Agenda packet — City Council and Authorities Concurrent, December 6, 2022 (part 3 of 11)

City of Santa Clara
Attachment No. 1
Bid Summary
22-1350

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Fairway Glen Park Restroom Construction Project BID SUMMARY Bid Opening Date: November 17, 2022
ENGINEER’S ESTIMATE: $ 780,000
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Suarez & Munoz Construction, Inc. $691,977 -11%
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1359 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Public Right-of-Way ADA Improvements - Package 3 & 4 Project to FBD Vanguard Construction, Inc. and Adopt a Class 1 CEQA Categorical Exemption

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara and the Santa Clara Stadium Authority were named as defendants in a class action lawsuit (Nevarez v. 49ers, et al.) which alleged that Levi’s Stadium, its parking lots, and surrounding public pedestrian rights-of-way connecting satellite parking lots to the Stadium entrance, contained defects under the Americans with Disabilities Act (ADA). On July 23, 2020, the U.S. District Court for the Northern District of California granted final approval of a settlement of this lawsuit, which requires the City to remediate the alleged defects within prescribed timeframes (Settlement Agreement). The alleged accessibility barriers are primarily located along Great America Parkway, Tasman Drive, Mission College Boulevard, Centennial Boulevard, Stars and Stripes Drive, Patrick Henry Drive, Old Ironsides Drive, Old Glory Lane, Democracy Way, and Bunker Hill Lane.

The Public Right-of-Way ADA Improvements Project (Project) was established in the Capital Improvement Program Budget to address the alleged accessibility barriers in the public right-of-way.

The Department of Public Works (DPW) is leading this Project in coordination with the City Attorney’s Office due to the involvement of infrastructure in the public right-of-way. The Project requires infrastructure modifications in accordance with the settlement including reconstruction of sidewalks, curb ramps, driveways, traffic signals, rail crossings, and other miscellaneous barriers.

On September 9, 2020, Council approved a design professional services agreement with Bellecci and Associates, Inc. to prepare the engineering design and construction documents for the public works construction contract bidding. The Project is being administered for design and bidding in multiple construction bid packages.

On January 25, 2022, Council authorized the City Manager to award construction contracts for Package 1 and Package 2. Package 1 and Package 2 included improvements along Great America Parkway, Old Glory Lane, Patrick Henry Drive, Old Ironsides Drive, Democracy Way, Tasman Drive, Patrick Henry Drive, and Bunker Hill Lane. Construction began in March 2022 and both packages are substantially complete.

The purpose of this report is to award the construction contract for Package 3 and 4 of the Project to the lowest responsive and responsible bidder. The Package 3 and 4 contract includes work along Great America Parkway, Bunker Hill Lane, Patrick Henry Drive, and Mission College Boulevard City of Santa Clara Page 1 of 3 Printed on 12/2/2022
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22-1359 Agenda Date: 12/6/2022
(Attachment 1). Package 3 and 4 is the last bid package being prepared by DPW to address the alleged accessibility defects in the public right-of-way as identified in the settlement.

DISCUSSION
On October 26, 2022, a competitive Request for Bids (RFB) was published on the City’s bid notification system, BidSync, for construction of the Project. On November 17, 2022, bids for the Project were opened via video conference. The City received three bids from FBD Vanguard Construction, Inc., Sposeto Engineering, Inc., and J.J.R. Construction, Inc. ranging from $3,847,734 to $4,380,568. The Bid Summary is included as Attachment 2.

The lowest bid was submitted by FBD Vanguard Construction, Inc. (Vanguard) in the amount of $3,847,734, which is 21.3 percent below the Engineer’s Estimate of $4,892,000. Vanguard’s bid was reviewed by DPW staff and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the contract to FBD Vanguard Construction, Inc.

The award of contract will allow Package 3 & 4 of the Project to commence into the construction phase. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
This project being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301(c), “Existing Facilities,” as the activity consists of the minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing, and specifically includes the alteration of existing highways and streets, sidewalks, gutters, and similar facilities. As part of the design process, the design consultant prepared a Categorical Exemption Report to review the project and confirm its exemption under CEQA.

FISCAL IMPACT
The approximate cost of the contract is $3,847,734 plus approximately 15 percent contingency, or $577,160 for any potential change orders for a total not-to-exceed contract amount of $4,424,894.

Funding for the contract is available in the Streets and Highways Capital Fund in the Public Right-ofWay ADA Improvements project.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website 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. Award the Public Works Contract for the Public Right-of-Way ADA Improvements - Package 3 & 4 Project to the lowest responsive and responsible bidder, FBD Vanguard Construction, Inc., in the City of Santa Clara Page 2 of 3 Printed on 12/2/2022
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22-1359 Agenda Date: 12/6/2022
amount of $3,847,734 and authorize the City Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project;

2. Adopt a Class 1 Categorical Exemption under CEQA Guidelines Section 15301; and

3. Authorize the City Manager to execute change orders up to approximately 15 percent of the original contract price, or $577,160, for a total project budget not-to-exceed amount of $4,424,894.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Project Location Map

2. Bid Summary
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ATTACHMENT
LOCATION MAP 1
N.T.S.

PUBLIC RIGHT-OF-WAY ADA IMPROVEMENTS PROJECT
PACKAGE 3
T A S M A N D R.

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ATTACHMENT
LOCATION MAP 2
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PUBLIC RIGHT-OF-WAY ADA IMPROVEMENTS PROJECT
PACKAGE 4
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Page 1 of 1 ends

Attachment No. 2
Bid Summary
CE 20-21-09 (P3 & P4) PUBLIC RIGHT-OF-WAY ADA
IMPROVEMENTS - PACKAGE 3 & 4 PROJECT
BID SUMMARY* Bid Opening Date: November 17, 2022
ENGINEER’S ESTIMATE: $ 4,892,000.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
FBD Vanguard Construction, Inc. $ 3,847,733.50 21.3% below Sposeto Engineering, Inc. $ 3,933,593.85 19.6% below
J.J.R. Construction, Inc. $ 4,380,568.43 10.4% below
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
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@SantaClaraCity
22-1198 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action on Award of a Purchase Order to Shape, Inc. for Flygt N-Series Sewer Lift Station Wastewater Pumps and Related Budget Amendment and a Class 1 CEQA Categorical Exemption

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Water & Sewer Utilities Department operates and maintains eight lift stations that collect and distribute wastewater through more than 270 miles of sewer lines to the San José-Santa Clara Regional Wastewater Facility. Depending on the required capacity, each lift station may operate anywhere from one to six pumps. Currently, there are 31 wastewater pumps in operation.

The lift stations were designed and constructed to house the Flygt N-Series wastewater pumps manufactured by Xylem Inc. For this reason, the Department is seeking to make a brand name purchase of Flygt N-Series pumps which can only be purchased from Shape, Inc. (Shape). Shape is the sole authorized distributor of Flygt pumps in Northern California for the replacement of wastewater pumps that are at end of life.

DISCUSSION
This recommendation meets one of the single/sole source criteria in Section 2.105.280 of the City Code, which reads, “When required to ensure operation or function to match other products with respect to the repair, expansion, or completion of a system, existing structure or program currently in use by the City, including, but not limited to, utility and technology purchases required to achieve interoperability with existing systems or programs.”
Notwithstanding, staff posted a Request for Information (RFI) which was posted on the City’s eprocurement system and distributed to approximately 1,900 vendors. The purpose of the RFI was to provide notice to the vendor community of the City’s intent to issue a brand name/single source purchase order to Shape, and for respondents to provide cut sheets and data demonstrating their pump would meet the City’s performance requirements. In addition, respondents were to address any changes to the City’s infrastructure to accommodate the pumps. There were no responses to the RFI.

Staff is requesting approval for the immediate purchase of six pumps for a total amount of $421,460 plus applicable sales taxes. Pricing includes a 10% discount off Flygt’s list price. All installation and related services will be performed by City staff who are trained to install, maintain, and repair Flygt pumps.

Additionally, staff is requesting approval to purchase 25 additional pumps that are on the replacement City of Santa Clara Page 1 of 3 Printed on 12/2/2022
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22-1198 Agenda Date: 12/6/2022
schedule. The estimated amount to replace the remaining pumps is $776,250 based on today’s prices, plus applicable sales taxes. Future orders will be at the then current list price, which may be higher at the time of order. However, Shape has agreed to maintain a 10% discount off list price for all future orders.

The estimated total cost to replace all 31 pumps is $1,200,000.

ENVIRONMENTAL REVIEW
The action being considered is exempt from formal environmental review under the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301(b) (Class 1 - “Existing Facilities”) as the activity consists of the operation, repair, and maintenance of existing public structures, facilities, and mechanical equipment, including publicly owned utilities, involving negligible or no expansion of the existing use.

FISCAL IMPACT
A budget amendment appropriating funds from the Sewer Utility Fund’s unrestricted fund balance to the capital outlay budget is necessary to provide funds for this purchase. The amendment is detailed in the table below:

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
Sewer Utility Fund
Expenditure
Capital Outlay $0 $1,200,000 $1,200,000
Ending Fund Balance
Unrestricted Ending Fund Balance$31,644,099 ($1,200,000) $30,444,099

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website 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 or via email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Adopt a Class 1 Categorical Exemption Under CEQA Guidelines section 15301(b);

2. Authorize the City Manager to award a Purchase Order to Shape, Inc. for the purchase of six Flygt N-Series pumps and accessories in an amount of $421,460 plus applicable sales taxes and City of Santa Clara Page 2 of 3 Printed on 12/2/2022
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22-1198 Agenda Date: 12/6/2022
subject to the appropriation of funds;

3. Authorize the City Manager to award Purchase Orders for the purchase of 25 additional Flygt N-Series pumps and accessories through December 31, 2027 for an estimated total amount of $776,250 plus applicable sales taxes and subject to the appropriation of funds; and

4. Approve the FY 2022/23 budget amendment in the Sewer Utility Fund to appropriate $1,200,000 from the unrestricted ending fund balance to the capital outlay budget (five affirmative Council votes required for the use of unused balances ).

Reviewed by: Gary Welling, Director, Water & Sewer Utilities Approved by: Rajeev Batra, City Manager
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City of Santa Clara
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Santa Clara, CA 95050
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22-1339 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action on Award of a Purchase Order to Pump Repair Service Co. for the Purchase and Installation of a New Pump and Motor at Water Well Station 23 and Related Budget Amendment and a Class 1 Categorical Exemption Under CEQA

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Water and Sewer Utilities Department (Department) is responsible for providing dependable supply of safe, potable water for the residents and businesses in Santa Clara. Today, the City’s water supply comes from 20 active groundwater wells and water purchased from the Santa Clara Valley Water District (Valley Water) and the San Francisco Public Utilities Commission (SFPUC).

Due to the current drought, wholesale water supplies from the Valley Water and SFPUC have been significantly reduced as water has become scarce throughout the region. In addition, the City has lost a number of wells from decommissioning of aging wells. To offset the shortfall, the Department is proposing to reactivate Water Well Station 23 (Well-23) which has been out of service since September 2018. To reactivate the well, staff determined that the existing pump and motor need to be replaced.

DISCUSSION
Pursuant to City Code Section 2.105.140(d), a formal Request for Bids (RFB) was conducted, with award recommendation to the lowest responsive and responsible bidder. In September 2022, the City issued a RFB which was posted on the City’s e-procurement system. Three responsive bids were received as follows:

Bidder Bid Amount
Pump Repair Service Co. $289,960
Maggiora Bros Drilling $314,292
PumpMan NorCal $334,538
Staff recommends award of purchase order to Pump Repair Service Co. as the lowest responsive, responsible bidder. The bid amount of $289,960 includes all labor, equipment, tools, and materials to remove the existing pump and motor, conduct well videos, perform a downhole mechanical cleaning if required, and install the new pump and motor. The amount does not include applicable sales taxes.

Upon completion of work, Well-23 is expected to produce 1,600 gallons of potable water per minute.

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22-1339 Agenda Date: 12/6/2022

FISCAL IMPACT
A budget amendment appropriating funds from the Water Utility Fund’s unrestricted fund balance to the capital outlay budget is necessary to provide funds for this purchase. The amendment is detailed in the table below:

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
Water Utility Fund
Expenditure
Capital Outlay $0 $289,960 $289,960
Ending Fund Balance
Unrestricted Ending Fund Balance$4,140,933 ($289,960) $3,850,973

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website 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 or via email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Adopt a Class 1 Categorical Exemption Under CEQA Guidelines Section 15301(b);

2. Authorize the City Manager to award a Purchase Order to Pump Repair Service Co. for the purchase and installation of a new pump and motor for Water Well Station 23 in an amount of $289,960 plus applicable sales taxes;

3. Authorize the City Manager to execute change order(s) not to exceed $30,000 as contingency and subject to the appropriation of funds; and

4. Approve the FY 2022/23 budget amendment in the Water Utility Fund to appropriate $289,960 from the unrestricted ending fund balance to the capital outlay budget (five affirmative Council votes required for the use of unused balances ).

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22-1339 Agenda Date: 12/6/2022
Reviewed by: Gary Welling, Director, Water & Sewer Utilities Approved by: Rajeev Batra, City Manager
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22-172 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action to Delegate Authority to the City Manager to Negotiate and Execute Agreements with Westlands Grape, LLC to Purchase Renewable Energy and Resource Adequacy Capacity from the Westlands Solar Park

COUNCIL PILLAR
Deliver and Enhance High-Quality Efficient Services and Infrastructure Promote Sustainability and Environmental Protection

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), purchases energy to supply the residents and businesses within the City of Santa Clara. Pursuant to 2.105.090(b) of the City Code, “any contract for the purchase or sale of water, electrical power, fuels for the generation of electrical power, wastewater and recycled water” are exempt from following the purchasing procedures under the City’s Centralized Purchasing Program.

With the passage of Senate Bill 100 (SB 100), SVP must meet the State of California Renewable Portfolio Standards (RPS) and, therefore, SVP must procure a specified percentage of its retail sales from renewable energy resources by a particular year.

SB 100 requires retail sellers and local publicly owned electric utilities to procure a minimum 44% of retail sales by December 31, 2024, 52% by December 31, 2027, and 60% by December 31, 2030, of electricity products from eligible renewable energy resources.

In addition to supporting the State and City’s environmental goals, SVP is also responsible for supporting the reliability of the grid through the purchase of resource adequacy capacity. The resource adequacy program is administered by the California Independent System Operator (CAISO) for publicly owned utilities in its footprint and requires SVP to contract for an amount of capacity equal to 115% of its forecasted peak load.

In early 2022, SVP was presented with an offer to purchase renewable energy and resource adequacy capacity from solar plus storage projects in Westlands Solar Park that are in various stages of development on brownfield land owned by the Westlands Water District located in Kings County California. Westlands Solar Park currently has existing generation.

Westlands Grape, LLC (Westlands) proposes to sell to SVP up to 250 MWs of renewable energy from one of their solar photovoltaic projects and up to 250 MWs of resource adequacy capacity from their portfolio of battery energy storage projects in the Westlands Solar Park. SVP staff performed an evaluation based on volume, pricing, timing, project maturity, and determined it to be a good fit with City of Santa Clara Page 1 of 3 Printed on 12/2/2022
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22-172 Agenda Date: 12/6/2022
the SVP’s resource portfolio and forecasted demand.

DISCUSSION
The solar and storage projects being offered by Westlands will help support SVP’s compliance with both the RPS and the resource adequacy procurement requirements. Due to SVP’s projected load growth, additional purchases above the current portfolio of resources is warranted to stay in compliance with SB100 and the RPS.

It is anticipated that there will be separate agreements for the purchase of renewable energy and for the purchase of resource adequacy capacity. The new solar photovoltaic project under consideration will deliver approximately 670,000 MWhs of renewable energy annually with a projected commercial operation date of first quarter of 2025.

SVP will also have the option to purchase resource adequacy capacity from Westlands’ portfolio of battery energy storage projects in the same area. The commercial operation date for the battery energy storage projects could occur as early as fourth quarter of 2023, dependent on when/if the CAISO approves Westlands’ applications to transfer deliverability status between their solar projects and their battery storage projects.

The term of each purchase agreement will be for a minimum of fifteen years and potentially seventeen years if the resource adequacy is available earlier.

The Seller has site control, discretionary permits, and interconnection agreements in place. Staff will provide updates to Council as appropriate.

ENVIRONMENTAL REVIEW
The proposed agreements involve the procurements of renewable energy and resource adequacy from a solar photovoltaic project and energy storage projects on land in the Westlands Solar Park.

The projects within the Westlands Solar Park have undergone environmental review under the California Environmental Quality Act (CEQA). On January 16, 2018, the Westlands Water District (WWD), as the lead agency, certified the Final Program Environmental Impact Report (PEIR) for the Westlands Solar Park Master Plan and WSP Gen-Tie Corridors Plan ( <https://wwd.ca.gov/news-and-reports/environmental-docs/>).

The PEIR covers all projects within the Westland Solar Park, including the environmental impacts of the projects, which the City will derive renewable energy and resource adequacy under the proposed agreement. That said, the proposed agreements will require Westlands to undertake additional environmental review in the event the environmental impacts of the projects have not been fully analyzed by the PEIR. The City will have no obligation to purchase the renewable energy and resource adequacy unless this environmental review is complete. Further, in the event of such environmental review, the City may terminate the proposed agreements if the lead agency determines based on the CEQA review that the projects cause significant adverse environmental effects that are not adequately mitigated or for which there are no overriding considerations favoring approval of the projects.

FISCAL IMPACT
The annual cost of all products contemplated under these agreements are estimated to be City of Santa Clara Page 2 of 3 Printed on 12/2/2022
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approximately $37 million for delivery of approximately 670,000 MWhs of energy and up to 250 MW of Resource Adequacy capacity. The Agreements will reduce the utility’s risk exposure to future price fluctuations in renewable energy and in Resource Adequacy capacity. The cost for these resources is included in the operating budget in Fiscal Year 2022/23 and the cost for future years will be included in recommended SVP Resource and Production operating budgets as part of the budget process.

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

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute separate purchase agreements for the purchase of renewable energy output and for the purchase of resource adequacy capacity with Westlands Grape, LLC;

2. Authorize the City Manager to execute all related documents, agreements, and administrative amendments, subject to the review and approval as to form of the City Attorney, including, but not limited to, collateral assignment agreements and security documentation, and take any and all actions as are necessary or advisable to implement and administer the agreements; and

3. Authorize the City Manager to execute amendments to procure additional renewable energy output and Resource Adequacy capacity should additional capacity become available subject to appropriation of funds and review and approval as to form of the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager
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22-1111 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate, Execute, and Administer Cooperative Agreement #2 with the Valley Transportation Authority for the BART Silicon Valley Phase II Extension Project

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
This Project is Phase II of the Santa Clara Valley Transportation Authority’s (VTA) Bay Area Rapid Transit (BART) Silicon Valley Project to extend the BART system 16 miles, from the Warm Springs Station in Fremont into Santa Clara County, with six stations in Milpitas, San Jose, and Santa Clara.

Phase II of the Project has been split into two segments. The first segment consisted of the 10-mile, two-station, Berryessa Extension, with stations in Milpitas and Berryessa/North San Jose, which opened for revenue service in June 2020. The second segment consists of an approximately 6-mile extension of the BART system from the Berryessa/North San Jose BART Station in San Jose to the proposed Santa Clara BART Station.

On October 29, 2020 the City entered into a Master Agreement with the VTA for the Project. The Master Agreement covers a broad range of topics and the overall purpose is to define and outline the interaction, consultation, and cooperation between the City and VTA for preliminary engineering, final design, and construction of the Project. This includes items such as: City reviews, inspections, permitting, reimbursement, warranties, and indemnification. The Master Agreement defines each agency’s respective rights and obligations and ensures cooperation between the VTA and City in connection with the Project. The Master Agreement also provides the framework for ongoing interaction between the two parties to be supported by subsequent amendments or agreements for specific issues related to the Project.

On July 14, 2021 the City entered into Cooperative Agreement #1 with the VTA for the Project. While the Master Agreement provides the overarching framework for ongoing interactions between the City and VTA on the Project, Cooperative Agreement #1 provides more details related to key items such as:
· Project betterments;
· Construction and post construction stormwater requirements; · Funding for City services supporting VTA’s pre-RFP Project activities; · Document review milestones;
· Time periods for review;
· Construction standards; and,
· Traffic maintenance and detours.

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DISCUSSION
As the Project continues to move forward, VTA and staff have been working collaboratively on an additional agreement to further clarify each agency’s respective rights and obligations related to the Project and to provide a funding mechanism for City staff time during the Project’s plan check and construction phases. Cooperative Agreement #2 will likely include items related to:
· Preconstruction survey submittal review timelines;
· Provisions for financial payments to the City for future pavement repairs due to Project construction haul routes;
· Construction inspection and testing submittal review timelines; · Reimbursement of City costs (up to $555,000) related to:
o 60% and 85% design stage reviews of the Project contractor’s public improvement plan permit submittals (up to $350,000)
o On-going City staff participation in the Project’s Fire Life Safety and Security Committee (up to $205,000)
It is estimated that Cooperative Agreement #2 will be executed in early 2023. In summary, the City of Santa Clara, as a partner agency with the VTA on the Project, has a vested interest to ensure that this regional transportation project is successful. The Project represents a significant opportunity for the City as it will provide vital transit connections between Santa Clara and the rest of the Bay Area.

Additionally, to strengthen the City’s long-term collaborative relationship with the VTA, the Master Agreement, Cooperative Agreement #1, and Cooperative Agreement #2 provide the framework and additional guidance for a successful partnership. Staff recommends authorizing the City Manager to negotiate, execute, and administer Cooperative Agreement #2 with the VTA.

ENVIRONMENTAL REVIEW
On April 5, 2018, the VTA, as lead agency under the California Environmental Quality Act of 1970 (CEQA), certified the Project’s Final Supplemental Environmental Impact Report (SEIR) and adopted findings as required by CEQA. Additionally, on July 13, 2021, the City Council adopted Resolution #21-8990 which adopted findings for purposes of and pursuant to CEQA in connection with the approval of discretionary actions by the City necessary for the construction of the VTA’s BART Phase II Extension project.

FISCAL IMPACT
The proposed Cooperative Agreement #2 will allow for staff costs related to the City’s review of the Project to be reimbursed to the City by the VTA up to an amount not-to-exceed $555,000. Future budget amendments may be necessary, if upon reimbursement, department appropriations are insufficient to fund the work included in this agreement.

COORDINATION
This report has been coordinated with the Finance Department, Fire 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 City of Santa Clara Page 2 of 3 Printed on 12/2/2022
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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
Approve and authorize the City Manager to negotiate, execute and administer Cooperative Agreement #2 with the VTA for the BART Silicon Valley Phase II Extension Project and make modifications and extend the term if needed.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Rajeev Batra, City Manager
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22-1312 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate, Execute, and Administer an Agreement with Capitol Corridor Joint Powers Authority to Reimburse Design Related Costs for the Protection or Relocation of City-Owned or Maintained Utilities in connection with the Union Pacific Railroad Agnew Siding Project and Related Budget Amendment

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

BACKGROUND
The Union Pacific Railroad (UPRR) has proposed constructing a new secondary track within UPRR’s right-of-way between Tasman Drive and Agnew Road, the UPRR Agnew Siding Project (Project). A location map showing the project limits is included as Attachment 1. UPRR and the Capitol Corridor Joint Powers Authority (CCJPA) have been working together to design and implement the Project.

