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HomeMy WebLinkAboutMINUTES - 09171991 - 2.1 TO: BOARD OF SUPERVISORS a• .. Contra �. FRO" Phil- Batchelor, County Administrator Costa County DATE: September 17, 1991 SUBJECT: Approval .of Lease Development Agreement with Reynolds & Brown on Airport Center Property SPECIFIC REQUEST($)OR RECOMMENDATION(S)i BACKOROUNU AND JUSTIFICATION RECOMMENDATIONS: 1 . APPROVE the Lease Development Agreement (LDA) with Reynolds and Brown and the Formal Scope of Development attached thereto, subject to the Zoning Administrator's recommendations and conditons for approval (attached) . 2. AUTHORIZE County Administrator, County Counsel, Lease Management Division of General Services, and Growth Management and Economic Development Agency to prepare a final lease document and final scope of development, in accordance with the terms of the LDA, which includes adequate provisions to protect the County and carries out the intent of the parties, and to make such changes and clarifications to the lease document attached hereto, prior to time the lease is finally executed, as may be necessary to carry out the terms of the LDA, provided, in the determination of the County Administrator, such changes do not alter the substantive rights of the parties . 3. AUTHORIZE Board Chair to execute lease on behalf of County at such time as all conditions precedent to the lease execution, including approval of the Final Scope of Development by the Zoning Administrator as outlined in the Exclusive Right to Negotiate (ERN) and LDA have been completed. 4 . ADOPT CEQA findings as attached hereto as Exhibit A to the Zoning Administrator's report, reaffirming the previous certification of the 1989 Buchanan Field Airport Master Plan Update, Airport Access Plan Amendment, Golf Course Lease, General Plan Amendment, Circulation Improvements and Related Implementation for the Buchanan Field Airport Environmental Impact R port/ Environmental CONTINUED ON ATTACHMENT: X YEB BIONATURL ACTION OF BOARD ON 9 APPROVED AS RECOMMENDED--,X, OTHER Scott Tandy, Assistant County Administrator, reviewed the history of the development of the subject property. James Kennedy, Economic and Redevelopment Director of Community Development Department, provided further information with respect to the Master Plan, EIR, and the position of the Airport Land Use Commission. Hal Wight, Manager of Airports, spoke on safety issues and the related issue of the non-aviation. use of the airport property. Allen Kotin, the County's Real Estate Consultant for this project, evaluated the use of the property and the project. Dave Babcock of Reynolds and Brown showed slides of an overview of the proposed project. Peter Axelrod, attorney specializing in aviation law, and safety consultant, explained the results of his study. Jeff Launder, Vice President, of Thompson Associates, a retail consulting firm specializing in location and site research, discussed the densities, uses and patterns of shoppers. The Chair recognized the following members of the public who appeared and presented their comments: Jim Van Heukelem, 249 Wilma, Ripon; Mike Fiaumenhaft, 3953'Starlite Drive, Ceres; Timothy Slater, 636 Amador, Richmond; Dace' Swenson, 125 Price Lane, Pleasant Hill; Grace Ellis, 1718 Via del Verdes, Concord; Randy Alley, 1850 Mt. Diablo Street, Concord, Rick Ernst, 1320 Willow Pass Road, Concord, President of the Greater Concord Chamber of Commerce; James P. Kerrigan, General Manager of the Concord Sheraton, and representing the Concord Convention and Visitors Bureau; John B. Jackson, 1818 Hoover Coirt, Concord, Safety Flight Officer for the Civil Air Patrol, and a certified flight instructor; and David Duhs, 1390 Willow Pass Road, Concord, representing the Pace Membership Organization. Supervisor Torlakson requested that Mr. Hodges cos=ent on safety. Mr. Hodges reported that he had sutmitted a report to Hal Wight, explained acceptable margins of safety, levels of risk that the community can accept, standards within the industry and.state of the art safety criteria, and advised that they had concluded that the project does meet all such requirements. At the request of Supervisor Fandan, Herb Weiser, Special Counsel for the County, explained limitations and provisions for assignment of the lease. Board members discussed the project in some detail, expressed their appreciation to staff and those who had worked on developing the documents now before the Board; and APPROVED the above reco®eadations. VOTE OF SUPERVSORB 1 HEREBY COMFY THAT TNS•A TRW .UNANIMOUi("SM ` AND CORRECT COPY OF AN ACT10N TAKEN AYES: NOEr: AND ENTERED ON riff MINUTE$OF THE BOARD ABSENT: AMSTAIIt OF vwam IsORs ON DATEV" ca County Administrator's Office 9 County Counsel PMILBATCH OR.CLEFiKoFTF1EBO ARD OF Community Development Dept. 8UPERVISORSAND COUNTY ADMINISTFiATOR General Services Dept. Attn: Lease Management Div. 103112PQF Works Dept. er .DEPUTY Assessment ( "Airport Master Plan EIR/EA" ) and adoption of the CEQA findings on file with the Clerk of the Board; CERTIFY that the addendum to the Airport Master Plan EIR/EA has been completed in compliance with CEQA (Exhibit B to Zoning Administrator's report) , and ADOPT the Reporting Plan for Mitigation Measures, attached hereto as Exhibit C to the Zoning Administrator's report. 5 . Reconfirm County policy that the Board of Supervisor' s intends to maintain Buchanan Field Airport as an operating airport indefinitely into the future. BACKGROUND HISTORY The history of the Airport Center Project spans a number of years . In early 1981 , the consulting firm of Gruen, Gruen & Associates was hired to do a marketing analysis and financing strategy report ( "Gruen Report" ) on the 13-acre parcel at the corner of John Glenn Drive and Concord Avenue (subject property) and the 22-acre parcel immediately east of Marsh Drive. The purpose of the Gruen Report was to determine the number of square feet of gross and leasable space that could be developed within the constraints of parcel size, parking, land use regulation, traffic impacts and compatibility with the Buchanan Field and neighboring land uses . The engineering firm of TJKM was also engaged to do a traffic study for the development of these two parcels . The Buchanan Field Airport General Plan Amendment and Environmental Impact Report (Buchanan Field Airport EIR) were prepared based on the Gruen Report Recommendations concerning type and size of development on the subject property. The General Plan Amendment was adopted by the Board of Supervisors in late 1983 . Upon that approval, the Board of Supervisors authorized the Public Works Department to seek bids to build a 416 , 000 square foot office complex on the subject property. On August 14 , 1984 , the Board accepted a proposal from Reynolds & Brown to build 416 , 000 square feet of office space in three buildings ranging from 5 to 10 stories , plus a parking garage and restaurant . The Board thereafter authorized the Public Works Department to negotiate an appropriate lease. In November 1985 , Reynolds & Brown executed a Development Agreement with the County. The Development Agreement conformed to the project described in the Buchanan Field Airport EIR and accompanied an option for a ground lease. In February 1987 , the Grand Jury issued a report recommending a limit on the height of any proposed buildings to the same height as the Sheraton Hotel, adjacent to the subject property. In April 1987 , the Aviation Advisory Committee (AAC) recommended lowering the proposed project height to no higher than the Airport Plaza project. The Airport Land Use Commission (ALUC) also recommended lowering the height of the proposed project . Thereafter, the Board of Supervisors, directed staff to meet with Reynolds & Brown to determine if they would agree to reduce the height of the proposed project . In part, the current Airport Center Project is the result of those negotiations . EXCLUSIVE RIGHT TO NEGOTIATE AND LEASE DEVELOPMENT AGREEMENT On March 19, 1991 , the Board of Supervisors approved an Exclusive Right to Negotiate (ERN) with Reynolds & Brown for the Airport Center site. This agreement outlined the conditions precedent to the execution of a ground lease for the development of a commercial project on the property. The ERN provided for negotiating fees to be paid to the County ( $225, 000 is paid to date, and additional fee of $125,000 is due on September 22, 1991 ) , as well as a lease consideration fee in the sum of $650 , 000, to be paid at the time the ground lease is executed. Finally, the ERN provided for the settlement of a long-standing dispute -2- ,t between Reynolds and Brown and the County concerning an interest claimed by Reynolds and Brown in the property, and required Reynolds and Brown to quitclaim their interest in the site. The quitclaim deed required by the ERN was recorded on April 2, 1991 . The ERN also required the preparation of a Lease Development Agreement (LDA) to further detail the conditions precedent to conveyance of the ground lease. The LDA, which includes a formal scope of development, has been prepared by County staff in conjunction with the law firm of King, Weiser, Edelman & Bazar, attorneys specializing in ground leases and retained by the County to assist with this project. The LDA is recommended for your approval by the County Administrator, County Counsel, the Lease Management Division of General Services, and the Growth Management and Economic Development Agency. PUBLIC REVIEW The proposed development has undergone intense community review and public scrutiny during the last six months . Meetings were held with the Concord Chamber of Commerce Board of Directors and its Aviation Committee and the County Aviation Advisory Committee. Two meetings were held with the Airport Land Use Commission. The major concerns fell into the general areas of safety, insurance liability, non-aviation use of airport property, lease term, economics and environmental factors . A fact sheet which addresses these concerns was prepared by the Manager of Airports and County staff and is attached hereto. Copies of the fact sheet were distributed at the Aviation Advisory Committee and mailed to all airport users . In addition to the foregoing, the County has received petitions and letters from others who have an interest in the proposed development. A copy of that correspondence is attached. PROJECT DESCRIPTION The Formal Scope of Development permits commercial development of the site under one of two alternate proposals . The first proposal (the PACE option) will be anchored by a 24 foot tall , 107 , 000 square foot PACE membership warehouse and could include up to three smaller pads . PACE is a subsidiary of K-MART, and is backed by K-MART' s credit. It is contemplated that the PACE membership store will do substantial commercial business in the Central County area . The second development option would consist of a commercial center with two anchors, other smaller stores and two pads . Prior to execution of the lease, a Final Scope of Development, which identifies only one of these options as the project, will be reviewed by the Zoning Administrator at a public hearing. CALIFORNIA ENVIRONMENTAL QUALITY ACT REVIEW On May 8, 1990, the Board certified as adequate the Environmental Impact Report/Environmental Assessment prepared for the Airport Master Plan Update, Airport Access Plan Amendment, Golf Course Lease, General Plan Amendment, Circulation Improvements, and Related Implementation for the Buchanan Field Airport ( "EIR/EA" ) . On that same day, the Board adopted the General Plan Amendment and the Statement of Findings and Overriding Considerations as required by the California Environmental Quality Act ( "CEQA" ) ( "CEQA Findings" ) in support of the Amendment. Parcel A (the subject property) was originally proposed for development of approximately 480, 000 square feet of office space including a ten ( 10 ) , six ( 6 ) , and five ( 5 ) story office building. An Environmental Impact Report was certified by the Board for the originally proposed project on March 6 , 1984 . The General Plan Amendment approved and analyzed in the May 8, 1990 EIR/EA limits the use of Parcel A to a low profile 1-to-2 story commercial center totalling -3- ,y f approximately 220, 000 square feet. The EIR/EA evaluated all possible significant environmental impacts of designating Parcel A for commercial use. The Airport Center Project consists of a one story commercial building, totalling approximately 150, 900 . The Airport Center Project is consistent with the development analyzed for Parcel A in the EIR/EA. Consistent with Public Resources Code section 21166 no further environmental documentation is required in that: (i) substantial changes are not proposed in the Airport Center Project which would require major revisions to the EIR/EA; (ii ) substantial changes will not occur with respect to the circumstances under which the Airport Center Project is being undertaken which would require major revisions in the EIR/EA and (iii ) no new information has become or is expected to become available which will relate to significant effects not previously discussed in the EIR/EA. The CEQA findings to be adopted by the Board are attained hereto as Exhibit A and incorporated herein by reference. An Addendum to the EIR/EA which addresses the future traffic volumes forecast in accordance with Measure C' s' Technical Procedure has been prepared and is attached hereto as exhibit C. This Addendum consists only of minor technical changes and additions to the EIR/EA. These changes made to the EIR/EA in the Addendum do not raise new important issues . TRAFFIC IMPROVEMENTS At the intersection of Concord Avenue/John Glenn Drive, the EIR/EA for the Airport Master Plan recommended the addition of a second left turn land along the eastbound and westbound approaches as a mitigation measure. This recommendation was based on cumulative year 2000 traffic volumes . The traffic analysis presented in the Addendum is based on the future traffic volumes forecast for the cumulative year 1996 . This was done in accordance with Measure C' s ( 1988 ) Technical Procedures which requires a cumulative conditions analysis based on the approved and proposed developments expected to occur within a minimum of five years . Thus , based on the cumulative year 1996 traffic volumes, a second eastbound and westbound left turn lane would not be warranted as a result of this project . This project, however, is dedicating additional rights of way for a second left turn pocket and paying a traffic mitigation fee of $316 , 000 for its share of future area-wide road improvements . SAFETY The project area lies outside all designated safety zones established by the ALUC. In its review of the project on August 14 , 1991 , the Commission determined that if the Board of Supervisors was inclined to approve a development on the Airport Center site that the PACE center alternative is preferable to the commercial multi-tenant center. Further, the Commission suggested several measures to mitigate public safety and noise compatibility concerns including an overview of safety by an aviation consultant selected by the Manager of Airports Hal Wight. In addition to the work done by the Reynolds & Brown consultant, Peter Axelrod, the airport commissioned an independent study of the safety issues raised by the pilots and the community. This independent analysis verified that the project does meet all relevant safety criteria . The Manager of Airports concurs with these conclusions . DENSITY -rhe expected density of the project is anticipated to be less than that of other projects in the area, including Target ( 35 persons per acre) , the Sun Valley Mall (49 persons per acre) , and the Reynolds and Brown Airport Plaza offic-oscomplex ( 64 persons per acre) . It is -4- anticipated that the density of the PACE store will not exceed a population density of 29 persons per acre. A BizMart store (part of the PACE alternative) is not expected to exceed a density of 22 persons per acre. The alternative development is not expected to exceed 35 persons per acre. ECONOMICS Development of this parcel of property will provide two streams of revenue over the fifty-year term of the lease. Pursuant to FAA regulations, ground lease revenue must be deposited into the Airport Enterprise Fund. Any County revenue derived from sales tax will be deposited into, the County General Fund. GROUND LEASE REVENUE FOR AIRPORT ENTERPRISE FUND The following figures are actual and estimates of anticipated ground lease revenues from the project: Since March 26 , 1991 $ 225 , 000 .00 Due September 22, 1991 125, 000 . 00 At signing of Ground Lease 650,000 . 00 Total after 10 years 4 , 000, 000 . 00 Total after 20 years 10 , 000 , 000 . 00 Total after 30 years 17,000, 000 . 00 Total after 40 years 25 , 500 , 000 . 00 Total after 50 years $37 , 500, 000 . 00 ANTICIPATED SALES TAX REVENUE The anticipated sales tax revenue from the project will be a function of actual sales and the state of local economy. Nevertheless, we believe that the range would be between $100-$125 million in gross sales annually. Recognizing that only 60% of sales at the PACE location would be taxable, the actual sales tax revenue will be discounted. Nevertheless, at the 1% local rate, it is anticipated that between $800 , 000 - $1 , 000 , 000 per year would accrue to the County General Fund after customer development of the commercial base. We anticipate possessory interest estimated at $40,000 a year to accrue to the County General Fund. Given these times of economic uncertainty and the difficult climate for leasing and lending, we believe that the proposed project is the highest and best use that can be placed on the property in the foreseeable future. While other alternatives have been suggested ranging from open space to more hangars to auto dealerships, none of these alternatives has the certainty for revenue production as that of the proposed project . ZONING ADMINISTRATOR HEARING The County Zoning Administrator held a public hearing on September 16 , 1991 , to consider conditions of approval regarding the formal scope of development, CEQA findings, and the Airport Center draft traffic study prepared by DKS Associates . The draft study has been referred to the Cities of Concord and Pleasant Hill for their comments regarding the impact of traffic and mitigation measures for the project. The Zoning Administrator' s comments and report will be provided at the Board Meeting. The project was found by the Zoning Administrator to be consistent with the General Plan and consistent with the airport safety policies of the Airport Land Use Commission and the County. s1a2\a:\Ida-bdor.der -5- y LEASE DEVELOPMENT AGREEMENT by and between CONTRA COSTA COUNTY AND REYNOLDS & BROWN, INC. TABLE OF CONTENTS Page ARTICLE 1. COVENANTS OF COUNTY . . . . . . . . . . . . . 2 1. 1 Ground Lease . . . . . . . . . . . . . . 2 1.2 Reciprocal Easement Agreement . . . . 2 1.3 Nondisturbance and Attornment Agreements . . . 2 1.4 Estoppel Certificates 2 1.5 Governmental Approvals 2 1.6 Approval of Signalization . . . . . . . . . . . . . 3 1.7 Budget Lease . . . . ...... . . . . . . . 3 1.8 Material Obligations 3 1.9 Status of Covenants . . . . . . . . . . . . . . . . 3 ARTICLE 2. CONDITIONS PRECEDENT TO LEASE CONVEYANCE . . . 3 2 . 1 ERN Negotiating Fees . . . . . . . . . . . . . . . 3 2 .2 Lease Consideration Fee . . . . . . . . . . . . . . 4 2 . 3 Estoppel Certificates . . . . . . . . . . . . . 4 2. 4 Design Review. . . . . . . . . . . . 4 2 .5 Submission of Evidence of Financing Commitments . . 4 2. 6 Final Scope of Development. . . . . . . . . . . . . 4 2 .7 Schedule of Performance . . . . . . . . . . . . . 4 2 .8 Building Permit and other Governmental Permits . . 4 2 .9 Zoning Administrator and Airport Manager . . . . 5 2. 10 FAA Notice of Proposed Construction . . . . . . . 5 2 . 11 Marketing Plan . . . . . . . . . . . . . . . . . 5 2. 12 Maior Subleases . . . . . . . . . . . . . . . . . 5 2 . 13 Reciprocal Easement Agreement . . . . . . . . . . 5 2 . 14 Ground Lease . . . . . . . . . . . . . . . . . . . 5 2 . 15 Parcel Map . . . . . . . . . . . . . . . . . . 5 2 . 16 Notice to Remove Budget Car Rental . . . . . . . . 5 2 . 17 Condition of Title . . . . . . . . . . . . . . . 6 2 . 18 Other Obligations . . . . . . . . . . . . . . 6 2 . 19 Status of Conditions; Waiver . . . . . . . . . . . 6 ARTICLE 3 THE SITE . . . . . . . . . . . . . . . . 6 3 . 1 Occupants of the Site . . . . . . . . . . o o 6 3 .2 Development Approvals . . . . . . . . . . . . 6 3. 3 Condition of the Site . . . . . . . . . . . . . . 7 3 .3 . 1 Hazardous Materials . . o . . . . . . 7 3. 3 .2 Liability for Condition of Site o 7 3 . 3 . 3 Demolition. . . . . . . 7 3 .3 .4 Accessibility of Site for Testin o 7 3 .3 . 5 Notice of Discovery of Hazardous Waste 8 3. 3 . 6 Tenant's Remediation Prior to Close of Escrow . . . . . . . . . . . . . . . . 8 ARTICLE 4 OTHER PRE-CONVEYANCE MATTERS . . . . . . . . . . 9 4 . 1 Financing Commitments 0 0 . . . 0 . 0 . . . . . 9 4.2 County Participation in Planning and Selection of Majors and Subtenants. . . . . . . . . . . . . . . 10 4.2 .111 4.2.2 Other Subtenants . . . . . . . . . . . . 11 4. 3 Title and Title Insurance . . . . . . . . . . . . . it 4.3 .1 Condition of Title . . . . . . . . . . . 11 4.3.2 Parcel Map . . . . . . . . . . . . . . . 12 4.3.3 Title Insurance . . . . . . . . . . . . . 12 ARTICLE 5 CONVEYANCE OF THE SITE . . . . . . . . . . . . . 12 5. 1 Escrow . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE 6 ASSIGNMENT AND TRANSFERS . . . . . . . . . . . . . 13 6. 1 Developer's Right to Assign. . . . . . . . . . . . 13 6.2 Notification of Changes in Developer . . . . . . . 13 ARTICLE 7 DEFAULTS, REMEDIES AND TERMINATION . . . . . . . . 13 7. 1 Defaults - General . . . . 13 7. 1. 1 Notice and Right to Cure - In General. 13 7 . 1.2 Notice of Default . . . . . . . . . . . . 14 7 . 1. 3 No Waiver. . . . . . . . . . . . . . . . 14 7.2 Applicable Law . . . . . . . . . . . . . . . . 14 7 . 3 Rights and Remedies are Cumulative . . . . . . . . 14 7.4 Damages . . . . . . . . . . . . . . . . . . . . . . 14 7.5 Specific Performance . . . . . . . . 14 7 . 6 Remedies and Rights of Termination Prior to Conveyance . . . . o * . . . . . . . . . 15 7 . 6.2 Termination by County . ' o . . . . . 15 7.7 Termination Resulting From Developer's Default . . 16 7 .8 Notice of Termination . . . . . . . . . . . . . . . 16 7.9 Termination Pursuant to the ERN . . . . . . . . . 16 7. 10 Plans, Data and Approvals. 16 ARTICLE 8 GENERAL PROVISIONS . . 17 8. 1 Notices, Demands and Communications Between the Parties . . . . . . . . . . . . . . . . . . . . 17 8 .2 Conflict of Interests . . . . . . . . . . 18 8. 3 Warranty Against Payment of Consideration for Agreement . . . . . . . . . . . . . . . . . 18 8.4 Nonliability of County Officials and Employees 18 8.5 Real Estate Commissions. . . . . . . . 18 8. 6 Identity and Authority of the Parties. . . . . . . 18 8.7 Enforced Delay: Extension of Times of Performance . . . 8.8 Approvals by County and Developer . . . . . . . . . 19 ARTICLE 9 SPECIAL PROVISIONS . . . . . . . . . . . . . . 19 9. 1 Reciprocal Easement Agreement . . . . . . . . 19 9. 1. 1 Description and Approval of REA. 19 9. 1. 2 County Rights and Obligations. 20 9.2 Prevailing Wages. . 20 CCC2.LDA 3692-10914 09/16/91:5:54 mba:lj 9.3 Competitive Bidding . . . . . . . . . . . . . . . . 20 ARTICLE 10 ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS . . . 20 10.1 Duplicate Originals . . . . . . . . . . . . . . . . 20 10.2 Implementation of the ERN . . . . . . . . . . . . . 20 10. 3 Waivers/Amendments . . . . . . . . . . . . . . . . 20 ATTACHMENTS Attachment No. 1 - Form of Ground Lease Attachment No. 2 - Legal Description of the Site Attachment No. 3 - Form of Nondisturbance and Attornment Agreement Attachment No. 4 - Airport Center Closing Checklist Attachment No. 5 - Form of Joint Escrow Instructions Attachment No. 6 - Further Discretionary Approvals Attachment No. 7 - Formal Scope of Development Attachment No. 8 - Initial Permitted Exceptions Attachment No. 9 - Conditions of Approval CCC2.LDA 3692-10914 09/16/91:5:55 mba:lj ` • • LEASE DEVELOPMENT AGREEMENT THIS LEASE DEVELOPMENT AGREEMENT (the "Agreement") is made as of this day of , 1991, by and between the CONTRA COSTA COUNTY, a political .subdivision of the State of California (the "County") , and Reynolds & Brown, Inc. , a California corporation (the "Developer") , on the basis of the following facts, understandings and intentions of the parties: RECITALS A. These Recitals refer to and utilize certain capitalized terms which are defined in this Agreement, including Attachment No. 1 hereto, the "Ground Lease, " and that certain Exclusive Right to Negotiate, effective March 26, 1991 (the "ERN") . The parties intend to refer to those definitions in conjunction with the use of defined terms in these Recitals. B. County is the owner of that certain unimproved real property (the "Site") located in Contra Costa County, State of California, and more particularly described in Attachment No. 2 attached hereto. C. The Site is part of a larger parcel known as Buchanan Field, and operated as the Contra Costa County Public Airport (the "Airport") . D. County and Developer entered into the ERN, which document provides for the negotiation, and possible execution, of the Ground Lease. E. Upon execution and recordation of the Ground Lease, Tenant proposes to develop initially a warehouse retail center with ancillary support retailers, or a retail center with multiple anchor tenants and ancillary support retailers on the Site (the "Project") . F. On May 8, 1990, County certified as adequate the Environmental Impact Report/Environmental Assessment prepared for the Airport Master Plan Update, Airport Access Plan Amendment, Golf Course Lease, General Plan Amendment, Circulation Improvements, and Related Implementation for the Buchanan Field Airport ("EIR/EA") . On the same day, County adopted the General Plan Amendment and the Statement of Findings and Overriding Considerations as required by the California Environmental Quality Act ("CEQA") . G. County has caused to be prepared an Addendum to the EIR/EA, and shall, prior to consideration of this Agreement, reconsider its earlier CEQA certifications and findings in light CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —1— of the project contemplated by this Agreement, and consider such other CEQA-related matters as may be required. H. This Agreement is intended to implement, and not to supersede or replace, the ERN. THEREFORE, County and Developer agree as follows: ARTICLE 1. COVENANTS OF COUNTY Subject to the terms and conditions of this Agreement and the ERN, and in accordance with the Schedule of Performance, County covenants (and agrees to use utmost good faith and diligence to perform such covenants) as follows: 1. 1 Ground Lease Upon satisfaction of those conditions set forth in Article 2, County shall execute and deliver into escrow the Ground Lease in form as attached hereto as Attachment No. 1, and execute in recordable form, acknowledge and deliver a Memorandum thereof. 1.2 Reciprocal Easement Agreement Upon satisfaction of those conditions set forth in Article 2, and upon request of Developer, County shall execute and deliver into escrow the County-approved REA described in Section 9. 1 of this Agreement and Section 6. 3 .2 of the Ground Lease. 1. 3 Nondisturbance and Attornment Agreements Upon request of each Subtenant constructing its own building, County shall execute and deliver into escrow the Nondisturbance and Attornment Agreements for each Major (if required by such Major) in the form attached hereto as Attachment No. 3 . 1.4 Estoppel Certificates Upon request of Developer, County shall execute and deliver (if Developer is entitled to such certificates) the estoppel certificates described in the Joint Escrow Instructions, Attachment No. 5. 1.5 Governmental Approvals Upon application by Developer, with Developer's full cooperation and at its expense, County shall cooperate to process expeditiously all required discretionary governmental approvals in accordance with paragraph 7 . 1(n) of the ERN. CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —2— 1.6 Approval of Signalization County shall use its best efforts to obtain the approval of the City of Concord for the signalization of the intersection on Concord Avenue in accordance with paragraph 7. 1(p) of the ERN. 1.7 Budget Lease County shall terminate the Budget Lease within 45 days after receipt of notice to do so from Developer, as provided in Section 7. 1(t) of the ERN. 1.8 Material Obligations County shall comply with and perform all of its material obligations, covenants, promises and agreements required to be performed under this Agreement and all other documents executed in connection therewith on or before the Close of Escrow. 1.9 Status of Covenants The covenants set forth above and their status as of the date hereof are set forth on Attachment No. 4 hereto, "Airport Center Lease Closing Checklist. " ARTICLE 2 . CONDITIONS PRECEDENT TO LEASE CONVEYANCE As conditions precedent and concurrent, as applicable, to the close of escrow and the delivery of the Ground Lease by County to Developer, the conditions set forth in this Article 2 must first be satisfied and fulfilled in accordance with the Schedule of Performance (as provided in Section 7 of the ERN) , unless such times are extended in accordance with Section 8.7 hereof or in writing by mutual agreement of County and Developer. Subject to the terms and conditions of this Agreement and the .ERN, Developer agrees to use its best efforts to satisfy the conditions set forth in this Article 2, and shall submit evidence satisfactory to County that the conditions have been satisfied, if such be the case. 2 . 1 ERN Negotiating Fees Within the times and in the amounts set forth in the ERN, at Article 2 , Developer shall deliver to County the negotiating fees (the "Negotiating Fees") in cash. The parties acknowledge that pursuant to the ERN, Developer has paid the Basic Negotiating Fee, the First Extension of Negotiations Fee and the Second Extension of Negotiations Fee. CCU ADA 3692-10914 09/16/91:2:51 mba:lj —3— 2.2 Lease Consideration Fee Payment by Developer to County of the Lease Consideration Fee of $650, 000 (reduced by Developer's Credits Costs, if any, described in Section 3. 3.6 of this Agreement) . 2.3 Estoppel Certificates Execution and delivery by Developer (if County is entitled to such certificates) of the estoppel certificates described in the Joint Escrow Instructions, Attachment No. 5. 2.4 Design Review. Submission (and re-submission as may be required) by Developer and/or Subtenants, as applicable, of designs, plans, drawings and related documents, and approval thereof, in accordance with Section 7 of the ERN. 2 .5 Submission of Evidence of Financing Commitments. Submission by Developer of the evidence of financing commitments in accordance with Section 7. 1(r) of the ERN and Article 4 . 1 hereof; and the recordation by Developer of the security instruments and the funding of financing (loans and equity) to construct the Site improvements to be constructed by Developer next in order after the recordation of the instruments to be recorded under this Agreement. 2. 6 Final Scope of Development. Submission by Developer to County of its Final Scope of Development for the Improvements in accordance with the ERN (and particularly, paragraph 6. 1 thereof) . The Zoning Administrator, acting on behalf of County, shall hold a noticed meeting to consider and approve a Final Scope of Development. 2.7 Schedule of Performance Submission by Developer to County of its Schedule of Performance for construction required by Section 5.2 of the Ground Lease. 2 .8 Building Permit and other Governmental Permits. Developer shall have received all required discretionary governmental approvals for the project to the reasonable satisfaction of Developer and the Subtenants constructing their own buildings. CCU ADA 3692-10914 09/16/91:2:51 mba:lj —4— 2.9 Zoning Administrator and Airport Manager Developer shall have received written approvals of the Final Scope of Development from the County's Zoning Administrator and the Airport Manager, as contemplated by the ERN. 2. 10 FAA Notice of Proposed Construction Prior to conveyance of the Ground Lease, Developer shall prepare and file with the San Francisco Airports District Office of the Federal Aviation Administration an FAA Form 7460. 1, "Notice of Proposed Construction. " 2 . 11 Marketing Plan Submission by Developer to County of the Marketing Plan referred to in section 4. 2 of this Agreement. 2. 12 Maior Subleases Submission by Developer into escrow or into concurrent escrows of the executed Major Subleases and other Subleases as approved by County for not less than 60% of the gross leasable area of the Project. 2 . 13 Reciprocal Easement Agreement Execution and delivery into escrow by Developer of the REA described in Section 9. 1 of this Agreement and Section 6. 3 .2 of the Ground Lease. 2. 14 Ground Lease Execution and delivery into escrow by Developer of the Ground Lease substantially in form as attached hereto as Attachment No. 1, and execution in recordable form, acknowledgement and delivery of a Memorandum thereof. 2. 15 Parcel Map The preparation by Developer, approval by the relevant governmental authority, and recordation of a parcel map, or other map, referred to in section 4. 3. 3 of this Agreement, as may be necessary to close escrow on Developer's loan for the Site improvements. 2 . 16 Notice to Remove Budget Car Rental. Not less than 45 days prior to the Close of Escrow, County shall have received the Notice to Remove Budget Car Rental as provided in paragraph 7 . 1 (t) of the ERN. CM ADA 3692-10914 09/16/91:2:51 mba:lj —5— 2. 17 Condition of Title Title to the leasehold shall be in a condition acceptable to Developer, as set forth below at Section 4.3. 2. 18 Other Obligations Compliance by County with all of its material obligations, covenants, promises and agreements under this Agreement and the ERN. 2.19 Status of Conditions; Waiver The conditions set forth above and their status as of the date hereof are set forth on Attachment No. 4 hereto, "Airport Center Lease Closing Checklist. " The party in whose favor any of the above-listed conditions operate may waive such condition prior to Close of Escrow. ARTICLE 3 THE SITE 3 . 1 Occupants of the Site The leasehold shall be conveyed free of any possession or right of possession except that of Developer. County shall at its cost and expense perform all necessary relocation of the occupants from the Site. 3 .2 Development Approvals 3 .2. 1 County, as landlord and not as a regulatory agency, shall cooperate with Developer (and each Subtenant) to enable Developer (and each Subtenant) to obtain all governmental approvals, certifications, and compliances necessary for the development of the Site in accordance with this Agreement (the "Development Approvals") including, without limitation, site and plan approval, building permits, and utilities; provided that such cooperation shall be construed as that of landlord and owner of the fee without cost to County (other than administrative costs typically borne by County) , and not as a regulatory agency having jurisdiction over the issuance of entitlements. The parties have agreed that for purposes of this project, further discretionary approvals required for the development of the Site shall be as attached hereto as Attachment No. 6. Nothing herein shall be interpreted to waive any requirements of County (in its governmental capacity) for issuance of such approvals, certifications, and compliances. 3 .2 .2 The Conditions of Approval adopted by the County for the Site are attached hereto as Attachment No. 9. CCC2.LDA 3692-10914 —6- 6— 09/16/91:2:51 mba:lj 3.2. 3 The traffic impact fee imposed by County in its capacity as regulator shall not exceed two dollars and five cents ($2. 05) per square foot of gross leaseable area of the Improvements. 3.2.4 Developer acknowledges that execution of this Agreement by County does not constitute approval by it of any required permits or applications, and in no way limits its discretion in the permit and approval process. County shall render all reasonable assistance to Developer in obtaining County and other governmental permits or approvals. 3.3 Condition of the Site 3 . 3. 1 Hazardous Materials Developer has reviewed, prior to execution of this Agreement, reviewed the Phase 2 Audit for the Site, and Developer will, prior to execution of the Ground Lease, have the opportunity to investigate the condition of the Site to its satisfaction, including the presence of any contaminants, or Hazardous Materials in air, soil, groundwater or surface water in, on or under the Site and pollutants of any kind located on or within the Site, the presence of any underground obstacles to development, and the suitability of the Site for construction and development of the Improvements on the Site. 3 . 3 .2 Liability for Condition of Site. The Site shall be conveyed by the Ground Lease in the condition provided for in Section 3 . 1 of the Ground Lease. 3.3 . 3 Demolition. All demolition, site clearance and site preparation work shall be performed by Developer as required to implement the Final Scope of Development. 3 . 3 .4 Accessibility of Site for Testing. 3 . 3 .4 . 1 Following execution of this Agreement by Developer, Developer . (or its nominees or designees, including the Subtenants) shall have access to any portions of the Site acquired by County (or concerning which County is able prior to acquisition to obtain access) for the purpose of conducting tests to determine the soil, geologic and seismic condition of the Site and its suitability for the development to be constructed thereon. Developer acknowledges that it must obtain the consent of the current tenant on the Site, Budget Rental Cars, prior to entry onto that portion of the Site leased by such tenant. Developer agrees to and shall indemnify and hold County harmless from any and all injuries or damages arising out of any work or activity hereunder of Developer, its contractors, agents, or its employees. CCU ADA 3692-10914 09/16/91:2:51 mba:lj 3. 3.4.2 If this Agreement is terminated for reasons other than the Close of Escrow after Developer has commenced remediation work and prior to conveyance of the leasehold, then it shall be the sole responsibility and obligation of Developer to take such actions as may be necessary to return the Site to a level, graded and nuisance-free condition. 3.3.5 Notice of Discovery of Hazardous Waste Without in any way altering the allocation of risks between the parties as set forth in this Agreement and the Ground Lease, pursuant to the California Public Contract Code § 7104 (first of two) , Developer (if it is the contracting entity) shall promptly, and before the following conditions are disturbed, notify County, in writing, of any: A. Material that Developer believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law. B. Subsurface or latent physical conditions at the site differing from those indicated. C. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract for performance of the Remedial Action Plan. 3 . 3 . 6 Tenant's Remediation Prior to Close of Escrow. Reference is made to Article 3 of the Ground Lease which addresses the condition of the Site and the responsibilities of County and Developer regarding remediation of the Site. Section 3 . 10 of the Ground Lease contemplates that after Close of Escrow, County (as "County") may enter the Leased Premises and perform the work of remediation required. The Ground Lease will not be effective until conveyance at Close of Escrow. Developer has requested that it be permitted to enter upon the Site prior to Close of Escrow, and commence the work of remediation pursuant to the Remedial Action Plan referred to in Article 3, all at Developer's sole cost and expense. County and Developer agree that costs incurred by Developer prior to the Close of Escrow which would otherwise be "County's Remedial Costs" under Section 3 . 10 of the Ground Lease had County performed the work pursuant to the Remedial Action Plan ("Developer's Credit Costs") , shall be a credit against the CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —8— Lease Consideration Fee at Close of Escrow. The use of Developer's Credit Costs as a credit against the Lease Consideration Fee, or an offset against rent as provided in the Ground Lease, shall be Developer's sole remedies for such expenditures, and County shall not otherwise be liable for the payment, repayment or reimbursement of Developer's Credit Costs, notwithstanding that Developer's Credit Costs exceed $750, 000, this Agreement is terminated, or the Ground Lease is not conveyed or for any other reason. Developer agrees not to make any claim against County for payment or reimbursement of Developer's Credit Costs or any other cost incurred by Developer arising out of Developer's entry upon the Site prior to the Close of Escrow, nor to make any claim of a lien or other right in or to the Site on account of such Developer's Credit Costs. As of the date hereof, the parties anticipate that there will be no work of remediation, no Remedial Action Plan and no Developer's Credit Costs. The form of Ground Lease attached hereto contemplates that a Remedial Action Plan shall have been adopted prior to conveyance of the leasehold. If not, then the substitute Article 3, attached to the form of Ground Lease as Appendix 1, shall be included in the Ground Lease. ARTICLE 4 OTHER PRE-CONVEYANCE MATTERS 4. 1 Financing Commitments Developer shall submit (and in the case of a Subtenant's Sublease, shall submit or cause the Subtenant to submit) to County evidence that Developer or the Subtenant has obtained commitments for interim and permanent financing necessary for the development of the Project in accordance with the ERN. County shall approve or disapprove such evidence of financing commitments within the times established in the Schedule of Performance. Failure of County to approve or disapprove any such evidence of financing commitments within such times shall be deemed an approval. 4 . 1. 1 If Developer or a Subtenant shall elect to obtain financing from sources unaffiliated with Developer or that Subtenant, the following evidence of financing shall be sufficient: 4 . 1. 1. 1 Copies of all construction financing commitments, which commitments may include such conditions to funding as lenders normally require. 4 . 1. 1.2 Proof of acceptance of each loan commitment by Developer or the Subtenant; CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —9— 4. 1. 1.3 Reasonable evidence satisfactory to County of sources of capital sufficient to demonstrate that Developer or the Subtenant has adequate funds to cover the difference, if any, between construction cost minus financing authorized by mortgage loans. 4. 1.2 If Developer or the Subtenant shall elect to finance the acquisition and development of the Project (or the portion thereof for which it is to cause the construction) with its own funds or the funds of an affiliated company or partially with its own funds and partially with the funds of a joint venturer or partner, sufficient evidence of financing shall consist of evidence reasonably satisfactory to County that Developer or the Subtenant has or will have sufficient cash with which to commence, diligently pursue and complete the con- struction and improvement required of it under this Agreement or the Subtenant Sublease. Developer or the Subtenant shall submit such evidence to County as may be reasonably required by County in order to make a fully informed decision based on documented and verified information and facts. County shall have the right to request additional evidence as it reasonably deems advisable. 4 . 1. 3 Developer (and each Subtenant) shall have the right at any time to substitute the method of interim financing (i.e. , financing obtained from third-party lenders or with its own funds and/or funds of a joint venture partner, or any combination thereof) provided that Developer provides to County satisfactory evidence of such financing commitments meeting the requirements of this Section. 4 . 1.4 Prior to Closing, any material change, modification, revision or alteration of the approved evidence of financing must first be submitted to and approved by County for conformity to the provisions of this Agreement. If not so approved, the approved evidence of financing shall continue to control. 4 .2 County Participation in Planning and Selection of Majors and Subtenants. County desires a substantial amount of the tenant use in the Site to be for the sale of goods subject to Sales Tax. Prior to the initial leasing of space, Developer shall submit to County for its review and comment a marketing plan ("Marketing Plan") setting forth categories of goods and services and a representative sampling of the names of prospective tenants within the various categories as a goal to the end that the Site maintains the quality defined in the Formal Scope of Development and conforms to the requirements of the Ground Lease. Prior to substantial lease-up of the Improvements, Developer shall, from time to time, as reasonably necessary and in accordance with CCC2.LDA 3692-10914 _10— 09/16/91:2:51 mba:lj prevailing market conditions, restudy and revise its Marketing Plan and submit same to County for review and comment. County shall submit its comments to the Marketing Plan within ten (10) days of its receipt of the Marketing Plan. 4.2.1 Major Retailers The Major or Majors and the form and content of their respective Subleases shall be subject to the approval of County. Each Major shall be contractually obligated to construct their respective store, stock it with inventory and open for business under the name of Major's name and style used in other similar stores in California. Each approved Major Sublease shall be delivered to escrow and be binding immediately after Close of Escrow. 4.2.2 Other Subtenants Developer shall make a good faith effort, subject to prevailing market conditions, to comply with the approved marketing plan in connection with the initial leasing of the Development Component containing the non-Major stores. After the initial lease-up of such Development Component, the selection of other Subtenants shall be at Developer's discretion, subject to the restrictions set forth at Section 6. 1 of the Ground Lease, and Developer's good faith efforts to attract Subtenants suitable to a well-run shopping center maintained in first-class condition. 4 .3 Title and Title Insurance 4.3 . 1 Condition of Title. County shall Grant to Developer, or its nominee, a leasehold in the Site, free and clear of all recorded (or, if not recorded, disclosed in the title policy) encumbrances, covenants, conditions, restrictions, equitable servitudes, assessments, easements, leases, taxes and other defects which inhibit, prevent or prohibit or which delay or substantially increase the cost of the development of the Site in accordance with plans, drawings and related documents approved by County; except for those items which are permitted by and are consistent with this Agreement and (in particular) the Scope of Development, the Initial Permitted Exceptions contained in Attachment No.8 attached hereto and any conditions, covenants and restrictions in favor of the Federal Aviation Commission, the United States Government (or any department or agency thereof) . The parties shall negotiate in good faith to modify, if necessary, the Initial Permitted Exceptions within sixty (60) days after the execution of this Agreement by County to reflect those exceptions to title in the leasehold conforming to the requirements set forth in this section and reasonably acceptable to Developer. If Developer shall disapprove any matter affecting CCO ADA 3692-10914 09/16/91:2:51 mba:lj , title to the Site, County shall attempt in good faith to eliminate such disapproved matter within a reasonable time, and if County is unable to do so, the parties shall be relieved of any further obligation hereunder. Nothing contained in this Section 4.3 . 1 shall, however, require County to incur any cost or expense in order to cure a matter disapproved by Developer unless County, in its sole discretion, elects to incur such cost or expense. 4. 3.2 Parcel Map. Developer at its cost and expense, and with the good faith cooperation of County, shall prepare any subdivision map, parcel map or any other document which may be required to implement this Agreement, which map shall be suitable for recording. During the preparation of the map, Developer shall consult with County, and the final form of the map shall be subject to the approval of County, which approval shall not be unreasonably withheld. The map, if needed to close escrow, shall be recorded at the Close of Escrow. 4 . 3.3 Title Insurance. A title insurance company (the "Title Insurance Company") satisfactory to County, Developer and the Subtenants, shall provide and deliver to Developer and each of the Subtenants, respectively, a separate title insurance policy issued by the Title Insurance Company insuring that leasehold title to the Site is vested in Developer (or in the case of a Subtenant's sublease, that the subleasehold interest in the Subtenant's Parcel, is vested in the Subtenant) in the condition required by Section 4. 3 . 1 of this Agreement together with such reasonable endorsements as may be requested by Developer and, in the case of a Subtenant's Parcel, by the Subtenant. County shall cooperate with the Title Insurance Company (but, except with respect to the termination of the Budget Rental Car lease, without additional cost to County) to provide the endorsements. The title insurance policy at Developer's or the Subtenant's option may be an A.L.T.A. owner's policy, the issuance of which shall be a condition of Developer's or the Subtenant's obligation to accept title. The Title Insurance Company shall provide County with a copy of the title insurance policy. ARTICLE 5 CONVEYANCE OF THE SITE 5. 1 Escrow 5. 1. 1 County and Developer agree to open an escrow for the delivery of the Ground Lease with an escrow agent mutually satisfactory to the parties (the "Escrow Agent") within the time set forth in the Schedule of Performance. The substance of joint escrow instructions of County and Developer are attached hereto as Attachment No. 5 (the "Joint Escrow Instructions") . A CCU ADA 3692-10914 09/16191:2:51 mba:I j —12— duplicate original of the Joint Escrow Instructions and this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. 5. 1.2 Upon the satisfaction and fulfillment of all the terms and conditions of this Agreement, County and Developer - shall instruct the Escrow Agent to close the escrow, record and deliver the Recordable Documents, pay the Lease Consideration Fee to County (subject to Developer's Credit Costs as provided in Section 3 .3.6 hereof) , deliver the title insurance policies and perform such other duties as are set forth in the Joint Escrow. Instructions. ARTICLE 6 ASSIGNMENT AND TRANSFERS 6. 1 Developer's Right to Assign. Developer may assign its rights hereunder at any time to an Affiliated Entity or to a Permitted Venture, as defined in the Ground Lease. Otherwise, Developer shall not assign this Agreement without the written permission of County. 6.2 Notification of Changes in Developer. During the term of this Agreement, Developer shall promptly notify County of any change of control (applying the standard found at Section 9. 3 of the Ground Lease) in the identity of the shareholders in Developer, or other parties having an interest in this Agreement with Developer, or a material change in the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by County as provided in Section 7. 6. 1 if there is any significant voluntary or involuntary (other than death, which shall not constitute a change of control) change in the membership, management or control of Developer that is not permitted by Section 6. 1. ARTICLE 7 DEFAULTS, REMEDIES AND TERMINATION 7. 1 Defaults - General 7. 1. 1 Notice and Right to Cure - In General. Failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must within thirty (30) days after written notice from the other party commence to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with reasonable diligence (or if such default is not capable of cure within thirty (30) days, commences CCC2.LDA 3692-10914 09/16/91:2:51 mba:LJ —13— cure and continuously and diligently prosecutes such cure) and during any period of curing shall not be in default. 7. 1.2 Notice of Default. The nondefaulting party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 7. 1. 3 No Waiver. Except as otherwise expressly provided in this Agreement, any failure or delay by either party in asserting any of its rights or remedies as to any default, shall not operate as a waiver of any default, or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 7.2 Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 7. 3 Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Damages If a party in default has not cured or commenced to cure its default as provided in Section 7. 1. 1 hereof within thirty (30) days after receipt of the notice of default and is not curing such default in a continuous and diligent manner within a reasonable period of time after commencement, the defaulting party shall be liable to the nondefaulting party for the damages caused by such default, and the nondefaulting party may thereafter (but not before) commence an action for damages against the defaulting party with respect to such default, except to the extent that rights of the parties are limited by any specific provisions contained herein which limit the rights and liabilities of the parties. 7.5 Specific Performance If either County or Developer defaults with regard to any of the provisions of this Agreement, neither County nor Developer, CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —14— as applicable, shall have the right to commence or maintain an action for specific performance, except by County to assert its rights to obtain plans and data pursuant to Section 7.10. 7.6 Remedies and Rights of Termination Prior to Conveyance 7.6. 1 Termination by Developer Developer at its option may terminate this Agreement for any reason. In the event of termination by Developer pursuant to this Section, each of the duties and obligations of the parties shall fully cease and terminate, and neither party shall have any further rights or liabilities against the other except that nothing herein shall affect Developer's right, pursuant to the ERN, under certain circumstances as set forth in Sections 2 . 6 (b) (1) and 7. 6 of the ERN to elect to terminate the ERN and have all Negotiating Fees in excess of seventy-five thousand dollars ($75, 000) returned to it, or to claim damages as set forth in Section 9 of the ERN and/or Section 7.4 of this Agreement. 7 . 6.2 Termination by County County at its option may terminate this Agreement (subject to the notice and cure provisions of Section 7. 1) if prior to conveyance of the Ground Lease due to no fault of County: 7 . 6.2 . 1 Any or all of the conditions in Article 2 are not satisfied and fulfilled in accordance with the Schedule of Performance and Developer is not diligently and continuously attempting to satisfy or fulfill such condition; or 7. 6. 2 .2 Developer improperly assigns or attempts to assign this Agreement, or any rights therein, in violation of the terms of this Agreement; or 7. 6.2. 3 Upon satisfaction of all conditions precedent and concurrent Developer does not deposit the Lease Consideration Fee or close escrow after tender of conveyance by County; or 7 . 6.2.4 Developer fails to satisfy the above conditions on- or before termination of the ERN, and such conditions are not waived by County; or 7. 6.2.5 Developer is in material breach of any other material term of this Agreement or the ERN. CCUADA 3692-10914 —15— 09/16/91:2:51 mba:lj 7.6.2.6 The ERN is terminated. 7.7 Termination Resulting From Developer's Default. In the event of termination by County, County, as its sole and exclusive remedy for Developer's default or failure to perform under this Agreement, shall retain all fees or deposits held by County under this Agreement and the ERN, and Developer and County shall have no further rights or obligations under this Agreement except the rights regarding the plans and data in Section 7. 10. 7.8 Notice of Termination. Any termination shall be pursuant to a written notice to the other party, which notice shall specify the section and subsection upon which the noticing party relies. 7.9 Termination Pursuant to the ERN. Nothing contained herein shall modify the parties rights to terminate the ERN, and to assert the rights upon termination provided by the ERN. 7 . 10 Plans, Data and Approvals. If this Agreement is terminated for any reason other than the default of County without or prior to the Close of Escrow, Developer shall promptly deliver to County any and all plans and data in the possession of or prepared for Developer or County for the development of the Site or such portion thereof as to which this Agreement is terminated, subject to the rights of third parties in such plans and data, and shall assign to County all governmental permits and approvals received by Developer by an instrument reasonably satisfactory to County. County or any other person shall be free to use such plans and data, including plans and data previously delivered to County, for any reason whatsoever, without cost or liability therefore to Developer, but subject to the rights of third parties in such plans and data. Developer shall, when engaging such parties, exert its reasonable efforts (without additional expense, obligation or liability to Developer) to obtain permission for County to own and use said documents under this Section. Developer makes no representation or warranty regarding the accuracy or contents of any plans, drawings or illustrations furnished to County and County agrees to look solely to the architect or engineer of such plans or drawings in the event of any claim, loss or damage related to, or arising out of, use of same. CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —16— • • ARTICLE 8 GENERAL PROVISIONS 8.1 Notices. Demands and Communications Between the Parties Formal notices, demands and communications between Developer and County shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of Developer and County addressed to each party as follows: If to County: Lease Management Division General Services Department Contra Costa County P.O. Box 69 Martinez, California 94553-0006 Attn: Director of General Services With a copy to: Office of the County Counsel Contra Costa County P.O. Box 69 Martinez, California 94553-0006 Attn: Sharon Anderson, Esq. With a copy to: Mr. Jim Kennedy Economic Development Division Community Development Department Contra Costa County 651 Pine Street, 4th Floor Martinez, California 94553 and if to Developer; Reynolds & Brown, Inc. P.O. Box 4057 Concord, California 94524-4057 Attn: Peter Reynolds with a copy to: Brobeck, Phleger & Harrison 550 W. "C" Street San Diego, CA 92101 Attn: Todd J. Anson, Esq. CCU ADA 3692-10914 09/16/91:2:51 mba:lj —17— r t I • • Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section. 8.2 Conflict of Interests No member, official or employee of County shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement which is prohibited by law. 8. 3 Warranty Against Payment of Consideration for Agreement Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys. 8 .4 Nonliability of County Officials and Employees No member, official, employee or shareholder, as applicable, of either party shall be personally liable to the other, or any successor in interest, in the event of any default or breach by that party or for any amount which may become due to the non- defaulting party or successor, or on any obligation under the terms of this Agreement. 8. 5 Real Estate Commissions. Neither of the parties shall be responsible to the other for any real estate commissions or brokerage fees which may arise from this Agreement or otherwise be incurred by the other party. 8. 6 Identity and Authority of the Parties. Developer does hereby covenant and warrant: that Developer is a duly authorized and existing California corporation; that Developer has, is and shall remain in good standing and qualified to do business in the State of California; that Developer has full right, power and authority to enter into this Agreement and the Ground Lease, and to carry out all actions on its part contemplated by this Agreement; that the execution and delivery of this Agreement were duly authorized by proper action of Developer and no consent authorization or approval of any person is necessary in connection with such execution and delivery or to carry out all actions on Developer's part contemplated by this Agreement, except as have been obtained and are in full force and effect; that the persons executing this Agreement on behalf of Developer have full corporate authority to do so; and that this CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —18— Agreement constitutes the valid, binding and enforceable obligation of Developer. County does hereby covenant and warrant: that County is a political subdivision of the State of California; that County has full right, power and authority to enter into this Agreement and the Ground Lease, and to carry out all actions on its part contemplated by this Agreement; that the execution and delivery of this Agreement were duly authorized by proper action of County and no consent authorization or approval of any person is necessary in connection with such execution and delivery or to carry out all actions on County's part contemplated by this Agreement, except as have been obtained and are in full force and effect and except as may be required by the resolution authorizing execution of this Agreement; that the persons executing this Agreement on behalf of County have full authority to do so; and that this Agreement constitutes the valid, binding and enforceable obligation of County. 8.7 Enforced Delav: Extension of Times of Performance The times for performance of the terms of this Agreement may be extended as provided in Sections 2. 6 (b) (1) , 7.4 (b) and 7. 5(b) of the ERN. The parties acknowledge that failure of County's existing tenant, Budget Car Rental, to vacate its premises on the Site upon notice from County and in accordance with the terms of its lease with County, shall toll the times for performance of the parties' obligations hereunder. 8.8 Approvals by County and Developer Wherever this Agreement requires County and Developer to approve, review or consent to any contract, document, plan, proposal, specification, drawing or other matter, such approval, review or consent shall not be unreasonably withheld. ARTICLE 9 SPECIAL PROVISIONS 9. 1 Reciprocal Easement Agreement 9. 1. 1 Description and Approval of REA. Within the time set forth in the Schedule of Performance, Developer shall prepare, or cause to be prepared, the Construction, Operation and Reciprocal Easement Agreement (the "REA") with the Subtenants or some of them, and approved by County as required by Section 6. 3.2 of the Ground Lease. The REA shall be submitted to County for its review and approval, and when approved shall be recorded concurrently with the conveyance of the Ground Lease at the Close of Escrow. CCU ADA 3692-10914 09/16/91:2:51 mba:lj —19— 9. 1.2 County Rights and Obligations. Execution of the REA by County shall constitute a determination that the REA is consistent with this Agreement and performance of the covenants of the REA and such other agreements shall be deemed for all purposes performance of the covenants herein with respect to development, construction and time of performance. The rights and obligations of County shall be as specifically provided in the REA. 9.2 Prevailing Wages. To the extent required by Section 1770 et. seq. of the California Labor Code and regulations pursuant thereto, and by applicable federal law, Developer shall pay, or cause to be paid, prevailing rates of wages for construction work done in connection with the Improvements. 9. 3 Competitive Bidding In order to ensure that the Remedial Action Plan is implemented at a reasonable cost, Developer shall, to the extent feasible given existing time constraints, use a bid and award process consistent with a high standard of care to achieve a good balance between project phasing, project economies, selection of well reputed subcontractors familiar with the work at hand, quality, economies, and timeliness. ARTICLE 10 ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS 10. 1Duplicate Originals. This Agreement is executed in (_) duplicate originals each of which is deemed to be an original. This Agreement includes (_) pages and (_) attachments which constitute the entire understanding and agreement of the parties. 10. 2 Implementation of the ERN. This Agreement is intended to implement and carry out the provisions of the Exclusive Right to Negotiate, effective as of March 26, 1991, between County and Developer, and is not intended to supersede previous agreements between the parties with respect to all or any part of the subject matter hereof unless expressly stated herein that this Agreement controls, or a provision of this Agreement is in direct conflict with a provision of the ERN, in which case this Agreement shall prevail. The ERN shall continue to be in full force and effect. 10. 3 Waivers/Amendments. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of County or Developer, and all CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —20— amendments hereto must be in writing and signed by the appropriate authorities of County and Developer. WHEREFORE, the parties have executed this Agreement on or as of the date first above written. CONTRA COSTA COUNTY By; T �—rC�'3tTs REYNOLDS & OWN, INC. , a California orporat'on By �_ -",6 Its: CCC2.LDA 3692-10914 09/16/91:2:51 mba:lj —21— ATTACHMENT NO. 1 GROUND LEASE BY AND BETWEEN THE COUNTY OF CONTRA COSTA AND REYNOLDS & BROWN, INC. TABLE OF CONTENTS Pacxe ARTICLE 1 SUBJECT OF LEASE . . . . . . . . . . . . . . . . . 1 1. 1 Definition of Terms . . . . . . . . . . . . . . . . 1 1.2 Parties to the Lease . . . . . . . . . . . . . . . 1 1.2. 1 Landlord . . . . . . . . . . . . . . . . 1 1.2.2 Tenant . . . . . . . . . . . . . . . . . 2 ARTICLE 2. LEASE OF THE LEASE PREMISES . . . . . . . . . . . 2 2 . 1 Lease . . . . . . . . . . . . . . . . . . . . . . . 2 2 .2 Term of the Lease . . . . . . . . . . . . . . . . . 2 2.3 Definition of Lease Year . . . . . . . . . . . . . 2 2.4 Quiet Enl oyment . . . . . . . . . . . . . . . . . . 3 2.5 Representations . . . . . . . . . . . . . . . . . . 3 2 . 6 Sublease of Maior Components . . . . . . . . . . . 3 2 .7 Reservation of Rights. . . . . . . . . . . . . . . 4 ARTICLE 3 CONDITION OF THE LEASE PREMISES; REMEDIATION. . . . . . . . . . . . . . . . 4 3 . 1 Condition of the Lease Premises . . . . . . . . 4 3 . 2 Tenant Independent Investigation . . . . . . . . 4 3 .3 Disclosure . . . . . . . . . . . . . . . 5 3 .4 The Remedial Action Plan . . . . . . . . . 5 3 .5 Further Remediation. . . . . . . 6 3 . 6 Completion of the Remedial Action Plan 6 3.7 Development of the Lease Premises . . . 6 3 .8 Underground Obstructions . . . . . . . . . . . . . 7 3 .9 Cost of the Remedial Action Plan . . . . . . . 7 3 . 10 Escrow Account; Application of the Lease Consideration Fee . . . . . . . . . . . . . 9 3 . 11 Tenant's Right of Offset for Additional Remediation Costs of the Remedial Action Plan . . . . . . . . 11 3 . 12 Accelerated Trial . . . . 12 3 . 13 Environmental Release and Indemnity 12 3 . 14 Notice of Discovery of Hazardous Waste . . . . . . 14 ARTICLE 4 LEASE CONSIDERATION FEE/RENT . . . . . . 14 4 . 1 Payment of Lease Consideration Fee. . . . . . 14 4 .2 Construction— Initial Operation and Minimum Base Rent . . . . . . . . . . . . . . . . . . 15 4. 3 Annual Percentage Rent . . . . . 16 4 . 3 . 1 Calculation of•Gross Operating Revenue 16 4. 3 .2 Calculation of Base Amount . . . . . . . 18 (2) Vacant Space. . . . . . . 19 4 . 3.3 Method of Accounting . . . . . . . . 20 4. 3 .4 Payment of Annual Percentage Rent. 21 (A) Estimated Quarterly Payments . . . . . . 21 r&b4.150 3692-10914 09/16/91:3:51 :hmw (B) Annual Statement of Annual Percentage Rent. . . . . . . . . . . . . . . 21 (1) Base Year Statement . . . . . . . . 21 (2) Regular Annual Statements . . . . . 21 (3) Delay in Providing Statement . . . . 22 4.3.5 Net Leases . . . . . . . . . . . . . . . 22 4.3.6. Other Rent . . . 23 4.3.7 Definitions Applicable to the Calculation and Payment of Percentage Rent . . . . . . . . 23 (A) Affiliated Entity . . . . . . . . . . . . 23 (B) Base Amount . . . . . . . . . . . . . . . 23 (C) Base Year . . . . . . . . . . . . . . . . 23 (D) Lease Year . . . . . . . . . . . . . . . 23 (E) Lease Premises . . . . . . . . . . . . . 23 (F) Subtenant . . . . . . . . . . . . . . . . 23 (G) Reference Rate . . . . . . . . . . . . . 23 (H) Rehabilitation . . . . . . . . . . . . . 24 (I) Replacement . . . . . . . . . . . . 24 (J) Special Capital Expenditure . . . . . . . 24 (K) Tenant Improvements . . . . . . . . . . . 24 4.4 Subordination of Rent . . . . . . . . . . . . . . . 24 ARTICLE 5. DEVELOPMENT OF THE LEASE PREMISES . . . . . . . . 28 5. 1 Scope of Development . . . . . . . . . . . . . . . 28 5. 1. 1 Development By Tenant . . . . . . . . . . 28 5. 1.2 Development By Major Sublessees . . . . . 28 5.2 Construction Schedule . . . . . . . . . . . . . . . 28 5. 3 Cost of Construction . . . . . . . . . . . . . . . 29 5.4 Rights of Access During Construction . . . . . . . 29 5. 5 Anti-discrimination Provisions . . . . . . . . . . 29 5. 6 Local, State and Federal Laws . . . . . . . . . 31 5.7 Mechanics' Liens . . . . . . . . . . . . . . . . . 31 5.8 Certificates of Completion . . . . . . . . . . . . 31 5.9 Covenant not to Encroach . . . . . . . . . . . . . 33 ARTICLE 6. USE OF THE LEASE PREMISES AND THE IMPROVEMENTS . . . . . . . . . . . .. . . . . . . . . . . 33 6. 1 Permitted Uses . . . . . . . . . . . . . . 33 6. 2 Covenant not to Interfere with Airport. . . . . . . 34 6. 3 Management and Operation of the Lease Premises . . 34 6.3. 1 Approved Subleases . . . . . . . . . . . 34 6. 3 .2 Reciprocal Easement Agreement . . . . . . 35 6.4 Change of Use . . . . . . . . . . . . . . . . . 36 6.5 Rights of Access - Public Improvements and Facilities . . . . . . . . . . . . . . . . . . . . 36 ARTICLE 7 . TAXES, ASSESSMENTS AND OTHER CHARGES . . . . . . 37 7. 1 Notice of Possessory Interest; Payment of Taxes and Assessments on Value of Entire Lease Premises . . . 37 7 .2 Utilities . . . . . . . . . . . 7. 3 Payment of Impositions (Including Taxes and r04.lse 3692-10914 —11- 09/16/91:3:51 :hmw 0 Assessments) 37 7.4 Tax Receipts . . . . 38 7.5 Limits of Tax Liabilitv . . . . . . . . . . . . . . 38 7.6 Permitted Contests . . . . . . . . . . . . . . . 38 7.7 Liens - Landlord Right to Cure . . . . . . . . . . 39 ARTICLE 8. OWNERSHIP OF AND RESPONSIBILITY FOR IMPROVEMENTS . . . . . . . . . . . . . . . . . 40 8.1 Ownership During Term 40 8.2 Ownership at Expiration or Termination 40 8.3 Maintenance and Repair of Improvements . . . . . . 41 8.4 Waste . . . . . . . . . . . . . . . . . . . . . 42 8.5 Alteration of Improvements . . . . . . . . . . . . 42 8.6 Faithful Performance and Labor and Material (Payment) Bonds; Indemnification; Nonrespon- sibility Notices. . . . . . . . . . . . . . . . . . 43 ARTICLE 9. ASSIGNMENT, SUBLETTING, TRANSFER . . . . . . . . 44 9. 1 Tenant's Right to Assign. . . . . . . . . . . . . . 44 9.2 Conditions Precedent to Assignment . . . . . 45 9.3 Commencement Date of Assignment - Landlord's Disapproval . . . . . . . . . . . . . . . . 46 9.4 Notification of Changes in Tenant . . . . . . . . . 46 9. 5 Right to Sublet . . . . . . . . . . . . . . . . . . 46 ARTICLE 10. MORTGAGES . . . . . . . . . . . . . . . . . . . 47 10. 1 Leasehold Mortgages . . . . . . . . . . . . . . 47 10. 1. 1 General Provisions . . . . . . . . . . . 47 10. 1. 2 Refinancing . . . . . . . . . . . . . . . 50 10. 1. 3 Consent of Mortgagee Required . . . . . . 50 10. 2 Rights and Obligations of Leasehold Mortgagees . . 51 10. 3 Landlord's Forbearance and Right to Cure Defaults on Leasehold Mortgages . . . . . . . . . . . . . . 55 10. 3 . 1 Notice . . . . . . . . 55 10.3 .2 Performance on Behalf of Tenant . . . . . 55 10. 3 . 3 Mortgagee's Transferees, Etc. . . . . . . 55 10.4 Nonmerger . . . . . . . . . . . . . . . . . . . 56 10. 5 Landlord Cooperation. . . . . . . . . . . . . . . . 56 10. 6 Enforceability. . . . . . . . . . . . . . . . . . . 57 ARTICLE 11. NONSUBORDINATION OF FEE INTEREST . . . . . . . 57 . ARTICLE 12 . INSURANCE . . . . . . . . . . . . . . . . . . . 57 12. 1 Amount and Kind of Insurance . . . . . . . . . . . 57 12 .2 Required Insurance . . . . . . . . . . . . . . . . 57 12 . 3 Definition of "Full Insurable Value" . . . . . . . 59 12.4 General Insurance Provisions . . . . . . . . . . . 59 12 .5 Failure to Maintain Insurance . . . . . . . . . . . 60 12 . 6 Disposition of Insurance Proceeds Resulting from Loss or Damage to Improvements . . . . . . . . . . 60 r04.19e 3692-10914 -111- 09/16/91:3:51 :hmw ARTICLE 13. CONDEMNATION; DAMAGE OR DESTRUCTION . . . . . 61 13.1 Definitions . . . . . . . . . . . . . . . . . 61 13.2 Notice to Other Party . . . . . . . . 62 13 . 3 Representative of Each Party; Effectuation 62 13.4 Total or Substantial Taking; Effect on Rent and Term . . . . . . . . . . . . . . . . . . . 62 13.5 Early Delivery of Possession . . . . . . . . . 63 13.6 Apportionment, Distribution of Award for Taking . . 63 13 .7 Partial Taking; Effect on Lease and Term . . . . . 63 13.8 Restoration of Improvements . . . . . . . 64 13.9 Apportionment, Distribution of Award for Partial Taking . . . . . . . . . 64 13. 10 Taking of�Less Than Fee Title 64 13 . 11 Election . . . . 64 13 . 12 Damage or Destruction . . . . 64 13. 12. 1 Restoration . . . . . . . . . . . . . . . 64 13. 12.2 Insurance Proceeds. . . . . . . . . . . . 65 13 . 12. 3 Election . . . . . . . . . . . . . . . . 65 ARTICLE 14. DEFAULTS, REMEDIES AND TERMINATION . . . . . . . 65 14. 1 Legal Actions . . . . . . . . . . . . . . . 65 14. 1. 1 Institution of Legal Actions . . . . . . 65 14 . 1.2 Applicable Law . . . 66 14 . 1. 3 Acceptance of Service of Process 66 14 .2 Rights and Remedies are Cumulative . . . . . . . . 66 14 . 3 Events of Default . . . . . . . . . . . . . 66 14 .4 Landlord Rights of Termination and Reentry . . . . 68 14 .4. 1 Rights of Termination . . . . . . . . 68 14 .4 .2 Right of Reentry; Reimbursements 70 14 . 5 Landlord Recovery Upon Termination 71 14 . 6 Additional Remedies of Landlord 72 14 .7 Status of Subleases at Termination of Lease 73 14 .8 Default by Major . . . . . . . . . . . . . . . . 74 14 .9 Default by Landlord. . . . . . . . 76 14 . 10 Exculpation Clause. . . 76 14 . 11 Conflict With Sublease. . . . 77 ARTICLE 15. GENERAL PROVISIONS 77 15. 1 Notices, Demands and Communications between the Parties . . . . . . . . . . . . . . . . . . 77 15. 2 Time of Essence . . . . . . . . . . . 78 15. 3 No Waiver By Landlord. . . . . . . . . . . . . . 78 15.4 Instrument of Transfer . . . . . . . . . . . . . . 78 15.5 Right to Improve Airport. . . . . . . . . . . . . 78 15. 6 Right to Maintain Airport. . . . . . . . . . . . 78 15.7 Aviation Hazards . . . . . . . . . . . . . . . . . 79 15.8 Navigational Aids . . . . . . . . . . . . . . . . . 79 15.9 Nuisance . . . . . . . . . . . . . . . . . . . . . 79 15. 10 Non-Exclusive Use . . . . . . . . . . . . . . 79 15. 11 Holding Over. . . . . . . . . . . . . . . . . 80 15. 12 Conflict of Interests . . . . . . . . . . . . 80 r&b4.lse 3692.10914 -1V- 09/16/91:3:51 :hmw 15. 13 Warranty Against Payment of Consideration 80 15. 14 Non-liability ofLandlord Officials and Employees . . . . . 80 15.15 . Inspection and Audit of Books and Records 80 15. 16 No Partnership . . . . . . . . . . . . . . . . 84 15. 17 Compliance with Law . . . . . . . . . . . . . 84 15. 18 Estoppel Certificates . . . . . . . . . . . . 84 15. 19 Recording of Lease . . . . . . . . . . . . . . 85 15.20 Severability . . . . . . . . . . . . . . . . . 85 15.21 Binding Effect . . . . . . . . . . . . . . . . 85 15.22 Captions . . . . . . . . . . . . . . . . . 85 15.23 Approvals by Landlord and Tenant . . . . . . . 85 ARTICLE 16. DEFINITIONS . . . . . . . . . . . . . . . . . . 86 ARTICLE 17. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS . . . . 93 EXHIBITS EXHIBIT [ ] - LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT [�] - SITE MAP OF THE LEASE PREMISES EXHIBIT [ ] - SUBLEASE FOR MAJOR COMPONENT A EXHIBIT [ ] - SUBLEASE FOR MAJOR COMPONENT B EXHIBIT [ ] - SCOPE OF DEVELOPMENT EXHIBIT [ ] - SCHEDULE OF PERFORMANCE EXHIBIT [ ] - EXAMPLES OF THE APPLICATION OF THE SUBORDINATION FORMULA EXHIBIT [ ] - PROHIBITED USES EXHIBIT [ ] - ACCELERATED TRIAL PROCESS EXHIBIT [ ] - DEFINITION OF PROJECT COSTS EXHIBIT [ ] - ESCROW INSTRUCTIONS r&b4,lse 3692-10914 09/16/91:3:51 :hrm —y— • i GROUND LEASE This Ground Lease ("Lease") is made and entered into as of _ ' 199_ by and between the County of Contra Costa, a Political Subdivision of the. State of California, as landlord ("Landlord") and Reynolds & Brown, Inc. , a California corporation, as tenant ("Tenant") . RECITALS A. Landlord is the owner of that certain unimproved real property (the "Lease Premises") located in the County of Contra Costa, State of California, and more particularly described in Exhibit [ ] attached hereto. B. The Lease Premises is part of a larger parcel known as Buchanan Field, and operated as the Contra Costa County Public Airport (the "Airport") . C. Tenant proposes to develop initially .a warehouse retail center with ancillary support retailers, or a retail center with multiple anchor tenants and ancillary support retailers on the Lease Premises (the "Project") . D. Landlord, as "County, " and Tenant, as "Developer, " entered into that certain Exclusive Right to Negotiate, effective March 26, 1991 (the "ERN") , and that certain Lease Development Agreement dated as of September , 1991 (the "LDA") , which documents provide for the negotiation, and possible execution, of this Lease. ARTICLE 1 SUBJECT OF LEASE 1. 1 Definition of Terms All capitalized terms used herein are defined in, or their definitional section are referenced, in Article [16. 0] . 1.2 Parties to the Lease 1.2. 1 Landlord Landlord is a political subdivision of the State of California, possessing and exercising governmental functions and powers as a county organized and existing under the laws of the State of California. Landlord's activities hereunder are in its proprietary capacity, unless this Lease expressly indicates that such activities fall within Landlord's governmental capacity. r04 Ise 3692-10914 _1 09/16/91:3:51 :hmw • • The principal office of Landlord is located at the County Administration Building, Martinez, California 94553-0006. "Landlord" as used in this Lease includes the County of Contra Costa and any assignee of, or successor to its rights, powers and responsibilities. Notwithstanding any other provisions hereof, all of the terms, covenants and conditions of this Lease shall be binding on and shall inure to the benefit of Landlord and the permitted successors and assigns of Landlord. 1.2.2 Tenant The Tenant is Reynolds & Brown, Inc. , a California corporation. The principal office of Tenant is located at 1200 Concord Avenue, Suite 200, Concord, California 94520. Notwithstanding any other provisions hereof, all of the terms, covenants and conditions of this Lease shall be binding on and shall inure to the benefit of Tenant and the permitted successors and assigns of Tenant. Wherever the term "Tenant" is used herein, such term shall include any permitted nominee or assignee as herein provided. ARTICLE 2 . LEASE OF THE LEASE PREMISES 2 . 1 Lease For and in consideration of the rents, conditions, covenants and agreements set forth herein, Landlord hereby leases the Lease Premises to Tenant and Tenant does hereby take and lease the Lease Premises from Landlord. Landlord and Tenant acknowledge and agree that Tenant's interest in the Lease Premises constitutes real property. This Lease, the interests of Landlord and Tenant hereunder, and the Lease Premises and the Project to be constructed and maintained thereon, are in all respects subject to and bound by all of the covenants, conditions, restrictions, reservations, rights, rights-of-way, and easements of record existing as of the date hereof (the "Permitted Exceptions") . 2 .2 Term of the Lease The term of this Lease (the "Lease Term") shall be for a period of 50 years, commencing on the date of the recordation of this Lease or a .memorandum of this Lease by Landlord (the "Effective Date") and expiring 50 years thereafter, or on the date resulting from an earlier termination as hereinafter set forth. 2 . 3 Definition of Lease Year r&b4.Ise 3692-10914 09/16/91:3:51 :hmw —2— • i For the purpose of this Lease and the rental provisions herein, with the exception of the first and last lease years, "Lease Year" shall mean twelve (12) full calendar months commencing on the first January 1 after the date of execution of this Lease and on each subsequent January 1 for the term of the Lease. With respect to the first and last lease years, "Lease Year" shall refer to the actual number of days this Lease is in effect for such partial Lease Year. 2.4 Quiet Enjoyment Tenant shall own all Improvements located on the Lease Premises during the term of this Lease. Tenant may agree in the Subleases that the Subtenant (or Subtenants, as applicable) own their respective Improvements during the term of their respective Subleases. The parties hereto mutually covenant and agree that Upon the commencement date Tenant shall and may at all times, for itself and its subtenants, peacefully and quietly have, hold and enjoy the Lease Premises and the Improvements during the Lease Term. 2 . 5 Representations Landlord represents to Tenant that: 2 . 5. 1 Landlord owns the Lease Premises in fee simple, and has right of possession sufficient to enter into this Lease for the Lease Term. 2 . 5. 2 Landlord has the power and authority to enter into this Lease and perform all obligations and agreements incidental or pertinent to the Lease. 2 . 5. 3 The authority of Landlord to enter into this Lease is not being challenged, and has not been suspended or prohibited, in or by a court of competent jurisdiction, nor is a threat to such authority of a material nature presently being made. 2. 5.4 The Project complies with applicable general plan, zoning and other land use requirements and Landlord will deliver a Concord Avenue curb cut as indicated on a site plan approved by Landlord and Tenant. 2. 6 Sublease of Major Components Tenant has entered into a sublease agreement or agreements (the "Subleases") with one or more major retail stores (the "Major" or "Majors" as the context may require) for the purpose of enabling each Major to develop, construct, operate, and maintain retail store improvements on the Major Components r04.lse 3692-10914 09/16/91:3:51 :hmw designated as Major Component A and, if applicable, Major Component B of the Lease Premises in accordance with and pursuant to this Lease and each Sublease. Each Major Sublease is attached hereto as Exhibits [_] and, if applicable, [_,] , respectively, and has been approved by Landlord. The provisions of each said Sublease affecting Percentage Rent of the Scope of Development hereafter may not be changed in any material respect without the written approval of Landlord. In addition, Subtenants may develop, construct, operate, and maintain improvements on the Development Components. 2.7 Reservation of Rights. There is hereby reserved to Landlord, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Lease Premises herein leased. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from or operation on the Airport. (Note: The following Article 3 assumes that the Remedial Action Plan was approved prior to leasehold conveyance. If the Remedial Action Plan is not approved until after leasehold conveyance, Appendix 1 shall be inserted in place of the following Article. ] ARTICLE 3 CONDITION OF THE LEASE PREMISES : REMEDIATION. 3 . 1 Condition of the Lease Premises Except as otherwise expressly stated herein, the Lease Premises are conveyed in an "as is" physical condition with no warranty or liability, express or implied on the part of Landlord as to the condition of the buildings, the condition of the soil or the geology of the soil. Tenant has examined the Lease Premises, and acknowledges that it hereby accepts possession of the Lease Premises in its "as is" condition. Landlord performed, at its cost, a "Phase 2" audit of the Lease Premises (the "Phase 2 Audit") , and has delivered the resulting report to Tenant. Except as provided in this Article, it shall be the sole responsibility of Tenant, at its sole cost and expense, to investigate and determine the suitability of the soil, geologic, environmental and seismic conditions of the Lease Premises for the intended development contemplated herein. 3 .2 Tenant Independent Investigation Tenant acknowledges that it has, prior to execution of this Lease, reviewed the Phase 2 Audit for the Lease Premises and has or will investigate the condition of the Lease Premises to its r3b4.lse 3692-10914 _4_ 09/16/91:3:51 :hmw • • satisfaction, including the presence of any contaminants, or Hazardous Materials in air, soil, groundwater or surface water in, on or under the Lease Premises and pollutants of any kind located on or within the Lease Premises, the presence of any underground obstacles to development, and the suitability of the Lease Premises for construction and development of the Improvements on the Lease Premises. Other than completion of the Remedial Action Plan referred to below and except as provided in Section 3.3 below, Landlord makes no representation or warranty, express or implied, as to the physical condition of the Lease Premises, including, but not limited to the condition of the air, soil, surface water or groundwater, the geology, the presence of known and unknown faults, the presence of any Hazardous Materials or other kinds of contamination or pollutants of any kind in the air, soil, groundwater or surface water, or the suitability of the Lease Premises for the construction and use of the improvements thereon. 3 . 3 Disclosure Notwithstanding anything in this Lease to the contrary, Landlord represents and warrants to Tenant that Landlord has disclosed to Tenant all facts concerning any knowledge of the presence of Hazardous Materials and underground storage tanks to the best knowledge of the current officers and managers of Landlord with responsibility over such matters and the Lease Premises; provided, however, that Landlord makes no representation regarding what would be revealed by a review and search of its records, interviews of its employees or past employees or the undertaking of due diligence to discover any information or knowledge not now known to its present officers and managers. 3 .4 The Remedial Action Plan Based on the Phase 2 Audit, Landlord has prepared, or will prepare, a remediation plan (the "Remedial Action Plan") which has been (or will be) reviewed and approved by Tenant and reviewed by the Contra Costa County Health Services Department ("CCCHSD") to remediate the Lease Premises to a level currently acceptable to the State Department of Health Services ("DHS") (and/or such other county, state or federal governmental entities which have and assert jurisdiction over the Lease Premises or which Tenant elects to have review and approve the Remedial Action Plan) for the completion of the construction and development of the Improvements required by this Lease in accordance with the Approved Plans and Drawings as they existed at the commencement of the term of this Lease and the use of the Lease Premises as a retail sales facility contemplated by the Scope of Development (the "Remediation Standards") . In coordination with the Schedule of Performance (as it may have to r3b4.1se 3692-10914 —5- 09/16/91:3:51 5_09/16/91:3:51 :htnw 0 • be extended to accomodate implementation of the Remedial Action Plan) and the site preparation to be performed by Tenant following the conveyance of the Leasehold, as a material consideration to Tenant Landlord will implement the Remedial Action Plan to attain, achieve or otherwise meet the Remediation Standards. The cost of all such remediation work shall be borne as provided in Section [3. 10] . 3 .5 Further Remediation. Except as expressly provided in this Lease, Landlord shall have no responsibility or obligation now or in the future to prepare or implement any other remediation plan or to attain remediation of the Lease Premises to a level or standard more stringent than that required for a Permitted Use (as defined in Section [ ] . Should the Lease Premises be used for a purpose other than a Permitted Use or should there be further construction, development or improvement activities on the Lease Premises, the Lease Premises may require further remediation and, except as expressly provided for in this Lease, Landlord shall not be responsible for such remediation. Landlord makes no warranties, representations, covenants or agreements concerning remediation for the purposes of uses other than the Permitted Uses or any changes in Environmental Laws affecting uses other than the Permitted Uses. 3. 6 Completion of the Remedial Action Plan Upon completion of the work in accordance with the Remedial Action Plan, Landlord will obtain the necessary acknowledgment(s) or certificate(s) from the DHS and/or CCCHSD (and/or such other county, state or federal governmental entities which have and assert jurisdiction over the Lease Premises or which Tenant elects to have review and approve the Remedial Action Plan) that the remediation is complete. Tenant agrees to cooperate in obtaining such acknowledgement or certification. At that time, and except as expressly set forth in Section [3 . 11] hereof, Landlord's obligations with respect to the Remedial Action Plan shall cease. 3 .7 Development of the Lease Premises Subject to all the provisions of this Lease and after the expenditure by Landlord of $750, 000 for the remediation of the Lease Premises by Landlord to the satisfaction of DHS and/or CCCHSD (and/or such other county, state or federal governmental entities which have and assert jurisdiction over the Lease Premises or which Tenant elects to have review and approve the Remedial Action Plan) in accordance with the Remediation Standards and the Remedial Action Plan, it shall be the sole responsibility of Tenant, at Tenant's expense, to coordinate all r04.lse 3692.10914 09/16/91:3:51 :hmw -6— work necessary to develop the Lease Premises in accordance with the Scope of Development. Except as provided below at Section [.3 .11] , and subject to Tenant's termination right described in Section [3.9] , if after the completion of the Remedial Action Plan, the environmental conditions of the Lease Premises or any portion thereof are not in all respects entirely suitable for the use or uses to which the Lease Premises will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Lease Premises in all respects in a condition entirely suitable for the development thereof. 3 .8 Underground Obstructions Portions of the Lease Premises may have underground tanks, equipment, utility lines, underground pipes, or other obstructions which may impede or prevent the construction of improvements. Landlord shall have no liability or responsibility for the removal, relocation or protection of any such items except as provided in Section [3. 11] if required as part of the Remedial Action Plan. Landlord shall inform Tenant of all information known to current Landlord employees regarding such obstructions; provided this shall not relieve Tenant of its obligation to investigate the Lease Premises and Tenant shall assume all obligations with respect to the identification of such subsurface impediments and their impact on development of the Lease Premises. 3 .9 Cost of the Remedial Action Plan The responsibility to pay for the Remedial Action Plan will be shared as provided in this Section [3.9] . Tenant hereby grants a license to Landlord, its agents and employees, to enter the Lease Premises during the time required for, and for all purposes reasonably related to, performance of the Remedial Action Plan. 3 .9. 1 The work of Landlord in implementing the Remedial Action Plan may be integrated or involved with the site preparation by Tenant, such as grading, excavation, shoring and installation of foundations. In performing the Remedial Action Plan, Landlord shall pay for only those costs and expenses, not to exceed $750, 000 in the aggregate, ("Landlord's Remedial Costs") that are in excess of and incremental to the costs and expenses that will otherwise be incurred by Tenant in the ordinary course of site preparation, and Landlord shall not pay for work that would otherwise have been performed at the cost and expense of Tenant had no remediation work been necessary. Landlord's Remedial Costs generally are the special procedures and processes related to the investigation, removal, transportation, encapsulation or treatment of the contaminated soil, ground water and materials, including without limitation r&b4.15e 3692-10914 _7_ 09/16/91:3:51 :hmw additional testing, engineering and other consultant's costs, operational costs of the remediation equipment, pumping and treatment of ground water, permit and other governmental fees, and reasonable, necessary and actual attorney's fees incurred in connection with the foregoing costs. If Tenant performs the Remedial Action Plan, Landlord shall compensate Tenant for its reasonable and actual costs, and in conformance with the public bidding requirements of the California Public Contracts Code. Landlord and Tenant shall cooperate in negotiating and contracting with the grading, excavation and other contractors performing work on the Project, and agree to coordinate their respective work and financial responsibilities. Neither Tenant nor any of its agents or representatives shall be required to sign any manifest transporting or exporting materials from the Lease Premises pursuant to the Remedial Action Plan, and any such transportation or export of such materials shall be on behalf of Landlord. Tenant shall have the right to approve all contracts entered into by Landlord in connection with the Remedial Action Plan. 3 .9.2 Landlord and Tenant shall have obtained bids for the work contemplated by this paragraph prior to the delivery of this Ground Lease. If at any time prior to the completion of Remedial Action Plan, Landlord or Tenant determines that Landlord's Remedial Costs will probably exceed $750, 000, the discovering party shall so notify the other in writing. Said notice shall state the nature and location of the Hazardous Materials discovered and shall include all findings and reports of Landlord's environmental consultants and a detailed, good faith estimate of the cost required to remediate the Hazardous Materials prepared by Landlord's consultants. 3 . 9. 3 The parties shall meet and confer within ten (10) calendar days after receipt of such notice by Tenant to discuss Landlord's findings. Within twenty (20) calendar days thereafter,' Tenant may elect either (i) to terminate this Lease subject to Section [3 .9 .5] below, or (ii) to assume responsibility to pay for all costs of the Remedial Action Plan in excess of $750, 000, and shall so notify Landlord in writing. 3 .9.4 If Tenant elects to terminate this Lease pursuant to § [3 .9. 3] , then within thirty (30) days after the date of Tenant's written notice to terminate: 3 .9.4. 1 Tenant shall, at its cost, restore title to the Lease Premises free and clear of the interest of Tenant and those claiming by or through Tenant and to its condition immediately prior to conveyance of the Leasehold to the extent Tenant has been directly or indirectly responsible for any changes thereto; and Tenant and all persons in possession of the Lease r&b4.Ise 3692-10914 09/16/91:3:51 :hmw —8— • Premises or having or claiming an interest in the Lease Premises by or through Tenant shall execute and deliver to Landlord recordable quitclaim deeds for the Lease Premises. 3.9.4.2 Upon restoration of title to Landlord, the Ground Lease shall be terminated and Landlord (a) shall refund to Tenant all negotiating fees in excess of $75, 000 paid by Tenant pursuant to the ERN and (b) shall direct the Escrow Agent to deliver the Lease Consideration less all Landlord's Remedial Costs, if any, expended or incurred by Landlord (including cancellation charges, costs or damages) in implementing the Remedial Action Plan, and escrow fees, if any, to Landlord. 3 .9.4. 3 Tenant shall, at its cost, regrade the Lease Premises to a condition substantially similar to its condition immediately prior to leasehold conveyance. 3 .9. 5 Within thirty (30) days after the date of Landlord's receipt of Tenant's written notice to terminate as provided in Section [3.9. 3] above, Landlord may, but is not obligated to, elect to complete the Remedial Action Plan at Landlord's expense over $750,000, and give Tenant written notice of such election. If Landlord elects to complete the Remedial Action Plan, then Tenant's election to terminate shall be deemed rescinded, and the Schedule of Performance shall be amended to recognize the additional time required for such completion. If Landlord does not give Tenant written notice of its election to complete the Remedial Action Plan within thirty (30) days from the date of Landlord's receipt of Tenant's notice to terminate, then this Lease shall be terminated, effective as of the date of Landlord's receipt of Tenant's notice to terminate. 3 . 10 Escrow Account; Application of the Lease Consideration Fee 3. 10. 1 The Lease Consideration Fee shall be deposited into an escrow account with an escrow agent (the "Escrow Agent") satisfactory to Landlord and Tenant concurrently with conveyance of the leasehold interest in the Lease Premises to Tenant. General escrow instructions are attached hereto as Exhibit [ ] . 3. 10.2 Escrow Agent shall be instructed to hold such funds in an interest bearing account subject to this agreement for the purpose of paying the costs of Landlord for the Remedial Action Plan. The costs of Escrow Agent shall be shared equally between Landlord and Tenant. Landlord and Tenant shall execute rM4.1S 3692-10914 _9_ 09/16/91:3:51 :hmw such additional escrow instructions as are reasonable and necessary to implement these provisions. 3. 