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Main Street searchable packet COMMUNITY DEVELOPMENT DEPARTMENT CITY HALL 10 10300 TORRE AVENUE " CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3308www.cupertino.org CITY COUNCIL STAFF REPORT Meeting: May 15, 2012 Subject Main Street Cupertino mixed-use development Recommended Action Planning Commission On March 27, 2012, the Planning Commission recommendedthat the City Council approve the following on a 4-1 vote (Commissioner Lee voted No)(See Attachments A and B for Planning Commission Resolution Nos. 6684, 6685 & 6686 and Minutes): 1.2012 Addendum to the 2009 Final Environmental Impact Report 2.Modifications (M-2011-09) to the previously-approved Master Use Permit (U-2008-01), Architectural and Site Approval (ASA-2008-06) and Tree Removal Permit (TR-2008-08) to allow for a hotel of up to 250 rooms; 138,700 square feet of retail/athletic club space; a 0.8-acre town square; up to 289,000 square feet of office space; 143 senior age-restricted condominium units; a 0.75-acre park, removal of 61 trees and relocation of 17 trees; 3.Architectural and Site Approval (ASA-2011-24) for the office, retail buildings, parking garage and hotel ; 4.Tentative Map (TM-2011-04) for a total of seven lots and 143 senior age-restricted condominium units as proposed by the applicant; 5.Modification of Condition No. 5 to replace the requirement for a 400-person banquet facility with a 6,500 square foot restaurant and meeting space; 6.Extension of permit to expire five years from the date of approval of this modification; 7.Preservation of the existing Ash trees along Vallco Parkway as the street trees; 8.Allowance to apply faux balconies, rather than useablebalconies, on the hotel exterior; and 9.Removal of the requirement in Condition No. 6 requiring that the applicant provide free VTA passes to the seniors living in the senior housing complex for one year. Staff Recommendation Staffspecifically recommends that twoof the Planning Commission recommendations be modified. The first recommendation is to modify Recommended Action No. 2 as noted below regarding the parameters of the development approvalbased upon the applicant’s submittal of revised development plans following the Planning Commission meeting. The second recommendation is to modify Recommended Action No. 4as noted below regarding the proposed tentative map based uponstaff’s concerns on the proposed subdivision of the project site.Staff’s recommendations include(see Attachment C): 1 1.Modify Recommended Action No. 2 to read: Modifications (M-2011-09) to the previously-approved MasterUse Permit (U-2008-01), Architectural and Site Approval (ASA-2008-06) and Tree Removal Permit (TR-2008-08) based on Option A(1)-2 to allow for a hotel of up to 180 rooms; up to 138,700 square feet of retail/athletic club space; a 0.8-acre town square; up to 260,000 square feet of office space; 143 senior age-restricted (no condominiums) units; a 0.75-acre park, removal of 61 trees and relocation of 17 trees; 2.Modify Recommended Action No. 4 to read (see discussion on parcelization section later in the report): Tentative Map (TM-2011-04) for a total of fourlots including: one lot for the retail/athletic club, Town Square, park and parking garage; one lot for the senior units and retail below, one lot for the hotel; and one lot for the office buildings. In addition, staff would like the Council to provide comments and direction on the following two issues (discussed in detail later in the report): A.Retail Pads in the Town Square B.Type, size and amenities of the Hotel Description Applications:M-2011-09 (EA-2011-18), ASA-2011-24, TM-2011-04 Applicant:Kevin Dare Property Owner: 500 Forbes LLC Location:North side of Stevens Creek Boulevard (3 vacant lots) between Finch Avenue and N. Tantau Avenue (APN 316-20-085, 316-20-078 and 316-20-079) Application Summary: The applicant has submitted three reviseddevelopment plans (Options A(1)-1, A(1)-2and B)(See Attachment W for plan set) for consideration as a result of discussions during thePlanning Commission meeting of March 27, 2012.The applicant is requesting approval of: 1.Modifications (M-2011-09) to thepreviously-approved Master Use Permit (U-2008-01), Architectural and Site Approval (ASA-2008-06), and Tree Removal Permit (TR-2008-08); 2.Architectural and Site Approval applications for retail shop buildings 2-5, retail pad building 3, and the hotel; 3.Tentative Map to subdivide 3 parcels (approximately 18.5 acres) into 5parcels with 143 senior age- restricted units; 4.Modification to Condition No. 5 to allow for a 6,500 square foot restaurant in the hotel in lieu of a 400-person banquet hall for a hotel over 160 rooms; 5.Extension of thepermits to expire five years from the date of approval of this modification; and 6.Removal of the condition of approval requiring useable balconies rather than faux balconies on the hotel. 7.Removal of the requirement in Condition No. 6 requiring that the applicant provide free VTA passes to the seniors living in the senior housing complex for one year. 2 : Project Data Summary General Plan Designation: Heart of the City Specific Plan Area Specific Plan: Heart of the City Specific Plan Area Zoning Designation: P (CG, OP, ML, Res) Gross Lot Area: 758,104 sf (17.4 acres) excluding Finch Avenue Finch Avenue Abandonment: 46,500 sf (1.1 acres) Total Lot Area(3 parcels): 804,604 sf (18.5 acres) including Finch Avenue Total Building Area: Option A(1)-1: 686,424 sf; Option A(1)-2: 678,924 sf; Option B: (exclusive of the parking garage) 686,224 sf Parking Garage Square Feet: Option A(1)-1: 464,254 sf;Option A(1)-2: 554,624 sf; Option B: 464,254 sf Total Parking: Option A(1)-1: 2,131 spaces; Option A(1)-2: 2,176 spaces; Option B: 2,392 spaces Setbacks Stevens Creek Blvd: 1.5:1 (1.5 foot setback for every 1 foot of building height); (Front/Corner Front) minimum 35 feet N. Tantau Avenue: 1.5:1 (1.5 foot setback for every 1 foot of building height): (Corner Front) minimum 35 feet Vallco Parkway: 15 feet from office; 20 feet from parking garage, 15 feet (Street Side Yard) from hotel, and 20 feet from retail or athletic club Side Yard Setback: One-half (1/2) the height of the building, or ten (10) feet, (next to Metropolitan whichever is greater and Rosebowl developments) Proposed Lots Areas: Lot 1: 1.67 acres Lot 2: 11.76 acres Lot 3: 1.41 acres Lot 4: 2.26 acres Lot 5: 1.60 acres Development Allocation proposed (total available citywide): Retail Commercial:138,700 square feet, already allocated in 2009 approval (balance of 212,877 square feetavailable citywide) Office:260,000 square feet, 100,000 square feetof which was already allocated in2009 approval (balance of 20,536 square feet available citywide, except for North Vallco Parkwhich has a balance of 87,746 square feet) Senior Housing: 143 units, already allocated in 2009 approval (balance of 1,938 units available citywide) Hotel:180 rooms, already allocated in2009 approval (balance of 269 rooms available citywide) Project Consistency with General Plan: Yes Project Consistency with Zoning: Yes 3 Environmental Assessment: Addendum to the 2009 Final Environmental Impact Report Discussion Planning Commission On March 27, 2012, the Planning Commission recommended approval of the modifications and associated applicationstoamend the previously-approved 2009 Master Use Permit with a development plan allowing for the mostflexibility and maximum retail square footageand hotel rooms,with 138,700 square feet of retail/athletic clubspaceand up to 250 hotel rooms(identified as Plan 3A in the table below). Other development plans (Plans 1A, 1B, 1Cand 3B) with lesser retail square footages were also reviewed by the Commission, but were not recommended for approval.Additionally, at the beginning of the public hearing, the applicant removed market-rate apartment housing from the development proposal (essentially removing Plans 2A and 2B) after hearing concerns from the community. The development plansthat were presented to the Planning Commission (See Attachment D for Planning Commission staff report) for consideration are summarized in the table below: Summary of Development PlansPresented to the Planning Commission 2009 2012 Plan2012 Plan2012 Plan2012 Plan2012 2012 Plan2012 Approved 1A1B1C2APlan 2B3APlan 3B Land Uses Plan 127,78969,70078,70083,20092,200138,70069,700 Retail (sf) 138,700 145,00060,00060,000---------60,000 Athletic Club (sf) 100,000289,750289,750289,750289,750289,750289,750289,750 Office (sf) 160143143---143143143143 Senior Residential ---------120105105------ Market- (du) Rate 250180180180180180250250 Hotel (rooms) 2,1912,1591,9562,1632,1311,9562,159 1,691 Parking Supply * All retail options include a maximum of 10% restaurant uses, consistent with the original approval. Since the Planning Commission meeting, staff was made aware by the environmental consultant that although the parking and trip generation analysis for the plan recommended by the Planning Commission (Plan 3A) appeared to be within the parameters of the 2009 Final Environmental Impact Report (FEIR), further analysis by the environmental consultant recently indicated that this planwould actually create a new significant impact not previously studied in the 2009 FEIR involving a Level of Service (LOS) impact at the intersection of Stevens Creek Boulevardand I-280.Because the applicant is considering only to modify the previously-approved Master Use Permit and associated applications, and to stay within the development parameters allowable under the 2009 FEIR, the applicant is requesting that the Council not consider this plan, and instead consider the newly proposed plans. 4 RevisedDevelopment Plans Following the Planning Commission meeting, the applicant prepared threerevised development plans (Options A(1)-1, Option A(1)-2 and Option B as noted below) (See Attachment W for the revised development plans)for City Council consideration as a result of the discussions during the Planning Commission meeting and in light of the recent environmental analysis that essentially determined Plan 3A would not be possible under the 2009 FEIR. Option A(1) -1 Option A(1)-2 Option B The applicant is proposing the following key changesas a result of the comments from the Planning Commission meeting thathave been incorporated into the revised development plans: Reversing the location of the park and senior housing so that the park is more internal to the site and adjacent to the existing Metropolitan mixed use development and future Rosebowl mixed use development sites,as well as to the senior housing site.The location of the park is consistent with the Planning Commission’s preference at the hearing on March 27, 2012. Adding retail buildings along Stevens Creek Boulevard to the west closer to the Metropolitan retail buildings and to the east closer to N. Tantau Boulevard to provide for greater retail continuity along Stevens Creek Boulevard and to adjacent sites. Reducing thelength of the parking garage, particularly along Vallco Parkway, by providing an additional level of parking each below and above ground. The parking garage is now proposed at 5 five levelsabove ground(as was approved in 2009), but withtwo levelsof below ground parking. This significantly reduces the length and massing of the parking garage both along Vallco Parkway and internally within the development between the hotel and the office building. Relocating Office 2 further north to face Vallco Parkway, creating area for a retail building to front Stevens Creek Boulevard. Incorporating an auto court plaza between the office buildings that is visible alongStevens Creek Boulevard. Providing two-story flexible space buildings allowing for ground floor retail space and second floor incubator spacealong the parking garage frontage. The incubator space would allow for small start-up/ research and development uses. The two-story format would also reduce the visual impact of the parking garage. Reducing the office square footage to 260,000 square feet. For the purposes of the current application, the applicant is requesting that the additional allocation of 160,000 square feet be provided to them from the city-wide office allocation pool and is removing the request for the “major company” pool. They are however, proposing to come back in the future to ask for an additional allocation for 32,000 square feet to allow for a total of 292,000 square feet of office space. A detailed discussion of office allocation is provided later in this report. Option A(1)-2 is the applicant’s preferred option that allows for a totalamount of retail square footagein the development of 131,200 square feet (with a maximum of up to 138,700 square feet), with 260,000 square feet of office, 143 senior age-restricted unitapartment with ground floor retail space, a 180-room hotel, a 0.75acre park, and a 0.80 acre town square. This plan allows for a14,500 square foot retail anchor at the southwest corner of the site along Stevens Creek Boulevardand movesthe senior units to the northwest corner of the site facing Vallco Parkway. Option A(1)-1 is an optionthat would also allow for a maximum 138,700 squarefeet of retail space, but proposes a 30,000 square foot retail tenant at the northwest corner of the site facing Vallco Parkway. Option B differs in that 60,000 square feet of athletic club and 78,500 square feet of retailspaceare proposed in lieu of the total 138,700 square feet of retail asproposed in Option A plans. The athletic club is located on the northwest corner of the site. A summary of the new development plans is provided in the table below. Summary of New Development Plans 2009 Approved Option A(1)-1Option A(1)-2Option B Land Uses Plan 127,789138,700131,200 with a 78,500 Retail (sf) maximum up to 138,700 145,000----60,000 Athletic Club (sf) 100,000260,000260,000260,000 Office (sf) 160143143143 Senior Housing (units) 250180180180 Hotel (rooms) 2,1312,1762,392 1,691 Parking Supply 6 Since the applicant is now proposing these new development plans, staff hasprepared new draft resolutions with conditions of approval that reflect the recommendations by staff based upon development plan Option A(1)-2, but to maximize the retail square footage to allow up to 138,700 square feet(including restaurant/eatery uses of up to 53,538 square feet), and to modify the tentative map to allow only four lots (combining both office buildings onto one lot),as opposed to the development planthat was recommended for approval by the Planning Commission. Staff has included new draft resolutions for the modification (M-2011-09), architectural and site approval (ASA-2011-24) and tentative map (TM-2011-04) applications that areincluded as Attachment Cof this report. Discussion th During the March 27meeting, the Planning Commissionhad discussions on additional key items for City Council consideration. An explanation of the key issues and Planning Commission discussion are outlined below with staff’s recommendation on each of these items. 1.Parcelization The applicant’s proposal at the Planning Commission meeting includeda Tentative Parcel Map to subdivide three (3) lots into seven (7) fee simple lots, allowing each office building to be on a separate lot, and to further subdivideLot 2 into 143 senior age-restricted condominium units with a separate condominium for the underground parking garage for the senior housing complex. Planning Commission Recommendation At the Planning Commission meeting, amajority of Planning Commissioners recommended subdividing the siteasproposedby the applicant. However, someCommissioners recommended subdividing the site intosix (6) lots (both office buildings on one lot) and not to allow condominiums for the senior age- restricted housing, as recommended by staff. Staff Discussion –Modify Section No. 4 of the Planning Commission recommendations In light of the newly proposed options following the Planning Commission meeting,the applicant has removed the senior-unit condominiums and is asking for a total of five parcels. However, staff still recommends limiting the subdivision of the site into only four fee simple parcels,with both office buildings on one parcel.With this parcelization, the project would involve subdividing three (3) existing lots into fourlots consisting of one parcel with the majority of the retail space, the parking garage, town square and park; a second parcel for the senior housing and ground floor retail connected to the senior housing; a third parcel for the hotel; and a fourth parcel for both office buildings. The tentative map approved for the project in 2009 allowed forthe creation of five lots; this would essentially reducethe previous approval by one lot for a total of four lots. It is also consistent with the previous approvals in which no condominiums were part of the previous approval. Staff Recommendation Staff recommends modifying Section No. 4 of the Planning Commission recommendation to allow a total of four lots including: one lot for the retail/athletic club, Town Square, park and parking garage; one lot for a hotel of up to 180 rooms; one lot for the senior units and retail below; and one lot for the office buildings. The applicant has indicated that he intends to come back later with a plan to condominiumize the senior units and retail below as well as the parking garage and attached retail. While no action can be taken on 7 this at this time, the Council can provide comments on this issue. Staff comments on the potential future condominiums are as follows: The Heart of the City Specific Plan contains a specific policy that highly discourages parcelization of sites. The primary concern with multiple parcels and condominiums include diminishing effects of the center's ability redevelop in the future; and inherent difficulties with having multiple owners sharing maintenance, management and conditions of approval placed on a project. Senior units and retail below –staff does not recommend condominiumizing the senior units. Staff is not necessarily opposed to the creation of aretail condominium on the senior housing lot, since it may be difficult for the applicant to find a senior housing developer that would also operate a retail component on the lot; however, if a retail condominium is considered for this lot, then staff recommends that this retail space be placed under the same ownership as the rest of the retail space in the development. Parking garage and retail - if the applicant wishes to pursue a separate lot for the parking garage ownership, which includes two retail/incubator spaces, staffrecommends that this retail/incubator space also be placed under the same ownership with the rest of the retail space in the development. The applicant has indicated that he would be willing to comply with the requirement that all the retail be under one ownershipif he pursues condominiumsfor the senior housing and parking garage. 2.Office Use and Allocation –General Plan Requirement The proposal reviewed by the Planning Commission involveda request to develop two office buildings totaling 289,750 square feet, in lieu of the previously-approved 100,000 square foot office building. It was noted that this would require an additional office allocation of 189,750 square feet. At the time of the Planning Commission public hearing, the applicant was requesting that this additional allocationcomefrom the Major Companies office allocation pool, since there wasnot sufficient unrestricted office allocationavailable, even with the pooling of the unrestricted office allocation from other areas of the City. The previously-approved 100,000 square foot office was approved using theunrestricted office allocationavailable at that time.The restriction with the Major Companies office allocation requires the applicant to “demonstrate that the(office) development positively contributes to the fiscal well being of the City,” in accordance with General Plan Policy 2- 20 (Diversity of Land Use), Strategy 3. However, since the Planning Commission meeting, staff has determined that there is an additional 61,179 square feet of unrestricted office allocation that was previously unaccounted for, bringing the totalcitywidepool ofunrestricted office allocation to 180,536 square feet (except for the 87,746 square feet from the Vallco Park North area which Apple is intending to use)(See table below).The additional unrestricted office allocation is a result of office square footage that was allocated but never constructed as part of the Civic Center development across the street from City Hall. The approval for this development expired in 2010. 8 Table of Unrestricted Office Allocation Existing Available Unrestricted Office AllocationSquare Footage Existing Citywide(aside from the Vallco Park North area)119,357 Unused allocation from the Civic Park project(expired in 2010)61,179 Total Available180,536 Although the amount of available unrestricted office allocation does not allow the applicant to build to the previously-proposed 292,000 square feet, the applicant indicated at this time he is requesting only an additional 160,000 square feet of unrestricted office allocation to allow for the two office buildings to be constructed with total office square footage of 260,000 square feet. Additionally, the applicant has submitted written correspondence (See Attachment E) stating that he will no longer pursue a request to use allocation from the Major Companies office allocation pool, but will request allocation from the unrestricted office allocation. However, because this will nearly deplete the available unrestricted office allocation down to 20,536 square feet, the applicant has provided written correspondence (See Attachment E) indicating that he will provide the City with $350,000. Condition No. 5 of the draft resolution requires this payment no later than June 30, 2012. The applicant has indicated that he is amendable to the condition. Planning Commission Recommendation A majority of Planning Commissioners recommended allocating the Major Company office allocation to the project, since there appeared to be insufficient unrestricted office allocation at the time. The Planning Commission Chair further recommended that the Council find a way to increase office allocation in the City. Due to the applicant’s modified request, the Major Company allocation is no longer required. Staff Discussion The applicant’s request for an additional160,000 square feet of unrestricted office allocation, willallow the City toretain 20,536 square feet in the unrestricted office allocation pool. Staff believes that this will allow minor office projects and additions to proceed in the City while the General Plan amendment for office is being completed. In addition, the applicant’s offer to fund the General Plan study in the amount of $350,000 will allow the City to proceed immediately with a General Plan amendment to increase office allocation in the next fiscal year. Therefore, staff supports this approach.Staff has included a requirement for $350,000 to fund the General Plan amendmentas a condition of approval for allocation of office square footage for the project. 3.Retail All three options propose creating a downtown area with retail uses lining the Stevens Creek Boulevard frontage and around the town square. Both Option A(1)-1 and Option A(1)-2 propose the most retail square footage with up to138,700 square feet. Option B proposes retail square footage of 78,500 square feet, and a 60,000 square foot athletic club that could activate the area similar to retail. Planning Commission Recommendation The Planning Commission recommended approval of a development planwith themaximum retail option of 138,700 squarefeet. The Commission also indicated the importance of allowing a higher amount of 9 restaurant uses within the retail spaces to activate the development as a downtown area. One of the Commissioners further recommended that the applicant consider incorporating additional retail space with larger tenant spaces that could accommodate multiple retail anchors on site, including along the Stevens Creek Boulevard frontage, to create a vibrant downtown retail shopping atmosphere. Staff Discussion Staff is supportive of the development plan Option A(1)-2 with the maximum retail optionof 138,700 square feet and a 14,500 square foot retail anchor on the southwest corner of the site along Stevens Creek Boulevard. Staff also supports the recommendation to allow for additional restaurant uses within the retail spacesthan the standard 10% of retail space allowable and studied under the 2009 Final EIR. No additional allocationis required for the proposed retail square footagesince the previous approval in 2009 received an entitlement of 150,000 square feet from theretail allocation pool. If the project is approved with a total of 138,700 square feet of retail space, then 11,300 square feet may be returned to the retail allocation pot (See table below). Use2009 Master Use 2012 Revised Allocations Needed for Total Citywide Permit Development 2012 Revised Balance of Available Allocations Plans --Maximum Development PlansRetail (Commercial) GrantedRetail ProposedAllocation Retail150,000 sf138,700 sfNo additional allocation 212,877 sf (fromVallco Park needed; net gain of (201,577 sf + 11,300 South) 11,300 square feet square feet) In an effort to better address the Planning Commission questions regarding the demand and viability of the proposed retail, and whether the site could support additional retail in the form of retail anchors, staff employed the assistance of a retail consultant, Linda Congleton & Associates. The following is a summary of the retail consultant's findings: Shopping center anchors (such as department stores and/or grocery stores) determine their potential site location based on the size of properties, as well as the number of available households in their service area. The proposed project given its land acreage and total commercial square footage, is considered a mixed use infill development;not a commercial shopping center. Given the City's highday time workforce population, the proposed project can be very successful as a mixed-use, downtown-style development with itsdynamic mix of uses,and emphasis on indoor/outdoor dining, and pedestrian-orientedactivity. The proposed project provides the flexibility to accommodate mini-anchor tenants. The proposed project provides commercial buildings and pedestrian amenities at the right locations to facilitate a walkable and synergistic experience. Most successful downtowns have avariety of different building designs and placementin relative close proximity to promote a very organic and interesting feel. Therefore, a strict alignment of retail along the Town Square is not necessary. The City does not have a significant amount of grocery demandgiven the current availability of grocery stores.However, a neighborhood or specialized grocery ranging from 15,000 to 20,000 square feet may work on the site. The key to success is visibility and convenient access to parking. Therefore, a location along Stevens Creek Boulevard would be more suitable. Two-story retail format along Stevens Creek Boulevard will diminish the center's ability to attract high quality retailers given their functional and logistical constraints. However, second-story incubator space above ground floor retail may work provided the space is designedto sufficiently address the 10 retailer's requirements with ample ceiling height,store depth, attractive store front design, access, and ventilation systems. Such aformat may be more appropriate along the interior of the project and could serve as a transitional use between the office and retail uses. The applicant indicates that he still believes it is possible to incorporate a small grocery store “anchor”on this site. Therefore, the Option A(1)-2 proposes a 14,500 square foot anchor along Stevens Creek Boulevard, and is the preferred option by the applicant. Staff is also supportive of this planas it appears more viable than the Option A(1)-1 plan with a 30,000 square foot retail anchor along Vallco Parkway. RestaurantUses Consistent with the retail consultant’s recommendation, the applicant is requesting that restaurant/eatery uses consist of approximately 45,000 square feet of the total retail square footage. The retail consultant indicated that approximately 40,000 – 50,000 square feet of the retail should be eatery type uses to create an optimum tenant mix. A study by Fehr and Peers prepared on May 4, 2012 (See Attachment F)indicates that up to 38.6% of the total retail square footage, or 53,538 square feet, can be occupied by restaurant/eatery uses if the Option A development plans with the maximum amount of retail, 138,700 square feet, were approved. However, there would be a limitation of the mix of restaurant types to allow the project’s anticipated traffic generation to function within the parameters of the Addendum to the 2009 Final EIR. It would essentially allow for 44.4% of low turn-over restaurants that are open for lunch and dinner only (restaurants that typically require reservations, are not chain-restaurants, and do not turn-over customers within an hour), 44.4% of high turnoverrestaurantsopen forlunch and dinner only (chain restaurants that turn-over customers within an hour), and 11.2% of high turnover restaurants that are open for breakfast, lunch and dinner. It also assumes that approximately 9,500 square feet of the retail could be ancillary eatery uses such as bakeries, coffee shops and ice cream stands. A condition has been added to the project that requires the final tenanting plan be reviewed and approved by the City to ensure that the mix of food uses and their expected hours of operations are within the parameters set forth in the Fehr and Peers restaurant study. 4.Residential Uses As part of the Planning Commission consideration, one of thedevelopment options proposed housing on two sites within the project, including a 143-unit senior age-restricted condominium complex and a 120-unit non-age restricted apartment complex. The apartment complex was proposed with loft-style studio and one-bedroom apartments marketed towards young professionals. However, during the Planning Commission meeting, the applicant indicated he would not pursue the non-age restricted apartments. As a result, the current plans before the Councilonly include the senior age-restricted housing complex with retail on the ground floor. Staff recommended that the Planning Commission consider only one housing component rather than two for the project to enable the project to have a stronger and more successful retail/commercial component. A student generation analysis prepared by Schoolhouse Services indicated that approximately 32 students could potentially be generated by the non-age restricted housing; however, it also suggested thatloft-style and one-bedroom units would not appeal to familiesand would, therefore, have a student generation rate lower than for typical apartments in Cupertino(See Attachment G for the student generation analysis). Staff also noted that whileit is anticipated thatthe non-age restrictedapartments would generatesome amount ofstudents, the proposed apartments would be more compatible with the mixed-use nature of the project since a younger demographic group would likely be more attracted to and use the “downtown-style” environment than those living 11 in a senior age-restricted housing complex. Staff believes that a senior demographic group may be less compatible to live within a “downtown-style” environment and may not frequent businesses in the development compared to a younger demographic group. 5.Parking Garage for the Office Development The applicant has significantly modified the parking garage in the newly proposed options by removing the above-ground parking garage for the office buildings and incorporating the parking for the office in the western portion of the parking garage by undergrounding two levels of parking and increasing the western portion of the parking garage by one level to five levels. This change significantly lessens the length and massing of the parking garagealong the Vallco Parkway streetscape and within the development as well. Planning Commission Recommendation A majority of Planning Commissioners supported the parking garage proposed by the applicant at the Planning Commission meeting, which included a split 3- and 4-level above ground parking garage with one level of parking below ground. However, many of the Commissioners also supported the idea to allow the applicant to work with staff to explore alternate options for the parking garage, including enhancing the exterior design of the parking garage, undergrounding the eastern portion of the parking garage and increasing the western portion of the parking garage to a fifth level, pushing the office 2 building back along Vallco Parkway and placing retail along Stevens Creek Blvd. Staff Discussion Staff is supportive of the newly proposed parking garage in all of the new development plans since it significantly decreases the length and massing of the parking garage along Vallco Parkway and within the development, and is consistent with the five-level height that was previously-approved in 2009. Staff also supports the proposed two-story retail along the parking garage frontage since it will provide a visual buffer for the five-story parking garage. 6.Alternate Site Plan and Park Location During the Planning Commission meeting, the applicant provided an alternate site plan that essentially moved the park away from Stevens Creek Boulevard and more internallyto the site adjacent to the Metropolitan and Rosebowl mixed use development sites. The alternate site plan also added a retail building to the west along Stevens Creek Boulevard, and also moved the senior housing building to the north facing Vallco Parkway. Further,the length and massing of the parking structure was reduced, allowing the office buildings to be moved back towards Vallco Parkway and an auto court created in front of the office buildings facing Stevens Creek Boulevard. The newly proposed options include these changes noted above and have been further refined by the applicant. Planning Commission Recommendation The Planning Commission supported moving the park back behind the senior housing and adding retail along the Stevens Creek Boulevard frontage to provide more retail continuity. Staff Discussion Staff is supportive of the changes that the applicant has made since the Planning Commission meeting to incorporate these changes. 12 Issues for City Council Consideration A.Retail Pads in the Town Square The proposed modification includes the addition of two retail pad buildings, ranging in size from 1,500 to 3,000 square feet, flanking the north and south ends of the town square. The retail pads are proposed to further activate the town square and are envisioned to house small eatery shops, such as a yogurt or coffee shop. Additionally, the buildings are designed architecturally to match the agrarian theme of the retail buildings throughout the development. Planning Commission Recommendation A majority of the Commission recommended retainingthe pads in the town square and asked staff to work with the applicant on the architectural design of the buildings to make them appear less bulky. However, other Commissioners recommended either eliminating the southern retail pad to allow more exposureand visibility of the town square from the main driveway entry along Stevens Creek Boulevard, reducing the northern pad to 1,500 square feet and/or reducing both pads to 1,500 square feet. Staff Discussion Staff recommends that the City Council consider eliminating the southern retail pad and/or reducing the total size of each pad to no more than 1,500 square feet since the intent of the town square was originally to be large enough to accommodate public gathering space. While staff believes some levelof restaurant use would enhance the town square, staff believes that the proposed pads are still too large. As an example, the retail pads in the center island area at Santana Row are 429 square feet (Vintage Wine Bar) and 440 square feet (Pink Berry). Additionally, staff recommends that the architectural style of the pad be redesigned to reflect a more open, gazebo style to preserve the open feel of the town square. B.Type, Size and Amenities of the Hotel The hotel proposed by the applicant is a 180-room Marriott Residence Inn. This hotel is considered a business class hotel that primarily caters towards business travelers and provides limited amenities such as conference and meeting rooms, kitchenettes, restaurants that serve free daily hot breakfasts, and business service centers. In 2009, when the Council approved the hotel with up to 250 rooms, it was envisioned that the hotel would be a four- or five-starhotel with full amenities, rather than a business class hotel. The project was also conditioned to require a 400-person banquet hall if over 160 rooms were proposed. The applicant has indicated that he is not pursuing a four or five-star hotel with full amenities on this site. Therefore, he is requesting relief from the condition of approval No. 5 from the original approval(See Attachment H for 2009 conditions of approval)requiring a 400-person banquet hall. In lieu of this, the applicant is proposing to provide a 6,500 square foot restaurant and meeting space at the ground level of the hotel facing town square that will have the ability to provide some banquet hall services. The applicant has also slightly amended the exterior elevation of the hotel by softening the color tones of the hotel and providing additional base materials along the street frontage of the building. The City’s Architectural Advisor(See Attachment I for Architectural Advisor recommendations)has reviewed this revised elevation (See revised hotel plans in Attachment W)and recommends more transitional façade elements, architectural detailing, and uniform façade and roof styles to lessen the verticality of the building. 13 Planning Commission Recommendation The majority of the Planning Commissioners recommended that the applicant consider a high quality “boutique” hotel for this site. Other commissioners supported the type of hotel as proposed. All commissioners were supportive of the proposed size of the hotel at 180 rooms, but approved the hotel to allow up to 250 rooms for flexibility. The Commission was also supportive of amending the condition to allow the restaurant/meeting space in lieu of condition No. 5, which required a 400-person banquet facility. Staff Discussion Discussions with the retail consultantindicatedthat a four or five-star hotel on this site would not likely be able to compete with other hotels in the area because Cupertino lacks the tourist and leisure hotel guest base to support weekend overnight stays. The consultant statedthat hotels in Cupertino are tailored for the business traveler from Sunday through Thursday. Therefore, a five-star hotel would not be viable at this location. Based upon this information, staff seeks the Council’s determination on the following: 1.Whether the hotel should be a high-end, four- or five-star hotel with full service and amenities; and 2.Whether Condition No. 5 requiring a 400-person banquet facility should be modified to instead allow a 6,500 square foot restaurant that has the ability to provide some banquet hall services. Staff further recommends that the City Council condition further refinement of the architectural elevations for the hotel and that the architectural and site approval for the hotel be required to be reviewed and approved by the Design Review Committee incorporating the City’s Architectural Advisor recommendations including any additional review for revised elevations. OtherDiscussion Vacation of Finch Avenue If approved as part of this development project, the applicant is requesting thatFinch Avenue, a public street that runs north and south through the project sitebetween Stevens Creek Boulevard and Vallco Parkway, be vacatedby a separate actionby the City and granted to the applicant in exchange for development of the 0.80 acre town square and 0.75 acre park and public access easements allowing public pedestrian access through the interior pedestrian paths and plazas, the town square and park area, and public driving access and parking on site. Finch Avenue is 1.1 acres and will increase the development of the Main Street project to 18.5acres. The vacation of Finch Avenue is a separate agenda item that will require a separate City Council action if approved. The applicant is intending to construct thestreet infrastructure and town square as part of the first phase of the development,since this is necessary to provide access through the site and for the individual lots. In the event construction comes to an abrupt stop for any reason, a condition of approval has been added that states the vacation of Finch Avenue will not be recordedwith the County until such time the street modifications are complete. Additionally, a bond will be required prior to issuance of permits for street modifications that will allow Finch Avenue to be reverted back to a standard City street if the project isnot constructed. 14 Addendum to the 2009 Final Environmental Impact Report On March 23, 2012, the Environmental Review Committee reviewed the 2012 Addendum to the 2009 Final Environmental Impact Report prepared for the proposed projectand recommends approval of the Addendum. The Addendum analyzed the two most intense development plans that proposed the maximum amount of trip generation and construction impacts envisioned under these new plans, and compared them against the plans analyzed in the 2009 Final EIR. Although the development plans have slightly changed from the specific site plan options that were reviewed under the Addendum due to changes made since the Planning Commission meeting, the parameters of the development plans have not changed (e.g. maximum square footages of retail, office, senior housing, athletic club, hotel, parking garage, park and town square studied in the Addendum reviewed by the ERC), and in fact, in some cases have been reduced (such as the office from 292,000 square feet to 260,000 square feet). An updated 2012 Addendum dated May 4, 2012 (See Attachment P) has been prepared that incorporates the review of these changes, which are being presented to the City Council for review and consideration. The results and conclusions of the 2012 Addendum are still the same as reviewed by the ERC on March 23, 2012, which concludes that these development planswould not create any new and/or more significant environmental impacts than disclosed in the certified 2009 FEIR. In conjunction with the approval of these applications, the City Council will also be required to approve the 2012 Addendum to the 2009 FEIR. Noticing and Community Outreach In addition to the required public hearing and legal noticespublished in the newspapersfor the proposed project, the City sent out citywide courtesy notice postcards in March notifying property owners, residents and businesses of the proposed modification to the Main Street Cupertino mixed use development and upcoming Planning Commission and City Council meetings. Additionally, the site has been posted with five on-site notice boards notifying the public of the project and City Council hearing date.Further, updated information on the Main Street project has been provided on the City’s webpage at www.cupertino.org/mainstreet. Additionally, the applicant stated that he has held ten (10) community meetings to date with various stakeholders and residents of the community; four of which were held prior to the applicant’s submittal of applications andsix of which were held following submittal of applications. The applicant’s most recent community meeting was held on Wednesday, March 9, 2012. Public Comments Since the Planning Commission meeting, the City has received several letters (See Attachment O) from members of the community regarding the proposed project. A summary of commentsraised in these letters are listed below.Most of these issues have been addressed in the staff report. Staff comments have been added in italicswhere necessary: The development should provide a “downtown” experience with boutique and other retail stores rather than offices Consider a four- or five-star hotel rather than business class hotel Provide outdoor area space for residents to relax and enjoy 15 Vacation of Finch Avenue is supported if the project results in a substantial community benefit by constructing the town square, park, roadway system, driveway entrances/exits, and public access, maintaining the site, and completing the development. Consider the consequences of vacating Finch Avenue if the project is not completed – a condition of approval requires a bond to restore Finch Avenue if the Town Square and street improvements are not completed. Consider one-way traffic around the driving loop around the town square – although one-way traffic is possible from an engineering and safety standpoint and would appear to help the safety of pedestrians crossing through the internal loop street, it may also create some concern from a retail standpoint by making some routes more circuitous (e.g. entering from Stevens Creek Boulevard and going to shop 8 would require looping around the entire loop street). Ensure that the setback requirements are being met and the reciprocal public access easements are maintained by this siteand the adjacent sites. Parking structure is massive; consider underground parking Ensure that the town square and retail are part of the first phase of development Consider energy conservation requirements for the project Consider the quality of life forCupertino resident _____________________________________ Prepared by Aki Honda Snelling, AICP, Senior Planner Reviewed by Gary Chao, City Planner; Aarti Shrivastava, Director of Community Development Approved for Submission by: Amy Chan, Interim City Manager Attachments: A: Planning Commission Resolution Nos. 6684, 6685 & 6686 B: Minutes to the March 27, 2012 Planning Commission meeting C: Draft Resolution for City Council consideration D: Planning Commission Staff Report of March 27, 2012 E: Applicant’s List of Requests and Changesas of May 4, 2012 F: Restaurant analysis by Fehr & Peers dated May 4, 2012 G: Schoolhouse Services school generation and fiscal analysis of January 2012 H: 2009 Master Use Permit Conditions of Approval I : 2009 Approved Master Use Permit plans J : Applicant’s Justification Letter and List of Modifications from March 27, 2012 K: South Vallco Master Plan L : 2009 Approved Tree Disposition Plan M: Draft CC&Rs th Planning Commission report N: City Architectural Advisor Comments from March 27 O: Emails and letters received from the community P: Draft 2012 Addendum to the 2009 Final EIR dated May 4, 2012 Q: Architectural Plan Set reviewed by Planning Commission on 3-27-12 R: Architectural Plan Set (hotel) reviewed by Planning Commission on 3-27-12 S: Landscape Plan Set reviewed by Planning Commission on 3-27-12 T: Tentative Map and Civil Drawings reviewed by Planning Commission on 3-27-12 16 U:Tentative Map and Civil Drawings reviewed by Planning Commission on 3-27-12 V: Tentative Map and Civil Drawings reviewed by Planning Commission on 3-27-12 W: Architectural Plan Set for City Council consideration X: Landscape Plan Set for City Council consideration Y: Tentative Map and Civil Drawings for City Council consideration Z: Tentative Map and Civil Drawings for City Council consideration continued AA: Tentative Map and Civil Drawings for City Council consideration continued 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 OFFICE OF COMMUNITY DEVELOPMENT CITY HALL CUPERTINO, CA 95014-3255 (408) 777--planning@cupertino.org PLANNING COMMISSION STAFF REPORT March 27, 2012 Agenda Item No. Agenda Date: M-2011-09 (EA-2011-18), ASA-2011-24, TM-2011-04 Applications: Kevin Dare, 500 Forbes, LLC Applicant: North side of Stevens Creek Boulevard (3 vacant lots) on both sides of Finch Location: Avenue and west of N. Tantau Avenue APN: 316-20-085, 316-20-078, 316-20-079 APPLICATION SUMMARY: 1.Modifications (M-2011-09)to a previously-approved Master Use Permit (U-2008-01), Architectural and Site Approval (ASA-2008-06) and Tree Removal Permit (TR-2008-08) to amend the master plan for the 18.5 acreMain Streetmixed use development to allow for ahotel of up to 250rooms; 69,700 square feet of retail space, a 0.8-acre town square, up to 289,750 square feet of office space; 143 senior age-restricted condominium units; a60,000 square feet of athletic club or retail space,a0.75-acre park,removal of 61 trees and relocation of 17 trees; and modification Site Approval.Alternate development options include a105 unit market-rate apartment complexin- lieu of the 60,000 square foot athletic club/retail spaceand 9,000 square feet of additional retail space on the ground floor of the parking garage. 2.Architectural and Site Approval (ASA-2011-24)forten retail buildings (Retail Shops 1-7 and Pads 1- 3) totaling 62,200 square feet; a hotel with up to 250 rooms; a square; a four-level parking garage with one level of underground parkingfor the hotel/retail; two office buildings up to 289,750 square feet; and a three-level above ground parking garage with one level of underground parking for the office uses. 3.Tentative Map (TM-2011-04) to subdivide 3 parcels (approximately 18.5acres) into 6 fee simple parcels and 143 senior age-restricted condominium units. 4.Modification toCondition No. 5 as required by the City Council on January 20, 2,which requires a 400-person banquet hall for a hotel of over 160 rooms. 5.Extension of permit to expire five years from the date of approv RECOMMENDATION: Staff recommends that the Planning Commissionrecommend approval of the draft resolutions (See Attachments 1, 2 and 3) for the following applications and environmental documentation to the City Council: 1.2012 Addendum to the 2009 Final Environmental Impact Report 2.Modifications (M-2011-09) to the previously-approved Master Use Permit (U-2008-01), Architectural and Site Approval (ASA-2008-06) and Tree Removal Permit (TR-2008-08)to allow for a hotel of up to 92 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 250 rooms; 138,700 square feet of retail/athletic clubspace, a 0.8-acre town square, up to 289,000 square feet of office space; 143 senior age-restricted condominium unitsor 105 market-rate units; a 0.75-acre park, removal of 61 trees and relocation of 17 trees; 3.Architectural and Site Approval (ASA-2011-24); 4.Tentative Map (TM-2011-04) for a total of six lots (Lots 1-5 and one lot combining Lots 6 and 7); and 5.Approve modification of Condition No. 5 to replace the requiremeperson banquet facility with a 6,500 square foot restaurant and meeting space; and 6.Extension of permit to expire five years from the date of approv Please note that the Environmental Review Committee's recommendae Planning Commission at the hearing. The Planning Commission should also provide comments and directionon the following additional seven issues (a detailed discussion on each of the issues is outlined later in the staff report): 1.Parcelization 2.Mix of retail and residential uses 3.Office Use and Allocation - Major Companies General Plan Requirement 4.Parking garagefor the office development 5.Retail pads in the town square 6.Type, size and amenities in the proposed hotel 7.Alternative site plan and park location PROJECT DATA: Heart of the City Specific Plan Area General Plan Designation Heart of the CitySpecific Plan Area Specific Plan P (CG, OP, ML, Res) Zoning Designation 804,604 sf (18.5 acres) Lot Size (3parcels) 675,174 sf Total Building Area Up to 2,191 spaces TotalParking Addendum to the 2009 Final Environmental Impact Report Environmental Assessment BACKGROUND: Existing Conditions andSurroundings The project site consists of three (3) vacant parcels on the norard on both sides of Finch Avenue, west of N. Tantau Avenue and south of Val by theexisting Metropolitan and future Rosebowl mixed use developments to the west,light industrial office buildings occupied by Apple to thenorth along Vallco Parkway, and an office complexoccupied by Apple and Verigyto the east across N. Tantau Avenue. Previous Approval On January 20, 2009, the City Council approved the Master Use Pe(See Attachments 4 and 5 for previously approved plans and approved conditions) and associated applications for the Main Street development consisting of: Up to 150,000 sf of retail (including the alternate options) 100,000 square foot office building 93 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Up to a 250 room hotel (if over 160 rooms, full amenities required including a 400-person banquet hall 145,000 square foot athletic club 160 senior age-restricted housingunits 0.75 acre park, owned and maintained by the applicant,on the southwest corner of the site adjacent to the Metropolitan mixed usedevelopment,allowingfor public use, community events and City- approved events or activities 0.8 acretown squareowned and maintained by the applicant allowing for public use, community events and City-approved events or activities Tentative map to subdivide the three parcels into five parcels (no condominium unitswere approved) Modification to Vallco Parkway consisting of one traffic lane ea angled parking along the south side of Vallco Parkway and no chaest bound lane configuration Five-year phased development approval requiring completion of the mixed-use development by January 20, 2014 Alternate development optionsapproved allowed a maximum ofretail space up to 195,000* square feet including the following in addition to the above approval: 36,000 square feet of retail space in lieu of the athletic club Boulevard and N. Tantau Avenue (the 145,000 square foot athletic 9,000 members was equated to 98,800 square feet of retail commer space in lieu of the athletic club would use 36,000 square feetof retail square footage allocation from the 98,800 square feet dedicated to the athletic club) Additional 9,000 square feet of optional retail space on the ground floor Vallco Parkway 60,811 square feet of retail space at the northwest corner of Vain lieu of 38,600 sf of retail space in the same location (for a net add *Please note thatthe 2009 Final Environmental Impact Reportallowed up to150,000 square feet of retail and an additional equivalent of up to 98,800 square feet of retail basevalency ofa 145,000 square foot athletic club.However, additional environmental analysis was to be completed to ensure that there would be no new and additional impactswith these options. DISCUSSION: Proposed Modification to the Master Use Permit The proposed Modification to the Master Use Permit essentially in previously-approved plan, including a mix of retail, office, hotel,senior housing, town square, park and parking garage, with the moving of these uses to different spots within the 18-acre site and changing the square footages of these uses than were previouslyapproved. However, a new use, market-rate apartments, has been added as an alternate option that was not in the previo-approved plan or alternate plans. In addition to modifying the Master Use Permit, the applicant is approval of a tentative map to subdivide the properties into sev would allow for the senior units to be condominium units, an updated tree removal plan, and architectural and site approvals for the office buildings, hotel Similar to the 2009 approvals, the applicant is requesting appro(Scheme 1A) and interchangeable alternate schemes (Schemes 1B, 1C, 2A and 2B) allowing for differences, particularly on the northwest corner of the site (proposed 1.8 acre Lot 1 parthat could either be athletic club, retail, 94 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 market rate apartments or additional retail space, and increasin the ground floor of the parking garage. The proposed development requires compliance with the General Pl and South Vallco Master Plan, and will comply with these require plans with the recommended conditions of approval. The architectural design of the site wil-theme as was previously-approved in 2009 for the retail buildings; however, some changes designs for other buildings have been updated due to detailed architectural draw this time around and the change in location of these buildings, Parking, site access, and traffic have also been reviewed for thproposed plan and alternate schemes that indicate all of the proposed schemes can sufficiently accommodat the Addendum to the 2009 Final Environmental Impact Report prepa states no new or additional significant environmental impacts wo The applicant is requesting to modify the Master Use Permitand site plan (see Attachment 6as outlined by the applicants letter) which include the following comparative tablesbetween the 2009 approved plans and the proposed 2012 plans. The Plan 1 scheme variations senior housing complex. The Plan 2 scheme variations involve bot apartments. Plan 1 SchemePlan 2 Scheme Comparison of the 2009 Approved Plan and the 2012 Proposed Plan Table of Differencesin Plan 1 Schemes Proposed 2009 Approved Plan2012 Proposed Plan Scheme 2012 Proposed Scheme 2012 Proposed Scheme Change to1A1B1C Tentative MapSubdivide from three to five Subdivide from three to six Same as 1ASame as 1A parcelsparcels and one parcel into 143 senior age-restricted condominium housing units 95 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Proposed 2009 Approved Plan2012 Proposed Plan Scheme 2012 Proposed Scheme 2012 Proposed Scheme Change to1A1B1C Athletic ClubSame as 1A 145,000 sf with Reducedoptional 60,000 Either same as 1A; membership limited to sfOR 9,000 members Relocate to the northwest Eliminate the athletic Locatedon the corner of the project siteclub (replacing northwest corner of w/additional retail) Stevens Creek Blvd. and N. Tantau Ave. OfficeSame as 1ASame as 1A Three-story, 100,000 sf Increasedoffice square office footage to a total of 289,750 sf (189,750 sf net increase) in two four- story buildings (144,875 sf each) Located east of the town squareRelocated to the northwest corner of Stevens Creek Boulevard and N. Tantau Ave. Senior HousingSame as 1ASame as 1A 160 unitsReduced to 143 units No condominiumsRequest to condominiumize Retail Square Up to 150,000 sf Reduced to 69,700 sfReduced to 78,700 sf Reduced to 138,700 sf. Footage (includes 9,000 sf if additional retail retail in parking replaces athletic club garage)site; OR Reduced to 78,700 sf if athletic club remains in the plan HotelSame as 1ASame as 1A Up to 250 rooms, full 180 rooms amenities hotel Located facing Stevens Relocated to east of town Creek Boulevardsquare & facing Vallco Parkway Over 160 rooms require banquet hall to serve Request to revise 400 persons Condition No. 5 as DrivewaySame as 1ASame as 1A Four driveways along Reduce to three Stevens Creek driveways along Stevens BoulevardCreek Boulevard Three driveways along Increase to five Vallco Parkwaysdriveways along Vallco Parkway RetailSame as 1ASame as 1A Primarily facing Stevens Add one or two jewel Creek Blvd. , box retail buildings (total surrounding town not to exceed 3,000 sf) in square, and facing the town square Vallco Parkway Add retail along the No retail buildings in south side of the parking townsquaregarage (farmers market) Parking Five level parking Garage --Reduce to 3 Garage --Same as 1AGarage --Same as 1A Garage/Parking garageand 4 levels above 2,159 spaces1,956 spaces Supply ground with one level 1,691spaces underground 2,159 spaces 96 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Proposed 2009 Approved Plan2012 Proposed Plan Scheme 2012 Proposed Scheme 2012 Proposed Scheme Change to1A1B1C PhasingSame as 1ASame as 1A Town square, park and Two office buildings, retail part of Phase 1.parking garage, retail, hotel, town square in Other uses in Phase 2. Phase 1. Park, athletic club, and senior housing in Phase 2. ExtensionSame as 1ASame as 1A Approval for 5 years Request extension for till 2014five years till 2017 Note: All retail schemes include a maximum of 10% restaurant use Table of Differences in Plan 2 Schemes Proposed 2009 Approved Plan2012 Proposed Plan Scheme 2012 Proposed Plan Scheme Change to2A2B Tentative MapSubdivide from three to five Subdivide from three to six Same as 2A parcelsparcels and one parcel into 143 senior age-restricted condominium housing units Athletic Club 145,000 sf with Eliminate the athletic Eliminate the athletic membership limited to clubclub 9,000 members Located on the northwest corner of Stevens Creek Blvd. and N. Tantau Ave. OfficeSame as 2A Three-story, 100,000 sf Increase office square office footage 189,750 sf to a total of 289,750 sf in two four-story buildings (144,875 sf each) Located east of the town Relocated to the squarenorthwest corner of Stevens Creek Boulevard and N. Tantau Ave. Senior HousingSame as 2A 160 unitsReduced to 143 units No condominiumsRequest to condominiumize Retail Square Same as 2A Up to 150,000 sfReduced to 83,200sf Footage HotelSame as 2A Up to 250 rooms, full 180 rooms amenities hotel Located facing Stevens Relocated to east of town Creek Boulevardsquare & facing Vallco Parkway Over 160 rooms require banquet hall to serve 400 Request to revise persons Condition No. 5 97 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Proposed 2009 Approved Plan2012 Proposed Plan Scheme 2012 Proposed Plan Scheme Change to2A2B DrivewaySame as 2A Four driveways along Reduce to three Stevens Creek driveways along Stevens BoulevardCreek Boulevard Three driveways along Increase to five Vallco Parkwaysdriveways along Vallco Parkway RetailSame as 2A Primarily facingStevens Add one or two jewel box Creek Blvd. , retail buildings (total not surrounding town to exceed 3,000 sf) in the square, and facing town square Vallco Parkway Add retail along the No retail buildings in south side of the parking town squaregarage (farmers market) Parking Five level parking Garage -Reduce to 3 and Same parking garage as Garage/Parking garage4 levels above ground 2A Supply with one level 1,691 spaces2,131 spaces underground 2,163 spaces PhasingSame as 2A Town square, park and Two office buildings, retail part of Phase 1.parking garage, retail, hotel, town square in Other uses in Phase 2. Phase 1. Park, athletic club, and senior housing in Phase 2. ExtensionSame as 2A Approval for 5 years Request extension for five till 2014years till 2017 Note: All retail schemes include a maximum of 10% restaurant use Summary of Proposed Development Schemes 2009 2012 Scheme 2012 Scheme 2012 Scheme 2012 2012 Approved 1A1B1CScheme 2AScheme 2B Land Uses Scheme 127,78969,70078,70083,20092,200 Retail (sf) 138,700 * 145,00060,00060,000------ Athletic Club (sf) 100,000289,750289,750289,750289,750289,750 Office (sf) 160143143---143143 Senior Residential ---------120*105105 Market- (du) Rate 250180180180180180 Hotel (rooms) 2,1912,1591,9562,1632,131 1,691 Parking Supply Additional Schemes - Schemes 3A and 3B Keeping in mind that the City had encouraged retail and hotel uses on the site as part of the original approval, the following two additional schemes (Schemes 3A and 3B) were reviewedin the EIR Addendumto provide maximum flexibility to the decision-makers.The schemes do not change the site plan layout. Hotel rooms were increased to 250 rooms, which Council had approved as part of the 98 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 original project. Additionally, the market-rate units were removed and the retail/athletic club option was retained on the northwest parcelto study the impacts of maximizing retail development. The matri below outlines the mix of uses. Land Use AdditionalSchemes Scheme 3AScheme 3B 138,700* Retail69,700 Athletic club60,000 Restaurant**-- Senior143143 Market-rate-- Hotel250250 Office289,750289,750 Notes: *This option includes 9,000 square feet of retail in the ground approved by Council in 2009. ** All retail options include a maximum of 10% restaurant uses, DISCUSSION Compliance with the General Plan and Heart of the City Specific The proposed project requires compliance with the General Plan w uses, andto theHeart of the City Specific Plan with respect to specific uses, d design guidelines and streetscape design. The proposed uses are Heart of the City Specific Plan with the recommended conditions The project proposes a minimum 35-foot setback along Stevens Creek Boulevard with a 1.5:1 setback to height ratio from the curb line per the Citys General Plan. The Tantau Avenue is proposed to have a 35-foot setback and a 1.5:1 height to setback ratio. The frontage along Vallco Parkway is proposed to have a minimum setback of 15 been added that will require compliance with the Heart of the Ci setbacks, unless approval of an Exception application is approve The proposed conceptual landscape plans indicate a double row of along the Stevens Creek Boulevard streetscape in accordance with requirements. Additionally, two 48-inch box specimen oak trees will announce the entry to the development along Stevens Creek Boulevard. Along the N. Tantau there is an existing double row of shamel ash trees. The applicant is still requesting to maintain these trees where they are in healthy condition to maintain the existing str trees. Although there is a benefit to retain the existing healthy and m Parkway, staff recommends that this streetscape be replanted witBradford Pear treeconsistent with the adjoining future mixed use Rosebowl site since the shamel as uplifting sidewalks along Vallco Parkway and were the reasons they were replaced along the north side of Vallco Parkway. 99 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 A condition of approval (See Condition No. 32 of Attachment 1) r submitted to the Director of Community Developmentforreview and approval prior to issuance of building permits. South Vallco Master Plan The project site is located within the South Vallco Master Plan was prepared and developed for this area by the applicant in 200nts intentions to submit a development application for the Main Stre of Main Street to reflect the vision of a downtown-ish pedestrian oriented, family-friendly, accessible and well landscaped mixed use development. The South Vallco Master Plan was adopted in September of 2008, and the applicant subsequently received approval of the project in January of 2009. The South Vallco Master Plan provides a policy framework to coorte developments within the South Vallco area, including streetscape furniture and landscape treat The proposed project will be required to comply with the South V Condition No. 42. Site Access, Traffic andParking The proposed project involved the preparation of a revised site Appendix C of the Addendum to the Final EIR in Attachment 13d) to analyze if any new or additional significant site access, traffic and parking impacts would be generated as a result of the proposed project, Scheme 1A, and all of the alternate schemes, including the schem hotel rooms from 180 to 250 rooms. Site Access and Circulation The revised site access analysis reviewed the proposed driveways and internal circula including the creation of the town square resulting from the pro proposal involves three driveways along Stevens Creek Boulevard Parkway. There will be a signalized full-access driveway on Stevens Creek Boulevard and Finch Avenue, two right-turn only driveways on Stevens Creek Boulevard, three stop-signed controlled full access driveways on Vallco Parkway, a right-turn only driveway on Vallco Parkway. Additionally, in 2009, Vallco Parkway was approved with the plan to narrow the eastboun parking and a five-foot wide bike lane. The westbound lanes of Vallco Parkway will is with this project. The analysis indicated that the driveways will pro vehicle queues exiting the site and garage. The town square will directions around the square with an internal roadway width of 2 accommodate both vehicle maneuvers and emergency access. Pedestr recordation of public access and public pedestrian easements on through the development with sidewalk and walkways provided arou development and internally throughout the site. Bicycle circulat maintaining the existing bike lanes on Wolfe Road, Tantau Avenue with minor improvements to accommodate the new Vallco Parkway st would not create a significant impact to bicycle facilities. Add routes; however, no new or additional impacts to existing transi 100 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Traffic Analysis The result of the traffic analysis indicated that none of the sc significant traffic impacts than were approved in the 2009 Final generation study was conducted that indicated that all of the sc generate between 9,490 (Scheme 2A) and 10,938 (Scheme 1C) new daily trips. Compared to the 2009 approved plan, the proposed plan and alternate schemes would generate fewer daily and P trips. The 2009 approved plan was shown to generate 13,751 new d trips. The 2009 Traffic Impact Analysis (TIA) and Environmental (EIR) identified significant impacts and feasible mitigation measures for five st Expressway/Homestead Road, Wolfe Road/Vallco Parkway, Stevens CrBoulevard/I-280, Lawrence Expressway/I-280 and Lawrence Expressway/Bollinger Road, and three freeway se- 280 eastbound freeway and three freeway segments along the I-280 westbound segments. All of the proposed schemes would impact the same locations and same segmen not resultin different intersection and segment impacts than approved by t Therefore, no new and additional significant traffic impacts wil Parking The analyses showed that all of the schemes could meet the projected parking demand for the site based upon the number of parking spaces and the parking layout of each parking scenario between all uses (except for the portion of par-shared parking scenario. The shared parking plan assumes shared parking between all uses, portion of the parking garage for the offices. The applicant ind shared parking. The no-shared parking scenario assumes none of the parking is shared am assuming only that the hotel and retail would share parking of t-level parking garage, the surface parking and street parking along Vallco Parkway, and all other u way of underground garages for the senior housing, athletic club-rate units, and a separated portion of the parking garage for the office buildings the schemes, except for Scheme 1C could meet the Citys parking code requirements; the 1C plan would only be short 41 parking spaces if strictly dependent upon the C requirements. The table below indicates that all schemes would h both the shared parking demand scenario (using the Urban Land Institut no-shared parking demand scenario (using the Institute of Transport should be noted that the area of restaurants is assumed to be a to the previous approval. The table below indicates the parking and trip generation analys 101 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Tree Removals The proposed tree removal plan(See Page L2.10 of Attachment 14 c) indicates that 61 trees will be removed, and 17 trees will be relocated. The proposed plan is ge- approved tree removal application, with the exception that two t property since the previous approvals, including an Aleppo Pine the former location of the proposed hotel along Stevens Creek Bo (Tree #126) that was to be removed in accordance with the previochment 8). Architectural and Site Review In addition to the master site plan and alternatives, the applic Architectural and Site Approval applications (See Attachment 14 a and b of Plan Set) for the buildings that will be constructed in Phase 1 of the development. These include retail 7 and retail pads 1 - 3, two four-story office buildings, a five-story 180-room hotel, and a parking garage that encompasses both 3 and 4 levels with an underground level of parking. Additi the town square area. However, details on the park design, the s club/additional retail area have not been submitted since these The retail buildings reflect the same agrarian architectural style as in th-approved Master Use Permit. This architectural style has been retained since it was community meetings that were held in 2008 prior to approval of t buildings in the town square area also have an agrarian architec use of tower features, variations in roof shape and heights, cob roofing, board and batten siding, awnings, wood trim details and n accents. The proposed office buildings have been designed with a modern a of the Netflix building in Los Gatos. The buildings will have stucco siding accented by horizontal woo elements, travertine style cut stone on the tower entries and 102 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 and slate tile roofing. The office buildings have also been desi building colors. The hotel building is proposed as a Marriott Residence Inn. The with foam trims around the windows, wood finish eave brackets be along the top floor windows, stone veneer, fabric awnings and wood tre pedestrian level of the building. Varied colors of olive, red, c building elevations. The parking garage will have a stuccoexterior with finial trims, tower elements with stone veneer bas metal planting trellises at the pedestrian level base of the bui boards. The garage colors will be of color tones to match the rdevelopment. The Citys Architectural Advisor (See Attachment 16) and staff have reviewed the master site plan, and architectural and site plans submitted for the buildings in Phas listed below: 1.Revise the architectural design of the retail pad building(s) in opaque look to a park pavilion/kiosk style architecture with gre its visual impact in the town square. 2.Require active uses to line the town square locating the restaurant, lobby and group meeting spaces in the hotel and the entrance lobby and seating spaces/cafe in t square. 3.Enhance the architectural elevations and detail the floor plans dings per Condition No. 29B. 4.Enhance the architectural elevations of the hotel building per C28B. 5.Enhance the architectural elevations of the parking garage per C28B. The applicant has reviewed and agrees with these changes except for the design of the retail pads in the town square. This issue has been discussed in the section titled Items for the Planning Commissions Consideration later in this report. Market Rate Apartments and Student Generation Analysis Schemes 1C, 2A and 2B have the ability to include market rate ap The applicant has indicated that the apartment complex would be there are no plans at this time other than the schematic locatioand outline of the apartment complex. However, the applicant has clarified that the proposed apartment single or couple professionals, rather than to families since th- bedroom units. A student generation analysis and fiscal impact report (See Atta Schoolhouse Services dated January 2012 for a maximum of 120 mar estimates a student generation of 32 students. An apartment complex of 120 units may be accommodated if no senior housing is proposed. If senior housing is proposed, units would be decreased to 105 units to meet the Heart of the C units/acre. Based upon 120 units, the breakdown of projected students i middle school students and 7 high school students based upon a s for elementary students, .06 per unit for middle school students 103 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 The student generation rates are based upon an average rate for -family housing in the school district and rates for specific multi-family developments currently in Cupertino. The applicant will be required to pay one-time development fees for this project that will provide revenue for both Cupertino Union School District (CUSD) and Fremont Unio Because the student generation from this development is fairly ld one-time development fees for this project will exceed its share of the costs of addi operational costs attributable to the development will slightly based upon property taxes from the development of $887 per student for CUSD. Ho anticipated to create a surplus of $55,000 per student of operat Vacation of Finch Avenue The existing public street, Finch Avenue, which runs through the by the City. Public and pedestrian access easements will be req system in the development around the town square to continue to through the site between Stevens Creek Boulevard and Vallco Park Covenants, Codes and Restrictions (CC&Rs) The applicant has submitted draft CC&Rs (See Attachment 10) for provision of the following: Description of the center and property rights Common easement areas including the public and private pedestria Separate joint use agreements for the town square and the park Center association, including membership, voting, administrationnd powers Parking and roads Building maintenance and operation Use restrictions Upon preliminary review of the CC&Rs, the City Attorney and staf provisions outlined in Condition No. 22. The final CC&Rs shall require approval by the City Attorney. ITEMS FOR THE PLANNING COMMISSIONSCONSIDERATION 1.Tentative Map The proposed tentative map and the alternative tentative map (Se the three existing parcels into seven fee simple parcels as follows: Lot 1 - 60,000 square foot athletic club/additional retail space, or alt and 2B, a 105-unit market rate apartment complex. Lot 2 - the 143 unit senior age-restricted housing complex (proposed as condominiums). Lot 3 - the hotel building with its associated restaurant on the groun Lot 4 - consists of all retail buildings including retail shops 1-7 and retail pads 1-3, the town square, the park, and all internal roadways associated with the developm public pedestrian and vehicular access easements to allow for pu use. Additionally, the town square and the public park will also use by the public and for City community events. Lot 5 - the 4-level western portion of the parking garage that will serve the Lot 6 - one of the four-story office buildings and the 3-level eastern portion of the parking garage for the office building. 