Agenda packet — City Council and Authorities Concurrent, July 18, 2023 (part 1 of 3)

City of Santa Clara
Meeting Agenda
Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
6:00 PMTuesday, July 18, 2023
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306
o Phone 1(669) 900-6833
How to Submit Written Public Comment Before City Council Meeting:

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

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

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

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

Page 1 of 12 ends

Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Mayor calls for a Special Meeting of the City Council of the City of Santa Clara, to commence and convene on July 18, 2023, at 6:00 pm for a Special Council Meeting in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California and virtually to consider the following matter(s) and to potentially take action with respect to them.

Special Council Meeting 6:00 PM | Regular Meeting - 7:00 PM 6:00 PM SPECIAL COUNCIL MEETING
Call to Order in the Council Chambers
Roll Call

1. Receive Silicon Valley Power Quarterly Update23-757
Note and file the Silicon Valley Power Quarterly
Update.

Recommendation:
7:00 PM COUNCIL REGULAR MEETING
Call to Order
Call to Order in the Council Chambers (Open to the Public) Pledge of Allegiance and Statement of Values

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS

SPECIAL ORDER OF BUSINESS

2.A Recognition of Miss Santa Clara Kimberly Vernon23-898

2.B Proclaim Taylor Swift as Honorary Mayor and Name the City of Santa Clara to “Swiftie
Clara” for Ceremonial Purposes Only
During the Period of July 28, 2023 to July 29, 2023
23-863

CONSENT CALENDAR
[Items listed on the CONSENT CALENDAR are considered routine and will be adopted by one motion. There will be no separate discussion of
the items on the CONSENT CALENDAR unless discussion is requested by a member of the Council, staff, or public. If so requested, that item will be removed from the CONSENT CALENDAR and considered under CONSENT ITEMS PULLED FOR DISCUSSION.]

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent
Meeting
Meeting Agenda July 18, 2023

3.A Board, Commissions and Committee Minutes23-17
Note and file the Minutes of:

3.B Action to Ratify Purchase Orders Greater than $250,000, with an Aggregate Amount
of $3,389,254 for Finance Department
Central Warehouse Purchases to Replenish Silicon Valley Power Inventory Funded by the Electric Operating Fund
23-844

1. Ratify the purchase order for Hitachi Energy
USA, Inc for electric transformers in an amount
not to exceed $529,398, funded by the Electric
Operating Fund and Electric Utility Capital Fund,
subject to appropriation of funds.

2. Ratify the purchase order for Trayer Engineering
Corp for electric switches in an amount not to
exceed$2,362,246, funded by the Electric
Operating Fund and Electric Utility Capital Fund,
subject to appropriation of funds.

3. Ratify the purchase order for Elster Solutions
LLC for electric meters in an amount not to
exceed
$497,610, funded by the Electric Operating
Fund and Electric Utility Capital Fund, subject to
appropriation of funds.

Recommendation:

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023

3.C Action on an Agreement with Bellecci & Associates, Inc. for Design Professional
Services for Creek Trail Pavement
Maintenance and Rehabilitation Projects
23-690

1. Approve and authorize the City Manager to execute
an agreement with Bellecci & Associates, Inc. for
Creek Trail Pavement Maintenance and
Rehabilitation Projects in the amount not-to-exceed
$494,110 for design professional services required
for the creek trail pavement maintenance and
rehabilitation projects, in a final form approved by
the City Attorney; and

2. Authorize the City Manager to make minor,
non-substantive modifications, including time
extensions, to the agreement, if needed in a final
form approved by the City Attorney.

Recommendation:

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023

3.D Action to Delegate Authority to the City Manager to Negotiate and Execute
Amendments to Agreements for Design
Professional Services for Silicon Valley Power’s System Capacity Expansion Planning Including Development of a
Twenty-Year Long-Term Strategy Plan for System Growth,
Master Agreements for Plan Implementation Services, and Master Agreements for General Consulting Services
23-737

1. Authorize the City Manager to negotiate and
execute an amendment to the Agreement for
Design Professional Services with Electrical
Consultants, Inc (ECI Agreement) for additional
services associated with the System Expansion
Plan increasing the maximum compensation to
$1,500,000 and extending the term of the
agreement until December 31, 2025, funded by the
Electric Utility Capital Fund;

2. Authorize the City Manager to negotiate and
execute amendments to the following Agreements
for Design Professional Services (Master
Agreements) for Silicon Valley Power’s System
Expansion Plan with an additional aggregate
maximum compensation of $30 million for a new
aggregate maximum compensation of $80 million
funded by the Electric Utility Capital Fund and
allocated as SVP may require, subject to the
appropriation of funds: (A) general consulting
services with; (i) Advisian Worley Group; (ii) TRC
Solutions, Inc.; (iii) Leidos Engineering LLC; (iv)
Flynn Resource Consultants, Inc.; and (v) EN
Engineering LLC; and (B) For plan implementation
services with: (i) Burns & McDonnell Engineering
Company, Inc. (formerly 1898 & Co.); (ii) TRC
Solutions, Inc.; (iii) ECI; (iv) AECOM Technical
Services, Inc.; and (v) Stantec Consulting Services
Inc

3. Authorize the City Manager to take any actions as
necessary to implement and administer the ECI
Agreement and Master Agreements and to
negotiate and execute amendments to those
agreements to (a) add or delete services consistent
with their scope of services; (b) adjust future rates;
and (c) extend their term of the agreement to
complete projects initiated during the authorized
term; and
Recommendation:

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023

4. All amendments included in this authorization shall
be subject to the review and approval as to form by
the City Attorney.

3.E Action on Accepting a Grant Award from the EnergIIZE Commercial Vehicles
Project to Fund Medium-Duty and
Heavy-Duty (MD/HD) Zero-emission Vehicles (ZEVs) Charging Infrastructure at the City’s Street Corporation Yard/Utility Yard at 1715 Martin Avenue
23-136

1. Accept EnergIIZE Project grant funds for an
amount of $177,487 (EnergIIze Grant) or such
additional amount as may be awarded from the
EnergIIZE Project to fund medium-duty and
heavy-duty zero-emission vehicles charging
infrastructure at the City’s Street Corporation
Yard/Utility Yard at 1715 Martin Avenue or other
eligible locations with required matching funds
from Greenhouse Gas Reduction Funds (Fund
191); and

2. Authorize the City Manager, or designee, to
negotiate and execute an agreement (Agreement)
with CALSTART for the EnergIIze Grant and
related documents, subject to the review and
approval as to form by the City Attorney, and to
take all actions necessary to administer and
implement the EnergIIze Grant and Agreement.

Recommendation:

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023

3.F Action on Authorizing the Use of City Electric Forces at Various Locations
23-510
In accordance with Section 713 of the City Charter,
the City Council hereby resolves as follows:

1. Determine the proposed action is exempt from
CEQA pursuant to Sections 15302(c) (Class 2 -
Replacement or Reconstruction) and 15303 (Class
3 - New Construction or Conversion of Small
Structures) of Title 14 of the California Code of
Regulations; and

2. Declare and determine that the public works
located at 2300 Calle De Luna, 2920 Scott
Boulevard, 2330 Monroe Street, and 3941 Stevens
Creek Boulevard are better performed by the City
with its own employees based on the information
set forth in this Report to Council.

Recommendation:

3.G Action to Authorize the City Manager to Execute Agreements for Two HUD
CDBG-funded Capital Improvement Projects: 1)
Santa Clara Methodist Retirement Foundation - Liberty Tower (Elevator Upgrades); and 2) Rebuilding Together Silicon Valley (Minor Home Repair Program); (Categorical Exemption per the California Environmental Quality Act (CEQA) section 15301 (e) (1), Existing Facilities)
23-764

1. Authorize the City Manager to execute
agreements with: 1) Santa Clara Methodist
Retirement Foundation - Liberty Tower to fund
up to $750,000 for elevator upgrades and
related work; 2) Rebuilding Together Silicon
Valley, to fund up to $100,000 for the
administration of the City’s Minor Home Repair
program subject to the availability of
Community Development Block Grant funds, on
the terms presented, in final forms approved by
the City Attorney.

Recommendation:

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023

3.H Action on a Special Permit to Allow up to Four Two-day Community Festivals
per Year for a Period of Two Years at
1375 Lafayette Street, S.E.S. Portuguese Hall of Santa Clara 23-840

1. Determine the proposed action is categorically
exempt pursuant to CEQA Guidelines section
15304(e) (Class 4 - “Minor Alterations to
Land”); and

2. Approve the request of a Special Permit for
two years to allow up to four two-day
community festivals per year at 1375 Lafayette
Street, S.E.S Hall Portuguese Hall of Santa
Clara
subject to conditions.

Recommendation:

3.I Action to Adopt Resolution to Rescind Stage 2 of the Water Shortage Contingency Plan, While Continuing to Implement State Water Resources Control Board (SWRCB) Water Use
Restrictions
23-795
Adopt a Resolution Rescinding Stage 2 of the City’s
Water Shortage Contingency Plan While Continuing to
Implement SWRCB Water Use Restrictions.

Recommendation:

3.J Action on Deleting an Electric Program Manager Position and Adding an
Electric Division Manager Position at Silicon Valley
Power and Related Budget Amendment
23-873

1. Approve the addition of one Electric Division
Manager and deletion of one Electric Program
Manager position in the Electric Utility Department
funded by the Electric Utility Fund; and

2. Approve the following FY2023/24 budget
amendment in the Electric Utility Fund to increase
the Electric Department appropriation by $38,000
and reduce the Unrestricted Ending Fund Balance
by $38,000 (five affirmative Council votes
required for the use of unused balances).

Recommendation:

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023

PUBLIC PRESENTATIONS
[This item is reserved for persons to address the Council or authorities on any matter not on the agenda that is within the subject
matter jurisdiction of the City or Authorities. The law does not permit action on, or extended discussion of, any item not on the agenda except under special circumstances. The governing body, or staff, may briefly respond to statements made or questions posed, and appropriate body may request staff to report back at a subsequent meeting. Although not required, please submit to the City Clerk your name and subject matter on the speaker card available in the Council Chambers.]

CONSENT ITEMS PULLED FOR DISCUSSION

PUBLIC HEARING/GENERAL BUSINESS

4. Action on a Rezone from PD - Planned Development to MH - Heavy Industrial for
the Properties Located at 700 Mathew
Street to Allow Reestablishment of Industrial Use for the Property for a Metal Fabrication and Spinning Business
23-747

1. Determine that the Project is categorically
exempt under Section 15301 (Class 1Existing
Facilities) of the CEQA Guidelines;

2. Adopt a resolution approving the Rezone from
Planned Development (PD) to Heavy Industrial
(MH) for the property located at 700 Mathew
Street, subject to conditions of approval.

Recommendation:

5. 23-824 Action on Appointments Related to a Charter Review Committee and Direction to Study Charter Amendment Alternatives Related to the Positions of Police Chief and City Clerk for Possible Placement on a March 2024 ballot.

Recommendation: Alternative: Staff makes no recommendation

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023

6. Action to Approve Introduction of an Ordinance Amending 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 Including the Waiver of Certain Business and Permit Fees 23-726

1. 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; and,

2. Waive fees and taxes for all required City
business licenses and permits, for qualified
sidewalk vendors operating at stadium events
during the pilot program period (September
21, 2023 through January 31, 2024) on a first
come first serve basis in an amount not to
exceed $30,000; and authorize the City
Manager to develop administrative guidelines
to implement the fee waiver program.

Recommendation:

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Call and Notice of Special Council Meeting
Council and Authorities Concurrent Meeting
Meeting Agenda July 18, 2023

7. Action on a Written Petition (Council Policy 030) Submitted by Councilmember Jain to Appropriate Funds to Support the Work of the Charter Review Committee as well as Strategic Policy Analysis, Voter Research, Community Engagement and Other Related Costs Associated with Election Activities and Potential Ballot Measures in 2024
23-913

1. Alternative 1: Provide direction, and approval of a
FY 2023/24 budget amendment in the General Fund,
if appropriate, to increase the City Clerk’s Office
budget by $72,000, increase the City Manager’s
Office budget by $358,355, and decrease the FY
2023/24 Budget Balancing Reserve by $430,455 to
support strategic policy analysis, voter research,
community engagement (including support for the
Charter Review Committee) as well as related costs
for potential March and November 2024 ballot items.
(five affirmative Council votes required for the
use of unused balances).

Recommendation:

REPORTS OF MEMBERS AND SPECIAL COMMITTEES

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
Tentative Meeting Agenda Calendar (TMAC)23-922

ADJOURNMENT
The next regular scheduled meeting is on Tuesday, August 22, 2023 in the City Hall Council Chambers.

Page 11 of 12 ends

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

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

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

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

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

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC) Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

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

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

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

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MEETING DISCLOSURES
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-757 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Receive Silicon Valley Power Quarterly Update

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Silicon Valley Power (SVP) is a recognized industry leader with a strong history and reputation of providing excellent customer service. The electric industry is rapidly changing and undergoing a fundamental transformation, shifting from a centralized resource grid toward an increasingly decentralized electrical grid with distributed renewable energy resources (e.g., wind, solar, hydrogen, and biogas), shifting variability in supply, and greater customer choice.

DISCUSSION
The report to be presented to Council will provide an update to Council on the status of the utility, current load and sales, growth plan status, recent accomplishments, and upcoming Council Actions for consideration.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(5) of Title 14 of the California Code of Regulations in that it is a governmental administrative activity that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
There is no fiscal impact associated with this update. Implementation of certain elements will require funding which will be requested through the normal budget process.

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

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

City of Santa Clara Printed on 7/14/2023Page 1 of 2
powered by Legistar™
23-757 Agenda Date: 7/18/2023

RECOMMENDATION
Note and file the Silicon Valley Power Quarterly Update.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jōvan Grogan, City Manager

ATTACHMENT

1. Silicon Valley Power Quarterly Update
City of Santa Clara Printed on 7/14/2023Page 2 of 2
powered by Legistar™
City Council
Item #1: Silicon Valley Power
Quarterly Update
RTC 23-757
July 18, 2023
Agenda
• Load Growth
• Capital Projects Update
• System Capacity Expansion Program
• BESS Update
• Electric Vehicle Update
• Solar Programs
• Upcoming Items
~ SILICON
.,VALLEY
PowER.

CITY Of SANTA CLARA
SVP Historic Load Growth
Megawatt Hours (MWh)
200,000
225,000
250,000
275,000
300,000
325,000
350,000
375,000
400,000
425,000
Monthly Energy
12 Month Moving Average
June-23
--
4 CAPITAL PROJECT 2023 2024 2025 2026 2027 2028 2029 Electric Utility Capital Projects

SYSTEM EXPANSION

DATA CENTER &

LARGE DEVELOPMENTS

RELIABILITY
CAISO HVDC Transmission
Northern Receiving Station (NRS)
Kifer Receiving Station (KRS)
Scott Receiving Station
NRS/KRS 115kV Transmission
60kV Transmission Upgrades
Freedom Circle Substation
San Tomas Substation
Memorex Substation
Stender Way Substation
Bowers Avenue Substation
Laurelwood Substation
Esperanca Substation
Martin Avenue Substation
Juliette Substation Expansion
Democracy Substation
Kifer 50MW Battery Storage
Homestead Substation

CAPITAL PROJECT DRIVER
I
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CAISO Transmission Line from PG&E Newark
Station to SVP Northern Receiving Station
• Project scope:
• Two High Voltage Direct Current (HVDC)
Terminals,
• ±320 kV HVDC underground and overhead
transmission line
between the terminals (preliminary preferred
route is ~8 miles)
• 230 kV interconnection at each station
• CAISO awarded to LS Power on March 7, 2023
• Target in-service date by mid 2028
• Coordination meetings with SVP currently
underway
Legend
■ Existing Substation
Preliminary New Project Terminal
Preliminary Preferred Underground
Cable Route (230kV HVAC)
Preliminary Preferred Overhead
Transmission Line Route (230kV
HVAC)
Preliminary Preferred Underg round
Cable Route (320kV HVDC)
Preliminary Preferred Overhead
■■■■■ Transmission Line Route (320kV
HVDC)
SVP Receiving Station Upgrades
• Northern Receiving Station (NRS):
• Relocation of two existing PG&E 115 kV overhead connections and CAISO meters, additional transformers, upgrade of existing main/transfer bus configu
rations, circuit breakers, disconnect
switches and system protection improvements.
• Stantec - 30% design is underway
• Currently working on procurement for switches for Breaker 412 Mitigation
• Scott and Kifer Receiving Stations (SRS & KRS):
• Full Rebuild - New 60kV/115kV Switchgear, control rooms, transformers, circuit breakers, disconnecting earthing switches, cable sealing, relocation of 60kV and 115kV transmission lines associated with each
substation and removal of the existing substation at two sites.
• TRC - 30% design is underway
• Currently working on procurements for switchgear and control room enclosures
KIFER

RECEIVING

STATION
(KRS)
SCOTT

RECEIVING

STATION
(SRS)

NORTHERN

RECEIVING

STATION
(NRS)
~ SILICON
.,VALLEY
PowER.

CITY Of SANTA CLARA
Santa
Clara
115kV Transmission Line
Northern to Kifer Receiving Stations
• Project Scope: Construct a new 115kV transmission
line between Northern Receiving Station and Kifer
Receiving Station. The line will be designed to the

higher 230 kV standards and energized at 115 kV.
• Electrical Consultants, Inc. was selected as the
design consultant and a Route Analysis Report has
been prepared.
• Verification of route feasibility will be perf
ormed by
potholing for buried utilities prior to a final route
recommendation.
~SILICON
.,VALLEY
PowER.

CITY Of SANTA CLARA
A Receiving
Station f
Transformer Procurement
for SVP Receiving Stations
• Proposals received on May 2, 2023
• Proposals are currently under evaluation/best and final offer (BAFO) for recommended selection
• Base quantity of two 240kV and nine 115kV transformers • Optional quantity is being considered. SVP has option to purchase future quantity based on this selection.
• Request for award and purchasing approval will come to Council in Fall 2023 • Procurement Lead Time average of 20 months with potential of 40+ months ~ SILICON
.,VALLEY
PowER.

CITY Of SANTA CLARA
Kifer Battery Energy Storage Project
Size:
• Capacity up to 50MW/200MWh (4 hours daily)
• Currently anticipating 45MW/180MWh of Guaranteed Capacity, with additional 5MW/20MWh of Excess Capacity
• Tesla Megapack technology
Estimated costs:
• $4 million in Capital Costs
• $7 M annually with 3.5% annual escalator for 20-year term Benefits:
• Increased local area capacity for system reliability and flexibility • Serves peak load
• Increase use of renewable energy
• Ability to perform intraday energy arbitrage
• Qualifies for CAISO Resource Adequacy
• Enhanced Resiliency
• May reduce load shedding events during high stressed conditions on the grid. Located on Raymond Street next to DVR Powerplant and new
Kifer Receiving
Station
I I , ,.., AP
~SILICON
.,VALLEY
POWER.

CITY OF SANTA CLARA
Z. a
I I I I I J I f I J I I I
Status:
• PPA and Lease near completion (execution in August)
• Final MND posted to City website
• Draft Resolution near final, currently drafting RTC to request Council adoption (August) • Interconnection Agreement near completion (requesting Council approval in August) • Utility Location Survey and Topo Survey Completed
Next Steps:
• Upon execution of contracts
• Ameresco to begin design and place order for equipment • Battery and Balance of Plant Equipment order anticipated in Oct/Nov 2023 • Environmental Assessment for Permit Request
• Demo to begin in Q4 2023
• CAISO Phase II Interconnection Study Report to be published 1/31/2024 • PG&E to complete Affected System Study
• Project construction to begin in Summer 2024
• Equipment to be delivered in Fall 2024
• COD anticipated summer 2025
Kifer Battery Energy Storage Project
~ SILICON
.,VALLEY
PowER.

CITY Of SANTA CLARA
Chargers and Grants
• Phase 2 Installations Complete – commissioning
through June
– Fleet (39 ports) - Police Dept, Utility Yard, Parks Service Center
– Public (10 ports) - Central Park Tennis Courts, Henry Schmidt, Machado Park (July/August)
• Awarded (~$360,000)
– EnergIIze Med-heavy-duty EV fleet charging
– Energy Efficiency and Conservation Block Grant (EECBG) • Applied - Charging and Fueling Infrastructure
(CFI) ($2M)
0 Gl
~ SILICON
.,VALLEY
PowER.

CITY Of SANTA CLARA
~
0 0
New Initiatives
• Employee Workplace EV Charging Pilot
• Electric Vehicle-to-Building Integration
• Direct-Install EV charging 4 schools (SCUSD)
• EV Charging Public Access Expansion (parking lot leasing) • Silicon Valley Hopper Support– refueling options for ZEV community ride-hail vehicles
~ SILICON
.,VALLEY
PowER.

CITY Of SANTA CLARA
Solar Focus
• Commercial & Multi-Family Solar Program
– June 6, 2023, City Council Approved creation of a commercial solar rebate program in the Public Benefits Expenditure Plan – Staff is in the process of creating a program, expected la unch
January 2024
• Community Solar Survey Highlights – 171 Responses
– Strong support of those surveyed support a community solar program – 75%
– Willingness to pay a small premium to lock in energy bill over time – 84%
– Right financial model will be crucial for program adoption • Community Solar Next Steps
– No in-house solar expertise, will need to contract
– Request for Proposal for Feasibility Study and Business plan ~SILICON
.,VALLEY
POWER.

CITY OF SANTA CLARA
• Next 6 months highlights
– Switchgear Procurement for KRS/SRS/NRS
– Bond Financing of 4 CIP Transmission Projects ~ October/November to align with procurement of materials
– Completion of solicitations and master agreements for critical services supporting existing infrastructure (power plants, substations, transmission and distribution.)
– Integrated Resources Plan (IRP)
– Many additional items…….

Upcoming Items
~ SILICON
.,VALLEY
PowER.

CITY Of SANTA CLARA
City Council
Item #1: Silicon Valley Power
Quarterly Update
RTC 23-757
July 18, 2023

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-898 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Recognition of Miss Santa Clara Kimberly Vernon

BACKGROUND
Kimberly Vernon of Santa Clara was crowned Miss Santa Clara in February 2023. Most recently, she represented Satna Clara at Miss California. She was ranked as the Miss California Top 12 State finalist and was the recipient of the Lynn Blackburn Spirit of Miss California Award for Women’s Health and Fitness. In addition, Kimberly has also coached the Color Guard team at Santa Clara High School. She was also with the Santa Clara Vanguard Drum and Bugle Corps as part of numerous award-winning ensembles: from the 2013 Open Class Champion, the 2017 George Zingali Best Color Guard Award, the 2017 DCI Silver Medal, and the 2018 DCI World Championship. Her social impact initiative is “Arts for All,” where she advocates for accessible arts programming for everyone but specifically for youth and the community. In the past year, she has participated at many Citywide events in support of the Santa Clara community.

DISCUSSION
At the July18, 2023 City Council meeting, the Mayor will present a Commendation to Miss Santa Clara Kimberly Vernon for her accomplishments and commitment to the serving the Santa Clara community.

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

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

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

Reviewed by: Maria Le, Assistant to the City Manager, Mayor and Council Offices Approved by: Jōvan D. Grogan, City Manager, City Manager’s Office City of Santa Clara Printed on 7/14/2023Page 1 of 1
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-863 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Proclaim Taylor Swift as Honorary Mayor and Name the City of Santa Clara to “Swiftie Clara” for Ceremonial Purposes Only During the Period of July 28, 2023 to July 29, 2023

BACKGROUND
The internationally recognized and beloved artist, Taylor Swift, will be performing in Santa Clara on July 28 and 29, 2023, as part of the Eras Tour at Levi's Stadium. Santa Clara has been honored to host Taylor Swift on six occasions over three tours at Levi’s ® Stadium, beginning with “The 1989 World Tour” in 2015, followed by “The Reputation Stadium Tour” in 2018, and “The Eras Tour” in 2023.

Discover Santa Clara,® the official Destination Marketing Organization (DMO) along with Taylor Swift fans have shared ideas and interest with the City for the opportunity to commemorate the tour, which benefits the City of Santa Clara and showcases the City’s support for the arts and entertainment.

The Taylor Swift Eras tour has garnered unanimous critical acclaim, praising its exceptional concept, production, and Taylor Swift's remarkable musicianship, and versatility as an entertainer. Notably, the demand for tickets has reached unprecedented heights, with Taylor Swift's loyal fan base, known as the “Swifties," eagerly awaiting her arrival.

Several other cities hosting the Eras Tour have taken the initiative to celebrate in ceremonial ways, creating a truly unforgettable experience for fans and visitors alike. Below are examples of other cities and formal actions to commemorate the Eras Tour:
· Glendale, AZ - The city was renamed to “Swift City”
· Arlington, TX - The city renamed a street to “Taylor Swift Way” right outside of AT&T Stadium · Tampa, FL - The city was renamed “Swiftsborough,” as it lies within Hillsborough County · Houston, TX - The NRG Stadium was renamed “NRG Stadium (Taylor’s version)” · Nashville, TE - Proclaimed “Taylor’s Swift’s Homecoming Weekend” · Foxborough, MA - Governor Maura Healey wrote an official citation to welcome Swift, calling it “a “Governor’s Citation (Maura’s Version)”
· East Rutherford, NJ - Governor Phil Murphy declared the “Taylor Swift Ham, Egg, and Cheese” as the official State Sandwich of New Jersey
· Pittsburgh, PA - the city was ceremonially renamed “Swiftsburgh” By designating a period in Santa Clara to honor the Taylor Swift Eras Tour, we aim to celebrate and recognize her significant contributions to the music industry and demonstrate the City's support for this exceptional artist. The City of Santa Clara will proclaim Taylor Swift as honorary Mayor and City of Santa Clara Printed on 7/14/2023Page 1 of 2
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23-863 Agenda Date: 7/18/2023
welcome “Swifties” to the “City of Swiftie Clara” from Friday, July 28, 2023 to Saturday, July 29, 2023.

DISCUSSION
At the July 18, 2023 City Council meeting, the City Council will proclaim Taylor Swift as Honorary Mayor and name the City of Santa Clara to “Swiftie Clara” for ceremonial purposes only during the period of July 28, 2023 to July 29, 2023.

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

COORDINATION
This report was coordinated with the City Manager’s Office and City Attorney’s Office.

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

Reviewed by: Maria Le, Assistant to the City Manager, Mayor and Council Office Approved by: Jōvan D. Grogan, City Manager
City of Santa Clara Printed on 7/14/2023Page 2 of 2
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City of SantaClara

WHEREAS, American singer-songwriter Taylor Swift has had a tremendous cultural impact since her debut self-titled album in 2006; and

WHEREAS, Taylor Swift has achieved enormous success with ten studio albums and three re-recorded albums, of over 250 million certified units sold worldwide, twelve Grammy awards, and forty American Music Awards; and

WHEREAS, Among many other accolades and accomplishments too numerous to list, Taylor Swift has achieved nine number one hits, forty top ten hits, and one hundred ninety entries on the Billboard Hot 100 List, and is the most streamed female artist on Spotify; and

WHEREAS, Well-known for her philanthropic efforts, Taylor Swift has donated millions of dollars to help victims of natural disasters as well as providing millions in funding for musical education at numerous institutions; and

WHEREAS, The City of Santa Clara has been honored to host Taylor Swift on six occasions over three tours at Levi’s ® Stadium, beginning with “The 1989 World Tour ” in 2015, followed by “The Reputation Stadium Tour” in 2018, and “The Eras Tour” in 2023; and

WHEREAS, Taylor Swift’s incredible and passionate fan base of “Swifties” have been , and are, welcomed with gratitude by and to the City of Santa Clara; and

WHEREAS, During the period July 28-29, 2023, the City of Santa Clara is proud to welcome Taylor Swift and Swifties from all over the world to celebrate The Eras Tour,

NOW, THEREFORE, I, LISA M. GILLMOR, by virtue of the authority vested in me as Mayor, and on behalf of the Santa Clara City Council, do hereby proclaim Taylor Swift as honorary Mayor for the period of Friday, July 28, 2023 to Saturday July 29, 2023, and the name of the City shall be changed for ceremonial purposes only to the:

SWIFTIE CLARA

To celebrate the positive local impact to the Santa Clara community, as well as the impact regionally, of Taylor Swift ’s music, tours, and extraordinary fanbase .

Given under my hand and the Seal of the City of Santa Clara, California, this 18th of July.

LISA M. GILLMOR
MAYOR
City of Santa Clara

Proclamation
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-17 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Board, Commissions and Committee Minutes

COUNCIL PILLAR
Enhance Community Engagement and Transparency

RECOMMENDATION
Note and file the Minutes of:

Historical and Landmarks Commission - May 17, 2023
Historical and Landmarks Commission - June 1, 2023
Downtown Community Task Force - March 14, 2023
Downtown Community Task Force - April 20, 2023
City of Santa Clara Printed on 7/14/2023Page 1 of 1
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City of Santa Clara
Meeting Minutes
Historical & Landmarks Commission
Draft
6:00 PM Hybrid Meeting
City Hall Council
Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
05/17/2023
Special Meeting
TO WHOM IT MAY CONCERN:

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the undersigned calls for a Special Meeting of the Historical and Landmarks Commission of the City of Santa Clara, to commence and convene on May 17, 2023 at 6:00 pm for a Special Meeting in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California, to consider the following matter(s) and to potentially take action with respect to them.

The City of Santa Clara is conducting the Historical and Landmarks Commission meeting in a hybrid manner (in-person and methods for the public to participate remotely) • Via Zoom:
o https://santaclaraca.zoom.us/j/97233262035 or
o Phone: 1 (669) 900-6833
Webinar ID: 972 3326 2035
Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting. Clearly indicate the project address, meeting body, and meeting date in the email.

Page 1 ends

05/17/2023Historical & Landmarks Commission Meeting Minutes PUBLIC PARTICIPATION IN ZOOM WEBINAR:

Please follow the guidelines below when participating in a Zoom Webinar:
- The meeting will be recorded so you must choose 'continue' to accept and stay in the meeting. - If there is an option to change the phone number to your name when you enter the meeting, please do so as your name will be visible online and will be used to notify you that it is your turn to speak.
- Mute all other audio before speaking. Using multiple devices can cause an audio feedback. - Use the raise your hand feature in Zoom when you would like to speak on an item and lower when finished speaking. Press *9 to raise your hand if you are calling in by phone only. - Identify yourself by name before speaking on an item. - Unmute when called on to speak and mute when done speaking. If there is background noise coming from a participant, they will be muted by the host. Press *6 if you are participating by phone to unmute.
- If you no longer wish to stay in the meeting once your item has been heard, you may leave the meeting.

CALL TO ORDER AND ROLL CALL
Chair Leung called the meeting to order at 6:04 p.m.

Commissioner Amy Kirby, Chair Patricia Leung, Commissioner Kathleen Romano, Commissioner Ed Stocks, and Vice Chair Ana Vargas-Smith
Present 5 -
Commissioner Michael CelsoAbsent 1 -
A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Romano, to excuse Commissioner Celso.

Aye: Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
5 -

Absent: Commissioner Celso1 -

CONSENT CALENDAR
Item 1.C was moved to GENERAL BUSINESS.

CONSENT CALENDAR
A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Romano, to approve item 1.A and 1.B. Item 1.C was moved to GENERAL BUSINESS.

Aye: Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
5 -
Excused: Commissioner Celso1 -

Page 2 ends

05/17/2023Historical & Landmarks Commission Meeting Minutes

1.A 23-643 Historical and Landmarks Commission Minutes of February 2, 2023

1.B 23-644 Action on Draft Certified Local Government (CLG) 2021-2022 Annual Report

1.C 23-357 Consideration of a Mills Act Contract and Major Significant Property Alteration Permit at 1365 Main Street.

Public Speakers:

Jonathon Evans
A motion was made by Commissioner Romano, seconded by
Commissioner Vargas-Smith, to recommend approval to the Planning Commission with a request to the Chief Building Official to allow the applicant to keep the southside windows intact per the Historic Building Code and to modify the 10 Year Plan to move the foundation work to year one. The motion carried by the following vote:

Aye: Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
5 -
Excused: Commissioner Celso1 -

PUBLIC PRESENTATIONS

GENERAL BUSINESS

2. 23-642 Consideration of a Major Significant Property Alteration Permit for Additions and Renovations to a Historic Property Located at 4120 Bassett Street (CEQA: Categorical Exemption, 15301(e)(2) - Existing Facilities and 15331- Historical Resource Restoration / Rehabilitation) A motion was made by Commissioner Romano, seconded by
Commissioner Vargas-Smith, to recommend approval to the Planning Commission.

Aye: Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
5 -
Excused: Commissioner Celso1 -

Page 3 ends

05/17/2023Historical & Landmarks Commission Meeting Minutes

3. 23-645 Consideration of a proposed new attached Accessory Dwelling Unit (ADU) and modification of attic space into living space at 611 Hilmar Street that is located within 200 feet of a Historic Resource.

Public Speakers:

Matt Dougherty
Bea Riley
Timi Okai
Larry Gatson
Mark Kelsey
Christoph Van Hover
Mark Kolbeck
A motion was made by Commissioner Romano, seconded by
Commissioner Vargas-Smith, to recommend approval to the Development Review Hearing Officer with a recommendation to the homeowner to modify the front facade to the original design in conformance with existing codes and to consider listing the residence on the HRI with a Mills Act.

Aye: Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
4 -
Nay: Commissioner Kirby1 -
Excused: Commissioner Celso1 -

4. 23-656
Consideration of a proposed new attached Accessory Dwelling Unit (ADU) at 1860 Market Street that is located within 200 feet of a Historic Resource continued from the November 3, 2023 and February 2, 2023 Historical and Landmarks Commission meetings
A motion was made by Commissioner Romano, seconded by
Commissioner Kirby, to recommend approval to the Planning Commission.

Aye: Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
5 -
Excused: Commissioner Celso1 -

5. 23-646
Action to Authorize Staff to Solicit Vendor Quotes for a State of California Department of Parks and Recreation (DPR) for the Downtown Post Office and Authorize the Expenditure of Historical and Landmarks Commission (HLC) Funds
A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Romano, to approve.

Aye: Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
5 -

Page 4 ends

05/17/2023Historical & Landmarks Commission Meeting Minutes Excused: Commissioner Celso1 -

STAFF REPORT

1. Berryessa Adobe Maintenance

COMMISSIONERS REPORT

1. Subcommittee Reporting - 20 minutes

ADJOURNMENT
A motion was made that this meeting be Adjourned at 10:33 p.m..

The motion carried by a unanimous vote.

The next regular scheduled meeting is Thursday, June 1, 2023 at 6 p.m.

MEETING DISCLOSURES

Page 5 ends

05/17/2023Historical & Landmarks Commission Meeting Minutes The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

Page 6 ends

City of Santa Clara
Meeting Minutes
Historical & Landmarks Commission
Draft
6:00 PM Hybrid Meeting
City Hall Council
Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
06/01/2023
The City of Santa Clara is conducting the Historical and Landmarks Commission meeting in a hybrid manner (in-person and methods for the public to participate remotely) • Via Zoom:
o https://santaclaraca.zoom.us/j/97233262035 or
o Phone: 1 (669) 900-6833
Webinar ID: 972 3326 2035
Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting. Clearly indicate the project address, meeting body, and meeting date in the email.

PUBLIC PARTICIPATION IN ZOOM WEBINAR:

CALL TO ORDER AND ROLL CALL
Chair Leung called the meeting to order at 6:01 p.m.

Chair Patricia Leung, Commissioner Kathleen Romano,
Commissioner Ed Stocks, and Vice Chair Ana Vargas-Smith Present 4 -
Commissioner Michael Celso , and Commissioner Amy KirbyAbsent 2 -

Page 1 ends

06/01/2023Historical & Landmarks Commission Meeting Minutes A motion was made by Commissioner Romano, seconded by
Commissioner Vargas-Smith, to excuse Commissioners Kirby and Celso.

Aye: Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
4 -

Absent: Commissioner Celso, and Commissioner Kirby2 -

CONSENT CALENDAR
Item 1 was moved to GENERAL BUSINESS.

1. 23-512 Consideration of Historic Resource Inventory Property Designation and a Historical Preservation Agreement (Mills Act Contract) for 1053 Lexington Street
A motion was made by Commissioner Stocks, seconded by
Commissioner Romano, to recommend approval to the City Council with an update the 10 Year Plan to include language that any repairs to the exterior will be done with like materials and in a comparable style that maintains its character-defining features, to modify Year 4 to foundation inspection, and for a "1935" bronze plaque.

Aye: Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
4 -
Excused: Commissioner Celso, and Commissioner Kirby2 -

PUBLIC PRESENTATIONS

GENERAL BUSINESS

2. 23-647 Consideration of the 950 Monroe Street Mixed-Use Project This item was not considered due to lack of quorum and will be heard at a future HLC meeting.

Not considered

STAFF REPORT

1. Berryessa Adobe Maintenance

TRAINING AND TRAVEL REQUESTS

Page 2 ends

06/01/2023Historical & Landmarks Commission Meeting Minutes

COMMISSIONERS REPORT

1. Subcommittee Reporting - 20 minutes

2. Board/Committee Lead/Alternate Santa Clara Arts and Historic Consortium Leung / Romano Historic Preservation Society of Santa Clara Vargas-Smith / Leung Old Quad Residents Association Leung / Romano Development Review Hearing Romano / Vargas-Smith BART/ High Speed Rail/ VTA BRT Committee Vargas-Smith/ Vacant Zoning Ordinance Update Romano / Vacant El Camino Real Specific Plan Community Advisory Committee Leung Downtown Precise Plan Vargas Commissioner Travel and Training Requests
A motion was made by Commissioner Romano, seconded by
Commissioner Stocks, to retroactively approve a Commission budget expenditure for Commissioner Vargas-Smith to attend the California Preservation Foundation conference in San Francisco.

Aye: Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
4 -
Excused: Commissioner Celso, and Commissioner Kirby2 -

ADJOURNMENT
The meeting was adjourned at 6:30 p.m.

A motion to adjourn the meeting was made by Commissioner Romano, seconded by Commissioner Vargas-Smith.

MEETING DISCLOSURES

Page 3 ends

06/01/2023Historical & Landmarks Commission Meeting Minutes The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

Page 4 ends

City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
6:00 PM Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
03/14/2023
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the undersigned calls for a Special Meeting of the Downtown Community Task Force (DCTF) of the City of Santa Clara, to commence and convene on March 14, 2023, at 6:00 pm for a Special Meeting to be held in a hybrid manner, to consider the following matter (s) and to potentially take action with respect to them.

The City of Santa Clara is conducting the Downtown Community Task Force in a hybrid manner, in-person and a method for the public to participate remotely:

Via Zoom:
https://santaclaraca.zoom.us/j/86040125752
Webinar ID: 860 4012 5752
By Phone: 1-669-444-9171
The public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting; (Comments received after 12:00 PM on the day of the meeting will be made part of the public record but will not be read out loud during the meeting) and also before and during the meeting via eComment. Clearly indicate the project address, meeting body, and meeting date in the email.

Agendas, Staff Reports and associated documents for Planning Commission items may be viewed on the City's website at https://santaclara.legistar.com/Calendar.aspx

Page 1 ends

03/14/2023Downtown Community Task Force Meeting Minutes

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

Adam Thompson, Dan Ondrasek, Rob Mayer, Debra von Huene, Ana Vargas-Smith , Butch Coyne, Atisha Varshney, and Chan Thai Present 8 -
Mathew ReedAbsent 1 -
A motion was made by Member Coyne to excuse Member Reed from the beginning of the meeting. The motion was seconded by Member Mayer. Member Reed joined the meeting at 8:21 pm.

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

Absent: Reed 1 -

CONSENT CALENDAR
A motion was made by Vice Chair Ondrasek and seconded by Member Varshney to approve the consent calendar.

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

1.a 23-319 Downtown Community Task Force (DCTF) Meeting Minutes of the January 19, 2023 Meeting
Recommendation:

Approve the DCTF Meeting Minutes of the January 19, 2023 Meeting.

1.b 23-320 Downtown Community Task Force (DCTF) Meeting Minutes of the February 6, 2023 Meeting
Recommendation:

Approve the DCTF Meeting Minutes of the February 6, 2023 Meeting.

1.c 23-324 Downtown Community Task Force (DCTF) Meeting Minutes of the November 18, 2021 Meeting
Recommendation:

Approve the DCTF Meeting Minutes of the November 18, 2021 Meeting.

Page 2 ends

03/14/2023Downtown Community Task Force Meeting Minutes

1.d 23-339 Downtown Community Task Force (DCTF) Meeting Minutes of the February 16, 2023 Meeting
Recommendation: Approve the DCTF Meeting Minutes of the February 16, 2023 Meeting.

GENERAL BUSINESS

2. Santa Clara Downtown Civic Center Relocation Study: Introduction and Case Studies presentation by the Consultant team
The DCTF was asked by the consultant what aspects of the case studies resonated with them and what did not. The following are the comments made by the DCTF:
-Distinction of funding sources, developer involvement, subsidies included, government funding.
-Cities adjacent to a college/university is important
-Would like to know if the public investment spurred private investment.

In Sandusky, OH the City Manager
there said that it did. We should study this City and WInter Garden, FL. -What City had a catalyst that we have. e.g. some have a library and we do not.
-SCU is already brining in a number of people throughout the year who attend performances.
-We have a college town component, how do we get them to Downtown. -The goal is foot traffic, number of people that would be brought to the area and the typical financial impact of
office use.

Following DCTF discussion, the following members of the public spoke on the item:
-Mary Grizzle, is this conclusion set in stone? There seems to already be a negative opinion
-Jonathon Evans, set appropriate expectations, it is hard to tell if it was the city hall that had the impact.

What did City hall contribute, property tax revenue?
-Donna West, take into consideration the opportunity,how do you get private investment?

Page 3 ends

03/14/2023Downtown Community Task Force Meeting Minutes

3. Review and Discuss the Bonus Provisions for Community Benefits, Table 5-1 in the Downtown Precise Plan
Members Thompson and Mayer provided an overview of Oakland's Specific Plan Community Benefit Program and how that could apply to this Downtown Precise Plan community benefits program. Oakland listed benefits based on importance. The DCTF then discussed items to consider for the Precise Plan including: maintenance of art special paving; ability of a developer to change or eliminate a benefit in the future; size the ask to the size of the project; COA's should include a level of maintenance that is required; include a more creative affordable housing benefit; subsidized rent for commercial, and ensure it stays that way; shared parking; publicly accessible open spaces.

4. DCTF Member Varshney will share some case studies where developers have invested in placemaking and good architecture.

Continued to the April 20, 2023 DCTF meeting.

Continued

PUBLIC PRESENTATIONS

STAFF REPORT
There was one public speaker, Jonathon Evans, who commented that community benefits that last in perpetuity are good. Also that the Climate Action Plan covers sustainable building, no need to have extra layers of certifications.

Staff Liaison, Lesley Xavier, provided an update on the project schedule.

And the DCTF confirmed that the letter for the 950 Monroe Street project should be sent to Historical and Landmarks Commission, Planning Commission, and City Council.

5. Status of the Project schedule (Downtown Precise Plan, Form Based Code, Environmental Impact Report)

6. Confirmation on sending the DCTF letter on the 950 Monroe Street Development Project to all hearing bodies for the project.

ADJOURNMENT
A motion was made by Vice Chair Ondrasek, and seconded by Member Thai to adjourn the meeting at 10:03 p.m..

The next regular scheduled meeting is Thursday, April 20, 2023 at 6 p.m.

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03/14/2023Downtown Community Task Force Meeting Minutes

Aye: Thompson, Ondrasek, Mayer, von Huene, Vargas-Smith, Reed, Coyne, Varshney, and Thai
9 -

MEETING DISCLOSURES

Page 5 ends

03/14/2023Downtown Community Task Force Meeting Minutes The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

Page 6 ends

City of Santa Clara
Meeting Minutes
Downtown Community Task Force
Draft
6:00 PM Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
04/20/2023
The City of Santa Clara is conducting the Downtown Community Task Force meeting in a hybrid manner, in-person and a method for the public to participate remotely:

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

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

Adam Thompson, Dan Ondrasek, Debra von Huene, Ana
Vargas-Smith , Butch Coyne, and Chan Thai
Present 6 -
Rob Mayer, Mathew Reed, and Atisha VarshneyAbsent 3 -
A motion was made by Vice Chair Ondrasek to excuse Members Varshney, Reed, and Mayer from the meeting. The motion was seconded by Member von Huene.

