City Council and Authorities Concurrent
January 10, 2023

44.03%
Federal Agency Notes

21.74%
Corporate Notes

20.30%
Municipal Bonds

0.49%
Supranational Obligations

2.17%
Asset‐Backed Securities

1.37%
Negotiable Certificates of
Deposit

1.30%
Money Market Fund

0.05%
Local Agency Investment Fund
(LAIF)

8.29%
Mutual Fund ‐ Traffic
Mitigation Bond Proceeds

0.26%
3 CITY OF SANTA CLARA

INVESTMENT MATURITY DISTRIBUTION
AS OF SEPTEMBER 30, 2022

UNRESTRICTED POOLED PORTFOLIO

MATURITY
(IN MONTHS) COST VALUE
DEMAND 70,450,731$ (a) 2 8.36%
0 TO 6 11,000,000 1 1.30%
7 TO 12 101,273,603 17 12.01%
13 TO 18 139,465,630 26 16.55%
19 TO 24 95,354,298 17 11.31%
25 TO 30 103,084,386 18 12.23%
31 TO 36 100,374,489 18 11.91%
37 TO 42 85,235,232 19 10.11%
43 TO 48 32,289,832 7 3.83%
49 TO 54 55,252,099 11 6.55%
55 TO 60 49,141,132 8 5.84%
TOTAL 842,921,432$ 144 100.00%
Average Maturity of Unrestricted Pool: 2.13 Years
(a) $20 million is earmarked for the City's Electric Utility power-trading.

NUMBER OF

INVESTMENTS DISTRIBUTION
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
22%
24%

INVESTMENT MATURITY DISTRIBUTION

UNRESTRICTED POOLED PORTFOLIO
AS OF SEPTEMBER 30, 2022
Maturity (Months)
Distribution Percentage
4 City of Santa Clara Monthly Report
9/30/2022
Description Issue Date Coupon  Rate Maturity  Date CUSIP Par Value S&P  Rating Settle  Date Cost  Value YTM  at Cost Market  Value Unrealized  G/L UNITED STATES TREASURY 5/31/2016 1.625% 5/31/2023 912828R69 10, 000,000.00 AA+ 7/16/2018 9,484,375.00 2.76% 9,839,800.00 355,425.00 UNITED STATES TREASURY 7/2/2018 2.625% 6/30/2023 9128284U1 5,030, 000.00 AA+ 8/26/2021 5,252,616.80 0.22% 4,975,575.40 -277,041.40 UNITED STATES TREASURY 6/30/2016 1.375% 6/30/2023 912828S35 20,000, 000.00 AA+ 1/17/2019 20,053,710.95 1.31% 19,597,600.00 -456,110.95 UNITED STATES TREASURY 7/31/2018 2.750% 7/31/2023 912828Y61 10,000, 000.00 AA+ 9/18/2018 9,918,710.94 2.93% 9,884,400.00 -34,310.94 UNITED STATES TREASURY 8/31/2016 1.375% 8/31/2023 9128282D1 5, 000,000.00 AA+ 9/12/2018 4,657,031.25 2.87% 4,869,550.00 212,518.75 UNITED STATES TREASURY 9/30/2016 1.375% 9/30/2023 912828T26 7, 500,000.00 AA+ 11/13/2018 6,947,167.97 3.01% 7,287,900.00 340,732.03 UNITED STATES TREASURY 10/15/2020 0.125% 10/15/2023 91282CAP6 5,260, 000.00 AA+ 3/26/2021 5,248,288.28 0.21% 5,038,501.40 -209,786.88 UNITED STATES TREASURY 10/31/2016 1.625% 10/31/2023 912828T91 5, 000,000.00 AA+ 1/25/2019 4,787,695.31 2.58% 4,858,600.00 70,904.69 UNITED STATES TREASURY 11/30/2018 2.875% 11/30/2023 9128285P1 9,745, 000.00 AA+ 6/23/2021 10,349,875.20 0.32% 9,584,792.20 -765,083.00 UNITED STATES TREASURY 11/30/2016 2.125% 11/30/2023 912828U57 10,000, 000.00 AA+ 2/28/2019 10,251,562.50 1.57% 9,757,800.00 -493,762.50 UNITED STATES TREASURY 1/3/2017 2.250% 12/31/2023 912828V23 5,000, 000.00 AA+ 3/13/2019 4,957,812.50 2.44% 4,876,950.00 -80,862.50 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 5,000, 000.00 AA+ 3/26/2021 4,981,445.31 0.26% 4,739,250.00 -242,195.31 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 2,510, 000.00 AA+ 3/31/2021 2,497,744.14 0.30% 2,379,103.50 -118,640.64 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 11,000, 000.00 AA+ 6/11/2021 10,972,500.00 0.22% 10,426,350.00 -546,150.00 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 5,525, 000.00 AA+ 7/14/2021 5,497,375.00 0.33% 5,236,871.25 -260,503.75 UNITED STATES TREASURY 1/31/2019 2.500% 1/31/2024 9128285Z9 5,000, 000.00 AA+ 4/14/2020 5,407,421.88 0.34% 4,881,450.00 -525,971.88 UNITED STATES TREASURY 2/28/2017 2.125% 2/29/2024 912828W48 1,625, 000.00 AA+ 4/15/2021 1,637,941.42 0.31% 1,576,250.00 -61,691.42 UNITED STATES TREASURY 4/15/2021 0.375% 4/15/2024 91282CBV2 5,415, 000.00 AA+ 10/15/2021 5,397,443.55 0.51% 5,098,330.80 -299,112.75 UNITED STATES TREASURY 4/30/2019 2.250% 4/30/2024 9128286R6 3,825, 000.00 AA+ 3/25/2022 3,827,838.87 2.21% 3,703,365.00 -124,473.87 UNITED STATES TREASURY 5/1/2017 2.000% 4/30/2024 912828X70 5,000, 000.00 AA+ 5/16/2019 4,952,734.38 2.20% 4,822,850.00 -129,884.38 UNITED STATES TREASURY 5/15/2014 2.500% 5/15/2024 912828WJ5 6,050, 000.00 AA+ 8/16/2019 6,332,174.65 1.48% 5,876,546.50 -455,628.15 UNITED STATES TREASURY 6/30/2019 1.750% 6/30/2024 9128286Z8 7,250, 000.00 AA+ 12/12/2019 7,253,398.44 1.74% 6,941,295.00 -312,103.44 UNITED STATES TREASURY 6/30/2017 2.000% 6/30/2024 912828XX3 5,000, 000.00 AA+ 8/29/2019 5,136,328.13 1.41% 4,807,800.00 -328,528.13 UNITED STATES TREASURY 7/15/2021 0.375% 7/15/2024 91282CCL3 5, 250,000.00 AA+ 9/10/2021 5,246,718.75 0.40% 4,901,977.50 -344,741.25 UNITED STATES TREASURY 7/31/2017 2.125% 7/31/2024 9128282N9 5,000, 000.00 AA+ 9/10/2019 5,133,315.75 1.56% 4,810,350.00 -322,965.75 UNITED STATES TREASURY 8/31/2017 1.875% 8/31/2024 9128282U3 2,985, 000.00 AA+ 3/10/2020 3,149,640.66 0.62% 2,854,406.25 -295,234.41 UNITED STATES TREASURY 8/31/2019 1.250% 8/31/2024 912828YE4 4,750, 000.00 AA+ 1/5/2021 4,928,867.19 0.21% 4,489,510.00 -439,357.19 UNITED STATES TREASURY 10/31/2017 2.250% 10/31/2024 9128283D0 10,000, 000.00 AA+ 11/18/2019 10,290,625.00 1.64% 9,602,000.00 -688,625.00 UNITED STATES TREASURY 11/30/2017 2.125% 11/30/2024 9128283J7 5,000, 000.00 AA+ 1/6/2020 5,118,945.31 1.62% 4,779,300.00 -339,645.31 UNITED STATES TREASURY 1/2/2018 2.250% 12/31/2024 9128283P3 10,000, 000.00 AA+ 1/7/2020 10,300,781.25 1.62% 9,575,400.00 -725,381.25 UNITED STATES TREASURY 1/15/2022 1.125% 1/15/2025 91282CDS7 2, 095,000.00 AA+ 4/12/2022 2,007,026.37 2.71% 1,951,869.60 -55,156.77 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 5,000, 000.00 AA+ 4/22/2020 5,238,671.88 0.37% 4,683,200.00 -555,471.88 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 1,950, 000.00 AA+ 5/7/2021 2,013,146.48 0.50% 1,826,448.00 -186,698.48 UNITED STATES TREASURY 2/28/2018 2.750% 2/28/2025 9128283Z1 6,200, 000.00 AA+ 3/6/2020 6,850,757.82 0.61% 5,984,240.00 -866,517.82 UNITED STATES TREASURY 8/31/2020 0.250% 8/31/2025 91282CAJ0 4, 120,000.00 AA+ 8/2/2021 4,075,581.25 0.52% 3,670,178.40 -405,402.85 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5, 400,000.00 AA+ 10/7/2021 5,285,882.83 0.78% 4,782,186.00 -503,696.83 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5, 510,000.00 AA+ 6/7/2022 5,024,216.02 3.00% 4,879,600.90 -144,615.12 UNITED STATES TREASURY 11/30/2020 0.375% 11/30/2025 91282CAZ4 4, 450,000.00 AA+ 11/4/2021 4,327,625.00 1.07% 3,945,370.00 -382,255.00 UNITED STATES TREASURY 12/31/2020 0.375% 12/31/2025 91282CBC4 3, 820,000.00 AA+ 5/3/2021 3,751,956.25 0.76% 3,377,873.20 -374,083.05 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8, 025,000.00 AA+ 11/30/2021 7,817,478.52 1.01% 7,068,901.50 -748,577.02 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 4, 050,000.00 AA+ 1/6/2022 3,906,351.56 1.27% 3,567,483.00 -338,868.56 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 7, 735,000.00 AA+ 2/25/2022 7,305,949.22 1.84% 6,813,452.10 -492,497.12 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8, 710,000.00 AA+ 5/3/2022 7,905,345.70 3.00% 7,672,290.60 -233,055.10 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 3, 575,000.00 AA+ 8/31/2021 3,574,577.43 0.70% 3,154,508.51 -420,068.92 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 5, 175,000.00 AA+ 12/7/2021 5,035,517.58 1.15% 4,566,316.49 -469,201.09 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 5, 860,000.00 AA+ 3/21/2022 5,520,989.84 2.20% 5,175,141.80 -345,848.04 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 9, 250,000.00 AA+ 6/8/2022 8,477,480.47 2.99% 8,168,952.50 -308,527.97 10/12/2022 4:53 PM 1 of 4
Attachment A
City of Santa Clara Monthly Report
9/30/2022
Description Issue Date Coupon  Rate Maturity  Date CUSIP Par Value S&P  Rating Settle  Date Cost  Value YTM  at Cost Market  Value Unrealized  G/L UNITED STATES TREASURY 8/15/2016 1.500% 8/15/2026 9128282A7 5,350, 000.00 AA+ 8/15/2022 5,033,388.67 3.08% 4,838,807.50 -194,581.17 UNITED STATES TREASURY 9/30/2021 0.875% 9/30/2026 91282CCZ2 8, 500,000.00 AA+ 4/5/2022 7,878,769.53 2.61% 7,477,705.00 -401,064.53 UNITED STATES TREASURY 10/31/2021 1.125% 10/31/2026 91282CDG3 5, 700,000.00 AA+ 8/8/2022 5,267,601.56 3.05% 5,053,620.00 -213,981.56 UNITED STATES TREASURY 11/15/2016 2.000% 11/15/2026 912828U24 8,840, 000.00 AA+ 6/8/2022 8,472,242.19 3.01% 8,117,595.20 -354,646.99 UNITED STATES TREASURY 12/31/2021 1.250% 12/31/2026 91282CDQ1 5, 340,000.00 AA+ 4/14/2022 5,000,617.97 2.69% 4,743,201.60 -257,416.37 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 2,100, 000.00 AA+ 4/20/2022 2,040,691.41 2.88% 1,941,030.00 -99,661.41 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 5,400, 000.00 AA+ 6/13/2022 5,159,109.38 3.29% 4,991,220.00 -167,889.38 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 7,910, 000.00 AA+ 7/7/2022 7,705,452.34 2.85% 7,311,213.00 -394,239.34 UNITED STATES TREASURY 4/30/2020 0.500% 4/30/2027 912828ZN3 7,000, 000.00 AA+ 8/3/2022 6,262,812.50 2.89% 5,954,130.00 -308,682.50 UNITED STATES TREASURY 5/15/2017 2.375% 5/15/2027 912828X88 5,400, 000.00 AA+ 8/8/2022 5,248,546.88 3.01% 5,005,152.00 -243,394.88 UNITED STATES TREASURY 6/30/2020 0.500% 6/30/2027 912828ZV5 5,675, 000.00 AA+ 8/15/2022 5,034,789.06 3.00% 4,804,455.00 -230,334.06 UNITED STATES TREASURY 7/31/2022 2.750% 7/31/2027 91282CFB2 10, 800,000.00 AA+ 9/14/2022 10,392,046.88 3.60% 10,169,712.00 -222,334.88 UNITED STATES TREASURY 8/15/2017 2.250% 8/15/2027 9128282R0 11,115, 000.00 AA+ 9/6/2022 10,537,975.20 3.40% 10,217,130.30 -320,844.90 U.S. Treasury Bond / Note Subtotal 378,775,000.00 372,124,684.17 353,986,859.00 -18,137,825.17 FANNIE MAE 11/25/2020 0.250% 11/27/2023 3135G06H1 4,950,000. 00 AA+ 11/25/2020 4,944,357.00 0.29% 4,728,982.50 -215,374.50 FANNIE MAE 11/25/2020 0.250% 11/27/2023 3135G06H1 5,225,000. 00 AA+ 1/22/2021 5,230,799.75 0.21% 4,991,703.75 -239,096.00 FANNIE MAE 7/8/2019 1.750% 7/2/2024 3135G0V75 15,000,000.00 AA+ 12/18/2019 15,566,089.75 0.90% 14,361,300.00 -1,204,789.75 FANNIE MAE 1/10/2020 1.625% 1/7/2025 3135G0X24 7,500,000. 00 AA+ 1/22/2020 7,499,025.00 1.63% 7,075,950.00 -423,075.00 FANNIE MAE 4/24/2020 0.625% 4/22/2025 3135G03U5 10,000,000. 00 AA+ 5/7/2020 10,050,600.00 0.52% 9,112,800.00 -937,800.00 FANNIE MAE 11/12/2020 0.500% 11/7/2025 3135G06G3 1,860,000. 00 AA+ 12/29/2020 1,864,929.00 0.44% 1,656,404.40 -208,524.60 FNMA Medium Term Note Subtotal 44,535,000.00 45,155,800.50 41,927,140.65 -3,228,659.85 FEDERAL FARM CREDIT BANKS 6/19/2018 2.890% 6/19/2023 3133EJSD2 5,000,000.00 AA+ 11/28/2018 4,980,250.00 2.98% 4,952,500.00 -27,750.00 FEDERAL FARM CREDIT BANKS 1/17/2020 1.600% 7/17/2023 3133ELHZ0 5,000,000.00 AA+ 1/16/2020 4,998,200.00 1.61% 4,896,050.00 -102,150.00 FEDERAL FARM CREDIT BANKS 8/14/2018 2.900% 8/14/2023 3133EJWV7 5,000,000.00 AA+ 9/17/2018 4,977,050.00 3.00% 4,938,700.00 -38,350.00 FEDERAL FARM CREDIT BANKS 10/2/2018 3.050% 10/2/2023 3133EJD48 7,575,000.00 AA+ 11/27/2018 7,583,620.35 3.02% 7,475,616.00 -108,004.35 FEDERAL FARM CREDIT BANKS 11/1/2017 2.200% 11/1/2023 3133EHN25 2 ,965,000.00 AA+ 6/26/2019 3,006,094.90 1.87% 2,900,837.40 -105,257.50 FEDERAL FARM CREDIT BANKS 2/27/2019 2.610% 2/27/2024 3133EKBW5 5,000,000.00 AA+ 3/20/2019 5,033,150.00 2.47% 4,882,250.00 -150,900.00 FEDERAL FARM CREDIT BANKS 4/22/2019 2.450% 7/22/2024 3133EKHV1 5,000,000.00 AA+ 9/4/2019 5,250,650.00 1.38% 4,848,700.00 -401,950.00 FEDERAL FARM CREDIT BANKS 11/1/2019 1.650% 11/1/2024 3133EK4Y9 5,000,000.00 AA+ 11/8/2019 4,962,850.00 1.81% 4,743,500.00 -219,350.00 FEDERAL FARM CREDIT BANKS 1/23/2020 1.650% 1/23/2025 3133ELJM7 7,320,000.00 AA+ 5/18/2020 7,689,367.20 0.56% 6,884,094.00 -805,273.20 FEDERAL FARM CREDIT BANKS 5/14/2020 0.500% 5/14/2025 3133ELZM9 10,000,000.00 AA+ 5/15/2020 9,982,800.00 0.53% 9,070,400.00 -912,400.00 FEDERAL FARM CREDIT BANKS 6/9/2020 0.500% 6/9/2025 3133ELH23 10,000,000.00 AA+ 6/12/2020 9,997,540.00 0.50% 9,052,900.00 -944,640.00 FFCB Medium Term Note Subtotal 67,860,000.00 68,461,572.45 64,645,547.40 -3,816,025.05 FEDERAL FARM CREDIT BANKS 7/2/2020 0.500% 7/2/2025 3133ELR71 10,000,000.00 AA+ 7/14/2020 10,017,640.00 0.46% 9,032,100.00 -985,540.00 FFCB Coupon Note Subtotal 10,000,000.00 10,017,640.00 9,032,100.00 -985,540.00 FEDERAL HOME LOAN BANKS 10/17/2014 2.375% 9/8/2023 3130A3DL5 5,000,000.00 AA+ 9/5/2019 5,164,135.00 1.53% 4,909,400.00 -254,735.00 FEDERAL HOME LOAN BANKS 12/9/2013 3.375% 12/8/2023 3130A0F70 5,000,000.00 AA+ 1/8/2019 5,147,870.00 2.73% 4,939,200.00 -208,670.00 FEDERAL HOME LOAN BANKS 1/16/2015 2.250% 12/8/2023 3130A3VC5 5,000,000.00 AA+ 3/12/2020 5,282,425.00 0.72% 4,883,250.00 -399,175.00 FEDERAL HOME LOAN BANKS 5/8/2014 2.875% 6/14/2024 3130A1XJ2 5,000,000.00 AA+ 11/20/2019 5,270,205.00 1.64% 4,874,100.00 -396,105.00 FEDERAL HOME LOAN BANKS 11/6/2014 2.750% 12/13/2024 3130A3GE8 5,000,000.00 AA+ 3/12/2020 5,461,300.00 0.77% 4,833,000.00 -628,300.00 FHLB Medium Term Note Subtotal 25,000,000.00 26,325,935.00 24,438,950.00 -1,886,985.00 10/12/2022 4:53 PM 2 of 4
Attachment A
City of Santa Clara Monthly Report
9/30/2022
Description Issue Date Coupon  Rate Maturity  Date CUSIP Par Value S&P  Rating Settle  Date Cost  Value YTM  at Cost Market  Value Unrealized  G/L FREDDIE MAC 5/7/2020 0.375% 5/5/2023 3137EAER6 5,000,000. 00 AA+ 5/8/2020 5,014,545.00 0.28% 4,888,900.00 -125,645.00 FREDDIE MAC 9/4/2020 0.250% 9/8/2023 3137EAEW5 1,640,000. 00 AA+ 9/4/2020 1,640,761.21 0.24% 1,578,942.80 -61,818.41 FREDDIE MAC 9/4/2020 0.250% 9/8/2023 3137EAEW5 4,295,000. 00 AA+ 9/4/2020 4,293,582.65 0.26% 4,135,097.15 -158,485.50 FREDDIE MAC 10/16/2020 0.125% 10/16/2023 3137EAEY1 3,270,000. 00 AA+ 10/16/2020 3,257,802.90 0.25% 3,132,594.60 -125,208.30 FREDDIE MAC 2/14/2020 1.500% 2/12/2025 3137EAEP0 5,000,000.00 AA+ 5/20/2020 5,226,960.00 0.53% 4,685,800.00 -541,160.00 FREDDIE MAC 8/30/2022 4.050% 8/28/2025 3134GXS54 5,000,000. 00 AA+ 8/30/2022 4,998,000.00 4.06% 4,942,500.00 -55,500.00 FREDDIE MAC 9/25/2020 0.375% 9/23/2025 3137EAEX3 9,390,000.00 AA+ 9/25/2020 9,361,736.10 0.44% 8,374,565.40 -987,170.70 FHLMC Medium Term Note Subtotal 33,595,000.00 33,793,387.86 31,738,399.95 -2,054,987.91

INTER-AMERICAN
DEVELOPMENT BANK 9/23/2021 0.500% 9/23/2024 4581X0DZ8 11,065,000.00 AAA 9/23/2021 11,056,811.90 0.52% 10,270,864.95 -785,946.95

INTL BANK OF
RECONSTRUCTION AND DEV 4/20/2021 0.125% 4/20/2023 459058JV6 7,335,000.00 AAA 4/20/2021 7,319,816.55 0.23% 7,180,011.45 -139,805.10 Supranational Subtotal 18,400,000.00 18,376,628.45 17,450,876.40 -925,752.05

CALIFORNIA EARTHQUAKE
AUTHORITY 11/24/2020 1.477% 7/1/2023 13017HAK2 1,430,000.00 NR 11/ 24/2020 1,430,000.00 1.48% 1,396,023.20 -33,976.80

LOS ANGELES COMMUNITY
COLLEGE DISTRICT C 11/10/2020 0.773% 8/1/2025 54438CYK2 2,715,000.00 AA+ 11/10/2020 2,715,000.00 0.77% 2,437,119.75 -277,880.25 Municipals Subtotal 4,145,000.00 4,145,000.00 3,833,142.95 -311,857.05 3M COMPANY 9/14/2018 3.250% 2/14/2024 88579YBB6 5,000,000. 00 A+ 11/29/2021 5,241,250.00 1.03% 4,901,850.00 -339,400.00 3M COMPANY 3/27/2020 2.650% 4/15/2025 88579YBM2 2,560,000. 00 A+ 4/25/2022 2,511,616.00 3.32% 2,411,238.40 -100,377.60 ADOBE INC 1/26/2015 3.250% 2/1/2025 00724FAC5 4,000,000.00 A+ 1/26/2022 4,183, 680.00 1.68% 3,881,720.00 -301,960.00 ALPHABET INC 4/27/2016 3.375% 2/25/2024 02079KAB3 5,330,000. 00 AA+ 11/23/2021 5,642,444.60 0.75% 5,261,935.90 -380,508.70 AMAZON.COM INC 5/12/2021 0.450% 5/12/2024 023135BW5 245, 000.00 AA 5/12/2021 302,801.19 0.50% 229,670.35 -73,130.84 AMAZON.COM INC 5/12/2021 0.450% 5/12/2024 023135BW5 4,000,000.00 AA 3/14/2022 3,874,280.00 1.94% 3,749,720.00 -124,560.00 AMAZON.COM INC 4/13/2022 3.300% 4/ 13/2027 023135CF1 6,715,000.00 AA 4/25/2022 6, 672,964.10 3.44% 6,339,765.80 -333,198.30 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/9/2021 5,340,100.00 0.94% 4,806,200.00 -533,900.00 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/29/2021 5,355,200.00 0.84% 4,806,200.00 -549,000.00 BANK OF AMERICA 7/23/2013 4.100% 7/ 24/2023 06053FAA7 4,070,000.00 A- 9/15/2020 4,482,494.50 0.52% 4,058,400.50 -424,094.00 BANK OF AMERICA CORP 3/22/2022 3.384% 4/2/2026 06051GKM0 5,000,000.00 A- 3/22/2022 5,005,100.00 3.36% 4,723,100.00 -282,000.00 BANK OF AMERICA CORP 4/22/2021 1.734% 7/22/2027 06051GJS9 1, 420,000.00 A- 8/10/2022 1,281,251.80 3.92% 1,218,260.60 -62,991.20 BANK OF NY MELLON CORP 1/28/2021 0.750% 1/28/2026 06406RAQ0 9, 000,000.00 A 2/10/2021 9,025,920.00 0.69% 7,902,180.00 -1,123,740.00 BLACKROCK INC 3/28/2017 3.200% 3/15/ 2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,085,352.00 3.50% 3,899,880.00 -185,472.00 BLACKROCK INC 3/28/2017 3.200% 3/15/ 2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,086,055.80 3.50% 3,899,880.00 -186,175.80 BRISTOL-MYERS SQUIBB CO 11/13/2020 0.750% 11/13/2025 110122DN5 5, 725,000.00 A+ 6/30/2021 5,672,673.50 0.96% 5,080,823.00 -591,850.50

CATERPILLAR FINANCIAL SERVI
C 1/10/2022 0.950% 1/10/2024 14913R2S5 2,535,000.00 A 1/10/2022 2,534,594.40 0.96% 2,427,845.55 -106,748.85 CATERPILLAR FINANCIAL SERVIC 1/10/2022 0.950% 1/10/2024 14913R2S5 3,100,000.00 A 3/14/2022 3,045,409.00 1.94% 2,968,963.00 -76,446.00 ELI LILLY & CO 3/5/2015 2.750% 6/1/2025 532457BH0 5,415,000. 00 A+ 2/10/2022 5,559,255.60 1.91% 5,182,534.05 -376,721.55 HERSHEY COMPANY 8/21/2015 3.200% 8/21/2025 427866AU2 3,000, 000.00 A 3/30/2022 3,014,040.00 3.05% 2,893,410.00 -120,630.00 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 5,000,000.00 A 9/8/2021 5,097,900.00 0.82% 4,601,900.00 -496,000.00 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 2,255,000.00 A 3/22/2022 2,181,960.55 2.41% 2,075,456.90 -106,503.65 JOHN DEERE CAPITAL CORP 6/17/2021 1.050% 6/17/2026 24422EVR7 5 ,000,000.00 A 12/8/2021 4,908,600.00 1.47% 4,368,700.00 -539,900.00 JOHNSON & JOHNSON 8/25/2020 0.550% 9/1/2025 478160CN2 5,000,000.00 AAA 9/3/2020 5,023,550.00 0.45% 4,464,450.00 -559,100.00 JPMORGAN CHASE & CO 9/16/2020 0.653% 9/16/2024 46647PBS4 2,675, 000.00 A- 9/16/2020 2,675,000.00 0.65% 2,551,174.25 -123,825.75 JPMORGAN CHASE & CO 8/10/2021 0.768% 8/9/2025 46647PCM6 2,340,000.00 A- 8/10/2021 2,340,000.00 0.77% 2,145,171.60 -194,828.40 10/12/2022 4:53 PM 3 of 4
Attachment A
City of Santa Clara Monthly Report
9/30/2022
Description Issue Date Coupon  Rate Maturity  Date CUSIP Par Value S&P  Rating Settle  Date Cost  Value YTM  at Cost Market  Value Unrealized  G/L JPMORGAN CHASE & CO 3/13/2020 2.005% 3/13/2026 46647PBH8 2, 800,000.00 A- 3/22/2022 2,712,500.00 2.84% 2,564,240.00 -148,260.00 JPMORGAN CHASE & CO 4/22/2021 1.578% 4/22/2027 46647PCB0 4, 100,000.00 A- 8/10/2022 3,710,746.00 3.80% 3,539,571.00 -171,175.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000, 000.00 A+ 3/9/2021 5,213,450.00 0.91% 4,706,950.00 -506,500.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000, 000.00 A+ 3/10/2022 4,990,800.00 2.06% 4,706,950.00 -283,850.00 MERCK & CO INC 3/7/2019 2.900% 3/7/2024 58933YAU9 5,375, 000.00 A+ 11/23/2021 5,623,916.25 0.85% 5,253,148.75 -370,767.50 MICROSOFT CORP 2/6/2017 2.875% 2/6/2024 594918BX1 5,000,000. 00 AAA 11/29/2021 5,202,600.00 1.00% 4,898,550.00 -304,050.00 MICROSOFT CORP 2/12/2015 2.700% 2/12/2025 594918BB9 5,000,000. 00 AAA 3/9/2021 5,341,700.00 0.92% 4,798,250.00 -543,450.00 QUALCOMM INC 5/20/2015 3.450% 5/20/2025 747525AF0 5,850,000. 00 A 5/19/2022 5,860,588.50 3.39% 5,662,507.50 -198,081.00 STATE STREET BANK & TR 2/7/2022 1.746% 2/6/2026 857477BR3 1,115,000.00 A 2/7/2022 1,115,000.00 1.75% 1,037,931.20 -77,068.80 STATE STREET BANK & TR 10/29/2020 2.901% 3/30/2026 857477BM4 4, 250,000.00 A 3/14/2022 4,275,372.50 2.74% 4,011,617.50 -263,755.00 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 990,000.00 A 1/24/2022 988,317.00 1.99% 888,643.80 -99,673.20 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 4,595,000. 00 A 2/1/2022 4,567,889.50 2.08% 4,124,563.90 -443,325.60 TOYOTA MOTOR CREDIT CORP 1/11/2021 0.450% 1/11/2024 89236THU2 6,100,000.00 A+ 1/11/2021 6,099,634.00 0.45% 5,787,436.00 -312,198.00 UNILEVER CAPITAL CORP 9/14/2020 0.375% 9/14/2023 904764BJ5 660,000.00 A+ 9/14/2020 659,155.20 0.42% 634,299.60 -24,855.60 WAL-MART STORES INC 6/27/2018 3.550% 6/26/2025 931142ED1 5, 700,000.00 AA 2/8/2022 6,011,847.00 1.87% 5,562,060.00 -449,787.00 Corporate Note Subtotal 169,200,000.00 171,517,008.99 159,027,149.15 -12,489,859.84 CARMAX AUTO OWNER TRUST 4/21/2021 0.520% 2/17/2026 14314QAC8 2,375,000.00 AAA 4/21/2021 2,374,488.19 0.52% 2,295,865.00 -78,623.19

DISCOVER CARD EXECUTION
NOTE TRUST 9/27/2021 0.580% 9/15/2026 254683CP8 2,100,000.00 AAA 9/27/2021 2,099,550.39 0.58% 1,943,214.00 -156,336.39

HONDA AUTO RECEIVABLES
OWNER T 11/24/2021 0.880% 1/21/2026 43815GAC3 1,615,000.00 NR 11/ 24/2021 1,614,659.56 0.89% 1,527,531.60 -87,127.96

HYUNDAI AUTO RECEIVABLES
TRUST 4/28/2021 0.380% 9/15/2025 44933LAC7 1,575,000.00 AAA 4/28/2021 1,574,834.31 0.38% 1,522,332.00 -52,502.31

HYUNDAI AUTO RECEIVABLES
TRUST 11/17/2021 0.740% 5/15/2026 44935FAD6 1,245,000.00 AAA 11/17/2021 1,244,722.12 0.75% 1,174,495.65 -70,226.47

TOYOTA AUTO RECEIVABLES
OWNER 9/27/2021 0.430% 1/15/2026 89239BAC5 2,645,000.00 AAA 9/27/2021 2,644,789.19 0.43% 2,509,179.25 -135,609.94 Asset-Backed Security Subtotal 11,555,000.00 11,553,043.76 10,972,617.50 -580,426.26 BARCLAYS BANK PLC 2/3/2022 1.050% 2/1/2023 06742TG34 11,000, 000.00 A-1 2/3/2022 11,000,000.00 1.05% 10,895,720.00 -104,280.00 Certificate of Deposit Subtotal 11,000,000.00 11,000,000.00 10,895,720.00 -104,280.00

PRINCIPAL PUBLIC DEPOSIT
SWEEP PROGRAM 10/1/2022 992995944 423,984.20 9/1/2020 423,984.20 0.07% 423,984.20 -

LOCAL AGENCY INVESTMENT
FUND 10/1/2022 70,026,747.09 9/30/1997 70,026,747.09 0.62% 70,026,747.09 - DREYFUS TREASURY 10/1/2022 2,160,599.21 10/31/1997 2,160,599.21 0.03% 2,160,599.21 - Cash Equivalent Subtotal 72,611,330.50 72,611,330.50 72,611,330.50 - Grand Total Count 145 846,676,330.50 845,082,031.68 800,559,833.50 (44,522,198.18) 10/12/2022 4:53 PM 4 of 4
Attachment A

_____________________________________________________________________

MONTHLY FINANCIAL STATUS REPORT

October 2022

City of
Santa Clara
The Center of What 's Possible

1 City of Santa Clara
Financial Status Report as of October 31, 2022

This report summarizes the City’s financial performance for the month ended October 31, 2022.

Financial analysis for the report is provided for the General Fund, select Special Revenue Funds, Enterprise Operating Funds, and Capital Improvement Funds. Financial information included in this report is unaudited.

General Fund
The General Fund is the major operating fund for the City and includes multiple programs, services, and activities for the residents and businesses of the City. The adopted budget for operating revenues and expenditures for fiscal year 2022/23 was $272.4 million. The amended budget for revenues and expenditures was adjusted to $280.9 million to reflect various budget amendments approved by the City Council through October 2022.

While it is very early in the fiscal year and limited data is available, General Fund revenues are currently tracking within estimated levels. Through October, expenditures are tracking slightly below budget and this trend is expected to continue as departments continue to control expenditures through various cost control measures.

Economic indicators are mixed, and there is a tremendous amount of uncertainty. Given this level of uncertainty, the December 2022 UCLA Forecast presented a two-scenario economic forecast. “One scenario is no recession, where economic growth is “just right”, inflation ebbs, labor market constraints loosen, and the Federal Reserve takes a less aggressive approach to monetary policy tightening. The second scenario is a recession, where inflation would have continued to run hot if not for aggressive Federal Reserve action. In this scenario, the Federal Reserve forces a recession and accepts an economic contraction and higher unemployment to combat inflation. Importantly, the difference in the two scenarios is the exogenous decision of the Federal Reserve is setting monetary policy.”1 Many companies are anticipating a slowdown. A survey of 400 leaders of large U.S. companies by the KPMG consulting firm found that 91% of these CEOs are predicting a recession in the next 12 months with only 34% believing the recession will be mild and short.2 Consumers are also more pessimistic about current economic conditions. The Conference Board Consumer Confidence Index declined in November after losing ground in October. “Inflation expectations increased to their highest level since July, with both gas and food prices as the main culprits. Intentions to purchase homes, automobiles, and big-ticket appliances all cooled. The combination of inflation and interest rate hikes will continue to pose challenges to confidence and economic growth into early 2023.”3 On a national level, the unemployment rate remained unchanged at 3.7% between October 2022 and November 2022. This rate was well below the record setting high of 14.7% in April 2020, and slightly above the pre-pandemic unemployment rate of 3.5%. In November, the number of unemployed

1 UCLA Anderson Forecast, December 2022, Goldilocks or Bust: Will the Economy by “Just Right” or Will We have a Recession?
2 CEOs are preparing for a recession, and they don't think it will be short | CNN Business 3 https://www.conference-board.org/topics/consumer-confidence

2 City of Santa Clara
Financial Status Report as of October 31, 2022

persons fell slightly to 6.0 million from 6.1 million in October. This unemployment figure has increased slightly above the pre-pandemic level of 5.7 million.4

In the third quarter 2022 second estimate, the Gross Domestic Product (GDP) increased by 2.9%, following a GDP decrease of 0.6% in the second quarter. The increase in the third quarter primarily reflected increases in exports, consumer spending, business investment, and government spending that were partly offset by a decrease in housing investment and inventory investment.5

4 https://www.bls.gov/news.release/pdf/empsit.pdf
5 https://www.bea.gov/sites/default/files/2022-11/tech3q22_2nd.pdf Chart 1. Unemployment rate, seaso11allly adjusted ,
Novembe r 2019 - November 2022
Percent

16.0 14.0

12.0 10.0
8 .0
6 .0
Chart 2. No11farm payroll employment. seasonally adj usted , November 2019 - November 2022
Thousa nds
160,000

4.o .-..wr'---------- --.... ~..:.-.. ...
155,000
150,000
145,000
140,000
135,000
130,000
2 .0 ...._ ________ ....._ __ ~--~----' 125,000
Nov-19 May-20 Nov-20 May-21 Nov-21 May-22 Nov-22 NoY-19 May-20 Nov-20 May-21 Nov-21 May-22 Nov-22 40 30
20 10
0 -10
-20
-30
~40
Realll GDP: Percent change fr.om preceding quarter
Q4 Q1 Q2 Q3 Q4 Ql Q2 Q3 Q4 Ql Q2 Q3 Q4 Ql Q2 Q3
2018 2019 2020 2021 2022
U.S. Bureau of conom ic Ana lysis easonally adjusted annual

3 City of Santa Clara
Financial Status Report as of October 31, 2022

The December 2022 UCLA Anderson Forecast projects strong GDP performance in the 4th quarter 2022 driven by consumption and business investment. After that point, the Forecast has differing projections based on the recession or no-recession scenarios as illustrated below. The real GDP gap between these scenarios totals $490 billion by the end of 2023 and $330 billion by 2024.