104 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Lot 7 will accommodate the corner four-story office building at Stevens Creek Boulevard and N. Tantau Avenue. Lot 5 and Lot 7 are two parcels proposed in addition to the prev applicant is proposing condominium units for the senior housing. The creation of multiple parcels is highly discouraged in the Heart of the City Staff recommendation Specific Plan (Policy 3 under Policy Framework). One of the key reasons is that by adding multiple owners into a development, parcelization reduces flexibility of uses on project in a development more difficult and also discourages fut recommending only six parcels including Lots 1 through 5and combining Lots 6 and 7; one parcel for each type of use. Staff does not recommend Lot 7, which is a fu approving the senior units as condominiums since this would seri- use parcel, increase conflicts between the senior units and surr development of this key parcel.This is consistent with the past approval, which allowed parceli lots based on uses and did not include condominiumization of the residential units. 2. Mix of Retail and Residential Uses As noted earlier, the retail area in the development has been re proposed 2012 schemes, staff is concerned about the changes related to re, proposed market rate apartments and senior condominium units since these the focus of retail development and the mix of uses previously a As part of the new proposal, the applicant also proposes removin retail/athletic club and converting it to a residential site for-rate apartments. This would not only impact the retail mix, it would also convert a site that co residential uses on most of the ground level which would not be This siteis of great economic importance to the City in terms of its abil Staff recommendation general future fiscal revenue. Staff believesthat the retail and residential mix is key to preserving this ability. Staff therefore believes that the retail area should be 138,700 square feet. Regarding housing, although the school impacts do not appear tobe significant per the analysis, and the School District agrees that this number of students in and o believes that the two housing developments will seriously impact synergy of usesand future revenue generation potential on this key parcel. Ther recommend residential developments on two parcels. While senior on schools, the market-rate units are designed to a younger demographic, which is compatible with a downtown, mixed-use environment. So, both developments have their benefits. St recommendationfrom the Planning Commission as to thetype(s) of residential unitsthat should be allowed. It should be noted that if the retail, hotel and office area maximum number of market-rate units allowed would be 33 units, to prevent significant tra impacts. 3. Office Use and Allocation - Major Companies General Plan Requirement The modified project requests an increase of about 189,750 square feet of additio relocation of that space in the eastern corner of the project. 105 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 The Master Use Permit approved in 2009 received 100,000 square f Anza Boulevard area since there was no office allocation availab the time. This office allocation did not carry restrictions regaAt the time of the original project approval, an option to include 205,000 square feet of office space was not approved. Concerns at the time were that the office use was not an active a downtown environment. The proposed Modification to the Master Use Permit will require additional office allocation. However, since there is not sufficient office allocation in other areas w is requesting that the 189,750 square feet of additional office Major Companies office allocation pool. Currently, the available alloc It is anticipated that Apple will also require allocation from t still be sufficient allocation even with Main Streets use from The restriction with this office allocation is based upon General Plan Policy 2-20 (Diversity of Land Use), Strategy 3 which requires that (n)ew office development must demonstrate that the development well being of the City. Essentially, this means that new offic- revenue generation to the City.It should be noted that in order to meet the requirement of Gene Policy 2-20 (Diversity of Land Use), staff is recommending a condition (Condition ), which requires that (n)ew office development must demonstrate that the development fiscal well being of the City in accordance with Strategy 3 (Major Companies). The applicant is requesting to pay an in-lieu fee to meet this requirement. However, the City Attorney ha-lieu payment will not meet the General Plan intent. - There are several successful mixed-use projects that include office space. The Staff recommendation Bay Meadows development in San Mateo and Santana Row in San Jose Office use can help provide daytime activity in a downtown and c designed. The project proposes a connection from the proposed office space to the rest of t development. Additionally, the southeast corner of the project green space with public art, areas for the public and serves as y from the east. Therefore, staff supports the office development use in the new General Plan allocation. Staff is requesting the Commissions recommendation on giving th allocation in the amount of 189,750 square feet from the Major Companies office allocation pool. 4. Hotel - Type,Sizeand Banquet Facility The proposed hotel (See Attachment 14b)is a five-story 180-room Mariott Residence Inn. This type of hotel is a business-style hotel that essentially caters towards business travelers a amenities such as conference and meetings rooms, convenience-store type shops, and restaurants with limited service. It is not proposed as a full service, full ame-end four or five star hotel which typically provide amenities such as banquet hall facilities, res and the like. In 2009, when the Council approved the hotel with the hotel would be a four or five story full amenities hotel. The hotel was also conditioned to requ amenities with a 400 person banquet hall if over 160 rooms were The applicant has indicated that although the hotel is proposed to request relief from the condition of approval requiring the full-person banquet hall. In lieu of this, the applicant indicates that the level facing town square that will have the ability to provide some banquet hall services. 106 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Staff recommends that the number of hotel rooms be kept at 250 r Staff Recommendation consistent with the original approval. Additionally, staff is s recommendation on thefollowing: Whether the hotel should be a high-end facility that provides full service and amenities as envisioned and approved in 2009, Whether Condition No. 5 requiring a 400-person banquet facility should be retained or a modification allowing the condition to be met with a minimum of 6,500 square feetof restaurant and meeting space is acceptable. 5. Office Parking Garage The proposed project includes a split 3- and 4-level parking garage with an underground level of parking along Vallco Parkway. This parking garage is approximately 580 feet in length and will domin streetscape along Vallco Parkway at a height reaching a maximum -level parking garage portion is proposed to park the tenants of both office buildingskely be shared with other uses on site. The 4-level portion of the parking garage is proposed to be used as sh hotel and retail uses in the development. The other proposed use club and market rate apartments will be self-parked by their own underground garages. When the original project was approved, Vallco Parkway was envis Staff Recommendation apedestrian-oriented edge of the downtown. After reviewing the current proposal, staff believes that the length of the proposed garage severely compromises the eleva Vallco Parkway. Additionally, the three-story garage, which is only 42feet away from the office buildings severely compromises the main entries, which face the proposed garage. The massing along Vallco Parkway can be dramatically reduced and the streets by undergrounding the eastern portion of the parking garage (Gar underneath the four-story office 2 building (See Attachment 11). This would significantly reduce the visual impact of the garage, create street-level space along Vallco Parkway and provide an appropriate entry court to a future headquarters. The Citys Architectural Advisor hasalso studied the parking requirement for the office and believes that this ca underground parking. Staff strongly recommends the undergroundin Commissions recommendation on the issue. 6. TownSquare Retail Pads The town square is proposed to have two retail pad buildings(See Page A2.18 of Attachment14a) that flank both the north and south ends of the square. The building 3,000 square feet. These retailpad buildings are proposed to house uses such as a yogurt shop a like, similar to what is found in the town square pads at Santan an architectural style to match the agrarian theme of the retaile development. In the 2009 approved plans, no retail pad buildings were propose open space area large enough to be used by the public and for Ci-sponsored community events. The intent was to develop open space area that could be large enough to accommodate a large gathering of people, particularly for community events. The applicant explain use and draw people into the town square, and therefore, these r While some level of retail uses would enhance use of the town sq Staff Recommendation - believes that the proposed retail pads are too large and will de 107 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 gathering space for public use and community events. Therefore, Commission consider eliminating the southern retail pad and/orreduce the total size of the proposed buildings to no more than 1,500square feet each. Staff also recommends that the buildingsbe designed in a more open, gazebo style to preserve the open feel of the town square and original intent of facilitating public activities. The Commissions recommendat of the retail pads is requested. 7.Alternative Site Plan/Park Location: The proposed 0.75 acre park is located along Stevens Creek Boulevard development site adjacent to the Metropolitan mixed use developm publicly accessible and neighborhood-serving and was placed adjacent to the Metropolitan mixed use development to provide passive open space park area that would b Scheme 2A and 2B indicate an alternate location for the park whi senior housing complex and the park, allowing the park to be more yet still adjacent to the Metropolitan mixed use development. Th utilized by the surrounding residents of the senior housing complex and/or the market rate apartment complex, and the two adjacent mixed use developments to the east Additionally, the park would create an expanded open space area be visible to the town square area and provide some safety away from Staff is recommending a small change to the concept originally p Staff Recommendation the applicant in Schemes 2A and 2B (See Attachment 11). Theconcept of flipping the senior housing and the park will allow for additional opportunities including t proposed park area so that there is some continuity provided bet Stevens Creek Boulevard and the retail buildings to the west at the Metropolitan m development. This also aggregates the retail commercial shops al creates a parking lot in the rear, which would make the retail mStaff does have some concerns about the reduced setbacks adjacent to the Metropolitan addition of privacy landscaping if this alternative is preferredThe Commissions recommendation on this alternative is requested. 108 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Public Outreach As part of the public outreach process, the City sent out citywide courtesy notices to inform all residents and businesses of tonights meeting as a combined community meetand public hearing process. Additionally, the applicant has indicated that they have held separate o key members of the community toadvise these members of the proposed plans, including the altern option of including market rate apartment units. Public Comment OnMarch 9, 2012 (See Attachment 12), the City received an email from a residentexpressing her concerns about the possibility of additional housing that could schools. While a student generation analysis was prepared for this projecnote that the Planning Commission is precluded from making determinations base Environmental Assessment On March 23, 2012, the Environmental Review Committee (ERC) will review the 2012 Addendum to the 2009 Final Environmental Impact Report (See Attachment 13) prepared in accordance with the California Environmental Quality Act (CEQA) and make recommendations. The recommendation of the ERC will be provided at the Planning Commission meeting.The projectincludesmitigation measures as outlined in the Mitigation Monitoring Program (MMRP) prepared by David J. March 2012. The applicant will be required to comply with these for the project.The ERC recommendation and additional mitigations suggested bythe ERC will be made available to the Planning Commission at the hearing. 109 M-2011-09, ASA-2011-24, TM-2011-04 Main Street Cupertino March 27, 2012 Prepared by: Aki Honda Snelling, Senior Planner Reviewed by:Approved by: /s/Gary Chao /s/ Aarti Shrivastava Gary ChaoAarti Shrivastava City PlannerCommunity Development Director ATTACHMENTS: Attachment 1: Draft Resolution for M-2011-09 Attachment 2: Draft Resolution for ASA-2011-24 Attachment 3: Draft Resolution for TM-2011-04 Attachment 4: 2009 Approved Master Use Permit plans Attachment 5: 2009 Master Use Permit Conditions of Approval Attachment 6: Letter Justification Letter and List of Modifications Attachment 7: South Vallco MasterPlan Attachment 8: 2009 Approved Tree Disposition Plan Attachment 9: School generation and fiscal analysis of January 2012 Attachment 10: Draft CC&Rs Attachment 11: City Architectural Advisor recommendations (auto Attachment 12: Email from resident Attachment 13 a: Draft 2012 Addendum to the 2009 Final EIR Attachment 13 b: Appendix A to Addendum Attachment 13 c: Appendix B to Addendum Attachment 13 d: Appendix C to Addendum Attachment 13 e: Appendix D to Addendum Attachment 14 a: Architectural Plan Set Attachment 14 b: Architectural Plan Set (hotel) Attachment 14 c: Landscape Plan Set Attachment 15 a: Tentative Map and Civil Drawings Attachment 15 b: Tentative Map and Civil Drawings continued Attachment 15 c: Tentative Map and Civil Drawings continued Attachment 16: Architectural Advisor architectural building comm 110 MAIN STREET CUPERTINO Since the formal project submittal, the project sponsor has rece stakeholders includingcomments from the Planning Commission. Below is a list of proje have been madein responseto community input and the rationale for the changes. Park relocationfrom Stevens Creek to the interior of the project Relocating the park creates a safer and more secure environment The park will be in closer proximity to the adjacent residential uses including Metropolitan, Rosebowl and the senior housing units Replacing park with retail activates the retail experience along the majority of the projects Stevens Creek frontage Move the major tenant fromVallco Parkway to Stevens Creeekand add an auto court to service the needs of the major tenant (This concept is represented in Option-2) The visibility and access to parking for retail on the western p strengthened The walkability of the project is strengthened because retailand active spaces fronts all sides of the Town Square Move Senior Housing to the back of the property and include retail and active uses a- facing-areas of the first floor (This concept is represented in Option -2) Vallco Parkway will be activated and will tie in better with the Ro Senior housing does not need Stevens Creek visibility The pedestrian nature of the project is strengthened by including retail below the senior housing Include two story incubator and flex spacein front of the garage The massing of the garage is substantially hidden with the two b Retail is located within the entire interior of the project, whi connection for visitors to the project. In other words, there is a reason to walk within the e project(This concept is represented in Option A (1) -2) The incubator flex space creates opportunities for small compani sized work space, and be near services Move the Office Building 2 closer to Vallco Parkway and Eliminat Eliminating Garage 2 reduces the overall garage massing of the p Creates an opportunity for an auto court along Stevens Creek providing easier access to parking Massing along Stevens Creek is significantly reduced Garage is resized to include one more level above grade and an a 111 Hotel elevations have changed Enhance and improve the hotel elevation and color palette to mor with the rest of the project Eliminate the request to draw office square footage from the Gen-20 Strategy 3 Major Companies Eliminates competition for a limited amount of office square fooat comply with that General Plan Strategy Request additional office square footage from the General Plan Development Allocation reservedfor office development Eliminates restrictions on the type of users that can occupy the The prior approval included 100,000 square feet of office and the applicant is continuance from the prior approval of such square feet with the160,000 square feet for a total of 260,000 square feet. The project sponsorreduced the size of theoffice buildings to address the current limitations of available office square feet in the General Plan Development All asks that Council still consider and comment on a plan for 292,0 Developerto pay for the cost of a General Plan Amendment, up to $350,000, to increase office square footage in the City Provide the city a means to replenish the office square footage 112 Appendix F: Additional Restaurant Sensitivity Analysis 113 TABLE OF CONTENTS BRIEF SUMMARY¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼1 ENROLLMENT IMPACTS¼¼¼¼..¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼ ¼2 Background Student Generation Rate Analysis Enrollment Impacts Enrollment Capacity of Schools CAPITAL FACILITIES COST AND REVENUE IMPACTS¼¼¼¼¼¼¼¼¼¼¼¼.11 Facilities Costs Main Street Cupertino Project Development Impact Fee Revenue Comparison of Capital Facilities Costs and Development Impact Fe ¼¼¼¼¼¼¼¼¼¼¼¼¼¼ OPERATING REVENUE AND COST IMPACTS17 Operating Costs Operating Revenues Comparison of Operating Costs and Revenues SUMMARY¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼..21 SUPPLEMENT- PROJECT ALTERNATIVE¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼..23 ________________________________________________________________ Schoolhouse Services i January 2012 131 BRIEF SUMMARY The apartments in the Main Street Cupertino project might be exp students. (There would not be any students generated by the 143 senior units.) They genera relatively small number of students for the number of housing un schools are crowded, this number of students in itself is not a Cupertino Union and Fremont Union school districts. The problem is additional students coming both from all new development and due from existing housing. The Cupertino Union School District (elementary and middle schools) and the Fremont Union High School District will need additional facilities to house th The Main Street project will pay development fees to be utilized apartments are only a small part of the project and because their student generation rate is fa low, for both districts these one-time fees will exceed the share of the costs of additional schoo facilities attributable to the Main Street project. The state provides funds to the Cupertino District to supplement property tax revenues and, given additional students, will provide additional funds to main financial resources per student from property taxes and state fu sources, primarily the parcel tax, which are less than ten percent of the b significantly. The Fremont High District depends primarily on the property tax apartments are only a modest part of the total project, property tax revenues from the project will substantially exceed the share of the districtÈs annual operatin Street project. _____________________________________________________________________________________ Schoolhouse Services1 January 2012 132 ENROLLMENT IMPACTS Background The City of Cupertino has contracted with Schoolhouse Services tuct an analysis of the enrollment and fiscal impacts of the proposed Main Street Cupert districts. The land-owner and developer, 500 Forbes, LLC, has previously received ap a multi-use project on the site. It is now requesting that the project include 120 apartment units and some additional retail space, with the athletic club no long project site consists of 18.4 acres located on the north side of by Vallco Parkway on the north, Tantau Avenue on the east side, the west. The site has already been cleared and the developer i the project, including occupancy of the apartments, in 2014. The scope of this report is an analysis of the project revised as the land uses include 120 apartments, 143 units of senior housing, a feet of retail, 292,000 square feet of office space, and 1,963 ping stalls. More information about the sizes and character of the uses is included in a later The project is located within the school district service areas School District (CUSD or Cupertino District) and Fremont Union High School District (FUHSD or Fremont District). It is within the Eisenhower Elementary at with the Sedgwick Elementary attendance area. At the middle sch it is located in the Hyde Middle School attendance area. The project is in the School attendance area, located to the south only a couple of bl report considers the enrollment impacts on these schools and the on the two districts. Student Generation Rate Analysis A projection of new student enrollment resulting from the Main S identification of the potential impact of development on the imp generation rates (SGRs), the average number of students per new housing unit, ar for the projection of enrollment into the future. Multiplying t appropriate SGR results in a projection of students from the uni Different housing types generate different SGRs. Single family detachedunits, houses with a surrounding yard, usually generate the most students, typically the amount of students generated by most apartment units and conividually owned units in a multi-unit building, often referred to as single family attached). Ho located in a highly rated school district, relatively large grou condominiums (townhomes), especially if they are in a family-friendly setting and affordable, can generate almost as many students as single family detached u _____________________________________________________________________________________ Schoolhouse Services2 January 2012 133 Main Street CupertinoEnrollment and Fiscal Impact Analysis The majority of condominiums and apartments, however, are usuall families. Most of these units are smaller, ranging from studio loft units to predominantly one and two-bedroom units. They are usually in multi-story buildings and lack private yards. Within the range of apartments and condos, however, student gene with the sizes and the design and marketing of the units being major factors; this topic is addressed in more detail below. These student generation comparisons are present in Cupertino. that student generation in essentially every category is greaterit is in almost all other California districts. The high performance of Cupertino school schools make the city an extremely desirable place for families result, developments are more likely to design housing to be attractive to young families. The combination of the desire of young families to reside where the schools and the targeting of new housing to these young families It should be noted that, for both single family units and units in multi-family buildings, when the buildings are new, younger families tend to be over-represented and student generation is generally greater at the elementary school level. As the units , the students present begin to enter the higher grade levels and eventually high schoo and are replaced by younger families, other families become long number of years the average age increases. Eventually a more stabilized SGR evolves as the subdivision ages, with the spreading of students amongst the ele school being more equally apportioned than in the first decade a SGRs of Recent Residential Development In Cupertino Enrollment Projection Consultants (EPC) has been the demographer District (elementary and middle schools) and the Fremont Distric As part of its work the firm determines student generation (counts the number of students) for a large number of relatively new housing units of various housing rate (SGR) is the number of students counted divided by the numb multiplied by the number of projected new units of each housing type to enrollment from new housing. The most recent EPC studies available when the first draft of th completed 12 months ago. Since then the firm has updated its student generation survey and prepared forecasts based on the recently completed official enro school. The findings and forecasts in this yearÈs studies are f year, with the exception of some modest enrollment increases due to higher SGRs and to yearÈs higher than expected kindergarten enrollment. The EPC surveys are the logical place to start to estimate the S They cover 590 attached units, including both apartments and condominiums. One and two- ________________________________________________________________ Schoolhouse Services3 January 2012 134 Main Street CupertinoEnrollment and Fiscal Impact Analysis bedroom units dominate on the sample, though it includes some st Multi-family buildings with generally larger units and/or designed to not included in this sample; they are grouped in a 329 unit sample with single the SGR analysis. The survey by Enrollment Projection Consultants found an average (kindergarten through eighth grade) of 0.27 students per multi-familyresidential unit, a little more than one student in every four homes. The average SGR for of FUHSD, the high school grades, was 0.08 per unit in multi-family buildings. (This is about four times the 0.02 high school SGR in the remainder of the Fremont District.) Tables 1 and 2 summarize the SGR findings for both CUSD and FUHSD for the resid (The SGRs for single family units are included for comparison.) Table 1 Average SGRs by Housing Type Cupertino Union School District . Housing TypeAverage SGR Apartments and Most Condominiums 0.27 Single Family and Some Condominiums 0.64 Source: Enrollment Projection Consultants. Table 2 Average SGRs by Housing Type Fremont Union High School District Housing TypeAverage SGR Apartments and Most Condominiums 0.08 Single Family and Some Condominiums 0.21 Source: Enrollment Projection Consultants. ________________________________________________________________ Schoolhouse Services4 January 2012 135 Main Street CupertinoEnrollment and Fiscal Impact Analysis Main Street Cupertino SGRs The next step is to choose an appropriate SGR to use in the anal The developer has indicated that they plan to design and market the apartments for sophisticated adult living. We know from many studies that certain characteri adult oriented complexes (and hence few students). These includ The units generally are studios or have only one bedroom; The units are small, in particular lacking larger kitchen/family Though small, the apartments are expensive; families can usually money in alternative locations; They tend to be in taller buildings, with a minimal number of the units at ground level; They lack yards with limited access and play structures for pre-school children, and lack lawns in the complex for the play of elementary school-age children; There is only one assigned parking space per unit; They are marketed for their sophisticated adult life style; To make living at such a high density attractive, they include f fitness centers, party lounges, business centers, gated entrance preferences, but adding to the price. The developer has indicated its intention of designing for and m couples, rather than to family units. It does not plan on any a bedroom; there will probably be a limited number of studios. Much of the apartment building will be four stories tall and thus there will be a limited numbe number of parking spaces reserved for each unit is unknown. The amenity features in the complex, e.g. a fitness center, will be oriented to adults. And, given the high cost of land and of development in amenities, the rental rates will be high, often a problem for yo The name of the project, itself, offers the image of adult-oriented activities Ã shopping, offices, a hotel, etc. The only outdoor space oriented to the apartments is a small courtya accommodate childrenÈs outdoor play. There are a park and a town square, each less than one acre in size, nearby but separated from the apartments by retail from the survey would appear to be an upper end of the range of generation if the units are designed and marketed as adult one-bedroom units. However, if they have a den or other space that could be used as a bedroom and ha the SGRs could be at the upper end of the range or possibly even ________________________________________________________________ Schoolhouse Services5 January 2012 136 Main Street CupertinoEnrollment and Fiscal Impact Analysis It is almost certain that there will be some students residing in the apa may average as large as 1,200 square feet. That provides room f and is a size more typical for two-bedroom units. The size could easily accommodate a room which a working couple would value as a Åden/office,Æ but which or two children would value as a second bedroom. If there are t that would result in more families. And, of course, Main Street is located in very desirable school districts. The attraction of the schools is such that so choose to live there no matter how adult the orientation of the separated or divorced person will be living in an apartment and a son or with the parent, either because the parents desire to have the c because a son or daughter wants to live with Åthe other parent.Æ The Montebello development at the corner of Stevens Creek and De A example of units designed and marketed for adult living in a ver development was built in 2003 as apartments oriented to adults, rship market at that time led to the units being sold as condominiums, though a rented. The units are one and two bedrooms, with a relatively f modest size for condominiums, typically 850 square feet for one-bedroom units and 1,100 square feet for two-bedroom units. These unit sizes are below the tentative one-bedroom size of the Main Street units; that suggests the Main Street project could h Montebello units. The Montebello includes a pool, a spa, a fitness center, and an entertainment center. There is a Le Boulanger on the ground floor and a Starb out-door space oriented to the development is an interior courtyard s and shrubbery, thus providing no play space. The urban orientation the complex of which Montebello is a part, City Center. The 207 Montebello units are not sufficient to be a reliable stao serve as a useful indicator. A total of 43 students, 27 element six high school students, reside in the 207 units in the project there one year ago.) The SGRs are thus 0.18 and 0.03 for CSUD and FUHSD students respectively. These SGRs can be seen as reasonable estimates of reasonable SGRs for the Main Street units, with one adjustment. couple of blocks from Cupertino High School, a very high achieving school; it should be expected that that will result in a higher high school SGRs. In summary, our perspective is that the Main Street SGRs could b averages of apartments and condominiums units (omitting complexes with larger family oriented units), 0.27 and 0.08 students per unit, and as low as 0.18 and per unit for CUSD and FUHSD respectively. Given the similaritie Main Street settings, we are using SGRs closer to the elementary and middle school SGRs fo the Montebello units in the calculations in this report, knowing lower depending on factors not yet known. The high school SGR u ________________________________________________________________ Schoolhouse Services6 January 2012 137 Main Street CupertinoEnrollment and Fiscal Impact Analysis for units in the CUSD portion of the district. Table 3 below sh CUSD and FUHSD. Table 3 Main Street Development Projected SGRs Main Street Project 0.15 Elementary (K-5) SGR 0.06 Middle (6-8) SGR Total CUSD SGR 0.21 High School (FUHSD) SGR 0.06 Source: Scho Enrollment Impacts With appropriate SGRs we can proceed with the calculation of the 120 apartments. (No students will be generated by the 143 senior units.) We can also a impact of that development on the current enrollment at the impa expected to be Sedgwick Elementary, Lawson Middle, and Cupertino calculated student enrollment impact resulting from the project. Table 4 Estimated Enrollment Impact* ElementaryMiddleHighTotal 120120120 Apartments SGR 0.150.060.06 Students Subtotal 187732 * Three to ten years after construction of the units. Source: Schoolhouse Services. Given the assumptions described above, the Main Street developme approximately 32 students. They will impact the three schools t It is anticipated that 18 students will be assigned to Sedgwick Ele Lawson Middle School, and five will attend Cupertino High School It was pointed out earlier that the distribution skewed towards be reduced over time. After a decade a more even distribution is to be exp well be at approximately the same level or not too far below. I estimates are reasonable for the proposed units; however, many characteristics of the units are unknown and the actual enrollment generated could vary moderatel numbers. In any case, the number of students is modest given th overall size of the project. ________________________________________________________________ Schoolhouse Services7 January 2012 138 Main Street CupertinoEnrollment and Fiscal Impact Analysis Enrollment Capacity of Schools Elementary Schools A discussion of the capacity of the elementary schools needs to pattern of capacity versus enrollment of the district as a wholeCupertino Union is a rapidly growing school district. Enrollment has increased every year in the last decad 15,571 in the fall of 2001 to 18,645 this fall, an increase of 2 schools in the District. This increase is overcrowding many of Most of the schools are housing more students than their design capacity, pr classrooms. School classroom support facilities- cafeteria/general purpose spaces, administrative offices, support classrooms for music/art or for with targeted needs, playground space and facilities, etc.- are over-crowded or unavailable. The Enrollment Projection Consultants fall 2011 study projects a students district-wide by next fall. Then, assuming that the rapid addition of young families in the district begins to abate, enrollment will probably begin a s downward trend from a level of growth that EPC sees as unlikely However, and most important, the trends over the last few years and as projected to continue for the next few years are different in the three areas of the distr of I-280 are experiencing strong growth resulting in very serious cap the central tier lying below I-280 are crowded, though not to the extent of the northern school and are experiencing increases in enrollment for another year or southern portion of the district have already passed their peak ent and have a continued decline projected in the future. Main Street Cupertino is located in the Eisenhower School attend of I-280 and on the boundary of the Sedgwick School attendance area. north of the freeway and is one of the seriously overcrowded schools. I anticipated that students from Main Street would be assigned to case with enrollment from the condominium complex adjacent to an side of the Main Street project. There are advantages to this other than th is closer to the Main Street project and is on the same side of The State of California funds a class size reduction program thasubsidizes a portion of the cost of class size reduction in kindergarten through third grade and in this program. The standard built into the program is a maxim homeroom. Under this standard both Sedgwick and Eisenhower Schools would be impossibly overcrowded. Due to financial and classroom capacity constraint increased the maximum size in the kindergarten through third gra in this school year, raising class sizes in these grades up to a non-to-exceed maximum of 24 students. This increase was possible because the penalties buil waived. However, the waiver sunsets after the 2013-14 school year. This increase provided a ________________________________________________________________ Schoolhouse Services8 January 2012 139 Main Street CupertinoEnrollment and Fiscal Impact Analysis sufficient increase in capacity for Sedgwick, and Eisenhower, to students this year. However, the Cupertino community values edu district will make a strong effort to return to smaller classes in the lower grades if at all possible. Even with the increased capacity resulting from larger classes, accommodate their current enrollment only because many students areas are attend other schools. Sedgwick has 230 more students, a total of 752 stud its attendance area than the 522 that attend the school. Eisenh attendance area; its enrollment is 742 students. The relationship between a schoolÈs enrollment and the count of students residing in the s attendance area needs to be explained. The Cupertino District h located in schools with available capacity; CLIP, the Chinese La is an example. Many students participating in the program are draw northern/northeastern and central tiers of the district, lesseni overcrowded schools. Also, Special Day Class (SDC) programs areated in the southern schools, again drawing some students from the more crowded schoo numerous situations in which students are directed to a school i shifting enrollment south and lessening the pressure on the over-crowded schools. All of these practices have some inherent disadvantage, but it is a much more having the northern schools even more crowded or having students distant from where they live. Future enrollment at Sedgwick is projected to peak at slightly a students residing in its attendance area continue to attend othe adding the projected increase in students residing in the attendance area to current enrollment.) This enrollment is significantly in excess of current capacity, -3 class size reduction at the higher level. Possible options to p addressed in the section entitled ÅFacility CostsÆ below. Middle Schools The situation of growing enrollment overwhelming capacity in the the middle schools. Enrollment Projection Consultants is expect students between now and the fall of 2015. Main Street Cupertino is in the area, though close to the Lawson attendance area, with the two s equidistant from the project. Each of these schools already has students. They are also affected by the overload at Cupertino M enrollment of 1,293 students and would have an enrollment of wel students from its attendance area being assigned to other schoolabout 50 to Hyde Middle. Adding the projected increase in students residing in t areas, these schools are projected to have enrollments above 1,1 Cupertino Middle is projected to have almost 1,700 students. The current facilities at these ________________________________________________________________ Schoolhouse Services9 January 2012 140 Main Street CupertinoEnrollment and Fiscal Impact Analysis schools are overloaded at their current enrollment. They could projected enrollment. High Schools The Fremont Union High School District currently has an enrollme five comprehensive high schools. The enrollment capacity of these fi enrollment exceeds capacity by 619 students. Per EPCÈs latest r enrollment is expected to grow, moderately in the next two years and then at a faster rate. The projected increase over the next two years, 2011 to 2013, is abo the following two years is projected to be about 400 more studen projected over the remainder of the decade as the larger classes already in the element middle school grades enter in to the high school. Main Street Cupertino is located only a couple of blocks from Cu Cupertino High is calculated to have an enrollment capacity of 1,767 students. Its fall 2011 enrollment is 1,893 students , 126 above the capacity. The bigg forecast that in the fall of 2013 the attendance area will have attendance area and by 2015 an additional 200 plus students, bringing its enrollment t 500 students above the current capacity of its facilities. ________________________________________________________________ Schoolhouse Services10 January 2012 141 CAPITAL FACILITIES COST AND REVENUE IMPACTS A school district adding a significant number of students usuallto incur one-time upfront costsfor capital facilities to house the students. California law pr usually paid at the time a building permit is issued, as a sourc This section addresses the cost of accommodating students from Main Street and compares the cost with the development fees the project will generate. Facilities Costs Elementary School Costs The analysis of elementary school capacity above shows that neit whose attendance area the project is located, or Sedgwick Elemen students from the Main Street Cupertino project are likely to be severe shortage of capacity at Eisenhower, will have capacity ave in its present facilities in 2014 when enrollment from the project is first expected to atten the projected number of students generated by the project, is no students. If these were the only students CUSD needed to accommodate, the crowding effect would be minimal. The problem, however, is the total number of and, even more, the increased enrollment from already existing h The districtÈs preferred option for housing the increased enrollment would be a new school i northern portion of the district. However, there seems to be no primary reasons are the lack of a suitable site and, if one weremical cost. The assumption made here is therefore that the increased enrollm by construction of one or more classroom wings at one or more ov-crowded schools, along with improvements in the support facilities to allow the campus to function with a significantly larger enrollment than the design of the campus anticipated. It will be a challenge to add additional classrooms on the Eisen They were designed for smaller enrollments and the sites are only 9.8 and 8.8 acres in size respectively. The School Facilities Planning Division of the Ca makes available a ÅGuide to School Site Analysis and Development recommendations for size of campus for various enrollments. The guide recommends 13.1 acres for an elementary school of 750 students without a class size re with class size reduction. Accommodating about 750 students on a much smaller campus involvon areas the state guide plans for other uses, such as recreation (-7 acres recommended). The assumption used here is that the classroom wings would have two area required and that the enlargement of support facilities woud also be designed to minimize the compromise with recreational space. _____________________________________________________________________________________ Schoolhouse Services11 January 2012 142 Main Street CupertinoEnrollment and Fiscal Impact Analysis The State Allocation Board uses a cost of educational facilities new school facilities. The current grant amount for elementary student, based on a total cost of $18,224 (land costs not included). Cal Allocation Board to review school costs annually, with the next meeting in January 2012. The specific Class B cost of construction index that the Board uses to adjust for changes in cost is not available, but an Engineering index has increased 3.2% in the 12 months ending in September. SAB is likely to increase the grant amount about three percent in January, raising the cost to about $18,800, which is used here because the existing cost i-of-date. It can be noted that a two-story classroom building would be expected to cost about $300,000 per classroom. (An elevator would be required.) Assuming 24 studen cost is $12,500 per student, two-thirds of the State Allocation Board cost. This figure is likel be an understatement of the costs the Cupertino District would incur in making such improvements. The State Allocation Board cost is estimated assu story construction. Adding space to an existing campus is usual Additional students on the campus require enlarging of some of the support facilities as well, e.g., the cafeteria and multipurpose rooms. A rough rule of thu elementary school costs are for support facilities. In this rep student is used as the cost of adding capacity to the Sedgwick or Eisenhower campuses. Middle School Costs Main Street Cupertino is located in the Hyde Middle School atten reason to anticipate that its students will not attend that schoove, enrollment is already above capacity and is expected to grow in the next few y The other middle schools in the northern and northeastern part o Cupertino, are also projected to have enrollments substantially f the capacity of their current facilities. The Cupertino District has plans for expans Plans for the Cupertino campus include a two-story 22 room classroom building. Plans for Lawson include two two-story classroom buildings, one with 16 rooms and the other with eight rooms. Because of the other support and recreational space impr cost of the improvements for both campuses is $50 million. The single-story four unit classroom addition; the staff has recognized the need for it to on the same footprint. Again, these plans have not been formall All three schools have a problem with limited campus space due t being above the level for which they were designed. The ÅGuide to School Si published by the Department of Education has a standard of 20.9 students and 23.1 acres for a school of 1,200 students. Hyde has a current enrollment of 1,005 students and a site size of 14.0 acres; Cupertino has a current ________________________________________________________________ Schoolhouse Services12 January 2012 143 Main Street CupertinoEnrollment and Fiscal Impact Analysis the size of its campus is 20.4 acres; and LawsonÈs enrollment is acres in size. The picture is even more unsatisfactory, if projected future enrollments are considered. These size constraints are a factor contributing to planned improvements. (It should be noted that the CUSD Board o or adopted plans for construction of any of these improvements.) It seems appropriate to again use the state cost figures to calc from Main Street. The state 50% grant amount as of January 1, 2g this amount three percent for the expected January 2012 adjustment fo $9,926. The full cost rounded is thus $19,900. High School Costs Fremont District enrollment exceeds capacity district-wide and at the Cupertino campus, where Main Streets students would attend. The district has already ap capacity to Cupertino High School and has plans for two other, a unfunded, projects. The first project is construction of a new cafeteria/library/administration building; construction is planned to begin in January of 2013 an school in 2014. The cost of construction and all related costs project is the refurbishment of the vacated support buildings into 11 classrooms; construction planned to begin in July 2014 and be finished prior to the start cost is $3.1 million. One of the other projects is the construce classrooms near the existing science building. This project wou classrooms now located there; it is being planned because of the classrooms and would add, at most, the capacity for two classrooof students. The last project, still tentative and in the initial planning phase, is t The location identified as a possibility for the building would classrooms; it is possible that the 20 classrooms that could be accommodated on the site in a two-story building will be needed. At $300,000 per classroom, the c be $3.0 and $6.0 million for the 10 room and 20 room buildings r The total cost of the three projects that result in significant additional capacity, includ room alternative for the classroom wing, is $27.3 million. The capacity assuming 27 students per classroom. Thirty-one classrooms at 27 students per room is capacity for 837 students. The cost per student for these expen student. (The cost is perhaps $42,800 if the 10 room classroom based on the assumptions in the state grant program became $24,520 as of January 1, 2011; increasing this three percent for the coming January adjustment summary, FUHSD anticipates incurring per student costs for the a significantly above that assumed in the state grant program, reflecting the higher cost of adding capacity at an already developed (and crowded) campus. Given th cafeteria, library, administration building, however, the state here, as it is for the elementary and middle school improvements. ________________________________________________________________ Schoolhouse Services13 January 2012 144 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 5 lists the per student cost and the cost of facilities fo grade levels. Table 5 Per Student Cost of Additional Capacity Fremont Union High School District Grade LevelPer Student CostNumber of Grade Level Cost Students Elementary School $18,800 18$338,400 Middle School $19,900 7$139,300 High School $25,300 7$177,100 Source: Schoolhouse Services. TheMain Street Cupertino Project The impact fee revenue, the source of school capital improvement nature of the buildings in the Main Street project. Other docum information about the buildings than is included in this report. However, the projection of development fee revenues and property tax revenues that will acc requires that some critical assumptions about the project be inc the various types of development in the project with the assumed squa Thenumber of apartments, senior units and hotel rooms, the square footage of the retail and office space,and the number of parking stalls comes from the description of the application before the City of Cupertino. The developer and Schoolhouse sta the apartments, senior units and hotel rooms; they should be vie specifications of development, at this stage. Schoolhouse prepared the estimates of ÅOther SpaceÆ with input from knowledgeable Silicon Valley/Peninsula de considered to be simply reasonable scenarios, as the square foot decisions the developer will make whether or not to include certain types of space. Table 6 Square Feet of Development Number ofSquare Feet OtherTotal Unitsper UnitSquare FeetSpace*Square Feet 1201,200144,00020,000164,000 Apartments 143900128,70025,000153,700 Senior Units 180580104,40035,000139,400 Hotel Rooms 83,20083,200 Retail Space 292,000292,000 Office Space 1,963 Parking Stalls 377,100455,200 832,300 Total * Includes lobby, administration, fitness, storage, general purpos room,hallways, etc. Source: Schoolhouse Services. ________________________________________________________________ Schoolhouse Services14 January 2012 145 Main Street CupertinoEnrollment and Fiscal Impact Analysis As discussed above, the apartments are assumed to be targeted to areas would likely include rooms such as a fitness center. The dining facilities and common room space, but not assisted living facilities. Th quite large. This suggests either an upper end facility or an e space estimate includes some meeting rooms, but not extensive meence facilities. Development Impact Fee Revenues Both CUSD and FUHSD are eligible to levy Level 1 development imp development and the majority of commercial/industrial developmen maximum fee amounts; both districts have documents justifying their need to levy t amounts, as do most California school districts. The maximum Le CUSD and FUHSD together are currently allowed to levy is $2.97 p development. Fees can usually be levied on non-residential development because of the role of employment in causing a need for residences where employees and maximum fee for commercial/industrial (non-residential) development is $0.47 per square foot. The preceding section where the costs of additional capacity wer Allocation Board adjusts grant amounts annually in January for c construction. It does the same for development fee amounts, but only biennially. The Class B cost of construction index used by the state board rose 4.3% in for 2011 projects a seven percent increase in January 2012. Thi $3.18 and $0.50 per square foot for residential and commercial/industrial development respectively. Since the existing fees are almost two years out-of-date and will soon be adjusted, the increased fee amounts are used here. FUHSD and its elementary feeder districts have an agreement as to how fee revenues are to be shared. Per this agreement, CUSD will be allowed to collect up amount, projected to be $1.91 per square foot of residential dev collect 40% of the maximum, projected to be $1.27 per square foot of residential development. The maximum fees on commercial/industrial development are projec per square foot for CUSD and FUHSD respectively. The maximum fe adjusted again in January 2014. California Government Code section 65995.1(a) stipulates that re housing will be charged only the commercial/industrial rate; the be charged $0.50 per square foot, with the revenue being allocated between the districts according to the agreed upon shares. It can be noted that, sin involve few employees, that development fees levied on construct be small. ________________________________________________________________ Schoolhouse Services15 January 2012 146 Main Street CupertinoEnrollment and Fiscal Impact Analysis The information about the square footage of the various components Table 6 can be multiplied by the development impact fee amounts that would be generated by the Main Street project, as shown in Table 7 Development Impact Fee Revenue TotalCUSDCUSDFUHSDFUHSDTotal Square FeetFeeFee RevenueFeeFee RevenueRevenue 164,000$1.91$313,000$1.27$208,000$521,000 Apartments 153,700$0.30$46,000$0.20$31,000$77,000 Senior Units 139,400$0.30$42,000$0.20$28,000$70,000 Hotel Rooms 83,200$0.30$25,000$0.20$17,000$42,000 Retail Space 292,000$0.30$88,000$0.20$58,000$146,000 Office Space 832,300$856,000 $514,000$342,000 Total 257 Number of Students $21,000$49,000 Revenue per Student Source: Schoolhouse Services. Comparison of Capital Facilities Costs and Development Impact Fee Revenue Table 8 shows the calculation of the difference between the deve generated by the Main Street projects given the current project proposal and the Const Cost Index adjusted facilities costs per student for each of the modest positive capital cost impact for CUSD and a significantlypact for FUHSD. If the number of students used were from a decade or enrollment will be more balanced among the age levels, the cost among the districts. The positive impacts reflect the preponder-residential components in the Main Street Cupertino project. Table 8 Development Impact Fees Versus Facilities Costs* Fee RevenueFacilities CostPer StudentTotal Facilities Per StudentPer StudentCost DifferenceStudentsCost Impact $21,000 $18,80018$39,600 CUSD - elem $2,200 $21,000 $19,900 7$7,700 CUSD - middle $1,100 25 CUSD - total $47,840 $49,000 $25,300 7 FUHSD $23,700 $165,900 * Both fee revenue and facilities costs are one-time, rather than annual, estimates. Source: Schoolhouse Services. ________________________________________________________________ Schoolhouse Services16 January 2012 147 OPERATING REVENUE AND COST IMPACTS Operating Costs Almost all operating costs tend to increase with enrollment if e maintained. Operating costs are annual costs and are matched with revenues received annually. These costs include personnel costs like salaries and benefits f employees, which generally comprise a large majority of a distri per student estimate is simply a calculation of the operating expenditures divided by the of students, as shown in Table 9. Table 9 Operating Costs Operating Number of Per Student Budget Students Cost $136,474,00018,645 CUSD $7,320 $100,843,00010,346 FUHSD $9,747 Sources:CUSD and FUHSD 2011-12 budgets and Schoolhouse Services. Operating Revenues The Main Street Cupertino project will affect the revenues and c different ways.CUSD is a Årevenue limitÆ district. Like other revenue limited districts in the state, its property tax revenues are not sufficient to reach the under the State of California school funding program. Therefore funds necessary to fill the gap up to the guaranteed level. The result is that t property taxes plus the revenue limit program increases proporti Another reality for a revenue limit district is that the increas tax revenue from new homes is offset by a comparable reduction in the money from the taxes do not affect the total of property tax and state revenue The Årevenue limitÆ total in CUSDÈs 2010-2011 budget is $87.75 million or $4,706 per student. (The Årevenue limitÆ total five years ago was almost exactly the enrollment at that time, the amount per student was $5,300.) Th-2012 state budget is subject to a mid-year adjustment if revenues are lower than assumed in its budget and at least some of the adjustment will take place. However, CUSDÈs budget this magnitude would be necessary. Further reductions are sched The annual reduction is projected at $4.6 million, but only if the measu passed; if not, the reduction is projected to be $11.4 million. Governments also supply other funding, generally for categorical to increase as enrollment increases. The operating revenues from these million, or $1,727 per student for CUSD for the 2011-2012 fiscal year. Thus, the revenue impact _____________________________________________________________________________________ Schoolhouse Services17 January 2012 148 Main Street CupertinoEnrollment and Fiscal Impact Analysis coming from sources that will increase approximately proportiona addition of new students resulting from the Main Street project is $6,433 per st Local revenues to CUSD (other than the property taxes) constitut primarily parcel tax revenues, they total $9.34 million or $501 student. Parcel taxes flow from two measures approved by the voters. However, there will n in the project so its contribution to parcel tax revenue will be revenues are not likely to increase with additional enrollment or as a result of the project. FUHSDis one of the relatively few districts in the state that is not DistrictÈs per student property tax is moderately above the amouit funding guaranteed by the state. Because there is no state supp state revenue does not increase when additional students are enr development generates additional property taxes, increasing the tÈs revenues. The property tax revenues will be equal to the DistrictÈs share of t market value established by the Santa Clara County Assessor at t completed. Table 10 shows the calculation of the assumed assessed valuation for the Main Street project as proposed. The assessed values are calculated based on per unit estimated by Schoolhouse with input from experienced developers. Table 10 Assessed Value Number ofAssessed ValueAssessed UnitsSquare Feet per Unit/FootValue 120$400,000$48,000,000 Apartments 143$250,000$35,750,000 Senior Units 180$200,000$36,000,000 Hotel Rooms 83,200$450$37,440,000 Retail Space 292,000$400$116,800,000 Office Space $273,990,000 Total Assumes assessed value of parking facilities is included with t Source: Schoolhouse Services. The districtÈs share of the base one percent property in the 13-003 tax code area in which the project is located is 16.71% of the total one percent base tax r the total Main Street Cupertino complex is estimated to be $458, students reside in the 120 apartments, this amounts to $65,000 for per student. It should be understood that this large number reflects the fact that residen small part of the total Main street development. ________________________________________________________________ Schoolhouse Services18 January 2012 149 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 11 Property Tax Assessed Valuation $273,990,000 Estimated Assessed Valuation $2,740,000 Property Tax at 1.0% Tax Rate $458,000 FUHSD Share of Tax Rate (16.71%) $65,000 FUHSD Share of Tax Rate per FUHSD Student Sources: Santa Clara County Tax Collector, Controller, and Schoolhouse Services. The voters of both CUSD and FUHSD have approved bond issues for campus improvements. Debt service on the bond issues is spread among property tax pay value. The current tax rate for CUSD is 0.000290 per dollar of assessed value; the revenue thus paid by Main Street property owners for debt service on CUSD bon Similarly, the current tax rate for the Fremont District is 0.00 and the revenue paid for debt service on the districtÈs bonds is p should be understood, however, that these revenues do not increa districts. The bond issues and associated debt service are fixe amounts. The assessed value of new development increases the total assessed value, spreading th tax base; it does not increase the revenue to the districts. It annually the amount other tax-payers in the districts have to pay. Voters in the Fremont Union High School District, like voters in District, have approved a parcel tax. The tax is $98 per parcel per year, but again the small number of parcels involved will make parcel tax revenue from th project negligible. Other government support to the FUHSD totals $4.7 million, or $4 CUSD, local revenues (other than the property and parcel tax revstitute a far smaller source of funds and are not likely to increase with additional e revenue impact is calculated to be the $6,928 per student receiv $455 per student in other government support. Table 12 shows the calculation of the operational revenue anticipated for additional students as a result of the M Fremont District revenues reflect the substantial property taxes- residentialcomponentsof the project. ________________________________________________________________ Schoolhouse Services19 January 2012 150 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 12 Operational Costs Versus Operational Revenues* CUSD FUHSD Projected Enrollment Students 257 Per Student Revenues State Revenue Limit Funding$4,706 Other State and Federal Funding$1,727 $455 FUHSD Share of Property Tax$65,000 Total per Student Revenues$6,433 $65,455 Total Operational Revenues $160,823 $458,186 Per Student Costs Average Cost per Student$7,320 $9,747 Total Operation Costs $183,000 $68,229 Net Fiscal Impact Per Student Impact ($887)$55,708 Total Impact ($22,177)$389,957 * All costs and revenues shown are annual costs and revenues. Source s: Revenues and costs from the CUSD and FUHSD 2011-2012 budgets, Schoolhouse Services. Comparison of Operating Costs and Revenues Table 12 also shows the operational costs anticipated for both d Street project, which allows for a comparison with the revenues resulting from the project. There is a net fiscal deficit of $887 per student for CUSD as a from the Main Street project. This reflects the assumption that increase along with the increased enrollment, but revenues from the parcel tax will cost side, the current operational cost assumption of $7,320 per pupil for all expenditures. The total deficit is estimated at $ At the estimated assessed valuation of the project, there is a net fiscal student for FUHSD. After providing services to an additional se Main Street project, the surplus is projected to be almost $400,bstantial amount. ________________________________________________________________ Schoolhouse Services20 January 2012 151 SUMMARY The projected enrollment and fiscal impacts resulting from the d housing units (Main Street Cupertino) have been analyzed. These current financial information for both districts and current enrollment information for the affected schools, specifically, Sedgwick Elementary, Hyde Middle All of the dollar amounts in the report should be considered app amounts. Below is a summary of the significant findings contained in this report. The demand for housing in the CUSD and in the Cupertino High att high, to a large extent because of the quality of the schools. apartments are likely to have total SGRs between 0.21 and 0.44 students per househol depending primarily on whether the size and design of the units two-bedroom units. SGRs used for the analysis here are 0.21 for CUS FUHSD, a total SGR of 0.27. Based on the SGRs, an enrollment impact of 32 total students is the Main Street project: 18 students at Sedgwick Elementary; sev Middle attendance area, and seven students in the Cupertino Highttendance area. The enrollment impacts analyzed in this report describe the expe to ten years of the Main Street housing completion. The number couple of decades is unlikely to be higher than the number projected in this report; they are likely to be distributed more equally across the grades. The number of students from the Main Street project is very smal in themselves. The problem is additional students from all new even more, an increasing number of students from existing homes. The principal problem at the elementary level is the distributio District, with schools increasingly overloaded with students in District and gradually emerging capacity in the southern portion. Hyde Midd and Cupertino High are already loaded beyond capacity and badly capacity to accommodate future enrollment. Improvements to prov been planned, but additional funding is needed. Some bond financing is designa improvements at Cupertino High, but some more will probably even funding has been designated for improvements at Sedgwick Element For both districts one-time development fee revenue from the Main Street Cupertino project is anticipated to exceed the share of facilities costs a _____________________________________________________________________________________ Schoolhouse Services21 January 2012 152 Main Street CupertinoEnrollment and Fiscal Impact Analysis Using costs based on the state grant program, the surplus at CUS $2,000 per student, while FUHSD has a projected surplus of over $20, The total CUSD surplus is projected at $47,800 while FUHSD enjoy surplus of $165,900. The share of CUSD annual operational costs attributable to the Mtreet project are anticipated to exceed operational revenue from the project by a student. In contrast, FUHSD operational revenues from the proje operational costs attributable to the project by a large amount,55,000 per student. Operational costs are projected to result a deficit of about $22 possibly a surplus of about $400,000 for FUHSD. ________________________________________________________________ Schoolhouse Services22 January 2012 153 SUPPLEMENT An alternative to the project as analyzed above is now under consideration in the plan process. Copies of Tables 7, 8, 11 and 12 reflecting the compon shown here with the table number followed by ÅaltÆ. The components of the alternative project are as follows: 120 market rate apartments (same as in the project as analyzed), no senior housing (compared with 143 units of senior housing as 292,000 square feet of office space (unchanged), a 180 room hotel (unchanged), 78,700 square feet of retail (a small decrease from 83,200 squar an athletic club (not included in the project as analyzed; or could instead be another 60,000 square feet of retail). Including the senior units rather than the apartments in the pro modification is not shown here. The athletic club is treated here as having the same floor area and assessed value as 60,000 square feet of retail. Table 7 - alt Development Impact Fee Revenue TotalCUSDCUSDFUHSDFUHSDTotal Square FeetFeeFee RevenueFeeFee RevenueRevenue 164,000$1.91$313,000$1.27$208,000$521,000 Apartments 0$0.30$0$0.20$0$0 Senior Units 139,400$0.30$42,000$0.20$28,000$70,000 Hotel Rooms 78,800$0.30$24,000$0.20$16,000$40,000 Retail Space 60,000$0.30$18,000$0.20$12,000$30,000 Additional Retail 292,000$0.30$88,000$0.20$58,000$146,000 Office Space 734,200$807,000 $485,000$322,000 Total 257 Number of Students $19,000$46,000 Revenue per Student Source: Schoolhouse Services. _____________________________________________________________________________________ Schoolhouse Services23 January 2012 154 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 8 - alt Development Impact Fees Versus Facilities Costs* Fee RevenueFacilities CostPer StudentTotal Facilities Per StudentPer StudentCost DifferenceStudentsCost Impact $19,000 $18,800 18$3,600 CUSD - elem $200 $19,000 $19,900 7($6,300) CUSD - middle ($900) 25 CUSD- total ($2,700) $46,000 $25,300 7 FUHSD $20,700 $144,900 * Both fee revenue and facilities costs are one-time, rather than annual, estimates. Source: Schoolhouse Services. Table 11 - alt Property Tax Assessed Valuation $263,260,000 Estimated Assessed Valuation $2,633,000 Property Tax at 1.0% Tax Rate $440,000 FUHSD Share of Tax Rate (16.71%) $63,000 FUHSD Share of Tax Rate per FUHSD Student Sources: Santa Clara County Tax Collector, Controller, and Schoolhouse Services. The apartments were the only component generating students; sinc alternative the enrollment impacts are unchanged. This means th-time facility costs and annual operating costs are unchanged for both districts. Because the net increase in retail space (including the athletic less than the square feet lost from not including the senior uni six percent, as shown in Table 7 - alt. This brings the impact on the elementary district to an insignificant level and lowers the surplus to the high school di $145,000; the calculations are in Table 8 - alt. The substitution of more retail for the senior units reduces theFUHSD by about three percent, lowering the districtÈs surplus about four , as shown in Tables 11 Ã alt and 12 - alt. CUSD is not impacted by changes in the property tax. ________________________________________________________________ Schoolhouse Services24 January 2012 155 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 12 - alt Operational Costs Versus Operational Revenues* CUSD FUHSD Projected Enrollment Students 257 Per Student Revenues State Revenue Limit Funding$4,706 Other State and Federal Funding$1,727 $455 FUHSD Share of Property Tax$63,000 Total per Student Revenues$6,433 $63,455 Total Operational Revenues $160,823 $444,186 Per Student Costs Average Cost per Student$7,320 $9,747 Total Operation Costs $183,000 $68,229 Net Fiscal Impact Per Student Impact ($887)$53,708 Total Impact ($22,177)$375,957 * All costs and revenues shown are annual costs and revenues. Source s: Revenues and costs from the CUSD and FUHSD 2011-2012 budgets, Schoolhouse Services. ________________________________________________________________ Schoolhouse Services25 January 2012 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 210 211 212 213 214 a 215 Recording Requested By: ___________________________ After Recordation, Return To: ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ 02.29.12 PRELIMINARY CONCEPTDRAFT MAIN STREET CUPERTINO DECLARATION OF COVENANTS, RESTRICTIONS AND COMMON EASEMENTS AREAS TABLE OF CONTENTS ARTICLE PAGE ARTICLE 1. DEFINITIONS................................................................2 ARTICLE 2. DESCRIPTION OF CENTER, DIVISION OF PROPERTY, AND CREATION OF PROPERTY RIGHTS ................................................................11 ARTICLE 3. CENTER ASSOCIATION - MEMBERSHIP, VOTING AND ADMINISTR............18 ARTICLE 4. CENTER ASSESSMENTS ................................................................20 ARTICLE 5. DUTIES AND POWERS OF THE CENTER ASSOCIATION .......................................28 ARTICLE 6. PARKING AND ROADS ................................................................32 ARTICLE 7. BUILDING MAINTENANCE AND OPERATION ......................................................37 ARTICLE 8. INSURANCE ................................................................38 ARTICLE 9. CONSTRUCTION WORK ................................................................44 ARTICLE 10. USE RESTRICTIONS ................................................................50 ARTICLE 11. DAMAGE OR DESTRUCTION ................................................................52 ARTICLE 12. CONDEMNATION ................................................................54 ARTICLE 13. GENERAL PROVISIONS................................................................55 3/16/2012 4:03 PM -i- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 239 MAIN STREET CUPERTINO DECLARATION OF COVENANTS, RESTRICTIONS AND COMMON EASEMENT AREAS THIS MAIN STREET CUPERTINO DECLARATIONOF COVENANTS, RESTRICTIONS AND COMMON EASEMENTSAREAS _______________________ __, 2012, by 500 FORBES, LLC, a Californ INTRODUCTION This Declaration is made with reference to the following facts: A.Declarant isthe owner of the real property located in the City of Cupertino, County of Santa Clara, State of Californiadescribed on Exhibit attached hereto as the B.Declarant has been and will in the future developing the Project mixed-use, retail/office project known as the Main Street Cupert C.Center Approvals. The Project Site is subject to the approvals Land Use D. -Retail Parking Garage Parcel", and e each of which is designated and shown on the Site Plan as . E.The Retail Parcel is subject to (i) the Public Use Vehicular Acc the Public Use Pedestrian Access Easement, (iii) the Private Veh the Private Pedestrian Access Easements. F.The Retail Parcel is subject to the City Park Easement for the City Park. G.The Retail Parcel is subject to the Town Center Square Easement for the Town Center Square. H.Declarant desires to establish a system for the governance and o Cupertino Main Street Center, including the formation of the Cup as set forth in this Declaration. I.The Declarant desired and intends for itself and for its success establish and impose certain easements, covenants, rights, dutie responsibilities upon each Owner and Occupant of the Project Sit development and operation, with respect to the development, cond maintenance of an integrated development that will be binding up Occupant, will run with title to all of the Project Site and eve the operation of the Center as an integrated mixed use developme office, athletic club-residential or retail and senior residence -1- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 240 NOW, THEREFORE, the Declarant hereby declares that all and every portion of th Project Site and all interests therein, shall be held, sold, lea rented, used, occupied, improved and conveyed subject to the fol limitations, easements, restrictions, covenants, and conditions, running with the land and equitable servitudes pursuant to a gen of the Project Site, and which shall run with the Project Site and and be binding on the Declarant and its successors and assigns, acquiring any right, title or interest in or to the described P heirs, successors and assigns, and shall inure to the benefit of ARTICLE 1. DEFINITIONS 1.1. "Affiliate of the Declarant" shall mean a Person which is owned or under common control with Declarant. 1.2. n, as amended from time to time. 1.3. Center Association and paid by the Owners in accordance with thi without limitation: (a) Base Assessments; (b) Special Assessment Assessments, and (d) Reimbursement Assessments. 1.4. delinquent Assessments as set forth in Section 4.12(C) of this Declaration. 1.5. "Base Assessm Center Association in accordance with Section 4.3 for the Base Budget Common Operational Costs included in the Base Budget. 1.6. ard under Section 4.3.(A). 1.7. 4.3.(B). 1.8. 1.9. Parcel. 1.10. (A) in the case of a Building Parcel upon which a Building has been completed, the Building Area of such Building shall be the gross de, or if not so defined, as building area of a building as defined in the currently applicable editio Code, at the time the building permit was issued for such Buildi (B) in the case of an Undeveloped Building Parcel the Building Area Building shall be the gross square footage of the Building plann -2- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 241 Parcel pursuant to the Land Use Approvals and memorialized herei Section 2.3 of this Declaration and on completion of the construction of structure(s) that constitute the Building on such Parcel, the Bu defined in the currently applicable edition of the International building permit was issued for such Building. 