Aye: Thompson, Ondrasek, von Huene, Vargas-Smith, Coyne, and Thai6 -

Absent: Mayer, Reed, and Varshney3 -

CONSENT CALENDAR
There were no items.

GENERAL BUSINESS

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04/20/2023Downtown Community Task Force Meeting Minutes

1. Update on Lease Agreements for the City Owned Property within the Downtown.

Assistant City Manager Manuel Pineda provide an update on Lease Agreements for the City Owned Property, Commerce Plaza and Peddlers Plaza, within the Downtown stating that the two leases will be expiring on May 31, 2024 and December 30, 2023, respectively. The City intends to extend the Peddlers Plaza lease to May 31, 2024 consistent with that of Commerce Plaza expiration.

2. Presentation by WRT on City Hall Relocation Study SIte Criteria and Comparison The City's consultant, WRT, provided information in a presentation on the City Hall Relocation Study task for Site Criteria and Comparison of locations in Downtown for which City Hall could relocate. The DCTF discussed the item and determined that the "Central Green South" (Block D and F) location would be the best locations in order to achieve the vision of the Precise Plan.

Public Comment:
- Skip Pearson, moving City Hall would cost a lot, can we reuse the Commerce Plaza building with possible ground floor retail. Downtown Campbell's success is based on the addition of a parking garage. City Hall should be moved as the land that is currently on has a lot of wasted space that could be used for affordable
housing.
- Mary Grizzle, Sonoma should not be included in the study as Sonoma did not build anything.
- Jonathon Evans, the community wants an active commercial space. Any City Hall Downtown should have the first floor dedicated to commercial uses. It is not clear to me that moving City Hall Downtown would bring what the community wants.
- Donna West, Santa Clara is a City of what is possible. We want accurate case studies that detail the financial impact of moving City Hall Downtown.

Replace the cities of Sonoma and Watsonville in the case studies. - Patricia Leung, SVP rent comes out of their budget, a new City Hall would come out of the General Fund. Would rather see more services provided to citizens that relocating City Hall. It is unclear to me why we need to swap cities for the case studies.
- Connie, replace the cities of Sonoma and Watsonville in the case studies.

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04/20/2023Downtown Community Task Force Meeting Minutes

3. DCTF Member Varshney will share some case studies where developers have invested in placemaking and good architecture. Continued fro the March 14, 2023 Downtown Community Task Force meeting.

Continued to the May 18, 2023 Downtown Community Task Force meeting.

4. 23-547
Review of the Standard, Section 6.3.k - Architecturally Significant Historical Sites, in the Downtown Form Based Code.

Recommendation:

There is no staff recommendation.

Staff Liaison, Lesley Xavier, provided portions of the text of the HT - Historic Combining Districts zoning district from the City’s Zoning Code for the DCTF to consider including in the Form Based Code for Downtown. The DCTF discussed the item and thought that more aspects of the HT District should be included.

Public Comment:
- Patricia Leung provided information about the post office in Downtown, it was designed by an architect in the Treasury Department, includes New Deal artwork and is eligible for the National Register of Historical Places. We need to do what we can to protect this building and register it.

PUBLIC PRESENTATIONS
There were no public presentations.

STAFF REPORT
Staff Liaison, Lesley Xavier, provided an update on the project schedule and confirmed that the Environmental Impact Report would start circulation in May for 45 days. Responses to DCTF Questions and Clarifications of the Form Based Code were distributed to the DCTF members for their review.

Update on the Response to DCTF Questions and Clarifications of the Form Based Code Status of the Project Schedule (Downtown Precise Plan, Form Based Code, Environmental Impact Report)

ADJOURNMENT
A motion was made by Vice Chair Ondrasek, and seconded by Member von Huene to adjourn the meeting at 9:01 p.m..

The next regular scheduled meeting is Thursday, May 18, 2023 at 6 p.m.

Aye: Thompson, Ondrasek, von Huene, Vargas-Smith, Coyne, and Thai6 - Excused: Mayer, Reed, and Varshney3 -

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04/20/2023Downtown Community Task Force Meeting Minutes

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

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

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

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

Page 4 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-844 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Action to Ratify Purchase Orders Greater than $250,000, with an Aggregate Amount of $3,389,254 for Finance Department Central Warehouse Purchases to Replenish Silicon Valley Power Inventory Funded by the Electric Operating Fund

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s Purchasing Division, which resides in the City’s Finance Department, maintains a “centralized purchasing system” responsible for all purchasing and contracting activities for supplies, materials, equipment, and general and professional services. Additionally, the Division manages a central warehouse, with over 3,000 inventory items, that provides support to both Silicon Valley Power (SVP) and the Water & Sewer Utilities Department.

DISCUSSION
In Fall 2022, changes to the Procurement Code were brought to the City Council to bring best practices across the City for various procurement processes. One of the key aspects addressed by the new Code was to bring clarity surrounding the requirement of City Council’s approval for the purchase of products and materials, for which the former Code was unclear of when these purchases were required to go to the City Council for approval. The new Code introduced a consistent process for goods and services, aligned procurement thresholds to best practice, and raised the City Manager authorization to $250,000 for all procurements (goods, materials, and services).

As part of the Code transition, and in the preparation of closing out fiscal year 2022/23, Purchasing identified several procurements for the Central Warehouse that did not adhere to the new Code.

These included the purchase of electric transformers, switches and electric meters as part of the regular warehouse operations of ensuring adequate inventory was available for utility crews to carry out their work. In light of this, staff is seeking City Council ratification of the following purchases:

Table 1
PO No. Vendor Items Total PO Amount
(including tax)
28037 Hitachi Energy USA Inc. Transformers $529,398
28252 Trayer Engineering Corp Switches $2,362,246
28289 Elster Solutions LLC Electric Meters $497,610
Total $3,389,254
City of Santa Clara Printed on 7/14/2023Page 1 of 2
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23-844 Agenda Date: 7/18/2023
While each procurement met the previous Code’s competitive purchase process (which considered low bid and lead time), these procurements were not presented to City Council prior to execution.

The Purchasing Manager has implemented additional controls within PeopleSoft, the City’s financial management system, and training for staff to ensure that purchases exceeding the $250,000 threshold are duly approved by the City Council and consistent with the new Code.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(5) of Title 14 of the California Code of Regulations as the proposed services are administrative activities that will not result in either a direct or indirect physical change in the environment.

FISCAL IMPACT
Funding for the purchase orders for electric transformers, switches and electric meters is budgeted in the Electric Operating Fund or for specific capital projects in the Electric Utility Capital Fund where applicable. Funding for future years is subject to the appropriation of funds.

COORDINATION
This report has been coordinated with the City Attorney’s Office, Electric, and Water & Sewer Utilities Department.

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

RECOMMENDATION

1. Ratify the purchase order for Hitachi Energy USA, Inc for electric transformers in an amount not to exceed $529,398, funded by the Electric Operating Fund and Electric Utility Capital Fund, subject to appropriation of funds.

2. Ratify the purchase order for Trayer Engineering Corp for electric switches in an amount not to exceed $2,362,246, funded by the Electric Operating Fund and Electric Utility Capital Fund, subject to appropriation of funds.

3. Ratify the purchase order for Elster Solutions LLC for electric meters in an amount not to exceed $497,610, funded by the Electric Operating Fund and Electric Utility Capital Fund, subject to appropriation of funds.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. PO 28037 with Hitachi Energy USA Inc.

2. PO 28252 with Trayer Engineering Corp

3. PO 28289 with Elster Solutions LLC
City of Santa Clara Printed on 7/14/2023Page 2 of 2
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Purchase Order
City of
Santa Clara
D" 1spatc 1a rmt
Page: 1
hV' p.

The Center of What's Possible
City of Santa Clara
Purchasing - City Hall
1500 Warburton Ave.

Santa Clara CA 95050-3796
United States
Supplier: 0000017044
HITACHI ENERGY USA INC.
901 MAIN CAMPUS DR
RALEIGH NC 27606
United States
Line-Sch item/Descrietion
1 - 1 87082T-TRANSFORMER, PAD, 75
KVA, 120/208V, 12KV, 3PH, DF, LOOP.

PER CSC STD. EQUIPMENT SPEC.
#71 REVISION #11. PLEASE PROVIDE
24 HRS ADVANCE NOTICE BEFORE
DELIVERY (408) 615-2045. LOAD FOR
FORKLIFT SIDE UNLOADING.
2 - 1 87108T-TRANSFORMER, PAD, 112
KVA, 480/277V, 12KV, 3 PH, DF, LOOP.

PER CSC STD. EQUIP. SPEC. #71
REV. #11 . PLEASE PROVIDE 24 HRS
NOTICE BEFORE DELIVERY (408)
615-2045 . LOAD FOR FORKLIFT SIDE
UNLOADING.
3 - 1 87105T-TRANSFORMER, PAD, 225
KVA, 120/208V, 12KV, 3PH, DF, LOOP.

PER CSC STD. EQUIP SPEC. #71
REVISION #11 . PLEASE PROVIDE 24

HRS ADVANCE NOTICE BEFORE
DELIVERY 408-615-2045. LOAD FOR

FORKLIFT SIDE UNLOADING/
Quantitt

6.00 6.00

6.00 Purchase Order Date
0000028037 11-03-2022
Payment Terms Freight Terms
30 Days FOB Prepaid
Buyer Phone
Chris Blandford 408/615-2042
Ship To: S25
City of Santa Clara
Electric - Utilities Yard
1705 Martin Avenue
Santa Clara CA 95050
United States
Attention: Not Specified
Bill To:

City of Santa Clara
Finance - Accounts Payable
1500 Warburton Ave.

Santa Clara CA 95050-3796
408-615-2369
UOM PO Price Extended Amt
EA 24,305.00 145,830.00
EA 26,675.00 160,050.00
EA 29,875 .00 179,250.00
Revision
Ship Via
Common Carrier
Currency
USO
Due Date
05/13/2024
05/13/2024
05/13/2024
The complete contract shall consist of this Purchase Order, including the City's Standard Terms and Conditions and any addendum attached thereto, which can be found at https·//santaclaraca goy/CSCTermsAndCondjtjons. plus all of the applicable attachments incorporated hereto or by reference herein. In the event of a confiict betwe en the terms and conditions of this Purchase Order and the terms and conditions in any other attachment incorporated hereto or by reference herein, the terms and conditions of this Purchase Order shall control. Supplier agrees to comply with Executive Order N-6-22 (EO) issued on March 4, 2022 sanctions on materials and services from Russia.

Purchase Order
City of
Santa Clara
ISPa C 1a rm D.

Page:2
thV p·t
The Center of What's Possible
City of Santa Clara
Purchasing - City Hall
1500 Warburton Ave.

Santa Clara CA 95050-3796
United States
Supplier : 0000017044
HITACHI ENERGY USA INC.
901 MAIN CAMPUS DR
RALEIGH NC 27606
United States
Line-Sch Item/Description Quantity
Purchase Order Date
0000028037 11-03-2022
Payment Terms Freight Terms
30 Davs FOB Preoaid
Buyer Phone
Chris Blandford 408/615-2042
Ship To: S25
City of Santa Clara
Electric - Utilities Yard
1705 Martin Avenue
Santa Clara CA 95050
United States
Attention: Not Specified
Bill To:

City of Santa Clara
Finance - Accounts Payable
1500 Warburton Ave.

Santa Clara CA 95050-3796
408-615-2369
UOM PO Price
Sub Total
Tax Total sec {9.13%)
Total PO Amount
Extended Amt
485,130.00
44,268.11
529,398.11
Revision
Ship Via
Common Carrier
Currency
USO
Due Date
The complete contract shall consist of this Purchase Order, including the City's Standard Terms and Conditions and any addendum allached thereto, which can be found at https-//santacfaraca gov/CSCTermsAndCondjtions. plus all of the applicable allachments incorporated hereto or by reference herein . In the event of a conflict between the terms and conditions of this Purchase Order and the terms and conditions in any other allachment incorporated hereto or by reference herein, the terms and conditions of this Purchase Order shall control. Supplier agrees to comply with Executive Order N-6-22 (EO) issued on March 4, 2022 sanct ions on materials and services from Russia.

I ;r::::ature
Purchase Order
City of
Santa Clara
D' 1spatc 1a rmt
Page: 1
h V' p.

The Center of What's Possible
City of Santa Clara
Purchasing - City Hall
1500 Warburton Ave.

Santa Clara CA 95050-3796
United States
Supplier: 0000003910

TRAYER ENGINEERING CORP
1569 ALVARADO ST
SAN LEANDRO CA 94577
United States
Line-Sch Item/Description
1 - 1 89164-SWITCH, PADMOUNT, LIQUID
INSULATED, VACUUM, 15KV, 3PH,
125KV BIL PHASE-TO-PHASE AND
PHASE-TO-GROUND, 95KV BIL

ACROSS OPEN CONTACTS (WITH
VISIBLE DISCONNECT CLOSED), 5-
WAY, 5-WAY SWITCHED, ALL WAYS
TERMINATING IN 600 AMPS AND

HAVING VISIBLE DISCONNE
Quantity

35.00 Purchase Order Date
0000028252 01-27-2023
Payment Terms Freight Terms
30 Davs FOB Prepaid
Buyer Phone
Chris Blandford 408/615-2042
Ship To: S25
City of Santa Clara
Electric - Utilities Yard
1705 Martin Avenue
Santa Clara CA 95050
United States
Attention: Not Specified
Bill To:

City of Santa Clara
Finance - Accounts Payable
1500 Warburton Ave.

Santa Clara CA 95050-3796
408-615-2369
UOM PO Price
EA 61,849.00
Sub Total
Tax Total sec (9.13%)
Total PO Amount
Extended Amt
2,164,715.00
2,164,715.00
197,530.24
2,362,245.24
Revision
Ship Via
Common Carrier
Currency
USO
Due Date
10/01/2023
The complete contract shall consist of this Purchase Order, including the City's Standard Terms and Conditions and any addendum attached thereto, which can be found at https://santaclaraca.gov/CSCTermsAndConditions, plus all of the applicable attachments incorporated hereto or by reference herein. In the event of a conflict between the terms and conditions of this Purchase Order and the terms and conditions in any other attachment incorporated hereto or by reference herein, the terms and conditions of this Purchase Order shall control. Supplier agrees to comply with Executive Order N-6-22 (EO) issued on March 4, 2022 sanctions on materials and services from Russia.

City of
Santa Clara
The Center of What's Possible
City of Santa Clara
Purchasing - City Hall
1500 Warburton Ave.

Santa Clara CA 95050-3796
United States
Suppl~r:0000018770

ELSTER SOLUTIONS LLC
208 S ROGERS LN
RALEIGH NC 27610
United States
Line-Sch Item/Description
1 - 1 96646-METER, SOCKET, 5 TERMINAL
WITH 5TH TERMINAL IN 9 O'CLOCK
POSITION, 120 VOLT, 3 WIRE, 1

PHASE, ELSTER REXU
#ZH5W1A00004
Purchase Order
Quantity
3000.00
Purchase Order Date
0000028289 02-06-2023
Payment Terms Freight Terms
30 Davs FOB Prepaid
Buyer Phone
Chris Blandford 408/615-2042
Ship To: S25
City of Santa Clara
Electric - Utilities Yard
1705 Martin Avenue
Santa Clara CA 95050
United States
Attention: Not Specified
Bill To:

City of Santa Clara
Finance - Accounts Payable
1500 Warburton Ave.

Santa Clara CA 95050-3796
408-615-2369
UOM PO Price
EA 152.00
Sub Total
Tax Total sec (9.13%)
Total PO Amount
Extended Amt
456,000.00
456,000.00
41,610.00
497,610.00
Page: 1
Dispatch Via Prmt
Revision
Ship Via
Common Carrier
Currency
USD
Due Date
02/28/2024
The complete contract shall consist of this Purchase Order, including the City's Standard Terms and Conditions and any addendum attached thereto, which can be found at https://santaclaraca.gov/CSCTermsAndConditions, plus all of the applicable attachments incorporated hereto or by reference herein. In the event of a conflict between the terms and conditions of this Purchase Order and the terms and conditions in any other attachment incorporated hereto or by reference herein, the terms and conditions of this Purchase Order shall control. Supplier agrees to comply with Executive Order N-6-22 (EO) issued on March 4, 2022 sanctions on materials and services from Russia.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-690 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Bellecci & Associates, Inc. for Design Professional Services for Creek Trail Pavement Maintenance and Rehabilitation Projects

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s creek trail network includes portions of paved trails along Guadalupe River and San Tomas Aquino Creek. These paved trails were originally constructed in phases beginning in the 2000s through 2016. In 2019, the City completed a pavement condition study for the City’s creek trail network to assess the existing pavement conditions and to plan future pavement preservation and rehabilitation improvements. The study included the off-street routes adjacent to the creeks but did not cover the on-street routes since those pavement sections are maintained as part of the street system. Additionally, in 2019 the Council adopted the Bicycle Master Plan Update which included a policy to develop a trail pavement management plan and request funding through the capital improvement budget process to perform necessary pavement maintenance.

In order to prepare creek trail pavement maintenance and rehabilitation construction contracts for design and public bidding, the City needs to retain a consultant to provide engineering design services.

DISCUSSION
A formal selection process was utilized to solicit proposals from consultants to provide the necessary design professional services. In March 2023, a competitive Request for Proposals (RFP) was published on the City’s e-procurement platform. The City received proposals from six firms:

ActiveWayz Engineering, Inc., Bellecci & Associates, Inc., CSG Consultants, Inc., Ruggeri-Jensen- Azar, Sandis Civil Engineers Surveyors Planners, and Wilsey Ham, Inc.

A proposal review panel consisting of staff from the Design, Field Services, and Streets divisions of the Department of Public Works evaluated each proposal against the criteria set forth in the RFP, including responsiveness to the RFP, qualifications of the firm, qualifications and availability of key staff, project approach, and project schedule. Based on the panel’s evaluation, staff recommends awarding the agreement to Bellecci & Associates, Inc. (Bellecci). Bellecci submitted the best proposal, demonstrated a strong project understanding, and provided a project approach that would maximize efficiency of the design services provided towards the pavement maintenance and rehabilitation goals. Bellecci also has a track record of successfully performing similar services for various public agencies.

City of Santa Clara Printed on 7/14/2023Page 1 of 3
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23-690 Agenda Date: 7/18/2023
The proposed agreement (Attachment 1) includes a negotiated scope of services and fees based upon the understanding of the work to be performed. The scope of services generally includes project management, preliminary engineering, CEQA evaluation and agency permitting, construction documents, bidding support, construction support, and project close-out.

City staff split the maintenance and rehabilitation needs into phases to enable implementation as sequential projects over time based upon funding. The first phase (Phase 1) plans to address the paved portions of Guadalupe River Trail between the River Oaks Bridge and Thamien Park, and San Tomas Aquino Creek Trail between SR 237 and Tasman Drive. The second phase (Phase 2) plans to address San Tomas Aquino Creek Trail between Tasman Drive and Scott Boulevard. The third phase (Phase 3) plans to address San Tomas Aquino Creek Trail between Scott Boulevard and Homestead Road. A location map showing these limits is included as Attachment 2.

Based on initial estimates and approved budgets, the Annual Creek Trail Rehabilitation project is forecasted to have adequate funding for construction of Phase 1. The current budget does not have adequate funding for the construction of Phase 2 and 3. As a result, the design scope for Phases 2 and 3 in the proposed agreement with Bellecci are listed as optional services. This allows flexibility for the City in moving forward with these phases based on available funding in future capital budgets.

Pending available budgets, the subsequent phases and project limits may be subject to refinement during the design phase. Any scope changes resulting in an increase to design costs would be brought forward for Council consideration.

Staff recommends entering into the Agreement for Design Professional Services with Bellecci and Associates, Inc. for Creek Trail Pavement Maintenance and Rehabilitation Projects. Approval of this agreement will provide design professional services necessary to develop the design and construction documents to maintain the City’s creek trail pavement infrastructure. The Agreement includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
This action is for design professional services and the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act ("CEQA") Guidelines section 15378 as the action being considered does not commit the City to undertake the project and future discretionary approvals are required by the City to approve the project for construction. The agreement includes environmental review services for the pavement maintenance considered, and the consultant will evaluate the proposed work in accordance CEQA as part of the design and approval process.

FISCAL IMPACT
The proposed agreement is for a total not to exceed amount of $494,110, consisting of $449,190 for basic services and $44,920 for additional services. Of the basic services amount, $227,123 is apportioned for Phase 1, $134,732 for Phase 2, and $87,335 for Phase 3. Funding may be reallocated from phase to phase. Funding for the design services agreement is available in the Streets and Highways Fund Capital Improvement Program budget in the Annual Creek Trail Rehabilitation Program project.

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

City of Santa Clara Printed on 7/14/2023Page 2 of 3
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23-690 Agenda Date: 7/18/2023

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute an agreement with Bellecci & Associates, Inc. for Creek Trail Pavement Maintenance and Rehabilitation Projects in the amount not-to-exceed $494,110 for design professional services required for the creek trail pavement maintenance and rehabilitation projects, in a final form approved by the City Attorney; and

2. Authorize the City Manager to make minor, non-substantive modifications, including time extensions, to the agreement, if needed in a final form approved by the City Attorney.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Agreement

2. Location Map
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Design Professional Agreement with Bellecci & Associates, Inc. Page 1 Rev. 09-28-18
EBIX Insurance No. S200005164

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
BELLECCI & ASSOCIATES, INC.

FOR

CREEK TRAIL PAVEMENT MAINTENANCE AND REHABILITATION PROJECTS

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Bellecci & Associates, Inc., a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Design Professional Agreement with Bellecci & Associates, Inc. Page 2 Rev. 09-28-18
Exhibit D – Labor Compliance Addendum (if applicable)
Exhibit E – Milestone Schedule (Summary of Key Tasks)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the date this Agreement is signed by both Parties and terminate on December 31, 2028. Services may commence upon City issuing a written notice to proceed.

Services for the Phase 2 and Phase 3 projects, as described in Exhibit A and Exhibit B, are optional services and shall not commence until City issues a written notice to proceed for each of the Phase 2 and Phase 3 projects.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Contractor shall be approved and signed by an appropriate qualified licensed professional in the State of California.

B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

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

Design Professional Agreement with Bellecci & Associates, Inc. Page 3 Rev. 09-28-18

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is four hundred ninety four thousand one hundred ten dollars ($494,110) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

Design Professional Agreement with Bellecci & Associates, Inc. Page 4 Rev. 09-28-18
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

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

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

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

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

13. RIGHT OF CITY TO INSP ECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Design Professional Agreement with Bellecci & Associates, Inc. Page 5 Rev. 09-28-18
Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Contractor, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

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

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

Design Professional Agreement with Bellecci & Associates, Inc. Page 6 Rev. 09-28-18

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

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

And to Contractor addressed as follows:

Bellecci & Associates, Inc.

Attention: Daniel Leary
7077 Koll Center Parkway, Ste. 210
Pleasanton, CA 94566
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Design Professional Agreement with Bellecci & Associates, Inc. Page 7 Rev. 09-28-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

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

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

Design Professional Agreement with Bellecci & Associates, Inc. Page 8 Rev. 09-28-18

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

CONTINUED ON PAGE 9

Design Professional Agreement with Bellecci & Associates, Inc. Page 9 Rev. 09-28-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
J ŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax:
(408) 241-6771
“CITY”

BELLECCI & ASSOCIATES, INC.
a California corporation

Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 1 Rev. 09-28-18

EXHIBIT A

SCOPE OF SERVICES

I. GENERAL

Description of Projects and Objective

CITY desires to engage CONSULTANT to provide engineering design services for developing bid documents (plans, specifications, and engineer’s estimate - PS&E) for public works bidding of Creek Trail Pavement Maintenance and Rehabilitation Projects.

This Agreement provides for services for three (3) creek trail pavement maintenance and rehabilitation projects as follows:

 Phase 1: Guadalupe River Trail (Riv er Oaks Bridge to Thamien Park), and San Tomas Aquino Creek Trail (SR 237 to Tasman Dr)
 Phase 2 (Optional): San Tomas Aqui no Creek Trail (Tasman Dr to Scott Blvd)
 Phase 3 (Optional): San Tomas Aqui no Creek Trail (Scott Boulevard to Homestead Road)

The projects shall be prosecuted and administered in the following sequence:

Design delivery for the Phase 1 Project, then subsequently design delivery for the Phase 2 Project, then subsequently desig n delivery for the Phase 3 Project.

Certain services, as specifically descri bed in the Description of Services, will be completed upfront as part of the services provided for the Phase 1 project but will address the needs of the subsequent Phase 2 and Phase 3 projects.

The basic scope of services shall inclu de design services for Phase 1. Design services for Phase 2 and Phase 3 shall be optional. CONSULTANT shall not begin services for the Phase 2 or Phase 3 pr oject until CONSULTANT receives written confirmation from the City allowing CONSULTANT to proceed.

The above referenced three (3) construction projects may be referred to singularly or plurally as “Phase”, “Package”, or “Project” throughout this Agreement and shall be interpreted as having the same meaning and intent.

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 2 Rev. 09-28-18
Project Team

CONSULTANT shall provide the services described herein through a project team, comprised of CONSULTANT and subconsultants as identified as follows:

 David J Powers & Associates: CEQA Services
 H.T Harvey & Associates: Ecology & Resource Agency Permitting  360 Aerial Surveying: Aerial Topographic Survey Mapping

Any changes to the projec t team through the course of the services shall be approved in writing by CITY.

Baseline Solution

The following documents were prepared by CITY and attached to the Request for Proposals and are incorporated herein to this Agreement by reference:

 Attachment H, Trail Segment Listing
 Attachment I1, Trail Segment Package Map
 Attachment I2, Trail Segment Section ID Map

The above documents provide for the presumed locations, construction costs, and pavement treatments for the projects and are based upon information derived from CITY’s pavement managem ent system, Streetsaver. These documents and information contained therein are considered preliminary and draft.

The Project segments and their respective treatments to be maintained under the project(s) will be further refined and determined through the course of Services dependent upon engineering and cost estimates provided by the Consultant to ensure the project(s) remain within desired budgets and schedules.

Throughout the course of Services, if th e estimated construction cost of the project(s) or package(s) appears to be above or below the available budgets, then the project(s) or package(s) may be modified as needed at the discretion of the City. The City reserves the right to add, del ete, or modify the trail segments to be designed throughout the course of Services based upon City’s needs.

The City’s anticipated budgets for the project(s) is as follows:

 Phase 1: $575,000
 Phase 2: $675,000
 Phase 3: $485,000

The construction document packages and the list of segments with assumed pavement treatments listed above to be main tained and rehabilitated a baseline solution provided in this Scope of Services as a guideline to develop the Scope of Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 3 Rev. 09-28-18
Services and Schedule of Fees for the project.

Deviations from the baseline solution that results in the need to prepare other than the three (3) construction document phases, or segments other than listed in the draft list of segments, or pavement treatments significantly different than originally assumed, changes to the Scope of Serv ices and Schedule of Fees shall be addressed by CITY and CONSULTANT prior to commencing to the Construction Documents Task. Changes to the Scope of Services and Schedule of Fees will be permitted only in writing by an Amendment to the Agreement or an Additional Services Authorization, as determined by CITY.

City reserves the right to revise the limits of each phase and construction work contemplated in each phase from the Baseline Solution, including the Scope of Services and Schedule of Fees allocated to each phase. Such revisions shall be documented in writing between CITY and CONSULTANT as Ad ditional Service Authorization(s).

II. RESPONSIBILITIES OF CITY

CITY will provide the fo llowing information and support regarding the project as- available and applicable:

 Record drawings (as-available)
 CITY’s Standard Details, Specifications, Benchmark, and Design Criteria.  Storm Drain (SD), Sanitary Sewer ( SS), Electric, Fiber, Water and Recycled Water Block Book Maps (as-available).
 Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, and aerial photographic tiles.
 Payment of permit applicat ion fees, if required.

III. DESCRIPTION OF SERVICES

The Basic Scope of Services includes all professional services required to prepare construction bid documents (plans, specifications, and engineer’s estimate) for the Phase 1 project.

Optional Service (Phase 2): Based on the outcome of Phase 1, the City shall consider whether or not to move forwar d with Phase 2. Phase 2 shall include all professional services required to pr epare construction bid documents (plans, specifications, and engineer’s estimate) for the San Tomas Aquino Creek Trail (Tasman Dr to Scott Blvd) project.

Optional Service (Phase 3): Based on the outcome of Phase 1 and Phase 2, the City shall consider whether or not to move forward with Phase 3. Phase 3 shall include all professional services requi red to prepare constr uction bid documents Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 4 Rev. 09-28-18
(plans, specifications, and engineer’s estimate) for the San Tomas Aquino Creek Trail (Scott Boulevard to Homestead Road) project.

Hereinafter the term “project ” may refer to either t he Phase 1 project, Phase 2 project, or Phase 3 project, whichever project is underway and applicable at the time services are performed.

1. TASK 1: PROJECT MA NAGEMENT AND COORDINATION

CONSULTANT shall:

1.1 Manage its team and overall projec t activities consistent with the direction from CITY in order to meet the project schedule and budget.

1.2 Coordinate with CITY, design t eam members, cons ultants, utility companies, other government agencies, and other affected parties as required throughout the duration of t he project as well as the Quality Assurance/Quality Control (QA/QC) activities for project deliverables.

1.3 Prepare, monitor, and update progr ess schedule in MS Project format beginning at the kickoff meeting and ending at contract award for the last construction phase. Schedule shall show significant milestones for the project. CONSULTANT shall not ify CITY if there are delays or potential delays in phase of the project. In such cases, CONSULTANT shall make up the schedule in subs equent phases of the project or provide information to CITY substantiating a request for time extension (which may not be approved). The schedule shall be maintained at all times and shall be updated each time progress and milestones are achieved and/or changed.

1.4 Meetings: Meetings shall be budgeted for and invoiced under each respective Task or activity requir ing a meeting and not as project management. Preparation for meetings shall be considered as included in the Task or activity for which the meeting is involved. A kick-off meeting shall be conducted with designated CITY staff prior to beginning work to review anticipated Tasks and schedule, review available information and needs, and address outstanding questions regarding the project moving forward raised by CITY or CONSULTANT.

1.5 Stakeholder Coordinati on: CONSULTANT shall coordinate with project stakeholders as needed to inform each stakeholder of the project work and incorporate necessary accommodations into the construction documents. Anticipated stakeholders include, but are not limited to:

 Valley Water
 Santa Clara Bicycle and Pedestrian Committee (BPAC)
Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 5 Rev. 09-28-18

1.6 Provide monthly progress reports.

1.7 Conduct QC reviews in accordance with its QA Program guidelines.

CONSULTANT shall provide a copy of its QA Program guidelines and shall provide a QC report at the e nd of each Task. Time spent for QA- QC reviews for specific deliverables shall be budgeted and billed under each respective task requiring QA -QC review and not as Project Management.

1.8 Invoicing and Contract Administ ration: CONSULTANT administrative staff time spent preparing invoices for Services complete shall be considered as included in the overhead of the CONSULTANT’s basic hourly rates and shall not be billed. Additionally, addressing administrative issues regarding the professional services agreement, such as preparing additional services requests or budget modifications, shall also be considered as in cluded in the overhead of the CONSULTANT’s basic hourly rates and shall not be billed.

1.9 Only the designated Project Manager or approved delegates performing project management duties shall c harge time to Task 1 Project Management. CONSULTANT’s technical staff working on other tasks for the project shall not charge to the project management task.

Additionally, if the Project Manager is performing technical work related to other tasks, time spent on those tasks shall be charged to the task and not to project management.

1.10 The Project Management task shall be considered active upon written Notice to Proceed and end upon comple tion of award of construction contract under Task 5 Bid Support A ssistance. Thereafter, services provided consistent with the above provisions shall be billed to subsequent tasks, e.g. Task 6 Construction Support or Task 7 Record Drawings and Project Close-Out, whichever may be applicable at the time services are provided.

Deliverables:

1. Progress schedule in MS Project fo rmat (submitted electronically as an 11” x 17” pdf file and in native MS Project format).

2. QA Program guidelines and QC reports for each Task (in pdf file).

3. Meeting agendas, preparation material s, and meeting minutes for each project meeting (in pdf file), including kick-off meeting minutes.

4. Monthly progress reports and invoices (in pdf file).

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 6 Rev. 09-28-18

2. TASK 2: PRELIMINARY ENGINEERING AND EVALUATION (35% DESIGN)

2.1. Data Collecti on & Field Review

CONSULTANT shall collect as-built record drawing information for the trail segments as necessary for subsequent project design. CONSULTANT shall review the information provided by CITY to verify completeness and identify missing information that is necessary for design. For information that is required for non-CITY maintained facilit ies, CONSULTANT shall contact the appropriate owner to obtain information, as needed.

CONSULTANT shall perform a field revi ew of the trail s egments proposed for maintenance and rehabilitation to eval uate and document existing conditions and shall prepare field notes for pavement condition, existing obstructions, and visible utility conflicts that will be i dentified and incorpor ated. Item to be reviewed include pavement condition, visible surface utility information, conditions, physical obstructions, and constructability.

CONSULTANT shall review existing ADA survey reports for the trail and determine if elements identif ied for correction should be incorporated into the project based upon the pavement maintenanc e treatment involved. Detailed design of the ADA features identified in the report and within the footprint of the project will be prepared by CONSULTANT in a subsequent task.

2.2. Utility Information

CITY maintains a list of known utilit y operators in CITY. CONSULTANT shall prepare a Notice of Intent to Construct (NOI) on CITY’s standard NOI form and submit it to the known ut ility operators in order to gat her records for existing utilities for each segment. Location m ap exhibits will be required to be submitted as part of the N OI. CONSULTANT shall provide CITY a draft copy the NOI prior to sending it to the utility, maintain log of NOI sent and received, and provide CITY all information received from the NOI. The purpose of the collection of utility information is to ident ify ownership of surface features that will be impacted by the work, and also to identify if there are any high-risk utilities within the project limits that may be impacted by the work.

2.3. Treatment Selection, Preliminar y Cost Estimating, Confirmation of Project Packaging

Based upon existing conditions, data collected, and field review, CONSULTANT shall propose recommended treatments for each trail segment identified for the project and prepare preliminary cost estimates. As part of this task, CONSULTANT shall also eval uate and recommend alternatives for treatment for CITY’s consideration, such as re commending treatments with a Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 7 Rev. 09-28-18
lower initial cost but shorter service life versus treatments at a higher initial cost but with a longer service life.

The preliminary estimate shall account for major work items that contribute to the cost. The purpose of the preliminary cost estimates is to ensure the project remains within budget and whether or not trail segments need to be added or removed from the project to remain wit hin the established project budget.

Based upon the cost estimates, the trail segments list shall be finalized at this stage.

The field assessment described in Task 2.1 above and this task herein shall be performed upfront for both the Phase 1 and Phase 2 project segments under the Initial Term.

CONSULTANT shall document the findings under this Task as a Preliminary plan with proposed pavement rehabilitati on sections and recommendation notes, along with a construction cost estimate, for CITY’s review and approval.

CONSULTANT shall meet with CITY to review the results of the memorandum and anticipate up to two (2) rounds of CITY comment s and revisions to the memorandum provided that the CONSUL TANT incorporat es the comments and revisions as appropriate for each round of revision.

The preliminary plan, recommendation notes, typical section and construction cost estimate is for documenting the final trail segment list, estimated costs, treatments, and construction document packaging for subsequent Tasks.

2.4. Base Mapping (35% Design)

Upon finalization of the trail segments list, CONSULTANT shall prepare base mapping for the project plans. Base maps shall only be prepared upon finalization of the trail segment treatment list to ensure maps are not prepared for segments that will not be included in the project.

CONSULTANT shall prepare base maps for use in exhibits and contract drawings. It is assumed that the tr ail limits (edge of pavement, shoulders, conform slopes and surface features ) will need to be delineated through topographic survey and that such features cannot be accurately or completely displayed for plans purposes based upon GIS information. The scope of work includes an aerial topography survey prepared by a photogrammetrist. The aerial topographic survey will be prepared at the beginning of the project, and will include the limit s of the three phases of t he work. Work related to topographic surveying is described under the Topographic Survey task.

CITY will provide geographic information system (GIS) data to CONSULTANT.

The GIS data is limited to street c enterlines, edge of pavement, land parcels, Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 8 Rev. 09-28-18
City storm drains, City water lines, City sanitary sewer lines, and aerial photographic tiles. It is noted that the GIS data is approximate.

Base maps shall be prepared in AutoCA D format and these drawings will be used for subsequent design and construction document preparation. CITY’s preferred base drawing format is 22” x 34” sized sheets at a legible scale.

Regardless of the number of sheets and sizes of sheets, all base maps required for the Project shall be considered as included in the Basic Scope of Services.

Requests for Additional Services related to the size and number of sheets required to bid the project will not be considered.

At a minimum, the 35% design plans shal l include, but not limited to, existing utilities, right-of-way lines, existing improvements such as sidewalk, curb, and gutter, roadway, curb ramps, exis ting traffic equipment/signals, including existing roadway delineation markings and striping.

2.5. Topographic Survey

CONSULTANT shall be fully responsible to coordinate, obtain, and pay fees for encroachment permit(s) needed from Valley Water to conduct topographic surveys.

CONSULTANT shall perform topographic survey to support the design of the pavement maintenance and r ehabilitation work. It is anticipated that the topographic survey will include, at minimum, the following features:

 Edges and centerline of pavement, at intervals determined necessary by CONSULTANT
 Edges of gravel shou lders, where applicable
 Adequate slope points and ground features to determine adjacent surfaces, including creek & levee slopes
 Major surface features (e.g. bollards, signs, utilities, etc.)  Changes in pavement types (e.g . asphalt pavement to concrete pavement)
 Pavement delineation

CONSULTANT shall set horizontal and vertical control based on City’s horizontal control survey. The elev ation will be based on City’s benchmarks.

Phase 1 and Phase 2 will include two days of supplemental field surveying, while Phase 3 will include one day of field surveying as an optional service. The timing of the field surveying will be determined by the engineer during design, and will occur after the completion of the aerial topographic survey.

Deliverables:

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 9 Rev. 09-28-18

1. Notice of Intent to Construct (N OI) forms, tracking log, and information received

2. Base Maps (PDF)

3. Field Survey Data

4. Preliminary Engineerin g Plan and Construction Cost Estimate for Phase 1 and Phase 2 (as a single complete PDF)

3. TASK 3: CEQA ANALYSIS & AGENCY PERMITTING

3.1. CEQA Analysis

It is anticipated that the project will be exempt from CEQA pursuant to Section 15301 of the State CEQA Guidelines. Section 15301, Existing Facilities, applies to the operation, repair, maintenance, permitting, leas ing, licensing, or minor alteration of existing public or privat e structures, facilities, mechanical equipment, or topographica l features, involving negligible or no expansion of existing or former use. Section 15301 prov ides several examples of projects that this exemption category is applicable, including existing streets, sidewalks, gutters, bicycle and pedestrian trails, and pedestrian crossings , street trees, and other similar alterations that do not create additional automobile lanes.

CONSULTANT shall evaluate the wo rk proposed under the project for conformance to CEQA guidelines and prepare a memorandum justifying and documenting the project’s qualificat ion as exempt. As shown on CONSULTANT’s Cost Proposal dated May 18, 2023 and incorporated herein by reference, the scope of work incl udes an environmental consultant with a budget allowance to prepare a Categorical Exemption for the three phases of the project as part of one document under the Phase 1 services.

If CONSULTANT’s evaluation does not support an exempt finding, preparation of additional environmental clearance work shall be considered by CITY under Additional Services.

3.2. Agency Permitting

CONSULTANT shall be responsible for obtaining required permits necessary to bid and construct the project. CITY will pay permit fees per Section II., Responsibilities of City, of this Scope of Services. CONSULTANT shall provide each permitting agency with a project de scription including the appropriate project plans along with the permitting applications and necessary supporting documentation. CONSULTANT shall s ubmit the permitting package to CITY for signature and CONSULTANT shall submit to the permitting agencies.

It is noted that both the Guadalupe River Trail and San Tomas Aquino Creek Trail are on Valley Water land and operated by CITY under Joint Use Agreements. Coordinating and gaining approval of the pavement maintenance Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 10 Rev. 09-28-18
and rehabilitation work by Valley Water is a key requirement for the project.

CONSULTANT shall be lead and ensure Valley Water’s approval for the work.

CONSULTANT will prepare a separate application for each Phase of the work.

The design of the pavement rehabilitation will be adjusted to minimize impacts to Valley Water jurisdiction which will cause additional permitting.

CONSULTANT shall respond in writing to questions and comments raised by the permitting agencies. Copies of comments and/or questions received and draft responses shall be submitted to CITY for approval prior to submittal to the agencies. Final permit requirements shall be incorporated into the project’s contract documents.

The following is a list of potential permits that may be required for the project.

If additional permits are required or if additional agencies are identified other than those on the list below, they shall be considered included as part of the Basic Scope of Services and not as Additional Services.

 Santa Clara Valley Water District (SCVWD): Phases 1, 2, and 3  State of California Department of Transportation (Caltrans): Phase 1  San Francisco Public Utility Commission (Hetch-Hetchy): Phase 2  County of Santa Clara: Phase 3

The following permits are explicitly a ssumed as not being required for the project or included in the Basic Scope of Services. Should these permits become required, subsequent to the site reconnaissance survey described below, services related to securing these permits will be considered as an Optional Task, as described in Task 8 Optional Tasks:

 State of California Department of Fish and Wildlife (CADFW)  US Army Corps of Engineer (ACOE)
 Regional Water Quality Control Board (RWQCB)

Permits shall be submitted at the appropriate time in accordance within the project schedule to ensure permits are issued and final to be incorporated into the construction documents prior to bid.

Site Reconnaissance Survey:

During the preliminary design of Phase 1, the biological consultant for the design team, HT Harvey, will review al l three phases of the project, in coordination with the c onsultant pavement engineers. The CONSULTANT team will recommend pavement rehabilitation options that will minimize permitting from CADFW and ACOE. Reconnaissance survey and mapping of top-of-bank along selected segments of San Tomas Aquino Creek Trail: this survey would focus on areas where the trail dips below top of bank, and where project activities would be performed. A wetlands ecologist would map the top Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 11 Rev. 09-28-18
of bank in those areas to determine w hether/where work would be performed below top of bank and prepare a map and brief memo (with photos) describing findings.

Deliverables:

1. CEQA Memorandum

2. Permit application packages with nec essary supporting documentation.

3. Final permits.

4. TASK 4: CONSTRUCTION DOCUMENTS (65%, 95%, 100%, and FINAL

BID SET SUBMITTALS)

Upon CITY’s approval of the Preliminary Engineering Plans and Construction Cost Estimate in Task 2 that defines the treatment approach and construction document packaging for the project, CONSULTANT shall prepare biddable and constructible construction contract doc uments. The subtasks outlined below shall be required for each construction package to be prepared as identified in the preliminary engineering memor andum. Phase 3 of the pavement rehabilitation will be approximately 50% mill and fill, and 50% slurry seal.

If changes in the Scope of Services or Schedule of Fees under this Task are required due to changes in the baselin e solution identified during Task 2, changes shall be proposed by CONSULTANT and approved in writing by CITY prior to commencement of this Task.

Under each submittal, Consultant shall evaluate the project for requirements under the State General Construction Permit, and the RWQCB Municipal Regional Permit (MRP) and provide necessary services to ensure the project is compliant and incorporate requirements into the project bid documents. This includes determination of project type and risk level if necessary, and analysis and requirements under provision C.3. The anticipated method of storm water treatment, if required, is to sheet fl ow the asphalt trail drainage onto the adjacent vegetated area per the MRP, to be considered a self-treating facility.

