City Council and Authorities Concurrent
August 29, 2023

Rev. 08/2023

CITY OF SANTA CLARA, CALIFORNIA

CLASS SPECIFICATION
TITLE: ASSISTANT CITY MANAGER (JOB CODE 016)

DEPARTMENT ACCOUNTABLE TO FLSA STATUS
City Manager’s Office City Manager or
Chief Operating Officer
Exempt

CLASS SUMMARY
The Assistant City Manager is a management position in the unclassified service, that performs executive level work assisting the City Manager in planning, coordinating and directing complex programs and projects for the City of Santa Clara. This position directs the goals, objectives, and activities of assigned functional areas; coordinates and administers major City programs; assumes direct line authority over departments and activities of the City; and serves as a liaison with community groups and organizations. Performs related duties as assigned.

DISTINGUISHING CHARACTERISTICS
The Assistant City Manager is responsible for policy development for program planning, fiscal management, administration and operations of City agencies/departments. In the absence of the City Manager and the Chief Operating Officer, an Assistant City Manager acts in the capacity of City Manager and assumes direct line authority over departments and activities of the City. As a member of the City’s Unclassified Service this is an “at-will” position and the incumbent serves at the discretion of the City Manager.

MINIMUM QUALIFICATIONS

EDUCATION AND EXPERIENCE
• Graduation from an accredited college or university with a Bachelor’s Degree in Public Administration, Business Administration or a discipline related to the business performed by the City Manager’s Office; AND
• Six (6) years of senior-level management experience preferably in a large or complex municipality, corporation, military and/or non-profit organization.

ACCEPTABLE SUBSTITUTION
• A Master's Degree in a discipline related to the business performed in the City Manager’s office is highly desirable and may be substituted for one year of the required experience.

LICENSES/CERTIFICATIONS
• Possession of a valid California Class C driver's license is required at the time of appointment and for the duration of employment.

OTHER REQUIREMENTS
• Must be able to perform all of the essential functions of the job assignment; and • May be required to work odd and unusual hours, weekends and shift work and to be available on an “on-call” basis as assigned.

ASSISTANT CITY MANAGER (016) (continued)

TYPICAL DUTIES
This description may not include all the duties listed below, nor do the examples cover all duties that may be performed.

Under General Direction:
• Assist the City Manager in a variety of complex administrative matters • Oversight of council priorities and strategic goals or operating priorities • Manage the office of the City Manager, including performance management and the department budget
• Functional oversight of departments
• Consult with and assists department heads in solving administrative, operational problems or in developing major changes in departmental organization procedures and policies
• Conduct and review organizational, administrative, fiscal and other studies and collects information on operational and administrative problems
• Manage and conduct special projects that do not fall under the jurisdiction of existing departments or require special handling and attention
• Coordinate and carry out the land acquisition programs, including the securing of appraisals and coordinating the negotiating activities
• Follow up on special City Council projects and/or assignments to assure timely response or completion
• Receive complaints and requests for information on city activities and makes sure they are responded to
• Meet with the public and with officials of other cities, agencies and civic groups in the development and coordination of City affairs; represents the City Manager as directed • Recommend appropriate action regarding the determination of policy for administrative action carry out and places in effect such recommendations • Attend and may make presentations to Council and various other City and community meetings as assigned
• Consult on technical budget matters including revenue and expenditure estimates, appropriations, allotment control and supplemental requests • Participate in long range financial planning for needed capital improvements • Act as liaison between City and various boards and committees; and • Perform other work as required.

KNOWLEDGE, SKILLS, & ABILITIES
Knowledge of:
• Principles of executive management,
• Public administration with particular reference to municipal administration and the trends and current developments in city government
• Functions of municipal government and the personnel, methods, materials and techniques employed in the operation of such government
• Principles of organization, budget and financial management • Principles and practices of effective leadership, organization and management ASSISTANT CITY MANAGER (016) (continued)

• Property management and contract management
• Statistics and research methods
• Knowledge of the City Charter, ordinances and the regulations regarding general municipal operation
• Laws and procedures relevant to the conduct of public meetings • Federal, state and local public agencies which administer programs that impact or are related to City Programs
Ability to:
• Analyze complex problems, make decisions rapidly and to recommend solutions effectively to the City Manager
• Establish and maintain a cooperative working relationship with those contacted in the course of work, including the general public
• Express ideas clearly and concisely both orally and in writing • Exercise good judgment in structuring and organizing work and setting priorities; and readily readjusting priorities to respond to current and future needs

SUPERVISION RECEIVED
Works under the supervision of the City Manager.

SUPERVISION EXERCISED
Supervises executive management, professional, technical, and administrative support staff and other assigned personnel.

CONFLICT OF INTEREST
Incumbents in this position are required to file a Conflict of Interest statement upon assuming office, annually and upon leaving office, in accordance with City Manager Directive 100.

CLASSIFICATION HISTORY
Established 06/1990; Rev. 08/2017; Rev. 08/2023

Rev. 08/2023

CITY OF SANTA CLARA, CALIFORNIA

CLASS SPECIFICATION
TITLE: ASSISTANT CITY MANAGER (JOB CODE 016)
(Unclassified)
(016)

DEPARTMENT ACCOUNTABLE TO FLSA STATUS
City Manager’s Office City Manager or
Chief Operating Officer
Exempt

CLASS SUMMARY
The Assistant City Manager is a management position in the unclassified service, that performs executive level work assisting the City Manager in planning, coordinating and directing complex programs and projects for the City of Santa Clara. This position directs the goals, objectives, and activities of assigned functional areas; coordinates and administers major City programs; assumes direct line authority over departments and activities of the City; and serves as a liaison with community groups and organizations. Performs related duties as assigned.

DISTINGUISHING CHARACTERISTICS
This is an Executive position in the City’s unclassified service. RThe Assistant City Manager is responsible for policy development for program planning, fiscal management, administration and operations of City agencies/departments. Assisting the City Manager in planning, coordinating and directing the activities of the City of Santa Clara. This position is responsible for the operations and the day to day oversight of the Office of the City Manager which includes overseeing community relations and intergovernmental relations. This position can also be assigned to a service area including but not limited to Sustainability, Economic Development, Infrastructure, and/or other policy and operational priorities to meet the resources needs of the organization.

In the absence of the City Manager and the Chief Operating Officer, an Assistant City Manager acts in the capacity of City Manager and assumes direct line authority over departments and activities of the City. As a member of the City’s Unclassified Service this is an “at-will” position and the incumbent serves at the discretion of the City Manager.

MINIMUM QUALIFICATIONS

EDUCATION AND EXPERIENCE
 Graduation from an accredited college or university with a Bachelor’s Degree in Public Administration, Business Administration or a discipline related to the business performed by the City Manager’s Office; AND
 Six (6)Five (5) years of progressively responsible experience in municipal or public administration, preferably at an executive level senior-level management experience preferably in a large or complex municipality, corporation, military and/or non-profit organization.

ASSISTANT CITY MANAGER (016) (continued)

ACCEPTABLE SUBSTITUTION
 A Master's Degree in a discipline related to the business performed in the City Manager’s office is highly desirable and may be substituted for one year of the required experience.

LICENSES/CERTIFICATIONS
 Possession of a valid California Class C driver's license is required at the time of appointment and for the duration of employment.

OTHER REQUIREMENTS
 Must be able to perform all of the essential functions of the job assignment; and  May be required to work odd and unusual hours, weekends and shift work and to be available on an “on-call” basis as assigned.

TYPICAL DUTIES
This description may not include all the duties listed below, nor do the examples cover all duties that may be performed.

Under General Direction, duties include but are not limited to the following:
 Assist the City Manager in a variety of complex administrative matters  Oversight of council priorities and strategic goals or operating priorities  Manage the office of the City Manager, including performance management and the department budget
 Functional oversight of departments
 Consult with and assists department heads in solving administrative, operational problems or in developing major changes in departmental organization procedures and policies
 Conduct and review organizational, administrative, fiscal and other studies and collects information on operational and administrative problems
 Manage and conduct special projects that do not fall under the jurisdiction of existing departments or require special handling and attention
 Coordinate and carry out the land acquisition programs, including the securing of appraisals and coordinating the negotiating activities
 Follow up on special City Council projects and/or assignments to assure timely response or completion
 Receive complaints and requests for information on city activities and makes sure they are responded to
 Meet with the public and with officials of other cities, agencies and civic groups in the development and coordination of City affairs; represents the City Manager as directed  Recommend appropriate action regarding the determination of policy for administrative action carry out and places in effect such recommendations  Attend and may make presentations to Council and various other City and community meetings as assigned
 Consult on technical budget matters including revenue and expenditure estimates, appropriations, allotment control and supplemental requests  Participate in long range financial planning for needed capital improvements  Act as liaison between City and various boards and committees; and ASSISTANT CITY MANAGER (016) (continued)

 Perform other work as required.

KNOWLEDGE, SKILLS, & ABILITIES
Knowledge of:
 Principles of executive management,
 Public administration with particular reference to municipal administration and the trends and current developments in city government
 Functions of municipal government and the personnel, methods, materials and techniques employed in the operation of such government
 Principles of organization, budget and financial management  Principles and practices of effective leadership, organization and management  Property management and contract management
 Statistics and research methods
 Knowledge of the City Charter, ordinances and the regulations regarding general municipal operation
 Laws and procedures relevant to the conduct of public meetings  Federal, state and local public agencies which administer programs that impact or are related to City Programs
Ability to:
 Analyze complex problems, make decisions rapidly and to recommend solutions effectively to the City Manager
 Establish and maintain a cooperative working relationship with those contacted in the course of work, including the general public
 Express ideas clearly and concisely both orally and in writing  Exercise good judgment in structuring and organizing work and setting priorities; and readily readjusting priorities to respond to current and future needs

REPORTS TO
City Manager or Chief Operating Officer.

SUPERVISION RECEIVED
Works under the supervision of the City Manager.

SUPERVISION EXERCISED
Supervises executive management, professional, technical, and administrative support staff and other assigned personnel.

SUPERVISES
Supervises/Oversees Management, Administrative and Clerical personnel and others as assigned.

SPECIAL CONDITIONS AND OTHER REQUIREMENTS
 May be required to work odd and unusual hours, weekends and shift work and to be available on an “on-call” basis as assigned; and
 Must be able to perform all of the essential functions of the job.

CONFLICT OF INTEREST
ASSISTANT CITY MANAGER (016) (continued)

Incumbents in this position are required to file a Conflict of Interest statement upon assuming office, annually and upon leaving office, in accordance with City Manager Directive 100.

CLASSIFICATION HISTORY
Established 06/1990; Rev. 08/2017; Rev. 08/2023
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-798 Agenda Date: 8/29/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Informational Report on Stadium Authority and Stadium Manager Meetings for the Period of April 1 to June 30, 2023

BOARD PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
On August 24, 2017, the Stadium Authority approved the Harvey Rose Audit titled “Comprehensive Audit of Stadium”. Audit recommendation 1.Q states that “the Stadium Authority Board should direct the Executive Director to require that all meetings, including the date and purpose of the meetings, between Stadium Authority and Stadium Manager staff be documented and reported quarterly or annually to the Stadium Authority Board.” Staff has implemented this audit recommendation on a quarterly basis.

At the August 25, 2020 meeting, the Stadium Authority Board provided additional direction to staff to prepare minutes for all future Stadium Authority and Stadium Manager staff meetings.

DISCUSSION
In accordance with the Board approved audit recommendation, meetings between Stadium Authority and Stadium Manager staff for the period of April 1 to June 30, 2023 are listed below. The attendees and topics discussed at these meetings are included in this report as Attachment 1.

Date Meeting Purpose
4/6/2023 Weekly Accounting Status Meeting (via Teams)
4/12/2023 Introductory Meeting - City of Santa Clara & 49ers (in person) 4/13/2023 Weekly Accounting Status Meeting (via Teams)
4/19/2023 Follow Up Meeting (via Teams)
4/19/2023 FIFA Documents (via Teams)
4/19/2023 Financial Management System Managed Services Status Meeting (via Zoom)
4/20/2023 Weekly Accounting Status Meeting (via Teams)
4/25/2023 Weekly Accounting Status Meeting (via Zoom)
4/27/2023 Weekly Accounting Status Meeting (via Teams)
4/28/2023 FIFA Documents (via Teams)
5/2/2023 Year-end Accounting Status Meeting (in person) 5/4/2023 Levi’s Stadium Tour with City Manager (in person) 5/4/2023 Weekly Accounting Status Meeting (via Teams)
5/9/2023 Stadium Authority Procurement Policy Updates (via Teams) 5/15/2023 FIFA Documents (via phone)
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4/25/2023 Weekly Accounting Status Meeting (via Zoom)
4/27/2023 Weekly Accounting Status Meeting (via Teams)
4/28/2023 FIFA Documents (via Teams)
5/2/2023 Year-end Accounting Status Meeting (in person) 5/4/2023 Levi’s Stadium Tour with City Manager (in person) 5/4/2023 Weekly Accounting Status Meeting (via Teams)
5/9/2023 Stadium Authority Procurement Policy Updates (via Teams) 5/15/2023 FIFA Documents (via phone)
5/15/2023 CapEx Project Review (via Teams)
5/15/2023 Year-end Accounting Status Meeting (via Teams) 5/15/2023 FIFA Documents (via WebEx)
5/18/2023 Weekly Accounting Status Meeting (via Teams)
5/19/2023 FIFA Documents (via phone)
5/25/2023 FIFA Documents and Miscellaneous Items (via phone) 5/25/2023 Weekly Accounting Status Meeting
5/26/2023 Information Sharing Agreement (via WebEx)
5/30/2023 Stadium Authority Procurement Policy Updates (via Teams) 6/1/2023 Weekly Accounting Status Meeting (via Teams)
6/7/2023 World Cup Information Sharing Agreement (via Zoom) 6/8/2023 Operational and Other Miscellaneous Items (in person) 6/8/2023 Weekly Accounting Status Meeting (via Teams)
6/12/2023 NFL/ City of Santa Clara/ Populous Introductory Call (via Zoom) 6/13/2023 Stadium Authority/Stadium Manager Quarterly Status Meeting (in person) 6/15/2023 Weekly Accounting Status Meeting (via Teams)
6/21/2023 Financial Management System Managed Services Status Meeting (via Zoom)
6/21/2023 World Cup Information Sharing Agreement and Other Matters (via Zoom) 6/21/2023 Law Enforcement Services Agreement for July 2nd Event (via phone) 6/22/2023 Weekly Accounting Status Meeting (via Teams)
6/29/2023 Weekly Accounting Status Meeting (via Teams)

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

FISCAL IMPACT
There is no fiscal impact related to this report other than the staff time to prepare this report.

COORDINATION
This report has been coordinated with the Stadium Authority Counsel and Treasurer’s Offices.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board City of Santa Clara Page 2 of 3 Printed on 8/24/2023
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23-798 Agenda Date: 8/29/2023
outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]>.

RECOMMENDATION
Note and file the quarterly report on Stadium Authority and Stadium Manager staff meetings and corresponding summaries for the period of April 1 to June 30, 2023.

Reviewed by: Christine Jung, Assistant to the Executive Director Approved by: Jōvan D. Grogan, Executive Director

ATTACHMENTS

1. Stadium Authority and Stadium Manager Meeting Summaries for the Period of 4/1/23 to 6/30/23
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Weekly Accounting Status Meeting
Date: 04/06/2023; 2:00pm to 2:26pm
Teams Meeting: Linh Lam (SCSA), Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. Capital Expenditure Invoices

2. FY 2021-22 Shared Expense Review

3. Management Representation Letter for the Pun Group

4. City Hall Closed on 04/07/2023 for Spring Holiday

5. FY 2022-23 Non-NFL Events Expense Review

6. Term A Loan Debt Schedule
Date: 4/12/2023, 1:00 p.m.

In-Person Meeting:

For Santa Clara Stadium Authority:

Glen Googins, Stadium Authority Counsel
For Stadium Manager:

Hannah Gordon, General Counsel

1. Introductory Meeting - City of Santa Clara & 49ers
Weekly Accounting Status Meeting
Date: 04/13/2023; 2:00pm to 2:19pm
Teams Meeting: Linh Lam (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Review Support

2. Management Representation Letter for the Pun Group

3. FY 2022-23 Non-NFL Events Expense Review Inquiries

4. Term A Loan Debt Schedule

5. FY 2022-23 Shared Expenses and Non-NFL Event Expenses a. Pending April 2022 thru July 2022 Transactions
b. Year-end True-ups and Reconciliation with Monthly Reports

6. FY 2023-24 Shared Expenses and Non-NFL Event Expenses Payroll Transaction Review

7. US Bank Deposit Inquiry
Follow Up Meeting
Date: 04/19/2023; 8:30am to 9:00am
Teams Meeting: Ruth Mizobe Shikada (SCSA), Christine Jung (SCSA), and Francine Hughes (ManCo)

1. List of Stadium equipment no longer used/needed will be shared with SCSA

2. Request for private parking lot usage for May 6 soccer match and potential traffic impacts Date: 4/19/2023, 2:00 p.m.

Teams Meeting:

For Santa Clara Stadium Authority:

Ruth Shikada
Glen Googins, Stadium Authority Counsel
Sujata Reuter, Chief Assistant City Attorney
Christine Jung, Assistant to the City Manager
For Stadium Manager:

Jihad Beauchman
Hannah Gordon
For FIFA:

Emily Devlin
Amy Hopfinger
Kendall Johnson
Adam Sullins
For Bay Area Host Committee:

Zaileen Janmohamed
Sonia Nayak
Matthew Richards
Robert Weikert

1. FIFA Documents
Financial Management System
Managed Services Status Meeting
Date: 04/19/2023; 2:00pm to 2:19pm
Zoom Meeting: Linh Lam (SCSA), Brenda Lee (SCSA), David Presley (SCSA), Brent Ghan (ManCo), Chad Hundley (Armanino), and Giles Zollar (Armanino)

1. Discussed open support tickets and confirmed that there are no outstanding support tickets

2. Discussed remaining planning and consulting hours and system review hours for the year

3. Discussed Great Plains year-end close assistance from Armanino Weekly Accounting Status Meeting
Date: 04/20/2023; 2:00pm to 2:23pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Reviews

2. Management Representation Letter for the Pun Group

3. Term A Loan Debt Schedule

4. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews

5. FY 2022-23 Capital Expenditure Year-end Accruals and Carryover Projects

6. May 2023 Operations & Maintenance Expense Transfer
Weekly Accounting Status Meeting
Date: 04/25/2023; 10:45am to 11:00am
Zoom Meeting: Larry Lo (SCSA) and Brent Ghan (ManCo)

1. Agenda for Stadium Visit on May 2, 2023
Weekly Accounting Status Meeting
Date: 04/27/2023; 2:00pm to 2:23pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Reviews

2. Management Representation Letter for the Pun Group

3. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews

4. April 2023 Operations & Maintenance Expense Details and True-up Date: 4/28/2023, 11:00 a.m.

Teams Meeting:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman
For Bay Area Host Committee:

Robert Weikert
Matthew Richards

1. FIFA Documents
Year-end Accounting Status Meeting
Date: 05/02/2023; 9:00am to 1:30pm
In Person Meeting at Levi Stadium
Attendees: Linh Lam (SCSA), Larry Lo (SCSA), Brenda Lee (SCSA), David Presley (SCSA), Brent Ghan (ManCo), Caitlin Ritchie (ManCo), Erin Fernandez (ManCo), Harshil Bhavsar (ManCo), Stephanie Lee (ManCo), Catherine Cong (ManCo), Emily Eskin (ManCo), Jenti Vandertuig (ManCo), and Alyssa Kutz (ManCo)

1. Team Member Introductions

2. FY 2022-23 Non-NFL Ticketed Event Reporting Package
a. Non-NFL Event Revenue Sources and Corresponding Support b. Non-NFL Event Labor, Event Expenses, and Reimbursements c. Parking Operation Revenue and Expenses

3. Financial Management System Reporting Process and Proposed Changes a. Overview of Payroll Cycles and Corresponding Support b. Bonus and Commission and Corresponding Support

4. Capital Expenditures Year-end Budget and Financial Close Process

5. Stadium Tour
Levi’s Stadium Tour with City Manager
Date: 05/04/2023; 9:30-11:30am
In person tour: Jovan Grogan (SCSA), Glen Googins (SCSA), Ruth Mizobe Shikada (SCSA), Christine Jung (SCSA), Wahid Kazem (City), Richard Fitting (City), Ruben Torres (City), Matt Queen (City), Peter Wilhelm (49ers), Francine Hughes (ManCo), Ryan Van Maarth (ManCo), Hannah Gordon (49ers), Jihad Beauchman (49ers), and Nelson Ferreria (ManCo)

1. Game Day/Back of House Operations Tour

2. Capital Expense Projects Tour
Weekly Accounting Status Meeting
Date: 05/04/2023; 2:00pm to 2:23pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Reviews

2. Management Representation Letter for the Pun Group

3. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews

4. Capital Expenditure Invoices

5. Follow-up from Year-end Accounting Status Meeting
Stadium Authority Procurement Policy Updates
Date: 05/09/2023; 2:00pm to 3:00pm
Teams Meeting: Christine Jung (SCSA), Grace Dougherty (City), and Jenti Vandertuig (ManCo)

1. Team introductions

2. Stadium operations and procurement needs

3. Potential updates to Stadium Authority Procurement Policy

4. Potential updates to administrative processes

5. SCSA and Stadium Manager staff will follow up with respective teams and schedule a follow up meeting in the upcoming weeks
Date: 5/15/2023, 10:00 a.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman

1. FIFA Documents
CapEx Project Review
Date: 05/15/2023; 12:00pm to 1:00pm
Teams Meeting: Ruth Mizobe Shikada (SCSA), Christine Jung (SCSA), Francine Hughes (ManCo), and Ryan Van Maarth (ManCo)

1. Review and discuss upcoming 49ers and Stadium Authority Capital Expense (CapEx) projects for planning purposes
Year-end Accounting Status Meeting
Date: 05/15/2023; 3:00pm to 4:00pm
Teams Meeting: Linh Lam (SCSA), Larry Lo (SCSA), Brenda Lee (SCSA), David Presley (SCSA), Brent Ghan (ManCo), and Erin Fernandez (ManCo)

1. FY22-23 Non-NFL Ticketed Event Reporting Package
a. Licensee Payment Reconciliation and Support

2. Financial Management System Reporting Process
a. Non-NFL Event Detail General Ledger Report
b. Shared Operations & Maintenance Detail General Ledger Report c. Shared Operations & Maintenance Purchase Order and Accounts Payable Transactions Query
Date: 5/15/2023, 3:30 p.m.

WebEx Meeting:

For Santa Clara Stadium Authority:

Glen Googins, Stadium Authority Counsel
Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman
For FIFA:

Peter Gutierrez
Adam Sullins
Kendall Johnson
For Bay Area Host Committee:

Matt Richards
Robert Weikert

1. FIFA Documents
Weekly Accounting Status Meeting
Date: 05/18/2023; 2:00pm to 3:01pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Reviews

2. Management Representation Letter for the Pun Group

3. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews a. Review of Payroll Transactions
b. Preliminary Year-end General Ledger Detail Reports

4. Capital Expenditure Invoices

5. FY 2022-23 Year-end Capital Expenditure Project Status Updates

6. April 2023 Operations and Maintenance Expense Details and True-up

7. Inquiries Related to Relocation Stadium Builder License Agreements

8. Escheatment Report Updates

9. KPMG Audit Confirmation on Community Facilities District Advance

10. June 2023 Operations and Maintenance Transfer
Date: 5/19/2023, 3:30 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman

1. FIFA Documents
Date: 5/25/2023, 11:00 a.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman

1. FIFA Documents

2. ManCo/StadCo Legal Staffing

3. Gutierrez Claim
Weekly Accounting Status Meeting
Date: 05/25/2023; 2:00pm to 2:25pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Reviews

2. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews a. Review of Payroll Transactions

3. Capital Expenditure Invoices

4. FY 2022-23 Year-end Capital Expenditure Project Status Updates

5. April 2023 Operations and Maintenance Lender Budget Adjustments

6. Receivable Confirmation from Hill, Barth & King LLC
Date: 5/26/2023, 1:00 p.m.

WebEx Meeting:

For Santa Clara Stadium Authority:

Glen R. Googins, Stadium Authority Counsel
For Stadium Manager:

Jihad Beauchman
For FIFA:

Peter Gutierrez
Adam Sullins
Kendall Johnson
For Bay Area Host Committee:

Matt Richards
Robert Weikert

1. Information Sharing Agreement
Stadium Authority Procurement Policy Updates
Date: 05/30/2023; 1:00pm to 2:00pm
Teams Meeting: Christine Jung (SCSA), Grace Dougherty (City), and Jenti Vandertuig (ManCo)

1. Review City Purchasing Code and Stadium Authority Procurement Policy

2. Potential updates to Stadium Authority Procurement Policy

3. Schedule a follow up meeting in the upcoming weeks
Weekly Accounting Status Meeting
Date: 06/01/2023; 2:00pm to 2:32pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Reviews

2. FY 2021-22 Non-NFL Event Payroll Expense Review

3. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews a. Review of Payroll Transactions

4. April 2023 Operations and Maintenance Lender Budget Adjustments Date: 6/7/2023, 1:00 p.m.

Zoom Meeting:

For Santa Clara Stadium Authority:

Glen R. Googins, Stadium Authority Counsel
Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman
For FIFA:

Michelle Cornell-Davis
Peter Gutierrez
Kendall Johnson
Adam Sullins
For Bay Area Host Committee:

Matt Richards
Robert Weikert

1. World Cup Information Sharing Agreement
Operational and Other Miscellaneous Items
Date: 06/08/2023; 11:30am to 12:30pm
In Person Meeting: Kenn Lee (SCSA), Alex Acton (ManCo), and Jeff Fong (ManCo)

1. Annual Audit

2. Review of Shared Expenses and Non-NFL Event Documents

3. Operational Items
Weekly Accounting Status Meeting
Date: 06/08/2023; 2:00pm to 2:14pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Reviews

2. FY 2021-22 Non-NFL Event Payroll Expense Review

3. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews a. Year-end True-up Analysis

4. Estimated Public Safety Costs for San Jose Earthquakes vs. Los Angeles Football Club

5. FY 2023-24 Capital Expenditure Invoices
NFL / City of Santa Clara / Populous Introductory Call
Date: 06/12/2023; 1:30 p.m. – 2:30 p.m.

Zoom Meeting: Jōvan D. Grogan, Ruth Mizobe Shikada, Christine Jung (SCSA); Francine Melendez Hughes, Nelson Ferreira (49ers/Stadium Manager); Zaileen Janmohamed, Becca Smith (Bay Area Host Committee); Aubrey Walton, Kelsey Pietrangelo, Katie Keenan (NFL)

1. Meet and greet with NFL staff

2. Discuss NFL operational planning timeline for Super Bowls

3. Event footprint is a work in progress

4. Additional meetings will be scheduled in upcoming months

5. Inquired about potential NFL initiatives

STADIUM AUTHORITY/STADIUM MANAGER

QUARTERLY STATUS MEETING
June 13, 2023 | 1:30 p.m. – 3:00 p.m.

Levi’s Stadium
Stadium Authority Attendees:

Jōvan D. Grogan, Executive Director
Ruth Mizobe Shikada, Executive Director’s Office
Christine Jung, Assistant to the Executive Director
49ers/Stadium Manager:

Francine Melendez Hughes, Executive Vice President & General Manager Peter Wilhelm, Chief Financial Officer
Minutes

1. Organizational Structure
Stadium Manager’s organizational structure continues to evolve and has not been finalized yet.

Stadium Manager will provide more updates at later time.

2. Upcoming Events
July 2 Concacaf Gold Cup, July 22 FC Barcelona vs. Juventus, July 28-29 Taylor Swift, August 14 Karol G, August 30 Beyonce, September 16 Ed Sheeran. Discussion on how to improve the current process of sharing potential bookings and upcoming events to ensure better coordination between City, Stadium Authority, and Stadium Manager, especially related to public safety resources.

3. Staffing/Deployments Upcoming Events
Stadium Manager provided update regarding transition of Landmark Security to Allied and use of Apex for traffic officers. Discussion of public safety costs for other stadiums.

4. Parking/Use of Tasman Lots for NFL Season
Discussion of potential use of Related Lots(Yellow Lots 2 and 3), and use of other lots for the NFL season.

5. Quarterly Status Meeting Updates from Stadium Manager a. Financial performance of past Non-NFL Events
b. Status of future Non-NFL Events
i. Booked events
ii. Pipeline events
c. Private Parking Agreements
i. Executed private parking agreements
ii. Ongoing negotiations for private parking agreements Discussion regarding financial performance of FY 2022/23 Non-NFL Events that have generated revenue for Stadium Authority.

6. Marketing Plan
Stadium Authority staff will share Marketing Plan assessments with Stadium Manager and work together to refine and implement the Marketing Plan.

7. Law Enforcement Training Request
Future requests from outside agencies for training at Stadium should be coordinated with City’s public safety.

8. Projects (StadCo/SCSA)/Permits
Stadium Manager has various projects at different stages that need to be completed in FY 2023/24.

Discussion regarding assistance to help expedite the permitting for those projects.

9. 2023 Training Camp at 49ers Practice Facility
Stadium Authority staff provided information about the different components that are reviewed for the Training Camp permit, including parking lot and noise.

10. BDO Equipment - Feedback on Asset List and Next Steps As a follow up to prior conversations, the Stadium Manager provided sample list of equipment that is no longer for future disposal. Stadium Manager will prepare a comprehensive list of such equipment to share with Stadium Authority staff.

11. Stadium Authority Procurement Policy Updates
Stadium Authority staff working with Stadium Manager’s Director of Procurement to update the Stadium Authority Procurement Policy. The updates will go to Council for adoption in the Fall.

12. Miscellaneous Items
a. Verizon needs permission to access Tasman parking structure to complete work. b. Exterior signage will be tracked.
c. Operational Tour Policy will be presented at upcoming Council meeting. d. Stadium Manager will send letter regarding College Football Playoff Agreed Upon Procedure.

Weekly Accounting Status Meeting
Date: 06/15/2023; 2:00pm to 2:14pm
Teams Meeting: Larry Lo (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY2021-22 Shared Expense Reviews

2. FY 2021-22 Non-NFL Event Payroll Expense Review

3. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews a. Year-end True-up Analysis
b. Reporting package for ticketed events

4. Estimated Public Safety Costs for San Jose Earthquakes vs. Los Angeles Football Club

5. FY 2023-24 Capital Expenditure Invoices

6. July 2023 Operations and Maintenance Transfer
Financial Management System
Managed Services Status Meeting
Date: 06/21/2023; 2:00pm to 2:19pm
Zoom Meeting: Brenda Lee (SCSA), David Presley (SCSA), Brent Ghan (ManCo), Chad Hundley (Armanino), and Rebecca Bunas (Armanino)

1. Discussed system review and open support ticket

2. Discussed year-end close assistance from Armanino in Great Plains

3. Discussed upcoming integration projects related to loading AP invoices to Great Plains

4. Discussed version upgrade for Financial Management System available in October Date: 6/21/2023, 3:30 p.m.

Zoom Meeting:

For Santa Clara Stadium Authority:

Glen R. Googins, Stadium Authority Counsel
Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman
For FIFA:

Michelle Cornell-Davis
Peter Gutierrez
Kendall Johnson
Adam Sullins
For Bay Area Host Committee:

Matt Richards
Robert Weikert

1. World Cup Information Sharing Agreement and Other Matters Date: 6/21/2023, 5:00 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney
For Stadium Manager:

Jihad Beauchman

1. Law Enforcement Services Agreement for July 2nd event Weekly Accounting Status Meeting
Date: 06/22/2023; 2:00pm to 2:07pm
Teams Meeting: Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. FY 2021-22 Shared Expense Reviews

2. FY 2021-22 Non-NFL Event Payroll Expense Review

3. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews a. Year-end True-up Analysis
b. Reporting Package for Ticketed Events

4. FY 2023-24 Capital Expenditure Invoices

5. July 2023 Operations and Maintenance Transfer

6. FY 2022-23 Final Operating & Maintenance and Non-NFL Event Reporting

7. Stadium Builder License life to date reporting for FY22-23

8. Escheatment for Unclaimed Checks
Weekly Accounting Status Meeting
Date: 06/29/2023; 2:00pm to 2:12pm
Teams Meeting: Brenda Lee (SCSA), Brent Ghan (ManCo), and Caitlin Ritchie (ManCo)

1. NFL Game 11 & 12 Summary of Ticket Sales

2. FY 2023-24 Capital Expenditure Invoices

3. Stadium Builder License 5.31.23 Transfer Report

4. July 2023 Operations and Maintenance Transfer

5. FY 2021-22 Shared Expense Reviews

6. FY 2021-22 Non-NFL Event Payroll Expense Review

7. FY 2022-23 Shared Expenses and Non-NFL Event Expense Reviews a. Year-end True-up Analysis
b. Reporting Package for Ticketed Events
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-996 Agenda Date: 8/29/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Award Purchase Order to LRG Technologies, Inc. DBA Mobile Pro Systems for Mobile Pro Falcon 3100 Trailers (Mobile Security Closed Circuit Television (CCTV) Pop Up Trailers CapEx Project)

BOARD PILLAR
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
As the Stadium Manager, Forty Niners Stadium Management Company LLC is responsible for maintaining “the Stadium in the Required Condition and operate the Stadium as a quality NFL and multi-purpose public sports, public assembly, exhibit and entertainment facility” as required by the Management Agreement between the Stadium Authority and Stadium Manager.

The Stadium Manager is requesting approval to award a one-time purchase order to LRG Technologies, Inc. DBA Mobile Pro Systems (Mobile Pro) to purchase six Mobile Pro Falcon 3100 trailers in the amount of $389,982. The cost of these mobile security trailers is inclusive of full configuration and installation services of all required software and accessories and a one-year manufacturer’s warranty.

A Recommendation for Award Memo was submitted (Attachment 1) describing the requested equipment and single source justification. Sensitive public safety information has been redacted in the memo.

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo and proposed purchase order with Mobile Pro. The Stadium Manager purchased four Mobile Pro Falcon 3100 trailers from Mobile Pro in FY 2021/22 and four Mobile Pro Falcon 3100 trailers from Mobile Pro in FY 2022/23.

The current project description in the CapEx Budget includes five Mobile Pro Falcon 3100 trailers; however, in their Recommendation for Award memo, the Stadium Manager noted that they are able to procure six trailers within the budgeted amount.

The Stadium Manager is pursuing this Mobile Pro Falcon 3100 trailer purchase as a sole source procurement for the following reasons:

1. The requirement to have the CCTV pop-up trailers compatible with existing security system and achieve interoperability with existing systems;
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2. Ensure functionality to match the existing equipment procured in August 2021 with respect to operability, maintenance and repair; and

3. Facilitate expansion of current infrastructure currently in use at the Stadium.

As explained in the Recommendation for Award memo, Mobile Pro is the manufacturer of the Falcon 3100 CCTV trailers. Although Mobile Pro has authorized distributors in the US, these distributors do not provide the required services to install the software licenses and camera kits required to make the CCTV trailers fully operational prior to delivery. This procurement is consistent with the Stadium Authority Procurement Policy and Santa Clara City Code Chapter 2.105.280(b)(2).

Based on the documentation and provided information, staff recommends approval of the Stadium Manager’s request to award a purchase order to Mobile Pro for the six Mobile Pro Falcon 3100 trailers.

The Stadium Authority Counsel’s Office has reviewed the requested purchase order for comparison to the Stadium Authority’s customary language. While there are some differences in the language, the purchase order submitted for approval contains the necessary language which identifies these legal obligations to the vendor. The vendor expressly agrees to adhere to such obligations upon its execution of the agreement. Nothing in the proposed purchase order changes the Stadium Authority’s rights under the Management Agreement and specifically with respect to any dispute that may arise from the Stadium Manager’s obligations under the Management Agreement.

In addition, per Paragraph 4(b) of the Settlement Agreement, the Stadium Authority reserves all rights to confirm and dispute charges by and payments to the Stadium Manager during a fiscal year-end reconciliation/true-up, including but not limited to changes based on improper allocation, calculation, lack of support, or failure to comply with the Parties’ contracts or California law. The Stadium Authority may raise related questions before the fiscal year-end reconciliation/true-up, which the Stadium Manager agrees to assess and respond to in good faith.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The Stadium Authority Fiscal Year (FY) 2023/24 CapEx Budget contains a Mobile Security Closed Circuit Television (CCTV) Pop Up Trailers line item which is budgeted for $393,750. There are sufficient funds to cover the cost of the six Mobile Pro Falcon 3100 trailers ($389,982). The Stadium Authority is responsible for CapEx Project costs.

COORDINATION
This report has been coordinated with the Stadium Authority Counsel and Treasurer’s Offices.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a City of Santa Clara Page 2 of 3 Printed on 8/24/2023
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23-996 Agenda Date: 8/29/2023
Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Approve the Stadium Manager’s request to award a one-time purchase order to Mobile Pro in the amount of $389,982 to purchase six Mobile Pro Falcon 3100 trailers (Mobile Security CCTV Pop Up Trailers CapEx Project).

Prepared by: Christine Jung, Assistant to the Executive Director Approved by: Jōvan D. Grogan, Executive Director

ATTACHMENTS

1. Stadium Manager Recommendation for Award Memo

2. Mobile CCTV Trailer Image
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1 Date: August 2, 2023
To: Executive Director
Santa Clara Stadium Authority

From: Jenti Vandertuig
Procurement Director
Subject: Recommendation for Award for Mobile Pro Falcon 3100 Trailers for Levi’s Stadium
Recommendation
Recommend approval and award of a one-time Purchase Order to LRG Technologies, Inc. DBA Mobile Pro Systems (Mobile Pro) to purchase six Mobile Pro Falcon 3100 trailers in the amount of $389,982.11 (inclusive of all applicable sales tax).

Because this document contains information regarding security systems at Levi’s Stadium (Stadium), we recommend that the Santa Clara Stadium Authority (SCSA) limit the public disclosure/discussion of this particular item, to the extent possible.

The Forty Niners Stadium Management Company LLC (Stadium Manager) Security department has a need to procure closed-circuit television (CCTV) pop-up trailers, commonly known as video surveillance equipment. The purchase of CCTV pop-up trailers was approved as part of the FY23/24 SCSA Capital Expenditures budget to provide adequate video surveillance coverage and audio messaging to remote locations.

The mobile CCTV pop-up trailers provide flexibility to security operations. Security has the ability to deploy the CCTV units to various locations given current demand. The CCTV units can be used to direct law enforcement to different areas on an as-needed basis. These units can be deployed on event days to parking lots outside of the stadium footprint that currently have no camera coverage. They can also be used on both event or non-event days when the CCTV cameras are scheduled for maintenance or additional video coverage is required. These CCTV pop-up trailers will aid in maintaining compliance with the Department of Homeland Security Safety Act requirements. Due to the success of the past deployments of CCTV trailers, Stadium Manager recommended additional systems as part of the FY 23/24 SCSA Capital Expenditures budget.

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 Single Source Justification
As part of the FY21/22 SCSA Capital Expenditure acquisition, in July 2021, Stadium Manager conducted a competitive solicitation process and recommended the SCSA Board approve an award to LRG Technologies, Inc. DBA Mobile Pro Systems for the purchase of four CCTV popup trailers. The SCSA Board approved the recommendation on August 24, 2021. A subsequent recommendation for the purchase of four additional CCTV pop-up trailers was approved by the SCSA Board as part of the FY 22/23 SCSA Capital Expenditures budget on July 12, 2022.

Stadium Manager determined that procuring Mobile Pro Falcon 3100 CCTV pop-up trailers as a single source was warranted for the following reasons:

1. The requirement to have the CCTV pop-up trailers compatible with our Genetec security system and achieve interoperability with existing systems;

2. Ensure functionality to match the existing equipment procured in August 2021 with respect to operability, maintenance and repair; and

3. Facilitate expansion of our current infrastructure currently in use at the Stadium.

Mobile Pro is the manufacturer of the Falcon 3100 CCTV trailers. Even though Mobile Pro has authorized distributors in the US, these distributors do not provide the required services to install the software licenses and camera kits required to make the CCTV trailers fully operational prior to delivery. Therefore, Stadium Manager requested Mobile Pro to provide a quotation with required specifications, Genetec security licenses, Genetec license plate reader kits and related accessories, including installation and configuration services.

The CCTV trailer camera operates on its own individual Genetec system. The Stadium has a similar Genetec system, just more robust to connect to all Stadium cameras and access control systems. To access the Stadium system, operators need to have access to the on premise Genetec directories. For an outside system to connect to another system, Federation licenses are required to enable interconnectivity. Currently, the only way of viewing the Genetec systems installed on the trailers is through a remote desktop session that connects to the computer on the trailers.

Federating these trailers onto our home system will give Stadium Manager the ability to operate and view the cameras on those trailers via multiple users, with full functionality of the home system as if they were directly connected. Remote desktop connections are less secure, only allow for one operator to log in at a time, and have no ability to mix with other camera views, export videos, share with other users, or display on any Stadium video walls. Similarly, the license plate readers require licensing to connect to the Genetec system. All trailers with the license plate reader cameras can be viewed through the main Genetec system with the Federation licenses. Therefore, it was in the best interest of Stadium Manager to request Mobile Pro to install and configure the Genetec licenses and kits while building the trailers to our specifications and requirements.

Mobile Pro provided a quotation based on Stadium Manager’s requirements for six Falcon 3100 CCTV pop-up trailers with full configuration and installation services of all required software 3 and accessories, in the amount of $389,982.11 inclusive of shipping charges, a one year manufacturer’s warranty, and all applicable sales taxes.

Next Steps
The SCSA Board approved the purchase of five CCTV trailers as part of the FY23/24 SCSA Capital Expenditures budget with a not to exceed amount of $393,750. Given the negotiated cost, Stadium Manager is able to procure six CCTV trailers within the budgeted amount.

Therefore, Stadium Manager recommends approval to procure six Mobile Pro Falcon 3100 CCTV pop-up trailers for the Stadium.

Once Stadium Manager receives approval from the SCSA Board, a Purchase Order will be issued to LRG Technologies, Inc. DBA Mobile Pro Systems and an executed copy forwarded to the Board. Supporting documentation is provided for review and approval. The cost of this purchase is referenced in the FY 23/24 SCSA Capital Expenditure budget under Mobile Security Closed Circuit Television (CCTV) Pop Up Trailers. The approved budget amount is $393,750.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director
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Falcon 3100
Accessed on August 23, 2023
<https://www.mobileprosystems.com/products/compact-mobile-surveillance-trailer-falcon-3100/> City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-924 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Public Hearing: Actions on a Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP), General Plan Amendment from Neighborhood Mixed-Use to Very High Density Residential, and a Rezone from Neighborhood Commercial to Planned Development to Allow the Development of a Four-Story Mixed-Use Development with 39 Residential Housing Units, and 1,500 Square Feet of Ground Floor Commercial Space for the Property Located at 2655 The Alameda

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
Kapital Alameda, LLC, (“applicant”) proposes to construct a four-story mixed-use development project on a triangular 0.4-acre vacant lot where The Alameda intersects with Bellomy Street and Park Avenue (2655 The Alameda). The project site was previously developed as a gas/service station but has remained vacant (unimproved) since its demolition in 1993.

The proposed project involves a General Plan Amendment to change the General Plan land use for the site from Neighborhood Mixed Use (10-36 DU/AC; 0.10 Commercial FAR minimum) to Very High Density Residential (51-100 DU/AC; Commercial allowed with no minimum FAR) and a Rezone from Neighborhood Commercial (CN) to Planned Development (PD). These entitlements collectively would allow for the proposed development of a four-story mixed-use project with 39 rental housing units (resulting in a density of 97.5 DU/AC), 1,500 square feet of ground floor commercial space, public and resident amenities, 38 on-site parking spaces (24 below grade and 14 at grade), 8 motorcycle spaces, landscaping, and public and private on- and off-site improvements. The project would restrict 15 percent of the total units (minimum 5 units) to low-income residents based on an Average Median Income (AMI) of 100%, equivalent to the Moderate Income affordability category.

The project was presented to the Planning Commission at a publicly noticed special meeting on July 13, 2023. The Planning Commission staff report (Attachment 3) provides an analysis of the project’s conformance with the General Plan, Zoning and other regulations. The Planning Commission recommended approval of the project.

DISCUSSION
At the July 13, 2023 Planning Commission meeting, staff presented an overview of the proposal, addressing site conditions and surrounding uses, the required traffic and pedestrian improvements, community outreach, and the Mitigated Negative Declaration prepared for the project in conformance with the California Environmental Quality Act (CEQA). The applicant then made a presentation highlighting the timeline for development, tenancy, project improvements and benefits, parking accommodations, noise mitigation measures for the building, the required vapor monitoring and City of Santa Clara Page 1 of 5 Printed on 8/24/2023
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construction requirements for the site given its former use as a gas station, and shade and shadow conditions on the interior common space.

Eight members of the public provided comment in person and via Zoom. Public comment included a representative of Carpenters Union Local 405, advocating for the incorporation of labor standards and a certified apprenticeship program into the project. Other community members commented on the proposed building design, parking count, affordability level of the Below Market Rate (BMR) units, mitigation of soil contamination and airborne transport with construction, and sound attenuation of interior noise for resident tenants. The public speakers were split on the issue of parking between those who believe the proposed parking is insufficient and will exacerbate existing conditions and those stating that parking is not an issue given the surrounding uses and accessibility to transit and Transportation Network Companies (TNC), such as Uber. A number of individuals expressed support for a greater allocation of the requisite 15 percent affordable units to the low-income households category. Public speakers were also split between those who expressed a desire to see a more homogeneous and unified design in the building architecture and those who expressed a desire for an enhanced, more unique (architecturally iconic) design.

In response to the Commission’s and the public’s comments, staff provided the following information:
· In regards to affordable housing, the project would be subject to the City’s affordable housing ordinance, which requires that of the 39 rental units, 15 percent (5.85 units) must be provided at affordable rental prices to lower-income households (at an average income level of 100% area median income (AMI)). Because the affordability requirement will result in a fractional (0.85) unit, the developer has the option of either providing six affordable units or providing five units and paying an in-lieu fee for the fractional unit. · Consistent with the California Environmental Quality Act (CEQA), the project requires a Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP).
· In regards to parking, per State law, projects within one-half mile of major transit stops are exempt from any local parking requirements. The subject site qualifies for this exemption, as it is 0.4 miles from the Santa Clara Caltrain Station. In this case, the developer is voluntarily proposing to provide three parking spaces for commercial use and 35 spaces for residential/tenant use for the 39 units, resulting in a ratio of just less than one space per unit.

The applicant’s rationale for the proposed parking count is that it will meet the anticipated demand based on tenancy by students and proximity to the Santa Clara University campus, neighborhood commercial uses, and local and regional transit services.

Following public comments, the Planning Commission discussed the project and entitlements under their purview. The Planning Commission then concluded deliberations and adopted resolutions to make the following recommendations to the City Council: 1) approve the MND & MMRP (7-0-0); 2) approve the General Plan Amendment from Neighborhood Mixed Use to Very High Density Residential (7-0-0); and 3) approve a rezone from CN to PD to allow the development of a four-story mixed-use project with 39 rental units, 1,500 square feet of ground floor commercial space, public and resident amenities, 46 on-site parking spaces (car and motorcycle), landscaping, and public and private on- and off-site improvements, subject to conditions (6-1-0). The rezone motion included City of Santa Clara Page 2 of 5 Printed on 8/24/2023
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23-924 Agenda Date: 8/29/2023
passing the Resolution with the following modifications:
· Add a new paragraph 5 at the end of the Resolution and change the numbering “effective date” paragraph to paragraph 6. Paragraph 5 to state: “The Planning Commission encourages the owner and any contractors or subcontractors working on the project to evaluate hiring local labor, hiring from or contributing to apprenticeship programs, increasing resources for labor compliance, and providing living wages during the development of this Project.”
· Change the second sentence in Condition P18 to state “TDM measures shall include…” instead of “TDM measures are to include…” regarding transit passes.

Commissioner Bouza voted in opposition to the rezoning resolution stating that he did not agree with the modifications, but otherwise supported the project.

ENVIRONMENTAL REVIEW
A Mitigated Negative Declaration (MND) was prepared for the project by the environmental consultant firm David J. Powers & Associates, Inc., in accordance with the California Environmental Quality Act (CEQA). The MND and Notice of Availability (NOA) were posted on the City’s website at <https://www.santaclaraca.gov/our-city/departments-a-f/community-development/planningdivision/environmental-review-ceqa> and circulated for 30-day review on April 13, 2023 and ending on May 15, 2023, in accordance with CEQA requirements. The Planning Division received agency comments on the MND from San Jose Mineta International Airport, California Department of Transportation and Valley Water which are provided as Attachment 2 to this report, along with responses to comments for review.

The MND examined potential environmental impacts associated with project development and identified air quality, biological, cultural resources, geology and soils, hazards and hazardous materials, and noise impacts and determined incorporation of mitigation measures into the project would reduce all potential impacts to less than significant. A detailed discussion of the potential impacts and mitigation measures to be applied to the project are specified in the MND and would be implemented through project conditions of approval and the MMRP for the proposed project.

FISCAL IMPACT
There is no fiscal impact to the City for processing the requested application other than administrative time and expense typically covered by processing fees paid by the applicant.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library. Furthermore, public outreach for the project is consistent with City Council Resolution No. 17-8456, regarding public outreach policy.

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23-924 Agenda Date: 8/29/2023
Public Notices and Comments
A newspaper notice for this item was published on June 28, 2023 in The Weekly, a newspaper of general circulation, for the Planning Commission meeting on July 13, 2023 and City Council meeting of August 29, 2023. On August 17, 2023, the notice of public hearing for this item was posted in three conspicuous places within 300 feet of the project site and was mailed to property owners within 1,000 feet of the project site boundaries in the Old Quad District. The Planning Division received comments on the project, which are provided in Attachment 8 to this report for review.

Public Outreach Meetings
Virtual public outreach meetings were conducted by the property owner and project architect on November 10, 2021 and May 24, 2023 to engage the neighborhood community in the planning process. Notices of the meeting were mailed by the applicant to property owners in the Old Quad District and interested parties (resulting in 5,950 mailings for each meeting) and was also posted on the City’s website. These meetings provided the community the opportunity to review and comment on the proposal and revised changes made to the proposed building and site design resulting from community input. This also served as an opportunity to share comments and concerns regarding the on-site parking count, trends regarding use of street parking in the project area, pedestrian safety, and traffic generated by the project.

ALTERNATIVES

1. Adopt a resolution to adopt the Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Program for the 2655 The Alameda Mixed-Use Project.

2. Adopt a resolution to approve a General Plan Amendment from Neighborhood Mixed Use to Very High Density Residential.

3. Adopt a resolution to approve a Rezone from Neighborhood Commercial (CN) to Planned Development (PD), subject to conditions.

4. Deny the General Plan Amendment from Neighborhood Mixed Use to Very High Density Residential

5. Deny the Rezone from Neighborhood Commercial (CN) to Planned Development (PD).

RECOMMENDATION
Alternatives: 1, 2, and 3.

1. Adopt a resolution to adopt the Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Program for the 2655 The Alameda Mixed Use Project.

2. Adopt a resolution to approve a General Plan Amendment from Neighborhood Mixed Use to Very High Density Residential.

3. Adopt a resolution to approve a Rezone from Neighborhood Commercial (CN) to Planned Development (PD).

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

ATTACHMENTS

1. Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program

2. Responses to Comments received on the Mitigated Negative Declaration

3. Planning Commission Staff Report of July 13, 2023
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4. Resolution Recommending Council Adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program

5. Resolution Recommending Council Approve the General Plan Amendment

6. Resolution Recommending the Council Approve the Rezone

7. ALUC Finding of Conformance

8. Correspondence

9. Conditions of Rezoning Approval

10. Development Plans
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2655 The Alameda Mixed Use Project
Mitigated Negative Declaration
and
Mitigation Monitoring and Reporting Program
2655 The Alameda Mixed Use Project (CEQA) | Environmental Review/CEQA | City of Santa Clara (santaclaraca.gov)
2655 THE ALAMEDA MIXED USE PROJECT

RESPONSE TO LATE COMMENTS
This memo responses to a late public comment letter on the Initial Study/Mitigated Negative Declaration related to the potential environmental impacts of the project under CEQA. Numbered responses correspond to comments in the comment letter. A copy of the comment letter is attached.

Comment Letter A: Claudia Daw – July 12, 2023
Comment A-1: This letter is in reference to item 4, #23-633; action on mitigated negative declaration and mitigation and reporting program, general plan amendment and rezone for the property at 2655 The Alameda to allow the development of a four-story multi family housing development with 39 rental units and 1,500s square feet of ground floor commercial space. #1) The City Council needs to look carefully at this land in particular. Both Geof Goodfellow and Larry Wolfe stated, back in 2004, that the property was polluted and need 30 to 40 years to mitigate the problem. The neighborhood must be assured that disturbed, contaminated soil, which will become airbourn will not result in cancer causing particulates being released into the air.

Response A-1: As discussed in Section 4.9 (pages 68-73) of the Initial Study, there is documented contamination on-site from a previous leaking underground storage tank (LUST) on the site and from an off-site LUST. The Initial Study outlined the potential exposure risk from contaminated soils, soil vapor, and groundwater during construction and identified specific mitigation measures to address the impact. With implementation of the mitigation, the impact would be less than significant and would not result in a significant health risk to the neighborhood.

Comment A-2: #2 – The resolution to change (amend) the General Plan zoning from Neighborhood Mixed Use to Very High Density Residential flys in the face of decades of efforts to protect the area from unusually high traffic congestion and resident parking. As there is already a serious parking problem even with restrictions using parking permits and limited hours a car may park on the streets.

Also, it is doubtful that 39 apartment units will accommodate needed vehicle parking if each apartment houses 4 more people. Most individuals bring a car or use a car to traverse here and there.

If 4 people times 39 units own a car that is 117 vehicles total. A vehicle 6 feet wide by 20 feet long = 120 square feet of vehicle. 1500/120 = 12 spaces. Even if up to 30 vehicles could fit into the “garage”, the remaining residents would have to find parking on streets already congested.

Response A-2: As discussed on page 86 of the Initial Study, the existing General Plan designation would allow up to 14 units on the project site. With the proposed General Plan Amendment, the site could be developed with up to 40 units. The project proposes 39 units, resulting in 25 additional residential units on-site. The General Plan included a net increase of 2,957 dwelling units throughout the City. The increase in housing allowed on-site would be approximately 1.3 percent of the total housing planned for the City of Santa Clara. As a result, the project would not represent a significant amount of growth on the project site.

As outlined in the project description (page 6) and discussed on page 118 of the Initial Study, the project would provide 33 parking spaces. Per recent state law, projects in proximity to transit are exempt from local parking requirements.
2 Comment A-3: Then there is the traffic problem. The City of Santa Clara is has not adequately addressed this challenge. Lafayette Street is awash in traffic which already is a hazard to pedestrian’s attempting to cross it. This is especially true for students crossing to SCU at Franklin Street and Santa Clara Streets.