1.11. pursuant to a Building Declaration. 1.12. established, divided or designated as one or more Office Facilit as provided in a map or plan or otherwise designated or establis under Construction Work Review pursuant to Section. 1.13. filed for record in the Official Records that divides a Building components or portions whether filed prior to or after the date Declaration. 1.14. "Building Declaration" shall mean any declaration of covenants, easements for a Building Parcel, which describes, among other th Building Parcel: (a) the separate ownership components or portio easements of use and support among the separate Owners of the co the Building; (c) the maintenance and operation of the Building other matters as may be required hereunder or as may otherwise b Owners of the components or portions of the Building. 1.15. "Building Improvement" shall mean the Improvements for a Buildin on a Building Parcel. 1.16. "Building Parcel" shall mean each of the separate parcels shown on the Map as Lots 1, 2, 3, 4 5, 6 and 7, and which are more par Exhibit the Project Site Plan. The Building Parcels may include the Reta Retail Facilities, the Office Parcels containing Office Faciliti Hotel Parcel, the Hotel-Retail Garage Parcel and Parcel 1 Retail/Residential/Athletic Club that may be an athletic club, other retail or residential uses as det 1.17. Building Parcel or a portion of a Building Parcel from the Decla Building Parcel Developer by the Declarant in a written notice d Association for the purpose of the original construction of a Bu Building Component or other portion of the Building Parcel. 1.18. "Building Parcel Map" shall mean a subdivision map of a Building record in the Official Records that authorizes the division of a Building Components or other portions or interest for separate o or after the date of the making of this Declaration. -3- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 242 1.19. to time. 1.20. developed or to be developed on the Project Site. 1.21. ean the Main Street Cupertino Center Association, a California nonprofit mutual benefit corporation. 1.22. Declarant for the operation and maintenance of the improvements Center, including but not limited to the Common Easement Areas a 1.23. -Retail Parking Garage and the exterior surface parking areas located within the Common Parcel. The term Center Parking Facilities does not include the surface parking or parking garages on the Office Parcels, the Se Parcel 1 Retail/Residential/Athletic Club Parcel. 1.24. within Center Easement Areas on Lot 4 (the Retail Parcel) now or s obligated to maintain and operate under this Declaration. 1.25. 1.26. 1.27. mean and refer to that portion of Lot 4 that is designated on the Map as the City Park. 1.28. Agreement between Declarant and the City which shall be binding each of the Owners that is [or will be] recorded on Lot 4 [the R 1.29. (A) Those portions of the Project Site described and defined in this Declaration as Common Easement Areas, including (i) the Public U Easement; (ii) the Public Use Pedestrian Access Easement, (iii) Easement; and (iv) the Private Pedestrian Access Easements. (B) Common Easement Areas shall include the Center Roadways as defin this Declaration which shall include the private roads and drive Vehicular Access Easements and the Private Vehicular Access Ease except for those that are established solely for the use of a sp Occupants thereof. -4- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 243 (C)Common Easement Areas shall include the Town Center Square. (D) Common Easement Areas shall include the City Park. For the purpose of this Declaration, Common Easement Area shall Parking Garage, (ii) any parking on the Office Parcels, (iii) an Parcel nor (iv) any parking on Parcel 1 Retail/Residential/Athletic Club. 1.30. Center Association in connection with the operation, maintenance Common Easement Areas, the fulfillment by the Center Association powers set forth in this Declaration, including, but not limited expenses: (a) operating, equipping, maintaining, repairing, repl striping, and removing garbage, trash and debris from all Common premiums, fees and other charges for insurance required to be ma Association pursuant to this Declaration; (c) landscaping of Com replacement and improvements of or to the Common Easement Areas, limitation, the Center Parking Facilities and Center Roadways; ( capital replacements and reserves for the Common Easement Areas;(f) costs of maintenance, repair and replacement of Center Parking Facilities and for the the Center Parking Facilities pursuant to Article 6; (g) machinery and equipment; (h) all license and permit fees and any and all parking surcharges; (i) employin personnel, including the salaries, benefits and insurance costs personnel; (j) all costs of utility services provided to the Com operating, maintaining, and repairing the Utility Facilities to located within the Common Easement Areas; (l) costs of traffic r devices within the Common Easement Areas; (m) all legal, account expenses incurred by the Center Association in maintaining its s entity in good standing and entitled to do business under the la preparing any financial statements, tax returns, audits and othe documentation required to be prepared by the Center Association or otherwise; (n) the costs and expenses incurred by the Center administration, management and operation of the Center Associati to, compensation for managers, accountants, attorneys, and emploand (o) all costs and expenses paid to third parties (including the Declarant) by the any of the foregoing services. 1.31. modification or reconstruction of any Building, structure, fence exterior wiring, balcony, screen, patio, patio cover or other im installation of storefronts of Retail Spaces or improvements to 1.32. Construction Work Review Body described in Section 9.2 of this Declaration. 1.33. Componentsof the Center as to which Cost Center Assessments are to be levi Services provided by the Center Association to those Building Pa of any type or types of costs that specifically relate to a Buil -5- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 244 type of user in order to more specifically and directly allocate Parcel, Component, user or groups thereof who are the particular Services for which the costs are incurred. Additional separate as needed basis with the goal of isolating those costs more dire upon the approval of the Board and the approval by the Declarant served Rights. 1.34. the Center Association in accordance with Section 4.7 for Cost Center Services, including any such costs and expenses under a third party operating agreement Association for such Cost Center Services. 1.35. prepared annually by the Board under Section 4.8(A). 1.36. f the Center Association, including services provided by the Center Associati specified herein as Cost Center Services or are determined by th benefits disproportionately to one or more Building Parcels, or thereof, including those Cost Center Services stated in Section 4.8. 1.37. corporation. 1.38. LC, a California limited liability company, and any successors or assigns thereof that expressly as duties of the Declarant under this Declaration in a recorded wri Declarant and such successor or assign. 1.39. Declarant or Building Parcel Developers under this Declaration p Section 13.26. 1.40. or supplemented from time to time. 1.41. -Class Project" shall mean a mixed-use commercial retail/office constructed, operated, maintained, restored and replaced substan quality standards comparable to other mixed use projects in the Area. 1.42. improvements built or to be built thereon that is established an uses under the Land Use Approvals and this Declaration. 1.43. - Building Parcel upon which the Hotel-Retail Parking Garage has b operated under the Land Use Approvals and this Declaration. -6- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 245 1.44. - garage situated on Lot 5 [including, without limitation, all gar entranceways]. 1.45. "Improvements" means all Buildings, Center Parking Facilities, a Easement Area improvements within the Project Site, including, b buildings, structures, parking or loading areas, driveways, road display or storage areas, arcades, stairs, decks, Utility Facili walls, screening walls, retaining walls, barriers, poles, signs, truck ramps and other outward extensions of a Building, Parking structures, installations, systems and landscaping of any kind ( ground), and fountains and sculptures, within the Project Site, replacements, additions, repairs or alterations thereto of any k erected, built, placed, installed or constructed on, over or und 1.46. "Invitees" shall mean the tenants, customers, guests, Occupants, agents and other invitees of Owners in the Center. 1.47. pprovals described in Introductory Paragraph D and listed on of this Declaration. 1.48. represent at least one vote greater than the votes represented b Voting Power of the Members of the Center Association who are el Bylaws. 1.49. "Manager" shall mean the professional manager or management comp by the Board to manage and operate the Center Association and/or 1.50. "Map" shall have the meaning set forth in Introductory Paragraph this Declaration. 1.51. shall be the Owner of each Building Parcel, or, in the alternati has been divided into separate Building Components, the Building Parcel. 1.52. and profits or other proper instruments (including, without limi estates created by sublease or assignment), given as security fo for value. 1.53. mean the holder of a Mortgage, including, without limitation, a beneficiary under a deed of trust as well as a mortgagee. 1.54. time all or a portion of a Building Parcel, or any portion there ownership, lease, sublease or otherwise by other occupancy agree -7- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 246 1.55. the County. 1.56. all Improvements thereon, including the Office Parking Garage. 1.57. "Office Owner" shall mean the Owner from time to time of an Offi 1.58. established and operated for office use as an Office Facility un this Declaration. 1.59. Facilities on Lot 6 for parking uses for the Office Parcels incl garages, ramps, drive aisles and entranceways. 1.60. more Persons, of fee simple title to any Building Parcel or Buil shall exclude (i) those Persons having merely a security interes Building Component for the performance of an obligation, until a fee title thereto, and (ii) parties who have leasehold interests Component. 1.61. Building Parcel that is established and to be operated for athle residential uses under the Land Use Approvals and this Declarati 1.62. rmittees" shall mean, as to each Owner, its respective Occupants directors, employees, agents, patrons, guests, customers, Invite licensees, vendors, suppliers, tenants and concessionaires. 1.63. ons, corporations, partnerships, limited liability companies, firms, associations, trusts, trustees, or any other f entity and the singular shall include the plural. 1.64. ence rate as announced from time to time, or, if the Bank of America prime or the Prime Rate shall be the prime rate, reference rate or equiva time by the lending institution in the State of California havin deposits. 1.65. -exclusive easements over and across the Retail Parcel for vehicular ingress and egress as set forth in Section 2.7 hereof. 1.66. -exclusive easements over and across the Retail Parcel for pedestrian ingress and egress as set forth in Section 2.8 hereof. -8- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 247 1.67. Introductory Paragraph A and as described Exhibit attached hereto. 1.68. shall mean and refer to the easements -exclusive easements over and across the Retail Parcel for pedestrian ingress and egress as set forth in Section 2.9 hereof. 1.69. shall mean and refer to the easements -exclusive easements over and across the Retail Parcel for vehicular ingress and egress as set forth in Section 2.10 hereof. 1.70. by the Center Association in accordance with Section 4.8 to reimburse the Center Association for costs and expenses incurred to: (a) repair damage to those p which the Center Association has responsibility for maintenance damage an Owner or its Invitees were responsible; (b) enforce th o compliance with the provisions of the Documents. 1.71. "Retail Component" shall mean: (a) a Building Parcel that is a R portion of a Building Parcel that is designated and described on Condominium Plan or in a Building Declaration as a Retail Compon otherwise designated or established by the Center Association as Construction Work Review pursuant to Section 9.2 and (b) a Building Parcel or portion of a Building Parcel designated in this Declaration or a Supplemental Retail Facilities. 1.72. Improvements thereon. 1.73. "Retail Owner" shall mean the Owner from time to time of a Retai 1.74. and operated for retail uses under the Land Use Approvals and th 1.75. t that may be established for the improvements within Lot 4, the Retail Parcel 1.76. exclusively by a Retail Owner or its tenant, or other Occupant a distinguished from common areas of the Building used by other Ow Building in which the Retail Space is located. The term Retail storefronts and any loading dock or exterior seating or dining a use by the Occupant of the Retail Space. -9- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 248 1.77. Center Association regarding the use of the Common Easement Area Center. 1.78. ll mean the senior residences project built or to be built on the Senior Residences Parcel. 1.79. established and operated for Senior Residences use under the Lan Declaration. 1.80. Center Association in accordance with Sections 4.4 and 4.5 for unexpected operating or other costs, insufficient operating or reserve funds, or such other pu discretion, considers appropriate. 1.81. "Supplemental Declaration" shall mean any supplemental declarati and recorded in the Official Records in accordance with Section 2.20. 1.82. "Town Center Square" shall mean that portion of Lot 4 (the Retai 1.83. similar permits regarding the use of the Center, or portion ther or Building Component, as may be approved and issued by the City the Master Planned Development Permit. 1.84. television receiving, telephone, data and telecommunications fac and lines within the Common Easement Areas. 1.85. Members of the Center Association who are Owners of Building Par 3.3 on the basis of the votes allocated to each Building Parcel as and are eligible to vote. -10- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 249 ARTICLE 2. DESCRIPTION OF CENTER, DIVISION OF PROPERTY, AND CREATION OF PRO RIGHTS 2.1. Description of Center. The Center is a mixed use development consisting of the [seven (7) Building Parcels and the Common Easement Areas locate Parcel. (A) The Common Easement Areas include (i) the Public Use Vehicular A Easements; (ii) the Public Use Pedestrian Access Easements, (iii Easements; (iv) the Private Pedestrian Access Easements (v) the the City Park. (B) TheHotel-Retail Parking Garage Parcel contains the Hotel-Retail Par Garage that is to be operated by the Association for the use and the Retail Parcel as provided in Section 6.3(C) and Section 6.3(D) of this Declaration, with the costs and expenses of such operations to be charged as Cost Hotel Parcel and the Retail Parcel as set forth in Section 4.6(B) of this Declaration. 2.2. Building Parcels. The Center consists of the seven (7) Building Parcels. The Building Areas of each Building Parcel or Building Component as this Declaration are stated on . The Building Parcels have been and may in the future be improved with one or more Buildings and related Improv design and layout of the Center as approved by the City. Such mo effectuated by Declarant making and recording a Supplemental DecA Building Parcel may be subdivided by a Building Parcel Map or a Building Condomi and separate ownership. A Building Declaration shall be made an Records for each Building Parcel that is divided into more separ ownerships. The Building Declaration and any amendments thereto this Declaration, or if Declarant does not ho Declaration, by the Center Association. 2.3. Rights of Owners. No Owner, Occupant, or its Invitees, shall take any action within the Center that would materially interfere with the right Occupants, or their Invitees pursuant to this Declaration, excep adversely affect the structural integrity or safety of any Build Center. 2.4. Common Easement Areas. The Common Easement Areas have been or may be improved in the future with Center Roadways, Center Parking Faci walkways, courtyards, parks, road improvements, signage, monumen and improvements for the common use and benefit of the Owners, O Invitees, subject to the rights and limitations stated in this D discretion, shall have the right to permit Retail Owners or the their Invitees use of designated portions of the Common Easement proximity of the Retail Facilities for exterior use of restauran -11- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 250 2.5. Common Easement Area Easements and Use Rights. The Common Easement Areas are hereby reserved and established for the use and benefi the Owners, Occupants and their Invitees, and may be improved by Center Association with Center Parking Facilities, landscaping, parks, road improvements, signage, monumentation and other facil the common use and benefit of the Owners, the Occupants and thei shall have as appurtenant to its ownership interest in a Buildin limited, non-exclusive right and easement over and across the Co Parcel, for ingress and egress, use and enjoyment for that Owner Building Parcel Project, and the Invitees of such Owner as herei (A) Such rights (1) shall include the non-exclusive rights to use th Easement Areas, including, without limitation, the sidewalks, wa and facilities located therein, (2) shall be subject to the righ that are reserved or granted to the Center Association and the D operation, management, maintenance and repair of the Common Ease be subject to the Rules. No Owner, Occupant or its Invitees sha Common Easement Areas that would materially interfere with the u Areas by other Owners, Occupants or Invitees, except as permitte adversely affect the structural integrity or safety of any Build Center. (B) The location and use of the Common Easement Areas shall be subje modifications and changes to Buildings and the Common Easement A the City, and the Owner or Owners of the Building Parcel in whic Area is located. 2.6. Center Roadways. The Center Roadways shall constitute access for emergency vehicles, as emergency vehicle access easements, providing acces and across the Center Roadways to the public streets on the peri providers of police, fire and emergency vehicle services, and by the City. Further, each Owner shall have as appurtenant to its portion thereof, a limited, non-exclusive right and easement ove Roadway Building Parcel, for ingress and egress, use and enjoyment of th Owner, the Occupants in such Building Parcel, and the Invitees o described. Such rights shall be subject to the rights establish reserved or granted to the Center Association and the Declarant management, maintenance and repair of the Center Roadways and sh Rules. No Owner, Occupant or its Invitees shall take any actions that would materially interfere with the use of Center Roadways except as permitted by the Board, or that would adversely affect safety of any Building or improvements within the Center. The us be subject to the Rules and other limitations established from t long as Declarant as long as Declarant holds under this Declaration. After such time as Declarant no longer [holds under this Declaration], or after Declarant relinquishes its rights hereund -12- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 251 document, the [Retail Owner][Center Association Board] may estab regulations regarding the conduct of activities within the Cente 2.7. Private Vehicular Access Easements. The Private Vehicular Access Easements are hereby established over and across those portions of the [Bu shown on the Map by the designation PVAE for [the use and benefi within the Center] The use of the Private Vehicular Access Easem Rules and other limitations established from time to time by the as long as Declarant holds under this Declaration. After such time as Declarant no longer [holds under this Declaration], or after Declarant relinquishes its rights under this Section in a record Owner][Center Association Board] may establish the rules and reg conduct of activities within the Private Vehicular Access Easeme. 2.8. Private Pedestrian Access Easements. The Private Pedestrian Access Easements are hereby established over and across those portions of the [Bu shown on the Map by the designation PPAE for [the use and benefi Occupants within the Center]. The use of the Private Pedestrian subject to the Rules and other limitations established from time long as Declarant as long as Declarant holds under this Declaration. After such time as Declarant no longer [holds served Rights under this Declaration], or after Declarant relinquishes its rights hereund document, the [Retail Owner][Center Association Board] may estab regulations regarding the conduct of activities within the Priva. 2.9. Public Use Pedestrian Access Easement.The Public Use Pedestrian Access Easements are hereby established over and across those portions [Retail Parcel] as shown on the Map by the designation PUPAE for public and the Owners and Occupants within the Center. The use o Access Easements shall be subject to the Rules and other limitat time by the Declarant, as long as Declarant as long as Declarant Rights under this Declaration. After such time as Declarant no Reserved Rights under this Declaration], or after Declarant reli recorded written document, the [Retail Owner][Center Association rules and regulations regarding the conduct of activities within Easements. 2.10. Public Use Vehicular Access Easement. The Public Use Vehicular Access Easements are hereby established over and across those portions [Retail Parcel] as shown on the Map by the designation PUVAE for public and the Owners and Occupants within the Center. The use o Access Easements shall be subject to the Rules and other limitat time by the Declarant, as long as Declarant as long as Declarant Rights under this Declaration. After such time as Declarant no Reserved Rights under this Declaration], or after Declarant reli recorded written document, the [Retail Owner][Center Association rules and regulations regarding the conduct of activities within Easements. -13- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 252 2.11. Hotel-Retail Parking Garage and Center Parking Facilities. (A) The Owner or Owners of the Retail Parcel and of the Hotel Parcel have, as appurtenant to its ownership interests in and to Retail any portion thereof for use by such Owner and its Permittees, a easement over and across the Hotel-Retail Parking Garage and the Faci Parcel and of the Hotel Parcel or portion thereof, for ingress a motor vehicles of that Owner and the Permittees of that Owner as Section 6.3. Such rights shall be subject to the rights established under t are reserved or granted to the Center Association and the Declar operation, management, maintenance and repair of the Center Park subject to the Rules. (B) No Owner of a Building Parcel or Building Component, or their re Permittees shall take any action within the Center Parking Facil interfere with the use of the Center Parking Facilities by any O Hotel Parcel or their respective Permittees, except as permitted adversely affect the structural integrity or safety of the Parki Parking Facilities, any Building or other improvements within th 2.12. Town Center Square Easement. Each Owner and its Invitees shall have rights over and across the Town Center Square for the benefit of Owners the provisions of the Land Use Approvals, and the right of the R Parcel[s] on which the Town Center Square is located with the co Declarant holds under this Declaration to designate portions of such Building Parcel on which the Town Center Square is located Permittees for areas or structures to be located within portions commercial or retail uses.The use of the Town Center Square Easements shall be subject to the Rules and other limitations established from time to time by Declarant as long as Declarant holds under this Declaration. After such time as Declarant no longer [holds under this Declaration], or after Declarant relinquishes its rights hereunder in a recorded Owner][Center Association Board] may establish the rules and reg conduct of activities within the Town Center Square Easements. 2.13. City Park Easement. The City Park Easement is hereby established over and across that portion of Lot 4 designated on the Map as the City P the public and the Owners and Occupants within the Center].The City Park Easement shall be subject to the operational requirements set forth in the City Park Easement Agreement between Declarant and the City which shall be binding upon the A Owners. The use of the City Park Easement shall be subject to th established from time to time by the Declarant, as long as Decla under this Declaration. After such time as Declarant no longer [holds under this Declaration], or after Declarant relinquishes its rights hereunder in a recorded written document, the [Retail Own may establish the rules and regulations regarding the conduct of Easement. -14- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 253 2.14. Encroachment Easements. Each Owner shall have, as appurtenant to its ownership interest in and to a Building Parcel or any portion th ownership interests in such Building Parcel as the dominant tene easement over the Common Easement Areas, as the servient tenemen accommodating any encroachment due to foundations, exterior wall balconies and fences, walls or other similar items which are bui design, plans and specifications of Declarant, or due to enginee adjustments in original construction, settlement or shifting of There shall be valid easements that permit such encroachments to shall exist, and the rights and obligations of Owners, shall not encroachment, settlement or shifting; provided, however, that in easement for encroachment be created in favor of an Owner, if sa due to the intentional conduct of said Owner, other than adjustm partially or totally destroyed which had such permitted encroach repaired or rebuilt in accordance with its original design and l theCommon Easement Areas shall be permitted to continue, and there that permit such encroachments to remain for so long as they sha 2.15. Maintenance and Construction Easements. (A) Declarant hereby reserves for and on behalf of the Center Associ non-exclusive easements and rights of access over the Common Eas Roadways, each Building Parcel, Building Component (exterior or of performing such maintenance, repair, replacement, constructio restoration as the Center Association may do in accordance with Declaration, and for the purpose of maintaining, repairing, repl or restoring Utility Facilities lying or otherwise located withi (B) Non-exclusive easements are hereby reserved by Declarant, for a access to, and ingress and egress over, above and across, the Co Center Roadways as reasonable and necessary to undertake and com and construction of the Buildings, the Common Easement Areas, an and facilities of the Center. (C)Subject to the terms of this Declaration and the Rules, limited exclusive easements for access to, and ingress and egress over a Areas and Center Roadways are hereby established, reserved and g purposes of allowing such Owner to undertake and complete develo the Building Improvements within a Building Parcel owned by such replace or restore the Building Improvements situated within the Owner. Any scaffolding and similar structures for undertaking an replacement or restoration of improvements that intrudes into ths and Center Roadways shall be subject to the prior approval of th withheld or delayed or inequitably applied, and shall be permitt reasonably necessary under the circumstances to accomplish such replacement or restoration. -15- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 254 2.16. Drainage Easements. There is hereby established, reserved and granted for the benefit of each Owner easements over and under the Center Roadwa Easement Areas in favor of each the ownership interests in each Building Components therei interest in such Building Parcel for the purposes of permitting the Building Parcels including the Building Components therein, Associati the storm drainage system that is located thereon and keep the s obstacles. No Owner, Occupant or Invitee shall commit any act t operation of any drainage system (including surface drainage and any Building Parcel or elsewhere in the Center. Reciprocal appur among each Building Parcel and the Common Easement Areas and the and across the Common Easement Areas, the Center Roadways and ad are hereby established, reserved and granted for the benefit of Owner of an interest in a Building Parcel, including the Buildin flow of surface and subsurface water from each of the Building P Areas and the Center Roadways. 2.17. Limitations and Conditions on Owner's Easements. The grant of the non- exclusive easements in and to the Common Easement Areas and Center described in Sections 2.7 through 2.13 above, and elsewhere herein, shall be subject to the following: (A) The right of the Center Association and the Declarant to adopt R to enforce the provisions of this Declaration, the Bylaws and th provisions of this Declaration and as stated in the Bylaws and R (B) The Center Association improvements or real or personal property located in the Common Roadways as provided in this Declaration. (C)The easement rights of Declarant, for said Declarant or for Buil Developers and Owners for work necessary to complete development improvements and infrastructure within the Center, the Building Components therein, as provided herein. (D) The easement rights of Declarant, the Center Association, and th Owners for work necessary to repair, replace or restore the Impr Building Parcels or Building Components therein as provided in t (E) The rights of the Center Association and Declarant to install, r replace Utility Facilities and communications systems within the Center Roadways as provided in this Declaration. (F) 2.18. Declarant. Subject to the Land Use Approvals, as long as Declarant holds under this Declaration, Declarant reserves the right to use portions of the Common Easem activities for the commercial and retail uses in the Center and promotional activities. After such time as Declarant no longer under this Declaration, the rights under this Section 2.18 shall become the rights of the -16- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 255 Center Association to use portions of the Common Easement Areas the commercial and retail uses in the Center as determined by th use of such promotional activities, subject to the Land Use Appr 2.19. Other Easements. Each Building Parcel, Building Component, Common Easement Areas and Center Roadways are subject to all easements, way, if any, granted or reserved in, on, over and under the Proj 2.20. Right of Entry and Use. The Building Parcels, Building Components, Common Easement Areas and Center Roadways shall be subject to the follo (A) Subject to Section 5.2(E), the access rights of the Center Association to maintain, repair, operate or replace improvements or real or per Common Easement Areas and Center Roadways; (B) The easements described in this Article 2; (C)The right of any Owner or its agents to enter the Common Easemen Areas and Center Roadways to perform maintenance on any facility agent is responsible, subject to the Rules and such additional r impose to protect the Common Easement Areas and Center Roadways; (D) The rights of Declarant, Building Parcel Developers and their re contractors and subcontractors to do upon or above any Building reasonably necessary or advisable in connection with the constru Buildings within the Center, provided that Declarant shall make disturbing the use and enjoyment of any Building Parcel, the Com 2.21. Easements to Accompany Conveyance of Interest in Building Parcel Components. The easements and rights of use, enjoyment and access establi and granted by and pursuant to this Article 2 that benefit or burden a Building Parcel, or any portion thereof, including a Building Component, shall be appur or portion thereof, including a Building Component and shall aut transfer, conveyance or demise of the Building Parcel or portion Component, even though the description in the instrument of tran interests in the Building Parcel, or portion thereof, including transferred, conveyed or demised. Said easements and rights of are intended to be, and shall be deemed to be, established, rese recordation of this Declaration. The easements and rights of use established in this Declaration shall continue, remain and endur the Building Parcels or portion thereof, including a Building Co running with the land and equitable servitudes with respect to e thereof, including a Building Component, and all ownership inter appurtenant to each Building Parcel, or portion thereof, includi described, shall be enforceable as appurtenant easements, covena equitable servitudes, or as any of the foregoing. 2.22. Delegation of Use. Any Owner may delegate, in accordance with the Bylaws, its right of use and enjoyment of the Common Easement Areas and Cent facilities located thereon, and the duties with respect thereto -17- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 256 including a Building Component, provided that such delegation sh this Declaration and that no such delegation shall relieve such 2.23. Further Development of the Project Site. As long as Declarant has the ights established under this Declaration, the Declarantreserves the right to obtain new Use Permits permitting development on any Building Component owned by the Declarant and to develop the Center in ac Approvals, including the right to file additional subdivision ma maps, Building Parcel Maps, Building Condominium Plans, and Supp provide for additional Building Parcels, Common Easement Areas w. Declarant shall be entitled to delegate each and all of the fore Building Parcel Developers. ARTICLE 3. CENTER ASSOCIATION - MEMBERSHIP, VOTING AND ADMINISTRATION 3.1. Center Association. The Center Association has been formed for the operation and administration of the Center for the benefit of all Owners, assessments, and for the operation, administration, maintenance, of the improvements within the Common Easement Areas and Center this Declaration. 3.2. Voting. The voting rights in the Center Association shall be establis allocated as follows: (A) Building Parcels: Every Building Parcel, including but not limit Undeveloped Building Parcels, shall have one (1) vote for each 1 Area as established for such Building Parcel pursuant to this De (B) The votes allocated to each Building Parcel shall be cast by the that Building Parcel, provided however that for any Building Par one or more Building Portions, the membership and voting rights be held, and the votes attributed to that Building Parcel shall Building Association for that Building Parcel as directed by the Association. 3.3. Transferred Membership. Membership rights and interests in the Center Association shall not be transferred, encumbered, pledged, or al Parcel. Any attempt to make a prohibited transfer is void. No Association nor can avoid its obligations or duties under this D or failing to exercise its membership or other rights in the Cen Documents. 3.4. Board. Except as otherwise set forth in this Declaration the activit of the Center Association shall be administered and overseen by the Center Association shall be exercised under the direction of initially consist of three (3) directors appointed by Declarant (3) years after the date of recordation of this Declaration in t -18- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 257 that is three (3) years after the date of recordation of this De the directors serving on the Board, subject to Section 3.5, below, shall be elected pursuant to the Bylaws. After the date that is three (3) years after the da Declaration, the Board may be expanded to more than three (3) di Bylaws. 3.5. Class C. The Class C Member of the Center Association shall be the Dec. The Class C membership shall not be considered part of the Votin Association. The Class C member shall be entitled to select a ma on the Board of Directors of the Center Association until the Cl Date. The rights of Declarant to exercise the rights as a Class earliest to occur of the following events (such earliest date be The date upon which Declarant no longer owns a Building Parcel, (A) portion of a Building Parcel, including a Building Component wit th The date that is the twenty-fifth (25) anniversary of the recordation of (B) this Center Declaration in the Official Records of the County. After such Class C Membership Determination Date, the rights to (C) the Class C Membership, and to appoint Directors pursuant to suc shall be exercised by the then Owners of the Retail Components. be made based upon a majority of the votes of such then Owners o determined by one vote for each square foot of the Building Area hereof) of the Retail Components owned by each of then Owners of 3.6. . Declarant shall have the right to veto the following actions, wh Board or the Members of the Center Association: (A) Design Changes. Any change in the general, overall architectur and design of the Common Easement Areas, and the landscaping des Easement Areas in the Center. (B) Changes in Use. Any change in the permitted or prohibited uses Common Easement Areas, the Center Roadways, and the Center Parki Planned Development Zoning or the Master Planned Development Per (C) Center Operational Standards. Any change to the Center Operati Standards. (D) Changes or Reductions in Services to Center. Any material c reductions in the services of the Center Association as set fort Right as set forth in Section 13.26. -19- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 258 ARTICLE 4. CENTER ASSESSMENTS 4.1. Creation of Assessments. The Center Association shall establish, levy and collect the Assessments. 4.2. Covenant to Pay Assessments. Each Owner of a Building Parcel, or any portion thereof, including the Owner of a Building Component, and includ interests in Building Parcels or Building Components owned by th and agrees as follows: (A) to pay to the Center Association each and all of the Assessm accordance with this Declaration, and (B) to allow the Center Association to enforce any rights establ hereunder for enforcement of the payment of the Assessments to t means authorized in this Declaration or by law. 4.3. Base Assessments. Base Assessments shall be calculated, allocated and levied as follows: (A) Base Budget. The Board shall establish the Base Budget for Base Budget Common Operational Costs for each fiscal year, including such re necessary. (B) The Base Budget Common Operational Costs shall mean the followin Common Operational Costs incurred by the Center Association in c maintenance, equipping and repair of the Common Easement Areas, Center Association of its duties, obligations and powers set for but not limited to the following costs and expenses other than t Facilities that can be identified as being expressly for and per Facilities: (1)operating, equipping, maintaining, repairing, replacing, lightin cleaning, striping, and removing garbage, trash and debris from (2)all premiums, fees and other charges for insurance required to be maintained by the Center Association pursuant to this Declara (3)landscaping of Common Easement Areas; (4)all replacement and improvements of or to the Common Easement Areas, including, Center Roadways but expressly excludi Facilities; (5)reasonable amounts for capital replacements and reserves for the Common Easement Areas but expressly excluding the Center Par; (6)machinery and equipment for the Common Easement Areas; (7)all license and permit fees; (8)employing the Manager and other personnel, including the salaries, benefits and insurance costs of the Manager and other excluding those that are personnel that are solely for operation -20- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 259 (9)all costs of utility services provided to the Common Easement Areas; (10)operating, maintaining, and repairing the Utility Facilities to extent such Utility Facilities serve the Common Easement Areas; (11)costs of traffic regulation and control signs and devices within the Common Easement Areas; (12)legal, accounting and other fees and expenses incurred by the Center Association in maintaining its status and qualification a entitled to do business under the laws of the State of Californi statements, tax returns, audits and other financial statements a be prepared by the Center Association pursuant to this Declarati (13)the costs and expenses incurred by the Center Association for the administration, management and operation of the Center Assoc limited to, compensation for managers, accountants, attorneys, aand (14)All costs and expenses incurred by the Center Association for security patrols and monitoring for the Common Easement Areas. (15)All costs and expenses incurred by the Center Association for maintenance, repair, replacement of improvements in the Town Squ patrols and monitoring for the Town Square. (16)All costs and expenses incurred by the Center Association for maintenance, repair, replacement of improvements in the City Par and monitoring for the City Park. (17)All costs and expenses paid to third parties (including the Declarant) by the Center Association for providing any of the fo (C)The Base Assessments computed and levied by the Board shall be i amount necessary to pay for Base Budget Common Operational Costs limitation, reserve contributions, in each fiscal year as reflec (D) Each fiscal year of the Center Association, the Board shall dete amount of the Base Assessments based upon the Base Budget for Ba Operational Costs for each fiscal year, which Base Assessments s levied to each Building Parcel based upon the relative Building Parcels by dividing the Building Area of the Buildings within ea the aggregate Building Area then established for all of the Buil Site. 4.4. Date of Commencement of Base Assessments. (A) Unless the Declarant agrees to an earlier date of commencement, Assessments shall commence as to all Building Parcels on the dat the date of recordation of this Center Declaration in the Offici (B) For the fiscal year or remainder thereof of the year during whic Declaration is recorded in the Official Records, the Center Associ of the Base Assessment for each Building Parcel, at least thirty such Base Assessment is due and payable. For each fiscal year o the Board shall use its best efforts to send written notice thereof to the Owner of each Building Par -21- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 260 advance of the beginning of each calendar year, provided that fa foregoing shall not affect the validity of any Assessment levied Parcel that has been divided into more than one Building Compone be sent to the Building Association for that Building Parcel. (C)Unless otherwise determined by the Board, Base Assessments shall payable by each Building Parcel in monthly installments; however levy such Base Assessments in quarterly installments by written interest in a Building Parcel. (D) Building Component Assessments. (1)For any Building Parcel that has been divided into two of more Building Components, the Building Association shall be responsib collecting and paying to the Center Association the Base Assessm Building Parcel among and assessed to all of the Building Compon the Building Parcel pursuant to the Building Declaration for tha (2)If the Building Association fails to collect and pay to the Cent Association the Assessment allocated to a Building Component, th bring an action against the Owner of the Building Component, for Assessment owed by such Owner for the amount of the unpaid Asses Building Component. (3)If a Building Association fails to collect and pay to the Center Association the Assessment allocated to a Building Component ove Association has assessment rights and/or lien rights, the Center directly against the Building Association for the amount of the to enforce any lien rights of the Building Association on a Buil the unpaid Assessment allocated to such Building Component. Each hereby deemed to have assigned to the Center Association the rig wed by law. The manager for each Building Association shall at all times provide and maintai collected by the manager for and on behalf of the Building Assoc Association. All funds collected by the manager of a Building As the Center Association shall be kept in a segregated account apa Building Association. 4.5. Special Assessments. The Board, at any time, may levy a Special Assessment. (A) Allocation of Special Assessments. Special Assessments shall be allocated between and among all Building Parcels in the same manner as Bas in Section 4.3, except in the case of a Special Assessment for a Cost Center S shall be allocated in the same manner as a Cost Center Assessmen Section 4.7. (B) Payment. Special Assessments, including Special Assessments of the type described in Section 4.6, may be due and payable in one (1) payment or periodically as the Board shall direct at the time that the Special Assessment i no installment of a Special Assessment shall be due sooner than the Special Assessment has been delivered to the Owner or Owners -22- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 261 the Board. For any Building Parcel that has been divided into m Component, the foregoing notice shall be sent to the Building As Parcel. (A) Notice.The Center Association shall provide notice to the Owners by first-class mail of any Special Assessments not less than thirty days prior to the Special Assessment becoming due. 4.6. Cost Center Assessments. (A) Cost Center Assessments Budgets and Assessments. The Board shall establish the Cost Center Assessments for Cost Center Services b Budgets for Common Operational Costs for each fiscal year for ea Center Services, including such reserves as the Board deems nece Assessments computed and levied by the Board shall be in an amou Common Operational Costs, including, without limitation, reserve year as reflected in the Cost Center Budget for each of the Cost (B) Cost Centers. There shall be the following Cost Centers for the Center Services described for such Cost Center. (1)Hotel-Retail Parking Garage Cost Center: All Common Operational Costs for operations (including utilities costs and Parking Facilities), maintenance, repair and replacement of Hote- d to the Hotel Parcel and the Retail Parcel that have use of the Hotel-Retail Parking Garage in accordance with t 4.6.(B)(1). Hotel-Retail Parking Garage Costs shall first be allocated by th to each of the Hotel Parcel and the Retail Parcel based upon the spaces allocated for the use of each the Hotel Parcel and the Re (a)Dedicated Hotel Parking: The Center Parking Facilities Costs with respect to any Dedicated Hotel Parking Areas in the H other Parking Facility shall be allocated such that the Hotel Pa assigned any such Dedicated Hotel Parking Areas shall pay its al Hotel Parking Areas Costs" based upon the number of parking stal Parcel in the Hotel-Retail Parking Garage or other Parking Facil number of parking stalls in the Hotel-Retail Parking Garage or o "Dedicated Hotel Parking Areas Costs" shall be those costs incur with respect to its maintenance, operation, management and repai Parking Areas, including, but not limited to, costs of liability Taxes. Dedicated Hotel Parking Areas Costs shall be reasonably d Association by multiplying all costs incurred by the Center Asso reasonably allocable to) the Parking Facility in which the Dedic located by a fraction, the numerator of which is the number of p Hotel Parking Areas, and the denominator of which is the number Parking Facility in which the Dedicated Hotel Parking Areas are Parking Areas Costs shall be assessed to the Hotel Parcel as a C The provisions set forth in this subsection (d) as to establishing, calculating and allocating "D -23- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 262 Costs" shall not be amended, revised, modified or deleted withou and consent of the Owners of the Hotel Parcel. If there is no dedication of parking spaces to the Hotel Parcel within the Hotel-Retail Parking Garage, then th Garage by the Retail Owner and the Hotel Parcel Owner and the co allocated and assessed between the Retail Owner and the Hotel Ow Section 6.3(D). (2)Town Center Square Services Cost Center: All Common Operational Costs for operations of the Town Center Square and f for the Retail Components for the Common Easement Areas that the determines to undertake shall be assessed to the Retail Owner. [ the Retail Owner shall be entitled to make arrangements with oth Building Component Owners] for limited use of portions of the To designated times and uses as the Retail Owner should approve and the Retail Owner shall be entitled to charge the Building Parcel Owner for the costs and expenses of such limited use.] (3)Additional Costs Centers may be established by the Declarant as making and recording a Supplemental Declaration that provides fo this Declaration, additional Costs Centers may be established by Board making and recording a Supplemental Declaration that provi Center or Cost Centers. (C)Allocation of Cost Center Assessments.Notwithstanding the provisions of Section 4.3, if the allocation method for a Cost Center Service is not exprs Declaration, the Center Association may assess to each Building Cost Center Assessment on the basis of the projected use and ben Services to the applicable Building Parcel or Building Component assessment of a Cost Center Assessment is based upon metering or measurement, the allocation and assessment of a Cost Center Serv with the projection and estimation by the Center Association of the benefit received by each Building Parcel or Building Compone the use and benefit of the Cost Center Services. If there is an Center Association and any Owner or any Building Association reg Center Assessments, such dispute shall be submitted to arbitrati 13.27. (1)Allocations of Cost Center Assessments made to a Building Parcel shall be allocated between the Building Components in tha the Building Declaration for that Building Parcel. (D) Payment. Cost Center Assessments shall be due and payable in advance on the first day of each month in equal monthly installments det estimate, provided by the Board from time to time, of the annual allocated to each Building Parcel or Building Component that is benefit of the Cost Center Services. The Board shall endeavor t Building Parcel or Building Component that is serviced by or has t Center Services which has a Cost Center Assessment, an estimate -24- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 263 Assessment to be paid by such Owner for the next fiscal year at the beginning of each fiscal year; provided, however, failure to timing shall not affect the validity of any Cost Center Assessme Owner which is required to pay a Cost Center Assessment shall co Assessment on the basis of the last estimate provided by the Boa provides a new estimate for such Cost Center Assessment. (E) Reconciliation. Within sixty (60) days after the end of each fiscal year, or as soon thereafter as is reasonably possible, the Board shall pr a Building Parcel or Building Component that is subject to a Cos statement setting forth the amount of the Cost Center Assessment for the prior fiscal year and the amount of the estimates paid b the prior fiscal year. With respect to any Building Parcel, such applicable Building Association. If such statement shows that th for estimated Cost Center Assessments were less than the actual for the Cost Center Assessment, then such Owner shall pay the di Assessment to the Center Association within ten (10) days after such statement shows that the estimated payments made by an Owne Assessment were greater than the actual Cost Center Assessment t the Board shall credit the difference toward the next payment(s) payable by such Owner until the full amount of such credit has b provide for interim reconciliations of Cost Center Assessments b quarterly. 4.7. Reimbursement Assessments. (A) General Provisions. The Board may levy a Reimbursement Assessment against any Owner of an interest in a Building Parcel or Buildin expenses incurred by the Center Association which are part of a shall bear interest at the rate of three percent (3%) per annum exceed the maximum interest rate permitted by law) from the date incurred by the Center Association until the date the cost is pa (B) Notice. Before the Center Association undertakes an action that will result in a Reimbursement Assessment being levied against an Owner written notice to the Owner against whom the Board intends to as Assessment stating in reasonable detail the reason for any such and shall provide the opportunity of a hearing for such party be with the Bylaws. (C)Payment. Reimbursement Assessments shall be due and payable when levied by written notice to the applicable Owner, and shall be d (30) days after levied. 4.8. Verification of Assessments. The Center Association shall, within twenty (20) days after request by any Owner, any Mortgagee or potential purc a portion thereof, or of a Building Component, and for a reasona signed by an officer of the Center Association setting forth whe specified Building Parcel, or a portion thereof, or a Building C -25- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 264 identifying the amount of any unpaid Assessments levied against portion thereof, or Building Component. Such a certificate shall accuracy of the statements made therein. 4.9. Personal Obligation For Assessments. (A) The amount of each Assessment assessed to a Building Parcel, tog with interest, late charges, collection costs, and reasonable at personal obligation of the Owner of the Building Parcel or of th Building Parcel that has been divided into Building Components o time when the Assessment fell due. (B) The personal obligation for delinquent Assessments shall pass to successors in title to the Building Parcel that has not been div whether or not expressly assumed by them; provided however that relieved of its personal obligation hereunder until such obligat Parcel that has been divided into Building Components, the perso delinquent Assessments shall be as provided in the Building Decl (C)No Owner shall be exempt from liability for payment of the Asses that are levied against its Building Parcel by waiver of the use Common Easement Areas, the Center Roadways, or any other portion abandonment of such Owner's interest. 4.10. Effect of Nonpayment of Assessments. Any Assessment not paid within fifteen (15) days after the due date shall be delinquent, shall bear int percent (12%) per annum commencing thirty (30) days after the du shall incur a late payment fee in an amount of ten per cent (10% ten dollars ($10), whichever is greater; provided that in no eve charges payable hereunder exceed the maximum permitted by applic 4.11. Transfer of Building Component. (A) The sale, transfer or demise of any Building Parcel, or portion Building Parcel, including a Building Component, or other intere obligations for Assessments as to such Building Parcel, includin sale or transfer of any Building Parcel or Building Component pu Mortgage shall not extinguish the Assessment obligation (includi interest levied in connection therewith) as to such Building Par transferred. No sale or transfer shall relieve such Building Pa liability for any Assessments thereafter becoming due. (B) If a Building Parcel or Building Component is transferred, the t shall remain liable to the Center Association for all unpaid Ass Parcel or Building Component through and including the date that transfer is delivered to the Center Association. If a transfere described in Section 4.8, such transferee shall not be subject to personal obligation, a applicable Building Parcel or Building Component shall not be su unpaid Assessments in excess of the amounts identified in such s -26- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 265 the foregoing, the transferee shall be liable for any additional after the date of the written notification of the transfer. 4.12. Enforcement and Remedies. If any Assessment is delinquent, the Center Association shall be entitled to the following separate and cumu which the Center Association shall have the right to select and reasonable and prudent, in the discretion of the Board, without (A) The Center Association shall have the continuing right to bring action for collection of such delinquent Assessment against any Building Parcel, or portion of a Building Parcel, including a Bu delinquent in payment of such Assessment as a debt and obligatio (B) Suit to recover a money judgment for unpaid Assessments, includi interest, late without foreclosing or waiving the Assessment Lien in favor of t repayment of such amounts. (C)Assessment Lien. At any time not earlier than ten (10) days [and not later than sixty (60) days] after default by an Owner in payment Association, the Association may give a pre-lien notice to a def shall state the date of the delinquency, the amount of the delin payment thereof and state that failure to make payment shall res Building Parcel or the Building Component of the Owner for the a costs and attorneys' fees. If the delinquency is not paid within such notice, the Association may elect to file a claim of lien a Building Component of such delinquent Owner. The claim of lien s delinquent Owner or reputed Owner, (2) a description of the Buil Component against which claim of lien is made, (3) the amount cl (with any proper offset allowed), (4) that the claim of lien is Declaration (referring to the recording data in the Official Rec Clara), and (5) that a lien is claimed against the Building Parc the delinquent Owner in the amount of the stated delinquency (in attorneys fees). Any such claim of lien shall be signed and ackn Association. Upon recordation of a duly executed original of suc of the County of Santa Clara,the lien claimed therein shall immediately attach to the Buildin Parcel or the Building Component and become effective, subject o hereinafter set forth. Any such lien may be foreclosed by approp manner provided by law for the foreclosure of a mortgage with po Association, its attorney or other Person authorized to make suc conducted in accordance with the provisions of sections 2924 and Code (as amended from time to time or similar laws adopted that: apply to the exercise of powers of sale in mortgages and deeds o have the power to bid at the foreclosure sale and if successful, convey the Building Parcel or the Building Component acquired pu foreclosure is by action in court, reasonable attorneys' fees sh permitted by law. If foreclosure is by power of sale, any Perso in writing shall be entitled to actual expenses and such fees (i fees) as may be allowed by law or as may be prevailing at the ti -27- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 266 certificate of sale shall be executed and acknowledged by any two m the Person who conducted the sale. A deed upon foreclosure shall [The Assessment Lien hereby established shall be subject to the Section 13.6 hereof.] ARTICLE 5. DUTIES AND POWERS OF THE CENTER ASSOCIATION 5.1. Duties. In addition to the duties enumerated in the Articles, Bylaws elsewhere in this Declaration, and without limiting the generali Association, acting through the Board and its officers in accord perform the following duties: (A) Maintenance and Operation. The Center Association shall operate, maintain, repair and replace all Improvements within the Common Roadways and all Utility Facilities within the Common Easement A that are not maintained by the City, another public entity, util district in accordance with the provisions of this Declaration. (1)Such operations, management, maintenance and repair by the Center Association of the Common Easement Areas and Center Roadw in a condition and state of repair commensurate with a First-Cla (2)The Center Association may delegate the responsibility of and costs for cleaning, maintaining or repairing a portion of the Co Owner who has been granted or assigned exclusive use of that por Easement Area by the Center Association, whether on a permanent Owner of a Building Parcelor to a Building Association that elects to undertake with the C Association's consent such responsibility for and costs of clean portion of the Common Easement Areas. (3)Further, if any maintenance, repairs or replacements to any Common Easement Areas and Center Roadways, or the improvements t Facilities become necessary as a result of the willful or neglig or its Invitees, the Center Association shall perform such maint replacement and the costs and expenses thereof shall be reimburs by the responsible Owner as a Reimbursement Assessment. Notwith Board shall have the right to require by written notice that suc replacement be undertaken by the Owner who caused the condition Board shall have approval rights over the Person actually doing replacements and actual performance thereof. Notwithstanding th anemergency, or if the responsible Owner fails to complete the mai replacements within a reasonable time under the circumstances, a the Center Association shall perform such work and charge the co Owner as a Reimbursement Assessment. (4)If an Owner disputes its responsibility for any such maintenance repairs or replacement after written notice is delivered by the shall be entitled to a hearing before the Board as provided in t -28- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 267 Invitees are determined to have caused such condition, the Owner challenge the amount incurred by the Center Association to remed (B) Insurance. The Center Association shall obtain and maintain the insurance required under Section 8.1. (C)Electrical Service. The Center Association shall obtain electrical utility service for the Common Easement Areas and Center Roadwaysfrom a public utility, other provider, or other generation sources. (D) Parking and Traffic. Except as provided otherwise in this Declaration, the Center Association shall manage all parking and vehicular traffi Areas and Center Roadways and all Center Parking Facilities in a of Article 8. The Center Association shall operate or cause to be operated t facilities defined and described and comprising the Center Parki completed in good order condition and repair, consistent with a (E) Rules. The Center Association shall adopt and be entitled to enforce Rules that are not inconsistent with the provisions of this Decl of the Common Easement Areas; (ii) to regulate the conduct of Ow respect to the use of Common Easement Areas (iii) to provide sta and repair of the Common Easement Areas and of the Buildings and guidelines for Construction Work Review pursuant to Article 9 to Association that are equitably applied and supplements and amend event shall any such Rules in any way restrict or limit, or be c the use or operation of any Building other than with respect to any, situated within the Building Parcel in which the Building iAs long as Declarant owns a Building Parcel, the Rules shall be approved by the Decla (F)Discharge of Liens. The Center Association shall discharge by payment, if necessary, any lien against the Common Easement Areas, other tha charge the cost thereof as a Reimbursement Assessment to the Own existence of the lien after notice and hearing as provided in th (G) Assessments. The Center Association shall determine, levy, collect and enforce Assessments as set forth in Article 4. (H)Payment of Expenses. The Center Association shall pay all expenses and obligations incurred by the Center Association in the conduct of limitation, all licenses, taxes or governmental charges levied o Association or the property of the Center Association. 5.2. Powers. In addition to the powers enumerated in the Articles and Byla elsewhere provided for herein, and without limiting the generali Association shall have the following powers: (A) Utility and Other Services. The Center Association shall have the right and power to contract for the provision of utilities and other s operation of the Common Easement Area -29- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 268 including, without limitation, the following: (i) water service; waste disposal services; (iii) electrical utility service from a generation sources; and (iv) other utility services, including, cabling and cable television, that the Center Association determ prudent for operation of the Common Easement Areas and Center Ro (B) Common Easement Area Security Monitoring. The Center Association shall have the power (but not the obligation) to provide for sta the monitoring of the Common Easement Areas and Center Roadways, Monitoring Program, the costs and expenses incurred by the Cente such a Monitoring Program shall be assessed as a Base Budget Com no event shall such a Monitoring Program include the providing o for Retail Spaces, or other internal parts of Building Component foregoing, and regardless of whether the Center Association elec Program, neither the Center Association nor the Board shall be d representation or warranty to any Owner, tenant, employee of an Invitee, or any other person entering into the Center regarding (C)Lighting. The Center Association shall have the power to provide for and operate lighting throughout the Common Easement Areas and the Ce the Center Parking Facilities. The Center Association may establ maintenance of lighting installed and operated on or within the such other areas on the external portions of Buildings that the necessary and appropriate. If needed the Center Association may repair of such lighting on Buildings if the Owner fails to meet Center Association for such lighting. The Center Association sh easements over and across the Agency Parcels, Building Parcels, external portions of Buildings to install, operate, maintain, re Common Easement Areas and external portions of Buildings which a applicable Owner. The costs and expenses incurred by the Center lighting shall be assessed by the Center Association to the Owne Assessments; provided however that any such lighting provided to shall be charged to that Center Parking Facilities Cost Center. the lighting requirements of the City which apply to the Center. (D) Manager and Employees. The Center Association shall employ a professional manager or professional management company as the M any part of the duties and responsibilities of the Center Associ writing to the Manager, except as may be otherwise prohibited by Association may employ other professional consultants, staff and determines to be reasonable or appropriate for performing all or responsibilities of the Center Association. (E) Access. For the purpose of performing construction, maintenance or repair for the benefit of the Common Easement Areas or the Cente action to remedy a failure of an Owner or Occupant to fulfill it this Declaration, the Center Association reasonable notice (of not less than twenty-four (24) hours) to t -30- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 269 emergencies, where no such notice shall be required, to enter an Component exterior of Retail Spaces within the confines of those gain access to the Common Easement Areas, Center Roadways or oth necessary for the Center Association to perform such constructio entry shall be made with as little inconvenience to the Owner or any damage caused thereby shall be repaired by the Center Associ Center Association. (F)Enforcement. The Center Association shall have the power to enforce this Declaration. (G) Acquisition, Alteration and Disposition of Property. The Center Association shall have the power to acquire (by gift, purchase o improve, build upon, operate, maintain, convey, sell, lease, tra personal property in connection with the affairs of the Center A any interest in the Common Easement Areas, or other real propert Center Association, shall require the prior written consent of: ; and (ii) if the value of the interest to be disposed of exceeds One Hundred Thousand Dollars shall be increased annually, on a cumulative basis, by three per anniversary date of the recordation of this Declaration, the wri 2/3rds vote of the Voting Power in the Center Association. (H)Loans. The Center Association shall have the power to borrow money o a reasonable and prudent basis to fund operations of the Center readily funded from Assessments on a timely basis. Notwithstandi Association may not borrow an amount greater than five per cent Common Operational Costs without obtaining the prior written app majority of the Voting Power of the Members. The provisions of t amended, revised, modified or deleted without the prior written Voting Power of the Members. (I)Dedication or Grant of Easements. The Center Association shall have the power to dedicate, convey or transfer easements over any part ofs or Center Roadways to any public agency, authority or utility fo installation of utility systems or otherwise as the Board deems operation of the Center on such terms and conditions as may be a dedication, conveyance or transfer of any such easement shall be Declaration, and in the event any such easement is to be located owned by the Center Association, the prior written consent of th Parcel or Building Component the easement is to be located and i (J) Contracts. The Center Association shall have the power to contract for goods and/or services for the Common Easement Areas and the faci Center Association, and as required for the Center Association t powers, subject to limitations set forth in the Bylaws or this D -31- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 270 (K) Valet Parking Services. The Center Association shall have the power to provide valet parking services for the Center Parking Facilities valet parking as a Cost Center Assessment to the those Owners or provided the use such valet parking service. (L) Delegation of Authority and Power. The Board, and the officers of the Center Association, shall have the power to delegate their autho officers or employees of the Center Association, or to the Manag Association. 5.3. Commencement of Center Association's Duties and Powers. The duties, rights and powers of the Center Association as described in this Declar after the date of recordation of this Declaration in the Officia ARTICLE 6. PARKING AND ROADS 6.1. Parking. The Center Association shall operate, manage, maintain, repai and replace the Center Parking Facilities as set forth in this Article 6. (A) Parking Operations: The Center Association shall operate or cause those Center Parking Facilities defined and described and comprising t good order condition and repair, consistent with a First Class P (B) The costs and expenses incurred by the Center Association to ope maintain and repair the Center Parking Facilities, including, wix assessments levied against the Center Parking Facilities [, othe Garage,] shall be assessed to each of the Building Parcels and B the Common Operational Costs as Assessments pursuant to Section 4.3 of this Declaration. The Center Association shall be authorized to enter into operati parties, including the Declarant, for the operation, management, Center Parking Facilities, the costs of which shall be included 6.2. Hotel-Retail Parking Garage and other Center Parking Facilities. Without regard to the ownership or use of any Parking Facility, the Center Asso repair and replace the structural and non-structural elements si within the Center Parking Facilities, including the Hotel-Retail expenses of maintenance of the Hotel-Retail Parking Garage shall the Retail Parcel and the Hotel Parcel as the Hotel-Retail Parking Garage Cost Center Cost Center pursuant to Section 4.6(B)(1). (A) Maintenance, repair and replacement of the structural elements o improvements in Center Parking Facilities shall be undertaken as and the Building Declaration for the Building in which such Cent (B) Where a Building Parcel contains a Parking Facility, the costs o operation, maintenance, repair or replacement of improvements, f components or parts of the Building that are shared between or a Building shall be allocated and assessed between or among the Ow -32- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 271 Components within the Building, including the Center Association Facility, as provided in the Building Declaration for the Buildi that are allocated to the Center Association with respect to the Common Operational Cost assessed to the Owners as part of the Co Parking Facility. 6.3. Rights to Use Center Parking Facilities. (A) General Use of Center Parking Facilities. The Center Parking Facilities shall be available for use by the Owners of the Retail Parcel or the Retail Parcel and by the Owner of the Hotel Parcel and the O Permittees of the Owners of the Retail Parcel or the Building Co Parcel and by the Owner of the Hotel Parcel. (B) Public Use of Center Parking Facilities. Those portions of the Center Parking Facilities that are designated as Public Use shall be av make use of the Public Use Vehicular Access Easement; the Public Easement, and the City Park. (C)Retail Owners and Invitees. The Hotel-Retail Parking Garage shall be available for use by each Retail Owner, for the use of such Reta Retail Component or Retail Facilities, their respective tenants Permittees along with the rights of use by the Hotel Owner as prn Section 6.3(D) below. The Hotel-Retail Parking Garage is not intended for use b or Invitees of the Owners or Occupants of Building Parcels other Hotel Parcel. The Retail Owner, and the and the Occupants of a Facilities, their respective tenants and other Invitees, in conj the Hotel Parcel as herein set forth shall have, appurtenant to Component a non-exclusive right and easement over and across the, including the Hotel- title or interest in the Retail Parcel or Retail Component or Re egress, use and enjoyment of the Center Parking Facilities withi described and set forth in this Article 6. (D) Hotel Parcel Parking Rights. The Hotel Parcel Owner as to the Hotel Parcel shall have such rights and be subject to such limitations Facilities, including the Hotel-Retail Parking Garage, as are se Hotel Parcel Owner, and the Occupants of the Hotel Parcel, and t other Invitees, in conjunction with the rights of Owner[s] of th Section 6.3(C) above, shall have, appurtenant to the Hotel Parcel a non-exclus easement over and across the Center Parking Facilities, includin Parcel, for ingress and egress, use and enjoyment of the parking Parking Facilities as described and set forth in this Article 6. The Hotel Parcel Owner shall have the right to park the number of motor vehicles in the Hotel required for the use of the Hotel Parcel in accordance with the the Hotel Parcel as a hotel use. Such parking rights may be furn dedicated parking spaces or such other arrangements as are estab -33- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 272 as long as the Hotel Owner is provided, at a minimum with the am the use of the Hotel Parcel as a hotel use under the Land Use Ap (E) Office Parcel Owners and Invitees. The Owners and Occupants of the Office Parcels, and their respective tenants and Invitees, and o in the Office Parking Garage area, and shall not park in the Cen the Hotel-Retail Parking Garage or the exterior parking spaces a Parking Facilities. (F)Parcel 1 Retail/Residential/Athletic Club Parking:The Owners and Occupants of Parcel 1 Retail/Residential/Athletic Club, and their respective tenants Invitees, and other Permittees, shall only park in parking areas Retail/Residential/Athletic Club, and shall not park in the Cent Hotel-Retail Parking Garage or the exterior parking spaces and are Facilities. (G) Senior Residences Parcel Parking: The Owners and Occupants of the Senior Residences Parcel, and their respective tenants and Invit only park shall only park in parking areas within the Senior Res park in the Center Parking Facilities, including the Hotel-Retai parking spaces and areas within the Center Parking Facilities. (H)Restrictions. The easement and license granted to Owners or other Occupants or Invitees of Owners pursuant to Sections 6.3(A), (B), (C) and (D) shall be subject to the rights and limitations established under this Dec granted to the Center Association and to the Declarant regarding management and maintenance and repair of the Center Parking Faci limitation, the right to set aside portions of the Parking Facil more Owners, and to the limitations set forth in the Rules pursuan forth in this Article 6. 