Agenda packet — City Council and Authorities Concurrent, November 1, 2022 (part 2 of 5)

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

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

RECOMMENDATION

1. Accept the total California Library Literacy Services grant award of $147,266 for the Read Santa Clara City of Santa Clara Printed on 10/28/2022Page 2 of 3
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22-1199 Agenda Date: 11/1/2022
program;

2. Approve the FY 2022/23 budget amendments in the Library Operating Grant Trust Fund to recognize the total grant revenue of $147,266 and increase the FY 2022/23 appropriation by $147,266 (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Patty Wong, City Librarian
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. CLLS Adult and Family Literacy Grant 2022-23 Award

2. CLLS ESL Grant 2022-23 Award
City of Santa Clara Printed on 10/28/2022Page 3 of 3
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DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2O385C7BABF2 24 August 2022
Patty Wong
Santa Clara City Library
2635 Homestead Road
Santa Clara, CA 95051
Dear Patty Wong,
1/ l STATE LIBRARY
'
We're pleased to provide funds to support your California Library Literacy Services program and the important work that you, your staff, and volunteers do in your community.

The state budget continues California Library Literacy Services funding at $4.82 million for adult literacy services and $2.5 million for family literacy services.

Your total award for the fiscal year that began July 1, 2022, is:
• Adult Literacy Services: $59,366
• Family Literacy Services: $32,400
• Total Award: $91,766
Your award will be claimed in two stages. The attached form will allow you to request the first 90% of your Adult Literacy Services Award and 100% of your Family Literacy Services Award:
• 90% of the Adult Literacy Award: $53,429
• 100% of the Family Literacy Award: $32,400
• Total Initial Award Amount: $85,829
Note: Information about claiming the remainder of your award is included in the payment schedule at the end of your award packet.

Your funds must be encumbered by June 30, 2023, and fully expended, in accordance with your approved budget on file with the State Library, by December 31, 2023. Encumbered funds are those that have been deposited in the awardee's accounting system and for which a budget has been provided to and approved by the State Library.

Please be sure your program expenditures are consistent with the California Library Literacy Services allowable and unallowable costs guide (https://libraryliteracy.org/wp content/uploads/2022/08/CLLS-Allowable-and-Unallowable-Expenses-August-2022.pdf). If you have any questions about expending your funds, please reach out to Allyson Jeffredo at [email protected].

Library- Courts Building
P.O. Box 942837
Sacramento, CA 94237-0001
916-323-9759
[email protected]
www.library.ca.gov
DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2

STATE LIBRARY
We strongly encourage your program staff to develop and maintain community partners to strengthen your program, attend regular regional library literacy network meetings, participate in your local Adult Education Consortium, and participate in library literacy training opportunities offered by the State Library and the regional networks to meet the CLLS Mission, Values, and Program Essentials (https://libraryliteracy.org/for-coordinators/mission-values/).

The payment process begins when we receive your completed and signed budget modification form (if applicable), claim form, certification forms, and State Funded Grants Award Agreement and Certificate of Compliance (attached). All forms should be completed and signed using DocuSign to be processed for payment.

Our library literacy staff is available to assist you throughout the year. Your Advisor is Beverly Schwartzberg, [email protected], and your Grant Monitor is Allyson Jeffredo, [email protected]. Please contact them with any questions.

Thank you for your willingness to do so much for those in need. Best wishes for a successful year.

Respectfully yours,
!✓ DocuSigned by:

L~9~;16
Greg Lucas
California State Librarian
Cc: Beverly Schwartzberg, [email protected] Allyson Jeffredo, [email protected]
Fiscal Office, [email protected]
Shanti Bhaskaran, [email protected]
Dolly Goyal, [email protected]
Enc: Re: CLLS22-84: Claim form, certification form, and State Funded Grants Award Agreement and Certificate of Compliance
Library- Courts Building
P.O. Box 942837
Sacramento, CA 94237-0001
916-323-9759
[email protected]
www.library.ca.gov
DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2O385C7BABF2 Santa Clara City Library

THE BASICS - YOUR GRANT AW ARD
The following provides all the basic information about your grant and managing your grant.

Award#: CLLS22-84
Library: Santa Clara City Library
Award Amount: $91,766

APPROVED ALS BUDGET
Salary and Benefits $28,000
Contract Staff $ 0
Operations $21,866
Librmy Literacy Materials $ 0
Small Equipment $8,000
Equipment ($5,000 or more per unit) $ 0
Subtotal $57,866
Indirect $1,500
Grant Total $59,366

APPROVED FLS BUDGET
Salary and Benefits $26,735
Contract Staff $ 0
Operations $5,665
Libra1y Literacy Materials $ 0
Small Equipment $ 0
Equipment ($5,000 or more per unit) $ 0
Subtotal $32,400
Indirect $ 0
Grant Total $32,400
Start Date: I Upon execution
End Date: I June 30, 2023
Please understand that it can take from eight to ten weeks following the receipt of an error free claim form before grant funds are delivered. If you have not received your payment after eight weeks, please contact your grant monitor.

CONTACT
We want your project to be successful. Please work with the program staff listed below in implementing your project:

CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that the claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.

The claims the indicated allowance for the purposes of carrying out the functions stated in its CLLS application and in Sections 18880-18883 of the California Education Code.

Santa Clara Public Library, 2635 Homestead Rd, Santa Clara, CA 95051-5322

SIGNED DATE
[i;~Sigw:~ 9/19/2022
Signature - Authorized representative
Patty Wong city Librarian
Typed/Printed Name and Title of Authorized Representative [email protected]
Email address of authorized representative
DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Libra,y
PROJECT INFORMATION:

Invoice #: CLLS22-84
Project Title: California Library Literacy Services
Grantee: Santa Clara City Library
Funding Start Date: Upon execution
Term completion: June 30, 2023
DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City LibrmJ'
Total Award: $91,766
PAYMENT SCHEDULE:

Libraries receive 90% of their Adult Literacy Services award and 100% of their Family Literacy Services award upon receipt of the award letter.

Note:

Libraries have 18 months to spend their California Library Literacy Services award funds, from July 1, 2022 in which the funds are awarded until December 30, 2023 of the following year.

Adult Literacy Services Family Literacy Total Allocation Services
Initial $53,429 $32,400 $85,829
Payment
Final $5,937 $5,937
Payment
Total: $59,366 $32,400 $91,766
REPORTING:

Libraries will be required to submit a mid-year financial and narrative report and a final report.

Reminder emails will be sent out beginning six weeks before the required report.

All required reporting materials will be located on the California State Library's website. The reporting schedule is detailed below.

Mid-year Financial and Narrative Report Due January 31, 2023 Final Repo11 Due September 30, 2023
Note:

A budget modification form will be required for all budget changes regardless of amount.

Modification form may be submitted throughout the year but no later than May 31 st.

DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 PRfSflWING OUR HERITAGL SHAPING OUR FU1lJR[

STATE FUNDED GRANTS

AWARD AGREEMENT AND

CERTIFICATE OF COMPLIANCE
DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 PRfSl!tvlNG OUR HFRITAG£, S!!ArlNG OUR Fl!TU!tf
Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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TABLE OF CONTENTS

PROJECT SUMMARY

PROCEDURES AND REQUIRMENTS
A. Term of the Agreement
B. Scope of Work
c. Budget Detail
D. Narrative and Financial Reports
E. Claim Form and Payment
EXHIBIT A: TERMS AND CONDITIONS
EXHIBIT B: CERTIFICATION AND COMPLIANCE FORM
Certification
EXHIBIT C: STATE REIMBURSABLE TRAVEL EXPENSES
2 3
3 3
4 5
7 22
25 27
DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 PRESERVING OUR HERi TAG£. SH,\rlNG OUR fllTVRf

PROJECT SUMMARY
Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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AWARD AGREEMENT BETWEEN THE STATE LIBRARY and Santa Clara City Library for the California Library Literacy Services project.

AWARD AGREEMENT NUMBER CLLS22-84
This Award Agreement ("Agreement") is entered into on July 1, 2022 by and between the California State Library ("State Library") and Santa Clara City Library, ("Grantee").

This Award Agreement pertains to Grantee's State-funded California Library Literacy Services project.

The Library Development Services Bureau ("LDS") of the State Library administers state and federal funds in the form of awards.

The Grantee was selected by the State Library to receive state grant funds in the amount of $91,766 through the process adopted by the State Library in administering such grants.

The State Library and the Grantee, for the consideration and under the conditions hereinafter set forth in the Grant Agreement, agree as follows:

DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-20385C7BABF2 l'RfSFRVING OUR H FRITAGf. SH,\PING OUR FtJ1UR£
PROCEDURES and REQUIREMENTS
A. Term of the Agreement
Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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The Grant term begins July 1, 2022 and ends June 30, 2023, but the project's final expenditure date is December 31, 2023. If completion of the project occurs prior to the end of the grant period, this will be the end date of the term of this agreement. Grant eligible program expenditures may begin no earlier than the start date. The project's final encumbrance period ends on June 30, 2023 and all eligible program costs must be expended by December 31, 2023.

B. Scope of Work

1. Grantee agrees to perform all activities specifically identified in the Grantee's application and submitted to the State Library in response to the California Library Literacy Services project.

2. The following activities and deliverables to be performed by the Grantee include, but are not limited to the following:
• Maintain and keep records of expenditures related to the grant that are consistent with Generally Acceptable Accounting Practices (GAAP). • Make financial records available to the State Library upon request. • Work with the State Library staff to assure that funds are disbursed in compliance with the purpose of the grant.
• Prepare and submit required narrative and financial reports. • Procure equipment, and other supplies as needed for the project. • Issue contracts for services, personnel, and consultants as needed for the project.
• If applicable, make payments for services, including for hours worked and travel reimbursements, to consultants and contractors.
• Oversee the implementation of project activities.

C. Budget Detail
The State Library shall provide the Grantee funding for the expenses incurred in performing the Scope of Work and activities specified in the Grantee's application. The Grantee shall request the distribution of grant funding consistent with its proposal and DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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the budget worksheet that was included with the application. Under no circumstances shall payments exceed the total grant amount identified in this Agreement.

D. Narrative and Financial Reports

1. The Grantee shall be responsible for submission of interim and final narrative and financial reports on the progress and activities of the project, to the California State Library, using the sample report documents provided by the California State Library.

2. All the reports must be current, include all required sections and documents, and must be approved by the Grant Monitor before any payment request can be processed. Failure to comply with the specified reporting requirements may be considered a breach of this Agreement and result in the termination of the Agreement or rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding. Any problems or delays must be reported immediately to the Grant Monitor. The financial reports shall reflect the expenditures made by the Grantee under the Agreement and may be incorporated into the same reporting structure as the narrative reports.

3. The reports shall be submitted by the following dates:

Reporting Period Report Due Date
July - December Financial and Mid Project Program January 31, 2023 Narrative Report Due
January - Project Final Report Due September 30, 2023
End Date

4. Failure to submit timely reports with the appropriate documentation by the due date may result in rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding.

5. The Grantee agrees to maintain records and supporting documentation pertaining to the performance of this grant, subject to possible audit for a minimum of five (5) years after final payment date or grant term end date, whichever is later. Please refer to Exhibit A, Terms and Conditions for more information.

E. Claim Form and Payment

1. The California State Library shall provide the Grantee payment as outlined in the payment schedule only if all requirements for claiming the funds as outline in this DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

Page 5 of 27 ends

document have been met, and only for those activities and costs specified in the approved award application.

2. The Grantee shall complete, sign, and submit Certification of Compliance form (Exhibit B) and the Financial Claim form (included in your award packet), to the California State Library within 14 days of receiving this award packet. These forms will be issued, signed, and submitted using the online signature and agreement platform, DocuSign, unless DocuSign is unallowable or inconsistent with practices and policies of the local jurisdiction. If the use of DocuSign is not acceptable to your organization, please contact your grant monitor regarding alternate options.

3. Any of the sums appearing under the categories in the approved budget may be adjusted with prior authorization from the California State Library Grant Monitor. This would be to increase the allotment with the understanding that there will be corresponding decreases in the other allotments so that the total amount paid by the California State Library to the Grantee under this Agreement shall not exceed the awarded amount, which shall be expended/encumbered during the grant period.

4. If the payment amount made by the California State Library exceeds the actual expenses incurred during the term of this Agreement, as reflected in the financial reports to be filed by the Grantee, the Grantee shall immediately refund the excess payment amount to the California State Library.

5. The Award payments will only be made to the Grantee. It is the Grantee's responsibility to pay all contractors and subcontractors for purchased goods and services.

6. The Final Payment of l 0% will be withheld and retained by the California State Library until all conditions agreed upon in this Agreement, including submission and grant monitor approval of the interim and final narrative and financial reports, have been satisfied.

7. Prompt Payment Clause
The California State Library will make payments to the Grantee in accordance with the Prompt Payment Clause under Government Code, section 927, et. seq.

The Grantee may typically expect payment within 45 days from the date a grant payment request is properly submitted and approved by the Grant Monitor.

8. Budget Contingency Clause
a. It is mutually agreed that if the Budget Act of the current fiscal year or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the California State Library shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

Page 6 of 27 ends

considerations under this Agreement and the Grantee shall not be obligated to perform any provisions of this Agreement.
b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Program, the California State Library shall have the option to either cancel this Agreement with no liability occurring to itself or offer an Agreement amendment to the Grantee to reflect the reduced amount.

DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2

STAT IBRARY
i'RFSFRVING OUR HFRITAGT, SHAPING OUR fllTVRf
Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

Page 7 of 27 ends

EXHIBIT A: TERMS and CONDITIONS

1. Accessibility: The State is responsible for ensuring that public websites are accessible to both the general public and state employees, including persons with disabilities. Grantee shall assist the State in meeting its responsibility. Therefore, all project materials generated by state funded programs must meet the California Accessibility Standards. Additionally all project materials designed, developed, and maintained shall be in compliance with the California Government Code, sections 7 405 and 11135, and the Web Content Accessibility Guidelines 2.0, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.

However, if for some reason project material is not generated to be in compliance to meet these standards, please still submit it to the State Library. When submitting the material make sure to note that the material is not accessible by including "NOT ACCESSIBLE" in the file name.

The California State Library reserves the right to post project materials to its website that are in compliance with these standards.

2. Acknowledgment: The State of California and the California State Library shall be acknowledged in all promotional materials and publications related to the Statewide Broadband Services Program.
a. Grant award recipients must ensure that the State of California receives full credit as the source of funds and that the California State Library, likewise, is acknowledged as the administrator.
b. Publications and information releases about the project must credit the State of California. An appropriate statement for a publication or project press release is:
"This [publication/project] was supported in whole or in part by funding provided by the State of California, administered by the California State Library."
Grantees must include the above statement in any publications, vehicle wraps, and promotional materials, including websites. If space is limited the State Library logo and the following shortened acknowledgement statement is acceptable:
"Funding provided by the State of California."
DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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c. This credit line on products of a project, such as materials, is important to foster support from the public, and state funding sources. d. California State Library Logo: Use of the California State Library logo, which can be downloaded on the California State Library website, is required on any publication, vehicle wrap, or promotional material along with the above statement(s).
e. Photo Documentation: Digital photos are a great way to document the happenings of your project. It is recommended that you use a photo release form when taking photos of the public. You may use your library's photo release form, or contact your grant monitor for the State Library's form.

3. Agency: In the performance of this Agreement the Grantee and it's agents and employees shall act in an independent capacity and not as officers, employees or agents of the California State Library. The Grantee is solely responsible for all activities supported by the grant. Nothing in this Agreement creates a partnership, agency, joint venture, employment, or any other type of relationship between the parties. The Grantee shall not represent itself as an agent of the California State Library for any purpose, and has no authority to bind the State Library in any manner whatsoever.

4. Amendment: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required.

No oral understanding or agreement not incorporated into this Agreement is binding on any of the parties. This Agreement may be amended, modified or augmented by mutual consent of the parties, subject to the requirements and restrictions of this paragraph.

5. /,'Applicable law: The laws of the State of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder. The parties hereby waive any right to any other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California.

6. Assignment, Successors, and Assigns: The Grantee may not assign this Agreement or delegate its performance to any third-party person or entity, either in whole or in part, without the California State Library's prior written consent. The provisions of this Agreement shall be binding upon and inure to the benefit of the California State Library, the Grantee, and their respective successors and assigns.

7. Audit and Records Access: The Grantee agrees that the California State Library, the Department of General Services, the State Auditor, or their designated representatives shall have the right to review, audit, inspect and copy any records and supporting documentation pertaining to the performance of this Agreement. The Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after the final payment, or grant term end date, DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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whichever is later, unless a longer period of records retention is stipulated, or until completion of any action and resolution of all issues which may arise as a result of any litigation, dispute, or audit, whichever is later. The Grantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Grantee agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement.

Examples of audit documentation may include, but not limited to, competitive bids, grant amendments, if any, relating to the budget or work plan, copies of any agreements with contractors or subcontractors if utilized, expenditure ledger, payroll register entries, time sheets, personnel expenditure summary form, travel expense log, paid warrants, contracts and change orders, samples of items and materials developed with grant funds, invoices and/or cancelled checks.

8. Authorized Representative: Grantee and the California State Library mutually represent that their authorized representatives have the requisite legal authority to sign on their organization's behalf.

9. Communication: All communications from either party, including an interim check-in at any time during the grant term, shall be directed to the respective grant manager or representative of the California State Library or Grantee. For this purpose, the following contact information is provided below:

Santa Clara City Library
Patty Wong
2635 Homestead Road
Santa Clara, CA 95051
[email protected]
(408) 615-2931
California State Library
Allyson Jeffredo
900 N Street
Sacramento, CA 95814
[email protected]
916-603-6709

10. Confidentiality: Grantee will maintain as confidential any material it receives or produces that is marked Confidential or is inherently confidential or is protected by privilege. Grantee agrees to alert the State Library to this status in advance, and State Library agrees to maintain this status in conformity with the Public Records Act.

11. Contractor and Subcontractors: Nothing contained in this Grant Agreement or otherwise shall create any contractual relation between the State and any contractor or subcontractors, and no contract or subcontract shall relieve the Grantee of his or her responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible to the State for the acts and omissions of its DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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contractors, subcontractors, volunteers, student interns and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee's obligation to pay its contractors and subcontractors is an independent obligation from the State's obligation to make payments to the Grantee. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any contractor or subcontractor.

12. Copyright: Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act. ( 17 U.S.C. 101, et seq.) Grantee is responsible for obtaining any necessary licenses, permissions, releases or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the California State Library pursuant to this section. Also, the California State Library may upload, post or transmit copyrighted material produced or purchased with grant funds on a California State Library website for public access and viewing.

13. Discharge of Grant Obligations: The Grantee's obligations under this Agreement shall be deemed discharged only upon acceptance of the final report by California State Library. If the Grantee is a non-profit entity, the Grantee's Board of Directors shall accept and certify as accurate the final report prior to its submission to California State Library.

14. Dispute Resolution: In the event of a dispute, Grantee will discuss the problem informally with the Grant Monitor. If unresolved, the Grantee shall file a written "Notice of Dispute" with the State Library Grant Monitor within ten ( 10) days of discovery of the problem. Within ten ( 10) days of receipt, the Grant Monitor shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period of time, the Grantee may bring it to the attention of the State Librarian or the designated representative. The decision of the State Librarian or designated representative shall be final. Unless otherwise instructed by the Grant Monitor, the Grantee shall continue with its responsibilities under this Agreement during any dispute.

15. Drug-free Workplace: The Grantee certifies under penalty of perjury under the laws of California, that the Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code,§ 8350 et. seq.) and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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b. Establish a Drug-Free Awareness Program to inform employees about all of the following:
1) The dangers of drug abuse in the workplace.
2) The Grantee's policy of maintaining a drug-free workplace; 3) Any available counseling, rehabilitation and employee assistance programs.
4) Penalties that may be imposed upon employees for drug abuse violations.
c. Require that every employee who works on the Agreement will:
1) Receive a copy of the Grantee's drug-free workplace policy statement.
2) Agrees to abide by the terms of the Grantee's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and grantee may be ineligible for award of any future state agreements if the California State Library determines that the grantee has made a false certification or violated the certification by failing to carry out the requirements as noted above.

16. Effectiveness of Agreement: This Agreement is of no force or effect until signed by both parties.

17. Entire Agreement: This Agreement supersedes all prior agreements, oral or written, made with respect to the subject hereof and, together with all attachments hereto, contains the entire agreement of the parties.

18. Exclusive Agreement: This is the entire Agreement between the California State Library and Grantee.

19. Executive Order N-6-22-Russia Sanctions: The Grantee shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate grant agreements with, and to refrain from entering any new grant agreements with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Grantee advance written notice of such termination, allowing Grantee at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

20. Extension: The State Librarian or designee may extend the final deadline for good cause. The Grantee's request for an extension of the grant period must be DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
California Library Literacy Services
2022-2023 CLLS22-84

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made in writing and received by the California State Library at least 30 days prior to the final deadline.

21. Failure to Perform: The grant being utilized by the Grantee is to benefit the California Library Literacy Services. If the Grant Monitor determines the Grantee has not complied with this Agreement, the Grantee may forfeit the right to reimbursement of any grant funds not already paid by the California State Library, including, but not limited to, the ten percent (10%) withhold. 22AFederal and State Taxes: The State Library shall not:
a. Withhold Federal Insurance Contributions Act (FICA) payments from Grantee's payments or make FICA payments on the Grantee's behalf; or
b. Make Federal or State unemployment insurance contributions on Grantee's behalf; or
c. Withhold Federal or State income taxes from Grantee's payments Grantee shall pay all taxes required on payments made under this Agreement including applicable income taxes and FICA.
2§'.']Force Majeure: Neither the California State Library nor the Grantee, its contractors, vendors, or subcontractors, if any, shall be responsible hereunder for any delay, default, or nonperformance of this Agreement, to the extent that such delay, default, or nonperformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage, flood, or other contingencies unforeseen by the California State Library or the Grantee, its contractors, vendors, or subcontractors, and beyond the reasonable control of such party.
24};Forfeit of Grant Funds and Repayment of Funds Improperly Expended: If grant funds are not expended, or have not been expended, in accordance with this Agreement, the State Librarian or designee, at his or her sole discretion, may take appropriate action under this Agreement, at law or in equity, including requiring the Grantee to forfeit the unexpended portion of the grant funds, including, but not limited to, the ten percent (10%) withhold, and/or to repay to the California State Library any funds improperly expended. 25]Fringe Benefit Ineligibility: Grantee agrees that neither the Grantee nor its employees and contract personnel are eligible to participate in any employee pension, health benefit, vacation pay, sick pay or other fringe benefit plan of the State of California or the State Library.

26. Generally Accepted Accounting Principles: The Grantee is required to use Generally Accepted Accounting Principles in documenting all grant expenditures.

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27. Grant Monitor: The Grant Monitor's responsibilities include monitoring grant progress, and reviewing and approving Grant Payment Requests and other documents delivered to the California State Library pursuant to this Agreement.

The Grant Monitor may monitor Grantee performance to ensure Grantee expends grant funds appropriately and in a manner consistent with the terms and conditions contained herein. The Grant Monitor does not have the authority to approve any deviation from or revision to the Terms and Conditions (Exhibit A) or the Procedures and Requirements unless such authority is expressly stated in the Procedures and Requirements.

28. Grantee: the government or legal entity to which a grant is awarded and which is accountable to the California State Library for the use of the funds provided. a. The grantee will make reports to the State Librarian in such form and containing such information as may be required to ensure the proper used of funds consistent with the grantee's application and award agreement. The grantee will keep such records and afford such access as the California State Library may find necessary to assure the correctness and verification of such reports.

29. Grantee Accountability: The Grantee is ultimately responsible and accountable for the manner in which the grant funds are utilized and accounted for and the way the grant is administered, even if the Grantee has contracted with another organization, public or private, to administer or operate its grant program. In the event an audit should determine that grant funds are owed to the California State Library, the Grantee is responsible for repayment of the funds to the California State Library.

30. Grantee Funds: It is mutually agreed that the Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete the project.

31. Independent Action: Grantee reserves the right to fulfill its obligations under this Agreement in an independent manner, at any location and at any time within the agreed-upon timeline. Grantee's employees or contract personnel shall perform all services required by this Agreement, but their time need not be devoted solely to fulfilling obligations under this Agreement. Grantee shall furnish all equipment and materials used to meet its obligations, and complete the Project. The State Library shall not provide any personnel or other resources beyond the grant award, and is not required to provide training in connection with this Agreement.

32. Indemnification: Grantee agrees to indemnify, defend and save harmless the State of California, the California State Library and its officers, employees, and agents, from any and all claims, losses, and liabilities accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
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or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of this Agreement.

33. License to Use: The California State Library reserves a fully paid-up, royalty-free, nonexclusive, sub-licensable and irrevocable license to reproduce, publish, prepare derivative works, distribute or otherwise use, and to authorize third parties to use, any material received or maintained by Grantee in connection with this Agreement. This includes intellectual property, with or without third party rights. All such usages will be for public library and State governmental purposes:
b. The copyright in any work developed under this grant, sub-grant, or contract under this grant or sub-grant; and
c. Any rights of copyright to which a Grantee, sub-grantee, or a contractor purchases ownership with grant support.

34. Limitation of Expenditure: Expenditure for all projects must conform to the grantee's approved budget and with applicable State laws and regulations. The total amount paid by the California State Library to the Grantee under this agreement shall not exceed $91,766 and shall be expended/encumbered in the designated award period.

During the award period, the grantee may find that the awarded budget may need to be modified. Budget changes, requests for additional funds, or requests for reductions in award funding must be discussed with the assigned State Library Grant Monitor and a Grant Award Modification may be required to be submitted according to the instructions. Approval is by the State Librarian or their designee. Adjustments should be reported on the next financial report. Any adjustments in approved budgets must be documented and documentation retained in project accounts.

35. Lobbying: Grantee confirms that the grant funds will not be used for the purposes of lobbying or otherwise attempting to influence legislation, as those purposes are defined by the U.S. Internal Revenue Code of 1986.

36. Non-Discrimination Clause: During this grant period, the Grantee and the Grantee's contractors, and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
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sex, age, sexual orientation, or military and veteran status. Grantee shall insure that the evaluation and treatment of contractors, employees and applicants for employment are free from such discrimination and harassment.

Additionally, Grantee, contractors, and subcontractors, if applicable, shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.), the provisions of Article 9 .5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code§§ 11135-11139 .5), and the regulations or standards adopted by the California State Library to implement such article.

Grantee shall permit access by representatives of the Department of Civil Rights and the California State Library upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the California State Library shall require ascertaining compliance with this clause. Grantee, and it's contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, § 11105.) Grantee shall include the non discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the Agreement.

37. Notices: All notices and other communications in connection with this Agreement shall be in writing, and shall be considered delivered as follows:
a. Electronic Mail (E-mail): When sent by e-mail to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
b. DocuSign (e-signature platform): When sent via DocuSign a notification will be sent to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
c. Grants Management System: When sent via / uploaded to the California State Library's Grants Management System a notification will be sent to the last e-mail address of the recipient known to the party giving notice.

Notice is effective upon transmission.
d. Personally: When delivered personally to the recipient's physical address as stated in this Agreement.
e. U.S. Mail: Five days after being deposited in the U.S. Mail, postage prepaid, and addressed to recipient's address as stated in this Agreement.

38. Order of Precedence: The performance of this Agreement shall be conducted in accordance with the Terms and Conditions, Procedures and Requirements, DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2O385C7BABF2 Santa Clara City Library
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Certificate of Compliance, Project Summary, Activities Timeline, and Budget, of this Agreement, or other combination of exhibits specified on the Grant Agreement Coversheet attached hereto (collectively referred to as "Terms").

Grantee's California State Library-approved Application (Grantee's Application) is hereby incorporated herein by this reference. In the event of conflict or inconsistency between the articles, exhibits, attachments, specifications or provisions that constitute this Agreement, the following order of precedence shall apply:
a. Grant Agreement Coversheet and any Amendments thereto b. Terms and Conditions
c. Procedures and Requirements
d. Certificate of Compliance
e. Project Summary
f. Grantee's Application (including Budget and Activities Timeline) g. All other attachments hereto, including any that are incorporated by reference.

39. Payment:
a. The approved Budget, if applicable, is attached hereto and incorporated herein by this reference and states the maximum amount of allowable costs for each of the tasks identified in the Project Summary and Activity Timeline included in the project application. California State Library shall provide funding to the Grantee for only the work and tasks specified in the Grantee's Application at only those costs specified in the Budget and incurred in the term of the Agreement.
b. The Grantee shall carry out the work described in the Work Plan or in the Grantee's Application in accordance with the approved Budget and shall obtain the Grant Monitor's written approval of any changes or modifications to the Work Plan, approved project as described in the Grantee's Application, or the approved Budget prior to performing the changed work or incurring the changed cost. If the Grantee fails to obtain such prior written approval, the State Librarian or designee, at his or her sole discretion, may refuse to provide funds to pay for such work or costs. c. The Grantee shall request funds in accordance with the funding schedule included in this agreement.
d. Ten percent (10%) will be withheld from the Payment Request (if applicable) and paid at the end of the grant term, when all reports and conditions stipulated in this Agreement have been satisfactorily DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
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completed. Failure by the grantee to satisfactorily complete all reports and conditions stipulated in this Agreement may result in forfeiture of any such funds withheld.
e. Lodgings, Meals and Incidentals: Grantee's eligible costs are limited to the amounts authorized in the California State Administrative Manual (see Exhibit C or contact the Grant Monitor for more information). f. Payment will be made only to the Grantee.
g. Reimbursable expenses shall not be incurred unless and until the grantee receives a Notice to Proceed as described in the Procedures and Requirements.

40. Personal Jurisdiction: The Grantee consents to personal jurisdiction in the State of California for all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

Native American Tribal grantees expressly waive tribal sovereign immunity as a defense to any and all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

41. Personnel Costs: Any personnel expenditures to be paid for with grant funds must be computed based on actual time spent on grant-related activities and on the actual salary or equivalent hourly wage the employee is paid for their regular job duties, including a proportionate share of any benefits to which the employee is entitled.

42. Pledge: This Agreement shall not be interpreted to create any pledge or any commitment by the State Library to make any other or further grants or contributions to Grantee, or any other person or entity in connection with the Project. It is mutually agreed that Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete outcomes or deliverables.

43. Privacy Protection: Both parties agree to protect the confidentiality of any non public, personal information that may be contained in materials received or produced in connection with this Agreement, as required by Civil Code, section 1798, et. seq.

44. Prohibited Use: The expenditure under this program shall not be used to supplant Grantee efforts in other grant programs provided by the California State Library.

45. Public Records Act: Material maintained or used by the California State Library is considered "public record" under the Public Records Act (PRA) at Government Code, sections 6250, et. seq. This includes the Interim and Final reports, and any other written communications between the parties. Grantee agrees to ensure that all content contained in its written reports are appropriate for publication.

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Said material, along with all other reports, documentation and data collected during the term of the Agreement, will be subject to disclosure unless it qualifies for exemption under the PRA in whole or in part. Grantee agrees to alert the State Library as to a basis for exemption, if any exists.

46. Publicity Obligations: Grantee will notify the State Library of any promotional materials or publications resulting from the grant no later than five (5) days in advance of distribution, whether they are print, film, electronic, or in any other format or medium. Copies of all promotional materials will be provided to the State Library. Grantee will acknowledge the State Library's support as noted above. Grantee agrees that the State Library may include information about this grant and its outcomes in its own annual reports, with specific reference to Grantee, and may distribute such information to third parties.

