Agenda packet — City Council and Authorities Concurrent, August 29, 2023 (part 1 of 6)

City of Santa Clara
Meeting Agenda
Council and Authorities Concurrent Meeting
Call and Notice of Special Meeting
Santa Clara Stadium Authority
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
Tuesday, August 29, 2023 4:30 PM
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306
o Phone: 1(669) 900-6833
How to Submit Written Public Comment Before City Council Meeting:

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

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

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

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

City of Santa Clara Page 1 of 15 Printed on 8/24/2023
Council and Authorities Concurrent
Meeting & Call and Notice of
Special Stadium Authority Meeting
Meeting Agenda August 29, 2023
NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the Chair calls for a Special Meeting of the Governing Board of the Stadium Authority, to commence and convene on August 29, 2023, at 4:30 pm for a Special Meeting to be held virtually and in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California, to consider the following matter(s) and to potentially take action with respect to them.

Closed Session - 4:30 PM | Regular Meeting - 7:00 PM
4:30 PM CLOSED SESSION
Call to Order in the Council Chambers
Roll Call

1.A Conference with Real Property Negotiators (CC)
Pursuant to Gov. Code § 54956.8
Property: 5201 Great America Parkway, Santa Clara, California 95054 (APN: 104-55-013, 104-55-016)
City Negotiators: Jōvan D. Grogan, Ruth Shikada, Glen
Googins, Elizabeth Klotz
Negotiating Parties: City of Santa Clara and Hudson Pacific Properties
Under Negotiation: Purchase of Real Property interest(s), price and terms of payment
23-934

1.B Conference with Labor Negotiators (CC)
Pursuant to Gov. Code § 54957.6
City representatives: Jōvan Grogan, Nadine Nader, Aracely Azevedo, Marco Mercado, Charles Sakai, Glen Googins
Employee Organization(s):

Units #5, 7 & 8-City of Santa Clara Employees Association Unit #9A-Unclassified Police Management Employees
Unit #10-PSNSEA (Public Safety Non-Sworn Employees
Association)
23-1028
Public Comment
The public may provide comments regarding the Closed Session item(s) just prior to the Council beginning the Closed Session. Closed Sessions are not open to the public.

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Council and Authorities Concurrent
Meeting & Call and Notice of
Special Stadium Authority Meeting
Meeting Agenda August 29, 2023
Convene to Closed Session (Council Conference Room)
7:00 PM COUNCIL/SPECIAL STADIUM AUTHORITY MEETING
Call to Order
Call to Order in the Council Chambers (Open to the Public) Pledge of Allegiance and Statement of Values

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS

SPECIAL ORDER OF BUSINESS

2.A Proclamation of September 2023 as Community Preparedness Month
23-277

2.B 23-1042 Proclaim August 24, 2023 as Ukrainian Independence Day

2.C Proclaim Beyoncé Knowles-Carter as Honorary Mayor for Ceremonial Purposes Only on August 30, 2023 and
Presentation of Key to the City of Santa Clara (Ceremonial Vote)
23-1039

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

3.A 23-19 Board, Commissions and Committee Minutes
Note and file the Minutes of:

Parks & Recreation Commission - July 18, 2023
Recommendation:

3.B Action on Monthly Financial Status Report for May 2023 and Monthly Investment Reports for May and June 2023 and
Approve Related Budget Amendment
23-822
Note and file the Monthly Financial Status Report for
May 2023 and Monthly Investment Reports for May
and June 2023 as presented and Approve the
Related Budget Amendment (five affirmative
Council votes required for the use of unused
balances).

Recommendation:

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3.C Action on Amendment No. 2 to the Master Product and Services Agreement with Hexagon Safety & Infrastructure to Extend the Computer Aided Dispatch System Contract Term to November 30, 2024 at No Additional Cost
23-848
Approve and authorize the City Manager to execute
Amendment No. 2 to the Master Product and Services
Agreement with Hexagon Safety & Infrastructure dated
October 12, 2017 to extend the contract term at no
additional cost in a final form approved by the City
Attorney.

Recommendation:

3.D Action Authorizing the City Manager to Execute Amendment No. 2 to the Agreement with Nalco Company LLC for Water
Treatment Services for Silicon Valley Power at Power Plants and to Extend the Term Through December 31, 2023, With No Change to the Maximum Compensation
23-116

1. Authorize the City Manager to execute Amendment
No. 2 to the Agreement for the Performance of
Services with Nalco Company, LLC for water
treatment services for Silicon Valley Power at
power plants and to extend the term through
December 31, 2023, with no change to the
maximum compensation of $900,000; and

2. Authorize the City Manager to make minor changes
to the attached proposed amendment subject to
review and approval as to form by the City Attorney.

Recommendation:

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3.E Action on Amendment No. 4 to the Silicon Valley Power Agreement with Advanced Chemical Transport, Inc. to Increase the Maximum Compensation by $340,000 for a Revised
Maximum Compensation Amount of $2,140,000 to Cover
Outstanding Invoices to be Funded by the Electric Utility Operating Budget - Compliance
23-109

1. Authorize the City Manager to execute Amendment
No. 4 to the Agreement for Services with Advanced
Chemical Transport, Inc., increasing the maximum
compensation by $340,000 for a new maximum
compensation of $2,140,000; and

2. Authorize the City Manager to make minor changes
to the proposed Amendment No. 4, subject to the
review and approval as to form by the City Attorney.

Recommendation:

3.F Action to Authorize the Use of City Electric Forces for New Dark Fiber Installations at Various Locations
23-111

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

2. Declare and determine in accordance with Section
1310 of the City Charter that the public works
located at Serra Tank Farm & SCVWD (W&S
SCADA) and Northside Tank & Import#2 (W&S
SCADA) are better performed by the City with its
own employees based on the information set forth
in this Report to Council.

Recommendation:

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3.G Action Authorizing the Use of City Electric Forces at Various Locations
23-114

2. Declare and determine in accordance with Section
1310 of the City Charter that the public works
located at 3175 De La Cruz Boulevard, 3060
Raymond Street and 3402 El Camino Real are
better performed by the City with its own employees
based on the information set forth in this Report to
Council and authorize the performance of these
public works consistent with this authorization.

Recommendation:

3.H Action on a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Silicon Valley Power Kifer Battery Energy Storage System Project and Action to Delegate Authority to the City Manager to Negotiate and Execute an Interconnection Agreement with Kifer Energy
Storage, LLC
23-115

1. Adopt a Resolution adopting the Mitigated
Negative Declaration and Mitigation Monitoring and
Reporting Program for the Kifer Battery Energy
Storage System Project;

2. Authorize City Manager to negotiate, approve, and
execute an Interconnection Agreement for
Generating or Storage Facilities with Kifer Energy
Storage, LLC, based on the draft attached hereto
and any necessary or advisable amendments,
subject to the review and approval as to form by the
City Attorney; and

3. Authorize City Manager, or designee, to take any
necessary or advisable actions to implement and
administer the Interconnection Agreement with Kifer
Energy Storage, LLC.

Recommendation:

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3.I Action on a Resolution Memorializing the Historical Calculation of Uniform Allowance and Holiday Pay for the Santa Clara Police Officers Association (Unit 2) from 2010 to 2021 Pursuant to CalPERS Request
23-887
Adopt a Resolution Memorializing the Historical
Calculation of Uniform Allowance and Holiday Pay for
the Santa Clara Police Officers Association (Unit 2)
from 2010 to 2021
Recommendation:

3.J Adopt a Resolution Accepting the California Department of Alcoholic Beverage Control Grant and Authorizing the City Manager to Execute Grant Related Documents, and Approve the Related Budget Amendment
23-917

1. Adopt the Resolution accepting the California
Department of Alcoholic Beverage Control Grant
to be utilized to fund a variety of overtime
assignments to curb alcohol-related challenges in
our community, and authorizing the City Manager
to execute all grant-related documents; and

2. Approve the FY 2023/24 budget amendment in the
Police Operating Grant Trust Fund to recognize
grant funding in the amount of $75,068 and
establish an Alcohol Policing Grant Partnership
Grant appropriation in the amount of $75,068
(five affirmative Council votes required to
appropriate additional revenue)
Recommendation:

3.K Action on a Request for a Special Permit to Allow for Seasonal Pumpkin Patch and Christmas Tree Sales Events at 2610 El Camino Real from September 16, 2023 through December 24, 2023
23-919

1. Determine the issuance of the Special Permit
to be categorically exempt from formal
environmental review pursuant to CEQA
Guidelines section 15304(e) (Class 4 - “Minor
Alterations to Land”); and

2. Approve the request of a Special Permit to
allow for seasonal Pumpkin Patch and
Christmas Tree sales events at 2610 El
Camino Real from September 16, 2023
through December 24, 2023, subject to
conditions.

Recommendation:

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3.L Action on a Request for a Special Permit to Allow Seasonal Pumpkin Patch and Christmas Tree Sales Events at 3590
Benton Street from October 1, 2023 through December 24, 2023
23-960

2. Approve the request of a Special Permit to
allow for a seasonal Pumpkin Patch and
Christmas Tree sales events at 3590 Benton
Street from October 1, 2023 through
December 24, 2023, subject to conditions.

Recommendation:

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3.M Action to Unfreeze 1.0 Assistant City Manager position (Position 1685) in the City Manager’s Office, Approve Related City and Stadium Authority Budget Amendments, and Modify the
Assistant City Manager Classification Specification (Job Code 016)
23-1002

1. Approve Unfreezing 1.0 Assistant City Manager
position (position 1685) in the City Manager’s Office.

2. Approve the following FY 2023/24 City Budget
Amendments:
a. In the General Fund, increase the Other
Fees for Services estimate by $347,900,
increase the Non-Departmental Salaries and
Benefits appropriations by $347,900, increase
the City Manager’s Office Salaries and
Benefits appropriations by $49,700, and
reduce the Budget Balancing Reserve in the
amount of $49,700 (five affirmative Council
votes required to appropriate additional
revenue and for the use of unused
balances); and
b. In the Convention Center Enterprise Fund,
increase the Salaries and Benefits
appropriations by $99,400 and reduce the
unrestricted ending fund balance by $99,400
(five affirmative Council votes required for
the use of unused balances).

3. Approve a FY 2023/24 Stadium Authority Budget
Amendment to increase the General & Administrative
expense and decrease the Unrestricted Fund Balance
in the amount of $347,900 to fund a portion of the
Assistant City Manager position.

4. Approve the modified Assistant City Manager (Job
Code 016) classification specification.

Recommendation:

SANTA CLARA STADIUM AUTHORITY CONSENT CALENDAR

4.A Informational Report on Stadium Authority and Stadium Manager Meetings for the Period of April 1 to June 30, 2023 23-798
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.

Recommendation:

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4.B 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)
23-996
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).

Recommendation:

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

CONSENT ITEMS PULLED FOR DISCUSSION

PUBLIC HEARING/GENERAL BUSINESS

5. 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
23-924
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).

Recommendation:

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6. 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 José-Santa Clara Regional Wastewater Facility; and Approval of the Related Budget Amendment
23-767
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
Recommendation:

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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 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
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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.

7. Action on Appointment of a Primary Member and an Alternate Member to the Stevens Creek Corridor Steering Committee - Deferred from August 22, 2023
23-1072
Council take action to appoint a primary member and
an alternate member to the Stevens Creek Corridor
Steering Committee.

Recommendation:

8. Direction to Staff on the Revised El Camino Real Specific Plan Land Use Plan
23-897

1. Direct staff to continue planning work with the draft Land Use Plan as proposed.

Recommendation:

9. Action on Membership for the El Camino Real Specific Plan Community Advisory Committee
23-856
Recommendation: 1. Direct staff to continue with the current CAC.

REPORTS OF MEMBERS AND SPECIAL COMMITTEES

CITY MANAGER/EXECUTIVE DIRECTOR REPORT
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ADJOURNMENT
The next regular scheduled meeting is on Tuesday, September 12, 2023 in the City Hall Council Chambers.

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

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

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

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

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

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

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

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

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

City of Santa Clara Page 15 of 15 Printed on 8/24/2023

MEETING DISCLOSURES
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-934 Agenda Date: 8/29/2023

SUBJECT
Conference with Real Property Negotiators (CC)
Pursuant to Gov. Code § 54956.8
Property: 5201 Great America Parkway, Santa Clara, California 95054 (APN: 104-55-013, 104-55- 016)
City Negotiators: Jōvan D. Grogan, Ruth Shikada, Glen Googins, Elizabeth Klotz Negotiating Parties: City of Santa Clara and Hudson Pacific Properties Under Negotiation: Purchase of Real Property interest(s), price and terms of payment City of Santa Clara Page 1 of 1 Printed on 8/24/2023
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1028 Agenda Date: 8/29/2023

SUBJECT
Conference with Labor Negotiators (CC)
Pursuant to Gov. Code § 54957.6
City representatives: Jōvan Grogan, Nadine Nader, Aracely Azevedo, Marco Mercado, Charles Sakai, Glen Googins
Employee Organization(s):

Units #5, 7 & 8-City of Santa Clara Employees Association Unit #9A-Unclassified Police Management Employees
Unit #10-PSNSEA (Public Safety Non-Sworn Employees Association) City of Santa Clara Page 1 of 1 Printed on 8/24/2023
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-277 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Proclamation of September 2023 as Community Preparedness Month

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
National Preparedness Month was launched in 2004 as part of the Federal Emergency Management Agency (FEMA) sponsored Ready Campaign in an effort to strengthen our country’s preparedness capabilities. The national preparedness architecture encompasses prevention, protection, response, and recovery efforts to prepare the United States for all hazards, whether terrorist attacks or natural disasters. Since September 11, 2001, the U.S. Government has taken steps to encourage all citizens to make their own safety preparations. September was chosen as National Preparedness Month, as the tragedies of September 11, 2001, highlighted to the nation the importance of being prepared.

Since its inception, National Preparedness Month has encouraged individuals, families, and communities to take part in practicing preparedness steps, having knowledge about various emergencies that may affect them, and taking steps and getting trained in preparedness and response efforts.

DISCUSSION
National Preparedness Month falls in September each year and emphasizes the need for each community in our nation to be prepared. This year’s National Preparedness Month theme is “Preparedness for Older Adults.” As we return from responding to the COVID-19 pandemic, we also realize the need for everyone in the community to remain prepared for all disasters such as earthquakes, floods, and the potential for a Public Safety Power Shutoff due to wildland fires. The City of Santa Clara is committed to supporting National Preparedness Month, realizing the importance of being prepared for all hazards. For more information, visit the City of Santa Clara Emergency Preparedness website located at SantaClaraCA.gov/EmergencyPreparedness and register for Alert SCC, Santa Clara County’s emergency alert and warning system. Residents are also encouraged to download the MyShake App to receive earthquake early warning notifications.

The City Council would like to recognize the month of September 2023 locally as “Community Preparedness Month” with the theme “Santa Clara Ready” to increase public awareness of the importance of emergency preparedness.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California City of Santa Clara Page 1 of 2 Printed on 8/24/2023
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23-277 Agenda Date: 8/29/2023
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.

COORDINATION
This report has been coordinated with the City Attorney’s Office, City Manager’s Office, the Santa Clara Fire Department, the Office of Emergency Services, and the Mayor and Council Office.

