City Council and Authorities Concurrent
June 27, 2023

TRANSPORTATION

MM 4.12-1: Adopt Prerequisite Policy 5.1.1-P5. Prior to the implementation of Phase IIvii and III of the 2010 -2035 General Plan, evaluate appropriate measures to maintain emergency response time standards.

UTILITIES AND SERVICE SYSTEMS

MM 4.7-1: To prevent a cumulatively considerable contribution to a potential future overdraft of the Santa Clara Sub-Basin, the City shall update the forecast groundwater pumping supply quantities every five years with each UWMP to align water supply availability with the water demand associated with each General Plan Phase. Future Santa Clara UWMPs will be co ordinated with the Water District and implement alternative sources (i.e., recycled water and increased conservation) if cumulative groundwater pumping, based on all water retailers UWMPs, would exceed the Santa Clara Sub-Basin safe yield. With implementation of this program mitigation measure, potential future impacts associated with supplying future development envisioned by the General Plan would be reduced to a less than significant level.

vii Note that Policy 5.1.1 -P5 was modified as part of the 2014 General Plan Update, which was adopted with a MND. As modified, the Policy now directs the evaluation of appropriate measures to maintain emergency response time standards prior to the implementation of Phase III, rather than Phases II and III.

Santa Clara 2023-2031 6th Cycle Housing Element Update 121 City of Santa Clara
6 References

6.1 – List of Preparers
City of Santa Clara (Lead Agency)
Planning Division
1500 Warburton Avenue
Santa Clara, California 95050
(408) 615-2478

 John Davidson, Principal Planner

MIG (Environmental Analysis)
1650 Spruce Street, Suite 106
Riverside, California 92507
951-787-9222

 Pamela Steele, Principal
 Bob Prasse, Director of Environmental Services
 Cameron Hile, Senior Analyst

6.2 – Persons and Organizations Consulted
None.

6 – References
122 Addendum to the General Plan EIR
Admin Draft December 21, 2022

6.3 – Bibliography
California Department of Conservation. Farmland Mapping and Monitoring Program. Web:
https://www.conservation.ca.gov/dlrp/fmmp. [Accessed November 2022].

California Department of Forestry and Fire Protection (CAL FIRE). Ventura County Fire Hazard Severity Zone Maps. Web: https://egis.fire.ca.gov/FHSZ/. [Accessed November 2022].

California Department of Transportation (Caltrans). California State Scenic Highways Maps. Web:
https://dot.ca.gov/programs/design/lap-landscape-architecture-and-community-livability/lap-liv-i- scenic-highways. [Accessed November 2022].

California Environmental Protection Agency. DTSC’s Hazardous Waste and Substances Site List (Cortese List). Web: https://calepa.ca.gov/sitecleanup/corteselist/. [Accessed December 2022].

California Environmental Protection Agency. List of Active CDO and CAO. Web:
http://www.calepa.ca.gov/sitecleanup/corteselist/. [Accessed December 2022].

California Environmental Protection Agency. List of Hazardous Waste Facilities Subject to Corrective Action Pursuant to Section 25187.5 of the Health and Safety Code. Web:
http://www.calepa.ca.gov/sitecleanup/corteselist/. [Accessed December 2022].

CalRecycle. Identify Disposal Facility Capacity Shortfalls. http://www.calrecycle.ca.gov/FacIT/facility/disposalgap.aspx [Accessed December 2022].

California Water Resources Control Board. Geotracker. Web: https://geotracker.waterboards.ca.gov/. [Accessed December 2022].

California Water Resources Control Board. List of Solid Waste Disposal Sites. Web:
https://calepa.ca.gov/sitecleanup/corteselist/. [Accessed December 2022].

Resolution/ 6th Cycle Housing Element Update Page 1 of 9 Rev: 11/22/17
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

THE CITY OF SANTA CLARA , CALIFORNIA ADOPTING A

GENERAL P LAN AMENDMENT TO UPDATE THE HOUSING
ELEMENT OF THE GENERAL PLAN FOR THE PERIOD OF 2023-
2031 WITH REVISIONS RESPONDING TO REQUESTS FROM THE

STATE DEPARTMENT OF HOUSING AND COMMUNITY

DEVELOPMENT

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

WHEREAS, the California legislature has found that “California has a housing s upply and affordability crisis of historic proportions. The consequences of failing to effectively and aggressively confront this crisis are hurting millions of Californians, robbing future generations of the chance to call California home, stifling economic opportunities for workers and businesses, worsening poverty and homelessness, and undermining the state’s environmental and climate objectives.” (Gov. Code Section 65589.5.); and
WHEREAS, the legislature has further found that “Among the consequences of those actions are discrimination against low-income and minority households, lack of housing to support employment growth, imbalance in jobs and housing, reduced mobility, urban sprawl, excessive commuting, and air quality deterioration.” (Gov. Code Section 65589.5.); and WHEREAS, the legislature recently adopted the Housing Crisis Act of 2019 (SB 330) which states that “In 2018, California ranke d 49th out of the 50 states in housing units per capita… California needs an estimated 180,000 additional homes annually to keep up with population growth, and the Governor has called for 3.5 million new homes to be built over 7 years”; and WHEREAS, State Housing Element Law (Government Code Sections 65580 et seq.) requires that the City Council adopt a Housing Element for the eight-year period 2023-2031 to accommodate the City of Santa Clara ( City) regional housing need allo cation (RHNA) of 11,632 housing units, comprised of 2,872 very-low income units, 1,653 low-income units, 1,981 moderate-income units, and 5,126 above moderate-income units; and
Resolution/ 6th Cycle Housing Element Update Page 2 of 9 Rev: 11/22/17
WHEREAS, to comply with State Housing Element Law, the City of Santa Clara has prepared its Housing Element Update for the years 2023-2031 (the Housing Element); and WHEREAS, as pr ovided in Government Code Section 6535 0 et. seq., the Housing Element constitutes a General Plan Amendment; and
WHEREAS, as provided in Government Code Sections 65352 – 65352.5, the City of Santa Clara referred the Housing Element to all California Native American tribes on the contact list provided by the Native American Heritage Commission, to cities abutting Santa Clara’s borders and to Santa Clara County; to local school districts; to the Santa Clara Valley Water District and San Francisco Public Utilities Commission; and to other entities listed; and WHEREAS, no California Native American tribe requested consultation; and WHEREAS, State law requires that the Cit y take meaningful steps to promote and affirmatively further fair housing (Gov. Code Section 65583(c)(5)); and WHEREAS, State law requires that the City make zoning available for all types of housing, including multifamily housing (Gov. Code Sections 65583.2 and 65583(c)); and WHEREAS, the Housing Element must be adopted to comply wit h State law, accommodate the RHNA, affirmatively further fair housing, and facilitate and encourage a variety of housing types for all income levels, including multifamily housing (Gov. Code Sections 65583.2 and 65583(c)); and WHEREAS, the preparation, ad option, and implementation of the Housing Element and Zoning Code Update requires a diligent effort to include all economic segments of the community; and WHEREAS, the City conducted extensive community outreach over the last 20 months, including 27 meetings and activities that included community meetin gs/events, stakeholder workshops, meetings/interviews with residents, and City task force meetings and study sessions; and WHEREAS, in accordance with Government Code Section 65585 (b), on July 1, 2022, the City posted a Public Review Draft Housing Element and requested public comment for a 30-day review period, and on August 22, 2022, after responding to public comments, the City submitted the draft Resolution/ 6th Cycle Housing Element Update Page 3 of 9 Rev: 11/22/17
Housing Element to the State Department of Housing and Community Development (HCD) for its review; and
WHEREAS, on October 12, 2022, HCD and City staff had an introductory meeting, which included an informal conversation and feedback from HCD about the City’s Initial Draft Housing Element; and
WHEREAS, on November 18, 2022, the City received a letter from HCD stating that while the draft Housing Element addresses many statutory requirements, revisions will be necessary to fully comply with State Housing Element Law (Article 10.6 of the Government Code); and WHEREAS, on November 29, 2022, HCD and City staff had a meeting to discuss HCDs findings letter; and
WHEREAS, on January 24, 2023, the City published a revised dr aft Housing Element with the changes required by HCD and requested public comment on the draft; and WHEREAS, a notice of the public hearing on the proposed General Plan Amendment was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on December 11, 2022, for the January 11, 2023 Planning Commission meeting and the January 31, 2023 City Council meeting; and
WHEREAS, on January 11, 2023, the Planning Commission opened the public hearing to consider the proposed General Plan Amendment, and then continued the hearing to January 23, 2023; and WHEREAS, on January 23, 2023, the Planning Commission opened the public hearing to consider the proposed General Plan Amendment, and then due to technical difficulties continued the hearing to January 26, 2023; and
WHEREAS, the City has prepared an Addendum to the 2010 -2035 General Plan Environ mental Impact Report adopted by the City Council on November 16, 2010, and to the environmental review documents that were prepared for subsequent am endments to the General Plan that affec ted housing development in the City, all of which provide environmental clearance for all of the units in the 6th cycle Housing Sites Inventory; and
Resolution/ 6th Cycle Housing Element Update Page 4 of 9 Rev: 11/22/17
WHEREAS, the Planning Commission held a duly noticed public hearing on January 26, 2023, at the conclusion of which, the Planning Commission determined that the proposed 6th Cycle Housing Element would not result in any new or substantially more severe impacts than previously identified in the General Plan EIR and recommended that the City Council approve the Addendum to the 2010 - 2035 General Plan EIR prepared for the Housing Element Update; and WHEREAS, on January 26, 2023, the Planning Commission conducted a duly and properly noticed public hearing, reviewed the Housing Element and all pertinent maps, docume nts and exhibits, including HCD’s findings, the City’s response to HCD’s findings, the staff report and all attachments, and oral and written public comments; and
WHEREAS, on January 26, 2023, the Planning Commission adopted Resolution No. 23 -003, recommending the City Council adopt a General Plan Amendment to update the Housing Element of the General Plan for the period of 2023-2031; and
WHEREAS, on January 31, 2023, the City Council adopted Resolution No. 23-9188, adopting an Addendum to the General Plan Environmental Impact Report, for adoption of the 6th Cycle Housing Element (2023-2031); and
WHEREAS, on January 31, 2023, the City Council adopted Resoluti on No. 23-9189, adopting a General Plan Amendment to update t he Housing Element of the General Plan for the period of 2023-2031 to comply with State Housing Element law; and WHEREAS, on March 28, 2023, HCD provided the City its findings on the City’s Adopted Housing Element, requesting additional updates to the document, and in response, the Housing Element has been further revised to address HCD’s comments; and
WHEREAS, on April 20, 2023, HCD and City staff had a meeting to discuss HCD’s findings letter; and
WHEREAS, a notice of the public hearing on the proposed General Plan Amendment was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on May 10, 2023, for the May 24, 2023 Planning Commission meeting and the June 6, 2023 City Council meeting; and Resolution/ 6th Cycle Housing Element Update Page 5 of 9 Rev: 11/22/17
WHEREAS, on May 24, 2023, the Planning Commission opened the public hearing to consider the proposed General Plan Amendment, and then continued the hearing to June 14, 2023; and WHEREAS, on June 2, 2023, HCD and City staff had an additional meeting to discuss the City’s proposed revisions to address HCDs findings letter; and WHEREAS, on June 7, 2023, the City published a draft of the revisions to the Adopted Housing Element with the changes requested by HCD, and solicited additional public comment on the draft; and
WHEREAS, the Planning Commission held a duly noticed public hearing on June 14, 2023, at the conclusion of which, the Planning Commission determined that the proposed revisions to the previously adopted 6 th Cycle Housing Element would not result in any new or substantially more severe impacts than previously identified in the General Plan EIR, as addended; and WHEREAS, there are no new policies proposed by t he Housing Element Update that would generate new or substanti ally more significant environmental impacts; moreover, the revised inventory identifies slightly fewer sites than in the Housing Element adopted in January 2023, and so any impacts are likely to be slightly reduced. As such, the General Plan EIR and Addendum remain sufficient for the environmental analysis of the proposed Housing Element; and WHEREAS, on June 14, 2023, the Planning Commission conducted a duly and properly noticed public hearing, reviewed the revisions to the previously adopted 6th Cycle Housing Element and all pertinent maps, documents and exhibits, including HCD’s fi ndings, the City’s response to HCD’s findings, the staff report and all attachments, and oral and written public c omments, and recommended that the City Council adopt the revised 6th Cycle Housing Element; and WHEREAS, on June 27, 2023, the City Council conducted a duly noticed public meeting to review the revisions to the previous ly adopted 6 th Cycle Housing Element and all pertinent maps, documents and exhibits, including HCD’s findings, the City’s response to HCD’s findings, the staff report and all attachments, and to take public testimony on the subject.

Resolution/ 6th Cycle Housing Element Update Page 6 of 9 Rev: 11/22/17

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

1. The foregoing recitals are true and correct and are incorporated by reference into th is action.

2. General Plan Amendment Findings. That the City Council hereby finds and determines that the General Plan Amendment is in the interest of the public good for the following reasons:

A. The proposed Amendment is deeme d to be in the public int erest, in that the proposed Am endment is cons istent and compatible with the rest of the Ci ty’s General Plan and any implementation programs that may be affect ed, in that the Housing Element is consistent with the General Plan’s Land Use and Circulation policies, and does not increase development capacity under the General Plan, as amended.

B. The proposed amendment has been processed in accordance with the applicable provisions of the California Government Code and the Calif ornia Environmental Quality Act (CEQA), in that the impacts of the Housing Element are disclosed by the General Plan EIR as addended by subsequent amendments to the General Plan that affected housing development in the City, including but not limited to the December 2013 Climate Action Plan Negati ve Declaration; the February 2016 Mission Town Center EIR; the 2016 Relate d Santa Clara EIR; the November 2016 Lawrence Station Area Plan EIR; the July 2018 575 Benton Project Addendum; the July 2019 Gateway Crossings EIR; the March 2022 Patrick Henry Drive Specific Plan EIR; the June 20 22 Cli mate Action Plan Addendum; and the J une 2022 Freedom Circle Future Focus Area EIR (collectively, the “Subsequent Documents”).

C. The potential impacts of the proposed General Plan Amendment have been assessed and have bee n determined n ot to be detriment al to the public health, safety, or welfar e, in that the Housing Element creates a policy framework that Resolution/ 6th Cycle Housing Element Update Page 7 of 9 Rev: 11/22/17
provides opportunities for the development of housing in the City through the year 2031. The impacts of the Housing Element have been disclosed through the CEQA process, and the Planning Commission has determined that any impacts from the Housing Element are within the scope of the General Plan EIR, as addended.

3. The City Council finds, based on substantial evidence in the record, that the existing uses on sites contained within the Sites Inventory are likely to be discontinued during the planning period and therefore will not impede planned residential development and can be utilized toward demonstrating adequate sites to accommodate the RHNA during the planning period. That substantial evidence includes:

A. A letter from the Eric Morley, Planning Consultant for the Pearlman Family, owners of the Pearlman site located at 4633-4699 Old Ironsides Drive, dated April 24, 2023 indicating the Pearlmans’ participation in the Patrick Henry Drive Specific Pla n process, and their continued interest in developing residential uses on the property within the timeframe of the Housing Element;
B. A phone conversation between Andrew Crabtree, Community Development Director, and Peter Tsai of Sobrato on April 25, 2023 regarding The Sobrato Organization’s continuing interest in developing residential uses on the Thermo Fisher site (3450 Central Expressway) within the Lawrence Station Area . The existing industrial building tenant has a bu y-out in their lease that would allo w for the residential development to move forward at any time in the next 8 years.

C. Evidence from the Marriott Center Owners Association changing their CC&R’s to make redevelopment easier on their site (4701 Patrick Henry Drive), within the Patrick Henry Drive Specific plan area (RTC20-1051, approved by the City Council on November 17, 2020);
I
Resolution/ 6th Cycle Housing Element Update Page 8 of 9 Rev: 11/22/17
D. The continued, sustained interest in development alo ng the El Camino corridor as evidenced by the following approved residential projects under construction along the corridor: Villa Bella, located at 1890 El Camino Real (56 residential units, File No.

PLN2015-11361), 3035 El Camino Real (48 total units, File No. PLN2018-13265); and Clara Gardens (120 units, all affordable, File No. PLN21-15294). This sustained interest in development along the El Camino will be facilitated by rezoning of the El Camino corridor as a result of the Zoning Code Update.

E. Continued interest in development in the Tasman East Specific Plan area, as evidenced by development applications totaling m ore than 4,300 uni ts out of the 4,500 approved in the original specific plan. The City is currently processing a Specific Plan Amendment for Tasman East to allow for the development of 1,500 additional units within the plan area.

F. Regular, consistent partic ipation on a monthly basis by 11 separate ownership groups during the preparation of the Patrick Henry Drive Specific Plan. Those groups represent 100% of the Patrick Henry Drive parcels included in the Sites and Pipeline Projects inventory of the 6th Cycle Housing Element Update.

4. The City Council approves the 6th Cycle Housing Element Update (2023-2031) in its entirety as provided in Attachment 1, attached hereto, plus any non-substantive edits or corrections made as directed by the State Department of Housing and Community Development after their review of the adopted 2023-2031 Housing Element or Addendum to the 2010 General Plan Update EIR. \\
\\
\\
\\
\\
\\
I
Resolution/ 6th Cycle Housing Element Update Page 9 of 9 Rev: 11/22/17
\\
\\
\\

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 27th DAY OF JUNE, 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:

1. 2023-2031 Housing Element
S:\Attorney\RESOLUTIONS\Form Resolution-City.doc
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-808 Agenda Date: 6/27/2023

REPORT TO COUNCIL

SUBJECT
Note and File the Resolutions of the Salary Setting Commission Establishing as Unchanged the Salary for the positions of Mayor and Council and City Clerk, and increasing the Salary for the Position of Police Chief to $345,060/annually; and Action to Adopt a Resolution Approving and Adopting the Updated Unclassified/Elected Salary Plan for the position of Police Chief for the Period of July 1, 2023 through June 30, 2025 (DEFFERED FROM JUNE 6, 2023)

COUNCIL PILLAR
Enhance Communication Engagement and Transparency

BACKGROUND
The Salary Setting Commission, consisting of five members appointed by the Civil Service Commission is responsible for establishing the compensation for the Mayor and Council Members (Charter Section 702), City Clerk (SCCC 2.20.015), and Police Chief (SCCC 2.80.015). For 2023, three Commissioners attended all scheduled meetings. A fourth Commissioner was appointed by the Civil Service Commission in April but did not attend the two remaining sessions.

In its evaluation, the Salary Setting Commission would be free to utilize any data and information that it deemed appropriate in setting the compensation for these positions, but in no event would any increases in salary granted by the Commission exceed 10 percent of the previous figure. After completing its discussion and analysis, the Commission adopted Resolutions holding unchanged the salaries of Mayor and Councilmember, and City Clerk. The Commission increased the salary for the position of Chief of Police by 10%, but held benefits associated with the position unchanged.

When there are changes to the compensation, California Code Regulations Section 570.5 governs and requires the adoption of updated publicly available salary schedules by the governing body.

The City of Santa Clara contracts with the California Public Employees’ Retirement System (CalPERS) to provide retirement benefits for employees in both classified and unclassified positions.

When modifications are made to the salary schedules for its classified or unclassified positions, the City Council must approve and adopt the publicly available salary plans to comply with California Code of Regulations (CCR) section 570.5. If the City Council does not approve these resolutions, the City will be non-compliant with CalPERS record keeping and reporting requirements. The City of Santa Clara is a contracting agency with CalPERS and is required to comply with its requirements.

As an elected department head, not subject to the Meyers-Milias-Brown Act, the Police Chief qualifies as a “local agency executive” under Government Code §3511.1.Government Code §54953 (c)(3) requires that before taking final action (in this case, to approve the updated salary schedules) there shall be an oral report provided of the new compensation level.

City of Santa Clara Printed on 6/22/2023Page 1 of 3
powered by Legistar™
23-808 Agenda Date: 6/27/2023

DISCUSSION
The Commission met on seven (7) occasions from February 2023, through May 2023, to discuss the salaries for the position of Mayor and Council Members, City Clerk and Police Chief for the period of July 1, 2023, up to and including June 30, 2025. As part of this evaluation, the Commission was presented with information including, but not limited to: the history of salary increases for these positions; comparator agency salary levels; requirements for the position of the City Clerk and Police Chief under the City Charter; recently negotiated agreements the City’s bargaining units, and City budget projections. Upon thorough review and consideration of the various data, the Commission approved three resolutions.
1) On March 13, 2023, the Commission approved a resolution to leave the current salary of the Mayor and Council Members unchanged for the period of July 1, 2023, up to and including June 30, 2025. The salary for the Mayor shall remain at $2,500/month and the salary for the Council Members shall remain at $2,000/month.
2) On March 29, 2023, the Commission approved to leave the current salary of $1,500/month for the City Clerk unchanged, for the period of July 1, 2023, up to and including June 30, 2025. 3) On May 8, 2023, the Commission approved for the period of July 1, 2023, to June 30, 2025, to increase the monthly salary for the position of Police Chief from $26,141.00/monthly ($313,692/annually) to $28,755.00/monthly ($345,060/annually), a 10% increase; continue to provide benefits equivalent to those currently received by members of the Unclassified Police Management (Unit 9A) under the Memorandum of Understanding set to expire on December 25, 2023; and continue to freeze any accrued leave balances held by the Police Chief (i.e. shall neither accrue increase in leave balances, nor be subject to decreases in those balances, during his/her term of elected office).

The City Code allocates the right and responsibility for reaching this decision to the Salary Setting Commission. The City Council does not have the legal authority to overturn or modify this decision.

However, the City Code does state that “The City Council shall take all necessary legislative action to implement the salary set by the Salary Setting Commission.” In accordance with CalPERS regulations, the adoption of an updated salary schedule is a necessary legislative action.

The recommendation includes to note and file the Commission’s Resolutions, and separately approve a Resolution that amends the Unclassified/Elected Salary Plan for the position of Police Chief.

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

FISCAL IMPACT
City of Santa Clara Printed on 6/22/2023Page 2 of 3
powered by Legistar™
23-808 Agenda Date: 6/27/2023
Maintaining the current salaries for the positions of Mayor and Council, and City Clerk results in no cost increase and no additional increase to the costs included in the Biennial FY 2023/24 and FY 2024/25 Proposed Operating Budget. For the Police Chief position, the total compensation cost of the 10% increase is approximately $50,000 annually; this amount is approximately $16,000 higher than assumed in the Proposed Budget. It is anticipated that this additional cost will be absorbed within the Police Department budget.

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

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

RECOMMENDATION

1. Note and file the Resolutions of the Salary Setting Commission establishing the salary for the positions of Mayor and Council, Police Chief, and City Clerk; and

2. Adopt a Resolution to approve the revised Unclassified/Elected Salary Plan for the position of Police Chief, which reflects the salary increase granted by the Salary Setting Commission, to satisfy the requirements of California Code of Regulations Section 570.5, effective July 1, 2023.

Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Police Chief Total Compensation Survey

2. Resolution No. 23-1 of the Salary Setting Commission Setting the Compensation of the Mayor and Council Members

3. Resolution No. 23-2 of the Salary Setting Commission Setting the Compensation of the City Clerk

4. Resolution No. 23-3 of the Salary Setting Commission Setting the Compensation of the Chief of Police

5. Unclassified_Elected Salary Plan (effective 7-1-2023) approved 6-6-2023

6. Resolution Updated Salary Plan
City of Santa Clara Printed on 6/22/2023Page 3 of 3
powered by Legistar™
Total Compensation Survey
Police Chief
(2023)
Police Chief
Agency Top Step
Salary
Life Medical Dental LTD Vision Social
Security
Medicare
(Base Pay
Only)
Employer
Total Retire.

Rate
(Base Pay +
POST Only)
ER Paid EE
Ret.

Deferred
Comp
Auto Allow. Prof. Devel. POST Pay
(%)
(Adv.)
POST pay
($)
(Adv.)
Uniform
Allowance
Retiree
Medical
Total
Compensation
City of Santa Clara 26,141.00$ 3.82$ 1,113.74$ 22.22$ -$ 9.00$ 400.90$ 16,630.77$ -$ 150.00$ -$ -$ 5.0% 1,307.05$ 50.00$ 406.00$ 46,234.50$ City of Hayward 22,314.93$ -$ 2,901.63$ 184.04$ -$ 28.70$ 323.57$ 10,626.93$ -$ 200.00$ -$ -$ 7.5% 1,673.62$ 36.67$ 508.00$ 38,798.08$ City of Milpitas 25,964.14$ 7.00$ 2,375.72$ 221.22$ 19.50$ 17.05$ 376.48$ 15,360.39$ -$ 75.00$ 550.00$ -$ 0.0% -$ 112.50$ -$ 45,079.00$ City of Mountain View 29,393.72$ 24.98$ 2,809.40$ 224.76$ 37.91$ -$ 426.21$ 13,730.39$ -$ -$ -$ 83.33$ 0.0% -$ 37.50$ 2,584.65$ 49,352.85$ City of Palo Alto 28,211.73$ 29.62$ 2,260.00$ 187.65$ 37.20$ 15.38$ 409.07$ 20,665.23$ -$ 2,500.00$ -$ 500.00$ 7.5% 2,115.88$ -$ 2,124.00$ 59,055.77$ City of Redwood City 26,507.00$ 34.46$ 2,002.25$ 113.67$ 66.27$ 11.83$ 384.35$ 14,488.73$ -$ 530.14$ 400.00$ 62.50$ 0.0% -$ 66.67$ 762.74$ 45,430.60$ County of Alameda 23,535.20$ 4.71$ 2,080.86$ 123.88$ -$ -$ -$ 5,610.79$ 706.06$ -$ -$ -$ 0.0% -$ 104.17$ 616.12$ 32,781.78$ County of San Mateo 27,615.47$ 3.58$ 1,897.00$ 121.76$ 14.47$ 16.52$ 410.00$ 21,003.29$ -$ -$ 513.00$ -$ 7.5% 2,071.16$ 108.33$ 400.00$ 54,174.58$ County of Santa Clara 27,603.27$ 110.59$ 3,048.97$ 117.50$ 44.18$ 9.64$ 2,111.65$ 14,453.07$ -$ 1,708.33$ 200.00$ 375.00$ 0.0% -$ -$ 2,111.65$ 51,893.85$ Figures highlighted in green are updated from prior total compensation survey from March 2023 Average (No CSC) 26,975.79$ 47,070.81$
Average (Below/Above) -3.09% -1.78%
Insurance (Family) (Classic)
City of Santa Clara
March 23, 2023
(Updated April 11, 2023)
RESOLUTION NO. 23-1

A RESOLUTION OF THE SALARY SETTING COMMISSION OF

THE CITY OF SANTA CLARA, CALIFORNIA SETTING THE

SALARIES OF THE POSITIONS OF MAYOR AND CITY
COUNCIL MEMBER FOR THE PERIOD OF JULY 1, 2023, TO
JUNE 30, 2025, INCLUSIVE, PURSUANT TO CITY CHARTER
SECTION 702
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, in accordance with City Charter Section 702, a Salary Setting Commission consisting of three qualified electors of the City was appointed by the Civil Service Commission, and commenced performance of its duties in February 2023; WHEREAS, pursuant to the City Charter, the Salary Setting Commission is charged with establishing the compensation of the Mayor and Council Members for the period commencing on July 1, 2023, and ending on June 30, 2025;
WHEREAS, the Salary Setting Commission met on three occasions in February and March of 2023, during which the compensation levels for the positions of Mayor and Council Member were discussed in detail;
WHEREAS, the Salary Setting Commission was presented with, and took into consideration, various data points including, but not limited to, the history of compensation received by Mayor and Council, comparator agency salary levels, and City's current fiscal outlook; and WHEREAS, the final decision of the Salary Setting Commission as to the compensation for the positions of Mayor and Council Member, as set forth in this Resolution, is based upon the following:

1. The Commission finds that the pertinent history of the positions of the Mayor and Council Member compensation is as follows:
a. In the 2000 special election, the voters passed Measure J amending Charter Section 702 to set the salary of the Council Members at $600 per month and salary of the Mayor at $1,000 per month, and allowed for an automatic annual Resolution/Mayor & Council Compensation
Rev: 11 /22/17

salary increase in the amount of the local Consumer Price Index. b. By the time of the 2016 general election, as a result of the automatic CPI increases, the salary of the Council Members was $855.27 per month and the salary of the Mayor was $1,425.47 per month.
c. In the 2016 general election, the voters passed Measure 0, which again amended Charter Section 702 to set the salary of the Council Members at $2,000 per month and salary of the Mayor at $2,500 per month. These salary increases more than doubled the Council Members' salaries and increased the Mayor's salary by approximately 75%.
d. In 2019 and in 2021, the Salary Setting Commission resolved to keep unchanged the compensation for the positions of the Mayor and Council Member for the period of July 1, 2019 through June 30, 2023.

2. The Mayor and Council Members are not "regular" employees of the City, subject to internal performance review. Rather, the Mayor and Council Members are elected by the voters of the City of Santa Clara; it is, therefore, solely within the purview of the voters to determine the quality of performance by the current office holders.

Accordingly, the role of the Salary Setting Commission is to set the salary for the positions of Mayor and Council Members, irrespective of the identities of the current office holders.

3. The positions of Mayor and Council Member are service-oriented, executive-level, positions paid a monthly stipend. There are no formal requirements for number of hours worked in City service per week, and the office holders may hold separate full-time employment in addition to service in their elected position.

4. The salary levels for the positions of Mayor ($2,500 per month) and Council Member ($2,000) currently exceed the total compensation levels for these positions in some of the comparator agencies reviewed by the Salary Setting Commission.

Resolution/Mayor & Council Compensation
Rev: 11 /22/17

5. The Salary Setting Commission reviewed and considered the short- and long-term budget projections provided by staff; the Commission strives to arrive at a prudent and fiscally responsible decision.
a. The Covid-19 pandemic has, among other things, drastically reduced available revenue sources, resulting in a present budget deficit in excess of $27 million, with the expectation of ongoing (albeit significantly smaller) budget deficits over the next several fiscal years.
b. To address these fiscal challenges, the City has taken measures such as instituting a hiring freeze, eliminating as-needed staff positions, limiting expenditures, and renegotiating collective bargaining agreements. c. The City has reached agreements with the City's bargaining units whereby the employees represented by said units agreed to status quo compensation for a period of two years, in order to reduce ongoing general fund budget deficits; effectively, employees represented by some of these bargaining units were subject to a salary freeze for a period of two years.

6. The Commission discussed the possibility of a reduction in compensation for the positions of Mayor and Council Member - which was, by no means, intended to be a commentary on performance - in light of the City's ongoing fiscal challenges. Upon consideration of various factors, including those described below, the Commission ultimately decided not to reduce the compensation.
a. The voters, in passing Charter Section 702, stated clearly that the compensation for Mayor and Councilmember should be $2,500 and $2,000 respectively. b. The voters included a limitation on the Commission's ability to increase compensation but did not include any language addressing or permitting a reduction in compensation.
c. State law, extended to the City of Santa Clara, does not allow for reduction of the Resolution/Mayor & Council Compensation
Rev: 11 /22/17

salary of an elected official during that official's current term of office. Any reduction of salary should be prospective in nature, applying only to the following term of the elected official.
d. The Commission did not wish to make a compensation decision that would be applicable to some, but not all, of the councilmembers equally. Therefore, there was no action taken that would be applicable only to those councilmembers elected in the 2024 election.
e. The current Salary Setting Commission will not take an action to set salaries in a manner that results in impairing the decision-making ability of future Salary Setting Commissions. Therefore, there was no action taken that would be applicable to Mayor and Councilmember positions beginning after the 2026 election (at which time all council districts would have been subject to an election for a new representative).
f. Given the scope of the projected budget deficit as compared with the total amount of annual compensation for these elected positions, a reduction in compensation would not make a meaningful impact on the City's fiscal outlook. g. The Commission observed that an amendment to the Charter language to clearly address the issue of a potential decrease in compensation would likely be helpful to future Commissions in the discharge of their duties.

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

1. That the salary of the position of Mayor shall remain at its current level ($2,500 per month) for the period July 1, 2023, to June 30, 2025.

2. That the salary of the position of Council Member shall remain at its current level ($2,000 per month) for the period July 1, 2023, to June 30, 2025.

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

Resolution/Mayor & Council Compensation
Rev: 11/22/17

3 0
0 0
Kumar, Sontag, and Lawson

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

AND ADOPTED BY THE SALARY SETTING COMMISSION, AT A SPECIAL MEETING THEREOF HELD ON THE 13th DAY OF MARCH, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Resolution/Mayor & Council Compensation
Rev: 11 /22/17
ATTEST:_M._V-~-~-.., -

MVKUMAR
CHAIR

RESOLUTION NO. 23-2

A RESOLUTION OF THE SALARY SETTING COMMISSION OF

THE CITY OF SANTA CLARA, CALIFORNIA, SETTING THE

SALARY FOR THE POSITION OF CITY CLERK FOR THE
PERIOD JULY 1, 2023, TO JUNE 30, 2025, INCLUSIVE,
PURSUANT TO CITY CHARTER SECTION 702 AND SANTA
CLARA CITY CODE SECTION 2.20.015
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, in accordance with City Charter Section 702, a Salary Setting Commission consisting of three qualified electors of the City was appointed by the Civil Service Commission, and commenced performance of its duties in February 2023; WHEREAS, pursuant to City Code Section 2.20.015, the Salary Setting Commission is charged with establishing the compensation of the elected position of City Clerk for the period commencing on July 1, 2023, and ending on June 30, 2025; WHEREAS, the Salary Setting Commission met during the months of February and March of 2023, during which time the compensation level for the position of City Clerk was discussed; WHEREAS, the Salary Setting Commission was presented with, and took into consideration, various data points including, but not limited to, the history of compensation received by the City Clerk, comparator agency salary levels, modification of the duties of the City Clerk under the Charter and the City Code, and City budget projections; and WHEREAS, the final decision of the Salary Setting Commission as to the compensation for the position of City Clerk, as set forth in this Resolution, is based upon the following:

1. Charter Section 903 sets forth generally the various duties of a City Clerk including attending Council meetings and maintaining the minutes of said meetings, maintaining the official contracts entered into by the City, acting as custodian of the City seal, and having charge of all City elections.

2. In July 2018, the City Council by ordinance (SCCC 2.20.020) reduced the scope of the elected City Clerk's duties to having charge of City elections and acting as custodian of Resolution - Salary Setting Commission/Salary of City Clerk Rev: 11 /22/17

the City seal; the remainder of the duties listed in the Charter were assigned to the Assistant City Clerk (SCCC 2.20.030).

