Agenda packet — City Council and Authorities Concurrent, April 18, 2023 (part 2 of 8)

RESOLUTION NO. _

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

CLARA, CALIFORNIA, TO DECLARE THE CITY OWNED
VACANT PROPERTY LOCATED AT 2319 GIANERA STREET
(APPROXIMATELY 12,478 SF LOT) OWNED BY THE CITY AS

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

WHEREAS, the City is the owner that certain property located at 2319 Gianera Street that contains a single-family home on at 12,478 sf lot (“Property”); and WHEREAS, the City purchased the property with general funds in 1983 for $155,000; and WHEREAS, the Property has not been utilized any purpose since approximately 2012; and WHEREAS, the SLA requires that before a local agency takes any action to sell or lease its property, it must declare the property to be either “surplus land” or “exempt surplus land;” and WHEREAS, under the Surplus Land Act (the “SLA”), Government Code § 54220-54233, “surplus land” means land owned in fee simple by any local agency for which the local agency’s governing body takes formal action in a regular meeting declaring that such land is surplus and is not necessary for the agency’s use; and
WHEREAS, the City owns the Property in fee simple, the City does not currently use the Property, and the City has no written or adopted plan for future use of the Property, so the Property is no longer necessary for the City’s use or operations; and WHEREAS, along with declaring the property surplus, the SLA also requires the City to give written notice of the availability of the Property to certain groups and entities prior to disposing of the Property; and
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Resolution/To Declare the 2319 Gianera Street Property as Surplus Land Rev: 11/22/17

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WHEREAS, the City Council therefore finds that the Property is surplus land as defined by the SLA and is not necessary for the City’s use.

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

1. That the aforementioned recitals are true and correct and are incorporated herein.

2. That the City Council finds that the 2319 Gianera Street Property is surplus land as defined in the Surplus Land Act (Gov. Code sections 54220 et seq.) and is not necessary for City use.

3. That the City Council finds that the declaration that the Property is surplus land is exempt from the California Environmental Quality Act ("CEQA") (Public Resources Code § 21000, et seq.) pursuant to State CEQA Guidelines Sections 15060(c)(2), 15060(c)(3), 15378, and 15061(b)(3), as the declaration and activity will not result in a direct or reasonably foreseeable indirect physical change in the environment, the declaration and activity are not a "project" as defined in CEQA, and it can be seen with certainty that there is no possibility that the declaration and activity will have a significant effect on the environment because no development or construction is proposed.

4. That the City’s officers and staff are hereby authorized to do all which may bedeemed necessary or proper to effectuate the purpose of this Resolution, including but not limited to issuance of a Notice of Availability to the required entities and negotiation for the sale of the Property in accordance with the SLA.
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Resolution/To Declare the 2319 Gianera Street Property as Surplus Land Rev: 11/22/17

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE DAY OF , 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference: None
DRAFT
March , 2023
RE: Notice of Availability/Offer to Sell Surplus Property To All Interested Parties:

As required by Government Code Section 54220 of the State of California, the City of Santa Clara is providing notification that the City intends to sell the surplus property located at 2319 Gianera Street is further identified in Attachment A hereto.

In accordance with Government Code Section 54222, you have sixty (60) days from the date this offer was sent via certified mail or electronic mail to notify the City of your interest in acquiring the property. However, this offer shall not obligate the City to sell the Property to you. Instead, the City would enter into at least ninety (90) days of negotiations with you pursuant to Government Code Section 54223. If no agreement is reached on sales price and terms, the City may market the Property to the general public.

As required by Government Code Section 54227, if the City receives more than one letter of interest during this 60 day period, it will give first priority to entities proposing to develop housing where at least 25 percent of the units will be affordable to lower income households. If more than one such proposal is received, priority will be given to the proposal with the greatest number of affordable units. If more than one proposal specifies the same number of affordable units, priority will be given to the proposal that has the lowest average affordability level.

In the event your agency or company is interested in purchasing the property, you must notify the City in writing within sixty (60) days of the date this notice was sent via certified mail or electronic mail. Notice of your interest in acquiring the property shall be delivered to:

Manuel Pineda, Assistant City Manager/Chief Electric Utility Officer City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
You may also direct your questions to [email protected] or by calling Manuel Pineda at 408-615-2217.

Entities proposing to submit a letter of interest are advised to review the requirements set forth in the Surplus Land Act (Government Code Section 54220-54234).

ATTACHMENT A
2319 Gianera Street
Property Location: 2319 Gianera Street
Santa Clara CA, 95054
Assessor Parcel Number: 104-05-052
Property Owner: City of Santa Clara
Site Information
Zoning: Single Family Residential (R1-6L)
FEMA Flood Map: 06085C0064H (Zone X)
Gross Land Area: 12,478 SF
Usable Land Area: 12,478 SF
Total Land Area 12,478 SF
1 2
Item #9: Resolution Declaring
the 2319 Gianera Street
Property Surplus
2319 Gianera Street

POST MEETING MATERIAL
1 3
4 · Background
• The City of Santa Clara owns the
single-family home located at 2319
Gianera Street
• The City purchased the property with
general funds in 1983 for $155,000
• The City last used the property as
affordable housing, and it has been
vacant since around 2012-14
• Built in the 19601s
• Gross Building Area - 1,140 SF
• Lot size - 12,478 SF
2 5
6 Current Status
• No day-to-day needs to maintain the
property
• Maintained as an as needed basis -
· landscaping, weed management, etc.
• Fence replacement is required and is
underway
• Staff has requested assistance from the
Police Department due to trespassing
issues
Surplus Land Act
• Resolution declares the property as
Surplus Land.
• Council finds that the City owns the
Property in fee simple, the City does not
currently use it, and the City has no
written or adopted plan for future use.
• The Property is no longer necessary for
the City's use or operations and thus
should be declared surplus.
• Surplus Land Act Process does not mean
City has to sell now
3 \,
7 8
Next Steps
• Notice of Availability
- If the City Council adopts the proposed Resolution declaring the 2319 Gianera property as Surplus Land, staff will proceed with issuing a Notice of Availability (NOA) • After the City issues the NOA, it cannot take any action to dispose of the Loyalton Ranch Property for 60 days
• If the City receives one or more responses to the NOA within those 60 days, the City must engage in good faith negotiations with the responding parties for at least 90 days ·
• There are specific requirements regarding accepting and rejecting certain types of offers, and the City will provide the City Council with any necessary updates as the process continues
Item #9: Resolution Declaring
the 2319 Gianera Street
Property Surplus ·
4 Resolution/To Declare the 2319 Gianera Street Property as Surplus Land Rev: 11/22/17

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RESOLUTION NO. 23-9203

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,

TO DECLARE THE CITY OWNED VACANT PROPERTY
LOCATED AT 2319 GIANERA STREET (APPROXIMATELY
12,478 SF LOT) OWNED BY THE CITY AS SURPLUS LAND
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, the City is the owner that certain property located at 2319 Gianera Street that contains a single-family home on at 12,478 sf lot (“Property”); and WHEREAS, the City purchased the property with general funds in 1983 for $155,000; and WHEREAS, the Property has not been utilized any purpose since approximately 2012; and WHEREAS, the SLA requires that before a local agency takes any action to sell or lease its property, it must declare the property to be either “surplus land” or “exempt surplus land;” and WHEREAS, under the Surplus Land Act (the “SLA”), Government Code § 54220-54233, “surplus land” means land owned in fee simple by any local agency for which the local agency’s governing body takes formal action in a regular meeting declaring that such land is surplus and is not necessary for the agency’s use; and
WHEREAS, the City owns the Property in fee simple, the City does not currently use the Property, and the City has no written or adopted plan for future use of the Property, so the Property is no longer necessary for the City’s use or operations; and WHEREAS, along with declaring the property surplus, the SLA also requires the City to give written notice of the availability of the Property to certain groups and entities prior to disposing of the Property; and
WHEREAS, the City Council therefore finds that the Property is surplus land as defined by the SLA and is not necessary for the City’s use.
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Resolution/To Declare the 2319 Gianera Street Property as Surplus Land Rev: 11/22/17

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

1. That the aforementioned recitals are true and correct and are incorporated herein.

2. That the City Council finds that the 2319 Gianera Street Property is surplus land as defined in the Surplus Land Act (Gov. Code sections 54220 et seq.) and is not necessary for City use.

4. That the City's officers and staff are hereby authorized to do all which may be deemed necessary or proper to effectuate the purpose of this Resolution, including but not limited to issuance of a Notice of Availability to the required entities and negotiation for the sale of the Property in accordance with the SLA.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 7TH DAY OF MARCH, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments incorporated by reference: None
Becker, Hardy, Jain, and Watanabe, and Mayor
Gillmor
Chahal and Park
None
None ~ /J
ATTEST:_~--~~- - ----- NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Resolution!To Declare the 2319 Gianera Street Property as Surplus Land Rev: 11 /22/17

Page 3 of 3 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-386 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Proclaim April as National Autism Acceptance Month

BACKGROUND
Autism Acceptance Month in April aims to celebrate and promote acceptance for all individuals with autism. Autism is a complex developmental condition affecting the individual’s ability to interact, communicate, and progress, has not one but many subtypes. First held in the year 1972 by the Autism Society, and formerly Autism Awareness Month, Autism Acceptance Month emphasizes the need for public awareness to promote acceptance, celebrate the differences, and be more inclusive towards autistic individuals around us.

DISCUSSION
The City of Santa Clara will proclaim the month of April as National Autism Acceptance Month at the City Council meeting on April 18, 2023. The Pacific Autism Education Center (PACE) will be present to accept the proclamation. Founded in 1989, PACE provides high-quality programs for children and adults who live with moderate-to-severe autism, especially those who struggle with communication.

ENVIRONMENTAL REVIEW
This is an information report only and no action is being taken by the City Council and no environmental review under the California Environmental Quality Act (“CEQA”) is required.

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

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.

Reviewed by: Maria Le, Assistant to the City Manager, Mayor and Council Offices Approved by: Office of the City Manager
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@SantaClaraCity
23-462 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Proclamation of April 23-29, 2023 as National Library Week

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
National Library Week (April 23 - 29, 2023) is a time to celebrate our nation's libraries, the contributions of its workers and to promote expanded library use and support. The theme for National Library Week 2023 is "There's More to the Story," to raise awareness that libraries offer so much more than library collections.

Today’s Library lends items like museum passes, games and tools. Library programming brings communities together for entertainment, education, and connection through book clubs, storytimes, movie nights, crafting classes and lectures. In the post-COVID environment, libraries like Santa Clara’s provide internet and technology access, literacy skills training and support for businesses, job seekers and entrepreneurs to help restore the economic vitality of the communities they serve.

In recognition of the many contributions made by the Santa Clara City Library including serving as one of the largest voting centers in the County, as a COVID testing site throughout the pandemic and as one of the City’s primary community gathering hubs for connecting and learning, the Board of Library Trustees at their April 3, 2023 meeting, took action to recommend the City Council proclaim the week of April 23-29 as National Library Week. This proclamation will bring awareness to the impact the Library makes in supporting the cultural, educational, economic, technological and informational needs in the lives of so many in Santa Clara.

DISCUSSION
The American Library Association (ALA) kicks off National Library Week with the release of its State of America's Libraries Report, including the list of Top Ten Most Challenged Books of 2022. The following is a summary of National Library Week events:

Monday, April 24: State of America's Libraries Report released.

Tuesday, April 25: National Library Workers Day, a day for library staff, users, administrators, and Friends groups to recognize the valuable contributions made by all library workers.

Wednesday, April 26: National Library Outreach Day (formerly National Bookmobile Day), a day to celebrate library outreach and the dedicated library professionals who are meeting their patrons where they are.

Thursday, April 27: Take Action for Libraries Day, a day to rally advocates to support libraries.

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23-462 Agenda Date: 4/18/2023
Santa Clara residents are invited to visit any (or all) of the City’s three locations during the week as we celebrate our libraries.

ENVIRONMENTAL REVIEW
This is an informational report only and no action is being taken by the City Council and no environmental review under the California Environmental Quality Act (“CEQA”) is required.

FISCAL IMPACT
There is no fiscal impact.

Reviewed by: Patty Wong, City Librarian
Approved by: Cynthia Bojorquez, Assistant City Manager
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23-551 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Proclaim April 30 through May 6, 2023 as Municipal Clerks Week

BACKGROUND
April 30 through May 6, 2023 will be the 54th Annual Professional Municipal Clerks Week. Initiated in 1969 by International Institute of Municipal Clerks (IIMC) and endorsed by all of its members throughout the United States, Canada and 15 other countries, the week is a time of celebration and reflection on the importance of the Clerk’s office. In 1984, President Ronald Reagan signed a proclamation that officially declared Municipal Clerks Week the first full week of May. In 1994 and 1996, President Bill Clinton also signed proclamations confirming Municipal Clerks Week.

IMCC is a professional, nonprofit association that promotes continuing education and certification. It is the leading professional association serving the needs of municipalities through promoting municipal research administration, enhancing critical professional skill development and fostering a spirit of mutual assistance and good fellowship among municipal clerks around the globe.

DISCUSSION
Professional Municipal Clerks have pledged to be ever mindful of their neutrality and impartiality, rendering equal service to all. The Professional Municipal Clerk serves as the information center on functions of local government and community; and continually strive to improve the administration of the affairs of the Office of the Professional Municipal Clerk.

In honor of Municipal Clerks Week, the Mayor has signed a City Proclamation, proclaiming the week of April 30 through May 6, 2023, as Municipal Clerks Week in the City of Santa Clara.

Reviewed by: Nora Pimentel, Assistant City Clerk
Approved by: Office of the City Manager
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23-543 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Action on the Minutes of March 7, 2023 Joint Council and Authorities Concurrent and Santa Clara Stadium Authority Meeting and the March 21, 2023 Joint Council and Authorities Concurrent and Santa Clara Stadium Authority Meeting

RECOMMENDATION
Promote Community Engagement and Transparency

RECOMMENDATION
Approve the Meeting Minutes Action on the Minutes of March 7, 2023 Joint Council and Authorities Concurrent and Santa Clara Stadium Authority Meeting and the March 21, 2023 Joint Council and Authorities Concurrent and Santa Clara Stadium Authority Meeting.

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City of Santa Clara
Minutes
Joint Council and Authorities Concurrent &
Santa Clara Stadium Authority
Draft
4:00 PM Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
03/07/2023
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306 or
How to Submit Written Public Comment Before City Council Meeting:

1. Use the eComment tab located on the City Council Agenda page https://santaclara.legistar.com/Calendar.aspx). eComments are directly sent to the iLegislate application used by City Council and staff, and become part of the public record. eComment closes 15 minutes before the start of a meeting.

2. By email to [email protected] by 12 p.m. the day of the meeting. Those emails will be forwarded to the Council and will be uploaded to the City Council Agenda as supplemental meeting material. Emails received after the 12 p.m. cutoff time up through the end of the meeting will form part of the meeting record. Please identify the Agenda Item Number in the subject line of your email.

NOTE: Please note eComments and Emails received as public comment will not be read aloud during the meeting.

Agendas, Staff Reports and some associated documents for City Council items may be viewed on the Internet at https://santaclara.legistar.com/Calendar.aspx All public records relating to an open session item on this agenda, which are not exempt from disclosure pursuant to the California Public Records Act, that are distributed to a majority of the legislative body will be available for public inspection at the Office of the City Clerk at Sana Clara City Hall, 1500 Warburton Avenue, Santa Clara, CA 95050 at the same time that the public records are distributed or made available to the legislative body. Any draft contracts, ordinances and resolutions posted on the Internet site or distributed in advance of the Council meeting may not be the final documents approved by the City Council. For the final document, you many contact the Office of the City Clerk at (408) 615-2220 or [email protected].

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Concurrent & Stadium Authority
Meeting Minutes
Closed Session - 4:00 PM | Regular Meeting - 7:00 PM
4:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Mayor/Chair Gillmor called the Closed Session meeting to order at 4:02 p.m.

Council/Boardmember Becker arrived at 4:06 p.m.

Roll Call
Councilmember Kathy Watanabe, Councilmember Raj Chahal, Councilmember Karen Hardy, Vice Mayor Kevin Park,
Councilmember Suds Jain, Councilmember Anthony Becker, and Mayor Lisa M. Gillmor

Present: 7 -

1.A 23-267 Conference with Legal Counsel-Anticipated Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(2) - Exposure to litigation Number of potential cases: 1
Facts and Circumstances: Pursuant to Gov. Code § 54956.9(e)(1) - Not disclosed on agenda

1.B 23-330 Conference with Legal Counsel-Existing Litigation (CC, SA) Pursuant to Gov. Code § 54956.9(d)(1)
Forty Niners SC Stadium Company LLC v. Santa Clara Stadium Authority, JAMS Consolidated Case No. 1110024318
Public Comment
There were none.

Convene to Closed Session (Council Conference Room)
Mayor/Chair Gillmor reconvened into Closed Session at 4:03 p.m. 7:00 PM JOINT COUNCIL/STADIUM AUTHORITY MEETING
Call to Order
Mayor/Chair Gillmor reconvened and called the Regular Meeting to order at 7:01 p.m.

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Pledge of Allegiance and Statement of Values
Council/Board recited the Pledge of Allegiance.

Council/Boardmember Jain recited the Statement of Values.

Assistant City Clerk/Secretary Pimentel recited the AB 23 Announcement and Behavioral Standards.

Assistant City Clerk/Secretary Pimentel also noted that any registered Lobbyist speaking during Public Meeting will need to identify themselves and who they represent.

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS
Mayor/Chair Gillmor introduced City Attorney/Stadium Authority Counsel Glen Googins.

City Attorney/Stadiuam Authority Counsel Googins stated there was no reportable action.

City Attorney/Stadiuam Authority Counsel Googins thanked the Council for the opportunity and thanked staff for the warm welcome he has received.

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS
Mayor/Chair Gillmor noted that Items 10, 8, and 6 will be heard after the Consent Calendar.

SPECIAL ORDER OF BUSINESS

3.A 23-95 Recognition of STEM Winners for the Santa Clara County 2022 Synopsys Championship Science Fair
Mayor Gillmor recognized the STEM Winners for the Santa Clara County 2022 Synopsys Champions Science Fair.

Former City of San Jose Councilmember Williams made some remarks in recognition of the STEM winners.

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3.B 23-1546

CONSENT CALENDAR
Recognition of Kent Clerk as Santa Clara Fire Department Volunteer Firefighter
Mayor Gillmor recognized Santa Clara Fire Department Volunteer Fire Chief Kent Clerk.

Former Santa Clara Fire Chief Phil Kleinheinz made a few comments.

Santa Clara Fire Department Volunteer Fire Chief Kent Clerk made some remarks.

Councilmember Hardy recused herself from Item 4.D because it is within 500-feet from her property.

Councilmember Chahal recused himself from Item 4.M because it is within 1000-feet from his property.

Councilmember Becker Becker pulled Item 4.O.

A motion was made by Council/Boardmember Becker, seconded by Council/Boardmember Chahal, to approve the balance of the Consent Calendar.

Aye: Council/Boardmember Watanabe, Council/Boardmember Chahal, Council/ Boardmember Hardy, Vice Mayor/Chair Park, Council/Boardmember Jain, Council/Boardmember Becker, and Mayor/Chair Gillmor
7 -

4.A 23-341 Action on November 1, 2022 Council and Authorities Concurrent and Special Santa Clara Stadium Authority; and November 15, 2022 Joint Council and Authorities Concurrent and Santa Clara Stadium Authority Recommendation: Approve the Meeting Minutes of November 1, 2022 Council and Authorities Concurrent and Special Santa Clara Stadium Authority; November 15, 2022 Joint Council and Authorities Concurrent and Santa Clara Stadium Authority
A motion was made by Council/Boardmember Becker, seconded by Council/Boardmember Chahal, to approve staff recommendation.

Aye: Council/Boardmember Watanabe, Council/Boardmember Chahal, Council/ Boardmember Hardy, Vice Mayor/Chair Park, Council/Boardmember Jain, Council/Boardmember Becker, and Mayor/Chair Gillmor
7 -
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4.B 23-08 Board, Commissions and Committee Minutes
Recommendation: Note and file the Minutes of:

Youth Commission - January 10, 2023
Downtown Community Task Force - November 17, 2022
Parks & Recreation Commission - January 17, 2023
Senior Advisory Commission - January 23, 2023
A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.C 23-221 Action on Bills and Claims Report (CC, SCSA) for the period January 7, 2023 - February 3, 2023
Recommendation: Approve the list of Bills and Claims for January 7, 2023 - February 3, 2023.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.D 23-34 Action on a Resolution Ordering the Vacation of a Water Easement, Electric Easement, and Electric Easement Underground at 3710 El Camino Real
Recommendation: 1. Adopt a Resolution Ordering the Vacation of a Water Easement, Electric Easement, and Electric Easement Underground at 3710 El Camino Real [APN 313-06-007 & 008 (2022-23); SC 22-0050]; and

2. Authorize the recordation of the Resolution.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to adopt Resolution 23-9195 ordering the vacation of a Water Easement, Electric Easement, and Electric Easement Underground at 3710 El Camino Real [APN 313-06-007 & 008] (2022-23); SC 22-0050] and authorize the recordation of the Resolution.

Aye: Councilmember Watanabe, Councilmember Chahal, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor 6 -
Recused: 1 - Councilmember Hardy
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4.E 23-98 Action to Delegate Authority to the City Manager to Negotiate and Execute an Agreement for Services with Energy and Environmental Economics, Inc. to Complete an Integrated Resources Plan (IRP) and Perform Related Services for Silicon Valley Power
Recommendation:

1. Approve and authorize the City Manager to negotiate and execute an Agreement with Energy and Environmental Economics, Inc. to complete an Integrated Resources Plan (IRP) and perform related services for Silicon Valley Power , for a five-year term beginning on or around March 15, 2023, with a maximum compensation not to exceed $500,000; and

2. Authorize the City Manager to take any and all actions as are necessary or advisable to implement and administer the Agreement and negotiate and execute amendments to the Agreement to (a) add or delete services consistent with the scope of services; (b) incorporate future rate adjustments; and (c) increase total maximum compensation to an amount not to exceed $750,000, subject to the appropriation of funds.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.F 23-59 Action on Agreement with GFI Entertainment, LLC for Concert Production and Stage Management Services for City Special Events
Recommendation: 1. Authorize the City Manager to execute an agreement with GFI Entertainment, LLC for concert production and stage management services for a five-year term with maximum compensation not-to-exceed $455,508.46, subject to the appropriation of funds.

2. Authorize the City Manager to execute amendments to the agreement to modify the scope of services, including to add or reduce events, during the term of the agreement.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
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4.G 23-185 Action on the Agreement with Raimi & Associates, Inc. for Consultant Services to Revise the El Camino Real Specific Plan Draft Recommendation: 1. Authorize the City Manager to execute the Agreement with Raimi & Associates, Inc. to revise the El Camino Specific Plan Draft for a maximum compensation not to exceed $370,371;

2. Authorize the City Manager to execute amendments to the Agreement including increasing maximum compensation and extending the term as may be required to complete the El Camino Specific Plan, subject to the annual appropriation of funds.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.H 23-187 Action on Agreement to Fund up to $266,000 for Modernization and Repair of an Aging Elevator at the Bill Wilson Safety Net Shelter at 3490 The Alameda in Santa Clara
Recommendation: Alternative 1:Authorize the City Manager’s Office to negotiate and execute an agreement with Bill Wilson Center to fund up to $266,000 for the modernization and repair of an aging elevator at the Bill Wilson Safety Net Shelter at 3490 The Alameda in Santa Clara, subject to the availability of CDBG funds.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.I 23-166 Action on Amendment No. 4 to the Agreement with Mintier Harnish, LP, for Preparation of the Zoning Code Update
Recommendation: Approve and authorize the City Manager to execute Amendment No. 4 to the Agreement for the Performance of Services with Mintier Harnish, LP, for preparation of the Zoning Code Update to increase the total not to exceed amount by $50,000 for a total cost of $373,690 and extend the termination date to December 31, 2024.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
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4.J 23-244 Actions to Approve Various Modifications to Existing Classified Job Specifications and Adopt a Resolution Approving the Updated Classified Salary Plan
Recommendation: Approve revisions to various existing classified class specifications, and adopt a resolution approving the updated classified salary plan to reflect the retitled classification of the Utility Conservation/Efficiency Coordinator A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve various existing classified class specifications, and adopt Resolution 23-9196 approving the updated classified salary plan to reflect the retitled classification of the Utility Conservation/Efficiency Coordinator.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.K 23-175 Action on Adoption of a Resolution Authorizing the Submittal of Application(s) for the California Department of Water Resources Urban Multi-Benefit Drought Relief Grant Program
Recommendation: Adopt a Resolution authorizing the City Manager to apply for, accept, and execute a grant agreement with the California Department of Water Resources for the Urban Multi-Benefit Drought Relief Grant Program.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to adopt Resolution 23-9197 authorizing the City Manager to apply for, accept, and execute a grant agreement with the California Department of Water REsources for the Urban Multi-Benefit Drought Relief Program.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.L 23-325 Action on a Resolution Approving the 2023 Salary Setting Commission Calendar of Meetings, and Setting the Number and Start Time of Regular Meetings of the Salary Setting Commission
Recommendation: Adopt a Resolution approving the 2023 Salary Setting Commission Calendar of Meetings, and setting the number and start time of regular Salary Setting Commission meetings.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to adopt Resolution 23-9198 approving the 2023 Salary Setting Commission Calendar of Meetings, and setting the number and start time of regular Salary Setting Commission meetings.

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Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.M 23-127 Action to Adopt a Resolution Approving the Water Supply Assessment for 960 Central Expressway
Recommendation: Adopt a Resolution approving the Water Supply Assessment for 960 Central Expressway.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to adopt Resolution 23-9199 approving the Water Supply Assessment for 960 Central Expressway.

Aye: Councilmember Watanabe, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor 6 -
Recused: 1 - Councilmember Chahal

4.N 23-327 Authorize the Office of the City Manager to execute the 2021-2025 Memorandum of Understanding Between the City of Santa Clara and the Engineers of the City of Santa Clara (Unit 4), that incorporates the terms of the Parties’ Joint Recommendation on terms for a successor Memorandum of Understanding, and Adoption of a Resolution to Update the Classified Salary Plan for Classifications represented by Unit 4.

Recommendation: 1. Authorize the Office of the City Manager to execute the 2021-2025 Memorandum of Understanding Between the City of Santa Clara and the Engineers of the City of Santa Clara (Unit 4), with effective dates of December 20, 2021 - June 30, 2025, that incorporates the terms of the Parties’ Joint Recommendation on terms for a successor Memorandum of Understanding; and

2. Adoption of a Resolution to approve the revised salary plan for various classified positions to satisfy the requirements of California Code of Regulations Section 570.5.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to authorize the Office of the City Manager to execute the 2021-2025 Memorandum of Understanding between the City of Santa Clara and the Engineers of the City of Santa Clara (Unit 4), that incorporates the the terms of the Parties' Joint Recommendation on terms for a successor Memorandum of
Understanding; and adopt Resolution 23-9200 to approve the revised salary plan for various classified positions to satisfy the requirements of California Code of Regulations Section 570.5.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
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4.P 23-328 Action to Waive First Reading and Introduce an Ordinance Approving a Project to Remove Invasive Plants and Replant with Native Drought Tolerant Species at Ulistac Natural Area in Accordance with City Charter Section 714, and Approving a Resolution in Support of a Grant Application to Valley Water’s Safe, Clean Water Program; Determine that the proposed actions are categorically exempt from CEQA pursuant to Section 15304 and 15269(c) of Title 14 of the California Code of Regulations Recommendation: 1. Determine that the proposed actions are categorically exempt from CEQA pursuant to Section 15304 and 15269(c) of Title 14 of the California Code of Regulations; and

2. Approve a Resolution in Support of an Application to Valley Water’s Safe, Clean Water Program Project Grant for Invasive Plant Removal and Habitat Restoration Monitoring at Ulistac Natural Area; and,

3. Authorize the City Manager, or his designee, to conduct all negotiations, execute and submit all documents necessary for the application, administration, and completion of the project to remove invasive plants and replant with native drought tolerant species at Ulistac Natural Area, subject to budget authorization; and

4. Waive first reading and introduce an ordinance approving a Project to remove invasive plants and replant with native drought tolerant species at Ulistac Natural Area in accordance with City Charter Section 714.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to determine that the proposed actions are categorically exempt from CEQA pursuant to Section 15304 and 15269(c) of Title 14 of the California Code of Regulations; approve Resolution 23-9201 in support of an application to Valley Water's Safe, Clean Water Program Project Grant for invasive plan removal and habitat restoration monitoring at Ulistac Natural Area; authorize the City Manager, or his designee, to conduct all negotiations, execute and submit all documents necessary for application, administration, and completion of the project to remove invasive plants and replant with native drought tolerant species at Ulistac Natural Area, subject to budget authorization; and waive first reading and introduce Ordinance No. 2057 approving a Project to remove invasive plants and replant with native drought tolerant species at Ulistac Natural Area in accordance with City Charter Section 714.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
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SANTA CLARA STADIUM AUTHORITY CONSENT CALENDAR

5.A 23-256 Action on Stadium Authority Bills and Claims for the Month of January 2023 Recommendation: Approve the list of Stadium Authority Bills and Claims for January 2023.