In areas which require stormwater treatment, the sheetflow will be achieved by regrading the trail, as part of the pavem ent rehabilitation, to drain onto the existing vegetated area..

The PROJECT does not contemplate, nor include, evaluation or replacement of trail amenities such as benches, trail heads, fencing, scenic overlooks, interpretive signs, or other similar architectural features. However, CONSULTANT shall evaluate the surfacing at trail heads (e.g. brick pavers) for condition and smooth surfacing and include replacement if warranted.

4.1. 65% Construction Documents Package

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 12 Rev. 09-28-18
CONSULTANT shall perform engineering and design activities to develop a 65% level of completion construction documents. The 65% submittal shall be considered as a complete package necessary to bid the PROJECT, and subsequent submittals shall provide opportunities to further refine the contract documents.

4.1.1. Construction Documents

The 65% construction documents submittal shall follow the guidelines of the most current City Design Cr iteria and Standard Details and shall include Plans, S pecifications, Engineer’s Cost Estimate, and Probable Project Construction Schedule, in accordance with the following:

4.1.1.1. The Plans shall be co mplete and show property lines, existing high-risk utilities, and major construction features.

4.1.1.2. CITY’s preferred plan format is 22” x 34” sized sheets at a legible scale.

4.1.1.3. Specifications shall in clude Technical Specifications or Special Provisions required to construct the project. CITY will prepare the “upfront” cont ract specifications, i.e.

Divisions 0 and 1 specifications of CITY’s boilerplate.

CONSULTANT shall provide information required for CITY
to complete the boilerplate. This information includes:

 Description of work
 Type of Contractor’s License required
 Schedule of Bid Prices
 Requirements for Contractor’s Statement of
Qualifications (e.g. experience requirements for
previous construction contracts and contract values).
 Recommendations for appropriate Liquidated
Damages
 Identification of changes to the CITY’s boilerplate that are required

4.1.1.4. CONSULTANT shall be familiar with CITY’s standard specifications and provide Te chnical Specifications or Special Provisions such that they supplement, and do not conflict with, and are not redundant with the standard
specifications. Consultant to provide support to the City for changes to the CITY’s boilerplate or deviations from the standard specifications shall be addressed by
incorporating appropriate info rmation into the project Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 13 Rev. 09-28-18
Technical Specifications or Special Provisions. Examples of design related items to be reviewed and edited by the Consultant include working days, traffic control, and
construction surveying.

4.1.1.5. CITY BPAC Review: Per the CITY’s complete streets policy, the project is required to undergo a review by the CITY’s Bicycle and Pedestrian Advisory Committee
(BPAC). CONSULTANT shall attend the BPAC meeting
in which the project is reviewed, and address
recommendations made by BPAC. It is assumed that this
BPAC review will be completed at the 65% level, and that the 65% plans will be of sufficient quality and
completeness to facilitate BPAC review.

4.1.1.6. The Engineer’s Cost Estimate shall be an itemized list of bid items and shall be accurate and prepared based upon current construction pricing and escalated to time of bid using engineering judgemen t. CONSULTANT shall
review recent bids, to develop an accurate cost estimate.

4.1.1.7. The probable construction schedule will be used to establish the construction contract duration (e.g. number of working days) in the project specifications. The
construction schedule does not need to be detailed, but it should contain enough information to accurately
determine the contract duration.

4.1.1.8. CONSULTANT shall conduct a quality control (QC) review of the submittal in acco rdance with CONSULTANT’s
Quality Assurance/Quality Control (QA/QC) program.

4.1.2. Response to Comments

4.1.2.1. CITY will circulate the submittal package of the documents in PDF format to internal CITY departments for review and comments. CONSULTANT shall be responsible for
submitting the package to external stakeholders if
required. CONSULTANT shall prepare written responses
to all written comments receiv ed. Redlined drawings in PDF shall be returned with CONSULTANT’s response on
the redlined drawings.

4.1.2.2. CONSULTANT shall be responsible for resolving
comments from each commenter and shall identify to CITY Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 14 Rev. 09-28-18
comments that cannot be resolved. CONSULTANT shall
conduct a 65% comments review meeting with CITY to
discuss comments on the submittal package, to identify
significant design issues, and gain concurrence as to how the submittal shall be revised as appropriate to incorporate CITY’s comments. The review meeting will be held at
CITY or via MS Teams as determined by the City.

Deliverables:

1. 65% Design Submittal Package (Plans, Specifications, Engineer’s cost estimate, and project construction schedule).

2. Written response to comments.

3. 65% review meeting agenda and meeting minutes.

4.2. 95% Construction Documents Package

CONSULTANT shall perform engineering and design activities to develop a 95% level of completion construc tion documents that include updated Plans, Specifications, Engineer’s Cost Estimate, Probable Project Construction Schedule, in accordance with the following:

4.2.1. Construction Documents:

4.2.1.1. The 95% submittal pa ckage shall incorporate comments received from CITY on the 65% submittal package. The
submittal shall include a written response to CITY
comments including a description of how the comments
were/were not incorporated into the submittal package.

Redlined drawings shall be returned with CONSULTANTS
response on the redlined drawings.

4.2.1.2. CONSULTANT shall conduct a quality control (QC) review of the submittal in acco rdance with CONSULTANT’s
Quality Assurance/Quality Control (QA/QC) program.

4.2.1.3. CONSULTANT shall subm it the 95% plans to affected utility owners for their use and information.

4.2.2. Response to Comments

4.2.2.1. CITY will circulate the submittal package to internal CITY departments for comments. CONSULTANT shall be
responsible for submitting the package to external
stakeholders if required. CONSULTANT shall prepare
Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 15 Rev. 09-28-18
written responses to comments received. Redlined
drawings shall be returned with CONSULTANTS response
on the redlined drawings. CONSULTANT shall be
responsible for resolving comments from each commenter
and shall identify to CITY comments that cannot be
resolved. CONSULTANT shall conduct a 95% comments
review meeting with CITY to discuss comments on the
submittal package and gain concurrence as to how the
submittal shall be revised as appropriate to incorporate CITY’s comments. The review meeting will be held at
CITY.

Deliverables:

1. 95% Design Submittal Package (Plans, Specifications, Engineer’s cost estimate, and project bid and construction schedule), submitted electronically as PDF.

2. Written response to CITY comments on the 95% design submittal.

3. 95% review meeting agenda and meeting minutes.

4.3. 100% Construction Documents Package

CONSULTANT shall finalize the Plans , Specifications, Engineer’s cost estimate, and construction schedule based on the 95% review comments from CITY. All outstanding comm ents and issues from previous submittals shall be incorporated in to the 100% construction document package. The 100% Construction documents shall be considered as complete.

The 100% construction package shall incl ude final Plans, Specifications, Engineer’s Cost Estimate, and Probable Project Construction Schedule, in accordance with the following:

4.3.1. The 100% construction packa ge shall incorporate comments received from CITY on the 95% submittal package. The submittal shall include a written response to CITY comments including a description of how the comments were/were not incorporated into the submittal package. Redlined drawings shall be returned with CONSULTANTS response on the redlined drawings.

4.3.2. CONSULTANT sha ll conduct a quality contro l (QC) review of the submittal in accordance wit h CONSULTANT’s Quality
Assurance/Quality Control (QA/QC) program.

4.3.3. PEER Review: Peer review shall have been accomplished by this Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 16 Rev. 09-28-18
stage, with the statement and sig nature on the cover sheet. The professional shall sign, date and s eal the following Certification of Peer Review on a letterhead document with the transmittal of the final plans and specifications:

“The undersigned hereby certifies that a professional peer review of these plans and the required de signs was conducted by me, a professional engineer with ex pertise and experience in the appropriate fields of engineerin g equal to or greater than the Engineer of Record, and that appr opriate corrections have been made.”

4.3.4. Based on previous projects of agencies near the CITY, prepare a list of potential bidders for the project.

4.3.5. Response to Comments

CITY will circulate the submittal package to internal CITY departments for comments. CONSUL TANT shall be responsible for submitting the package to exter nal stakeholders if required.

CONSULTANT shall pr epare written responses to all comments received. Redlined drawings shall be returned with
CONSULTANTS response on t he redlined drawings.

CONSULTANT shall be responsible for resolving comments from each commenter and shall identify to CITY comments that cannot be resolved. CONSULTANT shall conduct a 100% comments
review meeting with CITY to discuss comments on the submittal package and gain concurrence as to how the submittal shall be revised as appropriate to incor porate CITY’s comments. The review meeting will be held at CITY.

Deliverables:

1. 100% Design Submittal Package (Plans, Specifications, Engineer’s cost estimate, and project bid and construction schedule).

2. Written response to CITY comments on the 100% design submittal.

3. 100% review meeting agenda and meeting minutes.

4. List of potential bidders in MS Excel format and shall include the company’s name, email address, contact number, and address of business.

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 17 Rev. 09-28-18

4.4. Final Bid Set Documents

The submittal shall be considered as a limited submittal to formalize and sign the Final Bid Set documents, an d resolution of minor issues remaining from the 100% Design Submittal package.

The final submittal shall consist of final Plans and Specifications, signed, stamped and dated by CONSULTANT in responsible charge for their preparation and be considered ready to bi d. The final submittal shall be ready for CITY staff approval signatures.

Deliverables:

1. Stamped, signed, and dat ed Final Plans for CITY signature (two original hard copies and elec tronic files in AutoCAD and PDF formats).

2. Stamped, signed, and dated Final Specifications and supporting documents meeting CITY’s requi rements for bidding purposes (two original hard copies and electronic files in MS Word and .PDF formats).

3. Final Engineer’s cost estimate (two hard copies and electronic files in MS Excel and .PDF formats).

4. Final construction schedule (two hard copies and electronic files in MS Project and .PDF formats).

5. TASK 5: BID SUPPORT ASSISTANCE

Upon written request by CITY, CONSUL TANT shall provide the following services up to the budget allowance for bid support:

5.1 Provide clarifications and assistance during the bidding phase to satisfactorily answer questions from prospective bidders, if requested by CITY. CITY to reproduce and distribut e Contract Documents, maintain a planholder’s list and log of bidder’s questions and responses.

5.2 Attend Pre-Bid Meeti ng, if required by Project. CONSULTANT shall coordinate with CITY to prepare agenda and meeting minutes.

5.3 Prepare Addenda to Construction Do cuments, if needed. CITY to reproduce and distribute all addenda.

5.4 Assist CITY in evaluating bids and preparation of recommendation letter to award the contract, if needed.

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 18 Rev. 09-28-18

5.5 If addenda are issued, prepare a c onformed set of documents that incorporated addenda into the documents.

Deliverables:

1. Written clarifications and res ponse to prospective bidders, if needed

2. Addenda to the Bid Documents, if needed.

3. Written recommendation for aw ard of contract, if needed.

4. Conformed construction documents, if needed.

6. TASK 6: CONSTRUCTION SUPPORT

THE CITY’s construction management team will have primary responsibility for construction management and inspection . Upon written request by CITY, CONSULTANT shall provide the following services up to the budget allowance for construction support:

6.1 Attend Pre-Construction Meeting upon request by CITY and respond to pre-construction meeting questions.

6.2 Review and approve shop drawings and submittals, including mix designs. Assuming four rounds of reviews and comments for each submittal.

6.3 Review Contractor’s request for information (RFI’s) and furnish additional drawings and/or specifications for supplementing, clarifying, and/or correcting purposes.

6.4 Attend meetings and site visits when necessary as determined and requested by CITY. Meetings and site visits shall be coordinated whenever possible.

6.5 Assist CITY with the review of construction, and other activities, as requested.

6.6 Prepare, review, and recommend approval of design related change orders, as requested.

Deliverables:

Listed below are services which will be performed within the construction support services budget allowance:

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 19 Rev. 09-28-18

1. Shop drawing and submittal comments.

2. RFI responses.

3. Site visit memoranda, as required. Limited to 4 visits plus punch-list walk-thru.

4. Drawings and specifications for supplementing, clarifying, and/or correcting the contract documents and for design related change orders.

5. Change orders, as required.

7. TASK 7: RECORD DRAWI NGS AND PROJECT CLOSE-OUT

CONSULTANT shall:

7.1 Upon request by CITY, in accordance with Bid Documents, CONSULTANT shall assist CITY in de termining if the Project is ready for the stage of completion requested by the Contractor (Substantial and Final Completion). As part of the allowance for construction support services, the City may request Consultant to attend the Final Walkthrough to provide input to final “punch list” and help determine if the work is ready for CITY accept ance. CONSULTANT shall provide CITY with a written recommendation.

7.2 At Final Completion of the Proj ect, provide CITY with one set of reproducible Record Drawing that re flects the changes to the work during construction based upon marked up prints, drawings, and other data furnished by the Contractor, CITY, and Consultants. If CONSULTANT adds additional sheet s to the plans, these shall be properly numbered, properly referenced on other affected drawings, and included in the drawing sheet index.

7.3 Provide a complete set of the Re cord Drawings and all X-ref files “bound,” including other associated fonts, plot style files on AutoCAD, including electronic copies in PDF format. CONSULTA NT may, at its own expense, prepare and retain a copy of each drawing for its permanent file.

7.4 CONSULTANT shall provide to the City of Santa Clara, relevant digital products and related information (e.g. notes, recommendations, photographs, etc.), incl uding land survey records and data (e.g. tridimensional geodetic and/or geographic coordinates).

Deliverables:

1. CD containing PDF copies of all s ubmittals received during construction phase.

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 20 Rev. 09-28-18

8. TASK 8: OPTIONAL TASKS

If deemed necessary during the course of services, this Task provides for CONSULTANT to perform Optional Tasks as part of the Basic Scope of Services.

Optional Tasks shall be authorized in writ ing prior to performing work, and shall only be invoiced if agreed by CITY

8.1. OPTIONAL TASK: ADDITION AL ENVIRONMENTAL ALLOWANCE (PHASE 1 PROJECT)

This tasks provides for additional envir onmental services, including resource agency permitting, if followin g the reconnaissance surveys it is determined that resource agency permits are required. The following is an example of the services covered by this Optional Task:

CONSULTANT shall prepare CDFW/RWQCB permit applications and associated materials. For efficiency and cost-effectiveness, CO NSULTANT would prepare a single CDFW application and a single RWQCB application for all areas where work would be performed below top of bank (rath er than applying for multiple permits from each agency). This task includes time to coordinate with each agency during permit processing. In anticipation of a requirement from Valley Water that verification from the U. S. Army Corps of Engineer s that no Clean Water Act Section 404 permit is needed, this task also includes USACE coordination.

Additionally, this task includes an allowance for environmental services related to obtaining approvals from Valley Water.

This task shall only be invoiced if agr eed by CITY and CONSULTANT in writing prior to performing work.

8.2. OPTIONAL TASK: ADDITIONAL TOPOGRAPHIC SURVEYS (PHASE 1 AND PHASE 2 PROJECTS).

This task provides for additional field surveys, to be performed consistent with the provisions described for field surveys in the Basic Services in this Scope of Services for field surveys. Additiona l field surveys may become necessary to identify additional details and constraints based upon the work involved beyond the assumptions for field surveys in the Basic Services. This is considered a budget allowance and prior to perform ing any work under this Task, CONSULTANT shall provide a written description and es timate of hours for the additional surveys.

The budget allowance assumes 3 additional days total for the Phase 1 and Phase 2 projects, and 1 additional day for the Phas e 3 project. This Optional Task is included in the Schedule of Fees under the Phase 1 project and Phase 3 project.

Design Professional Agreement with Bellecci & Associates, Inc. /Exhibit A-Scope of Services Page 21 Rev. 09-28-18

This task shall only be invoiced if agr eed by CITY and CONSULTANT in writing prior to performing work.

Design Professional Agreement with Bellecci & Associates, Inc./Exhibit B-Schedule of Fees Page 1 Rev. 09-28-18

EXHIBIT B

SCHEDULE OF FEES
I. GENERAL PAYMENT

Billing shall be on a monthly basis based on the services performed for each task.

Consultant shall, during the term of this Agreement, invoice the City for hours and dollars of work completed under this Agreement. The invoice shall describe the Task invoiced, percent complete of the Task, time and materials expended by Task, and total amount during the invoice period. The invoice shall also show the total to be paid for the invoice period. All invoices shall provide a written description of work performed during the invoice period, deliverables completed, and progress to date on Tasks being invoiced in order to support the amount invoiced. City will pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

The Phase 1, Phase 2, and Phase 3 projects shall be administered as separate and distinct projects per the fees as described herein. City may reallocate fees between the projects as necessary in City’s sole discretion throughout the course of Services, which shall be in writing. Reallocation of fees between the projects will be administered as Additional Service Authorization(s) as needed and in CITY’s discretion.

Phase 1 Project

For the Phase 1 Project (“Phase 1 Project”), the total payment to the Consultant for Basic Services, as stated in Exhibit A, shall not exceed $227,123. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $22,712. In no event shall the amount bille d to City by Consultant for services under this Agreement exceed $249,835 for the Phase 1 Projec t, subject to budget appropriations.

Phase 2 Project (Optional Service)

For the Phase 2 Project (“Phase 2 Project”), the total payment to the Consultant for Basic Services, as stated in Exhibit A, shall not exceed $134,732. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $13,473. In no event shall the amount bille d to City by Consultant for services under this Agreement exceed $148,205 for the Phase 2 Projec t, subject to budget appropriations.

Phase 3 Project (Optional Service)

For the Phase 3 Project (“Phase 3 Project”), the total payment to the Consultant for Basic Services, as stated in Exhibit A, shall not exceed $87,335. The amount billed to City for pre-approved Additional Services shall not exceed the sum of $8,735. In no event shall the amount billed to City by Consultant for services under this Agreement exceed $96,070 for the Phase 3 Project, subject to budget appropriations.

Design Professional Agreement with Bellecci & Associates, Inc./Exhibit B-Schedule of Fees Page 2 Rev. 09-28-18
The total combined amount for all projects (Phase 1, Phase 2, and Phase 3) billed to City by Consultant for Services under this Agreement shall not exceed $494,110 subject to budget appropriations.

II. SERVICES

The total payment to Consulta nt for all work necessary for performing all Tasks, as stated in Exhibit A, shall be in proportion to services rendered and on a time and materials not-to-exceed basis.

The Consultant fee allocated to each Task, as shown below, shall be the Consultant’s full compensation for all the Consultant services required by this Agreement, as directed by the City, and no additional compensation shall be allowed. City may reallocate budget from Tasks to other Tasks or to or from additional services. In addition to the above, City may also reallocate budget from phase to phase. The Cons ultant shall bill time and materials spent on a Task under the appropriate Task and will not be allowed to charge to future or inactive tasks unless approved in writing by City. The Consultant shall provide a summary of dates and hours charged per date by individual, and individual timesheets, if requested by City. The hours and amounts charged to each Task shall be proportionate to the services rendered.

Tasks denoted as Optional Tasks, as stated in Exhibit A, require pre-approval in writing by CITY prior to performing any services under the task. Payment for any Optional Task is allowed only if written authorization is given by the City in advance of the work to be performed. Fees for Optional Tasks shall be considered as Basic Services.

The total amount of all the Tasks is a not-to-exceed amount. Figures in the following table include all subconsul tant costs, reimbursable expenses, and administrative markups. The following table is a summary of the Tasks based u pon the negotiated Cost Proposal, submitted by Bellecci & Associates, Inc. on May, 18, 2023 and agreed by CITY and CONSULTANT, attached to th is Exhibit B and incorporated herein by reference.

CONSULTANT shall invoice time and expenses according to the subtasks identified in the Proposal. The time and expenses billed for subtasks may vary above or below the fees identified on the Estimated Project Cost provided that the total billed for all subtasks billed under a Task remains wi thin the Fee established fo r the Task. Upon mutual agreement between CITY and CONSULTANT in writing, subtasks may be combined as needed to facilitate CONSULTANT’s invoicing.

Design Professional Agreement with Bellecci & Associates, Inc./Exhibit B-Schedule of Fees Page 3 Rev. 09-28-18
Phase 1 Project:

Description Amount
Task 1 Project Management and Coordination $ 10,880
Task 2 Preliminary Engineering and Evaluation
(35% Design)
$ 82,716
Task 3 CEQA Analysis & Agency Permitting $ 28,517
Task 4 Construction Documents (65%, 95%,
100%, and Final Bid Set Submittals)
$ 52,452
Task 5 Bid Support Assistance $ 1,800
Task 6 Construction Support $ 5,160
Task 7 Record Drawings and Project Close-Out

$ 1,160
Task 8 Optional Tasks

$ 44,438
Total $ 227,123

For the Phase 1 project, in no event shall the amount billed to City by Consultant for Basic Services under this Agreement exceed two hundred twenty seven thousand one hundred twenty three dollars ($227,123), subject to budget appropriations.

Phase 2 Project (Optional Service):

Description Amount
Task 1 Project Management and Coordination $ 13,352
Task 2 Preliminary Engineering and Evaluation
(35% Design)
$ 34,840
Task 3 Agency Permitting $ 8,122
Task 4 Construction Documents (65%, 95%,
100%, and Final Bid Set Submittals)
$ 68,252
Task 5 Bid Support Assistance $ 3,030
Task 6 Construction Support $ 5,672
Task 7 Record Drawings and Project Close-Out

$ 1,464
Task 8 Optional Tasks

$ 0
Total $ 134,732
Design Professional Agreement with Bellecci & Associates, Inc./Exhibit B-Schedule of Fees Page 4 Rev. 09-28-18
For the Phase 2 project, in no event shall the amount billed to City by Consultant for Basic Services under this Agreement exceed one hundred thirty four thousand seven hundred thirty two dollars ($134,732), subject to budget appropriations.

Phase 3 Project (Optional Service):

Description Amount
Task 1 Project Management and Coordination $ 5,620
Task 2 Preliminary Engineering and Evaluation
(35% Design)
$ 0
Task 3 Agency Permitting $ 7,544
Task 4 Construction Documents (65%, 95%,
100%, and Final Bid Set Submittals)
$ 58,835
Task 5 Bid Support Assistance $ 3,030
Task 6 Construction Support $ 1,956
Task 7 Record Drawings and Project Close-Out

$ 1,508
Task 8 Optional Tasks

$ 4,008
Total $ 87,335

For the Phase 3 project, in no event shall the amount billed to City by Consultant for Basic Services under this Agreement exceed eighty seven thousand three hundred thirty five dollars ($87,335), subject to budget appropriations.

III. REIMBURSA BLE EXPENSES

Reimbursable Expenses shall not be billed by the Consultant or subconsultant under this Agreement. Full compensation for all expenses shall be considered included in the hourly rates.

IV. ADDITIONAL SERVICES

Additional Services consists of work not included in the Scope of Services outlined within this Agreement. Pre-approved Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated price. Monthly billing for Additional Services shall be consistent with the terms set forth in this Agreement. Payment for any Additional Services is allowed only if written authorization is given by the City Engineer in advance of the work to be performed. Additional Services shall not exceed the following amounts:

Design Professional Agreement with Bellecci & Associates, Inc./Exhibit B-Schedule of Fees Page 5 Rev. 09-28-18

Phase 1 Project: $22,712
Phase 2 Project: $13,473
Phase 3 Project: $8,735

In no event shall the total combined amount for Additional Services for all projects (Phase 1, Phase 2, and Phase 3) billed to City by Consultant under this Agreement exceed forty four thousand nine hundred twenty dollars ($44,920), subject to budget appropriations. Additional Services that exceed the above amounts will require a written amendment to the Agreement.

City may reallocate fees between projects or between Basic Services and Additional Services, as necessary in City’s sole di scretion throughout the course of Services, which shall be in writing.

V. RATE SCHEDULE

Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

Rates by classification are listed below and shall be fixed through December 31, 2023. Any classifications added, or staff members changing classifications, shall be approved in writing by City.

After December 31, 2023 rates may be adjusted as described herein. CONSULTANT shall propose any adjusted rates in writing for CITY’s consideration and acceptance in writing. Adjusted rates shall be no more than the percentage of difference between the Consumer Price Index (CPI) for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland-Hayward, CA, ar ea between the effective date of this Agreement and the CPI as ma y be available and nearest to and in advance of the month in which the adjustm ent is contemplated and shall be capped at a maximum of 3% for each adjustment. Rates changed by calculation shall be rounded to the nearest whole dollar. Only one adjustment is allowed per annum.

Consultant understands and agrees that adjus tments to rates does not cause an adjustment in the Fees established for tasks or adjustment to the maximum compensation under this agreement. Consultant shall be required to provide the full services as described in Attachment A in accordance with the Fees established in this Attachment B, regardless of adjustments to rates.

Design Professional Agreement with Bellecci & Associates, Inc./Exhibit B-Schedule of Fees Page 6 Rev. 09-28-18
Consultant Bellecci & Associates (2023 Rates):

Classification Hourl y Rate
Principal I/Project Manager $ 240
Principal II/Peer Reviewer $ 270
Prof. Engr I $ 204
Eng III $ 190
Eng II $ 174
Eng I $ 164
Asst. Engineer II $ 150
Asst. Engineer I $ 130
Senior PW Inspecto $ 174
Survey Tech III $ 174
Land Surveyor $ 220
Survey, Chief of Party $ 174
Survey Rodman $ 110
Survey, Appren II $ 84

Sub-consultant David J. Powers and Associates: See attached page.

Sub-consultant H.T. Harvey & Associates: See attached page.

Sub consultant 360 Aerial: the budgets set forth in this agreement are budget allowances. CONSULTANT shall submit to CITY the quotation from 360 Aerial to CONSULTANT prior to authorizing the work for CITY’s approval in writing. In no circumstance shall the quotation from 360 Aerial exceed t he budget allowance unless approved in writing by CITY.

Bellecci & Associates, Inc. will bill subconsultants at actual cost plus a maximum allowable markup of 10%.

Design Professional Agreement with Bellecci & Associates, Inc./Exhibit B-Schedule of Fees Page 7 Rev. 09-28-18

CHARGE RATE SCHEDULE

Title Hourly Rate

Senior Principal $ 330.00

Principal Project Manager $ 304.00

Senior Environmental Specialist $ 258.00

Senior Project Manager $ 237.00

Environmental Specialist $ 221.00

Project Manager $ 211.00

Associate Project Manager $ 185.00

Assistant Project Manager $ 155.00

Researcher $ 134.00

Graphic Artist $ 124.00

Materials, outside services and subconsultants include a 15% administration fee.

Mileage will be charged per the current IRS standard mileage rate at the time costs occur.

Subject to revision January 1, 2024.

~~10 DAVID J. POWERS ~~ .... ~lailil!I
B~~
& ASSOCIATES, INC.

Design Professional Agreement with Bellecci & Associates, Inc./Exhibit B-Schedule of Fees Page 8 Rev. 09-28-18

H. T. HARVEY & ASSOCIATES
Ecological Consultants
SO years of field notes, exploration, and excellence
Professional Fees
Fees Effective October 1, 2022
Personnel Classifica tion
Principal
Senior Associate Ecologist
Associat e Ecologist
Senior Eco logist 2
Senior Eco logist 1
Ecologist 2
Ecologist 1
Field Biologist 2
Field Biologist 1
Senior GIS Ana lyst
G IS Analyst
Technical Editor
Techn ical Support
Clerical Support
Deposition and Testimony
Subcontractual Consultants
Direct Expenses
Transportation
Travel (Cost plus 10%)
Field Equipment Operation
Hourl y Billing Rate
$ 299~341
$ 268
$ 249
$ 226
$ 204
$ 177
$ 156
$ 136
$ 113
$ 167
$ 142
$ 136
$ 109
$ 90
Two times standar d rate
Cost plus 10%
Cost plus 10%
Cu rrent IRS Federal
Standard Mileage Rate
(62.5t / mile as of July 2022)
- $319 / day (based on
federal per diem rate)
Variable
Billing rates are subject to annua l increases and will be adjusted at the beginn ing of each calendar year.

Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Requirements Page 1 Rev. 09-28-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Requirements Page 2 Rev. 09-28-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

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

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

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

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

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

2. Primary and non-contributing. Ea ch insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Requirements Page 3 Rev. 09-28-18
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. Cancellation.
a. Each insurance policy shall c ontain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall c ontain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.

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

F. ADDITIONAL INSURA NCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Requirements Page 4 Rev. 09-28-18
by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Emgineering Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

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

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be ob ligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are remi nded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates gener ally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving pr ogress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified

payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certif ied payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor ma y be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

8. No contractor or subcontractor ma y be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcont ractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.

11. This project is subject to comp liance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is

practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding s ources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Design Professional Agreement with Bellecci & Associates, Inc./ Page 1 Exhibit E – Milestone Schedule

EXHIBIT E

MILESTONE SCHEDULE (SUMMARY OF KEY TASKS)
This Exhibit contains a summary the key tasks from CONSULTANT’s proposed project schedule for completing the Services as part of its proposal dated March 24, 2023 and subsequent discussions between CITY and CONSULTANT. The dates for key tasks as shown in this Exhibit shall not be exceeded without prior written approval by CITY.

DESCRIPTION COMPLETE NO LATER THAN
Phase 1 Project
Notice to Proceed (Assumed) 8/1/2023
Bid Set PS&E Submittal 1/22/2024
Field Construction Window (Assumed) 4/15/2024 to 10/15/2024

Phase 2 Project
Notice to Proceed (Assumed) 4/1/2024
Bid Set PS&E Submittal 12/1/2024
Field Construction Window (Assumed) 4/15/2025 to 10/15/2025

Phase 3 Project
Notice to Proceed (Assumed) 4/1/2025
Bid Set PS&E Submittal 12/1/2025
Field Construction Window (Assumed) 4/15/2026 to 10/15/2026

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-737 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Action to Delegate Authority to the City Manager to Negotiate and Execute Amendments to Agreements for Design Professional Services for Silicon Valley Power’s System Capacity Expansion Planning Including Development of a Twenty-Year Long-Term Strategy Plan for System Growth, Master Agreements for Plan Implementation Services, and Master Agreements for General Consulting Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Silicon Valley Power (SVP) has provided electric service for over 125 years and is experiencing significant continued growth. SVP has developed a capital improvement strategy to address near- term and long-term potential load growth. In 2021, SVP recorded a peak load of nearly 600 Megawatt (MW) and delivered approximately 4,100 Gigawatt-hours (GWh) to customers. In 2022, SVP’s recorded peak load increased to 702 MW, and energy delivery rose to 4,550 GWh. This represents an approximate 10% increase in energy delivery and represents the largest year-over- year growth in the last 30 years.

On October 13, 2020, City Council approved (Council Item 20-854) the following Agreements for Design Professional Services:
· Agreement with Electrical Consultants, Inc (ECI) with a maximum compensation not to exceed $850,000 to complete a System Expansion Plan including a Three-Year Growth Plan Strategy; · Master agreements for Plan Implementation Services with a maximum compensation not to exceed $3,000,000 per agreement with (1) 1898 & Co., (2) TRC Solutions, Inc., (3) ECI, (4) AECOM Technical Services, Inc., and (5) Stantec Consulting Services Inc.; and · Master agreements for general consulting services with a maximum compensation not to exceed $2,000,000 per agreement with (1) Advisian Worley Group, (2) TRC Solutions, Inc., (3) Leidos Engineering, LLC, (4) Flynn Resource Consultants, Inc. and (5) EN Engineering LLC.

When a specific project is identified, SVP issues a call for proposals that invites these prequalified consultants to submit their proposals. The award for each project is determined based on factors such as expertise in the specific area of work needed, staff availability, project approach, proposed scope of services, project schedule/completion dates, and verification that cost is reasonable for the services.

When the agreements were approved on October 13, 2020, the total maximum compensation for the City of Santa Clara Printed on 7/14/2023Page 1 of 4
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23-737 Agenda Date: 7/18/2023
ten (10) master agreements was authorized with an aggregate maximum compensation of $25 million over a five-year period. On May 13, 2022, the City Council authorized the City Manager to execute Amendment No. 1 to the Agreement with AECOM Technical Services Inc., increasing the maximum compensation from $3 million to $11 million for additional program management services related to the System Expansion Plan. This authorization increased the total aggregate compensation for the ten (10) agreements to $33 million. On October 4, 2022, the City Council authorized the City Manager to negotiate and execute amendments to the ten (10) agreements, resulting in a new total aggregate compensation of $50 million.

On September 28, 2021 (Council Item 21-871), the Council accepted SVP’s Three-Year Growth Plan Strategy which identified $300 million of proposed projects to install new facilities and to replace aged infrastructure with higher capacity infrastructure on an as-needed basis. On November 15, 2022 (Council Item 22-1172), the City Council accepted SVP’s System Expansion Plan for the California Independent Operator’s (CAISO) Transmission Planning Process (TPP) FY2023/24 (SVP System Expansion Plan TPP FY2023/24).

In the SVP System Expansion Plan TPP FY2023/24, SVP anticipates a peak system load of 819MW in 2025 and peak load of 1,306 MW in 2032. Compared to the 2022 peak load of 702 MW, this projection represents an increase of nearly 117 MW by 2025. SVP System Expansion Plan TPP FY2023/24 identifies both near-term and ten-year improvements required for SVP to maintain electric service reliability with consideration of the projected load growth. The SVP System Expansion Plan TPP FY2023/24 provides detailed information and a technical basis for the completed analysis, including a summary of proposed projects. These projects are in addition to those previously presented to Council. To maintain electric service reliability and meet project growth, SVP requires engineering support in three areas: (1) System Expansion Planning, (2) General Consulting, and (3) Plan Implementation.

DISCUSSION
Under its agreement with the City, ECI has provided consultant support for the CAISO’s Annual TPP and completed a Three-Year Growth Plan Strategy. SVP requires additional related services from ECI, including, (1) a twenty-year long-term strategy plan for system growth; and (2) support for upcoming CAISO TPP studies. The twenty-year long-term strategy plan and study will address, among other things, reach codes (local energy code amendments intended to strengthen emissions reductions) and impacts of electrification and decarbonization to SVP’s transmission and distribution electrical systems. To complete these additional services, SVP will require an increase in the maximum compensation of the ECI agreement for the system expansion plan from $850,000 to $1,500,000 and extension of the term through December 31, 2025.

The System Expansion Plan has led to a significant increase in the SVP’s Capital Improvement Project (CIP) backlog. Managing and delivering these projects from detailed design through construction necessitates the augmentation of staff by hiring outside engineering firms who possess the necessary technical knowledge and expertise to support SVP. For example, the System Expansion Plan includes the following proposed projects as well as other projects not listed:
· NRS Transformer and Breaker Upgrades
· Kifer Receiving Station (KRS) & Scott Receiving Station (SRS) Rebuild and Replacement · NRS-KRS 115kV Line Replacement
City of Santa Clara Printed on 7/14/2023Page 2 of 4
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23-737 Agenda Date: 7/18/2023
· South Loop Reconductor
· Northwest Loop Capacity Upgrade
· Walsh-Uranium 60kV Reconductor
The proposed projects include replacement of aging infrastructure and installation of new facilities to allow higher internal system capacity. These projects will include the addition of new internal 60kV transmission loops and implementation of reliability upgrades, including replacing or reconductoring transmission lines. For the new 60kV loops, it is important to note that the first step in the process is to determine technical feasibility (design). Additional CAISO transmission capacity would be required to fully take advantage of the increased internal capacity.

As identified in the Three-Year Growth Plan Strategy and SVP System Expansion Plan TPP FY2023/24, the combined cost of these CIP projects is estimated at nearly $500 million. Of this total amount, approximately 20% to 25% is attributed to engineering services such as design and construction management. In addition, to ensure that dedicated developer substations are built to SVP standards and connect properly to SVP’s electric system, SVP provides engineering services to developers who design and build their own substation with costs recovered from those developers.

Design, equipment, and construction project costs for substations built by developers are not included in the $500 million budget. Therefore, total estimated engineering costs may exceed the 20 - 25% to account for costs of engineering for projects that are not included in SVP’s CIP budget. To assure sufficient support to complete the System Expansion Plan and meet schedule commitments to developers while assuring SVP standards are met, SVP requires an increase of $30 million in aggregate maximum compensation for agreements for general consulting and plan implementation services. This will amend previous authorizations and allow SVP to spread $80 million among the master agreements. SVP will initiate amendments after selection of consultants following the call for proposals process described in the background of this report. SVP staff manages the aggregate compensation to assure that no services are approved that will result in exceeding the aggregate maximum compensation.

ENVIRONMENTAL REVIEW
These proposed actions involve the approval of amendments to existing agreements for program and project management services. Any associated capital improvements have been or will be evaluated under the California Environmental Quality Act (“CEQA”). Therefore, the proposed actions and do not constitute a “project” within the meaning of CEQA pursuant to section 15061(b)(3) of Title 14 of the California Code of Regulations as it can be seen with certainty that there is no possibility that the proposed approvals will have a significant effect on the environment.

FISCAL IMPACT
Sufficient funds for these amendments are included in the capital budget for each project for Fiscal Year 2023/2024. Funding for specific projects is allocated in the Electric Utility Fund in the FY2023/24 Capital Improvement Budget, such as the NRS Transformer and Breaker Upgrades (CIP 2454), NRS-KRS 115kV Line (CIP 2455), KRS Rebuild and Replacement (CIP 2453), Laurelwood Substation (CIP 2443), Democracy Substation (CIP 2464), Transmission Loop 1 (CIP 2459), and Transmission Loop 2 (CIP 2463). Additional budget appropriations will be required for the Transmission Loop projects. Required actions will be brought forward to City Council for approval of the project and associated budget after design. It is anticipated that costs will be recovered through developer contributions. As the System Expansion Plan and design and construction of developer City of Santa Clara Printed on 7/14/2023Page 3 of 4
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23-737 Agenda Date: 7/18/2023
funded substations progress, the costs and timelines will be revised and updated, and budget adjustments will be requested at that time if required.

Funds required for these agreements in future years are subject to budget appropriations and will be incorporated into the budget development process for those years. In the event the authorized budget for a project will be exceeded, budgetary actions will be brought forward to Council as needed to cover such services in advance of authorizing those services.

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

RECOMMENDATION

1. Authorize the City Manager to negotiate and execute an amendment to the Agreement for Design Professional Services with Electrical Consultants, Inc (ECI Agreement) for additional services associated with the System Expansion Plan increasing the maximum compensation to $1,500,000 and extending the term of the agreement until December 31, 2025, funded by the Electric Utility Capital Fund;

2. Authorize the City Manager to negotiate and execute amendments to the following Agreements for Design Professional Services (Master Agreements) for Silicon Valley Power’s System Expansion Plan with an additional aggregate maximum compensation of $30 million for a new aggregate maximum compensation of $80 million funded by the Electric Utility Capital Fund and allocated as SVP may require, subject to the appropriation of funds: (A) general consulting services with; (i) Advisian Worley Group; (ii) TRC Solutions, Inc.; (iii) Leidos Engineering LLC; (iv) Flynn Resource Consultants, Inc.; and (v) EN Engineering LLC; and (B) For plan implementation services with: (i) Burns & McDonnell Engineering Company, Inc. (formerly 1898 & Co.); (ii) TRC Solutions, Inc.; (iii) ECI; (iv) AECOM Technical Services, Inc.; and (v) Stantec Consulting Services Inc

3. Authorize the City Manager to take any actions as necessary to implement and administer the ECI Agreement and Master Agreements and to negotiate and execute amendments to those agreements to (a) add or delete services consistent with their scope of services; (b) adjust future rates; and (c) extend their term of the agreement to complete projects initiated during the authorized term; and

4. All amendments included in this authorization shall be subject to the review and approval as to form by the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jōvan D. Grogan, City Manager
City of Santa Clara Printed on 7/14/2023Page 4 of 4
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-136 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Action on Accepting a Grant Award from the EnergIIZE Commercial Vehicles Project to Fund Medium-Duty and Heavy-Duty (MD/HD) Zero-emission Vehicles (ZEVs) Charging Infrastructure at the City’s Street Corporation Yard/Utility Yard at 1715 Martin Avenue

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

BACKGROUND
Assembly Bill (AB) 118 (AB 118, Statutes of 2007, Chapter 750) created the Clean Transportation Program, formerly known as the Alternative and Renewable Fuels and Vehicle Technology Program. Administered by the California Energy Commission (CEC), this program uses funds from vehicle and vessel registration, vehicle identification plates, and smog abatement fees to develop and implement technologies to transform California’s transportation landscape.

In April 2021, the CEC awarded $50 million in Clean Transportation Program funding to CALSTART to address medium -duty and heavy-duty (MD/HD) zero-emission vehicles (ZEVs) adoption needs in California through financial incentives to be used towards the purchase of infrastructure equipment and software. CEC has assigned CALSTART (a nonprofit organization working nationally and internationally with businesses and governments to develop clean, efficient transportation solutions) to administrate the Zero-Emission Commercial Vehicles Project (EnergIIZE Project). The EnergIIZE Project is the nation’s first commercial vehicle fleet infrastructure incentive project.

There are several key pieces of policy which provide the overall framework and funding to support the EnergIIZE Project.

In September 2020, Governor Newsom signed Executive Order N-79-204 mandating the transition of all MD/HD vehicles in California to zero-emission by 2045, and 2035 where possible for drayage trucks. Additionally, California Air Resources Board (CARB) adopted rules for a phased adoption of zero-emission trucks and public transit. Ultimately, these rules mandate a complete transition to zero-emission transit buses by 2040 and an increase to at least 40 percent ZEV sales by 2035 for various truck classes.

In addition, CARB passed the Advanced Clean Fleets (ACF) rule with the goal of achieving a zero-emission truck and bus California fleet by 2045. The ACF regulation applies to fleets owned by state and local government agencies. The regulation affects MD/HD on-road vehicles with a gross vehicle weight rating greater than 8,500 pounds, off-road yard tractors, and light-duty mail and package delivery vehicles.

The ACF regulation also requires public fleet purchases to equal 50 percent ZEVs by January 1, 2024, and 100 percent of ZEVs by January 1, 2027. These state guidelines emphasize the growing market for MD/HD ZEVs and the necessity of further incentives to support this transition.

DISCUSSION
Silicon Valley Power (SVP) applied for grant funding through the EnergIIZE Project website during the EV Fast Track application window. Applications were reviewed on a first come, first served basis. In its application, SVP’s requested funds to install two dual-port DC Fast Chargers at the City’s Street Corporation Yard/Utility Yard at 1715 Martin Avenue.

SVP is required to select pre-approved electric vehicle (EV) charging technology from the EnergIIZE Project Approved Technology catalog. The total cost of this project is anticipated not to exceed $350,000.

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23-136 Agenda Date: 7/18/2023
SVP has been conditionally awarded $177,487 for an EV charging infrastructure project to support the City’s MD/HD ZEV fleet. Due to the site location being in a designated Disadvantaged Community (DAC), SVP qualified for additional funding. The funding will be used for EV equipment, charge management software and electrical infrastructure (such as switchgears, wiring and conduit). The difference between the project costs and the grant funds will be paid from Greenhouse Gas Reduction Funds (Fund 191) that were transferred to support the EV Charging capital project.

At this time, the grant is conditionally approved subject to the City issuing a purchase order for equipment. After the City issues a purchase order, CALSTART will send a draft agreement to the City. CALSTART has provided sample terms and conditions. Those sample terms and conditions are attached to this Report to Council. The City will make the purchases and then request and receive reimbursement from CALSTART. Generally, funds need to be spent within twenty-four months, but extensions may be granted. SVP anticipates completing this project in a twenty-four- month timeframe.

FISCAL IMPACT
Funding for this project is budgeted in the FY23/24 Operating Budget and in the Capital Budget in the Electric Vehicle [EV] Charging project (project 2441). The grant reimbursement of $177,487 will offset a portion of the costs SVP anticipated to spend on this project in FY 2023/24. This reimbursement will be recognized once the funds are received.

Funding for operating costs associated with this equipment is included in the department operating budget using Greenhouse Gas Reduction Funds. Green House Gas Reduction funds 191-1325-87940-92300).