6.4. Regulation of Center Parking Facilities. (A) he power, among other things, to: (a) regulate the use of the Center Parking Fac or Occupant, and their respective Invitees of parking spaces and Parking Facilities; (b) allocate to Owners, on a reasonable basi the exclusive use of parking spaces within the Center Parking Fa spaces for parking by handicapped persons or for car/van pool pa requirements of government agencies. (B) After such time as Declarant no longer under this Declaration, or Declarant has relinquished in writing powers to regulate and allocate parking shall belong to and be e Notwithstanding the foregoing, the Board may not revoke or chang of Center Parking Facilities made by Declarant to the Owner of t the Hotel Parcel without the consent of the Owner and the Declar -34- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 273 (C)All costs and expenses incurred by the Center Association to ope maintain and repair the portions of the Center Parking Facilitie one or more Owners as aforesaid, including, without limitation, estate tax assessments levied against such Center Parking Facili Owners having the exclusive use of such Center Parking Facilitie Center Assessment. The Rules adopted by the Declarant or the Bo and requirements regarding the rights of use of the Center Parki otwithstanding the foregoing, no such Rules for Center Parking Facilities shall deprive or materially interfere Occupant or other Permittees from the use of a parking space or Person has been provided the dedicated rights to park vehicles a 6.5. Alteration of Center Parking Facilities. During the development of any portion of the Center, subject to the Land Use Approvals, the Declarant, as parking facilities within the Center Parking Facilities includin number of spaces available in the Center Parking Facilities, and facilities within the Center or outside of the Center. (A) The Declarant may provide revocable licenses to Owners of some o the Building Components that are owned by the Declarant for park Parcels that have not been improved with Buildings, subject to s deems appropriate. Notwithstanding the foregoing, no such revisi of the parking spaces or other facilities in the Center Parking interfere with the right of any Owner, Occupant or other Permitt space or parking area to which that Person has been provided the vehicles as set forth in this Article 6.The Declarant shall be entitled to terminate any license for such interim parking facilities or move such interim parking fac Center or areas outside of the Center. The costs and expenses o and repair of any such interim parking facilities by the Center and budgeted by the Center Association, and shall be assessed as Assessments, or as a Cost Center Assessment in the event such ad portion thereof are designated for exclusive use by one or more determines as being appropriate. (B) After the Center has been developed, and after such time as no D Center Association shall have the right to revise, modify and alter the parking facilities in the increasing or decreasing, permanently or temporarily, the number Center Parking Facilities, from time to time as the Board determ Notwithstanding the foregoing, no such revision, modification or spaces and facilities in the Center Parking Facilities shall dep right of any Owner, Occupant or other Permittees from the use of area to which that Person has been provided the dedicated rights this Article 6.] In no event shall the provisions of this Sectio 6.5 be deemed, construed or interpreted to diminish or alter the rights provided as to the p Hotel Parcel as set forth in Sections 6.3(C) and 6.3(D). The provisions of this foregoing sentence cannot be amended, revised, modified or deleted without Retail Parcel Owners or the Hotel Parcel Owner. -35- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 274 6.6. Vehicle Restrictions. Subject to the Land Use Approvals, aslong as the Declarant establish by the Rules the nature and types of vehicles that may the Center. No vehicle of any type shall be used, parked or oth within the Center other than in a manner permitted and authorize Rules. The Rules concerning vehicles and parking within the Cen regulating the operation and parking of passenger cars and other buses and other large vehicles within the Center, the use of han loading zones and other restricted, designated or reserved parki van pool parking and other parking regulations and measures requ government agencies or considered necessary by the Declarant. A he Declarant relinquishes in writing the powers hereunder, subject to the Lan Association shall have the power to establish by Rules the natur be operated and parked within the Center and enforce such Rules. foregoing, no such Rules for Center Parking Facilities shall dep the right of any Owner, Occupant or other Permittees from the us parking area to which that Person has been provided the dedicate set forth in this Article 6. 6.7. Removal of Vehicles. The Center Association may cause the removal of any unauthorized vehicle or vehicle that is wrongfully parked within owned by an Owner, Invitee or other Occupant. Any such removal the requirements of the California Vehicle Code or any other app Association shall not be liable for any damages incurred by the removal in compliance with this Section or for any damage to the removal, unless such damage resulted from the intentionally wron Center Association or any person causing the removal of or remov 6.8. . Subject to the Land Use Approvals,aslong theDeclarant reserves the right to establish and operate or cause t services within the Common Easement Areas for the benefit of som charge the Owners or a designated group of Owners for the costs services. Declarant shall have the right to designate a reasona Common Easement Areas for vehicle drop off locations for such va have the right to a park a reasonable number of motor vehicles i other Parking Areas of the Center in conjunction with such valet time as Declarant no longer holds Declaran the Declarantrelinquishes in writing the powers hereunder, subject to the Lan the Center Association shall have the power to establish and ope 6.9. Center Roadways.Subject to the Land Use Approvals, the Center Association shall manage and operate the Center Roadways, including the inst signals and developing and administering a traffic circulation p may specify any traffic regulations and measures required by any imposed by the City or other government agencies or considered n Subject to the Land Use Approvals, the Center Association shall -36- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 275 close off portions of the Center Roadways and portions of the Pa uses and for events, activities and functions approved by the Bo the Land Use Approvals, the Center Association shall maintain, r landscaping, signage and improvements within the Center Roadways Common Easement Areas which indicate the principal path of motor Center, consistent with requirements of the City. ARTICLE 7. BUILDING MAINTENANCE AND OPERATION 7.1. Building Parcel Maintenance. All improvements within Building Parcels, other than Common Easement Areasor any other areas that are required to be maintained and repaired by the Center Association pursuant to this Declaration, and replaced by the Owner of the Building Parcel or for any Buil divided into two or more Building Components, by the Building As Parcel, in good condition and repair in accordance with the Cent consistent with the Project Site being a First-Class Project. (A) The Center Association may maintain, repair and replace the ligh fixtures on the exterior of Buildings (including replacement of intended to illuminate Common Easement Areas. (B) s Reserved Rights] [owns a Building Parcel] shall be entitled to establish adopt, m Operational Standards. The Center Operational Standards may not prior written consent of the Declaration as long as Declar Reserved Rights, the Center Operational Standards shall be adopt the Center Association Board by written notice to all of the Own Center Operational Standards adopted, modified and amended by th shall be subject to ratification by a Majority Vote of the Owner any such adoption, modification or amendment, the Owners call a for such ratification. If no such meeting is called or ballot ci then the adoption, modification or amendment shall be deemed ope 7.2. Security. The Owner of a Building Parcel or the Building Association fo Building Parcel that has been divided into Building Components s option, for providing security for such Building Parcel. The fo shall not be construed as requiring any Owner of a Building Parc provide security for such Building Parcel or Building Component. 7.3. Responsibility for Building Maintenance. Unless the Building Declaration provides otherwise, whenever a Building Parcel contains more than one Bui management, maintenance, repair and replacement of the improveme structure within the Building and the Building Parcel, which imp structure are shared and commonly used by the Owners of the Buil Building, shall be undertaken by either the Building Association there is no such Building Association, by the Owner of the Retai -37- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 276 Parcel, and the costs thereof shall be shared among the Owners i described in the Building Declaration. (A) If a Retail Project is established within the Retail Parcel, the Association shall maintain, repair and replace, or oversee and m replacement of, the improvements, facilities and structure withi the Retail Project, as set forth in the Building Declaration for Declaration for the Retail Project. The Retail Association shall manager to carry out its functions. Each Building Declaration f specifically define and describe the areas of the improvements, the Retail Parcel that are to be operated, maintained, repaired such as by either the Center Association (to the extent the Cent elects to do such work in accordance with this Declaration), a B of a Building Component within the Retail Parcel, or a Retail As operation and management of a Retail Portion within a Building Parc consistent with this Article 7. (B) All operation, management, maintenance, repair and replacement o improvements, facilities and structure hereunder shall be consis a First-Class Project. 7.4. Legal Action to Enforce. If a Building Association or the Owner of any Building Parcel or Building Component fails to maintain or repair any por Building Component as provided in this Declaration, the Center A and a hearing to the extent required by the Bylaws, (a) undertak behalf of the Building Association or Owner, or (b) bring legal maintenance or repair by responsible Owner [or Building Associat any such maintenance or repair or of any such legal action shall Association by the Owner of such Building Parcel, Building Compo Association therefor that is responsible for such maintenance or Assessment. ARTICLE 8. INSURANCE 8.1. Insurance - Center Association. The Center Association shall obtain and maintain the following insurance coverages: (A) Property Insurance - Common Easement Areas. All-risk form property insurance providing reasonable coverage on a Replacement Cost (a the costs of repairing, rebuilding and replacing all improvement Center Association within the Common Easement Areas, including t and all personal property and fixtures owned by the Center Assoc. (1) Such property insurance policy or policies shall be written insure in a commercially reasonable manner losses or damage by explosion, damage from aircraft and vehicles, smoke damage, exte removal, vandalism and malicious mischief and sprinkler leakage. -38- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 277 (2) The amount of coverage for such property insurance shall be overed property (excluding foundation and excavation costs and costs of underground flues, pipes and drains). The am any co-insurance requirements of the policy or policies, or the waiver of any co-insurance provisions. (3) Such property insurance shall include coverage or endorsemen for increased construction costs due to changes in building code and for demolition costs, including, but not limited to, an ordi endorsement providing coverages A, B and C and an ordinance law increased period of restoration endorsement. (4) The Center Association may, but shall not be required to, ca (i) earthquake insurance; (ii) pollution liability insurance; an (5) Such property policy or policies shall name the Owner of eac Building Parcel [and Building Component] and the Center Associat interests may appear. (6) The foregoing property insurance may contain reasonable deductibles or self-insured retentions approved by the Board. (7) Such property insurance to be obtained by the Center Associa shall not cover any improvements within the Building Parcels, ex within the Center Parking Facilitiesand Common Easement Areas, and shall not cover any Retail Spaces, nor any trade fixtures, inventory, or other personal pro (8) Whenever any improvements or alterations that are owned or operated by the Center Association are in the course of construc required under this subsection for such improvements or alterati Center Association on the broadest commercially reaso written on a completed value basis, insuring against loss or dam Replacement Cost of that which is being covered, without any co- penalties. The Center Association and its contractors, subcontr policy coverages shall include, without limitation, the perils r Section 8.1(A)(1). The policy shall cover materials located on-site, off-site and i business income, extra expense and delayed opening/delayed start co-insurance requirements or penalties. These time element covera period of no more than fourteen (14) days and shall provide proc loss sustained during a period of not less than twelve (12) mont policy must be endorsed to include ordinance or law coverage no by Section 8.1(A)(3). (B) Liability Coverage Center Association. A policy or policies of commercial general liability insurance in an amount of not less than Three bodily injury and property damage per occurrence limit, Three Mi general aggregate limit, Three Million Dollars ($3,000,000) pers and Three Million Dollars ($3,000,000) products-completed operat coverage, including without limitation, premises-operations and insurance against liability for bodily injury, death, personal i property damage occurring or arising from an occurrence in, on o Easement Areas or incident to the ownership, maintenance or use Areas or any other Center Association owned or maintained real o -39- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 278 Center Association shall be the first named insured on the comme policy. Such commercial general liability insurance shall name and representatives, the Board, and the Owners, as additional in of such commercial general liability insurance coverage shall be Association over time to reflect the amount and types of coverag prudent commercial building owners in the County.No such liability insurance shall be deemed bligations or such other obligations of the parties under this Declaration. Such insurance shall be written on an o are not commercially reasonably available to the Center Associat similar developments in the County. (C) (statutory limits) for employees of the Center Association to th ($1,000,000) bodily injury by accident (each accident), One Million Dollars ($1,000, (policy limit) and One Million Dollars ($1,000,000) bodily injur Such policy or policies shall include a waiver of subrogation in and the Declarant. (D) Business Automobile Liability.Business automobile liability insurance, insuring against liability arising from the maintenance and use leased and rented trucks, automobiles and other vehicles for bod damage. Such coverage shall be obtained with a combined single not less than Three Million Dollars ($3,000,000.00) without any (E) Fidelity Bonds or Insurance. Fidelity bonds or insurance covering officers, directors, and employees of the Center Association that have acc funds. (F)Directors and Officers Liability Insurance. Directors and officers liability insurance covering all past, present and future directors and of The limits of liability of the directors and officers insurance Dollars ($2,000,000) per claim/annual aggregate. (G) Other Insurance. Such other insurance insuring the Center Association, or any property owned or controlled by the Center Association, a considers necessary or advisable. 8.2. Assessments for Insurance. The cost of insurance coverage required to be maintained by the Center Association shall constitute a Common O included as part of the Base Assessments. Notwithstanding the f allocate the cost of insurance as a Cost Center Assessment to mo benefits arising from such insurance coverage due to the specifi Parcel or Building Component or Cost Center as reasonably determ Board and the insurer(s) of the policies described herein. -40- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 279 8.3. Insurance Administration. (A) Each Owner [and Building Association] will be deemed to have the Center Association or any insurance trustee designated by th behalf of the Owners in connection with all insurance matters ar maintained by the Center Association, including without limitati Building Association] in any proceeding, negotiation, settlement (B) Any insurance maintained by the Center Association shall cona Center Association and its officers, directors and members, the Owners, any Building Association, and Occupants of the Build Declarant), and all Mortgagees, and, if commercially reasonably severability of interest (separation of insureds) endorsement or against liability to each other insured. (C) The Center Association, its directors, officers, and Manager liability to any Owner, Building Association or Mortgagee if, af to obtain or maintain the insurance required hereunder, because available at commercially reasonable rates or terms, or, if avai maintained because the Owners have failed to fund the insurance the Board immediately shall notify each Owner and any Mortgagee Center Association that the insurance will not be obtained or re (D) The Center Association shall annually review all insurance p maintained by the Center Association to determine the adequacy o the scope, types and limits of the policies accordingly. (E) No Owner [or Building Association] shall separately insure t improvements within a Building Parcel against loss by fire or ot insurance carried by the Center Association in a manner that wil insurance proceeds otherwise payable under the Center AssociatioCenter Association shall make available to all Owners a copy of the Cen or policies to enable Owners [or any Building Association] to in Building Component without duplicating insurance carried by the without limitation, to avoid inadvertently triggering any co-ins Associationlicies. If any Owner [or Building Association] violates this pr any diminution in insurance proceeds otherwise payable under the policies that results from the existence of such other insurance [or Building Association], as applicable, who acquired other ins 8.4. Insurance of Building Parcels and Building Components. The Owner of each Building Parcel or Building Component shall comply with the insu standards stated in this Declaration and the insurance requireme Building Declaration for such Building Parcel or Building Compon shall state minimum insurance standards and requirements for the Component consistent with the requirements of this Declaration, To the extent that the provisions of this Declaration require gr coverage, or otherwise conflict with the provisions regarding in -41- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 280 Declaration, the provisions of this Declaration shall prevail, e Declarations that require policies of insurance with greater ins or otherwise broader insurance coverage than are stated in this 8.5. (A) Property Insurance -- Building Parcels. The improvements within each Building Parcel shall be insured by the Owners of the Build Association under a Building Declaration with coverages that are reasonable standards for such property insurance as established Board. Initially, the property insurance for the improvements wl comply with the following requirements and standards: (1) The property insurance shall be written on an all-risk (spec causes of loss) form on a Replacement Cost basis, in an amount e repairing, rebuilding and replacing all improvements of the Buil improvements installed within Retail Spaces or within the interi with the requirements of Sections 8.1(A)(1), (2) and (3). (2) Such policy or policies shall name the Owners of the each of Building Components as additional insureds. (3) The foregoing insurance may contain reasonable deductibles o self-insured retentions approved by the Board or established by (4) Whenever any improvements or alterations are in the course o construction, the insurance required under this subsection, to t Section 8.1(A)(8). (B) Liability Insurance - Building Parcels. The Owner of each Building Parcel [or Building Component][or any Building Association], as applica policy or policies of commercial general liability insurance, in injury, advertising injury, bodily injury, death and property da occurrence in, on or about the Building Parcel or Building Compo from incidents that occur inside the Retail Spaces]. Upon writt amount and scope of such liability insurance coverage shall be i amount and types of coverage generally maintained by prudent com the County. (1) Such commercial general liability insurance shall be obtained a are are purchased by a substantial majority of owners in similar dev limits of liability not less than Three Million Dollars ($3,000, damage per occurrence limit, Three Million Dollars ($3,000,000) Million Dollars ($3,000,000) personal and advertising limit, and Dollars ($3,000,000) products-completed operations limit. Such commercial or retail uses shall provide, without limitation, cov explosion, collapse, and underground hazards, products-completed contractual liability insurance, broad form property damage (inc liquor legal liability, independent contractors and cross-liabil insureds). The operator of any Parking Garage or other parking the Center shall obtain and maintain liability insurance coverag -42- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 281 coverages that are normally and customarily obtained and maintai parking garages and facilities in the City. (2) No such insurance shall be deem indemnity, defense and hold harmless obligations or such other o this Declaration. (C) Boiler, Machinery and Pressure Vessel. If such insurance is generally obtained by building owners for the type of building owned and o Building Association shall obtain broad form boiler, machinery a (without exclusion for explosion) shall be obtained in a reasona recommended by an experienced insurance consultant or advisor co and loss of income and providing coverage for all steam, mechani including, without limitation, all boilers, unfired pressure ves maintained by the Owners of each Building Parcel and Building Co Association under a Building Declaration. The coverage shall inc breakdown coverage and insurance against loss of occupancy or lo breakdown and shall include, without limitation, the Replacement housing the boiler, machinery and/or pressure vessels. (D) Business Income. Business income insurance shall be provided for any Retail Component, [and for operations of the Senior Residences Pcovering loss of profits, extra expense, loss of rents and necessary continuing expenses f occurrence or peril covered by the insurance required hereunder, interruption and extra expense coverage to include loss caused b prohibits access to the improvements due to any covered cause of coverages shall be in an amount sufficient to avoid co-insurance which will cover actual loss sustained (i) during a period of no from the date of casualty or loss; or (ii) until that date on wh reconstructed or repaired and generating the amount of income/re realized but for the casualty or loss, whichever is later. The endorsement for an extended period of indemnity of one hundred e coverages required by this Section 7.4(D) shall include a waiting period of not more than fourteen (14) days and must be endorsed to provide ordinance or than that required by Section 7.1(A)(3). (E) Business Automobile Liability. Business automobile liability insurance, insuring against liability arising from the maintenance and use leased and rented trucks, automobiles and other vehicles for bod damage, shall be obtained with a limit for each occurrence of no Dollars ($3,000,000) with no annual aggregate. 8.6. Insurance for Design Professionals, Contractors and Vendors.All design professionals, contractors and vendors performing services or wo Center Association or any Owner shall comply with such insurance established from time to time by the Board in its discretion. -43- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 282 8.7. General Requirements. All insurance policies required to be obtained under this Article 7 shall be issued by responsible companies licensed and qualified State of California. All such companies shall maintain a rating or provide a rating. 8.8. Revision of Insurance Requirements. The Declarant, as long as Declarant has insurance required under this Article 8 to the extent that Decla appropriate to protect the Declarant, the Center Association and Occupants as commercially reasonable and appropriate. After such ify the minimum and maximum of amounts of insurance required under this the Board deems it necessary and appropriate to protect the Decl and the Owners and other Occupants as commercially reasonable an ARTICLE 9. CONSTRUCTION WORK 9.1. Proceeding with Work. All Construction Work shall be undertaken and performed by the Owner of the Building Parcel or Building Component in ful respects with the Land Use Approvals and all necessary building compliance with City requirements. Promptly after obtaining the permits, the Owner shall commence and diligently proceed with th completion of the Construction Work as approved by the City. Any be commenced and completed diligently, subject to Force Majeure. 9.2. Construction Work Review. (A) All Construction Work which is new construction on a Building Pa Building Component by an Owner or Building Parcel Developer shal Construction Work Review by the [Declarant, as long as Declarant Center. After such time as Declarant no longer owns a Building Declarant relinquishes such right of review in a written documen Records of the County, such Construction Work Review shall be un Work Review Body shall adopt rules and procedures for Construction Work Review. (B) Alterations and modification to any Improvements of a Building o are made to the exterior of any Building or are made to the area of a Building, such as landscaping, hardscape or other such area visible from another Building Parcel or from the Common Easement (C)Prior to commencement of any such new Construction Work on a Bui Parcel or Building Component, or prior to commencement of Altera Building Parcel or Building or the Building Parcel Developer, sh Construction Work to the Construction Work Review Body for Const pursuant to this Section 9.2. Construction Work Review submittal -44- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 283 or the Building Parcel Developer for such Construction Work aftee Building Parcel Developer has obtained entitlement and design review for submittal for building permits for the Construction Work. The Co shall be applied fairly and equitably by the Construction Work R Building Parcel Developers. (D) The scope of the Construction Work Review for new Construction W for Alterations by the Construction Work Review Body shall perta (1)Center Association Documentation: Review and memorializing the Building Area, parking requirements, Building Component area Parcel or Component, and any other information necessary for the management of the Center by the Center Association. (2)Design Review: Review of the design of the Improvements or the Alterations as meeting the requirements set forth in Section 9.4 of this Declaration. (3)Insurance: Review of any insurance or agreements necessary to protect the Center Association and Declarant. (4)Construction Documentation: Review of requirements for delivery of future construction documentation, such as permits, warranties for work related to the Common Easement Areas and/or as-built drawings upon completion. (5)Infrastructure Requirements: Review of capacity of and extension to utilities, roadways, services and Center Associatio transformer and meter location, circuiting, method of connecting duration of work. (6)Construction parameters: General review of technical (not design) aspects of the construction drawings to determine if the neighboring buildings, including sound, vibration, fire hazards, hardships that will result. (7)Constructability Issues: Review of timing, duration, staging, worker parking, pedestrian safety, barrier erection and design, entering into an agreement to restore any damage to Common Easem properties. (8)Operational Issues: Review of any matters impacting the operation of other buildings in the Center, including but not li refrigerated for a restaurant), rubbish removal and deliveries, and traffic flows), signage and public area lighting (i.e. circu rest of the project so all store signs go on at once), and lands Center Association on an ongoing basis. -45- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 284 9.3. Forms of Approvals and Denials by Construction Work Review Body. All approvals and denials by the Construction Work Review Body shall a proposal shall state the reasons for the decision made with re Construction Work Review Body may impose reasonable written cond with respect to any approval that the Construction Work Review B 9.4. Basis for Approval of Improvements. The Construction Review Body shall not approve as part of any Construction Work the construction of any Alterations unless it finds that: (A)The general architectural considerations, including the characte and quality of the design of such Improvements meet the standard Construction Review Body; (B)The architectural relationships of such Improvements with the si other Buildings, building materials, colors, screening of exterig, and other similar elements have been incorporated in order to en proposed Improvements and its design concept with the character general character of the Community and the compliance with the Design Guidelines and the related terms and conditions of the La (C)The architectural design, layout and setbacks of the proposed Improvements are compatible with the existing Buildings and Comm (D)The general site considerations, including site layout, open spa topography, orientation and location of buildings, vehicular acc setbacks, heights, walls, fences and similar elements have been environment, and are otherwise in compliance with the Land Use A Design Guidelines; (E)General landscape considerations, including the location, types, color, texture and coverage of plant materials, provisions for i protection of landscaped areas and similar elements, have been c relief, to complement buildings and structures within the Commun attractive environment for the enjoyment of the Owners in genera enhancement of the property values in the Community in general; (F)Electrical transformers, telephone vaults, and similar above gro equipment enclosures are located in areas designated for such us and any Community Design Guidelines or if not so designated, scr landscaping acceptable to the Construction Review Body, or if re Review Body located underground so that such equipment shall not Buildings. If the Construction Review Body makes a negative finding on one set forth in this Section, it shall disapprove such a matter or such findings to be made. -46- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 285 9.5. Exclusions From Review. Notwithstanding the foregoing, no Construction Review Body approval shall be required for: (i) repainting a Building scheme that has been most recently approved by the Construction of the Improvements in the Community that are being repainted, o repainting, set forth in the Rules; (ii) repairing, rebuilding other part of the Community in accordance with the plans and spe the Construction Review Body for the particular portion of the B Community that is being repaired, rebuilt or restored; (iii) for fronts of retail or commercial establishments located in commerc Construction Review Body approval shall be required for construc other improvements to create units in the interior of a Building structural alterations of the Building or modification of the Co under this Section 9.5 shall be consistent with the Land Use Approvals. 9.6. Construction Review Body Review Procedures. The following procedures shall govern the actions of the Construction Review Body as to submitt Construction Review Body of Construction Work or Alterations: ] (A) Submittals. Any Owner seeking review and approval of Construction Work or Alterations by the Construction Review Body shall submit Body an application for approval of such Construction Work or Al plans, specifications, and other documentation as may be require Community Design Guidelines to enable the Construction Review Bo with respect to such proposed Construction Work or Alterations ( Submittal"). Any Owner seeking approval of a Change in Use by t shall submit to the Construction Review Body an application for together with such other information and documentation as may be Rules or any Community Design Guidelines to enable the Construct determination with respect to such proposed Change in Use ("Prop Construction Review Body shall define what constitutes a full se Submittal or Proposed Use Documents for Construction Work or Alt (B) If the Construction Review Body determines that the application approval of Construction Work, Alterations or a Change in Use or Submittal or Proposed Use Documents does not comply with this De Design Guidelines or are otherwise inadequate to permit the Cons a final determination on the application, the Construction Revie writing of such deficiency within twenty (20) days after such submittal is made by the Owner. An Owner shall be entitled to submit a remedial package to corre the Construction Review Body and the Construction Review Body ag writing of such deficiency within ten (10) days after such submi detail describing any continuing deficiency. If the Constructio Owner of a deficiency within any such ten (10) day period, the i Construction Review Body shall be deemed complete. -47- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 286 (C)Within sixty (60) days after a complete submittal package has be delivered to the Construction Review Body, the Construction Revi Owner whether the application for the Construction Work, Alterat been approved or disapproved. If the application has been disap Review Body shall specify in reasonable detail the reasons for s Construction Review Body fails to approve or disapprove an applisixty (60) day period, the application will be deemed to have been disappro 9.7. Commencement and Completion of Construction Work. All Construction Work shall be commenced within a reasonable time after Construction W Construction Work Review Body, if Construction Work Review is re Work, and the issuance of building permits for such Construction prosecuted continuously to completion in a manner that is consis with any required Construction Work Review and the building perm Project Approvals, without significant interruption. 9.8. Quality of Construction. All Construction Work shall be done in a first class and workmanlike manner in accordance with good construction practice all applicable laws and regulations and this Declaration. First condition, nature or operation that is consistent with the initi improvements in the Center by the Declarant. 9.9. Compliance with Laws. None of the Owners shall make any alterations or undertake any Construction Work that would violate in any materi other laws, ordinances or regulations affecting the Center. If a Building Association or any other Owner is required for applic other permits for any Construction Work undertaken by an Owner, t Building Association, and such other Owner shall cooperate in su that the Owner undertaking such Construction Work shall indemnif(with counsel reasonably acceptable to the indemnified party) and hold harmles Building Association and the other Owners from any and all claim liabilities, judgments, costs or expenses that arise out of such the execution of any such application by the Construction Work R Association, the Building Association or other Owners for Constr them. 9.10. Compliance with Operation and Maintenance Agreement and Plan. No Construction Work shall be undertaken by an Owner or any other P does not comply with the requirements of the Land Use Approvals 9.11. Lien Protection. An Owner performing any Construction Work in the Center shall include in any construction contract a provision pursuant to whi separate ownership of the Building Parcel or Building Component any lien rights of the contractor or subcontractors under the me California shall only be enforceable against the Building Parcel contracting Owner which is the subject of the construction contr 9.12. Harm to Common Easement Areas. If any Construction Work by an Owner or its agents or contractors, including any repairs, replacement or res -48- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 287 destroyed improvement on a Building Parcel, causes any injury, d improvements within the Common Easement Areas, the Owner who has Construction Work shall repair any such injury, damage or harm w first class and workmanlike manner, at no cost or expense to the other Owners. 9.13. Approval of Declarant. No applications or requests for Changes in Use affecting any portion of the Center shall be made by any Owner without the ration. 9.14. Liability for Review. Review or approval of Construction Work Review or Proposed Use Documents by the Declarant or the Construction Work Construction Work or a Change in Use shall in no way make the De Work Review Body or its members responsible or liable for the desi proposed Construction Work or a Change in Use or be interpreted Construction Work Review Body or its members represent or warran Construction Work or a Change in Use is adequate in its design, sufficient for its intended purpose or free from defects. The P Construction Work or a Change in Use is approved shall indemnify reasonably acceptable to the indemnified party), and hold the De Work Review Body or its members harmless from any and all claims losses, expenses, costs, judgments and liabilities, inc arising out of such approval. Approval of plans, drawings or sp Construction Work or a Change in Use or other matter requiring a shall not be deemed to constitute a waiver of the Declarant or t subsequently submitted for approval. 9.15. Subdivision of Parcels. A Building Parcel or Building Component may be subdivided or resubdivided by the Owner only if the following co (A) The Owner complies with all City requirements; (B) Declaration, Declarant's prior written consent is obtained, whic sole and complete discretion; and (C) The Owner provides a supplement and amendment to this Declarati that allocates all obligations and rights of this Declaration to Building Components created and established by any such subdivis supplement and amendment to this Declaration shall be subject to the Board, which approval shall be in writing and shall not be u supplement or amendment shall be subject to the review and appro supplement and amendment shall be executed by an authorized offi Association on behalf of all of the Owners. The foregoing requirements of Section 9.10 (A) through (C) inclusive shall not apply to a Building Parcel or Building Component owned by Declarant. -49- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 288 ARTICLE 10. USE RESTRICTIONS 10.1. Use of Center. The Center, the Common Easement Areas, and each Building Parcel shall be used and operated in accordance with and subject Use Approvals for the Center and the Rules. 10.2. Modification of Land Use Approvals or Use Permits. The Land Use Approvals and other Use Permits for the Center may be modified, amended, suppl Center Association, acting through the Board, subject to obtaini permits and authorizations from the applicable governmental auth Declarantholds Declara Notwithstanding the foregoing, the Center Association shall not modifications, amendments, supplements or revisions of the Land Use Permits for the Center that would deny any Owner or Occupant of the Center which it owns, leases or legally occupies, or caus denied reasonable use and enjoyment of the easements, rights and Declaration. An Owner shall be entitled to modify, amend, suppl Approvals and other Use Permits for the Center and to obtain a n Parcel only if such Owner has first obtained the prior written a as the Declarant. 10.3. Compliance with Law. Each Owner, and the tenants and other Occupants of h all laws, codes, rules, orders, ordinances, regulations and requirements now or hereafte the United States of America, State of California, City (in its other governmental or quasi-governmental authority or agency now jurisdiction over the Center, a Building Parcel, Building Compon noncompliance would subject the other Owners or Mortgagees to ci jeopardize any certificate of occupancy of any Building Parcel, Building Parcel, Building Component, or part thereof, or would r lien against any part of the Center. 10.4. Insurance Requirements. The Owners shall comply with all rules, regulations, and requirements of any insurance rating bureaus having jurisdic Easement Areas, Building Parcel, Building Component, or any port provisions of the insurance policies obtained by the Center Asso do anything that would materially increase the premiums of any p by the Center Association, any Building Association, or any of t insurance policy to be cancelled, or cause a refusal to renew th 10.5. Illegal Activities and Nuisances. No illegal activities shall be conducted within the Center, nor shall anything be done thereon which may be or may b which may in a material way interfere with the quiet enjoyment o Building Parcel, Building Component, or which will impair the st -50- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 289 or other improvement in the Center, or which will endanger lives Invitees. 10.6. Outdoor Activities. In accordance with and subject to the provisions of the Land Use Approvals for the Center, the Center Association shall have to oversee and control all outdoor activities within the Common no display, sale or offering for sale of merchandise, and no pro within the Common Easement Areas, including, but not limited to, flyers and similar materials, except for organized special promo activities consistent with the Rules, or approved in advance by Declarant [holds under this Declaration] [owns a Building Parcel]Declarant owns a Parcel in the Center, the Declarant. In the provisions of the Land Use Approvals for the Center outdoor restaurants in the Center as permitted under City regulations an 10.7. Town Center Square Plaza. The Town Center Square plaza area shall be used in accordance with the provisions of the Land Use Approvals in a mat Class Project. As long as Declarant [holds under this Declaration] [owns a Building Parcel], Declarant may establish rules and regu of activities within the Town Center Square Plaza. After such ti under this Declaration] [owns a Building Parcel], or after Decl relinquishes its rights hereunder in a recorded written document Association Board] may establish the rules and regulations rega within the Town Center Square Plaza. 10.8. Discharge of Waste or Hazardous Substances. No use shall be permitted on any Building Parcel or in any Building Component that discharges con wastes or other toxic, noxious or harmful matter into the atmosp control channel, ground water, or other body of water, which may health or safety of persons or (ii) the use or enjoyment of the (iii) vegetation within the Center. No discharge of waste or an kind shall be made into any public or private sewer serving the violation of any regulations of any public body having jurisdictNo highly flammable, explosive, corrosive, toxic or otherwise hazardous materials sha within the Center. Storage and use of any such hazardous materi compliance with all applicable laws. 10.9. Garbage and Refuse Disposal. All rubbish, trash, garbage and recycling shall be regularly removed from the Common Easement Areas, Building Parce Components, deposited in the rubbish, trash, garbage and recycli accordance with the Rules, and shall not be allowed to accumulat recycling and other waste shall only be kept in clean and sanita equipment for the storage or disposal of such trash, garbage, re materials shall be screened from view from Common Easement Areas Parcels to the extent reasonably feasible. No toxic or hazardou within the Center by dumping in the garbage containers or down t except in accordance with applicable law. The Center Association of collecting rubbish, trash, garbage and recycling from Buildin and to establish Cost Centers for such collection. -51- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 290 10.10. Radio and Television Antennas. Except to the extent required to comply with the requirements of applicable State and federal laws and r construct, install, use or operate external radio, or television or receiving antennas or other electronic antennas or dishes wit accordance with the Rules and in accordance with, and subject to Use Approvals for the Centerand, as long as Declarant holds under this Declaration, the written approval from Declarant. 10.11. Building Parcel Restrictions. Any Building Parcel may be subjected to a Building Declaration that provides additional covenants and rest Building Parcel. No provision in a Building Declaration shall b provisions of this Declaration. If there is any conflict in any and this Declaration, the provisions of this Declaration shall pholds Declaration, and any amendment, modification or termination ther writing by the Declarant before the Building Declaration or the termination is recorded or becomes effective. If at the time of Declaration, or at the time of an amendment, modification or ter form and content of the Building Declaration, and any amendment, thereof, shall be approved in writing by the Board before the Bu amendment, modification or termination is recorded or becomes ef 10.12. Undeveloped Building Parcel Restrictions and Standards. The Center Association shall establish standards, procedures and protocols the Undeveloped Building Parcels prior to development, including for maintenance, installation and upkeep landscaping and improve graffiti and similar issues and concerns. ARTICLE 11. DAMAGE OR DESTRUCTION 11.1 Common Easement Areas. If any Improvements within the Common Easement Areas, including Center Parking Facilities, are damaged or dest then, subject to the provisions of Section 11.2, the damaged or destroyed Common Easement Area Improvements shall be repaired or reconstructed by the Cent and to a condition that provides substantially the same benefits improvements, subject to such al 11.2 Payment for Restoration Work. (A)Sources of Funds. All costs for completing the Restoration Work shall be paid from: (i) proceeds of insurance required to be maintained b a Special Assessment in an amount which, when aggregated with the Insurance Proceeds is sufficient to pay for the Restoration event shall the amount of such Special Assessment exceed $10,000 cumulative basis every five -52- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 291 The Restoration Special Assessment is hereby deemed approved by levied against each Building Parcel in the same proportion as Ba (iii) any Special Assessment approved by the Owners pursuant to Section 11.2(B). (B)Additional Special Assessment. If costs of Restoration Work exceed the Insurance Proceeds and the maximum amount of the Restoration Spe shall call a meeting of all Owners of Building Parcels within th Amount is determined, but in no event later than one hundred twe occurrence of the event which caused the damage or destruction. shall present for approval by the Owners a request for a Special the Excess Amount. Such Special Assessment shall be deemed appr of Owners owning at least two-thirds (2/3) of all Building Areas Special Assessment for the Excess Amount is approved, such Speci against each Building Parcel in the same proportion as Base Asse Center Association shall undertake the Restoration Work pursuant Declaration. If a Special Assessment for the Excess Amount is n Center Association shall use the Insurance Proceeds and the Rest follows: (i) first, to make the Common Easement Areas safe and f to remove all debris and make damaged areas reasonably attractiv Common Easement Areas as useable as reasonably possible under th 11.3 Procedures for Restoration Work. The Board shall designate a construction consultant, a general contractor, or an architect to administer Insurance Proceeds and all proceeds from a Restoration Special A Assessment for the Excess Amount shall be deposited with a comme experienced in the disbursement of construction loan funds or ot selected by the Board. The Center Association shall complete th as is reasonably possible under the circumstances, in a good andn free. 11.4 Building Parcels. (A) If all or any part of any Building Parcel or Building Component improvements on any Building Parcel are damaged or destroyed by Owner(s) of such Building Parcel or Building Component or other reconstruct the damaged or destroyed Building Parcel or Building improvements in accordance with this Declaration and the Buildin Parcel, unless all of the Owners of all Building Components with to effect such repair or reconstruction. If such Owners elect n Owners shall remove all debris and damaged improvements, cause t Building Parcel to be leveled, remove all safety hazards and ren reasonably attractive and in accordance with and subject to the Approvals for the Center. (B) In the event of damage to Buildings on more than one Buil Owners of each of the Building Parcels or Building Portions so a repair and reconstruction of their respective Buildings by coord reconstruction work and providing access where necessary over an -53- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 292 Building Parcels. The Board of the Center Association shall coo work within the Common Easement Areas with the Owners and provid across the Common Easement Areas as reasonably necessary for the repair or reconstruction. 11.5 Completion of Work. Any repair or reconstruction of improvements within a Building Parcel shall be commenced and completed within a reason determined by the Board of the Center Association as appropriate of the repair or reconstruction to be accomplished. The Owners shall take all appropriate steps before repair or reconstruction erect necessary structures to preclude unauthorized access to ar repair and/or reconstruction and otherwise mitigate hazardous co 11.6 Reasonableness of Provisions. Declarant and each Owner hereby acknowledges that (A) the Center is a complex mixed use development requiring develop and construct; (B) this Declaration specifically address the Center Association and each Owner with regard to the repair improvements in the Common Easement Areas and the Building Parce the foregoing, the provisions of this Declaration with regard to the improvements in the Common Easement Areas and the Building P and appropriate. ARTICLE 12. CONDEMNATION 12.1 Common Easement Areas.If all or any part of the Common Easement Areas are taken by eminent domain, the proceeds of condemnation shall be p and shall be used to restore or replace the portion of the Commo condemnation, if and to the extent such restoration or replaceme remaining, after payment of any and all fees and expenses incurr relating to such condemnation, restoration or replacement, shall Association on behalf of the Owners, subject to the rights of Mo Center Association, as an Association expense, shall cause the r to be resurveyed to reflect such taking. The Center Association in any condemnation proceedings or in negotiations, settlements condemning authority for acquisition of part or all of the Commo 12.2 Building Parcels. If all or any part of a Building Parcel is taken by eminent domain, the award shall be disbursed to the Owner(s) of the Buil the Building Components within such Building Parcel and/or the M set forth in the Building Declaration for that Building Parcel. Easement Areas (including Center Parking Facilities) within a Bu to the Center Association and all Building Declarations shall pr more than one Building Portion in a Building Parcel is the subje of the Building Portions shall use the proceeds awarded to resto pursuant to the terms of the Building Declaration, to the extent operation is reasonable. In the event of a complete taking of a taking which results in a reduction in the square footage of the -54- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 293 Parcel, the allocation of Assessments shall be equitably adjuste Association for the Building Parcels, or portions thereof remain ARTICLE 13. GENERAL PROVISIONS 13.1. Enforcement. Only the Board and the Declarant, and not any individual Owne Invitee or Occupant, shall have the right to enforce, by any pro restrictions, conditions, covenants, reservations, liens, and ch by this Declaration. The Board or the Declarant who brings such fees as are ordered by the court or other adjudicating body. Failure by the Board or the Declarant to enf herein contained shall in no event be deemed a waiver of the rig Notwithstanding the foregoing, any Owner of a Retail Component o board of directors of a Building Association may petition the Bo enforcement by the Board of an asserted violation of any provisi receipt of such petition, the Board shall hold a hearing regardi after providing notice to all Members of no less than thirty (30 been conducted, the Board shall determine, in its discretion, ex judgment, whether and how to pursue the subject matter of the peti the Board as to how to proceed with the subject matter of the pe on all Owners. 13.2. Binding: Run With Land. The covenants and restrictions of this Declaration shall run with and bind the Project Site and all interests therein, in interest and any leasehold interests. All Owners, and tenants a Center, or any part thereof, are subject to and bound by the pro Owners shall require their tenants, and other Occupants and Invi provisions of this Declaration and shall incorporate this Declar leases of Building Parcels or Building Components. 13.3. Invalidity of Any Provision. Should any provision or portion hereof be declared invalid or in conflict with any law of the jurisdictions where t all other provisions and portions hereof shall remain unaffected 13.4. Term. The covenants and restrictions of this Declaration shall be b the Project Site, and each portion thereof, and each Owner of an subject to this Declaration, their respective legal representati for a term of fifty (50) years from the date this Amended and Re after which time they shall be automatically extended for succes unless an instrument in writing terminating this Declaration sig than seventy-five percent (75%) of the Voting Power in the Cente recorded within the year preceding the end of the initial term o beginning of this Declaration. -55- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 294 13.5. Amendments. (A) Authority to Amend. This Declaration may be amended only by the written consent and approval of no less than two-thirds (2/3) of the Voting Power of the Center Association; provided, however that for so long as the Declarant Rights under this Declaration, no such amendment shall be valid amendment is consented to and executed by the Declarant. Any am in a writing executed and acknowledged by the President or Vice Association and recorded in the Recorder's Office of the County Articles nor Bylaws shall be amended so as to be inconsistent wi should be any ambiguity in any provision of the Articles and Byl be construed, to the extent possible, so as to be consistent wit Declaration. (B) Limitation on Amendments as to Specific Provisions. Notwithstanding the foregoing, no provision of this Declaration that provides specif Facilities or other portions of the Center to a specific or part shall be amended or deleted or otherwise revised or changed with Majority of the Voting Power of such category or group of Owners be amended or revised in any manner that imposes further or addi limitations on the use of a Building Parcel, or Building Compone upon a particular category or group of Owners, without the appro the Voting Power of such category or group of Owners. (C)Certification of Approval. Any amendment of this Declaration shall contain a certification in writing executed and acknowledged by Association that the required written consents and approvals set Section 13.5 have been obtained. (D) Recordation. Any amendment of this Declaration shall be recorded in the Official Records. 13.6. Mortgagee Rights and Protections. (A) Subordination. No breach of any covenant and/or restriction, nor the enforcement of any lien provision contained in this Declaration, any Mortgage made in good faith and for value. All of the coven restrictions herein contained shall be binding upon and effectiv is derived through foreclosure, trustee sale, deed in lieu there (B) Right to Pay/Cure.Mortgagees may jointly or singly pay any Assessment which is in default and take any action reasonably necessary to this Declaration of the Owner who is subject to the Mortgage wit by the Owner itself. (C) Assignment of Voting Rights. Any Owner may assign all, but not less than all, of its voting rights under the Documents to a Mortgage g Parcel or Building Component, as security for the obligations such Mortgage. Prior to actual receipt by the Center Associatio -56- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 295 rcel or Building Component, the Center Association shall be entitled to the oral or written statement of any Owner that such Owner is en ilding Component. Upon receipt of notice from a Mortgagee, the Center Association right to exercise the voting rights appurtenant to such Building notwithstanding contrary instructions from the Owner of such Bui Component. (D) Restriction on Amendments to Documents or Change in Relation. Notwithstanding any provision to the contrary contained in this written consent of fifty-one percent (51%) of the Mortgagees (wh in good faith and within thirty (30) days after delivery to the from the Center Association), this Declaration, the Articles, or so as to: (1) change the fundamental purpose for which the Center was created, terminate or abandon the status of the Center, or, exce pursuant to this Declaration, permit or allow the Owners or the omission to abandon, subdivide, encumber, sell or transfer the C allow partition of the Common Easement Areas; (2) change the provisions applicable to insurance so as to reduce t required coverage, or change the interest of any Owner in the al insurance or condemnation proceeds; (3) change the provisions applicable to reconstruction in the event damage, or permit the use of insurance proceeds payable to or fo Association or the Owners by reason of loss or damage to any por for other than the repair, replacement or reconstruction thereof (4) change any provision which, by its terms, is specifically for t benefit of Mortgagees or specifically confers rights on Mortgage Section 13.6. (E) Miscellaneous Rights of Mortgagees. Each Mortgagee whose name and address has been furnished to the Center Association, whether by Mortgagee, shall have the right to: (1) receive written notice of all meetings of the Owners and of Board upon written request to the Center Association; (2) be present at any meetings of the Center Association or the and participate therein by calling to the attention of the Cente violations of this Declaration and by referring to other matters Mortgagee; (3) furnish information to the Board concerning the status of an Mortgage affecting any Building Parcel or Building Component; (4) receive copies of any or all of the financial statements con the Center sent to the Owners at the same time and in the same written request therefor to the Center Association; and (5) receive upon written request therefor to the Center Associat notice of negotiations regarding the value and extent of any los carried by the Center Association, or (ii) in any proceedings in affecting such Building Parcel or Building Component. -57- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 296 (F) Consent of a Mortgagee. Whenever the consent of a Mortgagee is required by this Declaration, any action taken without such cons Mortgagee or its successor. (G) Title by Foreclosure. Except to the extent otherwise expressly provided herein, all of the provisions contained in this Declaration shal against any Owner whose title to any Building Parcel, Building C (H) Copies of Documents. The Center Association shall make available to Owners and Mortgagees, and to holders, insurers or guarantors of such items in writing, current copies of the Declaration, Bylaws concerning the Center and the books, records and financial state Association and operationa and copying, upon request, during normal business hours or under circumstances. The Board may impose a fee for providing the for the reasonable cost to prepare and reproduce the requested docum (I) Notice of Action. Upon written request to the Center Association, identifying the name and address of the Mortgagee, and the numbe applicable Building Parcel or Building Component, such Mortgagee written notice of: (1) any condemnation loss or any casualty loss which affects a material portion of the Center or the Building Parcel or Buildin Mortgage held, insured, or guaranteed by such Mortgagee; (2) any default by the Owner of the Building Parcel or Building obligations under the Documents or delinquency in the payment of owed by such Owner. Such notice shall be delivered to the Mortg delivery of the default notice to the applicable Owner and there the opportunity to cure such default or delinquency until: (a) t of any cure period given to the defaulting Owner with respect to (b) thirty (30) days after the expiration of any cure period giv respect to non-monetary defaults; provided, however, with respec Mortgagee cannot under the terms of its loan document without ob promptly commenced and diligently pursues to extended by the amount of time reasonably necessary for such Mor possession up to an additional six (6) months; and (3) any lapse, cancellation or material modification of any insu policy or fidelity bond maintained by the Center Association. (J) The Center Association shall discharge its obligation to not by sending written notices required herein to such parties, at t request for notice, in the manner prescribed by Section 13.10. -58- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 297 13.7. Termination of Any Responsibility of Declarant. After such time as Declarant conveys all of its rights, title and interest in and to the Proj Building Components by recorded instrument(s) to any other Perso of the performance of any further duty or obligation hereunder, obligated to perform all such duties and obligations of Declaran Building Components arising after the date of such transfers. 13.8. Agreements and Determinations by the Center Association. All agreements and determinations lawfully made by the Center Association in accordance with the voting percentages established in this Declaration, or in the Articles be binding on all Owners, their successors and assigns. 13.9. . Each Owner, tenant or Occupant shall comply with the provisions of this Declaration, and (to the extent they are not the Articles and Bylaws, and the decisions and resolutions of th Board, as lawfully amended from time to time. Failure to comply decisions, requirements or resolutions shall be grounds for an a (ii) for damages, (iii) for injunctive relief, (iv) for costs an combination of the foregoing. 13.10. Notice. Any notice permitted or required by this Declaration, the Art or Bylaws may be delivered personally, or by prepaid over night is by mail, it shall be deemed to have been delivered seventy-tw same has been deposited in the United States mail, first class, prepaid, addressed to the person to be notified at the current a the Secretary of the Center Association or addressed to the Buil Component of such person if no address has been given to the Sec Association. Delivery by overnight delivery service shall be ef or one (1) business day after deposit with such delivery service 13.11. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Center to the general for any public use or purpose whatsoever, it being the intention Owners and the Center Association that this Declaration shall be purposes herein expressed for the development, maintenance and o that constitutes the Center on private property as a private dev of the Center Association and the Owners. Pursuant to the provi Section 13.11, and except as otherwise expressly stated in this Declaration, th the right to restrict public access as reasonably necessary to p prevent or prohibit the use of the Center, or any portion thereo purpose inimical to the operation of the Center as a first class contemplated by this Declaration. The Center Association, by ap shall have the right to regulate any use of the Center by any pe any purpose which is inimical to such operation as contemplated 13.12. Estoppel Certificates. The Center Association and each Owner, at any time and from time to time upon not less than ten Owner or the Center Association, shall execute, acknowledge and party and to any prospective purchaser, tenant or mortgagee of a -59- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 298 Center, a certificate of the Center Association or such Owner st unmodified and in full force and effect (or, if there have been Declaration is in full force and effect as modified and stating sting any defenses against the enforcement of any of the obligations of such party under this D same), (iii) defaults by the Owner or the Center Association in the performan Declaration (and, if so, specifying same), (iv) the dates, if an charges under this Declaration have been paid by such party and recently charged Assessments, and (v) any other information tha by any of such persons. It is intended that any such certificat section may be relied upon by the Center Association, the reques purchaser, tenant or mortgagee of any part of the Center. 13.13. Governing Law. This Declaration shall be governed by, construed under, and enforced in accordance with the laws of the State of Califor consent to the jurisdiction of the courts of the State of Califo America, and agree that venue properly lies in the Superior Cour United States District Court for the Northern District of Califo 13.14. Joint and Several Liability. When the Owner of a Building Parcel or Building Component is composed of more than one Person, each suc and severally liable for payment of Assessments, and performance without limitation, indemnification obligations) arising under a with respect to such Building Parcel or Building Component, or t 13.15. Cooperation. In fulfilling obligations and exercising rights under this Declaration, each Owner shall cooperate with each other and the the efficient operation of the Center and harmonious relationshi protect the value of each of their respective interests in the C information which an Owner reasonably deems to be confidential, of litigation, or which may be prohibited from disclosure by cou information with the other Owners relating to matters which are 13.16. Reasonable Consents. All consents and approvals of any of the Owners and of any holders of Mortgages shall not be unreasonably withhe of or failure of consent to any matter hereunder shall be in wri detail the reason or reasons therefore. 13.17. Attorneys' Fees. If there is any legal action or proceeding (other than arbitration proceedings which shall be governed by Section 13.27) to enforce any provision of this Declaration or to protect or establish any right or remedy, action or proceeding shall pay to the prevailing party all costs ng party in such action or proceeding. In addition, the unsuccessful party shall pay an enforcing or appealing any judgment rendered in any such legal a costs and expenses shall be recoverable separately from and in a -60- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 299 included in such judgment. This Section 13.17 is intended to be severable from the other provisions of this Declaration, and shall survive and not be mer 13.18. Covenants and Agreements Run With Land. All of the easements, covenants, rights, agreements, reservations, restrictions and co and concern the Project Site and the Center, and each portion th shall constitute covenants running with the land and equitable s Project Site and each Building Parcel, Building Component, or ot therein, and all interests in the Project Site, including the fe interests, and inure to the benefit of and shall be binding upon any interest in any portion of the Center, and their grantees, M assigns and personal representatives, during each of their respe the same full force and effect as though set forth in full in ev the Center, or any part thereof. 13.19. Construction. The provisions of this Declaration shall be interpreted and construed to the end that the Center and each Building Parcel or remain a first class mixed use development for the uses permitte 13.20. Possessive Usage. This Declaration sometimes refers to a Building Parcel, an enti construed to create any interest of an entity in a parcel or rel Building Parcel or Building Component other than the interest or contemplated or provided in this Declaration. 13.21. Conforming Exhibits. The exhibits attached to this Declaration are incorporated herein by this reference. The legal descriptions o Parcels, Building Portions or other portions or increments theres Declaration, or on exhibits to this Declaration may become obsol annexations, lot line adjustments, takings, or similar such occu the terms Center, Property, Building Parcels or Building Portion Center, Property, Building Parcels, Building Portions or other p set forth in this Declaration as any one or more of them are rec the exhibits to the changed legal descriptions of the affected P Portions or other portions or increments thereof. 13.22. Captions and References. The captions in this Declaration are for convenience and reference only, and, except for Article 1, Definitions, in no way define, limit, or otherwise affect the scope, meaning or effect of any provisio references are made to specifics articles, sections, subsections 13.23. No Joint Venture or Partnership. Nothing contained in this Declaration shall be construed to create the relationship between any party including, but not limited to, the Declarant, or the mortgagees venturers, or as principals and agents, or any other such relati among each other, or so as to render any such parties as being l obligations of the others. -61- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 300 13.24. Name thout the Declarant, as long as the Declarantd Rights under this Declaration. Any Owner may use the name of the Center to reflec with the marketing of their respective Building Parcel or Buildi however, no party or Owner other than Declarant shall use the na business name or operation or for any other use or other develop 13.25. Number; Gender. The singular and plural number and the masculine, feminine and neuter gender shall each include the other where th 13.26. Limitation of Restrictions on Declarant. Declarant is undertaking the work of construction of the Center, Easement Areas, Center Roadways, Center Parking Facilities, Buil Facilities, Retail Components, Retail Facilities, Retail Spaces, improvements upon and within the Center. The completion of that rental, and other disposal of the Office Parcels, Office Facilit Facilities, or Retail Spaces, is essential to the establishment mixed use development project. In order that said work may be co established as a fully utilized and occupied mixed use developme possible, Declarant shall have the following rights within the C Easement Areas, Center Roadways, Center Parking Facilities, Buil Facilities, Retail Components, Retail Facilities, Retail Spaces, improvements upon and within the Center nothing in this Declarat construed to interfere or prevent Declarant from exercising such: (A) Declarant and its contractors or subcontractors shall have the r undertake and complete its construction work within the Common E Center and any Parcels or Components owned by Declarant, or any reasonably necessary or advisable in connection with the complet (B) A Building Parcel Developer or its contractors or subcontractors the rights to undertake and complete its construction work withis of the Center and any Parcels or Components owned by said Buildi portion thereof, as reasonably necessary or advisable in connect work; (C)Declarant and any Building Parcel Developer, or their authorized representatives, shall have the rights to erect, construct and m portion thereof that is within the Common Easement Area or owned Building Parcel Developer such structures as may be reasonable a of its business of completing said work and establishing the Cen development project and disposing of the same in parcels by sale may include the erection of crane towers and the need for cranes Parcel or Building Component; -62- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 301 (D) Declarant, and any Building Parcel Developer or their representa shall have the rights to conduct within the Center, or any porti completing said work and of establishing the operation of the Ce use development project; (E) Declarant, and any Building Parcel Developer or their representa shall have the rights to maintain or display such signs, pennant Center, or any portion thereof as may be necessary for the sale, Parcels, the Building Components, the Office Parcels, Office Fac Facilities, Retail Spaces, or any interests therein or any other (F)Declarant or its representatives shall have the rights to subdiv resubdivide any Building Parcel or Building Component, effectuat any Building Parcel or Building Portion or create additional Bui for the development of the Center. (G) holds title to a majority of the Retail Components, Retail Facil Center based on the relative square footage of such Retail Compone Retail Spaces owned by Declarant as compared to the total of squ Retail Components, Retail Facilities and Retail Spaces in the Ce (H)Sub Reserved Rights herein provided to a Building Parcel Developer s ar Building Parcel as long as such Building Parcel Developer holds 13.27. MEDIATION AND ARBITRATION OF DISPUTES. IN ANY CASE WHERE THIS DECLARATION PROVIDES FOR DISPUTES TO BE DECIDED BY ARBITRAT ANY OWNER OR THE CENTER ASSOCIATION ELECTS TO ARBITRATE ANY DISP HEREUNDER, EXCEPT AS SET FORTH HEREIN, THE PROCEDURE SHALL BE AS (A) THE AGGRIEVED PARTY OR PARTIES SHALL NOTIFY THE OTHER PARTY OR PARTIES OF THE GRIEVANCE IN WRITING. WHEN A PARTY RECEIVES S SUCH PARTY SHALL PROMPTLY INVESTIGATE, INSPECT, MEET, DISCUSS, O OTHER ACTION AS IS REASONABLY APPROPRIATE UNDER THE CIRCUMSTANCE APPROPRIATE ACTION SHALL INCLUDE, WITHOUT LIMITATION, PROMPT COM WITH THE AGGRIEVED PARTY OR PARTIES, AND A PROPOSED COURSE OF AC RESOLVE THE PROBLEM OR DISPUTE. (B) IF THE PARTIES ARE UNABLE TO RESOLVE THE PROBLEM OR DISPUTE WITHIN A REASONABLE PERIOD (NOT TO EXCEED TEN (10) BUSINESS DAYS FIRST NOTICE OF CLAIM, CONTROVERSY OR DISPUTE), THE MATTER SHALL TO MEDIATION WITH JUDICIAL ARBITRATION AND MEDIATION SERVICES, I PURSUANT TO THE RULES AND REQUIREMENTS OF JAMS FOR MEDIATION OF DISPUTES. IF JAMS IS UNABLE OR UNWILLING TO SERVE AS MEDIATOR, T MEDIATION SHALL BE UNDERTAKEN BY THE AMERICAN ARBITRATION ASSOCI -63- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 302 (C)IF THE PARTIES ARE UNABLE TO RESOLVE THE PROBLEM OR DISPUTE BY MEDIATION WITHIN THIRTY (30) DAYS AFTER THE MATTER HAS BEEN A MEDIATION BY JAMS, THE MATTER SHALL BE SUBMITTED TO BINDING ARBI EITHER PARTY DELIVERING TO THE OTHER PARTY AND JAMS A WRITTEN DE ARBITRATION, PROVIDED THAT IF THE CLAIM, CONTROVERSY OR DISPUTE IN NOT IN EXCESS OF THE JURISDICTIONAL LIMIT OF THE SMALL CLAIMS CO AGGRIEVED PARTY SHALL HAVE THE OPTION OF TAKING THE MATTER TO SM COURT IN LIEU OF BINDING ARBITRATION. (D) ANY CLAIM, CONTROVERSY OR DISPUTE SUBMITTED TO ARBITRATION SHALL BE SETTLED BY ARBITRATION IN THE CITY OF SAN JOSE, CALIFORNIA. (E) EXCEPT AS OTHERWISE PROVIDED HEREIN WITH RESPECT TO THE SELECTION AND NUMBER OF ARBITRATORS, THE ARBITRATION SHALL BE CO ACCORDANCE WITH THE RULES OF COMMERCIAL ARBITRATION OF THE JAMS SUCCESSOR, PROVIDED THAT THE PARTIES SHALL HAVE THE RIGHTS OF DI PROVIDED UNDER THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCED SECTION 1282, ET SEQ., OR ANY SUCCESSOR OR AMENDED STATUTE OR LAW CONTAINING SIMILAR PROVISIONS. IF JAMS IS UNABLE OR UNWILLING TO SERVE AS T PROVIDER, THEN SUCH ARBITRATION SHALL BE UNDERTAKEN BY THE AMERI ARBITRATION ASSOCIATION ("AAA") UNDER THE AAA RULES OF COMMERCIA (F)THE PARTIES SHALL AGREE TO THE SELECTION OF ONE ARBITRATOR TO HEAR THE MATTER IN ACCORDANCE WITH THE RULES OF JAMS WITHIN T BUSINESS DAYS AFTER DELIVERY OF THE NOTICE OF INTENTION TO ARBIT OTHER OWNER AND JAMS THAT THE MATTER IS SUBMITTED BY ANY PARTY T ARBITRATION. IF THE PARTIES ARE UNABLE TO AGREE TO THE APPOINTM ARBITRATOR, THE APPOINTMENT SHALL BE MADE IN ACCORDANCE WITH THE RULES OF JAMS. (G) PROMPTLY AFTER APPOINTMENT, THE ARBITRATOR SHALL CONVENE A HEARING AND ATTEMPT TO RESOLVE THE CLAIM, CONTROVERSY OR DISPUTE TO ARBITRATION HEREUNDER IN ACCORDANCE TO THE ARBITRATION PROCED JAMS. THE ARBITRATOR SHALL HAVE NO POWER TO MODIFY ANY OF THE P THIS DECLARATION OR THE OTHER DOCUMENTS, AND THEIR JURISDICTION ACCORDINGLY. (H)THE ARBITRATOR SHALL HEAR THE DISPUTE WITHIN THIRTY (30) DAYS AFTER SUBMITTAL OF THE MATTER TO ARBITRATION, UNLESS ALL PA A LONGER TIME PERIOD, AND SHALL ISSUE ITS OPINION WITHIN THIRTY THE HEARING. (I)THE EXPENSES OF ARBITRATION SHALL BE BORNE EQUALLY BY THE PARTIES, PROVIDED THAT EACH PARTY SHALL BE RESPONSIBLE FOR THE F EXPENSES OF ITS OWN EXPERTS, EVIDENCE AND ATTORNEYS; PROVIDED, H THE ARBITRATOR MAY, IN ITS DISCRETION, REQUIRE THE NON-PREVAILIN AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAV JURISDICTION THEREOF. (J) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO the ARBITRATION REQUIREMENTS OF THIS SECTION 13.27: -64- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 303 (1)CONDEMNATION OR EMINENT DOMAIN ISSUES; (2)BODILY INJURY OR WRONGFUL DEATH ISSUES; (3)LATENT OR PATENT DEFECTS IN ANY PROPERTY IMPROVEMENTS; AND (4)RECORDATION OF NOTICE OF PENDING ACTION, OR ORDER OF ATTACHMENTS, RECEIVERSHIP, INJUNCTION OR OTHER PROVISIONAL RE MAY PROVIDE INTERIM PROTECTION DURING THE PENDENCY OF AN ARBITRA PROCEEDING; IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has executed this Declaration effective as of ______________, 201__. 