10.3 Landlord shall instruct the Escrow Agent from time to time as work progresses (but not more than once each month) to advance funds in amounts not to exceed in the aggregate the Lease Consideration Fee to pay amounts owing to the contractor (or contractors) and other parties (the "Contractor") which are owing under contract(s) pursuant to the Remedial Action Plan (the "Contract") . Contractors shall submit to Landlord payment requests on forms prepared by Tenant and approved by Landlord, which requests shall (i) be signed by an officer of Contractor; (ii) certify that the requested amount is due pursuant to a Contract under the Remedial Action Plan and that the work has been satisfactorily performed in conformity with the Contract; (iii) refer specifically to the relevant section(s) of the Contract; (iv) be delivered together with certified copies of appropriate mechanic's and materialmen's releases (conditional with respect to current invoices and unconditional with respect to prior invoices) and (v) be subject to the approval by Landlord and Tenant within a reasonable time for inspection and confirmation. Landlord shall deliver a copy of the Contract to Escrow Agent and Tenant upon the opening of escrow. 3 . 10.4 If for any reason the funds required to complete the Remedial Action Plan exceed the Lease Consideration Fee, Landlord shall pay the next $100, 000, then Tenant shall provide all funds in excess of $750, 000, subject to Tenant's right to terminate as provided in Section 3 .9.3] . In the event Landlord fails to pay any of the next $100, 000 and Tenant pays or is obligated to pay any portion thereof, Tenant may offset such portion (plus interest thereon at a rate equal to Tenant's interest rate payable to the holder of the senior debt secured by the Lease from the date of each payment) against the rental amounts allowed as Subordinated Base Rent. Any portion of this $100, 000 which Landlord is not obligated to pay to complete the Remedial Action Plan may be referred to as the "Landlord's Remediation Balance. " Landlord's obligations to complete the Remedial Action Plan shall terminate upon the earlier of (i) completion of the work required under the Remedial Action Plan, (ii) the disbursement by the Escrow Agent in the manner described above from Landlord's funds on account of the Remedial Action Plan in the aggregate amount of the Lease Consideration Fee plus $100, 000, or (iii) the termination of this Lease. If upon completion of the work and full payment therefor or the termination of this Lease and payment of any amounts then owing to Contractors, any amounts deposited by Landlord are still held by the Escrow Agent, Landlord and Tenant shall jointly instruct the Escrow Agent to disburse such remaining amounts to Landlord, and Escrow Agent shall forthwith do so. These remaining amounts, when received by Landlord, may be referred to as the "Returned rhb4.lse 3692-10914 _1 0_ 09/16/91:3:51 :hmw • • Escrow Balance. " The work required under the Remedial Action Plan shall be deemed completed when (y) the DHS (and/or such other county, state or federal governmental entities which have and assert jurisdiction over the Lease Premises) certifies or otherwise acknowledges that the Remedial Action Plan has been satisfied or (z) Tenant agrees in writing that the work has been completed. 3 . 11 Tenant's Right of Offset for Additional Remediation Costs of the Remedial Action Plan. 3.11. 1 Tenant shall, in such annual portions as determined below (the "Annual Allowable Offset") , have the right each Lease Year to offset 100$ of Additional Remediation Costs for Changes in Law under subsection [3. 11.2. 3] below and 50% of all other Additional Remediation Costs against the Total Rent otherwise due and payable to Landlord for that Lease Year; provided, the aggregate Annual Allowable Offsets for all Lease Years shall not exceed the Unused Savings. 3 . 11. 1. 1 "Additional Remediation Costs" shall mean (i) the costs paid by Tenant which would otherwise qualify as "Landlord's Remedial Costs" as defined in Section [3.9. 1] and, (ii) in the event Tenant performs such work or supplies such materials, the actual and reasonable costs paid by Tenant in performing the work of remediation, including interest, financing or carrying costs, overhead, and Tenant's other indirect costs. 3 . 11. 1.2 "Unused Savings" shall mean the total of (i) Landlord's Remediation Balance plus (ii) the Returned Escrow Balance. 3 . 11. 1. 3 "Annual Allowable Offset" shall be determined as follows: A. For Additional Remediation Costs solely attributable to a Change in Law, the Annual Allowable Offset shall be the lesser of (x) the Junior Portion of the Rent (as defined in Section [ ] ) , or (y) the amount of annual payments required to fully amortize the Additional Remediation Costs together with interest at a rate 2 percentage points in excess of the then current annual yield paid on promissory notes issued by the United States Department of the Treasury having a maturity equal to 30 years as such interest rate is reported in The Federal Reserve Statistical Release G13 (415) or its successor publication most recently released prior to the date the interest rate is established at the time of payment(s) by Tenant for the work of remediation over a period of time which is the r04.lse 3692-10914 09/16/91:3:51 :hmw shorter of (i) 20 years or (ii) the term of this Lease remaining at the time of such payment(s) . B. For all other Additional Remediation Costs which are a requirement of Environmental Laws then in effect in order to effectuate a change in use to another Permitted Use, the construction of additional Improvements containing leasable space not part of the Approved Plans and Drawings or the rehabilitation, reconstruction or restoration of Improvements already in place, the Annual Allowable Offset shall be the lesser of (y) that amount of the annual Minimum Base Rent and Annual Percentage Rent subject to subordination as Subordinated Rent, or (z) the Rent payable for that Lease Year. 3 . 12 Accelerated Trial Landlord and Tenant agree to resolve disputes regarding the release of escrow funds underthe provisions in Section [3. 11. 3] above by accelerated trial as provided in Exhibit [ ] hereto. 3 . 13 Environmental Release and Indemnity 3 . 13 . 1 Tenant hereby agrees to hold harmless, defend, indemnify and protect Landlord and its employees, members and officials from and against all liability, loss, damage, costs, penalties, fines and/or expenses (including attorney's fees and court costs) arising out of. or in any way connected with the (1) Tenant's breach or violation of any covenant, prohibition or warranty in this Lease concerning environmental matters including, but not limited to, those set forth in this Article 3, or (2) the activities, acts or omissions of Tenant, its agents, employees, servants, contractors, subtenants, licensees, concessionaires or business invitees in or about the Lease Premises which affects the Lease Premises after conveyance of. this Lease regarding the release, discharge, transportation or storage of any Hazardous Materials or other kinds of contamination or pollutants of any kind into the air, soil, groundwater or surface. water on, in, under or from the Lease Premises whether such condition, liability, loss, damage, cost penalty, fine and/or expense shall accrue or be discovered before or after termination of this Lease. 3 . 13 .2 In addition, Landlord hereby agrees to hold harmless, defend, indemnify and protect Tenant and its employees, agents, directors, officers, consultants, servants, successors and assigns from and against all liability, loss, damage, costs, penalties, fines and/or expenses (including attorney's fees and court costs) arising out of or in any way connected with the (1) Landlord's breach or violation of any covenant, prohibition or rhb4.1se 3692-10914 -12- 09/16/91:3:51 :hmw warranty in this Lease concerning environmental matters including, but not limited to, those set forth in this Article 3, or (2) the activities, acts or omissions of Landlord, its members, officers, agents, employees or contractors, in or about the Lease Premises which affects the Lease Premises after conveyance of this Lease regarding the release, discharge, transportation or storage of any Hazardous Materials or other kinds of contamination or pollutants of any kind into the air, soil, groundwater or surface water on, in, under or from the Lease Premises whether such condition, liability, loss, damage, cost penalty, fine and/or expense shall accrue or be discovered before or after termination of this Lease. Notwithstanding anything to the contrary contained in this Lease, in the event that Tenant terminates this Lease pursuant to Section [3.9. 3] , Landlord shall hold harmless, defend, indemnify and protect Tenant and its employees, agents, directors, officers, consultants, servants, successors and assigns from and against all liability, loss, damage, costs, penalties, fines and/or expenses (including attorney's fees and court costs) arising out of .or in any way connected with environmental matters, including but not limited to those set forth in this Article (3] , except for any liability arising out of Tenant's negligence or willful misconduct; it being expressly understood and agreed that in the event of such termination of this Lease, Tenant shall have no liability whatsoever for any environmental matters other than liabilities caused by Tenant's negligence or willful misconduct. 3 . 13 . 3 Tenant and. Landlord each agrees to immediately notify the other party in writing of: (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Environmental Law; (ii) any claim made or threatened by any person against Tenant, Landlord, the Lease Premises or any Improvements relating to damage, contribution cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Lease Premises, including any complaints, notices, warnings or asserted violations in connection therewith. Tenant shall promptly deliver to Landlord, and Landlord shall promptly deliver to Tenant, copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Lease Premises. 3 . 13 .4 Each party shall clean up, remove, remediate and restore any air, soil, surface water, or groundwater contamination or damage caused by the presence or release of any Hazardous Materials in, on, under, or about the Lease Premises attributable to the acts or failure to act of such party or its r3b4.1se 3692-10914 —13— 09/16/91:3:51 :hru 0 • agents in conformance with the requirements of applicable federal, state and local laws after completion of the Remedial Action Plan by Landlord. Nothing contained herein shall broaden the obligations of Tenant or .Landlord beyond the requirements of applicable federal, state and local laws. Tenant shall immediately give Landlord, and Landlord shall immediately give Tenant, written notice of any known significant release of any Hazardous Materials, and/or upon receiving any notices, demands, claims or orders from any governmental agency pertaining to Hazardous Materials which may affect the Lease Premises. 3. 13 .5 The respective agreements and obligations of Landlord and Tenant under this Section [3. 13] shall survive the expiration or termination, for any reason, of this Lease; provided, however, that Tenant shall have no liability to Landlord or any third party whatsoever for environmental matters (other than for matters caused by Tenant's negligence or willful misconduct) in the event of Tenant's termination of this Lease pursuant to Section [3 .9] . 3. 14 Notice of Discovery of Hazardous Waste Without in any way altering the allocation of risks between the parties as set forth in this Lease, pursuant to the California Public Contract Code § 7104 (first of two) , Tenant (if it is the contracting entity) shall promptly, and before the following conditions are disturbed, notify Landlord, in writing, of any: A. Material that Tenant believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law. B. Subsurface or latent physical conditions at the site differing from those indicated. C. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract for performance of the Remedial Action Plan. ARTICLE 4 LEASE CONSIDERATION FEE/RENT 4 . 1 Payment of Lease Consideration Fee. The Lease Consideration Fee of $650, 000 has been paid (and, if applicable, deposited into escrow pursuant to the LDA) rSb4.lSe 3692-10914 -14- 09/16/91:3:51 :hmw • • pursuant to the provisions of the ERN and the LDA concurrently with conveyance of the leasehold interest in the Lease Premises to Tenant. 4.2 Construction. Initial Operation and Minimum Base Rent Tenant covenants and agrees to pay to Landlord during the term of this Lease, rent for the Lease Premises as follows: A. Construction Rent in the amount of $11,250 for each month during the Construction Period. "Construction Period" shall be that period from the Effective Date until the completion of construction, but in no event longer than the earlier of (i) 24 months from the Effective Date, or (ii) occupancy of 75% of the rentable space of the Project. B. Initial Operation Rent in the amount of $22, 500 for each month during the Initial Operation Period. "Initial Operation Period" shall be a period of 60 months commencing from the termination of the Construction Period. C. Minimum Base Rent for each month after the termination of the Initial Operation Period in the following amounts: (1) $45, 000 for each month until the tenth anniversary of the termination of the Construction Period. (2) On the tenth anniversary of termination of the Construction Period, and on the termination of each successive ten year period thereafter, subject to postponement as described below, (the "Adjustment Date") , the Minimum Base Rent shall be adjusted (the "Adjustment") to equal the higher of: (1) any of the prior Minimum Base Rent(s) and (2) an amount equal to 75% of the average of the aggregate total of all Total Rent payable by Tenant under this Lease for each of the 5 years immediately preceding such Adjustment Date. "Total Rent" refers to the sum of annual Minimum Base Rent plus Annual Percentage Rent. (3) If the Adjustment on any Adjustment Date would result in a new Minimum Base Rent which would be in excess of Total Rent payable in the calendar year immediately prior to such Adjustment, then the Adjustment shall be postponed to the first anniversary date of the Adjustment r04.1SQ 3692-10914 09/16/91:3:51 :hmw -15- • • Date on which an Adjustment on that anniversary date. would not exceed the Total Rent payable in the calendar year immediately prior to such postponed Adjustment Date. 4.3 Annual Percentage Rent. In addition to the rents to be paid by Tenant to Landlord pursuant to Section [4.2] above, and commencing with the Lease Year following the Base Year (as defined below) , Tenant shall be obligated to pay to Landlord, at the times and in the manner hereinafter described, annual participation rent as calculated on a cash basis hereunder ("Annual Percentage Rent") . Subject to the provisions of this Article 4, Annual Percentage Rent shall be an amount equal to 25% of the amount in any Lease Year by which the Gross Operating Revenue (as calculated pursuant to Section [4. 3 . 1] below) exceeds the Base Amount (as calculated in Section [4 .3 .2] below) . The Base Amount shall be subject to adjustment in years subsequent to the Base Year pursuant to Section [4 . 3 . 1(C) ] below. "Base Year" shall mean the third full calendar year of operations of the Project after the calendar year in which a Certificate of Completion has been issued (or in which a Certificate of Completion would have been issued if requested by Tenant) for the Project. Tenant shall receive as a credit against the Annual Percentage Rent due for any Lease Year the amount by which the total Minimum Base Rent for that Lease Year exceeds $540, 000. 4. 3 . 1 Calculation of Gross Operating Revenue. For purposes of calculating Annual Percentage Rent hereunder, "Gross Operating Revenue" shall mean the gross operating revenues paid to or received by Tenant in any Lease Year from the operation of the Lease Premises, including the aggregate of (i) all fixed, minimum and guaranteed rents, overage rentals, percentage and participation rentals paid by Subtenants (or their subtenants) to Tenant; and (ii) all rentals and receipts paid to Tenant from licenses and concessions or other space use or fee agreements such as for exhibits, vendor carts and kiosks; and which shall exclude the items described in Section 4. 3 . 1(A) below. Notwithstanding the foregoing, in the event Tenant or an Affiliated Entity of Tenant occupies any space in the Lease Premises for the purpose of operating a retail or other business enterprise which could otherwise be leased to a Subtenant (other than management/leasing offices for the purpose of operating and leasing the Lease Premises) then, in lieu of any rent paid to Tenant for the lease of such space, if any, there shall be included in Gross Operating Revenue the fair market rental value of such space, assuming a lease for a term then considered standard for the Project. r04.lse 3692-10914 —16— 09/16/91:3:51 :hmw • • All amounts paid to or received by Tenant after the termination of this Lease that would have otherwise been Gross Operating Revenues had it been paid to or received by Tenant during a Lease Year, shall nevertheless be deemed Gross Operating Revenues for which Landlord shall be paid a percentage equal to 25% if Landlord would otherwise be entitled to the same. (A) Exclusions From Gross Operating Revenue. Gross Operating Revenue shall specifically exclude the following items (or, if included, deducted from Gross Operating Revenue) : (1) Payments by Subtenants for advertising and marketing charges and expenses, including merchant association dues; (2) expense, cost or capital expenditure "pass-through" items; (3) real estate and other taxes (including taxes in lieu of real estate taxes) , permit fees and assessments; (4) insurance premiums; (5) common area maintenance ("CAM") charges, (6) the Management Fee; (7) costs and expenses passed through to Subtenants pursuant to any reciprocal easement or other similar agreement covering all or any portion of the Lease Premises; (8) Payments by Subtenants toward the cost of Tenant Improvements installed at the expense of Tenant which are separately stated in such Subtenant's lease (if such charges or contributions are in the form of a tenant loan evidenced by a promissory note, principal payments and interest charged thereon shall also be excluded from Gross Operating Revenues) ; (9) costs of on- and off-site work including tenant improvements (plus a reasonable developer's fee) passed through to Subtenants; . (10) damage awards, insurance proceeds, condemnation proceeds, proceeds of any sale; conveyance or refinancing of the Lease Premises; provided, however, there shall be included in Gross Operating Revenue the proceeds paid under a policy of rental loss insurance with respect to r&b4.1se 3692-10914 —17— 09/16/91:3:51 :hmw • i a Subtenant lease and shall also include condemnation proceeds paid with respect to "rent" for a temporary taking. (11) security deposits (and any interest thereon) not retained by Tenant as or in lieu of rent, late charges and interest or reimbursement for any direct costs associated with a Subtenant's occupancy, or other monies held in trust for third parties; (12) Any and all monies received by Tenant on account of overpayments and protests to and reassessments by governmental entities for real estate taxes and assessments; (13) administration costs and fees which are reimbursements under leases, including (without limitation) late charges, attorney's fees and amounts for which Tenant is indemnified by subtenants; (14) monies collected by Tenant from Subtenants on account of reasonable reserves for capital replacements or improvements; (15) any reimbursement of Project Costs or Additional Project Costs; and (16) leasing commissions and other costs of reletting, amortized over the term of the applicable lease. 4. 3 .2 Calculation of Base Amount. The Base Amount shall be the Gross Operating Revenue in the Base Year calculated pursuant to Section 4 . 3 . 1 above, as adjusted pursuant to Section 4 . 3 . 2 (A) below. The Base Amount shall be subject to adjustment in years subsequent to the Base Year pursuant to Section (4.3 .2 (B) ] below. (A) Calculation of the Base Amount. The Base Amount shall be the sum of: (i) the annual minimum rents payable on all space within the Lease Premises in the Base Year, annualized pursuant to subsection (1) below and projected to 97% occupancy at market rents pursuant to subsections (2) below; (ii) the annualized overage, percentage, participation or stepped rentals which accrue to or are payable to the Tenant with respect to the Base Year, regardless of when such overage, percentage, participation or stepped rentals are paid to or received by Tenant, as projected to 97% occupancy at market rentals pursuant to subsection (2) below and adjusted pursuant to subsection (3) below; and (iii) all other revenue or receipts payable to Tenant which are otherwise includable in r04 Ise 3692-10914 09/16/91:3:51 :hmw Gross Operating Revenue and generated from all other income centers on the Leased Premises. (1) Annualizing Certain Leases. In the event that, during the Base Year, a rent abatement, inducement, or concession is in effect for any Subtenant lease, or if any Subtenant lease has not been in effect for the entire Base Year, then for purposes of calculating the Gross Operating Revenues, the first full month's rent (after all rent abatements, inducements or concessions have expired) payable by such Subtenant within the first eighteen (18) months of such lease shall be annualized for such space and included in the Base Amount. If no rent is payable by a Subtenant within the first eighteen (18) months of such Subtenant's lease, the space occupied by such Subtenant shall be deemed vacant space and the "deemed annual rentals" for such space, calculated pursuant to subsection (2) below, shall be added to the Base Amount in lieu of actual rentals from such space. (2) Vacant Space. For purposes of calculating Gross Operating Revenues, the Lease Premises shall be projected to 97% occupancy by adding to the Base Year Gross Operating Revenues the "deemed annual rentals" for all space vacant in the Base Year and all space deemed vacant pursuant to subsections (1) above. Base Year Gross Operating Revenues shall be adjusted as vacant space is let with actual rentals. For the purpose of calculating "deemed annual rents", the vacant space shall be divided into two categories: the "Anchor Tenant Category" , which shall include space designed for Subtenants having fifty thousand (50, 000) square feet of rentable space or more, and the "Small Space Category", which shall include space designed for Subtenants having less than fifty thousand (50, 000) square feet of rentable space. Each such category is referred to as a "Category". The "deemed annual rentals" for a particular vacant space shall be the product obtained by multiplying (a) the lowest average annual rentals per square foot for space of a similar categhory (i.e. the annual Gross Operating Revenues for the leased space in the same Category, including all base and minimum rent, overage, percentage, stepped and participation rentals, attributable to any lease for space within the same Category, divided by the rentable square footage of such leased space in the same Category) ; by (b) the gross leasable square footage of such actual or deemed vacant space in the same Category. (3) Percentage and Other Rent Adjustment. The overage, percentage, or participation rentals payable r04.1 Se 3692-10914 —19— 09/16/91:3:51 :hmw under Subtenant leases may be payable to Tenant in arrears and may be subject to year end adjustments. In the event such rentals are payable or adjusted in the Lease Year following the Base Year but for all or a portion of the Base Year, such rentals when calculated, adjusted and payable by Subtenants to Tenant shall be included in the Gross. Operating Revenues for the Base Year. If only a portion of the period upon which such rentals are calculated falls within the Base Year, then the pro rata portion thereof shall be included in the Gross Operating Revenues in the Base Year. (B) Adjustment to Base Amount for Special Capital Expenditures. The Base Amount shall be increased by the annual amount(s) needed to fully amortize the costs to Tenant, as follows: (i) any Special Capital Expenditure for any space previously improved and occupied by a Subtenant, shall be amortized over the period which is the shorter of (x) the useful life of such improvements and (y) the term of the subject tenant lease (without options) ; (ii) a Special Capital Expenditure as a result of improvements added to accommodate additional rentable space and which are permitted under the terms and conditions of this Lease shall be amortized over the period which is the shorter of (x) the useful life of such improvements and (y) the then-remainder of the term of this Lease; (iii) a Special Capital Expenditure for the Replacement or Rehabilitation of capital improvements items over the period which is the shorter of (x) the useful life of such improvements and (y) the then-remainder of the term of this Lease and (iv) the cost to Tenant of buying out the lease of a Subtenant in order make the space available for the Special Capital Expenditures in clauses (i) through (iii) . Any increase in the Base Amount for a Special Capital Expenditure under clause (iii) immediately above during the first 10 years from the opening of the Project for business to the general public may only be off-set against an increase in the Annual Percentage Rent from the date such Special Capital Expenditure was incurred to the date such off-set(s) is (are) fully recovered. The Base Amount shall not be adjusted for Special Capital Expenditures except as specified above. Tenant . shall provide the Landlord with evidence of its compliance with these provisions and with written notice of its commencement of work for any of the above within thirty (30) days of its commencement thereof. 4.3 . 3 Method of Accounting. For purposes of calculating Gross Operating Revenue, and each element related thereto, Tenant shall employ the cash r&b4.ISO 3692.10914 —2 Q— 09/16/91:3:51 :hmw • • basis of accounting in accordance with generally accepted accounting principles consistently applied. 4.3.4 Payment of Annual Percentage Rent. (A) Estimated Quarterly Payments. Annual Percentage Rent, if any, shall be paid by Tenant to Landlord in estimated quarterly installments (the "Quarterly Payment") for each Lease Year after the Base Year as follows: Beginning on the date which is fifteen (15) days after the end of the first calendar quarter in the Lease Year following the Base Year and on the date which is fifteen (15) days after the end of each calendar quarter thereafter, Tenant shall estimate and pay to the Landlord a sum equal to Tenant's estimate of one-quarter of the Annual Percentage Rent; provided, however, that Tenant may revise its estimate of the Annual Percentage Rent after each calendar quarter based on actual Gross Operating Revenue and Tenant's reasonable projections, and Tenant may revise its quarterly payment based thereon and take into consideration payments of estimated Annual Percentage Rent previously made for such Lease Year. Landlord acknowledges that some Subtenants may pay less frequently than quarterly and that their payments will not be included in estimates until the quarter in which they are received. (B) Annual Statement of Annual Percentage Rent. (1) Base Year Statement. Within one hundred twenty (120) days after the close of the Base Year, Tenant shall submit to Landlord an accounting statement which sets forth Tenant's computation of the Base Amount and other items appropriate to substantiate the Base Amount (the "Base Year Statement") . Unless Landlord notifies Tenant in writing of its intent to audit the Base Year Statement within 120 days after Tenant's submission thereof in accordance with Section [4 . 3.4 (E) (2) ] , Tenant's determination of the Base Amount, and each element thereof, shall be conclusively presumed to be correct (subject to subsequent adjustment for Special Capital Expenditures pursuant to Section [ ] ) . (2) Regular Annual Statements. Within one hundred twenty (120) days after the close of each Lease Year after the Base Year, and each Lease Year thereafter, Tenant shall submit to Landlord a detailed annual accounting statement setting forth the Gross Operating Revenues for the entire Lease Year, Exclusions from Gross operating Revenues, Special Capital Expenditures, the Base Amount and Tenant's computation of the Annual Percentage Rent, if any, due Landlord for such Lease Year, and Tenant's computation of the amount of any such additional Annual Percentage Rent due but unpaid or overpaid pursuant to the r04.lse 3692-10914 —21— 09/16/91:3:51 :hmw • • terms hereof (the "Annual Statement") . In addition, the Annual Statement shall include an accounting of the capital reserves collected from Subtenants, expenditures from the capital reserves made during the prior Lease Year and Tenant's projected uses of such capital reserves for future Lease Years. (3) Delay in Providing Statement. If, for any Lease Year, Tenant fails to provide Landlord with the Base Year Statement or an Annual Statement, as applicable, within the time period specified above, Tenant shall pay to Landlord within 30 days after the time payment would otherwise have been required: (i) an amount equal to 90% of the Annual Percentage Rent payable to Landlord in the immediately prior Lease Year; less (ii) the aggregate amount of Quarterly Payments paid to Landlord for such Lease Year. Any amount paid by Tenant pursuant to this Section shall not relieve Tenant of its obligation to provide Landlord with the relevant Annual Statement, or to make full payment of Annual Percentage Rent within the time set forth in this Lease. (C) Adjustment of Annual Percentage Rent at Year End. Within 150 days of the end of each Lease Year, or 30 days after delivery of the Annual Statement, whichever occurs later, the aggregated Quarterly Payments made by Tenant to Landlord shall be reconciled with the Annual Statement as follows: (i) Tenant shall pay to Landlord the amount, if any, by which Annual Percentage Rent exceeds the aggregate Quarterly Payments made that Lease Year; plus, if such under payment exceeds ten percent (10%) of the Annual Percentage Rent due for that lease year, Tenant shall pay interest accrued on the amount of the underpayment at the Reference Rate from January 15 following the end of the applicable Lease Year until paid. In the event Tenant fails to pay Landlord the amount of the underpayment at the Reference Rate plus three percent (3%) per annum from the 181st day after end of the applicable Lease Year until paid. (ii) Landlord shall pay to Tenant the amount, if any, by which the aggregate Quarterly Payments exceeds the Annual Percentage Rent. In addition to Tenant's right to demand payment therefor from Landlord, Tenant shall have the right to setoff any such amounts from quarterly installments next becoming due. 4 . 3 .5 Net Leases. Landlord and Tenant agree that Construction Rent, Initial Operation Rent, Minimum Base Rent, Annual Percentage Rent, and all other sums of whatever kind and r04.1r 3692-10914 -22- 09/16/91:3:51 :hmw nature relating to the Lease Premises and payable hereunder to or on behalf of Landlord, shall be absolutely net to Landlord, and shall be paid without notice or demand, and without setoff, counterclaim, abatement, deferment, suspension, deduction or defense except as otherwise expressly provided by the terms of this Lease, including but not limited to the setoffs described in Sections [3.11.4, 3 . 12, and 4.3.4] . 4.3. 6 Other Rent. Landlord and Tenant acknowledge that a Major or Majors may pay a percentage of annual gross sales in excess an agreed-to-amount directly to Landlord as additional rent. If paid, such additional rent shall be paid directly to Landlord, not through Tenant, and shall not be credited to Initial operation Rent, Minimum Base Rent or Annual Percentage Rent; nor shall it affect the Base Amount. . 4. 3.7 Definitions Applicable to the Calculation and Payment of Percentage Rent. For purposes of the Annual Percentage Rent provisions, the following definitions shall apply: (A) Affiliated Entity. "Affiliated Entity" is defined in Article 9. (B) Base Amount. The "Base Amount" shall mean the actual, projected and adjusted Gross Operating Revenue in the Base Year calculated in accordance with Section 4 . 3 .2 above. (C) Base Year. The "Base Year" shall mean the third full calendar year of operations of the Project after the calendar year in which a Certificate of Completion has been .issued (or in which a Certificate of Completion would have been issued if requested by Tenant) for the Project. (D) Lease Year shall have the meaning set forth in Section [2 . 3] of this Lease. (E) Lease Premises. The "Lease Premises" shall mean all of the Leased Premises described in Recital B. (F) Subtenant. "Subtenant" shall mean any tenant under a lease for any portion of the Leased Premises, between Tenant as lessor and such tenant as lessee. (G) Reference Rate. The "Reference Rate" shall mean the then current annual yield paid on promissory notes issued by the United States Department of the Treasury having a maturity equal to five (5) years as such interest rate is reported in The Federal Reserve Statistical Release G13 (415) or rU4.1Se 3692-10914 -23- 09/16/91:3:51 :hmw • • its successor publication most recently released prior to the date the interest rate is established. (H) Rehabilitation. "Rehabilitation" means the substantial capital repair, renovation or remodeling of the initial Improvements after the initial development thereof, or any portion thereof. (I) Replacement. "Replacement" means the replacement, reconstruction or rebuilding of the initial Improvements, and such alterations and additions thereto, which are in substantial accordance with the Approved Plans and Drawings, together with any temporary repairs and property protection pending completion of the work. (J) Special Capital Expenditure. A "Special Capital Expenditure" shall mean a capital expenditure by Tenant made after the opening of the Project for business to the general public, and for which Tenant is not reimbursed, paid or otherwise compensated by Subtenants, insurance proceeds, condemnation awards, contractors, tortfeasors or other sources. Further, Special Capital Expenditure shall include, without limitation, the unamortized cost of improvements purchased by Tenant amortized on a straight line basis over twenty-five (25) years, capital costs of reletting space to Subtenants, and Replacement and Rehabilitation expenses. "Special Capital Expenditure" shall exclude Tenant Improvements and any capital expenditure over the deductible amount for any casualty against which Tenant is required to provide insurance pursuant to the terms of this Lease, unless Tenant has under the terms of this Lease procured coverage and paid the premiums for such casualty from a carrier, and the carrier becomes insolvent or otherwise does not honor its contract for reasons not attributable to Tenant. (K) Tenant Improvements. The term "Tenant Improvements" shall mean all improvements to the premises described in a Subtenant lease (other than the shell building and related appurtenances, and on- and off-site work constructed by Tenant) which are constructed pursuant to a written agreement with the Subtenant. 4 .4 Subordination of Rent Commencing immediately after the termination of the Initial operation Period, a Permitted Senior Mortgage shall be senior in priority to (a) 33 1/3% of the Minimum Base Rent in effect at the time such Permitted Senior Mortgage is recorded in the official records of Contra Costa County (the "Loan Date") , (b) the Percentage Rent accruing after the Loan Date and (c) any increases to the Minimum Base Rent due to adjustments ("Later Adjustment Increases") occurring after the Loan Date (the 33 1/3% r04 1:e 3692-10914 -24- 09/16/91:3:51 :hMW 0 • of the Minimum Base Rent, such Percentage Rent as accrues after the Loan Date and the Later Adjustment Increases that are to be junior to the mortgages herein described are referred to as the "Junior Portion"). . Payment to Landlord of the Junior Portion shall always be subordinate in priority to a Permitted Senior Mortgage referred to above; and payment of 66 2/3% of the Minimum . Base Rent in effect as of the Loan Date (the "Senior Portion") shall. never be junior or subordinate in priority to a Permitted Senior Mortgage. Accordingly, while any Permitted Senior Mortgage exists and Landlord has received the Senior Portion, the Mortgagee will be entitled to receive the debt service payments due under its Permitted Senior Mortgage before any of the Junior Portion is due and payable. 4.4. 1 For the purposes of this Lease: A "Permitted Senior Mortgage" is any Mortgage securing an amount equal to no more than the sum of: (i) Project Costs; (ii) Additional Project Costs; and (iii) Additional Secured Amounts. "Project Costs" are defined in Exhibit [ ] hereto. "Additional Project Costs" shall include (a) the amount of capital expenditures for remodelling, renovation or enhancement incurred by Tenant (and for which Tenant is not reimbursed) on vacant space formerly occupied by an Anchor Tenant who has discontinued its use and occupation thereof, in order to re-let such space to an Anchor Tenant; (b) capital expenditures for improvements of the common area made pursuant to a plan of improvement affecting more than one area of the common area, which plan shall have a total cost of not less than $100, 000 and which plan shall not be implemented more than twice during the Lease Term; (c) the unamortized cost of improvements occupied (or to-be-occupied) by an Anchor Tenant amortized on a straight line basis over twenty-five (25) years; and (d) commissions for any Anchor Tenant Sublease with a term of ten (10) years or longer, provided that hard costs are incurred in connection with such Sublease. "Additional Project Costs" shall . not include (by way of example) any expenditures to accommodate an existing Subtenant (whether or not such Subtenant occupies the space) , nor any space the lease or occupancy of which could be extended or renewed by r&b4.Ise 3692-10914 -25- 09/16/91:3:51 :hmw • • the exercise of an option to extend or renew pursuant to an existing Sublease. "Additional Secured Amounts" of any Permitted Senior Mortgage shall mean all amounts secured by the deed of trust encumbering the Lease Premises at the time of the refinancing or foreclosure of the Mortgage. 4.4.2 Notwithstanding the above subordination provisions, Tenant shall make current payments of the Junior Portion to Landlord as such Junior Portion (including the various components thereof) comes due to the extent that the Available Cash exceeds the debt service payment due to service the Permitted Senior Mortgages. "Available Cash" for any month is the amount by which (i) the Gross Operating Revenues (as defined at Section [4 . 3. 1. 1] ) for that month plus the cash on hand held by Tenant exceed (ii) the sum of Operating Expenses for that month plus the Senior Portion for that month. Tenant may defer payment to Landlord of the Junior Portion to the extent that Available Cash does not exceed the debt service due on the Permitted Senior Mortgages (such deferred amounts are referred to as the "Deferred Junior Rent. " Concurrently with its payment of the Senior Portion, Tenant shall notify Landlord in writing of the amount of that month's Gross Operating Revenues, Operating Expenses, Junior Portion, Available Cash and Deferred Junior Rent, together with all relevant calculations, information and documentation. Landlord shall have the right to inspect the books and records of Tenant relevant to the determination of the amount of the Junior Portion which may be subordinated, and to make extracts and copies thereof. (A) "Operating Expenses" are those usual and customary expenses (other than rent) incurred to operate a retail mall of this type in the Contra Costa County area not passed through to subtenants or otherwise reimbursed to Tenant, including a management fee paid to independent third parties, or, if Tenant or an affiliate acts as manager, a management fee not to exceed 4% of Gross Operating Revenues (the "Management Fee") . (B) During any period during which any Deferred Junior Rent remains unpaid to Landlord, Tenant shall not make any distribution to its partners nor repay any advances or loans from partners nor any other indebtedness (secured or unsecured) that is not a current Operating Expense. 4.4.3 Any Deferred Junior Rent shall not be forgiven, but shall continue to be owing and payable as a personal debt and obligation owed to Landlord from Tenant solely from all right, title and interest Tenant may have to the net proceeds of any sale, financing, transfer, foreclosure or rdb4.1S 3692.10914 -26- 09/16/91:3:51 :hmw assignment of Tenant's interest in this Lease, including the surplus, if any, payable to Tenant upon foreclosure of any lien or Mortgage encumbering the Lease Premises or Tenant's interests therein, this Lease and Tenant's interests in the Improvements, and any positive balance in reserves held by Tenant, together with interest accruing thereon from the date such Junior Portion would have been due as Minimum Base Rent, Later Adjustment Increases and Percentage Rent at a rate equal to Landlord's Cost of Funds. The obligation of Tenant to pay the Deferred Junior Rent shall be a special nonrecourse obligation of Tenant, payable only out of the sources specified above, and Tenant shall not be liable for the Deferred Junior Rent out of any general asset of Tenant. All Deferred Junior Rent and all interest accrued thereon due and owing from Tenant to Landlord shall be due and payable upon, and not be discharged or released by a sale, financing, transfer, foreclosure or assignment by Tenant, and Tenant hereby grants to Landlord a lien upon the interest of Tenant in or to the Lease Premises and the furniture, fixtures and equipment of Tenant located on the Lease Premises to secure the payment of such Deferred Junior Rent; provided that the payment of such Deferred Junior Rent and such lien shall always be subordinated to the lien and security interests of Permitted Senior Mortgages. Tenant hereby assigns to Landlord, as additional security for the payment of Deferred Junior Rent, all right, title and interest Tenant may have to the net proceeds of any sale, financing, transfer, foreclosure or assignment of Tenant's interest in this Lease, including the surplus, if any, payable to Tenant upon foreclosure of any lien or Mortgage encumbering the Lease Premises or Tenant's interests therein. 4 .4.4 Further, if a Permitted Senior Mortgage is foreclosed (by judicial or trustee's sale) or there is a deed-in-lieu of foreclosure, the purchaser or transferee and its successors as owners of the leasehold estate, take the Lease Premises subject to the accrued and unpaid Senior Portion (if any) only. After such conveyance, and if the Lease Premises is not encumbered by a new Permitted Senior Mortgage, the purchaser or transferee and its successors as owners of the leasehold estate will be entitled to claim as debt service due on the Permitted Senior Mortgage an amount equal to the accrued and unpaid Senior Mortgage Payments which would have been due, and current Senior Mortgage Payments as they would become due, had an identical Mortgage continued to encumber the leasehold until the earlier of the recordation of a new Mortgage or the end of the Lease Term. 4.4 . 5 There shall not be any senior priorities to the payment of Construction Rent or Initial Operation rent. r04.lse 3692-10914 -27- 09/16/91:3:51 :hmw Several examples of how the subordination formula set forth in this Section [4.4] is to be applied are provided in Exhibit ARTICLE 5. DEVELOPMENT OF THE LEASE PREMISES 5. 1 Scope of Development 5.1. 1 Development By Tenant Tenant shall develop and construct, or shall cause the development and construction of, the Improvements on the Lease Premises to the full extent and in the manner set forth in the Scope of Development (Exhibit [ ] to this Lease) , and in the "Approved Plans and Drawings. " The Approved Plans and Drawings are the plans, drawings and related documents prepared by Tenant and approved by Landlord pursuant to the ERN and the LDA. 5. 1.2 Development By Major Sublessees Pursuant to this Lease and the Subleases, Tenant may assign and delegate to each Major (Major "A" and, if applicable, Major "B") all of Tenant's powers and obligations for the development of the respective Major's. Improvements to be constructed and developed on each Major's respective Major Component parcel of the Lease Premises, except that Tenant shall remain fully obligated under this Lease and responsible to Landlord for the development of such Major Component, subject to Section [14.8] . All such construction and development shall be performed in accordance with each respective Sublease, the Scope of Development for each Major Component and the Schedule of Performance attached hereto. Each Major shall have all rights powers and obligations stated herein and in each Major's respective Sublease with respect to the development of its Major Component. In the event of default by any Major, the rights of Tenant and each Major shall be as provided in Section [14 .8] hereof. 5.2 Construction Schedule Tenant and the Majors, as the case may be, shall begin and complete all construction and development of their Development Components within the times specified in the Schedule of Performance for each, attached to this Lease as Exhibit [_] , or within such reasonable extensions of time as may be granted by Landlord or permitted because of Unavoidable Delays. The Schedule of Performance is also subject to revision from time-to- time as mutually agreed upon in writing by and between Tenant and Landlord, subject to the consent of the Major or Majors. r04 Ise 3692.10914 -2 8— 09/16/91:3:51 :hmw • • 5.3 Cost of Construction The cost of developing the Lease Premises and construction of all Improvements thereon shall be borne by Tenant and Tenant's subtenants, except for the work expressly set forth in this Lease to be performed by Landlord or others. Landlord and Tenant. shall each pay their own costs necessary to administer and carry out their respective responsibilities and obligations under this Lease. 5.4 Rights of Access During Construction Representatives of Landlord shall have the reasonable right of access to the Lease Premises without charges or fees, at normal construction hours during the period of construction for the purposes of this Lease, including but not limited to, the inspection of the construction work being performed in constructing the Improvements; provided that such representatives give reasonable advance notice of inspection, present and identify themselves at the Tenant's or the Major's (as applicable) construction office, do not unreasonably interfere with Tenant's or the Major's (as applicable) work of improvement, and are accompanied by a representative of the Tenant or the Major (as applicable) while on the Lease Premises. Such representatives of Landlord shall be those who are so identified in writing by the [ ] Director of General Services of Landlord. This limitation of access shall not apply to governmental inspectors or other employees and officers acting within their legal authority. 5.5 Anti-discrimination Provisions 5. 5. 1 Tenant for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the Lease Premises described in this Lease for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. 5. 5.2 The Tenant, for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land; (1) no person on the grounds of r3b4.1se 3692-10914 09/16/91:3:51 :hmw —2 9— • • race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subject to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination, (3) that the Tenant shall use the Lease Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. 5.5.3 That in the event of breach of any of the above nondiscrimination covenants, Landlord shall have the right to terminate the Lease and to reenter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of appeal rights. 5.5.4 Tenant shall furnish its accommodations and/or services on. a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; PROVIDED THAT the Tenant may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers. 5.5. 5 Non-compliance with Subsection 5.5.4 above shall constitute a material breach thereof and in the event of such non-compliance Landlord shall have the right to terminate this Lease and the estate hereby created without liability therefore or at the election of Landlord or the United States either or both said Governments shall have the right to judicially enforce Provisions. 5. 5. 6 Tenant agrees that it shall insert the above five provisions in any sublease by which said Tenant grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on the Lease Premises herein leased. 5. 5.7 The Tenant assures that it will undertake an affirmative action program as required by 14 CFR Par 152, Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. The Tenant assures that no person shall be excluded on these r04,lse 3692-10914 09/16/91:3:51 :hmw —30— 0 • grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. The Tenant assures that it will require that its covered suborganizations provide assurances to the Tenant that they similarly will undertake affirmative action programs and that they will require assurances from their suborganizations, as required by 14 CFR 152, Subpart E, to the same effort. 5.6 Local . State and Federal Laws Tenant and the Major or Majors, as the case may be, shall carry out the construction on the Lease Premises in conformity with all applicable laws, including all applicable federal and state labor standards. 5.7 Mechanics' Liens Tenant shall not permit any mechanics' , materialmen's, contractor's or subcontractor's liens arising from any work of construction, repair, restoration or removal as herein provided (other than Landlord's implementation of the Remedial Action Plan) , or any other claims or demands of any nature, to be enforced against the Lease Premises or any Development Component thereof, and Tenant shall pay, or cause to be paid, all such claims, liens and demands before any action is brought to enforce payment thereof. If Tenant or the Major, as the case may be, desires to contest such lien, claim or demand, Tenant or such Major shall deposit an adequate bond to prevent enforcement of the lien if Tenant or Major is unsuccessful in such contest, and Tenant agrees to hold Landlord and said premises free and harmless from any and all such liens, claims or demands together with any costs and expenses incurred by Landlord or levied against Landlord's property in connection therewith. 5.8 Certificates of Completion Promptly after substantial completion of all construction and development for each Development Component as set forth in this Article [5.0] , Tenant or a Major may request and Landlord shall furnish Tenant and each Major, as the case may be, with a Certificate of Completion therefor, within ten (10) days from the later of the date upon which written request therefor is made by Tenant or a Major, as applicable, and such requesting party provides Landlord with reasonable access to the Development Component. Landlord shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be, and shall state that it constitutes, conclusive determination of satisfactory substantial completion of the construction and development of the Improvements required by this Lease with respect to each such Development Component, and of full compliance with the terms of each with respect thereto. Each r04.lse 3692-10914 —3 1— 09/16/91:3:51 :hmw • • Certificate of Completion issued to a Major shall state that said Major's obligations to develop its Development Component has been completed, and that said Major thereafter has the right to operate its business under the Sublease. Landlord shall furnish a Certificate of Completion upon proper completion of Improvements for each of the Development Components as described in the Scope of Development. . The recordation of a Certificate of Completion shall be conclusive evidence that Tenant, its successors and assigns, shall have no further obligation or liability under this Lease with respect to the initial construction of Improvements. A Certificate of Completion shall be in such form as to permit it to be recorded in the Recorder's Office of Contra Costa County. If Landlord refuses or fails to furnish a Certificate of Completion after a written request therefor by any entity entitled thereto pursuant to this Section [5.9] , Landlord shall, within ten (10) days of the next regularly scheduled Landlord meeting after such written request, provide the requesting party with a written statement of the reasons why Landlord refuses or fails to furnish such Certificate of Completion. The statement shall also contain Landlord's opinion of the action that must be taken to obtain such Certificate of Completion. If the reason for such refusal is confined to the immediate unavailability of specific minor items or materials, Landlord will issue its Certificate of Completion upon the posting of a bond (or other security satisfactory to Landlord) by such requesting party with Landlord in an amount representing the estimated reasonable cost of the work not yet completed. If Landlord shall have failed to provide such written statement within said 10-day period, the requesting entity shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Tenant or a Major to any holder of a mortgage, nor to any insurer of a mortgage securing money loaned to finance the improvements or any part thereof. Such Certificate of Completion is not notice of completion as referred to in the California Civil Code, Section 3093 . r04 Ise 3692-10914 -32- 09/16/91:3:51 :hmw 5.9 Covenant not to Encroach Tenant by accepting this Lease expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object, nor permit the growth of any tree on the land leased hereunder above the mean sea level elevation ' feet. In the event the aforesaid covenants are breached, Landlord reserves the right to enter upon the Lease Premises and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of the Tenant. ARTICLE 6. USE OF THE LEASE PREMISES AND THE IMPROVEMENTS 6. 1 Permitted Uses Tenant shall have the right, and Tenant covenants and agrees, to initially use the Lease Premises for the following purposes: a well maintained and well run shopping center complex containing (i) a warehouse or "big box" retailer with ancillary support retailers,- or (ii) a retail center with multiple anchor tenants and ancillary support retailers, and with (iii) on-site parking facilities and pedestrian walkways and other open space uses. Tenant acknowledges that a primary purpose of Landlord in entering into this Lease is to generate sales tax revenue for Landlord. Accordingly, after the initial use set forth above, Tenant agrees that use of the Lease Premises shall be restricted to any lawful retail use subject to the following limitations: a. Any Subtenant subleasing 50, 000 square feet or more of gross leaseable area ("GLA") (i.e. , an Anchor Tenant) , and operating such space as one cohesive use, may use such space for any retail use; b. any Subtenant subleasing less than .50, 000 square feet of GLA may only use such space either for; ' Insert the number of feet mean sea level applicable to the most critical area of the parcel contained in the lease in accordance with Part 77 of the Federal Aviation Regulations. If required, the area of a lease may be subdivided as shown on a property map to provide more than one height limitation, or more restrictive height limitations may be imposed at the discretion of the Sponsor. r&b4.ISo 3692-10914 09/16/91:3:51 :hmw —33— 1. a retail use in which 50% or more of its sales are subject to and not exempted from the imposition of Sales Tax as those capitalized terms are defined pursuant to Chapter 2 (the "Sales Tax") of Part I of Division 2 of the Revenue and Taxation Code of the State of California (as amended from time to time) , or 2. a retail use which generates at least $100 of sales subject to Sales Tax per square foot of GLA annually; and C. any Subtenant or Subtenants whose Subleases are for a cumulative GLA equal to or less than 10% of the total GLA of the Improvements constructed on the Lease Premises may use such space for any retail use irrespective of the fact that they may not generate Sales Tax. Those uses, operations or activities set forth in Exhibit [-11 "Prohibited Uses, " shall not be permitted on the Lease Premises. Upon the opening of the Lease Premises for business to the public, the Major(s) shall be the Major(s) identified in each of the Major Subleases attached hereto as Exhibits [` and _] , or such replacements or alternative retail uses as are permitted under Section [14.8] hereof. Landlord shall have the right to consult with Tenant regarding any replacement Major prior to any contractual commitment by Tenant. 6.2 Covenant not to Interfere with Airport. Tenant by accepting this Lease agrees for itself, its successors and assigns that it will not make use of the Lease Premises in any manner which might interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, Landlord reserves the right to enter upon the Lease Premises and cause the abatement of such interference at the expense of the Tenant. 6. 3 Management and Operation of the Lease Premises 6.3 . 1 Approved Subleases Leases for the retail stores shall contain provisions (i) requiring each Subtenant, at Landlord's option, to attorn to Landlord, if Tenant defaults under this Lease, and if the Subtenant is notified of Tenant's default and instructed to make Subtenant's rental payments to Landlord; and (ii) prohibiting the Subtenant from paying, and the Tenant from accepting, more than two (2) months' prepaid rent. Tenant shall, promptly after r3b4.lse 3692-10914 —34— 09/16/91:3:51 :hmW execution of each Sublease, notify Landlord of the name and mailing address of the Subtenant and shall provide Landlord with a copy of such Sublease. Each sublease shall be subject and subordinate to the rights of Landlord under this Lease and no subletting shall affect any of the obligations or liabilities of either of the parties hereto to the other, except that Landlord shall undertake in writing with any Major (if requested by the Major or Tenant on behalf of the Major) to not disturb such Major's occupancy under such sublease and to recognize such sublease in the event of the termination or expiration or default by Tenant under this Lease provided such Major has not been declared in Default under its sublease and provided such Major or Subtenant attorns to Landlord for the unexpired term (and options if exercised) of its sublease. Landlord shall not be obligated to enter into a non- disturbance and attornment agreement with any Subtenant other than a Subtenant which develops and constructs its own building. Where Landlord's non-disturbance and attornment agreement is requested, Tenant shall submit such Sublease to the Director of General Services of Landlord (or such other person as designated from time to time by the Board of Supervisors of Landlord) together with a suggested form of non-disturbance and attornment agreement. Thereafter, Landlord shall have twenty-five (25) business days in which to deliver to Tenant a written non- disturbance and attornment agreement, or detailed exceptions to the Sublease or proposed revisions required before Landlord will provide such an agreement, or a statement by Landlord that it will not provide a written non-disturbance and attornment agreement. 6. 3 .2 Reciprocal Easement Agreement. Concurrently with the conveyance of this Lease, Developer, the Majors and County shall execute and deliver the Construction, operation and Reciprocal Easement Agreement (the "REA") in a form to be mutually satisfactory to County and Developer. The provisions of said REA may undergo technical, clerical and operating changes; however, no substantive provisions of the REA as approved may be changed or altered without the prior written consent of County. Execution of the REA by County shall constitute a determination that the REA is consistent with this Lease and performance of the covenants of the REA and such other agreements shall be deemed for all purposes performance of the covenants herein with respect to development, construction and time of r&b4.lse 3692-10914 —35- 09116/91:3:51 :hmw performance. The rights and obligations of County shall be as specifically provided in the REA. 6.4 Change of Use If at any time after the ( ) anniversary of the Effective Date, Tenant wants to change the use of the Lease Premises, Tenant may request that Landlord agree to change the permitted uses of the Lease Premises. Tenant's request to Landlord for a change of use must (i) specify in sufficient detail the new use or uses that Tenant proposes for the Lease Premises, together with such amendments or modifications of the Lease that are reasonably required by such requested change(s) , (ii) demonstrate to Landlord's reasonable satisfaction that the proposed use is compatible with the Airport; and (iii) demonstrate to Landlord's reasonable satisfaction that the projected aggregate economic benefits to Landlord under the new use are comparable to or greater than the projected aggregate economic benefits to Landlord under the existing use. When considering the projected aggregate economic benefits to Landlord, the parties shall consider projected Sales Tax and .other tax revenues, as well as Total Rent and the need to subordinate any rent to a Senior Mortgage. Landlord shall respond to Tenant's request within sixty (60) calendar days; failure to respond shall be deemed a denial of Tenant's request. Upon determining that the proposed use is compatible with the Airport and that the. projected aggregate economic benefits to Landlord are sufficient, Landlord and Tenant shall negotiate in good faith to determine a fair rent or other compensation to be paid to Landlord under the Lease to reflect the agreed upon change of use for the Project. 6. 5 Rights of Access - Public Improvements and Facilities Landlord for itself, and other public agencies, at their sole risk and expense, reserves the right to enter the common areas of the Lease Premises at all reasonable times and without interference with or disturbance of the use and occupancy of the Lease Premises for the purposes of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities, if any, to be constructed by Landlord or Major (or Majors) and located on such common areas. Landlord shall provide the Tenant with prior written notice of any such entry. Landlord or other public agency shall indemnify and hold the Tenant harmless from any claims or liabilities pertaining to any entry. Any damage or injury to the Improvements constructed on the Lease Premises resulting from such entry shall be promptly repaired at the sole expense of the public agency responsible for the entry. r04.16 3692-10914 -36- 09/16/91:3:51 :hmw ARTICLE 7. TAXES, ASSESSMENTS AND OTHER CHARGES 7. 1 Notice of Possessory Interest; Payment of Taxes and Assessments on Value of Entire Lease Premises In accordance with California Revenue and Taxation Code Section 107.6(a) , Landlord states that by entering into this Lease, a possessory interest subject to property taxes may be created. Tenant or other party in whom the possessory interest is vested may be subject to the payment of property taxes levied on such interest. 7.2 Utilities Tenant agrees that Landlord shall not be liable for any charges for water, sewage, gas, light, heat, telephone, electricity and other utility and communication services rendered or used on or about the Lease Premises at all times during the term of this Lease. 7. 3 Payment of Impositions (Including Taxes and Assessments) Tenant agrees to pay, or cause to be paid by Major or Majors and Subtenants as appropriate, as and when they become due and payable, and before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, all taxes, assessments, franchises, excises, license and permit fees, and other governmental levies and charges, general and special, ordinary and extraordinary, unforeseen and foreseen, of any kind and nature whatsoever which at any time during the term of this Lease may be assessed, levied, confirmed, imposed upon, or become due and payable out of or in respect of, or become a lien on: (1) the Lease Premises, a Development Component or any part thereof or any appurtenance thereto; (2) the rent and income received by Tenant from Major or Majors, or Subtenants, guests or others for the use or occupation of the Lease Premises and the Improvements thereon; or (3) this transaction or any document to which Tenant is a party, creating or transferring an interest or estate in the Lease Premises. Any or all such taxes, franchises, excises, license and permit fees, and other governmental levies and charges shall hereinafter be referred to as "Impositions" or "Imposition. " Any Imposition relating to a fiscal period of the taxing authority, a part of which period is included within the term of this Lease and a part of which is included in a period of time before the term or after the expiration of the term of this Lease, shall be allocated on a pro rata basis between Landlord and Tenant and/or Major or Majors, as appropriate, as of the date such Imposition is due. r04.lse 3692-10914 —37— 09/16/91:3:51 :hmw The provisions of this Section shall not be construed to require Tenant to pay any Impositions imposed upon Subtenants. 7.4 Tax Receipts Upon written request by Landlord, Tenant shall furnish to Landlord within forty-five (45) days after the date when an Imposition would become delinquent, official receipts of the appropriate taxing authority or other evidence satisfactory to Landlord evidencing payment thereof. 7.5 Limits of Tax Liability The provisions of this Lease shall not be deemed to require Tenant to pay municipal, county, state or federal income or gross receipts or excess profit taxes assessed against Landlord, or municipal, county, state or federal capital levy, estate, succession, inheritance, gift, or transfer taxes of Landlord; except, however, that Tenant shall pay all taxes assessed by any governmental authority by virtue of operation by Tenant of the Lease Premises. It is agreed that in the event the State of California or any taxing authority thereunder changes or modifies the system of taxing real estate so as to tax the rental income from real estate in lieu of or in substitution (in whole or in part) for the real estate taxes and so as to impose a liability upon Landlord for the amount of such tax, then Tenant shall be liable under this Lease for the payment of the alternative taxes so imposed during the term of this Lease, or any renewal thereof, to the 'same extent as though the alternative tax was a tax upon the value of the Lease Premises. In order to determine the amount of such alternative tax for which Tenant shall be liable, the Lease Premises shall be considered as if it was the only asset of Landlord, and the rent paid hereunder shall be considered as if it were the only income of Landlord. 7. 6 Permitted Contests Tenant shall have the right to contest the validity or the amount in part or in full, of any Imposition which it is obligated to pay under the provisions of this Lease; provided, however, that Tenant shall in any event pay any such Imposition prior to any sale of the Lease Premises or any part thereof for nonpayment. Landlord shall cooperate reasonably in any such contest permitted by this Section [7. 6] , and shall execute any documents or pleadings reasonably required for such purpose. Any such proceedings to contest the validity or amount of Imposition or to recover back any Imposition paid by Tenant shall be prosecuted by Tenant at Tenant's sole cost and expense; and Tenant shall indemnify and save harmless Landlord against any and all loss, r&b4.lse 3692-10914 09/16/91:3:51 :hmw —38— • • cost or expense which may be imposed upon or incurred by Landlord in connection therewith. 7.7 Liens - Landlord Right to Cure Tenant shall not, directly or indirectly, create or permit to be created or to remain, and will promptly discharge, at its expense, any mortgage, lien, monetary encumbrance or charge on or pledge of the Lease Premises or the Improvements or fixtures and furnishings, or any part thereof, or Tenant's interest therein, or the rent, additional rent or other sums payable by Tenant under this Lease, other than such Mortgages or fixture financings permitted under Articles [7. 0] and [10. 0] hereof, and Leasehold Mortgages as are permitted pursuant to Article [9.0] (collectively, the "Permitted Liens") . Tenant shall notify Landlord promptly of any lien or monetary encumbrance, other than the Permitted Liens, which has been created on or attached to the Lease Premises or the Improvements, or to Tenant's leasehold estate therein, whether by act of Tenant or otherwise. If Tenant, in violation of the provisions of this Lease, shall fail to pay and to discharge any Imposition, mortgage, lien, encumbrance, charge or pledge, Landlord may (but shall not be obligated to) pay or discharge it, and the amount paid by Landlord and the amount of all costs, expenses, interest and penalties connected therewith, including attorney' fees, together with interest at the rate of Landlord's cost of funds (but in no event in excess of the maximum rate allowed by law) on the date payment is made by Landlord, shall be deemed to be and shall be payable by Tenant as additional rent and shall be reimbursed to Landlord by Tenant on demand, provided that Tenant shall have failed to pay such Imposition within five (5) days after written notice from Landlord of its intention to pay. The existence of any mechanic's, laborer's, materialmen's, supplier's or vendor's lien, or any right in respect thereof, shall not constitute a violation of this Section [7.7] if payment is not yet due upon the contract or for the goods or services in respect of which any such lien has arisen. The right of Landlord to pay or discharge any Imposition that Tenant has failed to pay or discharge shall not apply to any Imposition that Tenant elects to contest under Section [7. 6] of this Lease, provided (i) the subject legal proceedings shall operate to prevent the collection of the Imposition so contested, or the sale of the Lease Premises, or any part thereof, to satisfy the same, or (ii) prior to the date such Imposition is due and payable, Tenant shall have given such reasonable security as may be required by Landlord from time to time in order to insure the payment of such Imposition, or to prevent any sale, foreclosure of forfeiture of the Lease Premises or any part thereof, by reason of such non-payment. r&b4.lse 3692-10914 -39- 09/16/91:3:51 :hmw ARTICLE 8. OWNERSHIP OF AND RESPONSIBILITY FOR IMPROVEMENTS 8. 1 Ownership During Term 8. 1.1 All Improvements constructed on the Lease Premises as permitted or required by this Lease shall, during the term of this Lease, be and remain the property of Tenant and the Major or Majors (as the case may be) , and Landlord shall not have title thereto. Landlord and Tenant covenant that the Improvements are real property. 8. 1.2 All personal property, furnishings, fixtures and equipment which are not so affixed to the Lease Premises or the buildings as to require substantial damage to the buildings upon removal thereof shall constitute personal property; provided, however, that personal property shall not include those major building components or fixtures necessary for operation of the basic building systems such as, but not limited to, the elevators, escalators, chillers, boilers, plumbing, sanitary fixtures and central air-cooling system. Tenant, any Subtenant and any third-party lender or equipment lessor (to the extent of their respective interests therein) shall have the right at any time, whether or not Tenant is in default hereunder, to remove, replace or dispose of any or all personal property, free and clear of any claim or other demand of Landlord, and that such disposal or sale may be made on the Lease Premises. Landlord waives the right of distraint and agrees that it does not have and shall not assert any right, lien or claim in or to personal property on the Lease Premises. Upon the request of Tenant, or any Subtenant, Landlord shall promptly execute and deliver to Tenant or Subtenant a lien waiver in the form required by Tenant, Subtenant or their respective lender or lessor, pursuant to which Landlord shall waive any and all rights, liens or claims to any or all personal property on the Lease Premises. 8.2 Ownership at Expiration or Termination 8. 2. 1 At the expiration or earlier termination of this Lease Term, except as provided below, all Improvements owned by Tenant (excluding all personal property) , shall become the property of Landlord free .and clear of all claims and encumbrances on such Improvements by Tenant, except for the Permitted Exceptions or such other title exceptions permitted or required during the Lease Term; provided, however, with respect to the earlier termination of the Lease Term, this provision shall not apply to the rights of a leasehold mortgagee to obtain a new lease under Section [10. 1] . If Subtenants own any of the Improvements, Tenant shall negotiate in good faith to have each respective sublease provide that the Improvements and other real property (as defined herein) on the Lease Premises owned by the respective Subtenants shall be surrendered by the Subtenant to r&b4.15e 3692-10914 —40- 09/16/91;3:51 40- 09/16/91:3:51 :hmw • • Tenant at the end of the applicable sublease term. Tenant shall, in turn, surrender any real property so acquired to Landlord at the end of the Lease Tern, as provided in this Section [8.2. 1] . At the expiration of the Lease Term, Tenant shall quitclaim to Landlord any and all rights, interests and claims to the Improvements. Subject to Section [14. 9] , Tenant agrees to and shall defend, indemnify and hold Landlord harmless from and against all liability and loss which may arise from the assertion of any claims and encumbrances on the Improvements (except claims arising due to Landlord's actions) and except for such title exceptions permitted or required during the Lease Term. 8.2.2 Within sixty (60) days following the expiration or sooner termination of this Lease Term, Tenant may remove all of Tenant's personal property from the Lease Premises. Upon demand by Landlord made at least thirty (30) days but no more than ninety (90) days prior to the expiration or sooner termination of the Lease Term, Tenant shall remove Tenant's personal property , or any portion thereof designated by Landlord prior to the expiration of such sixty (60) day period. 8.2. 3 Any personal property not removed by Tenant within sixty (60) days of the expiration or sooner termination of this Lease, shall, without compensation to Tenant, become Landlord's property, free and clear of all claims to or against them by Tenant or any third person. Landlord shall accept title to and possession of the personal property in "as is" condition, without warranty as to condition, repair or fitness for use. 8. 3 Maintenance and Repair of Improvements Subject to the provisions of this Lease concerning condemnation, alterations, demolition and damages and destruction, Tenant agrees to assume full responsibility for the operation and maintenance of the Lease Premises and the Improvements and all fixtures and furnishings thereon or therein, and all sidewalks and all landscaping and plaza and other common areas within the Lease Premises, throughout the Lease Term without expense to Landlord unless otherwise specified herein, and to perform all repairs and replacements necessary to maintain and preserve the Lease Premises, the Improvements, fixtures and furnishings and landscaping in a decent, safe and sanitary condition consistent with good shopping center practices and in compliance with all applicable laws. Tenant agrees that Landlord shall not be required to perform any maintenance, repairs or services, or to assume any expense not specifically assumed herein in connection with the Lease Premises and the Improvements thereon unless specifically required hereunder. r&b4.1se 3692-10914 -4 1 09/16/91:3:51 :hmw It is recognized that Tenant may delegate all or some of its responsibilities to maintain the Major Components and the Improvements thereon to the Majors. Tenant covenants that it will exercise its best efforts to cause each Major to maintain the Improvements, and otherwise comply with all applicable requirements of this Lease. Except as otherwise provided in this Section and Section [8.5] , the condition of the Improvements required to be maintained hereunder upon completion of the work of maintenance or repair shall be substantially equal or better in value, quality and use to the condition of such Improvements before the event giving rise to the work. 8.4 Waste Subject to Tenant's and Subtenants' rights of alteration, demolition, damages and destruction and condemnation of this Lease or the respective Major or Subleases, and subject to Tenant's right to implement a permitted change in use, Tenant shall not commit or suffer to be committed any waste or impairment of the Lease Premises or the Improvements, or any part thereof. Tenant agrees to keep the Lease Premises and the Improvements clean and clear of refuse and obstructions, and to dispose of all garbage, trash and rubbish in accordance with good shopping center practices. 8.5 Alteration of Improvements Tenant shall not make or permit to be made any material, exterior alteration of, addition to or change in the Improvements which would affect the exterior elevations, exterior materials (including selections and colors) or the size, bulk and scale of the Lease Premises, other than routine maintenance and repairs, nor demolish all or a significant portion of the Improvements, without the prior written consent of the County Administrator, which consent shall not be unreasonably withheld. The County Administrator shall respond within ten (10) business days of receipt of Tenant's request, unless the County Administrator, in his or her reasonable discretion, determines that a longer period for review is necessary, in which case twenty (20) business days will be allowed. Failure of County Administrator to respond within the allotted time shall constitute deemed approval of Tenant's request. Tenant's request shall set forth the contents of this provision, cite this section of the Lease, and note the consequences of County Administrator's failure to respond. Nothing herein shall prohibit interior alterations or decorations, the removal and replacement of interior and/or so- r04.lse 3692-10914 —4 2— 09/16/91:3:51 :hmw called "tenant improvements" of the Development Components, or reconfiguration of demising walls of the. Development Components. In requesting consent. for such exterior improvements, Tenant may make such other improvements, alterations, additions or changes to the Improvements which do not affect the exterior elevations, exterior materials (including selections of colors) or the size, bulk and scale thereof without Landlord's prior written consent. Notwithstanding the prohibition in this Section [8.5] , Tenant may, without the prior consent of the County Administrator, make such changes, repairs, alterations, improvements, renewals or replacements to the exterior elevations, materials, size, bulk or scale of the Improvements as are required by reason of any law, ordinance, regulation or order of a competent government authority, or are otherwise required for the continued safe and orderly operation of the Lease Premises. Any such change, alteration or addition, however, shall not, . without the prior written consent of Landlord, change the use to a use not permitted under Article [5.0] . 8. 6 Faithful Performance and Labor and Material (Payment) Bonds; Indemnification; Nonrespon- sibility Notices. Except as set forth below, Tenant agrees to procure, or cause the procurement of, contractor's bonds covering labor, materials and faithful performance for construction on the Lease Premises and the Improvements. Each such bond shall be in the amount equal to one hundred percent (100%) of the construction price in the contract entered into by Tenant and its general contractor. Said bonds and the construction contract must first be approved in writing as to content and form by Landlord. Landlord shall not unreasonably withhold such approval. Tenant shall, prior to commencement of construction, deliver to Landlord a certificate or certificates from the bonding company(s) issuing the aforesaid bonds, naming Landlord as an additional insured under said bonds. Except as set forth below, the foregoing provisions of this Section shall be applicable to construction, repairs or alterations to the Lease Premises at all times during the Lease Term. Landlord agrees to waive the requirement for such bonds if Landlord is reasonably satisfied with the financial responsibility of the contractor and Tenant can reasonably demonstrate its source of funds for such construction through loan commitments, lines of credit or otherwise including net insurance proceeds or condemnation awards. Landlord hereby approves the financial responsibility of the following contractors: and r&b4.Ise 3692-10914 -43- 09/16/91:3:51 :hmw In addition, no bonds shall be required by Landlord for any construction, repairs or alterations where the costs thereof are less than, for each Development Component, Five Hundred Thousand Dollars ($500, 000) which sum shall be increased .annually by an amount equal to the percentage change in construction industry costs from completion of the initial improvements until the date of the construction, alteration or repair as published by the Engineering News Record or similar construction industry index as the parties shall agree in the event such information is not available in the Engineering News Record, or such publication is no longer published. Landlord shall have the right to post and maintain on the Lease Premises and the Improvements any notices of nonresponsibility provided for under applicable law. ARTICLE 9. ASSIGNMENT, SUBLETTING, TRANSFER 9. 1 Tenant's Right to Assign. 9. 1. 1 Tenant may assign its rights hereunder at any time to an Affiliated Entity or to a Permitted Venture, as defined below. Otherwise, until the completion of the Base Year, Tenant shall not assign this Lease, except by way of a leasehold Mortgage or other pledge of Tenant's leasehold without the written consent of Landlord first had and obtained. 9. 1.2 After completion of the Base Year and provided said Lease Premises are free of all liens for labor, materials and services, including claims of liens of the general contractor and all subcontractors, arising out of the initial construction of said Improvements, Tenant shall have the absolute right, subject to the conditions specified in this Article, to assign or otherwise transfer Tenant's interest in this Lease and the estate created thereby to a permitted assignee, that is subject to or has consented to the jurisdiction of the United States, defined as an assignee able to demonstrate the requisite financial capacity to own and properly maintain the Lease Premises or Development Component, as applicable, to be transferred and who can demonstrate it has the requisite experience to manage the Lease Premises or Development Component, as applicable, so transferred or has made arrangements to have the property transferred managed by an entity possessing such experience. An assignment in compliance with this Subsection coupled with an express assumption by assignee of all the covenants and conditions of this Lease arising upon and after such assignment shall release Tenant of all liability arising under this Lease after such assignment. r3b4.Ise 3692-10914 -4 4 09/16/91:3:51 :hmw 9. 1.3 For the purpose of this Section, the sale, assignment, transfer or other disposition of a controlling amount of capital stock of Tenant, or of the interest of the managing general partner, managing joint venturer, managing syndicate member or managing co-tenant if Tenant is a partnership or joint venture or syndicate or co-tenancy, which shall result in changing the control of Tenant or control over the Project, shall be considered an assignment of this Lease. Control, in provisions of this Lease relating to assignment, means fifty percent (50%) or more of the voting power of an entity. 9. 1.4 A "Permitted Venture" is defined as a partnership in which: (a) Tenant remains primarily liable under the terms of this Lease; and (b) Tenant remains as the managing partner, venturer, syndicate member or co-tenant until such time as Tenant has met the requirements set forth in this Article. 9. 1. 5 An "Affiliated Entity" is defined as: (a) Any corporation that controls or is controlled by Tenant, or any division, subsidiary, parent or affiliate owned or controlled by, owning or in control of or in common control or ownership with Tenant; (b) Another corporation in connection with a corporate reorganization, or the merger of Tenant into, or the consolidation of Tenant with, another corporation or corporations; (c) Any successor of all or substantially all of Tenant's business or assets unless the assignment would otherwise be prohibited by provisions of this Lease pertaining to bankruptcy; or (d) Any entity in which Tenant is a managing general partner or controlling shareholder. 9. 1. 6 Tenant shall only assign the Lease Premises and Tenant's rights therein as a whole and is not permitted to subdivide the Lease into multiple leases and its rights for the duration of the Lease without the prior approval of Landlord; provided, however, nothing shall prohibit subleases as herein permitted. 9.2 Conditions Precedent to Assignment. r04 Ise 3692-10914 -45- 09/16/91:3:51 :hmw The following are conditions precedent to Tenant's right of assignment prior to completion of the Base Year (but shall not apply in the case of the Affiliated Entities or Permitted Ventures) : 9.2. 1 Tenant shall give Landlord prior written notice of the proposed assignment with appropriate documentation as evidence that the proposed assignee qualifies, if required, and Landlord has not notified Tenant in writing of its objection thereto as provided below; and 9.2.2 Except as otherwise provided in this Lease for a leasehold Mortgagee, the proposed assignee shall, in recordable form, expressly assume all the covenants and conditions of this Lease. 9. 3 Commencement Date of Assignment - Landlord's Disapproval. The effective date of any assignment requiring Landlord's consent shall be thirty (30) days after Tenant's notice of the proposed assignment unless, within that time, Landlord gives notice of a valid objection that the proposed assignee is not a permitted assignee. 9.4 Notification of Chancres in Tenant. During the existence of this Lease, Tenant shall promptly notify Landlord of any change in control of Tenant of which Tenant or any of its officers have been notified or otherwise have knowledge or information. For purposes of this Section [9.4] , "change in control" shall mean (i) if Tenant is a corporation, a transfer of more than 50% of the issued and outstanding capital stock of Tenant; or (ii) if Tenant is a partnership, a change in the identity of any general partner of Tenant; provided, however, that this Section [9.4] shall not apply to any transfer of ownership of stock or partnership interest to any member of the transferor's immediate family or to a fiduciary of a trust for the benefit of the transferor or any member of transferor's immediate family. 9.5 Right to Sublet. Tenant shall have the absolute right to sublet portions of the Lease Premises, provided that each such sublease hereafter made shall be subject and subordinate to the rights of Landlord hereunder and in accordance with this Lease. Landlord may, upon written request by a Subtenant or Tenant, provide such Subtenant with nondisturbance agreements which provide that in the event of termination of this Lease, Landlord r&b4.1S 3692-10914 —4 6— 09/16/91:3:51 :hmw 0 0 shall recognize the rights granted by a sublease to any Subtenant in place of the terms of this Lease so long as such Subtenant shall not be in default under such sublease; provided that within thirty (30) days after written notice from Landlord to any such Subtenant given after termination of Tenant's interest in this Lease and a representation from Landlord that Landlord will not disturb such Subtenant as long as such Subtenant is not in declared default, any such Subtenant shall agree in writing with and in favor of Landlord to attorn to Landlord and observe and perform all of the covenants, conditions, terms and provisions of said sublease to be performed and observed by said Subtenant, and to pay to Landlord the rent and all other charges referred to in such sublease, without defense or offset except as therein provided. In the event said Subtenant under this Lease performs the obligations stated herein in favor of Landlord, Landlord shall not remove said Subtenant except in accordance with the terms of such Sublease and for all purposes Landlord shall perform all the obligations and enjoy the benefit of all the rights of the Tenant under said sublease. Such attornment shall operate automatically to create the relationship of landlord and tenant directly between such successor Landlord and Subtenant (or subtenant or assignee, as applicable) without any further acts on the part of such successor Landlord or Subtenant; any writing between the parties shall only confirm the relationship created. Each such sublease shall contain a provision requiring the sublessee to make sublessee's rental payments to Landlord after termination of this Lease and attornment to Landlord, as required above; and shall provide that the sublessee is not to use or permit the use of the premises leased thereby for any purpose contrary to the provisions of this Lease. Promptly after execution of any sublease for which Landlord has not provided a nondisturbance agreement, Tenant shall notify Landlord of the name and mailing address of the sublessee, and shall, on demand, permit Landlord to examine and copy the sublease on a confidential basis. All of the provisions of this Section [9.53 regarding subleases and Subtenants shall apply to assignments permitted hereby and assignees thereunder, except as otherwise specifically provided herein. ARTICLE 10. MORTGAGES 10. 1 Leasehold Mortgages 10. 1. 1 General Provisions From time-to-time during the Lease Term, Tenant shall have the right to mortgage, pledge, deed in trust, assign rents, issues and profits and/or collaterally (or absolutely for purposes of security if required by any lender) assign its interest in this Lease, or the leasehold estate created by any r3b4.1se 3692-10914 -47- 09/16/91:3:51 :hmw • • sublease, or otherwise encumber this Lease, and/or the interest of Tenant hereunder, in whole or in part, and any interests or rights appurtenant to this Lease, and to assign or pledge the same as security for any debt (the holder of any such mortgage, pledge or other encumbrance, and the beneficiary of any such deed of trust .being hereafter referred to as "Mortgagee" and the mortgage, pledge, deed of trust or other instrument hereafter referred to as "Mortgage") , upon and subject to each and all of the following terms and conditions. The provisions of this Article [10.0] shall apply to the Major or Majors and their subleasehold interests and their respective mortgagees if they are the developers of the Major Components, as appropriate and as more particularly described in their Subleases. The provisions of this Article [10.0] shall not apply to Subtenants other than Majors and their subleasehold interests; such subtenants may encumber their subleasehold as permitted by their subleases; their lenders may request notice of default from lenders encumbering Tenant's leasehold; and their lenders shall not be subject to the debt coverage ratios or other limitations provided in this Lease. A. Leasehold Mortgages may be made on any or all Development Components for any purposes and for any amounts and upon any terms, except as expressly otherwise provided by the provisions of this Article [10.0] . Nothing in this Article [10. 0] is intended to restrict Tenant's, Major's or Subtenant's rights concerning equipment leasing or financing as provided in Section [8. 1] . B. During the "Construction Period" (as defined in Section [4 .2 . 1] ) , leasehold Mortgages shall be limited in purpose to and shall not exceed the amount necessary and appropriate to develop the Improvements on the applicable Development Component, to acquire and install equipment and fixtures thereon and costs and expenses associated with the construction of any off-site improvements. Such costs for each Development Component shall include all amounts for the items and matters set forth in the definition of "Project Costs" set forth in Exhibit [ ] to this Lease. After the expiration of the Construction Period for each Development Component, the limitation contained in this subsection [10. 1. 1(B) ] shall no longer apply to that Development Component. C. During the Construction Period, the leasehold Mortgages shall encumber no interest in any real property other than Tenant's interest in the Lease Premises, or some portion thereof (or the Majors' interest in their respective Major Component and Improvements, or some portion thereof, as applicable) . Any such permitted Mortgage shall be subordinate to the fee simple title or reversionary interest of Landlord. r04.1se 3692-10914 -48- 4 8— 09/16/91:3:51 :hmw D. No such Mortgage shall be binding upon Landlord in the enforcement of its rights and remedies herein and by law provided, unless and until a certified copy of the original thereof bearing the date and book and page of recordation thereof and a certified copy of the original note secured by such Mortgage has been delivered to Landlord together with written notice of the address of the Mortgagee to which notices may be sent; and in the event of an assignment of such Mortgage, such assignment shall not be binding upon Landlord unless and until a certified copy thereof bearing the date and book and page of recordation together with written notice of the address of the assignee thereof to which notices may be sent, has been delivered to Landlord. E. Any number of permitted leasehold Mortgages shall be outstanding at any one time on all or any portion of the Lease Premises. F. As used herein, leasehold Mortgages shall include, without limitation, purchase money leasehold mortgages which may secure, in whole or in part, the purchase price payable in connection with a permitted conveyance, assignment or transfer described in this Article [10.0] . Except for such purchase money leasehold mortgages, any permitted leasehold Mortgages are to be originated only by lenders approved in writing by Landlord, which approval will not be unreasonably withheld. Landlord shall state the reasons for any such disapproval. Notwithstanding the forgoing, Landlord shall approve (i) a commercial or savings bank, a trust company, an insurance company, a savings and loan association, a building and loan association, an educational institution, a pension, retirement or welfare fund, or other fund authorized to make loans in the State of California; (ii) any other entity having a net worth of $10, 000, 000 or more whether or not a so-called institution, or any division, subsidiary, parent or affiliate owned or controlled by, owning or in control of or in common control or ownership with any entities described in (i) or (ii) ; or (iii) a lender regularly engaged in business in an office or location in the State of California, or have a registered agent for service of process in California. In addition, any lender must be duly licensed or registered with any regulatory agency having jurisdiction over its operation, if any; and any lender must not be under any order or judgment of any court or administrative agency restricting or impairing its operation as a lender where the restriction or impairment would be directly related to the proposed loan to Tenant (or the Major, as applicable) . Upon the reasonable request of Landlord, the beneficial owners of lender must be disclosed to Landlord. G. All rights acquired by said leasehold Mortgagee shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rU4.lse 3692-10914 —49- 4 9— 09/16/91:3:51 :hmw • • rights of Landlord thereunder, none of which covenants, conditions and restrictions is or shall be waived by Landlord by reason of the giving of such Mortgage, except as expressly provided in this Article [10.0] . If Tenant encumbers its leasehold estate by way of a Mortgage as permitted herein, and should Landlord be advised in writing of the name and address of the Mortgagee, then this Lease shall not be terminated or canceled on account of any Event of Default by Tenant in the performance of the terms, covenants or conditions hereof until Landlord shall have complied with the provisions of Sections [10.2] and [10.3] as to the Mortgagee's rights to cure and to obtain a new lease. 10. 1.2 Refinancing On and after the expiration of the Construction Period, Tenant may obtain financing in excess of the Project Costs for each Development Component subject to the following restrictions and requirements: (A) Landlord's fee simple estate in the Lease Premises will not be subordinated to any financing or refinancing by Tenant, and no rent shall be subordinated to any financing or refinancing by Tenant except as provided in Article [4.0] , Rent. (B) The amount of any refinancing in excess of the Project Costs for the Development Components shall be limited so that the debt service coverage ratio of annual "Projected Net Operating Income" to annual debt service (principal and interest payments exclusive of so-called "balloon payments" which shall expressly be permitted) shall not be less than one to one (1: 1) . Annual "Projected Net Operating Income" is the amount by which (i) the Gross Operating Revenues (as defined at Section [4. 3 . 1. 1] ) for that year exceed (ii) the sum of (a) Operating Expenses (as that term is used in Section [4 .2. 1. 