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

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

RECOMMENDATION

1. Accept EnergIIZE Project grant funds for an amount of $177,487 (EnergIIze Grant) or such additional amount as may be awarded from the EnergIIZE Project to fund medium-duty and heavy-duty zero-emission vehicles charging infrastructure at the City’s Street Corporation Yard/Utility Yard at 1715 Martin Avenue or other eligible locations with required matching funds from Greenhouse Gas Reduction Funds (Fund 191); and

2. Authorize the City Manager, or designee, to negotiate and execute an agreement (Agreement) with CALSTART for the EnergIIze Grant and related documents, subject to the review and approval as to form by the City Attorney, and to take all actions necessary to administer and implement the EnergIIze Grant and Agreement.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. EV Jump Start Funding Lane Fact Sheet

2. EnergIIZE Terms and Conditions

3. Summary of the Advanced Clean Fleets Rule
City of Santa Clara Printed on 7/14/2023Page 2 of 2
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$750k
•Level 2 Electric Vehicle Supply
Equipment (EVSE)
•DC Fast-Charge EVSE
•Charge Management Software
•Switchgears
•Electrical Panel Upgrades
•Wiring and Conduit
•Meters
Small business as recognized by the California State
Legislative Code, Section 14837.

Certified Minority Business Enterprise, Woman-
Owned Small Business, Veteran-Owned Small
Business, or LGBT-Owned Small Business.

Transit agencies located in or that have at least
50% of fleet operations in a designated
Disadvantaged Community (according to
CalEnviroScreen 4.0).

School Districts in a designated Disadvantaged
Community (according to CalEnviroScreen 4.0).

Low-Income Community (as defined by AB 1550).

Tribal entity
Non-profit organizations

Commercial fleet users that meet one or more of the
criteria below are eligible for MD/HD infrastructure
incentives through the EV Jump Start funding lane:

Electric Vehicle (EV) Jump Start Funding Lane
Commercial fleet users that meet one or more of the
eligibility criteria listed under EV Jump Start may apply under EnergIIZE's other three funding lanes and may be
eligible for a unique incentive structure (up to $750k per EV project and up to $3M per hydrogen project) defined
under EV Jump Start.

For more information, please review the Implementation
Manual on EnergIIZE.org.

EnergIIZE and EV Jump Start
Increased Incentives for
Eligible Applicants

Eligibility
EV Fast Track EV Public Charging Hydrogen EV Jump Start [email protected] (877) ENR-GIZEEnergIIZE.org Contact Us
Revised December 2021
How to Apply
Visit the EnergIIZE
website at EnergIIZE.org
for a list of upcoming
workshops, videos, and
resources to help with
the application process.

Navigate to the
Infrastructure Readiness
Center through EnergIIZE.org
to view the Implementation
Manual, and other documents
required to submit an
application.

Check the EnergIIZE
website to see when the
application window opens
and begin uploading
required documents with
your application.

Submit your application
through the EnergIIZE
website during the EV
Jump Start application
window.

Get in Touch Get Support Get Started Submit your Application Submit your application during the EV Jump Start application window. 1 (877) 367-4493
EnergIIZE Commercial Vehicles (Energy Infrastructure
Incentives for Zero- Emission Commercial Vehicles) is the nation's first commercial vehicle fleet infrastructure
incentive project. Funded by the California Energy
Commission’s Clean Transportation Program and
implemented by CALSTART, EnergIIZE provides incentives
for zero-emission vehicle (ZEV) infrastructure equipment for medium- and heavy-duty (MD/HD) battery electric and hydrogen fuel cell vehicles operated and domiciled in
California.

EV Jump Start is one of four funding lanes under EnergIIZE.

The application process is competitive and applications are scored on criteria demonstrating project readiness, cost effectiveness and community benefit. Commercial
fleet users interested in deploying electric charging
infrastructure for MD/HD electric vehicles may be eligible for up to $750k of funding per project.

What is Covered
EV Equipment
Make Ready
75% of Eligible Equipment
and Software Costs

$750,000
Project Cap

Sample Terms and Conditions

EnergIIZE Applicant and/or Applicant Team
Effective Date: June 23, 2023
Applicable to EV Jump Start Q3 2023

These sample terms and conditions are intended for informational purposes only and do not constitute a legally binding agreement until they are incorporated in an Agreement fully executed by the Parties (CALSTART and Incentive Recipient); and are subject to change.

As a condition for participating in the Energy Infrastructure Incentives for Zero-Emission Commercial Vehicles (EnergIIZE) Project, either the incentive Applicant Team, Recipient, or Application/Installation Partners must comply with the requirements below with the Recipient of EnergIIZE funds bearing responsibility for ensuring compliance. Applicant Teams must mutually agree upon which items they intend to be responsible for by initialing each line below and by signing and dating the document. Upon execution of an agreement with CALSTART and the Incentive Recipient, CALSTART will counter sign the document executing the EnergIIZE agreement.

Infrastructure Will Support Medium and Heavy-Duty Vehicles

1. _________ I assure that equipment purchased with an EnergIIZE incentive, including electric vehicle charging and hydrogen fueling equipment, will be utilized for the charging or fueling of Class 2B – Class 8 commercial vehicles;

2. _________ I agree to provide access to charging/fueling equipment for the intended commercial fleet or the public at the agreed upon location;

Maintaining, Using, and Operating Equipment

3. _________ I agree to ensure that chargers/refueling stations installed in the project are operational at least 97 percent of a charging/refueling site’s standard hours of operation for five years after commissioning. Without limitation to other rights and remedies which the CEC may have, including but not limited to provisions specified in the Terms and Conditions of this agreement, this requirement to ensure operationality for five years after commissioning shall @:nergllZE

COMMERCIAL VEHICLES

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survive the completion or termination date of this agreement. In addition to the foregoing requirements regarding uptime, I further agree to take reasonable and necessary steps in preparation for compliance with forthcoming legislation on uptime (i.e., AB 2061) which may impact infrastructure installed after 1/1/2024.

4. _________ I agree to maintain equipment insurance as required by law;

5. _________ I agree to ensure equipment purchased with an EnergIIZE incentive, including electric vehicle charging and hydrogen fueling equipment, will be maintained as recommended by the manufacturer and as needed to prolong the equipment lifetime;

6. _________ I agree that equipment purchased with an EnergIIZE incentive, including electric vehicle charging and hydrogen fueling equipment, will be operated as recommended by the manufacturer to ensure durability and efficiency;

7. _________ I agree to the Manufacturers Terms and Conditions for usage of the equipment and to purchase extended product warranty;

For Charging as a Service Vendors ONLY:

8. _________ I agree to full responsibility for project management, installation, construction, operation, and maintenance of charging infrastructure;

9. _________ I agree to provide and maintain cable management systems for charging stalls and shall ensure compliance with any associated authority having jurisdiction (AHJ) requirements for the fleet or site listed on the application;

For Hydrogen Awardees ONLY:

10. _________ I agree to follow requirements of the Hydrogen Safety Plan detailed in the Implementation Manual, including compliance, adherence to Hydrogen Safety Plan, and training.

11. _________ I agree that, should the Applicant’s adherence with the public guidelines or its Hydrogen Safety Plan(s) lapse, without limitation to any other rights, EnergIIZE staff reserves the right to cancel the Applicant’s agreement funded by this incentive project.

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12. _________ I agree to follow standards, laws, regulations, and guidelines applicable to Hydrogen listed in the Implementation Manual as well as though required by the applicable AHJ and by law.

Vendor Assurances

13. _________ I agree to carry Worker's Compensation Insurance for all employees who will be engaged in the performance of this Agreement and agree to furnish EnergIIZE staff with satisfactory evidence of this insurance at any time it may be requested;

14. _________ If self-insured for worker's compensation, I hereby warrant such self-insurance is permissible under the laws of the State of California and agree to furnish to EnergIIZE staff satisfactory evidence of this insurance at any time EnergIIZE staff may request;

15. _________ I agree to ensure vendor and/or sub-vendor’s, Contractors State License Board (CSLB) number active, in good standing, and make EnergIIZE staff aware of any updates to my status in a timely manner.

16. ________ I agree to perform reasonable due diligence in the selection of a vendor, installer, or subcontractor who aids in the construction, installation, commissioning, or completion of an infrastructure site and hereby waive any rights to hold responsible EnergIIZE staff for potential delays, damages, or injuries; if applicable.

Equipment Compliance

17. _________ I agree that equipment must be in compliance and remain in compliance with all applicable US federal, California state, and local rules and regulations, including those regarding air quality; furthermore, I agree that EnergIIZE staff reserves the right to check compliance at any time;

18. _________ I agree to be available for any follow-up inspection by EnergIIZE staff or their designee, if requested, and agree to provide reasonable facilities and assistance for the safety and convenience of their representatives. All site visits and evaluations will be performed in a manner that does not unduly interfere with or delay the work;

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Project Communication

19. _________ When the incentive has been received by the Project Partner, and in any instance wherein the incentive is canceled for any reason, I will notify [email protected] if a different person should receive these messages instead;

Public Funding Sources

20. _________ I agree to disclose to EnergIIZE staff all sources of public funding that apply to the purchase of any equipment for which I request EnergIIZE incentives;

ADA Compliance

21. _________ I agree to comply with the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101, et seq.), which prohibits discrimination on the basis of disability, as well as applicable regulations and guidelines issued pursuant to the ADA;

AB 841 Compliance

22. _________ I agree to comply with Assembly Bill 841 (2020), as applicable. AB 841 (Ting, 2020) added Public Utilities Code (PUC) section 740.20, which requires Electric Vehicle Infrastructure Training Program (EVITP) certification to install electric vehicle charging infrastructure and equipment for work performed on or after January 1, 2022, subject to certain exceptions. I agree to comply with EnergIIZE staff requests for information to confirm compliance with this item.

All electric vehicle charging infrastructure and equipment located on the customer side of the electrical meter shall be installed by a contractor with the appropriate license classification, as determined by the Contractors’ State License Board, and at least one electrician on each crew, at any given time, who holds an EVITP certification. Projects that include installation of a charging port supplying 25 kilowatts or more to a vehicle must have at least 25 percent of the total electricians working on the crew for the project, at any given time, who hold EVITP certification. One member of each crew may be both the contractor and an EVITP certified

4 | Page

electrician. The requirements stated in this paragraph do not apply to any of the following:
1) Electric vehicle charging infrastructure installed by employees of an electrical corporation or local publicly owned electric utility.
2) Electric vehicle charging infrastructure funded by moneys derived from credits generated from the Low Carbon Fuel Standard Program (Subarticle 7 (commencing with Section 95480) of Article 4 of Subchapter 10 of Chapter 1 of Division 3 of Title 17 of the California Code of Regulations).
3) Single-family home residential electric vehicle chargers that can use an existing 208/240-volt outlet.

Billing and Payment

23. _________ I agree that all projects receiving funds through an EnergIIZE incentive shall comply with all California public works requirements (Lab. Code § 1720 et seq. and 8 CCR 16000 et seq.) including but not limited to the payment of prevailing wages;

24. _________ I agree that all project billings shall clearly summarize actual itemized costs billed and requested for reimbursement as outlined as eligible costs in the EnergIIZE Implementation Manual. I agree that I will not present ineligible costs on any invoice submitted;

25. _________ I agree to submit these itemized project billings and to report matching costs (if applicable) with sufficient supporting documentation and based upon actual costs incurred. I further acknowledge that the failure to do so may result in delayed payment;

26. _________I agree to notify EnergIIZE staff of any changes to this project’s Milestone Payment Request Form and Schedule, including but not limited to expected timeline of payment requests, and understand that failure to do so may result in delayed payment;

27. _________ I agree to retain all project records for a minimum of three (3) years after the final payment has been received or after the agreement term, whichever is later, unless otherwise specified in the agreement. These records include but are not limited to payment requests, the

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equipment invoice(s), proof of purchase, equipment payment information and related bank records, documentation of match funding, and purchaser information;

28. _________Upon written request from EnergIIZE staff I agree to provide detailed documentation of all project expenses at any time throughout the project and for a period of at least three (3) years thereafter. I acknowledge and agree that project documentation, including documentation of project expenses, is subject to audit by the California Energy Commission or its designated representative.

Requesting New Equipment

29. _________ I agree to seek pre-approval from the EnergIIZE staff on the inclusion of new equipment for approval if not included on the Site Equipment Manifest. I understand that changes to charging/refueling equipment is not permitted after moving to Step 3;

Incentive Processing Center

30. _________ I agree to keep my EnergIIZE Incentive Processing Center account, and any shared accounts, active while I have unredeemed incentives, for the three (3) years after project commissioning;

31. _________ If applicable, I agree to partner with any Project Partner requesting an incentive on my behalf to ensure complete documentation for incentive redemption. I further understand that I will receive automated emails from the EnergIIZE Incentive Processing Center if a Project Partner requests an incentive on my behalf;

Data Collection

32. _________ I agree to ensure a minimum of thirty-six (36) months of data collection on deployed infrastructure equipment, reported quarterly, starting from the date of final commissioning. Data requirements are outlined in section 9.6 of the Implementation Manual;

33. _________ I agree to respond to surveys put forth by EnergIIZE staff on a quarterly basis for a period of thirty-six (36) months from the date of final commissioning;

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Project Timeline

34. _________ I agree to inform EnergIIZE staff in a timely manner if the deployment timeline (time from execution of this agreement to final commissioning) exceeds twenty-four (24) months.

Failure to do so may place the Applicant at risk of delayed or cancelled incentive payment(s).

EnergIIZE Applicant and, if applicable, Application Partner and Additional Signatories undersigned agree jointly to the following items:

Information Sharing

35. I understand and agree that basic project information (i.e. location, organization name, and infrastructure to be installed) will be shared with geographically relevant utility provider(s) for the purposes of infrastructure planning and incentive coordination; General information about my project may be shared publicly including but not limited to awardee name, project type, project zip code, number and type of infrastructure installed, and number of vehicles being serviced. EnergIIZE staff will share approximate location on a map for the public to view.

Confidential Information

36. I agree that application materials submitted for this incentive request are considered confidential if marked as such;

Compliance with Terms

37. I agree that failure to comply with the terms of this agreement may result in withholding of future payments or repayment of received incentive funds to EnergIIZE staff and may be considered for any future award determinations;

38. I agree to comply with applicable US federal, California state, and/or local rules, regulations, and law. I agree that failure to do so may result in a cancellation of my incentive and repayment of received incentives.

7 | Page

39. I agree the information represented on all forms submitted to EnergIIZE staff as part of my application are true and correct and all supporting documentation is true and correct and meet the minimum requirements of EnergIIZE;

40. I understand and agree that after an incentive request is submitted, the end-user cannot be changed;

41. I understand that EnergIIZE staff reserves all rights and remedies available under the law to enforce the terms of this agreement;

Implementation Manual

42. I acknowledge that EnergIIZE staff may at any time, by written order, make changes within the EnergIIZE Implementation Manual to affect future incentive rollout. Any such changes will not cause an increase or decrease in the estimated cost of, or the time required for, completion of the current project under this agreement;

43. I have read, understand, and agree to all provisions in the EnergIIZE Implementation Manual published on March 28, 2023;

44. I have read and agree to the EnergIIZE Commercial Vehicles Privacy Policy;

Equipment

45. I understand and agree that this EnergIIZE incentive request is only valid for the specific equipment purchased through this specific vendor/manufacturer, and that any incentive provided based on this request will be null and void if the purchaser, vendor/manufacturer, or equipment identified herein change after incentive receipt or for noncompliance with applicable EnergIIZE requirements;

Acknowledgement of Terms

46. Please place an “X” in the space provided indicating whether one or more parties are signing this agreement:

8 | Page

• _________ Applicant is sole signer of this agreement: By signing this EnergIIZE Incentive Request Terms and Conditions Form, I acknowledge that I have read and understand, and Applicant agrees to be bound by, the entire terms and conditions as described above. I certify under penalty of perjury that the information provided is accurate and (if applicable) do hereby assert I have been granted authority by my organization to sign and agree on their behalf.
• _________Applicant, Applicant Partner, and/or additional signatories are signing this agreement: By signing this EnergIIZE Incentive Request Terms and Conditions Form, we acknowledge that we have read and understand, and all signatories agree to be bound by, the terms and conditions as described above. We agree that each party is separately responsible for the numbered items above as defined by the party name next to each numbered item. We acknowledge all parties agree to all of the lettered items listed above, jointly. We certify under penalty of perjury that the information provided is accurate and (if applicable) do hereby assert we have been granted authority by our organizations to sign and agree on their behalf.

If applicable, does this incentive request represent your organization’s first zero-emission infrastructure purchase?
☐Yes ☐ No

By Signing the EnergIIZE Incentive Request and Terms and Conditions Form, I acknowledge that I have read and understand, and agree to be bound by, the terms and conditions as outlined above.

I certify that under penalty of perjury that the information provided is accurate.

Applicant
Company/Organization Name:

Name of Authorized Representative and Title:

Signature of Authorized Representative:

9 | Page

Date:

CALSTART, Administrator of EnergIIZE
Company/Organization Name: CALSTART
Name of Authorized Representative and Title: Piero Stillitano Signature of Authorized Representative:

Date:

Application Partner, if applicable
Name of Application Partner
(Company/Organization Name):

Name of Authorized Representative and Title:

Signature of Authorized Representative:

Date:

Additional Signatory, if applicable
Company/Organization Name:

Relationship to project (recipient, applicant
team member, installation partner, fleet, etc.):

Name of Authorized Representative and Title:

Signature of Authorized Representative:

Date:

Additional Signatory, if applicable
Company/Organization Name:

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Relationship to project (recipient, applicant
team member, installation partner, fleet, etc.):

Name of Authorized Representative and Title:

Signature of Authorized Representative:

Date:

Summary: Advanced Clean Fleets Regulation
For Public Agencies
RTC 23-136, July 18, 2023 1 of 2
Regulated Entities and Vehicles
The Advanced Clean Fleet (ACF) regulation applies to fleets owned by State, local, and federal government agencies. The regulation affects medium- and heavy-duty on-road vehicles with a gross vehicle weight rating greater than 8,500 pounds, off-road yard tractors, and light-duty mail and package delivery vehicles.

Individual departments and divisions under the same agency’s jurisdiction have the option to comply jointly instead of complying independently.

Public Fleets Rules and Deadlines
There are two compliance options for public fleets:
 Purchase Requirement: 50 percent of vehicle purchases must be zero-emission beginning January 1, 2024, and 100 percent of vehicle purchases must be zero-emission beginning January 1, 2027.

o Near-zero emission vehicles (NZEVs) are considered zero-emission vehicles (ZEVs) through the 2035 model year.
o Early and excess purchases can count toward future requirements. o Delayed compliance:
 Fleets with at least 90% of its service area in a low-population county are not required to make ZEV purchases until 2027.
 Small government fleets (those with 10 or fewer vehicles) are not required to make ZEV purchases until 2027.

 ZEV Milestone: Up until January 1, 2030, public fleets may alternatively opt into the ZEV milestone compliance pathway. Beginning January 1, 2025, fleet owners must continuously meet or exceed the ZEV Fleet Milestone percentage requirements set forth below.

Percentage of
vehicles that must be 10% 25% 50% 75% 100%
ZEVs
Milestone Group 1:

Boxtruck~vans, buses
with two axles, yard 2025 2028 2031 2033 2035 and
tractors, light-duty beyond
package delivery
vehicles
Milestone Group 2:

Work trucks, day cab 2027 2030 2033 2036 2039 and
tractors, pickup trucks, beyond
buses with three axles
Milestone Group 3: 2042 and Sleeper cab tractors 2030 2033 2036 2039 beyond and specialty vehicles Summary: Advanced Clean Fleets Regulation
For Public Agencies
RTC 23-136, July 18, 2023 2 of 2
Exemptions
The purchase of an internal combustion engine is allowed under the following exemptions:
 Mutual Aid – for up to 25% of the fleet
 ZEV Unavailability
 Daily Usage
 Non-repairable Vehicles
 ZEV Infrastructure Delay
 Snow Equipment:
o Dedicated snow removal vehicles.
o Until 2030, intermittent snow vehicles that are equipped with a snow plow or snow blower mounting attachment and a control system for the plow or blower.

Exemption requests must be submitted to CARB, and the Executive Officer will notify the fleet owner by email whether the exemption has been approved within 45 calendar days from the date a complete application is received. If the Executive Officer does not respond to within this timeframe, the exemption will be deemed approved.

Reporting
Fleet owners must submit an annual report by April 1 of each year, beginning on April 1, 2024.

Annual reports include:
 Agency information, designated contacts, and whether the fleet is opting in to the ZEV milestone pathway.
 Vehicle information for each vehicle in the fleet as of January 1 of that year.

Vehicles added or permanently removed must be additionally reported within 30 calendar days of such action. This applies to both ZEV and International Combustion Engine (ICE) vehicles.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-510 Agenda Date: 7/18/2023

REPORT TO COUNCIL

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

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Section 1310 of the Santa Clara City Charter, (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.” Section 713 of the City Charter states in part that “an oral motion or order duly passed by the City Council and entered in the minutes of the Council shall have the same force and effect as a written Resolution duly introduced and passed by said City Council and shall be deemed to be a Resolution for all purposes.”

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

Estimate Number: 38703
Location: 2300 Calle De Luna
Type of Service: New Business
Description of Work: Install ±200' high voltage conductor, 6-600 A termination elbows, 30-600 A splices.

Estimated Cost: $115,747
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 37286
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23-510 Agenda Date: 7/18/2023
Location: 2920 Scott Boulevard
Type of Service: New Business
Description of Work: Relocation of an existing padmount electrical transformer.

Estimated Cost: $37,663
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 35872
Location: 2330 Monroe Street
Type of Service: New Business
Description of Work: Install 3-Overhead Cut Outs and Fuses, ±150' High Voltage Underground Wire, 3-Underground Splices, 3-200A Termination Elbows, 1-500KVA Padmount Transformer, 1-1200A Service Meter, 65-200A Residential Service Meters.

Estimated Cost: $44,102
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 37674
Location: 3941 Stevens Creek Boulevard
Type of Service: New Business
Description of Work: Install new padmount transformer and cut into existing underground distribution system to tie in new transformer.

Estimated Cost: $54,094
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of Title 14 of the California Code of Regulations: (1) section 15302(c) (Class 2 - Replacement or Reconstruction) as the proposed work involves the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity; and (2) section 15303 (Class 3 - New Construction or Conversion of Small Structures) as the proposed work involves the construction of a limited number of small electric utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $251,606 are included in the Fiscal Year 2023/24 Capital Budget, New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed with City Silicon Valley Power staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

COORDINATION
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23-510 Agenda Date: 7/18/2023
This report has been coordinated with the Finance Department and City Attorney’s Office.

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

RECOMMENDATION
In accordance with Section 713 of the City Charter, the City Council hereby resolves as follows:

1. Determine the proposed action is exempt from CEQA pursuant to Sections 15302(c) (Class 2 - Replacement or Reconstruction) and 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations; and

2. Declare and determine that the public works located at 2300 Calle De Luna, 2920 Scott Boulevard, 2330 Monroe Street, and 3941 Stevens Creek Boulevard are better performed by the City with its own employees based on the information set forth in this Report to Council.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jōvan D. Grogan, City Manager
City of Santa Clara Printed on 7/14/2023Page 3 of 3
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-764 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Execute Agreements for Two HUD CDBG-funded Capital Improvement Projects: 1) Santa Clara Methodist Retirement Foundation - Liberty Tower (Elevator Upgrades); and 2) Rebuilding Together Silicon Valley (Minor Home Repair Program); (Categorical Exemption per the California Environmental Quality Act (CEQA) section 15301 (e)(1), Existing Facilities)

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
The City of Santa Clara maintains a Consolidated Plan in conformance with requirements of the United States Department of Housing and Urban Development (HUD) which directs the City’s use of funds allocated to the City by HUD. On May 9, 2023, City Council approved the 23/24 Annual Action Plan (Attachment 1) which recommended Community Development Block Grant (CDBG) funding for 1) Santa Clara Methodist Retirement Foundation (aka, Liberty Tower) for elevator systems upgrades ($750,000); 2) Rebuilding Together Silicon Valley for the Minor Home Repair Program ($100,000).

These projects address the City’s Consolidated Plan goals of Improvements to Affordable Housing for the benefit of low/moderate income residents. To begin work on these projects, the City Council must authorize the City Manager to execute agreements with each of the project sponsors. Since the City does not have alternative uses identified for these funds, it is necessary to move forward with these projects in order for the City to meet its CDBG expenditure timeliness requirement for program year 23/24.

DISCUSSION
The draft agreements for each of these projects are included as attachments 2 and 3 . Below is a brief description of the scope of work for each project:
1) Santa Clara Methodist Retirement Foundation - Liberty Tower (Elevator Upgrades). Liberty tower is a 101-unit affordable housing property for seniors in Santa Clara. The funding for this project will help pay for two (2) elevator upgrades (1 freight/1 passenger). The elevators and related systems are outdated and in need of updating for safety. 2) Rebuilding Together Silicon Valley (Minor Home Repair Program). The Homeowner Rehabilitation & Minor Repair Project preserves affordable housing by providing rehabilitation services to low-income homeowners who occupy their homes. Rehabilitation work will provide homeowners a safe and sanitary living environment. The primary consideration of repairs will be correcting deficiencies that create substandard and unsafe housing conditions.

City of Santa Clara Printed on 7/14/2023Page 1 of 2
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23-764 Agenda Date: 7/18/2023

ENVIRONMENTAL REVIEW
The action being considered qualifies as a Categorical Exemption per the California Environmental Quality Act (CEQA) section 15301 (e)(1), Existing Facilities in that the projects are limited to repairs and upgrades to systems serving existing residential units.

FISCAL IMPACT
These capital projects will be funded using federal HUD Community Development Block Grant (CDBG) entitlement funds allocated for the 2023/2024 fiscal year in the Housing and Urban Development Fund. The project budgets have been appropriated as part of the FY 2023/24 and FY 2024/25 Adopted Operating Budget approved by the City Council on June 27, 2023.

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

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

RECOMMENDATION

1. Authorize the City Manager to execute agreements with: 1) Santa Clara Methodist Retirement Foundation - Liberty Tower to fund up to $750,000 for elevator upgrades and related work; 2) Rebuilding Together Silicon Valley, to fund up to $100,000 for the administration of the City’s Minor Home Repair program subject to the availability of Community Development Block Grant funds, on the terms presented, in final forms approved by the City Attorney.

Reviewed by: Andrew Crabtree, Director, Community Development Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. 2023-24 Annual Action Plan

2. Santa Clara Methodist Retirement Foundation - Liberty Tower (Elevator Upgrades) CDBG Agreement

3. Rebuilding Together Silicon Valley (Minor Home Repair Program) CDBG Agreement City of Santa Clara Printed on 7/14/2023Page 2 of 2
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2023-2024
Annual Action Plan

Prepared by:

City of Santa Clara
Housing and Community Services Division,
Community Development Department
1500 Warburton Ave,
Santa Clara, CA 95050
(408) 615-2490

Housing & Community Services Division
1500 Warburton Avenue,
Santa Clara, CA 95050
(408) 615-2490

Contents
AP-05 Executive Summary – 91.200 (c), 91.220(b) ............................................................................................................... 3 PR-05 Lead & Responsible Agencies – 91.200 (b) ................................................................................................................. 6 AP-10 Consultation – 91.100, 91.200(b) 91.215 (I) .............................................................................................................. 7 AP-12 Participation – 91.105, 91.200 (c) ............................................................................................................................ 10 AP-15 Expected Resources – 91.220 (c) (1,2) ..................................................................................................................... 12 AP-20 Annual Goals and Objectives – 91.220(c)(3)& (e) .................................................................................................... 16 AP-35 Projects – 91.220(d) ................................................................................................................................................. 19 AP-50 Geographic Distribution – 91.220 (f) ........................................................................................................................ 22 AP-55 Affordable Housing – 91.220 (g) .............................................................................................................................. 23 AP-60 Public Housing – 91.220 (h) ...................................................................................................................................... 24 AP-65 Homeless and Other Special Needs Activities – 91.220 (i)....................................................................................... 25 AP-75 Barriers to Affordable Housing – 91.220 (j) ............................................................................................................. 27 AP-85 Other Actions – 91.220 (k) ....................................................................................................................................... 29 AP-90 Program Specific Requirements – 91.220 (l) (1,2,4) ................................................................................................ 31

AP-05 Executive Summary – 91.200 (c), 91.220(b)

1. Introduction
The City of Santa Clara (City) is an entitlement city that receives federal funding from the Department of Housing and Urban and Development (HUD). The City receives Community Development Block Grant (CDBG) funds and HOME and Investment Partnerships (HOME) funds.

CDBG funds address community development needs through public service activities and capital improvement projects. At least s eventy percent (70%) of gross funding is used to serve low - to moderate- income households.

Eligible projects and activities must meet one of the following national objectives: 1) Benefit low - and moderate- income persons; 2) Prevention or elimination of slums or blight; or 3) Address community development needs having an urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other funding is not available.

HOME funds are used for the development of affordable housing options such as building, and/or rehabilitating affordable rental housing and providing direct Tenant Based Rental Assistance to low-income households.

The City is required to develop a 5 -Year Consolidated Plan (ConPlan) that identifies the goals and needs of the community. During the ConPlan cycle, the City must develop Annual Action Plans (AAPs) which detail projects and activities to be funded in during the program year in support of the identified goals and needs. In 2019, t he City collaborated with the County of Santa Clara and other entitlement jurisdictions to develop the 5- year ConPlan. The ConPlan identifies and prioritizes public services and housing-related needs across the region and for the City of Santa Clara. The purpose of the ConPlan is to guide the City to:
- Assess their affordable housing and community development needs and market conditions, - Make data-driven, place-based investment decisions; and - Conduct community-wide discussions to identify housing and community development priorities that align and focus on eligible activities for HUD’s funding
The 5-Year ConPlan is supported by the Annual Action Plan (AAP). The AAP documents annually how the City will use HUD funding consistent with the goals and needs identified in the ConPlan.

2. Summarize the objectives and outcomes identified in the Plan The Annual Action Plan supports the goals and needs identified in the ConPlan as stated below:
- Affordable Housing. Affordable Housing projects and activities that benefit low-income households such as affordable rental housing, tenant based rental subsidies, and rehabilitation of single and multi-family housing. - Public Services. Nonprofit partners provide public services to benefit lower income households. - Homelessness. Support activities to end homelessness including homeless prevention programs, case management, outreach activities and support of facilities. - Fair Housing. Promote Fair Housing choice through funding informational and investigative services for tenants and landlords.
- Public Facilities. Improvement to public facilities that provide services to low-income people.

3. Evaluation of past performance
The last Consolidated Annual Performance Evaluation Report (CAPER) submitted to HUD was for 2022-2023 (PY2022).

The following are the highlights of the accomplishments reported in support of the ConPlan goals:
- Affordable Housing.

The Tenant Based Rental Assistance program assisted 48 households, and between the NCIP program and Rebuilding Together Silicon Valley, there were 14 households assisted. - Public Services.

There were 1,004 residents that benefited from public services provided by eleven non -profit agencies. The City also closed out its Emergency Rental Assistance Program (ERAP) to respond to COVID crisis by assisting 58 low-income tenants with rental assistance.
- Homelessness .
213 households benefited from case management services provided by local non-profit agencies. The majority of these households were assisted with local funds. Further, 48 TBRA households, which have already been counted under the Affordable Housing goal, also received case management services. - Fair Housing.

Project Sentinel assisted 12 households with fair housing services. - Public Facilities.

The LifeMoves project was cancelled due to delays caused by the COVID -19 pandemic and a change in the original proposed project. The $90,000 of 2020/2021 funds that were originally programmed for this project will be reprogrammed for a future Public Facility or Affordable Housing project.

4. Summary of Citizen Participation Process and consultation process During the development of the 2023- 2024 Annual Action Plan, City staff solicited public comment to help identify community needs, and non-profit agencies that could provide services to address those identified needs.

Community Outreac h. In 2022 the City was just beginning to host in- person public meetings. Between April and September 2022, the City hosted a series of six virtual homelessness taskforce meetings and consulted various service providers to understand the gaps and needs of unhoused residents and more specifically of HOME ARP qualified populations. In addition, the City conducted comprehensive outreach as part of the Housing Element update process.

This effort included community meetings, stakeholder interviews, digital surveys, pop-up events at City libraries and the local Art and Wine Festival, in-person tenant listening sessions at three affordable housing complexes serving families, seniors and transition aged youth, and study sessions with the Planning Commission and City Council. The meetings covered a wide range of topics regarding housing production, preservation, displaceme nt prevention, affirmatively furthering fair housing, affordable homeownership, and the needs of seniors.

Public Hearing #1. T his Public Hearing satisfies the Citizen Participation Plan requirement to hold at least one Public Hearing during the drafting phase of the Annual Action Plan . The hearing gives the public an opportunity to provide input. The first Public Hearing for the 23/24 Annual Action Plan (DRAFT) is scheduled for April 4, 2023 at the regularly scheduled City Council Meeting

Public Hearing #2. T
he second and final Public Hearing is scheduled for May 9, 2023. This Hearing will provide a final opportunity for public comment/input. The final version of the 23/24 Annual Action Plan (FINAL) will be presented.

Any comments will be included in the final version of the Action Plan and the Plan will submitted to HUD.

Public Noticing. The noticing follows to the Citizen Participation Plan requirements. The following information for the 23/24 Annual Action Plan was publicly noticed in The Santa Clara Weekly on March 22, 2023, and also noticed via email to community non-profits, posting on the City’s website, and having copies accessible at libraries and City Hall:

1) No
tice of Public Hearing #1 on April 4, 2023 for the 2023-2024 Annual Action Plan (DRAFT) 2) Notice of Public Comment Period (March 3, 2023 – Aril 2, 2023) for the 2022-2023 Annual Action Plan (FINAL) 3) Notice of Public Hearing #2 on May 9, 2023 for the 2023-2024 Annual Action Plan (FINAL)

5. Summary of public comments
Public Hearing #1:

Several non -profit agencies attended to express the importance of their services, and their gratitude for being recommended for funding. The Liberty Tower representative requested more funds to be able to complete both elevators rather than just one. Several council members stated that they wanted to see both elevators updated.

City staff stated that more Program Income was being receipted soon and other funds from the previous program year(s) were going to be made available. It was recommended by council to increase the funding amount to Libert y Tower, and representatives from Liberty Tower stated they would likely be able to fill the gap in funding in order to get both elevators completed.
30-Day Public Comment Period
No public comment came in during the 30-day Public Comment Period.

Public Hearing #2.

Public comment: Director from Meals on Wheels program thanked the Council and staff for funding recommendation and discussed how many meals will be served in the coming program year and the importance of the services they provide.

Public comment: Member of the public spoke on the “macro factors” of housing; how larger issues such as an unsecure border and releasing convicts earlier play a role in the need for housing. The speaker requested the Council send a letter to Sacramento in support of not releasing convicts early so that there wouldn’t be a need for a project like Benton House. Speaker also suggested cutting developer fees to increase the number of affordable housing.

Public comment: Director of Operations at Liberty Tower thanked Council and staff for in increase of the initial funding recommendation. It offers them the opportunity to address other issues the 50-year old building is having on hand.

Public comment: Chief Community Resources Officer of Bill Wilson requested that Council approve the annual action plan. Speaker noted that the Bill Wilson Center was recommended for funding for their School Counseling Program but was not funded for one of their homelessness prevention programs for students, and will be ending the program this June. The speaker spoke on the importance of their counseling programs, and their partnership with the City.

Public comment: Directing Attorney at SALA spoke on the importance of the services they provide to seniors, and the reinstatement of providing services at the Senior Center soon after an absence due to the pandemic. Speaker noted that they do not charge fees for their services and depend on grants such as CDBG.

Public comment: Vice President of Programs at Abode services spoke on the importance of the programs and partnership that Abode and the City provide for the homeless population with the TBRA program.

Counsel Member Hardy: Spoke on the importance of Project Sentinel and Bill Wilson Center and their programs. Also noted that recent regulations regarding ADUs (i.e., granny units) has made it easier for this type of housing to be built.

6. Summary of comments or views not accepted and the reasons for not accepting them The City did not receive any public comments that were not accepted. The City attempted to incorporate all feedback received through outreach efforts into the Plan.

7. Summary
CDBG-funded public services continue to be a great asset to the community, with many of the programs funded focusing on the senior population, persons with disabilities, and unhoused residents. The leveraging opportunities for our nonprofits by receiving HUD funding is of great value. The City will c ontinue to seek out creative solutions to improve their grants management program.

PR-05 Lead & Responsible Agencies – 91.200 (b)
The City of Santa Clara is the lead agency and administrator for the CDBG & HOME funds. The Consolidated Plan and Annual Action Plan Public Contacts are:

Andrew Crabtree Adam Marcus
Director of Community Development Housing & Community Services Manager [email protected] [email protected]
408.615.2451 408.615.2491

AP-10 Consultation – 91.100, 91.200(b) 91.215 (I)
Introduction
The 2023-2024 Annual Action Plan was prepared by City staff with input from a variety of local and regional stakeholders including public service providers (e.g., senior services, homeless services, youth services), affordable housing developers, and County partners. Service partners administer projects and activities that align with the goals and objectives of the ConPlan.

Provide a concise summary of the jurisdiction's activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(l)).

The Santa Clara Housing Authority (SCHA) administers the Housing Choice Voucher program. The City’s TBRA administrators and City staff have worked with SCHA in the past to assist long standing clients of the TBRA program to acquire long- term vouchers. Typically, these are previously homeless households that did not initially qualify for permanent supportive housing and were not able to improve their income and housing situation to at the end of the TBRA program’s term. Coordination and case management services resulted in several families receiving 10 -year Emergency Housing Vouchers.

The City uses CDBG funds for Bill Wilson’s Family Therapy/School Outreach/Grief Counseling. This public service provides mental health services to youth and their families to cope with high -risk behavior choices, family conflict, and grief counseling. The City also funds the County Office of Supportive Housing to provide case management services to a portion of the City’s homeless. Further, Abode Services and Bill Wilson Center, administrators to the City’s TBRA program, use local funds to provide case management services for the City’s TBRA clientele.

In order to develop the City’s HOME -ARP, the City collaborated with a non -profit, Homebase, to facilitate a Homeless Taskforce outreach process and a City specific homeless ness response plan. Results from the work of the Taskforce will help direct the development of homelessness response strategies as well as the City’s HOME-ARP plan.

Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness.

The Santa Clara County Continuum of Care (CoC) is a multi- sector group of stakeholders dedicated to ending and preventing homelessness in the County of Santa Clara (County). The CoC Board is comprised of the same individuals who serve on the Destination: Home Leadership Board. Destination: Home, a program of T he Health Trust, is a public-private partnership implementing collective impact strategies to end homelessness in Santa Clara C ounty. Its mission is to drive and align resources to create permanent housing and sustainable support systems built for the long term.

The CoC primary responsibilities are to coordinate large-scale implementation of efforts to prevent and end homelessness in the County. The CoC is governed by the Santa Clara CoC Board (CoC Board), which stands as the driving force committed to supporting and promoting a systems -change approach to preventing and ending homelessness in the County. The organization is improving how systems work together to end homelessness, as well as protect individuals and families at risk of becoming homeless.

The City of Santa Clara, having endorsed the 2020 -2025 Santa Clara County Community Plan to End Homelessness, convened a Homelessness Taskforce in April 2022. The Taskforce included stakeholders with a range of perspectives and experience who can help identify priorities and provide recommendations on the development of a City Plan to reduce the impacts of Homelessness. The City has partnered with the non -profit, Homebase, to facilitate the taskforce and to develop a City-centric Plan.

The results of the 2022 Point in Time Homeless Count (“Count”) showed a 35% increase in homelessness since 2019. By comparison, the Countywide count showed a 3% increase . In prior years the City redesigned the TBRA program to place more emphasis on assisting homeless families. In December 2022, the County’s HMIS system included 520 unhoused single adult households and 137 households with at least one child. There is still a need to serve households with children, but there is a greater need to serve single households. To address both needs, the City intends to use HOME funds to continue the focus on ending homelessness for families with children which is consistent with the County’s Heading Home campaign to end family homelessness by 2025. The City also intends to use HOME ARP funds to serve single adult households through the ARP qualifying populations.

The City supports services and capital improvement projects for agencies that assist chronically homeless individuals and families, families with children, veterans, and unaccompanied youth primarily through the TBRA program.

In 2023 the City began funding WeHope Dignity on Wheels to provide weekly mobile shower, laundry, and case management services.

Describe agencies, groups, organizations, and others who participated in the process and describe the jurisdiction’s consultation with housing, social service agencies and other entities. 1 Agency/Group/Organization Bill Wilson Center
Agency/Group/Organization Type Housing
Services-Children
Services-homeless
What section of the Plan was addressed by Consultation? Housing Need Assessment Homelessness Needs - Unaccompanied youth
Non-Homeless Special Needs
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff is consulted on improvements to the City TBRA program. 2 Agency/Group/Organization County of Santa Clara Office of Supportive Housing Agency/Group/Organization Type Publicly Funded Institution/System of Care Other government – County
What section of the Plan was addressed by Consultation? Housing Need Assessment Homeless Needs - Families with children
Market Analysis
Homeless Needs – Chronically homeless
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff met with the County COC on several occasions to discuss the City response to homelessness.
3 Agency/Group/Organization Abode Services
Agency/Group/Organization Type Services - Housing
What section of the Plan was addressed by Consultation? Homeless Needs - Families with children Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff is consulted on improvements to the City TBRA program. 4 Agency/Group/Organization Senior Adult Legal Services (SALA) Agency/Group/Organization Type Services-Elderly Persons What section of the Plan was addressed by Consultation? Non-Homeless Special Needs Briefly describe how the Agency/Group/ Organization was consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Submitted public comment at both public hearings; highlighting the need for the services they provide.
5 Agency/Group/Organization Next Door Solutions to Domestic Violence Agency/Group/Organization Type Services - Housing
What section of the Plan was addressed by Consultation? Homelessness Needs – Families with children and domestic violence and human trafficking survivors
Homelessness Strategy

Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Submitted public comment at public hearings; highlighting the need for the services they provide.
6 Agency/Group/Organization Homebase
Agency/Group/Organization Type

Regional policy consultant that builds capacity to address homelessness systematically.

What section of the Plan was addressed by Consultation? AP-65 Homelessness and Other Special Needs Activities Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?

Facilitated a six-month Homelessness Taskforce and provided technical assistance to City staff for homelessness policy and strategy development. One outcome is the creation of focused local strategies to address homelessness and its impacts in the City. Homebase also helped prepare the City’s HOME ARP plan.

Identify any Agency Types not consulted and provide rationale for not consulting:

The City did not reach out to broadband-specific providers/organizations. This was due, in part, to the results of the 2020- 2025 Consolidated Plan survey. 6 2% of respondents felt there was not a common/pressing issue with broadband or internet access. Also, local internet providers all provide low-cost options and/or discounts to low-income households.

Although the City works with organizations whose primary responsibilities include the management of flood prone areas, public land or water resources, and emergency management agencies on normal public business, these organizations were not specifically consulted for the Annual Action Plan. Issues related to such agencies were not mentioned as an issue in the ConPlan survey. Nevertheless, the City intends to consult with broadband and resilience organizations to determine if new needs have arisen following the COVID 19 pandemic and severe winter storms in 2023.

Describe other local/regional/state/federal planning efforts considered when preparing the Plan

Name of Plan Lead
Organization
How do the goals of your Strategic Plan
overlap with the goals of each plan?
Continuum of
Care
Continuum of
Care Council
The Continuum of Care works to alleviate the impact of homelessness in the community through the cooperation and collaboration of social service providers. This effort aligns with the Strategic Plan goal to end homelessness including rental assistance, homeless prevention programs, case management, outreach activities and support of facilities.

Housing Element City of Santa
Clara
The actions in the Housing Element are consistent with the Strategic Plan, most notably in the provision of adequate sites appropriate for a range of housing types and in promoting preservation and development of affordable housing including supportive housing for persons with disabilities. The Housing Element was updated in late 2022 and is pending state approval.

City of Santa Clara
Homelessness
Strategic Plan
(2023)
City of Santa
Clara City
Council
In 2022 the City conducted a six-month Homelessness Taskforce process and worked with nonprofit consultant Homebase to develop a draft strategic plan. The plan was reviewed in January 2023 and will be adopted later in the year. The plan will include strategies to prevent homelessness, connect unhoused residents with basic needs, case management, and housing opportunities.