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

Reviewed by: Ruben Torres, Fire Chief
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Proclamation of September 2023 as Community Preparedness Month City of Santa Clara Page 2 of 2 Printed on 8/24/2023
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WHEREAS, September is National Preparedness Month for all hazards: natural disasters, technological and accidental critical incidents, pandemics, and human-caused threats such as major crime and terrorism; and
WHEREAS, the City of Santa Clara wishes to support resilience in our community. Our City is susceptible to natural disasters including earthquakes, floods, and other large-scale emergencies we cannot predict; therefore, we desire to prepare our families for the unexpected; and
WHEREAS, when large scale emergencies occur, law, fire, and emergency medical services will be overwhelmed with priority calls and our City employees will serve as Disaster Service Workers as they have done during the recent pandemic; and WHEREAS, working in partnership with our community members on the importance of emergency preparedness, we can minimize the loss of lives, injuries, and help our community return to a sense of normalcy post-emergency; and
WHEREAS, the time and effort we invest now in preparing will help us and our families navigate through and recover quickly from what may come our way at the most unexpected moment. The time to act is now, before the next disaster strikes; and WHEREAS, there is a role for neighbors, businesses, and non-government organizations in volunteering or otherwise helping to improve our community's resilience; and WHEREAS, the FEMA-sponsored Ready Campaign has set the overarching theme for this year’s National Preparedness Month as “Preparedness for Older Adults;” and WHEREAS, the City of Santa Clara has set the overarching local theme for this year’s Community Preparedness Month as “Santa Clara Ready.”
NOW, THEREFORE, I, LISA M. GILLMOR, by virtue of the authority vested in me as Mayor, and on behalf of the entire City Council, do hereby proclaim the Month of September 2023 as Community Preparedness Month
in the City of Santa Clara, and in doing so, I urge all residents of the Santa Clara community to join together as we support this annual National Preparedness Month sponsored nationally by the United States Department of Homeland Security, and by taking steps to learn how we can prepare our families now.

Given under my hand and the Seal of the City of Santa Clara, California, this 29 th day of
August 2023.

LISA M. GILLMOR
MAYOR
City of Santa Clara
Proclamation
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1042 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Proclaim August 24, 2023 as Ukrainian Independence Day

BACKGROUND
32 years ago on August 24, 1991, the Parliament of Ukraine declared itself an independent, sovereign, and democratic Ukrainian state. Ukrainian Independence Day celebrates this selfdetermination.

Ukrainians and Ukrainian Americans continue to make rich contributions to the cultural fabric of the Bay Area, including in the City of Santa Clara. Over 114,000 people from Ukraine live in California, including 100,000 people in the area between the Sacramento Delta and the coast of Monterey.

The City of Santa Clara recognizes Ukrainian Independence Day to affirm the City’s continued support for Ukraine’s sovereignty.

DISCUSSION
The City of Santa Clara will officially proclaim August 24, 2023 as Ukrainian Independence Day.

Representatives from the Ukrainian National Women’s League of America (UNWLA) will be present to accept the proclamation.

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

FISCAL IMPACT
There is no fiscal impact other than staff time for preparing this report.

Reviewed by: Fiona Kirby, Management Analyst, Mayor and Council Office Approved by: Jōvan D. Grogan, City Manager
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23-1042 Agenda Date: 8/29/2023

ATTACHMENTS

1. Proclamation for Ukrainian Independence Day
City of Santa Clara Page 2 of 2 Printed on 8/24/2023
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City of SantaClara
WHEREAS, For centuries, the Ukrainian people have courageously fought for their freedom, selfgovernance, and national identity, overcoming numerous challenges and preserving their rich cultural heritage; and

WHEREAS, On August 24th, 1991, Ukraine achieved independence from the Soviet Union, marking a historic milestone in the Ukrainian people's journey towards freedom, democracy, and selfdetermination; and WHEREAS, The Ukrainian-American community in Santa Clara has steadfastly celebrated Ukraine's Independence Day, honoring the sacrifices and resilience of their ancestors and the Ukrainian people as a whole; and
WHEREAS, The City of Santa Clara recognizes the importance of promoting cultural diversity, fostering international understanding, and supporting the aspirations of all nations towards freedom, justice, and independence; and
WHEREAS, We stand in solidarity with the Ukrainian people in their pursuit of peace, sovereignty, and territorial integrity;
NOW, THEREFORE, I, LISA M. GILLMOR, by virtue of the authority vested in me as Mayor, and on behalf of the entire City Council, do hereby proclaim this 24th day of August, 2023 as

Ukrainian Independence Day
in the City of Santa Clara and do hereby call upon all residents to join in commemorating this significant occasion, to honor the Ukrainian-American community, and to recognize the Ukrainian people's enduring spirit and their ongoing struggle for freedom and selfgovernance.

Given under my hand and the Seal of the City of Santa Clara, California, this 24th day of August 2023.

LISA M. GILLMOR
MAYOR
City of Santa Clara
Proclamation
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1039 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Proclaim Beyoncé Knowles-Carter as Honorary Mayor for Ceremonial Purposes Only on August 30, 2023 and Presentation of Key to the City of Santa Clara (Ceremonial Vote)

BACKGROUND
The internationally acclaimed American singer-songwriter, actress and business entrepreneur Beyoncé Giselle Knowles-Carter has had a tremendous cultural impact as one of the most influential pop culture figures, attaining wide success with the R&B group Destiny's Child prior to breaking out on her own as a solo artist.

Beyoncé will be performing at Levi's Stadium in Santa Clara on August 30, 2023, as part of the Renaissance World Tour. Beginning with the Super Bowl 50 Halftime Show, Santa Clara and Levi’s ® Stadium have been honored to host Beyonce on four occasions over two tours, including “The Formation Tour” in 2016, followed by “On the Run II Tour” with her husband Jay-Z in 2018.

Beyoncé, also known as “Queen Bey” has sold over 200 million records worldwide as one of world's best-selling artists of all time with seven studio albums, five live albums, and three compilation albums, and holds the record as the first woman to have 20 Top-10 hits on the Billboard Hot 100. She has won the most Grammy Awards in history for any artist with 32 Grammy Awards, and in addition her accolades include 26 MTV Video Music Awards, 24 NAACP Image Awards, 35 BET Awards, and 17 Soul Train Music Awards, all of which are more than any other artist in the music industry.

In addition to her accomplishments as an artist, Beyoncé is well-known for her philanthropic efforts and she has exemplified her profound dedication to numerous charitable causes. Beyoncé cofounded Survivor Foundation to help victims of Hurricane Katrina, co-founded Chime for Change, a platform designed to empower women and girls through education, health and justice, and her nonprofit BeyGOOD directs her efforts towards economic equity by championing marginalized and under-resourced programs.

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

Several other jurisdictions hosting the Renaissance World Tour have also celebrated Beyoncé’s many accomplishments including: Atlanta, Minneapolis, the state of Minnesota, and the state of Maryland.

By designating August 30 as a day in Santa Clara to honor Beyoncé and the Renaissance World Tour, we aim to celebrate and recognize Beyoncé’s significant contributions as an artist, entrepreneur City of Santa Clara Page 1 of 2 Printed on 8/24/2023
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23-1039 Agenda Date: 8/29/2023
and philanthropist. The City of Santa Clara will proclaim Beyoncé Knowles-Carter as honorary Mayor on Wednesday, August 30, 2023 and present her with a key to the City of Santa Clara in recognition and appreciation for her service to communities and people throughout the world.

DISCUSSION
At the August 29, 2023 City Council meeting, the City Council will proclaim Beyoncé Giselle KnowlesCarter as Honorary Mayor for ceremonial purposes on August 30, 2023 and confer a key to the City of Santa Clara.

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

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

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

Reviewed by: Maria Le, Assistant to the City Manager, Mayor and Council Office Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Beyonce Proclamation
City of Santa Clara Page 2 of 2 Printed on 8/24/2023
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City of SantaClara
WHEREAS, American singer-songwriter, actress and business entrepreneur Beyoncé Giselle Knowles-Carter has had a tremendous cultural impact as one of the most influential pop culture figures, and attaining wide success with the R&B group Destiny's Child, Beyoncé broke out on her own as a solo artist; and
WHEREAS, Beyoncé, also known as “Queen Bey” has sold over 200 million records worldwide as one of world's best-selling artists of all time with seven studio albums, five live albums, and three compilation albums, and holds the record as the first woman to have 20 Top10 hits on the Billboard Hot 100; and WHEREAS, Beyoncé has won the most Grammy Awards in history for any artist with 32 Grammy Awards, and in addition her accolades include 26 MTV Video Music Awards, 24 NAACP Image Awards, 35 BET Awards, and 17 Soul Train Music Awards, all of which are more than any other artist in the music industry: and WHEREAS, Beyoncé's philanthropic endeavors have exemplified her profound dedication to numerous charitable causes, and Beyoncé co-founded Survivor Foundation to help victims of Hurricane Katrina, co-founded Chime for Change, a platform designed to empower women and girls through education, health and justice, and her nonprofit BeyGOOD directs her efforts towards economic equity by championing marginalized and under-resourced programs; and
WHEREAS, The City of Santa Clara is honored to host Beyoncé Knowles-Carter for the RENAISSANCE Tour for her seventh studio album, RENAISSANCE and her first solo tour in six years; and
WHEREAS, On August 30, 2023, the City of Santa Clara is proud to welcome Beyoncé “Queen Bey” Knowles-Carter and all her fans from all over the world to celebrate the RENAISSANCE Tour further enriching our city’s cultural landscape; NOW, THEREFORE, I, LISA M. GILLMOR, by virtue of the authority vested in me as Mayor, and on behalf of the Santa Clara City Council, do hereby proclaim Beyoncé Giselle Knowles-Carter honorary Mayor for August 30, 2023 for ceremonial purposes only and present to her a Key to the City.

BEYONCÉ AS HONORARY MAYOR
To celebrate the positive local economic impact to the Santa Clara community, in recognition of her exceptional achievements, the key to the City of Santa Clara is hereby bestowed upon Beyoncé as a symbol of our City's appreciation for her contributions to the world of music, culture, and philanthropy.

Given under my hand and the Seal of the City of Santa Clara, California, this 22nd of August 2023.

LISA M. GILLMOR
MAYOR
City of Santa Clara
Proclamation
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-19 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Board, Commissions and Committee Minutes

COUNCIL PILLAR
Enhance Community Engagement and Transparency

RECOMMENDATION
Note and file the Minutes of:

Parks & Recreation Commission - July 18, 2023
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City of Santa Clara
Meeting Minutes
Parks & Recreation Commission
Draft
7:00 PM Hybrid Meeting
Cafeteria - City Hall East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
07/18/2023
The City of Santa Clara is conducting the Parks & Recreation Commission meeting in a hybrid manner (in-person and a method for the public to participate remotely).

Via Zoom:
https://santaclaraca.zoom.us/j/91316665755
Meeting ID: 913 1666 5755
Or join by phone: 669-900-6833

CALL TO ORDER AND ROLL CALL
Chair Cox called the meeting to order at 7:01 PM.

Commissioner Maureen Chu, Commissioner Eversley Forte, Chair Kelly Cox, Commissioner Sajid Hai, and Commissioner Brittany Ricketts
Present 5 -
Absent 2 - Vice Chair Dana Caldwell, and Commissioner Burt Field Commissioner Forte made a motion, seconded by Commissioner Hai to excuse Commissioners Caldwell and Field.

Aye: Commissioner Chu, Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
5 -
Excused: 2 - Vice Chair Caldwell, and Commissioner Field

CONSENT CALENDAR
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1.A 23-733 Action on the Parks & Recreation Commission Minutes of the May 16, 2023 Meeting
Recommendation: Approve the Parks & Recreation Commission Minutes of the May 16, 2023 Meeting.

Commissioner Chu made a motion, seconded by Commissioner Forte to recommend approval of the minutes from the May 16, 2023 meeting.

Aye: Commissioner Chu, Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
5 -
Excused: 2 - Vice Chair Caldwell, and Commissioner Field

PUBLIC PRESENTATIONS

GENERAL BUSINESS

2. 23-827
John Haggerty proposed changes the Central Park pond by suggesting the large pond be changed to multiple smaller ponds and gardens in order to have fewer water foul in the park. He also referenced the Integrated Goose Management Plan.

Commissioner Field joined the meeting at 7:16 PM.

Parks & Recreation Commission Election of Chair and Vice Chair Recommendation: Nominate and select a Chairperson and Vice Chairperson for the Parks & Recreation Commission for the FY2023/24 term.

Commissioner Forte made a motion, seconded by Commissioner Chu to elect Commissioner Caldwell as Chair of Parks & Recreation Commission.

Aye: Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
6 -
Excused: 1 - Vice Chair Caldwell
Commissioner Forte made a motion, seconded by Commissioner Chu to elect Commissioner Hai as Vice-Chair of Parks & Recreation Commission.

Aye: Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
6 -
Excused: 1 - Vice Chair Caldwell
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3. 23-768 Action to Initiate Public Input on the Henry Schmidt Park Playground Rehabilitation Project
Recommendation: Take action to initiate public input on the Henry Schmidt Park Playground Rehabilitation Project.

The Commission commented on the presentation and spoke to the importance of sustainable wood play elements in the playground, the need to have play apparatuses that do not overheat in the sun, particularly if the playground has limited shade.

Commissioner Chu made a motion, seconded by Commissioner Hai to take action to initiate public input on the Henry Schmidt Park Playground Rehabilitation Project.

Aye: Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
6 -
Excused: 1 - Vice Chair Caldwell

4. 23-855 Action to Initiate Public Input on the Warburton Park Playground Rehabilitation Project
Recommendation: Take action to initiate public input on the Warburton Park Playground Rehabilitation Project.

The Commission was pleased that the outreach will be conducted at Warburton Park during the Sunset Cinema event on July 28. Director Teixeira also explained the funding sources for park projects and the extent of public outreach conducted to maximize community input.

Commissioner Forte made a motion, seconded by Commissioner Chu to take action to initiate public input on the Warburton Park Playground Rehabilitation Project.

Aye: Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
6 -
Excused: 1 - Vice Chair Caldwell

5. 23-754 Receive Oral Presentation by the Golden Triangle Soccer Club (Club) President and Consider a Financial Grant in the Amount of $2,123.69 from the Wade Brummal Youth Sports Grant Program for Club Player Equipment
Recommendation: Approve a financial grant in the amount of $2,123.69 from the Wade Brummal Youth Sports Grant Program for Golden Triangle Soccer Club Player Equipment.

Commissioner Hai made a motion, seconded by Commissioner Forte to table the item to next month due to Golden Triangle's inability to attend the July Parks & Recreation Commission Meeting.

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Aye: Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
6 -
Excused: 1 - Vice Chair Caldwell

6. 23-693 Review and Initiate Public Input on the Park Amenities & Design Standards Manual Administrative Draft
Recommendation: Review initial draft of the Park Amenities & Design Standards and solicit public Input.

The Commission provided feedback on the initial draft of the Park Amenities & Design Standards and commented on the format of as-built documents that should be provided to the City upon completion of projects.

Commissioner Chu made a motion, seconded by Commissioner Hai to review the initial draft of the Park Amenities & Design Standards and solicit public Input.

Aye: Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
6 -
Excused: 1 - Vice Chair Caldwell
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7. 23-735 Parks & Recreation Commission Work Plan Goals for FY2022/23 Recommendation: Report on activities and efforts in support of the Commission’s Work Plan Goals for FY 2022/23.

Work Plan Goals:

A: 1) Review park site and facility condition assessments and recommend priorities given existing and anticipated service levels and available resources;
Subcommittee: Vice Chair Caldwell, Commissioner Field, and Chair Cox.

Status as of 07/18/2023: Commissioner Chu advised the Commission that there are a lot of public input during the Council Meeting regarding ISC. Waiting for the Forensic Study.

B: 1) Review and solicit community input on the existing City park rehabilitation projects based on the current Capital Improvement Program (CIP) Budget and schedule; and 2) Review residential developer proposed schematic designs for new neighborhood parks that serve new residential development;
Subcommittee: Commissioner Chu and Commissioner Hai.

Status as of 07/18/2023: Working on the landing page with IT, QR code pending. No further update at this time.

C: 1) Host and develop recommendations for the annual Santa Clara Art & Wine Festival 2023; and 2) participate in Citywide Special events Subcommittee: Chair Cox, Commissioner Field and Commissioner Forte.

Status as of 07/18/2023: Manager Castro reported that merchandise for sale will be a commemorative wine glass, purchase optional for collectors. Beer and wine will be served in disposable and compostable cup. Commissioners have a choice of volunteering at the merchandise, information, or entertainment support booth.

D: 1) Partner with at least one other City commission to build on/expand at least one existing Parks & Recreation event by adding one extra element for patrons to interact with during the event.

Subcommittee: Commissioner Forte and Commissioner Ricketts.

Status as of 07/18/2023: No update at this time.