A motion was made by Boardmember Becker, seconded by
Boardmember Chahal, to approve staff recommendation.

Aye: Boardmember Watanabe, Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, Boardmember Becker, and Chair Gillmor
7 -

5.B Action on Request Submitted the Stadium Manager to Execute Agreement with Global Water Technology, Inc. for Water Treatment Program and Related Services at Levi’s Stadium

5.B.1 23-299 Request from the Stadium Manager to Execute Agreement with Global Water Technology, Inc. for Water Treatment Program and Related Services at Levi’s Stadium

5.B.2 23-300 Report from Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Agreement with Global Water Technology, Inc. for Water Treatment Program and Related Services at Levi’s Stadium Recommendation:

Approve the Stadium Manager’s request to execute an agreement with Global Water Technology, Inc. for to provide a water treatment program and related services for a three-year period from April 1, 2023 to March 31, 2026, with the option to extend for additional two one-year periods, in an amount not to exceed $25,000 per contract year for a total not to exceed amount of $75,000 over the three-year period, subject to budget appropriations.

A motion was made by Boardmember Becker, seconded by
Boardmember Chahal, to approve staff recommendation.

Aye: Boardmember Watanabe, Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, Boardmember Becker, and Chair Gillmor
7 -

5.C Action on Request Submitted by the Stadium Manager to Execute Agreement with Advanced Integrated Pest Management (Advanced IPM) for Pest Control Services for Levi’s Stadium

5.C.1 23-306 Request from the Stadium Manager to Execute Agreement with Advanced Integrated Pest Management (Advanced IPM) for Pest Control Services for Levi’s Stadium
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5.C.2 23-307 Report from Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Agreement with Advanced Integrated Pest Management (Advanced IPM) for Pest Control Services for Levi’s Stadium Recommendation:

Approve the Stadium Manager’s request to execute an agreement with Advanced IPM for pest control services for Levi’s Stadium for a three-year period beginning April 1, 2023 through March 31, 2026, with the option to extend for two additional one-year periods, in an amount not to exceed $85,000 for the first contract year and $82,500 for the second and third contract years for a total not to exceed amount of $250,000 over the three-year period, subject to budget appropriations.

A motion was made by Boardmember Becker, seconded by
Boardmember Chahal, to approve staff recommendation.

Aye: Boardmember Watanabe, Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, Boardmember Becker, and Chair Gillmor
7 -

PUBLIC PRESENTATIONS
Karen Cornwell, Kirk Vartan, Michael were called to speak 23-413

CONSENT ITEMS PULLED FOR DISCUSSION
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4.O 23-1466 Action on Reappointment of Board and Commission Members, Declaring Commissioner Vacancies, and Setting Dates for Recruitment and Interviews
Recommendation: 1. Reappoint the nine (9) eligible commissioners to serve a four-year term each ending June 30, 2027;

2. Declare seven (7) positions to fill:
· Four (4) full terms each ending on June 30, 2027 on the following commissions: (two (2) on the Civil Service Commission, one (1) on the Senior Advisory Commission and one (1) on the Historic Landmarks Commission;
· One (1) partial term ending on June 30, 2025 on the Civil Service Commission; and
· One (1) partial term ending June 30, 2024 on the Planning Commission
· One (1) partial term ending June 30, 2025 on the Cultural Commission

3. Set the recruitment to open on March 10, 2023

4. Set April 21, 2023 by 5:00 p.m. as the application deadline; and

5. Set May 15, 2023 to conduct interviews.

Councilmember Becker pulled Item 4.O for comment.

Council comments followed.

Public Speaker:

Lee Broughman
A motion was made by Councilmember Hardy, seconded by
Councilmember Chahal, to continue the reappointment of nine (9) eligible commissioners to serve a four-year term each ending June 30, 2027 to a future date and move forward with the open recruitment.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

SANTA CLARA STADIUM AUTHORITY GENERAL BUSINESS
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10. 23-1479 Action on the Proposed Santa Clara Stadium Authority Fiscal Year 2023/24 Budget, Stadium Operation and Maintenance Plan, and 2023 Non-NFL Events Marketing Plan
Recommendation: Staff recommends Alternatives 1 and 2:

1. Adopt the Santa Clara Stadium Authority Fiscal Year 2023/24 Operating, Debt Service, and Capital Budget;

2. Note and file the 2023 Marketing Plan.

Stadium Treasurer Lee gave a PowerPoint presentation.

Boardmember comments and questions followed.

Stadium Treasurer Lee responded to Boardmember questions.

Stadium Counsel Googins and Outside Legal Counsel Mohammed Walizadeh responded to Boardmembers' questions.

Alex Acton, Finance Manager for the San Francisco 49ers, responded to questions.

Public Speakers:
(1) Public Speaker
Assitant City Manager Shikada responded to questions regarding the FIFA agreement with the San Francisco 49ers.

Boardmember comments and questions ensued.

Stadium Treasurer Lee responded to Boardmember questions.

Additional Boardmember comments continued.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, and Boardmember Becker

Aye: 5 -
Nay: 2 - Boardmember Watanabe, and Chair Gillmor
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PUBLIC HEARING/GENERAL BUSINESS

8. 23-264 Action to Waive First Reading and Approve Introduction of an Ordinance Amending Sections 17.30.040 (“Supplies, Goods and Equipment”),

17.30.080 (“Best Value Selection Procedures”), 17.30.090 (“Formal Bidding Procedure”), 17.30.120 (“Service Contracts - Signature Authority”), and 17.30.130 (“Public Works”) of Title 17 (“Development”) of “The Code of the City of Santa Clara, California” to Provide the Executive Director of the Stadium Authority With Signature Authority For Contracts Up To $100,000 in Allocated Value
Recommendation: Waive First Reading and approve the Introduction of an Ordinance amending Sections 17.30.040 (“Supplies, Goods and Equipment”),

17.30.080 (“Best Value Selection Procedures”), 17.30.090 (“Formal Bidding Procedure”), 17.30.120 (“Service Contracts - Signature Authority”), and 17.30.130 (“Public Works”) of Title 17 (“Development”) of “The Code of the City of Santa Clara, California” to provide the Stadium Authority Executive Director with signature authority to execute contracts for services and public works and to acquire supplies, goods, and equipment, in an amount up to and including $100,000 as allocated to and authorized by the Stadium Authority by adoption of the annual budget.

Assistant City Manager Shikada gave a PowerPoint presentation.

Council comments and questions followed.

Assistant City Manager Shikada responded to questions.

A motion was made by Councilmember Becker, seconded by
Councilmember Jain, to waive first reading and approve the introduction of Ordinance No. 2058 amending Sections 17.30.040 ("Supplies, Goods and Equipment"), 17.30.080 ("Best Value Selections Procedures"), 17.30.090 ("Formal Bidding Procedure"),

17.30.120 ("Service Contracts - Signature Authority") and 17.30.130 ("Public Works") of Title 17 ("Development") of "The Code of the City of Santa Clara, California" to provide Stadium Authority Executive Director with signature authority to execute contracts for services and public works and to acquire supplies, goods, and equipment, in an amount up to and including $100,000 as allocated to and authorized by the Stadium Authority by adoption of the annual budget.

Aye: Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, and Councilmember Becker
5 -
Nay: 2 - Councilmember Watanabe, and Mayor Gillmor
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6. 23-351 Action on Adoption of Resolution to Delegate Signature Authority and Appoint Acting Director of Emergency Services
Recommendation: Adopt the Resolution to Delegate Signature Authority and Appoint Acting Director of Emergency Services
Outside Legal Counsel Jenica Maldonado provided a verbal report.

A motion was made by Councilmember Becker, seconded by
Councilmember Jain, to adopt Resolution 23-9201 to delegate Signature Authority and appoint Nadine Nader as the Acting Director of Emergency Services.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

7. 23-274 Action on Resolution for an Exception to the 180 Day Waiting Period to Appoint Retired Annuitant, Eric Calleja, to Serve as Temporary Extra Help (Per Government Code Sections 7522.56 and 21224) in the Community Development Department to Perform Work as a Housing Development Officer
Recommendation: Alternative 1: Adopt the attached Resolution for an Exception to the 180 Day Waiting Period To Appoint, Eric Calleja, A Retired Annuitant To Serve as Temporary Extra Help (Government Code Sections 7522.56 and 21224) in the Community Development Department to Perform Work as a Housing Development Officer
A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to adopt Resolution 23-9204 for an exception to the 180-day waiting period to appoint retired annuitant, Eric Calleja, to serve as temporary extra help (Per Government Code Sections 7522.56 and 21224) in the Community Development Department to perform work as a Housing Development Officer.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
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9. 23-238 Action on a Resolution Declaring City-Owned Property Located at 2319 Gianera Street as Surplus Land as Required by State Law [APNs:
104-05-052]
Recommendation: Alternative 1: Approve a Resolution Declaring City-Owned Property Located at 2319 Gianera Street Surplus.

Assistant City Manager Pineda gave a PowerPoint presentation.

Council comments and questions followed.

Assistant City Manager Pineda responded to questions.

Public Speaker:
(1) Public Speaker
A motion was made by Councilmember Becker, seconded by
Councilmember Jain, to approve Resolution 23-9203 declaring City-Owned property located at 2319 Gianera Street surplus.

Aye: Councilmember Watanabe, Councilmember Hardy, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
5 -
Nay: 2 - Councilmember Chahal, and Vice Mayor Park

REPORTS OF MEMBERS AND SPECIAL COMMITTEES
Councilmember Hardy reported that she met with a new Santa Clara Valley Water Boardmember, former State Senator Jim Beall and stated that Valley Water is setting forth an idea of Joint Power Authority with Valley Water and the neighboring cities to address homelessness along the creeks.

Vice Mayor Park reported the annual Tequila Tasting event at the Triton Museum will be held on March 24, 2023.

Councilmember Jain reported attending the American Public Power Legislation Rally in Washington DC on February 26-March 1, 2023.

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
There was none.
23-334 Tentative Meeting Agenda Calendar (TMAC)

ADJOURNMENT
A motion was made by Council/Boardmember Becker, seconded by Vice Mayor/Chair Park, to adjourn the meeting at 10:23 p.m.

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Aye: Council/Boardmember Watanabe, Council/Boardmember Chahal, Council/ Boardmember Hardy, Vice Mayor/Chair Park, Council/Boardmember Jain, Council/Boardmember Becker, and Mayor/Chair Gillmor
7 -
The next regular scheduled meeting is on Tuesday, March 21, 2023 in the City Hall Council Chambers.

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The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

STREAMING SERVICES: As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

Note: The public cannot participate in the meeting through these livestreaming methods; livestreaming capabilities may be disrupted at times, viewers may always view and participate in meetings in-person and via Zoom as noted on the agenda.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC)
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.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker."
In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format. Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

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MEETING DISCLOSURES
City of Santa Clara
Minutes
Joint Council and Authorities Concurrent &
Santa Clara Stadium Authority
Draft
4:00 PM Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
03/21/2023
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306
o Phone 1 (669) 900-6833
How to Submit Written Public Comment Before City Council Meeting:

Please identify the Agenda Item Number in the subject line of your email. NOTE: Please note eComments and Emails received as public comment will not be read aloud during the meeting.

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Closed Session - 4:00 PM | Study Session - 6:00 PM | Regular Meeting - 7:00 PM 4:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Mayor Gillmor called the meeting to order at 4:08 p.m.

Roll Call
Councilmember Kathy Watanabe, Councilmember Raj Chahal, Councilmember Karen Hardy, Vice Mayor Kevin Park,
Councilmember Suds Jain, Councilmember Anthony Becker, and Mayor Lisa M. Gillmor

Present: 7 -

1.A 23-326 Conference with Legal Counsel-Existing Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(1)
Bloom Energy Corporation, et al. v. City of Santa Clara, et al., Santa Clara County Superior Court Case No. 21CV383800
(Deferred from February 21, 2023)

1.B 23-363 Conference with Real Property Negotiators (CC) Pursuant to Gov. Code § 54956.8
Property: 981 Fremont Street, Santa Clara, CA 95050; APN 984-12-011
City/Authority Negotiator: City Manager (or designee)
Negotiating Parties: Jeff Riser, Kappa Alpha Theta; Teresa Smith, Fraternity Housing Corporation
Under Negotiation: Purchase/Sale/Exchange/Lease of Real Property (provisions, price and terms of payment)

1.C 23-429 Conference with Legal Counsel-Anticipated Litigation (CC) Pursuant to Gov. Code § 54956.9(d)(2) - Exposure to litigation Number of potential cases: 1
Facts and Circumstances: Pursuant to Gov. Code § 54956.9(e)(1) - Not disclosed on agenda
Public Comment
There were none.
23-464 Public Comment Post Meeting Material
Convene to Closed Session (Council Conference Room)
Mayor Gillmor convened the meeting into Closed Session at 4:08 p.m.

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6:00 PM STUDY SESSION
Call to Order in the Council Chambers
Mayor Gillmor called the Study Session to order at 6:06 p.m.

2. 23-147 Update on the Santa Clara Valley Transportation Authority's BART Silicon Valley Phase II Extension Project
Recommendation: There is no staff recommendation.

Public Works Director Mobeck introduced the agenda item and introduced Gary Griggs, Bernice Alaniz, Peter Sokoloff with Valley Transportation Authority (VTA). Mr. Griggs gave a PowerPoint presentation.

Council comments and questions followed.

VTA Staff responded to Council questions.

Public Speaker:

Jonathan Evans
Mayor Gillmor called a recess at 7:03 p.m.
7:00 PM JOINT COUNCIL/STADIUM AUTHORITY MEETING
Call to Order
Mayor/Chair Gillmor called the Regular Session to order at 7:11 p.m.

Pledge of Allegiance and Statement of Values
Council/Board recited the Pledge of Allegiance.

Council/Boardmember Jain recited the Statement of Values.

Assistant City Clerk/Secretary Pimentel recited the AB 23 Announcement and Behavioral Standards.

Assistant City Clerk/Secretary Pimentel also noted that any registered Lobbyist speaking during Public Meeting will need to identify themselves and who they represent.

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REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS
Chief Assistant City Attorney Reuter stated there were no reportable actions.

Mayor Gillmor reported that she abstained from Agenda Item 1.B and 1.C as she owns property near 981 Fremont Street, Santa Clara, CA 95050.

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS
Mayor/Chair Gillmor moved Agenda Item 9 to be heard after Public Presentations.

Council/Boardmember Becker requested that Agenda Item 9 from the March 7, 2023 regarding "Action on a Resolution Declaring City-Owned Property Located at 2319 Gianera Street as Surplus Land" come back to Council at the April 4, 2023 Council and Authorities Concurrent meeting for reconsideration.

Public speaker:

Concerned Citizen
A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to reconsider item #9 from the March 7, 2023 meeting regarding "Action on a Resolution Declaring City-Owned Property Located at 2319 Gianera Street as Surplus Land as Required by State Law [APNs: 104-05-052]" to further discuss new evidence relating to the good faith negotiation obligation under the Surplus Land Act.

Aye: Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, and Councilmember Becker
5 -
Nay: 2 - Councilmember Watanabe, and Mayor Gillmor

SPECIAL ORDER OF BUSINESS

3.A 23-90 Proclaim Women’s History Month for March 2023 Mayor/Chair Gillmor proclaimed March 2023 as Women's History Month.

Jennifer Smith with Bay Area Women's Sports Initiative (BAWSI) made a few remarks and accepted the Proclamation.

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3.B 23-265 Proclaim March 2023 as Youth Arts Month
Mayor/Chair Gillmor proclaimed March 2023 as Youth Arts Month. Santa Clara County of Education Arts Coordinator Sofia Fojas made a few remarks and accepted the Proclamation.

3.C 23-253 Presentation by Cultural Commission on Projects and Upcoming Special Events
Cultural Commission Chair Diaz and Commissioner Marinaro presented a PowerPoint presentation on Cultural Commission projects and upcoming special events.

Council comments followed.

3.D 23-333 Verbal Report Update from Assistant Director of Water and Sewer Regarding the Local Drought Emergency
Assistant Director of Water and Sewer Mehta provided a verbal report update on the local drought emergency.

CONSENT CALENDAR
Councilmember Chahal pulled Agenda Item 4.H.

Chair Gillmor pulled Agenda Item 5.A.

Kirk Vartan pulled Agenda Item 4.A and 4.B.

A motion was made by Council/Boardmember Becker, seconded by Council/Boardmember Hardy, to approve the balance of the Consent Calendar

Aye: Council/Boardmember Watanabe, Council/Boardmember Chahal, Council/Boardmember Hardy, Vice Mayor/Chair Park, Council/ Boardmember Jain, Council/Boardmember Becker, and Mayor/Chair Gillmor
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4.C 23-316 Action on Monthly Financial Status and Investment Reports for January 2023, Approve the Related Budget Amendments, and Approve the Deletion of Two Part Time Librarian Positions and Addition of One Full Time Librarian Position in the Library Department
Recommendation: Note and file the Monthly Financial Status and Investment Reports for January 2023 as presented, Approve the Related Budget Amendments, and Approve the Deletion of Two Part Time Librarian Positions and Addition of One Full Time Librarian Position in the Library Department (five affirmative Council votes required to appropriate additional revenue or for the use of unused balances).

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.D 23-101 Action on:
(1) Adoption of a Class 2 Categorical Exemption under CEQA Guidelines Section 15302;
(2) Approval of Amendment No. 1 to the Existing Deposit Agreement with Intel Corporation, and Approval of a Second Deposit Agreement with Intel, Relating to the Juliette Substation Project;
(3) Approval of Amendment No. 1 to the Deposit Agreement with West Valley Mission Community College District Related to a Battery Storage Project;
(4) Approval of a Deposit Agreement with Innovation Commons Owner, LLC Related to the Democracy Substation Project;
(5) Approval of the Form of a Model Deposit Agreement and Grant Authority to City Manager to Execute Future Deposit Agreements Conforming to the Approved Model Form, and Authority to City Attorney to Modify Terms and Conditions of the Model Deposit Agreement; (6) Approval of Purchase Order to Eaton Corporation for Switchgear Associated with the Mission College Project, and Authorize City Manager to Issue Future Purchase Orders to Eaton Corporation Up to a Maximum of $1,500,000; and
(7) Approve Related Budget Amendments
Recommendation: 1. Adopt a Class 2 Categorical Exemption under CEQA Guidelines Section 15302;

2. Authorize the City Manager to execute Amendment No. 1 to the Deposit Agreement with Intel Corporation increasing the deposit amount by $1,783,180 from $827,000 to $2,610,180 and ratify the underlying agreement executed on June 14, 2022;

3. Authorize the City Manager to execute a second Deposit Agreement with Intel Corporation for engineering services associated with adding a third transformer at the Juliette Substation in the amount of $1,702,313;

4. Authorize the City Manager to execute Amendment No. 1 to the Deposit Agreement with West Valley Mission Community College District increasing the deposit amount by $131,250 from $372,750 to $504,000 and ratify the underlying agreement executed on March 28, 2022;

5. Authorize the City Manager to execute a Deposit Agreement with Innovation Commons Owner, LLC in the amount of $787,500;

6. Approve a model Deposit Agreement in the form attached hereto and authorize the City Manager to negotiate, approve, and execute Deposit Agreements and any amendments thereto which are in substantial conformance with these terms and conditions and to take any actions as necessary to implement and administer the agreement and authorize the City Attorney to make modifications to the terms of the model Deposit Agreement;

7. Authorize a Purchase Order to Eaton Corporation in an amount not to exceed $400,000 for switchgear associated with the Mission College project and authorize future Purchase Orders to Eaton Corporation for City of Santa Clara Page 7 Printed on 04/13/2023
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future SVP projects up to a maximum of $1,500,000 subject to the following (1) available appropriations, (2) conformance with Purchasing Ordinance and Purchasing guidelines, (3) environmental review where required; and

8. Approve the FY 2022/23 budget amendments in the Electric Utility Capital Fund to increase the estimate for Other Revenue by $3,099,993, increase the Juliette Substation Transformer Rerate and Installation Project by $2,312,493, and establish the Democracy Substation project in the amount of $787,500 (five affirmative Council votes required to appropriate additional revenue).

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.E 23-100 Action on the First Amendment to the Power Purchase and Sale Agreement for Electricity from Qualifying Renewable Resources by and Between the City of Santa Clara and Ameresco Forward, LLC Recommendation: 1. Approve and authorize the City Manager to execute the First Amendment to the Power Purchase and Sale Agreement for Electricity from Qualifying Renewable Resources with Ameresco Forward LLC in substantially the form attached to this Report to Council; and

2. Authorize the City Manager to approve and execute future modifications to the First Amendment and take any and all actions as necessary or advisable to implement and administer the power purchase and sale agreement.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.F 23-169 Action to Approve Amendments to 2020 Installment Sale Agreement that Financed Capital Improvements at the San José-Santa Clara Regional Wastewater Facility (RWF)
Recommendation: That the Council:

1. Adopt the Resolution approving the First Amendment to Installment Sale Agreement; and

2. Authorize the Chief Operating Officer to execute all required agreements necessary to consummate any of the transactions contemplated by the agreements and documents approved under the Resolution.

That the Financing Corporation:

1. Adopt the Resolution approving the First Amendment to Installment Sale Agreement; and

2. Authorize the Director of Finance to execute all required agreements necessary to consummate any of the transactions contemplated by the agreements and documents approved under the Resolution.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to adopt Resolution 23-9205 approving the First Amendment to Installment Sale Agreement and authorize the Chief Operating Officer to execute all required agreements necessary to consummate any of the transactions contemplated by the agreements and documents approved under the Resolution.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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A motion was made by Director Becker, seconded by Director Hardy, to adopt Public Facilities Financing Corporation Resolution 23-01 approving the First Amendment to Installment Sale Agreement and authorize the Director of Finance to execute all required agreements necessary to consummate any of the transactions contemplated by the agreements and documents approved under the Resolution.

Aye: Director Watanabe, Director Chahal, Director Hardy, Vice President Park, Director Jain, Director Becker, and President Gillmor 7 -
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4.G 23-188 Action on a Resolution Acknowledging Receipt by City Council of a State-Mandated Compliance Report on Required Annual Fire Inspections of Certain Occupancies
Recommendation: Adopt a Resolution acknowledging receipt of a report made by the Fire Chief of the Santa Clara Fire Department regarding the inspection of certain occupancies requiring annual inspections in such occupancies pursuant to sections 13146.2 and 13146.3 of the California Health and Safety Code.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to adopt Resolution 23-9206 acknowledging receipt of a report made by the Fire Chief of the Santa Clara Fire Department regarding the inspection of certain occupancies requiring annual inspections in such occupancies pursuant to section 13146.2 and 14146.3 of the California Health and Safety Code.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.I 23-408 Actions to Approve Various Modifications to Existing Classified and Unclassified Class Specifications, and Adopt a Resolution Approving and Adopting the Updated Unclassified Salary Plan
Recommendation: 1. Approve modifications to the Permit Technician (Job Code 621) Classification Specification;

2. Approved modifications to the Jail Services Office (Job Code 353) Classification Specification;

3. Approve modifications to the Electric Program Manager (Job Code 424) Classification Specification;

4. Approve modifications to the Emergency Services Coordinator (Job Code 106) Classification Specification; and

5. Adopt a Resolution to approve the revised unclassified salary plan to satisfy the requirements of California Code of Regulations Section 570.5.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve modifications to the Permit Technician (Job Code 621) classification specification; to approve modifications to the Jail Services Office (Job Code 353) classification specification; to approve modifications to the Electric Program Manager (Job Code 424) classification specification; to approve modifications to the Emergency Services Coordinator (Job Code 106) classification specification; and adopt Resolution 23-9207 to approve the revised unclassified salary plan to satisfy the requirements of California Code of Regulations Section 570.5.

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Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.J 23-270 Action on a Resolution Authorizing the Use of City Electric Forces for New Dark Fiber Installations at Various Locations; determine the proposed actions are exempt from CEQA pursuant to sections 15302(c) and 15303 (d) of Title 14 of the California Code of Regulations
Recommendation: Determine the proposed actions are exempt from CEQA pursuant to sections 15302(c) and 15303 (d) of Title 14 of the California Code of Regulations and adopt a Resolution authorizing the use of City Electric Forces for work detailed in this report located at 2421 Mission College Boulevard to 2972 Stender Way, 3301 Bassett Street (Storm SCADA), Well 8 - 3095 Forbes Avenue (W&S SCADA), Well 12 - 3277 San Juan Avenue (W&S SCADA), 2900 Old Mountain View Alviso Road (Storm SCADA), Well 9 - 3330 Pruneridge Avenue (W&S SCADA), Well 13 - 1098 Santa Clara Street (W&S SCADA), and 3575 Victor Street (Storm SCADA).

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to determine the proposed actions are exempt from CEQA pursuant to sections 15302(c) and 15303(d) of Title 14 of the California Code of Regulations and adopt Resolution 23-9208 authorizing the use of City Electric Forces for work detailed in this report located at 2421 Mission College Boulevard to 2972 Stender Way, 3301 Bassett Street (Storm SCADA), Well 8 - 3095 Forbes Avenue (W&S SCADA), Well 12 - 3277 San Juan Avenue (W&S SCADA), 2900 Old Mountain View Alviso Road (Storm
SCADA), Well 9 - 3330 Pruneridge Avenue (W&S SCADA), Well 13- 1098 Santa Clara Street (S&S SCADA), and 3575 Victor Street (Storm SCADA).

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.K 23-271 Action to Approve a Resolution of Intention to Reimburse Expenditures from the Proceeds of Tax-Exempt Financing for Capital Improvements at the San José-Santa Clara Regional Wastewater Facility (RWF) Recommendation: Approve the Resolution of Intention to Reimburse Expenditures From the Proceeds of Tax-Exempt Financing for Capital Improvements at the San José-Santa Clara Regional Wastewater Facility (RWF)
A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to adopt Resolution 23-9209 to reimburse expenditures from the proceeds of tax-exempt financing for Capital Improvements at San Jose-Santa Clara Regional Wastewater Facility (RWF).