500 FORBES, LLC, a California limited liability company By: ________________________________ ____________________, as Managing Member -65- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 304 CONSENT AND SUBORDINATION AGREEMENT The undersigned beneficiary under that certain Deed of Trust rec 201__, as Instrument No. 201__ -_________ of the Official Records of Santa Clara County, California, consents to all of the provisions contained in the a and Restrictions for _______________________ and agrees that the lien of the deed of trust shall be junior and subordinate and subject to said Declaration. Dated___________________________, 201__. LIENHOLDER: ________________________________ ________________________________ By: ___________________________ ___________________________ ___________________________ ___________________________ State of California ) ) County of ____________________) On _________________________201__ before me, ___________________ personally appeared_______________________________ who proved to satisfactory evidence to be the person(s) whose name(s) is/are s instrument and acknowledged to me that he/she/they executed the authorized capacity(ies), and that by his/her/their signature(s) on or the entity upon behalf of which the person(s) acted, executed I certify under PENALTY OF PERJURY under the laws of the State o foregoing is true and correct. Witness my hand and official seal. ___________________________ [Seal] (Signature) -66- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 305 State of California ) ) County of ____________________) On _________________________201_ before me, ____________________ personally appeared_______________________________ who proved to satisfactory evidence to be the person(s) whose name(s) is/are s instrument and acknowledged to me that he/she/they executed the authorized capacity(ies), and that by his/her/their signature(s) or the entity upon behalf of which the person(s) acted, executed I certify under PENALTY OF PERJURY under the laws of the State o foregoing is true and correct. Witness my hand and official seal. ___________________________ [Seal] (Signature) State of California ) ) County of ____________________) On _________________________201_ before me, ____________________ personally appeared_______________________________ who proved to satisfactory evidence to be the person(s) whose name(s) is/are s instrument and acknowledged to me that he/she/they executed the authorized capacity(ies), and that by his/her/their signature(s) or the entity upon behalf of which the person(s) acted, executed I certify under PENALTY OF PERJURY under the laws of the State o foregoing is true and correct. Witness my hand and official seal. ___________________________ [Seal] (Signature) -67- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 306 Exhibit A The real property located in the City of Cupertino, County of Sa described as follows: -68- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 307 Exhibit Center Approvals. The Project Site is subject to the approvals and land use regula (1) _____________________, 20__ [as may be amended from time to time by the City]. (2)The Downtown Specific Plan Zoning District adopted by the City b enactment of Zoning Code Chapter ___. (3)_______________________________________________ (4)Describe any other Center approvals. [REVISE PER ACTUAL CITY APPROVAL REFERENCES] -69- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 308 Exhibit Project Site [See Section 2.3] -70- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 309 EXHIBIT F PARCEL AREA Building Pro- BuildingBlockParcel/LotAssociation UseArearation(%)Status . -71- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 310 -72- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 311 . Center Parking Facilities Costs Centers /h{ /9b9w{ -73- [PRELIMINARY DRAFT][02.29.12] G:\Planning\AkiH\Main Street, New Plans\Center Declaration-Main Street Cupertino - Draft 3 [02.29.12][f].doc 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 Addendum To the Final Environmental Impact Report For the Main Street Cupertino Project (SCH# 2008082058) Main Street Cupertino Modifications File No. M-2011-09, ASA-2011-24, TM-2011-04, EA-2011-18 Prepared by the City of Cupertino March 22, 2012 (updated May 4, 2012) 334 The following updates were made on May 4, 2012 to the March 22, 2012 Addendum to the Final Environmental Impact Report for the Main Street Cupertino Project (SCH# 2008082058): Section 2.7 Changes to the Project Description In Footnote 2, a reference to Appendices E and F was added. Section 2.8 2012 Scheme Variants In Table 2, the development under Variant 3a(2) was revised downward and Option A(1) was added as a variant resulting in similar or less environmental impacts than 2012 Scheme 1. Option A(1) was prepared in response to input from the Planning Commission on March 27, 2012. Appendices Appendix E, a memorandum analyzing Option A(1) and increased percentage of restaurant uses on-site, was added. Appendix F, which includes trip generation, level of service, and parking tables for project schemes with a greater proportion of restaurant use on-site, was added. 335 PREFACE PURPOSE OF AN ADDENDUM The California Environmental Quality Act (CEQA) recognizes that between the date an environmental document is completed and the date the project is fully implemented, one or more of the following changes may occur: 1) the project may change; 2) the environmental setting in which the project is located may change; 3) laws, regulations, or policies may change in ways that impact the environment; and/or 4) previously unknown information can arise. Before proceeding with a project, CEQA requires the Lead Agency to evaluate these changes to determine whether or not they affect the conclusions in the environmental document. In 2009, the City of Cupertino certified the Final Environmental Impact Report (EIR) for the Main Street Cupertino project (SCH# 2008082058) that evaluated the environmental effects of development of a mixed use project on an 18.7-acre site at the northwest quadrant of Stevens Creek Boulevard and Tantau Avenue in the City of Cupertino. Two mixed use development schemes were analyzed. The purpose of this Addendum is to analyze the impacts of proposed modifications to the Main Street Cupertino project, which are changes to the mix and intensity of the various land uses on-site. The CEQA Guidelines §15162 state that when an EIR has been certified or negative declaration adopted for a project, no subsequent EIR shall be prepared for that project unless the lead agency determines, on the basis of substantial evidence in light of the whole record, one or more of the following: 1. Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; 2. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or City of Cupertino i Addendum 336 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Preface 3. New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete or the negative declaration was adopted, shows any of the following: a. The project will have one or more significant effects not discussed in the previous EIR or negative declaration; b. Significant effects previously examined will be substantially more severe than shown in the previous EIR; c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but he project proponents decline to adopt the mitigation measure or alternative. CEQA Guidelines §15164 state that the lead agency or a responsible agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in §15162 (see above) calling for preparation of a subsequent EIR have occurred. Based on the proposed project modifications, knowledge of the project site (based on the environmental review prepared for the 2009 Main Street Cupertino Final EIR), and the attached analysis, the City has concluded that the proposed project modifications would not result in any new environmental impacts not previously disclosed in the 2009 Main Street Cupertino Final EIR and would not result in a substantial increase in the magnitude of any significant environmental impacts previously identified in the EIR. For these reasons, an addendum to the Main Street Cupertino EIR has been prepared for the proposed project modifications. This Addendum is not required to be circulated for public review; however, it is available to the public for review at the City of Cupertino at 10300 Torre Avenue, Cupertino, California during normal business hours and will be attached to the Main Street Cupertino Final EIR, pursuant to CEQA Guidelines §15164(c). City of Cupertino ii Addendum 337 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) TABLE OF CONTENTS Page SECTION 1.0INTRODUCTION AND PURPOSE ........................................................................ 1 SECTION 2.0PROJECT INFORMATION ..................................................................................... 2 2.1 PROJECT TITLE ........................................................................................... 2 2.2 PROJECT LOCATION ................................................................................. 2 2.3 LEAD AGENCY CONTACT ....................................................................... 2 2.7 CHANGES TO THE PROJECT DESCRIPTION ......................................... 6 2.8 2012 SCHEME VARIANTS ....................................................................... 12 SECTION 3.0ENVIRONMENTAL SETTING, CHECKLIST, AND DISCUSSION OF IMPACTS ............................................................................................................... 13 3.1 AESTHETICS .............................................................................................. 14 3.2 AGRICULTURE AND FORESTRY RESOURCES .................................. 18 3.3 AIR QUALITY ............................................................................................ 20 3.4 BIOLOGICAL RESOURCES ..................................................................... 30 3.5 CULTURAL RESOURCES ........................................................................ 34 3.6 GEOLOGY AND SOILS............................................................................. 36 3.7 GREENHOUSE GAS EMISSIONS ............................................................ 39 3.8 HAZARDS AND HAZARDOUS MATERIALS ........................................ 41 3.9 HYDROLOGY AND WATER QUALITY ................................................. 43 3.10 LAND USE .................................................................................................. 48 3.11 MINERAL RESOURCES ........................................................................... 54 3.12 NOISE AND VIBRATION ......................................................................... 55 3.13 POPULATION AND HOUSING ................................................................ 60 3.14 PUBLIC SERVICES ................................................................................... 62 3.15 RECREATION ............................................................................................ 65 3.16 TRANSPORTATION .................................................................................. 67 3.17 UTILITIES AND SERVICE SYSTEMS .................................................... 83 3.18 MANDATORY FINDINGS OF SIGNIFICANCE ..................................... 87 SECTION 4.0REFERENCES ....................................................................................................... 91 SECTION 5.0LEAD AGENCY AND CONSULTANTS ............................................................. 92 Figures Figure 1: Regional Map ........................................................................................................................ 3 Figure 2: Vicinity Map .......................................................................................................................... 4 Figure 3: Aerial Photograph .................................................................................................................. 5 Figure 4:2012 Scheme 1 Conceptual Site Plan .................................................................................... 7 Figure 5:2012 Scheme 2 Conceptual Site Plan .................................................................................... 8 City of Cupertino iii Addendum 338 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) TABLE OF CONTENTS Page Tables Table 1: Comparison of 2008 Development Schemes and 2012 Modifications .................................... 6 Table 2: 2012 Scheme Variants .......................................................................................................... 12 Table 3: Changes in Air Quality Analysis Methodology or Thresholds Since the 2009 Final EIR ... 22 Table 4: Bay Area 2010 Clean Air Plan Applicable Control Measures ............................................. 23 Table 5: Comparison of Average Operational Emissions Using 2011 BAAQMD Methodology ...... 25 Table 6: Summary of Soil Cut, Fill, and Off-Haul ............................................................................. 26 Table 7: Summary of Construction-Related Emissions ...................................................................... 26 Table 8: Summary of Health Risk At Nearby Residence from Project Construction ......................... 28 Table 9: Summary of Health Risks from TAC Sources within 1,000 Feet of Proposed Residences . 29 Table 10: Summary of Project Operational Greenhouse Gas Emissions Using Current BAAQMD Methodology ........................................................................................................... 40 Table 11: Summary of Impervious and Pervious Surfaces On-Site .................................................... 45 Table 12: Summary of Project Trip Generation .................................................................................. 70 Table 13: Comparison of Intersection Levels of Service Under Background and Project Conditions ................................................................................................................................ 72 Table 14: Summary of Significantly Impacted Intersections Under Project Conditions .................... 74 Table 15: Freeway Segment Levels of Service Under Existing Conditions (2008) and Project Conditions ............................................................................................................... 76 Table 16: Summary of Significantly Impacted Freeway Segments Operating at LOS F Under Project Conditions ............................................................................................................... 77 Table 17: Summary of Parking Supply Estimates .............................................................................. 80 Appendices Appendix A: Air Quality and Greenhouse Gas Emissions Modeling Results Appendix B: School Impact Study Appendix C: Traffic Studies Appendix D: Water Supply Assessment Amendment Appendix E: Memorandum Regarding Retail and Parking Options Appendix F: Additional Restaurant Sensitivity Analysis City of Cupertino iv Addendum 339 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) SECTION 1.0 INTRODUCTION AND PURPOSE This Addendum of environmental impacts is being prepared to conform to the requirements of the California Environmental Quality Act (CEQA), the CEQA Guidelines (California Code of Regulations §15000 et. seq.), and the regulations and policies of the City of Cupertino. This Addendum to the City of Cupertino Final Environmental Impact Report for the Main Street Cupertino project (State Clearinghouse # 2008082058) prepared in 2008 and certified by the City Council in January 2009 (hereinafter referenced as the 2009 Final EIR) evaluates the potential environmental impacts which might reasonably be anticipated to result from the proposed modifications to the Main Street Cupertino project which include adjustments to the intensity of land uses on-site. The City of Cupertino is the Lead Agency under CEQA and has prepared this Addendum to address the impacts of implementing the revised project. The land uses proposed (retail, office, residential, hotel, and park) are the same as the mix of land uses analyzed in the certified 2009 Final EIR. This Addendum evaluates the project specific environmental impacts of the revised project compared to the impacts addressed in the 2009 Final EIR. The CEQA Guidelines (§15164 and 15162) describe a process for evaluating the potential significance of new information. The process can reach one of three conclusions: 1. The new information does not result in the identification of a new significant environmental impact not already addressed in the EIR, and it does not identify a substantial increase in the magnitude of a previously-identified significant environmental impact. Therefore, no additional environmental review is required. 2. The new information does result in identification of a new significant environmental impact not previously disclosed in the EIR and/or it identifies a substantial increase in the magnitude of a previously-identified significant environmental impact. Therefore, preparation of a Supplemental EIR is required. 3. In order to make a determination of whether the existing EIR is adequate or whether preparation of a Supplemental EIR is warranted, further technical studies are required. Preparation of an addendum to a previously certified EIR is appropriate if some changes or additions are necessary but none on the conditions described above calling for preparation of a subsequent EIR have occurred. Because the previously certified Final EIR addressed the impacts of developing the entire Main Street Cupertino property, the scope of this Addendum focuses on determining the extent to which the impacts of the currently proposed modifications are the same or different than those addressed in the previous EIR. City of Cupertino 1 Addendum 340 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) SECTION 2.0 PROJECT INFORMATION 2.1 PROJECT TITLE Cupertino Project Main Street 2.2PROJECT LOCATION The 18.7-acre project site is located at the northwest quadrant of Stevens Creek Boulevard and Tantau Avenue in the City of Cupertino. The project site is bounded by Stevens Creek Boulevard to the south, Tantau Avenue to the east, Vallco Parkway to the north, and a parking lot and residences to the west. Finch Avenue extends through the project site. Regional and vicinity maps of the project site are shown in Figures 1 and 2. An aerial photograph showing surrounding land uses is shown on Figure 3. 2.3 LEAD AGENCY CONTACT Aki Honda Snelling, AICP Senior Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 (408) 777-3313 2.4 PROPERTY OWNER/PROJECT PROPONENT Sand Hill Property Company Kevin Dare, Project Manager 489 South El Camino Real San Mateo, CA 94402 (650) 344-1500 2.5 ASSESSOR’S PARCEL NUMBERS 316-20-078, 316-20-079, and 316-20-085 2.6 GENERAL PLAN DESIGNATION AND ZONING DISTRICT General Plan Designation: Heart of the City Specific Plan Area Zoning District:Planned Development (General Commercial, Professional Office, Light Industrial, and Residential), P(CG, OP, ML, Res) Heart of the City Specific Plan Area City of Cupertino 2 Addendum 341 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) TOMAS CALVERTDR. STERNAVE. BRETAVE. JUDYAVE. Section 2.0 – Project Information 2.7 CHANGES TO THE PROJECT DESCRIPTION The project applicant is proposing modifications to the mixed use project analyzed in the certified 2009 Final EIR. These modifications are outlined in Table 1 below and compared to the project 1 components analyzed in the 2009 Final EIR. The proposed modifications do not change the land uses proposed on-site; however, the intensity of each land use is different when compared to the schemes analyzed in 2008. The following two development schemes were evaluated in the 2009 Final EIR to cover the mix of uses anticipated at the time: 2008 Scheme 1 allowed up to 295,000 square feet of retail uses (including 150,000 square feet of general commercial uses and a 145,000 square foot athletic club), 100,000 square feet of office uses, a hotel with 150 rooms, and 160 senior housing units. 2008 Scheme 2 allowed up to 146,500 square feet of retail uses, 205,000 square feet of office uses, a hotel with 250 rooms, and 160 senior housing units. Like in the 2009 Final EIR, two 2012 Schemes are evaluated with variations in the square footage or residential units proposed on the site. In both of the 2012 Schemes, the amount of office use proposed would be greater than evaluated under either scheme in 2008. In the residential land use category, market rate apartments are a possible residential use under consideration in the 2012 schemes. Conceptual site plans of 2012 Scheme 1 and 2012 Scheme 2 are shown in Figures 4 and 5, respectively. Table 1: Comparison of 2008 Development Schemes and 2012 Modifications General Commercial Open Space OfficeResidentialHotelwith Public Athletic Club Scheme Retail Easement (sf)(units)(rooms) or Additional (sf) (ac) Retail (sf) 2008 Scheme 1 150,000 145,000 100,000 160 Senior 150 1.63 143 Senior OR 292,000 180 2012 Scheme 1 78,700 60,000 120 Market Rate 1.55 Apartments 2008 Scheme 2 146,500 --- 205,000 160 Senior 250 1.63 143 Senior AND 292,000 105 Market-Rate 2012 Scheme 2 92,200 --- 180 1.55 Apartments Bold Note: indicates that the comparable 2012 Scheme would have increased square footage or units in a land use category. Development intensity in the other land use categories would be less or the same. 1 Section 3.0 The 2012 schemes outlined in Table 1 and evaluated in represent the maximum amount of trip generation and construction impacts envisions under the revised mixed-use project. Variations of the proposed modifications that have equal or less development in all land use categories would not result in greater Section environmental effects than those analyzed in this Addendum. In addition, the scheme variants identified in 2.8 of this Addendum would result in essentially similar environmental effects as 2012 Scheme 1 or 2012 Scheme 2. City of Cupertino 6 Addendum 345 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 2.0 – Project Information The 2012 schemes are the same in the area of the site east of Finch Avenue. The difference between the 2012 schemes is the mix of proposed development along the western boundary of the site, west of Finch Avenue. In 2012 Scheme 1, an athletic club (or retail space) would occupy the northwest corner of Vallco Parkway and Finch Avenue. In 2012 Scheme 2, the northwest corner of the project site would be occupied with a residential building with market-rate apartments and a retail building. A residential building with senior units, retail building(s), and open space would be located along the remainder of the site’s western boundary, though the layout of these uses would be different between the two schemes. The approximate building footprints in this area are also shown on Figures 4 and 5. 2.7.1 Proposed Land Uses The basic land uses proposed on the site are the same as those analyzed in the certified 2009 Final EIR. Market-rate apartments are a residential component in 2012 Scheme 2 that was not previously addressed in the 2009 Final EIR. A description of each proposed use is provided below. Retail Uses – Under both 2012 schemes, retail uses would be located throughout the site in stand-alone, one-story (up to 35 feet) buildings ranging from 1,500 to 40,000 square feet. The retail uses are generally proposed to front Vallco Parkway and Stevens Creek Boulevard, and 2 surround the town square (refer to Figures 4 and 5). Athletic Club (2012 Scheme 1 only) – An athletic club, if developed under 2012 Scheme 1, would be located at the northwest corner of the project site. The athletic club would be two stories (up to 45 feet) in height with one level of below ground parking underneath the building, and include two outdoor pools. Office Uses – Up to 292,000 square feet of office uses are proposed in each 2012 scheme. As shown on Figures 4 and 5, the office uses could be grouped into two, four-story buildings at the southeastern corner of the project site. Each office building could be 144,875 square feet in size. Residential Uses – The proposed 2012 Scheme 1 includes up to 143 senior housing units (and no market-rate apartment units). As shown on Figure 4, the senior housing units could be located in one, four-story (up to 60 feet) building with one level of below ground parking underneath the building. 2012 Scheme 2 includes up to 143 senior housing units and up to 105 market-rate apartment units on the western side of the site. As shown on Figure 5, the senior housing units could be located in one, four-story (up to 60 feet) building with one level of below ground parking underneath the building. The market-rate apartment units could be grouped into one, four-story (up to 60 feet) building with one level of below ground parking underneath the building. 2 The analysis in the 2009 Final EIR and this Addendum assume up to 10 percent restaurant use in the retail/commercial square footage. In the event more than 10 percent of restaurant uses is proposed in the future, supplementary environmental review would be required to evaluate environmental effects (including transportation level of service, air quality emissions, and greenhouse gas impacts). The analyses provided in Appendices E and F include possible project scenarios with increased percentage of restaurant use that would not result in new or more substantial transportation level of service, air quality emissions, or greenhouse gas impacts. City of Cupertino 9 Addendum 348 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 2.0 – Project Information Hotel Use – Both 2012 schemes include a hotel with up to 180 rooms. The hotel would be located at the southeast corner of Vallco Parkway and Finch Avenue. The hotel could be five stories (up to 60 feet) in height and include an outdoor pool area (refer to Figures 4 and 5). Open Space with a Public Easement – Both 2012 schemes include a 0.75-acre park and 0.8- acre town square. The town square is proposed on Finch Avenue. The 0.75-acre park would be located in the southwest corner of the project site fronting Stevens Creek Boulevard in 2012 Scheme 1 and set in from Stevens Creek Boulevard in the 2012 Scheme 2 (refer to Figures 4 and 5). The proposed park and town square would have public easements. The proposed open space is intended to be local serving and utilized by the proposed project and surrounding neighborhood. The specific design and uses within the open space are unknown at this time and will be reviewed and determined by the City prior to final occupancy release of the project. For this reason, the open space design and uses are not analyzed in this Addendum. It is anticipated that passive quasi-public uses would be proposed in the park and town square and would not require additional environmental review. In the event more intense or active uses are proposed, appropriate environmental review would be completed as applicable. 2.7.2 Plazas and Landscaping Both 2012 schemes include landscaped plazas on the south side of the hotel and on the north side of the retail uses proposed on Stevens Creek Boulevard. The proposed landscaping for both schemes includes trees and vines. The revised project (under either scheme) proposes to plant two field grown 3 oak trees on the project site at Stevens Creek Boulevard and Finch Avenue. 2.7.3Green Building Features The revised project (under either scheme) includes design features outlined in the United States Green Building Council’s Leadership in Energy and Environmental Design (LEED) rating system to be LEED certified. The landscape design and green building features proposed are the same as what was proposed in 2008. 2.7.4 Roadway Improvements The revised project includes similar roadway improvements as the 2008 project analyzed in the certified 2009 Final EIR. These roadway improvements include: Public Street Improvements Narrowing the south side (eastbound direction) of Vallco Parkway along the project site frontage from three lanes to one lane and adding angled parking on the south side of Vallco Parkway along the project site frontage. Removing the existing landscape median in the north segment of Finch Avenue and adding angled parking spaces. 3 A field grown tree refers to a tree that is fully mature. City of Cupertino 10 Addendum 349 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 2.0 – Project Information Public Street Abandonment and Private Street Improvements Abandoning the middle segment of Finch Avenue as a public street and maintaining it as a part of the development. This segment would be replaced with a 0.8-acre town square bordered by driveways and parking (see Figures 4 and 5). Both 2012 schemes include five driveways (versus six driveways proposed for the 2008 project) on Vallco Parkway and three driveways on Stevens Creek Boulevard. The number and location of driveways on Vallco Parkway east of Finch Avenue and on Stevens Creek Boulevard would shift slightly from conceptual site plans for Scheme 1 and Scheme 2 in the 2009 Final EIR. 2.7.5 Site Access Pedestrian access to the project site would be provided on sidewalks and paths around the perimeter of the site and throughout the project site, similar to the access addressed in the 2009 Final EIR. Vehicular access to the project site would be similar to that evaluated in the 2009 Final EIR. Access would be provided from five driveways on Vallco Parkway and three driveways on Stevens Creek Boulevard. The driveways lead to surface parking lots and parking garages (refer to Figure 4 and 5). 2.7.6 Parking In both 2012 schemes, parking for the retail, office, and hotel uses would be provided in surface parking lots and two parking garages. Parking garage 1 (see Figures 4 and 5) would have four levels of above ground parking (up to 40 feet tall) and one level of below ground parking. Parking garage 2 (see Figures 4 and 5) would have three levels of above ground parking (up to 30 feet tall) and one level of below ground parking. Parking for the proposed athletic club (2012 Scheme 1 only) and residences would be provided beneath their respective buildings in one level below ground parking garages. A breakdown of the parking supply for each scheme is provided on Figures 4 and 5. 2.7.7 Utility Improvements The revised project includes the same utility improvements as identified in the certified 2009 Final EIR. The revised project proposes to connect to existing utility (e.g., water, storm drain, and sewer) lines and install two new 24-inch storm drain lines to the existing Calabazas Creek culvert. In addition, the revised project proposes to complete a sanitary sewer flow test prior to final recordation of the subdivision map. If it is determined that the project would exceed the capacity of the existing sewer lines at or downstream of the site, the project proposes to up-size the sewer lines and connections to provide capacity to serve the project in coordination with the City of Cupertino Department of Public Works and the Cupertino Sanitary District and sewer line improvements are anticipated to take place within existing street right-of-ways. This condition was also included in the 2009 Final EIR. City of Cupertino 11 Addendum 350 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 2.0 – Project Information 2.8 2012 SCHEME VARIANTS The two schemes (2012 Scheme 1 and 2012 Scheme 2) specifically evaluated in the following section Section 3.0 Environmental Setting, Checklist, and Discussion of Impacts () represent the maximum amount of trip generation and construction impacts envisioned under the revised mixed- use project.2012 Scheme 1 would result in the maximum amount of trip generation and 2012 Scheme 2 would result in the maximum amount of construction emissions, primarily due to greater painted surface areas. Other mixed use development variations that have been identified by the applicant or City staff that would result in the same or fewer impacts as 2012 Scheme 1 or 2012 Scheme 2 are noted in Table 2. Several of the variants listed in Table 2 [Variants 3a(1), 3a(2), and 3b] could have more hotel rooms (up to 250) than either 2012 schemes and the hotel could be one story taller, but would not exceed the maximum building height of 60 feet addressed in the 2009 Final EIR. The variants that do not propose market-rate apartment units would not generate students who would use school facilities. Overall, these variants would not generate substantially more traffic or result in other environmental effects greater than either 2012 scheme (refer to Appendices A, C, and D). The environmental analysis in this Addendum to the 2009 Final EIR, therefore, could also apply for the scheme variants in Table 2. In other words, these variations would represent essentially similar environmental effects and none of the conditions described in Section 15162 of the CEQA Guidelines that would require preparation of a subsequent EIR would be met. Table 2: 2012 Scheme Variants Land Uses ResidentialOpen Space Parking Athletic with Public (units) RetailOfficeHotel Spaces Club Easement (sf)(sf)(rooms) SeniorMarket- (sf) (ac) Rate Variants Resulting in Similar or Less Environmental Impacts Than 2012 Scheme 1: 2012 Scheme 1 78,700 60,000* 292,000 120* 180 1.55 1,956* 69,700 60,000 292,000 143 --- 180 1.55 2,191 Variant 1a 78,700 60,000 292,000 143 --- 180 1.55 2,159 Variant 1b 78,700 60,000 289,000 143 --- 250 1.55 2,159 Variant 3a(1) 138,700 --- 265,000 --- --- 250 1.55 1,956 Variant 3a(2) 69,700 60,000 292,000 143 --- 250 1.55 2,191 Variant 3b ¬ 138,700 --- 292,000 143 --- 180 1.55 2,131 Option A(1) Variants Resulting in Similar or Less Environmental Impacts Than 2012 Scheme 2: 2012 Scheme 2 92,200 --- 292,000 143 105 180 1.55 2,074 83,200 --- 292,000 143 105 180 1.55 2,107 Variant 2a Notes: *Under 2012 Scheme 1, the 60,000 square foot athletic club can be replace with 60,000 square foot of additional retail space; and the 120 market-rate apartments can be replaced with 143 senior units. If 60,000 square feet of additional retail and 120 market-rate apartments are constructed, 1,956 parking spaces would be provided. If a 60,000 square foot athletic club and 143 senior housing units were constructed instead, 2,159 parking spaces would be ¬ Refer to Appendix E for a site plan and analysis of Option A(1). provided. City of Cupertino 12 Addendum 351 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) SECTION 3.0 ENVIRONMENTAL SETTING, CHECKLIST, AND DISCUSSION OF IMPACTS In accordance with CEQA Guidelines Section 15162 and 15164, this Addendum tiers from the Main Street Cupertino Final EIR prepared in 2008 and certified in January 2009 and evaluates the extent to which the impacts of the currently proposed modifications are the same or different than those addressed in the previous EIR and whether a new significant environmental effect or a substantial increase in the severity of previously identified significant effects would occur. A copy of the 2009 Final EIR may be reviewed at the City of Cupertino Community Development Department at 10300 Torre Avenue, Cupertino, California during normal business hours. Section 3.0 Environmental Setting, Checklist, and Discussion of Impacts This section, , describes the existing environmental conditions on and near the project site, as well as environmental impacts associated with the revised project. The environmental checklist, as recommended in the California Environmental Quality Act (CEQA) Guidelines, was used to compare the environmental impacts of the “Proposed Project” (i.e., revised project) with those of the “Approved Project” (i.e., development approved in the 2009 Final EIR) and to identify whether the revised project would likely result in new significant environmental impacts. The right-hand column in the checklist lists the source(s) for the answer to each question. The sources cited are identified at the end of this section. Mitigation measures are identified for all significant project impacts. “Mitigation Measures” are measures that will minimize, avoid, or eliminate a significant impact (CEQA Guideline 15370). City of Cupertino 13 Addendum 352 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.1 AESTHETICS 3.1.1 Existing Setting The aesthetics of the project site and surrounding area have not substantially changed since the certification of the 2009 Final EIR. Most of the project site is undeveloped. An area west of Finch Avenue is paved. The project site is vacant with trees and minimal landscaping along the perimeter. Since the certification of the 2009 Final EIR, the large, dead valley oak tree and an Aleppo pine tree were removed from the site due to damage from inclement weather. Please refer to the 2009 Final EIR for a complete description of the existing aesthetic conditions. 3.1.2 Environmental Checklist and Discussion of Impacts AESTHETICS New New Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Have a substantial adverse 1,2 effect on a scenic vista? 2)Substantially damage 1,2 scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? 3)Substantially degrade the 1,2 existing visual character or quality of the site and its surroundings? 4)Create a new source of 1,2 substantial light or glare which would adversely affect day or nighttime views in the area? Aesthetic values are, by their nature, very subjective. Opinions as to what constitutes a degradation of visual character will differ among individuals. One of the best available means for assessing what constitutes a visually acceptable standard for new buildings are the City’s design standards and implementation of those standards through the City’s design process. The following discussion addresses the proposed changes to the visual setting of the project area and factors that are part of the community’s assessment of the aesthetic values of a project’s design. City of Cupertino 14 Addendum 353 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.1.2.1 Change in Visual Character Like the 2008 project, the revised 2012 project (both schemes) would replace the open, urban vacant project site with multiple one- to five-story structures up to 60 feet tall, surface parking areas, plazas, and urban landscaping. Some of the ash trees along the northern boundary of the site and other trees on-site are in poor health and/or within the footprint of with the development would be removed Section 3.4 Biological Resources (refer to ). However, the project includes replacement trees and 4 Section 3.4 Biological Resources additional landscaping (refer to ). Future Streetscape on Vallco Parkway and Tantau Avenue The streetscape on Vallco Parkway and Tantau Avenue under the revised project would be similar to that of the 2008 project analyzed in the 2009 Final EIR. As shown on Figure 4, 2012 Scheme 1 could have a two-story (up to 45 feet tall) athletic club (or a one-story, 35 foot tall retail building) at the northwest corner of the site, a five story (up to 60 foot tall) hotel, a four-story (up to 50 feet tall) parking garage with retail uses on the ground floor, a three-story (up to 40 feet tall) parking garage with retail uses on the ground floor, and a four-story (up to 60 feet tall) office building fronting Vallco Parkway. The four-story office building on Vallco Parkway would also front Tantau Avenue. The streetscape on Vallco Parkway and Tantau under 2012 Scheme 2 would be similar to the streetscape under 2012 Scheme 1 except the three-story athletic club (or one-story retail building) would be replaced with a four-story (up to 60 feet) residential building (refer to Figure 5). Under both 2012 schemes, the proposed buildings would be set back a minimum of 15 feet from Vallco Parkway and 35 feet from Tantau Avenue. New landscaping, including trees, would be planted along Vallco Parkway and Tantau Avenue for screening and to soften views of the development from public streets. In addition, parallel parking is proposed on Vallco Parkway along the project frontage. Future Streetscape on Stevens Creek Boulevard The streetscape on Stevens Creek Boulevard under the revised project would be similar to that of the 2008 project analyzed in the 2009 Final EIR. As shown on Figure 4, 2012 Scheme 1 includes open space (park), one-story (up to 35 feet tall) retail buildings, and two four-story (up to 60 feet tall) office buildings fronting Stevens Creek Boulevard. The streetscape on Stevens Creek Boulevard under 2012 Scheme 2 would be similar to the streetscape under 2012 Scheme 1 except the park would switch locations with the proposed senior housing. Under 2012 Scheme 2, a four-story (up to 60 feet tall) residential building for seniors would be located at the southwest corner of the site with an attached retail building fronting Stevens Creek Boulevard. 4 The ash trees to be removed are dead or are considered to be in poor condition and beyond recovery. Source: Arbor Resources. A Tree Inventory and Review of the Proposed Development at Stevens Creek Boulevard and Finch Avenue. 30 April 2008. City of Cupertino 15 Addendum 354 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Under both 2012 schemes, the proposed buildings would be set back a minimum of 35 feet from Stevens Creek Boulevard. New landscaping, including trees, would be planted along Stevens Creek Boulevard for screening and to soften views of the development from the street. Future Streetscape on Finch Avenue The streetscape on Finch Avenue under the revised project would be similar to that of the 2008 project analyzed in the certified 2009 Final EIR. The revised project, under both schemes, would abandon the middle portion of the segment of Finch Avenue that passes through the project site and replace it with a 0.8-acre open space area (town square) that would have an easement for public use and access. Two one-story (up to 35 feet tall) retail buildings are proposed at the north and south end of the town square. In both schemes, a private drive with on-street parking would be constructed around the proposed town square. Vehicles traveling on Finch Avenue would enter this private drive and be circulated around the town square (refer to Figures 4 and 5). In addition, in both schemes, diagonal parking is proposed on the east side on the northern segment of Finch Avenue, north of the proposed town square and south of Vallco Parkway. The final design of the revised project would be evaluated for consistency with the City’s standards as a part of Design Review (Architectural and Site Approval) process required for approval of the specific project design, if the revised project is approved. This review considers the relationship of the proposed buildings with the surrounding land uses and the streets, compliance with adopted height limits, setbacks, architectural, and landscaping design guidelines (including those in the South Vallco Park Master Plan), and the overall quality and compatibility of the building materials and architecture with the surrounding area. The revised project would not result in a new or more substantial significant impact to the visual character of the site and surroundings than disclosed in the certified 2009 Final EIR. 3.1.2.2 Impact to Scenic Views Scenic views from the project vicinity are limited. In addition, views of the site are limited to the immediate area. The foothills west and south of the site are generally obscured by existing development and landscape trees. As with the 2008 project, the development of the revised project (either scheme) would not substantially block scenic views or have a substantial effect on a scenic vista. The revised project would not result in a new or more substantial significant impact to scenic views than disclosed in the certified 2009 Final EIR. City of Cupertino 16 Addendum 355 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.1.2.3 Light and Glare The revised project (either scheme) does not include substantial reflective glass surfaces that could result in glare impacts. The project would have security lighting around buildings and surface parking areas similar to existing and approved lighting on other properties along Stevens Creek Boulevard. At the time of final design review, a lighting plan will be reviewed by the Director of Community Development to assure that lighting is directed downward and would not spill over onto adjacent properties. The revised project would not result in a new or more substantial significant light and glare impact than disclosed in the certified 2009 Final EIR. 3.1.3 Conclusion The revised project would not result in new significant or more substantial aesthetic impacts than (No New Impact) disclosed in the certified 2009 Final EIR. City of Cupertino 17 Addendum 356 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.2 AGRICULTURE AND FORESTRY RESOURCES 3.2.1 Existing Setting The agricultural resources setting in the project area has not substantially changed since the certification of the 2009 Final EIR. The project site is not used for agricultural or forestry purposes, nor is it subject of a Williamson Act contract. The site is located within an urban area of Cupertino and there is no property used for agricultural or forestry purposes adjacent to the project site. 3.2.2 Environmental Checklist and Discussion of Impacts AGRICULTURAL AND FOREST RESOURCES NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Convert Prime Farmland, 2 Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non-agricultural use? 2)Conflict with existing 2 zoning for agricultural use, or a Williamson Act contract? 3)Conflict with existing 1 zoning for, or cause rezoning of, forest land (as defined in Public Resources Code section 12220(g)), timberland (as defined by Public Resources Code section 4526), or timberland zoned Timberland Production (as defined by Government Code section 51104(g))? 4)Result in a loss of forest 1 land or conversion of forest land to non-forest use? City of Cupertino 18 Addendum 357 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation AGRICULTURAL AND FOREST RESOURCES NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 5)Involve other changes in 1,2 the existing environment which, due to their location or nature, could result in conversion of Farmland, to non- agricultural use or conversion of forest land to non-forest use? As discussed above and in the 2009 Final EIR, the project site is not designated as farmland or used for agricultural or forestry purposes. The 2009 Final EIR did not identify any impacts to agricultural or forest resources. 3.2.3 Conclusion The revised project would not result in new significant or more substantial impacts to agriculture or (No New Impact) forestry resources than disclosed in the certified 2009 Final EIR. City of Cupertino 19 Addendum 358 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.3 AIR QUALITY 3.3.1 Existing Setting The existing air quality conditions have not substantially changed since the certification of the 2009 Final EIR. Please refer to the 2009 Final EIR for a complete description of the existing air quality conditions. Since the certification of the 2009 Final EIR, however, the Bay Area Air Quality Management District (BAAQMD) has updated its CEQA Air Quality Guidelines (May 2011), which includes updated methodology and BAAQMD thresholds for analyzing air quality impacts. Specifically, BAAQMD has: Updated the methodology and thresholds for analyzing operational emission impacts; Identified a new numeric threshold for significant construction-related emissions; Identified a new methodology and numeric threshold for health risk from construction emissions; and Updated the methodology for determining toxic air contaminant impacts. BAAQMD is the primary agency responsible for assuring that the National and California Ambient Air Quality Standards are attained and maintained in the Bay Area. BAAQMD’s most recently adopted Clean Air Plan is the 2010 Clean Air Plan(2010 CAP). The 2010 CAPprovides an updated comprehensive plan to improve Bay Area air quality and protect public health, taking into account future growth projections to 2035. 3.3.2 Environmental Checklist and Discussion AIR QUALITY NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Conflict with or obstruct 1,2 implementation of the applicable air quality plan? 2)Violate any air quality 1,2,3 standard or contribute substantially to an existing or projected air quality violation? City of Cupertino 20 Addendum 359 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation AIR QUALITY NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 3)Result in a cumulatively 1,2,3 considerable net increase of any criteria pollutant for which the project region is classified as non-attainment under an applicable federal or state ambient air quality standard including releasing emissions which exceed quantitative thresholds for ozone precursors? 4)Expose sensitive receptors 1,2,3 to substantial pollutant concentrations? 5)Create objectionable odors 1,2 affecting a substantial number of people? 3.3.2.1 2009 Final EIR Analysis and Impacts The 2009 Final EIR identified that the project would result in significant air quality impacts related to: Operational emissions of criteria pollutants (ROx, NOx and PM); and 10 Short-term construction-related emissions (dust and construction equipment exhaust). Other air quality issues evaluated in the 2009 Final EIR and found to be less than significant included: Conflicts with the adopted Clean Air Plan; Local emissions of carbon monoxide; Toxic air contaminants from nearby roadways impacting new residents; and Odors. As discussed in Section 3.3.1, since the certification of the 2009 Final EIR, BAAQMD has updated its methodology and thresholds for analyzing air quality impacts. The analysis completed in the 2009 Final EIR compared to the current BAAQMD methodology and thresholds is summarized in Table 3. City of Cupertino 21 Addendum 360 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Table 3: Changes in Air Quality Analysis Methodology or Thresholds Since the 2009 Final EIR EvaluatedUpdated Updated New in 2008 Methodology Thresholds Thresholds Consistency with Clean Air Plan --- Operational Emissions --- Construction-Related Emissions --- Health Risk from Construction --- Emissions Toxic Air Contaminants Impacts to --- --- Project Residents from Roadways Superior Court Case Regarding 2011 BAAQMD Guidelines In December 2010, the California Building Industry Association (BIA) filed a lawsuit in Alameda County Superior Court challenging toxic air contaminants and PM thresholds adopted by 2.5 BAAQMD in its CEQA Air Quality Guidelines (California Building Industry Association v. Bay Area Air Quality Management District, Alameda County Superior Court Case No. RG10548693). One of the identified concerns is inhibiting infill and smart growth in the urbanized Bay Area. On March 5, 2012, the Superior Court found that the adoption of thresholds by the BAAQMD in its CEQA Air Quality Guidelines is a CEQA project and BAAQMD is not to disseminate officially sanctioned air quality thresholds of significance until BAAQMD fully complies with CEQA. No further findings or rulings on the thresholds in the BAAQMD CEQA Air Quality Guidelines were made. At the time of publication of this Addendum, there is no indication whether BAAQMD would appeal any final adverse ruling, or instead comply with the writ directing it not to enforce its thresholds while it prepares an environmental review for the BAAQMD CEQA Air Quality Guidelines. The City understands the effect of the lawsuit to be that BAAQMD may eventually have to prepare an environmental review document before adopting the same or revised thresholds. However, the ruling in the case does not equate to a finding that the quantitative metrics in the BAAQMD thresholds are incorrect or unreliable for meeting goals in the 2010 CAP. Moreover, as noted above, the determination of whether a project may have a significant effect on the environment is subject to the discretion of each lead agency, based upon substantial evidence. Notwithstanding the BIA lawsuit, which has no binding or preclusive effect on the City of Cupertino’s discretion to decide on the appropriate thresholds to use for determining the significance of air quality impacts, the City has carefully considered the thresholds prepared by BAAQMD and regards the thresholds listed below to be based on the best information available for the San Francisco Bay Area Air Basin and conservative in terms of the assessment of health effects associated with TACs and PM. Evidence 2.5 supporting these thresholds has been presented in the following documents: a) Bay Area Air Quality Management District. CEQA Air Quality Guidelines, Appendix D. May 2011; b) California Air Pollution Control Officers Association. Health Risk Assessments for Proposed Land Use Projects. July 2009; and c) California Environmental Protection Agency, California Air Resources Board. Air Quality and Land Use Handbook: A Community Health Perspective. 2005. City of Cupertino 22 Addendum 361 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation The following air quality impact discussion of project emissions, including construction –related emissions and toxic air contaminants impacts to project residents from roadways, uses the 2011 BAAQMD CEQA Air Quality Guidelines and methodology to provide a conservative assessment of whether any new significant impacts would result from the proposed revisions to the Main Street Cupertino project. 3.3.2.2 Consistency with the Clean Air Plan Since the certification of the 2009 Final EIR, the Clean Air Plan (CAP) for the Bay Area, including emission control measures, has been updated. As discussed in the 2009 Final EIR, determining consistency of an individual project with the current CAP involves assessing whether applicable control measures contained in the CAP are implemented. The 2010 Bay Area CAP includes updated control measures for the Bay Area. These control measures are organized into five categories: Stationary Source Measures, Mobile Source Measures, Transportation Control Measures (TCMs), Land Use and Local Impact Measures, and Energy and Climate Measures. Applicable control measures and the revised project’s consistency with them are summarized in Table 4. The revised project is consistent with the control measures and development of mixed uses at this urban infill site would not interfere with implementation of the 2010 CAP. Table 4: Bay Area 2010 Clean Air Plan Applicable Control Measures Control Description Project Consistency Measures Transportation Control Measures Implement The traffic report completed for the project Facilitate safe routes to schools and transit by providing funds and Safe Routes (Appendix C) analyzed the adequacy of working with transportation to Schools pedestrian, bicycle, and transit facilities agencies, local governments, Section and Safe serving the site. As identified in schools, and communities to 3.16 Transportation Routes to , the project will implement safe access for Transitincludes measures to improve pedestrian pedestrians and cyclists. connectivity and mitigate an impact to a bicycle facility. For these reasons, the project is consistent with this control measure. Improve The project site is served by existing bicycle Expand bicycle facilities serving transit hubs, employment sites, Bicycle lanes. The project includes bicycle parking educational and cultural facilities, Access and per the requirements outlined in the City’s residential areas, shopping districts, Section Facilities Municipal Code 19.100 (refer to and other activity centers. 3.16 Transportation ). The project is consistent with this control measure. SupportThe project proposes a mix of retail, office, Promote land use patterns, policies, and infrastructure investments that Local Land and residential uses on-site. As discussed in support mixed-use, transit-oriented Section 3.16 Transportation Use, the project development that reduce motor Strategiessite is served by existing transit, pedestrian, City of Cupertino 23 Addendum 362 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Table 4: Bay Area 2010 Clean Air Plan Applicable Control Measures Control Description Project Consistency Measures and bicycle facilities. Given the project’s vehicle dependence and facilitate walking, bicycling, and transit use. proposed mix of land uses and existing transportation options, the project is consistent with this control measure. Land Use and Local Impacts Measures Section Goods As discussed later on in this section, Reduce diesel PM and GHG emissions from goods movement in 3.3 Air Quality Movement , the project would limit the Bay Area through measures such construction equipment idling to five as increased signage indicating truck minutes. For this reason, the project is routes and anti-idling rules. consistent with this control measure. Energy and Climate Measures Urban Heat The project includes planting of new trees, Mitigate the “urban heat island” effect by promoting the Islandwhich would reduce the urban heat island implementation of cool roofing, cool Mitigationeffect. The project is consistent with these paving, and other strategies. two control measures. Tree- Promote planting of low-VOC- emitting shade trees to reduce urban Planting heat island effects, save energy, and absorb CO2 and other air pollutants. 3.3.2.2 Air Pollutant Emission Impacts of 2012 Scheme Modifications Estimates of air emission for the proposed revisions to the project using the current BAAQMD methodology have been prepared by Illingworth & Rodkin, Inc. These estimates are provided in Appendix A and summarized in the following discussions. Operational (Regional) Emissions Since the certification of the 2009 Final EIR, the BAAQMD methodology and thresholds for analyzing operational emissions were updated. The assumed build out year for the site has also changed from 2010 to 2015. In order to determine whether the revised project would result in new or more severe regional air emissions than were disclosed in the 2009 Final EIR, the emissions for the 2008 schemes and the 2012 schemes were calculated using the current BAAQMD methodology and assumptions for the revised year of buildout and operation. The results of the analysis are summarized in Table 5 below. City of Cupertino 24 Addendum 363 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Table 5: Comparison of Average Operational Emissions Using 2011 BAAQMD Methodology ROG NOx PM PM 102.5 Average Daily Emissions (lbs/day) 2008 Scheme 1 72.7 73.5 84.5 17.6 2012 Scheme 161.6 60.9 69.5 14.5 2008 Scheme 2 61.4 59.0 66.6 13.9 2012 Scheme 2 66.8 57.0 62.2 13.0 Current BAAQMD Thresholds 54 54 82 54 of Significance New Impact for 2012 Schemes? No No No No Substantially More Severe No No No No Impact for 2012 Schemes? As shown in Table 5, the operational emissions for the revised project (either scheme) exceed the current BAAQMD thresholds of significance for ROG and NOx, as it would for the 2008 project schemes. The operational emissions for both 2012 schemes, however, are lower than the operational emissions for 2008 Scheme 1. The revised project would not result in a new significant operational emissions compared to the impacts disclosed in the certified 2009 Final EIR. Consistent with the measures identified in the certified 2009 Final EIR and the current recommendations in the BAAQMD CEQA Air Quality Guidelines, the revised project includes the implementation of mitigation measures MM AIR – 2.1 through 2.11 in the 2009 Final EIR and the following additional measures to reduce operational air pollutant emissions: MM AIR – 2.12: Site design shall include preferential carpool/vanpool parking. MM AIR – 2.13: The project shall use low VOC architectural coatings (e.g., paint and other architectural finishes). Construction-Related Emissions At the time the 2009 Final EIR was prepared, BAAQMD had not identified a methodology for calculating construction-related emissions or a numeric threshold of significance. The 2009 Final EIR analyzed the project’s construction-related emissions impact, including impacts from construction dust and construction equipment exhaust, in a qualitative manner and concluded that the impact would be significant. In accordance with the BAAQMD guidelines at that time, the 2009 Final EIR identified the BAAQMD basic construction control measures and additional construction control measures (e.g., setting back construction staging areas from existing residences) to reduce the project’s construction-related air quality impact to a less than significant level. City of Cupertino 25 Addendum 364 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation The project (i.e., land uses and amount of overall development, refer to Table 1) and the natural environment have not substantially changed since 2008. The amount of soil excavation for the revised project is greater than the amount of soil excavation assumed in 2008, however (refer to Table 6). Table 6: Summary of Soil Cut, Fill, and Off-Haul Estimated Cut Fill Off-Haul (cubic yards) 2008 Scheme 1 27,000 11,000 16,000 2012 Scheme 1 127,500 32,500 95,000 2008 Scheme 2 69,000 11,000 58,000 2012 Scheme 2 125,000 32,000 93,000 Since the certification of the 2009 Final EIR, new guidance for evaluating construction-related air quality impacts has been developed. BAAQMD has identified a methodology for analyzing construction-related criteria air pollutant emissions and quantitative thresholds of significance. Additional control measures were also identified for reducing construction-related air quality impacts. In order to determine whether the 2012 schemes resulted in new or more severe construction-related criteria air pollutant emissions than the 2008 schemes, the construction emissions for the 2008 schemes and the 2012 schemes were calculated using the current BAAQMD methodology. The results of the analysis are summarized in Table 7 below. Table 7: Summary of Construction-Related Emissions Criteria Air Pollutant Emissions Average Daily Emissions (lbs/day) ROGNOxPMPM 102.5 2008 Scheme 1 19.0 31.6 1.7 1.5 2012 Scheme 1 19.8 36.4 1.8 1.6 2008 Scheme 2 19.1 33.3 1.8 1.6 2012 Scheme 2 26.4 38.1 1.8 1.7 Current BAAQMD 54 54 82 54 Thresholds of Significance The results in Table 7 show that the 2012 schemes would result in greater ROG and NOx emissions than the 2008 scheme; however, the construction emissions from the revised project are below the City of Cupertino 26 Addendum 365 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation new BAAQMD thresholds of significance used in this evaluation. The revised project, therefore, would not result in a new significant construction-related air quality impact. For all proposed projects, BAAQMD recommends implementation of the updated Basic Construction Mitigation Measures whether or not construction-related emissions exceed applicable thresholds. Consistent with the mitigation measures identified in the 2009 Final EIR and with the current recommendations in the BAAQMD CEQA Air Quality Guidelines, the project includes the implementation of the following updated dust and construction equipment exhaust control measures to further reduce construction-related air pollutant emissions. These measures replace MM AIR – 5.1 and MM AIR – 5.2 identified in the 2009 Final EIR. MM AIR – 5.1: The project shall implement the following dust control measures recommended by BAAQMD: All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. All haul trucks transporting soil, sand, or other loose material on-site shall be covered. All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. All vehicle speeds on unpaved roads shall be limited to 15 mph. All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used. Post a publicly visible sign with the telephone number and person to contact at the lead agency regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District‘s phone number shall also be visible to ensure compliance with applicable regulations. MM AIR – 5.2: The project shall implement the following diesel exhaust control measures: Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to five minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations [CCR]). Clear signage shall be provided for construction workers at all access points. All construction equipment shall be maintained and properly tuned in accordance with manufacturer‘s specifications. All equipment shall be checked by a certified visible emissions evaluator. Construction equipment shall not be staged within 200 feet of existing residences. In addition, the project proposes to use low VOC architectural coatings, as previously described (MM AIR – 2.12). City of Cupertino 27 Addendum 366 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Construction-Related Health Risks The evaluation of air quality impacts in the 2009 Final EIR noted that diesel exhaust from construction equipment poses both a health and nuisance impact to nearby receptors. Although not identified as a significant impact, the 2009 Final EIR identified several measures designed to reduce exposure of nearby residents to construction exhaust emissions. These include limits on construction idling and minimum setbacks of construction staging areas from existing residences. Since the certification of the 2009 Final EIR, BAAQMD updated its guidelines to require an assessment of health risk to sensitive receptors from construction emissions. This is a new methodology that was not under review or adopted at the time the 2009 Final EIR was certified. Using the current BAAQMD methodology, the health risk from the revised project was calculated. The results are summarized in Table 8 below. Table 8: Summary of Health Risk At Nearby Residence from Project Construction Total Increased Cancer Risk Residences South of the Site 6.43 per million Residences West of the Site 5.39 per million BAAQMD Threshold of Significance>10.0 per million New Significant Impact?No The construction emissions from the revised project (either scheme) would not result in a significant health risk to nearby sensitive receptors as assessed using the methodology in the current BAAQMD CEQA Air Quality Guidelines. Toxic Air Contaminants Impacts Risks to future residents on-site from toxic air contaminants (TACs) from nearby roadways within 500 feet were analyzed in the 2009 Final EIR. Since the certification of the 2009 Final EIR, BAAQMD has updated its methodology for analyzing impacts from TACs to include additional sources within 1,000 feet of proposed residences. The project’s risk from TACs was reassessed using the current BAAQMD methodology. The sources for TACs in the project area include vehicles traveling on Interstate 280 and Stevens Creek Boulevard, and three stationary sources within 1,000 feet of the proposed residences. A summary of the results are provided in Table 9 below. The results show that the revised project (either scheme) would not result in a significant health risk to future residences on-site from TACs from nearby sources. City of Cupertino 28 Addendum 367 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Table 9: Summary of Health Risks from TAC Sources within 1,000 Feet of Proposed Residences Distance to Lifetime Annual PMHazard 2.5 SourceClosest Proposed Cancer Concentration Index Residence Risk (feet) Interstate 280 Traffic* 950 9.18 0.09 0.01 Stevens Creek Boulevard Traffic* 100 4.10 0.11 <0.03 Stationary Source 1 – Apple 670 2.79 0 0 Stationary Source 2 – JCPenny 840 00 0 Stationary Source 3 – Sears 880 00 0 Maximum Single Source 9.2 0.1 0.01 Current BAAQMD Threshold of 10 0.3 1.0 Significance for a Single Source Cumulative Sources 16.1 0.2 <0.05 Current BAAQMD Cumulative 100 0.8 10.0 Threshold of Significance Note: * The health risks predicted from roadways using BAAQMD’s screening tools are conservative given that the screening assumes twice as much roadway length as their guidelines recommend modeling. Modeling of actual risks would likely result in lower concentrations. Actual modeling was not completed because the conservative screening analysis did not indicate significant health risks. 3.3.3 Conclusion The revised project would not result in new significant or more substantial air quality impacts than (No New Impact) disclosed in the certified 2009 Final EIR. City of Cupertino 29 Addendum 368 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.4 BIOLOGICAL RESOURCES 3.4.1 Existing Setting The existing biological setting, including regulatory framework, has not substantially changed since the certification of the 2009 Final EIR. The project site consists of ruderal, non-native grassland with ornamental trees and shrubs scattered throughout. Historically, Calabazas Creek, flowing south to north, meandered across the site. Around 1978, the creek was realigned to flow in an underground, double-box culvert that generally runs parallel to Finch Avenue between Stevens Creek Boulevard and Vallco Parkway. Since the certification of the 2009 Final EIR, the large, dead oak tree and an Aleppo pine on-site have been removed. Please refer to the 2009 Final EIR for a complete description of the existing biological resources conditions. 3.4.2 Environmental Checklist and Discussion BIOLOGICAL RESOURCES NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Have a substantial adverse 1,2 effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? 2)Have a substantial adverse 1,2 effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? City of Cupertino 30 Addendum 369 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation BIOLOGICAL RESOURCES NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 3)Have a substantial adverse 1,2 effect on federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? 4)Interfere substantially with 1,2 the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, impede the use of native wildlife nursery sites? 5)Conflict with any local 1,2 policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? 6)Conflict with the provisions 1,2 of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? 3.4.2.1 Impacts to Habitat (Non-Native Ruderal Grassland) Loss of Habitat for Native Wildlife Development of the revised project would result in the loss of approximately 18.7 acres of non- native/ruderal grasslands within a developed urban area. As discussed in the 2009 Final EIR, this habitat possesses minimal biotic value and provides only low-quality habitat for most species. The development of the revised project would result in the same impact to ruderal grassland habitat as disclosed in the certified 2009 Final EIR. The revised project would not result in a new significant or more substantial impact to ruderal habitat than disclosed in the certified 2009 Final EIR. City of Cupertino 31 Addendum 370 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Interference with the Movement of Native Wildlife The movements of various species on- and off-site vary depending on the species in question. Wildlife movements generally are divided into three major behavioral categories: 1) movements within a home range or territory, 2) movements during migration, and 3) movements during dispersal. The only habitat impacted by the revised project is non-native ruderal grassland. While native wildlife may move through this habitat, it does not represent a significant movement corridor for native wildlife, as the site is surrounded by urban development. The loss of this habitat would result in a less than significant impact on the movements of native wildlife. This impact is the same for the revised project as disclosed in the certified 2009 Final EIR. The revised project would not result in a new significant or more substantial impact to the movements of native wildlife. 3.4.2.2 Impacts to Special-Status Plant and Animal Species and Species Protected Under the Migratory Bird Treaty Act Special-Status Plant Species As identified in the 2009 Final EIR, the development of the project site would not result in significant impacts to special-status plant species. The revised project would not result in new or more substantial significant impacts to special-status plant species than disclosed in the certified 2009 Final EIR. Special-Status Animal Species and Species Protected Under the Migratory Bird Treaty Act As described in the 2009 Final EIR, the trees on the site support potential habitat for tree nesting raptors and other migratory birds. In addition, it is possible that loggerhead shrikes and burrowing owls could locate on the site at any time. Implementation of the mitigation measures previously identified in the 2009 Final EIR would reduce possible impacts to tree nesting birds and burrowing owls during construction to a less than significant level. The revised project includes the implementation of mitigation measures MM BIO – 1.1 through 1.4 as identified in the 2009 Final EIR to avoid significant impacts to nesting birds and burrowing owls. 3.4.2.3 Calabazas Creek Direct Impacts to Riparian Habitat Like the 2008 project, the revised project includes the installation of two new 24-inch storm drain lines that would discharge directly to the Calabazas Creek culvert that crosses the site. These two storm water outlets would not require modification to existing open channel areas. The revised project, therefore, would not result in direct impacts to riparian habitat along Calabazas Creek. The City of Cupertino 32 Addendum 371 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation revised project would not result in a new significant or more substantial impact to riparian habitat than disclosed in the certified 2009 Final EIR. Water Quality Impacts As discussed in the 2009 Final EIR, the deposition of pollutants and sediments in sensitive riparian Section 3.9 and wetland habitats would be considered a significant impact. As discussed in Hydrology and Water Quality , the revised project shall implement measures to reduce water quality impacts to Calabazas Creek to a less than significant level. The revised project would result in the same less than significant impact to water quality as disclosed in the certified 2009 Final EIR. The revised project would not result in new significant or more substantial water quality impacts to aquatic habitat than disclosed in the certified 2009 Final EIR. 3.4.2.4 Trees The tree survey completed for the 2009 Final EIR evaluated impacts to trees based on tree health and the site design. As with the 2008 project, development of the revised project (either scheme) would result in the removal of a substantial number of trees (approximately 61 trees) on-site, depending on the building and parking structure footprints. Under the revised project (as well as the 2008 project), the dead specimen tree (#126) (which has been removed since the certification of the 2009 Final 5 EIR) would be replaced by two field grown oak trees on the project site at Stevens Creek Boulevard and Finch Avenue. As identified in the 2009 Final EIR, the project proposes to implement mitigation measure MM BIO – 2.1 to reduce impacts to trees to a less than significant level. This measure includes tree protection measures during construction and replacement of removed trees per the City of Cupertino’s Municipal Code requirements. 