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STAFF REPORT
Director Teixeira informed the Commission about the newly appointed Commissioner, Vikas Gupta. Director Teixeira also announced his retirement as of September 29, 2023 after almost 15 years with the City and 28 years of combined service with other cities; 13 years with nonprofit, faith-based, and youth and young adult ministries. A national search will be done for the new Parks & Recreation Director. The Director introduced Park Managers Lupe Fuentes and Doug Abernethy. Lupe Fuentes is acting as the Cemetery Operations lead since Phil Orr's retirement.

Recreation Manager Castro reported on the additional Senior Center Hours as follows:

Facility & Fitness Center, Monday & Wednesday until 7 pm; Saturday, 8 am - 12 pm; Natatorium, open 6 days per week. The Park Projects page has the links to the online survey for Henry Schmidt Park and Warburton Park. Upcoming events: Concerts in the Park at Central Park, Street Dance, and Sunset Cinema.

Park Manager Abernethy reported that Montague Playground is now open, and the Department continues to work with contractors to finish the Montague Park building. Eddie Souza building has been completely repaired and is open.

Park Manager Fuentes reported that the Parks Division now has 37 staff who are Certified Pool Operators. Magical Bridge All-Inclusive Playground construction continues, as scheduled. The City had a successful Fourth of July event in collaboration with other city departments. For the Art & Wine Festival, the Parks Division will replenish the mulch layer throughout Central Park. Director Teixeira shared that Park Manager Fuentes monitors all certifications for the Department.

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COMMISSIONERS REPORT

ADJOURNMENT
Commissioner Chu: Attended the Fourth of July event. She has had inquiries about fireworks recently. She is looking forward to the Art & Wine Festival. She also asked about how vendors are selected since there is a lot of interest from the community. Manager Castro stated that the information is available online.

Chair Cox: Attended the Fourth of July event. Asked about After-Party Event for Art & Wine Festival on Saturday, September 16, 2023.

Suggested an agenda item for next month in relation to the end of Commissioner Field's tenure with Parks & Recreation Commission.

Commissioner Field: Learned a lot during his tenure in the Commission.

If help is needed for Art & Wine, he would be happy to help.

Commissioner Forte: Attended the Fourth of July event and all the Concerts in the Park series in Central Park and Live Oak Park.

Commissioner Hai: Went to Lake Berryessa (Napa, CA) and commented that it is so beautiful.

Commissioner Ricketts: Attended Fourth of July event, and said it was awesome and fun. She is looking forward to other events to dance the night away. The Wade Brummal subcommittee will meet tomorrow (July 19).

A motion was made by Commissioner Chu, seconded by
Commissioner Hai to adjourn the Parks & Recreation Commission Meeting at 9:32 PM until the next Regular Meeting at 7:00 PM on Tuesday, August 15, 2023.

Aye: Commissioner Chu, Commissioner Field , Commissioner Forte, Chair Cox, Commissioner Hai, and Commissioner Ricketts
6 -
Excused: 1 - Vice Chair Caldwell

MEETING DISCLOSURES
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Parks & Recreation Commission Meeting Minutes 07/18/2023 The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-822 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Action on Monthly Financial Status Report for May 2023 and Monthly Investment Reports for May and June 2023 and Approve Related Budget Amendment

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
In compliance with the Charter of the City of Santa Clara and the adopted Investment Policy, the monthly financial report for May 2023 and monthly investment reports for May 2023 and June 2023 are submitted for your information. The financial reviews as of May 31, 2023 provide a year-to-date financial update to the City Council for fiscal year 2022/23. The analysis of the revenues collected and all expenditures measures the level of adherence to the established resource allocation plan and allows the City to monitor and project revenues and expenditures throughout the year.

The Adopted Budget incorporates the estimated revenues and planned expenditures for all funds.

The attached Financial Status Report provides the budget to actual revenue and expenditure summaries for the General Fund, Special Revenue Funds and Enterprise Operating Funds, as well as expenditure summary for Capital Improvement Funds and Fund Reserve Balances. Any significant variances are explained in the report.

In accordance with City Council Policy 051 - Donations to the City, included in these reports are monthly activity and annual summary of donations received by department. Although the requirement of the policy is to report quarterly, in its ongoing effort to streamline reporting, the City will include this information monthly in the financial status report.

DISCUSSION
Monthly Financial Status Report (Attachment 1)
The attached reports summarize the City’s financial performance as of May 31, 2023 (Attachment 1).

Financial analysis for these reports is provided for the General Fund, select Special Revenue Funds, Enterprise Operating Funds, and Capital Improvement Funds.

Attachment 1 shows that General Fund revenues at 91.1% of the budget through May 2023. General Fund revenues are currently tracking to end the year above the budgeted estimate due to strong performance in a number of categories, including transient occupancy tax, sales tax, use of money and property, transfers from City utilities, and miscellaneous revenues.

As shown in Attachment 1, General Fund departmental expenditures were at 84% of budget through City of Santa Clara Page 1 of 3 Printed on 8/24/2023
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May 2023. This reflects savings from vacant positions as well as savings generated from cost-control measures. Expenditures are expected to end the year below budget.

As shown in Attachment 1, total revenues for Enterprise Funds (Electric, Water, Sewer, Cemetery, Solid Waste, and Water Recycling) were at 89.3% of the budget through May 31, 2023, while total expenses were at 86.1%.

In the month of May, donations of $3,500 were received, leaving the total donations at $39,155.

There continues to be uncertainty regarding the national economic outlook. Given this level of uncertainty, the December 2022, March 2023 and June 2023 UCLA Anderson Forecasts presented a two-scenario approach: recession scenario and no recession scenario. In its August 2023 forecast, The Conference Board predicts a short and shallow recession with a contraction in the fourth quarter 2023 and the first quarter 2024. In that forecast, The Conference Board acknowledges that the likelihood of a ‘soft landing’ is rising but still believes that the very short and shallow recession is the more likely scenario.

On a national level, the unemployment rate changed little from 3.7% in May 2023 to 3.6% in June 2023. The unemployment rate has ranged from 3.4% to 3.7% since March 2022, which is in line with the pre-pandemic unemployment rate of 3.5%. In June, the number of unemployed persons increased slightly to 6.0 million, which is marginally higher than the pre-pandemic level of 5.7 million.

In the “advance” estimate for the second quarter 2023, the Gross Domestic Product (GDP) increased at an annual rate of 2.4%, following a GDP increase of 2.0% in the first quarter 2023.

The California unemployment rate increased slightly from 4.5% in May 2023 to 4.6% in June 2023 and was up from 3.9% in June 2022. Between June 2022 and June 2023, total nonfarm jobs in California increased by 397,400 jobs (a 2.2% increase). The unadjusted unemployment rate in the San José-Sunnyvale-Santa Clara Metropolitan Statistical Area (MSA) was 3.7% in June 2023, up from a revised 3.3% in May 2023, and above the June 2022 level of 2.7% and the February 2020 pre -pandemic level of 2.6%. Between June 2022 and June 2023, employment in this region increased by 32,900 jobs, or 2.8%.

Staff will bring forward an analysis of the General Fund revenues and expenditures and the City’s overall financial performance through June 30, 2023 at a later date as part of the Budgetary Year-End Report.

Monthly Investment Report (Attachments 2 and 3)
All securities held by the City of Santa Clara as of May 31 and June 30, 2023 were in compliance with the City’s Investment Policy Statement regarding current market strategy and long-term goals and objectives. All securities held are rated “A” or higher by two nationally recognized rating agencies. There is adequate cash flow and maturity of investments to meet the City’s needs for the next six months.

The City’s investment strategy for May and June 2023 was to invest funds not required to meet current obligations in securities listed in the prevailing Investment Policy Statement, with maturities not to exceed five years form the date of purchase. This strategy ensures safety of the City’s funds, provides liquidity to meet the City’s cash needs, and with a reasonable securities portfolio return of

2.12% in May and 2.16% in June.

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ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
From time to time, adjustments to the budget are required to reflect new information, align budgets with actual revenues and expenses, and correct for inadvertent errors. Attachment 4 includes a recommended budget action in the Vehicle Replacement Fund to increase the appropriation for vehicle purchases to account for cost increases and an action in the Electric Utility Capital Fund to increase the Transmission System Reinforcement project for an easement acquisition associated with the South Loop.

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.

RECOMMENDATION
Note and file the Monthly Financial Status Report for May 2023 and Monthly Investment Reports for May and June 2023 as presented and Approve the Related Budget Amendment (five affirmative Council votes required for the use of unused balances).

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

ATTACHMENTS

1. Monthly Financial Status Report - May 2023

2. Monthly Investment Report - May 2023

3. Monthly Investment Report - June 2023

4. FY 2023/24 Budget Amendments
City of Santa Clara Page 3 of 3 Printed on 8/24/2023
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MONTHLY FINANCIAL STATUS REPORT
May 2023
City of
Santa Clara
The Center of What's Possible
2 City of Santa Clara
Financial Status Report as of May 31, 2023
This report summarizes the City’s financial performance for the month ended May 31, 2023. Financial analysis for the report is provided for the General Fund, select Special Revenue Funds, Enterprise Operating Funds, and Capital Improvement Funds. Financial information included in this report is unaudited.

Economic Overview
Economic indicators are mixed, and there continues to be uncertainty regarding the economic outlook.

Given this level of uncertainty, the December 2022, March 2023 and June 2023 UCLA Anderson Forecasts presented a two-scenario approach: recession scenario and no recession scenario. The recession scenario predicts a recession occurring at the end of 2023, where “inflation would have continued to come down too slowly if not for the continued Federal Reserve rate hikes. In this scenario, the Federal Reserve forces a mild recession and accepts an economic contraction and higher unemployment to combat inflation.” In the no recession scenario, “economic growth slows but remains positive, inflation ebbs, labor markets slacken mildly, just enough to quell wage inflation, and the Federal Reserve eases its approach to monetary policy tightening”.1

Real GDP Levels, US$ Trillions, Chained 2012 Prices, Seasonally Adjusted Rates Source: UCLA Anderson Forecast and U.S. Bureau of Economic Analysis In its August 2023 forecast, The Conference Board predicts a short and shallow recession with a contraction in the fourth quarter 2023 and the first quarter 2024. “This outlook is associated with numerous factors, including, elevated inflation, high interest rates, dissipating pandemic savings, lower government spending, and the resumption of mandatory student loan repayments”. Factors that positively impacted the forecast were stronger than anticipated real GDP growth, monthly personal consumption expenditure growth, and improvements in consumer confidence. In its recession/no 1 UCLA Anderson Forecast, June 2023, “The More Things Change the More They Stay the Same: Recession or No Recession is Still the Question”
US$ Trillions

21.2 21.0

20.8 20.6

20.4 20.2

20.0 19.92 19.90

0.0 20.0S
Ql Q2 Q3
2022
Forecast ➔
Q4 Ql Q2 Q3
2023

21.16 No-Recession
Recession

20.13 20.13
Q4 Ql Q2 Q3 Q4 Ql Q2 Q3 Q4
2024 2025
3 City of Santa Clara
Financial Status Report as of May 31, 2023
recession assessment, it acknowledges “that the likelihood of a ‘soft landing’ for the economy is rising, but we continue to believe that a very short and shallow recession in the more likely scenario.”2 In the “advance” estimate for the second quarter 2023, the Gross Domestic Product (GDP) increased at an annual rate of 2.4%, following a GDP increase of 2.0% in the first quarter 2023. Based on early data, the GDP increase in the second quarter reflects “increases in consumer spending, nonresidential fixed investment, state and local government spending, private inventory investment, and federal government spending that were partially offset by decreases in exports and residential fixed investment”.3 The “second” estimate for the second quarter, based on more complete data, will be released on August 30, 2023.

On a national level, the unemployment rate changed little from 3.7% in May 2023 to 3.6% in June 2023.

The unemployment rate has ranged from 3.4% to 3.7% since March 2022, which is in line with the prepandemic unemployment rate of 3.5%. In June, the number of unemployed persons increased slightly to 6.0 million, which is marginally higher than the pre-pandemic level of 5.7 million. 4 2 https://www.conference-board.org/research/us-forecast 3 https://www.bea.gov/news/2023/gross-domestic-product-second-quarter-2023-advance-estimate 4 https://www.bls.gov/news.release/pdf/empsit.pdf R.eal GDP: Perce1nt change from preceding q1ua1rter
40 30
20 10
0 -10
-20
-30
-40
Q3 Q4 Q1 Q2 Q3
2019 2020
U.S. Bureau of Economic Ana lysis
Q4 Ql Q2 Q3 Q4 Ql Q2 Q3 Q Ql Q2
2021 2022 2023
Seasonally adjusted an nual rates
4 City of Santa Clara
Financial Status Report as of May 31, 2023
The California unemployment rate increased slightly from 4.5% in May 2023 to 4.6% in June 2023 and was up from 3.9% in June 2022. Between June 2022 and June 2023, total nonfarm jobs in California increased by 397,400 jobs (a 2.2% increase), with the largest increases in private educational and health services (up 167,300 jobs), leisure and hospitality (up 120,100 jobs), professional and business services (up 49,000), and government (up 43,400).5

The unadjusted unemployment rate in the San José-Sunnyvale-Santa Clara Metropolitan Statistical Area (MSA) was 3.7% in June 2023, up from a revised 3.3% in May 2023, and above the June 2022 level of 2.7% and the February 2020 pre-pandemic level of 2.6%. Between June 2022 and June 2023, employment in this region increased by 32,900 jobs, or 2.8%. The largest increases were in private educational and health services (up 12,200 jobs), leisure and hospitality (up 11,800 jobs), and professional and business services (up by 3,400 jobs).
6 General Fund
The General Fund is the major operating fund for the City and includes multiple programs, services, and activities for the residents and businesses of the City. The adopted budget for operating revenues and expenditures for fiscal year 2022/23 was $272.4 million. The amended budget for revenues and expenditures was adjusted to $301.5 million to reflect various budget amendments approved by the City Council through May 2023.

General Fund revenues are tracking to end the year above the budgeted level due to strong performance in several categories as discussed below. Departmental expenditures are projected to end the year below budget as departments continue to experience vacancies and control expenditures through various cost control measures.
5 https://edd.ca.gov/en/about_edd/news_releases_and_announcements/unemployment-june-2023/ 6 https://labormarketinfo.edd.ca.gov/file/lfmonth/sjos$pds.pdf Chart 1. 11!Jn~ployment rate, seasonall';' adjus.te-d,
Juli\& 202.1 - June 1023
rn

6.5 6,0

5.5 5,0

4.5 4,0

3.5 3,,0
.Juni.21 5~21 Dee-21 IMar-22 n-22 sep.22 ~,:;,.2:2 Mar--23 Jur:,..23 Chart 2. Nonfarrn payroll emptoyment over--th&-month c:han,ge-,, ~as.onall~ a-djuste , Jun.e ~ ,2,1 - Juli\& 2023 Tilousallde
-
,_ - -
-
1,000
900
800
700
600
500
400
300
200
100
-
Cl
-100
- ■
-~ -
■ -- -
I Ill I
I -. I I I
5 City of Santa Clara
Financial Status Report as of May 31, 2023
General Fund Revenues
As of May 31, 2023, $228.7 million, or 91.1% of the General Fund estimated revenue (excluding transfers) was received. Transfers and use of reserves of $50.6 million have occurred as budgeted.

Revenue collections are tracking to end the year above budget and are higher when compared to collections last fiscal year.