Santa Clara
County Seniors
Agenda
Santa Clara
County
The City’s outreach for the 5-year ConPlan showed senior needs and services as a high priority. Seniors’ Agenda 2021 report s peaks to many of the services that have been provided through the City’s CDBG funds.

Community Plan
to End
Homelessness in
Santa Clara
Destination
Home
The 2020-2025 Community Plan to End Homelessness in the County is a five -year plan to guide governmental, nonprofits, and other community members as they make decisions about funding, programs, priorities and needs. This effort aligns with the Strategic Plan goal to support activities to end homelessness: rental assistance, homeless prevention programs, case management, outreach activities & support of facilities.

AP-12 Participation – 91.105, 91.200 (c)

1. Summarize citizen participation process and how it impacted goal setting.

The City outreach efforts to obtain community input included two public hearings before City Council (one during the drafting phase of the AAP) , noticing the AAP and hearings, and putting the draft AAP on the City website. The table below summarizes the results of the City efforts.

Citizen Participation Outreach
Mode of
Outreach
Target of
Outreach
Summary of
response/ attendance
Summary of
Comments received
Summary of
comments not
accepted and
reasons
URL
(If
applicable)
1 Public
Hearing
Non-
targeted/broad
community
Public Hearing #1 was
noticed in The Santa
Clara Weekly on March
22, 2023: City Council
Meeting – April 4, 2023
during the drafting
phase of the Plan.

Several non -profit
agencies attended to
express the
importance of their
services, and their
gratitude for being
recommended for
funding. The Liberty
Tower representative
requested more
funds to be able to
complete bo th
elevators rather than
just one. Several
council members
stated that they
wanted to see both
elevators updated.

City staff stated that
more Program
Income was being
receipted soon and
other funds from the
previous program
year(s) were going to
be made available. It
was recommended
by council to increase
the funding amount
to Liberty Tower, and
representatives from
Liberty Tower stated
they would likely be
able to fill any gap in
funding in order to
get both elevators
completed.

All comments
were accepted
and noted.
n/a

Mode of
Outreach
Target of
Outreach
Summary of
response/ attendance
Summary of
Comments received
Summary of
comments not
accepted and
reasons
URL
(If
applicable)
2 Public
Hearing
Non-
targeted/broad
community
Public Hearing #2 was
noticed in The Santa
Clara Weekly on March
22, 2023. The City
Council Meeting on May
9, 2023 presented the
final version of the Plan.

See AP-05, section 5 for
a summary of the
public comments given
at Public Hearing #2.

All comments
were accepted
and noted.

n/a
3 Newspaper
Ad
Non-
targeted/broad
community
The following
information for the
23/24 Annual Action
Plan was publicly
noticed in The Santa
Clara Weekly on March
22, 2023, and also
noticed via email to
community non-profits,
posting on the City
website, and having
copies accessible at
libraries and City Hall:
1) Notice of Public
Hearing #1 on 4/4/2023
for the 2022-2023
Annual Action Plan
(DRAFT);
2) Notice of Public
Comment Period (March
3, 2023 to April 2, 2023)
for the 2022-2023
Annual Action Plan
(FINAL);
3) Notice of Public
Hearing #2 on May 9,
2023 for the 2023-2024
Annual Action Plan
(FINAL).

The 30-day comment
period was noticed on
3/22/23 in the Santa
Clara Weekly. The
comment period ran
from 4/7/23 to 5/7/23
See AP-05, section 5
(Public Comment
Summary) for more
comments.

All comments
were accepted
and noted.
n/a

AP-15 Expected Resources – 91.220 (c) (1,2)

Introduction
CDBG Funds: The total amount of CDBG resources expected is $2,185,670. This total is made up of the estimated CDBG entitlement, estimated Prior Year Resources ( i.e., funds that were committed but not drawn or funds that became unprogrammed due to program income), and Program Income (i.e., income generated from prior CDBG projects such as loan repayments).

- An
nual Entitlement Funds $1,034,553
- Estimated Prior Year Balance $1,041,117
- Estimated F Y22/23 Program Income $ 110,000
TOTAL $2,185,670

CDBG CONTINGENCY LANGUAGE
More than expected: If the City receives more 22/23 Program Income than estimated and/or more funds roll-over from prior year resources than expected, the excess amount will be programmed to NCIP or a Capital Improvement project for Multi-Family Affordable Housing depending on the source of the Program Income after the City’s portion f or administration is set aside and public service cap restrictions are recalculated.

Less than expected : I f the 22/23 Program Income, and/or prior year resources is lower than estimated, the amount committed to NCIP will be reduced.

HOME Funds : The total amount of HOME resources expected is $881,000. This is made up of the annual HOME entitlement, Prior Year Resources (i.e., funds that were committed but not drawn or funds that were not programmed) , and Program Income (i.e., income generated from prior HOME projects).

- En
titlement Funds $437,588
- Estimated Prior Year Balance $433,412
- Estimated F Y23/24 Program Income $ 10,000*
TOTAL $881,000

* Estimated H OME Program Income (23/24). The City estimates it will receive $100,000 in PI during the upcoming FY23/24. Ten percent (10%), or $10,000, will be programmed in this 2023-2024 Annual Action Plan to be used for administrative costs as allowed by HOME regulations. The other 90% ( $90,000) will be programmed next year in the 2024-2025 Annual Action Plan. Any program income above these estimates will be allocated in the same manner; 10% for administration in FY23/24, and the remaining 90% to be allocated in FY24/25.

HOME CONTINGENCY LANGUAGE
More than expected: Should the 23/24 Entitlement allocation, 22/23 Program Income, and/or prior year resources be higher than estimated, the excess funds shall be allocated to the TBRA program after the City’s portion for administration is set aside.

Less than expected: S hould the 23/24 Entitlement allocation, 22/23 Program Income, and/or prior year resources be lower than estimated, TBRA will be reduced after the administration set-aside is calculated.

AP-15 Table –Expected Resources Priority Table
Program Source
of Funds Uses of Funds
Expected Amount Available Year 4 Expected
Amount
Available
Remainder
of ConPlan
Narrative
Description
Annual
Allocation
Program
Income
Prior Year
Resource Total:
$ $ $ $ $
CDBG Public-
Federal
Acquisition

Housing Rehab

Capital
Improvement
Projects – Public
Facilities

Capital
Improvement
Projects –
Affordable
Housing

Public Services
Admin./Planning
$1,034,553 $110,000 $1,041,117 $2,185,670 $1,400,000 CDBG funds may be used for: 1) Land
acquisition for
affordable housing;
2) NCIP program and
Minor Repair
Program (Rebuilding
Together Silicon
Valley); 3) Public
infrastructure and
other public facility
improvements; 4)
Capital Improv. to
Affordable Housing;
5) Public services; 6)
Planning and
administration.

HOME Public-
Federal
CHDO and
regular HOME
rental projects,
such as property
acquisition, new
const., and/or
rehabilitation.

Homeowner
Rehabilitation

TBRA

Admin. and
Planning for
HOME programs
and activities.
$437,588 $10,000 $433,412 $881,000 $450,000 Funds may be used for: 1) TBRA; 2) NCIP;
3) Fair Housing; 4)
Rental development;
and/or 5) Admin. &
Planning.

Approximately
$52,000 of the “Prior
Year Resources” is
program income (PI)
received in FY22/23.

Approx. $100,000 in
PI is expected to be
receipted in
FY23/24. 10% (i.e.,
$10,000) will be
programmed in this
action plan for
administrative
activities (PA) and
drawn in FY23/24.

The remaining
$90,000 will be
programmed in
FY24/25.

If FY23/24 PI exceeds
$100,000, City will
continue using 10%
for admin. and the
remaining will be
programmed in
FY24/25.

Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied

Federal funds will leverage local funds (i.e., General Funds, City Affordable Housing Funds, and City Housing Successor Funds) to increase project efficiencies and benefit from economies of scale. The HOME match requirement will be met through the waiving of property taxes on past HOME -funded multi-family affordable developments. The local funds will be used to fund certain the following activities:

Program Uses of
Funds
Expected Amount Available Year 4 Expected
Amount
Available
Remainder
of ConPlan
Narrative Description Annual
Allocation
Program
Income
Prior Year
Resource Total:
$ $ $ $ $
General
Fund
Public
Services
$95,264 0 0 $95,264 $130,000 $24,000 Senior Nutrition

$51,264 Project Sentinel – Landlord/Tenant
Mediation Program

$15,000 Catholic Charities Ombudsman Program

$5,000 United Way 211
City
Affordable
Housing
Fund
(CAHF)
Public
Services
$225,697 0 0 $225,697 $243,697 $160,697 for case management services for TBRA.

$15,000 Intensive Case Mgt.

$50,000 Homeless Prevention
City
Housing
Successor
Fund
(CHSF)
Public
Services
$250,000 0 0 $250,000 $250,000 $110,000 to fund case management services for chronically homeless households.

$140,000 for case management services for TBRA.

Other Federal Grant Programs
Additional federal programs that fund community development and affordable housing, and are provided by Santa Clara County Housing Authority and affordable housing developers include:
- Section 8 Housing Choice Voucher Program,
- Section 202,
- Section 811; and
- Affordable Housing Program (AHP) through the Federal Home Loan Bank.

If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan

The City owns three properties that have potential for development of low income and special needs housing: 1) Bay Area Research and Extension Center (BAREC) senior housing site at 90 North Winchester Boulevard; 2) 2330 Monroe Street, and 3) Fire Station #6 at 3575 De La Cruz Boulevard.

BAREC: On January 29, 2019, City Council approved all land use entitlements for the project and adopted a resolution approving and authorizing the City Manager to negotiate and execute a Disposition and Development Agreement with Core Affordable Housing LLC for t he development of the Agrihood Project located at 90 North Winchester Boulevard/ 1834 Worthington Circle and further authorizing the City Manager to execute all other agreements (including a Ground Lease, Loan Agreements, Deeds of Trust, Promissory Notes, and Affordable Housing Agreement). The project closed in 2022 and is now under construction.

2330 Monroe Street: On January 28, 2020, City Council approved all land use entitlements for the project and adopted a resolution approving and authorizing the City Manager to negotiate and execute a Disposition and Development Agreement with Freebird Development LLC and further authorizing the City Manager to execute all other agreements (including a Ground Lease, Loan Agreements, Deeds of Trust, Promissory Notes, and Affordable Housing Agreement). The proposed development will have 65 mixed-income units with 11 set-aside for households with developmental disabilities.

The project will be 100% affordable units. The project closed in 2022 and is now under construction.

3575 De La Cruz: The City Council has approved negotiations to enter into an Exclusive Negotiation Rights Agreement (ENA) with Habitat for Humanity East Bay/Silicon Valley. The proposed development will be 15 100% affordable, for-sale townhomes. In December 2022, the City Manager executed a 6-month extension of the ENA to account for project delays due to the COVID pandemic.

AP-20 Annual Goals and Objectives – 91.220(c)(3)& (e)

Goal Description
1 Goal Name Affordable Housing
Goal Description Assist in the creation and preservation of multi-family rental housing for low income and special needs households, rehabilitation of low-income owner-occupied housing through the Neighborhood Conservation and Improvement Program, TBRA rental subsidies, new construction. 2 Goal Name Homelessness
Goal Description Support activities, consistent with Continuum of Care strategies, to prevent and end homelessness. This includes building affordable housing for people who are homeless or at risk of homelessness as well as the provision of support services.
3 Goal Name Public Services
Goal Description Support activities that provide basic needs to lower income households and special needs populations.

Services would be provided to low-income households, elderly individuals, homeless persons, people with disabilities, and victims of domestic violence.
4 Goal Name Fair Housing
Goal Description Promote fair housing choice, through the following activities: fair housing education, fair housing testing, housing assistance hotline, and landlord-tenant mediation. 5 Goal Name Public Facilities
Goal Description Make improvements to public facilities which can include City-owned facilities and/or improvements to properties owned and operated by non-profits which serve low-income clientele. 6 Goal Name Planning & Administration
Goal
Description
Provide management, planning and implementation of the CDBG & HOME programs as well as monitoring of public services and housing projects.

AP-23 –Annual Goals Summary

Goal Category Needs Addressed Needs Addressed Funding
Affordable Housing
Affordable Housing Affordable Housing CDBG: $1,612,810
HOME: $827,242
Start Year: 2020 End Year: 2025 Outcome: Affordability Objective: Provide decent affordable
housing
Narrative: Assist in the creation and preservation of multi -family rental housing for low income and special needs households, rehabilitation of low -income owner-occupied housing through the Neighborhood Conservation and Improvement Program (NCIP), TBRA rental subsidies, and/or new construction.

CDBG Program
$750,000 CIP to Affordable housing - Liberty Tower (100 household) $350,000 CIP to Affordable housing – Mid Pen (70 household) $352,000 NCIP Loans and Grants (5 households)
$60,810 NCIP Project Delivery Costs
$100,000 Minor Repair Program - Rebuilding Together (10 households) $1,612,810 total (185 households)

HOME Program
$827,242 TBRA Administration (30 households)

Goal Outcome Indicator Quantity Unit of Measure
Rental Units rehabilitated 170 Household Housing Unit
Homeowner housing rehabilitated 15 Household Housing Unit TBRA/Rapid Rehousing 30 Households Assisted

AP-23 –Annual Goals Summary (continued)

Goal Category Needs Addressed Needs Addressed Funding
Public Services
Non-Homeless Special Needs Public Services CDBG: $180,000 Start Year: 2020 End Year: 2025 Outcome:

Availability/accessibility
Objective: Create
economic opportunities
Narrative: Support activities that provide basic needs to lower income households and special needs populations. Services would be provided to low -income households, elderly individuals, homeless persons, people with disabilities, and victims of domestic violence. The following non -profit agencies will be funded with $180,000 of CDBG dollars:
$30,000 BWC Counseling (100 hous eholds)
$30,000 The Health Trust Meals on Wheels (20 households) $30,000 Hope Services (100 clients)
$30,000 Silicon Valley Independent Living Center (70 clients) $30,000 Senior Adult Legal Assistance (80clients)
$30,000 Heart of The V alley (400 clients)
$180,000 total (770 households/persons)
Local funds of $95,264 will also be used for public services. The non-profit agencies that will be funded with local funds include:
$51,264 Project Sentinel Landlord/Tenant Mediation (100 clients) $15,000 Catholic Charities Ombudsman (380 persons)
$24,000 Senior Nutrition Program (400 persons)
$ 5,000 United Way 211 (500 persons)
$95,264 TOTAL (1,380 households/persons)
Goal Outcome Indicator Quantity Unit of Measure
Public Services 770 Persons Assisted

Goal Category Needs Addressed Needs Addressed Funding
Public Facility
Improvements
Public Facility Improvements Public Facility
Improvements
CDBG: $163,950
Start Year: 2020 End Year: 2025 Outcome:

Availability/accessibility
Objective: Create
economic opportunities
Narrative:

Complete rehab/updates to the Vista Center for the Blind.

Goal Outcome Indicator Quantity Unit of Measure
Public Facility Improvement 200 Persons Assisted

Goal Category Needs Addressed Needs Addressed Funding
Fair Housing
Non-Homeless Special Needs Fair Housing HOME: $ 22,197 Start Year: 2023 End Year: 2025 Outcome:

Availability/accessibility
Objective: Create
economic opportunities
Narrative: Promote fair housing choice through the following activities: fair housing education, fair housing testing, housing assistance hotline, and landlord/tenant mediation.

Goal Outcome Indicator Quantity Unit of Measure
Public service activities other than low/mod
income housing benefit
50 Persons Assisted

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AP-23 –Annual Goals Summary (continued)

Goal Category Needs Addressed Needs Addressed Funding
Administration &
Planning
Other Administration &
Planning
CDBG: $228,910
HOME: $ 31,561
Start Year: 2020 End Year: 2025 Outcome:

Availability/accessibility
Objective: Create
economic opportunities
Narrative: Provide management, planning and implementation of the CDBG & HOME programs as well as monitoring of public services and housing projects .

Goal Outcome Indicator Quantity Unit of Measure
Other 0 Other

Estimate the number of extremely low -income, low-income, and moderate-income families to whom the jurisdiction will provide affordable housing as defined by HOME 91.215(b).

15 households for Homeowner housing rehabilitation (CDBG), 5 Extremely low-income households
10 Low-income households

170 households for multi-family affordable rental housing rehabilitation 170 Low-income households

30 households for TBRA (HOME),
25 Extremely low-income households
5 Low-income households
I

AP-35 Projects – 91.220(d)

Introduction
The activities that the City will undertake in FY 2023- 2024 using CDBG and HOME funds include: Public Services, Homeowner Rehabilitation, Tenant Based Rental Assistance, Program Administration & Planning, and Affordable Housing Improvements for low and moderate-income residents. The activities meet one or more priority needs identified in the 5- year Consolidated Action Plan.

In addition to the projects and activities funded with HUD funds as noted in table “AP-35 – Project Information Summary”, the City also funds other Public Service Activities with local funds that include:

Project Sentinel – Landlord/Tenant Mediation Services ($51,264; 100 clients) Catholic Charities Long-Term Care Ombudsman ($15,000; 380 persons) Senior Nutrition Program ($24,000; 400 persons)
Homeless Prevention Services for Homeless Households ($50,000; 20 households) Intensive Case Management ($125,000; 20 households)
United Way Bay Area 211 Services ($5,000; 500 households) TOTAL LOCAL FUNDS: $270,264 (1,420 persons/households)

AP-38 – Project Information Summary

# Project Goals Supported Needs Addressed Funding
1 Public Services Homelessness
Public Services
Homelessness
Public Services CDBG: $180,000
Description Public services provided to the community that primarily benefit low to low-mod income persons and/or households.

Target Date for Completion 6/30/2024
Estimate the number and type of families
that will benefit from the proposed activities.
770 persons [280 moderate income at less than 80% AMI; 380 low- income less than 50% AMI; 110 extremely low- income less than 30% AMI]
Location Description Citywide

PLANNED ACTIVITIES
$30,000: 2023 Family Therapy/School Outreach/Grief Counseling (Bill Wilson Center) [LMC/5D/100 persons]
$30,000: 2023 Meals on Wheels (The Health Trust) [LMC/5A/20 persons]
$30,000: 2023 Hope Services [LMC/5B/100 persons]
$30,000: 2023 Silicon Valley Independent Living Center
[LMC/5B/70 clients]
$30,000: 2023 Senior Adult Legal Services (SALA) [LMC/5C/80 persons]
$30,000: 2023 Support & Transportation Services for Seniors (Heart of the Valley) [LMC/5A/400 persons]

AP-38 – Project Information Summary (continued)

# Project Goals Supported Needs Addressed Funding
2 Homeowner housing rehab & minor repair Affordable Housing Affordable Housing CDBG: $512,810 Description
Financial assistance for low income homeowners to make necessary repairs to their owner-occupied homes to address health and safety issues. This is completed through the City's NCIP program and/or Rebuilding Together Silicon Valley. Some funds are also used for Activity Delivery Costs (ACD).

Target Date for Completion 6/30/2024
Estimate the number and type of families
that will benefit from the proposed activities.
15 households [10 low-income less than 50% AMI; 5 extremely low- income less than 30% AMI]
Location Description Citywide

PLANNED ACTIVITIES
$100,000: 2023 Homeowner rehabilitation and minor repair (Rebuilding Together Silicon Valley) [LMH/14A/10 households] $352,000: 2023 NCIP [LMH/14A/5 households]
$60,810: 2023 NCIP Activity Delivery Costs [LMH/14H/n/a]

# Project Goals Supported Needs Addressed Funding
3 Tenant Based Rental Assistance Affordable Housing Affordable Housing HOME: $827,242 Description
Provide financial assistance to low and extremely low-income households through deposit assistance and monthly subsidy assistance.

Target Date for Completion 6/30/2024
Estimate the number and type of families
that will benefit from the proposed activities.
30 households [5 low-income less than 50% AMI; 25 extremely low- income less than 30% AMI]
Location Description Citywide

PLANNED ACTIVITIES
$827,242: 2023 TBRA Administration (Abode Services) plus $160,697 of CAHF and $140,000 of CHSF for case management services.

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AP-38 – Project Information Summary (continued)

# Project Goals Supported Needs Addressed Funding
4 Capital Improvements to Affordable Rental
Housing Affordable Housing Affordable Housing CDBG:
$1,100,000
Description Rehabilitation to affordable rental housing units to keep them sustainable and affordable.

Target Date for Completion 6/30/2024
Estimate the number and type of families
that will benefit from the proposed activities.
170 units [100 low-income less than 50% AMI]
Location Description Citywide

PLANNED ACTIVITIES
$350,000 Rehabilitation of Affordable Housing – MidPen Housing [LMH/14B/70 units]
$750,000 Rehabilitation of Affordable Housing – Liberty Tower Elevator Rehab. [LMH/14B/100 units].

# Project Goals Supported Needs Addressed Funding
5 Capital Improvements to Public Facilities Public Facilities Public Facilities CDBG: $163,950 Description Rehabilitation to the Vista Center for the Blind, a public facility serving low-income beneficiaries.

Target Date for Completion 6/30/2024
Estimate the number and type of families
that will benefit from the proposed activities.
200 persons [200 low-income less than 50% AMI]
Location Description Citywide
PLANNED ACTIVITIES $163,950 Rehabilitation of Public Facility – Vista Center for the Blind [LMC/03B/200 persons]

# Project Goals Supported Needs Addressed Funding
6 Fair Housing Fair Housing Fair Housing HOME $22,197
Description
Provide fair housing services by providing case management services, risk assessment, safety planning, legal advocacy, assistance filing restraining orders, housing assessment, individual action plan development, support groups, and other services.

Target Date for Completion 6/30/2024
Estimate the number and type of families
that will benefit from the proposed activities.
50 households [40 low -income less than 50% AMI; 10 extremely low-income less than 30% AMI]
Location Description Citywide
PLANNED ACTIVITIES $22,197: Fair Housing Services (Project Sentinel)

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AP-38 – Project Information Summary (continued)

Project Goals Supported Needs Addressed Funding
General Program Administration & Planning Administration Administration HOME $31,561 CDBG: $228,910
Description Administrative activities by City of HOME -funded projects and activities.
7 Target Date for Completion 6/30/2024
Estimate the number and type of families
that will benefit from the proposed activities.

N/A
Location Description Citywide
PLANNED ACTIVITIES Admin. and planning for HOME funded projects/activities.

Describe the reasons for allocation priorities and any obstacles to addressing underserved needs:

Allocation of funds is based on needs and priorities identified in the 2020-2 5 ConPlan. The City prioritizes allocations to projects that serve the lowest income households, from 0-80% of Area Median Income.

AP-50 Geographic Distribution – 91.220 (f)

Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed.

Investments will be allocated citywide.

AP-50 –Geographic Distribution
Target Area Percentage of funds
Citywide 100%
Rationale for the priorities for allocating investments geographically The City does not have plans to prioritize investments geographically. HOME CHDO set-aside funds may be spent in a contiguous jurisdiction if a CHDO development cannot be identified within the City limits.

AP-55 Affordable Housing – 91.220 (g)

Introduction
For the purpose of this section, the term “affordable housing” is defined in the HOME regulations at 24 CFR 92.252 for rental housing and 24 CFR 92.254 for homeownership. It is important to note that the City of Santa Clara intends to use “uncapped” 80% only income limits since Santa Clara is an entitlement city that is exempt from using the capped limits per HUD guidance effective June 1, 2021.

The City of Santa Clara has identified the production and maintenance of affordable housing as the primary objective for the expenditure of federal funds in the Consolidated Plan. While CDBG and HOME funds are limited, the City will continue to allocate funding to affordable housing projects, including owner -occupied rehabilitation. The City has non -federal funding sources that it will use toward the development of affordable housing during Fiscal Year 2023-2024.

AP-55A – One Year Goals for the Number of Households to be Supported (by Population Type) Homeless – Housing assistance for units reserved for homeless individuals and households.

30 Non-Homeless – Housing assistance for all units NOT reserved for homeless individuals and households. 185 Special-Needs – Housing assistance for units reserved for households that are not homeless but require specialized housing or supportive services.
0 Total 215

AP-55B – One Year Goals for the Number of Households Supported Through (by Program Type) Rental Assistance – Housing assistance for programs such as tenant-based rental assistance (TBRA) and one- time payments to prevent homelessness.
30 The Production of New Units – New units, including the conversion of non-residential properties. 0 Rehab of Existing Units – Rehabilitation of existing units, including reconstruction. If unit will be acquired and rehabilitated, report the unit only once.
185
Acquisition of Existing Units – Housing assistance for programs such as down payment assistance. If the unit will be acquired and rehabilitated, report the unit only once. 0 Total 215

Discussion
The City’s goal, as it relates to Affordable Housing, is to assist in the creation and preservation of affordable housing for low income and special needs households through continuation of the Neighborhood Conservation and Improvement Program (NCIP), rental habilitation of units occupied by low income tenants, TBRA rental subsidies, and new construction.

15 households for Homeowner housing rehabilitation (CDBG), 05 Extremely low-income households
10 Low-income households

170 households for affordable rental housing rehabilitation 170 Low-income households

30 households for TBRA (HOME),
20 Extremely low-income households
5 Low-income households

AP-60 Public Housing – 91.220 (h)

Introduction

The Santa Clara County Housing Authority (SCCHA) is the regional entity that manages and maintains housing units and administers Housing Choice Voucher programs across the County. SCCHA operates four public housing units located in City of Santa Clara. The housing authority is a HUD-designated Moving to Work (MTW) agency which allows it greater flexibility to design and implement more innovative approaches to providing housing assistance.

For FY 2023, SCCHA plans to serve 16,775 households with MTW Housing Choice Vouchers, 907 with local, non-traditional property-based vouchers, and 4 MTW Public Housing units leased for a total of 17,686 households served. The majority of voucher holders have a tenant-based voucher which allows the holder to use the voucher at any housing unit where the landlord will accept the voucher. Data on the number of vouchers in use within the City is unavailable.

Actions planned during the next year to address the needs to public housing

The SCCHA has 444 tenant-based vouchers that the MTW PHA anticipates project -basing for the first time (county-wide); there are 3,245 currently. The City will continue to work closely with the SCCHA to address any needs identified during the program year.

The most immediate need is finding housing units and owners that will accept vouchers. Stakeholder interviews also identified the need for assisting families moving into affordable units with basic necessities.

SCCHA re-proposed allocating project-based vouchers to SCCHA -owned projects without competition. This activity was originally proposed and approved by HUD to allow SCCHA to issue Project Based Vouchers (PBVs) to projects owned by SCCHA or a SCCHA affiliate entity without needing to go through a competitive selection process. The re-proposal of this activity would leave the original activity in place and in addition SCCHA is adopting a Housing Opportunities Through Modernization Act (HOTMA) provision that has not yet been implemented by HUD. A modification to Activity 2010-4 will allow SCCHA, at its discretion, to enter into a HAP contract for housing to be rehabilitated or newly constructed even if construction had begun without an AHAP in place.

Actions to encourage public housing residents to become more involved in management and participate in homeownership

SCCHA is proactive in incorporating resident input into the policy-making process. The SCCHA board includes two tenant commissioners that provide input from the tenant perspective.

If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance

Not applicable.

AP-65 Homeless and Other Special Needs Activities – 91.220 (i)

Introduction

The 2022 Point -in-Time Count identified 10,028 homeless individuals county-wide, which was higher than the 2019 count of 9,706. Of these individuals, 2,320 are sheltered and 7, 708 are unsheltered. Individuals with the highest rates of being without shelter are the chronically homeless, homeless veterans, and unaccompanied youth. It is estimated that 28.71% (2,838) of the 10,028 homeless people are chronically homeless with 67% of those chronically homeless being unsheltered. 660 are veterans (6.58%) with 79% of those being unsheltered. “Families” comprise 8.95% of total homeless population (276 families with 898 members). 1,155 (11.51%) of the homeless population are unaccompanied youth and young adults; 91% of which are unsheltered.

The City of Santa Clara saw an increase in its homeless population of 35% to 440 (up from 326).

Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including:

Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs.

The City will continue its efforts of housing homeless families through its TBRA program. The goal is to house/keep housed approximately 30 households. The City will renew its agreement with the C ounty of Santa Clara for FY2 3/24 to provide intensive case management to approximately 20 chronically homeless individuals referred by the police department. This program is funded with local funds. The County provides housing subsidies for the participant s in this program while the City uses its Successor Housing Agency funds to provide the case management and services for the program. HOME-ARP funds will be used to provide Tenant Based Rental Assistance and case management services to additional household s who are homeless or at risk. The city will also continue to offer mobile shower, laundry and case management services on a weekly basis through a partnership with WeHope Dignity on Wheels.

Addressing the emergency shelter and transitional housing needs of homeless persons.

The City will continue to fund agencies that serve homeless persons accessing emergency and transitional shelters. Much of the funding will come from CDBG for agencies providing public services such as case management. Agencies include Next Door Solutions, Bill Wilson Center, and Abode Services. The City is also exploring partnerships with the County to potentially build an interim housing site in Santa Clara.

Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again.

Particularly for chronically homeless, it is preferable for individuals to receive intensive case management rather than simple information and referral services. Case managers work to assist homeless individuals find housing, connect with resources, and receive services to maintain housing. The provision of case management is p erson-based rather than shelter-based with the goal of rapid re -housing. The goals of the County’s 2020- 2025 Community Plan to End Homelessness establish a target of creating 6,000 housing opportunities for persons who are homeless. An additional goal is for each of the 6,000 new tenants to have access to the services that will allow them to maintain that housing.

The City will continue to use HOME funds for our TBRA program . The TBRA program is a short -term solution to homelessness (unlike permanent supportive housing for the chronically homeless). The Homeless Survey has shown that families with children are not only a special need population but tend to be underrepresented in Homeless Surveys. The TBRA program will continue to focus on ass isting the homeless and at -risk of homelessness population; however, preferences towards families with children, and individuals and/or families exiting housing exclusively designated for domestic violence survivors will be given.

The City will also create a separate TBRA program using HOME-ARP funds which focus on HOME-ARP qualified populations many of which are single adult households.

Helping low-income individuals and families avoid becoming homeless, especially extremely low -income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs.

Although the City does not fund programs or activities that specifically help low -income individuals and families avoid becoming homeless who are being discharged from publicly funded institutions or who receive assistance from public or private agencies that address housing, health, social services, employment or youth needs, many of the programs and activities funded do assist in preventing homelessness as a byproduct.

Tenant Based Rental Assistance Program . M
any of the beneficiaries of the TBRA program also receive SNAP (i.e., food assistance), and all receive case management services. The program also allows for assistance to those that are housed, but on the verge of homelessness.

Homeless Prevention Program and Intensive Case Management. The City uses local funds to match county funds for a program that houses up to twenty (20) homeless individuals that are identified by the police department as high users of community resources; some of which had been discharged from facilities and/or jails. This population is also provided case management services.

Landlord/Tenant Me
diation. This program can indirectly help households stay housed through the mediation of eviction related issues.

Next Door Solutions to Domestic Violence. This program provides a safety net of housing and services to either help victims avoid homelessness or make their homeless situation shorter.

Youth needs. T
he City provides CDBG funding for family and individual counseling needs through the Bill Wilson Center which focuses on the needs of foster children. The Bill Wilson Center also assists in administering the City TBRA program.

By administering these programs, it provides The Bill Wilson Center the unique resources to identify homeless families, foster youth in their own system, and households with children in the school system that may be in need of critical needs such as housing, health, employment, education, and other social services.

Th
e City is currently working with the non-profit Homebase to complete a City-specific homeless needs assessment and strategic plan. The results of this process will help direct future funding for homeless activities and programs.

AP-75 Barriers to Affordable Housing – 91.220 (j)

Introduction
The jurisdictions within the County face barriers to affordable housing that are common throughout the Bay Area. High on the list is the lack of developable land, which increases the cost of available lands and increases housing development costs. Local opposition is another common obstacle as many neighbors have strong reactions to infill and affordable housing developments. Opposition is often based on misconceptions, such as an anticipated increase in crime; erosion of property values; increase in parking and traffic congestion; and overwhelmed schools. However, to ensure a healthy economy, the region must focus on strat egies and investment that provide housing for much of the workforce in the region – sales clerks and secretaries, firefighters and police, teachers and health service workers – whose incomes significantly limit their housing choices.

Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment.

The City identified multiple barriers to affordable housing, including income and wages that are not consistent with the rising cost of housing, a competitive rental and home market, and diminishing public funds. The City has identified multiple constraints or barriers to the affordable housing and residential investment in its draft 2023-2031 Housing Element Update, including:

- Land use controls that limit the density of housing production; and/or - Parking requirements increase the cost of housing.

Generally, the City faces the same affordable housing barriers as the rest of the Bay Area, including:

- High cost of development constrains the development of affordable housing units in favor of higher end units; and
- Lack of developable land prevents housing development and increases the price of land; and - Local opposition prevents affordable housing from being built in high-resource areas; and - Insufficient subsidies and vouchers for deeply affordable units.

Additionally, the Assessment of Fair Housing identified the following contributing factors to fair housing issues, including affordable housing, through analysis of data and community engagement feedback:

- Displacement of residents due to economic pressures
- Land use and zoning laws
- Source of income discrimination
- Community opposition
- Availability of affordable units in a range of sizes
- Availability, type, frequency, and reliability of public transportation - Lack of access to opportunity due to high housing costs - Lack of affordable, accessible housing in a range of unit sizes - Lack of affordable housing for individuals who need supportive services - Lack of assistance for housing accessibility modifications - Lack of resources for fair housing agencies and organizations - Location and type of affordable housing
- Loss of affordable housing

- Private discrimination

The Housing Element includes the following actions to remove or ameliorate barriers: Work with nonprofits to ac quire and rehabilitate distressed multi-family housing and convert it to low income housing, update the City zoning ordinance to comply with state laws on reasonable accommodations, emergency shelters, transitional and supportive housing and density bonuses, accommodation of the Regional Housing Needs Assessment for the 2015 Housing Element to maintain an inventory of housing sites appropriate for a range of income levels and for supportive housing for persons with physical and developmental disabilities, analysis of impact fees, promote construction of accessary units and low income housing types such as Single Room Occupancy units, continue to require developers of 10 or more homeowner units to provide Below Market Rate units, consider establishing an affordable housing mitigation fee for large office and industrial developments, consider a local source of affordable housing funds.

AP-85 Other Actions – 91.220 (k)

Introduction
This section discusses efforts in addressing the underserved needs, expanding and preserving affordable housing, reducing lead-based paint hazards, and developing institutional structure for delivering housing and community development activities.

Actions planned to address obstacles to meeting underserved needs One of the major obstacles to meeting the needs of the underserved is the limited amount of funding available to fund public services. The City contributes general funds to fund the tenant/landlord mediation program and the United Way 211 information line.

Actions planned to foster and maintain affordable housing The City funds Rebuilding Together Silicon Valley to administer a portion of its Homeowner Housing Rehabilitation program. The program addresses building/housing code deficiencies, abatement of hazardous conditions, repair/rehabilitation of deteriorated conditions, and accessibility for persons with disabilities, all to improve the habitability, use and occupancy of owner-occupied housing. Financial assistance is provided in the form of grants. The City also administers its Neighborhood Conservation Improvement Program (i.e., Homeowner Housing Rehabilitation Program). These projects are typically larger in scope than the projects performed by Rebuilding Together Silicon Valley.

Financial assistance is provided in the form of loans with flexible terms and below market rates.

A Memorandum of Understanding, approved by the City Council and RDA Board on November 14, 2006, directed that all RDA funds appropriated for the NCIP Program “will be committed permanently” to the NCIP Affordable Housing Rehabilitation Fund (AHRF). Any program income accruing from the expenditure of Successor Housing Agency (SHA) funds for NCIP activities would also be deposited in the AHRF. That program income will not be subject to federal restrictions or requirements. It will primarily be used for the NCIP p rogram but may be used for other activities that benefit low and moderate-income persons as long as those activities address one or more of the housing and community goals set forth in the Consolidated Plan.

The City has a Below Market Purchase Program (BMP). T his program requires developers to set aside 15% of newly constructed units for housing affordable to moderate income homebuyers. The Program is administered by HouseKeys .

The Program created an additional source of revenue to augment future housing and co mmunity objectives – the City Affordable Housing Fund (CAHF). After five years, a BMP housing unit can convert from a restricted sales price to a market price. If a BMP unit is sold after the initial 5 -year period, the City recaptures the value of the affordable purchase price discount. Proceeds are deposited in the CAHF. Use of CAHF funds is not subject to federal or state restrictions. The CAHF funds will be used for activities that benefit low and moderate -income persons and address one or more of the ho using and community goals set forth in the ConPlan and the City Housing Element.

Actions planned to reduce lead-based paint hazards
The City undertakes HUD-funded projects in accordance with the Lead -Based Paint Regulations. These regulations most commonly affect residential structures rehabilitated through NCIP. When identified, lead paint will be controlled or abated and disposed of properly to eliminate or reduce the hazard of environmental or human contamination. The City has adopted a written plan to implement the regulations in its NCIP Program and other housing rehabilitation activities.

Actions planned to reduce the number of poverty-level families

On August 22, 2017, the Santa Clara City Council approved a plan establishing the City's local min imum wage to reach $15.00 per hour by 2019. As of January 1, 2020, the City of Santa Clara minimum wage will be adjusted annually based on the regional Consumer Price Index (CPI). The City’s minimum wage as of January 1, 2023 was $17.20 per hour.

On March 24, 2017 the Santa Clara City Council unanimously passed the first worker retention ordinance in Silicon Valley.

This ordinance will provide much-needed job security to some of the most vulnerable workers. This law protects food and building service workers from mass layoffs when companies switch contractors. It requires that if a company with an office or venue in Santa Clara hires a new contractor or brings services in-house, the workers who currently work at that location must be kept on for a 90-day transition period.

The Santa Clara Unified School District (SCUSD) Adult Education Center has a CalWORKs Site Representative who acts as a liaison for participating CalWORKs students and Santa Clara County Social Services Agency. Some of these responsibilities include ensuring that all participants on campus are remaining in compliance with federal regulations, developing a welfare to work plan, reporting monthly attendance to the County for each participant, and reporting progress reports on a quarterly basis for each participant CalWORKs student to the County. In addition to the Site Representative, the Adult Education Center has a Career Advisor for CalWORKs students to help them in job placement, resume development, and interviewing skills.

Actions planned to develop institutional structure
The City will continue its participation in the CDBG Coordinators Committee, which increasingly has become a forum for discussion and active planning of common strategies to address the housing and community needs in Santa Clara County.

The City is also allocating additional staffing capacity to work on HUD-related activities.

Actions planned to enhance coordination between public and private housing and social service agencies The City will continue its efforts to encourage consortium-building among housing developers, public service providers, and governmental and non-governmental entities. The City has achieved proven results in using federal funds to leverage private funds. The City participates in the quarterly meetings of the Supportive Housing Roundtable, which includes government agencies, housing developers, service providers, legal services and private funders.

Discussion
In 1983, the City of Santa Clara joined with several other cities to create the North Valley Job Training Consortium (NOVA) in response to the federal Workforce Investment Act. The consortium is a private/public partnership made up of representatives of local government, business and industry, labor, education and training systems, employment services, and community support organizations. The NOVA Workforce Board was established to guide the agency in its mission to deliver employment and training services that enhance the ability to live and work in Silicon Valley. Many of the se rvices and programs provided by NOVA target disadvantaged youth and adult populations, who may have limited education and/or barriers to employment. NOVA is a partner in the CONNECT! Job Seeker Center, a comprehensive resource center opens to all job seekers, which offers computer access, a resource library, resume assistance and job search workshops.

AP-90 Program Specific Requirements – 91.220 (l) (1,2,4)

Introduction

Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(l) (1)

Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out.

Other CDBG Requirements

1. The amount of urgent need activities. 0

2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. 100.00%

1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed
0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the strategic plan. 0 3. The amount of surplus funds from urban renewal settlements. 0

4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan.
0 5. The amount of income from float-funded activities 0 Total Program Income 0

HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(l) (2)

A description of other forms of investment being used beyond those identified in Section 92.205 is as follows:

1. The City does not use HOME funds beyond those identified in Section 92.205.

Homeowner Equity – for purposes of this policy, it is defined as the sum of the down -payment, principal paid, and homeowner improvements. Home Equity – for purposes of this policy, it is defined as the amount of HOME investment, adjusted as follows: (1) The HOME investment amount would be reduced if, at the time of the homeowner purchase, the market price is less than the cost of construction, b y the amount of that difference; and (2) Beginning after six years of residency by the original buyer, the City would reduce its share of excess proceeds by a maximum of 10% for each additional full year the original buyer resides in the home. After the completion of 15 years of residency by the original buyer, the City would have no interest in recapturing any portion of its original HOME investment.

In the event of a sale of a HOME-assisted house during the 15-year HOME affordability period, sales proceeds would be distributed in the following order of priority:

a. Closing costs.
b. Primary mortgage loan (City or private lender).
c. Other loans superior to the HOME investment lien (if any have been approved by the City).

The remaining funds are considered Shared Net Proceeds under the HOME regulations and would be distributed in the following order of priority:

d. Homeowner Equity, or the amount of Shared Net Proceeds, whichever is less. e. Homeowner Shared Net Proceeds. This amount will be the greater of: (1) Homeowner Equity that was paid as described above; or (2) proportionately of the Shared Net Proceeds, according to the formula - Homeowner Equity, divided by the sum of Homeowner Equity plus HOME Equity. f. HOME investment. The remainder o f the Shared Net Proceeds. If the remaining Shared Net Proceeds are insufficient to repay the full amount of the HOME investment, the City would forgive any of the HOME investment that could not be repaid from the remaining Shared Net Proceeds.

2. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds. See 24 CFR 92.254(a)(4) are as follows:

The City will not carry out Home buyer activities in PY 23/24. A description of the guidelines that will be used for resale or recapture of HOME funds , if used for homebuyer activities as required in 92.254, are as follows: The City secures its HOME funds by recording Deeds of Trust on the title of the property that received the funding. The period of affordability would be a minimum of 15 years.

3. Pl
ans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 C FR

92.206(b), are as follows:

The City does not have any plans to use HOME funds to refinance existing debt on multi-family.

4. HOME funds may be allocated to affordable housing capital projects in contiguous jurisdictions.

The City does not plan on using HOME funds to refinance existing debt.

Discussion
CHDO set-aside funds. The City of Santa Clara will consider providing assistance to affordable housing developments in contiguous jurisdictions using CHDO set-aside funds.

TBRA assistance. While it would be ideal for participants to locate housing within the c ity limits, the program will allow participants to find housing located anywhere within the County of Santa Clara.

95% After Rehab Valuation

The City of Santa Clara may use HOME funds for acquisition purposes. Per CFR 24 92.254 (a)(iii), the City has chosen to determine separate limits for existing housing than the given median purchase price issued by HUD. City staff researched the Multiple Listings Service (MLS) to determine the number of single-family and multi-family home sales. There were less than 250 sales per months; thus, per 24.92.254 (a)(iii), we were required to compile 3 months of sales figures. The following details the home sales in Santa Clara over the most recent three (3) months for single-family homes and multi- family homes at the time of publication.

Liberty Tower Elevator Replacement

CONTRIBUTION AGREEMENT

SUMMARY PAGE

Agency: Santa Clara Methodist Retirement Foundation

Project: Capital Improvement – Elevator Replacement at Liberty Tower

Description: Liberty tower is a senior -only affordable rental housing development in the City of Santa Clara. The project is the replacement of a freight elevator, a passenger elevator and all related electrical systems.