47. Records: Communications, grant related documents, data, original receipts, and invoices must be maintained by Grantee and shall be made available to the State Library upon request. Grantee agrees to maintain adequate grant program records and adequate financial records consistent with generally accepted accounting practices, and to retain all records for at least five (5) years after the end-of-term. The State Library may monitor or conduct an onsite evaluation of Grantee's operation to ensure compliance with this Agreement, with reasonable advance notice.

48. Reduction of Waste: In the performance of this Agreement, Grantee shall take all reasonable steps to ensure that materials purchased or utilized in the course of the project are not wasted. Steps should include, but not be limited to: the use of used, reusable, or recyclable products; discretion in the amount of materials used; alternatives to disposal of materials consumed; and the practice of other waste reduction measures where feasible and appropriate.

49. Reimbursement Limitations: Under no circumstances shall the Grantee seek reimbursement pursuant to this Agreement for a cost or activity that has been or will be paid for through another funding source. The Grantee shall not seek reimbursement for any costs used to meet cost sharing or matching requirements of any other California State Library funded program.

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b. The grantee shall be responsible for submitting to the State Library Financial Reports reflecting grantee expenditure activity. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
c. To obtain payment hereunder the grantee shall submit authorized claims provided by the State Library for that purpose, on each of the following mentioned dates for payment, and the California State Library agrees to reimburse the Library as soon thereafter as State fiscal procedures will permit.
d. The final 10% of the grant award (if applicable) is payable only upon approval of all final reports and receipt of claim form. Failure to provide timely reports is a serious breach of an award recipient's administrative duty under the award.
e. Payment will be provided to cover the expenditures incurred by the grantee for the project in the following manner:
o $85,829 upon execution of the agreement and submission of claim by the grantee organization.
o If applicable, second payment will be made after the submission and approval of the first reports and receipt of claim form in the amount of $5,937.

51. Self-Dealing and Arm's Length Transactions: All expenditures for which reimbursement pursuant to this Agreement is sought shall be the result of arm's length transactions and not the result of, or motivated by, self-dealing on the part of the Grantee or any employee or agent of the Grantee. For purposes of this provision, "arm's-length transactions" are those in which both parties are on equal footing and fair market forces are at play, such as when multiple vendors are invited to compete for an entity's business and the entity chooses the lowest of the resulting bids. "Self-dealing" is involved where an individual or entity is obligated to act as a trustee or fiduciary, as when handling public funds, and chooses to act in a manner that will benefit the individual or entity, directly or indirectly, to the detriment of, and in conflict with, the public purpose for which all grant monies are to be expended.

52. Severability: If any part of this Agreement is found to be unlawful or unenforceable, such provisions will be voided and severed from this Agreement, but the remainder of the provisions in the Agreement will remain in full force and effect.

53. Site Visits: The Grantee shall allow the California State Library to access and conduct site visits, with reasonable notice, at which grant funds are expended and related work being performed at any time during the performance of the DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2 Santa Clara City Library
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work and for up to ninety (90) days after completion of the work, or until all issues related to the grant project have been resolved. A site visit may include, but not be limited to, monitoring the use of grant funds, provide technical assistance when needed, and to visit the State funded project.

54. Termination: The Agreement shall be subject to termination by the State Librarian or designee upon notice to the Grantee at least thirty (30) days prior to the effective date of termination. In the event this agreement is terminated, the Grantee shall deliver to the State Librarian copies of all reports, accounting, data, and materials prepared up to the date of termination. The State Librarian shall determine and pay the Grantee for necessary and appropriate expenditures and obligations up to the date of termination which have not been covered by prior installments previously paid to the Grantee. Upon such termination, the unused portion of the grant award must be returned to the California State Library within 45 days. If funding has been advanced to the Grantee, any unobligated balances, as determined by the State Librarian, shall be returned to the State Library within 45 days of the notice of termination.

55. Timeline: Time is of the essence to this Agreement. It is mutually agreed between the parties that the grant application and the timeline included therein are part of the Agreement.

56. Unused Funds: At the end-of-term Grantee agrees to return any unexpended or unaccounted for funds to the State Library, or to submit a written request for an extension of the grant period. Funds will be considered unexpended or unaccounted if they were: ( 1) not used for their intended purpose, or (2) used inconsistent with the terms of this Agreement.

Funds will also be considered unaccounted for, and must be returned, if the proposal outcomes or deliverables are materially incomplete by the end-of-term or earlier termination, as determined by the State Library in its sole discretion.

57. Waiver of Rights: California State Library shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by California State Library. No delay or omission on the part of California State Library in exercising any rights shall operate as a waiver of such right or any other right. A waiver by California State Library of a provision of this Agreement shall not prejudice or constitute a waiver of California State Library's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by California State Library, nor any course of dealing between California State Library and Grantee, shall constitute a waiver of any of California State Library's rights or of any of grantee's obligations as to DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2O385C7BABF2 Santa Clara City Library
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any future transactions. Whenever the consent of California State Library is required under this Agreement, the granting of such consent by California State Library in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of California State Library.

58. Work Products: Grantee shall provide California State Library with copies of all final products identified in the Work Plan and Application. Grantee shall also provide the State Library with copies of all public education and advertising material produced pursuant to this Agreement.

59. Worker's Compensation: The State of California will not provide Workers' Compensation insurance for Grantee or Grantee's employees or contract personnel. If Grantee hires employees to perform services required by this Agreement, Grantee shall provide Workers' Compensation insurance for them.

The Grantee is aware of Labor Code Section 3700, which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the Labor Code, and the Grantee agrees to comply with such provisions before commencing the performance of the work of this Agreement.

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EXHIBIT B: CERTIFICATION of COMPLIANCE FORM

1. AUTHORIZED REPRESENTATIVE: I certify that the authorized representative named below is the legally designated representative of the Grantee for this Grant Agreement and project and is authorized to receive and expend funds in order to administer this grant program.

2. I certify that all information provided to the California State Library for review in association with this award is correct and complete to the best of my knowledge, and as the authorized representative of the Grantee, I commit to the conditions of this award, and I have the legal authority to do so.

3. I certify that any or all other participants or contractors in the grant program have agreed to the terms of the application/grant award and have entered into an agreement(s) concerning the final disposition of equipment, facilities, and materials purchased for this program from the funds awarded for the activities and services described in the attached, as approved and/or as amended in the application by the California State Librarian.

4. The authorized representative, on behalf of the Grantee, certifies that the Grantee will comply with all applicable requirements of State and Federal laws, regulations, and policies governing this program, to include the requirements listed below in this Certification of Compliance Form.

5. The authorized representative, on behalf of the Grantee, hereby certifies to the California State Library, for an award of funds in the amount $91,766. This award will provide library services as set forth in the Project Application as approved and/or as amended by the California State Librarian.

6. STATEMENT OF COMPLIANCE: Grantee has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code§ 12990 (a-f) and CCR, Title 2, Section 11102).

7. DRUG-FREE WORKPLACE REQUIREMENTS: Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug free workplace by taking the following actions:
d. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
e. Establish a Drug-Free Awareness Program to inform employees about:

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1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
f. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Grantee may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Grantee has made false certification or violated the certification by failing to carry out the requirements as noted above. (Gov. Code§ 8350 et. seq.)

8. CONFLICT OF INTEREST: Grantee needs to be aware of the following provisions regarding current or former state employees. If Grantee has any questions on the status of any person rendering services or involved with the Agreement, the California State Library must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code § 1041 O):
a. No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code § 10411 ):
a. For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

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If Grantee violates any provisions of above paragraphs, such action by Grantee shall render this Agreement void. (Pub. Contract Code § 10420).

Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub.

Contract Code§ 10430 (e)).

9. LABOR CODE/WORKERS' COMPENSATION: Grantee needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code§ 3700).

10. AMERICANS WITH DISABILITIES ACT: Grantee assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et. seq.)

11. RESOLUTION: A county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.

12. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all Grantees that are not another state agency or other governmental entity.

13. DRUG FREE WORKPLACE:
a. Continue to provide a drug-free workplace by complying with the requirements in 2 C.F.R. part 3186 (Requirements for Drug-Free Workplace (Financial Assistance)). In particular, the recipient must comply with drug free workplace requirements in subpart B of 2 C.F.R. part 3186, which adopts the Government-wide implementation (2 C.F.R. part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988 (P. L. 100-690, Title V, Subtitle D; 41 U.S.C. §§ 701-707).
b. This includes but is not limited to: making a good faith effort, on a continuing basis, to maintain a drug-free workplace; publishing a drug free workplace statement; establishing a drug-free awareness program for the employees; taking actions concerning employees who are convicted of violating drug statutes in the workplace.

14. ACCESSIBILITY: The organization receiving this award, as listed in the certification section below, and all program staff, will ensure all project materials will meet California accessibility standards.

15. NON-DISCRIMINATION: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with all California non-discrimination laws.

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16. ACKNOWLEDGEMENT: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with California State Library acknowledgement requirements.

Certification

ORGANIZATION
Name: Santa Clara city Library Address (official and complete):
2635 Homestead Rd, Santa Clara, CA 95051-5322

PROJECT COORDINATOR
Name: Shanti Bhaskaran
Email: [email protected] Phone: 4086152956

GRANTTEE AUTHORIZED REPRESENTATIVE
Name: Patty wong Title: City Librarian
Email: pwong@santacl araca. gov Phone: 4086152932
Signature: r PoJf~ Wo~ Date: 9/19/2022
-BC9AF0ACB6224F3 ...

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Authorized Representative Signature

ORGANIZATION
Name: Santa Clara city Library Address (official and complete):
2635 Homestead Road, Santa Clara, CA 95051-5322

AUTHROIZED REPRESENTATIVE
Signature[ p ;;;~~'w:~ Date: 9/19/2022
Printed Name or rersoh Signing: Title: city Librarian Patty Wong

STATE OF CALIFORNIA
Agency Name: California State Library Address: 900 N Street, Sacramento, CA 95814 Signature: I ~•g~s Date: 9/16/2022
Printed Name 8&1'\S\¥t~~HSigning: Title: California State Librarian Greg Lucas
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STAT IBRARY
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l'RfSFRVING Oun H FRITAGL SHAPING OUR FlfTUfH
EXHIBIT B: STATE REIMBURSABLE TRAVEL EXPENSES
Rates are subject to change per State of California, Department of Human Resources Please Check State of California, Department of Human Resources Website for updated expenses:
http://www.calhr.ca .gov/ employees/pages/travel-reimbursements .aspx Mileage: $0.56 per mile - approved business/travel expense Rate subject to change
Meals: $7.00- Breakfast
Receipts are required $11.00 - Lunch
$23.00 - Dinner
$5.00 - Incidentals
Meals Note: Lunch can only be claimed if travel is more than 24 hours. Incidental charge may be claimed once for every 24-hour period and should cover incidental expenses, such as but not limited to, tip, baggage handling, etc.

Hotel: $ 90.00 plus tax for all counties/cities not listed below Receipts are required $ 95.00 plus tax for Napa, Riverside, and Sacramento and MUST have a zero Counties
balance. $ 110.00 plus tax for Marin County
$ 120.00 plus tax for Los Angeles, Orange, and Ventura
Counties, and Edwards AFB. Excluding the city of Santa
Monica
$ 125.00 plus tax for Monterey and San Diego Counties
$ 140.00 plus tax for Alameda, San Mateo and Santa
Clara Counties
$ 150.00 plus tax for the City of Santa Monica
$ 250.00 plus tax for San Francisco County
Out of State: Prior authorization must be obtained, as well as three print-out hotel quotes. Actual receipt must be included with authorization and additional quotes.

Hotel Note: If the above approved reimbursable hotel rates cannot be secured, please contact your grant monitor to obtain an excess lodging form. This form must be approved prior to actual travel.

AIRLINE TICKETS:

Itinerary and receipts are
required
Actual reasonable fees pertaining to airline travel will be reimbursed. Business, First Class, or Early Bird Check-in fee is not an approved reimbursable expense.

DocuSign Envelope ID: 7E3A5701-CC6D-4436-BDBE-2D385C7BABF2

STATE LIBRARY
24 August 2022
RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia's Actions in Ukraine
Dear Grantee,
You are receiving this notification because you currently have an active grant through the California State Library.

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive-Order.pdf.

The EO directs all agencies and departments that are subject to the Governor's authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.

This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia's actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country information/ukraine-russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.

Please note that for any agreements or grants valued at $5 million or more, a separate notification will be sent outlining additional requirements specified under the EO.

Annly Roman
California State Library
900 N Street
Sacramento, CA 95814
DocuSign Envelope ID: 7E3A5701-CC6O-4436-BDBE-2O385C7BABF2

CALIFORNIA STATE LIBRARY FINANCIAL CLAIM
1st PAYMENT California Library Literacy & English Acquisition Services Program Grant Award #:

Invoice#:

Payee Name:

Complete Address:

Amount Claimed:

Grantee Name:

Project Title:

CLLS22-84
CLLS22-84-01
Santa Clara Public Library
Date: 9/19/2022
PO#: 5255
(Legal name of authorized agency to receive, disburse and account for funds*) 2635 Homestead Road, Santa Clara, CA 95051-5322
Street Address, City, State, Zip Code (Warrant will be mailed to this address) $85,829
Payable Upon Execution of Agreement
Santa Clara City Library
(Name on Award Letter and Agreement)
California Library Literacy & English
Acquisition Services Program
Type of Payment:
~ PROGRESS
□ FINAL
□ IN FULL

AUGMENT
For Period From: upon execution to end of grant period

CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that this claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.

By~~,;,
(Signature of the Authorized Representative)
Patty Wong city Librarian
(Print Name) (Title)
*Legal payee name must match the payee's federal tax return. Warrant will be made payable to payee name. Payee discrepancies in name and/or address may cause delay in payment. If you need to change payee name and/or address, please contact Fiscal Services at [email protected].

If you are not using DocuSign electronic signature to submit your claim, please complete the following:

EMAIL A SCANNED COPY:
[email protected]
State of California, State Library Fiscal Office
ENY: 2022
PURCHASING AUTHORITY NUMBER: CSL-6120
COA: 5432000
By
(State Library Representative)
MAIL ONE ORIGINAL SIGNATURE TO:

California State Library
Fiscal Office -State Grants
PO Box 942837
Sacramento, CA 94237-0001
ITEM NO: 6120-213-0001, Chapter 43, Statutes of 2022
REPORTING STRUCTURE: 61202000
PROGRAM#: 5312
9/19/2022 Date
I Print Fniiiij I Reset Form I
Docu~g_n E_nv_E,lope ID: 71::~A5701-_gC6D-4436-B_l2.BE-2D385C7BABF2

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
Section 1 - Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee's federal tax return) BUSINESS NAME, OBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above) MAILING ADDRESS (number, street, apt. or suite no.) (See instructions on Page 2)

CITY, STATE, ZIP CODE I E-MAIL ADDRESS
Section 2 - Entity Type
Check one (1) box onl that matches the entit t pe of the Pa ee listed in Section 1 above. (See instructions on a e 2) □ SOLE PROPRIETOR/ INDIVIDUAL CORPORATION (see instructions on page 2) □ SINGLE MEMBER LLC Disregarded Entity owned by an individual □ MEDICAL (e.g., dentistry, chiropractic, etc.) □ PARTNERSHIP □ LEGAL (e.g., attorney services)
□ ESTATE OR TRUST □ EXEMPT (e.g., nonprofit)
□ ALL OTHERS
Section 3 - Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must match the name given in Section 1 of this form. Do not provide more than one (1) TIN. Social Security Number (SSN) or The TIN is a 9-digit number. Note: Payment will not be processed without a TIN. Individual Tax Identification Number (ITIN) • For Individuals, enter SSN.
• If you are a Resident Alien, and you do not have and are not eligible to get an SSN, enter your ITIN.
- ------ ---- --------
• Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may OR not have a separate FEIN. Those trusts must enter the individual grantor's SSN. • For Sole Proprietor or Single Member LLC (disregarded entity), in which the sole member is an individual, enter SSN (ITIN if applicable) or FEIN (FTB prefers SSN).
• For Single Member LLC (disregarded entity), in which the sole member is a business entity, enter the owner entity's FEIN. Do not use the disregarded entity's FEIN.
• For all other entities including LLC that is taxed as a corporation or partnership, estates/trusts (with FEINs), enter the entity's FEIN.

Federal Employer Identification Number
(FEIN) .

Section 4 - Payee Residency Status (See instructions)
□ CALIFORNIA RESIDENT - Qualified to do business in California or maintains a permanent place of business in California. □ CALIFORNIA NONRESIDENT - Payments to nonresidents for services may be subject to state income tax withholding. □ No services performed in California
□ Copy of Franchise Tax Board waiver of state withholding is attached.

Section 5 - Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.

Should m residenc status chan e, I will rom ti notif the state a enc below.

NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS [email protected] Patty Wong City Librarian
SIGNATURE DATE TELEPHONE (include area code)
408 615-2932 9/19/22
Section 6 - Paying State Agency
Pl t ease re urn compete df t orm o:

STATE AGENCY/DEPARTMENT OFFICE UNIT/SECTION
Ca. State Library Admin/Accounting
MAILING ADDRESS FAX I TELEPHONE (include area code)
900 N Street 916-603-7157

CITY STATE ZIP CODE E-MAIL ADDRESS
Sacramento CA 95814 [email protected]
D_ocu~g_n Env_elope ID: 7E~A5701-_GC61J-4436-B~BE-20385C7BABF2

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)

GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.

Prompt return of this fully completed form will prevent delays when processing payments.

Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).

NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.

A completed Payee Data Record, STD 204 form, is required for all payees (non-governmental entities or individuals) entering into a transaction that may lead to a payment from the state. Each state agency requires a completed, signed, and dated STD 204 on file; therefore, it is possible for you to receive this form from multiple state agencies with which you do business.

Payees who do not wish to complete the STD 204 may elect not to do business with the state. If the payee does not complete the STD 204 and the required payee data is not otherwise provided, payment may be reduced for federal and state backup withholding. Amounts reported on Information Returns (Form 1099) are in accordance with the Internal Revenue Code (IRC) and the California Revenue and Taxation Code (R&TC).

Section 1 - Payee Information
Name Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subject to IRS TIN matching (when applicable).
• Sole Proprietor/Individual/Revocable Trusts - enter the name shown on your federal tax return. • Single Member Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the individual or business entity that is tax liable for the business in section 1. Enter the OBA, LLC name, trade, or fictitious name under Business Name. • Note: for the State of California tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level. • Partnerships, Estates/Trusts, or Corporations - enter the entity name as shown on the entity's federal tax return. The name provided in Section 1 must match to the TIN provided in section 3. Enter any OBA, trade, or fictitious business names under Business Name.

Business Name - Enter the business name, OBA name, trade or fictitious name, or disregarded LLC name.

Mailing Address - The mailing address is the address where the payee will receive information returns. Use form STD 205, Payee Data Record Supplement to provide a remittance address if different from the mailing address for information returns, or make subsequent changes to the remittance address.

S f 2 E ft T ec,on - n i:v voe
If the Pavee in Section 1 is a(nl. .. THEN Select the Box for ...

Individual • Sole Proprietorship • Grantor (Revocable Livina) Trust disreaarded for federal tax purposes Sole Proprietor/Individual Limited Liability Company /LLC) owned by an individual and is disreaarded for federal tax purposes Sinale Member LLC-owned by an individual Partnerships • Limited Liabilitv Partnerships (LLP\ • and, LLC treated as a Partnership Partnerships Estate • Trust (other than disreaarded Grantor Trust) Estate or Trust Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery Corporation-Medical care, dentistrv, etc. • LLC that is to be taxed like a Corporation and is medical in nature Corporation that is legal in nature (e.g., services of attorneys, arbitrators, notary publics involving legal Corporation-Legal or law related matters, etc.) • LLC that is to be taxed like a Corporation and is leqal in nature Corooration that aualifies for an Exempt status, includinq 501(c\ 3 and domestic non-profit corporations. Corporation-Exempt Corporation that does not meet the qualifications of any of the other corporation types listed above • LLC Corporation-All Other that is to be taxed as a Corporation and does not meet anv of the other cornoration tvpes listed above Section 3 - Tax Identification Number
The State of California requires that all parties entering into business transactions that may lead to payment(s) from the state provide their Taxpayer Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax compliance enforcement activities and preparation of Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.

Section 4 - Payee Residency Status
Are you a California resident or nonresident?
• A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California.
• A partnership is considered a resident partnership if it has a permanent place of business in California. • An estate is a resident if the decedent was a California resident at time of death. • A trust is a resident if at least one trustee is a California resident. o For individuals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident.

For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:

Withholding Services and Compliance Section: 1-888-792-4900 E-mail address: [email protected] For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov Section 5 - Certification
Provide the name, title, email address, signature, and telephone number of individual completing this form and date completed. In the event that a SSN or ITIN is provided, the individual identified as the tax liable party must certify the form. Note: the signee may differ from the tax liable party in this situation if the signee can provide a power of attorney documented for the individual.

Section 6 - Paying State Agency
This section must be completed by the state agency/department requesting the STD 204.

Privacy Statement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.

All questions should be referred to the requesting state agency listed on the bottom front of this form.

DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 26 August 2022
Patty Wong
Santa Clara City Library
2635 Homestead Road
Santa Clara, CA 95051
Dear Ms. Patty Wong,

STATE LIBRARY
We're pleased to provide funds to support your English as a Second Language program and the important work that you, your California Library Literacy Services program, your staff, and your volunteers do in your community.

In 2021-2022, the state budget included one-time California Library Literacy Services funding at $15 million for English as Second Language Services. These funds will be allocated over a five year period. This award letter covers Round II of funding, between July 1, 2022, and June 30, 2023.

Your total award for the portion of the 2022-2023 fiscal year beginning July 1, 2022, is:
• Total Award: $55,500
Your funds must be fully expended by June 30, 2023, in accordance with your approved budget on file with the State Library.

We strongly encourage your program staff to develop and maintain community partners to strengthen your program, attend regular regional library literacy network meetings, participate in your local Adult Education Consortium, and participate in library literacy training opportunities offered by the State Library and the regional networks to meet the CLLS Mission, Values, and Program Essentials (https://libraryliteracy.org/for-coordinators/mission-values/).

The payment process begins when we receive your completed and signed budget modification form (if needed), claim form, certification forms and State Funded Grants Award Agreement and Certificate of Compliance (attached). All forms should be completed and signed using DocuSign to be processed for payment.

Library - Courts Building
P.O. Box 942837
Sacramento, CA 94237-0001
916-323-9759
[email protected]
www.library.ca.gov
DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206

STATE LIBRARY
Our library literacy staff is available to assist you throughout the year. Your Advisor is Beverly Schwartzberg, [email protected], and your Grant Monitor is Allyson Jeffredo, [email protected]. Please contact them with any questions.

Thank you for your willingness to do so much for those in need. Best wishes for a successful year.

Respectfully yours,
~DocuSigned 7=
L<JA~1C~
Greg Lucas
California State Librarian
Cc: Beverly Schwartzberg, [email protected] Allyson Jeffredo, [email protected]
Fiscal Office, [email protected]
Shanti Bhaskaran, [email protected]
Dolly Goyal, [email protected]
Enc: Re: ESL21-2-38: Claim form, certification form, and State Funded Grants Award Agreement and Certificate of Compliance
Library- Courts Building
P.O. Box 942837
Sacramento, CA 94237-0001
916-323-9759
[email protected]
www.library.ca.gov
DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Librmy

THE BASICS - YOUR GRANT A WARD
The following provides all the basic information about your grant and managing your grant.

Award#: ESL21-2-38
Library: Santa Clara City Library
Award Amount: $55,500

APPROVED BUDGET
Salary and Benefits $44,000
Contract Staff $ 0
Operations $7,500
Library Literacy Materials $1,000
Small Equipment $1,500
Equipment ($5,000 or more per unit) $ 0
Subtotal $54,000
Indirect $1,500
Grant Total $55,500
Strut Date: I Upon execution
End Date: I June 30, 2023
Please understand that it can take from eight to ten weeks following the receipt of an error free claim form before grant funds are delivered. If you have not received your payment after eight weeks, please contact your grant monitor.

CONTACT
We want your project to be successful. Please work with the program staff listed below in implementing your project:

Literacy Analyst: Allyson Jeffredo
Phone Number: (916) 603-6709
Email Address: allyson. [email protected]
Library Programs Consultant: Beverly Schwartzberg
Phone Number: (916) 701-6880
Email Address: beverly [email protected]
DocuSign Envelope ID: 582CDC93-46E9-4CD2-8591-553EE9C5D206 Santa Clara City LibrmJ'
CERJlflCAJION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that the claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.

The claims the indicated allowance for the purposes of carrying out the functions stated in its CLLS application and in Sections 18880-18883 of the California Education Code.

Santa Clara Public Library, 2635 Homestead Rd, Santa Clara, CA 95051-5322

SIGNED DATE
9/19/2022
Signature - Authorized representative
Patty Wong City Librarian
Typed/Printed Name and Title of Authorized Representative [email protected]
Email address of authorized representative
DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Librmy
PROJECT INFORMATION:

Invoice#: ESL21-2-38
Project Title: English as a Second Language Services
Grantee: Santa Clara City Library
Funding Start Date: Upon execution
Term completion: June 30, 2023
DocuSign Envelope ID: 582CDC93-46E9-4CD2-8591-553EE9C5D206 Santa Clara City Libra1J1
Total Award: $55,500
PAYMENT SCHEDULE:

Libraries receive 100% of their English as a Second Language Services award upon receipt of the award letter.

Note:

Libraries have 18 months to spend their English as a Second Language Services award funds, from July 1, 2022 in which the funds are awarded until December 30, 2023 of the following year.

English as a Second Total Allocation
Language Service
Total: $55,500 $55,500
REPORTING:

Libraries will be required to submit a mid-year financial and narrative report and a final repmt.

Reminder emails will be sent out beginning six weeks before the required repmt.

All required reporting materials will be located on the California State Library's website. The reporting schedule is detailed below.

Mid-year Financial and Narrative Repo1i Due January 31, 2023 Final Report Due September 30, 2023
Note:

A budget modification form will be required for all budget changes regardless of amount.

Modification form may be submitted throughout the year but no later than May 31st • DocuSign Envelope ID: 582CDC93-46E9-4CD2-B591-553EE9C5O206 PRlSfRVING OUR HFRITAGf. SHAPING OUR flJTUlU

STATE FUNDED GRANTS

AWARD AGREEMENT AND

CERTIFICATE OF COMPLIANCE
DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5O206 { ,,/,J:,. /{{Jr {~/t{/({c

STATE LIBRARY
Pf\rHR\'ING Ollft 1-irRlfAGL SHAPING OUR fl1Tl1H£
Santa Clara City Library
English as a Second Language Services
2022-2023 ESL2 l-2-38

Page 1 of 27 ends

TABLE OF CONTENTS

PROJECT SUMMARY

PROCEDURES AND REQUIRMENTS
A. Term of the Agreement
B. Scope of Work
C. Budget Detail
D. Narrative and Financial Reports
E. Claim Form and Payment
EXHIBIT A: TERMS AND CONDITIONS
EXHIBIT B: CERTIFICATION AND COMPLIANCE FORM
Certification
EXHIBIT C: STATE REIMBURSABLE TRAVEL EXPENSES
2 3
3 3
4 5
7 22
25 27
DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 PRTSFIWING OUR 1-1 lRITAGL SHAPING OUR FOHIIU
Santa Clara City Library
English as a Second Language Services
2022-2023 ESL21-2-38

Page 2 of 27 ends

PROJECT SUMMARY
AWARD AGREEMENT BETWEEN THE STATE LIBRARY and Santa Clara City Library for the English as a Second Language Services.

AWARD AGREEMENT NUMBER ESL21-2-38
This Award Agreement ("Agreement") is entered into on July 1, 2022 by and between the California State Library ("State Library") and Santa Clara City Library, ("Grantee").

This Award Agreement pertains to Grantee's State-funded English as a Second Language Services project.

The Library Development Services Bureau ("LOS") of the State Library administers state and federal funds in the form of awards.

The Grantee was selected by the State Library to receive state grant funds in the amount of $55,500 through the process adopted by the State Library in administering such grants.

The State Library and the Grantee, for the consideration and under the conditions hereinafter set forth in the Grant Agreement, agree as follows:

DocuSign Envelope ID: 582CDC93-46E9-4CD2-8591-553EE9C5D206 rru \f flVING OUR H l RITAGL Sl!Af'IN<i OUH f"ll IUIU
PROCEDURES and REQUIREMENTS
A. Term of the Agreement
Santa Clara City Library
English as a Second Language Services
2022-2023 ESL2 l -2-38

Page 3 of 27 ends

B. Scope of Work

1. Grantee agrees to perform all activities specifically identified in the Grantee's application and submitted to the State Library in response to the English as a Second Language Services project.

C. Budget Detail
The State Library shall provide the Grantee funding for the expenses incurred in performing the Scope of Work and activities specified in the Grantee's application. The Grantee shall request the distribution of grant funding consistent with its proposal and DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Library
English as a Second Language Services
2022-2023 ESL2 l -2-38

Page 4 of 27 ends

the budget worksheet that was included with the application. Under no circumstances shall payments exceed the total grant amount identified in this Agreement.

D. Narrative and Financial Reports

3. The reports shall be submitted by the following dates:

Reporting Period Report Due Date
July - December Financial and Mid Project Program January 31, 2023 Narrative Report Due
January - Project Final Report Due September 30, 2023
End Date

E. Claim Form and Payment
1 . The California State Library shall provide the Grantee payment as outlined in the payment schedule only if all requirements for claiming the funds as outline in this DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5O206 Santa Clara City Library
English as a Second Language Services
2022-2023 ESL2 l -2-38

Page 5 of 27 ends

document have been met, and only for those activities and costs specified in the approved award application.

2. The Grantee shall complete, sign, and submit Certification of Compliance form (Exhibit BJ and the Financial Claim form (included in your award packet), to the California State Library within 14 days of receiving this award packet. These forms will be issued, signed, and submitted using the online signature and agreement platform, DocuSign, unless DocuSign is unallowable or inconsistent with practices and policies of the local jurisdiction. If the use of DocuSign is not acceptable to· your organization, please contact your grant monitor regarding alternate options.

5. The Award payments will only be made to the Grantee. It is the Grantee's responsibility to pay all contractors and subcontractors for purchased goods and services.

7. Prompt Payment Clause
The California State Library will make payments to the Grantee in accordance with the Prompt Payment Clause under Government Code, section 927, et. seq.

The Grantee may typically expect payment within 45 days from the date a grant payment request is properly submitted and approved by the Grant Monitor.

8. Budget Contingency Clause
a. It is mutually agreed that if the Budget Act of the current fiscal year or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the California State Library shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other DocuSign Envelope ID: 582CDC93-46E9-4CD2-8591-553EE9C5D206 Santa Clara City Library
English as a Second Language Services
2022-2023 ESL21-2-38

Page 6 of 27 ends

DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Pflt \f RVING ()(JI{ HI RITAGI' St!APIN(i OUR ru rlllU
Santa Clara City Library
English as a Second Language Services
2022-2023 ESL2 l-2-38

Page 7 of 27 ends

EXHIBIT A: TERMS and CONDITIONS
1 . Accessibility: The State is responsible for ensuring that public websites are accessible to both the general public and state employees, including persons with disabilities. Grantee shall assist the State in meeting its responsibility. Therefore, all project materials generated by state funded programs must meet the California Accessibility Standards. Additionally all project materials designed, developed, and maintained shall be in compliance with the California Government Code, sections 7 405 and 11135, and the Web Content Accessibility Guidelines 2.0, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.

The California State Library reserves the right to post project materials to its website that are in compliance with these standards.