The December 2022 UCLA Forecast for California includes soft-landing and recession scenarios given the current economic uncertainly. In both scenarios, a milder impact is expected for the California economy. In the soft-landing scenario, California continues to grow at a faster rate than the US, led by more construction, ample state government rainy day funds, and increased demand for defense goods as well as labor saving equipment and software. In the recession scenario, the California economy declines but by less than the US.6
The State and local employment levels remain strong. After the State’s largest increase in the unemployment rate in April 2020, the California unemployment rate increased slightly from 3.8% in September 2022 to 4.0% in October 2022. It is important to note that the September 2022 unemployment rate of 3.8% was the lowest on record for this data set that dates back to 1976. The October 2022 rate is lower compared to the 6.1% rate in October 2021. California has now not only regained all of the 2.76 million nonfarm jobs lost due to COVID-19 in March and April 2020, it has now surpassed it with a gain of 2.79 million jobs since that time.7 The unadjusted unemployment rate in the San José-Sunnyvale-Santa Clara Metropolitan Statistical Area (MSA) remained unchanged at 2.2% between October 2022, and September 2022, and below the

6 UCLA Anderson Forecast, A Tale of Two Scenarios: The California Report, December 2022 7 https://edd.ca.gov/en/about_edd/news_releases_and_announcements/unemployment-october-2022 Real GOP Levels, US$ Trillions, Chained 2012 Prices, Seasonally Adjusted Annual Rates US$ Trillions

21.0 20.9

20.8 20.7

20.6 20.5
20 .4

20.3 20.2

20. 1

20.0 19.!12
F o re cast ➔

0.0 =----------- -+------------ +------------
Q1 Q2 Q3 Q4 Ql Q2 Q3 Q4 Ql Q2 Q3 Q4
2022 2023 2024
Sourc.e: UCLA Anderson Forocast and US Bureau of Economic Analysis No-Recession
Recession

4 City of Santa Clara
Financial Status Report as of October 31, 2022

October 2021 level of 3.7% and the February 2020 pre-pandemic level of 2.6%. Between October 2021 and October 2022, employment in this region increased by 57,600 jobs, or 5.1%.8 The largest increases were in professional and business services (up 15,000 jobs), leisure and hospitality (up 12,800 jobs), and private educational and health services (up 10,100 jobs).

Staff will continue to closely monitor the economic environment and the City’s financial performance and provide updates through the Monthly Financial Reports.

8 https://www.labormarketinfo.edd.ca.gov/file/lfmonth/sjos$pds.pdf

5 City of Santa Clara
Financial Status Report as of October 31, 2022

General Fund Revenues
As of October 31, 2022, $48.8 million or 20% of the General Fund estimated revenue (excluding transfers) was received. Transfers and use of reserves of $42 million have occurred as budgeted. This low collection level through October is largely due to the timing of payments. In some categories, a portion of the revenues received through October account for activity that occurred in FY 2021/22 and those revenues are accrued back to that year. In other cases, such as property tax, most payments are scheduled to occur later in the fiscal year.

Adopted Budget
Amended
Budget
Actual Through
10/31/2022
Percentage
Received
Actual Through
10/31/2021
$
Change From
Prior Year
Percentage
Change
TAXES
Sales Tax 60,173,000$ 60,173,000$ 9,818,899$ 16.32% 8,161,070$ 1,657,829$ 20.31% Property Tax 75,261,000 75,261,000 2,964,873 3.94% 2,643,981 320,892 12.14% Transient Occupancy Tax 12,600,000 12,600,000 3,928,582 31.18% 1,301,249 2,627,333 201.91% Other Taxes 6,260,000 6,260,000 927,930 14.82% 741,594 186,336 25.13% Total Taxes 154,294,000 154,294,000 17,640,284 11.43% 12,847,894 4,792,390 37.30%

LICENSES & PERMITS
Business Licenses 900,000 900,000 283,484 31.50% 298,161 (14,677) -4.92% Fire Operation Permits 2,100,000 2,358,000 644,230 27.32% 686,903 (42,673) -6.21% Building Permits - - - N/A - - N/A Electric Permits - - - N/A - - N/A Plumbing Permits - - - N/A - - N/A Mechanical Permits - - - N/A - - N/A Miscellaneous Permits 72,000 72,000 30,974 43.02% 25,397 5,577 21.96% Total Licenses & Permits 3,072,000 3,330,000 958,688 28.79% 1,010,461 (51,773) -5.12% FINES & PENALTIES 1,465,000 1,615,000 80,789 5.00% 92,700 (11,911) -12.85% INTERGOVERNMENTAL 310,000 310,000 1,648,076 531.64% 133,649 1,514,427 1133.14% CHARGES FOR SERVICES 31,258,098 31,258,098 10,843,813 34.69% 9,702,205 1,141,609 11.77% SILICON VALLEY POWER TRANSFER 26,170,000 26,170,000 9,547,962 36.48% 8,591,126 956,836 11.14%

USE OF MONEY & PROPERTY
Interest 2,532,000 2,532,000 74,723 2.95% (298,744) 373,467 -125.01% Rent 10,584,266 10,584,266 3,484,534 32.92% 3,232,839 251,695 7.79% Total Use of Money & Property 13,116,266 13,116,266 3,559,257 27.14% 2,934,095 625,162 21.31% MISCELLANEOUS REVENUES 150,000 189,099 1,842,431 974.32% 291,301 1,551,130 532.48%

LAND PROCEED - - - N/A - - N/A

OTHER FINANCING SOURCES
Operating Transfer In - Storm Drain 1,454,000 1,454,000 1,454,000 100.00% 1,454,000 - 0.00% Operating Transfer In - Reserves 25,812,244 33,702,079 33,702,079 100.00% 32,456,888 1,245,191 3.84% Operating Transfer In - Fund Balances(2) 4,484,726 4,484,726 4,484,726 100.00% 4,817,658 (332,933) -6.91% Operating Transfer In - Miscellaneous 2,127,374 2,370,374 2,370,374 100.00% 5,427,399 (3,057,025) -56.33% Total Other Financing Sources 33,878,344 42,011,179 42,011,179 100.00% 44,155,945 (2,144,767) -4.86%

STADIUM OPERATION
Charges for Services 7,889,147 7,889,147 2,173,565 27.55% 1,147,260 1,026,305 89.46% Rent and Licensing 752,500 752,500 507,777 67.48% 111,435 396,342 355.67% Total Stadium Operation 8,641,647 8,641,647 2,681,342 31.03% 1,258,695 1,422,647 113.03% TOTAL GENERAL FUND 272,355,355$ 280,935,289$ 90,813,821$ 32.33% 81,018,071$ 9,795,750$ 12.09% (1) The Operating Transfer In - Fund Balances includes the carryover encumbrances of open purchase orders as of June 30, 2022 and mid year budget amendment from reserves.

Function

CITY OF SANTA CLARA

GENERAL FUND

REVENUES OVERVIEW AND COMPARISON BY TYPE
FISCAL YEAR 2022/23 PY REVENUE COMPARISON

6 City of Santa Clara
Financial Status Report as of October 31, 2022
General Fund Revenues
Sales Tax: The City of Santa Clara sales tax rate is 9.0%, of which the City receives 1.0%. As of October 31, 2022, approximately $9.8 million has been collected. This reflects an increase of $1.6 million when compared to collections through the same period last fiscal year. While not reflected in the data through October, true-up information for the third quarter of 2022 was received from the State in November and reflected an increase of 15.7% when compared to the third quarter 2021. Growth of 3% is needed in the remaining three quarters to meet the budgeted estimate of $59.4 million. Internet sales represents a sizeable amount of the City’s sales tax revenue. The County pool, which includes internet sales, accounts for approximately 20% of the sales tax the City receives.

Property Tax: Through October, 4.0% of the property tax budgeted estimate has been received. The majority of property tax revenue is collected in February and April each year. Based on information from the County of Santa Clara, property tax receipts are projected to end the year above the Adopted Budget estimate of $75.3 million.

Transient Occupancy Tax (TOT): TOT is calculated as a percentage of City hotel/motel room charges. The City’s TOT rate is 11.5%. Through October 31, 2022, approximately $3.9 million has been received, which is significantly higher than receipts through the same period last fiscal year of $1.3 million. As businesses continue to recover from the COVID-19 impacts, it is anticipated that TOT will increase compared to last fiscal year. While it is early in the fiscal year, TOT receipts are expected to exceed the budgeted estimate of $12.6 million based on current collection trends.

Other Taxes: Includes franchise tax and documentary transfer tax. The City has collected $0.9 million through October, which higher than prior year collection levels. Receipts through October reflect higher collections in the franchise tax category that is partially offset by lower receipts in the documentary transfer tax category.

Licenses & Permits: Includes business licenses, fire operation permits, and miscellaneous permits and fees. Effective FY 2021/22, building, electric, plumbing, and mechanical permits are budgeted in the Building Development Services Fund, which is reflected in the Special Revenue section of this report. Licenses and permits revenue collections are tracking slightly below par with receipts totaling $1.0 million, or 28.8% of the budget of $3.3 million.

Fines & Penalties: Includes vehicle, parking, court fines, and miscellaneous penalty fines. The revenue of approximately $81,000 collected in this category through October is tracking to end the year well below the budgeted estimate of $1.6 million largely due to the waiving of late fees implemented in response to COVID-19.

Intergovernmental: Includes motor vehicle fees, state homeowner tax relief, state mandated reimbursement and redistribution of land sale proceeds and ground leases from the Successor Agency.

Through October 31, 2022, $1.6 million has been received, which is well above receipts through the

7 City of Santa Clara
Financial Status Report as of October 31, 2022

same period last year. This is a result of a $1.5 million settlement payment from the City of San Jose regarding the North San Jose Development Project.

Charges for Services: Includes various plan check and zoning-related fees, engineering fees, administrative fees, and community service revenue from various recreational activities. Through October 31, 2022, collections totaled approximately $10.8 million or 34.7% of the budget. This reflects an 11% increase compared to last year’s collections through the same period of $9.7 million. This increase is a result of higher collections for planning and zoning fees, technology fee, engineering fees, and Fire EMS fees.

Silicon Valley Power Transfer: In accordance with the City’s charter, Silicon Valley Power pays 5.0% of gross revenues to the General Fund. As of October 31, 2022, $9.5 million has been received.

Transfers throughout the year are based on the budgeted estimate and will be trued up at the end of the fiscal year based on actual performance.

Use of Money & Property: Includes realized investment income and rental income. Interest income and rent revenue collections totaled $3.6 million, or 27.1% of the budget. These collections are higher than collections through last fiscal year of $2.9 million.

Miscellaneous Revenues: Includes developer fees, donations, damage recovery, sale of surplus, and one-time miscellaneous revenues. Through October 31, 2022, collections of $1.8 million are higher than collections through the same period last fiscal year of $0.3 million. This increase is primarily attributable to the settlement between the City, the Santa Clara Stadium Authority, and the Forty-Niners SC Stadium Company LLC and Forty Niners Stadium Management Company LLC (collectively, the Forty-Niners).

Stadium Operation: As of October 31, 2022, charges for services collected through the Stadium totaled $2.7 million, which is on par for this time of year. This is also higher than collections through the same period last year resulting from the reopening of Stadium for events.

8 City of Santa Clara
Financial Status Report as of October 31, 2022

General Fund Expenditures
As of October 31, 2022, $95.8 million or 34.1% of the Gener al Fund operating budget had been expended. This is significantly lower than last fiscal year due to lower transfers to other funds; last year included a one-time transfer of the Building Inspection Reserve to the new Build ing D evelopment Services Fund as well as higher transfers to Capital Funds. Overall, expenditures in the General Fund are within budgeted levels through October. Departmental expenditures totaled $80.9 million, or 30.9% of the budget, which is slightly below the par level of 33% of the budget. Several cost-control measures that were implemented in FY 2019/20 re main in place to generate expenditure savings. These measures include a hiring freeze and controls around overti me, as-needed staff, mark eting, t ravel, technology and vehicle purchases. With these measures, expenditures are expected t o end the year below budget.

Adopted Budget
Amended
Budget
Actual Through
10/31/2022
Percentage
Used
Actual Through
10/31/2021
$
Change From
Prior Year
Percentage
Change

GENERAL GOVERNMENT
Non-Departmental 7,514,334$ 7,647,394$ 1,433,687$ 18.75% 1,148,694$ 284,993$ 24.81% City Council 861,105 862,396 209,862 24.33% 259,648 (49,786) -19.17% City Clerk 2,076,112 2,093,661 652,098 31.15% 500,752 151,346 30.22% City Manager 6,085,321 6,292,428 1,503,874 23.90% 1,666,881 (163,007) -9.78% City Attorney 3,202,735 3,690,974 1,043,419 28.27% 744,656 298,763 40.12% Human Resources 4,508,710 4,828,451 1,183,933 24.52% 1,209,363 (25,430) -2.10% Finance 19,045,131 20,272,300 5,665,128 27.95% 5,094,270 570,858 11.21% Total General Government 43,293,448 45,687,604 11,692,001 25.59% 10,624,264 1,067,737 10.05% PUBLIC WORKS 24,021,840 25,092,840 7,360,760 29.33% 7,298,384 62,377 0.85% COMMUNITY DEVELOPMENT 5,398,007 5,665,420 1,491,664 26.33% 1,448,779 42,885 2.96% PARKS AND RECREATION 21,695,302 22,287,115 7,074,558 31.74% 5,910,549 1,164,009 19.69%

PUBLIC SAFETY
Fire 62,298,852 65,767,826 22,779,947 34.64% 20,873,029 1,906,918 9.14% Police 84,615,023 84,981,549 26,969,565 31.74% 24,822,791 2,146,774 8.65% Total Public Safety 146,913,875 150,749,375 49,749,512 33.00% 45,695,820 4,053,692 8.87% LIBRARY 11,889,451 12,277,870 3,552,556 28.93% 2,733,940 818,616 29.94% DEPARTMENTAL TOTAL 253,211,923 261,760,224 80,921,051 30.91% 73,711,736 7,209,316 9.78%

OTHER FINANCING USES
Operating Transfer Out - Miscellaneous 38,809 38,809 38,809 100.00% 23,250,142 (23,211,333) -99.83% Operating Transfer Out - Debt Services 1,402,275 1,402,275 1,402,275 100.00% 2,501,439 (1,099,164) -43.94% Operating Transfer Out - Maintenance Dtrct 842,700 842,700 842,700 100.00% 771,349 71,351 9.25% Operating Transfer Out - Cemetery 870,000 870,000 870,000 100.00% 850,000 20,000 2.35% Operating Transfer Out - CIP 8,625,501 8,641,613 8,641,613 100.00% 11,773,925 (3,132,312) -26.60% Operating Transfer Out - Reserves - - - N/A 3,309,009 (3,309,009) -100.00% Total Other Financing Uses 11,779,285 11, 795,397 11,795,397 100.00% 42,455,864 (30,660,467) -72.22% STADIUM OPERATION 7,364,147 7,379,668 3,100,175 42.01% 1,888,583 1,211,592 64.15% TOTAL GENERAL FUND 272,355,355$ 280,935,289$ 95,816,623$ 34.11% 118,056,183$ (22,239,559)$ -18.84% Function

CITY OF SANTA CLARA

GENERAL FUND

EXPENDITURES OVERVIEW AND COMPARISON BY FUNCTION
FISCAL YEAR 2022/23 PY EXPENDITURES COMPARISON

9 City of Santa Clara
Financial Status Report as of October 31, 2022

General Fund Expenditures
Below is an explanation of certain budget to actual expenditure variances by program.

Non-Departmental: Includes expenditures that are not attributable to a single department, but a function of the City in general. As of October 31, 2022, expenditures totaled $1.4 million, or 18.8% of the budget. These expenditures are below the par level of 33% but are higher than the prior year levels, primarily as a result of higher expenditures in the contractual services, advertising and community promotion, as well as salaries and benefits categories.

City Attorney: As of October 31, 2022, actual expenditures totaled approximately $1.0 million, which is within expected levels at 28.3% of the budget. Spending is 40% above the total expenditures through the same time last fiscal year due to higher contractual legal services costs and salaries and benefits.

City Clerk: Through October, actual expenditures were tracking slightly above budget at $0.7 million or approximately 31.2% of the budget. This reflects a 30% increase in spending compared to prior year spend levels. This is a result of one-time special election costs as well as Granicus costs that are paid every other year.

City Council: Through October 31, 2022, expenditures were at 24.3% of budget, which is below par.

Compared to the same period through last fiscal year, this reflects a spending decrease of approximately 19%, which is primarily the result of savings due to vacancies within the department.

City M anager: The actual expenditures through October totaled $1.5 million, or 23.9% of the budget, which is below par for this time of the year. Expenditures are 9.7% lower compared with the spending level through the same period last fiscal year. This decrease reflects lower spending in salaries and benefits; however, this is offset by higher spending in the as-needed category.

Community Development Department: This department consists of three divisions: Planning, Building, and Housing and Community Services. The Building division of this department is reflected in the Building Development Services Fund, which falls under the special revenue section of this report.

Through October, departmental expenditures for the Planning and Housing and Community Services divisions totaled $1.5 million, or 26.3%, which is below the par level of 33%. Expenditures were slightly above the spending through the same period last fiscal year due to higher spending in the salaries and benefits categories.

Finance Department: Through October, the Department’s expenditures totaled $5.7 million, or 28% of the budget, which is below par. This expenditure level was approximately 11.2% higher than expenditure levels through the same period last year. This is a result of higher expenditures primarily in the salaries and benefits categories, which is partially offset by lower spending in the contractual services category.

Fire Departm ent: As of October 31, 2022, actual expenditures totaled $22.8 million, or 34.6% of the budget, which is slightly above par. These expenditures reflect a 9.1% increase from expenditures through the same period last fiscal year. This increase in spending reflects higher costs in the salaries

10 City of Santa Clara
Financial Status Report as of October 31, 2022

and benefits as well as contractual services and capital outlay categories. Overtime expenditures are tracking at 60.2% of the budget, which is above par for this time of year. While this overtime figure is high, it is important to note that overtime is used to backfill for vacant positions and the vacancy savings offset a portion of the overtime costs.

Library Department: Through October, actual expenditures totaled $3.6 million, or 28.9% of the budget, which is below par, but nearly 30% higher than expenditure levels last fiscal year. This is a result of the resuming of full operations which began earlier this calendar year.

Parks and Recreation Department: Through October, actual expenditures totaled approximately $7.1 million, or 31.7% of the budget, which is slightly below par, but above the prior year actuals of $5.9 million. This is due to the department resuming activities that were previously impacted by COVID-19 restrictions.

Police Department: Expenditures as of October 31, 2022 are tracking at expected levels at $27.0 million, or 31.7% of the budget. This is approximately 8.6% higher when compared to spending levels through the same period last fiscal year, primarily reflecting higher charges in the salaries and benefits, as-needed, and contractual services categories.

Stadium Operation: Stadium operating expenditures are incurred first and billed on a reimbursement basis creating a timing difference in revenue recognition. Stadium expenditures totaled $3.1 million through October and are tracking above budgeted levels at 42%. This is 64% higher than expenditures through the same period last year, as a direct result of the reopening of the Stadium for events. While spending is above par, it is anticipated that spending will be slowing down for the remainder of the fiscal year.

11 City of Santa Clara
Financial Status Report as of October 31, 2022

Special Revenue Funds
The table below is a summary of revenues and expenditures of select Special Revenue Funds as of October 31, 2022. The amended budget reflects carryover encumbrances from fiscal year 2021/22 and budget amendments approved by the City Council through October 2022. Effective July 1, 2021, all Building Division revenues and expenditures are budgeted and accounted for in the Building Development Services Fund, which is included in the table below.

Revenues totaled approximately $8.3 million, while expenditures totaled approximately $6.5 million through the end of October. Overall, revenues are tracking above par, while expenditures are tracking below par. The negative expenditure in the City Affordable Housing Fund reflects an accounting change in the special disbursements category. Originally, the full loan amount was charged; however, the charges now only reflect the progress through the construction period. In the Housing Successor Agency Fund, the expenditures are currently showing as over budget as a result of a special disbursements for a housing loan, which was budgeted in FY 2021/22. An adjustment to carryover this budget was included in the Budgetary Year-End Report for FY 2021/22 approved December 6, 2022 and will be reflected in future Monthly Financial Reports.

Actual Actual $
Fund Adopted Am ended Through Percentage Through Change From Percent Description Budget Bu dget 10/31/2022 received 10/31/2021 Prior Year Change Housing Authority Fund 280,000$ 280, 000$ 31,878$ 11.39% 203,273$ (171,395)$ -84.32% City Affordable Housing Fund 682,000 682,000 175, 908 25.79% 151,951 23,957 15.77% Housing Successor Fund 350,000 350,000 418, 521 119.58% 242,909 175,612 72.30% Housing and Urban Development 1,810,000 1,810, 000 421,218 23.27% 1,315,279 (894,061) -67.98% Building Development Services
Fee Fund
14,112,000 14,112,000 7,231, 988 51.25% 4,996,562 2,235,426 44.74% TOTAL 17,234,000$ 17,234, 000$ 8,279,513$ 48.04% 6,909,974$ 1,369,539$ 19.82% Actual Actual $
Fund Adopted Am ended through Percentage through Change From Percent Description Budget Bu dget 10/31/2022 used 10/31/2021 Prior Year Change Housing Authority Fund 380,363$ 478, 326$ 65,411$ 13.67% 42,073$ 23,338$ 55.47% City Affordable Housing Fund 1,685,731 5,794, 313 (1,261,599) -21.77% 418,216 (1,679,815) -401.66% Housing Successor Fund 1,242,599 1,374, 178 2,543,318 185.08% 310,606 2,232,712 718.82% Housing and Urban Development 2,355,815 3,109, 523 743,924 23.92% 1,197,234 (453,310) -37.86% Building Development Services
Fee Fund
13,360,809 15,224,237 4,378, 702 28.76% 3,254,082 1,124,620 34.56% TOTAL 19,025,317$ 25,980, 577$ 6,469,756$ 24.90% 5,222,211$ 1,247,545$ 23.89%

PRIOR YEAR EXPENDITURE COMPARISON

CITY OF SANTA CLARA

SPECIAL REVENUE FUNDS

REVENUE AND EXPENDITURE - OVERVIEW AND COMPARISON BY FUND REVENUES - FISCAL YEAR 2022/23 PRIOR YEAR REVENUE COMPARISON EXPENDITURES - FISCAL YEAR 2022/23

12 City of Santa Clara
Financial Status Report as of October 31, 2022

Governmental Capital Improvement Funds
The table below lists the revenue for selected capital improvement funds. The amended budget reflects current year appropriations, prior year carryover, and budget amendments approved through October 2022. As of October 31, 2022, the capital fund revenue totaled $20.4 million. In the Parks and Recreation Capital Fund, $16.7 million has been collected; of that, $16.4 million is Mitigation Fee Act revenue.

REVENUES - FISCAL YEAR 2022/23
Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 10/31/2022 Used Parks & Recreation -$ 3,556,622$ 3,556,622$ 16,737,130$ 470.59% Streets & Highways 4,594,005 15,190,594 19,784,599 153,426 0.78% Storm Drain 1,454,000 - 1,454,000 482,863 33.21% Public Buildings - 100,000 100,000 - 0.00% Related Santa Clara Developer 2,908,317 - 2,908,317 611,591 21.03% Patrick Henry Drive
Infrastructure Improvement
Fund
69,205 - 69,205 - 0.00% Tasman East Specific
Infrastructure Improvement
Fund
2,413,605 - 2,413,605 2,419,501 100.24% TOTAL 11,439,132$ 18,847,216$ 30,286,348$ 20,404,511$ 67.37%

CITY OF SANTA CLARA

REVENUE - OVERVIEW AND COMPARISON BY SELECTED FUND

GOVERNMENTAL CAPITAL IMPROVEMENT FUNDS

The table below lists the total amended budgeted amounts for expenditures in the Capital Improvement Funds. Similar to the revenue table, the amended expenditure budgets consist of current year appropriations, prior year carryover encumbrance balances in Governmental Capital Improvement Funds, and budget amendments approved through October 2022. As of October 31, 2022, capital fund expenditures totaled $10.5 million, or 8% of the amended budget.

As part of the adoption of the FY 2022/23 and FY 2023/24 capital improvement program budget, some capital funds were carried over for projects that were not anticipated to be completed by June 30, 2022.

Necessary additional adjustments to the capital carryover amounts were included as part of the Budgetary Year-End Report for FY 2021/22 approved on December 6, 2022. These adjustments will be reflected in future Monthly Financial Reports.

The carryover of prior year budget amounts is necessary when services or projects are started but not completed at the end of the fiscal year. This is especially true for the Capital Improvement Program (CIP) that typically spans several years. The table below displays the expenditure budget for the General Government capital funds excluding transfers.

13 City of Santa Clara
Financial Status Report as of October 31, 2022

EXPENDITURES - FISCAL YEAR 2022/23
Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 10/31/2022 Used Parks & Recreation 4,670,520$ 22,437,801$ 27,108,321$ 712,507$ 2.63% Streets & Highways 15,200,469 59,970,079 75,170,548 6,225,727 8.28% Storm Drain 964,596 6,657,501 7,622,097 1,514,625 19.87% Fire 661,766 1,768,679 2,430,445 127,852 5.26% Library 281,831 297,590 579,421 25,063 4.33% Public Buildings 1,189,532 4,061,069 5,250,601 382,464 7.28% General Gov't - Other 2,000,970 7,453,526 9,454,496 641,763 6.79% Related Santa Clara Developer 2,908,317 598,382 3,506,699 822,289 23.45% Patrick Henry Drive
Infrastructure Improvement
Fund
69,205 - 69,205 18,140 26.21% Tasman East Specific
Infrastructure Improvement
Fund
3,221,395 - 3,221,395 8,045 0.25% TOTAL 31,168,601$ 103,244,627$ 134,413,228$ 10,478,475$ 7.80%

EXPENDITURE - OVERVIEW AND COMPARISON BY FUND

CITY OF SANTA CLARA

GOVERNMENTAL CAPITAL IMPROVEMENT FUNDS

14 City of Santa Clara
Financial Status Report as of October 31, 2022

Enterprise Funds
The table below is a summary of revenues and expenses for the Enterprise Operating Funds as of October 31, 2022. Overall, revenues and expenditures are tracking below budgeted levels.

Revenues and expenditures are tracking above last fiscal year levels. Expenditures are tracking higher in the Water Utility Fund and Water Recycling Fund as a result of higher spending in the resources category. In the Electric Utility Fund, there are higher expenditures in the salaries and benefits, miscellaneous services and supplies, and debt retirement categories, compared to last fiscal year.

Actual Actual $
Fund Adopted Am ended Through Percentage Through Change From Percent Description Budget Bu dget 10/31/2022 received 10/31/2021 Prior Year Change Electric Utility Fund 615,818,445$ 615, 818,445$ 175,310,083$ 28.47% 150,697,310$ 24,612,773$ 16.33% Water Utility Fund 48,358,520 48, 358,520 16,990,409 35.13% 15,719,466 1,270,943 8.09% Sewer Utility Fund 40,459,345 40, 459,345 12,833,326 31.72% 11,543,814 1,289,512 11.17% Cemetery Fund 600,000 600, 000 237,827 39.64% 247,710 (9,883) -3.99% Solid Waste Utility Fund 37,245,092 37, 245,092 10,097,835 27.11% 9,487,993 609,842 6.43% Water Recycling Fund 5,708,446 5, 708,446 2,312,612 40.51% 2,462,362 (149,750) -6.08% TOTAL REVENUE 748,189,848$ 748, 189,848$ 217,782,092$ 29.11% 190,158,655$ 27,623,437$ 14.53% Actual Actual $
Fund Adopted Am ended through Percentage through Change From Percent Description Budget Bu dget 10/31/2022 Used 10/31/2021 Prior Year Change Electric Utility Fund 603,681,580$ 607, 998,843$ 176,116,683$ 28.97% 156,232,789$ 19,883,894$ 12.73% Water Utility Fund 46,797,065 48, 478,478 14,591,317 30.10% 13,473,769 1,117,548 8.29% Sewer Utility Fund 30,825,023 31, 072,051 8,232,433 26.49% 8,094,110 138,323 1.71% Cemetery Fund 1,539,796 1, 545,944 486,851 31.49% 472,157 14,694 3.11% Solid Waste Utility Fund 36,626,118 40, 169,992 9,228,797 22.97% 8,610,060 618,737 7.19% Water Recycling Fund 5,729,413 5, 739,135 1,608,732 28.03% 1,390,407 218,325 15.70% TOTAL - Operating
Appropriations
725,198,995$ 735,004, 443$ 210,264,813$ 28.61% 188,273,292$ 21,991,521$ 11.68%

CITY OF SANTA CLARA

ENTERPRISE OPERATING FUNDS

REVENUES AND EXPENSES - OVERVIEW AND COMPARISON BY FUND REVENUES - FISCAL YEAR 2022/23 PRIOR YEAR REVENUE COMPARISON PRIOR YEAR EXPENSE COMPARISONEXPENSES - FISCAL YEAR 2022/23

Revenues in the electric (which also includes the Electric Debt Service Fund), water, and sewer utility (which also includes the Sewer Debt Service Fund) and water recycling funds are primarily from customer service charges. The activity levels for these customer service charges also impact the resource and production costs on the expenditure side for these funds. The lower the revenue from customer service charges, the lower the expenditures in the resource and production category.

15 City of Santa Clara
Financial Status Report as of October 31, 2022

A summary of revenue and expenses in the Enterprise Capital Improvement Funds are detailed in the tables below. Actual revenue through October 2022 totaled approximately $19.7 million, consisting primarily of developer contributions in the Electric Utility Fund and transfers from operating in the Sewer Utility Fund. Enterprise capital fund expenses totaled $16.7 million, or 6.0% of the amended budget.

Similar to the general government capital funds, capital funds were carried over into next fiscal year as part of the FY 2022/23 and FY 2023/24 budget adoption process for those projects that have not yet been completed. Adjustments to the capital carryover amounts based on actual year-end expenditures were approved as part of the Budgetary Year-End Report for FY 2021/22 on December 6, 2022 and will be reflected in future Monthly Financial Reports.

Actual
Fund Current Year Prior Year Total Amended Th rough Percentage Description Appropriation Carryforward Budget 10/31/ 2022 Used Electric Utility Fund 35,850,877$ 14,907, 345$ 50,758,222$ 12,295,751$ 24.22% Street Lighting (1)
- - - 23,455 N/A Sewer Utility Fund - - - 7,363,979 N/A Solid Waste Utility Fund 250,000 - 250, 000 1,200 0.48%

TOTAL - CIP
Appropriations
36,100,877$ 14,907,345$ 51, 008,222$ 19,684,385$ 38.59% Actual
Fund Current Year Prior Year Total Amended Th rough Percentage Description Appropriation Carryforward Budget 10/31/ 2022 Used Electric Utility Fund 99,874,226$ 118,664, 746$ 218,538,972$ 12,935,767$ 5.92% Street Lighting (1)
71,455 4,820, 273 4,891,728 36,819 0.75% Water Utility Fund 6,665,000 1,368, 212 8,033,212 745,983 9.29% Sewer Utility Fund 20,300,110 25,615, 224 45,915,334 2,849,379 6.21% Cemetery Fund 9,225 278,397 287,622 15,555 0 Solid Waste Utility Fund 743,000 148,520 891,520 100,830 11.31% Water Recycling Fund 50,000 - 50, 000 - - Convention Center
Capital Fund
- 2,622,854 2, 622,854 - -

TOTAL - CIP
Appropriations
127,713,015$ 153,518,227$ 281, 231,242$ 16,684,333$ 5.93% EXPENSES - FISCAL YEAR 2022/23
REVENUES - FISCAL YEAR 2022/23

REVENUE - OVERVIEW AND COMPARISON BY SELECTED FUND

ENTERPRISE CAPITAL IMPROVEMENT FUNDS

CITY OF SANTA CLARA

CITY OF SANTA CLARA

ENTERPRISE CAPITAL IMPROVEMENT FUNDS

EXPENDITURE - OVERVIEW AND COMPARISON BY FUND

(1) Street Lighting fund is part of Electric Capital Improvement Funds

16 City of Santa Clara
Financial Status Report as of October 31, 2022

Fund Reserves
By policy, City Council established the City’s General Contingency Reserve, under which reserves for Budget Stabilization and Capital Projects were established. • Bud get Stabilization Reserve is set aside for weathering economic downturns, emergency financial crisis, or disaster situations. The reserve target is equal to the expenditures of the City’s General Fund operations for three months (90-day or 25% General Fund Adopted Operating Budget). In FY 2022/23, the City Council approved an exception to the policy to allow the Reserve to drop below the 25% level.
• Capital Projects Reserve earmarks funds for the Capital Improvement Program.

Other General Reserves and Enterprise Fund Reserves included in this report are highlighted as follows:
• Technology Fee Reserve is set aside to update and/or replace the City’s aging technology and to ensure internal controls are in compliance with current business standard and legal requirements.
• L and Sale Reserve is net proceeds from the sale of City-owned land, with interest earned on these funds available to be appropriated for General Fund operating expenditures. This reserve is available for appropriation by City Council action.
• The Electric Utility Rate Stabilization Reserve and Operations and Maintenance Reserve ensure sufficient operating cash is available to cover day-to-day expenses, address unforeseen cost increases or revenue shortfalls, and ensure debt service coverage. • The Replacement and Improvement Reserve in the Water and Sewer Utility Funds is for future capital improvement.

The tab l e below summarizes select reserve balances.

17 City of Santa Clara
Financial Status Report as of October 31, 2022

DETAIL OF SELECTED FUND RESERVE BALANCES:

GENERAL

FUND ELECTRIC WATER
Budget Stabilization Reserve 39,701,399$
Capital Projects Reserve 5,364,822
Land Sale Reserve 9,331,023
Technology Fee Reserve 2,353,804
Electric Rate Stabilization Fund Reserve 44,898,011$
Electric Operations and Maintenance Reserve 112,838,357 Replacement & Improvement 303,090$
TOTALS 56,751,048$ 157,736,368$ 303,090$

CITY OF SANTA CLARA

RESERVE BALANCES
October 31, 2022

18 City of Santa Clara
Financial Status Report as of October 31, 2022

Long-Term Interfund Advances
The funds below have made advances/loans which are not expected to be repaid within the next year.

The balances reflected in the table are through October 2022. The loan from the General Fund to Parks and Recreation Facilities reflects proceeds from the Land Sale Reserve for the purchase of property at the Reed and Grant Sports Park. This loan is anticipated to be repaid by 25% of future Mitigation Fee Act revenue until the loan is paid in full.

DETAIL OF LONG TERM INTERFUND ADVANCE BALANCES:

Fund Receiving Advance/Loan
Fund Making
Advance/Loan Type
Amount of
Advance/
Commitment
Parks and Recreation Facilities General Fund Loan 5,539,540 TO
TALS 5,539,540$
Donations to the City of Santa Clara
Donations received by department during the month of October 2022 and for fiscal year 2022/23 are shown in the table below.

Department Oct-22
Fiscal Year
2022/23
Year To Date Designated Use
City Manager's Office -$ 50$ Help Your Neighbor Parks & Recreation - 99 C ase Management Parks & Recreation 25 1,250 Roberta Jones Jr. Theatre
Parks & Recreation 0 30,600 Wade Brummal
TOTALS 25$ 31,999$

_____________________________________________________________________

MONTHLY INVESTMENT REPORT

October 2022

City of
Santa Clara
The Center of What 's Possible
City of Santa Clara
Monthly Investment Report

TABLE OF CONTENTS
Page #
1 Summary of Investment Portfolio 1
2 Summary of Investments 3
3 Investment Maturity Distribution Schedule 4
4 Attachment A: Investment Inventory With Market Value 5 1 CITY OF SANTA CLARA

SUMMARY OF INVESTMENT PORTFOLIO

All securities held by the City of Santa Clara as of October 31, 2022 were in compliance with the City's Investment Policy Statement regarding current market strategy and long-term goals and objectives. All securities held are rated A or higher by two nationa lly recognized rating agencies. There is adequate cash flow and maturity of investments to meet the City’s needs for the next six months.

The following table provides the breakdown of the total portfolio among the City, the Sports and Open Space Authority (SOSA), and the Housing Authority (HA) as of October 31, 2022.

On October 31, 2022 the cost value and market value of the City's unrestricted pooled investment portfolio were $859,187,582 and $812,303,974 respectively.

Investment Strategy and Market Update
The City's investment strategy for October 2022 was to invest funds not required to meet current obligations, in securities listed in the prevailing Investment Policy Statement, with maturities not to exceed five years from date of purchase. This strategy ensures safety of the City’s funds, provides liquidity to meet the City’s cash needs, and earns a reasonable portfolio return.

On July 14, 2020, City Council approved entering into a contra ct with PFM Asset Management LLC (“PFM”) for the management of the City’s investment portfolio. The City has leveraged PFM’s extensive investment management experience and dedicated credit and risk management personnel to further diversify the portfolio and enhance returns. PFM began actively managing the City’s securities portfolio on September 1, 2020.