The very thought of increasing traffic and congestion street parking bordors on insanity and is immoral.

Response A-3: Traffic impacts are based on vehicle miles traveled (VMT), which calculates how far a person needs to travel between home, work, and services. Congestion, in and of itself, is not an impact under CEQA. As discussed on page 117 of the Initial Study, based on the density, proximity to transit, and parking ratio of the proposed project, the project would be consistent with the requirements for a low VMT, transit-oriented development project under the Office of Planning and Research and City of Santa Clara VMT guidelines. The project was found to have a less than significant VMT impact. The project was also found to have a less than significant impact on transit facilities, pedestrian facilities, and bicycle facilities.

The Initial Study did include a traffic operations analysis (Appendix F). As shown in Table 1 of Appendix F, the total daily trips for the site is estimated to be 214 with 15 AM Peak Hour trips and 19 PM Peak Hour trips. This is a fraction of the current total daily trips on Lafayette Street and the surrounding streets and will not affect the operation of the local roadways.

Comment A-4: Litter: Students and/or renters toss their garbage here, there and everywhere. The neighborhood resembles a ghetto from September to June where all manner of “things” are discarded. These include beds, bedding, beer and/or alcoholic beverage bottles by the dozen are thrown into the streets, gutters, lawns, and hung from trees. All manner of household goods are discarded in alarming quantities throughout the neighborhood but specifically on Park Ave, Bellomy, Washington and The Alameda near Safeway. The appearance of Roof Rats, Norway Rats, mice and other rodents has steadily increased in the area as the population of youthful residents has increase and their density exploded.

How would these terrible circumstances be improved by increasing the problem further? Response A-4: The proposed project would be market-rate rental units and it would be speculative to assume who would live there or whether or not the issues described above would occur on this site. Litter is a code issue and the assumed habits of future residents regarding litter are not within the purview of CEQA. The project will be required to comply with all City and regulatory requirements for garage storage and collection.

Comment A-5: #3) Rezone from Neighborhood Commercial to Planned Development – Unless the City of Santa Clara provides for the added traffic and congestion thereof, this new project at 2655 The Alameda will cause harm to the residents of the area. Refer to the comment regarding Lafayette Street. Additionally their does not seem to be the mention of additional lighting, bike lanes, traffic light improvements, alteration in medians, adequate fresh water conveyances or effluent management etc.
3 Response A-5: As discussed in Response A-3, the proposed project would have a less than significant VMT impact. The project was also found to have a less than significant impact on transit facilities, pedestrian facilities, and bicycle facilities. There is no nexus to require improvements to the existing roadway network.

Utilities and Service Systems are analyzed in Section 4.19 of the Initial Study. As discussed on pages 124 – 126 of the Initial Study, there is sufficient potable water and sanitary sewer capacity to support the proposed project. The General Plan Amendment would allow an additional 25 units on the site compared to the existing General Plan designation. As proposed, the project would result in approximately 65 residents on-site. This is a marginal increase on the demand for sewer and water line capacity and would not require the expansion of the existing utility infrastructure.

Comment A-6: Additionally, this tall building does not fit into the rhythm of the existing housing and neighborhood and appears to be more of an eye soar than anything else. It is an ugly building to be frank, and should be build in downtown San José where ugly is an acceptable norm. Out neighborhood needs a building which fits into the beautiful neighborhood that exists today.

Response A-6: The proposed building would be four-stories, which is comparable to the student housing across The Alameda, and smaller than other nearby apartments on Homestead Road and Benton Street. It is compatible with the mixed-use nature of the area which includes high and low density residential, commercial buildings, and Santa Clara University. As discussed on page 13 of the Initial Study, the project is located in a transit priority area. Under Senate Bill (SB) 743, a project’s aesthetic impacts would be less than significant if a project is a residential, mixed-use residential, or employment center project located on an infill site within a transit priority area. Because the proposed project would be located within a half mile of transit and would be classified as urban infill, the proposed project would be consistent with SB 743 and would result in a less than significant aesthetic impact.
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City of Santa Clara
Agenda Report
23-663

REPORT TO PLANNING COMMISSION

SUBJECT
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 7/13/2023
Action on Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, General Plan Amendment and Rezone for the Property Located at 2655 The Alameda to Allow the Development of a Four-story Multi-family Housing Development with 39 Rental Units, and 1,500 Square Feet of Ground Floor Commercial Space.

REPORT IN BRIEF
Applicant / Owner: Anjuli Habbas, Kapital Alameda, LLC
General Plan: Neighborhood Mixed Use
Zoning: Neighborhood Commercial (CN)
Site Area: 0.4 acres
Existing Site Conditions: The property is a fenced triangular vacant parcel Surrounding Land Uses:
• North: Santa Clara University campus
• South: Safeway shopping center and parking lot
• East: The Alameda and Santa Clara University campus
• West: Park Avenue and a mix of residential and commercial uses Issues: Consistency with the City's General Plan and Zoning Ordinance Staff Recommendation: That Planning Commission approve resolutions recommending the City Council adopt the proposed Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP), General Plan Amendment, and Rezone for the property located at 2655 The Alameda.

BACKGROUND
On August 10, 2022, Anjuli Habbas with Kapital Alameda LLC ("Owner") filed an application to develop the vacant, unimproved property located at 2655 The Alameda. The proposed development would be a mixed-use, 39-unit, multi-family residential building, including private and public amenities and off-site improvements. The proposal requires a General Plan Amendment and Rezone of the property to change the land use designation and zoning of the site to allow residential development with ancillary neighborhood retail/commercial uses at a density consistent with the City's General Plan Very High Density Residential land use designation.

VTA Frequent Route 22 bus service occurs along El Camino Real/The Alameda at 15 minute headways and has northbound and southbound bus stops located within the vicinity of the site. The nearest bus stop is located approximately 1,400 feet (approximately¼ mile) south of the project site and links with additional local bus routes and regional rail service at the Santa Clara Transit Center.

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The Transit Center is located approximately 0.6 miles from the project site and connects with Caltrain, Altamont Corridor Express and Capitol Corridor rail service.

DISCUSSION
The proposed project includes a General Plan Amendment to change the General Plan Land Use Diagram designation for the subject property from Neighborhood Mixed Use (10-36 Dwelling Units per Acre) to Very High Density Residential (51-100 DU/AC). The Neighborhood Mixed Use designation requires neighborhood serving retail, service commercial and/or local office uses at a minimum Floor Area Ratio (FAR) of 0.10. The proposed Very High Density Residential designation would allow a higher density residential development, while allowing retail and other compatible commercial uses that activate the street on the ground floor. The project also includes a Rezone from Neighborhood Commercial (CN) to Planned Development (PD) (File No. PLN22-00448) to establish uses and development standards specific to the proposed project. To fulfill the requirements of the Californian Environmental Quality Act (CEQA), a Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) (SCH# 2023040354) have been prepared for the project.

These entitlements collectively would allow for the construction of a four-story multi-family housing development with 39 rental units, 1,500 square feet of ground floor commercial, public and resident amenities, 42 on-site parking spaces, landscaping, and public and private on- and off-site improvements. The project would be subject to the City's affordable housing ordinance, which requires that of the 39 rental units, 15 percent (5.85 units) would be provided at affordable rental prices to lower-income households (at an average income level of 100% area median income (AMI)).

Because the affordability requirement will result in a fractional (0.85) unit, the developer has the option of either providing six affordable units, or providing five units and paying an in-lieu fee for the fractional unit.

The proposal has been evaluated for conformance with the City's General Plan and Zoning Code as discussed below.

General Plan Conformance
General Plan Amendments are evaluated for consistency with the goals and policies of the General Plan to determine if the proposed General Plan land use diagram change will align with the overarching intent of the General Plan.

The site is currently designated Neighborhood Mixed Use on the General Plan land use diagram.

This designation supports medium density pedestrian-oriented residential-commercial mixed-use development, with a focus on ground-level neighborhood serving retail, service/office or local office uses, at a minimum 0.10 FAR. For properties that are less than one-acre, such as the subject site, the allowed residential density range is 10-36 DU/AC. Auto-oriented uses are not considered appropriate in this designation.

The applicant is requesting a General Plan Amendment for the site to Very High Density Residential.

This designation supports residential development ranging from 51 to 100 DU/AC with the goal of taking advantage of proximity to transit. This designation allows retail/commercial uses on the ground floor of new development without a minimum FAR requirement. It is intended for development of midto high-rise buildings with an urban feel, structured or below grade parking and shared outdoor space.

The proposed project would be consistent with the intent of this designation as it would be a fourCity of Santa Clara Page 2of9 Printed on 717/2023 powered by Legistar™
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story mixed-use building with 1,500 square feet of ground floor retail/commercial space at an FAR of

0.09 and 39 rental apartment units at density of 97.5 DU/AC with shared common space and subgrade and first floor parking.

The proposed project is consistent with General Plan Policies as analyzed below:

Residential Land Use Policies
• 5.3.2-P1: Encourage the annual construction of the housing units necessary to meet the City's regional housing needs assessment (RHNA) by reducing constraints to housing finance and development.
• 5.32-P2: Encourage higher-density residential development in transit and mixed-use areas and in other locations throughout the City where appropriate. • 5.3.2-P3: Encourage indoor and outdoor private and common spaces as part of all new residential developments, including clustering of units to maximize open space opportunities where appropriate.
• 5.3.2-P6: Provide adequate choices for housing tenure, type and location, including higher density, and affordability for low- and moderate-income and special needs households. • 5.3.2-P7: Construct and preserve affordable housing for low- and moderate-income households through the use of public subsidies, regulatory incentives, and flexible development standards.
• 5.3.2-P9: Encourage senior, and group residential facilities, and affordable housing developments near neighborhood retail, support services and transit facilities.

Consistent with the above policies, the project would contribute 39 multi-family residential units to the City's housing stock at 97.5 DU/AC in proximity to public transportation with convenient connection to local and regional transit facilities, as well as neighborhood commercial and public/quasi-public uses, and outdoor open space and recreation areas. The project supports a mix of residential opportunities within the community by providing one- and two-bedroom apartment units and with15 percent restricted to be at affordable rental rates for lower income households. The project would thus contribute to the City's type and tenancy of housing and assist in achieving the assigned Regional Housing Needs Allocation (RHNA) targets required by the State of California for the production of affordable housing units.

General Land Use Policies
• 5.3.1-P8: Work with property owners to improve or redevelop underutilized and vacant properties.
• 5.3.1-P9: Require that new development provide adequate public services and facilities, infrastructure, and amenities to serve the new employment or residential growth. · The project would result in the development of a vacant parcel with a new building that would provide needed housing and commercial uses to the community. The project site is located in an urban setting surrounded by residential, commercial, and public/ quasi-public uses and is served by existing public services, facilities, and infrastructure. • 5.3.1-P1 0: Provide opportunities for increased landscaping and trees in the community, including requirements for new development to provide street trees at a minimum 2:1 ratio onor off-site replacement for. trees removed as part of the project to help increase the urban City of Santa Clara Page 3 of9 Printed on 717/2023
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forest and minimize the heat island effect.

Consistent with the above policy, the project includes a landscape plan for the site and street frontages with a variety of plant species and a total of thirteen (13) 36-inch box street trees to reduce the heat island effect, enhance the pedestrian experience and visually improve the streetscape. The proposed development would require the removal of one tree and exceed the required 2: 1 replacement ratio with project development. • 5.3.1-P12: Encourage convenient pedestrian connections within new and existing developments.

Consistent with this policy, the project includes the replacement of the existing sidewalks along the street frontages of the site with a landscape park strip and sidewalk consistent with the Complete Streets design standards. Street trees are proposed within the park strips and incorporate drought tolerant plantings. The tree-lined separated sidewalk is designed to facilitate pedestrian access and safety, link neighboring land uses and visually improve the streetscape. • 5.3.1-P2: Encourage advance notification and neighborhood meetings to provide an opportunity for early community review of new development proposals. • 5.3.1-P26: Support a community-initiated planning process so that existing neighborhoods can participate in developing more detailed plans for street, landscape and pedestrian facility improvements.

Consistent with these policies, the applicant has conducted public outreach through mailings and two virtual meetings to present the project. The applicant has also met with Santa Clara University representatives and students and presented to the City's Neighborhood University Relations Committee (NURC). The meetings and presentations were conducted to inform and involve neighboring property owners, residents and interested individuals in the project design, as well as to address site, traffic and environmental concerns. Notices were mailed by the applicant to property owners in the Old Quad District and interested parties.

Transition Policies
• 5.5.2-P1: Require that new development incorporate building articulation and architectural features, including front door, windows, stoops, porches or bay windows along street frontages, to integrate new development into existing neighborhoods.

Consistent with this policy, the proposed building is designed to address the adjacent public streets with an urban aesthetic and to activate this public space. Front entries at the ground floor and windows, patios and balconies along the building elevations look onto the public streets. Offsets along the building planes and roof line break up massing and a mixture of materials and architectural features create visual breaks and interest that are compatible with the surrounding built environment. • 5.5.2-P9: Improve pedestrian amenities, including sidewalks and bicycle paths, to promote neighborhood compatibility.

Consistent with this policy, the project includes pedestrian amenities such as complete street sections with a separated tree lined park strip and landscape setbacks behind the sidewalk to link City of Santa Clara Page4 of 9 Printed on 7/7/2023
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adjacent land uses. The landscape plan for the site also includes an outdoor courtyard at the intersection of Park Avenue and The Alameda as common outdoor space for community gathering and seating in front of the commercial space.

Additionally, at the project frontage corner, a new traffic pole with luminaire aligned with the crosswalk across Park Avenue will be installed, a new curb ramp will be constructed to improve connectivity and remove physical barriers to walking at that road crossing, and the existing pedestrian signals will be replaced with countdown pedestrian signals across Park Avenue and Bellomy Street.

The project is also conditioned to provide a fair share contribution for relocating the existing crosswalk across on The Alameda to be perpendicular with the roadway. This modification will require new curb ramps, modification of the median island on The Alameda, and new traffic signal pole with pedestrian push button and equipment.
• 5.5.2-P11: Restrict loading, trash and noise-generating activities to protect adjacent residential uses.
• 5.5.2-P12: Screen loading and trash areas to preclude visibility from off-site and public streets.

Consistent with these policies, the trash enclosure serving the project is located within the parking garage at the first level and is screened form view along the public right-of-way. Pick-up of trash and recycling materials is identified to occur in the loading zone on Park Avenue during prescheduled pick -up dates and times to avert noise impacts to residents.

Zoning Code Conformance
The applicant is proposing to rezone the property to a Planned Development (PD) zoning district. The project site is currently zoned Neighborhood Commercial (CN). The CN Zoning standards are discussed here as a point of reference. The CN zoning designation is a limited commercial zone for the provision of retail goods and services for convenience of the immediately adjacent neighborhood and does not allow for residential development. This zoning district establishes standards appropriate for neighborhood commercial development including a 35-foot building height limit, and 15-foot front and side setbacks, and no rear setback, as set forth in Chapters 18.34 and 18. 7 4 of the City Code.

PD zoning districts are intended to allow for creative design solutions and land uses not otherwise allowed in standard zoning districts while maintaining compatibility with the existing community.

Chapter 18.54 establishes a process and the requirements for PD zoning districts. The proposed PD zoning would establish standards for mixed-use development, which take into consideration existing and approved land uses and development surrounding the project site. The proposed rezone to PD would allow a mixed use development consisting of subgrade and first floor parking, ground floor retail, residential units on all four floors, outdoor tenant common space, and shared public open space utilizing flexible site/building design and parking standards for the project, as shown in the Development Plans (Attachment 9).

Parking
The project proposes to provide 42 parking spaces, allocating 3 parking spaces to the retail/commercial use and 39 spaces to the residential tenants. Per State law, projects within proximity to transit are exempt from any local parking requirements, but in this case the developer is voluntarily providing parking as described. For reference, the mixed use zoning districts in the City City of Santa Clara Page 5of 9 Printed on 7/7/2023
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Code have a parking requirement for multi-family residential of one space for each studio; one and one-half spaces for each one bedroom unit; two spaces for each two-plus bedroom unit and 1 space per 200 square feet of commercial, which would equal a requirement of 54 parking spaces with 2 of the spaces allocated to the commercial use and 52 spaces for resident use based on the bedroom count. The applicant's rationale for the proposed parking count is that it will meet demand based on anticipated tenancy by students, and proximity to the Santa Clara University campus, neighborhood commercial uses, and local and regional transit services.

Site Design and Architecture
The four-story structure is designed with one level of subgrade parking; first floor garage parking, commercial lease space, residential units, lobby and building operations. The peak height of the structure is 55.5 feet. Residential units are located on the three floors above and are designed to encircle an open courtyard that is located on the second floor for resident use. The unit mix of the residential units is a combination of one bedroom/one bath units ranging in size from 554 square feet to 732 square feet and two bedroom/two bath units from 807 to 1,266 square feet. In total there are 26 one bedroom/one bath units and 13 two bedroom/two bath units. Each unit either has an exterior patio (first floor units) or balcony (floors 2 - 4 ). The building occupies the majority of the lot (80%) with setbacks of four feet along the street frontages and six feet along the rear abutting the Safeway parking lot. The proposed clear ceiling height of the first floor is 15 feet, sufficient to support the use of the commercial tenant space. The overall building height, massing, setbacks and building articulation are thus consistent with traditional urban setting design.

The proposed building architecture has a modern design aesthetic that is clad with a stucco finish and incorporates wood paneling, lintels and trim details into the exterior finish and decorative metal canopies, railings and wood trellis features to provide textural and visual interest. The use of divided light windows and alternating use of materials provides a rhythmic cohesion and symmetry in the design. Offsets in the building elevations and varied roof planes and dentil features provide breaks in mass and scale of the structure. Rooftop mechanical equipment is screened from view along the public right-of-way by a roof parapet. With these elements, the building will have a level of articulation and visual interest consistent with the City's Zoning Code standards.

Circulation and Parking
The project is accessed by a two-way driveway on the Park Avenue and The Alameda frontages.

These driveways provide ingress and egress to first floor parking and the subgrade parking garage.

The project provides a total of 44 parking spaces that consist of 33 non-EV car parking spaces, 5 electric vehicle parking spaces, and 6 motorcycle spaces. A secure bicycle storage room for 57 bicycles is located on the first floor inside the garage. Bike racks are also provided adjacent to the commercial tenant space entry along Park Avenue. A loading zone is also located along Park Avenue near the driveway for deliveries, passenger pick-up/drop-off, moving, and trash staging and pickup.

Landscaping and Open Space
The project includes a landscape plan for the site that incorporates a mixture of plant species and trees for planting the common areas and setbacks, as well as the planter strips fronting the project site. There is only one tree on-site currently which is not a protected tree and would be removed with project development. The project includes the installation of 13 street trees and 15 on-site trees, greater than the 2:1 minimum replacement requirement, and provides landscaping in the outdoor common space areas.

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The project provides common open space that is shared specifically for the tenants and open space that is shared with the public. Common outdoor space for tenant use is centrally located on the second level and is open to above. The area includes landscaping with tree and plant species, seating areas, workspace, a barbeque and a ping-pong table for passive and active uses. Shared public space is provided in front of the commercial tenant space at the northern tip of the project site where Park Avenue and The Alameda meet. This area is designed as a gathering area for individuals to congregate or pass through and includes raised planter beds for seating and landscaping.

Conclusion
Staff recommends approval of the proposed project as it would implement several General Plan policies, providing for new housing that meets the community's needs, while being appropriately programmed and designed to complement the surrounding neighborhood.

ENVIRONMENTAL REVIEW
A Mitigated Negative Declaration (MND) was prepared for the project by the environmental consultant firm David J. Powers & Associates, Inc., in accordance with the California Environmental Quality Act (CEQA). The MND and Notice of Availability (NOA) were posted on the City's website at <https://www.santaclaraca.gov/our-city/departments-a-f/community-development/planninqdivision/environmental-review-cega> and circulated for 30-day review on April 13, 2023 and ending on May 15, 2023, in accordance with CEQA requirements. The Planning Department received agency comments on the MND from San Jose Mineta International Airport, California Department of Transportation and Valley Water which are provided as Attachment 2 to this report, along with responses to comments for review.

The MND examined potential environmental impacts associated with project development and identified air quality, biological, cultural resources, geology and soils, hazards and hazardous materials, and noise impacts that with incorporation of mitigation measures into the project would reduce all potential impacts to less than significant. A detailed discussion of the potential impacts and mitigation measures to be applied to the project are specified in the MND and would be implemented through project conditions of approval and the Mitigation Monitoring and Reporting Program (MMRP) for the proposed project.

FISCAL IMPACT
There is no fiscal impact to the City for processing the requested application other than administrative time and expense typically covered by processing fees paid by the applicant.

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

PUBLIC CONTACT
On June 28, 2023, a notice of public hearing for this item was published in the Weekly, a newspaper of general circulation in the City.

On June 29, 2023, the notice of public hearing for this item was posted in three conspicuous places within 300 feet of the project site and was mailed to property owners within 1,000 feet of the project site boundaries in the Old Quad District. The Planning Department has received comments on the project, which are provided in Attachment 7 to this report for review.

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Community Meetings
Virtual public outreach meetings were conducted by the Property Owner and Project Architect on November 10, 2021 and May 24, 2023 to engage the neighborhood community in the planning process. Notices of the meeting were mailed by the applicant to property owners in the Old Quad District and interested parties (resulting in 5,950 mailings for each meeting) and was also posted on the City's website. These meetings provided the community the opportunity to review and comment on the proposal and revised changes made to the proposed building and site design resulting from community input. As well as to share comments and concerns regarding the on-site parking count, overuse of street parking in the project area, pedestrian safety, and traffic generated by the project.

ALUC Meeting
The project site is located in the San Jose International Airport (SJC) Influence Area. As the proposed project requires a General Plan Amendment and Rezone of the property, it was referred to the Santa Clara County Airport Land Use Commission (ALUC) for review and finding of consistency with the SJC Comprehensive Land Use Plan (CLUP). The project was reviewed by the ALUC at a regularly scheduled meeting of May 24, 2023. Following staff presentation and public testimony, the Commission approved a finding of consistency that the General Plan Amendment and Rezone for development of the project proposal is consistent with the policies contained in the SJC CLUP. The ALUC finding of conformance is provided as Attachment 6. Consistent with ALUC 's determination, the following condition is added to the Conditions of Rezoning Approval (P5 in Attachment 8):
• Prior to the issuance of building permits, pursuant to SJC CLUP policy G-5, an Avigation Easement shall be dedicated to the City of San Jose on behalf of San Jose International Airport.

ALTERNATIVES

1. Adopt a resolution to recommend the City Council adopt the MND and Mitigation Monitoring and Reporting Program for The Alameda Mixed Use Project.

2. Adopt a resolution to recommend the City Council approve a General Plan Amendment from Neighborhood Mixed Use to Very High Density Residential.

3. Adopt a resolution to recommend City Council approve a Rezone from Neighborhood Commercial (CN) to Planned Development (PD) to allow construction of the four-story mixed use development as proposed.

4. Recommend the City Council deny a General Plan Amendment from Neighborhood Mixed Use to Very High Density Residential.

5. Recommend City Council deny a rezone from Neighborhood Commercial (CN) to Planned Development (PD) to allow construction of a mixed use development as proposed.

RECOMMENDATION
Alternative: 1, 2 and 3

1. Adopt a resolution to recommend the City Council adopt the Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Program for the 2655 The Alameda Mixed Use Project.

2. Adopt a resolution to recommend the City Council approve a General Plan Amendment from Neighborhood Mixed Use to Very High Density Residential.

3. Adopt a resolution to recommend City Council approve a Rezone from Neighborhood Commercial (CN) to Planned Development (PD), subject to conditions.

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Prepared by: Debby Fernandez, Associate Planner
Reviewed by: Alexander Abbe, Assistant City Attorney,
Approved by: Lesley Xavier, Planning Manager

ATTACHMENTS

1. Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program

2. Responses to Comments received on the Mitigated Negative Declaration

3. Resolution Recommending Council Adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program

4. Resolution Recommending Council Approve the General Plan Amendment

5. Resolution Recommending the Council Approve the Rezone

6. ALUC Finding of Conformance

7. Correspondence

8. Conditions of Rezoning Approval

9. Development Plans
City of Santa Clara Page 9 of9 Printed on 7/7/2023
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Resolution/ 2655 The Alameda Mixed Use Project - MND and MMRP Page 1 of 4 Rev. Rev: 11/22/17
RESOLUTION NO. __________

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA TO ADOPT THE MITIGATED NEGATIVE

DECLARATION AND THE MITIGATION MONITORING AND
REPORTING PROGRAM FOR THE 2655 THE ALAMEDA
MIXED USE PROJECT LOCATED AT 2655 THE ALAMEDA,

SANTA CLARA
PLN22-00448 (General Plan Amendment and Rezone)
SCH# 2023040354
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, on August, 10 2022, Anjuli Habbas representing Kapital Alameda, LLC (“Owner”) filed an application for the vacant and unimproved 0.4-acre site located at 2655 The Alameda (“Project Site”);
WHEREAS, the Owner applied for a General Plan Amendment from Neighborhood Commercial to Very High Density Residential and to Rezone the Project Site from Neighborhood Commercial (CN) to Planned Development (PD) to allow a four-story, mixed use development with 1,500 square feet of retail/commercial uses and 39 multifamily units, 46 subgrade and first floor parking spaces (38 auto and 8 motorcycle spaces), landscaping, and public and private onand off-site improvements (“Project”) as shown on the Development Plans, attached hereto and incorporated herein by this reference;
WHEREAS, the Project approvals will include Resolution No. _____ (“City Council General Plan Amendment ”); Resolution No. _____ (“City Council Rezoning Resolution”); and this California Environmental Quality Act (“CEQA”) Resolution (collectively, the “Approvals”); WHEREAS, pursuant to the California Environmental Quality Act (CEQA), and the regulations implementing the Act, specifically 14 Cal. Code of Regs § 15070, this Project was determined after an Initial Study to identify potentially significant effects on the environment which could be avoided with the implementation of mitigation measures, resulting in the drafting of a Mitigated Negative Declaration (“MND”) and Mitigation Monitoring and Reporting Program (“MMRP”); Resolution/ 2655 The Alameda Mixed Use Project - MND and MMRP Page 2 of 4 Rev. Rev: 11/22/17
WHEREAS, in conformance with CEQA, the MND was noticed and circulated for a 30-day public review period to the State Office of Planning and Research, Santa Clara County Clerk’s Office, and interested parties property owners within 1,000 feet of the Project Site boundaries from April 13, 2023 to May 15, 2023; where during that period comment letters were received from San Jose Mineta International Airport, the California Department of Transportation and Valley Water, and along with the attached Responses to Comments Received on the MND are made part of the record;
WHEREAS, on June 21, 2023, a newspaper notice for this item was published in The Weekly, a newspaper of general circulation, for the Planning Commission meeting on July 13, 2023 and City Council meeting of August 29, 2023;
WHEREAS, on June 29, 2023, notices of the public meeting for the Planning Commission meeting of July 13, 2023 were posted in at least three conspicuous locations within 300 feet of the Project Site, and mailed to property owners within 1,000 feet of the Project Site boundaries; WHEREAS, on July 13, 2023, the Planning Commission considered the Project, MND, MMRP and all pertinent information in the record including public testimony, at the conclusion of which the Planning Commission voted to recommend that the City Council adopt the MND and MMRP, approve the General Plan Amendment and rezone to allow a four-story, mixed use development with 1,500 square feet of retail/commercial uses and 39 multifamily units, 46 subgrade and first floor parking spaces, landscaping, and public and private on- and off-site improvements; WHEREAS, on August 17, 2023, notices of the public meeting for the City Council meeting of August 29, 2023 were posted in at least three conspicuous locations within 300 feet of the Project Site, and mailed to property owners within 1,000 feet of the Project Site boundaries; WHEREAS, the City Council reviewed the MND prepared for the Project, City staff report pertaining to the MND and all evidence at a duly noticed public hearing on August 29, 2023. All these documents and evidence are herein incorporated by reference into this Resolution.

Resolution/ 2655 The Alameda Mixed Use Project - MND and MMRP Page 3 of 4 Rev. Rev: 11/22/17

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

1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. That the City Council finds that all potentially significant environmental impacts that may directly or indirectly result from the Project would be reduced to a less-than-significant level by the mitigation measures specified in the MND and MMRP.

3. That the City Council hereby finds that the MND is complete, prepared in compliance with CEQA, and represents the independent judgment of the City Council.

4. That the City Council finds that the MND and MMRP completed for this Project has been completed in compliance with CEQA, and that approval of this Project as mitigated will have no significant negative impacts on the area’s environmental resources, cumulative or otherwise, as the impacts as mitigated would fall within the environmental thresholds identified by CEQA.

5. That the City Council hereby adopts the MND and MMRP for the Project.

6. That the City Council hereby designates the Planning Division of the Community Development Department as the location for the documents and other material that constitute the record of proceedings upon which this decision is based and designates the Director of Community Development as the custodian of records.
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Resolution/ 2655 The Alameda Mixed Use Project - MND and MMRP Page 4 of 4 Rev. Rev: 11/22/17

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 29th DAY OF AUGUST, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:
___________________________

NORA PIMENTAL, MMC

ASSISTANT CITY CLERK
Attachments Incorporated by Reference:

1. Mitigated Negative Declaration (MND)

2. Mitigation Monitoring and Reporting Program (MMRP)

3. Responses to Comments Received on the MND

4. Development Plans
Resolution/ 2655 The Alameda - General Plan Amendment Page 1 of 5 Rev. Rev: 11/22/17
RESOLUTION NO. __________

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, APPROVING A GENERAL PLAN AMENDMENT
TO CHANGE THE LAND USE DESIGNATION OF A 0.4-ACRE
PROJECT SITE LOCATED AT 2655 THE ALAMEDA, SANTA

CLARA, FROM NEIGHBORHOOD COMMERCIAL TO VERY

HIGH DENSITY RESIDENTIAL
PLN22-00448 (General Plan Amendment and Rezoning)
SCH# 2023040354 (Mitigated Negative Declaration)
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, on August, 10, 2022, Anjuli Habbas representing Kapital Alameda, LLC (“Owner”) filed an application for a General Plan Amendment in connection with development of a 0.4-acre vacant and unimproved parcel (APN: 230-12-012) located at 2655 The Alameda (“Project Site”); WHEREAS, the General Plan Amendment proposes to change the existing land use designation for the Project Site from Neighborhood Commercial to Very High Density Residential (51 to 100 du/ac and ancillary retail/commercial uses); WHEREAS, the Owner has simultaneously applied for a Rezone of the Project Site from Neighborhood Commercial (CN) to Planned Development (PD) to allow development of the Project Site with the construction of 1,500 square feet of retail/commercial uses and 39 multifamily dwelling units in a four-story structure with 46 subgrade and first floor parking spaces (38 auto and 8 motorcycle spaces), common open space, landscaping, and public and private on- and off-site improvements (“Project”);
WHEREAS, Santa Clara City Charter Section 1007 requires that the Planning Commission provide input to the City Council on any proposed General Plan Amendment; WHEREAS, on July 13, 2023, the Planning Commission conducted a duly noticed public hearing to consider the Project, at the conclusion of which the Commission recommended to the City Council approval of the proposed General Plan Amendment; Resolution/ 2655 The Alameda - General Plan Amendment Page 2 of 5 Rev. Rev: 11/22/17
WHEREAS, notice of the public hearing on the proposed General Plan Amendment was published in the Weekly, a newspaper of general circulation for the City, on June 21, 2023; WHEREAS, on August 17, 2023 notices of the public hearing on the General Plan Amendment were posted in at least three conspicuous locations within 300 feet of the Project Site and mailed to property owners within the Old Quad District (an area greater than 1,000 feet in radius from the Project Site boundaries), according to the most recent assessor’s roll; WHEREAS, notice was mailed to each local agency expected to provide water, sewage streets, roads, schools, or other essential facilities or services to the project, including Valley Water and the Santa Clara Unified School District, on June 29, 2023; WHEREAS, Government Code Section 65355 requires the City Council to hold a public hearing prior to adopting a General Plan Amendment;
WHEREAS, before considering the General Plan Amendment for the Project Site, the City Council reviewed and considered the information contained in the Mitigated Negative Declaration (“MND”) for the Project (SCH# 2023040354);
WHEREAS, the City Council has reviewed the General Plan Amendment; and WHEREAS, on August 29, 2023, the City Council has conducted a public hearing, at which time all interested persons were given an opportunity to give testimony and provide evidence in support of and in opposition to the proposed General Plan Amendment.

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

1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

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

A. The proposed amendment is deemed to be in the public interest, in that:

Resolution/ 2655 The Alameda - General Plan Amendment Page 3 of 5 Rev. Rev: 11/22/17
The Project is located in an urbanized area served by existing infrastructure and municipal services. The Project would contribute 39 multi-family dwelling units to the City’s housing stock in proximity to public transportation with ease of connection to local and regional transit facilities, as well as access to neighborhood commercial, public/quasi-public uses, and outdoor open space and recreation areas. The Project would provide 1,500 square feet of ancillary retail/commercial uses on the ground floor to serve the residents and surrounding community and reduce vehicle miles travelled with access to neighborhood goods and services.

The General Plan Amendment to allow the mix of retail/commercial and residential development would facilitate affordable housing development and ancillary neighborhood retail/commercial uses on the Project Site through an increase in residential density and building height to make the Project economically feasible to construct. The building footprint and height allow the project to maximize open space and private use by the residents, while providing housing at a higher density, and includes common space that is available to the community.

B. The proposed General Plan Amendment is consistent and compatible with the rest of the General Plan and any implementation programs that may be affected, in that:

The Project would redevelop a vacant and unimproved parcel to construct 39 dwelling units and provide rental housing opportunities for individuals and families. The project would contribute to the City’s type and tenure of housing and assist in achieving RHNA targets for the production of affordable housing units, as mandated by the State, by complying with the City’s Affordable Housing Ordinance, which requires provision of a percentage of the housing units at affordable rental rates to lower income households and through the payment of in-lieu fees. The Project would lessen the jobs/housing imbalance in support of The City’s General Plan Land Use and Housing goals and policies. Furthermore, the Project incorporates Transition Policies of the General Plan in site and building design to integrate into the community and would implement project conditions of approval to avoid and reduce impacts of development.

Resolution/ 2655 The Alameda - General Plan Amendment Page 4 of 5 Rev. Rev: 11/22/17
C. The proposed amendment has been processed in accordance with the applicable provisions of the California Government Code and the California Environmental Quality Act (CEQA), in that:

A Mitigated Negative Declaration (“MND”) was prepared in accordance with CEQA and the City circulated the MND and Notice of Availability to the public agencies which have jurisdiction by law with respect to the Project, as well as property owners within 1,000 feet of the Project Site boundaries and interested persons and organizations; and the City sought the comments of such agencies, organizations and persons.

D. The potential impacts of the proposed General Plan Amendment have been assessed and have been determined not to be detrimental to the public health, safety, or welfare, in that:

A Mitigation Monitoring and Reporting Program has been prepared for implementation with Project development to reduce potentially significant impacts identified in the MND to less than significant.

3. That the City Council, pursuant to Government Code §65358, hereby amends the General Plan by changing the General Plan Land Use Diagram for the Project Site to Very High Density Residential (51-100 du/ac and ancillary retail/commercial uses) to allow a mixed use development on the Project Site.

4. That the City Council hereby amends the General Plan by revising Figures 5.2-2 (“Land Use Diagram, Phase II”) and 5.2-3 (“Land Use Diagram, Phase III”) of Subsection 5.2.2 (“Land Use Classifications and Diagram”) of Section 5.2 (“Land Use Diagram”) of Chapter 5 (“Goals and Policies”) of the General Plan, to reflect the General Plan land use change.

5. That based on the findings set forth in this Resolution and the evidence in the City Staff Report and such other evidence as received at the public hearing on this matter the City Council approves the General Plan Amendment.
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Resolution/ 2655 The Alameda - General Plan Amendment Page 5 of 5 Rev. Rev: 11/22/17

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

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

AND ADOPTED BY THE CITY COUNCIL OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 29th DAY OF AUGUST 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________________

NORA PIMENTAL, MMC

ASSISTANT CITY CLERK
Resolution/ 2655 The Alameda - Rezone Page 1 of 5
Rev. Rev: 11/22/17
RESOLUTION NO. __________

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, APPROVING A REZONING FROM

NEIGHBORHOOD COMMERCIAL (CN) TO PLANNED

DEVELOPMENT (PD) TO ALLOW A MIXED USE
DEVELOPMENT LOCATED AT 2655 THE ALAMEDA, SANTA
CLARA
PLN22-00448 (General Plan Amendment and Rezone)
SCH# 2023040354 (Mitigated Negative Declaration)
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, on August 10, 2022, Anjuli Habbas representing Kapital Alameda, LLC (“Owner”) filed a development application for the 0.4 acre parcel located at 2655 The Alameda (APN: 230- 12-012), which is currently vacant and unimproved (“Project Site”); WHEREAS, the Owner simultaneously applied for a General Plan Amendment from Neighborhood Commercial to Very High Density Residential to allow a mixed use development at 51 to 100 du/ac with ancillary retail/commercial uses and Rezone of the Project Site from Neighborhood Commercial (CN) to Planned Development (PD) to allow development of 1,500 square feet of retail/commercial uses and 39 multifamily dwelling units in a four-story structure with 46 subggrade and first floor parking spaces (38 auto and 8 motorcycle spaces), common open space, landscaping, and public and private on- and off-site improvements (“Project”), as shown on the Development Plans, attached hereto and incorporated herein by this reference; WHEREAS, a Rezone of the property from CN to PD is required to allow creative development standards for site and building design, that are not otherwise allowed in standard zoning districts to construct a mix of retail/commercial uses and multifamily residential development with associated on-site and off-site public and private improvements; Resolution/ 2655 The Alameda - Rezone Page 2 of 5
Rev. Rev: 11/22/17
WHEREAS, in conformance with CEQA, the Mitigated Negative Declaration (MND) prepared for the Project was noticed and circulated for a 30-day public review period from April 13, 2023 to May 15, 2023;
WHEREAS, the MND identified potential significant impacts of Project development that with implementation of the mitigation measures identified in the Mitigation Monitoring and Reporting Program (“MMRP”) will reduce potential mitigation measures to less than significant and will be incorporated into the Project;
WHEREAS, Santa Clara City Code (SCCC) Section 18.112.030 provides for the review and recommendation of the City’s Planning Commission of all rezoning requests before action is to be taken by the City Council;
WHEREAS, on July 13, 2023, the Planning Commission held a duly noticed public hearing to consider the Project, MND, MMRP and all pertinent information in the record, including public testimony, at the conclusion which the Planning Commission voted to recommend that the City Council adopt the MND and MMRP, approve the General Plan Amendment and rezoning to allow development of the Project;
WHEREAS, notices of the August 29, 2023 City Council hearing on the proposed rezoning were mailed to all property owners within 1,000 feet of the property, according to the most recent assessor’s roll, and posted in three conspicuous locations within 300 feet of the property, on August 17, 2023; and
WHEREAS, on August 29, 2023, the City Councill held a duly noticed public hearing to consider the Rezoning application, at which time all interested persons were given an opportunity to give testimony and evidence offered in favor and in opposition to the Project.

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

1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

Resolution/ 2655 The Alameda - Rezone Page 3 of 5
Rev. Rev: 11/22/17

2. That the City Council hereby rezones the Project Site from CN to PD to allow development of the Project, as shown on the attached Development Plans and conditioned as specified in the attached Conditions of Rezoning Approval, incorporated herein by this reference.

3. Pursuant to SCCC Code Section 18.112.050, the City Council determines that the following findings exist in support of the rezoning:

A. The existing zoning is inappropriate or inequitable, in that the existing zoning for the Project Site does not allow for residential development and the creation of housing opportunities envisioned by the 2010-2035 General Plan. A PD zoning of the Project Site to allow residential development would implement the General Plan’s Land Use and Housing goals and policies to provide a variety of housing opportunities and higher residential densities in proximity to neighborhood and community commercial uses, educational facilities, support services, local and regional transit facilities, outdoor open space and recreation areas.

B. The proposed zone change will conserve property values, protect or improve the existing character and stability of the area in question, and will promote the orderly and beneficial development of such area, in that the proposal is an infill development of a vacant parcel for mixed use development that incorporates Transition Policies of the General Plan for site and building design, on- and -off-site improvements to integrate into the community, and would implement project conditions of approval to avoid and reduce impacts of development.

C. The proposed zone change is required by public necessity, public convenience, or the general welfare of the City in that the proposed zone change would allow for 39 new housing units in combination with neighborhood retail/and commercial uses within a four-story structure; and provide tenant private and common open space, and community space for outdoor public gathering. Construction of the project would contribute to the City’s housing inventory and assist in production of affordable housing units to achieve RHNA targets as Resolution/ 2655 The Alameda - Rezone Page 4 of 5
Rev. Rev: 11/22/17
mandated by the State with the provision of 15 percent of the residential units made available at affordable rental rates to extremely low, very low, low and/or moderate-income households.

D. The proposed zone change would allow imaginative planning and design concepts to be utilized that would otherwise be restricted in other zoning districts in that the proposed zone change would allow flexibility in the development standards to minimize building footprint and increase building height to provide multifamily housing at 97.5 du/ac with ancillary retail/commercial uses, tenant and community open space, streetscape improvements and a reduced number of parking spaces to take advantage of proximity to the Santa Clara University campus, neighborhood commercial uses and local and regional transit providers.

4. That based on the findings set forth in this resolution and the evidence in the City Staff Report, MND and MMRP, the City Council hereby rezones the Project Site to allow a four-story mixed use development consisting of 1,500 square feet of ground floor retail/commercial uses and 39 multifamily dwelling units, 46 subggrade and first floor parking spaces, common open space, landscaping, and public and private on- and off-site improvements, as shown on the attached Development Plans and conditioned as specified in the attached Conditions of Rezoning Approval.
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Resolution/ 2655 The Alameda - Rezone Page 5 of 5
Rev. Rev: 11/22/17

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

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

AND ADOPTED BY THE CITY COUNCIL, AT A REGULAR MEETING THEREOF HELD ON THE 29th DAY OF AUGUST, 2023 BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Attachments Incorporated by Reference:

1. Rezone Conditions of Approval

2. Development Plans
ATTEST:

NORA PIMENTAL, MMC

ASSISTANT CITY CLERK
ALUC

SANTA CLARA

COUNTY AIRPORT LAND

U S E C O MMIS S ION
June 7, 2023
Debby Fernandez
Associate Planner
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Airport Land Use Commission
County Government Center, 70 West Hedding Street, East Wing, 7th Floor, San Jose, CA 95110
( 408) 299-5781 FAX ( 408) 288-9198
RE: Referral from the City of Santa Clara requesting review of a proposed 56-foot tall Mixed-Use Development requiring General Plan and Zoning Code Map Amendments.

Dear Ms. Fernandez:

On May 24, 2023, the ALUC considered the above referral for consistency with the policies of safety, height and noise contained within the San Jose International Airport (SJC) Airport Land Use Compatibility Plan (ALUCP).

The above referenced project is sponsored by the City of Santa Clara and is related to General Plan and Zoning Ordinance Map Amendments necessary to ensure compatibility of a proposed 56-foot-tall mixed-use development at 2655 The Alameda. This project is scheduled to be heard by the City of Santa Clara Planning Commission on June 14, 2023.

Specifically, the project site is a 0.4-acre vacant parcel (APN 230-12-012) located at the corner of Park A venue and The Alameda in the City of Santa Clara. The triangular shaped parcel is bordered by a parking lot on the south side of the site which serves a grocery store beyond, The Alameda to the east, and Park A venue to the west. The site is near commercial and single-family residences to the west and the Santa Clara University campus on the north and east.

The Commission approved a finding that the City of Santa Clara sponsored General Plan and Zoning Ordinance Map Amendments associated with a mixed-use development at 2655 The Alameda to be consistent with the policies contained within the SJC ALUCP.

The following recommended condition of approval shall apply to the proposed modification:
• Prior to the issuance of building permits, pursuant to SJC CLUP policy G-5, an A vigation Easement shall be dedicated to the City of San Jose on behalf of San Jose International Airport.

Please note that pursuant to the Public Resources Code 21670, the City of Santa Clara has the option of overruling the ALU C's determination. Overrules require a 2/3 vote of the entire body of the City of Santa Clara City Council. The notification process to the ALUC and Caltrans Division of Aeronautics shall also be complied with.

ALUC

SANTA CLARA

COUNTY AIRPORT LAND

U S E C O MMIS S ION
Airport Land Use Commission
County Government Center, 70 West Hedding Street, East Wing, 7th Floor, San Jose, CA 95110
(408) 299-5781 FAX (408) 288-9198
If you have any questions, please feel free to contact ALUC staff, Carl Hilbrants, at 408-299-5781, or via e-mail at [email protected].

Sincerely,
Carl Hilbrants
Senior Planner/ ALUC Coordinator
Debby Fernandez
From:

Sent:

To:

Cc:

Subject:

Hi M ark,
Planning Public Comment
Monday, August 21, 2023 10:54 AM
mark freschi; Planning Public Comment; Debby Fernandez
Lesley Xavier
RE: File No. PLN22-00448
This is to confirm your email has been received in the Planning Public Comment email box. By way of my reply I am including the appropriate Planning Division staff for their information.

Thank you for taking the time to notify us of your concerns. Your comments will be part of the public record on this item. We appreciate when members of the public take the time to provide their input.

Elizabeth Elliott
Community Development Department I Planning Division
1500 Warburton Avenue I Santa Clara, CA 95050
0: 408.615.2450 I D: 408.615.2474
City of
Santa Clara
From: mark freschi
Sent: Friday, August 18, 2023 11:53 PM
To: Planning Public Comment <[email protected]> Subject: File No. PLN22-00448
I am the owner of 745 Locust St., which forms a " T" at Park Ave, a l most in front of the p roposed devel opment .

I am writi ng t o object to the development as proposed .

With 39 proposed units on .4 acr es, it is over-scale and will over-burden the s urrounding inf rastructure. The density i s unreal istic.

In particular, Locust St. i sn ' t a fu l l-sized 2-way street . Yet it wi l l be a conduit from the devel opment and its 100+ tenants, to SCU . I mag ine the traffic and parking increase that a p roject of this size will cause . The adjoining Safeway parking will be affected. Via Servi ces parking will be affected.

Adding residential is fine , but a project even half that size is too big.

I object.

Thank you,
1 Mark
2 ALUC

SANTA CLARA

COUNTY AIRPORT LAND

U SE CO MMIS S ION
June 7, 2023
Debby Fernandez
Associate Planner
City of Santa Clara
1500 Warburton A venue
Santa Clara, CA 95050
Airport Land Use Commission
County Government Center, 70 West Hedding Street, East Wing, 7u, Floor, San Jose, CA 9 5110
(408) 299-5781 FAX (408) 288-9198
RE: Referral from the City of Santa Clara requesting review of a proposed 56-foot tall Mixed-Use Development requiring General Plan and Zoning Code Map Amendments.

Dear Ms. Fernandez:

On May 24, 2023, the ALUC considered the above referral for consistency with the policies of safety, height and noise contained within the San Jose International Airport (SJC) Airport Land Use Compatibility Plan (ALUCP).

The above referenced project is sponsored by the City of Santa Clara and is related to General Plan and Zoning Ordinance Map Amendments necessary to ensure compatibility of a proposed 56-foot-tall mixed-use development at 2655 The Alameda. This project is scheduled to be heard by the City of Santa Clara Planning Commission on June 14, 2023.

Specifically, the project site is a 0.4-acre vacant parcel (APN 230-12-012) located at the comer of Park A venue and The Alameda in the City of Santa Clara. The triangular shaped parcel is bordered by a parking lot on the south side of the site which serves a grocery store beyond, The Alameda to the east, and Park A venue to the west. The site is near commercial and single-family residences to the west and the Santa Clara University campus on the north and east.

The Commission approved a fmding that the City of Santa Clara sponsored General Plan and Zoning Ordinance Map Amendments associated with a mixed-use development at 2655 The Alameda to be consistent with the policies contained within the SJC ALUCP.

The following recommended condition of approval shall apply to the proposed modification:
• Prior to the issuance of building permits, pursuant to SJC CLUP policy G-5, an A vigation Easement shall be dedicated to the City of San Jose on behalf of San Jose International Airport.

Please note that pursuant to the Public Resources Code 21670, the City of Santa Clara has the option of overruling the ALUC's determination. Overrules require a 2/3 vote of the entire body of the City of Santa Clara City Council. The notification process to the ALUC and Caltrans Division of Aeronautics shall also be complied with.

ALUC

SANTA CLARA

COUNTY AIRPORT LAND

USE COMMISSION
Airport Land Use Commission
County Government Center, 70 West Hedding Street, East Wing, 7th Floor, San Jose, CA95110
(408) 299-5781 FAX (408) 288-9198
If you have any questions, please feel free to contact ALUC staff, Carl Hilbrants, at 408-299-5781, or via e-mail at [email protected].

Sincerely,
tfii1
Carl Hilbrants
Senior Planner/ ALUC Coordinator
Debby Fernandez
From: Rebecca Bustos
Sent:

To:

Tuesday, May 30, 2023 8:19 AM
Debby Fernandez; Lesley Xavier
Subject: FW: Catalyze SV Members Score Kapital Partners Santa Clara Mixed-Use Project at 2655 The Alameda
Rebecca Bustos I Principal Planner
Community Development Department, Planning Division
1500 Warburton Avenue, Santa Clara, CA 95050
Direct: 408.615.2464 I [email protected]
From: Alex Shoor <[email protected]>
Sent: Tuesday, May 30, 2023 12:00 AM
To: Ken Rodrigues <[email protected]>; [email protected]; Lisa Gillmor <[email protected]>; Kathy Watanabe <[email protected]>; Raj Chahal <[email protected]>; Karen Hardy <[email protected]>; Kevin Park <[email protected]>; Sudhanshu Jain <[email protected]>; Anthony Becker <[email protected]>; Priya Cherukuru <[email protected]>; [email protected]; Yashraj Bhatnagar <[email protected]>; Nancy Biagini <[email protected]>; Lance Saleme <[email protected]>; Qian Huang <[email protected]>; Mario Bouza <[email protected]>; Clerk <[email protected]>; PlanningCommission <[email protected]>; Rebecca Bustos <[email protected]>; Andrew Crabtree <[email protected]>; Reena Brilliot <[email protected]>; [email protected]; Jordan Grimes <[email protected]>; Ali Sapirman <[email protected]>; Mathew Reed <[email protected]>; [email protected]; Ray Bramson <[email protected]>; David Bini <[email protected]>
Cc: Shreya Chokshi <[email protected]>; Shalini Gupta <[email protected]> Subject: Catalyze SV Members Score Kapital Partners Santa Clara Mixed-Use Project at 2655 The Alameda Anjuli & Ken,
Thanks again for presenting the Ka pita I Partners project at 2655 The Alameda in Santa Clara to Catalyze SV's Project Advocacy Committee members a month ago. We appreciate your patience as we finalized the scorecard and letter.

Your project scored 3.8 out of 5 among our members. Overall, our members are supportive of your proposal and wish to see it approved with our members' constructive recommendations explained here:

1. Letter: Our members' constructive feedback on positive elements and recommended improvements.

2. Scorecard: Our members' thoughts on each relevant project category.

In the meantime, we're happy to set up a call and answer any questions you might have about our members' feedback. In the coming days, the project will be up on our website and it will include the letter and scorecard above.

We look forward to continuing to work with y'all on this project! Thanks again for working with us as you propose a mixed-income, mixed-use project in a key part of our Valley I -Alex 1 Alex Shoor
Executive Director I Catalyze SV
Get Catalyze SV apparel I Schedule time w/Alex
*Please note my new email address & our erg's new domain* [email protected] I www.CatalyzeSiliconValley.org 2 CATALYZE SV
www catalyzesy org
May 29, 2023
AnJull N. Habbas
Partner, Kapltal Partners
1999 S. Bascom Ave, Suite 250,
Campbell, CA 95008
RE: Kapltal Partner's Proposal for 2656 The Alameda In Santa Clara Dear Ken & Anjull,
Thank you for presenting Kapltal Partners' proposal for 2655 The Alameda - a mixed-use development located at 2655 The Alameda In Santa Clara - to Catalyze SV members at our Project Advocacy Committee on April 26, 2023. As we understand It, the proposal Is to construct a four-story retail and residential mixed-use development on a 0.4-acre vacant parcel. The structure will consist of 1540 sq. ft. of ground floor commercial space and 39 residential 1 and 2 bedroom units above. On-site amenities Include a central courtyard and retail cafe space with public plaza on the corner. It Includes 38 parking stalls, Including 3 stalls for retail tenants and a large bike room for on-site residents. Our members offer the following feedback on the project.

Positive Elements:

Community: Catalyze SV (CSV) members were happy to hear engagement has occurred , through two city-led community meetings and Is meeting with additional key stakeholders like Santa Clara University, Its students, and the Old Quad Neighborhood Association. We also applaud the development team for highlighting how the project has Incorporated community feedback Into Its revised design. e Vibrancy: Our members were very Impressed with the wide sidewalks that are pedestrian friendly. One of the best received features was the use of land at the edge of the site for a public plaza. The community-serving retail space on the ground floor, opening Into the plaza, acts as an Inviting feature for students and the community at-large. We appreciate the thoughtfulness of a designated spot for the broader community. We also recognize the effort to put greenery In the form of a pergola around the parking entrances.

Transportation: In Its current design, the project proposes 38 parking spaces. Our members like this project's low parking ratio, though some members expressed a preference for even fewer parking spaces. One of the best received features was the Integration of a large bike room with electric bike charging In it. We appreciate the multlmodal design approach that supports a bike and pedestrian friendly environment.

A
•
Sustalnablllty: Our members were happy to see a proposed all-electric building with integration of solar panels - that will mean lower electricity bills for residents. In addition, we liked the design of units overlooking the central courtyard that promote cross ventilation and passive cooling.
1 •

CATALYZE SV
www.cata!yzesy org
Intensity/Zoning: Our members appreciate seeing a lot of homes on a small site near Santa Clara. University. At 98 homes per acre, this density Is welcomed by our members, who wish to see greater efforts to meet our local housing needs. Overall, our members wish to see no changes that would reduce the height or density of this project.

Affordability: Our members strongly support the Inclusion of on-site affordable housing In residential projects. As we understand It, the project proposes 15% of the units on-site as affordable units. This was well-received by our members who understand we desperately need affordable housing options for those most vulnerable to displacement.

Our members also value that some of the homes will be more affordable because of their smaller floor plans.

Elements to lmprovei
Community: Our members recommend Kapltal engage some additional stakeholders, such as adjacent Safeway to discuss shared parking possibilities, labor unions. and underrepresented voices.
e Vibrancy: To enhance this project, members suggestions Include: • more outdoor activities In the courtyard, . • better lighting for safety purposes,
• more pet-friendly elements,
• a mural on the exterior walls of the project, and
• activating the rooftop
Transportation: We ask Kapital Partners to explore more locations for visitor bike parking :.: t.li.liJ that Is easily noticeable from the streets and Inside. Some of our members would like to see additional bike parking reserved for the employees of the retail space. We also suggest offering free VTA transit passes for residents for a long period of time. We highly recommend unbundling the parking and designing the parking to be adaptable to change of use so It can be converted to accommodate more residential units In future.