5] ) plus (b) Total Rent for that year. Any refinancing during the Initial Operation Period in excess of Project Costs must anticipate satisfying the "one to one" ratio upon the termination of the Initial Operation Period. The limitation herein regarding such income to debt service requirement shall not apply to financing or refinancing up to the Project Costs nor shall it apply in any respect to any financing or refinancing by any Major of its interests in its Development Component pursuant to any Sublease after completion of the improvements on such Development Component. 10. 1.3 Consent of Mortgagee Required r04 Is 3692-10914 —50— 09/16/91:3:51 :hMW 0 • No cancellation, surrender or modification of this Lease shall be effective without the written consent of the holder of any Mortgage. 10.2 Rights and Obligations of Leasehold Mortgagees If Tenant, Tenant's successors or assigns, or any Subtenant shall mortgage the leasehold interest herein demised or any subleasehold interest, then, as long as any such Mortgage shall remain unsatisfied of record, the following provisions shall apply: 10.2.1 Landlord will not cancel, accept a surrender of or modify this Lease in the absence of a default by Tenant without the prior consent in writing of the Mortgagee. 10. 2.2 If the holder of any Mortgage on the leasehold interest herein demised or any subleasehold interest shall register with Landlord its name and address in writing, no Notice of Default by Landlord to Tenant shall be deemed to have been duly given unless and until a copy thereof has been mailed to the Mortgagee by registered or certified mail at the address registered with Landlord. 10.2 . 3 In the event Tenant shall be in Default hereunder, the Mortgagee shall, within the period and otherwise as herein provided, have the. right to remedy such Event of Default, or cause the same to be remedied, and Landlord shall accept such performance by or at the instigation of such Mortgagee as if the same had been done by Tenant. The mortgagee shall have ninety (90) days more after the giving of the notice of Tenant's Default to it for remedying the Event of Default or causing the same to be remedied. Subject to the provisions of Section [10. 3 .2] , such additional ninety (90) day period shall be extended if the Event of Default is other than the payment of money and such that it is not practicable to cure within such ninety (90) day period if the leasehold Mortgagee commences such cure within said ninety (90) day period and diligently prosecutes such cure to completion. Tenant hereby constitutes and appoints the Mortgagee as Tenant's agent and attorney in fact with full power, in Tenant's name, place and stead, and at Tenant's cost and expense, to enter upon the Lease Premises and perform all acts required to be performed herein or in any sublease made hereunder by Tenant. No leasehold Mortgagee shall have the right to take or perform any action hereunder, under its leasehold Mortgage or otherwise which might result in any detriment to the rights of a prior leasehold Mortgagee with respect to the same lease or leasehold premises. 10.2 .4 While any such Mortgage remains unsatisfied of record, and an event or events shall occur which shall entitle r04 Ise 3692.10914 —51— 09/16/91:3:51 :hmw • • Landlord to terminate this Lease, and if before the expiration of ninety (90) days after the date of service of notice of termination under this Lease (but in no event prior to the date Tenant is entitled to cure such Event of Default as provided in subsection [10.2.3] above) such Mortgagee shall have paid to Landlord all rent and additional rent and other payments herein provided for then in Default, and shall have complied or shall be engaged in complying with all the other requirements of this Lease, if any, then in Default, and which such Mortgagee is capable of complying with, then Landlord shall not be entitled to terminate this Lease and any notice of termination theretofore given shall be void and of no effect. 10.2.5 If Landlord elects to terminate this Lease pursuant to any .right of termination resulting from Tenant's being in default of any provision of this Lease, then any leasehold Mortgagee, in addition to all other rights herein granted such Mortgagee, shall have the right to be subrogated to any and all rights of Tenant with respect to curing of any default provided such Mortgagee shall also have the right to postpone and extend the specified date for termination or expiration of this Lease fixed by Landlord in a notice given pursuant to applicable provisions of this Lease and to extend and preserve the right to renew the term of this Lease pursuant to any options contained in this Lease as set forth in Section [10. 3.2] . Leasehold Mortgagee may: (a) promptly cure all Events of Default which may be cured by the payment of a sum of money and undertake to cure any other existing default of Tenant excepting the vacation or dismissal of any pending bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the then applicable bankruptcy act or other similar federal and state statutes or laws; (b) continue to pay the Minimum Base Rent and the Annual Percentage Rent, if any, during any extension period(s) and on the same terms (including the terms providing for subordination of rent) as provided Tenant under this Lease; and (c) promptly thereafter initiate steps to acquire Tenant's interest in this Lease by foreclosure of its Mortgage or otherwise. Such right shall be exercised by the leasehold mortgagee's giving Landlord notice of the exercise of the same prior to the time of termination fixed in Landlord's notice of termination. If, before the date specified for the termination of this Lease as extended by such leasehold Mortgagee, (1) the Mortgagee shall have obtained possession, and if (2) an assumption in writing of r04.1se 3692-10914 -52- 09/i6/91:3:51 :hMW performance and observance of covenants and conditions herein contained on Tenant's part to be performed shall be delivered to Landlord by the Mortgagee, then and in such event the Event of Default under this Lease shall be removed and the Lease shall not be canceled. 10.2.6 Any payment to be made or action to be taken by a leasehold Mortgagee hereunder as a prerequisite to obtaining a new lease or keeping this Lease in effect shall be deemed properly to have been made or taken by the leasehold Mortgagee if such payment is made or action taken by a permitted nominee, agent or assignee of the right of such leasehold Mortgagee. 10.2.7 The parties hereto shall give the Mortgagee notice of any condemnation proceedings affecting the Lease Premises or any rights or interests appurtenant to this Lease. The Mortgagee shall have the right to intervene and be made a party to any .such condemnation proceedings and the parties hereto do hereby consent that the Mortgagee may be made such party or intervenor. 10.2.8 No leasehold Mortgagee nor any owner of the leasehold estate whose interest shall have been acquired by, through or under any leasehold Mortgage or shall have been derived immediately from any holder thereof shall become personally liable under the agreements, terms, covenants or conditions of this Lease unless and until such time as the Mortgagee becomes the owner of the leasehold estate or in possession of the Lease Premises and then only for as long as it remains the owner of the leasehold estate or in possession of the Lease Premises. Upon any assignment of this Lease by any owner of the leasehold estate whose interest shall have been acquired by, through or under any Mortgage or shall have been derived immediately from any holder thereof, the assignor shall be relieved of any further liability which may accrue hereunder from and after the date of such assignment provided that the assignee shall execute and deliver to Landlord a recordable instrument of assumption wherein such assignee shall assume the rights and obligations of Tenant and agree to perform and observe all covenants and conditions and provisions in this Lease as they are applicable to Tenant. 10. 2 .9 In the event of the termination of this Lease prior to the natural expiration of the Lease Term due to Default of Tenant or operation of law, Landlord shall mail by registered or certified mail to the leasehold Mortgagee written notice of such termination or expiration, together with a statement of any and all sums due under this Lease then known to Landlord. Such leasehold Mortgagee shall thereupon have the option to obtain a new lease in accordance with and upon the following terms and conditions: r&b4.ISO 3692-10914 -53- 09/16/91:3:51 :hmw 0 (a) Upon the written request of the leasehold Mortgagee within sixty (60) days after service of the aforementioned notice of termination, Landlord shall enter into a new lease of the Lease Premises with such leasehold Mortgagee, or its designee; (b) Such new lease shall be effective as of the date of termination or expiration of this Lease and shall be for the remainder of the Lease Term at the rent and additional rent and upon the agreements, terms, covenants and conditions thereof. Any such new lease entered into with the leasehold Mortgagee shall have the same priority as Tenant hereunder as between such leasehold Mortgagee (as the lessee thereunder) and the holder of any lien or encumbrance on the fee interest of the Lease Premises. Upon the execution of such new lease, the lessee named therein shall pay any and all sums which would at the time of the execution thereof be due under this Lease but for the termination or expiration as aforesaid and shall fully otherwise remedy any existing defaults under this Lease, and shall pay all expenses, including but not limited to reasonable attorneys' fees, court costs and disbursements incurred by Landlord in connection with such Events of Default and termination, the recovery of possession of the Lease Premises and the preparation, execution and delivery of such new lease, except that with respect to any such Event of Default which cannot be cured by such lessee until it obtains possession, such lessee shall have a reasonable time after it obtains possession to cure such Event of Default. 10.2 . 10 Anything herein contained to the contrary notwithstanding, the provisions of this Section [10.2] shall inure only to the benefit of the holders of Mortgages. If the holders of more than one such Mortgage shall make written requests upon Landlord in accordance with this Lease, the new lease (as provided for in subsection [10.2.9 (a) ) above shall be entered into pursuant to the request of the holder whose Mortgage shall be prior in lien thereto and thereupon the written requests for a new lease of each holder of a Mortgage junior in lien shall be and be deemed to be void and of no force or effect. In the event of any dispute or disagreement as to the respective priorities of any such leasehold Mortgages, the certification as to such priorities by a reputable title insurance company doing business in California shall be conclusively binding upon all the parties concerned. 10. 2. 11 Landlord shall cooperate fully with each Major to facilitate financing of its subleasehold interest and shall comply with all reasonable requests of Major's lenders for r&b4.lse 3692-10914 09/16/91:3:51 :hmw —54— protections comparable to those described herein with respect to Tenant's mortgagees. 10.3 Landlord's Forbearance and Right to Cure Defaults on Leasehold Mortgages 10.3.1 Notice Landlord will give to Mortgagee, at such address as is specified by the Mortgagee in accordance with Section [10.2.2] hereof, a copy of each notice or other communication with respect to any claim that a default exists or is about to exist from Landlord to Tenant hereunder at the time of giving such notice or communication to Tenant, and Landlord will give to Mortgagee a copy of each notice of any rejection of this Lease by any trustee in bankruptcy of Tenant. Landlord will not exercise any right, power or remedy with respect to any Event of Default hereunder, and no notice to Tenant of any such Event of Default and no termination of this Lease in connection therewith shall be effective, unless Landlord has given to Mortgagee written notice or a copy of its notice to Tenant of such Event of Default or any such termination, as the case may be. 10. 3 .2 Performance on Behalf of Tenant In the event that Tenant shall fail to make any payment or perform any act required hereunder to be made or performed by Tenant, then Mortgagee may, but shall be under no obligation to, after twenty (20) days notice to Tenant make such payment or perform such act with the same effect as if made or performed by Tenant. Nothing herein shall limit the right of Mortgagee to take action or make a payment if permitted under its Mortgage in accordance with the terms and conditions thereof. Such performance by Mortgagee shall be recognized by Landlord to the same extent as if performed directly by Tenant. Entry by Mortgagee upon the Lease Premises for such purpose shall not waive or release Tenant from any obligation or Event of Default hereunder (except in the case of any obligation or Event of Default which shall have been fully performed or cured by Mortgagee) . Tenant shall reimburse Mortgagee (with interest as provided in the Mortgage) for all sums so paid by Mortgagee and all costs and expenses incurred by Mortgagee in connection with the performance of any such act. 10. 3 .3 Mortgagee's Transferees, Etc. In the event the leasehold estate hereunder shall be acquired by foreclosure, trustee's sale or deed or assignment in lieu of foreclosure of a Mortgage, the purchaser at such sale or the transferee by such assignment and its successors as holders of the leasehold estate hereunder shall not be liable for any r&b4.1se 3692-10914 —5 5— 09/16/91:3:51 :hmw • • Minimum Base Rent or Annual Percentage Rent or other obligations accruing after its or their subsequent sale or transfer of such leasehold estate and such purchaser or transferee and its successors shall be entitled to transfer such estate or interest without consent or approval of Landlord; provided that, the purchaser or transferee or successor as holder of the leasehold estate hereunder shall be liable for the payment of all Minimum Base Rent and all Annual Percentage Rent becoming due with respect to the period during which such purchaser, transferee or other successor is the holder of the leasehold estate hereunder. 10.4 Nonmerger There shall be no merger of this Lease, or of the leasehold estate created thereby, with the fee estate in and to the Lease Premises by reason of the fact that this Lease, or the leasehold estate created thereby, or anyinterest in either thereof, may be held directly or indirectly by or for the account of any person who shall own the fee estate in and to the Lease Premises, or any portion thereof, and no such merger shall occur unless and until all persons at the time having any interest in this Lease or the leasehold estate, including the leasehold Mortgagee and the holder of any mortgage upon the fee estate in and to the Lease Premises shall join in a written instrument effecting such merger. 10. 5 Landlord Cooperation. Landlord covenants and agrees that it will act and fully cooperate with Tenant in connection with Tenant's right to grant leasehold mortgages as hereinabove provided. At the request of Tenant or any proposed or existing leasehold Mortgagee, Landlord shall promptly execute and deliver (i) any documents or instruments reasonably requested to evidence, acknowledge and/or perfect the rights of leasehold Mortgagees as herein provided; and (ii) an estoppel certificate certifying the status of this Lease and Tenant's interest herein and such matters as are reasonably requested by Tenant or such leasehold Mortgagees. Such estoppel certificate shall include, but not be limited to, certification by Landlord that (a) this Lease is unmodified and in full force and effect (or, if modified, state the nature of such modification and certify that this Lease, as so modified, is in full force and effect) , (b) all rents currently due under the Lease have been paid, (c) there are not, to Landlord's knowledge, any uncured Events of Default on the part of Tenant under the Lease or facts, acts or omissions which with the giving of notice or passing of time, or both, would constitute an Event of Default. Any such estoppel certificate may be conclusively relied upon by any proposed or existing leasehold Mortgagee or assignee of Tenant's or Major's interest in this Lease. r&b4.lse 3692-10914 -56— 09/16/91:3:51 :hmw • • 10. 6 Enforceability. The rights granted herein to leasehold Mortgagees shall be enforceable by them. In the event any action or proceeding is brought to enforce or interpret the provisions of this Article [10] or to seek damages or performance or declare the rights of the parties hereto or such leasehold Mortgagees pursuant to the provisions of this Article [10] , the prevailing party (which may include such leasehold Mortgagees) shall be entitled to attorneys' fees, costs and expenses. 10.7 Subordination of Lease. This Lease shall be subordinate to the provisions and requirements of any existing or future agreement between Landlord and the United States, relative to the development, operation or maintenance of the Airport. ARTICLE 11. NONSUBORDINATION OF FEE INTEREST Landlord's interest in the Lease Premises under this Lease is a vested landlord's reversionary interest and not just a contractual obligation of Tenant. Landlord's fee title to the Lease Premises or . any part thereof, including all rights and appurtenances (other than the Junior Portion of Rent as provided in Section 4 .2) , and the leasehold estate hereby created, shall not be subordinate to, or pledged to the payment of, any leasehold Mortgage, deed of trust, other security instrument or other obligation of Tenant. ARTICLE 12 . INSURANCE 12 . 1 Amount and Kind of Insurance Tenant shall carry or cause to be carried insurance in the amounts described in Section 12.2. All required Tenant's insurance shall be inapplicable for any willful act or negligent act of Landlord, or its agents, servants or employees in the course and scope of their employment. Tenant may require Subtenants to satisfy the insurance requirements of this Article [12.0] ; provided that Tenant shall not be relieved from its obligations under this Section and shall remain responsible to Landlord. 12 .2 Required Insurance During the term of this Lease, Tenant at its sole cost and expense shall: r3b4.lse3692-10914 09/16/91:3:51 :hmw —57— • • 12.2 .1 Keep or cause to be kept a policy or policies of insurance against loss or damage to the Improvements on the Lease Premises resulting from fire, windstorm, hail, lightning, vandalism, malicious mischief, and such other perils ordinarily included in extended coverage fire insurance policies. Such insurance shall be maintained in an amount not less than ninety percent (90%) of the full insurable value of the Improvements as defined herein in Section [12.3] (such value to include amounts spent for construction of the improvements, architectural and engineering fees, and inspection and supervision) . 12.2.2 Maintain or cause to be maintained commercial general liability insurance, to protect against loss from liability imposed by law for damages on account of personal injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever, resulting directly or indirectly from any act or activities of Tenant or under its control or direction, and also to protect against loss from liability imposed by law for damages to any property of any person caused directly or indirectly by or from the acts or activities in connection with .the Lease Premises, or Tenant or its respective invitees and sublessees, or any person acting for Tenant, or under its control or direction. Such property damage and personal injury insurance shall also provide for and protect Landlord against incurring any legal cost in defending claims for alleged loss. Such personal injury and property damage insurance shall be maintained in full force and effect during the entire Lease Term in the amount of at least One Million Dollars ($1, 000, 000. 00) combined single limit, naming Landlord and its officers, employees and consultants, as additional insureds; provided, however, such insurance shall be maintained in the amount of Three Million Dollars ($3, 000, 000) in any Lease Year in which the premium cost of maintaining such insurance does not exceed one percent (10) of Gross Operating Revenue. Tenant agrees that provisions of this subsection [12.2 .2] as to maintenance of insurance shall not be construed as limiting in any way the extent to which Tenant may be held responsible for the payment of damages to persons or property resulting from Tenant's activities, or activities of its invitees and sublessees or the activities of any other person or persons for which Tenant is otherwise responsible. 12 .2. 3 Maintain or cause to be maintained worker's compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure all persons employed by Tenant in connection with the Lease Premises and the Improvements, and shall cover full liability for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death in connection with the Lease Premises or the operation thereof by Tenant. r&b4.lse 3692-10914 —58— 09/16/91:3:51 :hmw • • 12 . 3 Definition of "Full Insurable Value" The term "Full Insurable Value" as used in Section [12.2] shall mean the actual replacement cost (excluding the cost of excavation, foundation and footings below the ground level and without deduction for depreciation) of the Improvements, and using the items of value set forth above, less such deductibles as are reasonable and customary for insurance on projects of similar size and quality. To ascertain the amount of coverage required, Tenant shall cause the full insurable value to be determined from time to time by appraisal by the insurer or by any appraiser mutually acceptable to Landlord and Tenant, not less often than once every three years unless the policy is written on a "replacement cost" basis. 12 .4 General Insurance Provisions All insurance provided under Section [12 .2] of this Lease shall be for the benefit of Tenant and any lender under Article [10. 0] . Said insurance shall also be for the benefit of the leasehold Mortgagee, if any. All insurance herein provided for under Section [12 . 2] shall be effected under policies issued by insurers of recognized responsibility licensed to write insurance in California, or carriers with a rating of or equivalent to A:VIII by A. M. Best & Company. Any insurance required to be maintained by Tenant pursuant to Section [12 .2] may be taken out under a blanket insurance policy or policies covering other premises or properties, and other insureds in addition to the parties hereto; provided, however, that any such policy or policies of blanket insurance shall specify therein, or supplemental written certification from the insurers under such policies shall specify, the amount of insurance allocated to the coverage to be provided under Section [12 .2] and provided further, that in all other respects, any such blanket policy shall comply with the other provisions of Section [12.2] . All policies or certificates of insurance shall provide that such policies or certificates shall not be canceled or materially changed without at least thirty (30) days prior written notice to Landlord. Certificates of such insurance and copies of the policies issued thereunder shall be deposited with Landlord; and, at least thirty (30) days prior to expiration of any such policy, certificates evidencing the renewal of such policy shall be so deposited. r&b4.lse 3692-10914 59- 09/16/91:3.51 :hmw • • 12.5 Failure to Maintain Insurance If Tenant fails or refuses to procure or maintain insurance as required by this Lease, Landlord shall have the right, at Landlord's election, and on 30 days prior notice to procure and maintain such insurance. The premiums paid by Landlord shall be treated as additional rent due from Tenant, to be paid on the first day of the month following the date on which the premiums were paid. Landlord shall give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured(s) . 12. 6 Disposition of Insurance Proceeds Resulting from Loss or Damage to Improvements All proceeds of insurance with respect to loss or damage to the Improvements to be maintained and repaired by Tenant during the term of this Lease shall be payable, under the provisions of the policy of insurance, jointly to Tenant, any mortgagee permitted under Article [10. 0] , (the Major or Majors if applicable) and said proceeds shall constitute a trust fund to be used to the extent permitted by Tenant's or Major's mortgagee for the repair, restoration or reconstruction of the Improvements in accordance with plans and specifications approved in writing by Landlord provided the Lease remains in effect after such damage and destruction. To the extent that such proceeds exceed the cost of such repair, restoration or reconstruction, then such proceeds shall be payable jointly to Tenant, the Major or Majors and their leasehold mortgages, if any, as their interests may appear. In the event this Lease is terminated by mutual agreement of Landlord and Tenant as required by Tenant's Mortgagee or pursuant to Section 13 . 12 . 3 , and the Improvements are not repaired, restored or reconstructed, subject to rights of permitted lenders, the insurance proceeds shall be retained by Tenant and shall be applied first to restore the Lease Premises to a neat and clean condition, second to payments due under this Lease from Tenant to Landlord, if any, and finally any excess shall be apportioned between Tenant and the Major or Majors, as their interest may appear. Provided, however, that within any period when there is an outstanding mortgage or deed of trust upon the Improvements, such proceeds shall be applied first to discharge the debt secured by the mortgage and then for the purposes and in the order set forth above in this paragraph. Tenant hereby waives any claim against Landlord for any loss covered by insurance of the type specified in Section [12.2] ; and Tenant, shall obtain from its insurance company or companies a waiver of any right of subrogation that it may have against Landlord. r&b4.1se3692-10914 _6 0— 09/16/91:3:51 :hmw ARTICLE 13 . CONDEMNATION; DAMAGE OR DESTRUCTION 13 . 1 Definitions. Notwithstanding the executing of Subleases, this Article shall apply to the entire Lease Premises and shall take .into account the effect of the taking of any portion of the Lease Premises. The following definitions apply in construing provisions of this Lease relating to the taking of or damaging to all or any part of the Lease Premises or Improvements or any interest in them by eminent domain or inverse condemnation pursuant to this Article: 13. 1. 1 Taking means the taking or damaging, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi-public use under any statute. The transfer of title may be either a transfer resulting from the recording of a final order in condemnation or a voluntary transfer or conveyance to the condemning agency or entity under threat of condemnation, in avoidance of an exercise of eminent domain, or while condemnation proceedings are pending. The taking shall be considered to take place as of the later of (1) the date actual physical possession is taken by the condemner or (2) the date on which the right to compensation and damages accrues under the law applicable to the Lease Premises; 13 . 1.2 Total taking means the taking of the fee. title to all the Lease Premises and the Improvements on the Lease Premises; 13 . 1. 3 Substantial taking means the taking of so much of the Lease Premises or Improvements or both that one or more of the following conditions results: A reasonable amount of reconstruction would not make the Lease Premises and Improvements a practical improvement and reasonably suited for Tenant's continued occupancy for the uses and purposes for which the Lease Premises are leased as reasonably determined by Tenant; 13 . 1.4 Partial taking means any taking of the fee title that is not either a total or a substantial taking; 13 . 1. 5 Improvements means all products of skill, artifice, plan or design for construction on, modification of, or planned use of existing structures, natural or cultivated, or earth contours on the Lease Premises, including but not limited to: buildings, structures, fixtures, fences, utility installations, excavations, surfacing, water banks or channels and grading; ornamental trees, bushes and vines, whether occurring on the Lease Premises naturally or emplaced by human design or effort, and whether coming into being on the Lease Premises before or after commencement of the term; landscaping, ground cover, crops, planting, and earth contours forming part of r&b4.lse 3692-10914 —61— 09/16/91:3:51 :hmw • 0 a landscaping design; and artistic and ornamental components of any of the above; 13. 1.6 Notice of intended taking means any notice or notification on which a reasonably prudent person would rely and which such person would interpret as expressing an existing intention of taking as distinguished from a mere preliminary inquiry or proposal. It includes, but is not limited to, a resolution of necessity and condemnation complaint on a party to this Lease. The notice is considered to have been received when a party to this Lease receives from the condemning agency or entity a notice of intent to take in writing, containing a description or a map of the taking reasonably defining the extent of the taking; 13 . 1.7 Award means compensation paid for the taking whether pursuant to judgment or by agreement or otherwise. 13 . 2 Notice to Other Party. The party receiving any notice of the kind specified below shall promptly give the other party notice of the receipt, contents and date of the notice received: 13 .2 . 1 Notice of intended taking; 13 . 2 .2 Service of any legal process relating to condemnation of the Lease Premises or Improvements; 13 .2 . 3 Notice in connection with any proceedings or negotiations with respect to such a condemnation; or 13 .2 .4 Notice intent or willingness to make or negotiate a private purchase, sale or transfer in lieu of condemnation. 13 . 3 Representative of Each Party; Effectuation. Landlord, Tenant and all persons and entities holding under Tenant shall each have the right to represent its respective interest in each proceeding or negotiation with respect to a taking or intended .taking and to make full proof of its claims. No agreement, settlement, sale or transfer to or with the condemning authority shall be made without the consent of Landlord and Tenant. Landlord and Tenant each agrees to execute and deliver to the other any instruments that may be required to effectuate or facilitate the provisions of this Lease relating to condemnation. 13 . 4 Total or Substantial Taking; Effect on Rent and Term. 13 .4 . 1 Total Taking. On a total taking, Tenant's obligation to pay all rent, including Minimum Base Rent, Annual Percentage Rent (or Construction Rent or Initial Operation Rent, if applicable) shall terminate on the date of taking, but r3b4.158 3692-10914 —62— 09/16/91:3:51 :hMW • • Tenant's interest in the leasehold estate shall continue until the taking is completed by deed, contract or order of final condemnation and order of award. 13.4.2 Substantial Taking. If the taking is substantial, Tenant may, by notice to Landlord given within thirty (30) days after Tenant receives notice of intended taking, elect to. treat the taking as a substantial taking. If Tenant does not so notify Landlord, the taking shall be deemed a partial taking. A substantial taking shall be treated as a total taking if (a) Tenant delivers possession to Landlord within ninety (90) days after determination that the taking was a substantial taking, and (b) Tenant has complied with all lease provisions concerning apportionment of the award. If these conditions are not met, the taking shall be treated as a partial taking. 13 . 5 Early Delivery of Possession. Tenant may continue to occupy the Lease Premises and Improvements until the condemner takes physical possession. However, at any time following notice of intended total taking, or within the time limit specified for delivering possession in the provision on substantial taking, Tenant may elect to deliver possession of the Lease Premises to Landlord before the actual taking. The election shall be made by notice declaring the election and covenanting to pay all rents required under this Lease to the date of taking. Tenant's right to apportionment of or compensation from the award shall then accrue as of the date that Tenant goes out of possession. 13 . 6 Apportionment, Distribution of Award for Taking. On a taking, whether total, substantial or partial, Tenant shall receive the amount of any award attributable to the value of the leasehold and other amounts to which Tenant is entitled under law. Tenant shall receive the full value of the award attributable to Improvements taken. Notwithstanding anything to the contrary herein, nothing herein shall affect a Mortgagee's first right to any such awards. Landlord shall receive the amount of any award to which Landlord is entitled as its interests may appear. 13 .7 Partial Taking: Effect on Lease and Term. On a partial taking, this Lease shall remain in full force and effect, covering the remaining property, except that the Minimum Base Rent during the remaining term shall be reduced in the same ratio as the value of the portion of the Lease Premises taken (after deducting expenses of collection, including any attorneys' fees and restoration costs) bears to the value of the entire Lease Premises immediately prior to the date of taking possession, including Improvements then in existence. r04.lse 3692-10914 -63- 09/16/91:3:51 :hmw 0 0 13 .8 Restoration of Improvements. Promptly after a partial taking, at Tenant's expense and in the manner specified in provisions of this Lease relating to maintenance, repairs and alterations, Tenant shall repair, alter, modify or reconstruct the Improvements (referred to in this Article as "Restoration") so as to make them reasonably suitable for Tenant's continued occupancy for Permitted Uses; provided (i) that there are in Tenant's reasonable determination sufficient funds from the award to cover such Restoration; and provided further (ii) that Tenant determines, in its good faith business judgment, that such Restoration should occur. If either of the conditions named in the preceding sentence is not satisfied, Tenant may, in the manner provided for a substantial taking, elect to treat the taking as substantial. 13.9 Apportionment, Distribution of Award for Partial Taking. On a partial taking, distribution of the awards shall be made to all parties pursuant to their interests therein in accordance with the procedure set forth in subparagraph [13.6] above. 13. 10 Taking of Less Than Fee Title. On the taking of other than a fee title interest in the Lease Premises or Improvements or both, the question whether the taking is total, substantial or partial, and the effects on term, rent and apportionment of award shall be determined by the court hearing the condemnation if it goes to trial. 13 . 11 Election. Anything contained in this Article to the contrary notwithstanding, if, within ten (10) years prior to the expiration of the Term, a Substantial or Total Taking occurs, Tenant shall have the option of: 13 . 11. 1 Restoring, repairing, replacing, rebuilding or altering the Improvements as provided in this Lease; or 13 . 11. 2 Terminating this Lease by written notice to Landlord given within ninety (90) days after such taking, accompanied by payment (or an agreement to pay upon receipt of the portion of award payable to Tenant if said portion of the award has not at the time of the giving of such notice been received by Tenant) to Landlord of the pro rata portion of the Rent payable under this Lease to the date of termination. In the event of such termination, Tenant shall be entitled to retain the portion of the award payable to it pursuant to this Article. 13. 12 Damage or Destruction. 13. 12 . 1 Restoration. Subject to the provisions of Subparagraph [13 . 12 . 3] hereof, in case of damage to or destruction of the Improvements or any part thereof by fire or r3b4.1se 3692-10914 09/16/91:3:51 :hmw —64— • . otherwise, Tenant shall promptly give written notice thereof to Landlord, and shall, at Tenant's sole cost and expense, to the extent of insurance proceeds, if any, and the availability thereof (subject to the requirements of Tenant's lender) , restore, repair, replace, rebuild or alter the same as nearly as possible to the value, condition and character immediately prior to such damage or destruction, or with such changes or alterations as may be made at Tenant's election as permitted in this Lease and subject to the procedures herein. Such restoration, repairs, replacements, rebuilding or alterations shall be commenced promptly and prosecuted with reasonable diligence, Unavoidable Delays excepted. 13. 12.2 Insurance Proceeds. All insurance money paid as provided in this Lease on account of such damage or destruction, less the reasonable cost, if any, incurred in connection with the adjustment of the loss and in collection thereof, shall be available to Tenant for payment of the cost of such restoration, repair, replacement, rebuilding or alteration. Any amount. remaining from the proceeds of any such insurance funds, after such restoring, repairing, replacement, rebuilding or alteration, shall be disposed of as provided in Section 12 . 6, Disposition of Insurance Proceeds Resulting from Loss or Damage to Improvements. 13 . 12 . 3 Election. Anything contained in this Article to the contrary notwithstanding, if, within ten (10) years prior to the expiration of the Term, the Improvements shall be materially damaged or destroyed by fire or otherwise, and provided that the Improvements have been insured as provided herein, Tenant shall have the option of: a. Restoring, repairing, replacing, rebuilding or altering the Improvements as provided in this Lease, or b. Terminating this Lease by written notice to Landlord given within ninety (90) days after such destruction or damage, accompanied by pro rata payment of all rent payable pursuant to Article [4) hereof, to the date of termination and surrendering to Landlord Tenant's interest in all buildings and improvements remaining on the Lease Premises. ARTICLE 14 . DEFAULTS, REMEDIES AND TERMINATION 14. 1 Legal Actions 14 . 1. 1 Institution of Legal Actions In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any r04.1 Se 3692.10914 —65 09/16/91:3:51 :hmw default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Lease. Such legal actions must be instituted in the County of Contra Costa, State .of California, or in the Federal District Court in the Central District of California. 14. 1.2 Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Lease. 14. 1.3 Acceptance of Service of Process In the event that any legal action is commenced by Tenant against Landlord, service of process on Landlord shall be made by personal service upon the clerk of the governing board of Landlord, or in such other manner as may be provided by law. In the event that any legal action is commenced by Landlord against Tenant, service of process on Tenant shall be made by personal service upon an officer of Tenant and shall be valid whether made within or without the State of California, or in such manner as may be provided by law. 14 .2 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Lease, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party. 14 . 3 Events of Default During the Lease Term, Tenant shall not permit any one or more of the following events ("Events of Default") to occur. If any of the following events occur and shall continue for twenty (20) days (with respect to monies due) or thirty (30) days (with respect to all nonmonetary defaults) after notice from Landlord (the "First Notice of Default") specifying in detail the occurrence of such event, the same shall constitute an "Event of Default" subject, nevertheless to the provisions of Section [14. 8] or any other provisions of this Lease excusing or allowing for delay of performance by Tenant. Such Notice by Landlord shall expressly state that an Event of Default has occurred. 14 . 3 . 1 Fail to commence and/or complete the construction of the Improvements as required by this Lease for a period of three (3) months (or such longer period as may be the r04.lse 3692-10914 —66— 09/16/91:3:51 :hMW • • result of Unavoidable Delay) after written notice thereof from Landlord; 14.3.2 Abandon or substantially suspend construction of the Improvements as required by this Lease for a period of three (3) months (or such longer period as may be the result of Unavoidable Delay) after written notice of such abandonment or suspension from Landlord; 14. 3 .3 Use the Lease Premises for any purpose other than those provided for in this Lease; 14.3.4 Fail or refuse to pay to Landlord when due the applicable rents and other sums required by this Lease to be paid by Tenant; 14.3 . 5 Fail or refuse to pay when due any taxes, assessments or other Impositions as required by this Lease subject, however, to the rights of Tenant to contest such Impositions as permitted by this Lease; 14 . 3.6 Make or suffer to be made any voluntary or involuntary conveyance, assignment, sublease or other transfer of the leasehold interest in the Lease Premises, or any part thereof, or of the rights of Tenant under this Lease in violation of the terms of this Lease; 14 . 3 . 7 Commit or suffer to be committed any waste or impairment of the Lease Premises or the Improvements, or any part thereof in violation of this Lease; 14 . 3 .8 Alter the Improvements in any manner in violation of this Lease; 14 . 3 . 9 Fail to maintain insurance as required by this Lease; 14 . 3. 10 Fail to make full repair and restoration of the Lease Premises and the Improvements in the event of damage or destruction if required by the terms of this Lease; 14 . 3 . 11 Engage in any financing, or any other transaction creating any mortgage on the Lease Premises or the Improvements, or placing or suffering to be placed thereon any lien or encumbrance, or suffering any levy or attachment to be made thereon except as permitted by the terms of this Lease; 14 . 3 .12 Voluntarily file or have involuntarily filed against it any petition under any bankruptcy or insolvency act or law, unless such petition is dismissed within 60 days, or be r&b4.1%8 3692-10914 —67— 09/16/91:3:51 :hmw • • adjudicated a bankrupt, or make a general assignment for the benefit of creditors; 14 . 3. 13 Tenant shall have failed to cure any Event of Default under a leasehold Mortgage at least thirty (30) days prior to the date Tenant may cure such Event of Default before an acceleration of the indebtedness thereunder, and Landlord has complied with the provisions of Sections [10.2 and 10. 3] as to the Mortgagee's rights to cure; 14. 3. 14 Tenant shall have failed to account for or pay Annual Percentage Rent due Landlord, or shall have overstated Available Cash which overstatement results in the classification of all or a portion of the Junior Portion as Deferred Junior Rent; or 14 . 3 . 15 Fail to perform or comply with any other material term or provision hereof. 14.4 Landlord Rights of Termination and Reentry 14 .4. 1 Rights of Termination If any material Event of Default has not been cured or remedied within thirty (30) days after the First Default Notice (or, if it is not practicable to cure or remedy such Event of Default within such thirty (30) day period then Tenant must commence the curing or remedying of such Event of Default within said thirty (30) day period and diligently prosecute such cure or .remedy to completion) , Landlord may serve a second written notice (the "Second Default Notice") on Tenant stating that the Event of Default described in the First Default Notice has not been cured or remedied, and advising Tenant that the Lease may be terminated. Such Notice by Landlord shall expressly state that an Event of Default has occurred. After thirty (30) days of the receipt of the Second Default Notice by Tenant (or, if it is not practicable in the reasonable opinion of Landlord to cure or remedy such Event of Default within such thirty-day period, and if Tenant has not commenced and is not diligently prosecuting to completion the curing or remedying of such Event of Default at the time of the Second Default Notice, after a reasonable time as determined by Landlord) ; then, in such event, Landlord may, at its option and in addition to any other remedy provided for in this Lease, but subject to the rights of leasehold Mortgagees, terminate the Lease and revest in Landlord the leasehold interest theretofore transferred to Tenant, by written notice to Tenant of its intention to do so. Notwithstanding the foregoing, in the event that Tenant disputes Landlord's determination that an Event of Default has occurred and delivers notice of such dispute to Landlord within r04 Ise 3692-10914 —68— 09/16/91:3:51 :hmw r i twenty (20) days after either the First Default Notice or the Second. Default Notice, and if such dispute is made in good faith, then no such termination of this Lease by Landlord shall be permitted during the pendency of any action or proceeding to determine such dispute; provided, however, that if such action or proceeding results in a final non-appealable determination unfavorable to Tenant, Tenant must cure such Event of Default within thirty (30) days following such determination (or, if it is not practicable to cure or remedy such Event of Default within such thirty (30) day period then Tenant must commence the curing or remedying of such Event of Default within said thirty (30) day period and diligently prosecute such cure or remedy to completion) . Failure of Tenant to cure such Event of Default within the aforesaid period shall entitle Landlord to terminate this Lease and any such determination in such action or proceeding may provide for the termination of this Lease conditioned upon permitting Tenant to cure such Event of Default as herein provided. Upon termination of this Lease pursuant to this Section [14 .4] it shall be lawful for Landlord to reenter and repossess the Lease Premises (subject to the rights of the Major or Majors and Subtenants with non-disturbance agreements with Landlord) , without process of law, and Tenant, in such event, does hereby waive any demand for possession thereof, and agrees to surrender and deliver the Lease Premises peaceably to Landlord immediately upon such termination in good order, condition and repair, except for reasonable wear and tear. Tenant agrees that upon such termination, title to all Improvements on the Lease Premises specified in this Lease to vest in Landlord, shall vest in Landlord. No ejectment, reentry or other act by or on behalf of Landlord shall constitute a termination unless Landlord gives Tenant notice of termination in writing. Such termination shall not relieve or release Tenant from any obligation incurred pursuant to this Lease prior to the date of such termination. Except as expressly provided elsewhere in this Lease, the following provisions shall apply. Termination of the Lease under this Section [14 .4] shall not relieve Tenant from the obligation to pay any sum due to Landlord or from any claim for damages against Tenant. Landlord may, at its option, enforce all of its rights and remedies under this Lease, including the right to recover any rent and all other sums payable hereunder as the same become due hereunder. Additionally, Landlord shall be entitled to recover from Tenant all costs of maintenance and preservation of the Lease Premises, and all costs, including attorneys' and receiver's fees, incurred in connection with the appointment of and performance by a receiver to protect the Lease Premises and Landlord's interest under this Lease. The right of termination r&b4.Ise 3692-10914 -69- 09/16/91:3:51 :hmw provided by this Section [14.4] is not exclusive and shall be cumulative to all other rights and remedies possessed by Landlord, and nothing contained herein shall be construed so as to defeat any other rights or remedies to which Landlord may be entitled. 14.4.2 Right of Reentry; Reimbursements Landlord shall have the right, at its option, but subject to the provisions of Section [14 .4. 1] , to reenter and take possession of the Lease Premises, or any portion thereof, and terminate and revest in Landlord the leasehold estate theretofore conveyed to Tenant, if after conveyance of the leasehold estate an "Event of Default" as described in Section [14.3] occurs in violation of Tenant's covenants under this Lease, Landlord complies with all notice provisions of Sections 14.3 and 14.4, and the Event of Default is not cured or remedied as provided in Section [14 .4. 1] . Such right to reenter and repossess shall be subject to and be limited by and shall not defeat, render invalid, or limit: (a) Any mortgage, deed of trust or other security instrument of sale and leaseback or other conveyance for financing permitted by this Lease; (b) Any rights or interests provided in this Lease for the protection of the holder of such mortgages, deeds of trust or other security instruments, the lessor under such a sale and leaseback, or the grantee under such other conveyance for . financing; (c) Any sublease with respect to which Landlord has delivered a non-disturbance and attornment agreement, and the rights of the Major or Majors in and to the Improvements on the Major Components. All Subleases entered into by Tenant shall contain appropriate reference and provision to give effect to Landlord's right of reentry provided in this Section, subject to the foregoing provisions. Upon the revesting in Landlord of the leasehold estate in the Lease Premises or any portion thereof as provided in this Section, (or in Section [14 .4 . 3] ) , Landlord shall, pursuant to its responsibility under state law, use its best efforts to re- lease or sell such property as soon as possible and in such manner as Landlord shall find feasible for the highest price possible and consistent with the objectives of the law and of this Lease, to a qualified and responsible party or parties (as reasonably determined by Landlord) , who will assume the Tenant's r04 Is 3692-10914 -70- 09/16/91:3:51 :hmw 0 0 obligations under this Lease. Tenant shall have the right to secure prospective purchasers, qualified in Landlord's reasonable opinion to assume such obligations, and Landlord agrees that it will not unreasonably withhold its consent to the sale or lease of such property to any prospective purchaser/lessee secured by Tenant who has a net worth at least in the amount set forth in Article [9.0] with respect to an assignee of Tenant, and is significantly engaged (either itself or through one or more Affiliated Entities) in real estate development of the type contemplated for the Lease Premises under this Lease. Upon such re-leasing or sale of such property, the proceeds thereof shall be applied: (a) First, to pay all taxes, assessments, and water and sewer charges due and payable with respect to the Lease Premises; (b) Second, any and all amounts necessary to discharge any lien or other encumbrance affecting the Lease Premises; (c) Third, to reimburse Landlord for all costs and expenses incident to such re-lease or sale and/or conveyance (including, but not limited to, salaries to personnel, in connection with the recapture, management and re-lease or sale of such Lease Premises, but less any income derived by Landlord therefrom in connection with such management) ; (d) Fourth, to Landlord, any amounts owed by Tenant pursuant to this Lease or by reason of Tenant's default hereunder; and (e) Any balance remaining after such reimbursements shall be retained by Tenant as its property. 14 . 5 Landlord Recovery Upon Termination If Tenant's right to possession is terminated by Landlord pursuant to Section 14 .4 . 1, in addition to all other rights and remedies it may have, Landlord may recover from Tenant (subject to credit under Section [14 .4] ) : 14 .5. 1 The worth at the time of award of the unpaid rent and all other sums payable hereunder which are due, owing and unpaid by Tenant to Landlord at the time of termination. 14 .5.2 The worth at the time of award of the unpaid rent and all other sums payable hereunder which would have come due after termination until the time of award, reduced by the amount, if any, of such loss which Tenant proves could have been reasonably avoided. r04 Ise 3692-10914 —71— 09/16/91:3:51 :hmw • • 14.5. 3 All other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under the Lease or which in the ordinary course of things . are likely to result therefrom, which shall specifically include all. costs, including attorneys' fees, of repossession, removing persons or property from the Lease Premises, repairs, reletting, including leasing commissions, and reasonable alterations of the Lease Premises in connection with reletting, if any. 14.6 Additional Remedies of Landlord If Tenant defaults with regard to any of the provisions of this Lease, Landlord shall serve written notice of such Event of Default upon Tenant. If the Event of Default is not commenced to be cured within thirty (30) days after service of the Notice of Default and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, Landlord, at its option, may thereafter (but not before) but subject to the provisions of Section [14. 10] : 14 . 6. 1 Correct or cause to be corrected said Event of Default (other than construction of the Improvements or payment of the indebtedness under any leasehold mortgagee which Landlord may not cure on behalf of Tenant) and charge the costs therefor to the account of Tenant as additional rent; 14 . 6.2 Correct or cause to be corrected said Event of Default and pay the costs thereof from the proceeds of any insurance; or in the event that Tenant has obtained a faithful performance bond indemnifying Landlord, Landlord may call upon the bonding agent to correct said Event of Default and pay the cost thereof; 14 . 6.3 Continue this Lease and Tenant's right to possession in effect after Tenant's breach and recover rent as it becomes due. Pursuant to Section 1951.4 of the California Civil Code, Landlord may elect this remedy because under this Lease Tenant has the right to sublet or assign, subject only to reasonable limitations. 14 . 6.4 Have a receiver appointed to take possession of Tenant's interest in the Lease Premises, with power in said receiver to administer Tenant's interest therein, to collect all funds available to Tenant in connection with its operation and maintenance thereof; and to perform all other acts consistent with Tenant's obligations under this Lease as the court deems proper; r04.1 se 3692-10914 -72- 09/16/91:3:51 :hmw 0 • 14.6.5 Maintain and operate the Lease Premises without terminating the Lease and faithfully account to Tenant in connection therewith. 14.6.6 Terminate the Lease pursuant to Section [14.4.1] hereof. Landlord reserves and shall have the right at all reasonable times to enter the Lease Premises for the purpose of viewing and ascertaining the condition of the same, or to protect its interests in the Lease Premises or to inspect the operations conducted thereon. Any such entry shall be made only after reasonable notice to Tenant. The rights reserved in this Section [14.6] shall not create any obligations on Landlord or increase obligations imposed on Landlord elsewhere in this Lease, and shall not defeat, render invalid or limit the rights or interests expressly provided in this Lease for the protection of leasehold Mortgagees. 14 .7 Status of Subleases at Termination of Lease The termination of this Lease prior to its expiration, by cancellation or otherwise, shall not serve to cancel subleases or subtenancies which shall be then still in effect, but shall operate as an offer to assign to Landlord at that time of any and all such subleases or subtenancies and all of Tenant's rights therein and thereunder. Landlord shall have no obligation to accept such assignment other than for those sublessees to whom Landlord has provided nondisturbance agreements. Tenant shall not, however, make any subleases for terms longer than the original term of this Lease. Each sublease shall contain an irrevocable covenant and undertaking on the part of the sublessee expressly made for the benefit of Landlord herein, to attorn to Landlord herein, at the sole option of and upon the demand of Landlord herein, in the event this Lease shall be terminated for any Event of Default, on the part of Tenant, with an additional provision that such attornment, if accepted by Landlord, shall operate to create the relation of landlord and tenant directly between Landlord herein as Landlord on the one hand, and sublessee as Tenant on the other hand, with respect to the premises covered by the sublease, all with the same force and effect as would have been the case had said such sublease been made by and between said sublessee and Landlord herein in the first instance; provided, however, and except that Landlord herein shall not be in any way, or to any extent, answerable to sublessee for any past act, neglect or Event of Default on the part of Tenant herein, and sublessee shall have. no right to set up or assert the same, for any damages arising therefrom as an offset against Landlord herein. The r&b4 3692-10914 -73- 09/16/91:3:51 :hmw • • foregoing provision shall be effective as to all parties concerned, including sublessees, whether included in an applicable sublease or not. Landlord shall enter into a nondisturbance and attornment agreement with each Major entering the Lease Premises. 14.8 Default by Maior - 14.8.1 If after Tenant has conveyed a Major Component by a binding Sublease to a Major pursuant to which the .Major is obligated to construct the improvements or its Major Component, Tenant shall use reasonable efforts to cause the Major to construct those improvements in accordance with the terms of the respective Sublease. In the event that the Major fails to perform its construction obligations due to no fault or neglect of Tenant, no Event of Default shall be deemed to have occurred under this Lease if Tenant shall use reasonable efforts to compel performance by the defaulting Major or pursue such other remedies as are appropriate, including the giving of requisite notices of default and the bringing of such legal action or prosecution of such other remedies for such default as may be available to Tenant under the terms of the applicable Sublease. If notwithstanding Tenant's reasonable, diligent efforts to compel performance, the defaulting Major fails to cure such default, Tenant shall diligently take such action as is necessary to terminate the defaulted Sublease and recover possession of the Major Component from the defaulting Major, subject to the rights of any subleasehold mortgagee. Upon termination of the Sublease, and upon Tenant's recovery of sole and exclusive possession of the affected Major Component, free and clear of the rights of the defaulted Major and any leasehold mortgagee, then Tenant shall have two (2) years after Tenant's recovery of possession in which to use diligent efforts to procure an executed sublease with a substitute Major satisfactory to Landlord, and to submit such sublease to Landlord. The satisfaction and approval by Landlord of the substitute Major and the sublease shall not be unreasonably withheld or delayed and shall in writing. 14 .8.2 During said two (2) year period, Tenant shall submit to Landlord quarterly reports evidencing that Tenant is diligently pursuing procuring a substitute Major. Evidence of progress towards procuring a substitute Major shall be deemed satisfactory to Landlord, if Tenant shall in writing identify the prospective Major or Majors with whom Tenant has had contact, the times such contacts were made, and a summary of the efforts and status of the efforts to obtain a Major, all in reasonably sufficient detail to evidence bona fide attempts by Tenant to r04.150 3692-10914 -74- 09/16/91:3:51 :hmw • • procure a substitute Major and comply with the agreed time schedule. 14.8.3 If at any time it becomes apparent to Tenant that it will not, despite diligent efforts, be able to procure a firm and binding agreement with a substitute Major within said two (.2) year period, Tenant may request Landlord's approval to pursue a mutually agreeable substitute development use for the affected Major Component. Upon delivery to Landlord of evidence of Tenant's diligent efforts to obtain a substitute Major, Landlord agrees to consider in good faith and not to withhold unreasonably its approval of the substitute development use proposed by Tenant. 14.8.4 In the event that Tenant shall fail to obtain an executed Sublease with a substitute Major within the two years described in Section [14.8.1] , and if, after reasonable and good faith consideration Landlord and Tenant fail to agree on a substitute development use, Landlord, at its option at any time after the end of such two (2) year period, shall have the right to give Tenant twelve (12) months' written notice of its intention to terminate this Lease as to the affected Major Component. If Tenant obtains an executed Sublease with a substitute Major reasonably satisfactory to Landlord within twelve (12) months after Landlord's notice of termination, Landlord's notice of termination shall, at Tenant's election, have no force and effect. The termination of the Lease as it pertains to such Major Component, and recovery of possession thereof by Landlord as aforesaid, shall not constitute an Event of Default as to any other part of the Lease Premises, and Landlord's sole and exclusive course of action under such circumstance shall be the termination of the Lease as to, and the recovery of possession of, the affected Major Component. 14 .8.5 Upon the revesting in Landlord of Tenant's leasehold interest in the affected Major Component, Landlord shall use its best efforts to re-lease or sell such Major Component as soon as possible and in such manner as Landlord shall find feasible and consistent with the objectives of the law and of this Lease, to a qualified and responsible party or parties (as reasonably determined by Landlord) , who will assume the obligation of completing the Improvements, if the same have not been completed, or such other improvements as shall be satisfactory to Landlord and in accordance with the permitted uses for such parcel. Upon such re-leasing or sale of the Major Component, the proceeds thereof shall be applied: (A) First, to pay all taxes, assessments and water and sewer charges due an payable with respect to that Major Component: r&bC lse 3692-10914 —75— 09/16/91:3:51 :hmw (B) Second, any and all amounts necessary to discharge any lien or other encumbrance affecting the Major Component; (C) Third, to reimburse Landlord's costs and expenses incident to such re-lease or sale, including, but not limited to, salaries to personnel in connection with the recapture, management and re-lease or sale of such Component, but less any income derived by Landlord therefrom prior to the re-lease or sale in connection with such management. (D) Fourth, any reasonable and documented costs incurred by Tenant in connection with its attempt to find a substitute Major, and the unamortized costs of Tenant incurred in connection with the development of the Lease Premises attributable to the affected Major Component, including, without limitation, a pro rata share of the costs of on and off-site work; and (E) Any balance remaining after such payments shall be retained by Landlord as its property. 14.9 Default by Landlord. The Default or breach by Landlord of any obligation required to be performed by it under this Lease, or any other agreement related hereto or made in furtherance hereof shall constitute a Default by Landlord under this Lease. For purposes of this Section, a Default or breach by any third party, of any obligations required to be performed by it or to be caused to be performed by Landlord under this Lease, or any other agreement related hereto or made in furtherance hereof shall constitute a Default by Landlord under the Lease. 14 . 10 Exculpation Clause. After the date on which Tenant is entitled to be issued Certificates of Completion for all of the Development Components pursuant to Section [5.9] of this Lease, Tenant shall be released from all personal liability except as follows and any judgment obtained against Tenant thereafter shall be limited to the aggregate of the following: (i) rent-. (including, but not limited to, Minimum Base Rent and Annual Percentage Rent) and all other fixed and ascertainable monetary obligations of Tenant under this Lease due, owing or unpaid to Landlord as of the date of any Notice of Default by Landlord, and (ii) any Minimum Base Rent and Annual Percentage Rent payable to Landlord from the date of any such Notice of Default to the date of the termination of this Lease. All other obligations and liabilities of Tenant under the Lease shall be deemed to be nonrecourse as against Tenant and Landlord's sole recourse against Tenant for any liabilities in excess of the foregoing shall be against Tenant's interest in the r04.lse 3692-10914 —7 6— 09/16/91:3:51 :hmw • • Lease Premises. Except as otherwise provided above, nothing contained in this section shall limit the obligations of Tenant under this Lease pertaining to the cure by Tenant of any Default . to avoid a termination of this Lease or the rights or remedies of Landlord to cure any such Default or to take such other actions as may be available to Landlord under the provisions of this Lease. Notwithstanding any provision in this Lease to the contrary, the limitation on Tenant's liability under this section shall apply to any judgment or order (monetary, equitable or otherwise) obtained against Tenant. 14.11 Conflict With Sublease. If Landlord approves a Major Sublease, or any amendments thereto, and such Major Sublease creates rights in the Major the exercise of which, but for such provision in the Major Sublease, would constitute a Default of this Lease, during the term of the Sublease, the exercise of such rights by the Major in accordance with the Major Sublease shall not constitute the Default of Tenant (or such Major) under this Lease. ARTICLE 15. GENERAL PROVISIONS 15.1 Notices. Demands and Communications between the Parties Formal notices, demands and communications between Landlord and Tenant shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of Landlord and Tenant addressed to each party as follows: If to Landlord Lease Management Division General Services Department Contra Costa County P.O. Box 69 Martinez, California 94553-0006 Attn: Director of General Services With a copy to: Office of the County Counsel Contra Costa County P.O. Box 69 Martinez, California 94553-0006 Attn: Sharon Anderson, Esq. and if to Tenant; Reynolds & Brown, Inc. r04 Ise 3692-10914 -77- 09/16/91:3:51 :hmw P..O.. Box 4057 Concord, California 94524-4057 Attn: Peter Reynolds with a copy to: Brobeck, Phleger & Harrison 550 W. "C" Street San Diego, CA 92101 Attn: Todd J. Anson, Esq. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section. 15.2 Time of Essence Time is of the essence with respect to the performance of each of the covenants and agreements contained in this Lease. 15.3 No Waiver By Landlord. To the extent permitted by applicable law, no failure by Landlord to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a default under this Lease, and no acceptance of rent during the continuance of any such default, shall constitute a waiver of any such default or of any such term. No waiver of any default shall affect or alter this Lease, which shall continue in full force and effect, or the rights of Landlord with respect to any other then existing or subsequent default. 15.4 Instrument of Transfer. This Lease shall be subordinate and subject to the provisions and requirements of the Instrument of Transfer by and between the United States and Airport, dated the 9th day of October, 1947, and recorded in Book 1137, at page 114 of Official Records of Contra Costa County, California. 15. 5 Right to Improve Airport. Landlord reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of the Tenant and without interference or hindrance. 15.6 Right to Maintain Airport. Landlord reserves the right, but shall not be obligated to the Tenant to maintain and keep in repair the landing area of the r&bd.lse 3692-10914 "•T g 09/16191:3:51 :hmw • airport and all publicly-owned facilities of the airport, together with the right to direct and control all activities of the Tenant in this regard. 15.7 Aviation Hazards. Landlord reserves the right to take any action it considers necessary to protect the aerial approaches of the airport against obstructions, together with the right to prevent Tenant from erecting or permitting to be erected any building or other structure on the Lease Premises which, in the opinion of Landlord or the Federal Aviation Administration, would limit the usefulness of the Airport or constitute a hazard to aircraft. Tenant agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations for all proposed and future structures or building planned for the Project, or in the event of any planned modification or alteration or any present or future building or structure situated on the Lease Premises. 15.8 Navigational Aids. Landlord reserves the right during the term of this Lease to install, at its sole expense, air navigational aids, including lighting, in, on, over, under, and across the Lease Premises. In the exercise of any of the rights hereof, Landlord agrees to give Tenant no less than ninety (90) days written notice of its intention to install such air navigational aids and to coordinate such installation with Tenant; provided, however, that no such installation shall unreasonably interfere with Tenant's use, result in a material modification to the Project, or compromise Tenant's aesthetic plan, without invoking the provisions herein relating to condemnation. 15. 9 Nuisance. Tenants, employees and invitees of the Project may experience discomfort due to noise, crowds and .fumes associated with the operation of an airport. Tenant hereby waives any claim it, or its subtenants, may have or claim to have for diminution of value of the Leasehold caused by or related in any way to the operation of the Airport, whether such diminution of value is because of noise, crowds, fumes or otherwise. Further, Tenant, its successors and assigns, and every successor in interest to the Leasehold or any part thereof, covenants that it shall not claim compensation for diminution of value of the Leasehold due to, or request equitable relief to abate a nuisance arising from, operation of the Airport. 15.10 Non-Exclusive Use. rdb4.lse 3692-10914 —79— 09/16/91:3:51 :hmw • 0 It is specifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act. 15.11 Holding over. In the event Tenant shall holdover or remain in possession of the Lease Premises or the Project with the consent of Landlord after the expiration of the Term of this Lease, such holding over or continued possession shall create a tenancy for month to month only, upon the same terms and conditions as are herein set forth so far as the same are applicable. 15.12 Conflict of Interests No member, official or employee of Landlord shall have any personal interest, direct or indirect, in this Lease, nor shall any such member, official or employee participate in any decision relating to the Lease which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. 15. 13 Warranty Against Payment of Consideration Tenant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Lease. 15. 14 Non-liability of Landlord Officials and Employees No member, official or employee of Landlord shall be personally liable to Tenant, or any successor in interest, in the event of any Default or breach by Landlord or for any amount which may become due to Tenant or its successor or on any obligations under the terms of this Lease. 15. 15 Inspection and Audit of Books and Records Landlord has the right at all reasonable times to inspect the books and records of Tenant pertaining to the Lease Premises as pertinent to the purposes of this Lease. Tenant shall keep and maintain such books and records in the County of Contra Costa. 15. 15. 1 Records; Right of Inspection. Tenant shall keep full and accurate books and accounts, records, cash receipts, and other pertinent data showing the financial operations of the Lease Premises and directly related to the preparation of any Annual Statement submitted by Tenant under Section (4 . 3 .4 (B) ) ("Records") . Such Records shall be kept for a r04 ISO 3692-10914 -8 0- 09/16/91:3:51 :hmw period of three (3) years after the end of the Lease Year to which such Records pertain. Landlord shall be entitled, not more than one (1) time per calendar year during each Lease Year and once within three (3) years after receipt by Landlord of the applicable Annual Statement,. to inspect, examine and copy, at Landlord's sole expense, the Records and Tenant's income tax returns (subject to Section [4.3.4 (E) (2) (e) ]) , pertaining to the applicable Lease Year as is necessary or appropriate for the purpose of this Lease, provided that such inspection, examination and copying shall be upon three (3) days' prior written notice to Tenant. Such inspection, examination and copying shall be made at such time and place as .Tenant may reasonably designate. Any transfer of Records for such inspection, examination and copying shall be at Landlord's sole expense. Tenant shall cooperate fully with Landlord in making the inspection. 15. 15.2 Right to Audit. In the event of a dispute between Landlord and Tenant regarding the calculations of Annual Percentage Rent reflected .in the Base Year Annual Statement or any Annual Statement, Landlord or its designated agent shall have the right to audit the Records for the purpose of verifying the Annual Percentage Rent reflected in such Annual Statement subject to the following terms and conditions: (a) Landlord shall have the right to make such audit, not more than once for any Lease Year: (i) within 180 days following its receipt of the Base Year Statement; or (ii) within 3 years after receipt by Landlord of the Annual Statement for any other Lease Year. (b) Landlord shall give Tenant at least fifteen (15) days' written notice of its desire to conduct such audit, and such audit shall be made at such time and place as Tenant may reasonably designate; (c) Such audit shall be limited to the Records and Tenant's income tax returns (subject to Section [4 . 3 .4 (E) (2) (f) ) ] relevant to the calculation and payment of Annual Percentage Rent; (d) Such audit shall be performed by an independent certified public accountant or by Landlord's or City's in-house auditor (the "Auditor") ; (e) Landlord hereby covenants, warrants and represents that neither Landlord, its agents, employees, officers, consultants, or independent contractors, nor Landlord's designated agent (including the Auditor) shall disclose or use the information contained in the Records and, if applicable, Tenant's tax returns for any purpose other than for audit purposes or enforcement of Landlord's r&b4.lse 3692-10914 - 09/16/91:3:51 :hrtw • • rights as permitted under this Lease. To the extent permitted by law, Landlord, its agents, employees, officers, consultants, or independent contractors, and/or its Auditor(s) shall keep such Records and tax returns, or copies thereof, strictly confidential and shall take all steps reasonably necessary to assert and enforce such confidentiality without prejudice to Landlord's rights under this Lease. Notwithstanding any other provision of this Lease, Tenant shall not be obligated to provide Landlord with copies of its income tax returns unless (i) such tax returns shall remain strictly confidential and not available to the public; and (ii) Tenant is a partnership and the principal asset of such partnership .is this Lease (and interest in the Lease Premises described herein) ; and (iii) Tenant has no substantial assets, business or income unrelated to its activity in the Lease Premises. 15. 15. 3 Waiver. If Landlord has not performed an audit for a particular Lease Year within the time periods specified in Section 4. 3.4 (E) (2) (a) , then Landlord shall be deemed to have waived its right to audit the Records for such Lease Year, or to any adjustment of the Annual Percentage Rent for such Lease Year, and the facts contained in the Annual Statement for such Lease Year shall be conclusive and binding upon Landlord. 15. 15.4 Result of Audit/Tenant Challenge. Within 20 days following any audit performed by Landlord, Landlord shall provide Tenant with an audit report setting forth the Auditor's findings in reasonable detail, including any schedules or attachments necessary to interpret such findings (the "Audit Report") . The Audit Report shall be accompanied by Landlord's written demand for payment (pursuant to Subsection (5) below) if an underpayment is disclosed by the Audit Report. Tenant shall have a period of thirty (30) days following its receipt of the Audit Report in which to review the Audit Report, interview the Auditor (who shall be made reasonably available to Tenant during such period) and, if Tenant reasonably determines based upon its review of the Audit Report to dispute the results of any audit conducted by Landlord, provide Landlord with written objections stating in reasonable detail Tenant's specific objections to the Audit Report. For a period of thirty (30) days following the delivery of Tenant's challenge to Landlord, Tenant and Landlord shall negotiate in good faith in order to resolve any dispute concerning the Audit Report. If Tenant and Landlord fail to resolve each issue in dispute concerning the results of an audit within ninety (90) days following Tenant's receipt of the Audit Report, either party may seek resolution of such disputed issues by judicial action (legal or equitable) in a court having jurisdiction thereof. In such MCI 3692-10914 09/16/91:3:51 :hmw -82- event, neither Landlord nor Tenant shall be in default with respect to such underpayment or overpayment and the payment of any sums shown to be owing to Landlord or 'Tenant by such audit, including, without limitation., any underpayment or overpayment of the Annual Percentage Rent, shall be payable in accordance with Subsections (5) and (6) below, as applicable. 15.15.5 Underpayment. In the event an unchallenged audit (including an audit, or portion thereof, which is disputed but then such dispute is resolved) or final judicial determination, as the case may be, discloses an underpayment of Annual Percentage Rent, Tenant shall pay the amount of such underpayment (or the undisputed portion thereof) within thirty (30) days after the later of the date (a) Tenant receives the Audit Report and Landlord's written demand to pay such underpayment; (b) a disputed audit, or the applicable portion thereof, is resolved; or (c) a final judicial determination of a disputed audit is rendered that discloses such underpayment ("Underpayment Determination bate") . Interest shall accrue at the Reference Rate on the amount of such underpayment from the 151st day after the end of the applicable Lease Year in which the underpayment was due until paid; provided, that in the event that the underpayment exceeds five percent (5%) of the amount of Annual Percentage Rent actually owing for the applicable Lease Year, interest shall accrue at the Reference Rate plus 3% on the amount of such underpayment from the 151st day after the end of the applicable Lease Year in which the underpayment was due until paid. In the event such underpayment exceeds the greater of 5% of the amount of Annual Percentage Rent actually owing for the applicable Lease Year or $10, 000, then Tenant shall reimburse Landlord for all reasonable costs and expenses incurred by Landlord in connection with any audit and/or judicial action. Except as set forth in the preceding sentence, Landlord shall pay its own cost of any audit and/or judicial action. In no event shall the failure by Tenant to pay such underpayment at the time it would have otherwise been due under this Lease constitute an Event of Default in the payment of rent under this Lease, provided the amount of such underpayment is paid within such thirty (30) day period after the Underpayment Determination Date, nor shall Tenant be subject to any fee, penalty or liquidated damages on account of such underpayment. Failure by Tenant to pay such underpayment within such thirty (30) day period after the Underpayment Determination Date shall constitute an Event of Default under Section [14. 3] . 15. 15. 6 overpayment. In the event an unchallenged audit (including an audit, or portion thereof, which is disputed but then resolved) or final judicial determination, as the case may be, discloses an overpayment of Annual Percentage Rent, Landlord shall pay the amount of such overpayment (or the .undisputed portion thereof) within thirty (30) days after the r04.lse 3692-10914 -83- 09/16/91:3:51 :hmw later of the date (a) Tenant receives the Audit Report disclosing such overpayment; (b) . a disputed audit, or the applicable portion thereof, is resolved; or (c) a final judicial determination of a disputed audit is rendered that discloses such overpayment. Interest shall accrue at the Reference Rate on the amount due but unpaid as of the 151st day after the end of the applicable Lease Year in which the overpayment was made. If not paid by Landlord within such thirty (30) day period, Tenant may, at its election, deduct the amount of such overpayment (plus interest thereon) from the installments of Annual Percentage Rent and other sums next becoming due to Landlord under this Lease until all of such overpayment (plus interest thereon) is paid in full. 15.16 No PartnershiR Neither anything in this Lease contained, nor any acts of Landlord or Tenant shall be deemed or construed by any person to create the relationship of principal and agent, or of partnership, or of joint venture, or of any association between Landlord and Tenant. 15.17 Compliance with Law Tenant agrees, at its sole cost and expense, to comply and secure compliance with all the requirements now in force, or which may hereafter be in force, of all municipal, county, State and federal authorities, pertaining to the Lease Premises and the Improvements, as well as operations conducted thereon, and to faithfully observe and secure compliance with, in the use of the Lease Premises and the Improvements, all applicable county and municipal ordinances and state and federal statutes now in force or which may hereafter be in force, including all laws prohibiting discrimination or segregation in the use, sale, lease or occupancy of the property. The judgment of any court of competent jurisdiction, or the admission of Tenant or any sublessee or permittee in any action or proceeding against them, or any of them, whether Landlord be a party thereto or not, that Tenant, sublessee or permittee has violated any such ordinance or statute in the use of the premises shall be conclusive of that fact as between Landlord and Tenant. 15. 18 Estoppel Certificates Each of the parties shall at any time, and from time to time, upon not less than twenty (20) days prior notice by the other, execute, acknowledge and deliver to such other party a statement in writing certifying that this Lease is unmodified and is in full force and effect (or if there shall have been modifications that this Lease is in full force and effect as modified and stating the modifications) , and the dates to which the rent has been paid, and stating whether or not to the best r3b4.lse 3692.10914 —84- 09/16/91:3:51 84_09/16/91:3:51 :hmir • • knowledge of the signer of such certificate such other party is in Default in performing or observing any provision of this Lease and, if in Default, specifying each such Event of Default of which the signer may have knowledge, it being intended that any such statement delivered by Tenant may be relied upon by Landlord or any prospective purchaser of the fee or any prospective mortgage or encumbrances thereof or any prospective assignee or any mortgage or trust deed upon the fee, and it being further intended that any such statement delivered by Landlord may be relief upon by any prospective assignee of Tenant's interest in this Lease, any prospective sublessee of all or part of the leased premises, any prospective mortgagee or encumbrances of this Lease or of any sublease or of the leasehold estate created by this Lease or of any sublease, or any prospective assignee of any such mortgage or encumbrance. Reliance on any such certificate may not extend to any Event of Default as to which the signer of the certificate shall have had no actual knowledge. 15. 19 Recording of Lease If in order to reduce recording costs, Tenant wishes to record an abstract of this Lease, or of that portion or portions proposed to be covered by approved financing, Landlord shall, upon request from Tenant so to do, execute such an abstract, or abstracts, for purposes of recordation. All costs in connection therewith shall be borne by Tenant. 15.20 Severability If any provision of this Lease shall be adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Lease shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 15.21 Binding Effect This Lease, and the terms, provisions, promises, covenants and conditions hereof, shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 15.22 Captions The captions contained in this Lease are merely a reference and are not to be used to construe or limit the text. 15.23 Approvals by Landlord and Tenant Wherever this Lease requires Landlord's or Tenant's approval of any matter, such approval shall not be unreasonably delayed or withheld unless the applicable provision of this Lease r&bC lse 3692-10914 -85- 09/16/91:3:51 :hmw • • expressly provides that such approval may be withheld in the Landlord's or Tenant's, as applicable, sole discretion. ARTICLE 16. DEFINITIONS As used in this Lease the following terms have the following respective meanings: 16. 1 "Additional Project Costs" shall include (a) the amount of capital expenditures for remodelling, renovation or enhancement incurred by Tenant (and for which Tenant is not .reimbursed) on vacant space formerly occupied by an Anchor Tenant who has discontinued its use and occupation thereof, in order to re-let such space to an Anchor Tenant; . (b) capital expenditures for improvements of the common area made pursuant to a plan of improvement affecting more than one area of the common area, which plan shall have a total cost of not less than $100,000 and which plan shall not be implemented more than twice during the Term; (c) the unamortized cost of improvements occupied (or to- be-occupied) by an Anchor Tenant amortized on a straight line basis over twenty-five (25) years; and (d) commissions for any Anchor Tenant Sublease with a term of ten (10) years or longer, provided that hard costs are incurred in connection with such Sublease. "Additional Project Costs" shall not include (by way of example) any expenditures to accommodate an existing Subtenant (whether or not such Subtenant occupies the space) , nor any space the lease or occupancy of which could be extended or renewed by the exercise of an option to extend or renew pursuant to an existing Sublease. (§ 4.4. 1) . 16. 2 "Additional Remediation Costs" shall mean (i) the costs paid by Tenant which would otherwise qualify as "Landlord's Remedial Costs" as defined in Section [3.9.1] and, (ii) in the event Tenant performs such work or supplies such materials, the actual and reasonable costs paid .by Tenant in performing the work of remediation, including interest, financing or carrying costs, overhead, and Tenant's other indirect costs. (§ 3.11. 1) 16. 3 "Additional Secured Amounts" of any Permitted Senior Mortgage shall mean all amounts secured by the deed of trust encumbering the Lease Premises at the time of the refinancing or foreclosure of the Mortgage. (§ 4.4. 1) 16.4 "Adjustment of Percentage Rent" - As defined in Section [3.2 .2.c] . 16.5 "Affiliated Entity" is defined at Section 9. 1.5. 16. 6 "Anchor Tenant" - a Subtenant subleasing 50, 000 or more square feet of gross leasable area. r3bC lse 3692-10914 —8 6- 09/16/91:3:51 :hmw 0 . • 16.7 "Annual Accountinct Statement" - As defined in Section [3.2.2.b] . 16.8 "Annual Allowable Offset" shall be determined as follows: A. For Additional Remediation Costs solely attributable to a Change in Law, the Annual Allowable Offset shall be the lesser of (x) the Junior Portion of the Rent (as defined in Section [ ]) , or (y) the amount of annual payments required to fully amortize the Additional Remediation Costs together with interest at a rate 2 percentage points in excess of the then current annual yield paid on promissory notes issued by the United States Department of the Treasury having a maturity equal to 30 years as such interest rate is reported in The Federal Reserve Statistical Release G13 (415) or its successor publication most recently released prior to the date the interest rate is established at the time of payment(s) by Tenant for the work of remediation over a period of time which is the shorter of (i) 20 years or (ii) the term of this Lease remaining at the time of such payment(s) . B. For all other Additional Remediation Costs which are a requirement of Environmental Laws then in effect in order to effectuate a change in use to another Permitted Use, the construction of additional Improvements containing leasable space not part of the Approved Plans and Drawings or the rehabilitation, reconstruction or restoration of Improvements already in place, the Annual Allowable Offset shall be the lesser of (y) that amount of the annual Minimum Base Rent and Annual Percentage Rent subject to subordination as Subordinated Rent, or (z) the Rent payable for that Lease Year. (§ 3. 11. 1) 16. 9 "Annual Percentage Rent" - As defined in Section [3 .2] . 16. 10 "Approved Lease" - As defined in Section [5.4] . 16.11 "Approved Plans and Drawings" - As defined in Section [4 . 1] . 16. 12 "Available Cash" - see § 4 .4.2. 16. 13 "Base Amount" - As defined in Section [4.3.2] . 16.14 "Base Rent" - As defined in Section [5.4] . r04 Ise 3692-10914 —87— 09/16/91:3:51 :hmw 16.15 "Base Year" shall mean the third full calendar year of operations of the Project after the calendar year in which a .Certificate of Completion has been issued (or in which a Certificate of Completion would have been issued if requested by Tenant) for the Project. (§ 4.3.7) . 16.16 "Capital Expenses" - Those expenditures which are not deemed Operating Expenses. 16.17 "_Certificate of Completion" - As defined in Section [4.9] . 16.18 "Change in Law" means an applicable standard, curative action, protective measure, procedure or test in the laws, rules, or the regulations, orders and policies of a federal, state or local governmental entity empowered to regulate or enforce Environmental Laws to which Tenant or Landlord is obligated by the then-effective Environmental Laws to comply that was not in effect or enforced at the time of the Remedial Action Plan or for which the applicable tolerance level has changed. 16. 19 "Commencement of Construction" - The commencement of work on the Improvements in such degree and such scope as shall, if carried on uninterrupted, except for Unavoidable Delays, cause such Improvements to be completed by the dates set forth in the Schedule of Performance. 16.20 "Construction Period" - As defined in Section [4.2.1] . 16.21 "Default" - Any condition or event which constitutes or which, after notice or lapse of time or both, would constitute an Event of Default. 16.22 "Deferred Junior Portion" - As defined in § 4.4.2. 16.23 "Development Component" - As defined in Section [1. 3] . 16.24 "Effective Date" - As defined in Section [2.2] . 16.25 "Environmental Law" means any federal, state or local environmental, health and/or safety-related law, rule, regulation, requirement, order, ordinance, directive, guideline, permit or permit condition, currently existing and as amended, enacted, issued or adopted in the future. The term Environmental Law includes, but is not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and similar state or local laws. 16.26 "Event of Default" - As defined in Section [14.3] . M4 1S1 3692.10914 _88- 09/16/91:3.51 :hmw 16.27 "Gross Operating Revenue" shall mean the gross operating revenues paid to or received by Tenant in any Lease Year from the operation of the Lease Premises,. including the aggregate of (i) all fixed, minimum and guaranteed rents, overage rentals, percentage and participation rentals paid by Subtenants (or their subtenants) to Tenant; and (ii) all rentals and receipts paid to Tenant from licenses and concessions or other space use or fee agreements such as for exhibits, vendor carts and kiosks; and which shall exclude the items described in Section 4.3.1(A) of the Lease (§ 4.3.1) 16.28 "Hazardous Materials" means any chemical, substance, object, condition, material, waste, or controlled substance which is or may be hazardous to human health or safety or to the environment, due to its radioactivity, ignitability, corrosiveness, explosivity, flammability, reactivity, toxicity, infectiousness, or other harmful or potentially harmful properties or effects, including, without limitation, all chemicals, substances, materials, or wastes that are now or hereafter may be listed, defined, or regulated in any manner by any federal, state, or local government agency or entity, or under any federal, .state, or local law, regulation, ordinance, rule, policy or procedure due to such properties or effects. 16.29 "Improvements" - As defined in Section [13.1.5] . 16.30 "Impositions" - All taxes, assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced and completed prior to the date hereof and whether or not to be completed within the Term hereof) , water, sewer or similar rents, rates and charges, excises, levies, license fees, permit fees, inspection fees and other authorization fees and charges, whether general or special, ordinary or extraordinary, foreseen or unforeseen of every character (including all interest and penalties thereon) , which at any time during or in respect of the Term hereof, may be assessed, levied, confirmed or imposed on or in respect of or be a lien upon the Lease Premises or any part thereof. 16. 31 "Junior Portion" - As defined in § 4.4. 16.32 "Landlord's Remediation Balance" - As defined in § 3. 10. 16.33 "Lease" - This Lease, as at the time amended, modified or supplemented. 16.34 "Lease Consideration Fee" - $650, 000 as adjusted pursuant to the Lease Development Agreement. 16.35 "Lease Premises" - As defined in Recital B. r04.Ise 3692-10914 _89— 09/16/91:3:51 :hmw 0 • 16.36 "Lease Term" - As defined in Section [2.2] . 16.37 "Lease Year" - As defined in Section [2.3] . 16.38 "Legal Requirements" - All laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all governments, departments, commissions, boards, courts, authorities, agencies, officials and officers, foreseen or unforeseen, ordinary or extraordinary, which now or . at any time hereafter may be applicable to the Lease Premises or any part thereof [or any of the adjoining sidewalks, curbs, streets or ways] , or any use or condition of the Lease Premises or any part thereof. 16.39 "Major Sublease" - As defined in Section [1.5] . 16.40 "Management Fee" - As defined in § [4.4.2] . 16.41 "Marketing Plan" - As defined in Section [5.2] . 16.42 "Minimum Base Rent" - As defined in Section [3. 1] . 16.43 "Mortgage" - A permitted leasehold mortgage (or sublessee of mortgagee as the context may require) . 16.44 "Mortgagee" - The holder of a Mortgage. 16.45 "Net Worth" - As of a particular date the net market value at which all assets of a Person and all subsidiaries of that Person would be shown on a consolidated balance sheet; minus the amount at which liabilities (other than capital stock and surplus) would be shown on such balance sheet, all as determined in accordance with generally accepted accounting principles consistently applied. 16.46 "Operating Expenses" are those usual and customary expenses (other than rent) incurred to operate a retail mall of this type in the Contra Costa County area not passed through to Subtenants or otherwise reimbursed to Tenant, including a management fee paid to independent third parties, or, if Tenant or an affiliate acts as manager, a Management Fee. (§ 4.4.2) . 16.47 "Permitted Senior Mortgage" means any Mortgage securing an amount equal to no more than the sum of: (i) Project Costs; (ii) Additional Project Costs; and (iii) Additional Secured Amounts. (§ 4 .4. 1) . r&b4.lse 3692-10914 —90— 09/16/91:3:51 :hmw 16.48 "Permitted Venture" is defined at Section [9.1.3] . 16.49 "Person" - An individual, a corporation, an association, a partnership, a joint venture, an organization or other business entity, or a governmental or political unit or agency. 16.50 "Project Costs" are defined in Exhibit [ ] hereto. 16.51 "Reference Rate" shall mean the then current annual yield paid on promissory notes issued by the United States Department of the Treasury having a maturity equal to five (5) years as such interest rate is reported in The Federal Reserve Statistical Release G13 (415) or its successor publication most recently released prior to the date the interest rate is established. [ (§§ 4. 3.7) . 16.52 "Rehabilitation" means the substantial capital repair, renovation or remodeling of the initial Improvements after the initial development thereof, or any portion thereof. (§ 4.3.7) . 16.53 "Replacement" means the replacement, reconstruction or rebuilding of the initial Improvements, and such alterations and additions thereto, which are in substantial accordance with the Approved Plans and Drawings, together with any temporary repairs and property protection pending completion of the work. (§ 4 .3.7) . 16.54 "Returned Escrow Balance" - As defined in § 3. 10. 16.55 "Scope of Development" - As defined in Section [4. 1] . 16.56 "Senior Portion" - As defined in § 4.4. 16.57 "Special Capital Expenditure" shall mean a capital expenditure by Tenant made after the opening of the Project for business to the general public, and for which Tenant is not reimbursed, paid or otherwise compensated by Subtenants, insurance proceeds, condemnation awards, contractors, tortfeasors or other sources. Further, Special Capital Expenditure shall include, without limitation, the unamortized cost of improvements purchased by Tenant amortized on a straight line basis over twenty-five (25) years, capital costs of reletting space to Subtenants, and Replacement and Rehabilitation expenses. "Special Capital Expenditure" shall exclude Tenant Improvements and any capital expenditure over the deductible amount for any casualty against which Tenant is required to provide insurance pursuant to the terms of this Lease, unless Tenant has under the r04.1se 3692-10914 —91— 09/16/91:3:51 :hmw 0 • terms of this Lease procured coverageand paid the premiums for such casualty from a carrier, and the carrier becomes insolvent or otherwise does not honor its contract for reasons not attributable to Tenant. (§ 4.3.7) . 