3.4.3 Conclusion The revised project (either scheme) would not result in new significant or more substantial biological (No New Impact) resources impacts than disclosed in the certified 2009 Final EIR. 5 A field grown trees refers to a tree that is fully mature. City of Cupertino 33 Addendum 372 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.5 CULTURAL RESOURCES 3.5.1 Existing Setting The existing cultural resources setting has not substantially changed since the certification of the 2009 Final EIR. There are no historic structures on-site, however, there is a potential for buried archaeological resources on-site. Please refer to the 2009 Final EIR for a complete description of the existing cultural resources conditions. 3.5.2 Environmental Checklist and Discussion CULTURAL RESOURCES NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Cause a substantial adverse 1 change in the significance of an historical resource as defined in §15064.5? 2)Cause a substantial adverse 1 change in the significance of an archaeological resource as defined in §15064.5? 3)Directly or indirectly 1 destroy a unique paleontological resource or site, or unique geologic feature? 4)Disturb any human remains, 1 including those interred outside of formal cemeteries? The 2009 Final EIR noted that development throughout the Santa Clara Valley adjacent to established water courses, has uncovered numerous buried archaeological sites and that prehistoric materials associated with aboriginal settlements along Calabazas Creek could be encountered during site grading and/or excavation. Buried historic archaeological deposits (dumps, filled in wells, privy pits, and cellars) associated with farming also could be encountered. The potential for impacts to unknown buried archaeological impacts under the revised project is similar to that described for the 2008 project. The revised project would not result in a new significant or more substantial cultural resources impact than disclosed in the certified 2009 Final EIR. City of Cupertino 34 Addendum 373 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation As identified in the 2009 Final EIR, the project includes the implementation of mitigation measures MM CUL – 1.1 through MM CUL – 1.3 to reduce possible impacts to cultural resources during construction to a less than significant level. 3.5.3 Conclusion The revised project would not result in new significant or more substantial cultural resources impacts (No New Impact) than disclosed in the certified 2009 Final EIR. City of Cupertino 35 Addendum 374 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.6 GEOLOGY AND SOILS 3.6.1 Existing Setting The existing geology and soil conditions on-site have not changed since the certification of the 2009 Final EIR. The project site contains undocumented fill. The soils on-site have the potential for expansion. The project site is subject to seismic and seismic-related hazards including strong ground shaking and lateral spreading. Please refer to the 2009 Final EIR for a complete description of the existing geology and soils conditions. 3.6.2 Environmental Checklist and Discussion GEOLOGY AND SOILS NewNew Less Than New Less Same Less Impact Information Potentially Significant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact Incorporated Impact Project” Project” Location Would the project: 1)Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving: a) Rupture of a known 2 earthquake fault, as described on the most recent Alquist- Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault? (Refer to Division of Mines and Geology Special Publication 42.) 2 b) Strong seismic ground shaking? c)Seismic-related ground 2 failure, including liquefaction? 2 d) Landslides? 2)Result in substantial soil erosion 2 or the loss of topsoil? 3)Be located on a geologic unit or 2 soil that is unstable, or that will become unstable as a result of the project, and potentially result in on- or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? City of Cupertino 36 Addendum 375 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation GEOLOGY AND SOILS NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 4)Be located on expansive soil, as 2 defined in Section 1802.3.2 of the California Building Code (2007), creating substantial risks to life or property? 5)Have soils incapable of 2 adequately supporting the use of septic tanks or alternative wastewater disposal systems where sewers are not available for the disposal of wastewater? The 2009 Final EIR found that development could be exposed to soil hazards related to the undocumented fill and expansive soils on-site. The project, under any of the schemes, would also be subject to seismicity and seismic hazards, given the project site’s location in a seismically active region. 3.6.2. 1 Soils Hazards No buildings are proposed to be located over the existing Calabazas Creek box culvert. Landscaping and parking spaces are proposed on top of the culvert under the revised project schemes (as well as the project schemes addressed in the 2009 Final EIR). The impacts from undocumented fill and expansive soils on buildings and pavement under both 2012 schemes are the same as disclosed in the certified 2009 Final EIR. As documented in the 2009 Final EIR, the proposed project would not be exposed to substantial slope instability or landslide-related hazards due to the flat topography of the site. The revised project would not result in new significant or more substantial soil hazards impacts than disclosed in the certified 2009 Final EIR. As identified in the 2009 Final EIR, in conformance with standard practices in the City of Cupertino, the project includes the implementation mitigation measure MM GEO-1.1 to reduce adverse effects associated with soil conditions to a less than significant level. This measure calls for buildings to be designed and constructed in accordance with a final design-level geotechnical investigation. City of Cupertino 37 Addendum 376 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.6.2. 2 Seismicity and Seismic Hazards The project site is located in a seismically active region and, therefore, strong ground shaking would be expected during the lifetime of the proposed project. The revised project would be constructed on the same site and includes similar building types and improvements (e.g., three to four story buildings, a parking structure, and underground utilities). Seismic hazards to buildings and other proposed structures, therefore, would be the same as those disclosed in the 2009 Final EIR. As identified in the 2009 Final EIR, in conformance with standard practices in the City of Cupertino, the project proposes to implement mitigation measure MM GEO – 2.1 to reduce seismic and seismic- related hazards to a less than significant level. To reflect changes in building code language, this measure would be revised as follows: MM GEO – 2.1: The project shall be designed and constructed in conformance with standard engineering and building practices and techniques specified in the California Building Code applicable at the time of construction to avoid or minimize potential damage from seismic shaking and seismic-related hazards on the site. 3.6.3 Conclusion The revised project would be not result in new significant or more substantial geology and soil (No New Impact) impacts than disclosed in the certified 2009 Final EIR. City of Cupertino 38 Addendum 377 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.7 GREENHOUSE GAS EMISSIONS 3.7.1 Existing Setting The existing greenhouse gas/global climate conditions have not substantially changed since the certification of the 2009 Final EIR. Please refer to the 2009 Final EIR for a complete description of the existing greenhouse gas/global climate change conditions. Since the certification of the 2009 Final EIR, however, the CEQA Guidelines have identified thresholds of significance for greenhouse gas emissions and the Bay Area Air Quality Management District (BAAQMD) has updated its CEQA Air Quality Guidelines (May 2011), which identifies a methodology evaluating greenhouse gas emission impacts and numeric thresholds of significance for greenhouse gas emissions. 3.7.2 Environmental Checklist and Discussion GREENHOUSE GAS EMISSIONS NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Generate greenhouse gas 2,3 emissions, either directly or indirectly, that may have a significant impact on the environment? 2)Conflict with an applicable 1,2,3 plan, policy or regulation adopted for the purpose of reducing the emissions of greenhouse gases? Using a methodology that models how new land use development in the San Francisco Bay area can meet AB 32 GHG reduction goals, the current BAAQMD CEQA Air Quality Guidelines identify a 6 significance threshold of 1,100 metric tons of carbon dioxide equivalents per year. In addition to this bright line threshold, the guidelines include an “efficiency” threshold to be used for urban high density, transit oriented development projects that are intended to reduce vehicle trips but may still result in overall emissions greater than 1,100 meter metric tons per year. This efficiency threshold is 4.6 metric tons of carbon dioxide equivalents per service population (e.g., residents and employees) per year. 6 Section 3.3 Air Quality Refer to the discussion in regarding the BIA v. BAAQMD lawsuit. The determination of whether a project may have a significant effect on the environment is subject to the discretion of each individual lead agency, based upon substantial evidence. Notwithstanding the BIA lawsuit, the City of Cupertino has carefully considered the thresholds prepared by BAAQMD and considers them to be based on the best information currently available for the San Francisco Bay Area Air Basin. City of Cupertino 39 Addendum 378 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Given the overwhelming scope of global climate change, it is not anticipated that a single development project would have an individually discernible effect on global climate change. It is more appropriate to conclude that the greenhouse gas emissions generated by the proposed project would combine with emissions across the state, nation, and globe to cumulatively contribute to global climate change. It was the City’s position in the 2009 Final EIR, based on the nature and size of this redevelopment project, its location within an established urban area served by existing infrastructure (rather than a greenfield site), and the measures included in the project to reduce energy use, that the project would not impede the state’s ability to reach the emission reduction limits/ standards set forth by the State of California by Executive Order S-3-05 and AB 32. For these reasons, it was concluded that the 2008 project would not make a cumulatively considerable contribution to global climate change associated with greenhouse gas emissions and global climate change. In order to determine whether the revised project would result in a new significant or more substantial greenhouse gas emissions impact than were disclosed in the certified 2009 Final EIR, the greenhouse gas emissions (including emissions from transportation, area sources, electricity use, natural gas use, water use, wastewater generation, and solid waste generation) were calculated for the 2008 and 2012 schemes using the current BAAQMD methodology. The results of the analysis are summarized in Table 10 below. Table 10: Summary of Project Operational Greenhouse Gas Emissions Using Current BAAQMD Methodology Greenhouse Gas Emissions (tons per year) 2008 Scheme 1 15,668 2012 Scheme 113,769 2008 Scheme 2 13,067 2012 Scheme 212,925 As shown in Table 10 above, the revised project (either scheme) would not result in greater greenhouse gas emissions than the 2008 project analyzed in the certified 2009 Final EIR. Therefore, the revised project would not result in a new significant or more substantial greenhouse gas impact. 3.7.3 Conclusion The revised project would not result in a new significant impact or more substantial greenhouse gas (No New Impact) emissions than disclosed in the certified 2009 Final EIR. City of Cupertino 40 Addendum 379 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.8 HAZARDS AND HAZARDOUS MATERIALS 3.8.1 Existing Setting The existing hazards and hazardous materials conditions on the project site have not substantially changed since the certification of the 2009 Final EIR. There are no on-site or off-site sources of contamination that could substantially impact the project site. Please refer to the 2009 Final EIR for a complete description of existing hazards and hazardous materials conditions. 3.8.2 Environmental Checklist and Discussion of Impacts HAZARDS AND HAZARDOUS MATERIALS NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Create a significant hazard 1,2 to the public or the environment through the routine transport, use, or disposal of hazardous materials? 2)Create a significant hazard 1,2 to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? 3)Emit hazardous emissions 2 or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? 4)Be located on a site which 2 is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? City of Cupertino 41 Addendum 380 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation HAZARDS AND HAZARDOUS MATERIALS NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 5)For a project located within 2 an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? 6)For a project within the 2 vicinity of a private airstrip, would the project result in a safety hazard for people residing or working in the project area? 7)Impair implementation of, 2 or physically interfere with, an adopted emergency response plan or emergency evacuation plan? 8)Expose people or structures 2 to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? The revised project includes the same mix of land uses as analyzed in the certified 2009 Final EIR, including residences and private open space (town square and park). As documented in the 2009 Final EIR, there are no significant on-site or off-site sources of contamination, such as on-site soil or groundwater contamination, that would substantially affect the proposed uses on the project site. Therefore, like the 2008 project, the revised project would not result in significant hazards and hazardous materials impacts. 3.8.3 Conclusion The revised project would not result in a new significant or more substantial hazards and hazardous (No New Impact) materials impacts than disclosed in the certified 2009 Final EIR. City of Cupertino 42 Addendum 381 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.9 HYDROLOGY AND WATER QUALITY 3.9.1 Existing Setting The existing hydrology and water quality conditions on-site have not substantially changed since the certification of the 2009 Final EIR. Please refer to the 2009 Final EIR for a complete description of the existing hydrology and water quality conditions. 3.9.1.1 Flooding The flood map for the project area has been updated since the certification of the 2009 Final EIR and 7 the project site is located in Zone X. Flood conditions on-site, however, are the same as described in the 2009 Final EIR. The one percent annual chance flood discharge is contained in the existing culvert on-site. The Calabazas Creek channel upstream of Miller Avenue remains inadequately sized to convey 100-year flood flows. Spills from the creek upstream of Miller Avenue would cause shallow flooding of the site during a 100-year flood event to a depth of less than one foot. 3.9.1.2 Stormwater Quality Since the certification of the 2009 Final EIR, the members of the Santa Clara Valley Urban Runoff Pollution Prevention Program (SCVURPPP), which is an association of thirteen cities – including the City of Cupertino – and towns in Santa Clara Valley, the County of Santa Clara, and the Santa Clara Valley Water District, share a common NPDES Municipal Stormwater Permit to discharge stormwater to South San Francisco Bay. The NPDES Municipal Stormwater Permit includes provisions requiring regulation of projects that create, add, or replace 10,000 square feet or more of impervious surface area are required to control post-development stormwater through source control and treatment control Best Management Practices (BMPs). As of December 1, 2011 LID Treatment Control Measures (TCMs) replaced formerly allowed post-construction/operation treatment control measures. LID is a stormwater management strategy designed to manage runoff as close to its source as possible. LID incorporates a variety of natural and built features to reduce the rate of surface water runoff, filter pollutants out of runoff, facilitate infiltration of water into the ground surface, and reuse the water on-site. TCMs will need to be comprised of bio-treatment, harvesting and re-use of runoff on-site, infiltration, and evapotranspiration. 7 Zone X is defined as areas of 0.2 percent annual chance flood; areas of one percent annual chance flood with average depths of less than one foot or with drainage areas less than one square mile; and areas protected by levees from one percent annual chance flood. Source: Federal Emergency Management Agency. Flood Insurance Rate Map. Map Number 06085C0209H. May 18, 2009. City of Cupertino 43 Addendum 382 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.9.2 Environmental Checklist and Discussion of Impacts HYDROLOGY AND WATER QUALITY NewNew Less Than New Less Same Less Impact Information Potentially SignificantThan Impact as Than Source(s)/ SignificantWith Mitigation Significant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Violate any water quality 1,2 standards or waste discharge requirements? 2)Substantially deplete 1,2 groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of pre- existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? 3)Substantially alter the existing 1,2 drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on-or off-site? 4)Substantially alter the existing 1,2 drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on-or off-site? 5)Create or contribute runoff 1,2 water which would exceed the capacity of existing or planned storm water drainage systems or provide substantial additional sources of polluted runoff? City of Cupertino 44 Addendum 383 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation HYDROLOGY AND WATER QUALITY NewNew Less Than New Less Same Less Impact Information PotentiallySignificantThan Impact as Than Source(s)/ SignificantWith Mitigation Significant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 6)Otherwise substantially 1,2 degrade water quality? 7)Place housing within a 100-1,2,4 year flood hazard area as mapped on a Federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? 8)Place within a 100-year flood 1,2,4 hazard area structures which would impede or redirect flood flows? 9)Expose people or structures to 1,2,4 a significant risk of loss, injury, or death involving flooding, including flooding as a result of the failure of a levee or dam? 10)Be subject to inundation by 2 seiche, tsunami, or mudflow? 3.9.2.1 Hydrology and Drainage A summary of the impervious and pervious surfaces on-site under existing and project conditions is provided in Table 11. As shown in the table, the revised project (as well as the 2008 project) would increase the amount of impervious surfaces on-site compared to existing conditions. The revised project would result in a greater increase in impervious surfaces compared to the 2008 project. Table 11: Summary of Impervious and Pervious Surfaces On-Site Impervious SurfacesPerviousSurfaces Acres Percentage Acres Percentage Existing Conditions 3.2 17 15.5 83 2008 Scheme 1 11.9 64 6.8 36 2012 Scheme 1 15.8 84 2.9 16 2008 Scheme 2 12.3 66 6.4 34 2012 Scheme 2 15.7 84 3.0 16 The project site is located in an area subject to hydromodification controls, which are defined in the Hydromodification Management Plan (HMP). The HMP requires that runoff controls be designed so City of Cupertino 45 Addendum 384 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation that post-project runoff shall not exceed estimated pre-project rates, durations, and volumes from the development site (Provision C.3F.i). The revised project (either scheme) proposes to incorporate a bioretention area to comply with the HMP. As a result, the amount of runoff from the project site would be the same under project conditions as existing conditions. Runoff from the project site (under existing and project conditions) flows to storm drain lines in Vallco Parkway and a storm drain line in Stevens Creek Boulevard. Under existing conditions, the 30-inch and 18-inch storm drain lines in Vallco Parkway (which both connect to the existing culvert) are over capacity. The project proposes to construct 24-inch storm drain lines parallel to the 30-inch and 18-inch storm drain lines in Vallco Parkway to divert site runoff from those lines. The proposed 24-inch storm drain lines would connect to the northern portion of existing box culvert in Finch Avenue. With the incorporation of the two proposed 24-inch storm drain lines, there would be sufficient storm drain system capacity to accommodate the runoff from the project site. This impact was disclosed in the certified 2009 Final EIR. The project, as revised, would not result in a new significant or more substantial hydrology or drainage impact than disclosed in the certified 2009 Final EIR. 3.9.2.2 Flooding As discussed in the 2009 Final EIR, the project site is not located within a dam failure inundation area. The project site is not subject to seiches or mudflows. Shallow flooding (less than one foot) would occur at the entire project site in the event of a 100-year flood due to spill over from Calabazas Creek at Miller Avenue. As identified in the 2009 Final EIR, the project includes the implementation of mitigation measures MM HYD – 1.1 through 1.3 to reduce flooding impacts to a less than significant level. The revised project would not result in a new significant or more substantial flood impact than disclosed in the certified 2009 Final EIR. 3.9.2.3 Water Quality Construction Related Impacts Like the 2008 project, construction of the revised project, as well as grading and excavation activities, may result in temporary impacts to surface water quality. Project grading and construction activities would affect the water quality of storm water surface runoff. Construction of the proposed buildings and paving of streets, pathways, and parking lots would also result in a disturbance to the underlying soils, thereby increasing the potential for sedimentation and erosion. When disturbance to underlying soils occurs, the surface runoff that flows across the site may contain sediments that are ultimately discharged into the storm drainage system. This impact is the same as for the 2008 project. As identified in the 2009 Final EIR, the project proposes to implement mitigation measure MM HYD – 2.1 to reduce construction-related water quality impacts to a less than significant level. City of Cupertino 46 Addendum 385 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Post-Construction Impacts The amount of impervious surfaces on the site, including buildings and paved areas, would increase by 12.6 acres under 2012 Scheme 1 and 12.5 acres under 2012 Scheme 2 (refer to Table 11). The amount of pollution carried by runoff from buildings and pavement, therefore, would also increase accordingly. As outlined in Section 3.9.2.1, the revised project would include runoff controls and LID measures consistent with updated requirements in the City’s Municipal NPDES permit. These measures would reduce peak runoff and provide for additional non-point source pollution controls. The revised project, therefore, would not result in new significant or more substantial water quality impacts than disclosed in the certified 2009 Final EIR. As identified in the 2009 Final EIR, the project includes the implementation of mitigation measures MM HYD – 2.2 through 2.6. It is anticipated that the BMPs on-site will include bioretention areas. 3.9.3 Conclusion The revised project (either scheme) would not result in new significant or more substantial hydrology (No New Impact) and water quality impacts than disclosed in the certified 2009 Final EIR. City of Cupertino 47 Addendum 386 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.10 LAND USE 3.10.1 Existing Setting The existing land use setting, including regulatory framework, has not substantially changed since the certification of the 2009 Final EIR. Please refer to the 2009 Final EIR for a complete description of the existing land use conditions. Since the certification of the 2009 Final EIR, however, the City has rezoned the project site to Planned Development (General Commercial, Professional Office, Light Industrial, and Residential), or P(CG, OP, ML, Res), in January 2012. This zoning designation allows for the same land uses as the previous zoning (I-Z-83). The zoning was updated on the project site to correspond the City’s current zoning ordinance. 3.10.2 Environmental Checklist and Discussion of Impacts LAND USE NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Physically divide an 1,2 established community? 2)Conflict with any applicable 1,2 land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? 3)Conflict with any applicable 1,2 habitat conservation plan or natural community conservation plan? 3.10.2.1 Consistency with General Plan and Zoning Ordinance General Plan Heart of the City Specific Plan and Vallco Park South Area The project site is located within the Heart of the City Specific Plan. The Heart of the City development allocations are the combined allocations of the Vallco Park South and City Center subareas. The available allocations for development in the Heart of the City Specific Plan are as follows: 105,870 square feet for commercial uses (zero square feet available in the Vallco Park South City of Cupertino 48 Addendum 387 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation subarea), 11,456 square feet for non-corporate office uses (zero square feet available in the Vallco Park South subarea), 308 units for residential uses (240 units available in the Vallco Park South subarea). The available allocations already reflect development approved for the project site in 2008. 2012 Scheme 1 would require additional allocations for 192,000 square feet of office uses. 2012 Scheme 2 would require additional allocations for 192,000 square feet of office uses and 88 residential units. There are not sufficient development allocations in the Heart of the City for the additional office space proposed by the revised project. There are sufficient residential allocations for the revised project in Heart of the City and Vallco Park South subarea. Per General Plan Policy 2-20, Strategy 4, the City allows flexibility among the allocations assigned to each geographic area and allocations may be redistributed from one geographic area to another if necessary and if no significant environmental impacts, particularly significant traffic impact, are identified. The revised project (compared to the approved 2008 project) would require additional office allocation from other areas of the City. City-wide, there are approximately 170,591 square feet of available non-corporate office uses and 663,053 square feet of major employer office uses available. The project would require major employer office allocations. As a condition of the project, the City shall require the project applicant to demonstrate that the office user(s) on-site would provide General Plan defined fiscal benefits to the City. Like the 2008 project, the revised Sections 3.3 Air project would result in significant transportation and air quality impacts (refer to Quality3.16 Transportation and). However, as discussed in the 2009 Final EIR, these impacts would not be unique to this location. The traffic impacts occur under existing and background conditions (i.e., without project traffic). Development in a relatively wide area of Cupertino could result in traffic impacts at the same locations. Similar to the 2008 project, the revised project is generally consistent with General Plan Policy 2-20, Strategy 4. The Heart of the City Specific Plan identifies a maximum residential density of 35 dwelling units per acre (du/ac) for the Vallco Park South Area. The residential density for 2012 Scheme 1 (143 senior units proposed) is 28 du/ac. The residential density for 2012 Scheme 2 (143 senior units and 105 market-rate units proposed) is 35 du/ac. The revised project, therefore, is consistent with the Heart of the City Specific Plan residential density requirement. The Heart of the City Specific Plan also includes requirements for building height, setbacks, orientation, site development, parking, open space, landscaping, and screening. The project would meet the requirements of the Heart of the City Specific Plan including the following: Maximum building height of 60 feet; Minimum setback requirements, including a setback of 35 feet and a 1.5:1 (1.5 foot setback for every 1 foot of building height) building envelope along Stevens Creek and Tantau Avenue; No visible parking garages along Stevens Creek Boulevard; Minimum open space requirements; and Easement of 26 feet in width along Stevens Creek Boulevard for landscaping and sidewalks. City of Cupertino 49 Addendum 388 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation South Vallco Park Master Plan The South Vallco Park Master Plan sets forth recommendations for streetscape design, crosswalk enhancements, landscaping, lighting, way finding, signage, and street furniture to improve the overall character and identity of the Vallco Park South Area. The revised project is consistent with the South Vallco Master Plan and its policies that promote automobile-alternative modes of transportation, sustainability and energy efficiency, use of drought- tolerant plants, orientation of retail uses to the street, modification of existing streets to be more pedestrian-friendly (i.e., the narrowing of Vallco Parkway), and land uses consistent with the General Plan. Land Use Designation Overall, the revised project (both schemes) is generally consistent with the City’s General Plan land use designation, which allows for a mix of uses including commercial, office, and residential uses. The revised project is generally consistent with the City’s General Plan as the 2008 project analyzed in the 2009 Final EIR. Zoning Ordinance The project site is zoned P(CG, OP, ML, Res). The planned development zoning for the site allows the uses allowed under the CG – General Commercial, OP – Professional Office, ML – Light Industrial,and Res – Residential zoning designations. The proposed retail (including athletic club), office, residential, and hotel uses are allowed under the existing zoning designation on-site. 3.10.2.2 Land Use Compatibility Land use conflicts can arise from two basic causes: 1) conditions on or near the project site may have impacts on the persons or development introduced onto the site by the new project. Both of these circumstances are aspects of land use compatibility; or 2) a new development or land use may cause impacts to persons or the physical environment in the vicinity of the project site or elsewhere. Potential incompatibility may arise from placing a particular development or land use at an inappropriate location, or from some aspect of the project’s design or scope. The discussion below distinguishes between potential impacts from the proposed project upon people and the physical environment, and potential impacts from the project’s surroundings upon the project itself. City of Cupertino 50 Addendum 389 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Impacts From the Project The surrounding land uses include office, commercial, and residential uses. The project site is separated from the office, commercial, and residential uses north, east, and south of the site by Vallco Parkway (which is proposed to be reduced from six to three lanes), Tantau Avenue (a four- lane roadway), and Stevens Creek Boulevard (a six-lane roadway). The project is adjacent to the west to an existing mixed residential and commercial development (Metropolitan Project) and a vacant site currently under construction for a mixed residential and commercial project (Rosebowl Project). The Metropolitan and Rosebowl sites are shown on Figure 3. The revised project (under either scheme) proposes land uses that are similar to the existing, surrounding land uses (see Figure 3); therefore, the revised project would not physically divide an established community. Interface with the Metropolitan Project The Metropolitan project is a mixed residential and commercial project. There are three-story residential buildings on the Metropolitan site that abuts the project site. The proposed senior housing and open space located on the west side of the project site would be adjacent to the Metropolitan buildings, under both 2012 schemes. The Metropolitan residences would be located at least 40 feet from the proposed senior housing units on the project site. The proposed senior housing units would have windows and private outdoor balconies facing the Metropolitan site. Landscaping is proposed between the senior housing building and the property line shared with the Metropolitan site. Given the setback, landscape buffer, and similar land use (e.g., residential) interfacing between the adjacent Metropolitan site and the project site, implementation of the revised project would result in the same interface with the Metropolitan site as the 2008 project. The revised project, therefore, would not result in a new significant or more substantial land use compatibility impact at this location than identified in the certified 2009 Final EIR. Interface with the Rosebowl Project (Under Construction) The Rosebowl project is a mixed residential and commercial development currently under construction west of the project site. The buildings will be up to six stories tall. The development on the Rosebowl site adjacent to the project site will consist of retail uses and parking on the ground floor and residential uses on the upper five floors. The Rosebowl residential uses would include balconies and windows facing the project site. Under2012 Scheme 1, two one-story retail buildings (including a covered truck loading dock) or one two-story athletic club would abut the Rosebowl site. No windows are proposed on the west facade of the retail buildings facing the Rosebowl site. Windows, however, are proposed on the west facade of the athletic club if developed instead of the retail buildings at the northwest corner of the site under2012 Scheme 1. Under2012 Scheme 2, a four-story residential building would be constructed adjacent to the Rosebowl site. The residential building would have windows and outdoor balconies on the western facade of the building facing the Rosebowl site. City of Cupertino 51 Addendum 390 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation In both 2012 schemes, the proposed uses (retail, athletic club, or residential) would be setback from the property by 10 feet. As shown on the conceptual site plans (see Figures 4 and 5), the project proposes to plant trees and landscaping within the 10-foot setback area. The total distance between the buildings on the Rosebowl site and the project site would be approximately 65 feet. These design elements (building setback, landscaping buffer, enclosed loading dock, no windows on the west facade of the retail buildings facing the Rosebowl site) would reduce noise and visual intrusion effects between the Rosebowl development and the revised project. A discussion of noise impacts is Section 3.12 Noise provided in of this Addendum. The revised project’s interface with the Rosebowl site is similar to that disclosed in the certified 2009 Final EIR. The revised project, therefore, would not result in a new significant or more substantial land use compatibility impact at this location than identified in the certified 2009 Final EIR. Impacts to the Project Roadways Vallco Parkway is north of the site, Tantau is east of the site, Stevens Creek Boulevard is south of the site, and Finch Avenue extends through the site.The compatibility of the existing roadways and the proposed project is primarily a function of impacts from air pollutant emissions and noise from Sections 3.3, 3.12 vehicular traffic. Air quality, noise, and transportation impacts are discussed in 3.16 and, respectively, in this Addendum. The revised project would result in similar air quality, noise, and transportation impacts as the 2008 project. Impacts Within the Project It is not anticipated that land use compatibility issues would arise between the proposed retail/commercial, office, and hotel uses because they are similar in nature and not considered sensitive land uses. However, in both 2012 schemes, the project proposes residential uses near retail/athletic club and open space/park uses. Residential Uses and Retail/Athletic Club Uses A fully enclosed at-grade loading area is proposed at the northwest corner of the proposed retail building in 2012 Scheme 1. The loading areas for all other retail uses would be through the front doors facing away from the proposed residential uses on-site and are intended for daytime package and mail delivery trucks (UPS/FedEx), not for heavy or early morning loading. Garbage and recycling for the residential and retail uses would be located in enclosed areas within each building. The enclosure of the garbage and recycling collection area and the fact that deliveries to the retail uses would be in a fully enclosed loading area or through the front doors facing away from the residential uses would avoid and reduce possible land use compatibility impacts between the proposed residential and retail uses. This less than significant impact between the proposed residential and retail/athletic club uses on-site is similar to what was disclosed in the certified 2009 Final EIR. City of Cupertino 52 Addendum 391 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Residential Uses and Open Space/Park Use Both 2012 project schemes include a private open space area adjacent to the proposed residential building(s) that would have an easement for public use and access and be utilized as a park. The park is intended to be local serving and utilized by the proposed project and the surrounding neighborhood. The specific design and uses of the park are unknown at this time and will be reviewed and determined by the City at a later date. For this reason, the park design and uses are not analyzed in this Addendum and require subsequent environmental review if other than passive uses are proposed. In general, park uses are compatible with residential uses. The normal sounds of people interacting and/or playing in parks are a part of expected activities within residential areas. Examples of design and operational features of parks that can result in land use conflicts with adjacent residential uses include nighttime lighting of playing fields, amplified sound systems, extended hours of activities allowed by nighttime lighting, localized traffic congestion or operational issues associated with traffic generated by organized sports practices or games, and security or law enforcement issues. Environmental and site design review of the City of Cupertino Parks and Recreational Commission, Environmental Review Committee, Planning Commission, and City Council will be required at the time specific uses and design are proposed. Any potential conflicts or impacts associated with lighting, parking and access, hours of operation, site visibility and security will need to be addressed through the City’s environmental and architectural review process at that time. Parks are compatible with residential land uses as reflected in the City’s General Plan. The City’s design review process will further ensure that the specific park design will not result in significant land use impacts to adjacent future residential uses or the adjacent Metropolitan mixed use project. This less than significant impact between the proposed residential and open space/park uses on-site is similar to what was disclosed in the certified 2009 Final EIR. 3.10.3 Conclusion The revised project (either scheme) would not result in new significant or more substantial land use (No New Impact) impacts than disclosed in the certified 2009 Final EIR. City of Cupertino 53 Addendum 392 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.11 MINERAL RESOURCES 3.11.1 Existing Setting The existing mineral resources conditions at the project site have not changed since the certification of the 2009 Final EIR. The project site does not contain known mineral resources. 3.11.2 Environmental Checklist and Discussion of Impacts MINERAL RESOURCES NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Result in the loss of 2 availability of a known mineral resource that would be of value to the region and the residents of the state? 2)Result in the loss of 2 availability of a locally- important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? As discussed in the 2009 Final EIR, the project site is not located within an identified mineral resources area and, therefore, development of the revised project would not result in the loss of availability of a known mineral resource. The revised project would not result in a new significant or more substantial mineral resources impact than disclosed in the certified 2009 Final EIR. 3.11.3 Conclusion The revised project would not result in a new significant or more substantial mineral resources (No New Impact) impact than disclosed in the certified 2009 Final EIR. City of Cupertino 54 Addendum 393 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.12 NOISE AND VIBRATION 3.12.1 Existing Setting The existing noise setting, including regulatory framework, has not substantially changed since the certification of the 2009 Final EIR. Please refer to the 2009 Final EIR for a complete description of the existing noise conditions. 3.12.2 Environmental Checklist and Discussion of Impacts NOISE AND VIBRATION NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project result in: 1)Exposure of persons to or 1,2 generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? 2)Exposure of persons to, or 1,2 generation of, excessive groundborne vibration or groundborne noise levels? 3)A substantial permanent 1,2 increase in ambient noise levels in the project vicinity above levels existing without the project? 4)A substantial temporary or 1,2 periodic increase in ambient noise levels in the project vicinity above levels existing without the project? 5)For a project located within 2 an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? City of Cupertino 55 Addendum 394 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation NOISE AND VIBRATION NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project result in: 6)For a project within the 2 vicinity of a private airstrip, would the project expose people residing or working in the project area to excessive noise levels? 3.12.2.1 Noise Impacts to the Project Exterior Noise Impacts The primary noise source in the project area is vehicular traffic on Stevens Creek Boulevard and other roadways in the area. The existing day/night average at the site is 60-61 dBA. According to the City’s General Plan, office and commercial centers are considered “normally acceptable” in noise environments of up to 70 dBA DNL. Based on the existing noise levels and the noise analysis completed for the 2009 Final EIR, it is estimated that the proposed office and retail 8 uses (both schemes) would be exposed to exterior noise levels of up to 65 dBA. Therefore, the proposed office and retail uses would not be exposed to exterior noise levels above the City’s standards for those uses. The City’s General Plan identifies noise levels of up to 65 dBA DNL for multi-family residential and transient lodging (motels and hotels) as “normally acceptable.” Based on the existing noise levels and the noise analysis completed for the 2009 Final EIR, it is estimated that the residential and hotel uses would be subject to noise levels of 63 dBA DNL on the first floor and 65 dBA DNL on the upper floors. The proposed residential and hotel uses, therefore, would not be exposed to exterior noise levels above the City’s standards for those uses. The interior courtyards proposed with the senior housing and market-rate apartment building is located interior to the buildings. Given the acoustical shielding provided by the proposed buildings, it is estimated that the noise levels at these interior courtyards would be less than 65 dBA DNL. The exterior noise level at these interior courtyards would not exceed the City’s standard of 65 dBA DNL for residential private outdoor use areas. According to the City’s General Plan, playgrounds and neighborhood parks are considered “normally acceptable” in noise environments up to 70 dBA DNL. It is estimated that the proposed private open space in both schemes (see park and town square use on Figures 4 and 5) would be exposed to noise levels of up to 65 dBA, which is considered acceptable for this use by the City. 8 It is estimated that the exterior noise level on the ground floor would be 62-63 dBA DNL and 64-65 dBA DNL at the upper floors of the office buildings. City of Cupertino 56 Addendum 395 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation The revised project would result in similar exterior noise impacts as disclosed in the certified 2009 Final EIR. The revised project would not result in new significant or more substantial exterior noise impacts than disclosed in the certified 2009 Final EIR. Interior Noise Impacts Like the project schemes evaluated in the 2009 Final EIR, exterior noise levels at the facade of the residential and hotel buildings would be up to 65 dBA DNL on the upper floors. In exterior noise environments of 65 dBA DNL or less, interior noise levels can typically be maintained below City and State standards of 45 dBA DNL for residential and hotel uses with the incorporation of an adequate forced air mechanical ventilation system in each room. As identified in the 2009 Final EIR, the project includes implementation of mitigation measures MM NOI – 1.1 through 1.3 to ensure interior noise impacts at the residential and hotel uses are 45 dBA DNL or less. The revised project would result in similar interior noise impacts as disclosed in the certified 2009 Final EIR. The revised project would not result in a new significant or more substantial interior noise impact than disclosed in the certified 2009 Final EIR. 3.12.2.2 Noise and Vibration Impacts From the Project Construction-Related Noise Impacts The construction of the revised project, if approved, is anticipated to take approximately 27 months. Noise resulting from project construction activities would be highest during the site preparation and infrastructure phases of construction when earth-moving equipment such as graders, loaders, and excavators operate over extended periods of time in areas adjoining the existing multi-family residences approximately 20 feet west of the project site (Metropolitan Project). Construction of the proposed uses (park, retail, and residential uses) adjacent to the existing multi-family residences would also result in high construction noise levels. As stated in the 2009 Final EIR, a substantial temporary noise level increase would occur where noise from construction activities exceeds 60 dBA L and the ambient noise environment by at least eq five dBA L at noise-sensitive uses in the project vicinity for a period of one year or more. It is eq estimated that construction-related noise levels could exceed 60 dBA L and ambient daytime noise eq conditions at the nearest receivers by five dBA L or more when busy construction occurs within eq approximately 1,250 feet of the nearest receivers. As identified in the 2009 Final EIR, the ambient noise environment would be substantially increased on a temporary basis as a result of project construction. The revised project would result in similar construction noise impacts as disclosed in the certified 2009 Final EIR because setbacks between existing residential uses and new structures and the total amount of development on the site would be similar. The revised project would not result in new City of Cupertino 57 Addendum 396 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation significant or more substantial construction noise impacts than disclosed in the certified 2009 Final EIR. As identified in the 2009 Final EIR, the project includes the implementation of mitigation measures MM NOI – 2.1 through 2.14 would reduce construction-related noise impacts to a less than significant level. Construction-Related Vibration Impacts As with the 2008 project, the construction of the revised project (either scheme) may generate perceptible vibration when heavy equipment or impact tools (e.g. jackhammers, pile drivers) are used in the vicinity of sensitive land uses (e.g., existing residential uses approximately 20 feet west of the project site). Groundborne vibration generated by construction activities would not be expected to result in cosmetic or structural damage due to the distance between construction equipment and existing buildings. For these reasons, the vibration generated by construction activities would remain a less than significant impact. The revised project would result in similar vibration impacts as disclosed in the certified 2009 Final EIR. The revised project would not result in new significant or more substantial vibration impacts than disclosed in the certified 2009 Final EIR. Project-Generated Traffic Noise Noise levels in the project vicinity are projected to increase assuming the construction and operation of already approved projects in the area. The review of the traffic data indicates that the project would not substantially increase noise levels above background noise levels (noise levels generated by existing traffic and traffic generated by approved but not yet developed projects) without the project. As with the 2008 project, it is estimated that the revised project (either scheme) would result in traffic noise level increases on area roadways ranging from zero to two dBA DNL. A noise increase of three dBA or greater is considered a significant impact. Therefore, the up to two dBA DNL increase in ambient noise levels from project-generated traffic is a less than significant impact. The revised project would result in similar project-generated noise levels as disclosed in the certified 2009 Final EIR. The revised project would not result in new significant or more substantial project- generated traffic noise impacts than disclosed in the certified 2009 Final EIR. 3.12.2.3 Noise Impacts Within the Project Residential/Commercial Interface The City of Cupertino’s Municipal Code restricts noise generated by non-transportation sources to a maximum level of 60 dBA L during the daytime and 50 dBA L at night when measured in a eqeq residential area. The Municipal Code also regulates noise from idling vehicles and commercial deliveries. The proposed hotel and residential uses (both 2012 schemes) are in proximity to proposed retail uses (possibly including an athletic club) and parking garages. In addition, adjacent residential uses (existing and planned residences on the Metropolitan and Rosebowl sites) would also be in proximity City of Cupertino 58 Addendum 397 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation to retail uses proposed on-site. As identified in the 2009 Final EIR, noise levels in the vicinity of noise-generating uses (retail uses, possible athletic club, and parking garages) would exceed 60 dBA L during the daytime or 50 dBA L at night. eqeq The proposed retail (including possible athletic club in 2012 Scheme 1 only) and parking garages would generate daytime and/or nighttime noise levels above the City’s maximum noise standards of 60 dBA L during the daytime and 50 dBA L at existing, planned, and proposed residential uses on eqeq or adjacent to the project site. The revised project would result in the same residential/commercial interface noise impacts as disclosed in the certified 2009 Final EIR. The revised project would not result in new significant or more substantial noise impacts within and adjacent to the project site than disclosed in the certified 2009 Final EIR. As identified in the 2009 Final EIR, the project includes the implementation of mitigation measures MM NOI – 3.1 through 3.4 to reduce noise impacts between the proposed retail uses and parking garages and existing, planned, and proposes residential/hotel uses adjacent to and on-site to a less than significant level. 3.12.3 Conclusion The revised project would not result in new significant or more substantial noise or vibration impacts (No New Impact) than disclosed in the certified 2009 Final EIR. City of Cupertino 59 Addendum 398 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.13 POPULATION AND HOUSING 3.13.1 Existing Setting The existing population and housing setting has not substantially changed since the certification of the 2009 Final EIR. Based on information from the Department of Finance, the City of Cupertino population was estimated to be approximately 56,300 in 2008 and 58,750 in 2011, which is a four 9 percent increase in estimated population. The project site is located within the Vallco Park South subarea of the Heart of the City Specific Plan area. Based on the City’s General Plan development allocations, as well existing development and development allocations already distributed, 240 additional residential units are allowed in the Vallco Park South subarea. The remaining 240 residential allocations already reflect the distribution of 160 residential units for the previously approved 2008 project. 3.13.2 Environmental Checklist and Discussion POPULATION AND HOUSING NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigation Significant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Induce substantial 1,2 population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? 2)Displace substantial 1,2 numbers of existing housing, necessitating the construction of replacement housing elsewhere? 3)Displace substantial 1,2 numbers of people, necessitating the construction of replacement housing elsewhere? 9 Source: 1) State of California, Department of Finance. E-4 Population Estimates for Cities, Counties and the State, 2001-2010, with 2000 & 2010 Census Counts. September 2011. Available here: http://www.dof.ca.gov/research/demographic/reports/estimates/e-4/2001-10/view.php. 2) State of California, Department of Finance. E-1 Population Estimates for Cities, Counties and the State with Annual Percent Change — January 1, 2010 and 2011. May 2011. Available here: http://www.dof.ca.gov/research/demographic/reports/estimates/e-1/view.php. City of Cupertino 60 Addendum 399 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Both 2008 Schemes evaluated in the 2009 Final EIR included 160 units of senior housing. Residential uses under 2012 Scheme 1 could result in a slight decrease in residential units and residents if 143 senior units were constructed. If 120 market-rate apartments are built under 2012 Scheme 1, the number of residential units would also decrease. The residential population could be slightly greater if the occupancy rate for the market rate housing approaches the citywide average of 10 about 2.9 residents per household. The residential population on the site would increase under 2012 Scheme 2 (143 senior units and 105 market rate units, or 248 residential units total) as the total number of units would exceed the 160 senior units previously addressed in the 2009 Final EIR. As noted in Section 3.13.1, the distribution of 160 residential units for the previously approved project have already been accounted for in the Vallco Park South subarea of the Heart of the City Specific Plan Area.2012 Scheme 1 would fall within the existing allocation for this planning area. 2012 Scheme 2 would require allocation of an additional 88 residential units in the Vallco Park South subarea. Residential populations under 2012 Scheme 2 would not exceed the available residential allocation of 240 additional residential units for the Vallco Park South subarea. Under both 2012 Scheme 1 and 2012 Scheme 2, retail uses would be reduced and office uses would 11 be increased compared to the schemes evaluated in the 2009 Final EIR. Overall, on-site jobs would decrease an estimated 15 percent under 2012 Scheme 1 and an estimated 17 percent under 2012 Scheme 2 compared to the 2008 project. Although the housing and jobs growth associated with the project would be modified and could be incrementally higher (2012 Scheme 2 only), the development and growth associated with the 2012 project schemes is already accounted for in the City’s General Plan (2005) and therefore, the revised project would not induce unplanned growth in jobs or housing within the City. The revised project would have a less than significant impact on population and housing, as disclosed for the 2008 project in the certified 2009 Final EIR. The revised project would not result in new significant or more substantial population and housing impacts than disclosed in the certified 2009 Final EIR. 3.13.3 Conclusion The revised project would not result in new significant or more substantial population and housing (New Less Than Significant Impact) impacts than disclosed in the certified 2009 Final EIR. 10 The average household size in Cupertino is 2.9 persons per household (Source: State of California, Department of Finance. E-5 Population and Housing Estimates for Cities, Counties, and the State, 2010-2011, with 2010 Benchmark. May 2011. Available here: http://www.dof.ca.gov/research/demographic/reports/estimates/e-5/2011- 20/view.php.) 11 The estimated number of jobs from the project were based on the following assumptions: 1) the average number of employees per office square footage is one employee per 300 square feet (Source: California Water Service Company. Addendum No. 1 SB 610 Water Supply Assessment for Main Street Cupertino Development Project. March 5, 2012.); 2) the average number of retail employees per square foot is one employee per 945 square feet (Source: U.S. Energy Information Administration. “Retail and Service Buildings.” January 3, 2001. Available here: http://www.eia.gov/emeu/consumptionbriefs/cbecs/pbawebsite/retailserv/retserv_howmanyempl.htm.); and 3) the average number of employees per hotel room is 13 employees per room. City of Cupertino 61 Addendum 400 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.14 PUBLIC SERVICES 3.14.1 Existing Setting The existing public services setting has not substantially changed since the certification of the 2009 Final EIR in December 2008. Please refer to the 2009 Final EIR for a complete description of the existing public services conditions. 3.14.2 Environmental Checklist and Discussion PUBLIC SERVICES NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, the need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: 1,2 Fire Protection? 1,2 Police Protection? 1,2,5 Schools? 1,2 Parks? 1,2 Other Public Facilities? 3.14.2.1 Fire and Police Services The project site is located within an urbanized area of Cupertino that is served by the Santa Clara Section 3.13 County Fire Department and the Santa Clara County Sheriff’s Office. As discussed in Population and Housing , the revised project would result in an incrementally higher number of residents and employees on-site compared to the 2008 project. Therefore, the demand for fire and police services for the revised project would be incrementally higher compared to the 2008 project. City of Cupertino 62 Addendum 401 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation The additional service demands generated by the revised project, however, are not considered substantial and would not require construction of additional fire or police facilities. The revised project would not result in a new significant or more substantial impact to fire and police services than disclosed in the certified 2009 Final EIR. 3.14.2.2 Schools The following discussion is based upon a school impact analysis prepared by Schoolhouse Services in January 2012 (Appendix B). The revised project would allow for the development of up to 120 market-rate apartments that would generate new students. Both schemes would also allow for 143 senior housing units, but the senior housing units would not generate school aged children. The project site is located within the Cupertino Union School District and the Fremont Union High School District. Based on the school impact analysis completed for the project (refer to Appendix B), students from the project would likely attend Sedgwick Elementary School and Hyde Middle School which are in the Cupertino Union School District, and Cupertino High School which is in the Fremont Union High School District. It is estimated that 120 market-rate units would generate approximately 18 elementary school students, seven middle school students, and seven high school students. Currently, the local schools that project students would attend are overcapacity. Improvements to Sedgwick Elementary School, Hyde Middle School, and Cupertino High School to accommodate future student enrollment (including project generated students) are being considered and/or approved but not yet constructed (refer to Appendix B for more detail). In accordance with California Government Code Section 65996, the developer shall pay a school impact fee to the Cupertino Union Elementary School District and the Fremont Union High School District to offset the increased demands on school facilities caused by the proposed project. As analyzed and described in the school impact analysis (refer to Appendix B), the school impact fee and property tax the project would pay to the school districts would cover the combined cost of the facility improvements and operating cost for the project-generated students. The School Impact Fee program is considered under state law as an acceptable method of offsetting a project’s effect on the adequacy of school facilities, with the individual school districts responsible for implementing school facilities improvements. The revised project could generate new elementary, middle school, and high school students if market rate apartments are built and occupied. The effects of new students on local school facilities was not addressed in the 2009 Final EIR as only senior housing was proposed at that time. As described above, the school impact fees and property tax paid by the project would cover the cost of facility improvements and operating cost for the project-generated students. Inclusion of market rate apartments in the 2012 project schemes, therefore, would not result in a new significant impact to schools. The revised project would result in a new less than significant impact on school facilities. City of Cupertino 63 Addendum 402 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.14.2.3 Parks According to the City’s parkland dedication requirements, the development of senior housing is required to provide 0.003 acres of parkland per unit and the development of market-rate housing (specifically apartments) is required to provide 0.0054 acres of parkland per unit (Municipal Code Section 18.24.060). 2012 Scheme 1 includes 143 senior housing units or 120 market-rate apartment units and would be required to provide approximately 0.43 acres of parkland if the senior units are developed or 0.648 acres of parkland if the market-rate units are developed. 2012 Scheme 2 proposed 143 senior housing units and 105 market-rate units and would be required to provide approximately 1.0 acres of parkland if developed. The revised project proposes a total of 1.55 acres of private open space, including a 0.8-acre town square for public gatherings and 0.75-acre park. The proposed private open spaces are intended to be local serving by the proposed project and surrounding neighborhood. The private open space would have an easement that would allow public use and access. Because the project would provide open space for local uses, including public gatherings, it is not anticipated that the project would substantially increase use of existing park facilities, result in the physical deterioration (or degradation) of park facilities, or require the construction of new facilities other than that proposed by the project and evaluated in this Addendum. Like the 2008 project, the revised project would mitigate its park facilities impacts by providing publicly accessible open space and town square to satisfy the City’s park requirements outlined in the Municipal Code (Section 18.24.060). The revised project would result in similar impacts to park facilities as disclosed in the certified 2009 Final EIR. The revised project would not result in a new significant or more substantial impact to parks than disclosed in the certified 2009 Final EIR. 3.14.3 Conclusion The revised project would not result in a new significant or more substantial impact to public (Less Than Significant Impact) services than disclosed in the certified 2009 Final EIR. City of Cupertino 64 Addendum 403 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.15 RECREATION 3.15.1 Existing Setting The existing recreation setting has not substantially changed since the certification of the 2009 Final EIR. Please refer to the 2009 Final EIR for a complete description of the existing recreational conditions. 3.15.2 Environmental Checklist and Discussion RECREATION NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Increase the use of existing 1,2 neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? 2)Does the project include 1,2 recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? There are no public parks located within the project site area. The revised project includes a total of 1.55 acres of private open space, with an easement that would allow public use and access (see park and town square on Figures 4 and 5). The proposed 0.75-acre park is the same size park that was proposed by the 2008 project and approved by the City Council in January 2009. The private open spaces on the project site is intended to be local serving and utilized by the proposed project and the surrounding neighborhood. The proposed private open spaces are a town square and park (refer to Figures 4 and 5). It is envisioned that the town square would be used for public gatherings and events and the park on Stevens Creek Boulevard would be open to the public. The impacts of construction if the town square portion of the private open space are addressed as part of this project in this Addendum. The uses of the proposed open space on Stevens Creek Boulevard are not known at this time. Environmental impacts of park uses at this location will be determined at a later date and will require subsequent environmental review if other than passive uses are proposed. The proposed open space, as well as the common open space areas proposed within the residential buildings on-site, would reduce and avoid substantial physical impacts to existing public gathering City of Cupertino 65 Addendum 404 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation places in neighborhood parks. The proposed open space and the project’s compliance with the City’s Section 3.14 Public Services) parkland dedication/payment of in-lieu fees (refer to would off-set substantial recreational impacts. The revised project would result in similar recreation impacts as disclosed in the certified 2009 Final EIR. The revised project would not result in a new significant or more substantial impact to recreational facilities than disclosed in the certified 2009 Final EIR. 3.15.3 Conclusion The revised project would not result in a new significant or more substantial impact to recreational (No New Impact) facilities than disclosed in the certified 2009 Final EIR. City of Cupertino 66 Addendum 405 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.16 TRANSPORTATION Revised traffic analyses were prepared by Fehr & Peers in February and March 2012 to evaluate if the revised project would have new significant transportation impacts or a substantial increase in severity of a previously identified impact in the certified 2009 Final EIR. Copy of these reports are included in Appendix C of this Addendum. 3.16.1 Existing Setting The existing transportation setting, including thresholds of significance and existing (and background) level of service for study intersections, has not substantially changed since the certification of the 2009 Final EIR. Please refer to the 2009 Final EIR for a complete description of the existing transportation conditions. 3.16.2 Environmental Checklist and Discussion of Impacts TRANSPORTATION/TRAFFIC NewNew Less Than New Less Same Less Impact Information PotentiallySignificantThan Impact as Than Source(s)/ SignificantWith Mitigation Significant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Conflict with an applicable 1,2,6,7 plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non- motorized travel and relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? City of Cupertino 67 Addendum 406 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation TRANSPORTATION/TRAFFIC NewNew Less Than New Less Same Less Impact Information PotentiallySignificantThan Impact as Than Source(s)/ SignificantWith Mitigation Significant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 2)Conflict with an applicable 1,2,6 congestion management program, including, but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? 3)Result in a change in air 1,2 traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? 4)Substantially increase 1,2 hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatible land uses (e.g., farm equipment)? 5)Result in inadequate 1,2 emergency access? 6)Conflict with adopted 1,2,6,7 policies, plans, or programs regarding public transit, bicycle, or pedestrian facilities, or otherwise decrease the performance or safety of such facilities? City of Cupertino 68 Addendum 407 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.16.2.1 Project Condition Comparison This section evaluates traffic under project conditions. Project conditions are defined as existing traffic volumes plus trips from approved but not yet constructed developments (background conditions), plus traffic generated by the proposed project. Traffic Estimates The amount of traffic added to the roadway system by a proposed project is estimated using a three- step process: (1) trip generation, (2) trip distribution, and (3) trip assignment. The first step estimates the amount of added traffic to the roadway network. The second step estimates the direction of travel to and from the project site. The trips are assigned to specific street segments and intersection turning movements during the third step. Trip Generation The amount of traffic added to the surrounding roadway system by the revised project (both schemes) was estimated by applying appropriate AM and PM peak hour trip generation rates th12 published in Trip Generation (8 Edition) by the Institute of Transportation Engineers (ITE). Table 12 provides a summary of the total average daily trips, as well as the AM and PM peak hour trips for the project under 2008 and 2012 schemes. Both 2012 schemes would generate more AM peak hour trips than the 2008 schemes. In the PM peak hour, the number of outbound trips under 2012 Scheme 1 would be slightly higher than 2008 Scheme 1. Detailed trip generation estimates are presented in Appendix C of this Addendum. Trip Distribution and Assignment Traffic generated by the 2012 schemes was added to the surrounding roadway network using the trip distribution and assignment assumptions used in the 2009 Final EIR, with minor adjustment to account for the driveway locations for the revised project. Refer to Appendix C for more detail. 12 The amount of traffic generated by the 2008 project schemes analyzed in the 2008 Final EIR were estimated using th rates published in Trip Generation, 7 Edition by the ITE. The trip generation estimates for the health/athletic club analyzed in the 2008 Final EIR were based on trip generation data specifically for Lifetime Fitness Centers. The revised project includes a health/athletic club but not a Lifetime Fitness Center; therefore, ITE trip generation rates were used for this project of the revised project. ITE rates are for a typical health club facility with private ownership, indoor recreational activities and a membership which allows access to the general public. City of Cupertino 69 Addendum 408 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Table 12: Summary of Project Trip Generation AM Peak Hour PM Peak Hour Average Scheme Daily Trips In Out TotalIn Out Total 2008 Scheme 1 13,751 423199 622 591673 1,264 527203 730 686 2012 Scheme 1* 10,938 4761,162 2008 Scheme 2 10,692 450133 583 408628 1,036 501171 672 2012 Scheme 2** 9,821 389623 1,012 Bold Notes:text indicates a higher trip generation in a 2012 scheme than the 2008 schemes. *2012 Scheme 1 allows for a 60,000 square foot athletic club or 60,000 square feet of additional retail and 143 senior units or 120 market-rate units (refer to Table 1). The trip generation for this scheme assumed the highest trip generating uses which are the athletic club and market-rate units. Refer to Appendix C for more detail. ** 2012 Scheme 2 includes the development of 105 market-rate apartment units. The traffic report reflects 120 (instead of the proposed 105) apartment units. Therefore, the traffic impact analysis for 2012 Scheme 2 is conservative. Roadway Changes Roadway changes under the 2012 schemes would be the same as the described in the 2009 Final EIR for the 2008 schemes. However, under the 2012 schemes, Vallco Parkway is proposed to be narrowed only on the south side (eastbound direction) from three lanes to one lane (versus being narrowed on the east- and westbound directions from a total of six lanes to two lanes as proposed in the 2008 schemes) and no on-street parking is proposed on the north side of Stevens Creek 13 Boulevard along the project site frontage (as it was in the 2008 schemes). Site Access The revised project (both 2012 schemes) provides vehicular access to the site via driveways on Vallco Parkway and Stevens Creek Boulevard. In addition to the full-access driveways on Stevens Creek Boulevard at Finch Avenue, the project has two right-turn only driveways on Stevens Creek Boulevard, three stop-signed controlled full access driveways on Vallco Parkway, and one right-turn only driveway on Vallco Parkway. The driveways to the site and garages generally provide sufficient storage space for vehicle queues exiting the site or garages. The left-turn pockets in parking garages 1 and 2 from Vallco Parkway should be approximately 100 feet in length to accommodate the expected demand. Pedestrian and bicycle access in the project site vicinity are discussed later on in this section. 