Sustainability: Our members emphasize buildings that go above and beyond on A sustainability. We recommend Kapltal Partners pursue a higher third-party certification W on this project, such as LEED Gold or Platinum. Some members had concerns regarding the sustainable disposal of materials - one mentioned organic waste composting, another wondered about where excavated soil will go, & another suggested a combination of softscape with large hardscape patches on sidewalks to aid groundwater recharge.

Intensity/Zoning: Our members wish to see Kapltal Partners add one more floor to Include more homes. In our discussion with the development team, this seems highly feasible. We would passionately support this extra effort, even In the face of any neighbor concerns. This Is a key priority of Catalyze SV members.

I
2 CATALYZE SV
www catarvzesy org
e Affordability: We strongly recommend the affordable homes be at lower Income levels (AMI), as well as Increasing the number of affordable units overall. Some of our members are also concerned about the avallablllty of market rate units for the students who will be probable residents.

We're excited to work with Kapltal Partners on this promising project In a place crying out for housing, height, and activation. We are grateful to provide feedback and look forward to the project being approved, especially with some of our Improvements Incorporated Into your design.

Sincerely,
Catalyze SV's staff and Project Advocacy Committee members, cc:

Mayor Lisa M. GIiimor ([email protected])
Kathy Watanabe (kwatanabe@santadaraca,aoy)
Raj Chahal ([email protected])
Karen Hardy [email protected]
Kevin Park ([email protected])
Sudhanshu Jain ([email protected])
Anthony J. Becker ([email protected])
Prlya Cherukuru (pcherukuru@sa ntaclaraca,gov)
Ricci Herro ([email protected])
YashraJ Bhatnagar [email protected]
Nancy A. Biagini {[email protected])
Lance Saleme ([email protected])
Qian Huang {[email protected])
Marlo Bouza /[email protected])
City Clerk ([email protected])
Planning Commission 1e10001naComm1ss1on@santac1e,rnca.qoy) Rebecca Bustos ([email protected])
Andrew Crabtree /acrabtree@santadaraca,qov)
Reena Brllllot [email protected])
Old Quad Neighborhood Association /oqraca>jthon.coml
Greenbelt Alliance ([email protected])
Housing Action Coalition ([email protected]) SV@Home ([email protected])
Silicon Valley Leadership Group liboker@sy!a.orql
Destination: Home [email protected])
Santa Clara & San Benito Counties Building & Construction Trades Council ([email protected]) Catalyze SV ([email protected])
AboL~t catalyze sy
Catalyze SV's Project Advocacy Committee Is comprised of community members who Identify. evaluate, & lead advocacy efforts around specific development projects.
3 CATALYZE SV
Project Review Scorecard

OVERVIEW
This proj ect review scorecard provides guidelines for consistently evaluating how a proposed development aligns with Catalyze SV's values. Catalyze SV's values are:
•
•
•
Inclusive, Diverse Communities
Healthy, Sustainable Development
Convenient Transportation Choices
•
•
•
Housing Solutions for All
Vibrant Places for People
Equitable Community Engagement
Grading Criteria - Merits
Community: The applicant Is making significant efforts to reach out to the community, Including underrepresented"~ voices, and has addressed recommendations collected through community engagement.

A Vibrancy: The proposal seizes locational opportunities and Includes features to enhance the V human experience of the site and neighborhood. Public and private space Is designed to promote physical, mental, and/or social well-being while connecting with parks, fresh food, and/or other community amenities.
.
-. .. ,
Transportation: The project recognizes the growing Importance of a variety of mobility solutions, lncentivlzes reduced automobile usage, and measures mobility after the project Is built and occupied. Transportation Demand Management plans are encouraged . •
Sustainability: The project Incorporates measurable green building fe. atures. CalGreen Tier 1 or 2 measures and/or third-party certifications (LEED, WELL, Living Building Challenge, etc) are encouraged. Some features can be found here:
bttos·(lwww catolyzesillca Ya ll ey orotsustaloohle-teat11tes e Intensity/Zoning: The project utilizes nearly the full density allowed under Its zoning and general plan designations.
~ Affordability: The proposal considers protections or relocation benefits for existing residential W and/or commercial tenants that may be displaced. It goes beyond current government requirements for onslte, below-market-rate homes, stabilized commercial leases, or appropriate substitutes .
•
Legacy {when applicable): The project undertakes efforts to Incorporate, protect, or preserve any objects of significant cultural or historic merit identified by the community on or near the site. •• = Research has shown that renters, new residents, people of color, younger people, and females tend to be underrepresented voices on local development Issues. (]. .z.. J) Grading Scale - Merits
An average score of 3.5 Is required for Catalyze SV to consider advocating full support for a project.
1 = Falls to meet project review criteria
2 ::: Meets some project review criteria
3::: Meets basic project review criteria
4 ::: Exceeds proj ect review criteria
5 = Goes far beyond project review criteria
N/A ::: Category does not apply

CATALYZE SV
Project Review Scorecard
Project Under Review: 2655 The Alameda
Project Applicant: Kapital Partners, LLC
Review Date: April 26, 2023

catalvzesiliconva((ev;orq(acotect-list
Community Score: 4/5
Catalyze SV (CSV) members appreciate that Kapltal Partners Is engaging the community and concerned stakeholders to get feedback for this housing project, especially since this ls a relatively small project. Our members were happy to hear engagement has occurred through two city-led community meetings, one of them on April 24, 2023. Our members also appreciate that Kapltal's development team Is meeting with additional key stakeholders like Santa Clara University, Its students, and the Old Quad Neighborhood Association. We also applaud the development team for highlighting how the project has Incorporated community feedback Into Its revised design. That being said, our members do recommend l(apital engage some additional stakeholders, such as underrepresented voices, labor unions, and the adjacent Safeway to discuss shared parking posslbllltles. Overall, we appreciate that the development team is responsive to the community. 8 Vibrancy Score: 4/5
Catalyze SV supports projects that Include vibrant spaces for people to live an.d enjoy.

Our members were very Impressed with the wide sidewalks that are pedestrian friendly. One of the best received features was the use of land at the edge of the site for a public plaza. The community-serving retail space on the ground floor, opening Into the plaza, acts as an inviting feature for students and the community at-large. We appreciate the thoughtfulness of a designated spot for the broader community. We also recognize the effort to put greenery In the form of a pergola around the parking entrances. To further enhance this project, members suggestions Include outdoor activities In the courtyard, better lighting for safety purposes, more pet-friendly elements, a mural on the exterior walls of the project, and activating the rooftop.

Transportation Score: 4/5
Our members are almost always happy to see a proposal with a low perking ratio like this project. though some members expressed a preference for even fewer parking spaces. In Its current design, the project proposes 38 parking spaces, Including 3 for retail. One of the best received features was the Integration of a large bike room with electric bike charging In It. Yet some members would llke to see additional bll<e parking reserved for the employees of the retail space. We ask Kapltal Partners to explore more locations for visitor bike parking that ls easily noticeable from the streets and Inside. We appreciate the multlmodal design approach that supports a bike and pedestrian friendly environment. With that said, our members also

CATALYZE V
suggest offering free VTA transit passes for residents for a long period of time. We highly recommend unbundling the parking and designing the parking to be adaptable to change of use so It can be converted to accommodate more residential units In future. -
Sustainability Score: 4/5
Our members emphasize buildings that go above and beyond on sustainability. We appreciate the Sliver certification for LEED. Although we understand third-party certifications such as LEED or GreenPolnt Rated (GPR) can be challenging, there are 2 higher standards for LEED - Gold and Platinum. We recommend Kapltal Partners pursue one on this project. Our members were happy to see a proposed all-electric building with Integration of solar panels - that will mean lower electricity bllls for residents. We were very happy to see the de~lgn of units overlooking the central courtyard that promote cross ventilation and passive cooling. However, some of our members had concerns regarding the sustainable disposal of materials - one mentioned organic waste composting, another wondered about where excavated soil will go, and another suggested a combination of softscape with large hardscape patches on sidewalks to aid groundwater recharge.

Intensity/Zoning Score: 4/5
The project proposes the construction of a 4-story building with 39 homes on a 0.4 acre site. Our members appreciate seeing a lot of homes on a small site near Santa Clara University. At 98 homes per acre, this density was welcomed by our members, who wish to see greater efforts to meet our local housing needs. Overall, our members like the height and density and wish to see no changes that would reduce It. In fact, our members wish to see Kapital Partners add one more 1loor to Include more homes. In our discussion with the development team, this seems highly feasible. We would passionately support this extra effort, even In the face of any neighbor concerns. This Is a key priority of Catalyze SV members. e Affordability Score: 3/5
Our members strongly support the Inclusion of on-site affordable housing In residential projects. As we understand It, the project proposes 15% of the units on-site as affordable units. This was well-received by ou~ members who understand we desperately need affordable housing options for those most vulnerable to displacement. Our members also value that some of the homes will be more affordable because of their smaller floor plans. We strongly recommend the affordable homes be at lower Income levels (AMI), as well as Increasing the number of affordable units overall. Some of our members are also concerned about the availability of market rate units for the students who will be probable residents. e Legacy Score: N/A
Members of Catalyze SV didn't think this category was applicable to this site. However, the architectural design adapted to celebrate the historical aesthetics of the neighborhood and flt In with the University was well received by our members.

Cumulative Score: 3.8 out of 6
May 15, 2023
Debby Fernandez
Associate Planner
City of Santa Clara Planning Division
1500 Warburton Avenue
Santa Clara, CA 95050
Re: 2655 The Alameda
Dear Ms. Femandez,
This is a follow up to our recent conversation concerning 2655 The Alameda.

My wife and I have been residents of Santa Clara since 1964. In 1978 we moved into our current home at 918 Hilmar Street very close to the proposed development.

For years as ( have taken my walks past the property - or observed it when I shopped at Safeway, I have shuddered at the thought that someday it would be developed into a McDonalds, In-n-Out or some other fast food spot to cater to the students at Santa Clara University (SCU).

I was ove1joyed when I saw the plans for the current proposed development. It not only provides our city with badly needed quality housing, but does so in an area better suited for that type of project than probably any other area in Santa Clara.

There is absolutely minimal h·affic on that portion of our old Alameda and parking should not be a problem because the major users of that intersection are SCU staff and students and the University provides them with ample on campus spaces.

Also, it is far enough away from my home and the homes ofmy neighbors in the University Square area that it should not in any way impact our way of life.

God Bless the developers and the City Staff whom I am sure are solidly behind the project (or at least should be).

Very truly yours,
P.S. I also practiced law in Santa Clara for over 50 years. For a great portion of that time my office was in the Morse Mansion, a Victorian building I owned with Gary Gilmore, my real estate partner and best client. I served on your Chartel· Revision Committee years ago with Austin Warburton and was on the Parks and Recreation Commission for a maximum time under Earl Carmichael. So I think I have a good feeling for what is best for Santa Clara.
4/24/23
City of Santa Clara Planning Division

GUILLERMO POSADA
1441 MARl<ET ST.

SANTA CLARA, CA 95050
Att: Debby Fernandez, Associate Planner
1 SOD Wo1rburto n Ave
Santa Clara, California 95050
RE: 2655 The Alameda Mixed Use Project
PLN22-00448
Dear Debby,

RECEIVED
MAY 02 2023

PLANNING DIVISION
I oppose this project due to it being VERY HIGH DENSITY and TOO high blocl<ing mounting views. Traffic congestion in area is already too congested
Thank you for turning this project down.
.....-G'uillermo
~/?Posada ~
2655 THE ALAMEDA MIXED USE PROJECT

CONDITIONS OF REZONE APPROVAL

GENERAL
G 1. If relocation of an existing public facility becomes necessary due to a conflict with the developer's new improvements, then the cost of said relocation shall be borne by the developer.

G2. Comply with all applicable codes, regulations, ordinances and resolutions.

ATTORNEY'S OFFICE
A 1. The Developer agrees to defend and indemnify and hold City, its officers, agents, employees, officials and representatives free and harmless from and against any and all claims, losses, damages, attorneys' fees, injuries, costs, and liabilities arising from any suit for damages or for equitable or injunctive relief which is filed by a third party against the City by reason of its approval of developer's project.

COMMUNITY DEVELOPMENT

BUILDING DIVISION
B 1. Prior to overall construction permit application, submit to the Santa Clara Building Division, 2 copies of an addressing diagram request, to be prepared by a licensed architect or engineer. The addressing diagram(s) shall include all proposed streets and all building floor plans. The addressing diagram(s) shall conform to Santa Clara City Manager Directive #5; Street Name and Building Number Changes, and Santa Clara Building Division Address Policy For Residential and Commercial Developments. The addressing diagram(s) shall indicate all unit numbers to be based off established streets, not alleys nor access-ways to garages. Allow a minimum of 10 working days for initial staff review. Please note city staff policy that existing site addresses typically are retired.

Provide digital pdf printed from design software, not scanned from printed paper sheet.

B2. The construction permit application drawings submitted to the Santa Clara Building Division shall include a copy of the latest Federal Emergency Management Agency (FEMA) Flood Zone Map: https://msc.fema .qov/portal/home. The project drawings shall indicate how the project complies with the Santa Clara Flood Damage Prevention Code. a. FEMA Flood Zone map designations and requirements are based on the map in effect at date of Building Permit issuance.

B3. The construction permit application drawings submitted to the Santa Clara Building Division shall include Santa Clara Valley Urban Runoff Pollution Prevention Program Low Impact Development (LID) practices http://www.scvurppp-w2k.com/nd wp .shtml.

All projects that disturb more than one acre, or projects that are part of a larger development that in total disturbs more than one acre, shall comply with the Santa Clara Valley Urban Runoff Pollution Prevention Program Best Management Practices (BMP):
http://www.scvurppp-w2k.com/construction bmp.shtml, and shall provide a Storm Water Pollution Prevention Plan (SWPPP) by a certified Qualified SWPPP Developer (QSD).

All site drainage and grading permit applications submitted to the Santa Clara Building Division shall include a city of Santa Clara "C3" data form, available on this web page:
https://www.santaclaraca.gov/our-city/departments-q-z/public-works/environmentalprograms/stormwater-pollution-prevention and will be routed to a contract consultant for review.

B4. No construction code review or analysis is being done at this time. The construction permit application drawings submitted to the Santa Clara Building Division shall include 1 of 19
an overall California Building Code analysis, including; proposed use and occupancy of all spaces (CBC Ch. 3), all building heights and areas (CBC Ch. 5), all proposed types of construction (CBC Ch. 6), all proposed fire and smoke protection features, including all types of all fire rated penetrations proposed (CBC Ch. 7), all proposed interior finishes fire resistance (-CBC Ch. 8), all fire protection systems proposed (CBC Ch. 9), and all means of egress proposed (CBC Ch. 10). Noncombustible exterior wall, floor, and roof finishes are strongly encouraged.
• During construction retaining a single company to install all fire rated penetrations is highly recommended.
• The grade level lobbies shall be minimum 1 hour rated all sides and above. • All stair shafts shall be minimum 1 hour rated.
• All elevator shafts shall be minimum 1 hour rated.
• All trash chute shafts shall be minimum 1 hour rated. • Recommendation: provide a minimum of two trash chutes; one for recyclables, one for trash, each trash chute to be routed down to a grade level trash collection room.
• Any trash rooms shall be minimum 1 hour rated all sides and above.

B5. The overall project construction permit application shall include the geotechnical, architectural, structural, energy, electrical, mechanical, and plumbing drawings and calculations. Prior to the issuance of the overall project construction permit, a conditions of approval review meeting must be held in city hall, which meeting must be attended by the on-site field superintendent(s). The meeting will not be held without the attendance of the on-site field superintendent(s). The on-site grading permit shall be a separate permit application to the Building Division.

B6. Temporary Certificates of Occupancy (TCO) will not be routinely issued and will be considered on a very limited basis only when there is a clear and compelling reason for city staff to consider a TCO. A TCO will be approved only after all applicable City staff have approved in writing; Planning, Public Works./ Engineering, Fire Prevention, Santa Clara Water, Silicon Valley Power, and any other applicable agencies such as the Santa Clara County Health Department, with the Building Division being the final approval of all TCO.'s.

B7. See Title 15 of the Santa Clara City Code for any amendments to the California Building Codes.

BB. This project is subject to the provisions of the City of Santa Clara 2022 Reach Code, effective January 2022 See Ordinance No. 2034 and/or Title 15 of the Santa Clara City Code.
• Chapter 15.36 - Energy Code for "all electric" provisions for new construction. • Chapter 15.38 - Green Building Code for additional Electric Vehicle Charging requirements for new construction.

HOUSING & COMMUNITY SERVICES DIVISION
H1. In accordance with the Santa Clara City Code chapter 17.40, this project is subject to the affordable housing requirements and impact fee for the proposed 39 units residential rental development.

H2. The Applicant shall provide not less than fifteen percent (15%) of the units to affordable households made available at affordable rental prices to extremely low, very low, low and/or moderate-income households as long as the distribution of affordable units averages to a maximum of 100 percent of Area Median Income. Affordable units shall be reasonably dispersed throughout the project and be comparable in design and quality of the market rate units in the project.
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H3. The calculated affordable unit requirement for the proposed project is 5.85 affordable units on site. This is based on the 39 proposed units. The calculation of the affordable housing requirements results in a fractional unit (.85); the Applicant shall either pay an in-lieu fee in an amount of $103,349.24 or provide an additional unit to satisfy the requirement. Please note that the fractional in-lieu fee is an estimate and may change if there are changes to the proposed plans.

H4. Prior to issuance of Building Permits, the Developer shall enter into an Affordable Housing Agreement (AHA) with the City that will determine the affordable rents and apply all terms and covenants guaranteeing the prescribed affordability, to the satisfaction of the Director of Community Development. Satisfaction of the affordable housing obligation shall be memorialized in the AHA and subject to City Council approval. There will be a fee for the AHA preparation in the amount of $5610 that will be due prior to execution of the AHA. Additionally, there is an annual monitoring fee of $122 per affordable unit. Please note all fees are based on the current Municipal Fee Schedule in effect at the time the project is approved and must be paid prior to the issuance of the occupancy certificate for the project.

Please note: if the project is deemed complete on or after 7/1/2023, the following fees will apply as the Municipal Fee Schedule will be updated: fractional in-lieu fee $114,970.04 with AHA preparation fee at $5,868. The updated annual monitoring fee for FY23/24 is $127 per affordable rental unit.

PLANNING DIVISION
P1. Submit plans for final architectural review to the Planning Division for Development Review Hearing approval prior to issuance of building permits. Said plans to include, but not be limited to site plans, floor plans, elevations, landscaping, lighting, signage, and stormwater management plan.

P2. The Developer must provide third party verification of the stormwater management plan for conformance with C3 requirements as part of the architectural submittal.

P3. Submit complete landscape plans, including irrigation plan and composite utility and tree layout overlay plan, for Planning Department review and approval with installation of required landscaping prior to the issuance of occupancy and or final building permits.

Landscape plan to include type and size of proposed trees. Type and size of tree replacement on project site shall be at the direction of the City Arborist and require Planning review and approval. Coordinate with the Street Department and City Arborist for the type, location, installation and maintenance of street trees fronting the project site along the public right-of-way. Installation of root barriers and super-soil may be required with the installation of trees where electric, water, and sewer utilities are in proximity.

P4. The overlay plan is to show the location of all utilities, storm drains, catch basins, sewer mains, joint trenches, building footprints, driveways, walkways, and trees. Trees are required to be 10 feet from public water, storm and sewer facilities unless a City approved Tree Root Barrier (TRB) is used. If a City approved TRB is used the TRB must be a minimum of five feet from the public water, storm and sewer facility with the tree behind the TRB and specified on the plan. Landscaping installation shall meet City water conservation criteria in a manner acceptable to the Director of Community Development.

P5. Prior to the issuance of building permits, pursuant to SJC CLUP policy G-5, an Avigation Easement shall be dedicated to the City of San Jose on behalf of San Jose International Airport.

P6. The project is required to implement one or more design features which would reduce ambient noise levels at the central outdoor courtyard below the City's 55 OBA CNEL.

This could include closing off the open side of the building (i.e. putting up a screen wall 3 of 19
with sealed window on each floor w with a central courtyard or occupiable open space area) or other measures. The design features will be determined during the building permit stage in consultation with City staff and an acoustical professional. Once the design features are determined, the acoustical professional will be required to provide the City a report demonstrating the effectiveness of the measure(s) to meet the City's applicable noise threshold. This report must be reviewed and approved prior to the issuance of building permits.

P7. Obtain required permits and inspections from the Building Official and comply with the conditions thereof. As this project involves land area of one acre or more, the Developer shall file a Notice of Intent (NOi) with the State Water Resources Control Board prior to issuance of any building permit for grading, or construction; a copy of the NOi shall be sent to the City Building Inspection Division. A stormwater pollution prevention plan is also required with the NOi.

PB. The Developer shall submit a truck hauling route for demolition, soil, debris and material removal, and construction to the Director of Community Development for review and approval prior to the issuance of demolition and building permits.

P9. The contractor shall implement the following best management practices throughout project development:
• All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved roads) shall be watered two times per day, except on days when rain occurs.
• Earthmoving or other dust producing activities would be suspended during periods of high winds.
• All haul trucks transporting soil, sand, or other loose material off-site shall be covered.
• Stockpiles of soil or other materials that can be blown by the wind are to be water or covered.
• All visible mud or dirt track-out onto the adjacent public right-of-way shall be removed using wet power vacuum street sweeper at least once per day. The use of dry power sweeping shall be prohibited.
• All vehicle speeds on unpaved roads shall be limited to 15 miles per hour. • All roadways, driveways and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used.
• Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to five minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations). Clear signage shall be provided for construction workers at all access points.
• All construction equipment shall be maintained and properly tuned in accordance with manufacturers specifications. All equipment shall be checked by a certified mechanic ad determined to be running in proper condition prior to operation. • Post a publicly visible sign with the telephone number of the project construction superintendent regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District's phone number shall be visible to ensure compliance with applicable regulations.

P10. Construction activity shall be limited to the hours of 7:00 a.m. to 6:00 p.m. weekdays and 9:00 a.m. to 6:00 p.m. on Saturdays. Construction is not permitted on Sundays and State and federal holidays.
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P11. Applicant shall comply with all the construction and on-going mitigation measures described in the adopted Mitigation Monitoring and Reporting Program to the satisfaction of the Director of Community Development. The Mitigation and Monitoring and Reporting Program shall be included in all construction plan sets.

P12. Additional dust and noise abatement measures may be on the project site at the discretion of the Community Development Director to provide additional sound attenuation and fugitive dust abatement as described in the project Mitigation Monitoring and Reporting Program. This may include additional noise monitoring and installation of a temporary noise control blanket barrier, if necessary, along building facades facing construction sites if conflicts occurred which are irresolvable by proper scheduling.

P13. Minor changes to individual building, landscaping or other minor plan elements would be subject to Planning Division review and approval of a Minor Adjustment to an approved project, or through Development Review Hearing, subject to the discretion of the Director of Community Development.

P14. Project site landscaping shall be maintained in good condition throughout the life of the Project and no trees shall be removed without City review and approval. Trees permitted by the City for removal shall be replaced at a 2: 1 ratio with 24-inch box specimen tree, or equal alternative as approved by the Director of Community Development.

P15. Developer is responsible for collection and pick-up of all trash and debris on-site and adjacent public right-of-way.

P16. Permitted uses within the commercial space of the project shall be consistent with the Community Commercial (CC), Neighborhood Commercial (CN), and General Office (OG), with the exception of auto service uses, landscaping nurseries, mortuaries, lodges or clubs which shall be prohibited.

P18. The Developer is required to prepare, institute, and monitor a Transportation Demand Management (TOM) Plan to reduce vehicle miles travelled by 20 percent of which 1 O percent is achieved through TOM measures. TOM measures are to include but are not limited to providing ongoing transit passes (i.e. annual Eco Pass and/or Clipper Card) for all interested tenants of the rental units at no additional cost to the residents for transit use.

FIRE
• The TOM plan shall be completed by a qualified (as determined by the Director of Community Development) third-party consultant prior to the issuance of an occupancy permit. Said plan shall be reviewed and approved by the Director of Community Development. Each calendar year, an annual review of the TOM plan shall be completed by a qualified third-party consultant, and the third-party consultant shall submit the TOM annual report covering the prior calendar year to the Planning Division for review and approval on or before February 28th of each year, to the satisfaction of the Director of Community Development. The Director of Community Development shall have the authority and discretion to require modification of the TOM measures as a means to achieve the identified overall trip reduction targets.

F1. Prior to Building Permit Issuance, a Phase II environmental assessment is required to be submitted to CRRD for review. If hazards are present that require site mitigation, cleanup, or management of chemical contaminants in soil, soil vapor, or groundwater a separate permit from one of the regulatory agencies below will be required. The type and extent of contamination on site(s) will govern which of the regulatory agencies noted below can supervise the cleanup:
• Department of Toxic Substances Control (DTSC);
• State Water Resources Control Board; or
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• Santa Clara County, Department of Environmental Health.

If the project intends to contract with a State or County Agency for on-site/off-site environmental remediation activities the following documentation shall be provided to the Fire Prevention & Hazardous Materials Division prior to issuance of a Building Permit for demolition or grading: Oversight agency case number; and Oversight mangers contact name, phone number.

F2. Prior to Building Permit Issuance, a Hazardous Materials Inventory Statement is required to be submitted and reviewed.

F3. Prior to Building Permit Issuance, a permit for Construction Safety & Demolition shall be submitted to the fire department for review and approval in compliance with our Construction Safety & Demolition standard.

F4. Prior to Building Permit Issuance, provide documentation from the City of Santa Clara Water & Sewer Department that the minimum required fire-flow can be met. Fire Department fire-flow will be based on the current California Fire Code. The most restrictive departments requirement shall apply.

F5. Prior to Building Permit Issuance, building plans shall show the required number, location and distribution of fire hydrants for the buildings will be based on the current California Fire Code, Appendix C as amended. The required number of fire hydrants will be based on the fire-flow before the reduction for fire sprinklers. Both public and private fire hydrants may be required.

F6. Overhead utility and power lines easements shall not be located over fire apparatus access roads or between the aerial fire apparatus roads and the buildings to avoid the possibility of injury and equipment damage from electrical hazards. The "minimum" width of roadways for aerial apparatus is 26 feet. Ariel access roadways shall be located a minimum of 15 feet and a maximum of 30 feet from the protected building. Trees at full development must not exceed 30' in height and not impair aerials apparatus operations to sweep opposing sides of a building. Other obstructions such as site lighting, bioretention, and architectural features are reviewed case-by-case to ensure they do not obstruct aerial and ground ladder access.

F7. Emergency rescue openings are required in this building and bedrooms shall not be positioned along the south side of the building that does not border public streets.

PARKS & RECREATION
PR1. It is assumed the Project is not a subdivision and the Mitigation Fee Act (MFA) provisions will apply: The project will generate an estimated 94 residents (2.4 persons/household x 39 units). Based on the MFA standard of 2.6 acres/1000 residents, the amount of public parkland required for this Project to mitigate the impact of the new resident demand is approximately 0.24 acres. The equivalent fee due in-lieu of parkland dedication is therefore $1,750,008. Final calculations will depend upon the actual number and type of units and the mix of parkland dedicated and remaining fee due, at the discretion of the City.

PR2. The City will accept a fee in-lieu of parkland dedication for this 39-unit project.

PR3. Dwelling Unit Tax. According to City Code Chapter 3.15, a dwelling unit tax is also due based upon the number of units and additional bedrooms. The Project mix includes 26 one-bedroom units, and 13 two-bedroom units: [$15 x 39 bedrooms)+ ($5 x 13 additional bedrooms)] for a total OUT of $650.

PR4. Calculations may change if the number of units change, if any areas do not conform to the Ordinance and City Code Chapter 17.35, and/or if the fee schedule for new residential development fees due in lieu of parkland dedication changes before this Project is deemed complete by Planning.
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POLICE
PD1. The property should be fenced off during demolition and construction as a safety barrier to the public and deterrent to theft and other crime. Consider not having any screening material on the fence so passing Police Patrol checks will be able to see into the site.

PD2. Address numbers should be a minimum of twelve (12) inches in height for commercial or industrial buildings. Consider illuminated numbers during the hours of darkness, and in a color that is contrasting to the background material. They shall be clearly visible from the street. Where multiple units or buildings occupy the same property, each unit/building address shall be clearly visible. A monument sign, preferably at all entrances to the property, should be prominently displayed showing all unit/building numbers, addresses, etc. A map is recommended for large complexes with multiple streets or walkways.

PD3. In a development where there is an alley, driveway, etc. providing a rear entrance or access, the address shall be displayed to both the front and rear of the individual buildings. Where an alley, driveway, etc. provided vehicular access, address numbers shall be clearly visible from that access.

PD4. Residences with rear alley entrance doors shall be numbered with the same address numbers or suite numbers as the front doors. Numbers that are a minimum height of 4" are recommended.

PD5. There shall be positioned near the entrance an illustrative diagram of the complex, which shows the location of the viewer and unit designations within the complex, including separate building designations. This diagram shall be illuminated and should be protected by vandal and weather resistant covers.

PD6. Each distinct unit within the building shall have its address displayed on or directly above both front and rear doors.

PD?. When there is an alley or driveway to the rear of the residential, business or commercial establishment that provides pedestrian or vehicle access, that area should be fenced and locked after hours. A 'Knox Box' or key coded system shall be used for police and fire emergency access.

PDB. Landscaping should follow the National Institute of Crime Prevention standards. That standard describes bushes/shrubs not exceeding 2' in height at maturity, or maintained at that height, and the canopies of trees should not be lower than 6' in height. Crime deterrent vegetation is encouraged along the fence and property lines and under vulnerable windows.

PD9. Lighting for the project to be at the IES (Illuminating Engineering Society of North America) standards and include the features listed below:
• white light source, pedestrian scale, full cut-off or shoebox design, unbreakable exterior tamperproof housings, wall mounted lights/10' high. These features increase natural surveillance, support and/or enhance security camera capabilities, and increase Police Patrol effectiveness.

PD10. Any required enclosure fencing (trash area, utility equipment, etc.) would preferably be see-thru. If for aesthetic reasons prohibit that, the fencing should have a six (6) inch opening along the bottom for clear visibility. Any gates or access doors to these enclosures should be locked.

PD11. If the project includes any benches, these benches should not be longer than 5 feet in length and should have arm rests at both ends. If the benches are longer than 5 feet in length, there should be a divider (arm rest or similar) in the middle of the bench in addition to the arm rests on both ends. This helps prevent unlawful lodging and/or skateboarding. Another option to benches could be cubes, knee walls, or other creative types of seating possibilities.
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PD12. The developer should install skate stoppers on any low clearance wall of 36 inches in height or lower to prevent vandalism/damage to the wall from skateboarding or similar activities. If there is outdoor seating associated with a restaurant or similar business which is near vehicle parking stalls, the outdoor space will be designed to ensure the safety of the public from possible vehicular related incidents.

PD13. All exterior doors should be adequately illuminated at all hours with their own light source.

PD14. All construction of dwelling units shall conform to the requirements of the Uniform Building Security Code as adopted by the City of Santa Clara City Council.

PD15. All elevators should be well lit and equipped with a security mirror to provide interior and exterior visibility prior to entry or exit.

PD16. Consider convex mirrors for elevator cabs and at stairwell landings in order to enhance natural surveillance for the user of the elevator or stairs. It is highly desirable to design an elevator shaft and cab to be transparent, making occupants of the cab visible from the outside. All elevators should be well lit and equipped with a security mirror to provide interior & exterior visibility prior to entry or exit.

PD17. Other line of sight obstructions (including recessed doorways, alcoves, etc.) should be avoided on building exterior walls and interior hallways.

PD18. The installation and use of interior and exterior security cameras and recording devices is highly encouraged.

PD19. The parking structure/site should be equipped with a centrally located emergency panic alarm system that reports to a central office. If more than one button/call station is installed, the emergency system should always be in visual distance from another emergency call station. There should not be more than 300 feet separating each call station, which is the current industry standard.

PD 20. Exterior stairs shall be open style whenever structurally possible. The stairs should be well lit.

PD21. "White" light meeting the IES standard should be considered. There should be no "dark" areas inside the structure.

PD22. The interior of the parking structure should be painted a light, highly reflective color. This increases the natural lighting available and can help prevent dark areas that attract criminal activity.

PD23. All entrances to the parking areas (structure, surface, subterranean, etc.) shall be posted with appropriate signage to discourage trespassing, unauthorized parking, etc. (See California Vehicle Code section 22658(a) for guidance) PD24. Alcoves and other visual obstructions that might constitute a hiding place should be eliminated whenever structurally possible. Pillars, columns, and other open construction should be considered over a solid wall design.

PD25. Consider storage, maintenance, and trash rooms within the parking garage having doors which cannot be locked from the inside and that close and lock quickly and automatically upon exit.

PD26. A Coded Entry System is required for police access to enclosed parking lots and gated communities. This can be accomplished with a coded keypad system or the Police Department Knox Box key system. We understand security is a prime concern for the tenants of the project, which necessitates some sort of secure building and admittance process. By having either of these secure access systems for law enforcement, it will allow us to better respond to emergency situations should they arise in the development.

Examples of these systems can be reviewed at the following projects: 2585 El Camino Real (Coded keypad access) and 3555 Monroe Street (Knox box key access).

PD 27. Public Safety Radio Systems Penetration Guidelines have been established by the City of Santa Clara Communications Department for radio signal penetration during 8 of 19
emergencies. The developer is advised that the project may be required to install equipment for adequate radio coverage for the City of Santa Clara Radio communications System, including but not limited to Police & Fire emergency services.

The developer should contact the director of communications at (408) 615-5591 (for high rises).

PD 28. When in the opinion of the fire code official, a new structure obstructs the line of sight of emergency radio communications to existing buildings or to any other locations, the developer of the structure shall provide and install the radio retransmission equipment necessary to restore communications capabilities. The equipment shall be located in an approved space or area within the new structure.

PD29. Applicant shall contact the Santa Clara Police Department 'Permits" unit (408-615-4868) for regulated activity special licensing requirements.

PD30. Applicant shall contact the Santa Clara Police Department 'Intelligence" unit (408-615- 4849) for entertainment permit requirements.

PD31. All business or commercial establishments, of whatever nature, should have a comprehensive internal security plan, tailored to the specific use. This should include, but not limited to, employee security during working hours, after hours security, disaster preparation, etc. For retail uses, especially where there is cash on hand, robbery and cash security protocols should be established. Applicants are encouraged to contact the Santa Clara Police Department's Community Services Unit (408-615-4859) for assistance.

PD32. A Coded Entry System is required for police access to enclosed parking lots and gated communities. This can be accomplished with a coded keypad system or the Police Department Knox Box key system. We understand security is a prime concern for the tenants of the project, which necessitates some sort of secure building and admittance process. By having either of these secure access systems for law enforcement, it will allow us to better respond to emergency situations should they arise in the development.

Examples of these systems can be reviewed at the following projects: 2585 El Camino Real (Coded keypad access) and 3555 Monroe Street (Knox box key access) ****KNOX Box/Coded keypad per building, gated parking garages, pool area etc ...

PD33. The developer shall meet the City of Santa Clara's guidelines established for radio signal penetration, detailed in the Communications Department's Public Safety Radio System Building Penetration Guidelines. The intended use of telecommunications sites shall be clearly and accurately stated in the use permit. The signal, of whatever nature, of any communications facility or system, shall in no way whatsoever interfere with or affect any police communication or police communication system.

PD34. Public Safety Radio Systems Penetration Guidelines have been established by the city of Santa Clara Communications Department for radio signal penetration during emergencies. The developer is advised that the project may be required to install equipment for adequate radio coverage for the City of Santa Clara Radio communications System, including but not limited to Police & Fire emergency services.

The developer should contact the director of communications at (408) 615-5571. (for high rises)
PD35 Applicant shall install signage to prevent theft from vehicles in the parking lots. In addition, the use of quality lighting, installation of high-quality video cameras/recorders, and license plate readers are highly encouraged to prevent thefts from vehicles.

PUBLIC WORKS

ENGINEERING
E1. Obtain site clearance through Public Works Department prior to issuance of Building Permit. Site clearance will require payment of applicable development fees. Other 9 of 19
requirements may be identified for compliance during the site clearance process.

Contact Public Works Department at (408) 615-3000 for further information.

E2. All work within the public right-of-way and/or public easement, which is to be performed by the Developer/Owner, the general contractor, and all subcontractors shall be submitted within a Single Encroachment Permit to be reviewed and issued by the City Public Works Department. Issuance of the Encroachment Permit and payment of all appropriate fees shall be completed prior to commencement of work, and all work under the permit shall be completed prior to issuance of occupancy permit.

E3. Submit public improvement/encroachment permit plans prepared in accordance with City Public Works Department procedures which provide for the installation of public improvements directly to the Public Works Department. Plans shall be prepared by a Registered Civil Engineer and approved by the City Engineer prior to approval and recordation of final map and/or issuance of building permits.

E4. All work within State right-of-way shall require a State encroachment permit.

ES. Existing non-standard or non-ADA compliant frontage improvements shall be replaced with current City standard frontage improvements as directed by the City Engineer or his designee.

E6. Damaged curb, gutter, and sidewalk within the public right-of-way along property's frontage shall be repaired or replaced (to the nearest score mark) in a manner acceptable to the City Engineer or his designee. The extents of said repair or replacement within the property frontage shall be at the discretion of the City Engineer or his designee.

E?. The sanitary sewer (SS) discharge information (i.e., building use, square footage, point of connection to the public system, and 24-hour average and peak SS flow graphs for the peak day, showing average daily and peak daily SS flows) submitted by the developer was analyzed and determined that there should be enough SS conveyance capacity to accommodate the proposed development without adding it to the City's Sanitary Sewer Hydraulic Model (SSHM).

E8. Developer shall provide a complete storm drain study for the 10-year and 100-year storm events. The grading plans shall include the overland release for the 100-year storm event and any localized flooding areas. System improvements, if needed, will be at developer's expense.

E9. All storm drain mains and laterals, sanitary sewer mains and laterals shall be outside the drip line of mature trees or 1 O' clear of the tree trunk whichever is greater.

E10. Provide root barriers when the drip line of the mature trees covers the sidewalk. Root barriers for sidewalk protection shall be 16' long or extend to drip line of the mature tree, whichever is greater, and be 1.5' deep, and centered on trees. Root barriers for curb and gutter protection shall be 16' long or extend to drip line of the mature tree, whichever is greater, and be 2' deep, and centered on trees
E11. 6" sanitary sewer laterals shall be connected by "Tap-Tite" connections to City sanitary sewer main a minimum 5' downstream from existing manholes with property line cleanout.

E12. Storm drain lateral shall be 12" minimum with property line cleanout and lateral shall connect to existing storm drain catch basin.

E13. Dedicate required on-site easements for any new public utilities, and/or emergency vehicle access by means of subdivision map or approved instrument at time of development.

E14. Dedicate sidewalk easements along the project frontage where public sidewalks extend into private property. Sidewalk easements are to be 1' behind proposed back of walk where there is landscaping behind sidewalk. Sidewalk easement where hardscape is 10 of 19
behind sidewalk is to be at back-of-walk. Cold joint is required between public sidewalk and private hardscape.

E15. Developer shall continue to maintain existing monitoring well agreements.

E16. The Alameda, including the intersection of Bellomy Street and Park Avenue, will be treated with 4" grind and overlay for the 2022 pavement program. Per the City pavement moratorium (Ordinance No. 1998), no pavement cuts are permitted until after 12/31/2027. Refer to https://www.santaclaraca.gov/our-city/departments-g-z/publicworks/maintenance-operations/street-maintenance/pavement-preservation-ordinance for more information.

E17. Entire width of Park Avenue along the project frontage shall be 2" grind and overlay with dig-outs.

E18. Design and construct any mitigation measures or requirements in accordance with the mitigations stated in the project traffic analysis or EIR.

E19. Traffic improvements must comply with the City of Santa Clara Standard Specifications for Public Works Construction
E20. Non-residential Class I bicycle parking spaces shall be 5% of tenant vehicle parking and Class II spaces shall be 5% of visitor vehicle parking per 2019 California Building Code

5.106.4.

E21. Residential bicycle parking shall be one Class I space per dwelling unit and one Class II space per 20 dwelling units per VTA Bicycle Technical Guidelines (Feb 2022).

E22. Class I and Class II bicycle parking, as defined in SCMC 18.74.075, shall be conveniently accessible from the street, within 200 feet of a building entrance and/or highly visible areas.

E23. Landscape improvements within 1 O feet of a driveway must be less than 3 feet or greater than 1 O feet per City Standard Detail TR-9.

E24. All on-site structures must be clear of Driveway and Corner Visibility Clearance Areas per City Standard Detail TR-9.

E25. Design and construct driveway in accordance with City Standard Detail ST-8.

E26. On-street parking shall be prohibited a minimum of 20 feet on both sides of driveway openings.

E27. The following modifications at the Park Avenue/The Alameda and Bellomy Street intersection are required to accommodate the proposed project:
• At project frontage corner, construct one curb ramp in accordance with Caltrans Std Plan A88A, Case A [Pedestrian Master Plan Policy 2.A.8: Prioritize improvements that improve connectivity and remove physical barriers to walking at road crossings] • At the project corner, modify traffic signal by replacing existing Type 1 pole with Type 15TS pole with luminaire aligned with crosswalk across Park Avenue. [Pedestrian Master Plan Policy 2.C.3: Continue to follow City lighting standard for roadways, sidewalks, and pedestrian crossings].
• Replace existing pedestrian signals with countdown pedestrian signals across Park Avenue and Bellomy Street. [Pedestrian Master Plan Policy 2.A.1: Continue to optimize crossing times for pedestrians, including pedestrians with mobility impairments, at signalized crossings. Enhance existing signals with pedestrian countdown timers where not present.]
E28. The project shall provide a fair share contribution for the following improvements at the Park Avenue/The Alameda and Bellomy Street intersection:
• Relocate existing crosswalk across The Alameda to be perpendicular with the roadway. This modification will require new curb ramps, modification of the median island on The Alameda, and new traffic signal pole with pedestrian push button and equipment. [Pedestrian Master Plan Policy 2.A.4: Where feasible, shorten crossing distances using complete streets strategies. Specific treatments will vary by each 11 of 19
location and should be determined with engineering and planning judgment/best practices].

E31. Trash staging shall not be located within driveway vision triangles. Trash collection vehicles shall not block sidewalk or back into sidewalk during trash collection activities.

E32. All on-site structures (including parked vehicles) must be clear of Driveway and Corner Visibility Clearance Areas per City Standard Detail TR-9.

E33. Structures in corner wood deck area shall comply with Driveway and Corner Visibility Clearance Areas per City Standard Detail TR-9.

E34. New curb ramps shall be directional and aligned perpendicular to crossing street.

STREETS DIVISION
Right of Way Landscape
L 1. Include City of Santa Clara Tree Preservation/City Arborist specifications on all improvement plans.

Ll2. No cutting or removal of any part of public right of way trees, including roots, shall be done without securing prior approval of the City Arborist. Tree trimming/removal shall be done in accordance to the City of Santa Clara Tree Preservation/City Arborist specifications and with direct supervision of a certified arborist (Certification of International Society of Arboriculture).

L3. Identified existing mature trees to be maintained. Prepare a tree protection plans for review and approval by the City prior to any demolition, grading or other earthwork in the vicinity of existing trees on the site.

SOLID WASTE
SW1. The applicant shall complete and provide the Post-Construction Solid Waste Generation Estimation and Collection Form, which includes the estimation of trash and recycling materials generated from the project. Use the City's Solid Waste Guidelines for New and Redevelopment Projects as specified by the development type. Contact the Public Works Department at [email protected] or (408) 615-3080 for more information.

SW2. The applicant shall provide a site plan showing all proposed locations of solid waste containers, chutes, compactors, trash enclosures and trash staging areas. The site plan shall show the route or access for trash and recycling collectors (trucks) including vertical clearance, turning radius and street/alley widths. All plans shall comply with the City's Solid Waste Guidelines.

SW3. For projects that involve construction, demolition or renovation of 5,000 square feet or more, the applicant shall comply with City Code Section 8.25.285 and recycle or divert at least sixty five percent (65%) of materials generated for discard by the project during demolition and construction activities. No building, demolition, or site development permit shall be issued unless and until applicant has submitted a construction and demolition debris materials check-off list. Applicant shall create a Waste Management Plan and submit, for approval, a Construction and Demolition Debris Recycling Report through the City's online tracking tool at http://santaclara.wastetracking.com/.

SW4. Prior to obtaining a Temporary or Final Certificate of Occupancy, individual weight tickets for all materials generated for discard or reuse by the project during demolition and construction activities shall be uploaded to Green Halo and submitted for review and approval by Environmental Services. At a minimum two (2) weeks review time is required.

SW5. This project is subject to the City's Accumulation, Transportation and Disposal of Solid Waste Ordinance (Chapter 8.25 of the Municipal Codes), which requires the handling and disposal of waste by authorized service haulers. Insert the General Notes for the 12 of 19
Construction & Demolition (C&D) Waste Management into construction plans in accordance with the City's municipal codes prior to the issuance of a Building or Grading permit. Provide the Green Halo waste online tracking number to Building staff prior to the issuance of a demolition or building permit.

SW6. This property falls within the City's exclusive franchise hauling area. The applicant is required to use the City's exclusive franchise hauler and rate structure for any hired debris boxes. Prior to the issuance of a Public Works clearance, the project applicant shall complete and sign the Construction and Demolition (C&D) / Waste Management Rules and Regulations Form.

SW?. All refuse from all residential, commercial, industrial and institutional properties within the city shall be collected at least once a week, unless otherwise approved in writing (SCCC

8.25.120). Garbage service level required for residential developments (single-family and multi-family) as well as motels and hotels shall be no less than twenty (20) gallons per unit. All project shall submit to the Public Works Department the preliminary refuse service level assessment for approval.

STORMWATER
ST1. Prior to City's issuance of Building or Grading Permits, the applicant shall develop a Final Stormwater Management Plan, update the C.3 Data Form, the Special Project Narratives and Worksheet (as appropriate), and an Erosion and Sediment Control Plan.

ST2. The Final Stormwater Management Plan and all associated calculations shall be reviewed and certified by a qualified 3rd party consultant from the SCVURPPP List of Qualified Consultants, and a 3rd party review letter shall be submitted with the Plan.

ST3. For project that disturbs a land area of one acre or more, the applicant shall provide a copy of the Notice of Intent (NOi) with WDID number for coverage under the State Construction General Permit. Active projects with NOi will be inspected by the City once per month during the wet season (October - April).

ST4. The applicant shall incorporate Best Management Practices (BMPs) into construction plans and incorporate post-construction water runoff measures into project plans. Include the SCVURPPP Countywide Construction BMPs Plan Sheet with the plans.

ST5. Include the C.3 Treatment Facilities Construction Notes on the Improvement Plans and/or Stormwater Control Plans.

ST6. During the construction phase, all stormwater control measures shall be inspected for conformance to approved plans by a qualified 3rd party consultant from the SCVURPPP List of Qualified Consultants, and a 3rd party concurrence letter on the C.3 facilities construction shall be submitted to the Public Works Department. The City reserves the right to review the 3rd party inspection reports on the C.3 stormwater facilities installation.

ST?. Applicant shall install biotreatment soil media that meets the minimum specifications as set forth in the SCVURPPP C.3 Stormwater Handbook. If percolation rate test of the biotreatment soil mix is not performed on-site, a certification letter from the supplier verifying that the soil meets the specified mix (the date of such document shall not be older than 3 months).

ST8. As-Built drawing shall be submitted to the Public Works Department. Include C.3 Stormwater Treatment Facilities Construction general notes on the improvement plans.

ST9. Permeable Pavement, Media Filter vaults, Interceptor Trees and Trash Full Capture Devices shall be inspected by a third-party reviewer and/or manufacturer representative for conformance with the details and specifications. If necessary, percolation test shall be performed to ensure proper installation. A map displaying the number, location and details of full trash capture devices shall be prepared as an attachment to the Operations and Maintenance (O&M) Agreement with the City.
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ST10. Stormwater treatment facilities must be designed, installed, and maintained to achieve the site design measures throughout their life in accordance to the SCVRUPPP C.3 Stormwater Handbook (Chapter 6 and Appendix C).

ST11. The property owner shall enter into an Operation and Maintenance (O&M) Agreement with the City for all installed stormwater treatment measures and full trash capture devices in perpetuity. Applicants should contact Public Works Dept. - Environmental Services at (408) 615-3080 or [email protected] for assistance completing the Agreement. For more information and to download the most recent version of the O&M Agreement, visit the City's stormwater resources website at http://santaclaraca.gov/stormwater. Inspection of permeable pavement, media filter vaults and full trash capture devices is to be done annually by December 31 of each year.

ST12. Any site design measures used to reduce the size of stormwater treatment measures shall not be installed for the project without the written approval from the City, installing the corresponding resizing of other stormwater treatment measures and an amendment of the property's O&M Agreement.

ST13. For single-family homes and other small projects that create and/or replace 2,500 - 10,000 square feet of impervious surface area, the applicant shall implement at least one of the following site design measures:
a. Direction of roof runoff into cisterns or rain barrels b. Direction of roof, sidewalk, walkway, patio, driveway, or parking lot runoff onto vegetated areas
c. Construction of sidewalks, walkways, patios, bike lanes, driveways, and parking lots with permeable surfaces
Plans shall specify which site design measures are selected for the project and show the direction of flow from impervious surfaces to the selected site design measures. All measures shall meet the design criteria in the 2016 C.3. Stormwater Handbook, Appendix K: Standard Specifications for Lot-Scale Measures for Small Projects.

ST14. Developer shall install an appropriate stormwater pollution prevention message such as "No Dumping - Flows to Bay" on any storm drains located on private property.

ST15. Interior floor drains shall be plumbed to the sanitary sewer system and not connected to the City's storm drain system.

ST16. Floor drains within trash enclosures shall be plumbed to the sanitary sewer system and not connected to the City's storm drain system.

ST17. All outdoor equipment and materials storage areas shall be covered and/or bermed, or otherwise designed to limit the potential for runoff to contact pollutants.

ST18. Decorative and recreational water features such as fountains, pools, and ponds shall be designed and constructed to drain to the sanitary sewer system only.

ST19. The use of architectural copper is discouraged. If such material is used, all wastewater generated by the installation, cleaning, treating, or washing of the surface of copper architectural features, including copper roofs, shall not be discharged to the City's storm drain system.

SILICON VALLEY POWER
SVP1 All Streetlights, Secondary and Fiber systems to be designed during detailed design.

SVP2. Overhead streetlight wiring to be undergrounded. New streetlight foundations will be required along project frontage.

SVP3. Prior to submitting any project for Electric Department review, applicant shall provide a site plan showing all existing utilities, structures, easements and trees. Applicant shall also include a "Load Survey" form showing all current and proposed electric loads. A new customer with a load of 500KVA or greater or 100 residential units will have to fill 14 of 19
out a "Service Investigation Form" and submit this form to the Electric Planning Department for review by the Electric Planning Engineer. Silicon Valley Power (SVP) will do exact design of required substructures after plans are submitted for building permits.

SVP4. The Developer shall provide and install electric facilities per Santa Clara City Code chapter 17.15.210.

SVP5. Electric service shall be underground. See Electric Department Rules and Regulations for available services.

SVP6. Installation of underground facilities shall be in accordance with City of Santa Clara Electric Department standard UG-1000, latest version, and Santa Clara City Code chapter 17.15.050.

SVP7. Underground service entrance conduits and conductors shall be "privately" owned, maintained, and installed per City Building Inspection Division Codes. Electric meters and main disconnects shall be installed per SVP Standard MS-G7, Rev. 2.

SVP8. The developer shall grant to the City, without cost, all easements and/or right of way necessary for serving the property of the developer and for the installation of utilities (Santa Clara City Code chapter 17 .15.110).

SVP9. If the "legal description" (not "marketing description") of the units is condominium or apartment, then all electric meters and services disconnects shall be grouped at one location, outside of the building or in a utility room accessible directly from the outside. If they are townhomes or single-family residences, then each unit shall have its own meter, located on the structure. A double hasp locking arrangement shall be provided on the main switchboard door(s). Utility room door(s) shall have a double hasp locking arrangement or a lock box shall be provided. Utility room door(s) shall not be alarmed.

SVP10. If transformer pads are required, City Electric Department requires an area of 17' x 16'- 2", which is clear of all utilities, trees, walls, etc. This area includes a 5'-0" area away from the actual transformer pad. This area in front of the transformer may be reduced from a 8'-0" apron to a 3'-0", providing the apron is back of a 5'-0" minimum wide sidewalk. Transformer pad must be a minimum of 10'-0 from all doors and windows, and shall be located next to a level, drivable area that will support a large crane or truck.

SVP11. All trees, existing and proposed, shall be a minimum of five (5) feet from any existing or proposed Electric Department facilities. Existing trees in conflict will have to be removed. Trees shall not be planted in PU E's or electric easements.

SVP12. Any relocation of existing electric facilities shall be at Developer's expense.

SVP13. Electric Load Increase fees may be applicable.

SVP14. The developer shall provide the City, in accordance with current City standards and specifications, all trenching, backfill, resurfacing, landscaping, conduit, junction boxes, vaults, street light foundations, equipment pads and subsurface housings required for power distribution, street lighting, and signal communication systems, as required by the City in the development of frontage and on-site property. Upon completion of improvements satisfactory to the City, the City shall accept the work. Developer shall further install at his cost the service facilities, consisting of service wires, cables, conductors, and associated equipment necessary to connect a customer to the electrical supply system of and by the City. After completion of the facilities installed by developer, the City shall furnish and install all cable, switches, street lighting poles, luminaries, transformers, meters, and other equipment that it deems necessary for the betterment of the system (Santa Clara City Code chapter 17 .15.21 0 (2) ).

SVP15. Electrical improvements (including underground electrical conduits along frontage of properties) may be required if any single non-residential private improvement valued at $200,000 or more or any series of non-residential private improvements made within a three-year period valued at $200,000 or more (Santa Clara City Code Title 17 Appendix A (Table Ill)).
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SVP16. Non-Utility Generator equipment shall not operate in parallel with the electric utility, unless approved and reviewed by the Electric Engineering Division. All switching operations shall be "Open-Transition-Mode", unless specifically authorized by SVP Electric Engineering Division. A Generating Facility Interconnection Application must be submitted with building permit plans. Review process may take several months depending on size and type of generator. No interconnection of a generation facility with SVP is allowed without written authorization from SVP Electric Engineering Division.

SVP17. Encroachment permits will not be signed off by SVP until Developers Work substructure construction drawing has been completed.