3. The primary duty of the City Clerk is to manage (i.e., "have charge of') the City elections.

Because elections are generally held every two years, the Commission understands that the position will be subject to a biennial increase in time commitment. The Commission further understands that in non-election years, the time commitment associated with discharging the duties of the position will be minimal. Additionally, the Assistant City Clerk performs much of the work associated with the elections.

4. Concurrently with the reduction in scope of official duties of the City Clerk in 2018, the City Council also reduced the salary associated with the position to the sum of $2,000 per month, which is the same salary earned by Council Members.

5. In 2019, the Salary Setting Commission approved a decrease in the salary for the position of City Clerk to the sum of $1,500 per month, for the reasons set forth in Commission Resolution 19-3.

6. The City Clerk is not a "regular" employee of the City, subject to internal performance review. Rather, the City Clerk is elected by the voters of the City of Santa Clara; it is, therefore, solely within the purview of the voters to determine the quality of performance by the current office holder. Accordingly, the role of the Salary Setting Commission is to set the salary for the position of City Clerk, irrespective of the identity or performance of the current office holder.

7. The position of City Clerk is similar to that of Council Member in that it is an elected, part-time, executive-level position, and the office holder may hold separate full-time employment in addition to service in his/her elected position. However, unlike the position of Council Member, the City Clerk has no formal requirements for meeting attendance or other specific activities related to his/her City service.

8. At the current fully loaded rate of $2,125.05 per month, the total compensation for the Resolution - Salary Setting Commission/Salary of City Clerk Rev: 11 /22/17

position of City Clerk is below average current total compensation for the position in the two comparator agencies reviewed by the Commission.

9. The Commission appreciates the importance of the position of City Clerk as it relates to properly managing the City elections and strives to strike a balance between acting in a fiscally responsible manner, properly aligning compensation with the duties of the position, and attracting capable candidates for this important position.

10. The Salary Setting Commission reviewed and considered the short- and long-term budget projections provided by staff; the Commission strives to arrive at a prudent and fiscally responsible decision.
a. The Covid-19 pandemic has, among other things, drastically reduced available revenue sources, resulting in a present budget deficit in excess of $27 million, with the expectation of ongoing (albeit significantly smaller) budget deficits over the next several fiscal years.
b. To address these fiscal challenges, the City has taken measures such as instituting a hiring freeze, eliminating as-needed staff positions, limiting expenditures, and renegotiating existing collective bargaining agreements. c. The City has reached agreements with the City's bargaining units whereby the employees represented by said units agreed to status quo compensation for a period of two years, in order to reduce ongoing general fund budget deficits; effectively, employees represented by some of these bargaining units were subject to a salary freeze for a period of two years.

11. The Commission discussed the possibility of a reduction in compensation for the position of City Clerk - which was, by no means, intended to be a commentary on performance - in order to clearly communicate the Commission's opinion that salary reductions for all positions should be considered as a means to address the budget shortfall. Upon consideration of various factors - including timing of the reduction, key legal Resolution - Salary Setting Commission/Salary of City Clerk Rev: 11 /22/17

considerations, and the practical impact of such a reduction being negligible to the general fund - the Commission ultimately decided not to reduce the compensation.

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

1. That the salary for the position of City Clerk shall remain at its current levei ($1,500 per month) for the period July 1, 2023, to June 30, 2025, inclusive.

2. Effective date. This resolution shall become effective immediately. 1 HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED

ANO ADOPTED BY THE SALARY SETTING COMMISSION OF THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 29th DAY OF MARCH, 2023, BY THE FOLLOWING VOTE:

AVES: COMMISSIONERS:

NOES: COMMISSIONERS:

ABSENT: COMMISSIONERS:

ABSTAINED: COMMISSIONERS:

ATTEST: ___,__M_V........,,(.,....,,.,,.�=--=---=--=�----

MV KUMAR, CHAIR
Attachments incorporated by reference: None
Resolution - Salary Setting Commission/Salary of City Clerk Rev: 11 /22/17

SALARY SETTING COMMISSION

3 0
0 0
Kumar, Sontag, Lawson
RESOLUTION NO. 23-3

A RESOLUTION OF THE SALARY SETTING COMMISSION OF

THE CITY OF SANTA CLARA, CALIFORNIA, SETTING THE

COMPENSATION FOR THE POSITION OF CHIEF OF POLICE
FOR THE PERIOD JULY 1, 2023, TO JUNE 30, 2025,
INCLUSIVE, PURSUANT TO CITY CODE SECTION 2.80.015
AND CHARTER SECTION 702
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, in accordance with City Charter Section 702, a Salary Setting Commission consisting of qualified electors of the City was appointed by the Civil Service Commission, and commenced performance of its duties in February 2023;
WHEREAS, pursuant to City Code Section 2.80.015 and City Charter Section 702, the Salary Setting Commission is charged with establishing the compensation of the Chief of Police for the period commencing on July 1, 2023, and ending on June 30, 2025; WHERAS, the Salary Setting Commission met during the months of February through May of 2021, during which the compensation level for the position of Chief of Police was discussed; WHEREAS, the Salary Setting Commission was presented with, and took into consideration, various data points including, but not limited to, the history of compensation for the position of Chief of Police; comparator agency salary levels; comparisons of the positions of Chief of Police and Assistant Chief of Police under the City Charter, City Code, and job specifications; compensation levels for the position of Assistant Chief of Police; City budget projections; potential impacts upon decision-making of future commissions; and WHEREAS, the final decision of the Salary Setting Commission as to compensation for the Chief of Police, as set forth in this Resolution, is based upon the following:

1. In the 2000 special election, the voters passed Measure I, adding Section 701.1 to the City Charter, which imposed upon candidates for the office of Chief of Police a requirement to meet the minimum eligibility and qualification requirements imposed by state law upon candidates for the office of county sheriff.

Resolution - Salary Setting Commission/Compensation of Chief of Police Rev: 11/22/17

a. The minimum qualifications for the office of sheriff require only a California POST advanced certificate, and a combination of education (ranging from high school diploma to master's degree) and work experience (ranging from one to four years).
b. These Charter requirements are the only official substantive requirements for the position; because the position is elected, there exists no further job description or other requirement for seeking, or holding, the position of Chief of Police.

2. The Chief of Police, akin to a county sheriff, is elected by the voters of the City of Santa Clara; it is, therefore, solely within the purview of the voters to determine the quality of performance by the current office holder. Accordingly, the role of the Salary Setting Commission is to set the salary for the position of Chief of Police, irrespective of the identity, experience, or performance of the current office holder.

3. Unlike the other elected positions in the City, the position of Chief of Police is a full time regular employee of the City.

4. Currently, the salary level of $26,141 per month is approximately 3% lower than the average salary level for the position in the comparator agencies reviewed by the Salary Setting Commission. When taking into consideration medical and other benefits, the current total compensation is approximately 2% lower than the average total compensation paid by the comparator agencies.

5. Currently, the average salary of the two incumbents in the position of Assistant Chief of Police Salary is approximately $29,000, which is approximately 11 % higher than the current monthly salary for the position of Chief of Police. The Unit 9A Memorandum of Understanding ("MOU"), which covers the position of Assistant Chief of Police, expires in December 2023 and a successor MOU may result in a wage increase for that position.

The Salary Setting Commission is concerned about the potential consequences of continuation and exacerbation of compaction of the salaries for these two positions.

Resolution - Salary Setting Commission/Compensation of Chief of Police Rev: 11 /22/17

6. The next Salary Setting Commission will meet in early 2025 to again analyze the salary level for the position of Chief of Police. By that time, if the Assistant Chief of Police position receives a wage increase under the new MOU (and in light of the 10% maximum salary increase under Charter Section 702), the Salary Setting Commission may not be in a position to adequately or meaningfully address compaction.

7. The Salary Setting Commission reviewed and considered the short- and long-term budget projections provided by staff; the Commission strives to arrive at a prudent and fiscally responsible decision. The Commission does not believe that the salary increase granted to the position of Chief of Police will negatively impact, in any meaningful way, the City's financial position.

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

1. In accordance with Resolution 21-3 of the Salary Setting Commission, up to and including June 30, 2023, the monthly salary for the position of Chief of Police shall be $26, 141.00. For the period July 1, 2023, to June 30, 2025, inclusive, the monthly salary for the position of Chief of Police shall be increased by 10% for a new monthly salary of $28,755.00.

2. That for the period July 1, 2023, to June 30, 2025, inclusive, the position of the Chief of Police shall continue to receive benefits equivalent to those currently received by members of the Unclassified Police Management Unit (9A) under the Memorandum of Understanding set to expire on December 25, 2023.

3. That for the period July 1, 2023, to June 30, 2025, inclusive, any accrued leave balances held by the Chief of Police shall continue to be "frozen" as of the date he/she takes office (i.e., shall neither accrue increases in leave balances, nor be subject to decreases in those balances, during his/her term of elected office).

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

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTION PASSED Resolution - Salary Setting Commission/Compensation of Chief of Police Rev: 11 /22/17

3 0
1 0
Kumar, Sontag, Lawson
Humphries

AND ADOPTED BY THE SALARY SETTING COMMISSION OF THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 8th DAY OF MAY, 2023, BY THE FOLLOWING VOTE:

AYES: COMMISSIONERS:

NOES: COMMISSIONERS:

ABSENT: COMMISSIONERS:

ABSTAINED: COMMISSIONERS:

ATTEST:_M_-V ~---' -

MV KUMAR, CHAIR

SALARY SETTING COMMISSION
Attachments incorporated by reference: None
Resolution -Salary Setting Commission/Compensation of Chief of Police Rev: 11 /22/17

City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2023
Approved 6/6/2023
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual ACCOUNTING DIVISION MANAGER 109 9 80.131673 $ 13,889.49 $ 166,673.88 $ 103.698692 $ 17,974.44 $ 215,693.28 $ ASST BUILDING OFFICIAL 222 9 85.410288 $ 14,804.45 $ 177,653.40 $ 110.539731 $ 19,160.22 $ 229,922.64 $ ASST CITY ATTORNEY 015 9 99.266654 $ 17,206.22 $ 206,474.64 $ 128.467096 $ 22,267.63 $ 267,211.56 $ ASST CITY CLERK 010 9 66.393519 $ 11,508.21 $ 138,098.52 $ 85.920692 $ 14,892.92 $ 178,715.04 $ ASST CITY LIBRARIAN 012 9 86.493404 $ 14,992.19 $ 179,906.28 $ 111.934038 $ 19,401.90 $ 232,822.80 $ ASST CITY MANAGER 016 9 134.505115 $ 23,314.22 $ 279,770.64 $ 174.057404 $ 30,169.95 $ 362,039.40 $ ASST DIR OF COMMUNITY DEV 038 9 97.761288 $ 16,945.29 $ 203,343.48 $ 127.089346 $ 22,028.82 $ 264,345.84 $ ASST DIR OF ELECTRIC UTIL 021 9 117.181558 $ 20,311.47 $ 243,737.64 $ 151.648154 $ 26,285.68 $ 315,428.16 $ ASST DIR OF FINANCE 022 9 93.259731 $ 16,165.02 $ 193,980.24 $ 120.692365 $ 20,920.01 $ 251,040.12 $ ASST DIR OF HUMAN RESOURCES 018 9 93.259731 $ 16,165.02 $ 193,980.24 $ 120.692365 $ 20,920.01 $ 251,040.12 $ ASST DIR OF PUB WORKS/CITY ENG 071 9 102.845885 $ 17,826.62 $ 213,919.44 $ 133.098346 $ 23,070.38 $ 276,844.56 $ ASST DIR OF WATER & SEWER UTIL 014 9 92.307346 $ 15,999.94 $ 191,999.28 $ 119.466058 $ 20,707.45 $ 248,489.40 $ ASST FIRE CHIEF 024 9B 135.770596 $ 23,533.57 $ 282,402.84 $ 175.712019 $ 30,456.75 $ 365,481.00 $ ASST FIRE MARSHAL 026 9B 104.134962 $ 18,050.06 $ 216,600.72 $ 134.762885 $ 23,358.90 $ 280,306.80 $ ASST POLICE CHIEF 027 9A 141.537173 $ 24,533.11 $ 294,397.32 $ 183.163154 $ 31,748.28 $ 380,979.36 $ ASST TO THE CITY MANAGER 028 9 91.168154 $ 15,802.48 $ 189,629.76 $ 117.978346 $ 20,449.58 $ 245,394.96 $ AUDIT MANAGER 201 9 77.143788 $ 13,371.59 $ 160,459.08 $ 99.833077 $ 17,304.40 $ 207,652.80 $ BATTALION CHIEF 036 9B 112.191058 $ 19,446.45 $ 233,357.40 $ 145.180327 $ 25,164.59 $ 301,975.08 $ BATTALION CHIEF 24 HRS 036S 9BS 76.320453 $ 18,520.43 $ 222,245.16 $ 98.762143 $ 23,966.28 $ 287,595.36 $ BUDGET & TREASURY DIVISION MGR 113 9 80.131673 $ 13,889.49 $ 166,673.88 $ 103.698692 $ 17,974.44 $ 215,693.28 $ BUILDING MAINTENANCE MANAGER 041 9 70.962519 $ 12,300.17 $ 147,602.04 $ 91.834269 $ 15,917.94 $ 191,015.28 $ BUILDING OFFICIAL 042 9 93.956885 $ 16,285.86 $ 195,430.32 $ 121.588731 $ 21,075.38 $ 252,904.56 $ CEMETERY OPERATIONS MANAGER 045 9 56.745115 $ 9,835.82 $ 118,029.84$ 73.433827 $ 12,728.53 $ 152,742.36 $ CHIEF ASST CITY ATTORNEY 037 9 114.156346 $ 19,787.10 $ 237,445.20 $ 147.737192 $ 25,607.78 $ 307,293.36 $ CHIEF ELECTRIC UTILITY OFFICER 108 9 154.685885 $ 26,812.22 $ 321,746.64 $ 200.176615 $ 34,697.28 $ 416,367.36 $ CHIEF OPERATING OFFICER 311 9 154.685885 $ 26,812.22 $ 321,746.64 $ 200.176615 $ 34,697.28 $ 416,367.36 $ CITY ATTORNEY 060 Appointed 165.865385 $ 28,750.00 $ 345,000.00 $ CITY AUDITOR 067 9 93.259731 $ 16,165.02 $ 193,980.24 $ 120.692365 $ 20,920.01 $ 251,040.12 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 1 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2023
Approved 6/6/2023
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual CITY CLERK 063 Elected 1,500.00$ 18,000.00 $ CITY COUNCIL MEMBER CNCL Elected 2,000.00$ 24,000.00 $ CITY LIBRARIAN 066 9 108.105865 $ 18,738.35 $ 224,860.20 $ 139.902058 $ 24,249.69 $ 290,996.28 $ CITY MANAGER 069 Appointed 194.738654 $ 33,754.70 $ 405,056.40 $ 232.647058 $ 40,325.49 $ 483,905.88 $ COMMUNICATIONS & OUTREACH MGR 083 9 64.420327 $ 11,166.19 $ 133,994.28 $ 83.362327 $ 14,449.47 $ 173,393.64 $ COMMUNICATIONS OPERATIONS MGR 068 9 72.998077 $ 12,653.00 $ 151,836.00 $ 94.467288 $ 16,374.33 $ 196,491.96 $ COMPLIANCE MANAGER 081 9 65.434904 $ 11,342.05 $ 136,104.60 $ 84.675750 $ 14,677.13 $ 176,125.56 $ CONTRACTS MANAGER 342 9 72.132808 $ 12,503.02 $ 150,036.24 $ 93.340673 $ 16,179.05 $ 194,148.60 $ DEPUTY CITY ATTORNEY I 170 9 62.036192 $ 10,752.94 $ 129,035.28 $ 80.281038 $ 13,915.38 $ 166,984.56 $ DEPUTY CITY ATTORNEY II 172 9 72.375577 $ 12,545.10 $ 150,541.20 $ 93.664327 $ 16,235.15 $ 194,821.80 $ DEPUTY CITY CLERK 178 9 55.873673 $ 9,684.77 $ 116,217.24$ 72.313327 $ 12,534.31 $ 150,411.72 $ DEPUTY CITY MANAGER 079 9 100.287519 $ 17,383.17 $ 208,598.04 $ 129.774288 $ 22,494.21 $ 269,930.52 $ DEPUTY FIRE CHIEF 080 9B 123.427212 $ 21,394.05 $ 256,728.60 $ 159.739442 $ 27,688.17 $ 332,258.04 $ DEPUTY PARKS & REC DIRECTOR 175 9 81.040500 $ 14,047.02 $ 168,564.24 $ 104.875154 $ 18,178.36 $ 218,140.32 $ DEPUTY PUBLIC WORKS DIRECTOR 176 9 81.183635 $ 14,071.83 $ 168,861.96 $ 105.061904 $ 18,210.73 $ 218,528.76 $ DEVELOPMENT PROJECT MANAGER 158 9 81.178327 $ 14,070.91 $ 168,850.92 $ 105.052904 $ 18,209.17 $ 218,510.04 $ DEVELOPMENT REVIEW OFFICER 144 9 78.538154 $ 13,613.28 $ 163,359.36 $ 101.638269 $ 17,617.30 $ 211,407.60 $ DIRECTOR OF COMMUNITY DEVELOPM 090 9 118.849846 $ 20,600.64 $ 247,207.68 $ 153.808212 $ 26,660.09 $ 319,921.08 $ DIRECTOR OF FINANCE 087 9 118.613308 $ 20,559.64 $ 246,715.68 $ 153.496962 $ 26,606.14 $ 319,273.68 $ DIRECTOR OF HUMAN RESOURCES 088 9 109.344577 $ 18,953.06 $ 227,436.72 $ 141.501808 $ 24,526.98 $ 294,323.76 $ DIRECTOR OF INF TECHNOLOGY/CIO 089 9 112.830404 $ 19,557.27 $ 234,687.24 $ 146.020962 $ 25,310.30 $ 303,723.60 $ DIRECTOR OF PUBLIC WORKS 091 9 125.715750 $ 21,790.73 $ 261,488.76 $ 162.690923 $ 28,199.76 $ 338,397.12 $ DIRECTOR OF WTR & SEWER UTILS 102 9 113.944673 $ 19,750.41 $ 237,004.92 $ 147.452654 $ 25,558.46 $ 306,701.52 $ ELEC DIV MGR - ENGINEERING 104Q 9 96.838962 $ 16,785.42 $ 201,425.04 $ 125.329788 $ 21,723.83 $ 260,685.96 $ ELEC DIV MGR - GENERATION 104R 9 96.838962 $ 16,785.42 $ 201,425.04 $ 125.329788 $ 21,723.83 $ 260,685.96 $ ELEC DIV MGR - OPERATIONS 104P 9 96.838962 $ 16,785.42 $ 201,425.04 $ 125.329788 $ 21,723.83 $ 260,685.96 $ ELEC DIV MGR - SUBSTATIONS 104M 9 96.838962 $ 16,785.42 $ 201,425.04 $ 125.329788 $ 21,723.83 $ 260,685.96 $ ELEC DIV MGR - TRANSM, DISTRIB 104S 9 96.838962 $ 16,785.42 $ 201,425.04 $ 125.329788 $ 21,723.83 $ 260,685.96 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 2 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2023
Approved 6/6/2023
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual ELEC DIV MGR-MKT A & P 107F 9 96.838962 $ 16,785.42 $ 201,425.04 $ 125.329788 $ 21,723.83 $ 260,685.96 $ ELEC DIVISION MANAGER 104 9 96.838962 $ 16,785.42 $ 201,425.04 $ 125.329788 $ 21,723.83 $ 260,685.96 $ ELEC PROGRAM MANAGER 424 9 84.215135 $ 14,597.29 $ 175,167.48 $ 108.977308 $ 18,889.40 $ 226,672.80 $ ELEC UTIL CHIEF OPER OFFICER 116 9 128.902846 $ 22,343.16 $ 268,117.92 $ 166.818000 $ 28,915.12 $ 346,981.44 $ ELEC UTIL RISK CONTROL ANALYST 697 9 75.419481 $ 13,072.71 $ 156,872.52 $ 97.604596 $ 16,918.13 $ 203,017.56 $ EMERGENCY SERVICES OFFICER 106 9 87.663635 $ 15,195.03 $ 182,340.36 $ 113.440442 $ 19,663.01 $ 235,956.12 $ ENVIRONMENTAL PROGRAMS MGR 461 9 65.434904 $ 11,342.05 $ 136,104.60 $ 84.675750 $ 14,677.13 $ 176,125.56 $ EXECUTIVE ASSISTANT 187 9 55.033327 $ 9,539.11 $ 114,469.32$ 71.217808 $ 12,344.42 $ 148,133.04 $ FIELD FOREPERSON 114 9 79.253942 $ 13,737.35 $ 164,848.20 $ 102.559558 $ 17,776.99 $ 213,323.88 $ FIRE CHIEF 117 9B 147.659538 $ 25,594.32 $ 307,131.84 $ 191.078769 $ 33,120.32 $ 397,443.84 $ FIRE MARSHAL 120 9B 112.190423 $ 19,446.34 $ 233,356.08 $ 145.176346 $ 25,163.90 $ 301,966.80 $ FLEET MANAGER 034 9 67.613596 $ 11,719.69 $ 140,636.28 $ 87.495577 $ 15,165.90 $ 181,990.80 $ HOUSING & COMM SVC DIV MGR 075 9 81.252115 $ 14,083.70 $ 169,004.40 $ 105.155308 $ 18,226.92 $ 218,723.04 $ HOUSING DEVELOPMENT OFFICER 749 9 63.810288 $ 11,060.45 $ 132,725.40 $ 82.578000 $ 14,313.52 $ 171,762.24 $ HUMAN RESOURCES DIV MGR 139 9 80.131673 $ 13,889.49 $ 166,673.88 $ 103.698692 $ 17,974.44 $ 215,693.28 $ INFORMATION TECHNOLOGY SVC MGR 112 9 75.207808 $ 13,036.02 $ 156,432.24 $ 97.318269 $ 16,868.50 $ 202,422.00 $ INSPECTION MANAGER 134 9 80.480250 $ 13,949.91 $ 167,398.92 $ 104.159308 $ 18,054.28 $ 216,651.36 $ LEGAL EXECUTIVE ASSISTANT 185 9 55.033327 $ 9,539.11 $ 114,469.32$ 71.217808 $ 12,344.42 $ 148,133.04 $ LIBRARY DIV MGR -SUPPORT SVCS 127G 9 67.563808 $ 11,711.06 $ 140,532.72 $ 87.445788 $ 15,157.27 $ 181,887.24 $ MANAGEMENT ANALYST 008 9 55.873673 $ 9,684.77 $ 116,217.24$ 72.313327 $ 12,534.31 $ 150,411.72 $ MAYOR MAYOR Elected 2,500.00$ 30,000.00 $
MUNICIPAL SERVICES DIV MGR 110 9 80.131673 $ 13,889.49 $ 166,673.88 $ 103.698692 $ 17,974.44 $ 215,693.28 $ PARK MAINT & OPERATIONS SUPERV 131 9 66.785712 $ 11,576.19 $ 138,914.28 $ 86.418692 $ 14,979.24 $ 179,750.88 $ PARKS & RECREATION DIRECTOR 132 9 110.172462 $ 19,096.56 $ 229,158.72 $ 142.566231 $ 24,711.48 $ 296,537.76 $ PARKS CONST, MTC & REPAIR MGR 130 9 66.785712 $ 11,576.19 $ 138,914.28 $ 86.418692 $ 14,979.24 $ 179,750.88 $ PERFORMANCE AUDITOR I 203 9 46.561385 $ 8,070.64 $ 96,847.68 $ 60.261115 $ 10,445.26 $ 125,343.12 $ PERFORMANCE AUDITOR II 204 9 55.873673 $ 9,684.77 $ 116,217.24$ 72.313327 $ 12,534.31 $ 150,411.72 $ PLAN REVIEW MANAGER 629 9 81.345462 $ 14,099.88 $ 169,198.56 $ 105.261115 $ 18,245.26 $ 218,943.12 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 3 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2023
Approved 6/6/2023
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual PLANNING MANAGER 072 9 84.831346 $ 14,704.10 $ 176,449.20 $ 109.780269 $ 19,028.58 $ 228,342.96 $ POLICE CAPTAIN 138 9A 134.809558 $ 23,366.99 $ 280,403.88 $ 174.454212 $ 30,238.73 $ 362,864.76 $ POLICE CHIEF 141 Elected 28,755.00$ 345,060.00 $ POLICE RECORDS MANAGER 647 9 57.554365 $ 9,976.09 $ 119,713.08$ 74.485788 $ 12,910.87 $ 154,930.44 $ POWER SYSTEM SCHEDULER/TRADER 674 9 72.226212 $ 12,519.21 $ 150,230.52 $ 93.471346 $ 16,201.70 $ 194,420.40 $ POWER TRADER 673 9 92.307346 $ 15,999.94 $ 191,999.28 $ 119.466058 $ 20,707.45 $ 248,489.40 $ PRINCIPAL ACCOUNTANT 148 9 72.132808 $ 12,503.02 $ 150,036.24 $ 93.340673 $ 16,179.05 $ 194,148.60 $ PRINCIPAL ELECTRIC UTILITY ENG 145 9 92.238865 $ 15,988.07 $ 191,856.84 $ 119.366423 $ 20,690.18 $ 248,282.16 $ PRINCIPAL ENG - WATER & SEWER 142W 9 89.437673 $ 15,502.53 $ 186,030.36 $ 115.743635 $ 20,062.23 $ 240,746.76 $ PRINCIPAL ENG/CITY SURVEYOR 140 9 93.909692 $ 16,277.68 $ 195,332.16 $ 121.532654 $ 21,065.66 $ 252,787.92 $ PRINCIPAL ENGINEER 142 9 89.437673 $ 15,502.53 $ 186,030.36 $ 115.743635 $ 20,062.23 $ 240,746.76 $ PRINCIPAL FINANCIAL ANALYST 149 9 72.132808 $ 12,503.02 $ 150,036.24 $ 93.340673 $ 16,179.05 $ 194,148.60 $ PRINCIPAL PLANNER 143 9 72.132808 $ 12,503.02 $ 150,036.24 $ 93.340673 $ 16,179.05 $ 194,148.60 $ PRINCIPAL POWER ANALYST 154 9 72.132808 $ 12,503.02 $ 150,036.24 $ 93.340673 $ 16,179.05 $ 194,148.60 $ PRINCIPAL UTIL INFO SYSTEM MGR 146 9 92.307346 $ 15,999.94 $ 191,999.28 $ 119.466058 $ 20,707.45 $ 248,489.40 $ PUBLIC INFORMATION OFFICER 077 9 87.663635 $ 15,195.03 $ 182,340.36 $ 113.440442 $ 19,663.01 $ 235,956.12 $ PUBLIC RECORDS MANAGER 082 9 55.873673 $ 9,684.77 $ 116,217.24$ 72.313327 $ 12,534.31 $ 150,411.72 $ PURCHASING DIVISION MANAGER 147 9 77.143788 $ 13,371.59 $ 160,459.08 $ 99.833077 $ 17,304.40 $ 207,652.80 $ RECREATION MANAGER 150 9 72.817500 $ 12,621.70 $ 151,460.40 $ 94.230750 $ 16,333.33 $ 195,999.96 $ RISK MANAGER 700 9 77.143788 $ 13,371.59 $ 160,459.08 $ 99.833077 $ 17,304.40 $ 207,652.80 $ SR DEPUTY CITY ATTORNEY 161 9 76.932115 $ 13,334.90 $ 160,018.80 $ 99.565442 $ 17,258.01 $ 207,096.12 $ SR ELEC DIV MGR 173 9 106.518519 $ 18,463.21 $ 221,558.52 $ 137.860327 $ 23,895.79 $ 286,749.48 $ SR ELEC DIV MGR-MKT A&P 174A 9 106.518519 $ 18,463.21 $ 221,558.52 $ 137.860327 $ 23,895.79 $ 286,749.48 $ SR INFORMATION TECH SVCS MGR 743 9 82.409942 $ 14,284.39 $ 171,412.68 $ 106.649250 $ 18,485.87 $ 221,830.44 $ SR MANAGEMENT ANALYST 742 9 61.460885 $ 10,653.22 $ 127,838.64 $ 79.544481 $ 13,787.71 $ 165,452.52 $ SR PERFORMANCE AUDITOR 202 9 65.434904 $ 11,342.05 $ 136,104.60 $ 84.675750 $ 14,677.13 $ 176,125.56 $ SR POWER SYSTEM SCHEDLR/TRADER 772 9 77.629327 $ 13,455.75 $ 161,469.00 $ 100.467981 $ 17,414.45 $ 208,973.40 $ STREET SUPERINTENDENT 159 9 73.801038 $ 12,792.18 $ 153,506.16 $ 95.513077 $ 16,555.60 $ 198,667.20 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 4 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 7/1/2023
Approved 6/6/2023
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual TRANSPORTATION MANAGER 171 9 90.253154 $ 15,643.88 $ 187,726.56 $ 116.801827 $ 20,245.65 $ 242,947.80 $ UTILITY BUSINESS SYSTEMS MGR 898 9 72.014538 $ 12,482.52 $ 149,790.24 $ 93.191250 $ 16,153.15 $ 193,837.80 $ UTILITY OPERATIONS ENGINEER 155 9 76.023288 $ 13,177.37 $ 158,128.44 $ 98.376462 $ 17,051.92 $ 204,623.04 $ WATER & SEWER OPERATIONS MGR 180 9 74.722327 $ 12,951.87 $ 155,422.44 $ 96.708231 $ 16,762.76 $ 201,153.12 $ WATER & SEWER SUPERINTENDENT 029 9 67.563808 $ 11,711.06 $ 140,532.72 $ 87.445788 $ 15,157.27 $ 181,887.24 $ WEB & DIGITAL MEDIA MANAGER 073 9 64.420327 $ 11,166.19 $ 133,994.28 $ 83.362327 $ 14,449.47 $ 173,393.64 $ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 5 of 5 Resolution/Update Unclassified_Elected Salary Plan (eff 7-1-2023) Page 1 of 2 Rev: 11/22/17
RESOLUTION NO. 23- _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

TO ADOPT THE AMENDED UNCLASSIFIED/ELECTED SALARY

PLAN FOR THE POSITION OF POLICE CHIEF WITH AN
APPROVAL DATE OF JUNE 6, 2023

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

WHEREAS, the City of Santa Clara contracts with CalPERS to provide ret irement benefits; WHEREAS, to comply with the California Code Regulations section 570.5, t he City of Santa Clara shall among other things, have salary plans approved and adopted by the City Council; and indicate an effective date and date of any revisions; WHEREAS, the Salary Setting Commission adopted a resolution setting an increased salary level for the position of Police Chief, pursuant to its authority under SCCC 2.80.015; WHEREAS, as required by the California Code Regulations section 570.5 and as mandated by CalPERS, the City Council deems it to be in the best interests of the City to adopt the Amended Unclassified/Elected Salary Plan for the position of Police Chief to align with the action taken by the Salary Setting Commission, with an approval date of June 6, 2023 and an effective date of July 1, 2023.

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

1. That the City hereby adopts the Amended Unclassi fied/Elected Salary Plan for the Police Chief position.
//
//
//
//
//
//
Resolution/Update Unclassified_Elected Salary Plan (eff 7-1-2023) Page 2 of 2 Rev: 11/22/17
//

2. Effective date. In accordance with the California Code Regulations section 570.5 and to comply with CalPERS, the revised Unclassified/Elected Salary Plan shall be effective July 1, 2023 and adopted with an approval date of June 6, 2023.

I HEREBY CERTIFY THE FOREGOING TO BE A TRUE COPY OF A RESOLUTIO N 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:

1. Unclassified_Elected Salary Plan (effective 7-1-2023) approved 6-6-2023

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-775 Agenda Date: 6/27/2023

REPORT TO COUNCIL

SUBJECT
Action on a Written Petition (Council Policy 030), Submitted by Adam Thompson Requesting to Place an Agenda Item on a Future Council Meeting to Request that Council Reconsider the El Camino Real Specific Plan Committee Membership

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
Council Policy 030 - Adding an Item on the Agenda (Attachment 1) sets forth the procedure for written petitions. Any member of the public may submit a written request raising any issue or item within the subject matter jurisdiction of the Council. Per the policy, the written request will be submitted on the agenda, in the form substantially provided by the requestor, without any staff analysis, including fiscal review, legal review and policy review. If a simple majority of the City Council supports further study of the request, then a full staff analysis shall be prepared within thirty (30) days, unless otherwise directed by the City Council.

DISCUSSION
The City Clerk’s Office received a Written Petition on May 17, 2023, from Adam Thompson, requesting to place an agenda item on a future council meeting to request that Council reconsider the El Camino Real Specific Plan Committee membership (Attachment 2).

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

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 report to council 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.

ALTERNATIVES

1. Set a future Council meeting date to take action on the Written Petition received.

2. Take no action.

3. Any other City Council Action, as determined by the City Council.

City of Santa Clara Printed on 6/22/2023Page 1 of 2
powered by Legistar™
23-775 Agenda Date: 6/27/2023

RECOMMENDATION
Staff makes no recommendation.

Reviewed by: Nora Pimentel, Assistant City Clerk
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Policy and Procedure 030 - Adding an Item on the Agenda

2. Written Petition submitted by Adam Thompson dated May 17, 2023 City of Santa Clara Printed on 6/22/2023Page 2 of 2
powered by Legistar™
RESOLUTION NO. 20-8895

A RESOLUTION OF THE CITY OF SANTA CLARA,
CALIFORNIA TO REPEAL RESOLUTION NO. 20-8809,
AMEND
COUNCIL POLICY 030 ENTITLED "ADDING AN ITEM
ON THE AGENDA," AND APPROVE THE COUNCIL ITEM

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

WHEREAS, amending the policy on adding an item on the agenda to establish a clear, effective and easily understood process for members of the City Council and the public to have items within the jurisdiction of the City Council placed on a meeting agenda; WHEREAS, the amended version of the Adding an Item on the Agenda policy expands on the current policy language by clearly stating that, when a written request is first considered, discussion should be limited to whether an item should be added to an agenda and a date, not the merit of the item; and,
WHEREAS, the amended Adding an Item on the Agenda policy, attached hereto as Attachment 1, includes a Council Item Request Form for the City Council's use when requesting an item for inclusion on a Council meeting agenda and adds the procedure for written requests from members of the City Council.