16.58 "Subleases" - As defined in Section [2.5] . 16.59 "Subtenant" shall mean any tenant under a lease for any portion of the Lease Premises, between Tenant as lessor and such tenant as lessee. (§ 4.3.7) . 16. 60 "Taking" - A transfer during the term hereof of all or any part of the Lease Premises, or any leasehold or other interest therein or right accruing thereto, as the result or in lieu or in anticipation of, the exercise of the right of condemnation or eminent domain, or a change of grade, street closure or other compensable government activity affecting the Lease Premises or any part thereof, except to Landlord. 16. 61 "Tenant Improvements" shall mean all improvements to the premises described in a Subtenant lease (other than the shell building and related appurtenances, and on- and off-site work constructed by Tenant) which are constructed pursuant to a written agreement with the Subtenant. (§ 4.3.7) . 16. 62 "Unavoidable Delays" - Delays or defaults due to war; insurrection; strikes, lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; government restrictions or priority; unusually severe weather; inability to secure necessary labor, materials or tools; acts of the other party; acts or failure to act of the County of Contra Costa or any other public or governmental agency or entity (except that acts or failure to act of Landlord shall not excuse performance by Landlord) ; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform; provided that failure to lease or sell or to obtain a satisfactory mortgage commitment is not an Unavoidable Delay. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause if notice by the party claiming such extension is given to the other party within thirty (30) days after the commencement of the cause. If, however, notice by the party claiming such extension is sent to the other party more than thirty (30) days after the commencement of the cause, the period shall commence to run only thirty (30) days prior to the giving of such notice. Notwithstanding the foregoing if after Tenant has obtained a mortgage commitment and/or closed its construction loan for construction of the Initial Improvements on the Lease r&b4.lse 3692-10914 -92- 09/16/91:3:51 :hmw s • Premises, the lender thereunder fails or refuses to fund or to continue .to fund as the case may be under the terms of its commitment or loan due to no fault of Tenant and for reasons beyond the reasonable control of Tenant, or if the lender is in Default under the terms of its commitment or loan due to no fault of Tenant and for reason beyond the reasonable control of Tenant, or if the lender is in Default under the terms of its commitment or loan, Tenant shall have a reasonable period after any of such events within which to satisfy such conditions or obtain a new commitment or loan. Any obligations of Tenant under the terms of this Lease which was dependent upon the funding of such mortgage commitment or mortgage loan, may be delayed for such reasonable period as necessary for Tenant to obtain a new mortgage commitment or loan. 16. 63 "Unused Savings" shall mean the total of (i) "Landlord's Remediation Balance" (see § 3. 10) plus (ii) the "Returned Escrow Balance" (see § 3 . 10) (§ 3 . 11. 1) . ARTICLE 17. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS This Lease is executed in six (6) duplicate originals, each of which is deemed to be an original. This Lease includes ( ) pages of text and ( ) Exhibits which constitute the entire understanding and agreement of the parties. In the event that changes in this Lease, including the Exhibits hereto, are required in order to satisfy Tenant's or Landlord's financing requirements, or are otherwise necessary to permit the construction and development contemplated hereby, the parties hereby express their mutual intention to negotiate in good faith for the purpose of agreeing upon any such changes as may be required. However, unless and until the parties agree upon any such changes and amend this Lease in the manner herein provided, this Lease and the Exhibits hereto shall remain in full force and effect in accordance with their terms. All waivers of the provisions of this Lease must be in writing and signed by the appropriate authorities of Landlord or Tenant, and all amendments hereto must be in writing and signed by the appropriate authorities of Landlord and the Tenant. CONTRA COSTA COUNTY (Landlord) Date: By: Its. r&b4.lse 3692-10914 —93— 09/16/91:3:51 :hmw REYNOLDS & BROWN, INC. (Tenant) Date: By: Its: APPROVED AS TO FORM AND LEGALITY THIS DAY OF , 19 By: County General Counsel r3b4.lse 3692-10914 —94- 09/16/91:3:51 :hmw EXHIBIT [ ] PROHIBITED USES No use or operation shall be made, conducted or permitted on or with respect to all or any part of the Lease Premises, which use or operation is obnoxious to or out of harmony with the development or operation of a well run and well maintained shopping center complex. Prohibited uses or activities shall include but not be limited to: (a) Any public or private nuisance; (b) Any noise or sound that is objectionable due to intermittence, beat, frequency, shrillness or loudness; (c) Creation of any obnoxious odor; (d) Storage, production or use of any noxious, toxic, caustic, hazardous or corrosive fuel, gas, waste or material, unless Developer has obtained all applicable government licenses and permits for the use thereof; (e) Creation of any dust, dirt or fly ash in excessive quantities; (f) Maintenance of any unusual fire, explosive or other damaging or dangerous hazard, including the storage, display or sale of explosives or fireworks; (g) Any warehouse not expressly approved by Landlord (but any area for the storage of retail goods intended to be sold in the immediate future at any retail establishment in the Lease Premises shall not be deemed to be a warehouse) , assembly, manufacturing, distillation, refining, smelting, agricultural or mining operations; (h) Except during construction or reconstruction, any drilling for and/or removal of subsurface substances; (i) Any dumping of garbage or refuse, except in designated trash areas; (j) Any second-hand merchandising retail facility which is not part of a chain or franchise consisting of two or more retail outlets; -1- Dro-usel.Ext 3692-10914 061891 1056:mba:mba (k) Any bankruptcy or auction sales; (1) Any use of the Lease Premises for sleeping or washing clothes; (m) Any cocktail lounge or bar not operated in conjunction with a restaurant; (n) Any store specializing in drug paraphernalia; (o) Any stores selling or displaying pornographic pictures or other so-called "adults only" material; or a lounge or theater featuring nudity or "adults only" entertainment; (p) Any motor vehicle service station or repair shop (but motor vehicle after-market retail stores are expressly permitted) . -2- Pro-usel.Ext 3692-10914 061891 1056:mba:mba EXHIBIT [ ] DEFINITION OF PROJECT COSTS Project Costs means: A. Five hundred thousand dollars ($500,000) ; plus B. Amounts paid by Tenant from and after April 1, 1991, and prior to the earlier of (a) the issuance of Certificates of Occupancy (temporary or final) for an aggregate of 95% of the leaseable area constructed by Tenant pursuant to the Approved Plans and Drawings or (b) the third anniversary of the date of conveyance of the Ground Lease to Tenant (the "End of Development Date") for: 1. Costs, expenses or fees paid to all consultants such as attorneys, architects, design professionals, engineers, soils analysts, environmental consultants, surveyors, cost estimators, economists, marketing and leasing professionals, and all other consultants in connection with the: (a) Negotiation and execution of this Agreement, and all documents related to the Project or in furtherance thereof, including, without limitation, contracts with engineers, architects, contractors, consultants, analysts, inspectors and other similar professionals, hereinafter collectively referred to as the "Project Documents") ; (b) Investigation of the Project and the Project property including all studies, surveys, statistical and marketing analyses and programs, and projections, soils, toxicsand building reports and inspections; (c) Investigation and development of conceptual plans, schematics, working drawings, and preliminary plans and specifications for the Project; 2 . $650, 000, the amount of the Lease Consideration pursuant to Section of the Lease, and any fees paid pursuant to the ERN; -1- projcst4 .ccc 3692-10914 062691 1352 :hmw i 3 . Costs, expenses or fees related to the development, design and construction of the improvements, as the case may be, including without limitation: (a) All direct costs paid on account of subcontracts, labor, workmanship and materials incorporated into the construction of on-site and off-site improvements such as contractor fees, grading, excavation, soil removal, fill and site preparation, buildings, plumbing, on- site and off-site utility installation, foundations, landscaping, fencing, sidewalks, street improvements and other required governmental improvements; and (b) All direct fees, charges and costs paid for development, design and construction including: (i) Construction, short term, interim and permanent lenders' commitment fees, origination fees, processing fees, construction fund disbursement fees, borrower's and lender's legal fees, survey and appraisal fees, and so called "points" (including all fees, points and interest paid) related to the new improvements and any and all reasonable costs associated therewith; (ii) Architectural fees, costs of preparing plans and specifications, surveyors' fees and soils and other engineering fees; (iii) Attorneys' , economists' and other consultants' fees not otherwise described above relating to the negotiation, execution and documentation of the development, construction and design of the Project; (iv) Hazard, liability and other insurance premiums (including Builders All-Risk and payment and performance bond premiums) ; (v) Construction, progress and inspection fees, appraisal fees, construction cost analysts' fees, building permit fees, plan check fees, connection fees, subdivision fees, school fees, traffic -2- projcst4 .ccc 3692-10914 062691 1352 :hmw fees, zoning fees and related application fees, area fees, clean up costs, and compliance fees and costs, and all other fees and costs required by the requisite governmental agencies to cause construction of, or allow occupancy of, the Retail Center improvements; (vi) On-site superintendent and construction management salaries paid by contractors or subcontractors to their employees or independent contractors consistent with industry standards; (vii) Real estate taxes and assessments on the from the Close of Escrow; and (viii) Construction related casualty losses and expenses not compensated by insurance; (c) All related direct development and construction costs including compliance with and payments by Tenant required by the Scope of Development not otherwise described above including, but not limited to, Tenant's costs for demolition, grading, utility relocation and other necessary or appropriate items; and 4 . The cost of tenant improvements and initially installed fixtures, furnishings and equipment; 5. All direct expenses or fees related to the implementation of and compliance with this Agreement, and the execution and implementation of and compliance with the Project Documents, including, without limitation, all escrow costs, e.g. , escrow and recording fees, title insurance premiums and transfer taxes; 6. Interest on the foregoing Project Costs at the rate of interest that is or will be charged by Tenant's construction lender. 7. Except for the $650, 000 in paragraph 2, an amount equal to 4% of the total of the other items (subparagraphs 1, 3, 4, 5 and 6) in this paragraph B, which amount represents a developer's fee, and no other fees or charges for general overhead of Tenant or for technical services, pre-opening charges, supervision or administration performed by -3- projcst4 .ccc 3692-10914 062691 1352 :hmw employees of or independent on-site construction superintendents or managers hired by, Tenant shall be included. 8. At the End of Development Date an estimate of those costs itemized in pargraphs 1 through 7 above for to-be-constructed improvements, but not greater than the per square foot cost included in Tenant's pro formas, which projected amount shall be adjusted to reflect actual costs incurred when incurred. 9. Operating income and expenses shall not be considered in the calculation of Project Costs, and shall not be deducted from nor included in Project Costs. C. To the extent and only to the extent that the following items have been included in Project Costs, and whenever payment for such items has been received by Tenant, Project Costs shall be reduced by contributions, reimbursements or payments to Tenant payable by, or charges to, Landlord or Subtenants on account of (a) the cost of any of the items listed above or (b) Tenant Improvements installed at the expense of Tenant which are separately stated in such Subtenant's lease or agreement. -4- projcst4 .ccc 3692-10914 062691 1352 :hmw Appendix 1 Alternate Article 3: To be inserted in place of existing Article 3 if a Remedial Action Plan is prepared and approved after leasehold conveyance. (Word Processing use only - 1 ARTICLE 3 CONDITION OF THE LEASE PREMISES; REMEDIATION. 3.1 Condition of the Lease Premises Except as otherwise expressly stated herein, the Lease Premises are conveyed in an "as is" physical condition with no warranty or liability, express or implied on the part of Landlord as to the condition of the buildings, the condition of the soil or the geology of the soil. Tenant has examined the Lease Premises, and acknowledges that it hereby accepts possession of the Lease Premises in its "as is" condition. Landlord performed, at its cost, a "Phase 2" audit of the Lease Premises (the "Phase 2 Audit") , and has delivered the resulting report to Tenant. Except as provided in this Article, it shall be the sole responsibility of Tenant, at its sole cost and expense, to investigate and determine the suitability of the soil, geologic, environmental and seismic conditions of the Lease Premises for the intended development contemplated herein. 3.2 Tenant Independent Investigation Tenant acknowledges that it has, prior to execution of this Lease, reviewed the Phase 2 Audit for the Lease Premises and has or will investigate the condition of the Lease Premises to its satisfaction, including the presence of any contaminants, or Hazardous Materials in air, soil, groundwater or surface water in, on or under the Lease Premises and pollutants of any kind located on or within the Lease Premises, the presence of any underground obstacles to development, and the suitability of the Lease Premises for construction and development of the Improvements on the Lease Premises. Other than eempl-et-rem--e€ payment for the Remedial Action Plan referred to below and except as provided in Section 3.3 below, Landlord makes no representation or warranty, express or implied, as to the physical condition of the Lease Premises, including, but not limited to the condition of the air, soil, surface water or groundwater, the geology, the presence of known and unknown faults, the presence of any Hazardous Materials or other kinds of contamination or pollutants of any kind in the air, soil, groundwater or surface water, or the suitability of the Lease Premises for the construction and use of the improvements thereon. 1 3.3 No Concealment Notwithstanding anything in this Lease to the contrary, Landlord represents and warrants to Tenant that Landlord has disclosed to Tenant all facts concerning any knowledge of the presence of Hazardous Materials to the best knowledge of the current officers and managers of Landlord with responsibility over such matters and the Lease Premises; provided, however, that Landlord makes no representation regarding what would be revealed by a review and search of its records, interviews of its employees or past employees or the undertaking of due diligence to discover any information or knowledge not now known to its present officers and managers. 3.4 q1he Remedial Action Plan Based en the Phase 2 Audit, Landlerd has prepared, erwill fie; If, during the course of Tenant's work of grading. excavation, trenching, shoring and installation of foundations required by the Approved Plans and Drawings (the "Site Preparation") , the presence of Hazardous Materials is discovered on the Lease Premises Tenant shall cease the work of construction and site preparation in the area affected and notify Landlord in writing as to the facts and circumstances constituting such discovery. Landlord shall thereafter promptly prepare, or cause to be prepared, a remediation plan (the "Remedial Action Plan")i which has been-(a= will be) shall be reviewed and approved by Tenant and El by the Contra Costa County Health Services Department ("CCCHSD")� to remediate the Lease Premises to a level currently acceptable to the State Department of Health Services ("DHS") (and/or such other county, state or federal governmental entities which have and assert jurisdiction over the Lease Premises) for the completion of the construction and development of the Improvements required by this Lease in accordance with the Approved Plans and Drawings as they existed at the commencement of the term of this Lease and the use of the Lease Premises as a retail sales facility contemplated by the Scope of Development (the "Remediation Standards") . In coordination with the Schedule of Performance (as it may have to be extended to medal_ accommodate the preparation and implementation of the Remedial Action Plan) and the site preparat! Site Preparation to be performed by Tenant following the conveyance of the Leasehold, as a material consideration to Tenant. Landlord will implement the Remedial Action Plan to attain, achieve or otherwise meet the Remediation Standards. The cost of all such remediation work shall be borne as provided in Section [3. 10] . 3 .5 Further Remediation. Except as expressly provided in this Lease, Landlord shall have no responsibility or obligation now or in the future to prepare or implement any other remediation plan or to attain 2 remediation of the Lease Premises to a level or standard required • for residential or office use, or any other use more stringent than . that required for a Permitted Use (as defined in Section [ ] . Should the Lease Premises be used for. a purpose other than a Permitted Use or should there be further construction, development or improvement activities on the Lease Premises, the Lease Premises may require further remediation and, except as expressly provided for in this Lease, Landlord shall not be responsible for such remediation. Landlord makes no warranties, representations, covenants or agreements concerning remediation for the purposes of such uses or any changes in Environmental Laws affecting such uses. 3.6 Completion of the Remedial Action Plan Upon completion of the work in accordance with the Remedial Action Plan, Landlord will obtain the necessary acknowledgment(s) or certificate(s) from the DHS and/or CCCHSD (and/or such other county, state or federal governmental entities which have and assert jurisdiction over the Lease Premises) that the remediation is complete. Tenant agrees to cooperate in obtaining such acknowledgement or certification. At that time, and except as expressly set forth in Section [3. 11] hereof, Landlord's obligations with respect to the Remedial Action Plan shall cease. 3.7 Development of the Lease Premises Subject to all the provisions of this Lease and after the expenditure by Landlord of $750, 000 for the remediation of the Lease Premises by Landlord to the satisfaction of DHS and/or CCCHSD (and/or such other county, state or federal governmental entities which have and assert jurisdiction over the Lease Premises) in accordance with the Remediation Standards and the Remedial Action Plan, it shall be the sole responsibility of Tenant, at Tenant's expense, to coordinate all work necessary to develop the Lease Premises in accordance with the Scope of Development. Except as .provided below at Section [3.11] , and subject to Tenant's termination right described in Section [3.9] , if after the completion of the Remedial Action Plan, the environmental conditions of the Lease Premises or any portion thereof are not in all respects entirely suitable for the use or uses to which the Lease Premises will be put, then it is the sole responsibility and obligation of Tenant to take such action as may be necessary to place the Lease Premises in all respects in a condition entirely suitable for the development thereof. 3 .8 Underground Obstructions Portions of the Lease Premises may have underground tanks, equipment, utility lines, underground pipes, or other obstructions which may impede or prevent the construction of improvements. Landlord shall have no liability or responsibility for the removal, relocation or protection of any such items except as provided in 3 Section [3.11] if required as part of the Remedial Action Plan. Landlord shall inform Tenant of all information known to current Landlord employees regarding such obstructions; provided this shall not relieve Tenant of its obligation to investigate the Lease Premises and Tenant shall assume all obligations with respect to the identification of such subsurface impediments and their impact on development of the Lease Premises. 3.9 Cost of the Remedial Action Plan The responsibility to pay for the Remedial Action Plan will be shared as provided in this Section [3.9] . Tenant hereby grants a license to Landlord, its agents and employees, to enter the Lease Premises during the time required for, and for all purposes reasonably related to, performance of the Remedial Action Plan. 3.9.1 The work of Landlord in implementing the Remedial Action Plan may be integrated or involved with the she preparatien Site Preparation by Tenant, such as grading, excavation, trenching, shoring and installation of foundations. In performing the Remedial Action Plan, Landlord shall pay for only those costs and expenses, not to exceed $750,000 in the aggregate, ("Landlord's Remedial Costs") that are in excess of and incremental to the costs and expenses that will otherwise be incurred by Tenant in the ordinary course of site preparation Site Preparation, and Landlord shall not pay for work that would otherwise have been performed at the cost and expense of Tenant had no remediation work been necessary. Landlord's Remedial Costs generally are the special procedures and processes related to the investigation, removal, transportation, encapsulation or treatment of the contaminated soil, ground water and materials, including without limitation. preparation and approval of the Remedial Action Plan, additional testing, engineering and other consultant's costs, operational costs of the remediation equipment, pumping and treatment of ground water, permit and other governmental fees, and reasonable, necessary and actual attorney's fees incurred in connection with the foregoing costs. If Tenant performs the Remedial Action Plan, Landlord shall compensate Tenant for its reasonable and actual costs, and in conformance with the public bidding requirements of the California Public Contracts Code. Landlord and Tenant shall cooperate in negotiating and contracting with the grading, excavation and other contractors performing the Site Preparation work on the Project, and agree to coordinate their respective work and financial responsibilities. Neither Tenant nor any of its agents or representatives shall be required to sign any manifest transporting or exporting materials from the Lease Premises pursuant to the Remedial Action Plan, and any such transportation or export of such materials shall be on behalf of Landlord. Tenant shall have the right to approve all contracts entered into by Landlord in connection with the Remedial Action Plan. 4 1 3.9.2 Landlord and Tenant shall have obtained obtain bids for the work contemplated by this paragraph prior to the del!very of--this Ground- LeaBe commencement of any work of remediation under the Remedial Action Plan. If at any time prior to the completion of the Remedial Action Plan, .Landlord or Tenant determines that Landlord's Remedial Costs will probably exceed $750,000, the discovering party shall so notify the other in writing. Said notice shall state the nature and location of the Hazardous Materials discovered and shall include all findings and reports of Landlord's or Tenant's (as the case may be) environmental consultants and a detailed, good faith estimate of the cost required to remediate the Hazardous Materials prepared by Landlord's or Tenant's consultants. 3.9.3 The parties shall meet and confer within ten (10) calendar days after receipt of such notice to discuss -wand-lees—findings. - Within twenty (20) calendar days thereafter, Tenant may elect either (i) to terminate this Lease subject to Section [3.9.5] below, or (ii) to assume responsibility to pay for all costs of the Remedial Action Plan in excess of $750, 000, and shall so notify Landlord in writing. 3.9.4 If Tenant elects to terminate this Lease pursuant to § [3.9.3] , then within thirty (30) days after the date of Tenant's written notice to terminate: 3.9.4. 1 Tenant shall, at its cost, restore title to the Lease Premises free and clear of the interest of Tenant and those claiming by or through Tenant and to its condition immediately prior to conveyance of the Leasehold to the extent Tenant has been directly or indirectly responsible for any changes thereto; and Tenant and all persons in possession of the Lease Premises or having or claiming an interest in the Lease Premises by or through Tenant shall execute and deliver to Landlord recordable quitclaim deeds for the Lease Premises. 3.9.4.2 Upon restoration of title to Landlord, the Ground Lease shall be terminated and Landlord (a) shall refund to Tenant all negotiating fees in excess of $75, 000 paid by Tenant pursuant to the ERN and (b) shall direet the Eserew Agent to deliver deliver to Tenant the Lease Consideration less all Landlord's Remedial Costs, if any, expended or incurred by Landlord (including cancellation charges, costs or damages) in implementing the Remedial Action Plan, and escrow fees, if any, to Landlord. 3.9.4.3 Tenant shall, at its cost, regrade the Lease Premises to a condition substantially similar to its condition immediately prior to ' ,,..,.,.he a conveyance 5 of this leasehold. 3.9.5 Within thirty (30) days after the date of Landlord's receipt of Tenant's written notice to terminate as provided in Section [3.9.3] above, Landlord may, but is not obligated to, elect to complete the Remedial Action Plan at Landlord's expense over $750,000, and give Tenant written notice of such election. If Landlord. elects to complete the Remedial Action Plan, then Tenant's election to terminate shall be deemed rescinded, and the Schedule of Performance shall be amended to recognize the additional time required for such completion. If Landlord does not give Tenant written notice of its election to complete the Remedial Action Plan within thirty (30) days from the date of Landlord's receipt of Tenant's notice to terminate, then this Lease shall be terminated, effective as of the date of Landlord's receipt of Tenant's notice to terminate. Eserew Aeeeentt- Applieatien e€-ter^ LeaseGensider-atien �.. The Lease--fensideratien Feeshall depositedinto an eserew aeeeunt with-an--es Brew agent- (the-Es e r ew Agent") c atie€aetery te Lanlevd and-Tenant-eeneurrentl with-eenveyanee-ef the leaseheld int- eSb in—the---Lease ---Premises to Tenant.--Gen___'_ ___rew nstr�et-ie s ire--attaehed herete Exhibit E-3 . Eserew Agent shall be int-reaed te-held-suc in an interesz bearing aeeeunt subj eet-te this agreement fer the Eserew-Agent-shall be shared -equally between Landed-and m_.._..� Landl-e rd n Tenant shall emeeute add-itreial esL�ler instruet-teas-ans are reasenable and neeessary te implement these 3 .9.6 Landlord shall instruet the Eserew Agent from time to time as work progresses (but not more than once each month) --to advanee funds in-ameuntsnet Le emeeed in the aggregate the Lease Geesid-eratien Fee to pay amounts owing to the contractor (or contractors) and other parties (the "Contractor") which are owing under contract(s) pursuant to the Remedial Action Plan (the "Contract") . Gentr eters in amounts not to exceed $750, 000 in the aggregate. Contractors performing the work for the Remedial Action Plan shall submit to Landlord payment requests on forms prepared by Tenant and approved by Landlord, which requests shall (i) be signed by an officer of Contractor; (ii) certify that the requested amount is due pursuant to a Contract .under the Remedial Action Plan and that the work has been satisfactorily performed in conformity with the Contract; (iii) refer specifically to the relevant section(s) of the Contract; (iv) be delivered together with certified copies of appropriate mechanic's and materialmen's releases (conditional with respect to current invoices and unconditional with respect to prior invoices) and (v) be subject to the approval by Landlord and Tenant within a reasonable time for inspection and confirmation. Land-lard shall deliver a eepy of the-Gentraet te-Eserew Agent and 6 3.9.7 If for any reason the funds required to complete the Remedial Action Plan exceed the Lease Gensidera-men wee, Landlerd shall pay the n 1-0" 750 000, then Tenant shall provide all funds in excess of $750, 000. in the event andber fa-i3-sq te pay any of th- $100, 009 and Tenant paj- a pertien (plusinte-est thereen at a-rate-equal toTenantlemIntowpRi rate payable-to the-holder-of the seasier-debt seemed by the Lc__c Ere the date of eaeh- payment) against the rental avaeunts allowed as Suberdinated Base Rent. Any pertien of- thiB $190, 090 whieh Landlerd--mss net-ebligated-te-pay-to-eemplete-the Remedial Aetie� Plan may be-referred-to as the "LandleL-d'B Remed-iatien anee " Landlord's obligations to complete the Remedial Action Plan shall terminate upon the earlier of (i) completion of the work required under the Remedial Action Plan, (ii) the disbursement by the Eser - -i Agent payment by Landlord in the manner described above from Landlord's funds on account of the Remedial Action Plan in the aggregate amount of the Lease—Fenside-ire-Fee--plus , $750, 000, or (iii) the termination of this Lease. 3€--apen eemp 1-etien efthe-werle-and full-payment t =ere€er-e Y the terminati ef this Lease and payment ef any ameunts then ewing te Gentraeters-, any ameunts. depesited by Landlerd are still held by the Eserew Agei,Landlerd and Tenant shall jeintly instruet the Eserew--Agent i Agent- shall farthwith de se. nuc re ►a-irrir3g-affiQunts whenreee-ived--by Landlerd, may be referred te-as the "Ret ._ne Eserew e_, .. " The work required under the Remedial Action Plan shall be deemed completed when (y) the DHS (and/or such other county, state or federal governmental entities which have and assert jurisdiction over the Lease Premises) certifies or otherwise acknowledges that the Remedial Action Plan has been satisfied or (z) Tenant agrees in writing that the work has been completed. 3. 10 Tenant's Right of Offset for Additional Remediation Costs of the Remedial Action Plan. 3.10.1 Tenant shall, in such annual portions as determined below (the "Annual Allowable Offset") , have the right each Lease Year to offset 100% of Additional Remediation Costs for Changes in Law under subsection [3.11.2.3] below and 50% of all other Additional Remediation Costs against the Total Rent otherwise due and payable to Landlord for that Lease Year; provided, the aggregate Annual Allowable Offsets for all Lease Years shall not exceed the Unused Savings. 3. 10. 1. 1 "Additional Remediation Costs" shall mean (i) the costs paid by Tenant which would otherwise qualify as "Landlord's Remedial Costs" as defined in Section [3.9. 1] and, (ii) in the event Tenant performs such work or supplies such materials, the actual and reasonable costs paid by Tenant in performing the work of remediation, including interest, financing or carrying costs, overhead, and Tenant's other 7 indirect costs. 3. 10.1.2 "Unused Savings" shall mean the total of (i) Landlord's Remediation Balance plus (ii) the Returned Escrow Balance. 3.10.1.3 "Annual Allowable Offset" shall be determined. as follows: A. For Additional Remediation Costs solely attributable to a Change in Law, the Annual Allowable Offset shall be the lesser of (x) the Junior Portion of the Rent (as defined in Section [_]) , or (y) the amount of annual payments required to fully amortize the Additional Remediation Costs together with interest at a rate 2 percentage points in excess of the then current annual yield paid on promissory notes issued by the United States Department of the Treasury having a maturity equal to 30 years as such interest rate is reported in The Federal Reserve Statistical Release G13 (415) or its successor publication most recently released prior to the date the interest rate is established at the time of payment(s) by Tenant for the work of remediation over a period of time which is the shorter of (i) 20 years. or (ii) the term of this Lease remaining at the time of such payment(s) . B. For all other Additional Remediation Costs which are a requirement of Environmental Laws then in effect in order to effectuate a change in use to another Permitted Use, the construction of additional Improvements containing leasable space not part of the Approved Plans and Drawings or the rehabilitation, reconstruction or restoration of Improvements already in place, the Annual Allowable Offset shall be the lesser of (y) that amount of the annual Minimum Base Rent and Annual Percentage Rent subject to subordination as Subordinated Rent, or (z) the Incremental Rent payable for that Lease Year. 3. 11 Aeeelerated T ia= �6andlerd-and-Tenant agree-fie-reselve diseutes regarding ire release e€—ese r ew—€;-;4tds under the ere=des i-e n s—in S eeti e n F3 . 11. 31 Environmental Release and Indemnity 3 . 11. 1 Tenant hereby agrees to hold harmless, defend, indemnify and protect Landlord and its employees, members and officials from and against all liability, loss, damage, costs, penalties, fines and/or expenses (including attorney's fees and court costs) arising out of or in any way connected with the (1) 8 Tenant's breach or violation of any covenant, prohibition or warranty in this Ground Lease concerning environmental matters including, but not1 m t d to, those set forth in this Article 3, or (2) . the activities, acts or omissions of Tenant, its agents, employees, servants, contractors, subtenants, licensees, concessionaires or business invitees in or about the Lease Premises which affects the Lease Premises after conveyance of this Lease regarding the release, discharge, transportation or storage of any Hazardous Materials or other kinds of contamination or pollutants of any kind into the air, soil, groundwater or surface water on, in, under or from the Lease Premises whether such condition, liability, loss, damage, cost penalty, fine and/or expense shall accrue or be discovered before or after termination of this Lease. 3.11.2 In addition, Landlord hereby agrees to hold harmless, defend, indemnify and protect Tenant and its employees, agents, directors, officers, consultants,. servants, successors and assigns from and against all liability, loss, damage, costs, penalties, fines and/or expenses (including attorney's fees and court costs) arising out of or in any way connected with the (1) Landlord's breach or violation of any covenant, prohibition or warranty in this Lease concerning environmental matters including, but not limited to, those set forth in this Article 3, or (2) the activities, acts or omissions of Landlord, its members, officers, agents, employees or contractors, in or about the Lease Premises which affects the Lease Premises after conveyance of this Lease regarding the release, discharge, transportation or storage of any Hazardous Materials or other kinds of contamination or pollutants of any kind into the air, soil, groundwater or surface water on, in, under or from the Lease Premises whether such condition, liability, loss, damage, cost penalty, fine and/or expense shall accrue or be discovered before or after termination of this Lease. Notwithstanding anything to the contrary contained in this Lease, in the event that Tenant terminates this Lease pursuant to Section [3 .9. 3] , Landlord shall hold harmless, defend, indemnify and protect Tenant and its employees, agents, directors, officers, consultants, servants, successors and assigns from and against all liability, loss, damage, costs, penalties, fines and/or expenses (including attorney's fees and court costs) arising out of or in any way connected with environmental matters, including but not limited to those set forth in this Article [3] , except for any liability arising out of Tenant's negligence or willful misconduct; it being expressly understood and agreed that in the event of such termination of this Lease, Tenant shall have no liability whatsoever for any environmental matters other than liabilities caused by Tenant's negligence or willful misconduct. 3. 11.3 Tenant and Landlord each agrees to immediately notify the other party in writing of: (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Environmental Law; (ii) any 9 0 claim made or threatened by any person against Tenant, Landlord, the Lease Premises or any Improvements relating to damage, contribution cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made ,to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Lease Premises, including any complaints, notices, warnings or asserted violations in connection therewith. Tenant shall promptly deliver to Landlord, and Landlord shall promptly deliver to Tenant, copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Lease Premises. 3.11.4 Each party shall clean up, remove, remediate and restore any air, soil, surface water, or groundwater contamination or damage caused by the presence or release of any Hazardous Materials in, on, under, or about the Lease Premises attributable to the acts or failure to act of such party or its agents in conformance with the requirements of applicable federal, state and local laws after completion of the Remedial Action Plan by Landlord. Nothing contained herein shall broaden the obligations of Tenant or Landlord beyond the requirements of applicable federal, state and local laws. Tenant shall immediately give Landlord, and Landlord shall immediately give Tenant, written notice of any known significant release of any Hazardous Materials, and/or upon receiving any notices, demands, claims or orders from any governmental agency pertaining to Hazardous Materials which may affect the Lease Premises. 3 . 11.5 The respective agreements and obligations of Landlord and Tenant under this Section [3-. 13 ] shall survive the expiration or termination, for any reason, of this Lease; provided, however, that Tenant shall have no liability to Landlord whatsoever for environmental matters (other than for matters caused by Tenant's negligence or willful misconduct) in the event of Tenant's termination of this Lease pursuant to Section [3.9] . 3 . 12 Notice of Discovery of Hazardous Waste Without in any way altering the allocation of risks between the parties as set forth in this Lease, pursuant to the California Public Contract Code § 7104 (first of two) , Tenant (if it is the contracting entity) shall promptly, and before the following conditions are disturbed, notify Landlord, in writing, of any: A. Material that Tenant believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law. 10 B. Subsurface or latent physical conditions at the site differing from those indicated. C. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract for performance of the Remedial Action Plan. 11 BUCHANAN FIELD AIRPORT Airport Center DESCRIPTION OF PROPERTY A portion of. the Rancho Monte Del Diablo lying within Contra Costa. County, California. described as. follows: Commencing- on the westerly right. of way line: of Walnut Creek Channel. described. as PARCEL ONE (F.C. Parcel. 4r391) in deed to Contra Costa County Flood Control. and. Water Conservation District recorded. August 6, '1968 in Book 5682 at. page 356 of Official Records of. said. County, at. the northerly right of way line. of Concord- Avenue described as Parcel 1-Second in the. Board of. Supervisors of. Contra Costa Countv Resolution No:. 67/206 recorded. March 27, 1967 in Book 5333 at -page 553 of. Official:. Records of said County; thence from said point- of. ointof. com*aencement along said westerly- right of way line (5682 OR 356) north 120 1.0 ' 49" east 12. 00 feet to a coint on a line which is Parallel with and 12. 00 feet northerly of said northerly right of way line of Concord Avenue ( 3-333 OR 553) , said _-oint being the Point of Beginning; thence from said Point of Beginning along said parallel line, north 75"' 55 ' 11" west 168 .91 feet; thence westerly along the arc of a tangent curve, concave to the south having a radius of. 1062- 00 feet through a central angle of 370 28 ' 01" , a distance of 694. 40' feet; thence tangent to said curve south 6611 36 ' 48" west 133 . 17 feet; thence northwesterly along tine arc of a tangent curve concave to the northeast having a radius of 60. 00 feet through a central angle of 851 46 ' 12" , a distance of 89 . 82 feet to a point on a line which is parallel with and 35. 00 feet northeasterly of the course with a bearing and distance of "South 27° 37 ' 00" east, 236 . 26 feet" as described in PARCEL ONE of EXH13IT_ "A" of Board of Supervisors of the County of Contra Costa Resolu- tion No. 324 filed September 21, 1961 in Book 3957 at page 591 of Official Records of said County; thence along said parallel line north 270 37 ' 00" west 1.59 . 25 feet; thence northerly along the arc of a tangent curve, concave to the east having a radius of 134. 36 feet through a central ancle of 320 05 ' 42" , a distance of 122.16 meet to a pci.nt on a line which is carallel with and 50. 00 feet southeasterly of the southwesterly prolongation of the course with a bearing and distance of " south 240 28 ' 42" west, 1607. 75 feet" as described in said EXHIBIT "A" (3957 OR 591) ; thence along said paral'_el Line, north 240 28 ' 42" east 294 . 13 _'eet; tYlence north 6° 02 ' 32" east 63. 24 feet to a point an a line which is oarallel with and 30. 00 feet southeasterly of said course with a bearing and distance of. "south 241 28 ' 42" west, 1607 . 75 feet" (3975 OR 591) , said point shall herein i Att�.ch�+Pn� vv.z after be referred to as Point "A" ; thence from said Point "A" along said parallel line, north 240 28 ' 42" east 264. 30 feet to the most westerly corner of the easement to Contra Costa County. Water. District recorded August 30, 1974 in Book 7312 at page 1 of: Official Records of said County; thence along the southwesterly lineof said easement, south 65° 31 ' 18" east 489 .50 feet; thence leaving said south westerly line, south 240 28 ' 42." west 78 . 81 feet. to the. northwester.l.y prolongation- of. the southwesterly line of_ PARCEI;. THREE., Storage-Hangar Lease Site as shown on drawing BE' XI 040-A. which was recorded October 28 ; 1977 in Book 8569 at. page 790 of Official Records of. said County; thence along said prolongation and southwesterly line, south 650 31..' 18" east. 580 . 70 feet- to the. previously mentioned westerly- right of way line of Walnut Creek Channel (5682 OR 356) ; thence along said westerly line, south 120 10 ' 49" west 281. 51 feet to the- Point. of. Beginning.. Containing an area of 13. 308 acres of land more or less.. RESERVING THEREFROM., an easement and right at any time, or from time to time, to construct, maintain, operate, replace , remove and renew roadway, sidewalk, curb, gutter, sanitary sewers and storm drains , and appurtenant structures to con— struct, maintain, operate, replace, remove, renew, and enlarge lines of pipe, conduits , cables , wires , poles, and other convenient structures, equipment, and fixtures for the operation of gas pipelines , telegraphic, and telephone lines for the transportation or distribution of. electric energy, oetroleum and its products , water , and for incidental pur- poses, including access to protect the property from all hazards in, upon, over , across , and through the area described as follows: Reserving therefrom the following described parcel of land: Beginning at the previously described Point of Beginning, thence westerly northwesterly and northerly along the bound- ary of the above described parcel to the above described Point "A" ; thence from said. Point "A" leaving the westerly boundary south 74° 44 ' 13" east 8 . 10 feet to a point on a line which is parallel with and 8 . 00 feet easterly of the said westerly boundary; thence along said parallel line south 60 02 ' 552" west 63 . 25 feet; thence south 24" 28' 42" west 295. 42 feet; thence southerly along the arc of a tangent curve , concave to the east having a radius of 126 . 36 Zeet through a central angle of 520 05 ' 42" , a distance of 114. 89 feet; thence tangent to said curve, south 27° 37 ' 00" east 159 . 40 feet; thence southeasterly along the arc of a tangent curve , concave to the northeast having a radius of 54. 00 feet through. a central angle of 8513 46 ' 12" , a dis tance of 80 . 84- feet to a point on a line which is parallel with and 6. 00 feet. northerly of. a southerly boundary of the above describedparcel; thence. along said. parallel. line, north 660 36 ' 48" east 131.16 feet; thence easterly along the arcof a. tangent curve, concave to the south. having a. radius of. 1068 . 00 feet through a central. angle of 37° 28 ' 0111 , a distance of 698 . 39 Leet; thence tangent to said. curve, south. 75° 55 ' 11" east L68 . 71. feetto the westerly right. of way ,line. of said Walnut Creek Channel- (5682. hannel(5682. OR 356) ; thence: along said westerly right of way Line, south 120 10 ' 49" west 6. 00 feet to the. Point of. Beginning. Containing an area. of: 0. 268 acresofland more. or- i.ess.. Bearings and distances used. in the. above description (s) are based- on the. Cal if-or ni a. Coordinate System Zone III . To obtain, ground distance: multiply distances used by 1. 0000614. 3. ATTACHMENT NO. 3 Recording Requested By: I I After Recording Return to: FORM OF NONDISTURBANCE AND MgZMNT AGR I i THIS NONDISTURBANCE AND ATTORNMENT AGREEMENT, made and entered into as of the day of I , 1991, by and between THE COUNTY OF CONTRA COSTA, a political subdivision of the State of California, acting' by order of and through its Board of Supervisors (hereinafter (sometimes called the "Master Landlord") , PACE MEMBERSHIP WAREHO�. SE, INC. , a Colorado corporation (hereinafter sometimes called "Tenant") , and REYNOLDS & BROWN, INC., a California corporation (hereinafter sometimes called "Landlord") . N I T N E S S E T H t I To induce the execution by Tenant of that certain Shopping center Ground Sublease (hereinafter called the "Sublease") dated 1991, between Landlord and Tenant, covering largely unimproved land consisting of approximately nine and one- half (9-1/2) acres in a retail and service complex under development commonly known as Airport Center, 'located in the County of Contra Costa, State of California, as depicted on Exhibit A-1 and more particularly described on Exhibit A-2, both of which exhibits are attached hereto and by this reference made a part hereof. 1. Master Landlord represents and agrees as follows: (a) That it is the landlord named under the Master Lease dated _, 1991, between Master Landlord and Landlord referred to in Recital B of the Sublease, that said Master Lease is in full force and effect, and �that there are no defaults thereunder. (b) That it is vested with title in fee simple to the real property described above, free and clear :of all liens and encumbrances except the Master Lsase,, s �- (c) That it consents to the Sublease and approves all of the terms thereof, and agrees that in the event of the cancellation, termination, expiration, and/or 'surrender of the Master Lease, so long as Tenant's tenancy has !not been terminated as a result of a default under the Sublease, the Sublease shall be binding upon Master Landlord and shall continue in full force and effect for the full unexpired term thereof, as from time to time extended under the provisions of the Sublease. Upon the cancellation, termination, expiration, and/or 'surrender of the Master Lease, the Master Landlord shall immediately become and be vested with all the rights and benefits of the landlord under the Sublease and, in that event, Master Landlord hereby agrees to abide by all of the terms, covenants and prow;sions of the Sublease on the part of the landlord therein to be kept and performed. (d) That it will furnish simultaneously to Tenant a copy of any notice of default, termination or expiration (other than a default, termination or expiration notaffecting the premises covered by the Sublease) sent to Landlord pursuant to said Master Lease and, further, that it will grant to Tenant a reaso&e opportunity to ours such d efau&efore cancelling said Master Lease, and if said default is cure4 within a reasonable time after receipt of a copy of said notice, it will not cancel said Master Lease on account of suc2 default. (A) That it agrees to, and hereby does waive and relinquish any and all rights or remedies against Tenant, pursuant to any lien, statutory or otherwise, o which it may be entitled, against the future improvements, per oral property, goods, or chattels of Tenant in or on Tenant's demised Promise �� " (f) So long as Tenant's tenancy haa `not been terminated as the result of a default under the Sublease, Tenant's right of possession of the demised prgmises and rights and privileges under the sublease shall not be :diminished or disturbed or interfered with by Master Landlord during the entire term of the Sublease, as such term may be extended from time to time. 2. In the event of the cancellation, termination, expiration and/or surrender of the Master Lease, Master Landlord hereby agrees to attorn to Tenant, and Tenant dgress to attorn to Master Landlord, to the same extent and with the same force and effect as though the Sublease were a dir"eCt- le6se from Master Landlord to Tenant, and Landlord an~Tenant hereby consent to such attornment. Master Landlord shall, in such event, exercise and undertake all of the rights, obligations and duties of Landlord in and under the Sublease and, thereafter, shall be entitled to collect all rents and payments due'and payable under the sublease, including the right to collect any sums being due and payable thereunder prior to the termination or expiration of the Master Lease which are accrued and unpaid by Tenant on the date of termination or expiration of the Master Lease. Tenant agrees not to prepay rentals under the Sublease beyond the amounts provided in the Sublease without the prior written consent of Master Landlord. Tenant hereby waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect the sublease and the obligatipns of Tenant thereunder by reason of the termination of the,Master Lease. & �e. This Agreement shall'be trinding uponland inure to the benefit of the undersigned, and their respective legal representatives, successors and assigns. IN WITNESS WHEREOF, the parties hereto ha�a entered into this Nondisturbance and Attornment Agreement ai of the day and year first above recited. PACE MEMBERSHIP WAREHOUSE, THE COUNTY OF CONTRA COSTA, a INC., a Colorado corporation political subdivision of the State of California By: By: By: By: REYNOLDS & BROWN, INC., a California corporation I By: By: :ou+2:2 I -2 i i 1 Inserts to draft Pace Nondisturbance and Attornment Agreement Insert A. and the Permitted Exceptions set forth on Exhibit hereto. Insert B. other than liens, if any, created by the Sublease. Insert C. 3 . Tenant agrees that if and when Master Landlord shall become "Landlord" pursuant to the Sub-Lease: (a) Master Landlord shall not be liable for any act or omission of any prior lessor (including Landlord) ; nor for any breach, violation or default of Landlord as "Landlord" under the Sublease, or condition of the Site occurring prior to the date Tenant attorns to Master Landlord; nor for any obligation, duty or act to be performed, or commenced to be performed, prior to the date Tenant attorns to Master Landlord; and (b) Master Landlord shall not be subject to any offsets or defenses which Tenant might have against any prior lessor (including Landlord) ; and (c) Master Landlord shall be discharged from all responsibility for any security deposits which were paid by Tenant to any prior lessor (including Landlord) and which were not received by Master Landlord, and shall be discharged from any liability or obligation upon the sale, transfer, lease or other disposition of Master Landlord's interest in the Site. (d) Master Landlord shall have no obligation or liability to construct or complete the construction as required of "Landlord" under the Sublease, such as paragraph _ ("Delivery of Tenant's Building and Completion of Improvements") , sub- paragraph B of paragraph _ ("Utilities") , paragraph _ ("Other Tenancies") or paragraph _ ("Construction of Tenant's Building") ; nor to construct, repair, replace or restore as may be required in paragraph _, or as set forth in paragraphs ("Repairs") , _ ("Damage Clause") , paragraph _ ("Fire Insurance and Waiver of Subrogation") and paragraph _ ("Condemnation") except to the extent that Master Landlord has received the net proceeds (after deduction of costs and expenses, including attorneys' fees) from insurance policies or from condemnation awards or compensation, as the case may be. (e) Master Landlord shall have the right to self- insure for the insurance that "Landlord" may otherwise be • obligated to obtain under the terms of paragraph _ of the Sublease. Insert D 4 . This Agreement shall not be effective for any purpose unless and until (a) Tenant takes possession of and occupies the premises, and opens its business to the general public for business on a regular basis pursuant to the Sublease (b) Tenant certifies in writing to Master Landlord that (i) all construction necessary for the commencement and operation of business under the Sublease has been completed to the satisfaction of Tenant, (ii) Ground Tenant is not in default under the Sublease and that there is no event which would, with the passage of time and/or giving of notice, constitute a default under the Sublease, and (iii) there are then no conditions unfulfilled which would permit Tenant to terminate the Sublease or avoid its opening for business in accordance with the Sublease, and (c) the guaranty by [guarantor] of Tenant's obligations under the Sublease in the form attached to the Sublease as Exhibit _ is and will remain in full force and effect for the benefit of Master Landlord, and [guarantor] so confirms in writing. 5. Tenant expressly agrees that no personal liability on account of this Agreement is or will be assumed by, nor at any time asserted against, Master Landlord, its successors or assigns, including, without limitation, on account of any warranty, representation, covenant or agreement contained herein or in the Sublease, all such personal liability being expressly waived and released, and that, without limitation of the foregoing, Tenant shall look solely to the interest of Master Landlord in the Site (and to no other asset, revenue, income or property whatsoever) for satisfaction of any claim. 6. This Agreement may not be modified orally or in any other manner except by an agreement in writing signed by the parties hereto or their respective successors in interest. AIRPORT CENTER GROUND LEASE CLOSING CHECKLIST Landlord ( "CCC" ) : COUNTY OF CONTRA COSTA Tenant ( "R&B" ) : REYNOLDS & BROWN, INC . ERN1 Effective Date: March 26 , 1991 TASK OR DOCUMENT DUE DATE STATUS 1 . R&B to provide off-site 4/5/91 Completed signage requirements 6/7/91 . ( 11 (d) ) . 2 . R&B to prepare complete . 4/25/91 Completed Preliminary Scope of Dev. 6/17/91 . ( 7 . 1 (b) ) . 3 . CCC to update TJKM traffic 4/25/91 Completed study ( 7 . 1 (c ) ) . 4/19/91 . 4 . CCC to draft ground lease 5/9/91 Completed ( 7 . 1 (e) ) . 4/29/91 . 5 . CCC to approve Prelim. Upon receipt Approved Scope of Development of complete 6/17/91 . Prelim. Scope . 6 . CCC to define offsite 5/25/91 Completed requirements ( 7 . 1 (g) ) . 5/24/91 . 7 . CCC to complete Phase II 6/23/91 Completed audit ( 7 . 1 (h) ) . 6/19/91 . 1Nothing contained herein is intended to alter the parties ' obligations under the ERN. 1 14#"hM*j1P /W- St TASK OR DOCUMENT DUE DATE STATUS 8 . CCC to commence CEQA ASAP after Completed. review ( 7 . 1 (d) ) . 6/17/91 . 9 . R&B to pay second ext . 6/24/91 Paid fee ( $150 , 000 ) ( 2 . 3 ) . 6/24/91 . 10 . R&B to approve ground 6/24/91 Approved lease ( 7 . 1 ( 1 ) ) . 6/24/91 . 11 . R&B to submit approved 6/24/91 Submitted schedule of performance 6/24/91 . to CCC ( 7 . 1 ( j ) ) . 12 . R&B to submit written 6/24/91 Submitted evidence of prelim 6/24/91 . lease commitments to CCC ( 7 . 1 (k) ) . 13 . CCC to advise R&B re 7/7/91 No longer offsite sign requirements applicable.2 ( 11 (e ) ) . 14 . CCC to define submission 8/1/91 Completed requirements for Formal 5/24/91 . Scope of Development ( 7 . 1 ( i ) ) . 15 . R&B to submit to CCC 6/24/91 Completed Formal Scope of Dev. 9/6/91 . and required submissions ( 7 . 1 (i ) ) . 16 . CCC to approve Formal 10/6/91 On Board Scope of Development Agenda for ( 7 . 1 (m) ) . 9/17/91 . 2 B letter dated June 24 , 1991 , Reynolds & Brown has withdrawn the sign from this project. 2 TASK OR DOCUMENT DUE DATE STATUS 17 . CCC to review and approve 10/6/91 . On Board Developer submittals for Agenda for Formal Scope ( 7 . 1 (m) ) . 9/17/91 . 18 . CCC & R&B to prepare No date To be LDA ( 7 . 1 (m) ) . specified. presented to Board on 9/17/91 . 19 . CCC to enumerate With LDA On Board discretionary approvals approval . Agenda for ( 7 . 1 (m) ) . 9/17/91 . 20 . R&B to submit draft CEQA 9/16/91 . Findings findings to CCC and pay submitted fees ( 7 . 1 (d) ) . 9/9/91 - 21 . CCC to adopt CEQA As part of On Board findings and approve LDA approval . Agenda for initial draft lease 9/17/91 . ( 7 . 1 ( f ) ) . 22 . LDA to be submitted No date On Board to Board of Supervisors specified . Agenda for ( 7 . 1 (m) ) . 9/17/91 . 23 . R&B to pay third extension 9/22/91 fee ( $125, 000 ) ( 2 . 4 ) . 24 . R&B to provide written 9/22/91 evidence of preliminary financing commitment ( 7 . 1 (o) ) . 25 . CCC to obtain City of 9/22/91 Concord approval of signalized intersection on Concord Ave . ( 7 . 1 (p) ) . 3 TASK OR DOCUMENT DUE DATE STATUS 26 . CCC to identify require- 10/22/91 or ments for final scope of upon 60 days development, plan check, notice from approval of design develop- R&B. ment drawings ( 7 . 1 (q) ) . 27 . CCC to substantially 11/25/91 . Board action complete required scheduled governmental approvals for 9/17/91. ( 7 . 1 (n) ) . 28 . R&B to pay fourth 12/21/91 extension fee ( $125, 000 ) if necessary ( 2 . 5 ) . 29 . R&B to provide Final Scope 12/21/91 of Development, plan check, public works improvement plans , approval of design development drawings ( 7 . 1 (q) ) • 30 . Zoning Administrator Following Hearing on Final Scope receipt of of Development . all required submittals from R&B. 31 . R&B to provide written 12/21/91 evidence of final financing commitment from lenders ( 7 . 1 (r) ) . 32 . R&B to provide lender 12/21/91 approval of ground lease ( 7 . 1 ( s ) ) . 33 . CCC to terminate Budget 45 days after lease ( 7 . 1 (t) ) . notice from R&B. 4 • 0 TASK OR DOCUMENT DUE DATE STATUS 34 . R&B to submit docs 30 days prior to described in ERN approval of 6 . 1 (h) for approval constr. plans by Zoning Administrator, and issuance of Airport Mgr. , and other bldg . permit. entities . (6 . 1 (h) ) . 35 . R&B to obtain issuance Prior to CCC or qualifications for execution of issuance of building ground lease . permit ( 7 . 2 (a ) ) . 36 . R&B to satisfy all Prior to CCC environmental execution of processing ground lease. requirements ( 7 . 2(b) ) . 37 . R&B to obtain admin . Prior to CCC approval of Zoning execution of Administrator and ground lease. Airport Mgr. ( 7 . 2 (c) ) . 38 . R&B to obtain executed Prior to CCC leases for 60% of GLA execution of ( 7 . 2 (d) ) . ground lease . 39 . R&B to provide Schedule Prior to CCC of Performance of execution of Construction (Lease 5 . 2 ) . ground lease. 40 . CCC to execute After developer lease ( 7 . 7 ) . has satisfactorily completed all requirements . Last step in the process . 41 . R&B to pay $650 , 000 Upon lease execution lease consideration fee by CCC . ( 5 . 8 ) . SLA: la a:\chklst r&b 5 ATTACHMENT NO. 5 Joint Escrow Instructions Developer and County shall jointly prepare, execute and deliver escrow instruction in substance as set forth below. The undersigned are parties to that certain Lease Development Agreement dated , 1991, a copy of which is attached hereto (the "LDA") . The Escrow Agent hereby is empowered to act under these instructions, and upon indicating its acceptance of these instructions in writing, delivered to County and Developer within five (5) days after the opening of the escrow, shall carry out its duties as Escrow Agent hereunder. These instructions are intended to implement the LDA, and not alter, supersede or amend the LDA. Prior to close of escrow, and in accordance with the Schedule of Performance, County and Developer shall respectively execute, or cause to be executed, as appropriate (and in a manner qualified for recording) and deposit with Escrow Agent: the Memorandum of Lease for the Ground. Lease, the REA, Memorandum of Lease for the Major Sublease(s) and all other documents required to be recorded hereunder (all of which are referred to collectively as the "Recordable Instruments") . At close of escrow the Escrow Agent shall record the Recordable Instruments in accordance with these escrow instructions and shall buy, affix, and cancel any transfer stamps required by law. Any insurance policies covering the Site are not to be transferred. 1. Delivery of Necessary Documentation. Subject to the fulfillment and satisfaction of the conditions precedent as otherwise set forth in the LDA, County and Developer agree to and shall deliver to the Escrow Agent all documents necessary for the conveyance of the property interests in the Site pursuant to these instructions in conformity with, within the times, and in the manner provided in the LDA. 2. Developer's Share of Escrow Expenses and Deposits into Escrow. Developer shall pay in escrow to the Escrow Agent the following fees, charges and costs after the Escrow Agent has notified Developer of the amount of such fees, charges, and costs, but in any event not later than one (1) day prior to the scheduled date for the conveyance of the leasehold in the Site: (1) One-half of the escrow fee; -1- Escroa.lns 3692-10914 091691 1127:mba (2) The portion of the premium for the title insurance policies to be paid by Developer as set forth above. (3) Any state, county, city or other documentary stamps and transfer taxes. (4) Provided that the condition precedents to the close of escrow have been fulfilled, Developer's Lease Consideration of $650, 000 shall be reduced by the amount of the Developer's Credit Costs, if any, as set forth in Section 3.3 .6 of the LDA. Developer's Credit Costs shall be evidenced by a writing signed by Developer and County. As of the date hereof, the parties anticipate that there will be no Developer's Credit Costs. 3. County's Share of Escrow Expenses. County shall pay in escrow to the Escrow Agent, the following fees, charges, and costs promptly after the Escrow Agent has notified County of the amount of such fees, charges and costs, but not later than one (1) day prior to the scheduled date for conveyance: (1) One-half of the escrow fee; (2) Costs necessary to place the title in the condition required by the provisions of this Agreement; (3) Recording fees; (4) Notary fees; (5) The portion of the premium for the title insurance policies to be paid by County as set forth in these instructions. (6) Ad valorem taxes, if any, upon the Site for any time prior to conveyance of title; Before Escrow .Agent is required to close escrow, County shall deliver an estoppel certificate certifying that the conditions to the close of escrow to be performed by Developer have been satisfied and that all Recordable Instruments and agreements required under the LDA and the ERN have been deposited with Escrow Agent under these instructions, if such be the fact. Similarly, Developer shall deliver an estoppel certificate certifying that the conditions to the close of escrow to be performed by County have been satisfied and that all Recordable Instruments and agreements required under the LDA and the ERN have been deposited with Escrow Agent under these instructions, if such be the fact. -2- Escrow.lns 3692-10914 091691 1127:mba 4. Escrow Agent's Obligations. The Escrow Agent is authorized, after all conditions to close of escrow are waived or satisfied, to: 1. Pay, and charge County and Developer respectively, for any fees, charges and costs payable under this section. Before such payments are made, the Escrow Agent shall notify County and Developer of the fees, charges and costs necessary to clear and convey the leasehold. 2. Record the Recordable Instruments delivered through this escrow (or a concurrent escrow if applicable) if necessary or proper to vest the leasehold and other rights in Developer and the Majors in accordance with the terms and provisions of this Agreement. 3. Disburse funds and deliver the Ground Lease and Memorandum of Lease, and other documents to the parties entitled thereto when the conditions of this escrow have been fulfilled by County and Developer. The deposit of the Lease Consideration Fee (reduced by Developer's Credit Costs, if any) , other consideration, or proof of other consideration, as the case may be, shall not be disbursed by the Escrow Agent to County unless and until it has recorded the Memorandum of Lease pertaining thereto, the Recordable Instruments and other instruments required as conditions to the close of escrow and has delivered to Developer a title insurance policy insuring title acceptable to Developer and its lender and the Majors and respective subleasehold mortgagees which conform to the requirements of these instructions. Completion by the Escrow Agent of its obligations herein shall be "Close of Escrow" as referred to in this Agreement. 5. Escrow Account. All funds received in this escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in an interest-bearing general escrow account or accounts with any state or national bank doing business in the State of California, with interest accruing for the benefit of the depositing party. Such funds may be transferred to any other such general escrow account or accounts upon similar conditions. All disbursements shall be made on the basis of a thirty (30) day month. 6. Termination of Escrow. 1. If either party terminates the LDA after notice to the other party in accordance with the LDA, then either party shall be entitled to terminate this escrow and demand the return -3- Escrow.Ins 3692-10914 091691 1127:mba of its money, papers or documents upon ten (10) days written notice to the other party and the Escrow Agent. Thereupon all rights, liabilities, duties and obligations of the parties under these instructions shall be as provided in the LDA. 2. No termination of this escrow or demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party at the address of its principal place of business. If any objections are raised within the ten (10) day period, the Escrow Agent is authorized to hold all money, papers and documents until instructed by mutual agreement of the parties or upon failure thereof by a court of competent jurisdiction. If no such demands are made, the Escrow Agent shall perform all acts required for the conveyance of the leasehold interest in the Site as soon as possible. 3 . The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both County and Developer, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. 7. Amendments to Joint Escrow Instructions. Any amendment to these escrow instructions shall be in writing and signed by both County -and Developer. At the time of any amendment the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. 8. Notification of Parties by Escrow Agent. All communications from the Escrow Agent to County or Developer shall be directed to the addresses and in the manner established in the LDA for notices, demands, and communications between County and Developer. 9. Escrow Agent's Liability. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under these instructions. 10. Recordation of the Memorandum of Lease and Recordable Instruments Concurrently with the delivery of the Ground Lease and Memorandum of Lease, the Escrow Agent shall file the Memorandum of Lease and the Recordable Instruments for the Site for recordation among the land records in the Office of County Recorder for Contra Costa County. Recordation of the Memorandum of Lease shall constitute delivery to Developer. -4- EscrowA ns 3692-10914 091691 1127:mba 11. Title Insurance A. Delivery of Title Insurance. As a condition to Developer's obligation to close escrow, concurrently with recordation of the Memorandum of Lease and the REA, a title insurance company (the "Title Insurance Company") satisfactory to County, Developer and the Majors shall provide and deliver to Developer and each of the Majors, respectively, a separate title insurance policy issued by the Title Insurance Company insuring that title to the leasehold interest in the Site is vested in Developer (or in the case of a Major's Parcel, that the subleasehold interest in the Major's Parcel is vested in the Major) in the condition approved by Developer and (the Major to be identified) as provided in the LDA. Each title insurance policy shall be delivered with such reasonable endorsements as may be requested by Developer or Majors, and which the Title Insurance Company is willing to give in the absence of any title defect or impediment and in circumstances where all property interests are duly and properly documented and recorded. The title insurance policy at Developer's or the Major's option may be an A.L.T.A. owner's policy, the issuance of which shall be a condition of Developer's or the Major's obligation to accept the leasehold if the construction and development of improvements required by this Agreement are inhibited, prevented, prohibited or significantly delayed. Developer and (the Major) shall execute an amendment to these escrow instructions, instructing Escrow Agent that the title insurance policies in the proposed form presented by the Title Insurance Company are approved, if such be the case. The Title Insurance Company shall provide County with a copy of the title insurance policy, and the title insurance policy shall be in the amount of the Project Costs (as defined in the Ground Lease) pertaining to each component insured. B. Allocation of Premium Cost. County shall pay only for that portion of the title insurance premiums attributable to a C.L.T.A. standard form owner's policy of title insurance in the amount of the Lease Consideration Fee. Developer (or the Majors) shall pay for all other premiums for title insurance coverage or special endorsements. 12. Taxes and Assessments Ad valorem taxes and assessments, if any, on the Site and taxes upon this Agreement or any rights thereunder, levied, assessed, or imposed for any period prior to the conveyance of the leasehold interest or delivery of possession thereto, shall be borne by County. All such ad valorem taxes and assessments -5- EscrowA ns 3692-10914 091691 1127:mba levied or imposed for any period after such conveyances or delivery of possession shall be paid by Developer. Very truly yours, Developer County -6- EscrowA ns 3692-10914 091691 1127:mba ATTACHMENT NO. 6 AGREEMENT BY THE PARTIES AS TO THE FURTHER DISCRETIONARY APPROVALS REQUIRED 1. Approval by the Board of Supervisors of the Lease Development Agreement and related actions on September 17, 1991. A#<�('";� 7 Community 10 Contra Harvey oE.f ommun Director of Crnrnunity Development Development Costa Department County Administration Buildinq County 651 Pine Street 4th Floor, North Wing Martinez, California 94553.0095 Phone: 0510) 646-2035 September 16, 1991 To: INTEREST PART ES From: Ji Ken edy, Depu Director--Redevelopment Re: For al Sco o evelopment--Airport Center The Formal Scope of Development for the Airport Center Project consists of the following documents and plans: 1. Attached Formal Scope of Development text dated June 24, 1991; 2. Airport Center Formal Scope of Development Site Plans dated June 24, 1991 on file with the Community Development Department Land Development Division; 3. Trash Enclosure Plan dated September 6, 1991 on file with the Community Development Department Land Development Division; & 4. Outdoor Lighting Plan dated September 6, 1991 on file with the Community Development Department Land Development Division. JK/jk >\e� CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT Warehouse/Retail Development June 24, 1991 f INDEX 1 Growth Management Policy Responses 2 Soils Report 3 Engineer's Statemment of Grading 4. Stages of Development 5 Project Signage Criteria I6 Parking Evaluation Study I7 Transportation System Management 8 Child Care Demand and Response Program 9 Drawings REYNOLDS & BROWN ' Submitted: June 24, 1991 L LYNOLDS & BROWN i . �� . .:t �. .s �: ��. .�: ��.� .� 4' lY:"� ..-T.. CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT Growth Management Policy Responses Warehouse/Retail Development June 24, 1991 TRAFFIC: The Airport Center project is estimated to generate more than 100 AM and PM peak- hour trips based on ITE trip generator rates. To conform with the Growth Management Policy, a traffic study report was prepared by DKS Associates, dated May 1991, for the Airport Center project. The traffic study examined the short-term and cumulative year 2000 traffic impacts of the proposed project and resulting levels of service (LOS) at 12 study intersections determined by the City of Concord and the County of Contra Costa. It was assumed that for the short-term scenarios the programmed improvements in the study area would be built for the capacity analysis. Also, for the cumulative condition scenario, it was assumed that future improvements to the existing roadway network would be implemented for the traffic analysis. A listing of the programmed and future improvements are shown in Chapter. 3 of the report. The traffic analysis shows that all the study intersections today operate above the required Growth Management Performance level for a Central Business District (CBD). For the proposed project, the result of the traffic analysis showed that the level of service at all the intersections would remain unchanged. The project with the cumulative traffic volume analysis showed that only one of the studied intersections would be changed and its LOS would be within the Growth Management Standards for Central Business District areas. [Low E (.94 v/c ratio)]. In addition to the programmed and future improvements for the study area there are improvements that have been built into this project. These improvements include an additional signalized driveway for the project, and the widening of John Glenn Drive, north of Concord Avenue. To maintain an acceptable LOS, following the Growth Management Policy, mitigation improvements have been identified to be included with the project. These improvements include an additional signalized intersection along Concord Avenue, about 700 feet to the east of John Glenn Drive and modifications to the Concord Avenue/John Glenn Drive intersection. Mitigation measure not included with this project have also been identified following the Growth Management Policy guidelines. These improvements affect the intersections of Concord Avenue/SR 242-Market Street and Concord Avenue/John Glenn Drive. For more detailed information, please refer to the Traffic Study Report. L_ 1 WATER: Contra Costa Water District stated in their letter, dated May 1, 1991, that potable water service will be made available to each building in this project once financial arrangements and necessary water main facilities have been completed. SEWER: Central Contra Costa Sanitary District stated in their letter, dated May 23, 1991, that connection to the existing 10-inch gravity public sewer facility, located in John Glenn Drive, will be available for this project until the mid - 1990's, based upon historical connection rates. FIRE: Contra Costa Count Fire Protection District stated in their letter, dated May 8 1991 Y y , that they will provide the project with fire protection, rescue and emergency medical services. PUBLIC PROTECTION AND PARK AND RECREATION: Contra Costa County Community Development Department stated in their letter, dated May 24, 1991, that the Park and Sheriff facilities will not be a problem with this project. FLOOD CONTROL AND DRAINAGE: Contra Costa County Flood Control and Water Conservation District stated in their letter, dated June 12, 1991 , that the proposed drainage concept for this project is acceptable. NOT REQUIRED BY THE GROWTH MANAGEMENT POLICY, BUT INCLUDED AS EXTRA INFORMATION ARE COMMENTS FROM OTHER UTILITY COMPANIES. i ELECTRIC AND GAS: Pacific Gas & Electric Company stated in their letter, dated May 6, 1991, that they will serve this project with both gas and electric service. TELEPHONE: Pacific Bell stated in their letter, dated May 30, 1991, that they will serve this project with I telephone service from their existing facilities along Concord Avenue. 1_. - 2 - ��ow` CONTRA COSTA ® WATER DISTRICT 1331 Concord Avenue PO.Box H2O RECEIVED Concoro,CA 94524 May 1, 19 91 r i415)674-8000 FAX(a15)674.8122 MAY 0 3 1991 !f (415)439-9169 Toll Free from Eastern Contra Costa County MAJORS ENGINEERING SACRAMENTO DIVISION � . David Driscoll Directors Majors Engineering BetteBoatmun 2535 Capital Oaks Dr. Suite 140 I President Sacramento, CA 95833 Ronald E.Butler Vice President Donald PFrelas Subject: Airport Center - John Glenn Dr. Daniel L.Pellegrini Paul F,Hugney The subject project is within the service area of the Contra Costa EdSeegmtilter.. Water District:- General Manager Potable- water service for the above named project will be made available upon completion of financial arrangements and installation 1 of necessary water main facilities for domestic use and fire protection. Water will be furnished upon demand to each and every building in the Iproject. If there are any questions, please call. IVery trul ours, V I *LeAn�ne Cisterman Engineering Services Administrator ( Engineering Department 1 (415) 674-8013 LAC/br File: 34.200 1 RECEIVED • MAY 2 4 1991 MAJORS ENGINEERING SACRAMENTO OIVISCL4 Central Contra Costa Sanitary District May 23 1991 ROGER 1 DOLAN y , General Manager Chief Engineer KENTON L.ALN Counsel fur the District Majors Engineering 14151938.1430 2535 Capitol Oaks Drive, Suite 140 secretary J tire Oso cf Sacramento, CA 95833 ATTENTION: MR. DAVID R. DRISCOLL Gentlemen: PACE MEMBERSHIP WAREHOUSE, AIRPORT CENTER, JOHN GLEN DRIVE CCCSD JOB NO. 3150 This letter is to inform you that the subject property is in the CCCSD sewer service area and is presently annexed to this District. This project must connect to the existing 10-inch gravity public sewer located in John Glen Drive. The project proponent is responsible for constructing and funding all on-site and off-site sewers to serve this project. Based on present planning concepts as they are understood by this District, it is anticipated that sewer connections will be available until the mid-1990's, based upon historical connection rates to the District's collections system. However, modifications due to unforeseen circumstances or actions imposed by state, federal, or regional authorities could affect sewer availability at any time. Connection fees for the project cannot be determined at the present time. However, the current facilities capacity fee (most of the connection fee) for retail space is $864 per 1 ,000 square feet. �. The PACE building will require a special study because of the bakery and supermarket (meat) uses. Drawings must be made available to this agency to determine these fees. Present facilities capacity fees for supermarkets and bakeries are $300 and $600 per fixture unit, respectively. Inspection fees at time of connection will be up to $310 per building connection. Sewer service charges for the remainder of the fiscal year will also be collected at the time of connection. Once the project is connected to the sewer service, the property will be subject to the District's bonded indebtedness, Ad Valorem Tax and annual sewer service charge If any of the existing buildings are to be demolished, a careful record of existing uses, plumbing fixtures and square footage should be made in order that proper credits can be calculated. There is a $1 ,900 fee for capping each sewer lateral to be abandoned. Sin ely, Dennis Hall Associate Engineer DH/vh KA Cr) ��,�. CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT 2010 GEARY ROAD ��Rp D��tgs�� PLEASANT HILL, CA 94523-4694 (4.15) 930-5500 BUREAU OF FIRE PREVENTION May 8 , 1991 RECEIVED MA Y 10 1991 Maj ors Engineering AAAJORS FNI 2535 Capitol Oaks Dr. , #140 Sacramento, CA 95833 CR' NrODV15jpN At.tn: David Driscoll SUBJECT: PACE Membership Warehouse Concord Ave. /John Glenn Dr. Concord, CA Dear Mr. Driscoll: We have reviewed the preliminary plans at the subject location for 4 buildings , ranging in size from 8 , 700 square feet to 107 , 927 square feet. The following conditions are required for this proposed complex: 1 : The developer shall submit two ( 2 ) complete sets of plans and specifications of the subject project, including built-in fire protection systems (when required) , to this office for review and approval prior to construction to insure compliance with minimum requirements related to fire and life safety. Plan review fees will be assessed at that time. ( 2. 206)C.C.C. Ord. 89/68 2 . The developer shall .provide an adequate and reliable water 4 supply for fire protection with a minimum fire flow of 4 , 000 ' GPM. Required flow shall be delivered from not more than 4 hydrants flowing simultaneously while maintaining 20 pounds residual pressure in the main. ( 10 - 301c)UFC 3 . The developer shall provide 6 hydrants of the East Bay type. The proposed locations of the fire hydrants as shown on Sheet 6 of the utility plan are not approved. ( 10. 301c )UFC 4 . Provide access roadways with all-weather driving surfaces of l ; not less than 20 feet unobstructed width, and not less than 1316" of vertical clearance, to within 150 feet of travel distance to all portions of the exterior walls of every building. Access roads shall not exceed 20% grade, shall Majors Engr. /David Driscoll RE: PACE Membership Whse. - Concord May 8 , 1991 Page 2 have a minimum inside turning radius of 35 feet, and must be capable of supporting the imposed loads of fire apparatus ( 31 tons ) . ( 10. 207)UFC NOTE: Access roads of 20 feet unobstructed width shall have "NO PARKING" signs posted. 5 . Access roads and hydrants shall be installed and in service prior to combustible construction. ( 10 . 301d)UFC 6 . Approved premises identification shall be provided. Such . numbers shall contrast with their background and be readily visible from the street. (10 . 208 )UFC 7 . The developer shall provide traffic signal pre-emption systems (Opticom) at the intersection of John Glenn Dr. / Concord Avenue and the new signalized intersection at the new entrance/Concord Avenue. 8 . A pro rata fee of 2U per square foot shall be assessed to partially offset initial expenditures for additional necessary fire service resources. (CCC Ord. 87/98 ) 9. The building as proposed shall be protected with an approved automatic fire sprinkler system due to fire flow requirements in excess of Fire District requirements. ( 10 . 301g)UFC Contra Costa County Fire Protection District will provide this property with fire protection, rescue and emergency medical services. If you have any questions , please contact the undersigned. Sincerely, R. R an Fire Inspector RSR:vw CC: Reynolds & Brown/Dave Babcock File t .. --- RSR/PACE. 91 T' Cornmunity Contra Harvey E. BraQdon Development Director of Commwnity Development Department Costa County Administration Building County 651 Pine Street 4th Floor, North Wing Martinez, California 94553-0095 t- Phone: 646-2091 May 24, 1991 Peter Reynolds Reynolds and Brown 1200 Concord Avenue Suite 200 Concord, CA 94520 Dear Peter: Re: Status of Airport Center Plan Review This letter is to advise you of the status of the preliminary scope of development plan documents; the necessary documents for the formal development plan stage and other planning considerations for the Airport Center project. I. COMPLIANCE WITH SECTION 7.1 (b) OF ERN - INCOMPLETE PRELIMINARY SCOPE OF DEVELOPMENT We have reviewed your letter of May 21 , 1991 , and accompanying plan revisions. i Your letter indicates that you have responded to most of the items on which we t requested additional information. Still, some items have not yet been fully addressed. A. FAA Review of Pylon Sign - Submittal of the Form 7460-1 to the FAA must be made to complete the preliminary scope of development. We have learned through informal discussions between FAA personnel and the Manager of Airports that the proposed sign may not be acceptable to FAA. See comments under Item II below. B. Compliance with Growth Management Policies - We will still need "will serve" letters from the service agencies associated with the growth management policies for this site. However, we have no objection to postponing receipt of this information, until submittal of the formal scope of development (Section VI below). 2 We agree that compliance with parks, fire, and sheriff's office standards will not be a problem for this project. However, we will still require a formal statement from you that comprehensively addresses all growth management policies. That statement must be submitted with the package for the formal scope of development stage. Check with Bob Drake of this office at 646-2091 regarding any questions on this item. Based on our review, you have satisfied all of the submittal requirements except submission to the FAA of Form 7460-1 . As soon as we receive evidence that that form has been submitted to the FAA, you will have completed your obligation for providing information for the preliminary scope of development. II. PR P ED PYLON SIGN As you may know, the proposed pylon sign near the 1-680/Concord Avenue interchange was the one element of the project proposal that was not previously addressed in the 1990 Airport Master Plan and related environmental impact report. The proposed sign design may raise significant environmental impacts that need to be reviewed for purposes of compliance with the California Environmental Quality Act. These impacts include: - Potential interference with Runway 1 L operations. The Manager of Airports recently met with Dan Morse of the Federal Aviation Administration (Burlingame office, 876.2823). Mr Morse indicated that FAA had not yet received an FAA Form 7460-1 for the proposed sign, but that based on the Manager of Airports' description, the sign would probably not be permitted. The concern stems from the sign's proximity to the runway extension and FAA imaginary surface. Precedence for freeway-oriented commercial signage; the sign may have potential aesthetic and traffic hazard impacts; approval of this sign may encourage other commercial shopping centers between Walnut Creek and Martinez to propose similar signage; CEQA mandates preparation of an EIR where impacts are individually limited but cumulatively significant. Non-compliance with 1980 Board policy on airport sign controls. The sign exceeds the height requirement (35 feet proposed; 5 feet maximum permitted) and the display surface requirement 0 00 + square feet proposed, 24 square feet maximum permitted). Based on these considerations, a supplemental environmental impact report may be necessary before the proposed sign can be approved. I 3 III. AIRPORT LAND USE COMMISSION REVIEW As you know, the Board has consented to allowing the Airport Land Use Commission an opportunity to review and comment on the project before it is reviewed by the Board of Supervisors. A Commission hearing on the project has been scheduled for Wednesday evening, June 12, 1991 at Room 107 of the McBrien Administration Building in Martinez. As discussed above, the proposed pylon sign may raise questions on public safety and other site planning issues. We would like to have a better understanding on the basis for the proposed sign. To this end, we suggest that you submit in writing responses to the following questions prior to the Airport Land Use Commission hearing: • Why is this sign design and location important to the proposed project? • What, if any, other possible sign locations were considered? What was your evaluation of these locations? • What other means of advertisement of the store were considered (flyers, TV, radio, newspapers, etc.) in lieu of the sign? Why are these other media not considered adequate? • On what basis should the County consider the requested exceptions to its 1980 Board policy on maximum sign height and display surface? We would also urge you to try to get the FAA to complete the review of the sign prior to the ALUC meeting. IV. "OFF-SITE" SIGN REQUIREMENTS Section 1 1 (d) requires the County to notify you of the acceptability of the proposed free-standing sign on the golf course. Based on the information in Item II above, it appears that the County could not permit the proposed sign due to its unacceptability to the FAA and non-compliance with the airport sign control policy. Enclosed is a copy of the 1980 airport sign control policy. Reference pages 23-24. V. OTHER CONCERNS The following concerns pertain primarily to the defining of the formal scope of work, and not to the preliminary scope of work. A. Unimaginative Building Design - The 1989 Airport Master Plan EIR provided mitigation measures indicating that project buildings are to be attractively designed and painted (p. III-54). The proposed building appears too box-like. Also, the parking lot could use more landscaping to break up the "sea of asphalt." i f • • 4 B. Parking Adeauacy - Staff recognizes that you are proposing more parking than the County requires for conventional commercial development. However, we understand that bulk-retail merchandise operations have a tendency to attract huge weekend business. We would like to be certain the project has sufficient parking. C. "On-Site" Signage Inconsistencies with Sign Control Policy -The proposed "on- site" airport sign program also appears to conflict with the sign control policy. In contrast to the "off-site" sign issue which may involve public safety, concern about the "on-site" signage focuses on aesthetics. D. Traffic Congestion on John Glenn Drive - The project may result in congestion to John Glenn Drive, caused by additional car and truck traffic. This congestion might be mitigated by modifying the existing design of John Glenn Drive (see Section VI, Paragraph C below) and limiting truck traffic access to night hours only. VI. REQUIREMENTS FOR FORMAL SCOPE OF DEVELOPMENT (Section 7.1 (h) Pursuant to the ERN agreement, listed below are the items we will need to determine that the formal scope of development is complete: A. A revised site plan, drawn to scale, shall: 1. Indicate the metes and bounds of the boundary of the subject property J P P Y together with dimensions of lands to be divided; 2. Indicate the location, grades, widths, and types of improvements proposed for all streets, driveways, pedestrian ways and utilities; 3. Indicate the location, height, number of stories and use of each proposed building or structure; I. 4. Indicate the location and design of vehicle parking areas; indicate the largest truck vehicles that will service the project and demonstrate their ability to maneuver (analyzed with appropriate truck turning templates) to designated loading facilities; 5. Indicate the-location and design of proposed landscaping and perimeter fencing; a section of proposed fencing shall be submitted; landscape design must be consistent- with water conservation landscaping ordinance (enclosed). Additional landscaping within the interior of the Pace Shopping Center is encouraged. 6. Indicate the location and design of all storm drainage and sewage disposal facilities; 7. Provide an engineer's statement of the proposed grading; i 5 8. Proposed exterior lighting plan (Reference pg. III-31 of the EIR regarding lighting mitigation standards to avoid interference with airport operations and off-site glare); 9. "On-site" sign program (Reference Airport Sign Control Policy); 10. Indicate location of proposed trash bins. B. In addition, the submittal shall be accompanied by: 1 . Elevations of all buildings and structures; submittal shall include an exterior materials palette identifying proposed colors and material samples to be,_ used for exterior walls and visible roof; a colored rendering of the elevations should be included. 2. A statement indicating the stages of development proposed for the entire development. 3. Enclosures of trash bins that may be visible from customer parking areas. These enclosures shall be designed to be visually compatible with the main structures. C. Identify existing improvements and uses (e.g., on-street parking) and proposed modifications of the adjoining street sections for Concord Avenue and John Glenn Drive. Identify any proposed removal of traffic islands and landscaping, and any replacement landscaping. A letter from the Public Works Department (Steve Wright, 313-2259) will be forthcoming shortly detailing other road design information that must be included on these displays. D. Provide a parking demand study of at least three similar existing bulk-retail ` operations. The study should identify peak-period demand for a one-year period for each of the three operations. Local bulk-retail operations should be used for the analysis. The study must identify the size of other stores and uses sharing the same parking facilities. E. Provide written justification for any requested exceptions to the airport sign control standards. F. Provide a Transportation System Management (TSM) program, in accordance with the TSM Ordinance (enclosed). Any recommended bus pull-outs should be shown on-the submitted site plan. Any questions on the ordinance requirements should be directed to Louise Aiello of this office at 646-1550. G. Provide a Child Care Demand and Response Program in compliance with Ordinance 88-1 (enclosed).. Call Linda Moulton of the Community Development Department at 646-2035 on any child care questions you might have. i 6 Should you have any questions on the above items, please contact Bob Drake at 646-2091 . Since ly, JA E KENNEDY Deput Director - Redevelopment JK/RHD[jn 12:reynolds.ltr l enclosures: TSM Ordinance Child Care Ordinance Airport Sign Control Policy Water Conservation Landscaping Ordinance CC' Scott Tandy Karl Wandry Bob Drake Val Alexeeff Sharon Anderson Dick Awenius Alan Kotin Hal Wight Steve Wright i - e4��XT �4 � • Contra Costa County J. Michael Wallord er •� -.;C ex officio het FLOOD CONTROL Milton F. Kubicek,Deputy Chief & Water Conservation District 255 Glacier Drive,Martinez.CA 94553-4897 Telephone: (415)313-2000 June 12, 1991 FAX: (4151 313-2333 David R. Driscoll - Major Engineering 2535 Capital Oaks Drive, RECEIVED Suite 140 JUN 17 Sacramento, CA 95833 1991�p File: 3060-06 MAJORS ENGINEERI4G N: 125-010-015 SACRAMENTO DIMON Dear Mr. Driscoll: Subject: Airport Center ' We have reviewedour utility lan for the Pace Membership Warehouse at John Glenn Way Y tY P P in Concord. In general, your drainage concept, including the drainage alignment, is acceptable. We would like to have the following information to make sure the proposed system is feasible and the best alternative. * Provide hydrology and hydraulic calculations. In the hydraulic calculations the system should be designed for a 10-year storm but the building's finished floor should be at least one foot above the 100-year storm water surface elevation. It appears that your building pad elevations are above the 100-year storm water elevation. * Show more details on the outfall structure such as the creek bottom elevation, the outfall pipe invert elevation, the details of grouted and loose rocks, etc. Also, cut-off walls would be needed under the levee road and details should be provided. B-50 outfall structure details shall be shown on the plan. * There is an existing thirty-six inch outfall line under the levee about 1,450 feet downstream from Concord Avenue. The Flood Control District prefers to avoid additional outfall construction to minimize levee disturbance if possible. The developer should conduct a study to see if existing outfall facilities can be used to avoid installation of a new outfall structures. * Constructing outfall facilities will be subject to the requirements of the Department of Fish and Game and the United States Army Corps of Engineers. The developer should notify the Department of Fish and Game, P.O. Box 47, Yountville, California 94599, of any proposed construction within this development that may affect the creek, per Sections 1601 and 1602 of the Fish and Game Code. Also, the applicant should notify the U.S. Army Corps Mr. David R. Driscoll • • lune 12, 1991 Page 2 1 of Engineers, 211 Main Street, San Francisco, CA 94105-1905, Attention: SPNCO-R, of any proposed construction within the creek in accordance with Section 404 of the Clean Water Act (33 U.S.C. 1344). The developer shall apply for a Flood Control Encroachment Permit prior to any work, including outfall construction in the Walnut Creek Channel right of way. Please contact Mr. Ed King at 646-1600 for permit application procedure. If you have any questions, please contact me at 313-2285. Very truly yours, 1 IPhillip Harrington Senior Civil Engineer eo I PH:SC: Flood Control Engineering P c:Dri3060.t6 i cc: R. Agnew, Flood Control Engineering S. Matsumoto, Engineering Services Ed King, Permit and Applicaiton Center Bob Drake, Community Development Department I Pacific Gas and Electric Company May 6 1991 y RECEIVED �- MAY 0 7 1991 Pik Majors Engineering neeri n MAJORS ENGINEERIN g g GSACRAMENTO DIVISION 2535 Capitol Oaks Drive, Suite 140 Sacramento, CA 95833 Re: Pace Project, Concord Dear Mr. Driscoll : This is to confirm the receipt of your preliminary plans for the Pace Membership Warehouse in Concord. The following is in response to your questions: 1 . PGandE will be able to serve the above project with both gas and electric. I 2. Enclosed please find copies of our gas and electric drawings which will show the approximate location of our facilities near your project. 