Construction of the Project will require protection or relocation of seven City-owned or maintained utilities crossing UPRR’s right-of-way. The seven utilities affected consist of one water line, one recycled water line (owned by South Bay Water Recycling and operated and maintained by the City), one Silicon Valley Power 12 kV transmission line, one storm drain line, and three sanitary sewer lines.

Utilities crossing UPRR’s right-of-way are subject to UPRR’s requirements and standards. It has been determined that the length of the existing protective casings around the City-owned or maintained utilities (if present) are not sufficient to meet UPRR’s requirements. Per the agreements in place allowing City utilities in UPRR’s right-of-way, the design and construction required to protect or relocate these existing utilities are at the City’s expense. Staff from the Department of Public Works, Water and Sewer Utilities, Silicon Valley Power, and the City Attorney’s Office met on this issue multiple times regarding the City’s responsibility.

DISCUSSION
At the Project location, UPRR’s right-of-way is situated between the City’s public right-of-way of Lafayette Street to the east and Stars and Stripes Drive, Wilcox Avenue, and Bassett Street to the west. Due to the tight timeline for the Project identified by CCJPA, the City and CCJPA are working on a funding agreement for CCJPA to perform the field investigation, engineering design, and construction for the protection or relocation of these seven City-owned or maintained utility crossings with their Project.

CCJPA leveraged their existing design contracts to receive competitive bid proposals for the field investigation and engineering design services and City staff reviewed the consultant qualifications and proposals submitted. The scope of work generally includes field investigation, conceptual design, City of Santa Clara Page 1 of 5 Printed on 12/2/2022
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22-1312 Agenda Date: 12/6/2022
UPRR crossing applications, final design, bid phase services, and construction phase services. If necessary, geotechnical reports and plat and legal descriptions are included as optional services.

The proposal submitted to the City for design related services is $426,620, which includes a 10 percent contingency. Additionally, City staff requested a rough order of magnitude estimate for the construction of these utility protections or relocations. Based on the information provided by CCJPA and their consultants, it is estimated that construction costs, including contingencies, could be up to $5,000,000.

The total aggregate cost for design and construction work is estimated at $5,426,620.

The key provisions of the Agreement will likely include:
· CCJPA will be the lead agency
· CCJPA will apply to the City and other agencies for any permits, rights-of-entry, easements, or other permissions necessary to construct the Project
· Reimbursement will be completed based on actual cost for design and construction of the protection or relocation of City-owned or maintained utility crossings · A not-to-exceed amount of $426,620 for field investigation and design services CCJPA anticipates that the Project will begin in early 2024 so utility protection or relocation will need to be completed prior to that. Staff recommends authorizing the City Manager to negotiate, execute, and administer an agreement with CCJPA to reimburse them for design related costs for the protection or relocation of City-owned or maintained utilities for a not-to-exceed amount of $426,620.

Due to the timeframe for the Project construction and compliance with UPRR agreements, City staff is also requesting authorization for the City Manager to amend the contract with CCJPA for up to an additional $5,000,000 to cover construction related work. It should be noted that if costs come in under this amount, the amendment will be executed for the lesser amount. Also, if costs are higher, then staff would need to come back to Council for the additional approval.

Staff is requesting a budget amendment for the design costs only at this time. The construction budget will be considered during the Fiscal Year 2023-24 biennial budget process.

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)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment. Should a project move forward to construction it would be reviewed in accordance with CEQA as part of the approval process.

FISCAL IMPACT
Design related cost allocations between utilities (shown below in Table 1) were determined using the design cost proposal which separated estimated design costs per utility.

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22-1312 Agenda Date: 12/6/2022
Table 1 - Design and Construction (estimate) Cost Allocations by Utility Public
Works
Water & Sewer Utility Dept. Silicon
Valley
Power
Total
Storm
Drain
Sanitary
Sewer
Potable
Water
Recycled
Water
Electric
Design $132,658 $233,284$20,226 $20,226 $20,226 $426,620 Construction $1,594,927 $2,623,204$260,623$260,623$260,623 $5,000,000 Total $1,727,585 $2,856,488$280,849$280,849$280,849 $5,426,620 The budget amendment below allocates funding from the General Fund, Sewer Utility Capital Fund, Water Utility Capital Fund, Recycled Water Capital Fund, and the Electric Utility Capital Fund to the General Government Capital Fund for design services in the amount of $426,620 related to the relocation or protection of utility crossings for Storm Drain, Sanitary Sewer, Potable Water, Recycled Water, and Electric, respectively.

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
General Fund (001)
Expenditures
Transfer to the General Government Capital Fund $1,614,283 $132,658 $1,746,941 Fund Balance
General Fund Capital Project Reserve $6,728,508 ($132,658) $6,595,850 Sewer Utility Capital Fund (594)
Expenditures
Sanitary Sewer System Improvements $2,000,000 ($233,284) $1,766,716 Transfer to the General Government Capital Fund $0 $233,284 $233,284 Water Utility Capital Fund (592)
Expenditures
Distribution System Replacement/Restoration $2,000,000 ($20,226) $1,979,774 Transfer to the General Government Capital Fund $0 $20,226 $20,226 Recycled Water Capital Fund (597)
Expenditures
Recycled Water System Mains and Services $50,000 ($20,226) $29,774 Transfer to the General Government Capital Fund $0 $20,226 $20,226 Electric Utility Capital Fund (591)
Expenditures
New Business Estimate Work $5,997,453 ($20,226) $5,977,227 Transfer to the General Government Capital Fund $0 $20,226 $20,226 General Government Capital Fund (539)
Revenues
Transfer from the General Fund Capital Project
Reserve
$89,283 $132,658 $221,941
Transfer from the Sewer Utility Capital Fund $0 $233,284 $233,284 Transfer from the Water Utility Capital Fund $0 $20,226 $20,226 Transfer from the Recycled Water Capital Fund $0 $20,226 $20,226 Transfer from the Electric Utility Capital Fund $0 $20,226 $20,226 City of Santa Clara Page 3 of 5 Printed on 12/2/2022
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22-1312 Agenda Date: 12/6/2022
Expenditures
New Business Estimate Work $5,997,453 ($20,226) $5,977,227 Transfer to the General Government Capital Fund $0 $20,226 $20,226 General Government Capital Fund (539)
Revenues
Transfer from the General Fund Capital Project
Reserve
$89,283 $132,658 $221,941
Transfer from the Sewer Utility Capital Fund $0 $233,284 $233,284 Transfer from the Water Utility Capital Fund $0 $20,226 $20,226 Transfer from the Recycled Water Capital Fund $0 $20,226 $20,226 Transfer from the Electric Utility Capital Fund $0 $20,226 $20,226 Expenditures
UPRR Agnew Siding Project - City Utility
Protection/Relocation (NEW PROJECT)
$0 $426,620 $426,620
General Fund Capital Projects Reserve balances are tentative pending Council approval of the FY 2021/22 Year End Report scheduled for the City Council on December 6, 2022. An additional estimated $5 million for construction will be considered as part of the Fiscal Year 2023/24 biennial budget process to allocate costs equitably across the utilities.

COORDINATION
This report has been coordinated with the Finance Department, the Water and Sewer Utilities Department, Silicon Valley Power, and the City Attorney’s Office.

RECOMMENDATION

1. Authorize the City Manager to negotiate, execute, and administer an Agreement with Capitol Corridor Joint Powers Authority to reimburse design related costs for the protection or relocation of City-owned and maintained utilities in the amount not-to-exceed $426,620;

2. Approve the following FY 2022/23 budget amendments:

A. In the General Fund, increase the transfer to the General Government Capital Fund and reduce the Capital Projects Reserve by $132,658 (five affirmative Council votes required for the use of unused balances) ;
B. In the Sewer Utility Capital Fund, increase the transfer to the General Government Capital Fund and reduce the Sanitary Sewer System Improvements project by $233,284 (majority affirmative Council votes required);
C. In the Water Utility Capital Fund, increase the transfer to the General Government Capital Fund and reduce the Distribution System Replacement/Restoration project by $20,226 (majority affirmative Council votes required);
D. In the Recycled Water Capital Fund, increase the transfer to the General Government Capital Fund and reduce the Recycled Water System Mains and Services project by $20,226 (majority affirmative Council votes required);
E. In the Electric Utility Capital Fund, increase the transfer to the General Government Capital Fund and reduce the New Business Estimate Work project by $20,226 (majority affirmative Council votes required); and
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22-1312 Agenda Date: 12/6/2022
F. In the General Government Capital Fund, increase the transfer in from the General Fund Capital Project Reserve by $132,658, increase the transfer in from the Sewer Utility Capital Fund by $233,284, increase the transfers in from the Water Utility Capital, Recycled Water Capital, and Electric Utility Capital Funds by $20,226 each, and establish the UPRR Agnew Siding Project - City Utility Protection/Relocation project in the amount of $426,620. (five affirmative Council votes required to appropriate additional revenue).

3. Authorize the City Manager to amend the Agreement to include construction related costs for an additional amount up to $5,000,000, for an aggregate not to exceed amount of $5,426,620, subject to the appropriation of funds; and

4. Authorize the City Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of the construction of the Project and to extend the term.

Reviewed by: Craig Mobeck, Director of Public Works
Gary Welling, Director of Water and Sewer Utilities
Manuel Pineda, Assistant City Manager/Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Project Location Map
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Project Location Map
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1443 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action on a Pole Contact Agreement with Level 3 Telecom, LP to Allow the Attachment of Facilities on City-Owned Poles

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Through its Electric Utility, Silicon Valley Power (SVP), the City of Santa Clara (City) owns and maintains approximately 11,000 utility poles that are used to support SVP’s overhead electric transmission and distribution equipment. California law requires that the City make appropriate space available on its poles for communication companies, such as Level 3 Telecom, LP to attach. In order to facilitate this requirement, the City requires that any company that wishes to attach to its poles sign a Pole Contact Agreement that sets forth the process and requirements that companies must abide by for attachment approval. Under the Pole Contact Agreement, all attachments and routes will be reviewed and approved by SVP staff.

DISCUSSION
Level 3 Telecom, LP is a wireline provider of telecommunication services licensed by the California Public Utilities Commission and previously held a Pole Contact Agreement. Since that time Level 3 Telecom, LP has continued to pay annual attachment fees for pole attachments while negotiating a replacement Pole Contact Agreement with the City. Level 3 Telecom, LP has agreed to the provisions of the City’s Pole Contact Agreement for the next five (5) year to continue these services.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines (Title 14 of the California Code of Regulations) section 15303 (Class 3 - New Construction or Conversion of Small Structures), because the Pole Contact Agreement allows small telecommunication attachments to City electric poles.

FISCAL IMPACT
Payments over the term of the Pole Contact Agreement are aligned with state regulations and will offset other utility expenses.

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

PUBLIC CONTACT
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22-1443 Agenda Date: 12/6/2022
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
Determine the proposed action is exempt from CEQA pursuant to Section 15303 of Title14 of the California Code of Regulations and authorize the City Manager to execute the Pole Contact Agreement with Level 3 Telecom, LP to allow the attachment of facilities on City-owned poles and take any actions as necessary to implement and administer the Agreement.

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

ATTACHMENTS

1. Pole Contact Agreement with Level 3 Telecom, LP
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POLE CONTACT AGREEMENT

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
LEVEL 3 TELECOM OF CALIFORNIA, LP

PREAMBLE
This Pole Contact Agreement ("Agreement") is entered into between the City of Santa Clara, California, a chartered California municipal corporation doing business as Silicon Valley Power ("City") and Level 3 Telecom of California, LP (Company). City and Company may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City owns, operates, and maintains poles, anchors, and other related equipment and land rights under the poles ("City Overhead Facilities") designed primarily to facilitate the transmission and distribution of electric utility and fiber optic services to its electric customers;
B. City solely owns its Wooden Utility Poles ("Poles"), and does not sell an ownership interest in its Poles. City enters into Pole Attachment Agreements to allow the attachment of non-City owned facilities to its Poles; C. Company represents that it is either (a) a personal wireless service provider authorized, certificated or licensed by the Federal Communications Commission ("FCC") or other agency, (b) an operator of a small cell distributed antenna system network authorized, certificated or licensed by the FCC, the California Public Utilities Commission ("CPUC") or other agency, (c) a wireline provider of Telecommunications Service authorized, certificated or licensed by the CPUC, or (d) a provider of Multichannel Video Services franchised by the CPUC or other agency;
D. The Parties agree that City will be reimbursed for the "Total Cost" of any work incurred for establishing and maintaining attachments under this Agreement with respect to its Overhead Facilities and in accordance with the terms of this Agreement. "Total Cost" shall be defined as, including the employee fully burdened hourly rate, actual cost of material and equipment, and cost of payments to contractors. Company shall pay City within thirty (30) days of invoice issuance unless otherwise stated or mutually agreed upon; E. City has determined that its electric utility ratepayers are not required to subsidize third parties, including individuals, business entities or their owners or their stockholders by entering into agreements regarding the use of its Overhead Facilities in a manner which may jeopardize the reliability of City's electric Pole Contact Agreement with Level 3 Telecom of California, LP Rev: 08-23-18

Page 1 ends

transmission and distribution system. City will charge nondiscriminatory, costbased fees for contacting its Overhead Facilities; F. The California Public Utility Commission's General Order 95 (G.O. 95) sets forth minimum standards used for wooden utility pole design and maintenance in California, and City's standards and requirements may exceed these minimums; G. City has determined that the electric utility ratepayers have invested in City's "SVP MeterConnect WIFI system" and that the continued reliable operation of the service is not to be diminished as a result of this Agreement; H. Company desires to attach its wire, cable, fiber, amplifier, switching, processing and transmission and distribution components of its cable, electric, or broadband communications systems ("Equipment") to City Overhead Facilities; I. The term "Pole Attachment" means any attachment by Company under this Agreement to a pole owned by City;
J. Because it is impractical to execute a separate agreement in each instance which Company desires to contact the Overhead Facilities, it is the intent of the Parties that this Agreement shall be the all-inclusive master agreement regarding such contacts for the duration of this Agreement;
K. This Agreement does not apply to the attachment to City's overhead Facilities of any wireless antenna, or the associated cabling from the antenna to the multiplexing equipment, required to transmiUreceive wireless signals; L. Unless otherwise stated the term "days" shall mean calendar days; and M. Construction and design practices relating to this Agreement shall be governed by the most recent version of SVP Standard Document Overhead 0825 in existence at the time of construction.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Company shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A - Schedule of Fees and Charges
Exhibit B - Sample Instructions and Application
Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 2 ends

Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT

2.1. Initial Term. Unless otherwise set forth in this Agreement or unless this Section is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date and terminate five (5) years thereafter ("Initial Term"). The Effective Date shall be the date on which the City executes this Agreement.

2.2. Option to Extend. Company shall have the Option to Extend the term of this Agreement beyond the Initial Term described herein for one additional five (5) year period on the same Terms and Conditions that are described in this Agreement ("Extension Term"), provided that (i) Company shall give written notice of its intention to extend this Agreement at least ninety (90) days but no more than one hundred eighty (180) days prior to the expiration of the Initial Term; (ii) Company is not in default of any of the material Terms and Conditions of this Agreement; (iii) and upon written mutual agreement of the Parties.

3. SCOPE OF ALLOWED USE OF OVERHEAD FACILITIES
Company shall attach its Equipment on City's Poles in accordance with SVP's City's Standard Document Overhead 0825, as may be amended from time to time, and shall perform the work required to install its Equipment promptly and in such manner as not to interfere with the services of City and City's third party attachers who have an active attachment agreement with City. If Company will use contractor(s) to perform any work contemplated by this Agreement, Company shall notify City in writing and identify the contractor(s) as soon as the contractor(s) is/are known to Company. Company shall be as fully responsible to City for the acts and omissions of its contractor(s), and/or person either directly or indirectly employed by them, while such contractor(s) and/or person is doing work for or on behalf of Company, as Company is for the acts and omissions of persons directly employed by it. When performing work in accordance with this Agreement, Company and/or contractor(s) shall wear clothing with visible labels that clearly identifies Company and/or contractor name and/or logo; such clothing may include a hat, vest, shirt, etc. Use of any Overhead Facilities under this Agreement shall be confined to Equipment, for which City has specifically given Company written permission to install in accordance with this Agreement.

Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 3 ends

4. APPLICATION TO PLACE EQUIPMENT
Whenever Company desires to place Equipment on any of City's Overhead Facilities, Company shall make a written application ("Application") to City for permission to attach to specific Poles. This written Application shall also include, but not be limited to, the location of specific Poles and anchors to be contacted, the description of equipment to be attached, height of contact, necessary work required by City or others to make Overhead Facilities ready for contact, guying, structural and wind loading calculations (calculations to include any City or third party equipment and decorations already attached to Poles). Upon receipt of the Application, City shall have the right to approve or deny the attachment to the proposed Pole, and afterwards, if approved, to inspect Company's installation of equipment onto Pole.

City may refuse to accept new Applications in accordance with Public Utilities Code Section 9511 (c) if Company has unresolved violations or failed to comply with correction notices that are more than one hundred and eighty (180) days from City issuance or has more than thirty (30) active Applications with City at any one time, in accordance with Section 5.6. City may continue to refuse new Applications until such violations and correction notices are resolved or the total number of active Applications is thirty (30) or less. While City is not accepting new Applications, Company may continue to maintain its existing attachments and City will continue to process previously accepted Applications. Exceptions to this requirement are stated in this Agreement.

5. APPROVAL TO PLACE EQUIPMENT

5.1. After a written Application has been submitted by Company and has been reviewed by City, City shall provide written response, comments, denial and/or permission to place Equipment, as described in the Application, on the Overhead Facilities identified in the Application within forty-five (45) days after the receipt of a completed Application, or sixty (60) days if the request is to attach to over three hundred (300) poles. Each time City provides comments, Company shall have forty five (45) days from the comment issuance to provide a written response to the comments. City shall have forty-five (45) days from each of Company's responses to issue comments, a denial and/or permission to place the Equipment as requested in the Application. If Company fails to provide a written response to City's comments within ninety (90) days after the date of issuance of City's comments, the Application shall be considered withdrawn, and a new application must be submitted for approval. Any request to overlash existing Equipment shall be submitted in accordance with Section 4. City will approve or deny all completed overlash requests within forty-five (45) days. For routine business a limit of three hundred Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21
Page4
(300) or fewer poles may be in the pending application approval process at any one time. When an Application has not been approved within the time frame described above it will no longer count towards the three hundred (300) pole total. When Applications for more than three hundred (300) poles are in the pending application approval process, an agreement containing, but not limited to, due dates and prioritization, will be negotiated between the Parties.

5.2. Approval of the Application by City does not release Company of the obligation to obtain an encroachment permit for any work in the public right-of-way, which must be obtained from City or other agency with jurisdiction. All encroachment permit fees associated with the Application shall be the responsibility of Company.

5.3. If, in the judgment of City the accommodation of any of Company's Equipment necessitates the rearrangement of City Equipment located on Overhead Facilities or the replacement of Overhead Facilities, City will notify Company in writing within fourteen (14) days of the necessary changes and provide an estimate of the cost of the changes required. At City's option, Company may perform the requested rearrangement on behalf of City to City's specifications. If Company maintains its desire to use said Overhead Facilities and notifies City within fifteen (15) days, City will make such rearrangement or replacement, the Total Cost of which to be paid at the sole expense of Company. If Company accepts the makeready work proposal and estimate by notifying City within fourteen (14) days, within sixty (60) days City shall notify existing attachers of any third party make-ready work involving existing attachers' equipment. Company shall have responsibility for coordinating with those existing attachers to complete such make-ready work. All parties, including City, shall complete all make-ready work within sixty (60) days of the notice, or one hundred five (105) days for applications involving more than three hundred (300) poles, or some longer timeframe negotiated by Company and the responsible parties. The Total Cost of all make-ready work completed solely to accommodate Company's Equipment will be at the sole expense of Company. City will notify Company of any extraordinary cost before such costs are incurred. If Company does not approve the extraordinary costs within fifteen ( 15) days after the issuance of notice of such costs, the costs shall be deemed disapproved and City shall consider the Application withdrawn. City shall not be responsible to Company for any loss sustained by Company by reason of the failure of any such third party, City, or user to make such rearrangements or transfers. Company shall be responsible for the cost of make-ready work completed by existing attachers, including the subsequent payment arrangements.

5.4. After completion of any work required by City to make the Overhead Facilities ready for placement of the Equipment and after receiving written approval to proceed from City ("Attachment Authorization"), Company Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 5 ends

shall have the right to install, maintain and use Equipment described in its Application, subject to any reasonable technical conditions in City's written approval. Before commencing any such installation, Company shall notify City of the time when it proposes to do said work at least fourteen (14) business days in advance so that City may arrange to have its representative present when such work is performed. If Company provided such notice and City's representative is not available, Company is not obligated to alter its installation schedule or delay any planned work.

5.5. The timelines described in this Section may be extended under special circumstances upon mutual written agreement of all the affected Parties. If the installation is not substantially completed in the specified time limit, then, upon notice by City, the Application and approval shall be considered withdrawn and a new Application must be re-submitted for approval. If at any time City finds that the Equipment is not installed in accordance with the approved Application, such as having extra equipment not shown in the Application documentation, City has the right to stop the installation and require that any installed equipment not in accordance with the approved Application be removed, with Company responsible for the Total Cost of the removal.

5.6. Nothing in this Agreement shall be construed to obligate City to grant Company permission to use any part of City's Overhead Facilities, provided that such use shall not be denied or delayed in a discriminatory manner. If permission to use a part of City's Overhead Facilities is refused, City shall provide in the response the reason for the denial and the remedy, if such remedy is available, to gain access to the subject Overhead Facilities. Company may make other arrangements for the installation of Equipment. Company agrees to conform its Equipment to the requirements of G.O. 95, as amended, of the Public Utilities Commission of the State of California.

5.7. For purposes of this Agreement, "Decommissioned Equipment" is Equipment that Company is not using for a continuous period of one hundred eighty (180) days or more nor has any intention of ever using to provide service to Company. Decommissioned Equipment, not intended to be used any longer, shall be promptly removed from City's Overhead Facilities by Company within ninety (90) days of Company's decommissioning of the equipment. Company shall send written notification of removal of such equipment to City. City will stop charging fees from the date of receipt of the notification of removal and City shall have the right to verify removal. If City suspects that Equipment on its Overhead Facilities is decommissioned, City may send written notice to Company. Upon receipt of written notice, Company has ninety (90) days from the date that the notice was issued to remove the Decommissioned Equipment, or to notify City in writing that it disputes in whole or in part City's claim that Equipment is not or will not be utilized. If Company fails Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 6 ends

to respond or fails to remove undisputed Decommissioned Equipment, City may remove the Decommissioned Equipment at Company's expense. City's failure to require removal in any particular instance shall not prevent City from requiring removal at a later date.