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.L 23-57 Action on 2023 Legislative Advocacy Positions Recommendation: Adopt the 2023 Legislative Advocacy Positions on Broadband, Cable Services, and Wireless Telecommunications Facilities; Community Services; Emergency Management; Energy Legislation, Regulations and Issues; Housing; Human Resources and Public Sector Employment; Public Safety; Regional Issues and Collaboration; Sustainability and Environmental Protection; Transportation Issues; and Water Supply and Conservation.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.M 23-268 Accept the 2022 General Plan Annual Progress Report Recommendation: Accept the General Plan Annual Progress Report as presented by staff.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.N 23-415 Action on the Appointment of Councilmember Karen Hardy to the Bay Area Water Supply and Conservation Agency (BAWSCA) and the San Francisco Bay Area Regional Water System Financing Authority (RFA) Recommendation: Appoint Councilmember Karen Hardy to serve as representative on the Bay Area Water Supply and Conservation Agency (BAWSCA) and the San Francisco Bay Area Regional Water System Financing Authority (RFA) for a term beginning July 1, 2023 ending on June 30, 2027.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.O 23-416 Action to Waive Second Reading and Adopt Ordinance No. 2057 Authorizing the City, pursuant to Section 714.1. of the Santa Clara City Charter, to Begin Work at Ulistac Natural Area
Recommendation: Waive Second Reading and Adopt Ordinance No. 2057 authorizing the City, pursuant to Section 714.1. of the Santa Clara City Charter, to begin the work of removing non-native species and restoring the habitat at Ulistac National Area.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to waive second reading and adopt
Ordinance No. 2057 authorizing the City, pursuant to Section 714.1 of Santa Clara City Charter, to begin the work of removing non-native species and restoring the habitat at Ulistac National Area.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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4.P 23-420 Action to Waive Second Reading and Adopt Ordinance No. 2058 Amending Sections 17.30.040 (“Supplies, Goods and Equipment”),

17.30.080 (“Best Value Selection Procedures”), 17.30.090 (Formal Bidding Procedure”), 17.30.120 (“Service Contracts - Signature Authority”), and 17.30.130 (“Public Works”) of Title 17 (“Development”) of “The Code of the City of Santa Clara, California” to Provide the Executive Director of the Stadium Authority With Signature Authority to Execute For Contracts Up To $100,000 in Allocated Value
Recommendation: Waive Second Reading and Adopt Ordinance No. 2058 Amending Sections 17.30.040 (“Supplies, Goods and Equipment”), 17.30.080 (“Best Value Selection Procedures”), 17.30.090 (Formal Bidding Procedure”),

17.30.120 (“Service Contracts - Signature Authority”), and 17.30.130 (“Public Works”) of Title 17 (“Development”) of “The Code of the City of Santa Clara, California” to Provide the Executive Director of the Stadium Authority With Signature Authority to Execute For Contracts Up To $100,000 in Allocated Value
A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to waive second reading and adopt
Ordinance No. 2058 amending Sections 17.30.040 ("Supplies, Goods, and Equipment"), 17.30.080 ("Best Value Selection Procedures"), 17.30.090 ("Formal Bidding Procedure"), 17.30.12 ("Service Contracts - Signature Authority"), and 17.30.130 ("Public Works") of Title 17 ("Development") of "The Code of the City of Santa Clara, California" to provide the Executive Director of the Stadium Authority with Signature Authority to execute for contracts up to $100,000 in allocated value.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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SANTA CLARA STADIUM AUTHORITY CONSENT

5.B Action on Request Submitted by Stadium Manager to Execute Agreement with ADT Commercial for Fire Sprinkler Testing, Inspection, and Maintenance Services at Levi’s Stadium

5.B.1 23-308 Request from the Stadium Manager to Execute Agreement with ADT Commercial for Fire Sprinkler Testing, Inspection, and Maintenance Services at Levi’s Stadium
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5.B.2 23-309 Report from Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Agreement with ADT Commercial for Fire Sprinkler Testing, Inspection, and Maintenance Services at Levi’s Stadium Recommendation:

1. Approve the Stadium Manager’s request to execute an agreement with ADT Commercial to provide fire sprinkler testing, inspection, and maintenance services at Levi’s Stadium for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not exceed $66,000 for the first contract year, $92,000 for the second contract year, and $70,000 for the third contract year for a total not to exceed amount of $228,000 over the three-year period, subject to budget appropriations; and

2. Authorize the Executive Director to approve the Stadium Manager’s exercise of the option to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

Aye: Boardmember Watanabe, Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, Boardmember Becker, and Chair Gillmor
7 -

5.C Action on Request Submitted by Stadium Manager to Execute Agreement with Convergint Technologies for Fire Alarm Testing, Inspection, Maintenance, and Related Services at Levi’s Stadium

5.C.1 23-352 Request from the Stadium Manager to Execute Agreement with Convergint Technologies for Fire Alarm Testing, Inspection, Maintenance, and Related Services at Levi’s Stadium
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5.C.2 23-353 Report from Stadium Authority for Action Regarding Stadium Manager’s Request to Execute Agreement with Convergint Technologies for Fire Alarm Testing, Inspection, Maintenance, and Related Services at Levi’s Stadium
Recommendation:

1. Approve the Stadium Manager’s request to execute an agreement with Convergint Technologies to provide fire alarm testing, inspection, maintenance, and related services at Levi’s Stadium for a three-year period beginning April 1, 2023 through March 31, 2026, in an amount not exceed $120,000 for the first contract year, $123,000 for the second contract year, and $127,000 for the third contract year for a total not to exceed amount of $370,000 over the three-year period, subject to budget appropriations; and

2. Authorize Executive Director to approve the Stadium Manager’s exercise of the option to extend the agreement with the same basic terms and conditions for two additional one-year periods, subject to budget appropriations.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

Aye: Boardmember Watanabe, Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, Boardmember Becker, and Chair Gillmor
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5.D Action on Request Submitted by Stadium Manager to Execute Agreement with HealthRIGHT 360 for On-site Medical Services, Equipment, and Supplies on a Daily Basis, and for Specific Events, at Levi’s Stadium

5.D.1 23-374 Request from the Stadium Manager to Utilize Cooperative Agreements to Leverage Discounted Pricing through Amazon.com LLC and B&H Foto and Electronics dba B&H and Award Purchase Orders to Advance Stores Company, Inc., CDW Government LLC, Cintas Corporation, Grainger Industrial Supply, and Midwest Motor Supply Company dba Kimball Midwest for Operational Needs at Levi’s Stadium
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5.D.2 23-372 Report from the Stadium Authority for Action on Stadium Manager’s Request to Utilize Cooperative Agreements to Leverage Discounted Pricing through Amazon.com LLC and B&H Foto and Electronics dba B&H and Award Purchase Orders to Advance Stores Company, Inc., CDW Government LLC, Cintas Corporation, Grainger Industrial Supply, and Midwest Motor Supply Company dba Kimball Midwest for Operational Needs at Levi’s Stadium
Recommendation:

1. Approve the Stadium Manager’s request utilize the described cooperative agreement to award a purchase order to Advance Stores to procure automotive parts, accessories, and related supplies from April 1, 2023 through December 31, 2023, in an amount not to exceed $25,000;

2. Approve the Stadium Manager’s request to utilize the described cooperative agreement(s) to utilize Amazon’s online marketplace to procure supplies, equipment and goods for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $250,000;

3. Approve the Stadium Manager’s request to utilize the described cooperative agreement to utilize B&H’s online marketplace to procure audio visual products and accessories for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $50,000;

4. Approve the Stadium Manager’s request to utilize the described cooperative agreement(s) to award a purchase order to CDW Government LLC for information technology solutions related to hardware, software, computer equipment, peripherals and accessories for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $100,000;

5. Approve the Stadium Manager’s request to utilize the described cooperative agreement to award a purchase order to Cintas Corporation for purchase of uniforms, brand name apparel, safety footwear, promotional products, facility products, and first aid and supplies for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $250,000;

6. Approve the Stadium Manager’s request to utilize the described cooperative agreement(s) to award a purchase order to Grainger Industrial Supply for maintenance, repair, operating supplies, industrial supplies, and related products for a one-year period from April 1, 2023 through March 31, 2024, in an amount not to exceed $200,000; and

7. Approve the Stadium Manager’s request to utilize the described cooperative agreement to award a purchase order to Kimball Midwest for maintenance, repair, operating supplies, industrial supplies, and related products and services for a one-year period from April 1, 2023 City of Santa Clara Page 17 Printed on 04/13/2023
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through March 31, 2024, in an amount not to exceed $50,000.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

Aye: Boardmember Watanabe, Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, Boardmember Becker, and Chair Gillmor
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5.E Action on Request Submitted by Stadium Manager to Award Agreement to Blocka Construction Inc. for the Variable Frequency Drive(s) CapEx Project and Related Budget Amendment

5.E.1 23-376 Request from the Stadium Manager to Award Agreement to Blocka Construction Inc. to Replace Variable Frequency Drives for Cooling Towers and Pumps at Levi’s Stadium (Variable Frequency Drive(s) CapEx Project) and Related Budget Amendment

5.E.2 23-381 Report from the Stadium Authority for Action Regarding Stadium Manager’s Request to Award Agreement to Blocka Construction Inc. to Replace the Variable Frequency Drives for Cooling Towers and Pumps at Levi’s Stadium (Variable Frequency Drive(s) CapEx Project) and Related Budget Amendment
Recommendation:

1. Approve a budget amendment for the Variable Frequency Drive(s) line item in the Stadium Authority FY 2023/24 CapEx Budget to increase the budget by $22,434 from the Capital Expense Reserve;

2. Approve the Stadium Manager’s request to award a one-time agreement to Blocka Construction Inc. in the amount of $118,000 to replace the variable frequency drives for cooling towers and pumps at Levi’s Stadium (Variable Frequency Drive(s) CapEx Project);

3. Authorize the Executive Director’s Office, consistent with properly delegated authority or existing policy, to approve the Stadium Manager’s execution of any and all documents associated with, and necessary for the award, completion, and acceptance of the project; and

4. Authorize the Executive Director’s Office, consistent with properly delegated authority or existing policy, to approve the Stadium Manager’s execution of change orders for the agreement up to $11,800, for a total not to exceed construction agreement amount of $129,800.

A motion was made by Boardmember Becker, seconded by
Boardmember Hardy, to approve staff recommendation.

Aye: Boardmember Watanabe, Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, Boardmember Becker, and Chair Gillmor
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PUBLIC PRESENTATIONS
Public Speaker spoke on the article in The Weekly newsletter and shared a comment that was left on the online version.

Public Speaker showed videos from October 8, 2022 Special Council Meeting regarding Vice Mayor Park.
23-473 Public Presentations Post Meeting Material
WRITTEN PETITION (COUNCIL POLICY 030) SUBMITTED BY THE PUBLIC/COUNCIL

9. 23-329 Action on Four Written Petitions (Council Policy 030), Submitted by Lee Broughman, Larry McColloch, Debbie Tryforos and Scott Filler each Requesting to Place an Agenda Item on a Future Council Meeting for Council to Discuss the Behavior of Councilmember Park at the February 7, 2023 Council Meeting
Recommendation: Staff makes no recommendation.

Public Speakers:

Debbie Tryforos
Scott Filler
Lee Broughman
Council comments followed.

A motion was made by Councilmember Watanabe, seconded by Mayor Gillmor, to place an Agenda Item on a future Council Meeting for Council to discuss the behavior of Councilmember Park at the February 7, 2023 Council meeting.

Aye: 2 - Councilmember Watanabe, and Mayor Gillmor
Nay: Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, and Councilmember Becker
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PUBLIC HEARING/GENERAL BUSINESS
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6. 23-66 Action on Appointment of Members to the Santa Clara Station Area Plan Task Force (SATF)
Recommendation: 1. Appoint four additional Task Force members including: Jill Hough - Transportation Advocate, Dylan Plane - Business Community, Michael Stockwell - At-Large, Shruti Mirashi - At-Large.

Community Development Director Crabtree gave a PowerPoint presentation.

Council comments and questions followed.

Community Development Director Crabtree responded to questions.

A motion was made by Councilmember Watanabe, seconded by Councilmember Becker, to approve staff recommendation. The motion was dropped.

Additional Council questions followed.

Public Speaker:

Dylan Plane
Councilmember Jain provided a substitute motion to short list two representatives from each category and return to Council for interviews.

A motion was made by Councilmember Jain, seconded by
Councilmember Hardy, to accept the substitute motion.

Aye: Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, and Councilmember Becker
5 -
Nay: 2 - Councilmember Watanabe, and Mayor Gillmor
A substitute motion was made by Councilmember Jain, seconded by Councilmember Hardy, to short list two representatives from each category and return to Council for interviews.

Aye: Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, and Councilmember Becker
5 -
Nay: 2 - Councilmember Watanabe, and Mayor Gillmor
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7. 23-332 Action on Appointment to Cities Association of Santa Clara County Board of Directors (Alternate Member) for the 2023 Calendar Year (Deferred from February 21, 2023)
Recommendation: Staff makes no recommendation.

Councilmember Watanabe asked for this item to return for discussion.

Council comments followed.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to appoint Vice Mayor Park to the Cities Association of Santa Clara County Board of Directors as the Alternate Member for the 2023 Calendar Year.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
6 -
Nay: 1 - Vice Mayor Park

8. 23-179 Public Hearing: Substantial Amendment to the FY2021 Annual Action Plan to Allocate $1,604,104 in Federal Housing and Urban Development (HUD) Grant Funds from the HOME American Rescue Plan Program and Approve Related Budget Amendment
Recommendation: 1. Provide feedback and approve the substantial amendment to the 2021 Annual Action Plan and grant authority to the City Manager’s Office to submit a HOME ARP Allocation Plan to the Department of Housing and Urban Development (HUD) before the March 31, 2023 deadline; and

2. Approve the FY 2022/23 budget amendment in the Housing and Urban Development Fund to recognize grant revenue in the amount of $1,604,104 and establish the HOME - American Rescue Plan Program project in the amount of $1,604,104 (5 votes required).

Community Development Director Crabtree gave a PowerPoint presentation.

Council comments and questions followed.

Community Development Director Crabtree and Housing Manager Marcus responded to Council questions.

Public Speaker:

Next Door Solutions
A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to close the Public Hearing.

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Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
A motion was made by Councilmember Jain, seconded by
Councilmember Hardy, to accept staff recommendation and include an amendment of $250,000 for an outreach program.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
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CONSENT ITEMS PULLED FOR DISCUSSION

4.A 23-405 Action on the Minutes of November 16, 2022 Special Council Meeting; November 30, 2022 Special Council Meeting; December 6, 2022 Council and Authorities Concurrent and Special Santa Clara Stadium Authority Meeting; December 8, 2022 Special Council and Authorities Concurrent and Special Santa Clara Stadium Authority Meeting; December 13, 2022 Council and Authorities Concurrent Meeting; and December 16, 2022 Special City Council Meeting.

Recommendation: Approve the Meeting Minutes of November 16, 2022 Special Council; November 30, 2022 Special Council; December 6, 2022 Council and Authorities Concurrent and Special Santa Clara Stadium Authority; December 8, 2022 Special Council and Authorities Concurrent and Special Santa Clara Stadium Authority; December 13, 2022 Council and Authorities Concurrent; and December 16, 2022 Special City Council.

Kirk Vartan pulled this Agenda Item and provided comments on how the minutes written in action only format.

Assistant City Clerk Pimentel and Chief Assistant City Attorney Reuter addressed Public comments.

A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
City of Santa Clara Page 22 Printed on 04/13/2023
Joint Council and Authorities 03/21/2023
Concurrent & Stadium Authority
Meeting Minutes

4.B 23-09 Board, Commissions and Committee Minutes
Recommendation: Note and file the Minutes of:

Board of Library Trustees - November 7, 2022
Board of Library Trustees - December 5, 2022
Cultural Commission - February 6, 2023
Governance and Ethics Committee - December 5, 2022
Governance and Ethics Committee - June 7, 2021
Kirk Vartan pulled this Agenda Item and shared thoughts on the Governance and Ethics committee.

A motion was made by Councilmember Becker, seconded by
Councilmember Hardy, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -

4.H 23-99 Informational Report on Traffic Calming Study Criteria Related to 85th Percentile Speed and Traffic Volumes
Recommendation: Note and File the Informational Report on Traffic Calming Study Criteria Related to 85th Percentile Speed and Traffic Volumes
Councilmember Chahal pulled this Agenda Item for further discussion.

Public Works Director Mobeck responded to Councilmember Chahal's concerns and questions.

Public Speakers:

Linda
Edward Strine
A motion was made by Councilmember Becker, seconded by
Councilmember Chahal, to approve staff recommendation.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
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Joint Council and Authorities 03/21/2023
Concurrent & Stadium Authority
Meeting Minutes

5.A 23-1513 Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending December 31, 2022 and Related Budget Amendments Recommendation: 1. Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter Ending December 31, 2022; and

2. Approve various FY 2022/23 Santa Clara Stadium Authority budget adjustments based on projected year-end performance in the Operating Fund from reserves and recognizing additional revenues; and

3. Approve various FY 2022/23 Santa Clara Stadium Authority budget adjustments based on projected year-end performance in the Debt Service Fund; and

4. Approve various FY 2022/23 Santa Clara Stadium Authority budget adjustments based on projected year-end performance in the CIP Fund from reserves.

Chair Gillmor pulled this item for questions.

Treasurer Lee responded to the Chair Gillmor's questions.

Additional Board comments and questions followed.

Treasurer Lee responded to additional questions.

Public Speakers:

Kirk Vartan
Edward Strine
A motion was made by Boardmember Becker, seconded by
Boardmember Jain, to approve staff recommendation.

Aye: Boardmember Watanabe, Boardmember Chahal, Boardmember Hardy, Vice Chair Park, Boardmember Jain, Boardmember Becker, and Chair Gillmor
7 -
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Joint Council and Authorities 03/21/2023
Concurrent & Stadium Authority
Meeting Minutes

REPORTS OF MEMBERS AND SPECIAL COMMITTEES
Councilmember Watanabe reported on her attendance at the Cities Association meeting. She also mentioned that she attended a Holi event hosted by Sewa International - Bay Area Chapter.

Vice Mayor Park shared that the Triton Museum will be holding a Tequila Tasting event on March 24, 2023.

Councilmember Jain reported attending the Civic Well Policy Maker Conference in Monterey from March 16-19, 2023.

Mayor Gillmor reported that she was invited to an online conference with the US Dept of Transportation for cities hosting the FIFA World Cup.

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
Assistant City Manager Pineda acknowledged the Police Department, Silicon Valley Power, Water and Sewer, and Public Works for all their hard work during the recent storms. He also reported on activity that took place today due to the rain and wind and recognized those working on getting power to City residents.
23-389 Update on City Council and Stadium Authority Staff Referrals 23-421 Tentative Meeting Agenda Calendar (TMAC)

ADJOURNMENT
A motion was made by Council/Boardmember Becker, seconded by Council/Boardmember Chahal, to adjourned the meeting at 10:43 p.m.

Aye: Councilmember Watanabe, Councilmember Chahal, Councilmember Hardy, Vice Mayor Park, Councilmember Jain, Councilmember Becker, and Mayor Gillmor
7 -
The next regular scheduled meeting is on Tuesday, April 4, 2023 in the City Hall Council Chambers.

City of Santa Clara Page 25 Printed on 04/13/2023
Joint Council and Authorities 03/21/2023
Concurrent & Stadium Authority
Meeting Minutes
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

City of Santa Clara Page 26 Printed on 04/13/2023

MEETING DISCLOSURES
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-11 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Board, Commissions and Committee Minutes

COUNCIL PILLAR
Enhance Community Engagement and Transparency

RECOMMENDATION
Note and file the Minutes of:

Senior Advisory Commission - February 27, 2023
Cultural Commission - March 6, 2023
Audit Committee - November 30, 2022
Audit Committee - February 3, 2023
Board of Library Trustees Minutes - January 26, 2023
Board of Library Trustees Minutes - February 16, 2023
Board of Library Trustees Minutes - March 6, 2023
Downtown Community Task Force (DCTF) Minutes - January 19, 2023 Downtown Community Task Force (DCTF) Minutes - February 6, 2023 Downtown Community Task Force (DCTF) Minutes - February 16, 2023 Downtown Community Task Force (DCTF) Minutes - November 18, 2021 City of Santa Clara Page 1 of 1 Printed on 4/13/2023
powered by Legistar™
City of Santa Clara
Meeting Minutes
Senior Advisory Commission
Draft
10:00 AM Hybrid Meeting
City Manager's Conf. Room
City Hall - East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
02/27/2023
The City of Santa Clara is conducting the Senior Advisory Commission meeting in a hybrid manner (in-person and a method for the public to participate remotely).

Please click this URL to join: https://santaclaraca.zoom.us/j/97590069803 Or join by phone: Dial 1-669-900-6833
Webinar ID: 975 9006 9803

CALL TO ORDER AND ROLL CALL
The regular meeting was called to order by Chair Toledo at 10:04 a.m.

Commissioner Edmund Drozek, Commissioner Tom Freitas, Vice Chair Grant L. McCauley, Chair Nancy Toledo, and Commissioner Rick Andrews
Present 5 -
Absent 2 - Commissioner Judy Hubbard, and Commissioner Veena Sterling A motion was made by Commissioner Freitas, seconded by
Commissioner Drozek to excuse Commissioners Sterling and Hubbard.

Aye: Commissioner Drozek, Commissioner Freitas, Vice Chair McCauley, Chair Toledo, and Commissioner Andrews
5 -

Absent: 2 - Commissioner Hubbard, and Commissioner Sterling

CONSENT CALENDAR
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Senior Advisory Commission Meeting Minutes 02/27/2023

1.A 23-217 Senior Advisory Commission Minutes of January 23, 2023 Recommendation: Approve the Senior Advisory Commission Minutes of January 23, 2023 A motion was made by Vice Chair McCauley, seconded by
Commissioner Andrews to approve the minutes from January 23, 2023.

Aye: Commissioner Drozek, Commissioner Freitas, Vice Chair McCauley, Chair Toledo, and Commissioner Andrews
5 -
Excused: 2 - Commissioner Hubbard, and Commissioner Sterling

PUBLIC PRESENTATIONS
Community member Martin Gross informed the Commission that he tripped on the sidewalk as he was walking to the Senior Center.

GENERAL BUSINESS
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2. 23-218 Senior Advisory Commission Work Plan & Goals for FY2022/23 Each sub-committee provided an update to the Senior Advisory Commission for discussion on the efforts and progress towards accomplishing the FY2022/23 Work Plan & Goals.

1. Advocate for Affordable and Convenient Housing - Commissioners Hubbard & Freitas
Goal 1.a. Provide a report from the January Housing Commission meeting - No Update - Will attend when Commission meetings begin.

Goal 1.b. Provide an update on the (2) presentations at the Senior Center (November and April) and provide one article for the Senior Center newsletter (February) - No Update
- Commissioner Freitas shared a report from Commissioner Hubbard regarding a meeting she attended for proposed temporary housing on the corner of Benton and Lawrence Expressway.

2. Encourage and Promote the use of Outdoor Spaces and Buildings - Commissioners Freitas & Sterling
Goal 2.a. Report on current public design phase discussions of new park facilities and spaces as well as information from Parks & Recreation Commission meetings related to development that may enhance outdoor recreation for older adults. Commissioner Freitas provided an update that the Magical Bridge Playground at Central Park will begin this Spring. The construction will also include a new entrance to Central Park on Kiely that will include a roundabout.

Goal 2.b. Update on February billiard tournament and plans for the April bean bag toss activities at the Senior Center - Commissioner Freitas reported on the success of the billiard tournament, stating it was fun and joyous with a good turnout, and support from Commissioners and Senior Center staff. Commissioner Freitas also reported that he has begun the planning stages of the Bean Bag Toss tournament.

3. Advocate for Affordable, Convenient, and Safe Transportation and Streets -
Goal 3.a. Report on progress of planning phases of the VIA Shuttle - Commissioners Hubbard & Toledo - No Update
- Commissioner Toledo shared that she has utilized PVI (Peninsula Volunteers) ride service a couple of times and found it helpful.

3.b. Report on the last Bicycle & Pedestrian Advisory Committee meeting - Commissioners Drozek & Freitas - Commissioner Drozek reported that City of Santa Clara Page 3 Printed on 03/30/2023
Senior Advisory Commission Meeting Minutes 02/27/2023
he’ll be attending the March BPAC meeting to get an update on the progress of the status of a H.A.W.K Light being installed and the Monroe/San Tomas pedestrian bike/crossing.

4. Develop Opportunities to Promote Health, Wellness, and Nutrition - Commissioner Hubbard & McCauley
Goal 4.a. Report on the March presentation update for the Alzheimer’s and Dementia at the Senior Center - Commissioner McCauley reported that the Alzheimer’s Presentation will be held on April 4 at the Senior Center, from 11 - 11:45 am.

5. Provide Access to Community Resources and Information - Goal 5.a. Report from the last City ADA Committee meeting - Commissioner Hubbard - No Update. Will attend when Commission meetings begin.

Goal 5.b. Update on the progress and plans for the Health & Wellness Fair - Commissioners McCauley, Toledo, & Hubbard - The Committee reported that there are 34 Exhibitor RSVP’s to date. The Fair received a $1,000 grant from Kaiser. The money will be used for lunches. There will be 2 information booths this year to help with way finding. The Senior Advisory Commissioners will be posted at the information booths. The next meeting will be March 22.

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STAFF REPORT
Recreation Supervisor Herb provided the following updates:
- Breakfast with the Bunny will be held on Saturday, April 1 from 9 - 11 am at the Senior Center. The event is for grandparents, parents and kids.

Commissioners were asked to volunteer and assist with the event. - The Youth Commission is interested in participating again with the Senior Advisory Commission in Coffee Chats. Youth Commissioners are interested in having the Senior Advisory Commission bring a list of questions to ask the youth, as a way to bridge the generational gap and create a dialogue for the two generations.The Youth Commission has suggested a couple of possible dates; March 17 and April 8. Recreation Supervisor Herb will work with the Senior Advisory Commission to finalize a date.
- There is a HouseKeys article in the February Newsletter to help older adults understand the Affordable Buyer and Affordable Rental process in the City of Santa Clara.

Recreation Manager Castro provided the following updates:
- The Parks and Recreation Spring Activity Guide was mailed to residents and registration begins March 7.
- The Parks and Recreation Department is accessing the damage to trees and structures from the recent storms.
- The Gazebo Project at Mission Park is complete.
- The Montague Park Playground rehabilitation project is about two months away from completion.
- Just a reminder that the Senior Center Premium Membership includes access to all swim facilities.

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Senior Advisory Commission Meeting Minutes 02/27/2023

COMMISSIONERS REPORT
Commissioner Freitas reported that VTA's Access Transportation has a Prius fleet that is not usable currently.

Commissioner Drozek asked about the strength of the WiFi at the Senior Center. Commissioner Andrews recommend that patrons switch over to the City WiFi when they enter the Senior Center.

Commissioner McCauley voiced a concern for older adults that have been losing power and there's no where for them to go. Recreation Supervisor reported that there are multiple warming centers open throughout the City with different hours.

ADJOURNMENT
A motion was made by Vice Chair McCauley, seconded by
Commissioner Freitas that the meeting be adjourned at 11:53 a.m.

Aye: Commissioner Drozek, Commissioner Freitas, Vice Chair McCauley, Chair Toledo, and Commissioner Andrews
5 -
Excused: 2 - Commissioner Hubbard, and Commissioner Sterling

MEETING DISCLOSURES
City of Santa Clara Page 6 Printed on 03/30/2023
Senior Advisory Commission Meeting Minutes 02/27/2023
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 7 Printed on 03/30/2023
City of Santa Clara
Meeting Minutes
Cultural Commission
Draft
7:00 PM Hybrid Meeting
City Manager's Conf. Room
City Hall - East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
03/06/2023
The City of Santa Clara is conducting the Cultural Commission meeting in a hybrid manner (in-person and a method for the public to participate remotely).