Adopted Budget
Amended
Budget
Actual Through
05/31/2023
Percentage
Received
Actual Through
05/31/2022
$
Change From
Prior Year
Percentage
Change
TAXES
Sales Tax $ 60,173,000 $ 60,173,000 $ 48,295,862 80.26% $ 43,166,427 $ 5,129,435 11.88% Property Tax 75,261,000 84,125,000 73,165,896 86.97% 61,231,446 11,934,450 19.49% Transient Occupancy Tax 12,600,000 12,600,000 14,035,693 111.39% 6,265,731 7,769,962 124.01% Other Taxes 6,260,000 6,260,000 5,474,030 87.44% 5,664,326 (190,296) -3.36% Total Taxes 154,294,000 163,158,000 140,971,481 86.40% 116,327,930 24,643,551 21.18%

LICENSES & PERMITS
Business Licenses 900,000 900,000 778,260 86.47% 752,875 25,385 3.37% Fire Operation Permits 2,100,000 2,100,000 1,774,577 84.50% 1,727,810 46,767 2.71% Miscellaneous Permits 72,000 72,000 40,719 56.55% 74,716 (33,997) -45.50% Total Licenses & Permits 3,072,000 3,072,000 2,593,556 84.43% 2,555,401 38,155 1.49% FINES & PENALTIES 1,465,000 1,615,000 968,713 59.98% 356,703 612,010 171.57% INTERGOVERNMENTAL 310,000 891,638 1,168,229 131.02% 2,840,893 (1,672,664) -58.88% CHARGES FOR SERVICES 31,258,098 31,543,491 29,930,716 94.89% 28,017,221 1,913,496 6.83% TRANSFER FROM CITY UTILITIES 26,170,000 26,170,000 26,256,896 100.33% 23,625,595 2,631,301 11.14%

USE OF MONEY & PROPERTY
Interest 2,532,000 2,532,000 2,589,403 102.27% 1,565,380 1,024,023 65.42% Rent 10,584,266 10,584,266 10,710,726 101.19% 8,906,545 1,804,181 20.26% Total Use of Money & Property 13,116,266 13,116,266 13,300,129 101.40% 10,471,925 2,828,204 27.01% MISCELLANEOUS REVENUES 150,000 215,761 2,841,514 1316.97% 644,555 2,196,959 340.85%

OTHER FINANCING SOURCES
Operating Transfer In - Storm Drain 1,454,000 1,454,000 1,454,000 100.00% 1,454,000 - 0.00% Operating Transfer In - Reserves 25,812,244 36,719,079 36,719,079 100.00% 32,758,819 3,960,260 12.09% Operating Transfer In - Fund Balances(2) 4,484,726 4,484,726 4,484,726 100.00% 4,817,658 (332,933) -6.91% Operating Transfer In - Miscellaneous 2,127,374 7,968,589 7,968,589 100.00% 5,651,151 2,317,438 41.01% Total Other Financing Sources 33,878,344 50,626,394 50,626,394 100.00% 44,681,628 5,944,765 13.30%

STADIUM OPERATION
Charges for Services 7,889,147 10,339,147 9,967,090 96.40% 2,463,515 7,503,575 304.59% Rent and Licensing 752,500 752,500 710,000 94.35% 297,359 412,641 138.77% Total Stadium Operation 8,641,647 11,091,647 10,677,090 96.26% 2,760,874 7,916,216 286.73% TOTAL GENERAL FUND $ 272,355,355 $ 301,500,197 $ 279,334,718 92.65% $ 232,282,725 $ 47,051,994 20.26% (1) The Operating Transfer In - Fund Balances includes the carryover encumbrances of open purchase orders as of June 30, 2022 and mid year budget amendment from reserves.

Function

CITY OF SANTA CLARA

GENERAL FUND

REVENUES OVERVIEW AND COMPARISON BY TYPE
FISCAL YEAR 2022/23 PY REVENUE COMPARISON
6 City of Santa Clara
Financial Status Report as of May 31, 2023
General Fund Revenues
Sales Tax: The City of Santa Clara sales tax rate is 9.0%, of which the City receives 1.0%. As of May 31, 2023, approximately $48.3 million has been collected. This reflects an increase of $5.1 million when compared to collections through the same period last fiscal year. In this fiscal year, sales tax receipts increased 15.7% in the first quarter, 2.4% in the second quarter, and 20.2% in the third quarter when compared to the same quarters last fiscal year. In the third quarter, growth was experienced in all local business sectors: business-to-business up 12.7%; general retail up 1.1%, transportation up 9.6%, construction up 23.6%, and food products up 28.2%. Based on the strong performance in the third quarter, receipts are now expected to exceed the budgeted estimate of $59.4 million. For instance, if growth of 3% is realized in the last quarter, sales tax collection will exceed the budget by approximately $2 million. Internet sales represents a sizeable amount of the City’s sales tax revenue. The County pool, which includes internet sales, accounts for approximately 20% of the sales tax the City receives.

Property Tax: Through May, 87% of the property tax budgeted estimate has been received, and revenues are expected to meet the budgeted estimate by year end. A budget amendment was approved on May 23, 2023 (RTC 23-337) as part of the February/March Monthly Financial Report to increase the revenue estimate from $75.3 million to $84.1 million based on the latest estimate from the County of Santa Clara. This collection level is well above the prior year collections of $74.6 million. This reflects strong growth in the secured, supplemental, and unsecured property tax categories. Property tax collections of $1.65 million have been set aside in a new Property Tax Excess Education Augmentation Revenue Fund (ERAF) Reserve to address potential legal challenges associated with these funds. In FY 2022/23, an estimated $5.5 million is projected from excess ERAF distributions (under Proposition 98, a portion of property tax receipts have been allocated to the ERAF beginning in 1992, and once there are sufficient funds in ERAF to fulfill the obligation to the school districts, excess funds are returned to the taxing entities that contributed the funding). The California School Boards Association has filed a lawsuit against the Controller of the State of California on the disbursement of the excess ERAF funds. Given this lawsuit, the County of Santa Clara has estimated that approximately 30% of the excess ERAF distribution is at risk (estimated $1.65 million in FY 2022/23).

Transient Occupancy Tax (TOT): TOT is calculated as a percentage of City hotel/motel room charges. The City’s TOT rate is 11.5%. Through May 31, 2023, $14.0 million has been received, which is significantly higher than receipts through the same period last fiscal year of $6.3 million. While businesses continue to recover from COVID-19 impacts, activity has not yet reached pre-pandemic levels. TOT receipts through May are tracking close to pre-pandemic levels; however, this is due in part to the TOT rate increase that went into effect in January 2022. TOT receipts are expected to end the year at approximately $19 - $20 million, exceeding the budgeted estimate of $12.6 million.

Other Taxes: Includes franchise tax and documentary transfer tax. The City has collected $5.5 million through May, which is slightly lower than prior year collection levels. This reflects lower collections in the documentary transfer tax category that are partially offset by higher collections in the franchise tax category. While receipts are tracking slightly below last year, collections are projected to meet the budgeted estimate of $6.3 million.
7 City of Santa Clara
Financial Status Report as of May 31, 2023
Licenses & Permits: Includes business licenses, fire operation permits, and miscellaneous permits and fees. Effective FY 2021/22, building, electric, plumbing, and mechanical permits are budgeted in the Building Development Services Fund, which is reflected in the Special Revenue section of this report. Licenses and permits revenue collections are tracking below par with receipts totaling $2.6 million, or 84.4% of the budget of $3.1 million, through May. This collection level is consistent with the prior fiscal year collection level. Based on current collections trends, revenues in this category are tracking to end the year below the budgeted estimate. Please note that the amended budget has been revised downward from the prior Monthly Financial Report to reflect a correction in the classification of a $258,000 revenue adjustment for Fire Construction Permits to the Charges for Services revenue category.

Fines & Penalties: Includes vehicle, parking, court fines, library fines, and miscellaneous penalty fines.

The revenue of approximately $1.0 million collected through May is tracking to end the year below the budgeted estimate of $1.6 million largely due to the lower traffic and vehicle code fines. Collections in this category are tracking well above the prior year due to the resumption of the assessment of late fees that had been waived during COVID-19.

Intergovernmental: Includes motor vehicle fees, state homeowner tax relief, fire mutual aid, state mandated reimbursement and redistribution of land sale proceeds and ground leases from the Successor Agency. Through May, $1.2 million has been received, which is lower than the prior year collection level but above the budgeted estimate of $0.9 million. The fire mutual aid revenue and department budget adjustments totaling $0.6 million, approved as part of the January 2023 and February/March 2023 Monthly Financial Reports, are reflected.

Charges for Services: Includes various plan check and zoning-related fees, engineering fees, administrative fees, and community service revenue from various recreational activities. Through May, collections are tracking within the budgeted estimate at $29.9 million, or 94.9% of the budget. This reflects a 6.8% increase compared to last year’s collections through the same period of $28.0 million.

This increase is a result of higher collections for parks and recreation fees, the technology fee, fire construction permits, and fire EMS fees.

Transfer from City Utilities: In accordance with the City’s charter, Silicon Valley Power pays 5.0% of gross revenues to the General Fund. As of May 31, 2023, $26.3 million has been received. Transfers throughout the year are based on the budgeted estimate and will be trued up at the end of the fiscal year based on actual performance.

Use of Money & Property: Includes realized interest income and rental income. Interest income and rent revenue collections totaled $13.3 million, exceeding the budgeted estimate of $13.1 million. These collections are higher than collections through last fiscal year of $10.5 million. The increase in the interest income reflects the higher investment yield, while rents are higher primarily due to the collections for the Commerce Plaza and Hyatt Regency at 5101 Great America properties. 8 City of Santa Clara
Financial Status Report as of May 31, 2023
Miscellaneous Revenues: Includes developer fees, donations, damage recovery, sale of surplus, and one-time miscellaneous revenues. Through May 31, 2023, collections of $2.8 million are higher than collections through the same period last fiscal year of $0.6 million. This increase is primarily attributable to the $2.32 million settlement between the City, the Santa Clara Stadium Authority, and the FortyNiners SC Stadium Company LLC and Forty Niners Stadium Management Company LLC (collectively, the Forty-Niners). Of this settlement amount, $1.67 million was received in September 2022, while the remaining $0.65 million was received in March 2023.

Stadium Operation: As of May 31, 2023, charges for services collected through the Stadium totaled $10.7 million, which is above par for this time of year. This is significantly higher than collections through the same period last year resulting from the reopening of Stadium for events and two additional NFL playoff games held at the Stadium. The amended budget also reflects $2.4 million in adjustments as part of the January 2023 and February/March 2023 Monthly Financial Reports approved on March 21, 2023 and May 23, 2023, respectively, to account for the higher activity level. 9 City of Santa Clara
Financial Status Report as of May 31, 2023
General Fund Expenditures
As of May 31, 2023, $257.2 million or 85.3% of the General Fund operating budget had been expended. Overall, expenditures in the General Fund are tracking below budgeted levels through May.

Departmental expenditures totaled $221.3 million, or 84% of the budget, which is below the par level of

91.7% of the budget. This reflects savings from vacant positions as well as savings generated from cost-control measures that were implemented in FY 2019/20. Expenditures are expected to end the year below budget.

Adopted Budget
Amended
Budget
Actual Through
05/31/2023
Percentage
Used
Actual Through
05/31/2022
$
Change From
Prior Year
Percentage
Change

GENERAL GOVERNMENT
Non-Departmental $ 7,514,334 $ 7,821,394 $ 3,932,223 50.28% $ 3,740,875 $ 191,348 5.12% City Council 861,105 862,396 609,936 70.73% 719,358 (109,422) -15.21% City Clerk 2,076,112 2,093,661 1,773,324 84.70% 1,206,163 567,161 47.02% City Manager 6,085,321 6,292,428 4,627,658 73.54% 4,503,148 124,510 2.76% City Attorney 3,202,735 3,690,974 2,973,565 80.56% 2,224,952 748,613 33.65% Human Resources 4,508,710 4,828,451 3,315,156 68.66% 3,361,205 (46,049) -1.37% Finance 19,045,131 20,272,300 16,416,860 80.98% 14,655,473 1,761,387 12.02% Total General Government 43,293,448 45,861,604 33,648,722 73.37% 30,411,174 3,237,548 10.65% PUBLIC WORKS 24,021,840 25,092,840 20,282,529 80.83% 20,173,587 108,942 0.54% COMMUNITY DEVELOPMENT 5,398,007 5,665,420 4,186,097 73.89% 4,221,200 (35,103) -0.83% PARKS AND RECREATION 21,695,302 22,268,627 18,167,045 81.58% 16,533,474 1,633,571 9.88%

PUBLIC SAFETY
Fire 62,298,852 66,599,007 61,408,676 92.21% 43,414,806 17,993,870 41.45% Police 84,615,023 85,779,549 74,148,942 86.44% 53,147,505 21,001,437 39.52% Total Public Safety 146,913,875 152,378,556 135,557,618 88.96% 96,562,311 38,995,307 40.38% LIBRARY 11,889,451 12,277,870 9,449,185 76.96% 8,124,638 1,324,547 16.30% DEPARTMENTAL TOTAL 253,211,923 263,544,917 221,291,196 83.97% 176,026,383 45,264,813 25.71%

OTHER FINANCING USES
Operating Transfer Out - Miscellaneous 38,809 64,933 64,933 100.00% 24,665,526 (24,600,593) -99.74% Operating Transfer Out - Debt Services 1,402,275 1,402,275 1,402,275 100.00% 2,501,439 (1,099,164) -43.94% Operating Transfer Out - Maintenance Dtrct 842,700 842,700 842,700 100.00% 771,349 71,351 9.25% Operating Transfer Out - Cemetery 870,000 870,000 870,000 100.00% 850,000 20,000 2.35% Operating Transfer Out - CIP 8,625,501 8,886,818 8,886,818 100.00% 11,773,925 (2,887,107) -24.52% Operating Transfer Out - Reserves - 16,058,886 16,058,886 100.00% 3,511,009 12,547,877 357.39% Total Other Financing Uses 11,779,285 28,125,612 28,125,612 100.00% 44,073,248 (15,947,636) -36.18% STADIUM OPERATION 7,364,147 9,829,668 7,740,057 78.74% 5,874,848 1,865,209 31.75% TOTAL GENERAL FUND $ 272,355,355 $ 301,500,197 $ 257,156,865 85.29% $ 225,974,479 $ 31,182,386 13.80% Function

CITY OF SANTA CLARA

GENERAL FUND

EXPENDITURES OVERVIEW AND COMPARISON BY FUNCTION
FISCAL YEAR 2022/23 PY EXPENDITURES COMPARISON
10 City of Santa Clara
Financial Status Report as of May 31, 2023
General Fund Expenditures
Below is an explanation of certain budget to actual expenditure variances by department.

Non-Departmental: Includes expenditures that are not attributable to a single department, but a function of the City in general. As of May 31, 2023, expenditures totaled $3.9 million, or 50.3% of the budget. These expenditures are tracking below budget but are higher than the prior year levels, primarily as a result of higher expenditures in the contractual services as well as salaries and benefits categories. Non-Departmental includes $1.8 million for separation payouts; these funds are transferred to departments as necessary to address these costs. Budget actions were approved on June 27, 2023 as part of the April 2023 Monthly Financial Report to allocate a portion of these funds to the Fire Department to cover the separation payouts in that department. This action is not yet reflected.

City Attorney: Through May, actual expenditures totaled approximately $3.0 million, which is below expected levels at 80.6% of the budget. Spending is 33.7% above the total expenditures through the same time last fiscal year due to higher costs for contractual legal services and salaries and benefits.

City Clerk: Through May, actual expenditures were tracking above budget at $1.8 million or approximately 84.7% of the budget. This reflects a 47% increase in spending compared to prior year spend levels; however, is still within budgeted levels. This is a result of one-time special election costs, higher salaries and benefits costs, and Granicus costs that are paid every other year.

City Council: Through May 31, 2023, expenditures were at 70.7% of budget, which is below par.

Compared to the same period through last fiscal year, this reflects a spending decrease of approximately 15.2%, which is primarily the result of savings due to vacancies within the department.

City Manager: Expenditures through May totaled $4.6 million, or 73.5% of the budget, which is below par for this time of the year. Expenditures are 2.8% higher compared with the spending level through the same period last fiscal year. This increase reflects higher property management maintenance costs and as-needed spending. This increase is partially offset by lower spending in salaries and benefits and advertising.

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

Through May, General Fund expenditures for the Planning and Housing and Community Services divisions totaled $4.2 million, or 73.9% of budget, which is below the par level of 91.7%. Expenditures were slightly below the spending through the same period last fiscal year due to lower contractual services expenses.

Finance Department: Through May, the Department’s expenditures totaled $16.4 million, or 81% of the budget, which is below par. This expenditure level was approximately 12% higher than the prior year primarily as a result of higher salaries and benefits costs.