13 The traffic study for the revised project (included in Appendix C of this Addendum) assumed narrowing of Vallco Parkway on both the south and north side (east- and westbound directions). The revised project, however, only proposes to narrow the south side (eastbound direction). Since the revised project would not narrow the north side (westbound direction) of Vallco Parkway, the westbound capacity of Vallco Parkway would be greater than assumed in the traffic study. This change in westbound capacity would not result in adverse traffic impacts. Source: Henry, Todd. Fehr & Peers. Personal communication. March 20, 2012. City of Cupertino 70 Addendum 409 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Project Intersection Levels of Service The level of service operations at the study intersections were evaluated under the revised project conditions. Vehicle trips generated by the revised project were added to background traffic volumes identified in the 2009 Final EIR to determine the level of service at study intersections under project conditions. The results of the intersection level of service calculations for background and project conditions for both schemes are presented in Table 13. Under background conditions, all study intersections operate at an acceptable level of service except for the intersection of Homestead Road and Lawrence Expressway which would operate at LOS F during both peak hours. As shown in Table 13, the revised project would not result in new significant impacts compared to the 2008 project. The revised project would impact the same intersections as the 2008 project evaluated in the 2009 Final EIR. The revised project (as well as the 2008 project) would result in significant impacts to the following intersections: Homestead Road/Lawrence Expressway (AM and PM peak hours – all 2008 and 2012 project schemes) Wolfe Road/Vallco Parkway (PM peak hour only – all 2008 and 2012 project schemes) Lawrence Expressway/I-280 SB Ramps (AM and PM peak hours – all 2008 and 2012 project schemes) Bollinger Road/Lawrence Expressway (PM peak hour only – 2008 Scheme 1 and 2012 Scheme 2 only) City of Cupertino 71 Addendum 410 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Table 14 provides a summary of the impacted intersections under project conditions. The results show that the revised project (2012 schemes) would not result in substantially more severe impacts than the 2008 schemes analyzed in the 2009 Final EIR. In comparison to the 2008 project, the revised project would change delays at impacted intersections by -4.9 seconds to +1.6 seconds (refer to Table 14). This change in delay is not considered substantial. The revised project would not result in new significant or more substantial impacts to study intersections than disclosed in the certified 2009 Final EIR. Table 14: Summary of Significantly Impacted Intersections Under Project Conditions 2008 2008 2012 2008 2012 Background Peak Scheme 1 Scheme 1 Scheme 2 Scheme 2 Intersection 1 Conditions Hour 2 Delay/Level of Service 3. Homestead Road/ AM86.4/F 89.8/F 89.5/F 89.1/F 89.0/F Lawrence Expressway* PM111.1/F 118.6/F 118.6/F 118.6/F 117.4/F 8. Wolfe Road/ PM 53.1/D 68.4/E 66.2/E 65.6/E 63.5/E Vallco Parkway 21. Lawrence Expressway/ AM53.7/D- 61.1/E 61.5/E 60.5/E 60.2/E I-280 SB Ramps* PM54.2/D- 69.6/E 71.2/E 69.6/E 68.8/E 26. Bollinger Road/ PM 54.7/D- 55.3/E+ --- --- 55.2/E+ Lawrence Expressway* Notes: * Designated CMP intersection. 1 LOS = Level of service 2 Whole intersection weighted average control delay expressed in seconds per vehicle for signalized intersections using method described in the 2000 Highway Capacity Manual, with adjusted saturation flow rates to reflect Santa Clara County conditions. For two-way stop controlled unsignalized intersections, total control delay for the worst movement, expressed in seconds per vehicle, is presented. Mitigation for impacts to intersections would be the same as those disclosed in the 2009 Final EIR. Mitigation measures found to be infeasible in the 2009 Final EIR remain infeasible. No new or different mitigation measures have been identified since the 2009 Final EIR that would reduce the project’s intersection impacts. Therefore, the project’s impact to the intersections of Homestead Road/Lawrence Expressway, Lawrence Expressway/I-280 SB Ramps, Bollinger Road/Lawrence Expressway would remain significant and unavoidable, as identified in the 2009 Final EIR. As identified in the 2009 Final EIR, the project includes the implementation of MM TRAN – 1.1 to reduce the project’s impact at the intersection of Wolfe Road/Vallco Parkway to a less than significant level. City of Cupertino 74 Addendum 413 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Freeway Segment Analysis Project-generated traffic volumes were added to existing traffic volumes for each freeway mainline segment identified in the 2009 Final EIR. These volumes were then used to estimate density for each segment under project conditions. The resulting freeway segment operations are summarized in Table 15. All traffic associated with the revised project was assumed to use the mixed-flow lanes on the freeway; therefore, HOV lanes were not analyzed under project conditions. Under baseline existing conditions (2008 for the project), the following freeway segments operate at unacceptable levels of service: I-280 Eastbound, De Anza Boulevard to I-880 (five segments, PM peak hour); I-280 Westbound, I-880 to Winchester Boulevard (one segment, PM peak hour); I-280 Westbound, I-880 to Wolfe Road (four segments, AM peak hour); I-280 Westbound, De Anza Boulevard to SR 85 (one segment, AM peak hour); I-280 Westbound HOV, I-880 to Winchester Boulevard (AM peak hour). As shown in Table 15, the revised project would not result in new significant impacts to freeway segments. The revised project would impact the same freeway segments as the 2008 project evaluated in the 2009 Final EIR. The project (2008 and 2012) would result in significant impacts to the following freeway segments: I-280 Eastbound, Lawrence Expressway to Saratoga Avenue (PM peak hour only – all 2008 and 2012 project schemes) I-280 Eastbound, Saratoga Avenue to Winchester Boulevard (PM peak hour only – all 2008 and 2012 project schemes) I-280 Eastbound, Winchester Boulevard to I-880 (PM peak hour only – all 2008 and 2012 project schemes) I-280 Westbound, I-880 to Winchester Boulevard (PM peak hour – 2008 Scheme 1 and 2012 Scheme 1) I-280 Westbound, I-880 to Winchester Boulevard (AM peak hour – 2008 Scheme 2 and both 2012 schemes) I-280 Westbound, Winchester Boulevard to Saratoga Avenue (AM peak hour only – both 2008 schemes and 2012 Scheme 1) I-280 Westbound, Saratoga Avenue to Lawrence Expressway (AM peak hour only – all 2008 and 2012 project schemes) City of Cupertino 75 Addendum 414 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation In order to assess whether there would be a substantial increase in severity to impacted freeway segments under the 2012 schemes compared to the 2008 schemes, the density of the impacted freeway segments were compared. Table 16 provides a summary of the densities of the significantly impacted freeway segments operating at LOS F under project conditions. In comparison to the 2008 project, the revised project would increase the density on the impacted freeway segments by up to two additional cars per mile per lane (refer to Table 16). This increase in density is not considered substantial. Also, 2012 Scheme 2 would avoid the project’s significant impact at I-280 Westbound between Winchester Boulevard and Saratoga Avenue. The revised project would not result in new significant or more substantial freeway impacts than disclosed in the certified 2009 Final EIR. Table 16: Summary of Significantly Impacted Freeway Segments Operating at LOS F Under Project Conditions Project Conditions By Scheme 2008 Existing Peak2008201220082012 From To 1 Conditions Hour Scheme 1 Scheme 1Scheme 2 Scheme 2 2 Density Eastbound I-280 LawrenceSaratoga PM 98 101 101 101 100 Expressway Avenue SaratogaWinchester PM 86 88 88 88 87 Avenue Boulevard Winchester I-880 PM 104 106 107 106 106 Boulevard Westbound I-280 WinchesterAM 94--- 969596 I-880 BoulevardPM737475--- --- WinchesterSaratoga AM 65 66 66 66 --- BoulevardAvenue SaratogaLawrence AM 74 75 76 75 75 Avenue Expressway Notes: 1 AM = morning peak hour; PM = evening peak hour 2 Measured in passenger cars per mile per lane. Density is calculated by using the travel speed from the adjacent segment as well as the volume (flow) from the adjacent segment adjusted by the volume entering/exiting the freeway at the interchange. As identified in the 2009 Final EIR, the project includes the implementation mitigation measure MM TRAN – 5.1 to reduce the project’s impact to freeway segments but not to a less than significant level. No new or different mitigation measures have been identified since the 2009 Final EIR that would reduce the project’s impacts to freeway segments to a less than significant level. Therefore, City of Cupertino 77 Addendum 416 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation the project’s impact to the six identified freeway segments in Table 19 would remain significant and unavoidable, as identified in the 2009 Final EIR. Pedestrian and Bicycle Facility Impacts Under the 2008 and 2012 project, sidewalks would be provided on Vallco Parkway, Tantau Avenue, Stevens Creek Boulevard, and Finch Avenue, and along the proposed town square to facilitate pedestrian circulation. As with the 2008 project, the final crosswalk improvement plan for the 2012 project will be reviewed and approved by the City prior to issuance of building permits. Bicycle lanes are provided on Wolfe Road, Tantau Avenue, Stevens Creek Boulevard, and Vallco Parkway. The existing bicycle facilities can reasonably accommodate the increased demand; however, the proposed on-street parking along Vallco Parkway would result in the removal of the existing eastbound bike lane. The bike lane on Vallco Parkway provides connection between existing industrial and commercial uses located on Tantau Avenue, Vallco Parkway, and Wolfe Road. This impact is considered a significant impact of narrowing Vallco Parkway and was identified in the 2009 Final EIR. The revised project would not result in new or more substantial impacts to pedestrian and bicycle facilities than disclosed in the certified 2009 Final EIR. As identified in the 2009 Final EIR, the project includes the implementation of measures AM TRAN – 6.1 and MM TRAN 6.1 to reduce impacts to pedestrian and bicycle facilities to a less than significant level. Transit Impacts The revised project’s impacts on transit facilities are similar to those disclosed in the 2009 Final EIR regarding impacts to existing bus service and bus stops at Stevens Creek Boulevard/Finch Avenue, Stevens Creek Boulevard/Tantau Avenue, and Vallco Parkway/Perimeter Road. As identified in the 2009 Final EIR, the project includes the implementation of mitigation measure MM TRAN – 7.1 to reduce the project’s impact to bus service and bus stops to a less than significant level. The 2009 Final EIR identified that the 2008 project may impact a Caltrans commuter shuttle that used Finch Avenue. This Caltrans commuter shuttle no longer uses Finch Avenue. Therefore, the revised project would not result in this impact. Since the certification of the Final EIR, plans for bus rapid transit have progressed. The revised project may impact plans for a future bus rapid transit corridor on Stevens Creek Boulevard. The bus rapid transit corridor would include a median busway and/or a reversible or viaduct transit lane, enhancements to mixed-flow transit operating segments, and new transit stations. To avoid impacts to future VTA plans for bus rapid transit along the Stevens Creek Boulevard corridor, the project proposes to implement the following mitigation measure: City of Cupertino 78 Addendum 417 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation MM TRAN – 7.2: The project applicant and the City shall coordinate with VTA to ensure that any changes to the project site frontage on Stevens Creek Boulevard does not conflict with future VTA plans along this corridor for bus rapid transit. The revised project would not result in new significant or more substantial impacts to transit facilities than disclosed in the 2009 Final EIR. Parking Supply Vehicular Parking In2012 Scheme 1, a total of 2,159 on-site parking spaces are proposed. Most of these spaces would be located in parking garages 1 and 2 (1,059 spaces in parking garage 1 and 328 spaces in parking garage 2). The senior housing building would include a below-ground parking garage with 143 spaces. A total of 87 angled parking spaces are also proposed on the south side of Vallco Parkway. If this scheme is developed with the athletic club, the club would be constructed with a 300-space below-ground parking garage. The remaining on-site parking space would be surface parking along the interior site roadways, including the area surrounding the town square (242 spaces). This scheme would only include 1,956 parking spaces if constructed with retail space (instead of the athletic club) and with the market-rate apartments (instead of the senior housing). The breakdown of the parking for this scheme is provided on Figure 4. In2012 Scheme 2, a total of 2,075 on-site parking spaces are proposed. Most of these spaces would be located within the parking garages, as with 2012 Scheme 1. The senior housing building would include a below-ground parking garage with 143 spaces. The remaining on-site parking spaces would be surface parking along the interior site roadways, including the area surrounding the town square (248 spaces). Like 2012 Scheme 1,2012 Scheme 2 includes 87 parallel parking spaces on the south side of Vallco Parkway. The breakdown of the parking for this scheme is provided on Figure 5. To estimate future parking needs for the project, parking requirements outlined by the City’s Municipal Code, ITE, and Urban Land Institute (ULI) were consulted (refer to Appendix C). The parking requirements per the City’s Municipal Code assumed no shared parking between uses on- site. The ITE parking requirement is the sum of the average peak parking rates for all uses and does not account for time of day/day of week variations when the individual use peak occurs or any sharing of parking spaces. The ULI parking requirement reflects shared parking facilities based on the different parking characteristics of each land use. The ULI shared parking analysis reflects the temporal distribution of parking demand by hour, day, and month. The parking demand for the proposed land uses peak at different time during the day; therefore, combination of land uses on one site require a smaller total parking supply than the supply for each individual use added together. Table 17 summarizes the parking supply estimates for the revised project schemes based on the different sources and methodologies consulted. City of Cupertino 79 Addendum 418 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Table 17: Summary of Parking Supply Estimates 2012 Scheme 1 2012 Scheme 2 With Retail/Market-With Athletic Rate Apartments Club/Senior Housing Proposed Supply 1,956 2,159 2,105 City Municipal Code 1,997 1,900 1,954 ITE Parking Demand 1,716 1,633 1,612 ULI Shared Parking Demand 1,659 1,581 1,512 Sources: City of Cupertino. City of Cupertino Municipal Code: Chapter 19.100 Parking Regulations, 2005. th Parking Generation (Institute of Transportation Engineers (ITE), 4 Edition); and Shared Parking, Urban Land Institute (ULI), 2005. Although the revised project includes more parking than the overall estimated demand, there may be locational shortages in certain areas of the site. For example, parking garage 2 would be located closest to the office uses on the site; however, the office uses would generate a parking demand greater than the proposed supply in parking garage 2. Also, some drivers to the retail portions of the site may prefer to park on the interior roads rather than the parking garages. The proposed parking garage adjacent to the office buildings (both schemes) does not provide sufficient parking to meet the office demand. In addition, during occasions (such as the Christmas shopping season), the demand for parking could be higher than the supply. MM TRAN – 8.1 As identified in the 2009 Final EIR, the project includes the implementation of to avoid a shortage of parking associated with operation of the proposed retail uses on the site, as well as the following mitigation measures to avoid conflicts between office parkers and others on-site and peak parking occasions (e.g., Christmas shopping season): MM TRAN – 8.2: To reduce conflicts between office parkers and others on-site, the project shall: Dedicate spaces in parking garages for office workers; and/or Install electronic signage directing patrons to available garage spaces and/or the number of vacant spaces. MM TRAN – 8.3: The developer, in coordination with the City shall develop a contingency plan for occasions when the demand for parking is higher than the supply, such as during the Christmas shopping season. This plan shall include measures that reduce the parking impact and balance the parking deficiency. Measures could include: Providing valet parking either on-site or at an off-site location; Providing off-site employee parking with a shuttle; or Entering into a shared-use agreement with surrounding land owners to use their parking lots during peak parking periods. The revised project would not result in new or more substantial significant parking impacts than disclosed in the certified 2009 Final EIR. City of Cupertino 80 Addendum 419 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Bicycle Parking As identified in the 2009 Final EIR, the project proposes to provide bicycle parking consistent with the City’s requirements outlined in the Municipal Code 19.100, which states that the required number of Class I bicycle parking spaces should be 40 percent of the number of units and five percent of the total number of automobile parking spaces for office use; and the required number of Class II bicycle parking spaces should be five percent of the total number of automobile parking spaces for 14 commercial and hotel uses. The revised project would not result in new or more substantial significant bicycle parking impacts than disclosed in the certified 2009 Final EIR. Neighborhood Traffic The main access routes to the project site are Stevens Creek Boulevard to Finch and Tantau Avenues, and Wolfe Road to Vallco Parkway. Most of the project traffic is expected to use these streets to access the site. Neighborhood streets to which the project could add traffic include Finch, Tantau, Judy, Bret, or Stern Avenues. Currently, southbound traffic on Finch and Tantau Avenues north of Stevens Creek Boulevard are restricted to turning left or right onto Stevens Creek Boulevard. It is estimated that project trips on these streets would be generated by residents traveling to retail portions of the site or the proposed open space/park. Based on the project trip distribution (refer to Appendix C), up to 50 peak-hour trips could be distributed to all of these streets. With the addition of an average of 10 vehicles per street in the peak hour, the average increase would be an additional vehicle every six minutes. This increase in vehicles per street in the peak hour was identified in the 2009 Final EIR. The City does not consider this a substantial change in neighborhood traffic. The revised project would have the same impacts to neighborhood traffic as identified in the certified 2009 Final EIR. Construction Traffic As discussed in the 2009 Final EIR, construction vehicles, including construction employee vehicles and trucks carrying construction materials or hauling excavated soil from the site, would travel to and from the site as a part of site development. Truck trips would be spread out over daytime hours. Compared to the 2008 project, the revised project requires more soil to be hauled off-site (refer to Table 7), therefore, the revised project may result in more construction truck trips for this task than the 2008 project. However, construction traffic would be well below the daily or peak hour traffic anticipated from build-out of the project. The construction activities, therefore, are not anticipated to result in new or more severe impacts to intersection or freeway segment level of service greater than those identified for the proposed project. 14 Class I bicycle parking facilities are long-term parking spaces that protect the entire bicycle and accessories from theft. These long-term facilities include bicycle lockers, restricted access rooms, and constantly monitored enclosed cages. Class II bicycle parking facilities are short-term parking spaces within constant view of adjacent buildings or located at street floor level. Class II facilities consist of a stationary object that users can secure the frame and both wheels with either U-shaped locks or padlocks. City of Cupertino 81 Addendum 420 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation As identified in the 2009 Final EIR, the project includes the implementation of measure AM TRAN – 11.1, which is the preparation and implementation of a Construction Management Plan, to avoid impacts from construction traffic. The revised project would not result in new significant or more substantial construction-related traffic impacts than disclosed in the certified 2009 Final EIR. 4.15.4 Conclusion The revised project would not result in new significant or more substantial transportation impacts (No New Impact) than disclosed in the certified 2009 Final EIR. City of Cupertino 82 Addendum 421 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.17 UTILITIES AND SERVICE SYSTEMS 3.17.1 Existing Setting The existing utilities and service systems conditions have not substantially changed since the certification of the 2009 Final EIR. 3.17.2 Environmental Checklist and Impacts UTILITIES AND SERVICE SYSTEMS NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 1)Exceed wastewater 1,2 treatment requirements of the applicable Regional Water Quality Control Board? 2)Require or result in the 1,2 construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? 3)Require or result in the 1,2 construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? 4)Have sufficient water 2,8 supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? City of Cupertino 83 Addendum 422 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation UTILITIES AND SERVICE SYSTEMS NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location Would the project: 5)Result in a determination by 1,2 the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the project’s projected demand in addition to the provider’s existing commitments? 6)Be served by a landfill with 1,2 sufficient permitted capacity to accommodate the project’s solid waste disposal needs? 7)Comply with federal, state, 1,2 and local statutes and regulations related to solid waste? 3.17.2.1 Water Service and Supply Water service to the project site is supplied by the California Water Service Company (Cal Water), which also maintains the water system. An amendment to the Water Supply Assessment (WSA) completed in 2008 by CalWater was prepared and included in Appendix D of this Addendum. The amendment evaluated the changes in water demand that would result from the project modifications as well as changes to the overall CalWater water supply and demand. The analysis concluded that the revised project would not result in a greater water demand than the 2008 project analyzed in the 2009 Final EIR. Given the lower water demand anticipated from the development on the project site, and lower 20 year growth projections on water demand, CalWater concludes that there will be adequate water supplies to meet the projected demands estimated from the revised project (either scheme), existing customers, and future users for normal, single dry year, and multiple dry year conditions for the next 20 years. The revised project would not result in a new significant or more substantial impact to water service and supply than disclosed in the 2009 Final EIR. 3.17.2.2 Storm Drainage Runoff from the project site flows to storm drain lines in Vallco Parkway and a storm drain line in Stevens Creek Boulevard. These storm drain lines discharge to Calabazas Creek, and ultimately, the San Francisco Bay. City of Cupertino 84 Addendum 423 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation Section 3.8 Hydrology and Water Quality As discussed in , under existing conditions, the 30-inch and 18-inch storm drain lines in Vallco Parkway (which both connect to the existing culvert) are over capacity. The revised project includes bioretention areas that would control runoff from the site so that post-project runoff flows do not exceed pre-project flows. As a result, the amount of runoff from the project site would be the same under project conditions as existing conditions. The project proposes to construct 24-inch storm drain lines parallel to the above mentioned 30-inch and 18-inch storm drain lines in Vallco Parkway to divert site runoff from those lines. The proposed 24-inch storm drain lines would connect to the existing on-site Calabazas Creek culvert. With installation of the two proposed 24-inch storm drain lines, there would be sufficient storm drain system capacity to accommodate the runoff flows from the project site. The revised project would not result in a new significant or more substantial impact to storm drain facilities than disclosed in the certified 2009 Final EIR. 3.17.2.3 Wastewater/Sanitary Sewer System The Cupertino Sanitary District provides sewer service to the project site. The Cupertino Sanitary District collects and transports wastewater to the San José/Santa Clara Water Pollution Control Plant (WPCP) located in north San José. The District purchases water treatment capacity from the plant and has purchased 8.6 million gallons per day of capacity. Currently, nearly five million gallons of wastewater per day is generated within the Cupertino Sanitary District and conveyed to the WPCP. The wastewater generation for both schemes are similar to each other. 2012 Scheme 1 would generate approximately 93,500 gallons of sewage a day, and 2012 Scheme 2 would generate 15 approximately 114,500 gallons of sewage a day. The proposed project would connect to the existing eight-inch sewer line in Vallco Parkway and the existing 10-inch sewer line in Finch Avenue. As described previously, the Cupertino Sanitary District is below its allotment for wastewater treatment at the WPCP. The Cupertino Sanitary District, therefore, has adequate wastewater treatment capacity for the proposed project. It is unknown at this time, however, if the sewer line downstream of the site in Tantau Avenue between I-280 and Pruneridge Avenue has capacity to serve the revised project (either scheme). For this reason, it may be necessary to up-size a 3,000 foot long segment of the existing sanitary sewer line in Tantau Avenue from I-280 to Pruneridge Avenue from a 10-inch line to a 12-inch line to Section 3.0 Project accommodate sewage flows from the proposed project. As discussed in Description , the project proposes to complete sanitary sewer flow testing before recordation of the subdivision mapto determine if the project would exceed the capacity of the existing sewer lines at or downstream of the site. If the results of the testing show that the project would exceed the capacity of the existing sewer lines, in coordination with the City of Cupertino Department of Public Works and the Cupertino Sanitary District, the project proposes to up-size the sewer lines and connections to provide adequate capacity to serve the project. Improvements would be installed within existing street right-of-way and are not anticipated to result in substantial environmental 15 BKF Engineers. Sanitary Demand Assessment Revisions. March 5, 2012. City of Cupertino 85 Addendum 424 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation effects. These possible improvements were identified in the 2009 Final EIR. The revised project (either scheme) would not result in new significant or more substantial impacts to the wastewater collection system than disclosed in the certified 2009 Final EIR. 3.17.2.4 Solid Waste Solid waste collected from the City is delivered to Newby Island Sanitary Landfill. Many types of recyclable materials are also delivered to the Sunnyvale Materials Recovery Station (SMART Station) for recycling. As of December 2011, NISL had approximately 6.3 million cubic yards of 16,17 capacity remaining. The City has a contract with Newby Island Landfill until the year 2023, or until the cumulative tonnage delivered equals 2.05 million tons. To date, the City has delivered a total of approximately 1.4 million tons of waste to the landfill. The City generates approximately 31,500 tons of solid waste 18 a year. The revised project would generate similar amounts of solid waste compared to the 2008 project. It is estimated that 2012 Scheme 1 would generate approximately 1,725 tons of solid waste a year and 19 2012Scheme 2 would generate approximately 1,905 tons of solid waste a year. Compared to the 2008 project, the revised 2012 project would generate about 300 more tons of solid waste a year. Given that there is sufficient allocation and landfill capacity to serve the project and recycling services will be available to future businesses and residences, the City does not consider an additional 300 tons per year a substantial increase. Based on the project’s estimated annual waste generation, the City’s annual waste generation, and the City’s remaining allocation at Newby Island landfill, there is sufficient capacity within the City’s contract with Newby Island and at the landfill to serve the revised project (either scheme). The revised project would not result in a new significant or more substantial solid waste impact than disclosed in the 2009 Final EIR. 3.17.3 Conclusion The revised project (either scheme) would not result in new significant or more substantial utility and (No New Impact) service impacts than disclosed in the certified 2009 Final EIR. 16 King, Rick. Personal communications with NISL General Manager. February 2012. 17 Note that an application is on file (file no. PDC07-071) at the City of San José for a height expansion at Newby Island Sanitary Landfill, which would add approximately 15 million cubic yards to the capacity of the landfill. 18 The estimate annual tonnage of solid waste generated by the City is based on an average of the last three years. Source: King, Rick. Personal communications with NISL General Manager. February 2012. 19 Waste generation estimates were based on the following general waste generation rates confirmed with Los Altos Garbage Company: retail – 0.046 pounds per day per square foot; office – 6 pounds per 1,000 square feet per day; residential uses – 30 pounds per unit per week; and hotel – 2 pounds per day (Source: Candau, John. Los Altos Garbage Company Operations Manager. Email “Re: Waste generation rate request.” 8 September 2008). A waste generation rate of 2.5 pounds per 1,000 square feet per day for the athletic club use was used in the above calculation and was provided by Lifetime Fitness (2008). City of Cupertino 86 Addendum 425 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.18 MANDATORY FINDINGS OF SIGNIFICANCE NewNew Less Than New Less Same Less Impact Information PotentiallySignificant With Than Impact as Than Source(s)/ SignificantMitigationSignificant“Approved “Approved Discussion Impact IncorporatedImpact Project” Project” Location 1)Does the project have the p. 13-104 potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? 2)Does the project have p.13-104 impacts that are individually limited, but cumulatively considerable? (“Cumulatively considerable” means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? 3)Does the project have p.13- environmental effects which 104* will cause substantial adverse effects on human beings, either directly or indirectly? 4)Does the project have the p.13-104 potential to achieve short- term environmental goals to the disadvantage of long- term environmental goals? Note: * While new mitigation measures (MM AIR-2.11 and 2.12, MM TRAN-7.2, -8.2, and 8.3) are identified to reduce impacts, the impacts were previously identified in the certified 2008 Final EIR and, therefore, not considered “new” impacts. City of Cupertino 87 Addendum 426 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.18.1 Project Impacts The Main Street Cupertino Final EIR analyzed the development of a mixed use project with retail (including athletic club), office, residential, and hotel uses and was approved and certified by the City Council in 2009. The City Council also approved development of the project. The project applicant is proposing modifications to the Main Street Cupertino project analyzed in the certified 2009 Final EIR. The proposed modifications do not change the land uses proposed on-site; however, the intensity and amount of each land use is different when compared to the schemes analyzed in 2008. The proposed modifications would allow the development of within one of the two schemes outlined below: 2012 Scheme 1: 78,700 square feet of retail uses, a 60,000 square foot athletic club (or 60,000 square feet of additional retail), 292,000 square feet of office uses, 143 senior housing units or 120 market-rate apartment units, and a 180-room hotel. 2012 Scheme 2: 92,200 square feet of retail uses, 292,000 square feet of office uses, 143 senior housing units, 105 market-rate apartment units, and a 180-room hotel. Section 2.0 Environmental Setting, Impacts, and Mitigation As discussed in , the revised project schemes would not result in new or more significant impacts to the environment compared to the impacts disclosed in the certified 2009 Final EIR with the implementation of the mitigation measures included in the project and described in the specific sections of this Addendum (refer to pages 13- 104). Therefore, the revised project would not have new or more significant impacts to the quality of the environment for plant or animal wildlife or human beings, nor would the revised project have the new or more significant potential to achieve short-term environmental goals to the disadvantage of long-term environmental goals compared to the project analyzed in the certified 2009 Final EIR. 3.18.2 Cumulative Impacts As discussed in the 2009 Final EIR, the project would result in cumulative traffic impacts to five study intersections (1. Wolfe Road/Vallco Parkway, 2. Lawrence Expressway/Homestead Road, 3. Stevens Creek Boulevard/I-280 SB Ramps, 4. Lawrence Expressway/I-280 SB Ramps, and 5. Bollinger Road/Lawrence Expressway) and a cumulative regional air quality impact. While the revised project results in slight increase in delay at several study intersections (compared to the 2008 project schemes), the increase in delay would be less than one second in most cases and the intersections would continue to operate under acceptable levels of service (refer to Table 13). It is not anticipated that the revised project would result in new significant or more substantial cumulative transportation impacts than identified in the 2009 Final EIR. Given that the revised project would result in similar impacts as the 2008 project for aesthetics, air quality, biological resources, cultural resources, hydrology and water quality, land use, noise, population and housing, public services, recreation, and utilities and service systems, the revised project’s contribution to cumulative impacts would also be similar to that of the 2008 project. For this reason, the revised project would not result in new significant or more substantial cumulative impacts than disclosed in the certified 2009 Final EIR. City of Cupertino 88 Addendum 427 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation 3.18.3 Short-Term vs. Long-Term Environmental Goals The revised project proposes the same land uses as the 2008 project and a similar amount of development that would result in similar impacts as the 2008 project. The modifications proposed to the 2008 project do not affect the project’s potential to achieve short-term environmental goals to the disadvantage of long-term environmental goals. City of Cupertino 89 Addendum 428 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Section 3.0 – Environmental Setting, Impacts, and Mitigation CHECKLIST INFORMATION SOURCES 1. Professional judgment and expertise of the environmental specialist preparing this assessment, based upon a review of the site and surrounding conditions, as well as a review of the project plans. 2. City of Cupertino. Final Environmental Impact Report for the Main Street Cupertino Project. December 2008. 3. Illingworth & Rodkin. Air Quality and Greenhouse Gas Modeling Results. March 2012. 4. Federal Emergency Management Agency. Flood Insurance Rate Map. Map Number 06085C0209H. May 18, 2009. 5. Schoolhouse Services. Enrollment and Fiscal Impact Analysis, Main Street Cupertino Project. January 2012. 6. Fehr & Peers. Main Street Cupertino Revised Traffic Analysis. February 23, 2012. 7. ---. Main Street Cupertino Revised Site Access and Parking Analysis. March 2, 2012. 8. California Water Service Company. Addendum No. 1 SB 610 Water Supply Assessment For Main Street Cupertino Development Project. March 5, 2012. City of Cupertino 90 Addendum 429 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) SECTION 4.0 REFERENCES BKF Engineers. Sanitary Demand Assessment Revisions. March 5, 2012. California Water Service Company. Addendum No. 1 SB 610 Water Supply Assessment For Main Street Cupertino Development Project. March 5, 2012. City of Cupertino. Final Environmental Impact Report for the Main Street Cupertino Project. December 2008. ---. General Plan. ---. Heart of the City Specific Plan. As amended through March 2010. ---. South Vallco Master Plan. 2008. ---. Zoning Ordinance. Federal Emergency Management Agency. Flood Insurance Rate Map. Map Number 06085C0209H. May 18, 2009. Fehr & Peers. Main Street Cupertino Revised Site Access and Parking Analysis. March 2, 2012. ---. Main Street Cupertino Revised Traffic Analysis. February 23, 2012. ---. Table 1: Main Street Cupertino 2012 Trip Generation and Parking Comparison. March 16, 2012. Illingworth & Rodkin. Air Quality and Greenhouse Gas Modeling Results. March 2012. Schoolhouse Services. Enrollment and Fiscal Impact Analysis, Main Street Cupertino Project. January 2012. State of California, Department of Finance. E-5 Population and Housing Estimates for Cities, Counties, and the State, 2010-2011, with 2010 Benchmark. May 2011. Available here: http://www.dof.ca.gov/research/demographic/reports/estimates/e-5/2011-20/view.php. U.S. Energy Information Administration. “Retail and Service Buildings.” January 3, 2001. Available here: http://www.eia.gov/emeu/consumptionbriefs/cbecs/pbawebsite/retailserv/retserv_howmanyempl. htm. Persons Contacted: Brendan Goggins, Kenneth Rodrigues & Partners, Inc. Ken Rodrigues, Kenneth Rodrigues & Partners, Inc. Kevin Dare, SandHill Property Company Patrick Chan, BKF Engineers. Scott Schork, BKF Engineers. City of Cupertino 91 Addendum 430 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) SECTION 5.0 LEAD AGENCY AND CONSULTANTS Lead Agency City of Cupertino Community Development Department Aarti Shrivastava, Director Gary Chao, City Planner Aki Honda Snelling, Senior Planner Consultants David J. Powers & Associates Environmental Consultants and Planners Nora Monette, Principal Project Manager Kristy Weis, Project Manager Stephanie Francis, Graphic Artist Fehr & Peers Transportation Consultants Jane Bierstedt, Principal Todd Henry, Project Manager Illingworth & Rodkin Acoustical and Air Quality Consultants James Reyff, Project Manager Schoolhouse Services Economists Dick Recht City of Cupertino 92 Addendum 431 Main Street Cupertino Modifications March 22, 2012 (updated May 4, 2012) Appendix A: Air Quality and Greenhouse Gas Emissions Modeling Results 432 Main Street Development in Cupertino, CA 2008 Scheme 1 Summary of Construction Emissions Maximum Emissions (pounds/day)Total CO 2 (metric tons) PeriodROGNOxPMPM 102.5 Maximum Emissions (pounds/day)Total Phase 1 - Year 20126.050.02.02.0237 Phase 1 - Year 201381.639.02.02.01570 Phase 1 - Year 201484.036.32.11.6268 Phase 2 - Year 201461.8116.75.03.3177 Phase 1 & 2 - Year 2014 (possible overlap) 0.00.00.00.0 Phase 2 - Year 201559.411.60.80.838 Maximum84.0116.75.03.3 Total 2,290 Average Emissions (pounds/day) Year 20122.522.71.11.1 Year 201314.142.92.11.9 Year 201424.627.21.71.5 Year 201562.517.91.11.1 Average19.031.61.71.5 Annual Emissions (tons/year)(metric tons) Year 20120.141.250.060.06237.3 1.554.720.230.211570.3 Year20131.554.720.230.211570.3 Year 2013 Year 20142.712.990.190.16444.9 Year 20151.190.340.020.0237.7 2,290 438 Main Street Development in Cupertino, CA 2008 Scheme 2 Summary of Construction Emissions Maximum Emissions (pounds/day)Total CO 2 (metric tons) PeriodROGNOxPMPM 102.5 Maximum Emissions (pounds/day)Total Phase 1 - Year 20126.789.23.33.3314 Phase 1 - Year 201383.439.02.02.01578 Phase 1 - Year 201485.936.32.11.6268 Phase 2 - Year 201460.6116.75.03.3177 Phase 1 & 2 - Year 2014 (possible overlap) 0.00.00.00.0 Phase 2 - Year 201558.111.60.80.838 Maximum85.9116.75.03.3 Total 2,374 Average Emissions (pounds/day) Year 20123.131.31.51.5 Year 201314.243.02.11.9 Year 201424.827.21.71.5 Year 201561.317.91.11.1 Average19.133.31.81.6 Annual Emissions (tons/year)(metric tons) Year 20120.21.70.10.1314.1 1.64.70.20.21577.5 Year20131.64.70.20.21577.5 Year 2013 Year 20142.73.00.20.2444.9 Year 20151.20.30.00.037.7 2,374 439 Main Street Development in Cupertino, CA 2012 Scheme 1c *** Please note that 2012 Scheme 1c is referred to as 2012 Scheme 1 in the Addendum Summary of Construction Emissions Maximum Emissions (pounds/day)Total PeriodROGNOxPMPMCO 102.52 Maximum Emissions (pounds/day)Total Phase 1 - Year 20127.597.53.33.3179 Phase 1 - Year 2013100.246.02.02.01749 Phase 1 - Year 2014102.942.62.11.6315 Phase 2 - Year 201446.8116.75.03.376 Phase 1 & 2 - Year 2014 (possible overlap) 0.00.00.00.0 Phase 2 - Year 201544.811.10.50.513 Maximum102.9116.75.03.3 Total 2,332 Average Emissions (pounds/day) Year 20123.534.51.51.5 Year 201316.750.82.42.2 Year 201426.327.41.51.4 Year 201546.911.10.50.5 Average19.836.41.81.6 Annual Emissions (tons/year)(metric tons) Year 20120.21.90.10.1 358 Year 20131.85.60.30.2 1,925 Year 20142.93.00.20.2 441 Year 20150.90.20.00.0 15 0509000005 2,740 440 Main Street Development in Cupertino, CA 2012 Scheme 2b *** Please note that 2012 Scheme 2b is referred to as 2012 Scheme 2 in the Addendum Summary of Construction Emissions Maximum Emissions (pounds/day)Total PeriodROGNOxPMPMCO 102.52 Maximum Emissions (pounds/day)Total Phase 1 - Year 20127.597.53.33.3359 Phase 1 - Year 2013100.247.02.02.01938 Phase 1 - Year 2014102.943.22.11.6324 Phase 2 - Year 2014112.2113.33.33.3176 Phase 1 & 2 - Year 2014 (possible overlap) 0.00.00.00.0 Phase 2 - Year 2015107.713.20.80.838 Maximum112.2113.33.33.3 Total 2,835 Average Emissions (pounds/day) Year 20123.534.51.51.5 Year 201316.751.12.42.2 Year 201432.929.91.61.5 Year 2015111.920.01.11.1 Average26.438.11.81.7 Annual Emissions (tons/year)(metric tons) Year 20120.21.90.10.1 359 Year 20131.85.60.30.2 1,938 Year 20143.63.30.20.2 500 Year 20152.10.40.00.0 38 050000038 2,835 441 Table 1 – Construction DPM Emission Calculations for Modeling Main Street Development, Cupertino, CA Area Source Construction Emissions DPM ModeledEmisson ConstructionDPM EmissionsAreaDPM EmissionsAreaRate 22 (m)g/s/m YearActivity(ton/year)(lb/yr)Source(lb/yr)(lb/hr)(g/s) 2012 Phase 10.028456.8Area 1118.90.005186.52E-0417,8563.65E-08 Area 1235.10.009611.21E-0333,1453.65E-08 Area 132.80.000789.79E-052,6803.65E-08 Total56.80.0155653,681 0.00196 3.65E-08 2013 Phase 10.0807161.4Area 1153.70.014711.85E-0317,8561.04E-07 Area 1299.70.027303.44E-0333,1451.04E-07 Area 138.10.002212.78E-042,6801.04E-07 Total161.40.0442253,681 0.00557 1.04E-07 2014 Phase 10.01122.0Area 117.30.002002.53E-0417,8561.41E-08 Area 1213.60.003724.69E-0433,1451.41E-08 Area 131.10.000303.79E-052,6801.41E-08 Total22.00.0060353,681 0.00076 1.41E-08 2014 Phase 20.0739147.8Area 2187.20.023883.01E-039,6673.11E-07 Area 2260.60.016612.09E-036,7233.11E-07 Total147.80.0404916,390 0.00510 3.11E-07 2015 Phase 20.014128.2Area 2116.60.004565.74E-049,6675.94E-08 Area 2211.60.003173.99E-046,7235.94E-08 Total28.20.0077316,390 0.00097 5.94E-08 Notes: Emissions assumed to be evenly distributed over each constructio hr/day =10(7am - 5pm) days/yr = 3652013 & 2014 hours/year = 3650 443 Table 2 – Construction Cancer Risk Calculations - Maximum Risk South of Site Main Street Development, Cupertino Maximum DPM Cancer Risk Calculations From Construction Offsite Receptor Locations - South of Project Site Cancer Risk (per million) = CPF x Inhalation Dose x 1.0E6 -1 Where: CPF = Cancer potency factor (mg/kg-day) -6 Inhalation Dose = C x DBR x A x EF x ED x 10 / AT air 3 Where: C = concentration in air (g/m) air DBR = daily breathing rate (L/kg body weight-day) A = Inhalation absorption factor EF = Exposure frequency (days/year) ED = Exposure duration (years) AT = Averaging time period over which exposure is averaged. -6 10 = Conversion factor Values ParameterChildAdult CPF =1.10E+001.10E+00 DBR =581302 A =11 EF =350350 AT =25,55025,550 Construction Cancer Risk by Year - Maximum Southern Receptor ExposureChild - Exposure InformationChildAdult - Exposure InformationAdult ExposureExposureCancerModeledExposureCancer DurationDPM Conc (ug/m3)AdjustRiskDPM Conc (ug/m3)AdjustRisk Year(years)AnnualFactor(per million)AnnualFactor(per million) 00.250.0174100.38--- 110.0255102.230.017410.08 210.0405103.540.049710.23 310.009830.260.012710.06 410.000830.020.001110.005 510.000030.000.000010.00 610.000030.000.000010.00 710.000030.000.000010.00 810.000030.000.000010.00 910.000030.000.000010.00 1010.000030.000.000010.00 1110.000030.000.000010.00 1210.000030.000.000010.00 1310.000030.000.000010.00 1410.000030.000.000010.00 1510.000030.000.000010.00 1610.000030.000.000010.00 1710.000010.000.000010.00 1810.000010.000.000010.00 .¤.¤.¤.¤.¤.¤.¤.¤.¤.¤ .¤.¤.¤.¤.¤.¤.¤.¤.¤.¤ .¤.¤.¤.¤.¤.¤.¤.¤.¤.¤ 6510.000010.000.000010.00 6610.000010.000.000010.00 6710.000010.000.000010.00 6810.000010.000.000010.00 6910.000010.000.000010.00 7010.000010.000.000010.00 Total Increased Cancer Risk6.430.37 Note: Maximum DPM concentrations occur south of the project site 444 Table 3 – Construction Cancer Risk Calculations - Maximum Risk West of Site Main Street Development, Cupertino Maximum DPM Cancer Risk Calculations From Construction Offsite Receptor Locations - West of Project Site Cancer Risk (per million) = CPF x Inhalation Dose x 1.0E6 -1 CPF = Cancer potency factor (mg/kg-day) Where: -6 Inhalation Dose = C x DBR x A x EF x ED x 10 / AT air 3 Where: C = concentration in air (g/m) air DBR = daily breathing rate (L/kg body weight-day) A = Inhalation absorption factor EF = Exposure frequency (days/year) ED = Exposure duration (years) AT = Averaging time period over which exposure is averaged. -6 10 = Conversion factor Values ParameterChildAdult CPF =1.10E+001.10E+00 DBR =581302 A =11 EF =350350 AT =25,55025,550 Construction Cancer Risk by Year - Maximum Western Receptor ExposureChild - Exposure InformationChildAdult - Exposure InformationAdult ExposureExposureCancerModeledExposureCancer DurationDPM Conc (ug/m3)AdjustRiskDPM Conc (ug/m3)AdjustRisk Year(years)AnnualFactor(per million)AnnualFactor(per million) 00.250.0051100.11--- 110.0075100.650.005110.02 210.0306102.680.014510.07 310.062931.650.078910.36 410.011130.290.014810.07 510.000030.000.000010.00 610.000030.000.000010.00 710.000030.000.000010.00 810.000030.000.000010.00 910.000030.000.000010.00 1010.000030.000.000010.00 1110.000030.000.000010.00 1210.000030.000.000010.00 1310.000030.000.000010.00 1410.000030.000.000010.00 1510.000030.000.000010.00 1610.000030.000.000010.00 1710.000010.000.000010.00 1810.000010.000.000010.00 .¤ .¤.¤.¤.¤.¤.¤.¤.¤.¤ .¤.¤.¤.¤.¤.¤.¤.¤.¤.¤ .¤.¤.¤.¤.¤.¤.¤.¤.¤.¤ 6510.000010.000.000010.00 6610.000010.000.000010.00 6710.000010.000.000010.00 6810.000010.000.000010.00 6910.000010.000.000010.00 7010.000010.000.000010.00 Total Increased Cancer Risk5.390.52 Note: Maximum DPM concentrations west of the project site occur elopment 445 Project: Main Street Development Existing TAC Sources within 1,000 feet of Planned Residences Distance to Closest Planned LifetimeAnnual PM2.5 Hazard SourceResidence (feet)Cancer RiskConcentrationIndex 1 Interstate 280 Traffic 9509.180.090.01 2 Stevens Creek Blvd. Traffic 1004.100.11<0.03 3 Source 18604 6702.7900 3 Source 16390 840000 3 Source 16806 880000 Maximum Single Source 9.180.110.01 BAAQMD Significance Threshold 100.31.0 Cumulative Sources 16.10.2<0.05 BAAQMD Significance Threshold 1000.810.0 1 BasedonBAAQMDGoogleEarthRoadwayScreeningAnalysisToolresultsforI-280at950feet(usingdata for 750 and 1,000 feet south from the roadway). 2 BasedonBAAQMDRoadwayScreeningRiskToolsresultsfor100feetfromanEast-WestRoadwaywithADT of 30,000. 3 BasedaseononBAAQMDGoogleoogeEartharStationaryaonarySourceourceScreeningcreenngAnalysisnaysresusToolooresultssforowsourcessourceswithinn,1000 3 BdBAAQMDGlEthSttiSSiAliTlltfrithi1000 feet of sensitive receptors. 452 ProjectName:MainStreetDevelopment2008Scheme1 ProjectYears:2014 Greenhouse Gas Operational Period Emissions in Metric Tons Per Year UnmitigatedMitigated Converted ProjectCO2eProjectCO2e forPG&E (metric(metric Percentof Adjusted for 1 2 SourceCategorytons/year)tons/year)rates Total Trips Transportation:15,27013,690 13,690 87% 13,693 AreaSource:22 2 0% 2 Electricity:2,4351,948 997997 6% NaturalGas:559447 447447 3% Water&Wastewater:5353 2727 0% SolidWaste:1,003501 501501 3% Total:15,668 1 PG&Ereportsa2014emissionfactorof412poundsofCOpermegawattenergyproduced 2 2 Emissions adjusted slightly to account for small differences in URBEMIS and F&P Trip forecasts Notes: BGM modeling accounts for 20% reduction in energy usage to account for Project Green Measures and new State building codes Waste diversion of 50% used to represent regional recycling programs 453 ProjectName:MainStreetDevelopment2008Scheme2 ProjectYears:2014 Greenhouse Gas Operational Period Emissions in Metric Tons Per Year UnmitigatedMitigated Converted ProjectCO2eProjectCO2e forPG&E (metric(metricPercentof Adjusted for 1 2 SourceCategorytons/year)tons/year)rates Total Trips Transportation:12,08010,804 10,804 83% 10,790 AreaSource:22 2 0% 2 Electricity:2,4941,996 1,0211,021 8% NaturalGas:747598 598598 5% Water&Wastewater:6060 3131 0% SolidWaste:1,250625 625625 5% Total:13,067 1 PG&Ereportsa2014emissionfactorof412poundsofCOpermegawattenergyproduced 2 2 Emissions adjusted slightly to account for small differences in URBEMIS and F&P Trip forecasts Notes: BGM modeling accounts for 20% reduction in energy usage to account for Project Green Measures and new State building codes Waste diversion of 50% used to represent regional recycling programs 454 MainStreetDevelopment2012Scheme1c(referredtoas ProjectName:2012Scheme1intheAddendum) ProjectYears:2014 Greenhouse Gas Operational Period Emissions in Metric Tons Per Year UnmitigatedMitigated ProjectCO2eProjectCO2e Convertedfor (metric(metricPercentof Adjusted for 1 2 SourceCategorytons/year)tons/year)PG&Erates Total Trips Transportation:12,13810,870 10,870 80% 11,016 AreaSource:33 3 0% 3 Electricity:2,9162,332 1,1941,194 9% NaturalGas:965772 772772 6% Water&Wastewater:7979 4040 0% SolidWaste:1,516758 758758 5% Total:13,784 1 PG&Ereportsa2014emissionfactorof412poundsofCOpermegawattenergyproduced 2 2 Emissions adjusted slightly to account for small differences in URBEMIS and F&P Trip forecasts Notes: BGM modeling accounts for 20% reduction in energy usage to accountforProjectGreenMeasuresandnewStatebuildingcodes accountforProjectGreenMeasuresandnewStatebuildingcodes Waste diversion of 50% used to represent regional recycling programs 455 MainStreetDevelopment2012Scheme2b(referredtoas2012 ProjectName:Scheme2intheAddendum) ProjectYears:2014 Greenhouse Gas Operational Period Emissions in Metric Tons Per Year UnmitigatedMitigated ProjectCO2eProjectCO2e Convertedfor (metric(metricPercentof Adjusted for 1 2 SourceCategorytons/year)tons/year)PG&Erates Total Trips Transportation:11,0549,783 9,783 78% 10,095 AreaSource:44 4 0% 4 Electricity:2,8622,290 1,1721,172 9% NaturalGas:1,095876 876876 7% Water&Wastewater:9090 4646 0% SolidWaste:1,465732 732732 6% Total:12,925 1 PG&Ereportsa2014emissionfactorof412poundsofCOpermegawattenergyproduced 2 2 Emissions adjusted slightly to account for small differences in URBEMIS and F&P Trip forecasts Notes: BGM modeling accounts for 20% reduction in energy usage to account for Project Green Measures and new State building codes Waste diversion of 50% used to represent regional recycling programs 456 Appendix B: School Impact Study 458 TABLE OF CONTENTS BRIEF SUMMARY¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼1 ENROLLMENT IMPACTS¼¼¼¼..¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼ ¼2 Background Student Generation Rate Analysis Enrollment Impacts Enrollment Capacity of Schools CAPITAL FACILITIES COST AND REVENUE IMPACTS¼¼¼¼¼¼¼¼¼¼¼¼.11 Facilities Costs Main Street Cupertino Project Development Impact Fee Revenue Comparison of Capital Facilities Costs and Development Impact Fe ¼¼¼¼¼¼¼¼¼¼¼¼¼¼ OPERATING REVENUE AND COST IMPACTS17 Operating Costs Operating Revenues Comparison of Operating Costs and Revenues SUMMARY¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼..21 SUPPLEMENT- PROJECT ALTERNATIVE¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼..23 ________________________________________________________________ Schoolhouse Services i January 2012 460 BRIEF SUMMARY The apartments in the Main Street Cupertino project might be exp students. (There would not be any students generated by the 143 senior units.) They genera relatively small number of students for the number of housing un schools are crowded, this number of students in itself is not a Cupertino Union and Fremont Union school districts. The problem is additional students coming both from all new development and due from existing housing. The Cupertino Union School District (elementary and middle schools) and the Fremont Union High School District will need additional facilities to house th The Main Street project will pay development fees to be utilized apartments are only a small part of the project and because their student generation rate is fa low, for both districts these one-time fees will exceed the share of the costs of additional schoo facilities attributable to the Main Street project. The state provides funds to the Cupertino District to supplement property tax revenues and, given additional students, will provide additional funds to main financial resources per student from property taxes and state fu sources, primarily the parcel tax, which are less than ten percent of the b significantly. The Fremont High District depends primarily on the property tax apartments are only a modest part of the total project, property tax revenues from the project will substantially exceed the share of the districtÈs annual operatin Street project. _____________________________________________________________________________________ Schoolhouse Services1 January 2012 461 ENROLLMENT IMPACTS Background The City of Cupertino has contracted with Schoolhouse Services tuct an analysis of the enrollment and fiscal impacts of the proposed Main Street Cupert districts. The land-owner and developer, 500 Forbes, LLC, has previously received ap a multi-use project on the site. It is now requesting that the project include 120 apartment units and some additional retail space, with the athletic club no long project site consists of 18.4 acres located on the north side of by Vallco Parkway on the north, Tantau Avenue on the east side, the west. The site has already been cleared and the developer i the project, including occupancy of the apartments, in 2014. The scope of this report is an analysis of the project revised as the land uses include 120 apartments, 143 units of senior housing, a feet of retail, 292,000 square feet of office space, and 1,963 ping stalls. More information about the sizes and character of the uses is included in a later The project is located within the school district service areas School District (CUSD or Cupertino District) and Fremont Union High School District (FUHSD or Fremont District). It is within the Eisenhower Elementary at with the Sedgwick Elementary attendance area. At the middle sch it is located in the Hyde Middle School attendance area. The project is in the School attendance area, located to the south only a couple of bl report considers the enrollment impacts on these schools and the on the two districts. Student Generation Rate Analysis A projection of new student enrollment resulting from the Main S identification of the potential impact of development on the imp generation rates (SGRs), the average number of students per new housing unit, ar for the projection of enrollment into the future. Multiplying t appropriate SGR results in a projection of students from the uni Different housing types generate different SGRs. Single family detachedunits, houses with a surrounding yard, usually generate the most students, typically the amount of students generated by most apartment units and conividually owned units in a multi-unit building, often referred to as single family attached). Ho located in a highly rated school district, relatively large grou condominiums (townhomes), especially if they are in a family-friendly setting and affordable, can generate almost as many students as single family detached u _____________________________________________________________________________________ Schoolhouse Services2 January 2012 462 Main Street CupertinoEnrollment and Fiscal Impact Analysis The majority of condominiums and apartments, however, are usuall families. Most of these units are smaller, ranging from studio loft units to predominantly one and two-bedroom units. They are usually in multi-story buildings and lack private yards. Within the range of apartments and condos, however, student gene with the sizes and the design and marketing of the units being major factors; this topic is addressed in more detail below. These student generation comparisons are present in Cupertino. that student generation in essentially every category is greaterit is in almost all other California districts. The high performance of Cupertino school schools make the city an extremely desirable place for families result, developments are more likely to design housing to be attractive to young families. The combination of the desire of young families to reside where the schools and the targeting of new housing to these young families It should be noted that, for both single family units and units in multi-family buildings, when the buildings are new, younger families tend to be over-represented and student generation is generally greater at the elementary school level. As the units , the students present begin to enter the higher grade levels and eventually high schoo and are replaced by younger families, other families become long number of years the average age increases. Eventually a more stabilized SGR evolves as the subdivision ages, with the spreading of students amongst the ele school being more equally apportioned than in the first decade a SGRs of Recent Residential Development In Cupertino Enrollment Projection Consultants (EPC) has been the demographer District (elementary and middle schools) and the Fremont Distric As part of its work the firm determines student generation (counts the number of students) for a large number of relatively new housing units of various housing rate (SGR) is the number of students counted divided by the numb multiplied by the number of projected new units of each housing type to enrollment from new housing. The most recent EPC studies available when the first draft of th completed 12 months ago. Since then the firm has updated its student generation survey and prepared forecasts based on the recently completed official enro school. The findings and forecasts in this yearÈs studies are f year, with the exception of some modest enrollment increases due to higher SGRs and to yearÈs higher than expected kindergarten enrollment. The EPC surveys are the logical place to start to estimate the S They cover 590 attached units, including both apartments and condominiums. One and two- ________________________________________________________________ Schoolhouse Services3 January 2012 463 Main Street CupertinoEnrollment and Fiscal Impact Analysis bedroom units dominate on the sample, though it includes some st Multi-family buildings with generally larger units and/or designed to not included in this sample; they are grouped in a 329 unit sample with single the SGR analysis. The survey by Enrollment Projection Consultants found an average (kindergarten through eighth grade) of 0.27 students per multi-familyresidential unit, a little more than one student in every four homes. The average SGR for of FUHSD, the high school grades, was 0.08 per unit in multi-family buildings. (This is about four times the 0.02 high school SGR in the remainder of the Fremont District.) Tables 1 and 2 summarize the SGR findings for both CUSD and FUHSD for the resid (The SGRs for single family units are included for comparison.) Table 1 Average SGRs by Housing Type Cupertino Union School District . Housing TypeAverage SGR Apartments and Most Condominiums 0.27 Single Family and Some Condominiums 0.64 Source: Enrollment Projection Consultants. Table 2 Average SGRs by Housing Type Fremont Union High School District Housing TypeAverage SGR Apartments and Most Condominiums 0.08 Single Family and Some Condominiums 0.21 Source: Enrollment Projection Consultants. ________________________________________________________________ Schoolhouse Services4 January 2012 464 Main Street CupertinoEnrollment and Fiscal Impact Analysis Main Street Cupertino SGRs The next step is to choose an appropriate SGR to use in the anal The developer has indicated that they plan to design and market the apartments for sophisticated adult living. We know from many studies that certain characteri adult oriented complexes (and hence few students). These includ The units generally are studios or have only one bedroom; The units are small, in particular lacking larger kitchen/family Though small, the apartments are expensive; families can usually money in alternative locations; They tend to be in taller buildings, with a minimal number of the units at ground level; They lack yards with limited access and play structures for pre-school children, and lack lawns in the complex for the play of elementary school-age children; There is only one assigned parking space per unit; They are marketed for their sophisticated adult life style; To make living at such a high density attractive, they include f fitness centers, party lounges, business centers, gated entrance preferences, but adding to the price. The developer has indicated its intention of designing for and m couples, rather than to family units. It does not plan on any a bedroom; there will probably be a limited number of studios. Much of the apartment building will be four stories tall and thus there will be a limited numbe number of parking spaces reserved for each unit is unknown. The amenity features in the complex, e.g. a fitness center, will be oriented to adults. And, given the high cost of land and of development in amenities, the rental rates will be high, often a problem for yo The name of the project, itself, offers the image of adult-oriented activities Ã shopping, offices, a hotel, etc. The only outdoor space oriented to the apartments is a small courtya accommodate childrenÈs outdoor play. There are a park and a town square, each less than one acre in size, nearby but separated from the apartments by retail from the survey would appear to be an upper end of the range of generation if the units are designed and marketed as adult one-bedroom units. However, if they have a den or other space that could be used as a bedroom and ha the SGRs could be at the upper end of the range or possibly even ________________________________________________________________ Schoolhouse Services5 January 2012 465 Main Street CupertinoEnrollment and Fiscal Impact Analysis It is almost certain that there will be some students residing in the apa may average as large as 1,200 square feet. That provides room f and is a size more typical for two-bedroom units. The size could easily accommodate a room which a working couple would value as a Åden/office,Æ but which or two children would value as a second bedroom. If there are t that would result in more families. And, of course, Main Street is located in very desirable school districts. The attraction of the schools is such that so choose to live there no matter how adult the orientation of the separated or divorced person will be living in an apartment and a son or with the parent, either because the parents desire to have the c because a son or daughter wants to live with Åthe other parent.Æ The Montebello development at the corner of Stevens Creek and De A example of units designed and marketed for adult living in a ver development was built in 2003 as apartments oriented to adults, rship market at that time led to the units being sold as condominiums, though a rented. The units are one and two bedrooms, with a relatively f modest size for condominiums, typically 850 square feet for one-bedroom units and 1,100 square feet for two-bedroom units. These unit sizes are below the tentative one-bedroom size of the Main Street units; that suggests the Main Street project could h Montebello units. The Montebello includes a pool, a spa, a fitness center, and an entertainment center. There is a Le Boulanger on the ground floor and a Starb out-door space oriented to the development is an interior courtyard s and shrubbery, thus providing no play space. The urban orientation the complex of which Montebello is a part, City Center. The 207 Montebello units are not sufficient to be a reliable stao serve as a useful indicator. A total of 43 students, 27 element six high school students, reside in the 207 units in the project there one year ago.) The SGRs are thus 0.18 and 0.03 for CSUD and FUHSD students respectively. These SGRs can be seen as reasonable estimates of reasonable SGRs for the Main Street units, with one adjustment. couple of blocks from Cupertino High School, a very high achieving school; it should be expected that that will result in a higher high school SGRs. In summary, our perspective is that the Main Street SGRs could b averages of apartments and condominiums units (omitting complexes with larger family oriented units), 0.27 and 0.08 students per unit, and as low as 0.18 and per unit for CUSD and FUHSD respectively. Given the similaritie Main Street settings, we are using SGRs closer to the elementary and middle school SGRs fo the Montebello units in the calculations in this report, knowing lower depending on factors not yet known. The high school SGR u ________________________________________________________________ Schoolhouse Services6 January 2012 466 Main Street CupertinoEnrollment and Fiscal Impact Analysis for units in the CUSD portion of the district. Table 3 below sh CUSD and FUHSD. Table 3 Main Street Development Projected SGRs Main Street Project 0.15 Elementary (K-5) SGR 0.06 Middle (6-8) SGR Total CUSD SGR 0.21 High School (FUHSD) SGR 0.06 Source: Scho Enrollment Impacts With appropriate SGRs we can proceed with the calculation of the 120 apartments. (No students will be generated by the 143 senior units.) We can also a impact of that development on the current enrollment at the impa expected to be Sedgwick Elementary, Lawson Middle, and Cupertino calculated student enrollment impact resulting from the project. Table 4 Estimated Enrollment Impact* ElementaryMiddleHighTotal 120120120 Apartments SGR 0.150.060.06 Students Subtotal 187732 * Three to ten years after construction of the units. Source: Schoolhouse Services. Given the assumptions described above, the Main Street developme approximately 32 students. They will impact the three schools t It is anticipated that 18 students will be assigned to Sedgwick Ele Lawson Middle School, and five will attend Cupertino High School It was pointed out earlier that the distribution skewed towards be reduced over time. After a decade a more even distribution is to be exp well be at approximately the same level or not too far below. I estimates are reasonable for the proposed units; however, many characteristics of the units are unknown and the actual enrollment generated could vary moderatel numbers. In any case, the number of students is modest given th overall size of the project. ________________________________________________________________ Schoolhouse Services7 January 2012 467 Main Street CupertinoEnrollment and Fiscal Impact Analysis Enrollment Capacity of Schools Elementary Schools A discussion of the capacity of the elementary schools needs to pattern of capacity versus enrollment of the district as a wholeCupertino Union is a rapidly growing school district. Enrollment has increased every year in the last decad 15,571 in the fall of 2001 to 18,645 this fall, an increase of 2 schools in the District. This increase is overcrowding many of Most of the schools are housing more students than their design capacity, pr classrooms. School classroom support facilities- cafeteria/general purpose spaces, administrative offices, support classrooms for music/art or for with targeted needs, playground space and facilities, etc.