As of October 31, 2022, 42.52% of the City’s portfolio consists of U.S. Treasury Notes, 21.33% consists of Federal Agencies,

19.91% consists of investment grade Corporate Notes, 8.17% c onsists of Local Agency Investment Fund (LAIF), 2.13% consists of investment grade Supranational Obligations, 2.12% consists of Negotiable Certificates of Deposit, 1.75% consists of Californ ia Asset Management Program (CAMP), 1.34% consists of investment grade Asset-Back Securities, and 0.48% consists of investment grade Municipal Bonds. In addition, City bond proceeds are invested in separate funds and are not included in the calculation of the City’s portfolio yield.

The City’s portfolio yield, including LAIF, CAMP, and money market accounts, was 1.64% and the average maturity of the City’s portfolio was 2.03 years.

COST VALUE PERCENTAGE
City $854,969,286 99.51%
SOSA 2,729 0.00%
HA 4,215,567 0.49% Unrestricted $859,187,582 100.00%
Restricted Bond Proceeds 2,165,980
Total Investments $861,353,562
2 The City’s securities portfolio compared to the Benchmark ICE BaML 1-5 US Treasury Index as of October 31, 2022 was as follows:

Description
Average Maturity
(Years)
Yield to Maturity
(At Cost) 1
Santa Clara Portfolio 2.24 1.62%
1-5 US Treasury 2.59 1.43%

1. Yield to Maturity at Cost: The expected rate of return based on the original cost, annual interest receipts, maturity value, and the time period from purchase date to maturity, stated as a percentage on an annualized basis.

CITY OF SANTA CLARA
SUMMARY OF INVESTMENTS OCTOBER 31, 2022
PER
COST % OF INVESTMENT

INVESTMENT TYPE VALUE PORTFOLIO POLICY
U.S. Treasury Notes 366,258,598 42.52% No Limit Federal Agency Notes 183,754,337 21.33% 80%
Corporate Notes 171,517,009 19.91% 25%
Municipal Bonds 4,145,000 0.48% 20%
Supranational Obligations 18,376,628 2.13% 20% Asset-Backed Securities 11,553,044 1.34% 10% Negotiable Certificates of Deposit 18,270,000 2.12% 30% Money Market Fund 30,311 0.00% 10% Per Fund Local Agency Investment Fund (LAIF) 70,258,380 8.17% $75 M California Asset Management Program (CAMP) 15,024,275 1.75% No Limit Mutual Fund - Traffic Mitigation Bond Proceeds 2,165,980 0.25% 10% Per Fund TOTAL INVESTMENTS 861,353,562$ 100.00%
U.S. Treasury Notes

42.52%
Federal Agency Notes

21.33%
Corporate Notes

19.91%
Municipal Bonds

0.48%
Supranational Obligations

2.13%
Asset‐Backed Securities

1.34%
Negotiable Certificates of Deposit

2.12%
Money Market Fund

0.00%
Local Agency Investment Fund
(LAIF)

8.17%
California Asset Management
Program (CAMP)

1.75% Mutual Fund ‐ Traffic
Mitigation Bond Proceeds

0.25%
3 CITY OF SANTA CLARA

INVESTMENT MATURITY DISTRIBUTION
AS OF OCTOBER 31, 2022

UNRESTRICTED POOLED PORTFOLIO

MATURITY
(IN MONTHS) COST VALUE
DEMAND 85,312,967$ (a) 3 9.93%
0 TO 6 18,319,817 2 2.13%
7 TO 12 108,965,107 20 12.68%
13 TO 18 132,766,240 25 15.45%
19 TO 24 88,446,281 15 10.29%
25 TO 30 115,646,602 20 13.46%
31 TO 36 87,812,273 16 10.22%
37 TO 42 90,240,332 20 10.50%
43 TO 48 35,163,501 7 4.09%
49 TO 54 64,019,852 13 7.46%
55 TO 60 32,494,610 5 3.79%
TOTAL 859,187,582$ 146 100.00%
Average Maturity of Unrestricted Pool: 2.03 Years
(a) $20 million is earmarked for the City's Electric Utility power-trading.

NUMBER OF

INVESTMENTS DISTRIBUTION
0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
22%
24%

INVESTMENT MATURITY DISTRIBUTION

UNRESTRICTED POOLED PORTFOLIO
AS OF OCTOBER 31, 2022
Maturity (Months)
Distribution Percentage
4 City of Santa Clara Monthly Report
10/31/2022
Description Issue Date Coupon  Rate Maturity  Date CUSIP Par Value S&P  Rating Settle  Date Cost  Value YTM  at Cost Market  Value Unrealized  G/L UNITED STATES TREASURY 5/31/2016 1.625% 5/31/2023 912828R69 3, 815,000.00 AA+ 7/16/2018 3,618,289.06 2.76% 3,751,213.20 132,924.14 UNITED STATES TREASURY 7/2/2018 2.625% 6/30/2023 9128284U1 5,030, 000.00 AA+ 8/26/2021 5,252,616.80 0.22% 4,970,646.00 -281,970.80 UNITED STATES TREASURY 6/30/2016 1.375% 6/30/2023 912828S35 20,000, 000.00 AA+ 1/17/2019 20,053,710.95 1.31% 19,584,400.00 -469,310.95 UNITED STATES TREASURY 7/31/2018 2.750% 7/31/2023 912828Y61 10,000, 000.00 AA+ 9/18/2018 9,918,710.94 2.93% 9,869,900.00 -48,810.94 UNITED STATES TREASURY 8/31/2016 1.375% 8/31/2023 9128282D1 5, 000,000.00 AA+ 9/12/2018 4,657,031.25 2.87% 4,866,600.00 209,568.75 UNITED STATES TREASURY 9/30/2016 1.375% 9/30/2023 912828T26 7, 500,000.00 AA+ 11/13/2018 6,947,167.97 3.01% 7,286,400.00 339,232.03 UNITED STATES TREASURY 10/15/2020 0.125% 10/15/2023 91282CAP6 5,260, 000.00 AA+ 3/26/2021 5,248,288.28 0.21% 5,037,659.80 -210,628.48 UNITED STATES TREASURY 10/31/2016 1.625% 10/31/2023 912828T91 5, 000,000.00 AA+ 1/25/2019 4,787,695.31 2.58% 4,852,750.00 65,054.69 UNITED STATES TREASURY 11/30/2018 2.875% 11/30/2023 9128285P1 9,745, 000.00 AA+ 6/23/2021 10,349,875.20 0.32% 9,563,450.65 -786,424.55 UNITED STATES TREASURY 11/30/2016 2.125% 11/30/2023 912828U57 10,000, 000.00 AA+ 2/28/2019 10,251,562.50 1.57% 9,737,900.00 -513,662.50 UNITED STATES TREASURY 1/3/2017 2.250% 12/31/2023 912828V23 5,000, 000.00 AA+ 3/13/2019 4,957,812.50 2.44% 4,864,850.00 -92,962.50 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 5,000, 000.00 AA+ 3/26/2021 4,981,445.31 0.26% 4,735,350.00 -246,095.31 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 2,510, 000.00 AA+ 3/31/2021 2,497,744.14 0.30% 2,377,145.70 -120,598.44 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 11,000, 000.00 AA+ 6/11/2021 10,972,500.00 0.22% 10,417,770.00 -554,730.00 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 5,525, 000.00 AA+ 7/14/2021 5,497,375.00 0.33% 5,232,561.75 -264,813.25 UNITED STATES TREASURY 1/31/2019 2.500% 1/31/2024 9128285Z9 5,000, 000.00 AA+ 4/14/2020 5,407,421.88 0.34% 4,870,300.00 -537,121.88 UNITED STATES TREASURY 2/28/2017 2.125% 2/29/2024 912828W48 1,625, 000.00 AA+ 4/15/2021 1,637,941.42 0.31% 1,572,447.50 -65,493.92 UNITED STATES TREASURY 4/15/2021 0.375% 4/15/2024 91282CBV2 5,415, 000.00 AA+ 10/15/2021 5,397,443.55 0.51% 5,090,749.80 -306,693.75 UNITED STATES TREASURY 4/30/2019 2.250% 4/30/2024 9128286R6 3,825, 000.00 AA+ 3/25/2022 3,827,838.87 2.21% 3,692,463.75 -135,375.12 UNITED STATES TREASURY 5/1/2017 2.000% 4/30/2024 912828X70 5,000, 000.00 AA+ 5/16/2019 4,952,734.38 2.20% 4,808,400.00 -144,334.38 UNITED STATES TREASURY 5/15/2014 2.500% 5/15/2024 912828WJ5 6,050, 000.00 AA+ 8/16/2019 6,332,174.65 1.48% 5,856,702.50 -475,472.15 UNITED STATES TREASURY 6/30/2019 1.750% 6/30/2024 9128286Z8 7,250, 000.00 AA+ 12/12/2019 7,253,398.44 1.74% 6,918,965.00 -334,433.44 UNITED STATES TREASURY 6/30/2017 2.000% 6/30/2024 912828XX3 5,000, 000.00 AA+ 8/29/2019 5,136,328.13 1.41% 4,791,200.00 -345,128.13 UNITED STATES TREASURY 7/15/2021 0.375% 7/15/2024 91282CCL3 5, 250,000.00 AA+ 9/10/2021 5,246,718.75 0.40% 4,889,482.50 -357,236.25 UNITED STATES TREASURY 7/31/2017 2.125% 7/31/2024 9128282N9 5,000, 000.00 AA+ 9/10/2019 5,133,315.75 1.56% 4,792,400.00 -340,915.75 UNITED STATES TREASURY 8/31/2017 1.875% 8/31/2024 9128282U3 2,985, 000.00 AA+ 3/10/2020 3,149,640.66 0.62% 2,843,331.90 -306,308.76 UNITED STATES TREASURY 8/31/2019 1.250% 8/31/2024 912828YE4 4,750, 000.00 AA+ 1/5/2021 4,928,867.19 0.21% 4,474,642.50 -454,224.69 UNITED STATES TREASURY 10/31/2017 2.250% 10/31/2024 9128283D0 10,000, 000.00 AA+ 11/18/2019 10,290,625.00 1.64% 9,573,100.00 -717,525.00 UNITED STATES TREASURY 11/30/2017 2.125% 11/30/2024 9128283J7 5,000, 000.00 AA+ 1/6/2020 5,118,945.31 1.62% 4,761,700.00 -357,245.31 UNITED STATES TREASURY 1/2/2018 2.250% 12/31/2024 9128283P3 10,000, 000.00 AA+ 1/7/2020 10,300,781.25 1.62% 9,538,700.00 -762,081.25 UNITED STATES TREASURY 1/15/2022 1.125% 1/15/2025 91282CDS7 2, 095,000.00 AA+ 4/12/2022 2,007,026.37 2.71% 1,947,616.75 -59,409.62 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 5,000, 000.00 AA+ 4/22/2020 5,238,671.88 0.37% 4,673,850.00 -564,821.88 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 1,950, 000.00 AA+ 5/7/2021 2,013,146.48 0.50% 1,822,801.50 -190,344.98 UNITED STATES TREASURY 2/28/2018 2.750% 2/28/2025 9128283Z1 6,200, 000.00 AA+ 3/6/2020 6,850,757.82 0.61% 5,965,330.00 -885,427.82 UNITED STATES TREASURY 8/31/2020 0.250% 8/31/2025 91282CAJ0 4, 120,000.00 AA+ 8/2/2021 4,075,581.25 0.52% 3,664,698.80 -410,882.45 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5, 400,000.00 AA+ 10/7/2021 5,285,882.83 0.78% 4,772,034.00 -513,848.83 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5, 510,000.00 AA+ 6/7/2022 5,024,216.02 3.00% 4,869,242.10 -154,973.92 UNITED STATES TREASURY 11/30/2020 0.375% 11/30/2025 91282CAZ4 4, 450,000.00 AA+ 11/4/2021 4,327,625.00 1.07% 3,934,601.00 -393,024.00 UNITED STATES TREASURY 12/31/2020 0.375% 12/31/2025 91282CBC4 3, 820,000.00 AA+ 5/3/2021 3,751,956.25 0.76% 3,369,660.20 -382,296.05 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8, 025,000.00 AA+ 11/30/2021 7,817,478.52 1.01% 7,049,481.00 -767,997.52 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 4, 050,000.00 AA+ 1/6/2022 3,906,351.56 1.27% 3,557,681.99 -348,669.57 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 7, 735,000.00 AA+ 2/25/2022 7,305,949.22 1.84% 6,794,733.40 -511,215.82 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8, 710,000.00 AA+ 5/3/2022 7,905,345.70 3.00% 7,651,212.41 -254,133.29 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 3, 575,000.00 AA+ 8/31/2021 3,574,577.43 0.70% 3,144,176.75 -430,400.68 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 5, 175,000.00 AA+ 12/7/2021 5,035,517.58 1.15% 4,551,360.75 -484,156.83 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 5, 860,000.00 AA+ 3/21/2022 5,520,989.84 2.20% 5,157,034.40 -363,955.44 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 9, 250,000.00 AA+ 6/8/2022 8,477,480.47 2.99% 8,140,370.00 -337,110.47 11/9/2022 4:48 PM 1 of 4
Attachment A
City of Santa Clara Monthly Report
10/31/2022
Description Issue Date Coupon  Rate Maturity  Date CUSIP Par Value S&P  Rating Settle  Date Cost  Value YTM  at Cost Market  Value Unrealized  G/L UNITED STATES TREASURY 8/15/2016 1.500% 8/15/2026 9128282A7 5,350, 000.00 AA+ 8/15/2022 5,033,388.67 3.08% 4,814,572.00 -218,816.67 UNITED STATES TREASURY 9/30/2021 0.875% 9/30/2026 91282CCZ2 8, 500,000.00 AA+ 4/5/2022 7,878,769.53 2.61% 7,442,175.00 -436,594.53 UNITED STATES TREASURY 10/31/2021 1.125% 10/31/2026 91282CDG3 5, 700,000.00 AA+ 8/8/2022 5,267,601.56 3.05% 5,028,483.00 -239,118.56 UNITED STATES TREASURY 11/15/2016 2.000% 11/15/2026 912828U24 8,840, 000.00 AA+ 6/8/2022 8,472,242.19 3.01% 8,073,395.20 -398,846.99 UNITED STATES TREASURY 12/31/2021 1.250% 12/31/2026 91282CDQ1 5, 340,000.00 AA+ 4/14/2022 5,000,617.97 2.69% 4,717,569.60 -283,048.37 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 2,100, 000.00 AA+ 4/20/2022 2,040,691.41 2.88% 1,930,026.00 -110,665.41 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 5,400, 000.00 AA+ 6/13/2022 5,159,109.38 3.29% 4,962,924.00 -196,185.38 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 7,910, 000.00 AA+ 7/7/2022 7,705,452.34 2.85% 7,269,764.60 -435,687.74 UNITED STATES TREASURY 4/30/2020 0.500% 4/30/2027 912828ZN3 7,000, 000.00 AA+ 8/3/2022 6,262,812.50 2.89% 5,924,870.00 -337,942.50 UNITED STATES TREASURY 5/15/2017 2.375% 5/15/2027 912828X88 5,400, 000.00 AA+ 8/8/2022 5,248,546.88 3.01% 4,972,428.00 -276,118.88 UNITED STATES TREASURY 6/30/2020 0.500% 6/30/2027 912828ZV5 5,675, 000.00 AA+ 8/15/2022 5,034,789.06 3.00% 4,775,626.00 -259,163.06 UNITED STATES TREASURY 7/31/2022 2.750% 7/31/2027 91282CFB2 10, 800,000.00 AA+ 9/14/2022 10,392,046.88 3.60% 10,095,516.00 -296,530.88 UNITED STATES TREASURY 8/15/2017 2.250% 8/15/2027 9128282R0 11,115, 000.00 AA+ 9/6/2022 10,537,975.20 3.40% 10,144,215.90 -393,759.30 U.S. Treasury Bond / Note Subtotal 372,590,000.00 366,258,598.23 346,840,632.90 -19,417,965.33 FANNIE MAE 11/25/2020 0.250% 11/27/2023 3135G06H1 4,950,000. 00 AA+ 11/25/2020 4,944,357.00 0.29% 4,721,805.00 -222,552.00 FANNIE MAE 11/25/2020 0.250% 11/27/2023 3135G06H1 5,225,000. 00 AA+ 1/22/2021 5,230,799.75 0.21% 4,984,127.50 -246,672.25 FANNIE MAE 7/8/2019 1.750% 7/2/2024 3135G0V75 15,000,000.00 AA+ 12/18/2019 15,566,089.75 0.90% 14,320,050.00 -1,246,039.75 FANNIE MAE 1/10/2020 1.625% 1/7/2025 3135G0X24 7,500,000. 00 AA+ 1/22/2020 7,499,025.00 1.63% 7,050,150.00 -448,875.00 FANNIE MAE 4/24/2020 0.625% 4/22/2025 3135G03U5 10,000,000. 00 AA+ 5/7/2020 10,050,600.00 0.52% 9,078,600.00 -972,000.00 FANNIE MAE 11/12/2020 0.500% 11/7/2025 3135G06G3 1,860,000. 00 AA+ 12/29/2020 1,864,929.00 0.44% 1,652,758.80 -212,170.20 FNMA Medium Term Note Subtotal 44,535,000.00 45,155,800.50 41,807,491.30 -3,348,309.20 FEDERAL FARM CREDIT BANKS 6/19/2018 2.890% 6/19/2023 3133EJSD2 5,000,000.00 AA+ 11/28/2018 4,980,250.00 2.98% 4,941,200.00 -39,050.00 FEDERAL FARM CREDIT BANKS 1/17/2020 1.600% 7/17/2023 3133ELHZ0 5,000,000.00 AA+ 1/16/2020 4,998,200.00 1.61% 4,891,250.00 -106,950.00 FEDERAL FARM CREDIT BANKS 8/14/2018 2.900% 8/14/2023 3133EJWV7 5,000,000.00 AA+ 9/17/2018 4,977,050.00 3.00% 4,927,400.00 -49,650.00 FEDERAL FARM CREDIT BANKS 10/2/2018 3.050% 10/2/2023 3133EJD48 7,575,000.00 AA+ 11/27/2018 7,583,620.35 3.02% 7,455,618.00 -128,002.35 FEDERAL FARM CREDIT BANKS 11/1/2017 2.200% 11/1/2023 3133EHN25 2 ,965,000.00 AA+ 6/26/2019 3,006,094.90 1.87% 2,894,017.90 -112,077.00 FEDERAL FARM CREDIT BANKS 2/27/2019 2.610% 2/27/2024 3133EKBW5 5,000,000.00 AA+ 3/20/2019 5,033,150.00 2.47% 4,865,700.00 -167,450.00 FEDERAL FARM CREDIT BANKS 4/22/2019 2.450% 7/22/2024 3133EKHV1 5,000,000.00 AA+ 9/4/2019 5,250,650.00 1.38% 4,829,500.00 -421,150.00 FEDERAL FARM CREDIT BANKS 11/1/2019 1.650% 11/1/2024 3133EK4Y9 5,000,000.00 AA+ 11/8/2019 4,962,850.00 1.81% 4,727,100.00 -235,750.00 FEDERAL FARM CREDIT BANKS 1/23/2020 1.650% 1/23/2025 3133ELJM7 7,320,000.00 AA+ 5/18/2020 7,689,367.20 0.56% 6,859,279.20 -830,088.00 FEDERAL FARM CREDIT BANKS 5/14/2020 0.500% 5/14/2025 3133ELZM9 10,000,000.00 AA+ 5/15/2020 9,982,800.00 0.53% 9,043,500.00 -939,300.00 FEDERAL FARM CREDIT BANKS 6/9/2020 0.500% 6/9/2025 3133ELH23 10,000,000.00 AA+ 6/12/2020 9,997,540.00 0.50% 9,025,700.00 -971,840.00 FFCB Medium Term Note Subtotal 67,860,000.00 68,461,572.45 64,460,265.10 -4,001,307.35 FEDERAL FARM CREDIT BANKS 7/2/2020 0.500% 7/2/2025 3133ELR71 10,000,000.00 AA+ 7/14/2020 10,017,640.00 0.46% 8,991,500.00 -1,026,140.00 FFCB Coupon Note Subtotal 10,000,000.00 10,017,640.00 8,991,500.00 -1,026,140.00 FEDERAL HOME LOAN BANKS 10/17/2014 2.375% 9/8/2023 3130A3DL5 5,000,000.00 AA+ 9/5/2019 5,164,135.00 1.53% 4,905,150.00 -258,985.00 FEDERAL HOME LOAN BANKS 12/9/2013 3.375% 12/8/2023 3130A0F70 5,000,000.00 AA+ 1/8/2019 5,147,870.00 2.73% 4,923,250.00 -224,620.00 FEDERAL HOME LOAN BANKS 1/16/2015 2.250% 12/8/2023 3130A3VC5 5,000,000.00 AA+ 3/12/2020 5,282,425.00 0.72% 4,863,750.00 -418,675.00 FEDERAL HOME LOAN BANKS 5/8/2014 2.875% 6/14/2024 3130A1XJ2 5,000,000.00 AA+ 11/20/2019 5,270,205.00 1.64% 4,854,700.00 -415,505.00 FEDERAL HOME LOAN BANKS 11/6/2014 2.750% 12/13/2024 3130A3GE8 5,000,000.00 AA+ 3/12/2020 5,461,300.00 0.77% 4,808,650.00 -652,650.00 FHLB Medium Term Note Subtotal 25,000,000.00 26,325,935.00 24,355,500.00 -1,970,435.00 11/9/2022 4:48 PM 2 of 4
Attachment A
City of Santa Clara Monthly Report
10/31/2022
Description Issue Date Coupon  Rate Maturity  Date CUSIP Par Value S&P  Rating Settle  Date Cost  Value YTM  at Cost Market  Value Unrealized  G/L FREDDIE MAC 5/7/2020 0.375% 5/5/2023 3137EAER6 5,000,000. 00 AA+ 5/8/2020 5,014,545.00 0.28% 4,893,300.00 -121,245.00 FREDDIE MAC 9/4/2020 0.250% 9/8/2023 3137EAEW5 1,640,000. 00 AA+ 9/4/2020 1,640,761.21 0.24% 1,577,975.20 -62,786.01 FREDDIE MAC 9/4/2020 0.250% 9/8/2023 3137EAEW5 4,295,000. 00 AA+ 9/4/2020 4,293,582.65 0.26% 4,132,563.10 -161,019.55 FREDDIE MAC 10/16/2020 0.125% 10/16/2023 3137EAEY1 3,270,000. 00 AA+ 10/16/2020 3,257,802.90 0.25% 3,128,310.90 -129,492.00 FREDDIE MAC 2/14/2020 1.500% 2/12/2025 3137EAEP0 5,000,000.00 AA+ 5/20/2020 5,226,960.00 0.53% 4,677,050.00 -549,910.00 FREDDIE MAC 8/30/2022 4.050% 8/28/2025 3134GXS54 5,000,000. 00 AA+ 8/30/2022 4,998,000.00 4.06% 4,923,800.00 -74,200.00 FREDDIE MAC 9/25/2020 0.375% 9/23/2025 3137EAEX3 9,390,000.00 AA+ 9/25/2020 9,361,736.10 0.44% 8,353,813.50 -1,007,922.60 FHLMC Medium Term Note Subtotal 33,595,000.00 33,793,387.86 31,686,812.70 -2,106,575.16

INTER-AMERICAN
DEVELOPMENT BANK 9/23/2021 0.500% 9/23/2024 4581X0DZ8 11,065,000.00 AAA 9/23/2021 11,056,811.90 0.52% 10,247,960.40 -808,851.50

INTL BANK OF
RECONSTRUCTION AND DEV 4/20/2021 0.125% 4/20/2023 459058JV6 7,335,000.00 AAA 4/20/2021 7,319,816.55 0.23% 7,185,952.80 -133,863.75 Supranational Subtotal 18,400,000.00 18,376,628.45 17,433,913.20 -942,715.25

CALIFORNIA EARTHQUAKE
AUTHORITY 11/24/2020 1.477% 7/1/2023 13017HAK2 1,430,000.00 NR 11/ 24/2020 1,430,000.00 1.48% 1,393,120.30 -36,879.70

LOS ANGELES COMMUNITY
COLLEGE DISTRICT C 11/10/2020 0.773% 8/1/2025 54438CYK2 2,715,000.00 AA+ 11/10/2020 2,715,000.00 0.77% 2,430,006.45 -284,993.55 Municipals Subtotal 4,145,000.00 4,145,000.00 3,823,126.75 -321,873.25 3M COMPANY 9/14/2018 3.250% 2/14/2024 88579YBB6 5,000,000. 00 A+ 11/29/2021 5,241,250.00 1.03% 4,888,250.00 -353,000.00 3M COMPANY 3/27/2020 2.650% 4/15/2025 88579YBM2 2,560,000. 00 A+ 4/25/2022 2,511,616.00 3.32% 2,411,980.80 -99,635.20 ADOBE INC 1/26/2015 3.250% 2/1/2025 00724FAC5 4,000,000.00 A+ 1/26/2022 4,183, 680.00 1.68% 3,868,080.00 -315,600.00 ALPHABET INC 4/27/2016 3.375% 2/25/2024 02079KAB3 5,330,000. 00 AA+ 11/23/2021 5,642,444.60 0.75% 5,247,704.80 -394,739.80 AMAZON.COM INC 5/12/2021 0.450% 5/12/2024 023135BW5 245, 000.00 AA 5/12/2021 302,801.19 0.50% 229,753.65 -73,047.54 AMAZON.COM INC 5/12/2021 0.450% 5/12/2024 023135BW5 4,000,000.00 AA 3/14/2022 3,874,280.00 1.94% 3,751,080.00 -123,200.00 AMAZON.COM INC 4/13/2022 3.300% 4/ 13/2027 023135CF1 6,715,000.00 AA 4/25/2022 6, 672,964.10 3.44% 6,302,833.30 -370,130.80 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/9/2021 5,340,100.00 0.94% 4,797,700.00 -542,400.00 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/29/2021 5,355,200.00 0.84% 4,797,700.00 -557,500.00 BANK OF AMERICA 7/23/2013 4.100% 7/ 24/2023 06053FAA7 4,070,000.00 A- 9/15/2020 4,482,494.50 0.52% 4,054,127.00 -428,367.50 BANK OF AMERICA CORP 3/22/2022 3.384% 4/2/2026 06051GKM0 5,000,000.00 A- 3/22/2022 5,005,100.00 3.36% 4,697,200.00 -307,900.00 BANK OF AMERICA CORP 4/22/2021 1.734% 7/22/2027 06051GJS9 1, 420,000.00 A- 8/10/2022 1,281,251.80 3.92% 1,214,298.80 -66,953.00 BANK OF NY MELLON CORP 1/28/2021 0.750% 1/28/2026 06406RAQ0 9, 000,000.00 A 2/10/2021 9,025,920.00 0.69% 7,848,090.00 -1,177,830.00 BLACKROCK INC 3/28/2017 3.200% 3/15/ 2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,085,352.00 3.50% 3,865,766.40 -219,585.60 BLACKROCK INC 3/28/2017 3.200% 3/15/ 2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,086,055.80 3.50% 3,865,766.40 -220,289.40 BRISTOL-MYERS SQUIBB CO 11/13/2020 0.750% 11/13/2025 110122DN5 5, 725,000.00 A+ 6/30/2021 5,672,673.50 0.96% 5,056,835.25 -615,838.25

CATERPILLAR FINANCIAL SERVI
C 1/10/2022 0.950% 1/10/2024 14913R2S5 2,535,000.00 A 1/10/2022 2,534,594.40 0.96% 2,420,113.80 -114,480.60 CATERPILLAR FINANCIAL SERVIC 1/10/2022 0.950% 1/10/2024 14913R2S5 3,100,000.00 A 3/14/2022 3,045,409.00 1.94% 2,959,508.00 -85,901.00 ELI LILLY & CO 3/5/2015 2.750% 6/1/2025 532457BH0 5,415,000. 00 A+ 2/10/2022 5,559,255.60 1.91% 5,159,466.15 -399,789.45 HERSHEY COMPANY 8/21/2015 3.200% 8/21/2025 427866AU2 3,000, 000.00 A 3/30/2022 3,014,040.00 3.05% 2,874,870.00 -139,170.00 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 5,000,000.00 A 9/8/2021 5,097,900.00 0.82% 4,586,350.00 -511,550.00 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 2,255,000.00 A 3/22/2022 2,181,960.55 2.41% 2,068,443.85 -113,516.70 JOHN DEERE CAPITAL CORP 6/17/2021 1.050% 6/17/2026 24422EVR7 5 ,000,000.00 A 12/8/2021 4,908,600.00 1.47% 4,358,250.00 -550,350.00 JOHNSON & JOHNSON 8/25/2020 0.550% 9/1/2025 478160CN2 5,000,000.00 AAA 9/3/2020 5,023,550.00 0.45% 4,460,000.00 -563,550.00 JPMORGAN CHASE & CO 9/16/2020 0.653% 9/16/2024 46647PBS4 2,675, 000.00 A- 9/16/2020 2,675,000.00 0.65% 2,553,608.50 -121,391.50 JPMORGAN CHASE & CO 8/10/2021 0.768% 8/9/2025 46647PCM6 2,340,000.00 A- 8/10/2021 2,340,000.00 0.77% 2,135,460.60 -204,539.40 11/9/2022 4:48 PM 3 of 4
Attachment A
City of Santa Clara Monthly Report
10/31/2022
Description Issue Date Coupon  Rate Maturity  Date CUSIP Par Value S&P  Rating Settle  Date Cost  Value YTM  at Cost Market  Value Unrealized  G/L JPMORGAN CHASE & CO 3/13/2020 2.005% 3/13/2026 46647PBH8 2, 800,000.00 A- 3/22/2022 2,712,500.00 2.84% 2,553,124.00 -159,376.00 JPMORGAN CHASE & CO 4/22/2021 1.578% 4/22/2027 46647PCB0 4, 100,000.00 A- 8/10/2022 3,710,746.00 3.80% 3,526,205.00 -184,541.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000, 000.00 A+ 3/9/2021 5,213,450.00 0.91% 4,695,700.00 -517,750.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000, 000.00 A+ 3/10/2022 4,990,800.00 2.06% 4,695,700.00 -295,100.00 MERCK & CO INC 3/7/2019 2.900% 3/7/2024 58933YAU9 5,375, 000.00 A+ 11/23/2021 5,623,916.25 0.85% 5,238,475.00 -385,441.25 MICROSOFT CORP 2/6/2017 2.875% 2/6/2024 594918BX1 5,000,000. 00 AAA 11/29/2021 5,202,600.00 1.00% 4,889,700.00 -312,900.00 MICROSOFT CORP 2/12/2015 2.700% 2/12/2025 594918BB9 5,000,000. 00 AAA 3/9/2021 5,341,700.00 0.92% 4,801,150.00 -540,550.00 QUALCOMM INC 5/20/2015 3.450% 5/20/2025 747525AF0 5,850,000. 00 A 5/19/2022 5,860,588.50 3.39% 5,643,904.50 -216,684.00 STATE STREET BANK & TR 2/7/2022 1.746% 2/6/2026 857477BR3 1,115,000.00 A 2/7/2022 1,115,000.00 1.75% 1,029,256.50 -85,743.50 STATE STREET BANK & TR 10/29/2020 2.901% 3/30/2026 857477BM4 4, 250,000.00 A 3/14/2022 4,275,372.50 2.74% 3,993,895.00 -281,477.50 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 990,000.00 A 1/24/2022 988,317.00 1.99% 885,693.60 -102,623.40 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 4,595,000. 00 A 2/1/2022 4,567,889.50 2.08% 4,110,870.80 -457,018.70 TOYOTA MOTOR CREDIT CORP 1/11/2021 0.450% 1/11/2024 89236THU2 6,100,000.00 A+ 1/11/2021 6,099,634.00 0.45% 5,781,092.00 -318,542.00 UNILEVER CAPITAL CORP 9/14/2020 0.375% 9/14/2023 904764BJ5 660,000.00 A+ 9/14/2020 659,155.20 0.42% 634,966.20 -24,189.00 WAL-MART STORES INC 6/27/2018 3.550% 6/26/2025 931142ED1 5, 700,000.00 AA 2/8/2022 6,011,847.00 1.87% 5,552,199.00 -459,648.00 Corporate Note Subtotal 169,200,000.00 171,517,008.99 158,505,168.90 -13,011,840.09 CARMAX AUTO OWNER TRUST 4/21/2021 0.520% 2/17/2026 14314QAC8 2,375,000.00 AAA 4/21/2021 2,374,488.19 0.52% 2,274,442.50 -100,045.69

DISCOVER CARD EXECUTION
NOTE TRUST 9/27/2021 0.580% 9/15/2026 254683CP8 2,100,000.00 AAA 9/27/2021 2,099,550.39 0.58% 1,936,851.00 -162,699.39

HONDA AUTO RECEIVABLES
OWNER T 11/24/2021 0.880% 1/21/2026 43815GAC3 1,615,000.00 NR 11/ 24/2021 1,614,659.56 0.89% 1,522,573.55 -92,086.01

HYUNDAI AUTO RECEIVABLES
TRUST 4/28/2021 0.380% 9/15/2025 44933LAC7 1,575,000.00 AAA 4/28/2021 1,574,834.31 0.38% 1,514,929.50 -59,904.81

HYUNDAI AUTO RECEIVABLES
TRUST 11/17/2021 0.740% 5/15/2026 44935FAD6 1,245,000.00 AAA 11/17/2021 1,244,722.12 0.75% 1,169,615.25 -75,106.87

TOYOTA AUTO RECEIVABLES
OWNER 9/27/2021 0.430% 1/15/2026 89239BAC5 2,645,000.00 AAA 9/27/2021 2,644,789.19 0.43% 2,502,355.15 -142,434.04 Asset-Backed Security Subtotal 11,555,000.00 11,553,043.76 10,920,766.95 -632,276.81 BARCLAYS BANK PLC 2/3/2022 1.050% 2/1/2023 06742TG34 11,000, 000.00 A-1 2/3/2022 11,000,000.00 1.05% 10,895,830.00 -104,170.00 TORONTO DOMINION BANK NY 10/31/2022 5.470% 10/25/2024 89115B6F 2 7,270,000.00 A 10/31/2022 7,270,000.00 5.44% 7,270,000.00 0.00 Certificate of Deposit Subtotal 18,270,000.00 18,270,000.00 18,165,830.00 -104,170.00

PRINCIPAL PUBLIC DEPOSIT
SWEEP PROGRAM 1.55% 11/1/2022 992995944 30,310.75 9/1/2020 30,310.75 30,310.75 -

LOCAL AGENCY INVESTMENT
FUND 1.77% 11/1/2022 70,258,380.49 9/30/1997 70,258,380.49 70,258,380.49 -

CALIFORNIA ASSET
MANAGEMENT PROGRAM 3.14% 11/1/2022 15,024,275.49 10/4/2022 15,024,275.49 15,024,275.49 - DREYFUS TREASURY 2.93% 11/1/2022 2,165,979.80 10/31/1997 2,165,979.80 2,165,979.80 - Cash Equivalent Subtotal 87,478,946.53 87,478,946.53 87,478,946.53 - Grand Total Count 147 862,628,946.53 861,353,561.77 814,469,954.33 (46,883,607.44) 11/9/2022 4:48 PM 4 of 4
Attachment A
Attachment 5
Department/Item
Source of
Funds
Use of
Funds Explanation
Park Impact Fees Monitoring
Project
(700,000) Decreases the Park Impact Fees Monitoring project to reallocate $300,000 to the Parks & Recreation
Master Plan project and $400,000 to the Facility
Condition Assessment Update project. The unspent
project funds are recommended to address higher
priority capital needs
(majority affirmation Council
votes required).

Parks & Recreation Master
Plan
300,000 Establishes a Parks & Recreation Master Plan project by reallocating $300,000 of unspent project
funds from the Park Impact Fees Monitoring
Project. The project will develop a comprehensive
city-wide Parks & Recreation master plan that will
provide policy options and direction for the
acquisition and development of new parkland,
recreation facilities and park amenities to meet the
needs of new residents (majority affirmation
Council votes required).

Facility Condition Assessment
Update Project
400,000 Establishes a Facility Condition Assessment Update project by reallocating $400,000 of unspent project
funds from the Park Impact Fees Monitoring
Project. The project was last completed in FY
2016/17. Since that time, facility conditions have
improved and deteriorated, costs have changed,
and new parks and facilities have been acquired by
and dedicated to the City. This project will provide
an update to the initial comprehensive study.

This 5-year review is instrumental in providing the
City a list of lifecycle renewals and replacements
and a recommended timeline for repair, replace,
an/or upgrade of City Parks & Recreation facilities
as well as the cumulative cost over time. In
addition, the assessment will provide Geographic
Information System (GIS) updates to existing
facilities and incorporate new facilities into the City's enterprise GIS repository (majority affirmation
Council votes required).

FY 2022/23 Budget Amendments
Parks and Recreation Capital Fund (532)
1 Attachment 5
FY 2022/23 Budget Amendments
Department/Item
Source of
Funds
Use of
Funds Explanation
Quimby Developer
Reimbursement
637,465 Increases the Quimby Developer Reimbursement project using unallocated Quimby funds to address
a developer reimbursement upon dedication of
developed parkland at 3505 Kifer Rd.