3. We are unable to quote fees until PGandE receives load information, a complete set of drawings, transformer locations, meter locations, etc. , and I we complete our engineering. I : If I can be of any further assistance, please call me at (415) 647-6336. Yours Truly, �J RICHARD J. MANDT New Business Representative RJM: ls Enclosure PACIFIC 'BELL P A Pacific Telesis Company RECEIVED 401 Lennon Lane, Rm. 208 JUN 0 5 1991 Walnut Creek, CA 94598 MAJORS ENGINEERING SACRAMENTO DIVISION May 30 , 1991 Majors Engineering 2535 Capitol Oaks Drive , Suite 140 Sacramento, CA 95833 Attn. Dave s• D v Driscoll Dear Dave, I 'm writing in response to your telephone call the other day regarding the Buchanan Field Development. Telephone facilities front the property in question on Concord Avenue. There are two manhole locations that can be utilized to serve the project. Serving structure should originate at one or the other of these locations to enter the property. If you have any further questions please contact me at (415) 977-2111 . Yours truly, D. F . Lucey Engineer i, AIRPORT CENTER TRAFFIC STUDY prepared for Contra Costa County I by D1S Associates May, 1991 DKS Associates May 21, 1991 Mr. Steve Wright Contra Costa County Department of Public Works 255 Glacier Drive ;Martinez, California 94553 Subject: Airport Center Traffic Study P91134X0 Dear 'sir. Wright: DKS Associates is pleased to submit this initial draft traffic study report for the proposed Airport Center in Concord. The proposed project would consist of a PACE discount retail store and retail/commercial uses in three pads, for a proposed project size of 150,900 square feet. The study also addresses the impacts of adding a second signalized driveway east of John Glenn Drive, and its effect on vehicle progression along Concord Avenue. I look forward to receiving your comments on this draft report. If you have any questions please do not hesitate to call Dave Parisi, John Komaru or me. Sincerely, DKS ASSOCIATES A California Corporation Kevin G. Aguigui Transportation Engineer kga,P91134.let rn DKS Associates Executive Summary a f e sed This report describes the results of a traffic analysis or the proposed Airport Center protect to the City of Concord. The project site is located northeast of the Concord Avenue and John Glenn Drive intersection on a piece of property hereafter referred to as "Parcel A". This study utilizes previous work performed for the Buchanan Field Airport Master Plan Environmental Impact Report and information provided by Contra Costa County. The proposed project consists of a PACE discount retail store and retaiUcommercial space in three pads totalling 150,900 square feet in area. The proposed project would have direct access onto Concord Avenue via John Glenn Drive and a secondan• drlve-.vayintersectlon located about 700 feet to the east of John Glenn Drive, also intersecting Concord Avenue. The secondary .driveway is proposed to be signalized as pan of the project. I. Ile traffic analysis involved examination of the short-term and cumulative Year 2000 traffic impacts of the proposed project and resulting levels of service (LOS) at 12 study intersections 1 determined by the City and County. The methodology used for the capacity analysis was the Circular 212 planning methodology with operations capacities. The short-term scenarios consist of existing conditions with the project, and existing conditions with the project plus approved developments in the study area. In addition, a traffic signal timing'proeression analysis was conducted at 'the signalized intersections along Concord Avenue between the Interstate 680 ramps and the SR 242 ramps/Market Street. It was assumed that for the short tern scenarios the programmed improvements in the study area would be built for the capacity analysis. A listing of the programmed improvements is provided in Chapter 3. Also, for the cumulative conditions scenario, it was assumed that future improvements to the existing roadway network would be implemented for the traffic analysis. A listing of these improvements are shown in Chapter 3. The results of the traffic analysis show that all the study intersections today operate at LOS C or better conditions during both the A.M. and P.M. peak hours. The proposed project would not create significant impacts at the study intersections in the shop term. The levels of service at all the intersections would remain unchanged during both peak hours. With cumulative traffic volumes, the proposed project traffic would change the service level at one intersection during the P.M. peak hour. The intersection of Concord Avenue,!SR 242-Market Street would change from LOS D (0.89 V/C ratio) to LOS E (0.91 V/C ratio). Improvements have been identified at the study intersections. In addition, there are improvements that have been built into the project. These improvements include an additional f P91134-01,'A 1 f.. i Di RRF T . DKS Associates signalized driveway for the project, and the widening of John Glenn Drive, north of Concord Avenue. Mitigations included with Project: • An additional signalized intersection along Concord Avenue about 700 feet to the east of John Glenn Drive is proposed as part of the project. This intersection would act as the secondary access driveway for the project. The intersection lane configuration should consist of: one left turn lane along all approaches, one northbound and southbound through-right lane, two eastbound through lanes, one eastbound through- right lane, three westbound through lanes, and one westbound right turn lane. • At the intersection of Concord Avenue/John Glenn Drive, the southbound approach should consist of two left turn lanes and one through-right lane for a total of three approach lanes. In addition, a second eastbound and westbound left turn lane along Concord Avenue should be added. The additional eastbound and westbound left turn lanes were identified in the Airport Master Plan EIR.1 Mitigations not included in the Project: • At the intersection of Concord Avenue/SR 242-Market Street, the southbound approach should be re-striped to include one left turn lane, one through-left lane, one s through lane, and one "free" right turn lane. This mitigation would improve the level of service from LOS E (0.91 V.-C ratio) to LOS D (0.87 V/C ratio) for the Year 2000 cumulative scenario. With approved developments and the project (short-term), this mitigation would not be needed. } At the intersection of Concord Avenue/John Glenn Drive, a second northbound right r turn lane along John Glenn Drive should be added. The additional right turn lane would be needed to accommodate the projected cumulative volumes for this movement f. during the P.M. peak hour (about 700 vehicles). This mitigation along with the mitigations described above for this intersection would improve the level of service during the P.M. peak hour from LOS F (1.18 V/C ratio) to LOS D (0.83 V/C ratio). At the intersection of Concord Avenue;SR 242-Market Street, the mitigations identified here would not be needed according to guidelines in Policy and Procedure 144 which allows traffic of up to 94 percent of capacity for those intersections within the Central Business District. In addition, at Concord Avenue/John Glenn Drive, the project would not change the level of service as it would operate at LOS F without the project. The mitigations were identified here 1 Buchanan Field Airport Master Plan DEIR, October, 1989, p. III-84. P91134-01/A 2 I F T DKS Associates v to allow the intersection to operate acceptably, although the project does not significantly impact the intersection. Traffic signal timing/progression analyses were conducted for each scenario, with and without the additional project driveway. The results of the progression analyses indicates that signalization of the additional project driveway would have minor impacts on vehicle progression .. along"Concord'Avenue... The progression analysis was evaluated according to the total number of stopped vehicles and average vehicle delay for the coordinated signal system. The addition of the project driveway would have less than a ten percent increase in total stopped vehicles or average vehicle delay for the project scenarios. A review of existing transit facilities show that new bus turnouts and/or bus stops would not be needed. Currently, there are bus stops located along Galaxy Way, south of Concord Avenue, within walking distance of the project site. ?91134-01;A 3 F T DKS Associates 1. Introduction This report documents the results of a traffic analysis of the proposed Airport Center project located northwest of the Concord Avenue/John Glenn Drive intersection in the City of Concord. The proposed project is located on a parcel of land hereafter referred to as "Parcel A" (see Figure 1). This study utilizes previous work performed for the Traffic and Circulation section of the Buchanan Field Airport Master Plan Environmental Impact Report and information provided by Contra Costa County and the City.. The proposed project would consist of a PACE discount retail store and retaiUcommercial space in three pads. The breakdown is as follows: Discount Retail: 108,000 square feet RetaiUCommercial (Pad .1): 10,000 square feet RetaiUCommercial (Pad 2): 8,700 square feet Retail/Commercial (Pad 3): 24,200 square feet Total: 150,900 square feet The proposed project would have direct access onto Concord Avenue via John Glenn Drive and a secondary drivewayfintersection located about 700 feet to the east of John Glenn Drive, also intersecting Concord Avenue. The secondary driveway is proposed to be signalized as part of the project. The traffic analysis involved examination of the short-term and cumulative traffic impacts of the proposed project and resulting levels of ser-ice at 12 study intersections (see Chapter 2 for list of study intersections). The key roadways in the study area which would carry the majority of the project traffic are Concord Avenue, Diamond Boulevard, and Willow Pass Road. In addition, a signal timing:'progression analysis was conducted at the signalized intersections along Concord Avenue between the Interstate 680 ramps and the SR 242 ramps/Market Street. The capacity analysis was conducted at the 12 study intersections for both the A.M. and P.M. peak hours for the following land use growth scenarios: 1) Existing Conditions 2) Existing Conditions plus Project 3) Existing Conditions plus Approved Projects (without Project) 4) Existing Conditions plus Approved Projects plus Project 5) Cumulative Conditions plus Project 1>91134-01;A 4 DOCS Associate 4` c project �� �P-. Site �, o Ave G°�GQTd a° J�� d 242 CJ Qay of 94 o`y 0 U { 6c Pigg PROJECT LOCATION • DKS Associates It was assumed that for scenarios 3, 4, and 5 programmed improvements on the roadway network would be in place for the capacity analysis. A listing of the programmed improvements is provided in Chapter 3. f 1>91134-01iA 6 I • FF111RPAT DKS Associates 2. Existing Conditions This section of the report discusses the existing traffic conditions in the study area including the existing roadway network, circulation and access, and the existing traffic operating conditions at the study. intersections. EXISTING CIRCULATION AND ACCESS The roadways that provide local and regional access to/from the proposed project are described below. Freeways Interstate 680 is a north-south freeway with four lanes in the vicinity of the project located to the west of the project site. This freeway is currently being widened to six lanes north of Willow Pass Road. This facility would provide the majority of the project's regional access. State Route 242 (SR 242) is a north-south freeway with four lanes in the vicinity of the project. This freeway would provide secondary regional access to/from the project. State Route 4 (SR 4) is an east-west freeway with four lanes in the vicinity of the project. This freeway would provide regional access for the project to the north of the project. Access to this freeway would be via I-680 and State SR 242. Roadways Concord Avenue is an east-west arterial with three lanes in each direction in the vicinity of the project. This arterial would provide the primary local access toifrom the project. Access to I- 680 and SR 242 would be provided directly from this roadway. Pacheco Boulevard is a north-south arterial with three lanes in the vicinity of the project. This roadway would provide local access to the areas to the north and south of the project as well as a direct access route to southbound I-680. South of Concord Avenue, Pacheco Boulevard becomes Contra Costa Boulevard. John Glenn Drive is a two-lane, north-south minor street with a landscaped median divider. This street would provide access to Concord Avenue and the local areas in Concord. Currently, this road terminates in the public parking lot which serves the commercial and general aviation terminals of the Buchanan Field Airport. P91134-01;A 7 1. T DKS Associates Willow Pass Road is a major east-west arterial which would provide secondary local access for the project as well as a secondary access to I-680 via Diamond Boulevard. It is not anticipated that many project trips would utilize this roadway since Concord Avenue would provide more direct access to other local routes. Diamond Boulevard is a four-lane, north-south collector street running from Willow Pass Road to Concord Avenue located to the west of the project site. This roadway serves as a collector route between Concord Avenue and Willow Pass Road. EXISTING TRAFFIC CONDITIONS This section describes the existing weekday traffic volumes and levels of service at the study area intersections. Levels of Service A capacity analysis was conducted for the A-M. and P.M. peak hours at the study intersections using the Circular 212 planning methodology with operations capacities. The intersection capacity used for the analysis is 1,800 vehicles per hour. This method is based on the relationship of critical movement volumes through an intersection to the theoretical capacity of that intersection. The calculation of volume-to-capacity ratios (V/C ratios) reflect a maadmum sum of critical volumes of 1,800 vehicles per hour at a two-phase intersection, 1,710 vehicles per hour at a three-phase intersection, and 1,650 vehicles per hour at a four-phase intersection. Table 1 provides the Level of Service definitions. The study intersections consisted of the following: 1) Concord Avenue/Contra Costa Boulevard 2) Concord Avenue/1-680 northbound ramps 3) Concord Avenue;Diamond Boulevard 4) Concord Avenue/John Glenn Drive 5) Concord AvenueiStanwell Drive 6) Concord Avenue/Via de Mercados 7) Concord Avenue,'Market Street - SR 242 8) Pacheco Boulevard/I-680 southbound ramps 9) Diamond Boulevard/Burnett Avenue 10) Willow Pass Road,1-680 southbound ramps 11) Willow Pass Road/1-680 northbound ramps 12) Willow Pass Road/Diamond Boulevard �... 2 Interim iWatenals on Highway Capacity., Transportation Research Board, Circular No. 212, ff Washington, D.C., January, 1980. P91134-01:A 8 0 Pin DKS Associates L ` Table 1 Level of Service Definitions Signalized Intersections Vehicle Volume to Level of Delay Capacity Service (secs.) Ratio Description A <5.00 0.00-0.59 Free Flow/Insigniticant Delays: No approach phase is fully utilized by traffic and no vehicle waits longer than one red indication. B 5.1-15.0 0.60-0.69 Stable Operation,/Minimal Delays: An occasional approach phase is fully utilized. Many drivers begin to feel somewhat restricted within platoons of vehicles. C 15.1-25.0 0.70-0.79 Stable Opemtion/Acceptable Delays: Major approach phases fully utilized. Most driven feel somewhat restricted. D 25.1-40.0 0.80-0.89 Approaching Unstable/Tolerable Delays: Drivers may have to wait through more than one red signal indication. Queues may develop but dissipate rapidly, without excessive delays. E 40.1-60.0 0.90-0.99 Unstable Operation/Signiricant Delays: Volumes at or near capacity. Vehicles may wait though several signal ! cycles. Long queues form upstream from intersection. fF >60.0 N/A Forced Flow/Faccessive Delays: Represents jammed conditions. Intersection operates below capacity with low volumes. Queues may block upstream intersections. Source: Highway Capaciry.usual,Transportation Research Board. Special Report No.209, Washington D.C., 1985. These study intersections were determined by Contra Costa County and the City of Concord. The capacity analysis conducted for the existing conditions scenario serves as one method of comparison of the impacts of the project to the existing street network. Existing AM. and P.M. peak hour traffic volumes were provided from two sources: 1) The City of Concord and 2) The Buchanan Field Airport Master Plan EIR. The existing peak hour volumes are shown in Figures 2 and 3. ?91134-01/'A 9 ,sociat �', 774 vKSf Q Neo 200 $ sn� c � Suve, �t ^ .�-e,i 75 242 m y 4177 � h ♦ . Ca a yoiAi � JJ, lid,� 16 Ot , l+ s y s r� ► 'h~' `3 ff� t t NAV'�k l F�9u K a pv A Gond`k�ons • soclates �, ,574 f O ` 6 a�\� 1 + rt,73 r • ��,��� t �' 1 S 192 -N �8 j lk \607 12 \ 9iyriti► �J G°C�' �� Q Su••e, a'� +—S4i \ Ilk o a, m` tan--+ 340-4 OpJ .r n •�;�ti 1 ze`5J' �. AP \ / 0 h 1 ,i \ vte 3 UR vo�v�ES \� �9 PM QEaK No d�tjoins G �� �X;5tin9 1 \ \ DKS Associates 3. Future Conditions To evaluate the impacts of the proposed project, the costing conditions were compared to the future analysis scenarios. ?his section forces on the analysis of project-reiated impacts on study area roadways and intersections. Project Trip Generation and Distribution The trip generation rates and trip distribution percentages for the proposed project were taken from the Buchanan Feld Airport Master Plan EIR and subsequent studies.-3 Table 3 shows the trip generation rates by land use- The "pass by" percentage ;eduction used for the airport Master Plan EIR for the proposed retail/commercial uses was 3o percent. For this anai-ysis, the "pass bv" reduction factor was reduced from 30 percent to 15 percent to be more conservative. 'This reduction factor was applied to the trip rates for the ,etail/commervai uses with the exception of the discount retail (PACE Club) warehouse, whkc was assumed not to have any 'pass by' trips.; The ro'ect would enemte about 9. '0 daily trips with about 150 trips duricg the Alit. peak P 1 g hour and about $20 trips during the P.M. peak hour. For this analysis, the project rips were derived from the traffic analysis for the Airport Master Plan EIR- This FIR analyzed about ;?0,000 svuare feet of retail/commercial uses on the proposed project site ;Parcel A). The project trips from this analysis were extracted and factored dc'4n to reflect the smaLle, size of ithe proposed project. f FUTURE 'I'RAMC CONDITIONS The following sections discuss the unpacts of the proposed project on existing and future traffic. Existing Plus Project Conditions The vehicle :rips estimated to be generated by the proposed project we;e added to the e—;stir.g traffac volumes at the study intersectioos based oc the distribution documented in the airport .Master Plan EIR. The tnp distribution assumpuers are as fc;ows: 3 Revicx of the 3uchanan purport' Master Plan ETR for C,ntra C.;sta County, by TJ131 Trarmponaucr, Consultants, Apnl, 1991. assurnpdon is consistent R-itb sut-se,aent srudics for tate -Rucnanan Field AL-,?orr 3fa.ter P!�:n EIR ?911 s4-0 I!A 13 DfCS Associates Table 3 Project Trip Getreradon .- A.Ni. Peak Hoar •- — P.M. Peak Hour — Daly Trip Trip Trip Rate) Daily Rat.e1 Split Trips Rate/ Soffit Trips Land Use Size Unit Unit T::ps L'tlit In/cut la/Out Unit Im'Out In/Out Discount log KSF 48.6 5,:A9 0.49 $7/13 46/1 3.89 56,'44 Z351l&S Warehouse Retail 43 KSF 93.4' 4.016 234' 10/30 -Nag 915• 491x1 19s/�02 Stores TOTAL 9,W 116/37 430/387 a 1 t red== for' ,�ssuaa S pcsrcn ;,ass Sy' Ln pL Souses; 7: 224 T-2=poradon C-=uI=L9 C-n=a Costa CO�mtr. • 30 percent toifrom the norh along I-680 • 10 percent toifrom the east along SR 4 • 20 percent toifrom the east along Concord AvenuciGalindo Street 24 percent totfrom the south along I-690 • 6 percent toifrom t}:e west along Taylor Boulevard • .4 percent toifrom the west along ailipancingo Parkw2y • 1 percent totfroct the west along Center Avenue • 2 percent toifrom the south along Contra Costa Boulevard • 3 punt toif:om the south along Market Street Figures 4 and 5 shows the existing plus project volumes for both peak hours at t5e study intc:-sec�aons. Table 4 compares :he Im!s of service and V/C ratios of the existing conditions with and without the project_ The project would not change the levels of service ar a,,y of the study f i inten�sections during the kM. peal hour, but during the P.M. peak hour, the levels of service would change at :coo locations: Concord Avenue/Contra Costa Boulevard would cha.^.ge from LOS B to LOS C and Concord Avea=Diarnond would change from LOS A to LOS B. X11 of the study intetsectioas would c:,nEnue .o operate at LOS C or better. P91134-01/A 14 C1 , e- 0 • 330 J j<S 119 No SS t �1�arr. 200 '� R \ O 13loo �'�f� 1 _ N ~ VP 0J \\ N:�Y� .ter a`' •� 4� \ 42 J t °yfr' J \ /4 X17 i 1 ,p t �0` R�5 \ s P1a1e�t cOT\d`t\ot,5 •,\ �x�stln9 \ r ti 27 ss__v sQCia .� �� S As � - D a-J Q y 2139 ,82 -^• ,e� \ `M1�e, c prom gni 9 co � c N • \ Is ��� Ly Brpadway :1E t 607 92 Sol \ A r 400 —a It i' \ ,161 yy e'1y sj,� h •`` �s♦ e t O e�S�3' S � hh � 1 r \ \ use � ora �oLuM 5 s p`oSect Co�d °�5 Pi EX�St`n9 , \ i, t '2 ?0 r RCWKS AMSSGC • P�+Gc . 005 I , DKS Associates ITable 4 Level of Service Comparisons Project Conditions - AM Peak Hour -- - PM Peak Hour - Withoat With Without With I Projekt Project Project Project Intersection LOS V/C LAS V/C LOS V/C LOS V/C I� Pacheco Blvd/1-680 SB Ramps A 0.45 A 0.46 A 0.59 B 0.63 Concord AvelCoaua Costa Bhd A 0.53 A 0.55 B 0.69 C 0.74 Concord Avel1-680 N'B Ramps C 0.73 C 0.78 C 0.71 C 0.77 Concord Avc/Diamond Blvd A 0.42 A 0.43 A 0.57 B 0.61 Ccmcord Ava7ohtt Glenn Dove A 037 A 038 A 0.48 A 0-59 Concord AvclSemndary Driveway A 017 A 0.42 Concord AveJStanwell Drive A 0.45 A 0.46 B 0.62 B 0.65 Concord Avc4Vla de Metrados A 033 A 033 A 0.58 A 0.60 Concord AvuHwy 242-Market St B 0.62 B 0.62 C 0.77 C 0.78 Diamond BlvdlBurmett Ave A 0.17 A 0.17 A 035 A 035 Willow Pass Rd/I-680 SB Ramps A 0.35 A 0.35 A 0.52 A 0.52 Willow Pass Rd/I-630 NB Ramps A 0S7 A 0.5-1 B 0.69 B 0.70 Willow Pass Rd/Diamood Blvd A 0.46 A 0.46 C 0.76 C 0.77 Existing Plus Approved Dcrelopments (Without Project) Approved Developments. A:Iisting of the approved developments in the vicinity of the pro = and their respw2ve trip generation rates are shown in Tabic 5. Figure 6 shows the locations of these approved developments. During the A.yL peak hour, the approved developments are projected to generate about 430 trips and during the P.Nt peak hour about 770 trips Programmed Improvements. For the approved development scenario, the programmed roadway improvements were assumed to be in-place_ Figure 6 shows the Citys pregram.med improvements in the vicinity of the projeto The programmed improvements are as follows: S P:ogramrted improvement list taken from Home Depot Tra, c SA N, try TSP Transportation Consultanu. October, 1989. i - P9t 13+-otiso 17 MAY 22 ' 91 12: 21 FROOKS ASSOC - PAGc . 006 DKS Associates uAAFT Table 5 Trip Geaeradon Approved Derelopments — A.bi. Peak Hour -- — P M. Peak Hoar.— Daily Trip Trip Trip Rats! Daily Rate/ Split Trips Rate! Spilt Trips Land Use Size Unit Unit Trips Unit LWOut IWOuc Unit InfOnt IWO= Home Depot 102 KSF 413* 4,= 0.41• 87/13 37115 330' 56/44 190/149 Querio Light 66 KSF 7.0 462 0.97 88/22 SO 1.O4 1288 8116 Industrial Acura Car 24.9 KSF 60.0 1,494 4.80 60140 72148 2-49 40/60 60,90 Dealership & Repair Facility Mt. Diablo 53.2 KSF 7.0 373 0.97 88/12 45x6 L04 1ZW 7149 School Distria Maintenance Facliry Office Caub 19.6 KSF 20.6 464 2.51 87113 43x6 Z.60 16184 $143 Marriott 130 Rooms 8.7 1,33 0.71 66134 .0136 0.66 54/46 54146 Residence Inn Total 323V109 32'1438 Ate,...es a 15 pm=t rW imam for';&u b>O Sipa Sour= iaurtute cl 7 iospanz6oa EV--,=u Trp CSvradaon, WVtZdira.+. In-,; 2nd —4.-KM TrImpartatioe Czasr—:tamm i._ P91:3;-0jJA 18 i 9 0 DKS Associates a�. it Project w. � o Sfte " cd A ve. * B c�`e� ��• O S adwa /fee 24 2 a 6dv Bi p ° Q aS5 I n 0 N A Ouerio Light Industrial B Acura Car Dealership C Ml. Diablo School District (Maintenance Facility) C:) D Office Club E Marriott Residence Inn 680 F Home Depot Figure 6 Source: APPROVED PROJECTS Home Depot Trattic Impact Study & CITY'S CAPITAL by TJKm Transpor'ation Consultants IMPROVEMENT PROGRAMS DKS Associates DRAFT • Replace I-680 northbound off-ramp at Concord Avenue with northbound on and ofd' ramps at Burnett Avenue. The existing northbound on-ramp at Concord Avenue will remain. • Extend Diamond Boulevard north from Concord Avenue to Marsh Creek Road near Center Avenue. • Signalize the intersection of Diamond Boulevard/Burnett Avenue. The peak hour traffic generated from the approved developments were distributed onto the future roadway network based on the project's distnbution as well as existing travel patterns. The traffic volumes associated with the approved developments added to existing volumes are shown in Figures 7 and 8. A capacity analysis was performed with existing traffic volumes plus projected traffic from the approved developments. The traffic conditions for this scenario were compared with and without the project (see Table 6). With approved developments, but without the project, the levels of service would not change at any of the study intersections for both peak hours. All would continue to operate at LOS C or better. Existing Plus Approved Developments Plus Project The traffic estimated to be generated by the proposed project was added to the existing plus approved development traffic volumes for this scenario (see Figures 9 and 10). A capacity analysis was then performed with existing traffic volumes plus projected traffic from the approved developments plus project generated traffic. The project traffic would not change the levels of service at any of the study intersections during both peak hours with the approved developments in-place (see Table 6). All would continue to operate at LOS C or better. Cumulative Traffic Impacts Trane Volumes. The cumulative year 2000 AM. and P.M. peak hour traffic volumes at the study intersections were obtained from the Airport Master Plan EIR. These volumes were provided by the City of Concord which were developed using the City's traffic accounting model "Catnap". The cumulative traffic volumes represent the projected year 2000 volumes with approved.and proposed projects. Figures 11 and 12 show the projected year 2000 AM. and P.M. peak hour cumulative traffic volumes, respectively, with the project generated traffic added. �— 1>91134-01/A 20 0 pKS ocla .- • tir 4 dt SO Sims tel' J J I / oI� j l r < 3,s p a2 r ,7S Z 431 107 �9 Qac � tea. «�4P'�♦�` 680 e♦b 7 `LIMES 1 'Figure EA� HOUR oved p�ole�ts �1 E$t1n9 Pi prole ithpyt P 1 1 D D 11 „n X S P'Ssocia�� «•,r'''te � • ♦♦ � �1241 s 4b a/ ►�' ;'b, 8 ; oaaw4y 60� is ti �� Go { Svre� i d"s 2 S?) a t4$6-4 8Q � 5 by tea. 401. ~fitb $ f Y 1 t ,l to 8 vo`UMES e-ts p`M pep, Mosapp�°vel pro1 �X�stin9 pptol�ocl �w\thou c� 4 330 o, .-At ISIS o �t 4i �JaCwaY • o `3"S INC s O .z � tam m a` An o x toe—s �,y y l sr Jj ire '�t��► 680 Figure g RpVR ed Proleots pM P�pK bus pPPr°v EVA stM9 P prodectl l`N�h D D sb :, SSQCiat es r 110 r t15i �5 142—1 K R sn• 5 ILI a sol �y , '� Go Suns. •• ,—an a2 m a` 1527 S / OtA 1' UMES P�gv( AO ks "0 V(�yed P(o1er- � P P ��gt1n9 PWg tl P with P(oleo D D K S SSQ�Iat A - ..i �.► �l�� ��00 .-zp,l 'r 3S2 so a a,o.aw 1 C /411 N ,SSI.-► h 1� \ � � ►stir" \ uMSS F�9ut a 11 NOVR V 00 s PM PE�'K a coin fan P Cv'��1atrolectl lW nth \ i I1 N 0 �� A �~ ~` 3t i�� � 276 �.► � 1 sn ell Vv it , 41 �j� 4 24 A sb v t9ss—ti a n g x ...Lr 'S6 h ✓1 • t,0 S ski 1 . � d bti �b �. OL10 G°(NdWo \ F19�s° tit NOVR vUs PM PEAK ve ,,� Cumui�ti e°tl i `*WN pc°1 't �r .r F T � DKS Associates DOoA Table 6 Level of Service Comparisons ( Existing Conditions pilusApproved Developments 1 --- AM Peak Hour - -- PM Peak Hour - Without With Without With Project Project Project Project f Intersection LOS V/C LOS V/C LOS V/C LOS V/C Pacheco Blvd/1-680 SB Ramps A 0.45 A 0.46 A 0.59 B 0.63 Concord Ave/Contra Costa Blvd A 0.51 A 0.51 B 0.67 C 0.72 Concord Ave/I-680 NB Ramps A 0.39 A 0.40 C 0.37 A 0.43 IConcord Ave/Diamond Blvd B 0.62 B 0.67 C 0.78 D 0.81 Concord Ave/John Glenn Drive A 0.38 A 0.39 A 0.49 A 0.58 I Concord Ave/Secondary Driveway - -- A 0.28 - -- A 0.43 Concord Ave/Stanwell Drive A 0.46 A 0.46 B 0.63 B 0.66 Concord Ave/Via de Mercados A 0.33 A 0.34 B 0.62 B 0.65 I Concord Ave/Hwy 242-Market St B 0.63 B 0.65 C 0.78 D 0.81 Diamond Blvd/Burnett Ave C 0.74 C 0.75 A 0.60 A 0.65 Willow Pass Rd/I-680 SB Ramps A 0.36 A 0.36 A 0.53 A 0.53 Willow Pass Rd/I-680 NB Ramps A 0.59 A 0.59 C 0.79 C 0.79 Willow Pass Rd/Diamond Blvd A 0.48 A 0.48 C 0.80 C 0.80 4 Cumulative Roadway Improvements. For the cumulative scenario, several roadway improvements are proposed in the vicinity of the project. The following roadway improvements were assumed for the cumulative scenario:6 • Installation of northbound on and off ramps at I-680Burnett Avenue • Extension of Diamond Boulevard from Concord Avenue to Marsh Creek Road • Installation of a northbound loop on-ramp at I-680/Willow Pass Road • Installation of northbound on-ramp and southbound on- and off-ramps at Willow Pass Road/SR 242 6 From the Nome Depot Traffic Saud-, by TJKM Transportation Consultants, October, 1989. P91134-01/A 27 I .. I 0 MIAFT DKS Associates - Installation of a northbound loop on-ramp at Concord Avenue/SR 242-Market Street - Galaxy Way Ovcrcrossing at the Walnut Creek Channel - Via de Mercados Overcrossing at Pine Creek - Installation of southbound on- and off-ramps at Commerce Avenue/'SR 242 Intersection capacity analyses were performed with the year 2000 projected volumes with and without proposed project traffic volumes. Table 7 compares the cumulative levels of service f at the study intersections for both peak hours under this condition. Table 7 [ bevel of Service Comparisons Cumulative Conditions I -- AM Peak Hour --- -- PM Peak Hour --- Without With Without With Project Project Project Project I Intersection LOS V/C LOS V/C LOS V/C LOS V/C I Pacheco Blvd/1-680 SB Ramps F >1.0 F >1.0 E 0.96 E 0.99 Concord Ave/Contra Costa Blvd F >1.0 F >1.0 F >1.0 F >1.0 Concord Ave/I-680 NB Ramps C 0.76 C 0.77 B 0.63 B 0.66 Concord AveiDiamond Blvd B 0.64 B 0.65 D 0.88 E 0.92 Concord Ave/John Glenn Drive A 0.51 A 0.53 F >1.0 F >1.0 Concord Ave/Secondary Driveway - -- A 0.39 - - B 0.61 Concord Ave/Stanwell Drive A 0.46 A 0.46 B 0.63 B 0.65 Concord Ave/Via de Mercados A 0.50 A 0.50 D 0.84 D 0.86 Concord Ave/Hwy 242-Market St E 0.93 E 0.94 D 0.89 E 0.91 Diamond Blvd/Burnett Ave B 0.68 B 0.69 F >1.0 F >1.0 Willow Pass Rd/1-6W SB Ramps C 0.71 C 0.71 D 0.81 D 0.82 Willow Pass Rd/I-680 NB Ramps E 0.92 E 0.92 E 0.91 E 0.91 Willow Pass RdiDiamond Blvd B 0.67 B 0.67 D 0.88 D 0.89 During the A.M. peak hour, without the proposed project, two intersections would operate at LOS E and two at LOS F. The intersections of Concord Avenue/SR 242-Market Street and Willow Pass Road/I-680 NB ramps would operate at LOS E and Pacheco Boulevard/I-680 SB P91134-01iA 28 DPAFT DKS Associates ramps and Concord Avenue/Contra Costa Boulevard would operate at LOS F. All the other study intersections would operate at LOS C or better during the A.M. peak hour. The levels of service at all the study intersections would not change with project traffic added during the A.M. peak hour. During the P.M. peak hour, without the proposed project, two intersections would operate at LOS E, and three at LOS F. The intersections of Pacheco Boulevard/I-680 SB ramps and Willow Pass Road/1-680 NB ramps would operate at LOS E, while the intersections of Concord Avenue/Contra Costa Boulevard, Concord Avenue/John Glenn Drive, and Diamond Boulevard/Concord Avenue would operate at LOS F. With the proposed project, the levels of service would remain the same at all the study intersections with the exception of Concord Avenue/SR 242-Market Street, which would deter from LOS D (0.89 V/C ratio) without the project to LOS E (0.91 V/C ratio) with the project. Mitigations for this intersection as well as the project access intersections are described in Chapter 5. OFF-SITE PROJECT CIRCULATION This section describes the off-site circulation needs of the proposed project including stacking capacity at the project driveways, accelerationMeceleration lanes, and the recommended minimum storage lengths for left turn pockets at the project access driveways. Stacking Capacity At John Glenn Drive, along the southbound approach, the site plan indicates storage of about 500 feet. This would be more than adequate storage for future peak hour traffic volumes along this approach as the minimum storage needed would be about 250 feet. At the secondary driveway along Concord Avenue, the site plan indicates a southbound egress storage of about 150 feet, which would be adequate for project vehicles leaving the site during both peak hours. Acceleration/Deceleration Lanes With signalization of the secondary project driveway, an acceleration lane for southbound right turning vehicles onto westbound Concord Avenue would not be needed since this movement would be signal controlled. However, a right turn deceleration lane is recommended for westbound right turning vehicles entering the project site with a storage length of at least 150 feet. This lane would allow the right turning vehicles to move out of the through traffic stream thereby not disrupting signal progression along Concord Avenue. Left Turn Storage Lengths T;�e left turn storage lengths are based on the 90th percentile queue length which is the queue length that is expected to be exceeded only 10 percent of the time during the critical peak hour. P91134-01/A 29 I i `J 00 6FT DKS Associates Based on this 90th percentile queue, it is recommended that the left turn storage pocket along Pe 9 8 P� 8 the southbound approach at John Glenn Drive be striped for a length of at least 250 feet per lane. For the secondary driveway, the left turn storage pockets into and out of the project site should be striped for a length of at least 150 feet per lane. The recommended geometrics for these two project driveways are discussed in detail in Chapter 5, Mitigations. E TRANSIT The need for additional bus stops and/or bus turnouts was analyzed. Because the existing bus line currently makes a westbound left turn from Concord Avenue to southbound Galaxy Way, a bus turnout for an additional bus stop would force the westbound buses to attempt to clear �= three through lanes.along westbound Concord Avenue to make the left turn at Galaxy Way. This movement would make the installation of a bus stop at the project site a potential hazard. This is assuming that the existing bus routes do not change along this corridor. A current bus schedule is contained in Appendix B. I P91134-01/A 30 I_ s • DKS Associatesv /51 F T 4. Signal Timin&Trogression Analysis Signal progression analyses were conducted along Concord Avenue between the I-680 ramps and SR 24ZMarket Street- The following intersections were included in the progression analyses: 1) Concord Avenue/Contra Costa Boulevard 2) Concord Avenue/I-680 NB ramps 3) Concord Avenue/Diamond Boulevard 4) Concord Avenue/John Glenn Drive 5) Concord Avenue/Stanwell 6) Concord Avenue/Via de Mercados 7) Concord Avenue/SR 242-Market Street 8) Concord Avenue/Project Driveway (Proposed) The analyses consisted,of determining whether the current signal coordination along this arterial could be maintained as a single system or whether they would have to be separated into different subsystems for the most optimal and efficient operation. 1 The determining factor in deciding which intersections should be coordinated as a system is the t minimum cycle length that can be achieved at the most critical or congested intersection(s). Once this minimum cycle length is determined all the other intersections in the system are run I at this cycle length. 'Mere are those cases where the most critical intersection(s) in a system would require a higher cycle length than all the other intersections. In these cases, it is often more advantageous to coordinate the entire system at a lower cycle length and allow the critical I intersection(s) to run "free" or "uncoordinated" during the peak periods. An intersection running 1 "free" or "uncoordinated" refers to an intersection that is not coordinated with any adjacent signalized intersections and operates only under vehicle demand at the intersection. f . For a coordinated system of intersections, several factors are employed in determining the effectiveness of achieving an optimized system. These factors are known as the measures of effectiveness (MOEs). The MOEs used for this analysis are the average delay (seconds per vehicle) and total uniform stops (vehicles per hour and percent of total vehicles). The average delay is calculated by dividing the total delay on the roadway by the total flow. Stopped vehicles refers to the,total number of stopped or queued vehicles per hour. Signal timing optimization and coordination for each scenario was performed using TRANSYT- 7F, a traffic network computer modeling program. The existing signal coordination along Concord Avenue was conducted in the 1940 City of Concord FETSIM project. Thus, the Concord Avenue system model used for this analysis was adapted from the City's 1990 FETSIM project. The model was calibrated to represent observed field conditions for both peak periods. P91134-Ot/A 31 L DKS Associates `= J r- All model parameters were held constant (i.e. lane geometry, degrees of saturation) unless future improvements are programed for an intersection. The progression analysis also evaluated the feasibility of construction of an addition traffic signal between the intersections of Concord Avenue/John Glenn Drive and Concord Avenue/Stanwell Drive, about 700 feet to the east of John Glenn Drive. The proposed intersection would provide exclusive access to the project site from Concord Avenue. The progression analysis was conducted for each scenario with and without the project driveway. Table 8 summarizes the MOEs for each scenario and brief descriptions for each scenario follows. For each future scenario, the Concord Avenue at Contra Costa Boulevard, 1-680 NB ramps, and SR 242-Market Street would require a higher cycle length than the coordinated intersections and were left running in the "free" or 'uncoordinated" mode. This was done because incorporating these intersections into the coordinated system would force a higher system cycle length causing increased delay for the minor streets with small improvements to vehicle progression. At present, these three intersections are running "free" due to intersection capacity constraints. The time-space diagrams for the system are provided in Appendix A. Information regarding current signal timing were provided by the City of Concord staff. Existing Conditions. Four intersections are currently coordinated along Concord Avenue during the A.M. and P.M. peak periods. Concord Avenue's intersections with Diamond Boulevard, John Glenn Drive, Stanwell Drive and Via de Mercados are operating at 80 second cycle lengths during the A.M. and P.M. peak periods and have east-west progression along Concord Avenue. The remaining three intersections are operating in "free" or "uncoordinated" mode. l Existing Conditions plus Project Signal coordination with project traffic but without the signalized secondary project driveway would be possible with good vehicle progression. Minor impacts would occur to the existing coordinated systems for both peak periods. If the signalized project driveway is included, the effect on vehicle progression would be minimal. The addition of the signal would allow the formation of larger vehicle platoons explaining the decrease in average delay in this scenario compared to without the driveway during the P.M. peak hour. Although the amount of total stops increases for the whole system, the project including the driveway would reduce delays for the overall system. Existing plus Approved Developments plus Project The addition of the signalized project driveway would have minor impacts on signal progression. Total stops would experience an i. increase of less than one percent during the A.M. peak hour and a four percent increase during the P.M. peak hour. P911�4-0tiA 32 I ................ ............ J t doO tax , r f i a0 P •, �L Q ^y J P m c vk i � 40 y b• f+ G r � • y �O_ y�' � 4 ?` e o 40 s t ` v+ a + z v H y + a ,1 DRAFT DKS Associates Average delay would increase less than one percent for both peak hours, with the addition of the signalized project driveway. Cumulative Conditions plus Project The project was assumed to include construction of the signalized project driveway in this scenario. Evaluation of the progression analysis indicates that "fair" vehicle progression would be obtainable along Concord Avenue. Increased vehicle delays would be experienced-on the side streets due to increased congestion along Concord Avenue. However, within the coordinated signal system, no individual movement would be at jammed or forced flow conditions. In summary;.the construction-of the project driveway would have minor impacts on signal progression. Comparing the project with and without the project driveway, the project with the driveway would increase the amount of total stops for the system, but average delay would decrease. The project with the driveway would reduce delays at John Glenn Drive, thus reducing average delays for the whole system. In addition, the signalized driveway would alleviate any congested conditions at John Glenn Drive by providing for more equal ingress/egress patterns at the project site. I { P91134-01/A 34 l D A.F DKS Associates 5. Mitigations This section identifies transportation improvements suggested to mitigate the impacts at study intersections caused by the proposed project. Some of these mitigation measures are already built into the proposed project or are programmed future improvements at the study intersections. These are identified below. Mitigations included in the project: • An additional signalized intersection along Concord Avenue about 700 feet to the east of John Glenn Drive is proposed as part of the project. -'This intersection would act as the secondary access driveway for the project. The intersection lane configuration should consist of: one left turn lane along all approaches, one northbound and southbound through-right lane, two eastbound through lanes, one eastbound through- right lane, three westbound through lanes, and one westbound right turn lane. • At the intersection of Concord Avenue/John Glenn Drive, the southbound approach should consist of one two left turn lanes and one through-right lane for a total of three approach lanes. In addition, a second eastbound and westbound left turn lane along Concord Avenue should be added. The additional eastbound and westbound left turn lanes were identified in the Airport Master Plan EIR.' IMitigations not included in the Project: 4 • At the intersection of Concord Avenue,SR 242-Market Street, the southbound approach should be restriped to include one left turn lane, one through-left lane, one through lane, and one "free" right turn lane. This mitigation would improve the level of service from LOS E (0.91 V/C ratio) to LOS D (0.87 V/C ratio) for the Year 2000 cumulative scenario. Future roadway improvements have been identified at this intersection, but have yet to be programmed The mitigation measures identified here assume the future .improvements to be in place. Chapter 3 describes these future roadway improvements at this intersection. • At the intersection of Concord Avenue/John Glenn Drive, a second northbound right turn lane along John Glenn Drive should be added. The additional right turn lane would be needed to accommodate the projected cumulative volumes for this movement during the P.M. peak hour (about 700 vehicles). This mitigation along with the Mitigations described above for this intersection would improve the level of service during the P.M. peak hour from LOS F (1.18 V/C ratio) to LOS D (0.83 V/C ratio). Buchanan Field Airport Master Plan DE1R, October, 1989, p. III-84. "1134-01A 35 i . 111RAFT DKS Associates At the intersection of Concord Avenue/SR 242-Market Street, the mitigations identified here would mitigate the intersection to LOS D. However, the mitigations would not be needed according to guidelines in Policy and Procedure 144 which allows levels of service or traffic up to 94 percent of capacity for intersections in the Central Business District. In addition, at Concord Avenue/John Glenn Drive, the added project traffic would not impact the intersection by changing the level of service as it would operate at LOS F without the project. T'he mitigations were identified at this intersection to allow it to operate at an acceptable level. I , I i f i P9 t 134-0t/A 36 r t t r APPENDIX A _ DAT T TIIE-VACE DIAGRAM FOR EXISTING • KO.JECT YITIIOJT DRIVFWT - AM FEA,C IIOLR ROUTE 110. 1 ROUTE TITLE: OOMCORD AVENUE 1" 1.660 NS TO VIA DE Wit All ►fA)C 11" TI1E AXIS It IN: SEC TIME SCALE • 2 S UMAA, DIST. SCALE 100 FT;/LINE 1 2 3 4 S 6 7 9� 10 11 MCDE 123AS67Q90123<56711901Z34S67D90123LS67>l901231567E901234S67a70123LS67>lPOIZ34S87nG0123i56711901$<56TQ401Z3<Sd7>!90 DISTANCE 1 \ I I I l 80 rs 220 FT 81 82 ;..+.+..+.+ ....... ...... ....,.......... .. 1960 FT i I I II I i i I I J 1 I p�ar�l�lrC� 1 81 3T00FT .................. ............•....................... »..�............................�•- - .- NCOE •1234567??40123456711P012345678901234567390123-4567!)901Z.31567NOl 31 1234567890123456789012345671!9012345671!90 DISTANCE 1 2 3 4 S 6 6 9 10 11 SCALE COMvERSlOm$: GREEN 1N D06M DIRECTION AVG. TIME DISPLACEMENT:. TImE/INCH • 2 • 10 (AT 10 CHAR/INCH) GREEN IN POTN DIRECTIONS 1261.36 / SPEED DIST/INCH ■ 100 • 6 (AT 6 LIMES/INCH) --• GREEN IN LIP DIRECTION •"' RED IN OWN DIRECTIONS sm i J T1ME•%PACE DIAGRMI FOR EXISTING • PMECT YITNOUT DRIVEWAY - M rfm NMIR !CUTE 00. t ROUTE TITLE: OOMCORD AVE" FROM DIAMOND {LVD TO VIA DE NERADOS - PN KM MMA TIME AXIS IS IN: SEC TINE KAU • 2 fE7/7 fT. /GALE • 100 FT/LIRE 1 2 3 4 S A 9 10 11 NUDE .1Z3i567MIZ iSbTl! I23LS6711 IZ3 567NO123AS6711401ZU567l90123<S67Vw$ 3Y567pD0123A567MIZ3456TD9012Ji567a90DISTANCE _- . !11 I«�....•• S TAID �►L.(r �+++••+•+•�+ \ /•+++e••+••+•• 220 FT l I I I 1 I I I I I I 1460 FT I I I I � I iI I I ............................................�. .......... 1 ..!..............................................«+ .. FT MODE 12345673WI23456TM1234567a901Z34567MI234S67MIZ3456 54Ta90123AS67>1 IZU567E901ZU567a901Z345671!90 DISTANCE 1 2 3 4 \ 6 8 9 10 11 SALE CDMYERSIOMS: GREEN IM DC6A1 DIRE CT IOMAVL. TIME DISPUCMNT: TIIE/INCH ■ 2 • 10 (AT 10 C U/INCH) GREEN IN W7 N D MECT10NS 1261.36 / SPEED DIST/INCH • 100 • 6 (AT 6 LINES/INCH) ... GREEN IN W DIRECTION ••• RID IN WTN DIRECTIONS i I IRAFT TIME-PACE DIAGAFR FOR EXISTINC • PWJECT UITN DRIVEWT - AN ►EMC NOLR / ROUTE NO. 1 . ROUTE TITLE: CONCORD AVENUE FROM FROM DIAMOMO TO VIA DE WRCAflOS . AM iEAK V" mot AXIS If IN: SEC TIME SCALE ■ 2 tEC/CHAR, DIST. $CALE ■ 100 FT/LINE 1 2 I A S 6 7 9 10 NODE 123t567390123i5d71140123GS6TD9G123<Sd7>l90123;56 Td901234S6Td901ZZtS6T0901Z34S6 2SL567MIZ 567390123dS6 DISTANCE ..... .............................. .................................................................. ............ i I I 81 ST7k1N��'L.� .....■•'•'+�« \ � - ...�""'' 200 FT t 34 P � �t 6f ( / �.....,+......+. 1220 FT I I \ \ I I92 :".•".'"'.•"'' •'.' •*++ 1920 FT a4 "DY 0,JP I I I \ f 3W FT NODE •123G567VOILcS6TD9012.3i5671MIZ3.65673901231567890123<567MI23i5612U567t1 l23L1(6TM12-U567"012U567M DISTANCE 1 2 3 4 5 6 8 9 10 it SCALE CONVERSIONS: GREEN IN DOW D CTION AVG. TIME DISPLACE14ENT: TIME/INCH ■ 2 • 10 (AT 10 CHAR/INCH) GREEN IN OWN DIRECTIONS 1242.73 / SPEED DIST/INCH • 100 • 6 (AT 6 LINES/INCH) --- GREEN IN lA DIR CTION RED IN SOTN DIR T10N5 R / I \ DRAFT TIME-SPACE DIAGRAM FOR EXISTING • PROJECT YITN DAIVEWT • PIN PEAKlp"m \ WJTE 100. 1 *WTI.TITLE: CONCORD AVT"e" D1moo SLVD To v4 DE 1ERCADOS • PN ►f.AK N A TIME AXIS If IN: SEC TIME SCALE J 2 SEC/ClW, DIST. SULE • 100 FT/LINE 1 2 3 4 S 6 7 d 9 10 11 NODE 123A567MI ZU5671190123456711901234567E90123456?IMI 56rMIZ3456?"123A56 1Z34567E90123A56711901Z345671190 DISTANCE ................................................... ...................... .......................................... 80 :••• v I v C� M E R c S «.,.,,,�.... 1 0 FT 81 '�;<A+l L,4 6 220 FT 13 1240 F7 I I I I I I I I I 92 I• �,^,i ri (��x��J •.es+,.+r.+.,sr.s+,+.. �++�+++e,m.s�.++„ e�+, 1940 FT I I\ I I \ I I I I I I p ohm 34 3680 FT .......................................................... .......---..---............................................ .. NODE .1234567890123-4567SWI234567MI234567E901234567MIZ3GSd 1234567a901234567a9�234567BWIZ34567D9012U567M DISTA>t 1 2 3 4 S 6 7 9 10 11 SCALE CONVERSIONS: µ+ GREEN,IN D06M DIRECTION AVG. TIME DISPLACEMENT: TIME/INCH ■ 2 • 10 (AT 10 CHAR/INCH) GREEN N BOTH DIRECTION 1254.55 / SPEED DIST/INCH ■ 100 • 6 (AT 6 'LINES/INCH) •-- GREEN I DIRECTS "' RED IN H OIRECTI A F T( f1FE•S✓'ACE DIAGRAM FOR AFPRV PROJECTS • ►ROJ. YITOW DRIMAY AN PEM ROLIN TIME AXIS It IN: SEC TIME SCALE • 2 UC/CMA, DIST. E ■ 1 /LIME 1 2 3 A S 6 9 10 11 NODE 1234567'Q90123i567S90123.4S67a901234S67S901234S67MIZ34S671MIZ3.4567MIZ3A567MIZU56711 I 7Ml23AS67M DISTANCE ._.._..... �........................ ......•........................................ ...-..-................. 0 FT 80 ..... .... 220 FT { { I I I I F I I I �o H�1 G l,�t�1►� 82 1960 FT i I { { 11 1 { { I I I { I I I l I { I I 1 I I I I I I I I I I I . ............................................ ....... ..... ............................................................ MODE 1234567MI 23L567a901234567Ml234567x90123<567590ln4S670P0123G567MI 23456711901Z34567E9012345673901Z34S67S90 DISTANCE 1 2 3 5 6 7 a 9 10 11 SCALE CONVERSIONS: GREEN IM DOW DIRECTION AVG. TIME DISPLACEMENT: TIME/INCH • 2 • 10 (AT IO.CMAR/INCH) GREEN IN •OTM DIRECTIONS 1261.36 / SPEED 01ST/INCH ■ 100 • 6 (AT 6 LIMES/IMCM) .•. GREEN IN IV DIRECTION ••• RED IX BOTH DIRECTIONS PD), A F T TIME-SPACE DIAGRJIM FOR AlfRV ►RO.JECTf • POW. YIT1101lT ORIVE%M1• FM PW N" 1: `' &M E 110. 1 ROM TITLE: CONCORD AVEW E ►ROM DIAMOND BLVD TO VIA DE 1ERCADOS • FM PEAK "MR TIME AXIS iS IN: PEC T11E SCALE • 2 IEC/CXU, DISI. 100 FT/ INE 1 2 3 A s 6 7 /a to 11 840 NDDE 123GS61123n90 A567123<567Q901231567590123i567'a9O123iS67119�01231567'a9�01`'Y`olTa901 56 1 7a9p123LS671190 DISTANCE 30 ....'..+---- 0 FT I I I 220 FT i I I I I I I I I I / i I ! 82 :•'.••"•*•"""'•"' 1%0 FT I I I I I I 1 I I � I i I M•M• 84 � • 3700 FT 1 ......................................................... ....� ...................................................... NODE 12.3A567890123<567MI234%7Ml23L567a40123L567MI23i567D9'0h73<567890123AS67D90123656789012-0567890123-4%733 DISTANCE 1 2 3 4 S 6 7 a 9 10 11 SCALE CONVERSIONS: ' 4— GREEN I D0141 DIRECTION AVG. TIME DISPLACEMENT: TIME/INCH . 2 • 10 (AT 10 CHAR/IWCM) GREEN IN ROTN DIRECTIONS 1261.36 / SPEED DIST/INCH ■ 100 • 6 (AT 6 LINES/INCH) --• GREEN IN LP DIRECTION RED IN ROTN DIRECTIONS i,. 1 DRAFTTIME-SPACE CIA" Foil IVPRY PROJECTS • POW. Y1 TN ORIVELMT - AA K/1[ 0" ROUTE 110. 1 *ME TITLE: CONCORD AYE f-680 N! TO VIA Of 1ERCADO$ - AN PEAK MOM TIME AXIS IS IN: SEC TIME • 2 C/CKU, DIST, SCALE • 100 Ft/LINE 1 2 3 4 S a 9 10 11 NODE 1234567a901234567't1901234S671!'901234567MI234567MIZ3AS67MI 234567d90123456789012345678901234S67S40 DISTANCE ................... ........ ......... .. „..................................... a0 •!IA of, MESS .... �.. 0 FT I I \ I al i«+ c� 11.1C1•1� .......�..+.+.« .a..++.....« .-- 220 FT 1 13 I."'t"' .I..+..�« 1 1` 1220 FT I I I I I � i ►1 GL,F�.1�1 I 92 ... ....+.+.+ � .... .►++.•+..�.•. .. ....... 1920 FT I I i I I I I I 84 *++�•` �+++ •*•+ l +►*• 3660 FT .................................................................`....... .................................... MODE 1234567a901234567a901234S67OW1234567E901234567MI 23<567V90123L 1 56 1234567 M 12345673901234567M DISTANCE 1 2 3 4 S 6 a 9 10 11 I. SCALE CONVERSIONS: •++ GREEN 1N DWM DIRECTION AVG. TIME DISPLACEMENT: : TIME/INCH a 2 • 10 (AT 10 CHAR/INCN) GREEN IN DOTH DIRECTIONS 1247.73 / SPEED DIST/INCH a 100 • 6 (AT 6 LINES/INCH) --- GREEN IM LIP DIRECTION RED IN •OTN DIRECTIONS 4 TIME-SPACE DIAGRAM FOR A?PRV PMECTS • ►R0.1. YITM OtIVE11AY - /M KA NOW FnlT—J`,&WI W. 1 ROUTE TITLE: CONCORD AVEMl1E FROI DIAMOIC VC VIA MEF TIME AXIS IS IN: SEC TIME SCALE • JV SCALE 100 FT/LINE 2 3 4- S 7ZEC/CXU, 6 7 a 9 10 11 OWE 12.3L5671190123A5.6711901234567D90123L567MI23<S67MI23L567MI23A567390123i567a90 23d567MI23L567D I23456TD90 DISTANCE a1 :•+•T••• 220 FT I I I \ \ I I 13 :• '�"'�'�•••'" 1220 FT 82 !. ......�.............I I 1 920 FT I I i ai ;...•.......+...r...v Hr•.w.• 3660 FT .................................................................. ............��.............................. ...... MODE 123G567890123L567a90123G567Mi 23G567a901234S67E901Z3L56789012-U567D901Z3<5671190123L567SWI23 567S9012S4567S90 DISTANCE 1 2 3 A 5 6 \7 a \ 9 10 11 SCALE CONVERSIONS: �+. GREEN IN DOW DIRECTION AVG. TIME DISPLACEMENT: TIME/INCH ■ 2 • 10 (AT 10 CHAR/INCH) GREEN IM SOTM DIRECTIONS \ 1247.73 / srEED DIST/INCH ■ 100 • 6 (AT 6 LIMES/INCH) --- GREEN IN UP DJRECTIOM •'• RED 1M DOTM DI ECTIOMS / DR ?, FT [TIME-SPACE D1AG AA FOR CL1Rx.ATIVE • PMM YITM 041VEW - AM Pm "CLOR ZWJTE 110. 1 ZETITLI: AVENUE FRdM 1-6 TIME AXIS It IN: SEC TIME SCALE • 2 SEC/CKAA, 019T. 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TIME DISPLACE)EMT: TIME/INCH • 2 • 10 (AT 10 CHAR/IMCM) GREEN 1M /0TH DIREC \ T247.73 / WEED DIST/INCH . 100 • 6 (AT 6 LIMEW INCH) •-- GREEN IM U DIRECT I •" RED IM ICTM OIRECTIONt I I Da * FT TIME-SPACE DIAGRAM FOR QX"TIVI; • PMECT YITN DRIVEWAY - PIN F•E.AG( N" ROUTE 00. 1 ROUTE TITLE: CO*CORO AVENUE nMO4ANJND BLVD TO O IA DE MERCADO$ - PH KAX NOIR \ I TIME AXIS 1S IN: SEC TIME SCALE • 2 KC✓CU , 01ST SCALE - 100 ►T/LINE ) \ 1 2 3 4 S 6 7 / • 9 10 11 / NCOE 123LS67E90123A56T890t �40 71234567E90123<567MI23AS67a40123(5673%IZ A567>1001234567MIZ3LS671190123AS67090 CIS CE .>\ ..................... .................:................------.......f....-...-----------------------..----- �--- FT 81 + 1l '�•'•• �..�rr"'• 200 FT f ( 13 I t�RO 1 / _ �......,:......... 1220 F T V;L4 VS ... ,- - Sv\-t► ' 1920 FT 54 3660 FT MODE •12X567149012345678001234 7E901234567D90123<567>?9�1234567390123456711001234567590123456711 lLUS67MI234567M DISTANCE 1 2 \ 3 4 S 6 7 6 9 10 11 SCALE CONVERSIONS: GREEN IM D06% DIRECTION AVG. TIME DISPLACEMENT: TIME/INCH - 2 • 10 (AT 10 NAR/INCH) GREEN IN BOTH DIRECTIONS 1247.73 / SPEED DIST/INCH ■ 100 • 6 (AT 6 LI.ES/INCH) -- CREEM IM 1p DIRECTION •" 10 BOTH DIRECTIONS s r t t t ` ppYENDa B 4 k � f � *•fir - ee�� 1 �} q n S s P 0.1 4 � j S Ao o� ICp C I •• off • r.�� C, Cc,SCd,� Nh'ANSAA3A'N�Al2 O C I � I LS I I I I ev .0! n v j C , n�.�n-W��.A v1 h iii:o�o 0 0 �r:.:'o 0 I I I EEE1 p _ co h N^•N r. C .01'r>N N !: yA N_N'' O O O� •� fv — K d d •i`. r:F� cc m,lm O O O O. O e I Q 4 QQ I Pp t �!ncG`,:•��-- u�Oi�. O O O dI- 0-0:P O oN..-..�-N N n n,f f f.A.A b .Q`�ro►�^R. 0 1 • Svc cv�i Oln 'cZ�.:-n �c� r. nNhv�n3Allev �le� .. O • ' OOO ^^I^^CG 40m<>'o.C> p�Q7_^NNS CtiihAlflf f1.A .O ff� _ `O O`O O 1% q CI _ • t o,n C'4 co C, IO^ ��'�m ZT1 V oc �gvvn �n�S.: - < .2<tiDICTdN,HiiMj'W f'..f)10.A ddboP11- 0 co C3 mlCr P �+ c JQ r� • .1!+ I.'+ . .m m.nl n.� o- V J �y el A A d j.?1.A.0%.6 o o.o a ti� r. i i f.. "thin l fm Amr AM • • Kaldveer Associates Geoscience Consultants z:,... .. • ,�O.r,rO LA .r,r :e i_d 9t'il.-•. .c' .�a r.r, .h.Av �:,.. . May 23 1991. .� K566-22-732, 18516 Reynolds and Brown . - 1200 Concord Avenue, Suite 200 Concord, Cali-fore ;a, 94;5.2.0 Attention: Mr. Miguel Nelson RE: UPDATED FEASIBILITY FOUNDATION INVESTIGATION PACE MEMBERSHIP WAREHOUSE CONCORD, CALIFORNIA Gentlemen: In accordance with your request, we have performed an updated feasibility foundation investigation for the proposed Pace Membership Warehouse. The accompanying report presents the results of our preliminary field investigation, limited laboratory tests, and preliminary engineering analysis. The soil and foundation conditions are discussed and preliminary conclusions and recommendations for the soil and foundation engineering aspects of the project are presented. The discussions and preliminary conclusions contained herein are based upon applicable standards of our profession at the time this report has been prepared. Copies of this report are furnished only to provide the factual data which were gathered and which were summarized in the report. We refer you to the text of the report for preliminary recommenda- tions. If you have any questions concerning our findings, please call us. Very truly yours, Q?, fESSIO* ..L 8� �y KALDVEER ASSOCIATES, INC. �` ► ExPwFs '° awr P. Goldfarb, P. E. 11.31-43 - � * Project Mana r ♦gfEOf CAI\F���\P Ronald L. B nie i LPG/RLB:pv Copies: Addressee ( 6 ) _- 425 Poland`,n/ay.Oakland.CA 94621 (415;568.4001 PAX 415.563-2205 1737 (`or'n First St•eet. Suite 3G0 San Jose.CA-;5112 '4;1436-5703 FAX =C8 436 5735 UPDATED FEASIBILITY FOUNDATION INVESTIGATION For PACE MEMBERSHIP WAREHOUSE CONCORD, CALIFORNIA I To Reynolds and Brown 1200 Concord Avenue, Suite 200 Concord, California 94520 i May, . 1991 i Kaldveer Associates TABLE OF CONTENTS Page No. Letter of Transmittal TITLE PAGE TABLE OF CONTENTS INTRODUCTION . . . . . . . . . . . . . . . . . . . . 1 SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 SITE INVESTIGATION 2 A. Surface . . . . . . . . . . . . . . . . . . . . . . 2 B. Subsurface . . . . . . . . . . . . . . . . . . . . . 2 C. Ground Water . . . . . . . . . . . . . . . . . . 3 D. Geology and Seismicity . . . . . . . . . . . . . . . 3 CONCLUSIONS AND RECOMMENDATIONS . . . . . . . . . . . . . . . 3 A. Earthwork . . . . . . . . . . . . . 4 1 . ClearingandSite Preparation . . . . . . . . . 4 • B. Foundations . 4 1'. Footings . . . . . . . . . . . . . . . . . . . 4 C. . Slabs-on-Grade 5 D. Retaining Walls 5 E. Pavements 5 I FUTURE INVESTIGATION 6 f FIGURE 1 - SITE PLAN APPENDIX A - FIELD INVESTIGATION A-1 Figure A-1, Key to Exploratory Boring Logs Exploratory Boring Logs ( 1 through 3 ) APPENDIX B - LABORATORY INVESTIGATION B-1 Figure B-1, Plasticity Chart and Data Figure B-2, Gradation Test Data I Koldveer Associates UPDATED FEASIBILITY - FOUNDATION INVESTIGATION FOR PACE MEMBERSHIP WAREHOUSE CONCORD, CALIFORNIA INTRODUCTION In this report, we present the results of our updated feasibility foundation investigation for the proposed Pace Membership Warehouse to be located on the north side of Concord Avenue and the east side of John Glenn Drive in Concord, California, as shown on the Site Plan, Figure 1 . The purpose of our investigation was to make a preliminary evaluation of the foundation materials at the site, and discuss in general terms the seismic, soil and foundation engineering aspects of the proposed development. Our firm previously performed a feasibility study for an office park on the subject site and the results of our study were presented in our report titled, "Feasibility Foundation Investigation, Airport Center Office Park, Concord, California" , dated July 8, 1985. Based on the information indicated on the Site Plan as well as on our conversations with Mr. Miguel Nelson with Reynolds and Brown, it is our understanding that the development will consist of a warehouse building with a slab-on-grade floor and a plan area of about 100, 000 square feet. In addition, single-story buildings will be constructed at the southeast corner of the site. The remainder of the site will be used for parking. Grades for the proposed warehouse be raised on the order of 2 to 3 feet and the grades for the single-story buildings will only be raised about 1/2 to 1 foot. SCOPE The scope of work performed in this investigation included a review of our previous work performed at the site, a site reconnaissance, preliminary subsurface exploration, limited laboratory testing, preliminary engineering analyses of the field and laboratory data - and the preparation of this report. The data obtained and the analyses performed were for the purpose of determining the feasibility of developing the site for the proposed use and evaluating the possible soil and foundation engineering aspects of the development of the property. Kaldveer Associates • K566--732, Page 2, 18516 SITE INVESTIGATION A subsurface investigation was performed using a truck-mounted, 8- inch diameter continuous flight hollow stem auger to investigate and sample the subsurface soils. Three exploratory borings were drilled on June 21, and June 24, 1985, to a maximum depth of 71- 1/2 feet. The approximate locations of the borings are shown on the Site Plan, Figure 1 . Logs of the borings and details regarding the field investigation are included in Appendix A, and the results of our laboratory tests are discussed in Appendix B. A. Surface The site is roughly triangular in shape, essentially level and has maximum plan dimensions of approximately 760 by 1, 250 feet. At the - time of our field investigation, the south corner of the property was occupied by a car rental and dealership company. The rental operation included several mobile trailer homes and some small to medium sized at-grade sheds and shops with metal siding. In addition, we also observed another small automobile business to the east of the rental lot and to the north is an airport parking lot adjacent to John Glenn Drive and a large hangar further to the east. All of the developed areas mentioned are covered by asphaltic concrete. The remainder of the site is vacant and probably used as agricultural land and at the present time is covered by a medium growth of dried grass and weeds. The north and east sides of the site are bordered by a chain-link fence. It I should be noted that a large water filled drainage ditch .was observed adjacent to the eastern side of the site. I B. Subsurface f The surface materials encountered in Exploratory Borings 1 and 2 were heterogeneous fills generally consisting of well-graded to loose to medium dense sands and very stiff silty clays that extended to depths of about 2 to 5 feet. These heterogeneous fills were non-engineered. The soils encountered at the surface in Boring 3 and below the fill in Borings 1 and 2 generally consisted of stiff silty clay with medium to high plasticity and moderate to high expansion potential which extended to a depth of about 3 to 8 feet below grade. Underlying these surface soils, we encountered very loose to loose silty sands extending to depths of 10 to 14 feet. Underlying the loose sands, we encountered firm to hard, silty clay which extended to depths of approximately 48 to 67 feet below grade. It should be noted that the very loose to loose sands and underlying firm silty clays are potentially compressible. Underlying these potentially compressible soils, we encountered medium dense to very dense sand with varying amounts of silty, clay and gravel and very stiff clay which extended to the maximum depth i i Kaldveer Associates K566 -732, Page 3, 18516 explored of 71-1/2 feet . Detailed descriptions of the soils encountered in each of the exploratory borings are presented in Appendix A. IThe attached boring logs and related information depict subsurface conditions only at the specific locations shown on the Site Plan and on the particular date designated on the logs. Also, the passage of time may result in changes in the subsurface conditions f due to environmental changes. The locations of the borings were approximately determined by pacing and should be considered accurate only to the degree implied by the method used. C. Ground Water Free ground water was encountered in all borings at depths of 15- 1/2 to 19 feet at the time of drilling. Boring one was left open for a period of 3 days at which time ground water was measured at a depth of 12-1/2 feet. All other borings were backfilled +- immediately after drilling. It should be noted that the borings could not have been left open for a sufficient period of time to establish equilibrium ground water conditions. In addition, I fluctuations in the ground water level may occur due to change in seasons, variations in rainfall, and other factors. j D. Geology and Seismicity i The site is partially covered by artificial fill and is underlain by Quaternary alluvial deposits consisting of irregularly stratified poorly consolidated clays, silts, sands and gravels. The San Francisco Bay Area is one of the most seismically active regions in the United States. Significant earthquakes that have occurred in the Bay Area are believed to be associated with crustal movements along a system of subparallel fault zones that generally trend in a northwesterly direction. The site is located approximately 2, 300 feet southwest, 13 miles northeast, 18 miles northwest and 32 miles northeast, respectively, of the active Concord, Hayward,. Calaveras and San Andreas fault zones. Earthquake intensities vary throughout the Bay Area, depending upon the magnitude of earthquakes, the distance of the site from the causative fault, and the type of materials underlying the site. Nevertheless, the site will probably be subjected to at least one moderate to severe earthquake that will cause strong ground shaking. However, during such an earthquake, the hazard associated with surface ground rupture is considered to be low. CONCLUSIONS AND RECOMMENDATIONS From a soil and foundation engineering standpoint, it is our opinion that the site is suitable for the proposed Pace Membership i • Kaldveer Associates K566- 732, Page 4, 18516 I Warehouse and single-story buildings. The primary considerations for foundation design of the proposed warehouse and single-story buildings at this site include the following: 1 ) the heterogeneous non-engineered surface fill material, and 2 ) the moderate to high expansion potential of the surface soils. The heterogeneous surface fills at the site are relatively weak and potentially compressible. Because of their heterogeneous nature, [ these fills could settle differentially upon loading. In addition, the material surface soils at the site appear to be moderately to highly expansive. These materials could be subjected to volume I changes during seasonal fluctuations in moisture content. To minimize possible damage to the proposed buildings, we recommend that the buildings be supported on a 3-foot thick layer of 41 imported, non-expansive engineered fill . The buildings could be supported on conventional spread footing foundations and slabs-on- grade founded on the engineered fill . Alternatively, the existing I on-site soils could be reworked; the buildings could then be supported on spread footings founded deeper than usual because of the expansion potential of the surface soils. In addition, the slabs-on-grade would be supported on a layer of imported non- expansive fill. I A detailed foundation investigation must be conducted for the buildings structure during the final design . state of the development. A. Earthwork I1 . Clearing and Site Preparation We do not anticipate any unusual problems during the site preparation and earthwork operations on the majority of the site. All the soils at the site can be readily excavated with standard earthmoving equipment. The property will have to be cleared of all obstructions including designated buried utilities, abandoned irrigation lines, trash and debris. After clearing, the site could require several inches of stripping to remove any surface vegetation, organic laden topsoil and any debris-laden soil. With the site stripped, the areas for the proposed buildings that are underlain by fill, will have to be removed and reworked. The amount of reworking will be determined during the final investigation. After reworking, the subgrade soil should be prepared for structural fill or pavements. B. Foundations 1 . Footings The Pace Membership Warehouse and single-story buildings could be supported on conventional spread footing foundations founded in a 3-foot thick layer of imported non-expansive compacted fill . Such Koldveer Associates • K5664-732, Page 5, 18516 1 footings would have to be founded at least 18 to 24 inches below the lowest adjacent finished grade. Alternatively, the buildings could be supported on reworked onsite soils. However, the footings would have to extend to depths of 24 to 30 inches because of the I expansion potential of the onsite soils. For either alternative, footings could be designed for allowable dead plus live load capacities in the range of 1, 500 to 3, 500 pounds per square foot. At these capacities, we anticipate the total and differential settlement would be within tolerable limits for the proposed structure. It should be noted that the design depth and allowable bearing pressures for. the individual buildings should be established after the development plans have been finalized and additional borings have been made. C. Slabs-on-Grade Due to the moderate to highly expansive nature of the surface soils at the site, slabs-on-grade with shallow footings and the 3-foot thick layer of imported non-expansive compacted fill can be I supported directly on the imported non-expansive compacted fill. In addition, minimum reinforcing could be required. Alternatively, if the onsite soils are reworked, the slabs should be underlain by 18 to 24 inches of imported non-expansive compacted fill. If the slab is reinforced with reinforcing bars in lieu of wire mesh the amount of required non-expansive fill could be reduced. Where floor wetness would be undesirable, the slab would have to be underlain by an impermeable membrane and capillary break. D. Retaining Wails i From a soil and foundation engineering standpoint, any dock-high retaining walls can be constructed without any unusual design problems. We anticipate that normal wall sections typical of this type of development will be required. The walls will have to be designed to resist lateral earth pressures from backfill and potential surcharge loads. These values will be provided during our final investigation. E. Pavements Pavement sections of typical thickness will probably be required. The subgrade soils will have to be appropriately prepared for the pavement section; this would include scarification, moisture conditioning and compaction of the top 6 inches. Based on the on- site material being highly expansive with an "R" value of about 5, the pavement. section for automobile parking areas would be about 2 inches of asphaltic concrete over 9 inches of Class 2 aggregate base. If site grades are raised at least one foot, the resulting pavement sections for automobile parking and light to moderate i jKaldveer Associates • K566 -732, Page 6, 18516 truck and automobile access areas would be about 2 inches asphaltic concrete over 6 inches of Class 2 aggregate base and 3 inches asphaltic concrete over 8 inches of Class 2 aggregate base, respectively. The above pavement sections are for 11 to 20 year lives. Detailed pavement studies should be made during the final investigation so that the most economical design alternatives can be properly evaluated. FUTURE INVESTIGATION We recommend that additional borings be drilled during the final foundation investigation within the buildings and proposed pavement areas, and that additional laboratory tests be performed to further evaluate the properties of the subsurface soils. Engineering analyses would be made to provide specific earthwork and foundation recommendations. Our report would summarize the field and laboratory data and would include detailed recommendations for building foundation types, depth and allowable bearing pressures as well as recommendations for grading, earthwork operations, slab- on-grade floors, lateral earth pressures and pavements. I., I i_ Koldveer Associates . � O E X of o � CD co ..-fes SS \ / t4 t4 // '-✓� 3n`y0 K566-22-732, 18516a, 1 APPENDIX A - PRELIMINARY FIELD INVESTIGATION The preliminary field investigation consisted of a surface reconnaissance and a subsurface exploration program using a truck- mounted, continuous flight hollow stem auger. Three 6-inch diameter exploratory borings were drilled on June 21 and .24, 1985, to a maximum depth of 71-1/2 feet. The location of the exploratory borings are shown on the Site Plan, Figure 1 . The soils encountered in the borings were continuously logged in the field by our representative. The soils are described in accordance with the Unified Soil Classification System (ASTM D-2487 ) . The logs of the borings as well as a key for the classification of the soil ( Figure A-1 ) are included as part of this appendix. "Representative soil samples were obtained from the exploratory borings at selected depths appropriate to the soil investigation. Undisturbed samples were obtained using a 3-inch O.D. Modified California sampler and disturbed samples were obtained using the 2-inch O.D. split spoon sampler. All samples were transmitted to our laboratory for evaluation and appropriate testing. Both sampler types are indicated in the "Sampler" column of the boring logs as designated below: MSplit Spoon Modified California Resistance blow counts were obtained with the samplers by dropping a 140-pound hammer through a 30-inch free fall . The sampler was driven 18 inches, or a shorter distance where hard resistance was encountered, and the number of blows were recorded for each 6 inches of penetration. The blows per foot recorded on the boring logs represent the accumulated number of blows that were required to drive the last 12 inches, or the number of inches indicated where hard resistance was encountered. When the split spoon sampler was used, these blow counts are the standard penetration resistance values. However, due to the large diameter of the Modified California sampler, the blow counts recorded for this sampler are not standard penetration resistance values. Consequently, these values are followed by an asterisk ( * ) on the boring logs. In order to convert these values to standard penetration resistance values, the indicated blow counts should be multiplied by a factor of 0. 56. The attached boring logs and related information show our interpretation of the subsurface conditions at the dates and locations indicated, and it is not warranted that they are representative of subsurface conditions at other locations and times. Koldveer Associates PRIMARYASIONS sYM� ECONOA Y DIVISIONS GRAVELS CLEAN GW Well graded graHls gravel-sand mixtures Mlle or no GRAVELS (/� SMORE THAN HALF (LESS THANGP Poorly graded gr"IS of grsv.+-sand matures little or n OF COARSE 5% FINES) no Ines FRACTION IS GRAVEL GM 5-11y gravels gravel-sand-1111 matures non-uustic Ines r+ LARGER THAN WITH �J Z NO 4 SIEVE FINES GC Clayey gravels gravel-s"-clay mixtures plastic fines J Z W � CLEAN Z Q W SANDS SANDS Well graded sands gravelly sandsa no little fines < j MORE THAN HALF (LESS THAN SP Poorly graded sands or gravelly sods. little or no lines ►- OF COARSE 5X FINES) J H FRACTION IS SANDS SM Silty sands sand-silt mixtures non-plastic fines SMALLER THAN WITH NO 4 SIEVE FINES SC Clayey sands Sano-clay m-■lures Mastic fines WML clayey Ino, n1c sands and very fine sg ands rock flout silt 111 tt ti SILTS AND CLAYS fine s or clay" sins with Sight puslKa lty J J C L Inoric clays of low to medium plasticity gravelly j LIQUID LIMIT IS cgans sandy clays silty clays ban clays C N LESS THAN 50% W OL Organic stns aro organic silly clays of low Plasticity Z N C 4 ^' SILTS AND CLAYS NIH Ina � sins lactic ow a dlator►laceouf fine sandy or < pp any sass elastic stns LIQUID LIMIT IS CH Inorganic clays of nigh plasticity. fat clays Z GREATER THAN 50%� OH Organc clays of medium to high Plasticity orynlc sins HIGHLY ORGANIC SOILS Pt Peat and other highly organic sols DEFINITION OF TERMS U S STANDARD SERIES SIEVE CLEAR SQUARE SIEVE OPENINGS t 200 40 10 4 3/4" 3" 12" SAND GRAVEL SILTS AND CLAYS COBBLES BOULDERS FINE MEDIUM COARSE FIN CC4r�E GRAIN SIZES F SANDS AND GRAVELS BLOWS/FOOT t SILTS AND CLAYS STRENGTH' BLOWS/FOCIT r VERY LOOSE 0 - 4 VERY SOFT 0 - 1/4 0 - 2 SOFT 1/4 - 1/2 2 - 4 LOOSE 4 - 10 FIRM V2 - 1 4 - g MEDIU%A DENSE 10 - 30 STIFF 1 - 2 8 - 16 DENSE 30 - 50 VERY STIFF 2 - 4 16 - 32 VERY DENSE OVER 50 HARD OVER 4 DAR 32 RELATIVE DENSITY CONSISTENCY f Number of blows of 140 pound hammer falling 30 inches to drive a 2 inch 0 0 0-3.1 irich 1 0) split spoon (ASTM 0-1586) a Unconfined ocrnpressive strength in tons/sq ft as determined by Iaboratory testing of approi mated by the standard penetration test CASTM 0-1586) pocket penetrometer. torvane. or visual observation KEY TO EXPLORATORY BORING LOGS ®® ® Unified Soil Classification stern (ASTM D-2487) PACE MEMBERSHIP WAREHOUSE ® Kaldvew Assoc latos Concord, California Geosclence Consultants ®® ® ACO" OCOrDO'O"«' PROJECT NO DATE EK=566-22-732 ,inlay 1991 Figure A-1 1 i Ask Daly RIG Gi1G.V :A:. gzr SURFACE E�Ev�T ON - �GGGEO 6y OF TO GROUNOWATER 1 9' (See 3) SCRtNG OIAMETER 8 1 nc~es DATE DAfLLEO o ': 3 - iii111 OESCAIPTION ANO CLASSIFICATION DEPTH < g _ N Z � CESCAIPTION ANO REbuAKS COLOR CONSIST Trp1E [[TI siity biack ✓ery CL 1 ( grading some gravel ) .an s :f` '6 9 (r oc c fragments, tin `oil, pieces of concrete) 33* 25 ( FILL) 5 Y, sc:;e silt, and .sand. o'.acic stiff GL I I I b ro,;w n (ver;, `.ir.e-to `i-e- brc,,v:, loose �... f rai:.e�1 silt _ '7 j p _9* clay sear) I CLAY, some silt, trace of sand black stiff C11 15 grev 23* 31 50 Passing 4200 Sieve = 93% i Liquid Li,-nit = 68% Plasticity index = 44% p I ..ottled very CL 20 } 19 orange stiff gr ey , 1 �5 � CL 36* 21 107 1. 4 30 (,grading sandy) 28 , ' I � 1 (interbedded Tense of gravelly 35 24* 15 sand) I f I (grading with traces of sand) 0 39 I ®® AM EXPLORATORY BORING LOG ® ® Kaldveer Associates PACE MEMBERSHIP WAREHOUSE Geoscience Consultants Concord, California L r_a���a�a c�,�,o,,on ® W ® PROJECT NO DATE BORING K566-22-732 May 1991 NO 2 f oalll RIG !' - - t{J 'Low J;Z uger SURFACE EIEVAr CIV :G ,E' 6+ DEPTH TO GROUNOWATER 19'(See Note 3 BORING O+AIM£TER 3 inches CArE :RILLEo b�?1 r 85 DESCRIPTION AND CLASSIFICATION z r _ a „ 3 � _ r _ OESCRIPTION ANO REMARKS COLOR CONSIST SCIL FEET, =w - TYPE LAY , some silt, traces of sand 14ght hard L 41 39 (continued) brown j r { i y5 t SAND, ( .,re-to coarse-grained) , orange :ery 'SC } trace, of clay and gravels (fine- brown dense 50 30 graine�? 10 i 1 Notes: ) ! 1. The stratification lines repre- sent the approximate boundaries between soil types and the transi } SS tions may be gradual. 2. For an explanation of penetra- tion resistance values marked with an asterisk ( *) see first page, Appendix A. 3. Groundwater level was 50 measured at time of drilling i ; I (grading :ine-grained,' no gravels 65 } or c;a; l grey S1 19 j i (trace of gravels fine-to coarse- _ grained, ,nter bedded clay lenses) ped e 70 22 R' ! Bottom of Boring = 711 Feet i 75 i I I I C 30 ®� ® EXPLORATORY BORING LOG Kaldveer Associates PACE MEMBERSHIP WAREHOUSE Geoscience Consultants Concord, California 4l.JL!gm.q CJ,gO,glipn PROJECT NO OA TE BORING K 566-22-731 Ma 1991 NO 2 OAlll AIG rlcllo'N J:e iger SURFACE ELEVATION - �CGGEO 8r :• DEPTH TO GAOUNOWATER 16'(gee Note 3 80AING DIAMETER 8 Incnes PATE 0a1tLE0 0; OESCRIPTION ANO CLASSIFICATION W = DESCRIPTION AHO REMARKS COLOR CONSIST SOIL TOPE } A t CLAY, siit;/, some sand (fine- i0 j to medium-gra:r.ed) grey stiff CH 6* 25 £9 j 0. . 5 j SAND, (r.,ery fine-grained) , silt,.., trey :er" / (grading so,-.ie clay, silt) iocse SIC (oradLng trace of slit, no clay) SP 10 8* i CLr.Y, wit; silt, trace of sand nctz'ec firm CL i (fine-to iedium-grained) range I back I (traces of organics) black stiff CH 15 21* 35 £6 2. 9 p _ I i (grading some silt) CL20 19* 36 £3 I 1. 6 CH I (trace of sand Lne-to coarse- �ottted orar'ge CL rai5 12 r.ecl 2 I grey F (interbedded gravel tense) clue- very re s• ff p 39 21 grey �i 3 I brown (grading trace of gravel and SOME sand fine-grained) 35 18 (interbedded gravel Tense) j -)9 stiff * I , ti � 96 99 I j. 0 I i ® ® ® EXPLORATORY BORING LOG ®® Kaldveer Associates PACE MEMBERSHIP WAREHOUSE Geoscience Consultants Concord, California • ®® ® A..Jr Iprr O Ccrua Ot,pn PROJECT NO DATE BORING I K566-22-732 May 1991 No 3 I . T DRILL RIG ;: :.�,'.V J`._ riu jer SURFACE ELEVAT,ON .�G�c^r By OEPTH TO GROUNDWATER , ., i yap �• BORING OIAMETER 8 i. P� :)ATE :)QILLED 6; 24i 85 Z - _ DESCRIPTION AND CLASSIFICATION i <.� i CL A i DEPTH Z — iEETt z i DESCRIPTION ANO REMARKS COLOR CONSIST T OIPE j:z : ; :, � ' I Z * , LA'i', some silt,- ( fine-to coarse- orange stiff CL 41 I rained) , ace of gravel (fine- brown I ' rained) (con-inued) r I (grading sandy) 11 � -45 (grading -race of sand) grey- very I CL 55*! 27 1 brown stiff j0 I ; (grading silty) light grey 55 35 brown i � I i mot:led 311 331;1 89 � 9. 2 grey- sti,f 60 i I brown � I 1 1 50* 20 I 109 112. 4 (grading- 7.'ery si1:y) b.ue- hard CL 65 311 grey L i AND, (very fine-to fine- grey very S.%j rained) dense I I —70 --j52 18 79' rcet I :inert re,resent •-.r lc-::x;-a:e oour.dar:es =e- ?en ;_.. :es ind .ne :ransit:Ons 75 , in penet.a, .._n ._ ._n:e .a,_es -ar.<ed .... Jr' Ji:?.':sK .-1 ire :ir st ra(;e. :...._xate' r'c .vas -.ensured 30 i ®® ® EXPLORATORY BORING LOG ® ® PACE MEMBERSHIP WAREHOUSE Kaldveer Associates Geoscience Consultants Concord, California A C�..f0-.0 C0,00101.0n ®® ® PROJECT NO DATE BORING 566-22-732 May 1991 No 3 • K566-22-732, 18516a, 2 APPENDIX B - LIMITED LABORATORY INVESTIGATION The limited laboratory testing program was directed toward a quantitative and qualitative evaluation of the physical and mechanical properties of the soils underlying the site. The natural water content was determined on twenty-seven samples of the materials recovered from the borings in accordance with ASTM Test Designation D-2216. These water contents are recorded on the boring logs at the appropriate sample depths. Dry density determinations were performed on eleven samples of the subsurface soils to evaluate their physical properties. The results of these tests are shown on the boring logs at the appropriate sample depths. Atterberg Limit determinations were performed on three samples es of the subsurface soils to determine the range of water content over which these materials exhibit plasticity. The Atterberg Limits were determined in accordance with ASTM Test Designations D-428 and D-424. These values are used to classify the soil in accordance with the Unified Soil Classification System and to indicate the . soil ' s compressibility and expansion potentials. The results of these tests are presented on Figure B-1 and on the logs of the borings at the appropriate sample depths. The percent passing the #200 sieve was determined on six samples of the subsurface soils to aid in the classification of these I soils. These tests were performed in accordance with ASTM Designation D-1140. The results of these tests are shown on the boring logs at the appropriate sample depths. Gradation tests were performed on two samples of the subsurface soils in accordance with California Test Method No. 202. These tests were performed to assist in the classification of the soils i. .: and to determine their grain size distribution. The results of these tests are presented on Figure B-2. Unconfined compression tests were performed on eleven undisturbed samples of the clayey subsurface soils to evaluate the undrained shear strengths of these materials. The unconfined tests were performed in. accordance with ASTM Test Designation D-2166 on samples having a diameter of 2.4 inches and a height-to-diameter ratio of at least two. Failure was taken as the peak normal stress. The results of these tests are presented on the boring logs at the appropriate sample depths. I Kaldveer Associates 60 i 50 ae C HQ 40 x I ► CL Z 30 I I .."'00" i I MH I c cn )0 or I OH I � i 10 4 CL: �nL - ML or OL 1A L 1 0 0 '0 20 30 40 50 60 10 30 90 t ) t0 .20 LIQUID . LIMIT (%) ATTERBERG LIMITS IED SAMPLE NATURAL P PASSING utiIFL KEY BORING LIQUID PLASTICITY LIpL EX SAIL WATER SYMBOL NO. t H LIMIT INDEX INCEx v0. <00 CLASSIFICA CONTENT SIEVE TICK ,feet) '> S" VSOL O 1 3 17 57 38 -0.1 89 C H 2 16.5 31 68 44 0.2 93 C H 3 3 24 51 32 0.2 76 I CH ®® ® PLASTICITY CHART AND DATA ®® Kaldveer Associates PACE MEMBERSHIP WAREHOUSE �� Geosclence Consultants Concord, California ®® ® A Cal tan a Co+oo+anon PROJECT NO. GATE Figure K566-22-732 May 1991 B-1 i i .��M�N��������M�r\•.rte �M�� •��rMM��N��M� . .��•�.SAM����l�N�� � ED SAMPLE SO I L • CLASSI F CAT ION DEPTM SAMPLE DESCRIPTION SYMBOL Grey Clayey SAND 1Yellow-Brown Me• • Fine- Grained SAND with Traces of Clay GRADATION • • Kaldveer Associates Geoscience Consultants • • • • i grdiN" • • • Majors Engineering 2535 Capitol Oaks Dr., Suite 140 Sacramento, CA 95833 FARC(916)641-7572 (916)641-7570 June 21, 1991 Dave Babcock Reynolds and Brown 1200 Concord Avenue, Suite 200 Concord, CA. 94520 Reference: Airport- Center NEC John Glenn Drive / Concord Avenue Concord, CA. Our Job #4454-04 Dear Dave, The proposed grading for your development at Airport Center will consist of moving approximately 10,700 cubic yards of dirt from the easterly portion of the site to the westerly portion of the site. This will result in cuts and fills of approximately 3 feet. No material is anticipated to be imported or exported. Sincerely, 'MAJORS GINEERING, INC. r-`-_--; David R. Driscoll qc' FS,'.,^ , l ^ RCE 24666 DRD/krk wp:4454-04 [; i An ESOP Company . . . in San Ramon, Novato and Sacramento. E'er` �' �. a{ x;sy ��I' ;..K�. { ,.;,2 i 1,C, ..:te,^. ��'/��. CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT Stages of Development Warehouse/Retail Development June 24, 1991 PHASE I Phase I of the project is proposed to consist of the construction of the 107,927 square foot, single story; major retail anchor building, located on the northwest side of the property. Phase I development is proposed to include the following: . 1. Complete building shell structure. 2. All proposed interior tenant improvements. 3. All necessary utilities, including electrical, gas, water, sewer, storm drainage, and fire protection. 4. Grading and paving of parking lot for 650 cars, including signage and striping. 5. Exterior building and site lighting. 6. Complete project and tenant identification signage. 7. Construction of off-site signage. 8. Landscaping, including planting with automatic irrigation and hardscape sidewalks adjacent to tenant's building. 9. Construction of all off-site improvements, including widening of Concord Avenue and John Glenn Drive, installation of a new traffic signal at the main driveway entrance along Concord Avenue, and the installation of new city sidewalk, curb and gutter. 10. Complete vehicular and pedestrian circulation into and through the site. 11. All undeveloped areas of the site shall be graded and rolled smooth to maintain a clean appearance until construction commences of the proposed subsequent phases. Project review and approval of working drawings and the issuance of the building permit is estimated to take no more than five (5) months from Board of Supervisor's approval ± of the Formal Scope of Development and the Lease Development Agreement (LDA). It is contemplated by Reynolds & Brown that construction of Phase I could be completed by late summer of 1992. •r 1 1 : CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT Stages of Development Warehouse/Retail Development June 24, 1991 PHASE II Phase 11 of the project is proposed to consist of a single story retail/commercial building of approximately 12,600 square feet, located at the southwest corner of the property, or alternate as included in the ERN agreement, dated March 26, 1991. The scope of the development of Phase II is proposed to include the following: ` 1. Construction of complete building shell. P 9 2. Construction of tenant interior improvements. 3. Connection to site utilities (stubbed from Phase 1). 4. Complete site work, including grading and paving, curbs, gutters and sidewalks adjacent to building. 5. Building signage. 6. Landscaping, including planting with automatic irrigation within Phase 11 of the development. It is contemplated by Reynolds & Brown that construction of Phase II would commence during the summer of 1992 with final completion approximately six (6) months thereafter. l I -2- I I • • CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT Stages of Development Warehouse/Retail Development June 24, 1991 PHASE III Phase III of the project is proposed to consist of approximately 34,900 square feet, single story, retail buildings, located east of the project entrance on Concord Avenue, or'alternate as included in the ERN agreement, dated March 26, 1991. The scope of development of Phase III is proposed to include the following: 1. Construction of complete building shells. P 9 2. Construction of tenant interior improvements. 3. Connection to site utilities (stubbed from Phase 1). 4. Complete site work, including grading and paving, curbs, gutters and sidewalks adjacent to building. 5. Building signage. 6. Landscaping, including planting with automatic irrigation within Phase III of the development. It is contemplated by Reynolds & Brown that construction of Phase III would commence during the fall of 1992 with final completion approximately eight (8) months thereafter. I -3- ..�. j;��. ��, .; �-_:; � � ry }.�;. `#�. :4' � r.. 3�� ��,, 1�r�., �� •.�i :� , ' ■ � Airport C Project & Tenant Sign Program { Reynolds & Brown I 1200 Concord Ave. Suite 200 Concord, CA 94520 415 674-8400 i i Introduction The Airport Center Sign Program has been established for the purpose of assuring professional visual graphics, imagery and communications designed to mutually benefit the center, the centers merchants and their customers. The intent is to provide sign guidelines and criteria that are necessary to achieve a visually harmonious environment. AIRPORT CENTER IDENTIFICATION SIGNS The intent of the primary center identification signing is to: 1 . Clearly identify the center and its major tenants in a compatible design with the total project. I 2. Adequately define the center's identity. i� 3. Direct traffic to the center's entrances. PERMANENT TENANT SIGNAGE IThe design of the retail tenant signing clearly identifies individual businesses to vehicular and pedestrian traffic within the project site. The design allows for individual trade/trademark style graphics within a uniform controlled and harmonious sign plan. This benefits all tenants equally throughout the center without visually dominating the architectural environment. The following pages describe the overall sign program as well as the specifications for individual signs and graphic elements to be used throughout the project. f AIRPORT CENTER Page 1.1 i Criteria Conformation to the criteria and guidelines for the Airport Center Sign Program will be strictly enforced. Any non-conforming or unapproved signing installed by the Tenant is strictly forbidden and shall be brought into conformance at the tenant's expense. Only the signs described in this document are permitted in, on and within the center. Any changes from the Airport Center Sign Program must be approved by Reynolds & Brown and Contra Costa County. Accordingly, any applications to Contra Costa County for revisions to the Airport Center Sign Program must be made by Reynolds & Brown. GENERAL CRITERIA A. PROCEDURES FOR SIGNAGE APPLICATION Reynolds & Brown shall provide the Tenant the criteria (here in) for the Airport Center Sign Program. To obtain sign approval from Reynolds & Brown, each applicant shall submit the following: 1 . Submit to Reynolds & Brown a completed sign approval application (contained within this booklet) at the noticed address as stated in the fundamental lease provisions. 2. The completed application form required by Contra Costa County. 2. Two copies of scaled drawings, one of which will be colored, including all lettering and graphic diagrams and specifications for colors, construction, materials, illumination and installation. Cross section details shall also be shown in scale along with relevant site, plot and elevation plans. One set of approved plans and Contra Costa County Application will be returned by Reynolds & Brown to the Tenant. B. CONTRA COSTA COUNTY SIGN & BUILDING PERMITS All permits required for signing installation shall be obtained by the applicant, or his agent, at applicant's expense. The applicant shall be responsible for the fulfillment of all requirements and specifications contained in the sign program. C. SIGN CONTRACTOR Any sign contractor performing work for any Tenant shall have an applicable State of California Contractors License. Reynolds & Brown reserves the option to exclude any sign contractor from performing work on the site or buildings. cc.. AIRPORT CENTER Page 2.1 I Criteria C. INSTALLATION 1 . Locations of signs: All signs or advertising devices advertising an individual use, building, or business shall be attached to the building at a location, described herein, or in attached drawings. ( 2. All penetrations of the building structure and raceway required for sign installation shall be neatly sealed and continuously maintained in watertight condition. 3. Attachments of signs to building shall be made per specifications contained herein. 4. Tenant's sign contractor shall repair any damage to the building caused by sign installation. Un-repaired damage caused by Tenant's sign and/or sign contractor, shall be Tenant's responsibility to correct at Tenant's expense. Tenant shall be fully responsible for the operations of Tenant's contractor. 5. Building permits must be secured by Tenant's sign contractor. Fabrication and installation must comply with all local building and electrical codes. 6. All contractors must be fully licensed (California Contractors License C-45), and fmust provide Reynolds & Brown with a certificate of liability insurance prior to commencing any work on the property. D. TENANT COPY 1 . All Tenant signing shall be combined to consist solely of the Tenant's trade name, logo r and recognizable trademark insignia. 2. Sign copy shall not include products or services except as it may legally be part of the Tenant's trade name, logo and recognizable trademark insignia. I 3. All signing shall have the written approval of Reynolds & Brown in each case. E. WARRANTY i 1 . The entire display shall be guaranteed by fabricator/installer for 5 years against I defects in material and workmanship. Defective parts, displays or installation shall be replaced or repaired without charge to Reynolds & Brown. All lamps, tubes, ballasts and transformers are excluded, but such parts will be unconditionally guaranteed and replaced without charge for a period of 90 days from date of ' installation. Is . AIRPORT CENTER Page 2.4 i i Sign Type Descriptions SIGN TYPE A - Freeway monument sign DESCRIPTION - This sign is to provide formal identification to the center and three major tenants. The sign is architectural in design and compliments the theme of the project's building design. Selected major tenants are identified on the sign along with the center's name. LOCATION - Northeast corner of Interstate 680 and Concord Avenue. SIZE - 87' high x 44'9" wide MATERIAL & FABRICATION - Concrete, plaster, concrete block, steel tube. ILLUMINATION - Internally illuminated (back lite) center name letters, internally illuminated (translucent face) tenant name letters, indirect illumination washing the walls. COPY - Center identification: Airport Center; Tenant identification: 3 tenants SIGN TYPE 13 - Entry drive monument signs DESCRIPTION - Provides formal identification at the entrance to the center for six major tenants. The signs are architectural in design and are intended to compliment the theme of the project's building design and are integrated into the landscaping plan for the corner. LOCATION - The signs are located at the project entrance on Concord Avenue on both sides of the drive. SIZE - 8'3" high x 39'0" wide MATERIAL & FABRICATION - Concrete, plaster, concrete block, steel tube. ILLUMINATION - Internally illuminated (back lite) center name letters, internally illuminated f (translucent face) tenant name letters, indirect illumination washing the walls. COPY - On each sign - Center identification: Airport Center; Tenant identification: 3 tenants AIRPORT CENTER Page 3.1 l i • Sign Type Descriptions SIGN TYPE C - Project corner monument sign DESCRIPTION - This sign will provide formal identification to the center and will contain no tenant names. The sign will be architectural in design and compliment the theme of the overall project building design. The sign is integrated into the landscaping plan for the corner. LOCATION - Sign will be located on the corner of Concord Avenue and John Glenn Drive. SIZE - 4'9" high x 46'0" wide MATERIAL & FABRICATION - Concrete, plaster, concrete block, steel tube. ILLUMINATION - Internally illuminated (back lite) center name letters and indirect illumination washing the walls. COPY - Airport Center SIGN TYPE D - Secondary entry monument sign DESCRIPTION - This sign will provide formal identification to the primary center anchor tenant and will contain one tenant name. The sign will be architectural in design and compliment the theme of the overall project building design. LOCATION - Entry driveway on John Glenn Drive. ISIZE - 8'3" high x 11'0" wide MATERIAL & FABRICATION - Concrete, plaster, concrete block, steel tube. ILLUMINATION - Internally illuminated (translucent face) tenant name letters, indirect illumination washing the walls. COPY- Tenant Name j AIRPORT CENTER Page 3.2 f I • Sign Type Descriptions SIGN TYPE E - Major anchor tenant building identification sign DESCRIPTION - Identifies major anchor tenant locations/buildings with internally illuminated, individual metal letters with plastic faces mounted to the building wall. The copy will be in the trade style and color of the major anchor tenant. All copy will be internally illuminated. LOCATION - One sign on the fascia of the building over the store front. SIZE - To be approved by Reynolds & Brown and Contra Costa County. Major anchor tenant must supply logo tradestyle and drawings for approval prior to permit filing. The sign area and size is to be compatible and justifiable to the dedicated sign area within the architectural theme of the building. MATERIAL & FABRICATION - Acrylic faces and trimcap retainers. .050 aluminum returns, welded .080 aluminum backs. Backs are to be smooth, with no crimping or notched edging allowed. No plywood back "channelum" type letters are permitted. COLORS - Per tenant tradestyle. ILLUMINATION - Internally concealed neon tubing, 30MA. HPF transformers. Color of tubing to be compatible with faces. COPY - Tenant name. I I i I_._ AIRPORT CENTER Page 3.3 K566-22-732, 18516a, 2 APPENDIX B - LIMITED LABORATORY INVESTIGATION The limited laboratory testing program was directed toward a quantitative and qualitative evaluation of the physical and mechanical properties of the soils underlying the site. The natural water content was determined on twenty-seven samples of the materials recovered from the borings in accordance with ASTM Test Designation D-2216. These water contents are recorded on the boring logs at the appropriate sample depths. Dry density determinations were performed on eleven samples of the subsurface soils to evaluate their physical properties. The results of these tests are shown on the boring logs at the appropriate sample depths. Atterberg Limit determinations were performed on three samples of the subsurface soils to determine the range of water content over J which these materials exhibit plasticity. The Atterberg Limits were determined in accordance with ASTM Test Designations D-428 and D-424. These values are used to classify the soil in accordance with the Unified Soil Classification System and to indicate the soil ' s compressibility and expansion potentials. The results of these .tests are presented on Figure B-1 and on the logs of the borings at the appropriate sample depths. The percent passing the #200 sieve was determined on six samples of the subsurface soils to aid in the classification of these f soils. These tests were performed in accordance with ASTM Designation D-1140. The results of these tests are shown on the boring logs at the appropriate sample depths . Gradation tests were performed on two samples of the subsurface soils in accordance with California Test Method No. 202. These tests were performed to assist in the classification of the soils and to determine their grain size distribution. The results of these tests are presented on Figure B-2. Unconfined compression tests were performed on eleven undisturbed samples of the clayey subsurface soils to evaluate the undrained shear strengths of these materials. The unconfined tests were performed in accordance with ASTM Test Designation D-2166 on samples having a diameter of 2.4 inches and a height-to-diameter ratio of at least two. Failure was taken as the peak normal stress. The results of these tests are presented on the boring logs at the appropriate sample depths. i Koldveer Associates I I 60 l I I I i 50 i X I I C HO v t X 40 i I W CL I I I ! + Z � 30 MH 00 0 20 or ' d I i OH I I 10 I 7 CL- NIL. ML or OL +A L I I I 0 0 10 20 30 40 50 60 70 80 90 14) !0 20 LIQUID LIMIT C X) ATTERBERG LIMITS SAMPLE NATURAL PASSING l'\IFL KEY BORING DEPTH PLASTICITY LrQI rO+Tv SOIL WATER SYMBOL NO. LIMIT INDEx INDEX NO 200 CLASSIFICA. CONTENT SIEVE TION -teetr N '' S'VSO I1 3 17 57 38 -0.1 89 CH 0 2 16.5 31 68 44 0.2 93 C H p 3 3 24 51 32 0.2 76 I C H PLASTICITY CHART AND DATA ®AW � �® Koldveer Associates PACE MEMBERSHIP WAREHOUSE Geoscience Consultants Concord, California ®� 4ColtanoCo,00fa+a+ PROJECT N0 DATE Figure 1<566-22-732 May 1991 13-1 Na Sam- m= �- SEEM .