Fire Department: Through May 31, 2023, expenditures totaled $61.4 million, or 92.2% of the budget, which is slightly above par. These expenditures reflect a 41.5% increase from expenditures through the 11 City of Santa Clara
Financial Status Report as of May 31, 2023
same period last fiscal year. This large increase compared to the prior year is a result of the shifting of $11.3 million of Fire’s operating budget to the American Rescue Plan Act (ARPA) Fund last year on a one-time basis. As the ARPA was one-time funding, this year’s tracking reflects all of the Department’s expenditures. Spending is higher in the salaries and benefits, as-needed, contractual services, maintenance, and capital outlay categories. Overtime expenditures are tracking above the budget at 119%. While this overtime figure is high, it is important to note that overtime is used to backfill for vacant positions and the vacancy savings offset a portion of the overtime costs. In addition, overtime costs are higher due to mutual aid efforts that will be reimbursed. The Department’s budget now reflects adjustments appropriating $0.6 million for Cal OES reimbursements from the January 2023 and February/March 2023 Monthly Financial Reports. Additional budget amendments were approved as part of the April 2023 Monthly Financial Report to recognize fire-related revenue from fees and various reimbursements and allocate those funds to cover Fire Department salary, overtime and non-personnel costs and are not yet reflected.

Library Department: Through May, actual expenditures totaled $9.4 million, or 77% of the budget, which is below par, but nearly 16.3% higher than expenditure levels last fiscal year. This is a result of resuming operations which began earlier this calendar year.

Parks and Recreation Department: Through May, actual expenditures totaled approximately $18.2 million, or 81.6% of the budget, which is below par, but above the prior year actuals of $16.5 million.

This is due to the department resuming activities that were previously impacted by COVID-19 restrictions.

Police Department: Expenditures through May are tracking below expected levels at $74.1 million, or

86.4% of the budget. This is approximately 39.5% higher when compared to spending levels through the same period last fiscal year. Similar to the Fire Department, this large increase compared to the prior year is a result of the shifting of $14.9 million of Police’s operating budget to the American Rescue Plan Act Fund last year on a one-time basis. As this was one-time funding, this year’s tracking reflects all of the Department’s expenditures.

Stadium Operation: Stadium operating expenditures are incurred first and billed on a reimbursement basis creating a timing difference in revenue recognition. Stadium expenditures totaled approximately $7.7 million through May and are tracking below budgeted levels at 78.7%. This is 31.8% higher than expenditures through the same period last year, as a direct result of the reopening of the Stadium for events and two additional NFL playoff games held at the Stadium. The budget incorporates adjustments totaling $2.4 million approved as part of the January 2023 and February/March 2023 Monthly Financial Reports.
12 City of Santa Clara
Financial Status Report as of May 31, 2023
Special Revenue Funds
The table below is a summary of revenues and expenditures of select Special Revenue Funds as of May 31, 2023. The amended budget reflects carryover encumbrances from fiscal year 2021/22 and budget amendments approved by the City Council through May 2023. Effective July 1, 2021, all Building Division revenues and expenditures are budgeted and accounted for in the Building Development Services Fund, which is included in the table below.

Revenues totaled $27.0 million, or 99.4% of budget, while expenditures totaled $26.8 million, or 65.3% of budget through the end of May. Overall, revenues are tracking above budget due primarily to strong performance in the Building Development Services Fee Fund which has exceeded the annual revenue estimate. Expenditures in almost all funds are tracking below the par level of 91.7%. Revenue and expenses are tracking lower in the Housing and Urban Development Fund due to less activity in the Neighborhood Conservation and Improvement Program (NCIP) and the Affordable Rental Housing program. Projects under both of these programs have been delayed due to limited staff capacity; however, they are anticipated to be completed by the end of next fiscal year.

Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 5/31/2023 received 5/31/2022 Prior Year Change Housing Authority Fund $ 280,000 $ 277,495 $ 397,268 143.16% $ 520,662 $ (123,394) -23.70% City Affordable Housing Fund 682,000 7,162,700 6,993,499 97.64% 4,483,700 2,509,799 55.98% Housing Successor Fund 350,000 1,306,326 950,252 72.74% 6,187,165 (5,236,913) -84.64% Housing and Urban Development 1,810,000 3,924,461 1,049,963 26.75% 2,973,735 (1,923,772) -64.69% Building Development Services Fee
Fund
14,112,000 14,464,458 17,580,299 121.54% 16,355,098 1,225,201 7.49% American Rescue Plan Act Fund - - - 0.00% 13,283,413 (13,283,413) -100.00% TOTAL $ 17,234,000 $ 27,135,440 $ 26,971,281 99.40% $ 43,803,773 $ (16,832,492) -38.43% Actual Actual $
Fund Adopted Amended through Percentage through Change From Percent Description Budget Budget 5/31/2023 used 5/31/2022 Prior Year Change Housing Authority Fund $ 380,363 $ 584,503 $ 183,211 31.34% $ 139,702 $ 43,509 31.14% City Affordable Housing Fund 1,685,731 11,499,145 6,784,743 59.00% 929,754 5,854,989 629.74% Housing Successor Fund 1,242,599 6,049,148 5,520,836 91.27% 12,380,972 (6,860,136) -55.41% Housing and Urban Development 2,355,815 5,223,984 1,720,536 32.94% 3,129,428 (1,408,892) -45.02% Building Development Services Fee
Fund
13,360,809 17,682,237 12,568,883 71.08% 9,870,363 2,698,520 27.34% American Rescue Plan Act Fund - - - 0.00% 26,231,326 (26,231,326) -100.00% TOTAL $ 19,025,317 $ 41,039,017 $ 26,778,209 65.25% $ 52,681,545 $ (25,903,336) -49.17%

PRIOR YEAR EXPENDITURE COMPARISON

CITY OF SANTA CLARA

SPECIAL REVENUE FUNDS

REVENUE AND EXPENDITURE - OVERVIEW AND COMPARISON BY FUND REVENUES - FISCAL YEAR 2022/23 PRIOR YEAR REVENUE COMPARISON EXPENDITURES - FISCAL YEAR 2022/23
13 City of Santa Clara
Financial Status Report as of May 31, 2023
Governmental Capital Improvement Funds
The table below lists the revenue for selected capital improvement funds. The amended budget reflects current year appropriations, prior year carryover, and budget amendments approved through May 2023. As of May 31, 2023, the capital fund revenue totaled $35.1 million. In the Parks and Recreation Capital Fund, $26.4 million has been collected, which includes $25.2 million in Mitigation Fee Act revenue. In the Streets and Highways Fund, revenues are tracking well below budget due to the timing of projects and associated reimbursements.

REVENUES - FISCAL YEAR 2022/23
Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 5/31/2023 Used Parks & Recreation $ 24,277,760 $ 3,301,620 $ 27,579,380 $ 26,353,723 95.56% Streets & Highways 6,634,174 15,921,680 22,555,854 2,992,842 13.27% Storm Drain 1,454,000 - 1,454,000 1,326,849 91.26%
Public Buildings - 100,000 100,000 100,000 100.00%
City Affordable Housing Capital - - - 630,142 NA
Related Santa Clara Developer 2,968,317 1,118,024 4,086,341 1,277,059 31.25% Patrick Henry Drive
Infrastructure Improvement
Fund
- - - - NA
Tasman East Specific
Infrastructure Improvement
Fund
2,413,605 - 2,413,605 2,419,501 100.24%
TOTAL $ 37,747,856 $ 20,441,324 $ 58,189,180 $ 35,100,116 60.32%

CITY OF SANTA CLARA

REVENUE - OVERVIEW AND COMPARISON BY SELECTED FUND

GOVERNMENTAL CAPITAL IMPROVEMENT FUNDS
The table below lists the total amended budgeted amounts for expenditures in the Capital Improvement Funds. Similar to the revenue table, the amended expenditure budgets consist of current year appropriations, prior year carryover encumbrance balances in Governmental Capital Improvement Funds, and budget amendments approved through May 2023. As of May 31, 2023, capital fund expenditures totaled $34.0 million, or 21.5% of the amended budget.

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

Necessary additional adjustments to the capital carryover amounts were included as part of the Budgetary Year-End Report for FY 2021/22 approved on December 6, 2022. These adjustments are reflected in the table below.
14 City of Santa Clara
Financial Status Report as of May 31, 2023
The carryover of prior year budget amounts is necessary when services or projects are started but not completed at the end of the fiscal year. This is especially true for the Capital Improvement Program (CIP) that typically spans several years. The table below displays the expenditure budget for the General Government capital funds excluding transfers.

EXPENDITURES - FISCAL YEAR 2022/23
Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 5/31/2023 Used Parks & Recreation $ 20,631,295 $ 20,913,971 $ 41,545,266 $ 8,070,274 19.43% Streets & Highways 28,126,833 53,175,624 81,302,457 15,950,657 19.62% Storm Drain 5,181,209 2,745,531 7,926,740 3,122,031 39.39% Fire 1,580,091 395,077 1,975,168 554,609 28.08%
Library 355,811 35,747 391,558 89,717 22.91%
Public Buildings 4,638,636 2,439,492 7,078,128 697,080 9.85% General Gov't - Other 3,687,314 6,158,460 9,845,774 1,801,313 18.30% City Affordable Housing Capital - 1,600,000 1,600,000 - 0.00% Related Santa Clara Developer 3,566,699 - 3,566,699 1,862,544 52.22% Patrick Henry Drive
Infrastructure Improvement
Fund
69,205 - 69,205 69,205 100.00%
Tasman East Specific
Infrastructure Improvement
Fund
3,221,395 - 3,221,395 1,798,250 55.82%
TOTAL $ 71,058,488 $ 87,463,902 $ 158,522,390 $ 34,015,680 21.46%

EXPENDITURE - OVERVIEW AND COMPARISON BY FUND

CITY OF SANTA CLARA

GOVERNMENTAL CAPITAL IMPROVEMENT FUNDS
15 City of Santa Clara
Financial Status Report as of May 31, 2023
Enterprise Funds
The table below is a summary of revenues and expenses for the Enterprise Operating Funds as of May 31, 2023.

Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 5/31/2023 received 5/31/2022 Prior Year Change Electric Utility Fund $ 615,818,445 $ 629,425,236 $ 559,557,084 88.90% $ 474,939,962 $ 84,617,122 17.82% Water Utility Fund 48,358,520 48,358,520 42,856,980 88.62% 43,862,224 (1,005,244) -2.29% Sewer Utility Fund 40,459,345 40,459,345 40,678,022 100.54% 47,838,824 (7,160,802) -14.97% Cemetery Fund 600,000 600,000 611,942 101.99% 688,424 (76,482) -11.11% Solid Waste Utility Fund 37,245,092 37,245,092 31,386,355 84.27% 29,418,589 1,967,766 6.69% Water Recycling Fund 5,708,446 5,708,446 5,197,415 91.05% 5,324,939 (127,524) -2.39% TOTAL REVENUE $ 748,189,848 $ 761,796,639 $ 680,287,798 89.30% $ 602,072,962 $ 78,214,836 12.99% Actual Actual $
Fund Adopted Amended through Percentage through Change From Percent Description Budget Budget 5/31/2023 Used 5/31/2022 Prior Year Change Electric Utility Fund $ 603,681,580 $ 606,557,830 $ 528,149,158 87.07% $ 452,143,455 $ 76,005,703 16.81% Water Utility Fund 46,797,065 48,768,438 40,533,838 83.11% 37,061,187 3,472,651 9.37% Sewer Utility Fund 30,825,023 33,220,466 29,802,459 89.71% 27,949,605 1,852,854 6.63% Cemetery Fund 1,539,796 1,545,944 1,371,277 88.70% 1,277,348 93,929 7.35% Solid Waste Utility Fund 36,626,118 40,169,992 28,962,392 72.10% 27,412,248 1,550,144 5.65% Water Recycling Fund 5,729,413 7,489,135 6,387,757 85.29% 4,756,485 1,631,272 34.30% TOTAL - Operating
Appropriations
$ 725,198,995 $ 737,751,805 $ 635,206,881 86.10% $ 550,600,328 $ 84,606,553 15.37% EXPENSES - FISCAL YEAR 2022/23 PRIOR YEAR EXPENSE COMPARISON

CITY OF SANTA CLARA

ENTERPRISE OPERATING FUNDS

REVENUES AND EXPENSES - OVERVIEW AND COMPARISON BY FUND REVENUES - FISCAL YEAR 2022/23 PRIOR YEAR REVENUE COMPARISON Revenues in the electric (which also includes the Electric Debt Service Fund), water, and sewer utility (which also includes the Sewer Debt Service Fund) and water recycling funds are primarily from customer service charges. The activity levels for these customer service charges also impact the resource and production costs on the expenditure side for these funds.

Expenditures in the Electric Utility Fund are tracking to end the year above the budget due to higher power purchase and production costs which are driven by the extreme spikes in natural gas prices. It is anticipated that higher revenues will partially offset these higher costs with the remainder addressed with the use of fund balance. Budget balancing amendments were approved as part of the April 2023 Monthly Financial Report but are not yet reflected here.

In the Cemetery Fund, revenue is tracking below the prior year due to lower sales, while the decrease in Sewer revenue reflects the amount of reimbursements received from the City of San José related to the co-owned Regional Wastewater Facility. Expenditures are tracking higher in the Water Recycling 16 City of Santa Clara
Financial Status Report as of May 31, 2023
Fund and Water Utility Fund as a result of higher spending in the resources category. A budget adjustment in the Water Recycling Fund was approved as part of the February/ March 2023 Monthly Financial Report to account for the significantly higher spend in the resource category; this adjustment is reflected in the table.

A summary of revenue and expenses in the Enterprise Capital Improvement Funds are detailed in the tables below. Actual revenue through May 31, 2023 totaled $42.6 million, consisting primarily of developer contributions in the Electric Utility Fund. Enterprise capital fund expenses totaled $62.2 million, or 22.4% of the amended budget. Similar to the general government capital funds, capital funds were carried over into next fiscal year as part of the FY 2022/23 and FY 2023/24 budget adoption process for those projects that have not yet been completed. Adjustments to the capital carryover amounts based on actual year-end expenditures were approved as part of the Budgetary Year-End Report for FY 2021/22 on December 6, 2022 and are reflected below.

Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 5/31/2023 Used Electric Utility Fund $ 40,950,870 $ 14,554,461 $ 55,505,331 $ 30,772,137 55.44% Street Lighting (1) - - - 41,442 N/A
Sewer Utility Fund - - - 11,777,395 N/A
Solid Waste Utility Fund 250,000 65,000 315,000 11,646 3.70%

TOTAL - CIP
Appropriations
$ 41,200,870 $ 14,619,461 $ 55,820,331 $ 42,602,620 76.32% Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 5/31/2023 Used Electric Utility Fund $ 131,429,732 $ 80,191,903 $ 211,621,635 $ 42,098,258 19.89% Street Lighting (1) (1,835,662) 5,637,312 3,801,650 245,208 6.45% Water Utility Fund 8,012,986 - 8,012,986 3,242,441 40.46% Sewer Utility Fund 26,645,486 23,316,657 49,962,143 15,494,160 31.01% Cemetery Fund 53,642 233,980 287,622 20,936 7.28%
Solid Waste Utility Fund 891,521 4,488 896,009 580,882 64.83% Water Recycling Fund 29,774 - 29,774 15,225 51.14%
Convention Center
Capital Fund
- 2,691,883 2,691,883 532,324 19.78%

TOTAL - CIP
Appropriations
$ 165,227,479 $ 112,076,223 $ 277,303,702 $ 62,229,434 22.44% EXPENSES - FISCAL YEAR 2022/23
REVENUES - FISCAL YEAR 2022/23

REVENUE - OVERVIEW AND COMPARISON BY SELECTED FUND

ENTERPRISE CAPITAL IMPROVEMENT FUNDS

CITY OF SANTA CLARA

ENTERPRISE CAPITAL IMPROVEMENT FUNDS

EXPENDITURE - OVERVIEW AND COMPARISON BY FUND
(1) Street Lighting fund is part of Electric Capital Improvement Funds 17 City of Santa Clara
Financial Status Report as of May 31, 2023
Fund Reserves
By policy, City Council established the City’s General Contingency Reserve, under which reserves for Budget Stabilization and Capital Projects were established. • Budget Stabilization Reserve is set aside for weathering economic downturns, emergency financial crisis, or disaster situations. The reserve target is equal to the expenditures of the City’s General Fund operations for three months (90-day or 25% General Fund Adopted Operating Budget). In FY 2022/23, the City Council approved an exception to the policy to allow the Reserve to drop below the 25% level.
• Capital Projects Reserve earmarks funds for the Capital Improvement Program.