Funding Source: Community Development Block (CDBG) – CDFA #14.218

Grant Number: B-23-MC-06-0022 Project No.: CDI-23-C01

Total Grant Award: $750,000 (Not to Exceed)

Agreement Term: Start Date: 07/18/2023 End Date: 04/30/2024

Affordability Period: Start Date: 05/1/2024 End Date: 05/1/2034

PARTIES TO AGREEMENT:

ORGANIZATION CITY OF SANTA CLARA
Organization Name: Santa Clara Methodist
Retirement Foundation
Housing & Community
Services Division
Address for Legal
Notice (city/state/zip)
890 Main Street
Santa Clara, CA 95050
1500 Warburton Avenue
Santa Clara, CA 95050
Attention: Kathy Betts
Director of Operations
Adam Marcus
Housing Division Manager
Email Address: [email protected] [email protected] Telephone No.: (408) 243-6226 (408) 615-2491
Project Contact: Kathy Betts (408) 850-6155
Tax ID 94-2205588
Federal Unique ID # FEQLKRTY5M34
Type of Entity: 501 (c) 3 public benefit corp.

State of Incorporation
or Residency:

California
Ebix Insurance # S20002312

1 Liberty Tower Elevator CIP Agreement FINAL DRAFT

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Santa Clara Methodist Retirement Foundation, Inc., a California non- profit corporation, (“Organization”) City and Organization may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Works and Performance”.

B. Organization represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses, and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT PROVISIONS

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

Exhibit A: Scope of Work and Performance Measures
Exhibit B: Budget Summary and Payments Requirements
Exhibit C: Insurance Requirements
Exhibit D: Special Grant Conditions
Exhibit E: Ethical Standards and Affidavit of Compliance Exhibit F: MBE/WBE Guidelines
Exhibit G: Section 3 Guidelines
Exhibit H: Use Restriction Agreement
Exhibit I: Promissory Note
Exhibit J: Deed of Trust

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This Agreement, including the Exhibits set forth above, contains all the Agreement’s, representations and understandings of the Parties, and supersedes and replaces any previous Agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

Upon Organization’s compliance with the terms and conditions of this Agreement, City will contribute to Organization the amount set forth in this Section. The Grant Funds shall not be used for any other purpose than to pay expenses (or if said expenses have already been paid by Organization, then for reimbursement of same to Organization) related to the purpose of the Grant, as set forth in Exhibit A. None of the City’s Contribution will be used to pay for any expenses of Organization incurred before the start of the Term of Agreement. All work performed or materials provided in excess of the maximum compensation or work performed or materials provided that are deemed ineligible shall be at the Organization’s expense

3. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 18, 2023, and terminate on April 30, 2024.

The City reserves the right at its sole discretion, and subject to funding and City Council appropriation, to extend the term of this Agreement Unless otherwise mutually agreed upon by the Parties, the Scope of Services (Exhibit A) shall remain the same under any extension of the Agreement.

4. PROPERTY USE RESTRICTIONS
A. Affordability Restriction.

The Organization must execute the 10-year affordability agreement, attached hereto as Exhibit H, restricting the use of the property where the Project is located. The Affordability Agreement shall impose restrictions commencing on May 1, 2024 and terminating on May 1, 2034. The Organization agrees to record

3 Liberty Tower Elevator CIP Agreement FINAL DRAFT
this Use Restriction against the property where the Project is located upon written request of City.

The Organization agrees that improvements shall be used to provide services for low-income persons at or below 80% of area median income (AMI). The Organization agrees to maintain the use in accordance with all applicable CDBG program requirements for the term of this Use Restriction. The Grant Award is conditioned upon the Organization maintaining the CDBG -use for a period not less than ten (10) years.

The Organization hereby warrants, represents, and agrees that it shall not interfere with, terminate or otherwise discontinue CDBG -use during the term of this Affordability Agreement. If Organization terminates or otherwise suspends the CDBG -use during the ten ( 10) years of the term of the Affordability Agreement, the Organization agrees it shall be immediately obligated to refund to the City all of the Grant funds awarded unless the City and the Organization otherwise agree in writing. If Organization terminates or otherwise suspends the CDBG Use between the second (2 th) and the fifth (5 th) years of the Term, Organization agrees it shall be immediately obligated to refund to CITY a pro- rated portion of the Grant Award funds unless the City and the Organization otherwise agree in writing.

B. Promissory Note.

The Organization shall execute a Promissory Note (the “Note”) in a form acceptable to the City for the amount determined in accordance with provision set forth in this Agreement. The Note shall become due and payable:
i. U pon sale of the property located at 890 Main Street in Santa Clara, CA by the Organization prior to May 1, 2034; or
ii. U pon a change in the use of the property by the Organization prior to the end of the Affordability Restriction Agreement to a use which is not an “eligible activity” under the Acts and Regulations issued by HUD pursuant thereto; or
iii. U pon a default or breach under the Promissory Note, Deed of Trust , or this Grant Agreements, and any exhibits thereto, including without limitation the Use Restriction Agreement.

The parties expressly agree that no sum shall be due and payable under the Note if, on May 1, 2034, the contingencies set forth as “(i)”, “(ii), and “(iii)” in the preceding paragraph have not occurred. At the end of the Use Restriction Term, the note and any liabilities or obligations, or both, arising therefrom, whether expressed or implied, shall be deemed null and void, and the Note shall be canceled without further act by any party hereto, unless the City has exercised its rights under the Deed of Trust, prior to the end of the Affordability Restriction.

4 Liberty Tower Elevator CIP Agreement FINAL DRAFT
C. Deed of Trust
The Promissory Not e shall be secured by a Deed of Trust (the “Deed of Trust), in a form acceptable to the City on the Property that is more fully described in EXHIBIT J, attached hereto and incorporated herein by reference. In the event that the contingencies set forth in the preceding section do not occur, the City shall record a Full Reconveyance on the Property.

D. Conditions
T
he use of the property will be in accordance with all applicable City regulations and ordinances, as well as the CDBG national objectives and eligible activity provisions of the Housing and Community Development Acts, further defined in 24 CFR Part 570.200. The specific CDBG National Objective met by this Project is described in EXHIBIT A.

5. SCOPE OF WORK
Organization shall perform the work as specified in detail on EXHIBIT A ent itled “Scope of Work and Performance Measures” and shall comply with the terms and conditions of this Agreement.

6. REPROGRAMMING OF FUNDS
A
mendments to the terms and conditions of this Agreement shall be requested in writing by the Party desiring such revision, and any such adjustment to this Agreement shall be determined and effective only upon the mutual agreement in writing of the Parties hereto unless the amendments are made by HUD, in which case they will be adopted as ordered.

A. Initiated by City: City may re -c
hannel funds budgeted in one cost category
into another cost category of the Program. Before re- channeling funds, the City will give the Organization ten ( 10) business days written notice of the re-channeling of funds along with a copy of an expenditure review for the Program. City shall make its final determination with respect to the re- channeling of funds only after Organization has been given an opportunity to present its views and recommendations. In no event shall the City be bound to accept Organization's views or recommendations.

B. Initiated by Organization: The City's Program Manager may, at the request of Organization, approve re-channeling of funds from any cost category(ies) to another at any time provided that there is not an increase in the overall Total Budget amount specified in Exhibit B of this Agreement.

Approval by the City’s Program Manager of such rechanneling of funds must be in writing.

5 Liberty Tower Elevator CIP Agreement FINAL DRAFT

7. PROGRAM COORDINATION
A. CITY: The Housing and Community Services Manager or his/her designee, shall be the Program Manager on behalf of City and shall render overall supervision of the progress and performance of this Agreement by City. All services to be performed by City shall be under the overall direction of the Program Manager.

B. ORGANIZATION: Organization shall assign a single Program Director who shall have overall responsibility for the progress and execution of this Agreement. Should circumst ances or conditions subsequent to the execution of this Agreement require a substitute Program Director, Organization shall notify City immediately of such occurrence. Program Director and Organization staff will fully cooperate with City's Program Manager relating to the Program, areas of concern, and the impact of Program on residents of City.

C. NOTICES: All notices or other correspondence required or contemplated by this Agreement shall be sent to the Parties at the following addresses:

City: Housing and Community Services Division
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
and via email at: [email protected]

Organization: Santa Clara Methodist Retirement Foundation Kathy Betts
890 Main Street
Santa Clara, CA 95050

8. ACCOUNTING AND FINANCIAL RECORDS
Organization shall establish and maintain at all times, on a current basis in connection with the provision of Project, an adequate accounting system in accordance with generally accepted accounting principles and standards and acceptable to Director covering all revenues, costs, and expenditures with respect to Organization’s performance under this Agreement. Organization shall maintain its accounting system and shall provide City with reports that separate costs and expenses incurred by Organization with City funds as distinguished from costs and expenses paid for from other funding sources.

6 Liberty Tower Elevator CIP Agreement FINAL DRAFT

9. REPORTING REQUIREMENTS
Organization shal l submit reports related to Organization’s performance under this Agreement prepared in accordance with EXHIBIT A and, to the extent applicable.

The format of the reports shall be as provided in this Agreement unless otherwise directed by the Director. A final report shall be delivered to City prior to expiration of this Agreement, as may be further described in EXHIBIT A

10. RIGHT OF EXAMINATION AND AUDIT AND PRESERVATION OF RECORDS Organization agrees that the City Manager, Auditor, Attorney or the Director, or any of their duly authorized representatives, shall have access to and the right to examine all facilities and activities of Organization related to Organization’s performance of this Agreement, including the right to audit, conduct further financial review, examine and make excerpts or transcripts of all contracts, subcontracts, invoices, payroll records, personnel records, and all other data or financial records relating to matters covered by this Agreement at any time during the term of this Agreement. Organization shall cooperate with City in such audit, examination, further review and shall provide City with access to Organization’s staff and to all relevant records, documents, and data, including but not limited to, management letters, board minutes, and payroll

11. INSURANCE
Prior to the commencement of any of the activities described in this Agreement and duri
ng its entire term, the Organization shall provide and maintain, in full force and effect, the insurance requirements set forth in the attached EXHIBIT C not later than the date of execution of this Agreement All policies, endorsements, certificates and/or binders shall be subject to approval by the Risk Manager of the City as to form and content. These requirements may not be amended or waived unless approved in writing by the Risk Manager. Organization agrees to provide City with a copy of said policies, certificates and/or endorsements upon execution of this Agreement.

12. OBLIGATIONS OF ORGANIZATION
A. Cooperation of Organization. O
rganization shall:
i. Provide City, prior to the Effective Date of this Agreement, and, at all times during the Agreement period, within thirty (30) days of a change in status of any of the following documents, with:
a. A copy of Articles of Incorporation under the laws of the State of California.
b. A copy of current Bylaws of Organization.

7 Liberty Tower Elevator CIP Agreement FINAL DRAFT
c. Verification and documentation of Internal Revenue Service nonprofit status under Title 26, Section 501(c) of the Internal Revenue Code. d. Verification and documentation of State of California Franchise Tax Board tax exempt status under Section 23701(d), of the California Revenue and Taxation Code.
e. Names and addresses of current Board of Directors of Organization. f. A copy of the adopted personnel policies and procedures including an Affirmative Action Plan if staff exceeds fifteen (15) employees; and, g. An organizational chart and staffing profile.
ii. Report in writing any changes in the Organization 's Articles of Incorporation, Bylaws, tax exempt status and/or Board membership immediately to the City's Program Manager or his/her designee. iii. Maintain no greater than forty nine percent (49%) of the Board of Directors as “interested persons” under this Agreement. For the purposes of this Agreement, “interested persons” means either:
a. Any person currently being compensated by the Organization for services rendered to the Organization within the previous twelve (1 2) months, whether those services were rendered as a full or part time employee, independent contractor or otherwise, excluding any reasonable compensation to a director as a director; or, b. Any brother, sister, ancestor, descendant, spouse, brother -in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father -in- law of any such person.
iv. Include on the Board of Directors representation from the broadest possible cross section of the community, including those with expertise and interest in the Organization's services, representatives from community organizations interested in the Organization's services, and users of the Organization's services.
v. Open to the public all meetings of the Board of Directors, except meetings, or portions thereof, dealing with personnel or litigation matters. vi. Keep minutes, approved by the Board of Directors, of all regular and special meetings. (A copy of approved minutes shall be forwarded to the City's Program Manager).
vii. Encourage public participation in planning and im plementing services provided under this Agreement.

8 Liberty Tower Elevator CIP Agreement FINAL DRAFT
viii. Comply with 2 CFR § 200.321(b) and the City of Santa Clara Disadvantaged Business Enterprise Program, available from the City’s Program Manager, regarding the use of minority and/or female owned businesses, vendors, suppliers, and contractors to the maximum extent feasible, for items funded under this Agreement.

B. Program Performance of Organization. O
rganization shall:
i. Submit to City performance criteria and schedule of activities describing measurable annual goals and objectives of the Program incorporated in this Agreement as Exhibit A.
ii. Submit to the City, on the prescribed form, a line-item operating budget of the Program to be incorporated in this Agreement as Exhibit B , titled “Budget Summary and Payment Requirements”, attached hereto and incorporated herein by this reference.
iii. Obtain completed intake documents for each City of Santa Clara resident receiving services under this Agreement. Such forms shall be approved by the City and shall be made available for review during the monitoring process.
iv. File reports (on forms approved by City) with the city on the type and number of services rendered to beneficiaries through the operation of the Program. Such reports shall evaluate the manner in which the Program is achieving its objectives and goals according to standards established by City. The reports shall be due within ten (10) business days after the end of each reporting period and shall cover the time immediately preceding the date on which the report is filed.
v. Provide a completed Program evaluation survey from a representative sampling of beneficiaries served. The results of this survey shall be periodically reviewed and approved by the Organization’s Board of Directors. Format of survey documents shall be subject to the approval of the City's Program Manager. Forms shall be held at Organization's administrative offices and shall be made available for review by City during the monitoring process.
vi. Coordinate its services with existing organizations providing similar service in order to foster community cooperation and to avoid unnecessary duplication of services.
vii. Seek out and apply for other sources of revenue in support of its operation or services from county, state, federal and private sources. viii. Include an acknowledgement of City support on all appropriate Program publicity and publications using words to the effect that services are funded by the City of Santa Clara. Any Program publicity acknowledging

9 Liberty Tower Elevator CIP Agreement FINAL DRAFT
City funding that is produced during the Agreement period shall be reviewed by City prior to any public release.
ix. Organization represents and warrants that it has the authority to enter into this Agreement. Organization further represents and warrants that its signatory to this Agreement is authorized to execute this Agreement on Organization’s behalf.
x. Comply with the City’s Ethical Standards as set forth in EXHIBIT E.

13. OBLIGATIONS OF CITY
A. Monitoring for Compliance with Agreement : Consistent with the applicable sections of 24 CFR §§ 570.501-502 and 2 CFR § 200.328, the city will evaluate the Program based on compliance with the Agreement, semi -annual reports received from Organization, and on- site monitoring of client and s ervice-based data.

B. Method of Payment: C ity shall reimburse Organization for all allowable costs and expenses incurred in providing the Program during the Agreement period, not to exceed the total sum of Seven Hundred Fifty Thousand Dollars ($750,000).

The City may, at any time and in its absolute discretion, elect to suspend or terminate paym
ent to Organization, in whole or in part, under this Agreement or not to make any particular payment under this Agreement in the event of unsatisfactory performance or noncompliance. Reimbursement shall be initiated quarterly, or other time period approved by the City, upon submission of invoices and appropriate documentation

14. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS City and Organization bind themselves, their successors and assigns to all covenants of this Agreement.

A. The relationship of Organization to City is that of an independent contractor.

Organization has full rights to manage its employees subject to the requirements of the law. All persons employed by Organization in connection with this Agreement shall be employees of Organization and not employees of City in any respect. Organization shall be responsible for all employee benefits, including, but not limited to, statutory worker's compensation benefits.

B. None of the work or services to be performed hereunder shall be delegated or subcontracted to third parties without prior written City approval.

C. No subcontractor of Organization will be recognized by City as such. All subcontractors are deemed to be employees of Organization, and Organization agrees to be responsible for their performance and any liabilities attaching to their actions or omissions.

10 Liberty Tower Elevator CIP Agreement FINAL DRAFT
D. Organization will monitor any subcontractors to ensure compliance with t he terms and conditions of this Agreement and provide records of their compliance as requested.

E. Organization assures that the subcontractor(s) maintain(s) current licensure and indemnity insurance appropriate for obligations undertaken by subcontractor(s) and provides copies of such to City.

F. Organization will provide City with records of reimbursement to subcontractor(s) for obligations incurred under subcontract.

G. City has the right to refuse reimbursement for obligations incurred under any subcontract that does not comply with the terms of this Agreement.

H. Organization shall “hold- back” a ten percent (10%) retention from invoice submissions from subcontractors. Retention funds shall be paid out to subcontractors after a Notice of Completion has been recorded for at least 35 days, or until all lien releases are received, and all local, federal, and state requirements have been certified and completed.

15. COMPLIANCE WITH LAW
A. Compliance:

Organization shall become familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations, and decrees, including, but not limited to, those federal rules and regulations outlined in Exhibit D, titled “ Special Grant Conditions ”, attached hereto and incorporated herein by this reference.

B. Assurances: F
ailure Organization, in any manner, to observe and adhere to law as described herein or as amended shall in no way relieve Organization of its responsibility to adhere to same and Organization herein acknowledges this responsibility. Organization shall hold City, its City Council, officers, employees and boards and commissions harmless from Organization's failure(s) to comply with any requirement imposed on Organization by virtue of the utilization of City funds. Organization shall reimburse City for any disallowed costs and/or penalties imposed on City because of Organization's failure to comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees.

16. INTEGRATED DOCUMENT
T
his Agreement embodies the Agreement between City and Organization and its terms and conditions. No verbal agreements or conversations with any officer, agent or employee of City prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement.

Any such verbal agreement shall be considered as unofficial information and in no way binding upon City.

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17. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Organization agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liabili ty, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way Organization receipt of funds pursuant to this Agreement – including claims of any kind by Organization’s employees or persons contracting with Organization to perform any portion of the Scope of Work and Performance Measures as outlined in Exhibit A – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole will ful misconduct of City; the obligation to defend is not similarly limited.

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

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

18. WHEN RIGHTS AND REMEDIES WAIVED
In no event shall any payment by City hereunder constitute or be construed to be a waiver by City of any breach of covenants or conditions of this Agreement or any default which may then exist on the part of Organization, and the making of any such payment while any such breach or default shall exist shall in no way im pair or prejudice any right or remedy available to City or Organization with respect to such breach or default.

19. TERMINATION
A. In accordance with 2 CFR § 200.338, the City may suspend or terminate this Agreement if the Organization materially fails to comply with any terms of this Agreement, which include, but are not limited to;

12 Liberty Tower Elevator CIP Agreement FINAL DRAFT
i. Organization fails to comply with existing conditions of the Agreement; or, ii. Organization refuses to accept any additional conditions that may be imposed by City or the Federal government; or,
iii. With receipt by City of any information that indicates a failure or deficiency by Organization to comply with any provision of this Agreement or provide unsatisfactory service, the City shall have the right to require correcti ve action to enforce compliance with such provision; or,
iv. Organization fails to implement required corrective actions in a timely and sufficient fashion.

B. Termination for Convenience: Consistent with the applicable section of 24 CFR § 570.503 and 2 CFR § 200.326, City or Organization may terminate or suspend this Agreement in whole or in part when both Parties agree that the continuation of the Program would not produce beneficial results commensurate with the further expenditure of funds.

C. Upon Suspension or Termination Organization Shall
i. Not incur new obligations and shall cancel as many outstanding obligations as possible; and,
ii. Be paid only for services actually rendered to City to the date of such suspension or termination; provided, however, if this Agreement is suspended or terminated for fault of Organization, City shall be obligated to compensate Organization only for that portion of Organization's services which are of benefit to City; and,
iii. Turn over to City immediately any and all copies of studies, reports and other data, prepared by Organization or its subcontractors, whether or not completed, if any, in connection with this Agreement; such materials shall become property of City. Organization, however, shall not be liable for City's use of incomplete materials or for City's use of complete documents if used for other than the services contemplated by this Agreement; and, iv. Act in accordance with the Closing Out Procedure.

20. CLOSING OUT PROCEDURE
A. Organization is responsible for City's receipt of final billing by after the completion of the Agreement period. Any amount of the grant remaining unbilled after the applicable date will be reprogrammed by City.

13 Liberty Tower Elevator CIP Agreement FINAL DRAFT
B. City is not liable for any Organization expenses incurred after the Agreement period of this Agreement.

C. Closing Out does not impair the City's right to subsequently require repayment by Organization for disallowed costs or other adjustments, or any other City costs and expenses related to this Agreement or the enforcement thereof.

21. THE CAPTIONS
The captions of the various sections, paragraphs, and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation.

22. NO THIRD-PARTY BENEFICIARY
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever.

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

If any part of this Agreement is for any reason found to be unenforceable by a court of competent jurisdiction, all other parts nevertheless remain enforceable. CITY and Organization agree that to the extent that the exclusion of any unenforceable provisions from this Agr eement affects the purpose of this Agreement , then the parties shall negotiate an adjustment to this Agreement in order to give full effect to the purpose of this Agreement or either party may terminate this Agreement.

24. NO PLEDGING OF CITY’S CREDIT
Under no circumstances shall Organization have the authority or power to pledge the credit of City or incur any obligation in the name of City. Organization shall save and hold harmless City, its City Council, its officers, employees, and boards and commissions for expenses arising out of this Agreement.

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

14 Liberty Tower Elevator CIP Agreement FINAL DRAFT

26. VENUE
In the event that suit shall be brought by any Party to this Agreement, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District of California, Santa Clara Division.

27. ORGANIZATION FINANCIAL DISCLOSURE REQUIREMENTS
Organization services to be rendered under the provisions of this Agreement are excluded from the requirement of filing a Financial Disclosure Statement by Title 2, California Code of Regulations, Section 18700 (2)(A) and (B).

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

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15 Liberty Tower Elevator CIP Agreement FINAL DRAFT
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation

Approved as to Form: Dated:

Glen R. Googins
City Attorney

Jōvan D. Grogan, City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

“CITY”

SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.
a California nonprofit corporation

Dated:

By:

Name: Priscilla J. Haynes
Title: Executive Officer
Local
Address: 890 Main Street
Santa Clara, California 95050
Email
Address: [email protected]
Telephone: (408) 374-9511
Fax:
“ORGANIZATION”

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT A

SCOPE OF WORK AND PERFORMANCE REQUIREMENTS

1.01 P urpose of Project
Organization shall implement this Agreement in accordance with the applicable provisions of Title I of the Housing and Community Development Act of 1990, as amended, the federal regulations as set forth in 24 CFR Part 570, written interpretations, or requirements by the Department of Housing and Urban Development (HUD), and all other rules and regulations pertaining thereto. All these elements shall be collectively called "CDBG".

The purpose of this Project is to modernize the aging elevators at 890 Main Street (a.k.a, Liberty Tower) constructed in 1973. The scope of work will encompass elevator modernization/replacement and improvements to the related systems.

Scope of Work
Electrification
A new microprocessor-based control system shall be provided to perform the functions of safe elevator motion. Included shall be all of the hardware required to connect, transfer and interrupt power, and to protect the motor against overloading. Each controller cabinet containing memory equipment shall be properly shielded from line pollution. The microcomputer system shall be designed to accept reprogramming with minimum system down time. All high voltage (110V or above) contact points inside the controller cabinet shall be protected from accidental contact in a situation where the controller doors are open. The microprocessor-based control system shall utilize on-board diagnostics for servicing, troubleshooting, and adjusting without requiring the use of an outside service tool.

24/7 Emergency Communications which meets the intent of IBC 2018 and ASME A17.1 2019 code. In addition to the two- way audio communication, it allows for text based two-way communication between the elevator cab and a Customer Care Center as well as means to visually verify if the cab is occupied when an emergency call is placed.

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Liberty Tower Elevator CIP Agreement
Fixtures & Doors
New signalization. New door panels that are UL fire rated to 1.5 hours.

A new car door operator shall be installed and arranged to automatically open and close the car door panel. The opening and closing shall be made smoothly and shall be cushioned at both final limits of travel. The door operator shall be arranged so that, in the event of a power failure of the operating circuits, the car doors cannot be readily opened by hand from within the elevator cab. The elevator shall not be able to move away from a landing until the car door panel is fully closed. The car door shall be equipped with a contact, which will prevent operation of the car unless the car door is closed. The contact shall be of the approved type and tested as required by code.

Shaft Equipment
New guide shoes and buffers. Buffers will be of the proper capacity rating and stroke as required by Code.

Hydraulic Equipment
New field pipe and/or accessories

Power Unit
A hydraulic power unit, especially designed and manufactured for this service, will be furnished. The motor and pump will be submersed under the oil inside the tank in order to provide for sound isolation. A muffler, designed to reduce pulsation and noise which may be present in the flow of hydraulic oil, will be provided in the oil line at the top of the pump.

Jack Unit
The elevator will be raised to a convenient point in the hoist way and then secured. The piston will be disconnected and lowered until it r ests on the cylinder head and all oil from the hydraulic line and tank will be drained from the system. The existing piston and cylinder will then be removed.

1.02 Location of Project
Unless otherwise indicated, the Project specified below will be offered at the following location:

Site Name Site Address

Liberty Tower

890 Main Street
Santa Clara, CA 95050

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Liberty Tower Elevator CIP Agreement

1.03 Project National Objective and Eligibility
All activities funded with CDBG funds must meet one of the CDBG program’s National Objectives: benefit low - and moderate- income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR § 570.208.

1.04 HUD Ob
jectives and HUD Outcomes
The Organization certifies that the activity(ies) carried out under this Agreement will Create Suitable Living Environments by meeting the Consolidated Plan Goal of Providing Affordable Housing through rehabilitation of affordable multi-family rental housing.

Matrix Code 14B
National Objective LMH Low/Mod Housing
Accomplishment type Rehab; Multi-Unit Residential
HUD Objective Provide Affordable Housing
HUD Outcome Create Suitable Living Environments
Project meets the National Objective of benefiting low - and moderate-income persons. Eligible clients under this Agreement shall be senior residents of the City of Santa Clara . Seniors are recognized by HUD as a population of presumed benefit.

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Liberty Tower Elevator CIP Agreement

1.05 Project Timeline.

The timeline below constitutes the measurable goals by which Project performance will be evaluated. Activities are identified for each type of Project Identify target dates (month/year) for all items that apply to the Project. If an activity is already completed, write the date (month/year) that it was completed.

Work Phase Completion
Date

Pre-Development Phase.

Complete Environmental Review process DONE
Complete/submit the draft of Design and Architecture
Drawing Plan and Project Specifications to City for review and approval (if applicable)
n/a
Housing approves the Project Plan/Drawing n/a
Submit the Final Architecture Drawing/Plan to the Building Department to review and issuance of permits
n/a
Pre-Construction Meeting with Grantee – Discuss bid
process, procurement, project, timeline, etc.
6/1/2023

Constructions Phase.

Modify Project Specifications for Bid Package 6/15/2023 Prepare Bid Package for construction 6/30/2023
Provide the Prevailing Wage Decision for bid package 7/1/2023 Place a short advertise for bids in newspapers (at least 21 days before bid opening)
7/15/2023
Pre-Bid Conference or Walk-Thru (Not Mandatory) 8/1/2023 Bid opening 8/15/2023
Select the Bidder 8/30/2023
Pre-Construction meeting (Mandatory for parties involved) 9/15/2023 Complete Construction Contract (AIA Agreement) 10/15/2023 Sign Contract (AIA Agreement) 10/30/2023
Issue Notice to Award/Proceed 11/10/2023
Obtain necessary permits 11/30/2023
Begin construction 12/01/2023
Finish construction 02/28/2024
Building Permit sign-off 03/15/2024
Issue and Record the Notice of Acceptance or Notice of
project completion (send a conforming copy to Housing)
03/31/2024

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Liberty Tower Elevator CIP Agreement

1.06 Project Implementation.

Organization shall have full responsibility to procure and to monitor the performance of contractors and subcontractors hired, with technical assistance provided by the City as needed, subject to the following requirements:
1) Organization or Organization’s representative shall describe its method of procuring contractors. This procurement plan shall be subject to written approval by City.
2) Organization shall prepare a scope of work, describing the various development and construction activities to be undertaken. This scope of work shall be approved, in writing, by City, before any financial commitments to contractors are entered into by Organization. 3) Organization shall develop bid/proposal documents for all contractors.

These documents shall be approved by the City, in writing, prior to public release.
4) Organization shall obtain required permits and plan approvals before undertaking any construction work.
5) The City shall comply with state prevailing wage reporting requirements.

Contractors and subcontractors shall be registered with the Department of Industrial Relations (DIR) prior to submitting any bid documents.

1.07 Reporting Requirements.

On a format prescribed by the City, the Organization must submit the following reports:
1) Semi-P roject Status Reports . At the end of the 2 nd and 4 th quarters, Organization shall provide the Project Status Report to the Housing and Community Services Division an updated Project status until the Project completes.
2) Reporting Schedule. All required reports shall be submitted to the no later than fifteen (15) calendar days after the end of the second quarter and no later than fifteen (15) calendar days after the end of the fourth quarter.
3) Annual Report. At the end of each fiscal year during the 10- yea r use period, Organization shall submit an Annual Report that certifies clients benefiting from services provided on site continue to be Low - and Moderate-Income persons.

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Liberty Tower Elevator CIP Agreement
4) Unduplicated Participants. For purposes of this Agreement, UNDUPLICATED PARTICIPANTS shall be defined as participants who receives more than one service offered by this project, and at least once a year but who may not be counted more than once in that year.

Organization shall retain records documenting eligibility. Such r ecords shall include family size, total household income, gender head of household, race, ethnic and disability data.

Year 1 Year 2 Year 3 Year 4 Year 5 Total
Total Client serve after project
completion
101 101 101 101 101 505

1.08 Cost Reimbursement.

Project will be reimbursed based upon the percentage of work completed on approved invoices submitted pursuant to this Agreement. Requests for reimbursement will be made on a form and in manner prescribed by the City under provisions as set forth in EXHIBIT B , entitled “ Budget Summary and Payments Requirements”.

1.09 Final Payment/Close-Out P
roject Requirements
Organization will ensure that the following documentation is provided to the City in a timely manner:
1) Closeout Construction Certificate of Substantial Completion 2) Complete Certification of Completion Form
3) Certification of Final Design Letter
4) Closeout Construction Insurance Notification
5) Closeout Construction Certificate of Occupancy Closeout Construction 6) Closeout Construction Photos & Brief Description
7) Unconditional Lien Release for Final Payment from the General Contractor and all the Sub-Contractor(s)
8) Recorded of Notice of Completion Report
9) Final Progress Report: (The report shall include a summary of progress toward the achievement, a list of significant results (positive or negative).

I I

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT B

BUDGET SUMMARY AND PAYMENT REQUIREMENTS

1.01 Budget Summary.

BUDGET CATERGORY CDBG
Request
Other
Funds
Total
Project
Cost
Predevelopment Costs
Environmental Review Assessment
Planning Design, or Architectures Costs 25,550 25,550
Permits Fees TBD TBD
Construction Manager costs
Admin costs

SUBTOTAL
Construction Costs
Construction Materials Costs
Bolt-in Fixtures Costs
General Construction Costs
Landscaping Costs
Site Improvements 750,000 75,000 825,000
Plumbing,
Electrical
SUBTOTAL 750,000 100,550+ 850,550+
Admin & Project Delivery Costs
Addendum 1
Addendum 2
Addendum 3

SUBTOTAL
TOTAL PROJECT COSTS 750,000 100,550+ 850,550+
*Attach one page listing construction components included in the Primary Construction and/or elements included in the Other Construction category (physical improvement projects only). TBD – Permit Fees and Plan Check fees not identified as of yet **Federally funded projects must meet all ADA requirements.

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Liberty Tower Elevator CIP Agreement

1.02 Payments Process.
1) City agrees to reimburse Organization for the expenses incurred as set forth in this Agreement in an amount of money not to exceed the amount set forth in this Agreement . Such sum shall be expended and paid by City to Organization on a reimbursement basis for expenses actually incurred and paid by Organization during the term of this Agreement for the cost categories appearing in EXHIBIT B, as described in subsection B below.
2) Payments to O rganization shall be made within thirty (30) days of:
a. R eceipt by City of statement or statements in a form approved by City specifying in detail the costs incurred by and paid by Organization during the month for which payment is requested; and,
b. D ocuments evidencing these costs, including but not limited to, paid invoices,’ and the determination by City, in its sole discretion, that expenses for which Organization seeks reimbursement can properly be paid under this Agreement and such statement(s) and supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by Organization. In making such determination, City may, but need not, rely upon the certification by Organization that the items appearing on said statement and supporting documents are eligible items for reimbursement under this Agreement. Such determination by City shall in no way constitute a waiver by City of its right to recover from Organization the amount of money paid to
Organization on any items which is not eligible for payment under this Agreement.

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT C

INSURANCE REQUIREMENTS

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

C. WORKERS’ COMPENSATION

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

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

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

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

1. Additional Insureds.

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

2. Primary and non-c
ontributing. Each insurance policy provided by Organization shall contain language or be endorsed to contain wording making it primary

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Liberty Tower Elevator CIP Agreement
insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self -insurance or self -insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Organization’s insurance.

3. Cancellation.

a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non- payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non- renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

1. Organization agrees to ensure that subcontractors, and any other party involved w
ith the Services who is brought onto or involved in the performance of the Services by Organization, provide the same minimum insurance coverage required of Organization, except as with respect to limits. Organization agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Organization agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

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

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

G. EVIDENCE OF COMPLIANCE
Organization or it s insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25- S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Organization shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara [Housing & Community Services]

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

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT D

SPECIAL GRANT CONDITIONS

The Organization, its contractors and subrecipients shall comply with the policies, guidelines and requirements of OMB Uniform guidance at 2 CFR Part 200 the Uniform Administrative requirements , as well as all state laws, regulations and department guidelines applicable to the activities set forth.

SECTION 1 GENERAL GRANT CONDITIONS

1.01 Definitions. A
s used herein, “HUD” means United States Department of Housing and Urban Development. “Project Area” for the purposes of this EXHIBIT D means the City of Santa Clara.

1.02 Compliance with Applicable Federal Regulations. O rganization agrees to com ply with the requirements of Title 24 CFR Part 570, including subpart K of these regulations, except that (1) the Organization does not assume the City’s environmental responsibilities described in 24 CFR § 570.604; and (2) the Organization does not assume the City’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Organization also agrees to comply with all other applicable Federal, state and local laws, regulations and policies governing the funds provided under this Agreement. The Organization further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.

1.03 Applicable Federal Civil Rights Laws and Executive Orders. In providing the services and work set forth in this Agreement, Organization will carry out its work in a manner that will permit full compliance by City and strict adherence by Organization with the following:

a. Ti
tle VI of the Civil Rights Act of 1964, which provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance; and

b. The Housing and Community D evelopment Acts of 1974 and 1977, as amended, which provide that no person in the United States shall be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part w ith funds made available pursuant to said acts; and

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Liberty Tower Elevator CIP Agreement
c. Title VIII of the Civil Rights Act of 1968 (The Fair Housing Act) which prohibits discrimination in the sale, rental, and financing of housing and the provision of brokerage services because of race, color, religion, sex, sexual orientation, actual or perceived gender identity, national origin, handicap, or familial status; and

d. Executive Order 11063, as amended by Executive Order 12259, which provides for equal opportunity in housing and related facilities provided by federal financial assistance. This order and its implementing regulations require the Department of Housing and Urban Development to take all actions necessary to prevent discrimination because of race, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental or other disposition of residential property assisted with Federal loans, advances, grants or contributions; and

e. Executive Order 11246, (as amended by Executive Orders 11375 and 12086 and further amendments) Equal Opportunity Under HUD Contracts and HUD- assisted Construction Contracts, which requires that City and Organization, and their respective subcontractors, agree not to discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, sexual orientation, actual or perceived gender identity, or national origin; and

f. Section 3 of the Housing and Community Development Act of 1968 Pertaining to Employment Opportunities for Lower-Income Persons (12 U.S.C. 1701u), requires that, to the greatest extent feasible on projects financed by HUD, a subrecipient must:

i. P rovide opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead- based paint hazards), housing construction, or other public construction project, are given to persons residing in the Santa Clara metropolitan area with household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD. Where feasible, priority should be given to residents within the service area of the Project or the neighborhood in which the Project is located who have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD, and to participants in other HUD programs who have household income that is at or below 80% AMI of that area; and

ii. A ward contracts for work undertaken in connection with housing rehabilitation (including reduction and abatement of lead- based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for persons residing within the metropolitan area in which the CDBG -funded

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Liberty Tower Elevator CIP Agreement
Project is located and have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD. Where feasible, priority should be given to business concerns that provide economic opportunities to residents within the service area or the neighborhood in which the Project is located who have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD, and to participants in other HUD programs who have household income that is at or below 80% AMI of that area; and

iii. S elf-certify whether they are a Section 3 business, employs Section 3 residents, or subcontracts with business that provide opportunities to low-income persons when an award of $1 00,000 or more of HUD funding is provided for housing rehabilitation, housing construction, or other public construction projects, and/or $100,000 or more to subcontractors: and

iv. A t a minimum, provide documentation on federal c ompliance, reporting and outreach efforts; and

g. Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93- 112), as amended, and implementing regulations when published which specify that no otherwise qualified individual shall, solely by reason of his or her handicap, be excluded from participation (including employment), denied program benefits, or subjected to discrimination under any program or activity receiving Federal assistance; and

h. The Age Discrimination Act of 1975 (Pub. L. 94- 135), as amended, an d implementing regulations when published for effect which provides that no person shall be excluded from participation, denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving Federal assistance; and

i. Presidential Executive Order 13166 (“Improving Access to Services for Persons with Limited English Proficiency”), and

j. The requirements relating to Minority -Owned and Women- Owned Business Enterprises set forth in Executive Order No. 11625 of October 13, 1971, 36 Fed. Reg. 19967, as amended by Executive Order No. 12007 of August 22, 1977, 42 Fed. Reg. 42839; and Executive Order No. 12432 of July 14, 1983, 48 Fed. Reg., 32551; and Executive Order No. 12138 of May 18, 1979, 44 Fed. Reg. 29637, a subrecipient must exercise affirmative outreach efforts when soliciting bids for service or construction when the Federal funds received by the subrecipient or subcontractor exceeds $10,000 and when the subrecipient or subcontractor is a for-profit organization/ business; and

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k. The Uniform Federal Accessibility Standards set forth in 24 CFR Part 40, Appendix A; and

l. Americans with Disabilities Act of 1990 (ADA), which prohibits discrimination on the basis of disability in employment and in public accommodati ons and commercial facilities and defines the range of conditions that qualify as disabilities, and the reasonable accommodations that must be made to assure equality of opportunity, full participation, independent living, and economic self-sufficiency for persons with disabilities. It further provides that discrimination includes a failure to design and construct facilities for first occupancy no later than January 26, 1993, that are readily accessible to and usable by individuals with disabilities. Further the ADA requires the removal of architectural barriers and communication barriers that are structural in nature in existing facilities where such removal is readily achievable – that is easily accomplishable and able to be carried out without much difficulty or expense; and,

m. The provisions of 24 CFR Part 24, relating to the employment, engagement of services, awarding of contracts, or funding of any grantee or sub during any period of debarment, suspension, or placement in ineligibility status; and,

n. Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846 and implementing regulations at 24 CFR Part 35; and,

o. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. 5301 et. seq.) This law provides that any grant under section 106 shall be made only if the City certifies to the satisfaction of the Secretary of HUD that the Organization will, among other things, affirmatively further fair housing; and,

p. Section 109 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. 5301 et. seq., particularly 42 U.S.C. 6101 ets. seq., and 29 U.S.C. 794) and further amendments, which mandates that no person on the grounds of race, color, national origin, sex, sexual orientation, actual or perceived gender identity, age or religion shall be excluded from participation, denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with CDBG funds; and,

q. Architectural Barriers Act of 1968 requires that federally funded buildings and other facilities, as defined in 24 CFR § 40.2 and 40 CFR § 101- 19.602(2), to be designed, constructed, or altered in accordance with standards that ensure accessibility to, and use by, physically handicapped people; and,

r. Contract Work Hours and Safety Standards Act ( 40 U.S.C. 3701-3708).

Where applicable, all contracts awarded by the non- Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must

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include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence; and,

s. Uniform Accessibility Standard, at 24 CFR Part 40, Appendix A, as the relate to substantial rehabilitation or conversion; and,

t. Procurement of Recovered Materials: See 2 CFR 200.322.

1.04 Relocation and Real Property Acquisition. O
rganization shall comply with (a) the
Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA) and 24 CFR § 570.606(b); and (b) the requirements of 24 CFR §570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan (Plan) under section 104(d) of the HCD Act. Under the URA and the Plan, the subrecipient must provide relocation assistance to persons (families, individuals, businesses, non-profit organizations and farms) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG - assisted project. All property occupants must be issued certain notices on a timely basis. The Plan also required the one- for-one replacement of any occupied or vacant occupiable low/moderate-income housing that is demolished or converted to another use in connection with a CDBG -assisted project. Finally, the Plan requires the identification of the steps that will be taken to minimize displacement.

1.05 Political Reform Act . O
rganization shall comply with the applicable provisions of the Political Reform Act of 1974, as amended, relating to conflicts of interest (codified at California Government Code Section 87000, et seq.) Organization will promptly advise City of the facts and circumstances concerning any disclosure made to it or any information obtained by it relating to conflicts of interest.

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in the National Flood Insurance Program pursuant to Section 201(d) of said Act; and the use of any of said moneys for such acquisition or construction in such identified areas in communities then participating in the National Fl ood Insurance Program shall be subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act.

Any contract or agreement for the sale, lease or other transfer of land acquired, cl
eared or improved with assistance provided under this Agreement shall contain, if such land is located in an area identified by the Secretary of HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C. 4001, et seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construct ion purposes under Section 102(a) of the Flood Disaster Protection Act of 1973, as amended. Such provisions shall be required notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement.

1.07 E qual
Employment Opportunity . In providing the work and services herein specified, Organization shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin.

Organization shall take action to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Organization shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Federal Government or the City setting forth the provisions of this nondiscrimination clause. Organization shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin. Organization shall incorporate the foregoing requirements of this paragraph 1.07 in all of its contracts for program work, and will require all of its contractors for such work to incorporate such requirements in all subcontracts for program work.

1.08 Prohibition of and Elimination of Lead- B
ased Paint Hazard. Notwithstanding any
other provision, Organization agrees to comply with the regulations issued by the Secretary of HUD set forth in 24 CFR § 570.608 and all applicable rules and orders issued thereunder which prohibit the use of lead- based paint in residential structures undergoing federally assisted construction or rehabilitation and require the elimination of lead- based paint hazards. Every contract or subcontract, including painting, pursuant to which such federally assisted construction or

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rehabilitation is performed, shall include appropriate provisions prohibiting the use of lead-based paint.

1.09 Compliance With Clean Air and Water Acts. This Agreement is subject to 42 U.S.C. 1857, et seq., and 33 U.S.C. 1251 et seq. , and the regulations issued pursuant thereto. Therefore, Organization agrees as follows:

a. Or
ganization stipulates that any facility to be utilized in the performance of any nonexempt contract or subcontract is not listed on the List of Violating Facilities issued by the Environmental Protection Agency (EPA) pursuant to 40 CFR § 15.20; and,

b. Organization agrees to comply with all the requirements of Section 114 of the Clean Air Act, as amended, (42 U.S.C. 1857c -8) and Section 308 of the Federal Water Pollution Control Act, as amended, (33 U.S.C. 1318) r elating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in said Sections 114 and 308, and all regulations and guidelines issued thereunder; and,

c. Organization stipulates that as a condition for the award of the contract prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities; and,

d. Organization agrees that criteria and requirements in subparagraphs (a) through (d) of this section 1.09 will be included in every non- exempt subcontract and Organization shall take such action as the City or HUD requires as a means of enforcing such provisions.

In no event shall any amount of the assistance provided under this Agreement be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1) of the Clean Air Act or Section 309(c) of the Federal Water Pollution Control Act.

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Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity m ust report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti -Kickback” Act ( 40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

Organization shall not award any contract or subcontract which is otherwise in compliance with this Agreement to any person or subcontractor who is at the time ineligible under the provisions of any applicable regulations of the Department of Labor to receive an award of such contract.