���.�w.www�•.������w�= .—��������������N����•�r��• CMN ���� �•�� l � am KEY SAMPLE SOIL YWASOL DEPTH CLASSIFICATION 1 SAWPLE DESCRiPTION • Grey Clayey SAND Yellow-Brown • Fine- Grained SAND with Tracesof =Awl� GRADATION TEST DATA Kaldveer Associates PACE MEMBERSHIP WAREHOUSE Geoscience Consultants Concord, California Figure • i :�, ,�. -. ,: .�: a�ina�� Majors Engineering 2535 Capitol Oaks Dr.,Suite 140 Sacramento, CA 95833 FAX(916)641-7572 (916)641.7570 June 21, 1991 Dave Babcock Reynolds and Brown 1200 Concord Avenue, Suite 200 Concord, CA. 94520 Reference: Airport Center NEC John Glenn Drive / Concord Avenue Concord, CA. Our Job 114454-04 Dear Dave, The proposed grading for your development at Airport Center will consist of moving approximately 10,700 cubic yards of dirt from the easterly portion of the site to the westerly portion of the site. This will result in cuts and fills of approximately 3 feet. No material is anticipated to be imported or exported. Sincerely, JORS GINEERING, INC. IDavid R. DriscollC��kS :i, RCE 24666 DRD/krk wp:4454-04 r, • - 1 An ESOP Company . . . in San Ramon, Novato and Sacramento. y't ��4 f ♦ 7 �rdtt�l • • CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT ■ Stages of Development Warehouse/Retail Development June 24, 1991 f PHASE I Phase I of the project is proposed to consist of the construction of the 107,927 square foot, single story, major retail anchor building, located on the northwest side of the property. Phase I development is proposed to include the following: 1. Complete building shell structure. 2. All proposed interior tenant improvements. 3. All necessary utilities, including electrical, gas, water, sewer, storm rdrainage, and fire protection. 4. Grading and paving of parking lot for 650 cars, including signage and striping. 5. Exterior building and site lighting. 6. Complete project and tenant identification signage. ' 7. Construction of off-site signage. 8. Landscaping, including planting with automatic irrigation and hardscape sidewalks adjacent to tenant's building. 9. Construction of all off-site improvements, including widening of Concord 1 Avenue and John Glenn Drive, installation of a new traffic signal at the main driveway entrance along Concord Avenue, and the installation of new city sidewalk, curb and gutter. 10. Complete vehicular and pedestrian circulation into and through the site. 11. All undeveloped areas of the site shall be graded and rolled smooth to ( maintain a clean appearance until construction commences of the proposed subsequent phases. Project review and approval of working drawings and the issuance of the building permit is estimated to take no more than five (5) months from Board of Supervisor's approval of the Formal Scope of Development and the Lease Development Agreement (LDA). It is contemplated by Reynolds & Brown that construction of Phase I could be completed by late summer of 1992. i • 0 CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT Stages of Development Warehouse/Retail Development June 24, 1991 EPHASE II Phase II of the project is proposed to consist of a single story retail/commercial building of approximately 12,600 square feet, located at the southwest corner of the property, or alternate as included in the ERN agreement, dated March 26, 1991. The scope of the development of Phase II is proposed to include the following: 1. Construction of complete building shell. P 9 2. Construction of tenant interior improvements. 3. Connection to site utilities (stubbed from Phase 1). 4. Complete site work, including grading and paving, curbs, gutters and sidewalks adjacent to building. 5. Building signage. 6. Landscaping, including planting with automatic irrigation within Phase II of the development. It is contemplated by Reynolds & Brown that construction of Phase II would commence during the summer of 1992 with final completion approximately six (6) months thereafter. -2- i_ i • CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT fStages of Development Warehouse/Retail Development June 24, 1991 PHASE III Phase III of the project is proposed to consist of approximately 34,900 square feet, single story, retail buildings, located east of the project entrance on Concord Avenue, or alternate as included in the ERN agreement, dated March 26, 1991. The scope of development of Phase III is proposed to include the following: 1. Construction of complete building shells. 2. -Construction of tenant interior improvements. 3. Connection to site utilities (stubbed from Phase 1). 4. Complete site work, including grading and paving, curbs, gutters and sidewalks adjacent to building. 5. Building signage. 6. Landscaping, including planting with automatic irrigation within Phase III of the development. It is contemplated by Reynolds & Brown that construction of Phase III would commence during the fall of 1992 with final completion approximately eight (8) months thereafter. I . . f -3- i t ,ardinal. Amirport Project & Tenant Sign Program f Reynolds & Brown ! 1200 Concord Ave. Suite 200 Concord, CA 94520 415 674-8400 l . I Introduction The Airport Center Sign Program has been established for the purpose of assuring professional visual graphics, imagery and communications designed to mutually benefit the center, the centers merchants and their customers. The intent is to provide sign guidelines and criteria that are necessary to achieve a visually harmonious environment. AIRPORT CENTER IDENTIFICATION SIGNS t The intent of the primary center identification signing is to: ` 1 . Clearly identify the center and its major tenants in a compatible design with the total project. 2. Adequately define the center's identity. 3. Direct traffic to the center's entrances. I PERMANENT TENANT SIGNAGE IThe design of the retail tenant signing clearly identifies individual businesses to vehicular and pedestrian traffic within the project site. The design allows for individual trade/trademark style graphics within a uniform controlled and harmonious sign plan. This benefits all tenants equally throughout the center without visually dominating the architectural environment. The following pages describe the overall sign program as well as the specifications for individual signs and graphic elements to be used throughout the project. i _ AIRPORT CENTER Page 1.1 Criteria EConformation to the criteria and guidelines for the Airport Center Sign Program will be strictly enforced. Any non-conforming or unapproved signing installed by the Tenant is strictly forbidden and shall be brought into conformance at the tenant's expense. Only the signs described in this document are permitted in, on and within the center. Any changes from the Airport Center Sign Program must be approved by Reynolds & Brown and Contra Costa County. Accordingly, any applications to Contra Costa County for revisions to the Airport Center Sign Program must be made by Reynolds & Brown. GENERAL CRITERIA A. PROCEDURES FOR SIGNAGE APPLICATION Reynolds & Brown shall provide the Tenant the criteria (here in) for the Airport Center Sign 1 Program. To obtain sign approval from Reynolds & Brown, each applicant shall submit the following: 1 . Submit to Reynolds & Brown a completed sign approval application (contained within this booklet) at the noticed address as stated in the fundamental lease provisions. 2. The completed application form required by Contra Costa County. 2. Two copies of scaled drawings, one of which will be colored, including all lettering and graphic diagrams and specifications for colors, construction, materials, illumination and installation. Cross section details shall also be shown in scale along with relevant site, plot and elevation plans. One set of approved plans and Contra Costa County Application will be returned by Reynolds & Brown to the Tenant. B. CONTRA COSTA COUNTY SIGN & BUILDING PERMITS All permits required for signing installation shall be obtained by the applicant, or his agent, at applicant's expense. The applicant shall be responsible for the fulfillment of all requirements and specifications contained in the sign program. C. SIGN CONTRACTOR Any sign contractor performing work for any Tenant shall have an applicable State of California Contractors License. Reynolds & Brown reserves the option to exclude any sign contractor from performing work on the site or buildings. lAIRPORT CENTER Page 2.1 I Criteria fC. INSTALLATION 1 . Locations of signs: All signs or advertising devices advertising an individual use, building, or business shall be attached to the building at a location, described herein, or in attached drawings. I 2. All penetrations of the building structure and raceway required for sign installation shall be neatly sealed and continuously maintained in watertight condition. I3. Attachments of signs to building shall be made per specifications contained herein. 4. Tenant's sign contractor shall repair any damage to the building caused by sign installation. Un-repaired damage caused by Tenant's sign and/or sign contractor, shall be Tenant's responsibility to correct at Tenant's expense. Tenant shall be fully responsible for the operations of Tenant's contractor. I 5. Building permits must be secured by Tenant's sign contractor. Fabrication and installation must comply with all local building and electrical codes. 6. All contractors must be fully licensed (California Contractors License C-45), and must provide Reynolds & Brown with a certificate of liability insurance prior to commencing any work on the property. ` D. TENANT COPY I 1 . All Tenant signing shall be combined to consist solely of the Tenant's trade name, logo and recognizable trademark insignia. 2. Sign copy shall not include products or services except as it may legally be part of the Tenant's trade name, logo and recognizable trademark insignia. 3. All signing shall have the written approval of Reynolds & Brown in each case. E. WARRANTY 1 . The entire display shall be guaranteed by fabricator/installer for 5 years against defects in material and workmanship. Defective parts, displays or installation shall be replaced or repaired without charge to Reynolds & Brown. All lamps, tubes, ballasts and transformers are excluded, but such parts will be unconditionally guaranteed and replaced without charge for a period of 90 days from date of installation. AIRPORT CENTER Page 2.4 Sign Type Descriptions SIGN TYPE A - Freeway monument sign DESCRIPTION - This sign is to provide formal identification to the center and three major tenants. The sign is architectural in design and compliments the theme of the project's building design. Selected major tenants are identified on the sign along with the center's name. LOCATION - Northeast corner of Interstate 680 and Concord Avenue. SIZE - 8'3" high x 44'9" wide MATERIAL & FABRICATION - Concrete, plaster, concrete block, steel tube. ILLUMINATION - Internally illuminated (back lite) center name letters, internally illuminated (translucent face) tenant name letters, indirect illumination washing the walls. COPY - Center identification: Airport Center; Tenant identification: 3 tenants SIGN TYPE 13 - Entry drive monument signs I DESCRIPTION - Provides formal identification at the entrance to the center for six major tenants. The signs are architectural in design and are intended to compliment the theme of the project's building design and are integrated into the landscaping plan for the corner. LOCATION - The signs are located at the project entrance on Concord Avenue on both sides of the Idrive. SIZE - 87 high x 39'0" wide IMATERIAL & FABRICATION - Concrete, plaster, concrete block, steel tube. ILLUMINATION - Internally illuminated (back lite) center name letters, internally illuminated (translucent face) tenant name letters, indirect illumination washing the walls. COPY - On each sign - Center identification: Airport Center; Tenant identification: 3 tenants t... IAIRPORT CENTER Page 3.1 i 0 Sign Type Descriptions SIGN TY P E C - Project corner monument sign DESCRIPTION - This sign will provide formal identification to the center and will contain no tenant names. The sign will be architectural in design and compliment the theme of the overall project building design. The sign is integrated into the landscaping plan for the corner. fLOCATION - Sign will be located on the corner of Concord Avenue and John Glenn Drive. SIZE - 4'9" high x 46'0" wide MATERIAL & FABRICATION - Concrete, plaster, concrete block, steel tube. ILLUMINATION - Internally illuminated (back lite) center name letters and indirect illumination washing the walls. COPY - Airport Center SIGN TYPE D - Secondary entry monument sign DESCRIPTION - This sign will provide formal identification to the primary center anchor tenant ( and will contain one tenant name. The sign will be architectural in design and compliment the i theme of the overall project building design. LOCATION - Entry driveway on John Glenn Drive. ISIZE - 8'3" high x 11'0" wide MATERIAL & FABRICATION - Concrete, plaster, concrete block, steel tube. ILLUMINATION - Internally illuminated (translucent face) tenant name letters, indirect illumination washing the walls. COPY- Tenant Name AIRPORT CENTER Page 3.2 Sign Type Descriptions SIGN TYPE E - Major anchor tenant building identification sign DESCRIPTION - Identifies major anchor tenant locations/buildings with internally illuminated, individual metal letters with plastic faces mounted to the building wall. The copy will be in the trade style and color of the major anchor tenant. All copy will be internally illuminated. LOCATION - One sign on the fascia of the building over the store front. SIZE - To be approved by Reynolds & Brown and Contra Costa County. Major anchor tenant must supply logo tradestyle and drawings for approval prior to permit filing. The sign area and size is to be compatible and justifiable to the dedicated sign area within the architectural theme of the building. MATERIAL & FABRICATION - Acrylic faces and trimcap retainers. .050 aluminum returns, welded .080 aluminum backs. Backs are to be smooth, with no crimping or notched edging allowed. No plywood back "channelum" type letters are permitted. COLORS - Per tenant tradestyle. ILLUMINATION - Internally concealed neon tubing, 30MA. HPF transformers. Color of tubing to be compatible with faces. COPY-Tenant name. I I l IAIRPORT CENTER Page 3.3 i CONCORD AIRPORT CENTER r FORMAL SCOPE OF DEVELOPMENT ■ Transportation System Management Program Warehouse/Retail Development June 24, 1991 In accordance with Item VI.F., Requirements for Formal Scope of Development (Section 7.1.(h)), as outlined by James Kennedy, Contra Costa County Deputy Director of Redevelopment, in his 05/24/91 letter, we offer the following response regarding the Transportation System Management (TSM) program at the proposed Concord Airport Center retail development. Based on a phone conversation with Dan Pulon, in the Community Development Department, regarding the TSM Program, the Concord Airport Center is exempt from Ordinance 87-95 due to its retail nature. The proposed warehouse/retail project will consist of approximately 153,427 square feet of gross building area. Based on information received from potential tenants, it is 1 estimated that the entire center will generate no more than 92 employees at any one time. It is anticipated that employees will be working at staggered shifts during the normal retail business hours of 10:00 a.m. to 8:00 p.m., Monday through Friday, and I11:00 a.m. to 6:00 p.m., Saturday and Sunday. However, Reynolds & Brown has been actively involved in the TSM program as part of their property management responsibilities at the adjacent Concord Airport Plaza office complex. This experience and understanding has led us to incorporate several transportation features into this retail project. 1 There is an area that can be utilized for a bus stop, located on the north side of Concord Avenue, between:John Glenn Drive and our main project entrance driveway. i In addition, information will be made available on-site to employees and customers to identify the various public transportation measures available to this project, including 1) The County Connection, Line 119, operating between the Concord BART station and along Concord Avenue, past the proposed Concord Airport Center, and 2) Concord Commuter Express, also operating between Concord BART and the Reynolds & Brown Concord Airport Plaza office complex, during the "peak hour periods" of 7:30 a.m. to 8:30 a.m. and 4:30 p.m. to 6:00 p.m., Monday through Friday. L CONCORD AIRPORT CENTER r FORMAL SCOPE OF DEVELOPMENT ■ Child Care Demand and Response Program Warehouse/Retail Development June 24, 1991 In accordance with Item VI.G. Requirements for Formal Scope of Development (Section 7.1 (h)), as outlined by James Kennedy, Contra Costa County Deputy Director of Redevelopment, in his 05/24/91 letter, and conversations with Linda Moulton, Community Development Department, we offer the following response regarding Ordinance 88-1, Child Care Demand and Response Program, for the Concord Airport ECenter project. The proposed Warehouse/Retail Project (Pace Membership Warehouse) consists of 153,427 gross square feet, comprised of the anchor tenant, Pace, 107,927 square feet, and three future pad building of 12,600 square feet, 8,700 square feet and 24,200 square feet respectively. Based on conversations with two of our prospective tenants for this project, bulk-retail operations, on average, maintain two full time managers and one additional manager for each specialty department (e.g., accounting, meats, bakery, tire center, etc.), and general retail operations maintain one full time manager. The average number of employees for bulk-retail floor area is one (1) per 2,000 square feet. The average for general retail floor area is one (1) per 1,800 square feet. The retail floor areas are listed below for the proposed Warehouse/Retail center, based on comparable Reynolds & Brown retail centers: I Total Retail Area Buildinq Square Feet Storage Square Feet Pace Membership Warehouse 107,927 15,200 92,707 Pad Bldg. 1 12,600 1,800 10,800 Pad Bldg. 2 8,700 1,220 7,480 Pad Bldg. 3 24,200 3,450 20,750 153,427 21,510 131,917 � i • Based on the retail areas for each building, the average number of employees are as listed below: Mqr. Floor Total Pace Membership Warehouse 6 46 52 Pad Bldg. 1 (4 potential tenants) 4 6 10 Pad Bldg. 2 (6 potential tenants) 6 6 12 Pad Bldg. 3 (7 potential tenants) 7 12 18 22 70 92 According to Section 82-22.10, Item (10), Exemptions, of the Child Care Facilities Ordinance, Number 88-1, passed on 01/26/88, non residential projects having fewer than 100 potential employees are exempt from the ordinance. t I I I - 2 - • Drawings under separate cover { 4 E i i • Sign Type Descriptions SIGN TYPE F - Tenant store front sign DESCRIPTION - Identifies tenant locations/buildings with internally illuminated individual metal letters with plastic faces mounted to a standard design element. The copy will be in the trade style and color of the tenant. All copy will be internally illuminated. LOCATION - One sign on the fascia of the building over the store front. SIZE - To be approved by Reynolds & Brown and Contra Costa County. Tenant must supply logo tradestyle and drawings for approval prior to permit filing. The sign area and size is to be 24" high by 80% of the lineal store frontage or up to a maximum of 24 feet in length MATERIAL & FABRICATION - Acrylic faces and trimcap retainers. .050 aluminum returns, but welded to .080 aluminum backs. Backs are the be smooth, with no crimping or notched edging allowed. No plywood back "channelum" type letters are permitted. COLORS - Per tenant tradestyle. ILLUMINATION - Internally concealed neon tubing, 30MA. HPF transformers. Color of tubing to be compatible with faces. COPY - Per the tenant name. AIRPORT CENTER Page 3.4 Sign Type Descriptions SIGN TYPE G - Tenant miscellaneous window signs DESCRIPTION - Certain miscellaneous signs will be permitted on store front windows. These consist of credit card decals, hours of operation and selected other instructional information, such as phone numbers to be called in case of an emergency. LOCATION - This information is to be placed only at the entrance door or on the window immediately adjacent to the left side of the entrance door, 66" maximum from floor. SIZE - The credit card decals shall be only those which are provided by the credit card company. Hours of operation shall be in a size no larger than 1 1/2" cap height. Emergency information shall be no larger than 1" cap height. MATERIAL & FABRICATION - Credit card imagery are to be decals, hours of operation and emergency information shall be white vinyl letters reversed cut and installed on the inside of the glass. COLORS - White ILLUMINATION - None COPY - Text approval for any message beyond hours of operation, credit cards honored and emergency information will require landlord approval prior to installation. SIGN TYPE H Tenant address identification DESCRIPTION - Tenant address fLOCATION - Tenant addresses are to be installed on the entrance door centered 6" down from the top of the door. f SIZE - 3" high Helvetica Extra Bold. MATERIAL & FABRICATION - Stylus cut vinyl letter. COLORS - White ILLUMINATION - None COPY - Only the building address number. AIRPORT CENTER Page-3.5 i I Sign Type Descriptions SIGN TYPE J - Tenant rear entry sign DESCRIPTION - Identifies non-customer door for receiving merchandise. LOCATION - Tenant must place on the exterior of the rear entry door. The address number is to be installed in the top corner of the door on the knob side 6" down form the top and 2" in from the edge. The Tenant name is to be installed with 4" interline spacing below the address number and 2" in from the edge of the door. If more than one tenant shares the same door, each additional tenant's name and suite number shall be applied below the first tenant's name. SIZE - Address 4"; Name 2 1/2" Cap. Height MATERIAL & FABRICATION - Pre-spaced stylus cut vinyl letters and numbers right reading COLORS - Gloss White ILLUMINATION - None COPY - Type style is Helvetica Extra Bold for the address. Type style for the Tenant name is Helvetica Medium Condensed in initial caps. AIRPORT CENTER Page 3.6 I • 0 Sign Approval Application Lessor Name & Address Airport Center Address 1= Description of Sign bi I.+ i Leaser Signature Date Reynolds & Brown Signature .... Date �_ AIRPORT CENTER Page 4A `, ,�;: �'� .:r<, �i,.,aw. .y. K)�t V'� � S.f`�SS Ca ' ,.. ..�: ...:w !�� CONCORD AIRPORT CENTER FORMAL SCOPE OF DEVELOPMENT Parking Evaluation Study Warehouse/Retail Development June 24, 1991 Local'comparable bulk-retail operations have limited information on parking demand. We have therefore, included a schedule of parking ratios for the comparableoperations, and a Traffic Impact Analysis for Pace in Fort Collins, Co. Rate Total Parking Evaluation Source Size \1000 Stalls Pace 107,927 6.0 650 Retail Pad Bldgs. 45,500 4.8 219_ Total 153,427 5.7 869 Price Club, Concord 104,000 5.8 603 Home Depot, Concord 102,500 4.7 484 Garden Center 17,500 4.7 83 Total 120,000 4.7 566 West Gate Center, San Leandro 293000 5.0 1465 Price Club, Redwood City 150,000 5.2 782 Home Depot, Vallejo 132,000 4.5 599 Average Ratio per 1,000 square feet . . . . 5.2 Based on this information, and the information contained in the traffic analysis, it is anticipated that the Airport Center will have a higher than average parking to building ratio than other similar operations in the local area. Enclosed is a 1988 traffic study of an existing Price Club in Redwood City, done by TJKM Traffic Engineers, which recorded the maximum number of parked cars on a Saturday at 4:00 p.m. to be 432 cars and on a Tuesday at 2:00 p.m. to be 353 cars. Using this information as a comparable to the Concord Airport Center, both recorded car counts were far below the 650 fcar stalls provided with the Concord Airport Center Pace site plan. — 1 — TPA NSPOR TA TION CONSUL TAS April 28, 1938 i Ms. Lois Miller Price Company 2657 Ariane Drive San Diego, CA 92117 Dear Lois: • : This letter is to provide the results of our parking survey of the Price Club oa I Middlefleld Road in Redwood City. At your request, we surveyed the parking ` from 10:00 a.m. until 6:00 p.m, on Saturday, April 16, 1988 and from 10:00 a,m, to 8:00 p.m. on Tuesday, April 19, 1988. f Three parking areas were surveyed. Are: l consists of 314 spaces located between the store and Middlefield Road. Area 2 consists of 342 spaces next to the store (across Charter Street), Area 3 consists of 126 spaces adjacent to Areas 1 and Z i and near the southwest corner of the intersection of Charter Street witfi Middlefield Road. i The hourly totals for each area are shown on the attached tables. Tho. maximu>z f total number of parked vehicles was 432 vehicles at 4:00 p.m, on Saturday and 353 vehicles at 2:00 p.m. on Tuesday. These totals include vehicles parked along curbs and not in designated. parking spaces. Please let me know it you have any questions. 1 sincerely, �. 1 Thomas J. Clausen I rhm { Attachments 081-014R.1TC ' f , II` ' II 4637 Chabot COY#.&'tB 214, P:easanton.CAVOrda 94588•(415) 463-`811 W t415s•az•aesa I. PIEASANTON•SACRAMENTO - FRESNO•CONCORD I I TABLE I PRICE CLUB PARKING STUDY - REDWOOD CITY (Saturday, April 16, 1988) Vehicles in Vehicles in Vehicles in Vehicles Time r 1,,j 6tea 2 ,�t�g 3 Alnrl�c Curbs i 'r'ottil i A.M. 166 11:00 10:00 166 - 11.00 212 - - 212 Noon 252 - 252 P.M. 2.00 251 - - - 251 3:00 295 53 . 35. 17 383 4:00 284 122 26 19 432 5;00 256 109 21. 14 386 6:00 177 64 5 4 246 t , i �I 7 i • TABLE II PRICE CLUB PARKING STUDY - REDWOOD CITY (Tuesday, April 19, 1988) Vehitiss in VehiCles in Vehicles in Vehicles A,NL 10:00 84 73 2 2 161 11:00 169 83 6 2S8 Noon 187 126 10 2 205 P.M. 1:00 193 111 15 2 321 2:00 228 111 10 4 353 3:00 186 106 7 7 306 4:00 192 107 . 6 305 6:00 190 86 2 3 281 i 7.00 175 68 3 3 251 8:00 140 56 3 1 200 i i TRAFFIC IMPACT ANALYSIS PACE WAREHOUSE FORT COLLINS, COLORADO. Prepared for Pace Membership Warehouse c/o Vaught Frye Architects . 2900 South College Avenue Fort Collins , CO 80525 17' Prepared by Leigh, Scott & Cleary, Inc . 1889 York Street Denver, Colorado 80206 September 26 1988 LSC 988090 1 I 1 ' TABLE OF CONTENTS Page Section Description Number A Introduction. . . . . . . : : ' : : : : : : : : 1 B Existing Traffic Conditions 3 C Future Traffic Conditions . . . . . . . . . . . . . 6 D Traffic Generation and Distribution . . . . . . . . 9 E Traffic Impacts . . . . . . 13 F Conclusions and Recommendations . . . . . . . . . . 16 Appendix LIST OF ILLUSTRATIONS ( - Figure Page NumberDescriptionNumber --------------------------------------------------- 1 Location of Pace Warehouse . . . . . . . . . . . . . 2 2 Recent Peak-Hour Traffic Volumes . . . . . . . . . . 5 3 City' s Preferred Access Plan and Year 2010 Background Traffic . . . . . . . . . 8 4 Directional Distribution and Assignment of Generated Traffic . . . . . . . . 12 5 Estimated Average Weekday Traffic Impact . . . . . . 15 LIST OF TABULATIONS Table Page Number Description Number ------ ---------------------------------------------------- ------ 1 Estimated Traffic Generation. . . . . . . . . . . . 11 2 Potential Signal Progression Comparison . . . . . . 14 . i! i _ SECTION A Introduction The Pace Corporation plans to build a 100 , 000 square foot Pace Warehouse in the southern portion of the City of Fort Collins , Colorado. The location of the proposed facility is shown in Figure 1 . The site is situated on South College Avenue approximately one half mile south of the intersection, of South College Avenue and Harmony Road. It is located on the west side of College Avenue immediately south of a large established plant and tree nursery. The purpose of this ort is to examine the traffic report impacts associated with the proposed development and to determine the most appropriate access plan to serve it. In the conduct of this study, the following tasks were completed: o An analysis of existing highway and traffic conditions was made . o Future traffic conditions likely to prevail and proposed for the vicinity of the site were investigated. 1 o The amount and directional distribution of traffic likely to be generated by the Pace Warehouse were forcast . f o The traffic impacts of the proposed development, in I terms of site generated traxfic as an increment of total future traffic were determined. o Alternative access plans to serve the proposed development were formulated and evaluated in terms of their effect on progressive traffic flow along College Avenue. o Access recommendations were made which could best serve the development and preserve the operational integrity of traffic flow on College Avenue. ' o a c N a � U 00 u Harmony Rd SH-da Palmer Or cc X X X N 9 b a U o a c 900' LL X X X IFairwa y Lana I ;( X � X 1 _ e 0 ---i-------- F O !3 i I C r s'4 A o t r4 > Cr C :U- Figure 1 l Location of Pace Warehouse <DNO SCALE M SECTION B Existing Traffic Conditions The proposed Pace Warehouse , to be located cn South College Avenue , will be a regional facility serving all of northern Colorado , especially the communities of Loveland and Ft. Collins . Virtually all of its traffic impact will be felt on College Avenue . Thus , this analysis has confined itself primarily to that portion of College Avenue between Harmony Road and Trilby Road, a distance of two miles . College Avenue is a 88-96 foot wide major arterial roadway with two moving lanes in each direction, a 16-20 foot wide painted median, and a continuous right turn lane along each side of the roadway. It has complete curb and gutter construction along the edges of the pavement . The speed limit along College Avenue is 50 mph. Much of the eastern frontage of College Avenue has a developed frontage road along it. This frontage road is set back from the main travel way only about 20 feet and the frontage road is about 30 feet wide . It is Iobvious that at one time the policy was to construct a continuous frontage road all the Way from Harmony Road south to Trilby Road. A frontage road now exists from Palmer Drive south of Harmony to Fairway Drive opposite the proposed Pace site , and from Bueno Drive , a little over one mile south of ! Harmony, to Crestridge Street : On the west side of College Avenue , a frontage road exists only in the vicinity of Cameron Heights which is opposite the Fossil Creek Parkway area. There has been no attempt to construct roadways parallel to College Avenue either further east of the frontage road along College or west of College Avenue : As shown in Figure 1 , the railroad tracks parallel to College Avenue are located 900 feet to the west. I i 3 Estimated traffic volumes in the vicinity of the site are shown in Figure 2 . Estimated 1988 average weekday traffic volumes are shown as Well as recent peak-hour turning-movement volumes . Turning-movement volumes are shown at the College Avenue intersections with Harmony, Trilby, Fossil Creek and . Skyway. These traffic volumes verify the estimated average daily traffic along College of approximately 27 , 000 vehicles per weekday in the vicinity of the site . I i 4 f�7 I 902 27 .6 ^ HARMONY ' APPROXIMATE 1 t PALMER DR SCALEI 1 " s 078 1200' 1.45t 11TM aLi t�3 JI I c 27.0 m 1988 1Za, i5o II FAIRWAY 110 95 TM 1049 rIola of 28.5 63 1 14 � � FOSSIL CK � 11 Q 590 994 T. 0551t �u , 9-e o 0 T gig ;s 24.7 N 1 .e9 t BUENO 6TM is S1 ,J ! J I 3- 15 -88 0 0 ,s (_o 0 1. I 1 fi TT 770 a n41 1Td _ St9 1 5 I 02. iTIT 20.8 39e SKYWAY DR 7�T= 113 I 1 � ! ,q 1 �9 8 -3 -84 e �._ 7 19.7 7.7 FI of rrr m N Flpure 2 ` f } I � Recent Peak -Hour 20.2 TRILBY Traffic 'Volumes LEGEND Vicinity of Pace Warehouse 1e 9 i +Js .Js AM Peek-Hour Traffic j South College,,Avenue ion 6e Tl7n ' PM Peek-Hour Trelllc JI -7-9-3 19.7 = Esllmated Average Weekday SECTION C Future Traffic Conditions The section of South College Avenue from Harmony Road south to Trilby is part of a comprehensive corridor study now underway by the City of FortCollins Traffic Department. The �) entire study area for this study extends north another mile and J a half to Swallow Road. " The purpose of this study is to develop a master plan for the corridor, establishing the location of major intersections which would be signalized together with the location and characteristics of minor intersections which may be allowed between the signalized intersections . Because this study is ongoing and only preliminary work has been accomplished at this time , there are no definitive results from the study. The City has , however, made known its preferred locations for signalized intersections . These locations are shown in Figure 3 . In addition to existing signals at Harmony and Trilby, there would be future signals at Palmer Drive , 600 feet south of Harmony I� Road , at a relocated Fossil Creek . Drive intersection with College , at 5ueno Road , approximately one mile south of I Harmony ; and at Skyway Drive which is one half mile north of the Trilby intersection. At Fairway Lane , ::here Face proposes to access College Avenue , a stop sign controlled 3/4 access 1 condition is proposed (no left-turns onto College ) . The City desires to maintain a travel speed of 45 mph (contrasted with the present speed limit of 50 mph) and the roadway would be developed to its full six-lane travel potential . The idea of extending full frontage roads along College Avenue in the present configuration has not been ;. considered. The concept of parallel roadways set back a minimum of 300 feet from College Avenue is being explored as one concept for the development of the South College Avenue Corridor. i 11.4 '-_� 6 Anticipated traffic volumes on College Avenue at theyear 2010 are also shown in Figure 3 . As indicated , 40 , 200 vehicles per day are forecast for College Avenue . f i 1 c .. N 460 - te00 D 250+ aa ""-Tea i rJ [1 450 Harmony Rd 1 302j '`� SH-88 - - 400.. . 3001 �..f50 - - t200 180 2210 11750 Palmer Or x X X (40.200) a a 900' 1 ---X X X 1 Fairwa lane 3��2—� ',. r X — 100 ! i a O F03311 Creek A 44 rd ° ,ro IEGENO : < wd ro.a te0 :PM Peak-Hour Traffic (40,200) . Average Oatly Traffic w -'c future Signal locatlona o a; Figure 3o Preferred by City SOURCE Mathew 1. Dellch, r (September 21. 1988) City's -Preferred Access Plan and Year 241-0 Background Traffic SECTION D Traffic Generation and Distribution Estimated Traffic Gen?ration The Pace Warehouse facility is planned to be a free-standing, 100 , 000 square foot retail establishment F� situated on approximately 10 acres . In estimating the future traffic to be generated by the Pace Warehouse , Leigh, Scott & Cleary, Inc. relied on three sources : the records of the Pace Company, traffic counts by Leigh, Scott & Cleary, Inc. at an existing Buyer' s Club location in the Denver area , and i estimates of 100 , 000 square foot shopping center facilities by The Institute of Transportation Engineers . The results of the trip generation analysis are given in Table 1 . Shown are the J estimated trip-generation rates per 1 , 000 square feet of floor area, the average weekday traffic generated, and the morning and evening peak-hour traffic volumes for both entering and exiting traffic. The Pace Warehouse facility does not generate traffic in a manner similar to a large supermarket or a shopping center. Virtually all traffic associated with a Pace Warehouse is destination traffic . That is , there will be only. incidental uses of the facility by - passer-by traffic on College Avenue . The generation of a Pace Warehouse is considerably less than the comparable generation of a 100 , 000 square foot shopping center. This is because there is essentially no convenience aspect to the Pace Warehouse facility . Shoppers come to the Pace Warehouse for a specific shopping purpose and they generally stay for an extended time period of 1-2 hours . Officials of Pace estimate that the amount of vehicular traffic generated in an average weekday is on the order of 1 , 000-1 , 200 vehicle-trips for a facility of this size . The counts be Leigh, Scott & Cleary, Inc . at comparable facilities in the Denver area 9 reveal that this type of facility will generate approximately 25 vehicle-trips per 1 , 000 square feet per day. For purposes of this analysis , it has therefore been assumed that the proposed facility - will generate 1 , 260 entering and 1 , 260 exiting vehicle-trips during an average weekday including 93 entering and 100 exiting trips during the evening peak hour. Distribution *of Generated Traffic The Pace Warehouse is planned to be a regional facility serving all of northern Colorado. Thus , the directional distribution of traffic to the north and to the south is expected to be roughly equal with slightly more ( 60X) oriented to the north and 40% oriented to the south. An insignificant, non-measureable number of trips are expected to access the facility from Fairway Lane east of the site . Figure 4. rillustrates this distribution together with an assignment of evening peak-hour and average daily site-generated traffic at the Fairway Lane access point . 1 I 1 . f i 10 L 1 I 1 O 1 7 I G C c U I I C 1 G C1 v� 1 N .. aT .t•+ 1 w • L I L I 1 .r 1 O 1 u I Y 1 tC 1 A 1 U • tV I .'E. 1 r. 1 ._ G 1 _ 1 v 1 4) T ^ I' y a 1 O Z �••� 1 O N t- 7 I L I Q u I L I 1 0 C O G • 1 = I 1 O O C _ w 1 O 1 I 1 1 1 L O N 1 I 1 tC O C 41 1 CIL.) 1 1 O Cl) O b --. 41 f-• N G I I .C 1 C G7 T q E Q 7 C 1 % 1 .•� 1 w O Z 41 U \ 1 O O 4 lil L 71 I L 1 1 U U O N r 1 C 1 I 1 I 1 a1 r .••• U -- 1 I O 1 .� p ^ d '^ IY I I 1 U u C4 C I IC I 060 Lc) 4 1 •' C E 4 L I Q 1 I L L : 'C C:] y O L I O O y F < Q 1 f u U I U to 1 tG O V) 4 -- I Ct1 L 11 41 a1 S 1 O N C h 1+1 of I Q 3 h I Xco ►- a1 I c l 4) L U !f I O L r C. :+ y w �• 1 0 N A •. N �-. N U (A 4) C 1 0 C O L N = = 1 0 G O L O U 4) .� t+. 41 I .••� r. n I y U c JJ �.� v 1 I L U 1 4 A F I _ I 1 N V Q � +� A L 1 U U w 6t1 1.•. IC I •. L. L 1 Ip U: i= F IC L I F 4J O 1 0. .•4 � ►+ L y 1 01 41 61 I U i y 1 +•� C7 1 c.7 1 O I 1 Z � 11 + o G A � y N U � v Hermon Rd Palmer Or V� i i' X x x C y C Q Ch b ° U 60% c 0 U. 900' r --X X X j 58 e o 7e� FairwayLane Q A 7 00 �T 37 500 7 500 1. . X X X o c 40% 0 LL Fossil Cr LEGEND : 40% Percent Traffic Distribution o d;o 80 = PM Peak-Hour Tra(IIc U Figure 4 reraQa 0 a+ y ref c Directional Distribution and Assignment of Gen.erated Traffic ��•ir1 �rAI.E � - SECTION E Traffic Impacts The t:a:fic impacts of the Pace Warehouse are illustrated in Figure 5 in Which site-generated traffic is shown as an increment of future total traffic and roadway capacity on the roadway system. The total traffic shown is the sum of both background traffic volumes from the College Avenue Corridor study plus generated traffic by the Pace Warehouse. As indicated, on College Avenue north and south of the Pace Warehouse , the impact of the Pace Warehouse on total traffic is minor, amounting to approximately 3% of the total traffic. Frogressive Traffic Flow Along College Avenue One of the most important issues in the planning for the Pace Warehouse is the number and configuration of access points required to serve the facility. These , in turn, are affected by the final decision on the access plan for South College . Avenue . In this analysis , it has been assumed that there would be no further development of frontage roads along the west side of College Avenue south of Harmony Road and that a traffic signal would be located at the intersection of College Avenue and Fairway Lane. The western leg of this intersection would serve as the access to the Pace Warehouse . In this access scenario , only one access would be required , since it would be a majo.r one , allowing full turn movements , with adequate capacity for all entering and exiting traffic . To test the validity of the proposed access plan, a computer assisted traffic signal progression analysis was f conducted on College Avenue between Harmony Road and Trilby. This analysis has used the SIGPROG computer program. In this analysis , future signalized intersections were assumed at Palmer Drive, serving the Walmart store, at Fairway Drive , serving the Fred Schmidt store and the Pace Warehouse, at I_ Fossil Creek ,Parkway, Bueno and Skyway Drives . Analyses were run without a signal at Fairway Drive and with ana without a signal at Fossil Creek Parkway. Thus , . three alternative runs of SIGPROG were made . The results of these runs are given in Table 2 . . Table 2 POTENTIAL SIGNAL PROGRESSION COMPARISON College Avenue Between Harmony and Trilby Alternative Progression NumberDescription_ (Signal_Location ) Efficiency_ 1 Fossil Creek 33 . 3 Fairway qp , 1 3 Fossil Creek & Fairway As indicated, Alternative No. 3 ( signal (-@ Fairway ) provides the . greatest degree of signal efficiency . ;n addition , signal efficiency remainsconstant when ccmparin g Alternative Nos . _ and 3 . Printouts of these comp»ter analyses are included in the Appendix section of this report . i . - 14 a P. m N Y ' U � U Harmony Rd SH-68 Palmer Or P� X X X Cr V 1.5/41.7/50.00 a C ' O 900' X X X 1 Fairwa Lane PGv Q x x X 1.0/4 1 .2/50.0 OF m C LL F ossil Cr Figure S > Cr Estimated Average Weekday Traffic Impact Pace Membership Warehouse LEGEND : 1 .0/41 .2/50.0 . Site-Generated / Total 2010/ Estimated Future Traffic Traltic Roadway Capacity `- �� NOTE : Volumes and Capacities Shown In Thousands ^ + of Vmhlcles Per Day SECTION F Conclusions and Recommendations Based on the foregoing analysis , the following conclusions and recommendations are made concerning traffic to be generated by the proposed Pace Warehouse facility: 1 . The proposed 100 , 000 square foot membership warehouse retail store is proposed for a 10-acre site along the west side of College Avenue at Fairway Lane . 2 . During an average weekday, the proposed facility can be expected to generate 1 , 260 entering and 1 , 260 exiting vehicle-trips . Of these , 93 will enter and 100 will exit during the evening commuter peak hour. 3 . The directional distribution of site-generated traffic is expected to be relatively evenly balanced to the north and south of its proposed College Avenue access drive with 60 percent of the traffic oriented towards the north and 40 percent towards the south. 4 . The traffic impact. of the Pace facility will be small with an average daily traffic contribution of about 3 percent projected to be added to future traffic along College Avenue. . 5 . A computerized progression analysis of potential signalized intersections along College Avenue indicates that greater efficiency would be achieved by `` installing a signal at Fairway Drive rather than at i.. . Fossil Creek Parkway. Furthermore, if a signal is installed at Fossil Creek, no further efficiency reduction would be experienced through installation of an additional signal at Fairway. I _ _ t � 6 . The amount of traffic to beenerated b the Pace B Y Warehouse is unlikely to be high enough to meet nationally recognized warrants for installation of a traffic signal at the Fairway/College intersection. Such warrants may be met, however, if Fairway is also accessible to future adjacent land uses along College . 7 . A northbound left-turn lane and southbound deceleration lane should be installed on the project' s College Avenue approaches to the proposed Fairway Lane access . 17 r r F F F 9 i I I co 01 0 1 (o (D In N t- 1 t0 .r I I ++ I t- O tI .In I 1 A I 1 h 1 N N 1 1 I >% co 1 O 1 ^ ^ Q I to co 1 41 1 'C 11 to Y L 1 h N to c- t- r+ I C w 1 L IC 7 1 cc 1 O I 4o I 1 O 1 1 41 41 o I .•. .-+ cD .. C 0. S 1 .... �► ti Y I I 41 I �. V I I O I F 3 1 1 Y L I I ' I I O 7 1 O cl 'a• 1 t r- O 1 1 (1. 4) o 1 cc (n Q I a) O 1 I 0. = I I U I Q T 1 U. to I I a I Cl) N IA I O c7 .1 I 1 +. I T C- {n I t� Y u T I I Ic I 1 t- ¢ �.. � I I G I 1 .•� .•, F I I 41 4) JI I �• 1 L I (7 40 .� 1 ,C co 1 1 ci I '7 I I t9 Y L I c- In N .� co 4/ O 1 .r rn N tt] O U L t.: O 1 1 .� z 1 1 Y L I 1 Ln L' a. N q&. I I x m C I (0 c- Q I t- Cl) c— m — Z O m 1 1 G. 41 o I V N I t- F x I to O —Z 1 t T t a C cD 1 0 Cl) v t) I I �+ I 0) Y': C) I co N C N) 1 1 I P .• 0 t co ... co C. N C- ¢ U U Q Z 41 I T^ 1 L 1 L ¢ n C 1 t0 tD I O I L t Z co 1 N 1 ^ Q ^ 4) Z •L 1 L 1 1 .0 Y L. 1 IL N 0. C T I O h I L m C I a) K) ID ••+ Q V' U 1 �+ 1 I IU 4) O 1 Qj 1 c7 1 .••� I F I to (D 1 c d 0) „tl tr. t'J 1 J Z 1 I ,•, W > 1 I >< (a U V L 1 I d 4) O 1 .n co I co (n 4 I 1 a 1 n I N IT N U F I N N Iq O IJ I N U U 7 m O a4 O 07 1 4) Q a V) O N S O v 4! N I U 0 c O ar 1 u 4) I U u a+ tc F Y O C 01 .. Y (c O (n U I 41 IC O A + 4) .-. n O L a I3 41 [+ L O ^. I U I Vl .0 i L c a s F I O O 0. 41 L I 4) I Z Z U (+ T I U 1 L r+ I L cu 1 a. p I O 1 4 1 N L_e :i ql-i Scot t C 1 e r-y , I nc _ S I G F•F�O(3 TRAFFIC SIGNAL SYSTEM TIMING FLANS COLLEGE FACE 1 FLAN 107 ( 50- 50) CYCLE LENGTH (SECONDS) 1-17 1 i5. N-POUND DIRECTION BAND WIDTH (SECONDS) -C. : 7-5 -7. 76. . LISTING IS * EFFICIENCY (FEF: CENT) 7. * IN N-BOUND f * DIRECTION * S-EQUND DIRECTION + BAND WIDTH (SEC.ONDS) :7- o '� _ -0. 6 EFFIC=IENCY (PER CENT) - _ _ • - _ _ • - _ . SIGNAL OFFSETS-PER CENT INTEF:YAL SIGP-IAL OFT. BEST --OTHERS-- LDCAT1ON BEG. MID. E14D r + - ! � + F�D�, Y = � i -F'�T. �F'�N� F'. . -F'E��I .E �F'F-LS-t1FH ���fr�v+4f'Fk ?�4�'�•j4f'Fx??{�•Rf elf=!'!f-tf d.-4 '1 Tf ffftt Y� FRxfl+4f�f�4 TPI LBB1 . 9 1 i��+ Z3. 1 F. BHND 91. 8 -B. 1 N-60UND _•0 4•:+ 4� aC. ? 43. 1 47. B 1 F. SAND , 1 . 9 C. _ S-BOUfJD =54c 45 -1-J. '7 SKYWAY 16. 9 6-. 1 00. 7-- 7. 7 P. BAND __. = 6C. C N-E60UND 48. 1 47. c P. BAND --l. 07. 3 S-EOU�1D = 35�:+ � �5. 9 4t�. 1 4.�. y BUENO 66. 9 14:1&.) _77-. 1 6. - -. 7 P. BAND . r:S. 9 . C N-POUND 4S 4C. ? 48. 1 4-. 9 F. BAND 99. 2 --. 1 S-E+i1UND =c:+ +ci 4C 4 5. ? =15. 1 47. m FOSSIL 66. 9 lcic:) _-. 1 66. : _. . F. BAND i = DS. C N-5our)D =S„�, 45 4C. y 45. 1 4.. 6 P. BAND 71 . 5 4. S S-E;OUND =945 4S. 9 48. 1 47- 3 PALMER 16. 9 10 3-. 1 66. _ 7. 7 P. BhrdD 6. ' 69. 6 rt-BOUND b+:,�i 45 45. 3 aB. 1 4 -.. 3 =CAN F3P &EST CYCLE 1-OLLESE PACE 1 E=F = 0. 4 iJ AT 89 SECS = Z9. 77-7 AT 9ti+ SECS = -6. ?--S AT 91 SECS _ =5. :-07 AT 92 SECS 794 AT 9? SECS F = 26. 254 AT 94 SECS = 26. 7t5 AT 9S SECS Err= = C7. 165 AT 96 SECS C7. 607 AT 97 SECS F C3. +:+4 AT 98 SECS Er= = C8. 46' AT 99 SECS EF = 28. 879 AT 1 SECS = r= = :9. 286 AT 1 1 SECS = Z'9. 66-5 AT 102' SECS Er'F = _+3. 21 k 10- SECS AT 1'34 SECS F = '1 . 8AT 165 SECS EF= - _C. 61 AT 166 EECS _ =C: ._.:3 AT 107 SECS 7++5 AT 1 8 JECJ :=. C74 AT 1+39 SECS EFF = '_. 617 AT 11+'' SECS L=. 954 AT 111 SECS '7 161 11 C SECS E�- = :2. 161 AT 11_ SECS ` = _1 . 616 AT 114 SECS t 1 . A i 1 1 5 S E 0 S Et— _ +. "J4 1 1 Z =E�S E�_ _ +: 0.-..6 AT 1 1 7 SECS -C? ��'7 AT 1 18 SECS "T 119 SEC's T 1Zc.-+ SECS I = = =3. 052 AT 121 SECS = '2 7. X76 �T 1 SECS E b.3T FIND _ ':','CLE OF 1X17 SECS. E=F ICIENC`r i I t SIGNAL OFFSETS-FEF: CENT ;NTFF.`) L SIGNAL OPT. &EST --OTHErI.S-- LOC"TION BEG. MID. END G-F CT. — e SPI:MG. FROGRE-'I'.'E aFEED_-MFH it4f«+rtYM*� a+4iFi1**�4***iF�iFif ►#�yr4iF*♦ tfiif��w � k�rtiFt4� tiFtit�lFti«�f+rtf HARMONY 21 . 9 -50 7a. 1 56. _ _ . 7 P. BAND 44.8 78. 1 N-BOUND P. BAND 21 . 9 55. 2 5-SOUND L_e 1 r-1 , S c o t •t e z r-y I rn c _ S I GF•F:;zOG TRAFFIC SIGNAL SYSTEM TIMING FLANS _.:. COLLEGE FACE f FLAN 97 56):): . CYCLE LENGTH (SECONDS) 97 95 ?�:► 1 ilii rOJNG iDIRECTION 4* N k x BAND WIDTH (SECONDS) 'GJ. 9 '3. 1 7:S. 1 4C.I. 1 LISTING IS EFFICIE1,1CY (FER CENT) 4C . 1 aI:I. 1 40. 1 40. 1 IN N-BOUI••ID 4 DIRECTION * 33-BOUND DIRECTION BAND WIDTH (SECONDS) 3, 8. 1 =_ 1 40. 1 EFF i C l ENCY (PER CENT) 46. 1 -;�:I. 1 40. 1 40. IGPI"L OFFSEl"S-FER CENT 1tITEr=: )• --L S IGNAL QF'T_ BEST _-uTNER -- LOCA T ION 5EI3i•1?D. ErJG G-Fc--T. - ! F' IF-F:Or=E',3i':E =r,EE7.�-MFH •►f47F•tYt*4�!•ai ..{�{rattyaEiY �ati. �t++ <4�4 w•*44�-•+ {a�44�#aFt+ffwa���ata�t♦ I TRILBY 7-. 1 1 l 27. 9 -1. i I F. Br,IJD I�7. b :-. ' rl-B�lutllri 4,4L) 1� �i� 47. 7 J J. 4e. 5 P. EF;rJG -C. _ 1=. �} E-OUNC, _:40 �� YJ. 9 moo. f -).. ).:'flgr;f 1 ;. 1 5iI 8C. '? G.,. 4. 1 F. RAND ^-8. 8 68. 9 N--POUND _454", 45 45. 9 46. f -I'. 7 F. SAND -.1 . 1 71 . C 5-SOUND -45 -I 45 45. 4a. 5 -. 7, rUENO 67. 1 10':I . 9 ��. ? 4. 1 F. BAND r;7. 1 7. ` N-BOUNDiI 45 45. 9 48. 5 -, P. FANO 92. 8 7C. 9 S-EGUP1D _��,�, 45 45. 9 48. 5 4-. 7 FA I RF'LAY 41 . 7- 74. -' 7. C 4 . 1 F. BAND til. 1 7. = N-FOUND 160c) 45 45. 9 48. 5 4.7. P. BAND 41 . = 81 . 4 S-BOUND 16110 45 45. 9 48. 5 47. 7 I PALME.R 91 . _ 24. C 57. 2 65. 9 4. 1 SIG IAL OFFSETS-F•ER CENT IIATERVAL GiGNnL OPT. BEST ---DTHERS-- LOC„TION EEG. ti 10. E"1D G-FCT. -Y SPCNG. FROGRESSI'•JE SPEEDS-MPH HARMONY 96. ' =4. = E=. = Com. 9 4. 1 .. �� F•. BAND 1 . 4 41 . 5 N-BOUND P. RAND 6. 9 47 S-BOUND I r I '. SCAN FQR BEST CYCLE COLLEGE FACE F 7-7. 07,Q . AT 89 SECS 2. 778 AT 90 SECS EFF = 73. 172 AT 91 SECS - FF .8. 47S AT 92 SSECS MFF = 78. 817 AT 92 SECS EFF = 39. 149 AT 94 SEC-0 VUF F = :7-9. 474 AT ��5 SECS = 79. 792 AT 96 SECS EFF = 4@. 103 A T 97 SECS iFFFF = 9. 617 AT e SECS = ::<3. T 99 SECS .1 ) I �:_F;r = 77. "764 AT IN' GEC J, PFF 0. 152 AT 101 SEES F = 34. 964 AT 102 SECS r F T 103 SECS F = 32. 657 AT 104 SECS- FF =. 3! . 537 AT 105 SECS ZF = 70. 437 AT 106 SECS EFF = 29. 329 AT 107 SECS AFF EC'S- AFF = :e. -" AT Joe SECS ;:-F 27, 26 AT I09 SECS ,::F = 25. 24 AT 110 SECS $ EEp = _5. 41 AT III SEES 26. Z'M AT ! !2 SE;_-S 26. 7§7 T 11:: SECS | \ ECS- i r �7. 75? AT L14 S E i_-S -.2. 13 ?,1 T I I SECS AT 116 'S E C 29. T'_ T 117 qEi-= 7 - 71b AT lie SE-3 =. 21 . 435 22. 121 AT 120 SEES T IZI SECS AFF 4' AT 1 -" SEee 4EST FIND CYCLE OF 97 SECS. EFFICIENCY 1,1.7 4 14 L_z 1_ !a tn c z r- y , I n c _ !:S I GF'FROG TRAFFIC SIGNAL SYSTEM TIMING F'Lr+NS COLLEGE PACE PL.;N 11- ( J�+- +) CYCLE LENGTH (SECONDS) 1 1= 1 1�+ :+:+5 1 N-FOUND DIRECTION * BAND WIDTH (SECONDS) 77. 7- 76-1.) 74. 9 4 LISTING IS EFFICIENCY (PER CENT) _ _ . - . - 7-77. - IM N-FOUND * DIRECTION t S-SOUND DIRECTION 4 BAND WIDTH (SECONDS) 77. 7 '�: b -- C 'S: t+-.Q- �++r+r*max EFFICIENCY (F'ER CENT) IGPIAL OFFSETS-FER CENT INTERk.'AL S1GI"I AL OPT. EEST --OTHERS-- LGCATION =E MID. END 13-r CT. -Y( SPCNG. PPQGr:ES'SI'•1E 3F'EE_,S-rtFH J.-4. ++f 4ra� ss��xis+aastlf+ttar TR,ILa'( CS. - X5. 4 _ . 6 P. EIAND 1. 1 14. 4 Pl-KIOUND, 4 4c-f. 9 43 47. s P. BAND r5. .; 18. - BC lUND 64(1 45 415. a 4E a e t F•. DANO 1 �b. J 1 N-BGUND =4 5�, 4= 4;. a 4a a-, P. EAr1D 19. ? 3 . = -=:13 rJD =4��+ 4f 4S. a 48 J SUENO 16. 8 .--6. 4 F'. &AND 49. 9 :3_. 0 rl-S('UND i+ 41`� 45. 13 37, :� F. E(riND 1 ,. i3 >. 1 F:+SUND :-+:,,:+ 4J J. S t8 -. S FOSSIL •44. 5 77. 7 10. 9 66. 4 -. 6 F'. BAND 49. 9 67. C N-El•GUND C600 45 4=j . 8 48 4 6 F'. Dr,ND 7C. 1 O. 4 5-90wr1D 0 4C 4=j. ;3 48 -1:. 6 FA I RF'L;Y 44. 5 77. 7 14-.l. 9 66. 6 P. Br+P1D '^ 1i+. fJ-B�SUPID 1C�;ri 4 4�. G 48 47. 8 P. &AND 4J. 1 70. 4 :3-5Gur•ID 45 45. S 48 47- 6 • • FINDINGS AND CONI ITIONS OF APPROVAL FOR THE AIRPORT CENTER PROJECT FORMAL SCOPE OF DEVELOPMENT PER SEPTEMBER 16. 1991 ZONING ADMINISTRATOR RECOMMENDATION (County of Contra Costa/Reynolds & Brown) FINDINGS 1. The project is consistent with the General Plan designation that allows a commercial development as large as 220,000 square feet in floor area and up to two stories in height. 2. The project is consistent with the airport safety policies of the Airport Land Use Commission and the County. CONDITIONS OF APPROVAL 1 . Development shall be as either shown on the site plans associated with either the Pace Center alternative or with the Pak N'Save Center alternative. The Zoning Administrator shall determine which alternative site plan shall be followed at least 30 days prior to the approval of the Final Scope of Development. All development shall be subject to the administrative review and approval of the Zoning Administrator. A noticed hearing of the Zoning Administrator shall be held to review and approve a final scope of development. 2. Development shall generally be in accord with the following exhibits and documents: 6/24/91 Airport Center Formal Scope of Development Site Plans. 9/6/91 Trash Enclosure Plan. 9/6/91 Outdoor Lighting Plan. - 6/24/91 Formal Scope of Development (text) 3. Additional review of the signage program shall be conducted with the review of the Final Scope of Development. That review shall consider a reduction in the size and number of proposed monument signage. 4. The following airport compatibility measures shall be provided for in the submittal for the Final Scope of Development: A. Review of structural design and materials to maximize public safety in the event of an airport operation accident (e.g., considering load factors, fireproofing). The design should also minimize noise impacts caused by aviation overflight. B. Review of proposed outdoor lighting (project signage and parking lot) to assure compatibility with airport operations. C. Provide an interior and exterior signage program to alert customers and employees of the presence of a neighboring airport and associated impacts. This signage program shall be reviewed and approved with the Final Scope of Development. 2. D. Provide for an overview of the implementation of the safety and noise mitigation measures by an aviation consultant to be selected by the Manager of Airport. 5. The Final Scope of Development shall provide for a revised site plan in conformance with the trail improvements, and road improvement and right-of-way dedication along Concord Avenue as described below. It shall also provide for colored renderings of the proposed building elevations. 6. The potential for traffic congestion on John Glenn Drive shall be considered prior to approval of the Final Scope of Development. If necessary appropriate restrictions shall be imposed to assure that delivery traffic to the shopping center does not interfere with other airport traffic. 7. The submittals for Final Scope of Development approval shall provide for a revised landscape plan that is certified by a Landscape Architect for compliance with the Water Conservation Ordinance. Berms or other landscape techniques should be provided within the planter areas fronting on Concord Avenue and John Glenn Drive to help screen the parking lot from public view. 8. The submittals for the Final Scope of Development shall provide for compliance with the Child Care Ordinance. If necessary, a child care response program shall be entered into with the County. 9. All improvements will be designed and constructed in conformance with applicable seismic safety standards and guidelines, including the Uniform Building Code. 10. Comply with the following measures at time of submissions of Final Scope of Development to reduce the threat of surface water pollution from parking lot stormwater run-off on aquatic plants and fish. A. A hydrologic design analysis shall be conducted by the Public Works Department to assess the adequacy of both on- and off-site drainage facilities and determine future requirements. It will be necessary to address the hydraulic impacts from storm water run-off as well as the possibility of water quality hazards from the chemical contamination of run-off. To this end, the hydraulic design analysis will include an evaluation of the need for waste treatment of surface run-off and provide for special drainage system features such as settlement ponds and oil and sand separators. This will be accomplished as near as possible to the time of construction to ensure the latest available information is used. B. After construction, accumulated pollutants in local catch basins shall be removed through periodic cleaning and maintenance. 3. C. During the life of the project, parking lots shall be periodically swept with vacuum sweepers. 11. All new lighting for buildings and parking lots shall be of the high-pressure sodium vapor-type and designed and installed so as not to create unnecessary glare or interference with aircraft operations. Parking lot lighting shall be of an energy-efficient type of high-pressure sodium light. Proper lighting shall be determined at time of the approval of the Final Scope of Development. 12. Project design shall incorporate energy-saving features as required by the Uniform Building Code. Such features may include building insulation, weather stripping and double pane thermal windows. 13. All new utility distribution services shall be undergrounded including the distribution facilities along Concord Avenue. 14. If significant archaeological resources are uncovered during construction activities, construction shall halt and a qualified archaeologist shall be consulted. 15. The following measures shall be followed to mitigate construction dust impacts: A. During construction, all exposed or disturbed soil surfaces shall be periodically watered. B. During construction, cover stockpiles of debris, soil, sand or other materials that can be blown by the wind. C. During construction, trucks carrying dirt, sand or soil to and from the site will be covered. D. The construction area and adjacent streets shall be swept of all mud and dust daily. 16. Prior to commencement of construction, the height of proposed structures and related accessories shall be verified for compliance with the restrictions of the Airport Land Use Commission structural height policies particularly as may apply to the northeastern corner of the site. Also, evidence shall be submitted that the applicant has received approval from the Federal Aviation Administrator for a Notice of Proposed Construction, FAA Form 7460- 1. 17. Any outdoor activities shall be subject to the prior review and approval of the Zoning Administrator. c 4. 18. Comply with the following road, drainage and utility requirements; A. The applicant should be fully aware of the Division 914 (Drainage) requirements of the County Subdivision Ordinance Code and Division 1006 (Road Dedication and Setbacks) requirements of the County Ordinance Code as they pertain to this development. B. The applicant shall be required to convey all storm waters entering or originating within the subject property, without diversion and within an adequate storm drainage facility,to a natural watercourse having definable bed and banks or to an existing adequate storm drainage facility which conveys the storm waters to a natural watercourse. The applicant may discharge his stormwater into the Walnut Creek Channel subject to the requirements of the Flood Control District. All storm drainage facilities shall be designed and constructed in compliance with specifications outlined in Division 914 and in compliance with design standards of the Public Works Department. Verify that all finished floor elevations are above the 100-year flood elevation. Install, within a dedicated drainage easement, any portion of the drainage system which conveys run-off from public streets. C. Unless exceptions are specifically granted, comply with the requirements of Division 1006 (Road Dedication and Setbacks) of the County Ordinance Code. Compliance with the Ordinance includes the following: 1) Constructing curb, 6-foot 6-inch sidewalk (width measured from curb face), necessary longitudinal and transverse drainage, and necessary pavement widening along the frontage of Concord Avenue. The face of curb shall be located 51-feet from the existing median curb. This will require removal of the existing curb and sidewalk and installation of street lights on the north side of the street. This 51-foot width will provide for a continuous acceleration,deceleration lane,from the Walnut Creek Channel to John Glenn Drive. 2) Constructing curb, 6-foot 6-inch sidewalk (width measured from curb face), necessary longitudinal and transverse drainage, and necessary pavement widening along the frontage of John Glenn Drive. South of the first John Glenn Drive access, the road configuration shall be modified to provide: at least an 8-foot wide median area; a 40-foot wide southbound roadway, measured from the median curb face to the outside curb face; and, a 32-foot wide northbound roadway, measured from the median curb face to the outside curb face. The sewer lift 5. station shall be relocated, or, the road widened in that area to provide the additional roadway widths with adequate transitions. Northeast of the second John Glenn Drive access in the case of the Pak N' Save alternative site plan (or north of the first John Glenn Drive access in the case of the Pace alternative site plan) the roadway shall have a 16-foot wide median island with 22-foot north and southbound travel lanes. The existing median island shall be modified at this time to provide the ultimate lane configuration and to provide adequate left turn storage at Concord Avenue and the access points to this development. D. Construct full channelization at the Concord Avenue entrance to this development. The applicant shall also modify existing and provide additional landscape and irrigation facilities to provide adequate stopping sight distance for a 45 mile per hour design speed at this intersection in accordance with Caltrans Highway Design Manual Table 201.1. The leg of this intersection which serves this property shall be constructed as a street type of intersection with 30-foot curb returns and at least a 4-foot wide median island subject to the review of the Public Works Department, Road Engineering Division, and the review and approval of the Zoning Administrator. The intersection lane configuration shall consist of: one left turn lane along all approaches, one northbound and southbound through-right turn lanes, one southbound right turn lane,three eastbound through lanes, one eastbound right turn lane, three westbound through lanes, and one continuous westbound acceleration, deceleration lane. The lane widths and the length of the turning lanes shall be determined by a traffic analysis subject to the review and approval of the Public Works Department, Road Engineering Division. No access shall be permitted from the Concord Avenue access to this property from the adjacent parking lot within 150-feet of the northerly Concord Avenue curb line. E. The John Glenn Drive -Concord Avenue intersection lane configuration shall be modified to include: 1) A southbound approach consisting of one left turn lane, one through lane, and one right turn lane for a total of three approach lanes. The median shall be modified to provide the additional left turn lane. The lane widths and the length of the turnling lanes shall be determined by a traffic analysis subject to the review and approval of the Public Works Department, Road Engineering Division. 2) Modified striping on northbound John Glenn Drive at Concord Avenue for a left turn lane, a northbound through lane and a right turn lane. 6. 3) Lengthen the Concord Avenue eastbound left turn pocket to John Glenn Drive to a 225-foot length plus transitions. 4) Provide adequate landscape and irrigation facilities in the median areas. F. Construct the John Glenn Drive access driveways to this development as street type intersections with at least 20-foot right of way returns with 30-foot curb returns for the truck access points. The driveways shall be perpendicular to John Glenn Drive at their intersection. The southerly driveway shall have at least a 4-foot median island. The applicant shall modify existing landscaping and irrigation facilities to provide adequate corner sight distance for a 30 mile per hour design speed in accordance with Caltrans Highway Design Manual Figure 405.1 A. This will include removal of street trees and some of the proposed onsite parking. The truck entrance shall be designed based on truck turning movements. The median island shall be modified,as necessary,to provide adequate maneuvering room. The driveways shall have a width of at least 30-feet and the truck access a width of at least 40-feet. G. Conveying to the County, by Offer of Dedication, additional right of way on: 1) Concord Avenue as required for the planned future width. The right of way line shall be located 16-feet behind the curb face to provide for a 6-foot 6-inch sidewalk; a 3-foot 6-inch area for a proposed equestrian trail and a 6-foot area for half of a proposed additional left turn lane for westbound Concord Avenue traffic turning south onto John Glenn Drive. The equestrian trail need not be constructed at this time but its construction in the future shall be assured through the execution of a deferred improvement agreement or cash deposit. However, landscaping for the parkway area shall consider eventual implementation of this trail and additional left turn channelization. 2) John Glenn Drive as required for the planned future width. The right of way line shall be located 10-feet behind the ultimate curb face. H. For the Pace Center development alternative, convey to the County, a sight distance easement to provide for adequate sight distance for a 35 miles per hour design speed at the southerly John Glenn Drive access in accordance with Caltrans Highway Design Manual Figure 405.1 A. 7. For the Pak N' Save development alternative, convey to the County a sight distance easement to provide for adequate sight distance for a 35 miles per hour design speed at the two southerly John Glenn Drive access points in accordance with CALTRANS Highway Design Manual Figure 405.1 A. I. install traffic signalization improvements at the Concord Avenue intersection to this development. Coordinate this signal into the current signal progression system. Modify the traffic signals at the John Glenn Drive/Concord Avenue intersection. Modify the signal timing and coordination of all signals in the progression system on Concord Avenue, if necessary, as a result of the new traffic signal. J. Installing street lights on Concord Avenue and John Glenn Drive and annex this property to County Service Area L-100 for maintenance of the street lights. The final number and location of the lights shall be determined by the Public Works Department, Road Engineering Division. K. Install all new utility distribution services underground including the distribution facilities along Concord Avenue and John Glenn Drive. L. Install safety related improvements along John Glenn Drive and Concord Avenue (including traffic signs and channelization) as approved by the Public Works Department. M. Prevent storm drainage, originating on the property and conveyed in a concentrated manner, from draining across the sidewalks and driveways. N. Furnish proof to the Public Works Department, Engineering Services Division, of the acquisition of all necessary rights of entry, permits and/or easements for the construction of off-site, temporary or permanent, road and drainage improvements. 0. Submit a sketch plan to the Public Works Department, Road Engineering Division, for review showing all public road improvements prior to'starting work on the improvement plans. The sketch alignment plan shall be to scale and show proposed and future curb lines, lane striping details and lighting. The sketch alignment plan shall also include adequate information to show that adequate sight distance has been provided. P. Submit improvement plans prepared by a registered civil engineer to the Public Works Department, Engineering Services Division, for review; pay the inspection, plan review and applicable lighting fees. TOese plans shall include any necessary lighting plans, traffic signalization plans, traffic signage and striping plans (including the access driveways in the vicinity of the Concord Avenue) for review by the County Traffic Engineer. The improvement plans 8. shall be submitted to the Public Works Department, Engineering Services Division, prior to the issuance of any building permit. The review of. improvement plans and payment of all fees shall be completed prior to the clearance of any building for final inspection by the Public Works Department. If final inspection is requested prior to construction of improvements, the applicant shall execute a road improvement agreement with Contra Costa County and post bonds required by the agreement to guarantee completion of the work. Q. Submit landscaping plans to the Public Works Department and pay the plan review and field inspection fees. All landscaping and irrigation facilities shall be maintained by the applicant until other sources of funding become available for their maintenance by the County after final inspection is cleared. R. Apply to the Public Works Department for annexation to the County Landscaping District AD 1979-3 (LL-2) for the future maintenance of landscaping and irrigation facilities in median islands, parkways and other areas. S. Install "No Parking" signs along Concord Avenue and the portion of John Glenn Drive located south of the first John Glenn Drive entrance to this property as directed by the Public Works Department. T. The applicant will be required to comply with the requirements of the Bridge/Thoroughfare Fee Ordinance for the Pacheco Area of Benefit as adopted by the Board of Supervisors and as required by the Exclusive Right to Negotiate Agreement. That fee is presently $2.05 per square foot for commercial. U. Construct a 6-foot high chain link fence along the Walnut Creek Channel. V. Limit access onto the on-site access roads leading to John Glenn Drive using one of the following two provisions: 1) For the Pace Center alternative site plan, no access shall be permitted along the John Glenn Drive access road within 75 feet of the John Glenn Drive right-of-way. The access roads shall intersect John Glenn Drive at a right angle. 2) For the Pak N' Save alternative site plan, no access shall be permitted along the two southerly John Glenn Drive access roads within 75-feet of the John Glenn Drive right of way. The access roads shall intersect John Glenn Drive at a right angle. The southerly access road shall be relocated slightly to the south subject to the review of the Public Works Department, Road Engineering Division, and the review and approval of the Zoning Administrator in order to provide better corner sight distance. • Agenda Item #11 Community Development Department Contra Costa County COUNTY ZONING ADMINISTRATOR MONDAY, SEPTEMBER 16, 1991 - 9:30 A.M. I. INTRODUCTION AIRPORT CENTER PROJECT (County of Contra Costa - Owner) - A public hearing on a proposal to develop a shopping center providing for approximately 150,000 square feet of commercial floor area on 13.3 acres. The subject site is located at #50 John Glenn Drive (corner of Concord Avenue) in the Concord area. (ZA: G-14 & H-14) (CT 3270.00) (Parcel 125-010-015) II. SUMMARY Concerns have been raised relative to the project's compatibility with nearby Buchanan Field Airport operations. Notwithstanding a "Plan Inconsistency" action of the Airport Land Use Commission, the project is consistent with that Commission's plan. No portion of the site lies within a designated safety zone. The project is consistent with a larger commercial project that was analyzed and provided for in the 1990 Airport Master Plan. III. RECOMMENDATION Render a decision recommending that the Board of Supervisors: A. Adopt the CEQA findings as contained in Exhibit A reaffirming the CEQA findings adopted for the 1989 Buchanan Field Airport Master Plan EIR/EA as modified by the Addendum to the Airport Master Plan EIR/EA contained in Exhibit B. B. Approve the Airport Center Formal Scope of Development subject to the attached conditions. C. Adopt the attached Reporting Plan for Mitigation Measures contained in Exhibit C. IV. GENERAL INFORMATION A. General Plan: Commercial 0991 Countywide General Plan). The Plan also designates multi-purpose trails along Concord Avenue and the Walnut Creek Channel. 9. W. This requirement for the future construction of an equestrian trail along the frontage of this property will be waived if, in consultation with the EBRPD and affected cities, an alternate routing of the trail is provided for, such as Center Avenue to Marsh Drive to the Walnut Creek Channel. A length of trail, equivalent to that along the project frontage, shall be constructed on this alternate route subject to the review and approval of the Zoning Administrator. If it is not feasible to construct the trail at this time, then an in lieu cash deposit representing the cost to construct the trail will be acceptable. X. Provide one half of one days service of the project traffic engineer, at the direction of the City of Pleasant Hill, to resolve any traffic related issues. Y. Perform a traffic signal warrants analysis of the following intersections if this development produces at least 5% increase in traffic: Burnett/John Glenn, Burnett/Meridian and Meridian/Concord Avenue. The analysis will be based on existing traffic plus approved projects, and on existing traffic plus approved projects plus this development. A proportional share of the cost to signalize these intersections will be derived based upon the warrant analysis and an equivalent cash deposit will be paid to the County and placed in trust fund 8192 for the future signalization of the intersections. RD/aa SPV/ACPC.RD 9/12/91 9/16/91-ZA(a) 2. B. Zoning: Unrestricted. C. Environs: The subject site is located adjacent to Buchanan Field Airport. Commercial uses lie on either side of Concord Avenue. D. Site Description: The 13-acre site is flat. Part of the site is vacant; part is occupied by a rent-a-car business and part is occupied by parking used by - nearby business operations. E. Airport Master Plan: In 1990, the Board of Supervisors adopted an Airport Master Plan encompassing this property. The Master Plan provides for relocation of the passenger terminal from the east side of the airport to the west side. It also provides for extension of Diamond Way to connect with Marsh Drive on the west side of the airport. That Plan designated the 13-acre site for up to 220,000 square feet of commercial floor area. Prior to adopting the Master Plan, an Environmental Impact Report was prepared, circulated for public comment and certified as adequate. F. Proiect History: The history of the Airport Center Project spans over a period of several years. In early 1981, the consulting firm of Gruen, Gruen & Associates was hired to do a marketing analysis and financing strategy report ("Gruen Report") on the 13-acre parcel at the corner of John Glenn Drive and Concord Avenue (subject property) and the 22-acre parcel immediately east of Marsh Drive. The purpose of the Gruen Report was to determine the number of square feet of gross and leasable space that could be developed within the constraints of parcel size, parking, land use regulation, traffic impacts and compatibility with the Buchanan Field and neighboring land uses. The engineering firm of TJKM was also engaged to do a traffic study for the development of these parcels. The Buchanan Field Airport General Plan Amendment and Environmental Impact Report (Buchanan Field Airport EIR) were prepared based on the Gruen Report recommendations concerning type and size of development on the subject property. The General Plan Amendment was adopted by the Board of Supervisors in late 1983. Upon that approval, the Board of Supervisors authorized the Public Works Department to seek bids to build a 416,000 square foot office complex on the subject property. On August 4, 1984 the Board accepted a proposal from Reynolds & Brown to build 416,000 square feet of office space in three buildings ranging from 5 to 10 stories, plus a parking garage and restaurant. The Board thereafter authorized the Public Works 3. Department to negotiate an appropriate lease. In November, 1985 Reynolds & Brown executed a Development Agreement with the County. The Development Agreement conformed to the project described in the Buchanan Field Airport EIR and accompanied an option for a ground lease. In February, 1987 the Grand Jury issued a report recommending a limit on the height of any proposed buildings to the same height as the Sheraton Hotel, adjacent to the subject property. In April, 1987 the Aviation Advisory - Committee (AAC) recommended lowering the proposed project height to no higher than the Airport Plaza project. The Airport Land Use Commission (ALUC) also recommended lowering the height of the proposed project.' Consistent therewith, the Board of Supervisors in June, 1987 ordered staff to negotiate with Reynolds & Brown to reduce the height of the proposed project. The Airport Center Project is the result of those negotiations. G. Board of Supervisors Hearing: The Board of Supervisors is scheduled to consider execution of a Ground Lease, Lease Development Agreement, and Formal Scope of Development with Reynolds & Brown on Tuesday, September 17, 1991. The proposed Airport Center Project constitutes the Formal Scope of Development and would be made part of the proposed Lease Agreement. The purpose of the Zoning Administrator hearing is to take public testimony on the„project and to make a recommendation to the Board of Supervisors on development conditions for the project. V. PROPOSED PROJECT The County has entered into an Exclusive Right to Negotiate (ERN) with Reynolds & Brown for the development of this site. The ERN provides for County approval of a formal scope of development to be followed by approval of a final scope of develop- ment. This project does not require a development permit nor a noticed public hearing. However, because of the interest by members of the public in this project, the County has elected to conduct a public hearing. Notices to potentially interested individuals were distributed 10 days in advance of the hearing. :f The project consists of alternative site plans, both involving shopping center projects and consisting of a total of approximately 150,000 square feet. One shopping center would be anchored by a bulk-goods retail store (Pace); the other by a bulk-food retail store (Pak n'Save). 4. VI. AGENCY COMMENTS A. Airport Land Use Commission: The Airport Land Use Commission considered this project on June 12 and August 14, 1991 . Attached is the staff report from the Commission's June 12, 1991 hearing. While the staff report concluded that both site plans are consistent with the ALUC Plan for Buchanan Field,the Commission nonetheless unanimously voted to find the Airport Center Project inconsistent with the ALUC Plan for Buchanan Field. At the August 14 meeting, the Commission received additional information from the County and Reynolds & Brown in response to the safety concerns. Based on this testimony, the Commission concluded that the Pace Center would constitute less of a threat to public safety. It voted to advise the County that if the Board of Supervisors is inclined to approve a development, that the Pace Center alternative would be preferable. The risk associated with this site plan is thought to be less insofar as population densities would be less intense and generally further removed from nearby runway alignments. B. City of Pleasant Hill: Attached is a letter dated June 18, 1991 from the City inquiring into the environmental determination and traffic mitigations for this project. 7. VIII. DISCUSSION A. Conformity with General Plan: The proposed project conforms with the 1991 General Plan and Airport Master Plan. B. Airport Safety: The plan inconsistency finding of the ALUC is unwarranted. As the letter from the ALUC notes, it is only by making a "broad" interpretation of the Commission plan policies that the Commission is able to reach this conclusion. However, a careful review of designated safety zones indicates that no portion of the site lies within one of the Commission's safety zones, as is documented in the attached ALUC staff report. Therefore, notwithstanding the Commission's desire to broaden previously designated safety zones, the project must be regarded as consistent with the Commission's safety policies. Other background on County coordination with the ALUC warrant attention. First, prior to its adoption in 1990 by the Board of Supervisors, the County referred the proposed Airport Master Plan to the ALUC for review in accord with its statutory obligation. At that time, the proposed Master Plan provided for a larger commercial structure (220,000 square feet of floor area and up to two stories). At that time, the ALUC voted to find the Master Plan including the larger commercial structure consistent with its airport plan policies. 5. Second, in 1990 the County referred the proposed Countywide General Plan to the ALUC for statutory review. As a result of that review, a number of modifications were suggested by the ALUC to provide for consistency with the ALUC policies. All of the suggested changes were incorporated into the final General Plan adopted by the Board of Supervisors. The County was under no statutory obligation to refer the Airport Center _ project to the ALUC. The referral was volunteered as a courtesy in accord with a project referral practice suggested by the Commission. The action of the Commission on the review of the Airport Center project is strictly advisory and will have no legal effect on the County's decision. Attached is an excerpt of an opinion from County Counsel on this matter. Still,the restrictions recommended by the ALUC should be incorporated into the project approval. C. Site Plan Considerations: 1) Parking: Both alternative site plans have sufficient parking to satisfy the County ordinance requirements. .2) Landscaping: The preliminary landscape plan must be modified to comply with the Water Conservation Ordinance. The plan presently provides for excessive turf area. 3) Trails: The plan provides for an on-street bike lane and 6-foot sidewalk along Concord Avenue. An equestrian trail along Concord Avenue should be added. .4) Signage Program: The proposed signage program provides for use of four monument signs. The number and size of signage seems excessive for a business district in which signage is relatively low key (e.g., the McDonald's restaurant across the freeway has only one small monument sign. D. Traffic Congestion on John Glenn Drive: There is concern that delivery trucks bringing goods to the center could pose a traffic congestion problem on John Glenn Drive. John Glenn Drive presently has restricted flow capacity by virtue of the existing median islands. Restrictions should be required to limit the time of deliveries to non-business hours. E. Concord Avenue/John Glenn Drive Intersection Improvements: At the intersection of Concord Avenue/John Glenn Drive,the EIR/EA recommended the addition of a second left turn lane along the east bound and west bound approaches as a mitigation measure. This recommendation was based on 6. cumulative year 2000 traffic volumes. The traffic analysis presented in the Addendum is based on the future traffic volumes forecast for the cumulative year 1996. This was done in accordance with Measure C's Technical Proce- dures which requires a cumulative conditions analysis based on the approved and proposed developments expected to occur within a minimum of five years. Thus, based on the cumulative year 1996 traffic volumes, a second east bound and west bound left turn lane would not be warranted. _ IX. CALIFORNIA ENVIRONMENTAL QUALITY ACT REVIEW On May 8, 1990 the Board certified as adequate the Environmental Impact Re- port/Environmental Assessment prepared for the Airport Master Plan Update, Airport Access Plan Amendment, Golf Course Lease, General Plan Amendment, Circulation Improvements, and Related Implementation for the Buchanan Field Airport ("EIR/EA"). On that same day, the Board adopted the General Plan Amendment and the Statement of Findings and Over-riding Considerations as required by the California Environmental Quality Act ("CEQA") ("CEQA Findings") in support of the Amendment. The General Plan Amendment previously approved and analyzed in the FEIR/EA limits the use of Parcel A to a low profile 1-to-2 story commercial center totalling approxi Z. mately 200,000 square feet. The FEIR/EA evaluated all possible significant environmental impacts of designating Parcel A for commercial use. The Airport Center Project consists of a one story commercial building totalling approximately 150,900 square feet. The Airport Center Project is consistent with the development analyzed for Parcel A in the FEIR/EA. Consistent with Public Resources Code Section 21166 no further environmental documentation is required in that: (1) substantial changes are not proposed in the Airport Center Project which would require major revisions to the EIR/EA; (2) substantial changes will not occur with respect to the circumstances under which the Airport Center Project is being undertaken which would require major revisions in the EIR/EA; and (3) no new information has become or is expected to become available which will relate to significant effects not previously discussed in the EIR/EA. An Addendum to the EIR/EA has been prepared which addresses the future traffic volumes forecast in accordance with Measure C's Technical Procedure. This Addendum consists only of minor technical changes and additions to the EIR/EA. These changes made to the EIR/EA in the Addendum do not raise new important issues. 7. X. CONCLUSION The proposed project as recommended will be consistent with the General Plan designation and with the airport safety policies of the Airport Land use commission and County. The traffic impacts will be mitigated in accord with the Growth Management Element policies. RD/aa SPV/ACP/RD 9/12/91 APPROVAL OF LEASE DEVELOPMENT AGREEMENT WITH REYNOLDS & BROWN CEQA FINDINGS The Board finds that the Airport Center Project is consistent with the development analyzed for Parcel A in the Environmental Impact Report/Environmental Assessment for the 1989 Buchanan Field Airport Master Plan Update. Airport Access Plan Amendment, Golf Course Lease, General Plan Amendment, Circulation Improvements and Related Improvements for Buchanan Field Airport (EIR/EA) . The Board further finds, consistent with Public Resources Code section 21166 , that no further environmental documentation is required for the approval of the Airport Center Project in that: i ) substantial changes are not proposed in the Project which would require major revisions to the EIR/EA; (ii ) substantial changes will not occur with respect to the circumstances under which the Project is being undertaken which would require major revisions in the EIR/EA and ( iii) no new information has become or is expected to become available which will relate to significant effects not previously discussed in the EIR/EA. ' The Board further finds that the Addendum to the EIR/EA, attached hereto, adequately addresses the traffic volumes forecast consistent with Measure C' s Technical Procedures . The Board further finds , consistent . with CEQA Guidelines § 15164 , that said Addendum consists only minor technical changes and additions to the EIR/EA, and that the changes made to the EIR/EA in the Addendum do not raise new important issues . The Board has reviewed the EIR/EA and Addendum and finds that they have been completed in accordance with CEQA and all state and County guidelines pertaining thereto. The Board hereby concurs in and ratifies the previous certification of the EIR/EA. Mitigation measures were suggested in the EIR/EA in order to minimize the adverse environmental effects of the development analyzed for Parcel A. Refined mitigation measures are also suggested in the Addendum. The feasible mitigation measures suggested in the EIR/EA were adopted by the Board and shall be implemented, in addition to those measures adopted in the Addendum, consistent with the Reporting Plan attached hereto as Exhibit "C. " NOW, THEREFORE, BE IT RESOLVED that the EIR/EA, CEQA Findings and Addendum were presented to the Board of Supervisors , and the Board considered the information contained therein before reaffirming, certifying and approving the following; REAFFIRMS its previous certification of the EIR/EA and adoption of the CEQA EXHIBIT A Findings ; CERTIFIES that the Addendum to the EIR/EA has been completed in compliance with CEQA; and ADOPTS the Reporting Plan and approve the Lease Development Agreement . sla2:exh-a.r&b ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT/ENVIRONMENTAL ASSESSMENT FOR THE AIRPORT MASTER PLAN UPDATE, AIRPORT ACCESS PLAN AMENDMENT, GOLF COURSE LEASE, GENERAL PLAN AMENDMENT, CIRCULATION IMPROVEMENTS AND RELATED IMPLEMENTATIONS FOR BUCHANAN FIELD AIRPORT ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT/ENVIRONMENTAL ASSESSMENT FOR THE AIRPORT MASTER PLAN UPDATE, AIRPORT ACCESS PLAN AMENDMENT, GOLF COURSE LEASE, GENERAL PLAN AMENDMENT, CIRCULATION IMPROVEMENTS AND RELATED IMPLEMENTATIONS FOR BUCHANAN FIELD AIRPORT This Addendum addresses the future traffic volumes forecast in accordance with Measure C's Technical Procedures associated with the Airport Center Project proposed to be located northeast of the Concord Avenue/John Glenn Drive intersection in Contra Costa County. Measure C's Technical Procedures require a cumulative I onditions analysis based on the approved and proposed developments expected to occur within a minimum of 5 years. The attached Airport Center Traffic Study prepared by DKS Associates, dated September 1991, addresses the traffic impacts associated with the Airport Center Project as required by Measure C. The Traffic Study is hereby incorporated by this reference as if set forth herein in full. The traffic impacts for this Project were originally addressed and fully analyzed in the Environmental Impact Report/Environmental Assessment for the Airport Master Plan Update, Airport Access Plan Amendment, Golf Course Lease, General Plan Amendment, Circulation Improvements, and Related Implementation for Buchanan Field Airport ("EIR/EA") . The traffic analysis contained in the EIR/EA was based on cumulative year 2000 traffic volumes. The EIR/EA was certified by the Board of Supervisors on May 8, 1990. The Airport Center Project was analyzed under the General Plan Amendment portion of the EIR/EA. That section of the EIR/EA analyzed the development of Parcel A (Airport Center Project property) for a low profile one-to-two story commercial center totalling approximately 220, 000 square feet. The Airport Center Project only consists of, a one story commercial building totalling approximately 150,900 square feet. An addendum is appropriate to discuss and resolve the traffic issue since: 1) a change in the Airport Center Project is not being made that will require important revisions to the EIR/EA due to the involvement of significant environmental impacts not previously considered, . 2) a substantial change in surrounding circumstances has not occurred that requires important revisions to be made to the EIR/EA due to the involvement of significant environmental impacts not previously considered, 3) no new information of substantial importance has arisen that creates a significant effect that was not previously analyzed, 4) only minor changes or additions are necessary to make the EIR/EA adequate, and 5) the information contained in the addendum does not raise important new issues about the significant environmental effects of the Project. (See, CEQA Guidelines §15164 . ) AIRPORT CENTER TRAFFIC STUDY prepared for Contra Costa County by DKS Associates September 1991 SEPTEMBER 11 , 1991 VERSION DKS Associates 1956 Webster St;eer, Suite 300 Oakland CA 94612 (415) 763-2061 Fax: (415)263-1739 September 5, 1991 Mr. Steve Wright Contra Costa County Public Works Department 255 Glacier Drive Martinez, CA 94553 Subject. Airport Center Traffic Impact Study P91134-Ol/A Dear Steve: Attached is the final report of the Airport Center Traffic Impact Study. In this study, we evaluated the traffic impacts associated with the proposed 150,900 square foot retail and commercial center, including assessment of the impacts at twelve study intersections, evaluation of traffic signal progression on Concord Avenue, and.suggestion of appropriate mitigation measures. We have enjoyed working with you on this project. Terry Rie of Contra Costa County and Pamela Ashley and Frank Watanabe of the City of Concord have also provided valuable input on this important project. If you have any questions pertaining to the report, please call Kevin Aguigui at (510) 763-2061. Sincerely, DKS ASSOCIATES A California Corporation 7, Z Warren A. Tighe, P.E. Principal Kevin G. Aguigui Project Manager PKS Associates Contents Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2- Existing Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Existing Circulation And Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Existing Traffic Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3. Future Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Future Traffic Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Off-site Project Circulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Transit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 4. Traffic Signal Analysis . . . . . . . . . . . . . . . . . . 27 5. Mitigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Tables Table 1 Level of Service Definitions Signalized Intersections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Table 2 Levels of Service Existing Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Table 3 Project Trip Generation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Table 4 Trip Generation Approved Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Table 5 Level of Service Comparisons Existing Conditions Approved Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Table 6 Comparison of Measures of Effectiveness (MOEs) Signal Progression Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 i i ®KS Associates Figures Figure 1 Project Location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Figure 2 AM Peak Hour Volumes Existing Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Figure 3 PM Peak Hour Volumes Existing Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Figure 4 AM Peak Hour Project Volumes . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . 15 Figure 5 PM Peak Hour Project Volumes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Figure 6 Approved Projects and City's Capital Improvement Programs . . . . . . . . . . . . . . . . . . . 17 Figure 7 r AM Peak Hour Volumes - Existing Plus Approved Projects With Capital Improvement Program (Without Project) . . . . . . . . . . . . . . . . . . . . . . . 18 Figure 8 PM Peak Hour Volumes - Existing Plus Approved Projects With Capital Improvement Program (Without Project) . . . . . . . . . . . . . . . . . . . . . . . 19 Figure 9 AM Peak Hour Volumes - Existing Plus Approved Projects With Capital Improvement Program (With Project) 22 r. Figure 10 PM Peak Hour Volumes - Existing Plus Approved Projects With Capital Improvement Program (With Project) . . . . . . . . . . . . . . . . . . . . . . . . . 23 Figure 11 Proposed Lane Configurations and Roadway Improvements . . . . . . . . . . . . . . . . . . . . 