SVP18. All SVP-owned equipment is to be covered by an Underground Electric Easement (UGEE) This is different than a PUE. Only publically-owned dry utilities can be in a UGEE. Other facilities can be in a joint trench configuration with SVP, separated by a 1' clearance, providing that they are constructed simultaneously with SVP facilities. See UG 1000 for details.

SVP19. Proper clearance must be maintained from all SVP facilities, including a 5' clearance from the outer wall of all conduits. This is in addition to any UGEE specified for the facilities. Contact SVP before making assumptions on any clearances for electric facilities.

SVP20. Transformers and Switch devices can only be located outdoors. These devices MAY be placed 5' from an outside building wall, provided that the building wall in that area meets specific requirements. (See UG 1000 document for specifics) Example: If there are any doors, windows, vents, overhangs or other wall openings within 5' of the transformer, on either side, then the transformer MUST be 1 O' or more away from the building. These clearances are to be assumed to be clear horizontally 5' in either direction and vertically to the sky.

SVP21. All existing SVP facilities, onsite or offsite, are to remain unless specifically addressed by SVP personnel by separate document. It is the Developers responsibility to maintain all clearances from equipment and easements. Developer to contact SVP outside of the Project Clearance Committee process for clear definitions of these clearance requirements. Developer should not assume that SVP will be removing any existing facilities without detailed design drawings from SVP indicating potential removals.

Simply indicating that SVP facilities are to be removed or relocated on conceptual plans does not imply that this action has been approved by SVP.

SVP22. SVP does not utilize any sub-surface (below grade) devices in its system. This includes transformers, switches, etc.

SVP233. All interior meter rooms at ground level are to have direct, outside access through only ONE door. Interior electric rooms must be enclosed in a dedicated electric room and cannot be in an open warehouse or office space.

SVP24. High Rise Metering and Multi-Floor Infrastructure Requirements a. Refer to UG0250 - High Density Residential Metering Requirements b. Refer to FO-1901 - Fiber Optic Splicing and Testing Methods SVP25. In the case of podium-style construction, all SVP facilities and conduit systems must be located on solid ground (aka "real dirt") and cannot be supported on parking garage ceilings or placed on top of structures.

SVP26. Applicant is advised to contact SVP (CSC Electric Department) to obtain specific design and utility requirements that are required for building permit review/approval submittal. Please provide a site plan to Leonard Buttitta at 408-615-6620 to facilitate plan review.

SVP27. In events where electric load demand exceeds 2MVA or service size exceeds 4000 Amps at 480V for a building, the Customer shall take service at 12KV. If electric load for a single metered location service exceeds 4.5MVA, additional 12KV service(s) may be 16 of 19
provided. All 12KV utility connection points terminate at the Customer Switchgear.

UGEE easement up to the Customer Switchgear is required, along with an 18' drivable space. 1 O' working clearance is required in front of and behind the switchgear. 5' working clearance is required on the sides of the switchgear (with no panels). Customer 12KV Switchgear must be located outdoors on "real dirt" unless otherwise agreed upon with SVP. SVP owns and maintains the cable/conduit up to the customer switchgear.

SVP28. In events where electric service is provided at 120/208V or 277/480V the utility connection point is at the secondary compartment of SVP transformers. Customer owns and maintains the cable and conduits up to the SVP transformers.

SVP29. No cross-parcel distribution is allowed. SVP service points must be within the parcels that they serve.

WATER & SEWER
W1. Development Impact Analysis: A Development Impact Analysis request has been submitted for the project and the impacts are currently being analyzed. If there is a deficiency in the existing potable water distribution or storage infrastructure, the developer will be required to upgrade the potable water system as determined and approved by the City. The required potable water system upgrades will be at developer's expense. The evaluation may change based on pending development applications and future projects. The potable water hydraulic analysis does not guarantee or in any way reserves or holds distribution capacity until developer has Final Approval for the project.

W2. Recycled Water Ready: All on-site plumbing for non-domestic water uses (e.g. irrigation, industrial processes, cooling, etc.) shall be designed for recycled water use and shall comply with all Recycled Water regulations.

W3. Potable Water Main: The applicant may be required to upsize and potentially relocate the existing water mains on The Alameda, Park Avenue and Bellomy Street. The water main replacement shall begin and end at a valve connection and shall extend, at a minimum, the entire length of the property's frontage or as determined by the Development Impact Analysis.

W4. Encroachment Permit: Prior to issuance of Building Permits, the applicant shall submit an encroachment permit application and design plans for construction of water utilities that comply with the latest edition of the Water & Sewer Utilities Water Service and Use Rules and Regulations, Water System Notes, and Water Standard Details and Specifications. In addition, prior to the City's issuance of Occupancy, the applicant shall construct all public water utilities per the approved plans. The Water & Sewer Utilities will inspect all public water utility installations and all other improvements encroaching public water utilities.

W5. Utility Design Plans: Utility Design Plans shall indicate the pipe material and the size of existing water, recycled water and sewer main(s). The plans shall show the nearest existing fire hydrant and the two nearest existing water main line gate valves near the project area. The plans shall show meter and backflow configurations to scale and per City of Santa Clara Water & Sewer Utilities Standard Details. Note that all new water meters and backflow prevention devices shall be located behind the sidewalk in a landscape area. Fire hydrants should be located two feet behind monolithic sidewalk if sidewalk is present; two feet behind face of curb if no sidewalk is present, per City Standard Detail 18. The plans shall provide the profile section details for utilities crossing water, sewer, or recycled water mains to ensure a 12" minimum vertical clearance is maintained.

W6. Utility Separations: Applicant shall adhere to and provide a note indicating that all horizontal and vertical clearances comply with State and local regulations. The applicant 17 of 19
shall maintain a minimum 12" of vertical clearance at water service crossing with other utilities, and all required minimum horizontal clearances from water services: 1 O' from sanitary sewer utilities, 1 O' from recycled water utilities, 8' from storm drain utilities, 5' from fire and other water utilities, 3' from abandoned water services, 5' from gas and electric utilities, and 5' from the edge of the propose or existing driveway. For sanitary sewer, water, and recycled water utilities, the applicant shall maintain a minimum horizontal clearance of 1 O' from existing and proposed trees. If applicant installs tree root barriers, clearance from tree reduces to 5' ( clearance must be from the edge of tree root barrier to edge of water facilities). No structures (fencing, foundation, biofiltration swales, etc.) allowed over sanitary sewer, potable water and/or recycled water utilities and easements.

W7. Separate Services: Applicant shall submit plans showing proposed water, recycled water, sanitary sewer, and fire services connected to a public main in the public right-ofway to the satisfaction of the Director of Water & Sewer Utilities. Different types of water and recycled water use (domestic, irrigation, fire) shall be served by separate water services, each separately tapped at the water main. Tapping on existing fire service line(s) is prohibited. Approved backflow prevention device(s) are required on all potable water services.

W8. City Standard Meters and Backflows: All proposed meters and backflows for all water services shall meet the current City of Santa Clara Water & Sewer Utilities Standard Details. Plans shall show meter and backflow configurations to scale.

W9. Existing Services: The applicant must indicate the disposition of all existing water and sewer services and mains on the plans. If the existing services will not be used, then the applicant shall properly abandon these services to the main per Water & Sewer Utilities standards and install a new service to accommodate the water needs of the project. The applicant shall bear the cost of any relocation or abandonment of existing Water Department facilities required for project construction to the satisfaction of the Director of Water and Sewer Utilities.

W10. On-Site Storm Drain Treatment: Prior to issuance of Building Permit, the applicant shall submit plans showing any on-site storm water treatment system. The plan shall include a section detail of the treatment system. No water, sewer, or recycled water facilities shall be located within 5-feet of any storm water treatment system.

W11. Water Usage: Prior to the issuance of Building Permits, the applicant shall provide documentation of water usage so the Water Division can verify the appropriate size of all proposed water meters. Please note that if the existing water services are incapable of supplying the water needs to the site, the existing services shall be abandoned, and new separate dedicated water services shall be provided for each use (domestic and irrigation).

W12. Landscaping: All the landscaping for the project shall comply with the California Water Conservation in Landscaping Act, Government Code Section 65591 et. seq. All plants shall be California native, non-invasive, low water-using or moderate water-using. High water-using plants and nonfunctional turf are prohibited.

W13. Prior to issuance of Building Permits, the applicant shall submit plan details for all water features (including but not limited to fountains and ponds) designed to include provisions for operating the system without City potable water supply and capable of being physically disconnected from source of potable water supply during City declared water conservation periods, to the satisfaction of the Director of the Water & Sewer Utilities. Decorative water features may be permanently connected to the City's recycled water supply.

W14. Easements: Prior to City's issuance of Building or Grading Permits, the applicant shall provide a dedicated water utility easement around the backflow prevention device onsite. 18 of 19
The water utility easement for the water services and all other public water appurtenances shall be a minimum 15 feet wide and be adjacent to the public right-ofway without overlapping any public utility easement. Additionally, the applicant shall submit plans defining existing easements so Water Division can verify if there are any conflicts with proposed easements and water utilities.

W15. Underground Fire Permit: Prior to issuance of Building Permits, applicant shall submit an underground fire permit unless otherwise waived by the Fire Department. If fire flow information is needed, applicant shall coordinate with Water and Sewer Utilities Department, for fire flow information at (408)615-2000. A dedicated fire service line, with an approved backflow prevention device, shall be used for on-site fire hydrants. Fire service lines required for commercial and industrial use shall be sized appropriately per fire flow demand and code requirements.

W16. Record Drawings: Upon completion of construction and prior to the City's issuance of a Certificate of Occupancy, the applicant shall provide "as-built" drawings of the public water utility infrastructure prepared by a registered civil engineer to the satisfaction of the Director of Water & Sewer Utilities Department.

W17. Water Shortage Response Actions: Pursuant to the City of Santa Clara's Urban Water Management Plan, during times of drought or water shortage, the City implements water shortage response actions in accordance with the level of water shortage declared. All construction activities and all new irrigation connections are subject to the Water Shortage Response Actions in effect at the time of construction and connection of the irrigation service.
• Water Shortage Response Actions for Stage 2 and higher include water use restrictions that limit the use of potable water such as:
a. prohibiting the installation of new potable water irrigation services. new irrigation connections, construction, and dust control. b. restrict the use of potable water used for construction and dust control if recycled water is available.
• This project is subject to all the requirements and restrictions of the Water Shortage Response Actions in place or adopted during the duration of the project. For more information, visit the City of Santa Clara Water & Sewer Utilities website at www.santaclaraca.gov/waterconservation
19 of 19

2655 THE ALAMEDA

P R O J E C T T E A M

S H E E T I N D E X
A-0.0 COVER SHEETA-0.1 AERIAL MAPA-0.2 NEIGHBORHOOD CONTEXTA-0.3 PERSPECTIVE VIEWA-0.4 PERSPECTIVE VIEWA-1.0 ILLUSTRATIVE SITE PLANA-1.1 DIMENSIONED SITE PLANA-1.2 CIRCULATION PLANA-1.3 SHADOW STUDYA-2.0 BUILDING 1ST FLOOR PLANA-2.1 BUILDING 2ND FLOOR PLANA-2.2 BUILDING TYPICAL FLOOR PLANA-2.3 BUILDING BASEMENT PLANA-2.4 BUILDING TYPICAL UNIT PLANSA-2.5 BUILDING TYPICAL UNIT PLANSA-2.6 BUILDING TYPICAL UNIT PLANA-2.7 BUILDING ROOF PLANA-3.0 BUILDING ELEVATIONSA-3.1 BUILDING ELEVATION KENNETH RODRIGUES & PARTNERS, INC.
445 N. WHISMAN ROAD, SUITE 200
MOUNTAIN VIEW, CA 94043
Phone: 650.965.0700(13)
Contact: Ken Rodrigues
Email: [email protected]

KAPITAL PARTNERS, LLC
1999 S. BASCOM AVENUE, SUITE 250
CAMPBELL, CA 95008
Phone: 408.628.4346
Contact: Anjuli Nanda Habbas
Email: [email protected]

THE GUZZARDO PARTNERSHIP, INC
181 GREENWICH STREET
SAN FRANCISCO, CA 94111
Phone: 415.433.4672
Contact: Gary Laymon
Email: [email protected]
SANDIS
1700 S WINCHESTER BLVD, SUITE 200
CAMPBELL, CA 95008
Phone: 408.373.5222
Contact: Nate Dickinson
Email: [email protected]

PROPERTY ADDRESS
APN

LOT AREAEXISTING ZONINGPROPOSED USES

OCCUPANCY

TYPE OF CONSTRUCTION

BELOW GRADE PARKING ABOVE GRADE HOUSING

SITE AREA

AREA CALCULATION

BUILDING AREA UNITS RESIDENTIAL DENSITY

PROPOSED RETAIL

GROSS AREA FAR

PROPOSED RESIDENTIAL

GROSS AREA FAR

PARKING CALCULATION

TOTAL PARKING PARKING GARAGE HC VAN EV VAN EV MOTORCYCLES SURFACE PARKING HC VAN EV VAN EV MOTORCYCLES RATIO

RETAIL RESIDENTIAL
PROPOSED SITE COVERAGE (1ST FLOOR AREA 14,302 SF)PROPOSED BLDG. HEIGHT

STORIES PROPOSED
2655 THE ALAMEDA
230-12-012
17,942 SF (0.4 ACRES)
CN

COMMERCIAL RESIDENTIAL MIXED USE MERCANTILE AND RESIDENTAIL TYPE I TYPE V
17,942 SF (0.4 AC)
51,934 SF
39 98 UNITS/AC
1,500 SF

0.08 27,484 SF

1.5 38 STALLS
24 STALLS
1 11
4 14 STALLS
11 2
4 3 STALLS (2/1000)
30 STALLS (0.75/UNIT) 80% 55'-6" 4 STORIES

V I C I N I T Y M A P

PROJECT SITE
A 4-STORY RETAIL AND RESIDENTIAL MIXED USE BUILDING TOTALING 51,934 SF WITH SURFACE PARKING AND A BELOW GRADE PARKING GARAGE. THE RESIDENTIAL UNITS CONSIST OF 1AND 2 BEDROOMS WITH RANGING FROM 582 SF TO 1,266 SF. THE EXTERIOR CONSISTS OF EXTERIOR PLASTER, GRID WINDOWS, TRADITIONAL DENTIL CORNICE TRIM AND IRON BALCONIES.

PROJECT INFORMATION

P R O J E C T D E S C R I P T I O N
CIVIL

SANTA CLARA UNIVERSITY
Phone: 650.965.0700(20)
Contact: Yichao Li
Email: [email protected]
DAVID J.POWERS & ASSOCIATES, INC
1871 THE ALAMEDA, SUITE 200,
SAN JOSE, CA 95126
Phone: 408.454.3402
Contact: Shannon George
Email: [email protected]: 408.454.3432
Contact: Patrick Kallas
Email: [email protected]: 415.433.4672
Contact: James Winstead
Email: [email protected]: 408.373.5222
Contact: Nebiyu Taddesse
Email: [email protected]
C-1.0 COVER SHEETC-2.0 TOPOGRAPHIC SURVEYC-3.0 GRADING AND DRAINAGE PLANC-4.0 UTILITY PLANC-4.1 UTILITY PROFILEC-5.0 STORMWATER MANAGEMENT PLANC-5.1 STORMWATER DETAILSC-5.2 STORMWATER DETAILSC-6.0 EROSION CONTROL PLANC-6.1 EROSION CONTROL DETAILSC-6.2 EROSION CONTROL DETAILSC-7.0 FIRE ACCESS PLAN

LANDSCAPE
L-1.0 GROUND FLOOR LAYOUT PLANL-1.1 CORNER PLAZA LAYOUT PLANL-1.2 SECOND FLOOR PODIUM LAYOUT PLANL-1.3 FOURTH FLOOR ROOF LAYOUT PLANL-1.4 LANDSCAPE IMAGERY AND COLOR AND FINISH SCHEDULEL-2.0 GROUND FLOOR PLANTING PLANL-2.1 SECOND FLOOR PODIUM PLANTING PLANL-2.2 FOURTH FLOOR ROOF PLANTING PLANL-3.0 TREE DISPOSITION PLANL-4.0 PLANT PALETTE AND NOTES

ARCHITECTURAL
A-3.2 MATERIALS AND FINISHESA-4.0 BUILDING SECTIONSA-4.1 ENLARGED ELEVATION AND WALL SECTION •
• •

SANTA CLARA, CALIFORNIA
DEVELOPMENT REVIEW APPLICATION PLN22-00448
•
OWNER

ARCHITECT

ENVIRONMENTAL

CONSULTANT
SUBMITTAL 02.2023

LANDSCAPE ARCHITECT
•
•
RESUBMITTAL 05 . 18.2023
• •
Santa Clara Bannan Unlv..,slty
University Engineering
Bergin ~\Ill
Donohoe
Alumni Hous..--
Malley fllness
and Recreation
Leavey Cenler

CIVIL ENGINEER
Commons at
Kennedy Mall S"obrato Hall
• Facihlies Building
• •
/1
EB

PARK AVENUE
HIGHWAY 880
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

AERIAL MAP

THE ALAMEDA

EL CAMINO REAL

PROJECT SITE

BELLOMY STREET
A0.1 0' 250' 500'

SANTA CLARA UNIVERSITY

SANTA CLARA

CALTRAIN STATION
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23
1/2 MILE RADIUS
N
EB
1 2
4 5/6

CONTEXT SITE PLAN A
ALAMEDA HALL (SANTA CLARA UNIVERSITY) 1 GRAHAM HALL (SANTA CLARA UNIVERSITY) 2 KIDS ON CAMPUS (PRESCHOOL) 3 PIZZA MY HEART 4 ROCKO'S ICE CREAM TACOS (5) - ANNIE'S SANDWICHES (6) 5/6SAFEWAY 7 FINN RESIDENCE HALL (SANTA CLARA UNIVERSITY) 8

PROJECT SITE
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23
3 NEIGHBORHOOD CONTEXT
A0.2
7 8
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

PERSPECTIVE VIEW

VIEW FROM CORNER

AT THE ALAMEDA
A0.3
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

PERSPECTIVE VIEW

VIEW FROM PARK AVENUE
A0.4
2655 THE ALAMEDA

SANTA CLARA CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC. O'
N
EB
20' 40'
......

SITE SUMMARY

EXISTING ZONING CN

PROPOSED USES COMMERCIAL RESIDENTIAL MIXED USE
SITE AREA 17,942 SF (0.4 AC)

AREA CALCULATION

BUILDING AREA
UNITS

RESIDENTIAL DENSITY

PROPOSED RETAIL

GROSS AREA
FAR

PROPOSED RESIDENTIAL

GROSS AREA
FAR

PARKING CALCULATION

TOTAL PARKING

PARKING GARAGE
HCVAN
EV VAN
EV

MOTORCYCLES

SURFACE PARKING
HCVAN
RATIO
EV VAN
EV

MOTORCYCLES
RETAIL

RESIDENTIAL
51,934SF
98UNITS/AC "
1,SOOSF

0.08 27,484SF

1.5 38STALLS
24STALLS
1 1
1 4
14STALLS
1 1
2 3STALLS (2/1000)
30STALLS [0.75/UNITJ
PROPOSED SITE COVERAGE(lST FLOOR AREA 14,302 SF) 80%
PROPOSED BLDG. HEIGHT 55'-6"
STORIES PROPOSED 4 STORIES

PROPOSED BUILDING SETBACKS

THE ALAMEDA (EAST)
PARK AVENUE [WEST)
ADJACENT SITE {SOUTH)

LEGEND - RESIDENTIAL - COMMERCIAL - SERVICE AREA
~ PARKING - LANDSCAPE

PRIMARY ENTRY

MAJOR AUTO ENTRY

AUTO ENTRY TO

UNDERGROUND PARKING

ILLUSTRATIVE SITE PLAN
A 1.0
EV EV

THE ALAMEDA

PARK AVENUE

BELLOMY STREET
4'

SETBACK
4'

SETBACK

RETAIL SHOPS
1,500 SF
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23
123

BUILDING FOOTPRINT
54 SETBACK LINE

PROPERTY LINE
6897
101112

DRIVEWAY APRON
13 TRASH ROOM

UTILITY ROOM

OUTDOOR PATIO SEE LANDSCAPE PLANS

LINE OF BUILDING ABOVE

RAMP TO BASEMENT PARKINGBIKE PARKING FOR RETAILPARKING AREAEXISTING SIGNALIZED INTERSECTION

CONCRETE PAD FOR ELECTRICAL TRANSFORMER
14 PRIMARY ENTRY AT GROUND LEVEL15 TRANSITION RAMP16 ROLL UP MESH GATE17 RESIDENTS MAIL BOXES AND PARCEL DROP18 8' ROLL UP DOOR19 TRASH STAGING AREA 2 DIMENSIONED SITE PLAN
A1.1

KEY NOTES
13 12
4 1
7 6
5 7
0' 20' 40'
10 14
4'
4'
283'
250'
138'
215-6"
52'-6"
8 2
(E) 1 STORY

COMMERCIAL
(E) 2 STORY

RESIDENTIAL
(E) 1 STORY

COMMERCIAL
(E) COMMERCIAL

PARKING
(E) SANTA CLARA

UNIVERSITY
14 14
14 11
6'
BIKE
ROOM
3 3
15 16
109'-6"
R7'-5"
192'-6"
1E
EXIT

TO STREET
LOBBY
2A
ELEC.
1A
EXIT

TO STREET

MECHANICAL
14 9 HC
VAN
EV
VAN
17 12

SITE SUMMARY

EXISTING ZONINGPROPOSED USES

SITE AREA

AREA CALCULATION

BUILDING AREA UNITS RESIDENTIAL DENSITY

PROPOSED RETAIL

GROSS AREA FAR

PROPOSED RESIDENTIAL

GROSS AREA FAR

PARKING CALCULATION

TOTAL PARKING PARKING GARAGE HC VAN EV VAN EV MOTORCYCLES SURFACE PARKING HC VAN EV VAN EV MOTORCYCLES RATIO

RETAIL RESIDENTIAL
PROPOSED SITE COVERAGE(1ST FLOOR AREA 14,302 SF)PROPOSED BLDG. HEIGHT

STORIES PROPOSED

PROPOSED BUILDING SETBACKS

THE ALAMEDA (EAST)

PARK AVENUE (WEST)

ADJACENT SITE (SOUTH)
CN

COMMERCIAL RESIDENTIAL MIXED USE
17,942 SF (0.4 AC)
51,934 SF
39 98 UNITS/AC
1,500 SF

0.08 27,484 SF

1.5 38 STALLS
24 STALLS
1 11
4 14 STALLS
11 2
4 3 STALLS (2/1000)
30 STALLS (0.75/UNIT) 80% 55'-6" 4 STORIES 4' 4' 0'
EV EV
18 57'-6"
35'
31'-6"
20'-6"
10'-10"
11'-6"
8'-6"
9' 8'
5' 17' 24'

DRIVEWAY WIDTH
18' 6'
T
T R
T
R
t
R

TRASH VEHICLE

CIRCULATION AND PICK UP
R40'
25'

TRASH VEHICLE CIRCULATION
LEGEND
10'
8'-6"
8'-6"
9'-6"
11'
19 N
ffi
EV
EV

THE ALAMEDA

PARK AVENUE

BELLOMY STREET

RETAIL SHOPS
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

VEHICULAR AND PEDESTRAIN

CIRCULATION PLAN
A1.2 0' 20' 40'
4'

PEDESTRAIN CIRCULATION

VEHICULAR CIRCULATION

TRASH AND RECYCLING

PICKUP CIRCULATION
LEGEND

BIKE ROOM

EXISTING SIGNALIZED

INTERSECTION
10 1E

EXIT TO STREET
LOBBY
2A
ELEC.
1A

EXIT TO STREET

MECHANICAL
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23
N
ffi
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

SHADOW STUDY
A1.3
SUMMER SOLSTICE 9 AM 1 SUMMER SOLSTICE 12PM 2 SUMMER SOLSTICE 3PM 3WINTER SOLSTICE 9 AM 4 WINTER SOLSTICE 12PM 5 WINTER SOLSTICE 3PM 6 E9
EV EV
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING
1ST FLOOR PLAN
A2.0 0' 3/32' 3/16'

KEY NOTES
123

BUILDING FOOTPRINT
54 SETBACK LINE

PROPERTY LINE
6897
101112

DRIVEWAY APRON
13 TRASH ROOM AND TRASH CHUTE

UTILITY ROOM

OUTDOOR COLORED CONCRETE

PATIO SEE LANDSCAPE PLANS

LINE OF BUILDING ABOVE

RAMP TO BASEMENT PARKINGBIKE PARKING FOR RETAILPARKING AREA

EXISTING SIGNALIZED INTERSECTION
14 PRIMARY ENTRY AT GROUND LEVEL

CONCRETE PAD FOR ELECTRICAL TRANSFORMER
15 TRANSITION RAMP16 ROLL UP MESH GATE17 RESIDENTS MAIL BOXES AND PARCEL DROP18 BALCONY19 EV CHARGER20 8' ROLL UP DOOR21 RED CURB LOCATION (PROHIBITED PARKING)22 ALL WEATHER FIRE ACCESS CONCRETE PATH23 ENTRY TO TRASH ROOM24 LANDSCAPE RESIDENTIAL UNIT TABULATION:
1A
1B
1C
1D
1E
1 BEDROOM1 BEDROOM1 BEDROOM1 BEDROOM1 BEDROOM
640
583582554 7
39 1
6 3
6 1 BEDROOM
2 BEDROOM
67%33%
26 13
100% 39
1F 1 BEDROOM 595 3
2A 2 BEDROOM 1
2B 807 3
2C 1,266 3
2 BEDROOM2 BEDROOM

E X I S T I N G S A F E W A Y C E N T E R T H E A L A M E D A

P A R K A V E N U E
1E

EXIT TO STREET
LOBBY

RETAIL SHOPS
1,500 SF
1A
2A
10 2
A-4.0
2 A-4.0
1 A-4.0
1 A-4.0
250'
25' 16'-6"
37'-2" 15'-2"
4'

SETBACK
4' SETBACK
DN
DN UP
UP
DN
14 14
1 14
7 5
8 2
4 14 12 1 7
10 283'
14'-7"
9'
8' 24'

DRIVEWAY WIDTH
17' 5'
62 8'
8'
BIKE
ROOM
6"
6"
26'
29'-8"
25'
3 3
23 14
1516
17 15'-2" 94'-4"
109'-6"
138'
4' 11'-4" 23'-8"
20'-6"
R7'-5"
107'-1"
78'-5" 93'-11" 5'
214'-10"
37'-6" 85'-6"
192'-7"
732
915
11 ELEC.

MECH.

HC
VAN
EV
VAN
14 EV EV
MBMB
57'-6"
20'-6"
10'-10"
11'-6"
35'
20 R43'
19 9'-6" 8'-6"
10' 8'-6" 9' 8'-6" 6' 18'
RETAIL AREA 1,500 SFRESIDENTIAL AREA 2,200 SF
21 21
21 8' 16'-4"
T
T
R R t R
T

TRASH ROOM
8'
1924
11'

TRASH STAGING AREA

AND LOADING AREA

PROVIDE STRIPPING

AND SIGNAGE
2D 2 BEDROOM 807 6
-------~----------
TYPE
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING
2ND FLOOR PLAN
A2.1 0' 3/32' 3/16'
2D
2B
2 A-4.0
2 A-4.0
1 A-4.0
37'-2"
4'

SETBACK
4' SETBACK
DN UP
DN
1 5
10 2
4 2 9 1
2 6"
29' 27'-6" 29'
2D
1F
1E
1D 1E 1D
2C
1C
1B
1B
20'
18 18
250'
283'
15'-2" 94'-4"
109'-6"
138'
1 A-4.0 R7'-5"
88'-3"
104'-4"
192'-7"
73'-6" 141'-4"
214'-10"
26'-5"
24'
26'-5"
32'-8"
24'
8'-6"
6'
30'-10"
25'-8" 32'-8" 32'-8"
23'
15'-2"
6"
52'-2"
7 27'-6"

KEY NOTES
123

BUILDING FOOTPRINT
54 SETBACK LINE

PROPERTY LINE
6897
101112

DRIVEWAY APRON
13 TRASH ROOM AND TRASH CHUTE

UTILITY ROOM

OUTDOOR COLORED CONCRETE

PATIO SEE LANDSCAPE PLANS

LINE OF BUILDING ABOVE

RAMP TO BASEMENT PARKINGBIKE PARKING FOR RETAILPARKING AREA

EXISTING SIGNALIZED INTERSECTION
14 PRIMARY ENTRY AT GROUND LEVEL

CONCRETE PAD FOR ELECTRICAL TRANSFORMER
15 TRANSITION RAMP16 ROLL UP MESH GATE17 RESIDENTS MAIL BOXES AND PARCEL DROP18 BALCONY19 EV CHARGER20 8' ROLL UP DOOR21 RED CURB LOCATION (PROHIBITED PARKING)22 ALL WEATHER FIRE ACCESS CONCRETE PATH23 ENTRY TO TRASH ROOM24 LANDSCAPE 5'
RESIDENTIAL AREA 8,428 SF
RESIDENTIAL UNIT TABULATION:
1A
1B
1C
1D
1E
1 BEDROOM1 BEDROOM1 BEDROOM1 BEDROOM1 BEDROOM
640
583582554 7
39 1
6 3
6 1 BEDROOM
2 BEDROOM
67%33%
26 13
100% 39
1F 1 BEDROOM 595 3
2A 2 BEDROOM 1
2B 807 3
2C 1,266 3
2 BEDROOM2 BEDROOM
732
915
2D 2 BEDROOM 807 6
THESE 3 UNITS AT EACH LEVEL WILL HAVE NO BEDROOMS ALONG THE SOUTH WALL I
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING

TYPICAL FLOOR PLAN
A2.2 0' 3/32' 3/16'
2D
2B
2 A-4.0
2 A-4.0
1 A-4.0
37'-2"
4'

SETBACK
4' SETBACK
DN UP
DN
1 5
10 2
4 2 9 1
2 6"
29' 27'-6" 29'
2D
1D 1E 1D
2C
1C
1B
1B
20'
18 250'
283'
15'-2" 94'-4"
109'-6"
138'
1 A-4.0 R7'-5"
88'-3"
104'-4"
192'-7"
73'-6" 141'-4"
214'-10"
26'-5"
26'-5"
32'-8"
8'-6"
6'
30'-10"
25'-8" 32'-8" 32'-8"
23'
15'-2"
6"
52'-2"
7 OPEN
TO
BELOW
1E
1F
27'-6"
18 24'
24'

KEY NOTES
123

BUILDING FOOTPRINT
54 SETBACK LINE

PROPERTY LINE
6897
101112

DRIVEWAY APRON
13 TRASH ROOM AND TRASH CHUTE

UTILITY ROOM

OUTDOOR COLORED CONCRETE

PATIO SEE LANDSCAPE PLANS

LINE OF BUILDING ABOVE

RAMP TO BASEMENT PARKINGBIKE PARKING FOR RETAILPARKING AREA

EXISTING SIGNALIZED INTERSECTION
14 PRIMARY ENTRY AT GROUND LEVEL

CONCRETE PAD FOR ELECTRICAL TRANSFORMER
15 TRANSITION RAMP16 ROLL UP MESH GATE17 RESIDENTS MAIL BOXES AND PARCEL DROP18 BALCONY19 EV CHARGER20 8' ROLL UP DOOR21 RED CURB LOCATION (PROHIBITED PARKING)22 ALL WEATHER FIRE ACCESS CONCRETE PATH23 ENTRY TO TRASH ROOM24 LANDSCAPE RESIDENTIAL AREA 8,428 SF
5'
RESIDENTIAL UNIT TABULATION:
1A
1B
1C
1D
1E
1 BEDROOM1 BEDROOM1 BEDROOM1 BEDROOM1 BEDROOM
640
583582554 7
39 1
6 3
6 1 BEDROOM
2 BEDROOM
67%33%
26 13
100% 39
1F 1 BEDROOM 595 3
2A 2 BEDROOM 1
2B 807 3
2C 1,266 3
2 BEDROOM2 BEDROOM
732
915
2D 2 BEDROOM 807 6
THESE 3 UNITS AT EACH LEVEL WILL HAVE NO BEDROOMS ALONG THE SOUTH WALL &-- ---- //,//
,,::_
I
EV
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING

BASEMENT PLAN
A2.3 0' 3/32' 3/16'

KEY NOTES
123

BUILDING FOOTPRINT
54 SETBACK LINE

PROPERTY LINE
6897
101112

DRIVEWAY APRON
13 TRASH ROOM AND TRASH CHUTE

UTILITY ROOM

OUTDOOR COLORED CONCRETE

PATIO SEE LANDSCAPE PLANS

LINE OF BUILDING ABOVE

RAMP TO BASEMENT PARKINGBIKE PARKING FOR RETAILPARKING AREA

EXISTING SIGNALIZED INTERSECTION
14 PRIMARY ENTRY AT GROUND LEVEL

CONCRETE PAD FOR ELECTRICAL TRANSFORMER
15 TRANSITION RAMP16 ROLL UP MESH GATE17 RESIDENTS MAIL BOXES AND PARCEL DROP18 BALCONY19 EV CHARGER20 8' ROLL UP DOOR21 RED CURB LOCATION (PROHIBITED PARKING)22 ALL WEATHER FIRE ACCESS CONCRETE PATH23 ENTRY TO TRASH ROOM24 LANDSCAPE 2 A-4.0
2 A-4.0
1 A-4.0
187'-8"
22' 15'-4"
4'

SETBACK
4' SETBACK
UP
UP
1 2
4 2 1
2 9
10 8
250'
283'
15'-4" 94'-4"
109'-8"
138'
1 A-4.0
170'-1"
7 17'
5 24' 17'
HC

VANEV VAN
MBMB
MB
MB
EV
12' 5'
26' 17' 24'
10' 8'-6"
RAMP
UP
18'
R38'
R43'
NOTES
RAMP:
10' BLEND @ 10% EITHER END
MAIN RAMP @ 20%
GARAGE AREA 14,597 SF
MBMB
+-
I
- - -......- - - - - -
_
:_
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING

TYPICAL UNIT PLANS
A2.4 0' 4' 8'

KEY NOTES
TWO BEDROOM UNIT - 2B: 807 SF 2
1/4"= 1'-0"
ONE BEDROOM UNIT - 1A: 732 SF 1
1/4"= 1'-0"
25'-7"

BEDROOM
11'-0" X 14'-2"
1 30'-8"
11'-10"
30'-8"
13'-9"

KITCHEN/DINING
13'-3" X 14'-1"
LIVING
13'-3" X 12'-7"
W/D
COL.

BATH
7'-2" X 9'-10"
W.I.C
7'-2" X 5'-0"
4 326
5 1
18'-4"
4 25'-0"
25'-0"
11'-0"
1 3
26 1
11'-0" 4'-4"
5 W/D
COAT
BATH
6'-5" X 9'-7"

BEDROOM
10'-0" X 11'-6"
W.I.C
10'-0" X 2'-3"

KITCHEN/DINING
12'-0" X 11'-0"
LIVING
12'-0" X 10'-0"

BEDROOM
10'-0" X 13'-0"
M. BATH
10'-0" X 6'-0"
W.I.C
3'-2" X 4'-4"
123

EXTERIOR STUD WALL
54 EXTERIOR WINDOW SYSTEM

INTERIOR STUD WALL
6 INTERIOR DOOR

UNIT ENTRY DOOR
SHAFT
W.I.C
3'-2" X 4'-4"

EXTERIOR BALCONY
11'-8" X 4'-0"
47 SF
11'-8" 11'-0"

EXTERIOR BALCONY
14'-0" X 5'-0"
70 SF
0~
---__J
=----
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING

TYPICAL UNIT PLANS
A2.5 0' 4' 8'

KEY NOTES
ONE BEDROOM UNIT - 1C: 583 SF 2
1/4"= 1'-0"
ONE BEDROOM UNIT - 1D: 582 SF 1
1/4"= 1'-0"
25'-0"

BEDROOM
12'-6" X 10'-5"
1 21'-0"
16'-6"
21'-0"
13'-6"

KITCHEN/DINING
16'-2" X 8'-6"

LIVING/DINING
16'-2" X 8'-6"
W/D
BATH
8'-11" X 5'-6"
W.I.C
5'-4" X 3'-5"
4 1
1 15'-3"
1 11'-9"
24'-6"
7'-10"
5 2
1 1
16'-7"
4 BATH
9'-0" X 5'-6"

BEDROOM
12'-0" X 10'-0"
W.I.C
3'-2" X 8'-0"

KITCHEN/DINING
13'-6" X 10'-6"
LIVING
16'-0" X 10'-0"
4'-6" 6"

EXTERIOR BALCONY
16'-0" X 4'-0"
64 SF
5 32

EXTERIOR BALCONY
14'-10" X 4'-0"
59 SF
3 6
123

EXTERIOR STUD WALL
54 EXTERIOR WINDOW SYSTEM

INTERIOR STUD WALL
6 INTERIOR DOOR

UNIT ENTRY DOOR
SHAFT
COL.

W/D
4'-10"
4'-4"
18'-0"
[7
=----
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING

TYPICAL UNIT PLAN
A2.6 0' 4' 8'

KEY NOTES
TWO BEDROOM UNIT - 2C: 1266 SF 1
1/4"= 1'-0"

BEDROOM
11'-6" X 10'-0"
4 W/D 11'-10"
BATH
10'-0" X 7'-9"
W.I.C
3'-6" X 7'-0"
1 3
2 KITCHEN
BEDROOM 14'-10" X 11'-6"
12'-0" X 15'-0"
M. BATH
6'-4" X 7'-9"
WC
W.I.C
4'-8" X 7'-9"

EXTERIOR BALCONY
12'-0" X 4'-0"
48 SF
5 123

EXTERIOR STUD WALL
54 EXTERIOR WINDOW SYSTEM

INTERIOR STUD WALL
6 INTERIOR DOOR

UNIT ENTRY DOOR
SHAFT

EXTERIOR

BALCONY
14 SF
20'-3"
4'-4"
1'-10"
54'-3"
LIVING
12'-6" X 12'-6"
12'-6"
38'-7"
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING

ROOF PLAN
A2.7 0' 3/32' 3/16'

KEY NOTES
2 A-4.0
2 A-4.0
1 A-4.0
4'

SETBACK
4' SETBACK
2 1
OPEN
TO
BELOW
FLAT
ROOF
FLAT
ROOF
FLAT
ROOF
123

PARAPET

SETBACK LINE
4 PROPERTY LINE

FLAT ROOF
5 PRECAST CANOPY BELOW6 HVAC UNIT7 PHOTOVOLTAIC PANELS
3 1
4 T.O.ROOF
49'-0"
250'
283'
138'
T.O.ROOF
59'-0"
T.O.PARAPET
60'-6"
1 A-4.0
FLAT
ROOF
FLAT
ROOF
T.O.ROOF
49'-0"
T.O.PARAPET
52'-0"
T.O.PARAPET
55'-0"
34'-2"
91'-7"
107'-6"
199'-1"
79'-10" 141'-6"
221'-4"
18'-2"
1 18'-2" 94'-4"
112'-6"
T.O.ROOF
49'-0"
T.O.PARAPET
55'-0"
T.O.ROOF
49'-0"
T.O.PARAPET
52'-0"
T.O.ROOF
49'-0"
T.O.PARAPET
52'-0"
1 1
5 5 1 2
6 6
7 7
I I
T.0.PARAPET
55'-6"
T.O.ROOF
49'.Q''
4STFLOOR
38'-0"
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

CD
0 EAST ELEVATION (THE ALAMEDA)

SOUTH ELEVATION
T.0.PARAPET

5.5'-6"
T.O.ROOF
49'-0''
4STFLOOR
38'-0''
M
' 15
T.O.PARAPET
55'•6"
T.O.ROOF --4f'"-0-~-- ---,,--,-
4STFLOOR
38'-0''

36.652 05.18.23
10' 20'

KEY NOTES
[!] PAINTED STUCCO
0 OENTILCORNICE
0 WROUGHT IRON BALCONIES
0 STAIRWEU TOWER
0 AWNING$ATRETAIL$HOP
0 CLEAR. GLAZING WITH ALUMINUM FRAMES
0 WOOO TRELLIS
0 PRECASTCORNICE
0 IRON RAILING
~ PRECASTWINDOWFRAME

B WOOOPANEL
~ LIGHTINGFIXTVRE
~ WINOOW LINTEL
~ PRECASTCANOPY
~ METAL CANOPY
~ WOOOTRIM
·coLORS AND MATERIALS:
@ ~=~~~t.ROIAN GLASS, GU-'ROlAN ULTFW:LEAR
@ ~~~~t::l~~~~~BRONZE
CED STUCCO PAINT: BENJAMIN MOORE, STORM M'-700
® STUCCO PAINT: BENJAMIN MOORE. NIGHTINGALE M.f!>70
@ STUCCO PAINT: BENJAMIN MOORE, CEMENT GRAY 2112.e(J
(§i STUCCO PAINT; BENJAMIN MOORE, WHITE HERON• OC-57
(§ srucco PAINT: BENJAMIN MOORE, STEEL WOO. 2121-20
@ Sl((L AWNING . AWHl(CH • 'MOUSIONIAN AWNING" · OLACK
@ CLADDING: PRODEW. COMPOSITE WOOD, CREAM

KEY MAP

BUILDING ELEVATIONS
A3.0
T.O.PARAPET
SS'-6"
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

P3 P4
0 WEST ELEVATION (PARK AVENUE)
P2

36.652
T.0.PARAPET - ~-- -
10·
3R0FLOOR
27'-0'

05.18.23 ,o·

KEY NOTES
~ PAINTED STUCCO
[TI OENTIL CORNICE
0 WROUGHT IRON BALCONIES
0 STAIRWELL TOWER
0 AWNING$ATRETAIL$HOP
0 CL.EAR GLAZING WITH ALUMINUM FRAMES
0 WOODTREWS
0 PRECASTCORNICE
0 IRON RAILINO
~ PRECASTWINDOWFRAME
G::D WOODPANEL
~ LIGHTINGFIXTl,.IRE
~ WINOOW LINTEL
~ PRE CAST C.6.NOPY
@] METAL.CANOPY
~ WOOOTRIM
COLORS AND MATERIALS:
@) ~=~~!~~AROIAN GLASS, GUARDIAN ULTRACLEAR
@ ~~~:::R~~t1-s~i~=BRONZE
CEY STUCCO PAINT: BENJAMIN MOORE, STORM AF-700
(§ STUCCO PAINT: BENJAMIN MOORE. NIGHTINGALE AF-eTO
® STUCCO PAINT: BENJAMIN MOORE, CEMENT GRAY 2112-60
~ (§i STUCCO PAINT; BENJAMIN MOORE, WHITE HERON II OC-57 @ STUCCO PAINT: BENJAMIN MOORE.STEEL WOOl.2121-20
@ Sl((l AWNING . AWNl(CH - 'MOUSIQN!AN AWNING" · DI.ACK @ CLADDING: PRODEMACOMPOSITE WOOD, CREAM

KEY MAP

BUILDING ELEVATION
A3.1
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

MATERIALS AND FINISHES
A3.2
ENLARGED NORTH ELEVATION 1
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23
CLADDING: COMPOSITE WOOD
PRODUCT:PRODEMA COLOR: CREAM

CLEAR GLASS - GUARDIAN GLASS - GUARDIAN ULTRACLEAR
LOW-IRON GLASS 8 9
4 5
7 6 6
2 7 7
3 8 9
STUCCO PAINT: BENJAMIN MOORESTORM AF - 700
STUCCO PAINT: BENJAMIN MOORE
CEMENT GRAY 2112-60
STUCCO PAINT: BENJAMIN MOORE
WHITE HERON # OC-57
METAL PANEL, ALUCOBONDCOLOR: #SRI 41, STATUARY BRONZE STEEL AWNING - AWNTECH - "HOUSTONIAN AWNING" - BLACK 8 STUCCO PAINT: BENJAMIN MOORESTEEL WOOL 2121- 20
1 3 STUCCO PAINT: BENJAMIN MOORE
NIGHTINGALE AF - 670
2 1 5
6 4 6 2 6 4 4 2 1 3
7 0 0 0 0 0
0 0 0 0
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23

BUILDING SECTIONS
A4.0

KEY NOTES
BUILDING SECTION 1-1 1
BUILDING SECTION 2-2 2
0' 10' 20'

KEY MAP

PARK AVENUE THE ALAMEDA
1-1
2-2
1ST FLOOR
0'-0"
16'
49'
11'
2ND FLOOR
16'-0"
3RD FLOOR
27'-0"4ST FLOOR
38'-0"T.O.ROOF
49'-0"
T.O.PARAPET
55'-6"
11' 11' 6'-6"
1ST FLOOR
0'-0"
16'
49'
11'
2ND FLOOR
16'-0"
3RD FLOOR
27'-0"
4ST FLOOR
38'-0"
T.O.ROOF
49'-0"
T.O.PARAPET
55'-6"
11' 11' 12'
12'
1ST FLOOR
0'-0"
16'
49'
11'
2ND FLOOR
16'-0"
3RD FLOOR
27'-0"4ST FLOOR
38'-0"T.O.ROOF
49'-0"
T.O.PARAPET
52'-6"
11' 11' 3'-6" 12' 1ST FLOOR 0'-0"
16'
49'
11'
2ND FLOOR
16'-0"
3RD FLOOR
27'-0"
4ST FLOOR
38'-0"
T.O.ROOF
49'-0"
T.O.PARAPET
55'-6"
11' 11' 6'-6" 12'
123

PAINTED STUCCO
54 DENTIL CORNICE ROOFING
6 WINDOW LINTEL

WOOD LATTICE

PRECAST CORNICE

IRON RAILING
5 2 3 4
5 3 4 2
6'-6"
1 6
5 ENLARGED DETAIL 3
7 7 OPENING FOR VISIBLE CONNECTION TO

PARK AVENUE

OPENING FOR ADJACENT PARKING STALLS TO BE

ABLE TO SEE PEDESTRIAN AND CARS
~-~ -~ '
'
- r-r - - I~
-,
- r-r - -- ~ - I~
,~
- ,~
- - ------
"
[7
I II
[7
I
1 /
Jl!!I
' J
U!
.-------
lllill
.

Ill
c--
-
- - -- - -- - -
- ----- ~
8 1 ENLARGED ELEVATION
1/8"= 1'-0"
2 WALL SECTION
1/8"= 1'-0"
2 A 4.1
16'-0"

RESIDENTIAL
1ST FLOOR
0'-0"
3RD FLOOR
27'-0"
4TH FLOOR
38'-0"
T.O. ROOF
49'-0"
2ND FLOOR
16'-0"
T.O. PARAPET
11'-0" 11'-0" 11'-0" 3'-6"
49'-0"
12'-0"
1ST FLOOR
0'-0"
3RD FLOOR
27'-0"
4TH FLOOR
38'-0"
T.O. ROOF
49'-0"
2ND FLOOR
16'-0"
T.O. PAREPET
52'-6"
971
LEVEL B1
-15'-0"
LEVEL B1PARKING
LEVEL B1
-12'-0"
NOTE: SEE OVERALL ELEVATIONS FOR

FINISHES AND MATERIALS
1 2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.18.23
A4.1 0' 8' 16'

ENLARGED ELEVATION

AND WALL SECTION
N

KEY MAP

PARK AVENUE THE ALAMEDA

KEY NOTES
123

PAINTED STUCCO
54 STAIRWELL TOWER

DENTIL CORNICE
6 WROUGHT IRON BALCONIES

AWNINGS AT RETAIL SHOP
7 CLEAR GLAZING WITH ALUMINUM FRAMES
8 WOOD TRELLIS
9 PRECAST CORNICE
1011

IRON RAILING

PRECAST WINDOW FRAME

WOOD PANEL
12 LIGHTING FIXTURE13 WINDOW LINTEL14 PRECAST CANOPY15 METAL CANOPY16 WOOD TRIM

RESIDENTIALRESIDENTIAL
68 3 WINDOW DETAIL AND BALCONY
3/4"= 1'-0"
1617 VERTICAL POST18 BOTTOM RAIL
3 A4.1
1 19
9 17
8 18
19 TOP RAIL
8'-6" 2'-6"
11'-0"
6 3'-6"
11~-
E9

OWNER INF
O
2655 THE ALAMED
A
DEVEL

OPMENT REVIE
W

SANTA CLARA, C
A
EARTHW

ORK QUANTITIES
PR
OJE

CT DESCRIPTION

KEY MAP
LE

GEND EXISTING PROPOSED

ABBREVIATI
ONS

CIVIL SHEET INDE
X
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
0' 10' 20'

ABBREVIATI
ONS
Ÿ
LEGEN

D EXISTING PROPOSED
C-1.
0 COVER SHEET
SITE
VI

CINITY MAP
AR
CHITE
CT INF
O

LANDSCAPE AR
CHITE
CT INF
O

CIVIL EN

GINEER INF
O
~lltvr AND CONFORJI UN£
RErAINJNG WAU.

AC PA\9/£Nr
calc.VAllfYGIJTTCR
CCl'iC stD£WAJJ( OR PAD 6" CURB.tGIJrTER
[()(;£0FA.C PA',91!Nr
6"l-£R/1CALCUR8
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2655 THE ALAMEDA

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KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
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O\(Rl£Al)VTIUTYU€S~ 1£REON AREFCII REFERENCC Cl«.Y, OCPr:T\NC IIIAT O',£RIOI) l.NES ~~,\C=ATTAQIIIENT,LOCAIUl,IOJITl,N)ll'P£CJ'UlUTY$ER',1CEUIC!.iALl.8E:-.W

SURVEY NOTES

2. OA.TESCXrnDSUOC!':0&/27/20Z2.07/1J/20Z2.li:07/IS/mt

BOUNDARY NOTE
Il£ PARCELIJl£S s-JOIIH HEREOO N£ IIASEll lPIII RCCCRI INfORIIAIICfl ASSHOfl<I CII TIIAI CERTMI RECQ!OCJ'Sl;IM'tFI..EDlf<IB001(171(J' ll-',PS. P,\G£ZO,SNITAC1.ARACOONTYl£COll)STOOEllO :~:TCERTAIN REC:cR> CJ' SUl'.£Y FI..ED IN 11001( 7114 0F IIN'S. Pl,[;£_ l2, SNITAa.AAA COONIT 2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
LEGEND
C-3.0

GRADING AND DRAINAGE
PLAN
0'
1 INCH =
4' 10' 20' 40'
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B
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SECTION A-A SECTION B-B
N.T.S
ED"'"""'
8/0-TREAT!JENrAR[A

ADA NOTES
I. Al.1 HAROSCAP£ ALONG TH£ ADA PATH OF IRAl.£l SHAl.1 B£ IN ct:Nf'a/MltNC£ ltlTH TITLE 24 OF THECAUFORNIA ADUINISIRATI..CCOOC

2. Sl.OPED WALKS ALONG TH£ DlSJGNATUJ ADA PATH OF IRAl.£1. SHAU Nor £XCffD A 51..CPf OF 1;20 (5%} tlfTHOUr HANDRAILS. TH£ IIAX/1,1/JU 51..CPf tlfTH HANDRAILS C6 FOR CVR8 RAIIPS IS I: 12 (IUJK}. L£l.fl UMJINCS AR£ R£QUIR£D Ar TH£ T"OP AND BOrTOII OF ALL Sl.CPfD WAlKWAl'S AND RAMPS.

J WAlKWAl'S ON ANY PATH OF IRAl.£1. SHAU HA',£ A WNIMI.JII MOTH OF 48".

WAlKWAl'S ANO ADA PARKING srAllS t:6 lOADING ZONES SHALL HAI£ A 2X 1/AX/MUl,I CROSS SI.OP£

4. A LflEl I.NKJINC (2XIIAX SI.OP£} SHALL 8£ PROVII)[[) Ar All ACC£SSIBL£ ENIRANC£S TO 8UIWINGS, TH£ /.ANDINGS SHAl.1 HAI£ A /JINIIJUl,I t'IOTH OF 60" ANDA IIINIIIUIID£PTH OF60" Mf£N TH£DOOROPENSINTO TH£ 8/JILOING, ANO 42" PLUS TH£ l'll{)TH OF TIC DOOR ltfllN 71/E DOOR OP[N ONTO TH£ LANDING.

5. RAJIPS a?CATER THAN 1:20 SI.OP£ AND £XC£EDINC 30• IN l-El?l7CAL fl.£VATION CHANGE SHALL HAI£ INTfRM£DJATE L£l.fl LANDINCS. 2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
LEGEND

STORM DRAIN NOTES

SANITARY SEWER NOTES

WATER SYSTEM NOTES
C-4.0

UTILITY PLAN
0'
1 INCH =
4' 10' 20' 40'
20 FT

GENERAL NOTES

WATER SYSTEM SUMARY TABLE

EXISTING
CllYMIIIN

EXISITNG
UHERA.l

FIREWATER
OOMESTICWAlUI

USEO/ASANOONEO
, ..

AlONGTiiEALA.MEDA. 6"
ALONG PARKA.VE 6" DIP ALONG PARK AVE T80 ALONG PARK AVE ---- PROPERTYUNE Efil BI0-11<fATMENTAR£A
I. TH£ APPUCAHT SHALL IIAJNTAIN A /JINIIJIJltl 24" OF ',£RTICAJ.. a.EARANC£ AT WAlffi SERW.:C CROSSNG WITH OTHER UTILJTl[S. AND ALL REO/JIRED /JINI/JlJJ,I HOOZONTAL aIARANCCS FROM WA/Di' SERl1GB- IQ' FRC/11 SANJTARY SlllfR U11l.111£5. 10' FROM R£C'ICI..£[) WATER UTIUTIES. 8' FROM STORM ORJJN UTII.ITIES, 5' FROU FIR£ ANO OTHER WAID? U11UT/£S, J' FROM ABANOON£D WA/Di' SER\faS 5' FROM GAS ANO El.£CrRIC U11UT/£S, AND 5 ' FROM THC [DG£ or THC PROPOSCD OR CXISTING DRIITT'AY. FOR SANITARY S[JIE"R, WAmi', ANlJ RECYa.ED WA/Di' UTIUTlES, THE APPLICANT SHALL /JJJNTJJN A MINJ/J1J/J HORIZONTAL a.EARANCE OF 10' FROM D1STING AND PROPOS[() TREES IF APPLICANT INSTALLS TRa: ROOT BARRICRS. aIARANCE FROM TREE R£DUCES ro s· (ct.£ARANC£ /JUST B£ FRCM TH£ £DC£ OF 7Rff: ROOT 8ARR/£R 10 [l)G£ OF WATER FACJUTIES}.

I. PRIVATE" STORM DRAIN UN£ 4-INCH THROUGH 12-INOf WITH A MINJMUM OF 00 (2) f££T OF CO\£'i' IN NON-TRAFFIC AREAS SHALL 8£ !'ar.1Nlt. Clil..ORftJ£ (Pl-I'.:) SDR JS CRffN PIPE AND SHA/.1. CONFORU TO THE R£QUIR£UENTS OF AST!,/ D£SICNATION 0 JOJ4-7J W,TH 8£LLS AND SPf(j()T CONNECTIONS. ALL DIRtCT!ON CHANGES SHA/.1. 8£ /JADE WITH wtE" ca-lNlCTIONS. 22.5' ElBOWS. 45' El.BOWS OR LONC SllffP El.BOWS, 90' ElBOWS AND TEf's ARC PROHIBlruJ.