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

The table below summarizes select reserve balances.
18 City of Santa Clara
Financial Status Report as of May 31, 2023
DETAIL OF SELECTED FUND RESERVE BALANCES:

GENERAL

FUND ELECTRIC WATER
Budget Stabilization Reserve $ 48,038,975
Capital Projects Reserve 11,810,451
Land Sale Reserve 18,481,037
Technology Fee Reserve 1,925,791
Electric Rate Stabilization Fund Reserve $ 48,776,613
Electric Operations and Maintenance Reserve 118,765,556 Replacement & Improvement $ 303,090
TOTALS $ 80,256,254 $ 167,542,169 $ 303,090

CITY OF SANTA CLARA

RESERVE BALANCES
May 31, 2023
19 City of Santa Clara
Financial Status Report as of May 31, 2023
Long-Term Interfund Advances
On March 21, 2023, as part of the January Monthly Financial Report, the City Council approved a budget action transferring the remaining balance of the Parks and Recreation Facilities loan for the Reed and Grant Sports Park to the Land Sale Reserve. There are currently no outstanding balances for interfund advances.

Donations to the City of Santa Clara
Donations received by department during the month of May 2023 and for fiscal year 2022/23 are shown in the table below.

Department May-23
Fiscal Year
2022/23
Year To Date Designated Use
City Manager's Office $ - $ 100 Help Your Neighbor
Parks & Recreation 3,500 6,271 Case Management
Parks & Recreation - 2,184 Roberta Jones Jr. Theatre
Parks & Recreation - 30,600 Wade Brummal
TOTALS $ 3,500 $ 39,155
_____________________________________________________________________

MONTHLY INVESTMENT REPORT
May 2023
City of
Santa Clara
The Center of What's Possible
City of Santa Clara
Monthly Investment Report

TABLE OF CONTENTS
Page #
1 Summary of Investment Portfolio 1
2 Summary of Investments 5
3 Investment Maturity Distribution Schedule 6
4 Attachment A: Investment Inventory With Market Value 7 1 CITY OF SANTA CLARA

SUMMARY OF INVESTMENT PORTFOLIO
All securities held by the City of Santa Clara as of May 31, 2023 were in compliance with the City's Investment Policy Statement regarding current market strategy and long-term goals and objectives. All securities held are rated A or higher by two nationally recognized rating agencies. There is adequate cash flow and maturity of investments to meet the City’s needs for the next six months.

The following table provides the breakdown of the total portfolio among the City, the Sports and Open Space Authority (SOSA), and the Housing Authority (HA) as of May 31, 2023.

On May 31, 2023 the cost value and market value of the City's unrestricted pooled investment portfolio were $901,307,016 and $869,472,606 respectively.

Investment Strategy and Market Update
Consumer prices (CPI) climbed 0.4% month-over-month in April and 4.9% year-over-year — marking the first-time annual inflation has landed below 5% in two years. The index for shelter was the largest contributor to the monthly increase, followed by increases for used cars and trucks and gasoline, with the increase in the gasoline index more than offsetting declines in other energy components.

Once again, the absolute strength and resiliency of the American labor market was evident as the May employment report revealed job creation of 339,000 for the month, well exceeding both expectations of 195,000 and the April increase of 239,000. Employment continued to trend up in professional and business services, healthcare, leisure and hospitality, and social assistance.

Idiosyncrasies in data-compiling methodologies were highlighted as the unemployment rate actually ticked higher to 3.7% from

3.4% one month prior.

U.S. Treasury yields moved higher across all tenors in May, led by one-year maturities increasing 43 bps over the month as markets repriced on ‘higher for longer’ expectations.

Benchmark U.S. Treasuries for 3-month, 5-year, and 10- year maturities finished the month at 5.39%, 3.75%, and 3.64%, increasing 36, 27, and 22 bps, respectively.

The City's investment strategy for May 2022 was to invest funds not required to meet current obligations, in securities listed in the prevailing Investment Policy Statement, with maturities not to exceed five years from date of purchase. This strategy ensures safety

COST VALUE PERCENTAGE
City $896,865,691 99.51%
SOSA 115 0.00%
HA 4,441,210 0.49%
Unrestricted $901,307,016 100.00%
Restricted Bond Proceeds 2,221,229
Total Investments $903,528,245
2 of the City’s funds, provides liquidity to meet the City’s cash needs, and earns a reasonable portfolio return. PFM Asset Management LLC began actively managing the City’s securities portfolio on September 1, 2020.

As of May 31, 2023, 45.10% of the City’s portfolio consists of U.S. Treasury Notes, 20.75% consists of investment grade Corporate Notes, 16.06% consists of Federal Agencies, 12.93% consists of California Asset Management Program (CAMP), 1.22% consists of investment grade Supranational Obligations, 1.13% consists of investment grade Asset-Back Securities, 0.80% consists of Negotiable Certificates of Deposit, 0.63% consists of Local Agency Investment Fund (LAIF), 0.57% consists of investment grade Mortgage-Backed Securities, and 0.46% consists of investment grade Municipal Bonds. In addition, City bond proceeds are invested in separate funds and are not included in the calculation of the City’s portfolio yield.

U.S. Treasury Notes

45.10%
Federal Agency Notes

16.06%
Corporate Notes

20.75%
Municipal Bonds

0.46%
Supranational Obligations

1.22%
Asset-Backed Securities

1.13%
Negotiable
Certificates of Deposit

0.80%
Mortgage-Backed
Securities

0.57%
Money Market Fund

0.09%
Local Agency Investment Fund
(LAIF)

0.63%
California Asset Management
Program (CAMP)

12.93%
Mutual Fund - Traffic
Mitigation Bond Proceeds

0.26%
3 The City’s securities portfolio is benchmarked against the ICE BAML 1-5 US Treasury Index.

2.12%

2.58%

2.71%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%
Nov-20 Feb-21 May-21 Aug-21 Nov-21 Feb-22 May-22 Aug-22 Nov-22 Feb-23 May-23 Securities Portfolio Yield at Cost vs Index 24-Month Average of Yield at Market Securities Portfolio (yield at cost)
City's Benchmark Index (24-month rolling average market yield) BofA 1-5 AAA-A Corp & Gov't Index (24-month rolling average market yield)

T T T T T
4 The following table summarizes the investment yields other information of the City’s investment portfolio components, along with comparable-maturity market indices. Also shown are the monthly interest income and aggregate year-to-date income.

Current Month
5/31/2023
Investment Yield
Liquidity Portfolio1

5.04%
LAIF average monthly yield 2.99%
Securities Portfolio2

2.12%
ICE BAML 1-5 US Treasury Index (24-month rolling average market yield) 2.58% ICE BAML 1-5 AAA-A US Corporate & Government Index (24-month rolling average market yield) 2.71%
City Portfolio (Liquidity + Securities) 2.53%
Investment Total Return*
Securities Portfolio -0.39%
ICE BAML 1-5 US Treasury Index -0.54%
ICE BAML 1-5 AAA-A US Corporate & Government Index -0.50% Average Maturity of Investments (in years)
Liquidity Portfolio1

0.08 Securities Portfolio2

2.49 City Portfolio (Liquidity + Securities) 2.13
ICE BAML 1-5 US Treasury Index 2.62
ICE BAML 1-5 AAA-A US Corporate & Government Index 2.65 Interest Income Current Month3
$ 2,237,697
Interest Income Fiscal Year-To-Date3
$ 13,747,072

1. Consists of CAMP, LAIF, Dreyfus Traffic Mitigation Fund, & Principal Sweep Account

2. Core long term portfolio managed by PFM Asset Management

3. Cash basis
* Total rate of return including earnings, distributions, and capital appreciation/depreciation of all portfolio assets 5 CITY OF SANTA CLARA
SUMMARY OF INVESTMENTS MAY 31, 2023
PER
COST % OF INVESTMENT

INVESTMENT TYPE VALUE PORTFOLIO POLICY
U.S. Treasury Notes 407,514,691 45.10% No Limit
Federal Agency Notes 145,102,192 16.06% 80%
Corporate Notes 187,507,229 20.75% 25%
Municipal Bonds 4,145,000 0.46% 20%
Supranational Obligations 11,056,812 1.22% 20%
Asset-Backed Securities 10,244,950 1.13% 10%
Negotiable Certificates of Deposit 7,270,000 0.80% 30%
Mortgage-Backed Securities 5,189,197 0.57% 15%
Money Market Fund 775,545 0.09% 10% Per Fund
Local Agency Investment Fund (LAIF) 5,716,605 0.63% $75 M California Asset Management Program (CAMP) 116,784,795 12.93% No Limit Mutual Fund - Traffic Mitigation Bond Proceeds 2,221,229 0.26% 10% Per Fund TOTAL INVESTMENTS $ 903,528,245 100.00%
6 MATURITY

INVESTMENT MATURITY DISTRIBUTION
AS OF MAY 31, 2023

UNRESTRICTED POOLED PORTFOLIO

NUMBER OF

IIN MONTHS) COST VALUE INVESTMENTS DISTRIBUTION
DEMAND $ 123,276,945 (a) 3 13.68%
0 TO 6 23,355,319 7 2.59%
7 TO 12 98,975,784 21 10.98%
13 TO 18 93,190,501 14 10.34%
19 TO 24 116,236,516 20 12.90%
25 TO 30 103,840,692 20 11.52%
31 TO 36 76,903,806 18 8.53%
37 TO 42 58,202,207 10 6.46%
43 TO 48 56,411,714 13 6.26%
49 TO 54 77,744,143 10 8.63%
55 TO 60 73,169,389 12 8.11%
TOTAL $901,307,016 148 100.00%
Average Maturity of Unrestricted Pool:

I I
(a) $20 million is earmarked for the City's Electnic Utility po~ er-trading.