2. Acknowledgment: The State of California and the California State Library shall be acknowledged in all promotional materials and publications related to the Statewide Broadband Services Program.
a. Grant award recipients must ensure that the State of California receives full credit as the source of funds and that the California State Library, likewise, is acknowledged as the administrator.
b. Publications and information releases about the project must credit the State of California. An appropriate statement for a publication or project press release is:
"This [publication/project] was supported in whole or in part by funding provided by the State of California, administered by the California State Library."
Grantees must include the above statement in any publications, vehicle wraps, and promotional materials, including websites. If space is limited the State Library logo and the following shortened acknowledgement statement is acceptable:
"Funding provided by the State of California."
DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Library
English as a Second Language Services
2022-2023 ES L21-2-38

Page 8 of 27 ends

4. Amendment: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required.

5. Applicable law: The laws of the State of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder. The parties hereby waive any right to any other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California.

7. Audit and Records Access: The Grantee agrees that the California State Library, the Department of General Services, the State Auditor, or their designated representatives shall have the right to review, audit, inspect and copy any records and supporting documentation pertaining to the performance of this Agreement. The Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after the final payment, or grant term end date, DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Library
English as a Second Language Services
2022-2023 ESL21-2-38

Page 9 of 27 ends

Santa Clara City Library
Patty Wong
2635 Homestead Road
Santa Clara, 95051
[email protected]
(408) 615-2932
California State Library
Allyson Jeffredo
900 N Street
Sacramento, CA 95814
[email protected]
916-603-6709

11. Contractor and Subcontractors: Nothing contained in this Grant Agreement or otherwise shall create any contractual relation between the State and any contractor or subcontractors, and no contract or subcontract shall relieve the Grantee of his or her responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible to the State for the acts and omissions of its contractors, subcontractors, volunteers, student interns and of persons either DocuSign Envelope ID: 5B2COC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Library
English as a Second Language Services
2022-2023 ESL21-2-38

Page 10 of 27 ends

directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee's obligation to pay its contractors and subcontractors is an independent obligation from the State's obligation to make payments to the Grantee. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any contractor or subcontractor.

12. Copyright: Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act. (17 U.S.C. 101, et seq.) Grantee is responsible for obtaining any necessary licenses, permissions, releases or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the California State Library pursuant to this section. Also, the California State Library may upload, post or transmit copyrighted material produced or purchased with grant funds on a California State Library website for public access and viewing.

14. Dispute Resolution: In the event of a dispute, Grantee will discuss the problem informally with the Grant Monitor. If unresolved, the Grantee shall file a written "Notice of Dispute" with the State Library Grant Monitor within ten ( 10) days of discovery of the problem. Within ten (10) days of receipt, the Grant Monitor shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period of time, the Grantee may bring it to the attention of the State Librarian or the designated representative. The decision of the State Librarian or designated representative shall be final. Unless otherwise instructed by the Grant Monitor, the Grantee shall continue with its responsibilities under this Agreement during any dispute.

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1) The dangers of drug abuse in the workplace.
2) The Grantee's policy of maintaining a drug-free workplace; 3) Any available counseling, rehabilitation and employee assistance programs.
4) Penalties that may be imposed upon employees for drug abuse violations.
c. Require that every employee who works on the Agreement will:
1) Receive a copy of the Grantee's drug-free workplace policy statement.
2) Agrees to abide by the terms of the Grantee's statement as a condition of employment on the Agreement.

16. Effectiveness of Agreement: This Agreement is of no force or effect until signed by both parties.

18. Exclusive Agreement: This is the entire Agreement between the California State Library and Grantee.

20. Extension: The State Librarian or designee may extend the final deadline for good cause. The Grantee's request for an extension of the grant period must be made in writing and received by the California State Library at least 30 days prior to the final deadline.

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21. Failure to Perform: The grant being utilized by the Grantee is to benefit the English as a Second Language Services. If the Grant Monitor determines the Grantee has not complied with this Agreement, the Grantee may forfeit the right to reimbursement of any grant funds not already paid by the California State Library, including, but not limited to, the ten percent ( 10%) withhold.

22. Federal and State Taxes: The State Library shall not:
a. Withhold Federal Insurance Contributions Act (FICA) payments from Grantee's payments or make FICA payments on the Grantee's behalf; or
b. Make Federal or State unemployment insurance contributions on Grantee's behalf; or
c. Withhold Federal or State income taxes from Grantee's payments Grantee shall pay all taxes required on payments made under this Agreement including applicable income taxes and FICA.

23. Force Maieure: Neither the California State Library nor the Grantee, its contractors, vendors, or subcontractors, if any, shall be responsible hereunder for any delay, default, or nonperformance of this Agreement, to the extent that such delay, default, or nonperformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage, flood, or other contingencies unforeseen by the California State Library or the Grantee, its contractors, vendors, or subcontractors, and beyond the reasonable control of such party.

24. Forfeit of Grant Funds and Repayment of Funds Improperly Expended: If grant funds are not expended, or have not been expended, in accordance with this Agreement, the State Librarian or designee, at his or her sole discretion, may take appropriate action under this Agreement, at law or in equity, including requiring the Grantee to forfeit the unexpended portion of the grant funds, including, but not limited to, the ten percent (10%) withhold, and/or to repay to the California State Library any funds improperly expended.

25. Fringe Benefit Ineligibility: Grantee agrees that neither the Grantee nor its employees and contract personnel are eligible to participate in any employee pension, health benefit, vacation pay, sick pay or other fringe benefit plan of the State of California or the State Library.

26. Generally Accepted Accounting Principles: The Grantee is required to use Generally Accepted Accounting Principles in documenting all grant expenditures.

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30. Grantee Funds: It is mutually agreed that the Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete the project.

32. Indemnification: Grantee agrees to indemnify, defend and save harmless the State of California, the California State Library and its officers, employees, and agents, from any and all claims, losses, and liabilities accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Library
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claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of this Agreement.

33. License to Use: The California State Library reserves a fully paid-up, royalty-free, nonexclusive, sub-licensable and irrevocable license to reproduce, publish, prepare derivative works, distribute or otherwise use, and to authorize third parties to use, any material received or maintained by Grantee in connection with this Agreement. This includes intellectual property, with or without third party rights. All such usages will be for public library and State governmental purposes:
a. The copyright in any work developed under this grant, sub-grant, or contract under this grant or sub-grant; and
b. Any rights of copyright to which a Grantee, sub-grantee, or a contractor purchases ownership with grant support.

34. Limitation of Expenditure: Expenditure for all projects must conform to the grantee's approved budget and with applicable State laws and regulations. The total amount paid by the California State Library to the Grantee under this agreement shall not exceed $55,500 and shall be expended/encumbered in the designated award period.

36. Non-Discrimination Clause: During this grant period, the Grantee and the Grantee's contractors, and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, age, sexual orientation, or military and veteran status. Grantee shall insure DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5O206 Santa Clara City Library
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that the evaluation and treatment of contractors, employees and applicants for employmeht are free from such discrimination and harassment.

Additionally, Grantee, contractors, and subcontractors, if applicable, shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code§§ 11135-11139.5), and the regulations or standards adopted by the California State Library to implement such article.

37. Notices: All notices and other communications in connection with this Agreement shall be in writing, and shall be considered delivered as follows:
a. Electronic Mail (E-mail): When sent by e-mail to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
b. DocuSign Ce-signature platform): When sent via DocuSign a notification will be sent to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
c. Grants Management System: When sent via / uploaded to the California State Library's Grants Management System a notification will be sent to the last e-mail address of the recipient known to the party giving notice.

38. Order of Precedence: The performance of this Agreement shall be conducted in accordance with the Terms and Conditions, Procedures and Requirements, Certificate of Compliance, Project Summary, Activities Timeline, and Budget, of DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Library
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this Agreement, or other combination of exhibits specified on the Grant Agreement Coversheet attached hereto (collectively referred to as "Terms").

39. Payment:
a. The approved Budget, if applicable, is attached hereto and incorporated herein by this reference and states the maximum amount of allowable costs for each of the tasks identified in the Project Summary and Activity Timeline included in the project application. California State Library shall provide funding to the Grantee for only the work and tasks specified in the Grantee's Application at only those costs specified in the Budget and incurred in the term of the Agreement.
b. The Grantee shall carry out the work described in the Work Plan or in the Grantee's Application in accordance with the approved Budget and shall obtain the Grant Monitor's written approval of any changes or modifications to the Work Plan, approved project as described in the Grantee's Application, or the approved Budget prior to performing the changed work or incurring the changed cost. If the Grantee fails to obtain such prior written approval, the State Librarian or designee, at his or her sole discretion, may refuse to provide funds to pay for such work or costs. c. The Grantee shall request funds in accordance with the funding schedule included in this agreement.
d. Ten percent (10%) will be withheld from the Payment Request (if applicable) and paid at the end of the grant term, when all reports and conditions stipulated in this Agreement have been satisfactorily completed. Failure by the grantee to satisfactorily complete all reports DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Library
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and conditions stipulated in this Agreement may result in forfeiture of any such funds withheld.
e. Lodgings, Meals and Incidentals: Grantee's eligible costs are limited to the amounts authorized in the California State Administrative Manual (see Exhibit C or contact the Grant Monitor for more information). f. Payment will be made only to the Grantee.
g. Reimbursable expenses shall not be incurred unless and until the grantee receives a Notice to Proceed as described in the Procedures and Requirements.

44. Prohibited Use: The expenditure under this program shall not be used to supplant Grantee efforts in other grant programs provided by the California State Library.

Said material, along with all other reports, documentation and data collected DocuSign Envelope ID: 582CDC93-46E9-4CD2-8591-553EE9C5O206 Santa Clara City Library
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during the term of the Agreement, will be subject to disclosure unless it qualifies for exemption under the PRA in whole or in part. Grantee agrees to alert the State Library as to a basis for exemption, if any exists.

50. Reports and Claims: It is the responsibility of the grantee make the required reports and claims to the California State Library.
a. The grantee shall be responsible for submitting to the State Library Narrative Reports detailing progress and activities. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
b. The grantee shall be responsible for submitting to the State Library Financial Reports reflecting grantee expenditure activity. The reports are DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 Santa Clara City Library
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due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
c. To obtain payment hereunder the grantee shall submit authorized claims provided by the State Library for that purpose, on each of the following mentioned dates for payment, and the California State Library agrees to reimburse the Library as soon thereafter as State fiscal procedures will permit.
d. The final l 0% of the grant award (if applicable) is payable only upon approval of all final reports and receipt of claim form. Failure to provide timely reports is a serious breach of an award recipient's administrative duty under the award.
e. Payment will be provided to cover the expenditures incurred by the grantee for the project in the following manner:
o $55,500 upon execution of the agreement and submission of claim by the grantee organization.

53. Site Visits: The Grantee shall allow the California State Library to access and conduct site visits, with reasonable notice, at which grant funds are expended and related work being performed at any time during the performance of the work and for up to ninety (90) days after completion of the work, or until all issues related to the grant project have been resolved. A site visit may include, but not be limited to, monitoring the use of grant funds, provide technical assistance when needed, and to visit the State funded project.

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55. Timeline: Time is of the essence to this Agreement. It is mutually agreed between the parties that the grant application and the timeline included therein are part of the Agreement.

57. Waiver of Rights: California State Library shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by California State Library. No delay or omission on the part of California State Library in exercising any rights shall operate as a waiver of such right or any other right. A waiver by California State Library of a provision of this Agreement shall not prejudice or constitute a waiver of California State Library's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by California State Library, nor any course of dealing between California State Library and Grantee, shall constitute a waiver of any of California State Library's rights or of any of grantee's obligations as to any future transactions. Whenever the consent of California State Library is required under this Agreement, the granting of such consent by California State Library in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of California State Library.

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DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5O206 f'Rl SF:RVING OUR HfRITAGL SttAl'INfi OUR fl/TURI
Santa Clara City Library
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EXHIBIT B: CERTIFICATION of COMPLIANCE FORM

5. The authorized representative, on behalf of the Grantee, hereby certifies to the California State Library, for an award of funds in the amount $55,500. This award will provide library services as set forth in the Project Application as approved and/or as amended by the California State Librarian.

6. STATEMENT OF COMPLIANCE: Grantee has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code§ 12990 (a-f) and CCR, Title 2, Section 11102).

7. DRUG-FREE WORKPLACE REQUIREMENTS: Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
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2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Current State Employees (Pub. Contract Code § 10410):
a. No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code§ 10411):
a. For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

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If Grantee violates any provisions of above paragraphs, such action by Grantee shall render this Agreement void. (Pub. Contract Code§ 10420).

Contract Code§ 10430 (e)).

12. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all Grantees that are not another state agency or other governmental entity.

13. DRUG FREE WORKPLACE:
a. Continue to provide a drug-free workplace by complying with the requirements in 2 C.F.R. part 3186 (Requirements for Drug-Free Workplace (Financial Assistance)). In particular, the recipient must comply with drug free workplace requirements in subpart B of 2 C.F.R. part 3186, which adopts the Government-wide implementation (2 C.F.R. part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988 ( P. L. 100-690, Title V, Subtitle D; 41 U.S.C. §§ 701-707).
b. This includes but is not limited to: making a good faith effort, on a continuing basis, to maintain a drug-free workplace; publishing a drug free workplace statement; establishing a drug-free awareness program for the employees; taking actions concerning employees who are convicted of violating drug statutes in the workplace.

15. NON-DISCRIMINATION: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with all California non-discrimination laws.

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Certification

ORGANIZATION
Name: Santa cl ara city Library Address (official and complete):
2635 Homestead Road, Santa Clara, CA 95051-5322

PROJECT COORDINATOR
Name: Shanti Bhaskaran
Email: [email protected] Phone: 4086152956

GRANTTEE AUTHORIZED REPRESENTATIVE
Name: Patty wong Title: city Librarian
Email: pwong@santacl araca. gov Phone: 4086152932
s, f :r DocuSlgned by: Igna ure:

Pr£ii UJo~
Date: 9/19/2022
'-8C9AFOACB6224F3 ...

DocuSign Envelope ID: 5B2CDC93-46E9-4CD2-B591-553EE9C5D206 PRt SHWING OUR HfRITAGL SlfArlNG Oun ftJTlJIU
Santa Clara City Library
English as a Second Language Services
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Authorized Representative Signature

ORGANIZATION
Name: Santa Clara city Library Address (official and complete):
2635 Homestead Road, Santa Clara, CA 95051-5322

AUTHROIZED REPRESENTATIVE
Signature:[ p~ (}Jt,~ Date: 9/19/2022
Printed Name of PersorfSigning: Tttle: city Librarian Patty Wong

STATE OF CALIFORNIA
Agency Name: California State Library Address: 900 N Street, Sacramento, CA 95814 Signaturef ir~Tl~ Date: 9/15/2022
Printed Nam~ 0b5f9f>1~Vi8h Signing: Title: California State Librarian Greg Lucas
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Pro 'il fl\'IN(i OUR Ht ft!TAG!' Sl!ArlN{i OUR nntHll
EXHIBIT B: STATE REIMBURSABLE TRAVEL EXPENSES
Rates are subject to change per State of California, Department of Human Resources Please Check State of California, Department of Human Resources Website for updated expenses:
http://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx Mileage: $0.56 per mile - approved business/travel expense Rate subject to change
Meals: $7.00 - Breakfast
Receipts are required $11 .00 - Lunch
$23.00 - Dinner
$5.00 - Incidentals
Meals Note: Lunch can only be claimed if travel is more than 24 hours. Incidental charge may be claimed once for every 24-hour period and should cover incidental expenses, such as but not limited to, tip, baggage handling, etc.

Hotel:

Receipts are required
and MUST have a zero
balance.
$ 90.00 plus tax for all counties/cities not listed below $ 95.00 plus tax for Napa, Riverside, and Sacramento
Counties
$ 110.00 plus tax for Marin County
$ 120.00 plus tax for Los Angeles, Orange, and Ventura
Counties, and Edwards AFB. Excluding the city of Santa
Monica
$ 125.00 plus tax for Monterey and San Diego Counties
$ 140.00 plus tax for Alameda, San Mateo and Santa
Clara Counties
$ 150.00 plus tax for the City of Santa Monica
$ 250.00 plus tax for San Francisco County
Out of State: Prior authorization must be obtained, as well as three print-out hotel quotes. Actual receipt must be included with authorization and additional quotes.

Hotel Note: If the above approved reimbursable hotel rates cannot be secured, please contact your grant monitor to obtain an excess lodging form. This form must be approved prior to actual travel.

AIRLINE TICKETS:

Itinerary and receipts are
required
Actual reasonable fees pertaining to airline travel will be reimbursed. Business, First Class, or Early Bird Check-in fee is not an approved reimbursable expense.

DocuSign Envelope ID: 582CDC93-46E9-4CD2-B591-553EE9C5D206 26 August 2022
RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia's Actions in Ukraine
Dear Grantee,
You are receiving this notification because you currently have an active grant through the California State Library.

Please note that for any agreements or grants valued at $5 million or more, a separate notification will be sent outlining additional requirements specified under the EO.

Annly Roman
California State Library
900 N Street
Sacramento, CA 95814
DocuSign Envelope ID: 582CDC93-46E9-4CD2-B591-553EE9C5D206

CALIFORNIA STATE LIBRARY
California Library Literacy and English Acquisition Services

FINANCIAL CLAIM

PAYMENT IN FULL
Grant Award#:

Invoice#:

Payee Name:

ESL21-2-38
ESL21-2-38-01
Santa Clara Public Library
Date: 9/19/2022
PO#: 5213
(Legal name of authorized agency to receive, disburse and account for funds*) Complete Address: 2635 Homestead Road, Santa Clara, CA 95051-5322 Street Address, City, State, Zip Code (Warrant will be mailed to this address) Amount Claimed: $55,500 Type of Payment:

Payable Upon Execution of Agreement □ PROGRESS
Grantee Name: Santa Clara City Library
(Name on Award Letter and Agreement)
□ FINAL
fZl IN FULL
Project Title: English as a Second Language Services Grant □ AUGMENT For Period From: upon execution to end of grant period

By L~Jrn~~6~3
(Signature of the Authorized Representative)
Patty Wong city Librarian
(Print Name) (Title)
*Legal payee name must match the payee's federal tax return. Warrant will be made payable to payee name. Payee discrepancies in name and/or address may cause delay in payment. If you need to change payee name and/or address, please contact Fiscal Services at [email protected].

If you are not using DocuSign electronic signature to submit your claim, please complete the following:

EMAIL A SCANNED COPY:

Stategrants. [email protected]
State of California, State Library Fiscal Office
ENY: 2021
PURCHASING AUTHORITY NUMBER: CSL-6120
COA: 5432000
By
(State Library Representative)
MAIL ONE ORIGINAL SIGNATURE TO:

California State Library
Fiscal Office -State Funded Programs
PO Box 942837
Sacramento, CA 94237-0001
ITEM NO: 6120-2131-0001, Chapter 240, Statutes of 2021
REPORTING STRUCTURE: 61202000
PROGRAM#: 5312
9/19/2022
Date
I Print Fociiij I Reset Form I
Docu8.ig_n Env~lope ID: 5B~CDC93_::46E9-4CD2-13~91-553EE9C5D206

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
Section 1 - Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee's federal tax return) BUSINESS NAME, DBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above) MAILING ADDRESS (number, street, apt. or suite no.) (See instructions on Page 2)

CITY, STATE, ZIP CODE I E-MAIL ADDRESS
Section 2 - Entity Type
Check one (1) box onl that matches the entit t pe of the Pa ee listed in Section 1 above. (See instructions on page 2) □ SOLE PROPRIETOR/ INDIVIDUAL CORPORATION (see instructions on page 2) □ SINGLE MEMBER LLC Disregarded Entity owned by an individual □ MEDICAL (e.g., dentistry, chiropractic, etc.) □ PARTNERSHIP □ LEGAL (e.g., attorney services)
□ ESTATE OR TRUST □ EXEMPT (e.g., nonprofit)
□ ALL OTHERS
Section 3 - Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must match the name given in Section 1 of this form. Do not provide more than one (1) TIN. Social Security Number (SSN) or The TIN is a 9-digit number. Note: Payment will not be processed without a TIN. Individual Tax Identification Number (ITIN) • For Individuals, enter SSN.
• If you are a Resident Alien, and you do not have and are not eligible to get an SSN, enter your ITIN.
- ------ ---- -----
• Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may OR not have a separate FEIN. Those trusts must enter the individual grantor's SSN. • For Sole Proprietor or Single Member LLC (disregarded entity), in which the sole member is an individual, enter SSN (ITIN if applicable) or FEIN (FTB prefers SSN).
• For Single Member LLC (disregarded entity), in which the sole member is a business entity, enter the owner entity's FEIN. Do not use the disregarded entity's FEIN.
• For all other entities including LLC that is taxed as a corporation or partnership, estates/trusts (with FEINs), enter the entity's FEIN.

Federal Employer Identification Number
(FEIN)
Section 4 - Payee Residency Status (See instructions)
□ CALIFORNIA RESIDENT - Qualified to do business in California or maintains a permanent place of business in California. □ CALIFORNIA NONRESIDENT - Payments to nonresidents for services may be subject to state income tax withholding. □ No services performed in California
□ Copy of Franchise Tax Board waiver of state withholding is attached.

Section 5 - Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.

Should m residenc status chan e, I will rom ti notif the state a enc below.

NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS Patty Wong City Librarian [email protected]

SIGNATURE
f Pease return comp eted orm to:

STATE AGENCY/DEPARTMENT OFFICE
Ca. State Library

MAILING ADDRESS
900 N Street

CITY STATE
Sacramento CA
DATE
9/19/22
TELEPHONE (include area code)
408 615-2932
Section 6 - Paying State Agency

UNIT/SECTION
Admin/Accounting
FAX I TELEPHONE (include area code)
916-603-7157

ZIP CODE E-MAIL ADDRESS
95814 [email protected]
DocuSig_n Env_elope ID: 5B?CDC93 _ _-A6E9-4CD2-B§91-553EE9C5D206

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)

GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.

Prompt return of this fully completed form will prevent delays when processing payments.

Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).

NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.

Section 1 - Payee Information
Name - Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subject to IRS TIN matching (when applicable).
• Sole Proprietor/Individual/Revocable Trusts - enter the name shown on your federal tax return. • Single Member Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the individual or business entity that is tax liable for the business in section 1. Enter the OBA, LLC name, trade, or fictitious name under Business Name. • Note: for the State of California tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level. • Partnerships, Estates/Trusts, or Corporations - enter the entity name as shown on the entity's federal tax return. The name provided in Section 1 must match to the TIN provided in section 3. Enter any OBA, trade, or fictitious business names under Business Name.

Business Name - Enter the business name, OBA name, trade or fictitious name, or disregarded LLC name.

S f 2 E ft T ec,on - n ltV vpe
If the Payee in Section 1 is a/n) ... THEN Select the Box for ...

Individual • Sole Proprietorship • Grantor (Revocable Livinq) Trust disreqarded for federal tax purposes Sole Proprietor/Individual Limited Liabilitv Comoanv (LLC) owned bv an individual and is disreaarded for federal tax purposes Sinqle Member LLC-owned by an individual Partnerships • Limited Liability Partnerships (LLP) • and, LLC treated as a Partnership Partnerships Estate • Trust (other than disreqarded Grantor Trust) Estate or Trust Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery Corporation-Medical care, dentistry, etc. • LLC that is to be taxed like a Corporation and is medical in nature Corporation that is legal in nature (e.g., services of attorneys, arbitrators, notary publics involving legal Corporation-Legal or law related matters, etc.) • LLC that is to be taxed like a Corporation and is leqal in nature Corporation that aualifies for an Exempt status, includina 501(c) 3 and domestic non-Profil corporations. Corporation-Exempt Corporation that does not meet the qualifications of any of the other corporation types listed above • LLC Corporation-All Other that is to be taxed as a Corporation and does not meet anv of the other corporation !voes listed above Section 3 - Tax Identification Number
The State of California requires that all parties entering into business transactions that may lead to payment(s) from the state provide their Taxpayer Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax compliance enforcement activities and preparation of Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.

For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:

Section 6 - Paying State Agency
This section must be completed by the state agency/department requesting the STD 204.

Privacy _Statement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.

All questions should be referred to the requesting state agency listed on the bottom front of this form.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-0080 Agenda Date: 11/1/2022

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Authorizing the Use of City Electric Forces at Various Locations

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Charter Section 1310 titled Contracts on Public Works states, in part, “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”

DISCUSSION
Staff believes that the work described below is best and most efficiently performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining the electric system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings. Therefore, staff recommends that the City Council make a finding that City forces can better perform the installation of the following electric facilities and approve the use of City forces.

Estimate Number: 38029
Location: 2590 Walsh Avenue
Type of Service: New Business
Description of Work: Remove existing meter/service, secondary cables, padmount transformer, primary feeds and close primary loop to existing active neighboring transformer.

Estimated Cost: $10,976
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 36413
Location: Agnew Road and Bassett Street
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22-0080 Agenda Date: 11/1/2022
Type of Service: New Business
Description of Work: Install 1 - 65' class 1 pole, 2 - double arm primary crossarms, 6 - deadend 12kv insulators, 6 - pin 12kv insulators, 1/4" head guy, 7/16' down guy, 37.5 kVA OH transformer, LED Pole mount streetlight, +- 1700' aluminum overhead wire, +- 110' #4 aluminum TRI overhead wire.

Estimated Cost: $31,257
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 36639
Location: 3595 MacGregor Lane
Type of Service: New Business
Description of Work: Remove 25 kVA overhead transformer, and install 50 kVA overhead transformer, fuses, cut outs, and 400amp metering.

Estimated Cost: $3,280
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38302
Location: 3050 Tasman Drive
Type of Service: Street Lights
Description of Work: Remove existing streetlight and +- 500' streetlight wire and install +- 500' streetlight wire.

Estimated Cost: $4,521
Appropriation: Street Light Capital Fund (534) Project 2871 - Miscellaneous Street Lighting Source of Revenue: Customer Service Charges
Estimate Number: 37840
Location: 909 Kiely Boulevard
Type of Service: New Business
Description of Work: Install 3-25 kVA overhead transformers, +- 30' low voltage underground wire, 1-crossarm, 3-cutouts and fuses, 4-underground connectors, 1-400A electric service meter.

Estimated Cost: $11,906
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 37456
Location: 1834 Worthington Circle
Type of Service: New Business
Description of Work: Install 1-225 kVA padmount transformer, 1-300 kVA padmount transformer, 18 underground high voltage splices, 12 transformer elbows, +- 1550' underground high voltage wire, 39-200A electric service meters.

Estimated Cost: $88,170
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate City of Santa Clara Printed on 10/28/2022Page 2 of 5
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22-0080 Agenda Date: 11/1/2022
Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 37908
Location: 3379 to 3425 El Camino Real
Type of Service: Capacity
Description of Work: Remove existing transformer and primary and secondary cables, terminations, and meters. Install approximately 50' of 1/0 aluminum underground cable, (6) splices, (6) 200Amp terminations, secondary connections, 300kva padmount transformer, (1) 600 Amp meter & devices, and (11) 200amp meters.

Estimated Cost: $40,475
Appropriation: Electric Utility Capital Fund (591) Project 2006 - Distribution Capital Maintenance and Betterments
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38052
Location: 2378 Lass Drive
Type of Service: New Business
Description of Work: Remove +- 60' low voltage underground wire and (1) 200Amp electric service meter. Install +- 60' low voltage underground wire and (1) 400Amp electric service meter.

Estimated Cost: $1,537
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38298
Location: 2590 Walsh Avenue
Type of Service: New Business
Description of Work: Install new vacuum disconnect switch, 1500 kVA 277/480 volt padmount transformer and metering devices for new 3000A 277/480 volt switchgear.

Install approximately 200' of 1100 aluminum 15 kV underground cable, approximately 250' of 1/0 aluminum 15 kV underground cable, (6) 600A elbows, (6) 200A elbows, (6) 1100 aluminum cable splices, and secondary connectors.

Estimated Cost: $98,087
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 37155
Location: 2760 Homestead Road
Type of Service: New Business
Description of Work: Build new riser pole 24C10 for new bridge tap riser and cutouts. Install approximately 120' of 1/0 aluminum 15kV underground cable, new 750 kVA 277/480V padmount transformer, terminations and metering devices.

Estimated Cost: $29,732
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22-0080 Agenda Date: 11/1/2022
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 37410
Location: 3401 De La Cruz Boulevard
Type of Service: New Business
Description of Work: Install a new wood pole and padmount transformer to provide electricity to a commercial building.

Estimated Cost: $64,196
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines sections (1) 15302 (c) (Class 2 - Replacement or Reconstruction) as the proposed work involves the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity, and (2) 15303(Class 3 - New Construction or Conversion of Small Structures) as the proposed work involves the construction of a limited number of small electric utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $384,137 are included in the Fiscal Year 2022/23 Capital Budget, as indicated by each project appropriation. Of that amount, $339,141 is in New Business Estimate Work, $40,475 is in Distribution Capital Maintenance and Betterments in the Electric Utility Capital Fund, and $4,521 is in Miscellaneous Street Lighting in the Street Lighting Capital Fund. All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION
Determine the proposed actions are exempt from CEQA and adopt a Resolution authorizing the use of City Electric Forces for work detailed in this report located at 2590 Walsh Avenue, Agnew Road and Bassett Street, 3595 MacGregor Lane, 3050 Tasman Drive, 909 Kiely Boulevard, 1834 Worthington Circle, 3379 - 3425 El Camino Real, 2378 Lass Drive, 2760 Homestead Road, and 3401 City of Santa Clara Printed on 10/28/2022Page 4 of 5
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22-0080 Agenda Date: 11/1/2022
De La Cruz Boulevard.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Resolution - Use of City Electric Forces
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Resolution/Use of City Electric Forces Page 1 of 2
Rev: 03-09-18
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

AUTHORIZING THE USE OF CITY ELECTRIC FORCES
PURSUANT TO CHARTER SECTION 1310

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

WHEREAS, the City of Santa Clara’s Charter section 1310 requires all contracts involving an expenditure of over $1,000 for the construction or improvement (excluding maintenance and repair) of a public works project to be let to the lowest responsible bidder; WHEREAS, Charter section 1310 permits the City to use its own employees if the City Council, by motion passed by at least four affirmative votes, determines that the public works may be done better or more economically by the City’s own employees, and, upon such determination, the City may proceed to have the public works project completed without further observance of Charter section 1310; and,
WHEREAS, the City’s Electric Department desires to perform certain public works, as set forth in the Report to Council, dated November 1, 2022, by its own employees.

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

1. The City Council of the City of Santa Clara does hereby declare and determine that the public works set forth in the 22-0080 Report to Council, attached hereto and incorporated by this reference, may be performed better or more economically by the City with its own employees. ///

///

Resolution/Use of City Electric Forces Page 2 of 2
Rev: 03-09-18

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: November 1, 2022, Report to Council #22-0080 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-170 Agenda Date: 11/1/2022

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to Negotiate and Execute an Amendment to the Agreement between the City of Santa Clara and Delta Star, Inc., to Upgrade Transformers at the Juliette Substation, and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
To meet increasing energy demands and the need for improved reliability, Silicon Valley Power (SVP) requires periodic upgrades to transformers at its substations. Delta Star, Inc. (Delta Star) is the Original Equipment Manufacturer (OEM) for HK Porter Transformers that are installed at various substations. Currently, there is a need to upgrade transformers at the Juliette Substation in order to meet the customer’s (Intel’s) projected increased demand for power.

DISCUSSION
This recommendation is consistent with Santa Clara Code 2.105.160(b)(2) where a single source procurement is allowable “when required to ensure operation of function to match other products with respect to the repair, expansion or completion of a system….” Although there are other transformer manufacturers, each transformer’s design and assembly are unique and will not interchange or be compatible with other manufacturer’s equipment and mounting hardware. As part of any operational system, it is necessary to limit the standard to be able to manage operations and repairs, especially during power outages.