2. PRIVATE: STORM ORAIN UN£ 6-INCH THROUGH 12-INCH ltlTH LESS THAN THR££ (J) f££T OF CO\£'i' IN VfH/Ctli.AR TR#FIC AREAS SHA/.1. 8£ !'a"MNlt. CHLOOD£ {PW:) RATCD FOR 150 PSI aASS PIPE. PROW)£ ANO INSTALL 'STORII/ DRAIN" UARKER TAP[ FOR THE ENTIRE LENGTH OF PIPf TRENCH. ALL DIRECTION CHANGES SHALL 8£UAO£WITH wtf"CONN£CTIONS. OlJrl.JSCEI.BOWSORLCIIGSIIElPEtBOWS, 90' ElBOWS ANO TE:£'s AR£ PROHIBlruJ.

J. ALL ARCA ORA/NS AND CATCH BASINS GRATES WITHIN PfDfSTRIAN ACCfSS18l.£ ARf"AS SHALL /JITTAOA R£0UIRD/£NTS.

4. ALL TRENCHES SHALL 8£ BACK FIU£O P£R THE SPfCIFIC,HIONS ltlTH APPROPRIATE:

TE:STSBYTHEGEOTE:0/NICALENGINEERTOl,fR/FYCOl,IPACTIONVAL~

5. FOR GRA\fTY FlOW SYSTE:IIS CONTRACTOR SHALL l.£RIFY (POTHOLE: If NECESSARY) S/,l£. IJArurfAL.LOCAT!ONANDD£PTHOFAU.SYS1EllSTl1ATARCT08£ CONNECT[J) TO OR CROSS[[) PRfal TO THE TRENCHING OR INSTAU..ATION OF ANY GRAM'TYFlOWSYS1flJ.

6. ORAINSSHOltNONCl\fl.PU.NSARENOTINrrN0£DTOB£TH£FINALNIJIJ8£RANO LOCATION OF ALL ORA/NS. PI.ACOIENT ANO NIJM8[R OF I.AN{)SCAPING DRAINS AR[ HtGHlYD£PCND£NTQN GROUND CO\£'i' T't1'E: ANO PU.NT /JATE:RIAL CIJNTRACTOR SHALL AOO AOOITIONAL ARCA ORA/NS AS N£ED£D ltNO AS OJRCCT[Q BY TH£ I.AHDSCAP£ARCHITE:CT.

7. INSTALL SEPARATF: SUB-ORAJN SYSTF:U 8£HINO RETAINING WALLS PfR GEOTF:CHNJCAL REPORT ANO CONNECT TO STORIJ 0/WN SYSr[IJ AS SI/OttN Cl/ Pl.ANS.

8. AU. OOiW SPOUTS SHALL OISCHARG£ OIRCCTLY ON TO AOJACENT PCRWJUS SURFACES OR SPI.ASH Bl.OO<S /JNl£SS OTH£RltfSE NOT[J) ON Pt.ANS. SEE AROf/TE:CruRE: Pl.ANS FOR £XACTLOCATION OF THE OO'Mi SPOUTS.

I. ALL SDIER iKW/1' SHALL BC IN Ca-/FORMANC£ l#TH THE COUNTY ENM'RONNENTAL HEALTH DEPART!,/ENT STANOAFIOS.

2. PRIVATE: SANITARY SCltf"R MAIN ANO SCRW.:C UNE 4-INCH Tl1RaJCH 8-INCH SHALL BC!'al"\fNlt. Clil..ORftJ£{PW:} SDR26 CRCEN SCllf7i'PfP£ ANO SHALL CONFORU TO THE:REQUIRE:/JENTS OFASTJ,/D£SICNATIOND J0.34- 7.J WITH8£J.1 ltNOSP/GOT CONNECTIONS. ALL DIRfCTION CHANGES SHALL 8£ IJA0£ wt111 W)f" CONNECTIONS.

22.5' ELBOWS OR 45'. ElBOWS. 90' UBOWS AND TEf's ARE PROHIBITED • .1 ALL LATERALS SHALL HA~ A TIIO WAY CJ..£1tN()(JT AT FACC OF 8UIWINC ltNO AS SHOIW ON PI..ANS.

4. IF {f) SlllfR lAIDi'AL IS TO 8£ IJSIJ), CONTRACTOR SHALL M'OCO INSPECT, PCRroRJI PRESSVRt rCTT ON{£) S£1lf7i' lAIDi'Al, ANO SHALL P[RF()Rl,I ANY N££D£DR£PAIRS.

I. MAINTAIN WATE:R IIAIN UN£S 10' AWAY FROM SANITARY SCllf7i' /JAIN I.JNES.

LATERALS SHALL 8£ SEPARATCD PER Pl.AN DI/JENS/0/S.

2. tlff£R£: WA/Di'UNCSHA~ TOCROSSSANITARYSCIIE7i'I..IN£S, 00SO ATA 90 0£CR££ ANa£ ANO WA1Di'L/N£SSHALL 8£/JINIIJUIJ OF 12~ ABO~ TCP OF SMITARY S0£R UN£S.

J. ALL WATER SCRM'C£ CONNECTIONS SHALL 8£ INSTALl.£0 IN ACCORDltNC£ WITH THE APPUCA8..£ WAIDi'OISTRICT STANON?OS.

4. ALL WATERLINES SHALL 8£/NSTAllED WITH J6" /JINI/JIJIICO\£'i'.

5. THRUST RESTRAINTS SHALL 8£ 0€SICNED ANO INSTALL.£!J AT ALL TEES. CROSSES, BENOS {HORIZONTAL ANO VfRTICAL}. AT SIZE CHANCES ANO AT FIR£ H'fflRANTS. 62 64
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80 0+00 0+87
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
C-4.1

UTILITY PROFILE
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2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
HYDROMODIFICATION NOTE:SITE TREATMENT AREA NOTE:

STORMWATER MANAGEMENT NOTES:

STORMWATER

MANAGEMENT PLAN LEGEND
C-5.0

STORMWATER

MANAGEMENT PLAN
0'
1 INCH =
4' 10' 20' 40'
20 FT
CITY OF SANTA CLARA C.3 TREATMENT

FACILITIES CONSTRUCTION NOTES

SOURCE CONTROL MEASUREMENTS
LABELS:
0 >-::!E l?( o .
:faii
UJ g
co
n ____f"""c______
TH£ PRO.ECT IS EXEMPT FROM H'rfJRCJMOOlflCArKJN R£QU/RD,/£Nrs PCR mc SANTA a.ARA COONTr CJ TEOINICAL CUID.wcE DOCUMENT. THE PRO.£CT IS EXDrlPT FROM H)1)R()IJ(X)IFJC"()N DI.IC TO Tl/£ sm: 8£JNG LOCATCD IN A WATCR SHCD GRCATER rl/AN 65%/J.tPff?IAOUS.

THIS PRO.ECT IS RfPU.CINC /JORE rHAN 50X OF TH£ EXISTING /MPCR',100S ARCA ANO T'HEREFORE 1111ST m£.AT TH£ ENTIRE SITE.
0 i~~WJ£LING
0 <gJ,~SD~tSH SltwAOC Ali'f"A:
eABKMENUE -~'\:-__ _ (57'WIDE) V
(PU!UCSTI<El)

BIOTREATMENT PLANTS

KEY SIZE BOTANICAL NAME COMMON NAME SPACING WUCOLS
CA 5 gal Callistemon v. 'Little John' Dwarf Botllebrush 36•o.c. CE 5 gal Chondropetalum elephantinum Large Cape Rush so·o.c. CT 5 gal Chondropetalum leciOfum Cape Rush 4s•o.c.

FG 1 gal Festuca glauca 'Elijah Blue' Blue Fescue 1To.c .

JP 5 gal Juncus patens 'Elk Blue' Califomia Gray Rush 1a·o.c.

BMP Summary Table
Dra inage TOTAL AREA IMPERVIOUS ARE PERVIOUS AREA Percent TCM Sizing Treatment Area Treatment Control Treatment Adequate A,ea sq. ft . Ac . sq. ft. Ac. sq. II . Ac. lmper,,;ous Method Required (sf)" Method Prwded (sf) Sizing OMA-1 4,337 0.10 4,126 0.095 211 0.005 95% 4% Rule 165 Bioretention Area 181 OK OMA-2 780 0.02 746 0.017 33 0.001 96% 4% Rule 30 Flow Through Planter•• 33 OK OMA-3 643 0.01 609 0.014 34 0.001 95% 4% Rule 24 Flow Through Planter·• 34 OK OMA-4 4,734 0.1 1 4,482 0.103 252 0.006 95% 4% Rule 179 Flow Through Planter·· 252 OK OMA-5 657 0.02 602 0.014 55 0.001 92% 4% Rule 24 Flow Through Planter•• 55 OK OMA-6 860 0.02 825 0.019 35 0.001 96% 4% Rule 33 Flow Through Planter·• 35 OK OMA-7 424 0.01 305 0.007 119 0.003 72% 4%Rule 12 Flow Through Planter•• 28 OK OMA-8 5,507 0.13 5,134 0.118 373 0.009 93% 4% Rule 205 Flow Through Planter"" 373 OK TOTAL 17,942 0.41 16,830 0.39 1,112 0.03 94% 673 991
• Treatment area required is based on 4% of the imper.ious area draining to the TCM. •• Roof runoff WI/ be convered to the flow through planters via dov.rlspouts. Actual locafions of the dooospouts will be designed during building permit process.

EB PROPOS{{)Pffi',1()1.JS AREA
~ PROPOS£D/UPfRlfOIJSAR£A
ffiffi 8IO-RC'r£NTION ARCA
SOC8 STORIIDRAJNCATCHBASIN
S08U STORII DRAIN BU88t£R
I. THIS PlAN PRESENTS /1/HHODS ANO CALCUU.TIONS FCR COMPL»NG IMTH TH£ R£WIR£MENT5 OF PROlfSION C.J OF TH£ 111.JNJCIPAL R£GKWAL STORltlWATER P£1/M/T IN ACCORDANCC lffTH TH£ SANTA ClARA CQUNrY PROGRAU ANO THE: arr R£0WRD,ENTS.

2. rHE:FOt.LOIIIHG TR£:A7IJ[NT/J£ASIJR£SAR£PROf'OS£D TOfiEGIJU,TE TH£0UAUTY Of STORA/ WA1ll'/.£AVINC rHE: SITE

2.1. BIO-RETENTION AREA - RUN(FF IN rHIS AREA IS OIRfCTED TO A BIO-RETENTION PLANTER/AREA FDR F/lTRArKJN, JNFII.TRATION ANO EVAPOTRANSPll?ATION PRIOR ro D:JSTING TH£ S11E. PLANTING ANO SOIi..

R£0U/RDllNT5 APPLY.

J. PROPOSEO STORM WA/ER PLANTERS HAVE BEEN SIZED 1V TREAT TH£ TOTAL AIIOONT OF MIP£R',1()1.JS ARCA PROPOS£D FCR TH£ 511£ AFTU? Pl.ANNING APPROVAL. n-tE SroRMWATfR CONVEYANCE TO EACH PU.NrER "'1.1 8£ COORDINAT'ED /!,ITHTH£PLIJll8JNC£NCIN££fl
I. DURING THE BECINNINC OF TH£ CONSrRUCTKh, TH£ PRaECT APPUCANT SHALL ARRANC£ FOR A SIT[ itSIT (INSPECTl()N) BY A THIRD-PARTY R£iffltfR ACCEPTABl.£ TO TH£ QTY OF SANTA lv.RA Tl/AT THC /NSTALl.[C} SrtWUWA/Di' TRE:Alli£NT ltl[ASUR£SHAl£8ffN CONSTRUCW IN ACCCRDANCE rtlTH TH£ APPR01£D8UIU)INC Pt.ANS. THf THIRO-PARTYR£iffltfR Hfl.L RECOIJJJ[Nl) THfNUIJ8EROFSIT[ INSPECTIONS ATOIF1TREHTINTCRVAlS OF CONSTRUCTION. TH£ TH/RO-PARTY Rrn£1t£R IIJUST 8£ A Ol>fl. £NGIN££/?, ARCHITECT OR LANDSCAPf ARa//TCCT REGISTER£D IN THf STATE OF CAUFCf/NJA ANO l,IIJST HAI£ A CURRfNT TRAJNJNG ON Sl'ORUWA/Di' TRf:ArufNTDCStGN. A USTOFOUAUFl£D THIRD- PARTYR£\f£1t£RS CAN 8£ FOUND ON TH£ SANTA lv.RA VALLEY URB.m RUNOFF POLLUTl()N PREVENTION PROGRAM (SCVURPPP} ltfB!JTC AT
ltWK.SCWRPPP- w.21(.COIJ/CONSl.ll..TANrs_LIST.SHTJ/l.

2. SOILS IN TH£ 8/QRITVITl()N FAOUT/£S SHOIJU) UffT TH£ 810TRf:ATU£NT SOIL /ilX (BSU) SPEaflCAT!ONS PCR SCWRPPP C.J SrtWUWA/Di' HANDBOOK, APPENDIX C. A UINIIIJUJI PCRCOU.rlON RATE: OF S INCH£S/HOUR AND A /IAXJJ,JUJI PCRCa.ATION RATE: OF 10 INCH£S/HOUR AR£ R£OU/R£D {INlrlAl INRJ.TRATION RATE: /JAY EXC££0 THIS TO ALLOW FOR TCNDENCYOFINFILTRArlONRATE: TOREDUCEOl-f7i' Tl/IE).

PLAT/NC SOIL LAYER SHOUl.1) BC AT LEAST 18 INCHES DffP. ca-/TRACTOR TO SIJBJJir IU,TfR/Al aRTIFICATES SICMD BY TH£ MATERIAL PROOIJCER, CERTIFYING THAT SOil COMPU£S "'TH; OR [J«:££05, SPEOFl£O R£0UIR[l,l[Nrs 'MTHIN 6 IIONTHS. .l PERIIEABLE DRAIN ROCK SHALL BE a,,.ss 2 P£R/I ROCK PER CAJ.TRAHS STANDARD SECTION 68-1.025. TH£ MATERIAL SHALL 8£ WASHED ANO FREE FROM QAY OR ORCANJCUATE:RIAL
-I. PERFORAW PIPE SHAJ.l 8£ 5a..VENT ll£l..D PVC SOI? J5 (OR APPROl£D EQUAL) 'MTH PERFa/AT!ONS FACEJ) DOIW. LOCATl()N OF TH£ PIPC VARIE5, SE£ PLAN.

S. INSTALLATION OF POROUS PA"91£NT ANO/OR VAUlrs SHALL 8£ OONC PER srANDARO OEWLS AND SPEOFICATl()NS. THIRO PARTY R£',fOU? OR l£Nl)()R SHALL INSPECT TH£ POROUS PA',£U£Nr ANO/OR VAIil.rs INSTAl.lATION (/Na.lJOINC IF NECESSARY, PCRFORMINC PCRCa.ATION TEST) ANO SV8U/r TH£JR CONCURRENCE L£m:R TO TH£0TYOFSANrA lv.RA

6. INSTAL.LATIONOFINT£RCCPTORTREESASATREATJl£NTCONTROl..ltl[ASVRESHALL 8£ /NSP£CTE:O TO l,f7i'/FY TH£ ACCURACY OF LOCATION. SP£0£S ANO NUUBER OF TH£1NT£RCCPTORTRECS.

7. FOR ANY LINO? PCN£7RATIONS, RAO/Al cur TH[ /.IN£R FOR PIP£ MASTIC ANO S£Al lffTHPIPEQAUP TOINSURC WATER-TICHrS£AL.

8. Sff LANOSCAP£ Pt.ANS AND SPEOFICAT!ONS FOR Pf.ANT/NC UAru?/Al.S It/THIN 8/0RfTEHTIONFACIUTIES.
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
C-5.1

STORMWATER DETAILS
r""TR£Na<- S'l'S1DIJ(J(J(Jll1H SLOTDRAJN rR "'"'""',00,,. lfDOIIEl AT 12•0.c
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SECTION
-----~B=IO~R=E~TE=N~T...,_,IO=N.,__,_A""'R,,,_EA,_,__ ____ ____J0 2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
C-5.2

STORMWATER DETAILS
N
/'.0,/4:0,/4:00,/4:-v'. P /'\
= I. INSTAU.Arot 108£COI/PtE1CDINACCCll!MNCC 111TH
IIAMIFACTURER'SSP!CIFICA"f/CNS

2. 00 NOT SCALC ORAl#NCS
.J. PRO&" SVPl'lDIENTAI.. IRRIGATKM FOR SEASQYA/..

DROUGHT SUPP<RT OF 1R££S .t SOIL

4. TR££ANfJPU,NTINCINSTAJ1.£/JIN/JIO-TRfATll£NTSOI.

AR£ ro calFTRftl AND ca/PI..Y ro APPEJIDIX D OF TH£
C.J S7!'1i!liWA1CR~

5. SC£ U,NDSCAPC ORAl#NCS FOR TR££ Pf.ANTWC
RE(XJlfl£Jl£NTS ANO DUALS

6. 5££/RRIGATKMPI..AHSFORIRRIGATKMOFSOILCCU
..,..,
PEMDRA1CD PIPC PCR Pf.AN IISTAJ.1. W/ PERffRA1/aiS DOHN AT 80110ftl OF PO?MfA8LC ROO<. FOR Dll'A I THC P£RRl?A1CD PIPC lltU. 8£ LOCA1CD IIITHIN THC aASS I PCRftlC.AIJLE DRAIN ROO< (SC£ S£CrotM£W8El.0-,
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SECTION
(D SOtCCl18AS£St()"(5XllAX
@ J"SPACINC8CTWENSOI.CCUSAT8AS£ @ 4• 111N. AGQifG,41[" SIJ8 BASE CCIIPAC1CD TO 95X RaA111£ CfMPACTK»I STANDARD PROC"f'Cl"i
@ rr~c:w 1095C'Ra.Am£"CCIIPAC1'1(N
® ~=triTCD 1095C'RaA111£CCIIPAC'TKM
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@ NOTIJSED @ 4" ftllN. OIAJl£1ER APPROIED caJ8I.E
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1£1ifl.0WSf)PFC, SC£PU,N
M£W Fat C(WTMIJA TKW, 91£
#A1l121Al. AND SUIPfS.
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
C-6.0

EROSION CONTROL PLAN
0'
1 INCH =
4' 10' 20' 40'
20 FT
WATER POLLUTION CONTROL NOTES:

LEGEND
»-~:
y // :

CONSTRUCTION£NTRANC£,IDJT~
CONCRETE WASHOUT~
/~
,/
/'
PARCEL 2
r£n SII.TFfNC£~
A
SANOBAGBARRtai
fi DRAIN/NL£TPROT£CTION'(f:.!J)
-=~
A. TDIPORARY caiSTRUCOON ENTRANC£/[)(JT LOCATION SHOt/lN IS APPROXl/iAIE CONTRACTOR TO PROWJC LOCATION 'Ml£RE APP((a>R/AT£

8. THIS PLAN f?fJ'RESENTS POSS8l£ WAIDi' POLLUTION CONTROL MEASURES JNCI.IJOIH(; £ROSIQN CONTRa. AND S£Dlll£NT CONTROL
C: EXJSrlNG Sl/f/FACCS SHALL 8£ UNOISWR8£D TO THE EXTENT PRACTICAL

0. GROUND WATERSHALLNOTB£D/Sa-lAHGCD ltl'll-fS'fORI,/ WArER GROUND WAT£R DEWArERINC OffRATKNS SHAU 8£ coal{)JNATED AS NEEDED It/TH OltNER.

E. CONTRACTOR SHAU PROV/OC £1T£CTI\£ saL CO~ FOR ARf"AS OF CONSTRUCTION ACTl'i1Tr THAT HAI£ 8£EN DISTURBED AND AR£ NOT sa/£DUl.£D TO 8£ AC/1\£ FOR AT/.£AST /.#OA)S.

F. ALL EROSION CONTRa. ANO S£Dll,l£NT CONTROLS TO 8£ OBTAIN£D INSTAU£0 ANO MAJNTAJN£DAS/?EOUIR[[) /NPRO.ECT Slll'PP.

G. CONTRACTOR TO INSTAU RUN- ON ANfJ RUN- OFF CONTROi.. JIEASUffS ACCORD/NC TO Pt.ANS OR AS NffCSSARr ro [NSUl?c SCOIU£NT IS NOT TRANSPCRT[[) FR<:M SITE.

H. CONTRACTOR TO PROWJ£ 8A(J(-IJP f.ROS10N PRC'£NTION /JfASUR£S (sat STABIUZATION) MHH SCDll,l£NT CONrr«X Al£ASl/R£S SVOf AS STRAW WAml"S SILT F£NC£, Q?,Ofi JNI.H FR.TCRS, ANO/a? SCD/MENT TRAPS a? BASINS. £HS1JRt CONTROi.. 11£.ASURCSARf AD£CllAT£ INPLAC!; ANO IN OPU<ABlECONDITIONS.

SEDl/tlfNT CONrROI.S, INCI./JOING IN/.U PROTECTION, AR£ NECESSARY BUT SHCXJW 8£ A SlCONOARY DCF[NS[ 8£HINO GO<XJ fROSION CONTRa AlfASURtS.

I. STOCKPIL£ LOCATION{S) TO 8£ DlTfRMIN£D BY TH£ CONTRACTOR. COffiDINATE IIHH SITEOSP.

J. ALL CONCRHE: TRUCXS TOUS£CfflJrf:WAS'fBUO<ITSFORCONCRITERINS£, Al.1.

CONa?CTE PUMPS TO CAPTUR£ CONa?crE RINSE IN SECONDARY CONTAJNM£NT AND PROPfRl_y()lg,()5£
/(. STRf:Er SfltffPING SHALL 8£ alro(f.D DAIi. r TO £Nst/R( DlPOSITE:D SCDIMfNr AND 0£BRISDOCSNOrENTER TH£ STORM DRAIN SYSTal. US£R£C£NffiATIVE: VACUUJI STREIT Cl£ANER TO /J/1/GATE: AJR ANO WATER POi.LUT/al.

L RUN«F rHA r HAS cc,wrACTED AMENOCD SOIL AREAS SHALJ. NDr BE ALLOIIED TO LEAVE: 'THE 9TE: CB E:NTER 'THE STORM DRAIN SYSTEM.
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
C-6.1

EROSION CONTROL DETAILS
Stabilized Construction Entrance/Exit
"' Um .. lhe °"" •
ollM ....
_
_
l ._ol<w<ICIOl-ll<o,
.. ,. ... , ..
"WI
Souro& lor Gfai)hic;a: Celilorroll S-lef BMP Handbook. Cllilon'lill Slo!mweter0uali!yAssodation • .lallu9,y2003.

Available from - .caomc,ha,ldbooka.011111.

Silt Fence
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:!i"."""C-rolF,oldMMHW.4lhEdilion(pqrC•?l)or
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aJJiliootal.-o11on>a1h·,CM1rolmca.umt, .... -ed
immtdi>1<l7.•·11h,n2-t"'-'>olill<pn,t,lcmbein1Nlml,fied.

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k>p1nmtorminimitt1n<lin~orn1on1olhc
publio<<lttff !l)'SlfflLA p::m,I or prnpriocaiy
dc-.Wcor,smooli,1110fttf1lfl<d~:titisrcquirndfor allsite<.Clconupof 1n<k«IIIWffialihallbt pn,,idcdbymoan,;of1"""1•""'-,,._"'prior"'an
approachincain.-.ffll.Oflllctitonc,,lllh<:mJ of...,.•<ndaylhao.,,.,oriali>lnd:cd.or.mo<c fn:que,,ily .. delfflninnlby1beC°""'fl">I'«~.-.
kcf .. coE"'"""1.tSed;,,,,,n,conu,,1~-.,1c1M:t<1tW.
4th[<litM(paa,,,IJ.)IIOll-)))orlatnl
'lfggp l>DIID lnlt1 mlCWh ll11ii0 Ink:! e,w:aur
All inku •ith,n the •io<inity<Jlthc.,..,;oct and
"'Mhin the pmj«t l,mits ,!\all be p;olffl<-d • ·i1h
IP"ll\-.:l~pla«d-ndink:ts..-othcr ink-1
proimion.A11ocalioM•hcn,0"""""'°i~an,
pM<n~ sw..-.1 ~b<rn>k,or MaLod Jilh
'"°"""'
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~s .. ......., .. ......-runofr>Nlllbc
1llo,,N1odnlini,,1<> 1hc0,;1,,,a•nd.'orprop::i,,c,I
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voond•·11--111t1il"l'l""'J'f'lo.,...ion
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~ :l',...-.111ec1,.,;i,....,11no1berlacodin
-oronpo,-.:t1-.,1Jorrm111ndi<tnp<ata1y siot:kpilc,..,_U bc pmk'Cln.l with lf'l'l")pril~ ........,.-"'>l...........:wps. .. .--balcJ.iih r-.m.)10.-.:iillWNootk.-....,lht:-iw
orm1<tthe...,.,..<hin .. y<1<mmnri1Jhbori"1

2. !·:z-~~~1:::::..,
"°"""""'-,<11....,.;.,,,-i...i,mon1cuntrol.hi.
r<qtlitedlhll!Cmp<lm)'...,.""'<ontml-=
•"l'!'iicd1oall di,1111btdtoil""""priorkl1nlin
<Wal.~lbt-iny-.,,,_<ontml
:::":,':;".!;°.appliod..,ffooi<-ML<>contn>lwind
J. IIJ<Pl'l1ion& M1Mllmiflrl'• Dmwbtd.-..ofthc
Projcn·o1M<.klnli<>M•·~•'--hicln.m1cror
Hillh<,i1<.-allffll<IOlland..Jimentron!rolo
dwarclclmlilicdnponollhcEro.ionCon1rol
Pbm"""'bein.poctedbylhcCon,nnorbef.-.;.
dwifte..-l u,po,iod<.Prol>lomattaS<lllll
bewnlilled Uld"l'l""'f"'M~addi1"""'I ontl/
orohtm11i•-.:-1n>lm<:tiU<Clim,lcrncma.-J
=~:;:'ly.withi•2-1 ha.noflhcpn:,l,k,n bcin1

4. ~:l'riottoprojcct°"""""'Klllond
>i:pofrb)'lb<Coun1y l ............ >hall be rn=dcd. plantcd.m land,;oapnl l<>minimWC d,cJ""<W(ial for('roalOIIODlhc....a.j«-,•i1<
S. l!Wll bt1beO,.·..,-•..ic-.-.nor•,....,...,.bility kl ,,..inu,inoonlrOl<Jlill<m1in:""""noo1iool"J'lt'IIIKIII
-10lttplll<mlir<•i1<incomr,l;.,,,.,.,;,h1hc
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6."""""'and!led-,to111ml-manai:<"""'t
practicadlallbcoponbkynrroundorwnil :-;w..,: is folly ..ui>liwd Oii landooapN Best Management Practices and Erosion Control Details Sheet 1 County of Santa Clara BMP-1
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
C-6.2

EROSION CONTROL DETAILS
Geotextiles and Mats
(ij
tcURMID:ttl 'lt:111 'i191
NQI(~
1 O-• -•to .. con•IN<t .. - "-"f""'"'"'' -~•'""'>. J. s, .. .,q.,.,~,_,..., _ _,,""'"'••-lllcotlon1

3. ...... - .._ .... , ....... ,--·~·
fVPIG,1,1 INSUII AJIQN Q[JAlj
Storm Drain Inlet Protection
Sourc. for Graphics: CalifMII, Stom1watllf BMP Handbook, Calilomla SLOrmwaterOualityAs$0Cialion, January2003.

Availablll lromwww.eabmphl,ncHx1oh.com.

Geotextiles and Mats
..
,_ .........
-
.. """''""" ...............
_,. .,_ "'•'"""_,,'" ., .. - - """contocL
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T'(PICA,b INSTAI I ATIQN OETAtL
Storm Drain Inlet Protection
- -~:.-·
JXP!CAI PBDIECTIQN EPB IN\ fl ON S&/MP
TYPICAi PBOIECDPN EQB 1NI fl ON C.RADC
..
, . .., ... _,.,_,_ .......... J, UM ..... _,, __ Ol_ •Ol•-

3. ..... fo,f'--t-.o....iO'-
. .............. ,_.,, ... joc .. , __ ... _ ..
,.,..,_ ........... , ........ _ ... ,..,,_, .. , .. -1c Pl PBq.pjCP!lUXPE .l
Entrance/Outlet Tire Wash
Storm Drain Inlet Protection
Pt PRCWfGY~YPr 2
, r.,_.,_ .. ...,. __ .,.,_.,,..._

2.s,,_-.,..,.,, •• ..,_ • .,_.,..,k,cn....._i1ar>qt1tofi,.._ 3. r::,::;c;;:..~::::::. - - .. 2:, •• , .. -"''-I"' ...... , ....

Fiber Rolls
Concrete Waste Management
""V,l.'l,lt,r"'
(Oll[OUtVOWII')
<>=~-- "1 r~l.-'J'
r~~~·)IUIUI!, ~°tt:i:1s 1,~~l.A'IO.ITOCTtRM!N[O
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Best Management Practices and Erosion Control Details Sheet 2 County of Santa Clara
s:::
.s
.....
§
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(I)
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2 0...

BMP-2
LEGEND
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

36.652 07. 2022
C-7.0

FIRE ACCESS PLAN
0'
1 INCH =
4' 10' 20' 40'
20 FT

FIRE NOTES

FIRE FLOW REQUIREMENTS
-~f:J)'i>-:
+ +
/ ///~
/
/ /
/ / ru-L___J
/ /
.,If
/ ----
IDRANT ro
/ ),;:><:fl~~~
EXISTINCFTREH"tOIWITTOREMAIN
+-
I. FIRE 0£PARTltl£NT EJ,1£l?GEHCY Aca"SS IS ro BE PRQl,f()fl} TO lflTHIN 150 FT OF AU POROONS OF TH£ o.aurr ANO All POROONS OF 1H£ £XlfRJCfi WALLS OF TH£ FIRST STrRY OF TH£ BU/WINGS AS M£AStMD BY AN APPROYm ACC£SS ROUTE AROUND TJC [XT[Rl()R OF THE:8/JH.OING Ofl FAOUTY.

2. THEMINll,IIJM tf/DTH OF A FIRE ACCESSl?OADWAYIS 26 F££T. BUIUJINGS ltff/CHDO NOT £XCffD JO F££r IN H£JGHT ANO/OR NOT R£QIJIR£D ro HAI£ PRJVATE FIR£ HIVRANTS UAY 8£ A MIN1MIJII OF 20 FEU IN tllOTH. FTRE ACCESS FIOAO SHALL HAI£ AN UNOBSTRI.JCTCO ~17CJ.L QLARANCr OF NOT LCSS rl/AN IJ. .5 FT. .1 £Jl£RGENCY ACCESS ROADS SHALl 8E D£SiGN£lJ AND MAINTAINED ro SUPPORT THE IMPOS8) LOAD OF A FIR£ APPARATUS ltflGHING AT LEAST 75,0QO LBS. ANO SHALL HAI£ A SIJRFAC£ PRO',f()ING ALL-llfAJHDi' ORIWIC CAPABIU11£S. GRADCS OF l£SS rHAN 10.f SHALL 8£ SURO,C£D l#TH A UIN CUSS 2 AGai'CGA TE BA.SC Ofl £(MVAL£NT NTH 95% COlilPACllON. ASPHALT Ofl C<wCRErE FINISH IS PREFERR[().

GRAOCS OF IS% 1V 2rn SHALL REOUIRC A NON-SKID ASPHALT Of? CONCRCTE SIJRFACC. OR EOJJ/VAl.£Nr. GRADCS 15X TO 20X SHAU. 8£ IJMITFD ro ,so FT IN I.EJIGT/-1.

THE INSIDE TURNING RAIJIUS FOR EMERGENCY APPARATUS ACCESS ROADS SHAll BE J6.5FT.
6flQWGRADf PABKING
CONSTRUCTIONrtPE::

GROSS PARKING ARCA: rou,SPRINIMRm
REFEREHCEFIREFI.OW
.fOFREF. FIREF/.OWRfOUJRED
R£0UIR8) FIRE FI.Olf';
RCQIJIR£D FIRE Fl.OW {X.H?A Tia/;
=
CONSTRUCTIONrtPC:

GROSSBlJILDINGFI.OORA/?£4:

FIJLLYSPRINKl.£R£D;
REFERENCE FIRE fl.OW
.fOFREF. FTREF/.OWRfOUJRED
R£0UIR8)F1R£fl011."
R£QIJIR£D FTR£ now ou,u 1/0N:
14,59JSF ""'' AUTOMATIC FIRE SPR1NKJ.£RS
/,j(/(J GPU (CFC TABt.£ 8105.1(2))

0.f (CFC TABi.£8105.2)
'"'°""" 2 HR (CFC TABt.£ 8105.1(2) .t 8105.2)
""'' ,.,,,,,, A/JTOMA1/C FIR£ SPRINKLERS
6,000 GPM (CFC TABi.£8105.1(2))
50% (CFCTABi.£8105.2)
0000 GPU
4 HR (CFC TABt.£ 8105.1(2) .t 8105.2)
&flJ/HRfQ NltMBfB Nill 'ifACJNG OC flRf HrTl&YJ1i
REOIJIR8) N/JM8ER CF H'tDRANTS: 5
A~AIZ H'tDRANT SPAONG; J(X) FT
(CFC TABt.CC/02.1)
(Cf'CTABL£C102. I)
Stormwater Treatment Planting,
Typ.

New Street Trees in
Tree Grates, Typ.

I
I
I
______ Q _S_SS',c_'_--~~~~~-E_N_~~~_:~-E~_!
Curb Ramps, S.C.D
I
I
I
I
I
I
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

Vehicular Concrete Type 1
At Driveways, Typ.

Building Above
J t
•
J t

THE GUZZARDO
PARTNERSHIPINC.

Landscape Architects • Land Planners
181 Greenwich Street
San Francisco. CA 94111
T4154334672
F4154335003
5ca1.,_1•- ,o·
r-, 10
Stormwater Treatment
Planter

GROUND FLOOR

LAYOUT PLAN
L-1 .0

05.17.23 New Street Trees, Typ.

Pedestrian Unit Pavers,
Type 1
Wood Deck Seat Walls
and Planters, Typ.

Curb Ramp, S.C.D.
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

Cafe Seating, Typ.

GROUND FLOOR RETAIL
PARTNERSHIP INC.

Landscape Architects • Land Planners
181 Greenwich Strfft
San Francisco, CA 94111
T4154334672
F 415433 5003
LOBBY

36.652
r------·\
I I
I I
: \
I '
I ',
I '

CORNER PLAZA

LAYOUT PLAN
L- 1 . 1
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA

KAPITAL PARTNERS LLC
KENNETH RODRIGUES & PARTNERS, INC.

Family Style
Seating, Typ.

BBQ Counter
Building Above
Guardrail, S.A.D. ----
;~ZZARDO PARTNERSHIP INC
Landscape Architects • Land Planners
181 Greenwich Street
San Francisco. CA 94 111
T415 4334672
F4154335003

36.652 05.17.23
I\ Umbrellas, Typ.

Porcelain Pavers
Type 1, Typ.

Unit Pavers Type 2,
Typ

SECOND FLOOR

PODIUM LAYOUT PLAN
L-1 .2
✓ _,,,,,,, ✓
/ _,,,,,,, ✓ ✓
2655 THE ALAMEDA
SANTA CLARA. CALIFORNIA

KAPITAL PARTN ERS LLC
KENNETH RODRIG UES & PARTNERS, INC.
/ / /
✓,,,,,,,,✓ ✓
_,,,,,,,✓
Guardrail, SAD.
/✓ ,,,,,,,,✓
/ ✓_,,,,,,,✓ ✓
Fixed Tables, Typ. --......__
Pedestrian Scale Pole /
_,,,,,,, ✓
Light, Ty,'.'.//'
✓_,,,,,,, ✓

OPEN TO BELOW

THE GUZZARDO
PARTNERSHIPINC. Landscape Architects • Land Planners
181 Greenwich Street
San Francisco. CA94111
T415433 4672
F4154335003

FOURTH FLOOR

ROOF LAYOUT PLAN
L-1 .3
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.17.23 THE
GUZZARDOPARTNERSHIPINC.

Landscape Architects Land Planners
San Francisco, CA 94111F 415 433 5003181 Greenwich StreetT 415 433 4672

LANDSCAPE IMAGERY AND

COLOR AND FINISH SCHEDULE
L-1.4

COLOR AND FINISH SCHEDULE

PLAZA BENCH DETAILS PLAZA BENCH DETAILS
PAVER TYPE 3 PAVER TYPE 2 PAVER TYPE 1

BBQ UNIT

BBQ COUNTER

STRIP LIGHT POLE LIGHT

TASK LIGHT STRING LIGHT

PING PONG TABLE

UMBRELLA WORK TABLE

FAMILY STYLE SEATING/TABLE

PLANTER POTS

TREE GRATE
Sweep perpendicular to path
•All colors to be: ( DAVIS; SCOFIELD; etc .)

PEDESTRIAN AND VEHICULAR ACCENT PAVING
Precast Concrete Pavers: specify manufocturer(s)
Type 1 ~:~!1t,.on~~~~~~v~;ci_:a~t-~~~~ Run ning Bond, Color· City Blend , AckerStone, Type 2 Flot Ash, 24"x24", Tile Tec h, ti let echpavers.com, 888.401.9979 Type 3 Terrazzo Grey Bloc k, 24"x24", Til e Tech, ti letechpove rs.com, 888.401.9979 PRE-CAST PLANTERS Precost planters/saucers: specify monufocturer(s) 0 Type 1 Urban Collection Pla nter US - 3600, 36"x29.5'\34 ", Color: Citron, tournesol.com, 510,471.6269 Controctor to submit sample to Landscape Architect for approval prior to acquisition or installation. Contractor to provide unit price.

LIGHTING FlXTURES
Pedestrian-scale Pole Light: See Electrical Drawings. BEGA 77-1 42 Pole top ® Lumino ire on 12· Po le. bega - us.com, 805.684.0533 Woll light: See Electrical Drawings. BK Lighting Yukon Lig ht, Sta ndard Direct Foceplate (Horizonta l), bklighting.com, 559.438.5900
_ e - String lights: See Electrical Drawings, BK Lig hting Catenary CY- AR -LED Lights, bklighting.com, 559.438.5900
--- Light Strips: See Electrical Drawings, Q Tran KURV- SC Flexible LED Light Strip, q- tran.com, 20J.J67.8777
TREE GRATES Tree Grate Jamison 4' Grate from Urban Accessories, urba naccessories.com, 877.487.0488

FURNITURE
0 0
El
Cafe Table and Chairs Chair: Chipman Armless Chair, 2rx20"x33", Color:
white. Tab le: Chipman J1" dia Dining Tob ie, J 1"x29", Co lor: Wh ite, Landscape Forms, landscapeforms.co m, 800.430.6206
Family Tobie and Choirs Chair: Morris Wood Insert Stoo l, 16"x 16"x28", Tob ie: Morris Wood Dinin g Table, 40"x80"x3 1 ~. Color: White Landscape Forms, londscapeform s.com , 800.430.6206
Study Table: Ta ke- Ou t Doub le Table, J 7 .5"x52.5"x30~, Color: Ocea n Landscape Forms, landscapeforms.com , 800.430.6206
Umbrellas: Umbrella: Solstice Cyg nu s Umbrel la, Co lor: Ocea n \JS7 Landscape Forms, landscapeform s.com , 800.430.6206 ED Ping Pong Tobie: Urban Conga Ping pong Table, th eurba nconga.com

BBQ GRILL AND COUNTER
BBQ: ~~~T[ P,S~~~~u~~-~;~,rc~~/99;•7 _:~ftne Gas Grill with Timer - Counter Top: 406 Clearskies Coun tert op, Caesa rStone, caesat st one.com . 877.978.2789
EV EV
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.17.23 THE
GUZZARDOPARTNERSHIPINC.

Landscape Architects Land Planners
San Francisco, CA 94111F 415 433 5003181 Greenwich StreetT 415 433 4672

GROUND FLOOR

PLANTING PLAN
L-2.0
North
0 Scale: 1" = 10'
5 10 20
-
CE
13 CT
34 JP
111
JP
18 CT
10 CA
21 FG
QUE CAN 7 36" BOX
QUE CAN 6 36" BOX

THE ALAMEDA
9 TJ
-
LL
-
LL
25TJ
6 PF
-
LL
LYO FLO 6
36" BOX
-
NC
-
LL
4 PF
3 TJ
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.17.23 THE
GUZZARDOPARTNERSHIPINC.

Landscape Architects Land Planners
San Francisco, CA 94111F 415 433 5003181 Greenwich StreetT 415 433 4672

SECOND FLOOR PODIUM

PLANTING PLAN
L-2.1
North
0 Scale: 1" = 5'

2.5 5 10
3 AA
9 AH
-
LL
9 SM
5 LB
4 LB
5 AH
6 LB
1 AA
3 SM
-
LL
-
LL
3 AH 3
LB
7 SM
-
LL
8 LB
-
LL
4 AH
3 AA
6 SM
3 AB
3 AB
13 CR
-
CR
ACE PAL 3 15 GAL
ACE PAL 2 15 GAL
ACE PAL 4 15 GAL
Planter BNot to Scale
1 AZ 4
EC
-
SR
Planter ANot to Scale
-
SR
-
SM
1 CO
2 EA
AA
A A A
A
A
A
AAAA
----, I

I I I I I I
0 2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.17.23 THE
GUZZARDOPARTNERSHIPINC.

Landscape Architects Land Planners
San Francisco, CA 94111F 415 433 5003181 Greenwich StreetT 415 433 4672

FOURTH FLOOR ROOF

PLANTING PLAN
L-2.2
North
0 Scale: 1" = 5'

2.5 5 10
Planter BNot to Scale
1 AZ 4
EC
-
SR
Planter ANot to Scale
-
SR
-
SM
1 CO
2 EA

OPEN TO BELOW
A
A
A A
A
A
AA
B
B
B
,
/
,
,
, ·
,,
.,,,,,-· ,,,,,
/ / / / / /
/ 0
EV EV
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.17.23 THE
GUZZARDOPARTNERSHIPINC.

Landscape Architects Land Planners
San Francisco, CA 94111F 415 433 5003181 Greenwich StreetT 415 433 4672

TREE DISPOSITION PLAN
L-3.0
North
0 Scale: 1" = 10'
5 10 20

TREE DISPOSITION LEGEND
Existing Tree to be RemovedExisting Tree to Remain
1 Number of Trees On Site
0 Number of Tree to Remain On Site
#00
#00
Tree Disposition and Replacement Summary:

X
26 Number of New Trees Proposed
X 1 Number of Trees to be Removed On Site
THE ALAMEDA See Landscape Plan for Type, Size, and Location Ex. Liquidambar to
be removed
2655 THE ALAMEDA

SANTA CLARA, CALIFORNIA
KAPITAL PARTNERS LLCKENNETH RODRIGUES & PARTNERS, INC.

36.652 05.17.23 THE
GUZZARDOPARTNERSHIPINC.

Landscape Architects Land Planners
San Francisco, CA 94111F 415 433 5003181 Greenwich StreetT 415 433 4672

PLANT PALETTE AND NOTES
L-4.0

PLANT PALETTE

KEY SIZE BOTANICAL NAME COMMON NAME NOTES
TREES * 24" box standard unless notes otherwise.

WUCOLS

SHRUBS AND GRASSES

KEY SIZE BOTANICAL NAME COMMON NAME SPACING WUCOLS
AA 5 gal Agave attenuata Fox Tail Agave 60" o.c. L
LL 5 gal Lomandra longifolia 'Breeze' Dwarf Mat Rush L 36" o.c.

PF 5 gal Phormium 'Firebird' New Zealand Flax 36" o.c. L

GROUNDCOVER

KEY SIZE BOTANICAL NAME COMMON NAME SPACING WUCOLS

SUCCULENTS

KEY SIZE BOTANICAL NAME COMMON NAME SPACING WUCOLS
AB 5 gal Agave 'Blue Flame' Blue Flame agave 30" o.c. LEC 1 gal Echeveria crenulata Echeveria 12" o.c. LSM 1 gal Senecio mandraliscae Blue Chalk Sticks 30" o.c. LSR 1 gal Senecio rowleyanus String of Pearls 12" o.c. L

BIOTREATMENT PLANTS

KEY SIZE BOTANICAL NAME COMMON NAME SPACING WUCOLS
CT 5 gal Chondropetalum tectorum Cape Rush 48" o.c. L
JP 5 gal Juncus patens 'Elk Blue' California Gray Rush 18" o.c. L CO 5 gal Crassula ovata Jade Plant 60" o.c. L
CE 5 gal Chondropetalum elephantinum Large Cape Rush 60" o.c. LLB 5 gal Lotus berthelotii Parrot's Beak 30" o.c. L FG 1 gal Festuca glauca 'Elijah Blue' Blue Fescue 12" o.c. LAZ 5 gal Aeonium arboreum Black Rose Aeonium 18" o.c. LAH 5 gal Anigzanthos hybrid 'Harmony' Yellow Kangaroo Paw 30" o.c. L ACE PAL Acer palmatum Japanese Maple M
EA 5 gal Echeveria agavoides 'Lipstick' Lipstick Echiveria 12" o.c. LCR 5 gal Carex testacea New Zealand Hair Sedge 18" o.c. L QUE CAN Quercus canbyi Sierra Oak L
15 Gal36" Box
VINES

KEY SIZE BOTANICAL NAME COMMON NAME SPACING WUCOLS
TJ 15 gal Trachelospermum jasminoides Star Jasmine 24" o.c. L FG 1 gal Festuca glauca 'Elijah Blue' Blue Fescue 12" o.c. L CA 5 gal Callistemon v. 'Little John' Dwarf Bottlebrush 36" o.c. L LYO FLO Lyonothamnus floribundus ssp. aspleniifolius Catalina Ironwood 36" Box L NC 5 gal Nephrolepis cordifolia Southern Sword Fern L 30" o.c.

LANDSCAPE AND IRRIGATION DESIGN NOTES

1. All planting is to be irrigated with an automatic underground irrigation system. The new landscape area is less than 1000 s.f., so will be irrigated off the domestic supply, with appropriate sub-metering, backflow devices, flow sensors, and master valves inaccordance with City landscape water use requirements.

2. All planting areas shall be irrigated with subsurface drip irrigation systems, or with bubblers, to provide high efficiency water application for the project. “Smart” weather sensing irrigation controllers shall be used to provide the maximum efficiency for the irrigation system.

3. All planted areas shall have a 3” layer of recycled wood mulch applied to reduce water use and create a neat weed free environment.

4. All street trees shall be irrigated from the on-site irrigation system.

5. The existing Pistache street tree shall be preserved and protected during construction.

PLANTING NOTES

1. All work shall be performed by persons familiar with planting work and under supervisions of a qualified planting foreman.

2. Plant material locations shown are diagrammatic and may be subject to change in the field by the Landscape Architect before the maintenance period begins.

3. All trees are to be staked as shown in the staking diagrams.

4. All tree stakes shall be cut 6" above tree ties after stakes have been installed to the depth indicated in the staking diagrams. Single stake all conifers per tree staking diagram.

5. Plant locations are to be adjusted in the field as necessary to screen utilities but not to block windows nor impede access. The Landscape Architect reserves the right to make minor adjustments in tree locations after planting at no cost to the Owner. All planting located adjacent to signs shall be field adjusted so as not to interfere with visibility of the signs.

6. The Landscape Architect reserves the right to make substitutions, additions, and deletions in the planting scheme as felt necessary while work is in progress. Such changes are to be accompanied by equitable adjustments in the contract price if/when necessary and subject to the Owner's approval.

7. The contractor is to secure all vines to walls and columns with approved fasteners, allowing for two (2) years growth. Submit sample of fastener to Landscape Architect for review prior to ordering.

8. All planting areas, except lawns and storm water treatment zones (as defined by the civil engineer), shall be top-dressed with a 3" layer of recycled wood mulch, "Colored Wood Chip" by Vision Recycling (510.429.1300; www.visionrecycling.com) or approved equal. Planter pots shall be top-dressed with "Colored Lumber Fines" mulch by Vision Recycling. Mulch shall be Brown in color. Submit sample to Landscape Architect for review prior to ordering. Hold all mulch six (6) inches from all plants where mulch is applied over the rootball.

9. All street trees to be installed in accordance with the standards and specifications of the City of Santa Clara. Contractor to contact the city arborist to confirm plant type, plant size (at installation), installation detailing and locations prior to proceeding with installation of street trees. Contractor is to obtain street tree planting permit from the city, if a permit is required, prior to installation of street trees. Contractor isto consult with the Landscape Architect during this process.

10. Plants shall be installed to anticipate settlement. See Tree and Shrub Planting Details.11. All trees noted with 'deep root' and those planted within 5'-0" of concrete paving, curbs, and walls shall have deep root barriers installed per manufacturer's specifications. See specifications and details formaterials, depth of material, and location of installation.

12. The Landscape Contractor shall arrange with a nursery to secure plant material noted on the drawings and have those plants available for review by the Owner and Landscape Architect within thirty (30) daysof award of contract. The Contractor shall purchase the material and have it segregated and grown for the job upon approval of the plant material. The deposit necessary for such contract growing is to be born by the Contractor.

13. The project has been designed to make efficient use of water through the use of drought tolerant plant materials. Deep rooting shall be encouraged by deep watering plant material as a part of normal landscape maintenance. The irrigation for all planting shall be limited to the amount required to maintain adequate plant health and growth. Water usage should be decreased as plants mature and become established. The irrigation controllers shall be adjusted as necessary to reflect changes in weather and plant requirements.

14. The Landscape Contractor shall verify the location of underground utilities and bring any conflicts with plant material locations to the attention of the Landscape Architect for a decision before proceeding with the work. Any utilities shown on the Landscape drawings are for reference and coordination purposes only. See Civil Drawings.

15. The design intent of the planting plan is to establish an immediate and attractive mature landscape appearance. Future plant growth will necessitate trimming, shaping and, in some cases, removal of trees and shrubs as an on-going maintenance procedure.

16. Install all plants per plan locations and per patterns shown on the plans. Install all shrubs to ensure that anticipated, maintained plant size is at least 2'-0" from the face of building(s) unless shown otherwise on the plans. Refer to Plant Spacing Diagram for plant masses indicated in a diagrammatic manner on the plans. Refer to Plant Spacing Diagram for spacing of formal hedge rows.

17. Contractor to provide one (1) Reference Planting Area for review by Landscape Architect prior to installation of the project planting. The Reference Planting Area shall consist of a representative portion of the site of not less than 900 (nine hundred) square feet. Contractor to set out plants, in containers, in the locations and patterns shown on the plans, for field review by the Landscape Architect. The Reference Planting Area will be used as a guide for the remaining plant installation.

18. The Maintenance Period(s) shall be for 60 (sixty) days. Portions of the installed landscape of a project may be placed on a maintenance period prior to the completion of the project at the Owner's request and with the Owner's concurrence.

19. Contractor to verify drainage of all tree planting pits. See Planting Specifications. Install drainage well per specifications and Tree Planting Detail(s) if the tree planting pit does not drain at a rate to meet the specifications.

20. Contractor shall remove all plant and bar code labels from all installed plants and landscape materials prior to arranging a site visit by the Landscape Architect.

21. VersiCell drainage board or approved equal is to be installed in all on-structure planters and all pre-cast planters/pots as shown in the drawings. Material available through: TourneSol SiteWorks, Union City, CA 800.542.2282. Allow at least 4 weeks lead time for ordering product. All VersiCell board shall be completed covered with filter fabric as shown in the drawings and per manufacturer's specifications.

22. All tree rootballs shall be irrigated by water jet during the sixty (60) day maintenance period established by specifications. This irrigation shall occur each time normal irrigation is scheduled.

23. The Landscape Contractor shall, as a part of this bid, provide for a planting allowance for the amount of $5,000.000 (Five Thousand Dollars) to be used for supplying and installing additional plant material asdirected by the Landscape Architect and approved by the Owner in writing. The unused portion of thealllowance shall be returned to the Owner at the beginning of the maintenance period.

I I I I I I I I
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-767 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Action on Resolutions Approving an Installment Sale Financing and Authorizing the Execution, Delivery and Sale of Wastewater Revenue Certificates of Participation and related Agreements in a Principal Amount not to Exceed $38 million to Finance and Refinance Capital Costs of the San JoséSanta Clara Regional Wastewater Facility; and Approval of the Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara (“City”) is a co-owner of the San José-Santa Clara Regional Wastewater Facility (“RWF”), which is undergoing a major capital improvement program of nearly $1 billion over the next 10 years. Under the Sewage Plant Agreement dated March 30, 1959, as amended, the City is obligated to contribute its share of the capital costs of improvements to the RWF. The City’s planning forecasts assumed that a portion of these contributions, currently projected to total $98 million in Fiscal Years 2023/24 through 2027/28, would be financed through the sale of sewer system obligations, repaid over time from the net revenues of the sewer system (the “Net Revenues”), to spread the cost between current and future sewer ratepayers.

In 2020, the City and the City of Santa Clara Public Facilities Financing Corporation (the “Corporation”) entered into an Installment Sale Agreement (the “2020 Installment Sale Agreement”) for the purpose of providing financing for the City’s share of certain capital costs of improvements to the RWF (the “2020 Project”). The Corporation assigned its interests in the 2020 Installment Sale Agreement to JPMorgan Chase Bank, N.A., who provided the funding for the 2020 Project. The 2020 Installment Sale Agreement was structured as a draw-down financing facility in a maximum principal amount of $50 million, of which the City has drawn down $20 million.

The enclosed Resolutions authorize documents and actions related to the execution and delivery of Certificates of Participation to refinance the 2020 Installment Sale Agreement and raise funds for additional RWF capital costs, in a total amount not to exceed $38 million.

DISCUSSION
Staff developed a financing plan with the assistance of the City’s financing team, KNN Public Finance (municipal advisor) and Jones Hall (bond and discloser counsel).

Reflecting the common practice in California, the current financing will be structured as an installment sale agreement (the “Installment Sale Agreement”) between the City and the Corporation, which will assign its rights to payments thereunder to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Trustee will execute and deliver Certificates of Participation (the City of Santa Clara Page 1 of 7 Printed on 8/24/2023
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“Certificates”), evidencing direct, undivided fractional interests in the installment payments made by the City to the Corporation. The Certificates will be sold to an investment bank, as underwriter, for subsequent sale to investors.