1.11 Nondiscrimination Under Title VI of the Civil Rights Act of 1964. Organization under this Agreement shall be subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, Organization shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin, in the sale, lease or rental, or in the use of occupancy of such land or any improvements erected or to be erected thereon, and providing that Organization and the United States are beneficiaries of and entitled to enforce such covenant. Organization, in providing the services and work it is to provide, pursuant to this Agreement, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate.

1.12 Interest of Certain Federal Officials. No member of, or Delegate to, the Congress of the United States, and no Resident Commissioner, shall be admitted to any share or part of this Agreement or to any benefit arising from same.

1.13 Conflict of Interest .

Under 24 CFR Part 570.66, no officer, employee or agent of City or Organization who exercises any functions or responsibilities with respect to the CDBG Program or to the services and work to be performed by Organization pursuant to this Agreement, during such officer's, employee's or agent's tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

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Organization shall incorporate or cause to be incorporated in every contract required to be in writing a provision prohibiting such interest pursuant to the purposes of this section.

1.14 Prohibition Against Payments of Bonuses or Commissions .

The assistance
provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining HUD approval of the application for such assistance, or HUD approval of applications for additional assistance, or any other approval or concurrence of HUD required under this Agreement, Title I of the Housing and Community Development Acts of 1974 or 1977, or HUD regulations with respect thereto; provided, however, that reasonable fees or bona fide technical, consultant, managerial or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as program costs.

1.15 Copyrights.

If this Agreement results in a book or other copyrightable material, the author is free to copyright the work, but HUD reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted material and all material which can be copyrighted.

1.16 Patents.

Any discovery or invention arising out of or developed in the course of work aided by this Agreement shall be promptly and fully reported to City and HUD for determination by HUD as to whether patent protection on such invention or discovery will be sought and how the rights in the invention or discovery, including the rights under any patent issued thereon, shall be disposed of and administered, in order to protect the public interest.

1.17 Political Activity.

a. Partisan Activity Prohibited. No funds provided in this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office; nor shall they be used to provide services, or for the employment or assignment of personnel in a manner supporting or resulting in the identification of programs conducted pursuant to this Agreement with the following: (1) any partisan or nonpartisan political activity or any other political activity associated with a candidate, or contending faction or group, in an election for public or party office; (2) any activity to provide voters or prospective voters with transportation to the polls or similar assistance in connection with any such election; or (3) any voter registration activity.

Par
ticipants employed in the administration of the CDBG Plan and/or Program, and participants whose principal employment is in connection with an activity financed by the CDBG Program or its proceeds are subject to limitation on political activities under the Hatch Act (5 U.S.C. 1502(a), 18

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U.S.C. 595). All participants may take part in non- partisan activities outside working hours

b. Lobbying Prohibited.

i. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Organization, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

ii. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Organization shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

iii. The Organization shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of t his certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

1.18 Guidelines on Church-Re
lated Activities. In addition to, and not in substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds pursuant to Title I of the Housing and Community Development Act of 1974, as amended, the Organization agrees that, in connection with the public services performed under this Agreement:

a. It
will not discriminate against any employee or applicant for employment on the basis of religion and will not limit employment or give preference in employment to persons on the basis of religion;

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b. It will not discriminate against any persons applying for public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; and,

c. It will provide no inherently religious activities, such as worship, religious instruction, or religious proselytizing, as part of the programs or services funded under this Agreement and will only conduct such activities in a separate time or place; and,

d. It will exert no other religious influence in the provision of public services and participation in religious activities by any beneficiaries of those services shall be voluntary; and,

e. The funds received under this Agreement shall not be used to construct, rehabilitate, or restore any facility which is owned by the Organization and in which the public services are to be provided, provided that, minor repairs may be made if such repairs (1) are directly in a structure used exclusively for non- religious purposes, and (2) constitute in dollar terms only a minor portion of expenditure for the public services.

f. Construction or Rehabilitation of Facilities. B
lock grant fund recipients shall
not use any funds to construct, rehabilitate, maintain, or restore religious structures (including those which may be historic properties) currently used for religious purposes. Block grant funds shall not be used to construct, rehabilitate, maintain, or restore structures or other real property owned by “pervasively sectarian” organizations. Block grant funds shall not be used to assist a religious organization in acquiring property. These prohibitions apply whether or not the property is used for religious services or instruction or is used in any other way for religious activities.

g. Public Services. B
lock grant funds may be used for the provision of public services under the following conditions:

i. The pu
blic services provided are exclusively non- religious in nature and scope; and,

ii. There are no religious services, proselytizing, instruction, or any other religious influences in connection with the public services; and,

iii. There is no religious discrimination in terms of employment or benefits under the public services; and,

iv. The CDBG funds may be used only for the provision of public services and not for the construction, rehabilitation or restoration of any facility owned by the religious organization where the services are to be

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provided. A narrow exception to this prohibition is that minor repairs may be made where such repairs (a) are directly related to the public services, (b) are located in a structure used exclusively for non- religious purposes, and (c) constitute in dollar terms a minor portion of the CDBG expenditure for the public services.

1.19 Resident Aliens. (24 CFR § 570.613) Certain newly legalized aliens, as described in 24 CFR Part 49, are not eligible to apply for the benefits under covered activities funded by the CDBG Program. “Covered activities” are activities meeting the requirements of 24 CFR § 570.208(a) that either (1) have income eligibility requirements limiting benefits exclusively to low - and moderate-income persons, or (2) are targeted geographically or otherwise to primarily benefit low - and moderate-income persons (except for activities that benefit the public at large), and provide benefits on the basis of an application.

1.20 Environmental Requirements. (
24 CFR § 470.604) Organization is not allowed to
incur program expenses until the City has performe d an environmental review of the proposed activities, received the release of funds, and provided the Organization with formal clearance to initiate them, along with directives for any action necessary to mitigate negative environmental impacts (24 CFR Part 58).

1.21 Historic Preservation. O
rganization shall not violate provisions of the Historic Preservation Act and related laws and Executive Orders. Before any commitments are made to make any physical improvements or alterations or demolition of any building, Organization shall receive assurances from the City that the Organization is in compliance.

1.22 I
f Organization receives State or City funds, Organization shall, in the use of those State or City funds adhere to the applicable Federal laws, regulations, policies, guidelines or requirements, herein specified, only insofar as adherence thereto would not be prohibited by valid City or State laws, regulations, policies, guidelines or requirements.

SECTION 2. FINANCIAL OBLIGATIONS OF ORGANIZATION

2.01 Fiscal Responsibilities of Organization. O
rganization agrees to comply with 2 CFR
§ 200.49 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. Organization shall:

a. Appoint
and submit to City, the name of a fiscal agent who shall be responsible for the financial and accounting activities of the Organization, including the receipt and disbursement of Organization funds.

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b. Establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to review and approval of City.

c. Document all costs by maintaining complete and accurate records of all financial transactions, including but not limited to contracts, invoices, time cards, cash receipts, vouchers, cancelled checks, bank statements and/or other official documentation evidencing in proper detail the nature and propriety of all charges.

d. Submit to the City, within ten (10) working days of the end of the preceding month, requests for reimbursement, together with documentation required by City.

e. Perform an independent fiscal audit annually in conformance with the generally accepted standard accounting principles. Such audits must identify the total funds received and disbursed, and funds granted and expended relating to this Agreement, in a form sufficient to identify, track, and correlate such funds. The Costs for such audits shall be at Organization’s expense, unless otherwise provided for in this Agreement. Copies of the completed audits must be provided to the City.

f. Be liable for repayment of disallowed costs. Disallowed costs may be identified by the City through audits, monitoring, or other sour ces.

Organization shall be afforded the opportunity to respond to any adverse findings, which may lead to disallowed costs. The City shall make the final determination of disallowed costs, subject to provisions of 2 CFR Part 200.

g. Administer all programs in conformance with 2 CFR Part 200 Subpart E, Cost Principles. These principles shall be applied for all costs incurred whether charged in a direct or indirect basis.

h. If indirect costs are charged, the Organization will develop an indirect cost allocation plan for determining the appropriate Organization’s share of administrative costs and shall submit such plan to the City for approval.

i. Certify insurability subject to City approval as outlined in EXHIBIT C e ntitled
“INSURANCE”.

j. Su
bmit to HUD or City at s uch times and in such forms as HUD or City may require, such statements, records, reports, data, and information pertaining to matters covered by this Agreement.

k. Submit for approval by the City any lease agreement either contemplated or in effect, which would be funded under this Agreement.

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2.02 Records, Reports and Audits of Organization. Organization shall comply with all applicable federal Uniform Administrative Requirements as delineated in 24 CFR § 570.502:

a. Establishment and Maintenance of Records . O rganization shall maintain records, including but not limited to, books, financial records, supporting documents, statistical records, personnel, property, and all other pertinent records sufficient to reflect properly:

i. Al
l direct and indirect costs of w hatever nature claimed to have been incurred and anticipated to be incurred to perform this Agreement, and

ii. All other matters covered by this Agreement. Such records shall be maintained in accordance with requirements now or hereafter prescribed by the City.

b. Preservation of Records.

Organization shall preserve and make available its
records:

i. F or
the period of five (5) years after the affordability period under this Agreement; or,

ii. F or such longer period, if any, as may be required by applicable law; or,

iii. I f this Agreement is completely or partially terminated, for a period of five (5) years from the date of any resulting final settlement.

c. Records to be Maintained. T he subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR § 570.506, that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to:

i. Rec
ords providing a full description of each activity undertaken; and,

ii. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG Program; and,

iii. Records required to determine the eligibility of activities; and,

iv. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; and,

v. Records documenting compliance with the fair housing and equal opportunity components of the CDBG Program; and,

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vi. Financial records as required by 24 CFR § 570.502 and 2 CFR Part 200; and,

vii. Other records necessary to document compliance with Subpart K of 24 CFR Part 570.

d. Examination of Records; Facilities. At any time during normal business hours, and as often as may be deemed necessary, Organization agrees that HUD and/or City, and/or any of their respective authorized representatives shall:

i. F or
a period of five (5) years after the affordability period under this Agreement; or,

ii. F or such longer period as may be required by applicable law; or,

iii. I f this Agreement is completely or partially terminated, for a period of five (5) years from date of any resulting settlement; or

iv. H ave access to and the right to examine its plants, offices, and facilities engaged in performance of this Agreement and all its records with respect to all matters covered by this Agreement. Organization also agrees that HUD and/or City, or any of their respective authorized representatives shall have the right to audit, examine, and make excerpts or transcripts of and from such records, and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials, and all other data relating to matters covered by this Agreement. Notwithstanding anything in this Agreement to the contrary for monitoring purposes, City shall not require access to any information of Organization mutually determined by the parties hereto to be proprietary.

e. Audits. 2
CFR § 200.500 sets forth standards for obtaining consistency and uniformity among Federal agencies for the audit of non- Federal entities expending Federal awards.

i. Funds
may be set aside in Organization’s budget in an amount equal to City’s fair share o f Organization’s cost of an independent audit, if required, with prior approval from City. A separate line item will be established.

ii. Organization shall enter into an agreement with an independent public accountant certified to practice in the State of California no later than sixty (60) days before the end of this Agreement calling for an audit to be done for the entire year. The audit must be in conformance with the applicable funding source.

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iii. The audit must be completed and sent to the City’s Department of Housing staff within one hundred fifty (150) days from the end of Organization’s fiscal year.

iv. Audit Standards. The independent fiscal audit shall conform to generally accepted governmental auditing principles. Such audits shall identify the funds received and disbursed under this Agreement and include the following components:

(a)
Balance Sheet or Statement of Financial Position;

(b) Statement of Support, Revenue, and Expenses and Changes in Fund Balances or Statement Activities;

(d) Statement of Auditor’s Report;

(e) Communication of Internal Control Related Matters Identified in an Audit (Management Letter) from Auditor;

(f) Organization shall also submit to the agency a written management response to the findings of the Internal Control Matters.

f. Single Audits. 2 C
FR § 200.501 states that Organizations that expend
$750,000 or more of Federal financial assistance in a fiscal year (in aggregate, from all funding sources), in addition to conducting normal financial audit procedures, the Organization’s independent public accountant certified to practice in the State of California shall perform tests to ascertain that:

i. Ex
penditures submitted for reimbursement are allowable under 2 CFR Part 200; and,

ii. Expenditures are in compliance with the grant agreements between the City and Organization; and,

iii. Applicable laws and regulations. Further, the independent public ac
countant certified to practice in the State of California shall render an opinion as to whether the Expenditures complied with the Single Audit Act of 1984 and Appendix XI to 2 CFR Part 200 — Compliance Supplement;

iv. T
he single audit must include the following components:

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(a) Balance Sheet or Statement of Financial Position;

(b) Statement of Support, Revenue and Expenses and Changes in Fund Balances or Statement Activities;

(d) Schedule of Expenditures of Federal Awards;

(e) Independent Auditor’s Report on the Financial Statement and Schedule of Expenditures of Federal Awards;

(f) Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters;

(g) Auditor’s Report on Compliance with Requirements Applicable to Major Programs and on Internal Control over Compliance;

(h) Schedule of Findings and Questioned Costs;

(i) Summary of Schedule of Prior Audit Findings;

(j) Corrective Action Plan;

(k) Data Collection Form.

g. Organization’s independent public accountant, certified to practice in the State of California, shall perform reviews of Organization internal control systems and Organization’s compliance with applicable laws, regulations and requirements of this Agreement.

The independent public accountant shall issue a report on the financial statements and the Schedule of Governmental Financial Assistance, a report on the study and evaluation of internal controls and a report on Organization compliance. The three reports may be bound into a single report or presented at the same time as separate documents.

h. Should Organization not enter into an agreement with an independent public accountant certified to practice in the State of California, or should an audit not be done on a timely basis, City, at its sole discretion, may enter into an agreement with an independent public accountant certified to practice in the State of California to perform the audit.

i. City Audits.

City may perform an independent audit. Such audits may cover program as well as fiscal matters. Organization will be afforded an opportunity

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to respond to any audit findings and have the responses included in the final audit report. Costs of such audits will be borne by City.

j. Disallowed Costs.

Organization is liable for repayment of disallowed costs as determined by City, in its sole discretion, and/or HUD. Disallowed costs may be identified through audits, monitoring or other sources. Organization shall be afforded the opportunity to respond to any adverse findings which may lead to disallowed costs. Director shall make the final determination of disallowed costs, subject to provisions of 2 CFR Part 200 and applicable HUD regulations.

SE
CTION 3. OTHER REQUIREMENTS OF GRANTEE

3.01 Clie
nt Data. The Organization shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request.

3.02 Dis
closure. The Organization understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of the Organization’s or subrecipient’s responsibilities with respect to services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.

To t
he extent allowed under law, City agrees to maintain the confidentiality of any information regarding applicants for services offered by the Program pursuant to this Agreement or their immediate families which may be obtained through application forms, interviews, tests, reports, from public agencies or counselors, or any other source. Without the written permission of the applicant, such information shall be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Agreement, and then only to persons having responsibilities under the Agreement, including those furnishing services under the Program through subcontracts.

3.03 Clo
se -outs. The subrecipient’s obligation to the City shall not end until all close- out requirements are completed pursuant to 24 CFR § 570.509. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the City), and determining the custodianship of records.

Notwithstanding the foregoing, the terms of this Agreement shall remain in effect during any period that the subrecipient has control over CDBG funds, including program income.

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Liberty Tower Elevator CIP Agreement

3.04 Program Income. The Organization shall report all program income (as defined at 24 CFR § 570.500(a)) generated by activities carried out with CDBG funds made available under this Agreement. The use of program income by the subrecipient shall comply with the requirements set forth at 24 CFR § 570.504. By way of further limitations, the subrecipient may use such income during the contract period for activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to the City at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the City.

3.05 I
ndirect Costs. If indirect costs are charged, the Organization will develop an indirect cost allocation plan for determining the appropriate Organization’s share of administrative costs and shall submit such plan to the City for approval, in a form specified by the City.

3.06 U
se and Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 2 CFR Part 200 and 24 CFR §§ 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:

a. The s
ubrecipient shall transfer to the City any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.

b. Real property under the subrecipient’s control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR § 570.208 until five (5) years after expiration of th e affordability period or such longer period of time as the City deems appropriate. If the Organization fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of time, the subrecipient shall pay the City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non- CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the City. The subrecipient may retain real property acquired or improved under this Agreement after the expiration of the ten-year period or such longer period of time as the City deems appropriate.

c. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the subrecipient for activities under this Agreement shall be (a) transferred to the City for the CDBG Program or (b) retained after compensating the City an amount equal

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Liberty Tower Elevator CIP Agreement
to the current fair market value of the equipment less the percentage of non- CDBG funds used to acquire the equipment.

3.07 H
atch Act. The Organization agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.

3.08 HM
IS Participation. All agencies providing homeless services in receipt of funding from the City’s CDBG Program are required to fully participate in the Homeless Management Information System (“HMIS”) and work closely with the County of Santa Clara Office of Supportive Housing (“CSC OSH”), to ensure the agency has the mechanisms and staffing in place to use the system appropriately and in a timely manner. Funded agencies are required to collect demographic information on all clients served by the funded projects, the services provided, and consent to release the information to CSC OSH and the City’s Housing and Community Services Division.

Funde
d projects must utilize all appropriate aspects of HMIS in order to generate the statistical information required for reporting to the City on all universal and program level elements of the HUD Data Standards. These statistical reports must be generated directly out of HMIS. No adjustments to the HMIS reports will be accepted and it is therefore incumbent on the agency to ensure that the information they put into HMIS is accurate and up to date. City will measure performance and outcomes relating to these funded projects through the use of the HMIS statistical data, based on the HUD data elements, or other reporting requirements as determined by the City. The City will request from the HMIS Administrator, acknowledgement of the recipient agencies’ certificate of compliance with HUD privacy and security standards, acknowledgement of use of the Shelter Point program, and statistics on the percentage of Universal and Top Level Program data captured.

3.09 Lan
guage Access Plan (LAP). Organization shall fully implement and comply with the Language Access Plan (“LAP”) as approved by City to ensure that limited English proficient clients have equal access to community programs and services.

3.10 O
rganization shall include in all outreach and marketing materials, including public websites, an affirmative statement that it will provide services or benefits to all persons, race, sex, color, age, religion, actual or perceived gender identity, sexual orientation, disability, ethnic or national origin, or familial status.

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT E

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO

AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA, AND

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS

1.01 Ethical Standards For Contractors.

Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation.
b. Is convicted of a crime punishable as a felony involving dishonesty
3;
c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: ( 1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a city contractor or subcontractor; and/or,
e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

1For purposes of this Agreement, the word “Consultant” (whether a person or a legal entity) also refers to “Contractor” and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten p ercent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.

2 For purposes of this Agreement, the words “convicted” or “conviction” mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years.

3 As used herein, “dishonesty” includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

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Liberty Tower Elevator CIP Agreement

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, part ner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual’s performance of duties for or on behalf of the Contractor, with the Contractor’s knowledge, appro val or acquiescence, the Contractor’s acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The city may also terminate this Agreement in the event any one or more of the following occurs:

1. The City determines that Contractor no longer has the financial capability
4 or business experience5 to perform the terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor’s failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City’s action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal. The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.

4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

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Liberty Tower Elevator CIP Agreement

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled “Ethical Standards” set forth in Exhibit E . I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of “Contractor” contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good- faith revi ew of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said “Contractor” category [i.e., owner or co- owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.
a California non-profit corporation

By:

Signature of Authorized Person or Representative

Name: Priscilla J. Haynes

Title: Executive Officer

ORGANIZATION

NOTARY’S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public’s acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity’s complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT F

GUIDELINES FOR MINORITY-OWNED AND WOMEN-OWNED

BUSINESS ENTERPRISES (MBE/WBE)

Section 281 of the National Affordable Housing Act requires each contractor to prescribe procedures to establish and oversee a minority outreach program for the receipt of all federal housing and community development funds including CDBG , HOME, HOPWA, ESG, Section 108, and BEDI grants.

The program shall include minority and women- owned businesses in all contracting activities entered into by the contractor to facilitate the provision of affordable housing authorized under this Act or any other federal housing law applicable to such jurisdiction.

Definitions:

• The City: The primary Organization of federal housing and community development funds is the City of Santa Clara.
• Developer/Contractor/ Subrecipient: The individual, company, corporation, partnership, business, or other entity that enters into a contract with the City of Santa Clara to carry out the work, service, or project specified in connection with receiving a federal HUD grant.
• Subcontractor: Any entity which has agreed to undertake a portion of the developer/contractor/ subrecipient general contract.
• Minority-Owned Business Enterprise (MBE): Business primarily (51%) owned, operated, and controlled by one or more members of the following race/ethnicity: Pacific Islander, American Native, African American/Black, American Indian/Alaskan Native, Hawaiian/Pacific Islander, Asian, or Hispanic. • Women-Owned Business Enterprise (WBE): Primarily (51%) owned by one or more females.

Required Program Participants’ Responsibility:

1 The City will ensure that when soliciting bids for service, construction, or maintaining “contractor lists” for developers/contractor/ subrecipient, the City will use the outreach provisions described under “Outreach Criteria.” 2 The City will require its developers/contractors/ subrecipient to carry out the provisions of MBE/WBE when soliciting bids of subcontractors.

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Liberty Tower Elevator CIP Agreement
Applicability:

• When the City makes a grant to a developer/contractor/ subrecipient for services or construction.
• When a developer/contractor/subrecipient’s subcontracts for services or construction.
• When the grant received by the developer/contractor/ subrecipient, or subcontractor exceeds $10,000.
• When the developer/contractor/ subrecipients or subcontractor is a for-profit organization/business, or a nonprofit hire a for-profit subcontractor.

Steps to Meeting the Reporting Requirements:

1. If applicable, each developer/contractor/ subrecipient will need to self-certify to the city whether it is an MBE/WBE. A form will be provided to each agency awarded funds and reported annually by the developer/contractor/ subrecipients.

2. Each developer/contractor/ subrecipient will ensure that every subcontractor also self-certifies whether it is a MBE/WBE and this information is reported annually.

3. The city will follow the guidelines for “Outreach” when soliciting bids for developer/contractor/ subrecipient.

4. Each developer/contractor/ subrecipient will follow the guidelines for “Outreach” when soliciting bids for subcontractors and will report these efforts annually to the City.

Required Outreach Criteria:

• The Housing and Community Services Division will maintain a list of local MBE/WBE companies and addresses and distribute to all
developers/contractors/ subrecipients.
• When developers/contractors/ subrecipient are soliciting bids from subcontractors, they will include in any notice to local newspaper that “Women and Minority Owned Businesses are strongly encouraged to apply.” Developers/contractors/subcontractors, when feasible, are strongly encouraged to consider posting in Spanish and Vietnamese newspapers. • When the Housing and Community Services Division announces Notices of Funding Availability or Community Development Block Grants application availability, efforts will be made to include in local newspaper posting that “Women and Minority Owned Businesses are strongly encouraged to apply” and printed, when feasible, in Spanish and Vietnamese newspapers.

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Liberty Tower Elevator CIP Agreement

MINORITY BUSINESS-OWNER ENTERPRIZE/

WOMEN BUSINESS-OWNER ENTERPRIZE (MBE/WBE)
(List of Prime and Subcontractor)
Grantee/ Contractor Name:

Project Number & Project Name:

Contact Person: Phone #:

Reporting Period:

Oct.1. 20_ _ - Sept 30, 20_ _
Program Code:

Project # or HUD # or
dwelling unit #
Prime or
Subcontractor (P or S) Prime or Subs
Name

Prime/Sub.

Address
(City/State/ Zip)

Amount of Prime or
Sub. Contract

Type of Trade Code
(Select Code# below)
7a.

Prime or Subs.Business
Racial/Ethnic
(See Code # below) 7b.

Woman Owned Business
(Yes or No) 7c.

Sec. 3 (Yes/No) 7d.

Prime or Sub
(ID # / Lics. #) .

7a: Type of Trade Codes: (Select
One)
1 = New Construction
2 = Substantial Rehab.
3 = Repair
4 = Service
5 = Management
6 = Professional
7 = Tenant Services
8 = Education/Training
9 = Architect/Engineer
10 = Other
7b: Racial/Ethnic Codes: (select one)
1 = White Americans
2 = Black Americans
3 = Native Americans
4 = Hispanic Americans
5 = Asian/Pacific Ameri.
6 = Hasidic Jews
7c: MBE/WBE: (Yes/No)
• MBE: Business primarily (51%) owned, operated and
controlled by one or more members of the following
race/ethnicity: Pacific Islander, American Native, African American/Black, American Indian/Alaskan Native,
Hawaiian/Pacific Islander, Asian, or Hispanic.
• WBE: Primarily owned (51%) by one or more females.
7d. Sec 3 businesses: Those individuals, companies,
corporations, partnerships, businesses, or other entities that are 51% or more owned by persons residing within
the Section 3 area.
5: Program Codes
(Complete for Housing
and Public and Indian
Housing programs only):
5 = Section 202
6 = HUD-Held
(Management)
7 = Public/India Housing
8 = Section 811

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT G
SECTION 3 GUIDELINES

Responsibilities and Procedures for Carrying Out the Requirements Under Section 3 of the Housing and Urban Development Act of 1968 Pertaining to Employment Opportunities for Lower-Income Persons.

Purpose:

To ensure that, to the greatest extent feasible, projects financed by the United States Department of Housing and Urban Development (HUD) provide lower- income residents within the city the opportunity for employment and training. Additionally, the policy should ensure that awards are made to businesses located or owned by persons residing within the City.

Definitions:

• The City : The primary Organization of federal housing and community development funds is the City of Santa Clara.
• Developer/Contractor/ subrecipient: The individual, company, corporation, partnership, business, or other entity that enters into a contract with the City of Santa Clara to carrying out the work, service, or project specified in connection with receiving a federal HUD grant.
• Subcontractor: Any entity which has agreed to undertake a portion of the developer/contractor/ subcontractor general contract.
• Section 3 Area: Is the entirety of the area located within the incorporated boundaries of the City of Santa Clara.
• Section 3 resident: An individual who resides in the Section 3 area whose family income does not exceed 80% of the area median income (AMI), or is a resident of public housing, or is a person with disabilities.
• Section 3 businesses: Those individuals, companies, corporations, partnerships, businesses, or other entities that are 51% or more owned by persons residing within the Section 3 area.

Required Program Participants’ Responsibility:

• The City will ensure that when contracting with developers, contractors, or subrecipient, the City will use the outreach provisions described under “Outreach Criteria.”

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Liberty Tower Elevator CIP Agreement
• The City will require its developers/contractors/ subrecipients to carry out the provisions of MBE/WBE when soliciting bids of subcontractors.

Applicability:

• The grant from the city to the developer, contractor, or subrecipient is for housing rehabilitation, housing construction, or other public construction projects; and • When a developer, contractor, or subrecipient receives a federal HUD grant in excess of $200,000 from the city; or
• A subcontractor receives a grant in excess of $100,000.

Steps to Meeting the Reporting Requirements:

1. If applicable, each developer, contractor, or subrecipient, and each subcontractor must self -certify whether they are a Section 3 business, employs Section 3 residents, or subcontracts with business that provide opportunities to low and very low-income persons. A form will be provided by the Housing and Communi ty Services to each eligible developer, contractor, or subcontractor which will be requested to be completed annually.

2. Each developer, contractor, or subrecipient must attempt to recruit and hire Section 3 residents or subcontract with Section 3 businesses if it finds the need for additional staff to complete the project.

3. Developers, contractors, and subrecipients, who receive HUD funding, shall seek to participate in a HUD program or other programs that promote training and education of Section 3 residents. A form will be provided by the Housing and Community Services to each eligible developer, contractor, or subcontractor, which will be requested to be completed annually.

Required Outreach Criteria:

• When hiring, it is required of all developers, contractors, or subrecipient and subcontractors to attempt to recruit Section 3 residents through local media and advertisement; signs placed at the job site; and notifying community/public/private agencies that work with low-income people.
• When developers, contractors, or subrecipient are subcontracting, they should seek to recruit Section 3 businesses.
• Developers, contractors, and subrecipient , who receive HUD funding, must seek to participate in a HUD program or other program that promotes training and education of Section 3 residents.

Goals:

• The city will develop goals for the hiring, training, and recruiting of Section 3 businesses and residents once implementation and data can be collected from current Organizations. These goals will be incorporated into the City’s Section 3 Plan.

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Section 3 Tracking Labor Hours Report

Labor
Hours
Calculated
%
Safe Harbor
Benchmark Met
Total Labor Hours
Section 3 Worker Hours #DIV/0!
Section 3 Target Worker Hours #DIV/0!
0 Nature of Agency Efforts
This section is required if, based on the labor hours reporting above, the reporting agency did not meet the safe harbor benchmarks.

Check all that apply. Maintain records for HUD review documented efforts

___ Outreach efforts to generate job applicants who are Public Housing Targeted Workers ___ Outreach efforts to generate job applicants who are Other Funding Targeted Workers. ___ Direct, on-the job training (including apprenticeships). ___ Indirect training such as arranging for, contracting for, or paying tuition for, off-site training.
___ Technical assistance to help Section 3 workers compete for jobs (e.g., resume assistance, coaching).
___ Outreach efforts to identify and secure bids from Section 3 business concerns. ___ Technical assistance to help Section 3 business concerns understand and bid on contracts.
___ Division of contracts into smaller jobs to facilitate participation by Section 3 business concerns.
___ Provided or connected residents with assistance in seeking employment including:
drafting resumes, preparing for interviews, finding job opportunities, connecting residents to job placement services.
___ Held one or more job fairs.

Provided or connected residents with supportive services that can provide direct services or referrals.
___ Provided or connected residents with supportive services that provide one or more of the following: work readiness health screenings, interview clothing, uniforms, test fees, transportation.
___ Assisted residents with finding child care.
___ Assisted residents to apply for/or attend community college or a four-year educational institution.
___ Assisted residents to apply for or attend vocational/technical training. ___ Assisted residents to obtain financial literacy training and/or coaching. ___ Bonding assistance, guaranties, or other efforts to support viable bids from Section 3 business concerns.
___ Provided or connected residents with training on computer use or online technologies. ___ Other. Specify:

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT H

AFFORDABILITY RESTRICTION AGREEMENT
This Affordability Restriction Agreement and Covenant (“Covenant”) is entered by Santa Clara Methodist Retirement Foundation, Inc. (“Owner”) for the benefit of the City of Santa Clara (“City”) on the terms and conditions set forth below.

RECITALS
A. Owner is the owner of certain real property located at 890 Main Street in the City of Santa Clara, County of Santa Clara, State of California, as more particularly described in the attached ATTACHMENT A (“Property Description”).

B. Pursuant to Grant Agreement CDI-23-C01, with an end date April 30, 2024, City has made a grant of Community Development Block Grant (“CDBG”) funds (the “Grant Award”) to the Owner for Improvements (as defined in Section 1 below) to the Property,
C. Pursuant to 24 CFR 570.208, activities funded with grants of CDBG funds must meet one of the CDBG program’s three broad National Objectives: benefit low - and moderate- income persons, aid in the prevention or elimination of slums or blight conditions or meet community development needs having a particular urgency.

D. The National Objective to benefit low- and moderate-income persons may be met by an activity that benefits a limited clientele, at least 51 percent of whom are low- and moderate-income persons (“Limited Clientele”).

E. The Grant Award to the Owner is intended to satisfy the CDBG National Objective to serve a population that is generally presumed to be low - to moderate-income individuals (i.e., homeless persons). 24 CFR 570.208(a)(2)(i)(A).

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Liberty Tower Elevator CIP Agreement
F. Pursuant to 24 CFR 570.505, where CDBG funds in excess of $25,000 are used to acquire or improve a grantee’s property, or portion thereof, that property must be used to meet the National Objective for a period of five (5) years after the grant expires. The City is extending to a total of ten (10) years after the grant expires.

G. Consistent with 2 CFR 200 and 24 CFR 570.502, 570.503, and 570.505, as applicable, and as a condition of disbursement of CDBG funds, the Owner is required to maintain the Improvements and to maintain the intended use on the Property as described herein.

H. As a condition of the Grant Award, the City has required the Owner to execute and record a deed of trust with assignment of rents, including exhibits thereto, which incorporate by reference this Affordability Restriction Agreement requiring the maintenance of this use against the Property.

NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the Owner agrees as follows:

1. IMPROVEMENTS
Pursuant to the Grant Award, the City of Santa Clara has made available CDBG funds for the following improvements on the Property: Replacement/update of two elevators and their related systems.

USE COVENANT
The Owner agrees that Improvements shall be used in accordance with their planned use (i.e., improvements to an affordable multi -family residential development for seniors with incomes at or below 80% AMI) (collectively, the “CDBG Use”) for the duration of the term of this Covenant. Owner agrees to maintain the CDBG Use in accordance with all applicable CDBG program requirements for the term of this Covenant. The Grant Award is conditioned upon the Owner maintaining the CDBG Use for a period not less than ten (10) years.

Owner hereby warrants, represents, and agrees that it shall not interfere with, terminate, or otherwise discontinue the CDBG Use during the term of this Covenant. If Owner terminates or otherwise suspends the CDBG Use during the first five (5) years of the term of this Covenant, the Owner agrees it shall be

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Liberty Tower Elevator CIP Agreement
immediately obligated to refund to City all of the Grant Award funds, unless the City and the Owner otherwise agree in writing. If Owner terminates or otherwise suspends the CDBG Use between the fifth (5th) and the tenth (10th) years of the Term, Owner agrees it shall be immediately obligated to refund to CITY a pro-rated portion of the Grant Award funds unless the City and the Owner otherwise agree in writing.

2. TERM
This Covenant shall expire on the Affordability Restriction Agreement end date of the Grant Award. Until the 10th anniversary of the end date of the Grant Award, the Covenant shall be for the benefit of City and the U.S. Department of Housing and Urban Development (“HUD”). After that time, or such later time that HUD’s five (5) year requirements have been met, the Covenant shall be for the benefit of City for an additional five (5) years.

3. MAINTENANCE COVENANT
The Owner shall maintain the Improvements and the portion of the Property where they are located consistent with CDBG rules, The Owner shall not make or allow any changes thereto that would prevent the use of Improvements for the activities described in Section 2. On an annual basis, the Owner shall submit to the City a certificate of self-insurance or other proof of adequate property insurance

4. RUNS WITH THE LAND
The Owner hereby declares its understanding and intent that:
(i) T he covenants and restrictions contained herein shall be construed as covenants running with the land pursuant to California Civil Code section 1468 and not as conditions which might result in forfeiture of title by Owner; and,
(ii) T he burden of the covenants and restrictions set forth in this Covenant touch and concern the interest in the Property in that the Owner’s legal interest in the Property; and,
(iii) T he benefit of the covenants and restrictions set forth in this Covenant touch and concern the Property by enhancing and increasing the

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Liberty Tower Elevator CIP Agreement
enjoyment and use of the Property by low and moderate-income residents of the community, the intended beneficiaries of such covenants and restrictions.

All covenants and restrictions contained herein without regard to technical classification or designation shall be binding upon the Owner and its successors in interest for the benefit of the city, and such covenants and restrictions shall run in favor of such the City for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate.

5. NON-DISCRIMINATION
The Grant Award is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under the Grant Award, the Owner shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin, in the sale, lease or rental, or in tire use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants.

6. REMEDIES
In the event of any breach of any of the covenants or restrictions set forth herein (a ‘''Default-'), the City shall have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other real property proceeding. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to enforce the provisions hereof in the future for any continuing or new breach or violation of any of the covenants or restrictions contained in this Covenant, All rights and remedies, including without limitation, any action to obtain repayment of the Grant Award, of any party legally entitled to enforce this Covenant, shall be cumulative and the exercise of any such right or remedy shall not impair or prejudice and shall not be a waiver of the right to exercise any other such rights and remedies.

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Liberty Tower Elevator CIP Agreement

7. NOTICES
Any notice or submittal required or permitted to be given to the City under this Covenant shall be in writing and personally served or sent by U.S. Mail, postage prepaid, addressed as follows:

To City: City of Santa Clara
c/o Housing and Community Services
1500 Warburton Avenue
Santa Clara, CA 95050

8. RECITALS AND EXHIBITS
Attachment A: For Exhibit H – Affordability Restriction Agreement The above recitals and the attached exhibits are hereby incorporated and made a part of this Covenant.

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Liberty Tower Elevator CIP Agreement
Attachment A
(For Exhibit H-Affordability Restriction Agreement)

Property Legal Description

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows.

The parcel has one building with 10 stories over 17,410 square feet.

Property address: 890 Main Street, Santa Clara, CA 95050.

Zoning: CT
Lot size: 22,762 sq. ft.

Acres: 0.52
Census Track / Block: 5056.00/ 1
Map Reference: 54-B6

APN:
269-28-061

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Liberty Tower Elevator CIP Agreement
IN WITNESS WHERE OF, the Organization has executed this Covenant as of the date below

OWNER/ORGANIZATION:

SANTA CLARA METHODIST RETIREMENT
FOUNDATION, INC.
a California non-profit corporation

_____________________________________
By: Priscilla J. Haynes
Title: Executive Officer
Address: 8 90 Main Street
Santa Clara. CA 95050

Date: _________________

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Liberty Tower Elevator CIP Agreement

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT I

PROMISSORY NOTE

SECURED BY DEED OF TRUST

Liberty Tower Elevator Replacement

$750,000 Sa nta Clara, California

____________, 2023

FOR VALUE RECEIVED, the undersigned, SANTA CLARA METHODIST RETIREMENT FOUNDATION INC., a California nonprofit corporation (“ Owner”) promises to pay to the CITY OF SAN TA CLARA, a Chartered California Municipal Corporation, (the “City”) at 1500 Warburton Avenue, San ta Clara, CA 95 050, or such other place as the City may from time to time designate in writing, the principal sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000).

This Note, along with the agreement by and between the City of Santa Clara and SANTA CLARA METHODIST RETIREM ENT FOUNDATION, INC. , to carry out Liberty Tower Elevator Replacement for the 2023-24 program year, as may be amended from time to time, (the “Grant Agreement”), is secured by a deed of trust with assignment of rents of even date herewith to be recorded in the Official Records of the City of Santa Clara (“Deed of Trust”) which encumbers the Property (APN 269-28-061) located at 890 Main Street, in the City of Santa Clara, as more particularly described in Exhibit A to the Deed of Trust In addition to this Note, the terms and conditions of the indebtedness evidenced by this Note are set forth in the Deed of Trust, and the Grant Agreement (collectively the “Grant Documents”). Except where expressly stated otherwise, if there is any conflict between this Note, on the one hand, and the Grant Documents, on the other, this Note shall control.

1. Interest. The
principal sum of this Note shall not accrue interest.

2. Payment. The entire unpaid balance of principal and interest shall be due and payable in the event of a default under the Loan Documents occurring by the Tenth Anniversary of the recordation of the Deed of Trust, or as extended by an amendment to the Agreement. If such a default has not occurred by this date, the Loan shall convert to a grant,

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the Owner shall be entitled to request a reconveyance of the Deed of Trust and cancellation of this Note. After the reconveyance of the Deed of Trust, the Owner shall have no further obligation under the Grant Documents.

BORROWER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE ENITRE

PRINCIPAL SUM OF THE PROMISSORY NOTE MAY BE UNPAID AND DUE AND PAYBLE ON THE MATURITY DATE.

3. Acceleration of Obligation

3.1 All unpaid principal, plus any applicable foes or charges due under this Note, or the Grant Documents, shall, at the option of the City, be immediately due and payable, time being of the essence, if during the term of this Note there occurs any of the following:
(a) by Borrower of any covenant or provision required to be performed by Borrower under the terms of this Note, or
the Loan Documents, or the occurrence of any event of
default under any of such documents; or

(b) The voluntary or involuntary (including by operation of law), sale, transfer, lease, pledge, encumbrance,
creation of a security interest in, or otherwise
hypothecation or alienation of all or any part of the
security secured by the Deed of Trust ("Security"),
without City's prior written consent, except as allowed in the Deed of Trust. The consent by the City to any sale, transfer, lease, pledge, encumbrance, creation of a
security interest in, or other hypothecation of: the Security shall not be deemed to constitute a novation or a consent to any further sale, transfer, lease, pledge encumbrance, creation of a security interest in or other hypothecation of, the Security without notice to and consent by the City. The City may, at its option, declare the indebtedness secured hereby immediately due and payable without notice to
the
Owner or any other person or entity (except as provided herein), upon all such safe, transfer, lease, pledge, encumbrance, creation of a security interest in, or other hypothecation or alienation in violation hereof. Without the written consent of the City, no sale, transfer, lease, pledge encumbrance, creation of security interest in, or other hypothecation of, the Security shall relieve or release the Owner from primary liability under the Deed of Trust or this Note, as the case may be. As used in this Section 4.1(b) the term "transfer" includes, without
limitation, the following transactions:

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(i) A ny total or partial sale, assignment or conveyance, or creation of any trust or power, or any transfer in
any other mode or form with respect to the Security
or any paid thereof or any interest therein, or any
contract or agreement to do the same; and,
(ii) T he cumulative transfer of more than ten percent
(10%) of the capital stock, partnership profit and
loss interest, or other form of interest in Owner;
and,
(iii) any merger, consolidation, sale or lease of all or substantially all of the assets of the Owner.
(c) Owner defaults under any of the other deeds of trust that encumber the Property.

3.2 From and after the time at which City has the right to accelerate the repayment of this Note pursuant to Section 3 .1 above, the entire principal sum of this Note shall automatically bear a maximum interest rate permitted by Section l (2) of Article XV of the California Constitution ("Default Rate").

3.3 Borrower shall have the right but not the obligation to prepay, without penalty, at any time all or any portion of the outstanding principal balance of this Note.

3.4 Notwithstanding any agreements between Borrower and City, in no event shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by the usury laws of the State of California. Any such payments that are determined to exceed applicable usury rates, shall be deemed a payment of principal.

4. Waiver by Owner. Owner, any endorser of this Note, and all others who may become liable for all or any part of the obligations evidenced by this Note hereby severally waive demand, presentment for payment, demand and protest, notice of protest, demand and dishonor and non-payment and consent to any number of renewals or extensions of time hereof. Any such renewals or extensions may be made without notice to any of said parties and without affecting their liability. The pleading of any statute of limitations as a defense to any demand against the Owner is expressly waived by Owner.

5. O ther Encumbrances.

5.1 Subject to the terms of the Deed of Trust which, in this case, shall control over the Note, Borrower shall not further encumber, mortgage, or subject the Property or any interest therein to a Deed of Trust without

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the prior written consent of the City.

5.2 Except for the existing Deed of Trust recorded against the Property, unless the City shall expressly agree otherwise in writing, all mortgage and Deed of Trust documents affecting the Property shall provide that in the event of any default or breach by the Borrower under any mortgage or Financing Statement other than the Deed of Trust entitling any party thereunder to accelerate the indebtedness secured thereby and foreclose upon the Property or any interest therein, the City may, at its option, (a) cure the default prior to the completion of any foreclosure and reinstate the mortgage Deed of Trust, or (b) pay the total unpaid indebtedness secured by such mortgage or Deed of Trust, in which event such mortgage or Deed of Trust shall be released. Amounts expended by the City under this paragraph shall be reimbursed by Borrower upon demand of the City therefor, and, in the event, shall bear interest at the maximum rate permitted by Section 1(2) of Article XV of the California Constitution from the date advanced by the City until paid in full. All such amounts (including such interest) shall be added to the principal of this Note. The approval by Borrower of any mortgage or Deed of Trust documents, and the placing of a security interest therefor on the Property or any portion thereof, not containing the provisions required by this Paragraph 5 shall constitute a default under this Note.

6. Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder.

7. Purpose of Agreement. It is the intent of the parties that the relationship evidenced by this Note shall be deemed to be one of debtor/creditor, and not of partnership or joint venture.

8. Waiver by City. Any
failure of the City or other holder to exercise any
rights hereunder shall not constitute a waiver of the rights to the later exercise thereof.