In accordance with California Gov’t Code section
66477(a)(9) If the subdivider provides park and
recreational improvements to the dedicated land,
the value of the improvements together with any
equipment located thereon shall be a credit against
the payment of fees or dedication of land required
by the ordinance (five affirmative Council votes
required for the use of unused balances).

MFA Developer
Reimbursement
210,572 Establishes a Capital Improvement Project to allocate Mitigation Fee Act (MFA) funds that may be
returned to developers upon dedication of parkland
or fees that are not committed within the prescribed
5-year timeframe based on local, state and/or
federal regulations.

Increases the Mitigation Fee Act Developer
Reimbursement project using unallocated MFA
funds to address a developer reimbursement upon
dedication of developed parkland at 2343 Calle Del
Mundo [vacation of shared easement with adjacent
property owner]. The Development Agreement
states, "$210,572 will be refunded if Phase 2 is
completed within 5 years of payment of the park in
lieu fees". The deadline for reimbursement is June
28, 2027 (five affirmative Council votes required
for the use of unused balances).

Unrestricted Ending Fund
Balance
(848,037) This change to the Ending Fund Balance offsets the recommended actions above (five affirmative
Council votes required for the use of unused
balances).
- -
Parks and Recreation Capital Fund (532) (Cont'd.)
2 Attachment 5
FY 2022/23 Budget Amendments
Department/Item
Source of
Funds
Use of
Funds Explanation
Other Agencies Revenue -
Year End Close Correction of
Revenue Carryforward
146,123 Increases the Other Agencies Revenue estimate by $146,123 to carryforward revenue for the Multi-
Jurisdictional Transportation Technology ($135,000)
and the MCB Class IV Bike Lanes ($11,123)
projects, which were inadvertently excluded from
the FY 21/22 Year End Close Report but should
have been carried forward (five affirmative
Council votes required to appropriate additional
revenue).

Other Agencies Revenue 84,970 Increases the Other Agencies Revenue estimate by $84,970 to recognize funding from the FY 2022/23
Transportation Fund for Clean Air (TFCA) grant
administered by Santa Clara Valley Transportation
Authority (VTA). This funding will help partially fund
the Pruneridge Avenue Signal Timing Project (five
affirmative Council votes required to
appropriate additional revenue).

Transfer from the Traffic
Mitigation Fund
915,030 Increases the transfer from the Traffic Mitigation Fund by $915,030 for the Pruneridge Avenue Signal
Timing Project (five affirmative Council votes
required to appropriate additional revenue).

Pruneridge Avenue Signal
Timing Project (New Project)
1,000,000 Establishes the Pruneridge Avenue Signal Timing Project in the amount of $1,000,000. The project will
install communications and signal synchronization
timing on Pruneridge Avenue between Kiely
Boulevard and Pomeroy Avenue. This project will
complete Phase IV of Project 1232 Traffic Signal
Interconnect Upgrade that was approved by the
Council as part of the FY22/23 and 23/24 Biennial
Capital Improvement Program Budget. The project
is partially funded by a Transportation Fund for
Clean Air (TFCA) grant awarded to the City as part
of the FY2022/23 funding cycle. This grant is
intended to reduce greenhouse gas emissions (five
affirmative Council votes required to
appropriate additional revenue).

Unrestricted Ending Fund
Balance
146,123 Increases the Ending Fund Balance to offset the recommended action above (five affirmative
Council votes required to appropriate additional
revenue).
1,146,123 1,146,123
Streets and Highways Capital Fund (533)
3 Attachment 5
FY 2022/23 Budget Amendments
Department/Item
Source of
Funds
Use of
Funds Explanation
Transfer to the Streets and
Highways Capital Fund
915,030 Increases the transfer to the Streets and Highways Capital Fund by $915,030 for the Pruneridge
Avenue Signal Timing Project (five affirmative
Council votes required for the use of unused
balances).

Unrestricted Ending Fund
Balance
(915,030) Decreases the Ending Fund Balance to offset the recommended action above (five affirmative
Council votes required for the use of unused
balances).
- -
Traffic Mitigation Fund (123)
4 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1337 Agenda Date: 1/10/2023

REPORT TO COUNCIL

SUBJECT
Action on an Agreement for Conservation Easement in Lieu of Fees at the Regional Wastewater Facility (RWF) and a Class 25 Categorical Exemption Under CEQA

COUNCIL PILLAR
Promote Sustainability and Environmental Protection

BACKGROUND
Santa Clara is a co-owner of the San José-Santa Clara Regional Wastewater Facility (RWF), which treats wastewater for the two cities, along with other tributary agencies. The RWF is undergoing a series of capital improvements which Santa Clara pays a portion of on an annual basis. San José is the administrator of the facility, but as a co-owner, Santa Clara must sign on to agreements regarding land and facilities at the site.

The Santa Clara Valley Habitat Agency (SCVHA) furthers protection of endangered species in the region by acquiring and managing lands to mitigate development and project impacts to those species. It was determined that land at the RWF was supporting the habitat of the Western Burrowing Owl, a Federal and State species of concern. As part of the Santa Clara Valley Habitat Conservation Plan (HCP), these lands would require the payment of development impact fees to SCVHA, or the dedication of wildlife habitat, as the capital projects at the RWF were determined to have the possibility to disrupt the existing habitat.

DISCUSSION
In 2016, San José submitted a letter of intent (Attachment 3) to SCVHA stating its intention to designate approximately 72 acres belonging to the RWF as four Capital Improvement Program projects were known to be subject to the HCP requirement to either pay fees or designate habitat.

The long-term intention was to have the entire 201 acres of owl habitat covered by a conservation easement and account for all projects at the RWF that would be included in the land in-lieu arrangement with the remaining land. The letter also discussed the transfer of habitat management activities and costs to the SCVHA which was later settled in a management agreement.

On December 20, 2021, the City of San Jose submitted a new letter of intent (Attachment 4) to SCVHA that replaced the 2016 letter of intent. It updated the easement acreage and land in-lieu fees of the proposed Conservation Agreement to include the New Headworks Project as the fifth covered project and designate the 201 acres. The agreement on which staff seeks action would be an approval of this designation. The Treatment Plant Advisory Committee (TPAC) recommended approval of this agreement on November 21, 2022. The TPAC recommendation will be included in the January 10, 2023 City of San Jose Council meeting agenda.

City of Santa Clara Printed on 1/6/2023Page 1 of 2
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23-1337 Agenda Date: 1/10/2023
The proposed agreement with SCVHA establishes an approximate 201-acre conservation easement to protect the Western Burrowing Owl Habitat at the RWF as land in-lieu of paying development fees of almost $3.5 million.

ENVIRONMENTAL REVIEW
The action being considered is categorically exempt from formal environmental review under the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15325(a) (Class 25 - “Transfers of Ownership in Land to Preserve Existing Natural Conditions and Historical Resources”), as the action consists of the transfers of ownership of interests in land in order to preserve animal habitats.

FISCAL IMPACT
This action has no fiscal impact beyond administrative costs.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s 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. Adopt Class 25 Categorical Exemption Under CEQA Guidelines section 15325(a)

2. Approve the Agreement for Conservation Easement in Lieu of Fees at the Regional Wastewater Facility (RWF)
Reviewed by: Gary Welling, Director, Water & Sewer Utilities Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Proposed Agreement with SCVHA and the City of San José establishing a habitat conservation easement in lieu of fees to protect the Western Burrowing Owl

2. Map of the Western Burrowing Owl Habitat at the RWF

3. 2016 Letter of Intent Western Burrowing Owl Conservation Easement

4. 2021 Letter of Intent Western Burrowing Owl Conservation Easement City of Santa Clara Printed on 1/6/2023Page 2 of 2
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Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
1 RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

Santa Clara Valley Habitat Agency
535 Alkire Avenue, Suite 100
Morgan Hill, CA 95037
Attention: Executive Officer

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

AND MAIL TAX STATEMENT TO:

City of San José
Office of Economic Development
Real Estate Services
200 East Santa Clara Street, 12th Floor
San José, CA 95113-1905
Attn: Administrative Officer

APN: 015-30-061 & 015-30-098

Space Above Line for Recorder's Use Only

RECORDED WITHOUT FEE UNDER SECTION 6103 GOVERNMENT CODE OF THE STATE OF

CALIFORNIA

CONSERVATION EASEMENT AGREEMENT

BY AND BETWEEN THE

CITY OF SAN JOSE, CITY OF SANTA CLARA, AND SANTA CLARA VALLEY HABITAT AGENCY

The Undersigned Declares: DOCUMENTARY TRANSFER TAX $0; CITY TRANSFER TAX $0;

[ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale,
[ ] unincorporated area;
[X] City of San José, and
[X] Signature of Declarant
By:__________________________
Print Name: ___________________
Title:_________________________

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
2 CONSERVATION EASEMENT AGREEMENT

BY AND BETWEEN THE

CITY OF SAN JOSE, CITY OF SANTA CLARA, AND SANTA CLARA VALLEY HABITAT AGENCY

THIS CONSERVATION EASEMENT AGREEMENT (the “Agreement”) dated ______________, 2022, by and between City of San José and the City of Santa Clara, municipal corporations organized under California (“Landowner”), and Santa Clara Valley Habitat Agency, a California Joint Powers Authority (“Easement Holder”). Landowner and Easement Holder are also referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. City of San José is the owner of record and joint owner as a tenant in common with the City of Santa Clara, in fee simple, of certain real property located in the County of Santa Clara, State of California, more particularly known as the San Jose-Santa Clara Regional Wastewater Facility (“RWF” or “Property”). As consideration for land-in-lieu of fees, Landowner intends to grant this Conservation Easement over approximately 200 acres of the Property (the “Easement Area”), as described in Exhibit A attached hereto and incorporated herein by this reference and depicted on the maps attached hereto as Exhibit B and incorporated herein by reference.

B. This Agreement is being executed and delivered to satisfy certain habitat conservation requirements set forth in the following documents (collectively, the “Habitat Plan Instruments”):

(i) The Santa Clara Valley Habitat Plan (“Habitat Plan”), dated August 2012, prepared by County of Santa Clara County (“County”), City of San Jose (“San Jose”), City of Gilroy (“Gilroy”), City of Morgan Hill (“Morgan Hill”), Santa Clara Valley Water District (“Water District”), and Santa Clara Valley Transportation Authority (“VTA”), and approved by the United States Fish and Wildlife Service (“USFWS”) under Section 10 of the federal Endangered Species Act of 1973 (16 U.S.C. Section 1531 et seq., as it may be amended from time to time) (“ESA”), and by California Department of Fish and Wildlife (“CDFW”) under the California Natural Community Conservation Planning Act (California Fish and Game Code Section 2800 et seq., as it may be amended from time to time) (“NCCPA”); and

(ii) Implementing Agreement for the Santa Clara Valley Habitat Plan (the “Implementing Agreement”), dated August 14, 2012, by and among USFWS and CDFW (collectively, the “Wildlife Agencies”), Santa Clara Valley Habitat Agency, a Joint Powers Authority ( “Implementing Entity” or “Easement Holder” or “Habitat Agency” or “JPA”), County, San Jose, Gilroy, Morgan Hill, Water District, and VTA (collectively, JPA, County, San Jose, Gilroy, Morgan Hill, Water District, VTA, are referred to herein as “Permittees”); and

(iii) The federal incidental take permit issued by USFWS to Permittees for the Habitat Plan pursuant to Section 10 of ESA; and

(iv) The state incidental take permit issued by CDFW to Permittees for the Habitat Plan pursuant to the NCCPA; and

(v) The Regional General Permit issued by the U.S. Army Corps of Engineers Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
3 (“USACE”) to the Permittees for compliance with the federal Clean Water Act.

C. CDFW has jurisdiction, pursuant to California Fish and Game Code Section 1802, over the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species, and CDFW is authorized to hold easements for these purposes pursuant to Civil Code Section 815.3, Fish and Game Code Section 1348, and other provisions of California law.

D. USFWS, an agency within the United States Department of the Interior, has jurisdiction over the conservation, protection, restoration, and management of fish, wildlife, native plants, and the habitat necessary for biologically sustainable populations of these species within the United States pursuant to the ESA, the Fish and Wildlife Coordination Act, 16 U.S.C. Sections 661- 666c, the Fish and Wildlife Act of 1956, 16 U.S.C. Section 742(f) et seq., and other provisions of federal law.

E. The USACE has jurisdiction over waters of the United States pursuant to the federal Clean Water Act, 33 U.S.C. §1251, et seq. and the California Regional Water Quality Control Board (RWQCB) has jurisdiction pursuant to California Water Code Section 13200, et seq.

F. The Easement Holder is authorized to hold conservation easements pursuant to, among other provisions of law, California Civil Code Section 815.3.

G. The Easement Holder also serves as the Implementing Entity of the Habitat Plan, and as such, is responsible for overseeing implementation of the Habitat Plan Instruments, including carrying out planning and design, habitat restoration, monitoring, adaptive management programs, and periodic coordination with USFWS, CDFW, USACE and the RWQCB.

H. The Easement Area possesses wildlife, habitat values, and associated open space values that are of great importance to Easement Holder, the people of Santa Clara County and the people of the State of California and of the United States (the “Initial Conservation Values”). The Initial Conservation Values, described in Exhibit C attached hereto and incorporated herein by reference, are those Conservation Values that are identified in the Habitat Plan and present on the Easement Area/Property at the time of the execution of the Agreement.

I. Following recordation of this Agreement, the Easement Area will be incorporated into the Reserve System (as such term is defined in the Habitat Plan) (“Reserve System”) and will count toward the land acquisition requirements set forth in the Habitat Plan. When used herein, the term “Implementing Entity” refers to the JPA acting in its capacity as the Implementing Entity under the Habitat Plan and the Implementing Agreement, which confer separate rights and obligations on JPA that will survive any future transfer of the Conservation Easement by JPA. In contrast, the term “Easement Holder” is used herein to refer to JPA as the initial holder of such conservation easement interest, as well as any other qualified successor or assignee to which this conservation easement interest has been transferred in accordance with the terms and conditions set forth below.

J. The Habitat Agency and the City of San José, as the administering agency for the San Jose-Santa Clara Regional Wastewater Facility, entered into an Agreement for Burrowing Owl Habitat Management in January 2018 that applies to the Easement Area (the “Management Plan”).

The Management Plan has been developed in accordance with the applicable requirements of the Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
4 Habitat Plan Instruments.

K. The Management Plan is incorporated herein by reference. Landowner and Easement Holder recognize that changes (e.g., in weather cycles, natural resource management technologies, conservation practices) may dictate an adaptation in the management of the Easement Area, consistent with the purposes of this Conservation Easement and the Habitat Plan Instruments. It may be revised from time to time with the written approval of the Landowner, Easement Holder and the Wildlife Agencies, so long as the revisions are consistent with the requirements of the Habitat Plan Instruments. A full and complete copy of the current Management Plan, including any such revisions, shall be kept on file at the offices of the Implementing Entity.

L. The State of California recognizes the public importance and validity of conservation easements by enactment of California Civil Code Section 815 et seq.

AGREEMENTS

NOW, THEREFORE, in consideration of the above and mutual covenants, terms, conditions and restrictions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the laws of the State of California, including California Civil Code Section 815 et seq., Landowner hereby voluntarily grants and conveys to Easement Holder, its successors and assigns, a conservation easement in gross forever in, on, over and across the Easement Area described in Exhibit A and depicted on Exhibit B (the “Conservation Easement”), subject to the terms and conditions set forth herein, restricting forever the uses which may be made of the Easement Area, and the parties agree as follows:

1. Purpose. The purpose of this Conservation Easement is to ensure that existing and future natural values and associated wildlife and habitat values of the Easement Area will be forever protected by preventing any use of the Easement Area that would impair or interfere with the Conservation Values. Landowner intends that this Conservation Easement will confine the use of the Easement Area to such activities that are consistent with the purposes set forth herein, including, without limitation, those involving the preservation, restoration, and enhancement of the Easement Area’s Covered Species and their habitats.

2. Baseline Documentation Report. The parties acknowledge that a Baseline Documentation Report (the “Report”) has been prepared for the Easement Area and approved in writing by Landowner and Easement Holder. A copy of the Report is on file with Landowner and Easement Holder at their respective addresses for notices set forth below. The parties agree that the Report contains an accurate representation of the biological and physical condition of the Easement Area at the time this Agreement is recorded in the Official Records of Santa Clara County (“Official Records”), including a full inventory of all of the Easement Area’s Covered Species and natural communities found thereon. Notwithstanding the foregoing, if a controversy arises with respect to the nature and extent of the physical or biological condition of the Easement Area or the allowed uses of the Easement Area, the parties shall not be foreclosed from utilizing any and all other relevant documents, surveys or other evidence or information to assist in the resolution of the controversy.

3. Rights of Easement Holder. To accomplish the purposes of this Conservation Easement, Landowner hereby grants and conveys the following rights to Easement Holder:

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
5 (a) To preserve, protect, sustain, restore, and enhance the Conservation Values for the Easement Area described in Exhibit C or which develop on the Easement Area in accordance with the Management Plan and the terms and conditions of this Conservation Easement;

(b) To enter upon the Easement Area to monitor Landowner’s compliance with, and to otherwise enforce the terms of, this Conservation Easement, and for scientific research necessary to support monitoring and in order to support adaptive management of the Conservation Values; provided, that Easement Holder shall not unreasonably interfere with Landowner's allowed uses and quiet enjoyment of the Easement Area;

(c) To enter upon the Easement Area to carry out, at Easement Holder’s sole cost and expense, those management and monitoring requirements applicable to the Easement Area that are set forth in the Management Plan and in Habitat Plan Chapters 5 and 7, including, without limitation, installation and maintenance of fencing around the perimeter of the Easement Area to the extent referenced in the Management Plan as necessary to protect the Conservation Values; provided, that Easement Holder shall use reasonable good faith efforts to conduct such management and monitoring activities in a manner that does not unreasonably interfere with Landowner's allowed uses and quiet enjoyment of the Easement Area;

(d) To prevent any activity on or use of the Easement Area that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the Easement Area that may be damaged by any act, failure to act, or any use that is inconsistent with the purposes of this Conservation Easement;

(e) To require that all mineral, air and water rights held by Landowner that Easement Holder deems necessary to preserve, protect and sustain the biological resources and Conservation Values of the Easement Area shall remain a part of and be put to beneficial use upon the Easement Area, consistent with the purposes of this Conservation Easement;

(f) All present and future development rights and wind power rights allocated, implied, reserved or inherent in the Easement Area; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Property. Landowner understands and agrees that nothing in this Conservation Easement relieves Landowner of any obligation or restriction in relation to the development or use of the Easement Area imposed by law, including but not limited to local land use restrictions;

(g) Except where there is an imminent threat to the Easement Area or its Conservation Values, Easement Holder and its employees, contractors or agents will only enter the Easement Area at reasonable times and with at least forty-eight (48) hours advance notice to Landowner. The Landowner may waive these requirements in whole or in part by written notice to Easement Holder; and

(h) Easement Holder currently has access to the Easement Area at Nortech Gate during the term of the Agreement described in Recital I. Before access to the Easement Area at Nortech Gate can be terminated, Landowner agrees to fund and complete the construction of a curb cut to allow access to the Easement Area from Disk Drive prior to any termination of access at Nortech Gate.

4. Rights of Wildlife Agencies. The Wildlife Agencies are third-party beneficiaries to Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
6 this Agreement for the purpose of enforcing the terms of this Agreement.

For purposes of Section 404 of the federal Clean Water Act, the U.S. Army Corps of Engineers is a third-party beneficiary to this Agreement. For the purposes of Section 401 of the federal Clean Water Act, the Regional Water Quality Control Board is a third-party beneficiary to this Agreement.

5. Prohibited Uses. Any activity on or use of the Easement Area that adversely affects the purposes of this Conservation Easement is prohibited. Without limiting the generality of the foregoing, Landowner, Landowner’s personal representatives, heirs, successors, assigns, employees, agents, lessees, licensees and invitees are expressly prohibited from doing or allowing any of the following uses and activities on the Easement Area, unless, and then only to the extent that, a generally prohibited activity set forth below is: (i) an allowed use or practice (e.g., agricultural, rangeland or recreational uses) set forth on Exhibit D attached hereto and incorporated herein by reference; (ii) a management practice set forth in the Management Plan, (iii) necessary in connection with the performance of any of the conservation actions described in Habitat Plan Chapter 5; or (iv) otherwise necessary to maintain or enhance the Conservation Values:

(a) Unseasonal watering;

(b) Use of fertilizers, pesticides, biocides, herbicides or other chemicals, except for non-native invasive plant species management and infrastructure and facilities management as specifically provided for in the Management Plan;

(c) Use of off-road vehicles and use of any other motorized vehicles except on existing roadways, excepting off-road vehicle use required to conduct any allowed management practice set forth in the Management Plan;

(d) Any construction, reconstruction, relocation or placement of any road, building, billboard, fencing, or sign, or any other structure or improvement of any kind, or altering the surface or general topography of the Easement Area without written approval by the Easement Holder and Wildlife Agencies unless otherwise allowed in the Management Plan;

(e) Agricultural uses, including, without limitation, vineyards, nurseries, or intensive livestock use (e.g., dairy, feedlot) except as may be provided for in the Management Plan (e.g., prescribed grazing);

(f) Any legal or de facto division, subdivision or partitioning of the Easement Area or any fee transfer of less than the entire Easement Area;

(g) Depositing or accumulation of soil, trash, ashes, refuse, waste, bio-solids or any other materials;

(h) Planting, introduction, or dispersal of nonnative plant or animal species, except as approved by the California Department of Food and Agriculture’s Biological Control Program for control of invasive species as specifically provided in the Management Plan and with the approval of the Wildlife Agencies;

(i) Filling, dumping, excavating, draining, dredging, mining, drilling, removing, or exploring for or extraction of minerals, loam, soil, sands, gravel, rocks, or other material on or Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
7 below the surface of the Easement Area, and granting or authorizing any surface entry for any of these purposes;

(j) Removing, destroying, or cutting of trees, shrubs, or other vegetation except as required by law for (i) fire breaks and/or fuels treatment, (ii) maintenance of existing foot trails or roads, or (iii) prevention or treatment of disease as specifically provided in the Management Plan.;

(k) Manipulating, impounding, or altering any water course, body of water, or water circulation on the Easement Area, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or subsurface waters except for future creation or habitat enhancement of the Property for sensitive, threatened, or endangered species as specifically provided in the Management Plan;

(l) Recreational activities, including, but not limited to, horseback riding, biking fishing with the exception of any recreation specifically allowed in Exhibit D;

(m) Commercial, industrial, residential, or institutional uses;

(n) Altering the surface or general topography of the Easement Area, including but not limited to any alterations to habitat, building roads or trails, paving or otherwise covering the Easement Area with concrete, asphalt or any other impervious material except for those habitat management activities specified in the Management Plan; and

(o) Without the prior written consent of Easement Holder, which Easement Holder may reasonably withhold, transferring, encumbering, selling, leasing or otherwise separating the mineral, air or water rights for the Easement Area owned by Landowner; changing the place or purpose of use of the water rights owned by Landowner; abandoning or allowing the abandonment of, by action or inaction, any water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights, wells, ground water rights or other rights in and to the use of water historically used on or otherwise appurtenant to the Easement Area that are owned by Landowner, including but not limited to: (i) riparian water rights; (ii) appropriative water rights; (iii) rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Easement Area; and (iv) any water from wells that are in existence or may be constructed in the future on the Easement Area.

6. Unlawful Entry. Landowner shall undertake all reasonable actions to prevent the unlawful entry and trespass on the Easement Area by persons whose uses or activities may degrade or harm the Conservation Values or are otherwise inconsistent with the purposes of this Conservation Easement.

7. Landowner’s Reserved Rights; Allowed Uses. Landowner reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from its ownership of the Easement Area, including without limitation, the following (collectively, the “Allowed Uses”):
(a) those specific uses and activities identified in the Management Plan(s) or detailed in Exhibit D attached hereto, and (b) all other uses of the Easement Area that are not expressly prohibited or limited by this Agreement, and are consistent with the purposes of this Conservation Easement as set forth in Section 1. Landowner shall have the right to exercise any of the Allowed Uses directly or to allow or invite others to engage in any of the Allowed Uses. While Landowner is not obligated under this Agreement to perform the management and monitoring actions set forth in the Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
8 Management Plan(s), Landowner’s exercise of the Allowed Uses shall be conducted in a manner that is consistent with the Management Plan(s) and Conservation Values.

8. Easement Holder's Remedies. If Easement Holder or any Third-Party Beneficiary determines there is a violation of the terms of this Agreement or that such violation is threatened, written notice of such violation and a demand for corrective action sufficient to cure the violation shall be given to Landowner, with a copy provided to Easement Holder and each other Third-Party Beneficiary. The notice of violation shall specify the measures the Landowner must take to cure the violation.

(a) Opportunity to Cure . If Landowner fails to cure the violation within thirty (30) days after receipt of written notice and demand from Easement Holder or any Third-Party Beneficiary, as applicable; or if the cure reasonably requires more than thirty (30) days to complete and Landowner fails to begin the cure within such thirty (30) day period; or Landowner fails to continue diligently to complete the cure, Easement Holder or any Third-Party Beneficiary may bring an action at law or in equity in a court of competent jurisdiction to enforce the terms of this Agreement, to recover any damages to which Easement Holder and the Third-Party Beneficiaries may be entitled for violation of the terms of this Agreement or for any injury to the Conservation Values, to enjoin the violation, ex parte as necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies, or for other equitable relief, including, but not limited to, the restoration of the Easement Area to the condition in which it existed prior to any such violation or injury. Without limiting Landowner's liability therefor, any damages recovered may be applied to the cost of undertaking any corrective action on the Easement Area at the election of the party receiving such damages.

(b) Emergencies. If Easement Holder or any Third-Party Beneficiary, each in its sole discretion, determines that circumstances require immediate action to prevent or mitigate damage to the Conservation Values, Easement Holder and/or any Third-Party Beneficiary may pursue its remedies under this section without prior notice to Landowner or without waiting for the period provided for cure to expire. The rights of Easement Holder and the Third-Party Beneficiaries under this section apply equally to actual or threatened violations of the terms of this Agreement.

Landowner agrees that Easement Holder’s and Third-Party Beneficiaries’ remedies at law for any violation of the terms of this Agreement are inadequate and that Easement Holder and/or any Third- Party Beneficiary shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Easement Holder and the Third-Party Beneficiaries may be entitled, including specific performance of the terms of this Agreement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including but not limited to, the remedies set forth in California Civil Code Section 815, et seq. The failure of Easement Holder or any Third- Party Beneficiary to discover a violation or to take immediate legal action in response to such action shall not bar such party from taking legal action at a later time.

(c) Costs of Enforcement. Any reasonable costs incurred by the Easement Holder or any Third-Party Beneficiary, where it is the prevailing party, in enforcing the terms of this Conservation Easement against the Landowner, including, but not limited to, costs of suit, and attorneys’ and experts’ fees, as allowed by law and subject to appropriation of funds, and any costs of restoration necessitated by Landowner's negligence or breach of this Agreement shall be borne by Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
9 Landowner. In any action where an agency of the United States is a party, the right to recover fees and costs shall be governed by federal law.

(d) Enforcement Discretion. Enforcement of the terms of this Agreement against Landowner shall be at the respective discretion of Easement Holder and each of the Third- Party Beneficiaries, and any forbearance by any such party to exercise its rights under this Agreement in the event of any breach of any term of this Agreement shall not be deemed or construed to be a waiver by such party of such term or of any subsequent breach of the same or any other term of this Agreement or of any of such party’s rights under this Agreement. No delay or omission by Easement Holder or any Third-Party Beneficiary in the exercise of any right or remedy upon any breach shall impair such right or remedy or be construed as a waiver.

(e) Acts Beyond Landowner's Control. Nothing contained in this Agreement shall be construed to, or shall entitle, Easement Holder or any Third-Party Beneficiary to bring any action against Landowner for any injury to or change in the Easement Area resulting from (i) any natural cause beyond Landowner's control, including, but not limited to, climate change, fire not caused by Landowner, flood, storm, and earth movement, or any prudent action taken by Landowner under emergency conditions to prevent, abate, or mitigate significant injury to the Easement Area resulting from such causes; (ii) acts by Easement Holder or any Third-Party Beneficiary or any of their employees, contractors or agents; or (iii) acts by persons that entered the Easement Area/Property unlawfully or by Trespass whose activities degrade or harm the Conservation Values of the Easement Area/Property or whose activities are otherwise inconsistent with this Conservation Easement where Landowner has undertaken all reasonable actions to prevent such activities.

(f) Third-Party Beneficiary Rights. The parties intend for each of Implementing Entity (during any such period, if any, that Implementing Entity does not also constitute Easement Holder), USFWS and CDFW (collectively, “Third-Party Beneficiaries”) to be a third-party beneficiary of this Agreement. All rights and remedies conveyed to Easement Holder under this Agreement shall extend to and are enforceable by each of the Third-Party Beneficiaries in accordance with the terms hereof. Landowner and Easement Holder acknowledge that, as third-party beneficiaries of this Conservation Easement, the Third-Party Beneficiaries shall have the same rights of access to the Easement Area granted to Easement Holder in Section 3 above, and with rights to enforce all of the provisions of this Agreement. If at any time in the future Landowner uses, allows the use, or threatens to use or allow use of, the Easement Area for any purpose that is inconsistent with or in violation of this Agreement then, despite the provisions of California Civil Code Section 815.7, the California Attorney General and each Third-Party Beneficiary has standing as an interested party in any proceeding affecting the Conservation Easement. These rights are in addition to, and do not limit, the rights of enforcement under the Habitat Plan Instruments. In addition, if CDFW reasonably determines that the Easement Area is not being held, monitored, or stewarded for conservation purposes in the manner specified in this Agreement, the Habitat Plan Instruments, or the Management Plan, the Conservation Easement shall revert to the State of California or another entity as described in California Government Code Section 65967, subdivisions (b) and (c), and subject to approval by CDFW.

9. Public Access. Nothing contained in this Agreement gives or grants to the public an independent right to enter upon or use the Easement Area or any portion thereof. Nor shall this Agreement extinguish any public right to enter upon or use the Easement Area.

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
10 10. Costs and Liabilities. Except for those specific obligations to be undertaken by Easement Holder under Section 3 above, Landowner shall retain all responsibilities and shall bear all costs and liabilities of any kind related to Landowner’s ownership, operation, management, and maintenance activities on and relating to the Easement Area. Landowner agrees that neither the Easement Holder nor Third-Party Beneficiaries shall have any duty or responsibility for the operation or maintenance of the Easement Area, the monitoring of hazardous conditions thereon, or the protection of Landowner, the public or any third parties from risks relating to conditions on the Easement Area. Each of Landowner and Easement Holder shall remain responsible for obtaining any applicable governmental permits and approvals for any of such Party’s activity or use allowed on the Easement Area under this Agreement, and each of Landowner and Easement Holder shall undertake all allowed activities and uses of the Easement Area in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and requirements.

Landowner shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Easement Area by competent authority (collectively "taxes"), including any taxes imposed upon, or incurred as a result of, this Agreement, and shall furnish Easement Holder with satisfactory evidence of payment upon request. Landowner and Easement Holder shall keep the Easement Area free from any liens, including those arising out of any obligations incurred by such Party for any labor or materials furnished or alleged to have been furnished to or for such Party at or for use on the Easement Area.

11. Indemnification.

(a) Indemnification by Landowner. Landowner shall hold harmless, protect and indemnify Easement Holder and the Third-Party Beneficiaries, and their respective members, directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (each an “Easement Holder Indemnified Party” and, collectively, the “Easement Holder Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages, expenses (i.e. costs, as allowed by law and subject to the appropriation of funds), causes of action, claims, demands, orders, liens or judgments (each a “Claim” and, collectively, “Claims”), arising from or in any way connected with:

(i) the activities of Landowner on the Easement Area;

(ii) the inaccuracy of any representation or warranty made by Landowner in this Agreement;

(iii) the breach by Landowner of any provision of this Agreement;

(iv) any injury to or the death of any person, or physical damage to any Easement Area occurring on or about the Easement Area resulting from any act, omission, condition, or other matter related to the Landowner, unless due solely to the negligent or willful misconduct of the any of the Easement Holder Indemnified Parties; and

(v) any violation of, or failure to comply with, any state, federal or local law, regulation or requirement by Landowner or Landowner Indemnified Parties (described below) in any way affecting, involving or relating to the Easement Area.

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
11 (b) Limitation on Indemnification by Landowner. Landowner’s indemnification of Easement Holder Indemnified Parties shall not extend to damages due to the fault of the Easement Holder Indemnified Parties.

If any action or proceeding is brought against Easement Holder or any of the Easement Holder Indemnified Parties because of any such Claim, Landowner shall, at the election of and upon written notice from Easement Holder and the Third-Party Beneficiaries, defend such action or proceeding by counsel reasonably acceptable to the Easement Holder or any of the Easement Holder Indemnified Parties.

(c) Indemnification by Easement Holder. Easement Holder shall hold harmless, protect, and indemnify Landowner and the Third-Party Beneficiaries, and their respective members, directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (each, a “Landowner Indemnified Party,” and collectively, the “Landowner Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages, expenses (costs, as allowed by law and subject to appropriation of funds), causes of action, claims, demands, orders, liens or judgments (each a “Claim” and, collectively, “Claims”), arising from or in any way connected with:

(i) the activities of Easement Holder on the Easement Area, including without limitation the Easement Holder’s performance of management and monitoring activities set forth in the Management Plan;

(ii) breach by Easement Holder of any provision of this Agreement;

(iii) any injury to or the death of any person, or physical damage to any Easement Area occurring on or about the Easement Area resulting from any act, omission, condition, or other matter related to, an activity on, or use of, the Easement Area by Easement Holder, including without limitation, those performed under the Management Plan, unless due solely to the negligent or willful misconduct of the Landowner or any of the Landowner Indemnified Parties; and

(iv) any violation of, or failure to comply with, any state, federal or local law, regulation or requirement by Easement Holder or Easement Holder Indemnified Parties in any way affecting, involving or relating to the Easement Area.

(d) If any action or proceeding is brought against the Landowner or any of the Landowner Indemnified Parties because of any such Claim, Easement Holder shall, at the election of and upon written notice from Landowner, defend such action or proceeding by counsel reasonably acceptable to the Landowner or any Landowner Indemnified Party. Notwithstanding anything to the contrary in this Easement, if CDFW acquires the Property, CDFW, as Easement Holder, shall be liable only to the extent allowed by the California Tort Claims Act, (Govt. Code §§810 et seq), for claims of personal injuries or property damage resulting solely from the grossly negligent or wrongful act or omission of any employee of CDFW while acting within the scope of his/her employment arising out of this Easement. This covenant shall survive the termination of this Easement.

12. Extinguishment. The Conservation Easement created by this Agreement constitutes a property right. It is the Parties’ intention that the terms and conditions of this Agreement shall be carried out in perpetuity. Liberal construction is expressly required for purposes of effectuating the Conservation Easement in perpetuity, notwithstanding economic hardship or changed conditions of Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
12 any kind. If circumstances arise in the future that render the purposes of this Agreement impossible to accomplish, this Agreement can only be terminated or extinguished, in whole or in part, by judicial proceedings in a court of competent jurisdiction. In addition, no such extinguishment shall affect the value of Easement Holder’s interest in the Easement Area, and if the Easement Area, or any interest therein, is sold, exchanged or taken by power of eminent domain after such extinguishment, Easement Holder shall be entitled to receive the fair market value of the Conservation Easement at the time of such extinguishment. The Initial Conservation Value described in Exhibit C, the prohibitions on use under Section 5, and allowed uses under Exhibit D may be taken into account in appraising the fair market value of the easement, as may be allowed by then existing law. If such extinguishment occurs with respect to fewer than all acres of the Easement Area, the amounts described above shall be calculated based on the actual number of acres subject to extinguishment.

13. Condemnation. Pursuant to California Code of Civil Procedure Section 1240.055,
this Conservation Easement is “property appropriated to public use,” as used in Article 6 (commencing with Section 1240.510) and Article 7 (commencing with Section 1240.610) of Chapter 3 of Title 7 of the Code of Civil Procedure. A person authorized to acquire property for public use by eminent domain shall seek to acquire the Property, if at all, only as provided in Code of Civil Procedure Section 1240.055. CDFW is a public entity that imposed conditions on approval of a project that were satisfied, in whole or in part, by the creation of this Conservation Easement. If any person seeks to acquire the Property for public use, Grantee shall provide notice to CDFW and comply with all obligations of the holder of a conservation easement under Code of Civil Procedure Section 1240.055. If the Conservation Easement is condemned, the net proceeds from the condemnation shall be used in compliance with Government Code Section 65966(j)
public use as defined in California Code of Civil Procedure Section 1240.680. The Initial Conservation Value described in Exhibit C, the prohibitions on use under Section 5, and allowed uses under Exhibit D may be taken into account in appraising the fair market value of the easement, to the extent that the valuation conforms with Section 1240.055 or as may be allowed by then existing law.