In 2016, the City and the Corporation entered into an Installment Sale Agreement (the “Trimble Road Installment Sale Agreement”) for the purpose of providing financing for the rehabilitation and replacement of the Trimble Road trunk sanitary sewer pipelines. The Corporation assigned its interests in the Trimble Road Installment Sale Agreement to JPMorgan Chase Bank, N.A., who provided the funding for the project. There is currently outstanding $6.5 million under the Trimble Road Installment Sale Agreement and debt service payments are due each February 1 and August 1 with a final maturity date of February 1, 2031. The City’s payments under the Installment Sale Agreement will be on a parity with payments under the Trimble Road Installment Sale Agreement.

The Trimble Road Installment Sale Agreement rate covenant requires the City to set Sewer rates at a level that are expected to generate Net Revenues (gross revenues minus operating and maintenance expenses) at a minimum of 110% of annual debt service. This rate covenant gives comfort to investors that revenue will be adequate to pay both operations and debt service expenses. The 110% covenant of the Trimble Road Installment Sale Agreement was proposed by JPMorgan Chase Bank, but is lower than the standard for the public bond market. Raising the covenant to the more common 125% level should result in a more favorable reception by investors and potentially lower borrowing costs. Given the City’s limited future borrowing plans for the Sewer system, the higher rate covenant is not expected to impact future Sewer rates. In addition, the current five-year Sewer forecast indicates that revenue coverage will average over 5-times estimated debt service over the forecast period.

Presented for your review and adoption are resolutions of the City and of the Corporation (the “Authorizing Resolutions”) authorizing and approving the following documents and actions relating to the proposed wastewater financing:

Authorizing Resolutions. There are two Authorizing Resolutions, one for the City Council and one for the City Council acting as the board of directors of the Corporation. The Authorizing Resolutions approve the financing and refinancing plan, authorize execution and delivery of the Certificates, and approve the other documents described below. The Authorizing Resolutions also authorize City staff to execute those documents, provided the final terms of the Certificates do not exceed a maximum principal amount of $38 million; and a maximum true interest cost of 5.50%. These amounts are conservatively set to provide the City with the flexibility to adjust the structuring of the Certificates as needed in the days leading up to the sale.

Installment Sale Agreement. Under the Installment Sale Agreement, the Corporation provides financing for the RWF costs through the sale of the RWF projects being financed and refinanced to the City in exchange for semiannual installment payments to be made by the City to the Corporation.

These installment payments will be made from and secured by a pledge of the Net Revenues of the City’s wastewater enterprise. Under the Installment Sale Agreement, the City will pledge to set rates, fees, and charges for the services and facilities furnished by the wastewater system during each fiscal year that are sufficient to yield Net Revenues at least equal to 125% of the aggregate amount of debt service due and payable on the Certificates, the Trimble Road Installment Sale Agreement, and any future debt issued on a parity with the Certificates. In addition, as a condition to incurring additional parity debt, Net Revenues in the prior fiscal year or latest 12-month period must equal at City of Santa Clara Page 2 of 7 Printed on 8/24/2023
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23-767 Agenda Date: 8/29/2023
least 125% of projected maximum annual debt service on the Certificates and the Trimble Road Installment Sale Agreement. The Installment Sale Agreement contains covenants and provisions designed to mirror similar provisions in the Trimble Road Installment Sale Agreement, since the Certificates will be payable on a parity basis with that agreement.

Trust Agreement. The Trust Agreement establishes the relationship between the City, the Corporation and the Trustee, which will serve as trustee on behalf of the owners of the Certificates.

This agreement sets forth key terms and conditions of the Certificates, including the allocation of the financing proceeds, prepayment provisions, covenants, the role of the Trustee, and the form of the Certificates. Under the Trust Agreement, the Corporation assigns and transfers to the Trustee its rights to receive installment payments from the City. The Trustee will use those installment payments to make interest and principal payments to the owners of the Certificates.

Preliminary Official Statement. This is the primary disclosure document for the Certificates and provides potential investors with information about the City and the wastewater enterprise, the security and sources of payment for the Certificates, financial and operational information regarding the wastewater enterprise, and outlines key risk factors for potential investors to consider.

Continuing Disclosure Certificate. This is attached as an appendix to the Preliminary Official Statement and sets out the City’s obligation to provide ongoing reporting to the owners of the Certificates and the larger municipal securities marketplace regarding the status of the Certificates and the City’s wastewater enterprise and finances.

Official Notice of Sale. This document will be distributed to potential underwriting banks in a competitive sale process by which underwriting banks will provide bids to purchase the Certificates at the lowest interest cost to the City.

Purchase Contract. This agreement will be used if market conditions at the time the Certificates are sold are such that a competitive sale is determined by the City and the City’s municipal advisor to be inadvisable and that a negotiated sale to an underwriter would produce a more favorable financing. If this occurs, the City will solicit proposals from investment banks to underwrite the bonds on a negotiated based, and the purchase contract will set forth the terms and conditions under which the underwriter will purchase the Certificates on the closing date for subsequent sale to investors.

All of these documents have been presented for approval as to form and will contain certain blanks related to the terms that will be completed when the Certificates are priced (such as principal amount, interest rates, amortization, and redemption terms) because those amounts will be a function of market conditions on the day the Certificates are priced.

Securities Laws. The attached Preliminary Official Statement has been reviewed and approved for transmittal to the City Council by the City’s financing team. The distribution of the Preliminary Official Statement by the City is subject to the federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws require the Preliminary Official Statement to include all facts that would be material to an investor in the Certificates. Information is “material information” if there is a substantial likelihood it would have actual significance in the deliberations of a reasonable investor when deciding whether to buy or sell securities. The City’s Authorizing Resolution approves the Preliminary Official Statement, and delegates to staff (a) the ability to make additional changes if needed, and (b) to sign a certificate on behalf of the City that deems the City of Santa Clara Page 3 of 7 Printed on 8/24/2023
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23-767 Agenda Date: 8/29/2023
Preliminary Official Statement substantially final for purposes of the federal securities laws.

The Securities and Exchange Commission (SEC), the federal agency with regulatory authority over compliance with the federal securities laws, has indicated that, if a member of a legislative body like the City Council has knowledge of any facts or circumstances that an investor would want to know about prior to investing in securities like the Certificates, whether relating to the City, the wastewater enterprise and its financial status, undisclosed conflicts of interest with interested parties, or otherwise, he or she should endeavor to discover whether such facts are adequately disclosed in the Preliminary Official Statement. The steps that a member of the City Council could take to fulfill this obligation include becoming familiar with the Preliminary Official Statement and questioning staff and other members of the financing team about the disclosure of such facts.

Amendment to Trimble Road Installment Sale Agreement. Also presented for approval is an amendment to the Trimble Road Installment Sale Agreement to modify the rate covenant to require Net Revenues to be at least equal 125% of aggregate debt service. This change is needed in order to make the Trimble Road Installment Sale Agreement consistent with the rate covenant proposed for the Installment Sale Agreement for the Certificates, which is in keeping with current credit standards for publicly offered debt.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations as they are fiscal activities which do not involve any commitment to a specific project that may result in a potentially significant physical impact on the environment.

FISCAL IMPACT
The recommended actions, if taken by the City Council, both in its role as the City’s governing body and as the governing board of the Corporation ensure that a portion of RWF-related CIP costs are, ultimately, financed by the issued debt. Financing these costs is a part of the ongoing strategy of the City to maintain reasonable and equitable sewer rates. Based on a debt issuance with net proceeds of $35 million, the current estimate of 5% as the cost of long-term borrowing, and assuming a 25-year repayment period, annual debt service on this fixed rate issuance is projected to be approximately $2.5 million, an increase of roughly $0.5 million over the estimate factored into the Sewer Utility’s latest 10-year financial forecast.

The requested authorization par value of not-to-exceed $38 million is higher than the expected amount of bonds to accommodate various options regarding the bond structure. It allows the bonds to be sold at a discount, pending interest rate structure based on market condition at the time of issuance, while ensuring the City receives net proceeds of $35 million. In some markets, underwriters will ask to buy bonds at a discount in exchange for lower nominal interest rates.

Discount bonds require a larger par amount to generate the same proceeds as bonds sold at par (100%). While a discount requires a larger par amount to generate the same proceeds, to the extent the lower nominal rate results in a lower all-in rate (cost) for the bonds, it would be in the City’s best interest to accommodate a discount. In addition, the higher authorization amount also takes into consideration all external costs of issuing the bonds.

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The FY 2023/24 and FY 2024/25 Biennial Operating Budget, adopted by the City Council on June 27, 2023, assumed net proceeds of $30 million to refinance $20 million principal outstanding of 2020 Installment Sale Agreement and borrow an additional $10 million to support the RWF. The net bond proceeds amount is recommended to be revised to $35 million and would provide additional RWF project funding. The debt repayment calculations in the Adopted Budget were based on the lower debt issuance amount and also reflected an annualized debt service amount. However, due to the timing of debt issuance, only a partial payment will be due in FY 2023/24, resulting in a lower debt repayment amount in the current fiscal year. On an ongoing basis, the debt service payment is projected to total approximately $2.5 million, which is approximately $0.5 million above the $2 million assumed in the budget. This higher amount will be factored into future budgets.

A budget amendment is recommended to reflect the $5 million increase in the net bond proceeds (from $30 million to $35 million) and to reduce the debt repayment amount due to the partial year payment in FY 2023/24. The additional debt proceeds are recommended to remain in the Sewer Utility Debt Service Fund. As RWF project funding is needed, the Department may appropriate this funding through future City Council action.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
Sewer Utility Debt Service Fund
Revenue
Bond Proceeds $30,000,000 $5,000,000 $35,000,000
Expenditure
Debt Repayment $24,041,553 ($1,506,135) $22,535,418
Fund Balance
Unrestricted Ending Fund Balance $1,963,704 $6,506,135 $8,469,839 Debt service payments would be made from Net Revenues, with the original repayments amounts included in the Sewer Utility’s 10-year financial forecast. The debt repayments will be updated in the subsequent fiscal years’ budget during the next budget cycle.

COORDINATION
This report was coordinated with the Department of Finance 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 City of Santa Clara Page 5 of 7 Printed on 8/24/2023
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23-767 Agenda Date: 8/29/2023
Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

ALTERNATIVES

1. That the City Council by Resolution and Motion Takes the Actions set forth in Items 1-3 in the Below List for City Council Action (five affirmative Council votes required as action involves the appropriation of additional revenue) and that the City Council, Acting as Board of Directors of the Corporation, by Resolution and Motion Takes the Actions set forth in Items 1-3 in the Below List for Corporation Action

2. Do Not Adopt City or Public Facilities Financing Corporation Resolutions and Direct Staff to Return with Alternate Financing Strategies and Necessary Budget Amendments

RECOMMENDATION
Alternative 1
City Council Actions

1. That the City Council by Resolution:
a) Authorize the financing and refinancing plan for capital costs of the San José-Santa Clara Regional Wastewater Facility set forth in the Resolution; b) Authorize and approve (i) the Installment Sale Agreement between the City and the Corporation; (ii) the Trust Agreement among the City, Corporation, and the Trustee, in substantially the form attached hereto;
c) Approve the execution and delivery of the Certificates, subject to the maximum principal amount, true interest cost and underwriting discount set forth in the Resolution; d) Approve the sale of the Certificates by competitive sale pursuant to the Official Notice of Sale relating to the Certificates in substantially attached hereto, or, by negotiated sale pursuant to the Purchase Contract in substantially the form attached hereto; e) Approve the Preliminary Official Statement, in substantially the form attached hereto, with such changes as may be approved by an authorized officer, and approve the execution and delivery of the Continuing Disclosure Certificate in the form attached as an appendix to the Preliminary Official Statement;
f) Authorize the designated authorized officers to execute all required agreements necessary to consummate any of the transactions contemplated by the agreements and documents approved under the Resolution and to make any minor non-substantive or routine changes to complete the financing transaction; and
g) Authorize certain other related actions in support of or related to the financing set forth in the Resolution;

2. That the City Council by Separate Resolution: Authorize and approve the Amendment to the Trimble Road Installment Sale Agreement between the City and the Corporation in substantially the form attached hereto with such changes as may be approved by an authorized officer; and

3. That the City Council by Motion: (a) Approve the FY 2023/24 budget amendment in the Sewer Utility Debt Service Fund to increase the bond proceeds estimate in the amount of $5,000,000, decrease the debt repayment in the amount of $1,506,135, and increase the unrestricted ending fund City of Santa Clara Page 6 of 7 Printed on 8/24/2023
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balance in the amount of $6,506,135; and (b) Require any and all of the above agreements approved by resolution be subject to the review and approval as to form by the City Attorney.

City of Santa Clara Public Facilities Financing Corporation Actions

1. That the City Council, Acting as Board of Directors of the Corporation, by Resolution:
a) Authorize the financing and refinancing plan for capital costs of the San José-Santa Clara Regional Wastewater Facility as set forth in the Resolution; b) Authorize and approve (i) the Installment Sale Agreement between the City and the Corporation; (ii) the Trust Agreement among the City, Corporation, and the Trustee, in substantially the form attached hereto;
c) Approve the execution and delivery of the Certificates, subject to the maximum principal amount, true interest cost and underwriting discount set forth in the Resolution; d) Authorize the designated authorized officers to execute all required agreements necessary to consummate any of the transactions contemplated by the agreements and documents approved under the Resolution and to make any minor non-substantive or routine changes to complete the financing transaction; and
e) Authorize certain other related actions consistent with the financing as set forth in the Corporation’s Authorizing Resolution;

2. That the City Council, Acting as Board of Directors of the Corporation, by Separate Resolution authorize and approve the Amendment to the Trimble Road Installment Sale Agreement between the City and the Corporation in substantially the form attached hereto with such changes as may be approved by an authorized officer; and

3. That the City Council, Acting as Board of Directors of the Corporation, by Motion require any and all of the above agreements approved by resolution be subject to the review and approval as to form by the City Attorney.

Reviewed by: Gary Welling, Director, Water & Sewer Utilities Reviewed by: Kenn Lee, Finance Director
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. City Resolution Approving Financing

2. Public Facilities Financing Corporation Resolution Approving Financing

3. Installment Sale Agreement

4. Trust Agreement

5. Preliminary Official Statement

6. Official Notice of Sale

7. Purchase Contract

8. City Resolution approving Amendment to Trimble Road Installment Sale Agreement

9. Public Facilities Financing Corporation Resolution Approving Amendment to Trimble Road Installment Sale Agreement

10. Amendment to Trimble Road Installment Sale Agreement City of Santa Clara Page 7 of 7 Printed on 8/24/2023
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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA CLARA APPROVING INSTALLMENT SALE

FINANCING AND AUTHORIZING THE EXECUTION,

DELIVERY AND SALE OF WASTEWATER REVENUE

CERTIFICATES OF PARTICIPATION IN A PRINCIPAL
AMOUNT NOT TO EXCEED $38,000,000 TO FINANCE AND
REFINANCE CAPITAL COSTS OF THE SAN JOSÉ-SANTA

CLARA REGIONAL WASTEWATER FACILITY, AND

APPROVING RELATED DOCUMENTS AND ACTIONS

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

WHEREAS, the City of Santa Clara (the “City”) owns and operates facilities and property for the collection and transmission of wastewater within the service area of the City (the “Wastewater System”), and wastewater which is collected by the City is transmitted for treatment to the San José-Santa Clara Regional Wastewater Facility (the “Wastewater Treatment Facility”) which is co-owned by the City and the city of San José pursuant to that certain Sewage Plant Agreement dated March 30, 1959, as amended (the “Wastewater Treatment Agreement”); and WHEREAS, under the Wastewater Treatment Agreement, the City is obligated to contribute its share of the capital costs of improvements to the Wastewater Treatment Facility, and the City is currently obligated to contribute funds towards the cost of constructing certain improvements to the Wastewater Treatment Facility (the “2023 Project”); and WHEREAS, the City and the City of Santa Clara Public Facilities Financing Corporation (the “Corporation”) have previously entered into an installment sale agreement dated as of June 1, 2020 (the “2020 Installment Sale Agreement”), for the purpose of providing financing for the City’s share of certain capital costs of improvements to the Wastewater Treatment Facility then owed by the City (the “2020 Project”); and
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WHEREAS, the City has determined that it is in its best interests to provide funds to finance the 2023 Project, and to refinance the 2020 Project through the prepayment in full of the City’s obligations under the 2020 Installment Sale Agreement, and in order to implement such financing and refinancing the City has proposed to enter into an installment sale agreement (the “Installment Sale Agreement) with the Corporation pursuant to which the Corporation agrees to provide financing for the 2023 Project and refinancing of the 2020 Project, and to sell the completed 2023 Project and 2020 Project to the City in consideration of the agreement by the City to pay the purchase price thereof in semiannual installments (the “Installment Payments”), which are payable from and secured by a pledge of and lien on the net revenues of the Wastewater System; and WHEREAS, for the purpose of obtaining the moneys required for the foregoing purposes, the Corporation has agreed to assign and transfer certain of its rights under the Installment Sale Agreement to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under a Trust Agreement (the “Trust Agreement”) by and among the City, the Corporation and the Trustee, under which the Trustee will at the written direction of the Corporation execute and deliver Wastewater Revenue Certificates of Participation, Series 2023 (the “Certificates”), in an original principal amount not to exceed $38,000,000, evidencing direct, undivided fractional interests in the Installment Payments; and
WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the execution, delivery and sale of the Certificates for the purpose of financing the 2023 Project and refinancing the 2020 Project; and
WHEREAS, pursuant to Government Code Section 5852.1 which became effective on January 1, 2018 by the enactment of Senate Bill 450, certain information relating to the proposed financing - 3 -
is set forth in Appendix A attached to this Resolution, and such information is hereby disclosed and made public; and
WHEREAS, the City Council has previously approved a Debt Management Policy which complies with Government Code Section 8855, and the proposed financing will be in compliance with said policy; and
WHEREAS, the City Council approves all of said transactions in furtherance of the public purposes of the City, and the City Council wishes at this time to authorize all proceedings and documents relating to the financing and refinancing as described herein;

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

1. Approval of Financing and Refinancing Plans. The City Council hereby approves the financing and refinancing plans described above.

2. Approval of Documents. The City Council hereby authorizes and approves each of the following financing documents, in substantially the respective forms on file with the City Clerk:
(a) the Installment Sale Agreement by and between the Corporation as seller and the City, as purchaser; and
(b) the Trust Agreement by and among the Corporation, the City and the Trustee, providing the terms and conditions for the execution and delivery of the Certificates.

Each of the Mayor, the City Manager, any Assistant City Manager, the Director of Finance, the Assistant Director of Finance, and any such other officer of the City as any such officer may designate (each an “Authorized Officer”), is hereby authorized and directed, for and in the name of the City, to execute and deliver the Installment Sale Agreement and Trust Agreement in the forms on file with the City Clerk and submitted to this meeting, with such changes, insertions and - 4 -
omissions as any Authorized Officer may require or approve, such requirement or approval to be conclusively evidenced by the execution thereof by an Authorized Officer. The City Council hereby authorizes the delivery and performance by the City of each of the foregoing documents.

3. Assignment by Corporation. The City Council hereby approves the assignment to the Trustee of certain rights of the Corporation under the Installment Sale Agreement, including the right to receive the Installment Payments, pursuant to the Trust Agreement.

4. Execution and Delivery of Certificates. The City Council hereby approves the execution and delivery of Certificates, payable in the years and in the amounts, and evidencing interest as specified in the Trust Agreement as finally executed; provided, however, that the original principal amount represented by the Certificates shall not exceed $38,000,000; and the true interest cost represented by the Certificates shall not exceed 5.50%.

5. Sale of Certificates.
(a) The Certificates shall be sold by competitive sale, subject to the limitations set forth in Section 4 of this Resolution, pursuant to the Official Notice of Sale relating to the Certificates (the “Official Notice of Sale”), in substantially the form on file with the City Clerk, which is hereby approved.

Jones Hall, A Professional Law Corporation, as bond counsel to the City, is hereby authorized and directed to cause a Notice of Intention to Sell Certificates, in form and substance acceptable to said firm, to be published once in The Bond Buyer in accordance with Section 53692 of the Government Code.
(b) Notwithstanding the provisions of paragraph (a), the Certificates may be sold on a negotiated sale basis, upon the determination by the Director of Finance, upon consultation with KNN Public Finance, LLC, the City’s municipal advisor (the “Municipal Advisor”), that the - 5 -
municipal credit markets are not, at the time scheduled for the sale of the Certificates, conducive to a successful competitive sale of the Certificates. In such event, the Certificates may be sold on a negotiated basis, to one or more firms selected by the Director of Finance through a competitive selection process, pursuant to a contract of purchase, between the City and the underwriting firm or firms so selected to purchase the Certificates, in substantially the form on file with the City Clerk (the “Purchase Contract”), and any Authorized Officer is hereby authorized and directed to execute the Purchase Contract on behalf of the City. If the Certificates are sold on a negotiated sale basis, the underwriter’s discount shall not exceed 0.5% of the original principal amount represented by the Certificates.

6. Preliminary and Final Official Statements. The form of Preliminary Official Statement, on file with the City Clerk, with such changes therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Certificates is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify in writing on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12). The preparation and delivery of an Official Statement, and its use by the underwriter of the Certificates in connection with the offering and sale of the Certificates, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, - 6 -
for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto.

7. Continuing Disclosure Certificate. The form of Continuing Disclosure Certificate, attached as an appendix to the Preliminary Official Statement on file with the City Clerk, with such changes therein as may be approved by an Authorized Officer, is hereby approved. Each of the Authorized Officers is hereby authorized, and any one of the Authorized Officers is hereby directed, for and in the name of the City, to execute and deliver the Continuing Disclosure Certificate.

8. Official Actions. Each Authorized Officer and any other officer of the City are each authorized and directed in the name and on behalf of the City to make and execute any and all certificates, requisitions, agreements, notices, consents and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by this Resolution and the agreements and documents approved under this Resolution, including without limitation any disclosures to and agreements or engagement letters with one or more rating agencies, bond insurance providers, entities involved in evaluating and qualifying the 2023 Project with regard to “Green Bond” standards, or any other third parties involved in the sale, execution and delivery of the Certificates. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Any actions previously taken by any officers of the City in furtherance of this Resolution are hereby ratified and approved.
- 7 -

9. Constitutionality, severability. If any section, subsection, sentence, clause, phrase, or word of this Resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the Resolution. The City of Santa Clara, California, hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.

10. Effective Date. This Resolution shall become effective immediately upon its adoption.

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

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 29TH DAY OF AUGUST, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
- 8 -

EXHIBIT A

REQUIRED GOOD FAITH ESTIMATES PURSUANT TO
GOVERNMENT CODE SECTION 5852.1
The following information consists of estimates that have been provided in good faith by the municipal advisor to the City:

1. True Interest Cost of the financing: approximately 4.06%.

2. Issuance costs and other finance charges payable to third parties: $501,875.

3. Amount of proceeds of the financing expected to be received by the City, net of proceeds for issuance costs in (2) above and net of capitalized interest (if any) and reserves (if any) paid or funded with the proceeds of the financing:
$35,400,000.

4. Total payment amount for the financing, being the sum of (a) debt service to be paid on the financing to final maturity, plus (b) any financing costs not paid from proceeds: $57,925,365.

RESOLUTION NO. _____(PFCC)

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING

CORPORATION APPROVING INSTALLMENT SALE

FINANCING AND AUTHORIZING THE EXECUTION,

DELIVERY AND SALE OF WASTEWATER REVENUE

CERTIFICATES OF PARTICIPATION IN A PRINCIPAL
AMOUNT NOT TO EXCEED $38,000,000 TO FINANCE AND
REFINANCE CAPITAL COSTS OF THE SAN JOSÉ-SANTA

CLARA REGIONAL WASTEWATER FACILITY, AND

APPROVING RELATED DOCUMENTS AND ACTIONS

BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION, AS FOLLOWS:

WHEREAS, the City of Santa Clara (the “City”) owns and operates facilities and property for the collection and transmission of wastewater within the service area of the City (the “Wastewater System”), and wastewater which is collected by the City is transmitted for treatment to the San José-Santa Clara Regional Wastewater Facility (the “Wastewater Treatment Facility”) which is co-owned by the City and the city of San José pursuant to that certain Sewage Plant Agreement dated March 30, 1959, as amended (the “Wastewater Treatment Agreement”); and WHEREAS, under the Wastewater Treatment Agreement, the City is obligated to contribute its share of the capital costs of improvements to the Wastewater Treatment Facility, and the City is currently obligated to contribute funds towards the cost of constructing certain improvements to the Wastewater Treatment Facility (the “2023 Project”); and WHEREAS, the City and the City of Santa Clara Public Facilities Financing Corporation (the “Corporation”) have previously entered into an installment sale agreement dated as of June 1, 2020 (the “2020 Installment Sale Agreement”), for the purpose of providing financing for the City’s share of certain capital costs of improvements to the Wastewater Treatment Facility then owed by the City (the “2020 Project”); and
WHEREAS, the City has determined that it is in its best interests to provide funds to finance the 2023 Project, and to refinance the 2020 Project through the prepayment in full of the City’s obligations under the 2020 Installment Sale Agreement, and in order to implement such financing and refinancing the City has proposed to enter into an installment sale agreement (the “Installment Sale Agreement) with the Corporation pursuant to which the Corporation agrees to provide financing for the 2023 Project and refinancing for the 2020 Project, and to sell the completed 2023 Project and 2020 Project to the City in consideration of the agreement by the City to pay the purchase price thereof in semiannual installments (the “Installment Payments”), which are payable from and secured by a pledge of and lien on the net revenues of the Wastewater System; and WHEREAS, for the purpose of obtaining the moneys required for the foregoing purposes, the Corporation has agreed to assign and transfer certain of its rights under the Installment Sale Agreement to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under a Trust Agreement (the “Trust Agreement”) by and among the City, the Corporation and the Trustee, under which the Trustee will at the written direction of the Corporation execute and deliver Wastewater Revenue Certificates of Participation, Series 2023 (the “Certificates”), in an original principal amount not to exceed $38,000,000, evidencing direct, undivided fractional interests in the Installment Payments; and
WHEREAS, the Board of Directors of the City of Santa Clara Public Facilities Financing Corporation (the “Board”) wishes at this time to authorize all proceedings relating to the execution, delivery and sale of the Certificates for the purpose of financing the 2023 Project and refinancing the 2020 Project; and
WHEREAS, the Board approves all of said transactions in furtherance of the public purposes of the Corporation, and the Board wishes at this time to authorize all proceedings and documents relating to the financing and refinancing as described herein;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE

CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION AS FOLLOWS:

1. Approval of Financing and Refinancing Plans. The Board hereby approves the financing and refinancing plans described above.

2. Approval of Documents. The Board hereby authorizes and approves each of the following financing documents, in substantially the respective forms on file with the Corporation’s Secretary (the “Secretary”):
(a) the Installment Sale Agreement by and between the Corporation as seller and the City, as purchaser; and
(b) the Trust Agreement by and among the Corporation, the City and the Trustee, providing the terms and conditions for the execution and delivery of the Certificates, and providing for the assignment of the Corporation’s rights under the Installment Sale Agreement to the Trustee.

Each of the President, the Director of Finance, the Executive Director, and any such other officer of the Corporation as any such officer may designate (each an “Authorized Officer”), is hereby authorized and directed, for and in the name of the Corporation, to execute and deliver the Installment Sale Agreement and the Trust Agreement in the forms on file with the Secretary and submitted to this meeting, with such changes, insertions and omissions as any Authorized Officer may require or approve, such requirement or approval to be conclusively evidenced by the execution thereof by an Authorized Officer. The Board hereby authorizes the delivery and performance by the Corporation of each of the foregoing documents.

3. Execution and Delivery of Certificates. The Board hereby approves the execution and delivery of Certificates, payable in the years and in the amounts, and evidencing interest as specified in the Trust Agreement as finally executed; provided, however, that the original principal amount represented by the Certificates shall not exceed $38,000,000; and the true interest cost represented by the Certificates shall not exceed 5.50%.

4. Official Actions. Each Authorized Officer and all other officers of the Corporation are each authorized and directed in the name and on behalf of the Corporation to make any and all assignments, certificates, requisitions, agreements, notices, consents and other instruments of conveyance and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by this Resolution and the agreements and documents approved under this Resolution. Whenever in this Resolution any officer of the Corporation is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Any actions previously taken by any officers of the Corporation in furtherance of this Resolution are hereby ratified and approved.

5. Constitutionality, severability. If any section, subsection, sentence, clause, phrase, or word of this Resolution is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this Resolution. The Board hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.

6. Effective Date. This Resolution shall become effective immediately upon its adoption.

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

PASSED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE CITY OF SANTA

CLARA PUBLIC FACILITIES FINANCING CORPORATION, CALIFORNIA, AT A SPECIAL MEETING THEREOF HELD ON THE 29TH DAY OF AUGUST, 2023, BY THE FOLLOWING VOTE:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

ABSTAINED: BOARD MEMBERS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT SECRETARY

CITY OF SANTA CLARA PUBLIC

FACILITIES FINANCING

CORPORATION
Jones Hall, A Professional Law Corporation 8/18/2023

INSTALLMENT SALE AGREEMENT
This INSTALLMENT SALE AGREEMENT (this “Agreement”), dated as of October 1, 2023, is between the CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the “Corporation”), as seller, and the CITY OF SANTA CLARA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), as purchaser.

B A C K G R O U N D :

1. The City owns and operates facilities and property for the collection and transmission of wastewater within the service area of the City (the “Wastewater System”).

Wastewater collected by the City is transmitted for treatment to the San José-Santa Clara Regional Wastewater Facility (the “Wastewater Treatment Facility”) which is co-owned by the City and the City of San José, pursuant to that certain Sewage Plant Agreement dated March 30, 1959, as amended, between the City and the City of San José (the “Wastewater Treatment Agreement”).

2. Under the Wastewater Treatment Agreement, the City is obligated to contribute its share of the capital costs of improvements to the Wastewater Treatment Facility, and the City is currently obligated to contribute the amount of $_______ to the capital costs of improving the Wastewater Treatment Facility (as more fully described in Appendix B, the “2023 Project”).

3. The City and the Corporation have previously entered into an Installment Sale Agreement dated as of June 1, 2020 (the “2020 Installment Sale Agreement”), for the purpose of providing financing for the City’s share of certain capital costs of improvements to the Wastewater Treatment Facility (the “2020 Project”).

4. The Corporation has been formed for the purpose of assisting the City in the financing of public capital improvements.

5. In order to provide funds to finance the 2023 Project, and to refinance the 2020 Project through the prepayment in full of the City’s obligations under the 2020 Installment Sale Agreement, the Corporation has proposed to enter into this Agreement with the City, under which the Corporation agrees to provide financing for the 2023 Project and refinancing of the 2020 Project, and to sell the completed 2023 Project and 2020 Project to the City in consideration of the agreement by the City to pay the purchase price thereof in semiannual installments (the “Installment Payments”).

6. For the purpose of obtaining the moneys required for the foregoing purposes in accordance with the terms hereof, the Corporation has agreed to assign and transfer certain of its rights under this Agreement to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under a Trust Agreement dated as of October 1, 2023, among the City, the Corporation and the Trustee, under which the Trustee will execute and deliver Wastewater Revenue Certificates of Participation, Series 2023, in the -2-
aggregate principal amount of $_________, evidencing direct, undivided fractional interests in the Installment Payments.

7. The City and the Corporation have previously entered into an Installment Sale Agreement dated November 8, 2016 (the “2016 Trimble Road Installment Sale Agreement”), for the purpose of providing financing for the rehabilitation and replacement of the Trimble Road trunk sanitary sewer pipelines, under which the City is obligated to pay semiannual installment payments in the aggregate principal amount of $12,000,000 (the “Prior Installment Payments”).

8. The 2016 Trimble Road Installment Sale Agreement provides that the City may incur additional indebtedness to finance improvements to the Wastewater System upon satisfaction of the conditions set forth in Section 5.8 thereof, and the City has determined that such conditions have been met and that the Installment Payments may be payable from and secured by a pledge of and lien on the Net Revenues of the Wastewater System on a parity with the Prior Installment Payments.

A G R E E M E N T :

In consideration of the foregoing and the material covenants hereinafter contained, the City and the Corporation formally covenant, agree and bind themselves as follows:

ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
SECTION 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Agreement have the respective meanings given them in Appendix A to the Trust Agreement.

SECTION 1.2. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. -3-

ARTICLE II

REPRESENTATIONS, COVENANTS AND

WARRANTIES
SECTION 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Corporation as follows:
(a) Due Organization and Existence. The City is a charter city and municipal corporation duly organized and validly existing under the Constitution and laws of the State of California, has full legal right, power and authority under said laws to enter into this Agreement and the Trust Agreement and to carry out and consummate all transactions contemplated hereby and thereby, and by proper action the City Council of the City has duly authorized the execution and delivery of this Agreement and the Trust Agreement.
(b) Due Execution. The representatives of the City executing this Agreement and the Trust Agreement are fully authorized to execute the same.
(c) Valid, Binding and Enforceable Obligations. This Agreement and the Trust Agreement have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding agreements of the City enforceable against the City in accordance with their respective terms; except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and except as such enforceability may be subject to the exercise of judicial discretion in accordance with principles of equity. (d) No Conflicts. The execution and delivery of this Agreement and the Trust Agreement, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially adversely affect the consummation of the transactions contemplated by this Agreement and the Trust Agreement or the financial condition, assets, properties or operations of the City, including but not limited to the performance of the City’s obligations under this Agreement and the Trust Agreement. -4-
(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery of this Agreement or the Trust Agreement, or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material and adverse effect upon the consummation of the transactions contemplated by or the validity of this Agreement or the Trust Agreement, or upon the financial condition, assets, properties or operations of the City, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially adversely affect the consummation of the transactions contemplated by this Agreement or the Trust Agreement, or the financial conditions, assets, properties or operations of the City, including but not limited to the payment and performance of the City’s obligations under this Agreement and the Trust Agreement.
(g) No Senior Indebtedness. The City has not issued or incurred any obligations which are currently outstanding having any priority in payment out of the Gross Revenues or the Net Revenues over the payment of the Prior Installment Payments or the Installment Payments as provided herein.
(h) Compliance with Trimble Road ISA. The City is in full compliance with the terms and provisions of the Trimble Road ISA. No event has occurred which constitutes an event of default under the Trimble Road ISA or which, with the passage of time, if not cured, would constitute an event of default under the Trimble Road ISA.

SECTION 2.2. Representations, Covenants and Warranties of Corporation. The Corporation represents, covenants and warrants to the City as follows:
(a) Due Organization and Existence. The Corporation is a nonprofit public benefit corporation duly organized and existing under the laws of the State of California, and has power to enter into this Agreement and the Trust Agreement and to perform the duties and obligations imposed on it hereunder and thereunder. The Board of Directors of the Corporation has duly authorized the execution and delivery of this Agreement and the Trust Agreement.
-5-
(b) Due Execution. The representatives of the Corporation executing this Agreement and the Trust Agreement are fully authorized to execute the same.
(c) Valid, Binding and Enforceable Obligations. This Agreement and the Trust Agreement have been duly authorized, executed and delivered by the Corporation and constitute the legal, valid and binding agreements of the Corporation with the Corporation, enforceable against the Corporation in accordance with their respective terms; except as the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and except as such enforceability may be subject to the exercise of judicial discretion in accordance with principles of equity.
(d) No Conflicts. The execution and delivery hereof and of the Trust Agreement, the consummation of the transactions herein and therein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, do not and will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the Corporation is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporation, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially adversely affect the consummation of the transactions contemplated hereby and by the Trust Agreement or the financial condition, assets, properties or operations of the Corporation, including but not limited to the performance of the Corporation’s obligations under this Agreement and the Trust Agreement. (e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the Corporation, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority is necessary in connection with the execution and delivery hereof or of the Trust Agreement, or the consummation of any transaction herein or therein contemplated, except as have been obtained or made and as are in full force and effect.
(f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other governmental authority pending or, to the knowledge of the Corporation after reasonable investigation, threatened against or affecting the Corporation or the assets, properties or operations of the Corporation which, if determined adversely to the Corporation or its interests, would have a material and adverse effect upon the -6-
consummation of the transactions contemplated by or the validity of this Agreement or the Trust Agreement, or upon the financial condition, assets, properties or operations of the Corporation, and the Corporation is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially adversely affect the consummation of the transactions contemplated by this Agreement or the Trust Agreement or the financial conditions, assets, properties or operations of the Corporation, including but not limited to the performance of the Corporation’s obligations hereunder and under the Trust Agreement.

ARTICLE III
EXECUTION AND DELIVERY OF CERTIFICATES;

APPLICATION OF PROCEEDS
SECTION 3.1. The Certificates. The Corporation will cause the Certificates to be executed and delivered under the Trust Agreement in the aggregate principal amount of $_________. The Corporation agrees that the proceeds of sale of the Certificates will be paid to the Trustee on the Closing Date for deposit under the Trust Agreement. The City hereby approves the Trust Agreement, the assignment thereunder to the Trustee of certain rights of the Corporation, and the execution and delivery of the Certificates.

SECTION 3.2. Deposit and Application of Funds. The proceeds received by the Trustee from the sale of the Certificates to the Original Purchaser will be deposited in the respective funds and accounts, and in the respective amounts, as set forth in Section 3.01 of the Trust Agreement.

SECTION 3.3. Acquisition and Construction of the 2023 Project. The Corporation hereby agrees to provide funds to finance the acquisition, construction and installation of the 2023 Project in accordance with all applicable requirements of law. The failure to complete the 2023 Project by its estimated completion date does not constitute an Event of Default hereunder or a grounds for termination hereof, nor will any such failure result in the diminution, abatement or extinguishment of the obligations of the City hereunder to pay the Installment Payments when due.

SECTION 3.4. Appointment of City as Agent. The Corporation hereby appoints the City as its agent to carry out all phases of the acquisition, construction and installation of the 2023 Project under and in accordance with the provisions hereof. The City hereby accepts such appointment and assumes all rights, liabilities, duties and responsibilities of the Corporation regarding the acquisition, construction and installation of the 2023 Project.

As agent of the Corporation hereunder, the City will administer the acquisition of the 2023 Project and the expenditure of the proceeds of the Certificates for Project Costs in accordance with the Wastewater Treatment Agreement. Payment of Project Costs will be made by the City from amounts held by the Trustee in the Project Fund in accordance with the provisions of this Agreement and the provisions of the Trust Agreement. -7-
SECTION 3.5. Certificate of Project Completion. Not later than 30 days following the completion of the 2023 Project, a City Representative will execute and deliver to the Corporation and the Trustee a written certificate stating that the 2023 Project has been substantially completed and that no further amounts are intended to be requisitioned from the Project Fund established under the Trust Agreement, and directing the Trustee regarding the disposition of any remaining amounts in the Project Fund.

ARTICLE IV
SALE OF PROJECT;

INSTALLMENT PAYMENTS
SECTION 4.1. Sale of Project. The Corporation hereby sells the 2023 Project and the 2020 Project to the City, and the City hereby purchases the 2023 Project and the 2020 Project from the Corporation, upon the terms and conditions set forth in this Agreement.

SECTION 4.2. Term. The Term of this Agreement begins on the Closing Date and ends on February 1, 20__, or such later or earlier date on which the Certificates cease to be Outstanding under and within the meaning of the Trust Agreement.

SECTION 4.3. Transfer of Ownership. Ownership of the 2023 Project and the 2020 Project, and each component thereof, will be deemed conveyed by the Corporation to and vested in the City upon the completion of the acquisition, construction and installation thereof. The Corporation and the City agree that no further action or documentation is intended to be required to cause the transfer of ownership to the 2023 Project and the 2020 Project; however, if any further actions or documentation is so required, the Corporation and the City will take such actions and execute, deliver and cause to be recorded all such documents.

SECTION 4.4. Installment Payments.
(a) Obligation to Pay. The City hereby agrees to pay to the Corporation, as the purchase price of the 2023 Project and the 2020 Project hereunder, the aggregate principal amount of $_________ together with interest (calculated on the basis of a 360- day year of twelve 30-day months) on the unpaid principal balance thereof, payable in semiannual Installment Payments in the respective amounts and on the respective Installment Payment Dates specified in Appendix A. The Installment Payment coming due and payable on any Installment Payment Date will be deposited by the City with the Trustee, as assignee of the Corporation under the Trust Agreement, in an amount which, together with amounts then held by the Trustee in the Installment Payment Fund, is equal to the full amount of such Installment Payment. The Installment Payments will be secured by and payable solely from the sources specified in Section 4.5. (b) Effect of Prepayment. If the City prepays all remaining Installment Payments in full under Section 7.2, the City’s obligations under this Agreement will thereupon cease and terminate, including but not limited to the City’s obligation to pay Installment Payments therefor under this Section; provided, however, that the City’s obligations to compensate and indemnify the Trustee under Sections 7.03 and 10.03 of the Trust Agreement will survive such prepayment. If the City prepays the Installment Payments in part but not in whole under Section 7.2, the principal component of each succeeding Installment -8-
Payment will be reduced as provided in such Sections, and the interest component of each remaining Installment Payment will be reduced by the aggregate corresponding amount of interest which would otherwise be payable with respect to the Certificates thereby prepaid under the applicable provisions of Section 4.01 of the Trust Agreement. (c) Rate on Overdue Payments. If the City fails to make any of the payments required in this Section or in Section 4.8, the payment in default will continue as an obligation of the City until the amount in default has been fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment, at the rate or rates of interest borne by the respective Installment Payments. (d) Assignment. The City understands and agrees that certain rights of the Corporation, including but not limited to the right of the Corporation to receive payment of the Installment Payments, have been assigned by the Corporation to the Trustee in trust under the Trust Agreement, for the benefit of the Owners of the Certificates, and the City hereby consents to such assignment. The Corporation hereby directs the City, and the City hereby agrees, to pay to the Trustee at its Office, all payments payable by the City under this Section and all amounts payable by the City under Article VII.

SECTION 4.5. Pledge and Application of Revenues.
(a) Pledge. All Net Revenues and all moneys on deposit in any of the funds and accounts established and held by the Trustee under the Trust Agreement, other than the Costs of Issuance Fund, the Refunding Fund and the Project Fund, are hereby irrevocably pledged, charged and assigned to the punctual payment of the Installment Payments.

Such pledge, charge and assignment constitutes a lien on the Net Revenues and such moneys on deposit in such funds and accounts for the payment of the Installment Payments in accordance with the terms hereof, which lien will be on a parity with the pledge and lien which secures the Prior Installment Payments and any Additional Parity Debt.
(b) Deposit of Gross Revenues Into Wastewater Fund; Transfers to Make Payments. The City has previously established the Wastewater Fund, which the City will continue to hold and maintain for the purposes and uses set forth herein. The City will deposit all Gross Revenues in the Wastewater Fund immediately on receipt. The City will apply amounts in the Wastewater Fund as set forth in this Agreement, the Trimble Road ISA and any Additional Parity Debt Documents. The City will apply amounts on deposit in the Wastewater Fund to pay when due the following amounts in the following order of priority:
(i) all Operation and Maintenance Costs;
(ii) the Installment Payments, the Prior Installment Payments and all payments of principal of and interest on any Additional Parity Debt; (iii) any deficiency in any reserve fund established for Additional Parity Debt, the notice of which deficiency has been sent to the City in accordance with the related Additional Parity Debt Documents; -9-
(iv) any other payments required to comply with the provisions of this Agreement, the Joint Powers Agreement, the Trimble Road ISA and any Additional Parity Debt Documents; and
(v) any other purposes authorized under subsection (d) of this Section. (c) No Preference or Priority. Payment of the Installment Payments, the Prior Installment Payments and the principal of and interest on any Additional Parity Debt will be made without preference or priority. If the amount of Net Revenues on deposit in the Wastewater Fund are any time insufficient to enable the City to pay when due the Installment Payments, the Prior Installment Payments and the principal of and interest on any Additional Parity Debt, such payments will be made on a pro rata basis. (d) Other Uses of Net Revenues Permitted. The City will manage, conserve and apply the Net Revenues on deposit in the Wastewater Fund in such a manner that all deposits required to be made under the preceding subsection (b) will be made at the times and in the amounts so required. Subject to the foregoing sentence, so long as no Event of Default has occurred and is continuing, the City may use and apply moneys in the Wastewater Fund for (i) the payment of any subordinate obligations or any unsecured obligations, (ii) the acquisition and construction of improvements to the Wastewater System, (iii) the prepayment of any other obligations of the City relating to the Wastewater System, or (iv) any other lawful purposes of the City.
(e) Budget and Appropriation of Installment Payments. During the Term of this Agreement, the City will adopt all necessary budgets and make all necessary appropriations of the Installment Payments from the Net Revenues. If any Installment Payment requires the adoption by the City of a supplemental budget or appropriation, the City will promptly adopt the same. The covenants on the part of the City contained in this subsection (e) are duties imposed by law and it is the duty of each and every public official of the City to take such actions and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this subsection (e).

SECTION 4.6. Establishment of Rate Stabilization Fund. The City has the right at any time to establish a fund to be held by it and administered in accordance with this Section, for the purpose of stabilizing the rates and charges imposed by the City with respect to the Wastewater System. From time to time the City may deposit amounts in the Rate Stabilization Fund, from any source of legally available funds, including but not limited to Net Revenues which are released from the pledge and lien which secures the Installment Payments, the Prior Installment Payments and any Additional Parity Debt, as the City may determine.

The City may, but is not be required to, withdraw amounts on deposit in the Rate Stabilization Fund and deposit such amounts in the Wastewater Fund in any Fiscal Year for the purpose of paying the Installment Payments, the Prior Installment Payments or the principal of and interest on any Additional Parity Debt coming due and payable in such Fiscal Year. Amounts so transferred from the Rate Stabilization Fund to the Wastewater Fund in any Fiscal Year constitute Gross Revenues for that Fiscal Year (except for purposes of Section 5.7(b) relating to the issuance of Additional Parity Debt), and will be applied for the purposes of the Wastewater Fund. Amounts on deposit in the Rate -10-
Stabilization Fund are not pledged to and do not secure the Installment Payments, the Prior Installment Payments or any Additional Parity Debt.

All interest or other earnings on deposits in the Rate Stabilization Fund will be retained therein or, at the option of the City, be applied for any other lawful purposes. The City has the right at any time to withdraw any or all amounts on deposit in the Rate Stabilization Fund and apply such amounts for any other lawful purposes of the City.

SECTION 4.7. Special Obligation of the City; Obligations Absolute. The City’s obligation to pay the Installment Payments and any other amounts coming due and payable hereunder will be a special obligation of the City limited solely to the Net Revenues. Under no circumstances is the City required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments and such other amounts, and no other funds or property of the City are liable for the payment of the Installment Payments.

The obligation of the City to make the Installment Payments from the Net Revenues and to perform and observe the other agreements contained herein is absolute and unconditional and is not subject to any defense or any right of set-off, counterclaim or recoupment arising out of any breach by the Corporation or the Trustee of any obligation to the City or otherwise with respect to the Wastewater System, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Corporation or the Trustee. Until all of the Installment Payments, Additional Payments and other amounts coming due and payable hereunder have been fully paid or prepaid, the City:
(a) will not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts,
(b) will perform and observe all other agreements contained in this Agreement, and
(c) will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Wastewater System, failure to complete the acquisition and construction of the 2023 Project by the estimated completion date thereof, sale of the Wastewater System, the taking by eminent domain of title to or temporary use of any component of the Wastewater System, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Corporation or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement.

SECTION 4.8. Additional Payments. In addition to the Installment Payments, the City will pay when due the following amounts to the following parties:
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(a) to the Corporation, all costs and expenses incurred by the Corporation to comply with the provisions of this Agreement or the Trust Agreement; and
(b) to the Trustee upon request therefor, all of its costs and expenses payable as a result of the performance of and compliance with its duties hereunder or under the Trust Agreement or any related documents;
(c) to the Corporation and the Trustee, all amounts required to indemnify the Corporation and the Trustee under Section 10.03 of the Trust Agreement; and
(d) all costs and expenses of auditors, engineers and accountants and other professional services relating to the Wastewater System; and (e) all Excess Investment Earnings payable under Section 9.04(e) of the Trust Agreement.

Subject to the provisions of Section 7.03 of the Trust Agreement, the Additional Payments are payable from, but are not secured by a pledge or lien upon, the Net Revenues. The rights of the Trustee and the Corporation under this Section, and the obligations of the City under this Section, shall survive the termination of this Agreement and the resignation or removal of the Trustee.

ARTICLE V

COVENANTS OF THE CITY
SECTION 5.1. Disclaimer of Warranties. The Trustee makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the City of the 2023 Project or the 2020 Project or any component thereof, or any other representation or warranty with respect to any of the 2023 Project or the 2020 Project or any component thereof. In no event shall the Corporation or the Trustee be liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Agreement or the Trust Agreement for the existence, furnishing, functioning or use of the 2023 Project or the 2020 Project.

SECTION 5.2. Sale or Eminent Domain of Wastewater System. Except as provided herein, the City covenants that the Wastewater System will not be encumbered, sold, leased, pledged, any charge placed thereon, or otherwise disposed of, as a whole or substantially as a whole if such encumbrance, sale, lease, pledge, charge or other disposition would materially impair the ability of the City to pay the Installment Payments, the Prior Installment Payments or the principal of or interest on any Additional Parity Debt, or would materially adversely affect its ability to comply with the terms of this Agreement, the Trimble Road ISA or any Additional Parity Debt Documents. The City may not enter into any agreement which impairs the operation of the Wastewater System or any part of it necessary to secure adequate Net Revenues to pay the Installment Payments, the Trimble Road Installment Payments or any Additional Parity Debt, or which otherwise -12-
would impair the rights of the Certificate Owners or the Trustee with respect to the Net Revenues. If any substantial part of the Wastewater System is sold, the payment therefor must either (a) be used for the acquisition or construction of improvements and extensions or replacement facilities or (b) be applied on a pro rata basis to prepay the Installment Payments, the Prior Installment Payments and any Additional Parity Debt on the next available prepayment date.

Any amounts received as awards as a result of the taking of all or any part of the Wastewater System by the lawful exercise of eminent domain, if and to the extent that such right can be exercised against such property of the City, will either (a) be used for the acquisition or construction of improvements and extension of the Wastewater System, or (b) be applied to prepay on a pro rata basis the Installment Payments, the Prior Installment Payments and any Additional Parity Debt on the next available prepayment date.

SECTION 5.3. Insurance. The City will at all times maintain with responsible insurers all such insurance on the Wastewater System as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to the Wastewater System. All amounts collected from insurance against accident to or destruction of any portion of the Wastewater System will be used, at the option of the City, either (a) to repair or rebuild such damaged or destroyed portion of the Wastewater System, or (b) to prepay on a pro rata basis the Installment Payments, the Prior Installment Payments and any Additional Parity Debt on the next available prepayment date.

The City will also maintain, with responsible insurers, worker's compensation insurance and insurance against public liability and property damage to the extent reasonably necessary to protect the City, the Corporation, the Trustee and the Owners of the Certificates.

Any policy of insurance required under this Section may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City or in the form of the participation by the City in a joint powers agency or other program providing pooled insurance.

SECTION 5.4. Records and Accounts. The City will keep proper books of record and accounts of the Wastewater System in which complete and correct entries will be made of all transactions relating to the Wastewater System. Said books will, upon prior request, be subject to the reasonable inspection of the Owners of not less than 10% of the Outstanding Certificates, or their representatives authorized in writing, upon not less than five Business Days’ prior notice to the City.

The City will cause the books and accounts of the Wastewater System to be audited annually by an Independent Accountant not more than nine months after the close of each Fiscal Year, and will make a copy of such report available for inspection by the Certificate Owners at the office of the City and at the Office of the Trustee. Such report may be part of a combined financial audit or report covering all or part of the City’s finances. The Trustee has no duty to review, verify or analyze such reports and shall hold such reports solely as a repository for the benefit of the Certificate Owners. The Trustee will not be deemed to have notice of any information contained therein or Event of Default which may be disclosed therein in any manner.
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SECTION 5.5. Rates and Charges.
(a) Gross Revenues Covenant. The City shall fix, prescribe and revise rates, fees and charges for the services and facilities furnished by the Wastewater System during each Fiscal Year, which are at least sufficient, together with amounts transferred from a Rate Stabilization Fund as provided in Section 4.6, and taking into account allowances for contingencies, to yield Gross Revenues sufficient to pay the following amounts in the following order of priority:
(i) All Operation and Maintenance Costs estimated by the City to become due and payable in the Fiscal Year.
(ii) All Installment Payments, Prior Installment Payments and payments of principal of and interest on any Additional Parity Debt as they become due and payable during the Fiscal Year, without preference or priority.
(iii) All payments required to meet any other obligations of the City which are charges, liens, encumbrances upon, or which are otherwise payable from, the Gross Revenues or the Net Revenues during such Fiscal Year.
(b) Net Revenues Covenant. In addition, the City shall fix, prescribe and revise rates, fees and charges for the services and facilities furnished by the Wastewater System during each Fiscal Year which (together with amounts transferred from a Rate Stabilization Fund as provided in Section 4.6, and taking into account allowances for contingencies), are sufficient to yield Net Revenues which are at least equal to 125% of the aggregate amount of the Installment Payments, the Prior Installment Payments and all payments of principal of and interest on any Additional Parity Debt coming due and payable during the Fiscal Year.

So long as the City has complied with its obligations as described in the above paragraph at the commencement of the succeeding Fiscal Year or as soon thereafter as is reasonably possible, but no later than June 30 of such applicable succeeding Fiscal Year, the failure of Net Revenues to meet the threshold described in the above paragraph at the end of a Fiscal Year will not constitute a default or an Event of Default.

SECTION 5.6. Superior and Subordinate Obligations. The City may not issue or incur any additional bonds or other obligations during the Term of this Agreement having any priority in payment of principal or interest out of the Gross Revenues or the Net Revenues over the Installment Payments. Nothing herein limits or affects the ability of the City to issue or incur (a) Additional Parity Debt under Section 5.7, or (b) obligations which are either unsecured or which are secured by an interest in the Net Revenues which is junior and subordinate to the pledge of and lien upon the Net Revenues established hereunder.

SECTION 5.7. Issuance of Additional Parity Debt. The City may issue or incur any Additional Parity Debt during the Term hereof upon satisfaction of all of the following conditions:
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(a) no Event of Default (or no event with respect to which notice has been given and which, once all notice of grace periods have passed, would constitute an Event of Default) has occurred and is continuing. (b) the Net Revenues (excluding any amounts derived from a Rate Stabilization Fund), calculated in accordance with generally accepted accounting principles, as shown by the books of the City for the most recent completed Fiscal Year for which audited financial statements of the City are available, or for any more recent consecutive 12-month period selected by the City, in either case verified by an Independent Accountant or a Financial Consultant or shown in the audited financial statements of the City, plus (at the option of the City) any Additional Revenues, are at least equal to 125% of Maximum Annual Debt Service (taking into account the Additional Parity Debt then proposed to be issued).
(c) The City will deliver to the Trustee a written certificate of a City Representative certifying that the conditions precedent to the issuance of such Additional Parity Debt set forth in subsections (a) and (b) of this Section have been satisfied.

SECTION 5.8. Operation of Wastewater System in Efficient and Economical Manner. The City will operate the Wastewater System in an efficient and economical manner and to operate, maintain and preserve the Wastewater System in good repair and working order.