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

1. That Resolution No. 20-8809 is hereby rescinded in its entirety.

2. That amended Council Policy 030 entitled "Adding an Item on the Agenda" with the Council Item Request Form, attached hereto as Attachment 1, is hereby approved and adopted, and the City Manager is directed to number (and renumber, as appropriate) the Council Policy Manual such that they are organized in a logical fashion.

II
II
II
Resolution/Amending Adding an Item on the Agenda Policy and Approving Council Item Request Form Page 1 of 2 Rev: 11 /22/17

3. 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 27rH DAY OF OCTOBER, 2020, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments incorporated by reference:

Chahal, Davis, Hardy, O'Neill, and Watanabe,
and Mayor Gillmor
None
None
None ---

ORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

1. Council Policy 030 entitled "Adding an Item on the Agenda" Resolution/Amending Adding an Item on the Agenda Policy and Approving Council Item Request Form Page 2 of 2 Rev: 11 /22/17
City of
Santa Clara
City of Santa Clara
Council Policy Manual
The Center of What's Possible

PURPOSE
POLICY

ADDING AN ITEM ON THE AGENDA
To establish a clear, effective, and easily understood process for members of the City Council and the public to have items, within the jurisdiction of the City Council, placed on the City Council agenda for consideration.

Members of the City Council:

The Mayor or any individual Councilmember may submit a written request by using the Council Item Request Form to the City Manager's Office for inclusion of an item on a City Council agenda, provided the request is received two (2) days prior to the public release of the agenda packet. At the meeting where the request is heard, discussion should be limited to whether the item should be added to an agenda and a date, not the merit of the item.

Referral from a Council Committee:

Council Committees may submit a written request to the City Manager's Office for inclusion of an item on a City Council agenda, provided the request is received two (2) days prior to the public release of the agenda packet. ·
Council Committees may bring forward a recommendation to the full City Council by way of the Committee minutes, which are typically prepared within three weeks following the Committee meeting.

Items Referred During a Council Meeting:

By Council action, an item may be referred to the City Manager for inclusion on a City Council agenda. If the request requires further study of the item from staff, a full analysis shall be prepared at the direction of the City Manager with at least thirty (30) calendar days prior to the meeting, unless otherwise directed by the City Council. If the request requires more than thirty (30) calendar days to prepare, status updates will be provided to the City Council every sixty (60) days as an informational memo.

Revised 10/27/2020
Resolution No. 20-8895
CP 030 Page 1 of 3
City of
Santa Clara
City of Santa Clara
Council Policy Manual
The Center of What's Possi ble

PROCEDURE

FOR WRITTEN

PETITIONS

ADD ING AN ITEM ON THE AGENDA
Written Petitions and Public Presentations:

Any member of the public may submit a written request raising any issue or item within the subject matter jurisdiction of the City Council to be heard under the "Written Petition" section of the City Council's regular agenda within two (2) Council meetings after received. After the initial Written Petition is placed on the agenda, a majority vote of the City Council may add the item to a future Council meeting for action. Any member of the public may address the City Council under the "Public Presentations" section of the agenda. If the presentation includes a request of the Council, a majority vote of the City Council may refer the item to the City Manager to be properly added to a future meeting, in compliance with the Brown Act.

1. All requests to address the City Council shall be submitted in writing.

Written Petition forms are available for the petitioner's convenience on the City's website and in the City Manager's Office, City Clerk's Office, and the Mayor and Council Offices. Alternatively, an email may be submitted to [email protected] .

2. Once the Written Petition is received by the City Clerk's Office, it should immediately be forwarded to the City Manager for placement on an agenda within two (2) Council meetings after receipt of the original request from the City Clerk's Office. All written material (request and any support material) will be submitted on the agenda in the form substantially provided by the requester without any staff analysis, including fiscal review, legal review and policy review, until the City Council has had the opportunity to provide direction to the City Manager.

3. At the meeting where the item is first considered, if a majority of the City Council supports further study of the item, then a full staff analysis shall be prepared within thirty (30) days, unless otherwise directed by the City Council. Discussion should be limited to whether an item should be added to an agenda and a date, not the merit of the item.

Revised 10/27/2020
Resolution No. 20-8895
CP 030 Page 2 of 3
City of
Santa Clara
City of Santa Clara
Council Policy Manual
The Center of What's Possible

PROCEDURE

FOR WRITTEN

REQUESTS

FROM CITY

COUNCIL

ADD ING AN ITEM ON THE AGENDA

1. Members of the City Council shall use the Council Item Request Form to submit a written request for inclusion of an item on a future City Council agenda.

2. Once the Council Item Request Form is received by the City Clerk's Office, it should immediately be forwarded to the City Manager for placement on an agenda within two (2) Council meetings after receipt of the original request from the City Clerk's Office. All written material (Council Item Request Form and any support material) will be submitted on the agenda in the form substantially provided by the requester without any staff analysis, including fiscal review, legal review and policy review, until the City Council has had the opportunity to provide direction to the City Manager.

3. At the meeting where the item is first considered, if a majority of the City Council supports further study of the item, then a full staff analysis shall be prepared within thirty (30) days, unless otherwise directed by the City Council. Discussion should be limited to whether an item should be added to an agenda and a date, not the merit of the item.

Attachments: Council Item Request Form
Revised 10/27/2020
Resolution No. 20-8895
CP 030 Page 3 of 3
City of
Santa Clara
The Ce nter of What's Possi ble

COUNCIL ITEM REQUEST FORM
The Council Item Request Form is for members of the City Council to submit written requests to the City Manager's Office for inclusion of an item on a future City Council meeting agenda. At the meeting where the initial written request is heard, discussion should be limited to whether the item should be added to an agenda and a date, not the merit of the item. A majority vote of the City Council is required for the item to be added to future Council meeting agenda for action.

CONTACT INFORMATION
Requesting Member of City Council --------------------
Contact E-mail ___________________________ _
Contact Phone _ ____ ______________________ _
Today's Date ____________________________ _

WRITTEN REQUEST
I, __________________ , hereby request that the following item be placed on the City of Santa Clara Council and Authorities Concurrent meeting agenda:

Reference: Council Policy 030 - Adding an Item on the Agenda Resolution No. 20-8895
City of
Santa Clara
The Center of What's Possible

CITY COUNCIL WRITTEN PETITION

RECEIVED
MAY 1 7 2023
City Clerk's Office
City of Santa Clara.,
Please provide the information requested below. When complete, please submit to the City Clerk's Office, 1500 Warburton Avenue, Santa Clara, CA 95050.

Date: __ 5_-1_7_-_2_02_3 ___ _
Adam Thompson I, __________________ , am hereby requesting to be placed on the Santa Clara City Council Agenda for the following purpose:

The City Council has requested the planning department to revise the El Camino Real Specific Plan to better align with a community vision. The planning department has reached out to the original committee members to see if there is interest in participating in the revision process.

There are multiple committee members on the list below that have a vested interest in the outcome of the plan, creating a potential conflict of interest by a lobbyist group.

The City Council and Mayor have expressed the importance of transparency while conducting city business and this seems like an over-site that needs to be corrected.

I am requesting that the City Council reconsider the following committee members for the following reasons . *Please see attached materials to support request.

I understand that it is important that I attend the meeting in the event there are any questions the Council wishes to ask me.

Signed:

NAME: _______ A_d_a_m_T_ho_m_p_so_n ___ _
1464 Lexington St ADDRESS: ______________ _
Street
Santa Clara 95050
City Zip Code
TELEPHONE:* ___ (4_0_8)_7_3_1_-_0_20_3 ____ _
Optional
DATE: 5/17/2023
------------------ ..
*NOTE: This is a public document. If your telephone number is unlisted or if you do not want it to be public, please provide an alternate number where you can be reached.

S:\CityClerk\FORMS AND INFORMATION FOR STAFF USE\Written Petition Form - 2016.doc Building Industry Association (BIA) – Organization funded and made up of developers and contractors
Silicon Valley Leadership Group – This group has taken money from recent developers in the city for support of said project. Attached document supporting this information.

Commercial Real Estsate Development Associate (NAIOP) – Pat Sausedo is currently a registered lobbyist in the city.

Attachment #1
Silva
BAY AREA i
07000-Ml t<:ExpenHt
Ml1,;, Devt lop Ex.p
Sill
Sill
ChKI<
Sill
Sill
Sill
Sill
Sill
Bill
Bill
8111
Bill
Bill
Total Mitt:. DovelopExp
Ml ■ e. Trav 1 IExpen ■ 1 ■
Patricia
pencer
Tia
Tony
Smith Corey
0111812018
02114'2018
05101/2018
10/29i2018
1()'3(1(2018
01122/2019
0312812019
03/28/2019
09/11/2019
10/22/2019
01/01/2020
09/21/2020
10/26/2020
10/26/2020
01/01/2021
om212021
02/22'2021
Executive Comm ittee
"' ......
" "20
Sanll!Clare()uttNl;h
"°""""'"" ,.,., ,.,.,
Sponsorship
Gold Sponsor
16816
Gold Sponsor
FPPC#1266738
FPPC# : 1429862
17392
JanR11irnb
J&nRelrnb
Kelley Stough
Charr
Lennar Homes
Bob Clover
Executive Officer
BIA I Bay Area
ToNCDn:IENAdepcMit.18qUW8dt,yCilyofsanta
OldRepublJC TilleCofflP9f\ Cily~S.ni.o .... r.el'9l)Ot1 l<emMooJ• ~of50 propoMd sludllnlhoo4ing~
Mtu,onCilyCOl'IVnunity Fl conribulion
Frenk M. Rapopol1 S.nta Oare Outruc:t, c;o&tt
Santa Clara Parade of Cha Sponsorship - Santa Clara Parade ol ChampClf1! Mi$SiotlCityCornrnunity f l Sponsorannua l ctiarilyd innerdance Silicon Valley Leadersnlp C 2020 Member-snip feet $4.500 • $500 for ticket I MlulonCl1yCornrnunl!yFl GoldSponsorship
SantaClara' s PoliceOfl ice Contribution
Committee to Save Callfal1 Contribu!lon
SIiicon Vaiiey Leadership( 2021 Membershlp fees$4.500+$5001ortleketl Chris Shay Annual Lobby i ■ t license - Santa Clara
cnn, Shay Contribution - Affordable Housing - SV@Home

10.00 55000
20000

5.00000
,.,oo

1.50000

5.00000
1000000
2,500.00
5,000.00

5.000.00
5,000.00
5,000.00

5.000.00
5,000.00
74S.OO
500.00
56,595.00
Patricia Sausedo
HMH Engineer ing
Housing Action Coalition

0.00 Emily Boyd Todd Callahan
Vice Chair• Builders Secretary/Treasurer
Brookfield Residential Toll Brothers
Deana Vidal Vince McCarr ie
Vice Chair• Associates Immediate Past Chair
John Burns Real Estate DR Horton
Consulti ng

10.00 1290 3.534247
560.00 1263 3.460274
76000 1187 3.252055
5,760.00 1006 2.756164

6.350.00 1005 2.753425
7,650.00 921 2.523288
12,85000 856 2.345205
22650 .00 856 2.345205
25,350.00 689 1.887671

30.350.00 648 1.775342
35,350.00 577 i. 580822
40,350.00 313 0.857534
45,350.00 278 0.761644

50.350.00 278 0.761644
55,350 00 211 0.578082
56,095.00 159 0.435616
56,595.00 159 0.435616
56,595.00
Contract
usmess rgamza 10n
Business/Organization
Business/Organi zation
Business/Organization

9.05 483.60
161.85
3,264.31
384.70
876.23
2,667.72
5 335.44
1,027.02
1,911.05
i.670.24 j
846.16
744.84
744.84
555.76
I

61.58 41.33
General Email to
[email protected] (previous
Greenbe lt Alliance contact Kiyomi Yamamoto left)
Building Industry Association (BIA) Denn is Mart in
Chamber of Commerce
Silicon Valley Bicycle Coalition
Silicon Valley Leadership Group
Commercial Real Estate
Development Associate ( AIOP)
Silicon Valley @ Home
Santa Clara Resident
Santa Clara Resident
Korean-American Chamber of
Commerce of Silicon Valley
Old Q ad Resident Associat ion
Santa Clara Resident
Santa Clara Resident
Santa Clara Resident
Santa Clara Resident
Histor ical and landmarks
Commission
Senior Advisory Committee
General Email to
[email protected] and
[email protected] (previous
contact Domar ina Ebrahim i left)
Diana Crumedy
General Email to [email protected]
(previous contact Vince Rocha left)
Pat Sausedo
Mathew Reed
Vikas Gupta
Mar ie Mayer
Ken Kim
Adam Thompson
Howard Mye rs
Megan Mujush i
Shant i Dickson
Richard Bonito
Ana Vargas-Smith
Nancy Toledo
Attachment #2
ORDINANCE NO. 1949

AN ORDINANCE OF THE CITY OF SANTA CLARA,
CALIFORNIA, ADDING CHAPTER 2.155 ("REGULATION
OF LOBBYING ACTIVITIES") TO TITLE 2
("ADMINISTRATION AND PERSONNEL") OF "THE CODE
OF THE CITY OF SANTA CLARA, CALIFORNIA"
BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, the citizens of Santa Clara have a right to know the identity of interests which attempt to influence decisions of City government, as well as the means employed by those interests; WHEREAS, complete public disclosure of the full range of activities by and financing oflobbyists and those who employ their services is essential to the maintenance of citizen confidence in the integrity of City government;
WHEREAS, it is in the public interest to ensure that lobbyists do not misrepresent facts, their positions or attempt to deceive a City official through false communications; do not place a City official under personal obligation to themselves or their clients; and do not represent that they can control the actions of any City official; and,
WHEREAS, it is in the public interest to adopt this chapter to ensure adequate and effective disclosure of info1mation about efforts to lobby City government.

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

SECTION 1: That Chapter 2. l 55("Regulation of Lobbying Activities") of Title 2 ("Adrninistrntion and Personnel") of"The Code of the City of Santa Clara, California" ("SCCC") is added to read as follows:

Ordinance/Regulation of Lobbying Activities Page 1 of 13 Sections:

2.155.010

2.155.020

2.155.030

2.155.040

2.155.050

2.155.060

2.155.070

2.155.080

2.155.090

2.155.100

2.155.110

2.155.120

2.155.130

2.155.140

2.155.150

2.155.160

2.155.170

2.155.010
"CHAPTER 2.155

REGULATION OF LOBBYING ACTIVITIES
Interpretation.

Definitions.

Registration.

Annual registration renewal.

Termination of lobbyist status.

Active status.

Registration fees.

Required registration information.

Semi-annual repmts.

Records retention.

Lobbyist identification.

Prohibitions.

Gifts.

Enforcement.

Injunction.

Practice restrictions.

Exemptions.

Interpretation.

Unless the term is specifically defined in this chapter or the contrary is stated or clearly appears from the context, the definitions set forth in Government Code Sections 81000 et seq., shall govern the interpretation of this Chapter.

2.155.020 Definitions.

For the purposes of this Chapter, the following definitions shall be applicable:
(a) "Activity expense" means any payment made by a lobbyist to or directly benefiting any City official, City official-elect or member of his or her immediate family. Activity expenses include gifts, honoraria, consulting fees, salaries and any other form of compensation, but do not include campaign contributions.

Ordinance/Regulation of Lobbying Activities Page 2 of 13 (b) "Administrative action" means the proposal, drafting, development, consideration, advocacy or recommendation of any rule, regulation, agreement or contract, pennit, license or hiiing action .
( c) "City official" means any public official, legislative staff member or City employee who participates in the consideration of any legislative or administrative action other than in a purely clerical, secretarial or ministerial capacity. It shall also include any City boai·d or commission member, or City representative to any joint powers authority to which the City is a patty, and any consultant to the City.
( d) "Client" means a person who is represented by a lobbyist. ( e) "Compensation" includes, but is not limited to, money of any denomination or origin; goods or services or anything of value, delivered or rendered; or promises to perform or provide services or contractual anangements or awards.
(f) "Gift" means gift as defined in the California Political Refo1m Act, Government Code Section 81000 et seq., as amended from time to tim_e.
(g) "Influencing" means the purposeful communication, either directly or through agents, promoting, supp01ting, modifying, opposing, causing the delay or abandonment of conduct, or otherwise intentionally affecting the behavior of a City official or official-elect, by any means, includin g, but not limited to, providing or using persuasion, infomiation, incentives, statistics, studies or analyses; excepted from this definition is communication made as a part of a noticed governmental public meeting.
(h) "Legislative action" means the drafting, introduction, consideration, modification, enactment or defeat of any resolution, ordinance, amendment thereto, report, nomination or other action of the Mayor, City Council, Santa Clara Stadium Authority, City of Santa Clara Housing Ordinance/Regulation of Lobbying Activities Page 3 of 13 Authority, any other joint powers authority of which the City is a party, or City board or commission, acting in its official capacity .
(i) "Lobbying" is the influencing or attempting to influence a legislative or administrative action of the City.

U) "Lobbyist," unless exempt under Subsection 4 hereunder, means:
(1) Contract lobbyist. A person who engages in lobbying on behalf of one (1) or more clients (acting individually or through agents, associates, employees or contractors) and who has received or has entered into an agreement for compensation of one thousand dollars ($1,000 .00) or more, or equivalent non-monetary compensation ("threshold compensation") for engaging in lobbying during any consecutive three (3) month period; (2) Business or organization lobbyist. Any business or organization, whose owner(s), officer(s) or employee(s) cany out lobbying on its behalf, in an aggregate amow1t of ten (10) hours or more within any consecutive twelve (12) month period, whether or not such of~cers or employees are specifically compensated to engage in lobbying; provided that the activities of officers shall be considered lobbying only if those officers receive compensation by the business or organization beyond reimbursement for their reasonable travel, meals or incidental expenses; or, (3) Expenditure lobbyist. A person who makes payments or incurs expenditures of five thousand dollars ($5,000.00) or more during any calendar year in connection with canying out public relations, advertising or similar activities with the intent of soliciting or urging, directly or indirectly, other persons to communicate directly with any City official in order to attempt to influence legislative or administrative action. The five thousand dollars ($5,000.00) threshold shall not include: (A) Compensation paid to contract lobbyists or employees for lobbying; or (B) Dues Ordinance/Regulation of Lobbying Activities Page 4 of 13 payments, donations, or other economic consideration paid to an organization , regardless of whether the dues payments, donations or other economic consideration are used in whole or in part to lobby. (k) Exemptions to "lobbyist" include:
(1) Any public official acting in his or her official capacity or acting within the scope of his or her employment or appointment;
(2) The media, when limiting its action to the ordina1y course of news gathering or editorial activity, as carried out by members of the press. "Media" shall mean newspapers or any other regularly published periodical, radio or television station or network or information published on the internet;
(3) Persons reimbursed for only their reasonable travel, meals or incidental expenses, including but not limited to, uncompensated members or directors of nonprofit organizations, such as chambers of cmmnerce;
( 4) Persons whose communications regarding any legislative or administrative action are limited to appearing or submitting testimony at any public meeting held by the City or any of its agencies, offices, or depaiiments, as long as the communications thereto are public records availab le for public review. Notwithstanding the foregoing, persons who otherwise qualify as lobbyists must register and disclose their lobbying activities directed toward City officials, in the same manner and to the same extent such registration and disclosure is required of all other lobbyists;
(5) Persons submitting bids or responding to requests for proposals, provided the provision of such infom1ation is limited to diJ.-ect conversation or conespondence with the official or department specifically designate d to receive such information; Ordinance/Regulation of Lobbying Activities Page 5 of 13 ( 6) Persons providing oral or written information pursuant to a subpoena or otherwise compelled by law or regulation, or in response to an official request provided that the request and response thereto are public records available for public review; (7) Designated representatives of a recognized employee organization whose activities are limited to communicating with city officials or their representatives regarding (i) wages, hours and other terms or conditions of employment, or (ii) the administration, implementation or interpretation of an existing employment agreement; (8) Persons who are professionally licensed by a state licensing organization pursuant to the California Business & Professions Code, including, but not limited to, attorneys, architects and engineers; provided however, the exemption for attorneys shall only be applicable if the attorney is engaged in the practice oflaw with respect to the subject of the employment; (9) Board members or employees of nonprofit 501 ( c )(3) corporations, unless the non-profit organization is lobbying for a specific project, issue or person for which the organization has received compensation or a contribution to lobby for or against a specific project, issue or person; or,
(10) Members of neighborhood associations.
(1) "Organization" means any person that is not an individual. (m) "Person" means any individual, domestic or foreign corporation, for-profit or nonprofit entity, firm, association, syndicate, union, chamber of commerce, joint-stock company, partnership of any kind, limited liability company, common-law trust, society, or any other group of persons acting in concert.

Ordinance/Regulation of Lobbying Activities Page 6 of 13

2.155.030 Registration.

Lobbyists shall register with the City Clerk within fifteen (15) days after qualifying as a lobbyist under Section 2.155.020. Should a lobbyist have a change to its registration info1111ation, including, but not limited to, the legislative or administrative action for the City as to which the lobbyist has been engaged, after the annual registration period, such lobbyist shall file an amended registration with the City Clerk within fifteen (15) days of such change with the changed infmmation .

2.155.040 Annual registration renewal.

A lobbyist shall renew his or her registration by Janmuy 15 of each year unless he or she has terminated their status as a lobbyist pursuant to Section 2.155.050 , by such date.

2.155.050 Termination of lobbyist status.

After initial registration , annual registration renewal will not be required if a declaration attesting to the te1111ination of lobbying services within the City has been filed with the City Clerk no later than January 15.

2.155.060 Active status.

All registrations , renewals and terminations will be deemed filed on the date received by the City Clerk. A lobbyist shall be deemed active for the duration of the year of registration ending December 31, unless a declaration attesting to te1mination of lobbying services within the City is filed.

2.155.070 Registration fees.

Persons subject to the registration requirements of this ordinance shall pay an annual fee set by resolution of the City Council. Persons registering for the first time after June 30 of a given year shall pay a reduced registration fee set by resolution of the City Council.

Ordinance/Regulation of Lobbying Activities Page 7 of 13 (a) The applicable registration fee is due at the time of registration or registration renewal. Payment will be deemed delinquent thereafter. Delinquency fees may be assessed as specified in subsection ( c) below, if payment occurs after the due date. (b) In addition to the annual fee, each registrant shall pay a fee set by resolution of the City Council per client for whom lobbying is undertaken for compensation in excess of five hundred dollars ($500.00). The fees for clients as of the date ofinitial registration shall be submitted with the registration. The fees for subsequent clients shall be due and submitted within fifteen (15) days of such change with the changed information pursuant to Section 2.155.030. (c) A fine of twenty-five dollars ($25.00) per day for delinquent fees, up to a maximum of five hundred dollars ($500.00), will be assessed until in compliance with the registration provisions herein.

2.155.080 Required registration information.

The initial registration shall contain the name, business address, telephone, email addresses and, if applicable, business license of all persons required to register pursuant to this Chapter, including the names of all owners of sole proprietorships and partnerships of fewer than ten (10) persons. If the registrant is a corporation, it shall also include the names of the president, secretary, chief financial officer, and agent for service of process, if any. Any business or organization registering under this act shall also briefly describe the nature of its business or organization and contact individual. In addition to this infonnation, the report shall contain the following:
( a) Contract lobbyists. The name, business address, telephone number of each client, the nature of each client's business and the item(s) oflegislative or administrative action the lobbyist is seeking to influence on behalf of the client; and the name of each person employed or retained by the lobbyist to lobby on behalf of each client.

Ordinance/Regulation of Lobbying Activities Page 8 of 13 (b) Business or organization lobbyists. The names of owners, officers or employees conducting lobbying activities and the item(s) oflegislative or administrative action the lobbyist is seeking to influence.
(c) Expenditure lobbyists. The item(s) of municipal legislative or administrative action the lobbyist is seeking to influence.
( d) Payment received by the reporting lobbyist for services as a consultant or in any other capacity for services rendered to a City agency, any City official or any City official-elect or their controlled committees, any officeholder committee, or ballot measure committee. The dates of payment and name of each payer shall be included.
( e) The name, address, title and telephone number of the person responsible for preparing the report, together with that individual's signature attesting to the authority of the signatmy and the accuracy and truthfulness of the information submitted.

2.155.090 Semi-annual reports.

Semi-annual repmts for the prior six (6) month period are to be filed with the City Clerk on or before July 15 and January 15 of each year, whether or not any lobbying activities have occurred during such period. Electronic repmting may also be pennitted by the City Clerk. Each semi-annual repmt shall contain the same information as required to be disclosed in the initial registration, for those activities occurring in that period. If a lobbyist has terminated all lobbying activities during such period, the lobbyist may file a declaration of te1mination with the semi-annual repo1i. The final semi-annual repmt shall include disclosure of any lobbying activities during the period of te1mination.

Ordinance/Regulation of Lobbying Activities Page 9 of 13

2.155.100 Records retention.

All information, reports and statements required to be filed under the provisions of this chapter shall be compiled and preserved by the City pursuant to the City's records retention schedule and shall be open to public inspection. Copies of the records pe1iaining to the above-required reports shall be preserved by the lobbyist for inspection and audit for a period of four (4) years from date of production.

2.155.110 Lobbyist identification.

When appearing in a lobbying capacity at any meeting with a city official or at a public meeting of the City Council or any other city board , commission or hearing, a contract lobbyist shall identify himself/herself and the client(s) on whose behalf he/she is appearing, and a business or organization lobbyist shall identify himself/herself and the business or organization he/she represents.

2.155.120 Prohibitions.

It shall be unlawful for any lobbyist to commit any of the following acts:
(a) Unregistered Lobbying. Acting as a lobbyist in the City without having registered in compliance with this chapter, or knowingly to employ a person or entity to serve as a lobbyist when such person is not registered pursuant to this chapter. (b) Unauthorized Communications. Sending or causing any communication to be sent to any City official in the name of any nonexistent person or in the name of an existing person without the express or implied consent of such person.
( c) Indirect Violations. Attempting to evade the requirements of this chapter through indirect eff01is or through the use of agents , associates, intermediaries or employees.

Ordinance/Regulation of Lobbying Activities Page 10 of 13 ( d) Creation of Obligations. Perfonning or sponsoring any act with the purpose and intent of placing any City official under personal obligation to the lobbyist. (e) Contingent Compensation. Compensation for lobbying activity when the compensation is directly dependent on the result oflegislative or administrative action(s) that are the subject of the lobbying activity.

2.155.130 Gifts.

It shall be unlawful for any lobbyist to deliver or cause to be delivered any gift to any City official, and for any City official to accept any gift from a lobbyist.

2.155.140 Enforcement.

Persons or entities that knowingly violate this chapter may be subject to penalties as set fmth in SCCC 1.05.070.

2.155.150 Injunction.

The City Attorney may seek injunctive relief in the comts to enjoin violations of or to compel compliance with the provisions of this chapter.

2.155.160 Practice restrictions.

No person convicted of a violation of this chapter may act as a lobbyist or otherwise attempt to influence municipal legislation for compensation for one (1) year after such conviction.

2.155.170 Exemptions.

Any person who in good faith and on reasonable grounds believes that he or she is not required to comply with the provisions of SCCC 2.155.030 by reason of his or her being exempt under SCCC 2.155.020(k) shall not be deemed to have violated the provisions of SCCC 2.155.030 if, within fifteen (15) days after notice from the City, he or she either complies or furnishes satisfactmy evidence to the City that he or she is exempt from registrntion." Ordinance/Regulation of Lobbying Activities Page 11 of 13 SECTION 2: Savings clause. The changes provided for in this ordinance shall not affect any offense or act committed or done or any penalty or forfeihll'e incurred or any right established or accruing before the effective date of this ordinance; nor shall it affect any prosecution , suit or proceeding pending or any judgment rendered prior to the effective date ofthis ordinance. All fee schedules shall remain in force until superseded by the fee schedules adopted by the City Council.

SECTION 3: Constitutionality, sev~rability. If any section, subsection, sentence, clause, phrase, or word of this ordinance is for any reason held by a court of competent jmisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.

I I I I I I

I I I I I I

I I I I I I

I I I I I I

I I I I I I

I I I I I I

I I I I I I

I I I I I I

I I I I I I

I I I I I I

I I I I I I
Ordinance/Regulation of Lobbying Activities Page 12 of 13 SECTION 4: Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of "The Charter of the City of Santa Clara, California." PASSED FOR THE PURPOSE OF PUBLICATION this 15th day of December 2015, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Caserta, Davis, Gillmor, Kolstad, Marsalli and O'Neill
and Mayor Matthews
None
None
None
ATTEST:
&,r-----
ROD DIRIDON, JR.

CITY CLERI<.

CITY OF SANTA CLARA

FINALLY PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARA this 12th day of Januaiy 2016, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments incorporated by reference: None
l:\ORDI NANCES\Lobbying Ordinance 12-21-15.doc
Ordinance/Regulation of Lobbying Activities
Case1ta, Davis, Gillmor, Kolstad, Marsalli and
O'Neill and Mayor Matthews
None
None
None
ATTEST: {kc
ROD DIRIDON, JR.

CITY CLERI<.

CITY OF SANT A CLARA

City of Santa Clara
Registered Lobbyists as of 2/6/2023
LAST NAME FIRST  NAME ORGANIZATION TYPE OF LOBBYIST
Acton Alex Forty Niners Football Company LLC Business/Organization Adarkar Prabir DoorDash, Inc Business/Organization
Albertson Dustin Forty Niners Football Company LLC Business/Organization Alvarez Mattew Housing Action Coalition Business/Organization Barry Jude Catapult Strategies Inc Contract
Berg Jessica Housing Action Coalition Business/Organization Bini David
Santa Clara and San Benito Counties Building and Construction Trades Council Business/Organization
Bitbadal Edesa Elevate Now Consulting, LLC Contract
Breeze Elaine SummerHill Apartment Communities Business/Organization Cacciotti Jon HMH  Engineering Business/Organization
Cantore Vince Core Affordable  Housing, LLC Business/Organization Caple Ellie Forty Niners Football Company LLC Business/Organization Carillo Pete Silcion Valley Advisors Contract
Chandhok Rahul Forty Niners Football Company LLC Business/Organization Cohen Jean South Bay Labor Council Business/Organization Cronan Megan HMH Engineering Business/Organization
Cunneen Jim California  Strategies and Advocates Contract Davis Evette BergDavis  Public Affairs Expenditure
Ebrahimi Kevin SummerHill Homes LLC Business/Organization Eimer Stephen F. Related  Santa Clara, LLC Business/Organization Fong Jeff Forty Niners Football Company LLC Business/Organization Frattin Daniel Housing Action Coalition Business/Organization Gaines Dashiell Hunter Storm, LLC Business/Organization Giorgetti Tracy HMH Engineering Business/Organization
Gordon Hannah Forty  Niners Football Company LLC Business/Organization Guardino Leslie Canyon Snow Consulting, LLC Contract
Guerra Alicia Buchalter Contract
Guido Al Forty Niners Football Company LLC Business/Organization Han Baoshan Kylli Inc Business/Organization
Hashimoto Ray   HMH Engineering Business/Organization
Himmel Kenneth A. Related Santa  Clara, LLC Business/Organization Hughes Allie Canyon Snow Consulting, LLC Contract
Hunter, Jr.  Derek K Hunter Storm, LLC Business/Organization James Cynthia Noble James, LLC Contract
Jimenez Gabriela BergDavis Public Affairs Expenditure
Jimenez Zef HMH Engineering Business/Organization
Johnson Jennife r Canyon Snow Consulting, LLC Contract
Kaune Jason D. Pacific Gas and Electric Company Business/Organization Lama Erin DoorDash, Inc Business/Organization
Larson Matt Canyon Snow Consulting, LLC Contract
MacNell Larry Forty Niners Football Company LLC Business/Organization Matthews Emily Forty Niners Football Company LLC Business/Organization Mezzetti Robert L. Mezzetti Law Firm, Inc. Contract
Meyersick Andre w California Strategies and Advocates Contract Miller Russell H. Forty Niners Football Company LLC Business/Organization Moore Kevin Kevin Moore Contract
Payne Christopher DoorDash, Inc Business/Organization
Pirayou Ash Rutan & Tucker Contract
Poppe Patricia Pacific Gas and Electric Company Business/Organization Rodriguez Leslie California Strategies and Advocates Contract Ross Stephen M. Related Santa  Clara, LLC Business/Organization Rupert Joshua Hunter Storm, LLC Business/Organization
Sapirman Ali  Housing Action Coalition Business/Organization Attachment #3
Sausedo Patricia Patricia Sausedo Contract
Sheaff Spencer Housing Action Coalition Business/Organization Sherringham Tia DoorDash, Inc Business/Organization
Silva Tony HMH Engineering Business/Organization
Smith Corey Housing  Action Coalition Business/Organization Stephens Joshua Forty Niners Football Company LLC Business/Organization Storm Edward D. Hunter  Storm, LLC Business/Organization Sun Ou Kylli Inc Business/Organization
Torres Diana Forty Niners Football Company LLC Business/Organization Wilhelm Peter Forty Niners Football Company LLC Business/Organization Wong Brian Pacific Gas and Electric Company Business/Organization Xu Tony DoorDash, Inc Business/Organization
Yandell Keith DoorDash, Inc Business/Organization
Yang Jie Kylli Inc Business/Organization
York Jed Forty Niners Football Company LLC Business/Organization Attachment #4
1 NOSSAMAN LLP
22CV393667
Santa Clara - Civil
BRENDAN F. MACAULAY (SBN 162313)
2 [email protected]
DAVID C. LEE (SBN 193743)
3 [email protected]
50 California Street, 34th Floor
4 San Francisco, CA 94111
Telephone: 415.398.3600
5 Facsimile: 415.398.2438
6 NOSSAMAN LLP
GABRIELA S. PEREZ (SBN 322161)
7 [email protected]
777 South Figueroa Street, 34th Floor
8 Los Angeles, CA 9001 7
Telephone: 213.612.7800
9 Facsimile: 213.612.7801
Electronically Filed
by Superior Court of CA,
County of Santa Clara,
on 3/4/2022 5:52 PM
Reviewed By: J. Ngo
Case #22CV393667
Envelope: 8439032
10 Attorneys for Defendant CITY OF SANTA CLARA
11 NO FEE DUE- GOVERNMENT CODE § 6103
12 13
14 SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF SANTA CLARA
15 REPUBLIC METROPOLITAN, a Delaware
LLC,
16 17
18 vs.

Plaintiff,
CITY OF SANTA CLARA, a municipal
19 corporation; and DOES 1 through 10, inclusive,
20 Defendant.
21 22
23 24
25 26
27 28
- 1 -
Case No: 22CV393667
Assigned for all purposes to:

Hon. Drew Takaichi
DECLARATION OF BRENDAN F.