The City Manager has previously authorized an agreement to initiate a study to identify the tasks and estimated costs to upgrade these transformers. At the conclusion of the study, specific scope had been identified including the replacement of the obsolete LTC required to accommodate the increased load request by Intel and a small amendment was executed to accommodate that work.

Staff is now seeking authorization to amend the agreement to implement the manufacturer’s recommendations.

Staff requests that the City Manager is authorized to negotiate and execute an Amendment to the Agreement for Services with Delta Star increasing the maximum compensation by $1,922,420 for a total maximum compensation of $2,000,000. The initial agreement included only a study to determine what equipment, materials, and tasks are required to complete the upgrade. The increase in costs is associated with the procurement and installation of equipment necessary to upgrade the transformers to support the customer’s increased power demand. Staff requests further authorization to negotiate and execute amendments with Delta Star for future transformer repairs, upgrades, or City of Santa Clara Printed on 10/28/2022Page 1 of 3
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22-170 Agenda Date: 11/1/2022
replacements as required in an amount not to exceed $4 million over a five-year period ending on September 30, 2027. This amount is based on the costs for the existing service in the event a similar service is required on these types of transformers at this or other substations. This will avoid an emergency declaration or delayed maintenance in the future.

ENVIRONMENTAL REVIEW
The actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301because this involves the repair, replacement, maintenance, or reconstruction of existing utility facilities involving negligible or no expansion of capacity.

FISCAL IMPACT
The cost of the upgrade at Juliette Substation will be funded by Intel pursuant to a Deposit Agreement. Of the $2,000,000 anticipated costs, $827,500 was budgeted and will be received in FY 2022/23 through a deposit agreement, leaving a remaining balance of $1,172,500 to fund this fiscal year.

The following budget amendment is required in FY 2022/23 to recognize additional developer contributions and increase the project appropriation to $2 million for the transformer upgrades at Juliette Substation.

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
Electric Utility Capital Fund (591)
Revenues
Other Revenue (Developer Contributions) $827,000 $1,172,500 $2,000,000 Expenditures
Juliette Substation Transformer Rerate and Installation Project*
$827,000 $1,172,500 $2,000,000
* Previously named “Juliet Substation Transformer Rerate and Installation” Budget for expenses and revenues in future fiscal years will be factored into the biennial budget process. Funds required in future years are subject to budget appropriations and will be incorporated into the budget development process for those years.

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

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

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22-170 Agenda Date: 11/1/2022

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute an Amendment to the Agreement for services between the City of Santa Clara and Delta Star, Inc. to increase maximum compensation by $1,922,420 for a total maximum compensation of $2,000,000;

2. Authorize the City Manager to negotiate and execute amendments with Delta Star, Inc. for transformer equipment and services at various substations, increase total maximum compensation by up to an additional $2,000,000 for a revised maximum compensation up to $4,000,000 over a five-year period ending on June 30, 2027 and subject to the appropriation of funds; and

3. Approve the FY 2022/23 budget amendment in the Electric Utility Capital Fund to increase the estimate for Other Revenue in the amount of $1,172,500 and the Juliette Substation Transformer Rerate and Installation Project in the same amount (five affirmative Council votes required to appropriate additional revenue).

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-882 Agenda Date: 11/1/2022

REPORT TO COUNCIL

SUBJECT
Action authorizing the City Manager to Negotiate and Execute an Amendment to the City’s Loan Agreement with Monroe Street Housing Partners, L.P by an Increased Amount Not to Exceed $3.0 Million to Upgrade Approximately 1,860 Lineal Feet of Water Main to Support the Construction of a Residential Affordable Housing Project at 2330 Monroe Street and Related Budget Amendment

COUNCIL PILLAR
Promote and Enhance Economic and Housing Development

BACKGROUND
The City issued a Request for Proposals (RFP) in 2018 for the development of an affordable housing project on the City-owned property located at the southeast corner of Monroe Street and San Tomas Expressway (2330 Monroe Street). Monroe Street Housing Partners L.P (Freebird) was selected as the Developer for the site through an RFP process and the Council approved an Exclusive Negotiation Agreement (ENA) with Freebird in December 2018 to allow the project to proceed. On January 28, 2020, Council approved land use entitlements and a Disposition and Development Agreement for the project. On September 2, 2020, the City amended its Development Agreement with Freebird to increase the City loan by $1,500,000.

Under the Development Agreement, the developer will construct a 65-unit affordable housing project located at 2330 Monroe Street. The project includes 16 units at 25% Area Median Income (AMI) for Santa Clara’s growing population of adults with developmental and/or intellectual disabilities, 48 units ranging from 50-80% AMI, and 1 manager’s unit.

In February 2020, the City began using a hydraulic modeling service provided by HydroScience to evaluate the impacts of new development on the City’s water distribution system. The hydraulic modeling evaluates the system water pressures and provides a report for any needed improvements to meet the development’s water and fire demand needs while maintaining the system’s minimum operating pressures.

On March 16, 2022, during the permit review process, based on the water and fire services requested for this development, the City determined that evaluation is needed to ensure that the integrity of the system is maintained and that adequate flows of water and pressure are provided during a fire event. The City then requested a Development Impact Analysis (DIA) to be performed using the hydraulic model.

On April 12, 2022, Freebird closed their construction financing and began construction.

On May 23, 2022, City staff returned results from the DIA on residential and development fire flow for City of Santa Clara Printed on 10/28/2022Page 1 of 4
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22-882 Agenda Date: 11/1/2022
the 2330 Monroe Street development. The model determined that the City’s existing water main would not support the fire suppression demand for the project if a fire were to occur during peak water usage times. Based on the model results, the consultant recommended that a water main upsize would be required for health and safety purposes and would need to be completed before the new housing could be occupied in Fall 2023. The water main upsize would not be needed without the development.

DISCUSSION
Staff is recommending that the City increase its contribution to this 100% affordable housing project to cover unanticipated additional infrastructure costs so that the project may proceed. Additional funding from the City’s affordable housing funds will be used to pay for the construction of necessary infrastructure upgrades as described in the following discussion.

Scope of Work:

City staff have determined that the most cost-efficient scope of work requires replacing the existing 8- inch water main with a new 12-inch water main extending approximately 1,860 linear feet on Monroe Street from San Tomas Expressway to Scott Boulevard. See Attachment 1 for a map of the proposed project.

The scope of work includes trenching, hauling of materials, traffic control, filling the abandoned water main for long term stability, connecting existing properties to the new main, grading, paving, and striping. The water main improvement project will be required to use prevailing wage as the City is funding the improvement.

Freebird requested a preliminary cost estimate from CORE (general contractor) and Sanco Pipelines Inc. (subcontractor). On July 19, 2022, Sanco provided a cost estimate for $2,946,022. City staff from the Departments of Water and Sewer and Public Works
reviewed the estimate and suggested several ways to lower the cost including competitive bidding after the design is completed, removing the replacement of existing water services from the scope as those will simply be reconnected, and limiting the proposed water main alignment as close to the existing main as possible.

Funding Challenges:

Since this requirement was created after Freebird received its building permit and after it closed on tax credit and bond financing, Freebird does not have a source to pay for the water main upgrade required for the project. It should be noted that Freebird proceeded with closing on the financing for the project prior to its full understanding of the water main requirements that would be necessary to serve the project. Staff has worked extensively with Freebird to explore potential funding sources and concluded that the proposed City funding is necessary in order to continue the project. In the interim, Freebird is progressing with the project at their own risk in order to maintain their current contracts and meet financing deadlines.

Timing:

The housing project is expected to complete construction by October 2023. To ensure the building can be occupied once completed, the water main project would need to begin very soon due to the size of the scope of work and supply chain limitations. The water main project needs to move forward now so that the final occupancy can be achieved in the fall of 2023.

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22-882 Agenda Date: 11/1/2022
Term Sheet:

The City can increase its existing housing loan to fund this improvement. City staff have negotiated a term sheet with Freebird to amend the City’s loan. The City’s additional funds will not be disbursed until the borrower has utilized all other available sources of construction financing first. See Attachment 2 for the full-term sheet.

Next Steps
Freebird has signed a term sheet for the increase to the City loan for the water main upgrade.

Freebird is currently preparing engineering drawings for the water main upgrade project. If the City Council approves the staff recommendation, staff will work with Freebird to execute an amendment to the existing city loan. Once the amendment to the loan agreement is executed and encroachment permits are issued, Freebird will begin work on the water main upgrade project.

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

On January 28, 2020, the City Council approved a Mitigated Negative Declaration (MND) and the Mitigation Monitoring and Reporting Program (MMRP) for the proposed affordable housing project.

While the upsized water main was not described in the MND, water main upsizing improvements are exempt from CEQA review pursuant to the CEQA Guidelines section 15303 (d) New Construction or Conversion of Small Structures.

FISCAL IMPACT
The City’s loan amendment would enable Freebird to construct the required water main which would allow the affordable housing development at 2330 Monroe Street to be occupied in fall 2023.

If approved, the City’s loan amendment of up to $3.0 million would be drawn from the City’s Affordable Housing Fund. The City’s Affordable Housing Fund has an unrestricted fund balance of approximately $3.3 million that can be utilized to fund this loan.

The approved loan amendment is reflected in the Budget Amendment below. It is anticipated that the loan amendment will be drawn in FY 2022/2023 and an appropriate carryover will be included in the upcoming Biennial Budget. As further defined in the attached Term Sheet, the City Loan [including unpaid accrued interest] shall be repaid by the Maturity Date, and by the payment of any project cost savings.

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22-882 Agenda Date: 11/1/2022
Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
City Affordable Housing Fund
Expenditures
Monroe Water Main Upgrade $0 $3,000,000 $3,000,000
Unrestricted Ending Fund
Balance
$3,303,060 ($3,000,000) $303,060

COORDINATION
This report was coordinated with the City Manager’s Office, City Attorney’s Office, Finance Department, and Water & Sewer Utilities Department.

RECOMMENDATION

1. Adopt a resolution, Attachment 3, authorizing the City Manager to negotiate and execute an amendment to the City’s loan agreement with Monroe Street Housing Partners, L.P by an increased amount not to exceed $3.0 million to support the construction of a Residential Affordable Housing Project at 2330 Monroe Street; to make modifications to the Loan Agreement and attachments consistent with the Term Sheet and as reviewed by the City Attorney for form and consistency; to execute all documents necessary to implement the Loan Agreement and close escrow; and

2. Approve the FY 2022/23 budget amendment in the City Affordable Housing Fund to appropriate $3.0 million to the Monroe Water Main Upgrade and reduce the unrestricted ending fund balance ( five affirmative Council votes required for the use of unused balances ).

Reviewed by: Reena Brilliot, Assistant Director of Community Development Reviewed by: Gary Welling, Director of Water & Sewer Utilities Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Map of Water Main Upgrade Project

2. DRAFT Term Sheet for the Amended City Loan

3. Resolution for Amendment #1 to Monroe Loan Agreement City of Santa Clara Printed on 10/28/2022Page 4 of 4
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(N) Water Main Alignment

2330 Monroe
Legend
2330 Monroe (N) Water Main
1000 ft
N ➤ ➤
N
San Tomas Expwy
Monroe Ave
Scott Blvd
Los Padres Blvd
Deborah Dr

MONROE STREET APARTMENTS

TERM SHEET FOR THE INCREASE TO THE CITY LOAN AMOUNT FOR THE WATER MAIN

UPGRADE

Date: ______________,
2022

REQUEST: The owner, Monroe Street Housing Partners, L.P., a California limited partnership , has requested that the City of Santa Clara (“City”) increase its existing loan amount by up to $3,000,000 (the “Additional Funds”), from $6,500,000 to an amount not to exceed $9,500,000 (“Transaction”) for the Monroe Street Apartments project located at 2330 Monroe Street Santa Clara identified as Assessor’s Parcel Number 224-37-068 (“Project”). The loan increase shall be used towards the cost to upgrade the water main serving the Project (“Water Main Upgrade”). Approval of the Transaction is subject to City Council approval.

PROJECT DESCRIPTION & FINANCING OVERVIEW

1. PROJECT DESCRIPTION: At completion, the Project will rent 16 units to 30% AMI households, 32 units to 50% AMI households, 8 units to 60% AMI households, 8 units to 80% AMI households and one (1) unrestricted manager’s unit. The 64 units are restricted by the City’s existing 55-year Affordable Housing Covenants and Restriction recorded against the Project.

2. BORROWER: The owner/borrower of the Project is Monroe Street Housing Partners, L.P., a California limited partnership (“Borrower”). The managing general partner of the Borrower is AHA Norcal MGP, LLC and the administrative general partner is Freebird Monroe LLC, an affiliate of the Sponsor. The current limited partner and tax credit investor is an affiliate formed by Raymond James Financial.

3. EXISTING CITY LOAN : On April 1, 2022, the City made a $6,500,000 construction and permanent loan to the Borrower to construct and develop the Project (“City Loan”). The City Loan is evidenced by a promissory note dated April 1, 2022 secured by a leasehold deed of trust, a loan agreement, and other documents related to the City Loan (“City Loan Documents”) . The promissory note bears no interest during con struction and 3% simple interest commencing at Completion for a term of 55 years from Conversion (“Maturity Date”). The City will receive Net Cash Flow payments commencing on the Conversion Date.

4. SELLER LOAN. On April 1, 2022, the City made a $5,200,000 loan to the Borrower as evidenced by a promissory note, secured by a deed of trust and a loan agreement (“Seller Loan”), the proceeds of which were used to prepay in advance the City’s lease payments pursuant to a 65 -year ground lease between the City as the landlord and the Borrower as the lessee . The Seller Loan bears no interest during construction and 0.5% simple interest commencing at Completion for a term of 55 years from Conversion . The City will receive Net Cash Flow payments commencing on the Conversion Date.

5. SPONSOR: Freebird Development Company, LLC, a California limited liability company.

6. BOND FINANCING AND CONSTRUCTION AND PERMANENT FINANCING: The City Loan and the Seller Loan form a part of the financial structure used to acquire and develop the

Project. The construction and permanent financing for the development of the Project includes the syndication of the Property utilizing tax -exempt bond permanent financing, 4% Low Income Housing Tax Credits (“LIHTC”) tax credit equity, a loan from the County of Santa Clara and a loan from California Housing Finance Agency Mixed-Income Program (“CalHFA MIP”).

7. AMENDED AND RESTATED CITY LOAN: The revised City Loan terms are set forth in Exhibit A “Amendments to the Terms and Conditions of the Existing City Loan,” attached hereto. The City Loan Documents shall be amended and restated as set forth in Exhibit A.

8. DOCUMENTATION.
a. This Term Sheet is not intended to set all of the terms, conditions and documents required by the City for the Transaction, which shall include customary provisions and documents to be approved by City (including, but not limited to, all such documents mentioned in this Term Sheet and all City documents evidencing, securing o r related to City documents related to this Project, shall in all respects be satisfactory to City.

b. Borrower shall promptly deliver to City any further documentation which may be required by City.

c. Expiration: The subject Term Sheet expires ___ days from the date written above. Please return a fully executed copy to the City by _________ 2022.

ACCEPTED BY:

Monroe Street Housing Partners, L.P., a California
limited partnership

By: AHA Norcal MGP LLC,
a California limited liability company
its managing general partner

By: Affordable Housing Access, Inc.,
a California nonprofit public benefit
corporation
its manager

By: ______________________

Name ______________________

Title: ______________________

By: Freebird Monroe LLC,
a California limited liability company
its administrative general partner

By: Freebird Development Company LLC
a California limited liability company
its sole member manager

By: ________________________

Name: ________________________

Title: ________________________

[Signatures Continue on Following Page]

ACKNOWLEDGED BY:

The City of Santa Clara, a California municipal corporation

By: ______________________________

Name: ______________________________

Title: __________

Date: ______________________________

EXHIBIT A

AMENDED TERMS AND CONDITIONS TO THE EXISTING CITY LOAN

1. LOAN AMOUNT: Up to $9,500,000 (“Amended City Loan”).

2. SOURCE: The Loan increase is funded by the City Affordable Housing Fund is not an obligation of City’s General Fund.

3. LOAN MATURITY DATE: No change.

4. INTEREST RATE: No change.

5. PROPERTY OWNERSHIP: No change.

6. ASSIGNMENTS OF CONTRACTS AND AGREEMENTS: The Borrower will also enter into an Assignment of the Plans and Specifications and Civil Engineer Agreement and Assignment of the Construction Contract. The Assignment of the Construction Contract, Assignment of the Civil Engineer Agreement and Assignment of the Plans and Specifications, once acceptable to the City, will be subordinated to the senior construction and permanent loans.

7. RESIDUAL RECEIPT SHARE: City’s proportionate share of residual receipts shall be adjusted based on the Amended City Loan amount.

8. PROJECT PRO FORMA: Prior to the close of the Transaction, Borrower shall submit to City, and City will approve, an updated pro forma budget reflecting Borrower's projections of the construction/permanent budget, sources and uses of funds and income and operating expense cash flow for the Project.

9. ORGANIZATIONAL AGREEMENTS: Borrower shall submit to City borrowing resolutions and such related documentation as City may request.

10. CONSTRUCTION COMPLETION: No change.

11. PLANS AND SPECIFICATIONS: Final plans and specifications for the Water Main Upgrade shall be subject to City's approval prior to close of the Transaction. Any changes to the plans and specifications that are approved shall be governed by the City Loan Documents.

12. CIVIL ENGINEER’S AGREEMENT: The civil engineer’s agreement for the preparation of the plans and specifications and other services shall be subject to City's approval. There shall be no material changes in the plans and specifications, nor any material dev iation in construction of the Water Main Upgrade without City’s prior written consent. City may require an assignment of Borrower's interest in and to the agreement as security for the Loan.

13. PREVAILING WAGE REQUIREMENTS. No change.

14. CONSTRUCTION CONTINGENCY: Borrower’s hard cost construction contingency related to the Water Main Upgrade shall not be less than 7%, excluding the contractor’s overhead, profit and general conditions and including insurance. The construction contingency related to the Water

Main Upgrade shall only be used for the Water Main Upgrade and shall accounted for separate from any other contingency with respect to the Project.

15. CONSTRUCTION CONSULTANT: The City will engage a construction inspector (“Construction Inspector”) for the purposes of reviewing construction documents, monitoring construction draws, reporting on construction progress and inspecting Water Main Upgrade . Prior to closing on the Transaction, City will provide Borrower with the C onstruction Inspector budget. The cost of the Construction Inspector shall be invoiced to and paid by the Project. The City shall approve all construction draws.

16. CONSTRUCTION CONTRACT : The construction contract ("Contract") and the general contractor ("Contractor"), to be retained by Borrower to construct the Water Main Upgrade, shall all be subject to City's approval. City shall require an assignment of Borrower's interest in and to the Contract as security for the City Loan subject to any subordinations of that assignment approved by City. Change Orders will require City approval as provided for in the City Loan Documents.

Borrower shall obtain at least 3 bids for the Contract and provide copies thereof to the City.

17. FORM OF CONSTRUCTION CONTRACT: The contract type used should be Cost Plus a Fee with a Guaranteed Maximum Price. Contract must be in the most recent form provided by the American Institute of Architects (“AIA”), as may be modified by the Borrower but subject to approval by the City. The savings clause in the contract must indicate that 100% of the construction cost savings associated with the Water Main Upgrade will be returned to the Borrower.

Construction cost savings calculation shall be received and reviewed by the City prior to the permanent loan closing. If the contractor for the Water Main Upgrade is the same contractor for the Project, then the Contract may be in the form of a change order to the existing contract for the Project, subject to the same conditions and approvals herein and the City Loan Documents.

18. CONSTRUCTION COMPLETION BOND: Performance and payment bonds for the construction contract naming the City as co-obligee shall be required for the contractor, acceptable to the City.

Any surety for purposes of bonding, including, but not limited to, performance or completion bonds, must be a corporation duly authorized and admitted to transact business and issue surety bonds in the State of California. If the contractor for the Water Main Upgrade is the same contractor for the Project, and if the Contract is in the form of a change order to the existing contract for the Project, then City acknowledges that the form of the existing payment and performance bond that was already approved for the Project satisfies this condition, provided that the amount thereof shall be adjusted to reflect the Contract.

19. PROJECT COST SAVINGS: 100% of the cost savings attributable to the Water Main Upgrade, if any, shall be paid to the City on the same schedule as the Project Cost Savings under the City Loan Documents.

20. DISBURSEMENT: The Additional Funds shall be disbursed after Borrower has utilized all other sources of construction financing shown in the updat ed project pro forma (including, without limitation, any equity and funds from Senior Loans) , and shall be available on a monthly draw down basis pursuant to commercially standard construction loan terms. City’s written approval is required for all existing construction disbursements including disbursements incurred towards the Water Main Upgrade. City shall require Borrower to provide documentation supporting the request for each disbursement. City reserves the right to conduct inspections of the Water Main Upgrade prior to approving disbursements. The Additional Funds shall be used only for the Water Main Upgrade, and shall not be used to otherwise finance the Project.

21. TITLE INSURANCE: Borrower shall procure and deliver to the City an endorsement to its ALTA Extended Policy of Title Insurance (or reissuance thereof if such endorsement is not available) , together with such other endorsements as City may require, in an amount equal to the amended principal amount of the City Loan, insuring that City Loan’s Deed of Trust constitutes a junior lien or charge upon the Project subject only to such items as shall have been approved by City. There shall be no exceptions permitted for mechanics’ liens. Such policy shall be issued by Old Republic Title Company, or another title insurer approved by the City.

22. CITY EXPENSES: Borrower shall make prompt payment of all expenses of City and other parties’ incidentals to the Transaction including, without limitation, expenses incurred for third -party expenses, archite ctural and engineering review, appraisal or appraisal review, toxic review, inspections, and legal services. Borrower shall also pay closing expenses including, without limitation, escrow fees, title insurance, liability and other insurance and architect's and engineer's fees, as well as charges for such items as surveys, recordation, filing and documentary or stamp taxes. If this Transaction does not close, Borrower shall pay City's reasonable expenses incurred .

The City shall provide a summary of such costs and expenses prior to closing on the Transaction.

23. INDEMNIFICATION: The Borrower shall indemnify, hold harmless the City from and against any and all loss, costs, damage, actions and liabilities directly or indirectly resulting from this Transaction, including negative impacts that may arise from prevailing wage, tax credits and bond financing.

24. COMPLIANCE/NO DEFAULT: Prior to closing, the Borrower must be in compliance with the ongoing construction of the Project with the City, the senior lender, the County, CalHFA and the tax investor (collectively, “Stakeholders”) and that the Borrower is not in default under any of the Stakeholders’ documents.

25. OTHER REQUIREMENTS: Borrower shall procure and deliver to City evidence satisfactory to City that Borrower has obtained all the necessary consents and approvals from the Stakeholders.

City shall have the right to impose any additional requirements that are commercially re asonable or required by applicable law of City policy.

26. All other terms and conditions under the existing City Loan Documents shall remain unchanged.

Resolution/Monroe L.C. Amendment #1 to Loan Agreement Page 1 of 3 Rev: 10/24/22
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING AN AMENDMENT TO THE LOAN AGREEMENT

BETWEEN THE CITY OF SANTA CLARA AND MONROE STREET
HOUSING PARTNERS, L.P. FOR THE MONROE APARTMENTS
PROJECT LOCATED AT 2330 MONROE STREET, SANTA CLARA

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

WHEREAS, the Applicant applied for Architectural Review of a 65-unit affordable residential project for low or very-low income residences (“Project”); WHEREAS, on January 28, 2020, the City Council approved a General Plan Amendment, Rezoning, and Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) for the proposed project at 2330 Monroe Street (“Project Site”); WHEREAS, on February 5, 2020, the Architectural Committee approved the project’s application;
WHEREAS, on April 1, 2022, the parties entered into a Loan Agreement in the amount of $6.5 million to provide financial assistance for the development of the project; WHEREAS, the Loan Agreement contemplates that implementation of the Project will require a myriad of permits, approvals, entitlements, agreements, permits to enter, utility services, subdivision maps, building permits, and other authorizations in order to implement the Project, including but not limited to an amendment to the Loan Agreement, Deed of Trust, Promissory Note, Affordable Housing Agreement and Regulatory Agreement (together, the “Project Documents”);
WHEREAS, City staff have determined that the City’s existing infrastructure would not support the fire suppression demand if a fire were to occur during peak water usage times once the affordable housing development is placed in service, and that a water main upsize for health and safety purposes is required;
WHEREAS, the parties desire to amend the original loan agreement to increase the loan Resolution/Monroe L.C. Amendment #1 to Loan Agreement Page 2 of 3 Rev: 10/24/22
amount by up to $3.0 million to support funding the upgrade of approximately 1,860 lineal feet of water main to support the construction of a residential affordable housing project at 2330 Monroe Street;
WHEREAS, the Project Documents, including the amendment to the Loan Agreement, will help address the City’s housing needs at a broad range of income levels by providing the City with 65 housing units, of which 100% will be affordable to households with Area Median Income (AMI) levels ranging from 25% to 80% AMI; and,
WHEREAS, on November 1, 2022, the City Council conducted a duly noticed public hearing, at which time all interested persons were invited to provide testimony and evidence, both in support of and in opposition to the proposed amendment to the Loan Agreement.

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

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

2. That the City Council hereby approves and authorizes the City Manager to execute the amendment to the Loan Agreement, substantially in the form attached hereto as Exhibit “Term Sheet for Amendment #1 to Loan Agreement,” subject to such minor and clarifying changes consistent with the terms thereof as may be approved by the City Attorney prior to execution thereof.

3. That this Resolution, including Amendment #1 to the Loan Agreement approval described in Section 2 above, is based on the findings set forth above.

4. That the City Manager and/or designee is hereby authorized and directed to perform all acts to be performed by the City in the administration of Amendment #1 to the Loan Agreement pursuant to the terms of the negotiated Term-sheet. The City Manager is further authorized and directed to perform all other acts, negotiate and execute all documents (including deeds of trust, promissory notes, and affordable housing agreement) necessary or convenient to close escrow Resolution/Monroe L.C. Amendment #1 to Loan Agreement Page 3 of 3 Rev: 10/24/22
and carry out the purposes of this Resolution and the Amendment to the Loan Agreement.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. Term Sheet for Amendment #1 to Loan Agreement

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1251 Agenda Date: 11/1/2022

REPORT TO COUNCIL

SUBJECT
Action on Removal of Commissioner Jennifer Garcia-Vega from the Cultural Commission and Declare a Vacancy

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The Cultural Commission is a seven-member body, appointed by the City Council, that is primarily responsible that acts in an advisory capacity to the City Council in matters pertaining to the enhancement of multi-cultural experiences and beautification of the City through art. The Commission makes recommendations to the City Council on programs/activities to encourage educational, cultural, sports, technical and governmental exchanges to help acquaint citizens of Santa Clara with cultural diversity here and abroad.

The Commission organizes cultural events, concerts, activities and displays that builds community and celebrates the City’s native, historic cultures, and present-day diversity. The Commission may make recommendations to the City Council on the purchase and placement of public art that represents the City’s rich history and culture.

Regular attendance at commission meetings is important for the effectiveness of the Commission.

Section 1004 of the City Charter states that:
“If a member of a board or commission absents himself/herself from three regular meetings of such board or commission, consecutively, unless with permission of such board or commission expressed in its official minutes, or is convicted of a crime involving moral turpitude, or ceases to be a qualified elector of the City, his/her office shall be vacant and shall be so declared by the City Council.”
The City Charter sets the standard of three consecutive absences, if unexcused by the Commission, as cause for removal of an appointee of the Cultural Commission by the City Council.

DISCUSSION
Commissioner Jennifer Garcia-Vega was appointed on May 24, 2021 to the Cultural Commission to serve a four-year term ending June 30, 2025.

Commissioner Garcia-Vega has missed more than the three consecutive Commission meetings on the dates identified below:

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· April 4, 2022
· May 2, 2022
· June 6, 2022
· July - No meeting
· August 1, 2022
· September - No meeting
· October 3, 2022
Staff and several Commissioners have reached out to Ms. Garcia- Vega via phone and emails, but Ms. Garcia-Vega has been unresponsive. The City staff/secretary assigned to Cultural Commission has reviewed the minutes of each meeting to confirm the unexcused absences and has submitted a request to the Assistant City Clerk to remove the Commissioner and declare a vacancy. (Attachment 1)
In recognition of this, the Assistant City Clerk recommends that the City Council exercise its authority listed in City Charter Section 1004 and remove Commissioner Garcia-Vega from the Cultural Commission due to three consecutive absences deemed as unexcused by the Commission. If Council chooses to remove Commissioner Garcia-Vega from the Commission and declare her seat vacant, the Assistant City Clerk will include that seat in the annual Boards and Commissions recruitment process that will be initiated by the Assistant City Clerk in Mid-February early March 2023.

FISCAL IMPACT
There is no impact to the City other than administrative staff time.

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

RECOMMENDATION
Action on Removal of Commissioner Jennifer Garcia-Vega from the Cultural Commission and Declare a Vacancy.

Reviewed by: Nora Pimentel, City Clerk
Approved by: Rajeev Batra, City Manager
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22-1251 Agenda Date: 11/1/2022

ATTACHMENTS

1. Memorandum to the Assistant City Clerk
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Parks & Recreation
Memorandum
Date: October 20, 2022
To: Nora Pimentel, Assistant City Clerk
From: Kimberly Castro, Recreation Manager
Subject: Request to Remove Jennifer Garcia-Vega as a Member of the Cultural Commission and Declare a Vacancy

The City Charter section 1004 sets the standard of three consecutive absences, if unexcused by the Board, as cause for removal of an appointee to the Cultural Commission by the City Council.

Commissioner Jennifer Garcia-Vega was appointed on May 24, 2021, to the Cultural Commission to serve a four-year term ending June 30, 2025.

As the secretary to the Cultural Commission, I have documented that Jennifer Garcia -Vega was absent April 4, 2022, May 2, 2022, June 6, 2022, July (no meeting), August 1, 2022, September (no meeting), October 3, 2022. Staff and several Commissions have reached out to Ms. Garcia- Vega via phone and emails, but Ms. Garcia-Vega has been unresponsive. These absences were unexcused and therefore, in violation of the Charter. On behalf of the Cultural Commission, I request that the Assistant City Clerk submit a request to the City Council to remove the Commissioner and declare a vacancy.

City of
Santa Clara
The Center of What's Possible
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1309 Agenda Date: 11/1/2022

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to execute the 2023-2025 Memorandum of Understanding Between the City of Santa Clara and the Unclassified Fire Management Employees (“Unit9B”)that incorporates the terms of the Tentative Agreement and Related Budget Amendment

COUNCIL PILLAR
Enhance Community Engagement and Transparency.

BACKGROUND
The Memorandum of Understanding (hereafter, “MOU”)between the City of Santa Clara and the Unclassified Fire Management Employees (hereafter, “Unit 9B”) is scheduled to expire on December 31, 2022.

Given the ongoing challenges related to the COVID-19 pandemic and its impacts on the City’songoing budget deficit, the City and Unit 9B reached an agreement in 2020 for a 2020-2022 MOU that included a salary freeze during the term of the MOU consistent with agreements reached with other bargaining units. On or about October 7, 2022, the City and Unit 9B reached an agreement on a successor MOU with a term of January 1, 2023, and through December 31, 2025, that includes salary range increases after two (2) years of salary freezes, which is also consistent with agreements reached with other bargaining units. Unit 9B notified the City that membership had ratified the Tentative Agreement on or about October 7, 2022.