SECTION 5.9. Assignment and Amendment Hereof. This Agreement may not be assigned by the City in whole or in part. This Agreement may be amended by the City and the Corporation, but only (a) for the purpose of providing for the issuance of any Additional Parity Debt under and in accordance with Section 5.7, or (b) otherwise under the circumstances and to the extent permitted under Sections 8.01 or 8.02 of the Trust Agreement.

ARTICLE VI

EVENTS OF DEFAULT
SECTION 6.1. Events of Default Defined. The following events constitute Events of Default hereunder:
(a) Failure by the City to pay any Installment Payment when due and payable hereunder.
(b) Failure by the City to pay any Additional Payment when due and payable hereunder, and the continuation of such failure for a period of 30 days.
(c) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in the preceding clauses (a) or (b), for a period of 30 days -15-
after written notice specifying such failure and requesting that it be remedied has been given to the City by the Trustee or the Corporation; provided, however, that if the failure stated in the notice cannot be corrected within such 30-day period, the Corporation shall not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within such 30-day period and diligently pursued until the default is corrected.
(d) The filing by the City of a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or the approval by a court of competent jurisdiction of a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the City or of the whole or any substantial part of its property. (e) The occurrence of any event defined to be an event of default under the Trimble Road ISA or any Additional Parity Debt Documents.

SECTION 6.2. Remedies on Default. If an Event of Default occurs and is continuing, the Trustee as assignee of the Corporation has the right, at its option and without any further demand or notice, and subject to its rights and protections under the Trust Agreement, to take any one or more of the following actions:
(a) Apply to and obtain from any court of competent jurisdiction such decree or order as may be necessary to require officials of the City to charge and collect rates for services provided by the City and the Wastewater System sufficient to meet all requirements of this Agreement.
(b) Take whatever action at law or in equity, including specific enforcement, mandamus, or any equitable remedies available, as may be desirable and permitted by law to collect the Installment Payments then due or thereafter to become due during the Term of this Agreement, or enforce performance and observance of any obligation, agreement or covenant of the City under this Agreement.

SECTION 6.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Corporation is intended to be exclusive and every such remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Corporation to exercise any remedy reserved to it in this Article, it is not necessary to give any notice, other than such notice as may be required in this Article or by law. -16-
SECTION 6.4. Agreement to Pay Attorneys’ Fees and Expenses. If either party to this Agreement defaults under any of the provisions hereof and the nondefaulting party, the Trustee or the Owner of any Certificates employs attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party, the Trustee or such Owner, as the case may be, the reasonable fees and expenses of such attorneys and such other expenses so incurred. The provisions of this Section will survive the expiration of the Term of this Agreement.

SECTION 6.5. No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement is breached by either party and thereafter waived by the other party, the waiver will be limited to the particular breach so waived and will not be deemed to waive any other breach hereunder.

SECTION 6.6. Trustee and Certificate Owners to Exercise Rights. Such rights and remedies as are given to the Corporation under this Article have been assigned by the Corporation to the Trustee under the Trust Agreement, and the City hereby consents to such assignment. Such rights and remedies will be exercised by the Trustee and the Owners of the Certificates as provided in the Trust Agreement.

ARTICLE VII

PREPAYMENT OF INSTALLMENT PAYMENTS
SECTION 7.1. Security Deposit. Notwithstanding any other provision hereof, the City may on any date secure the payment of Installment Payments, in whole or in part, by irrevocably depositing with the Trustee an amount of cash which, together with other available amounts, is either:
(a) sufficient to pay all such Installment Payments, including the principal and interest components thereof, when due under Section 4.4(a), or (b) invested in whole or in part in non-callable Federal Securities, the payments of principal of and interest on which, together with other available cash, are sufficient to pay the Installment Payments when due under Section 4.4(a) or when due on any optional prepayment date under Section 7.2, as the City instructs at the time of said deposit.

The sufficiency of amounts deposited with the Trustee under the foregoing subsection (b) must be verified by the report of an Independent Accountant which is addressed and delivered to the Trustee.

If the City makes a security deposit under this Section for the payment of all remaining Installment Payments, all obligations of the City hereunder, and the pledge of Net Revenues and all other security provided by this Agreement for said obligations, will cease and terminate, excepting only the obligation of the City to make, or cause to be made, all Installment Payments from such security deposit. Any such security deposit -17-
shall constitute a special fund for the payment of such Installment Payments in accordance with the provisions hereof.

SECTION 7.2. Optional Prepayment. The City may exercise its option to prepay the principal components of the Installment Payments in whole or in part on any date on or after February 1, 20__. Such option will be exercised by payment of a prepayment price equal to the sum of (a) the aggregate principal components of the Installment Payments to be prepaid, plus (b) the interest component of the Installment Payment required to be paid on or accrued to such date, plus (c) any premium required to be paid on the corresponding prepayment of the Certificates under Section 4.01(a) of the Trust Agreement. Such prepayment price will be deposited by the Trustee in the Installment Payment Fund to be applied to the prepayment of Certificates under Section 4.01(a) of the Trust Agreement. If the City prepays the Installment Payments in part but not in whole, the principal components will be prepaid among such maturities and in such integral multiples of $5,000 as the City designates in written notice to the Trustee. The City will give the Trustee written notice of its intention to exercise its option not less than 45 days in advance of the date of exercise.

SECTION 7.3. Credit for Amounts on Deposit. If the City prepays the Installment Payments in full under this Article, such that the Trust Agreement is discharged by its terms as a result of such prepayment, and if all Additional Payments and other amounts then due and payable hereunder have been paid, then the prepayment price of the Installment Payments shall reflect a credit for any available amounts then on deposit in the funds and accounts established under the Trust Agreement.

ARTICLE VIII

MISCELLANEOUS
SECTION 8.1. Further Assurances. The City agrees that it will execute and deliver any and all such further agreements, instruments, financing statements or other assurances as may be reasonably necessary or requested by the Corporation, the Trustee to carry out the intention or to facilitate the performance of this Agreement, including, without limitation, to perfect and continue the security interests herein intended to be created.

SECTION 8.2. Notices. Any notice, request, complaint, demand or other communication under this Agreement will be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopier or other form of telecommunication, at its number set forth below. Notice will be effective either (a) upon transmission by fax or other form of telecommunication, (b) upon actual receipt after deposit in the United States of America mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Corporation, the City, the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.
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If to the City City of Santa Clara
or the Corporation: 1500 Warburton Avenue
Santa Clara, California 95050
Attention: Director of Finance
Fax: (408) 243-8687
Email: [email protected]
If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 South Hope Street, Suite 2525
Los Angeles, California 90071
Attention: Corporate Trust Services
The Corporation, the City and the Trustee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

SECTION 8.3. Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of California.

SECTION 8.4. Binding Effect. This Agreement inures to the benefit of and is binding upon the Corporation, the City and their respective successors and assigns, subject, however, to the limitations contained herein.

SECTION 8.5. Severability of Invalid Provisions. If any one or more of the provisions contained in this Agreement are for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions will be deemed severable from the remaining provisions contained in this Agreement and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Corporation and the City each hereby declares that it would have entered into this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Agreement may be held illegal, invalid or unenforceable.

SECTION 8.6. Article and Section Headings and References. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, will be solely for convenience of reference and do not affect the meaning, construction or effect of this Agreement. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof; and words of the masculine gender mean and include words of the feminine and neuter genders.

SECTION 8.7. Payment on Non-Business Days. Whenever any payment is required to be made hereunder on a day which is not a Business Day, such payment will be made on the immediate preceding Business Day.
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SECTION 8.8. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which for all purposes is deemed to be an original and all of which together constitutes but one and the same instrument.

SECTION 8.9. Waiver of Personal Liability. No member of the City Council, member of the Board of Directors of the Corporation, officer, agent or employee of the City has any individual or personal liability for the payment of Installment Payments or Additional Payments or will be subject to any personal liability or accountability by reason of this Agreement; but nothing herein contained shall relieve any such person from the performance of any official duty provided by law or by this Agreement.

SECTION 8.10. Trustee as Third Party Beneficiary. The Trustee is hereby made a third party beneficiary hereof and is entitled to the benefits of this Agreement with the same force and effect as if the Trustee was a party hereto. -20-
IN WITNESS WHEREOF, the Corporation and the City have caused this Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

CITY OF SANTA CLARA PUBLIC

FACILITIES FINANCING CORPORATION
By:

Executive Director
APPROVED AS TO FORM:

By
General Counsel
ATTEST:

By
Secretary

CITY OF SANTA CLARA
By:

City Manager
APPROVED AS TO FORM:

By
City Attorney
ATTEST:

By
City Clerk
A-1

APPENDIX A

SCHEDULE OF INSTALLMENT PAYMENTS
Installment Principal Interest Total
Payment Date(1) Component Component Payment
(1) Installment Payment Dates are the 5th Business Day immediately preceding each date shown in the table.

B-1

APPENDIX B
DESCRIPTION OF 2023 PROJECT
The 2023 Project consists of the City’s allocable share of the following improvements to the San José-Santa Clara Regional Wastewater Facility pursuant to the Wastewater Treatment Agreement:

Based on information provided by San Jose, a five-year capital improvement plan is updated annually for the Treatment Plant (the “Treatment Plant CIP”). The current Treatment Plant CIP totals approximately $475 million for Fiscal Year 2022-23 through Fiscal Year 2026-27. The City's estimated share of the Treatment Plant CIP is approximately $13,815,517, or 15.74%, for 2022-23 and approximately $76.5 million for the five year period from Fiscal Year 2022-23 through Fiscal Year 2026-27.

The 2023 Project consists of the City’s share of Treatment Plant CIP project costs incurred in Fiscal Year 2022-23 and anticipated to be incurred in Fiscal Year 2023-24.

City Share of Treatment Plant
Capital Improvement Program
Fiscal
Year*
City
Share
Percentage
City Share
Amount
Total
Expenditures
2018-19 16.06 $15,665135 $98,896,054
2019-20 15.71 49,832,221 317,200,643
2020-21 15.38 9,952,101 64,708,069
2021-22 15.97 37,645,683 236,319,416
2022-23 15.74 13,815,517 88,170,000
2023-24 15.92 12,426,484 78,046,000
2024-25 15.91 14,297,703 89,851,000
2025-26 16.04 10,016,045 62,444,000
2026-27 16.61 25,771,132 155,173,000
2027-28 16.03 35,502,701 221,486,000
2028-29 16.02 3,286,884 20,514,000
2029-30 15.77 12,688,727 80,454,000
2030-31 15.92 3,634,682 22,838,000
2031-32 16.51 2,550,268 15,444,000
2032-33 15.97 885,273 5,543,000
* Fiscal years 2023-24 through 2032-33 are projected and subject to change.

Source: City of San Jose.

Capital Improvement Plan Projects. The capital improvement projects in the Treatment Plant CIP will repair, replace, and upgrade the facilities and treatment processes at the Treatment Plant. Capital projects generally include replacing and upgrading the Treatment Plant's electrical system, digester rehabilitation, digester gas line replacement, aeration tank and blower improvements, new headworks, filter rehabilitation, yard piping, outfall channel and instrumentation improvements, energy generation improvements, digested sludge dewatering facility, nitrification clarifiers rehabilitation, storm drain system improvements and other plant infrastructure improvements.

B-2
Jones Hall, A Professional Law Corporation 8/18/2023

TRUST AGREEMENT
Dated as of October 1, 2023
among

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee

CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION, and the

CITY OF SANTA CLARA
Relating to
$_________
Wastewater Revenue Certificates of Participation,
Series 2023
-iTABLE OF CONTENTS
Page

ARTICLE I
Definitions
Section 1.01. Definitions...............................................................................................2 Section 1.02. Authorization...........................................................................................2 Section 1.03. Interpretation...........................................................................................2

ARTICLE II
The Certificates of Participation
Section 2.01. Authorization...........................................................................................3 Section 2.02. Date ........................................................................................................3 Section 2.03. Terms of Certificates ..............................................................................3 Section 2.04. Fully Registered Form; Interest..............................................................4 Section 2.05. Book Entry System .................................................................................4 Section 2.06. Form and Execution of Certificates ........................................................6 Section 2.07. Transfer and Exchange ..........................................................................6 Section 2.08. Certificates Mutilated, Lost, Destroyed or Stolen...................................6 Section 2.09. Payment..................................................................................................7 Section 2.10. Execution of Documents and Proof of Ownership .................................7 Section 2.11. Registration Books .................................................................................8

ARTICLE III
Disposition of Proceeds of Sale
Section 3.01. Application of Proceeds..........................................................................8 Section 3.02. Costs of Issuance Fund..........................................................................9 Section 3.03. Refunding Fund ......................................................................................9 Section 3.04. Project Fund ...........................................................................................9

ARTICLE IV
Prepayment of Certificates
Section 4.01. Prepayment ............................................................................................10 Section 4.02. Selection of Certificates for Prepayment................................................10 Section 4.03. Notice of Prepayment.............................................................................11 Section 4.04. Partial Prepayment of Certificates..........................................................12 Section 4.05. Effect of Notice of Prepayment...............................................................12 Section 4.06. Purchase of Certificates .........................................................................12

ARTICLE V
Installment Payments; Installment Payment Fund
Section 5.01. Assignment of Rights in Installment Sale Agreement............................13 Section 5.02. Establishment of Installment Payment Fund..........................................13 Section 5.03. Application of Moneys ............................................................................13 Section 5.04. Surplus....................................................................................................14

ARTICLE VI
Moneys in Funds; Investment
Section 6.01. Held in Trust ...........................................................................................14 Section 6.02. Investments Authorized..........................................................................14 Section 6.03. Accounting..............................................................................................15 ---
-iiSection 6.04. Allocation of Earnings.............................................................................15 Section 6.05. Valuation and Disposition of Investments ..............................................15

ARTICLE VII
The Trustee
Section 7.01. Appointment of Trustee ..........................................................................16 Section 7.02. Acceptance of Trusts..............................................................................17 Section 7.03. Fees, Charges and Expenses of Trustee...............................................20 Section 7.04. Notice to Certificate Owners of Default ..................................................21 Section 7.05. Removal of Trustee ................................................................................21 Section 7.06. Resignation by Trustee...........................................................................21 Section 7.07. Appointment of Successor Trustee ........................................................21 Section 7.08. Merger or Consolidation .........................................................................22 Section 7.09. Concerning any Successor Trustee .......................................................22 Section 7.10. Non-Liability of Trustee...........................................................................22 Section 7.11. Actions Through Agents .........................................................................22 Section 7.12. Nature of Trust Engagement..................................................................22

ARTICLE VIII
Modification or Amendment of Agreements
Section 8.01. Amendments Permitted Without Consent of Owners ............................23 Section 8.02. Amendments Permitted With Consent of Owners .................................23 Section 8.03. Execution and Effect of Supplemental Agreement ................................24 Section 8.04. Endorsement or Replacement of Certificates Delivered After Amendments...........................................................................................25 Section 8.05. Amendatory Endorsement of Certificates ..............................................25 Section 8.06. Notice to Rating Agencies ......................................................................25

ARTICLE IX
Other Covenants
Section 9.01. Compliance With and Enforcement of Installment Sale Agreement......25 Section 9.02. Observance of Laws and Regulations ...................................................25 Section 9.03. Recordation and Filing............................................................................25 Section 9.04. Tax Covenants .......................................................................................26 Section 9.05. Continuing Disclosure.............................................................................26 Section 9.06. Further Assurances ................................................................................27

ARTICLE X
Limitation of Liability
Section 10.01. Limited Liability of District and Corporation............................................27 Section 10.02. No Liability for Trustee Performance......................................................27 Section 10.03. Indemnification of Corporation and Trustee...........................................27 Section 10.04. Opinion of Counsel .................................................................................27 Section 10.05. Limitation of Rights to Parties and Certificate Owners ..........................28

ARTICLE XI
Events of Default and Remedies of Certificate Owners
Section 11.01. Assignment of Rights..............................................................................28 Section 11.02. Remedies................................................................................................28 Section 11.03. Application of Funds...............................................................................28 Section 11.04. Institution of Legal Proceedings .............................................................29 Section 11.05. Non-waiver..............................................................................................29 Section 11.06. Remedies Not Exclusive.........................................................................29 -iiiSection 11.07. Power of Trustee to Control Proceedings ..............................................29 Section 11.08. Limitation on Certificate Owners' Right to Sue.......................................29

ARTICLE XII
Miscellaneous
Section 12.01. Discharge of this Trust Agreement.........................................................30 Section 12.02. Notices....................................................................................................31 Section 12.03. Records ..................................................................................................31 Section 12.04. Payment of Certificates After Discharge ................................................32 Section 12.05. Governing Law .......................................................................................32 Section 12.06. Binding Effect; Successors; Benefits Limited to Parties ........................32 Section 12.07. Execution in Counterparts ......................................................................32 Section 12.08. Delivery of Cancelled Certificates ..........................................................32 Section 12.09. Corporation and City Representatives ...................................................32 Section 12.10. Headings.................................................................................................33 Section 12.11. Waiver of Notice .....................................................................................33 Section 12.12. Severability of Invalid Provisions............................................................33 APPENDIX A Definitions
APPENDIX B Form of Certificate of Participation

TRUST AGREEMENT
This TRUST AGREEMENT, made and entered into as of October 1, 2023, is among THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), the CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the “Corporation”), and the CITY OF SANTA CLARA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”).

B A C K G R O U N D :

1. The City owns and operates facilities and property for the collection and transmission of wastewater within the service area of the City (the “Wastewater System”).

Wastewater collected by the City is transmitted for treatment to the San José-Santa Clara Regional Wastewater Facility (the “Wastewater Treatment Facility”) which is co-owned by the City and the City of San José, pursuant to that certain Sewage Plant Agreement dated March 30, 1959, as amended, between the City and the City of San José (the “Wastewater Treatment Agreement”).

2. Under the Wastewater Treatment Agreement, the City is obligated to contribute its share of the capital costs of improvements to the Wastewater Treatment Facility, and the City is currently obligated to contribute the amount of $_______ to the capital costs of improving the Wastewater Treatment Facility (the “2023 Project”).

3. The City and the Corporation have previously entered into an Installment Sale Agreement dated as of June 1, 2020 (the “2020 Installment Sale Agreement”), for the purpose of providing financing for the City’s share of certain capital costs of improvements to the Wastewater Treatment Facility (the “2020 Project”).

4. The Corporation has been formed for the purpose of assisting the City in the financing of public capital improvements.

5. In order to provide funds to finance the 2023 Project, and to refinance the 2020 Project through the prepayment in full of the City’s obligations under the 2020 Installment Sale Agreement, the Corporation and the City have entered into an Installment Sale Agreement dated as of October 1, 2023 (the “Installment Sale Agreement”), under which the Corporation agrees to provide financing for the 2023 Project and refinancing of the 2020 Project, and to sell the completed 2023 Project and 2020 Project to the City in consideration of the agreement by the City to pay the purchase price thereof in semiannual installments (the “Installment Payments”).

6. For the purpose of obtaining the moneys required for the foregoing purposes the Corporation has agreed to assign and transfer certain of its rights under the Installment Sale Agreement to the Trustee under this Trust Agreement, under which the Trustee will at the written direction of the Corporation execute and deliver Wastewater Revenue Certificates of Participation, Series 2023, in the aggregate principal amount of $_________, evidencing direct, undivided fractional interests in the Installment Payments. -2-

7. The City and the Corporation have previously entered into an Installment Sale Agreement dated November 8, 2016 (the “2016 Trimble Road Installment Sale Agreement”), for the purpose of providing financing for the rehabilitation and replacement of the Trimble Road trunk sanitary sewer pipelines, under which the City is obligated to pay semiannual installment payments in the aggregate principal amount of $12,000,000 (the “Prior Installment Payments”).

8. The 2016 Trimble Road Installment Sale Agreement provides that the City may incur additional indebtedness to finance improvements to the Wastewater System upon satisfaction of the conditions set forth in Section 5.8 thereof, and the City has determined that such conditions have been met and that the Installment Payments may be payable from and secured by a pledge of and lien on the Net Revenues of the Wastewater System on a parity with the Prior Installment Payments.

A G R E E M E N T :

In consideration of the foregoing and the material covenants hereinafter contained, the City, the Corporation and the Trustee formally covenant, agree and bind themselves as follows:

ARTICLE I

DEFINITIONS
SECTION 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms defined in Appendix A attached to this Trust Agreement have the respective meanings specified in that Appendix when used in this Trust Agreement.

SECTION 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Trust Agreement, and has taken all actions necessary to authorize the execution hereof by the officers and persons signing it.

SECTION 1.03. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Trust Agreement; the words -3-
“herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or subdivision hereof.

ARTICLE II

THE CERTIFICATES OF PARTICIPATION
SECTION 2.01. Authorization. The Trustee is hereby authorized and directed upon written request from the Corporation to register, execute and deliver the Certificates to the Original Purchaser in the aggregate principal amount of $_________, which represent the direct, undivided fractional ownership interests of the Owners thereof in the Installment Payments.

SECTION 2.02. Date. Each Certificate shall be dated as of the Closing Date.

Interest represented by a Certificate is payable from the Interest Payment Date next preceding the date of execution thereof, unless:
(a) it is executed after a Record Date and on or before the following Interest Payment Date, in which event interest represented thereby is payable from such Interest Payment Date; or
(b) it is executed on or before the first Record Date, in which event interest represented thereby is payable from the Closing Date; or (c) interest represented by such Certificate is in default as of the date of its execution, in which event interest represented thereby is payable from the Interest Payment Date to which interest represented thereby has previously been paid or made available for payment.

SECTION 2.03. Terms of Certificates. Principal represented by the Certificates is payable on February 1 in each of the respective years and in the respective amounts, and interest represented thereby will be computed at the respective rates, as follows:

Maturity Date
(February 1)
Principal
Amount
Interest
Rate
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SECTION 2.04. Fully Registered Form; Interest. The Certificates shall be delivered in the form of fully registered Certificates without coupons in the authorized denominations of $5,000 or any integral multiple thereof, except that no Certificate shall represent principal payable in more than one year. The Certificates shall be assigned such alphabetical and numerical designation as shall be deemed appropriate by the Trustee.

Interest represented by the Certificates shall be payable on each Interest Payment Date to and including the date of maturity or prepayment, whichever is earlier. Said interest represents the portion of Installment Payments designated as interest and coming due on each of the respective Interest Payment Dates. The share of the portion of Installment Payments designated as interest with respect to any Certificate shall be computed by multiplying the portion of Installment Payments designated as principal represented by such Certificate by the rate of interest represented by such Certificate (calculated on the basis of a 360-day year comprised of twelve 30-day months).

SECTION 2.05. Book Entry System.
(a) Original Delivery. The Certificates shall be initially delivered in the form of a separate single fully registered Certificate (which may be typewritten) for each maturity of the Certificates. Upon initial delivery, the ownership of each such Certificate shall be registered on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Certificates shall be registered in the name of the Nominee on the Registration Books.

With respect to Certificates the ownership of which is registered in the name of the Nominee, the City and the Trustee have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the City holds an interest in the Certificates. Without limiting the generality of the immediately preceding sentence, the City and the Trustee have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any Depository System Participant or any other person, other than a Certificate Owner as shown in the Registration Books, of any notice with respect to the Certificates, including any notice of prepayment, (iii) the selection by the Depository of the beneficial interests in the Certificates to be prepaid if the City elects to prepay the Certificates in part, (iv) the payment to any Depository System Participant or any other person, other than a Certificate Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest represented by the Certificates or (v) any consent given or other action taken by the Depository as Owner of the Certificates. The City and the Trustee may treat and consider the person in whose name each Certificate is registered as the absolute owner of such Certificate for the purpose of payment of principal, premium, if any, and interest represented by such Certificate, for the purpose of giving notices of prepayment and other matters with respect to such Certificate, for the purpose of registering transfers of ownership of such Certificate, and for all other purposes whatsoever. The Trustee will pay the principal, interest and premium, if any, represented by the Certificates only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal, interest and premium, if any, represented by the Certificates to the extent of the sum or sums so paid. No person other than a Certificate Owner shall receive a Certificate evidencing the obligation of the City to make payments of principal, interest and premium, if any, under this Trust Agreement. -5-
Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the City shall promptly deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Certificates for the Depository’s book-entry system, the City and the Trustee will execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Certificates. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the City or the Trustee any obligation whatsoever with respect to persons having interests in the Certificates other than the Certificate Owners. Upon the written acceptance by the Trustee, the Trustee will agree to take all action reasonably necessary for all representations of the City in such letter with respect to the Trustee to at all times be complied with. In addition to the execution and delivery of such letter, the City may take any other actions, not inconsistent with this Trust Agreement, to qualify the Certificates for the Depository’s book-entry program. (c) Transfers Outside Book-Entry System. If either (i) the Depository determines not to continue to act as Depository for the Certificates, or (ii) the City determines to terminate the Depository as such, then the City shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the City and the Trustee in the issuance of replacement Certificates by providing the Trustee with a list showing the interests of the Depository System Participants in the Certificates, and by surrendering the Certificates, registered in the name of the Nominee, to the Trustee on or before the date such replacement Certificates are to be issued. The Depository, by accepting delivery of the Certificates, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the City fails to identify another Securities Depository to replace the Depository, then the Certificates shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Certificates shall designate, in accordance with the provisions hereof.

If the City determines that it is in the best interests of the Owners of the Certificates that they be able to obtain certificated Certificates, the City may notify the Depository System Participants of the availability of such certificated Certificates through the Depository. In such event, the Trustee will execute, transfer and exchange Certificates as required by the Depository and others in appropriate amounts; and whenever the Depository requests, the Trustee and the City shall cooperate with the Depository in taking appropriate action (i) to make available one or more separate certificates evidencing the Certificates to any Depository System Participant having Certificates credited to its account with the Depository, or (ii) to arrange for another Securities Depository to maintain custody of a single certificate evidencing such Certificates, all at the City’s expense. (d) Payments to the Nominee. Notwithstanding any other provision of this Trust Agreement to the contrary, so long as any Certificate is registered in the name of the Nominee, all payments with respect to principal, interest and premium, if any, represented by such Certificate and all notices with respect to such Certificate shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository.
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SECTION 2.06. Form and Execution of Certificates. The Certificates shall be substantially in the form set forth in Appendix A attached hereto and by this reference incorporated herein. The Certificates shall be executed by and in the name of the Trustee by the manual signature of an authorized signatory of the Trustee. If any person whose signature appears on any Certificate ceases to be an authorized signatory before the date of delivery of said Certificate, such signature shall nevertheless be as effective as if such person had remained an authorized signatory until such date.

SECTION 2.07. Transfer and Exchange.
(a) Transfer of Certificates. The registration of any Certificate may, in accordance with its terms, be transferred upon the Registration Books by the person in whose name it is registered, in person or by a duly authorized attorney, upon surrender of such Certificate for cancellation at the Office of the Trustee, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed.

Whenever any Certificate or Certificates shall be surrendered for registration of transfer, the Trustee will execute and deliver a new Certificate or Certificates representing the same maturity, interest rate and aggregate principal amount, in any authorized denominations.

The City shall pay all costs of the Trustee incurred in connection with any such transfer, except that the Trustee may require the payment by the Certificate Owner of any tax or other governmental charge required to be paid with respect to such transfer.

Prior to any transfer of the Certificates outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. (b) Exchange of Certificates. Certificates may be exchanged at the Office of the Trustee, for a like aggregate principal amount of Certificates representing other authorized denominations of the same interest rate and maturity. The City shall pay all costs of the Trustee incurred in connection with any such exchange, except that the Trustee may require the payment by the Certificate Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. (c) Limitations on Transfer or Exchange. The Trustee may refuse to transfer or exchange either (i) any Certificate during the period established by the Trustee for the selection of Certificates for prepayment, or (ii) the portion of any Certificate which the Trustee has selected for prepayment under the provisions of Section 4.02.

SECTION 2.08. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate is mutilated, the Trustee, at the expense of the Owner of such Certificate, shall execute and deliver a new Certificate of like principal amount, interest rate and maturity in replacement for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. The Trustee will cancel and destroy every mutilated Certificate surrendered to it and shall deliver a certificate of destruction to the City at its request. If any Certificate is lost, destroyed or stolen, evidence of such loss, destruction or theft must be submitted to the Trustee, and, if such evidence is satisfactory to the Trustee and the City and, if an indemnity satisfactory to the Trustee and the City shall be given, the Trustee, -7-
at the expense of the Certificate Owner, shall execute and deliver a new Certificate of like principal amount, interest rate and maturity and numbered as the Trustee will determine in lieu of and in replacement for the Certificate so lost, destroyed or stolen. The Trustee may require payment of an appropriate fee for each replacement Certificate delivered under this Section and of the expenses which may be incurred by the Trustee in carrying out the duties under this Section. Any Certificate issued under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally entitled to the benefits of this Trust Agreement with all other Certificates secured by this Trust Agreement. The Trustee is not required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the principal amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of delivering a replacement for a Certificate which has been mutilated, lost, destroyed or stolen, and which has matured, the Trustee may make payment with respect to such Certificate upon receipt of indemnity satisfactory to the Trustee and the City.

SECTION 2.09. Payment. The Trustee will pay interest represented by the Certificates on each Interest Payment Date, to the person appearing on the Registration Books as the Owner thereof as of the close of business on the Record Date immediately preceding such Interest Payment Date, by check mailed to the Owner by first class mail at the Owner’s address appearing on the Registration Books. At the written request of the Owner of Certificates in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of the Record Date preceding any Interest Payment Date, the Trustee will pay interest represented by the Certificates by wire transfer in immediately available funds to such account in the United States as is specified in the written request. The principal and prepayment price represented by any Certificate at maturity or upon prior prepayment is payable in lawful money of the United States of America upon surrender of such Certificate at the Office of the Trustee. The provisions of this Section are subject in all respects to the provisions of Section 2.05 which shall govern the payment of principal of and interest on the Certificates at all times while they are held in book-entry form.

SECTION 2.10. Execution of Documents and Proof of Ownership. Any request, direction, consent, revocation of consent, or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by Certificate Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose, or by any bank, trust company or other depository for such Certificates. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the ownership of Certificates shall be sufficient for any purpose of this Trust Agreement (except as otherwise herein provided), if made in the following manner:
(a) The fact and date of the execution by any Owner, attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of an officer of any bank or trust company located within the United States of America, or of any notary public, or other officer authorized to take acknowledgments of deeds to be -8-
recorded in such jurisdictions, that the persons signing such instruments acknowledged before him the execution thereof. Where any such instrument is executed by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such certificate shall also constitute sufficient proof of authority.
(b) The fact of the ownership of Certificates by any person and the amount, the maturity and the numbers of such Certificates and the date of holding the same shall be proved by the Registration Books.

Nothing contained in this Section limits the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which the Trustee may deem sufficient. Any request or consent of the Owner of any Certificate binds every future Owner of the same Certificate in respect of anything done or suffered to be done by the Trustee under such request or consent.

SECTION 2.11. Registration Books. The Trustee shall keep or cause to be kept sufficient records for the registration and registration of transfer of the Certificates, which shall at all reasonable times upon prior notice be open to inspection by the City and the Corporation during regular business hours; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books, Certificates as hereinbefore provided.

ARTICLE III

DISPOSITION OF PROCEEDS OF SALE
SECTION 3.01. Application of Proceeds. The proceeds of the Certificates in the amount of $________ (representing the par amount of the Certificates, net of Original Purchaser’s discount in the amount of $_________ and [plus the amount of [net] original issue premium received on the sale of the Certificates in the amount of $_________][less the amount of [net] original issue discount on the sale of the Certificates in the amount of $_________]) received by the Trustee on the Closing Date shall forthwith be deposited by the Trustee in the following respective funds and in the following order of priority:
(a) The Trustee will deposit the amount of $__________ in the Costs of Issuance Fund.
(b) The Trustee will deposit the amount of $__________ in the Refunding Fund.
(c) The Trustee will deposit the amount of $__________, constituting the remainder of such proceeds, in the Project Fund.

The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate such deposits.
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SECTION 3.02. Costs of Issuance Fund. The Trustee shall establish and maintain a special fund designated as the “Costs of Issuance Fund” to be held by the Trustee in trust for the benefit of the City and the Owners of the Certificates, and applied solely as provided herein. The Trustee shall disburse amounts in the Costs of Issuance Fund to pay Costs of Issuance from time to time in accordance with one or more written requisitions signed by a City Representative and filed by the City with the Trustee substantially the form attached hereto as Appendix C. Each requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee has no duty to confirm the accuracy of such facts. On the date falling 90 days after the Closing Date, the Trustee shall transfer any funds remaining in the Costs of Issuance Fund to the Interest Account of the Installment Payment Fund to be credited towards amounts required to be transferred by the City for deposit therein for the payment of interest on the Certificates pursuant to Section 5.02(a), and the Trustee shall thereupon close the Costs of Issuance Fund.

SECTION 3.03. Refunding Fund. The Trustee shall establish and maintain a separate fund to be known as the “Refunding Fund.” Except as otherwise provided herein, moneys in the Refunding Fund will be used solely for the prepayment of the 2020 Installment Payments.

On [the Closing Date][_____________, 2023], the Trustee will disburse moneys in the Refunding Fund to the 2020 Assignee in accordance with a written requisition filed by the City with the Trustee specifying the amount of such disbursement and the name and address of the firm or corporation to whom payment is to be made. Such requisition will be sufficient evidence to the Trustee of the facts stated therein and the Trustee has no duty to confirm the accuracy of such facts. The Trustee has no responsibility for payments made in accordance with this Section. Following such disbursement, the Trustee shall transfer any funds remaining on deposit in the Refunding Fund to the Interest Account of the Installment Payment Fund to be credited towards amounts required to be transferred by the City for deposit therein for the payment of interest on the Certificates pursuant to Section 5.02(a), and the Trustee shall close the Refunding Fund.

SECTION 3.04. Project Fund. The Trustee shall establish and maintain a separate fund to be known as the “Project Fund.” Except as otherwise provided herein, moneys in the Project Fund shall be used solely for the payment of the Project Costs. The Trustee shall disburse moneys in the Project Fund from time to time to pay Project Costs (or to reimburse the City for payment of Project Costs) in accordance with one or more written requisitions signed by a City Representative and filed by the City with the Trustee substantially the form attached hereto as Appendix D. Each requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee has no duty to confirm the accuracy of such facts. The Trustee has no responsibility for payments made in accordance with this Section. The City shall maintain accurate records showing all disbursements from the Project Fund.

Upon the completion of the 2023 Project, the City shall deliver to the Trustee a written certificate of a City Representative as required by Section 3.5 of the Installment Sale Agreement stating that the 2023 Project has been substantially completed, stating that no further amounts are intended to be requisitioned from the Project Fund, and directing the Trustee to either (a) transfer all or a portion of the amounts remaining in the Project Fund to the Installment Payment Fund to be applied to pay the interest components of the Installment Payments next coming due and payable, or (b) transfer all -10-
or a portion of the amounts remaining in the Project Fund to the Installment Payment Fund to be applied the prepayment of Installment Payments under Section 7.2 of the Installment Sale Agreement and the corresponding prepayment of the Certificates under Section

4.01(a). Following disbursement of all amounts remaining in the Project Fund, the Trustee shall thereupon close the Project Fund.

If an Event of Default occurs under Section 6.1(a) of the Installment Sale Agreement prior to the closure of the Project Fund by the Trustee, the Trustee shall transfer all amounts remaining on deposit in the Project Fund to the Installment Payment Fund, to be credited to the payment of the Installment Payment then in default.

ARTICLE IV

PREPAYMENT OF CERTIFICATES
SECTION 4.01. Prepayment.
(a) Optional Prepayment. The Certificates maturing on or before February 1, 20__, are not subject to optional prepayment before their respective stated maturities.

The Certificates maturing on or after February 1, 20__, are subject to prepayment prior to their stated maturity, at the option of the City, in whole, or in part by lot, on February 1, 20__, or on any date thereafter, from prepayments of the Installment Payments made under Section 9.2 of the Installment Sale Agreement from any legally available source of funds of the City, upon payment of a prepayment price equal to 100% of the principal amount to be prepaid, together with accrued interest to the date fixed for prepayment, without premium.
(b) Mandatory Sinking Fund Prepayment. The Term Certificates are subject to mandatory prepayment in part by lot, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, without premium, in the aggregate respective principal amounts and on February 1 in the respective years as set forth in the following table; provided, however, that if some but not all of the Term Certificates have been prepaid under subsection (a) of this Section, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Term Certificates so prepaid, to be allocated among such sinking fund payments in integral multiples of $5,000 (as set forth in a schedule provided by the City to the Trustee).

Term Certificates Maturing
February 1, 20__
Sinking Fund
Prepayment Date
(February 1)
Principal Amount
To Be Prepayment
$
SECTION 4.02. Selection of Certificates for Prepayment. Whenever provision is made in this Trust Agreement for the prepayment of Certificates and less than all -11-
Outstanding Certificates of any maturity are called for prepayment, the Trustee shall select Certificates of such maturity for prepayment from such maturities as are designated by the City (or if the City fails to designate such maturities, by lot within a maturity. For the purposes of such selection, Certificates shall be deemed to be composed of $5,000 portions, and any such portion may be separately prepaid.

SECTION 4.03. Notice of Prepayment. When prepayment is authorized or required under Section 4.01, the Trustee shall give notice of the prepayment of the Certificates on behalf and at the expense of the City. Such notice shall:
(a) state the prepayment date and prepayment price;
(b) state the numbers or maturities of the Certificates to be prepaid, if less than all of the then Outstanding Certificates are to be called for prepayment;
(c) if a Certificate is to be prepaid only in part, identify the portion of the Certificate which is to be prepaid;
(d) require that such Certificates be surrendered on the prepayment date at the Office of the Trustee for prepayment at said prepayment price; (e) state that interest represented by the Certificates will not accrue from and after the prepayment date; and
(f) state that on the prepayment date the principal represented by each Certificate will become due and payable, together with accrued interest represented thereby to the prepayment date, and that from and after such date interest represented thereby ceases to accrue and be payable.

The Trustee has no liability for any designation of the CUSIP numbers of the Certificates to be prepaid, and neither the failure to identify the CUSIP numbers of the Certificates to be prepaid nor any incorrect designation of such CUSIP numbers will affect the sufficiency of the proceedings for the prepayment of such Certificates or the cessation of accrual of interest represented thereby from and after the date fixed for prepayment.

The Trustee shall give notice of prepayment to the Owners of Certificates designated for prepayment at their respective addresses appearing on the Registration Books, and shall cause a notice of prepayment to be posted on the Electronic Municipal Market Access (EMMA) website of the Municipal Securities Rulemaking Board, at least 20 days but not more than 60 days prior to the prepayment date. Neither the failure to receive any such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the prepayment of such Certificates or the cessation of accrual of interest represented thereby from and after the date fixed for prepayment.

The City may rescind any optional prepayment of the Certificates, and notice thereof, for any reason on any date prior to the date fixed for such optional prepayment by causing written notice of the rescission to be given to the Owners of the Certificates so called for prepayment. Notice of rescission of optional prepayment will be given in the same manner in which the notice of prepayment was originally given. The actual receipt -12-
of notice of such rescission is not a condition precedent to rescission and failure to receive such notice or any defect in such notice will not affect the validity of the rescission. None of the City, the Corporation, or the Trustee shall have any liability to the Owners of any Certificates, or any other party, as a result of the City’s decision to rescind an optional prepayment of the Certificates.

SECTION 4.04. Partial Prepayment of Certificates. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute, register, and deliver to the Owner thereof, at the expense of the City, a new Certificate or Certificates of authorized denominations equal in aggregate principal amount to the unprepaid portion of the Certificate surrendered and of the same interest rate and the same maturity.

SECTION 4.05. Effect of Notice of Prepayment. Moneys for the prepayment (including the interest to the applicable date of prepayment) of Certificates having been set aside in the Installment Payment Fund, the Certificates shall become due and payable on the date of such prepayment, and, upon presentation and surrender thereof at the Office of the Trustee, said Certificates shall be paid at the unpaid principal amount (or applicable portion thereof) represented thereby plus interest accrued and unpaid to said date of prepayment.

If, on said date of prepayment, moneys for the prepayment of all the Certificates to be prepaid, together with interest represented thereby to said date of prepayment, shall be held by the Trustee so as to be available therefor on such date of prepayment, then, from and after said date of prepayment, interest represented by the Certificates shall cease to accrue and become payable. All moneys held by the Trustee for the prepayment of Certificates shall be held in trust for the account of the Owners of the Certificates so to be prepaid, and shall be held by the Trustee in cash uninvested.

All Certificates paid at maturity or prepaid prior to maturity under the provisions of this Article shall be canceled upon surrender thereof.

SECTION 4.06. Purchase of Certificates. In lieu of prepayment of Certificates as provided in this Article, amounts held by the Trustee for such prepayment may, at the written request of the City Representative received by the Trustee at least 75 days prior to the selection of Certificates for prepayment, be applied by the Trustee to the purchase of Certificates at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) as the City may in its discretion direct, but not to exceed the prepayment price which would be payable if such Certificates were prepaid.
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ARTICLE V
INSTALLMENT PAYMENTS;

INSTALLMENT PAYMENT FUND
SECTION 5.01. Assignment of Rights in Installment Sale Agreement. The Corporation hereby irrevocably transfers, assigns and sets over to the Trustee, without recourse to the Corporation, all of its rights in the Installment Sale Agreement (excepting only the Corporation's rights to receive Additional Payments under Section 4.8 and the Corporation’s rights to give approvals and consents thereunder), including but not limited to all of the Corporation’s rights to receive and collect all of the Installment Payments and all other amounts required to be deposited in the Installment Payment Fund, and the Trustee hereby accepts such assignment.

The City shall pay to the Trustee all Installment Payments and other amounts which have been assigned to the Trustee hereunder. Any Installment Payments collected or received by the Corporation shall be deemed to be held and to have been collected or received by the Corporation as the agent of the Trustee, and the Corporation shall immediately transfer all such Installment Payments and other amounts to the Trustee.

SECTION 5.02. Establishment of Installment Payment Fund. The Trustee shall establish and maintain a special fund designated as the “Installment Payment Fund,” into which the Trustee shall deposit all amounts paid to the Trustee for such purpose under the Installment Sale Agreement. Within the Installment Payment Fund, the Trustee shall establish separate accounts designated as the “Interest Account,” “Principal Account” and “Redemption Account.”
All moneys at any time deposited by the Trustee in the Installment Payment Fund shall be held by the Trustee in trust for the benefit of the City and the Owners of the Certificates, and are hereby pledged to secure the payment of the principal of and interest and premium (if any) represented by the Certificates. This pledge constitutes a lien on and security interest in the Installment Payment Fund and shall attach, be perfected and be valid and binding from and after the Closing Date, without the need for any physical delivery thereof or further act. So long as any Certificates are Outstanding, neither the City nor the Corporation have any beneficial right or interest in the Installment Payment Fund or the moneys deposited therein, except only as provided in the Installment Sale Agreement or herein, and such moneys shall be used and applied by the Trustee as hereinafter set forth.

SECTION 5.03. Application of Moneys. Except as provided in Sections 5.04 and

11.03, the Trustee shall apply amounts in the Installment Payment Fund solely for the purpose of paying the principal, interest and prepayment premiums (if any) represented by the Certificates as the same shall become due and payable, in accordance with the provisions of Article II and Article IV, and in the following manner and order of priority:
(a) Interest Account. The Trustee shall deposit to the Interest Account on or before the last Business Day of each January and July an amount equal to the amount of interest to be paid on Outstanding Certificates on the next Interest Payment Date. Moneys in the Interest Account shall be used to pay interest on the Certificates as it becomes due.
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(b) Principal Account. The Trustee shall deposit to the Principal Account on or before the last Business Day of each January (in each Bond Year ending on a date on which Certificates mature), an amount equal to the principal amount at maturity plus an amount equal to any mandatory sinking fund redemption requirement of Section 4.01(b) of Certificates Outstanding that will mature or be subject to mandatory redemption on the last day of such Bond Year. Moneys in the Principal Account shall be used to retire Certificates by payment at their scheduled maturity or to redeem Certificates on their mandatory sinking fund prepayment dates. (c) Redemption Account. If the City makes an optional prepayment of any installment of principal which is to be applied to prepay Certificates in accordance with Section 4.01(a) and specifying the amount and maturities of Certificates to be redeemed and the optional redemption date, the amount so paid shall be credited to the Redemption Account and applied promptly by the Trustee, first, to cause the amounts credited to the Interest Account or the Principal Account of the Installment Payment Fund, in that order, to be not less than the amounts then required to be credited thereto, and, second, to retire Certificates by purchase, redemption or both purchase and redemption in accordance with the City’s directions.

SECTION 5.04. Surplus. At the written request of the City any surplus remaining in the Installment Payment Fund, after prepayment and payment of all Certificates, including all premiums and accrued interest (if any) and payment of any applicable fees and expenses to the Trustee, will be withdrawn by the Trustee and remitted to the City to be used for any lawful purpose of the City.

ARTICLE VI
MONEYS IN FUNDS; INVESTMENT
SECTION 6.01. Held in Trust. The moneys and Permitted Investments held by the Trustee under this Trust Agreement are irrevocably held in trust for the benefit of the City and the Owners of the Certificates solely for the purposes herein specified, and such moneys, and any income or interest earned thereon, shall be expended only as provided in this Trust Agreement, and is not subject to levy or attachment or lien by or for the benefit of any creditor of the Corporation, the Trustee, the City or the Owner of any Certificates.

SECTION 6.02. Investments Authorized. Upon the written request of the City filed with the Trustee from time to time, moneys held by the Trustee in any fund or account established hereunder shall be invested and reinvested by the Trustee in Permitted Investments which mature not later than the date such moneys are required or estimated by the City to be required to be expended hereunder. In the absence of any written request of the City directing the investment of uninvested moneys held by the Trustee hereunder, the Trustee shall hold such moneys uninvested. Such investments, if registrable, shall be registered in the name of the Trustee, as trustee or in the name of its nominee, and shall be held by the Trustee. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section and shall be entitled to its customary fee therefor. Such investments and reinvestments shall be made giving full consideration to the time at which funds are required to be available. The Trustee or any -15-
of its affiliates may act as purchaser or agent in the making or disposing of any investment.

Whenever in this Trust Agreement any moneys are required to be transferred by the City to the Trustee, such transfer may be accomplished by transferring a like amount of Permitted Investments. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee is not responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with this Section. The Trustee may rely conclusively and without liability upon investment direction of the City as to the suitability and legality of the directed investments.

The City shall invest amounts held by it in any fund or account established hereunder or under the Installment Sale Agreement in any investments which are authorized for the investment of City funds under the laws of the State of California.

Ratings of Permitted Investments referred to herein shall be determined at the time of purchase of such Permitted Investments and without regard to rating subcategories.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments or the responsibility to validate the ratings of Permitted Investments prior to the initial purchase.

SECTION 6.03. Accounting. The Trustee shall furnish to the City, not less than monthly, an accounting (in the form customarily used by the Trustee) of all investments and other transactions made by the Trustee under this Trust Agreement. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, at no additional cost, the City specifically waives receipt of such confirmations to the extent permitted by law.

SECTION 6.04. Allocation of Earnings. Any income, profit or loss on such investments shall be deposited in or charged to the respective funds and accounts from which such investments were made.

SECTION 6.05. Valuation and Disposition of Investments. (a) Except as otherwise provided in subsection (b) of this Section, all investments of amounts deposited in any fund or account created by or under this Trust Agreement, or otherwise containing gross proceeds of the Certificates (within the meaning of Section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Trust Agreement or the Tax Code) at Fair Market Value as such term is defined in subsection (d) below. The Trustee has no duty in connection with the determination of Fair Market Value other than to follow (i) the investment directions of the City in any written directions of a City Representative, and (ii) its normal practices in the purchase, sale and determining the value of Permitted Investments. The Trustee may use and rely conclusively and without liability upon any generally recognized pricing information service (including brokers and dealers in securities) available to it. (b) Investments in any funds or accounts (or portions thereof) that are subject to a yield restriction under the Tax Code shall be valued at their present value (within the meaning of Section 148 of the Tax Code). The City shall inform the Trustee which funds are subject to a yield restriction.
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(c) Except as provided in subsection (b), for the purpose of determining the amount in any fund, the value of Permitted Investments credited to such fund shall be valued by the Trustee at least quarterly at the Fair Market Value thereof. The Trustee may sell or present for prepayment, any Permitted Investment so purchased by the Trustee whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal, or disbursement from the fund to which such Permitted Investment is credited, and the Trustee is not liable or responsible for any loss resulting from any such Permitted Investment.
(d) For purposes of this Section, the term “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security – State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and any related parties do not own more than a 10% beneficial interest therein if the return paid by the fund is without regard to the source of the investment.

ARTICLE VII

THE TRUSTEE
SECTION 7.01. Appointment of Trustee. The Bank of New York Mellon Trust Company, N.A. is hereby appointed Trustee by the Corporation and the City for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Trust Agreement. The Corporation and the City agree that they shall maintain a Trustee having a corporate trust office in the State of California and having a combined capital and surplus (or whose related bank holding company has a combined capital and surplus) of at least $50,000,000, and which shall be subject to supervision or examination by federal or state authority, so long as any Certificates are Outstanding. If such bank or trust company publishes a report of condition at least annually under law or to the requirements of any supervising or examining authority above referred to then for the purpose of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The City and the Corporation covenant that they shall maintain a Trustee qualified under the provisions of the foregoing provisions of this Section, so long as any Certificates are Outstanding.
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The Trustee is hereby authorized to pay or prepay the Certificates when duly presented as provided herein for payment at maturity, or on prepayment, or on purchase by the Trustee as directed by the City prior to maturity in accordance with Section 4.06, and to cancel all Certificates upon payment thereof. The Trustee shall keep accurate records of all funds administered by it and of all Certificates paid and discharged. The Trustee shall be compensated for its services rendered under the provisions of this Trust Agreement.

SECTION 7.02. Acceptance of Trusts. The Trustee hereby accepts the express trusts imposed upon it by this Trust Agreement, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Trustee, prior to the occurrence of an Event of Default and after curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Trust Agreement, and shall use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs.
(b) No provision in this Trust Agreement requires the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(c) The Trustee is not responsible or liable for any recital herein, or in the Certificates, or for any of the supplements thereto or instruments of further assurance, or for the validity or sufficiency of the security for the Certificates executed and delivered hereunder or intended to be secured hereby and the Trustee shall not be bound at any time to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Corporation or the City under the Installment Sale Agreement. The Trustee is not responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance herewith.
(d) The Trustee is not accountable for the use of any Certificates delivered hereunder. The Trustee may become the Owner of Certificates with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidence of indebtedness of the City with the same rights it would have if it were not the Trustee; and may act as a depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Certificates, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Certificates then Outstanding.
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(e) The Trustee shall be protected in acting upon any notice, request, requisition, consent, certificate, order, affidavit, letter, telegram, direction, facsimile transmission, electronic mail or other paper or document believed by the trust officer responsible for the administrative of the trusts created hereunder to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith under this Trust Agreement upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Certificate, shall be conclusive and binding upon all future Owners of the same Certificate and upon Certificates delivered in exchange therefor or in place thereof. The Trustee is not bound to recognize any person as an Owner of any Certificate or to take any action at such person’s request unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee.
(f) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by a Corporation Representative or a City Representative as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default of which the Trustee has been given notice or is deemed to have notice, as provided in Section 7.02(h), shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of a Corporation Representative or a City Representative to the effect that an authorization in the form therein set forth has been adopted by the Corporation or the City, as the case may be, as conclusive evidence that such authorization has been duly adopted, and is in full force and effect.
(g) The permissive right of the Trustee to do things enumerated in this Trust Agreement may not be construed as a duty and the Trustee is not answerable for other than its negligence or willful misconduct.

The immunities and exceptions from liability of the Trustee extend to its officers, directors, employees and agents.
(h) The Trustee is not required to take notice or be deemed to have notice of any Event of Default hereunder except failure by the City to make any of the Installment Payments to the Trustee required to be made by the City under the Installment Sale Agreement or failure by the Corporation or the City to file with the Trustee any document required by this Trust Agreement or the Installment Sale Agreement to be so filed subsequent to the delivery of the Certificates, unless the Trustee shall be specifically notified in writing of such default by the Corporation, the City or the Owners of at least 25% in aggregate -19-
principal amount of Certificates then Outstanding. All notices or other instruments required by this Trust Agreement to be delivered to the Trustee must, in order to be effective, be delivered at the Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default except as aforesaid.
(i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and
representatives, have the right (but not any duty) fully to inspect the books, papers and records of the Corporation or the City pertaining to the Certificates, and to take such memoranda from and with regard thereto as may be desired.
(j) The Trustee is not required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises.
(k) Notwithstanding anything elsewhere in this Trust Agreement with respect to the execution of any Certificates, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Trust Agreement, the Trustee has the right, but is not required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, which may be deemed desirable by the Trustee for the purpose of establishing the right of the Corporation or the City to the execution of any Certificates, the withdrawal of any cash, or the taking of any other action by the Trustee.
(l) Before taking any action referred to in Section 11.03 at the direction of the Certificate Owners, the Trustee may require that a satisfactory indemnity bond be furnished by the Certificate Owners, or any of them, for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any such action.
(m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. The Trustee has no liability for interest on any moneys received hereunder except such as may be agreed upon, other than interest derived from investments made or required to be made under Section 6.02.
(n) The Trustee is not responsible for the sufficiency of the Installment Sale Agreement, or its right to receive moneys under the Installment Sale Agreement.
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(o) The Trustee is not liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in aggregate principal amount of the Outstanding Certificates relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Trust Agreement.
(p) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers and the Trustee is not responsible for any misconduct or negligence on the part of any attorney, agent, or receiver appointed with due care. The Trustee shall be entitled to advice or an opinion of counsel concerning all matters of trust and its duty hereunder and shall be protected in any action taken or suffered by it hereunder in reliance on such advice or opinion.
(q) The Trustee is not liable for any error of judgment made in good faith, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.
(r) The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the 2023 Project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. (s) The Trustee agrees to accept and act upon facsimile transmission of written instructions and/or directions under this Trust Agreement provided, however, that: (i) subsequent to such facsimile transmission of written instructions and/or directions the Trustee, if provided to the Trustee, shall forthwith receive the originally executed instructions and/or directions, (ii) such originally executed instructions and/or directions shall be signed by a person as may be designated and authorized to sign for the party signing such instructions and/or directions, and (iii) the Trustee has received a current incumbency certificate containing the specimen signature of such designated person.

SECTION 7.03. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement by the City for reasonable fees for its services -21-
rendered hereunder and all advances, agent and counsel fees (including expenses) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. The Trustee has a first lien with right of payment prior to payment on account of principal and interest represented by any Certificate upon the amounts held hereunder for the foregoing fees, charges and expenses incurred by it respectively. The Trustee shall be entitled to interest on all moneys advanced by it in the performance of its duties hereunder at the maximum legal rate allowable.