MACAULAY IN SUPPORT OF

DEMURRER OF CITY OF SANTA

CLARA TO PLAINTIFF REPUBLIC

METROPOLITAN'S COMPLAINT AND

MOTION TO STRIKE PORTIONS OF

PLAINTIFF'S COMPLAINT
Date:

Time: 9:00 a.m.

Dept.: 2
Date Action Filed: January 24, 2022
Trial Date: None
J. go
DECLARATION OF BRENDAN F. MACAULAY IN SUPPORT OF DEMURRER AND MOTION TO STRIKE 60364927.v2
1 2
3 DECLARATION OF BRENDAN F. MACAULAY
I, Brendan F. Macaulay, declare as follows:

1. I am an attorney duly admitted to practice before this Court. I am a partner at 4 Nossaman LLP, attorneys ofrecord for Defendant City of Santa Clara ("City"). I have personal 5 knowledge of the facts contained in this Declaration and if called upon to do so, I could and 6 would competently testify thereto. I submit this declaration in accordance with Code of Civil 7 Procedure section 435.5 and 430.31, subdivision (a), to establish that the parties met and 8 conferred prior to the City's filing of its Demurrer to Plaintiff Republic Metropolitan's 9 ("Plaintiff') Complaint ("Complaint") and Motion to Strike Portions of Plaintiffs Complaint.

2. On February 15, 2022, I wrote to Plaintiffs counsel, Joseph W. Cotchett and Ann 11 M. Ravel, explaining the grounds for the City's anticipated demurrer and motion to strike. 12 Attached hereto as Exhibit A is a true and correct copy of my February 15, 2022 letter. We 13 thereafter scheduled a meet and confer February 22, later rescheduled for February 23, 2022. 14 3. On February 22, 2022, Mr. Cotchett sent me a letter rejecting the points raised in 15 my February 15, 2022 letter and declining to make any changes to the Complaint. Attached 16 hereto as Exhibit Bis a true and correct copy of the February 22, 2022 letter. 17 4. Thereafter, on February 23, 2022, I met and conferred telephonically with 18 Plaintiffs counsel, Mr. Cotchett and Tamarah Prevost. On February 24, 2022, I was notified by 19 Mr. Cotchett that Plaintiff had not altered its position and would not be amending its Complaint. 20 5. On February 24, 2022, Plaintiff provided the City with an extension to respond to 21 Plaintiffs Complaint, making the new deadline to file a response ( the demurrer and motion to 22 strike) March 4, 2022.
23 6. On February 15, 2022, I served Plaintiff with a Demand for Bill of Particulars, 24 pursuant to Code of Civil Procedure section 454. On March 2, 2022, Plaintiff served its response 25 to the City's Demand for Bill of Particulars. Attached hereto as Exhibit C is a true and correct 26 copy of Plaintiffs response to the City's Demand for Bill of Particulars. 27 I I I
28 / / /
-2-
DECLARATION OF BRENDAN F. MACAULAY IN SUPPORT OF DEMURRER AND MOTION TO STRIKE 60364927.v2
1 I declare under penalty of perjury under the laws of the state of California that the 2 foregoing is true and correct.
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
Executed this 4th day of March, 2022 in San Francisco, California. ~ ~---~ ~ F7'Jacaulay
- 3 -
DECLARATION OF BRENDAN F. MACAULAY IN SUPPORT OF DEMURRER AND MOTION TO STRIKE 60364927 .v2

EXHIBIT A

EXHIBIT A

NOSSAMAN LLP

VIA EMAIL
February 15, 2022
Joseph W. Cotchett
James G. Dallal
Tamarah P. Prevost
COTCHETT, PITRE & McCARTHY, LLP
San Francisco Airport Office Center
840 Malcolm Road, Suite 200
Burlingame, CA 94010
[email protected]
[email protected]
[email protected]
Ann M. Ravel

RAVEL LAW
25 Central Avenue
Los Gatos, CA 95030
[email protected]
Re: Republic Metropolitan v. City of Santa Clara, et al.

Santa Clara Superior Court Case No. 22CV393667
Dear Counsel:

ATTORNEYS AT LAW
50 California Street
34th Floor
San Francisco, CA 94111
T 415.398.3600
F 415.398.2438
Brendan F. Macaulay
D 415.438.7204
[email protected]
Refer To File# 300201-0007
Nossaman LLP has been retained to represent the City of Santa Clara with respect to the above-referenced case. The purpose of this letter is to meet and confer with you about various deficiencies in the complaint, in advance of a potential demurrer and motion to strike.

Deficiencies In Causes Of Action

1. First Cause of Action for Alleged Violation of the Housing Accountability Act.

Plaintiff's sole remedy under the Act is to seek a writ of mandamus under Code of Civil Procedure § 1094.5. Government Code§ 65589.5(m) ("Any action brought to enforce the provisions of this section shall be brought pursuant to Section 1094.5 of the Code of Civil Procedure ... "). The Complaint does not seek such a remedy. Moreover, Plaintiff failed to verify the Complaint, as is also required. Further, Plaintiff fails to identify the grounds upon which the mandamus is based, as required by Code of Civil Procedure 1094.5(b).

Second, the HAA claim is untimely under Government Code§ 65589.5(m), given that the acts complained of occurred in 2020 at the latest, and potentially as early as 2019.

Finally, Plaintiff does not allege the predicate act to a HAA claim. Among other things, the City did not "disapprove the housing development project" as that term is defined by the HAA. Government Code § 65589.5(h)(6).
60338834.vl
n ossama n.com
Joseph Cotchett, Ann Ravel, et al
February 15, 2022

2. Second Cause of Action for Negligent Misrepresentation.

First, this claim fails because the City is immune from negligent misrepresentation claims under Govt. Code § 818.8, which provides, "A public entity is not liable for an injury caused by misrepresentation by an employee of the public entity, whether or not such misrepresentation be negligent or intentional."
Second, even if the City were not immune from this type of claim, the claimed misrepresentations at issue are not actionable against any defendant. Here, there are two "misrepresentations" that were allegedly made:
• Plaintiff claims the City made a "misrepresentation by omission" by failing to tell Plaintiff something, namely, that SLA might be an impediment to development. ,i 158(d).

Plaintiff elsewhere alleges that the City's entering into the ENA is an implied representation that the property was developable. ,i105 (by entering into the ENA, the City "sent a message to REMET that the SLA would not prevent the project from going forward"). However, implied misrepresentations are not actionable. Randi W. v. Muroc Joint Unified Sch. Dist., 14 Cal. 4th 1066, 1083 (1997) ("The tort of negligent misrepresentation requires a 'positive assertion' and does not apply to implied misrepresentations."').
• Plaintiff's other claimed misrepresentations are likewise not actionable and cannot be relied upon. The other alleged misrepresentations were legal statements about the developability of the property. However, those dealing with a public agency are presumed to know the law with respect to any agency's authority to contract. Ame/co Electric v. City of Thousand Oaks, 27 Cal. 4th 228, 242 (2002) ("One who makes a contract with a municipal corporation is bound to take notice of limitations on its power to contract and also of the power of the particular officer or agency to make the contract."); G.L. Mezzetta, Inc. v. City of American Canyon, 78 Cal.App.4th 1087, 1093-1094 (2000). Assuming these statements were actually made, these are legal opinions that cannot be reasonably relied upon by Plaintiff. Plaintiff was represented by competent counsel and it cannot sue an opposing party for what is essentially a claim of legal malpractice.

Finally, even if Plaintiff could sue for negligent misrepresentation, such a claim is not properly pied. Negligent misrepresentation is a species of fraud that must be pied with specificity. Small v. Fritz Companies, Inc., 30 Cal. 4th 167, 184 (2003) (claims for negligent misrepresentation must adhere to the same heightened pleading standards as claims for fraud). "Averments of fraud must be accompanied by 'the who, what, when, where, and how' of the misconduct charged." Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1106 (9th Cir. 2003). Plaintiff fails to plead any specifics about the claimed misrepresentations. ,i 158(a)-(c).

3. Third Cause of Action for Specific Performance - Entry of Disposition and Development Agreement.

As an initial matter, any claim for breach of contract must allege the terms of the contract in haec verba or attach the contract that was supposedly breached. Plaintiff sues under an ENA that it claims was amended for the 3rd time. ,i 168. But Plaintiff does not attach any such amendment or describe the terms of the third amendment. Nor does Plaintiff allege the terms of the DOA that it requests that the Court compel.
60338834.vl
Joseph Cotchett, Ann Ravel, et al
February 15, 2022

Secondly, the Court cannot order specific performance of an expired contract. The ENA expired of its own accord according to the Complaint. Plaintiff alleges the parties signed an ENA on February 6, 2018 and amended it twice - on February 8, 2019 and November 12, 2019. ,r,r 166, 173. Plaintiff further alleges that, per the November 12, 2019 amendment, ENA was to expire on August 5, 2020. Plaintiff alleges that the City (but not VTA) agreed to extend the ENA for the third time if: (a) Plaintiff provided a second well; (b) Plaintiff would indemnify City from any SLA liability; and (c) a final term sheet was accomplished by November 2020.

Plaintiff does not allege that it never accepted these three conditions to the third amendment to the ENA that might have extended its effect beyond August 2020. Instead, Plaintiff alleges that it orally accepted the SLA indemnity provision on July 6, 2021. Complaint, Exhibit L, last page, ,r 132, ("Ms. Macy first clarified that there existed a change to the prior posture in that REMET would now provide the indemnity for any activity pursuant to the Surplus Land Act, 'as requested by the City Attorney."'). Plaintiff does not allege that the Plaintiff ever agreed to the second well site, and concedes that its belated, partial change of heart occurred long after the November 2020 deadline that was one of the City's conditions for amending the ENA for a third time. Nor does Plaintiff allege that the VTA ever agreed to an extension under any terms agreed to by Plaintiff. Thus, according to Plaintiff's allegations, the ENA expired on August 5, 2020.

Finally, the Court cannot order parties to sign a definitive agreement. Copeland v. Baskin Robbins, 96 Cal. App. 4th 1251 (2002) ("The law provides no remedy for breach of an agreement to agree because the court may not imply what the parties will agree upon."). Plaintiff is not seeking specific performance of the (expired) ENA, but instead requests a pointless order that two of the three parties execute a definitive agreement (a potential agreement that might result from bargaining during an ENA). Plaintiff is requesting relief that is expressly contrary to the terms of the ENA itself. Paragraphs 2 and 21 of the ENA provides that the City not obligated to enter into a DOA, and that any DOA is effective only if approved by the City and the VTA. Here, the VTA is not a party to this action, is not alleged to have done anything wrong, and could not be compelled to sign a DOA even if the City and Plaintiff agreed to terms. Moreover, the ENA limits Plaintiff's remedies to the return of certain deposits, and precludes the relief requested.

ENA ,r 25, Exhibit B to Complaint.

4. Fourth Cause of Action for Breach of Contract (Damages).

This cause of action seeks money damages for breach of the ( expired) ENA based on six claimed breaches identified in ,r 175(a) - (f). Each is addressed below in turn:
(a) Plaintiff generally alleges that the City breached the ENA by failing to negotiate in good faith. Plaintiff does not identify what specifically the City did that would constitute such a breach. Even if claim were adequately alleged and eventually proven, Plaintiff cannot recover the damages claimed. Plaintiff seeks unspecified "economic damages" in an amount proven at trial. It is unclear if Plaintiff seeks the $3.5 million incurred in alleged reliance on misrepresentations or unspecified lost profits 1 from the contemplated project. Neither measure of damages is recoverable here because the parties expressly outlined what relief was available for breach, and waived any other remedy. Paragraph 25 of the ENA provides:
1 In addition to being too speculative to recover, it is well settled that lost profits are legally unavailable for breach of an ENA. Copeland v. Baskin Robbins, 96 Cal. App. 4th 1251 (2002). 60338834.vl
Joseph Cotchett, Ann Ravel, et al
February 15, 2022
Page4
(a) Default. Failure by a party to negotiate in good faith as provided in this Agreement shall constitute an event of default hereunder. The non-defaulting party shall give written notice of a default to the defaulting party, specifying the nature of the default and the required action to cure the default. If a default remains uncured thirty (30) days after receipt by the defaulting party of such notice, the non­ defaulting party may exercise the remedies set forth in subsection (b). (b) Remedies. In the event of an uncured default by either of the Owners, the Developer's sole remedy shall be to terminate this Agreement, upon which termination the Developer shall be entitled to the return of the unexpended portion of the Negotiation Deposits and any interest earned thereon, provided, however, if the uncured default is the result of the City's or VTA's gross negligence or willful misconduct, the Developer's remedies shall include return of the original amount of the Negotiation Deposits. Following such termination and the return of the appropriate amount of the Negotiation Deposits and any interest earned thereon, no party shall have any further right, remedy, or obligation under this Agreement; provided, however, that the Developer's indemnification obligation pursuant to Section 24 shall survive such termination.

Except as expressly provided above, no party shall have any liability to the other for damages or otherwise for any default, nor shall a party have any other claims with respect to performance under this Agreement. Each party specifically waives and releases any such rights or claims it might otherwise have at law or in equity.

Thus, Plaintiff's sole remedy under the ENA for any "uncured default by either of the Owners" is a refund of the unexpended portion of the $50,000 in deposits.2 However, there are no allegations that:
• Plaintiff provided a written notice of default;
• The City failed to cure an alleged default;
• Plaintiff terminated the ENA; or
• Plaintiff was entitled to any funds from $50,000 (e.g., there were any unexpended funds available to refund).

Plaintiff instead alleges that the City never "manifested any intention" of providing an accounting or returning any portion of the deposits. Of course, the Court may ignore this allegation because it flatly contradicts the City's November 12, 2020 letter (Exhibit H to the Complaint) offering to refund any unexpended deposits. In any event, because the City had no obligation to refund anything, any claimed failure in that regard cannot constitute a breach. And again, there are no allegations that Plaintiff notified the City of any default in this regard or terminated the ENA. 2 The ENA permits the City to use the deposits for project-related expenses. The City must only refund unused portions if the City had breached the ENA. A full refund of the entire deposits could be required only if the City engaged in "gross negligence or willful misconduct," which is not alleged. Paragraph 25 also bars all of Plaintiff's non-contract claims. 60338834.vl
Joseph Cotchett, Ann Ravel, et al
February 15, 2022

(b), (c), (d) and (f). Four of the six claimed breaches of the ENA all pertain to purely internal communications between the City staff/attorneys and the City Council. ,T175 (b) - (f) (pp. 66-67). For example, Plaintiff alleges that attorneys/staff "advised the City Council inaccurately and fraudulently." ,I 175 (b), (c) and (f). These internal communications are not actionable. Not surprisingly, Plaintiff does not cite any specific duties as support for these allegations of breach, other than a general duty to negotiate in good faith during the term of the agreement in ,I 1 of the ENA. Of course, these internal communications were not negotiations with Plaintiff.
( e) Plaintiff's final claimed breach is that the City failed to extend the ENA. ,I 175( e ). Plaintiff does not cite any contractual duty to extend the ENA, and none exists. By that flawed logic, contracts could never expire. To the contrary, any extensions of the ENA are within the City's discretion under ,I 2 of the ENA - without any good faith or other restrictions on the exercise of that discretion.

In short, even if Plaintiff could allege a claim for breach of contract (which it has not), its remedies are drastically limited by contract.

5. Fifth Cause of Action for Breach of The Implied Covenant of Good Faith and Fair Dealing.

Plaintiff's breach of the implied covenant claim is virtually identical to the claim for breach of contract. It alleges the identical six acts that supposedly established a breach of contract.

Compare ,I 175 (a)-(f) to ,I 181 (a)-(f). The only difference in those allegations is that Plaintiff removed the citations to the contract in the cause of action for breach of the implied covenant (although such citations are still incorporated by reference per ,T178). Plaintiff cannot sue for breach of implied covenant for any obligations found in the contract, as Plaintiff alleges they are. Gareau & Co. v. Security Pacific Business Credit Inc., 222 Cal.App.3d 1371, 1395 (1990) Otherwise, this would create tort liability for breach of contractual obligations. And, of course, the ENA precludes any non-contract claims.

6. Quantum Meruit / Unjust Enrichment/ Restitution.

Plaintiff cannot sue the City for quantum meruit or any common count. Ame/co Electric v.

City of Thousand Oaks, 27 Cal.4 th 228 (2002); Lundeen Coatings v Dept. of Water and Power, 232 Cal.App.3d 816 (1991 ). In Sheppard v. North Orange County Regional Occupational Program, 191 Cal.App.4th 289 (2010), the trial court properly sustained the demurrer to the quantum meruit claim because such a claim cannot be asserted against a public entity.

Government Code section 815 states: "Except as otherwise provided by statute: [,r] (a) A public entity is not liable for an injury, whether such injury arises out of an act or omission of the public entity or a public employee or any other person." The Legislative Committee Comment to section 815 states: "This section abolishes all common law or judicially declared forms of liability for public entities, except for such liability as may be required by the state or federal constitution .... " (Legis. Com. com., 32 West's Ann. Gov.Code (1995) foll. § 815, p. 167). See also, Katsura v.

City of San Buenaventura, 155 Cal.App. 4th 104, 109-110 (2007) ("It is settled that "a private party cannot sue a public entity on an implied-in-law or quasi-contract theory, because such a theory is based on quantum meruit or restitution considerations which are outweighed by the need to protect and limit a public entity's contractual obligations.") 60338834.vl
Joseph Cotchett, Ann Ravel, et al
February 15, 2022

Labeling this quantum meruit claim as "unjust enrichment" or "restitution" does not help Plaintiff because neither is an actual cause of action. California courts have repeatedly held that "there is no cause of action in California for unjust enrichment." Everett v. Mountains Recreation and Conservancy Authority, 239 Cal.App.4th 541, 553 (2015); Melchior v. New Line Prods., Inc., 106 Cal.App.4th 779, 794 (2003) (affirming trial court's dismissal of "unjust enrichment" claim on the ground that California law does not recognize such a cause of action). Restitution is likewise a remedy and not a cause of action on its own. (See Munoz v. MacMillan, 195 Cal. App. 4th 648, 661 (2011) ("There is no freestanding cause of action for 'restitution' in California."); McBride v. Boughton, 123 Cal.App.4th 379, 387 (2004) (restitution is a remedy, not a cause of action); Dean Witter Reynolds, Inc. v. Superior Court, 211 Cal.App.3d 758, 774 (1989)(restitution is a form of equitable relief.)
Allegations of the Complaint that Should Be Stricken.

In addition to the deficiencies outlined in the Complaint above, the Complaint contains pages upon pages of inappropriate and irrelevant allegations that have no place in a pleading.

As you know, the court may strike any "irrelevant, false or improper matter inserted in any pleading." Code of Civil Procedure§ 436. Regardless of the outcome of any demurrer, the following portions of the Complaint must be removed:

1. Inflammatory/Irrelevant Allegations Re Brian Doyle and Others.

The Complaint contains multiple allegations relating to Brian Doyle that have no place whatsoever in the Complaint, including his salary, his photo, the circumstances of his separation from the City, and other alleged conduct that is wholly unrelated to Plaintiff's claims. The Complaint does not even pretend to tie these extraneous allegations to any of Plaintiff's claims, such as any conceivable relevance of Mr. Doyle's salary to this case. Instead, these allegations appear to be acts of retaliation and vengeance that Plaintiff intended to cloak with the litigation privilege of Civil Code§ 47(b). Worse, Plaintiff's allegations appear to be intended to send a message to other staff, members of the City Council or anyone else that, if they dare to oppose REMET's project, they can expect to be harassed in future pleadings. For these reasons, the following allegations must be removed:
• 14: 12-21 (,r 32 (Partial: photo & caption))
• 14:25-28 (" ... , and has now been terminated due to his many acts ... a salary of $390,000 per year.")
• 23: 14-28 (Entirety of Heading 3, ,i 55 & nn. 5-6)
• 24: 1-28 (Entirety of ,i,i 56-57 & nn. 7-8)
• 24:22-25:6 (Entirety of Heading 4 and ,I58)
• 25:7-25 (photos & captions)
• 25:26-26: 13 (Entirety of ,i,i 59-60)
• 26:23-28 (Entirety of footnotes 9-11)
• 33:5-19 (Entirety of ,i 70)
60338834.vl
Joseph Cotchett, Ann Ravel, et al
February 15, 2022

2. Irrelevant and Improper Diatribes About Affordable Housing.

Plaintiff's Complaint contains 191 paragraphs spanning 73 pages. Numerous pages are filled with extraneous diatribes/editorialization about affordable housing generally, including citations to irrelevant newspaper articles and purported quotations from Gavin Newsom. These allegations are a transparent attempt by Plaintiff to cloak itself in the mantle of a socially popular endeavor - affordable housing - when in reality this housing project was a for-profit endeavor designed to provide student housing across the street from Santa Clara University. See, e.g.

Exhibit A to Complaint ("I am pleased to submit this proposal ... for the development of a purpose-built student housing project."). Ironically, one reason the ENA expired was Plaintiff's refusal to indemnify the City against the potential SLA liability if the property was not first offered to affordable housing developers.

But even if Plaintiff's project were actually about affordable housing, the allegations do not belong in the Complaint. The following allegations should be stricken for that reason:
• 4: 1-16 (Entirety)
• 4:18-21 (Portion ot,11 - "Confronted with ... unjustifiably thwarted.") • 4:24-5: 13 (Entirety of ,r,r2-3)
• 8:25-9:5 (Entirety of Heading B and ,r 12)
• 9: 19-23 (Portion of ,r 14)
• 9:25-27 (Portion of ,r 15 - The CITY, however, has ... market-rate housing." • 16:4-17:24 (Entirety of Heading A.1 and ,r,r 38-42)
• 17:25-18:1 (,r 43 "The need to address environmental concerns ... expansion of transit networks.")
• 19: 1-28 & nn.1-2 (Entirety of ,r,r 44-45 and footnotes 1-2) • 20: 1-4 (Entirety of Heading 2 and ,r 46)
• 21 :8-23:13 (Entirety of ,r,r 49-54 and footnotes 3-4)

3. Irrelevant Allegations About the Brown Act.

Plaintiff has no claim for an alleged violation of the Brown Act. Thus, there is no relevance for entire paragraphs and other allegations on this topic, let alone legal conclusions and pontification about the Act generally. The following allegations should be removed:
• 4 7:23-48:3 (Entirety of ,r 115)
• 51 :1-7 (Entirety of Heading 5 and ,r 123)

4. Irrelevant and Improper Claims of Damages.

As indicated above, even if Plaintiff were to establish an uncured default of the ENA by the City, Plaintiff's potential recovery is limited to a refund of the unused portion of the $50,000 in deposits. Notwithstanding this limitation, the Complaint repeatedly alleges and prays for damages far beyond that- variously described as $3.5 million in reliance damages, and $5 60338834.vl
Joseph Cotchett, Ann Ravel, et al
February 15, 2022

million in economic benefits conferred or unjustly retained. These allegations are legally irrelevant, improper and should be removed:
• 65: 1-3 (Entirety of ,r 163)
• 72:25-26 (Portion of ,r188 - "and thereby improved ... to be determined at trial.")
• 73:27-7 4: 1 (Entirety of ,r 189)
• 73:4-6 (Entirety of ,r 190)
• 73:7-8 (Entirety of ,r 191)
Conclusion.

By close of business on February 16, please provide me with your availability for a video or telephonic session on or before February 21 to meet and confer regarding the foregoing.

Because we have laboriously outlined our position above, please be ready to state how the Complaint will be amended in light of the foregoing. We look forward to speaking with you.

BFM:al
60338834.vl
Very truly yours,
Brendan F. Macaulay
Nossaman LLP

EXHIBIT B

EXHIBIT B

LAW OFFICES
COTCHETT, PITRE & McCARTHY, LLP

LOS ANGELES
Brendan F. Macaulay
Nossaman LLP
50 California Street, 34th Floor
San Francisco, CA 94111

SAN FRANCISCO AIRPORT OFFICE CENTER
840 MALCOLM ROAD
BURLINGAME, CA 94010
TELEPHONE (650} 697-6000
FAX(650)697-0577
Twenty-Second Day of
February 2022
Re: Republic Metropolitan v. Citv ofSanta Clara, et aL, Santa Clara Superior Court, Case No. 22CV393667
Dear Mr. Macaulay:

NEWVORK
This letter responds to your letter of February 15, 2022 regarding the City's anticipated demurrer and motion to strike in the above-captioned action. Per our email exchange, we will also be speaking with you on Wednesday, February 23 at 4:00 p.m.

The substance of your letter is interwoven with a host of fact disputes that render ReMet's claims sufficiently pled, and not susceptible to demurrer. The complaint also lays out in detail the specific acts and omissions giving rise to ReMet's claims, at least to the extent those acts were not willfully concealed by the City's employees and agents.

We therefore decline to amend the allegations, but remain willing to meet and confer further on this issue when we speak. As for the City's specific points challenging ReMet's claims, we can offer the following.

1. First Cause of Action - Housing Accountability Act
Regarding the Housing Accountability Act, we note that the letter does not cite any authority adopting the view that a party aggrieved by an agency's violations ofHAA are not redressable in civil litigation. The affordable housing community backs this effort, and we believe that the State government feels the same way. The claim is unquestionably timely, as the City withheld all information regarding its decision to terminate the project until November 12, 2020, and ReMet, after having its attempts at dialogue twice suppressed, followed the designated procedures for filing a claim against the City within the allowed time period. As for the notion that the City did not "disapprove the housing development project," that same letter says otherwise. And if

LAW OFFICES
COTCHETT, PITRE & McCARTHY, LLP
Brendan F. Macaulay
F .ebruary 22, 2022
Page2
the City's position is that ReMet is constrained to challenge the specific· act or decision disapproving the project via a w.rit of mandamus, our view is that the City excused that obligation when it rendered the decision in secret in violation of the Brown Act.

2. Second Cause of Action - Negligent Misrepresentation The letter cites little authority regarding the second cause of action for negligent misrepresentation. The City is presumed to know the law, and the gravamen ofReMet's claim is that the City misrepresented the.law. The claim is one for negligent misrepresentation, not the equally available theory of fraudulent misrepresentation, and regardless of whether specificity is required, ReMet's complaint offers enough specificity to meet the heightened standard.

3. Third through Fifth Causes of Action - Contract Claims It is always permissible to plead in the alternative. Under ReMet's theory, the signed agreements and course of performance do in fact give rise to contractual obligations, albeit obligattons the City ·ultimately repudiated, thereby leaving ReMet in the lurch and out millions. A party to a contract cannot deliberately sabotage performance and frustrate the purpose of the deal during the contract term, wait until the original written instrument is in some formal sense "expired," and then disclaim all responsibility to perform on that basis.

4. Sixth Cause of Action - Quantum Meruit
As for the letter's approach to the sixth cause of action, we believe it overstates the breadth and rigidity of the rules it draws from these cases, and we moreover note that they appear to address fact sce~arios readily distinguishable from the fact pattern here.

We also do not find illuminating the City's general invocation of sovereign immunity, especially given that ReMet scrupulously followed the :framework for claims against . public entities laid out in Government Code § 900 et seq.

5. Factual Representations to Be Stricken
The City also asks that ReMet reconsider certain of the factual material included within the complaint to support its allegations. These will remain as originally submitted.

We find it curious that the City would claim an interest in shielding from public scrutiny the actions of its former city attorney, whom the City Council summarily dismissed several months ago following a firestorm of criticisms related to his job performance. The former city. attorney's actions and legal advice are directly relevant to ReMet's claims.

ReMet's allegations recount the publicly relevant, public-facing acts of public officials who took certain official public action in their official public capacities while earning LAW OFFICES Brendan F. Macaulay
February 22, 2022
Page3
COTCHETT, PITRE & McCARTHY, LLP
salaries paid in public taxpayer dollars. This is important subject matter to include in a public lawsuit. And in a state that fully embraces the view that sunshine is the best disinfectant, a contrary rule barring disclosure of these facts would be wrong. As you know, there has been some very serious press regarding the conduct and operations of the City Council. I enclose but one recent example of what employees of the City have told the press, and numerous people concerned, about its operations. Apart from the censuring of certain Council meinbers-recently-Chris Jackson, a representative of City employees, told the Council last week that ·a survey had found City staff "frustrated and disheartened" by the council's inability to follow its code of ethics, and added:

This ongoing animosity, inappropriate, offensive and sometimes flat out inaccurate information from council during public meetings is not only embarrassing, but against the city's harassment, bullying and ethics and values policies . ... Slowly the code of ethics and values has eroded as council members gradually push the boundaries of unacceptable behavior on the dais and in their public roles as city officials.

The other portions of the complaint flagged by the City will also remain. There is no rule that calls for the striking of ~llegations in a lawsuit solely because the defendant chooses to characterize them as "diatribes." The affordable housing community stands firmly with ReMet, as will be made plain in future filings. That the City violated the Brown Act in terminating the project is incontrovertibly relevant to the overall legality, and fairness, of its actions, regardless of whether ReMet has c~.,...& to bring a standalone claim under that statute. The litigation will also afford · sample opportunity to prove up the amount of damages at issue.

We look forward to speaking about e
Encl.

Cc: Ann Ravel
James G. Dallal
Tamarah P. Prevost
Kathleen D'Elia
m z
0 ~
V,
:a
0 ~
~
UJ
z > a: ::::,
u a:

UJ
::E
UJ
:c I-
"' V,
3: .

UJ
z
J
c3 g
UJ
a:
0 ::E
Council drama spurring staff resignations
In exit interviews, employees are ·citing officials'
behavior as one of the reasons·they are leaving
an 11 to 14% vacancy rate. Now, one they bad while working for it's 17%. thecity.ofSanJose.Asecondper -
"We have some known work- son handed in their resignation piace conditions that add to re- after.wa tching a. single council tention, but it's those same lmown meeting, and a thir~, who was of­ workplace conditions that add to fered the job, alsowi~drewth~1r our challenges to make it harder · candidacy after watching a coll.Il­ for us to recruit, as well," Santana cil meeting. •
employees imowing the history of
tliat position.''
Over the last year;the coµncil
has struggled with unus ually long
meetings that often descend inio
accusations of filibustering and
collusion with the 49ei;s; smirk­
ing at other council members' re­
marlcs and shouting ·over one ifil-
By Grace Hase
[email protected]
· The "GreatResignatiorr' has bit
Santa Clara, with many city em­
ployees leaving in large part be­
cause they've had enough of the
City Council's behavior.

Manager Deanna Santana , who
relayed the sobering news to the
Santa Clara City Council earlier
this month.

Beyond council dynamics, em­
ployees cited the workload and a
lack of work-life balance as other
motives to abandon ship.

And hirin g to replace depart ed
employees hasrrt been any easier.

Before the pandemic, the city had
said at the Feb. s meetin g. "WE: just took it off foi: now be~ The city bas especially strug- cause 1t ha~ been UJ? for_ s~ Ion~, gled to hire someone to help ful- Santana said of the Job listmg. 'It fill California Public Records Act became embarrassing for the or­ requests. The :first person quit af- ganization ~~ bav~ such an_ open ter just ftve days on the job, citing unfilled pos1~on given th~ history aheftyworltload that eclipsed the and tM lilceyliness of public sector InAp;ril 2021, the council cen-other on Zooi:n. •~
sured: Coun cil;member ;Kathy
Watanab~ and adn1onisbed Mayor
Lisa Gillmor when Watanabe re-At least that's among the top three reasons given during their
exit interviews, accor~gto CitY,
RESIGN ATION » PAGE 2
Re~ignatio:q.

FROM PAGEl
[
fused to let Councilmem­
ber Kevin Park - the coun­
cil's only Korean American
- speak at a "Stop Asian
Hate" rally.
- On two separate occa-
1 sions la51: year, residents
brought forwar d petitions
to the council to censure
Councilmember Anth ony
Becker and Park. They com­
plained about Becker for
"retaliating against a mem­
ber of the public" during a
meeting and Park for com­
ments he made comparing
single faini.ly homeowners
not being able -to design
a city to asking tod dlers
what they want for lunch.
... Neither was censured ,
but Becker ended up meet­
ing with the resident to
clear the air.
·. ,.~. -Top city officials are also acceptabl_e behavior on the ell agenda reports to Sili- that and then not expect T~e,_freshman co,uncjl- fed up with the council, ac- dais and in their public con Valley Powe1' contracts , tb,!J,t:tqete'.s going to be meqib_e(jdded that the cording to Chris Jackson, roles as city officials." according to Santana. · a con.sequ~.i;i~e," Gillmor cowii:il needs t o "turn over the president of Unit 9 - a -Tackson emphasized that C\o/ spokesp~rson Lo!]. said. ''.And ~~p,~'s wh_ere we a new leaf," "take away the union that represents un- each council member had Peterson said the council are right now. I think that politics" ·and foe.us on the classified managers. Jack- cast "the :first stone.'' has yet to announce a time- along with our other em- residents." · · son told the council last The lack of a:ciiy attor - ,;line fQr hiring a new attor- ployee issues , we have to In aik eymail, Peters.on week that a recent surve ney is aiso loo~g over -ney, however, a bid posted improve it because at the . said the,.cou.ncil will con­ of Unit 9 employees found the city. In September, the la.st year said an interim endofthedayourresidents tinue its priority setting them to be "frustrated and council ii.red Brian Doyle city attorney should have in Santa Clara expect that meeting on March l when dishearten ed" by the coun- .from the position. At the started Jan. 18. we give them the highest there 1:wi].l be a "continued cil:s mability _ to follow its tiqie, Gillmor said that Gillmor did not respond level of services." . discu§_sion on governance code of eto.ics and "respec,:t- Vice Mayor Suds Jain and to a request for comment, Becker, who frequently and coµncil .collegiality." fully work with city man- Coll.Ilcilmembers Raj Cha- but duri ng the meeting, spealcs out about the "tox- "City staff is request ­ agement.'' hal, Karen HardY, Park and said that the council ma- icity'' at the city, told this ing that city council help "This ongoing anim os- Becker voted to terminate jQrity ii.ring Doyle "at the news organization that he pace the city's work to al­ ity, inappropriate, offen- Doyle.' request of the {-9ers" has thouglrtitwas "inappropri- low staff to focus on the sive and sometimes flat Nearly six months since q:eat ed "ripple effects" ate" for Santana to throw critical priority of our fts­ out · inaccurate informa- Doyle was axed, the city re-· throug hout the city. Dur- "the City Coll.Ilcil under the ·ca1 condition and eI!lJ?loyee tion from council during mains without an at:torney ingthe 2020 election, 49ers bus.'' _ work-life balance given the public meetings is not only and continues to ,struggle owner Jed York spent se.v- . "What I've noticed with reduction ·in staff capacity embarrassing, but against with hirin g assistan t city eral million dollars on the city ·manager · when (productivity hou rs),''. he the city's harassment, bul- attorneys. It's caused the an independent e.xpendi- she's saying t~at, is she's said. "Like other organi ­ lying and ethics and val- city to turn to a "whack- ture committ ee bacltirig basic ally saying that it's zations, COVID has placed ues policies," Jaclcson said. a-mole" approach to le- three of the curr ent coun- council's fault and that's new· stressors on city staff "Slowly the code of ethics gal services, .focusin g on ell members: Becker, Park not talcing any responsi - and s~aff-h~ absorbed_de­ and values has eroded as liti gation fust, which has and Jain. · bility for any shortcom- .. livering services during council members gradually created delays in every- "I think that this coun- ings," Becker said of San- COVID while sustaini n g push ~e bound aries ofun- thing from creating coun- cil can't take action like tana's comments. day-to-day operations."