Via Zoom:
https://santaclaraca.zoom.us/j/98272283531
Webinar ID: 982 7228 3531
Or join by phone: 1-669-900-6833

1. CALL TO ORDER AND ROLL CALL
Chair Diaz called the meeting to order at 7:05 p.m.

Commissioner Siddarth Sundaram, Vice Chair Louis Samara, Commissioner Debra von Huene, Chair Candida Diaz, Commissioner Jonathan Marinaro, and Commissioner Paul McNamara
Present 6 -

CONSENT CALENDAR
1A. 23-247 Cultural Commission Regular Meeting Minutes of February 6, 2023 Recommendation: Approve the Cultural Commission Regular Meeting Minutes of February 6, 2023
A motion was made by Commissioner von Huene, seconded by Vice Chair Samara that this item be approved. The motion passed with the following vote:

Aye: Commissioner Sundaram, Vice Chair Samara, Commissioner von Huene, Chair Diaz, Commissioner Marinaro, and Commissioner McNamara
6 -
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PUBLIC PRESENTATIONS
Satish Chandeo and Kaushal Varshney, members of the public spoke in favor of collaborating with the Cultural Commission to honor and celebrate Diwali for the Hindu Civilization. The public shared a presentation.

Presentation is Post Meeting Material.

GENERAL BUSINESS
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2. 23-248 Discussion of Cultural Commission Work Plan Goals and Activities for FY 2022/23
Recommendation: Discuss Cultural Commission work plan goals and activities for FY 2022/23.

Goal #1. Host and enhance multicultural events to encourage and acquaint Santa Clara residents with cultural diversity: The Committee met to determine preferred venues, dates, genres and bands
for this year. They confirmed the Summer Concert Series dates and locations: June 9 at Central Park Pavilion, June 23 at Live Oak Park, July 21 at Central Park Pavilion, August 18 at Central Park Pavilion, and September 29 at Live Oak Park. The committee submitted preferred genera of music to staff for the Summer Concert Series and the Street Dance. Staff will secure acts with City vendor. Committee will facilitate a Commissioner attendance calendar. Miss Santa Clara may attend some of the events.

Sponsorship: The Sponsorship Packet is almost complete. Once completed, the Commission can begin securing sponsors to help cover expenses.

Goal #2. Develop and encourage interactive art opportunities to provide temporary, performing, cultural, and public art in the City:
• Public Art: Commissioner von Huene reported that she is meeting with Santa Clara University on a potential collaboration.
• Utility Box Update: Chair Diaz reported that all six (6) Utility Boxes have been completed by the artists.
• Public Art Map - Completed Utility Box will be added to the Art Map by Chair Diaz.

Goal #3. Raise the visibility of commemorative month celebrations: Vice Chair Samara and Chair Diaz reported that they are have discussed the coloring book project to update the coloring book with the Federal Commemorative Months with the preferred artist. The artist is working on a draft version of the coloring book and it is expected to be completed in the summer.

Goal #4. Enhance communication and media strategy to increase community awareness of the Cultural
Commission.
• Commissioner Marinaro expressed interest in updating the collateral in the Commissioners marketing files.
• The Commission will provide an update to Council on March 21 as special order of business.

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Cultural Commission Meeting Minutes 03/06/2023
Goal #5. Prepare for Citywide Arts Master Plan Process: The sub-committee reported they are working with contacts and collaborating to develop a path forward to develop an Arts Master Plan. Staff will follow up with which development project has a potential art requirement. Interested in doing a community engagement process to develop an Arts Master Plan that is similar to other cities in the region.

No action was taken on this item.

3. STAFF REPORT
Recreation Manager Castro shared the highlights of the Spring+Summer Camp Activity Guide and the registration dates. The Gazebo at Civic Center Park has been upgraded and the project is now complete.

COMMISSIONERS REPORT
Commissioner von Huene attended a Creative Catalyst art retreat last month. She will miss the June 23 Concert as she will be singing at Carnegie Hall.

Commissioner Marinaro attended the Opera San Jose for a Valentine's Day Opera, Will miss the April meeting as he will be in Italy Commissioner Sundaram enjoyed a Holi Festival in Fremont Commissioner McNamara read a book on Art and read plays forward and backwards
Chair Diaz attended Beauty and Beast play at Washington Elementary School, and Bye, Bye Birdy at Santa Clara University

ADJOURNMENT
A motion was made by Commissioner Marinaro, seconded by Commissioner Sundaram to adjourn the meeting at 8:05 p.m. The motion passed with the following vote:.

Aye: Commissioner Sundaram, Vice Chair Samara, Commissioner von Huene, Chair Diaz, Commissioner Marinaro, and Commissioner McNamara
6 -

MEETING DISCLOSURES
City of Santa Clara Page 4 Printed on 04/04/2023
Cultural Commission Meeting Minutes 03/06/2023
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 5 Printed on 04/04/2023
City of Santa Clara
Meeting Minutes
Audit Committee
Draft
11/30/2022 10:30 AM Virtual Meeting
Pursuant to California Government Code Section 54953(e) and City of Santa Clara Resolution 22-9150, the Audit Committee meeting will be held by teleconference only. No physical location will be available for this meeting; however, the City of Santa Clara continues to have methods for the public to participate remotely:

Join from a PC, Mac, iPad, iPhone or Android device:

Please click this URL to join: https://santaclaraca.zoom.us/j/99199624617 Webinar ID: 991 9962 4617
Or join by phone:

US: +1 669 900 6833

CALL TO ORDER AND ROLL CALL
Chair Park called the meeting to order at 10:31 AM.

Chair Park stated that he will have to leave the meeting at 11:00 AM for approximately ten minutes to attend another call.

Present 3 - Kevin Park, Suds Jain, and Kathy Watanabe

CONSENT CALENDAR

1. 22-1270 Audit Committee Minutes
Recommendation: Approve the Audit Committee minutes of September 30, 2022.

A motion was made by Committee Member Watanabe to approve the Audit Committee Minutes.

Committee Member Jain asked questions prior to seconding the motion.

A recommendation to include copies of any presentations and a clean audit letter are being requested prior to meetings.

Assistant Finance Director Lam and Auditor Meyer addressed the questions.

A motion was made by Committee Member Watanabe, seconded by Committee Member Jain, to approve the Audit Committee Minutes of September 30, 2022.

City of Santa Clara Page 1 Printed on 02/27/2023
Audit Committee Meeting Minutes 11/30/2022

Aye: 3 - Park, Jain, and Watanabe

PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS
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Audit Committee Meeting Minutes 11/30/2022

2. 22-1265 Overview of the Draft City of Santa Clara Audited Annual Comprehensive Financial Report (ACFR) and Audited Silicon Valley Power (SVP) Financial Statements for Fiscal Year Ended June 30, 2022 Recommendation: Accept the City of Santa Clara Audited Annual Comprehensive Financial Report and Silicon Valley Power Financial Statements for Fiscal Year Ended June 30, 2022 and recommend that the reports are forwarded for note and file to the full Council at the December 13, 2022 Council and Authorities Concurrent meeting.

Director Lee gave a Powerpoint presentation.

Auditor Amy Meyer, Maze & Associates, gave a Powerpoint presentation.

Committee Members' questions and comments followed.

Director Lee and Auditor Meyer addressed the Committee Members' questions.

Chair Park excused himself at 11:03 AM and asked Committee Member Jain to chair the meeting during his brief absence.

Committee Member Jain agreed to chair the meeting.

Committee Members' questions and comments continued.

Director Lee and Auditor Meyer addressed the Committee Members' questions.

Chair Park returned at 11:16 AM and chaired the meeting.

Committee Members' questions and comments continued.

Director Lee and Auditor Meyer addressed the Committee Members' questions.

A motion was made by Committee Member Jain, seconded by Committee Member Watanabe, to accept the City of Santa Clara Audited Annual Comprehensive Financial Report and Silicon Valley Power Financial Statements for Fiscal Year 2021/22 and recommend that the reports are forwarded for note and file at a December 2022 Council and Authorities Concurrent meeting.

Aye: 3 - Park, Jain, and Watanabe
City of Santa Clara Page 3 Printed on 02/27/2023
Audit Committee Meeting Minutes 11/30/2022

ADJOURNMENT
Chair Park adjourned the meeting at 11:29 AM.

A motion was made by Committee Member Jain, seconded by Committee Member Watanabe, to adjourn the meeting.

Aye: 3 - Park, Jain, and Watanabe
Future Audit Committee Meetings will be scheduled at a later date.

MEETING DISCLOSURES
City of Santa Clara Page 4 Printed on 02/27/2023
Audit Committee Meeting Minutes 11/30/2022
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 5 Printed on 02/27/2023
City of Santa Clara
Meeting Minutes
Audit Committee
Draft
02/03/2023 9:00 AM Virtual Meeting
Pursuant to California Government Code Section 54953(e) and City of Santa Clara Resolution 23-9178, the Audit Committee meeting will be held by teleconference only. No physical location will be available for this meeting; however, the City of Santa Clara continues to have methods for the public to participate remotely:

Join from a PC, Mac, iPad, iPhone or Android device:

Please click this URL to join: https://santaclaraca.zoom.us/j/99199624617 Webinar ID: 991 9962 4617
Or join by phone:

US: +1 669 900 6833

CALL TO ORDER AND ROLL CALL
The meeting began at 9:05 a.m.

Present 3 - Kevin Park, Kathy Watanabe, and Suds Jain

CONSENT CALENDAR
None

PUBLIC PRESENTATIONS

GENERAL BUSINESS
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Audit Committee Meeting Minutes 02/03/2023

1. 23-155 Overview of the Citywide Risk Assessment and Proposed 2023-2024 Audit Work Plan
Recommendation: Accept the results of the citywide risk assessment report from Baker Tilly and approve the proposed 2023-2024 audit work plan, and recommend that these reports be forwarded for note and file to the full Council at the February 21, 2023 Joint Council and Authorities Concurrent and Stadium Authority Meeting.

Audit Manager Noce introduced staff from outside consultant Baker Tilly.

Baker Tilly staff present were Adriane D. McCoy, Director, Public Sector Advisory and Chiemi Perry, Internal Audit Manager - Public Sector.

Internal Audit Manager Perry gave a Powerpoint presentation.

Committee Members questions and comments followed related to the risk assessment portion of the Baker Tilly report.

Audit Manager Noce and Baker Tilly staff Perry and McCoy addressed the committee Members questions.

Committee Members had comments and questions surrounding the priority of proposed audit projects and there was discussion on how to prioritize the work plan.

Committee Member Watanabe made a motion to accept staff recommendation. Motion failed as there was no second.

Committee Member Jain made a motion, seconded by Committee Member Park, to agree in principle that the items on the audit workplan are important and we should move forward on the items over the next two years, but that staff return to the audit committee to continue discussion about the priority setting.

Approved with conditions

Aye: 2 - Park, and Jain
Nay: 1 - Watanabe
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ADJOURNMENT
Chair Park adjourned the meeting at 10:47am.

A motion to adjourn was made by Committee Member Jain and seconded by Committee Member Watanabe.

Adjourned

Aye: 3 - Park, Watanabe, and Jain
Future Audit Committee Meetings will be scheduled at a later date.

MEETING DISCLOSURES
City of Santa Clara Page 3 Printed on 03/06/2023
Audit Committee Meeting Minutes 02/03/2023
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 4 Printed on 03/06/2023
City of Santa Clara
Meeting Minutes
Board of Library Trustees
Board
Approved
6:00 PM Hybrid Meeting
Central Park Library
Margie Edinger Room/Virtual
2635 Homestead Rd
Santa Clara, CA 95051
02/16/2023
Special Meeting
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Chair calls for a Special Meeting of the Board of Library Trustees to commence and convene on February 16, at 6:00 PM for a Special Meeting held in a hybrid manner, in-person and via Zoom, to consider the following matter(s) and to potentially take action with respect to them.

The City of Santa Clara is conducting the Board of Library Trustees meeting in a hybrid manner, inperson and via Zoom:
• Via Zoom:
https://santaclaraca-gov.zoom.us/j/85864257230
Meeting ID: 858 6425 7230 or
Phone: 1(669) 900-6833
PUBLIC PARTICIPATION IN ZOOM Meeting: Please follow the guidelines below when participating in a Zoom Meeting:
- The meeting will be recorded so you must choose 'continue' to accept and stay in the meeting. - If there is an option to change the phone number to your name when you enter the meeting, please do so as your name will be visible online and will be used to notify you that it is your turn to speak. - Mute all other audio before speaking. Using multiple devices can cause an audio feedback. - Use the raise your hand feature in Zoom when you would like to speak on an item and lower when finished speaking. Press *9 to raise your hand if you are calling in by phone only. - Identify yourself by name before speaking on an item. - Unmute when called on to speak and mute when done speaking. If there is background noise coming from a participant, they will be muted by the host. Press *6 if you are participating by phone to unmute. - If you no longer wish to stay in the meeting once your item has been heard, please exit the meeting.

City of Santa Clara Page 1 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 02/16/2023

CALL TO ORDER AND ROLL CALL
Chair Evans called the special meeting to order at 6:00 PM.

Trustee Broughman attended the meeting via Zoom virtually, under the Jan Hintermeister, Trustee Stephen Ricossa, and Chair Jonathon Evans
Just Cause clause of AB 2449 due to illness.

Present 5 - Trustee Leonne Broughman, Trustee Debbie Tryforos, Vice Chair

CONSENT CALENDAR

PUBLIC PRESENTATIONS
JoAnn Davis from the Santa Clara City Library Foundation and Friends informed the Board of the February 18th, 2023 book sale, the upcoming Librarypalooza fundraising event scheduled for April 29, 2023, and updates to the Foundation's website.

GENERAL BUSINESS
23-192 Action on the Meeting Minutes of December 5, 2022 Recommendation: Approve meeting minutes of December 5, 2022 A motion was made by Vice Chair Hintermeister, seconded by Trustee Tryforos, to approve the Meeting Minutes of December 5, 2022.

Aye: Trustee Broughman, Trustee Tryforos, Vice Chair Hintermeister, Trustee Ricossa, and Chair Evans
5 -
23-197 Strategic Planning Board Kick-Off Session
Recommendation: There is no staff recommendation. This item is informational.

Amanda Standerfer, president of Fast Forward Libraries, presented the Strategic Planning Board Kick-Off Session. The session included the Library's Strategic Plan timeline, an introduction to the strategic planning process and conceptual approach, and the Board participated in strategic planning activities.

STAFF REPORT

TRUSTEES REPORT

ADJOURNMENT
A motion was made by Trustee Ricossa, seconded by Trustee Tryforos to adjourn the meeting at 8:15 PM.

City of Santa Clara Page 2 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 02/16/2023

Aye: Trustee Broughman, Trustee Tryforos, Vice Chair Hintermeister, Trustee Ricossa, and Chair Evans
5 -
The Board of Library Trustees Meeting is adjourned to March 6, 2023, at 6:00 PM.

City of Santa Clara Page 3 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 02/16/2023
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any
quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

City of Santa Clara Page 4 Printed on 03/09/2023

MEETING DISCLOSURES
City of Santa Clara
Meeting Minutes
Board of Library Trustees
Board
Approved
01/26/2023 6:00 PM Virtual Meeting
Special Meeting
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Chair calls for a Special Meeting of the Board of Library Trustees to commence and convene on February 8, at 6:00 PM for a Special Meeting held virtually via Zoom, to consider the following matter(s) and to potentially take action with respect to them.

Pursuant to the Government Code section 54953(e) and City of Santa Clara Resolution 23-9178, the Board of Library Trustees meeting will be held by teleconference only. No physical location will be available for this meeting; however, the City of Santa Clara continues to have methods for the public to participate remotely:
• Via Zoom:
o https://santaclaraca-gov.zoom.us/j/87263477415
Webinar ID: 872 6347 7415 or
o Phone: 1(669) 900-6833
PUBLIC PARTICIPATION IN ZOOM WEBINAR: Please follow the guidelines below when participating in a Zoom Webinar:
- The meeting will be recorded so you must choose 'continue' to accept and stay in the meeting. - If there is an option to change the phone number to your name when you enter the meeting, please do so as your name will be visible online and will be used to notify you that it is your turn to speak. - Mute all other audio before speaking. Using multiple devices can cause an audio feedback. - Use the raise your hand feature in Zoom when you would like to speak on an item and lower when finished speaking. Press *9 to raise your hand if you are calling in by phone only. - Identify yourself by name before speaking on an item. - Unmute when called on to speak and mute when done speaking. If there is background noise coming from a participant, they will be muted by the host. Press *6 if you are participating by phone to unmute. - If you no longer wish to stay in the meeting once your item has been heard, please exit the meeting.

City of Santa Clara Page 1 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 01/26/2023

CALL TO ORDER AND ROLL CALL
Chair Evans called the special meeting to order at 6:02 PM Trustee Leonne Broughman, Trustee Debbie Tryforos, Vice Chair Jan Hintermeister, Trustee Stephen Ricossa, and Chair Jonathon Evans Present 5 -

CONSENT CALENDAR

PUBLIC PRESENTATIONS

GENERAL BUSINESS
23-45 Presentation and Discussion on the Roles and Responsibilities of the Board of Library Trustees
Recommendation: There is no staff recommendation.

Assistant City Manager Bojorquez and Assistant City Attorney Klotz provided an overview and presented a Power Point of the roles and responsibilities of the Board.
23-86 Discussion on Content to be Included in Report to City Council Regarding Library Planning
Recommendation: Provide direction on the elements to be included in the report to Council and how the Board would like to finalize the report.

Trustee Broughman left the meeting at 7:20 PM.

City Librarian Wong held discussion on the budget and its impacts to library staff, hours and services. Discussion was held on the process to address Council on Library related budget items. Board created a subcommittee to draft a letter and report for Council consideration. Board also agreed to return in March to discuss and consider a draft presentation to give to Council in April.

City Librarian Wong will assist Chair Evans and Vice Chair Hintermeister as members of the sub-committee to plan report content.

A motion was made by Vice Chair Hintermeister, seconded by Trustee Tryforos, to form an ad-hoc subcommittee to work with City Librarian Patty Wong to generate communications to present to the City Council describing the unique situation of financing our Library system, and the impact on service hours and service in general to the Santa Clara population.

Aye: Trustee Tryforos, Vice Chair Hintermeister, Trustee Ricossa, and Chair Evans
4 -

Absent: 1 - Trustee Broughman
City of Santa Clara Page 2 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 01/26/2023
23-87 Discussion and action on proposed strategic planning process for the Santa Clara Public Libary
Recommendation: 1. Provide direction on the strategic planning process including key stakeholders, strategic objectives and the Board’s role in the engagement process.
23-150
City Librarian Wong reviewed Strategic Planning timeline with Board. Board agreed to allocate most of February 6th Board Meeting for Board Kick-Off Session as detailed on Strategic Plan Timeline.

Review and Discussion of the Proposed 2023 Workplan for the Board of Library Trustees
Recommendation: Review, discuss and recommend approval of work plan.

City Librarian Wong presented the draft Work Plan. Discussion was held and the Board agreed to continue to discuss this item at the February 6th Board Meeting to ensure all Board Members present.

A motion was made by Trustee Ricossa, seconded by Vice Chair Hintermeister to continue this item to the next meeting.

Aye: Trustee Tryforos, Vice Chair Hintermeister, Trustee Ricossa, and Chair Evans
4 -

Absent: 1 - Trustee Broughman

STAFF REPORT

TRUSTEES REPORT

ADJOURNMENT
A motion was made by Trustee Tryforos, seconded by Trustee Ricossa to adjourn the meeting at 8:16 PM.

Aye: Trustee Tryforos, Vice Chair Hintermeister, Trustee Ricossa, and Chair Evans
4 -

Absent: 1 - Trustee Broughman
The Board of Library Trustees Meeting is adjourned to February 6, 2023 at 6pm.

City of Santa Clara Page 3 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 01/26/2023

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasiadjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

City of Santa Clara Page 4 Printed on 03/09/2023
City of Santa Clara
Meeting Minutes
Board of Library Trustees
Board
Approved
6:00 PM Hybrid Meeting Central Park Library Edinger Room 2635 Homestead Rd, Santa Clara, CA 95051
/Virtual Address
03/06/2023
The City of Santa Clara is conducting the Board of Library Trustees meeting in a hybrid manner (inperson and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca-gov.zoom.us/j/85864257230
Meeting ID: 858 6425 7230 or
o Phone: 1(669) 900-6833
PUBLIC PARTICIPATION IN ZOOM WEBINAR: Please follow the guidelines below when participating in a Zoom Webinar:
- The meeting will be recorded so you must choose 'continue' to accept and stay in the meeting. - If there is an option to change the phone number to your name when you enter the meeting, please do so as your name will be visible online and will be used to notify you that it is your turn to speak. - Mute all other audio before speaking. Using multiple devices can cause an audio feedback. - Use the raise your hand feature in Zoom when you would like to speak on an item and lower when finished speaking. Press *9 to raise your hand if you are calling in by phone only. - Identify yourself by name before speaking on an item. - Unmute when called on to speak and mute when done speaking. If there is background noise coming from a participant, they will be muted by the host. Press *6 if you are participating by phone to unmute. - If you no longer wish to stay in the meeting once your item has been heard, please exit the meeting.

CALL TO ORDER AND ROLL CALL
Chair Evans called the meeting to order at 6:00 PM.

Trustee Tryforos attended the meeting via Zoom virtually, under the Just Cause clause of AB 2449 due to illness.

Trustee Leonne Broughman, Trustee Debbie Tryforos, Vice Chair Jan Hintermeister, Trustee Stephen Ricossa, and Chair Jonathon Evans Present 5 -
City of Santa Clara Page 1 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 03/06/2023

CONSENT CALENDAR

PUBLIC PRESENTATIONS
JoAnn Davis from the Santa Clara City Library Foundation and Friends informed the Board about the Foundation's upcoming annual fundraiser, Librarypalooza 2023, scheduled for Saturday, April 29, 2023.

GENERAL BUSINESS
23-344 Discussion of Work Plan 2023
Recommendation: Review and discuss proposed Board of Library Trustees Work Plan 2023 City Librarian Wong presented the revised Work Plan to the Board. She stated that the work plan should capture specific, actionable goals with reasonable timelines for completion within the stated year, and that the final work plan must be ratified by Council. Board discussion was held on work plan items and priorities. City Staff will return with a revised work plan based on feedback from the Board for consideration at the next meeting.

A motion was made by Trustee Broughman, seconded by Vice Chair Hintermeister, that the Board accept the concept and direct City staff to edit and this becomes what the Board submits to the council. 23-345

Aye: 3 - Trustee Broughman, Trustee Tryforos, and Trustee Ricossa Nay: 2 - Vice Chair Hintermeister, and Chair Evans
Board Governance - Review Content for Onboarding Process Recommendation: Review and discuss preliminary content recommendations from the ad hoc subcommittee.

Vice Chair Hintermeister and Trustee Tryforos presented a draft document entitled Board of Library Trustee Responsibilities, to consider inclusion in a New Board Member Handbook. Board held discussion and agreed to return at the next meeting to provide feedback and direction to City Staff.

A motion was made by Trustee Broughman, seconded by Trustee Ricossa to accept the draft as a working document, and to thank Vice Chair Hintermeister and Trustee Tryforos for their work in preparing this draft.

Aye: Trustee Broughman, Trustee ryforos, Vice Chair Hintermeister, Trustee Ricossa, and Chair Evans
5 -
City of Santa Clara Page 2 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 03/06/2023
23-347 Action on Communication with the City Council Concerning the Library Budget Recommendation: Staff makes no recommendation
Trustee Broughman left the meeting at 8:10 PM.

Board reviewed and discussed report. Chair Evans shared a draft Power Point presentation for Council and solicited feedback on the presentation content and format. A subcommittee was created with Chair Evans and Vice Chair Hintermeister to prepare and finalize the presentation, with the goal to present it to Council at the April 18, 2023 (tentative) Budget Public Hearing.

A motion was made by Vice Chair Hintermeister, seconded by Trustee Ricossa, that the Board is aligned with the direction of the presentation, and will continue with a sub-committee to work with staff.

Aye: Trustee Tryforos, Vice Chair Hintermeister, Trustee Ricossa, and Chair Evans
4 -

Absent: 1 -Trustee Broughman

STAFF REPORT

TRUSTEES REPORT

ADJOURNMENT
A motion was made by Vice Chair Hintermeister, seconded by Trustee Ricossa to adjourn the meeting at 8:30 PM.

Aye: Trustee Tryforos, Vice Chair Hintermeister, Trustee Ricossa, and Chair Evans
4 -
Excused: 1 - Trustee Broughman
The Board of Library Trustees Meeting is adjourned to April 3, 2023, at 6:00 PM City of Santa Clara Page 3 Printed on 03/09/2023
Board of Library Trustees Meeting Minutes 03/06/2023

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker." In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

City of Santa Clara Page 4 Printed on 03/09/2023
City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
01/19/2023 6:00 PM Zoom Webinar
Pursuant to California Government Code section 54953(e) and City of Santa Clara Resolution 23-9178, the Downtown Community Task Force meeting will be held by teleconference only. No physical location will be available for this meeting; however, the City of Santa Clara continues to provide methods for the public to participate remotely:

Via Zoom:
https://santaclaraca.zoom.us/j/91975789377
Meeting ID: 919 7578 9377 or
By Phone:
1(669) 900-6833

CALL TO ORDER AND ROLL CALL
The DCTF Chair, Adam Thompson called the meeting to order at 6:00 p.m.

Adam Thompson, Dan Ondrasek, Rob Mayer, Ana Vargas-Smith , Mathew Reed, Butch Coyne, Atisha Varshney, and Chan Thai Present 8 -
Absent 1 - Debra von Huene
A motion was made by Vice Chair Ondrasek to excuse Member von Huene from the meeting. The motion was seconded by Member Coyne.

Aye: Thompson, Ondrasek, Mayer, Vargas-Smith, Reed, Coyne, Varshney, and Thai
8 -

Absent: 1 - von Huene

CONSENT CALENDAR
City of Santa Clara Page 1 Printed on 02/22/2023
Downtown Community Task Force Meeting Minutes 01/19/2023 1 23-84 Downtown Community Task Force (DCTF) Meeting Minutes of the November 17, 2022 Meeting
Recommendation: Approve the DCTF Meeting Minutes of the November 17, 2022 Meeting A motion was made by Member Coyne and seconded by Vice Chair Ondrasek to approve the consent calendar.

Aye: Thompson, Ondrasek, Mayer, Vargas-Smith, Reed, Coyne, Varshney, and Thai
8 -
Excused: 1 - von Huene

GENERAL BUSINESS
2 Debrief on the November 19, 2022 Community Open House The DCTF members noted that a majority of the feedback at the open house was positive and that the concern heard most often was the proposed building heights.
3 23-83 Review of DCTF Member Thompson and DCTF Member Mayer’s Comments on the Form Based Code Document
The DCTF members discussed the comments on the Form Based Code.

Public Speakers:

Jonathon Evans commented that the Plan should include more good examples of architecture, an inspiration page, and not mission style architecture.

Frank Lemmon commented that he liked the comments from the DCTF on the Code and not to overlook the connection to the transit center. 4 Review of the DCTF letter on the 950 Monroe Street Development Project This item, Item #4, was moved up on the Agenda and heard before Item #

3. The DCTF concurred with the contents of the draft letter.

Public Speakers:

Donna West, commented that the HLC should look at the building at the corner of Franklin and Monroe to determine if it is historic.

PUBLIC PRESENTATIONS
There were no public presentations.

City of Santa Clara Page 2 Printed on 02/22/2023
Downtown Community Task Force Meeting Minutes 01/19/2023

STAFF REPORT
Staff provided a status update on the Project schedule (Downtown Precise Plan, Form Based Code, Environmental Impact Report)

ADJOURNMENT
A motion was made by Member Reed, and seconded by Vice Chair Ondrasek, to adjourn the meeting at 9:09 p.m..

The next regular scheduled meeting is Thursday, February 16, 2023 at 6 p.m.