14. Transfer of Conservation Easement. This Agreement may be transferred by Easement Holder upon written approval of the Third-Party Beneficiaries, which approval shall not be unreasonably withheld or delayed; provided, that Easement Holder shall give the Third-Party Beneficiaries at least sixty (60) calendar days prior written notice of the proposed assignment or transfer. Easement Holder may transfer its rights under this Agreement only to an entity or organization: (a) authorized to acquire and hold conservation easements pursuant to California Civil Code Section 815.3 and California Government Code Section 65967 (and any successor or other provisions then applicable), or the laws of the United States; and (b) otherwise reasonably acceptable to the Third-Party Beneficiaries. Easement Holder shall require the transferee to record the conveyance in the Official Records of the County where the Easement Area is located. The failure of Easement Holder to perform any act provided in this section shall not impair the validity of this Agreement or limit its enforcement in any way. Any transfer under this section shall be subject to the requirements of Section 15 below.

15. Transfer of Easement Area. Landowner agrees to incorporate the terms of this Agreement by reference in any deed or other legal instrument by which Landowner divests itself of any interest in all or any portion of the Easement Area, including, without limitation, a leasehold interest. Landowner further agrees to give written notice to Easement Holder and the Third-Party Beneficiaries of the intent to transfer any interest at least thirty (60) calendar days prior to the date of Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
13 such transfer. Easement Holder and the Third-Party Beneficiaries shall have the right to prevent transfers in which prospective subsequent claimants or transferees are not given notice of the covenants, terms, conditions and restrictions of this Agreement. The failure of Landowner to perform any act provided in this section shall not impair the validity of this Agreement or limit its enforceability in any way. Any successor in interest of Landowner, by acceptance of a deed, lease, or other document purporting to convey an interest in the Easement Area, shall be deemed to have consented to, reaffirmed and agreed to be bound by all of the terms, covenants, restrictions, and conditions of this Agreement.

16. Assignment. Easement Holder may assign its rights and obligations under this Agreement only to an entity or organization: (a) authorized to acquire and hold conservation easements pursuant to California Civil Code Section 815.3 and California Government Code Section 65967 (and any successor or other provisions then applicable), or the laws of the United States; and (b) otherwise acceptable to the Third-Party Beneficiaries and Landowner.

17. Notices.

(a) Any notice, demand, request, consent, approval, or communication that Landowner, Easement Holder, or any Third-Party Beneficiary desires or is required to give to the others shall be in writing and be served personally or sent by recognized overnight courier that guarantees next-day delivery or by first class mail, postage fully prepaid, addressed as follows:

To Landowner: City of San Jose
Environmental Services Department
Attn: Department Director
200 E. Santa Clara Street, 10
th Floor
San Jose, CA 95113

City of Santa Clara
Department of Water and Sewer Utilities
Attn: Department Director
1500 Warburton Avenue
Santa Clara, CA 95050

To Easement Holder: Santa Clara Valley Habitat Agency
535 Alkire Avenue, Suite 100
Morgan Hill, CA 94037
Attn: Executive Officer

To Implementing Entity: Santa Clara Valley Habitat Agency 535 Alkire Avenue, Suite 100
Morgan Hill, CA 94037
Attn: Executive Officer

To USFWS: United States Fish and Wildlife Service
Sacramento Fish and Wildlife Office
Coast-Bay Division
2800 Cottage Way, Room W-2605
Sacramento, CA 95825
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
14 Attn: Coast-Bay Division Chief

To DFG: California Department of Fish and Wildlife
Bay Delta Region
7329 Silverado Trail
Napa, CA 94558
Attn: Regional Manager

With a copy to: California Department of Fish and Wildlife Office of the General Counsel
1416 Ninth Street, 12th Floor
Sacramento, California 95814-2090
Attn: General Counsel

or to such other address as a party shall designate by written notice to the others. Notice shall be deemed effective upon delivery in the case of personal delivery or delivery by overnight courier or, in the case of delivery by first class mail, five (5) calendar days after deposit into the United States mail.

(b) Coordinating Communication. Communication related to advance notice and approval for property access by Easement Holder for the purpose of carrying out actions as outlined in the Management Plan may be provided and responded to electronically. Easement Holder’s request to access the property shall be provided with enough advanced notice for Landowner to reasonably review the request.

18. Amendment. This Agreement may not be amended, modified or otherwise changed in any manner, except by a written amendment executed by the parties hereto, or their successors in interest, it being understood that no easement holder or landowner will ever be obligated to negotiate or enter into any such amendment; and no discretionary approval that this Agreement may allow to be made from time to time by a party will operate to amend or modify any of the terms of this Agreement to any extent or in any manner, except when the amendment or modification is to the Management Plan and consistent with Conservation Values determined by Wildlife Agencies in Exhibit C. Any such amendment shall be subject to the prior written consent of the Third-Party Beneficiaries; any amendment made without such consent is void and without effect. Any such amendment shall be consistent with the purposes of the Conservation Easement and shall not affect the perpetual duration of the Conservation Easement. Any such amendment must refer to this Agreement by reference to its recordation data, and must be recorded in the Official Records of the County where the Easement Area is located.

19. Merger. The doctrine of merger shall not operate to extinguish the Conservation Easement if the Conservation Easement and the Easement Area become vested in the same party. If, despite this intent, the doctrine of merger applies to extinguish the Conservation Easement then, a replacement conservation easement, with a new Easement Holder identified by the Implementing Entity and approved by the Third-Party Beneficiaries, containing the same protections embodied in this Agreement shall be recorded against the Easement Area.

20. No Hazardous Materials Liability. Landowner represents and warrants that, after reasonable review of Landowner’s records as of the date of this Agreement, Landowner has no knowledge or notice of any Hazardous Materials (as defined below) or underground storage tanks Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
15 existing, generated, treated, stored, used, released, disposed of, deposited or abandoned in, on, under, or from the Easement Area, or transported to or from or affecting the Easement Area except as disclosed in the Phase 1 Environmental Site Assessment for the 200 Acre Regional Wastewater Facility Bufferland, San Jose, California. The parties further represent and warrant that each party shall comply with all Environmental Laws (as defined below) in using the Easement Area and that all parties shall keep the Easement Area free of any material environmental defect, including, without limitation, contamination from Hazardous Materials (as defined below). Without limiting the obligations of Landowner under this Agreement, Landowner hereby releases and agrees to indemnify, protect and hold harmless the Easement Holder Indemnified Parties (as defined in Section 11(a)) from and against any and all Claims (as defined in Section 11(a)) arising from or connected with any Hazardous Materials or underground storage tanks present, alleged to be present, or otherwise associated with the Easement Area at any time, except any Hazardous Materials placed, disposed or released by Easement Holder Indemnified Parties, or their employees or agents.

Easement Holder Indemnified Parties, or their employees or agents, shall be responsible for any such placement, disposition, or release of any Hazardous Materials and Landowner may seek all remedies available under law to address, abate, mitigate or otherwise sure any damage caused by the responsible party(ies), This release and indemnification includes, without limitation, Claims for (a) injury to or death of any person or physical damage to any Easement Area; and (b) the violation or alleged violation of, or other failure to comply with, any Environmental Laws (as defined below).

If any action or proceeding is brought against any of the Easement Holder Indemnified Parties because of any such Claim, Landowner shall, at the election of and upon written notice, defend such action or proceeding by counsel reasonably acceptable to the Easement Holder Indemnified Party.

Parties do not intend this Agreement to be, and this Agreement shall not be, construed such that it creates in or gives to Easement Holder or the Third-Party Beneficiaries the following, except subsections (a), (b), and (c) shall apply if the Hazardous Materials are placed, disposed, or released by Easement Holder or Easement Holder Indemnified Parties:

(a) The obligations or liability of an "Landowner" or "operator," as those terms are defined and used in Environmental Laws (as defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.; hereinafter, "CERCLA"); or

(b) The obligations or liabilities of a person described in 42 U.S.C.

Section 9607(a)(3) or (4); or

(c) The obligations of a responsible person under any applicable Environmental Laws; or

(d) The right to investigate and remediate any Hazardous Materials associated with the Easement Area; or

(e) Any control over Landowner's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Easement Area.

The term “Hazardous Materials” includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by-products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Resource Conservation and Recovery Act of 1976 (42 U.S.C.

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
16 Section 6901 et seq.; hereinafter “RCRA”); the Hazardous Materials Transportation Act (49 U.S.C.

Section 6901 et seq.; hereinafter “HTA”); the Hazardous Waste Control Law (California Health & Safety Code Section 25100 et seq.; hereinafter “HCL”); the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.; hereinafter “HAS”), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable Environmental Laws now in effect or enacted after the date of this Agreement.

The term “Environmental Laws” includes, without limitation, CERCLA, RCRA, HTA, HCL, HSA, and any other federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials.

21. Representations and Warranties. Landowner hereby makes the following representations and warranties for the benefit of Easement Holder and the Third-Party Beneficiaries:

(a) Authority. Landowner has good and sufficient title to the Easement Area (including all appurtenances thereto, including, without limitation, [all minerals and mineral rights and all water and water rights], and Landowner has full right and authority to enter into this Agreement and convey the Conservation Easement to Easement Holder. There are no monetary liens and encumbrances recorded against the Easement Area except as expressly identified in Exhibit E.

All deeds of trust and mortgages, if any, recorded against the Easement Area/Property, or any portion thereof, are and shall continue to be subordinated to this Conservation Easement, excepting any encumbrances or covenants related to public financing in support of the operation or capital improvement of the RWF; documentation of such subordinations is contained in Exhibit E.

(b) Compliance with Laws. Landowner has not received notice of, and has no knowledge of, any material violation of any federal, state, county or other governmental or quasi- governmental statute, ordinance, regulation, law or administrative or judicial order with respect to the Easement Area except as disclosed in the Report.

(c) No Litigation. There is no undisclosed action, suit or proceeding which is pending or threatened against the Easement Area or any portion thereof relating to or arising out of the Landownership or use of the Easement Area, or any portion thereof, in any court or in any federal, state, county, or municipal department, commission, board, bureau, agency or other governmental instrumentality.

22. General Provisions.

(a) Controlling Law; Jurisdiction; Venue. The interpretation and performance of this Agreement shall be governed by the laws of the State of California, disregarding the conflicts of law principles of such state, and by applicable federal law. Any suit, mediation, arbitration, litigation, hearing or proceeding relating to this Agreement shall be brought only in Santa Clara County, California.

(b) Liberal Construction. It is the intent of this Agreement to preserve the condition of the Easement Area and each of the Conservation Values protected herein, notwithstanding economic or other hardship or changes in circumstances or conditions. The provisions of this Agreement shall be liberally construed to effectuate the purposes of the Conservation Easement and to allow Landowner’s use and enjoyment of the Easement Area to the Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
17 extent consistent with such purposes. Liberal construction is expressly required for purposes of effectuating this Agreement in perpetuity, notwithstanding changed conditions of any kind. The Conservation Easement created by this Agreement is the intended best and most productive use of the Easement Area. No remedy or election given by any provision in this Agreement shall be deemed exclusive unless so indicated, but it shall, wherever possible, be cumulative with all other remedies at law or in equity. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that no rule of construction that ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of any use and zoning restrictions of the State of California, the County of Santa Clara, or any other governmental entity with jurisdiction, the more restrictive provisions shall apply. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this Agreement that would render the provision valid shall be favored over any interpretation that would render it invalid.

(c) Meet and Confer. In the event either party determines there is a need to meet and confer to resolve any discrepancy of findings related to, or to validate or determine compliance with, this Conservation Easement, then authorized representatives from all affected parties will act in good faith to meet and confer in order to resolve the discrepancy or issue in a timely manner, before any additional adverse action, finding or litigation is pursued.

(d) Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Agreement, such action shall not affect the remainder of this Agreement.

If a court of competent jurisdiction voids or invalidates the application of any provision of this Agreement to a person or circumstance, such action shall not affect the application of the provision to other persons or circumstances.

(e) Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to this Agreement and supersedes all prior discussions, negotiations, understandings, or agreements relating to this Agreement. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment in accordance with Section

18. (f) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Landowner's title, rights or interest in or to the Easement Area in whole or in part, in any respect.

(g) Successors. The covenants, terms, conditions, and restrictions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall constitute a servitude running in perpetuity with the Easement Area.

(h) Termination of Rights and Obligations. A party's rights and obligations under this Agreement terminate upon transfer of the party's interest in the Agreement, except that liability for acts or omissions occurring prior to transfer shall survive transfer.

(i) Captions and Headings. The captions and headings used in this Agreement have been inserted solely for convenience of reference and are not a part of this Agreement and shall have no effect upon its construction or interpretation.

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
18 (j) Additional Easements. Landowner shall not grant any additional easements, rights of way or other interests in the Property other than a security interest to finance the Plant Master Plan capital improvement program, or grant or otherwise abandon or relinquish any water right or agreement relating to the Easement Area, notwithstanding the specific uses and/or easement described in Exhibit D, without first obtaining the written consent of Easement Holder and the Third- Party Beneficiaries. Easement Holder and the Third-Party Beneficiaries may not unreasonably withhold such consent unless it determines that the proposed interest or transfer is inconsistent with the purposes of this Conservation Easement or will impair or interfere with the Conservation Values.

This section shall not prohibit transfer of a fee or leasehold interest in the Easement Area that is subject to this Agreement and complies with Section 14.

(k) Recording. Easement Holder shall record this Agreement in the Official Records of the county where the Easement Area/Property is located, and may re-record it at any time as Easement Holder deems necessary to preserve its rights hereunder.

(l) Counterparts. The parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
19 IN WITNESS WHEREOF Landowner and Easement Holder have executed this Agreement the day and year first above written.

LANDOWNER:

CITY OF SAN JOSE, a California municipal corporation

By:______________________________________
TONI J. TABER, CMC
City Clerk

CITY OF SANTA CLARA, a California municipal
corporation

By:______________________________________
Name: ___________________________________
Title: ____________________________________

EASEMENT HOLDER:

SANTA CLARA VALLEY HABITAT AGENCY, a
California Joint Powers Authority

By:______________________________________
Name: ___________________________________
Title: ____________________________________

EXHIBITS:

Exhibit A -- Legal Description of the Easement Area
Exhibit B -- Map of the Easement Area
Exhibit C -- Initial Conservation Values
Exhibit D -- Allowed Uses and Reservation of Easements Exhibit E -- Monetary Liens and Encumbrance s

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
A-1
Exhibit A
Legal Description of the Easement Area

EXHIBIT "A11

LEGAL DESCRIPTION
All the property situate in the City of San Jose, County of Santa Clara, State of California, being a portion of the lands shown on Record of Survey filed in Book 629 of Maps at Pages 27 & 28, on August 1, 1991, Official Records of Santa Clara County, also as shown on Record of Survey filed in Book 545 of Maps at Page 44, on July 1, 1985 , Official Records of Santa Clara County (henceforth RS 1), and also as shown on Record of Survey filed in Book 651 of Maps at Pages 25- 27, on October 21, 1993, Official Records of Santa Clara County (henceforth RS 2), and shown on Record of Survey filed in Book 445 of Maps at Pages 31 & 32, on July 12, 1979, Official Records of Santa Clara County more particularly described as follows:

BEGINNING at the most easterly corner of Parcel 1, as shown on that Parcel Map filed in Book 535 of Maps at Pages 52 & 53, on November 2, 1984, Official Records of Santa Clara County, being South 42°20'35" East, 629.08 feet from the most easterly corner of Parcel 10 as shown on the Parcel Map Filed in Book 741 of Maps at Pages 8, on August 6, 2001, Official Records of Santa Clara County; thence along the north easterly lines of said Parcel 1 and said parcel 10 the following 5 courses:

1. North 42°20'35" West, 1,816.09;

2. North 10°20'58" East, 164. 72 feet ;

3. North 38°35'48" West, 505.83 feet, (henceforth L2 as shown on the Exhibit B);

4. North 49°16'05" East, 13.95 feet;

5. North 42°35' 43" West, 2. 51 feet;
thence leaving the easterly line of said Parcel 10, North 49°10'57" East, 55.46 feet; thence North 36°41'08" West, 12.78 feet;
thence North 57°35'05" East, 164.28 feet to the beginning of a tangent curve, concave to the south having a radius of 100.00 feet;
thence easterly along said curve an arc distance of 68.97 feet through a central angle of 39°31'01" to a line lying 0.37 feet southwest of and parallel with the southwesterly Right of Way of Los Esteros Road

50.00 feet wide as shown on RS 1;
thence along said parallel line, South 82°53'54" East, 850 .35 feet; thence leaving said parallel line, South 77°49'20'' East, 26.44 feet to the beginning of a tangent curve, concave to the southwest having a radius of 150 feet;
thence southeasterly along said curve an arc distance of 37.02 feet through a central angle of 14°08'27";

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
A-2

thence South 63°40 '53" East, 39.84 feet; thence North 51 °57'13 " East, 16.49 feet; thence North 89°49'00" East, 90.94 feet to a line lying 0.37 feet southwest of the and parallel with the southwesterly Right of Way of said Los Esteros Road;
thence along said parallel line, South 82°53'54" East, 1357.15 feet ; thence leaving said parallel line, South 36°20'57" East 417.55 feet ; thence North 54°35'33" East, 240.98 feet;
thence South 35°32' 14", East 263.55 feet;
thence South 07°56 ' 29" East, 867. 75 feet;
thence South 89°22 '45" West , 1147.82 feet;
thence South 01 °38'27" West, 334.96 feet to the easterly prolon gation of the south line of that City of San Jose Parcel as described in Book 1871 page 435, Official records, and shown on tha t Record of Survey RS 2;
the nce along the prolon gation of said southerly line, North 88°59 '09" West, 283.32 feet; thence leavin g said southerly line, South 07°04 '44" West, 360.86 feet ; the nce South 60°05'29" West 204.27 feet;
thence South 42°32 '10" West 248.68 feet ;
thence South 14°38'27" West 110.08 feet;
thence South 18°22'2 0" East 580. 27 feet ;
t hence South 53°54'08" East 301.88 feet;
thence South 88°49 '10" East 106.03 fe et;
thence South 01 °10' 50" West 858.00 feet;
t hence North 89°46'53" West 448 .03 feet, to the West line of the 61.326 acre parcel shown in the Record of Survey in Book 445 of Map s at Page 31, Santa Clara County Records ; the nce along sa id West line, North 01 °14' 02" East, 609.99 fee t, to a point on sa id line being 75.07 feet Sout h of the northeast corner of th e 17.937 acre parc el show n on last said Record of Survey; the nce lea ving sa id West line, North 44°45' 51" West , 107. 76 feet, to a point on the North line of sa id 1 7.937 acre parcel , sa id point bein g 77.51 feet west of said northeast corner ;

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
A-3

thence along said North line, North 88'55'28" West, 731.55 feet to the beginning of a tangent curve, concave to the north having a radius 270.00 feet;
thence westerly along said curve, an arc distance of 85.74 feet , through a central angle of 18'11'41" to a point of reverse curve, concave to the south having a radius of 330 feet; thence westerly along last said curve, an arc distance of 104.80 feet, through a central angle of 18'11'47", to the East line of Parcel 2 of the Parcel Map recorded in Book 523 of Maps, at Page 15 in said county;
thence along said East line and the northerly prolongation thereof, N01 '13'00"E, 1,020.67 feet to the easterly prolongation of the north line of Parcel 3 of last said Parcel Map; thence westerly along the prolongation of said north line, N89'18'01"W, 1401.03 feet, to the easterly line of Parcel 1 of that Parcel Map filed in Book 535 of Maps at Pages 52 & 53; thence along last said easterly line N01 '15'28"E, 416.17 feet to the POINT OF BEGINNING; TOGETHER WITH Parcel 10 as shown on the Parcel Map Filed in Book 741 of Maps at Pages 8-13 inclusive, Official Records of Santa Clara County.

EXCEPTING FROM said Parcel 10, any portion lying Northeasterly of the prolongation of line L2 as shown on Exhibit B.

Containing 201.66 acres.

Distances shown hereon are GRID distances. To obtain Ground distances multiplying GRID distances by

1.00004988.

A PLAT OF THE ABOVE DESCRIBED AREA IS ATTACHED HERETO AS EXHIBIT "B" AND BY THIS REFERENCE MADE A PART HEREOF.

END DESCRIPTION
This real property description has been prepared by me, or under my direction, in conformance with the requirements of the Professional Land Surveyors' Act.

Stephen J. Pyle
Professional Land Surveyor
California No. 8385

April 21, 2022
Date
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
B-1
Exhibit B
Map of the Easement Area

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Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
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LINE TABLE
LINE# DIRECTION LENGTH
L1 N 10°20' 58"E 164.72'
L2 N38°35'48"W 505.83'
L3 N49°16'05"E 13.95'
L4 N42°35'43"W 2.51'
L5 N49°10'57"E 55.46'
L6 N36°41'08"W 12.78'
L7 N57°35'05"E 164.28'
L8 S82°53 '54"E 850.35'
L9 S77°49'20"E 26.44'
L10 S63°40'53"E 39.84'
L11 N51°57' 13"E 16.49'
L12 N89° 49'00"E 90 .94'
L13 S36°20'57"E 41 7.55'
L14 N54°35'33"E 240 .98'
L15 S35°32' 14"E 263 .55'
L16 s0 1°38'27''W 334.96'
L17 N88°59'09"W 283 .32'
L18 S07°04'44"W 360 .86'
L19 S60°05 '29"W 204.27'
L20 S42°32' 1 0"W 248 .68'

ABBREVIATIONS

BLVD BOULEVARD

BK BOOK

DR DRIVE

PG PAGE

PKWY PARKWAY

PM PARCEL MAP

POB POINT OF BEGINNING

POC POINT OF COMMENCEMENT

RD ROAD

LINE TABLE
LINE# DIRECTION L ENGT H
L2 1 S 14°38'27"W 110.08'
L22 S 18°22'20" E 580.27'
L23 S53°54'08" E 30 1.88'
L24 S88°49 '10"E 1 06.03'
L25 S01°10'50"W 858.00'
L26 N89°46 '53"W 4 48.03'
L27 N 0 1° 14'02" E 609.99 '
L28 N44°45'51"W 1 07.76'
L29 N88°55'28"W 73 1.55'
L30 N01° 15'28" E 4 16. 17'

CURVE TABLE
CURVE# RADIUS DELTA LENGTH
C 1 100.00' 39°3 r o1" 68.97'
C2 150.00' 1 4°08'27" 37.02'
C3 270.00' 18° 11'41" 85.74'
C4 330.00' 18° 11'47" 104.80 '
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DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO

OBTAIN GROUND DISTANCES MULTIPLY GRID DISTANCES
BY 1.00004988.
------------------------------------------~ PLAT TO ACCOMPANY DESCRIPTION 2 t0 1165 Scenic Drive, Suite A
'.? Modesto, CA 95350 SCALE: NONE DATE: 2022 - 04- 21 Of -g E N G l N EE R l N G odellengin eering.com JOB NO.: 36830 2 / :;.: _____________________ F_IL_E_: ---3-68_3_0_- _BN_D_Y_- o_w_L_ H_A_B_ITA_T_.o_w_G _____ _ Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
C-1
Exhibit C
Initial Conservation Values

In accordance with Habitat Plan Section 8.6.3, this Exhibit C will set forth those land-cover types and covered species habitat described in Habitat Plan Chapter 3 that are present on the Easement Area. Section 8.6.3 also requires the Conservation Easement to either include or incorporate by reference the initial pre-acquisition assessment of covered species and natural communities present.

An initial pre-acquisition survey was prepared and is summarized in this Exhibit.

The San José-Santa Clara Regional Wastewater Facility (RWF) Buffer lands Preserve (Easement Area) is part of the San José-Santa Clara Regional Wastewater Facility. The RWF occupies a 2,600-acre site located at the southern edge of San Francisco Bay in North San José, and the buffer lands provide a buffer for the adjacent land uses from potential odors and safety hazards due to the Facility operations. The Easement Area includes 200 acres within the buffer lands area identified as “Owl Habitat” in The Plant Master Plan (adopted by the City of San José in 2013) and the Cisco Mitigation Site. It is comprised of mainly grasslands east and west of Zanker Road and south of the facility itself.

The Easement Area is targeted for Reserve System enrollment because it provides a unique conservation value—one of five occupied western burrowing owl breeding sites in the permit area. It is the first breeding burrowing owl site to be enrolled in the Reserve System and represents 33% (200 of 600 acres) of the occupied nesting habitat requirement. It is located within Conservation Analysis Zone Guadalupe-3 and North San José/Bay lands Burrowing Owl Conservation Region. It is one of 5 breeding burrowing owl sites in this region, where all the remaining colonies are located south of San Francisco Bay.

Enrollment of this site contributes to Habitat Plan conservation action LAND-G6 “Acquire, obtain easements, or retain management agreements on burrowing owl nesting habitat within 2 miles the San José Water Pollution Control Plant Buffer lands, north of Highway 237”.

The Easement Area supports seasonal wetland (approx. 4.9 acres), freshwater marsh (approx. 5.4 acres) and annual grassland (approx. 190.6 acres) land cover types. The vast majority of the site is open grasslands vegetated with non-native grasses and plants such as the thistle (Carduus spp.). The Congdon’s Tarplant (Centromadia parryi ssp. Congdonii), a plant listed as rare by the California Native Plant Society, is also present at the site.

The entire Easement Area is considered occupied burrowing owl breeding habitat and provides modeled habitat for California red-legged frog (51 acres), tricolored blackbird (57 acres), and western pond turtle.

The Easement Area and adjacent buffer lands have had documented breeding burrowing owls on site since data collection began in 1996. The number of adult owls historically fluctuating between 2 and 20 adults observed during the breeding season. In 2016 the number of breeding season adults was the highest recorded, with 25 adults (up from 20 in 2015) observed and 12 successful nesting pairs which fledged 58 chicks. A total of 18 active burrows were found to contain evidence of owl activity: 13 burrows were designated as nest locations and five satellite burrows were identified as burrows for escape from disturbance or used during chick dispersal. Six nesting attempts occurred in artificial burrows and seven nesting attempts occurred in natural burrows. The vegetation management activities allowed under the Management Plan, and the abundance of adjacent foraging habitat has improved conditions for owls over the last few years. In 2018, nine breeding pairs were present with 7 successful pairs that fledged 22 chicks. In 2019, 12 adults were observed, 5 breeding pairs were present with 4 successful pairs that fledged 21 chicks. In 2020, 12 adults were observed, as well as 9 chicks.

Management onsite will focus on those actions that benefit the burrowing owl. Long term habitat Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
C-2
management will be required to maintain proper vegetation height, exclude predators, coordinate trapping efforts, and perform wildlife surveys. Mowing and wire trimming around active burrows will keep vegetation low within a 30-foot radius. Invasive plants may be managed under the Management Plan to benefit the owls and maintain prey base. Perimeter fencing, low perches, and natural and artificial burrows will be installed, repaired, or maintained. Prey refugia (e.g., rock piles, brush piles, and vegetated mounds) will be installed and maintained as necessary. As necessary, predators will be managed on site.

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
D-1
Exhibit D
Allowed Uses and Reservation of Easements

Landowner shall have the right to maintain, repair, reasonably enlarge, and reasonably replace the improvements that exist on the Easement Area and which are acknowledged in this Conservation Easement, in the same or different locations, provided that Landowner shall first obtain Easement Holder’s and Wildlife Agencies prior written approval for any enlargement, relocation or replacement. Said approval shall not be unreasonably withheld, conditioned, or delayed but in no event shall that approval be granted if said enlargement or replacement would impair or diminish the Conservation Values of the Easement Area. Notwithstanding the foregoing, (i) maintenance, repair, enlargement and replacement of improvements authorized in the Management Plan may be undertaken without additional Easement Holder or Wildlife Agency approval, and (ii) existing fences may be repaired and replaced for purposes of reasonable and customary management of the property and wildlife, without further permission of Easement Holder or Wildlife Agencies; provided, all repair, and replacements shall be, designed and installed to protect, and not impair, the Conservation Values of the Easement Area/Property, including, but not limited to, wildlife corridors.

Water Resources:

Landowner may maintain such surface water resources on the Easement Area as are noted in the terms and conditions of this Conservation Easement and the Management Plan. Landowner may only develop new or enhance existing surface water resources with the prior written approval of Easement Holder and Wildlife Agencies which approval shall not be unreasonably withheld, conditioned, or unreasonably delayed, and then only if said development is necessary to enhance, restore, create, preserve, or protect the Conservation Values of this Conservation Easement, and the development does not impair the Conservation Values of this Conservation Easement and that such development is consistent with State Water Law.

Operational Resources:

Landowner shall have the right to reasonably enlarge, reasonably replace or remove equipment, facilities, installations and general RWF and collection systems infrastructure that exist on the Easement Area, in the same or different locations, with prior written approval of Easement Holder, which approval shall not be unreasonably withheld, conditioned, or unreasonably delayed, and then only if said enlargement, replacement or removal is necessary to maintain the operation of the RWF and collection systems. Landowner will notify Easement Holder and Wildlife Agencies for any enlargement, relocation or replacement. In addition, the following activities shall be considered Allowed Uses and may occur without additional Easement holder approval:

• driving and walking on approved roads and paths,
• access to maintain and repair underground pipelines, including but not limited to three active utility lines, one recycled-water line and three raw sewage lines, • staging and access for construction activities related to repair and maintenance of existing infrastructure,
• access to repair fencing,
• PG&E tower repair and maintenance,
• Santa Clara County Vector Control (Vector Control) for mosquito abatement, Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
D-2
• rail spur maintenance and repair, and
• wildlife rescue and transportation.

Storm Drain Easement:

Landowner shall reserve from the Easement Area a storm water drain easement, as generally described below, for the use and benefit of the RWF and other properties in the immediate vicinity. Note that this storm water drain easement is specifically excluded from the Easement Area and the no credits shall be given for the acreage reserved from the Easement Area. The Parties agree, without future consideration, to execute and deliver other such documents and take such other action as may be reasonably requested by the other Party to consummate the recoding of the storm drain easement as described herein. For the avoidance of doubt, no obligations contained herein commit any Party to commit any actions related to their regulatory functions.

The location of the reserved storm drainage easement is depicted in the map attached below. The total area of the reserved storm drain easement shall be no greater than 33,900 square feet, the width of the easement shall be no greater than thirty-five (35) feet, and the storm drain itself shall approximately thirty-six (36) inches and shall be buried underground at a depth of approximately ten (10) feet. However, the exact size and corresponding legal description of the storm drainage easement itself is not presently fixed and the Parties agree to enter into an easement agreement for the purposes of a storm drain in conformance with the location and maximum area described in this Exhibit.

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
D-3

I
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OWL HABITAT

DEPARTMENT OF PUBLIC WORKS
;)) ~~ f /~~~~~~~x :,_.,._, - ~:;=,,~• ~ SA CAL~N~ ~~
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-1
Exhibit E
Monetary Liens and Encumbrances

CL TA GUARA NTEE FORM NO_ 28 (06-05-14) CONDIT ION OF TIITLE GUARANT EE North American Title Insurance Company
Guara ntee No.: 546 D6-20-0D259-D1
Date of Guarantee: Septem ber 15, 2D22 at 12:00 AM
Update/Am ended: September 21, 202 2

SCHEDULE A

1. Name of Assured: City of San Jose
Amount of Liability: $2,500. DO
Fee: $5D0.0 D

2. The estate or interest in lhe Land which is covered by this Guarantee is:

Fee Simple

3. The Land referred to in this Guarantee is des cribed as fa lows :

See "Exh ibit A" atta ched hereto and made a part hereof.

4. ASS URANCES:

Acconfng to the Public Records as of lhe Date of Guarantee, a_ r ~le to the estate or interest in the Land is vested ,in:

City of San Jo~ , a Municipal Corporation
b_ ! Ille to the estate or interest is subject to defects, liens or encumbrances shown in Schedule B which are not neces sa rily shown in the order of the-ir priority.

DOMA TITLE OF CALIFORNIA, INC_
By
By: ___________ _
Autho rize d Officer or Agent
CLTA Guarantee F-onn No. 6 (06-05--14) Condition of Trtle Guarantee Schedule A
North American nue lnsurence c ompany
Emilio Fema ndl'.o2
Pr.fiid•nl
INATIC
Fam : S.GU.20I Q
54606-20-0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-2

CL TA GUARANTEE FORM NO. 28 (06-05-1 4) CONDI TION OF TIITLE GUARANTEE North American Title Insurance Company
Gua rantee No.: 54606 -2~0259-01
Date of Guaran tee: September 15, 2022 at 12:00 AM
Upd ate/Am ended: September 21, 202 2

SCHEDULE B
Amount of Liability: $2,500 .00
Fee: SS00.0 0

1. General and spec ial taxes and assessm ents for the lisca l yea r 2022-20 23, a lien not yet due or payable.

2. General and Spe0ial Taxes and assessments for fiscal year 202 1 - 2022 are showr, as not being ass essed.

3. The tien of su pplemental taxes, if any, assessed pursua nt to Cha pter 3.5 comm encing with Section 75 of the California Rev enue and Taxation Cod e.

4. Any clii"m that any portion of the land is or was fo~merty tidelands w ithin the bed of any tidal slough .

5. Any claim that any portion of the land is tidelands below the line of natural low tide where ~ was localed prior to any artificial chang es in the shore line.

6. Any rights, interests or easements in favor of !he public which exist or are 0Ia·med to exist over any portion of said land cov ered by wat er.

7. Any increase or decrease in the area of the land and any adverse olaim to any portion of the lland which has been created by or caused by accret ion or retiction, wtie ther natura l or artificial; and the effect of the gain or loss of area by accre tion or re iction upon the mark etability of the title of !he land.

8. Any eas ement for wat er cours e over that portion of land lying within Artesian Slough and any cha nges in the boundary tines of the premises that have occurr ed or may hereafter occu r trom natural causes arxl by imperceptible degrees, together with any rights and easement s for navigation and lish ery wti ich may exist over that portion of said land lying beneath the wa ters .

9. Rights of the publlc in and to that portion of the land lying within Alvi so-M"lpitas Roa d also known as Route 237 or any othe r street, road , highway , trail or pattlway

10. An easem ent for sewer and drainage and inciderital purposes ·n lhe document recorded Septem ber 26, 1887 in Book 9 5 of Deeds, Page 493
Terms and provisions conta ined in the above docume nt.

11. An easeme nt for sewer and drainage and incideri tal purposes ·n the document recorded Septen1ber 26, 1887 in Book 9 5 of Deeds, Page 500
Terms and provis ions conta ined in the above document.

12. An easement for sew er and drainage and inciderital purposes ·n the document reco rded July 16, 1889 in Book 11 7 of Deeds, Page 552
Terms and provisions conta ined in the above document.

13. An easem ent shown or dedicated on the map filed or reoo rded December 31, 1894 as Book f , Page 3 5 of Maps
fo r: Outlet sewer and dltches and incidenta l pull) oses.

CLTA Guaran1ee fonn ~ o. 6 ( □6 -ll<i- 1 4 ) Condition o! Trtle Guarantee Schedule 8
FClffll: S.GU.20 1Q
546Q6s2CJ-0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-3

SCHEDULE 8
(Continued)

14. An easemen t for public road and incidental purposes in Ille documeri t reco rded Novembe r 15, 1920 in Book 527 of Deeds, Page 108

15. An easemen t for drainage ditches and incidental purposes in the document reco rded Decembe r 22, 1921 in Book 548 of Deeds, Page 3
Terms and prnvis ions contained in the above document.

16. An easemen t for poles, towers and lines and incidental purpos es, recorded February 18, 1926 asfin Boo k 215_, Page 325, Offic ial Reco rds.

In Favor of: Pac.ific Gas and Electric Co mpany
Affects : A portion of said land as desc ribed therein
Terms and provis ions contained in the above document.

17. An easemen t for a single ~ne of poles together with the right of ingress and egress and incidental purposes, recorde d January 22, 193 1 as/ in Book 554, Page 37, Official Reco rds.

In Favor of: Pacific Gas and Electric Company
Affects : A -portion of said land as desc.ribed therein Terms and provis ions conta ined in the above document.

18. An ease ment for Roa d and ·ncidenlal purposes in the document reco rded February 6, 1938 asJin Book 864, Page 470 , Offic ial Records.

Terms and provisions contained in the above document.

19. An easemen t for guy stubs and anc hors and inc,idental purposes , reco rded Marcil 21, 1938 as/ in Book 864, Page 521, Official Records.

In Favor of: Pacific Gas and Electric Company
Affec ts : A ·portion of said land as desc ribed therein

20. An easem ent for Roa d and incidental purposes in the document reco rded March 16, 1938 as/in Book 866 ,

Terms and prnvis ions contained in the above docume nt.

21. An easemen t for a single ~ne of poles and incidental purposes, recorded March 21, 1938 asfin Book 871,

In Favor of: Pacific Gas and Electric Co mpany
Affects : A ·portion of said land as desc ribed therein

22. An easemen t for a single ~ne of poles and incidental purposes, recorded Decem ber 1, 1939 as/in Instrument No. 175944 in Book 964, Page 16, Official Records.