25 P911a"I/A ii DKS Associates Executive Summary This report presents the tragic impacts associated with the Airport Center project proposed to be located northeast of the Concord Avenue/John Glenn Drive intersection in Contra Costa County. The proposed project would consist of a PACE discount retaillcommercial store and space totalling 150,900 square feet in area or an alternative Pak and Save shopping center and other retail/commercial space. Based on the estimated trip generation for the PACE Club and the Park and Save alternative, it was determined that the PACE Club would generate more vehicle trips and thus would have greater traffic impacts. The proposed project (PACE Club and retail/commercial space) would have access onto Concord Avenue via a driveway on John Glenn Drive and also from a secondary signalized driveway on Concord Avenue located about 700 feet to the east of John Glenn Drive. Three scenarios were evaluated in the analysis. These were: 1) existing conditions, 2) existing conditions plus City approved projects, and 3) existing conditions plus City approved projects plus the proposed project. For the latter two scenarios, it was assumed the roadway improvements identified in the City's Capital Improvement Program would be in place. These include the replacement of the I-680 northbound off-ramp at Concord Avenue with new northbound on and off-ramps intercepting Burnett Avenue, an extension of Diamond Boulevard -north from Concord Avenue to Marsh Drive, and the. signalization of the Diamond Boulevard/Burnett Avenue intersection. The traffic analysis involved -evaluation of the project's traffic impacts at 12 signalized intersections maintained by the City of Concord. The analysis was conducted using Contra Costa County Measure C, Level of Service (LOS) guidelines. For existing peak hour conditions, all study intersections operate at LOS C or better, with the exception of Concord Avenue/Market Street, which operates at LOS D during the P.M. peak hour. The operation at Concord Avenue/Market Street is acceptable according to the County's and the City's LOS guidelines. For the existing conditions plus City approved projects scenario, the existing peak hour service levels would remain the same as existing. When project-related traffic is added, only one intersection would degrade in LOS, this being the Concord Avenue/Diamond Boulevard intersection, which would operate at LOS D, an acceptable service level. Traffic signal synchronization analyses were also performed for the three scenarios. For each scenario, it was determined that the addition of a 5-phase signal (having a left-turn arrow for Concord Avenue left-turns) at an intersection about 700 feet east of John Glenn Drive would minimally increase system stops and delay, but not stop entire platoons of vehicles if the signal were timed appropriately. It should also be noted that a brief traffic signal warrant analysis was conducted showing that a signal is warranted based on Caltrans' Warrant 11 "Peak Hour P91134-01/A 1 ®KS Associates Volumes". It is suggested that a comprehensive warrant analysis be conducted prior to installation of the traffic signal. Transportation improvements are suggested to offset traffic impacts caused by the proposed project. These are depicted in Figure 11, and include: • At the new signalized intersection 700 feet east of John Glenn Drive, left-turn pockets on Concord Avenue would be installed. The minimum pocket lengths suggested are 125 feet for the eastbound left-turn lane and at least 100 feet for the westbound left- turn lane. • The intersection of Concord Avenue/John Glenn Drive would have a new south bound left-turn pocket constructed in the median and the eastbound left-turn lane lengthened to 225 feet. • A westbound auxiliary lane on Concord Avenue between John Glenn Drive and the new project driveway is proposed as part of the project. The modified westbound cross-section will include three 12-foot wide through lanes, a 15-foot wide au-dliary lane, and a 6-foot wide sidewalk. i I I "1134-01/A 2 DKS Associates 1. Introduction This report presents the traffic impacts associated with the Airport Center project proposed to be located northwest of the Concord Avenue/John Glean Drive intersection. The proposed project would be located on a parcel of land, hereafter referred to as "Parcel A," in Contra - Costa County (see Figure 1). This study utilizes previous work performed for the Buchanan Feld Airport Master Plan Environmental Impact Report and information provided by Contra Costa County and the City of Concord. r The proposed project would consist of a PACE discount retail store and retail/commercial space in three pads. The proposed area of each pad is as follows: Discount Retail: 108,000 square feet Retail/Commercial (Pad 1): 10,000 square feet Retail/Commercial (Pad 2): 8,700 square feet RetaiVCommercial (Pad 3): 24,200 square feet Total: 150,900 square feet In addition, an alternative to the project would be a Pak and Save shopping center plus other retail/commercial space. Based on the estimated trip generation for both the PACE Club and the Park and Save alternative, it was determined that the PACE Club would have greater traffic impacts and was analyzed as the proposed project in this study. The proposed project would provide direct access onto Concord Avenue via a driveway at John Glenn Drive and also from a secondary signalized driveway located about 700 feet to the east of John Glenn Drive. The traffic analysis involved examination of the short-term and cumulative traffic impacts of the proposed project and resulting levels of service at twelve study intersections located along Concord Avenue, Diamond Boulevard, and Willow Pass Road. In addition, a traffic signal progression analysis was conducted along Concord Avenue between the Interstate 680 ramps and the State Route 242 ramps. The capacity analysis was conducted at the study intersections for both the A.M. and P.M. peak hours for the following land use growth scenarios: 1) Existing Conditions 2) Existing Conditions plus Approved Projects (without Project) 3) Existing Conditions plus Approved Projects plus Project. �ii�ovA 3 0 DKS Associates It was assumed in the second and third scenarios that improvements identified in the City of Concord's Capital Improvement Program would be in place. The approved projects are those proposed to be constructed within the next five years. There are no roadway improvements associated with the approved projects. ,•w so�iates 0r�+�� c pcoieot — o site f S c c � -, Ave. H a Broadwa Got` `r Sutter 242 CD o c 660 y Qa or n o� \ e � a c� �o 6ao -TJON oc pR • 0 DKS Associates 2. Existing Conditions This section of the report discusses the existing traffic conditions in the study area including the roadway network, and the traffic operating conditions at the study area intersections. EXISTING CIRCULATION AND ACCESS The roadways that provide local and regional access to/from the proposed project are described below. Freeways Interstate 680 (I--680) is a north-south freeway with four through lanes in the vicinity of the project. The freeway is located to the west of the project site. This freeway is currently being widened to six lanes north of Willow Pass Road. I-680 would provide the majority of the project's regional access. State Route 242 (SR 242) is a north-south freeway with four through lanes in the vicinity of the project. This ffeeway would provide secondary regional access to/from the project. State Route 4 (SR 4) is an east-west freeway with four through lanes in the vicinity of the project. This route would provide regional access for the project to the north of the project. ,t Access to this freeway would be via I-680 and State SR 242. Roadways Concord Avenue is an east-west arterial with six through lanes in the vicinity of the project. This arterial would provide the primary local access to/from the project. Access to I-680 and SR 242 would be provided directly from Concord Avenue. Pacheco Boulevard is a north-south arterial with six through lanes in the vicinity of-the project. This arterial would provide local access to the areas to the north and south of the project as well as a direct access route to southbound I-680. South of Concord Avenue, Pacheco Boulevard becomes Contra Costa Boulevard. John Glenn Drive is a two-lane, north-south minor street with a landscaped median divider north of Concord Avenue. South of Concord Avenue, John Glenn Drive is a two-lane roadway with no center median. On-street parking is currently provided on both sides of John Glenn Drive. This street would provide access to Concord Avenue and the local areas in Concord. Currently, P91134-Ol/A 6 DOCS-Associates this road terminates in the public parking lot which serves the commercial and general aviation terminals of the Buchanan Field Airport. Willow Pass Road is a major east-west arterial with six through lanes which would provide secondary local access for the project as well as a secondary access to I-6W via Diamond Boulevard. It is not anticipated that many project trips would utilize this roadway since Concord Avenue would provide more direct access to other local routes. Diamond Boulevard is a four-lane, north-south collector street running from Willow Pass Road to Concord Avenue located to the west of the project site. This roadway serves as a collector route between Concord Avenue and Willow Pass Road. EXISTING TRAFFIC CONDITIONS This section describes the existing weekday peak hour traffic volumes and levels of service at the study area intersections. Levels of Service Capacity analyses were conducted for the A-M. and P.M. peak hours at the study intersections using,the .Circular 212 planning methodology' with intersection capacities (saturation flow rate per lane per hour) increased from 1500 to up to 1800 vehicles per hour in accordance with Measure C's Technical Procedures. This method is based on the relationship of critical movement volumes through an intersection to the theoretical capacity of that intersection. The calculation of volume-to-capacity ratios (V/C ratios) reflect a maximum sum of critical volumes of 1,800 vehicles per hour at a two-phase intersection, 1,710 vehicles per hour at a three-phase intersection, and 1,650 vehicles per hour at a four-phase intersection. Table 1 provides the Level of Service definitions. The study intersections consisted of the following: 1) Concord Avenue/Contra Costa Boulevard 2) Concord Avenue/I-680 northbound ramps 3) Concord Avenue/Diamond Boulevard 4) Concord Avenue/John Glenn Drive 5) Concord Avenue/Stanwell Drive 6) Concord Avenue/Via de Mercados 7) Concord Avenue/Market Street - SR 242 8) Pacheco Boulevard/I-680 southbound ramps 9) Diamond BoulevardBumett Avenue ' Interim Materials on Highway Capacity, Transportation Research Board, Circular No. 212, Washington, D.C., January, 1980. P91134-01/A 7 r' DKS Associates Table 1 Level of Service Definitions Signalized Intersections Volume to Level of Capacity Service Ratio Description A 0.00-0.60 Free Flow/Insignificant Delays: No approach phase is fully utilized by traffic and no vehicle waits longer than one red indication. B 0.61-0.70 Stable Operation/Minimal Delays: An occasional approach phase is fully utilized. Many drivers begin to feel somewhat restricted within platoons of vehicles. C 0.71-0.80 Stable Operation/Acceptable Delays: Major approach phases fully utilized. Most drivers feel somewhat restricted. D 0.81-0.90 Approaching Unstable/Tolerable Delays: Drivers may have to wait through more than one red signal indication. Queues may develop but dissipate rapidly, without excessive delays. E 0.91-1.00 Unstable Opera tion/Signitcant Delays: Volumes at or near capacity. Vehicles may wait though several signal cycles. Long queues form upstream from intersection. F > 1.00 Forced Flow/Excessive Delays: Represents jammed conditions. Intersection operates below capacity with low volumes. Queues may block upstream intersections. Source: interim Matcia&on Highway Capacity,Transportation Research Board,Circular No.212.Washington D.C.,1980. 10) Willow Pass Road/I-680 southbound ramps 11) Willow Pass Road/1-680 northbound ramps 12) Willow Pass Road/Diamond Boulevard These study intersections were determined by Contra Costa County and the City of Concord. The capacity analysis conducted for the existing conditions scenario serves as one method of comparison of the impacts of the project to the existing street network. Existing A.M. and P.M. ?91134-01/A 8 DOCS Associates peak hour traffic volumes were provided from two sources: 1) The City of Concord and 2) The Buchanan Feld Airport Master Plan EIR. The existing peak hour volumes are shown in Figures 2 and 3. Table 2 shows the existing levels of service and V/C ratios of the study intersections. Currently, all the study intersections operate at LOS C or better during both peak hours, with the _ exception of Concord Avenue/Market Street, which operates at LOS D during the P-M. peak hour. It should be'noted that the levels of service and volume-to-capacity ratios based on Measure C's Technical Procedures may produce results more favorable than the City of Concord's methodology. Table 2 Levels of Service Existing Conditions A.M. Peak Hour P.M. Peak Hour Intersection LOS V/C LOS V/C Pacheco Boulevard/1-680 SB ramps A 0.45 A 0.59 Concord Avenue/Contra Costa Boulevard A 0.53 B 0.69 Concord Avenue/I-680 NB ramps C 0.76 C 0.71 Concord Avenue/Diamond Boulevard A 0.42 A 0.57 Concord Avenue/John Glenn Drive A 0.37 A 0.48 Concord Avenue/Stanwell Drive A 0.50 B 0.62 Concord Avenue/Via de Mercados A 0.33 A 0.50 Concord Avenue/Hwy 242-Market Street B 0.62 D 0.82 Diamond Boulevard/Burnett Ave A 0.17 A 035 Willow Pass Road/I-680 SB ramps A 0.35 A 0S9 Willow Pass Road/1-680 NB ramps A 0.57 C 0.72 Willow Pass Road/Diamond Boulevard A 0.46 C 0.75 Source DKS Associates P91134-o1/A 9 } i 'k— 127 �r y 4•-1410 Sociates � 330.� AS ' 774 x,.67 200 'L�/b �'a3 � ��• �m 200—4 Poll, � 1 C��4* ��t oca > BrC3hWdy 3 ti 315 Suffer � � 4-817 875 ti 242 � t,6.�.-► �� 1 I x ,77--A o bib, O 'Z *I, _0 ti 1 ,p% •• s�1s`� ti o a sti,�i^' a1 Ygil...1 1,. 4uMES Fp,M pEPK' Go�dii�o�s �X�st1�9 N ::27 20 ia 55 DK5 A - / 1r , l�lyti1�'�e b� 4--1173 Z � � z� a ptoodcff _ o gtte Broadway w i� �-607 ►5 I-a Go Sumer r—Sao CD <" 92�P 2; 5621 ( I v W7 3'a—a r, f O ez'Y Za3�l `fpr' d ,o lb 10 ti h 3���-► � 680 ,ham � �s ' Fi9ur8 K HOUR V pM PM PE conditions Exiytin9 • • ' DKS Associates 3. Future Conditions To evaluate the impacts of the proposed project, the existing conditions were compared to the future analysis scenarios. This section focuses on the analysis of project-related impacts on study area roadways and intersections. In addition, this section contains a discussion of the =- route designations in the study area under Measure C and its relevance to the traffic analysis. Measure C Implications Measure C provides for designation of all freeways and selected arterials as Routes of Regional Significance (or "Regional Routes"). Rather than requiring that level of service standards be applied to all of these roads, local jurisdictions, through the forum provided by the Authority, are to determine the appropriate measures and programs for mitigation of regional traffic impacts. Interstate 680, SR 242, and their corresponding ramps, and Contra Costa Boulevard are regional routes. Until adopted, proposed Routes of Regional Significance will retain their status as Basic Routes and will maintain level of service standards acceptable to jurisdictional standards. A Basic Route is..any roadway that is not classified as a "Route of Regional Significance," or a location requiring a "Finding of Special Circumstances." The traffic service standard for an urban area is LOS D and the central business district/major commercial center is LOS E. All signalized intersections studied in this report are in the urban area, with the exception of Concord Avenue/Market Street, which is considered in the central business district. Project Trip Generation and Distribution To assess the project's impacts on the study area roadways, the resultant vehicle-trips generated by the project were distributed over the roadway system. The trip generation rates and trip distribution percentages used for the proposed project are consistent with those from the Buchanan Field.Airport Master Plan EIR and subsequent studies. Table 3 shows the trip generation rates by land use. The "pass by" percentage reduction used for the Airport Master Plan EIR for the proposed retail/commercial uses was 30 percent. For this analysis, the "pass by" reduction factor was reduced from 30 percent to 15 percent to be more conservative. This reduction factor was applied to the trip rates for the retail/commercial uses with the exception 2 Review of the Buchanan Airport Master Plan EIR for Contra Costa County, by TJKM Transportation Consultants, April, 1991. P91134-01/A 12 ®SCS Associates Table 3 Project Trip Generation — A.M. Peak Hour — — P.M. Peak Hour — Daily Trip Trip Trip Rate/ Daily Rate/ Split Trips Rate/ Split Trips Land Use Size Unit Unit Trips Unit In/Out In/Out Unit In/Out In/Out Discount 108 KSF 48.6 5,249 0.49 87/13 46/1 3.89 56/44 235/185 Warehouse Retail 43 KSF 93.4' 4,016 2.34' 70/30 70130 9.25' 49/51 195202 Stores TOTAL 9,265 116/37 430/387 ' Assumes a 15 percent reduction for"pass by" trips. Sources: TJKM Transportation Consultants; Contra Costa County. of the discount retail (PACE Club) warehouse, which was assumed not to have any "pass by" trips.3 As shown in Table 3, the project would generate about 9,270 daily trips with about 150 vehicle- trips during the A.M. peak hour and about 820 vehicle-trips during the P.M. peak hour. Based on the vehicle trip-distribution documented in the Buchanon Airport Master Plan EIR and subsequent studies, the estimated project trips were assigned to the study roadway network. The trip distribution used for the project is follows: • 30 percent to/from the north along I-680 • 10 percent to/from the east along SR 4 • 20 percent to/from the east along Concord Avenue/Galindo Street • 24 percent to/from the south along I-680 • 6 percent to/from the west along Taylor Boulevard 3 This assumption is consistent with subsequent studies for the Buchanan Field Airport Master Plan EIR p91134-01/A 13 ®ISS Associates • 4 percent to/from the west along Chilpancingo Parkway • 1 percent to/from the west along Center Avenue • 2 percent to/from the south along Contra Costa Boulevard • 3 percent to/from the south along Market Street Figures 4 and 5 show the peak hour project volumes at the study intersections. - - FUTURE TRAFFIC CONDITIONS The following sections discuss the impacts of the proposed project on future traffic. Existing Plus Approved Developments Without Project Approved Developments. A listing of the approved developments in the vicinity of the project and their respective trip generation rates are shown in Table 4. Figure 6 shows the locations of these approved developments. During the A.M. peak hour, the approved developments are projected to generate about 720 vehicle-trips and during the P.M. peak hour about 1,110 vehicle trips. There were no mitigation measures associated with the approved projects, therefore the City of Concord's Capital Improvement Program is the basis for proposed off-site improvements. Programmed Improvements. For the approved development scenario, the programmed roadway improvements were assumed to be in-place and are as follows: • Replace I-680 northbound off-ramp at Concord Avenue with northbound on and off ramps at Burnett Avenue. The existing northbound on-ramp at Concord Avenue will remain. • Extend Diamond Boulevard north from Concord Avenue to Marsh Drive near Center Avenue. • Signalize the intersection of Diamond Boulevard/Burnett Avenue. The peak hour traffic generated from the approved developments was distributed onto the future roadway network based on the project's distribution as well as existing travel patterns. The traffic volumes associated with the approved developments added to existing volumes are shown in Figures 7 and 8. A capacity analysis was performed with existing traffic volumes plus projected traffic from the approved developments (see Table 5). With approved developments, but without the project, the levels of service at the study intersections would continue to operate at LOS C or better during both peak hours with the exception of Concord Avenue/Market Street which would continue to operate at LOS D during the P.M. peak period. Pvitsa I/A 14 . Scc � ,6 ��;�. fr � ,o� �KASS r + v • 9 r � g1t0 c 135 33 eroadway sutler to r 23 I S. r- 9 70 S ro 686 ,� Qa '•, �33 Qa n O 7� U� e pK F19O IVO pN► P pto�e�en Ps pR ttt► `ti with Gap, 1 ®SCS Associates Cp t 61 60 129 54_y �► 20Z� X29,�'► i Project u`o �. �--12, Slte �-- 0 i Goad Goy $ ti 93 3% 24 N is l r es o 77. + t(� 12 680 p i 9 Q`a Qayy 521J' � I d I II Q a . 680 i i Figure 5 PROJECT PM PEAK HOUR VOLUMES With Capital Improvement Program ®ifs Associates O`. °r �oc� Project << �� Site 3 o I o ve. � B � p G e10a 24 H 680 Off/ 5 o Qa5 a� 0, 0 N A Querio Light Industrial * E B Acura Car Dealership C Mt. Diablo School District (Maintenance Facility) D office Club E Marriott Residence Inn F Home Depot G Lexus Auto Dealership a 680 H LincokrMercury-Saab Auto Dealership Figure 6 SourcAPPROVED PROJECTS Home eDepot Traffic Impact Study &. CITY'S CAPITAL by TJKM Transportation Consultants IMPROVEMENT PROGRAMS DKS Associates Jac 1475 12 00 — log q� Project O� 3...e a �+rS >• 2 y oXa OC�� C ° T qa_ 18 f zX • n N p°�` + '62 252 m � 626 r'd�+ �'� `c`� 42 vT 31S 5 anti1! 680 225 r X099 y �. 0 —'\ $A�Z 0 �a 32a aim .tits OIL >d, �lb ej`Ib 684 Figure 7 AM PEAK HOUR VOLUMES Existing plus Approved Projects With Capital Improvement Program (Without Project) ®KS Associates SS .90 27 J. r 53 ��L4 56, o ` r oc Project site y N 134? _. 963 "r N`"�' � c 1690 l gag h N 1 r3 co 576 11 ti SA.9 $70 P '�7 QO Q Bi0a� } "'a 543 f �� �.� `CJ 24 e n 607 Ar— a�a�� 4 pC ir°' s97 92 G 3o U ,� qua y a �r(' 7 a66 680 mj x1996 0 ?. Qa .... �►tib 9 � + af°2 l • a s a 5�5 V J �t9 r ° co `5�► < a 680 Figure 8 PM PEAK HOUR VOLUMES Existing plus Approved Projects With Capital Improvement Program (Without Project) 0 ®SCS Associates Table 4 Trip Generation Approved Developments — A.M. Peak Hour — — P.M. Peak Hour — Daily Trip Trip Trip Rate/ Daily Rate/ Split Trips Rate/ Split Trips Land Use Size Unit Unit Trips Unit In/Out In/Out Unit In/Out In/Out Home Depot 102 KSF 41.3* 4,223 0.41* 87/13 37/15 330* 56/44 190/149 Querio Light 66 KSF 7.0 462 0.97 88/12 56/8 1.04 12/88 8/61 Industrial Acura Car 24.9 KSF 60.0 1,494 4.80 60/40 72/48 6.00 40/60 .60/90 Dealership & Repair Facility Mt. Diablo 53.2 KSF 7.0 373 0.97 88/12 45/6 1.04 12/88 7/49 School District Maint. Facility Office Club 19.6 KSF 20.6 404 2.51 87/13 43/6 2.60 16/84 8/43 Marriott 150 Rooms 8.7 1,305 0.71 66/34 70/36 0.66 54/46 54/46 Residence Inn Lexus Auto 17.5 KSF 60.0 1,050 4.80 60/40 50/34 6.00 40/60 42163 Dealership ' Lincoln- 40.4 KSF 60.0 2,424 4.80 60/40 116178 6.00 40/60 97/145 Mercury-Saab <; Auto Dealership Total 11,735 489/231 466/646 Assumes a 15 percent reduction for"pass by' trips. Source Institute of Transportation Engineers, Trip Generation, 4dh Edition,1987; and TJKM Transportation Consultants. P9113"I/A 20 r .1 I' DKS Associates Table 5 Level of Service Comparisons Existing Conditions Plus Approved Developments With Capital Improvement Program AM Peak Hour - - PM Peak Hour --- Without With Without With Project Project Project Project Intersection LOS V/C LOS VIC LOS VIC LOS VIC Pacheco Blvd/1-680 SB Ramps A 0.47 A 0.48 B 0.63 B 0.68 Concord Ave/Contra Costa Blvd A 0.53 A 0.54 C 0.72 C 0.79 Concord Ave/1-680 NB Ramps A 0.42 A 0.43 A 037 A 0.40 Concord Ave/Diamond Blvd B 0.65 B 0.66 C 0.79 D 0.84 Concord Ave/John Glenn Drive A 0.40 A 0.42 A 0.50 B 0.63 Concord Ave/Secondary Driveway - -- A 0.32 - -- A 0.49 Concord Ave/Stanwell Drive A 0.51 A 0.52 B 0.64 B 0.68 Concord AveNia de Mercados A 0.34. A 0.34 A 0.55 A 0.58 Concord Ave/Hwy 242-Market St B 0.65 B 0.65 D 0.86 D 0.88 Diamond Blvd/Bumett Ave A 0.55 A 0.55 A 0.47 A 0.49 Willow Pass Rd/1-680 SB Ramps A 0.36 A 036 A 0.60 A 0.60 Willow Pass Rd/I-680 NB Ramps A 0.60 A 0.60 C 0.74 C 0.74 Willow Pass Rd/Diamond Blvd A 0.48 A 0.48 C 0.79 C 0.79 Existing Plus Approved Developments Plus Project The traffic estimated to be generated by the proposed project was added to the existing plus approved development traffic volumes for this scenario (see Figures 9 and 10). Capacity analyses were then performed for this scenario. With the addition of project traffic, none of the levels of service would change at the study intersections during the A.M. peak hour, but during the P.M. peak hour, the level of service would change at one intersection, Concord Avenue/Diamond Boulevard. The level of service at this intersection would change from LOS C (0.79 V/C ratio) to LOS D (0.84 V/C ratio). This level of service would still be satisfactory meeting both of the LOS requirements for urban areas under the City of Concord's Policy and Procedure No. 1444 and the County's Technical Procedures for Measure C. In addition, the intersection of Concord Avenue/Market Street would continue to operate at LOS D (0.88 V/C 4 Traffic Impact Analysis and Mitigation Requirements, City of Concord, Policy and Procedure, No. 144, 1/20/89. P91154-01/A 21 DKS Associates Ik_ 17 9s � � � y16 ,!� X1368 t � *�r,o35—A ,s08 1019--► I I Dti ,►"� $� 69�� 10.E ,2 O� Rr ♦ t. O N` 653 �:i\• rt r ��c� Project 2 1 ` Site p N 1563 2->• � � °C 25i �8 20~ N h ,56 N ~� /6e 51 42 N � 5 92 UoF � a 7 �2 239 �L ,566—' 0 S j� � i > p6� p �'Leg1 � 4 o� ti�z lb roll 680 Figure 9 AM PEAK HOUR VOLUMES Existing plus Approved Projects With Capital Improvement Program (With Project) . CCS Associates 'JS $tc i ��. 1529 ,0 a' r6Tp7 °��`� �t �� ♦ �� w 129 ���� ��' 1627 z7 $3 695 cC Off. a Project �.. .. . T462 s c 3 a _ R 48 5 $�N 5Q S T 182—), i •tv 60A D1„� Oqy rC 8108 + r war � �J�r 4 it, N 1� i 1.OF42 rs"� 607 ^�► �i F C� J 4 * 682 fi �� Gaya off° ° , � y )f 2 saa o-i o '0 ti v � �-/�''��� �\� bye fir► t Z.1 0 0J2`� � o • Sal ;info 51► a 680 Figure 10 PM PEAK HOUR VOLUMES Existing plus Approved Projects With Capital improvement Program (With Project) DOCS Associates ratio) during the P.M. peak hour under this scenario. This result would satisfy Measure C's Technical Procedures for urban areas. This intersection is also excluded from LOS requirements under the City of Concord's Policy and Procedure No. 144. Under Measure C, the cumulative year for this traffic analysis should be 1996. However, since there are no other approved or proposed projects other than those listed in Table 4 up to the year 1996, the Cumulative Conditions scenario is the same as the Existing plus Approved Development scenario, with and without the project. At the request of the County, DKS performed a sensitivity analysis to determine when a second eastbound left-turn would be needed at the intersection of John Glenn Drive and Concord Avenue. A second lane may be needed before the year 2000, as discussed in the Airport Master Plan EIR. The analysis, which held all other movements constant except the left-turn, determined that a second eastbound left-turn lane would be required by the time the A.M. peak hour left-turn demand is approximately 340 vehicles and/or the P.M. peak hour left-tum demand is approximately 250 vehicles. OFF-SITE PROJECT CIRCULATION -This section describes other off-site circulation impacts of the proposed project including stacking capacity at the project driveways, auxiliary lanes, and the recommended storage lengths for left turn pockets at the project access intersections. Figure 11 illustrates the recommended roadway improvements between John Glenn Drive and the project driveway. Stacking Capacity at Driveways To evaluate the stacking capacity at the project's driveways, a queueing analysis was conducted for each project driveway. The queueing analysis is based on the 90th percentile queue according to the Poisson distribution for an average signal cycle length. The 90th percentile queue is the queue length which would be expected to be exceeded only about 10 percent of the time during the average red time for an approach. Along the southbound approach of John Glenn Drive, the site plan indicates storage of about 500 feet per lane. This would be more than adequate storage for future peak hour traffic volumes along this approach. The minimum storage needed for-the southbound approach would be about 175 feet per lane based on the 90th percentile queue. At the project driveway/Concord Avenue intersection, a minimum storage of about 150 feet per lane (6 vehicles) would be needed to satisfy the 90th percentile queue during the P.M. peak hour. This is due to the number of southbound right turning vehicles proceeding from the project site onto westbound Concord Avenue. It is proposed that the southbound egress driveway would have an effective storage length of about 150 feet to the first parking aisle, which would accommodate the estimated 90th percentile queue. P9113"I/A 24 V+ D ' 0 m J Z may;9� `\ \, :•• / '°�ti0 e O00 \1 s 1 � G � 1 `OG A0 li ii N Fm! rn by 4- 0 T mG Za Np Z N DKS Associates Auxiliary Lane On Concord Avenue between the project driveway and John Glenn Drive an auxiliary lane is proposed as part of the project. At John Glenn Drive, this westbound lane would become an exclusive right tum lane onto northbound John Glenn Drive. A right turn deceleration lane is recommended for westbound right turning vehicles entering the project site with a storage length of at least 100 feet. This lane would allow the right turning vehicles to move out of the through traffic stream thereby not disrupting signal progression along Concord Avenue. Figure 11 shows the proposed cross-section along westbound Concord Avenue between the project driveway and Concord Avenue. Left Turn Storage Lengths The recommended left turn storage bay lengths are based on the Poisson 90th percentile queue length. At the intersection of John Glenn Drive/Concord Avenue, it is recommended that the . left turn storage pocket on the eastbound approach be lengthened to 225 feet (it is currently about 180 feet long). The existing left turn storage pocket length of 275 feet for the westbound approach along Concord Avenue is sufficient for future operations. At the intersection of the project driveway/Concord Avenue, the left turn storage pocket on Concord Avenue's eastbound approach is recommended to be at least 125 feet. The left turn storage pocket along westbound Concord Avenue is recommended to be at least 100 feet. The recommended geometrics for Concord Avenue between John Glenn Drive and the project driveway are shown in Figure 11. TRANSIT The Contra Costa County Transit Authority is the only existing transiubus line that runs near the project site. The Line 119 runs between the Concord BART station and Diablo Valley College along Concord Avenue via Galaxy Way. Currently, there are bus stops located along Galaxy Way, south of Concord Avenue, within walking distance of the project site.. Also, the .. bus stops at the Buchanan Airport four times daily. No changes to the existing transit service would be necessitated by the project. P911:"ISA 26 DKS Associates 4. Traffic Signal Analysis Traffic signal progression analyses were conducted along Concord Avenue. The following intersections were included in the progression analyses: 1) Concord Avenue/Contra Costa Boulevard 2) Concord Avenue/I-680 NB ramps 3) Concord Avenue/Diamond Boulevard 4) Concord Avenue/John Glenn Drive 5) Concord Avenue/Project Driveway (Proposed) 6) Concord Avenue/Stanwell 7) Concord Avenue/Via de Mercados 8) Concord Avenue/SR 242-Market Street The analyses consisted of determining if the current benefits--of signal coordination along this arterial could be maintained as a single system. For a coordinated system of signalized intersections, several factors are employed in determining the effectiveness of achieving an optimized system. The measures of effectiveness (MOEs) used for this analysis are the average delay (seconds per vehicle) and total uniform stops (vehicles per hour and percent of total vehicles). The average delay is calculated by dividing the total delay on the roadway by the total flow. Stopped vehicles refers to the total number of stopped or queued vehicles per hour. Signal timing optimization and coordination for each scenario was performed using TR.ANSYT- 7F, a traffic network computer modeling program. The existing signal coordination along Concord Avenue was conducted in the 1990 City of Concord FETSIM project. Thus, the Concord Avenue system model used for this analysis was adapted from the City's 1990 FETSIM project. The model was calibrated to represent observed field conditions for both peak periods. All model parameters were held constant (i.e. lane geometry, degrees of saturation) unless future improvements are programed for an intersection. The progression analysis also evaluated the potential impacts due to an additional traffic signal between the intersections of Concord Avenue/John Glenn Drive and Concord Avenue/Stanwell Drive, about 700 feet to the east of John Glenn Drive. The progression analysis was conducted for each scenario with and without the project driveway. Table 6 summarizes the MOEs for each scenario and brief descriptions for each scenario follows. P9113 ISA 27 � : \ � , \ � � b . "All 2$® � % s A . � C 00 . \ � / R $ \ �0 ® ƒ ± I vl� \ � k a ■ a � �\ � ? ƒ ¥ � + ■ � ® f$ +� ƒ � j & � U � DKS Associates For the future scenario, Concord Avenue's intersections at Contra Costa Boulevard/SR 242- Market Street would require a higher cycle length than the remaining coordinated intersections and were assumed to run in the "free" (or "uncoordinated") mode. This was done because incorporating these intersections into the coordinated system would force a higher system cycle length causing increased delay for the minor streets with small improvements to vehicle progression. At present, these intersections are running 'free" due to intersection capacity .•- constraints. At Concord Avenue and the I-680 NB ramps, the northbound off-ramp would be replaced with ramps at Burnett Avenue, which would mean that there would no longer be an intersection at this location. The time-space diagrams for the system are provided in Appendix A Information regarding current signal timing was provided by DKS Associates and the City of Concord staff. Existing Conditions. Four intersections are currently coordinated along Concord Avenue during the A.M. and P.M. peak periods. Concord Avenue's intersections with Diamond Boulevard, John Glenn Drive, Stanwell Drive and Via de Mercados are operating at 80 second cycle lengths during the AM. and P.M. peak periods and have east-west progression along Concord Avenue. The remaining three intersections are operating in "free" or "uncoordinated" mode. The intersection of Concord Avenue/John Glenn Drive currently operates with exclusive left turn phasing from Concord Avenue and the northbound and southbound approaches both move in a single phase. Existing plus Approved Developments plus Project. Based on the future year 1996 traffic volumes, and the Diamond Boulevard extension, Concord Avenue's intersections with Diamond Boulevard, John Glenn Drive, Stanwell Drive and Via de Mercados could be coordinated with a system cycle length of 90 seconds during both peak hours. For analysis purposes, it was assumed that the northbound and southbound left turn movements at John Glenn Drive and at Diamond Boulevard would eventually receive exclusive left turn phasing as a worst case. At the project driveway, a single phase would operate for both the northbound and southbound movements while the northbound and southbound left turns would be permitted movements with no exclusive left turn phasing. Also, the intersections were modeled with enough "green" time for pedestrians to cross Concord Avenue. The addition of the signalized project driveway would have minor impacts on signal progression. Total stops would experience an increase of about seven percent during the A.M. peak hour and about three percent during the P.M. peak hour. The progression bandwidths with installation of the project driveway would experience less than a one percent change in greentime for the coordinated directions (eastbound and westbound) for both peak hours. In summary, the construction of the project driveway would have minor impacts on signal progression. Comparing the project with and without the project driveway, the project with the driveway would increase the amount of total stops for the system, but the progression bandwidths would experience less than an one percent decrease in green time. The signalized P91134-01/A 29 DOCS Associates driveway would alleviate any congested conditions at John Glenn Drive by providing for more equal ingress/egress patterns at the project site. Traffic Signal Warrant Analysis The potential need for a traffic signal installation was assessed at the project driveway/Concord Avenue intersection for the existing conditions plus approved developments plus project scenario for both peak hours. An initial means of evaluating the need for the installation of a traffic signal at an unsignalized intersection is contained in eleven Traffic Signal Warrants outlined in Chapter 9 of the Caltrans Traffic Manuals. However, due to the extensive data collection needed to complete all eleven traffic signal warrants, only Warrant 11, "Peak Hour Volumes," was evaluated. This warrant is satisfied with the cumulative P.M. peak hour volumes. (It is suggested that a comprehensive warrant analysis be conducted prior to installing the traffic signal.) s California Department of Transportation, Traffic Manual, Chapter 9, 1990. P9113"I/A 30 ®KS Associates 5. Mitigations This section identifies transportation improvements suggested to mitigate the impacts at study intersections caused by the proposed project. Some of these mitigation measures are already proposed as part of the proposed project or are City of Concord programmed future improvements at the study intersections. Mitigations included in the project: e Installation of an intersection on Concord Avenue about 700 feet east of John Glenn Drive. The intersection would include a traffic signal incorporating left-turn phasing from Concord Avenue. Left-tum storage bays would be installed on Concord Avenue--minimum lengths would be 125 feet for the eastbound left-tum bay and at least 100 feet for the westbound left-turn bay. o Modification of the intersection of Concord Avenue and John Glenn Drive by installation of a southbound left-turn storage bay. The north leg of this intersection would then have one lane assigned to each movement. The eastbound left-tum lane on Concord Avenue should also be lengthened to 225 feet. e Widening along the north side of Concord Avenue to accommodate an auxiliary westbound traffic lane between the project driveway and John Glenn Drive. The modified westbound cross-section will include three 12-foot wide through lanes, a 15- foot wide auxiliary lane, and a 6-foot wide sidewalk. At the intersection of Concord Avenue/John Glenn Drive, the Airport Master Plan EIRE recommended the addition of a second left turn lane along the eastbound and westbound approaches as a mitigation measure. This recommendation was based on cumulative year 2000 traffic volumes. The traffic analysis presented in this study for the Airport Center is based on the future traffic volumes forecast for the cumulative year 1996. This was done in accordance with the Measure C's Technical Procedures which requires a cumulative conditions analysis based on the approved and proposed developments expected to occur within a minimum of five years. Thus, based on the cumulative year 1996 traffic volumes, a second eastbound and westbound left tum lane would not be warranted. As discussed previously, the eastbound left-turn lane would be carrying a significant amount of project-related traffic, as well as other traffic accessing the airport area. The sensitivity analysis, which held all other movements at the intersection constant except the left-turn, determined that a second eastbound left-turn lane would be required by the time the A.M. peak hour left-turn 6 Buchanan Field.Airport Master Plan DEIR, October, 1989, P. III-84. P91134-01/A 31 ®SCS Associates demand is approximately 340 vehicles and/or the P.M. peak hour left-tum demand is approximately 250 vehicles. Summary of Mitigations for Approved Projects: The approved projects listed in Table 4 are all within the City of Concord. Off-site mitigation .. measures were not required for any of the listed projects. However, the City of Concord did require each development to pay off-site mitigation fees (OSIP) based on the gross square footage of the new building. These fees will be used for off-site improvements in accordance with the City's Policy and Procedure No. 144. Summary of Mitigations in 5-year Capital Improvement Program: • Replace I-680 northbound off-ramp at Concord Avenue with northbound on and off ramps at Burnett Avenue. The existing northbound on-ramp at Concord Avenue will remain. • Extend Diamond Boulevard north from Concord Avenue to Marsh Drive near Center Avenue. • Signalize the intersection of Diamond Boulevard/Burnett Avenue. i i I i P9113"I/A 32 APPENDIX A Traffic Analysis Airport Center Traffic Study DKS ASSOCIATES Existing Conditions TRACS 4.2 AM Peak Hour 9/11/91 9:43:55 TOTAL VOLUMES BY TURNING MOVEMENT NORTHBOUND SOUTHBOUND EASTBOUND WESTBOUND INTERSECTION V/C LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT sxzxszx-_scsaxvz=xzzlLszze=z�xzzezxzzzzz=zzzzczzsxzasss!lzzatzz! !l::ss!!a!!a!!!!!=!lixlisi=liitxitiiiiiitiiilii! 1 Contra Costa Bl & Concord Avenue 0.53 A 26 123 204 665 447 241 57 593 49 244 445 230 2 I-680 NO on/off t Concord Avenue 0.76 C 518 0 734 O 0 0 255 1266 0 0 639 210 3 Diamond Blvd & Concord Avenue 0.42 A 142 0 93 0 0 0 0 1402 489 173 777 0 . 4 John Glem Or & Concord Avenue 0.37 A 21 7 100 68 9 55 97 714 164 278 1287 78 5 Stanwell Drive & Concord Avenue 0.50 A 0 0 0 43 0 63 330 774 0 0 1410 127 6 Via de Mercados i Concord Avenue 0.33 A 72 0 50 0 0 0 0 617 200 67 1465 0 7 Market/Hwy 242 & Concord Avenue 0.62 B 296 362 50 319 598 744 156 416 177 75 817 315 8 I-680 SB on/off & Pacheco Blvd 0.45 A 10 343 55 271 657 0 2 3 2 656 4 12 9 Diamond Blvd & Burnett Avenue 0.17 A 33 150 23 54 465 97 42 3 20 56 9 14 10 I-680 SB ramps & Willow Pass Rd 0.35 A 0 0 0 631 0 404 0 793 110 0 860 91 11 I-680 NO ramps & Willow Pass Rd 0.57 A 541 0 540 0 0 0 222 1383 0 0 945 212 12 Diamond Blvd & Willow Pass Rd 0.46 A 67 26 18 179 33 138 548 1308 213 137 666 330 13 & O.DO A 0 0 0 0 0 0 0 0 0 0 0 0 14 & 0.00 A 0 0 0 0 0 0 0 0 0 0 0 0 15 & 0.00 A 0 0 0 0 0 0 0 0 b 0 0 0 %irport,Center Traffic Study DKS ASSOCIATES :xisting Conditions TRACS 4.2 'M Peak Hour 9/11/91 9:51:2 'OTAL VOLUMES BY TURNING MOVEMENT NORTHBOUND, SOUTNBOUMD EASTBOUND WESTBOUND NTERSECTION V/C LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT assass^a�_:—______:_■:__::___=__:__:_____: :::: :::::sem: �:� �:.::x=x=z_.zzzzx�zzzwz :::_:: 1 Contra Costa 81 & Concord Avei- 0.69 8 125 605 694 497 638 195 182 513 10 545 804 690 2 1-680 N8 on/off & Concord Avenue 0.71 C 586 0 247 0 0 0 281 1035 0 0 1453 667 3 Diw and Blvd . & Concord Avenue 0.57 A 885 0 285 0 0 0 0 992 284 161 1484 0 4 John Glenn Dr & Concord Avenue 0.48 A 164 12 398 73 10 97 51 1032 50 171 1300 30 5 Stanwell Drive & Concord Avenue 0.62 B 0 0 0 218 0 334 55 1574 0 0 1320 27 6 Via de Mercadoa & Concord Avenue 0.50 A 175 0 86 0 0 0 0 1610 182 85 1173 0 7 Market/Hwy 242 & Concord Avenue 0.82 D 230 582 113 303 476 378 562 1377 390 92 544 607 & I-680 S8 on/off & Pacheco Blvd 0.59 A 172 1185 261 189 814 47 95 45 111 495 53 27 9 Diamond Blvd & Burnett Avenue 0.35 A 41 836 97 59 371 40 115 34 52 85 15 84 0 I-680 SS ramps & Willow Pass Rd 0.59 A 0 0 0 424 0 367 0 1653 510 0 2504 539 1 I-660 NB ramps & Willow Pass Rd 0.72 C 606 0 327 0 0 0 339 1805 0 0 1978 406 2 Diaw"Id Blvd & Willow Pass Rd 0.75 C 283 115 253 472 112 867 454 1511 88 128 1313 302 3 & 0.00 A 0 0 0 0 0 0 0 0 0 0 0 0 4 & 0.00 A 0 0 0 0 0 0 - 0 0 0 0 0 0 5 & 0.00 A 0 0 0 0 0 0 0 0 0 0 0 0 Airport Center Traffic Study DKS ASSOCIATES Existing Conditions plus Approved Projects without Project TRACS 4.2 AN Peak Hour 9/11/91 9:55:54 NORTHBOUND SOUTHBOUND EASTBOUND WESTBOUND INTERSECTION V/C LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT sassss::szazsassazssss:szs=sazzo_�ass�osa�ssssssssszsa:s:ssssssssassss:assssssssssssszsass:zssssssz::ssssas:ssssszssssss=�ssas 1 Contra Costs St & Concord Avenue 0.53 A 31 131 226 600 468 241 57 626 62 252 462 147 2 1-660 MB on/off & Concord Avenue 0.42 A 0 0 0 0 0 0 0 1511 0 0 1099 225 3 0f&uond Blvd & Concord Avenue 0.65 8 560 100 504 166 100 10 10 1378 758 173 834 58 4 John GLem Dr & Concord Avemie 0.40 A 21 7 100 68 9 55 97 856 164 278 1352 78 5 Stanwell Drive & Concord Avenue 0.51 A 0 0 0 43 0 63 330 916 0 0 1475 127 6 Vis de Nercados & Concord Avenue 0.34 A 72 0 52 0 0 0 0 759 200 79 1530 0 7 Market/Hwy. 242 & Concord Avenue 0.65 S 360 396 50 319 654 759 161 425 231 75 851 315 8 1-680 S8 on/off & Pacheco Blvd 0.47 A 10 368 55 271 710 0 2 3 2 709 4 12 9 Diamond BLvd & Burnett Avenue 0.55 A 33 150 23 57 474 333 971 32 324 56 10 14 10 I-680 S8 raips & Willow Pass Rd 0.36 A 0 0 0 642 0 404 0 931 116 0 879 112 11 1-660 NB ramps & Willow Pass Rd 0.60 8 544 0 626 0 0 0 222 1432 0 0 997 214 12 Diamond BLvd & Willow Pass Rd 0.48 A 67 26 18 179 33 140 559 1397 213 137 720 330 Airport Center Traffic Study DKS ASSOCIATES Existing Conditions plus Approved Projects without Project TRACS 4.2 PM Peak Hour 9/11/91 9:56:38 NORTHBOUND SOUTHBOUND EASTBOUND WESTBOUND INTERSECTION V/C LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT zeaaaasasassssasa=azsssaaz:aasa�azzss:sazzzsass:::s�a�sas�:saaaaaaasesaaaa�smsssasass�sssssss�ssaaaassssassssas::::azzzz:azs 1 Contra Costa el i Concord Avenue 0.72 C 139 621 703 500 650 195 182 543 17 570 849 576 2 I-680 NB on/off L Concord Avenue 0.37 A 0 0 0 0 0 0 0 1078 0 0 1996 717 3 Dimond Blvd & Concord Avenue 0.79 C 1328 162 426 110 100 10 10 963 630 161 1633 30 4 John Glenn Dr i Concord Avenue 0.50 A 164 12 398 73 10 97 51 1112 50 171 1469 30 5 Stanwell Drive & Concord Avenue 0.64 B 0 0 0 218 0 334 55 1654 0 0 1489 27 6 Via de Nercados Z Concord Avenue 0.55 A 175 0 134 0 0 0 0 1690 182 146 1342 0 7 Market/Hwy 242 i Concord Avenue 0.86 D 297 651 113 303 521 402 590 1439 466 92 595 607 8 I-680 SS on/off 3 Pacheco Blvd 0.63 B 172 1237 261 189 863 47 95 45 111 561 53 27 9 Diaewrxi Blvd L Burnett Avenue 0.47 A 41 836 97 74 419 321 527 76 116 85 52 96 10 I-680 SB ramps i Willow Pass Rd 0.60 B 0 0 0 426 0 367 0 1682 514 0 2557. 579 11 I-680 NS ramps i Willow Pass Rd 0.74 C 610 0 417 0 0 0 339 1836 0 0 2154 417 1Z Diamond Blvd t Willow Pass Rd 0.79 C 283 115 253 472 112 912 511 1576 88 128 1421 302 Airport Center Traffic Study DKS ASSOCIATES Existing Conditions plus Approved Projects with Project TRACS 4.2 AM Peak Hour 8/21/91 6:40:16 TOTAL VOLUMES BY TURNING MOVEMENT NORTHBOUND SOUTHBOUND EASTBOUND WESTBOUND INTERSECTION V/C LEFT "THW RIGHT LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT osssss--� =asassssssss:seas=sssssssss:ss:ssssss:ssssssssssasaastasssssssssssssasssssss::ssas::ssssa:sssss=sssssss:ssss 1 Contra Costa Bl i Concord Avenge 0.54 A 31 131 236 641 468 241 57 630 62 255 464 156 2 I-680 NB on/off L Concord Avenue 0.43 A 0 0 0 0 0 0 0 1566 0 0 1112 238 3 Diamond Blvd L Concord Avenue 0.67 8 560 100 532 168 100 10 10 1433 758 173 860 58 4 John Giem Or i Concord Avenue 0.45 A 21 7 100 73 9 81 181 856 164 278 1352 111 5 Stanwell Drive 4 Concord Avenue 0.52 A 0 0 0 43 0 63 330 927 0 0 1508 127 6 Via de Mercados i Concord Avenue 0.34 A 72 0 52 0 0 0 0 751 220 79 1563 0 7 Market/Hwy 242 i Concord Avenue 0.65 B 364 398 50 319 654 765 163 433 232 75 874 315 8 1-680 S8 on/off i Pacheco Blvd. 0.48 A 10 368 64 271 710 0 2 3 2 749 4 12 9 Diamond Blvd L Burnett Avenue 0.56 A 33 150 23 57 474 333 999 32 324 56 10 14 10 1-680 SB ramps i Willow Pass Rd 0.36 A 0 0 0 642 0 404 0 831 116 0 879 112 11 1-660 NB ramps 3 Willow Pass Rd 0.60 8 544 0 626. 0 0 0 222 1432 0 0 997 214 12 Diaaond=Blvd L Willow Pass Rd 0.48 A 67 26 18 179 33 140 559 1397 213 137 720 330 13 Proj Driveway L Concord Avenue 0.32 A 10 10 10 10 10 13 35 1019 10 10 1368 17 i I i i I I i I I • I Airport Center Traffic Study DKS ASSOCIATES Existing Conditions plus Approved Projects wit6-Project TRACS 4.2 PM Peak Hour 8/21/91 6:40:53 TOTAL VOLUMES BY TURNING MOVEMENT NMTHBOU40 SOUTHBOUND EASTBOUND WESTBOUND INTERSECTION V/C LEFT- THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT LEFT THRU RIGHT mmamssoazn_=aasszazazsan�zazzsaszsass:asa:aazsszaz:saasasaassassawwazaasaz:azsaasaaaasassszzs:szazszssaassazxa:sz 1 Contra Costa Bl i Concord Avenue 0.79 C 139 621 738 651 650 195 182 561 17 601 864 669 2 1-680 NB on/off i Concord Avenue 0.40 A 0 0 0 0 0 0 0 1280 0 0 2135 853 3 Diaax, Blvd i Concord Avenue 0.84 D 1328 162 529 114 100 10 10 1165 630 161 1908 33 4 John Glenn Dr i Concord Avenue 0.63 B 164 12 398 182 10 376 361 1112 50 171 1469 150 5 Stanwell Drive 3 Concord Avenue 0.68 B 0 0 0 218 0 334 55 1763 0 0 1610 27 6 Via de Mercados i Concord Averse 0.58 A 175 0 134 0 0 0 0 1800 182 146 1462 0 7 Market/Hwy 242 L Concord Avenue 0.88 D 310 651 113 303 521 424 609 1516 478 92 682 607 8 I-680 SS on/off & Pacheco Blvd 0.68 B 172 1237 354 189 863 47 95 45 111 712 53 27 t 9 Diamond Blvd i Burnett Avenue 0.50 A 41 836 97 74 419 321 630 76 116 85 52 96 i 10 1-680 SB ramps i Willow Pass Rd 0.60 B 0 0 0 426 0 367 0 1682 514 0 2557 579 11 I-680 NS ramps L Willow Pass Rd 0.74 C 610 0 417 0 0 0 339 1836 0 0 2154 417 12 Dialm Blvd i Willow Pass Rd 0.79 C 283 115 253 472 112 912 511 1576 88 128 1421 302 13 Proj Driveway 4 Concord Avenue 0.49 A 10 10 10 54 10 140 129 1627 10 10 1529 61 APPENDIX B Traffic Signal Progression Analysis i < T R A N S Y T - 7 F T I M E - S P A C E D I A G R A M > ROUTE NO. 1 ROUTE TITLE: CONCORD AVENUE FROM DIAMOND BLVD VIA DE MERCADOS (No Driveway) - AM PEAK HOUR TIME AXIS 1S 1N: SEC TIME SCALE = 2 SEC/C DIST. LE = 100 FT/LINE 1 2 3 4 5 6 7. 8 9 10 11 NODE 12345678901234567890123456789012345678901234567890123456789012 45678901234567 90123456789012345678901234567890 DISTANCE . t 80 :•M. i ►/ jQ(� ��j rrrrrrrrw i rrrrrrrrrr 0 FT 81 :•r STAcI�IW�U/ rrrrrrrrrrrrrrrrr rrrrrrrrrrrrrrrrr 220 FT I I I I I I I I I I I I I I I I I i I I I f f 82 --------- � +++++++++++rrrrrrrrrrrrrrrr �_ +�+�++.+++ rrrrrrrrrrrrrrrr..•-•••• +++ 1940 FT I I I I I a T i 3 I I I I I I I I I I I I I I I I I rrrrrrrrrrrrrrrrrrrrrrrrr rrrrrr*rrrrrrrrrrrrrrrrrr r*k+*r+*rr*r++ 3680 FT NODE 12345678901234567890123456789012345678901234567890123456789012345678901234567 0123456789 12345678901234567890 DISTANCE 1 2 3 4 5 6 7 9 10 11 SCALE CONVERSIONS: +++ GREEN IN DOWN,DIRECTION AVG. TIME DISPLACEMENT: TIME/INCH = 2 * 10 (AT 10 CHAR/INCH) GREEN IN BOTH-DIRECTIONS 1254.55 / SPEED DIST/INCH = 100 * 6 (AT 6 LINES/INCH) --- GREEN IN UP DIRECTION *** RED IN BOTH DIRECTIONS �XiSTInIG-r + I�JJ�L� P�w1i� 1� --VEi. �v1��(jS 0 < T R A N S T T - 7 F T I M E - S P A C E 0 I A G R A M > ROUTE N0. 1 ROUTE TITLE: CONCORD AVENUE FROM DIAMOND BLVD 0 VIA DE MERCADOS - AM PEAK HOUR TIME AXIS IS IN: SEC TIME SCALE ■ 2 SEC/ , DIST. LE • 100 FT/LIME 1 2 3 4 5 6 7 8 9 10 11 NODE 1234567890123456789012345678901234567890123456789012345678901 567890123456 123456789012345678901234567890 DISTANCE :------------------------------------------------------------ --------------- ------------------------------------------- 80 VIAE Z�e MSZ,,rA90,5 ge ss+.. 0 FT 81 !°f ST�nI h/�l� I I 220 FT I I I - I � I I I ! 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TIME DISPLACEMENT: TIME/INCH = 2 ' 10 (AT 10 CHAR/INCH) GREEN IN 0TH DIRECTIONS 1254.55 / SPEED DIST/INCH = 100 ` 6 (AT 6 LINES/INCH) --- GREEN IN UP DIRECTION RED IN BOTH DIRECTIONS E'M 5n NC-i + A PP9aVEp (W/ i"')P-1 VE 'A�'f REPORTING PLAN FOR THE AIRPORT CENTER PROJECT REPORTING PLAN FOR THE AIRPORT CENTER PROJECT INTRODUCTION On May 8, 1990, the Contra Costa County Board of Supervisors certified the Environmental Impact Report/Environmental Assessment ("EIR/EA") for the Buchanan Field Airport General Plan Amendment ("General Plan Amendment") and adopted the Statement of Findings and Overriding Considerations and Mitigation Monitoring Program ("California Environmental Quality Act ( ICEQA' ] Findings") for the Amendment. On that same date, the Board adopted the General Plan Amendment. The EIR/EA analyzed all the significant environmental impacts that could possibly result from the General Plan Amendment. The General Plan Amendment included the development of Parcel A (the subject property) as a low profile 1-to-2 story commercial center totalling 220, 000 square feet. On September 17, 1991, the Board reviewed and considered the EIR/EA as it relates to the development of Parcel A. The Board determined that the Airport Center Project was consistent with the development analyzed in the EIR/EA for Parcel A. On that same date, the Board reaffirmed its previous certification of the EIR/EA and adoption of the CEQA Findings, certified the Addendum to the EIR/EA, and approved this Reporting Plan and the Airport Center 1 Project. The Project consists of a one story commercial building, totalling approximately 150, 900 square feet. Mitigation measures were adopted by the Board, in the CEQA Findings, to minimize the adverse environmental impacts of the development of Parcel A. Refined mitigation measures were also adopted by the Board as recommended in the Addendum. This document constitutes the overall plan ("Reporting Plan") to implement those mitigation measures and the conditions imposed by the Board to further mitigate environmental impacts. Mitigation Monitoring Programs are required as part of CEQA under Public Resources Code §21081. 6. That section requires that a reporting or a monitoring program be established to ensure that the mitigation measures adopted and conditions of approval imposed on a project to avoid or mitigate significant environmental effects are implemented. The Mitigation Monitoring Program adopted on May 8, 1990, in addition to this Reporting Plan, fulfills. this requirement of the law as it relates to the development of Parcel A. MONITORING AGENCY As the lead agency on the EIR/EA, the County will act as the. Monitoring Agency of this Reporting Plan. As the Monitoring Agency, it is responsible for ensuring full compliance with the provisions of this Plan. The County shall delegate duties or responsibilities for monitoring to the appropriate departments and some monitoring responsibilities may be assumed by other 2 FORMAT OF REPORTING PLAN This Reporting Plan is structured to track the mitigation measures adopted by the ,Board of Supervisors in the CEQA Findings as they relate to the development of Parcel A. The Plan also tracks the refined measures as adopted in the Addendum and the conditions imposed by the Board to further mitigate environmental impacts. The Reporting Plan first identifies, in summary form, the impact, mitigation measures to be implemented and the timing of such implementation, if not otherwise obvious. The Plan also provides space for comments or notations by the Monitoring Agency or designated individual ("Monitor") regarding the status of the implementation of the mitigation measures. REPORTING PROCEDURE The designated Monitor will verify and track all procedures required for each mitigation measure and ensure that the timing for implementation specified is complied with, making any specific comments or notations in the space provided. All comments, notes, memoranda, studies or reports regarding mitigation monitoring review shall be kept in the specific project files. 3 A. HYDROLOGY AND WATER QUALITY (P. III-12) Impact, Mitigation Measures and Timing: The following summarized mitigation measures will reduce the potential impacts on local water quality to a level of insignificance: 1. Prior to construction, the developer shall prepare a hydrologic survey to assess the adequacy of drainage facilities and determine future require- ments. 2 . After construction, the developer shall remove pollutants from local catch basins. 3 . The parking lots and access roads shall be periodically swept with vacuum sweepers during construction. The following summarized mitigation measures will reduce the potential impacts of construction to a level of insignifi- cance: 1. During construction, pollutants (such as fuels, oil, bitumens, sewage and other toxic or hazardous chemicals and materials) shall not be discharged into drainage facilities, nor stored or dumped in any location where they might enter the groundwater or drainage systems. 2 . Construction-related fuel spills, and related service contamination will be monitored and cleaned up by the developer as quickly as possible. 3 . Grading activities will be limited to periods of dry weather. 4 . During construction, water from washing aggregate or other operations. containing sediments will be treated by filtration or settlement, or other appropriate means. 5. Prior to the commencement of construction activities, the developer shall prepare and submit a Comprehensive Construction Erosion Control Plan. This Plan shall include the use of temporary silt fences or bailed hay to prevent silt intrusion into existing drainage channels and water courses. 4 6. Construction impact mitigation requirements will be made a part of all construction contracts and enforced by inspectors. The following is an additional measure imposed by the Board as a condition of approval to further mitigate water quality impacts: 1. The developer shall convey all storm waters entering or originating within the project, without diversion and within inadequate storm drainage facility, to a natural water course having definable bed and _ banks or to an existing adequate storm drainage facility which conveys the storm waters to a natural to a natural water course. 2 . The developer may discharge his storm water into the Walnut Creek channel subject to the requirements of the Flood Control District. 3 . All storm drainage facilities shall be designed and constructed in compliance with specifications outlined in Division 914 and in compliance with design standards of the Public Works Department. 4 . Developer shall prevent storm drainage, originating on the property and conveyed in a concentrated manner, from draining across the sidewalks and driveways. Comments: Monitor's Name: signature: Date: 5 B. GEOLOGY AND SOILS (PP. III-20 to III-21) Impact. Mitigation Measures and Timing: The following summarized mitigation measures will reduce the potential impacts of expansive soils and soil compression on buildings and paving to a level of insignificance: 1. Consider supporting proposed structures on deepened footings. Slabs on graded pavement areas may have to be supported on a layer of imported non-expansive fill. The appropriate method shall be determined _ at the time of project design. 2. Site grades should be designed to avoid placement of additional fill. If not possible, individual building pad areas could be surcharged to obtain anticipated settlements. The appropriate method shall be determined at the time of project design. 3 . A structural fill or wall back fill less than 5 feet thick should be impacted to at least 90 percent relative compaction and structural fill deeper than 5 feet should be compacted to at least 95 percent. This measure shall be implemented during project construction. 4 . For any structure sensitive to differential settlement, special designed features must be considered, including (a) pile foundations extending through the compressible soil layer and gaining support from friction between the piling and surrounding soil, (b) a grid foundation consisting of inner-connected footings, or (c) a mat foundation. The appropriate feature shall be determined at the time of project design. 5. Prior to the commencement of construction activities, a detailed foundation investigation shall be conducted to further evaluate subsurface soils. To reduce construction impacts to an insignificant level, the same mitigation measures as 1-6 to mitigate construction impacts under "Hydrology and Water Quality" shall be followed. The following summarized mitigation measure shall reduce the exposure of people and property to moderate earthquake hazard to a level of insignificance: 6 1. All improvements will be designed and constructed in conformance with applicable seismic safety standards and guidelines, including the Uniform Building Code. This measure will be implemented at project design and construction phases. Comments: Monitor's Name: Signature: Date: 7 C. PLANTS AND ANIMALS (PP. III-28 to III-29) Impact, Mitigation Measures and Timing: The following summarized mitigation measure will partially reduce potential construction impacts on residential animals: 1. Construction should be phased to provide animals an opportunity to move away from residential areas and into undeveloped areas. Phased construction plans shall be reviewed and approved by the County. The following summarized mitigation measures will reduce to a level of insignificance the threat of surface water pollution from parking lot stormwater runoff on aquatic plants and fish: 1. Prior to construction, a hydrologic survey (as discussed in Section A, "Hydrology and Water Quality") shall be prepared. This survey shall evaluate the need for waste treatment of surface runoff and provide for special drainage system features such as settlement ponds and oil and sand separators. 2 . After construction, pollutants shall be removed from local catch basins. 3 . During the life of the project, access roads and parking lots shall be periodically swept with vacuum sweepers. Comments: Monitor's Name: Signature: Date: 8 D. LIGHT AND GLARE (P. III-31) Impact. Mitigation Measures and Timing: The following summarized mitigation measure will reduce lighting impacts on aviation safety to a level of insignificance: 1. All new lighting for buildings and parking lots shall be of a high-pressure sodium vapor-type and shall be designed and installed so as not to create glare or interference with aircraft operations. Proper lighting shall be determined at the time of project design. The following mitigation measure will mitigate to a level of insignificance the lighting impact on nearby residents: 1. All new lighting for buildings and parking lots shall be of the high-pressure sodium vapor-type and designed and installed so as not to create unnecessary glare. Proper lighting shall be determined at the time of project design. Comments: Monitor's Name: Signature: Date: 9 E. RISK OF UPSET AND SAFETY (P. III-43) Impact, Mitigation Measures and Timing: To reduce to an insignificant level any possible risk of explosion or the release of hazardous substance in the event of an accident or upset conditions, the emergency fuel spill and hazardous substances releases response measures of the Contra Costa Consolidated Fire Department shall be followed during the life of the project. Comments: Monitor's Name: Signature: Date: 10 F. ENERGY (P. III-49) Impact, Mitigation Measures and Timing: The following summarized mitigation measures will partially mitigate the impact on energy consumption: 1. Project design and construction will incorporate energy-saving features as required by the County's Building Codes. Such features may include building insulation, weather stripping around exterior doors, and double-pane or thermal windows. Energy-saving features will be determined at the time of project design. 2 . Parking lot lighting will be of an energy-efficient- type of high-pressure sodium light. The type of lighting shall be determined at the time of project design. Comments: Monitor's Name: Signature: Date: 11 G. UTILITIES (P. III-51) Impact, Mitigation Measures and Timing: The development of commercial uses will not result in a significant need for new utilities systems or a substantial alteration to existing utilities. Although no mitigation measures are required, conservative techniques and measures such as water-conserving plumbing fixtures, drought-resistant landscaping materials, insulation in buildings, and low- energy lighting will be made a part of project design and construction. The following is an additional measure imposed by the Board as a condition of approval to further mitigate the impact on utilities: 1. Developer shall install all new utility distribution services underground including the distribution facilities along Concord Avenue. Comments: Monitor's Name: Signature: Date: 12 H. AESTHETICS (P. III-54) Impact, Mitigation Measures and Timing: The following summarized mitigation measures will reduce the impact on aesthetics to an insignificant level: 1. Project buildings shall be designed and painted attractively and will be landscaped (including street frontages and parking lots) . 2 . A landscape plan shall be prepared by a licensed landscape architect and approved prior to the start of construction. Comments: Monitor's Name: Signature: Date: 13 I. CULTURAL RESOURCES (P. III-56) Impact, Mitigation Measures and Timing: If significant archeological resources are uncovered during construction activities, construction shall halt and a qualified archeologist shall be consulted. This action will reduce potential adverse impacts to a level of insignificance. Comments: Monitor's Name: signature: Date: 14 J. NOISE (P. III-78) Impact, Mitigation Measures and Timing: Project noise will be reduced to a level of insignificance through proper site planning and the reduction of noise at its source through dampening or suppression. Vehicular noise can be partially reduced during the critical late night and early morning hours by restrictions on delivery vehicles. Restrictions on delivery hours shall be imposed as a condition of project approval. Comments: Monitor's Name: Signature: Date: 15 R. TRAFFIC AND CIRCULATION (P. III-84) Impact, Mitigation Measures and Timing: The following mitigation measures as recommended in the EIR/EA and Addendum will reduce traffic impacts to a level of insignificance: 1. Install an intersection on Concord Avenue about 700 feet east of John Glenn Drive. This intersection shall include a traffic signal incorporating a left- turn phasing from Concord Avenue. Left-turn storage bays shall be installed on Concord Avenue; minimum lengths shall be 125 feet for the eastbound left- turn bay and at least 100 feet for the westbound left-turn bay. 2 . Modify the intersection of Concord Avenue and John Glenn Drive by installing a southbound left-turn storage bay. Assign one lane to each movement on the north leg of this intersection. The eastbound left-turn lane on Concord Avenue shall be lengthened to 225 feet. 3 . Widen the north side of Concord Avenue to accommodate an auxiliary westbound traffic lane between the project driveway and John Glenn Drive. Modify the westbound cross-section to include three 12-foot through lanes, a 15-foot wide auxiliary lane, and a 6-foot wide sidewalk. The following is an additional measure imposed by the Board as a condition of approval to further mitigate traffic impacts: 1. Prior to the issuance of a building the permit, the developer shall pay a maximum of $2. 05 per square foot (approximately $153, 900) a traffic mitigation fee as its fair share contribution to reduce traffic impacts. 16 Comments: Monitor's Name: Signature: Date: 17 L. AIR QUALITY (P. III-94) Impact, Mitigation Measures and Timing: The following summarized mitigation measures will reduce construction dust impacts to the extent feasible: 1. During construction, all exposed or disturbed soil surfaces shall be periodically watered. 2 . During construction, cover stockpiles of debris, soil, sand or other materials that can be blown by the wind. 3 . During construction, trucks carrying dirt, sand or soil to and from the site will be covered. 4 . The construction area and adjacent streets shall be swept of all mud and dust daily. In order to reduce impacts on air quality, the developer shall provide for transit bus pull-outs and waiting areas on the projects site. The appropriate areas shall be determined during project design. Comments: Monitor's Name: Signature: Date: 18 SEPTEMBER 16, 1991 QUESTIONS FOR CONTRA COSTA COMMUNITY DEVELOPMENT DEPT. ------------------------------------------------------ ------------------------------------------------------ WHY DOES THE COUNTY WANT THIS DEVELOPMENT AT THIS LOCATION? WE UNDERSTAND THAT THE LEASE PAYMENTS WILL GO TO THE AIRPORT, WHAT MEANS OF APPRAISAL DID THE COUNTY USE IN FORMULATING THE LEASE RATE? WAS THE APPRAISAL DONE BY COUNTY PERSONNEL? IF SO WHAT ARE THERE CREDENTIALS? IF IT WAS DONE BY CONTRACTED PEOPLE, WHOM ARE THEY AND WHAT ARE THERE CREDENTIALS? WHAT IS THE LEASE RATE? HOW MUCH WILL GO TO THE DEVELOPMENT OF THE BYRON PROJECT? HOW MUCH WILL GO DIREDTLY TO THE COUNTY IN THE FORM OF SALES TAXES? OTHER THAN ECONOMIC REASONS, WHY DOES THE COUNTY WANT THIS PROJECT? WHY DOES THE COUNTY FEEL THAT THE BEST USE OF THE LAND IS TO GENERATE REVENUE? WHY NOT A PARK? WHAT CONTACT HAS THE COUNTY HAD WITH THE F.A.A.? HAS THE F.A.A. PARTICIPATED IN THE PLANNING OF THIS PROJECT FROM IT'S INCEPTION? WE HAVE BEEN TOLD THAT "YOU CAN'T CLOSE BUCHANAN FIELD" AND THAT BUCHANAN FIELD HAS RECEIVED FEDERAL FUNDS AND THAT EVERY TIME IT DOES, IT MUST REMAIN OPEN FOR AN ADDITIONAL TWENTY YEARS. BUT IS IT NOT A FACT THAT AFTER THE SUN VALLEY MALL TRAGEDY, THE PUBLIC OUTCRY WAS TO CLOSE THE AIRPORT? AND AS WE HAVE SEEN IN THE PAST, IS IT NOT THE PUBLIC THAT DIRECTLY PARTICIPATES IN THE CLOSURE OF PERCEIVED NUISANCE INDUSTRIES SUCH AS PUBLIC DISPOSAL FACILITIES? IF THE COUNTY CAN SPEND MILLIONS OF DOLLARS TO BUY BUFFER ZONES AROUND THE BYRON AIRPORT SO THAT THERE WILL BE NO FUTURE ENCROACH AT THAT AIRPORT, WHY ARE THEY UNWILLING TO SPEND THE SAME DOLLARS TO PURCHASE LAND FOR THIS PROJECT AWAY FROM THE AIRPORT. IF THE COUNTY HAD LOOKED AT THIS ALTERNATIVE REALIZING THAT THE LEASE PAYMENTS WOULD HAVE GONE DIRECTLY INTO THE COUNTY COFFERS WITHOUT HAVING TO GIVE IT BACK TO THE AIRPORT THAN THE DECISION TO BUILD AT A DIFFERENT LOCATION MIGHT HAVE BEEN TAKEN MORE SERIOUSLY. WHY DOES THE COUNTY FEEL THAT A HIGH DENSITY PROJECT UNDER THE TRAFFIC PATTERNS OF 19 LEFT AND 32 LEFT IS BENEFICIAL TO THE CONSTITUENCY THAT THEY ARE ELECTED TO REPRESENT. OTHER THAN A DIRECT FINANCIAL GAIN? � Air--114-v . CJ[rvt7CZ{r '(1)f L• r��- WHAT ARE THE POTENTIAL DOWNSIDE RISKS FOR THE COUNTY IF THIS PROJECT IS REJECTED? SINCE WE HAVE BEEN TOLD THAT THE FIRST 5-8 YEARS OF REVENUES FROM THIS PROJECT WILL GO TO THE BYRON AIRPORT PROJECT, IS IT SAFE TO ASSUME THAT DENIAL OF THIS PROJECT WILL NOT ADVERSELY EFFECT THE { AIRPORT IN THE SHORT TERM? ` WHY IS THERE NO CONCERN FOR THE LIFE OF THE AIRPORT? IT ALSO i BRINGS IN DOLLARS TO THE COUNTY COFFERS! WE HAVE BEEN TOLD THAT THE COUNTY IS ONLY HAVING THIS HEARING FOR PUBLIC INPUT AS A COURTESY AND REALLY DID NOT HAVE TO HAVE IT. THEN WHY DID THIS HEARING NOTIFICATION GO OUT TO ONLY A FEW PEOPLE, INSTEAD OF A PUBLIC NOTIFICATION. WHY IS THIS HEARING TAKING PLACE AT 9:30 IN THE MORNING WHEN MOST CONCERN CITIZENS CANNOT ATTEND. IT APPEARS THAT THIS DEPT. WANTED THIS HEARING TO BE POORLY ATTENDED AND AS LITTLE INPUT AS POSSIBLE AND STILL SAY THAT THERE WAS A PUBLIC HEARING. WHY WAS THIS MEETING THE DAY BEFORE THE BOARD OF SUPERVISORS WERE TO MEET AND DECIDE ON THIS PROJECT? • Agenda Item # COMMUNITY DEVELOPMENT CONTRA COSTA COUNTY ------------------- AIRPORT LAND USE COMMISSION WEDNESDAY, JUNE 12, 1991 - 7:30 P.M. 1. INTRODUCTION AIRPORT CENTER SHOPPING CENTER (Reynolds & Brown) - ALUC File #2-91(B): A public hearing on a referral from the County of Contra Costa regarding a proposal to establish a shopping center on 13 acres. The proposal consists of two alternative shopping center site plans with a maximum of 156,000 gross square feet of total floor area. The subject site is located at #50 John Glenn Drive (corner of John Glenn Drive and Concord Avenue) in the Concord area, immediately adjacent to Buchanan Field Airport. The project also provides for a proposed 35-foot tall, freeway-oriented pylon sign at the 1-680/Concord Avenue freeway interchange, approximately 2,000 feet southwest of Runway 1 L. II. SUMMARY The site of the shopping center is not subject to ALUC safety element or noise element policies. No portion of the site lies within a designated safety zone or noise-impacted zone. However, a pylon sign proposed along the extended runway alignment for Runway 1 L may constitute a safety hazard. The sign is proposed at a height that narrowly avoids penetrating the imaginary approach surface. Informal discussions with the FAA indicate that that agency would not permit the sign to be erected. Ill. RECOMMENDATION Adopt a motion finding that the proposed (alternative) shopping centers are CONSISTENT with the Buchanan Field Airport Plan, and that the proposed pylon sign is INCONSISTENT with the Airport Plan because it may constitute a safety hazard to airport operations utilizing Runway 1 L. IV. PROPOSED PROJECT The County has entered into negotiations with Reynolds & Brown for the development of a shopping center complex at the corner of John Glenn Drive and Concord Avenue on County-owned property next to the airport. The negotiations allow the developer to propose alternative shopping center site plans. Two alternative shopping centers have been proposed which are nearly identical in scale. 2. The first alternative (A) consists of a 151,000 square foot retail complex which is focused around a bulk-retail, general goods anchor (Pace). The second alternative (B) consists of a 155,000 square foot complex which is designed around a bulk-retail food market anchor (Pak N' Save). Both alternatives are proposing an accessory,freeway-oriented, 35-foot tall pylon sign neae..the_I_6.80/Concord. Avenue.interchange. on the golf course property. No general plan amendments or rezoning applications are required for either project. V. BACKGROUND _. The Commission has reviewed development of this site several times in the recent past. A. ...Reynolds & Brown Office Comolex: In April, 1987, at the request of the Board of Supervisors, the Commission reviewed a proposed Airport Center Office Complex consisting of 5-, 6- and 10-story office buildings. The County had entered into a development agreement with Reynolds & Brown for the office complex. However,in response to public expressions of concern about aviation safety the County sought the ALUC review. After reviewing the project, the Commission unanimously voted to urge the County to reduce the height of the project. See attached 6/21/87 letter. B. 1989 Airr)ort Master Plan - Related General Plan Amendment: In December, 1989 the ALUC reviewed a proposed general plan amendment associated with a proposed Airport Master Plan Update. An environmental impact report had been prepared on the project. Both the EIR and general plan amendment proposal described a project on the subject site providing up to 220,000 square feet of commercial floor area. See attached staff report. After reviewing the proposed general plan amendment, the Commission voted (5-1-1; Cooper - Dissenting; Otto -Abstaining) to find it CONSISTENT with the ALUC Plan. See attached 12/15/89 letter. C. County-wide General Plan Revision: In November and December 1990 the Commission reviewed a proposed County-wide General Plan Review. The General Plan provision reflected the development policies on the subject site which the Commission had previously accepted. See attached November 14, 1990 staff report. 3. After reviewing the proposal, the Commission voted unanimously to find that the plan would be consistent with its airport plan with several modifications. All of the modifications listed by the Commission were made to the final plan, thereby establishing plan consistency. VI. COUNTY' REFERRAL This project is on County-owned land, and thus does not require any application approval or-other entitlement action. Thus, it is not subject to the Commission's mandatory review authority. This project has been referred to the Commission in accord with the Board of Supervisors' January, 1991 agreement (attached) to allow Commission involvement with projects on County-owned land near the airport. Vll. FAA REVIEW OE.PYLON SIGN Due to its proximity to the approach surface for one of the airport's major runways, the County has asked the developer, Reynolds & Brown, to have the pylon sign reviewed by the Federal Aviation Administration. The sign is the one significant element of the project that was not previously addressed in the Airport Master Plan EIR. Hopefully, the FAA review will have been completed prior to the ALUC hearing. VIII. COMPLIANCE WITH ALUC POLICIES The site is situated near the ends of two major runways 0 L and 32R). A. Structural Height Limits 1) Sh000ing Center Site: The shopping center site is beneath the horizontal surface and transitional surfaces. Maximum structure height above the ground elevation ranges from approximately 32 feet to approximately 140 feet. Both of the proposed shopping centers are one-story in height.. The highest structure elevation is the proposed shopping center sign for the Pak N'Save alternative which is.45 feet tall. The approach surface for Runway 32L overlaps the transitional surface for 32R on the site. However,the 32L Approach Surface (20:1) reaches a considerably higher altitude than the transitional surface over the subject site. Therefore, the transitional surface is the more restrictive. 4. tBuilding elevations for the shopping centers show the height of the q. buildings relative to the location of the imaginary surfaces. Neither project would cause a penetration, though the clearance for Alternative B..is..only two feet (based on a conservative calculation). . Therefore, both shopping center projects would be consistent with the structural height limits policy. .,,.. 2) Pylon Sian: Staff has informally contacted FAA regarding the proposed sign. FAA staff indicated that the proposed sign would probably not be permitted for the following reasons: - its proximity to the extended centerline of a major runway and to the end of a major runway; _its proximity to the imaginary (50:1) approach surface; and its location on the airport property. (The Manager of Airports indicates that FAA is more restrictive concerning structure height limits on airport property.) The Commission's policy provides as follows: "Structures below the imaginary surfaces defined by the Structural Height Limits Plan may impair safety based on location near the airport or under the flight pattern there- of, height compared to surrounding struc- tures, type of use and/or reflectivity of exterior materials. More stringent height limits than those prescribed by the Struc- tural Height Limits Plan may be required for reasons of safety." Based on the FAA discussions to date and the ALUC height limit policy, the proposed sign would appear to constitute an unacceptable hazard to airport operations. The sign should not be permitted to be erected. Staff has asked the developer for the reasons why they feel this sign is important to the project, and any alternatives considered. To date, staff has not yet received a written response. B. Noise Compatibility: The subject site is just beyond the Commission's noise- impacted area. Therefore, no significant airport noise impacts affect the site and the project will not create any noise incompatibilities. 5. C. Safety: -Safety element policies are intended to limit the exposure of the public to hazards from the•potential of airplane accidents. The most vulnerable areas around the-airport"are located at the ends of major runways. Safety element policies prohibit certain categorical uses (including shopping centers) and uses that attract large population concentrations on a regular basis. The ALUC safety standards prohibit uses that draw more than 1 person per 500 square feet of floor area and more than 30 per persons per acre on a regular basis. -. However, the safety element policies only apply to the four trapezoidal areas at the ends of the major runways. The subject site adjoins, but does not lie within any of the designated safety zones. Therefore, none of the Commissi- on's safety policies affect the site. Both shopping center projects are consistent with the general plan designation for this site which allows up to 220,000 square feet of commercial floor area. The applicant has indicated the maximum population density (customers and employees) that could be expected to use the two shopping centers on a regular basis. These figures are converted below into ratios used by the Commission: Alternative A (Pace) Max. No. of Persons = 959 persons = 3.17 persons Total Floor Area 151 ,000 sq. ft. 500 sq. ft. Max. No. of Persons = 959 persons = 73.8 persons Acreage 13 acres acre Alternative B (Pak N'Save) Max. No. of Persons = 959 Persons = 3.09 persons Total Floor Area 155,00 sq. ft. 500 sq. ft. Max. No. of Persons = 959 Persons = 73.8 persons Acreage 13 acres acre Because the site is outside of the safety zones, the.project must be considered consistent with the Commission's safety element. X. CONCLUSIONS Both of the alternative shopping center projects are consistent with the previous general plan policies which the Commission has reviewed and accepted for the site. The two shopping centers are consistent with structural height, noise and safety 6. element policies of the Commission's plan. The reduced scale structures are also consistent . with- the Commission's previous (1987) suggestion to the County. Therefore,.it.follows that-the project should be adjudged to be consistent with the Commission's plan.::: The only-new and troublesome aspect of the project is the pylon sign proposed for the golf course site. The location and height of the sign may constitute a hazard to airport operations. Therefore, the proposed pylon sign should not be permitted to be built as proposed. RD/aa ALUM 1/2-91(B).RD 6/4/91 n�t V C-� ` CONCORD AIRPORT CENTER PRELIMINARY SCOPE OF DEVELOPMENT ESTIMATED POPULATION GENERATION WAREHOUSE/RETAIL DEVELOPMENT APRIL 10,1991 PROJECT SO.FT. AM PEAK HOUR PM PEAK HOUR DAILY POPULATION SHOPPER EMPLOYEE TOTAL SHOPPER EMPLOYEE TOTAL SHOPPER EMPLOYEE TOTAL PHASE I 107,927 197 6 203 678 21 699 8574 270 8844 .�..,. PHASE 11 10,000 18 1 19 63 2 65 795 25 820 PHASE III --30.000 -----55 - 2 57 ---189 6 195 --2384 75 2459 ------ ------- - ------- ------- - -- ------- ------- 147,927 270 9 279 930 29 959 11,753 370 12.123 1 The table above shows the population generation potential for the Warehouse/Retail Development. The rates used are standard rates for these land uses from the Institute of Transportation Engineers, Trip Generation Manual, Fourth Edition. The Project would generate a total of 9,921 daily trips with 228 occurring during the AM peak hour and 785 occurring during the PM peak hour. 1 The population to trip ratio was generated at 1.130 persons per trip for employees(one employee per 400 square feet), and 1.225 persons per trip for shoppers. I t/i nF . 1 i i tr V CONCORD AIRPORT CENTER PRELIMINARY SCOPE OF DEVELOPMENT ESTIMATED POPULATION GENERATION RETAIL DEVELOPMENT APRIL 10, 1991 PROJECT SOFT. AM PEAK HOUR PM PEAK HOUR DAILY POPULATION SHOPPER EMPLOYEE TOTAL SHOPPER EMPLOYEE TOTAL SHOPPER EMPLOYEE TOTAL I PHASE I - 108.616 188 6 194 647 21 668 8185 272 8457 PHASE I- 15,675 27 1 28 93 3 96 1181 39 1220 PHASE 11 18,000 31 1 32 107 4 111 1356 45 1401 Id PHASE III 13,390 24 1 25 81 3 84 1010 33 1043 f - - 155,681 - 270 '_ 9.__:: 279 928 31 959 11,732 389 12,121 1 fd The table above shows the population generation potential for the Warehouse/Retail Development. The rates used are standard rates for these land uses from the Institute of Transportation Engineers, Trip Generation Manual, Fourth Edition. The Project would generate a total of 9,921 daily trips with 228 occurring during the AM peak hour and 785 occurring during the PM peak hour. Fd The population to trip ratio was generated at 1.130 persons per trip for employees(one employee per 400 square feet), and 1.225 persons per trip for shoppers. � d J Airport Land Use � Contra Director of CBragdon •w. ommunity Development Commission Costa County Administration Building County OI U'n}t 651 Pine Street ��/ 4th Floor, North Wing Martinez, California 94553.0095 Phone: 646-2091 August 20, 1991 James Kennedy Redevelopment Agency County of Contra Costa 651 Pine Street Martinez, CA 94553 Dear Mr. Kennedy: RE: Airport Center Project As you know, on June 12, 1991 the Airport Land Use Commission voted to find the proposed Airport Center project inconsistent with the Commission's Buchanan Field Airport Plan due to concerns about introducing a large population concentration near airport operations. Attached is a copy of the June 24, 1991 letter describing the Commission action.. On August 14, 1991 the Commission heard a follow-up presentation by the County and Reynolds & Brown, the project developer, providing new information in response to the concerns which had been previously expressed. The presentation described airport traffic patterns, and existing and potential safety standards. The developer indicated that the project had been revised to eliminate the pylon sign which had been proposed along the Runway 1 L alignment. The Commission then accepted testimony from the public in response to the presentation. The Commission also received an opinion from County Counsel stating that the June Commission action was without legal or factual justification, but that the action was advisory in nature only and would have no legal effect on a Board of Supervisors project decision. Commission Action Based on the additional information provided by County Counsel, County staff, the developer and public testimony, the Commission concluded that the two alternative site plans (Pace and Pak N' Save) do not pose the same level of public safety risk. The Commission feels that the Pace Center would result in less of a safety risk because population densities would be smaller and,generally further removed from nearby runway alignments. ' 2 The Commission voted to advise the County that if the Board of Supervisors is inclined to approve a development on the Airport Center site, that the Pace Center alternative is preferable. Further, the Commission suggests the following measures to mitigate public safety and noise compatibility concerns: 1. Review of structural design and materials to maximize public safety in the event of an airport operation accident (e.g., considering load factors, fireproofing). The design should also minimize noise impacts caused by aviation overflight. 2. Review of proposed outdoor lighting (project signage and parking lot) to assure compatibility with airport operations. 3. Provide an interior and exterior signage program to alert customers and employees of the presence of a neighboring airport and associated impacts. 4. Provide for an overview of the implementation of the safety and noise mitigation measures by an aviation consultant to be selected by the Manager of Airports. 5. Review delivery truck access to insure that existing John Glenn Drive parking is not affected. Thank you for your time and effort in responding to the Commission's concerns. Sincerely, JOSEPH L. CAMPBELL, Chairman Airport Land Use Commission RDH/aa ALUC11/Pak2.RD Attach. - 6/24191 Letter cc: Peter Reynolds, Reynolds & Brown Scott Tandy, County Administrator's Office Sharon Anderson, County Counsel Office anager of Airports ALUC File #2-91(B) Harvey E. Bragdon' Airport Landut Contra Oirector of COmmunitY DevOct Commission Costa County Administration Building 651 Pine Street County 4th Floor, North Wing Martinez, California 945530095 Phone: 646-2091 June 24, 1991 Jim Kennedy Community Development Department County of Contra Costa 651 Pine Street Martinez, CA 94553 Dear Mr. Kennedy: RE: Proposed Airport Center Project This is in response to the County's referral of the above project proposal. On June 12. 1991 .the Airport Land Use Commission conducted a public hearing on the project. After taking testimony, the Commission unanimously voted to find the shopping center project to be INCONSISTENT with the Commission's Buchanan Field Airport Plan. The Commission is concerned that the site may be subject to a significant risk of aviation accident, and that the project would expose too many people (nearly 1,000) to this hazard. Aviation accidents are often high consequence'events. A number of aviation accidents have recently occurred in the vicinity of the airport, most prominent of which was the 1985 Sun Valley Mall accident which resulted in numerous casualties to individuals on the ground. The Commission is concerned that this site may be vulnerable due to its: proximity to the ends of two major runways, 1 L and 32R; and location directly beneath the approach to a minor (but heavily-used) runway, 32L; Concomitantly,the Commission feels that a less intensive commercial use involving a smaller concentration of people would likely be regarded as consistent with its plan and safety policies. Relationship Ao-Commission Duties and Plan Policies As you know, the Commission is responsible for assisting local agencies like the County in the orderly development of the area surrounding Buchanan Field, and for identification of uses that might constitute unacceptable hazards to public safety. 2. To this end, the Commission has adopted a comprehensive land use plan for the Buchanan Field environs which includes a safety element. That plan was last updated in 1984. Attached is the safety element map which designates safety zones at the ends of each of the major runways. The plan restricts population densities and prohibits certain categorical uses including shopping centers within the safety zones. The map also shows the location of the.,, site relative to those zones. The safety element policies were carefully reviewed by the Commission in its consideration of this project. Even though the site may be narrowly outside the nearest safety zone, the Commission is nonetheless concerned that this site and other areas outside a designated safety zone may be subject to a significant accident risk. Both ALUC and County policies would prohibit this use if it were proposed a few feet to the east. The estimated population concentration would exceed the adopted standards by a factor of three. In the absence of clear evidence that the project will not result in an unacceptable risk, the Commission feels that its safety policies should be btoadly interpreted and, therefore, counsels against the establishment of this project. In reaching this decision, the Commission was swayed by testimony describing the potential hazard this project might pose to the public. Before acting on the referral, the Commission queried the County representative on whether he wished to have the Commission act that evening. The County representative responded by indicating that he felt that the case for a plan consistency findin'q had been effectively made and that the Commission should make a determination that evening. The Commission honored the request for a decision but was unable to concur with the reasoning for a plan consistency finding. Pylon Sign' The Commission is also concerned with a pylon sign proposed along the runway extension of Runway I L. At the hearing, County staff and the developer, Reynolds & Brown, indicated that the sign is pre siently being reviewed by theTederal Aviation Administration and that the results of that agency's review would be made available to the Commission at a later.date, prior to any final decision. Attached is the staff report from the Commission's hearing. 3. Thank you for providing the Commission an opportunity to review and comment on this project. Sincerely, \ 1 ,f� JOSEPH L. CAMZBELL, Chairman Airport Land Use Commission RHDlaa ALUC912-91(B).RD Attach. - Safety Element Map 6/12191 ALUC Staff Report cc: Scott Tandy, County Administrator's Office Reynolds & Brown Dave Driscoll, Majors Engineering /Sharon Anderson, County Counsel Office V ALUC Fele #2-91(B) • fit• �\'\4 tom.. 3•� � S.�.J'iJ. .>� !y�•..:+.�V" L�.; _j i' • ';i in +..••tT6+ .�, .�"r` - �.r"l. �. ! :+ti►-:/ ••` ,i • • � 1� / tea: %tt M •: .�.rzr~ w y11r AID �� •�v� - !', •\\ ya` / cc ul y tp r �;•� . I I. J ! `'•1\f't+�'7 M � •• `.,. w •.3 ,moo•. ._.,. :r :r , . `.l ♦��"� -w ",,,'^. tl'L•_ � _ 14.E �'_4 / `o• 6`` „"yam. . ,� 1 .__,,,, 7•i •,. {�' `-_.�_Y"t•._�__-_• _..;T.^.+f_'7s .. may,.w. •. �.....__ __ •ay. - ��a�tv• 6 a Ltd ti ! <♦ • :,c• r . .^• + \•� _r:. _-, - ,,' ,. • 111;;; d ; r• --• - '� � .�`'T' •a• ? •` � ........ L- Vit+ '. .. �(i.-.r `•t I. r Tr�Y.''�_ ,_ 1'/.i ! � - �:/ ! _4�V""• � a ,,r j `• { f 'may; (1•/Y`' `TERRA!!PENETRATION OF ( + '~"' �+ F `' `�• s c• �;.. �HEICHIT LOOT i ps C�sANs utiL4, � .- I � y'! � .. � I {• :�� J SPECIAL St UOY AREA 1 ( t / �.ws.. �_ ,r. / `, > ••,+•.,, -\ ,� t��•-•r' w•+ww / ®71•TEET AMSL HEIGHT EMT � � • ! � '� �'�/•a � �-•'"j -•• Y •,<':•�.at,•�„ri, — STRUCTURAL HEIGHT LIMITS IA'+••t••.>wr....••eA>•r Mr n.• f:4,••COS,•co;An• N•.•,r-.w...+ww M v t•w t/Y LM tUiM,G t!L rW1IYlM 4 VE la BUCHANAN FIELD AIRPORT PLANNING AREA 'u4E~nr` CONTRA COSTA COUNTY,CAUFORNLA �I I , •'mow ...•.:r � J{``\i� /t S,'-4�I moi^�^r7 �"'. • :� `.�"'', .i s• � •�� �V','. ' �. w. i..•-.:iii s r t , s l COUNTY COUNSEL'S OFFICE �- CONTRA COSTA COUNTY G MARTINEZ, CALIFORNIA Date: July 24 , 19 91 / To: Phil Batchelor, County Administrator Attn: Scott Tandy, Chief Assistant County Administrator From: Victor J. Westman, County Cou By: Sharon L. Anderson, Deputyty Counsel Re: PROPOSED AIRPORT CENTER PROJECT - ALUC ACTION OF 6112191 This responds to your request that this office evaluate the finding made by the Airport Land Use Commission (ALUC) on June 12, 1991, that the proposed Airport Center project (a commercial center to be located on Parcel A at the airport) is inconsistent with the Commission' s Buchanan Field Airport Plan. I. SUMMARY The ALUC's finding that the Airport Center Project is inconsistent with the Commission's Buchanan Field Airport Plan not only contradicts previous actions by the ALUC, but also appears to be without legal justification. II. BACKGROUND In 1984 , the Airport Land Use Commission adopted the most recent version of the ALUC Land Use Policy Plan for Buchanan Field Airport. A copy of the plan is attached to this opinion as Exhibit A. The plan contains a "Structural Referral Analysis and Standards Element, " which discusses the acceptable height of buildings located within the Commission's planning area., a "Noise Element, " and a safety element which designates specific "Safety Zones . " On June 12, 1991, the ALUC conducted a public hearing on the proposed Airport Center project. The Commission voted unanimously to find the commercial center project to be inconsistent with the Commission' s Buchanan Field Airport Plan (see Exhibit B, attached) . The reason for this finding of inconsistency was that: "The Commission is concerned that the site may be subject to a significant risk of aviation accident and that the project would expose too many people (nearly 1, 000 ) to this hazard. . . .The Commission is concerned that Phil Batchelor 2 July 24, 1991 this site may be vulnerable due to its : proximity to the ends of two major runways, 1L and 32R; and location directly beneath the approach to a minor (but heavily-used) runway, 32L. " The ALUC' s finding was contrary to the ALUC staff report (attached as Exhibit C) , which recommended that the Center be found to be consistent with the ALUC plan because the site of the commercial center was: uhject,_to -the.AL.UC=safety element or noise element policies . No portion of the site lies within a designated safety zone or noise-impacted zone. " Exhibit D to this opinion is a copy of a map which depicts the safety element of the ALUC plan and the approximate location of the Airport Center site. The safety element shows that the ALUC has established safety zones for runways 32R and 1L and the parameters of those z-ones . The map also indicates that the ALUC has not established a safety zone for runway 32L. The Airport Center Site is not located within any of the safety zones established by the ALUC. III. DISCUSSION A. BASIS OF ALUC REVIEW OF AIRPORT CENTER PROJECT Sections 21674, 21675 and 21676 of the Public Utilities Code delineate the primary powers and duties of the ALUC. The California Attorney General's Office has opined that the powers and duties conferred on the ALUC by Section 21674 are "investigatory, recommendatory and advisory only. " See 55 Ops . Atty. Gen. 284 , 285 (1972) . Section 21674 provides that the powers and duties described in that statute are "subject to the limitations upon [the commission' s] jurisdiction set forth in Section 21676 . " Section 21676 restricts the Commission's jurisdiction to the review of general or specific plans or plan amendments, airport master plans, zoning ordinances and building regulations within the planning boundary established by the ALUC. We are informed by the Community Development Department that, since approval of the project is not dependent on the amendment of a general plan, specific plan, airport master plan, or the adoption or approval of a zoning ordinance or building regulation, the project would not normally have been preserited to the ALUC for review because the project would not need any entitlement requiring ALUC review Phil Batchelor 3 July 24 , 1991 under the Public Utilities Code. Nevertheless, on January 15, 1991 , The Contra Costa County Board of Supervisors adopted a resolution directing County agencies : "to establish a practice to refer proposed non-aviation projects on County-owned land to the ALUC for airport compatibility review. . . .The referral requirements shall apply to projects on County-owned airport lands and other County-owned lands within the ` ALUC's Planning Areas for Buchanan Field and East County Airports (approximately 3-mile radius around each airport) . " According to the ALUC's Community Development Department staff report for the June 12, 1991, meeting, the Airport Center commercial center project was submitted to the ALUC in compliance with the January 15, 1991, Board action, rather than pursuant to the requirements of the Public Utilities Code. B. EFFECT OF ALUC FINDING The ALUC's finding that the Airport Center project is inconsistent with the Commission's Buchanan Field Airport Plan not only contradicts previous actions taken by the ALUC, but also appears to be legally indefensible. 1. PRIOR ALUC ACTIONS a. COUNTYWIDE GENERAL PLAN On November 14 and December 12, 1990, the Airport Land Use Commission conducted public hearings on the proposed Countywide General Plan. Section 3-109 (page 3-63) of the Land Use Element of the General Plan clearly stated that: "The area designated for commercial use at the entrance of John Glen Drive is limited to development of 220,000 square feet of space. " We are informed that at the time of the hearing, the ALUC was specifically advised that the Airport Center site was designated for this commercial use. Despite the commercial designation, the Commission voted to find the Countywide General Plan to be consistent with the Buchanan Field Airport Plan, on the condition that minor modifications, which had nothing to do with commercial development of the airport property, were made. See notification of Commission's findings attached as Exhibit E. As was noted above, the ALUC's statutory authority under the Phil Batchelor 4 July 24, 1991 Public Utilities Code is a policy level review; the Commission reviews planning changes, such as the adoption of a new general plan. It does not commonly review specific projects . Acting pursuant to -it's statutory authority, the ALUC approved the general plan, and thus approved the use of the Airport Center site for any commercial development on thesite of "220,000 square feet or less . Absent the Board of Supervisors' January-15, 1991 adopted policy, this would have been the only review of the Airport Center project by the ALUC, and the only action taken by the ALUC would have been a finding that the proposed commercial use was consistent with the ALUC plan. b. EXPANSION OF TARGET STORE CENTER COMPLEX We have been advised that on or about March 23, 1989, the ALUC voted unanimously to find that a proposed 30,400 square foot addition to the Target commercial center in the City of Pleasant Hill was consistent with the Buchanan Field Plan. On January 9, 1991, the ALUC found an additional 6000 square foot expansion to the commercial center to be consistent with its plan. The Target property is located at 556 Contra Costa Boulevard, Pleasant Hill, approximately 1, 000 feet southwest of Buchanan Field. The ALUC Community Development Department staff report concerning this matter indicates that approximately one-third of the commercial center is located within the safety zone for runway 1L. However, because the proposed expansion areas were outside the safety zones designated by the ALUC, both Target expansions were found to be consistent with the Buchanan Field Airport Plan. No portion of the proposed Airport Center project falls within an ALUC safety zone. Just as the Target expansions were consistent with the Buchanan Field Airport Plan, so also is the Airport Center project consistent with the plan. Neither project falls within a designated safety zone or violates the height or noise restrictions of the plan. Consequently, there is no basis for a finding of inconsistency. 