SECTION 7.04. Notice to Certificate Owners of Default. If an Event of Default occurs of which the Trustee has been given or is deemed to have notice, as provided in Section 7.02(h), then the Trustee shall promptly give written notice thereof by first class mail, postage prepaid, to the Owner of each Outstanding Certificate, unless such Event of Default has been cured before the giving of such notice; provided, however that unless such Event of Default consists of the failure by the City to make any Installment Payment when due, the Trustee may elect not to give such notice to the Certificate Owners if and so long as the Trustee in good faith determines that it is in the best interests of the Certificate Owners not to give such notice.

SECTION 7.05. Removal of Trustee. The City may remove the Trustee upon 30 days’ prior written notice, unless an Event of Default has occurred and is continuing, and shall remove the Trustee (a) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of a majority in aggregate principal amount of the Certificates then Outstanding (or their attorneys duly authorized in writing) or (b) if at any time the Trustee ceases to be eligible in accordance with Section 7.01, or shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation. In each case such removal shall be accomplished by the giving of 30 days’ prior written notice of such removal by the City to the Trustee, whereupon the City shall appoint a successor Trustee in accordance with Section 7.07.

SECTION 7.06. Resignation by Trustee. The Trustee and any successor Trustee may at any time resign by giving written notice by registered or certified mail to the City.

Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee in accordance with Section 7.07. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the City shall mail notice thereof to the Certificate Owners at their respective addresses set forth on the Registration Books.

SECTION 7.07. Appointment of Successor Trustee. If the Trustee resigns or is removed under Sections 7.05 or 7.06, respectively, the City shall promptly appoint a successor Trustee. If the City for any reason whatsoever fails to appoint a successor Trustee within 30 days following the delivery to the Trustee of the instrument described in Section 7.05 or within 30 days following the receipt of notice by the City under Section

7.06, the Trustee may apply, at the expense of the City, to any federal or state court for the appointment of a successor Trustee meeting the requirements of Section 7.01. Any such successor Trustee appointed by such court will become the successor Trustee hereunder notwithstanding any action by the City purporting to appoint a successor Trustee following the expiration of such 30 day period. -22-
SECTION 7.08. Merger or Consolidation. Any company or association into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company or association to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company or association shall be eligible under Section 7.01, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

SECTION 7.09. Concerning any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Corporation and the City an instrument in writing accepting such appointment hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of the City, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the City be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City.

SECTION 7.10. Non-Liability of Trustee. The recitals, statements and representations by the City and the Corporation contained in this Trust Agreement or in the Certificates shall be taken and construed as made by and on the part of the City and the Corporation, as the case may be, and not by the Trustee, and the Trustee has no responsibility, obligation or liability for the correctness of any thereof.

The Trustee is not (a) responsible for the sufficiency or enforceability of the Installment Sale Agreement or the assignment hereunder of its rights to receive Installment Payments, (b) deemed to have knowledge of any Event of Default unless and until it has received written notice thereof or has actual knowledge thereof or except as provided in Section 7.02(h) or (c) accountable for the use or application by the City or the Corporation of any funds which the Trustee has released under this Trust Agreement.

SECTION 7.11. Actions Through Agents. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee is not answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care.

The Trustee is not answerable for the exercise of any discretion or power under this Trust Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own negligence or willful misconduct.

SECTION 7.12. Nature of Trust Engagement. The Trustee undertakes to perform such duties and only such duties as are expressly and specifically set forth in the Trust Agreement and no implied covenants or obligations whatsoever shall be read into the Trust Agreement against the Trustee. In accepting the trusts hereby created, the Trustee -23-
acts solely as Trustee and not in its individual capacity. All persons, including without limitation the Owners, the City and the Corporation having any claim against the Trustee arising from the Trust Agreement shall look only to the funds and accounts hereunder for payment except as otherwise provided herein; provided, however, that nothing in this sentence is intended or shall be construed to apply to, or limit the source of payment of, claims against the Trustee arising from the negligence or willful misconduct of the Trustee.

Under no circumstances is the Trustee liable in its individual capacity for payment of the obligations represented by the Certificates.

ARTICLE VIII

MODIFICATION OR AMENDMENT OF AGREEMENTS
SECTION 8.01. Amendments Permitted Without Consent of Owners. This Trust Agreement and the rights and obligations of the Owners of the Certificates, and the Installment Sale Agreement and the rights and obligations of the respective parties thereto, may be modified or amended at any time by a supplemental agreement, without the consent of any of the Certificate Owners, only to the extent permitted by law and only for any one or more of the following reasons:
(a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein reserved to the City,
(b) to cure, correct or supplement any ambiguous or defective provision contained herein or therein,
(c) in any respect whatsoever in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which do not, in the opinion of Bond Counsel, materially adversely affect the interests of the Owners of the Certificates, or
(d) to provide for matters relating to the issuance of Additional Parity Debt.

Any such supplemental agreement entered into under this Section will become effective upon execution and delivery by the parties hereto or thereto as the case may be.

The Trustee will mail a notice thereof to each Rating Agency at least 15 days prior to the effective date of the supplement agreement.

SECTION 8.02. Amendments Permitted With Consent of Owners. Except as permitted under Section 8.01, this Trust Agreement and the rights and obligations of the Owners of the Certificates, and the Installment Sale Agreement and the rights and obligations of the parties thereto, may be modified or amended at any time by a supplemental agreement which will become effective when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding have been filed with the Trustee.
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No modification or amendment under this Section may (a) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the prepayment thereof, without the express consent of the Owner of such Certificate, or (b) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of the Installment Sale Agreement, without the consent of the Owners of 100% in aggregate principal amount of the Outstanding Certificates, or (c) modify any of the rights or obligations of the Trustee without its written assent thereto.

Any such supplemental agreement may not become effective unless there is filed with the Trustee the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding and the Trustee has given the notice required below. Each such consent shall be effective only if accompanied by proof of ownership of the Certificates for which such consent is given, which proof shall be such as is permitted by Section 2.10. Any such consent shall be binding upon the Owner of the Certificate giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed.

After the Owners of the required percentage of Certificates have filed their consents to such supplemental agreement, the Trustee will mail a notice thereof to the Owners of the Certificates in the manner hereinbefore provided in this Section for the mailing of such supplemental agreement of the notice of adoption thereof, The notice mailed under the preceding sentence must state in substance that such supplemental agreement has been consented to by the Owners of the required percentage of Certificates and will be effective as provided in this Section (but failure to mail copies of said notice will not affect the validity of such supplemental agreement or consents thereto).

A record, consisting of the papers required by this Section to be filed with the Trustee, shall be conclusive proof of the matters therein stated. Such supplemental agreement shall become effective and shall be deemed conclusively binding upon the parties hereto, the Owners of all Certificates at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such 60-day period.

SECTION 8.03. Execution and Effect of Supplemental Agreement. Prior to executing any amendment hereof, the Trustee shall be entitled to receive and rely upon an opinion of counsel stating the execution of such amendment is authorized or permitted hereunder. From and after the time any supplemental agreement becomes effective under this Article, this Trust Agreement or the Installment Sale Agreement, as the case may be, shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Certificates Outstanding, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any supplemental agreement shall be deemed to be part of the terms and conditions of this Trust Agreement or the Installment Sale Agreement for any and all purposes.
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SECTION 8.04. Endorsement or Replacement of Certificates Delivered After Amendments. The City may determine that Certificates shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Certificate Outstanding at such effective date and presentation of such Owner’s Certificate for the purpose at the Office of the Trustee, a suitable notation shall be made on such Certificate. The City may determine that the delivery of substitute Certificates, so modified as in the opinion of the City is necessary to conform to such Certificate Owner’s action, which shall thereupon be prepared, executed and delivered at the expense of the City. In that case, upon demand of the Owner of any Certificate then Outstanding, such substitute Certificate shall be exchanged at the Office of the Trustee, without cost to such Owner, for a Certificate of the same character then Outstanding, upon surrender of such Outstanding Certificate.

SECTION 8.05. Amendatory Endorsement of Certificates. The provisions of this Article do not prevent any Certificate Owner from accepting any amendment as to the particular Certificates held by such Owner, provided that proper notation thereof is made on such Certificates.

SECTION 8.06. Notice to Rating Agencies. The City shall mail copies of any proposed amendment or modification hereof to each Rating Agency at least 10 days prior to the effective date of any such amendment or modification.

ARTICLE IX

OTHER COVENANTS
SECTION 9.01. Compliance With and Enforcement of Installment Sale Agreement.

The City covenants and agrees with the Trustee, for the benefit of the Owners of the Certificates, to perform all obligations and duties imposed on it under the Installment Sale Agreement. The City will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for cancellation or termination of the Installment Sale Agreement by the Corporation thereunder.

SECTION 9.02. Observance of Laws and Regulations. The City will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the City, including its right to exist and carry on business as a public agency, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.

SECTION 9.03. Recordation and Filing. The City shall record and file all such documents as may be required by law (and shall take all further actions which may be necessary or be reasonably required by the Trustee), all in such manner, at such times and in such places as may be required by law in order fully to preserve, protect and perfect the security of the Trustee and the Certificate Owners. -26-
SECTION 9.04. Tax Covenants.
(a) Private Business Use Limitation. The City will assure that the proceeds of the Certificates are not used in a manner which would cause any of the obligations of the City under the Installment Sale Agreement to become “private activity bonds” under and within the meaning of Section 141(a) of the Tax Code.
(b) Private Loan Limitation. The City will assure that no more than 5% of the aggregate amount of the proceeds of the Certificates are used, directly or indirectly, to make or finance a loan (other than loans constituting nonpurpose obligations as defined in the Tax Code or constituting assessments) to persons other than state or local government units.
(c) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of the same would be to cause the obligations of the City under the Installment Sale Agreement to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code.
(d) No Arbitrage. The City will not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Certificates or of any other obligations which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the obligations of the City under the Installment Sale Agreement to be “arbitrage bonds” within the meaning of Section 148(a) of the Tax Code.
(e) Rebate of Excess Investment Earnings to United States. The City will calculate or cause to be calculated the Excess Investment Earnings in all respects at the times and in the manner required under the Tax Code. The City will pay the full amount of Excess Investment Earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Tax Code. Such payments will be made by the City from any source of legally available funds of the City.

The City will keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the Certificates, records of the determinations made under this subsection (e). In order to provide for the administration of this subsection (e), the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate. The Trustee has no duty or obligation to monitor or enforce compliance by the City of any of the requirements herein.

SECTION 9.05. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of that certain Continuing Disclosure Certificate executed by the City as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with its terms. Notwithstanding any other provision of this Trust Agreement, failure of the City to comply with such Continuing Disclosure Certificate shall not constitute an Event of Default; provided, however, that any Participating Underwriter (as such term is defined in such Continuing Disclosure Certificate) or any Owner of the Certificates may take such actions as may be necessary and appropriate to compel performance by the City of its obligations under this Section, including seeking mandate or specific performance by court order. -27-
SECTION 9.06. Further Assurances. The Corporation and the City will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and of the Installment Sale Agreement, and for the better assuring and confirming unto the Owners of the Certificates the rights and benefits provided herein.

ARTICLE X

LIMITATION OF LIABILITY
SECTION 10.01. Limited Liability of City and Corporation. Except for the payment of Installment Payments when due in accordance with the Installment Sale Agreement and the performance of the other covenants and agreements of the City contained in the Installment Sale Agreement and herein, the City has no pecuniary obligation or liability to the Corporation, the Trustee or the Owners of the Certificates with respect hereto or the terms, execution, delivery or transfer of the Certificates, or the distribution of Installment Payments to the Owners by the Trustee, except as expressly set forth herein.

The Corporation has no pecuniary obligation or liability to the City or the Trustee, or to any of the Owners of the Certificates, with respect to the performance by the City of its obligations under the Installment Sale Agreement or this Trust Agreement, with respect hereto or the terms, execution, delivery or transfer of the Certificates, or with respect to the distribution of Installment Payments to the Owners by the Trustee.

SECTION 10.02. No Liability for Trustee Performance. Neither the City nor the Corporation have any obligation or liability to any of the other parties or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it hereunder.

SECTION 10.03. Indemnification of Corporation and Trustee. To the extent permitted by law, the City shall indemnify the Corporation and Trustee, and their respective officers, directors, agents and employees, against all claims, losses, costs, expenses, liability and damages, including legal fees and expenses, arising out of or in connection with any of the following: (a) the failure by the City to observe and perform any of its obligations under the Installment Sale Agreement, (b) the Trustee’s exercise and performance of its powers and duties hereunder or in connection with the Installment Sale Agreement, or (c) the execution, delivery and sale of the Certificates.

No indemnification will be made under this Section or elsewhere herein for willful misconduct or negligence hereunder by the Trustee or the Corporation, or their respective officers, agents, employees, successors or assigns. The City’s obligations under this Section shall remain valid and binding notwithstanding maturity and payment of the Certificates and the resignation or removal of the Trustee.

SECTION 10.04. Opinion of Counsel. Before being required to take any action, the Trustee may require an opinion of counsel acceptable to the Trustee, or an opinion of Bond Counsel acceptable to the Trustee with respect to any federal tax matters, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so in good faith, Trustee shall be absolutely protected in relying on any such opinion or certificate obtained by the Trustee.
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SECTION 10.05. Limitation of Rights to Parties and Certificate Owners. Nothing herein or in the Certificates expressed or implied is intended or shall be construed to give any person other than the City, the Corporation, the Trustee and the Owners of the Certificates, any legal or equitable right, remedy or claim under or in respect hereof or any covenant, condition or provision hereof; and all such covenants, conditions and provisions are and shall be for the sole and exclusive benefit of the City, the Corporation, the Trustee and the Owners.

ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

OF CERTIFICATE OWNERS
SECTION 11.01. Assignment of Rights. Under Section 5.01, the Corporation transfers, assigns and sets over to the Trustee all of the Corporation’s rights in and to the Installment Sale Agreement (excepting only the Corporation’s rights under Sections 4.7 and 6.4 thereof and its rights to give approvals or consents thereunder), including without limitation all of the Corporation’s rights to exercise such rights and remedies conferred on the Corporation under the Installment Sale Agreement as may be necessary or convenient (a) to enforce payment of the Installment Payments and any other amounts required to be deposited in the Installment Payment Fund, and (b) otherwise to exercise the Corporation’s rights and take any action to protect the interests of the Trustee or the Certificate Owners upon the occurrence of an Event of Default.

SECTION 11.02. Remedies. If an Event of Default occurs, then and in each and every such case during the continuance of such Event of Default, the Trustee may, and at the written direction of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding the Trustee (to the extent indemnified as provided herein) shall, exercise any and all remedies available under law or granted under the Installment Sale Agreement.

SECTION 11.03. Application of Funds. All moneys received by the Trustee under any right given or action taken under the provisions of this Article or Article VI of the Installment Sale Agreement and any other funds then held by the Trustee shall be applied by the Trustee in the following order:

First, to the payment of the fees, costs and expenses of the Trustee in declaring and enforcing such Event of Default and in the performance of its powers and duties under the Trust Agreement including reasonable compensation to its agents, attorneys and counsel, and then to the Certificate Owners in declaring and enforcing an Event of Default, including compensation to their agents, attorneys and counsel;
Second, to the payment of the whole amount then owing and unpaid with respect to the Certificates for principal and interest, with interest on the overdue principal and installments of interest at the rate or rates of interest borne by the respective Certificates (but such interest on overdue installments of interest shall be paid only to the extent funds are available therefor following payment of principal and interest and interest on overdue -29-
principal, as aforesaid), and in case such moneys are insufficient to pay in full the whole amount so owing and unpaid with respect to the Certificates, then to the payment of such principal and interest without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest.

SECTION 11.04. Institution of Legal Proceedings. If one or more Events of Default shall happen and be continuing, the Trustee in its discretion may, and upon the written request of the Owners of a majority in principal amount of the Certificates then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of Certificates by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as shall be deemed most effectual in support of any of its rights or duties hereunder. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Certificate Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Certificates or the rights of any Certificate Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Certificate Owner in any such proceeding without the approval of the Certificate Owners so affected.

SECTION 11.05. Non-waiver. Nothing in this Article or in any other provision hereof or in the Certificates, shall affect or impair the obligation of the City, which is absolute and unconditional, to pay or prepay the Installment Payments as provided in the Installment Sale Agreement, or affect or impair the right of action, which is also absolute and unconditional, of the Certificate Owners to institute suit to enforce and collect such payment. No delay or omission of the Trustee or any Owner of any of the Certificates to exercise any right or power arising upon the happening of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every power and remedy given by this Article to the Trustee or the Owners of Certificates may be exercised from time to time and as often as shall be deemed expedient by the Trustee or the Certificate Owners.

SECTION 11.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or the Certificate Owners is intended to be exclusive of any other remedy, and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise.

SECTION 11.07. Power of Trustee to Control Proceedings. If the Trustee, upon the happening of an Event of Default, has taken any action, by judicial proceedings or otherwise, under its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, it has full power, in the exercise of its discretion for the best interests of the Owners of the Certificates, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action.

SECTION 11.08. Limitation on Certificate Owners’ Right to Sue. No Owner of any Certificate issued hereunder has the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Trust Agreement, unless:
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(a) such Owner has previously given to the Trustee written notice of the occurrence of an Event of Default hereunder;
(b) the Owners of a majority in aggregate principal amount of all the Certificates then Outstanding have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name;
(c) the Owners have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and
(d) the Trustee has refused or omitted to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Certificates of any remedy hereunder; it being understood and intended that no one or more Owners of Certificates has any right in any manner whatever by its or their action to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity with respect to an Event of Default shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Certificates.

The right of any Owner of any Certificate to receive payment of said Owner’s direct, undivided fractional interest in the Installment Payments as the same become due, or to institute suit for the enforcement of such payment, shall not be impaired or affected without the consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision hereof.

ARTICLE XII

MISCELLANEOUS
SECTION 12.01. Discharge of this Trust Agreement. If and when the obligations represented by any Outstanding Certificates are paid and discharged in any one or more of the following ways:
(a) by paying or causing to be paid the principal and interest represented by such Certificates, as and when the same become due and payable; or
(b) by irrevocably depositing with the Trustee or any other fiduciary, security for the payment of Installment Payments relating to such Certificates as more particularly described in Section 7.1 of the Installment Sale Agreement, said security to be held by the Trustee on behalf of the City to be applied by the Trustee or by such other -31-
fiduciary to pay or prepay such Installment Payments as the same become due, under Section 7.1 of the Installment Sale Agreement; then, notwithstanding that such Certificates have not been surrendered for payment, all rights hereunder of the Owners of such Certificates and all obligations of the Corporation, the Trustee and the City with respect to such Certificates shall cease and terminate, except only the obligations of the City and the Corporation under Section 7.03, the obligations of the City under Section 10.03, the obligations of the Trustee under Sections 2.07 and 2.08, and the obligation of the Trustee to pay or cause to be paid, from Installment Payments paid by or on behalf of the City from funds deposited under the preceding paragraph (b) of this Section, to the Owners of such Certificates not so surrendered and paid all sums represented thereby when due and in the event of deposits under the preceding paragraph (b), such Certificates shall continue to represent direct, undivided fractional interests of the Owners thereof in the Installment Payments.

Any funds held by the Trustee, at the time of discharge of the obligations represented by all Outstanding Certificates as a result of one of the events described in the preceding paragraphs (a) or (b) of this Section, which are not required for the payment to be made to Owners, shall, upon payment in full of all fees and expenses of the Trustee (including attorneys’ fees and expenses) then due, be paid over to the City to be used for any lawful purpose.

SECTION 12.02. Notices. Any notice, request, complaint, demand or other communication hereunder shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopier or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by fax or other form of telecommunication, (b) upon actual receipt after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The City, the Corporation, the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City City of Santa Clara
or the Corporation: 1500 Warburton Avenue
Santa Clara, California 95050
Attention: Director of Finance
Fax: (408) 243-8687
Email: [email protected]
If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 South Hope Street, Suite 2525
Los Angeles, California 90071
Attention: Corporate Trust Services
The Corporation, the City and the Trustee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent.

SECTION 12.03. Records. The Trustee will keep complete and accurate records of all moneys received and disbursed hereunder, which shall be available for inspection -32-
by the City, the Corporation and any Owner, or the agent of any of them, upon prior written request during regular business hours.

SECTION 12.04. Payment of Certificates After Discharge. Notwithstanding any provisions hereof, but subject to any applicable laws of the State of California relating to the escheat of funds or property, any moneys held by the Trustee for the payment of the principal or interest represented by any Certificates and remaining unclaimed for two years after the principal represented by all of the Certificates has become due and payable (whether at maturity or upon call for prepayment or by acceleration as provided herein), if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Certificates became due and payable, shall be repaid to the City free from the trusts created hereby upon receipt of an indemnification agreement acceptable to the City and the Trustee indemnifying the Trustee with respect to claims of Owners of Certificates which have not yet been paid, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the City as aforesaid, the Trustee may (at the cost of the City) first mail, by first class mail postage prepaid, to the Owners of Certificates which have not yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Certificates so payable and not presented and with respect to the provisions relating to the repayment to the City of the moneys held for the payment thereof.

Any moneys so held by the Trustee will be held uninvested.

SECTION 12.05. Governing Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State of California.

SECTION 12.06. Binding Effect; Successors; Benefits Limited to Parties. This Trust Agreement is binding upon and inures to the benefit of the parties, and their respective successors and assigns. Whenever herein the Corporation, the City or the Trustee is named or referred to, such reference includes the successors or assigns thereof, and all the covenants and agreements contained herein by or on behalf of the Corporation, the City or the Trustee will bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Nothing herein expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Corporation, the City, the Trustee or the Certificate Owners, any right, remedy or claim hereunder or by reason hereof or of any covenant, condition or stipulation contained herein. All covenants, stipulations, promises, and agreements contained herein by or on behalf of the Corporation or the City shall be for the sole and exclusive benefit of the Corporation, the City, the Trustee and the Certificate Owners.

SECTION 12.07. Execution in Counterparts. This Trust Agreement may be executed in several counterparts, each of which is an original and all of which constitute but one and the same agreement.

SECTION 12.08. Delivery of Cancelled Certificates. Whenever provision is made herein for the surrender to or cancellation by the Trustee of any Certificates, the Trustee will cancel and destroy such Certificates and, upon the City’s request, shall deliver a certificate of destruction with respect thereto to the City.

SECTION 12.09. Corporation and City Representatives. Whenever under the provisions hereof the approval of the Corporation or the City is required, or a written -33-
certificate, requisition, direction or order is required to be delivered by the City or the Corporation to the Trustee, or the Corporation or the City is required to take some action at the request of the other, such approval or such request shall be given, and such certificate, requisition, direction or order shall be executed, for the Corporation by a Corporation Representative and for the City by a City Representative, and any party hereto shall be authorized to rely upon any such approval, request, certificate, requisition, direction or order.

SECTION 12.10. Headings. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, are solely for convenience of reference and do not affect the meaning, construction or effect hereof. All references herein to “Articles”, “Sections”, and other subdivisions are to the corresponding Articles, Sections or subdivisions hereof; and the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or subdivision hereof.

SECTION 12.11. Waiver of Notice. Whenever the giving of notice by mail or otherwise is required hereunder, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any case the giving or receipt of such notice are not a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 12.12. Severability of Invalid Provisions. In case any one or more of the provisions contained herein or in the Certificates shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Trust Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

The parties hereto hereby declare that they would have entered into this Trust Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the delivery of the Certificates irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases hereof may be held illegal, invalid or unenforceable.

IN WITNESS WHEREOF, the parties have executed this Trust Agreement as of the date and year first above written.

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
By:

Authorized Officer

CITY OF SANTA CLARA PUBLIC

FACILITIES FINANCING CORPORATION
By:

Executive Director
APPROVED AS TO FORM:

By
General Counsel
ATTEST:

By
Secretary

CITY OF SANTA CLARA
By:

City Manager
APPROVED AS TO FORM:

By
City Attorney
ATTEST:

By
City Clerk
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APPENDIX A

DEFINITIONS
Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Trust Agreement have the respective meanings specified in this Appendix A.
“Additional Parity Debt” means any bonds, notes, leases, installment sale agreements or other obligations of the City payable from and secured by a pledge of and lien upon any of the Net Revenues on a parity with the Installment Payments, entered into or issued under and in accordance with Section 5.7 of the Installment Sale Agreement. “Additional Parity Debt Documents” means, collectively, the indenture of trust, trust agreement or other document authorizing the issuance of any Additional Parity Debt or any securities which evidence Additional Parity Debt.
“Additional Payments” means the amounts payable by the City under Section 4.8 of the Installment Sale Agreement.
“Additional Revenues” means, with respect to the issuance of any Additional Parity Debt, any or all of the following amounts:
(a) An allowance for Net Revenues from any additions or improvements to or extensions of the Wastewater System to be financed from the proceeds of such Additional Parity Debt or from any other source but in any case which, during all or any part of the most recent completed Fiscal Year for which audited financial statements are available or for any other 12-month period selected by the City under Section 5.7(b) of the Installment Sale Agreement, were not in service, all in an amount equal to 100% of the estimated additional average annual Net Revenues to be derived from such additions, improvements and extensions for the first 36-month period in which each addition, improvement or extension is to be in operation, all as shown by the certificate or opinion of a Financial Consultant.
(b) An allowance for Net Revenues arising from any increase in the charges made for service from the Wastewater System which has been adopted prior to the incurring of such Additional Parity Debt but which, during all or any part of such Fiscal Year or such 12-month period, was not in effect, in an amount equal to the total amount by which the Net Revenues would have been increased if such increase in charges had been in effect during the whole of such Fiscal Year or such 12-month period, all as shown by the certificate or opinion of a Financial Consultant.
“Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys of nationally recognized expertise with respect to legal matters relating to obligations the interest on which is excludable from gross income for purposes of federal income taxation under Section 103 of the Tax Code.

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“Bond Year” means a twelve-month period beginning February 2 of the calendar and ending on the next succeeding February 1.
“Business Day” means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the State of California or in any other state in which the Office of the Trustee is located, are closed.
“Certificates” means the $_________ aggregate principal amount of certificates of participation, designated the Wastewater Revenue Certificates of Participation, Series 2023, executed and delivered and at any time Outstanding hereunder. “City” means the City of Santa Clara, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. “City Representative” means the City Manager, any Assistant City Manager, the Chief Operating Officer, the Director of Finance, the designee of any of them, or any other person authorized by resolution of the City Council of the City to act on behalf of the City under or with respect to the Installment Sale Agreement and this Trust Agreement. “Closing Date” means _________________, 2023, being the day when the Certificates, duly executed by the Trustee, are delivered to the Original Purchaser. “Connection Charges” means all amounts levied by the City as a fee for connecting to the Wastewater System, as such fee is established from time to time under Section 66013 of the Government Code of the State of California. “Corporation” means the City of Santa Clara Public Facilities Financing Corporation, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California.
“Corporation Representative” means the Executive Director, Chief Financial Officer, Secretary or any other person authorized by resolution of the Board of Directors of the Corporation to act on behalf of the Corporation under or with respect hereto. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City relating to the execution, sale and delivery of the Certificates.

Costs of Issuance include (but are not limited to) the following: filing and recording costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges of the Trustee (which may include legal fees and the first annual administration fee), financing discounts, legal fees and charges, insurance fees and charges, financial and other professional consultant fees, costs of rating agencies for credit ratings, fees for execution, transportation and safekeeping of the Certificates, and any charges and fees in connection with the foregoing.
“Costs of Issuance Fund” means the fund by that name established and held by the Trustee under Section 3.02.
“Depository System Participant” means any participant in the Depository’s bookentry system.

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“DTC” or “Depository” means The Depository Trust Company, New York, New York, and its successors and assigns.
“Excess Investment Earnings” means an amount required to be rebated to the United States of America under Section 148(f) of the Tax Code due to investment of gross proceeds of the Certificates at a yield in excess of the yield represented by the Certificates. “Event of Default” means an event of default under the Installment Sale Agreement, as described in Section 6.1 thereof.
“Federal Securities” means: (a) non-callable direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America; (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America; (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America.
“Financial Consultant” means any consultant or firm of such consultants appointed by the City and who, or each of whom: (a) is judged by the City to have experience in matters relating to the financing of Wastewater System enterprises; (b) is in fact independent and not under domination of the City; and (c) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City.
“Fiscal Year” means the twelve-month period beginning on July 1 of any year and ending on June 30 of the next succeeding year, or any other twelve-month period selected by the City as its fiscal year.
“Gross Revenues” means all gross charges received for, and all other gross income and receipts derived by the City from, the ownership and operation of the Wastewater System or otherwise arising from the Wastewater System, including but not limited to investment earnings thereon, and including Connection Charges to the extent permitted by law; but excluding (a) the proceeds of any ad valorem property taxes levied for the purpose of paying general obligation bonds of the City relating to the Wastewater System, (b) the proceeds of any special assessments or special taxes levied upon real property within any improvement district for the purpose of paying special assessment bonds or special tax obligations of the City relating to the Wastewater System; and (c) customers' deposits or any other deposits subject to refund until such deposits have become the property of the City, or contributions in aid of construction.

Notwithstanding the foregoing, the term “Gross Revenues” does not include (i) customers’ deposits or any other deposits subject to refund until such deposits have become the property of the City, (ii) the proceeds of any ad valorem property taxes levied for the purpose of paying general obligation bonds of the City relating to the Wastewater System, and (iii) the proceeds of any special assessments or special taxes levied upon real property within any improvement City for the purpose of paying special assessment bonds or special tax obligations of the City relating to the Wastewater System. “Independent Accountant” means any independent certified public accountant or firm of independent certified public accountants appointed and paid by the City, and who, A-4
or each of whom (a) is in fact independent and not under domination of the City; (b) does not have any substantial interest, direct or indirect, with the City; and (c) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make annual or other audits of the books of or reports to the City. “Installment Payment” means all payments required to be paid by the City on any date under Section 4.4 of the Installment Sale Agreement, including any amounts payable upon delinquent installments and including any prepayment thereof under Section 7.2 of the Installment Sale Agreement.
“Installment Payment Date” means, with respect to any Interest Payment Date, the 5 th Business Day preceding such Interest Payment Date. “Installment Payment Fund” means the fund by that name established and held by the Trustee under Section 5.02.
“Installment Sale Agreement” means the Installment Sale Agreement dated as of October 1, 2023, between the City and the Corporation, together with any duly authorized and executed amendments thereto.
“Interest Payment Date” means, with respect to any Certificate, February 1, 2024, and each August 1 and February 1 thereafter to and including the date of maturity or the date of prepayment of such Certificate.
“Joint Powers Agreement” means, collectively:
(a) that certain agreement entitled “Master Agreement for Wastewater Treatment” dated as of March 1, 1983, between the City, the City of San José and the Cupertino Sanitary District, including all amendments and supplements thereto which are heretofore or hereafter executed and delivered by the parties to such agreement, their successors and assigns;
(b) that certain agreement entitled “Master Agreement for Wastewater Treatment” dated as of March 1, 1983, between the City, the City of San José and County Sanitation District #4, including all amendments and supplements thereto which are heretofore or hereafter executed and delivered by the parties to such agreement, their successors and assigns; and
(c) that certain agreement entitled “Master Agreement for Wastewater Treatment” dated as of March 1, 1983, between the City, the City of San José and the city of Milpitas, including all amendments and supplements thereto which are heretofore or hereafter executed and delivered by the parties to such agreement, their successors and assigns.
“Maximum Annual Debt Service” means, as of the date of any calculation, the maximum sum obtained for the current or any future Fiscal Year so long as any of the Certificates remain Outstanding by totaling the following amounts for such Fiscal Year:

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(a) the aggregate amount of the Installment Payments coming due and payable in such Fiscal Year, except to the extent payable from any security deposit under Section 7.1 of the Installment Sale Agreement; and
(b) the aggregate amount of the Prior Installment Payments coming due and payable in such Fiscal Year, except to the extent payable from any security deposit under Section 8.11 of the Trimble Road ISA; and (c) the amount of principal of and interest on all outstanding Additional Parity Debt coming due and payable in such Fiscal Year. “Net Revenues” means, for any period, an amount equal to all Gross Revenues received during such period minus the amount required to pay all Operation and Maintenance Costs becoming payable during such period.
“Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated under Section 2.05(a). “Office” means, with respect to the Trustee, the corporate trust office of the Trustee at its address set forth in Section 12.02.
“Operation and Maintenance Costs” means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the Wastewater System, determined in accordance with generally accepted accounting principles, including but not limited to the following:
(a) all reasonable expenses of management and repair and other expenses necessary to maintain and preserve the Wastewater System in good repair and working order;
(b) all administrative costs of the City that are charged directly or apportioned to the operation of the Wastewater System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums; and
(c) amounts paid by the City under the Joint Powers Agreement as operation and maintenance costs of the Wastewater Treatment Facility.
“Operation and Maintenance Costs” do not include (i) payments of debt service on any Wastewater System Obligations, (ii) depreciation, replacement and obsolescence charges or reserves therefor, (iii) non-cash items, including non-realized gains and losses reported on investments, non-realized gains and losses reported on pension liabilities and other post-employment retirement benefits, realized gain or loss or other bookkeeping entries of a similar nature, (iv) amortization of intangibles or other bookkeeping entries of a similar nature; and (v) amounts paid by the City under the Joint Powers Agreement as capital costs of the Wastewater Treatment Facility..
“Original Purchaser” means _____________, as original purchaser of the Certificates at the public sale thereof.

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“Outstanding”, when used as of any particular time with respect to Certificates, means all Certificates theretofore executed and delivered by the Trustee hereunder except (a) Certificates theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (b) Certificates paid and discharged in accordance with Section 12.01, provided that, if such Certificates are to be prepaid prior to maturity, notice of such prepayment has been given as provided in Section 4.03 or provision satisfactory to the Trustee has been made for the giving of such notice; and (c) Certificates in lieu of or in exchange for which other Certificates have been executed and delivered by the Trustee under Section 2.08.
“Owner”, when used with respect to a Certificate, means the person in whose name the ownership of such Certificate shall be registered on the Registration Books. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein:
(a) Federal Securities;
(b) Obligations of any agency, department or instrumentality of the United States of America which are rated A or better by S&P. (c) Interest-bearing deposit accounts (including certificates of deposit) in federal or State of California chartered savings and loan associations or in federal or State of California banks (including the Trustee and its affiliates), provided that: (i) the unsecured obligations of such commercial bank or savings and loan association are rated A or better by S&P; or (ii) such deposits are fully insured by the Federal Deposit Insurance Corporation; and demand deposits, including interest bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank deposits, interest-bearing deposits, other deposit products, certificates of deposit, including those placed by a third party pursuant to an agreement between the Trustee and the District, or bankers acceptances of depository institutions, including the Trustee or any of its affiliate.
(d) Commercial paper rated “A-1+” or better by S&P at the time of the purchase thereof.
(e) Federal funds or bankers acceptances with a maximum term of one year of any bank, including the Trustee and its affiliates, which an unsecured, uninsured and unguaranteed obligation rating of “A-1+” or better by S&P.
(f) Money market mutual funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of at least AAAm-G, AAAm or AAm, which funds may include funds for which the Trustee, its affiliates, parent or subsidiaries receives and retains A-7
a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise.
(g) Obligations the interest on which is excludable from gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as amended, and which are either (a) rated A or better by S&P, or (b) fully secured as to the payment of principal and interest by Permitted Investments described in clauses (a) or (b).
(h) Bonds or notes issued by any state or municipality which are rated A or better by S&P.
(i) The Local Agency Investment Fund of the State of California, created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name.
“Prior Installment Payments” means the installment payments which the City is obligated to pay under Section 4.4 of the Trimble Road ISA. “Project Costs” means, with respect to the 2023 Project, all costs of the acquisition, construction and installation thereof which are paid from moneys on deposit in the Project Fund, including but not limited to:
(a) all costs required to be paid to any person under the terms of any agreement for or relating to the acquisition, construction and installation of the 2023 Project;
(b) obligations incurred for labor and materials in connection with the acquisition, construction and installation of the 2023 Project; (c) the cost of performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect in connection with the acquisition, construction and installation of the 2023 Project;
(d) all costs of engineering and architectural services, including the actual out-of-pocket costs for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, development fees, sales commissions, and for supervising construction, as well as for the performance of all other duties required by or consequent to the proper acquisition, construction and installation of the 2023 Project;
(e) any sums required to reimburse the City for advances made for any of the above items or for any other costs incurred and for work done which are properly chargeable to the acquisition, construction and installation of the 2023 Project;
(f) all financing costs incurred in connection with the acquisition, construction and installation of such Project; and
A-8
(g) the interest components of the Installment Payments during the period of acquisition, construction and installation of the 2023 Project. “Project Fund” means the fund by that name established and held by the Trustee under Section 3.04.
“Rate Stabilization Fund” means any fund established and held by the City as a fund for the stabilization of rates and charges imposed by the City with respect to the Wastewater System, which fund is established, held and maintained in accordance with Section 4.6 of the Installment Sale Agreement.
“Rating Agency” means, as of any date, each nationally-recognized municipal bond rating agency which then maintains a rating on the Certificates. “Record Date” means the close of business on the 15th day of the month preceding each Interest Payment Date, whether or not such 15th day is a Business Day. “Refunding Fund” means the fund by that name established and held by the Trustee under Section 3.03.
“Registration Books” means the records maintained by the Trustee under Section

2.11 for registration of the ownership and transfer of ownership of the Certificates. “S&P” means S&P Global Ratings, of New York, New York, and its successors. “Securities Depository” means DTC and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in a written request of the City delivered to the Trustee.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official guidance published, under the Tax Code.
“Term” means, when used with respect to the Installment Sale Agreement, the time during which the Installment Sale Agreement is in effect, as provided in Section 4.2 thereof.
“Trimble Road ISA” means the Installment Sale Agreement dated November 8, 2016, between the Corporation and the City, as amended from time to time in accordance with the terms thereof.
“Trust Agreement” means this Trust Agreement, together with any amendments or supplements hereto permitted to be made hereunder.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., or any successor thereto acting as Trustee hereunder.

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“2020 Assignee” means JPMorgan Chase Bank, N.A., the assignee of the Corporation under the 2020 Installment Sale Agreement.
“2020 Installment Payments” means the payments made by the City under the 2020 Installment Sale Agreement.
“2020 Installment Sale Agreement” means the Installment Sale Agreement dated as of June 1, 2020, between the City and the Corporation, as amended by the First Amendment to Installment Sale Agreement dated as of April 1, 2023, together with any duly authorized and executed amendments thereto.
“2020 Project” means the facilities, improvements and other property described more fully in Appendix B attached to the 2020 Installment Sale Agreement. “2023 Project” means the facilities, improvements and other property described more fully in Appendix B attached to the Installment Sale Agreement, as may be amended from time to time in accordance with the Installment Sale Agreement. “Wastewater Fund” means the fund or funds established and held by the City with respect to the Wastewater System for the receipt and deposit of Gross Revenues. “Wastewater System” means the entire system of the City for the collection and transmission of wastewater, including but not limited to all facilities, properties and improvements at any time owned, controlled or operated by the City for the collection and transmission of wastewater within the service area of the City, and any necessary lands, rights, entitlements and other property useful in connection therewith, together with all extensions thereof and improvements thereto at any time acquired, constructed or installed by the City.
“Wastewater Treatment Facility” means the San José-Santa Clara Regional Wastewater Facility, which is co-owned by the City and the city of San José pursuant to the Wastewater Treatment Agreement.
“Wastewater Treatment Agreement” means that certain Sewage Plant Agreement dated March 30, 1959, as amended, between the City and the city of San José.

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APPENDIX B
[FORM OF CERTIFICATE OF PARTICIPATION]
R-__ ***$_____________***

WASTEWATER REVENUE CERTIFICATE OF
PARTICIPATION, SERIES 2023
Evidencing the Direct, Undivided Fractional Interest of the Owner Hereof in Installment Payments to be Made by the

CITY OF SANTA CLARA, CALIFORNIA
As the Purchase Price For Certain Property Under an
Installment Sale Agreement with
City of Santa Clara Public Facilities Financing Corporation RATE OF INTEREST: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP:

REGISTERED OWNER:

PRINCIPAL AMOUNT: DOLLARS
THIS IS TO CERTIFY THAT the Registered Owner identified above, or registered assigns, as the registered owner (the “Registered Owner”) of this Certificate of Participation (this “Certificate”) is the owner of a direct, undivided fractional interest in Installment Payments (the “Installment Payments”) payable by the City of Santa Clara, a charter city and municipal corporation duly organized and existing under the laws of the State of California (the “City”) under an Installment Sale Agreement dated as of October 1, 2023 (the “Installment Sale Agreement”), between the City and City of Santa Clara Public Facilities Financing Corporation, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the “Corporation”), as the purchase price for certain property which is to be used in the water collection, treatment and disposal system of the City (the “Wastewater System”). The Installment Payments and certain other rights and interests under the Installment Sale Agreement have been assigned to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), having a corporate trust office in San Francisco, California or such other place as designated by the Trustee (the “Office”).

The Registered Owner of this Certificate is entitled to receive, subject to the terms of the Installment Sale Agreement, on the Maturity Date identified above, or any earlier prepayment date, the Principal Amount identified above representing a direct, undivided fractional share of the portion of the Installment Payments designated as principal, and to receive on February 1 and August 1 of each year, commencing February 1, 2024 (the B-2
“Interest Payment Dates”) until payment in full of said principal, the Registered Owner’s direct, undivided fractional share of the Installment Payments designated as interest coming due during the interest period immediately preceding each of the Interest Payment Dates. Interest represented hereby shall be payable from the Interest Payment Date next preceding the date of execution of this Certificate unless (a) this Certificate is executed after the close of business on the 15th day of the month immediately preceding an Interest Payment Date and on or before such Interest Payment Date, in which event interest shall be payable from such Interest Payment Date, or (b) unless this Certificate is executed on or before January 15, 2024, in which event interest shall be payable from the Original Issue Date identified above. The Registered Owner’s share of the portion of the Installment Payments designated as interest is the result of the multiplication of the aforesaid share of the portion of the Installment Payments designated as principal by the Rate of Interest per annum identified above, calculated on the basis of a 360-day year comprised of twelve 30-day months.

Principal and prepayment premium (if any) represented hereby is payable in lawful money of the United States of America upon surrender hereof at the Office of the Trustee.

Interest represented hereby is payable by check mailed by first class mail by the Trustee on each Interest Payment Date to the Registered Owner at such Owner’s address as it appears on the registration books of the Trustee as of the close of business on the 15th day of the preceding month; provided, however, that at the written request of the owner of Certificates in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of the 15th day of the month preceding an Interest Payment Date, interest represented by such Certificates shall be paid on such Interest Payment Date by wire transfer in immediately available funds to such account within the United States of America as shall be specified in such request.

This Certificate has been executed and delivered by the Trustee under a Trust Agreement dated as of October 1, 2023, among the Trustee, the Corporation and the City (the “Trust Agreement”). The City has certified that it is authorized to enter into the Installment Sale Agreement and the Trust Agreement under the laws of the State of California, for the purpose of financing the acquisition, construction and improvement of properties used for the public purposes of the City relating to the Wastewater System.

Reference is hereby made to the Installment Sale Agreement and the Trust Agreement (copies of which are on file at the Office of the Trustee) for a description of the terms on which the Certificates are delivered, the rights thereunder of the owners of the Certificates, the rights, duties and immunities of the Trustee and the rights and obligations of the City under the Installment Sale Agreement, to all of the provisions of the Installment Sale Agreement and the Trust Agreement the Registered Owner of this Certificate, by acceptance hereof, assents and agrees.

The City is obligated under the Installment Sale Agreement to pay the Installment Payments from the Net Revenues of the Wastewater System (as such terms are defined in the Installment Sale Agreement). The obligation of the City to pay the Installment Payments does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The obligation of the City to pay the Installment Payments does not constitute a debt of the City, the State of California or any of its political subdivisions, and does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.

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The Certificates maturing on or before February 1, 20__, are not subject to optional prepayment prior to the respective stated maturities. The Certificates maturing on or after February 1, 20__, are subject to optional prepayment in whole or in part, on any date on or after February 1, 20__, from prepayments of the Installment Payments made at the option of the City under the Installment Sale Agreement. Certificates shall be subject to prepayment under this subsection at a prepayment price equal to 100% of the principal amount of Certificates or portions thereof to be prepaid together with accrued interest represented thereby to the prepayment date, without premium.

The Certificates maturing on February 1, 20__ (the “Term Certificates”) are subject to mandatory prepayment in part by lot, at a prepayment price equal to 100% of the principal amount thereof to be prepaid, without premium, in the aggregate respective principal amounts and on February 1 in the respective years as set forth in the following table; provided, however, that if some but not all of the Term Certificates have been prepaid under the foregoing optional prepayment provision, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Term Certificates so prepaid, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000 (as set forth in a schedule provided by the City to the Trustee).

Term Certificates Maturing
February 1, 20__
Sinking Fund
Prepayment Date
(February 1)
Principal Amount
To Be Prepayment
$
As provided in the Trust Agreement, notice of prepayment shall be mailed by the Trustee by first class mail, postage prepaid, not less than 20 nor more than 60 days before the prepayment date, to the registered owners of the Certificates to be prepaid, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for prepayment or the cessation of accrual of interest represented thereby. If this Certificate is called for prepayment and payment is duly provided therefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment.

This Certificate is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges, if any, provided in the Trust Agreement and upon surrender and cancellation of this Certificate. Upon such transfer a new Certificate or Certificates, of authorized denomination or denominations, representing the same aggregate principal amount and representing the same rate of interest, will be delivered to the transferee in exchange herefor. The City, the Corporation and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, B-4
whether or not this Certificate shall be overdue, and the City, the Corporation and the Trustee will not be affected by any notice to the contrary.

To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement may be amended by the parties thereto with the written consent of the owners of a majority in aggregate principal amount of the Certificates then outstanding, and may be amended without such consent under certain circumstances; provided that no such amendment shall extend the fixed maturity of any Certificate or reduce the interest or principal represented thereby, without the express consent of the owner of such Certificate.

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Trustee has no obligation or liability to the Registered Owners of the Certificates for the payment of interest, principal or prepayment premium, if any, with respect to the Certificates out of the Trustee’s own funds; the Trustee’s sole obligations are those described in the Trust Agreement. The recitals of facts herein shall be taken as statements of the City and the Corporation and the Trustee does not have any responsibility for the accuracy thereof.

The City has certified, recited and declared that all things, conditions and acts required by the laws of the State of California, the Installment Sale Agreement and the Trust Agreement to exist, to have happened and to have been performed precedent to and in the delivery of the Certificates, do exist, have happened and have been performed in due time, form and manner as required by law.

IN WITNESS WHEREOF, this Certificate has been executed and delivered by The Bank of New York Mellon Trust Company, N.A., as trustee, acting under the Trust Agreement.

Execution Date:

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
By:

Authorized Officer
B-5

ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within registered Certificate and hereby irrevocably constitute(s) and appoint(s) _______________________________ attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated:

Signature Guaranteed:

Note: Signature guarantee shall be made by a guarantor
institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program
acceptable to the Trustee.

Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Certificate in every particular without
alteration or enlargement or any change whatsoever.

C-1

APPENDIX C
$_________

CITY OF SANTA CLARA

WASTEWATER REVENUE CERTIFICATES OF PARTICIPATION
SERIES 2023
WRITTEN REQUISITION NO. ___ FOR

DISBURSEMENT FROM COSTS OF ISSUANCE FUND
The undersigned hereby states and certifies as follows:
(i) I am the duly appointed, qualified and acting _________ of the City of Santa Clara, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), and as such, I am familiar with the facts herein certified and am authorized and qualified to certify the same on behalf of the City.
(ii) I am a duly designated “City Representative” of the City, as such term is defined in the Trust Agreement dated as of October 1, 2023 (the “Trust Agreement”), among The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the City of Santa Clara Public Facilities Financing Corporation and the City. (iii) Under Section 3.02 of the Trust Agreement, the Trustee is hereby requested to disburse this date, from the Costs of Issuance Fund established under the Trust Agreement, to the payees set forth on Appendix A attached hereto and by this reference incorporated herein, at the addresses identified thereon, the amount set forth opposite such payee for payment or reimbursement of Costs of Issuance. (iv) Each item of cost identified herein has been properly incurred, constitutes payment of Costs of Issuance and has not been the basis of any previous disbursement. (v) Attached hereto is an invoice or statement of account for each disbursement to be made under this Requisition.

Capitalized terms used herein and not otherwise defined have the respective meanings given them in the Trust Agreement.

Dated: CITY OF SANTA CLARA
By:

Name:

Title:

C-2
Exhibit to Costs of Issuance Fund Requisition
Payee Name Payee Address
Purpose of
Payment Amount
D-1

APPENDIX D
$_________

CITY OF SANTA CLARA

WASTEWATER REVENUE CERTIFICATES OF PARTICIPATION
SERIES 2023
WRITTEN REQUISITION NO. ___ FOR

DISBURSEMENT FROM PROJECT FUND
The undersigned hereby states and certifies as follows:
(i) I am the duly appointed, qualified and acting _________ of the City of Santa Clara, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), and as such, I am familiar with the facts herein certified and am authorized and qualified to certify the same on behalf of the City.
(ii) I am a duly designated “City Representative” of the City, as such term is defined in the Trust Agreement dated as of October 1, 2023 (the “Trust Agreement”), among The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the City of Santa Clara Public Facilities Financing Corporation and the City. (iii) Under Section 3.04 of the Trust Agreement, the Trustee is hereby requested to disburse this date, from the Project Fund established under the Trust Agreement, to the payees set forth on Appendix A attached hereto and by this reference incorporated herein, at the addresses identified thereon, the amount set forth opposite such payee for payment or reimbursement of Project Costs. (iv) Each item of cost identified herein has been properly incurred, constitutes payment of Project Costs and has not been the basis of any previous disbursement.

Capitalized terms used herein and not otherwise defined have the respective meanings given them in the Trust Agreement.

Dated: CITY OF SANTA CLARA
By:

Name:

Title:

D-2
Exhibit to Project Fund Requisition
Payee Name Payee Address
Purpose of
Payment Amount
8/11/2023
PRELIMINARY OFFICIAL STATEMENT DATED ____________, 2023 NEW ISSUE -- FULL BOOK-ENTRY RATING: S&P: “___”
See “RATING.”
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel, subject, however to certain qualifications described herein, under existing law, the portion of Installment Payments designated as and comprising interest and received by the owners of the Certificates is excluded from gross income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Such interest may be subject to the corporate alternative minimum tax. In the further opinion of Special Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS.” $___________*

CITY OF SANTA CLARA

WASTEWATER REVENUE CERTIFICATES OF PARTICIPATION,
SERIES 2023 (GREEN BONDS - CLIMATE BOND CERTIFIED)
[Green Bond
logo(s)]
Dated: Date of Delivery Due: February 1, as shown on inside cover Authority. The captioned certificates of participation (the “Certificates”) are being executed and delivered under a Trust Agreement dated as of October 1, 2023 (the “Trust Agreement”), by and among the City of Santa Clara (the “City”), the City of Santa Clara Public Facilities Financing Corporation, a California nonprofit public benefit corporation (the “Corporation”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), a resolution adopted by the City Council of the City on August 29, 2023, and a resolution adopted by the Board of Directors of the Corporation on August 29, 2023. See “THE CERTIFICATES – Authority for Execution and Delivery.” Security. The Certificates evidence direct, undivided fractional interests of the owners thereof in Installment Payments (defined herein) to be made by City under an Installment Sale Agreement dated as of October 1, 2023 (the “Installment Sale Agreement”), between the Corporation, as seller, and the City, as purchaser. The Installment Payments are special obligations of the City and are payable exclusively from Net Revenues (defined herein) of the City’s municipal wastewater enterprise (the “Wastewater System”) and from amounts on deposit in certain funds and accounts established under the Trust Agreement. The semiannual Installment Payments will comprise the interest and principal represented by the Certificates. Under the Trust Agreement, the Installment Payments will be irrevocably assigned to the Trustee for the benefit of the Owners of the Certificates. See “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES.” See also “RISK FACTORS.” Parity Obligations. The Certificates are being executed and delivered on a parity with the obligations of the City to make installment payments (the “Prior Installment Payments”) under an Installment Sale Agreement dated November 8, 2016. Under the Installment Sale Agreement, the City may issue additional obligations on a parity with the Installment Payments and the Prior Installment Payments, subject to the conditions set forth in the Installment Sale Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES – Additional Obligations.”
Purposes. The Certificates are being executed and delivered to provide funds to (i) finance the City’s allocable share of certain improvements to the San José-Santa Clara Regional Wastewater Facility, (ii) prepay in full the installment payments payable by the City under an Installment Sale Agreement dated as of June 1, 2020 (the “2020 Installment Sale Agreement”), by and between the City and the Corporation, and (iii) pay certain costs of executing and delivering the Certificates. See “FINANCING g PLAN.” Interest. Interest represented by the Certificates will be payable on February 1 and August 1 of each year, commencing February 1, 2024.

See “THE CERTIFICATES.”
Book-Entry Only. When executed and delivered, the Certificates will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository of the Certificates. Ownership interests in the Certificates may be purchased in book-entry form only. Beneficial owners of Certificates will not receive physical certificates representing the Certificates purchased but will receive a credit balance on the books of the nominees of such purchasers who are participants of DTC. Principal, premium, if any, and interest due with respect to the Certificates will be paid by the Trustee to DTC, which will in turn remit those payments to its participants for subsequent disbursement to the beneficial owners of the Certificates as described in this Official Statement. See “THE CERTIFICATES – Book-Entry Only System” and “APPENDIX F – Book-Entry Only System.”
No Debt Service Reserve. Neither the City nor the Corporation will create or maintain a debt service reserve account or fund with respect to the Installment Payments or for the Certificates. See “SECURITY FOR THE CERTIFICATES – No Debt Service Reserve.” Prepayment. The Certificates are subject to optional prepayment and mandatory sinking fund prepayment prior to maturity. See “THE CERTIFICATES – Prepayment.”
Limited Obligation. NEITHER THE CERTIFICATES NOR THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT PAYMENTS

CONSTITUTES AN INDEBTEDNESS OF THE CITY, THE CORPORATION, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION

THEREOF, WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF CALIFORNIA OR OTHERWISE, OR AN OBLIGATION FOR

WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. See “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES.”

MATURITY SCHEDULE
(See inside cover)
This cover page contains information for quick reference only. It is not a summary of all the provisions of the Certificates. Investors must read the entire official statement to obtain information essential in making an informed investment decision. See “RISK FACTORS” for a discussion of factors that should be considered, in addition to the other matters set forth in this Official Statement, in evaluating the investment quality of the Certificates.

The Certificates will be sold and awarded pursuant to a competitive bidding process to be held on [September 12], 2023, as set forth in the Official Notice of Sale. The Certificates are offered when, as and if executed and delivered, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel. Certain legal matters will be passed upon for the City by Jones Hall, A Professional Law Corporation, San Francisco, California, as Disclosure Counsel. It is anticipated that the Certificates in book-entry only form will be available for delivery through the facilities of DTC, on or about [October 24], 2023.