In Favor of: Pacific Agricultural Fo undation
Affec ts: A ·portion of said land as desc ribed therein Terms and provis ions contained in the above document.

CLTA Guaran1ee fonn ~ o. 6 ( □6 -ll<i- 1 4 ) Condition o! Trtle Guarantee Schedule 8
FClffll: S.GU.201Q
546 □6-2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-4

SCHEDULE 8
(Continued)

23. An easement for a s·ngle ~ne of poles and incidental purposes , recorded Decem ber 1, 1939 as/in Instrume nt No. 175945 in Book 964 , Page 16, Official Records.

In favor of: Pacific Agricultural fo undation, Lid., a CaMom ia corporation Affeots : A -portion of said land as described therein
Terms and provisions corla ined in the above docum ent.

24. An easemen t for drainage ditches and the right of ingress and egress and inc iderila l purposes , reco rded Decem ber 19, 1946 aslin Book 1409 , Page 333 , Officia l Records.

In favor of: San Jose Abstract & Title Insurance Co.

Affeots : A portion of said land as desc ribed therein

25. An easeme nt for undergroun d corduil s, pipes, manholes, wires, cables, fixtures and a right of ingress and egress and incidental purposes , recorded Octobe r 13, 19-50 as/in Book 2073_, Page 379 , Official Records.

In favor of: Pacific Telephone and Te-legra ph Co.

Affe ols: A -portion of said land as described therein
Terms and provisions corla ined in the above document.

26. An easement for sewer lines and incidental purposes in ttte document reco rded January 17, 1957 as/in Book 3708 , Page 500, Official Reoords.

27. An easeme nt for sewer lines and incidental purposes in the docum ent reco rded January 17, 1957 as/in Book 3708 , Page 502, Offic ial Reoords.

28. An easement for s,ewer lines and incidental purposes in the docum ent recorde d October 1, 1957 as/ in Book 3902 , Page 230, Offic ial Reoords.

29. An easemen t for outfaD sewe r and a right to enter and incidental purposes in the document recorded May 6, 1958 as/in Book 4067 , Page 717, Official Reco rds.

Tem1s and provis ions corta ined in the above document.

30. An easem ent for pipe line and incidental purposes , reco rded Ap ril 30, 1965 as/in Book 6940 , Page 732 , Official Reco rds.

In favor of: Pacific Gas and Electric Company
Affeots : A portion of said land as desc ribed therein

31. The effect of a map purporting lo show the land and other property, filed May 31 , 1967 in Book 223 , Page 18 of Surveys.

32. An easement for line of poles and a right of ingress and egress and incidental purposes, reco rded Augu st 20, 1970 as/in Book 9027, Page 253, Offic ial Records.

In favor of: Pacific Gas and Electric Company
Affeots : A portio n of said land as desc ribed therein Terms and provis ions cor tained in the above document.

33. An easeme nt for sanitary sewe r p·pe line or lines and incidental purpos es in the docume nt recorded March 26 , 1971 as/in Instrum ent No. 3977018 in Book 9269, Page 526, Official Records.

CLTA Guaran1ee fonn ~ o. 6 ( □6 -ll<i- 1 4 ) Condition o! Trtle Guarantee Schedule 8
FClffll: S.GU.201Q
546 □6 - 2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-5

SCHEDULE 8
(Continued)
Terms and prnvis ions cootained in the above docume nl

34. Terms, provisions, covenants, restrictions and conditions oonlained in a document executed pursuant lo the California Land Conservation Aot of 1965 (Williamson Aot) and recorded document recorded Februa ry 27, 1974 as/in Instrume nt No. 4711494 in Book 0780, Page 143 of Official Records.

35. The terms and provisions contained in the document entitled • Department of the Army Permit • recorded November 9, 1976 as lnsb'ument No. 5464906 in Book C399, Page 636 of Official Records.

36. The effect of a map puJpOrting lo show the land and other property, filed February 22, 1979 in Book 435,

37. The effect of a map purporting lo show the land and other property, filed July 12, 1979 in Book 445, Page 31 of Surveys.

38. The effect of a map puJpOrting to show the land and other property, filed August 25, 1980 in Book 4-69,

39. The effect of a map purporting lo show the land and other property, filed July 1, 1985 in Book 545, Page 44 of Surveys.

40. The effect of a map puJpOrting lo show the land and other property, filed Aug ust 1, 1991 in Book 629,

41. The effect of a map puJpOrting lo show the land and other property, filed October 21, 1993 in Book 651.,

42. The effect of a map purporting lo show the land and other property, filed Aug ust 16, 1994 in Book 658,

43. An easement for installation and maintenance of utilities and incidental purposes, ,recorded March 17, 1997 as/in Instrum ent No. 13641288, Official Reco rds .

In Favor of: The Stale of California
Affects: A portion of said land as desc ribed therein

44. The Tem, s, Provisions and Easem ent(s) cootained in the document entitled "Declaratio n of Covenants, Conditions, Reslri ctioos & Agreement" recorded April 28, 1998 as Instrument No. 14160979 of Offic -ial Reco rds.

45. The Tem, s, Provisions and Easement(s) cootained in the document entitled "Declaratio n of Covenants, Conditions, Reslri ctioos & Agreement" recorded July 28, 2000 as Instrument No. 1533600 1 of Official Reco rds.

46. An easeme nt for !he transmission of electric energy, communication purposes, ingress, egress and incidental purposes, recocded October 7, 2002 as/in Instrument No. 16523449 , Offioial Records.

In Favor of: Pacific Gas and Electric Co
Affects: A •portion of said land as desc.ribed therein
Terms and provisions cootained in the above documenl
CLTA Guaran1ee fonn ~ o. 6 ( □6 -ll<i-1 4 ) Condition o! Trtle Guarantee Schedule 8
FClffll: S.GU.201Q
546 □6-2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-6

CL TA GUARANTEE FORM NO. 28 (06-05-14) CONDITION OF TIITLE GUARANT EE North American Title Insurance Company

EXHIBIT A
Real Property in the unincorporated area of the County of Santa Clara, Slate of CaUfornia, described as follows:

PARC EL ONE:

BEGINNING AT A STAKE MARKED F.S. STANDING IN THE NORTH ERLY LINE OF THEALVlSOAND MILPITAS ROAD AND AT THE COMMO N CO RNER FOR LANDS OF A.E .. FARNEY, ET AL, ANO LANDS NOW OR FORM ER LY O F THE SAN JOSE SAFE DEPOS IT BANK OF SAVINGS (FORMER LY C. INGLESO N); THENCE RUNNIN G ALO NG TH E NORTHERLY LINE OF SAID ROAD , EAST 3.82 CHS., AND NORTH 73 3/4° EAST 3.69 CHS ., TO A 3" X 4" STAKE MARKED F.F. 1; THENCE LEAVING SA ID ROAD AND RUNNING

PARA LLEL TO THE LINE BETW EEN LANDS OF SAID FARNEY AND LANDS O F SAID SAN JOSE SAFE DEPOSIT BANK OF SAVINGS, NORTH 7 112" W EST 40.46 CHS. TO A 3" X 4" STAK E MARKED F.F. 2 STANDING IN THE FENCE LI NE BETWE EN LANDS O F SAID FARNEY, ET AL AND WM . ZANKER; THEN CE ALONG TH E LINE BETW EEN TH E LANDS O F SAID ZANKER AND FARNEY, ET AL, NORTH 89 3/4" W EST

8.80 112 CHS. TO
A 4• X 4" STAKE MARK ED F.Z. STA NDING IN THE CENTER OF A SLOUGH; THENCE ALONG TH E CENTERLINE OF SAID SLOUGH, SOUTH 48" 29' EAST 5.05 CHS., TO A 4" X 4" STAKE MARKED F .Z.. 5, SOUTH 4•· 29' W EST 2.05 CHS. TO A 4 " X 4" STAKE MARKED F.Z., SOUTH 56' 39' W EST 2.7 CHS., TO A4" X 4" STAKE MARKED F.Z. 3, SO UTH 7" 52' WEST 2.47 CHS. TO A 4" X 4" STAKE MARKED F.Z. 2, SOUTH 16" 21' EAST 1.44 CHS. TO A4" X 4" STAKE MARKED F.Z. ANO SOUT H 52' 51' EAST 1.74 CHS. TO A 4" X 4" STAKE MARKED F.Z..; TH ENCE LEAV ING SAID SLOUGH ANO RUNNING ON TH E LINE BETW EEN LANDS, NOW OR FORMERLY, OF WM . ZANKER AN D THE SAN JOS E SAFE DEPOSIT BANK OF SAVINGS ON THE WEST AN D LANDS O F A.E. FARNEY, ET AL, ON TH E EAST , SOUT H 7 112' EAST 29.63 CHS. TO THE PLACE OF BEGINN ING.

EXCEPTING TH EREFROM THA T PORT ION OF LAND CO NVEYED TO TH E STATE OF CALIFOR NIA IN THAT CERTAIN GRANT DEED RECORDED MARCH 17, 1997, INSTRUMENT 13641288.

ALSO, EXCEPTING THEREFROM ALL THAT PORTION O F LAND CONVEYED TO SANTA CLARA VALLEY TRA NSPORTATION AUTH ORITY IN THAT C ERTAIN Q UITCLAIM DEED RECORDED DECEMBER 31, 2020 AS INSTRUMENT NO. 24770326.

PARC EL TWO:

BEGINNING AT A STAKE MARKED B.1 IN TH E CENTERLINE O F TH E ROAD W HICH RUNS FROM ALVISO TO MILPITAS, SAID PO INT BEING DISTANT 20 CHS . W ESTERLY fROM TH E INTERSECT ION O F TH E

AFO RESAID CENTER LINE OF SAID ROAD W ITH THE PRO LONGED W EST LINE O F A PIECE OF LAND SOW BY O.J. BU RNETT TO ONE FAR NEY; AND RUNNING THENCE ALONG T HE CENTERLINE O F SAID ROA D, N. 89" 55' E. 20 CHS. TO THE INTERSECTION OF THE AFORESAID CENTER LINE OF SAID ROAD W IT H TH E PROLONGATION OF THE W EST LINE OF FARNEY'S LANO, FROM W HICH POINT THE S.W .

COR NER O F SAID FARNEY'S LAND BEARS N. 7 1/2' W . 51 LKS.; TH ENCE ALONG TH E AFORESAID WEST LINE OF FARN EY'S LANO, N. 7 1/3 ' W . 26.30 CHS . TO A S TAKE MARKED 8 .3; THEN CE W EST 23.70 CHS.

TO TH E CENTERLINE O F A SLOUGH W HICH CROSSES THE ALVISO ANO

MILPITAS ROAD NEAR TH E
CENTER OF TH E FIRST CO URSE; THENCE UP TH E CENTER OF SAID SLO UGH, S. 21 3/4' E. 7.38 CHS.

AND S. 55" 10' E. 5.35 CHS .; ANO THENCE SOUT H 16.21 CHS . TO TH E PLACE OF BEGINNING.

BE.I NG THE SAME PROPERTY WH ICH WAS CO NVEYED BY F.P. GW IN, TH E ADMINISTRATOR OF THE

ESTATE OF CARO LETTE BERRYESSA, DECEASED, TO CHARLES INGLESO N, BY DEED DATED CLTA Guaran1ee fonn ~ o. 6 ( □6 -ll <i- 1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.201Q
546 □6· 2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-7

EXHIBIT A
(Continued)
FEBRUARY 29, 1876 A ND NOW OF RECO RD IN U BER 41 OF DEEDS, PAGE 16, RECORDS OF SANTA CLARA COUNT Y.

PARC EL THREE.:

BEGINNING AT A POINT IN TH E NORTH LINE OF TH E ALVISO AND M ILPITAS ROAD AT TH E COMMO N COR NER O F THAT CERTAIN TRACT OF LAND CONVEYED BY ANDRES J_ PITMAN, ET UX, TO C HA RLES MCKIERNAN, ET AL, BY DEED DATED SEPTEM BER 5, 1887, RECORDED IN BOOK 97 O F DEEDS, AT PAGE 322, RECORDS OF SANTA C LARA CO UNT Y, CALIFORNIA; AND THAT CERTAIN TRACT OF LAND CONVEYED BY SAN JOSE SAFE DEPOSIT BAN K OF SAVINGS, A C ORPORA TlON, TO NELLIE D.

SHEARER, BY DEED RECORDED IN BOOK 219 O F DEEDS, PAGE 427, RECORDS O F SAID CO UNT Y; TH ENCE NORTH ALONG SAID LINE, 1039 .SO FEET TO TH E CENTER O F A SLOUGH; TH ENCE FOLLOW ING

TH E CENTERLINE OF SAID SLOUGH, DOW N TH E STREAM TO THE POINT OF INTERSECTION TH EREO F W ITH TH E SOUTHERLY U NE OF THAT CERTAIN PARCEL OF LAND CO NVEYED BY BIRGER E.

W ILLIAMSON AND H ULDA M. W ILLIAMSON, HIS W IFE, TO CIT Y OF SAN JOSE, A M UNICIPAL COR PORATION, BY DEED DATED OCTO BER 26, 1949 AND RECORDED NOVEMBER 4, 1949 IN BOOK 187 1 OF OFFICIAL RECOR DS, PAGE 435; TH ENCE LEAVING SAID CENTER LINE O F TH E SLOUGH AN D

RUNNING ALONG TH E SOUTH ERLY LINE OF TH E SAID PARC EL O F LAND SO CO NV EYED TO C IT Y OF SAN JOSE, SOUTH as· 45' 30" W EST 1015.1 6 FEET TO THE SOUTHW ESTERLY CORNER OF SAID PARCEL

OF LAND SO CONVEYED TO C ITY OF SAN JOSE, SAID POINT ALSO BEING TH E SOUTHEAST ERLY CORN ER O F THE 34 .48 ACRE PARCEL OF LAND CONVEYED BY SAN JOSE ABS TRACT & TIT LE INSURANCE CO., A CO RPORAT ION, TO FRANK CAM PI, BY DEED DATED DECEMBER 18, 1946 AND RECORDED DECEMB ER 19, 1946 IN BOOK 1409 O F OFFI CIAL RECORDS, PAGE 333, RECORDS OF SAID COUNT Y; SAID SO UTHEASTERLY CO RNER OF SAID PARCEL OF LAND SO CONVEYED TO CAMP I BEING IN THE NORTHERLY LINE OF THAT CERTAIN 35.75 ACRE PARCEL OF LAND C ONV EYED BY J.H. ORTLEY, JR. TO NEWTON S. JACKSO N, JR., BY DEED DATED DECEMBER 21, 1921, RECO RDED DECEM BER 22, 1921 IN BOOK 548 OF DEED S, PAGE 3, RECOR DS O F SAID COUN TY; TH ENCE RUNNING ALO NG SAID NORTH ERLY LINE OF SAID PARCEL OF LAND SO CONVEYED TO JACKSON, SOUT H 89° SO' WEST 747.30 FEET TO THE MOST W ESTERLY CORNER OF SAID PARC EL O F LAND; TH ENCE ALONG TH E W ESTER LY LINE OF SAID PARC EL O F LAND SOUTH 21° 34' EAS T 875.1 FEET AN D SOUTH 838.99 FEET TO TH E NORTHW ESTERLY COR NER O F THAT CERTAIN 17.937 ACRE PARC EL O F LAND CONVEYED BY BIRGER E. W ILLIAMSON A ND HU LDA M. W ILLIAMSON TO JOE M . MART INEZ AND JOVITA MARTINEZ, HIS W IFE, BY DEED DATED AU GUST 26, 1948 AND RECO RDED SEPTEMBER 3, 1948 IN BOOK 1672 O F OFFICIAL RECORDS, PAGE 230; THENCE RUNNING ALONG TH E NORTHERLY LINE OF SAID PARCEL OF LAND SO CONVEYED TO MARTINEZ, NORTH 89" 56' 30" EAST 996.63 FEET TO THE NORTHEASTERLY CO RNER TH EREOF; THENCE A LONG THE EASTERLY LI NE THEREOF, SOUTH o• 06' W EST 783 FEET TO A POINT IN THE NORTHERLY LINE OF SAID ALVISO AND MILPITAS ROA D; RUNNING TH ENCE ALONG SAID NORTH ERLY LINE NORTH 89° 50' EAST 493.24 FEET TO THE POINT OF BEGINNING, BEING A PORTION OF TH E RANCHO RINCON DE LOS ESTEROS .

EXCEPTING TH EREFROM THA T PORT ION OF LAND CO NVEYED TO WA I KWOK W ONG ,ET AL, IN THAT CERTAIN DEED RECORDE D SEPTEMBER 15, 1977 IN BOOK D139, PAGE 700, OFFICIAL RECOR DS.

ALSO EXCEPTING TH ER EFROM THAT PORTION TH ER EOF CONVEYED TO MARCOR PROP ERTIES, A GENERAL PARTNERSHIP, BY DEED RECORDED DECEMBER 31, 1984 IN BOOK 3150, PAGE 743, OFFICIAL RECORDS .

PARC EL FO UR:

ALL OF LOT 4, AS SHOW N UPON THAT CERTAIN MAP ENT ITLED, "MAP OF TH E SUBDIVISION O F TH E

LANDS OF W ILLIAM ZANKER IN TH E BER RYESSA PORT ION O F TH E RANCHO RINCON DE LOS CLTA Guaran1ee fonn ~ o. 6 ( □6 -ll <i- 1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.201Q
54 6 □6 -2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-8

EXHIBIT A
(Continued)
EST EROS ," W HICH MAP WAS FILED FOR RECORD IN THE OfflCE OF THE RECO RDER OF THE COUNT Y OF SAN TA CLARA , STATE OF CALIFORNIA ON DECEMB ER 31, 1894 IN BOOK F OF MAPS , AT PAGE 35.

EXCEPTING TH EREFROM THA T PORT ION DESC RIBED AS FOLLOWS:

A STRIP O F LAND 20 FEET W IDE, WHOS E NORTH ERLY LINE COMM ENCES AT A POST MARKED FZ , SAID

POST MARKING TH E MOST NORTHW ESTERN COR NER OF LANDS NOW OR FORMERLY O F FARNEY, AS SHOW N O N THE MAP ABOVE REFERRED TO ; AN D RUNNING THENCE NORTH 89' 30' WES T 848.50 FEET TO TH E CENTER OF A D ITCH W HICH IS TH E DIVlDING LINE BETW EEN TH E LANDS NOW OR FORM ER LY OF TH E ESTA TE O F CHAS . MCKIERNA N AN D ZANKER, AS SHOW N UPO N THE MAP ABOVE REFERRED TO .

ALSO EXCEPTING TH ER EFROM THAT PORTION TH EREOF DESC RIBED IN THE DEED FROM CORA B.

ZANKER TO C ITY O F SAN JOSE, DATED JULY 25, 1955 AN D RECO RDED AUGUST 4 , 1955 IN BOOK 3244 OF Off lCIAL RECORDS , PAGE 91, AND MO RE PARTICULARLY DESCR IBED AS FOLLOWS :

BEGINNING AT A POINT OF INTERS ECT ION OF THE ORIGINAL CENTER LI NE O F ARTESIAN SLOUGH,

W IT H TH E CENTER LINE OF ANOTH ER SLOUGH COM ING FROM TH E SOUT H AND FORMING THE LINE

BETW EEN LANDS OF ZANKER AND LANDS FORM ERLY OW NED BY THE HEIRS OF CHAR LES MCKIERNAN, DECEASED ; SAID POINT OF INTERS ECTION DESC RIBED IN THE MATTER OF THE ESTA TE OF F.W . ZANKER, DECEAS ED , TO CORA B. ZANKER AND CURTNER W . ZANKER RECO RDED APRIL 1, 1949 IN BOOK 1767, PAGE 209, OFFICIAL RECORDS ; TH EN CE FROM SAID POINT OF INTERS ECTION SOUT H 59' 41' EAST 439 .78 FEET ALONG T HE OR IGINAL CENTERLINE OF THE FILLED-UP ARTES IAN SLOUGH AND LINE BETWE EN LOTS 3 AND 4 OF THE ZANKE R SUBDIVISION AS SHOW N ON SA ID MAP ENTITLED, "MAP OF TH E SUBD IVIS ION O F THE LANDS O F W ILLIAM ZANKER IN THE BERR YESSA PORTION OF TH E RANCHO RINCO N DE LOS ESTEROS"; TH ENCE LEAVlN G SAID LINE BETWE EN LOTS 3 AND 4 NORTH 79° 01' W EST 422 .80 FEET TO A POINT ALONG TH E CENTERLI NE OF TH E FIRST

MENTIONED SLO UGH COM ING FROM THE SOUTH W HICH FORMS TH E LI NE BETWE EN ZAN KER AND LANDS FORM ER LY OF CHAR LES MCKIERNAN; THENCE NO RTHERLY ALO NG THE CENT ER LINE OF SA ID SLOUGH , TH E FO LLOW ING COURSES A ND DISTANCES : NORTH 1' 51' W EST 87.62 FEET; NORTH 53.46 FEET ; NORTH 38" 30' EAST 19.80 FEET TO THE POINT OF BEGINNING.

PARC EL FIVE:

A PORTION OF THAT CERTAIN 17.945 ACRE PARCEL OF LAND SHOW N AS TH E "LANDS OF WONG, ET AL," ON TH E RECO RD OF SURVEY FILED FOR RECORD IN BOOK 445 OF MAPS , AT PAGES 31 AND 32, MORE PARTICULARLY DESCR IBED AS FOLLOWS :

BEGINNING AT A POINT ON THE NORTHERL Y LINE O F TH E ABOVE DESCR IBED 17.945AC RE PARCEL OF LAND, DISTANT THEREON SOUTH 89' 57' 27" W EST 77.51 FEET FROM THE NORTH EASTER LY CORNER OF SAID PARCE L; TH ENCE ALONG SAID NORTH ER LY LINE NORTH 89" 57' 27" EAS T 77.51 FE ET TO SAID NORTH EASTER LY COR NER; THENCE LEAVING SAID COR NER ALONG TH E EAS TERLY LINE O F SAID PARC EL SOUTH o• 06' 57" WEST 75.07 FEET TO A POINT ; THENCE LEAVING SAID EASTERLY LINE NORTH 45' 53' 03" WEST 107.76 FEET TO THE PO INT OF BEGINNING.

PARC EL SIX:

BEGINNING AT A 2 " X 3" WOOD STAKE MARKED R .E. 6 AND SHOW N ON THAT CERTA IN RECORD OF SURVEY RECO RDED MAY 31, 1967 IN BOOK 223 OF MAPS , AT PAGE 18, SANTA CLARA COUNTY RECORDS ; THENCE ALONG T HE SOUT H LINE OF LAND SHOW N O N SAID RECORD OF SURVEY NORTH 89' 27' 39" EAST 1487.67 FEET , ORE OR LESS, TO A POINT OF CURVE AS DESC RIBED IN THAT CLTA Guaran1ee fonn ~ o. 6 ( □6-ll<i- 1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.20 1Q
546Q6s2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-9

EXHIBIT A
(Continued)
CERTAIN DEED FROM JAM ES A. AND INES C. SHIELDS TO SANTA CLARA VALLEY RAILWAY COM PANY, RECORDED SEPTEMBER 27, 1895 IN BOOK 184 OF DEEDS, PAGE 145, SANTA CLARA CO UNT Y RECORDS; THENC E SOUTHEA STERL Y ALON G SAID TANG ENTIAL CURVE HAVING A RADIUS OF 1442 .685 FEET, THROUG H A CENTRAL ANG LE OF 16° 43' 02" FOR A DISTA NCE OF 420 .93 FEET, MOR E OR LESS, TO THE LJN E DIVIDING THE LAND FORMERLY OF SHIELDS AND MCKIERNAN; TH ENCE ALONG SAID LINE SOUTH 21° 17' 49" EAST 38.04 FEET TO A C URVE CO NCENTRIC TO THE LAST DESCRIBED CURVE AND W ITH A RADI US O F 1412.685 FEET; TH ENCE NORTHW ESTER LY ALONG SAID CONCENTR IC CURVE, TH ROUGH A CENTRAL ANGLE OF 17° 39" 21" FOR A DISTANCE OF 4 35.32 FEET , MO RE O R LESS, TO A POINT OF TANGENCY; TH EN CE ALONG A LINE 30.0 FEET SOUTH OF AND PARA LLEL W ITH TH E FIRST DESCRIBED LINE SOUTH 89° 27' 39" W EST 1459.97 FEET, MORE OR LESS , TO THE LINE DIVID ING THE LANDS FORMER LY OF SHIELDS AND LOR D; THENCE ALONG SA ID LINE NORTH 43° 15' 37" WEST

40.83 FEET TO TH E POINT OF BEG'INNING.

BE.I NG THE PARCELS OF LAND CONVEYED B Y JA ES A. SHIELDS AND INES C. SH IELDS TO SANTA CLARA VALL EY RAILWAY COMPANY, BY DEEDS R ECORDED IN BOOK 184 OF DEEDS, PAGE 145 AND BOOK 195 OF DEEDS, PAGE 459, RECOR DS OF SANTA CLARA CO UNT Y.

PARC EL SEVEN:

A PORTION OF LOT 4, AS SHOWN UPON SAID MAP ENTITLED, "MAP OF TH E SUBDIVISION OF TH E

LANDS OF W ILLIAM ZANKER IN TH E BERRYESSA PORT ION O F TH E RANC HO RINCON DE LOS ESTEROS", DESC RIBED AS FOLLOWS:

A STRIP O F LAND 20 FEET W IDE, TH E NORTHERL Y LJNE OF W HICH COMM ENCES AT A POST MARKED

FZ, SAID POST MARK ING TH E MOST NORTHW ESTERN CORN ER OF LANDS NOW OR FORM ERLY OF FARNEY, AS SHOW N UPON SA ID MAP; AND RUNNING THENCE NORTH 89" 36' W EST 848 .50 FEET TO

THE CENTER OF A DITC H WH ICH IS TH E DIVIDING LINE BETW EEN TH E LANDS NOW OR FORMERLY OF THE ESTATE OF CHAS. MCKIERNA N AND ZANKER, AS SHOW N UPO N SAID MAP.

BEI NG THE PARCEL OF LAND CONVEYED BY W . ZANKER TO R.J.R. ARDE N, BY DEED RECORDED IN BOOK 183 OF DEEDS, AT PAGE 323.

PARC EL EIGHT:

COMM ENCING AT TH E SOUTH EASTERL Y CORNER OF THAT CERTAIN 31.74AC RE TRACT OF LAND DESCRIBED IN THE DEED FROM THE FIRST NAT IONAL BANK O F SAN JOSE TO F.W . ZANKER AND CURTNER ZANKER, DATED MAY 5, 1939, AN D RECO RDED MAY 8, 1939 IN BOOK 934 OF OFFICIAL RECORDS, PAGE 16, SAID POINT BEING ON TH E NOR THERLY LINE OF ALVISO-MILPITAS ROAD; THENCE FROM SAID POINT O F COMM ENCEMENT AN D ALO NG THE EASTERLY LINE OF SAID 31. 74 ACRE TRACT FOR THE F OLLOW ING COURSES AND DISTA NCES : NORTH 1° 13' EAST 768.90 FEET TO A POINT ZS1 (1-114" BOLD AS SAID POINT IS SHOW N ON THE RECORD OF SURVEY FOR TH E CITY OF SAN JOSE, RECORDED JU LY 12, 1979 IN BOOK 445 OF MAPS, PAGES 31 AND 32, RECORDS OF SANTA CLARA COU NT Y; THEN CE NORTH 0° 57' EAS T 597.96 FEET, CONTINUING ALO NG THE EASTERLY LINE OF SAID

31.74 ACRE TRACT TO A POINT ZS2 (1-114" BOLT) AS SAI D POINT IS SHOW N ON SAID RECORD OF SURVEY; THENCE NORTH O' 31' EAST 149.97 FEET; THENCE CONT INUING ALONG THE EASTERLY LINE OF SAID 3 1.74 ACRE TRACT TO TH E SOUTHEAST ERL Y CORNER OF THAT CERTAIN 9.316AC RE TRACT OF LANO DESCRIBED IN TH E DEED FROM F. W . ZANK ER , ET Al, TO B. S. BRAZIL DATED OCTO BER 15, 1943, ANO RECO RDED NOVEMBER 16, 1943 IN BOOK 1176, PAGE 21, O FFlCIAL RECORDS; SAID POINT ALSO BEING THE TR UE POINT OF BEGINNING OF TH IS DESCRIPT ION ; THENCE NORTH O' 31' E. 341.73 FEET ALONG SAID EASTERLY LI NE OF THE 31.74 ACRE TRACT TO AN IRO N BOLD DESIGNATED "Z53"; THENCE N. 5' 17' W . 112.22 F EET TO AN IRO N SOLT DESIGNATED "Z54"; THENCE N. 84' 28' E. 601.92 CLTA Guaran1ee fonn ~ o. 6 ( □6-ll<i- 1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.201Q
546 □6 - 2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-10

EXHIBIT A
(Continued)
FEET TO A POINT ON THE SOUTHW ESTERLY LINE OF THAT CERTAIN 35.75 ACRE TRACT OF LAND DESCRIBED AS PARCEL NO . 3 IN THAT CERTAIN DEED DATED JULY 6, 1946 , RECORDED JULY 26, 1946 IN BOOK 1364, PAGE 214, OFFICIAL RECORDS (BIRGER E. W ILLIAMSO N ET UX TO SAN JOSE ABSTRACT & TITLE INSURANCE CO.}; TH ENCE S . 21° 34' E. 430.83 FEET ALONG SAID SOUTHW ESTERLY LINE TO AN ANGLE POINT; TH ENCE S. o•· 06' 57" W . 105.36 FEET; TH ENCE S. 89° 35' W . 750.04 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING TH EREFROM A R ECTILINEAR PARCEL OF LANO, MORE PARTlCULARL Y DESCR IBED AS FOUOWS :

BEGINNING AT THE AFO REMENT IONED PO INT OF BEGINNING ON THE AFORESA'IO EASTERLY LINE OF TH E 31.74 ACR.E TRACT ; THENCE N. o• 31' E. 313.03 FEET ALONG THE EASTERLY LINE O F SAID 31.74 ACRE TRACT; TH ENCE N. 89° 35' E. 408.97 FEET; THENCE S. oo· 08' W . 313.00 FEET; TH ENCE S. 89° 35' W . 411.06 FEET TO THE PO INT OF BEGINNING.

PARC EL NINE:

BEGINNING AT A STAKE MARK ED "ZS5" SET AT THE EASTERN MOST CORNER OF THAT CERTA IN 78.28 ACRE TRACT CONVEYED BY OLIVE LEMOS TO A LV1ISO FRUIT COMPANY, BY DEED DATED FEBRUARY 6, 1930 ANO RECO RDED IN BOOK 506 OFF ICIAL RECO RDS, PAGE 44, AND R UNNING THEN CE ALONG THE BOUNDARIES OF SAID 78.28 ACRE TRACT , TH E S IX FOLLOW ING COURSES ANO DISTANCES: NORTH 21° 32' W EST 1722.60 FEET; SOUTH 48° 23' W EST 66.66 FEET; SOUTH 89° 22' W EST 1815.00 FEET; S. 43° 15' EAST 1188.00 FEET; NORTH 48 ° 23' EAST 580.14 FEET AND SOUTH o• 08' W EST 936.70 FEET TO A N IRO N PIPE; THENCE LEAVING SAID BOUNDARY AND RUNNING SOUTH 89" 46' EAST 646.00 FEET T O AN IRO N PIPE SET AT THE SOUTH EASTERLY COR NER O F AN OLD SHED; THENCE SOUTH o• 08' W EST 168.00 FEET TO AN IRO N BOLT "SZ4" SET FIVE INCHES BELOW TH E SURFA CE O F TH E GROUND AT ONE OF TH E COR NERS OF SAID 78.28 ACRE TRACT AND TH ENCE EASTERLY ALON G THE BOUNDARY OF SAID 78.28 ACRE TRACT NORTH 84° 28' EAST 601.92 FEET TO TH E POINT OF BEGINNING.

EXCEPTING TH EREFROM TH OSE PO RTIONS THEREOF DESCR,iBED AS FOLLOWS:
(A ) THAT CERTA IN PARCEL OF LAND DESCR.I BED IN TH E DEED BY JAMES A. SHIELDS AND INES C.

SHIELDS, HIS W IFE, TO SANTA CLARA VALLEY RAILWAY COMPANY, A CORPO RATION, DATED SEPTEM BER 25, 1895, RECO RDED SEPTEMBER 27, 1895 IN BOOK 184 OF DEEDS, AT PAG E 145, SANTA CLARA COU NT Y RECORDS, ANO MORE PARTICULARLY DESCRIBED AS FOLLOW S:

A STRIP O F LAND TW ENTY FEET W IDE, WHOS E CENTER LINE IS DESCR IBED AS FOLLOW S:

COM MENCING AT A POINT IN THE LINE BETW EEN LAND OF MCKIERNAN AN D LAND OF SAID PARTIES

OF TH E FIRST PA RT, W HICH POINT IS DISTA NT FROM TH E NORTHW EST CO RNER OF SA ID LAND OF MCKIERNAN, SOUTH ERLY 124-112 FEET ; TH ENCE IN A NO RTHWESTERLY DIRECTION W ITH A CURVE O F 4° TO TH E LEFT, FRO M TANGENT LINE NO RTH 67" 39' W EST UNTIL TH E NORTH ERLY LI NE O F SAID

STRIP TOUCHES THE LINE BETW EEN LANO OF SAID PARTIES O F THE FIRST PART AND LAND NOW OR FORM ER LY OF RUSSELL; THENCE NORTH 89' 36' W EST AND PARA LLEL W ITH SAID LINE BETW EEN LANO OF SAID FIRST PARTIES AND SAID RUSSELL ANO 10 FEET TH EREFROM , TO LAND OF LORD. (B) THAT CERTA IN PARCEL OF LAND DESCRIBED IN TH E DEED BY JAMES A. SHIELDS AND INES C.

SHIELDS, HIS W IFE, TO SANTA C LARA VALLEY RAILWAY COMPANY, A CORPO RATION, DATED OCTO BER 4, 1896, RECO RDED DECEMBER 18, 1896 IN BOOK 195 OF DEEDS, AT PAGE 459, SANTA CLARA COU NT Y RECORDS, ANO MORE PARTICULARLY DESCRIBED TH EREIN AS FOLLOWS:

CLTA Guaran1ee fonn ~ o. 6 ( □6 -ll<i-1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.201Q
546Q6s2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-11

EXHIBIT A
(Continued)
A STRIP O R TRACT OF LAND O F A UNIFORM W IDT H OF 10 FEET, THE NORTHERN BOUNDARY LINE O F

W HICH STR IP OR TRACT IS THE SOUTH ERN BOUNDARY LINE O F THAT CERTAIN TRACT OF LAND

DEEDED BY FIRST PARTIES TO SAID SANTA CLARA VALLEY RAILWAY COMPA NY BY DEED DATED SEPT EMBER 25, 1895, AND RECO RDED SEPTEMBER 27, 1895 IN BOOK 1 84 OF DEEDS, AT PAGE 145,

SAID STRIP OF TRACT OF LAND HEREBY CONVEYED EXT EN DING O N TH E W EST TO TH E LINE BETW EEN LAND O F FIRST PART IES AND W . LO RD AND EXTENDING ON TH E EAST TO TH E LINE BETW EEN LANO O F FIRST PART IES AND LAND OF THE LATE CHAS MCKIER NAN.

PARC EL TEN:

BEGINNING AT A3/4 INCH PIPE AT TH E NORTH EASTERLY COR NER O F THAT CERTA IN 31.74 ACRE TRACT O F LAND CONVEYED BY THE FIRST NATIONAL BANK OF SAN JOSE TO F. W . ZANKER, ET AL_, BY DEED DATED MAY 5, 1939 AND RECORD ED MAY 8, 1939 IN BOOK 934 , PAGE 16, OFF ICIAL RECORDS , SAID POINT OF BEGINNING B EING T HE NO RTHE.RLY TERMINUS OF TH E CENTER LINE OF A 16 FOO T RIGHT-OF-WA Y CONVEYED BY ALVISO FRUIT COMPA NY TO A . S BRAZIL ANO B. S. BRAZ IL, BY DEED DATED FEBRUARY 4, 1938, AN D RECORDED MARC H 16, 1938 IN BOOK866 , PAGE 302, OFFICIAL RECORDS ; TH ENCE ALONG TH E CENTER LI NE OF SAID 16 FOOT RIGHT-OF -WAY AND ALONG THE EASTERLY LINE OF SAID 31 .74 ACR E TRACT OF LAND, SOUT H o• 08' W EST 168.00 FEET TO AN IRO N BOLT DESIGNATED AS "Z54 " AT THE NORTHWEST CO RNER OF THE LAND OF CURTNER W . ZANKER AND AT ONE OF THE CORN ERS IN TH E SOUTH ERLY LJI NE OF TH E 46.54 AC RE TRACT OF LAND CONVEYED TO SAID AS . BRAZ IL AND B. S. BRAZ.IL, BY DEED HER EINABOVE REFERRED TO; TH ENCE CONTINUING ALO NG THE CENTER LINE OF SAID 16 FOOT RIGHT-O F-WAY A ND ALONG THE EAST LINE OF SAID 3 1.74 ACRE TRACT OF LAND SOUTH 5" 17' EAST 112.22 FEET TO A N IRON BOLD DES IGNATED AS "ZS3"; TH ENCE CO NTINUING ALONG SAID C ENTER LI NE AND ALONG SAID EASTER LY LINE OF SA ID 31-74 ACRE TRACT O F LAND SOUTH O" 31' WES T 341.73 FEET TOA 1/2-INCH IRON BAR; TH ENCE LEAVING TH E EAST LI NE OF SAID 31 -74 AC RE TRACT OF LAND AND RUNNING SOUTH 89° 35' WES T 651.78 FEET TO A 314-INCH PIPE IN THE WEST LINE OF THAT CERTA IN 94-44 ACRE TRACT OF LAND IN TH E BER RYESSA PORTIION OF THE RANCHO R.INCON DE LOS ESTEROS , AS PATENTED BY D.J.