DISCUSSION
The recommended action authorizes the City Manager to execute a successor MOU with a term of January 1, 2023, through December 31, 2025, that incorporates the terms of the Tentative Agreement reached between both parties. The following is a summary of the notable provisions of the Tentative Agreement; a complete copy of the Tentative Agreement is attached.

Term:

January 1, 2023 - December 31, 2025 (3 years)
Wages:

Effective December 25, 2022 (the first pay period of calendar year 2023), all salary ranges for employees holding positions in classifications assigned to Unit 9B will be increased by approximately 4.0%.

Effective the first pay period of calendar year 2024, all salary ranges for employees holding positions in classifications assigned to Unit 9B will be increased by approximately 4.0%.

Effective the first pay period of calendar year 2025, all salary ranges for employees holding positions in classifications assigned to Unit 9B will be increased by approximately 2.5%.

One-Time Non-Pensionable Discretionary Cash Payment:

In recognition of, and to help secure the employees' speedy ratification of this MOU, the City has exercised its discretion to provide a one-time discretionary cash payment of $5,000 for regular employees (pro-rated for part-time employees) in the bargaining unit following Council approval of this MOU. The Parties intend and City of Santa Clara Printed on 10/28/2022Page 1 of 4
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22-1309 Agenda Date: 11/1/2022
part-time employees) in the bargaining unit following Council approval of this MOU. The Parties intend and understand that this lump sum payment is non-pensionable and will not be reported to CalPERS. An employee must be employed in a classification assigned to Unit 9B at the time the one-time discretionary cash payment is made to receive the payment.

Deferred Compensation:

Effective December 25, 2022 (the first pay period of calendar year 2023), the City will contribute $230/month per employee to the employee’s deferred compensation account.

Healthcare:

Effective January 1, 2023, the City will pay 100% of the premium of the lowest priced Kaiser (Region 1) plan for employees in Unit 9B enrolled at the Employee Only and Employee Plus One levels, and 90% of the premium of the lowest priced Kaiser (Region 1) plan for employees in Unit 9B enrolled in the Employee Plus Two or More level. Employees who select a plan whose premium exceeds the City contribution described above will be responsible for the difference. Employees will not receive any portion of the City’scontribution as cash or any other taxable benefit.

Current employees hired into a full-time position with the City on or before December 31, 2022, who choose not to enroll in a City health plan and meets the requirements set forth in the MOU shall continue to receive a cash-in-lieu amount equal to $859.20/month, while employees hired or rehired on or after January 1, 2023, shall receive a cash-in-lieu amount of $250/month.

Educational Incentive:

Effective December 25, 2022 (the first pay period of calendar year 2023), employees shall be eligible to receive 5% of base pay for Step 5 Firefighter II for a Bachelor’sdegree and 400 hours of State Fire Training Classes where an employee is in a classification where a Bachelor’sdegree is not a minimum requirement, or for a Master’sdegree and 400 hours of State Fire Training Classes where an employee is in a classification where a Bachelor’s degree is a minimum requirement.

Battalion Chief Open Shifts:

Increase hourly rate by 5% to $84/hour and update/clarify language, including but not limited to addressing process for long term absences.

Psychological Counseling:

Update language to reflect that employees in Unit 9B receive the same psychological counseling program as the Santa Clara Firefighters, International Association of Firefighters, Local 1171 (Unit 1).

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

FISCAL IMPACT
The costs of this MOU are within budget authority approved by the City Council through the negotiation process. The City regularly budgets the total compensation cost for its current employees and integrates known and projected cost increases from MOUs in the City’sbudget. The costs associated with this MOU will be factored into the FY 2023/24 and FY 2024/25 Biennial Operating Budget as well as the ten-year forecast. In addition, a budget amendment is recommended in this memorandum to increase the Fire Department budget by $143,000, offset by a decrease to the Land Sale Reserve, to address the FY 2022/23 budget impacts.

Potential savings from the close out of the FY 2021/22 Budget is anticipated to offset the use of the Land Sale Reserve to fund this MOU.

The chart below reflects the estimated changes in costs in the General Fund as well as all funds over the term City of Santa Clara Printed on 10/28/2022Page 2 of 4
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22-1309 Agenda Date: 11/1/2022
The chart below reflects the estimated changes in costs in the General Fund as well as all funds over the term of the MOU.

Estimated Costs
Item Description Estimated General
Fund Cost
Estimated All Funds
Cost
Wages (2023) 4.0% $149K $149K
Wages (2024) 4.0% $155K $155K
Wages (2025) 2.5% $101K $101K
One-Time Non-Pensionable
Discretionary Cash
Payment (2022)
$5K per employee $55K $55K
Educational Incentive
(January 2023)
5% of Step V of
Firefighter II
$89K $89K
Deferred Compensation
(January 2023)
$230/month per
employee
$30K $30K
The costs associated with the changes to healthcare cannot be determined at this time as the City cannot predict enrollment behavior, especially with the change to the City paying 90% of the lowest priced Kaiser (Region 1) premium for employees who enroll in Employee Plus Two or Morel level and the change to the health in-lieu amount.

Below is the recommended budget amendment for FY 2022/23.

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
General Fund (001)
Expenditures
Fire Department 65,111,981 $143,000 65,254,981
Land Sale Reserve 7,877,072 ($143,000) 7,734,072

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

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

RECOMMENDATION

1. Authorize the City Manager to execute the 2023-2025 Memorandum of Understanding Between the City of Santa Clara and the Unclassified Fire Management Employees (“Unit 9B”) that incorporates the terms of City of Santa Clara Printed on 10/28/2022Page 3 of 4
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22-1309 Agenda Date: 11/1/2022
Santa Clara and the Unclassified Fire Management Employees (“Unit 9B”) that incorporates the terms of the Tentative Agreement.

2. Approve the related FY 2022/23 budget amendment in the General Fund to increase the Fire Department budget by $143,000 and decrease the Land Sale Reserve by $143,000 (five affirmative votes required for the use of unused fund balances).

Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Tentative Agreement Between the City and Unit 9B dated October 5, 2022 City of Santa Clara Printed on 10/28/2022Page 4 of 4
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CITY OF SANTA CLARA- UNCLASSIFIED FIRE MANAGEMENT (UNIT 98) 2022 Negotiations
TENTATIVE AGREEMENT**
TERM
■ January 1, 2023 - December 31, 2025 (3 years)
WAGES
■ 2023: 4.0% general wage increase effective calendar year 2023. Effective December 25, 2022 (the first pay period of calendar year 2023), all salary ranges for employees holding positions in classifications assigned to Unit 9B shall be increased by approximately 4.0%. ■ 2024: 4.0% general wage increase effective calendar year 2024. Effective the first pay period of calendar year 2024, all salary ranges for employees holding positions in classifications assigned to Unit 9B shall be increased by approximately 4.0%. ■ 2025: 2.5% general wage increase effective calendar year 2025. Effective the first pay period of calendar year 2025, all salary ranges for employees holding positions in classifications assigned to Unit 9B shall be increased by approximately 2.5%. ■ Language to follow.

LUMP SUM
■ $5,000 lump sum payment after ratification by Unit 9B membership and approval by City Council. (Language to follow)

DEFERRED COMPENSATION
■ Effective the first pay period of calendar year 2023, the City will contribute $230/month per employee to the employee's deferred compensation account. (Language to follow)

HEALTHCARE
■ Effective January 1, 2023, the City will pay 100% of the Kaiser (Region 1) premium for employees enrolled in the Employee Only and Employee Plus One levels, and 90% of the Kaiser (Region 1) premium for employees enrolled in the Employee Plus Two or More level.

Employees hired on or after January 1, 2023, shall be eligible for cash-in-lieu of $250/month. (Language to follow)

EDUCATIONAL INCENTIVE
■ Effective December 25, 2022 (the first pay period of calendar year 2023), employees shall be eligible to receive 5% of base pay for Step 5 Firefighter II for a Bachelor's degree and 400 hours of State Fire Training Classes where an employee is in a classification where a Bachelor's degree is not a minimum requirement, or for a Master's degree and 400 hours of State Fire Training Classes where an employee is in a classification where a Bachelor's degree is a minimum requirement. (Language to follow)
City of Santa Clara
October 5, 2022

Page 1 of 2 ends

10/11/22
10/11/22
10/11/22
CITY
OF
SANTA
CLARA-

UNCLASSIFIED
FIRE

MANAGEMENT
(UNIT
9B)
2022
Negotiations

TENTATIVE
AGREEMENT**

BATTALION
CHIEF
OPEN
SHIFTS
■
Increase
hourly
rate
by
5%
to
$84/hour.

Update/clarify
language,
including
but
not
limited
to
addressing
process
for
long
term
absences
. (Language
to
follow)

PSYCHOLOGICAL

COUNSELING

PROGRAM
■
Update
language
to
reflect
that
employees
in
Unit
9B
receive
the
same
psychological
counseling
program
as
the
Santa
Clara
Firefighters
, International
Association
of
Firefighters,
Local
1171
(Unit
1 ).
(Language
to
follow)
HOUSEKEEPING ■
TBD
**
THIS

AGREEMENT
IS

CONSIDERED

TENTATIVE
AND
SHALL
NOT
BE

CONSIDERED
FINAL
OR

BINDING
UNTIL

RATIFIED
BY
UNIT
9B

MEMBERS
AND

APPROVED
BY
CITY
COUNCIL.

THIS

DOCUMENT
SETS
FORTH
THE
FULL

AGREEMENTS
OF
THE

PARTIES

REACHED
DURING
THESE

NEGOTIA
T/ONS.

ANYTHING
NOT

INCLUDED
IN
THE

DOCUMENT
IS
NOT
PART
OF
THE

TENTATIVE
AGREEMENT.

FOR
THE
CITY:

FOR
THE
UNION:

Aracely
Azevedo
Date
&
~ivA(h
Drew
Miller
Date
Director
of
Human
Resources
Battalion
Chief,
Unit
9B
-~
-
! _/2
_(:.A(
_
/t>-
't
-?-1....

Matt
Queen
Date
Battalion
Chief,
Unit
9B
ulie
Minot
Date
Management
Analyst,
Human
Resources
City
of
Santa
Clara
October
5,
2022
Page
2 of2
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1311 Agenda Date: 11/1/2022

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to execute the 2021-2025 Memorandum of Understanding Between the City of Santa Clara and the Public Safety Non-Sworn Employees Association (“Unit10”)that incorporates the terms of the Mediated Tentative Agreement and Related Budget Amendment

COUNCIL PILLAR
Enhance Community Engagement and Transparency.

BACKGROUND
The Memorandum of Understanding (hereafter, “MOU”)between the City of Santa Clara and the Public Safety Non-Sworn Employees Association (hereafter, “Unit 10”) expired on December 18, 2021.

Given the ongoing challenges related to the COVID-19 pandemic and its impacts on the City’songoing budget deficit, the City and Unit 10 engaged in discussions on a successor MOU in an effort to reduce the City’s estimated General Fund deficit. As of February 2022, the City projected a substantial General Fund ongoing shortfall of $19.6 million in FY 2023/24, which is largely the result of COVID-19 induced impacts on the City’s revenues. This shortfall was revised to $27 million in June 2022 based on higher projected labor costs.

As previously noted, the City of Santa Clara’s collective bargaining agreement with Unit 10 expired on December 18, 2021. The City and Unit 10 began formal negotiations on a successor MOU in approximately November 2021; however, the parties were unable to reach an agreement. On or about August 31, 2022, Unit 10 declared impasse and the parties agreed to proceed through the mediation process.

The parties engaged in mediation on September 15 and September 16, 2022, which resulted in a Mediator’s Proposal for settlement. After further informal discussions between the parties as part of the mediation process, the parties reached a Mediated Tentative Agreement on a successor MOU. On or about October 10, 2022, Unit 10 notified the City that the terms of the Mediated Tentative Agreement had been ratified.

DISCUSSION
The recommended action authorizes the City Manager to execute a successor MOU with a term of December 19, 2021, through December 31, 2025, that incorporates the terms of the Tentative Agreement reached between both parties. The following is a summary of the notable provisions of the Mediated Tentative Agreement; a complete copy of the Mediated Tentative Agreement is attached.

Term:

December 19, 2021 - December 31, 2025 (4 years)
Wages:

Effective December 25, 2021 (the first pay period of calendar year 2022), all salary ranges for employees holding positions in classifications assigned to Unit 10 shall remain status quo.

Effective December 25, 2022 (the first pay period of calendar year 2023), all salary ranges for employees City of Santa Clara Printed on 10/28/2022Page 1 of 4
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22-1311 Agenda Date: 11/1/2022
holding positions in classifications assigned to Unit 10 shall remain status quo.

Effective the first pay period of calendar year 2024, all salary ranges for employees holding positions in classifications assigned to Unit 10 will be increased by approximately 5.0%.

Effective the first pay period of calendar year 2025, all salary ranges for employees holding positions in classifications assigned to Unit 10 will be increased by approximately 4.0%.

One-Time Non-Pensionable Discretionary Cash Payment:

In recognition of, and to help secure the employees' speedy ratification of this MOU, the City has exercised its discretion to provide a one-time discretionary cash payment of $5,000 for regular employees (pro-rated for part-time employees) in the bargaining unit following Council approval of this MOU. The Parties intend and understand that this lump sum payment is non-pensionable and will not be reported to CalPERS. An employee must be employed in a classification assigned to Unit 10 at the time the one-time discretionary cash payment is made to receive the payment.

Deferred Compensation:

Effective December 25, 2022 (the first pay period of calendar year 2023), the City will contribute $300/month per employee to the employee’sdeferred compensation account, an increase from the current contribution level of $100 per month.

Healthcare:

Effective January 1, 2024, the City will pay 100% of the premium of the lowest priced Kaiser (Region 1) plan for employees in Unit 10 enrolled at the Employee Only and Employee Plus One levels, and 90% of the premium of the lowest priced Kaiser (Region 1) plan for employees in Unit 10 enrolled in the Employee Plus Two or More level. Employees who select a plan whose premium exceeds the City contribution described above will be responsible for the difference. Employees will not receive any portion of the City’scontribution as cash or any other taxable benefit.

Current employees hired with the City on or before December 31, 2023, who choose not to enroll in a City health plan and meets the requirements set forth in the MOU shall continue to receive a cash-in-lieu amount equal to $1,261.76/month, while employees hired or rehired on or after January 1, 2024, shall receive a cash- in-lieu amount of $250/month.

POST Certification Incentive Pay:

Effective December 25, 2022 (the first pay period of calendar year 2023), employees in the Dispatcher classification series shall be eligible for a maximum of 5% of base pay (2.5% for the Intermediate POST Certification and 2.5% for the Advanced POST Certification). Employees in the Police Records Supervisor classification shall be eligible for 2.5% of base pay for the Records Supervisor POST Certification.

Educational Incentive:

Effective December 25, 2022 (the first pay period of calendar year 2023), employees shall be eligible to receive 2% of base pay for a Bachelor’sdegree where an employee is in a classification where a Bachelor’s degree is not a minimum requirement, or for a Master’sdegree where an employee is in a classification where a Bachelor’s degree is a minimum requirement.

Jail Services Officers:

Employees hired on or after January 1, 2023, into the Jail Services Officer (Job Code 353) classification will be required to complete the Corrections Academy within one (1) year of hire.

Psychological Counseling:

Update language to reflect that employees in Unit 10 in the Police Department are eligible for the same psychological counseling program available to the Police Officers Association (Unit 2), and employees in Unit City of Santa Clara Printed on 10/28/2022Page 2 of 4
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22-1311 Agenda Date: 11/1/2022
psychological counseling program available to the Police Officers Association (Unit 2), and employees in Unit 10 in the Fire Department are eligible for the same psychological counseling program as the Santa Clara Firefighters, International Association of Firefighters, Local 1171 (Unit 1).

Recruitment Incentive:

Unit 10 employees who are responsible for a Public Safety Dispatcher I/II, Sr. Public Safety Dispatcher, Police Officer, or Police Recruit joining the Police Department shall receive compensatory time off (CTO) as follows:
ten (10) hours when the employee is hired, ten (10) hours after the employee completes the applicable training program, and ten (10) hours after the employee completes their probationary period.

Employee Fitness Program:

Side letter to institute an employee fitness program for Unit 10 employees in the Police Department.

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

FISCAL IMPACT
The costs of this MOU are within budget authority approved by the City Council through the negotiation process. The City regularly budgets the total compensation cost for its current employees and integrates known and projected cost increases from MOUs in the City’sbudget. The costs associated with this MOU will be factored into the FY 2023/24 and FY 2024/25 Biennial Operating Budget as well as the ten-year forecast. In addition, a budget amendment is recommended in this memorandum to increase the budgets for the Police and Fire Departments, offset by a decrease to the Land Sale Reserve, to address the FY 2022/23 budget impacts. Potential savings from the close out of the FY 2021/22 Budget is anticipated to offset the use of the Land Sale Reserve to fund this MOU.

The chart below reflects the estimated changes in costs in the General Fund as well as all funds over the term of the MOU.

Estimated Costs
Item Description Estimated General
Fund Cost
Estimated All
Funds Cost
Wages (2022) 0.0% $0 $0
Wages (2023) 0.0% $0 $0
Wages (2024) 5.0% $484K $493K
Wages (2025) 4.0% $407K $414K
One-Time Non-Pensionable
Discretionary Cash
Payment (2022)
$5K per employee $280K $280K
POST Certification
Incentive Pay (January
2023)
5% max for
Dispatcher Series;

2.5% for Police
Records Supervisor
$83K $83K
Educational Incentive
(January 2023)
2% of base pay $148K $148K
Deferred Compensation
(January 2023)
Increase from $100
to $300/month per
employee
$168K $168K
City of Santa Clara Printed on 10/28/2022Page 3 of 4
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22-1311 Agenda Date: 11/1/2022
Item Description Estimated General
Fund Cost
Estimated All
Funds Cost
Wages (2022) 0.0% $0 $0
Wages (2023) 0.0% $0 $0
Wages (2024) 5.0% $484K $493K
Wages (2025) 4.0% $407K $414K
One-Time Non-Pensionable
Discretionary Cash
Payment (2022)
$5K per employee $280K $280K
POST Certification
Incentive Pay (January
2023)
5% max for
Dispatcher Series;

2.5% for Police
Records Supervisor
$83K $83K
Educational Incentive
(January 2023)
2% of base pay $148K $148K
Deferred Compensation
(January 2023)
Increase from $100
to $300/month per
employee
$168K $168K
The costs associated with the changes to healthcare cannot be determined at this time as the City cannot predict enrollment behavior, especially with the change to the City paying 90% of the lowest priced Kaiser (Region 1) premium for employees who enroll in Employee Plus Two or Morel level and the change to the health in-lieu amount.

Below is the recommended budget amendment for FY 2022/23 to cover the additional costs this fiscal year.

Budget Amendment
FY 2022/23
Current Budget Increase/(Decrease) Revised Budget
General Fund (001)
Expenditures
Fire Department $65,254,981 $34,000 $65,288,981
Police Department 84,822,537 446,000 85,268,537
Land Sale Reserve 7,734,072 (480,000) 7,254,072

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

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

RECOMMENDATION

1. Authorize the City Manager to execute the 2021-2025 Memorandum of Understanding Between the City of Santa Clara and the Public Safety Non-Sworn Employees Association (“Unit 10”) that incorporates the terms of the Mediated Tentative Agreement.

2. Approve the related FY 2022/23 budget amendment in the General Fund to increase the Fire Department budget by $34,000, increase the Police Department budget by $446,000, and decrease the Land Sale Reserve by $480,000 (five affirmative votes required for the use of unused balances).

Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Mediated Tentative Agreement Between the City and Unit 10 dated October 18, 2022 City of Santa Clara Printed on 10/28/2022Page 4 of 4
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CITY OF SANTA CLARA-PUBLIC SAFETY NON-SWORN EMPLOYEES ASSOCIATION (UNIT 10) 2021 NEGOTIATIONS

MEDIATED TENTATIVE AGREEMENT

1. Term
a. 4 years (December 19, 2021 to December 31, 2025)

2. Wages
a. December 2021 – All salary ranges to remain status quo b. December 2022 – All salary ranges to remain status quo c. December 2023 – All salary ranges are to be increased by approximately 5% d. December 2024 – All salary ranges are to be increased by approximately 4%

3. Lump Sum
a. $5,000 non-pensionable lump sum payment (prorated for part -time employees) after ratification by Unit 10 membership and approval by City Council

4. POST
a. Effective the first pay period of calendar year 2023, the POST Certification pay shall be increased as follows:
i. Dispatcher classifications – Maximum of 5% (from 3%)

1. Intermediate POST – 2.5% (from 1.5%)

2. Advanced POST – 2.5% (from 1.5%)
ii. Police Records Supervisor – 2.5% (from 1.5%)

5. Education Incentive
a. Effective the first pay period of calendar year 2023, all Unit 10 employees with BA/BS from an accredited college/university shall be eligible to receive an educational incentive of 2% of their base pay the first full pay period after submission of proof of BA/BS and where a BA/BS is not a minimum requirement of the classification i. For any Unit 10 classification where a BA/BS is a minimum requirement, an employee will be eligible to receive the educational incentive of 2% of their base pay the if they possess a Master’s Degree from an accredited college/university the first full pay period after submission of proof of their Master’s Degree and where a Master’s Degree is not a minimum requirement of the classification.
b. An employee may not receive more than an educational incentive of 2% of their base pay

6. Deferred Compensation
a. Effective the first pay period of calendar year 2023, the City shall contribute $300 (from $100) per month to the City’s deferred compensation plan on behalf of each Unit 10 employee

7. Healthcare
a. Effective January 1, 2024, the City will provide 100% of the Kaiser (Region 1) Premium for employees enrolled in the Employee Only and Employee Plus One levels, and 90% of the Kaiser (Region 1) Premium for employees enrolled in the Employee Plus 2 or More Level; employees may not receive all or any portion of the City’s contribution as cash or other taxable benefit
b. Cash in Lieu – employees who submit attestation and Proof of Alternative Required Coverage shall receive $1,261.7/month if hired on or before December 31, 2023 , or $250 month if hired on or after January 1, 2024
c. Benefits are prorated based on the employee’s FTE level

City-Unit 10 Mediated Tentative Agreement
October 2022

Page 2 of 2 ends

8. Jail Services Officers (Corrections Academy)
a. Employees hired on or after January 1, 2023 into the Jail Services Officer (Job Code 353) will be required to complete the Corrections Academy within 1 year of hire

9. Psychological Counseling
a. Employees in the Police Department are eligible for counseling services available to the Police Officers Association (Unit 2)
b. Employees in the Fire Department are eligible for counseling services available to the Santa Clara Firefighters’ Association, IAFF Local 1171 (Unit 1)

10. Recruitment Incentive
a. Unit 10 employees who are responsible for a Public Safety Dispatcher, Sr. Public Safety Dispatcher, Police Officer, or Police Recruit joining the Police Department shall receive compensatory time off (CTO) as follows:
i. 10 hours when employee is hired
ii. 10 hours after employee completes the applicable training program iii. 10 hours after the employee completes their probationary period

11. Work Schedules
a. Current Section 36 of the City -Unit 10 MOU entitled “Jail Service Officers’ Schedule” shall be deleted

12. Employee Fitness Program
a. Side Letter Agreement for an ongoing Employee Fitness Program as discussed by the parties

13. Uniform Allowance
a. Effective the first pay period of calendar year 2023, the annual uniform allowance of $600/year shall be paid on the first 2 pay periods of each month; new employees will no longer be eligible for an advance of the uniform allowance

14. Dues Deduction
a. Effective the first pay period of calendar year 2023, the City will deduct the dues from the first 2 pay periods of each month; if the City fails to make the authorized deduction, it will do so prospectively; Unit 10 is responsible for refunding any over payment of dues by an employee

Unless listed above, all other terms of the Memorandum of Understanding (MOU) between the City and the Public Safety Non-Sworn Employees Association (Unit 10) shall remain status quo.

The specific language to update the MOU to reflect the terms above to follow.

Unit 10 notified the City on or about October 10, 2022, that the membership has ratified this agreement. This agreement will be placed on the November 1, 2022, City Council agenda for approval in open session.

FOR THE CITY OF SANTA CLARA: FOR THE PSNSEA (UNIT 10):

__________________________________ __________________________________ Aracely Azevedo Date Peter Hoffmann Date
Director of Human Resources Lead Negotiator

__________________________________ __________________________________ Marco Mercado Date Rachel Thomas Date
Assistant Director of Human Resources President, PSNSEA (Unit 10) 10/18/2022
See attached email
See attached email
10/18/2022
~ ~
I ~
From: Peter Hoffmann
To: Rachel Thomas
Cc: Marco Mercado; Aracely Azevedo; Grant Sakakihara
Subject: Re: City-PSNSEA Unit 10 Mediated Tentative Agreement Date: Tuesday, October 18, 2022 2:03:31 PM
Concur
Peter A. Hoffmann
Attorney at Law

RAINS LUCIA STERN ST PHALLE & SILVER, PC
Phone 925.609.1699
Fax 925.609.1690
www.RLSlawyers.com

******************************************************************** NOTICE: This email and all attachments are CONFIDENTIAL and intended SOLELY for the recipients as identified in the "To," "Cc" and "Bcc" lines of this email. If you are not an intended recipient, your receipt of this email and its attachments is the result of an inadvertent disclosure or unauthorized transmittal. Sender reserves and asserts all rights to confidentiality, including all privileges that may apply. Pursuant to those rights and privileges, immediately DELETE and DESTROY all copies of the email and its attachments, in whatever form, and immediately NOTIFY the sender of your receipt of this email. DO NOT review, copy, forward, or rely on the email and its attachments in any way. NO DUTIES ARE ASSUMED, INTENDED, OR CREATED BY THIS COMMUNICATION. If you have not executed a fee contract or an engagement letter, this firm does NOT represent you as your attorney.

You are encouraged to retain counsel of your choice if you desire to do so. All rights of the sender for violations of the confidentiality and privileges applicable to this email and any attachments are expressly reserved.
********************************************************************

On Oct 18, 2022, at 1:44 PM, Rachel Thomas <[email protected]> wrote:

Hi Marco,

Please accept this email as my signature on the TA agreement. A minor correction though, it should technically be titled 2021 Negotiations.

Thank you,
Rachel

From: Marco Mercado <[email protected]>
Sent: Tuesday, October 18, 2022 11:12 AM
To: Peter Hoffmann <[email protected]>; Rachel Thomas <[email protected]>
Cc: Aracely Azevedo <[email protected]>; Grant Sakakihara <[email protected]>
Subject: City-PSNSEA Unit 10 Mediated Tentative Agreement Importance: High

Hi-

Please review the attached. If acceptable, please email me back and we will consider that your signature approving the attached TA between the City and the PSNSEA Unit

10. As previously communicated, we are looking the November 1 st City Council meeting for
approval of the attached TA.

For your reference, I have attached the Mediator’s Proposal for settlement as well as our prior communications which amended the Mediator’s Proposal.

We are working on the updated MOU language and will get that to you as soon as we can.

Thanks.

_________________________________________________
marco mercado | assistant director of human resources
city of santa clara | human resources
1500 warburton avenue, santa clara, ca 95050
direct 408-615-2150 | main 408-615-2080 | fax 408-985-0667 www.santaclaraca.gov

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1341 Agenda Date: 11/1/2022

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Extending AB 361 Implementation to Allow City Legislative Bodies to Hold Public Meetings Solely by Teleconference or Otherwise Electronically During the Governor’s Proclaimed COVID State of Emergency

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
On March 17, 2020, Governor Gavin Newsom issued Executive Order N-29-20 which suspended the Brown Act teleconferencing requirements so that legislative bodies could hold public meetings solely by teleconference, or otherwise electronically, without listing the teleconference locations and without any physical location, as long legislative bodies followed a set of requirements for noticing the meeting agenda and public participation, among other things. Subsequently on June 11, 2021, Governor Newsom issued Executive Order N-08-21, which sunset the Brown Act provisions of Executive Order N-29-20 on September 30, 2021.

On September 16, Governor Newsom signed AB 361 into law which allows local agencies to use teleconferencing without complying with specific Brown Act restrictions in certain state emergencies until January 1, 2024, at which point they are to be repealed, and the standard Brown Act teleconference requirements become effective again. The bill was an urgency measure, and it went into effect immediately.

On October 19, 2021, November 16, 2021, December 14, 2021, January 11, 2022, February 8, 2022, March 8, 2022, April 5, 2022, May 10, 2022, June 7, 2022, July 5, 2022, July 12, 2022, August 16, 2022, September 13, 2022, and October 4, 2022 the City Council approved Resolution Nos. 21- 9013, 21-9023, 21-9038, 22-9042, 22-9051, 22-9058, 22-9067, 22-9087, 22-9096, 22-9115, 22-9124, 22-9135, 22-9142, and 22-9145 respectively, to allow City Legislative bodies to hold public meetings solely by teleconference or otherwise electronically pursuant to AB 361.

DISCUSSION
AB 361 amended Government Code Section 54943 to allow a local agency to use teleconferencing for public meetings without requiring the teleconference location to be accessible to the public or a quorum of the members of the legislative body of the agency to participate from locations within the boundaries of the agency’s jurisdiction during a Governor-proclaimed state of emergency in certain circumstances.

In order for a local agency to utilize AB 361’s exemption to the Brown Act, there must be certain emergency conditions present. These include:

City of Santa Clara Printed on 10/28/2022Page 1 of 5
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22-1341 Agenda Date: 11/1/2022
· There being a state-proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing.
· The Council is meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, that meeting in person would present imminent risks to the health and safety of attendees; or
· The Council is meeting during a proclaimed state of emergency and has determined, by majority vote, that in-person meetings would pose health and safety risks to attendees.

In order for the City’s legislative bodies to continue meeting remotely with the exemptions to the Brown Act provided for under AB 361, the Council is required to take certain actions, most of which the City is already implementing:
· The City must continue providing notice of meetings and continue to post agendas as the Brown Act requires to the agency’s website,
· The City must continue allowing for public access to the meeting, while allowing for a public comment period to directly address the legislative body pursuant to Brown Act’s other teleconferencing provisions,
· The City must continue giving notice for how the public can access the meeting and provide public comment, including a call-in or internet-based service option (no physical location required),
· The City must continue providing the public with the opportunity to comment in real time (with the option of additionally allowing comments to be submitted in advance, if the agency desires),
· The City must stop the meeting until public access is restored in the event of a service disruption, and
· No later than 30 days after the first teleconferencing meeting and every 30 days thereafter, the Council will have to reconsider the circumstances of the state of emergency to determine if remote meeting procedures need to remain in place.

The legislative body must make certain findings by majority vote every 30 days to continue using the AB 361 Brown Act teleconferencing requirements. Because the City Council approved Resolution No. 22-9145 will expire on November 3, 2022. The City Council must adopt a new resolution in order to allows for its other legislative bodies to continue meeting remotely through December 1, 2022.

Failure to approve this resolution would result in City Council, boards, and commissions meetings being unable to meet fully virtual without exposing the locations of each member’s location on the posted agendas.

Beginning on March 11, 2020 and continuing every 60 days thereafter, the City Council has continued its proclamation of local emergency based on substantial evidence that the public interest and necessity require the continuance of the proclamation of local emergency related to COVID-19.