- are over-crowded or unavailable. The Enrollment Projection Consultants fall 2011 study projects a students district-wide by next fall. Then, assuming that the rapid addition of young families in the district begins to abate, enrollment will probably begin a s downward trend from a level of growth that EPC sees as unlikely However, and most important, the trends over the last few years and as projected to continue for the next few years are different in the three areas of the distr of I-280 are experiencing strong growth resulting in very serious cap the central tier lying below I-280 are crowded, though not to the extent of the northern school and are experiencing increases in enrollment for another year or southern portion of the district have already passed their peak ent and have a continued decline projected in the future. Main Street Cupertino is located in the Eisenhower School attend of I-280 and on the boundary of the Sedgwick School attendance area. north of the freeway and is one of the seriously overcrowded schools. I anticipated that students from Main Street would be assigned to case with enrollment from the condominium complex adjacent to an side of the Main Street project. There are advantages to this other than th is closer to the Main Street project and is on the same side of The State of California funds a class size reduction program thasubsidizes a portion of the cost of class size reduction in kindergarten through third grade and in this program. The standard built into the program is a maxim homeroom. Under this standard both Sedgwick and Eisenhower Schools would be impossibly overcrowded. Due to financial and classroom capacity constraint increased the maximum size in the kindergarten through third gra in this school year, raising class sizes in these grades up to a non-to-exceed maximum of 24 students. This increase was possible because the penalties buil waived. However, the waiver sunsets after the 2013-14 school year. This increase provided a ________________________________________________________________ Schoolhouse Services8 January 2012 468 Main Street CupertinoEnrollment and Fiscal Impact Analysis sufficient increase in capacity for Sedgwick, and Eisenhower, to students this year. However, the Cupertino community values edu district will make a strong effort to return to smaller classes in the lower grades if at all possible. Even with the increased capacity resulting from larger classes, accommodate their current enrollment only because many students areas are attend other schools. Sedgwick has 230 more students, a total of 752 stud its attendance area than the 522 that attend the school. Eisenh attendance area; its enrollment is 742 students. The relationship between a schoolÈs enrollment and the count of students residing in the s attendance area needs to be explained. The Cupertino District h located in schools with available capacity; CLIP, the Chinese La is an example. Many students participating in the program are draw northern/northeastern and central tiers of the district, lesseni overcrowded schools. Also, Special Day Class (SDC) programs areated in the southern schools, again drawing some students from the more crowded schoo numerous situations in which students are directed to a school i shifting enrollment south and lessening the pressure on the over-crowded schools. All of these practices have some inherent disadvantage, but it is a much more having the northern schools even more crowded or having students distant from where they live. Future enrollment at Sedgwick is projected to peak at slightly a students residing in its attendance area continue to attend othe adding the projected increase in students residing in the attendance area to current enrollment.) This enrollment is significantly in excess of current capacity, -3 class size reduction at the higher level. Possible options to p addressed in the section entitled ÅFacility CostsÆ below. Middle Schools The situation of growing enrollment overwhelming capacity in the the middle schools. Enrollment Projection Consultants is expect students between now and the fall of 2015. Main Street Cupertino is in the area, though close to the Lawson attendance area, with the two s equidistant from the project. Each of these schools already has students. They are also affected by the overload at Cupertino M enrollment of 1,293 students and would have an enrollment of wel students from its attendance area being assigned to other schoolabout 50 to Hyde Middle. Adding the projected increase in students residing in t areas, these schools are projected to have enrollments above 1,1 Cupertino Middle is projected to have almost 1,700 students. The current facilities at these ________________________________________________________________ Schoolhouse Services9 January 2012 469 Main Street CupertinoEnrollment and Fiscal Impact Analysis schools are overloaded at their current enrollment. They could projected enrollment. High Schools The Fremont Union High School District currently has an enrollme five comprehensive high schools. The enrollment capacity of these fi enrollment exceeds capacity by 619 students. Per EPCÈs latest r enrollment is expected to grow, moderately in the next two years and then at a faster rate. The projected increase over the next two years, 2011 to 2013, is abo the following two years is projected to be about 400 more studen projected over the remainder of the decade as the larger classes already in the element middle school grades enter in to the high school. Main Street Cupertino is located only a couple of blocks from Cu Cupertino High is calculated to have an enrollment capacity of 1,767 students. Its fall 2011 enrollment is 1,893 students , 126 above the capacity. The bigg forecast that in the fall of 2013 the attendance area will have attendance area and by 2015 an additional 200 plus students, bringing its enrollment t 500 students above the current capacity of its facilities. ________________________________________________________________ Schoolhouse Services10 January 2012 470 CAPITAL FACILITIES COST AND REVENUE IMPACTS A school district adding a significant number of students usuallto incur one-time upfront costsfor capital facilities to house the students. California law pr usually paid at the time a building permit is issued, as a sourc This section addresses the cost of accommodating students from Main Street and compares the cost with the development fees the project will generate. Facilities Costs Elementary School Costs The analysis of elementary school capacity above shows that neit whose attendance area the project is located, or Sedgwick Elemen students from the Main Street Cupertino project are likely to be severe shortage of capacity at Eisenhower, will have capacity ave in its present facilities in 2014 when enrollment from the project is first expected to atten the projected number of students generated by the project, is no students. If these were the only students CUSD needed to accommodate, the crowding effect would be minimal. The problem, however, is the total number of and, even more, the increased enrollment from already existing h The districtÈs preferred option for housing the increased enrollment would be a new school i northern portion of the district. However, there seems to be no primary reasons are the lack of a suitable site and, if one weremical cost. The assumption made here is therefore that the increased enrollm by construction of one or more classroom wings at one or more ov-crowded schools, along with improvements in the support facilities to allow the campus to function with a significantly larger enrollment than the design of the campus anticipated. It will be a challenge to add additional classrooms on the Eisen They were designed for smaller enrollments and the sites are only 9.8 and 8.8 acres in size respectively. The School Facilities Planning Division of the Ca makes available a ÅGuide to School Site Analysis and Development recommendations for size of campus for various enrollments. The guide recommends 13.1 acres for an elementary school of 750 students without a class size re with class size reduction. Accommodating about 750 students on a much smaller campus involvon areas the state guide plans for other uses, such as recreation (-7 acres recommended). The assumption used here is that the classroom wings would have two area required and that the enlargement of support facilities woud also be designed to minimize the compromise with recreational space. _____________________________________________________________________________________ Schoolhouse Services11 January 2012 471 Main Street CupertinoEnrollment and Fiscal Impact Analysis The State Allocation Board uses a cost of educational facilities new school facilities. The current grant amount for elementary student, based on a total cost of $18,224 (land costs not included). Cal Allocation Board to review school costs annually, with the next meeting in January 2012. The specific Class B cost of construction index that the Board uses to adjust for changes in cost is not available, but an Engineering index has increased 3.2% in the 12 months ending in September. SAB is likely to increase the grant amount about three percent in January, raising the cost to about $18,800, which is used here because the existing cost i-of-date. It can be noted that a two-story classroom building would be expected to cost about $300,000 per classroom. (An elevator would be required.) Assuming 24 studen cost is $12,500 per student, two-thirds of the State Allocation Board cost. This figure is likel be an understatement of the costs the Cupertino District would incur in making such improvements. The State Allocation Board cost is estimated assu story construction. Adding space to an existing campus is usual Additional students on the campus require enlarging of some of the support facilities as well, e.g., the cafeteria and multipurpose rooms. A rough rule of thu elementary school costs are for support facilities. In this rep student is used as the cost of adding capacity to the Sedgwick or Eisenhower campuses. Middle School Costs Main Street Cupertino is located in the Hyde Middle School atten reason to anticipate that its students will not attend that schoove, enrollment is already above capacity and is expected to grow in the next few y The other middle schools in the northern and northeastern part o Cupertino, are also projected to have enrollments substantially f the capacity of their current facilities. The Cupertino District has plans for expans Plans for the Cupertino campus include a two-story 22 room classroom building. Plans for Lawson include two two-story classroom buildings, one with 16 rooms and the other with eight rooms. Because of the other support and recreational space impr cost of the improvements for both campuses is $50 million. The single-story four unit classroom addition; the staff has recognized the need for it to on the same footprint. Again, these plans have not been formall All three schools have a problem with limited campus space due t being above the level for which they were designed. The ÅGuide to School Si published by the Department of Education has a standard of 20.9 students and 23.1 acres for a school of 1,200 students. Hyde has a current enrollment of 1,005 students and a site size of 14.0 acres; Cupertino has a current ________________________________________________________________ Schoolhouse Services12 January 2012 472 Main Street CupertinoEnrollment and Fiscal Impact Analysis the size of its campus is 20.4 acres; and LawsonÈs enrollment is acres in size. The picture is even more unsatisfactory, if projected future enrollments are considered. These size constraints are a factor contributing to planned improvements. (It should be noted that the CUSD Board o or adopted plans for construction of any of these improvements.) It seems appropriate to again use the state cost figures to calc from Main Street. The state 50% grant amount as of January 1, 2g this amount three percent for the expected January 2012 adjustment fo $9,926. The full cost rounded is thus $19,900. High School Costs Fremont District enrollment exceeds capacity district-wide and at the Cupertino campus, where Main Streets students would attend. The district has already ap capacity to Cupertino High School and has plans for two other, a unfunded, projects. The first project is construction of a new cafeteria/library/administration building; construction is planned to begin in January of 2013 an school in 2014. The cost of construction and all related costs project is the refurbishment of the vacated support buildings into 11 classrooms; construction planned to begin in July 2014 and be finished prior to the start cost is $3.1 million. One of the other projects is the construce classrooms near the existing science building. This project wou classrooms now located there; it is being planned because of the classrooms and would add, at most, the capacity for two classrooof students. The last project, still tentative and in the initial planning phase, is t The location identified as a possibility for the building would classrooms; it is possible that the 20 classrooms that could be accommodated on the site in a two-story building will be needed. At $300,000 per classroom, the c be $3.0 and $6.0 million for the 10 room and 20 room buildings r The total cost of the three projects that result in significant additional capacity, includ room alternative for the classroom wing, is $27.3 million. The capacity assuming 27 students per classroom. Thirty-one classrooms at 27 students per room is capacity for 837 students. The cost per student for these expen student. (The cost is perhaps $42,800 if the 10 room classroom based on the assumptions in the state grant program became $24,520 as of January 1, 2011; increasing this three percent for the coming January adjustment summary, FUHSD anticipates incurring per student costs for the a significantly above that assumed in the state grant program, reflecting the higher cost of adding capacity at an already developed (and crowded) campus. Given th cafeteria, library, administration building, however, the state here, as it is for the elementary and middle school improvements. ________________________________________________________________ Schoolhouse Services13 January 2012 473 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 5 lists the per student cost and the cost of facilities fo grade levels. Table 5 Per Student Cost of Additional Capacity Fremont Union High School District Grade LevelPer Student CostNumber of Grade Level Cost Students Elementary School $18,800 18$338,400 Middle School $19,900 7$139,300 High School $25,300 7$177,100 Source: Schoolhouse Services. TheMain Street Cupertino Project The impact fee revenue, the source of school capital improvement nature of the buildings in the Main Street project. Other docum information about the buildings than is included in this report. However, the projection of development fee revenues and property tax revenues that will acc requires that some critical assumptions about the project be inc the various types of development in the project with the assumed squa Thenumber of apartments, senior units and hotel rooms, the square footage of the retail and office space,and the number of parking stalls comes from the description of the application before the City of Cupertino. The developer and Schoolhouse sta the apartments, senior units and hotel rooms; they should be vie specifications of development, at this stage. Schoolhouse prepared the estimates of ÅOther SpaceÆ with input from knowledgeable Silicon Valley/Peninsula de considered to be simply reasonable scenarios, as the square foot decisions the developer will make whether or not to include certain types of space. Table 6 Square Feet of Development Number ofSquare Feet OtherTotal Unitsper UnitSquare FeetSpace*Square Feet 1201,200144,00020,000164,000 Apartments 143900128,70025,000153,700 Senior Units 180580104,40035,000139,400 Hotel Rooms 83,20083,200 Retail Space 292,000292,000 Office Space 1,963 Parking Stalls 377,100455,200 832,300 Total * Includes lobby, administration, fitness, storage, general purpos room,hallways, etc. Source: Schoolhouse Services. ________________________________________________________________ Schoolhouse Services14 January 2012 474 Main Street CupertinoEnrollment and Fiscal Impact Analysis As discussed above, the apartments are assumed to be targeted to areas would likely include rooms such as a fitness center. The dining facilities and common room space, but not assisted living facilities. Th quite large. This suggests either an upper end facility or an e space estimate includes some meeting rooms, but not extensive meence facilities. Development Impact Fee Revenues Both CUSD and FUHSD are eligible to levy Level 1 development imp development and the majority of commercial/industrial developmen maximum fee amounts; both districts have documents justifying their need to levy t amounts, as do most California school districts. The maximum Le CUSD and FUHSD together are currently allowed to levy is $2.97 p development. Fees can usually be levied on non-residential development because of the role of employment in causing a need for residences where employees and maximum fee for commercial/industrial (non-residential) development is $0.47 per square foot. The preceding section where the costs of additional capacity wer Allocation Board adjusts grant amounts annually in January for c construction. It does the same for development fee amounts, but only biennially. The Class B cost of construction index used by the state board rose 4.3% in for 2011 projects a seven percent increase in January 2012. Thi $3.18 and $0.50 per square foot for residential and commercial/industrial development respectively. Since the existing fees are almost two years out-of-date and will soon be adjusted, the increased fee amounts are used here. FUHSD and its elementary feeder districts have an agreement as to how fee revenues are to be shared. Per this agreement, CUSD will be allowed to collect up amount, projected to be $1.91 per square foot of residential dev collect 40% of the maximum, projected to be $1.27 per square foot of residential development. The maximum fees on commercial/industrial development are projec per square foot for CUSD and FUHSD respectively. The maximum fe adjusted again in January 2014. California Government Code section 65995.1(a) stipulates that re housing will be charged only the commercial/industrial rate; the be charged $0.50 per square foot, with the revenue being allocated between the districts according to the agreed upon shares. It can be noted that, sin involve few employees, that development fees levied on construct be small. ________________________________________________________________ Schoolhouse Services15 January 2012 475 Main Street CupertinoEnrollment and Fiscal Impact Analysis The information about the square footage of the various components Table 6 can be multiplied by the development impact fee amounts that would be generated by the Main Street project, as shown in Table 7 Development Impact Fee Revenue TotalCUSDCUSDFUHSDFUHSDTotal Square FeetFeeFee RevenueFeeFee RevenueRevenue 164,000$1.91$313,000$1.27$208,000$521,000 Apartments 153,700$0.30$46,000$0.20$31,000$77,000 Senior Units 139,400$0.30$42,000$0.20$28,000$70,000 Hotel Rooms 83,200$0.30$25,000$0.20$17,000$42,000 Retail Space 292,000$0.30$88,000$0.20$58,000$146,000 Office Space 832,300$856,000 $514,000$342,000 Total 257 Number of Students $21,000$49,000 Revenue per Student Source: Schoolhouse Services. Comparison of Capital Facilities Costs and Development Impact Fee Revenue Table 8 shows the calculation of the difference between the deve generated by the Main Street projects given the current project proposal and the Const Cost Index adjusted facilities costs per student for each of the modest positive capital cost impact for CUSD and a significantlypact for FUHSD. If the number of students used were from a decade or enrollment will be more balanced among the age levels, the cost among the districts. The positive impacts reflect the preponder-residential components in the Main Street Cupertino project. Table 8 Development Impact Fees Versus Facilities Costs* Fee RevenueFacilities CostPer StudentTotal Facilities Per StudentPer StudentCost DifferenceStudentsCost Impact $21,000 $18,80018$39,600 CUSD - elem $2,200 $21,000 $19,900 7$7,700 CUSD - middle $1,100 25 CUSD - total $47,840 $49,000 $25,300 7 FUHSD $23,700 $165,900 * Both fee revenue and facilities costs are one-time, rather than annual, estimates. Source: Schoolhouse Services. ________________________________________________________________ Schoolhouse Services16 January 2012 476 OPERATING REVENUE AND COST IMPACTS Operating Costs Almost all operating costs tend to increase with enrollment if e maintained. Operating costs are annual costs and are matched with revenues received annually. These costs include personnel costs like salaries and benefits f employees, which generally comprise a large majority of a distri per student estimate is simply a calculation of the operating expenditures divided by the of students, as shown in Table 9. Table 9 Operating Costs Operating Number of Per Student Budget Students Cost $136,474,00018,645 CUSD $7,320 $100,843,00010,346 FUHSD $9,747 Sources:CUSD and FUHSD 2011-12 budgets and Schoolhouse Services. Operating Revenues The Main Street Cupertino project will affect the revenues and c different ways.CUSD is a Årevenue limitÆ district. Like other revenue limited districts in the state, its property tax revenues are not sufficient to reach the under the State of California school funding program. Therefore funds necessary to fill the gap up to the guaranteed level. The result is that t property taxes plus the revenue limit program increases proporti Another reality for a revenue limit district is that the increas tax revenue from new homes is offset by a comparable reduction in the money from the taxes do not affect the total of property tax and state revenue The Årevenue limitÆ total in CUSDÈs 2010-2011 budget is $87.75 million or $4,706 per student. (The Årevenue limitÆ total five years ago was almost exactly the enrollment at that time, the amount per student was $5,300.) Th-2012 state budget is subject to a mid-year adjustment if revenues are lower than assumed in its budget and at least some of the adjustment will take place. However, CUSDÈs budget this magnitude would be necessary. Further reductions are sched The annual reduction is projected at $4.6 million, but only if the measu passed; if not, the reduction is projected to be $11.4 million. Governments also supply other funding, generally for categorical to increase as enrollment increases. The operating revenues from these million, or $1,727 per student for CUSD for the 2011-2012 fiscal year. Thus, the revenue impact _____________________________________________________________________________________ Schoolhouse Services17 January 2012 477 Main Street CupertinoEnrollment and Fiscal Impact Analysis coming from sources that will increase approximately proportiona addition of new students resulting from the Main Street project is $6,433 per st Local revenues to CUSD (other than the property taxes) constitut primarily parcel tax revenues, they total $9.34 million or $501 student. Parcel taxes flow from two measures approved by the voters. However, there will n in the project so its contribution to parcel tax revenue will be revenues are not likely to increase with additional enrollment or as a result of the project. FUHSDis one of the relatively few districts in the state that is not DistrictÈs per student property tax is moderately above the amouit funding guaranteed by the state. Because there is no state supp state revenue does not increase when additional students are enr development generates additional property taxes, increasing the tÈs revenues. The property tax revenues will be equal to the DistrictÈs share of t market value established by the Santa Clara County Assessor at t completed. Table 10 shows the calculation of the assumed assessed valuation for the Main Street project as proposed. The assessed values are calculated based on per unit estimated by Schoolhouse with input from experienced developers. Table 10 Assessed Value Number ofAssessed ValueAssessed UnitsSquare Feet per Unit/FootValue 120$400,000$48,000,000 Apartments 143$250,000$35,750,000 Senior Units 180$200,000$36,000,000 Hotel Rooms 83,200$450$37,440,000 Retail Space 292,000$400$116,800,000 Office Space $273,990,000 Total Assumes assessed value of parking facilities is included with t Source: Schoolhouse Services. The districtÈs share of the base one percent property in the 13-003 tax code area in which the project is located is 16.71% of the total one percent base tax r the total Main Street Cupertino complex is estimated to be $458, students reside in the 120 apartments, this amounts to $65,000 for per student. It should be understood that this large number reflects the fact that residen small part of the total Main street development. ________________________________________________________________ Schoolhouse Services18 January 2012 478 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 11 Property Tax Assessed Valuation $273,990,000 Estimated Assessed Valuation $2,740,000 Property Tax at 1.0% Tax Rate $458,000 FUHSD Share of Tax Rate (16.71%) $65,000 FUHSD Share of Tax Rate per FUHSD Student Sources: Santa Clara County Tax Collector, Controller, and Schoolhouse Services. The voters of both CUSD and FUHSD have approved bond issues for campus improvements. Debt service on the bond issues is spread among property tax pay value. The current tax rate for CUSD is 0.000290 per dollar of assessed value; the revenue thus paid by Main Street property owners for debt service on CUSD bon Similarly, the current tax rate for the Fremont District is 0.00 and the revenue paid for debt service on the districtÈs bonds is p should be understood, however, that these revenues do not increa districts. The bond issues and associated debt service are fixe amounts. The assessed value of new development increases the total assessed value, spreading th tax base; it does not increase the revenue to the districts. It annually the amount other tax-payers in the districts have to pay. Voters in the Fremont Union High School District, like voters in District, have approved a parcel tax. The tax is $98 per parcel per year, but again the small number of parcels involved will make parcel tax revenue from th project negligible. Other government support to the FUHSD totals $4.7 million, or $4 CUSD, local revenues (other than the property and parcel tax revstitute a far smaller source of funds and are not likely to increase with additional e revenue impact is calculated to be the $6,928 per student receiv $455 per student in other government support. Table 12 shows the calculation of the operational revenue anticipated for additional students as a result of the M Fremont District revenues reflect the substantial property taxes- residentialcomponentsof the project. ________________________________________________________________ Schoolhouse Services19 January 2012 479 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 12 Operational Costs Versus Operational Revenues* CUSD FUHSD Projected Enrollment Students 257 Per Student Revenues State Revenue Limit Funding$4,706 Other State and Federal Funding$1,727 $455 FUHSD Share of Property Tax$65,000 Total per Student Revenues$6,433 $65,455 Total Operational Revenues $160,823 $458,186 Per Student Costs Average Cost per Student$7,320 $9,747 Total Operation Costs $183,000 $68,229 Net Fiscal Impact Per Student Impact ($887)$55,708 Total Impact ($22,177)$389,957 * All costs and revenues shown are annual costs and revenues. Source s: Revenues and costs from the CUSD and FUHSD 2011-2012 budgets, Schoolhouse Services. Comparison of Operating Costs and Revenues Table 12 also shows the operational costs anticipated for both d Street project, which allows for a comparison with the revenues resulting from the project. There is a net fiscal deficit of $887 per student for CUSD as a from the Main Street project. This reflects the assumption that increase along with the increased enrollment, but revenues from the parcel tax will cost side, the current operational cost assumption of $7,320 per pupil for all expenditures. The total deficit is estimated at $ At the estimated assessed valuation of the project, there is a net fiscal student for FUHSD. After providing services to an additional se Main Street project, the surplus is projected to be almost $400,bstantial amount. ________________________________________________________________ Schoolhouse Services20 January 2012 480 SUMMARY The projected enrollment and fiscal impacts resulting from the d housing units (Main Street Cupertino) have been analyzed. These current financial information for both districts and current enrollment information for the affected schools, specifically, Sedgwick Elementary, Hyde Middle All of the dollar amounts in the report should be considered app amounts. Below is a summary of the significant findings contained in this report. The demand for housing in the CUSD and in the Cupertino High att high, to a large extent because of the quality of the schools. apartments are likely to have total SGRs between 0.21 and 0.44 students per househol depending primarily on whether the size and design of the units two-bedroom units. SGRs used for the analysis here are 0.21 for CUS FUHSD, a total SGR of 0.27. Based on the SGRs, an enrollment impact of 32 total students is the Main Street project: 18 students at Sedgwick Elementary; sev Middle attendance area, and seven students in the Cupertino Highttendance area. The enrollment impacts analyzed in this report describe the expe to ten years of the Main Street housing completion. The number couple of decades is unlikely to be higher than the number projected in this report; they are likely to be distributed more equally across the grades. The number of students from the Main Street project is very smal in themselves. The problem is additional students from all new even more, an increasing number of students from existing homes. The principal problem at the elementary level is the distributio District, with schools increasingly overloaded with students in District and gradually emerging capacity in the southern portion. Hyde Midd and Cupertino High are already loaded beyond capacity and badly capacity to accommodate future enrollment. Improvements to prov been planned, but additional funding is needed. Some bond financing is designa improvements at Cupertino High, but some more will probably even funding has been designated for improvements at Sedgwick Element For both districts one-time development fee revenue from the Main Street Cupertino project is anticipated to exceed the share of facilities costs a _____________________________________________________________________________________ Schoolhouse Services21 January 2012 481 Main Street CupertinoEnrollment and Fiscal Impact Analysis Using costs based on the state grant program, the surplus at CUS $2,000 per student, while FUHSD has a projected surplus of over $20, The total CUSD surplus is projected at $47,800 while FUHSD enjoy surplus of $165,900. The share of CUSD annual operational costs attributable to the Mtreet project are anticipated to exceed operational revenue from the project by a student. In contrast, FUHSD operational revenues from the proje operational costs attributable to the project by a large amount,55,000 per student. Operational costs are projected to result a deficit of about $22 possibly a surplus of about $400,000 for FUHSD. ________________________________________________________________ Schoolhouse Services22 January 2012 482 SUPPLEMENT An alternative to the project as analyzed above is now under consideration in the plan process. Copies of Tables 7, 8, 11 and 12 reflecting the compon shown here with the table number followed by ÅaltÆ. The components of the alternative project are as follows: 120 market rate apartments (same as in the project as analyzed), no senior housing (compared with 143 units of senior housing as 292,000 square feet of office space (unchanged), a 180 room hotel (unchanged), 78,700 square feet of retail (a small decrease from 83,200 squar an athletic club (not included in the project as analyzed; or could instead be another 60,000 square feet of retail). Including the senior units rather than the apartments in the pro modification is not shown here. The athletic club is treated here as having the same floor area and assessed value as 60,000 square feet of retail. Table 7 - alt Development Impact Fee Revenue TotalCUSDCUSDFUHSDFUHSDTotal Square FeetFeeFee RevenueFeeFee RevenueRevenue 164,000$1.91$313,000$1.27$208,000$521,000 Apartments 0$0.30$0$0.20$0$0 Senior Units 139,400$0.30$42,000$0.20$28,000$70,000 Hotel Rooms 78,800$0.30$24,000$0.20$16,000$40,000 Retail Space 60,000$0.30$18,000$0.20$12,000$30,000 Additional Retail 292,000$0.30$88,000$0.20$58,000$146,000 Office Space 734,200$807,000 $485,000$322,000 Total 257 Number of Students $19,000$46,000 Revenue per Student Source: Schoolhouse Services. _____________________________________________________________________________________ Schoolhouse Services23 January 2012 483 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 8 - alt Development Impact Fees Versus Facilities Costs* Fee RevenueFacilities CostPer StudentTotal Facilities Per StudentPer StudentCost DifferenceStudentsCost Impact $19,000 $18,800 18$3,600 CUSD - elem $200 $19,000 $19,900 7($6,300) CUSD - middle ($900) 25 CUSD- total ($2,700) $46,000 $25,300 7 FUHSD $20,700 $144,900 * Both fee revenue and facilities costs are one-time, rather than annual, estimates. Source: Schoolhouse Services. Table 11 - alt Property Tax Assessed Valuation $263,260,000 Estimated Assessed Valuation $2,633,000 Property Tax at 1.0% Tax Rate $440,000 FUHSD Share of Tax Rate (16.71%) $63,000 FUHSD Share of Tax Rate per FUHSD Student Sources: Santa Clara County Tax Collector, Controller, and Schoolhouse Services. The apartments were the only component generating students; sinc alternative the enrollment impacts are unchanged. This means th-time facility costs and annual operating costs are unchanged for both districts. Because the net increase in retail space (including the athletic less than the square feet lost from not including the senior uni six percent, as shown in Table 7 - alt. This brings the impact on the elementary district to an insignificant level and lowers the surplus to the high school di $145,000; the calculations are in Table 8 - alt. The substitution of more retail for the senior units reduces theFUHSD by about three percent, lowering the districtÈs surplus about four , as shown in Tables 11 Ã alt and 12 - alt. CUSD is not impacted by changes in the property tax. ________________________________________________________________ Schoolhouse Services24 January 2012 484 Main Street CupertinoEnrollment and Fiscal Impact Analysis Table 12 - alt Operational Costs Versus Operational Revenues* CUSD FUHSD Projected Enrollment Students 257 Per Student Revenues State Revenue Limit Funding$4,706 Other State and Federal Funding$1,727 $455 FUHSD Share of Property Tax$63,000 Total per Student Revenues$6,433 $63,455 Total Operational Revenues $160,823 $444,186 Per Student Costs Average Cost per Student$7,320 $9,747 Total Operation Costs $183,000 $68,229 Net Fiscal Impact Per Student Impact ($887)$53,708 Total Impact ($22,177)$375,957 * All costs and revenues shown are annual costs and revenues. Source s: Revenues and costs from the CUSD and FUHSD 2011-2012 budgets, Schoolhouse Services. ________________________________________________________________ Schoolhouse Services25 January 2012 485 Appendix C: Traffic Studies 486 MEMORANDUM Date: February 23, 2012 To: Kristy Weis, David J. Powers From: Todd Henry and Jane Bierstedt Subject: Main Street Cupertino Revised Traffic Analysis SJ11-1292.01 The purpose of this memorandum is to present the results of the and freeway segment analysis) prepared for the Main Street Cuper and Stevens Creek Boulevard in Cupertino, Cali. The Proposed Project was previously evaluated in atransportation impact analysis (TIA) and environmental impact report (EIR) certified in 2008.Since the certification of the EIR, the project applicant has mo proposed site plan and land use mix with two new development schemes (herein 2012 Scheme 1a and 2a).The two new schemes also have variants: 2012 Scheme 1 has two va1c) and 2012 Scheme 2 has one variant (2b). This memorandum discusses traffic impacts associated with the re and evaluates whether or not the revised land uses would result than those disclosed in the 2008 TIA and EIR. RESULTS SUMMARY The previous project description for the Proposed Project contai a mix of retail, athletic club, office space, housing, and a hot the same mix of land uses and two project schemes; however, the space has been reduced by approximately 50 percent and the amoun been increased. One variant for each scheme (1b and 2b) would in by 9,000 square feet. Asecond variant on Scheme 1 (Scheme 1c)would provide the option to convert a portion of the retail space to an athletic club and construct se Trip Generation Summary The 2012 schemes would generate between 9,490 (Scheme 2a) and 10938 (Scheme 1c) new daily trips. Between 665 and 730 of these trips would occur during the AM pea 1,162 of these trips would occur during the PM peak travel hour. Comphe2012 Proposed Project would generate fewer daily and PM peak hour tri 2012 schemes would all, in general, generate more peak hour trip 332 Pine Street, 4 Floor, San Francisco, CA 94104 (415) 348-0300 Fax (415) 773-179 th www.fehrandpeers.com 487 Intersection Impact Summary Freeway Impact Summary PROJECT DESCRIPTION Table 1 TABLE 1: SUMMARY OF DEVELOPMENT SCHEMES 2008 Project 2012 Project Description Description 1 Land UseUnits Scheme Scheme Scheme Scheme Scheme Scheme Scheme 121a1b1c2a2b Retail General Commercial 2 Athletic Club Office Senior Housing Market-Rate Housing Hotel TRIP GENERATION th Trip Generation,8 Edition Table Transportation Impact Analysis Guidelines 2 th Trip Generation, 7 Edition TABLE 2: PROJECT TRIP GENERATIONCOMPARISON 2008 Project 2012 Project Description Description Scheme Scheme Scheme Scheme Scheme Scheme Scheme 1 121a1b1c2a2b Daily Vehicle Trips AM Peak Hour Vehicle Trips Inbound423450524528527497501 Outbound199133166169203168171 PMPeak Hour Vehicle Trips Inbound591408427443476374389 Outbound673628569674686608623 Project Trip Distribution and Assignment INTERSECTION IMPACT ANALYSIS Background and Project Conditions Results Tables 3a 4 Cumulative Conditions Results Tables 3b 4 Intersection Impact Criteria Intersection Impacts Table 5 less-than-significant TABLE5: PROJECT INTERSECTION IMPACTS 2008 Project Description2011 Project Description IntersectionPeak Hour Scheme 1Scheme 2Scheme 1cScheme 2b Project Conditions Cumulative Conditions -- Intersection Mitigation Measures Lawrence Expressway / Homestead Road significant and unavoidable Vallco Parkway / Wolfe Road less-than-significant less-than-significant Lawrence Expressway / I-280 Southbound Ramps-Calvert Drive significant and unavoidable Bollinger Road-Moorpark Avenue/Lawrence Expressway significant and unavoidable less-than-significant Lawrence Expressway/Homestead Road significant and unavoidable Vallco Parkway / Wolfe Road less-than- significant Stevens Creek Boulevard / I-280 Southbound Ramps-Calvert Drive significant and unavoidable Lawrence Expressway/I-280 Southbound Ramps-Calvert Drive significant and unavoidable significant and unavoidable FREEWAY SEGMENT LEVELS OF SERVICE Tables 6 7 TABLE 7:SCHEME 2 PROJECTFREEWAY SEGMENT LEVELS OF SERVICE 2008 Existing2012Scheme 2a2012Scheme 2b Peak Added %Added % 12312312 FromToHourDensityLOSTripsDensityLOSImpactTripsDensityLOSImpact Eastbound I-280 98100F1.42%100100F1.45% 8387F1.20%8487F1.22% 70106F1.01%72106F1.04% Westbound I-280 9996F1.43%9996F1.43% 7875F1.13%7875F1.13% bold Table 8 TABLE 8: PROJECT FREEWAY IMPACTS 2008 Project 2012 Project Description Description Segment Limits Scheme Scheme Scheme Scheme Scheme Scheme Scheme 121a1b1c2a2b EastboundI-280 WestboundI-280 significant and unavoidable CONCLUSION MEMORANDUM Date: March 2, 2012 To: Kristy Weis, David J. Powers From: Todd Henry and Jane Bierstedt Subject: Main Street Cupertino Revised Site Access and Parking Analysis SJ11-1292.01 This memorandum discusses the Main Street Cupertino project’s site plan, including vehicle, loading, bicycle, pedestrian and transit access, and potential impacts to roadway operations along the key travel corridors near the project site – Stevens Creek Boulevard, Wolfe Road, and Vallco Parkway. On-site parking is also discussed, including a summary of a shared parking analysis. VEHICLE CIRCULATION The site plans showing the location of the project driveways and the internal circulation system are presented on Figures A3 and A10 and A11 for Schemes 1 and 2 (and their variants), respectively. Finch Avenue will be abandoned to consolidate the project site creating a “town square” surrounded by on-street angled parking. Both site plans are similar; therefore, the recommendations in this review are generally consistent for both schemes. Site Driveways The site has vehicular access with driveways on Vallco Parkway and Stevens Creek Boulevard. In addition to the signalized full-access driveway on Stevens Creek Boulevard at Finch Avenue, the project has two right-turn only driveways on Stevens Creek Boulevard, three stop-signed controlled full access driveways on Vallco Parkway, and one right-turn only driveway on Vallco Parkway. The driveways to the site and garages generally provide sufficient storage space for vehicle queues exiting the site or garage. Left-turn pockets in the Garages 1 and 2 from Vallco Parkway should be approximately 100 feet in length to accommodate the expected demand. Finch Avenue Abandonment The existing volumes along Finch Avenue are low (less than 100 vehicles during the peak hours); therefore, its realignment is not expected to significantly alter existing traffic patterns in the area. Intersections adjacent to Finch Avenue currently operate at acceptable levels of service and can reasonably accommodate any additional traffic re-routed from Finch Avenue. 332 Pine Street, 4 Floor, San Francisco, CA 94104 (415) 348-0300 Fax (415) 773-1790 th www.fehrandpeers.com 509 On-Site Circulation LOADING CIRCULATION PEDESTRIAN CIRCULATION BICYCLE CIRCULATION less-than-significant TRANSIT Table 1 TABLE1:AVERAGE PASSENGER LOAD VALUES OF BUS ROUTES SERVINGPROJECT SITE Average Load /VTA Route Performance 3,4 RouteDirectionRoute Performance 2 CapacityStandard 23 8126 10131% 18254% BOLD VTA Short Range Transportation Plan less-than-significant ROADWAY ANALYSIS Neighborhood Traffic Analysis PARKING Proposed Parking Supplies Parking Demand and Supply Rate Sources and Estimates th Parking Generation (4 Edition) Shared Parking Parking Generation Shared Parking Analysis Parking Generation Table 2 TABLE 2:ESTIMATED SHARED PARKING SUPPLY Scheme 1Scheme 2 1a1b1c 4 2a2b 3 Surplus/Deficit+624+580+297+640+593 City of Cupertino Municipal CodeShared Parking Appendix D: Water Supply Assessment Amendment 525 California Water Service Company Addendum No. 1 SB 610 Water Supply Assessment For Main Street Cupertino Development Project City of Cupertino, California March 9, 2012 (V2) Introduction In a February 29, 2012, letter, the City of Cupertino requested thatCal Water review its SB 610 Water Supply Assessment (WSA) dated August 12, 2008 with respect to two proposed alternative development options that differ from the two assessed in the WSA. The following compares the revised water demand forecasts for Option 1D (base scheme) with Plan A and Option 2B with Plan B in the 2008 WSA. Revised Project Water Demand Forecast: Option 1D (Base Scheme): Senior Residential Dwelling Units: Estimated indoor use for senior dwelling units is: 137.2 gallons/day/dwelling unit x 143 units = 19,620 gallons/day (gpd) Commercial Office Space: Estimated indoor water use is: 292,000sq ft/300 sq ft/employee x 120 gallons/day/employee = 116,800 gpd Retail Space (restaurants, retail goods and services): Estimated water use is: 78,700square feet x 0.28 gallon/day/sq ft = 22,040 gpd Athletic Club: Estimated water is: 60,000 square feet x 0.85 gallons/day/sq ft = 51,000 gpd Hotel: Estimated water use for the hotel with a restaurant is: 180 rooms at 400 square feet/room = 72,000 square feet x 0.50 gallons/day/sq ft = 36,000 gpd Landscape Irrigation: Estimated water use is: 2.5 acres x 3,650 gallons/day/acre = 9,120 gpd. 1 526 Total estimated water demand for Option 1D (Base Scheme) is 254,580 gpd. In the August 12, 2008 WSA, estimated total demand for Plan A (higher water using option) was 265,400 gallons/day. The difference between Plan A as presented in the August 12, 2008 WSA and Option 1D is that Option 1D uses 10,800 gpd lesswater. Option 2B: Using the same assumptions for calculating water demand by activity,estimated water demands for Option 2B are: Senior Residential Dwelling Units: Estimated indoor use for senior dwelling units is: 137.2 gallons/day/dwelling unit x 143 units = 19,620 gpd Residential Apartments: Estimated indoor use is: 137.2 gallons/day/dwelling unit x 120 units = 16,460 gpd Commercial Office Space: Estimated indoor water use is: 292,000 sq ft/300 sq ft/employee x 120 gallons/day/employee = 116,800 gpd Retail Space (restaurants, retail goods and services): Estimated water use for various retail activities is: 92,200square feet x 0.28 gallon/day/sq ft = 25,760 gpd Hotel: Estimated water use for the hotel with a restaurant is: 180 rooms at 400 square feet/room = 72,000 square feet x 0.50 gallons/day/sq ft = 36,000 gpd Landscape Irrigation: 2.5 acres x 3,615 gallons/day/acre = 9,040 gpd. Total estimated water demand for Option 2B: 223,680 gpd In the August 12, 2008 WSA, estimated total demand for Plan B (lower water using option) was 204,010 gpd The difference between Plan B as presented in the August 12, 2008 WSA and Option 2B is that Option 2B uses 19,670 gpd lesswater.The difference between Plan A as presented in the August 12, 2008 WSA and Option 2B is that Option 2B uses 41,720 gpd less water. 2 527 Conclusion The August 12, 2008 WSA document shows that with slightly higher project water demands the LAS District has an adequate water supply to meet forecasted water demands for the District and the Main Street development project. Although the 20 year period for this WSA Addendum is now 2012 to 2022, the 3 additional years do not change the conclusion for the following reasons. The 10-year average growth rate in demand used in the 2008 WSA was 0.32%/year and was based ondata for the 1997 to 2006 period.uses a five-year average growth rate from 2005 to 2009 of 0.13%/year. The 2010 UWMP estimated growth rate is 40.6% of the rate used in the 2008 WSA. Based on both lower Main St project demands and lower 20 year LAS District growth in implementation of an enhanced water conservation program in compliance with SB 7x7, Cal Water concludes that for the next 20 years, the LAS District will have more than adequate water supplies to meet projected demands associated with the Main St development project along with those of all existing customers and other anticipated future users for normal, single dry year and multiple dry year conditions. 3 528 Appendix E: Memorandum Regarding Retail and Parking Options 529 M E M O R A N D U M To:From: Aki Honda Snelling, Senior Planner Kristy Weis, Project Manager City of Cupertino Date: April 20, 2012 SUBJECT: Main Street Cupertino Modifications – Retail and Parking Options This memorandum has been prepared to provide additional information on the possible environmental effects of modifications to the Main Street Cupertino mixed use project under consideration by the City of Cupertino. The Main Street Cupertino project, a mixed use project on an 18.7-acre site at the northwest quadrant of Stevens Creek Boulevard and Tantau Avenue in the City of Cupertino, was originally approved in January 2009. The certified Final Environmental Impact Report (2009 Final EIR) for the Main Street Cupertino project (SCH# 2008082058) evaluated the environmental effects of development on the site. Subsequently, the project applicant put forth possible changes to the mix and intensity of the retail, office, residential, hotel and park land uses on- site which were evaluated in an Addendum to the 2009 Final EIR (March 22, 2012). The project schemes analyzed in the certified 2009 Final EIR and the March 2012 Addendum to the 2009 Final EIR (March 2012 Addendum) are summarized in Table 1. The project modifications identified in the March 2012 Addendum were reviewed by the City’s Environmental Review Committee (ERC) and Planning Commission in March 2012 and several recommendations were made for additional modifications to the mixed use project. The following discussion focuses on determining the extent to which the impacts of the project modifications recommended by the Planning Commission and City Staff, which may be considered by the City Council, are the same or different than those addressed in the certified 2009 Final EIR. 1 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 530 Table 1: Project Schemes Analyzed in the Certified 2009 Final EIR and March 2012 Addendum Land Uses ResidentialOpen Space Athletic Project Schemeswith Public (units) RetailOfficeHotel Club Easement (sf) (sf) (rooms) SeniorMarket- (sf) (ac) Rate 2009 Final EIR 2008 Scheme 1 150,000 145,000 100,000160 ---150 1.63 2008 Scheme 2 146,500 ---205,000160 ---250 1.63 March 2012 Addendum 2012 Scheme 1 78,700 60,000* 292,000---120* 180 1.55 69,700 60,000 292,000143 ---180 1.55 Variant 1a 78,700 60,000 292,000143 ---180 1.55 Variant 1b 78,700 60,000 289,000143 ---250 1.55 Variant 3a(1) 138,700 ---265,000------250 1.55 Variant 3a(2)** 69,700 60,000 292,000143 ---250 1.55 Variant 3b 2012 Scheme 2 92,200 ---292,000143 105 180 1.55 83,200 ---292,000143 105 180 1.55 Variant 2a Notes: * Under 2012 Scheme 1, the 60,000 sf athletic club can be replaced with 60,000 sf of additional retail space; and the 120 market-rate apartments can be replaced with 143 senior units. ** The amount of development under Variant 3a(2) has been revised as shown since the March 2012 Section 3.0 Addendum. Refer to . 1.0 OVERVIEW At the March 27, 2012 Planning Commission meeting, the Planning Commission provided feedback to the project applicant on proposed project modifications, including the following recommendations: Undergrounding more of the parking; Reducing the parking garage frontage on Vallco Parkway; Locating the 0.75-acre park at an interior location on-site; Shifting more retail uses to front onto Stevens Creek Boulevard; Increasing the amount of retail on-site; Allowing up to a 250-room hotel; and A desire for more than 10 percent of the retail uses to be restaurant uses. 2 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 531 1.1 Additional Retail Uses, Hotel Rooms, and Underground Parking Options In response to the above suggestions, the project applicant developed four project scheme variations. These variant schemes are outlined in Table 2 below. Table 2: Project Scheme Variations Developed Based on City Feedback AthleticOpen Space OfficeSenior ProjectRetail ClubHotelw/Public SchemeHousing (square(square Easement (square(rooms) Variations feet)feet)(units) feet)(acres) Option A(1) 138,700 ---292,000 143 180 1.55 Option A(2) 138,700 ---292,000 143 250 1.55 Option B(1) 102,300 60,000 292,000 143 180 1.55 Option B(2) 102,300 60,000 292,000 143 250 1.55 Note: Option A(1) is specifically addressed in this memorandum. Options B(1) and B(2) include a 60,000 square foot athletic club and overall more retail (including the athletic club) compared to Options A(1) and A(2). Options A(2) and B(2) would increase the number of hotel rooms to 250 compared to the 180 rooms included in Options A(1) and B(1). Based on a level of service analysis completed by Fehr & Peers in April 2012, Option A(1) would not result in new or more substantial impacts to intersections and freeway segments than disclosed in Section 2.1 the certified 2009 Final EIR (refer to Attachment A and of this memorandum for the level of service analysis). Option A(2), which would have more hotel rooms than Option A(1), would result in a new significant level of service impact that was not previously disclosed in the certified 2009 Final EIR. The new significant level of service impact would be at the intersection of Stevens Creek Boulevard and Interstate 280 (I-280) Ramps in the PM peak hour. Compared to the project schemes analyzed in the certified 2009 Final EIR and the 2012 Addendum, the Option A(2) site plan proposes a greater amount of retail and hotel uses that would use this intersection. Since Options B(1) and B(2) propose even greater amounts of development than Option A(2), Options B(1) and B(2) would also result in a new significant level of service impact at the Stevens Creek Boulevard and I-280 Ramps intersection. Because these modifications would result in a new significant transportation impact, Options A(2), B(1), and B(2) are not further considered or evaluated in this memorandum. Option A(1) is the only one of the four schemes variations in Table 2 that would not result in a new significant traffic impact. The conceptual site plan for Option A(1) is shown in Figure 1 and is similar to the conceptual site plans included in the certified 2009 Final EIR and March 2012 Addendum, but the amount of parking garage fronting on Vallco Parkway has been reduced. As a result, the parking garage shown on Figure 1 has a smaller footprint and levels of parking above ground and below ground have been added to accommodate additional parking spaces. 3 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 532 1.2Increased Restaurant Percentage Planning Commissioners and members of the public identified a desire to include a greater proportion of restaurants in the retail component of the project. The analysis in the certified 2009 Final EIR (as well as the March 2012 Addendum) assumed up to 10 percent of restaurant use in the retail/commercial square footage. Restaurants typically generate more vehicle trips than general retail/commercial uses. A sensitivity analysis was completed by Fehr & Peers in April 2012 to determine the maximum percentage of restaurant use that could be allowed under the project schemes considered without resulting in new or more substantial significant environmental impacts than analyzed in the certified 2009 Final EIR. This was assessed by a comparison of the daily average vehicle trips and vehicle trips in and out of the site during each peak hour period. The Section 2.2 analysis is included in Attachment A and the results are discussed in of this memorandum. 1.3 CEQA Environmental Review of Main Street Modifications In March 2012, an Addendum to the certified 2009 Final EIR for the Main Street Cupertino project was prepared and reviewed by the City’s ERC and Planning Commission. The March 2012 Addendum evaluated several modifications to the previously approved project and found that proposed modifications would not result in new or more substantial significant impacts than Section 2.0 disclosed in the certified 2009 Final EIR. The following discussion in below addresses whether the subsequently identified Option A(1) listed in Table 1 and/or additional restaurant uses under any of the 2012 schemes would result in environmental impacts greater than those addressed in the certified 2009 Final EIR. 2.0 ENVIRONMENTAL IMPACTS OF OPTION A(1) AND INCREASED RESTAURANT USES 2.1 Environmental Impacts of Option A(1) Transportation The amount of development under Option A(1) is similar, but less than, that evaluated under 2012 Scheme 1 (refer to Table 3) in the March 2012 Addendum. 2012 Scheme 1, unlike Option A(1), includes the development of a 60,000 square foot athletic club in lieu of 60,000 square feet of retail 1 space and 120 market-rate apartment units in lieu of 143 senior housing units. The trip generation for 2012 Scheme 1 would be greater than Option A(1) as the athletic club and market-rate apartments uses would generate more vehicle trips than general retail uses and senior housing. 1 The trip generation evaluated for 2012 Scheme 1, therefore, is conservative in that 120 market-rate apartments would generate more peak hour traffic than 143 senior apartments. 5 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 534 Table 3: Summary of Development and Trip Generation for 2012 Scheme 1 and Option A(1) AM Peak Land Uses PM Peak Hour Hour Average Residential Daily (units) RetailOfficeHotel Trips InOut TotalInOutTotal (sf)(sf)(rooms) Market- Senior Rate 2012 138,700* 292,000 ---120*18010,9385272037304766861,162 Scheme 1* Option A(1) 138,700 292,000 143---18010,6425141416554116821,093 Note: * Under 2012 Scheme 1, a 60,000 square foot athletic club could be developed in lieu of 60,000 square feet of retail space and the 120 market-rate apartments could be developed in lieu with 143 senior units. The trip generation for 2012 Scheme 1 evaluated by Fehr & Peers conservatively assumed the development of an athletic club and market-rate housing. These uses would generate the most vehicle trips. At the March 27, 2012 Planning Commission meeting, the project applicant indicated that market-rate apartments are no longer proposed on the site. Level of Service Impacts A level of service analysis for Option A(1) was completed and is included in Attachment A. This level of service analysis considered the trip generation, trip assignment, and trip distribution anticipated for the Option A(1) site plan. Study Intersections As disclosed in the certified 2009 Final EIR, implementation of the Main Street Cupertino project would result in significant impacts to four study intersections. Option A(1) would result in the same level of service impacts at the same four intersections as disclosed in the certified 2009 Final EIR. A comparison of the level of service and delay for the significantly impacted intersections under project conditions are summarized in Table 4. Option A(1) would not result in new significant or more substantial significant impacts to study intersections than disclosed in the certified 2009 Final EIR. Freeway Segments As disclosed in the certified 2009 Final EIR, implementation of the Main Street Cupertino project would result in significant impacts to six freeway segments. Option A(1) would significantly impact the same freeway segments during the same peak period as disclosed in the certified 2009 Final EIR. A comparison of the densities of the significantly impacted freeway segments operating at LOS F under project conditions is provided in Table 5. Option A(1) would not result in new significant or more substantial impacts to freeway segments than disclosed in the certified 2009 Final EIR. 6 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 535 Table 4: Comparison of Project Conditions at Significantly Impacted Intersections Project Schemes 2008 Background 200820122012 Peak Intersection Conditions Scheme 1 Scheme 1 Option A(1) Hour 1 Delay/Level of Service 3. Homestead Road/ AM 86.4/F89.8/F89.5/F89.2/F Lawrence Expressway* PM111.1/F118.6/F118.6/F118.3/F 8. Wolfe Road/ PM53.1/D68.4/E66.2/E65.7/E Vallco Parkway 21. Lawrence Expressway/ AM 53.7/D-61.1/E61.5/E60.4/E I-280 SB Ramps* PM54.2/D-69.6/E71.2/E70.8/E 26. Bollinger Road/ PM54.7/D-55.3/E+------ Lawrence Expressway* Notes: * Designated CMP intersection. 1 Whole intersection weighted average control delay expressed in seconds per vehicle for signalized intersections using method described in the 2000 Highway Capacity Manual, with adjusted saturation flow rates to reflect Santa Clara County conditions. For two-way stop controlled unsignalized intersections, total control delay for the worst movement, expressed in seconds per vehicle, is presented. Table 5: Comparison of Significantly Impacted Freeway Segments Operating at LOS F Under Project Conditions Project Conditions By Scheme 2008 Existing Peak200820122012 FromTo Conditions HourScheme 1 Scheme 1 Option A(1) 1 Density Eastbound I-280 LawrenceSaratoga PM98101 101 101 Expressway Avenue SaratogaWinchester PM86888888 Avenue Boulevard Winchester I-880 PM104 106 107 107 Boulevard Westbound I-280 WinchesterAM 94--- 9696 I-880 BoulevardPM737475--- WinchesterSaratoga AM65666666 BoulevardAvenue SaratogaLawrence AM74757676 Avenue Expressway 1 Note: Measured in passenger cars per mile per lane. Density is calculated by using the travel speed from the adjacent segment as well as the volume (flow) from the adjacent segment adjusted by the volume entering/exiting the freeway at the interchange. 7 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 536 Parking Impacts Table 6 summarizes the parking supply and demand for Option A(1) based on the City’s Municipal Code, ITE, and Urban Land Institute (ULI) requirements. As shown in Table 6, Option A(1) would have a surplus of parking of at least 231 parking spaces compared to the projected demand. While Option A(1) provides more parking than the overall estimated demand, there may be locational shortages in certain areas of the site similar to what is discussed in the March 2012 Addendum. Locational shortages in parking for the project are not considered a significant environmental impact. Option A(1) would not result in new or more substantial significant parking impacts than disclosed in the certified 2009 Final EIR and March 2012 Addendum. Table 6: Summary of Parking Supply and Demand for Option A(1) Parking Demand Proposed 123 Parking Supply City Municipal CodeITEULI Shared Parking Option A(1) 2,131 1,900 1,475 1,367 1 Notes:The City’s Municipal Code parking requirement assumes no shared parking between uses on- 2 site.The ITE parking requirement is the sum of the average peak parking rates for all uses and does not account for time of day/day of week variations when the individual use peak occurs or any sharing of 3 parking spaces. The ULI parking requirement reflects shared parking facilities based on the different parking characteristics of each land uses. The ULI shared parking demand reflects the temporal distribution of parking demand by hour, day, and month. Sources: 1) City of Cupertino. City of Cupertino Municipal Code: Chapter 19.100 Parking Regulations, th 2005; 2) Parking Generation (Institute of Transportation Engineers (ITE), 4 Edition); and 3) Shared Parking, Urban Land Institute (ULI), 2005. Other Transportation Impacts Because Option A(1) proposes a similar amount of development and would generate fewer vehicle trips compared to what was analyzed in the certified 2009 Final EIR and 2012 Addendum, Option A(1) would have similar pedestrian, bicycle, and transit facilities, neighborhood traffic, and construction traffic impacts as disclosed in the certified 2009 Final EIR and March 2012 Addendum. Conclusion for Transportation Impacts: Option A(1) would not result in new or more substantial significant transportation impacts than those disclosed in the certified 2009 Final EIR. 8 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 537 Air Quality The air quality impacts of the project are associated with its operational emissions (including vehicle trips to and from the site), construction-related emissions (including construction-related health risks), and exposure of future residences to toxic air contaminants from nearby roadways and stationary sources. Operational Emissions Operational emissions include mobile and area source emissions, including vehicle emissions from trips to and from the site and evaporative emissions from architectural coatings (e.g., paint). As discussed previously, the development proposed under Option A(1) would be within the development assumptions for 2012 Scheme 1 and would result in fewer vehicle trips (see Table 3). Option A(1) would result in less operational emissions from mobile sources (e.g., vehicle trips) than disclosed for 2012 Scheme 1 in the March 2012 Addendum. The March 2012 Addendum concluded that the 2012 Scheme 1 would not result in new or more substantial operational emissions than the project analyzed in the certified 2009 Final EIR. Therefore, operational air quality impacts for Option A(1) would not result in new or more substantial operational emissions than those disclosed in the certified 2009 Final EIR. Construction-Related Emissions Construction-related emissions include exhaust, fugitive dust, and off-gas emissions from construction activities such as hauling material off-site, grading (including soil excavation), and paving. Option A(1) proposes a similar amount of development and construction activities as 2012 Scheme 1. Compared to 2012 Scheme 1, Option A(1) would involve less soil excavation and soil off-haul (refer to Table 7). Option A(1), therefore, would result in less construction-related air quality emissions of criteria pollutants and construction dust than disclosed for 2012 Scheme 1 in the March 2012 Addendum. The March 2012 Addendum concluded that 2012 Scheme 1 would not result in a significant construction-related emissions impact. Therefore, Option A(1) would also not result in a significant construction-related emissions impact. Table 7: Summary of Soil Cut, Fill, and Off- Haul for 2012 Scheme 1 and Option A(1) Estimated Amount (Cubic Yards) Off- CutFill Haul 2012 Scheme 1 127,500 32,500 95,000 Option A(1) 109,300 35,000 74,300 9 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 538 Construction-Related Health Risks Diesel particulate and PM emissions from mobile construction equipment for Option A(1) would 2.5 be less than 2012 Scheme 1 because less soil is required to be excavated and hauled from the site (refer to Table 7 above). As described in the March 2012 Addendum, construction-related health risk impacts to nearby sensitive receptors under 2012 Scheme 1 would be less than significant. The construction-related health risks of Option A(1), therefore, would also be less than significant. Toxic Air Contaminants Impacts to the Project The toxic air contaminants (TACs) impacts (including health risks for new residents associated with existing TAC sources) of Option A(1) would be the same as what was disclosed in the 2012 Addendum because the location of future sensitive receptors on-site (i.e., residences) are not closer to existing TAC sources than was assumed in the 2012 Addendum. The 2012 Addendum concluded that the project would not result in a significant TAC impact. Option A(1), therefore, would also not result in a significant TAC impact. Conclusion for Air Quality Impacts : Option A(1) would not result in new or more substantial significant air quality impacts than those disclosed in the certified 2009 Final EIR. Greenhouse Gas Emissions A project’s greenhouse gas emissions include emissions from transportation, area sources, electricity use, natural gas use, water use, wastewater generation, and solid waste generation. Option A(1) proposes a similar amount of development as 2012 Scheme 1 and would result in fewer vehicle trips (refer to Table 3). Therefore, the greenhouse gas emissions under Option A(1) would be less than the greenhouse gas emissions for 2012 Scheme 1 disclosed in the March 2012 Addendum. As discussed in the March 2012 Addendum, 2012 Scheme 1 would result in fewer greenhouse gas emissions than the project analyzed in the certified 2009 Final EIR. For these reasons, Option A(1) would not result in new or more substantial significant greenhouse gas emissions than those disclosed in the certified 2009 Final EIR. Conclusion for Greenhouse Gas Emissions Impacts : Option A(1) would not result in new or more substantial significant greenhouse gas emissions than those disclosed in the certified 2009 Final EIR. Other Impacts The conceptual site plan of Option A(1) shown in Figure 1 is slightly different than the conceptual site plan for 2012 Scheme 1 in the 2012 Addendum in that the location of uses at the east and west ends of the project site have shifted. All of the building heights for the different uses would be the same as under 2012 Scheme except two retail buildings (one south of the parking garage and the other on Stevens Creek Boulevard) under Option A(1) would be one story taller than assumed for retail building in 2012 Scheme 1 (50 feet instead of 35 feet) and the parking garage under Option A(1) would be one level taller than the parking garage in 2012 Scheme 1 (60 feet instead of 40 feet). 10 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 539 All buildings, however, would be within the maximum building height of 60 feet allowed by the Heart of the City Specific Plan. The final design of the revised project would be evaluated for consistency with the City’s standards as a part of Design Review (Architectural and Site Approval) process required for approval of the specific project design, if the revised project is approved. This review considers the relationship of the proposed buildings with the surrounding land uses and the streets, compliance with adopted height limits, setbacks, architectural, and landscaping design guidelines (including those in the South Vallco Park Master Plan), and the overall quality and compatibility of the building materials and architecture with the surrounding area. With implementation of the City’s Design Review process, the difference in building heights under Option A(1) would not result in a new or more substantial significant impact to the visual character of the site and surroundings than disclosed in the certified 2009 Final EIR. Given the similarities between the amount of development and site plan of Option A(1) and 2012 Scheme 1, Option A(1) would result in similar impacts as 2012 Scheme 1 in regards to aesthetics, agriculture and forestry resources, biological resources, cultural resources, geology and soils, hazards and hazardous materials, hydrology and water quality, land use, mineral resources, noise and vibration, population and housing, public services, recreation, and utilities and service systems. Conclusion for Other Impacts: Option A(1) would result in the same or lesser environmental impacts than disclosed in the March 2012 Addendum for 2012 Scheme 1 and the other environmental impacts would not be greater than those disclosed in the certified 2009 Final EIR. 2.2 Environmental Impacts of Increased Restaurant Uses Section 1.2 As discussed in , a sensitivity analysis was completed to determine the maximum percentage of restaurant use that could be allowed under the project without resulting in new or more substantial significant environmental impacts than analyzed in the certified 2009 Final EIR. The restaurant sensitivity analysis is included in Attachment A and the results are summarized in Table 8. The increase in proportion of restaurants in the retail component of the project, as outlined in Table 8, would primarily affect the project’s traffic, air quality, and greenhouse gas emissions. The environmental impacts of increasing the assumed percentage of restaurant uses on-site are discussed below. 11 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 540 Transportation Level of Service Impacts Restaurants typically generate more vehicle trips than general commercial uses. Increasing the proportion of restaurants in the retail component of the project would increase the project’s trip generation (i.e., average daily trips and peak hour trips). To determine the project’s maximum allowable restaurant square footage (which is identified in Table 8), the amount of retail space was incrementally reduced and analyzed as restaurant space until the number of trips generated by each project scheme was no greater than what was previously analyzed and/or would not result in a new significant level of service impact. For this reason, the increase in proportion of restaurants in the retail component of the project as outlined in Table 8 would not result in new or more substantial significant level of service impacts than disclosed in the certified 2009 Final EIR. Parking Impacts Parking demand would also rise with an increase in the restaurant proportion on-site. Table 9 below summarizes the proposed parking supply for each project scheme and the parking demand assuming the increase in restaurant proportion (as outlined in Table 8) based on the City’s Municipal Code, ITE, and ULI requirements. The increase in restaurant uses on-site would result in the same locational parking shortages as discussed in the March 2012 Addendum. Locational shortages in parking for the project are not considered a significant environmental impact. The increase in restaurant uses on-site outlined in Table 9 would not result in new or more substantial significant parking impacts than disclosed in the certified 2009 Final EIR and March 2012 Addendum. Other Transportation Impacts While the percentage of restaurant uses on-site would increase over what was analyzed in the certified 2009 Final EIR and March 2012 Addendum, the total amount of development and trip generation for the project would not exceed what was analyzed previously in the certified 2009 Final EIR and March 2012 Addendum. The March 2012 Addendum concluded that the modified project would not result in new or more substantial significant impacts regarding pedestrian, bicycle, and transit facilities, neighborhood traffic, and construction traffic than disclosed in the certified 2009 Final EIR. For this reason, the increase in percentage of restaurant uses outlined in Table 8 would also not result in new or more substantial significant impacts regarding pedestrian, bicycle, and transit facilities, neighborhood traffic, and construction traffic impacts than disclosed in the certified 2009 Final EIR. 13 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 542 Conclusion for Transportation Impacts : Increasing the proportion of restaurant uses in the retail component of the project, as outlined in Table 8, would not result in new or more substantial significant transportation impacts than those disclosed in the certified 2009 Final EIR. Table 9: Summary of Parking Supply and Demand for Increased Restaurant Uses Parking Demand Proposed 123 Parking Supply City Municipal CodeITEULI Shared Parking 2012 Scheme 1 1,956* 2,001 1,725 1,517 2,191 1,882 1,657 1,473 Variant 1a 2,159 1,922 1,681 1,493 Variant 1b 2,159 1,961 1,714 1,498 Variant 3a(1) 1,956 1,779 1,495 1,333 Variant 3a(2) 2,131 1,923 1,526 1,390 Option A(1) 2,191 1,937 1,710 1,495 Variant 3b 2012 Scheme 2 2,074 1,995 1,661 1,467 2,107 1,964 1,656 1,462 Variant 2a Notes: * Under 2012 Scheme 1, 1,956 parking spaces would be provided if 60,000 square feet of additional retail space and 120 market-rate apartments are constructed. Alternatively, if a 60,000 square foot athletic club and 143 senior units are constructed, 2,159 parking spaces would be provided. 1 The City’s Municipal Code parking requirement assumes no shared parking between uses on-site. 2 The ITE parking requirement is the sum of the average peak parking rates for all uses and does not account for time of day/day of week variations when the individual use peak occurs or any sharing of parking spaces. 3 The ULI parking requirement reflects shared parking facilities based on the different parking characteristics of each land uses. The ULI shared parking demand reflects the temporal distribution of parking demand by hour, day, and month. Sources: 1) City of Cupertino. City of Cupertino Municipal Code: Chapter 19.100 Parking Regulations, 2005; 2) th Parking Generation (Institute of Transportation Engineers (ITE), 4 Edition); and 3) Shared Parking, Urban Land Institute (ULI), 2005. Air Quality In terms of air quality, increasing the proportion of restaurant uses in the retail component on the site would affect the project’s operational emissions only. The project’s estimated construction-related and TAC impacts would remain the same because the amount of development proposed and the location of uses remains the same as analyzed in the March 2012 Addendum. While the increase in restaurant uses on-site would affect the project’s trip generation, the amount of daily trips would not exceed what was analyzed in the certified 2009 Final EIR for 2008 Scheme 1. Therefore, the increase in proportion of restaurant uses as outlined in Table 8 would result in less operational emissions from mobile sources (e.g., vehicle trips) than disclosed in the certified 2009 Final EIR. 14 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 543 Conclusion for Air Quality Impacts : Increasing the proportion of restaurant uses in the retail component of the project, as outlined in Table 8, would not result in new or more substantial significant air quality impacts than those disclosed in the certified 2009 Final EIR. Greenhouse Gas Emissions Increasing the restaurant uses on-site would result in similar greenhouse gas emissions because the amount of development, utility use and services, and number of average daily trips from the project (refer to Table 8) would be similar to what was analyzed in the March 2012 Addendum. The March 2012 Addendum concluded that the modified project would not result in new or more substantial greenhouse gas emissions impacts than disclosed in the certified 2009 Final EIR. For this reason, increasing the proportion of restaurant uses on-site, as outlined in Table 8, would also not result in new or more substantial significant greenhouse gas emissions than disclosed in the certified 2009 Final EIR. Conclusion for Greenhouse Gas Impacts : Increasing the proportion of restaurant uses in the retail component of the project, as outlined in Table 8, would not result in new or more substantial significant greenhouse gas emission impacts than those disclosed in the certified 2009 Final EIR. Other Impacts The increase in proportion of restaurant uses in the retail component of the project would result in similar impacts as disclosed in the 2012 Addendum in regards to aesthetics, agriculture and forestry resources, biological resources, cultural resources, geology and soils, hazards and hazardous materials, hydrology and water quality, land use, mineral resources, noise and vibration, population and housing, public services, recreation, and utilities and service systems, because these resources are not affected by the change in proportion of restaurant uses to general commercial uses on-site. Conclusion for Other Impacts: Increasing the proportion of restaurant uses in the retail component of the project, as outlined in Table 8, would result in the same or lesser environmental impacts as disclosed in the March 2012 Addendum for 2012 Scheme 1 and the other environmental impacts would not be greater than those disclosed in the certified 2009 Final EIR. 3.0 REVISIONS TO THE MARCH 2012 ADDENDUM Based on the analysis completed for Option A(1), as discussed in this memorandum, Section 2.8 of the 2012 Addendum will be updated to include Option A(1) as a 2012 scheme variant that would not result in environmental effects greater than disclosed in the certified 2009 Final EIR. In other words, Option A(1) would represent essentially similar environmental effects and none of the conditions described in Section 15162 of the CEQA Guidelines that would require preparation of a subsequent EIR would be met. In addition, based upon a review of trip assignment and trip distribution, Variant 3a(2) as identified in the 2012 Addendum would result in a new significant level of service impact that was not 15 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 544 previously disclosed in the certified 2009 Final EIR. The amount of development allowed under Variant 3a(2) has been revised to be within the impacts analysis completed in the certified 2009 Final EIR. To avoid a new significant project transportation impact, development under Variant 3a(2) would be reduced to 138,700 square feet of retail uses, 265,000 square feet of office uses, and a 250 room hotel. 4.0 REVISIONS TO 2012 SCHEME 1 CONCEPTUAL SITE PLAN In response to the City’s recommendations to underground more parking, locate the 0.75-acre park at a more interior location on-site, and shift more retail uses to front onto Stevens Creek Boulevard, the applicant revised the conceptual site plan for 2012 Scheme 1, as shown in Figure 2. The amount of development proposed under 2012 Scheme 1 in the revised conceptual site plan is the same as analyzed in the March 2012 Addendum. The primary differences between the revised conceptual site plan shown in Figure 2 and the initial conceptual site plan included in the March 2012 Addendum are that the location of uses at the east and west end of the project site have shifted, garage 1 in the revised conceptual site plan would be two stories taller (60 feet instead of 40 feet) with an additional level of below ground parking, and garage 2 is no longer proposed in the revised conceptual site plan. The increased height for garage 1 would be within the maximum building height of 60 feet allowed by the Heart of the City Specific Plan. The environmental impact that would be different with the revised conceptual site plan is aesthetics. All other environmental impacts would be the same as disclosed for 2012 Scheme 1 in the March 2012 Addendum. The final design of the revised project would be evaluated for consistency with the City’s standards as a part of Design Review (Architectural and Site Approval) process required for approval of the specific project design, if the revised project is approved. This review considers the relationship of the proposed buildings with the surrounding land uses and the streets, compliance with adopted height limits, setbacks, architectural, and landscaping design guidelines (including those in the South Vallco Park Master Plan), and the overall quality and compatibility of the building materials and architecture with the surrounding area. With implementation of the City’s Design Review process, the difference in the garage height and the shifting of uses on-site would not result in a new or more substantial significant impact to the visual character of the site and surroundings than disclosed in the certified 2009 Final EIR. 16 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 545 5.0 REFERENCES City of Cupertino. Addendum to the Final Environmental Impact Report For the Main Street Cupertino Project (SCH# 2008082058). March 22, 2012. ---. Final Environmental Impact Report for the Main Street Cupertino Project (SCH# 2008082058). January 2009. Fehr & Peers. Memorandum: Main Street Cupertino Options A and B. April 18, 2012. ATTACHMENT A: Fehr and Peers 18 1871 The Alameda, Suite 200, San José, California, 95126 Tel: (408) 248-3500 Fax: (408) 248-9641 www.davidjpowers.com 547 Table 4A. Main Street Cupertino Parking Demand Summary Ï 10% Restaurant Space UnsharedShared Scheme/Option/Variant CityParking Parking Parking 1 CodeSupply 23 DemandDemand 1 Scheme 1 (Scheme 1c)1,997 1,558 1,426 1,956 Variant 1a 1,864 1,617 1,438 2,191 Variant 1b 1,900 1,633 1,452 2,159 Variant 3a(1) 1,959 1,709 1,495 2,159 Variant 3a(2) 1,732 1,392 1,279 1,956 Variant 3b 1,934 1,702 1,489 2,191 Scheme 2 (Scheme 2b) 1,954 1,570 1,414 2,074 Variant 2a 1,918 1,554 1,399 2,107 Option A(1) 1,900 1,475 1,367 2,131 Option A(2) 1,970 1,560 1,418 2,131 Option B(1) 1,994 1,674 1,492 2,392 Option B(2) 2,064 1,759 1,543 2,392 Notes: 1.Based on City of Cupertino Municipal Parking Code 2.Based on ITE Parking Generation, 2008 3.Based on ITE Parking Demand, adjusted with time-of-day factors f Urban Land Institute Shared Parking. Assumes that all uses share on the site. If office and residential parking is reserved, the be similar to unshared parking demand, since only hotel and retail uses would share a minimal number of parking spaces. Source: Fehr & Peers, 2012. 554 Table 4B. Main Street Cupertino Parking Demand Summary Ï Increased Restaurant Space UnsharedShared Scheme/Option/Variant CityParking Parking Parking 1 CodeSupply 23 DemandDemand 1 Scheme 1 (Scheme 1c)2,001 1,725 1,517 1,956 Variant 1a 1,882 1,657 1,473 2,191 Variant 1b 1,922 1,681 1,493 2,159 Variant 3a(1) 1,961 1,714 1,498 2,159 Variant 3a(2) 1,779 1,495 1,333 1,956 Variant 3b 1,937 1,710 1,495 2,191 Scheme 2 (Scheme 2b) 1,995 1,661 1,467 2,074 Variant 2a 1,964 1,656 1,462 2,107 Option A(1) 1,923 1,526 1,390 2,131 Option A(2) 1,970 1,560 1,418 2,131 Option B(1) 1,994 1,674 1,492 2,392 Option B(2) 2,064 1,759 1,543 2,392 Notes: 1.Based on City of Cupertino Municipal Parking Code 2.Based on ITE Parking Generation, 2008 3.Based on ITE Parking Demand, adjusted with time-of-day factors f Urban Land Institute Shared Parking. Assumes that all uses share on the site. If office and residential parking is reserved, the be similar to unshared parking demand, since only hotel and retail uses would share a minimal number of parking spaces. Source: Fehr & Peers, 2012. 555 Appendix F: Additional Restaurant Sensitivity Analysis 570