EXHIBIT C

EXHIBIT C
$
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28

LAW OFFICES

COTCHETT, PITRE &

MCCARTHY, LLP
JOSEPH W. COTCHETT (SBN 36324)
[email protected]
JAMES G. DALLAL (SBN 277826)
[email protected]
TAMARAH P. PREVOST (SBN 313422)
[email protected]
COTCHETT, PITRE & McCARTHY
San Francisco Airport Office Center
840 Malcolm Road, Suite 200
Burlingame, CA 94010
Telephone: (650) 697-6000
Facsimile: (650) 697-0577
ANN M. RAVEL (SBN 62139)

RAVEL LAW
25 Central A venue
Los Gatos, CA 95030
Telephone: (408) 458-0719
[email protected]
Attorneys for Plaintiff Republic Metropolitan LLC

SUPERIOR COURT OF THE STATE OF CALIFORNIA

IN AND FOR THE COUNTY OF SANTA CLARA
REPUBLIC METROPOLITAN, a
Delaware LLC,
Plaintiff,
v.

CITY OF SANTA CLARA, a municipal
corporation; and DOES 1 through 10,
inclusive,
Defendants.

Case No. 22CV393667

PLAINTIFF'S RESPONSE TO DEMAND

FOR BILL OF PARTICULARS
Action Filed: January 24, 2022
Plaintiff's Response to Bill of Particulars; Case No. 22CV393667 1 1 Plaintiff REPUBLIC METROPOLITAN, a Delaware LLC ("Plaintiff' or "REMET") 2 hereby responds to the Demand for Bill of Particulars (the "Demand") of Defendant CITY OF 3 SANT A CLARA, a municipal corporation ("Defendant" or "City"), as follows:
4 Plaintiff objects to the Demand on the grounds that it is overbroad, unduly burdensome 5 and exceeds the scope of California Code of Civil Procedure Section 454 ("Section 454"), the 6 language of which is limited to "items of an account," whereas Plaintiff has asserted several 7 causes of action premised on theories of recovery not tied to an "account." Plaintiff further 8 objects to the Demand on the grounds that it seeks broad discovery through the mechanism of 9 Code of Civil Procedure Section 454, which is unlawful and inappropriate. Plaintiff further 10 objects to the Demand because it is "not proper" under the circumstances of this case, which 11 concerns "both breach of contract and negligence," under the rule of Distefano v. Hall, 218 Cal. 12 App. 2d 657, 677-78 (1963). Plaintiff further objects to the Demand on the grounds that it is 13 premature and appears to be presented for purposes of imposing needless burden at the outset of 14 the litigation prior to the taking of any discovery. Plaintiff further objects to the Demand on the 15 grounds that it seeks information that is clearly within the appropriate scope of expert discovery 16 and analysis, at a stage of the lawsuit prior to the disclosure of expert witnesses. In presenting 17 this Bill of Particulars, Plaintiff does not concede that it states all sums lawfully owed to Plaintiff 18 for the entire course of Defendant's conduct or rightfully due under all six of the causes of action 19 asserted in this lawsuit, which additionally support redress in kind and an award of damages in 20 amounts exceeding sums shown in any "account" maintained by Plaintiff or otherwise, including 21 but not limited to sums awarded for pre-judgment or post-judgment interest. Plaintiff reserves all 22 rights including the right to amend or supplement this Bill of Particulars in due course at an 23 appropriate juncture later in the proceedings should discovery or other circumstances support 24 such amendment or supplementation.
25 Subject to and without waiving the foregoing objections, Plaintiff responds as follows:
26 1. Sums approximating $5,463,874.71 (costs reflected in $3,642,450.80 in itemized 27 entries plus $1,821,423.91 in interest to July 31, 2021) plus additional accrued interest as shown 28 $

LAW OFFICES

COTCHETT, PITRE &
MCCARTHY, LLP Plaintiff's Response to Bill of Particulars; Case No. 22CV393667 2 (!)

LAW OFFICES
in the file "Summary of Santa Clara Costs plus accrued interest to July 31, 2021," attached 2 hereto as Exhibit A.
3 2. Projected gross income and proceeds in an amount of at least $57,164,072, or in 4 the alternative $14,485,031, as reflected in internal analyses and projections shown in the fi1e 5 "Republic Santa Clara Project - Lost Opportunity" attached hereto as Exhibit B. 6 7
8 9
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 Dated: March 2, 2022
W.COTC
G.DALLAL
HP. PREVOST
At neys for Plaintiff Republic Metropolitan LLC
c~~i:;"~r:~/ Plaintiff's Response to Bill of Particulars; Case No. 22CV393667 3 Exhibit A

Exhibit A
Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Maturity Date: 7/31/2021
Interest Rate: 20%
# Days 365 Compounded
Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest 01000 - Award Submission
RFP Submissions/Management
Macy Office of Design
Bill 01/16/2019 664 Macy Office of Design Santa Clara benefits presentation, brochure: des 1,385.16 1,385.16 927 2.539726 815.73 Bill 05/21/2019 681 Macy Office of Design Admin & Dev support - mailing to council membe 5,114.68 6,499.84 802 2.19726 2,520.17 Bill 09/30/2019 Inv #686 Macy Office of Design Admin & Dev support - June to Aug - presentatio 8,375.00 14,874.84 670 1.835616 3,328.92 Bill 09/30/2019 inv #690 Macy Office of Design Ad min & Dev support - Sept - community outrea< 5,052.50 19,927.34 670 1.835616 2,008.28 Bill 11/04/2019 693 Macy Office of Design Oct services - VTA/City cordination/Design/DDA 13,998.37 33,925.71 635 1.739726 5,225.07 Bill 12/03/2019 702 Macy Office of Design Nov services - meeting cordination city/VTA - De 8,892.50 42,818.21 606 1.660274 3,143.62 Bill 01/07/2020 709 Macy Office of Design Dec services - current reports/history of Santa Cl 3,117.46 45,935.67 571 1.564384 1,028.94 Bill 02/12/2020 712 Macy Office of Design Jan services - Program mgt Surplus Land Act fc 752.50 46,688.17 535 1.465753 230.53 Bill 05/03/2020 727 Macy Office of Design VTA Submittal/ongoing project management/foll< 2,557.50 49,245.67 454 1.243836 651.02 Bill 07/05/2020 729 Macy Office of Design May/June services - community/VTA meeting co 16,538.07 65,783.74 391 1.071233 3,567.04 Bill 08/18/2020 736 Macy Office of Design July services - prepare Early consideration pack: 17,595.00 83,378.74 347 0.950685 3,330.01 Bill 09/28/2020 742 Macy Office of Design Aug services - project management/city council I 10,670.10 94,048.84 306 0.838356 1,762.17 Bill 11/09/2020 748 Macy Office of Design Oct services - Books for VTA meeting - securing 2,579.76 96,628.60 264 0.723288 363.65 Bill 11/10/2020 749 Macy Office of Design Oct services - prep team/presentation - RFQ inte 6,685.00 103,313.60 263 0.720548 938.52 Total Macy Office of Design 103,313.60 0.00 103,313.60
Total RFP Submissions/Management 103,313.60 0.00 103,313.60 Total 01000 -Award Submission 103,313.60 0.00 103,313.60 01001 - Land
Appraisal Fees
Kidder Mathews
General Journal 10/03/2016 Kidder Mathews Paid via RUP - Appraisal of 500 Benton Street 2 3,000.00 3,000.00 1762 4.827397 4,233.70 General Journal 10/03/2016 Kidder Mathews Paid via RUP - Appraisal of NE El Camino Real/I 3,000.00 6,000.00 1762 4.827397 4,233.70 General Journal 12/02/2016 Kidder Mathews Paid via RUP -Appraisal of NE El Camino Real/F 3,000.00 9,000.00 1702 4.663014 4,020.12 General Journal 12/02/2016 Kidder Mathews Paid via RUP - Appraisal of 500 Benton Street - 3,058.32 12,058.32 1702 4.663014 4,098.27 Total Kidder Mathews 12,058.32 0.00 12,058.32
Total Appraisal Fees 12,058.32 0.00 12,058.32
Site Research
B. Mendelsohn
General Journal 09/23/2014 69 Bob Mendelsohn Paid via RUP - To record Oct 1 retainer to B. Me 833.34 833.34 2503 6.857534 2,076.11 General Journal 10/28/2014 70 Bob Mendelsohn Paid via RUP - Payment of Nov consultancy to E 833.34 1,666.68 2468 6.761644 2,025.68 General Journal 11/04/2014 148 Bob Mendelsohn Paid via RUP - Consulting fee to B. Mendelsohn 1,666.67 3,333.35 2461 6.742466 4,031.38 General Journal 11/14/2014 72 Bob Mendelsohn Paid via RUP - Transfer to Bob Mendelsohn - D, 833.33 4,166.68 2451 6.715068 2,001.48 General Journal 01/02/2015 73 Bob Mendelsohn Paid via RUP - Jan 2015 payment to B. Mendels 833.34 5,000.02 2402 6.580822 1,932.96 Total B. Mendelsohn 5,000.02 0.00 5,000.02
James Haas
General Journal 06/13/2014 74 James Haas Paid via RUP - May 10 - June 9 - Services re Tr 833.34 833.34 2605 7.136986 2,228.18 General Journal 07/13/2014 75 James Haas Paid via RUP - June 10 - July 9 - Services re Tr. 833.34 1,666.68 2575 7.054795 2,182.65 General Journal 08/13/2014 76 James Haas Paid via RUP - July 10 - Aug 9 - Services re Tra 833.34 2,500.02 2544 6.969863 2,136.31 General Journal 09/13/2014 77 James Haas Paid via RUP - Sept 10 - Oct 9 - Services re Trar 833.34 3,333.36 2513 6.884932 2,090.68 General Journal 09/15/2014 78 James Haas Paid via RUP -Aug 10 - Sept 9 - Services re Tra 833.34 4,166.70 2511 6.879452 2,087.76 General Journal 11/13/2014 79 James Haas Paid via RUP - Oct 10 - Nov 9 - Services re Tran 833.34 5,000.04 2452 6.717808 2,002.92 Total James Haas 5,000.04 0.00 5,000.04
Western Pacific Properties, Inc
General Journal 10/16/2014 80 Western Pacific Properties Paid via RUP - October Consultancy - S. Kellent 833.34 833.34 2480 6.794521 2,042.87

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 11/01/2014 81 Western Pacific Properties Paid via RUP - November Consultancy - S. Kelle 833.34 1,666.68 2464 6.750685 2,019.98 General Journal 12/01/2014 82 Western Pacific Properties Paid via RUP - December Consultancy - S. Kelle 833.34 2,500.02 2434 6.668493 1,977.54 General Journal 01/01/2015 83 Western Pacific Properties Paid via RUP - Jan Consultancy - S. Kellenbergt 833.34 3,333.36 2403 6.583562 1,934.35 Total Western Pacific Properties, Inc 3,333.36 0.00 3,333.36 Total Site Research 13,333.42 0.00 13,333.42
Total 01001 - Land 25,391.74 0.00 25,391.74
02000 - Construction
Preconstruction Services
General Journal 10/30/2017 Nibbi Brothers Associates, Paid via RUP - Pre Construction Services - PreliI 10,000.00 10,000.00 1370 3.753425 9,824.44 Bill 02/13/2018 17100044-001 Swinerton Management & C Cost peer review of Nibbi construction numbers 7,260.00 17,260.00 1264 3.463014 6,390.31 Bill 07/26/2019 Application #1 CBG Building Company June/July - Clark Preconstruction Services - Con 3,000.00 20,260.00 736 2.016438 1,332.97 Bill 08/28/2019 Application #2 CBG Building Company Aug - Clark Preconstruction Services - Contract : 1,500.00 21,760.00 703 1.926027 631.06 Bill 09/27/2019 Application #3 CBG Building Company Sep - Clark Preconstruction Services - Contract : 1,500.00 23,260.00 673 1.843836 599.37 Bill 10/25/2019 Application #4 CBG Building Company Oct - Clark Preconstruction Services - Contract ~ 1,500.00 24,760.00 645 1.767123 570.21 Bill 01/05/2020 Application #6 CBG Building Company Dec - Clark Preconstruction Services - Contract : 1,500.00 26,260.00 573 1.569863 497.08 Bill 02/26/2020 Application 6 - Feb CBG Building Company Feb - Clark Preconstruction Services - Contract 1,500.00 27,760.00 521 1.427397 445.87 Bill 02/27/2020 Feb -App #7 CBG Building Company Feb - App #7 - Clark Preconstruction Services 1,500.00 29,260.00 520 1.424658 444.90 Bill 04/13/2020 App #8- Mar CBG Building Company March - App #8 - Clark Preconstruction Service 1,500.00 30,760.00 474 1.29863 400.72 Bill 06/01/2020 App #9 Apr/May CBG Building Company Period to April 1 to May 31, 2020 - Clark Precon 3,000.00 33,760.00 425 1.164384 709.53 Bill 07/29/2020 App #10 - July CBG Building Company July 31, 2020 -App #10 - Clark Preconstruction 1,500.00 35,260.00 367 1.005479 301.80 Bill 08/31/2020 App #11 - August CBG Building Company August - Clark Preconstruction Services - Cont, 1,500.00 36,760.00 334 0.915068 272.34 Bill 09/28/2020 App #12 - Sept CBG Building Company Sept -App #12 - Clark Preconstruction Service, 1,500.00 38,260.00 306 0.838356 247.73 Bill 10/31/2020 App #13 CBG Building Company Oct - App #12 - Clark Preconstruction Services 1,500.00 39,760.00 273 0.747945 219.15 Bill 11/30/2020 App #14 - Nov CBG Building Company Nov - App #14 - Clark Preconstruction Services 1,500.00 41,260.00 243 0.665753 193.58 Bill 12/22/2020 App #15 CBG Building Company Nov - App #15 - Clark Preconstruction Services 1,500.00 42,760.00 221 0.605479 175.07 Bill 01/28/2021 App #16 CBG Building Company Jan - App #15 - Clark Preconstruction Services 1,500.00 44,260.00 184 0.50411 144.40 Total Preconstruction Services 44,260.00 0.00 44,260.00 Total 02000 - Construction 44,260.00 0.00 44,260.00
03000 - Arch. & Engineering
Architectural Design
Humphreys & Partners Architects
General Journal 02/17/2017 Humphreys & Partners - C, Paid via RUP - Site Plan Concept & Images - St 5,500.00 5,500.00 1625 4.452055 6,884.60 Bill 02/02/2018 65505 Humphreys & Partners - C, January services - Land planning - #1202 & 125( 3,500.00 9,000.00 1275 3.493151 3,116.98 Bill 04/04/2018 66049 Humphreys & Partners - C, April services - Site Plan revisions & renderings 3,295.00 12,295.00 1214 3.326027 2,747.47 Bill 04/04/2018 66031 Humphreys & Partners - S, April Services - Hand Drawn Color Perspective 2,000.00 14,295.00 1214 3.326027 1,667.66 Bill 06/12/2018 66646 Humphreys & Partners - S, Travel + May services - Site Plan concept - Desi, 3,530.09 17,825.09 1145 3.136986 2,724.17 Bill 07/08/2018 66944 Humphreys & Partners - S, June services - 2 perspective renderings ($5k) p 5,497.39 23,322.48 1119 3.065753 4,116.67 Bill 08/08/2018 67335 Humphreys & Partners - S, July services - 2 renderings (4 in total) 5,000.00 28,322.48 1088 2.980822 3,609.84 Bill 08/31/2018 67461 Humphreys & Partners - S, Aug services - landplan 555.69 28,878.17 1065 2.917808 390.26 Bill 11/02/2018 68155 Humphreys & Partners - S, Oct services 12,740.00 41,618.17 1002 2.745205 8,275.43 Bill 01/07/2019 68648 Humphreys & Partners - S, Missing invoices 3,330.46 44,948.63 936 2.564384 1,985.18 Bill 02/12/2019 69077 Humphreys & Partners - S, Elevations/conceptual floor plans/computer rend 19,800.46 64,749.09 900 2.465753 11,239.18 Bill 03/07/2019 69188 Humphreys & Partners - S, Land Plan revision 1,757.50 66,506.59 877 2.40274 966.12 Bill 04/04/2019 69445 Humphreys & Partners - S, Land Plan revision 2,903.24 69,409.83 849 2.326027 1,533.47 Bill 05/08/2019 69746 Humphreys & Partners - S, Concept Site Plan 1,202.50 70,612.33 815 2.232877 604.20 Bill 05/08/2019 69746 Humphreys & Partners - S, Concept Site Plan - Landscape 2,750.00 73,362.33 815 2.232877 1,381.76 Bill 05/29/2019 69955 Humphreys & Partners - S, May services - Land Plan/renderings 1,948.55 75,310.88 794 2.175342 948.51 Bill 07/08/2019 70273 Humphreys & Partners - S, June services - Land Plan/renderings 1,481.15 76,792.03 754 2.065753 677.43 Bill 08/09/2019 70703 Humphreys & Partners - S, July services - Land Plan/renderings 3,203.30 79,995.33 722 1.978082 1,391.06 Bill 09/06/2019 70988 Humphreys & Partners - S, August services - Land Plan/renderings 5,054.72 85,050.05 694 1.90137 2,094.36 Bill 10/09/2019 71544 Humphreys & Partners - S, Sept services - Land Plan/renderings 23,885.28 108,935.33 661 1.810959 9,344.26

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 10/23/2019 71563 Humphreys & Partners - S, Oct services - Land Plan/renderings 21,430.00 130,365.33 647 1.772603 8,175.95 Bill 11/22/2019 71938 Humphreys & Partners - S, Nov services - Public meetings/project co-ordina 4,061.66 134,426.99 617 1.690411 1,466.14 Bill 12/23/2019 72474 Humphreys & Partners - S, Nov services - Elevation plans/conceptual floor i 15,060.82 149,487.81 586 1.605479 5,121.56 Bill 01/28/2020 72819 Humphreys & Partners - S, Jan services - Project co-ordination 2,311.33 151,799.14 550 1.506849 730.79 Bill 03/25/2020 73336 Humphreys & Partners - S, Jan services - Project co-ordination plus reprodu 2,721.19 154,520.33 493 1.350685 759.84 Bill 04/21/2020 73588 Humphreys & Partners - S, April services - Project co-ordination plus expem 1,916.23 156,436.56 466 1.276712 502.23 Bill 05/21/2020 73967 Humphreys & Partners - S, May services - Project co-ordination plus expens 1,403.65 157,840.21 436 1.194521 341.54 Bill 06/23/2020 74380 Humphreys & Partners - S, June services - Project co-ordination plus exper 5,022.30 162,862.51 403 1.10411 1,119.95 Bill 06/30/2020 2038 Humphreys & Ptnrs Landsc Landscape architectural plans for Planning App 1 5,850.00 168,712.51 396 1.084932 1,279.55 Bill 07/21/2020 74594 Humphreys & Partners - S, July services - application resubmittal + general 22,771.06 191,483.57 375 1.027397 4,691.05 Bill 09/25/2020 75247 Humphreys & Partners - S, Aug services - shadow study 2,000.00 193,483.57 309 0.846575 333.80 Bill 02/25/2021 76617 Humphreys & Partners - S, Reimbursable expenses re printing/shipping 454.48 193,938.05 156 0.427397 36.83 Total Humphreys & Partners Architects 193,938.05 0.00 193,938.05 Robin Chiang & Company
General Journal 06/23/2015 4 Robin Chiang & Company Paid via RUP - Paid via RUP - Concept design n 10,000.00 10,000.00 2230 6.109589 20,462.45 General Journal 10/01/2015 Robin Chiang & Company Paid via RUP - Concept design re Santa Clara/R 6,666.67 16,666.67 2130 5.835616 12,652.14 General Journal 01/08/2016 Robin Chiang & Company Paid via RUP - Concept design re Santa Clara/R 9,666.67 26,333.34 2031 5.564384 16,994.04 Total Robin Chiang & Company 26,333.34 0.00 26,333.34
Total Architectural Design 220,271.39 0.00 220,271.39
Civil Engineering
Alta Survey
Bill 04/10/2018 18040215 BKF Engineers (Santa Clar Services Feb 1 to April 1 - Alta Survey 6,808.00 6,808.00 1208 3.309589 5,639.35 Bill 05/15/2018 18050661 BKF Engineers (Santa Clar Services April 2 - April 29 - Alta Survey 4,425.20 11,233.20 1173 3.213699 3,525.36 Bill 06/13/2018 18060614 BKF Engineers (Santa Clar Services Apr 30 to May 27 - Alta Survey 3,566.80 14,800.00 1144 3.134247 2,749.35 Total Alta Survey 14,800.00 0.00 14,800.00
Hydrology services
Bill 06/08/2019 81802 5-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 3,328.45 3,328.45 784 2.147945 1,595.56 Bill 07/08/2019 81802 6-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 4,328.05 7,656.50 754 2.065753 1,979.51 Bill 08/08/2019 81802 7-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 12,380.95 20,037.45 723 1.980822 5,385.39 Bill 09/08/2019 81802 8-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 2,247.25 22,284.70 692 1.89589 927.94 Bill 10/08/2019 81802 9-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 2,436.05 24,720.75 662 1.813699 954.71 Bill 12/12/2019 8180211-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 4,695.25 29,416.00 597 1.635616 1,631.33 Bill 12/27/2019 12253 Infrastructure Engineering I Nov 30 to Dec 27 - Design engineering services 22,777.15 52,193.15 582 1.594521 7,684.65 Bill 01/08/2020 81802 12-19 Todd Groundwater Hydrology services pertaining to relocation of Cit 3,318.25 55,511.40 570 1.561644 1,093.00 Bill 01/31/2020 12311 Infrastructure Engineering I Nov 30 to Dec 27 - Design engineering services 39,859.94 95,371.34 547 1.49863 12,524.23 Bill 02/29/2020 12393 Infrastructure Engineering I Feb services - Design engineering services re w, 13,503.28 108,874.62 518 1.419178 3,987.60 Bill 03/23/2020 12518 Infrastructure Engineering 1 Mar services - Design engineering services re w, 4,485.99 113,360.61 495 1.356164 1,258.36 Bill 04/24/2020 12622 Infrastructure Engineering I Apr services - Design engineering services re WE 28,099.42 141,460.03 463 1.268493 7,311.58 Bill 05/29/2020 12692 Infrastructure Engineering I May services - Design engineering services re w 14,859.38 156,319.41 428 1.172603 3,541.93 Bill 07/26/2020 12762 Infrastructure Engineering 1 June services - Design engineering services rev 1,781.58 158,100.99 370 1.013699 361.66 Bill 07/31/2020 12836 Infrastructure Engineering 1 July services - Design engineering services re w 2,210.00 160,310.99 365 1 442.00 Bill 08/28/2020 12938 Infrastructure Engineering I Aug services - Design engineering services re w 979.37 161,290.36 337 0.923288 179.55 Bill 10/30/2020 13100 Infrastructure Engineering 1 Sept services - Design engineering services re"' 399.68 161,690.04 274 0.750685 58.62 Total Hydrology services 161,690.04 0.00 161,690.04
Structural
Bill 12/01/2019 10031900158 KPFF Inc. general pre-con consulting working with the Geol 300.00 300.00 608 1.665753 106.46 Bill 08/01/2020 335386 KPFF Inc. Structural engineering services thru July - pre-de 1,200.00 1,500.00 364 0.99726 239.28 Bill 09/01/2020 340137 KPFF Inc. Structural engineering services thru Aug - pre-de 500.00 2,000.00 333 0.912329 90.49 Total Structural 2,000.00 0.00 2,000.00
Traffic Studies
Bill 12/24/2019 Inv #1 CHS Consulting Group - Si 500 Benton - Santa Clara TDM & Parking Ratio! 18,879.00 18,879.00 585 1.60274 6,407.34

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 01/10/2020 Invoice #3 CHS Consulting Group - S, Dec services - 500 Benton - Santa Clara TDM & 816.00 19,695.00 568 1.556164 267.70 Bill 02/11/2020 Inv #3 CHS Consulting Group - S, Jan services - 500 Benton - Santa Clara TDM & 4,379.00 24,074.00 536 1.468493 1,344.37 Bill 03/06/2020 #4 CHS Consulting Group - S, Feb services - 500 Benton - Santa Clara TDM & 4,704.00 28,778.00 512 1.40274 1,370.88 Bill 06/11/2020 Inv #5 CHS Consulting Group - S, March 1 to May 29, 2020 - revised TOM/Parking 3,241.00 32,019.00 415 1.136986 746.56 Bill 08/05/2020 #6 CHS Consulting Group - S, June 1 to July 31, 2020 - revised TOM/Parking S 2,362.00 34,381.00 360 0.986301 465.33 Total Traffic Studies 34,381.00 0.00 34,381.00
Utilities Studies
Bill 04/16/2018 18040523 BKF Engineers - Santa Cla Feb 26 to April 1 services - Utility due diligence - 1,200.00 1,200.00 1202 3.293151 987.44 Bill 05/14/2018 18050484 BKF Engineers - Santa Cla April 2 - 29 services - prelim utility exhibit+ filin( 3,397.20 4,597.20 1174 3.216438 2,709.45 Bill 06/04/2018 18060137 BKF Engineers - Santa Cla April 30 to May 27 services - Utility due dilgenc, 85.84 4,683.04 1153 3.158904 66.85 Bill 07/18/2018 18070572 BKF Engineers - Santa Cla May 28 - Jul 1 services - Utility due dilgence re, 2,212.97 6,896.01 1109 3.038356 1,637.88 Bill 09/07/2018 18090568 BKF Engineers - Santa Cla Jul 30 - Aug 26 services - Utility due dilgence re 300.00 7,196.01 1058 2.89863 208.91 Bill 10/04/2018 18100106 BKF Engineers - Santa Cla Aug 27 - Sept 30 services - Utility due dilgence 800.00 7,996.01 1031 2.824658 538.91 Bill 11/05/2018 18110251 BKF Engineers - Santa Cla Oct 1 to Oct 28 services - Utility due dilgence re 10,578.26 18,574.27 999 2.736986 6,845.11 Bill 02/13/2019 19020625 BKF Engineers - Santa Cla Dec 31 to Jan 27 services - Schematic Design/E 11,000.00 29,574.27 899 2.463014 6,235.23 Bill 03/08/2019 19030391 BKF Engineers - Santa Cla Jan 28 - Feb 24 services - Schematic Design/Er 3,182.50 32,756.77 876 2.4 1,747.01 Bill 04/15/2019 19040565 BKF Engineers - Santa Cla Feb 24 services - March 31- Schematic Design, 1,500.00 34,256.77 838 2.29589 779.73 Bill 05/10/2019 19050572 BKF Engineers - Santa Cla Apr services Schematic Design (Civil Engineerir 3,122.35 37,379.12 813 2.227397 1,564.16 Bill 06/12/2019 19060931 BKF Engineers - Santa Cla May services - Consultants - Todd Groundwater 3,524.52 40,903.64 780 2.136986 1,679.14 Bill 07/05/2019 19070087 BKF Engineers - Santa Cla June services - Consultants - Schematic Desig1 652.50 41,556.14 757 2.073973 299.86 Bill 10/14/2019 19100677 BKF Engineers - Santa Cla Aug 26 - Sept 29 services - Consultants - Scher 1,100.00 42,656.14 656 1.79726 426.52 Bill 11/01/2019 19110068 BKF Engineers - Santa Cla Sept 30 - Oct 27 services - Consultants - Scherr 1,252.00 43,908.14 638 1.747945 469.90 Bill 12/03/2019 19120583 BKF Engineers - Santa Cla Oct 28 - Nov 24 services - Schematic Design 158.28 44,066.42 606 1.660274 55.95 Bill 01/13/2020 20010629 BKF Engineers - Santa Cla Nov 25 - Dec 29 services - Site Plan - Joint Tre 16,412.76 60,479.18 565 1.547945 5,351.80 Bill 02/11/2020 20020674 BKF Engineers - Santa Cla Dec 30 - Jan 26 services - Site Plan - Joint Tren 5,378.75 65,857.93 536 1.468493 1,651.30 Bill 03/03/2020 20030286 BKF Engineers - Santa Cla Jan 27 - Feb 23 services - Site Plan redesign - 2,873.02 68,730.95 515 1.410959 842.85 Bill 04/10/2020 20040574 BKF Engineers - Santa Cla Feb 24 - Mar 29 services - Site Plan redesign - 93.26 68,824.21 477 1.306849 25.09 Bill 05/05/2020 20050321 BKF Engineers - Santa Cla Mar 30 - April 26 services - Site Plan redesign - 810.25 69,634.46 452 1.238356 205.24 Bill 06/05/2020 20060408 BKF Engineers - Santa Cla April 27 - May 24 services - Site Plan redesign • 2,199.35 71,833.81 421 1.153425 514.74 Bill 07/07/2020 200170476-10 BKF Engineers - Santa Cla May 25 - June 28 services - Prelim Stormwater I 1,256.00 73,089.81 389 1.065753 269.38 Bill 09/04/2020 20090367 BKF Engineers - Santa Cla July 27 - Aug 23 services - Prelim Stormwater IV 1,500.00 74,589.81 330 0.90411 268.80 Bill 10/07/2020 20100412 BKF Engineers - Santa Cla Aug 24 - Sept 27 services - Additions to Civil B, 24,444.50 99,034.31 297 0.813699 3,909.27 Bill 11/23/2020 20120027 BKF Engineers - Santa Cla Oct 26 - Nov 22 services - Utility Due Diligence 4,952.25 103,986.56 250 0.684932 658.70 Bill 01/04/2021 21010052 BKF Engineers - Santa Cla Nov 23 - dee 27 services - Utility Due Diligence 6,721.50 110,708.06 208 0.569863 735.92 Bill 02/01/2021 21020209 BKF Engineers - Santa Cla Dec 28 - 01/24 services - Utility Due Diligence - 2,917.25 113,625.31 180 0.493151 274.45 Total Utilities Studies 113,625.31 0.00 113,625.31
Total Civil Engineering 326,496.35 0.00 326,496.35
Environmental Study
AIIWest Environmental, Inc.