6. NEW OVERHEAD FACILITIES
If Company decides to erect Overhead Facilities in locations within City limits where none currently exist, then Company shall give notice to City that it may attach to the proposed new Overhead Facilities if it so desires subject to the terms and conditions offered by Company. Nothing herein shall be deemed to grant any required permits and approvals of any governing agency.

7. INSTALLATION AND MAINTENANCE OF ATTACHMENTS
Company shall employ a licensed and competent professional and at its own sole risk and expense, to install and maintain Equipment on Overhead Facilities in safe and good repair and in accordance with the requirements of City's Rules and Regulations, and all City, local, state and federal laws, ordinances and regulations.

Company shall have six (6) months from Attachment Authorization to complete the attachment, unless the Parties mutually agree to extend such timeframe.

Following Company's installation of the attachment, City shall provide post construction comments, if any, within forty-five (45) days after City receives written notification of completion from Company. If Company fails to perform work related to post-construction comments within the timeframe described in this Agreement, City may perform the necessary work, the Total Cost of which City shall be at the sole expense of Company.

If City identifies any deviation from the aforementioned requirements involving Company's Equipment, City shall report the deviation in writing to Company.

Company shall subsequently either respond in writing disputing the alleged deviation(s) or request more time for investigation with accompanying schedule within thirty (30) days of issuance of the written notice or resolve the deviation so that the Equipment conforms to all requirements. Such resolution shall be completed within one hundred eighty (180) days of issuance of notification, or less if required by G.O. 95. If Company fails to correct within specified time, City may perform the necessary corrections, the Total Cost of which City shall be at the sole expense of Company. No Application is necessary for replacement of existing Equipment if such replacement is the same model type, size, weight and appearance as the existing Equipment that was previously submitted and approved by City, and if the Parties agree that such replacement constitutes maintenance.

Following Company installation of permitted attachments, the time taken by Company to respond to City's post-construction comments shall not exceed one Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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hundred eighty (180) days from issuance, unless the Parties agree to extend such timeframe due to extenuating circumstances. If Company fails to perform such necessary work within this timeframe, City may perform the necessary work and the Total Cost of such work shall be at the Company's sole expense.

8. COORDINATION WITH THIRD PARTIES
City shall coordinate with Company to identify all existing third party attachers on any affected Overhead Facilities in relation to attachers' proposed new contacts or modifications of existing contacts. Within sixty days (60) of acceptance of proposed make-ready work, City shall notify any existing third party attachers that make-ready work for another attacher needs to be performed. Company shall coordinate directly with third party attachers any work that may be required by the existing third party attachers to accommodate Company's proposed work. Company may complete make-ready work with the consent of the existing attachers. Any costs associated with such modification of third party attachers' equipment are the responsibility of Company. Company may complete make-ready work without the consent of the existing third party attachers, if the existing third party attachers fail to move their attachments by the end of the make-ready timeline requirements specified in this Agreement.

9. LOCATION OF ATTACHMENTS
Any pole space allotted to a Party for its use, any pole space allotted for clearance purposes, and any unallotted pole space may be occupied by a guy, lamp suspension or vertical contacts owned by either Party, so long as such occupancy does not conflict with the Terms and Conditions of this Agreement or the requirements of City, and provided that such guy, lamp suspension and vertical contacts are installed in such manner so as not to prevent or interfere with the full utilization by either Party, or preexisting third party, of the space allotted for such Party's use.

10. ATTACHMENT LIMITATIONS

10.1. Equipment shall not be installed, placed, or maintained on Overhead Facilities carrying voltage of 60,000 volts or greater between conductors.

10.2. If City finds it necessary at any time to intentionally increase its voltage to 60,000 volts between conductors on the poles jointly occupied under this Agreement, City shall give Company ninety (90) days' prior written notice, as provided herein, of its intention to increase said voltages.

10.3. Equipment must be installed below the supply cabinet level of City Overhead Facilities and a minimum of 8' above ground line.

11. IDENTIFICATION OF EQUIPMENT
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Company shall identify Equipment newly installed or serviced at each contact point by means of a marking method mutually agreed upon by the Parties. Such identification shall be visible from ground level. Company shall provide City a 24- hour contact phone number to enable City to report any concerns regarding Equipment. In the event that City reports such concerns to Company, Company shall respond to such call(s) within three (3) days and perform the required repair or correct any adverse impact to City's operations caused by such Equipment at no cost to City, unless solely caused by City, within thirty (30) days of issuance of notice.

12. ADDITIONAL ATTACHMENTS
Except to the extent this Agreement provides otherwise, Company shall not have the right to place, nor shall it place, any additional Equipment in contact with any Overhead Facilities, or modify the location or manner in which existing Equipment contacts any Overhead Facilities, used by it without first following the attachment application process described in this Agreement and receiving written permission to do so from City as described in this Agreement. Company may rearrange existing attachments without being charged an additional attachment fee; for any new attachments the applicable fee shall be charged.

13. SUBSEQUENT ATTACHMENTS
If City intends to authorize or permit attachments of a third party to a pole jointly used by Parties under this Agreement, and if the proposed attachments of such third party requires the rearrangement of any Equipment, City shall obligate such third party to agree to pay to Company the cost for Company to rearrange the Equipment and any damage caused thereto before authorizing or permitting the attachments, to the extent allowed under existing contracts and applicable law.

14. GUYS AND ANCHORS

14.1. Company, at its sole risk and expense, shall install and maintain guys and anchors as required where Company's anchorage requirements are not coincident with City Overhead Facilities' existing anchorage requirements.

14.2. Where the anchorage requirements of Overhead Facilities used by the Parties are coincident, the existing guys and anchors should be used. If City, in accordance with accepted electric utility standards, determines that separate guys and/or anchors are necessary, Company, at its sole risk and expense, shall install new guys and/or anchors. If City, based on such accepted electric utility standards, determines that the existing guys and/or anchors need to be replaced, City, at Company's sole expense, or Company itself or Company's authorized contractors shall install new guys and/or anchors. Company shall be responsible for the Total Cost of such work.

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14.3. No charge, payment or fee of any nature whatsoever shall be collected or become due by or to either of the Parties for the attachment of guy wires, provided that the proper easement(s) have been acquired. Vertical contacts to poles, stubs, and the attachment of wires or wire supports to poles to provide or maintain horizontal clearance from a pole of the other Party are excluded from charge, payment, or fee of any nature.

15. WARRANTY
Company hereby warrants that it has acquired, and maintains during the term of this Agreement, all necessary authorization required to provide services set forth in this Agreement within City. If the nature and character of Company's Equipment changes in the future, Company shall notify City, in writing, at least sixty (60) days in advance of its intent to change the nature of its Equipment. The Parties agree that the Terms and Conditions of this Agreement are based on the nature of Equipment attached to the Overhead Facilities. Company acknowledges that any unauthorized change in the nature of Equipment, beyond the definition of Equipment specified in this Agreement, shall require the renegotiation of the Terms and Conditions of this Agreement.

16. RIGHT OF CITY TO INSPECT
City shall have the right to inspect each new installation of Equipment attached to its Overhead Facilities and to make periodic inspections at City's discretion as conditions may warrant. Such inspections shall not relieve Company of any responsibility, obligation or liability assumed under this Agreement.

17. ACCESS
For the term of this Agreement, Company is authorized to use any easements and rights-of-way of City for access to Overhead Facilities to which Equipment is attached pursuant to this Agreement so long as such use does not impede City's present and future access to Overhead Facilities or easements. Company shall provide proper notification to the servient estate before entering private property.

Easement authorization for purposes of this Section shall be deemed revoked upon Equipment removal or as described in Section 24.1.

18. COMPENSATION AND PAYMENT
As compensation for the right to install and maintain Equipment on Overhead Facilities, Company shall pay to City fees calculated as set forth in Exhibit A, attached hereto and incorporated herein by reference.

18.1. Application Fee. The non-refundable one-time application fee for Application review and inspection of Equipment installed on Pole per attachment installed on Pole per attachment ("Application Fee") is set forth in the City's approved Municipal Fee Schedule, adopted by the City Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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Council on an annual basis. The Application Fee is subject to City's review and adjustment in accordance with City policies and procedures and with any applicable law.

18.2. Surety Bond. Prior to the installation or other work performed by Company pursuant to this Agreement, Company shall furnish City with a surety bond satisfactory to City in the amount of two hundred and fifty thousand dollars ($250,000) ("Surety Bond") to protect City in the event of a default or if Company fails to meet and fully perform any of its obligations in accordance to this Agreement. The bonding company shall be a United States based entity with legal rights to issue bonds in the State of California. The bond forms shall be in a form approved by the City Attorney. In the event City draws from Surety Bond, in whole or in part, then Company shall replenish the Surety Bond to the full amount stipulated within thirty (30) days and failure to do shall be deemed a default. If Company fails to meet and fully perform any of its obligations in accordance to this Agreement causing the City to draw from the Surety Bond two (2) or more times in a twelve (12) month period, City reserves the right to increase the required bond amount up to $50,000.

18.3. Equipment Contact Fees. Company shall pay City annual Equipment Contact Fees per attachment as described in Exhibit A. The fees shall be paid annually as set forth in this Section. The fees will be adjusted as described in Exhibit A. The fees will be charged each time an attachment contacts a Pole. City agrees that in no event shall the fees exceed the Pole attachment fee charged to any other commercial user attaching like equipment or facilities in the Pole's communications space by agreement with City entered into or renewed after the Effective Date.

18.4. Payment Schedule. As compensation for the right to install and maintain Equipment on Poles, Company shall pay to City fees calculated as set forth in Exhibit A, attached hereto and incorporated herein by reference.

18.4.1. The amount of the fee due to City from Company for any year shall be based on the type and number of attachments, as defined in Exhibit A. Said amount shall become due and
payable in one (1) annual installment within thirty (30) days of issuance of invoice.

18.4.2. The payment dates provided for in this Section may be modified by City upon ninety (90) days prior written notice to Company.

City may render an invoice for amounts due, but failure by City to render an invoice does not relieve Company from its
obligation to pay the fees due.

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18.5. Overdue Payments. If the payment is not paid as required herein, simple interest on unpaid, undisputed amounts of the payment shall accrue, until paid, at one percent (1%) per month. or an amount dictated by law.

18.6. Payment for Renewal Term. At the cessation of the Initial Term, as defined in this Agreement, Company may elect to renew this Agreement ("Renewal Term") as set forth in Section 2 for that Renewal Term and at the Rate Schedule set forth in Exhibit A., to the extent such rates comply with applicable law.

18.7. Baseline Report. The compensation in this Section shall be based upon the pro-rated number of Equipment estimated to be attached to Poles between the effective date and June 30th of the first year("Baseline Report"). City shall have the right to audit and verify the Baseline Report to assure the accuracy of the number of Pole attachments stated.

18.8. Inventory Report. Thereafter, upon request an inventory report ("Inventory Report") shall be submitted by Company to City, in writing, by May 31 st setting forth the total number of Pole attachments utilized by Company.

The Inventory Report shall include the total number of Equipment attachments from July 1st to June 30th of each given year. City shall have the right to audit and verify the Inventory Report to assure the accuracy of the number of Pole attachments stated.

18.9. Penalty. Should City determine that the actual number of attachments installed exceeds the number in the Baseline Report and/or Inventory Report, the additional attachments shall be deemed as unauthorized.

Company shall be required to either submit an Application or contest the alleged unauthorized attachment within thirty (30) days of issuance of notice of the alleged unauthorized attachment. City may, at its sole discretion, require a one-time assessment equal to three times the thencurrent annual Equipment Contact Fee(s) set forth in Exhibit A for the attachment(s) if it is reasonably shown to have been made without authorization. City may remove any unauthorized attachments as set forth in California Public Utilities Code section 9513. City shall invoice Company for the Total Cost incurred by City as a result of removal.

18.10. Payment Disputes. If Company does not agree upon the amount owed, then it shall pay the undisputed amount and shall contact the City to discuss the remaining balance. Interest at the rate listed in Section 18.5 shall be awarded on that amount unpaid but actually due.

19. INTERACTION WITH CITY OR THIRD PARTY EQUIPMENT

19.1. For purposes of this Agreement, the term "Negative Impact" shall mean adversely interfering on a continuous or regular basis with the operation of Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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equipment owned or operated by or on behalf of City or third party who has an active attachment agreement with City. This includes interfering with the transmission of signals or the physical operation of any device.

Company acknowledges and accepts that existing City services are currently in use. If Company's Equipment is found to be the cause of any Negative Impact upon City's services, City shall notify Company of such Negative Impact and Company shall either eliminate such impact or shutdown the operation of any Equipment in the vicinity of the Negative Impact within seventy-two (72) hours of issuance of notification in order for City, at its sole discretion, to determine the extent of the impacts and how to reduce/eliminate such impacts. If it is determined that the removal of Equipment is needed to reduce/eliminate the Negative Impact, City shall notify Company and Company shall have thirty (30) days after issuance of notification to remove the offending Equipment If, after the timeframe mentioned above has elapsed, the Negative Impact continues, City shall have the right to remove the offending Equipment from the Poles and store the Equipment in accordance with the terms set forth in this Agreement If the solution to remove the Negative Impact results in the removal of Company's Equipment, Company may apply to move the Equipment to a new Pole pursuant to the terms set forth in this Agreement Upon written request of Company, City shall provide a map showing available Pole locations within five hundred (500) foot radius of the Pole to be removed.

19.2. If Company finds that any City third party attacher who has an active attachment agreement with City is causing a Negative Impact, as defined in this Agreement, then Company and the third party attacher shall coordinate to resolve the Negative Impact within fourteen (14) days of notification. If a resolution is not reached within the stated timeframe, Company and/or third party attacher may request, at the sole risk and expense (Total Cost) of the party causing the Negative Impact, City to take action, including providing a study indicating which party is the cause of the Negative Impact Once identified, the party causing the Negative Impact shall remove or relocate Communications Equipment, or otherwise resolve Negative Impact, within thirty (30) days.

19.3. If Company disputes the finding that its Equipment is the cause of the Negative Impact, Company, at its sole risk and expense, may submit a study within thirty (30) days of City notification pursuant to Section 19.1 to demonstrate that its Equipment is not the cause. City shall review and respond to Company's study within thirty (30) days. If, at its sole discretion, City accepts and agrees with Company's study, Company may resume the operation of its Equipment If, at its sole discretion, City does not accept and/or agree with Company's study, Section 19.1 shall apply.

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19.4. City may, from time to time, require enhancements to its existing systems, including the expansion of the wireless service and installation of new wireless devices on Poles. City will use commercially reasonable efforts to install any new wireless devices in locations that will not interfere with Company's existing Equipment. Company will be provided at least sixty (60) days advance notification of such City activities and will be given time to re-evaluate their installations in the event, at the sole discretion of City, the enhancements to City services requires the removal or relocation of Company's Equipment. City shall have no obligation to make available any alternate Pole or any other facility for the relocation of Company's Equipment; however, at the sole cost of Company, City will accept and expedite Applications to relocate the Equipment to a new location, as set forth in Section 4 of this Agreement. Upon request of Company, City shall provide a map showing available Pole locations within a five hundred (500) foot radius of the Pole to be removed.

20. INTERRUPTION OF SERVICE
City and Company shall not be liable to each other for any interruption to Company's service or for any interference with the operation of Company's Equipment arising in any manner from the use of Overhead Facilities by City in accordance with this Agreement.

21. NO OWNERSHIP OR VESTED INTEREST CREATED
No use of any Overhead Facilities under this Agreement shall create or vest in Company any ownership interest, tenancy, estate or any other interest in the Overhead Facilities and Company's rights therein shall be and remain a license.

Each Party shall pay the Total Cost of the installation and maintenance of its own facilities. Nothing in this Agreement shall be construed to compel City to maintain any Overhead Facilities for a period longer than demanded by its own service requirements. Title to the Equipment, exclusive of the Overhead Facilities (original or replacement) used for support shall remain with Company and shall constitute Company's personal property and equipment, and not fixtures or improvements attached to the land.

22. REPLACEMENT OF POLES OR ANCHORS

22.1. Simple Pole Transfers: For the purposes of this Agreement, a "Simple Pole Transfer" shall be defined as a transfer occurring in-line with the existing lead, has simple guying and does not require the following:
splicing, service interruptions, riser transfers that require large amounts of trenching or conduit work, and complex guying. In the event any Overhead Facilities occupied by Company under this Agreement consisting of a Simple Pole Transfer are to be replaced, repaired, or altered. Company shall, at its own sole risk and expense, upon at least thirty (30) days Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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(except in the case of rearrangements required by third parties or City Equipment), notice from City, relocate or replace its Equipment or transfer it to replacement Overhead Facilities or perform any other work in connection with said Equipment that may be required by City; provided, the deadline above may be extended as needed on a day to day basis when Company requires otherattachers to perform their transfer and those transfers have been delayed. Company shall provide prior written notice of such delay otherwise the deadline will not be extended at the City's option.

If Company fails to transfer or replace its Equipment within ninety (90) days of notification of pole replacement, City will have the right to transfer or remove Company's Equipment, the Total Cost at Company's sole expense. A single ninety (90) day timeline extension may be granted due to reasons of operational necessity. In such instances, Company shall make the request in writing to City for approval, the request and approval shall occur within the original ninety (90) days. City shall exercise extreme care when transferring Company's Equipment to the new Overhead Facilities. City shall not be liable to any claims of damage on Company's Equipment arising from such work except to the extent caused by the active negligence or willful misconduct of City.

22.2. Complex Pole Transfers: For the purpose of this Agreement, a "Complex Pole Transfer" shall be defined as any transfer occurring out of line with the existing lead and/or requires: splicing, service interruptions, riser transfers that require large amounts of trenching or conduit work, and complex guying or complex coordination. In the event that any Overhead Facilities occupied by Company under this Agreement consisting of a Complex Pole Transfer are to be replaced, repaired, or altered, City shall schedule a meeting with all affected attachers. From this meeting a schedule with milestones will be produced in writing and distributed to all parties. If Company fails to perform such work after a schedule is agreed to then City may perform such tasks as needed, the Total Cost at Company's sole expense, to allow the other attachers to meet their milestones. In the case that the work to be performed is of a specialized task and City is performing the work, City will hire a qualified contractor to perform the work.

22.3. Emergency Pole Transfers: For purposes of this Agreement, an "Emergency" shall be defined as an unforeseen event, circumstance, or combination of circumstances that City reasonably determines to require immediate action and/or presents an ongoing danger to public health and safety and/or imperils SVP's distribution system. In cases of Emergency, City may, the Total Cost at Company's sole expense, relocate or replace the Equipment, or transfer it to replacement Overhead Facilities, or safely secure the Equipment temporarily or perform any other work required to serve the needs of City, provided that City notifies Company Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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of such work within three (3) business days after completion of such work. City shall make commercially reasonable efforts to notify Company of the relocation of its Equipment in the event of an emergency, prior to the relocation of that Equipment. City shall not be liable for any claims of damage to Company Equipment and/or company service interruptions concerning Company Equipment transfer work, except in the case of City's active negligence or willful misconduct.

23. REMOVAL OR VACATION
Should Company remove its Equipment from any of City's Overhead Facilities, Company shall, within thirty (30) days after such removal, give notice thereof to City, specifying the Overhead Facilities vacated and the location thereof, as well as the date of removal. Removal of all Equipment from any Overhead Facilities without its replacement or substitution by Company within thirty (30) days shall constitute a termination of Company's right to use such Overhead Facilities and easements without making a new Application thereof. Once the Equipment is removed, Company shall restore Overhead Facilities to City's satisfaction.

24. POLE REMOVAL NOTICE

24.1. If City is required by law or ordinance or desires at any time and for any reason to remove any Overhead Facilities or replace any existing Overhead Facilities with one not suitable for placement of Company's Equipment, City shall, except in cases of Emergency, issue Company a Notice of Pole Removal, to that effect at least thirty (30) days prior to the date on which it intends to remove such Overhead Facilities and Company shall no longer have approval to have such Overhead Facilities on City property or easements. When able, City shall provide Company a preliminary notice at least ninety (90) days in advance. If Company cannot accommodate the removal of the Equipment within the thirty (30) day notice period then the Parties will either (1) have City remove and store Company's Equipment, the Total Cost at Company's sole expense; or (2) shall negotiate and mutually agree upon a longer timeframe for removal of the Overhead Facilities and Company's Equipment, on a case-by-case basis. The removal of the Equipment shall be at the sole risk and Total Cost of Company. City shall have no obligation to make-ready any Pole for the relocation of Company's Equipment; however City will accept and expedite Applications to relocate the Equipment to a new location provided the Application meets the requirements set forth in Section 4 of this Agreement. Upon request of Company, City shall provide a map showing available Pole locations within a five hundred (500) foot radius of the Pole removed.

24.2. In the event of an Emergency, as defined in this Agreement, City may remove such Overhead Facilities and shall in such case notify Company Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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within three (3) business days of the action taken. City shall make commercially reasonable efforts to notify Company of the removal of its Equipment, prior to the Emergency removal of that Equipment. In the event that a service disruption is not evident (i.e. cable cuts), City shall exercise extreme caution during removal operations. City shall not be liable for any claims of Equipment damage and/or Company service interruption concerning Company's Equipment transfer or removal work as a result of such work, except in the case of City's active negligence or willful misconduct.

24.3. Abandonment/Sale of Equipment: If at any time Company shall desire to sell any Overhead Facilities under this Agreement, it shall notify City of its intention in writing no later than sixty (60) days in advance of the intended abandonment or sale date. When Company sells Overhead Facilities to another entity, Company shall notify such entity that a Pole Contact Agreement with City is needed in order to maintain Overhead Facilities on Poles.

24.4. Sale by City: It is the practice of City to not abandon any Overhead Facilities. Notwithstanding that practice, if at any time City desires to sell any Overhead Facilities jointly used by the Parties, it shall notify all attachers of its intention in writing. All attachers shall have the right to bid for the Overhead Facilities through a public process consistent with the City's Charter and City Code.

25. DAMAGE TO CITY PROPERTY AND/OR OVERHEAD FACILITIES
Company shall exercise precautions to avoid causing damage to City property and/or Overhead Facilities. Company shall assume responsibility for any loss stemming from such damage to the extent such loss is caused by Company.

Company shall report to City within twelve (12) hours of learning of any such damage and shall reimburse City for its Total Cost incurred in making repairs to such damage caused by Company. City may choose not to accept further Applications until City receives said reimbursement or payment dispute as described in Section 18.9, unless otherwise required to do so under any applicable local, state or federal laws.

City shall exercise precautions to avoid causing damage to Company property and/or Equipment. City shall assume responsibility for any loss stemming from such damage to the extent such loss is solely caused by City's negligence or willful misconduct of City. City shall report to Company within twelve (12) hours of learning of any such damage and shall reimburse Company for its Total Cost incurred in making repairs to such damage caused by City.

If Equipment owned by either Party shall hereafter displace or pull any reasonably serviceable Overhead Facilities, occupied hereunder, out of line, or Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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damage any Overhead Facilities or such Equipment or installations owned by the other Party in any manner, the Party whose Equipment caused such damage shall pay the Total Cost of any related replacements, repairs or restoration of said Overhead Facilities, Equipment or installations.