2. THERE IS NO LEGAL BASIS FOR THE ALUC'S FINDING THAT THE AIRPORT CENTER PROJECT IS INCONSISTENT WITH THE BUCHANAN FIELD AIRPORT PLAN. The ALUC's finding that the Airport Center project is inconsistent with the Buchanan Field Airport Plan is without basis in law or fact. The project is consistent with the ALUC plan. The Airport Center project does not violate the structural or noise elements of the plan and the site is not located within a safety zone. As such, the project could not possibly be inconsistent with the plan. The policy section of the safety element of the Buchanan Field Airport Land Use Policy Plan states, in pertinent part: r , Phil Batchelor 5 July 24 , 1991 "1 . The Contra Costa County Airport Land Use Commission designates safety zones for each runway at Buchanan Field as part of its Land Use Policy Plan and adopts .Map 2, Buchanan Field Safety Zones. "2 . Within each safety zone the following are incompatible uses: "h. Any of the following uses: new single and multiple family residences, shopping centers, restaurants, schools, hospitals, arenas, and other places of public assembly. " Had the proposed commercial center been located within a safety zone, it might have been inconsistent with the ALUC plan. Since it site is located outside a safety zone, and does not violate the structural or noise elements of the plan, the only finding that can logically be made is a finding of consistency with the plan. The June 24 , 1991, letter from the ALUC to Jim Kennedy (Exhibit B) indicates that the ALUC is concerned about the possibility that a commercial center near a safety zone may be unsafe. Since the ALUC was reviewing the Airport Center on an informal policy (as opposed to a statutory) basis, the Commission was free to express this concern as a comment in its report on the Airport Center project, while making a finding of consistency. However, the ALUC' s_ safety concerns about areas outside a safety zone do not provide the ALUC with sufficient legal basis to support a finding that the Airport Center project is inconsistent with the ALUC plan. The project is not inconsistent with the plan. 3. THE ALUC'S FINDING NEED NOT BE OVERRULED Finally, since the ALUC review was not done pursuant to the provisions of the Public Utilities Code but, rather, in accordance with the Board's recently adopted January 15, 1991 policy, it is the opinion of this office that there is no legal requirement that the Board overrule the ALUC by a four-fifth' s vote or make a specific finding that the proposed action is consistent with the purposes of Article 3 . 5 of the Public Utilities Code as stated in Section 21670, as relates to this project on this site at this time . SLA:la 81a2\a:\a1ucmem lop • p recycled paper TRA COSTA • ej ,U'!2 Ci5 , (�of Pleasant Hill L: 05 r r r :J; j June 18, 1991 Bob Drake Community Development Department Administration Building 651 Pine Street 4th Floor - North Wing Martinez, CA 94553-0095 RE: Airport Center Shopping Center (Reynolds and Brown) -- ACUQC File #2-91C13 1 Dear Mr. Drake, The proposal for approximately 156,000 square feet of retail located at the corner of John Glenn Drive and Concord Avenue _ has been brought to my attention, although no formal referral of the project has been made to the City of Pleasant Hill Community Development Department. I. formally request that all environmental documentation on 'the project be forwarded to me for review including, all initial studies, . notices of preparation, environmental impact reports, findings of overriding concerns and mitigation monitoring. ,S" I 'am particularly concerned about .the traffic impacts of retail :`.,:".development on Contra Costa Boulevard, Chilpancingo Parkway and ff11 ,. Concord Avenue. As you are aware, Contra Costa Boulevard is a route of regional significance and -the added traffic may negatively impact this route. Your agency is receiving transportation funds which obligate you to certain evaluations, mitigations and regional responsibilities. I believe that this project is one which will require regional coordination and cooperation. ` Again, the. City is very interested in your project and is more 100 Gregory Lane - Pleasant Hill - California 94523-3323 - (510) 671-5270 - FAX 256-8190 I Bob Drake Page 2 June 18, 1991 than Milling to work with you to ensure the project is successful. if you have any questions concerning my request, please feel free to telephone me at 671-5249. Sia erel RICHARD T. BOTTARINI Community Development Director cc: James Cutler, Contra Costa County, Community Development Department Pamela Ashby, City of Concord, Public Works Department James Kennedy, Contra Costa County, Community Development Department .. t i••i i j. li.. • • I 1 . i �i . f' Contra Spublic Works Department J.Michael Watford p Public Works Director Costa 255 Glacier Drive Martinez, California 94553-4897 Milton F.Kubicek County FAX: (475)313-2333 Deputy Director E+ 11312 Maurice E.Mitchell Deputy Director Richard Bottarini Director of Planning City of Pleasant Hill 100 Gregory Lane Pleasant Hill, CA 94523 RE: 5: Land Development: Airport Center Traffic Study Dear Rich: Thank you for your expeditious review of our September, 1991 traffic study on the Airport Center Project. We realize that it was difficult finding time to review the study and meet with us on September 11, 1991. 1 believe the following responses adequately address the concerns which you raised at that meeting. I have summarized your concerns and our responses below. If you have any additional questions or need clarifications, please feel free to call me. 1. The "Level of Service' (LOS) calculation of the Chilpancingo Parkway/Contra Costa Boulevard intersection is different from the Central County Traffic Modelling work by DKS? Yes, the calculations are different. The work sheet provided by you appears to be from the Contra Costa Transportation Authority study done by TJKM. Comparing the TJKM study with the DKS Airport Center study, it seems that the difference in LOS for this intersection is caused by the ways the consultants treat the Concord Avenue west bound right turn to north bound Contra Costa Boulevard. DKS assumes that there are adequate pavement on Contra Costa Boulevard to allow free movements for the right tum traffic. TJKM on the other hand, assumes that there is not enough pavement to allow for free right turns. As I indicated at the meeting, Contra Costa Boulevard, at this location is striped for two lanes, but, does have enough pavement width for three lanes at this intersection. The matter of fact is that the combined traffic impacts of the Airport Center project and other projects approved by the City of Concord is not significant. The added traffic will only increase the v/c ratio by 0.04 using the TJKM methodology or .08 using the DKS methodology. The v/c ratio will become 0.86 or 0.77 respectively. These v/c ratios are still within the allowable limits under Measure C-88 and the Transportation Authority's Draft Congestion Management Program (CMP). 0 . _ I also brought up the point that with the relocation of the north bound 1-680 off ramp to Burnette Avenue, the operational problems created by having two major signalized intersection close together will be alleviated. Elimination of the left turn lane from Concord Avenue east bound to 1-680 north bound on-ramp will allow the addition of one extra lane in the west bound direction to further improve the operation of this intersection. 2. Developments on the east side of 1-680 will continue to add traffic from south bound 1-680 to east bound Concord Avenue. This added traffic will impact signalized intersections on Contra Costa Boulevard at the south bound 1-680 off/on ramps and at the Chilpancingo Parkway and Contra Costa Boulevard. Both intersections are controlled by the City of Pleasant Hill? We acknowledged your concerns. It needs to be pointed out that the A.M. peak hour traffic is operating at a better level of service than the p.m. peak hour traffic. Analysis by both TJKM and DKS show that the levels of service with approved development and the Airport Center project at these intersections are within the limits of Measure C and the CMP. By incorporating the Diamond Boulevard extension from Concord Avenue to Marsh Drive, the County implies that this project will be constructed as part of the Airport Master Plan. Connecting Diamond Boulevard to Marsh Drive on the east side of the freeway will provide a reliever route to north bound traffic on Concord Avenue. It will also provide an alternative for south bound 1-680 traffic to reach the east side.of the freeway. While the County is committed to work with our neighbors to manage traffic in this area, we strongly feel that the Airport Center project as it is proposed will have minimum traffic impact. We will require the developer to pay traffic mitigation fee toward improvements to Concord Avenue and Diamond Boulevard. We cannot require the developer to do additional work that does not directly benefit its development. It appears that it is critical to work cooperatively with you and the City of Concord on the operation of the signals from the 1-680 south bound on/off ramps through Contra Costa Boulevard and Concord Avenue to Market Street. We will make our consultant DKS Associates available to work with you for half a day on the operation of the signals in the City. Very truly yours, Maurice M. Shiu Assistant.Public Works Director Road Engineering MMS: reiairport.ctr cc: V. Alexeeff J. Kennedy J. M. Watford S. Wright D. Pulon . SEP-13-91 FRI 9 :59 • r P. CM COUNCIL Cmt or CeVcosD Pusuc Worm DaPARTLUNT Byron Campbell.Havor 1455 Gasoline Alley Nancy Core,Vice?Mayor Concord, California 94520 Coilcen Coll r�X (415) 680-1660 i.loYd D.312111ore Jllchaei D.Vogin.Public Works Dirccfor ������ ROnald K b1u11'�n Tckphenr:(510) 671.3092 Rin Hardin.City?Manager September 13, 1991 Steve Wright Contra Costa County 255 Glacier Drive Martinez, CA 94553 Dear Steve: In response to the September, 1991 Airport Center Traffic Study, the following concerns should be addressed: 1) Why is the Diamond Extension included in the analysis as a mitigation even though there is restricted funding available for the project, and may not be constructed within five yem? 2) Why are the SR 242 Improvements for the Concord Avenue ramps not included in the analysis when they are programmed to be constructed in 1994? 3) City of Concord's Capital Improvement Program/Transportation Improvement Program includes a widening on Concord Avenue in the westbound direction for 1992-1993 which is not included in this report. 4) In Figure 6, Approved Projects does not include Seeno Towers, a 420,000 s.f. office complex generating 1,623 p.m. peak hour trips. Several projects listed have been completed, i.e., Querio Light Industrial, Acura Car Dealership, Office Club, Marriott Residence Inn, Home Depot, Lexus Auto Dealership. 5) Some inconsistencies are apparent between Figures 2-10 volumes. These numbers should be verified. New Figures were provided 9/12/9 1. 6) A weaving analysis should be provided for eastbound Concord Avenue from John Glenn to the project intersection. 7) Saturday p.in. traffic should be analyzed for all ]eft-turn movements on Concord Avenue. I SMP-13-91 FRI 9 :59 � • ` P. 03 Steven Wright Page 2 September 13, 1991 8) Are the recommended left turn storage bay lengths (page 26) based on cumulative volumes or project impacts? 9) Three intersection need further analysis: Burnett John Glenn Burnett Meridian Meridian (M Concord A signal warrant should be included in the analysis to determine if the cumulative volumes create a necessity for signal installation. 10) The alignment of John Glenn north of Concord Avenue is not included in this report as discussed previously. The through movement is of concern to the City. 11) The project widening on Concord Avenue should consider the ultimates requirements for Concord Avenue, and the CIP project to widen Concord Avenue from Stanwell Drive to John Glenn one lane. In order to accomplish this, 53 ft. should be provided for 12 ft. lanes with a 5 ft. bike lane aid a standard 10 ft. sidewalk with curb and gutter. 12) A comprehensive trail plan for West Concord should be developed. Please contact me if you have questions regarding the above comments. Sincerely, �i�VunQoJ� 46 Pamela Ashley Assistant Transportation Engineer N9PA3 ATTACHMENT NO. 8 Order No. 590244 INITIAL PERMITTED EXCEPTIONS -fad-2 Dated as of August 27, 1921 at 7:50 a.m. Title to Bald estate or Interest at the date hereof Is vested fn: COUNTY OF CONTRA COSTA, a political subdivision of the State of California The estate or Interest In the land herelnafter described or referred to covered by this Report Is: A fee ' AT THE DATE HEREOF EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS CONTAINED IN SAID POLICY FORM WOULD BE AS FOLLOWS: 1. PROPERTY TAXES, including any assessments collected with taxes,for the fiscal year 1991-1992, a lien not yet due or payable. 2. There are not 1990-1991 County taxes, as the property is assessed to s.public entity. 3. THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 4. THE PROPERTY Is within the boundaries of the following district and Is subject to all taxes, assessments and obligations thereof. Said taxes are collected and payable with the City and County Taxes District ML Diablo School District 5. EASEMENT for the purposes stated herein and Incidents thereto Purpose : Water pipe liens Granted to : West Hill 'Nater and Electric Light Company, a corporation Recorded : January 7, 1899, Book 081 of Deeds, Page 205 Affects : A portion of said land The water pipe line right of way shown as Item No. 5 herein, no longer exists. Application for a Quitclaim Deed must be made to Contra Costa County Water District to elkninate Ws Kern from the record. Contact Lee Ann Siaterman - 674-5000. 8. LIMITATIONS, covenants, conditions, restrictions, reservations, exceptions, terms, but deleting restrictions, if any, based on race, color, religion or national origin contained in the document recorded October 9, 1947, Book 1137, Page 114, Official Records. MODIFICATION thereof recorded August 16, 1951, Book 1807, Page 301, Official Records. MODIFICATION thereof recorded May 19, 1953, Book 2125, Page 558, Official Records. page 1 of 2 First American 719k Order No. 560244 Page No. 3 MODIFICATION thereof recorded December 20, 1961, Book 4027, Page 603, Official Records. 7. EASEMENT for the purposes stated herein and incidents thereto Purpose Sanitary sewers Granted to Central Contra Costa Sanitary District Recorded June 11, 1973, Book 6967, Page 58, Official Records Affects A northerly portion of the premises RIG'IM ly 9A sub ' -*nants now t-pssseSSiOA Of MY PG0jGR Of 9. THE HEREIN described property is a portion of a public air field. Permission must be secured from the Federal Aviation Agency before said property may be sold, leased, assigned or otherwise disposed of or encumbered. 1ID. ANY-AND-all subsisting leases.- 11. MATTERS WHICH may be disclosed by in inspection of by a survey of said land that is satisfactory to this Company, or by inquiry of the parties in possession thereof. NOTE LENDER'S SPECIAL INFORMATION According to the public records, there have been no deeds conveying the herein described property recorded within six months prior to the date hereof except as follows: NONE * County to use best efforts to delete exception #5 within sixty (60) days after execution of the Lease Development Agreement. page 2 of 2 l First American 7-ale '�i�+H.NiC,' �:ft�riU6" �n h J'Ya "CM� N NFi{fiC4."�J.•y-.(t,j�,' ; f{r ',� !' f \k: .�}.;::n• a},. {:o ..:r.` 4 �'' .!f✓`. :�ii4•.'•C•+sf t+�'a'S�'' : �C�. S. fi ♦ r,` ::y �,�•;: }r :}}g.::'x}y $ •r,`t ':••.o-'S,.'c- -? Y6�r9j#,;r�: :�4. •4. 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This summary has been prepared by Airport and County Staff and includes studies and information from outside resources and consultants to provide the most current and accurate information available. Most areas discussed will have either additional sheets available or the supporting information can be made available upon request. The summary has made no attempt to develop the questions and answers in any order of priority. We have attempted to group them in general areas of interest. QUESTION: Will the airport center project create an additional hazard that will raise the County's liability -costs and premiums for FBO's and pilots? ANSWER: No. The County's insurance broker Johnson & Higgins advises that the proposed project will have no bearing as to limit or premium on the County's $100,000,000 airport liability insurance coverage. It is also Johnson & Higgins' opinion that the project should have no bearing on the liability insurance premiums of either FBO's or pilots. QUESTION: Is the County in violation of Federal sponsor assurances by discriminating against aviation (by not using the 13.2 acres for aviation purposes)? ANSWER: No. The County is not now-and never has been in violation of Federal sponsor assurances . In fact, the FAA has approved the Airport Center Project. QUESTION: Is the need for hangars and/or tiedowns at Buchanan Field Airport being adequately met? ANSWER: Yes. The airport currently has tiedown vacancies at various areas on the airport. Up to eighty new hangars should be constructed over the next several months. 1 F TION: Whydoesn't the airport apply for a grant to build T- ars on the Airport Center Site? ER: The County is making property available for private lopment of T-hangars on the west side. Every indication is the addition of 75 to 80 additional T-hangars on the west side adequately address the needs for T-hangars for the foreseeable re. property at John Glenn Drive and Concord Avenue has been ied numerous times going back into the mid 1970's and has ys been identified as non-aviation commercial development. Most recently it was studied through the master planning process and numerous meetings were held to discuss airport development. There is no state or federal grant money available for the development of T-hangars . As a matter of fact the FAA will not even participate in paving the property where T-hangars are located. (They will however pave a small taxiway leading up to the T-hangar area) . The State of California has a loan program whereby airports can borrow money to build T-hangars . At the present time, however, the waiting period for this is approximately three years. The break even period for T-hangar projects at most airports ranges from six to ten years depending on whether the airports consider any value to the land. QUESTION: Does a fifty year lease with Reynolds and Brown inhibit the County from meeting the future needs of aviation at the airport? ANSWER: No. There is a cap of 850 based aircraft at the airport. There are currently 625 aircraft at Buchanan. The growth rate of based airplanes has been at about thirty-five airplanes per ten years. In fifty years, at this growth rate, we will still not reach our 850 based airplane cap. QUESTION: Is air traffic and airport congestion increasing significantly? ANSWER: No. Our peak year for air traffic was in 1977 where we had over 350,000 operations, it is anticipated that we will have approximately 275,000 operations in 1991. QUESTION: Is the airport in jeopardy of being closed? ANSWER: No. The airport will not close. Each time we receive a grant from the FAA we agree to keep the airport open for an additional twenty years. We are receiving grants for Buchanan Field Airport on an annual basis. 2 QUESTION: Is there a plan to move airplanes from Buchanan Field Airport to Byron? ANSWER: No. Byron is being built to serve the needs of the East County. The twenty year plan at Buchanan Field Airport, adopted by the Board of Supervisors, clearly identifies the County's intent to retain the Buchanan Field Airport and to develop Buchanan Field Airport as the demand occurs. QUESTION: Will there be many of aircraft flying over the development? ANSWER: Over the past several weeks counts of aircraft operations have been made when runways 32 are in use. Only about ten percent (10%) , or about 15 aircraft per day, of the aircraft using these runways turn anywhere near the property. The straight in approach to both runways completely avoids the property. Most aircraft turn on final about one mile out, far from the Airport Center Site. QUESTION: How are safety issues evaluated? ANSWER: There are two primary criteria that presently exist for evaluating safety near an airport. The FAA has standards relating to height limitations around an airport. The FAA also has "safety areas" which protect runways in the last 1,000 feet on approach to that runway. This development does not violate the FAA height or safety zone standards or regulations . Airport Land Use Commissions in the State of California have guidelines established by the State of California for developing protection around airports . ALUC's have a wide variety of options available to them for protection of runways . Contra Costa County has an Airport Land Use Plan and the criteria established by the Contra Costa County ALUC for development near the airport has been met. QUESTION: Has the issue of safety been independently studied? ANSWER: Yes . Peter Axelrod of Reid, -Axelrod, Ruane, Kearney and McCormack prepared a safety study for the project. The study concluded that the project does meet the State and Federal safety criteria. The Manager of Airports requested that the firm of Hodges & Shutt of Santa Rosa examine the project from the standpoint of safety, and apply their independent analysis to the project. Dave Hodges' analysis verfied that the project does meet all relevant safety criteria. The Manager of Airports concurs with these conclusions . 3 QUESTION: How much money will the airport enterprise fund receive from this project? ANSWER: During the first 10 years the airport enterprise fund will receive approximately $4,000,000 from the project. . During the first year, the airport will receive $1,000,000. The revenue during the 2nd ten years will be approximately $6,000,000 . The total guaranteed revenue after fifty years will be $37 ,500,000 . QUESTION: How is the revenue going to be used? ANSWER: As required by the Federal Aviation Administration, all of the revenues received for rentals from this property will be utilized by the airport enterprise fund. During the initial five to eight years all of the money received from this development will be utilized to build the new Byron Airport. It is anticipated that it will require between $3 and $4 million dollars local money to get the Byron Airport to the point where it is relatively self- sufficient. There are significant capital improvements required at Buchanan Airport in the next 20 years. Aviation revenues will be inadequate to pay for all of these capitol improvements. ' - One of the largest expenditures required will be connecting Diamond Boulevard from Concord Avenue over to the west side of the Airport. Very little outside grant money is available for this project (15 to 20 percent maximum) . The remainder of this cost will have to be funded by the airport enterprise fund. The cost of this road is presently estimated to be--$A million dollars . Once the capitol needs for both Byron and Buchanan Airport are satisfied the revenues from this project will be utilized to offset the operating expenses at the two airports. Issues.t8 HEW:fp:gm September 3, 1991 4 345 California Street Answerback KERO UW San Francisco, California 94104 415 981 6700 y � ••� � � - tip' OHNSON HIGGINSEstablished 1845 August 9, 1991 Mr. Joe Tonda Risk Manager Contra Costa County County Administration Bldg. Martinez, CA 94533 RE: Buchanan Field Airport Liability Insurance AAU Policy No. 65ALI 504379 Dear Joe: The .Airport Liability policy provides a limit .of $100,000,000. for Buchanan Field to cover all operations of the airport. The proposed airport center project will have no bearing on your airport liability coverage as to limit or premium. The practice of the County to require high limits of liability from tenants as well as having the County named as an additional insured under the tenant's policy is recognized by underwriters. This gives the County additional coverage with the airport -liability coverage being excess over tenant coverages. Please advise if we can be of further assistance in this regard. Sincerely, 9,)C.4119 Dorine George Vice President DG/lm / ��g. ,k`Q;�rE.r::' ..tri•., mac.,:.?.,�9r?.{:.:t+:a`•!}'T)cw:,..:. A.'�tw`' •...v.`. t. '•,?4+:w'i.'•?S:`t'a.:r.}• •.�f«�'•}.• •r:{ . ..:M.+.• .." ,'., `:`: '� .,�'{a :. 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FACT SHEET REGARDING NON-AVIATION USE OF AIRPORT PROPERTY The new County General Plan designates two parcels of land at the airport for commercial development. One of these parcels is located at the corner of Concord Avenue and John Glenn Drive and the other one is located along Marsh Drive on the west side of the Airport, they are commonly referred to as Parcels A and B. The County is in the process of entering into an agreement for the commercial development of Parcel A which is located at the corner of John Glenn Drive and Concord Avenue. In connection with this development, a number of questions have been raised regarding the use of Airport property for non-aviation purposes. The purpose of this fact sheet is to provide information for those interested in this matter. ISSUE OF CONCERN: Does non-aviation use of property located at the Airport violate FAA rules or regulations? RESPONSE: No..When the County wants to use Airport property for a non-aviation use, it must request approval of this use from the FAA. As part of the approval process, the County must provide the FAA with an analysis showing that the Airport can handle the twenty year projection for demand at the Airport. This analysis has been done for Parcel A and the FAA has approved a retail development on that site subject to the following restrictions: 1. The County retains title to the land; 2. The development of the property must be accomplished by leasing the land for commercial purposes; 3. The net proceeds or revenues from the lease must be deposited into the Airport enterprise fund; and 4. The developer must submit a FAA Form 7460-1, Notice of Proposed Construction, prior to any construction on the parcel. milk Over the next five years the County will apply for between $3 and $4 million dollarsin Federal Aid for capitol improvements at Buchanan Field. The following is a partial list of the improvements we hope to make at Buchanan Field Airport with the assistance of those funds: Prosect Description Total Project Costs Lighting and Guide Signs $ 710,000 Drainage Improvements 380,000 East Apron Overlay and Repairs 585,000 Runway 32L Overlay and Repairs 360,000 FBO Apron Overlay 500,000 Taxiway Repairs, Construction and Improvements 1,317,000 Construct ARFF/Maintenance Building 450,000 Noise Monitoring System 450,000 The FAA will not fund 100% of these improvements. It requires the County to contribute a"local share." In the past, the County has had to borrow money to fund the local share. If the County cannot pay its local share, it will not be able to use.federal funds to improve the Airport. As a practical matter, if federal funds are unavailable, the County will be unable to accomplish the improvements on its own. One of the best protections for the future development of the Airport lies in our continued ability to fund the local share of major capitol improvements on a regular basis. Development of Parcel A will be of great assistance in enabling the County to do this. In this way, commercial development of portions of the Airport will assist in and protect the continued aviation use of the Airport as a whole. report.t8 HEW:fp:gm September 3, 1991 .:..:.......:.... :..................:tt..Lwrr.:.t.:.......v... ::...::... ................................t}::::'.:{•}:•:•:•}:•}}:.}•..:::::{:<.:?.:•:•:..........................:.r...:..<<•:::•}f.:::..tt..............::.i$$.k:•}ii±�$ ..4...r...... t,{•,{VyJvf 't}{}1.::.�:.t. } ;.t�Ck}a$ii:$ti:}:.l'kk:}'. :+�x' .;...t{{.4..}}':}}}}:vii:{•};•}v:.}' r.w;.{{}.} �� 4?:4:J4'+{+{?>k:4.t•:.v.v:nv}:.t:?`::n•.....{:::: {:R''v 4$f.....n'�4\•. }::::Y.r.:v:.$:j}:n....x. .n...................f............xv.. $' .}. .:`.$ $' .. :". }i .\ �+'4{:;`i$:v? •` ...4 .� � 4�r' }}'}'.$$;r •}}%�::ti kk'\:4v {:{4t ....:::::::.t:.:...::::.�:.:.................. :.:.:::{. ... ..:...... x'..:.;4' 1,.......... �:•�.$:": :.�:«: ..� v::...............•::vv:;•:::iw::::nv:::::::::::nv:::.v:::e:...tr ..n..v:.....v:.:v.w::?••v:;{:.v:\\:.:::::::.:...........::,v::::::::;•:::::::.v.............w:::::.• .:.....v ........::..........n................................t.....5 Y. ...............:...... .... :..�.:.::::....•.;..............:•w::::::...vJ;{•}:4}:4•±^'{•::r..::::}t.:x:w:.r..:::::::t:./.x:;•.w. t+{}\.:w.4}i}•4}}}.•:::.. ::::•:::?iv:\:::::.....................n..............:;.••::v:;;:t�r}.,.t+.�,f..v:v:•:r...v:::,,r}.v:. ....:.t...:::n:::;•:m:::::::.n.......r...f.........x....... t. ..n........t :r::r...?{i::;:ri:;•}+;:n. t..h w:vtt.{...: r/}::i• ::::.....4.•:. ............:..v•.t..•:.{....... .. :; .;x .. :: :\}{i4:}y::::::��::: ..\......::�rr. vrfrn •}n:::}::lAtiv.:R ::.:fw:$$$$$$$$$::$:i4:?v:4iii.:::..r:+$$$$$$$:kY�':y$$$:±?:�i:}%•.tv. }'} •}{4YnM•} 4 :+ $:.r ::..t ?4 '~. :•. is} :' ...:.... .. SAM:.v:ri:w, x}:�. .. .. .. .. ..:::.:tv::::.v{.:�.v::.v}4..•:rmx;:::...n......•...•:...:::::}}.::rm::::::v:vr::v:::;;;..•:,v .. ., . f •.:. : ..� .: :: .:.:. ... ..% ?;:. :w:l}.v::w::::::::::::v:::::::::..v:::..vr.:::;:.::..v.v•:f'$:kkk{?}•Lk:$%tii:$:kkkkk.`,;$: '' �.'. ' �'••. $$;:$}}}};:.i:.;:.}::�..}:.:.:.i:.ii:.:.i}:.:::.;::{•}:.;:.;}:{{.}::±::::.:::.::.:::.:::>:<.}:.:iii:;r:.,. 45, .: :::$:k:;::$}$::$$$::i:.ii$:::;::$:i;<::>:k<:::::${::$<:}:$ .....................: ':: .:$;::::>:$ :$<. SAFETY STUDIES FOR AIRPORT CENTER DEVELOPMENT AT BUCHANAN FIELD AIRPORT Included with this are two documents evaluating the Airport Center site at Buchanan Field Airport. The first document is entitled "Safety Study for Reynolds & Brown Airport Center Project" dated August 19, 1991 and done by Peter Axelrod of Reid, Axelrod, Ruane, Kearney and McCormack from Corte Madera, California. The Axelrod document analyzes the various criteria utilized by the FAA, the State, and the Airport Land Use Commission in establishing safety criteria for an airport. The Axelrod conclusion states: "The project meets or exceeds all state and federal safety criteria. It is not in a runway protection zone, ALUC safety zone, or on a runway extended center line. It complies with Part 77 and TERPS Height Limitations and does not lie under the traffic pattern. It is consistent with the Buchanan Airport Plan and will not pose a hazard either to aircraft or the public. " The Hodges & Shutt paper evaluates the project in a slightly different manner. Hodges & Shutt has done a number of similar safety studies and has collected independent data related to similar projects at other airports . Hodges & Shutt has also recently been contracted by the State to develop the new ALUC handbooks. Dave Hodges' conclusion. states: "Safety is a relative issue, no airport land use compatibility criteria will insure safety in an absolute sense. In our judgement, the level of risk imposed by the proposed project is negligible. It is consistent with standards historically followed in Contra Costa County and well within the norm for urban airports throughout the United States. We believe that the project is compatible with operations at the Buchanan Field Airport. " The Manager of Airports concurs with these studies . Hodges&Shutt • • srnoki"w end Swty PAsx CA 964m (!079596-W10 MEMORANDUM To: Hal Wight �- I� From: Dave Hodges �iA Date: September 3, 1991 SUBJECT: Reynolds & Brown Project- Safety Compatibility Pdnefpelr. DaWE Hodges As requested,we have evaluated the development proposed by Reynolds.& Brown in terms )XvtwdASt= of its compatability with airport operations. We offer the following comments: Lee 6.Moen, I. There are no FAA or State of California requirements relevant to this project site. Having said that, we must immediately acknowledge that these agencies impose essentially no requirements in terms of airport land use. 2. The proposed project meets the Contra Costa County Airport Land Use Commission (ALUC) safety criteria. 3. The 1968 Airport Master Plan (adopted) and 1977 master plan study(unadopted) both concluded that the subject property was excess to the projected demand for aviation use. Both studies recommended that the property be made available for nonaviation use. We reaffirmed this conclusion during the most recent master plan effort. 4. We have not conducted a traffic pattern survey at Buchanan Field, however our surveys at other airports suggest that the site will be overflown by landings on Runway 32L approximately one third of the time. This order of magnitude appears to be borne out by the survey conducted by your staff. S. Runway 14R is used very infrequently (substantially less than 5°,6). We would expect departure overflights of the project to be relatively rare. 6. The fact that any overflights of this site will be associated with landings is significant in several respects; (a) arriving aircraft are operating at lower power settings and are therefore significantly quieter; (b) arrival accidents tend to be clustered more closely to the extended runway centerline; and (c) proper arrival technique puts traffic pattern aircraft in a position to reach the runway in the sem event of power failure. aka�ay: 7. Our firm has developed its own safety related criteria during the course of 'Prernr� preparing ALUC policies for some 14 California counties. Additionally, we have conducted accident location pattern research as an element of a recent safety study for the Reid Hillview Airport. As a further point of credibility, we were recently selected by the State Division of Aeronautics to update their ALUC handbook, particularly in the area of safety compatibility policies. Mr. Hal Wight September 3, 1991 Page 2 8. Our most recent ALUC studies (imperial and Kern Counties) have recommended the designation of a Approach/Departure Zone, 3,500 feet in length, flared out 45° from the runway centerline. Within this zone, the primary safety concern is that aircraft are commonly expected to be below 400 feet AGL. Within this zone, we have recommended that commercial uses be restricted to low and medium densities (maximum of 60 people per acre). 9. Our research as to typical densities for various uses would place the proposed project in the medium density category. We would expect to find peak hour densities on the order of 50-60 people per acre. Within the site, the project's eastside use is expected to attract somewhat lower density than the westside use, thus placing the lower densities closer to the extended runway centerline. 10. The project proponent's consultant has conducted a more project-specific analysis and estimates that peak hour densities will be less than 50 people per acre,with average densities in the 25-30 range. These lower figures are believed to reflect the relatively high level of "order and delivery" activity associated with office supply sales. Conclusion Safety is a relative issue, no airport land use compatability criteria will insure safety in an absolute sense. In our judgement, the level of risk imposed by the proposed project is, however, negligible. It is consistent with standards historically followed in Contra Costa County and well within the norm for urban airports throughout the United States. We believe that the project is compatible with operations at the Buchanan Field Airport. Hodges&SW U <IICo- RECEM. quGR 4 AIRPORT. SAFETY STUDY FOR REYNOLDS & BROWN AIRPORT CENTER PROJECT AUGUST 1991 Peter Axelrod REID, AXELROD, RUANE, REARNEY & MCCORMACK 770 Tamalpais Drive, Suite 309 Corte'Madera, CA 94976-0978 Prepared for Reynolds & Brown PREFACE This study was prepared for Reynolds & Brown to review the history of the Airport Center Project ("THE PROJECT") , to study the safety issues, and to address the expressed concerns of pilots, airport neighbors, and public officials. In summary the study found that the existing proposal is far lower and far less dense than the original 10 story office complex which obtained FAA approval in 1986. The Project is not within any TERPS, Part 77, or ALUC runway protection area (clear zone) , approach surface, or safety zone nor is it under the traffic pattern or on the extended center line of any runway. The project will not create any hazard to aircraft nor will aircraft operations be a hazard to it or the visiting public. HISTORY The 13 acre site on-the corner of Concord Avenue and John Glenn Drive was the subject of a County request for proposal in 1984. On June 15, 1984 Reynolds & Brown submitted what was to be the winning bid. The County envisioned a 10 story office building with two smaller structures and a parking garage. By November of 1985 the Option for the ground lease and the Development Agreement had been signed by the developer and the county. On December 23, 1985 long-time airport tenant Jim Graham, 1 returning from Paso Robles crashed into the Sun Valley Mall while trying to land at Buchanan Field. While this tragic accident was unrelated to the Project it created concern about any development near the airport. Reynolds & Brown proceeded with their own safety study to be certain that the project complied both with federal law and county regulations. In July of 1986 Robert Reubeschatis completed his TERPS and Part 77 report, concluding that the project (still at 10 stories) was in compliance with those regulations. TERPS is an acronym for the United States Standard for Terminal Instrument Procedures and is published jointly by the Army, Navy, Air Force, Coast Guard, and the Federal Aviation Administration. The TERPS manual specifies required clearances for all instrument approaches and departures. Part 77 refers to Part 77 of the Federal Air Regulations (14 C.F.R. 77) which specify height limits around airports and mandate that certain areas be free of obstruction. It also provides for notification to the F.A.A. of proposed construction that might impinge on navigable airspace. Mr Reubeschatis noted that the 10 story structure might pose a problem if the existing minimum descent altitude (MDA) of 380' were ever lowered on the approach to Runway 19R as the missed approach calls for a left turn that might take an aircraft over the project. The lower MDA would. only occur if the FAA installed 2 a microwave landing system at Concord. In 1986 Microwave Landing Systems (MLS) were promised by FAA to be installed "in the near future". With budget cuts and other priorities MLS is no closer now than in 1986. It is currently planned for installation in 2 or 5 years according to airport management. However the prospect of a possibly lower MDA and the Sun Valley Crash prompted review of the project. The FAA, however, had no objection and accepted the Reubeschatis report and issued a no hazard finding on October 6, 1986. The Contra Costa Grand Jury, by contrast, issued its report on February 11, 1987 recommending a height limit for the project at 3 stories based on a finding that the project "is within a safety area". . Research for this report could not locate any factual basis for that assertion. In its April 6, 1987 report the Aviation Advisory Committee (AAC) recommended a reduction to 7 stories. The Airport Land Use Commission (ALUC) agreed that it would not object to a reduced scale development in its report of April 21, 1987. ALUC concurred that the project did not impinge on any ALUC safety zone and complied with all height limits. Reynolds & Brown have now proposed a single story. retail store with two satellite structures. This plan was referred to . the ALUC. ALUC staff prepared a report reviewing the project and 3 recommending a finding that the project was consistent with the Buchanan Field Airport Plan. Notwithstanding the staff report, on June 24, 1991, the Airport Land Use Commission issued a letter stating that the proposed project was inconsistent with the Buchanan Field Airport Plan while conceding it was outside all existing safety zones. The ALUC stated that the project would be prohibited if "it were proposed a few feet to the east". There also appeared to -be concern about the* dimensions of the safety zones on 32L and 32R. On July 24, 1991 Sharon L. Anderson, deputy county counsel reported to the County Administrator that the ALUC finding of June 21 not only contradicted prior ALUC findings but was also without legal justification. She concluded that if the ALUC had concerns about the project it should have expressed those while making a finding of consistency. This report was commissioned to determine, among other things, if the ALUC concern is warranted .by the facts and .to generally review the safety of the project from all operational aspects. THE 32L AND 32R SAFETY ZONES A. INTRODUCTION This report was asked to address existing standards for safety zones and to determine if an increase in either 32L or 32R 4 safety zones would be warranted, and if so, would such an increase mitigate against this project. Review of the Buchanan Field Airport Land Use Plan, Buchanan Field Airport Master Plan, Cal Trans Airport Land Use Planning Handbook and applicable FAA regulations and advisory circulars demonstrates that existing safety zones meet or exceed all state and federal criteria and there is no basis for increasing the size of the 32L safety zone. The 32R safety zone is actually 1500 feet longer and 650 wider than recommended by Cal Trans in its Airport Land Use Planning Handbook. B. EXISTING SAFETY ZONES Chapter Four of the California Department of Transportation, Division of Aeronautics, Airport Land Use Planning Manual, beginning at page 83, contains a discussion on the "Size and Configuration of Airport Safety Zones". The manual reads as follows: ALUCs have employed several different methods for establishing safety zones around airport runways. These zones define the areas in which land use restrictions are established to protect the public's safety on the ground. A brief description of the size and configuration of different types of safety zones is given below: FAA Clear Zones and Part 77 Imaginary Surfaces. One common approach to delineating airport safety zones is to use the FAA clear zone and imaginary approach surfaces that extend outward from an 5 airport's runways along the extended runway centerline. . . . Federal Aviation Regulations Part 77-Objects Affecting Navigable Airspace- establishes various imaginary surfaces, including approach surfaces, for determining when the height of natural growth, objects, or structures may present a safety problem for aircraft using an airport. . . These surfaces slope upward from the runway at various angles--depending on the type of aircraft using the airport and airport weather capability. The projection of these fan-shaped upward ,sloping surfaces on the ground has been used to define airport safety zones around airports. Since the dimensions of these approach surfaces depend on the type of approach to a runway. the size of the safety zones can vary from runway end to runway end. [emphasis added] The FAA lists six categories of Part 77 approach areas ranging from the largest to the smallest. They are as follows: Category W1 W2 L 1. Precision instrument 1,000 1,750 2,500 2. Non-precision instrument 1,000 1,510 1,700 for larger than utility with visibility minimums as low as 1/4 mile 3. Non-precision instrument 1,000 1,425 1,700 for larger than utility with visibility minimums greater than 1/4 mile 4. Visual approach for larger 1,000 1,100 1,000 than utility 5. Non-precision approach 500 800 1,000 for utility 6. Visual approach utility 250 450 1,000 6 The Buchanan Field Airport Land Use Policy Plan selected the largest approach area, that designated for precision approaches, for each end of its two large runways (32R/14L and 1L/19R) . See Appendix A-1. The safety zones are larger than is required for all four runway ends since Buchanan Field does not have a precision instrument approach, and only 19R has an instrument approach of any kind. A precision instrument approach is one that provides both. glide slope and localizes information to the pilot and permits approaches in weather as bad as a 200 foot ceiling and half mile visibility. Runway 19R has a non-precision instrument approach (an LDA/DME approach) which would require a Category 3 "Non- Precision Instrument for Larger than utility with visibility minimums greater than 1/4 mile" approach zone. The LDA runway 19R approach to Buchanan Field has visibility minimums of 3/4 of a mile and a minimum descent altitude of. 380 feet. Thus, the safety zone for runway 19R need only have been a category 3 with dimensions of 1,000 feet by 1,425 feet by 1,700 feet and is thus substantially larger than necessary. However if a MLS is ultimately installed, the current safety zone will be appropriate. There is no instrument approaches of any kind to runways 32R/14L or 32L/14R. The safety zones for runway 32R/14L are three categories larger than they need to be using the FAA criteria. 32R/14L is a runway that, at most, would fall under Category 4 "Visual approach for larger than utility" requiring a safety zone only 1,000 by 11100 by 1,000 but, nonetheless, it has a Category 1 "Precision instrument" safety zone. See Appendix A-2. The county has acquired an aviation easement for the approach area to 32R at 40:1 which exceeds all present and anticipated future approach, requirements. The project is below not only the 40:1 slope but also below the ALUC's safety zone of 50:1. The safety zones for the two small runways, 32L/14R and 19L/lR are the correct size as determined by the FAA criteria in that they fall into Category 6 "Visual approach utility runway". 32L can only be used during the day for visual approaches since it has no instrument approach and no runway lighting. (See FAA Advisory Circular 150/5300-13, Table 2-5, page 19) . Runway 32L is to be used by small aircraft. C. THERE IS NO CAUSE FOR CONCERN FOR THE PROJECT'S PROXIMITY TO THE EXISTING 32R SAFETY ZONE. The project's proximity to the existing 32R safety zone should not be a 'cause for concern since the safety zone is substantially larger than the criteria set forth in the Division of Aeronautics' Manual, the distance from the boundary would be g. substantially greater were a safety zone appropriate to the runway use imposed. A safety zone with the dimensions recommended by Cal Trans would no longer adjoin the site. Only its corner would approach the far corner of the site, and even the two corners would be more than 100' apart. As noted above, the project is not only clear of the safety zone horizontally, it is also clear vertically as it lies beneath . the 40:1 slope of the acquired aviation easement, and below the 50:1 ALUC safety zone. D. THE 32L RUNWAY PROTECTION ZONE MEETS ALL EXISTING CRITERIA AND ANY REASONABLE INCREASE WOULD NOT IMPACT THE PROJECT The runway 32L runway protection zone with both Part 77 and Cal Trans criteria for the category and class of runway and category and class of aircraft both currently using the runway and as anticipated in the future in the airport master plan. If the County wished to increase its margin of safety to the same extent that it is increased the other runways that are not involved in instrument approaches, it could go up from a category 6 to a category 4, "visual approach for larger than utility" which would increase the width of the safety zone nearest the runway to a 1,000 feet (from 250 feet) and increase the width at the far end from 450 feet to 1,100 feet. The length of 1,000 feet would remain the same. This increase in width would envelop the 9 air traffic control tower and several other structures but would not encroach in any way on any part of the project. See Appendix A-3 . E. SAFETY ZONE SUMMARY The runway 32R safety zone is presently substantially larger than required by FAA and Cal Trans criteria and thus already includes a large margin of safety. There is thus no need for . .concern for the project's proximity to the existing safety zone boundary. The 32L runway protection zone presently meets state and federal criteria. Even were it enlarged as discussed in Section D. above, it would still not impact the project. Research has been unable to document a factual basis for the ALUCIs finding that the project is inconsistent with the Buchanan Airport Land Use Plan. The ALUC staff report dated June 4, 1991 is correct in its finding that the project is consistent with the plan. EXTENDED RUNWAY CENTER LINES The June 21, 1991 ALUC report implied that the project is at the end of the runway, or more technically, on the extended runway center line. This is just not true. The far eastern corner of the site is still more than 225' from the extended center line of 32L and more than 750' from that of 32R. By 10 contrast, Sun Valley Ford is only 50' from the center line of 19L about the same distance from the runway threshold. ACCIDENT HISTORY Off airport accidents are rare, and the possibility of a serious accident within one mile of the airport is remote. While usage varies, historically Buchanan sees between 275,000 and 350,000 operations per year. An operation is a take off or a landing. National Transportation Safety Board accident files for the period January 1, 1983 to October 17, 1990 (the latest . available) disclose 1190 accidents nationwide within 1 mile of an airport and not. on airport operating surfaces.- Only 2 of these are reported to have occurred near Buchanan. The N.T.S.B. records are clearly incomplete since they did not include the Cheyenne crash on July 14, 1984 into a car dealership southeast of the airport and last year's crash of a Cessna 182 in the Galaxy office parking lot. Neither of these caused fatalities to persons on the ground. What is apparent from the data is that the locations of these accidents are essentially random. Apart from the operational areas of the airport and the extended_ runway center lines there does not appear to be any location within 1 mile of the airport that is more hazardous than any other. It also appears that off airport crashes within one mile of the airport 11 are rare. TRAFFIC PATTERN AND APPROACH/DEPARTURE CORRIDORS Contra Costa county has prepared a study of the traffic patterns and approach/departure corridors for Buchanan Airport. A copy is attached as Appendix 4. As can be seen from this map, the project is not under any approach or departure corridor nor is it under the traffic pattern. While a few aircraft will certainly fly over the site from time to time while approaching to land on 32L, they will be at least 210' above the site if they are on the standard 4 degree glide slope. While not presently installed, V.A.S.I. (Visual Approach Slope Indicator) lights are planned for 32L and those will have a 4 degree slope. Descent beneath a V.A.S.I. approach slope is a violation of Federal Air Regulation 14 C.F.R. 91.129(d) (3) . Airport management reports that departures on 14R are extremely rare, thus, it is highly unlikely that pilots will take off over the project. TERPS UPDATE There have been no changes in the airspace since the Rebuschatis report of July 6, 1986. The project will not affect the missed approach procedure of the LDA 19R approach nor any changes made if an MLS is installed. The project will not be the controlling obstruction since the missed approached area is 15nm long and 8nm wide and defined with a 40:1 slope beginning at the missed 12 approach point. (See TERPS paras. 275 et seq.) CONCLUSIONS The project meets or exceeds all state and federal safety criteria. It is not in a runway protection zone, ALUC safety zone, or on a runway extended center line. It complies with Part 77 and TERPS height limitations and does not lie under the traffic pattern. It is consistent with the Buchanan Airport Plan and will not pose a hazard either to aircraft or the public. 13 • -.•• �• •,,,rte•-- „-„Y" j jJ � II M • • . 'til.. �`by XP •••••�•1(• axe ( J .j '63, �,•y ( r+yaTO .•i ♦•t• +�,ilii ✓�1.;1=a••. .,_ 1e w.�.u�:~oC�t •= • • • • 4 � ���i �I.•�4 i:«.��Xt � �+�M�rt. r i• • '�% ffi�•.J �yM{7=wrl.�..•.a.eJ• (�\ �Y . yl, .rft%1' �'; .�``��•- ' '� ; •1 �'4M `M•mai w ."• ;;le Tt •t. .re � � I�I+��,r��i all N�fi. •�• •VMS: fes.~ ]jj/�,(�/.� f 'irs'1 • � • i '�'!w•• a �y ♦ I � �•1►11 r • , •. � r ,�. "`ter•,`''-;.,� l 000,/ • •t ` i. ,,!.. • ' 1..�e'er..3 I !:--.ti"-.,. - ' :�:`'+!.L.' '• UGEND MONFIRDWETYREMERMP Sq. so-9-0 zolles [M CLEAR AREAS :{.! �_. -! -••'•j.r� ..I'k;:�`.c�^w.:w/�ti�✓L�^,+,;::vll�;��:,:s:. 1 1 Vii•'`•.!. t�. � .c'�:':t�i� "oil ha f1� Sf..�_ � _'i r• ir f'r�'•"�•• �a••• 1 i•': •��� iP:y�:Vit` `�--71.ti� 77, �v La INS PAN r- 5416 ter+w'• . ' .. n1 L �4 ' �•� t . \ � .1b . `•. yam`• `� -mr. 1 ! / •„: �` �n =• = 1 r• I • r •v die— Or i�� { =r/I � �� �� iii• �••� •i~•`:I� !i� , • fa .r.• � ' !� • �.... •ti .mss x LEGEND - 1 �• Exr Mai r fin SO ETV EIEM ' - � � ECJ��SAfE'Cf ZOIiEs i;r. .:: ..• `�l � ..- .•.•rte - �• • �O � ,.,,•!i.. •.Nay••� lr+G.P. r ,ry . 4q- IF � • ;,�. • � •ism' / • � • �� l�;•; . =_tom • �• '�.� •/.� ♦ � • ♦• •.. • �.-lt•��! �•:'�ver _ • ,. ��+•y� v IK t •• `%�•V $u UMU FIRD SAFETY ELEMERIIAV ':• : >� .� •1/ (MY CLE62 AREAS. . ::•+:,��� ..• �� --- �Cr11ItbE:n VF All ` . I y t �. . �' r Z.S4OM • IWO 110 qk VIP I An LN ;ILI - ,; ,�► .rte' � � Ir�►fr '� .;�► :z•°�: RESUME OF PETER AXEIROD Education: AB University of California, Berkeley, CA. 1970 JD University of Calif. (Boalt Hall) , Berkeley, CA. 1973 Aircraft Accident Investigation Course, U.S.C. 1976 Member: State Bar of California, 1973; Bars of the United States District Courts for the Northern and Eastern Districts of California; Bar of the United States Court of Appeal for the Ninth Circuit; National Transportation Safety Board Bar Association (secretary 1988 - present) ; Lawyers Pilots Bar Association; International Society of Air Safety Investigators (VP San Francisco Chapter 1988 - present) ; Helicopters Association International; American Bar Association; Defense Research Institute, Aircraft Owners & Pilots Association regal Services Plan. Professional: Managing partner of Reid, Axelrod, Ruane, Kearney & McCormack, Corte Madera, CA, specializing in aviation law, airport land -use planning, and administrative law before the National Transportation Safety Board and Federal Aviation Administration. Other: Adjunct professor of aviation law and aviation accident investigation, Embry-Riddle Aeronautical University (1978- 1986) . Author chapter on Aviation Torts in California Torts (Matthew Bender, 1980) . Instrument rated pilot with ratings for airplanes and helicopters. r 4 + SEP-13-91 FRI 9 :59 • Crrr CoUNat Pwuc Wom D%FARTw_*4 Byron Campbell. 1459 Gssollnc Alley ytawt Concord. California 94520 conctt,Vitc Mayor enCal rwx: (415) 680-1660 lJoydMJo�•d D.Madtore Michael D.Voaan.Public Works DitcC+or maimC �0 UP "I" Ronald d n.CimTcicphone:(510) 671.3092 Rita Hardin.City Manager c t September 13, 1991 Steve Wright Contra Costa County 255 Glacier Drive Martinez, CA 94553 Dear Steve: In response to the September, 1991 Airport Center Traffic Study, the following concerns should be addressed; 1) Why is the Diamond Extension included in the analysis as a mitigation even though there is restricted funding available for the project, and may not be constructed within five yam? 2) Why are the SR 242 Improvements for the Concord Avenue ramps not included in the analysis when they are programmed to be constructed in 1994? 3) City of Concord's Capital Improvement Program/Transportation Improvement Program includes a widening on Concord Avenue in the westbound direction for 1992-1993 which is not included in this report. 4) In Figure 6, Approved Projects does not include Seeno Towers, a 420,000 s.f. office complex generating 1,623 p.m. peak hour trips. Several projects listed have been completed, i.e., Querio Light Industrial, Acura Car Dealership, Office Club, Marriott Residence inn, Home Depot, Lexus Auto Dealership. 5) Some inconsistencies are apparent between Figures 2-10 volumes. These numbers should be verified. New Figures were provided 9/12/91. 6) A weaving analysis should be provided for eastbound Concord Avenue from John Glenn to the project intersection. 7) Saturday p.in. traffic should be analyzed for all left-turn movements on Concord Avenue. SEP-13-91 FRI 9 :39 P. 03 Steven Wright Page 2 September 13, 1991 8) Are the recommended left turn storage bay lengths (page 26) based on cumulative volumes or project impacts? 9) Three intersection need further analysis: Burnett John Glenn Burnett ® Meridian Meridian @ Concord A signal warrant should be included in the analysis to determine if the cumulative volumes create a necessity for signal installation. 10) The alignment of John Glenn north of Concord Avenue is not included in this report as discussed previously. The through movement is of concern to the City. 11) The project widening on Concord Avenue should consider the uldmater requirements for Concord Avenue, and the CIP project to widen Concord Avenue from Stanwell Drive to John Glenn one lane. In order to accomplish this, 53 ft. should be provided for 12 ft. lanes with a 5 ft. bike lane and a standard 10 ft, sidewalk with curb and gutter. 12) A comprehensive trail plan for West Concord should be developed. Please contact me if you have questions regarding the above comments. Sincerely, Pamela Ashley Assistant Transportation Engineer M79PA3 a „L-Y'-1J-1771 17=Z: r-KUri l..l. VU13L J C WUKKS I U 664098 P.82 antra Public Works D ant a.erg w� �F Public works ..oSta 255 Giader Drive Martinez.Cabfmia%&i3-4897 Milan F Kubi-ek ..OLLtI FAX (415)313-2333 DaWW Dirzcn Teiepham(475)3U-MM Maurice E iat;tja DgxAv Data Septemtw 13, 1991 P= Ashley, AssisMM Traffic Engine City cat Concord 14W Gasoline Ailey Carrcard, CA 94520 Fes- Airport Center Project Deer Pain: Thank yor.r for reviewing ft DM As===Ah port Carder Trafbic Study expedr'Ir'ecratY andibr the close iiaison regarckQ flys protect. the failawhg resporgm were developed air d==wQ Concords conce= with you and Steve Whgl•ct, and reviewing your September 13, 1991. FAX: 1. Comms Why is the Munond Extension lnduded in the analysis as a rttittgatiorr even t muo #here Is msmeted hutWbq avaliable for the project, .and unix not be constructed wit*t fhm years? Response: The DWnond Soule%sd pro W is�on the CourAy 5 year Cam Road Improvemerrt'Program- Meme C reccrrtimenas iricusion of pmocts pmAased to be c*rMu:t9d wi f'rin 5 years of profit approval• ✓ 2` Comment Why are the SR 242 ImpravemeM for the Cornard Avenue ramps not included in the analysts wd7m they are pragra n and to be conshucted in 19947 Response= The.traffic study only included programmed i<nprovemenLs vvhic;h woad be constructed within 5 years. Out staff trail chocked with you and with Chuck Gabtyziak regarding avaUable irrforrnabon_ The cart was not informed that the improvements wouid be ca u=d try 1994. These improvements would improve traffic conditions along Cc ncord Avanue- We do not feel tidal tho tr frc SWdy should be changed at tt-is time to reflect this. 3. CornmeM (74 of Concord's Capdml Improvement Programlyranspodation Improvement Program includes it widening on Coac:ord Avenue in the westbound direction for 1992-1993 which is not included in tads report:. Response: Staff is recommending that Concord Avenue be widened to a 51-foot SEP-13-1991 19=26 FROM C.C.C.F'UULIC WORKS Iu Ljb40)U r �� • width, width measured from the face of median curb. This will provide for 3 - 12- foot travel cartes. a 5 fioot lane and a ca-tinuous 104bot acxeteratlon/deceferawn lane. Our traffc analysis based an known de%%dopments in the area does not indaate the rmd for the eight travel lam which you dceoussed. Haw+ever,staff is rtiBoottunendhn right of way and"urgrovements which will allow for future r ig to elvht tames, it needed in the fume. 4. Comment* In Rgurs 6,App v"d Projects do"clot include Smw Towers, a 420,OOO" office complex genera ft 1,623 p nt. peak hotu tips. Severaf IX listed haws been cornpkftd, i.e., Cuedo tight UmiustriAk Powis Car Dealership, Office Chub, Marmot Resklemm cant Home Depot, Lexus Auto Dealership. Response: Based on the lcafftc analysis prepared for the Seem Towers, the Seeno Towers does not tette a si rrt voiutne at tmffc to •Cwcord Avenue. Hotel Avenue does not go through to Concord Avenue. The traf tic kdornwWon used as tate basis for th s report was developed in i 96$and 1989. These projects may not have been ft* operational at that time The additKnal traffic from inclusion of these projects would appear to worsen the FkWnolds&Brown pr+opmrs impacts. Them is not a substantial reason to modify Me traffic study to delete this adMavW tra#irc. S. Corm:tetrts: Saha h nsisteencles are apparent between Figures 2-10 volurnes. These numbers shmAd be va fief. New figures were provided 9/'12!91, Response: DKS Associates was requested to modify the Concord Avenue turning movements at Contra Costa Boulevard and at the St wmeeil Drive - Ya Mercados intreseection. Please review tW September 11, 1 t39't version ofthe traffic study- & Comment: A weaving analysis should be provided for eastbound Concord Avenue from John Glenn to the project intasectltim Response: The northbound Joan Glean Drive ttafiic is estimated to be appColamately 50 vehicles tf 50%of those vehicles tum right on Concord Avenue to enter tftis project, this will be less than 1 vehicle every 2 mirwtes. With over 700-feet of weaving length,#1s should be awe. The h ft ca ir ection of trafirc signets along this portion of Concord Avenue should allow for left tum movements from Concord Avenue to southbound John Glenn Drive and right turn movements from northbound John Glenn Drive to eastbound Concord Avenue at the same L-I 1,5-1yy1 1'.1=fib F-KU11 U. _VUHLlC WUKKS IU lit�+bJd r'U4 time. DKS Assoaaes stated that mis is adequate. i. Saturday p m. traffic should be analyzed for all left-tum movements on Concord Avemte. Response: Bcth you and l agreed dug since a new sQnalized ktw=cthn vwH be e: W*ucted as part of the proleM two will be two left tart, lam fbr acus to the protect It to Cky will furnish us with Saftrday trema counts,we will the ararsis. At this tine, It;appears Out any powntWl problems can be alleviated by adiwting the *no card of the controller. & Comment Are the recommended left turn storage bay lengths (page 2 6I based on cumulative volumes or project Impacts? Response: The required length for the left tum lanes far the ex*UM traffic Pius approved development pkis pn3ject are 140 feet and 210 feet for east and west bound,respective - What is pressed on page 25 oweeds the rrmquwad lengths. The lengft are caWated based on 90 second Cycles (mote than adequate for Level cf Service A and B) and a random approach =e. 9. Three Intersections need further wudysfs: -Burnett Q John Glenn Burnett @ Meridian Meridian @ Concord A signal warrant should be included in the analysis tc determine if the cumulative volumes create a necessity for signal in:stafladom Response: We wiil perform a traifia sign warrant analysis at aft irttemsecWM impacted by at feast 50% of traffic from rids develofxr:srit The analysis WW be per mored basad an existing t,.,dc, mds&tr g trplus approved developrrtertis, and for existing traffic plus approved devek pm plus project. It the Airport Curter project warralrtts a traffic signal, teased an a*sem tratllc pias approved developments plus protect, which is riot vrarrantad with existing traffic Pius approved developments, then tho County will cider regi.uring the applicant to pay a proportional share of the waaanted traffic skgnaL. 10. Comment: The alignment of John Glenn north at Concord Avenue is not . included in this report as discussed previously. The through movement is of concern to the City. 0 SF--13-1991 1!3:2? FROM C." PUBLIC WORKS TO • 064098 11.Lit) Response: The south/Curb akxtg the John Glenn Drive roadway at Concord Avenue jags apprmwwtely 15-feet to the east of the curb at the nori.` w* pin of the intersection. Staff is recommendng that the.john Glenn Onve soUthbound lane dation include a right tum lane which wO be a. . eiy 1&feet wide. The souftoxtd ft vugh Lane wauid,therefore.Nne up with the southbound through lane on the south side at the Concord Avenue - John Glenn Drive h ift sectiot i_ Traffic can be duec ted father from the curb on the saudr4west side of the .John Mesut Clove- Concord Avenue ftwsecdon with stnprS 11. The project widening on Concord Avenue should consider the ultimate reguiremenrts for Concord Awrwa, and 1ho CiP project to Widen Concord Avenue from Stanwell Dr*e to John Glenn one tare in order to accomplish this, 53-feet should be provided for 124oat lanes with a 546ot No lane and a standard 10-toot sidewalk with cub and gutter. RmWor ae: Staff is re=(nv ry t that Concord Avenue be widened to a 51-foot width. width nvmsured from the face cat awdlan curb_ This will provide for 3 - 12-kat travel Wnes, a 54oart bicycle lane and a cor0wous 10-1= aCCele�rationldeCefer-ort tette. AS WS wed ttus Would aAow for cormtruc:dm of 44artes westbound. However. 44a rm wcauld ordy be reasor ibie if the ovencrossings at Mfarkat Street-SR 242 and at l-6W were also widened. Although staff is recommending a 64b& 6-inch skkm2fk, which staff feels is adequate, an additional 3-foot 6-inches mil be available f+or sidewalk caistrucgion ff the equestrian trail is reloc ated elsewhere. If the equestrian trail is implesrn if flad along this portion of Concord Avenge, alert a wider total path width will be avaifabie. 12 Comment: A Comprehensive tna6 plant for West Concord should bre developed. Response: County staff is kx*j g into afternate equestrian routes to the north. An equestrian tragi along this portion of Concord Avenue would be diftc tAt to develop in a safe manner. County staff is retettding that a 31/2 foot right of way be provided for this trail in case it is developed_ However, development of this trail shoed be contingent ttingent on cor outtatiort with the EBRPD and affected cities regarding an atterna W rm ng for tale traM to Center Avenue to Marsh Drive to trte Walnut Creek Cnarutel. SL—-13-1991 19:Z? FROM C.C. PUHUC WORKS -fo aaaeya 1'.Ub i. • Please contact us as soon as possible regarding our responses and any camarns which you may still have_ very trc y youm Maurkm Shiu Air Public Warks DlrV for Rosa Eri�irxmrlM SwrAW Ana cam Mike Mogen. City of cancan Pic Wartcs Director S.Taxly,Amt County Admirdomm J. KGem3dy, RedamWpment Director D.Pum, Community Do ek"mt d-M.Wa[ord TOTAL F.0b 5tl' li-1'�`J1 c19 i' I KU!'I C.C.C.r'UUL:'- WLRKt. IU W. FI0I.11N. F'.wzG ord Contra Public Works Department P PGcha¢l�V Vimubii�Warp[Yirestar Costa 255 Glacier Drive Martinez,Caffomia 94553.4897 Mi tm E.Kubiaek llllty FAX: (415)313.2333 Deputy 0iiteewr Telephones (415)313-2000 1mrree F-a+ ehan Dimmy Dawtor September 13, 1991 Ridtard Soft** Director of Planning City of Pleasant Hill 100 Gregory Lane Pleasant Hitt, CA 94523 RE: 5: Land Deveioprnent: Airport Cerner Traffic Study Dear Asch: You had asked about CEQA cxmaton for this project The E,nvironmentad Impact RaporVEnvironmental Assessment(EIR/EA):Airport Master Plan Update,airport Amoss Plan Amendment, Golf Course Leese, Genend Plan Amendment, arcLdadon IMProvementsr and Related Implementation for Buchanan Field Airport, along wdh the Response Document;and,the Addendum its the ElR Considered for this project. The TJKM Apr# 16, 1991 Wow of the Bud>artan Field Master Plan Environmental Impact Report is attached. This analysis shows that the proposed Flleyrrvids.and Brown projects each generate.less t aft them the origins y proposed plan for 220,00Q square feet of retail/corownercial space,and impa4~xs for the am ei ly proposed Scenarios are projected to be less than time idemtifiec! in that ©R (see page 12). Based on this the County Considers the EIR/EA to adequately address this project This irtlbrrrlation should adoquab*explain the enviror-r-m rw process proposed far this project- yours, Wrigm Associate Civil Engineer Road Engineering SKOW AAFZC'rr:t10 AIEt�hmWA cc: S. Tandy V. Alexeeff J.M. Walf+ord J_ Kennedy R. Drake, Project Planner TOTAL P.02 Contra Public Works Department J.Michael WalfordPublic Works Director Costa 255 Glacier Drive County Martinez,California 94553.4897 Milton F.Kubicek _ FAX: (415)3r,7�3q-28333 Deputy Director +X12M Maurice E.Mitchell Deputy Director Richard Bottarini Director of Planning City of Pleasant Hill 100 Gregory Lane Pleasant Hill, CA 94523 RE: 5: Land Development: Airport Center Traffic Study Dear Rich: Thank you for your expeditious review of our September, 1991 traffic study on the Airport Center Project. We realize that it was difficult finding time to review the study and meet with us on September 11, 1991. 1 believe the following responses adequately address the concerns which you raised at that meeting. I have summarized your concerns and our responses below. If you have any additional questions or need clarifications, please feel free to call me. 1. The °Level of Service' (LOS) calculation of the Chilpancingo Parkway/Contra Costa Boulevard intersection is different from the Central County Traffic Modelling work by DKS? Yes, the calculations are different. The work sheet provided by you appears to be from the Contra Costa Transportation Authority study done by TJKM. Comparing the TJKM study with the DKS Airport Center study, it seems that the difference in LOS for this intersection is caused by the ways the consultants treat the Concord Avenue west bound right tum to north bound Contra Costa Boulevard. DKS assumes that there are adequate pavement on Contra Costa Boulevard to allow free movements for the right tum traffic. TJKM on the other hand, assumes that there is not enough pavement to allow for free right turns. As I indicated at the meeting, Contra Costa Boulevard, at this location is striped for two lanes, but, does have enough pavement width for three lanes at this intersection. The matter of fact is that the combined traffic impacts of the Airport Center project and other projects approved by the City of Concord is -not significant. The added traffic will only increase the v/c ratio by 0.04 using the TJKM methodology or .08 using the DKS methodology. The v/c ratio will become 0.86 or 0.77 respectively. These v/c ratios are still within the allowable limits under Measure C-88 and the Transportation Authority's Draft Congestion Management Program (CMP), I also brought up the point that with the relocation of the north bound 1-680 off ramp to Burnette Avenue, jhe operational problems created by having two major signalized intersection close together will be alleviated. Elimination of the left turn lane from Concord Avenue east bound to 1-680 north bound on-ramp will allow the addition of one extra lane in the west bound direction to further improve the operation of this intersection. 2. Developments on the east side of 1-680 will continue to add traffic from south bound 1-680 to east bound Concord Avenue. This added traffic will impact signalized Intersections on Contra Costa Boulevard at the south bound 1-680 off/on ramps and at the Chilpancingo Parkway and Contra Costa Boulevard. Both intersections are controlled by the City of Pleasant Hill? We acknowledged your concerns. It needs to be pointed out that the A.M. peak hour traffic is operating at a better level of service than the p.m. peak hour traffic. Analysis by both TJKM and DKS show that the levels of service with approved development and the P.,rport Center project at these intersections are within the limits of Measure C and the CMP. By incorporating the Diamond Boulevard extension from Concord Avenue to Marsh Drive, the County implies that this project will be constructed as part of the Airport Master Plan. Connecting Diamond Boulevard to Marsh Drive on the east side of the freeway will provide a reliever route to north bound traffic on Concord Avenue. It will also provide an afternative for south bouhd 1-680 traffic to reach the east side of the freeway. While the County is committed to work with our neighbors to manage traffic in this area, we strongly feel that the Airport Center project as it is proposed will have minimum traffic impact. We will require the developer to pay traffic mitigation fee toward improvements to Concord Avenue and Diamond Boulevard. We cannot require the developer to do additional work that does not directly benefit its development. It appears that it is critical to work cooperatively with you and the City of Concord on the operation of the signals from the 1-680 south bound on/off ramps through Contra Costa Boulevard and Concord Avenue to Market Street. We will make our consultant DKS Associates available to work with you for half a day on the operation of the signals in the City. Very truly yours, —i Maurice M. Shiu Assistant Public Works Director Road Engineering MMS: re\wrport.ct cc: V. Alexeeff J. Kennedy J. M. Watford S. Wright D. Pulon SEF' — S-9 1 THU 1 3 : :6 is Bl.14--HANAN A I RPORT P - 02 Eric Merrill 140 Gregory' lane Pleasant Hi11, CA 94523 September 3, 1991 Mr. Hal Wight Airport Manager Buchanan Field Airport 510 Sally Ride Dr. Concord, CA 94520 Dear MY. Wight, I am a pilot who bases my aircraft at Buchanan Field and I am concerned about many of the issues which affect the use of the airport by pilots in the community such as myself. I have recently become aware that the warehouse shopping development proposed by Reynolds & Brown for the vacant County property on the Eaot side of the field is scheduled for a public meeting tonight. Unfortunately I will be unable to attend this meeting due to prior commitments but I would like to take this opportunity to express my endorsement of the planned development. I do not feel that it's location, size or planned use should constitute a threat to aviation safety or pose any risk for those people who will use the facility. I also am in favor of making more productive use of this property if, as I understand, some of the revenue generated by its use is directed to the improvement of airport facilities. It is my opinion that it is just a matter of time before something is constructed on the site and the low rise "warehouse retail" use appears to me to be the most compatible to the aviation use of the airport of any of the previously proposed developments that I have been aware of. very truly yours, Eric Merril. To the Contra Costa Boarof Supervisors: ]--am opposed to the .Reynolds and Brown proposal to build a discount VoZng center an the 13.2 acres of Buchanan Field Airport pro aerrttyy this g would create a safefy hazard for both the public and eirccrafL Since the (bounty is:self- insured, the potential hazard will over burden the taxpayers when it oFcurs. Furthermore, I would like to see the property used for airport / aircraft related needs (such as hangers, etc.) or not developed at all. LD5&5tOM 6 KM Cs�M Drive V walnut crkkDA 94-598 • 'fy1 � q � q signature Date v Mop st_1Css1fl C J_L lA.a_'7._ ?.:-►1�.lctcic�=tea}.�: . . . . . . • To the Contra Cosa Board of Supervisors: ---� ;--� • , I am opposed to the Reynolds and Brown proposal to build a discount shorping center on the 13.2 acres of Buchanan Field Airport pm eerrVLy This building would create a safefy hazard for both the public and airccran.� Since the County is self- insured, the potential hazard will over burden the taxpayers when it occurs. FVrthermore, I would like to see the property used for airport / aircraft related needs (such as hangers, etc.) or not developed at all. LD&KM cunntngtw 1&%SMyou Dave Walnut M,CA 94598 Sigpature Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...�.--. . . . . . . . . . . . . . . . Tb the Contra Costa Board of Supervisors: I am opposed to the Reynolds and Brown proposal to build a discount V9Z'ZPn,d on the 13.2 acres of Buchanan Field Airport pm ty. This create a 8afefy hazard for both the public and aircraft.- Since the County is self- insured, the potential hazard will over burden the taxpayers when it occurs. Furthermore, I would like to see the property, used for airport / aircraft related needs (such as hangers, etc.) or not developed at all. 711Date AUG 2 6 1991 iCLEclK EOARD OF SJPF- VISO CONTRA COST;CG . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . . . . To the Contra Costa Board of Supervisors: 1 am opposed to the Reynolds and Brown proposal to build a discount t opp �7 ing center on the 13.2 acres of Buchanan Field Airport property. This ilding would create a safefy hazard for both the public and aircraft. Since the County is self- insured, the potential hazard will over-burden the taxpayers when it occurs. Furthermore, I would like to see the properly used for airport / aircraft related needs (such as hangers, etc.) or not developed at all. Signature D to . . . . . . . . . . . . . . . . . E Csrlson 147.JoeGuiq Dr Darnille CA 94526-3057 Cyd �.&—,engd- RECEI LW - 5 1991 CLERK BOARD OF SUPERVISORS CONTRA COSTA CO. TO: CONTRA COSTA COUNTY June 25, 1991 BOARD OF SUPERVISORS 651 Pine Street Martinez , Ca.94563 The Airport Land Use Commission at it's regular meeting on June 12th, 1991 , voted unanimously against the Airport Center Shopping Center on airport property. We, the undersigned, object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. . We also object to any high density use of airport property for the safety of the public as well as the safety of the pilots. NAME ADDRESS CITY ZIP &a-,r 2 87 53 L7 V / r Id ,Q-A, 7' /i ,t,;, Grp � x`770LP 0 54��y C 1/T / /U�'�.�•? 6:0 L� Y 16, aaa Oki rAgf C : �1 I z 6� J / I ' - 'ter"�i l 1 !� �' �J'L 1'( (—Ie..•,... � I""7i �� �'/t- �t'�/'�'G C L, iiiECE \/ l 0q SEP - 5 1991 CLERK BOARD OFCONTRA TO: CONTRA COSTA COUNTY June 25, 1991 BOARD OF SUPERVISORS 651 Pine Street Martinez , Ca.94563 The Airport Land Use Commission at it 's regular meeting on June 12th, 1991 , voted unanimously against the Airport Center Shopping Center on airport property. We, the undersigned, object to the lone} term lease arrangement of endangered airport property for terms longer than the Master Plan. . We also object to any high density use of airport property for the safety of the public as well as the safety of the pilots. NAMMEE� ADDRESS CITY Z I P iA, /7 / eA to ! I ss I Cew�t,+M v J - _ 567 A s w C'l, co, ClL v� S G Z)i�A9r ,, ve)mZ3 X1/13 Pa-JF-0 bre ('l4G►��/L,�r_, C� 9,�6 � IVOA E ) WOWPb J� I G�ye� J�n ti.. S „nv�C G 3 y � ►7��-t�h�edh ��c. /� .0 �.4_ g�/ v� I -SEP - 5 1991 ] (CLERK BOARD OF SUPtRViSORS;I it CONTRA COSTA CO. TO: CONTRA COSTA COUNTY June 25, 1991 BOARD OF SUPERVISORS 651 Pine Street Martinez , Ca.94563 The Airport Land Use Commission at it's regular meeting on June 12th, 1991 , voted unanimously against the Airport Center Shopping Center on airport property. We, the undersigned, object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. . We also object to any high density use of airport property for the safety of the public as well as the safety of the pilots. /NAME ADDRESS CITY Z I P 41141 7 Iii o VkAwr h o r, t (5)Q ►Lv�. C 62>z R�C C-A 5 4 s y 30373 s ► wra C'on)c. o CASvs2� */,/ Aecl4 �u55 Po(ZTErZF /F-L.,0 ` 1C3XL W f Wr) C1 F_md,Tr 17,15 L? � [I (Z 04 1 1 6q 1. ` hAm 11 crtse4, n Q =' r i 4A-12r.Y Oc5S5 =P- 11301 OuEC-NS ?.D. CO NCOP)l CAr• CA)P)5 e0*Amto 30z bIA660 CT CLAY*? , CA ws-) P,�F-M 4 i ;SEP - 5 ►�. i CLERK BOARD Ci, CONTRA.CCS TO: CONTRA COSTA COUNTY June 25, 1991 BOARD OF SUPERVISORS 651 Pine Street Martinez , Ca.94563 The Airport Land Use Commission at it's regular meeting on June 12th, 1991 , voted unanimously against the Airport Center Shopping Center on airport property. We, the undersigned, object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. . We also object to any high density use of airport property for the safety of the public as well as the safety of the pilots. NAME `� ADDRESS CITY ZIP E %/ 7-�) , L� L rc/ -a"U- i (-P /PA ` S f e ✓ Pck 0(b6eA4rA 40 e- ���fsbc,� 2,2JZ �+h�cc C,v4 Jy'7b / 51 )01YALb, a V2 i 41-513 �u�� -;29&7 PINES klUAM CLQ - j SEP - 5 (CLERK BOARD OF SUrERv1sof:1Z, j CONTRA COSTA CO. TO: CONTRA COSTA COUNTY June 25, 1991 BOARD OF SUPERVISORS 651 Pine Street Martinez , Ca.94563 The Airport Land Use Commission at it's regular meeting on June lith, 1991 , voted unanimously against the Airport Center Shopping Center on airport property. We, the undersigned, object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. . We also object to any high density use of airport property for the safety of the public as well as the safety of the pilots. NAME ADDRESS CITY ZIP del l�e�-ekes CC/A/ o/t 9ySa� XA /h -, -:` -�3 Jlr..of / "ti�'S PJ OA•� �1"..'.�� �:'"� a�`>';.!,�+^",;� �r%.(;.� .c�%•`' fit-•�.��� 1V \ -T- VV l,:f � E'.. •� �C i.c. �.r / a �' _ )X_ ��i-s" / •:-[t -. �. ./a.� ee AK V . . - - - - - - . . . . . . . . . . . . . . . CTO the Contra. Costa Board of Supervisors: I am opposed to the Reynolds and Brown proposal to build a discount shopping center on the 13.2 acres of Buchanan Field Airport property. This building would create a safefy hazard for both the public and aircraft . Since the County is self- insured, the potential hazard will over-burden the taxpayers when it occurs. Furthermore, I would like to see the property used for airport / aircraft related needs (such as hangers, etc.) or not developed at all. Ignature Date C.....—r-1•'.moo:. »Y ter.. _.__.. -: ��2no:ms.r. b r 7:I'. To the Cont.ra Costa Board of Supervisors: .. c a~ C= ) I am' opposed to the Reynolds and Brown proposal_:to build a -disco shopping center on the 13.2 acres of Buchanan Field Airport prope . This building would create a safefy hazard for both the public and � Since the County is self- insured, the potential hazard will over-burden the taxpayers when it occurs. Furthermore, I would like to see the property used for airport / aircraft related needs (such as hangers, etc.) or not developed at all. LD&KM Cunningham 1556 Siskiyou Drive / Wainut Crk,CA 94598 Signature Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CTo 'the Contra Costa Board of Supervisors: I'-am opposed to, the :Reynolds and Brown proposal to build a discount shopping center on the 13.2 acres of Buchanan Field Airport properrtythis buildiii would create a safefy hazard for both the public and aircratt.� Since ,..g... . the Cournty, is .self- insured, the potential hazard will over-burden the taxpayers when; it occw:-s. Furthermore, I would Ylke to see the property used for airport / aircraft related needs (such as hangers, etc.) or not developed at all. LD&KM Cunningham 1556 Siskiyou Drive Wainut Crk,,.CAi098 Signature Date Ll� TO: CONTRA COSTA COUNTY BOARD OF SUPERVISORS � I SEP - 5 1991 q 651 Rine Street I Martinez , Ca. 94563 !CLERK BOARDOFSUPERVISORS I�_ CONTRA COSTA CO. PROTECT OUR PEOPLE/ PROTECT OUR AIRPOFT The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD AIRPORT PROPERTY. We the undersigned , object to ANY:% HIGH DENSITY USE of AIRPORT PROPERTY which compromises the saf=ty of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. 1 VF- Si8naee as regia red to vote Date Print Name a yo C�2�SCEN� R . C.�Nc-��2c1_ 0(\-sap Residence dd ess O 2 Sigrf ttt e a registered to vote Date //Print Name Z C gTSJ~� [ Resi en' Y Citv Zi 3igAW,,*rAs regia to vote bate Print Name �u,kiuo 4 Si Lure ai regiatered to vote Da Print Name ,39J& CAQ Residence-addcas ONLY eCity Z—� 7ZjZ& lea 5 5ignatu esregistere to vgte Da Print Name 6� q 0 Residtwce adJusl ONLY A City 4i �u r�� f I-O 6 Si ure as registered to vote Date Print Name Residence address ONLY 0tv Ii 7 Si na re as registered to vote Date Print Name A% h,�t� , \] 8 ignature as re ' to vote Da Print Name �- r T" i �)a,az , a l�' 9 Signature ae reisterevo Date Print Name s 4I � i •'��_ ;T�11 H - Pty�:�� I 1 Signaw as registered to vote Date Print Name Residence address ONLY C Zi TO: CONTRA COSTA COUNTY BOARD OF SUPERVISORS � 651 Fine Street Martinez , Ca. 94563 _IIII 5 1991 PROTECT OUR PEOPLE/ PROTECT OUR A I RFORTIC.LERK BOARD OF SUFE VISORS CONTRA COSTA CO. The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD. AIRPORT PROPERTY. We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. 1 '-Signature as registered; ,votee� 1 D Print Name G� �f -( ( / �J�YY✓t ZGQ''L�11 1 � v �U Residence a d ss ONLY /-A/ 2 ignature as re 3 to vote Dite Print Name 9esidence address ONLY City Zip ` SC 0f r4E-Z-D 3 Signature as registered to vote Date Print Name ress ONLY (I;tv 7;n 41 Signature as registered to vote 'Date Print Name Residence a City Zi l S Signature asregisteredto vote '' ° Date ' Print Name �j _`77'7 G�.r� a% •. �t `�t��� � � 7��� Residence aWress O / 6 Sighaturie as g teftf tofvote Date Print Name �i U te � Residence address ONLY 7 S7gre as registered to vote /^ Daien ' Print Name sem ✓///1//G�'G l4L /p' 1. jResidence ,- r z< �71A/ 8 Signature as registered to vote Date Print Name 9 _13igiawre as registered to vote V Date / Print Name 7, _ tit, - L r/ ;.i; 0A ,_=> r 10 Signature as regia red to vote Date Print Name t 12 J,/Y/r h Y L t fo M la if l I iv J_`Z �AthS-S 7 Resu once address ONLY C' Zi TO. CONTRA COSTA COUNTY I SEP - 5 1991 BOARD OF SUPERVISORS 651 Pine Street Martinez , Ca. 94563 1 CLERK BOARD OF SUPERVISORS CONTRA COSTA CO. PROTECT OUR PEOPLE/ PROTECT OUR AIRPORT The Airport Land Use Commission at it 's regular meeting on June 12th, 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD AIRPORT PROF_ERTY,,_ We the undersigned , object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. /� • a 749/ Y//�/ T- / ze&E L L - I Signature as regia d to vote V Date Print Name Residence add ss ONLY Citv Zip 147_/J ,,d f 7o / U 2 Si re as registered to vote Date Print Name S C Aft- `vc ti R sid dence addres ON Zi 3 Signature as registers to vote to Print Name l Fri rAZZM W ��. ,uc��� e14 Reiidence address ONLY AcityZin q .o q Signature as registered to vote Date Print Name Residence addres NLY XZi /I /L///�_ 7-- 5 Signature ik.461 d Data nt Naam n. s� )t� c' �z Residence address Lyk -0- C?0- f e / L 6 Si utr as Ste d to 7u,_ Date Print Name Reside ce address ONLY Zi 2 i6 .� L 7 Signatu r s registered to vote Date Print Name 8 Signature as registered to vote Q Date Print Name 7-� A, 9 Signature as VIStered ate ams �_e ms&�)1120_4 10 ign a as res red tu Vold Date Print NameG o- 6 Resi encs address ONLY— 6 Zi • • F... TO: CONTRA COSTA COUNTY BOARD OF SUPERVISORS ! II ,SEP - 5 19Si 651 Fine Street li -Martinez , Ca.94563 _— ;;CLERK BOARD OF SUPERVISORS r PROTECT OUR PEOPLE/ PROTECT OUR AIRPORT Ii 00NTRA COSTA CO_�_ The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD AIRPORT PROPERTY. We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT P'ROP'ERTY which compromises the safety of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. r 3 RIC I 1Signature as registered to vote Date Print Name flon D' RT- (VZ CA 9yS5 ResIdence add&ss ONLY' i 7 ed rot a.r D v% K t��t,/lt h /J►^. 2 re as registered to oto Date Print Name 460 ave ��,ve Wo ee I�f� 3 Residencx1addiess ONLY I Citv Zi 3 Sig as re 15ate Print Name Residence address ONLY rit� 7;� 0 0 4 -Signature as registered to vote Date Print Name / / ` Residence address ONLY AZi 5 Signature as registered to vote Date Print Name ' .t ti esid ad ss 6 re s g.8 re Da Print Naine Residence address UNLT Xitv Zi plu-, gnature a1r-rej-ist6vd to vote Date Name l �1 Citv zip S Si re as registeredti-vote- ate 'Print Name 9:7_,L� .C � S . � \ 9 Sig azure as registered to vote Date Print Name �- rtit y 5 ° - Zin i 10 Signature as registered to vote f Date Print Name �p lq() 11�1PCJt_N�I�J �{ ��A /hvtZ ✓c.Z' G� ���1 7 Residence address ONLY City Zip TO: CONTRA COSTA COUNTY �� - 5 1991 BOARD OF SUPERVISORS 651 Fine Street it k Martinez , Ca. 94563 �i CLERK BOARD OF SUPERVISORS COWTRA COSTA CO. i PROTECT OUR PEOPLE/ PROTECT OUR AIRPORT The Airport Land Use Commission at it 's regular meeting on June 12th , 1491 , voted unanimously against the Airport Center Shopping Center ON_BUCHANAN FIELD_ AIRPORT PROPERTY._ We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. e, Sore nsz-_)v) I Signature as registered to vote Date Print Name 3W,5- sqvlQs<� 14ve- A o C,S E_ q qs6 Residence a ss ONLY 77 Citv zin i 2 ignature as d tc ote Date PrintfNaffw_C,;5x-vo�� & , POW-0 &" Ve_ndoc,ce address ONLY citv Z+ 2kll ?PrQ2 r01 3 Si nature as registered to vote UDate Print Name CA Residence at,ras/y _ 1 Attl' 14 //r 4 Signautre as registered to votea Print Name f ,2061G,AW7t S/. ��.D 94�.SZZJ Kcsideace address ONL Citv Zi _ 9P 9 91 SAMES E.Sw���h t✓ 5 SiSmiturAs registered to vote Date Print Name LOW C""LA 56re+ 4103 eonoerj CA g4S2o Residence address 9 9 Tlwm 1^ sele v/& 6 tgnature s s to vote Dific Print Name ,?3 Residenc Chu f Zi , ' 2- -Tghare a gistered to vote Date Print Name ee �45f q_4w��x_ 71L S Signazure as regtered to vote dirt Nz= 9 Si ur as registered to vote Date Print Name 2 1 -i - Jt�fl r� � 10 `S- ure as registered t Data Print Name �S� G A Po�;7� /7�; Ci A L l sem/ Residence address ONLY C't Zi TO: CONTRA COSTA COUNTY BOARD OF SUPERVISORS BSEP — 5 I��I 651 Fine Street Martinez , Ca. 94563 CLERK BOARD OF SUPERVISORS; CONTRA COSTA CO. u PROTECT OUR PEOPLE/ PROTECT OUR A I RPOF;T-- -- ----- The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD ,AIRPORT_.PROPERTY. We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. -7 )ey*v 1 Signature as registered to v Date Print Name 235_7 10 69W 04" 16 qys-o� Residence add ss O VIA,( St evl 2 Signatureas re#1stered to V&cl Date Print sme K ?' rV Cree&. d N U gySs�r Residence address LY Zi 3 Signature as registered PrVote, Date Print Name ,ot E c1-,c%T c 6-e, I Residence address ONLY 7;n 7 ! �octs 4 Signature as registered to vote Date Print Name t?fit s leo V1'& r—Vt IN IG.- G �y-S­5 P Residence address ONLY CitV Zi , . - J/-- J & ,&,g,&J,g f Z// ?/ G L41 5 Signay,40as registered to vote Efate Print Name 31`•1- Ad!tWi hYAeel*e eZ e-W. J`{SS Residence address ONLY _499h 6 Signature as reV dto vote ate Print Name R g4sZ Residence address ONLY Citv Zi a e-&(��, 1 -30 ( ✓� 7 Signature as registered to/4otAf Date Print Name L, 8 Signature as registered to vote Date Print Name Residen i :Z�1_ ��_ /3 9 Vd/� J. �f 2/,• 9 Signature as registered vote Date Print Name N13XVev` c i 10 Signature as reiste ate Print Rhme SDL-dA - Eees_3Q S#-- . Residence address ONLY Zi TO: CONTRA COSTA COUNTY BOARD OF SUPERVISORS _ 5 1991 651 Fine Street SEP Martinez , Ca. 94563 !_ _.. ______ -_._f C1�9 36kFR6D D?SUPE13!!IS®ilS PROTECT OUR PEOPLE/ PROTECT OUR AIRPORT =_ CONTRA�OS-��CO. —1� The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD AIRPORT PROPERTY. We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. 1 Signature as registered to vote Date Print Name 2-o 2 u k- c'k- u Residenci addas ONLY Zib A41,,t , 3. Fs 2 Signature a giatered to v ate Print Name ,�u� C &9 Resider a Addmss ONLYI City /!Zi c 7-// - 9 t?o 3 Signature as registered ^to�vote/ / Date Print Name 5:5--4-1 / GzkoS 01 oLi,h,Qi C 1 Z/=� 3 4 Signature as registered to vote ate ame Residence address ONLY// 't Zi '�— Z"-Z> 4§ /2E/= 4-;' .�� 5 Signature as registered to Date Print Name / 0 �r 7ae)� 62, Residence address ONLY City Zin x�ec- -V, &rg 6 Signature a registered to vote Date Print Name Residence address ONLY City Zi ` - 11 - o� 7 Signature as dkistered to vote Date Print Name 3`7 n�-- v , A ��k 9 4-Reqidence address ONLY City 5y'rl ZiEr Liu i 8 SlgnajurewrfEgisqd to vote Date Print Nam �6 � � Lel i 7 N 3 l9� Al a R Y Le'g A) sy 9 Signature as giatered to vote ' D to rent Nacre 3 23 Gea cv",07 0,2. /r1y76S� 10 t Signature is 4istired to vote Date Print Name Residence address ONLY City Zi TO: CONTRA COSTA COUNTY BOARD OF SUPERVISORS - 51991 651 Fine Street Martinez , Ca. 94563 L�___� f CLERK BOARD OF SUPERVISORS I CONTRA COSTA CO. PROTECT OUR PEOPLE/ PROTECT OUR AIRPOKT --The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD AIRPORT PROPERTY. We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who f 1 y. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. 7- ,/Z; 1 6ignaure as registered to vole Daic Print Name Resi1'a ce D 7 adress ONLY Citv 7 ^ (oi ! M or-ems 2 S g re as registeredto, o Ds Print Name sides e address ONLY- Zi Al3 Signature as regis d to vote 1jam Print Name _ / hA.4 711,1h� L Z&RV J, 14s q Slin&ure as regia d to fibm Print arae ORO or, Residen,add/re ss ONL Y CitvZi /z � - 5 Signa/u4 Signa/u4as registe v Da Print Name X33 1 . C/-,;, (/,5-() Reside address ONLY zip r 69 eQ� g f 6MR/ridenrce AZZ registered o ate Vnnt Name ddressdf4LY Citv Zi 7 Signature 4 registered to voteDate Print Name 8 Signature as registered to vote Date Print Name pe i- _ IL h4� 9gnature as registered to vote Date Print Name LL/s i Tyr 10 Sigdazurl as registered to vot4 Date Print Name M/S, �&yj-i�,,, ✓eeLC- C--\ fps 1` Residence address ONLY Citv Zi L�9Y v /x/t. „/ TO: CONTRA COSTA COUNTY BOARD OF SUPERVISORS 651 Pine StreetSEP _ 5 1991 i Martinez Ca. 94563 PROTECT OUR PEOPLE/ PROTECT OUR A I RPORT CLERK BOARD OF SUPERVISORS H CONTRA COSTA CO___III The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD AIRPORT PROPERTY._ We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. s e)e- Sign4re `as registered to vote pite Print Name V ,D,d.r ka-gc-k?i� / si z add ss ONLY Zin 2 Signature as registe p vote Date Print Name Residence address ONLY City Zi `T 3 Signature as registered to vote DAhe Prior Name C 4 Signature as regisfere ore Date Print Name Residence address ONLY C •t Zi -5�� ik 7—/5``1/ �)l 5 Signature as regia d&v Date Print Ns L vid Residence add ss 9&,vu,a . kA Ie-L �. 6 Signature as regia to vote Date Print Name z � VIA�dence a dresZi 7 Signature as registered to vote Date Print Name Zi- 8 Signature as registered to vote Date Print Name 9 Signature as registered to vote Date Print Name 10 Signature as registered to vote Date Print Name Residence address ONLY City Zi TO: CONTRA COSTA COUNTY BOARD OF SUPERVISORS _ 5 19,91 651 Fine Street Martinez , Ca. 94563 CU:gix B/�OAAD C, COFtf?P_A_CD"T_A1 CJ_. PROTECT OUR PEOPLE/ PROTECT OUR AIRPORT The Airport Land Use Commission at it's regular meeting on June lith , 1991 , voted unanimously against the Air-port Center Shopping Center ON _BUCHANAN FIELD AIRPORT_._F'FiOF'ER..1.Y We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who f 1 y. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. 1 Signature as registered to vote Date Print Name Residence address ONLY City / r 4 , hie r 2 Signature as regist.900to volillDate Print Name 7,-10 Vl�t- 1e l YeN4e57 Residence address ONLY City Zi L�� -1� -c�� V 712 CUA WV A 3 Signature iM registered to vote 0 Date Print Name In 4 Signature as registered to vote Date Print Name Residence address ONLY Zi 5 Signature as registered to vote Date Print Name Residence address ON 6 Signature as registered to vote Date Print Name Residence address ONLY CitV Zi 7 Signature as registered to vote Date Print Name Residence 8 Signature as registered to vote Date Print Name 9 Signature as registered to vote Date Print Name 10 Signature as registered to vote Date Print Name Residence address ONLY city Zi • • «F ESV TO: CONTRA COSTA COUNTY I !i BOARD OF SUPERVISORS _ 5 1991 651 Fine Street Martinez Ca.94563 �- --- PROTECT OUR PEOPLE/ PROTECT OUR AIRPORT The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD_...AIRPORT PROPERTY._ We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who fly. We also object to the long term lease arrangement of endangered airport property for terms longer than the Master Plan. 1 Signature a giste to vote to 0 Print Na 4Resienccadd ss ONLY City 2 Signature as registered to vote Date Print Name Residence address ONLY Citv Zi 3 Signature as registered to vote Date Print Name ddresq ONLY Citv 7;n 4 Signature as registered to vote Date Print Name Residence address ONLY Citv Zi 5 Signature as registered to vote Date Print Name Residence address ONLY 6 Signature as registered to vote Date Print Name Residence address ONLY Citv Zi 7 Signature as registered to vote Date Print Name Residence address ONLY —Citv Zio 8 Signature as registered to vote Date Print Name address 9 Signature as registered to vote Date Print Name y 10 Signature as registered to vote Date Print Name Residence address ONLY Citv Zi TO: CONTRA COSTA COUNTY HOARD OF SUPERVISORS 651 Fine Street Martinez , Ca. 94563 PROTECT OUR PEOPLE/ PROTECT OUR AIRPORT The Airport Land Use Commission at it 's regular meeting on June 12th , 1991 , voted unanimously against the Airport Center Shopping Center ON BUCHANAN FIELD AIRPORT__PROPERTY. We the undersigned, object to ANY HIGH DENSITY USE of AIRPORT PROPERTY which compromises the safety of the public as well as the safety of those who f 1 y. We also object to the long term lease arrangement of endangered air-port property for terms longer than the Master Plan. _ 0.3 �t�Z� �{• .SfI.0 G�.�D 1 Si r as regia red to vote Data Pri&Name %"i Residence—address ri1v Z6 2 Signature as registered to vote Date Print Name Residence addres ONLY Citv Zi N,U Aw141 fort- T3� i�;�n M .fuda-0 3 Sig�re as registered to vote Date Print Name 0-1 2YQU 71-3 Jam:.,_I., R � l C_ �v g /Sgnature as registered to vote Date /I Print Name V5711� �� r CohG0 � c75'a'1 Residence address ONLY /11 X-1 Citv Zi D�(/?/ 5 Si re as registers Data I Print Name 1 Reside ee add s 6 Signaluffleas registered th vote y� Date Pri amee S S"/-Zu c o'y n� ��/`/✓ f�i� l �� c°��i/o (r1, �l Residence address ONLY Zi o d-k, IQ• o� ,c -7/ �_' `lt --rd �, e l0 _ 4 � 1-h10 � 7 Signature as registered to vote Date Print Name r F(/Vo 8 Signca'ture gistereote --� Date Print Name _16 9 Mignature as registered to VoW Date Print Name /� �^ r v �.0 �' ,L 7 J c 10 Signature as registered to vote Date Print Name Residen:e address ONLY Citv Zi