BURNETT TO M.M SHIELDS, BY DEED OF OCTOB ER 8 , 187 1, AND RECORDED IN BOOK 23 OF DEEDS , PAGE 64; THENCE ALO NG THE W EST LI NE OF SAID 94-44 ACR E TRAC T OF LAND, NORTH o• 14' EAST 628.82 FEET TO A 314-INCH PIPE AT TH E NORTHWES T CORNER OF TH E AFOREMEN TIONED 31.74 ACRE TRAC T O F LAND; TH ENCE ALONG TH E NORTH LINE OF SA ID 31.74 ACRE TRACT OF LAND SOUTH 89" 45' EAST 642.54 FEET TO TH E POINT OF BEGINNING, AND BEING A PORT ION OF SAID 31.74 AC RE TRACT OF LAND AND S ITUATED IN THE RANCHO RINCON DE LOS ESTEROS , SURVEYED OCTOBER 14, 1943 BY MCM ILLAN AND MCM ILLAN, CIVIL ENGINEERS A NO SURVEYORS , SAN JOS E_, CALJI FOR NIA.

EXCEPTING TH EREFROM THA T PORT ION THEREO F DESCRJBED IN TH E GRANT DEED TO RAY H.

COLLIS HAW AN D EARL YN R. COLLISHAW RECORD ED OCTOBER 3, 1983 IN BOOK H95 1, PAGE 3, SERIES NO. 7838 171, OFFICIAL RECORDS .

PARCEL ELEV EN:

BEGINNING AT THE POINT OF INTERSECTION OF TH E NORTH EASTERLY LINE O F TH E SAN JOSE AND

ALVISO ROAD W ITH THE CENTER LINE OF THE ALVISO AN D MILPITAS ROAD , AND RUNNING THENCE ALONG TH E CENTER LINE OF SAID ALVISO AND MILPITAS ROAD , NO RTH 89" 37' EAST 347.16 FEET,

MO RE OR LESS, TO A PO INT ON TH E CENTER LINE OF W ILLOW STREET , AS SAID W ILLOW STRE ET IS REFERRED TO IN TH E PARTITION DEED DATED NOVEM BER 23, 1870, AND RECORD ED NOVEMBER 30, 1870 IN BOOK 20 OF DEEDS, PAGE 40, FROM C. D. W RIGHT TO FRANCISCO BERR YESSA DE GUERRERO , ET AL, SA.ID POINT BEING O N TH E W ESTERLY LINE OF THE 94.44 ACR.E TRACT DESCR IBED IN TH E DEED FROM DW IGHT J. BURNETT TO MARGAR ET M. SH IELDS , DATED OCTOB ER 28 , 1871 AND CLTA Guaran1ee fonn ~ o. 6 ( □6-ll<i- 1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.20 1Q
546 □6-2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-12

EXHIBIT A
(Continued)
RECORD ED OCTO BER 28, 1871 IN BOOK 23 OF DEEDS, AT PAGE 64, IF SAID W ESTERLY LINE IS PROLONGED SO UTHERLY TO THE CENTER LINE OF SAJD ROAD ; THENCE NORTH AN D ALO NG THE CENTER LINE OF SAID W ILLOW STR EET AND THE PROLONGED LINE AND TH E W ESTE.RLY LI NE OF SAID 94.44 ACRE TRACT , 47_ 19 CHAINS TO THE NORT HW ESTER LY CORNER OF SAID 94.44 ACRE

TRACT , SAID CORNER BEING A POINT IN TH E NORTHW ESTER LY LI NE OF THE RANCHO R INCON DE

LOS ESTEROS , BERRYESSA PORTION, TH E TR UE POINT O F BEGINNING O F TH E HEREIN DESCRIBED PARC EL; THENCE FROM SAID TR UE POINT OF BEGINNING SOUTH 48" 10' W EST ALONG SA'ID LINE OF SAID RANCHO 8.79 CHA INS TO A POST MARKED BY R E. NO. 7, SAID POST ALSO BEING TH E MOST EASTERLY CO RNER OF THE 77 AC RE TRACT DESCR IBED IN TH E DEED FROM MAY LENA LORDS, A W IDOW, TO ELLA JENNINGS AND DELIA EMERSON , DATED NOVEMB ER 2, 1927 AND RECO RDED NOV EMBER 7, 1927 IN BOOK 355 OF O FFICIAL RECORDS , PAGE 448 ; THENCE ALO NG THE PROLONGATION OF TH E OST W ESTERLY LINE OF PARC EL ON E DESCRIBED IN THE DEED F ROM B_ S_ BRAZ IL TO C ITY OF SAN JOSE, RECO RDED AUGUST 11, 1976 IN BOO K C203 OF OFF ICIAL RECO RDS, PAGE 142, SO UTH 43° 15' EAST 630 _12 FEET, MO RE OR LESS TOA POINT ON THE CENT ER LINE OF W ILLOW STREET , TH ENCE NORT H 844 _26 FEET, MOR E OR LESS, ALO NG THE CENTER LINE OF W ILLOW STREET TO TH E TR UE POINT OF BEGINNING .

PARCEL TWELV E:

COMME NCING AT CO RNER R.E_ 3OF BERRYESSA PORTION OF THE RANCHO RINCON DE LOS ESTEROS , SAID CORNER STAND ING 24 LINKS SOUTH ERLY FROM THE NORTH ERLY LINE OF TH E SAN JOS E-ALVISO ROAD , A ND FROM W HICH CORNER A TH REE P RONGED WEEPING W ILLOW 8" IN DIA ETER MARKED "B.T.R.E.3" ON TH E MIDD LE TRUNK BEARS N. 49• W . 39.75 FEET DISTANT , SAID

POINT OF COMME NCEMENT BEING ALSO TH E POINT OF BEGINNING OF THAT TRACT OF LAND CONTAINING 2.92 ACRES AS DESCRIBED IN PARCEL VII O F DEED FROM T. M_ PEN NELL TO SPRING VALLEY WATE.R COM PANY, DATED SEPTEMBER 1, 1906, AND RECORD ED OC TOBER 6, 1906 IN BOOK 335 OF DEEDS, AT PAGE 457; TH ENCE RUNNING FROM SAID POINT OF COMMENCEM ENT ALO NG THE NORTHWESTERLY LINE OF SAID 2.92 ACRE TRACT N. 48° 18' E. 2575 .98 FEET TO THE MOST NORTH ERLY CO RNER THEREO F; THENCE ALO NG THE NORTH W ESTER LY BOUNDAR Y LINE OF THAT CERTA IN TRAC T CONTAINING 0_66 ACR ES AS DESC RIBED IN PARCE L VIII OF SAID DEED, N_ 48' 18' E_ 554-40 FEET TO A POST MARKED "R.E-4" OF SAID RANCHO STANDING AT TH E NO RTHERNMOST CORN ER O F SAID 0.66 ACRE TRACT , SAID POST BEING ALS O TH E MOST W ESTERN CORNER O F THAT CERTA IN TRAC T CONTAINING 102..35 ACRES AND DESCR IBED IN PARC EL VI O F SAID DEED; RUNNING

TH ENCE ALONG A FENCE ALONG TH E NORTHW ESTERL Y BOUNDARY LINE OF SA ID LAST MENTIONED TRACT , N_ 48" 11 ' E_ 217_6 FEET, MORE OR LESS , TO THE MOST W ESTERLY COR NER OF THAT CERTA IN 31 _50 ACRE TRACT O F LAND CONVEYED BY SPRING VALLE Y COMPA NY, LTD . TO PACIFIC AGRICU LTURAL FOUNDAT ION LIMITED , BY DEED DATED APR IL 6, 1943, AND RECORD ED A'PRIL 15, 1943 IN BOOK 1139 OF OFF ICIAL RECORDS , PAGE 197; RUNNING TH ENCE ALONG TH E SOUTH ERLY LINE OF SAID 31_50 ACRE TRACT OF LAND, SAID LINE BEING ALSO TH E SOUTH ERLY LINE AND TH E W ESTER LY PROLONGATION OF SAID SOUTH ERLY LI NE, OF LOS ESTEROS ROAD , 50 FEET W IDE, S. 83° 51' E. 2306 .50 FEET TO THE MOST EASTERLY COR NER O F SAID 31-50 ACR E TRACT ; THENCE CONTINUING S_ 83" 51' E_ AND ALONG TH E SOUTHERLY LINE OF LOS ESTEROS ROAD, 195.46 FEET TO A N ANGL E

POINT IN THE SOUTH ERLY LI NE OF SAID LOS ESTEROS ROA'D AN D ON TH E SOUT HEAS TERLY LI NE OF THE AFO REM ENTIONED 102_35 ACRE TRACT O F LAND; TH ENCE RUNNING ALONG TH E SOUTHEAS TER LY LINE OF SAID 102.35 ACRE TRACT OF LANDS. 43• 45' W _ 946_00 FEET TO TH E MOST SOUTHERLY CORNER OF SAID 102.35 ACR E TRACT O F LAND; TH ENCE RUNNING ALONG THE SOUT HER LY LIN E OF SA ID 102.35 ACRE TRACT OF LAND WEST 1492 _26 FEET TO A CO RNER OF SAID 102_35 AC RE TRACT OF LAND ON TH E NORTHERLY BOUNDARY LINE O F THE RANCHO RINCON DE LOS EST EROS ; THENCE A LO NG THE SOUTHW ESTERLY LINE OF SAID 102_35 AC RE TRAC T OF LAND AND TH E NORTH ERLY BOUN DARY LINE OF TH E RANC HO RINCO N DE LOS ESTEROS , N. 43• W . 193 FEET TO CLTA Guaran1ee fonn ~ o. 6 ( □6-ll<i- 1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.20 1Q
546Q6s2CJ-0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-13

EXHIBIT A
(Continued)
A POST MARK ED "R.E.6"; TH ENCE N. 11• 00' E. 159. 72 FEET TO POST MAR KED "R.E.5"; TH ENCE N. 39• 30' W . 494.34 FEET TO THE MOST EASTER LY C ORNER OF SAID 0.66 AC RE TRACT OF LAND HEREINABOVE REFE.RRED TO; TH ENCE ALONG TH E SOUTHEAS TE.RLY LI NE O F SAID 0.66 ACR E TRACT OF LAND A ND TH E SOUT HEASTER LY BOUNDARY LINE OF TH E AFOREMENTIONED 2.92 ACRE TRACT OF LANO S . 48° 18' W . 3107.94 FEET TO THE SOUT HEASTERLY C ORNER OF SAID 2.92 AC RE TRACT OF LAND; TH ENCE ALONG TH E SOUTHW ESTERLY LI NE OF SAID 2.92 ACRE TRACT OF LAND, N. 64° W . 54.12 FEET T O TH E

POINT OF BEGINNING, ANO BEING A PORT ION OF THE RANCHO RINCON DE LOS ESTER OS AN D A PORTION OF SWA MP AND OVERFLOW SURVEY NO. 9. EXCEPT ING TH EREFROM THAT CERTAIN PARC EL OF LAND DESCRIBED IN THE DEED FROM A. L KRJCKEBERG, ET AL TO LAWR ENCE O'NEILL ET UX, DATED NOV EMBER 25, 1958, RECOR DED DECEMBER 3, 1958 IN BOOK 4247, PAGE 737 OFF ICIA L RECORDS, AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHW ESTERLY LINE OF TH E RANCHO RINCON DE LOS ESTEROS,

BER RYESSA PORTION , SAID RANC HO LINE HERE BEING TH E NORTHWESTERLY LINE OF THAT CERTAIN 40 ACRE TRACT OF LANO CO NVEYED BY SPRING VALLEY COMPANY_, LTD. TO GEORGE J.

STUART AND A. L KRICKE BERG BY DEED DATED OCTOBER 17, 1944 , ANO RECO RDED OCTOB ER 26, 1944 IN BOOK 1224 OF OFFICIAL RECOR DS, PAGE 346, SAID POINT OF BEGINNING BEING DISTANT ALONG SAID RANCHO LINE N. 48' 12' 30" E_ 2D0.0D FEET FROM A 3I4-INCH IRON PIPE AT THE

INTERSECTION
THEREOF W ITH THE NORTHEAST ERLY LINE OF THE SAN JOSE ANO ALVISO ROAD;

THENCE FROM SAID POINT O F BEGINNING RUNN ING ALO NG SAID RANCHO LINE AND TH E NORTHW ESTERLY LINE OF SAID 4D AC RE TRAC T OF LAND , N. 48" 12' 30" E. 2911.31 FEET TO A Z" X 2" STAKE AT THE LOCATION OF STAT ION R.E.4 IN THE BOUN DARY OF SA ID RAN CHO RJNCON OE LOS ESTEROS, DISTA NT S. 48' 11' W . 10.42 FEET FROM THE INTERSECTION OF THE NORT HW ESTERLY LINE OF SAID 40 ACR E TRACT OF LAND W ITH THE SOUTHEASTERLY PROLONGA TION OF TH E CENT ER LINE OF SPR ECKELS AVENUE IN NEW C HICAGO , AND ALSO BEING DISTA NT S. 46' 11' W . 208.75 FEET FROM A ONE INCH IRON PIPE AT THE MOST NORTH E.RLY CO RNE.R OF SAID 4D ACRE TRACT OF LANO, IN THE W ESTER LY PROLONGATION OF A SOUTHERLY LINE OF THE LOS ESTEROS ROAD ; TH ENCE LEAVING THE NORTHWESTERLY LINE OF SAID 40 ACR E TRACT OF LAND, AND RUNNING ALONG THE BOUN DARY OF SAID RANCHO R INCON OE LOS ESTEROS, S. 39• 30' E. 50.04 FEET TO A 4 X 4 INCH POST AT AN ANGLE IN THE BOUNDARY OF SAID 40 ACRE TRACT OF LANO; THENCE LEAVING SAID RANC HO BOUNDARY ANO RUNNING ALONG A SOUT HEASTERLY LINE OF SAID 40 ACRE TRACT OF LAND, S. 48' 12' 30• W . 2887 .01 FEET T O A POINT DISTANT THEREON N. 48' 12' 30• E. 2D0.00 FEET FROM A 3/4 INCH

IRO N PIPE AT TH E POINT O F INTERSECTION THER EOF W ITH TH E NORTHEASTERLY LI NE OF THE SAN JOSE AND ALVISO ROA D; TH ENC E PARALLEL W ITH THE NORTH EASTERLY LINE OF SAJO ROAD N. 65° 49' 45" W . 54.75 FEET TO TH E POINT OF BEGINNING . BEING A PORT ION OF SAID 40 ACRE TRACT OF LANO ANO A PORT ION O F SAID RANCON RINCON DE LOS ESTEROS.

ALSO EXCEPTING TH ER EFROM THAT CERTAIN PARCEL OF LAND OESCRIBEO IN THE DEED FR OM A.L.

KRICKERERG, ET AL TO TH E BASIM ET UX, DATED NOVEMBER 25, 1950, RECORDED DECEMBER 3 , 1958 IN BOOK 4247, PAGE 736, OFF ICIAL RECORDS
BEGINNING AT A 3/4 INCH IRON PIPE SET AT TH E INTERSECTION OF TH E NORTH EASTERLY LINE OF

THE SAN JOSE ANO ALVISO ROAD W ITH THE NORTHW ESTERLY LINE OF THE RANCHO RINCON DE LOS

ESTEROS, BERRYESSA PORTION, SAID RANCHO LINE HERE BEING THE NORTHW ESTERLY LINE OF THAT CERTAIN 40 ACRE TRACT OF LANO CONVEYED BY SPRING VALLEY COMPANY, LTD. TO G EORGE J. STUART AND A. L KRICKEBER G BY DEED DATED OCTOBER 17, 1944_, ANO RECO RDED OCTOBER 26, 1944 IN BOOK 1224 OF OFFICIAL RECOR DS, PAGE 346; TH ENCE ALONG TH E NORTHEASTER LY LINE OF SAID SAN JOSE AND ALVISO ROA D, S. 65° 49' 45" E. 54.75 FEET TO A 314 INCH IRON PIPE AT TH E POINT

OF INTERSECTION OF TH E NORTHEASTERL Y LINE O F SAID ROA D W ITH A SO UTH EASTERLY LINE O F SAID 4D ACR.E TRACT O F LAND; TH ENCE LEAVING SAID ROAD AND RUNNING A LONG SAID CLTA Guaran1ee fonn ~ o. 6 ( □6 -ll<i- 1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.20 1Q
54 6 □6 - 2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-14

EXHIBIT A
(Continued)
SOUT HEAS TE.RLY LINE N. 48" 12' 30" E. 20D.00 FEET; THENCE PARA LLEL WITH TH E NORTHEASTERLY LINE OF SAID ROAD N. 65° 49' 45" W . 54.75 FEET T O THE NORTH W ESTERLY LINE OF SA ID 4 0 ACRE TRAC T O F LAND A ND SA'IO RANCHO LINE; TH ENCE ALO NG SAID NORTHW ESTERLY LINE AND SAID RANCHO LINE S. 48° 12' 30" W EST 200.00 FEET TO TH E POINT O F BEGINNIN G. BEING A PORTION OF SAID 40 ACR E TRACT O F LAND, AND A PORTION OF SAID RANCHO RINCON OE LOS ESTEROS .

ALSO EXCEPTING TH ER EFRO M THAT CERTAIN PARC EL OF LAND DESC RIBED IN THE DEED FROM JOHN L. BEARD TO MARGARET . SHIELDS, DATED OCTOBER 22, 1884, RE CORDED OC TO BER 25, 1884 IN BOOK 76 OF DEEDS, PAG E 62, SURVEY 103 SWAM P ANO OVERFLOWED LANDS IN TOW NSHIP 6 S . R 1 W ., M.O.B. & M ANO MORE PARTICULARLY DESCR IBED IN TH E FIELD NOTES OF SAID SURV EY AS FOU OWS :

BEGINNING A T A POST 100 CHAINS SOUTH AND 28.50 CHAINS W EST OF CO RNER TO SECTIO NS 34AND 35, T . 5. S., A ND SECTIONS 2 A ND 3 IN T. 6S ._, R. 1 W ., M.D.B. & M., SAID POST SET BY DEPUTY UN ITED

STATES SURVEYOR ANO BEING ON TH E NO RTHER N BO UNDARY LINE OF THE RANCHO RINCON DE LOS ESTE ROS ; AN D RUN THENCE WITH THE LINE OF SAID RANC HOS. 48° 45' W . 20.20 CHA INS; THENCE N. 43° W . 18.1 0 CHAINS TO A POST; AND TH ENCE EAST 27.50 CHAINS TO THE PLAC E OF BEGINNING.

FURTHER EXCEPTING THEREFROM ALL THAT PORTIO N OF LAND LYING W ITHIN LOS ESTEROS ROA D AS SAID ROAD NOW EXISTS .

PARC EL THIRT EEN:

A PORTION OF TH E BERRYESSA ANO ALVISO PORTIONS O F TH E RANC HO RINCO N DE LOS ESTEROS , AS PATENT ED, ANO DESCR IBED AS FOLLOW S:

BEGINNING A T A CO RNER FENCE POST STANDING AT THE W ESTERNMOST CORNER OF THE 83 AC RE TRACT CO NV EYED TO BIRGER E. WILLIAMSO N ET UX BY DEED RECO RDED IN BOOK 1150, O FFI CIA L RECORDS, PAGE 164; THENCE FROM SAID POINT OF BEGINNING A LONG TH E BOUNOARJES O F SAID 83 ACRE TRACT, THE TWO FOLLOW ING COU RSES ANO DISTANCES: S. 21• 32' E. 1274.48 FEET TO A 2 " X 3" STAKE FO UND, ANO N. 89" 44' E. 74 7.30 FEET TO AN IRON PIPE SET EIGHT INC HES BELOW THE SURFACE O F TH E GROUND; TH ENCE LEAV ING SAID BOUNDAR Y OF SAID 83 ACRE TRACT AND RU NNING TH ENCE N. 4• 20' W. 716.70 F EET TO A N IRO N PIPE SET EIGHT INCHES BELOW THE SURFACE O F TH E GROUND; TH ENCE N. 18" 52' E. 256.85 FEET TO A N IRON PIPE SET EIGHT INCHES BELOW THE SURFAC E OF TH E GROU ND; TH ENCE N. 29• 23' W . 1017.90 FEET TO A N IRON P,IPE SET FLUSH IN TH E NORTHW ESTERLY LINE OF SAID 83 ACR E TRACT ; THENCE SOUTHW ESTERLY A LONG SAID NORTHW ESTE.RL Y LINE OF SAID 83 ACRE TRACT, S. 48" 20' W . 996 .70 FEET TO TH E PO INT OF BEGINNING.

PARC EL FOURTEEN:

BEGINNING A T A N IRON PIPE ON THE SOUTHERLY LINE O F THE LOS ESTEROS ROAD, 50 FEET W IDE,

AS ESTAB LISHED BY DEED FROM TH E SPRING VALLEY WATER COMPANY TO TH E TOW N OF ALVISO, DATED SEPT EM BER 27, 1920, ANO RECOR DED NOVEMB ER 15, 1920 IN BOOK527 OF D EEDS, PAGE 108 (SAID SOUTH ERLY LINE OF SAID ROA D ALSO BEING THE NORTHERLY LINE O F THE RANCHO R INCON

OE LOS ESTEROS ) AT TH E MOST W ESTERLY CO RNER OF THAT CERTAIN TRACT OF LAND DESCRIBED AS "PA RC EL NO. 1" IN TH E DEED BY SAN JOS E ABSTRACT & TITLE INSURANC E CO . T O BIRGER E.

W ILLIAMSON ET UX, DATED M AY 20, 1948 , AN D RECO RDED JUNE 9, 1948 IN BOOK 1628 O F OFFICIA L RECORDS, PAGE 274 ; THENCE LEAV ING SAID LINE OF SAID ROAD A ND RUNNING A LONG T HE SOUTHW ESTER LY LINE O F SAID "PARC EL NO. 1" S . 29" 23' E. 1018.61 FEET TO AN IRON PIPE, S. 18" 52' CLTA Guaran1ee fonn ~ o. 6 ( □6-ll<i- 1 4 ) Condition o! Trtle Guarantee Exhibit A
FClffll: S.GU.20 1Q
54 6 □6 -2CJ.0025Q
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-15

EXHIBIT A
(Contirll.led)
W . 256.85 FEET TO A N IRON PIPE, AND SOUT H 4" 19' 30" E. 716.70 FEET TO AN IRO N PIPE AT A SOUTHW ESTER LY CO RNER OF SAID "PARCEL NO. 1", IN THE NORTHERLY LINE OF THAT CERTAIN

35.75ACR E TRACT O F LAND DES IGNATED "PARC EL NO. 3" IN SAID DEED TO W ILLIAMSO N; TH ENCE N. 89" 45' 30" E. ALO NG A SOUT HERLY LINE OF SA ID "PARC EL NO. 1" AND ALONG TH E EASTERLY PROLONGATION TH EREOF, 1015.16 FEET TO TH E EASTERLY LINE OF SAID "PARCEL NO. 1", IN THE CENTER OF A SLO UGH; TH ENCE ALONG TH E CENTER OF SAID SLO UGH, BEIN G THE EASTE RLY LINE OF SAID "PARCEL NO. 1" TH E FOLLOW ING COU RSES AND DISTANCES: N. 1" 54' E. 61.23 FEET; N. 16" 2V W . 236.94 FEET; N. 13" 56' W . 234.96 FEET; N. 7" 51' W . 132 .66 FEET; N. 21• 06' W . 132 FEET; N. 27° 57' W . 236.28 FEET ; N. 51• 36' W . 99 .66 FEET; N. 36° 21' W . 45.54 FEET; N. 1· 57' W . 102 .96 FEET; N. o· 06' W .

53.46 FEET; N. 38" 24' E. 78.54 FEET; N. 40° 36' W . 33 FEET; S . 88° 54' W . 29.70 FEET; N. 8° 06' W . 103.62 FEET; N. 32" 24' E. 38.94 FEET; N. 13" 06' W . 78.54 FEET; N. 48" 54' E. 42.24 F EET ; N. 36° 52' W . 86.27 FEET ; N. 17° 27' E .. 152.5D FEET; N. 41" 28' E. 46.77 FEET; N. 1" 37' W . 110.24 FEET; N. 43• 27' E. 83.87 FEET; N. 39" 51' W . 104.03 FEET; S. 62" 48' W . 187.43 FEET; N. 77" 08' W . 173.27 FEET; N. 9° 46' W . 104.01 FEET; N. 42" 40' W . 112.78 FEET; S. 64° 09' W . 34 .06 FEET; N. 46" 49' W . 154.1 6 FEET AND N. 4" 41' W . 7.92 FEET TO THE MOST NORTHERLY CORNER OF SAID "PARCEL NO . 1" IN TH E SAID SO UTHERLY LINE OF TH E LOS ESTEROS ROAD AS ESTABLISHED BY SAID DEED TO THE TOWN O F ALVISO; THENCE ALONG THE SOUT HERLY LIN E OF SA ID ROAD, BEING THE NORTHERLY LINE OF SA ID "PARCEL NO . 1" AND THE NORTH ERLY LINE OF SAID RANCHO, S. 62° 04' W . 56.32 FEET AND S. 4-8" 24' W . 651.62 FEET TO THE POINT OF BEGINNING. BEING A PART OF SA ID "PARCEL NO . 1" IN TH E RANC HO RINCO N DE LOS EST EROS.

PARC EL FIFTEEN:

BEGINNING AT THE POINT OF INTERSECTION OF TH E ORIGINAL CENTER LINE OF ARTESIAN SLOUGH,

W IT H TH E CENTER LINE OF ANOTH ER SLOUGH COM ING FROM TH E SOUTH AND FO RMING THE LINE

BETW EEN LANDS OF ZANKER AND LANDS FORM ERLY OW NED BY THE HEIRS OF CHARLES MCKIERNAN, DECEASED ; SAID POINT OF INTERSECTION DESCR IBED IN THE MATTER OF THE ESTATE OFF . W . ZANKER, DECEAS ED, TO CORA B. ZA.NKER AND CURTNER W . ZA.NKER RECORDED APRIL 1, 1949 IN THE OFFICE OF THE COUNTY RECORDER , CO UNTY OF SANTA CLARA, STATE OF CALIFORNIA, IN BOOK 1767 OFFICIAL RECORDS , PAGE 209, SANTA CLARA COUNT Y RECOR DS. TH EN CE FROM SAID POINT OF INTERSEC TION, S 59" 41' E, 439.78 FEET ALO NG THE ORIGINAL CENTERL INE OF THE FILLED-UP ARTES IAN SLOUGH, AND LINE B ETW EEN LOTS 3 AND 4 O F TH E ZA.NKER SUBDIVISION AS SHOWN O N THAT CERTAIN MAP ENTITLED "MAP OF THE S UBDIVISION OF TH E LANDS OF W ILLIAM ZAN KER IN THE BERRYESSA PORTION OF TH E RANCHO RINCO N DE LES EST EROS"; W HICH MAP WAS RECO RDED ON DECE BER 3, 1894 IN THE OFF ICE OF THE CO UNT Y RECO RDE.R, COUNTY OF SANTA CLARA, STATE OF CALIFOR NIA, IN BOOK F OF MAPS, PAGE 35; TH ENCE LEAVING SAID LINE BETW EEN LOTS 3 AND 4 OF TH E ZANKER SUBDIVIS ION, N 79" 01' W , 422.80 FEET TO A POINT ALO NG THE

CENTER LINE OF TH E F'IRST MENTIONED SLOUGH COM ING FROM THE SO UTH W HICH FORMS THE LINE

BETW EEN ZAN KER AND LANDS FORMERLY O F CHARLES MCKIERNAN, TH ENCE NORTHERLY ALO NG

TH E CENTERLINE OF SAID SLOUGH FORM ING TH E LINE BETW EEN ZANKER AND LANDS FO RMERLY OF CHAR LES MCK IERNAN, THE FOLLOW ING CO URSES AND DISTANCES; N 1• 51' W , 87.6; FEET; NORTH

53.46 FEET; N 38° 3D' E, 19.80 FEET, TO T HE POINT OF BEGINNING, CO NTAINING 0.776 AC RES.

PROPERTY AD DRESS: 700 LOS ESTE.ROS ROA D, SAN JOSE, CA 95134 APN: 015-30-06 1 and
APN: 015-30-1D9 (Forme rly APN: 015-30-09-8)
CLTA Guaran1ee F-onn !'l o. 6 (D6-{15-14) Conditio n c,f Trtle Guarantee Exhib~A
Fenn : S.GU.21llQ
54606-20-00259
Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-16

Privacy ~ r otke R.-.. li.'28.'llr.!2
The- Doma Family of Companie--S
WHAT DOES liHE DOMA FAMILY O F COMPANIES DO WlliH YOUR PERSONAL INFORMATION? Financial comp-anies choose how they share your person al info rmation. Fede,ral law gives consumers t he right to limit so me, b ut not a ll., sh aring. Fed era l law a lso req uires us t o tell you how w e co lled , share , an.d prot ect you r pe.-sona l info rm at ion. Please re.ad t his notice caref u lly to understa nd w hat we do_ The types of pe rsona l infor ma tion we coll ect a nd :sha.r,e clep,end on t he product o r service you have with us. This info rrnati.o n ca n include :

Social Secu rrty numbe r and incom e
Tra nsaction histo ry and paym e.nt history
Purdl a.se histo ry a nd ac-coun t ba la nces
All fin a ocia l compan ies need to shar-e c usto mers' persona l info rm ation to run t he ir every d ay bus iness. In t he :section be low, we list tihe re asons fina ncia l com pa nie s can share t he ir custo me rs:• perso nal inform a t ion, the reasons t he Oom a f a mily of Compan ies chooses to sha r,e, a nd whet her you can lim it t h is sha rin.g~ DoesDoma Can you r1mit this shanrng? Reasons we c:an share your personal informat[on. share?
fo r o ur everyda y bus ine ss purpos es Yes No
Suell as to proc,ess your t rans a ctions, maintain your accoun t (.s), respon d to court o rd ers a nd lega l in vestjg a tions , or re port to credit bure aus For o ur m a r ket in g purp oses Ye•s No
To offe r ou r prod ucts a nd service.s to you
For join t ma rketin.g 1,,•.1 it h ot her fin a m;i:al co m pa nies No We don 1t share For o ur affi tiat e:s" everyda y bus iness purpo se s Yes No Info rm ation a bout you r t ransact ions a nd exp eriences For o ur a ffi tiat e:s" eve ryday bu siness 11urpos e s No We don 1t sha re Info rm ation about yo ur cred itworth iness
For o ur affi f.ia te:s t o m a rke t to you No We don 1t sha re For no n affiliates t o mark et to you No We don 1t share Questions ?' I Call 1 (855) 306--0237
Ot h er imp orta nt in fo rm at ion
•earrforni a Res ide nts - Effect ive Ja nu a ry 1, 2020 , t he California Consume r Priva cy Act a llows Ca liforn ia res idents, upon a ve rifia ble co ns umer re que·st, to req u est t hat a business that co lle.cts cons u mers' pe rson a l info rm ation giv,e consume rs acce ·ss., in a port ab le and (if t echn ica lly fea sib le ) readily usab le for m, to t h e spe.cific pieces a nd cate,gories of pe rson a l info,rm ation th a t th e bus in ess has co llect ed a bout t h e consume r, t he categ ories o f sou rce.s fo r tll a t inform a tion, t he busin ess or comme rci al purposes for co llect ing t he info rmation, a nd th e cat ego ries of t hi:rd pa rties with which t he info rm ation wa.s share d_ Ca liforn ia re-.sidents a lso ha ve t he ri.cJ'it to submit a re quest for deletio n o f inform ation unde r cert a in ci:rcum stanc-es . If a business. does not pr oduc e th e in form at ion or delet e t he co ns umer' s persona l info rm atio n a.s requeste d, it must provide an e xplana tion in te:rm.s o·f t h e e xe mptions a nd exceptions provided und er t he CCPA. To con tact us wit h question s abou t our ro mpliance w ith rhe CCPA, call 1 (650 ) 419-3827 o r email info@dom a .com .

Santa Clara Valley Habitat Plan – Conservation Easement with RWF Date: October 2022
E-17

How does Ooma pro tert my person al To protect yo ur pe rsona l info rmation fro m un a ut horized acces s. a nd u se, we use informa tio n? sec urity meas ures that co mply w ith fede ral law. These meas ures include compu ter sa feguards a nd secu re fi les a nd bui I din.gs.

How doe_s Doma collect my pers .on al We co llect your perso nal info rmatio n, fo r eKamp le, whe:n yo u informat io n?
W hy can't I lim it all sha ring ?
App ly for insura nce;
App ly for financing;
Give us your co ntact informat ion
Provide your mortg age inform ation
Sh.ow your government- issued 10
We a ls·o collect your perso nal informat ion from others , such a.s cred it burea llS., affili'ate-s, or oth er compan ies.

F-ederal law gives you t he right to limit only
Sharing fo r affiliates• everyd ay business pur poses - informat ion about your cr:editw orth in ess
Affiliates from llSin.g your i nformat1on to m arket to you Sharing fo r nonaffili'ate-s t o marlcet to you
State laws and indiv idua l co mpanies may give yo u add ition a l ri,ghts to lim it sha ring,
What happens w hen I limit sha r ing fo r an Your chokes will appty to everyone on your acco unt - unless you tell us ac.rount I ho ld jointly vtith someo ne e lise? otherw is·e.

Definit ions
Affiliates Compan ies. r-elated by common ownership or co ntro l. They can be financ ial and nonfi na nci·al compa .nies~
Nonaffi liates
Jo int ma rket rng
Compan ies. not related by common ownersh ip or co ntro l. The-y can be financ ia l and no nfinancia l compan ies.

Nonaffi fiates. we share with can include collectio n agenc ies, IT serv ice­ provitfers, comp an ies that perform market ing services o n our be-haH, and co nsumer repor tin g ag encies.

A forma l agreement between nonaffili:ated fi nan cia l co mpa nies t hat together market fi na ncia l products o r services to you .

Doma doesn 't jo inttv mar ket .

The Doma Fa mily of Compani: es consists of t h e fo llowin,g entities :

Doma Holdings, [nc..

Dom a Corpo rat,e, LlC
Dom a Custome r Financ ing LlC
Doma Home Insurance S.e rvices., LLC
Doma tnsura nee Agen cy, tnc.

Doma l'nsura nee Agenc y of Arizona , tnc.

Doma l'nsuran ce Agency of Colo rado , Lnc.

Doma l'nsurance Agency of Flori da, Inc..

Doma l'nsurance Agen cy of Illino is , Inc.

Dom a tnsurance Agency of Indiana, LLC
Dom a l'nsura nee Agenc y of Lou is iana, LLC
Doma tnsurano e Agen cy of Minn esota , Inc.

Doma Tit le Agency of Nevada, Inc..

Oom a Insurance Age ncy of New Jersey, Lnc.

Doma rnsuran ce Age.ncy of Te :,cas , Inc.

Dom a rnsura nce Agen cy of Uta h, LLC
Dom a Title l.nsu ra.nce, Inc..

Doma Trustee Services , LLC
Doma Title of Ca lifornia, Inc..

Cura Home , Inc.

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HWY 237
RWF
Owl Habitat
Figure 1 - Site Features
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Owl Habitat, 201 Acres
Attachment 2
~ ~ ~ San Jose--Santa Clara
~~ Regional Wastewater Facility
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Attachment 3
SANJOSE ...

CAPITAL OF SILICON VALLEY
April 13, 2016
Edmund Sullivan, Executive Officer
Santa Clara Valley Habitat Agency
535 Alkire Avenue
Morgan Hill, CA 95037
Dear Mr. Sullivan,
Environmental Services Department
The purpose of this letter is to confirm the City of San Jose's (City) intent regarding a proposed land-in­ lieu of fee arrangement and land management agreement. The City, as the administering agency for the San Jose -Santa Clara Regional Wastewater Facility (RWF), intends to enter into a land-in-lieu of fees arrangement with the Santa Clara Valley Habitat Agency (HA) to enroll 72 acres belonging to the RWF into the HA Owl Habitat Reserve System. The agreement(s) that would bind the Cities of San Jose and Santa Clara would require approval from the respective City Councils. It is anticipated that the agreements will be considered on or before June 2016. The following Capital Improvement Projects at the RWF are estimated to impact 20 acres and would be subject to HA fees without this land-in-lieu deal:

Project
Fiber Optic Connection
Iron Salt Feed Station
Construction-Enabling Improvements
Digested Sludge Dewatering
Grand total
Start Date
June 2016
June 2016
July 2016
September 2019
Estimated Fee Cost*
$3,600
$211,600
$705,300
$493,700
$1,414,200
*Fee estimates based on HA Land Cover Type ($17,781/acre) & BurrowingOwl ($52, 752/acre) fee schedules The enrolled land will be a subset of the larger Burrowing Owl Habitat established in the San Jose-Santa Clara Regional Wastewater Facility Plant Master Plan (PMP). A formal appraisal of the area as habitat was conducted in September 2015, and the appraisal valued the land at $40,000/acre. The City also owns the Cisco mitigation area (21.4 acres).