On September 21, 2021, the Santa Clara County Public Health Officer recommended that public bodies continue to meet remotely to the extent possible due to the continued threat of COVID-19 to the community, the unique characteristics of public governmental meetings, and the continued increased safety protection that social distancing provides as one means by which to reduce the risk of COVID-19 transmission. On November 2, 2021, emergency use of the Pfizer COVID vaccine was authorized for children ages 5-11. On that same day, Santa Clara county moved back into the substantial (orange) COVID-19 transmission tier. On November 22, 2021, Santa Clara county moved City of Santa Clara Printed on 10/28/2022Page 2 of 5
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22-1341 Agenda Date: 11/1/2022
to the moderate (yellow) COVID-19 transmission tier. On November 25, 2021, scientists identified the latest COVID-19 variant, Omicron, which has prompted concern among scientists and public health officials because of an unusually high number of mutations that have the potential to make the virus more transmissible and less susceptible to existing vaccines. On December 13, 2021, the California Department of Public Health reinstituted its statewide mask mandate, requiring all individuals, regardless of their vaccination status, to wear face coverings in indoor public settings from December 15, 2021 through January 15, 2022 due to a 47% increase in the statewide seven- day average case rate and 14% increase in hospitalizations since Thanksgiving. In light of the rapid surge in cases due to the Omicron variant, on December 28, 2021, the County of Santa Clara Health Officer issued a health order requiring up-to-date COVID-19 vaccination for workers in certain higher- risk settings. The new order builds on recent changes in the State Health Officer’s vaccination requirements by mandating up-to-date vaccination by workers in certain healthcare and long-term care settings. As of February 3, 2021, new daily Covid-19 cases are on the decline since the surge from the Omicron variant. However, California Covid-19 deaths continue to rise and hospitalizations remain elevated. On February 27, 2022, the Santa Clara County Public Health Officer rescinded the health order requiring the use of face covering indoors effective March 2, 2022. However, the Santa Clara County Public Health Officer continues to recommend that all persons continue to wear face coverings when indoors. The California Department of Public Health continues to require masking in higher-risk settings such as public transit, healthcare facilities, shelters, jails, and long-term care facilities. As of March 26, 2022, the Omicron subvariant BA.2 is now the dominant variant in the US accounting for nearly 55% of new COVID-19 cases in the U.S. On March 29, 2022, the FDA authorized a second booster dose of the COVID-19 vaccines for people 50 years of age and older and some immunocompromised people. As of April 27, COVID-19 levels in wastewater concentrations in the greater Bay Area from Sacramento to Yolo, San Francisco and Santa Clara County and San Mateo County, were similar to what they were during the Delta surge in the summer of 2021, indicating another wave of the pandemic, although not resulting in an increase in hospitalizations. On April 28, Bay Area Rapid Transit reinstated its mask mandate effective immediately through July 18, which impacts the system’s 50 stations in five Bay Area counties. On May 10, 2022, Santa Clara County’s Health Officer Dr. Sara Cody warned that COVID case counts and hospitalizations are on the increase, with a weekly average of 552 cases and 80 to 100 people currently hospitalized, and urged everyone to consider wearing masks in high-risk settings, keep a stockpile of tests, and exercise caution when socializing indoors. On May 13, 2022, Bay Area health officers from the counties of Alameda, Contra Costa, Marin, Monterey, Napa, San Benito, San Francisco, San Mateo, Santa Clara, Santa Cruz, Sonoma and the City of Berkeley urged residents to wear face masks in indoor public settings as COVID-19 infections driven by highly contagious virus variants multiply throughout the region. As of May 31, 2022, new coronavirus cases in California increased 13.2% from the prior week and California ranked 10th among the states where coronavirus was spreading the fastest on a per person basis. As of June 13, 2022, new COVID-19 cases in California rose 32.3% from the prior week with 128,893 new cases, with California ranking fourth among the states where COVID-19 was spreading the fastest on a per-person basis, and Santa Clara County with the highest worst weekly outbreaks on a per-person basis. On June 15, 2022, an advisory panel to the FDA voted unanimously to recommend the Pfizer and Moderna COVID-19 vaccines for children ages five and younger. On June 18, 2022, the CDC and federal regulators authorized the Pfizer-BioNTech vaccine for children ages six months through four years old and the Moderna vaccine for children ages six months through five years old starting June 21, 2022. As of July 5, 2022, the new omicron subvariant known as BA.5 now comprises a majority of U.S. COVID- 19 cases, according to data released from the Centers for Disease Control and Prevention (CDC).

The BA.5, along with a related subvariant known as BA.4, has mutations that have shown an City of Santa Clara Printed on 10/28/2022Page 3 of 5
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22-1341 Agenda Date: 11/1/2022
increased ability to evade the protection from vaccines and previous infection. As July 6, 20222, all nine local counties are back in the CDC's high-risk category for COVID-19 community levels, and the highly-transmissible BA.5 subvariant of the virus that causes COVID-19 is quickly taking over. On July 28, 2022, Bay Area Rapid Transit reinstated its mask mandate effective immediately through October 1, 2022, which impacts the system’s 50 stations in five Bay Area counties. On August 4, 2022, the CDC continued to classify Santa Clara County in the high community level for coronavirus, in its weekly update. On August 11, 2022, the Centers for Disease Control and Prevention streamlined its guidance for COVID exposure to recommending that everyone, regardless of vaccination or past infection, wear a high-quality mask for 10 days and get tested on day five after exposure to the virus. As of August 24, 2022, as California schools reopen for the fall semester with loosened COVID-19 protocols and low student vaccination rates among younger children, health experts are watching to see how schools do in the coming weeks as some experts expect another rise in cases when winter arrives. As of September 20, 2022, a new more transmissible COVID strain, BF.7, short for BA.5.2.1.7, is outpacing nearly all other variants of interest that scientists are tracking in the U.S. this fall. As of September 22, 2022, although daily death rates from COVID-19 have ticked down slightly from August, updated federal data shows that the U.S. is still losing on average 350 Americans to COVID-19 every day, and 225,000 people in the U.S. have been lost to the virus since the start of 2022. On October 4, 2022, the County Health Officer provided that while COVID-19 cases in Santa Clara County have trended down over the summer, that the level of virus circulating locally is likely higher than the county's case count. As of October 17, 2022, in Santa Clara County, only 12% of eligible people have received the updated booster since it was first offered in early September to fight the highly transmissible omicron variants leading to public health official fears of a winter surge with lagging booster vaccination rates. These associated emergency conditions are on-going and there is a need to continue teleconferencing for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during the current Governor-proclaimed COVID-19 state of emergency. The state of emergency continues to directly impact the ability of the City’s legislative bodies to meet safely in person, and City officials continue to impose or recommend public health safety measures.

It is recommended that the Council adopt a resolution to make requisite findings to allow the City’s legislative bodies to hold public meetings solely by teleconference or otherwise electronically so long as the state of emergency and social distancing measures continue. The Council will have to take action on a monthly basis to reassess and reaffirm such findings to continue meeting remotely.

The proposed Resolution is attached.

FISCAL IMPACT
There is no fiscal impact other than administrative time and expense.

COORDINATION
This report has been coordinated with the City Manager’s Office, City Attorney’s Office, and City City of Santa Clara Printed on 10/28/2022Page 4 of 5
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22-1341 Agenda Date: 11/1/2022
Clerk’s Office.

RECOMMENDATION
Adopt a Resolution finding the existence of the need to extend AB 361 implementation to allow the City’s legislative bodies to hold public meetings solely by teleconference or otherwise electronically pursuant to AB 361.

Reviewed by: Nadine Nader, Assistant City Manager
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Resolution
City of Santa Clara Printed on 10/28/2022Page 5 of 5
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Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 1 of 5 Rev: 11/22/17

RESOLUTION NO. _

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
FINDING THE EXISTENCE OF THE NEED TO EXTEND AB 361

IMPLEMENTATION TO ALLOW CITY LEGISLATIVE BODIES TO

HOLD PUBLIC MEETINGS SOLELY BY TELECONFERENCE OR
OTHERWISE ELECTRONICALLY PURSUANT TO AB 361

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

WHEREAS, the City of Santa Clara is committed to preserving and nurturing public access and participation in meetings of the City’s City Council, Council Committees, City Decision-Making Bodies (including Santa Clara Stadium Authority Board, Sports and Open Space Authority, Housing Authority, Successor Agency to the City of Santa Clara Redevelopment Agency, Bayshore North Project Enhancement Authority, and Public Facilities Financing Corporation), City Boards, Committees and Commissions, Taskforces, and Other City Advisory Entities; WHEREAS, all meetings of City of Santa Clara’s legislative bodies are open and public, as required by the Ralph M. Brown Act (California Government Code Sections 54950, et seq., hereinafter referred to as the “Brown Act”), so that any member of the public may attend, participate, and watch the City’s legislative bodies conduct their business; WHEREAS, the Brown Act allows a local legislative body to hold public meetings by teleconference and to make public meetings accessible telephonically or otherwise electronically to all members of the public seeking to attend and to address the local legislative body, as long as the following requirements are met: (1) each teleconference location from which a member is participating is noticed on the agenda; (2) each teleconference location is accessible to the public; (3) members of the public must be able to address the body at each teleconference location; (4) at least one member of the legislative body must be physically present at the location specified in the meeting agenda; and (5) during teleconference meetings, at least a quorum of the members of the local body must participate from locations within the local body’s territorial jurisdiction;
WHEREAS, on March 17, 2020, Governor Gavin Newsom issued Executive Order N-29-20 ----
Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 2 of 9 Rev: 11/22/17

which suspended the Brown Act teleconferencing requirements so that legislative bodies can hold public meetings solely by teleconference, or otherwise electronically, without listing the teleconference locations and without any physical location, as long as the agenda that is posted 72 hours in advance indicates that the members of the legislative body will be participating by teleconference, provides the teleconference or webinar access information by which the public may participate electronically, and lists the procedure for individuals with disabilities to request reasonable accommodations;
WHEREAS, on June 11, 2021, Governor Newsom issued Executive Order N-08-21, which sunsets the Brown Act provisions of Executive Order N-29-20 on September 30, 2021; WHEREAS, on September 16, 2021, Governor Newsom signed urgency ordinance AB 361 which allows a local agency to use teleconferencing for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during a Governor-proclaimed state of emergency pursuant to California Government Code Section 8625 et seq, if the state of emergency continues to directly impact the ability of the members of its legislative bodies to meet safely in person or state or local officials continue to impose or recommend measures to promote social distancing; WHEREAS, in light of the continued state of emergency related to COVID-19, the Santa Clara County Public Health Officer continues to recommend that public bodies meet remotely to the extent possible, specifically including use of newly enacted AB 361 to maintain remote meetings under the Ralph M. Brown Act and similar laws, as outlined in their “Recommendation Regarding Continued Remote Public Meetings of Governmental Entities” issued on September 21, 2021;
WHEREAS, on October 19, 2021, November 16, 2021, December 14, 2021, January 11, 2022, February 8, 2022, March 8, 2022, April 5, 2022, May 10, 2022, June 7, 2022, July 5, 2022, July 12, 2022, August 16, 2022, September 13, 2022, and October 4, 2022 the City Council approved Resolutions Nos. 21-9013, 21-9023, 21-9038, 22-9042, 22-9051, 22-9058, 22-9067, Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 3 of 9 Rev: 11/22/17

22-9087, 22-9096, 22-9115, 22-9124, 22-9135, 22-9142 and 22-9145 respectively, to allow City Legislative bodies to hold public meetings solely by teleconference or otherwise electronically pursuant to AB 361;
WHEREAS, on November 2, 2021, federal, state and local health officials authorized emergency use of the Pfizer COVID vaccine for children ages 5-11, and may consider emergency authorization of the COVID vaccine for children under age 5 within the next few months;
WHEREAS, on November 22, 2021, Santa Clara County moved into the moderate (orange) COVID-19 transmission tier;
WHEREAS, on November 25, 2021, scientists identified the latest COVID-19 variant, Omicron, which has prompted concern among scientists and public health officials because of an unusually high number of mutations that have the potential to make the virus more transmissible and less susceptible to existing vaccines; WHEREAS, on December 13, 2021, the California Department of Public Health reinstituted its statewide mask mandate, requiring all individuals, regardless of their vaccination status, to wear face coverings in indoor public settings from December 15, 2021 through January 15, 2022 due to a 47% increase in the statewide seven-day average case rate and 14% increase in hospitalizations since Thanksgiving;
WHEREAS, in light of the rapid surge in cases due to the Omicron variant, on December 28, 2021, the County of Santa Clara Health Officer issued a health order requiring up-to-date COVID-19 vaccination for workers in certain higher-risk settings. The new order builds on recent changes in the State Health Officer’s vaccination requirements by mandating up-to-date vaccination by workers in certain healthcare and long-term care settings; WHEREAS, as of February 3, 2021, new daily Covid-19 cases are on the decline since the surge from the Omicron variant. However, California Covid-19 deaths continue to rise and hospitalizations remain elevated;
Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 4 of 9 Rev: 11/22/17

WHEREAS, on February 27, 2022, the Santa Clara County Public Health Officer rescinded the health order requiring the use of face covering indoors effective March 2, 2022. However, the Santa Clara County Public Health Officer continues to recommend that all persons continue to wear face coverings when indoors. The California Department of Public Health continues to require masking in higher-risk settings such as public transit, healthcare facilities, shelters, jails, and long-term care facilities. While Santa Clara County has met the required masking metrics (80% of the population vaccinated, COVID-19 hospitalizations in the jurisdiction are low and stable, seven consecutive days with the seven-day rolling average of new cases at 550 or below) to transition to a strong recommendation for indoor masking, the county remains in the “medium” level of the Centers for Disease Control and Prevention’s new COVID-19 community level framework;
WHEREAS, as of March 26, 2022, the Omicron subvariant BA.2 is now the dominant variant in the US accounting for nearly 55% of new COVID-19 cases in the U.S.; WHEREAS, on March 29, 2022, the FDA authorized a second booster dose of the COVID-19 vaccines for people 50 years of age and older and some immunocompromised people; WHEREAS, as of April 27, COVID-19 levels in wastewater concentrations in the greater Bay Area from Sacramento to Yolo, San Francisco and Santa Clara County and San Mateo County, were similar to what they were during the Delta surge in the summer of 2021, indicating another wave of the pandemic, although not resulting in an increase in hospitalizations; WHEREAS, on April 28, Bay Area Rapid Transit reinstated its mask mandate effective immediately through July 18, which impacts the system’s 50 stations in five Bay Area counties; WHEREAS, on May 10, 2022, Santa Clara County’s Health Officer Dr. Sara Cody warned that COVID case counts and hospitalizations are on the increase, with a weekly average of 552 cases and 80 to 100 people currently hospitalized, and urged everyone to consider wearing masks in high-risk settings, keep a stockpile of tests, and exercise caution when socializing indoors;
Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 5 of 9 Rev: 11/22/17

WHEREAS, on May 13, 2022, Bay Area health officers from the counties of Alameda, Contra Costa, Marin, Monterey, Napa, San Benito, San Francisco, San Mateo, Santa Clara, Santa Cruz, Sonoma and the City of Berkeley urged residents to wear face masks in indoor public settings as COVID-19 infections driven by highly contagious virus variants multiply throughout the region;
WHEREAS, as of May 31, 2022, new coronavirus cases in California increased 13.2% from the prior week and California ranked 10th among the states where coronavirus was spreading the fastest on a per person basis; WHEREAS, on June 3, 2022, due to the continued increase in positive COVID-19 cases in the City employee workforce and local community, the City extended the mandatory mask mandate for all City employees, regardless of vaccination status, through July 1, 2022;
WHEREAS, as of June 13, 2022, new COVID-19 cases in California rose 32.3% from the prior week with 128,893 new cases, with California ranking fourth among the states where COVID-19 was spreading the fastest on a per-person basis, and Santa Clara County with the highest worst weekly outbreaks on a per-person basis;
WHEREAS, on June 15, 2022, an advisory panel to the FDA voted unanimously to recommend the Pfizer and Moderna COVID-19 vaccines for children ages five and younger; WHEREAS, on June 18, 2022, the CDC and federal regulators authorized the Pfizer-BioNTech vaccine for children ages six months through four years old and the Moderna vaccine for children ages six months through five years old starting June 21, 2022; WHEREAS, as of July 5, 2022, the new omicron subvariant known as BA.5 now comprises a majority of U.S. COVID-19 cases, according to data released from the Centers for Disease Control and Prevention (CDC). The BA.5, along with a related subvariant known as BA.4, has mutations that have shown an increased ability to evade the protection from vaccines and previous infection;
WHEREAS, as of July 6, 2022, all nine local counties are back in the CDC's high-risk category Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 6 of 9 Rev: 11/22/17

for COVID-19 community levels, and the highly-transmissible BA.5 subvariant of the virus that causes COVID-19 is quickly taking over;
WHEREAS, on July 28, 2022, Bay Area Rapid Transit reinstated its mask mandate effective immediately through October 1, 2022, which impacts the system’s 50 stations in five Bay Area counties;
WHEREAS, on August 4, 2022, the CDC continued to classify Santa Clara County in the high community level for coronavirus, in its weekly update; WHEREAS, on August 11, 2022, the Centers for Disease Control and Prevention streamlined its guidance for COVID exposure to recommending that everyone, regardless of vaccination or past infection, wear a high-quality mask for 10 days and get tested on day five after exposure to the virus;
WHEREAS, as of August 24, 2022, as California schools reopen for the fall semester with loosened COVID-19 protocols and low student vaccination rates among younger children, health experts are watching to see how schools do in the coming weeks as some experts expect another rise in cases when winter arrives;
WHEREAS, as of September 20, 2022, a new more transmissible COVID strain, BF.7, short for BA.5.2.1.7, is outpacing nearly all other variants of interest that scientists are tracking in the U.S. this fall;
WHEREAS, as of September 22, 2022, although daily death rates from COVID-19 have ticked down slightly from August, updated federal data shows that the U.S. is still losing on average 350 Americans to COVID-19 every day, and 225,000 people in the U.S. have been lost to the virus since the start of 2022;
WHEREAS, on October 4, 2022, the County Health Officer provided that while COVID-19 cases in Santa Clara County have trended down over the summer, that the level of virus circulating locally is likely higher than the county's case count; Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 7 of 9 Rev: 11/22/17

WHEREAS, as of October 17, 2022, in Santa Clara County, only 12% of eligible people have received the updated booster since it was first offered in early September to fight the highly transmissible omicron variants leading to public health official fears of a winter surge with lagging booster vaccination rates;
WHEREAS, Government Code Section 54953(e)(3) requires that the City Council review the need and make findings for continuing the teleconferencing without complying with the agenda posting and public comment requirements at least once every thirty (30) days until Governor terminates the state of emergency; and,
WHEREAS, the associated emergency conditions are on-going and there is a need to teleconference for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during the current Governor-proclaimed COVID-19 state of emergency and if approved, will be in effect for 30 days and will expire on December 1, 2022 unless staff returns to City Council on or before December 1, 2022 to request to continue the need for teleconferencing.

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

1. That the City Council hereby finds that the state of emergency conditions related to COVID-19, as set forth in Resolution No. 22-9145 adopted on October 4, 2022 and incorporated herein by reference, are on-going.

2. That the City Council finds that there is a need to teleconference for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during the current Governor-proclaimed COVID-19 state of emergency.

3. That the City Council finds that the state of emergency continues to directly impact the ability of members of the City’s City Council, Council Committees, City Decision-Making Bodies (including Santa Clara Stadium Authority, Sports and Open Space Authority, Housing Authority, Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 8 of 9 Rev: 11/22/17

Successor Agency to the City of Santa Clara Redevelopment Agency, Bayshore North Project Enhancement Authority, and Public Facilities Financing Corporation), City Boards, Committees and Commissions, Taskforces, and Other City Advisory Entities to meet safely in person.

4. That City officials continue to impose or recommend measures to promote social distancing in City facilities.

5. That members of the City Council, Council Committees, City Decision-Making Bodies, City Boards (including Santa Clara Stadium Authority Board, Sports and Open Space Authority, Housing Authority, Successor Agency to the City of Santa Clara Redevelopment Agency, Bayshore North Project Enhancement Authority, and Public Facilities Financing Corporation), Committees and Commissions, Taskforces, and Other City Advisory Entities are authorized to use teleconferencing, or other electronic means, to hold its public meetings without noticing the teleconferenced locations on the agenda, without making teleconferenced or physical locations accessible to the public, without posting agendas at teleconferenced locations, without requiring members of the legislative bodies to be physically present at the meeting, and without requiring a quorum of the members of the legislative body to participate from locations with the City’s jurisdiction, as long as the agenda that is posted at least 72 hours in advance indicates that members of the legislative body may be participating electronically, provides the teleconference or webinar access information by which the public may participate electronically, and lists the procedure for individuals with disabilities to request reasonable accommodations, in compliance with AB 361, Government Code Section 54953(e).

6. That the Assistant City Clerk is hereby directed to report to the City Council within thirty

(30) days on the need to further continue teleconferencing for public meetings without posting the teleconferencing locations on the agenda and without requiring the teleconference locations to be accessible to the public during the current Governor-proclaimed COVID-19 state of emergency.

7. Effective Date. This resolution shall become effective immediately.

Resolution/Allowing City Legislative Bodies to Hold Teleconference Public Meetings Pursuant to AB 361 Page 9 of 9 Rev: 11/22/17

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE __ DAY OF _________ , 2022, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1084 Agenda Date: 11/1/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Stadium Authority Financial Status Report for the Quarter and Fiscal Year Ending March 31, 2022 and Related Budget Amendments

BOARD PILLARS
Ensure Compliance with Measure J and Manage Levi’s Stadium Enhance Community Engagement and Transparency

BACKGROUND
In Fiscal Year 2014/15 the Stadium Authority Board (“Board”) requested that staff prepare quarterly Santa Clara Stadium Authority (“Stadium Authority”) Financial Status Reports. These reports provide an update on the events held at Levi’s Stadium, Stadium Authority finances, and the impact of Stadium Authority activity on the City of Santa Clara’s (“City”).

This report provides information covering the Stadium Authority’s fourth quarter (January 1, 2022 - March 31, 2022) of the 2021/22 fiscal year.

The Adopted Stadium Authority Budget incorporates the estimated revenues and expenses for all Stadium Authority funds. The attached Financial Status Reports provide the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the reports.

Certain operating expense payments were withheld based on Board direction for the partial suspension of payments at the March 27, 2019 Stadium Authority Board meeting, based on the concern that public funds would be used to pay for expenses that were not legally procured, or compliant with prevailing wage law or self-dealing/conflict of interest laws. At that meeting, the Board directed the Executive Director to only release public funds to Forty Niners Stadium Management Company, LLC (Stadium Manager) when supporting documents have been submitted to show the expenses adhere to our agreements and State and local laws.

On August 31, 2022, Stadium Authority, Forty Niners SC Stadium Company, LLC (StadCo) and Stadium Manager settled the arbitration and disputes regarding the partially suspended Shared Expenses and Operating and Management Expenses. As part of the written settlement agreement, under section 11(b)(iii), Stadium Authority agreed to recognize the $15.8 million unpaid expenses that Stadium Authority had partially suspended from payment, along with the $426 thousand interest expenses under the Revolving Loan incurred from fiscal year 2019-20 through fiscal year 2021-22.

Stadium Manager's prior unauthorized payments of these unpaid expenses through the Revolving City of Santa Clara Printed on 10/28/2022Page 1 of 6
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22-1084 Agenda Date: 11/1/2022
Loan are now treated as timely Stadium Authority payments, but without Stadium Authority agreeing to Stadium Manager's actions or draws under the Revolving Loan. The $16.3 million in expenses were recorded in fiscal year ending March 31, 2022.

DISCUSSION
The attached financial status reports provide information covering the Stadium Authority’s fourth quarter (January 1, 2022 - March 31, 2022) of the 2021/22 fiscal year. The reports summarize National Football League (“NFL”) and non-NFL event activity at Levi’s Stadium and describes the financial impact of these events on the Stadium Authority and City since FY 2014/15. The report also provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

NFL Event Revenue and Expenses
Levi’s Stadium hosted 10 NFL games in the Fiscal Year 2021/22 with a total of 674 thousand tickets sold. This resulted in $9.8 million in NFL ticket surcharge for the Stadium Authority and $236 thousand of Senior and Youth Program Fees for the City. Public safety costs for NFL games totaled $5.3 million which is significantly higher than the prior year because there were only five regular season games, absent of any fans, in Fiscal Year 2020/21. Stadium Manager, on behalf of StadCo, has reimbursed to the City all of these costs, including certain disputed costs that were paid under protest pursuant to the parties' August 31, 2022 Stipulation to Stay the Public Safety Costs Arbitration.

Non-NFL Event Revenue and Expenses
This section provides annual and comparative data for Non-NFL Events categorized as events ranging from high school and college football games, international soccer matches, concerts, wedding fairs, and special events. Due to the pandemic, there were no Non-NFL events held in the FY 2021/22. Non-NFL events resumed in FY 2022/23.

Although there were no Non-NFL events held for FY 2021/22, the net loss totaled $289 thousand for the year. Stadium Manager has been working with Stadium Authority on establishing a separate financial management system which is intended to provide more transparency with the transactions associated with Stadium Authority activity. Once fully implemented, it will enable ongoing review of documentation on a real-time basis.

As summarized in Table 1 below, on an overall basis, revenue totaled $1.2 million or $1.3 million higher than FY 2020/21. This increase reflects 12 special events hosted at during FY 2021/22.

Event specific operating expenses increased by $842 thousand to $870 thousand while other operating expenses (non-event specific expenses) increased by $232 thousand to $652 thousand.

As a result, Non-NFL events net loss decreased by $188 thousand to $289 thousand for FY 2021/22.

Expenditure information was provided by Stadium Manager, and Stadium Authority staff is in process of performing a detailed review and/or audit of the source documentations received.

Table 1 - Non-NFL Event Results by Category Comparison (FY 2020/21 to FY 2021/22) FY 2020/21 FY 2021/22 Change
YTD Total YTD Total Amount %
Attendance - 3,698 3,698 n/a Non-NFL Event Revenue
Ticketed Event Revenue (27,730) 1,123 28,853 n/a Non-Ticketed Event Revenue (2,236) 1,231,833 1,234,069 n/a Total Non-NFL Event Revenue (29,966) 1,232,956 1,262,922 n/a Non-NFL Event Expense
Promoter/Artist Payments - - - n/a Public Safety Costs 1,585 1,827 242 15% Security - 14,295 14,295 n/a Event Staff 7,748 36,078 28,330 366% Food & Beverage Cost - 702,023 702,023 n/a Parking Costs (1,974) (4,026) (2,052) 104% Other Event Expenses 19,943 119,383 99,440 499% Total Non-NFL Event Expense 27,302 869,580 842,278 3085% Non-NFL Events Gross Profit (57,267) 363,376 420,643 n/a Other Operating Income (Expenses)
Catered Events Department Labor Costs (300,635) (339,220) (38,585) 13% Staff Costs - Not Event Specific (113,572) (222,124) (108,552) 96% Operating Expenses (7,966) (16,708) (8,742) 110% City of Santa Clara Worker's Comp Claims (17,847) (11,694) 6,153 -34% Interest Income 20,327 551 (19,776) -97% Depreciation Expense - (62,922) (62,922) n/a Total Other Operating Income (Expenses) (419,693) (652,117) (232,425) 155% Non-NFL Event Ticket Surcharge - - - n/a Net Income (Loss) from Non-NFL Events (476,960) (288,741) 188,219 61% City of Santa Clara Printed on 10/28/2022Page 2 of 6
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FY 2020/21 FY 2021/22 Change
YTD Total YTD Total Amount %
Attendance - 3,698 3,698 n/a Non-NFL Event Revenue
Ticketed Event Revenue (27,730) 1,123 28,853 n/a Non-Ticketed Event Revenue (2,236) 1,231,833 1,234,069 n/a Total Non-NFL Event Revenue (29,966) 1,232,956 1,262,922 n/a Non-NFL Event Expense
Promoter/Artist Payments - - - n/a Public Safety Costs 1,585 1,827 242 15% Security - 14,295 14,295 n/a Event Staff 7,748 36,078 28,330 366% Food & Beverage Cost - 702,023 702,023 n/a Parking Costs (1,974) (4,026) (2,052) 104% Other Event Expenses 19,943 119,383 99,440 499% Total Non-NFL Event Expense 27,302 869,580 842,278 3085% Non-NFL Events Gross Profit (57,267) 363,376 420,643 n/a Other Operating Income (Expenses)
Catered Events Department Labor Costs (300,635) (339,220) (38,585) 13% Staff Costs - Not Event Specific (113,572) (222,124) (108,552) 96% Operating Expenses (7,966) (16,708) (8,742) 110% City of Santa Clara Worker's Comp Claims (17,847) (11,694) 6,153 -34% Interest Income 20,327 551 (19,776) -97% Depreciation Expense - (62,922) (62,922) n/a Total Other Operating Income (Expenses) (419,693) (652,117) (232,425) 155% Non-NFL Event Ticket Surcharge - - - n/a Net Income (Loss) from Non-NFL Events (476,960) (288,741) 188,219 61% Stadium Builder Licenses (“SBLs”)
SBLs account for 36% of the Stadium Authority’s annual budgeted revenue in FY 2021/22. There is a total of 61,995 currently active SBLs which is 93.8% of the 66,066 total sellable SBL seats. The value of the active SBLs amount to $539.3 million of which $501.4 million has already been collected.

Stadium Authority Budgets
The detailed analysis of Stadium Authority budget to actual financials is provided in the attached Financial Status Reports. In summary, total operating revenues were $67.8 million representing 104% of the overall budget for revenues and total operating expenses were $59.6 million or 92% of the budget. The debt service fund was able to pay down $16.5 million in debt, bringing total Stadium Authority debt down to $280.3 million. Capital expenses were $1.5 million representing 10% of the overall CIP budget.

FY 2021/22 Stadium Authority Budget Amendments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. As of the timing of the publication of this report, additional information from FY 2021/22 has resulted in recommended budget adjustments as follows:

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22-1084 Agenda Date: 11/1/2022
1) Senior and Youth Program Fees (based on $0.35 per NFL game ticket) came in higher than anticipated by $4,000. A budget amendment is needed to reflect the increase in the payment to the City’s General Fund as well as the revenue to the Stadium Authority. 2) Naming Rights Commission came in higher than anticipated by $244, and staff is requesting an operating budget amendment to account for the additional commission expense incurred. 3) CFD Advance interest expenses incurred for the fiscal year exceeded the anticipated contributions by $1.2 million, and staff is requesting a debt service budget amendment to account for the additional interest expense incurred.

On August 31, 2022, the Stadium Authority entered into a settlement agreement with StadCo and Stadium Manager over disputes regarding the Operating and Management Expenses, Shared Expenses, and Capital Expenditures that were previously withheld. The following budget amendments are request as a result of the settlement agreement:
4) As part of the settlement, the Stadium Authority agreed to recognize unpaid Shared Stadium Manager Expenses that were previously withheld. A budget amendment is needed to reflect the additional $15.4 million of Shared Stadium Manager Expenses recognized. 5) As part of the settlement, the Stadium Authority agreed to recognize unpaid Operating and Management Expenses that were previously withheld. A budget amendment is needed to reflect the additional $139,000 in expenses related to the use of StadCo’s Tenant Improvements and $1.1 million in other expenses related to admin and lender fees, interest expenses, and other general and administrative expenses recognized.

A reduction to the Operating Reserve and Contingency Reserve (Shared Expenses) totaling $16.6 million and a reduction to the Debt Service Reserve of $1.2 million are recommended to offset the actions recommended above.