Aye: Thompson, Ondrasek, Mayer, Vargas-Smith, Reed, Coyne, Varshney, and Thai
8 -
Excused: 1 - von Huene

MEETING DISCLOSURES
City of Santa Clara Page 3 Printed on 02/22/2023
Downtown Community Task Force Meeting Minutes 01/19/2023 The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 4 Printed on 02/22/2023
City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
02/06/2023 6:00 PM Zoom Webinar
Pursuant to California Government Code section 54953(e) and City of Santa Clara Resolution 23-9178, the Downtown Community Task Force meeting will be held by teleconference only. No physical location will be available for this meeting; however, the City of Santa Clara continues to provide methods for the public to participate remotely:

Via Zoom:
https://santaclaraca.zoom.us/j/84287889544
Meeting ID: 842 8788 9544 or
By Phone:
1(669) 444-9171

CALL TO ORDER AND ROLL CALL
The DCTF Chair, Adam Thompson called the meeting to order at 6:05 p.m.

Adam Thompson, Dan Ondrasek, Rob Mayer, Mathew Reed, Butch Coyne, Atisha Varshney, and Chan Thai
Present 7 -
Absent 2 - Debra von Huene, and Ana Vargas-Smith
A motion was made by Vice Chair Ondrasek to excuse Member Vargas Smith and Member von Huene from the meeting, and Member Mayer from the meeting at 7:00 p.m. The motion was seconded by Member Coyne.

Aye: 7 - Thompson, Ondrasek, Mayer, Reed, Coyne, Varshney, and Thai

Absent: 2 - von Huene, and Vargas-Smith

CONSENT CALENDAR
There were no items.

City of Santa Clara Page 1 Printed on 02/22/2023
Downtown Community Task Force Meeting Minutes 02/06/2023

GENERAL BUSINESS
1 Continued From the January 19, 2023 DCTF Meeting, Review of DCTF Member Thompson and DCTF Member Mayer's Comments on the Form Based Code Document The DCTF members discussed the comments on the Form Based Code.

PUBLIC PRESENTATIONS
There were no public presentations.

ADJOURNMENT
A motion was made by Vice Chair Ondrasek, and seconded by Member Coyne to adjourn the meeting at 9:16 p.m..

The next regular scheduled meeting is Thursday, February 16, 2023 at 6 p.m.

Aye: 6 - Thompson, Ondrasek, Reed, Coyne, Varshney, and Thai Excused: 3 - Mayer, von Huene, and Vargas-Smith

MEETING DISCLOSURES
City of Santa Clara Page 2 Printed on 02/22/2023
Downtown Community Task Force Meeting Minutes 02/06/2023 The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 3 Printed on 02/22/2023
City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
6:00 PM Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 9505
02/16/2023
The City of Santa Clara is conducting the Downtown Community Task Force in a hybrid manner, in-person and a method for the public to participate remotely:

Via Zoom:
https://santaclaraca.zoom.us/j/91975789377
Meeting ID: 919 7578 9377 or
By Phone: 1(669) 900-6833

CALL TO ORDER AND ROLL CALL
The DCTF Chair, Adam Thompson called the meeting to order at 6:04 p.m.

Adam Thompson, Dan Ondrasek, Rob Mayer, Debra von Huene, Ana Vargas-Smith , and Butch Coyne
Present 6 -
Absent 3 - Mathew Reed, Atisha Varshney, and Chan Thai
A motion was made by Vice Chair Ondrasek to excuse Member Reed from the beginning of the meeting, Member Varshney at 7:00 p.m., and Member Thai from the meeting. The motion was seconded by Member Coyne. Member Reed joined the meeting at 6:15 pm.

Aye: 6 - Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, and Coyne

Absent: 3 - Reed, Varshney, and Thai

CONSENT CALENDAR
There were no items.

GENERAL BUSINESS
City of Santa Clara Page 1 Printed on 02/27/2023
Downtown Community Task Force Meeting Minutes 02/16/2023 1 Reuse of the building located at 900 Lafayette Street Assistant City Manger Manuel Pineda provided a presentation about studying 900 Lafayette Street for office use by Silicon Valley Power. The DCTF asked questions and discussed the information presented.

Public Comment:

Skip Pearson asked if the City could apply for grants for the improvements to the building and if it could be a sustainability project.

Donna West stated the public investment is followed by private investment Mary Grizzle stated that there is a fabulous view from the top floor of the building
Ed Stocks stated that this is a anchor in the Plan, parking should be shared.
2 Continued From the February 6, 2023 Special DCTF Meeting, Review of DCTF Member Thompson and DCTF Member Mayer's Comments on the Form Based Code Document The DCTF members completed their discussion of comments on the Form Based Code.

Public Comment: None.

PUBLIC PRESENTATIONS
DCTF Chair Adam Thompson requested that the City evaluate the post office and rezone it to HT Historic Combining District now and not wait for the Plan to be approved.

STAFF REPORT
Staff provided a status update on the Project schedule (Downtown Precise Plan, Form Based Code, Environmental Impact Report)

ADJOURNMENT
A motion was made by Vice Chair Ondrasek, and seconded by Member Coyne to adjourn the meeting at 9:52 p.m..

The next regular scheduled meeting is Thursday, March 16, 2023 at 6 p.m.

Aye: Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, Reed, and Coyne
7 -
Excused: 2 - Varshney, and Thai
City of Santa Clara Page 2 Printed on 02/27/2023
Downtown Community Task Force Meeting Minutes 02/16/2023

MEETING DISCLOSURES
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 3 Printed on 02/27/2023
City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
11/18/2021 6:00 PM Zoom Webinar
Pursuant to California Government Code section 54953(e) and City of Santa Clara Resolution 21-9013, the Downtown Community Task Force meeting will be held by teleconference only. No physical location will be available for this meeting; however, the City of Santa Clara continues to provide methods for the public to participate remotely:

Via Zoom:
https://santaclaraca.zoom.us/j/91975789377
Meeting ID: 919 7578 9377 or
By Phone: 1(669) 900-6833

CALL TO ORDER AND ROLL CALL
The DCTF Chair, Adam Thompson called the meeting to order at 6:03 p.m.

Adam Thompson, Dan Ondrasek, Rob Mayer, Debra von Huene, Ana Vargas-Smith , Mathew Reed, and Butch Coyne
Present 7 -
Absent 2 - Atisha Varshney, and Chan Thai
A motion was made by Vice Chair Ondrasek to excuse Member Thai from the beginning of the meeting and Member Varshney from the meeting. The motion was seconded by Member Mayer. Member Thai joined the meeting at 6:45 pm.

Aye: Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, Reed, and Coyne
7 -

Absent: 2 - Varshney, and Thai

CONSENT CALENDAR
There were no items.

GENERAL BUSINESS
City of Santa Clara Page 1 Printed on 02/22/2023
Downtown Community Task Force Meeting Minutes 11/18/2021 1 Preferred Plan Height/Massing and Development Capacity Recap A recap of the Precise Plan height/Massing and development capacity was provided by the Consultant. The DCTF commented that live/work was difficult to execute and should not be mandatory; buildings should be taller at the corner of Franklin and Monroe and lower as you head north and south; and there should be Objective Design Standards to guide parking garage design.
2 Community Feedback on Place Making Strategies
The consultant provided a presentation on the feedback received from the Placemaking virtual workshop held on October 21, 2021 and the DCTF members provided feedback on the comments to the consultant.

Public Comment:

Donna West stated the housing by Castro Street in Mountain View is really nice
Skip Pearson stated that Washington Street should be a gateway with up to 6 stories and buildings on Franklin Street above 2 stories should be stepped back.

Ed stated that the farmers market on Jackson needs seating, planter boxes, benches, and art.
3 Precise Plan Implementation Tools
The DCTF members discussed Implementation Tools and questioned if bonus height in return for benefits would be economically feasible, and how would implementation be coordinated with property owners.

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Downtown Community Task Force Meeting Minutes 11/18/2021 4 Discussion on returning Main Street to the Downtown street grid sooner by spurring the redevelopment of Blocks C, D, E, and F.

DCTF Member Ondrasek provided a presentation on how to return Main Street to Downtown, focusing on Blocks C, D, E, and F. The presentation provided an overview of research Reclaiming Our Downtown (ROD) had done on various cities moving their City Halls to Downtown and their outcomes. The DCTF discussed the information and provided feedback and questioned how much square footage a City Hall would take up in Downtown, could it be done in a mixed use configuration, would it build a parking garage that could be shared, and what would the economic benefit be.

Public Comment
Patricia Leung was concerned about the proposal,specifically taking energy away for Downtown, that the current city hall is historically significant, and the feasibility of it.

Mary Grizzle advocated for studying a city hall move to Downtown.

Skip Pearson stated that the existing city hall land is worth 10-15 million dollars.

Donna West stated that city hall employees are not going anywhere, and the building is public.

Connie
Jonathon Evans stated that some city halls do not bring any life with them, e.g. San Jose City hall plaza lacks people no one wants to go there.

PUBLIC PRESENTATIONS
There were no public presentations.

ADJOURNMENT
A motion was made by Member Coyne, and seconded by Member Mayer to adjourn the meeting at 9:49 p.m..

The next regular scheduled meeting is Thursday, December 16, 2021 at 6 p.m.

Aye: Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, Reed, Coyne, and Thai
8 -

Absent: 1 - Varshney
City of Santa Clara Page 3 Printed on 02/22/2023
Downtown Community Task Force Meeting Minutes 11/18/2021 The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

City of Santa Clara Page 4 Printed on 02/22/2023
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-159 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Action on the Single Audit Report for Fiscal Year 2021-22

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The City’s annual financial statement audit also includes the federally mandated “Single Audit” which is designed to meet the special reporting requirements of federal granting agencies, specifically the Office of Management and Budget’s (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2CFR Part 200), formerly OMB A-133.The standards governing Single Audit engagements require that agencies expending more than $750,000 of federal monies in a fiscal year have an independent audit not only on the fair presentation of the financial statements, but also on internal controls for compliance with the administrative requirements of federal awards. The Single Audit was performed by the City’s financial statement auditor, Maze & Associates. The Single Audit report is attached.

City staff and Maze & Associates met with the City Council Audit Committee on March 30, 2023.

Present were Committee members Watanabe, Jain, and Park. During the Committee meeting, Maze & Associates gave a presentation about the audit process and scope of work, as well as the auditor’s opinion. City staff and Maze & Associates answered questions from Committee members.

The Audit Committee unanimously accepted the Single Audit Report presented at the Committee meeting and recommended that the City Council note and file the reports at the April 4, 2023 Council meeting. The Single Audit Report item was later moved to the April 18, 2023 Council meeting. After the Council meeting, the Single Audit Report will be published on the City’s website.

DISCUSSION
Based on their audit, Maze & Associates issued an unmodified opinion with regard to the fair presentation of the financial statements and that the City is in compliance with internal control over financial reporting. For Fiscal Year 2021-22, Maze & Associates identified two major programs to audit: Housing and Urban Development (HUD) - Home Investment Partnerships Program; and Department of Treasury - State of California pass-through - Covid 19 - Coronavirus State and Local Fiscal Recovery Funds (CSLFRF). The audit yielded one finding related to the Grant Deadlines reporting requirement for the California Arrearage Payment Programs under the CSLFRF program.

The City provided documentation that showed the reports were filed and submitted to the responsible agency. As part of the Corrective Action Plan, Staff has developed a checklist review process to ensure that the City is in compliance with the Grant Deadlines reporting requirement.

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23-159 Agenda Date: 4/18/2023
Additionally, part of the annual requirements for the Single Audit is to report on the status of any audit findings that were identified during the previous year. The Single Audit for FY 2018-19 and FY 2020- 21 resulted in a finding related to monitoring the CDBG program activities for compliance with program rules and Federal Funding Accounting and Transparency Act reporting. Staff’s actions and the status of findings are outlined in the attached Summary Schedule of Prior Audit Findings.

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 staff and the external auditor costs associated with the audit and financial reports production are included in the annual appropriations.

RECOMMENDATION
Note and file the City of Santa Clara Single Audit Report for the year ended June 30, 2022, as recommended by the Council Audit Committee.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Office of the City Manager

ATTACHMENTS

1. Single Audit Report June 30, 2022

2. Single Audit Current Year Finding - Corrective Action Plan

3. Summary Schedule of Prior Audit Findings
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CITY OF SANTA CLARA

SINGLE AUDIT REPORT
FOR THE YEAR ENDED JUNE 30, 2022
This Page Left Intentionally Blank

CITY OF SANTA CLARA

SINGLE AUDIT REPORT
For the Year Ended June 30, 2022

TABLE OF CONTENTS
Page
Schedule of Findings and Questioned Costs .............................................................................. 1 Section I – Summary of Auditor’s Results ......................................................................... 1 Section II – Financial Statement Findings .......................................................................... 2 Section III – Federal Award Findings and Questioned Costs ............................................. 2 Schedule of Expenditures of Federal Awards ............................................................................ 4 Notes to the Schedule of Expenditures of Federal Awards ....................................................... 5 Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ................. 7 Independent Auditor's Report on Compliance for Each Major Program and on Internal Control Over Compliance; and Report on the Schedule of Expenditures of Federal Awards Required by the Uniform Guidance ................................................ 9 This Page Left Intentionally Blank

CITY OF SANTA CLARA

SCHEDULE OF FINDINGS AND QUESTIONED COSTS
For the Year Ended June 30, 2022
SECTION I – SUMMARY OF AUDITOR’S RESULTS
SECTION I—SUMMARY OF AUDITOR’S RESULTS
Financial Statements
Type of report the auditor issued on whether the financial statements audited were prepared in accordance with GAAP Unmodified Internal control over financial reporting:
• Material weakness(es) identified? Yes X No
• Significant deficiency(ies) identified? Yes X
None
Reported
Noncompliance material to financial statements noted? Yes X No Federal Awards
Internal control over major federal programs:
• Material weakness(es) identified? Yes X No
• Significant deficiency(ies) identified? Yes X
None
Reported
Type of auditor’s report issued on compliance for major federal programs: Unmodified
Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200.516(a)? X Yes No
Identification of major program(s):

Assistance
Listing
Number(s) Name of Federal Program or Cluster

14.239 Home Investment Partnerships Program

21.027 COVID-19 - Coronavirus State and Local Fiscal Recovery Funds Dollar threshold used to distinguish between type A and type B programs: $945,838 Auditee qualified as low-risk auditee? X Yes No
1 SECTION II – FINANCIAL STATEMENT FINDINGS
Our audit did not disclose any significant deficiencies, material weaknesses or instances of noncompliance material to the basic financial statements. We have also issued a separate Memorandum on Internal Control dated November 30, 2022, which is an integral part of our audits and should be read in conjunction with this report.

SECTION III – FEDERAL AWARD FINDINGS AND QUESTIONED COSTS Our audit disclosed the following findings and questioned costs required to be reported in accordance with Uniform Guidance.

Finding Reference Number: SA2022-001 Compliance with Grant Deadlines Assistance Listing Number: 21.027
Assistance Listing Title: COVID-19 - Coronavirus State and Local Fiscal Recovery Funds Name of Federal Agency: Department of Treasury
Federal Award Identification Number: SLFRP0002
68-0283471
68-0281986
Name of Pass-Through Entity: State of California Department of Community Services California State Water Resources Control Board
Criteria: The City’s three California Arrearage Payment Program (CAPP) grants included a number of deadlines for transaction processing, reporting and return of unused funds as follows:
• Electric Utility Arrearage CAPP Program Notice No. 2022-01 requires the filing of the Close-Out Report within six months of receipt of the grant funds, or August 7, 2022. • California Water and Wastewater Arrearage Payment Program Guidelines Section B requires that the City allocate Water Arrearage Program payments as bill credits to customer accounts within 60 days of receiving payment or March 26, 2022.
• California Water and Wastewater Arrearage Payment Program Guidelines Appendix A, Section 6.3, requires the return of unspent Wastewater Arrearage Program funds within six months of receiving payment or November 30, 2022
Condition: The City did not comply with the required reporting and other program deadlines above as follows:
• Electric Utility Arrearage Close-Out Report was not filed until August 30, 2022. • Water Utility Arrearage Program bill credits were not applied to customer accounts until April 4, 2022. • Wastewater unused funds were not returned to the State Water Resources Control Board until January 6, 2023.

Cause: We understand that staff shortages as well as the complexities of calculating the customer credits led to the reporting, deposit, credit and payment delays.
2 SECTION III – FEDERAL AWARD FINDINGS AND QUESTIONED COSTS (Continued) Finding Reference Number: SA2022-001 Compliance with Grant Deadlines (Continued) Effect: The City is not in compliance with the terms and conditions of payment related to the required reporting and other program deadlines of the California Arrearage Payment Programs. As a result, the City could have been required to return moneys to the grantors.

Recommendation: Although it does not appear that the grantors disallowed any of the program costs, the City must develop procedures to ensure compliance with grant award terms and conditions of payment, including timely filing of reports, timely use of grant funds and timely return of unspent grant funds.

View of Responsible Officials and Planned Corrective Actions: Please see Corrective Action Plan separately prepared by the City.
3 CITY OF SANTA CLARA

SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
For the Fiscal Year Ended June 30, 2022
Federal
Assistance Pass-Through Pass-Through
Federal Grantor/ Listing Identifying To Federal
Pass-Through Grantor/Program or Cluster Title Number Number Subrecipients Expenditures U.S. Department of Housing and Urban Development Direct Programs Community Development Block Grant - Entitlement Grants 14.218 Program expenditures $358,753 $956,936
COVID-19 - Emergency Rental Assistance Program and Administration 580,677 618,613 Program subtotal 939,430 1,575,549
Home Investment Partnerships Program 14.239 1,047,938 1,144,749 Total U.S. Department of Housing and Urban Development 1,987,368 2,720,298 U.S. Department of Justice Direct Programs
COVID 19 - Coronavirus Emergency Supplemental Funding 16.034 9,967 Bureau of Justice Statistics and Federal Bureau of Investigation National Incident Based Reporting System
Special Data Collections and Statistical Studies 16.734 200,089 Edward Byrne Memorial Justice Assistance Grant Program 16.738 40,791 Equitable Sharing Program 16.922 61,727
Total U.S. Department of Justice 312,574
U.S. Department of Transportation Pass-Through Programs From:

Metropolitan Transportation Commission
Highway Planning and Construction
Priority Development Area Planning Grant 20.205 1812 27,791 State of California Office of Traffic Safety
State and Community Highway Safety 20.600 402PT-22 12,313 Minimum Penalties for Repeat Offenders for Driving
While Intoxicated 20.608 164AL-22 25,248
Total U.S. Department of Transportation 65,352
U.S. Department of Treasury
Direct Program:

COVID-19 - Coronavirus State and Local Fiscal Recovery Funds 21.027 26,231,326 Pass-Through Programs From:

COVID-19 - Coronavirus State and Local Fiscal Recovery Funds 21.027 State of California Department of Community Services
and Development
2021 California Arrearage Payment Program - Energy 68-0283471 1,313,013 California State Water Resources Control Board
California Water and Wastewater Arrearage Payment Program 68-0281986 806,167 Total U.S. Department of Treasury 28,350,506
U.S. Department of Homeland Security
Direct Program:

Federal Emergency Management Agency
COVID-19 - Assistance to Firefighters Supplemental Grant 97.044 32,745 Pass-Through Programs From:

California Task Force 3 Urban Search and Rescue
National Urban Search and Rescue Response System 97.025 CA-TF3 16,013 County of Santa Clara Office of Emergency Services
2019 Emergency Management Performance Grants 97.042 2019-003 / 085-00000 22,414 County of Santa Clara Office of Emergency Services
Homeland Security Grant Program (HSGP) 97.067 SHSGP 8,031 Total U.S. Department of Homeland Security 79,203
Total Expenditures of Federal Awards $1,987,368 $31,527,933 See Accompanying Notes to Schedule of Expenditures of Federal Awards 4 CITY OF SANTA CLARA

NOTES TO THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS For the Year Ended June 30, 2022
NOTE 1 – REPORTING ENTITY
The Schedule of Expenditure of Federal Awards (the Schedule) includes expenditures of federal awards for the City of Santa Clara, California, and its component units as disclosed in the notes to the Basic Financial Statements, except for federal awards of the Santa Clara Stadium Authority (Stadium Authority). Federal awards expended by the Stadium Authority, if any, are excluded from the Schedule and are subject to a separate Single Audit performed by other auditors.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements, regardless of the measurement focus applied. The governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. The proprietary and fiduciary fund financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Expenditures of Federal Awards reported on the Schedule are recognized when incurred.

NOTE 3 – INDIRECT COST ELECTION
The City has elected not to use the 10% de minimis indirect cost rate allowed under the Uniform Guidance. 5 This Page Left Intentionally Blank
INDEPENDENT AUDITOR’S REPORT ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN

AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE

WITH GOVERNMENT AUDITING STANDARDS
To the Honorable Members of the City Council
City of Santa Clara, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Santa Clara as of and for the year ended June 30, 2022, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated November 30, 2022.

Our report includes a reference to other auditors who audited the financial statements of the City of Santa Clara Stadium Authority for the year ended March 31, 2022 and a reference to other auditors who audited the financial statements the Northern California Power Agency, Transmission Agency of Northern California and San Jose-Santa Clara Regional Wastewater Facility and Clean Water Financing Authority as of and for the year ended June 30, 2021, related to the calculation of the Investments in Joint Ventures, as described in our report on the City’s financial statements. This report includes our consideration of the results of the other auditors’ testing of internal control over financial reporting and compliance and other matters that are reported on separately by those other auditors. However, this report, insofar as it relates to the results of the other auditors, is based solely on the reports of the other auditors. Our report also included an emphasis of a matter paragraph disclosing the implementation of new accounting principles.

Report on Internal Control over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the City’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.
7 Accountancy Corporation
34 78 Buskirk Avenue. Suite 215
Pleasant Hill, CA 94523
T 925.930.0902
F 925.930.0135
e [email protected]
w mazeassociates.com
Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we and the other auditors did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.

Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the City’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests and those of the other auditors disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

We have also issued a separate Memorandum on Internal Control dated November 30, 2022, which is an integral part of our audit and should be read in conjunction with this report.

Purpose of this Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the result of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Pleasant Hill, California
November 30, 2022
8 3

INDEPENDENT AUDITOR'S REPORT

ON COMPLIANCE FOR EACH MAJOR PROGRAM
AND ON INTERNAL CONTROL OVER COMPLIANCE;

AND REPORT ON THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS

REQUIRED BY THE UNIFORM GUIDANCE
To the Honorable Members of the City Council
City of Santa Clara, California
Report on Compliance for Each Major Federal Program
Opinion on Each Major Federal Program
We have audited City of Santa Clara’s compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on each of the City’s major federal programs for the year ended June 30, 2022. The City’s major federal programs are identified in the summary of auditor’s results section of the accompanying Schedule of Findings and Questioned Costs.

The City of Santa Clara’s basic financial statements include the operations of the Santa Clara Stadium Authority (Stadium Authority), which is not included in the Schedule during the year ended June 30, 2022. Our audit, described below, did not include the operations of the Stadium Authority, because the Stadium Authority engaged other auditors.

In our opinion, the City complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2022.

Basis for Opinion on Each Major Federal Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above.
9 Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules and provisions of contracts or grant agreements applicable to the City’s federal programs.

Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of each major federal program as a whole.

In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • Obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. 10 Other Matters
The results of our auditing procedures disclosed instances of noncompliance which are required to be reported in accordance with the Uniform Guidance and which are described in the accompanying Schedule of Findings and Questioned Costs as item SA2022-001. Our opinion on each major federal program is not modified with respect to these matters.

Government Auditing Standards require the auditor to perform limited procedures on the City’s response to the noncompliance findings identified in our audit described in the accompanying Schedule of Findings and Questioned Costs. The City’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response.

Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.

Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. 11 Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining funds information of the City as of and for the year ended June 30, 2022, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements. We issued our report thereon dated November 30, 2022, which contained an unmodified opinion on those financial statements. Our report includes a reference to other auditors who audited the financial statements of the City of Santa Clara Stadium Authority for the year ended March 31, 2022 and a reference to other auditors who audited the financial statements the Northern California Power Agency, Transmission Agency of Northern California and San Jose-Santa Clara Regional Wastewater Facility and Clean Water Financing Authority as of and for the year ended June 30, 2021, related to the calculation of the Investments in Joint Ventures, as described in our report on the City’s financial statements. Our report, in so far as it relates to the results of the other auditors, is based solely on the report of the other auditors. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated, in all material respects in relation to the basic financial statements as a whole.

Pleasant Hill, California
March 24, 2023
12 1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2340 ● Fax: 408-243-8687 ● SantaClaraCA.gov Finance Department

SINGLE AUDIT
FOR THE YEAR ENDED JUNE 30, 2022

CORRECTIVE ACTION PLAN

FINANCIAL STATEMENT FINDINGS - CURRENT YEAR
There were no current year financial statement findings.

FEDERAL AWARD FINDINGS - CURRENT YEAR
Finding Reference Number: SA2022-001 Compliance with Grant Deadlines Assistance Listing Number: 21.027
Assistance Listing Title: COVID-19 - Coronavirus State and Local Fiscal Recovery Funds
Name of Federal Agency: Department of Treasury
Federal Award ID Number: COVID-19 – SLFRP0002
COVID-19 – 68-0283471
COVID-19 – 68-0281986
Name of Pass-Through Entity: State of California Department of Community Services California State Water Resources Control Board
Name(s) of the contact person: Gary Welling, Director of Water & Sewer Utilities Water and Sewer
Manuel Pineda, Chief Electric Utility Officer
Fiscal Year of Initial Finding: 2021-2022
Corrective Action Plan:

The City has taken action and corrected the issues related with this finding. The City has also taken steps to improve business processes to prevent this issue from occurring again. Staff are required to develop a checklist to manage the reporting and compliance requirements for the grant that they manage to ensure that the City meets the grant’s reporting requirements.

Anticipated Completion Date:

March 23, 2023
Housing and Community
Services Division

SINGLE AUDIT
FOR THE YEAR ENDED JUNE 30, 2022

SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS
FINANCIAL STATEMENT FINDINGS – PRIOR AUDIT
There were no prior year financial statement findings.

FEDERAL AWARD FINDINGS – PRIOR AUDIT
Finding Reference Number: SA2021-001 Federal Funding Accountability and Transparency Act (FFATA) Reporting
Assistance Listing Number: 14.218
Assistance Listing Title: Community Development Block Grant Entitlement Grant Name of Federal Agency: Department of Housing and Urban Development Federal Award ID Number: B-20-MC-06-0022
B-20-MW-06-0022
• Name(s) of the contact person: Adam Marcus, Housing Division Manager • Fiscal Year of Initial Finding: 2020-2021
• Current Status:

Implemented - The City has taken corrective action related to the issues regarding this finding. The City has also updated its Policies and Procedures manual to detail steps for updating the FFATA database. Within 30 days of receiving federal funds, the FFATA database will be updated with the new federal awards. Further, when sub-awards are given that exceed $30,000, or if any awards less than $30,000 are amended during the fiscal year to exceed $30,000, said sub-awards will be added and/or updated in the FFATA database. Lastly, if awards are amended during the fiscal year, the FFATA database will subsequently be updated.

HUD issued a management decision on May 27, 2022 and is requesting verification of the policies and procedures manual updates. City staff submitted updates to HUD on 3/10/23.
• Completion Date:

Pending resolution of management decision from HUD

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Finding Reference Number: SA2019-001 Monitoring CDBG and HOME Program Activities for Compliance with Program Rules and Regulations
CFDA number: 14.218 and 14.239
CFDA Title: Community Development Block Grant – Entitlement Grant HOME Investment Partnerships Program
Name of Federal Agency: Department of Housing and Urban Development • Name(s) of the contact person: Adam Marcus, Housing Division Manager • Fiscal Year of Initial Finding: 2018-2019
• Current Status:

On April 18, 2022 the City received a letter from HUD communicating the closure of FY 2019 Monitoring Findings.
• Completion Date:

April 18, 2022
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1424 Agenda Date: 4/18/2023

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Kimley-Horn and Associates, Inc for Services for the Traffic Signal Management Software Upgrade and Adaptive Signal System Project

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works, Traffic Engineering Division, operates and manages more than 150 traffic signals within the City using traffic signal software that was implemented over 20 years ago.