The HA burrowing owl fee schedule would otherwise require an estimated payment in the amount of $1,414,200 for the above projects. As consideration for not paying the HA fees, the City will enroll 72 200 E. Santa Clara Street, 1Q'h Floor, San Jose, CA 95113-1905 tel (408) 535-8550 fn.,· (408) 292-6212 www.sanjoseca.gov
0 acres of habitat in the HA Reserve System in lieu of fees, comprised of the Cisco mitigation area, and another 50.6 acres from the larger RWF habitat area. The remaining balance of the endowment funds tied to the Cisco mitigation area, approximately $161,000, will also transfer to the HA for purposes of continued maintenance of the habitat at that site. The HA shall not use this money for any purpose outside of this habitat.

The HA has determined a 72 acre enrollment is required to cover the estimated 20 acres of CIP Project Impacts. The appraised value of $40,000/acre requires a multiplier of 1.8 in order to cover the otherwise applicable fee schedule. The formula becomes 20 acres x 1.8 = 36 acres. That is then doubled to 72 to accommodate a "buffer and recovery" area. The HA has agreed to accepting the 21 acres of the Cisco area as "buffer and recovery" along with 49 acres from the original 180 acres Burrowing Owl Habitat for a total of 72 acres. See attached Vicinity Map.

The City also intends that the HA will, under a 5-year short-term management agreement, assume responsibility for managing the land for burrowing owl habitat beginning July 1, 2016. The land contemplated to be covered by the agreement would include the Burrowing Owl Habitat (180 acres) and the Cisco mitigation area (21.4 acres). Under the management agreement, HA would be responsible for the following maintenance activities:

Activity Frequency
Repair and maintain burrows and perches in the Area of Activity Weekly Conduct a minimum of two burrowing owl breeding season surveys in the area within Monthly the Habitat Conservation Plan (HCP) boundary and twelve burrowing owl surveys within the Area of Activity
Conduct one Congdon's Tarplant survey in the Area of Activity Annually Provide review and input on Burrowing Owl Habitat Management Plan As needed Photography of burrowing owls Ongoing
Install and Maintain Motion-sensing Cameras Weekly
Project Management As needed
Habitat Management and Enhancement Activ'ities in Area of Activity As needed The City would continue to mow the entire 201 acre habitat upon request by the HA and would bill HA approximately $3,000/mow, with an estimated frequency of three to four times annually. ~I~
~ l<errie Romanow
Director, City of San Jose, Environmental Services Department CITYOF�
Attachment 4

SANJOSE

CAPITAL OF SILICON VALLEY
December 20, 2021
Edmund Sullivan, Executive Officer
Santa Clara Valley Habitat Agency
535 Alkire Avenue
Morgan Hill, CA 95037
Environmental Services Department
Subject: Letter oflntent for Land-in-Lieu of Fee and Conservation Easement Agreement for the San Jose-Santa Clara Regional Wastewater Treatment Facility Dear Mr. Sullivan,
The purpose ofthis letter is to confirm and update the City of San Jose's (City's) intent regarding the land-in-lieu of fee arrangement and conservation easement agreement initiated in 2016. The City, as the administering agency for the San Jose -Santa Clara Regional Wastewater Facility (RWF), intends to finalize the agreement with the Santa Clara Valley Habitat Agency (HA) to enroll land belonging to the RWF into the HA Reserve System. In 2016, 72 acres were identified for enrollment based on the Capital Improvement Program (CIP) projects known at that time. Since then, the program and projects have evolved from what was originally conceptualized. The City now intends to enroll the entire 201 acres dedicated for Western burrowing owl habitat. This agreement would bind the Cities of San Jose and Santa Clara as co-owners of the RWF and would require approval from the respective City Councils.

The following CIP projects known to date are estimated to impact 49.48 acres and would be subject to $3,455,390 in HA fees without this land-in-lieu deal:

Project Start Date Estimated Fee Cost*
Fiber Optic Connection June 2016 $3,600
Iron Salt Feed Station June 2016 $211,600
Construction-Enabling Improvements July 2016 $705,300
Digested Sludge Dewatering August 2021 $218,187
New Headworks & Improvements June 2020 $2,316,703
Grand total $3,455,390
As consideration for not paying the HA fees, the City will enroll 201 acres of habitat in the HA Reserve System in lieu of fees, part of which will cover the new project impacts for the Digested Sludge Dewatering Project and the New Headworks and Headworks Improvements Project. Any remaining acreage will be set aside or "banked" for use against future projects at the RWF.

The HA has determined that a 178-acre enrollment is required to cover the estimated 49.48 acres ofCIP project impacts. The appraised value of $40,000/acre requires a multiplier of 1.8 to cover the fee SCV Habitat Agency LOI
December 20, 2021

schedule. The formula becomes 49.48 acres x 1.8 = 89.06 acres. That acreage figure is then doubled to 178 to accommodate a "buffer and recovery" area.

A portion of the 201 acres is the Cisco mitigation area comprised of21.4 acres. The HA has agreed to accept the 21.4 acres of the Cisco area as "buffer and recovery" . The remaining balance of the endowment funds tied to the Cisco mitigation area, appro ximately $128,953, will also transfer to the HA for purposes of continued maintenance of the habitat. These Cisco endowment funds are separate from the RWF's mitigation fees owed. The HA shall not use this money for any reason outside of this habitat.

It should also be noted that this easement has been specifically valued below market based on other potential uses because of the limitations on use set fo1ih in Exhibit C and Exhibit D of the Conservation Easement & Land in Lieu Agreement being finalized . As such , any future value determination should be limited to the same considerations used in the original agreed upon · appraised value.

In June 2021, the City amended the sho1i-term management agreement with the HA through June 2026 .

This allows the HA to maintain responsibility for managing and protecting the 20 I -acre land for Western burrowing owl habitat. Under Exhibit B of the management agreement , the HA would be responsible for continuing to implement the Burrowing Owl Habitat Management Plan with their partners Santa Clara Valley Audubon Society and Talon Ecological Research Group.

The City intends to work with the HA to update the necessary portions of the land-in-lieu and conservation agreement to reflect the City's new commitment to emoll the entire 201 acres into the reserve system.

Any questions or comments regarding this letter can be discussed with Jennifer Voccola-Brown , Sustainability & Compliance Manager, at ( 408) 975-2594 or [email protected].

Sincerely,
Kerrie Romanow, Director
City of San Jose, Environmental Services Department
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1249 Agenda Date: 1/10/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Award of Purchase Orders to Presidio for Cisco Catalyst Network Switches (Replacement of End of Life Network Equipment CapEx Project), MedixSafe for the Narcotics Safe CapEx Project and Related Budget Amendment, Orlandi Trailer, Inc. for the Enclosed Trailer CapEx Project and Related Budget Amendment, and Dell and Pivot Interiors, Inc. for Office Supplies and Equipment.

BOARD PILLARS
Deliver and Enhance High Quality Efficient Services and Infrastructure Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
On October 8, 2019, the Stadium Authority Board (Board) approved Ordinance No. 2005 amending Chapter 17.30 of the Santa Clara City Code (Stadium Authority Procurement Policy), which rescinded the delegation to the Executive Director to enter into agreements without prior Board approval. As of the effective date of the Ordinance, November 8, 2019, all Stadium Authority agreements for services, supplies, materials, and equipment require the approval of the Stadium Authority Board.

The Executive Director is requesting authorization for the following:

1. Award a purchase order to Presidio for Cisco Catalyst Network Switches in the amount of $69,298, plus applicable taxes. This project is included in the Stadium Authority Fiscal Year (FY) 2022/23 Capital Expense (CapEx) Budget under the Replacement of End of Life Network Equipment line item for $110,250;

2. Award a purchase order to MedixSafe in the amount of $1,857 for a biometric-style narcotics safe and approve a budget amendment for this new CapEx Project;

3. Award a purchase order to Orlandi Trailer, Inc. in the amount of $15,283 for an enclosed trailer to haul and store Police Department mules that are primarily used for Levi’s Stadium events and approve a budget amendment for this new CapEx Project.

4. Award a purchase order to Dell in the amount of $740 for computer monitors; and

5. Award a purchase order to Pivot Interiors, Inc. in the amount of $1,391 for an ergonomic office chair.

DISCUSSION
Stadium Authority staff has obtained quotes for the following items pursuant to the appropriate purchasing sections under Chapters 2.105 and 17.30 of the Santa Clara City Code. Staff is following the City Code provisions listed below for consistency and to ensure that best practices in public sector procurement are being followed:

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· 2.105.140(a) Purchases less than $15,000 do not require competitive bidding. · 2.105.140(b) Purchases greater than $15,000 and up to and including $250,000 requires an informal request for quotes.

Replacement of End of Life Network Equipment CapEx Project The citywide network extends to Levi’s Stadium in support of Stadium Authority, Police, Fire, and traffic management operations. The current network that was originally installed during stadium construction has reached end of life. Refresh of this equipment is required to keep up with security updates and ongoing hardware support. This network refresh brings the stadium in alignment with the City’s Metro Area Network upgrade which was approved by City Council in July 2021.

Pursuant to City Code Section 2.105.140(b), a Request for Quotes (RFQ) was conducted as the solicitation method for this procurement, with award recommendation based on lowest responsive and responsible quote that met all specifications.

In November 2022, the Stadium Authority released an RFQ on the City’s e-procurement platform for Cisco Catalyst Network Switches including software subscription and maintenance and support, and shipping costs. A bid notification was also posted to the Stadium Authority’s e-procurement platform, DemandStar, directing bidders to the City’s e-procurement platform. A total of 57 companies viewed the RFQ and nine responsive bids were received as follows:

Bidder Total Base Bid
Presidio $69,297.73
Saitech $72,500.00
Axelliant, LLC $72,675.00
Mvation Worldwide, Inc. $73,011.57
ConvegeOne $73,299.30
BrightCentra, Inc. $76.100.00
Sunflower Lab $80,386.12
EyeP Solutions $80,441.85
Key Code Media $82,075.34
Presidio is recommended for award of purchase order as having submitted the lowest responsive and responsible bid. The purchase order will be issued for a purchase.

Staff also anticipates implementation costs, such as staff time and Unisys consultant services, which will be charged to this CapEx Project. There are remaining funds to cover such costs.

Narcotics Safe CapEx Project
Controlled substances used in Emergency Medical Services (EMS) provided at Levi’s Stadium events are required to be secured in a biometric-style safe when not in the possession of a certified paramedic. Stadium EMS equipment is currently being moved from Fire Station 1 to Fire Station 8 to make operations more efficient. In order to store all the equipment in a DEA-compliant manner, the Fire Department requires a narcotics safe that will be dedicated to the controlled substances used at Levi’s Stadium.

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Staff obtained a quote from MedixSafe in the amount of $1,857, inclusive of tax and shipping, and recommends award of purchase order to the vendor to purchase the described narcotics safe. This project is not included in the Stadium Authority FY 2022/23 CapEx Budget and a budget amendment of $1,857 for a Narcotics Safe CapEx Project line item would be required to complete the purchase.

Enclosed Trailer CapEx Project
The Police Department requires an enclosed trailer that will better protect existing mules from the elements. The mules are currently stored outside and primarily used for Levi’s Stadium events. This trailer would fulfill a dual-purpose role: 1) improved storage extending the life of current mules, and 2) reduce the number of personnel needed when moving mules from one location to another, including servicing appointments. This project will replace the existing Onsite Conex Storage CapEx Project ($4,200). The Conex container made storage semi-fixed and would require multiple personnel to move the mules.

Staff obtained a quote from Orlandi Trailer, Inc. in the amount of $15,283, inclusive of tax, and recommends award of purchase order to the vendor to purchase the described trailer. There are no anticipated shipping costs as the business is located in San Jose and staff can pick it up. This project is not included in the Stadium Authority FY 2022/23 CapEx Budget and a budget amendment of $15,283 for an Enclosed Trailer CapEx Project line item would be required to complete the purchase.

Computer Monitors
Several Stadium Authority staff require replacement computer monitors. Staff received a quote of $740, inclusive of shipping, tax, and environmental fees, and recommends award of purchase order to the vendor to purchase four Dell computer monitors.

Ergonomic Office Chair
Stadium Authority staff require an ergonomic office chair and received a quote from Pivot Interiors, Inc. in the amount of $1,391, inclusive of tax and delivery. Staff recommends award of purchase order to the vendor to purchase the chair.

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.

FISCAL IMPACT
The Stadium Authority FY 2022/23 CapEx Budget includes $110,250 for the Replacement of End of Life Network Equipment CapEx Project. There are sufficient funds to cover the cost of this project which includes the network switches, software subscription, maintenance and support ($69,298 plus applicable taxes) and implementation costs (which are unknown at the time of writing the report but will not exceed the remaining budget for the line item). Any staff time and Unisys consultant services spent on the implementation of the project will be reimbursed to the City and do not require additional Board approval.

The Narcotics Safe CapEx Project and Enclosed Trailer CapEx Project are not included in the Stadium Authority FY 2022/23 CapEx Budget and the Board will need to approve budget City of Santa Clara Printed on 1/6/2023Page 3 of 5
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23-1249 Agenda Date: 1/10/2023
amendments of $1,857 and $15,283, respectively, to add these projects. Additionally, the Onsite Conex Storage CapEx Project is no longer needed and can be removed as a line item from the Stadium Authority FY 2023/24 CapEx Budget. These funds will be offset by a decrease in the Stadium Authority Capital Expense Reserve. The table below summarizes the budget amendments:

CapEx Project Adopted
Budget
Increase/
(Decrease)
Amended
Budget
Narcotics Safe CapEx Project $0 $1,857 $1,857
Enclosed Trailer CapEx Project $0 $15,283 $15,283
Onsite Conex Storage CapEx Project $4,200 ($4,200) $0
Capital Expense Reserve $2,822,091 ($12,940) $2,809,151 There are existing appropriations in the Stadium Authority FY 2022/23 Adopted Budget under the General and Administrative Budget to cover the costs of the office supplies and equipment for staff ($2,131).

COORDINATION
This report has been coordinated with the City’s IT Department, and the Stadium Authority Counsel’s, Executive Director’s, and Treasurer’s Offices.

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

RECOMMENDATION

1. Authorize the Executive Director to award a purchase order to Presidio for Cisco Catalyst Network Switches including three-year software subscriptions and maintenance and support for a maximum amount not-to-exceed $69,298, plus any applicable taxes;

2. Approve a budget amendment to add a new Narcotics Safe line item in the Stadium Authority FY 2022/23 CapEx Budget for the amount of $1,857 from the Capital Expense Reserve;

3. Authorize the Executive Director to award a purchase order to MedixSafe in the amount of $1,857 to purchase a narcotics safe (Narcotics Safe CapEx Project);

4. Approve a budget to add a new Enclosed Trailer line item in the Stadium Authority FY 2022/23 CapEx Budget for the amount of $15,283 from the Capital Expense Reserve;

5. Authorize the Executive Director to award a purchase order to Orlandi Trailer, Inc. in the amount of $15,283 to purchase an enclosed trailer to haul and store Police Department mules that are primarily used for Levi’s Stadium events (Enclosed Trailer CapEx Project);

6. Authorize the Executive Director to award a purchase order to Dell in the amount of $740 to purchase computer monitors; and

7. Authorize the Executive Director to award a purchase order to Pivot Interiors, Inc. in the amount of $1,391 to purchase an office chair.

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23-1249 Agenda Date: 1/10/2023
Reviewed by: Gaurav Garg, Director of Information Technology/CIO and Christine Jung, Assistant to the Executive Director
Approved by: Rajeev Batra, Executive Director
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1500 Warburton Avenue
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@SantaClaraCity
23-1551 Agenda Date: 1/10/2023

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate, Approve, and Execute a Power Purchase and Sale Agreement With the Tri-Dam Power Authority to Purchase Carbon-Free Energy From the Tri- Dam Project

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

BACKGROUND
In 2013, Silicon Valley Power (SVP) and the Tri-Dam Power Authority entered into a Power Purchase and Sale Agreement (PPA) to purchase energy from four hydroelectric power plants located on the Middle Fork of the Stanislaus River in Tuolumne County: carbon-free electricity from the 72 MW Donnells Powerhouse; carbon-free and renewable electricity from the 25.7 MW Tulloch Powerhouse, the 11.2 MW Beardsley Powerhouse, and the 16.2 MW Sandbar Powerhouse (Tri-Dam Project).

This PPA will terminate on December 31, 2023.

On October 2022, the Tri-Dam Power Authority notified SVP that it had released a Request for Bid (RFB) for the output of the Tri-Dam Project for a five-year period beginning January 1, 2024. After review of the RFB materials, the existing operations of the project and the project attributes, SVP submitted a bid to the Tri-Dam Power Authority. On November 17, 2022, the Tri-Dam Project Board selected SVP’s bid for further negotiation.

DISCUSSION
SVP has a continued need for renewable and carbon-free energy to meet the City’s load growth, the City’s Climate Action Plan, and the State’s Renewable Portfolio Standard (RPS) requirements. The Tri-Dam Project also has capacity attributes to meet the State’s Resource Adequacy Program’s requirements. The Tri-Dam Project is forecasted to generate approximately 416,667 MWh annually based on the past five years of historical generation. This represents approximately 10% of SVP’s 2021 retail sales. The generation will vary based on water availability. SVP staff is requesting that the City Council delegate authorization to the City Manager to complete negotiations and execute a new power purchase agreement with the Tri-Dam Power Authority to continue SVP’s purchase of energy from the Tri-Dam Project.

If City Council authorizes, the parties intend to execute the Power Purchase and Sale Agreement in the first quarter of 2023. SVP will provide Council with updates if needed through the SVP Quarterly Update or by e-mail to Council.

ENVIRONMENTAL REVIEW
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The proposed power purchase involves the procurement of carbon-free and renewable energy from four existing hydroelectric generation projects. Environmental review has already been conducted for the Tri- Dam Project. Specifically, the Tri-Dam Power Authority, as lead agency, prepared and adopted a Mitigated Negative Declaration for the Beardsley Powerhouse and Donnell Powerhouse ( State Clearinghouse Number 2004102061 <https://ceqanet.opr.ca.gov/2004102061> ). The Tri-Dam
Power Authority also prepared and adopted a Mitigated Negative Declaration for the Tulloch Project ( State Clearinghouse Number 2004102062 <https://ceqanet.opr.ca.gov/2004102062> ). The
environmental impacts of the Sandbar Powerhouse were reviewed by the Federal Energy Regulatory Commission (Project No. 2975
<https://www.waterboards.ca.gov/water_issues/programs/cannabis/docs/ferc_license/ferc_p2975_sa nd_bar_water_power.pdf>) during the Federal Energy Regulatory Commission’s (FERC) licensing process.

There are no substantial changes to the existing projects or new information of substantial importance which will require subsequent or supplemental environmental review under the California Environmental Quality Act (“CEQA”).

FISCAL IMPACT
SVP will purchase up to 615,960 megawatt hours (based on highest year output from the last five years) of electricity annually at a cost of up to $52 million in any given year over the term of the agreement which will expire on December 31, 2028. Staff will include this cost in future budget appropriations.

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

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

RECOMMENDATION

1. Authorize the City Manager to negotiate, approve, and execute a Power Purchase and Sale Agreement with the Tri-Dam Power Authority to purchase energy and associated attributes from the Tri-Dam Project; and

2. Authorize the City Manager to execute all related documents, agreements, and administrative amendments, subject to the approval as to form by 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 Power Purchase and Sale Agreement.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager
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santaclaraca.gov
@SantaClaraCity
23-1438 Agenda Date: 1/10/2023

REPORT TO COUNCIL

SUBJECT
Action to Delegate Authority to the City Manager to Negotiate and Execute an Agreement for Services With Reliability Optimization, Inc. for Predictive Maintenance Services for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Silicon Valley Power (SVP), the City of Santa Clara’s Electric Utility, owns significant assets requiring ongoing maintenance including three power plants, substations, and transmission and distribution lines largely located within the City of Santa Clara (City). As part of SVP’s ongoing preventative maintenance program, SVP uses a contractor to perform predictive maintenance testing services.

This testing is a critical component of SVP’s Preventative Maintenance strategy. Results indicate machinery health and identify potential failure mechanisms. With information gained from these predictive maintenance testing services, SVP can allocate resources to prevent failures and resulting outages.

DISCUSSION
On July 5, 2022, the City published Request for Proposals (RFP) #21-22-78 for Predictive Maintenance Services. One proposal was received from Reliability Optimization Inc. (ROI). ROI is the incumbent vendor, and their proposal was found to be responsive to the requirements of the RFP.

Purchasing staff reached out to a second firm that viewed the RFP to find out why they did not submit a proposal. They informed staff that many of the required services would need to be subcontracted, therefore, they decided not to participate in the process.

Staff recommends awarding the agreement to ROI. ROI has demonstrated experience and expertise providing quality predictive maintenance services for SVP’s power plants, and, recently, for SVP’s substation assets. Under the proposed agreement, ROI will provide all labor, materials, equipment, and technical expertise needed to provide the required services including vibration testing and analysis, on-line motor analysis, off-line motor analysis, infrared thermographic imaging, airborne ultrasonic testing, lubrication oil analysis, and transformer oil analysis. ROI will perform predictive maintenance services on critical plant and substation equipment and will perform services at intervals based on factors such as criticality of machinery to be tested, operating pattern associated with equipment, and industry best practices. ROI will issue a report after completion of each set of tests including root cause analysis with recommendations to correct issues, and identification of abnormal conditions. For any issues that require immediate attention, ROI will immediately notify the City so that SVP may take action to resolve the issue as soon as possible. When needed, ROI can perform further analysis such as a post correction survey to ensure identified issues were fully resolved after City of Santa Clara Printed on 1/6/2023Page 1 of 3
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23-1438 Agenda Date: 1/10/2023
corrective measures were implemented. ROI will store all information in a database providing SVP the opportunity to leverage all historical data for comparison during future services. All services will be performed pursuant to NERC standards, industry best practices, and applicable laws and regulations.

ROI will invoice a fixed amount for routine services and additional services will be invoiced using time and materials rates. ROI’s labor rates will be fixed for the term of the agreement. As SVP anticipates adding several substation assets during the term of this agreement, staff requests authorization to amend the agreement to include additional services, as needed.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15301 of Title 14 of the California Code of Regulations as the proposed actions constitute maintenance services which involves negligible or no expansion of an existing use.

FISCAL IMPACT
The proposed Agreement includes a maximum compensation of $2,250,000 for the initial five-year term. Annual costs are anticipated not to exceed $450,000 but may be higher on an annual basis based on need for time and materials services. Sufficient funds are available in the Amended FY 2022/23 Operating Budget in the Electric Utility Operating Fund for generation and substation.

Funds required for this agreement in future years will be included in proposed budgets for the corresponding years.

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

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

RECOMMENDATION

1. Determine that the proposed actions are categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 of Title 14 of the California Code of Regulations;

2. Delegate authority to the City Manager to negotiate, approve and execute an Agreement for Services (Agreement) with Reliability Optimization, Inc. for a five-year term beginning on or around January 25, 2023 with maximum compensation not to exceed $2,250,000 ; and

3. Delegate authority to the City Manager to execute amendments in order to add or delete services consistent with the scope of work and increase the total maximum compensation to an amount not to exceed $3 million subject to the appropriation of funds; and to take any and all actions as are necessary or advisable to implement and administer the Agreement.

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23-1438 Agenda Date: 1/10/2023
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager
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City of Santa Clara
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1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1552 Agenda Date: 1/10/2023

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for Construction of the Storm Water Compliance Project, Contract No. 2429, to Galeb Paving, Inc. and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
On November 9, 2022, Silicon Valley Power (SVP) opened bids for the Storm Water Compliance Project, Contract No. 2429 (Project). The primary objective of the Project is to implement best management practices to provide stormwater treatment for treated wooden utility poles in storage at the Utility’s Corporation Yard.

The scope of the Project is to construct three concrete foundation pads - one for an outdoor storage rack and two for use as wooden utility pole storage. The two wooden utility pole storage locations will include the installation of curbs and a storm drain system which will intercept the existing system to include filter inserts for stormwater protection.

DISCUSSION
Pursuant to Santa Clara City Code Section 1310 (Contracts on public works), the City conducted a competitive Request for Bids (RFB) for this procurement requiring award to the lowest responsible bidder.

On October 12, 2022, the City released the RFB for construction of the Project using the City’s bid notification system. Bids were opened on November 9, 2022, with the following results:

Engineer’s Estimate: $ 997,383
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Galeb Paving, Inc. $580,685 -41.8%
Golden Bay Construction Inc. $757,876 -24.0%
McGuire and Hester $805,609 -19.2%
SVP staff, the City’s design consultant, and the City Attorney’s Office reviewed Galeb Paving’s bid for compliance with the bid documents and determined that Galeb Paving submitted the lowest responsive and responsible bid. Therefore, staff recommends award of the construction contract to Galeb Paving.

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Award of contract will enable construction of the Project to begin in the Spring of 2023, with substantial completion anticipated by Fall of 2023. These dates are subject to change based on weather or if any unforeseen conditions are discovered during construction. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the Project is exempt from the California Environmental Quality Act (“CEQA”) the Project section 15301 (c) of Title 14 of the California Code of Regulations, as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing.

FISCAL IMPACT
The approximate cost of the contract is $580,685, plus a 15 percent contingency of $87,103, to address any potential change orders, for a total not-to-exceed contract amount of $667,788. An increase of $500,000 to the existing Storm Water Compliance Project in the Electric Utility Capital Fund is proposed to fund this Project as detailed in the budget amendment below.

Budget Amendment
FY 2022/23
Electric Utility Capital FundCurrent Increase/ (Decrease) Revised Expenditure
Unrestricted Fund Balance$25,415,040 ($500,000) $24,915,040 Storm Water Compliance (591
-2429)
$230,970 $500,000 $730,970
City Charter Section 1305 requires an affirmative vote of at least five members of the City Council to transfer unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget.

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

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

RECOMMENDATION

1. Determine the proposed Project is exempt from CEQA pursuant to Section 15301(c) of Title 14 of the California Code of Regulations;

2. Award the Contract for Construction of the Storm Water Compliance Project (Contract No. 2429) to Galeb Paving, Inc., in the amount of $580,685 and authorize the City Manager to execute any and City of Santa Clara Printed on 1/6/2023Page 2 of 3
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all documents necessary for the award, completion and acceptance of the Project;

3. Authorize the City Manager to execute change orders up to 15% of the original contract amount, or $87,103, for a total not-to-exceed amount of $667,788 for Contract No. 2429; and

4. Approve a FY 2022/2023 budget amendment in the Electric Utility Capital Fund to increase the Storm Water Compliance Capital Improvement Program Project budget by $500,000 and decrease the Unrestricted Fund Balance by $500,000 (five affirmative Council votes required for the use of unused balances) .

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Rajeev Batra, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-28 Agenda Date: 1/10/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendments to Three Professional Service Agreements for the Related Santa Clara Development Project Extending the Terms with Milstone Geotechnical Consulting Services, Valbridge Property Advisors and Robert E. Van Heuit and Related Budget Amendment

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
The Related Santa Clara project is a 9.1 million square foot development on a former all-purpose landfill site. There are various local and state agencies that are charged with the oversight of a closed landfill. City staff and Related Santa Clara (Developer) have been working closely with these agencies in order to secure necessary approvals and permits to allow for the future construction of the project.

The Related Santa Clara project is a complex, multi-faceted development project that requires significant technical expertise beyond City and other regulatory agencies’ staff knowledge on matters related to the landfill as well as disciplines in other areas.

The City has entered into several third-party consulting agreements to assist with the work associated with the Project. The term of third-party consulting agreements expired on December 31, 2022. These contracts are funded by Related Santa Clara (Developer), through advances provided to the City as required by the June 2016 Disposition and Development Agreement.

The requested action is for an extension of the term, retroactive to the expiration date and to add funds in two of the Agreements modifying the total not-to-exceed contract amount.

DISCUSSION
While Related Santa Clara has commenced ground lease payments for the first phase of the Project, work is ongoing related to the landfill and an ongoing eminent domain matter. The continuation of the Milstone and Van Heuit agreements are necessary for the County to continue to review the impacts of the project on the landfill. The continuation of the Valbridge agreement is necessary for expert testimony.

Barry Milstone DBA Milstone Geotechnical - Amendment No. 6 On January 23, 2019, the City entered into an Agreement for Services with Barry Milstone DBA Milstone Geotechnical (Milstone Geotechnical) to provide technical advice and assistance to the Santa Clara County Department of Environmental Health (County) for its review of the project on City of Santa Clara Printed on 1/6/2023Page 1 of 4
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23-28 Agenda Date: 1/10/2023
behalf of the City.

Milstone Geotechnical has been providing technical advice and assistance to the County as the Local Enforcement Agency with oversite of the landfill for its review of the Related Santa Clara project.

Working closely with Robert Van Heuit, the scope of work includes environmental review of permit applications, landfill closure plan, site development plans, and other information as necessary to evaluate and prepare plan review documents for submission to the County.

The contract has an expiration date of December 31, 2022. The scope of work on behalf of the County is not yet complete and additional services are needed. Approval of Amendment No. 6 to the Agreement would allow the City/County to continue to access the Contractor’s services for the scope by adding $30,000 for a total not-to-exceed amount of $200,000 and extending the term through December 31, 2023.

Hulberg and Associates, Inc., DBA Valbridge Property Advisors - Amendment No. 6 Valbridge is one of the largest independent commercial property valuation and advisory services firms in the United States. Norm Hulberg, principal in Valbridge’s San Jose office, has been providing commercial appraisal services in Northern California since 1976.

In April 2018, the City entered into an agreement with Hulberg and Associates, Inc., DBA Valbridge Property Advisors (Valbridge) to provide appraisal services to support the ongoing eminent domain actions. The scope of work includes preparation of appraisals, providing property and lease comparable and valuation consulting, and expert testimony. The eminent domain action was anticipated to have concluded in 2022 but the trial was postponed and is now anticipated to commence in May 2023. Valbridge will provide expert testimony on behalf of the City in the matter.

As the eminent domain actions are not complete and additional services are needed. Approval of Amendment No. 6 would allow the City to continue to access Valbridge’s services for this scope through December 31, 2023. No additional funds will be added to the not-to-exceed contract amount.

Robert E. Van Heuit - Amendment No. 5 to the Amended and Restated Agreement Robert Van Heuit provides technical expertise to the County Department of Environmental Health in coordination with Milstone Geotechnical as necessary to review the Related Santa Clara project. On September 27, 2018, the City entered into an Agreement for Services with Robert E. Van Heuit (Van Heuit) to assist the County with its review of the project. The scope of work includes environmental review of permit applications, landfill closure plan, site development plans, and other information as necessary to evaluate and prepare plan review documents for submission to the County.

The contract has an expiration date of December 31, 2022. The scope of work is not yet complete and additional services are needed. Approval of Amendment No. 5 to the Amended and Restated Agreement would allow the City/County to continue to access the Contractor’s services for the scope by adding $30,000 for a total not-to-exceed amount of $430,000 and extending the term through December 31, 2023.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of a California Environmental Quality Act (“CEQA”) pursuant to the CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably City of Santa Clara Printed on 1/6/2023Page 2 of 4
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23-28 Agenda Date: 1/10/2023
foreseeable indirect physical change in the environment.

FISCAL IMPACT
The existing contract costs are budgeted in the Capital Improvement Program budget under the Related Santa Clara Developer Fund. The budget amendment in the following table increases the current project budget by the additional $60,000 for the Milstone Geotechnical and Van Heuit agreements, with a corresponding increase to the developer contributions revenue estimate.

Budget Amendment
FY 2022/23
Current Increase/
(Decrease)
Revised
Related Santa Clara Developer Fund
Revenue
Developer Contributions $1,657,217 $60,000 $1,717,217
Expenditure
Other Development Project Services $650,000 $60,000 $710,000

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

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

RECOMMENDATION
Approve and authorize the City Manager to execute:

1. Amendment No. 6 with Barry Milstone DBA Milstone Geotechnical Consulting Services for the Related Santa Clara Development Project to add $30,000 for a total not-to-exceed contract amount of $200,000 and to extend the term through December 31, 2023;

2. Amendment No. 6 with Hulberg and Associates, Inc., DBA Valbridge Property Advisors for Consulting Services for the Related Santa Clara Development Project to extend the term through December 31, 2023; and

3. Amendment No. 5 to Amended and Restated Agreement with Robert E. Van Heuit for Consulting Services for the Related Santa Clara Development Project to add $30,000 for a total not-to-exceed contract amount of $430,000 extend the term through December 31, 2023.

4. Any further Amendments to the Agreements to extend the term or modify hourly rate schedule only with no additional funds added to the Agreement.

5. Approve the FY 2022/23 budget amendment in the Related Santa Clara Developer Fund to recognize developer contributions in the amount of $60,000 and increase the Other Development Project Services project by $60,000 (five affirmative Council votes required to appropriate additional revenue) .

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Reviewed by: Ruth Mizobe Shikada, City Manager’s Office Approved by: Rajeev Batra, City Manager

ATTACHMENTS

1. Amendment No.6 with Barry Milstone DBA Milstone Geotechnical Consulting Services

2. Agreement and Amendments 1-5 with Milstone Geotechnical Consulting

3. Amendment No. 6 with Hulberg and Associates, Inc., DBA Valbridge Property Advisors

4. Agreement and Amendments 1-5 with Hulberg and Associates, Inc., DBA Valbridge Property Advisors

5. Amendment No. 5 to Amended and Restated Agreement with Robert E. Van Heuit

6. Agreement and Amendments 1-4 with Robert E. Van Heuit City of Santa Clara Printed on 1/6/2023Page 4 of 4
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Amendment No. 6 to Agreement/Milstone Geotechnical Page 1 Rev. 10/25/19
EBIX Insurance No. S200003233

AMENDMENT NO. 6

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BARRY MILSTONE DBA MILSTONE GEOTECHNICAL

PREAMBLE
This agreement (“Amendment No. 6”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Barry Milstone DBA Milstone Geotechnical, a California individual, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services Between the City of Santa Clara, California, and Barry Milstone DBA Milstone Geotechnical," dated January 23, 2019 (Agreement) B. Th e Agreement was previously amended by Amendment No. 1, dated November 7, 2019, Amendment No. 2, dated December 2019, and Amendment No. 3, dated February 9, 2021, Amendment No. 4, dated November 29, 2021, Amendment No. 5, dated February 1, 2022, and is again amended by this Amendment No. 6. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide technical advice and assistance to the County of Santa Clara on behalf of the City in its review of the Related Santa Clara Project (formerly CityPlace Santa Clara), and the Parties now wish to amend the Agreement as Amended to increase the total contract amount by $30,000 to a total not to exceed contract amount of $200,000 and extend the term of the Agreement to December 31, 2023.

Amendment No. 6 to Agreement/Milstone Geotechnical Page 2 Rev. 10/25/2019
NOW, THEREFORE, the Parties agree as follows:

1. Section 2 of the Agreement as Amended, entitled “Term of Agreement” is amended to read as follows:
“Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on May 1, 2018 and terminate on December 31, 2023.”

2. Section 6 of the Agreement as Amended, entitled “Compensation and Payment” is amended to read as follows:

“In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Two Hundred Thousand Dollars ($200,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense.

Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.”

3. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 6, the provisions of this Amendment No. 6 shall control.

//

Amendment No. 6 to Agreement/Milstone Geotechnical Page 3 Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 6 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

Office of the City Attorney

Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

BARRY MILSTONE DBA MILSTONE GEOTECHNICAL

AN INDIVIDUAL

Dated:

By (Signature):

Name: Barry Milstone
Title: Owner
Principal Place of
Business Address:
17020 Melody Lane
Los Gatos, CA 95033
Email Address: [email protected]
Telephone: (408) 353-5528
Fax: ( )
“CONTRACTOR”
EBIX Insurance No. S200003233

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANT A CLARA, CALIFORNIA,
AND

BARRY MILSTONE OBA MILSTONE GEOTECHNICAL

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Barry Milstone OBA Milstone Geotechnical, a California individual, (Contractor). City and Contractor may be referred to individually as a "Party " or collectively as the "Parties " or the "Parties to this Agreement. "

RECITALS
A. City desires to secure the services more fully described in this Agreement , at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications , expertise , necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
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 Agreement with Barry Milstone DBA Milstone Geotechnical Rev. 07-01-18