26. DEFAULT AND REMOVAL OF EQUIPMENT

26.1. If Company should default in the performance of any work that it is obligated to do under this Agreement, following the notice period set out in this Agreement or thirty (30)days if no specific notice period is provided for, which may be extended upon written mutual agreement of the Parties, City may elect to do such work at Company's sole expense, and Company shall reimburse City for the Total Cost.

26.2. If Company should default in the removal of its Equipment or property from any of the Overhead Facilities within the time allowed for such removal, City shall give written notice to Company that City will remove and store the Equipment or property at Company's sole expense (Total Cost). If Company does not claim said Equipment within one hundred eighty (180) days, the Equipment shall become the sole property of City in which event title to said Equipment and property shall vest in City as of one hundred eighty (180) days after the date of such written notice.

26.3. Nothing herein contained shall be construed to make City or other third parties under contract with City liable for damage to Equipment or service of Company, except in the case of active negligence or willful misconduct on the part of City or third parties under contract with City. Damage to Equipment or service of Company by any party other than City or third parties under contract with City are subject to Section 27 of this Agreement.

27. DEFAULT PROCEDURES
Company shall be subject to default procedures as set forth in this Section if Company defaults in any of the following particulars:

27.1. Fails to pay the undisputed fees prescribed in this Agreement; or

27.2. Breaches any other term or condition of this Agreement.

Upon default under either of the subsections above, City shall give Company written notice setting forth the nature of the default and a demand that said default be cured and remedied. If Company fails, neglects or refuses within thirty (30) days after the giving of said notice to cure or remedy the default, or commence and diligently continue such cure, then City, upon notice and without Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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suit or other proceedings, may terminate this Agreement and cancel and annul the rights and privileges granted herein.

27.3 City shall be subject to default procedures as set forth in this Section if City breaches any term or condition of this Agreement. Upon such default, Company shall give City written notice setting forth the nature of the default and a demand that said default be cured and remedied. If City fails, neglects or refuses within ninety (90) days after the giving of said notice to cure or remedy the default, or commence and diligently continue such cure, then Company may terminate this Agreement

28. TERMINATION

28.1. Termination for Default. In the event that City invokes Section 27 in the case of a material breach by Company.

28.2. Termination by Company. In the event that Company desires to terminate the Agreement before the expiration of the Initial Term, as described in 2, Company shall provide written notice to City at least ninety (90) days in advance and shall be subject to pay the Equipment Contact Fees as described in Section 18.3.

28.3. Termination by City. In the event that Company (or any successor-ininterest to Company) shall cease to operate, City may terminate this entire Agreement upon providing Company or Company's successor ninety (90) days prior written notice of City's intent to so terminate this Agreement.

28.3.1. In the event that all of Company's Equipment that has been in place and previously used by Company is not utilized by Company for a period of twelve (12) consecutive months, City may terminate this entire Agreement upon providing Company ninety (90) days prior written notice of City's intent to so terminate this Agreement. If Company should default in the timely removal of its Equipment, Section 26.2 of this Agreement shall apply.

28.3.2. City shall not terminate this Agreement for telecommunications anti-competitive reasons, however this provision does not waive City's right to remove Overhead Facilities in accordance with any other provisions of this Agreement.

28.4. Upon receipt of a notice of termination as referred to in Section 28.1, 28.2 or 28.3, this Agreement shall terminate at the date specified in such notice, which date shall not be less than ninety (90) days from the date of such notice. Company, at its own expense, shall remove any and all attachments from Poles. The Parties will negotiate a practical timeframe Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

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for the removal of Company's Equipment from City's Overhead Facilities.

Such negotiated timeframe shall not exceed three (3) years and shall include milestones setting expectations for the amount of progress at specified intervals. If Company should default in the removal of its Equipment or property from City's Overhead Facilities within the agreed upon timeframe, then Section 26.2 shall apply.

28.5. In the case of termination due to any reasons, or denial of the Option to Extend for an additional five (5) years as described under Section 2.1, City will continue to process Applications from Company, provided that Company engages in timely negotiations for a replacement agreement.

Furthermore, Company shall maintain all existing Equipment on City's Overhead Facilities pursuant to and in accordance with the Terms and Conditions of this Agreement until such time the replacement agreement becomes effective. In order for the negotiations to be considered timely, City shall submit a notice in writing at least six (6) months prior to the expiration date to Company indicating who will be acting as City's point of contact for the negotiations, as well as requesting a meeting date. Within four (4) weeks of the notification being sent, Company shall reply to City with its point of contact. If at any time during the negotiation the point of contact for either Party is changed, such Party shall notify the other Party no less than two (2) weeks in advance. The negotiations, at least, shall consist of monthly meetings and biweekly updates. If a new agreement is not signed within one (1) year of the termination date of this Agreement, City will have the option, with thirty (30) days notice, to decline to accept Exhibit (B)

29. USE SUBJECT TO PRIOR RIGHTS AND OBLIGATIONS
Nothing in this Agreement shall be construed as affecting any rights or privileges previously conferred by City or of an interest in or of facilities on the Overhead Facilities, by contract or otherwise, upon others to use the Overhead Facilities covered by this Agreement, except that City's rates, terms and conditions of access shall be non-discriminatory; and City shall have the right to continue and extend such rights or privileges consistent with this Agreement. The privileges herein granted to Company shall at all times be subject to any such existing contracts and arrangements. Any rights and privileges herein conferred are also subject and subordinate to the prior right of City to use all its easements, rightsof-way and property interests and governmental powers in the performance of its duties as a municipal utility and a governmental entity.

30. NON-EXCLUSIVE LICENSE
The license and right to access the Overhead Facilities granted by this Agreement is non-exclusive. Company shall not interfere with any other license and right of access granted by City to any other third party.

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31. NO FRANCHISE RIGHTS CREATED
Nothing in this Agreement shall be construed as granting or creating any franchise right.

32. NO PUBLIC OFFERING
To the extent Company is required to file this Agreement with the Public Utilities Commission, Company declares that said filing, pursuant to the procedural requirements of G.O. 95-A is not to be construed as a public offering by Company of the services or the Equipment.

33. ASSIGNMENT AND SUBCONTRACTING
City and Company bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City, which approval shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Company, without City's approval, may assign or transfer this Agreement and all of its rights, interests and/or obligations hereunder to any direct or indirect whollyowned subsidiary of Company's parent company.

Company shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Company is for the acts and omissions of persons directly employed by it.

34. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

35. THIRD PARTY MODIFICATIONS
This Agreement shall be subject to such changes or modifications as may be required or authorized by any non-City affiliate third party regulatory commission in the exercise of its lawful jurisdiction, provided that neither Party is hereby consenting to its contractual rights being impaired, and any modification, revision, renewal or extension of this Agreement shall so state.

36. INDEPENDENT CONTRACTOR
Company and all person(s) employed by or contracted with Company to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Company has full rights to manage its employees in their performance of Services under this Agreement.

37. CONFIDENTIALITY OF MATERIAL
Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 21 ends

Subject to the California Public Records Act, and any other applicable Federal, state, or local laws, all ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Company or City and all other written information submitted to Company or City in connection with the performance of this Agreement shall be held confidential by Company and City provided that it is clearly and conspicuously marked as such, and shall not, without the prior written consent of City or Company, be used for any purposes other than the performance of the Agreement nor be disclosed to an entity not connected with performance of the Agreement. Notwithstanding the foregoing, City may provide Company with "block maps" and Company acknowledges that these block maps may not be clearly and conspicuously marked as confidential, but Company agrees that the block maps shall be held as confidential regardless of such marking and may not be used for any purposes other than the performance of the Agreement nor be disclosed to an entity not connected with the performance of the Agreement. Nothing furnished to Company which is otherwise known to Company or becomes generally known to the related industry shall be deemed confidential.

38. HOLD HARMLESS/INDEMNIFICATION

38.1. To the extent permitted by law, Company agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Company's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Company pursuant to this Agreement unless solely caused by the City's active negligence or willful misconduct. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

38.2. Limitation on Liability. Neither Party shall be liable to the other for any indirect, special, consequential, punitive or exemplary damages, such as damages for loss of anticipated profits or revenue or other economic loss, for any claim or cause of action arising out of or related to this Agreement, whether arising in contract, tort or otherwise, except for claims for which a party has an obligation of indemnity under this Agreement, for any grossly negligent, willful or fraudulent act or omission, or unless otherwise stated in this Agreement.

38.3. Company's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21 Page 22
employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Company, against City (either alone, or jointly with Company), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

39. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Company shall provide and maintain in full force and effect, at no cost to City insurance policies set forth in Exhibit C.

40. WAIVER
Company agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

City of Santa Clara
Attn: Chief Electric Utility Officer
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Company addressed as follows:

Level 3 Telecom of California, LP
Attn: NIS Contracts
1025 Eldorado Blvd, ROW
Broomfield, CO 80021
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

For after normal business hours or emergencies, all notices to the Parties shall be sent to City as follows:

Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 23 ends

Non-Emergency Service Requests: (8 a.m. - 5 p.m., M-F)
Operator on Duty
Day: (408) 615-5600
Night: ( 408) 615-5640
Emergency Service Requests (24 hr.):

Operator on Duty
(408) 615-5640
And to Company as follows:

Non-Emergency After Hours:

UNI call: 1-866-864-2255
Emergency:

UNI call: 1-866-864-2255

42. COMPLIANCE WITH LAWS
Company shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Company's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Company has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

43. CONFLICT OF INTERESTS
Company certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Company and that no person associated with Company has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Company is familiar with the provisions of California Government Code Section 87100 and following , and certifies that it does not know of any facts which would violate these code provisions. Company will advise City if a conflict arises.

44. FAIR EMPLOYMENT
Company shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 24 ends

gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

45. NO USE OF CITY NAME OR EMBLEM
Company shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

46. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

47. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

48. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

49. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 25 ends

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
Dated: - -------------
City Attorney
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
LEVEL 3 TELECOM OF CALIFORNIA, LP
Dated:

Nov 4, 2022
By (Sig nature): =fA=."~=/1,=K~=~=fv=~=~=~=~f=11=~=M=on==================== Name: Danett Kennedy ------~---------- Tit I e: Sr. Manager - ------------- --- Pr inc i pa I Place of 1025 Eldorado Blvd Broomfield, Co 80021 Business Address: - ---------------- Em a i I Address: [email protected] ----------------- Te I e phone: ~(~ ) _7_2_0_-8_8_8_-6_4_6_1 _ _ ______ _ Fax: _(~)_72_0_-_8_88_-_1_00_0_ ( m_a_i_n _o_ff_ic_e )_n_o_f_a_x __ _ "COMPANY"
Pole Contact Agreement with Level 3 Telecom of California, LP Rev. 05-04-21

Page 26 ends

EXHIBIT A

SCHEDULE OF FEES AND CHARGES
I. Equipment Contact Implementation Charges
Company shall reimburse City for the actual Total Cost for preparing the Overhead Facilities for each new or modified Company attachment. This reimbursement is a one-time charge, as applicable, for each attachment.

Charges are due upon approval to install or modify any Equipment contact and must be paid before make-ready construction begins.

Charge:

Description:

Price:

Charge:

Description:

Price:

Charge:

Description:

Price:

Charge:

Description:

Price:

Cable Attachment Charges
The costs incurred by City for making space available and other modifications necessary to accommodate each line
attachment.

Total Cost
Anchor Attachment Charges
The costs incurred by City for making provisions for guying the structure at the communications level.

Total Cost
Equipment Attachment Charges
The costs incurred by City for making space available and other modifications necessary to accommodate equipment
(amplifiers, nodes, batter backup) mounting.

Total Cost
Engineering Charge
The costs incurred by City for reviewing contact design, designing City modifications and updating operation records.

Total Cost
II. Annual Equipment Contact Fees
Company shall pay City fees for contacting the Overhead Facilities as described in Section 18 of this Agreement. The Contact Fees will be paid annually and may be adjusted each year in accordance to the adjustment rates as set forth in this Exhibit. The applicable fees will be charged each time a cable attachment or other piece of equipment contacts a Pole or anchor. City agrees that in no event shall the applicable fee exceed the pole attachment fee charged to many other commercial users attaching like facilities in the poles' communication space by agreement with City entered into or renewed after the date of this Agreement.

Fee: Cable Attachment Fee
Description: The annual fee to be paid by Company for each point on the pole to which Company's cable is attached. Equipment not requiring an additional cable attachment point and required safety attachments, Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit A-Schedule of Fees Rev. 10-15-18

Page 1 ends

such as guard arms shall not invoke an additional pole attachment fee but, shall require the standard request and engineering review prior to being attached to the overhead facilities.

Fee: Anchor Attachment Fee
Description: The annual fee to be paid by Company for each City anchor used by Company.

Fee: Equipment Attachment Fee
Description: The annual fee to be paid by Company for the pole space used by Company to mount equipment (amplifiers, nodes, battery backup).

Fee: Riser Contact Fee
Description: The annual fee to be paid by Company for the pole space used by Company to mount each riser.

Ill. Modifications to Annual Contact Fee
Contact Fees are set by City Council and subject to City's review and adjustment in accordance with City policies and procedures and in accordance with any applicable law.

IV. Security Deposit
The Security Deposit required is based upon the number of City-approved Company Poles. Company shall increase the amount of the Security Deposit as the number of Poles increases, per the increments listed below.

Number of Poles Security Deposit
0- 50 $5,000
51 - 100 $10,000
101 - 250 $25,000
251 - 500 $50,000
501 -1,000 $100,000
Addition of 100 or 1,000 $10,000 or $100,000
Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit A-Schedule of Fees Rev. 10-15-18
Page2

EXHIBIT B

SAMPLE INSTRUCTIONS AND APPLICATION
Company and/or Contractor ("Applicant") Responsibilities

1. Applicant is responsible to do its own engineering analysis (submitted with Application) to determine where on the Pole Applicant needs to attach in order to meet CPUC GO 95 clearance requirements along the proposed route.

2. Applicant design must be in conformance with SVP Standard OH 0825.

3. Applications will follow the Application and approval time frames outlined in this Agreement.

4. City generally does not specify attachment heights.

5. All attachments that will need to be installed by Applicant on an x-arrn supplied by City in accordance with SVP Standard OH 0825. City will identify the location on the x-arm to attach to. SVP will supply the x-arrns, braces, and gains, but Applicant will need to supply the bolts and nuts, and mount the x-arrn. Existing communication cable attached to Poles will need to be transferred to the new x-arm by Applicant.

The locations on the x-arrn for each of the cable attachments to be transferred over will be identified by SVP.

TOF
Communication ~OF
attachments
TIP
BIF
TIS
BIS
TOS
BOS
New Communication
x-ann
Street--•►

6. There may be make-ready work that needs to be done by other attachers. SVP will notify the other attachers that work is occurring in the area. Applicant is responsible with coordinating with the other attachers to perform the work.

7. Existing "out of service" cable/devices related to the Application must be removed by Applicant.

8. Applicant requests will be approved over two phases. The first phase will be insuring the make ready work is completed to SVP specification. The second phase will permit Applicant to attach cable and/or equipment to the poles. A final inspection will be done after all work is completed.

9. New Poles or anchors in sidewalk will require a Street Encroachment Permit.

Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit 8-Sample Application Page 1 Rev. 05-04-21

10. Copy of authorized permit will be required on job site at all times.

Required Documents
□ Application and Permit: Prepare and submit one (1) fully completed copy of the Application and Permit proposal prior to constructing any new attachments, expansions, service drops, upgrades, rebuilds or overlashing of cable attached to any Poles to:

City of Santa Clara
Department of Electric Utility - SVP Engineering
1500 Warburton Avenue
Santa Clara, CA 95050
□ Maps: Include one (1) copy of detailed route maps that clearly show the location of each Pole Applicant proposal applies to. Maps must include:
a. A map number on each map submitted;
b. A number for each Pole on each map submitted;
c. Street and road names;
d. Crossroad information;
e. A legend of the map symbology;
f. A correct North direction symbol;
g. Guying locations;
h. Span Lengths; and
i. Railroad crossings and limited access crossing.
□ Pole Attachment Proposal Specification Data Sheet: Complete and include one (1) copy of Pole attachment proposal specification datasheet for each route map. o Route Approval: SVP will verify if the route is approved. If the route is not approved, SVP will notify Applicant immediately so the route can be modified. o Make-Ready Work Approval: Upon completion of the SVP Pole Inspection Evaluation, a make-ready review sheet will be submitted to Applicant for review.

Permission for make ready work will be granted by SVP once the make ready work meets all SVP requirements. A make-ready work final inspection will be performed before approving for fiber/equipment attachment. Any work identified in the post make-ready work inspection must be completed before authorization to attach fiber/equipment to Pole is granted.
o Attachment Approval: Applicant will be permitted to attach fiber/equipment after make-ready work has been inspected and any modification identified by SVP is corrected.
o Final Inspection: SVP will perform a final inspection of the project once the project has been completed by Applicant. Any modifications required by Applicant will be identified and submitted for Applicant to correct. o Project Completion: SVP will notify Applicant when the project has been completed once the final inspection identified modifications have been Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit B-Sample Application Page 2 Rev. 05-04-21
completed. A report will be sent to Applicant identifying the number of Poles attached to, fees incurred, and notification of project completion. □ Include a CD with Application. Files to include are: Application, make-ready sheets, maps, engineering calculations, and any device specifications.

Pole Contact Agreement Application Cover Sheet
Customer Job Number SVP Job ID Encroachment Permit# Date Telephone Number
Authorized Contact Signatu~re
Project Dependent on Trenching or Boring?
Boring Trenching No
Has a request for an Encroachment Permit been
submitted?
Yes □ No
Note: If project is dependent on boring or trenching,
no permit will be issued until an encroachment permit
is a roved and a ermit number is rovided.

Date Received Date Review Due
Fees
State
I
Fax Number
Contact Name (print)
If Yes , Date Submitted for Permit
Date Approved
Packet Contents
Make Ready Engineering Calculations
Map
Standard Inspection Costs: $230.15* x ______ + ____ _ = $ ___ _ *Inspection Fee (per pole) $230.15
(# Work Locations) (Additional Fees) (Total Cost)
Net change to attachment balance in this project.
# Cable # EquiJ:)ment # Anchors # Risers
I I l I
Date Other Attachers Notified
Notification letter Attached
Approval to Perform Make Ready Work Granted By Approval Date r
Date Due
Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit B-Sample Application Page 3 Rev. 05-04-21
Approval to Attach Cable & Equipment Granted By Approval Date Date Due I
Post Construction Work Modification Re uirements
Date Completed
Ap12roval Date
l

APPROVED STAMPED MAKE READY DOCUMENTS MUST BE ATTACHED AND PRESENT WITH THIS PERMIT ON THE JOB SITE# OF ATTACHED PAGES
Type of Construction:

New Rebuild Overlash Other*
*If other, describe
I
If Overlash, how many times has this bundle been overlashed? I
# Pole Work locations
I
Note: If overlashing include bundle before and after diameter/ weight in cable and Device section
Type of Cable
Fiber Coax
Gu Other
Fiber Coax
Gu Other
Fiber Coax
Guy Other
Devices
New Attachments
#Cable
I
j Eguipment
#Risers
l
#Overlashes
.1
#Anchor I C
#New Poles
I
#Overloaded Poles #New Cross Arms
:I I
Project Description:

Stringing
Tension lb
Type/ Description of
Device
Manufacturer Part# Weight Dimensions
Anchors
Type Manufacturer Part# Holding Capacity (No Safety
Factor lbs
Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit B-Sample Application Page 4 Rev. 05-04-21
l l I .1
I l l I
Risers
Size Number Existing on Pole Material Type
l l I j
l I I l

COPY OF AUTHORIZED PERMIT IS REQUIRED ON JOB SITE
NOTE: FAILURE TO COMPLETELY FILL OUT THIS PERMIT APPLICATION WILL RESULT IN THE

APPLICATION PACKET BEING RETURNED UNPROCESSED

ALL CABLE SHALL BE MARKED WITH AN APPROPRIATE MEANS OF IDENTIFICATION AT EVERY POLE. ALL SUCH IDENTIFICATIONS SHALL BE READABLE BY THE NAKED EYE FROM THE GROUND.

Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit B-Sample Application Page 5 Rev. 05-04-21

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Company's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Company shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each occurrence
$2,000,000 General aggregate
$2,000,000 Products/Completed Operations aggregate
$2,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Company; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Company to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit C-lnsurance Requirements

Page 1 ends

Rev. 05-04-21
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Company and/or its contractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Company included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Company or any contractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Company's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Company shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit C-lnsurance Requirements

Page 2 ends

Rev. 05-04-21

3. 4.
any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Company's insurance.

Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal. If in accordance with standard insurance industry practices the insurer is unwilling or unable to include such notice requirement in any policy, then in lieu thereof Company, rather than the insurer, shall provide City with such notice.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal. If in accordance with standard insurance industry practices the insurer is unwilling or unable to include such notice requirement in any policy, then in lieu thereof Company, rather than the insurer, shall provide City with such notice.

Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Company and City agree as follows:

1. Company agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Company for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit C-lnsurance Requirements

Page 3 ends

Rev. 05-04-21
complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

2. The City reserves the right to withhold payments from the Company in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Company, and each and every contractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Company shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Company or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be e-mailed to:
[email protected]
Or by U.S. Mail at:

EBIX Inc.

City of Santa Clara - Department of Electric Utility
P.O. Box 100085 - S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Company shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit C-lnsurance Requirements Page4
Rev. 05-04-21
be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Pole Contact Agreement with Level 3 Telecom of California, LP/Exhibit C-1 nsurance Requirements

Page 5 ends

Rev. 05-04-21
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1457 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action on an Affordable Housing Agreement with Taylor Morrison of California, LLC for a Project located at 3035 El Camino Real

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
Taylor Morrison of California, LLC (the “Developer”) is proposing to construct 48 townhouse units on a 1.88-acre site located at 3035 El Camino Real. The project site is located within the General Plan - El Camino Real Focus Area - a local and regional commercial and transportation corridor envisioned in the City’s 2010-2035 General Plan for a mix of high intensity commercial and residential development. In December 2019, City Council approved a rezoning from Thoroughfare Commercial (CT) to Planned Development (PD) to allow development of 48 condominium units, a private street, landscaped open space, surface parking and site improvements, and a Tentative Subdivision Map to subdivide the existing parcel into a single lot subdivision with 48 condominium units.

As a condition of the land use entitlements, and per the City’s inclusionary housing policy governing at the time of the entitlement, the Developer was required to enter into an Affordable Housing Agreement (AHA) with the City to designate 10 percent of the total units (i.e., four dwelling units) as Below Market Purchase (BMP) units to be sold to qualified first-time homebuyers at an affordable price based upon Area Median Income (AMI).

DISCUSSION
The proposed AHA with the Developer uses the City’s standard form (Attachment 1) and will enable and guarantee the delivery of four (4) BMP units for sale within Santa Clara. The AHA fulfills an obligation placed upon the Developer through the City’s land use entitlement process.