While the existing software provides staff with the capability to check on the general status of a traffic signal and implement remote changes to the signal timing and operations, it is unable to provide staff with real-time information. The existing signal software system is unable to adapt to real-time changes in traffic flow in order to show how well a given corridor is operating, if it is operating efficiently, or if there is an issue with signal timing or signal equipment. This requires staff to make changes based solely on user complaints or staff observation.

In order to manage the City’s traffic signals, a new, advanced traffic signal management system is necessary. The ideal requirements of the new system include being user-friendly; capable of providing real-time corridor performance status to identify and troubleshoot traffic flow and/or signal equipment issues; and through an adaptive signal system, have the ability to make automated realtime traffic signal operations updates. These automated updates respond to changes in traffic and travel conditions which help provide smooth and efficient traffic signal operations.

Included within the Adopted Biennial Capital Improvement Program Budget for FY 2022/23 and FY 2023/24 are the following two projects in the Streets and Highways Capital Fund related to upgrading the City’s existing traffic signal management software: Traffic Signal Management Software Upgrade/Replacement (Project No. 1217) and Adaptive Signal System (Project No. 1239). These projects will upgrade the existing traffic signal management software, replace traffic signal controller firmware and equipment as necessary, and provide an adaptive signal system module and equipment. The adaptive signal module and equipment will allow for real-time monitoring and automated traffic signal timing adjustments on an initial set of select roadway corridors in Santa Clara including Pruneridge Avenue, Stevens Creek Boulevard, Kiely Boulevard, and Bowers Avenue.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal request for proposals (RFP) was conducted as the solicitation method for this procurement, with the final award recommendation based on “best value.”
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The City published the RFP for the Advance Traffic Management System with Adaptive Traffic Control System on the City’s e-procurement system. Six proposals were received from the following firms:
· Cubic ITS, Inc.
· Econolite Systems, Inc.
· Kimley-Horn and Associates, Inc.
· Q-Free America, Inc.
· TransCore ITS, LLC
· Western Systems, Inc.

The evaluation process consisted of three phases. In Phase 1, the written proposals were evaluated and scored against the criteria and weights published in the RFP. Firms that earned the highest points were invited to advance to Phase 2 of the evaluation process. In Phase 2, firms were invited to oral presentations and provided the City with remote access for the evaluation panel to have handson experience with their proposed system. In Phase 3, two finalists were invited to submit their cost proposals for City review. The cost proposal considered all costs for software, hardware, implementation and configuration, and maintenance/support over a 10-year period.

The evaluation panel consisted of individuals from the Department of Public Works, the Information Technology Department, and the Santa Clara Valley Transportation Authority (VTA). Additionally, several other representatives from the Information Technology Department participated to observe and serve as technical advisors during Phase 2.

Based on the panel’s evaluation, Kimley-Horn and Associates, Inc (KHA) is recommended for approval. KHA provided the most advantageous, best value proposal and demonstrated their ability to provide a system that is user friendly, feature-rich, and well supported.

The proposed agreement (Attachment 1) includes a refined scope of services based upon negotiations and understanding of the work to be performed. The scope of services generally includes project management and coordination; data collection and field review; design plans, before and after studies for adaptive signals implementation; and the purchase, installation and testing of the new traffic signal management software. Also covered in the scope is the necessary equipment including adaptive signal systems, record drawings, staff training, and maintenance and support.

Staff recommends entering into the Agreement with KHA to complete the project. It is estimated that it will require two years to fully implement and test the new traffic signal management software system with on-going support and maintenance occurring for a period of eight years following completion of the installation.

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(a) as it has no potential for resulting in either a direct physical change in the environment, or as a reasonably foreseeable indirect physical change in the environment.

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23-1424 Agenda Date: 4/18/2023

FISCAL IMPACT
There is current funding of $2,470,685 in the Streets and Highways Fund, $1,520,685 in CIP Project 1217 - Traffic Signal Management Software Upgrade/Replacement and $950,000 in CIP Project 1239 - Adaptive Signal System, for this agreement.

The maximum compensation in the proposed agreement with KHA is $2,194,258 for the 10-year term which starts on or around May 1, 2023 and ends on or around April 30, 2033. The following table provides a breakdown of the total cost.

Cost Element Total
System Implementation (Years 1-2) $1,651,770
10% Contingency for System Implementation $166,000
Ongoing Software Support and Maintenance (Years 3-10) $352,900 Estimated Sales Tax $23,588
Maximum Compensation $2,194,258

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute an agreement with Kimley-Horn and Associates, Inc. for the purchase of a Citywide Advanced Traffic Management System and Adaptive Traffic Control System, including all software, hardware, and professional services for design, implementation, configuration, support, and maintenance, for a term starting on or around May 1, 2023 and ending on or around April 30, 2033, with maximum compensation amount not-to-exceed $2,194,258, subject to the appropriation of funds.

2. Authorize the City Manager or designee to execute amendments to the agreement with KimleyHorn and Associates, Inc. to implement any changes and enhancements to the system that may be required.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Office of the City Manager

ATTACHMENTS

1. Agreement with Kimley-Horn and Associates, Inc.

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Agreement with Kimley-Horn Page 1 of 53
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EBIX Insurance No. S200004842

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KIMLEY-HORN AND ASSOCIATES, INC.

PREAMBLE
This Agreement is entered into as of the City’s execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Kimley-Horn and Associates, Inc., a North Carolina corporation (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. On December 13, 2021, City published a Request for Proposals (“RFP”) seeking an Advanced Traffic Management System (ATMS) with Adaptive Traffic Control System (ATCS) and, on February 11, 2022, Contractor submitted a written response to the RFP, which was followed by an in-person and hands-on demonstration of Contractor’s product and Services;
C. City’s agreement to award the contract for the Advanced Traffic Management System with Adaptive Traffic Control System to Contractor in accordance with the terms and conditions set forth in this Agreement is based upon its reliance upon the written and demonstrative information submitted by Contractor in response to City’s RFP; and,
D. 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
Appendix A1: Preliminary Project Implementation Schedule Agreement with Kimley-Horn Page 2 of 53
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Appendix A2: Licensed Software
Appendix A3: ATCS Locations
Appendix A4: Final System Acceptance Certificate
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Software License Agreement
Exhibit E – City of Santa Clara RFP 21-22-18
Exhibit F – Kimley-Horn Proposal Response
In the event any discrepancies or inconsistencies between the provisions of this Agreement and any of the above-referenced documents the provisions of this Agreement will prevail. The provisions in the Exhibits shall prevail over conflicting terms in the Appendices to the Exhibits. Exhibits E and F are incorporated by reference, and shall be relied upon to aid in interpretation of Exhibits A through D and the terms in the body of the Agreement. Contractor and City hereby acknowledge that they have drafted and negotiated the Agreement jointly, and the Agreement will be construed neither against nor in favor of either, but rather in accordance with its fair meaning.

Notwithstanding the foregoing, the terms of the Software License Agreement shall prevail with respect to the specific terms therein.

This Agreement and the Exhibits set forth above, contain all of the agreements, representations and understandings of the Parties hereto, and supersede and replace any previous understandings, commitments, or agreements, whether oral or written. Any other terms or conditions included in any shrink-wrap or bootscreen license agreements, quotes, invoices, acknowledgments, bills of lading, or other forms utilized or exchanged by the Parties shall not be incorporated in this Agreement and shall not be binding upon the Parties unless the Parties specifically agree in writing to incorporate said terms via an amendment to this Agreement or unless otherwise provided for in this Agreement.

2. TERM OF AGREEMENT
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, 2023 and terminate on April 30, 2033.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
A. Scope of Services. Contractor agrees to provide the Software and perform the Services as set forth in the Scope of Services (Exhibit A) and the Software License Agreement (Exhibit D), which are attached hereto and incorporated as though fully set forth herein.

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B. Notification. Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect Contractor’s ability to meet any requirement of this Agreement, or that is likely to occasion any material delay in completion of the projects contemplated by this Agreement. For example, such notice shall be given in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure.

C. Contractor’s Software. The terms for the use of Contractor’s Software in conjunction with support and maintenance services shall be as set forth in the Software License Agreement (Exhibit D), which is attached hereto and incorporated herein.

D. Schedule of Performance. Time is of the essence in this Agreement.

Contractor shall meet the delivery requirements as set forth in the Preliminary Project Schedule (Appendix A1 to Exhibit A) and any modifications thereto by written agreement of the Parties. Times for performance shall be extended, as mutually agreed, for delays which are caused by reason of: floods, earthquakes, fires or other catastrophes outside of Consultant’s reasonable control.

4. WARRANTY
A. Services. Contractor expressly warrants that all materials and services covered by this Agreement shall conform to the specifications, requirements and instructions upon which this Agreement is based, and the applicable industry standard for the services provided. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

B. Software. Warranties applicable to the Software are set forth in Exhibit D (Software License Agreement).

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it is qualified in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

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6. COMPENSATION AND PAYMENT
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 set forth in Section 1 of Exhibit B, 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.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.

B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

D. If City fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, Contractor may terminate this Agreement upon ten (10) days notice to City.

8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

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

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the Agreement with Kimley-Horn Page 6 of 53
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cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or relating to the negligence, recklessness or willful misconduct of the Contractor in the performance of the Services by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.

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

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

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

City of Santa Clara
Attention: Public Works Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:

Kimley-Horn and Associates, Inc.
4637 Chabot Drive Suite 300
Pleasanton, CA 94588
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor Agreement with Kimley-Horn Page 8 of 53
Rev. 07-01-18
and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

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

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

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

24. CHANGE PROCEDURES AND AUTHORIZATION
A. Change Orders. Any changes to this Agreement that relate to (i) the deletion of Services, (ii) adding additional Services, or (iii) changing or modifying Services, not to exceed the maximum compensation of this Agreement, shall be made by a written change order authorized by the Director of Public Works.

B. Amendments. Any changes to this Agreement that relate to (i) an increase in the maximum compensation of this Agreement, or (ii) the term of this Agreement, or (iii) any other terms or conditions of the Agreement not covered by the Change Order provisions set forth above, may only be made by a written amendment duly authorized and executed by the Parties to this Agreement.

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

The Parties acknowledge and accept the terms and conditions of this Agreement 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:

Office of the City Attorney
City of Santa Clara
Dated:
"CITY"
Office of the City Manager
City Manager _
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
KIMLEY-HORN AND ASSOCIATES, INC.
a North Carolina corporation
Dated: ~~ "?O ±i'." 2-~ By (Signature):~... o ~ Name: Brian Sowers Title: Senior Vice President
Principal Place of 4637 Chabot Drive Suite 300
Business Address: Pleasanton, CA 94588
Email Address: [email protected]
Telephone: 925.398.4840
Agreement with Kimley-Horn
Rev. 07-01-18
Fax:
"CONTRACTOR"

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Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 10 of 53 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

1. INTRODUCTION

1.1. Under this Agreement, Contractor shall deliver and deploy a new Advanced Traffic Management System (ATMS) with Adaptive Traffic Control System (ATCS) (hereinafter collectively referred to as “System”) to enhance management, monitoring, and control of the signalized intersections in the City of Santa Clara (the “Project”).

1.2. Contractor shall provide a turnkey solution that includes:

1.2.1. Software (refer to Appendix A2)

1.2.2. All professional services related to implementation of the software

1.2.3. Technical support and maintenance related to the software after City’s final acceptance

1.2.4. Additional services as required by the City

2. DEFINITIONS

2.1. “KITS” or “KITS ATMS” shall mean Contractor’s proprietary Advanced Traffic Management System (ATMS) software.

2.2. “Kadence” or “Kadence ATCS” shall mean Contractor’s proprietary Advanced Traffic Control System (ATCS) software.

2.3. “Traction” shall mean Contractor’s proprietary cloud-hosted system that provides the following available modules

2.3.1. Traction Metrics - Automated Traffic Signal Performance Measures (ATSPM) capabilities, including on premise and cloud-hosted options.

2.3.2. Traction Connect - connected vehicle capabilities, including on premise and cloud hosted options.

2.3.3. Traction Priority - transit signal priority and emergency vehicle preemption, including on premise center-to-center based approach or cloud hosted GPS with virtual detection zones.

2.3.4. Traction Workflow – cloud-based work order tracking.

2.3.5. Traction Travel - crowdsourced travel time data that operates with the KITS platform.

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2.4. “D4 Utilities” shall mean Contractor’s proprietary software suite that includes software tools for interacting and maintaining the City’s D4 controllers.

3. DOCUMENTS

3.1. This Exhibit contains the following appendices:

3.1.1. Appendix A1 – Preliminary Project Implementation Schedule

3.1.2. Appendix A2 – Licensed Software

3.1.3. Appendix A3 – ATCS Locations

3.1.4. Appendix A4 – Final System Acceptance Certificate

4. PROJECT MANAGEMENT AND SCHEDULE

4.1. Contractor Responsibilities

4.1.1. Contractor shall assign a Project Manager (“PM”) to lead the tasks for the implementation. The PM shall be the primary person communicating with the City and keeping City fully apprised on the status and progress of the project.

The PM shall also be responsible for project schedule updates; creation and preparation of progress reports and meeting minutes; adherence to project scheduling; and general project coordination.

4.1.2. Contractor agrees to work closely with City staff in the performance of services and shall be available to City staff, stakeholders, and other staff at all reasonable times.

4.1.3. Contractor shall develop and maintain a detailed project schedule containing all deliverables, tasks, and milestones as described in Section 4.3 (Project Schedule).

4.2. City Responsibilities

4.2.1. City shall provide oversight for the entire project, but Contractor must provide overall project management for all tasks in the scope of this contract.

4.2.2. City shall assign a project manager who shall work closely with Contractor to facilitate the successful completion of the implementation process and who shall be responsible for supervising the staff of the City and their cooperation with and participation in such process. The City’s Project Manager shall maintain project communications with Contractor’s Project Manager.

4.2.3. City shall provide Contractor information required to configure the System.

4.2.4. The City acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the City and its staff, and agrees to act reasonably and cooperate fully with Contractor to achieve the completion of the Project.

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4.2.5. The City will furnish the labor for the installation of all hardware related to the System. If the City has not properly installed the required hardware, Contractor shall have the right to suspend the Project and the related scheduled time frames until these issues have been dealt with by City sufficiently and to Contractor’s reasonable satisfaction.

4.3. Project Schedule

4.3.1. The system implementation schedule is detailed in Appendix A1 – Preliminary Project Implementation Schedule (“Project Schedule”), which lists the tasks, corresponding project deliverables (“Deliverables”), and dates and durations assigned to each task. The Project Schedule must be in a general Microsoft Office Gantt chart (or other similar project planning tool as approved by the City).

4.3.2. It is the City’s expectation that the Contractor shall meet all the Deliverables and dates in accordance to the Project Schedule. Any changes to the Project Schedule which will impact the completion date of each deliverable must be mutually agreed to and incorporated into a revised Project Schedule.

4.3.3. Any additional time and resources that may be required to meet the project scope as defined in this Exhibit shall not constitute justification for any future change orders. Any changes to scope as discovered after the Scope of Services may result in a future change order.

4.3.4. Contractor shall implement the System according to the tasks as detailed in the following sections.

5. SYSTEM IMPLEMENTATION

5.1. Task 1 – Project Management

5.1.1. Project Kickoff Meeting

5.1.1.1. Within one week of receiving the notice to proceed, Contractor shall schedule and conduct a kickoff meeting. The kickoff meeting shall include an introduction of each party’s project team members and their respective roles, the preliminary project schedule, task deliverables, an agreed-upon approach to complete the Project, foreseeable issues and proposed solutions, and any other administrative details.

5.1.1.2. Within five (5) calendar days from the project kickoff meeting, Contractor shall prepare and submit to the City:

5.1.1.2.1. the meeting minutes in electronic format. The minutes must include names of attendees and all items under
discussion; and

5.1.1.2.2. an updated Project Schedule.

Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 13 of 53 Rev. 07-01-18

5.1.2. Status Meetings

5.1.2.1. After the project kickoff meeting, Contractor shall conduct and attend project status meetings monthly or as may be required to keep the project on schedule, discuss current status of each task, identify potential issues and solutions, and update the project schedule.

5.1.2.2. Within five (5) calendar days after each project status meeting, Contractor shall submit to the City draft project status meeting minutes in electronic format. The minutes shall include names of attendees and all items under discussion. The City will have five (5) business days from receipt of the draft project status meeting minutes to submit any comments.

5.1.2.3. Contractor shall submit final project status meeting minutes in electronic format within two (2) business days after receipt of any City comments.

5.1.3. Task 1 Deliverables

5.1.3.1. Kickoff Meeting and Minutes

5.1.3.2. Status Meeting and Minutes

5.2. Task 2 – Design

5.2.1. Data Collection and Field Review

5.2.1.1. Contractor shall perform a field review of the existing vehicle detection systems at all the adaptive signal locations. Based on field and operational status reviews, Contractor shall provide recommendations for additional detection or changes to existing detection to improve Kadence operations. Contractor shall provide a technical memorandum identifying the detection configuration and necessary updates to the existing setup that meets all goals of the City for equipment uniformity and all City and State standards.

5.2.1.2. Based upon the preliminary review of the as-builts provided by the City, Contractor’s field review, and Contractor’s understanding of the traffic operations on the proposed adaptive corridors, Contractor shall finalize the anticipated modifications to the detection at each of the locations listed in Appendix A3.

5.2.2. Design Plans

5.2.2.1. Based upon the detection evaluation and recommended detection upgrades, Contractor shall prepare Plans, Specifications, and Cost Estimates (PS&E), and opinions of probable construction cost estimate (OPCC) for the proposed improvements. The traffic signal Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 14 of 53 Rev. 07-01-18
plans shall show the existing layout of signal poles, signal head placement, signal phasing, pull boxes, and conduit, along with existing and proposed detection. The plans will be of sufficient detail to show the required modifications necessary for the detection upgrades and are expected to include an abbreviated (reduced) conductor and pole schedule. For locations requiring additional detector wiring, Contractor shall calculate conduit fill and check for all conduit runs with new cabling. Contractor shall propose new conduits, as needed, when conduit fill issues are identified.

5.2.2.2. Contractor shall prepare the traffic signal plans at a scale of 1”=40’’ showing two intersections per sheet, or other appropriate scale sufficient to clearly show proposed modifications. Contractor shall prepare the PS&E at the 65%, 95%, and 100% levels.

5.2.3. Before and After Study

5.2.3.1. Contractor shall coordinate with City to develop an appropriate evaluation plan for the before-and-after studies as well as the times and days of the studies.

5.2.3.2. Contractor shall perform field data collection after the ATCS is implemented and tuned to acceptable levels to the Contractor and City to assess the effectiveness of the ATCS.

5.2.3.3. Data to be collected will be travel time data and ADT traffic volumes.

5.2.3.4. Utilizing the data collected, Contractor shall evaluate and summarize performance measures including travel time, travel time reliability, speed, delay, queue, number of stops, degree of saturation, and approach delay of minor streets.

5.2.3.5. Contractor shall perform a benefit/cost analysis.

5.2.3.6. Contractor shall prepare a draft Before-and-After Study Report for City review and comment. After receiving comments, Contractor shall prepare a Final Report which shall include but not be limited to project background, performance metrics, data collection, evaluation methodology, analysis results, lessons learned, and summary.

5.2.4. Task 2 Deliverables

5.2.4.1. Technical Memorandum for Recommended Detection Upgrades at All ATCS Locations

5.2.4.2. Engineering Design Plans
Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 15 of 53 Rev. 07-01-18

5.2.4.3. Specifications and Engineer’s Estimate

5.2.4.4. Draft Before-and-After Study Report

5.2.4.5. Final Before-and-After Study Report

5.3. Task 3 – ATMS/ATCS Installation and Device Testing

5.3.1. Contractor shall furnish, configure, and integrate KITS and Kadence software on the City provided servers and up to twenty (20) workstations and laptops.

The City IT staff are responsible for supplying and installing server hardware, MS SQL Server License, and MS Office License. Contractor shall configure SQL server as appropriate for KITS and Kadence. Contractor shall test connectivity of all clients with the servers and work with City IT staff to ensure successful completion.

5.3.2. Contractor shall provide all of the following services:

5.3.2.1. Create a plan to test all new devices to meet the ATMS requirements, ensure correct configuration, and match existing operation.

5.3.2.2. Provide citywide base map graphics.

5.3.2.3. Provide 156 intersection background/aerial images.

5.3.2.4. Configure 156 intersections, including GPS coordinates, into the ATMS to provide controller timing status, current plan, output status, and input status using graphics.

5.3.2.5. Configure 156 intersections to provide all signal graphics, attributes, sections, arterials, areas, reports, signal health dashboards, as well as all ATMS requirements.

5.3.2.6. Configure 156 intersections to provide signal
health/status/operational/alarm reports (non-ATSPM performance reports).

5.3.2.7. Configure up to 100 signals in up to 10 corridors in the Traction ATSPM system, including all detector mappings and configurations with field controllers to collect high-resolution data. Contractor shall validate the operation of each location with sample reports and graphics and resolve any configuration issues to obtain correct reports and displays.

5.3.2.8. Provide any equipment and software required to complete the testing plan (i.e., suitcase tester, virtual suitcase tester, controller interface device, etc.).

Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 16 of 53 Rev. 07-01-18

5.3.2.9. Furnish, program, configure, and test all new devices within controller cabinets identified in Task 2, and in accordance with the testing plan. This includes controller unit database programming and configuration.

5.3.2.10. Document all steps and results of the testing plan.

5.3.3. Contractor shall configure 22 signals for Kadence ATCS operation. Field and central configuration include:

5.3.3.1. Location and length of all detectors and operational status of loops, cameras, or cards/racks.

5.3.3.2. Detectors set for presence and not pulse operation.

5.3.3.3. Detector number assignments for each lane and which phase each detector calls (for interchanges, identify which phases are controlled by the same detectors).

5.3.3.4. Phase to movement assignments.

5.3.3.5. Default sequence and all allowable sequences.

5.3.3.6. Identification of which phases are on min. or max. recall and desirability or necessity to remain on this mode.

5.3.3.7. Identification of which detectors are currently tied together and whether or not they can be separated in the cabinet pull box.

5.3.3.8. Available space for additional detection cards or racks for additional inputs.

5.3.3.9. IP communications parameters.

5.3.3.10. Distance between intersections (stop-bar to stop-bar).

5.3.3.11. Offset reference mode.

5.3.3.12. Display status of four (4) adaptive corridors control parameters, associated reports and performance metrics.

5.3.4. For field controller integration, Contractor shall supply all necessary suitcase tester hardware for bench testing of field configuration settings before deploying each controller in the field cabinet. Contractor shall then test all configuration features in the field to ensure that the signal operates as expected with the new controller and controller firmware.

5.3.5. To perform the database conversions, City shall provide to Contractor an electronic copy (typically Adobe PDF) of existing timing information for each location to be converted. This includes information such as phasing, base Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 17 of 53 Rev. 07-01-18
timing, coordination, and time-of-day scheduling information and IP/networking settings for each location.

5.3.6. At the conclusion of system implementation, Contractor shall submit to the City a configuration memorandum outlining all central and field configuration details for KITS and Kadence, any notable exceptions to standard configurations, and all results of bench and integration testing.

5.3.7. The City can provide GIS data and files necessary for integration, intersection signal timing sheets, and intersection phase diagrams. If possible, the City will export the existing controller databases into Adobe PDF or CSV format.

5.3.8. Task 3 Deliverables:

5.3.8.1. ATMS and ATCS Device Testing Plan and Checklists

5.3.8.2. ATMS and ATCS Configuration Memo

5.3.8.3. Bench and integration testing results

5.4. Task 4 – Bid and Construction Support and Device Installation

5.4.1. Contractor shall provide Bid and Construction Support services to modify traffic signals as identified in the PS&E package that includes:

5.4.1.1. Review “shop drawings” and submittals specified in the bid contract documents dealing specifically with design elements.

5.4.1.2. Respond to Request for Information (RFI).

5.4.1.3. Prepare record “as-built” drawings based on redlined markups of the Construction Bid Set.

5.4.2. Contractor shall install the new 1C module with D4 firmware within each field controller cabinet. Contractor shall perform this work during a non-peak period such that traffic control is not needed. Contractor shall coordinate this work with the City.

5.4.3. Contractor shall document all steps and results of installing devices.

5.4.4. Deliverables:

5.4.4.1. Record Drawings

5.4.4.2. 1C Module with D4 firmware installation

5.4.4.3. Documentation of device installation
Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 18 of 53 Rev. 07-01-18

5.5. Task 5 – ATMS/ATCS Integration and Verification

5.5.1. Contractor shall integrate KITS and Kadence for communication to traffic signals running the D4 firmware in accordance with the per signal or sitewide license agreement. Contractor shall provide an acceptance test plan that will identify the steps to validate that the ATMS and ATCS, and will include tests to verify setup of ATMS servers, ATMS database connectivity, verification of server to field communications, and KITS application security parameters.

Contractor shall provide ports and port ranges for system for communications with client applications, servers and field devices. City IT and traffic engineering staff will configure and troubleshoot City network for successful communication and resolve issues identified by the Contractor.

5.5.2. At a minimum, Contractor must provide the following services:

5.5.2.1. Create a plan to integrate the ATMS and ATCS.

5.5.2.2. Create an acceptance test plan to verify functionality of all devices using the ATMS and ATCS.

5.5.2.3. Coordinate with the construction contractor to integrate all new devices required for ATMS and ATCS functionality as identified in Task 3 in accordance with the plans.

5.5.2.4. Document all steps and results of the integration and verification plan.

5.5.3. Task 5 Deliverables:

5.5.3.1. ATMS and ATCS Integration Plan and Checklists

5.5.3.2. ATMS and ATCS Verification Plan and Checklists

5.5.3.3. Report of new devices installed and integration/verification results

5.6. Task 6 – ATCS Signal Parameter Calculations

5.6.1. Contractor shall perform field visits to signals to observe traffic conditions on ATCS corridors. In addition, Contractor shall collect traffic counts, if necessary, to validate the current performance of the existing signal timing plans in signal plan design programs such as Synchro.

5.6.2. Contractor shall configure and adjust the following Kadence tuning parameters based on operational experience and discussions with City traffic engineering staff:

5.6.2.1. Frequency of timing plan updates (cycles), per location and per TOD period

5.6.2.2. Allowable cycle time minimum/maximum and cycle time step sizes Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 19 of 53 Rev. 07-01-18

5.6.2.3. Allowable split min/max and split maximum change sizes

5.6.2.4. Allowable offset min/max and offset step sizes

5.6.2.5. Minimum projected improvement thresholds

5.6.2.6. Critical phase designations for cycle tuning

5.6.2.7. Cycle tuning AND/OR logic

5.6.2.8. Decision support system trigger logic (grouping/ungrouping, incident response, queue clearance, etc.)

5.6.2.9. Preemption reaction logic

5.6.2.10. Communications failure logic

5.6.2.11. Allowable and non-allowed sequences

5.6.2.12. Left-turn re-service allow/disallow

5.6.2.13. Allow or disallow tuning splits below the pedestrian clearance time (per phase)

5.6.3. At a minimum, Contractor shall provide the following services:

5.6.3.1. Collect and analyze traffic count data for the locations specified in Task 3.

5.6.3.2. Calculate adaptive signal timing parameters.

5.6.3.3. Create a plan to test all new devices to meet the ATCS operational requirements.

5.6.3.4. Provide any software required to complete the testing plan.

5.6.3.5. Program and configure databases with adaptive signal timing parameters.

5.6.3.6. Program and configure ATCS as needed.

5.6.3.7. Test adaptive signal control in accordance with the testing plan.

5.6.3.8. Document all steps and results of the signal timing calculation and testing plan.

5.6.3.9. Fine tune calibration of the ATCS a minimum of 30 days after implementation on a specific corridor.

Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 20 of 53 Rev. 07-01-18

5.6.4. Task 6 Deliverables:

5.6.4.1. Memo summarizing signal timing adjustments and ATCS Settings

5.6.4.2. ATCS Adaptive Signal Control Testing Plan

5.6.4.3. Report of signal timing calculation/test results

5.6.4.4. Configuration and Tuning of ATCS

5.7. Task 7 – ATMS/ATCS Validation and Acceptance

5.7.1. Contractor shall provide a validation plan to ensure that each report and display in KITS and Kadence are working as expected.