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

FISCAL IMPACT
As discussed, staff recommends several budget amendments as detailed in the table below:

Current Increase/
(Decrease)
Revised
Operating Fund
Revenues
Senior & Youth Program Fees $232,000 $3,975 $235,975
Total Revenue Adjustments $3,975
Expenses
Shared Stadium Manager Expenses $7,448,640 $15,403,455 $22,852,095 Senior & Youth Fees (paid to City) $232,000 $3,975 $235,975 Use of StadCo Tenant Improvements $26,000 $138,826 $164,826 Naming Rights Commission $88,000 $244 $88,244
Other Expenses $514,000 $1,050,804 $1,564,804
Total Expenditure Adjustments $16,597,304
Reserves
Operating Reserve $9,693,657 ($4,405,947) $5,287,710
Contingency Reserve (Shared Expenses) $13,089,463 ($12,187,382) $902,081 Total Reserve Adjustments $22,783,120 ($16,593,329) $6,189,791 City of Santa Clara Printed on 10/28/2022Page 4 of 6
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22-1084 Agenda Date: 11/1/2022
Current Increase/
(Decrease)
Revised
Operating Fund
Revenues
Senior & Youth Program Fees $232,000 $3,975 $235,975
Total Revenue Adjustments $3,975
Expenses
Shared Stadium Manager Expenses $7,448,640 $15,403,455 $22,852,095 Senior & Youth Fees (paid to City) $232,000 $3,975 $235,975 Use of StadCo Tenant Improvements $26,000 $138,826 $164,826 Naming Rights Commission $88,000 $244 $88,244
Other Expenses $514,000 $1,050,804 $1,564,804
Total Expenditure Adjustments $16,597,304
Reserves
Operating Reserve $9,693,657 ($4,405,947) $5,287,710
Contingency Reserve (Shared Expenses) $13,089,463 ($12,187,382) $902,081 Total Reserve Adjustments $22,783,120 ($16,593,329) $6,189,791 CurrentIncrease/ (Decrease)Revised
Debt Service Fund
Expenses
CFD Advance $483,000 $1,207,516 $1,690,516
Total Expenditure Adjustments $1,207,516
Reserves
Debt Service Reserve $11,536,235 ($1,207,516) $10,328,719 Total Reserve Adjustments $11,536,235 ($1,207,516) $10,328,719

COORDINATION
This report was coordinated with the Stadium Manager per section 4.6 of the Management Agreement as well as the Stadium Authority Counsel’s Office.

RECOMMENDATION

1. Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter and Fiscal Year Ending March 31, 2022;

2. Approve various FY 2021/22 Santa Clara Stadium Authority budget amendments based on actual year-end performance in the Operating Fund from reserves and recognizing additional fee revenues; and

3. Approve various FY 2021/22 Santa Clara Stadium Authority budget amendments based on City of Santa Clara Printed on 10/28/2022Page 5 of 6
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22-1084 Agenda Date: 11/1/2022
actual year-end performance in the Debt Service Fund from Debt Service Reserve.

Reviewed by: Kenn Lee, Treasurer
Approved by: Rajeev Batra, Executive Director

ATTACHMENTS

1. SCSA Financial Status Report for the Quarter and Fiscal Year Ending March 31, 2022 City of Santa Clara Printed on 10/28/2022Page 6 of 6
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SCSA
Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT
Quarter and Fiscal Year Ending
March 31, 2022
November 1, 2022
'=== WELCOME TO =e:aa
LEVI ' S · STADIUM
1 Table of Contents

Introduction .................................................................................................................................................. 2 NFL Events .................................................................................................................................................. 3 Non-NFL Events ......................................................................................................................................... 6 Discretionary Fund ................................................................................................................................... 10 Stadium Builder Licenses ....................................................................................................................... 10 Santa Clara Stadium Authority Budget Status Reports ...................................................................... 13 Operating Budget ................................................................................................................................. 13 Debt Service Budget ............................................................................................................................ 18 Capital Improvement Project Budget ................................................................................................ 22 City of Santa Clara Net General Fund Impact ..................................................................................... 24 Public Safety and Administrative Cost Reimbursement ................................................................. 24 Rents and Senior and Youth Fee ...................................................................................................... 24 Other Revenue Impacts ...................................................................................................................... 25 Glossary ..................................................................................................................................................... 26

2 Introduction
This Santa Clara Stadium Au thority (“Stadium Authority ”) Financial Status Report provides information covering the fourth quarter of the Stadium Authority’s 2021/22 fiscal year (FY) which ended on Marc h 31, 2022. Comparative data fr om prior fiscal years is also included.

In addition to these quarterl y reports, the Stadium Authorit y produces annual financial statements. The FY 2021/22 financial statements were audited by an external audit firm and presented to the Stadium Authority’s Audit Committee on September 30, 2022 and the Stadium Authority Board (“Board”) on Oc tober 18, 2022. Once presented to the Stadium Authority Board, the financial statements as well as this report are published on the Stadium Authority’s website.

The Stadium Authority also pr epares a detailed b udget prior to the beginning of each fiscal year. The FY 2021/22 budget was considered at a study session on March 9, 2021 and adopted by the Board on March 23, 2021.

Stadium Authority finances are structured so that the City of Santa Clara (City) is not liable for the debts or obligations of the Stadium Authority. All serv ices provided by the City, including administrative and public safety , to the Forty Niners Stadium Management Company, LLC (“ManagementCo”) or the Stadium Authority are fully reimbursed with Stadium Authority funds.

Methodology
Information provided in this report was based in part on documentation submitted by ManagementCo. Specifically, NFL and Non-NFL event statistics and financial information relating to Stadium Manager expenses ar e provided by ManagementCo. Stadium Authority staff is limited to a review of selected financial info rmation submitted by ManagementCo, including some source documentation for Non-NFL events with attendance greater than 25,000, submitted 45 days after each event. More detailed documents are received over 90 days after the close of the fiscal year. For all other financial information, a full detailed review and/or audit of source documentation has not been completed by the Stadium Authority for this report.

The Stadium Authority has cont racted with JS Held (formerl y Hagen, Streiff, Newton, & Oshiro), a forensic accounting firm, to review and evaluate Non-NFL event financial information from prior years, including source documentation. The report was discussed with the Board at the December 1, 2020 Stadium Authority Board meeting. The Stadium Authority is working with JS Held for the review of additional historical years.

The information provided reflects the best known and available at the time of the writing of this report and is subject to further re vision when the full body of records becomes available and review is complete. Consequent ly, the Board’s notation and filing of this report should not be considered an approval of the accuracy of the information in the report.

3 NFL Events
This section provides fiscal year to date and comparative data for NFL games categorized as pre-season and regular season games. In FY 2020/21, there were no fans present for the NFL games. The comparative data is based on the quarter ended March 31, 2020.

The San Francisco Forty-Niners (“49ers”) pl ayed a total of ten NFL games (two pre- season games and eight regular season games) at Levi’s
® Stadium as of March 31, 2022.

There was a total of 674,214 tickets sold to these NFL games, an average of 67,421 tickets per game. This is at approximately the same level as FY 2019/20. The ticket sales resulted in $9.8 million in NFL ticket surchar ge revenue (10% of ticket sales) to the Stadium Authority. The average NFL ticke t surcharge revenue was $981,000 per game in the current year which is up by $280,000 or 40% from the same period in FY 2019/20.

A total of $236,000 of Senior and Youth Program Fees, which is based on $0.35 per NFL ticket sold, were collected through the end of t he fourth quarter of the fiscal year. These fees were transferred to the City’s General Fund in support of such programs.

A total of 71,614 cars were parked in the permitted offsite parking lots generating $423,000 in offsite parking fees. The Tasman lot parking had a total of 4,449 parked cars and generated an additional $22,000 for the General Fund through the end of the fourth quarter of the fiscal year. The overall number of cars parked in the permitted offsite lots and the Tasman lots increased by 3% when compared to the same period in FY 2019/20.

There were $5.3 million of NFL event public safety costs in the current fiscal year which is an average of $503,000 per game. This is up from the FY 2019/20 average of $451,000 per game. Of the $5.3 million NF L event public safety costs, $3.7 million or 69.6% are direct City costs and $1.6 millio n or 30.4% are outside ag ency costs. Approximately $423,000 of the total NFL event publ ic safety costs were covered by the offsite parking fees that were collected and the remain ing $4.9 million were invoiced to the ManagementCo. ManagementCo, on behalf of StadC o, has paid all NFL public safety costs to the City, including certain disputed costs that were pai d under protest pursuant to the parties’ August 31, 2022 Stipulation to Stay of the public safety cost arbitration. It should be noted that costs differ depending on deployment needs for each event.

Statistics for the NFL games held at Levi’s
® Stadium in the 2021/22 fiscal year are shown
in Table 1 and comparative data from all seven years of operations can be found in Table

2. 4
Table 1

2021/22
08/14/21 08/29/21 09/26/21 10/03/21 10/24/21 11/07/21 11/15/21 11/28/21 12/19/21 01/02/22 YTD Total No. of Tickets Sold 63,172 68,258 68,021 67,016 64,768 67,398 66,659 69,572 69,682 69,668 674,214 NFL Ticket Surcharge 498,759 $ 551,632 $ 1,601,010$ 1,551,718 $ 865,536 $ 889,178 $ 1,128,298$ 901,571 $ 912,696 $ 908,611 $ 9,809,009$ Senior/Youth Program Fees 22,110 $ 23,890 $ 23,807 $ 23,456 $ 22,669 $ 23,589 $ 23,331 $ 24,350 $ 24,389 $ 24,384 $ 235,975$ Cars Parked at Offsite Lots 5,340 8,145 8,193 7,581 5,514 7,244 6,066 7,718 7,917 7,896 71,614 City Offsite Parking Fee 31,559 $ 48,137 $ 48,421 $ 44,804 $ 32,588 $ 42,812 $ 35,850 $ 45,613 $ 46,789 $ 46,665 $ 423,238$ Cars Parked on Tasman Lots 364 416 400 439 397 455 472 501 486 519 4,449 City Tasman Lot Parking Fee 1,820 $ 2,080 $ 2,000 $ 2,195 $ 1,985 $ 2,275 $ 2,360 $ 2,505 $ 2,430 $ 2,595 $ 22,245$ Stadium Public Safety Costs 555,609 $ 817,391 $ 482,191 $ 497,096 $ 444,785 $ 524,390 $ 483,650 $ 519,618 $ 494,051 $ 484,710 $ 5,303,491$ Less: Offsite Parking Fee Credit (31,559) $ (48,137) $ (48,421) $ (44,804) $ (32,588) $ (42,812) $ (35,850) $ (45,613) $ (46,789) $ (46,665) $ (423,238)$ Reimbursable Stadium Public Safety Costs 524,050$ 769,254 $ 433,770 $ 452,292 $ 412,197 $ 481,578 $ 447,800 $ 474,005 $ 447,262 $ 438,045 $ 4,880,253$ Amount Reimbursed 524,050 $ 769,254 $ 433,770 $ 452,292 $ 412,197 $ 481,578 $ 447,800 $ 474,005 $ 447,262 $ 438,045 $ 4,880,253$ Levi's® Stadium
2021/22 NFL Event Statistics
As of March 31, 2022
Game 1 vs
Chiefs
Game 2 vs
Raiders
Game 3 vs
Packers
Game 4 vs
Seahawks
Game 5 vs
Colts
Game 6 vs
Cardinals
Game 7 vs
Rams
Game 8 vs
Vikings
Game 9 vs
Falcons
Game 10 vs
Texans
5 Table 2

2014/15 Q4 2015/16 Q4 2016/17 Q4 2017/18 Q4 2018/19 Q4 2019/20 Q4 2020/21 Q4 2021/22 Q4 Total Total Total Total Total Total Total Total
No. of NFL Ev ents 10 10 10 10 10 12 5 10 No. of Tickets Sold 682,095 669,826 655,891 643,189 651,237 803,524 - 674,214 NFL Ticket Surcharge 8,366,290 $ 8,273,378 $ 8,175,462 $ 7,806,190 $ 8,076,510 $ 8,412,291 $ - $ 9,809,009$ Senior/Youth Program Fees 238,734 $ 234,439 $ 229,562 $ 225,116 $ 227,933 $ 250,000 $ - $ 235,975$ Cars Parked at Offsite Lots 90,024 57,166 67,740 54,107 56,390 81,401 - 71,614 City Offsite Parking Fee 442,918 $ 290,403 $ 354,958 $ 293,260 $ 317,476 $ 476,196 $ - $ 423,238$ Cars Parked on Tasman Lots 4,983 6,876 5,122 5,530 4,729 6,882 - 4,449 Cars Parked on Golf Course 23,306 20,090 - - - - - - City Tasman Lot and Golf Course Parking Fee 141,445$ 134,830 $ 25,610 $ 27,650 $ 23,645 $ 34,410 $ - $ 22,245$ Stadium Public Safety Costs 2,455,404 $ 2,437,902 $ 3,084,850 $ 2,633,295 $ 2,994,735 $ 5,416,926 $ 887,617 $ 5,303,491$ Golf Course Public Safety Costs 180,766 $ 81,210 $ - $ - $ - $ - $ - $ - $ Subtotal Event Public Safety Costs 2,636,170 $ 2,519,111 $ 3,084,850 $ 2,633,295 $ 2,994,735 $ 5,416,926 $ 887,617 $ 5,303,491$ Less: Offsite Parking Fee Credit (442,918) $ (290,403) $ (354,958) $ (293,260) $ (317,476) $ (476,196) $ - $ (423,238)$ Reimbursable Stadium Public Safety Costs 2,193,252$ 2,228,708 $ 2,729,892 $ 2,340,035 $ 2,677,259 $ 4,940,730 $ 887,617 $ 4,880,253$ Reimbursed by StadCo 1,437,848 $ 1,558,806 $ 1,556,550 $ 2,340,035 $ 2,677,259 $ 4,940,730 $ 887,617 $ 4,880,253$ Reimbursed by SCSA 755,404 $ 669,902 $ 1,173,342$ - $ - $ - $ - $ - $ Total Amount Reimbursed 2,193,252 $ 2,228,708 $ 2,729,892 $ 2,340,035 $ 2,677,259 $ 4,940,730 $ 887,617 $ 4,880,253$ Levi's
®
Stadium
Historical NFL Event Statistics
6 Non-NFL Events
This section provides annual and comparative data for N on-NFL Events categorized as events ranging from high school and colle ge football games, international soccer matches, concerts, wedding fairs, and specia l events. Due to the pandemic, there were no Non-NFL events held in FY 2021/22. Non-NFL events are expected to resume in FY 2022/23. In correlation with the no ticketed events being held, the City did not receive any revenue from cars parked at the permitted offsite parking lot.

The ManagementCo reports that there were 12 smaller s pecial events held at Levi’s ®
Stadium which is down by 67 events or 85% when compared to the same period in FY 2019/20. The reported attendance was 3,698 in FY 2021/22. Examples of these special events include corporate events of various si zes, weddings, holiday parties, high school dances, etc.

Total Non-NFL events public safety costs we re $99,000, a decrease of $1.6 million or 94%. As mentioned previously, the decrease in cost is due to the decrease in events being held in the current reporting period when compared to FY 2019/20.

Statistics for comparative data from all eight years of operations are shown in Table 3.

7 Table 3

2014/15 Q4 2015/16 Q4 2016/17 Q4 2017/18 Q4 2018/19 Q4 2019/20 Q4 2020/21 Q4 2021/22 Q4 Total Total Total Total Total Total Total Total
No. of non-NFL Ticketed Events 9 17 18 13 12 8 - - No. of Tickets Sold 377,312 629,004 582,349 384,282 332,600 183,874 - - Non-NFL Ticket Surcharge 1,431,540 $ 2,477,084 $ 2,329,396 $ 1,537,128 $ 1,330,400 $ 735,496 $ - $ - $ No. of Non-NFL Special Events 186 207 127 113 100 79 - 12 Non-NFL Special Event Attendees 62,357 105,997 49,151 62,917 35,676 33,535 - 3,698 Cars Parked at Offsite Lots 26,156 55,720 60,969 30,734 28,566 17,127 - - City Offsite Parking Fee 128,688 $ 278,704 $ 313,979 $ 165,149 $ 158,623 $ 98,547 $ - $ - $ Cars Parked on Golf Course 12,004 20,661 9,562 - - - - - City Golf Course Parking Fee 60,020 $ 103,305 $ 47,810 $ - $ - $ - $ - $ - $ Stadium Public Safety Costs 1,782,821$ 3,083,668 $ 3,207,507 $ 2,020,343 $ 2,421,914 $ 1,718,924 $ - $ 98,983$ Golf Course Public Safety Costs 76,462$ 119,842 $ 39,905 $ - $ - $ - $ - $ - $ Subtotal Event Public Safety Costs 1,859,283$ 3,203,510 $ 3,247,412 $ 2,020,343 $ 2,421,914 $ 1,718,924 $ - $ 98,983$ Less: Offsite Parking Fee Credit (128,688)$ (278,704) $ (313,979) $ (165,149) $ (158,623) $ (98,547) $ - $ - $ Reimbursable Public Safety Costs 1,730,595$ 2,924,805 $ 2,933,433 $ 1,855,194 $ 2,263,291 $ 1,620,377 $ - $ 98,983$ Amount Reimbursed 1,730,595 $ 2,924,805 $ 2,933,433 $ 1,855,194 $ 2,263,291 $ 1,620,377 $ - $ 98,983$ (1) Includes Non-NFL special events.

Levi's® Stadium
Historical Non-NFL Event Statistics(1)
8 Table 4 and 5 show Non-NFL net revenue by event type and event revenue and expenses by category. The inclusion of this information is to provide a greater level of transparency and provide the overall financial results of the Non-NFL events.

For FY 2021/22’s budget, the Stadium Manager initially estimated FY 2021/22 Non-NFL events to result in a net loss of $600,000 an d it was revised to a net loss of $551,000.

The year ended with a loss of $289,000, which includes ongoing operating costs, staffing costs and insurance. Stadium Authority staff is currently reviewing the supporting documentation provided. FY 20 21/22 Non-NFL events loss is attributable to Other Operating Expenses which are non-event specific ov erhead costs. The largest expenditures included $339,000 of catered events labor costs, consisting of employees responsible for managing special events at the stadium. Approximately $222,000 of the loss consisted of non-event specific staffing costs, consisting of labor costs from the general accounting, ticket operations, and business strategy departments.

Table 4

No. of
Events
Net
Revenue
Ticketed Events
Concerts 0 $ -
Sporting events:

Football (non-NFL) 0 -
Soccer 0 -
Miscellaneous (3) 0 9,018
Subtotal Ticketed Events 0 9,018 $
Subtotal Remaining Non-NFL Events (weddings, corporate events, etc.) 0 354,358 $ Subtotal Other Operating Expenses (2) (652,117)$
Total Non-NFL Net Revenue (Loss) 0 (288,741) $
Total Performance Rent paid to the General Fund (1) -$
(1) Performance Rent is calculated as 50% of the net revenue from Non-NFL events less performance-based credit of 50% of fixed ground rent
(2) Other Expenses not attributable to a specific event (3) Miscellaneous revenues from previously canceled events Event Type
Levi's® Stadium
Net Revenue (Loss) for Non-NFL Events
by Event Type
FY 2021/22 Quarter 4
9 Table 5

2021/22
YTD Total
REV ENUE:

Seating Bow l -$
Ticket M aster Fees -
Suites -
Food & Beverage 123,864
Par king -
Sponsorship -
Merchandise -
Miscellaneous(1) 1,109,092
Total Revenue 1,232,956 $
EXPENSE:

Public Safety/Security 16,122 $
Utilities/Solid Waste -
Parking (4,026)
Food & Beverage - Ticketed Events -
Food & Beverage - Special Events 702,023
Operations/Janitorial/Maintenance 36,078
Miscellaneous(2) 771,500
Total Expense 1,521,697 $
Total Non-NFL Net Revenue (Loss) (288,741) $
(1) Includes special event revenue such as corporate events, w eddings, holiday parties, etc. (2)Includes Labor Charges from Other Departments, rentals, fees & commissions, transportation, marketing, and other expenses
Levi's® Stadium
Non-NFL Event Results by Category
FY 2021/22 Quarter 4
10 Discretionary Fund
The Discretionary Fund is funded by rev enue equal to 50% of the Non-NFL Ticket Surcharge of $4 per ticket. Table 6 shows the revenues and expenses in the Discretionary Fund since FY 2014/15. The balance at the end of this reporting period was $2.3 million.

Table 6

Stadium Builder Licenses
The total principal value of currently active Stadium Bu ilder Licenses (“SBLs”) is $539.3 million and, as of March 31, 2022, 93.0% of the total pr incipal value of all SBLs sold ($501.4 million) had been collected.

SBL holders that finance their purchase pay an annual interest rate of 8.5% and payments are due by March 1
st each year. The majority of SBL holders make their payments on time. For those that do not pay on time, SBL service staff, working for ManagementCo on the Stadium Authority’s behalf, contact the SBL holders and attempt to collect the full amounts owed. Ultimately, an SBL can be def aulted for non-payment. Once an SBL is defaulted, the SBL holder in default loses their right to buy season tickets as well as their priority rights to tickets to Non-NFL Events, and forfeits any money they had invested in the SBL. Defaulted SBLs are then available for resale.

There is a total of 61,955 currently active SBLs, or 93.8% of the 66,066 total sellable SBL seats. This is an increase of 1,587 from the total active SBLs at the end of the prior fiscal year (March 31, 2021). The main reasons for the increase are due to sales of new SBLs and the net increase related to the customer seat relocation program offset by customer defaults. The customer seat relocation progra m allows customers to trade in their SBLs in return for others in a different location as long as the total face value of the new seats is equal to or greater than the original seats.

During the current reporting period, 1,936 SBLs were sold for a total face value of $13.2 million. The customer seat relocation program resulted in an increase of $1.8 million to the SBL face value, while netting 97 more SBLs. There were also 447 SBLs defaulted during the year with a total face value of $4.7 million.

Fiscal Year
Beginning
Balance Revenue Ex penses Endin g Balance
2014/15 - $ 715,770$ 714,028 $ 1,742 $ 2015/16 1,742 1,238,542 699,129 541,155 2016/17 541,155 1,164,698 1,209,342 496,511 2017/18 496,511 768,564 - 1,265,075 2018/19 1,265,075 796,294 101,267 1,960,102 2019/20 1,960,102 367,748 - 2,327,850 2020/21 2,327,850 - 18 2,327,832 2021/22 2,327,832 - (18) 2,327,850 Discretionary Fund - Accrual Basis
11 Additional details regarding currently active SBLs are noted in Table 7. 12 Table 7

SBL Seats
Available
SBL Seats Sold
as of 3/31/21
New SBL
Sales
Net SBL
Relocations
SBL
Defaults Other SBL Seats
Sold SBL Value SBL Collected % SBL Principal
Collected
100 100 - - - - 100 14,082,625$ 13,109,418 $ 93.1% 942 925 11 6 (14) - 928 74,240,000$ 71,467,447 $ 96.3% 2 2 - - - - 2 80,000$ 74,636 $ 93.3% 4,945 4,463 112 12 (38) - 4,549 136,470,000$ 129,176,789 $ 94.7% 3,475 2,852 68 1 (27) - 2,894 57,880,000$ 54,164,298 $ 93.6% 7 7 - - - - 7 105,000$ 95,780 $ 91.2% 2,162 2,166 57 5 (29) - 2,199 26,388,000$ 24,064,399 $ 91.2% 7 7 - - - - 7 70,000$ 66,122 $ 94.5% 20,652 20,547 348 88 (133) - 20,850 125,100,000$ 114,354,436 $ 91.4% 14,306 13,302 720 131 (117) 1 14,037 70,185,000$ 62,927,921 $ 89.7% 916 920 - 2 (3) - 919 3,676,000$ 3,568,103 $ 97.1% 91 91 - - - - 91 273,000$ 256,990 $ 94.1% 41 44 - - - - 44 110,000$ 104,814 $ 95.3% 18,387 14,907 620 (146) (85) - 15,296 30,592,000$ 27,984,284 $ 91.5% 33 35 - (2) (1) - 32 32,000$ 30,503 $ 95.3% 66,066 60,368 1,936 97 (447) 1 61,955 539,283,625$ 501,445,940 $ 93.0% Plus: Interest on financed SBLs 62,950,573
Total Principal & Interest 564,396,513
(1)
This table does not include $32.1 million that has been collected life-to-date from defaulted SBL holders. 1,000
5,000
4,000
3,000
2,500
2,000
Total
10,000
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1) Through March 31, 2022
Seat Value
141,392
80,000
40,000
30,000
20,000
15,000
12,000
6,000

13 Santa Clara Stadium Authority Budget Status Reports
Operating Budget

With Fiscal Year 2021/22 complete, total oper ating revenues for the current reporting period were $66.5 million repres enting 102% of the overall budget for revenues. As a reminder, there were no Non-NFL events being held at the Stadium due to the pandemic and therefore the Stadium Au thority did not receive any revenue related to event attendance. The revenue affected by the pandemic includes Non-NFL Event Revenue and Non-NFL Event Ticket Surcharge. The Stadi um Authority still collected NFL ticket surcharge, SBL proceeds, sponsorship revenue, Naming Rights revenue and rent. During the current reporting period, the Stadium Authority colle cted $27.3 million in SBL proceeds or 115% of what was budgeted. Stadium rent earned from StadCo totaled $24.7 million, an increase of $7.4 million.

Total operating expenses were $58.4 million, or 90% of the annual budget. The shared stadium manager expenses we re $22.9 million or 307% of what was budgeted. The increase was mainly due to litigation settl ement related to the stadium manager expenses. On August 31, 2022, the Stadium Authority entered into a settlement agreement with StadCo and ManagementCo over disputes regarding the Operating and Management Expenses, Shared Expenses, and Capital Expenditures that were previously withheld. As part of the settlement, the Stadium Authority agreed to recognize the $15.8 million of unpaid ManagementCo expenses along with the $426,000 interest expenses from the Revolving Loan. As a result, total shared stadium manager expenses increased by $15.4 million compared to the annual budget. Under the written settlement agreement, Stadium Manager's prior unauthorized payments of these unpaid expenses through the Revolving Loan are now treated as timely Stadiu m Authority payments, but without Stadium Authority agr eeing to Stadium Manager's ac tions or draws under the Revolving Loan.

SBL Sales & Service expenses were $1.8 m illion, or 51% of the annual budget. This is under budget due to the exclusion of $1.3 million of SBL buffet costs. These buffet costs were excluded from the settlement mentioned above, and the Stadium Authority does not recognize these expenses. The Stadium Authority pays for all utility costs from February 1 st through July 31st and the tenant (StadCo) pays for utility costs from August 1st through January 31st (Tenant Season). Utility expenses were $1.1 million, or 68% of the budget for the year. This is also under budget due to no ticketed Non-NFL events being held.

Other Expenses were $1.6 million, or 304% of the budget, due recognition of unpaid ManagementCo expenses that were previous ly partially suspended from payment, and also interest expenses from the Revolving Loan, which were resolved under the parties’ August 31, 2022 Settlement Agreement. Net Transfers out amounted to $27.0 million and, lastly, Stadium Authority G&A costs were $2.9 million or 57% of the budget.

Overall, the Stadium Authority operating fund ended the year with a fund balance of $38.9 million; included in that am ount is an $12.3 million operating reserve and a $2.3 million discretionary fund.

14 Additional details are shown in Table 8.
15 Table 8
Budget to Budget to
Final Q 1Q 2Q 3Q 4 Y TDA ctual % F inal YTD A ctual %
Budget Actuals Actuals Actuals Actuals Actuals Difference Received Budget Actuals Difference Received Resources
Revenues
NFL Ticket Surcharge 8,665,000$ -$ 2,651,401$ 6,248,997$ 908,611$ 9,809,009$ (1,144,009)$ 113% -$ -$ -$ NA SBL Proceeds 23,682,000 - 11,577,075 3,814,026 11,888,315 27,279,416 (3,597,416) 115% 24,934,279 24,934,279 - 100% Interest 56,000 4,659 4,934 5,354 9,746 24,693 31,307 44% 896,000 31,645 864,355 4% Non-NFL Event Revenue - - - - - - - NA - - - NA Net Revenues from Non-NFL Events - - - - - - - NA - - - NA Naming Rights 7,165,000 - 3,529,738 - - 3,529,738 3,635,262 49% 6,957,000 6,956,668 332 100% Sponsorship Revenue (STR) 325,000 81,250 81,250 81,250 99,676 343,426 (18,426) 106% 392,000 325,000 67,000 83% Rent 24,762,000 6,741,100 6,190,500 6,190,500 5,639,900 24,762,000 - 100% 17,333,400 17,333,400 - 100% Senior & Youth Program Fees 232,000 - 69,808 141,783 24,384 235,975 (3,975) 102% - - - NA Non-NFL Event Ticket Surcharge 150,000 - - - - - 150,000 0% - - - NA Bay Area Host Committee Reimbursement - - - - - - - NA 727 727 0 100% Other Revenue - - - - 550,600 550,600 (550,600) NA - 26,430 (26,430) NA Revenues Subtotal 65,037,000$ 6,827,009$ 24,104,706$ 16,481,910$ 19,121,231$ 66,534,856$ (1,497,856)$ 102% 50,513,406$ 49,608,149$ 905,257$ 98% Total Resources 65,037,000$ 6,827,009$ 24,104,706$ 16,481,910$ 19,121,231$ 66,534,856$ (1,497,856)$ 102% 50,513,406$ 49,608,149$ 905,257$ 98% Budget to Budget to
Final Q1 Q2 Q3 Q4 YTD Actual Final YTD Actual
Budget Actuals Actuals Actuals Actuals Actuals Difference % Used Budget Actuals Difference % Used Expenses
Shared Stadium Manager Expenses
Stadium Operations 1,681,393$ 386,890$ 640,618$ 410,934$ 7,011,821$ 8,450,263$ (6,768,870)$ 503% -$ (851,589)$ 851,589$ NA Engineering 1,543,240 314,610 546,060 409,545 3,811,707 5,081,922 (3,538,682) 329% - 408,194 (408,194) NA Guest Services 304,134 49,445 85,820 64,365 1,038,323 1,237,953 (933,819) 407% - (221,124) 221,124 NA Groundskeeping 93,809 19,125 33,200 24,900 559,430 636,655 ( 542,846) 679% - (121,267) 121,267 NA Security 378,652 77,190 133,980 100,485 2,953,318 3,264,973 (2,886,321) 862% - 102,175 (102,175) NA Procurement 311,412 - 51,902 155,706 51,902 259,510 51,902 83% - - - NA Insurance 3,136,000 784,045 894,044 400,000 1,126,090 3,204,179 (68,179) 102% 3,045,000 3,098,982 (53,982) 102% Stadium Management Fee - - - - 716,640 716,640 (716,640) NA - - - NA Shared Stadium Mngr Exps Subtotal 7,448,640$ 1,631,305$ 2,385,624$ 1,565,935$ 17,269,231$ 22,852,095$ (15,403,455)$ 307% 3,045,000$ 2,415,371$ 629,629$ 79% Other Expenses
SBL Sales and Serv ice 3,448,000$ 540,000$ 720,000$ 540,000$ (46,549)$ 1,753,451$ 1,694,549$ 51% 1,967,000$ 913,471$ 1,053,529$ 46% Senior & Youth Fees (paid to City) 232,000 - 93,263 118,328 24,384 235,975 (3,975) 102% - - - NA Net Non-NFL Event Loss 600,000 - - - 288,741 288,741 311,259 48% 600,000 509,649 90,351 85% Ground Rent (paid to City) 425,000 - 425,000 - - 425,000 - 100% 390,000 390,000 - 100% Performance Rent (paid to City) - - - - - - - NA - - - NA Discretionary Fund Expense 250,000 - - - - - 250,000 0% - - - NA Utilities 1,586,000 370,500 125,000 - 583,733 1,079,233 506,767 68% 1,264,000 695,999 568,001 55% Use of StadCo Tenant Improvements 26,000 - 1,353 1,353 162,120 164,826 (138,826) 634% - - - NA Stadium Authority G&A 5,115,000 580,570 681,991 844,088 816,937 2,923,587 2,191,413 57% 3,581,000 2,792,128 788,872 78% Naming Rights Commission 88,000 44,122 - 44,122 - 88,244 (244) 100% 30,000 29,782 218 99% Legal Contingency 3,684,360 - - - - - 3,684,360 0% - - - NA Other Expenses 514,000 - - 149,500 1,415,304 1,564,804 (1,050,804) 304% 913,000 (73,476) 986,476 -8% College Football Playoff Expense - - - - - - NA 727 727 0 100% Transfers Out 41,262,000 - 13,716,691 12,144,192 1,170,927 27,031,810 14,230,190 66% 42,847,000 58,497,780 (15,650,780) 137% Contribution to Operating Reserve - - - - - - - NA 348,000 - 348,000 0% Other Expenses Subtotal 57,230,360$ 1,535,192$ 15,763,299$ 13,841,583$ 4,415,597$ 35,555,671$ 21,674,689$ 62% 51,940,727$ 63,756,060$ (11,815,333)$ 123% Total Expenses 64,679,000$ 3,166,497$ 18,148,923$ 15,407,518$ 21,684,827$ 58,407,765$ 6,271,235$ 90% 54,985,727$ 66,171,431$ (11,185,704)$ 120% Operating Reserve 9,693,657$ 12,301,659$ 11,593,270$ 11,592,741$ Discretionary Fund 2,327,850$ 2,327,850$ 2,302,075$ 2,327,850$ Operating Budget Status Report
For the Period Ending March 31, 2022 and 2021
Period Ending March 31, 2022 Period Ending March 31, 2021 Santa Clara Stadium Authority
---------------- ========================================================================================== ============================================= 16 Operating Budget – Recommended Budget Amendments

From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. As of the timing of the publication of this report, additional information from FY 2021/22 has resulted in recommended budget adjustments as follows:

1) Senior and Youth Program Fees (based on $0.35 per NFL game ticket) came in higher than anticipated by $4,000. A budget amendment is needed to reflect the increase in the payment to the city’s General Fund as well as the revenue to the Stadium Authority.