2.13 Years
24%
22%
20%
18%
16%
<II
"'
~ <II 14%
~ Q)
Cl. 12% C
0 ~ .0
E
.!<?
0 10%
8%
6%
4%
2%

INVESTMENT MATURITY DISTRIBUTION

UNRESTRICTED POOLED PORTFOLIO
AS O F MAY 31, 2023
Maturity (Months)
City of Santa Clara Monthly Report
5/31/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L UNITED STATES TREASURY 11/30/2018 2.875% 11/30/2023 9128285P1 4,545,000.00 AA+ 6/23/2021 4,827,109.57 0.32% 4,491,550.80 -335,558.77 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 11,000,000.00 AA+ 6/11/2021 10,972,500.00 0.22% 10,650,640.00 -321,860.00 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 2,510,000.00 AA+ 3/31/2021 2,497,744.14 0.30% 2,430,282.40 -67,461.74 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 5,000,000.00 AA+ 3/26/2021 4,981,445.31 0.26% 4,841,200.00 -140,245.31 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 5,525,000.00 AA+ 7/14/2021 5,497,375.00 0.33% 5,349,526.00 -147,849.00 UNITED STATES TREASURY 1/31/2019 2.500% 1/31/2024 9128285Z9 5,000,000.00 AA+ 4/14/2020 5,407,421.88 0.34% 4,910,350.00 -497,071.88 UNITED STATES TREASURY 2/28/2019 2.375% 2/29/2024 9128286G0 5,395,000.00 AA+ 4/25/2023 5,285,835.55 4.84% 5,281,597.10 -4,238.45 UNITED STATES TREASURY 2/28/2017 2.125% 2/29/2024 912828W48 1,625,000.00 AA+ 4/15/2021 1,637,941.42 0.31% 1,587,365.00 -50,576.42 UNITED STATES TREASURY 4/15/2021 0.375% 4/15/2024 91282CBV2 5,415,000.00 AA+ 10/15/2021 5,397,443.55 0.51% 5,190,764.85 -206,678.70 UNITED STATES TREASURY 4/30/2019 2.250% 4/30/2024 9128286R6 3,825,000.00 AA+ 3/25/2022 3,827,838.87 2.21% 3,722,222.25 -105,616.62 UNITED STATES TREASURY 5/1/2017 2.000% 4/30/2024 912828X70 5,000,000.00 AA+ 5/16/2019 4,952,734.38 2.20% 4,854,100.00 -98,634.38 UNITED STATES TREASURY 5/15/2014 2.500% 5/15/2024 912828WJ5 6,050,000.00 AA+ 8/16/2019 6,332,174.65 1.48% 5,894,273.00 -437,901.65 UNITED STATES TREASURY 6/30/2019 1.750% 6/30/2024 9128286Z8 7,250,000.00 AA+ 12/12/2019 7,253,398.44 1.74% 6,992,262.50 -261,135.94 UNITED STATES TREASURY 6/30/2017 2.000% 6/30/2024 912828XX3 5,000,000.00 AA+ 8/29/2019 5,136,328.13 1.41% 4,835,150.00 -301,178.13 UNITED STATES TREASURY 7/15/2021 0.375% 7/15/2024 91282CCL3 5,250,000.00 AA+ 9/10/2021 5,246,718.75 0.40% 4,984,612.50 -262,106.25 UNITED STATES TREASURY 7/31/2017 2.125% 7/31/2024 9128282N9 5,000,000.00 AA+ 9/10/2019 5,133,315.75 1.56% 4,835,150.00 -298,165.75 UNITED STATES TREASURY 8/31/2017 1.875% 8/31/2024 9128282U3 2,985,000.00 AA+ 3/10/2020 3,149,640.66 0.62% 2,873,540.10 -276,100.56 UNITED STATES TREASURY 8/31/2019 1.250% 8/31/2024 912828YE4 4,750,000.00 AA+ 1/5/2021 4,928,867.19 0.21% 4,537,722.50 -391,144.69 UNITED STATES TREASURY 10/31/2017 2.250% 10/31/2024 9128283D0 10,000,000.00 AA+ 11/18/2019 10,290,625.00 1.64% 9,649,600.00 -641,025.00 UNITED STATES TREASURY 11/30/2017 2.125% 11/30/2024 9128283J7 5,000,000.00 AA+ 1/6/2020 5,118,945.31 1.62% 4,811,550.00 -307,395.31 UNITED STATES TREASURY 1/2/2018 2.250% 12/31/2024 9128283P3 10,000,000.00 AA+ 1/7/2020 10,300,781.25 1.62% 9,627,300.00 -673,481.25 UNITED STATES TREASURY 1/15/2022 1.125% 1/15/2025 91282CDS7 2,095,000.00 AA+ 4/12/2022 2,007,026.37 2.71% 1,979,607.40 -27,418.97 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 1,950,000.00 AA+ 5/7/2021 2,013,146.48 0.50% 1,848,853.50 -164,292.98 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 5,000,000.00 AA+ 4/22/2020 5,238,671.88 0.37% 4,740,650.00 -498,021.88 UNITED STATES TREASURY 2/28/2018 2.750% 2/28/2025 9128283Z1 6,200,000.00 AA+ 3/6/2020 6,850,757.82 0.61% 6,011,830.00 -838,927.82 UNITED STATES TREASURY 8/31/2020 0.250% 8/31/2025 91282CAJ0 4,120,000.00 AA+ 8/2/2021 4,075,581.25 0.52% 3,766,421.60 -309,159.65 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5,510,000.00 AA+ 6/7/2022 5,024,216.04 3.00% 5,013,438.80 -10,777.24 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5,400,000.00 AA+ 10/7/2021 5,285,882.81 0.78% 4,913,352.00 -372,530.81 UNITED STATES TREASURY 11/30/2020 0.375% 11/30/2025 91282CAZ4 4,450,000.00 AA+ 11/4/2021 4,327,625.00 1.07% 4,052,125.50 -275,499.50 UNITED STATES TREASURY 12/31/2020 0.375% 12/31/2025 91282CBC4 3,820,000.00 AA+ 5/3/2021 3,751,956.25 0.76% 3,474,099.00 -277,857.25 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 7,735,000.00 AA+ 2/25/2022 7,305,949.22 1.84% 7,011,081.35 -294,867.87 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 4,050,000.00 AA+ 1/6/2022 3,906,351.56 1.27% 3,670,960.50 -235,391.06 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8,025,000.00 AA+ 11/30/2021 7,817,478.52 1.01% 7,273,940.25 -543,538.27 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8,710,000.00 AA+ 5/3/2022 7,905,345.70 3.00% 7,894,831.10 -10,514.60 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 5,175,000.00 AA+ 12/7/2021 5,067,214.15 1.15% 4,694,294.25 -372,919.90 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 3,575,000.00 AA+ 8/31/2021 3,542,880.86 0.70% 3,242,918.25 -299,962.61 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 9,250,000.00 AA+ 6/8/2022 8,477,480.47 2.99% 8,397,242.50 -80,237.97 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 5,860,000.00 AA+ 3/21/2022 5,520,989.84 2.20% 5,319,766.60 -201,223.24 UNITED STATES TREASURY 8/15/2016 1.500% 8/15/2026 9128282A7 5,350,000.00 AA+ 8/15/2022 5,033,388.67 3.08% 4,947,733.50 -85,655.17 UNITED STATES TREASURY 9/30/2021 0.875% 9/30/2026 91282CCZ2 8,500,000.00 AA+ 4/5/2022 7,878,769.53 2.61% 7,686,210.00 -192,559.53 UNITED STATES TREASURY 10/31/2021 1.125% 10/31/2026 91282CDG3 5,700,000.00 AA+ 8/8/2022 5,267,601.56 3.05% 5,185,461.00 -82,140.56 UNITED STATES TREASURY 11/15/2016 2.000% 11/15/2026 912828U24 8,840,000.00 AA+ 6/8/2022 8,472,242.19 3.01% 8,279,544.00 -192,698.19 UNITED STATES TREASURY 12/31/2021 1.250% 12/31/2026 91282CDQ1 5,340,000.00 AA+ 4/14/2022 5,000,617.97 2.69% 4,864,633.20 -135,984.77 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 7,910,000.00 AA+ 7/7/2022 7,705,452.34 2.85% 7,454,225.80 -251,226.54 6/13/2023 11:51 AM 1 of 5
Attachment A
City of Santa Clara Monthly Report
5/31/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 5,400,000.00 AA+ 6/13/2022 5,159,109.38 3.29% 5,088,852.00 -70,257.38 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 2,100,000.00 AA+ 4/20/2022 2,040,691.41 2.88% 1,978,998.00 -61,693.41 UNITED STATES TREASURY 3/31/2022 2.500% 3/31/2027 91282CEF4 940,000.00 AA+ 11/30/2022 883,159.38 4.03% 892,821.40 9,662.02 UNITED STATES TREASURY 4/30/2020 0.500% 4/30/2027 912828ZN3 7,000,000.00 AA+ 8/3/2022 6,262,812.50 2.89% 6,141,170.00 -121,642.50 UNITED STATES TREASURY 5/15/2017 2.375% 5/15/2027 912828X88 5,400,000.00 AA+ 8/8/2022 5,248,546.88 3.01% 5,100,462.00 -148,084.88 UNITED STATES TREASURY 6/30/2020 0.500% 6/30/2027 912828ZV5 5,675,000.00 AA+ 8/15/2022 5,034,789.06 3.00% 4,953,650.75 -81,138.31 UNITED STATES TREASURY 7/31/2022 2.750% 7/31/2027 91282CFB2 10,800,000.00 AA+ 9/14/2022 10,392,046.88 3.60% 10,329,228.00 -62,818.88 UNITED STATES TREASURY 8/15/2017 2.250% 8/15/2027 9128282R0 11,115,000.00 AA+ 9/6/2022 10,537,975.20 3.40% 10,420,757.10 -117,218.10 UNITED STATES TREASURY 9/30/2022 4.125% 9/30/2027 91282CFM8 3,785,000.00 AA+ 11/3/2022 3,760,308.79 4.27% 3,822,130.85 61,822.06 UNITED STATES TREASURY 10/31/2020 0.500% 10/31/2027 91282CAU5 21,480,000.00 AA+ 1/6/2023 18,292,401.56 3.91% 18,573,541.20 281,139.64 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 4,750,000.00 AA+ 1/31/2023 4,833,310.55 3.72% 4,798,972.50 -34,338.05 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 5,100,000.00 AA+ 12/13/2022 5,165,343.75 3.83% 5,152,581.00 -12,762.75 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 10,930,000.00 AA+ 12/8/2022 11,081,995.31 3.81% 11,042,688.31 -39,307.01 UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 8,255,000.00 AA+ 1/31/2023 8,320,459.57 3.70% 8,267,217.40 -53,242.17 UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 7,325,000.00 AA+ 2/8/2023 7,333,583.98 3.85% 7,335,841.00 2,257.02 UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 4,850,000.00 AA+ 2/2/2023 4,906,078.13 3.62% 4,857,178.00 -48,900.13 UNITED STATES TREASURY 1/31/2021 0.750% 1/31/2028 91282CBJ9 5,815,000.00 AA+ 2/7/2023 5,009,758.79 3.83% 5,057,479.95 47,721.16 UNITED STATES TREASURY 1/31/2023 3.500% 1/31/2028 91282CGH8 7,505,000.00 AA+ 5/16/2023 7,508,517.97 3.49% 7,403,007.05 -105,510.92 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 7,360,000.00 AA+ 5/16/2023 7,532,500.00 3.46% 7,424,694.40 -107,805.60 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 6,600,000.00 AA+ 3/7/2023 6,526,781.25 4.25% 6,658,014.00 131,232.75 UNITED STATES TREASURY 3/31/2021 1.250% 3/31/2028 91282CBS9 5,470,000.00 AA+ 5/10/2023 4,912,530.08 3.54% 4,854,843.80 -57,686.28 UNITED STATES TREASURY 3/31/2021 1.250% 3/31/2028 91282CBS9 5,820,000.00 AA+ 5/9/2023 5,236,408.59 3.50% 5,165,482.80 -70,925.79 UNITED STATES TREASURY 3/31/2023 3.625% 3/31/2028 91282CGT2 5,765,000.00 AA+ 5/4/2023 5,816,569.73 3.42% 5,720,840.10 -95,729.63 UNITED STATES TREASURY 3/31/2023 3.625% 3/31/2028 91282CGT2 5,030,000.00 AA+ 5/2/2023 5,023,712.50 3.65% 4,991,470.20 -32,242.30 UNITED STATES TREASURY 4/30/2023 3.500% 4/30/2028 91282CHA2 5,075,000.00 AA+ 5/2/2023 5,042,488.28 3.64% 5,010,395.25 -32,093.03 U.S. Treasury Bond / Note Subtotal 418,035,000.00 407,514,690.80 395,116,296.15 -12,398,394.65 FANNIE MAE 11/25/2020 0.250% 11/27/2023 3135G06H1 5,225,000.00 AA+ 1/22/2021 5,230,799.75 0.21% 5,092,180.50 -138,619.25 FANNIE MAE 11/25/2020 0.250% 11/27/2023 3135G06H1 4,950,000.00 AA+ 11/25/2020 4,944,357.00 0.29% 4,824,171.00 -120,186.00 FANNIE MAE 7/8/2019 1.750% 7/2/2024 3135G0V75 15,000,000.00 AA+ 12/18/2019 15,566,089.75 0.90% 14,515,350.00 -1,050,739.75 FANNIE MAE 1/10/2020 1.625% 1/7/2025 3135G0X24 7,500,000.00 AA+ 1/22/2020 7,499,025.00 1.63% 7,147,875.00 -351,150.00 FANNIE MAE 4/24/2020 0.625% 4/22/2025 3135G03U5 10,000,000.00 AA+ 5/7/2020 10,050,600.00 0.52% 9,300,600.00 -750,000.00 FANNIE MAE 11/12/2020 0.500% 11/7/2025 3135G06G3 1,860,000.00 AA+ 12/29/2020 1,864,929.00 0.44% 1,696,320.00 -168,609.00 FNMA Medium Term Note Subtotal 44,535,000.00 45,155,800.50 42,576,496.50 -2,579,304.00 FEDERAL FARM CREDIT BANKS 11/1/2017 2.200% 11/1/2023 3133EHN25 2,965,000.00 AA+ 6/26/2019 3,006,094.90 1.87% 2,919,902.35 -86,192.55 FEDERAL FARM CREDIT BANKS 2/27/2019 2.610% 2/27/2024 3133EKBW5 5,000,000.00 AA+ 3/20/2019 5,033,150.00 2.47% 4,903,000.00 -130,150.00 FEDERAL FARM CREDIT BANKS 4/22/2019 2.450% 7/22/2024 3133EKHV1 5,000,000.00 AA+ 9/4/2019 5,250,650.00 1.38% 4,866,350.00 -384,300.00 FEDERAL FARM CREDIT BANKS 11/1/2019 1.650% 11/1/2024 3133EK4Y9 5,000,000.00 AA+ 11/8/2019 4,962,850.00 1.81% 4,788,450.00 -174,400.00 FEDERAL FARM CREDIT BANKS 1/23/2020 1.650% 1/23/2025 3133ELJM7 7,320,000.00 AA+ 5/18/2020 7,689,367.20 0.56% 6,960,588.00 -728,779.20 FEDERAL FARM CREDIT BANKS 5/14/2020 0.500% 5/14/2025 3133ELZM9 10,000,000.00 AA+ 5/15/2020 9,982,800.00 0.53% 9,261,200.00 -721,600.00 FEDERAL FARM CREDIT BANKS 6/9/2020 0.500% 6/9/2025 3133ELH23 10,000,000.00 AA+ 6/12/2020 9,997,540.00 0.50% 9,246,800.00 -750,740.00 FFCB Medium Term Note Subtotal 45,285,000.00 45,922,452.10 42,946,290.35 -2,976,161.75 FEDERAL FARM CREDIT BANKS 7/2/2020 0.500% 7/2/2025 3133ELR71 10,000,000.00 AA+ 7/14/2020 10,017,640.00 0.46% 9,217,700.00 -799,940.00 FFCB Coupon Note Subtotal 10,000,000.00 10,017,640.00 9,217,700.00 -799,940.00 6/13/2023 11:51 AM 2 of 5
Attachment A
City of Santa Clara Monthly Report
5/31/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L FEDERAL HOME LOAN BANKS 12/9/2013 3.375% 12/8/2023 3130A0F70 5,000,000.00 AA+ 1/8/2019 5,147,870.00 2.73% 4,953,300.00 -194,570.00 FEDERAL HOME LOAN BANKS 1/16/2015 2.250% 12/8/2023 3130A3VC5 5,000,000.00 AA+ 3/12/2020 5,282,425.00 0.72% 4,923,100.00 -359,325.00 FEDERAL HOME LOAN BANKS 5/8/2014 2.875% 6/14/2024 3130A1XJ2 5,000,000.00 AA+ 11/20/2019 5,270,205.00 1.64% 4,886,600.00 -383,605.00 FEDERAL HOME LOAN BANKS 11/6/2014 2.750% 12/13/2024 3130A3GE8 5,000,000.00 AA+ 3/12/2020 5,461,300.00 0.77% 4,846,200.00 -615,100.00 FHLB Medium Term Note Subtotal 20,000,000.00 21,161,800.00 19,609,200.00 -1,552,600.00 FREDDIE MAC 10/16/2020 0.125% 10/16/2023 3137EAEY1 3,270,000.00 AA+ 10/16/2020 3,257,802.90 0.25% 3,208,197.00 -49,605.90 FREDDIE MAC 2/14/2020 1.500% 2/12/2025 3137EAEP0 5,000,000.00 AA+ 5/20/2020 5,226,960.00 0.53% 4,748,200.00 -478,760.00 FREDDIE MAC 8/30/2022 4.050% 8/28/2025 3134GXS54 5,000,000.00 AA+ 8/30/2022 4,998,000.00 4.06% 4,888,850.00 -109,150.00 FREDDIE MAC 9/25/2020 0.375% 9/23/2025 3137EAEX3 9,390,000.00 AA+ 9/25/2020 9,361,736.10 0.44% 8,569,689.60 -792,046.50 FHLMC Medium Term Note Subtotal 22,660,000.00 22,844,499.00 21,414,936.60 -1,429,562.40

FHLMC MULTIFAMILY
STRUCTURED P 1/30/2017 3.347% 11/1/2026 3137BTUM1 5,354,000.00 AA+ 5/24/2023 5,189,197.19 4.31% 5,159,328.56 -29,868.63 FHLMC Mortgage-Backed Security Subtotal 5,354,000.00 5,189,197.19 5,159,328.56 -29,868.63

INTER-AMERICAN
DEVELOPMENT BANK 9/23/2021 0.500% 9/23/2024 4581X0DZ8 11,065,000.00 AAA 9/23/2021 11,056,811.90 0.52% 10,451,999.00 -604,812.90 Supranational Subtotal 11,065,000.00 11,056,811.90 10,451,999.00 -604,812.90

LOS ANGELES COMMUNITY
COLLEGE DISTRICT C 11/10/2020 0.773% 8/1/2025 54438CYK2 2,715,000.00 AA+ 11/10/2020 2,715,000.00 0.77% 2,495,546.55 -219,453.45

CALIFORNIA EARTHQUAKE
AUTHORITY 11/24/2020 1.477% 7/1/2023 13017HAK2 1,430,000.00 NR 11/24/2020 1,430,000.00 1.48% 1,424,880.60 -5,119.40 Municipals Subtotal 4,145,000.00 4,145,000.00 3,920,427.15 -224,572.85 3M COMPANY 9/14/2018 3.250% 2/14/2024 88579YBB6 5,000,000.00 A 11/29/2021 5,241,250.00 1.03% 4,932,750.00 -308,500.00 3M COMPANY 3/27/2020 2.650% 4/15/2025 88579YBM2 2,560,000.00 A 4/25/2022 2,511,616.00 3.32% 2,452,147.20 -59,468.80 ADOBE INC 1/26/2015 3.250% 2/1/2025 00724FAC5 4,000,000.00 A+ 1/26/2022 4,183,680.00 1.68% 3,908,600.00 -275,080.00 ALPHABET INC 8/9/2016 1.998% 8/15/2026 02079KAC1 5,740,000.00 AA+ 1/30/2023 5,354,386.80 4.05% 5,370,516.20 16,129.40 AMAZON.COM INC 5/12/2021 0.450% 5/12/2024 023135BW5 4,000,000.00 AA 3/14/2022 3,932,438.89 1.94% 3,819,320.00 -113,118.89 AMAZON.COM INC 5/12/2021 0.450% 5/12/2024 023135BW5 245,000.00 AA 5/12/2021 244,642.30 0.50% 233,933.35 -10,708.95 AMAZON.COM INC 4/13/2022 3.300% 4/13/2027 023135CF1 6,715,000.00 AA 4/25/2022 6,672,964.10 3.44% 6,471,782.70 -201,181.40 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/29/2021 5,355,200.00 0.84% 4,860,300.00 -494,900.00 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/9/2021 5,340,100.00 0.94% 4,860,300.00 -479,800.00 BANK OF AMERICA 4/19/2016 3.500% 4/19/2026 06051GFX2 4,140,000.00 A- 1/25/2023 4,019,070.60 4.48% 3,988,434.60 -30,636.00 BANK OF AMERICA CORP 3/22/2022 3.384% 4/2/2026 06051GKM0 5,000,000.00 A- 3/22/2022 5,005,100.00 3.36% 4,810,850.00 -194,250.00 BANK OF AMERICA CORP 4/22/2021 1.734% 7/22/2027 06051GJS9 1,420,000.00 A- 8/10/2022 1,281,251.80 3.92% 1,266,356.00 -14,895.80 BANK OF NY MELLON CORP 1/28/2021 0.750% 1/28/2026 06406RAQ0 9,000,000.00 A 2/10/2021 9,025,920.00 0.69% 8,086,050.00 -939,870.00 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,086,055.80 3.50% 3,979,533.60 -106,522.20 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,085,352.00 3.50% 3,979,533.60 -105,818.40 BRISTOL-MYERS SQUIBB CO 11/13/2020 0.750% 11/13/2025 110122DN5 5,725,000.00 A+ 6/30/2021 5,672,673.50 0.96% 5,234,424.75 -438,248.75

CATERPILLAR FINANCIAL
SERVICES CORP 1/10/2022 0.950% 1/10/2024 14913R2S5 3,100,000.00 A 3/14/2022 3,045,409.00 1.94% 3,018,687.00 -26,722.00