5.7.2. Contractor shall resolve any errors or issues during the execution of the validation plan

5.7.3. Contractor shall resolve issues identified later as part of the support and maintenance agreement with the City.

5.7.4. At a minimum, Contractor must provide the following services:

5.7.4.1. Create a plan to validate and accept all new devices, adaptive signal control, the ATMS, and the ATCS.

5.7.4.2. Validate and accept all responses to requirements within this Attachment.

5.7.4.3. Validate and accept all requirements within Attachment A.

5.7.5. Task 7 Deliverables:

5.7.5.1. ATMS and ATCS Validation Plan

5.7.5.2. Report of validation/acceptance results

5.8. Task 8 – Training, Documentation, Warranty, and Maintenance

5.8.1. Contractor shall provide system documentation as follows:

5.8.1.1. Electronic operational manuals for KITS and Kadence.

5.8.1.2. Quick Start Guides for KITS and Kadence

5.8.1.3. Configuration technical memorandums for both KITS and Kadence which shall document but not be limited to KITS and Kadence operational parameters, network diagrams, server configuration details, controller model, controller software version, detection setups and mapping for Kadence signals, group definitions, and arterial definitions.

Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 21 of 53 Rev. 07-01-18

5.8.1.4. D4 programming manual and D4 tech notes.

5.8.2. Contractor shall provide up to five (5) sessions of remote/onsite training for twenty (20) City staff. City staff will consist of operations and engineering, field maintenance, and IT system management and support staff. The training shall provide the necessary knowledge and practical skills for City staff to effectively operate, manage, and maintain KITS, Kadence, and D4 firmware.

5.8.3. Contractor shall work with City to customize the content of the training to ensure topics are applicable. Content may include operational scenarios like the best procedures and user interfaces to use to respond to citizen complaints. Training shall at a minimum cover system capabilities and limitations, field system configuration, system optimization, operational and troubleshooting procedures. Training shall incorporate screen captures and live demonstrations.

5.8.4. Training materials such as a syllabus and training handouts including presentation slides, sample databases, and figures will be provided to the City for review prior to the training.

5.8.5. Deliverable:

5.8.5.1. System documentation/manuals in PDF format

5.8.5.2. Training plan and manuals

5.8.5.3. Training classes (minimum of 5 sessions)

6. TASK 9 – ATMS/CAD CENTRAL TSP INTEGRATION AND VERIFICATION

6.1. Contractor shall supply and configure the sitewide license of the on-premise Traction Priority module of the KITS ATMS. The module will include a center-to-center Application Programming Interface (API) to receive TSP on and off requests from a Computer Aided Dispatch (CAD) provider.

6.2. Contractor shall supply the CAD provider and the City with the API documentation to support the integration. Contractor shall attend up to six (6) coordination and integration meetings to support the integration effort of the City IT and CAD provider.

6.3. Contractor shall integrate and verify up to forty (40) traffic signal locations in the Traction Priority module. The City is responsible for configuration of the traffic signal controller firmware with TSP early green and/or green extension parameters to support the commands from the Traction Priority module.

6.4. Following successful integration of the CAD provider with the API, Contractor shall provide a weekly update to the City and CAD provider including a log of signals receiving commands for up to two (2) months. The CAD provider and City may utilize this data to confirm the CAD provider is sending the correct commands.

Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 22 of 53 Rev. 07-01-18

6.5. The City IT are responsible for providing communication to support the API integration with the CAD solution.

6.6. Deliverable

6.6.1. Integration and Verification of up to forty (40) traffic signals

7. TASK 10 – ATMS/CAD CENTRAL TSP VALIDATION AND ACCEPTANCE

7.1. Contractor shall create an acceptance test memorandum to include:

7.1.1. An overview of the validation and acceptance process, API, and integration with the CAD provider, and

7.1.2. A validation table including a list of the signals where TSP has been configured including the method of validation that the signal is being provided TSP by the Traction Priority module.

7.2. Deliverables

7.2.1. Acceptance test memorandum

8. TASK 11 – ATMS/CAD CENTRAL EVP INTEGRATION AND VERIFICATION (OPTIONAL)

8.1. Contractor shall supply and configure the sitewide license of the on-premise Traction Priority module of the KITS ATMS. The module will include a center-to-center Application Programming Interface (API) to receive EVP on and off requests from a CAD provider.

8.2. Contractor shall supply the CAD provider and the City with the API documentation to support the integration. Contractor shall attend up to six (6) coordination and integration meetings to support the integration effort of the City IT and CAD provider.

8.3. Contractor shall integrate and verify up to forty (40) traffic signal locations in the Traction Priority module. City is responsible for configuration of the traffic signal controller firmware with EVP parameters to support the commands from the Traction Priority module.

8.4. Following successful integration of the CAD provider with the API, Contractor shall provide a weekly update to the City and CAD provider including a log of signals receiving commands for up to two (2) months. The CAD provider and City may utilize this data to confirm the CAD provider are sending the correct commands.

8.5. The City IT is responsible for providing communication to support the API integration with the CAD solution.

8.6. Deliverable

8.6.1. Integration and Verification of up to 40 traffic signals Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 23 of 53 Rev. 07-01-18

9. TASK 12 – ATMS/CAD CENTRAL EVP VALIDATION AND ACCEPTANCE (OPTIONAL)

9.1. Contractor shall create an acceptance test memorandum to include:

9.1.1. An overview of the validation and acceptance process, API, and integration with the CAD provider.

9.1.2. A validation table including a list of the signals where EVP has been configured including the method of validation that the signal is being provided EVP by the Traction Priority module.

9.2. Deliverables

9.2.1. Acceptance test memorandum

10. FINAL SYSTEM ACCEPTANCE

10.1. Contractor shall prepare and submit a project close out memorandum to the City that includes documentation for completion of tasks identified in this scope of services.

Reference will be made to the acceptance documentation created for the individual tasks.

10.2. Upon the City’s verification of the completion of tasks identified in this scope of services including any outstanding items, City and Contractor will memorialize the event by promptly executing the Final System Acceptance Certificate (Appendix A4)

10.3. Deliverables

10.3.1. Project close out memorandum including Final System Acceptance Certificate

10.3.2. Executed Final System Acceptance Certificate

11. WARRANTY, MAINTENANCE AND SUPPORT

11.1. Contractor shall warranty all parts, materials, and labor following receipt of acknowledgement of formal system acceptance by the City, for a period of twelve (12) consecutive months (hereinafter “warranty period”). All-inclusive costs (parts, labor, maintenance, warranty repairs, travel time, expenses, etc.) incurred during the warranty period shall be provided without additional cost to the City.

11.2. Contractor shall provide ongoing support and maintenance in subsequent years by phone, e-mail, and/or on-site support as needed during regular business hours. The support to be provided by Contractor shall include at a minimum:

11.2.1. Software patches/updates

11.2.2. Quarterly check-ups and tune-ups to validate system performance

11.2.3. 24/7 Telephone support
Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 24 of 53 Rev. 07-01-18

11.3. Contractor shall fix any defects/errors in the system within ten (10) working days from the time the issue is reported or discovered.

11.4. Contractor shall coordinate with City at least two (2) weeks in advance of planned software maintenance or updates.

Agreement with Kimley-Horn/Appendix A1-Project Schedule Page 25 of 53 Rev. 07-01-18
APPENDIX A1

PRELIMINARY PROJECT IMPLEMENTATION SCHEDULE
Implementation of this project will proceed in accordance with this Preliminary Project Implementation Schedule set forth below, except as may be modified into a Final Project Implementation Schedule that is approved by the City. The Final Project Implementation Schedule will become the governing project schedule incorporated into the Agreement.

The Project Implementation Schedule is based upon work being accomplished Monday through Friday during normal business hours (defined as 8:00 AM to 5:00 PM), with the exception of City holidays. However, the Contractor may work on extended hours and weekends with prior authorization from the City at no additional cost to the City.

See next page.

Agreement with Kimley-Horn/Appendix A1-Project Schedule Page 26 of 53 Rev. 07-01-18
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Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 27 of 53 Rev. 07-01-18
APPENDIX A2

LICENSED SOFTWARE
Contractor shall provide the following licenses including ongoing maintenance and support:

Software Description Type License
KITS ATMS Advanced Traffic
Management System
On premise Site License
Kadence ATCS Adaptive Signal Control
Technology
On premise Site License
Traction Priority On premise Center-2-Center
solution or cloud-based GPS
solution for EVP and TSP
activations.

On premise Site License
Traction Metrics On premise browser solution
for Automated Traffic Signal
Performance Measures.

On premise Site License
Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 28 of 53 Rev. 07-01-18
APPENDIX A3

ATCS LOCATIONS
ID North/South Street East/West
Street
Existing Detection Anticipated Modifications
7 Saratoga Ave Keystone Ave Loops. Full as-built not
provided so the status of
detection unknown.

Confirm existing
detection. Separate loops
for lane-by- lane detection
or install video(as
necessary)
8 Cypress Ave Pruneridge Ave Appears to be loops
(per field). As-built not
provided so lane-bylanedetection
unknown.

Separate loops if not laneby-lane or install video
9 Saratoga Ave Pruneridge Ave Loops. Advanced and
stopbar appear lane-bylane.

Existing detection may
be sufficient. Confirm
configuration/operation in
field.
114 Stern Ave Stevens Creek
Blvd
Loops. All detection
appearslane-by-lane.

Existing detection most
likely sufficient. Confirm
configuration/operation in
field.
143 Calvert Dr Calvert Ct Loops. Advanced and
stopbar appear lane-bylane.

Existing detection may
be sufficient. Confirm
configuration/operation in
field.
1 Calvert Dr/I-280 Stevens Creek
Blvd
Loops. All detection
appearslane-by-lane.

Existing detection most
likely sufficient. Confirm
configuration/operation in
field.
2 Agilent Tech Stevens Creek
Blvd
Loops. No mainline stop
bar detection and
mainline advanced not
lane-by-lane.Side street
stop bar lane- by-lane.

Install video detection to
provide mainline detection.
3 Lawrence Expy Stevens Creek
Blvd
Appears to be video(per
field).

Confirm and adjust zone
layout(if needed) to lane-bylane detection
4 Cabot Ave/ Loma
Linda Dr
Stevens Creek
Blvd
Appears to be loops
(per field). As-built not
provided so lane-by-lane
detection unknown.

Separate loops if not laneby-lane or install video
6 Woodhams Rd Stevens Creek
Blvd
Loops. Stop bar appear
lane-by-lane. No
advanceddetection
shown on signal as-built.

Existing detection
may be sufficient.

Confirm
configuration/operatio
n in
field. As a minor
intersection, offset tuning
could be turned off at this
location if advanced
detection not available.

Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 29 of 53 Rev. 07-01-18
ID North/South Street East/West
Street
Existing Detection Anticipated Modifications
5 Cronin Dr Stevens Creek
Blvd
Loops. Stop bar
detection appears laneby-lane. No advanced
detection shownon asbuilts.

Existing detection
may be sufficient.

Confirm
configuration/operatio
n in
field. As a minor
intersection, offset
tuning could be turned
off at this location if
advanceddetection
not available.
10 Kiely Blvd Pruneridge Ave Loops. Mainline & side
advanced combined.

Stop bar detection
appears lane-by-lane.

Separate loops if not
lane-by-lane or install
video
13 Kiely Blvd Forbes Ave Loops. Mainline
advancedand stop bar
appear lane-by-lane.

Existing detection may
be sufficient. Confirm
configuration/operatio
n in field.
19 Kiely Blvd Homestead Rd Appears to be video (per
field). No as-built
provided.

Confirm and adjust zone
layoutto lane-by-lane
detection and preferred
configuration
31 Kiely Blvd Kaiser Dr Loops. Advanced and
stopbar appear lane-bylane.

Existing detection may
be sufficient. Confirm
configuration/operation in
field.
33 Kiely Blvd Benton St Loops. Advanced and
stopbar appear lane-bylane.

Existing detection may
be sufficient. Confirm
configuration/operation in
field.
54 Bowers Ave Warburton Ave Loops. Full as-built not
provided so status of
detection unknown. Bike
stenciling suggests laneby-lane detection at stop
bar.

Confirm existing detection.

Separate loops for lane-bylane detection or install
video(as necessary)
57 Bowers Ave Barkley Ave Loops. Full as-built not
provided so status of
detection unknown. Bike
stenciling suggests laneby-lane detection at stop
bar.

Confirm existing detection.

Separate loops for lane-bylane detection or install
video(as necessary)
58 Bowers Ave Cabrillo Ave Loops. Lane-by-lane
unknown. Separate loops if not laneby-lane or install video Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 30 of 53 Rev. 07-01-18
ID North/South Street East/West
Street
Existing Detection Anticipated Modifications
62 Bowers Ave Monroe St Loops. All detection
appearslane-by-lane.

Existing detection most
likely sufficient. Confirm
configuration/operation in
field.
65 Bowers Ave Chromite Dr Loops. Mainline advanced
appear lane-by-lane.

Mainline stop bar
appearscombined.

Separate loops that are not
lane-by-lane
72 Bowers Ave Mead Ave Loops. Advanced and
stopbar appear lane-bylane.

Existing detection may
be sufficient. Confirm
configuration/operation in
field.

Agreement with Kimley-Horn/Exhibit A-Scope of Services Page 31 of 53 Rev. 07-01-18
APPENDIX A4

FINAL SYSTEM ACCEPTANCE CERTIFICATE
After the City is satisfied with all test results and resolutions, as specified herein, the City will initiate execution of the Final System Acceptance Certificate.

Customer Name: City of Santa Clara (“City”)
Project Name: Advanced Traffic Management System (ATMS) with Adaptive Traffic Control System (ATCS)
This Final System Acceptance Certificate memorializes the occurrence of System Acceptance.

Contractor and the City acknowledge that:

1. Contractor has completed all Deliverables promised under this Agreement.

2. The System is accepted, and all punch list items generated during testing have been completed.

3. By acknowledging the Final Acceptance of the System, the City agrees to pay any remaining and approved outstanding invoices to Contractor, including previously withheld retainage.

City of Santa Clara Kimley-Horn and Associates, Inc.
(“City”) (“Contractor”)
By: __________________________________ By: __________________________________ Name: _______________________________ Name: ______________________________ Title: _________________________________ Title: _________________________________ Date: _________________________________ Date: _________________________________ Agreement with Kimley-Horn/Exhibit B-Schedule of Fees Page 32 of 53 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all products and services provided under this Agreement shall not exceed Two Million One Hundred Ninety-Four Thousand Two Hundred Fifty-Eight Dollars ($2,194,258) during the term of this Agreement, subject to annual appropriation of funds. See Table B1 for the summary.

Table B1: Maximum Compensation
Cost Element Total
System Implementation (Years 1 – 2) $1,651,770
Ongoing Software Support and Maintenance (Years 3-10) $352,900 Contingency $166,000
Estimated Sales Tax $23,588
Maximum Compensation $2,194,258

1.2. Any additional services or products requested by the City that would exceed the preceding maximum amount will be addressed in accordance with the Change Order Procedures.

2. SYSTEM IMPLEMENTATION

2.1. Contractor shall provide all labor, software, and hardware as specified in Exhibit A on a firm fixed fee as set forth in Table B2 below.

Table B2: System Implementation Fee Schedule
Del# Task # Deliverable
Estimated
Completion
(Months
After NTP) Total
A. PROFESSIONAL SERVICES
1 Task 1 Project Management 24 $68,760
2 Task 2 Technical Memorandum for Recommended
Detection Upgrades at All ATCS Locations 1 $20,280
3 Task 2 65% Engineering Design Plans, Specifications
and Estimates (PS&E) 2 $68,320
4 Task 2 95% Engineering Design PS&E 3 $26,600
5 Task 2 100% Engineering Design PS&E 4 $11,640
6 Task 2 Draft Before-and-After Study Report 12 $15,000 7 Task 2 Final Before-and-After Study Report 15 $2,200
8 Task 3 ATMS and ATCS Device Testing Plan and
Checklists 4 $10,000
9 Task 3 ATMS and ATCS Configuration Memo 4 $86,920
10 Task 3 Bench and integration testing results 5 $68,090 Agreement with Kimley-Horn/Exhibit B-Schedule of Fees Page 33 of 53 Rev. 07-01-18
Del# Task # Deliverable
Estimated
Completion
(Months
After NTP) Total
11 Task 4 Record Drawings 12 $17,320
12 Task 4 1C Module with D4 firmware installation 6 $41,560 13 Task 4 Documentation of device installation 7 $5,000 14 Task 5 ATMS and ATCS Integration Plan and
Checklists 2 $15,000
15 Task 5 ATMS and ATCS Verification Plan and
Checklists 7 $15,000
16 Task 5 Report of New Devices Installed and
Integration/Verification Results 7 $15,160
17 Task 6 Memo Summarizing Signal Timing
Adjustments and ATCS Settings 6 $10,560
18 Task 6 ATCS Adaptive Signal Control Testing Plan 7 $4,000 19 Task 6 Report of signal timing calculation/test results 13 $2,000 20 Task 6 Configuration and Tuning of ATCS 14 $21,260
21 Task 7 ATMS and ATCS Validation Plan 15 $20,000
22 Task 7 Report of validation/acceptance results 16 $15,930 23 Task 8 System documentation/manuals 18 $10,000
24 Task 8 Training plan and manuals 18 $13,500
25 Task 8 Training classes (minimum of five sessions) 18 $23,500 26 Task 9 TSP Integration and Verification of up to 40
Traffic Signal 18 $56,260
27 Task 10 TSP Acceptance Test Memorandum 18 $34,610
28 Task 11 EVP Integration and Verification of up to 40 Traffic Signal 18 $56,610
29 Task 12 EVP Acceptance Test Memorandum 18 $34,610
Subtotal (Tasks 1-12) $789,690
B. SOFTWARE LICENSES
30 N/A KITS ATMS (site license) 1 $125,000
31 N/A Traction Priority (site license) 1 $234,000
32 N/A Kadence ATCS (site license) 12 $216,000
33 N/A Traction Metrics (site license) 12 $25,000
Subtotal (Software Licenses) $600,000
C. HARDWARE
34 N/A 1C Cards with D4 Firmware ($1680 each x
156) 1 $262,080
Total (System Implementation) $1,651,770
Agreement with Kimley-Horn/Exhibit B-Schedule of Fees Page 34 of 53 Rev. 07-01-18

2.2. Payment Schedule

2.2.1. Professional Services. Contractor will invoice the City following the City’s acceptance of designated deliverables for each task as set forth in Table B2, except that Project Management (Task 1) will be billed at a rate of $2,865 per month over 24 months.

2.2.2. Software Licenses. Contractor will invoice the City for software license fees upon deployment on City servers.

2.2.3. Hardware. Contractor will invoice the City upon proof of purchase and receipt of the 1C Cards. The 1C Cards shall be entirely at Contractor’s risk from the time they are placed in the possession of the carrier for shipment until the City provides Final System Acceptance.

2.2.4. Retainage. City shall have no obligation to pay unless Contractor has successfully completed, and City has approved the deliverable for which payment is due. The City will withhold from each payment, as retainage, an amount equal to 10% of the invoice. Upon execution of the Final System Acceptance Certificate (Appendix A3), the City will release payment of any retainage.

2.3. Payment for any part or parts of the System provided hereunder, or inspection or testing thereof by City, shall not constitute acceptance or relieve Contractor of its obligations under this Agreement. City may inspect the components of the System when delivered and reject upon notification to Contractor any and all the System, which does not conform to the specifications or other requirements of this Agreement.

Components of the System which are rejected shall be promptly corrected or repaired by Contractor. If City receives components of the System with defects or nonconformities not reasonably apparent on inspection, then City reserves the right to require prompt correction or repair by Contractor in accordance with Contractor’s warranty obligations.

2.4. Hardware cost assumes City will provide three (3) physical or virtual server computers.

3. ONGOING SOFTWARE SUPPORT & MAINTENANCE SERVICES
After Final System Acceptance, Contractor shall invoice the City annually for all applicable support and maintenance costs as shown in Table B3. City shall prepay a year in advance for the services. In the event of early termination of the Agreement, Contractor shall refund the City on a pro-rated basis any fees paid in advance that have not been expended as of the date of termination.

Table B3: Ongoing Software Support & Maintenance Services Fee Schedule Software Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 A. KITS ATMS $17,500 $18,000 $18,500 $19,000 $19,500 $20,000 $20,500 $21,000 B. Kadence $5,000 $5,150 $5,300 $5,450 $5,600 $5,750 $5,900 $6,050 C. Traction
Metrics
$5,000 $5,150 $5,300 $5,450 $5,600 $5,750 $5,900 $6,050 Agreement with Kimley-Horn/Exhibit B-Schedule of Fees Page 35 of 53 Rev. 07-01-18
Software Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 D. Traction
Priority
$12,500 $12,875 $13,250 $13,625 $14,000 $14,375 $14,750 $15,125 Total $40,000 $41,175 $42,350 $43,525 $44,700 $45,875 $47,050 $48,225

4. ADDITIONAL PRODUCTS AND SERVICES

4.1. Additional professional services shall be in accordance with the labor rate schedule shown in Table B4. All hourly rates for services are fixed through 06/30/2024 and are subject to an annual cost-of-living increase not to exceed 3% beginning 07/01/2024.

Table B4: Hourly Rates
Labor Category Hourly Rate
Support Staff 1 $100
Support Staff 2 $110
Sr. Support Staff 1 $120
Sr. Support Staff 2 $140
Analyst 1 $150
Analyst 2 $170
Analyst 3 $190
Professional 1 $210
Professional 2 $240
Sr. Professional 1 $260
Sr. Professional 2 $295
Sr. Professional 3 $330
Sr. Professional 4/Principal $360

4.2. During the term of this Agreement, the City may from time to time request that Contractor provide additional software products. The prices listed below are valid up to the completion of System Acceptance. Contactor reserves the right to adjust pricing after that date.

Table B5: Additional Products
Description Cost
Traction Travel (Cloud) $12,000 per year
Traction Workflow (Cloud) $15,000 per year
Traction Connect (Cloud) $25,000 per year
KITS CCTV $15,000 one-time license fee
KITS DMS $15,000 one-time license fee

4.3. Contractor shall not provide any additional products or services until receipt of City’s written approval.

5. INVOICING
City will make payments to Contractor within thirty (30) days after the date of approval of each invoice.

I I I I I I I I I
Agreement with Kimley-Horn/Exhibit C-Insurance Requirements Page 36 of 53 Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office Agreement with Kimley-Horn/Exhibit C-Insurance Requirements Page 37 of 53 Rev. 07-01-18
endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

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

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

2. Primary and non-contributing. Each insurance policy provided by Contractor, except professional liability and worker’s compensation, shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

Agreement with Kimley-Horn/Exhibit C-Insurance Requirements Page 38 of 53 Rev. 07-01-18

3. General Aggregate. The general aggregate limits shall apply separately to Contractor’s work under this Agreement providing coverage at least as broad as Insurance Services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer’s equivalent (CGL);

4. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of nonrenewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of nonrenewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to require that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees that it will not issue any contract used by any party involved in any way with the project that reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements.

There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

Agreement with Kimley-Horn/Exhibit C-Insurance Requirements Page 39 of 53 Rev. 07-01-18
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.

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

Or by mail to:

EBIX Inc.

City of Santa Clara – Public Works Department
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 40 of 53 Rev. 07-01-18

EXHIBIT D

SOFTWARE LICENSE AGREEMENT
This Software License Agreement (this “Software License Agreement”) governs Licensee’s access to and use of Kimley-Horn Technology Solutions, Inc. (“KHTS”) software, which is provided or otherwise made available by KHTS or by an authorized KHTS reseller (“Reseller”).

This Software License Agreement is an Exhibit to the Agreement for Services Between the City of Santa Clara and Kimley-Horn and Associates, Inc. (“Agreement”) and is incorporated into the Agreement by this reference.

1. Definitions
The following defined terms have the meanings indicated below. Other capitalized terms have the meaning assigned to them elsewhere in this Software License Agreement. (a) “Authorized User” means any current Licensee employee or contractor who is provided access to the Software in accordance with this Agreement and the Documentation.
(b) “Documentation” means the user manuals, operating manuals, and/or other documentation delivered or otherwise made available by KHTS for use with the Software and the Services.
(c) “Hosted Services” means delivery of the Software to Licensee on a hosted, software-as-a-service basis.
(d) “KHTS Content” means content and data owned by KHTS, a KHTS affiliate, or their suppliers, and that is provided to Licensee through the use of the Software. (e) “Licensee Data” means all data uploaded or otherwise provided to KHTS by Licensee and its Authorized Users by or through use of the Software. (f) “Licensee-Supplied Components” mean the data sources, third-party software, hardware, connectivity, minimum internet speeds, and other items that Licensee provides or is required to provide for use of the Software. The Licensee-Supplied Components are specified in the Documentation, and/or the Agreement.
(g) “License Term” means the term for the license as specified in the Agreement. (h) “On-Premise License” means a license for Licensee to use the Software on Licensee premises or in a secure cloud infrastructure controlled by Licensee, or at a location(s) mutually agreed by the parties in the Agreement. (i) “Technical Services” mean the setup, training, implementation, custom integration, custom report building, and other technical services provided by KHTS or Reseller, as agreed by the parties in the Agreement.
(j) “Services” mean, collectively and as applicable, the Hosted Service, the Technical Services, and the Support and Maintenance Services. (k) “Software” means the proprietary KHTS software products that are agreed in the Agreement to be licensed under this Software License Agreement, as well as all new releases, enhancements, updates and error corrections thereto, and all Custom Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 41 of 53 Rev. 07-01-18
Developments, provided to Licensee under this Software License Agreement and including all associated KHTS Content and Documentation. For clarity, Licensee will have no rights to any new Software modules or enhancements that are separately priced by KHTS or its Reseller unless Licensee has paid for and acquired for licenses to such new Software modules/enhancements.
(l) “Statistical Data” means statistical, meta, usage and other operational data and information related to Licensee’s use of the Software and Services, including statistical and performance information related to the provision, operation or improvement of the Software and Services. Statistical Data will not include any personally identifiable information.
(m)“Support and Maintenance Services” mean the support and maintenance services provided under the Exhibit A, Scope of Services.