The BMP Policies and Procedures Guidelines adopted by the City Council (“BMP Program”) provide that in the case of a fractional obligation of 4.8 units, a developer can either elect to provide five (5) BMP units or four (4) BMP units and pay a BMP in-lieu fee for the fractional units. In this case the Developer is proposing to provide four BMP units and pay a fractional in-lieu fee. The BMP units will be sold to households whose income is at or below 110% of 2022 AMI with an average affordability level of 100% AMI. The resulting sales price for the BMP unit will be as follows:
· Unit# 10, (Building A - 1 bedroom, 1 bath $451,000 100% AMI · Unit# 22, (Building A - 2 bedroom, 2,5 bath $496,000 90% AMI · Unit# 31, (Building B - 3 bedroom, 3 bath $571,000 100% AMI City of Santa Clara Page 1 of 3 Printed on 12/2/2022
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· Unit# 38, (Building B - 3 bedroom, 3 bath $641,000 110% AMI To maintain long-term affordability, a 20-year restrictive resale covenant is enforced and recorded against the BMP unit. The resale restrictions within the covenant include:

1. If the BMP unit is sold within five years of acquisition, the owner must sell the BMP unit to another income-eligible homebuyer.

2. After five years of ownership, the owner can resell the BMP unit at market price; however, the City and the owner will share the appreciated value of the unit. The owner's share of any appreciation beyond the Initial Market Value will increase by five percent (5%) per year for twenty (20) years.

3. After the covenant expires in twenty (20) years, the equity sharing requirements is exhausted and the homeowner will realize full gain beyond the Initial Market Value.

Approval of the proposed AHA will implement the City’s General Plan inclusionary housing policy consistent with the previous land use entitlements granted for the subject property and contribute to the production of a mix of affordable housing types within Santa Clara.

ENVIRONMENTAL REVIEW
A Mitigated Negative Declaration (MND) and Mitigation Monitoring or Reporting Program (MMRP) were prepared and a Notice of Availability was circulated for a 30-day period in accordance with California Environmental Quality Act (CEQA) requirements. The MND and MMRP were approved by City Council on December 17, 2019.

FISCAL IMPACT
In accordance with the policies of the BMP Program, the City will realize a recapture of the inclusionary subsidy value of the BMP units when resold in the future if the unit is sold within twenty (20) years of the date of the AHA. The principal amount of the BMP subsidy value is due in full at the end of the 20-year term.

In addition, a one-time Affordable Housing in-lieu fee for the 0.8 fractional unit will be deposited into the City Affordable Housing Fund at the time it is received from the Developer.

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute the Affordable Housing Agreement with Taylor Morrison of California, LLC , to execute amendments thereto, and to take any other action necessary to implement the requirement for the provision of four (4) Below Market Purchase City of Santa Clara Page 2 of 3 Printed on 12/2/2022
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homes within a 48-unit townhome project at 3035 El Camino Real; and

2. Authorize the recordation thereof.

Reviewed by: Andrew Crabtree, Director, Community Development Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Affordable Housing Agreement with Taylor Morrison of California, LLC City of Santa Clara Page 3 of 3 Printed on 12/2/2022
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RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:

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

Attn: Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050

SPACE ABOVE RESERVED FOR RECORDERS USE

AFFORDABLE HOUSING AGREEMENT
by and between the

CITY OF SANTA CLARA, CALIFORNIA
AND
Taylor Morrison of California LLC

A LIMITED LIABILITY COMPANY

PREAMBLE
This Affordable Housing Agreement (the "Agreement") is entered into on this __ day of _____ , 2022, (the "Effective Date") between Taylor Morrison of California, LLC, a limited liability company, with its principal place of business located at 2603 Camino Ramon, Suite 450 San Ramon, CA 94583 (the "Developer"), and the City of Santa Clara, a chartered municipal organization, with its primary business address located at 1500 Warburton Avenue, Santa Clara, CA 95050 (the "City"). City and Developer may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. The purpose of this Agreement is to increase, improve and preserve the supply of moderate income housing in the City by ensuring the Developer's construction and sale of housing affordably priced for Median Income Household(s), as defined in Section 1.c below.

B. Developer owns certain real property (the "Project Site") located within the jurisdiction of the City, which is described in Attachment A attached hereto and incorporated herein.

C. Developer intends to construct forty eight (48) condominium housing units ("Units") on the Project Site pursuant to the December 2019 City Council Resolution 19- 8797("Project").

D. As a condition of Project entitlement by the City, and to satisfy the City's lnclusionary Housing Policy, the Developer is required to designate four (4) Condominium housing units, as shown on Attachment B attached hereto and incorporated herein, to be marketed and made available for sale exclusively to Very Low, Low Income and Affordable Housing Agreement with Taylor Morrison
Amended 5-31-22
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fractional unit that is required by the Project's conditions of approvals and the City's Below Market Purchase Program Policies and Procedures Guidelines (the BMP Program Policies & Procedures").

E. The BMP Units will be sold at a price not to exceed an Affordable Sales Price as defined in Section 1.b below.

F. Developer shall pay the in-lieu fee to the City at the time when the last (ie. Fourth (4th)) designated BMP Unit is sold. The in-lieu fee amount shall be equal to 80 percent of the difference between the unrestricted appraised mar~t value (Initial market value) and the Affordable Sales Price of the last BMP unit sold.//.

G. "Developer," for purposes of this Agreement, includes Developer and any assignee or successor in interest.

The Parties therefore agree as follows:

AGREEMENT PROVISIONS

1. DEVELOPER OBLIGATIONS.

As provided in this Agreement, in compliance with the Project conditions of approval and subject to the approval of the City, the Developer hereby designates four (4) of the units to be completed on the Project Site as BMP Units. Such BMP Units shall be the units designated as such in Attachment B attached. Developer agrees to complete the 1, 2 and 3 bedroom BMP units in single phase of development, and shall meet the following criteria:
a. The BMP Units shall all have the standard amenities available to market rate units, including equivalent parking facilities, and shall have 1, 2 and 3 bedrooms and 1, 2, 2.5, and 3 bathrooms The BMP units shall be offered for sale by the City or its designee.
b. The BMP Unit shall be sold at the following "Affordable Sales Price":
• UNIT 10 (Building A- 1 bedroom, 1 bath $451,000 100% AMI • UNIT 22 (Building A - 2 bedroom, 2.5 bath $496,000 90% AMI • UNIT 31 (Building B - 3 bedroom, 3 bath $571,000 100% AMI • UNIT 38 (Building B - REV. - 3 bedroom, 3 bath $641,000 110% AMI c. The BMP Units shall be sold exclusively to and for occupancy by persons and families whose affordable housing costs are not less than 25 percent of the gross income of the household, nor which exceeds the product of 35 percent times 100 percent of area median income adjusted for family size ("Median Income Household( s )").
d. The BMP Units shall be marketed and made available for sale by the City or its designee to Very Low, Low Income and Moderate Income Households at the applicable Affordable Sales Price. The City reserves the right to use consultants as necessary to qualify eligible buyers and to market the BMP Units. Developer agrees not to engage in direct marketing of the BMP Units without prior written approval of the City.

Affordable Housing Agreement with Taylor Morrison
Amended 5.31.2022

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e. Developer agrees to abide by the BMP Program Policies & Procedures, as they may be amended from time to time. A true and correct copy of the current BMP Program Policies & Procedures is attached hereto and incorporated herein as Attachment C.
f. Unless otherwise released from this Agreement as provided herein, Developer and City agree that concurrently with the closing of the sale of each BMP Unit: (i) City and the BMP Unit buyer shall execute and record against the BMP Unit covenants substantially in the form of Exhibit A of the BMP Program Policies & Procedures; (ii) the BMP Unit buyer shall execute a promissory note substantially in the form of Exhibit B of the BMP Program Policies & Procedures; and (iii) the BMP Unit buyer shall execute and record against the BMP Unit a deed of trust substantially in the form of Exhibit C of the BMP Program Policies & Procedures.

2. CITY OBLIGATIONS.

The City agrees to make a good faith effort to initiate marketing of the BMP Units itself or through its designee, within 30-days of the Developer providing notice to the City of completion of construction, and availability for sale, of the BMP Units. The City, at its sole discretion, may consent to a Developer's request to conduct earlier marketing efforts.

3. TERM OF AGREEMENT.

The term of this Agreement shall begin on the Effective Date and shall terminate when all BMP Units have received certificates of occupancy and escrow has closed on all BMP Units, thereby transferring title to City-approved buyers. Upon such transfer of title to the BMP Units, Developer shall have no further obligations or liabilities with respect to the BMP Units, including without limitation, any responsibility for compliance by the buyer or its successors with the terms and conditions of the resale restrictions applicable to such BMP Units.

4. ASSIGNMENT OF AGREEMENT; SUCCESSORS IN INTEREST.

No interest in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the City, which approval shall not be unreasonably withheld.

5. RELATIONSHIP OF CITY AND DEVELOPER.

No written or verbal statement, including but not limited to this Agreement, shall be deemed or construed to create a partnership, tenancy, joint venture or co-ownership between the City and the Developer. The City shall not be responsible or liable for the debts, losses, obligations or duties of the Developer with respect to the Project Site, the Project or otherwise.

6. NO THIRD PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third party or parties other than the record owner of title to the Project Site, and no other third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

Affordable Housing Agreement with Taylor Morrison
Amended 5 .3 1.2022

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7. FAIR EMPLOYMENT.

Developer shall not discriminate against any employee because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of state or federal law in the performance of this Agreement.

8. HOLD HARMLESS/INDEMNIFICATION.

Developer agrees to defend, hold harmless and indemnify the City, its Council members, officers, employees, volunteers and agents from any claim, injury, liability, loss, cost, and/or expense or damage arising from or in any way connected with the this Agreement and the performance thereof, including any such claim, etc., arising from the actual or alleged presence of hazardous substances on the Property, or any environmental claim relating in any way to the Property or Project.

9. COMPLIANCE WITH ENVIRONMENTAL LAWS.

Developer shall comply with all environmental laws and environmental permits applicable to the operations of the Developer on the Project Site and the ownership or use of the Project Site and the Project, shall immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance, shall keep the Project Site and Project free and clear of any environmental claims or liens imposed pursuant to any environmental law, and shall obtain and renew all environmental permits required for ownership or use of the Project Site and the Project.

10. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any required time thereafter as set forth below, Developer shall purchase and maintain in full force and effect, at no cost to City, the following insurance policies:
■ Commercial general liability policy (bodily injury and property damage); ■ Comprehensive automobile liability policy; and
■ Workers' compensation and employer's liability policy Said policies shall be maintained with respect to employees and vehicles assigned to the performance of work under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as set forth in Attachment E, attached hereto and incorporated herein.

11. INTEGRATED DOCUMENT; AMENDMENT.

This Agreement and its terms and conditions, and the Project's conditions of approval, embody the entire agreement between the Parties. No other understanding, agreements, or conversations with any officer, agent, or employee of City shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. It is mutually understood and agreed that, except for the City's periodic updates of its BMP Program Policies & Procedures and related documents, no amendment to this Agreement shall be valid unless made in writing and signed by the Parties.

Affordable Housing Agreement with Taylor Morrison
Amended 5.31.2022

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12. SEVERABILITY CLAUSE.

In case any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

13. WAIVER.

Developer agrees that waiver by a Party of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

14. NOTICES.

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

City:

Developer:

Housing & Community Services Division
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 248-3381
Taylor Morrison of California, LLC
2603 Camino Ramon, Suite 450
San Ramon, CA 94583
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

15. GOVERNING LAW; VENUE.

This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. In the event that suit shall be brought by either Party, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, in the United States District Court, Northern District of California.

16. COMPLIANCE WITH LAWS.

Developer shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments, applicable to the Project Site and Project.

17. DISPUTE RESOLUTION.
a. Unless otherwise mutually agreed to by the Parties, any controversies between Developer and the City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service Affordable Housing Agreement with Taylor Morrison
Amended 5.31.2022

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EBIX S200004816
of that request on the other Party. Submission to mediation shall be a pre-condition to filing of any litigation.
b. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement. The costs of mediation shall be borne by the Parties equally.

18. CONFLICTS OF INTEREST.

Developer certifies that to the best of its knowledge no City employee or officer has any pecuniary interest in the business of Developer and that no person associated with Developer has any interest that would conflict in any manner or degree with the performance of this Agreement.

Developer represents that it presently has no interest and shall not acquire any interest, direct or indirect, which could conflict in any manner or degree with the faithful performance of this Agreement. Developer is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts that constitute a violation of said provisions. Developer will advise City if a conflict arises.

19. COVENANTS RUNNING WITH THE LAND.

The Parties agree that this Agreement shall run with the land, and, subject to the terms hereof, shall bind any and all successors in interest. The Parties agree that this Agreement shall be duly recorded with the County of Santa Clara against each legal parcel associated with the BMP Units within twenty (20) days after the date the Final Map creating the separate legal parcels associated with the BMP Units is recorded .

20. COMPLIANCE WITH ETHICAL STANDARDS.

As a condition precedent to entering into this Agreement, Developer shall review and agrees to comply with the City's "Ethical Standards Ethical Standards For Contractors Seeking To Enter Into An Agreement With The City Of Santa Clara, California" (viewable at http:/ /sa ntacla raca. gov /home/showdocument?id=58299). 21 . MARKET RATE UNITS.

Upon the request of the Developer, the City shall execute one or more agreements in recordable form certifying that a market rate unit within the Project is not subject to the requirements of this Agreement.

Affordable Housing Agreement with Taylor Morrison
Amended 5.31.2022

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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date first set forth above.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
APPROVED AS TO FORM :
"CITY"
Office of the City Attorney
City of Santa Clara
"DEVELOPER"
Dated: _________ _
Office of the City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone:

Fax:
(408) 615-2210
( 408) 241 -6771
Taylor Morrison of California, LLC, A Limited Liability company J
V1
2603 Ca
San Ram
[email protected]
Telephone: 925- 983-4690
Affordable Housing Agreement with Tay lor Morrison
Amended 5.3 1.2022
Dated: _ \D--t---l h}_l/Y_

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A notary public or other officer completing this ce1tificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
) ss:

COUNTY OF Co~lA Cw:h )
On ~ ba:f' ] , 2022 before me, _ :}' ~-:3~· ~A-~\~_____, __________ _ Notary Public (insert name and title of the officer),
personally appeared ]' eno . w s l t I I;~ s ' who proved to me on the basis of satisfactory evidence to be the person(s) whos~ ame(s) is/a.Fe" subscribed to the within instrument and acknowledged to me that b,e/she/tbey executed the same in hjalher/tReif' authorized capacity(ies), and that by bisther/tb,eir'"signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: ~
[Seal]
Affordable Housing Agreement With Taylor Morrison /Notary Amended 5.31 .2022
········~ J, J.AHLBERG
Notary Public • Cailfor~ia z
Contra Costa County ~
Commission :/ 2396590 -
y Comm. Expires Apr 6, 2026
Page I of I

AFFORDABLE HOUSING AGREEMENT
by and between the

CITY OF SANTA CLARA, CALIFORNIA
AND
Taylor Morrison of California LLC

A LIMITED LIABILITY COMPANY

ATTACHMENT A

LEGAL DESCRIPTION OF PROJECT SITE
Affordable Housing Agreement With Taylor Morrison /Attachment A Amended 5.31.2022
EBIX S200004816
Page I of2
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The land referred to in this Report is situated in the County of Santa Clara, City of Santa Clara, State of California, and is described as follows:

PARCEL ONE:

Beginning at a point on the Nort herly line of El Camino Real, distant thereon South 89° 57' 53" West, 969.0 feet from the intersection of the centerline of Bowers Avenue and the said Northerly line of El Camino Real, as shown on that certain Map entitled, 11 Tract No. 1675, El Rancho Camino, Unit No. 2, and recorded in Book 76 of Maps, at Page 32, Santa Clara County Records, thence from said point of beginning, northerly and parallel with the centerline of Bowers Avenue, Nort h 0° 15' 3511 East, 300.01 feet to the southerly line of said Tract No. 1675 El Rancho Camino, Unit No. 2; thence westerly along the said southerly line of Tract No. 1675, North 89° 57' 5311 East, 351.67 feet; thence southerly and parallel with the said centerline of Bowers Avenue, South 0° 15' 3511 West, 300.01 feet to the aforementioned Northerly line of El Camino Real; thence easterly along the last said nort herly line North 89° 57' 5311 East, 351.67 feet to the point of beginning.

EXCEPTING THEREFROM:

1. That portion granted to the City of Santa Clara, a municipal corporation by Deed dated August 4, 1969 and recorded September 24, 1969 in Book 8680, Page 443, Instrument No. 3689486 of Official Records.

2. That portion granted to Alfred A. Schmidt, et ux, by Deed recorded July 5, 1962, Book 5634, Page 554 of Official Records.

PARCEL TWO:

Beginning at a point on the Northerly line of El Camino Real, distant thereon South 89° 57' 53" West, 1374.00 feet from the intersection of the centerline of Bowers Avenue and the said Northerly line of El Camino Real, as shown on that certain Map entitled, 11 Tract No. 1675, El Rancho Camino, Unit No. 2, and recorded in Book 76 of Maps, at Page 32, Santa Clara County Records, thence from said point of beginning, Easterly along the Northerly line of said El Camino Real, North 0° 15' 5311 East, 53.33 feet; thence Northerly and parallel with the centerline of Bowers Avenue, Nort h 0° 15' 3511 East, 300.01 feet to the Westerly prolongation of the Southerly line of said Tract No. 1675; thence Westerly along the prolonged line of Tract No. 1675, North 89° 57' 5311 West, 53.33 feet; thence Southerly and parallel with the centerline of Bowers Avenue, South 0° 15' 5311 West, 300.01 feet to the aforementioned Nort herly line of El Camino Real the point of beginning, as granted by Thomas Bowers and John W. Bowers to Harriett B. Scott by the Deed dated October 26, 1960 and recorded November 1, 1960 in Book 4968, Page 698, Instrument No. 1901274 of Official Records.

EXCEPTING THEREFROM:

That port ion granted to the City of Santa Clara, a municipal corporation by Deed dated August 4, 1969 and recorded September 24, 1969 in Book 8680, Page 443, Instrument No. 3689486 of Officia l Records.

APN 220-32-059
Afford able Housing Agreement With Tay lor Morrison /Attachment A Amended 5.3 1.2022

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AFFORDABLE HOUSING AGREEMENT
by and between the

CITY OF SANTA CLARA, CALIFORNIA
AND
Taylor Morrison of California LLC

A LIMITED LIABILITY COMPANY

ATTACHMENT B

BMP UNIT LOCATIONS
(Map Attached)
Affordable Housing Agreement with Taylor Morrison /Attachment B Amended 5.31.2022
EBIX S200004816
Page I of2

AFFORDABLE HOUSING AGREEMENT
by and between the

CITY OF SANTA CLARA, CALIFORNIA
AND
Taylor Morrison of California LLC

A LIMITED LIABILITY COMPANY

ATTACHMENT B

BMP UNIT LOCATIONS
EBIX S200004816
3035 EL CAMINO REAL SANTA CLARA
4th. FLOOR
a:
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3rd. FLOOR
BLDG. A
2nd. FLOOR 1st. FLOOR 1st. FLOOR
Affordab le Housing Agreement with Taylor Morrison /Attachment B Amended 5.3 1.2022
2nd. FLOOR 3rd. FLOOR
L
LEGEND
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4th. FLOOR

IIIOICATES
LOCATION Of
Bl,IR UNIT
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ORIENTATIOII
(A=REVERSE)

UNIT NUMBER

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AFFORDABLE HOUSING AGREEMENT
by and between the

CITY OF SANTA CLARA, CALIFORNIA
AND
Taylor Morrison of California LLC

A LIMITED LIABILITY COMPANY

ATTACHMENT C

BMP PROGRAM POLICIES AND PROCEDURES
(Attached hereto)
Affordable Housing Agreement with Taylor Morrison /Attachment C Amended 5.31.2022
EBIX S200004816
Page I of I

AFFORDABLE HOUSING AGREEMENT
by and between the

CITY OF SANTA CLARA, CALIFORNIA
AND
Taylor Morrison of California LLC

A LIMITED LIABILITY COMPANY

ATTACHMENT D
[INTENTIONALLY LEFT BLANK]
Affordable Housing Agreement with Taylor Morrison /Attachment D Amended 5.31.2022
EBIX S200004816
Page I of I

AFFORDABLE HOUSING AGREEMENT
by and between the

CITY OF SANTA CLARA, CALIFORNIA
AND
Taylor Morrison of California LLC

A LIMITED LIABILITY COMPANY

ATTACHMENT E

INSURANCE COVERAGE REQUIREMENTS
EBIX S200004816
Without limiting the Developer's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Developer shall purchase and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations aggregate
$1,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Developer; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Developer to comply with the insurance - requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion, which precludes coverage for claims or suits by one insured against another;
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability; d. Coverage shall contain no Contractor's' limitation endorsement limiting the scope of coverage for liability arising from pollution, personal injury, Owners' and Contractor's' protective Liability; and
Affordable Housing Agreement with Taylor Morrison /Attachment E Amended 5.31.2022

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e. Contractual Liability coverage shall expressly include all liability assumed under this Agreement.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Developer and/or its sub-contractor's involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS' COMPENSATION

2. The indemnification and hold harmless obligations of Developer included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Developer or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. The City of Santa Clara, its officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Developer's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 1 O 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Developer shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from any other insurance, which the indemnities may possess, including any self-insurance or self-insured retention Affordable Housing Agreement with Taylor Morrison /Attachment E Amended 5.31.2022

Page 2 of 4 ends

EBIX S200004816
they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Developer's insurance.

3. Cancellation.

4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of nonrenewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Developer and City agree as follows:

1. Developer agrees to ensure that sub-contractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Developer, provide the same minimum insurance coverage required of Developer, except as with respect to limits. Developer agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.

Developer agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such sub-contractors and others engaged in the project will be submitted to City for review.

2. Developer agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Developer for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

Affordable Housing Agreement with Taylor Morrison /Attachment E Amended 5.31.2022

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EBIX S200004816

3. The City reserves the right to withhold payments from the Developer in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Developer, and each and every sub-contractor (of every tier) shall, at its sole cost and expense, purchase and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Developer shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection
G. EVIDENCE OF COMPLIANCE
Developer or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Developer shall submit to City copies of the actual insurance policies or renewals or replacements.

EBIX Inc.

The City of Santa Clara
Housing & Community Services Division
P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number:

Fax number:

Email address:

H. QUALIFYING INSURERS
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Developer shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Affordable Housing Agreement with Taylor Morrison I Attachment E Amended 5.31.2022

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1383 Agenda Date: 12/6/2022

REPORT TO COUNCIL

SUBJECT
Action on Historic Resource Inventory Property Designation and Historical Preservation Agreement (Mills Act) for 324 Madison Street and Class 31 CEQA Exemption

COUNCIL PILLAR
Promote and Enhance Economic Housing and Transportation Development

BACKGROUND
Property owners, Stephanie and Tommy Tran, applied for listing of the property located at 324 Madison Street on the City’s Historic Resource Inventory (HRI) and approval of a Preservation Agreement (Mills Act Contract) for the property. The subject property is located on the west side of Madison Street and in the Old Quad historic neighborhood. The existing residence on the property is a 1,393 square-foot, one-story, Mediterranean Revival house constructed in 1936 or 1938. The property has a detached one-car garage built in 1955, a newer open-shed roof addition attached to the garage on the north side, and a newer shed structure that is less than 120 square feet.