Bill 03/26/2018 18035.201 AIIWest Environmental - S, Phase I - 500 Benton Street - Database search, , 4,075.00 4,075.00 1223 3.350685 3,431.53 Bill 04/01/2018 18035.231 AIIWest Environmental - S, April services - soil sampling at 500 Benton St, (1 4,468.75 8,543.75 1217 3.334247 3,738.47 Bill 04/16/2018 18035.23.1 AIIWest Environmental - S, Subsurface Investigation; 500 Benton St, Santa , 2,500.00 11,043.75 1202 3.293151 2,057.18 Bill 04/18/2018 18035.23 VTA1 AIIWest Environmental - S, May 1- 15services - soil sampling at 500 Benton 4,783.05 15,826.80 1200 3.287671 3,927.12 Bill 04/18/2018 18035.2312 AIIWest Environmental - S, May 1- 15 services - Phase II soil sampling at 50 10,523.80 26,350.60 1200 3.287671 8,640.57 Bill 05/31/2018 18035.23.VTA.2 AIIWest Environmental - S, May 16 - 31 services - Phase II soil sampling at I 2,565.00 28,915.60 1157 3.169863 2,006.74 Bill 06/09/2018 204362 GPRS part of the scope of work performed for the Phas 750.00 29,665.60 1148 3.145205 580.77 Bill 06/27/2018 18035.2313 AIIWest Environmental - S, May 16 - June 12services - Phase II soil samplin 2,203.23 31,868.83 1130 3.09589 1,671.10 Bill 06/27/2018 18035.23.VTA.3 AIIWest Environmental - S, June 1 - 19 services - Phase II soil sampling at I 6,530.32 38,399.15 1130 3.09589 4,953.09 Bill 06/30/2018 18035.2314 AIIWest Environmental - S, June 13 - June 29 services - Phase II soil sampli 1,918.75 40,317.90 1127 3.087671 1,450.27 Bill 06/30/2018 18035.23.VTA5 AIIWest Environmental - S, June 20 - June 29 services - Phase II soil sampli 3,495.00 43,812.90 1127 3.087671 2,641.67 Bill 07/31/2018 18035.2315 AIIWest Environmental - S, July 1 - 29 services - Phase II soil sampling at 5 664.96 44,477.86 1096 3.00274 484.66

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 07/31/2019 19109.361 AIIWest Environmental - Si July 1 - 29 services - Phase II soils and GW tabl 886.25 45,364.11 731 2.00274 390.59 Bill 10/31/2019 19109.3612 AIIWest Environmental - Si Aug 1 - Oct 31 services - consulting services re 1,123.75 46,487.86 639 1.750685 422.54 Total AIIWest Environmental, Inc. 46,487.86 0.00 46,487.86 David J. Powers & Associates, I
Bill 03/25/2019 SCU Mixed Use David J. Powers & Associa Deposit - CEQA - environmental review - Cost E 29,463.00 29,463.00 859 2.353425 15,787.57 Bill 05/30/2019 23746 David J. Powers & Associa Thru 4/30/19 - Preparation of Administrative Dra1 3,087.50 32,550.50 793 2.172603 1,500.64 Bill 06/26/2019 23832 David J. Powers & Associa Thru 5/31/19 - Preparation of Administrative Dra1 5,770.00 38,320.50 766 2.09863 2,689.56 Bill 07/24/2019 24031 David J. Powers & Associa Thru 6/30/19 - Preparation of Administrative Dra1 16,598.03 54,918.53 738 2.021918 7,398.84 Bill 08/22/2019 24151 David J. Powers & Associa Thru 7/31/19 - Preparation of Administrative Dra1 5,929.15 60,847.68 709 1.942466 2,519.73 Bill 09/25/2019 24182 David J. Powers & Associa Thru 8/31/19 - Preparation of Administrative Dra1 1,170.00 62,017.68 675 1.849315 469.14 Bill 10/29/2019 24402 David J. Powers & Associa Thru 9/30/19 - Preparation of Administrative Dra1 28,300.00 90,317.68 641 1.756164 10,679.99 Bill 11/20/2019 24531 David J. Powers & Associa Thru 10/31/19 - Preparation of Administrative Dr. 12,542.57 102,860.25 619 1.69589 4,544.56 Bill 12/24/2019 24632 David J. Powers & Associa Thru 11 /30/19 - Preparation of Administrative Dr. 8,458.75 111,319.00 585 1.60274 2,870.81 Bill 01/30/2020 24778 David J. Powers & Associa Thru 12/31/19 - Preparation of Administrative Dr. 13,133.31 124,452.31 548 1.50137 4,135.19 Bill 02/25/2020 24889 David J. Powers & Associa Thru 1/1/20 - Preparation of Administrative Draft 10,722.50 135,174.81 522 1.430137 3,194.19 Bill 02/25/2020 24889 David J. Powers & Associa Prepayment applied 10,054.06 125,120.75 522 1.430137 (2,995.07) Bill 03/23/2020 24948 David J. Powers & Associa Thru 2/29 - Preparation of Administrative Draft In 475.00 125,595.75 495 1.356164 133.24 Bill 03/23/2020 24948 David J. Powers & Associa Prepayment applied 475.00 125,120.75 495 1.356164 (1,083.24) Bill 08/19/2020 25598 David J. Powers & Associa Thru 7/31/20 - Preparation of Administrative Dra1 353.70 125,474.45 346 0.947945 66.73 Bill 08/19/2020 25598 David J. Powers & Associa Prepayment applied 353.70 125,120.75 346 0.947945 (774.13) Bill 09/29/2020 25723 David J. Powers & Associa Thru 8/31/20 - Project Management 1,888.12 127,008.87 305 0.835616 310.73 Bill 09/29/2020 25723 David J. Powers & Associa Prepayment applied 1,888.12 125,120.75 305 0.835616 (4,086.97) Bill 10/28/2020 25839 David J. Powers & Associa Thru 9/30/20 - Preparation of Administrative Dra1 828.75 125,949.50 276 0.756164 122.51 Bill 01/26/2021 26238 David J. Powers & Associa Thru 1/26/21 - ongoing CEQA 475.00 126,424.50 186 0.509589 46.25 Bill 02/21/2021 26310 David J. Powers & Associa Thru 2/24/21 - ongoing CEQA 3,336.50 129,761.00 160 0.438356 277.60 Total David J. Powers & Associates, I 142,531.88 12,770.88 129,761.00 Total Environmental Study 189,019.74 12,770.88 176,248.86 Geotechnical
Miller Pacific Engineering
Bill 06/05/2018 18773 Miller Pacific Engineering C Mar 12 - June 3 - Phase I - Prelim Geotechnical I 6,500.00 6,500.00 1152 3.156164 5,056.40 Bill 10/25/2019 20970 Miller Pacific Engineering C Jul 15 to Oct 13 - Geotechnical services - consul 3,025.00 9,525.00 645 1.767123 1,149.92 Bill 04/10/2020 21533 Miller Pacific - Santa Clara Geotecnical investigation - subsurface exploratic 14,266.23 23,791.23 477 1.306849 3,838.30 Bill 07/24/2020 21792 Miller Pacific - Santa Clara Geotecnical investigation - subsurface exploratic 13,836.00 37,627.23 372 1.019178 2,825.36 Total Miller Pacific Engineering 37,627.23 0.00 37,627.23 Other
Bill 04/10/2020 20200040101 Albion Environmental, Inc Archaeological & Native American oversight for, 2,579.04 2,579.04 477 1.306849 693.88 Total Other 2,579.04 0.00 2,579.04
Total Geotechnical 40,206.27 0.00 40,206.27
Mechanical Engineering
Integral Group
Bill 04/09/2020 15880 Integral Group Services thru March 31 - MEP services 7,197.00 7,197.00 478 1.309589 1,940.90 Bill 05/07/2020 16052 Integral Group Services thru April 30 - MEP services 1,297.50 8,494.50 450 1.232877 327.03 Bill 06/08/2020 16201 Integral Group Services thru May 31 - MEP services 5,755.00 14,249.50 418 1.145205 1,336.27 Bill 07/10/2020 1295 Integral Group Services thru June 30 - MEP services 1,295.00 15,544.50 386 1.057534 275.39 Bill 08/10/2020 16469 Integral Group Services thru July 31 - MEP services re entitlem, 600.00 16,144.50 355 0.972603 116.41 Total Integral Group 16,144.50 0.00 16,144.50
Total Mechanical Engineering 16,144.50 0.00 16,144.50
Total 03000 - Arch. & Engineering 792,138.25 12,770.88 779,367.37 03500 - Permits & Fees
City Staff Reimbursement
General Journal 01/18/2018 241 To record ENA deposit required by City of Santa 25,000.00 25,000.00 1290 3.534247 22,619.63

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 07/31/2018 260 To record cashier's check re funding of ENA dep 25,000.00 50,000.00 1096 3.00274 18,221.58 Total City Staff Reimbursement 50,000.00 0.00 50,000.00 Permits & Fees
Bill 02/21/2019 Filing Fees City of Santa Clara Santa Clara Planning Application Filing Fees 109,164.81 109,164.81 891 2.441096 61,196.78 Total Permits & Fees 109,164.81 0.00 109,164.81
Total 03500 - Permits & Fees 159,164.81 0.00 159,164.81 04000 • Legal Costs
Acquisition
Cox Castle Nicholson
Bill 01/26/2018 462730 Cox Castle - Santa Clara - Dec correspondence - conference with BM to dis 168.75 168.75 1282 3.512329 151.40 Bill 02/22/2018 464069 Cox Castle - Santa Clara - Dec/Jan correspondence - review project docs/ci 27,986.25 28,155.00 1255 3.438356 24,397.67 Bill 02/22/2018 464070 Cox Castle - Santa Clara 0 Jan services - review title docs - prepare title me 1,968.75 30,123.75 1255 3.438356 1,716.30 Bill 03/20/2018 465393 Cox Castle - Santa Clara - Feb correspondence - review city dev impact fee 9,189.59 39,313.34 1229 3.367123 7,789.29 Bill 03/20/2018 465394 Cox Castle - Santa Clara 0 Feb services - review title docs - contiinue title m 1,618.75 40,932.09 1229 3.367123 1,372.09 Bill 04/11/2018 466260 Cox Castle - Santa Clara 0 Mar services - review title docs - draft title object 5,425.00 46,357.09 1207 3.306849 4,488.80 Bill 04/11/2018 466259 Cox Castle - Santa Clara - Mar correspondence - review student housing le! 6,351.25 52,708.34 1207 3.306849 5,255.21 Bill 05/10/2018 467960 Cox Castle - Santa Clara 0 Apr services - finalize title objection letters - dele 1,453.74 54,162.08 1178 3.227397 1,164.66 Bill 05/10/2018 467959 Cox Castle - Santa Clara - Apr correspondence - review student housing le( 386.25 54,548.33 1178 3.227397 309.44 Bill 06/19/2018 469326 Cox Castle - Santa Clara 0 May services - review survey & title issues 1,837.50 56,385.83 1138 3.117808 1,406.64 Bill 07/20/2018 471160 Cox Castle - Santa Clara 0 June services - review survey & title issues - dra 5,968.58 62,354.41 1107 3.032877 4,407.13 Bill 08/15/2018 472478 Cox Castle - Santa Clara 0 July services - review survey & title issues - com 3,751.90 66,106.31 1081 2.961644 2,686.20 Bill 09/18/2018 474229 Cox Castle - Santa Clara 0 Review water & sewer line revisions to survey, rE 412.50 66,518.81 1047 2.868493 283.41 Bill 09/18/2018 474228 Cox Castle - Santa Clara - Aug correspondence - review application form ar 643.75 67,162.56 1047 2.868493 442.30 Bill 10/18/2018 476201 Cox Castle - Santa Clara 0 Review survey & Title - work on DOA worksheet 7,162.50 74,325.06 1017 2.786301 4,741.35 Bill 11/20/2018 477965 Cox Castle - Santa Clara - Oct correspondence - discuss DOA items, call to 435.00 74,760.06 984 2.69589 276.14 Bill 11/20/2018 476200 Cox Castle - Santa Clara - Sept correspondence - missing invoice 1,966.25 76,726.31 984 2.69589 1,248.17 Bill 11/20/2018 477966 Cox Castle - Santa Clara 0 Oct services - review survey & Title - work on DC 15,762.50 92,488.81 984 2.69589 10,006.00 Bill 12/11/2018 479008 Cox Castle - Santa Clara - Nov correspondence - review new zoning district 257.50 92,746.31 963 2.638356 159.07 Bill 01/10/2019 480435 Cox Castle - Santa Clara - Dec correspondence - review revised developmE 950.00 93,696.31 933 2.556164 563.99 Bill 01/10/2019 480436 Cox Castle - Santa Clara 0 Nov/Dec services - work on DOA Term sheet 12,253.75 105,950.06 933 2.556164 7,274.77 Bill 02/15/2019 482008 Cox Castle - Santa Clara - Jan correspondence - review parcel diagram/res, 1,008.75 106,958.81 897 2.457534 570.22 Bill 02/19/2019 482108 Cox Castle - Santa Clara 0 Jan services - work on DOA Term sheet 11,506.25 118,465.06 893 2.446575 6,468.24 Bill 03/21/2019 483711 Cox Castle - Santa Clara - Feb correspondence - review & analyze required 2,337.50 120,802.56 863 2.364384 1,259.72 Bill 03/21/2019 483712 Cox Castle - Santa Clara 0 Jan services - work on DOA Term sheeULease T 8,463.75 129,266.31 863 2.364384 4,561.25 Bill 04/19/2019 485397 Cox Castle - Santa Clara - Mar correspondence - review planning applicatio 1,010.00 130,276.31 834 2.284932 521.95 Bill 04/19/2019 485537 Cox Castle - Santa Clara 0 Mar services - title review/title objections - work c 9,427.47 139,703.78 834 2.284932 4,871.97 Bill 05/23/2019 487323 Cox Castle - Santa Clara - Apr correspondence - worrk on environmrntal CE 6,161.25 145,865.03 800 2.191781 3,026.66 Bill 05/23/2019 487324 Cox Castle - Santa Clara 0 Apr services - title review/title objections - work c 5,265.00 151,130.03 800 2.191781 2,586.39 Bill 06/16/2019 488382 Cox Castle - Santa Clara - May correspondence - research density bonus/p, 3,256.25 154,386.28 776 2.126027 1,541.74 Bill 06/16/2019 488383 Cox Castle - Santa Clara 0 May services - lot tie issues/well relocation 1,755.00 156,141.28 776 2.126027 830.94 Bill 07/23/2019 490357 Cox Castle - Santa Clara - June correspondence - various - CEDA,GPA & I< 846.41 156,987.69 739 2.024658 377.91 Bill 07/23/2019 490358 Cox Castle - Santa Clara 0 June services - review new changes to project re 438.75 157,426.44 739 2.024658 195.90 Bill 08/15/2019 491492 Cox Castle - Santa Clara - July correspondence - various - bonus density/er 9,953.75 167,380.19 716 1.961644 4,279.76 Bill 08/15/2019 491493 Cox Castle - Santa Clara 0 July services - review changes to entitlement dis 1,205.00 168,585.19 716 1.961644 518.11 Bill 09/19/2019 493197 Cox Castle - Santa Clara - Aug correspondence - various - review City planr 20,296.22 188,881.41 681 1.865753 8,223.67 Bill 09/30/2019 493854 Cox Castle - Santa Clara 0 Aug services - work on DOA Term sheeUsecond 23,550.66 212,432.07 670 1.835616 9,360.98 Bill 10/15/2019 494492 Cox Castle - Santa Clara - Sept correspondence - various - telephone confE 5,243.36 217,675.43 655 1.794521 2,029.45 Bill 10/16/2019 494711 Cox Castle - Santa Clara 0 Sep services - work on DOA Term sheeUaffordal 23,514.58 241,190.01 654 1.791781 9,085.05 Bill 11/19/2019 496151 Cox Castle - Santa Clara - Oct correspondence - call with TMO re affordabh 1,117.50 242,307.51 620 1.69863 405.67 Bill 11/19/2019 496152 Cox Castle - Santa Clara 0 Oct services - work on DOA Term sheeUaffordab 5,350.84 247,658.35 620 1.69863 1,942.42 Bill 01/22/2020 499928 Cox Castle - Santa Clara 0 Dec services - work on Surplus Land AcUafforda 18,633.75 266,292.10 556 1.523288 5,965.17

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 01/22/2020 499927 Cox Castle - Santa Clara - Dec correspondence - draft TDM measures/term 7,756.25 274,048.35 556 1.523288 2,482.99 Bill 02/13/2020 500744 Cox Castle (redwood - land Jan services - surplus land act analysis 760.00 274,808.35 534 1.463014 232.33 Bill 02/21/2020 501170 Cox Castle - Santa Clara - Jan correspondence - research Surplus Land A< 13,081.25 287,889.60 526 1.441096 3,930.81 Bill 02/29/2020 501929 Cox Castle - Santa Clara 0 Jan services - work on Surplus Land AcUaffordal 22,005.03 309,894.63 518 1.419178 6,498.21 Bill 03/19/2020 502729 Cox Castle - Santa Clara - Feb correspondence - research Surplus Land A, 11,636.22 321,530.85 499 1.367123 3,293.87 Bill 03/19/2020 502730 Cox Castle - Santa Clara 0 Feb services - work on Surplus Land AcUaffordal 8,321.59 329,852.44 499 1.367123 2,355.60 Bill 04/09/2020 503937 Cox Castle - Santa Clara 0 Mar services - work on Surplus Land AcUaffordal 9,840.00 339,692.44 478 1.309589 2,653.67 Bill 04/09/2020 503936 Cox Castle - Santa Clara - Mar correspondence - research Surplus Land A, 11,065.00 350,757.44 478 1.309589 2,984.03 Bill 05/08/2020 505543 Cox Castle - Santa Clara - April correspondence - re Surplus Land AcUCity 9,998.75 360,756.19 449 1.230137 2,513.91 Bill 05/08/2020 505544 Cox Castle - Santa Clara 0 Apr services - work on Surplus Land AcUaffordat 6,150.00 366,906.19 449 1.230137 1,546.25 Bill 06/08/2020 507071 Cox Castle - Santa Clara 0 May services - work on Surplus Land AcWTA cc 5,535.00 372,441.19 418 1.145205 1,285.19 Bill 06/08/2020 507070 Cox Castle - Santa Clara - May correspondence - re school fees - student t 8,895.00 381,336.19 418 1.145205 2,065.36 Bill 07/31/2020 509899 Cox Castle - Santa Clara 0 June services - work on Surplus Land AcWTA c 13,838.74 395,174.93 365 1 2,767.75 Bill 07/31/2020 509898 Cox Castle - Santa Clara - June correspondence - DDA Term sheeUSLA/G 14,805.00 409,979.93 365 1 2,961.00 Bill 08/14/2020 510495 Cox Castle - Santa Clara - July correspondence - DDA Term sheeUSLA/GF 8,643.75 418,623.68 351 0.961644 1,656.47 Bill 08/14/2020 510496 Cox Castle - Santa Clara 0 July services - work on Surplus Land AcWTA cc 49,191.31 467,814.99 351 0.961644 9,426.90 Bill 09/28/2020 512748 Cox Castle - Santa Clara 0 August services - work on Surplus Land AcWTA 15,388.75 483,203.74 306 0.838356 2,541.46 Bill 09/28/2020 512747 Cox Castle - Santa Clara - August correspondence - VTA LSA lndemnity/n 2,722.50 485,926.24 306 0.838356 449.62 Bill 10/09/2020 513400 Cox Castle - Santa Clara - Sept correspondence - review parking + densit\ 9,422.50 495,348.74 295 0.808219 1,495.97 Bill 10/27/2020 514188 Cox Castle - Santa Clara 0 Sept services - work on Surplus Land AcWTA c, 1,230.00 496,578.74 277 0.758904 182.52 Bill 11/13/2020 515235 Cox Castle - Santa Clara - Oct correspondence - legislative Counsel opini< 3,515.00 500,093.74 260 0.712329 487.47 Bill 11/13/2020 515236 Cox Castle - Santa Clara 0 Oct services - correspondence re ENA contuatio 307.50 500,401.24 260 0.712329 42.65 Bill 12/10/2020 516893 Cox Castle - Santa Clara - Nov correspondence - legislative Counsel opini< 798.75 501,199.99 233 0.638356 98.59 Bill 01/26/2021 5188851 Cox Castle - Santa Clara - Dec correspondence - legislative Counsel opini< 2,042.50 503,242.49 186 0.509589 198.86 Bill 02/11/2021 519710 Cox Castle - Santa Clara - Jan correspondence - calls re potential amendrr 453.75 503,696.24 170 0.465753 40.21 Bill 03/09/2021 521010 Cox Castle - Santa Clara - Feb correspondence - re economic opportunity I, 4,727.50 508,423.74 144 0.394521 352.58 Bill 04/16/2021 522915 Cox Castle - Santa Clara - Mar correspondence - re economic opportunity I, 7,633.75 516,057.49 106 0.290411 415.09 Bill 05/10/2021 524354 Cox Castle - Santa Clara - Apr correspondence - re Surplus Land Act 5,451.25 521,508.74 82 0.224658 227.92 Bill 06/15/2021 526322 Cox Castle - Santa Clara - May correspondence - re Surplus Land AcUENAi 8,925.00 530,433.74 46 0.126027 207.45 Bill 07/15/2021 527918 Cox Castle - Santa Clara - June correspondence - re Surplus Land AcUENA 10,957.50 541,391.24 16 0.043836 87.93 Total Cox Castle Nicholson 541,391.24 0.00 541,391.24
Glazer Hongiman Ellick
General Journal 10/19/2016 Glazer Ellick (Santa Clara l Paid via RUP - Santa Clara - Aug/Sept correspoI 2,205.00 2,205.00 1746 4.783562 3,069.45 General Journal 12/08/2016 Glazer Ellick (Santa Clara l Paid via RUP - Santa Clara - OcUNov correspon< 1,890.00 4,095.00 1696 4.646575 2,519.44 General Journal 02/08/2017 10 Glazer Ellick (Santa Clara l Paid via RUP - Santa Clara - Dec corresponden< 787.50 4,882.50 1634 4.476712 993.74 General Journal 05/09/2017 11 Glazer Ellick (Santa Clara l Paid via RUP - March services - correspondence 4,796.00 9,678.50 1544 4.230137 5,575.14 General Journal 06/27/2017 12 Glazer Ellick (Santa Clara l Paid via RUP - May services - correspondence n 3,433.50 13,112.00 1495 4.09589 3,811.77 General Journal 08/08/2017 13 Glazer Ellick (Santa Clara l Paid via RUP - June/July services - corresponde 11,663.00 24,775.00 1453 3.980822 12,436.98 Bill 10/05/2017 12406 Glazer Ellick (Santa Clara l Santa Clara - Aug correspondence/ENA issues 2,779.50 27,554.50 1395 3.821918 2,799.94 Bill 11/21/2017 12473 Glazer Ellick (Santa Clara l Santa Clara - Oct correspondence with DeRiggi/I 763.00 28,317.50 1348 3.693151 733.07 Bill 02/16/2018 12662 Glazer Ellick (Santa Clara l Santa Clara - Dec/Jan various re financing/entith 4,397.50 32,715.00 1261 3.454795 3,858.33 Bill 04/16/2018 12721 Glazer Ellick (Santa Clara l Santa Clara - Feb/Mar various re ENA & DDA 2,260.00 34,975.00 1202 3.293151 1,859.69 Bill 06/08/2018 12772 Glazer Ellick (Santa Clara l Santa Clara - Apr correspondence with RLK/DeJ; 339.00 35,314.00 1149 3.147945 262.81 Bill 07/26/2018 12830 Glazer Ellick (Santa Clara l Santa Clara - June correspondence with RLK/Bt\ 452.00 35,766.00 1101 3.016438 331.40 Bill 08/03/2018 12879 Glazer Ellick (Santa Clara l Santa Clara - July correspondence with RLK - RE 565.00 36,331.00 1093 2.994521 410.35 Bill 11/06/2018 12977 Glazer Ellick (Santa Clara l Santa Clara - Aug/Sep correspondence with RL~ 2,930.50 39,261.50 998 2.734247 1,893.89 Bill 12/18/2018 13093 Glazer Ellick (Santa Clara l Santa Clara - Nov correspondence re DDA + Grc 4,181.00 43,442.50 956 2.619178 2,559.16 Bill 01/16/2019 13136 Glazer Ellick (Santa Clara l Dec correspondence - review revised LOI re DD, 1,243.00 44,685.50 927 2.539726 732.01 Bill 03/14/2019 13181 Glazer Ellick (Santa Clara l Jan/Feb correspondence - review revised LOI re 9,945.00 54,630.50 870 2.383562 5,413.12 Bill 05/08/2019 13294 Glazer Ellick (Santa Clara l Mar correspondence - work on DDA LOI - title ob 8,775.00 63,405.50 815 2.232877 4,409.06 Bill 06/13/2019 13329 Glazer Ellick (Santa Clara l May correspondence - CityNTA issues - status 2,164.50 65,570.00 779 2.134247 1,029.61

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 07/17/2019 13386 Glazer Ellick (Santa Clara l June correspondence - pre-construction service 2,047.50 67,617.50 745 2.041096 923.07 Bill 09/17/2019 13500 Glazer Ellick (Santa Clara l July/Aug correspondence - ENA issues/TMO str 10,254.50 77,872.00 683 1.871233 4,169.34 Bill 11/14/2019 13563 Glazer Ellick (Santa Clara l SepUOct services - TMO LOI/TMO structuring/v, 16,497.00 94,369.00 625 1.712329 6,044.84 Bill 02/12/2020 13718 Glazer Ellick (Santa Clara l Dec/Jan services - SLA/DDA issues/various car 15,794.00 110,163.00 535 1.465753 4,838.52 Bill 04/15/2020 13768 Glazer Ellick (Santa Clara l Feb/Mar services - SLA/LOI issues/various corn 24,428.00 134,591.00 472 1.293151 6,494.97 Bill 05/20/2020 13826 Glazer Ellick (Santa Clara l Apr services - VTA/CEQA/LOI issues/various cc 3,286.00 137,877.00 437 1.19726 801.60 Bill 06/29/2020 13861 Glazer Ellick (Santa Clara l May services - VTA//TMO issues/various corres 6,572.00 144,449.00 397 1.087671 1,441.47 Bill 07/27/2020 13905 Glazer Ellick (Santa Clara l June services - DDA Term Shee - SLA/TMO iss 12,710.00 157,159.00 369 1.010959 2,572.50 Bill 09/14/2020 13990 Glazer Ellick (Santa Clara l July/Aug services - correspondence re LOI/TMC 29,202.00 186,361.00 320 0.876712 5,061.50 Bill 10/15/2020 14036 Glazer Ellick (Santa Clara l Sept services - correspondence re LOI/TMO car 2,666.00 189,027.00 289 0.791781 414.03 Bill 12/07/2020 14062 Glazer Ellick (Santa Clara l OcUNov services - correspondence re VTA ENP 2,914.00 191,941.00 236 0.646575 364.58 Bill 02/05/2021 14214 Glazer Ellick (Santa Clara l Jan services - correspondence re SLA issues 682.00 192,623.00 176 0.482192 62.67 Total Glazer Hongiman Ellick 192,623.00 0.00 192,623.00 Mazzetti Law Firm, Inc.

General Journal 03/02/2017 16 Mezzetti Law Firm, Inc. Paid via RUP - Legal retainer to assist on ENA \II 2,500.00 2,500.00 1612 4.416438 3,092.93 General Journal 04/01/2017 17 Mezzetti Law Firm, Inc. Paid via RUP - Feb/Mar times on ENA with City c 3,160.00 5,660.00 1582 4.334247 3,804.31 General Journal 04/01/2017 18 Mezzetti Law Firm, Inc. Paid via RUP - Less Legal retainer to assist on E 2,000.00 3,660.00 1582 4.334247 (6,407.79) General Journal 05/01/2017 19 Mezzetti Law Firm, Inc. Paid via RUP - April time - work on MOU 1,802.25 5,462.25 1552 4.252055 2,110.64 General Journal 06/01/2017 20 Mezzetti Law Firm, Inc. Paid via RUP - May time - work on MOU 2,105.00 7,567.25 1521 4.167123 2,394.98 Bill 07/01/2017 6200 Mezzetti Law Firm, Inc. May/June - work on ENA - various meetings 1,591.25 9,158.50 1491 4.084932 1,759.86 General Journal 09/04/2017 21 Mezzetti Law Firm, Inc. Paid via RUP - July/Aug time - work on MOU/I mi 4,323.00 13,481.50 1426 3.906849 4,490.22 Bill 10/01/2017 6277 Mezzetti Law Firm, Inc. Sept - various meetings, review minutes/agenda: 731.50 14,213.00 1399 3.832877 739.82 Bill 11/01/2017 6295 Mezzetti Law Firm, Inc. Oct - various meetings, telephone conversations 1,507.00 15,720.00 1368 3.747945 1,477.56 Bill 12/01/2017 6321 Mezzetti Law Firm, Inc. Nov - various meetings, telephone conversatiom 1,720.00 17,440.00 1338 3.665753 1,635.73 Bill 01/01/2018 6334 Mezzetti Law Firm, Inc. Dec - various meetings, telephone conversatiom 4,123.00 21,563.00 1307 3.580822 3,797.40 Bill 02/01/2018 6353 Mezzetti Law Firm, Inc. Jan - various meetings - VTA, City of Santa Clan 4,230.00 25,793.00 1276 3.49589 3,771.09 Bill 03/01/2018 6368 Mezzetti Law Firm, Inc. Feb - various meetings - VTA, City of Santa Clar 1,100.00 26,893.00 1248 3.419178 951.76 Bill 04/01/2018 6386 Mezzetti Law Firm, Inc. Mar - various meetings Bob/Kevin/Adam/Scott 1,826.00 28,719.00 1217 3.334247 1,527.59 Bill 05/01/2018 6404 Mezzetti Law Firm, Inc. Apr - various meetings re site & entitlement issUE 3,932.50 32,651.50 1187 3.252055 3,182.43 Bill 07/01/2018 6444 Mezzetti Law Firm, Inc. May- various TCs with BM 275.00 32,926.50 1126 3.084932 207.62 Bill 08/01/2018 6474 Mezzetti Law Firm, Inc. July- various TCs with BM/Lisa/Ruth 775.50 33,702.00 1095 3 564.56 Bill 09/01/2018 6499 Mezzetti Law Firm, Inc. Aug - various TCs with BM/Lisa/Ruth re VTA con 2,718.00 36,420.00 1064 2.915068 1,906.54 Bill 10/01/2018 6505 Mezzetti Law Firm, Inc. Sept - various TCs with BM/ScotUMayor re strate 2,536.50 38,956.50 1034 2.832877 1,715.03 Bill 11/01/2018 6524 Mezzetti Law Firm, Inc. Oct - various TCs with BM/ScotUMayor re ENA - 4,388.00 43,344.50 1003 2.747945 2,853.90 Bill 12/01/2018 6544 Mezzetti Law Firm, Inc. Nov - prep for city hall meeting - continuing ENA 2,895.50 46,240.00 973 2.665753 1,812.12 Bill 01/02/2019 6561 Mezzetti Law Firm, Inc. Dec- finalize ENA extension - meet with CityNTI 5,687.10 51,927.10 941 2.578082 3,412.59 Bill 02/01/2019 6569 Mezzetti Law Firm, Inc. Jan - finalize ENA extension/Amendment #1- Cit 3,977.50 55,904.60 911 2.49589 2,292.07 Bill 03/01/2019 6594 Mezzetti Law Firm, Inc. Feb - various re ENA extensionNT A - emails wit 3,107.50 59,012.10 883 2.419178 1,722.70 Bill 04/01/2019 6612 Mezzetti Law Firm, Inc. Mar - various re strategy/project development ca 7,792.00 66,804.10 852 2.334247 4,133.52 Bill 05/01/2019 6629 Mezzetti Law Firm, Inc. Apr - various emails re union strategy/well locatic 1,986.50 68,790.60 822 2.252055 1,008.58 Bill 06/01/2019 6678 Mezzetti Law Firm, Inc. Apr - various emails/hearings/Tes re VTA - City, 8,787.50 77,578.10 791 2.167123 4,258.00 Bill 07/01/2019 6711 Mezzetti Law Firm, Inc. June srvices - work on resolution - meetings with 5,862.25 83,440.35 761 2.084932 2,711.12 Bill 08/01/2019 6745 Mezzetti Law Firm, Inc. July services - work on ENA extension/meetings 7,639.80 91,080.15 730 2 3,361.51 Bill 09/01/2019 6765 Mezzetti Law Firm, Inc. Aug services - work on ENA & strategy, researc~ 3,267.25 94,347.40 699 1.915068 1,365.30 Bill 10/01/2019 6772 Mezzetti Law Firm, Inc. Sep services - work on ENA /affordable housing 3,426.50 97,773.90 669 1.832877 1,359.58 Bill 11/01/2019 6787 Mezzetti Law Firm, Inc. Ocvt services - work on ENA /affordable housing 1,232.00 99,005.90 638 1.747945 462.40 Bill 12/01/2019 6805 Mezzetti Law Firm, Inc. Nov services - work on ENA - prep & attend Cit~ 7,942.00 106,947.90 608 1.665753 2,818.35 Bill 01/01/2020 6838 Mezzetti Law Firm, Inc. Dec services - work on ENA - research Surplus 7,679.75 114,627.65 577 1.580822 2,565.40 Bill 02/01/2020 6858 Mezzetti Law Firm, Inc. Jan services - work on ENA - research Surplus I 6,157.00 120,784.65 546 1.49589 1,930.52 Bill 03/01/2020 6881 Mezzetti Law Firm, Inc. Feb services - work on ENA /term sheets - resea 4,622.00 125,406.65 517 1.416438 1,361.91 Bill 04/01/2020 6902 Mezzetti Law Firm, Inc. Mar services - work on ENA /term sheets - resea 13,926.00 139,332.65 486 1.331507 3,826.39

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 05/01/2020 6908 Mezzetti Law Firm, Inc. Apr services - work on Surplus Land Requiremer 7,957.00 147,289.65 456 1.249315 2,035.44 Bill 06/02/2020 6928 Mezzetti Law Firm, Inc. May services - work on Term sheet/CEQA,SLA - 7,145.50 154,435.15 424 1.161644 1,685.56 Bill 07/01/2020 6941 Mezzetti Law Firm, Inc. June services - work on Term sheet/CEQA,SLA • 20,150.00 174,585.15 395 1.082192 4,395.07 Bill 08/01/2020 6954 Mezzetti Law Firm, Inc. July services - work on Term sheet/CEQA,SLA/C 14,831.75 189,416.90 364 0.99726 2,957.46 Bill 09/01/2020 6965 Mezzetti Law Firm, Inc. August services - work on Term sheet - attend V 8,923.50 198,340.40 333 0.912329 1,614.90 Bill 10/01/2020 6984 Mezzetti Law Firm, Inc. Sept services - follow up with City, GPA- researc 5,245.50 203,585.90 303 0.830137 857.15 Bill 11/01/2020 6994 Mezzetti Law Firm, Inc. Oct services - follow up with City, GPA- research 9,042.50 212,628.40 272 0.745205 1,315.95 Bill 12/01/2020 7004 Mezzetti Law Firm, Inc. Nov services - follow up re status/strategy 500.50 213,128.90 242 0.663014 64.31 Bill 12/31/2020 7016 Mezzetti Law Firm, Inc. Dec services - follow up re status/strategy/counc 2,902.75 216,031.65 212 0.580822 324.26 Bill 02/01/2021 7029 Mezzetti Law Firm, Inc. Jan services - follow up re status/strategy/with B, 3,816.50 219,848.15 180 0.493151 359.05 Bill 03/01/2021 7042 Mezzetti Law Firm, Inc. Feb services - various calls re status/EOA amen 1,161.50 221,009.65 152 0.416438 91.62 Bill 03/31/2021 7042-A Mezzetti Law Firm, Inc. Feb services - various calls re status/EOA amen 1,100.00 222,109.65 122 0.334247 69.12 Bill 04/01/2021 7068 Mezzetti Law Firm, Inc. Mar services - prep/calls re City amendment to E 3,089.00 225,198.65 121 0.331507 192.46 Bill 05/01/2021 7085 Mezzetti Law Firm, Inc. April services - prep/calls re Surplus Land Act 7,220.75 232,419.40 91 0.249315 335.80 Bill 06/01/2021 7104 Mezzetti Law Firm, Inc. May services - prep/calls re Surplus Land Act 4,137.00 236,556.40 60 0.164384 125.87 Bill 07/01/2021 7123 Mezzetti Law Firm, Inc. June services - prep/calls - public support 16,575.50 253,131.90 30 0.082192 250.26 Total Mezzetti Law Firm, Inc. 255,131.90 2,000.00 253,131.90 Other Legal
Bill 02/04/2020 2239.01 Matteoni, O'Laughlin & Hee Jan services - work on resolving the Surplus La, 2,910.00 2,910.00 543 1.487671 906.71 Bill 02/21/2020 636206 Berliner Cohen LLP Jan services re Suplus Land Act Research 13,798.60 16,708.60 526 1.441096 4,146.37 Bill 03/25/2020 638499 Berliner Cohen LLP Feb services re Suplus Land Act Research 2,215.90 18,924.50 493 1.350685 618.75 Bill 04/22/2020 640511 Berliner Cohen LLP March services re Suplus Land Act Research 1,305.00 20,229.50 465 1.273973 341.21 Bill 05/19/2020 641922 Berliner Cohen LLP April services re Suplus Land Act Research 1,215.00 21,444.50 438 1.2 297.15 Bill 06/02/2020 File 2239.01 Matteoni, O'Laughlin & Hee Balance c/f - work on resolving the Surplus Lane 100.00 21,544.50 424 1.161644 23.59 Bill 07/10/2020 645014 Berliner Cohen LLP June services re Suplus Land Act Research 2,070.00 23,614.50 386 1.057534 440.19 Bill 08/17/2020 646835 Berliner Cohen LLP July services re Suplus Land Act Research 945.00 24,559.50 348 0.953425 179.41 Bill 09/08/2020 648394 Berliner Cohen LLP Aug services re CEQA + possible EIR required d 90.00 24,649.50 326 0.893151 15.92 Bill 10/19/2020 651207 Berliner Cohen LLP Sep services re follow up re CEQA + EIR 225.00 24,874.50 285 0.780822 34.42 Bill 11/11/2020 652416 Berliner Cohen LLP Sep services re follow up re CEQA + EIR 1,890.00 26,764.50 262 0.717808 264.26 Bill 01/19/2021 656779 Berliner Cohen LLP Dec services - strategy to get ENA extended 900.00 27,664.50 193 0.528767 91.09 Bill 02/21/2021 658290 Berliner Cohen LLP Jan services - correspondence re ENA 141.00 27,805.50 160 0.438356 11.73 Bill 03/17/2021 660999 Berliner Cohen LLP Feb services - correspondence with City Attorne 705.00 28,510.50 136 0.372603 49.56 Bill 04/22/2021 662917 Berliner Cohen LLP Mar services - correspondence re Surplus Land 4,136.00 32,646.50 100 0.273973 211.84 Bill 05/20/2021 665047 Berliner Cohen LLP April services - correspondence re Surplus Lane 4,042.00 36,688.50 72 0.19726 148.02 Bill 06/24/2021 668019 Berliner Cohen LLP MAyservices - correspondence re ENA/Econom 1,410.00 38,098.50 37 0.10137 26.30 Bill 07/14/2021 669136 Berliner Cohen LLP June services - correspondence re SLA/revolvir 423.00 38,521.50 17 0.046575 3.61 Total Other Legal 38,521.50 0.00 38,521.50
Total Acquisition 1,027,667.64 2,000.00 1,025,667.64
Total 04000 - Legal Costs 1,027,667.64 2,000.00 1,025,667.64 05000 - Marketing & Relations
Community & Govt Relations
Cunneen Company
Bill 01/15/2019 Jan 15 - Feb 15 Cunneen Company Jan 15 - Feb 15 retainer ($2k month - $150k afte 2,000.00 2,000.00 928 2.542466 1,179.40 Bill 02/15/2019 Feb 15 - Mar 15 Cunneen Company Feb 15 - Mar 15 retainer ($2k month - $150k afte 2,000.00 4,000.00 897 2.457534 1,130.55 Bill 03/27/2019 Mar 15 -Apr 15 Cunneen Company Mar 15-Apr 15 retainer ($2k month - $150k afte 2,000.00 6,000.00 857 2.347945 1,068.62 Bill 04/25/2019 Apr 15- May 15 Cunneen Company Apr 15 - May 15 retainer ($2k month - $150k af1 2,000.00 8,000.00 828 2.268493 1,024.49 Bill 07/19/2019 May 15 - June 15 Cunneen Company May 15 -June 15 retainer ($2k month - $150k al 2,000.00 10,000.00 743 2.035616 898.76 Bill 07/19/2019 June 15 - July 15 Cunneen Company June 15 - July 15 retainer ($2k month - $150k af 2,000.00 12,000.00 743 2.035616 898.76 Bill 08/15/2019 July 15 -Aug 15 Cunneen Company July 15 -Aug 15 retainer ($2k month - $150k aft 2,000.00 14,000.00 716 1.961644 859.93 Bill 09/27/2019 Sep 15 - Oct 15 Cunneen Company Sep 15 - Oct 15 retainer ($2k month - $150k aftE 2,000.00 16,000.00 673 1.843836 799.16 Bill 11/22/2019 Oct 15 - Nov 15 Cunneen Company Oct 15 - Nov 15 retainer ($2k month - $150k aftE 2,000.00 18,000.00 617 1.690411 721.94