2. License and Related Terms
(a) License. Subject to the terms of this Software License Agreement including the payment of all applicable fees, KHTS hereby grants Licensee the non-exclusive, nontransferable, and non-sublicensable right and license to use and access the Software (in executable code form only) and the Services during the License Term solely for the internal purposes of Licensee. The Agreement may contain limitations on the number of Authorized Users, locations of the Software, number of licensed instances of the Software, the projects with which the Software may be used, and/or other limitations on Licensee’s use of the Software. Licensee agrees to use the Software and Services in compliance with all applicable laws, the Documentation, the Agreement, and this Software License Agreement. Licensee has no right to use test or “sandbox” instances of the Software unless expressly specified in the Agreement. Licensee may use and access Hosted Services solely through the website(s) specified by KHTS. (b) Authorized Users and Access Controls. Licensee may authorize its employees and contractors to be Authorized Users, per the procedures in this Software License Agreement and the Documentation. Licensee shall use commercially reasonable efforts to prevent unauthorized access to the Software, and is responsible for identifying and authenticating all Authorized Users, for approving access by Authorized Users to the Software, for controlling against unauthorized access by Authorized Users, and for maintaining the confidentiality of usernames, passwords and account information for Authorized Users. Licensee shall be fully responsible for use of the Software by Authorized Users and their compliance with all applicable laws, the Documentation, and the terms of this Software License Agreement. Licensee is responsible for authorizing Authorized Users and for revoking authorization if Authorized Users no longer work for Licensee.
(c) Restrictions. The Software and Services may be used solely by Authorized Users for lawful purposes. Licensee shall not (and will not permit any Authorized User or third party to): (a) use the Software or Services to store or transmit infringing, libelous, malicious, or unlawful materials, including any malicious code, viruses, worms, trojan horses, attacker tools or programs that are intended to compromise the confidentiality, Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 42 of 53 Rev. 07-01-18
integrity, or availability of the data, applications, or operating system of any computer system; (b) use the Software or Services for any unlawful purpose; (c) interfere with or disrupt the integrity or performance of the Software or Services or related data; (d) attempt to gain unauthorized access to the Software or Services or related data, systems or networks; (e) modify, adapt, reverse engineer, decompile, translate or disassemble the Software or Services in whole or in part; (f) create or develop any products or services that compete with the Software or Services; (g) use the Software or Services or any output thereof for the benefit of or for performing work for any third party; or (h) access, use, copy, modify or distribute any KHTS Content other than through the interfaces supplied by the Software. For On-Premise Licenses only, Licensee may make a reasonable number of backup copies of the Software, but otherwise Licensee may not make any copies of the Software.
(d) Updates. Licensee acknowledges and agrees that KHTS may, from time to time, modify and update the Software and Services. No update to the Software or Services will materially reduce the functionality in the Software or Services as of the Effective Date. In some cases, Technical Services and associated fees will be required in order to deploy updates for On-Premise Licenses. For Hosted Services, KHTS will perform updates outside of normal business hours (9:00 am – 5:00 pm on non-holiday weekdays, pacific time). Licensee agrees to install updates for On-Premise Licenses within a reasonable time after receipt of the updates (not to exceed 60 days). (e) Licensee Obligations. Licensee shall: (i) be responsible for the Licensee-Supplied Components, whether operated directly by Licensee or through third-party service providers, including all systems and databases that connect with or interface to the Software or Services; (ii) be responsible for the accuracy and completeness of all Licensee Data; (iii) employ physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to prevent unauthorized access to or use of the Software or Services; (iv) notify KHTS immediately of any unauthorized access to or use of the Software or Services, or any other known or suspected breach of security, and (v) use reasonable efforts to immediately stop unauthorized access to the Software or Services that is known or suspected by Licensee. (f) Feedback. Licensee grants to KHTS the irrevocable, perpetual, royalty-free, transferable, and sublicensable right to use feedback regarding any suggested improvements to the Services and/or Software provided by Licensee for any purpose, including without limitation to modify, supplement, or improve the Services and/or Software, without payment or compensation to Licensee.
(g) Access. As reasonably necessary for KHTS to provide Services and/or to confirm Licensee’s compliance with the terms of this Agreement, Licensee will provide KHTS with access to Software deployed per an On-Premise License, using a VPN (virtual private network) or other agreed means of access.
(h) Third-Party Software and Data Sources. The Documentation contains information on certain open source and other third-party software that is included with or incorporated Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 43 of 53 Rev. 07-01-18
into the Software (“Third-Party Software”). For On-Premise Licenses, certain open source Third-Party Software is licensed directly by Licensee pursuant to the public licenses associated with such software. KHTS PROVIDES THIRD-PARTY SOFTWARE TO LICENSEE “AS IS.” The Software may also interface with or receive data from thirdparty software and services (the “Data Sources”). Notwithstanding anything to the contrary herein, KHTS makes no warranties or commitments regarding the operation of any Data Source or the availability, reliability or accuracy of any data supplied by Data Sources.
(i) Software Communications and License Keys. The Software for On-Premise Licenses may include product activation and other technology designed to prevent unauthorized use and copying. This technology may cause the Software and associated hardware to automatically connect to an KHTS-hosted license server on a continual basis, may rely on license keys, and may prevent uses of the Software that are not permitted.

Licensee consents to the transmission of Software usage information to KHTS and to KHTS’ use of license keys and other technology designed to prevent unauthorized use and copying, and Licensee agrees not to circumvent or attempt to circumvent any such anti-copying mechanisms.
(j) Evaluation and Trial Licenses. If Licensee validly obtained a limited evaluation or trial or other no-fee license for the Software ("Evaluation Software") in the Order, KHTS grants Licensee a personal, non-exclusive and non-transferable license to use, for the term of the evaluation/trial license and up to the quantity of licenses specified in the Order for the evaluation/trial, the executable code of the Evaluation Software solely for internal testing and evaluation and/or trial use. Section 9(b) below does not apply to Evaluation Software. Evaluation Software is provided “AS-IS”, without warranty of any kind.

3. Services
(a) Services Provider. The provider of Services may be either KHTS or Reseller, as specified in the Order. The term “KHTS” in this Section 3 shall mean either KHTS or Reseller, as applicable.
(b) Technical Services. As set forth in an agreed Order, KHTS will provide Technical Services for Licensee. All Technical Services will be subject to the terms of this Software License Agreement. If Licensee requests additional Technical Services, and KHTS agrees to provide such Technical Services, then KHTS will provide such Technical Services at KHTS’ then-current rate, unless other fee arrangements have been agreed upon.
(c) Expenses. Licensee shall reimburse KHTS for all reasonable, pre-approved expenses incurred by KHTS in connection with this Agreement, including but not limited to mileage, airfare, lodging, and meals.
(d) Intentionally Omitted.

Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 44 of 53 Rev. 07-01-18
(e) Licensee Cooperation. Licensee shall reasonably cooperate with KHTS and its suppliers in the delivery of Services hereunder, including by providing KHTS and its suppliers with timely approvals and access to Licensee's technical personnel, information, systems, and other items as reasonably requested by KHTS in connection with the delivery of Services.
(e) Subcontractors. KHTS may use subcontractors to provide the Services. KHTS will be fully responsible for any breach of this Software License Agreement by any KHTS subcontractors.

4. Term and Termination
(a) License and Services Term. This Agreement and the Order will remain in effect until terminated as set forth herein. The Order shall specify the License Term and/or the term for any Services. A License Term may be either perpetual or for a limited period (e.g., three years). If a limited term is specified for the license or for Services, then such term shall automatically renew after the initial term for successive annual renewal terms, unless either party provides written notice of termination to the other party at least three (3) months prior to the end of the then-current term. License/Services fees and other costs may be increased, or renegotiated by the parties, for any renewal term. (b) Breach. Either party may terminate this Software License Agreement if the other party materially breaches this Software License Agreement and such breach is not cured after thirty (30) days written notice.
(c) Bankruptcy. Either party may terminate this Software License Agreement if: (i) the other party has a receiver or administrative receiver appointed over its assets; (ii) the other party’s governing body passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation, reconstruction, or merger), or a court of competent jurisdiction enters an order to that effect; (iii) the other party makes a general assignment for the benefit of creditors (iv) the other party ceases or threatens to cease to carry on business; (v) the other party is generally not paying its debts as they become due; or (vi) the other party is the subject of any petition under any bankruptcy or other law for the protection of debtors, except an involuntary petition that is dismissed within sixty (60) days after filing.
(d) Suspension. KHTS may suspend the Services, in whole or in part, or suspend Licensee’s access to the Software, without liability, if: (a) Licensee is interfering with or disrupting the integrity or performance of the Software or Services or related data or is otherwise in material breach of this Software License Agreement in a manner causing problems with the delivery of the Software or Services to Licensee or any other licensee; (b) KHTS reasonably believes Licensee’s use of the Software or Services violates applicable law or KHTS is otherwise required to suspend Licensee’s access to the Software or Services by a law enforcement agency or court order; (d) there is an attack or a security incident affecting the Software or Services or an event occurs that KHTS Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 45 of 53 Rev. 07-01-18
reasonably believes poses a threat to the integrity or security of the Services; (e) an Authorized User fails to comply with this Software License Agreement or attempts to use the Software or Services beyond the scope of the rights granted or for a purpose not authorized, including access that is reasonably suspected to be fraudulent, misleading or unlawful, or (f) KHTS or its Reseller does not receive fees relating to the delivery of the Software or Services not disputed in good faith when due and does not cure such failure within ten (10) business days after written notice thereof. During any suspension, the Services and/or Software may not be available in whole or in part and Licensee may not have access to Licensee Data. KHTS or its Reseller may include in any invoice Licensee’s or Reseller’s continuing fees during a suspension. KHTS will use commercially reasonable efforts to restore Licensee’s rights to use and access those portions of the Services or accounts that gave rise to the suspension promptly after City has resolved the problem giving rise to the suspension. KHTS shall have no liability for any damage or other consequences that may result from a suspension.
(e) Surviving Terms. Termination of this Agreement will not affect any accrued rights or liabilities of either party. The following sections of this Agreement shall survive termination or expiration of this Software License Agreement: 1 (Definitions); 5(e) (Surviving Terms), 5(f) (Return and Deletion of Licensee Data), 5(g) (Payment Obligations on Termination), 6 (Fees and Payment), 7 (Intellectual Property); 8 (Confidentiality); 10(c) (Warranty Disclaimer); 11 (Limitation of Liability); 12 (Assignment); 13 (Entire Agreement), and 16 (Additional Terms). Within five (5) business days after termination of this Agreement, Licensee shall return or erase all copies of all Software and Documentation provided by KHTS to Licensee hereunder that are in Licensee’s possession or control.
(f) Return and Deletion of Licensee Data. Upon Licensee’s request made within thirty (30) days after termination of this Software License Agreement, at no additional cost, KHTS will deliver to Licensee or its designees a copy of Licensee Data held by KHTS in a Hosted Service, in a mutually agreed format. Unless otherwise agreed in writing by the parties or required by applicable law, KHTS will delete and erase all Licensee Data in KHTS’ possession or control after thirty (30) days after termination of this Software License Agreement. Notwithstanding the foregoing, Licensee acknowledges that KHTS’ backup systems may automatically retain backup copies of Licensee Data. To the extent that KHTS’ backup systems create backup copies of Licensee Data, KHTS may retain such backup copies for the period that KHTS normally retains such backup copies. These backup copies are subject to the provisions of this Agreement until they are destroyed or erased.
(g) Payment Obligations on Termination. Upon termination, Licensee shall promptly pay all outstanding amounts due under this Software License Agreement up to the effective date of termination. In addition, if this Software License Agreement is terminated by KHTS per Section 4(b) or 4(c), or if Licensee terminates this Software License Agreement without cause, then all subscription and/or license fees due for the remainder of the License Term or Services term shall become immediately due and payable by Licensee as liquidated damages, without any further demand by KHTS or Reseller. The Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 46 of 53 Rev. 07-01-18
parties acknowledge that KHTS’ actual damages arising from such termination would be difficult to determine with accuracy and, accordingly, have agreed to the foregoing liquidated damages, which the parties acknowledge is a reasonable estimate of KHTS’ potential losses.

5. Fees and Payment.

Except to the extent otherwise set forth in the Agreement, the following fee and payment terms shall apply:
(a) Fees and Payment Terms. Licensee shall pay KHTS or Reseller the amounts set forth in the Exhibit B of the Agreement. All payments under this Software License Agreement shall be: (i) due within thirty (30) calendar days of receipt of invoice, (ii) made in United States dollars and (iii) non-refundable. If Licensee disputes any invoice amounts, it must do so in good faith, provide KHTS or Reseller with reasons for such dispute within thirty (30) calendar days of receipt of the invoice, pay any undisputed portion of such invoice, and negotiate with KHTS or Reseller in good faith a resolution of such dispute.
(b) Taxes. Licensee shall pay all federal, state, local and other taxes based on this Software License Agreement or the Services, excluding taxes based on KHTS’ and Reseller’s net income. If Licensee claims tax-exempt status for any purpose in connection with this Software License Agreement, Licensee represents and warrants that it is a taxexempt entity and will provide KHTS or Reseller upon request with a correct copy of Licensee’s tax-exempt certification.

6. Intellectual Property
(a) Ownership. Licensee agrees that KHTS and its third-party licensors and suppliers own all right, title and interest, including copyright, patent, trademark, trade secret, and all other intellectual property rights, in the Software, Services, and Statistical Data (including the look and feel, algorithms, database structures, methodologies, and knowhow associated with the Services and Software) and any and all copies. All Services and Software updates made available to Licensee under this Software License Agreement shall be deemed part of the Services and Software and shall be subject to the terms of this Agreement.
(b) Developments. If KHTS or its Reseller creates any modified or new Software, Documentation, or other software-related items, improvements or enhancements (“Developments”) for Licensee (“Custom Developments”), Licensee agrees that KHTS shall own and retain all right, title and interest in such Custom Developments. Custom Developments will be subject to the same license grant provided to Licensee in this Software License Agreement for use of the Software and same License Term. If Licensee creates any Developments that are based on or otherwise interface with the Software (“Licensee-Created Developments”), Licensee shall own and retain all right, title and Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 47 of 53 Rev. 07-01-18
interest in such Licensee-Created Developments, and Licensee grants KHTS a worldwide, nonexclusive, royalty-free right and license to use and copy the LicenseeCreated Developments as necessary to provide Services for Licensee. In addition, Licensee acknowledges and agrees that KHTS may create and make available to its other licensees Software updates and Developments that contain the same or similar functionality as Licensee-Created Developments, and Licensee agrees not to assert any rights against KHTS to prevent or restrict the foregoing. Licensee further acknowledges and agrees that Licensee-Created Developments may require an ongoing active license to KHTS Software in order to be functional.
(c) Licensee Data. Licensee shall own and retain all intellectual property rights in and to Licensee Data. Licensee hereby grants to KHTS and as applicable Reseller a nonexclusive, royalty-free license during the Term to use, process and transmit Licensee Data for the purpose of providing the Services to Licensee. Licensee represents and warrants that it has obtained all consents and licenses required for KHTS use, collect, store and transmit Licensee Data in connection with the Services. (d) Notices. Licensee agrees to reproduce all copyright and other notices in each copy of the Documentation and Software made by Licensee, and further agrees not to modify or delete any such notices in the Documentation and Software. (e) Certification and Inspection. Licensee agrees that within thirty (30) days of a written request from KHTS or KHTS’ authorized representative, Licensee will certify that Licensee’s use of the Software and Services conforms to this Software License Agreement and will provide supporting documentation.

7. Confidentiality
(a) Definition. “Confidential Information” means any information or data (including any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Software License Agreement. Confidential Information of KHTS includes, but is not limited to, the Software, as well as the structure, organization, design, algorithms, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Software; and KHTS’ non-public information or material. Confidential Information does not include information that: (i) is or becomes publicly known or available without breach of this Software License Agreement; (ii) is received by a receiving party from a third party without breach of any obligation of confidentiality; or (iii) was previously known by the receiving party as shown by its written records. The terms of this Software License Agreement (including information relating to the negotiation of this Software License Agreement) is the Confidential Information of KHTS. (b) Confidentiality Obligations. A receiving party agrees: (i) to hold the disclosing party’s Confidential Information in strict confidence; and (ii) except as expressly authorized by this Agreement, not to use, disclose, or copy the Confidential Information.

Without limiting the foregoing, Licensee shall disclose and allow access to the Software Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 48 of 53 Rev. 07-01-18
and Services only for the purpose of supporting Licensee’s license to use the Software and Services. Licensee acknowledges that KHTS may use Licensee’s Confidential Information for the proper management and administration of KHTS, including use for quality improvement, enhancement of products, support, and system maintenance purposes. A receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall inform the other party as soon as practicable, prior to any such required disclosure. Without limiting any of the foregoing, Licensee expressly acknowledges and agrees that it shall not permit any third party, nor any employee, representative or agent thereof, that develops, markets or licenses software or services with functionality similar to the functionality of the Services or Software to have access to the Services or Software or to any trade secrets and confidential information therein.
(c) Remedies. Each party acknowledges and agrees that any violation of this Section may cause such party irreparable injury for which such party would have no adequate remedy at law and that such party shall be entitled to preliminary and other injunctive relief against the other party for any such violation. Such injunctive relief shall be in addition to, and not in limitation of, all other remedies or rights that such party may have at law or in equity.
(d) Termination. Upon the termination or expiration of this Software License Agreement, the receiving party will either return to the disclosing party or destroy all the Confidential Information delivered or disclosed to the receiving party, together with all copies in existence thereof at any time made by the receiving party.

8. Warranty
(a) Authority. Each party warrants that it has full authority to enter into this Software License Agreement and is not bound by any contractual or legal restrictions from fulfilling its obligations hereunder.
(b) KHTS Warranties. KHTS warrants: (i) that the Software will substantially conform to the specifications contained in the applicable Documentation and the Agreement for a period of one year after Final System Acceptance, and (ii) that the Services will be provided in a professional and workmanlike manner. Any allegation of breach of a warranty in this Section 9(b) must be made within one year after Final System Acceptance and Licensee’s sole remedy shall be as applicable correction of the Software and/or reperformance of such Services. (c) Licensee Warranty. Licensee warrants that Licensee has all necessary rights to provide KHTS with access and use of the Licensee Data and the Licensee-Supplied Components, as necessary for KHTS to provide Services to Licensee. (d) Disclaimer. KHTS does not warrant that the Software or Services will operate uninterruptedly or error-free or will be completely secure. Licensee is solely responsible for the Licensee Data, including its accuracy and completeness. The KHTS Content may Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 49 of 53 Rev. 07-01-18
contain nonconformities, defects, errors, or omissions. The successful operation of the Software and Services is dependent on Licensee's delivery of the Licensee-Supplied Components and use of proper procedures and systems. KHTS is not responsible for errors or issues with any third-party software or systems not supplied by KHTS, including with respect to data communications issues with such software and systems. Licensee acknowledges that KHTS and its suppliers do not control the transfer of data over telecommunications facilities, including the Internet, and that Internet accessibility carries with it the risk that Licensee’s privacy, confidential information and property may be lost or compromised. The Software may consist of tools that assist with engineering tasks.

Licensee acknowledges and agrees that the Software does not substitute for any engineering analysis and design, and KHTS does not provide engineering services.

Licensee is solely responsible for verification of results obtained from the Software.

EXCEPT AS WARRANTED ELSEWHERE IN THIS SOFTWARE LICENSE

AGREEMENT AND IN THE AGREEMENT, KHTS DOES NOT WARRANT THAT THE

SOFTWARE OR SERVICES WILL ACHIEVE ANY SPECIFIC RESULT, WILL MEET LICENSEE’S NEEDS, OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS

SOFTWARE LICENSE AGREEMENT, KHTS AND ITS SUPPLIERS MAKE NO

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; OR ANY

WARRANTIES ARISING AS A RESULT OF LICENSEE USAGE IN THE TRADE OR BY COURSE OF DEALING.

9. LIMITATION OF LIABILITY. LICENSEE AGREES THAT THE AGGREGATE

LIABILITY OF KHTS, ITS RESELLER, AND ANY OF THEIR SUPPLIERS RELATING TO

THIS SOFTWARE LICENSE AGREEMENT, THE SOFTWARE, AND THE SERVICES WILL NOT EXCEED AN AGGREGATE OF $1,000,000 DURING THE TWO YEAR PERIOD COMMENCING ON THE EFFECTIVE DATE (“THE CAP”), WHICH CAP SHALL BE REDUCED TO $500,000 FOR THE REMAINDER OF THE TERM THEREAFTER. IN

NO EVENT SHALL KHTS, ITS RESELLER, OR ANY OF THEIR SUPPLIERS BE LIABLE

FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COVER, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR ANY LOST SALES, PROFITS OR DATA, EVEN IF KHTS IS TOLD THAT ANY OF SUCH DAMAGES MAY OCCUR. THE FEES

CHARGED UNDER THIS AGREEMENT ARE CALCULATED WITH SPECIFIC

REFERENCE TO THE LEVEL OF LIABILITIES UNDERTAKEN BY KHTS AND RESELLER HEREUNDER. NOTWITHSTANDING THE FOREGOING, THERE SHALL

BE NO LIMITATION OF LIABILITY FOR PERSONAL INJURY, DEATH, OR PROPERTY

DAMAGE, AND DAMAGES ARISING FROM KHTS INDEMNITY OBLIGATIONS SET FORTH IN SECTION 10.

10. Indemnification
(a) KHTS Indemnification. KHTS, at its expense, shall defend or at its option settle any third-party action, suit or proceeding brought against Licensee which alleges that Licensee’s authorized use of the Software infringes any third party copyright, trademark or patent in force in the United States, or misappropriates a third party trade secret Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 50 of 53 Rev. 07-01-18
enforceable in the United States, and shall pay damages finally awarded against Licensee and any settlement amount related thereto agreed in writing by KHTS, provided that (i) Licensee notifies KHTS promptly in writing of the claim, (ii) KHTS has sole control of the defense and all related settlement negotiations, and (iii) Licensee provides KHTS with all reasonable assistance, information and authority to perform the above at KHTS’ expense.

Licensee shall have the right to participate in the defense or settlement with counsel of its own choosing at Licensee’s expense. The foregoing indemnity shall not apply to the extent that the alleged infringement is attributable to: (1) the combination of the Software with any products or services not provided by KHTS, (2) modification to the Software by Licensee or its agent, (3) use of the Software outside the permitted license rights in this Software License Agreement, (4) use of Software by Licensee after being provided with an update to such Software that Licensee is made aware avoids the infringement issue, (5) Licensee Data, or (6) Licensee’s specifications or instructions. THIS SECTION STATES KHTS’ SOLE LIABILITY TO LICENSEE WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.
(b) Licensee Indemnification. Licensee, at its expense, shall defend or at its option settle any third-party action, suit or proceeding brought against KHTS arising from or related to Licensee’s use of the Software or Hosted Services and shall pay damages finally awarded against KHTS and any settlement amount related thereto agreed in writing by Licensee, unless such claim is covered by Section 11(a) above or arises due to KHTS’ breach of this Software License Agreement, provided that (i) KHTS notifies Licensee promptly in writing of the claim, (ii) Licensee has sole control of the defense and all related settlement negotiations, and (iii) KHTS provides Licensee with all reasonable assistance, information and authority to perform the above at Licensee’s expense. KHTS shall have the right to participate in the defense or settlement with counsel of its own choosing at KHTS’ expense.

11.Assignment. This Software License Agreement may not be assigned by either party without the prior written consent of the other party; provided that either party may assign its rights and obligations under this Agreement without consent to (a) any affiliate of such party, or (b) any party acquiring all or substantially all of the assets or stock, by merger or otherwise, of such party or the relevant division of such party. Any permitted assignee must agree in writing to be bound by the terms of this Agreement.

12.Entire Agreement. The parties agree that this Software License Agreement, including the Agreement and all terms incorporated herein by reference, is the complete and exclusive statement of the agreement between KHTS and Licensee, and supersedes any proposal, prior agreement, or license, oral or written, and any other communications relating to the subject matter of this Software License Agreement. KHTS may from time to time update terms and other documents incorporated by reference herein, so long as those updates do not materially reduce any KHTS commitments therein. KHTS will use reasonable efforts to provide Licensee with notice of material changes to such terms or documents, which notice may be email or through a notice in the Hosted Service or Licensee support portal.

Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 51 of 53 Rev. 07-01-18

13.Independent Contractor. The parties are independent contractors, and nothing contained herein shall be construed to create any other relationship between the parties.

Nothing in this Software License Agreement shall be construed to constitute either party as the agent of the other party for any purpose whatsoever, and neither party shall bind or attempt to bind the other party to any contract or the performance of any other obligation or represent to any third party that it has the right to enter into any binding obligation on the other party’s behalf.

14. Apple iOS Terms. The terms in this Section apply only to the extent that the Software is an app on an Apple iOS device (e.g., iPhone or iPad). (a) This Software License Agreement is between Licensee and KHTS only, and not with Apple. In the event that this Software License Agreement provides usage rules that are less restrictive than the Usage Rules set forth for apps in, or otherwise are in conflict with, the Apple App Store Terms and Conditions (which Licensee acknowledges it has had an opportunity to review), then the Apple App Store Terms and Conditions shall take precedence.
(b) KHTS, not Apple, shall be solely responsible for any warranties herein. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be KHTS’ sole responsibility.
(c) To the extent Licensee has any claim relating to the app, (a) KHTS, not Apple, is responsible for addressing any claims by Licensee or any third party relating to the app or Licensee’s possession and/or use of the app, including: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation, and (b) in the event of any third party claim that the app or your possession and use of the app infringes that third party’s intellectual property rights, to the extent that KHTS is required to provide indemnification under applicable law, KHTS, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Nothing in this Section shall be deemed an admission that Licensee may have any such claims.
(d) The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Software License Agreement, and that, upon Licensee’s acceptance of this Software License Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Software License Agreement against Licensee as a third-party beneficiary thereof.

15. Additional Terms
(a) Force Majeure. Except for Licensee’s payment obligations, each party shall be excused from performance and shall not be liable for any delay or failure to perform Agreement with Kimley-Horn/Exhibit D-Software License Agreement Page 52 of 53 Rev. 07-01-18
caused by events outside of its reasonable control, including the occurrence of, war, pandemic, terrorism, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure of the Internet, failure of KHTS’ service providers that are not reasonably preventable by KHTS, act of any government affecting the terms hereof, explosion, flood or other act of God. (b) Choice of Law. This Agreement shall be construed in accordance with the internal laws of State of California without regard to its choice of law provisions, and all disputes shall have exclusive venue in the federal and state courts in County of Santa Clara, California, and both parties consent to the jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (USA) do not apply to this Software License Agreement. If any term of this Software License Agreement shall be found invalid, the term shall be modified or omitted to the extent necessary, and the remainder of this Software License Agreement shall continue in full effect. In any action brought by a party related to this Agreement, the prevailing party shall be entitled to collect from the other party its reasonable litigation costs and attorney’s fees and expenses. (c) Export. Licensee acknowledges that the Software, Services and related technical data are subject to export restrictions under United States law. Licensee agrees to comply with all applicable United States and international export and import control laws, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States and other governments. (d) Waiver; Severability; Counterparts. The waiver by either party of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any future breach of any provision(s) of this Agreement. The invalidity or unenforceability of any provision of this Software License Agreement shall not affect the validity or enforceability of any other provision. This Software License Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and the same instrument.
(e) HIGH RISK APPLICATIONS. THE SOFTWARE AND SERVICES ARE NOT

DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS

REQUIRING FAULT TOLERANCE OR FAIL-SAFE PERFORMANCE, SUCH AS IN THE

OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR

COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT

MACHINES, OR WEAPON SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE

COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK APPLICATIONS"). KHTS and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Applications.
(f) Government End-Users. Each of the Services, Software, Documentation, and related items are intended to be “commercial items” to the maximum extent permitted under the US Code of Federal Regulations and any similar laws. All government end users only have the rights set forth herein.
(g) Including. When the term "including" is used in these Terms, it shall be interpreted to mean "including, without limitation," so that the items after the term "including" are understood to be illustrative only and not a complete list.

Approved as to Form: Dated: --------------
Office of the City Attorney
City of Santa Clara
Office of the City Manager
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
KIMLEY-HORN TECHNOLOGY SOLUTIONS, INC.
a North Carolina corporation
Dated: ~~ti::=
By (Signature)%
Name: Brian Sowers
Title: Senior Vice President
Principal Place of 4637 Chabot Drive Suite 300
Business Address: Pleasanton, CA 94588
Email Address: [email protected]
Telephone: 925.398.4840
Fax:
"CONTRACTOR"
Agreement with Kimley-Horn/Exhibit D-Software License Agreement Rev. 07-01-18

Page 53 of 53 ends

City Council and Authorities ConcurrentApril 18, 2023

City Council and Authorities Concurrent
April 18, 2023