A requirement of the Mills Act is that the building must be a qualified structure, listed on either a local, State, or National register. The property owners must also demonstrate a plan to restore and rehabilitate the property. The property owners have submitted the requisite application, including a Historic Survey (DPR 523A Form) of the property for determination of eligibility to the HRI, Statement of Justification for the request, and a 10-Year Restoration and Maintenance Plan for evaluation of the proposed workplan to restore, rehabilitate, and maintain the property. The Mills Act Contract with 10- Year Restoration and Maintenance Plan and supporting documents are made part of the Historical and Landmarks Commission staff report, included here as Attachments 1 and 2 respectively, and reviewed at the November 3, 2022 Historical and Landmarks Commission meeting.

Following review of the application, staff report, and public testimony, the Historical and Landmarks Commission recommended that Council approve the addition of 324 Madison Street to the City’s HRI; approve the Mills Act Contract; and adopt the Ten-Year Restoration and Maintenance Plan for the subject property.

DISCUSSION
The purpose of the Mills Act Contract is to offer owner(s) of historically significant properties an economic incentive to maintain and preserve the historical physical integrity of their properties, which thereby also increases the aesthetic and economic health of the surrounding neighborhood and the City. A 10-Year Restoration and Maintenance Plan is required to document specific maintenance and preservation activities proposed to be undertaken by the property owners for the Contract property.

The Council established a process for evaluating Mills Act Contract requests on September 4, 1993 City of Santa Clara Page 1 of 3 Printed on 12/2/2022
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22-1383 Agenda Date: 12/6/2022
(Resolution No. 5843), that set a limit of five contracts per year. In 2004, the City Council increased the number of allowable contracts to 10 per year. If approved, the subject property would be the seventh for 2022 and within the City’s allowed number of ten contracts for 2022.

The historic survey prepared for the property details the criteria for evaluation and listing of a potentially historic resource and concludes that the property is eligible for listing on the City’s HRI based on cultural, architectural, and geographic criteria. The property owner’s Statement of Justification along with the 10-Year Restoration and Maintenance Plan demonstrate the property owner’s intent to invest in the subject property consistent with the purpose of Mills Act Contracts.

ENVIRONMENTAL REVIEW
The Mills Act program is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15331 of the CEQA Guidelines (Class 31 - Historical Resource Restoration / Rehabilitation).

Class 31 consists of projects limited to maintenance, repair, stabilization, rehabilitation, restoration, preservation, conservation, or reconstruction of historical resources in a manner consistent with the Secretary of the Interior’s Standards for the Treatment of Historic Properties (“SOI Standards”). The Project will result in the restoration and rehabilitation of the 1930’s structure consistent with the SOI Standards.

FISCAL IMPACT
The amount of the property tax reduction depends upon the property, location, size, and comparable properties in the area. Currently, the assessed value of the property is approximately $1,185,880 (6/30/2022 information) and the annual property tax is approximately $14,093 (2022/2023 value) (Source: Santa Clara County Assessor’s Office). The City receives approximately ten percent (10%) of the base property tax. The Mills Act tax reduction is based on an income capitalization method (ICM) calculation based on the average monthly rent, average maintenance costs, and an amortization schedule to arrive at a reduced appraisal value resulting in lower property taxes. The anticipated tax reduction would be 20 percent to 70 percent based on the County’s evaluation of the property’s age, condition, and local market value factors in the estimated annual fiscal impact to the City for this individual Mills Act contract would be a decrease of property tax revenue in the range of $281 to $986. The actual future fiscal impact may be greater due to the reassessment of property value by the County upon transfer of ownership.

As the current Council policy allows up to 10 Mills Act Contracts to be approved each year, the cumulative economic impact for multiple Mills Act contract does not significantly reduce the overall property tax income for the City. The Mills Act contract is the seventh such request in 2022.

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

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22-1383 Agenda Date: 12/6/2022

RECOMMENDATION

1. Adopt a Class 31 Exemption under CEQA Guidelines Section 15331;

2. Approve the addition of the property located at 324 Madison Street to the City’s HRI; and

3. Authorize the City Manager to execute a Mills Act Contract and adopt the 10-Year Restoration and Maintenance Plan associated for the property at 324 Madison Street.

Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Mills Act Contract and 10-Year Restoration and Maintenance Plan

2. Historical and Landmarks Commission Staff Report of November 3, 2022 City of Santa Clara Page 3 of 3 Printed on 12/2/2022
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RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:

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

Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE]

HISTORIC PROPERTY PRESERVATION AGREEMENT
This Agreement, (herein, "Agreement"), is made and entered into this ___ day of ___________, 2022, ("Effective Date"), by and between Stephanie and Tommy Tran, owners of certain real property located at 324 Madison Street (“OWNER”) and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("CITY"). CITY and OWNER may be referred to herein individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." A. Recitals.
(1) California Government Code Section 50280, et seq. authorizes the CITY to enter into a contract with the OWNER of qualified Historical Property to provide for the use, maintenance, and restoration of such Historical Property so as to retain its characteristics as property of historical significance.
(2) OWNER possesses fee title in and to that certain real property, together with associated structures and improvements thereon, shown on the 2022 Santa Clara County Property Tax Rolls as Assessors' Parcel Number 269-41-030, and generally located at the street address 633 Park Court, in the City of Santa Clara ("Historic Property"). A legal description of the Historic Property is attached hereto as "Legal Description," marked as "Exhibit "A," and incorporated herein by reference.
(3) The Historic Property is on the City of Santa Clara Architecturally or Historically Significant Properties list. OWNER submitted a Mills Act Proposal to City on September 9, 2022.

The Proposal included a Primary Record from the State of California’s Department of Parks and Recreation. A true and correct copy of the Proposal is attached to this Agreement as “Exhibit B”. (4) CITY and OWNER, for their mutual benefit, now desire to enter into this Agreement both to protect and preserve the characteristics of historical significance of the Historic Property and to qualify the Historic Property for an assessment of valuation pursuant to Section 439.2 of the California Revenue and Taxation Code.
•
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B. Agreement.

NOW, THEREFORE, CITY and OWNER, in consideration of the mutual covenants and conditions set forth herein, do hereby agree as follows:
(1) Effective Date and Term of Agreement. The term of this Agreement shall commence on the effective date of this Agreement and shall remain in effect for a term of ten (10) years thereafter. Each year upon the anniversary of the effective date, such term will automatically be extended as provided in paragraph 2, below.
(2) Renewal.
(a) Each year on the anniversary of the effective date of this Agreement, ("renewal date"), one (1) year shall automatically be added to the term of this Agreement unless notice of nonrenewal is mailed as provided herein.
(b) If either the OWNER or CITY desires in any year not to renew the Agreement, OWNER or CITY shall serve written notice of nonrenewal of the Agreement. Unless such notice is served by OWNER to CITY at least ninety (90) days prior to the annual renewal date, or served by CITY to OWNER at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the balance of the remaining term of the Agreement as provided herein.
(c) OWNER may make a written protest of a nonrenewal notice issued by CITY. CITY may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to OWNER of nonrenewal. If either CITY or OWNER serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, from either original execution date or the last renewal date of the Agreement, whichever is applicable.
(3) Standards for Historical Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements, and restrictions:
(a) OWNER shall preserve and maintain the characteristics of historical significance of the Historic Property. "The Secretary of the Interior's Standards for Rehabilitation," marked as “Exhibit C” to this agreement, and incorporated herein by this reference, contains a list of those minimum standards and conditions for maintenance, use, and preservation of the Historic Property, which shall apply to such property throughout the term of this Agreement.
(b) OWNER shall, when necessary or as determined by the Director of Planning and Inspection, restore and rehabilitate the property to conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, the United States Secretary of the Interior Standards for Rehabilitation and the California Historical Building Code and in accordance with the attached schedule of potential home improvements, drafted by the OWNER and approved by the City Council, attached hereto as "The Description of the Preservation and Restoration Efforts," marked as “Exhibit D” to this agreement, and incorporated herein by this reference.
(c) OWNER shall allow, and CITY requires, that after five (5) years, and every five (5) years thereafter, an inspection of the property’s interior and exterior shall be conducted by Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022

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a party appointed by CITY, to determine OWNER’ continued compliance with the terms of this Agreement. OWNER acknowledge that the required inspections of the interior and exterior of the property were conducted prior to the effective date of this Agreement. (4) Provision for Information.
(a) OWNER hereby agree to furnish CITY with any and all information requested by the CITY to determine compliance with the terms and provisions of this Agreement. (b) It shall be the duty of the OWNER to keep and preserve, for the term of the Agreement, all records as may be necessary to determine the eligibility of the property involved, and the OWNER compliance with the terms and provisions of this Agreement, including, but not limited to blueprints, permits, historical and/or architectural review approvals, and schedules of potential home improvements drafted by the OWNER and approved by the City Council. (5) Cancellation.
(a) CITY, following a duly noticed public hearing as set forth in California Government Code Section 50280, et seq., shall cancel this Agreement or bring an action in court to enforce this Agreement if it determines any one of the following:
(i) the OWNER breached any of the terms or conditions of this Agreement; or
(ii) the OWNER allowed the property to deteriorate to the point that it no longer meets standards for a qualified historic property. (b) CITY may also cancel this Agreement if it determines that:
(i) the OWNER allowed the property to deteriorate to the point that it no longer meets building standards of the City Code and the codes it incorporates by reference, including, but not limited to, the Uniform Housing Code, the California Historical Building Code, the California Fire Code, and the Uniform Code for the Abatement of Dangerous Buildings or; (ii) the OWNER has not complied with any other local, State, or federal laws and regulations.
(iii) the OWNER failed to restore or rehabilitate the property in the manner specified in subparagraph 3(b) of this Agreement. (c) In the event of cancellation, OWNER shall pay those cancellation fees set forth in California Government Code Section 50280, et seq. As an alternative to cancellation, OWNERS may bring an action in court to enforce the Agreement. (6) No Waiver of Breach.
(a) No waiver by CITY of any breach under this Agreement shall be deemed to be a waiver of any other subsequent breach. CITY does not waive any claim of breach by OWNER if CITY does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for under the terms of this Agreement or in the City's laws and regulations are available to the City.

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(7) Mediation.
(a) Any controversies between OWNER and CITY regarding the construction or application of this Agreement, and claim arising out of this contract or its breach, shall be submitted to mediation upon the written request of one party after the service of that request on the other party.
(b) If a dispute arises under this contract, either party may demand mediation by filing a written demand with the other party.
(c) The parties may agree on one mediator. If they cannot agree on one mediator, there shall be three: one named in writing by each of the parties within five days after demand for mediation is given, and a third chosen by the two appointed. Should either party refuse or neglect to join in the appointment of the mediator(s) or to furnish the mediator(s) with any papers or information demanded, the mediator(s) may proceed ex parte. (d) A hearing on the matter to be arbitrated shall take place before the mediator(s) in the city of Santa Clara, County of Santa Clara, State of California, at the time and place selected by the mediator(s). The mediator(s) shall select the time and place promptly and shall give party written notice of the time and place at least fifteen (15) days before the date selected. At the hearing, any relevant evidence may be presented by either party, and the formal rules of evidence applicable to judicial proceedings shall not govern. Evidence may be admitted or excluded in the sole discretion of the mediator(s). The mediator(s) shall hear and determine the matter and shall execute and acknowledge the award in writing and cause a copy of the writing to be delivered to each of the parties.
(e) The submission of a dispute to the mediator(s) and the rendering of a decision by the mediator(s) shall be a condition precedent to any right of legal action on the dispute.

A judgment confirming the award may be given by any Superior Court having jurisdiction, or that Court may vacate, modify, or correct the award in accordance with the prevailing provisions of the California Mediation Act.
(f) Each party shall bear their own cost(s) of mediation. (8) Binding Effect of Agreement.
(a) The OWNER hereby subjects the Historic Property described in Exhibit "A" hereto to the covenants, reservations, and restrictions as set forth in this Agreement. CITY and OWNER hereby declare their specific intent that the covenants, reservations, and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the OWNER successors and assigns in title or interest to the Historic Property. Each and every contract, deed, or other instrument hereinafter executed, covering, encumbering, or conveying the Historic Property, or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations, and restrictions expressed in this Agreement, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed, or other instrument.
(b) CITY and OWNER hereby declare their understanding and intent that the burden of the covenants, reservations, and restrictions set forth herein touch and concern the land in that OWNER’ legal interest in the Historic Property.

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(c) CITY and OWNER hereby further declare their understanding and intent that the benefit of such covenants, reservations, and restrictions touch and concern the land by enhancing and maintaining the historic characteristics and significance of the Historic Property for the benefit of the CITY, public (which includes, but is not limited to the benefit to the public street generally located at 324 Madison Street), and OWNER.
(9) Notice.
(a) Any notice required to be given by the terms of this Agreement shall be provided at the address of the respective parties as specified below or at any other address as may be later specified by the parties hereto.

CITY: City of Santa Clara
Attn: City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050
OWNERS: Stephanie and Tommy Tran
324 Madison Street
Santa Clara, CA 95050
(b) Prior to entering a contract for sale of the Historic Property, OWNER shall give thirty (30) days notice to the CITY and it shall be provided at the address of the respective parties as specified above or at any other address as may be later specified by the parties hereto. (10) No Partnership or Joint Enterprise Created. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns; nor shall such terms, provisions, or conditions cause them to be considered joint ventures or members of any joint enterprise. (11) Hold Harmless and Indemnification. To the extent permitted by law, OWNER agree to protect, defend, hold harmless and indemnify CITY, its City Council, commissions, officers, agents, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising there from for which OWNER shall become legally liable arising from OWNER’ acts, errors, or omissions with respect to or in any way connected with this Agreement.
(12) Attorneys' Fees. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to costs and other relief ordered by the court.
(13) Restrictive Covenants Binding. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all persons acquiring any part or portion of the Historic Property, whether by operation of law or in any manner pursuant to this Agreement.

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(14) Mills Act Historic Property Contract Application Requirements. An application for a Mills Act Historic Property Contract shall be made through the Planning Division and shall include the following:
a. a Historic Resources Inventory form;
b. the description of the preservation or restoration efforts to be undertaken as referenced in paragraph 3 (b) as Exhibit "D";
c. a statement of justification for the Mills Act Historic Property designation and reassessment; and,
d. the Mills Act Historic Property Contract filing fee pursuant to paragraph 17. (15) Mills Act Historic Property Contract Approval. Based upon the Historical and Landmarks Commission's ("Commission") review of the Mills Act Historic Property Contract criteria and recommendation to Council, and based upon the recommendation and approval by Council, a Mills Act Historic Property Contract may be entered into with OWNER. The decision of the City Council shall be final and conclusive in the matter. (16) Recordation and Notice. No later than twenty (20) days after the parties execute and enter into this Agreement, the CITY shall cause this Agreement to be recorded in the office of the County Recorder of the County of Santa Clara.
(17) Fees. The Planning Department may collect such Mills Act Historic Property Contract application fee of $8,078.70 (eight thousand, seventy-eight dollars, and seventy cents), or other fees for the administration of this contract as are authorized from time to time by the City Council. Such fees do not exceed the reasonable cost of providing the service for which these fees are charged. OWNERS shall pay the County Recorder's Office recordation fees for recordation of this Mills Act Historic Property Contract and the recordation of the OWNERS updated Historic Resources Inventory form.
(18) Ordinary Maintenance. Nothing in this contract shall be construed to prevent the ordinary maintenance or repair of any exterior architectural feature in or on any Historic Property covered by this contract that does not involve a change in design, material, or external appearance thereof, nor does this contract prevent the construction, reconstruction, alteration, restoration, demolition, or removal of any such external architectural feature when the Director of Planning and Inspection determines that such action is required for the public safety due to an unsafe or dangerous condition which cannot be rectified through the use of the California Historical Building Code and when such architectural feature can be replaced according to the Secretary of Interior's Standards.
(19) California Historical Building Code. The California Historical Building Code ("CHBC") provides alternative building regulations for the rehabilitation, preservation, restoration, or relocation of structures designated as Historic Properties. The CITY's building permit procedure shall be utilized for any Historic Property which is subject to the provisions of this Agreement, except as otherwise provided in this Agreement or the CHBC. Nothing in this Agreement shall be deemed to prevent any fire, building, health, or safety official from enforcing Historic Property Preservation Agreement/324 Madison Street Typed: 10/5/2022

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laws, ordinances, rules, regulations, and standards to protect the health, safety, welfare, and property of the OWNERS or occupants of the Historic Property or the public. (20) Conservation Easements.
(a) Conservation easements on the facades of the Historical Property may be acquired by the CITY, or on the CITY's behalf, by a nonprofit group designated by the CITY through purchase, donation, or condemnation pursuant to California Civil Code Section 815. (b) The OWNERS, occupant, or other person in actual charge of the Historical Property shall keep in good repair all of the exterior portions of the Historic Property, and all interior portions thereof whose maintenance is necessary to prevent deterioration and decay of any exterior architectural feature.
(c) It shall be the duty of the Director of Planning and Building Inspection to enforce this section.
(21) Severability. If any section, sentence, clause, or phrase of this Agreement is, for any reason, held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, or by subsequent preemptive legislation, such decision shall not affect the validity and enforceability of the remaining provisions or portions of this Agreement. CITY and OWNER hereby declare that they would have adopted this Agreement, and each section, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases may be declared invalid or unconstitutional. (22) Integrated Agreement - Totality of Agreement. This Agreement embodies the agreement between CITY and OWNERS and its terms and conditions. No other understanding, agreements, or conversations, or otherwise, with any officer, agent, or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon CITY. (23) Captions. The captions of the various sections, paragraphs and subparagraphs are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
(24) Statutes and Law Governing Contract. This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. (25) Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto.

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IN WITNESS WHEREOF, CITY and OWNERS have executed this Agreement on the day and year first written above.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
APPROVED AS TO FORM:

Office of the City Attorney
City of Santa Clara

RAJEEV BATRA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
Stephanie and Tommy Tran,
Owners of 324 Madison Street
By: _____________________________ _____________________________ Stephanie Tran Tommy Tran
324 Madison Street 324 Madison Street
Santa Clara, CA 95050 Santa Clara, CA 95050
“OWNER”
Exhibits:

A – Property Description
B – Primary Record
C – Standards for Rehabilitation
D – Restoration Schedule
10 Year Restoration Maintenance Plan
September 8, 2022 (rev. 11/9/22)
Tommy and Stephanie Tran
324 Madison Street
Santa Clara, CA 95050
Dear Planning Staff and Historic & Landmark Commissioners, The following is our proposed 10-year plan for the restorations and maintenance of our historic home at 324 Madison St. All items to meet the Secretary of Interiors standards for Treatment of Historic Properties:

YEAR 1-4 (2023-2026)
Repair damaged wood structure due to termite
- Roof truss between 1st and 2nd bedroom
- Truss above electrical panel in attic
- Truss above back bedroom by the bathroom
Foundation: Repair chimney foundation due to poor drainage.

Grading & Drainage: Correct grading and drainage along the North side of the house with the chimney.

Pooling of water when it rains has caused the chimney to shift and pull away from the house and cause cracking in the stucco along the lower portion of the house on this side.

Stucco: Repair cracked/damaged stucco due to the chimney pulling away from the house.

Plumbing: replace all galvanized plumbing throughout the house Addition: A rear addition to the residence to accommodate: a master bedroom with ensuite bathroom (a second bathroom as there currently is only one) and walk-in closet and a laundry room to adapt the home to meet the homeowners growing family needs (adaptive reuse of a historic structure).

YEAR 5 (2027)
Electrical: Update all electrical systems including replacing knob and tube wiring.

YEAR 6-7 (2028-2029)
Window Restoration: Restore / Repair existing historic wood window sashes. Where windows sashes are inoperable from being painted shut or where pulley ropes have been they will be restored to working order by cutting the paint and installing new pulley ropes where required. Any minor dry rot areas on the window sashes shall be repaired with epoxy filler and repainted to match. Where elements of the existing window sashes have excessive rot (stiles or rails) they shall be replaced with salvaged or custom milled wood to match. Glazing putty, where cracked, shall be replaced and the window sash shall be painted to match existing.

YEAR 8-9 (2030-2031)
Roofing: Replace ~24 broken historic clay roof tiles with similar tiles from salvage yard. Replace gutters and downspouts to period specific style. The current downspouts are detaching from the gutters.

Meanwhile the gutters are showing their age. Downspouts will also be tied into sub-surface drain lines to avoid saturating ground along the foundation.

Kitchen remodel: Replace flooring, counter tops, fixtures, and backsplash with period-specific finishes.

Replace cabinets with shaker style cabinets
YEAR 10 (2032)
Painting: Repaint entire exterior of residence, including all exterior eaves, gutters, downspouts, windows, doors and associated trim. Any minor dry rot or pest/rodent damaged areas found shall be repaired with epoxy filler and repainted to match. Where wood material is excessively damaged it shall be replaced with salvaged or custom milled wood to match the profile of the original.

We are excited about restoring and rehabilitating our wonderful historic home so that it can be preserved and enjoyed for many years to come.

Sincerely,
Tommy & Stephanie Tran
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1267 Agenda Date: 11/3/2022

REPORT TO HISTORICAL AND LANDMARKS COMMISSION

SUBJECT
Consideration of Historic Resource Inventory Property Designation and a Historical Preservation Agreement (Mills Act Contract) for 324 Madison Street

BACKGROUND
The property owners, Stephanie and Tommy Tran, are requesting a Historical Preservation Agreement (Mills Act Contract) for the property located at 324 Madison Street. A requirement of the Mills Act is that the building must be a qualified structure, listed on either a local, State, or National register. The subject site is not currently listed on any of the aforementioned inventories. Therefore, the applicants are seeking local listing on the City’s Historic Resource Inventory (HRI). The property must be added to the HRI prior to approving a Mills Act contract.

The subject property is in the Old Quad historic neighborhood and is located on the west side of Madison Street. The existing residence on the property is a 1,393 square-foot one-story Mediterranean Revival house constructed in 1936 or 1938. The property has a detached one-car garage built in 1955, a newer open-shed roof addition attached to the garage on the northside, and a newer shed structure that is less than 120 square feet.

DISCUSSION
The Mills Act Program allows a qualified property owner to receive a potential property tax reduction and use that savings to assist in offsetting the costs to rehabilitate, restore, and maintain their property. To qualify for the program, the property and/or building must be listed on either a local, State, or National register. The property owner must also have a plan to restore and rehabilitate the property. As the subject site is not listed on any of the aforementioned inventories, the property owner is seeking local listing of the property on the City’s Historic Resource Inventory (HRI); as well as approval of a Mills Act Contract and the adoption of a Ten-Year Restoration and Maintenance Plan for the property.

A Department of Parks and Recreation (DPR) 523A Form was prepared by William Kostura, Architectural Historian (“evaluator”), in September 2021, assessing the historical significance of the property based on National and State (California) Register criteria and the City’s local criteria for significance. The property is eligible for listing on the City of Santa Clara’s HRI based on the evaluation of the adopted Criteria for Local Significance under the architectural, cultural, historical, architectural, and geographical criteria. The residence retains the majority of character defining features of the original building architecture; as well as its contribution to a potentially eligible Historic District (Old Quad) due to its proximity to other historically significant properties. There are presently two properties, 308 Madison and 395 Madison, within 200 feet of 324 Madison Street that are listed on the City’s HRI.