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 02/03/2020 Nov 15 - Dec 15 Cunneen Company Nov 15 - Dec 15 retainer ($2k month - $150k afte 2,000.00 20,000.00 544 1.490411 624.48 Bill 02/03/2020 Dec 15 -Jan 15 Cunneen Company Dec 15 - Jan 15 retainer ($2k month - $150k afte 2,000.00 22,000.00 544 1.490411 624.48 Bill 02/03/2020 Jan 15- Feb 15 Cunneen Company Jan 15 - Feb 15 retainer ($2k month - $150k afte 2,000.00 24,000.00 544 1.490411 624.48 Bill 02/29/2020 Feb 15 - Mar 15 Cunneen Company Feb 15 - Mar 15 retainer ($2k month - $150k afte 2,000.00 26,000.00 518 1.419178 590.61 Bill 05/24/2020 Mar15-Apr15 Cunneen Company Mar 15 -Apr 15 retainer ($2k month - $150k afte 2,000.00 28,000.00 433 1.186301 482.92 Bill 05/24/2020 Apr 15- May 15 Cunneen Company Apr 15- May 15 retainer ($2k month - $150k afte 2,000.00 30,000.00 433 1.186301 482.92 Bill 07/28/2020 May 15 -June 15 Cunneen Company May 15 -June 15 retainer ($2k month - $150k afl 2,000.00 32,000.00 368 1.008219 403.60 Bill 07/28/2020 June 15 - July 15 Cunneen Company June 15 - July 15 retainer ($2k month - $150k af1 2,000.00 34,000.00 368 1.008219 403.60 Bill 07/28/2020 July 15 -Aug 15 Cunneen Company July 15 -Aug retainer ($2k month - $150k after a 2,000.00 36,000.00 368 1.008219 403.60 Bill 10/01/2020 Aug 15 - Sept 15 Cunneen Company Aug 15 - Sept 15 retainer ($2k month - $150k aft 2,000.00 38,000.00 303 0.830137 326.81 Bill 10/01/2020 Sept 15 - Oct 15 Cunneen Company Sept 15 - Oct 15 retainer ($2k month - $150k afte 2,000.00 40,000.00 303 0.830137 326.81 Bill 12/04/2020 Cunneen Company Oct 15 - Nov 15 retainer ($2k month - $150k afte 2,000.00 42,000.00 239 0.654795 253.60 Bill 12/04/2020 Nov 15 - Dec 15 Cunneen Company Nov 15 - Dec 15 retainer ($2k month - $150k afte 2,000.00 44,000.00 239 0.654795 253.60 Bill 12/04/2020 Dec 15 -Jan 15 2021 Cunneen Company Dec 15 - Jan 15 2021 retainer ($2k month - $150 2,000.00 46,000.00 239 0.654795 253.60 Bill 04/01/2021 Jan 15- Feb 15 2021 Cunneen Company Jan 15 - Feb 15 2021 retainer ($2k month - $150 2,000.00 48,000.00 121 0.331507 124.61 Bill 04/01/2021 Feb 15 - Mar 15 2021 Cunneen Company Feb 15 - Mar 15 2021 retainer ($2k month - $150 2,000.00 50,000.00 121 0.331507 124.61 Bill 04/01/2021 Mar 15 -Apr 15 2021 Cunneen Company Mar 15-Apr 15 2021 retainer ($2k month - $150 2,000.00 52,000.00 121 0.331507 124.61 Bill 07/27/2021 Apr 15 - Mayr 15 2021 Cunneen Company Mar 15-Apr 15 2021 retainer ($2k month - $150 2,000.00 54,000.00 4 0.010959 4.00 Bill 04/03/2021 May 15 - Jun 15 2021 Cunneen Company Mar 15-Apr 15 2021 retainer ($2k month - $150 2,000.00 56,000.00 119 0.326027 122.49 Bill 04/04/2021 Jun 15 -Jul 15 2021 Cunneen Company Mar 15-Apr 15 2021 retainer ($2k month - $150 2,000.00 58,000.00 118 0.323288 121.43 Total Cunneen Company 58,000.00 0.00 58,000.00
Judge Quentin L. Kopp (Ret.)
Bill 12/04/2017 Nov - Chestnut Judge Quentin L. Kopp (Re Meeting with Supervisor Warren Slocum with RH 500.00 500.00 1335 3.657534 474.04 Bill 11/01/2020 000001 - Sept - Oct Judge Quentin L. Kopp (Re Sept - Oct - assitance re Surplus Land Developrr 2,250.00 2,750.00 272 0.745205 327.44 Total Judge Quentin L. Kopp (Rel.) 2,750.00 0.00 2,750.00 Kevin Moore
General Journal 10/01/2016 24 Kevin Moore Paid via RUP - Community & Govt relations - Oc 2,500.00 2,500.00 1764 4.832877 3,534.11 General Journal 11/29/2016 25 Kevin Moore Paid via RUP - Community & Govt relations - No 2,500.00 5,000.00 1705 4.671233 3,358.87 General Journal 12/01/2016 26 Kevin Moore Paid via RUP - Community & Govt relations - De 2,500.00 7,500.00 1703 4.665753 3,353.02 General Journal 01/01/2017 27 Kevin Moore Paid via RUP - Community & Govt relations - Jar 2,500.00 10,000.00 1672 4.580822 3,263.09 General Journal 02/01/2017 28 Kevin Moore Paid via RUP - Community & Govt relations - Jar 2,500.00 12,500.00 1641 4.49589 3,174.53 General Journal 03/01/2017 29 Kevin Moore Paid via RUP - Community & Govt relations - Ma 2,500.00 15,000.00 1613 4.419178 3,095.72 General Journal 04/20/2017 30 Kevin Moore Paid via RUP - Community & Govt relations - Ap 2,500.00 17,500.00 1563 4.282192 2,957.70 General Journal 05/01/2017 31 Kevin Moore Paid via RUP - Community & Govt relations - Ma 2,500.00 20,000.00 1552 4.252055 2,927.79 General Journal 06/01/2017 32 Kevin Moore Paid via RUP - Community & Govt relations - Jur 2,500.00 22,500.00 1521 4.167123 2,844.39 General Journal 07/01/2017 33 Kevin Moore Paid via RUP - Community & Govt relations - Jul 2,500.00 25,000.00 1491 4.084932 2,764.90 General Journal 08/06/2017 34 Kevin Moore Paid via RUP - Community & Govt relations - Au 2,500.00 27,500.00 1455 3.986301 2,671.07 General Journal 09/06/2017 35 Kevin Moore Paid via RUP - Community & Govt relations - Se 2,500.00 30,000.00 1424 3.90137 2,591.61 General Journal 10/05/2017 36 Kevin Moore Paid via RUP - Community & Govt relations - Oc 2,500.00 32,500.00 1395 3.821918 2,518.39 General Journal 11/01/2017 37 Kevin Moore Paid via RUP - Community & Govt relations - No 2,500.00 35,000.00 1368 3.747945 2,451.16 General Journal 12/01/2017 38 Kevin Moore Paid via RUP - Community & Govt relations - De 2,500.00 37,500.00 1338 3.665753 2,377.52 General Journal 01/01/2018 39 Kevin Moore Paid via RUP - Community & Govt relations - Jar 2,500.00 40,000.00 1307 3.580822 2,302.57 Bill 02/01/2018 Feb 2018 Kevin Moore Feb consulting - Community & Govt relations 2,500.00 42,500.00 1276 3.49589 2,228.78 Bill 03/01/2018 Mar2018 Kevin Moore Feb consulting - Community & Govt relations 2,500.00 45,000.00 1248 3.419178 2,163.10 Bill 04/03/2018 Inv #20 Kevin Moore April consulting - Community & Govt relations 2,500.00 47,500.00 1215 3.328767 2,086.86 Bill 05/01/2018 21 Kevin Moore May consulting - Community & Govt relations 2,500.00 50,000.00 1187 3.252055 2,023.16 Bill 06/01/2018 Inv #22 Kevin Moore June consulting - Community & Govt relations 2,500.00 52,500.00 1156 3.167123 1,953.66 Bill 07/02/2018 Inv #23 Kevin Moore July consulting - Community & Govt relations 2,500.00 55,000.00 1125 3.082192 1,885.22 Bill 08/01/2018 #24 -August Kevin Moore Aug consulting - Community & Govt relations 2,500.00 57,500.00 1095 3 1,820.00 Bill 09/01/2018 Inv #25 Kevin Moore Sept consulting - Community & Govt relations 2,500.00 60,000.00 1064 2.915068 1,753.62

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 09/01/2018 Inv #25 Kevin Moore Sept consulting - Community & Govt relations - c 119.65 60,119.65 1064 2.915068 83.93 Bill 10/01/2018 #26 Kevin Moore Oct consulting - Community & Govt relations 2,500.00 62,619.65 1034 2.832877 1,690.35 Bill 11/01/2018 Inv #27 Kevin Moore Nov consulting - Community & Govt relations 2,500.00 65,119.65 1003 2.747945 1,625.97 Bill 12/01/2018 28 Kevin Moore Dec consulting - Community & Govt relations 2,500.00 67,619.65 973 2.665753 1,564.60 Bill 01/02/2019 29 Kevin Moore Jan consulting - Community & Govt relations 2,500.00 70,119.65 941 2.578082 1,500.15 Bill 02/01/2019 030 Kevin Moore Jan consulting - Community & Govt relations 2,500.00 72,619.65 911 2.49589 1,440.65 Bill 03/01/2019 31 Kevin Moore March consulting - Community & Govt relations 2,500.00 75,119.65 883 2.419178 1,385.92 Bill 04/01/2019 32 Kevin Moore April consulting - Community & Govt relations 2,500.00 77,619.65 852 2.334247 1,326.21 Bill 05/01/2019 33 Kevin Moore May consulting - Community & Govt relations 2,500.00 80,119.65 822 2.252055 1,269.30 Bill 06/04/2019 lnv#34 Kevin Moore June consulting - Community & Govt relations 2,500.00 82,619.65 788 2.158904 1,205.82 Bill 07/01/2019 35 Kevin Moore July consulting - Community & Govt relations 2,500.00 85,119.65 761 2.084932 1,156.18 Bill 08/01/2019 #36 Kevin Moore Aug consulting - Community & Govt relations 2,500.00 87,619.65 730 2 1,100.00 Bill 09/01/2019 37 Kevin Moore Sep consulting - Community & Govt relations 2,500.00 90,119.65 699 1.915068 1,044.68 Bill 10/01/2019 38 Kevin Moore Oct consulting - Community & Govt relations 2,500.00 92,619.65 669 1.832877 991.96 Bill 10/31/2019 40 Kevin Moore Dec consulting - Community & Govt relations 2,500.00 95,119.65 639 1.750685 940.02 Bill 11/01/2019 39 Kevin Moore Nov consulting - Community & Govt relations 2,500.00 97,619.65 638 1.747945 938.31 Bill 01/01/2020 41 Kevin Moore Nov consulting - Community & Govt relations 2,500.00 100,119.65 577 1.580822 835.12 Bill 02/03/2020 42 Kevin Moore Feb consulting - Community & Govt relations 2,500.00 102,619.65 544 1.490411 780.59 Bill 03/01/2020 43 Kevin Moore Mar consulting - Community & Govt relations 2,500.00 105,119.65 517 1.416438 736.65 Bill 04/01/2020 44 Kevin Moore Apr consulting - Community & Govt relations 2,500.00 107,619.65 486 1.331507 686.91 Bill 05/01/2020 45 Kevin Moore May consulting - Community & Govt relations 2,500.00 110,119.65 456 1.249315 639.51 Bill 06/01/2020 46 Kevin Moore June consulting - Community & Govt relations 2,500.00 112,619.65 425 1.164384 591.27 Bill 07/03/2020 July 2020 Kevin Moore July consulting - Community & Govt relations 2,500.00 115,119.65 393 1.076712 542.25 Bill 08/03/2020 48 Kevin Moore Aug consulting - Community & Govt relations 2,500.00 117,619.65 362 0.991781 495.51 Bill 09/01/2020 49 Kevin Moore Sept consulting - Community & Govt relations 2,500.00 120,119.65 333 0.912329 452.43 Bill 10/01/2020 50 Kevin Moore Oct consulting - Community & Govt relations 2,500.00 122,619.65 303 0.830137 408.51 Bill 11/01/2020 51 Kevin Moore Nov consulting - Community & Govt relations 2,500.00 125,119.65 272 0.745205 363.82 Bill 12/01/2020 52 Kevin Moore Dec consulting - Community & Govt relations 2,500.00 127,619.65 242 0.663014 321.23 Bill 01/04/2021 53 Kevin Moore Jan consulting - Community & Govt relations 2,500.00 130,119.65 208 0.569863 273.72 Bill 02/01/2021 54 Kevin Moore Feb consulting - Community & Govt relations 2,500.00 132,619.65 180 0.493151 235.20 Bill 03/02/2021 #55 Kevin Moore March consulting - Community & Govt relations 2,500.00 135,119.65 151 0.413699 195.86 Bill 04/01/2021 #56 Kevin Moore April consulting - Community & Govt relations 2,500.00 137,619.65 121 0.331507 155.76 Bill 05/01/2021 May 2021/#57 Kevin Moore May consulting - Community & Govt relations 2,500.00 140,119.65 91 0.249315 116.26 Bill 06/01/2021 #58 Kevin Moore June consulting - Community & Govt relations 2,500.00 142,619.65 60 0.164384 76.06 Bill 07/01/2021 59 Kevin Moore July consulting - Community & Govt relations 2,500.00 145,119.65 30 0.082192 37.75 Total Kevin Moore 145,119.65 0.00 145,119.65
Mineta & Associates LLC
General Journal 02/28/2017 40 Mineta & Associates LLC Paid via RUP - Jul 2016 - Feb 2017 Consultancy 40,000.00 40,000.00 1614 4.421918 49,576.27 General Journal 09/14/2017 41 Mineta & Associates LLC Paid via RUP - Mar - August 2017 Consultancy 20,000.00 60,000.00 1416 3.879452 20,570.45 General Journal 10/01/2017 42 Mineta & Associates LLC Paid via RUP - To correct Dec 2015 to June 201 35,000.00 95,000.00 1399 3.832877 35,397.95 Bill 01/28/2019 000065 Mineta & Associates LLC Nov - Jan 2019 Consulting 15,000.00 110,000.00 915 2.506849 8,691.18 Bill 07/21/2020 June/July Mineta & Associates LLC Consulting re San Caira - June/July 4,000.00 114,000.00 375 1.027397 824.04 Bill 08/10/2020 August Mineta & Associates LLC Consulting re San Clara - August 2,000.00 116,000.00 355 0.972603 388.04 Bill 09/04/2020 September Mineta & Associates LLC Consulting re San Clara - September 2,000.00 118,000.00 330 0.90411 358.41 Check 09/21/2020 1879 Mineta & Associates LLC Advance on Santa Clara Bonus 25,000.00 143,000.00 313 0.857534 4,230.80 Bill 11/06/2020 Oct/Nov Mineta & Associates LLC Consulting re San Clara - September 2,000.00 145,000.00 267 0.731507 285.34 Total Mineta & Associates LLC 145,000.00 0.00 145,000.00 Community & Govt Relations - Other
Bill 01/29/2021 2301 McGovern & Associates Cc January consulting 2,500.00 2,500.00 183 0.50137 239.30 Bill 02/05/2021 2307 McGovern & Associates Cc February consulting 2,500.00 5,000.00 176 0.482192 229.74 Bill 03/05/2021 2315 McGovern & Associates Cc March consulting 2,500.00 7,500.00 148 0.405479 191.82

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 04/08/2021 2322 McGovern & Associates Cc April consulting 2,500.00 10,000.00 114 0.312329 146.49 Bill 05/04/2021 2333 McGovern & Associates Cc May consulting 2,500.00 12,500.00 88 0.241096 112.34 Bill 06/04/2021 2341 McGovern & Associates Cc June consulting 2,500.00 15,000.00 57 0.156164 72.20 Bill 07/06/2021 2350 McGovern & Associates Cc July consulting 2,500.00 17,500.00 25 0.068493 31.42 Total Community & Govt Relations - Other 17,500.00 0.00 17,500.00 Total Community & Govt Relations 368,369.65 0.00 368,369.65 Market Research
JayW. Pauly
General Journal 07/14/2016 22 JayW. Pauly Paid via RUP - Santa Clara Apartment Market Ar 5,000.00 5,000.00 1843 5.049315 7,553.97 General Journal 07/28/2016 23 JayW. Pauly Paid via RUP - Santa Clara Apartment Market A, 5,238.00 10,238.00 1829 5.010959 7,821.89 Total Jay W. Pauly 10,238.00 0.00 10,238.00
Total Market Research 10,238.00 0.00 10,238.00
Total 05000 - Marketing & Relations 378,607.65 0.00 378,607.65 06000 - Misc. Consultants
Financial Analysis
Putnam Atlantic Properties LLC
General Journal 11/22/2016 45 Putnam Atlantic Properties Paid via RUP - Financial Analysis - Santa Clara : 5,000.00 5,000.00 1712 4.690411 6,758.79 General Journal 02/24/2017 46 Putnam Atlantic Properties Paid via RUP - Financial Analysis - February - s, 7,026.50 12,026.50 1618 4.432877 8,740.16 General Journal 06/01/2017 47 Putnam Atlantic Properties Paid via RUP - Financial Analysis - May - Santa 10,000.00 22,026.50 1521 4.167123 11,377.55 General Journal 07/04/2017 48 Putnam Atlantic Properties Paid via RUP - Financial Analysis - June - Sant, 10,000.00 32,026.50 1488 4.076712 11,028.06 General Journal 08/02/2017 49 Putnam Atlantic Properties Paid via RUP - Financial Analysis - July - Santa 10,000.00 42,026.50 1459 3.99726 10,725.64 General Journal 09/04/2017 50 Putnam Atlantic Properties Paid via RUP - Financial Analysis - Aug - Santa 10,000.00 52,026.50 1426 3.906849 10,386.81 General Journal 10/04/2017 51 Putnam Atlantic Properties Paid via RUP - Financial Analysis - Santa Clara : 10,000.00 62,026.50 1396 3.824658 10,083.58 Total Putnam Atlantic Properties LLC 62,026.50 0.00 62,026.50 Total Financial Analysis 62,026.50 0.00 62,026.50
06000 - Misc. Consultants - Other
Bill 04/28/2020 042820 Michaels Student Living Pre-development Consulting re student operatio, 20,000.00 20,000.00 459 1.257534 5,153.77 Bill 10/15/2020 2020-062 Hallisey and Johnson Spet 21 - Oct 12 - Surplus Land AcUEconomic 0 15,886.50 35,886.50 289 0.791781 2,467.15 Total 06000 - Misc. Consultants - Other 35,886.50 0.00 35,886.50 Total 06000 - Misc. Consultants 97,913.00 0.00 97,913.00 07000 - Misc Expenses
Misc. Develop Exp
General Journal 01/18/2018 241 To record ENA deposit required by City of Santa 10.00 10.00 1290 3.534247 9.05 Bill 02/14/2018 5685080 Old Republic Title Compan City of Santa Clara Title report 550.00 560.00 1263 3.460274 483.60 Bill 05/01/2018 21 Kevin Moore Printing of 50 proposed student housing packets 200.00 760.00 1187 3.252055 161.85 Check 10/29/2018 1120 Mission City Community FL Contribution 5,000.00 5,760.00 1006 2.756164 3,264.31 Bill 10/30/2018 Santa Clara Outreach Frank M. Rapoport Santa Clara Outreach costs 590.00 6,350.00 1005 2.753425 384.70 Bill 01/22/2019 Contribution Committee for West Valley Contribution - Yes on W - Committee for West V, 1,500.00 7,850.00 921 2.523288 876.23 Bill 03/28/2019 16263 Silicon Valley Leadership C 2009 Membership fees 5,000.00 12,850.00 856 2.345205 2,667.72 Bill 03/28/2019 16263 Silicon Valley Leadership C Sponsorship - GameChangers 2020 - Apr 26, 20 10,000.00 22,850.00 856 2.345205 5,335.44 Bill 09/11/2019 Sponsorship Santa Clara Parade of Cha Sponsorship - Santa Clara Parade of Champiom 2,500.00 25,350.00 689 1.887671 1,027.02 Bill 10/22/2019 Gold Sponsor Mission City Community FL Sponsor annual charity dinner dance 5,000.00 30,350.00 648 1.775342 1,911.05 Bill 01/01/2020 16816 Silicon Valley Leadership C 2020 Membership fees $4,500 + $500 for ticket t 5,000.00 35,350.00 577 1.580822 1,670.24 Bill 09/21/2020 Gold Sponsor Mission City Community FL Gold Sponsorship 5,000.00 40,350.00 313 0.857534 846.16 Bill 10/26/2020 FPPC #1266738 Santa Clara's Police Office Contribution 5,000.00 45,350.00 278 0.761644 744.84 Bill 10/26/2020 FPPC #: 1429862 Committee to Save Caltrair Contribution 5,000.00 50,350.00 278 0.761644 744.84 Bill 01/01/2021 17392 Silicon Valley Leadership C 2021 Membership fees $4,500 + $500 for ticket 1 5,000.00 55,350.00 211 0.578082 555.76 Bill 02/22/2021 Jan Reimb Chris Shay Annual Lobbyist license - Santa Clara 745.00 56,095.00 159 0.435616 61.58 Bill 02/22/2021 Jan Reimb Chris Shay Contribution - Affordable Housing - SV@Home 500.00 56,595.00 159 0.435616 41.33 Total Misc. Develop Exp 56,595.00 0.00 56,595.00
Misc. Travel Expenses

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 09/15/2014 194 Bob Mendelsohn Paid via RUP - To record BM air travel to NYC 01 677.88 677.88 2511 6.879452 1,698.28 General Journal 12/05/2016 52 Putnam Atlantic Properties Paid via RUP - Travel reimbursement for studenl 3,375.74 4,053.62 1699 4.654795 4,511.80 General Journal 06/01/2017 53 Putnam Atlantic Properties Paid via RUP - Financial Analysis - May - Santa 2,135.36 6,188.98 1521 4.167123 2,429.52 General Journal 07/03/2017 54 Scott Mendelsohn Paid via RUP - Expense reimbursement - S. Mer 1,000.00 7,188.98 1489 4.079452 1,103.86 General Journal 09/04/2017 55 Putnam Atlantic Properties Paid via RUP - Reimburse J. DeRiggi - travel to I 358.37 7,547.35 1426 3.906849 372.23 General Journal 11/06/2017 56 Putnam Atlantic Properties Paid via RUP - Travel expenses - San Jose, Sar 2,916.80 10,464.15 1363 3.734247 2,845.41 Bill 02/05/2018 Jan 2018 Putnam Atlantic Properties Jan - Travel to DC re Mayor fundrasing - - 1/3 to 265.28 10,729.43 1272 3.484932 235.50 Bill 04/09/2018 Mar2018 Putnam Atlantic Properties Mar- J.Deriggi travel to CA 3/12/18 to 3/15/18 - 1,557.78 12,287.21 1209 3.312329 1,291.80 Bill 05/01/2018 21 Kevin Moore Mio Vicino/Old Quad meeting 300.00 12,587.21 1187 3.252055 242.78 Bill 05/10/2018 Apr 2018 Putnam Atlantic Properties Apr- J.Deriggi travel to CA 4/26/18 to 4/27/18 - 748.46 13,335.67 1178 3.227397 599.63 Bill 08/05/2018 July 2018 Putnam Atlantic Properties July - J.Deriggi travel to SF re VTA meeting 3,333.31 16,668.98 1091 2.989041 2,415.15 Bill 11/04/2018 Oct 2018 Putnam Atlantic Properties Oct travel expenses to CA- 1/3 allocation 1,054.84 17,723.82 1000 2.739726 683.45 Bill 01/02/2019 Dec 2018 Putnam Atlantic Properties Dec travel re VTA & City meetings 2,554.54 20,278.36 941 2.578082 1,532.87 Bill 04/04/2019 Mar2019 Putnam Atlantic Properties Deriggi - travel to CA - 1/3 of Santa Clara/Red\/\ 702.58 20,980.94 849 2.326027 371.10 Bill 04/30/2019 April Putnam Atlantic Properties Deriggi - travel to CA - 1/3 of Santa Clara/Red\/\ 1,015.78 21,996.72 823 2.254795 516.50 Bill 05/01/2019 May retainer RHM Development LLC B. Mendelsohn - May retainer 1/3 Redwood/Soul 2,500.00 24,496.72 822 2.252055 1,269.30 Bill 07/03/2019 June 2019 Putnam Atlantic Properties 50% travel to SF re San Francisco Pier 1,471.80 25,968.52 759 2.079452 678.52 Bill 08/06/2019 July 2019 Putnam Atlantic Properties Travel to CA re Santa Clara Project VTA meetint 1,822.38 27,790.90 725 1.986301 795.30 Bill 11/22/2019 June - Nov Bob Mendelsohn Bob Mendelsohn expense reimbursement 183.92 27,974.82 617 1.690411 66.39 Bill 12/02/2019 Nov 2019 Putnam Atlantic Properties Travel 50/50 re Santa Clara City meeting + SF F 1,706.51 29,681.33 607 1.663014 604.43 Bill 01/01/2020 Jan 2020 Putnam Atlantic Properties Travel 50/50 re Santa Clara City meeting + SSF 1,604.21 31,285.54 577 1.580822 535.88 Check 01/23/2020 1567 RHM Development LLC Travel reimbursement to BM 356.00 31,641.54 555 1.520548 113.73 Bill 04/01/2020 Mar 2020 Putnam Atlantic Properties Mar reimbursement of DeRiggi travel expenses 672.84 32,314.38 486 1.331507 184.87 Bill 09/01/2020 Sept Scott Mendelsohn Misc tracel expense - Scott Mendelsohn 50.00 32,364.38 333 0.912329 9.05 Total Misc. Travel Expenses 32,364.38 0.00 32,364.38
Total 07000 - Misc Expenses 88,959.38 0.00 88,959.38
09000 - Project Management
Administration
PMT Accounting & Consulting Ser
General Journal 05/31/2016 57 PMT Accounting & Consult Paid via RUP - May Admin 1/3 - SSF/Redwood/~ 833.34 833.34 1887 5.169863 1,305.50 General Journal 07/01/2016 58 PMT Accounting & Consult Paid via RUP -June Admin 1/3 - SSF/Redwood/~ 833.34 1,666.68 1856 5.084932 1,272.64 General Journal 07/31/2016 59 PMT Accounting & Consult Paid via RUP - July Admin 1/3 - SSF/Redwood/~ 833.34 2,500.02 1826 5.00274 1,241.31 General Journal 09/01/2016 60 PMT Accounting & Consult Paid via RUP - Aug Admin 1/3 - SSF/Redwood/~ 833.34 3,333.36 1794 4.915068 1,208.41 General Journal 10/01/2016 61 PMT Accounting & Consult Paid via RUP - Sept Admin 1/3 - SSF/Redwood/l 833.34 4,166.70 1764 4.832877 1,178.05 Total PMT Accounting & Consulting Ser 4,166.70 0.00 4,166.70 Total Administration 4,166.70 0.00 4,166.70
Consultants
B.Mendelsohn
General Journal 11/01/2015 221 Bob Mendelsohn Paid via RPC - Nov - Consultancy (1/2) 3,750.00 2,500.00 2099 5.750685 6,949.85 General Journal 12/07/2015 222 Bob Mendelsohn Paid via RPC - Dec - Consultancy (1/2) 3,750.00 6,250.00 2063 5.652055 6,759.16 General Journal 01/01/2016 223 Bob Mendelsohn Paid via RPC - Jan - Consultancy (1/2) 3,750.00 10,000.00 2038 5.583562 6,628.74 General Journal 02/01/2016 224 Bob Mendelsohn Paid via RPC - Feb - Consultancy (1/2) 3,750.00 13,750.00 2007 5.49863 6,469.26 General Journal 03/01/2016 225 Bob Mendelsohn Paid via RPC - Mar - Consultancy (1/2) 3,750.00 17,500.00 1978 5.419178 6,322.30 General Journal 04/01/2016 226 Bob Mendelsohn Paid via RPC - Apr - Consultancy (1/2) 3,750.00 21,250.00 1947 5.334247 6,167.53 General Journal 05/01/2016 227 Bob Mendelsohn Paid via RPC - May - Consultancy (1/2) 3,750.00 25,000.00 1917 5.252055 6,020.02 General Journal 06/01/2016 228 Bob Mendelsohn Paid via RUP - June - Consultancy (1/2) 3,750.00 28,750.00 1886 5.167123 5,869.90 General Journal 07/01/2016 229 Bob Mendelsohn Paid via RPC - Jul - Consultancy (1/2) 3,750.00 32,500.00 1856 5.084932 5,726.82 General Journal 08/01/2016 230 Bob Mendelsohn Paid via RPC - Aug - Consultancy (1/2) 3,750.00 36,250.00 1825 5 5,581.20 General Journal 09/07/2016 231 Bob Mendelsohn Paid via RPC - Sept - Consultancy (1/2) 3,750.00 40,000.00 1788 4.89863 5,410.33 General Journal 10/08/2016 232 Bob Mendelsohn Paid via RPC - Oct - Consultancy (1/2) 3,750.00 43,750.00 1757 4.813699 5,269.57 General Journal 11/01/2016 233 Bob Mendelsohn Paid via RPC - Nov - Consultancy (1/2) 3,750.00 47,500.00 1733 4.747945 5,162.09