2) Naming Rights Commission came in high er than anticipated by $244, and staff is requesting an operating bud get amendment to acco unt for the additional commission expense incurred.

The following budget adjustments are request as a result of the settlement agreement:

3) As part of the settlement, the Stadi um Authority agreed to recognize unpaid Shared Stadium Manager Expenses that were previously withheld. A budget amendment is needed to reflect the additi onal $15.4 million of Shared Stadium Manager Expenses recognized.

4) As part of the settlement, the Stadi um Authority agreed to recognize unpaid Operating and Management Expens es that were previously withheld. A budget amendment is needed to reflect the additional $139,000 in expenses related to the use of StadCo’s Tenant Improvements and $1.1 million in other expenses related to admin and lender fees, interest expenses, and other general and administrative expenses recognized.

A reduction to the Operati ng Reserve of $244 is recomm ended to offset the actions recommended above.

Details regarding the operating budget adjustment are shown in Table 9.

17 Table 9

Adopted Amended Final Amended
Budget Budget Adjustments Budget
Resources
Revenues
NFL Ticket Surcharge 8,665,000 $ - $ - $ 8,665,000$ SBL Proceeds 23,682,000 - - 23,682,000 Interest 56,000 - - 56,000 Non-NFL Event Revenue - - - - Naming Rights 7,165,000 - - 7,165,000 Sponsorship Revenue (STR) 325,000 - - 325,000 Rent 24,762,000 - - 24,762,000 Senior & Youth Program Fees 232,000 - 3,975 235,975 Non-NFL Event Ticket Surcharge 150,000 - - 150,000 Bay Area Host Committee Reimbursement - - - - Other Revenue - - - - Revenues Subtotal 65,037,000 $ - $ 3,975$ 65,040,975$ Net Transfers - -
Total Resources 65,037,000 $ - $ 3,975$ 65,040,975$ Adopted Amended Final Amended
Budget Budget Adjustments Budget
Expenses
Shared Stadium Manager Expenses
Stadium Operations - $ 1,681,393$ 6,768,870 $ 8,450,263 $ Engineering - 1,543,240 3,538,682 5,081,922 Guest Services - 304,134 933,819 1,237,953 Groundskeeping - 93,809 542,846 636,655 Security - 378,652 2,886,321 3,264,973 Procurement 311,412 (51,902) 259,510 Insurance 3,136,000 - 68,179 3,204,179 Stadium Management Fee - - 716,640 716,640 Shared Stadium Mngr Exps Subtotal 3,136,000$ 4,312,640 $ 15,403,455 $ 22,852,095 $ Other Operating Expenses
SBL Sales and Service 3,448,000 $ - $ - $ 3,448,000$ Senior & Youth Fees (paid to City) 232,000 - 3,975 235,975 Non-NFL Event Expense 600,000 - - 600,000 Ground Rent (paid to City) 425,000 - - 425,000 Performance Rent (paid to City) - - - - Discretionary Fund Expense 250,000 - - 250,000 Utilities 1,586,000 - - 1,586,000 Use of StadCo Tenant Improvements 26,000 - 138,826 164,826 Stadium Authority G&A 5,115,000 - - 5,115,000 Naming Rights Commission 88,000 - 244 88,244 Legal Contingency 8,123,000 (4,438,640) (3,684,360) - College Football Playoff Expense - - - - Other Expenses 388,000 126,000 1,050,804 1,564,804 Transfers Out 41,262,000 - (12,908,725) 28,353,275 Contribution to Operating Reserve - - - - Other Operating Expenses Subtotal 61,543,000$ (4,312,640) $ (15,399,236)$ 41,831,124 $ Total Expenses 64,679,000 $ - $ 4,219$ 64,683,219$ Operating Reserve 9,693,657 $ (244) $ 9,693,413$ Discretionary Fund 2,327,850 $ 2,327,850 $
2021/22 Fiscal Year
Santa Clara Stadium Authority
2021/22 Operating Budget Adjustment
18 Debt Service Budget
The Stadium Authority’s FY 2021/22 debt service revenue budget of $483,000 represents anticipated contributions from the Community Facilities Distr ict (CFD). The CFD levies and collects a special hotel tax on hotel room s within the CFD. All collections from the special CFD hotel taxes are contributed to Stadium Authority to pay down the CFD Advance. The CFD Advance is payable solely from amounts actua lly received by the Stadium Authority fr om the CFD. During the current fiscal year, $1.1 million was contributed by the CFD, or 225% of the annual budget. The primary reason CFD collections have increased is due to the recovery from COVID-19 pandemic. Other Debt revenues include transfers in from the operat ing fund, which amo unted to $23.3 million or 62% of the budget.

Total Stadium Authority debt service expenses for the cu rrent reporting period were $31.8 million, 84% of the budgeted amount. Actual expenses for the StadCo Subordinate Loan were under budget due to excess cash di version to pay off the outstanding Revolving Loan balance at year-end. The debt service expenses for the CFD Advance, the Term A Loan, and the StadC o Subordinated Loan were $1. 7 million, $25.5 million, and $4.6 million, respectively.

The Stadium Authority debt service fund ended the current period with a fund balance of $26.7 million which includes $1 1.5 million in the debt service reserve account. The remaining is reserved for future debt payments.

As of March 31, 2022, the total outstanding amount of Stadium Authority debt had declined to $280.3 million. This is a reduction in principal of $16.5 million from the March 31, 2021 outstanding debt amount of $296.8 million. Overall, each loan has been paid down with the exception of the StadCo CFD Advance, which has increased by $871,610. The reason is because there were not enough contributions from the CFD to pay down the interest amounts incurred for t he fiscal year, and theref ore, the interest amounts has been capitalized to the principal loan balance.

Additional details are shown in Tables 10 and 11 and Chart 1. 19 Table 10

Budget to Budget to
Final Q1 Q2 Q3 Q4 YTD Actual Final YTD Actual
Budget Actuals Actuals Actuals Actuals Actuals Difference % Received Budget Actuals Difference % Received Resources
Revenues
Contribution from CFD 483,000 $ 158,418 $ 257,517 $ 126,862 $ 542,777 $ 1,085,574 $ (602,574) $ 225% 4,028,000 $ 282,021 $ 3,745,979 $ 7% Revenues Subtotal 483,000 $ 158,418 $ 257,517 $ 126,862 $ 542,777 $ 1,085,574 $ (602,574) $ 225% 4,028,000 $ 282,021 $ 3,745,979 $ 7% Net Transfers from Operating 37,572,000 - 13,716,691 12,144,192 (2,518,695) 23,342,188 14,229,812 62% 39,265,000 53,756,348 (14,491,348) 137% Contribution from Fund Balance - 17,479,851 (10,353,307) (8,650,152) 8,919,033 7,395,425 (7,395,425) NA - (9,275,332) 9,275,332 NA Total Resources 38,055,000 $ 17,638,270 $ 3,620,901 $ 3,620,902 $ 6,943,114 $ 31,823,187 $ 6,231,813 $ 84% 43,293,000 $ 44,763,038 $ (1,470,038) $ 103% Budget to Budget to
Final Q1 Q2 Q3 Q4 YTD Actual Final YTD Actual
Budget Actuals Actuals Actuals Actuals Actuals Difference % Used Budget Actuals Difference % Used Expenses
CFD Advance 483,000 $ 421,471 $ 426,103 $ 426,103 $ 416,840 $ 1,690,516 $ (1,207,516)$ 350% 3,989,000 $ 2,015,931 $ 1,973,069 $ 51% Term A Loan 25,529,000 16,898,728 2,876,728 2,876,728 2,876,728 25,528,912 88 100% 25,562,000 25,562,012 (12) 100% StadCo Subordinated Loan 12,043,000 318,071 318,071 318,071 3,649,547 4,603,759 7,439,241 38% 13,742,000 17,185,095 (3,443,095) 125% Total Expenses 38,055,000 $ 17,638,270 $ 3,620,901 $ 3,620,901 $ 6,943,114 $ 31,823,187 $ 6,231,813 $ 84% 43,293,000 $ 44,763,038 $ (1,470,038) $ 103% Debt Service Reserve 11,536,235 $ 11,536,235$ 11,536,235 $ 11,536,235 $ Debt Service Budget Status Report
For the Period Ending March 31, 2022 and 2021
Period Ending March 31, 2022 Period Ending March 31, 2021 Santa Clara Stadium Authority
20 Table 11

Chart 1

Type of Indebtedness
Interest
Rates
Outstanding as of
March 31, 2021 Net Change
Outstanding as of
March 31, 2022
Stadium Funding Trust Loan:

Term A Loan 5.00% 244,160,240 $ (14,022,001) $ 230,138,239 $ StadCo CFD Advance 5.73% 29,502,893 871,610 30,374,503 StadCo Subordinated Loan 5.50% 23,132,426 (3,331,476) 19,800,950 Total $ 296,795,559 $ (16,481,867) $ 280,313,692 For the Period Ending March 31, 2022
Santa Clara Stadium Authority
Debt Summary Report
$700
$600
$500
$400
$300
$200
$100
$-
Mar 2012
Total Outstanding Debt (in millions)
$653 .4
Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022 ■ Construction Loan
■ Term A Loan
■ StadCo Agency Advance ■ Term B Loan
■ StadCo CFD Advance ■ StadCo Subordinated Loan
21 Debt Service Budget – Recommended Budget Amendments

From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the St adium Authority Budget. CFD Advance interest expenses incurred for the fiscal year exceeded the antic ipated contributions by $1.2 million, and staff is requesting a debt service budget amendment to account for the additional interest expense incurred.

A reduction to the Debt Service Reserve in the amount of $1.2 million is recommended to offset the recommendation above.

Details regarding the debt service budget adjustment are show in Table 12.

Table 12

Final
Adopted Amended Amended
Budget Budget Adjustments Budget
Resources
Revenues
Contribution from CFD 483,000 $ - $ - $ 483,000$ Revenues Subtotal 483,000 $ - $ - $ 483,000$ Transfers in from Operating 37,572,000 - - 37,572,000 Contribution from Fund Balance - - - - Total Resources 38,055,000 $ - $ - $ 38,055,000$ Final
Adopted Amended Amended
Budget Budget Adjustments Budget
Expenses
CFD Advance 483,000 $ - $ 1,207,516$ 1,690,516 $ Term A Loan 25,529,000 - - 25,529,000 StadCo Subordinated Loan 12,043,000 - - 12,043,000 Total Expenses 38,055,000 $ - $ 1,207,516$ 39,262,516 $ Debt Service Reserve 11,536,235 $ - $ (1,207,516)$ 10,328,719 $ Santa Clara Stadium Authority
2021/22 Debt Service Budget Adjustment
2021/22 Fiscal Year
22 Capital Improvement Project Budget
As part of the Capital Expense (“CapEx”) Plan, the following projects have been completed as of the current reporting period:

 Stadium and Special Event Spaces
 Surveillance - Command Center Equipment
 CCTV Pop Up Trailers
 Security X-Ray Scanners
 Security and Life Safety Partitions/Dividers
 Tunnel Slip and Fall Protection
 Levi's Naming Rights Signage Repair
 Key Management System
 RadHalo Remote Radiation Monitors
 Rigaku CWL 1064nm Handheld Ra man Chemical Detector
 Tru Defender FTX S1 WMD Chemical Detector
 Vehicle upfits for John Deere Gator
 Mass Casualty Incident Trailer
 Rope Rescue Gear Including Storage Container
 Stadium Personal Protective Equipment

The following CapEx projects were currently in progress at the end of the fiscal year:

 Financial Management Information System Project

A total of $1,494,305 has been spent in FY 2021/22, which amounts to 10% of the budget.

The main reasons that this is below budget are (1) there has been little activity on warranty work which makes up 10% of the CIP Budget, (2) delays in projects due to staffing shortage from the contractors as a result of COVID-19, and (3) a number of projects are behind schedule due to compliance reviews of State procurement and prevailing wage laws.

On August 31, 2022, the Stadium Authorit y entered into a settlement agreement with StadCo and ManagementCo over disputes regarding the Operating and Management Expenses, Shared Expenses, and Capital Expenditures that were previously withheld. As part of the settlement, in regards to Capi tal Expenditures, the Stadium Authority agreed to discontinue the current practice of withholding payment for Capital Expenditures subject to the review and approval of the prevailing wage docum entation by Stadium Authority’s labor law compliance consul tant. Under the Se ttlement Agreement, ManagementCo further confirmed its obligation to comply with applicable laws, including Prevailing Wage Laws, and ManagementCo also implemented its new internal Prevailing Wage Laws compliance policy and procedures. Accordingly, the Stadium Authority will process the invoice payments as they come in.

Additional details are shown below in Table 13.

23 Table 13

Budget to Budget to
Final Q1 Q2 Q3 Q4 YTD Actual Final YTD Actual
Budget Actuals Actuals Actuals Actuals Actuals Difference % Received Budget Actuals Difference % Received Beginning Balances 19,438,420 $ 20,805,741 $ 20,779,512 $ 20,388,556 $ 20,007,474 $ 20,805,741 $ (1,367,321) $ 17,837,300 $ 17,010,611 $ 826,689 Resources
3,690,000 - - - 3,689,622 3,689,622 378 100% 3,582,000 4,741,431 (1,159,431) 132% - - - - - - - NA - - - NA Total Resources 23,128,420 $ 20,805,741 $ 20,779,512 $ 20,388,556 $ 23,697,096 $ 24,495,363 $ (1,366,943) $ 106% 21,419,300 $ 21,752,042 $ (332,742) $ 102% Budget to Budget to
Final Q1 Q2 Q3 Q4 YTD Actual Final YTD Actual
Budget Actuals Actuals Actuals Actuals Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 7,116,470 - 324,661 24,808 408,016 757,485 6,358,985 11% 4,725,327 235,542 4,489,785 5% Equipment 6,120,110 26,229 66,294 356,274 288,022 736,820 5,383,290 12.0% 6,460,557 710,759 5,749,798 11% Contingency 623,935 - - - - - 623,935 0% 559,296 - 559,296 0% Stadium Warranty Related Construction 1,528,202 - - - - - 1,528,202 0% 1,528,202 - 1,528,202 0% Total Expenses 15,388,717 $ 26,229 $ 390,956 $ 381,082 $ 696,038 $ 1,494,305$ 13,894,412 $ 9.7% 13,273,382 $ 946,301 $ 12,327,081$ 7% Ending Balances 7,739,703 $ 20,779,512 $ 20,388,556 $ 20,007,474 $ 23,001,058 $ 23,001,058 $ 8,145,918 $ 20,805,741 $ Transfers In from Stadium Manager
CIP Budget Status Report
Transfers In from Operating Budget
For the Period Ending March 31, 2022 and 2021
Period Ending March 31, 2022 Period Ending March 31, 2021 Santa Clara Stadium Authority

24 City of Santa Clara Net General Fund Impact
During the current reporting per iod there was a total of $1 ,136,722 that was contributed to the General Fund as shown in Table 14. This section of the report also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Table 14

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and Non- NFL Events are tracked and billed to t he Stadium Manager. Reimbursements are monitored and included in this report. Public safety costs incurred in support of NFL and Non-NFL events occurring in FY 2021/22 totaled $5,303,491 and $98,983, respectively.

Public safety costs continue to be above th e annual public safety cap. The Stadium Authority is in discussion with StadCo to renegotiate the annual public safety cap to reflect the true cost of service, which is higher than the c ap. It is one of th e outstanding claims that are currently under litigation with StadCo. As of March 31, 2022, ManagementCo, on behalf of StadCo, has paid all NFL public safety costs under protest with the pending public safety cost arbitration.

In addition to public safety costs, administrat ive costs are also tracked and billed to the Stadium Authority. These incl ude the cost of providing overall stadium management, financial, human resource, legal, and other serv ices to the Stadium Authority. In FY 2021/22, a total of $1.6 million of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Rents and Senior and Youth Fee
As noted above the City’s General Fund colle cted $425,000 in gro und rent from the Stadium Authority. Additionally, the City’s General Fund received Senior and Youth fees of $236,000 in the curr ent reporting period. See the Gl ossary for more information on these revenues and how they are calculated.

Ground Rent 425,000 $
Performance Rent -
Senior and Youth Program Fees 235,975
Tasman Lots Parking Fee 22,245
Sales Tax 453,502
Total Net General Fund Impact 1,136,722 $
City of Santa Clara
Net General Fund Impact
For Stadium Authority Fiscal Year Ending March 31, 2022 25 Other Revenue Impacts
General Fund sales tax, property tax, and transient occupancy tax (TOT) collections have benefited from the direct and indirect economic activity related to stadium events.

Food and beverage concession sales and merchandise sales at Levi’s ® Stadium are
taxable, resulting in sales tax revenue for the City. The last four quarters of sales tax collections from Levi’s® Stadium transactions generated $454,000 for the City’s General Fund. It should be noted that there is a lag in the collection of sales tax and the amount attributable to this reporting period was collected in from FY 2020/21 activity. In addition to the direct sellers at the Stadium, other businesses in S anta Clara are benefiting from the influx of people coming to attend one or more events at Levi’s® Stadium, resulting in potentially more sales tax collections for the General Fund.

In accordance with State Law, StadCo must pay possessory interest property tax based on their lease of Levi’s
® Stadium from the Stadium Authority. This revenue is collected by the county and placed into the Redevelopm ent Property Tax Trust Fund (RPTTF).

Amounts remaining in the RPTTF after payi ng any enforceable obligations of the Successor Agency are distributed to taxing ent ities in the same proportion as secured property taxes. The City’s proportion is approximately 10%.

Many stadium events bring travelers to the region, resulting in hotel stays which generate TOT collections for the City’s General Fund. Although it is impossible to say exactly what portion of the City’s TOT collections is due to the stadium, it is clear that hotels both inside and outside the City have benefited, resulting in increases in TOT collections in Santa Clara and our neighboring cities.

26 Glossary
This section of the report prov ides details behind key terms that are used in the body of this report.

Discretionary Fund – The Amended and Restated Stadium Lease Agreement describes the Non-NFL Event ticket surcharge which is imposed by the Stadi um Authority. All promotors or sponsors of ti cketed Non-NFL Events are requi red to collect a Non-NFL ticket surcharge of $4 per ticket on behalf of t he Stadium Authority. One-half of these proceeds are used to cover Stadium Aut hority operating and maintenance costs. The other one-half of the proceeds are deposited in the Stadium Authority’s discretionary fund.

If at any time the discretionary fund balance exceeds $1 million, then in consultation with the Stadium Manager, t he Stadium Authority will determi ne if provision has been made for replacement and improvement of capital improvements contemplated under the public safety plan. If not, then funds will be reserved in the discretionary fund for such purposes.

If adequate provision has been made for these items and the balance of the discretionary fund still exceeds $1 million, then up to hal f of the amount over $1 million can be transferred to the General Fund, in which event an equal amount will also be transferred from the discretionary fund to the Stadium Authority operating fund and will be included as revenue available to pay Stadium Authority expenses.

Ground Lease – The Ground Lease Agreement has an initial term of 40 years commencing on the date of substantial completion which was July 31, 2014. The amount of annual base ground rent that is payable by the Stadium Au thority to the City is noted in the chart below.

Net Non-NFL Event Revenue – Net Non-NFL Event revenue is remitted by ManagmentCo to the Stadium Authority on a yearly basis. This is done annually because the final reconciliation of the Non-NFL Event revenues and expenses does not occur until after the conclusion of each fiscal year.

Lease Year Fiscal Year
Annual Fixed
Ground Rent
1 2014/15 180,000 $
2 2015/16 215,000 $
3 2016/17 250,000 $
4 2017/18 285,000 $
5 2018/19 320,000 $
6 2019/20 355,000 $
7 2020/21 390,000 $
8 2021/22 425,000 $
9 2022/23 460,000 $
10 2023/24 495,000 $
11-15 2024/25 - 2028/29 1,000,000$
16-20 2029/30 - 2033/34 1,100,000$
21-25 2034/35 - 2038/39 1,200,000$
26-30 2039/40 - 2043/44 1,300,000$
31-35 2044/45 - 2048/49 1,400,000$
36-40 2049/50 - 2053/54 1,500,000$
27 Beginning with FY 2018/19, the Stadium Authority budgeted the Non-NFL Event activity at gross, budgeting for revenue and expenses s eparately. In the prior fiscal years that activity was budgeted as a net amount.

NFL Ticket Surcharge – The Amended and Restated Non-Relocation Agreement states that the Team will collect a 10% NFL ticket surcharge on the price of admission to all NFL games on behalf of Stadium Authority.

Non-NFL Event Ticket Surcharge – The Stadium Lease Agreem ent requires that the promoter or sponsor of any Non-NFL Event collect a Non-NFL Event ticket surcharge of $4 per ticket. The Lease Agreement sets aside one-half of the Non-NFL ticket surcharge for stadium operating and maintenance costs and one-half for discretionary expenses of the Stadium Authority.

Offsite Parking Fees – Parking lot operators who wish to operate a parking lot for sports or entertainment venues are required to go through the Cit y’s permitting process. If approved, per the City’s Municipal Fee Schedule, these operators remit an offsite parking fee for each car that is parked for sports or entertainment events. This fee is designed to recover the public safety costs associated with these permitted offsite parking lots.

Therefore, when invoicing for NFL or Non-NFL public safety costs for a particular event held at Levi’s® Stadium, the offsite parking fee that is collected for said event partly offsets the total public safety costs owed for that event. In the City’s FY 2021/22 (July 1, 2021 through June 30, 2022) the offsite parking fee is $5.91.

Performance-Based Rent - The Amended and Restated Stadium Lease Agreement and the Ground Lease Agreement both describe the performance-bas ed rent that is due to the City. (It is calculated as 50% of t he net income from Non-NFL events less performance-based rent credits. The performance-based rent credits include 50% of the fixed ground rent for the current lease year.)

Public Safety Costs – For each NFL and Non-NFL Event held at Levi’s ® Stadium, a
public safety plan is developed and implem ented. Multiple City departments provide staffing, materials, and supplies to support t he public safety plan. Services are provided through a combination of City staff, contracts with other agencies (California Highway Patrol, County Sheriff’s Office, and City of Sunnyvale) and some vendor provided services.

The Amended and Restated Stadium Lease Agreement section 7.5 states that the tenant is responsible for reimbursing the City for the public safety costs attributed to NFL events at Levi’s
® Stadium. Additionally, Article 5 of the Stadium Management Agreement notes that the Stadium Manager is responsible for paying Non-NFL Event expenses on behalf of the Stadium Authority. Ther efore, the cost of providing public safety services are tracked through the City’s financial system and invoices are sent to the Stadium Manager.

All of these costs are reimbursed to the City of Santa Clara.

28 Senior and Youth Program Fees – The Amended and Restated Stadium Lease Agreement requires that StadCo collect a S enior and Youth Progra m Fee of $0.35 per NFL ticket sold on behalf of the Stadium Aut hority. Per section 8.2 of the Ground Lease Agreement between the City and the Stadium Authority, the Stadium Authority remits this fee to the City as additional rent to support senior and youth programs in the City.

Stadium Management Fee – The Stadium Manager re ceives an annual base management fee to manage Levi’s® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually as detailed in the table below. This annual base management fee is split 50/50 between StadCo and the Stadium Authority since the Stadium Manager manages the stadium year-r ound for both entities. In addition to the base management fee, the Stad ium Manager also receives a stadium marketing and booking fee (incentive fee) wh ich is based on a percentage of the amount that the net income from Non-NFL Events exceeds the marketing and booking f ee benchmark. The marketing and booking fee benchm ark was $5 million in the first lease year and also increases by 3% annually as detailed in t he table below. The annual stadium management fee for each of the first ten lease years are noted in the chart below.

Tasman Lots Parking Fees – The City collects a fee of $5 per space for all cars that are parked on the Tasman surface lots during NFL events.

Fiscal
Year
Lease
Year
Annual
Base
Stadium
Management
Fee (SCSA
Share)
Stadium
Marketing
and Booking
Fee
Benchmark
Net Income
from Non-
NFL Events
Additional
Stadium
Marketing
and Booking
Fee
Total
Stadium
Management
Fee
2014/15 1 200,000 $ 5,000,000$ 5,207,553 $ 10,378 $ 210,378 $ 2015/16 2 206,000 5,150,000 6,079,016 46,451 252,451 2016/17 3 212,180 5,304,500 5,316,894 620 212,800 2017/18 4 218,545 5,463,635 5,163,329 - 218,545 2018/19 5 225,102 5,627,544 18,591 - 225,102 2019/20 6 231,855 5,796,370 (2,741,014) - 231,855 2020/21 7 238,810 5,970,261 (476,960) - 238,810 2021/22 8 245,975 6,149,369 (288,741) - 245,975 2022/23 9 253,354 6,333,850
2023/24 10 260,955 6,523,866
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1253 Agenda Date: 11/1/2022

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Amendments to Agreements for the Financial Management System for the Stadium Authority

COUNCIL PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
On October 13, 2020, the Stadium Authority Board (Board) authorized the Executive Director to execute agreements with Armanino, LLP and InTWO, Inc. (formerly SaaSplaza, Inc.) for the purchase and implementation of Microsoft Dynamics Great Plains (Great Plains), the Stadium’s Financial Management System (FMS). Both vendors were originally selected through a competitive procurement process. Armanino is the software integrator, and InTWO is the provider of Great Plains and cloud/hosting services.

The FMS implementation project kicked off on November 20, 2021 with participation from both Stadium Manager and Stadium Authority staff. As part of the project deliverables, Armanino developed a business process roadmap for the project and assisted in the implementation of Great Plains. Armanino also recommended the Stadium Authority to operate Great Plains on an independent database structure and upgrade the database environment to a more recent version. On April 19, 2022, the team successfully went live with the new Great Plains instance hosted by InTWO.

DISCUSSION
Amendment No. 1 to the Agreement with Armanino, LLP
This amendment adds managed services to the agreement in order for Armanino to continue providing ongoing management and support of the FMS. Managed services are required for all systems after go-live so there is ongoing support for issue resolution, system maintenance, and system optimization. The proposed services include functional and technical support, system reviews, application administration, consultant time for ad-hoc items. The annual cost for the managed services plan is $25,326, or $75,978 over three years, from November 1, 2022 to October 31, 2025. Staff is requesting approval to extend the term of the agreement through October 31, 2025 and increase compensation from the original contract amount of $198,460 for a revised not to exceed amount of $274,438.

Amendment No. 1 to the Agreement with InTWO, Inc.

Under this amendment, the one-time setup fee is revised from $4,438 to $5,969, and the ongoing fee is revised from $3,221 per month (or $38,652 per year) to $4,711 per month (or $56,532 per year).

The increase in compensation is due to additional system functionalities, increase in user licenses, and upgrades to the previous selections. The Stadium Authority opted to have a dedicated SQL City of Santa Clara Printed on 10/28/2022Page 1 of 3
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22-1253 Agenda Date: 11/1/2022
Azure infrastructure for the Great Plains instance and added five additional user licenses for the Stadium Manager and Stadium Authority staff. The original application server’s size and speed were also upgraded upon Armanino’s recommendation during the implementation process. These changes were factored into InTWO’s one-time setup fee and ongoing server and hosting fees.

FISCAL IMPACT
Sufficient funding is available in the Stadium Authority FY 2022/23 Capital Expenditure Budget for the InTWO one-time setup fee increase. The ongoing managed services and annual subscription costs of $81,858 will be funded in the existing FY 2022/23 Stadium Authority Operating Budget. Budgets for future years will be incorporated as part of the budget process, subject to appropriation of funds.

COORDINATION
This report has been coordinated with the General Counsel’s Office.

RECOMMENDATION

1. Authorize the Stadium Authority Executive Director to execute Amendment No. 1 to the Agreement with Armanino, LLP for implementation and support services for the Stadium’s Financial Management System, to extend the term of the agreement to October 31, 2025 and increase compensation by $75,978 for a revised not to exceed amount of $274,438, and to execute future amendments as may be required to add/delete support services during the term of the agreement, subject to the appropriation of funds; and

2. Authorize the Stadium Authority Executive Director to execute Amendment No. 1 to the Agreement with InTWO, Inc. for Microsoft Dynamics Great Plains software subscription and cloud/hosting services, to increase the one-time setup fee to $5,969 and annual fee to $56,532, and to execute future service orders and/or amendments to add/delete software services and extend the term for as long as the system is used by the Stadium Authority, subject to the appropriation of funds.

Reviewed by: Kenn Lee, Treasurer
Approved by: Rajeev Batra, Executive Director

ATTACHMENTS

1. Agreement with Armanino, LLP

2. Agreement with InTWO, Inc.

3. Amendment No. 1 to the Agreement with Armanino, LLP
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22-1253 Agenda Date: 11/1/2022

4. Amendment No. 1 to the Agreement with InTWO, Inc.

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EBIX Insurance No. S20000457 4

AGREEMENT FOR SERVICES

BETWEEN THE

SANTA CLARA STADIUM AUTHORITY
AND

ARMANINO, LLP

PREAMBLE
This Agreement is entered into between the Santa Clara Stadium Authority, a joint powers agency created pursuant to Section 6532 of the California Government Code (Authority) and Armanino, LLP, a California corporation, or its affiliates if specifically indicated (Contractor). Authority and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A Authority desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of Authority; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between Authority and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A
Exhibit B
Exhibit C
Exhibit D
Agreement with Armanino, LLP
Rev. 07-01-18
Scope of Services
Appendix A-1: Standard Mapping Assumptions for
Concur/Dynamic GP Integration
Schedule of Fees
Insurance Requirements
GP-Concur Invoices Integration Pack Subscription
Agreement·

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City Council and Authorities ConcurrentNovember 1, 2022

City Council and Authorities Concurrent
November 1, 2022