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In regard to the Criteria for Local Significance, the evaluator identified the property as eligible for listing on the City’s HRI for the following:
· Historically or culturally significance based on Criterion 4 for its association with a significant agricultural activity because the first owner, Manuel Ferreira, worked on local fruit canneries for many years;
· Architectural significance based on Criterion 1, 6, and 7 for its association with the 1920s1930s era and retention of the majority of character defining features of the Mediterranean Revival architecture, construction period, and unique roof materials; and · Geographic significance based on Criterion 2 for the visual contribution to the historic setting in the Old Quad.

The DPR Form (Attachment 3) details the criteria for evaluation and listing of a potentially historic resource. The analysis concludes that the property meets the requirement of greater than 50 years in age and retains sufficient integrity to qualify as a historic resource based on the evidence presented in the analysis.

The property owner submitted a Statement of Justification (Attachment 1) and Ten-Year Plan (Attachment 5) for the interior and exterior of the residential structure and property grounds. The 10- Year Plan includes repairing damaged wood structure due to termite on the roof trusses, restoring and repairing existing historic, inoperable wood windows, and repainting the exterior of the residence.

Staff finds that the work proposed under the 10-Year Rehabilitation and Maintenance Plan adheres to the Secretary of the Interior’s Standards for Rehabilitation. The proposed changes support the preservation, protection, and maintenance of a structure that is qualified to be a locally significant resource.

ENVIRONMENTAL REVIEW
The Mills Act Program is exempt from CEQA environmental review requirements per CEQA Section 15061(b) (3). The activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

PUBLIC CONTACT
Mills Act Contracts are not publicly noticed as they are a private contract between the City and property owner.

RECOMMENDATION
Staff recommends that the Historical and Landmarks Commission find that the Mills Act application and associated Ten-Year Restoration and Maintenance Plan accomplish the intent of preserving and maintaining the historical significance of the historic property and, therefore, recommend Council approve the addition of the property to the HRI; approve the Mills Act Contract; and adopt a Ten-Year Restoration and Maintenance Plan associated with the Historical Preservation Agreement for the property located at 324 Madison Street.

Prepared by: Meha Patel, Assistant Planner
City of Santa Clara Page 2 of 3 Printed on 10/27/2022
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22-1267 Agenda Date: 11/3/2022
Reviewed by: Rebecca Bustos, Principal Planner
Approved by: Lesley Xavier, Planning Manager

ATTACHMENTS

1. Statement of Justification

2. Legal Description

3. Historic Survey (DPR Form)

4. Secretary of Interior Standards for Rehabilitation

5. Ten-Year Restoration and Maintenance Plan

6. Draft Historic Property Preservation Agreement
City of Santa Clara Page 3 of 3 Printed on 10/27/2022
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September 8, 2022
City of Santa Clara
Historical and Landmarks Commission
Re: Mills Act Application for 324 Madison Street
Dear Historical and Landmark Commissioners,
We are excited to apply for the Mills Act for our historic home at 324 Madison Street. After moving to Santa Clara from Texas 11 years ago we fell in love with the Old Quad and knew this was the community that we wanted to be a part of. We rented a craftsman home for 9 years in the Old Quad. During this time, we started a family and needed more space for the 5 of us. 2 years ago, when everything seemed upside down, the dream of owning our own home in our neighborhood came true. We found our house, a 3-bedroom 1 bath historic cottage that had been loved and cared for by the original family who built the home. It is full of charm and original features like the distinctive clay roof tiles, wood windows, and wood floors that we were after. We are wanting to adapt the home to suit our family’s needs while still preserving the historical home and charm of our neighborhood that drew us to this area. Learning about the Mills Act, we are grateful that it exists to assist in this effort and to ultimately preserve the streetscape of our historic neighborhood. We appreciate your time in reviewing our application, including William Kostura’s historic evaluation (DPR523) that supports the historic significance of our home. Please consider us for the Mills Act, we look forward to working with you all to preserve not only our home but our neighborhood.

Sincerely,
Stephanie and Tommy Tran
324 Madison Street
Santa Clara, CA 95050

Page 1 of 1 ends

ORDER NO. : 0611023364

EXHIBIT A
The land referred to is situated in the County of Santa Clara, City of Santa Clara, State of California, and is described as follows:

Beginning at a point in the Westerly line of Madison Street distant thereon Five Hundred six (506) feet Southerly from the point of intersection of said Westerly line of Madison Street with the Southerly line of Bellomy Street, in said Town of Santa Clara; thence Southerly along said Westerly line of Madison Street Fifty (50) feet; thence at right angles Westerly One Hundred Eighty (180) feet, more or less, to the Westerly line of Sub Lot 40 in said Town of Santa Clara; thence Northerly along said Westerly line of Sub Lot 40, Fifty (50) feet; more or less, to the intersection with a line drawn through the point of beginning at right angles to Madison Street; thence Easterly on a line drawn at right angles to Madison Street One Hundred Seventy-eight (178) feet, more or less, to the point of beginning, being a portion of Sub Lot 40 as shown on the Map of the said Town of Santa Clara of Record, in the Office of the County Recorder of the County of Santa Clara, State of California, in Book B of Maps, at Pages 103.

APN: 269-41-030

OLD REPUBLIC TITLE COMPANY
For Exceptions Shown or Referred to, See Attached

Page 1 of 5 ends

ORT 3158-A (Rev. 08/07/08)
12180 Saratoga-Sunnyvale Road
Saratoga, CA 95070
(408) 725-8500 Fax: (408) 252-0369

PRELIMINARY REPORT
Our Order Number 0611023364-SM
When Replying Please Contact:

Shabnam Motazedi
[email protected]
(408) 725-8500

INTERO REAL ESTATE
12900 Saratoga Road
Saratoga, CA 95070
Attention: ANDREW C. TSE
Property Address:
324 Madison Street, Santa Clara, CA 95050
In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY, as issuing Agent of Old Republic National Title Insurance Company, hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit I attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the Homeowner’s Policy of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit I. Copies of the Policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit I of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

Dated as of February 13, 2020, at 7:30 AM

OLD REPUBLIC

TITLE COMPANY

OLD REPUBLIC TITLE COMPANY
ORDER NO. 0611023364-SM

Page 2 of 5 ends

ORT 3158-B
The form of policy of title insurance contemplated by this report is:

Homeowners Policy of Title Insurance - 2013; and ALTA Loan Policy - 2006. A specific request should be made if another form or additional coverage is desired.

The estate or interest in the land hereinafter described or referred or covered by this Report is:

Fee
Title to said estate or interest at the date hereof is vested in:

Frances Thomason and Frank Ferreira, as to a life estate, and Manuel Ferreira, John Ferreira, Anthony Ferreira, Ernest Ferreira, Adeline Norman, William Ferreira, Josephine Tully, Lorraine Anthony, and their successors in interest, in equal shares, as to the remained interest The land referred to in this Report is situated in the County of Santa Clara, City of Santa Clara, State of California, and is described as follows:

APN: 269-41-030
At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows:

1. Taxes and assessments, general and special, for the fiscal year 2020 - 2021, a lien, but not yet due or payable.

OLD REPUBLIC TITLE COMPANY
ORDER NO. 0611023364-SM

Page 3 of 5 ends

ORT 3158-B

2. Taxes and assessments, general and special, for the fiscal year 2019 - 2020, as follows:

Assessor's Parcel No : 269-41-030
Bill No. : 269-41-030-00
Code No. : 007-000
1st Installment : $996.02 Marked Paid
2nd Installment : $996.02 Marked Paid
Land Value : $59,698.00
Imp. Value : $105,481.00
Exemption : ($7,000.00) Homeowner's

3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California.

4. The requirement that this company be provided with a suitable Owner’s Declaration from the Seller (form ORT 174). The Company reserves the right to make additional exceptions and/or requirements upon review of the Owner’s Declaration.

5. The Homeowner’s Policy applies only if each insured named in Schedule A is a Natural Person (as Natural Person is defined in said policy). If each insured to be named in Schedule A is not such a Natural Person, contact the Title Department immediately. -------------------- Informational Notes ------------------- A. The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 1.1 & 2.1.

OLD REPUBLIC TITLE COMPANY
ORDER NO. 0611023364-SM

Page 4 of 5 ends

ORT 3158-B
B. The above numbered report (including any supplements or amendments thereto) is hereby modified and/or supplemented to reflect the following additional items relating to the issuance of an American Land Title Association loan form policy:

NONE
NOTE: Our investigation has been completed and there is located on said land a single family residence known as 324 Madison Street, Santa Clara, CA 95050.

The ALTA loan policy, when issued, will contain the CLTA 100 Endorsement and 116 series Endorsement.

Unless shown elsewhere in the body of this report, there appear of record no transfers or agreements to transfer the land described herein within the last three years prior to the date hereof, except as follows:

NONE
C. NOTE: The last recorded transfer or agreement to transfer the land described herein is as follows:

Instrument
Entitled : Order Settling, Allowing and Approving First and Final Account of Executrices and Decree of Distribution
By/From : Superior Court of the State of California, in and for the County of Santa Clara, In the Matter of the Estate of Clementina Ferreira, alias, Deceased
To : Francis Thomason and Frank Ferreira, the adult children of decedent Recorded : November 29, 1979 in Official Records under Recorder's Serial Number 6589691
Upon the death of one of the adult children of the said decedent, the said life estate is to remain with the survivor. When both, said Frances Thomason and Frank Ferreira have died, the said real property, is to be sold, and the net proceeds realized therefrom is to go equally to the children of the decedent, who survived the last life tenant.

OLD REPUBLIC TITLE COMPANY
ORDER NO. 0611023364-SM

Page 5 of 5 ends

ORT 3158-B
D. NOTICE: FinCEN COMPLIANCE
Closing the residential purchase and/or issuing title insurance contemplated by this Preliminary Report may be subject to compliance with the recently issued Confidential Geographic Targeting Order (GTO) from the US Treasury's Financial Crimes Enforcement Network (FinCEN). The GTO requires Old Republic National Title Insurance Company to report information about certain transactions involving residential property.

FinCEN has the authority to compel this reporting under the USA PATRIOT Act. FinCEN prohibits Old Republic from disclosing the specific terms of the GTO. You may wish to contact the FinCEN Resource Center directly at (800) 767-2825 for more information.

The failure and/or refusal of a party to provide information for a "covered transaction" will preclude Old Republic from closing the transaction and/or issuing title insurance.

O.N.

MV/mt

Page 1 of 2 ends

Exhibit I
CLTA HOMEOWNER’S POLICY OF TITLE INSURANCE (12/02/13)

ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE

EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:

1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning:
a. building;
b. zoning;
c. land use;
d. improvements on the Land;
e. land division; and
f. environmental protection.

This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.

2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15.

3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.

4. Risks:
a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or
d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28.

5. Failure to pay value for Your Title.

6. Lack of a right:
a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land.

This Exclusion does not limit the coverage described in Covered Risk 11 or 21.

7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors’ rights laws.

8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake or subsidence.

9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.

LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows:

For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.

The deductible amounts and maximum dollar limits shown on Schedule A are as follows:

Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1.00% of Policy Amount or $5,000.00
(whichever is less)
$25,000.00
Covered Risk 18: 1.00% of Policy Amount or $5,000.00
(whichever is less)
$25,000.00
Covered Risk 19: 1.00% of Policy Amount or $5,000.00
(whichever is less)
$25,000.00
Covered Risk 21: 1.00% of Policy Amount or $5,000.00
(whichever is less)
$25,000.00
Exhibit I

AMERICAN LAND TITLE ASSOCIATION
LOAN POLICY OF TITLE INSURANCE - 2006

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations.

This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk

6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b).

EXCEPTIONS FROM COVERAGE – SCHEDULE B, PART 1, SECTION ONE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys’ fees or expenses) that arise by reason of:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. rev. 09/2019

FACTS WHAT DOES OLD REPUBLIC TITLE
DO WITH YOUR PERSONAL INFORMATION?
Why?
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number and employment information
• Mortgage rates and payments and account balances
• Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice.

How?
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Old Republic Title chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information
Does Old Republic
Title share?
Can you limit
this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), or respond to court orders and legal investigations, or report to credit bureaus
Yes No
For our marketing purposes —
to offer our products and services to you
No We don’t share
For joint marketing with other financial companies No We don’t share For our affiliates’ everyday business purposes —
information about your transactions and experiences Yes No For our affiliates’ everyday business purposes —
information about your creditworthiness
No We don’t share
For our affiliates to market to you No We don’t share
For non-affiliates to market to you No We don’t share
Questions Go to www.oldrepublictitle.com (Contact Us)
•**• * *
: OLD REPUBLIC TITLE
* .---------- *•*

Page 2 ends

Who we are
Who is providing this notice? Companies with an Old Republic Title name and other affiliates. Please see below for a list of affiliates.

What we do
How does Old Republic Title
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. For more information, visit http://www.OldRepublicTitle.com/newnational/Contact/privacy.

How does Old Republic Title
collect my personal information?
We collect your personal information, for example, when you:
· Give us your contact information or show your driver’s license · Show your government-issued ID or provide your mortgage information · Make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing? Federal law gives you the right to limit only:
· Sharing for affiliates’ everyday business purposes - information about your creditworthiness
· Affiliates from using your information to market to you · Sharing for non-affiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. See the "Other important information" section below for your rights under state law.

Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
• Our affiliates include companies with an Old Republic Title name, and financial companies such as Attorneys’ Title Fund Services, LLC, Lex Terrae National Title Services, Inc., Mississippi Valley Title Services Company, and The Title Company of North Carolina.

Non-affiliates Companies not related by common ownership or control. They can be financial and non-financial companies.
• Old Republic Title does not share with non-affiliates so they can market to you Joint marketing A formal agreement between non-affiliated financial companies that together market financial products or services to you.
• Old Republic Title doesn’t jointly market.
-

Page 3 ends

Other Important Information
Oregon residents only: We are providing you this notice under state law. We may share your personal information (described on page one) obtained from you or others with non-affiliate service providers with whom we contract, such as notaries and delivery services, in order to process your transactions. You may see what personal information we have collected about you in connection with your transaction (other than personal information related to a claim or legal proceeding). To see your information, please click on "Contact Us" at www.oldrepublictitle.com and submit your written request to the Legal Department. You may see and copy the information at our office or ask us to mail you a copy for a reasonable fee. If you think any information is wrong, you may submit a written request online to correct or delete it. We will let you know what actions we take. If you do not agree with our actions, you may send us a statement.

Affiliates Who May be Delivering This Notice
American First Title & Trust
Company
American Guaranty Title
Insurance Company
Attorneys' Title Fund
Services, LLC
Compass Abstract, Inc. eRecording Partners
Network, LLC
Genesis Abstract, LLC Guardian Consumer
Services, Inc.

Kansas City Management
Group, LLC
L.T. Service Corp. Lenders Inspection
Company
Lex Terrae National Title
Services, Inc.

Lex Terrae, Ltd. Mississippi Valley Title
Services Company
National Title Agent's
Services Company
Old Republic Branch
Information Services,
Inc.

Old Republic Diversified
Services, Inc.

Old Republic Escrow of
Vancouver, Inc.

Old Republic Exchange
Company
Old Republic National
Title Insurance Company
Old Republic Title and
Escrow of Hawaii, Ltd.

Old Republic Title Co. Old Republic Title Company
of Conroe
Old Republic Title Company
of Indiana
Old Republic Title
Company of Nevada
Old Republic Title
Company of Oklahoma
Old Republic Title Company
of Oregon
Old Republic Title Company
of St. Louis
Old Republic Title Company
of Tennessee
Old Republic Title
Information Concepts
Old Republic Title
Insurance Agency, Inc.

Old Republic Title, Ltd. Republic Abstract &
Settlement , LLC
Sentry Abstract Company The Title Company of
North Carolina
Trident Land Transfer
Company, LLC
-
Updated: January 1, 2020
Privacy Notice for California Consumers
This Privacy Notice for California Consumers supplements the information contained in the Master Privacy Notice for Old Republic Title and applies to consumers that reside in the State of California. The terms used in this Privacy Notice have the same meaning as the terms defined in the California Consumer Privacy Act (“CCPA”).

What Personal Information We Collect
In accordance with the CCPA, personal information is information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Personal information does not include:

Information outside the scope of the CCPA such as:
· Health or medical information covered by the Health Insurance Portability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA).
· Personal Information covered by the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), the California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994, · Publicly available information that is available from federal, state, or local government records, and
· De-identified or aggregated consumer information.

Please see the chart below to learn what categories of personal information we may have collected about California consumers within the preceding twelve months, the sources of and business purposes for that collection and the third parties with whom the information is shared, if any.

Category Examples Collected Sources Business Purpose for Collection
Categories
of Third
Parties
with Whom
Information
is Shared
Identifiers Real name,
alias, postal
address,
unique
personal
Yes Consumers,
Lenders,
Brokers,
Attorneys,
Underwriting or
providing other
products or services,
responding to
Service
providers
associated
with the
identifier,
online
identifier,
Internet
protocol
address, email
address,
account name,
social security
number,
driver’s license
number,
passport
number or
other similar
identifiers
Real Estate
Agents, and
Title Agents
associated
with the
transaction
policyholder/consumer
claims, inquiries or
complaints, detecting
security incidents,
protecting against
malicious, deceptive,
fraudulent, or illegal
activity. Other audit or
operational purposes.
transaction
for a
business
purpose
Personal
information
described in
California
Customer
Records
statute (Cal.

Civ. Code §
1798.80(e))
Name,
signature,
social security
number,
physical characteristics
or description,
address,
telephone
number,
passport
number,
driver’s license
or state
identification
card number,
insurance
policy number,
education,
employment,
employment
history, bank
account
number, credit
card number,
debit card
number, or
any other
financial
information,
medical
Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
Underwriting or
providing other
products or services,
responding to
policyholder/consumer
claims, inquiries or
complaints, detecting
security incidents,
protecting against
malicious, deceptive,
fraudulent, or illegal
activity. Other audit or
operational purposes.

Service
providers
associated
with the
transaction
for a
business
purpose
information,
or health
insurance
information.
“Personal
information”
does not
include
publicly
available
information
that is lawfully
made available
to the general
public from
federal, state,
or local
government
records.

Characteristics
of protected
classifications
under
California or
federal law
Age (40 years
or older), race,
color,
ancestry,
national origin,
citizenship,
religions or
creed, marital
status, medical
condition,
physical or
mental
disability, sex
(including
gender,
gender
identity,
gender
expression,
pregnancy or
childbirth and
related
medical
conditions),
sexual
orientation,
veteran or
military status,
Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
Underwriting or
providing other
products or services,
responding to
policyholder/consumer
claims, inquiries or
complaints. Other
audit or operational
purposes.

Service
providers
associated
with the
transaction
for a
business
purpose
or genetic
information
(including
familial
genetic
information). Internet or
other
electronic
network
activity
Browsing
history, search
history,
information
about a
consumer’s
interaction
with a
website,
application, or
advertisement.

Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
To provide access to
certain online
services. To
understand the
interests of visitors to
our online services, to
support certain
features of our site, for
navigation and to
display certain
features more
effectively. Detecting
security incidents,
protecting against
malicious, deceptive,
fraudulent, or illegal
activity. Other audit or
operational purposes.

Not
Disclosed
Geolocation
data
Geographic
tracking data,
physical
location and
movements
Yes Consumers,
Lenders,
Brokers,
Attorneys,
Real Estate
Agents, and
Title Agents
associated
with the
transaction
To provide access to
certain online
services. To
understand the
interests of visitors to
our online services, to
support certain
features of our site, for
navigation and to
display certain
features more
effectively. Other audit
or operational
purposes.

Not
Disclosed
What Personal Information We Share and Why We
Share It
The CCPA requires us to tell you what categories of personal information we “sell” or “disclose.” We do not sell and will not sell your personal information as that term is commonly understood. We also do not sell and will not sell your personal information, including the personal information of persons under 16 years of age, as that term is defined by the CCPA. When it is necessary for a business purpose, we share or disclose your personal information with a service provider, and we enter a contract with the service provider that limits how the information may be used and requires the service provider to protect the confidentiality of the information.

In the preceding twelve months, we have disclosed the following categories of personal information for the following business purposes. Where the personal information is shared with third parties, as that term is defined in the CCPA, the category of the third party is indicated.

Category Examples Business Purpose for
Disclosure
Categories of
Third Parties
with Whom
Information is
Shared
Identifiers Real name, alias, postal address,
unique personal identifier,
online identifier, internet
protocol address, email address,
account name, social security
number, driver’s license
number, passport number or
other similar identifiers
Underwriting or
providing other
products or services,
responding to
policyholder/consumer
claims, inquiries or
complaints, detecting
security incidents,
protecting against
malicious, deceptive,
fraudulent, or illegal
activity. Other audit or
operational purposes.

Service
providers
associated with
the transaction
for a business
purpose
Personal
information
described in
California
Customer
Name, signature, social security
number, physical characteristics
or description, address,
telephone number, passport
number, driver’s license or state
Underwriting or
providing other
products or services,
responding to
policyholder/consumer
Service
providers
associated with
the transaction
for a business
Records
statute (Cal.

Civ. Code §
1798.80(e))
identification card number,
insurance policy number,
education, employment,
employment history, bank
account number, credit card
number, debit card number, or
any other financial information,
medical information, or health
insurance information.
“Personal information” does not
include publicly available
information that is lawfully
made available to the general
public from federal, state, or
local government records.
claims, inquiries or
complaints, detecting
security incidents,
protecting against
malicious, deceptive,
fraudulent, or illegal
activity. Other audit or
operational purposes.
purpose
Characteristics
of protected
classifications
under
California or
federal law
Age (40 years or older), race,
color, ancestry, national origin,
citizenship, religions or creed,
marital status, medical
condition, physical or mental
disability, sex (including gender,
gender identity, gender
expression, pregnancy or
childbirth and related medical
conditions), sexual orientation,
veteran or military status, or
genetic information (including
familial genetic information).

Underwriting or
providing other
products or services,
responding to
policyholder/consumer
claims, inquiries or
complaints. Other
audit or operational
purposes.

Service
providers
associated with
the transaction
for a business
purpose
Internet or
other
electronic
network
activity
Browsing history, search
history, information about a
consumer’s interaction with a
website, application, or
advertisement.

To provide access to
certain online
services. To
understand the
interests of visitors to
our online services, to
support certain
features of our site, for
navigation and to
display certain
features more
effectively. Detecting
security incidents,
protecting against
malicious, deceptive,
fraudulent, or illegal
activity. Other audit or
Not Disclosed
operational purposes.

Geolocation
data
Geographic tracking data,
physical location and
movements
To provide access to
certain online
services. To
understand the
interests of visitors to
our online services, to
support certain
features of our site, for
navigation and to
display certain
features more
effectively. Other audit
or operational
purposes.

Not Disclosed
We may also transfer to a third party the personal information of a consumer as an asset that is part of a merger, acquisition, bankruptcy, or other transaction in which the third party assumes control of all or part of the business.

Your Rights and Choices
The CCPA provides California consumers with certain rights regarding their personal information. This chart describes those rights and certain limitations to those rights.