9. Amendment. This Note may not be changed, amended or modified orally.

10. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.

11. Binding on Successors. The terms of this Note shall apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees, devisees, administrators, executors, personal representatives, successors, and assigns. Whenever used, the words "Owner", “Grantee”, “Organization” and “Trustor” shall be deemed to include the respective heirs, legatees, devisees,
administrators, executors,
personal representatives, successors and assigns of Maker and Holder.

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12. No Individual Liability. Notwithstanding any provisions of this Note or the Grant Documents to the contrary, no director, officer, employee, shareholder, or other individual associated with the Owner shall have any personal liability under this Note or the Grant Documents, it being the intention of the patties that such liability is imposed solely on the corporate entity which comprises the Owner.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

SANTA CLARA METHODIST RETIREMENT
FOUNDATION, INC.,

a California non-profit corporation

_____________________________________
By: Priscilla J. Haynes
Title: Executive Officer
Address: 890 Main Street
Santa Clara. CA 95050

Date: _________________

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CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC.

EXHIBIT J

DEED OF TRUST

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RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
Name: City Clerk’s Office
Street Address: 1500 Warburton Avenue
City & State: Santa Clara, California
Zip Code: 95050

Order No.: __________________________

Parcel No.: __________________________
REC
RMF
MICRO
RTCF
LIEN
SMPF
PCOR

SPACE ABOVE THIS LINE FOR RECORDER’S USE

TO BE RECORDED WITHOUT FEE FOR GOVERNMENT CODE SELECTIONS 6103 AND 27383

DEED OF TRUST WITH ASSIGNMENT OF RENTS

(This Deed of Trust contains an acceleration clause)

This DEED OF TRUST made this ____ day of __________, 2023 between SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC., a California nonprofit corporation, herein called Trustor, whose address is 890 Main Street, Santa Clara, CA 95050, the City of Santa Clara, herein called Trustee, and the CITY OF SANTA CLARA, herein called Beneficiary.

Witnessed: That Trustor irrevocably grants, transfer and assigns to Trustee in Trust, with Power of Sale, that Property located at 890 Main Street, Santa Clara, CA 95050 in the City of Santa Clara, County of Santa Clara, California, more particularly described as in EXHIBIT A Legal Description, attached hereto and incorporated herein.

If
the Trustor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the beneficiary being first had and obtained, beneficiary shall have the right, at its option, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.

TOGETHER WITH the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.

For the P
urpose of Securing (1) payment of the sum of ($750,000.00) according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein or reciting it is so secured; (3) Payment

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of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3788 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 71-10-26 615 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Juaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4788 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774

Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties are printed on the reverse side hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by laws.

The foregoing assignment of rents is absolute unless initiated here, in which case, the assignment serves as additional security.

BY SIGNING BELOW, Trustor accepts and agrees to the terms and covenants contained in this Security Instrument (including those provisions of the Fictitious Deed of Trust that are incorporated by reference) and in the Rider executed by Trustor and attached hereto as EXHIBIT B and incorporated hereby.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at this address hereinbefore set forth. [SIGNATURE(S) TO FOLLOW]

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IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

SANTA CLARA METHODIST RETIREMENT
FOUNDATION, INC.,
a California non-profit corporation

_____________________________________
By: Priscilla J. Haynes
Title: Executive Officer
Address: 890 Main Street
Santa Clara. CA 95050

Date: _________________

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The following is a copy of provisions (1) to (14) inclusive, of the fictitious Deed of Trust, recorded in each county in California, as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

A. To Protect the Security of This Deed of Trust, Trustor Agrees:
(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefore; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumeration herein not excluding the general.
(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or Beneficiary may apply other insurance policy upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said properly, including assessments on appurtenant water stock; when due, all encumbrances, charges, and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.
(5) Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any in cumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto;

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and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.

B. It is mutually agreed:
(1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not, waive his right either to require prompt payment when due of all other sums so secured or to declare default tor failure so to pay. (3) That at any time or from time to lime, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
(4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The
Owner in such reconveyance may be described as "the person or persons legally entitled thereto." Five years after issuance of such lull reconveyance, Trustee may destroy said note and this Deed (unless directed in such request to retain them).
(5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection

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of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
(6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration or default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation or said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale.

Trustee may p ostpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to lime thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
(7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.

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(8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, or the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
(10) Subordination: Notwithstanding any provision herein, the City agrees the Deed of Trust may be subordinated to the lien of a loan secured by a deed of trust securing financing for the seismic retrofit upgrades to the Property.

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DO NOT RECORD

REQUEST FOR FULL RECONVEYANCE TO TRUSTEE:

The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to your underline terms of said deed of Trust, to cancel said note or notes above mentioned and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.

Dated ___________________ ______________________________

______________________________

Please mail Deed of Trust,
Note and Reconveyance to: SAN

TA CLARA METHODIST RETIREMENT
FOUNDATION, INC.,
890 Main Street, SANTA CLARA, CA 95050

Do not lose or destroy this Deed of Trust OR THE NOTE, which it secures. Both must be delivered to the Trustee

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EXHIBIT A
(For Deed of Trust)

Property Legal Description

All that certain real property situated in the City of Santa Clara, County of Santa Clara, State of California, described as follows.

The parcel has one building with 10 stories over 17,410 square feet.

Property address: 890 Main Street, Santa Clara, CA 95050.

Zoning: CT
Lot size: 22,762 sq. ft.

Acres: 0.52
Census Track / Block: 5056.00/ 1
Map Reference: 54-B6

APN:
269-28-061

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EXHIBIT B

RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS

THIS RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS is made this _____ day of ______________ , 2023, and is incorporated into and shall be deemed to amend and supplement the Deed of Trust and Assignment of Rents (“'Deed of Trust”) covering real property and any improvements thereon located 890 Main Street , Santa Clara, California 95050, and further described in the property description set forth in the Deed of Trust, (“Property”), of the same date given by the undersigned, SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC. , a California Nonprofit Corporation ("Trustor") to secure Trustor’s promissory note to the City of Santa Clara, a municipal corporation (“City”) in the amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND NO/100 ($750,000.00) dated of even date herewith (the “Note”).

In addition to the covenants and agreements made in the Deed of Trust, City and Trustor further covenant and agree as follows:

1. This Rider and the Deed of Trust are made in connection with a certain Grant Agreement by and between the City of Santa Clara and SANTA CLARA METHODIST RETIREMENT FOUNDATION, INC., for the 2023-24 programs, as may be amended from time to time (“Grant Agreement”).

The Grant Agreement provides that Trustor is the recipient of certain Community Development Block Grant (“CDBG”) funds designated for rehabilitating Trustor’s building located at 890 Main Street in Santa Clara, California (the “Facility”).

2. All sums secured by the Deed of Trust shall, at the option of City, become immediately due and payable upon:

(a) The sale or transfer by Trustor of the Facility or Property, without the prior written consent of City, prior to time periods specified in the Note and Grant Agreement; or,
(b) A use by Trustor of the Property or the Facility, prior to the expiration of time periods specified in the Note and Grant Agreement and the reconveyance of the Deed of Trust, which violates the terms of the Grant Agreement including the Affordability Restriction Agreement attached thereto, or which is not an

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Liberty Tower Elevator CIP Agreement
“eligible activity” under Title 1 of the Housing and Community Development Act of 1974, Public Law 93- 383, as amended and regulations issued pursuant thereto by the United States Department of Housing and Urban Development; or,
(c) An uncured default under the terms of the Deed of Trust, if City exercises this option. City shall give Trustor notice of acceleration. The notice shall provide a period of not less than sixty (60) days from the date the notice is mailed, within which Trustor must pay all sums secured by the Deed of Trust, If Trus tor fails to pay these sums prior to the expiration of this sixty (60) day period, such failure shall constitute an uncured default and City may invoke any remedies permitted by the Deed of Trust without further notice or demand on Trustor.

3. The sums secur ed by the Deed of Trust shall be considered paid in full if the contingencies set forth in the Note and Grant Agreement have not occurred within the time periods set forth in the Grant Agreement. When said contingencies in the Note and the Grant Agreement do not occur within the time periods specified in the Grant Agreement, the Promissory Note shall have no further force or effect and shall be deemed null and void at the end of the latter of the time periods specified in the Grant Agreement, and City shall instruct the Trustee of the Deed of Trust to execute a full reconveyance, without warranty, of the Property described in the Deed of Trust.

4. Trustor hereby agrees to indemnify, hold harmless and defend with counsel of City’s choice, City, its agents, successors, and assigns for any and all expenses, costs, or liabilities directly or indirectly caused by displacement of and relocation of tenants located at the Facility.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

J-13

Liberty Tower Elevator CIP Agreement
By signing below, Trustor accepts and agrees to the terms and provisions contained in this Rider.

IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

SANTA CLARA METHODIST RETIREMENT
FOUNDATION, INC.,

a California non-profit corporation

_____________________________________
By: Priscilla J. Haynes
Title: Executive Officer
Address: 890 Main Street
Santa Clara. CA 95050

Date: _________________
2023-2024 Rebuilding Together Silicon Valley Agreement

SUMMARY PAGE

Agency: Rebuilding Together Silicon Valley

Project: Homeowner Rehabilitation & Minor Repair Project

Description: The Homeowner Rehabilitation & Minor Repair Project will preserve and maintain affordable housing by providing
rehabilitation services to low -income homeowners of the City of Santa Clara who occupy their homes. Rehabilitation work will provide homeowners a safe and sanitary living environment. The primary consideration of repairs will be correcting deficiencies that create substandard and unsafe housing conditions.

Funding Source: Community Development Block (CDBG) – CDFA #14.218

Grant Number: B-23-MC-06-0022 Project No.: PSA-23-001

TOTAL AWARD: $100,000 (not to exceed)

Agreement Term: Start Date: July 1, 2023 End Date: June 30, 2024

PARTIES TO AGREEMENT:

ORGANIZATION CITY OF SANTA CLARA
Organization
Name:

Rebuilding Together Silicon
Valley
Housing & Community
Services Division
Address for Legal
Notice:
1701 S. 7th Street, Ste., #10 1500 Warburton Avenue.

City/State/Zip Code: San Jose, CA 95112 Santa Clara, CA 95050 Attention: Deanne Everton
Executive Director
Adam Marcus
Housing Division Manager
Email Address: [email protected] [email protected] Telephone No.: (408) 578-9519 (408)615-2491
Tax ID 77-0289381
UEI #: 017547055
Type of Entity: 501 (c) 3 public benefit corp.

State of Incorporation
or Residency:

California
Ebix Insurance # S200004294
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Ebix Insurance No. S200004294

PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

REBUILDING TOGETHER SILICON VALLEY

PREAMBLE
This agreement for the performance of services (“Agreement”) is by and between Rebuilding Together Silicon Valley , a California nonprofit corporation, (“Organization”) and the City of Santa Clara, California, a chartered California municipal corporation wi th its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 (“City”). City and Organization may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

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

The Parties agree as follows:

AGREEMENT PROVISIONS

Exhibit A – Scope of Services
Exhibit B – Performance Measures & Reporting Requirements Exhibit C – Budget & Basis for Reimbursement
Exhibit D – Insurance Requirements
Exhibit E – Special Grant Conditions
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Exhibit F – Employee/Volunteer Clearance & Compliance with Child Abuse and Neglect Reporting Act
Exhibit G – MBE/WBE Guidelines
Exhibit H – Ethical Standards
This Agreement, including the Exhibits set forth above, contains all the Agreements, representations and understandings of the Parties, and supersedes and replaces any previous Agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. FUNDING AND APPROPRIATION
Pursuant to the provisions of Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383, the City has received Community Development Block Grant funds (“CDBG”) from the United States Department of Housing and Urban Development (“HUD”) as an entitlement. From the CDBG grant funds, City has appropriated an amount not to exceed One Hundred Thousand Dollars ($100,000) (“Grant Funds”), subject to budget appropriations, to be given to Organization
Upon Organization’s compliance with the terms and conditions of this Agreement, City will contribute to Organization the amount set forth in this Section. The Grant Funds shall not be used for any other purpose than to pay expenses (or if said expenses have already been paid by Organization, then for reimbursement of same to Organization) related to the purpose of the Grant, as set forth in Exhibit A. None of the City’s Contribution will be used to pay for any expenses of Organization incurred before the start of the Term of Agreement. All work performed or materials provided in excess of the maximum compensation or work performed or materials provided that are deemed ineligible shall be at the Organization’s expense.

Renewal Term: The City reserves the right at its sole discretion, and subject to funding and City Council appropriation, to extend the term of this Agreement. The Parties may mutually agree to renew this Agreement for one additional year (“RENEWAL TERM”).

The Renewal Term shall be subject to the Subrecipient’s successful performance in the first year and the availability of funds from the U.S. Department of Housing and Urban Development for the CDBG program . Unless otherwise mutually agreed upon by the Parties, the Scope of Services (Exhibit A) shall remain the same for each year of funding. If Organization’s appropriation for the next year decreases/increases significantly from the previous year’s appropriation, the Parties will negotiate adjustments to Exhibit A.
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4. REPROGRAMMING OF FUNDS
Amendments to the terms and conditions of this Agreement shall be requested in writing by the Party desiring such revision, and any such adjustment to this Agreement shall be determined and effective only upon the mutual agreement in writing of the Parties hereto unless the amendments are made by HUD, in which case they will be adopted as ordered.

A. Initiated by City : City may re-channel funds budgeted in one cost category into another cost category of the Program . Before re-channeling funds, the City will give the Organization ten (10) business days written notice of the re-channeling of funds along with a copy of an expenditure review for the Program. City shall make its final determination with respect to the re -channeling of funds only afte r Organization has been given an opportunity to present its views and recommendations. In no event shall the City be bound to accept Organization's views or recommendations.

B. Initiated by Organization: The City's Program Manager may, at the request of Organization, approve re- channeling of funds from any cost category (ies) to another at any time provided that there is not an increase in the overall Total Budget amount specified in Exhibit C of this Agreement. Approval by the City’s Program Manager of such rechanneling of funds must be in writing.

5. OBLIGATIONS OF ORGANIZATION
A. Corporation of Organization: Organization shall:
1) Provide City, prior to the Effective Date of this Agreement, and, at all times during the Agreement period, within thirty (30) days of a change in status of any of the following documents, with:
a) A copy of Articles of Incorporation under the laws of the State of California; b) A copy of current Bylaws of Organization;
c) Verification and documentation of Internal Revenue Service nonprofit status under Title 26, Section 501(c) of the Internal Revenue Code; d) Verification and documentation of State of California Franchise Tax Board tax exempt status under Section 23701(d), of the California Revenue and Taxation Code;
e) Names and addresses of current Board of Directors of Organization; f) A copy of the adopted personnel policies and procedures including an Affirmative Action Plan if staff exceeds fifteen (15) employees; and, g) An organizational chart and staffing profile.
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2) Report in writing any changes in the Organization 's Articles of Incorporation, Bylaws, tax exempt status and/or Board membership immediately to the City's Program Manager or his/her designee.
3) Maintain no greater than forty nine percent (49%) of the Board of Directors as “interested persons” under this Agreement. For the purposes of this Agreement, “interested persons” means either:
a) Any person currently being compensated by the Organization for services rendered to the Organization within the previous twelve (12) months, whether those services were rendered as a full or part time employee, independent contractor or otherwise, excluding any reasonable compensation to a director as a director; or,
b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in- law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
4) Include on the Board of Directors representation from the broadest possible cross section of the community, including those with expertise and interest in the Organization's services, representatives from community organizations interested in the Organization's services, and users of the Organization's services.
5) Open to the public all meetings of the Board of Directors, except meetings, or portions thereof, dealing with personnel or litigation matters. 6) Keep minutes, approved by the Board of Directors, of all regular and special meetings. (A copy of approved minutes shall be forwarded to the City's Program Manager).
7) Encourage public participation in planning and implementing services provided under this Agreement.
8) Comply with 2 CFR § 200.321(b) and the City of Santa Clara Disadvantaged Business Enterprise Program, available from the City’s Program Manager, regarding the use of minority and/or female owned businesses, vendors, suppliers, and contractors to the maximum extent feasible, for items funded under this Agreement.
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B. Program Performance of Organization: Organization shall:
1) Submit to City performance criteria and schedule of activities describing measurable annual goals and objectives of the Program incorporated in this Agreement as Exhibit A.
2) Submit to the City, on the prescribed form, a line item operating budget of the Program to be incorporated in this Agreement as Exhibit C, titled “Budget and Basis f or Reimbursement”, attached hereto and incorporated herein by this reference.
3) Obtain completed intake documents for each City of Santa Clara resi dent receiving services under this Agreement. Such forms shall be approved by the City and shall be made available for review during the monitoring process. 4) File reports (on forms approved by City) with the City on the type and number of services rendered to beneficiaries through the operation of the Program.

Such reports shall evaluate the manner in which the Program is achieving its objectives and goals according to standards established by City. The reports shall be due within ten (10) business days after the end of each reporting period and shall cover the time immediately preceding the date on which the report is filed.
5) Provide a completed Program evaluation survey from a representative sampling of beneficiaries served. The results of this survey shall be periodically reviewed and approved by the Organization’s Board of Directors. Format of survey documents shall be subject to the approval of the City's Program Manager. Forms shall be held at Organization's administrative offices and shall be made available for review by City during the monitoring process. 6) Coordinate its services with existing organizations providing similar service in order to foster community cooperation and to avoid unnecessary duplication of services.
7) Seek out and apply for other sources of revenue in support of its operation or services from county, state, federal and private sources. 8) Include an acknowledgement of City support on all appropriate Program publicity and publications using words to the effect that services are funded by the City of Santa Clara. Any Program publicity acknowledging City funding that is produced during the Agreement period shall be reviewed by City prior to any public release.

G. Compliance with Ethical Standards: Organization shall comply with the City’s Ethical Standards, a copy of which is set forth in Exhibit H, attached hereto and incorporated into this Agreement.

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6. OBLIGATIONS OF CITY
A. Monitoring for Compliance with Agreement: Consistent with the applicable sections of 24 CFR §§ 570.501-502 and 2 CFR § 200.328, the City will evaluate the Program based on compliance with the Agreement, semi -annual reports received from Organization, and on- site monitoring of client and service -based data.

B. Method of Payment: City shall reimburse Organization for all allowable costs and expenses incurred in providing the Program during the Agreement period, not to exceed the total sum of One Hundred Thousand Dollars ($100,000).

The City may, at any time and in its absolute discretion, elect to suspend or terminate payment to Organization, in whole or in part, under this Agreement or not to make any particular payment under this Agreement in the event of unsatisfactory performance or noncompliance. Reimbursement shall be initiated quarterly, or other time period approved by the City, upon submission of invoices and appropriate documentation.

7. PROGRAM FEES
A. All fees collected by the Organization for direct services during the Agreement period shall be retained by the Organization and shall be added to funds committed to Program by the City. These Program Fees shall be used to further Program activities. Spending of such fees is subject to all applicable requirements governing use of CDBG funds.

B. Fees collected that remain unspent at the end of the Agreement period shall continue to be subject to the requirements of federal CDBG regulations and this Agreement.

C. Fees received subsequent to the Agreement period shall not be governed by federal CDBG regulations or this Agreement.

8. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS City and Organization bind themselves, their successors and assigns to all covenants of this Agreement.

A. The relationship of Organization to City is that of an independent contractor.

B. None of the work or services to be performed hereunder shall be delegated or subcontracted to third parties without prior written City approval. d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 7
C. No subcontractor of Organization will be recognized by City as such. All subcontractors are deemed to be employees of Organization, and Organization agrees to be responsible for their performance and any liabilities attaching to their actions or omissions.

9. C OMPLIANCE WITH LAW
A. Compliance: Organization shall become familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations, an d decrees, including, but not limited to, those federal rules and regulations outlined in Exhibit E , titled “ Special Grant Conditions”, attached hereto and incorporated herein by this reference.

B. Assurances: Failure of Organization, in any manner, to observe and adhere to law as described herein or as amended shall in no way relieve Organization of its responsibility to adhere to same and Organization herein acknowledges this responsibility. Organization shall hold City, its City Council, officers, employees and boards and commissions harmless from Organization's failure(s) to comply with any requirement imposed on Organization by virtue of the utilization of City funds. Organization shall reimburse City for any disallowed costs and/or penalties imposed on City because of Organization's failure to comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees.

10. INTEGRATED DOCUMENT
This Agreement embodi es the A greement between City and Organization and its terms and conditions. No verbal agreements or conversations with any officer, agent or employee of City prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City.

11. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Organization agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way Organization receipt of funds pursuant to this Agreement – including claims of any kind by Organiza tion’s employees or persons contracting with Grantee to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services.

However, the obligation to indemnify shall not apply if suc h liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited. d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 8
B. Organization’s obligation to protect, defend, indemnify, and hold harmless in ful l City and City’s employees, shall specifically extend to any and all employment - related claims of any type brought by employees, contractors, subcontractors or other agents of Organization, against City (either alone, or jointly with Organization), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

12. WHEN RIGHTS AND REMEDIES WAIVED
In no event shall any payment by City hereunder constitute or be construed to be a waiver by City of any breach of covenants or conditions of this Agreement or any default which may then exist on the part of Organization, and the making of any such payment while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to City or Organization with respect to such breach or default.

13. TERMINATION
A. In a ccordance with 2 CFR § 200.338, the City may suspend or terminate this Agreement if the Organization materially fails to comply with any terms of this Agreement, which include, but are not limited to:
1) Organization fails to comply with existing conditions of the Agreement; or, 2) Organization refuses to accept any additional conditions that may be imposed by City or the Federal government.
3) Organization fails to implement required corrective actions in a timely and sufficient fashion.

C. Upon Suspension or Termination Organization Shall:
1) Not incur new obligations and shall cancel as many outstanding obligations as possible;
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2) Be paid only for services actually rendered to City to the date of such suspension or termination; provided, however, if this Agreement is suspended or terminated for fault of Organization, City shall be obligated to compensate Organization only for that portion of Organization's services which are of benefit to City;
3) Turn over to City immediately any and all copies of studies, reports and other data, prepared by Organization or its subcontractors, whether or not completed, if any, in connection with this Agreement; such materials shall become property of City. Organization, however, shall not be liable for City's use of incomplete materials or for City's use of complete documents if used for other than the services contemplated by this Agreement; and,
4) Act in accordance with the “Closing Out Procedure”.

14. CLOSING OUT PROCEDURE
A. Organization is responsible for City's receipt of final billing by July 15 after the completion of the Agreement period. The City will accept no further billing for that year’s Agreement period after July 15. Any amount of the year’s grant remaining unbilled after the applicable date may be reprogrammed by City without notice to Organization.

B. City is not liable for any Organization expenses incurred after the Agreement period of this Agreement.

15. THE CAPTIONS
The captions of the various sections, paragraphs, and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation.

16. NO THIRD-PARTY BENEFICIARY
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever.

17. SEVERABILITY
In case any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions which shall remain in full force and effect. d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 10

18. NO PLEDGING OF CITY’S CREDIT
Under no circumstances shall Organization have the authority or power to pledge the credit of City or incur any obligation in the name of City. Organization shall save and hold harmless City, its City Council, its officers, employees, and boards and commissions for expenses arising out of this Agreement.

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

20. VENUE
In the event that suit shall be brought by any Party to this Agreement, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District of California, San Jose Division.

21. ORGANIZATION FINANCIAL DISCLOSURE REQUIREMENTS
Organization services to be rendered under the provisions of this Agreement are excluded from the requirement of filing a Financial Disclosure Statement by Title 2, California Code of Regulations, Section 18700 (2)(A) and (B).

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

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

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This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

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

Dated:

GLEN R. GOOGANS
City Attorney

JŌVAN GROGAN
City Manager
“CITY”

REBULDING TOGETHER SILICON VALLEY
a California non-profit corporation

Dated: _________________________

By:
(Signature of Person executing the Agreement on behalf of Organization)

Name: Deanne Everton
Title: Executive Director
Local Address: 1701 S. 7th Street, Suite #10
San Jose, CA 95112
Email Address: [email protected]
Telephone: (408) 578-9519

“ORGANIZATION”
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PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

REBUILDING TOGETHER SILICON VALLEY

EXHIBIT A

SCOPE OF SERVICES

The Services to be performed for the City by the Organization under this Agreement are more fully described herein to this Exhibit A.

Organization shall implement this agreement in accordance with the applicable provisions of Title I of the Housing and Community Act of 1990, as amended, the federal regulations as set forth in 24 CFR Part 570, written interpretations or requirements by the Department of Housing and Urban Development (HUD), and all other rules and regulations pertaining thereto.

1. Program Description

PURPOSE
Rebuilding Together Silicon Valley (RTSV) believes that everyone deserves to live in a safe and health home. The project purpose is to improve the quality of life for low - income, aging, and/or physically challenged adults/families by providing a suitable living environment through focused home repairs.

SCOPE
RTSV proposes to preserve and maintain affordable housing by providing housing rehabilitation services to low -income homeowners of the City of Santa Clara who occupy their homes. Rehabilitation made to the homes will provide homeowners a safe and sanitary living environment. The primary consideration of repairs to the home will be correcting deficiencies that create substandard and unsafe housing conditions.

Individual scopes of work may not exceed twenty-five thousand dollars ($25,000) and can include any combination of the following:

1) Major Repairs including, but not limited to:
a. Re-roof and gutter/downspout replacements.
b. Furnace replacement and other HVAC related work.
c. Re-pipe, waste line, and other major plumbing repairs. d. Electrical panel replacement/upgrades.
e. Walkway/driveway repairs/replacements.

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2) Minor Repairs.
a. Accessibility modifications (e.g., wheelchair ramps/lifts, grab bars, handrails, replacement of door handles, faucets, toilets, etc. b. Window/door replacements and weather stripping.
c. Smoke and carbon monoxide detectors.

Electrical repairs such as light switches, GFCI outlets, light fixtures.

2. Location of the Program/Activities
Unless otherwise indicated, the Project/Activity will be offered at the following location:

Site Name Site Address
Citywide

3. National Objectives
All activities funded with CDBG funds must meet on of the CDBG program’s National Objectives: benefit low - and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR § 570.208.

The Organization certifies that the activity(ies) carried out under this Agreement will meet the national objective of Benefit to low-and moderate-income (LMI) persons through rehabilitation of owner -occupied residential housing (i.e., Low -Mod Housing Activities).
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PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

REBUILDING TOGETHER SILICON VALLEY

EXHIBIT B

PERFORMANCE MEASURES & REPORTING REQUIREMENTS

The City will monitor the performance of the organization against goals and performance standards as stated.

1.01 Unduplicated Participants.

Proposed total number of unduplicated participants to be served by this Project only. For purposes of this Agreement , UNDUP LICATED PARTICIPANTS shall be defined as participants who receive services at least once a year but who may not be counted more than once in that year. Organization shall retain records documenting eligibility. Such records shall include, but not be limite d to, family size, total household income, gender head of household, race, ethnic, and disability data.

Quarter
1 Quarter
2 Quarter
3 Quarter
4 Total
Total Project 2 3 3 1 9

1.02 Services.

Throughout the term of this Agreement, Organization shall provide services to participants during the regular office hours of 8:00 a.m. to 5:00 p.m., Monday through Friday:

Activity 1:

Number of urgent, safety and/or, accessibility/mobility repairs completed to ensure safe and decent living environment. One unit service defined as one individual repair. (i.e., 3 grab bars = 3 repairs)

Activity 1 Quarter
1 Quarter
2 Quarter
3 Quarter
4 Total
Number of MINOR repairs 4 6 6 2 18
Number of MAJOR repairs 2 3 3 1 10
TOTALS 6 9 9 3 27

1.03 Outcome Measure Statement and Measurement Methodology.

Measurement Methodology.

Organization shall use pre- and post-surveys to measure improved safety conditions of PARTICIPANTS in their homes. At the conclusion of the work completed, the homeowner responds to completed scope of work survey and indicates yes (has d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 15
improved), or no (has not improved) to the improvement safety condition of their home.

Organization shall calculate the percentage of unduplicated households who indicate yes, that they have improved safety conditions by dividing the total number of UNDUPLICATED HOUSEHOLDS that had safety repairs performed on their home.

Organization shall submit results of outcome measures to CDBG no later than ten (10) calendars days after the end of the second quarter and no later than seven (7) calendar days after the end of the fourth quarter.

Outcome
Measure #1
80% of households sh all have improved safety conditions in their home.

Measurement
Methodology
Pre and Post questions. At the conclusion of the completed work, the applicant responds to a questionnaire, indicating completion of agreed upon work and that they have improved l iving/safety conditions in the home. Of the total projects completed, the number of responses that indicate yes, are divided by the total (yes & no) responses to determine the final calculation.

Quarter 1 Quarter 2 Quarter 3 Quarter 4
Outcome Goal N/A 80% N/A 80%

Outcome
Measure #2
80% of households that shall have improved accessibility and mobility modifications in their home.

Measurement
Methodology
Pre and Post questions. At the conclusion of the completed work, the applicant responds to a questionnaire, indicating completion of agreed upon work and that they have improved accessibility and mobility modifications in their home. Of the total projects completed, the number of responses that indicate yes, are divided by the total (yes & no) responses to determine the final calculation.

Quarter 1 Quarter 2 Quarter 3 Quarter 4
Outcome Goal N/A 80% N/A 80%

1.04 Organization must describe outreach efforts employed, and to be employed, to reach out to all persons without regard to race, sex, color, age, religion, actual or perceived gender identity, sexual orientation, disability, ethnic or national origin, or familial status. Documentation of these efforts must be submitted along with the second and fourth quarterly performance reports.

1.05 Monitoring and Evaluation of Services: Organization shall timely furnish all client and service data, statements, records, information and reports necessary for City to monitor, review and evaluate the performance of the Organization with respect to the program and its components. The results of Organization's performance will be recorded on a standard monitoring and evaluation form. City shall have the right to request the services of an outside agent to assist in any such evaluation. Such services shall be paid for by City.
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1.06 Contract Noncompliance: With receipt by City of any information that indicates a failure or deficiency by Organization to comply with any provision of this Agreement or provide unsatisfactory service, the Agency shall have the right to require corrective action to enforce compliance with such provision. Corrective action shall be taken if any of the following, as examples only, occur:

A. If Organization (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to City in connection with the Program;
B. If there is pending litigation with respect to the performance by Organization of any of its duties or obligations under this Agreement, which may materially jeopardize or adversely affect the undertaking of or the carrying out of the Program;
C. If Organization shall have taken any action pertaining to the Program that requires City approval without having obtained such approval; D. If Organization is in default under any provisions of this Agreement; E. If Organization makes improper use of grant funds;
F. If Organization fails to co mply with any of the terms and conditions of this Agreement in such a manner as to constitute material breach thereof; or, G. If Organization submits to City any reports that are incorrect or incomplete in any material respect.

1.07 Corrective Action : City shall h ave the right to require the presence of any of Organization's officers at any meeting called for the purpose of considering corrective action within seven (7) business days of issuing such notice.

Following such meeting, the City shall forward to Organization a set of corrective action recommendations relative to unsatisfactory performance and/or noncompliance, and a timetable for implementing the specified corrective action recommendations; such timetable shall allow Organization not less than seven (7) business days to comply with the specified corrective action recommendations. Following implementation of the corrective actions, Organization shall forward to City, within the time specified by City, any documentary evidence required by City to verify that the corrective actions have been taken. In the event Organization does not implement the corrective action recommendations in accordance with the corrective action timetable, City may suspend payments hereunder, disallow all or part of the cost of the act ivity or action in noncompliance, provide notice of intent to terminate this Agreement, withhold future awards, and/or take other remedies that may be legally available. d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 17

PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

REBUILDING TOGETHER SILICON VALLEY

EXHIBIT C

BUDGET & BASIS FOR REIMBURSEMENT

Program Services
CDBG
Fund
In-Kind
Donations
General
Fund
Total
Project Cost
Personnel 20,000 15000 35,000
Benefits 5250 5250
Subtotal Personnel Costs: 20,000 20,250 40,250
Office supplies 147.27 39.06 186.33
Occupancy 3713.09 986.26 4699.35
Utilities 725.56 192.44 918
Mileage/Vehicle Maintenance 720 190.97 910.97
Postage/Printing/Outreach 605.45 180.56 786.01
Insurance 1145.45 303.81 1449.26
Materials 20,000 10,000 30,000
Contract Services 51,070.36 10,000 61,070.36
Audit 1185.55 314.45 1500
Communication
Training 327.27 101.07 428.34
Equipment Rental/Maintenance 196.36 52.08 248.44
Program Evaluation 163.64 56.48 220.12
Volunteer Program 2,000 1225 3225

Subtotal Non-Personnel: 80,000 22,000 3642.18 105,642.18

TOTAL PROGRAM BUDGET: 100,000 22,000 23,892.18 145,892.18

I I
d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 18

PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

REBUILDING TOGETHER SILICON VALLEY

EXHIBIT D

INSURANCE REQUIREMENTS

A. COMMERCIAL GENERAL LIABILITY INSURANCE

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 19
broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS’ COMPENSATION

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

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

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

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

2. Primary and non-contributing. Each insurance policy provided by Organization shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self -insurance or self -insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Organization’s insurance.
d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 20

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non- payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non- renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.

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

1. Organization agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Organization, provide the same minimum insurance coverage required of Organization, except as with respect to limits. Organization agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Organization agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

3. The City reserves the right to withhold payments from the Organization in the event of material noncompliance with the insurance requirements set forth in this Agreement.
d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 21
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Organization, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Organization shal l file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Organization or its insurance broker shall provide the required proof of insur ance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25- S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Organization shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara [Housing & Community Services]

PUBLIC SERVICE GRANT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

REBUILDING TOGETHER SILICON VALLEY

EXHIBIT E

SPECIAL GRANT CONDITIONS

SECTION 1 GENERAL GRANT CONDITIONS

1.01 Definitions. As used herein, “HUD” means United States Department of Housing and Urban Development. “Project Area” for the purposes of this EXHIBIT E means the City of Santa Clara.

1.02 Compliance with Applicable Federal Regulations. Organization agrees to comply with the requirements of Title 24 CFR Part 570, including subpart K of these regulations, except that (1) the Organization does not assume the City’s environmental responsibilities described in 24 CFR § 570.604; and (2) the Organization does not assume the City’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Organization also agrees to comply with all other applicable Federal, state and local laws, regulations and policies governing the funds provided under this Agreem ent. The Organization further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available.

a. Title VI of the Civil Rights Act of 1964, which provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance; and

b. The Housing and Community Development Acts of 19 74 and 1977, as amended, which provide that no person in the United States shall be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available pursuant to said acts; and

c. Title VIII of the Civil Rights Act of 1968 (The Fair Housing Act) which prohibits discrimination in the sale, rental, and financing of housing and the provision of brokerage services because of race, color, religion, sex, sexual orientation, d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 23
actual or perceived gender identity, national origin, handicap, or familial status; and

e. Executive Order 11246, (as amended by Executive Orders 11375 and 12086 and further amendments) Equal Opportunity Under HUD Contracts and HUD - assisted Construction Contracts, which requires that City and Organization, and their respective subcontractors, agree not to discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, sexual orientation, actual or perceived gender identity, or national origin; and

f. Section 3 of the Housing and Community Development Act of 1968 Pertaining to Employment Opportunities for Lower -Income Persons (12 U.S.C. 1701u), requires that, to the greatest extent feasible on projec ts financed by HUD, a subrecipient must:

i. provide opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project, are given to persons residing in the Santa Clara metropolitan area with household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD. Where feasible, priority should be given to residents within the service area of the Project or the neighborhood in which the Project is located who have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD, and to participants in other HUD programs who have household income that is at or below 80% AMI of that area; and

ii. award contracts for work undertaken in connection with housing rehabilitation (including reduction and abatement of lead- based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for persons residing within the metropolitan area in which the CDBG-funded Project is located and have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD. Where feasible, priority should be given to business concerns that provide economic d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 24
opportunities to residents within the service area or the neighborhood in which the Project is located who have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD, and to participants in other HUD programs who have household income that is at or below 80% AMI of that area; and

iii. self-certify whether they are a Section 3 business, employs Section 3 residents, or subcontracts with business that provide opportunities to low-income persons when an award of $200,000 or more of HUD funding is provided for housing rehabilitation, housing construction, or other public construction projects, and/or $100,000 or more to subcontractors; and

iv. at a minimum, provide documentation on federal compliance, reporting and outreach efforts; and

h. The Age Dis crimination Act of 1975 (Pub. L. 94- 135), as amended, and implementing regulations when published for effect which provides that no person shall be excluded from participation, denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving Federal assistance; and

i. The requirements relating to Minority -Owned and Women- Owned Business Enterprises set forth in Executive Order No. 11625 of October 13, 1971, 36 Fed. Reg. 19967, as amended by Executive Order No. 12007 of August 22, 1977, 42 Fed. Reg. 42839; and Executive Order No. 12432 of July 14, 1983, 48 Fed. Reg., 32551; and Executive Order No. 12138 of May 18, 1979, 44 Fed.

Reg. 29637, a subrecipient must exercise affirmative outreach efforts when soliciting bids for service or construction when the Federal funds received by the subrecipient or subcontractor exceeds $10,000 and when the subrecipient or subcontractor is a for-profit organization/ business; and

j. The Uniform Federal Accessibility Standards set forth in 24 CFR Part 40, Appendix A; and

k. Americans with Disabilities Act of 1990 (ADA), which prohibits discrimination on the basis of disability in employment and in public accommodations and commercial facilities and defines the range of conditions that qualify as disabilities, and the reasonable accommodations that must be made to assure d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 25
equality of opportunity, full participation, independent living, and economic self- sufficiency for persons with disabilities. It further provides that discrimination includes a failure to design and construct facilities for first occupancy no later than January 26, 1993, that are readily accessible to and usable by individuals with disabilities. Further the ADA requires the removal of architectural barriers and communication barriers that are structural in nature in existing facilities where such removal is readily achievable – that is easily accomplishable and able to be carried out without much difficulty or expense; and

l. The provisions of 24 CFR Part 24, relating to the employment, engagement of services, awarding of contracts, or funding of any grantee or sub during any period of debarment, suspension or placement in ineligibility status; and

m. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. 5301 et. seq .) This law provides that any grant under section 106 shall be made only if the City certifies to the satisfaction of the Secretary of HUD that the Organization will, among other things, affirmatively further fair housing; and

n. Section 109 of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C. 5301 et. seq., particularly 42 U.S.C. 6101 ets. seq ., and 29 U.S.C. 794) and further amendments, which mandates that no person on the grounds of race, color, national origin, sex, sexual orientation, actual or perceived gender identity, age or religion shall be excluded from participation, denied the benefits of, or otherwise be subject to discrimination under any activity funded in whole or part with CDBG funds; and

o. Architectural Barriers Act of 1968 requires that federally funded buildings and other facilities, as defined in 24 CFR § 40.2 and 40 CFR § 101-19.602(2), to be designed, constructed, or altered in accordance with standards that ensure accessibility to, and use by, physically handicapped people.

p. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non- Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 26
ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

q. Procurement of Recovered Materials: See 2 CFR 200.322.

1.04 Relocation and Real Property Acquisition. Organization shall comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA) and 24 CFR § 570.606(b); and (b) the requirements of 24 CFR § 570.606(c) governing the Residential Anti -displacement and Relocation Assistance Plan (Plan) under section 104(d) of the HCD Act. Under the URA and the Plan, the subrecipient must provide relocation assistance to persons (families, individuals, businesses, non-profit organizations and farms) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBG - assisted project. All property occupants must be issued certain notices on a timely basis. The Plan also required the one- for-one replacement of any occupied or vacant occupiable low/moderate-income housing that is demolished or converted to another use in connection with a CDBG -assisted project. Finally, the Plan requires the identification of the steps that will be taken to minimize displacement.

1.05 Political Reform Act . Organization shall comply with the applicable provisions of the Political Reform Act of 1974, as amended, relating to conflicts of interest (codified at California Government Code Section 87000, et seq.) Organization will promptly advise City of the facts and circumstances concerning any disclosure made to it or any information obtained by it relating to conflicts of interest.

1.06 Flood Disaster Protection. Notwithstanding any other provision of this Agreement, Organization shall comply with the Flood Disaster Protection Act of 1973, as amended (P.L. 93- 234), and the standards issued thereto. No portion of the moneys to be paid to Organization pursuant to this Agreement shall be used for acquisition or construction purposes as defined under Section 3(a) of said Act, for use in an area identified by the Secretary of HUD as having special flood hazards which is located in an area not in compliance with the requirements for participation in the National Flood Insurance Program pursuant to Section 201(d) of said Ac t; and the use of any of said moneys for such acquisition or construction in such identified areas in communities then participating in the National Flood Insurance Program shall be subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act.

Any contract or agreement for the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement shall contain, if such land is located in an area identified by the Secretary of HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C. 4001, et seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 27
purposes under Section 102(a) of the Flood Disaster Protection Act of 1973, as amended. Such provisions shall be required notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement.

1.07 Equal Employment Opportunity . In providing the work and services herein specified, Organization shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin.

1.08 Prohibition of and Elimination of Lead- Based Paint Hazard. Notwithstanding any other provision, Organization agrees to comply with the regulations issued by the Secretary of HUD set forth in 24 CFR § 570.608 and all applicable rules and orders issued thereunder which prohibit the use of lead- based paint in residential structures undergoing federally assisted construction or rehabilitation and require the elimination of lead- based paint hazards. Every contract or subcontract, including painting, pursuant to which such federally assisted construction or rehabilitation is performed, shall include appropriate provisions prohibiting the use of lead-based paint.

a. Organization stipulates that any facility to be utilized in the performance of any nonexempt contract or subcontract is not listed on the List of Violating Facilities issued by the Environmental Protection Agency (EPA) pursuant to 40 CFR §

15.20;

b. Organization agrees to comply with all the requirements of Section 114 of the Clean Air Act, as amended, (42 U.S.C. 1857c-8) and Section 308 of the Federal d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 28
Water Pollution Control Act, as amended, (33 U.S.C. 1318) relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in said Sections 114 and 308, and all regulations and guidelines issued thereunder;

c. Organization stipulates that as a condition for the award of the contract prompt notice will be give n of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities;

1.10 Federal Labor Standards (i.e., Davis Bacon Act) Provisions. Except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) families, Organization and all subrecipients engaged under contracts in excess of Two Thousand Dollars ($2,000) for the construction, completion or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply the Davis-Bacon Act ( 40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts m ust also include a provision for compliance with the Copeland “Anti -Kickback” Act ( 40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 29
entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

1.13 Conflict of Interest . Under 24 CFR Part 570.66, no officer, employee or agent of City or Organization who exercises any functions or responsibilities with respect to the CDBG Program or to the services and work to be performed by Organization pursuant to this Agreement, during such officer's, employee's or agent's tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

Organization shall incorporate or cause to be incorporated in every contract required to be in writing a provision prohibiting such interest pursuant to the purposes of this section.

1.14 Prohibition Against Payments of Bonuses or Commissions . The assistance provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining HUD approval of the application for such assistance, or HUD approval of applications for additional assistance, or any other approval or concurrence of HUD required under this Agreement, Title I of the Housing and Community Development Acts of 1974 or 1977, or HUD regulations with respect thereto; provided, however, that reasonable fees or bona fide d9156478-f9cc-42eb-9ef7-66e6a0c62858 Page | 30
technical, consultant, managerial or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as program costs.

1.15 Copyrights. If this Agreement results in a book or other copyrightable material, the author is free to copyright the work, but HUD reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, all copyrighted material and all material which can be copyrighted.

1.16 Patents. Any discovery or invention arising out of or developed in the course of work aided by this Agreement shall be promptly and fully reported to City and HUD for determination by HUD as to whether patent protection on such invention or discovery will be sought and how the rights in the invention or discovery, including the rights under any patent issued thereon, shall be disposed of and administered, in order to protect the public interest.

1.17 Political Activity.

City Council and Authorities ConcurrentJuly 18, 2023

City Council and Authorities Concurrent
July 18, 2023