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 12/01/2016 234 Bob Mendelsohn Paid via RPC - Dec - Consultancy (1/2) 3,750.00 51,250.00 1703 4.665753 5,029.53 General Journal 01/12/2018 249 Bob Mendelsohn To record January payment (paid via RHC) - 1/2 4,000.00 55,250.00 1296 3.550685 3,642.01 General Journal 02/12/2018 247 Feb - services - 1 /2 allocation 3,750.00 59,000.00 1265 3.465753 3,304.30 Bill 03/01/2018 March Services Bob Mendelsohn Mar - services - 1 /3 allocation 3,750.00 62,750.00 1248 3.419178 3,244.65 Bill 04/01/2018 April Services RHM Development LLC Apr services - 1 /3 allocation 3,750.00 66,500.00 1217 3.334247 3,137.17 Bill 05/10/2018 May Services RHM Development LLC May services - 1 /3 allocation 3,750.00 70,250.00 1178 3.227397 3,004.30 Bill 06/01/2018 June Bob Mendelsohn June services - 1/3 allocation 3,750.00 74,000.00 1156 3.167123 2,930.49 Bill 07/01/2018 July Services Bob Mendelsohn Jul services - 1/3 allocation 3,750.00 77,750.00 1126 3.084932 2,831.12 Bill 08/01/2018 Aug Services RHM Development LLC Aug services - 1 /3 allocation 3,750.00 81,500.00 1095 3 2,730.00 Bill 09/01/2018 Sept services RHM Development LLC Sep services - 1 /3 allocation 3,750.00 85,250.00 1064 2.915068 2,630.43 Bill 10/01/2018 Oct services RHM Development LLC Oct services - 1 /3 allocation 3,750.00 89,000.00 1034 2.832877 2,535.53 Bill 11/01/2018 Nov Services RHM Development LLC Nov services - 1 /3 allocation 3,750.00 92,750.00 1003 2.747945 2,438.95 Bill 12/01/2018 Dec Services RHM Development LLC Dec Services - 1 /3 allocation 3,750.00 96,500.00 973 2.665753 2,346.90 Bill 01/01/2019 Jan retainer RHM Development LLC Jan Services - 1/3 allocation 3,750.00 100,250.00 942 2.580822 2,253.22 General Journal 02/15/2019 243 RHM Development LLC To record February payment - 1/3 allocation 3,750.00 104,000.00 897 2.457534 2,119.78 General Journal 03/15/2019 RHM Development LLC To record March payment - 1/3 allocation 3,750.00 107,750.00 869 2.380822 2,038.26 Bill 04/15/2019 April retainer RHM Development LLC B. Mendelsohn -April retainer 1/2 3,750.00 111,500.00 838 2.29589 1,949.32 Bill 06/01/2019 June Retainer RHM Development LLC B. Mendelsohn - June retainer 1/2 3,750.00 115,250.00 791 2.167123 1,817.07 General Journal 06/10/2019 257 June additional services - 1/2 allocation 8,750.00 123,999.99 782 2.142466 4,181.56 Bill 07/01/2019 July retainer RHM Development LLC B. Mendelsohn - July retainer 1/2 3,750.00 127,749.99 761 2.084932 1,734.27 Bill 07/01/2019 July Consultancy RHM Development LLC - E July additional services - 1/2 allocation 8,750.00 136,499.99 761 2.084932 4,046.63 Bill 08/01/2019 Aug retainer RHM Development LLC B. Mendelsohn - Aug retainer 1 /2 3,750.00 140,249.99 730 2 1,650.00 Bill 08/01/2019 Aug Consultancy RHM Development LLC - E Aug additional services - 1/2 allocation 8,750.00 148,999.99 730 2 3,850.00 General Journal 09/03/2019 243 Bob Mendelsohn To record Sept payment to RHM - 1/2 allocation 12,500.00 161,499.99 697 1.909589 5,205.72 General Journal 10/01/2019 248 Bob Mendelsohn To record Oct payment to RHM - 1/2 allocation 12,500.00 173,999.98 669 1.832877 4,959.81 General Journal 10/31/2019 253 Bob Mendelsohn To record Oct payment to RHM - 1/2 allocation 12,500.00 186,499.98 639 1.750685 4,700.12 General Journal 11/27/2019 263 Bob Mendelsohn To record Dec payment to RHM - 1/2 allocation 12,500.00 198,999.97 612 1.676712 4,469.70 General Journal 12/23/2019 269 Bob Mendelsohn To record Dec payment to RHM - 1/2 allocation 12,500.00 211,499.97 586 1.605479 4,250.73 General Journal 01/30/2020 276 Bob Mendelsohn To record Feb payment to RHM - 1/2 allocation 12,500.00 223,999.96 548 1.50137 3,935.78 General Journal 02/28/2020 281 Bob Mendelsohn To record Oct payment to RHM - 1/2 allocation 12,500.00 236,499.96 519 1.421918 3,699.41 General Journal 04/01/2020 253 Bob Mendelsohn To record Apr payment to RHM - 1/2 allocation 12,500.00 248,999.95 486 1.331507 3,434.57 General Journal 04/30/2020 260 Bob Mendelsohn To record April payment to RHM - 1/2 allocation 12,500.00 261,499.95 457 1.252055 3,205.41 General Journal 06/01/2020 265 Bob Mendelsohn To record June payment to RHM - 1/2 allocation 12,500.00 273,999.95 425 1.164384 2,956.36 General Journal 07/01/2020 271 Bob Mendelsohn To record June payment to RHM - 1/2 allocation 12,500.00 286,499.95 395 1.082192 2,726.47 General Journal 08/01/2020 279 Bob Mendelsohn To record July payment to RHM - 1/2 allocation 12,500.00 298,999.95 364 0.99726 2,492.51 General Journal 09/01/2020 286 Bob Mendelsohn To record Sept payment to RHM - 1/2 allocation 12,500.00 311,499.95 333 0.912329 2,262.14 General Journal 10/01/2020 295 Bob Mendelsohn To record Oct payment to RHM - 1/2 allocation 12,500.00 323,999.95 303 0.830137 2,042.57 General Journal 11/01/2020 298 Bob Mendelsohn To record Nov payment to RHM - 1/2 allocation 12,500.00 336,499.94 272 0.745205 1,819.12 General Journal 12/01/2020 304 Bob Mendelsohn To record Dec payment to RHM - 1/2 allocation 12,500.00 348,999.94 242 0.663014 1,606.14 General Journal 01/04/2021 308 Bob Mendelsohn To record Jan payment to RHM - 1/2 allocation 12,500.00 361,499.93 208 0.569863 1,368.59 General Journal 01/29/2021 312 Bob Mendelsohn To record Jan payment to RHM - 1/2 allocation 12,500.00 373,999.93 183 0.50137 1,196.48 General Journal 03/01/2021 318 Bob Mendelsohn To record Mar payment to RHM - 1/2 allocation 12,500.00 386,499.92 152 0.416438 986.03 General Journal 04/01/2021 333 Bob Mendelsohn To record Apr payment to RHM - 1/2 allocation 12,500.00 398,999.92 121 0.331507 778.81 General Journal 04/30/2021 349 Bob Mendelsohn To record May payment to RHM - 1/2 allocation 12,500.00 411,499.91 92 0.252055 587.84 General Journal 06/01/2021 354 Bob Mendelsohn To record June payment to RHM - 1/2 allocation 12,500.00 423,999.91 60 0.164384 380.30 General Journal 07/01/2021 368 Bob Mendelsohn To record July payment to RHM - 1/2 allocation 12,500.00 436,499.90 30 0.082192 188.73 Total B.Mendelsohn 437,749.90 0.00 436,499.90
Putnam Atlantic Properties LLC
General Journal 10/04/2017 235 Putnam Atlantic Properties Paid via RUP - Sept services - 1/3 to Santa Cla 3,333.33 3,333.33 1396 3.824658 3,361.19 General Journal 11/06/2017 62 Putnam Atlantic Properties Paid via RUP - Oct Services re Santa Clara/Red· 3,333.33 6,666.66 1363 3.734247 3,251.74 General Journal 11/06/2017 236 Putnam Atlantic Properties Paid via RUP - Oct services - 1/3 to Santa Clar, 3,333.33 9,999.99 1363 3.734247 3,251.74

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 12/05/2017 63 Putnam Atlantic Properties Paid via RUP - Nov Services re Santa Clara/Rec 3,333.33 13,333.32 1334 3.654795 3,157.04 General Journal 12/05/2017 237 Putnam Atlantic Properties Paid via RUP - Nov services - 1/3 to Santa Clar 3,333.33 16,666.65 1334 3.654795 3,157.04 General Journal 01/03/2018 64 Putnam Atlantic Properties Paid via RUP - Dec Services re Santa Clara/Rec 5,000.00 21,666.65 1305 3.575342 4,595.55 General Journal 01/03/2018 238 Putnam Atlantic Properties Paid via RUP - Dec - Development fee - 1/3 of ~ 3,666.67 25,333.32 1305 3.575342 3,370.08 Bill 02/05/2018 Jan 2018 Putnam Atlantic Properties Jan - Development fee - 1/3 to Santa Clara/Red 6,666.67 31,999.99 1272 3.484932 5,918.24 Bill 03/09/2018 Feb 2018 Putnam Atlantic Properties Feb - Development fee - 1/3 of Santa Clara/Red 6,666.67 38,666.66 1240 3.39726 5,718.68 Bill 04/09/2018 Mar2018 Putnam Atlantic Properties Mar - Development fee - 1/3 of Santa Clara/Red, 6,666.67 45,333.33 1209 3.312329 5,528.37 Bill 05/10/2018 Apr 2018 Putnam Atlantic Properties Apr - Development fee - 1/3 of Santa Clara/Redv 6,666.67 52,000.00 1178 3.227397 5,340.99 Bill 06/04/2018 May Putnam Atlantic Properties May - Development fee - 1/3 of Santa Clara/Red· 6,666.67 58,666.67 1153 3.158904 5,191.97 Bill 07/10/2018 June 2018 Putnam Atlantic Properties June - Development fee - 1/3 of Santa Clara/Rec 6,666.67 65,333.34 1117 3.060274 4,980.63 Bill 08/05/2018 July 2018 Putnam Atlantic Properties July - Development fee - 1/3 of Santa Clara/Red, 6,666.67 72,000.01 1091 2.989041 4,830.34 Bill 09/09/2018 Aug 2018 Putnam Atlantic Properties Aug - Development fee - 1/3 of Santa Clara/Red, 6,666.67 78,666.68 1056 2.893151 4,631.09 Bill 10/09/2018 Sept Putnam Atlantic Properties Sep - Development fee - 1/3 of Santa Clara/Red, 6,666.67 85,333.35 1026 2.810959 4,463.05 Bill 11/04/2018 Oct 2018 Putnam Atlantic Properties Oct - Development fee - 1/3 of Santa Clara/Redv 6,863.33 92,196.68 1000 2.739726 4,446.86 Bill 12/04/2018 Nov 2018 Putnam Atlantic Properties Nov - Development fee - 1/3 of Santa Clara/Red1 6,470.00 98,666.68 970 2.657534 4,033.43 Bill 01/02/2019 Dec 2018 Putnam Atlantic Properties Dec - Development fee - 1/3 of Santa Clara/Red, 6,666.67 105,333.35 941 2.578082 4,000.39 Bill 02/06/2019 Jan 2019 Putnam Atlantic Properties Jan - Development fee - 1/3 of Santa Clara/Red~ 6,666.67 112,000.02 906 2.482192 3,815.52 Bill 03/10/2019 Feb 2019 Putnam Atlantic Properties Feb - Development fee - 1/3 of Santa Clara/Red, 6,666.67 118,666.69 874 2.394521 3,649.30 Bill 04/04/2019 Mar2019 Putnam Atlantic Properties Mar - Development fee - 1/3 of Santa Clara/Red 6,666.67 125,333.36 849 2.326027 3,521.28 Bill 04/30/2019 April Putnam Atlantic Properties Apr - Development fee - 1/3 of Santa Clara/Redv 6,666.67 132,000.03 823 2.254795 3,389.82 Bill 06/07/2019 May 2019 Putnam Atlantic Properties May - Development fee - 1/3 of Santa Clara/Red· 6,666.67 138,666.70 785 2.150685 3,200.73 Bill 07/03/2019 June 2019 Putnam Atlantic Properties June - Development fee - 1/3 of Santa Clara/Rec 6,666.67 145,333.37 759 2.079452 3,073.41 Bill 08/06/2019 July 2019 Putnam Atlantic Properties July - Development fee - 1/3 of Santa Clara/Red, 6,666.67 152,000.04 725 1.986301 2,909.39 Bill 09/01/2019 Aug 2019 Putnam Atlantic Properties Aug - Development fee - 1/3 of Santa Clara/Red, 6,666.67 158,666.71 699 1.915068 2,785.83 Bill 10/05/2019 10/05/2019 Putnam Atlantic Properties Sep - Development fee - 1/3 of Santa Clara/Red, 6,666.67 165,333.38 665 1.821918 2,626.65 Bill 11/03/2019 Oct 2019 Putnam Atlantic Properties Oct - Development fee - 1/3 of Santa Clara/Redv 6,666.67 172,000.05 636 1.742466 2,492.99 Bill 12/02/2019 Nov 2019 Putnam Atlantic Properties Nov - Development fee - 1/3 of Santa Clara/Red1 6,666.67 178,666.72 607 1.663014 2,361.27 Bill 01/01/2020 Jan 2020 Putnam Atlantic Properties Dec - Development fee - 1/3 of Santa Clara/Red, 6,666.67 185,333.39 577 1.580822 2,226.99 Bill 02/01/2020 Jan Putnam Atlantic Properties Jan - Development fee - 1/3 of Santa Clara/Red~ 6,666.67 192,000.06 546 1.49589 2,090.33 Bill 03/01/2020 Feb 2020 Putnam Atlantic Properties Feb - Development fee - 1/3 of Santa Clara/Red, 6,666.67 198,666.73 517 1.416438 1,964.39 Bill 04/01/2020 Mar 2020 Putnam Atlantic Properties Mar - Development fee - 1 /3 of Santa Clara/Red, 6,666.67 205,333.40 486 1.331507 1,831.77 Bill 04/30/2020 April 2020 Putnam Atlantic Properties Apr - Development fee - 1/3 of Santa Clara/Redv 6,666.67 212,000.07 457 1.252055 1,709.55 Bill 06/02/2020 May 2020 Putnam Atlantic Properties May - Development fee - 1/2 of Santa Clara/Red 10,000.00 222,000.07 424 1.161644 2,358.92 Bill 07/03/2020 June 2020 Putnam Atlantic Properties June - Development fee - 1/2 of Santa Clara/Rec 10,000.00 232,000.07 393 1.076712 2,169.01 Bill 08/03/2020 July 2020 Putnam Atlantic Properties July - Development fee - 1/2 of Santa Clara/Red, 10,000.00 242,000.07 362 0.991781 1,982.03 Bill 09/01/2020 Aug 2020 Putnam Atlantic Properties Aug - Development fee - 1/2 of Santa Clara/Red, 10,000.00 252,000.07 333 0.912329 1,809.71 Bill 10/02/2020 Sept 2020 Putnam Atlantic Properties Aug - Development fee - 1/2 of Santa Clara/Red, 10,000.00 262,000.07 302 0.827397 1,628.25 Bill 11/03/2020 Oct 2020 Putnam Atlantic Properties Oct - Development fee - 1/3 of Santa Clara/Red• 6,666.67 268,666.74 270 0.739726 962.57 Bill 12/01/2020 Nov 2020 Putnam Atlantic Properties Nov - Development fee - 1/3 of Santa Clara/Rec 6,666.67 275,333.41 242 0.663014 856.61 Bill 01/04/2021 Dec 2020 Putnam Atlantic Properties Nov - Development fee - 1/3 of Santa Clara/Rec 6,666.67 282,000.08 208 0.569863 729.92 Bill 02/02/2021 Jan 2021 Putnam Atlantic Properties Jan - Development fee - 1/3 of Santa Clara/Red~ 6,666.67 288,666.75 179 0.490411 623.54 Bill 03/02/2021 Feb 2021 Putnam Atlantic Properties Feb - Development fee - 1/3 of Santa Clara/Red, 6,666.67 295,333.42 151 0.413699 522.29 Bill 04/02/2021 Mar 2021 Putnam Atlantic Properties Mar - Development fee - 1/3 of Santa Clara/Red, 6,666.67 302,000.09 120 0.328767 411.83 Bill 05/03/2021 Apr 2021 Putnam Atlantic Properties Apr - Development fee - 1/3 of Santa Clara/Redv 6,666.67 308,666.76 89 0.243836 303.06 Bill 06/01/2021 May 2021 Putnam Atlantic Properties May - Development fee - 1/3 of Santa Clara/Red· 6,666.67 315,333.43 60 0.164384 202.83 Bill 07/01/2021 June 2021 Putnam Atlantic Properties June - Development fee - 1/3 of Santa Clara/Rec 6,666.67 322,000.10 30 0.082192 100.65 Total Putnam Atlantic Properties LLC 322,000.10 0.00 322,000.10 S. Mendelsohn
General Journal 11/01/2015 221 Scott Mendelsohn Paid via RUP - Nov - Consultancy (1/2) 2,500.00 1,666.67 2099 5.750685 4,633.23 General Journal 12/07/2015 222 Scott Mendelsohn Paid via RUP - Dec - Consultancy (1/2) 2,500.00 3,333.34 2063 5.652055 4,506.11 General Journal 01/01/2016 223 Scott Mendelsohn Paid via RUP - Jan - Consultancy (1/2) 2,500.00 5,000.01 2038 5.583562 4,419.16

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest General Journal 02/01/2016 224 Scott Mendelsohn Paid via RUP - Feb - Consultancy (1/2) 2,500.00 6,666.68 2007 5.49863 4,312.84 General Journal 03/01/2016 225 Scott Mendelsohn Paid via RUP - Mar - Consultancy (1/2) 2,500.00 8,333.35 1978 5.419178 4,214.86 General Journal 04/01/2016 226 Scott Mendelsohn Paid via RUP - Apr - Consultancy (1/2) 2,500.00 10,000.02 1947 5.334247 4,111.69 General Journal 05/01/2016 227 Scott Mendelsohn Paid via RUP - May - Consultancy (1/2) 2,500.00 11,666.69 1917 5.252055 4,013.35 General Journal 06/01/2016 228 Scott Mendelsohn Paid via RUP - June - Consultancy (1/2) 2,500.00 13,333.36 1886 5.167123 3,913.27 General Journal 07/01/2016 229 Scott Mendelsohn Paid via RUP - Jul - Consultancy (1/2) 2,500.00 15,000.03 1856 5.084932 3,817.88 General Journal 08/01/2016 230 Scott Mendelsohn Paid via RUP - Aug - Consultancy (1/2) 2,500.00 16,666.70 1825 5 3,720.80 General Journal 09/07/2016 231 Scott Mendelsohn Paid via RUP - Sept - Consultancy (1/2) 2,500.00 18,333.37 1788 4.89863 3,606.88 General Journal 10/08/2016 232 Scott Mendelsohn Paid via RUP - Oct - Consultancy (1/2) 2,500.00 20,000.04 1757 4.813699 3,513.05 General Journal 11/01/2016 233 Scott Mendelsohn Paid via RUP - Nov - Consultancy (1/2) 2,500.00 21,666.71 1733 4.747945 3,441.39 General Journal 12/01/2016 234 Scott Mendelsohn Paid via RUP - Dec - Consultancy (1/2) 2,500.00 23,333.38 1703 4.665753 3,353.02 General Journal 11/01/2017 65 Scott Mendelsohn Paid via RUP - Nov services - 50% 2,500.00 25,000.05 1368 3.747945 2,451.16 General Journal 12/01/2017 66 Scott Mendelsohn Paid via RUP - Dec services - 50% 2,500.00 26,666.72 1338 3.665753 2,377.52 General Journal 12/11/2017 67 Scott Mendelsohn Paid via RUP - Year end bonus - 505 2,500.00 28,333.39 1328 3.638356 2,353.22 General Journal 01/01/2018 68 Scott Mendelsohn Paid via RUP - Jan 2018 Consultancy- 50% 3,750.00 30,833.39 1307 3.580822 3,453.86 General Journal 01/01/2018 To correct 12/31 /17 transfer Santa Clara Progra 10,000.00 20,833.39 1307 3.580822 Bill 02/01/2018 Feb Scott Mendelsohn Feb - 1 /2 allocation 3,750.00 23,333.39 1276 3.49589 3,343.17 Bill 03/01/2018 Mar Consultancy Scott Mendelsohn Mar - 1/2 allocation 3,750.00 25,833.39 1248 3.419178 3,244.65 Bill 04/02/2018 021 Scott Mendelsohn Apr - 1/2 allocation 3,750.00 28,333.39 1216 3.331507 3,133.73 Bill 05/01/2018 22 Scott Mendelsohn May- 1/2 allocation 3,750.00 30,833.39 1187 3.252055 3,034.74 Bill 06/01/2018 June Consultancy Scott Mendelsohn June - 1/2 allocation 3,750.00 33,333.39 1156 3.167123 2,930.49 Bill 07/05/2018 #24 Scott Mendelsohn July - 1 /2 allocation 3,750.00 35,833.39 1122 3.073973 2,817.99 Bill 08/01/2018 #25 -August Scott Mendelsohn Aug - 1 /2 allocation 3,750.00 38,333.39 1095 3 2,730.00 Bill 09/01/2018 #26 Scott Mendelsohn Sept - 1 /2 allocation 3,750.00 40,833.39 1064 2.915068 2,630.43 Bill 10/01/2018 027 Scott Mendelsohn Oct - 1/2 allocation 3,750.00 43,333.39 1034 2.832877 2,535.53 Bill 11/01/2018 Nov Consultancy Scott Mendelsohn Nov - 1/2 allocation 3,750.00 45,833.39 1003 2.747945 2,438.95 Bill 11/29/2018 Bonus Scott Mendelsohn 2018 bonus - 1/2 allocation 5,000.00 49,166.73 975 2.671233 3,137.32 Bill 12/01/2018 29 Scott Mendelsohn Dec - 1 /2 allocation 2,500.00 51,666.73 973 2.665753 1,564.60 Bill 01/01/2019 030 Scott Mendelsohn Jan - 1/2 allocation 4,166.67 12,500.01 54,444.51 942 2.580822 2,503.58 Bill 02/01/2019 031 Scott Mendelsohn Feb - 1 /2 allocation 4,166.67 57,222.29 911 2.49589 2,401.08 Bill 03/01/2019 March Scott Mendelsohn Mar - 1/2 allocation 4,166.67 60,000.07 883 2.419178 2,309.86 Bill 04/01/2019 33 Scott Mendelsohn Apr- 1/2 allocation 4,166.67 62,777.85 852 2.334247 2,210.35 Bill 05/01/2019 34 Scott Mendelsohn May- 1/2 allocation 4,166.67 65,555.63 822 2.252055 2,115.50 Bill 06/01/2019 035 Scott Mendelsohn June - 1/2 allocation 5,000.00 68,888.96 791 2.167123 2,422.76 Bill 07/01/2019 36 Scott Mendelsohn July - 1 /2 allocation 5,000.00 72,222.29 761 2.084932 2,312.36 Bill 08/01/2019 037 Scott Mendelsohn Aug - 1 /2 allocation 5,000.00 75,555.62 730 2 2,200.00 Bill 09/01/2019 038 Scott Mendelsohn Sept - 1 /2 allocation 5,000.00 78,888.95 699 1.915068 2,089.37 Bill 10/01/2019 39 Scott Mendelsohn Oct - 1/2 allocation 5,000.00 82,222.28 669 1.832877 1,983.92 Bill 11/01/2019 040 Scott Mendelsohn Nov - 1/2 allocation 5,000.00 85,555.61 638 1.747945 1,876.61 Bill 12/01/2019 41 Scott Mendelsohn Dec - 1 /2 allocation 5,000.00 88,888.94 608 1.665753 1,774.33 Check 12/09/2019 1494 Scott Mendelsohn Bonus for 2019 services - 1/2 allocation 10,000.00 95,555.61 600 1.643836 3,494.63 Bill 01/01/2020 042 Scott Mendelsohn Jan - 1/2 allocation 5,000.00 98,888.94 577 1.580822 1,670.24 Bill 02/01/2020 043 Scott Mendelsohn Feb - 1 /2 allocation 5,000.00 102,222.27 546 1.49589 1,567.75 Bill 03/01/2020 44 Scott Mendelsohn Mar - 1/2 allocation 5,000.00 105,555.60 517 1.416438 1,473.29 Bill 04/01/2020 45 Scott Mendelsohn Apr - 1/2 allocation 5,000.00 108,888.93 486 1.331507 1,373.83 Bill 05/01/2020 46 Scott Mendelsohn May- 1/2 allocation 5,000.00 113,888.93 456 1.249315 1,279.03 Bill 06/01/2020 047 Scott Mendelsohn June - 1/2 allocation 5,000.00 118,888.93 425 1.164384 1,182.55 Bill 07/01/2020 48 Scott Mendelsohn July - 1 /2 allocation 5,000.00 123,888.93 395 1.082192 1,090.59 Bill 08/01/2020 49 Scott Mendelsohn August - 1/2 allocation 5,000.00 128,888.93 364 0.99726 997.00 Bill 09/01/2020 Sept Scott Mendelsohn Sept - 1 /2 allocation 5,000.00 133,888.93 333 0.912329 904.86 Bill 10/01/2020 051 Scott Mendelsohn Oct - 1/2 allocation 5,000.00 138,888.93 303 0.830137 817.03

Summary of Santa Clara Costs plus accrued interest to July 31, 2021 Type Date Num Name Memo Debit Credit Balance 0/S # Years Interest Bill 11/02/2020 Nov -#52 Scott Mendelsohn Nov - 1/2 allocation 5,000.00 142,222.26 271 0.742466 724.79 Bill 12/01/2020 053 Scott Mendelsohn Dec - 1 /2 allocation 50,000.00 145,555.59 242 0.663014 6,424.57 Check 12/15/2020 1986 Scott Mendelsohn Bonus for 2020 services - 1/2 allocation 10,000.00 152,222.26 228 0.624658 1,206.27 Bill 01/04/2021 54 Scott Mendelsohn Jan - 1/2 allocation 5,750.00 156,055.59 208 0.569863 629.55 Bill 02/01/2021 055 Scott Mendelsohn Feb - 1 /2 allocation 5,750.00 159,888.92 180 0.493151 540.95 Bill 03/01/2021 #56 Scott Mendelsohn Mar - 1/2 allocation 5,750.00 163,722.25 152 0.416438 453.57 Bill 04/01/2021 #057 Scott Mendelsohn Apr - 1/2 allocation 5,750.00 167,555.58 121 0.331507 358.25 Bill 05/01/2021 58 Scott Mendelsohn May- 1/2 allocation 5,750.00 171,388.91 91 0.249315 267.40 Bill 06/01/2021 #59 Scott Mendelsohn June - 1/2 allocation 5,750.00 175,222.24 60 0.164384 174.94 Bill 07/01/2021 #060 Scott Mendelsohn July - 50% allocation 5,750.00 177,138.91 30 0.082192 86.81 Total S. Mendelsohn 312,333.32 22,500.01 177,138.91 1,821,423.91 Total Consultants 1,072,083.32 22,500.01 935,638.91
Total 09000 - Project Management 1,076,250.02 22,500.01 939,805.61 TOTAL 3,793,666.09 37,270.89 3,642,450.80 1,821,423.91
Project Costs 3,642,450.80
Interest to 7 /31/21 1,821,423.91
$ 5,463,874.71

Exhibit B

Exhibit B

Republic Santa Clara Project - Lost Opportunity
JV Investor Re~ublic Proiect
Total Equity Investment $39,402,991 $4,378,110 $43,781,101 Gross Income & Proceeds Projected $82,082,032 $18,863,141 $100,945,173 Net Profit - Lost Opportunity Cost $42,679,041 $14,485,031 $57,164,072 1 PROOF OF SERVICE
2 The undersigned declares:
3 I am employed in the County of San Francisco, State of California. I am over the age of 18 and am not a party to the within action; my business address is c/o Nossaman LLP, 50 4 California Street, 34th Floor, San Francisco, CA 94111. 5 On March 4, 2022, I served the foregoing DECLARATION OF BRENDAN F.

MACAULAY IN SUPPORT OF DEMURRER OF CITY OF SANTA CLARA TO PLAINTIFF 6 REPUBLIC METROPOLITAN'S COMPLAINT AND MOTION TO STRIKE PORTIONS OF 7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
PLAINTIFF'S COMPLAINT on parties to the within action as follows:
□
□
□
□
0 0
(By U.S. Mail) On the same date, at my said place of business, Copy enclosed in a seale envelope, addressed as shown on the attached service list was placed for collection and mailing following the usual business practice of my said employer. I am readily familiar with my said employer's business practice for collection and processing of correspondence for mailing with the United States Postal Service, and, pursuant to that practice, the correspondence would be deposited with the United States Postal Service, with postage thereon fully prepaid, on the same date at San Francisco, California. (By Facsimile) I served a true and correct copy by facsimile pursuant to C.C.P. 1013(e), to the number( s) listed on the attached sheet. Said transmission was reported complete and without error. A transmission report was properly issued by the transmitting facsimile machine, which report states the time and date of sending and the telephone number of the sending facsimile machine. A copy of that transmission report is attached hereto.
(By Overnight Service) I served a true and correct copy by overnight delivery service for delivery on the next business day. Each copy was enclosed in an envelope or package designated by the express service carrier; deposited in a facility regularly maintained by the express service carrier or delivered to a courier or driver authorized to receive documents on its behalf; with delivery fees paid or provided for; addressed as shown on the accompanying service list.
(By Electronic Service) By emailing true and correct copies to the persons at the electronic notification address( es) shown on the accompanying service list. The document(s) was/were served electronically and the transmission was reported as complete and without error.
(By Electronic Service) Pursuant to California Rules of Court, rules 2.251(a)(2) and

2.25 l(a)(3), by submitting an electronic version of the document(s) to One Legal, through the user interface at www.onelegal.com, I caused the document(s) to be sent to the person( s) listed on the attached service list.

Executed on March 4, 2022.
(STATE) I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Is/ Anthon Levin tow
Anthony Levintow

PROOF OF SERVICE
60349547.vl
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28

SERVICE LIST
Joseph W. Cotchett
James G. Dallal
Tamarah P. Prevost
COTCHETT, PITRE & McCARTHY, LLP
San Francisco Airport Office Center
840 Malcolm Road, Suite 200
Burlingame, CA 94010
Telephone: (650) 697-6000
Facsimile: ( 650) 697-0577
j [email protected]
[email protected]
[email protected]
Attorneys for Plaintiff Republic Metropolitan
AnnM. Ravel

RAVEL LAW
25 Central A venue
Los Gatos, CA 95030
Telephone: (408) 458-0719
[email protected]
Attorneys for Plaintiff Republic Metropolitan

PROOF OF SERVICE
60349547.vl

6/22/2023 3:36:24 PM

________

Tuesday, July 11, 2023 – Joint Council and Authorities Concurrent and Stadium Authority Meeting

Special Order of Business
23-839 Proclaim July 2023 as Parks and Recreation Month Public Hearing/General Business
23-186 Public Hearing: Action on a Resolution Confirming the 2023 Weed Abatement Program and Assessment
23-592 Responses to City Council Questions Regarding the Cleanup Campaign Alternatives and Community Survey Results Presentation from the April 18, 2023 City Council Meeting (File# 23-1171) and Action to Authorize the City Manager to Negotiate and Execute an Amendment to the Exclusive Franchise Agreement with Mission Trail Waste Systems to add More Disposal Days at the Mission Trail Transfer Station

23-726 Action to Waive First Reading and Approve Introduction of an Ordinance Amending Chapter 5.05 (Solicitors and Peddlers) and Section 9.05.165 (Activities and Conduct Prohibited in Parking Facilities Adjacent to the Stadium or Parking Facilities Used for Stadium Events) of the Santa Clara City Code to Create a Limited-Term Pilot Project Regulating Vending Upon Certain Public Sidewalks and Pedestrian Paths Surrounding Levi’s Stadium on Event Days Pursuant to SB 946

23-814 Discuss and Consider the Creation of an Independent Ethics Commission

Tentative Tuesday, July 17, 2023 – Special Council Meeting – 5:30 PM Interviews:

Bicycle and Pedestrian Advisory Committee Applicants
Civil Service Commission Applicants
Parks and Recreation Commission Applicants

City of Santa Clara
Tentative Meeting Agenda Calendar
Note: These proposed dates are tentative and subject to change based on staff capacity, meeting management, and deferred items by Council requiring other items to free up agenda meeting time.

Tuesday, July 18, 2023 – Council and Authorities Concurrent and Meeting

Public Hearing/General Business
23-824 Action on Appointments Related to a Charter Review Committee to Consider Potential Charter Amendments on the March 2024 Ballot to the Positions of Police Chief and City Clerk and Direction to Study Related Charter Amendment Alternatives
23-747 Action on a Rezone from PD - Planned Development to MH - Heavy Industrial for the properties located at 700 Mathew Street (CEQA: Categorical Exemption, Class 1 Section 15301 Existing Facilities)
23-757 Receive Silicon Valley Power Quarterly Update

COUNCIL RECESS JULY 19 – AUGUST 21, 2023

Tuesday, August 22, 2023 – Joint Council and Authorities Concurrent and Stadium Authority Meeting

Study Session

23-786 Study Session on the Zoning Code Update

Special Orders of Business

23-828 Recognition of Outgoing Commissioners on the Civil Service Commission, Historical and Landmarks, Parks and Recreation Commission, Planning Commission, and the Senior Advisory Commission

23-846 Proclaim August 2023 as American Muslim Appreciation and Awareness Month

Public Hearing/General Business

23-492 Adopt a Resolution to Modify Parking Regulations on Lafayette Street related to the Lafayette Street Class IV Bikeway Project
23-793 Review and Recommendation on Design Professional Services for the Bowers Park Building and Sarah Fox Mausoleum Roof Rehabilitation Project

23-810 Action on an Environmental Impact Report, General Plan Amendment, Rezone, and Tentative Subdivision Map for the Property Located at 906-950 Monroe Street and 1341 Homestead Road (CEQA: An Environmental Impact Report (EIR) was Prepared for the Project)

Tuesday, August 29, 2023 – Council and Authorities Concurrent and Meeting

Study Session
23-838 Study Session - Parkland Acquisition and Development Funding Sources, Priorities and Use
Special Order of Business
23-277 Proclamation of September 2023 as Community Preparedness Month Public Hearing/General Business
23-1349 Action on the Waiver of the First Reading and Introduction of an Ordinance Approving Rules and Regulations for the Mission City Memorial Park (Cemetery and Authorization of the City Manager to Prudently Manage the Cemetery Operations and Maintenance Including the Endowment Care Fund

23-767 Adoption of Resolutions Approving an Installment Sale Financing and Authorizing the Execution, Delivery and Sale of Wastewater Revenue Certificates of Participation in a Principal Amount not to Exceed $50,000,000 to Finance and Refinance Capital Costs of the San José-Santa Clara Regional Wastewater Facility

Tuesday, September 12, 2023 – Council and Authorities Concurrent and Meeting

Joint Dinner

23-743 Joint Dinner Meeting with Senior Advisory Commission

Public Hearing/General Business
23-208 Action on the Introduction of a Resolution to Modify the Files Management Manual for the City of Santa Clara

Tuesday, September 19, 2023 – Joint Council and Authorities Concurrent and Stadium Authority Meeting

Public Hearing/General Business - TBD

Tuesday, October 10, 2023 – Council and Authorities Concurrent and Meeting

Public Hearing/General Business - TBD

Tuesday, October 24, 2023 – Joint Council and Authorities Concurrent and Stadium Authority Meeting

Public Hearing/General Business
23-585 Public Hearing to Adopt the Comprehensive Zoning Code Update