Right What This Means
Notice At or before the time your personal information is collected, you will be given written notice of the categories of personal information to be collected and the purposes for which the categories of personal information will be used.

Access At your verifiable request, but no more than twice in a twelve month period, we shall disclose to you: 1) the categories of personal information we have collected about you, 2) the categories of sources for the personal information we collected about you, 3) our business and commercial purpose for collecting or selling your personal information, 4) the categories of third parties with whom we share your personal information, 5) The specific pieces of information we have collected about you, 6) the categories of personal information disclosed for a business purpose, and
7) If we sold personal information, the categories of personal information sold and the categories of third parties to whom it was sold.

Deletion You have the right to request that we delete any of your personal information that we collected from you, subject to certain exceptions. Once we receive and verify your request, we will delete (and direct our service providers to delete) your personal information from our records unless an exception applies. We may deny your request if retention of the information is necessary for us or our service providers to:
· Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
· Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
· Debug products to identify and repair errors that impair existing intended functionality.
· Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law. · Comply with the California Electronic Communications Privacy Act (Cal.

Penal Code §1546 et seq.)
· Engage in public or peer reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent.
· Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
· Comply with a legal obligation.
· Make other internal and lawful uses of that information that are compatible with the context in which you provided it.
· Or if it is the type of personal information that falls outside the scope of the CCPA, (HIPAA, CIMA, GLBA, or publicly available information) Opt-Out of Sale
Opt-In to Sale
With some limitations, you may direct a business that sells personal information to third parties not to sell the personal information to these third parties.

A business may not sell the personal information of persons less than sixteen years of age without their affirmative consent, and in the case of those less than thirteen years of age, the consent must come from a parent.

Non-Discrimination We will not discriminate against you for exercising your rights under the CCPA.

Unless otherwise permitted by the CCPA we will not:
· Deny you goods or service
· Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties · Provide a different level or quality of goods or services · Suggest that you will receive a different price or rate for goods or services or a different level or quality of goods or services To Exercise Your Rights
To Opt-out of the Sale of Your Personal Information
The CCPA gives consumers the right to direct a business that sells personal information about the consumer to third parties not to sell the consumer’s personal information. We do not sell and will not sell your personal information as that term is commonly understood. We also do not sell and will not sell your personal information, as that term is defined by the CCPA.

To Request Access to or Deletion of Your Personal
Information
To exercise your access or deletion rights described above, please submit a verifiable consumer request to us by either: Calling us at 1-855-557-8437 or contacting us through our website CCPA Consumer Request.

Only you or your representative that you authorize to act on your behalf (Authorized Agent) can make a verifiable consumer request for your personal information. You may also make a request for your minor child. The verifiable request must provide enough information that allows us to reasonably verify you are the person about whom we collected personal information. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and to confirm the personal information relates to you.

We work to respond to a verifiable consumer request within 45 days of its receipt. If we require additional time, we will inform you of the extension period (up to an additional 45 days), and the reason for the extension in writing. If you have an account with us, we will deliver our response to that account. If you do not have an account with us, we will deliver our response by mail or electronically, depending on your preference. The response we provide will also explain any reasons why we cannot comply with a request.

You may only make a consumer request for access twice within a twelve-month period.

Any disclosures we provide will apply to the twelve-month period preceding the consumer request’s receipt.

Contact Us
If you have any questions regarding our Privacy Notice or practices, please contact us via phone at 1-855-557-8437 or send your written request to:

[email protected], or Old Republic Title c/o CCPA Consumer Request Group, 275 Battery Street, Suite1500, San Francisco, CA 94111-3334.

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LAWRENCE E. STONE - ASSESSOR
Codastral m~ for assessment purposes onl~
Compiled under R. & T. Code, Sec. 327.

Efflctlw Roll YICII' 2018-2017

Page 1 of 33 ends

P1. Other Identifier: Manuel and Clementina Ferreira residence P2. Location: ! Not for Publication " Unrestricted *a: County Santa Clara and (P2c,P2e, and P2b or P2d. Attach Location Map as necessary.) *b. USGS 7.5' Quad Date T ; R ; ¼ of ¼ of Sec ; B.M.
c. Address 324 Madison Street City Santa Clara Zip 95050 d. UTM: (Give more than one for large and/or linear resources) Zone ; mE/ mN *e. Other Locational Data: (e.g., parcel #, directions to resource, elevation, etc., as appropriate) *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) *P3b Resource Attributes: (List attributes and codes)
*P4. Resources Present: " Building ! Structure ! Object ! Site ! District ! Element of District ! Other (isolates, etc.)
P5b. Description of Photo:
(View, date)
View looking west, April 2021
*P6. Date Constructed/Age and
Source: " Historic
! Prehistoric ! Both
1936-1938
*P7. Owner and Address:

Stephanie and Tommy Tran
324 Madison St.

Santa Clara, CA. 95050
*P8. Recorded by: (Name,
affiliation, and address)
William Kostura
P. O. Box 60211
Palo Alto, CA 94306
*P9. Date Recorded:

September 2021
*P10. Survey Type: (Describe)
intensive
P11. Report Citation*: (Cite survey report and other sources, or enter "none".) none *Attachments: ! NONE ! Location Map ! Sketch Map " Continuation Sheet " Building, Structure and Object Record ! Archaeological Record ! District Record ! Linear Feature Record ! Milling Station Record ! Rock Art Record ! Artifact Record ! Photograph Record ! Other (List)
State of California — The Resources Agency Primary # ____________________________ DEPARTMENT OF PARKS AND RECREATION HRI # ____________________________ PRIMARY RECORD Trinomial ____________________________
NRHP Status Code ___________________
Other Listings ________________________
Review Code Reviewer Date ___________
DPR 523A (1/95) DPR 523 A&B forms, Pages.pages *Required Information This property falls within the Old Quad area of Santa Clara, which contains hundreds of houses dating from the 19th century through the 1930s, along with many newer buildings. It encompasses the area bordered by Scott Boulevard to the west, Newhall Street to the south and east, and the railroad tracks to the north and east. Within Old Quad, the west side of the 300-400 block of Madison Street (the subject block) has one of the larger concentrations of houses that pre-date World War II. Ten of the eleven houses from #306 to #476 appear to have been built from the 1880s (or earlier) to 1938 and retain most of their integrity; as do several houses on the east side of the street. The two oldest include #466, a blend of Gothic and Greek revivals; and #395, a side-gabled I-house. (See Continuation Sheet, page 2.)

Page 2 of 33 ends

Recorded by William Kostura *Date September 2021___________ " Continuation ! Update Description (continued)
The subject house, 324 Madison, is situated on a lot measuring 50 feet in width by 180 feet in depth.

The house is set back from the front property line by roughly twenty feet, which allows for a front lawn that is bisected by a concrete path leading to the front entrance. A very narrow strip of land runs alongside the house on the north (right) side, while a wider strip of land with a driveway is to the south.

At the end of the driveway, toward the rear of the property, is a small wood-framed garage with a frontgabled roof, rustic siding, and a tilt-up door clad in rustic siding. The garage was built in 1955, and an open, shed-roofed addition on its north side is clearly newer.

The house is one story in height, is wood-framed in construction, is clad in stucco, has a hipped roof with boxed eaves, and measures thirty feet in width by fifty feet in depth. An open porch occupies slightly more than half of the width of the house on its north side. This porch fills a recess on that side and extends forward from the front plane of the house by two feet. Thus, except for this slight projection and recess for the porch at right, the footprint of the house is rectangular in shape.

Two concrete steps lead up to the porch. Its cement floor is polished smooth, while the steps are left unpolished. These steps and porch floor appear to be original.

With one minor exception, all windows have original wooden frames and sash. In front are two identical tripartite windows, one facing the porch, and each with a large fixed central sash flanked by double-hung sash. The upper zone of each part is divided into multiple lights by wooden muntins. On the south side (at left) are two sets of paired windows and three single windows, each double-hung. On the north side are two sets of paired windows and two single windows, all double-hung. In the rear are two double-hung windows plus a single small window with replacement aluminum sash.

The front door is composed of polished wooden boards laid vertically, with a decorative brass grille and decorative brass hardware. This door is fronted by a screen door, also of wood. On the south side of the house is a simple paneled wooden door with upper-level glazing.

The roof of the house is its most distinctive feature. The portions over both the main body of the house and the porch are hipped, and the pitch is moderately steep, giving it a dramatic shape. Instead having traditional molded clay tiles, the roof is covered with clay tiles that are molded so that they interlock with each other. The manufacturer of these tiles was J. Pessagno and Sons, also known as the Interlocking Roof Tile Company, of Niles. In all likelihood this company also made the clay covering of a small living room projection on the south side of the house. The Pessagno company will be described in the History section of this report, below.
(See Continuation Sheet, page 3.)
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information

Page 3 of 33 ends

Recorded by William Kostura *Date September 2021___________ " Continuation ! Update There are two chimneys in this house. One is placed against the north wall, while the other is fully within the body of the house and can be seen from the outside where it rises above the roofline.

The style of the house is Mediterranean Revival, and this is mainly due to its clay tile roof and the stucco surface. The stucco is rough-textured in emulation of vernacular buildings of southern Europe.

Small curvilinear brackets at the top of the porch posts are the only overtly decorative features aside from the brass elements on the front door.

The interior has a fine finish that remains in original condition. Paired wooden doors with full-length glazing of ten lights each open from the living room to the dining room. Windows possess their original wooden casings, and hardwood floors survive in the living room, dining room, and kitchen. The fireplace is stucco-faced, has a wooden mantle top, and has decorative tiles around the opening.

Signatures of the Ferreiras, the first owners of this house. Please see the history section of this report below for information about them. In the possession of the current owners.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information

Page 4 of 33 ends

*Resource Name or # (Assigned by recorder) 324 Madison Street B1. Historic Name: Manuel and Clementina Ferreira residence B2. Common Name:

B3. Original Use: residence B4. Present Use: residence
*B5. Architectural Style: Mediterranean Revival
*B6. Construction History: (Construction date, alterations, and date of alterations) The house was built in 1936 (according to the owner) or in 1938 (according to the County Assessor’s office). The garage was built in 1955 (according to a building permit).
*B7. Moved? " No ! Yes ! Unknown Date: Original Location:
*B8. Related Features:

Clay roof tiles manufactured by J. Pessagno and Sons, of Niles (Fremont), CA.

B9a. Designer: Joseph Ferreira b. Builder: Manuel Ferreira *B10. Significance: Theme architecture Area Santa Clara Period of Significance 1936-1938 Property Type house Applicable Criterion 3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity.) History
B11. Additional Resource Attributes: (List attributes and codes) *B12. References:

See Continuation Sheet.

B13. Remarks:
*B14. Evaluator: William Kostura
Date of Evaluation: September 2021
State of California — The Resources Agency Primary # ___________________________ DEPARTMENT OF PARKS AND RECREATION HRI # ___________________________

BUILDING, STRUCTURE, AND OBJECT RECORD
DPR 523B (1/95) DPR 523 A&B forms, Pages.pages *Required Information (Sketch map with north arrow required)
(This space reserved for official comments.)
This section will cover the history of the Old Quad neighborhood of Santa Clara, the history of the subject house, and a brief description of 1920s stucco-clad houses in Santa Clara that puts the history and architecture of this house in context.

Old Quad history
The Old Quad covers the quadrangle shown in an 1866 survey by J.J. Bowen. It encompasses the area bordered by Scott Boulevard to the west, Newhall Street to the south and east, and the railroad tracks to the north and east. The area includes Santa Clara University, which was once the site of Mission Santa Clara. Generally speaking, the Old Quad is the oldest part of Santa Clara. The overwhelming majority of its historic buildings are located here.
(See Continuation Sheet, page 5.)

Page 5 of 33 ends

Recorded by William Kostura *Date September 2021 " Continuation ! Update Old Quad history (continued)
Major factors in Santa Clara’s growth and economy include:
1777. Founding of Mission Santa Clara de Asis by the Franciscan order of Spain. This mission was secularized by Mexico in 1833 but the mission chapel continued to function as a church afterward.

It was enlarged and rebuilt several times over the next century. 1851-present. After the takeover of California by the United States, the Jesuits acquired the mission and established Santa Clara College in 1851. It became known as the University of Santa Clara in 1912 and as Santa Clara University in 1985. The older buildings on this campus date to the period 1911-1930 and were designed by architects Will D. Shea, John J. Donovan, and Henry A. Minton.

The chapel of 1928 was designed by Minton to replicate the old adobe mission building of ca. 1824. 1852. The City of Santa Clara incorporates.
1863. The railroad connecting San Francisco and San Jose reaches Santa Clara. The railroad depot still stands, now at 1005 Railroad Avenue.
1885-1990s. Agnew’s State Hospital. The Victorian building of 1885 collapsed in the earthquake of 1906, with great loss of life. New buildings were built from 1908 through the 1910s to designs by the State Architect George C. Sellon. After the campus was sold to Sun Microsystems in the late 1990s, only the best four of the Agnew’s buildings were retained, and the rest were demolished. 1890s-1950s. Santa Clara Tannery. This long-lasting business occupied many wooden buildings at the northeast corner of Lexington and Grant streets.
1890s-1960s. The Pacific Manufacturing Company was a huge business occupying many buildings in the block of Alviso, Bellomy, Grant, and Locust streets, plus warehouses and sprawling lumber yards in adjacent blocks. It made coffins, window sash, doors, blinds, cabinets, and windmills. 1910s-1960s. Fruit canning. There were several canneries in Santa Clara during these decades, but three were the largest and longest lasting: Rosenberg Brothers and Company; the Pratt-Low Preserving Company; and Libby, McNeill and Libby. Pratt-Low’s complex included a huge onestory cannery building plus 25 seasonal workers’ cabins in 1915, and by 1950 it had expanded to include over 100 workers’ cabins. By 1950 Rosenberg Brothers had absorbed Libby, McNeill and Libby, and by 1961 Rosenberg Brothers had been taken over by the Mayfair Packing Company.

Collectively, these canneries were probably the largest employer in the City of Santa Clara during most of the 20th century.
(See Continuation Sheet, page 6.)
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information

Page 6 of 33 ends

Recorded by William Kostura *Date September 2021 " Continuation ! Update Old Quad history (continued)
1960s-present. The semiconductor industry becomes important in Santa Clara. 1963. The city’s old downtown is razed in order to receive funding from the federal government for urban renewal.

To the above list should be added Santa Clara’s close proximity to the city of San Jose, where some Santa Clara residents worked.

The demolition of the city’s old downtown was a major loss, but the built environment in Santa Clara is otherwise able to represent, or evoke, important themes in Santa Clara’s early history. An adobe house at 3260 The Alameda (now the Santa Clara Women’s Club) is a ca. 1790s building that was part of the Spanish-era mission complex. The Berryessa adobe at 373 Jefferson Street (late 1840s) represents the Mexican or very early American period. Two other early properties evoke Santa Clara’s early agricultural economy. The older is the James Lick flour mill complex, at 4101 Lick Mill Boulevard, at Mansion Park Drive. Its four buildings were built in 1857, the 1860s, and the 1880s and include a granary, a house, an office, and a hall. The Harris-Lass house at 1889 Market Street (1865) includes a farmhouse, a barn, a water tank, and farming implements. As mentioned above, four early twentieth century buildings survive at Agnew’s State Hospital, and about eight buildings from 1911-1930 survive at Santa Clara University.

Most prolifically, the Old Quad area is filled with hundreds of 19th and early 20th century houses that retain good to high integrity. A few houses date to the 1850s, a moderate number date to each decade of the 1860s, 1870s, and 1880s, and very many date to the 1890s-1930s. While it is beyond the scope of this report to describe these houses in any detail, it can be said that they range from modest, vernacular working-class houses to large houses built for the well-to-do. Houses in the latter group are often elaborately decorated, but smaller houses, especially those built before the 1920s, often possess fine details as well.

Because the subject house dates from the 1930s, a number of similarly-scaled stucco houses of the 1920s-1930s are illustrated below. It will be evident that houses from these two decades vary widely in their treatment, from expressive to perfunctory. The photographic selection will illustrate where the subject house falls in this spectrum.
(See Continuation Sheet, page 7.)
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information

Page 7 of 33 ends

Recorded by William Kostura *Date September 2021 " Continuation ! Update History of the subject house
The first house on this site
This is the second house to have stood on this lot of land. The first was a very small, one-story woodframed house built some time between 1891 and 1910. Through the year 1926 it was occupied by:
1910: Mrs Isabel Alves, a widow
1915-1916: Joseph Ross, a laborer and laundry worker
1918: Joseph Enos, a driver
1919-1920: Frank Quadros, a laborer and box maker
1922-1926: John Shane, a farmer
In 1926 or 1927 the house was purchased by Manuel and Clementina Ferreira, who probably lived in it at first and then at an uncertain date replaced it with the current house. They were natives of Portugal who moved first to Hawaii, where their first seven children were born, and then in 1925 to Santa Clara, where their next three children were born. They briefly lived with a relative on the 300-400 block of Madison Street, then purchased the house on the subject property. The family lived in the small house for about a decade, and then in the new one that they built.

The Ferreira family
Manuel Ferreira is usually listed in city directories of the 1920s-1940s as working as a laborer, while the 1930 and 1940 censuses and 1939 directory state that he worked as a laborer in fruit canneries. Which canneries he worked at are unknown. In 1955 he worked at Security Warehouse in San Jose. He died in 1964.

His and Clementina’s children, Manuel, Jr., John, Frank, , Anthony, Ernest, Adeline, Frances, and William are listed as variously being laborers, cannery workers, employees of the Pacific Manufacturing Company, a clerk at a local drugstore, and a laborer on a farm. Joseph attended classes at San Jose State University where he took drafting. During World War II Frank, John, and Anthony were in the Army, Ernest was in the Navy, and Joseph was in the Marine Corps. Joseph died in the Pacific Theater, apparently in the Philippines in 1944. After the war Manuel and Clementina’s daughter Josephine became an assistant librarian at the University of Santa Clara. Clementina lived into the 1970s, and daughter Frances continued to live in the house until her death in 2018. (See Continuation Sheet, page 8.)
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information

Page 8 of 33 ends

Recorded by William Kostura *Date September 2021 " Continuation ! Update The design and construction of the house
The exact year the subject house was built is uncertain. The current owners, who have been in touch with the Ferreira family, were told the house was built in 1936, while the official Assessor’s date is 1938. What is known beyond doubt is that the house was built from plans drawn by Manuel and Clementina’s son, Joseph, who was taking drafting classes at San Jose State University at the time. His drawings on linen of the front and side elevations, the plan, and some construction details survive in the current owners’ possession. (He was 20 years old in 1936 and 22 in 1938.) According to the Ferreira family, Manuel Ferreira built the house himself with the help of family members.

The house is very similar to another house just three doors to the north at 372 Madison Street. The dimensions, the composition, the shape of the roof, the roof tiles, and even the brackets at the top of the porch posts are the same. There are two differences of some note. The stucco coating of #372 is smooth instead of textured, and the pattern of muntins in the upper zone of the front windows is different. The official Assessor’s date for #372 is 1920, although it may not be not quite that old. At any rate it seems likely that Joseph Ferreira used that house as a model when drawing the plans for #324.

The owners of #372 were George and Rosaline Gomes (or Gomez), who like the Ferreiras were natives of Portugal. Before coming to Santa Clara, they lived in Hawaii where they had seven children, just as the Ferreiras had done. George Gomes owned a fruit ranch in 1940, and this may have been the fruit ranch that Frank Ferreira worked on in that year. It thus seems plausible that the Ferreira and Gomes families were related, that the Ferreiras followed the Gomes family to Santa Clara in a pattern of chain migration, and that this is why Joseph Ferreira modeled the design of 324 Madison after that of #372.

J. Pessagno and Sons, Interlocking Roof Tile Company, of Niles The roof tiles of 324 Madison Street were manufactured by J. Pessagno and Sons, also known as the Interlocking Roof Tile Company. This is known because spare tiles stamped with the Pessagno name were found in the back yard of #324. The firm was located in Niles, which today is part of Fremont.

Pessagno and Sons was founded by Joseph Pessagno (1886-1963), a native of Italy, in 1927. In January of that year he purchased five acres in Niles that were rich in clay and dug a trench pit to remove the material. He built three gas-fired kilns that were each thirty feet in diameter and twelve feet high and two smaller kilns as well. Here he and his sons manufactured roof tiles and other clay products. After being baked, the tiles remained in the kilns to cool for one week. In 1950 the company was staffed by Pessagno, his wife, their sons, the sons’ wives, and eight male employees. After Joseph Pessagno died, his sons continued the business until it closed in 1970. (See Continuation Sheet, page 9.)
State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information

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Recorded by William Kostura *Date September 2021 " Continuation ! Update The company was prolific. Their products have been found in Fremont, Hayward, Union City, San Francisco, Oakland, Palo Alto, and San Jose. In Fremont alone, more than 35 buildings with their roof tiles have been found in recent years, though a few of these have since either been torn down or have had their roof tiles replaced. The roof tiles are distinctive in appearance and are readily identifiable by sight because they were molded with grooves that channel rain water and that fit into each other. This molding gave the firm its “Interlocking Roof Tile Company” name. Several houses in Fremont with their tiles are shown below.

Houses of the 1920s and 1930s in Santa Clara
A moderate number of houses of this age and material — most likely in the dozens — can be found in Santa Clara. They are typically one story in height, covered with stucco, and restrained rather than elaborate in their treatment; and thus they are readily differentiated from houses of the 1850s-1910s, which are sheathed in wooden siding and are often picturesque in their composition and their wooden details.

Most houses of the 1920s-1930s are, in fact, plain. Some take the form of Craftsman-style bungalows, with gabled roofs and porches with tapering posts, but by the 1920s such houses in Santa Clara were usually covered with stucco and these lack exposed rafter tails and similar Craftsman touches. Other houses of these decades are closer to Mediterranean Revival in their feeling. Some of these relate to that style only in their form, but others are more expressive. The best examples have two or more of the following features: clay tile roofs or pent roofs; broad porches that project forward from the main part of he house; textured (instead of smooth) stucco surfaces; tripartite windows with wooden mullions, muntins, and sills; arched window and door openings; and columned entrances.

One house is worth specific mention here: 1285 Main Street (1926), which has qualified for the Mills Act. With its broad porch, hipped roof, and tripartite windows it is similar to 324 Madison Street, but differs from that house in being slightly wider, lacking a clay tile roof, and having smooth instead of textured stucco cladding. 1285 Main Street is a fine house, but with its tile roof by Pessagno and Sons, and its textured stucco surface, 324 Madison possesses greater distinction.

Please see photographs of some houses from these decades below.

Integrity
The house has never been moved, so it retains integrity of location. It has not been significantly altered, so it retains integrity of design, materials, workmanship, and feeling. Its early residents would certainly recognize it as the house they had lived in, so it retains integrity of association. Most of the houses that stood on this block in the 1930s still stand, and most of them have not been much altered, so this property also retains integrity of setting.

State of California — The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI/Trinomial

CONTINUATION SHEET
DPR 523L (1/95) DPR 523 A&B forms, Pages.pages *Required Information

Page 10 of 33 ends

City Council and Authorities ConcurrentDecember 6, 2022

City Council and Authorities Concurrent
December 6, 2022