CATERPILLAR FINANCIAL
SERVICES CORP 1/10/2022 0.950% 1/10/2024 14913R2S5 2,535,000.00 A 1/10/2022 2,534,594.40 0.96% 2,468,506.95 -66,087.45 6/13/2023 11:51 AM 3 of 5
Attachment A
City of Santa Clara Monthly Report
5/31/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L ELI LILLY & CO 3/5/2015 2.750% 6/1/2025 532457BH0 5,415,000.00 A+ 2/10/2022 5,559,255.60 1.91% 5,224,987.65 -334,267.95 HERSHEY COMPANY 8/21/2015 3.200% 8/21/2025 427866AU2 3,000,000.00 A 3/30/2022 3,014,040.00 3.05% 2,901,810.00 -112,230.00 HOME DEPOT INC 9/14/2017 2.800% 9/14/2027 437076BT8 7,805,000.00 A 1/27/2023 7,364,719.95 4.15% 7,330,221.85 -34,498.10 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 2,255,000.00 A 3/22/2022 2,181,960.55 2.41% 2,113,250.70 -68,709.85 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 5,000,000.00 A 9/8/2021 5,097,900.00 0.82% 4,685,700.00 -412,200.00 JOHN DEERE CAPITAL CORP 6/17/2021 1.050% 6/17/2026 24422EVR7 5,000,000.00 A 12/8/2021 4,908,600.00 1.47% 4,523,300.00 -385,300.00 JOHNSON & JOHNSON 8/25/2020 0.550% 9/1/2025 478160CN2 5,000,000.00 AAA 9/3/2020 5,023,550.00 0.45% 4,598,050.00 -425,500.00 JPMORGAN CHASE & CO 9/16/2020 0.653% 9/16/2024 46647PBS4 2,675,000.00 A- 9/16/2020 2,675,000.00 0.65% 2,634,714.50 -40,285.50 JPMORGAN CHASE & CO 8/10/2021 0.768% 8/9/2025 46647PCM6 2,340,000.00 A- 8/10/2021 2,340,000.00 0.77% 2,202,010.20 -137,989.80 JPMORGAN CHASE & CO 3/13/2020 2.005% 3/13/2026 46647PBH8 2,800,000.00 A- 3/22/2022 2,712,500.00 2.84% 2,634,492.00 -78,008.00 JPMORGAN CHASE & CO 4/22/2021 1.578% 4/22/2027 46647PCB0 4,100,000.00 A- 8/10/2022 3,710,746.00 3.80% 3,683,727.00 -27,019.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000,000.00 A+ 3/10/2022 4,990,800.00 2.06% 4,777,650.00 -213,150.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000,000.00 A+ 3/9/2021 5,213,450.00 0.91% 4,777,650.00 -435,800.00 MERCK & CO INC 3/7/2019 2.900% 3/7/2024 58933YAU9 5,375,000.00 A+ 11/23/2021 5,623,916.25 0.85% 5,273,896.25 -350,020.00 MICROSOFT CORP 2/12/2015 2.700% 2/12/2025 594918BB9 5,000,000.00 AAA 3/9/2021 5,341,700.00 0.92% 4,847,650.00 -494,050.00 MICROSOFT CORP 11/3/2015 3.125% 11/3/2025 594918BJ2 5,100,000.00 AAA 1/25/2023 4,940,982.00 4.33% 4,959,138.00 18,156.00 NOVARTIS CAPITAL CORP 11/20/2015 3.000% 11/20/2025 66989HAJ7 10,000,000.00 AA- 1/31/2023 9,638,600.00 4.38% 9,662,900.00 24,300.00 QUALCOMM INC 5/20/2015 3.450% 5/20/2025 747525AF0 5,850,000.00 A 5/19/2022 5,860,588.50 3.39% 5,699,479.50 -161,109.00 STATE STREET BANK & TR 2/7/2022 1.746% 2/6/2026 857477BR3 1,115,000.00 A 2/7/2022 1,115,000.00 1.75% 1,047,877.00 -67,123.00 STATE STREET BANK & TR 10/29/2020 2.901% 3/30/2026 857477BM4 4,250,000.00 A 3/14/2022 4,275,372.50 2.74% 4,059,090.00 -216,282.50 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 4,595,000.00 A 2/1/2022 4,567,889.50 2.08% 4,233,833.00 -334,056.50 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 990,000.00 A 1/24/2022 988,317.00 1.99% 912,186.00 -76,131.00 TOYOTA MOTOR CREDIT CORP 1/11/2021 0.450% 1/11/2024 89236THU2 6,100,000.00 A+ 1/11/2021 6,099,634.00 0.45% 5,920,904.00 -178,730.00 UNILEVER CAPITAL CORP 9/14/2020 0.375% 9/14/2023 904764BJ5 660,000.00 A+ 9/14/2020 659,155.20 0.42% 650,760.00 -8,395.20 WAL-MART STORES INC 6/27/2018 3.550% 6/26/2025 931142ED1 5,700,000.00 AA 2/8/2022 6,011,847.00 1.87% 5,600,364.00 -411,483.00 Corporate Note Subtotal 187,585,000.00 187,507,229.24 178,697,667.60 -8,809,561.64 CARMAX AUTO OWNER TRUST 4/21/2021 0.520% 2/17/2026 14314QAC8 1,686,973.67 AAA 4/21/2021 1,686,610.15 0.52% 1,627,102.98 -59,507.17

DISCOVER CARD EXECUTION
NOTE TRUST 9/27/2021 0.580% 9/15/2026 254683CP8 2,100,000.00 AAA 9/27/2021 2,099,550.39 0.58% 1,975,953.00 -123,597.39

HONDA AUTO RECEIVABLES
OWNER T 11/24/2021 0.880% 1/21/2026 43815GAC3 1,615,000.00 NR 11/24/2021 1,614,659.56 0.89% 1,544,505.25 -70,154.31

HYUNDAI AUTO RECEIVABLES
TRUST 4/28/2021 0.380% 9/15/2025 44933LAC7 1,019,465.17 AAA 4/28/2021 1,019,357.92 0.38% 991,725.52 -27,632.40

HYUNDAI AUTO RECEIVABLES
TRUST 11/17/2021 0.740% 5/15/2026 44935FAD6 1,245,000.00 AAA 11/17/2021 1,244,722.12 0.75% 1,192,124.85 -52,597.27

TOYOTA AUTO RECEIVABLES
OWNER 9/27/2021 0.430% 1/15/2026 89239BAC5 2,580,255.93 AAA 9/27/2021 2,580,050.28 0.43% 2,474,310.62 -105,739.66 Asset-Backed Security Subtotal 10,246,694.77 10,244,950.42 9,805,722.22 -439,228.20 TORONTO DOMINION BANK NY 10/31/2022 5.470% 10/25/2024 89115B6F2 7,270,000.00 A 10/31/2022 7,270,000.00 5.44% 7,279,596.40 9,596.40 Certificate of Deposit Subtotal 7,270,000.00 7,270,000.00 7,279,596.40 9,596.40 6/13/2023 11:51 AM 4 of 5
Attachment A
City of Santa Clara Monthly Report
5/31/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L

PRINCIPAL PUBLIC DEPOSIT
SWEEP PROGRAM 2.700% 6/1/2023 992995944 775,544.99 9/1/2020 775,544.99 775,544.99 -

LOCAL AGENCY INVESTMENT
FUND 2.990% 6/1/2023 5,716,604.81 9/30/1997 5,716,604.81 5,716,604.81 -

CALIFORNIA ASSET
MANAGEMENT PROGRAM 5.160% 6/1/2023 116,784,795.23 10/4/2022 116,784,795.23 116,784,795.23 - DREYFUS TREASURY 4.940% 6/1/2023 2,221,228.94 10/31/1997 2,221,228.94 2,221,228.94 - Cash Equivalent Subtotal 125,498,173.97 125,498,173.97 125,498,173.97 - Grand Total Count 149 911,678,868.74 903,528,245.12 871,693,834.50 (31,834,410.62) 6/13/2023 11:51 AM 5 of 5
Attachment A
_____________________________________________________________________

MONTHLY INVESTMENT REPORT
June 2023
City of
Santa Clara
The Center of What's Possible
City of Santa Clara
Monthly Investment Report

SUMMARY OF INVESTMENT PORTFOLIO
All securities held by the City of Santa Clara as of June 30, 2023 were in compliance with the City's Investment Policy Statement regarding current market strategy and long-term goals and objectives. All securities held are rated A or higher by two nationally recognized rating agencies. There is adequate cash flow and maturity of investments to meet the City’s needs for the next six months.

The following table provides the breakdown of the total portfolio among the City, the Sports and Open Space Authority (SOSA), and the Housing Authority (HA) as of June 30, 2023.

On June 30, 2023 the cost value and market value of the City's unrestricted pooled investment portfolio were $987,960,195 and $951,118,113 respectively.

Investment Strategy and Market Update
The Federal Reserve (Fed) held its benchmark interest rate unchanged on June 14 but signaled more rate hikes are still on the table this year. The “hawkish pause” pushed Treasury yields higher as markets accepted a higher-for-longer overnight target rate expectation.

The May CPI report indicated that prices increased by 4.0% year-over-year. While still elevated relative to the Fed’s preferred target of 2%, the pace of increases declined for the eleventh consecutive month.

The June employment report showed the slowest pace of job creation since December 2020, posting gains of 209,000. This was down from a revised reading of 306,000 in May. Employment continued to trend up in government, healthcare, social assistance, construction, professional and business services, and leisure and hospitality. The unemployment rate in June fell modestly to 3.6%, down from 3.7% in May. Average hourly earnings increased 0.4% in June, matching the May print.

U.S. Treasury yields beyond one year pushed higher in June, led by a 0.49% increase in the 2-year maturity. The inversion in the yield curve (as measured by the difference between the 2- and 10-year maturities) deepened to more than 100 basis points (bps) by the end of the month, marking the greatest disparity between the two measures since 1981.

With the exception of only the shortest maturities, U.S. Treasury yields increased in June, as benchmark 2-, 5-, and 10-year U.S.

Treasuries finished the month at 4.90%, 4.16%, and 3.84%, moving up 49, 40, and 19 bps, respectively.

COST VALUE PERCENTAGE
City $983,504,286 99.55%
SOSA 501 0.00%
HA 4,455,408 0.45%
Unrestricted $987,960,195 100.00%
Restricted Bond Proceeds 2,230,329
Total Investments $990,190,524
2 The City's investment strategy for June 2022 was to invest funds not required to meet current obligations, in securities listed in the prevailing Investment Policy Statement, with maturities not to exceed five years from date of purchase. This strategy ensures safety of the City’s funds, provides liquidity to meet the City’s cash needs, and earns a reasonable portfolio return. PFM Asset Management LLC began actively managing the City’s securities portfolio on September 1, 2020.

As of June 30, 2023, 42.34% of the City’s portfolio consists of U.S. Treasury Notes, 20.43% consists of California Asset Management Program (CAMP), 18.94% consists of investment grade Corporate Notes, 13.53% consists of Federal Agencies,

1.12% consists of investment grade Supranational Obligations, 1.00% consists of investment grade Asset-Back Securities, 0.73% consists of Negotiable Certificates of Deposit, 0.58% consists of Local Agency Investment Fund (LAIF), 0.52% consists of investment grade Mortgage-Backed Securities, and 0.42% consists of investment grade Municipal Bonds. In addition, City bond proceeds are invested in separate funds and are not included in the calculation of the City’s portfolio yield.

U.S. Treasury Notes

42.34% Federal Agency Notes

13.52%
Corporate Notes

18.94%
Municipal Bonds

0.42%
Supranational Obligations

1.12%
Asset-Backed Securities

1.00%
Negotiable Certificates
of Deposit

0.73%
Mortgage-Backed
Securities

0.52%
Money Market Fund

0.17% Local Agency Investment Fund
(LAIF)

0.58%
California Asset Management
Program (CAMP)

20.43%
Mutual Fund - Traffic Mitigation
Bond Proceeds

0.22%
3 The City’s securities portfolio is benchmarked against the ICE BAML 1-5 US Treasury Index.

2.16%

2.76%

2.89%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%
Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Securities Portfolio Yield at Cost vs Index 24-Month Average of Yield at Market Securities Portfolio (yield at cost)
City's Benchmark Index (24-month rolling average market yield) BofA 1-5 AAA-A Corp & Gov't Index (24-month rolling average market yield)

T T T T
4 The following table summarizes the investment yields other information of the City’s investment portfolio components, along with comparable-maturity market indices. Also shown are the monthly interest income and aggregate year-to-date income.

Current Month
6/30/2023
Investment Yield
Liquidity Portfolio1

5.21%
LAIF average monthly yield 3.17%
Securities Portfolio2

2.16%
ICE BAML 1-5 US Treasury Index (24-month rolling average market yield) 2.76% ICE BAML 1-5 AAA-A US Corporate & Government Index (24-month rolling average market yield) 2.89%
City Portfolio (Liquidity + Securities) 2.83%
Investment Total Return*
Securities Portfolio -0.54%
ICE BAML 1-5 US Treasury Index -0.75%
ICE BAML 1-5 AAA-A US Corporate & Government Index -0.67% Average Maturity of Investments (in years)
Liquidity Portfolio1

0.13 Securities Portfolio2

2.47 City Portfolio (Liquidity + Securities) 2.05
ICE BAML 1-5 US Treasury Index 2.65
ICE BAML 1-5 AAA-A US Corporate & Government Index 2.67 Interest Income Current Month3
$ 1,910,029
Interest Income Fiscal Year-To-Date3
$ 15,657,101

1. Consists of CAMP Pool, CAMP Tern, LAIF, Dreyfus Traffic Mitigation Fund, & Principal Sweep Account

2. Core long term portfolio managed by PFM Asset Management

INVESTMENT TYPE VALUE PORTFOLIO POLICY
U.S. Treasury Notes

419,210,269 42.34% No Limit
Federal Agency Notes

133,888,218 13.53% 80%
Corporate Notes

187,507,229 18.94% 25%
Municipal Bonds

4,145,000 0.42% 20%
Supranational Obligations

11,056,812 1.12% 20%
Asset-Backed Securities

9,877,624 1.00% 10%
Negotiable Certificates of Deposit

7,270,000 0.73% 30%
Mortgage-Backed Securities

5,189,197 0.52% 15%
Money Market Fund

1,669,047 0.17% 10% Per Fund
Local Agency Investment Fund (LAIF)

5,716,605 0.58% $75 M
California Asset Management Program (CAMP)

202,430,194 20.43% No Limit
Mutual Fund - Traffic Mitigation Bond Proceeds

2,230,329 0.22% 10% Per Fund
TOTAL INVESTMENTS $ 990,190,524 100.00%
6 MATURITY

INVESTMENT MATURITY DISTRIBUTION
AS OF JUNE 30, 2023

UNRESTRICTED POOLED PORTFOLIO

NUMBER OF

IIN MONTHS) COST VALUE INVESTMENTS DISTRIBUTION
DEMAND $ 152,815,846 (a) 3 15.47%
0 TO 6 79,571,640 7 8.05%
7 TO 12 93,815,695 20 9.50%
13 TO 18 98,500,541 15 9.97%
19 TO 24 134,504,774 23 13.61%
25 TO 30 79,232,586 16 8.02%
31 TO 36 91,203,153 20 9.23%
37 TO 42 39,295,136 7 3.98%
43 TO 48 56,411,714 13 5.71%
49 TO 54 77,744,143 10 7.87%
55 TO 60 84,864,967 13 8.59%
TOTAL $ 987,960,195 147 100.00%
Average Maturit.11 of Unrestricted Pool: 2.05 Yea,s
(a) $20 million is earmarked for the City's Electric Utility power-trading. <l>
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~ fl
~ 0..
.,
8 ::,
~ .!!!
0 INVESTMENT MATURITY DISTRIBUTION UNRESTRICTED POOLED PORTFOLIO 24% ~-----------A_S_O_F J_U_N_E_30~, 2_02_3 ______________ 1 22% +------------------------------1
20%
18%
16%
14%
12%
10%
8%
6%
4%
2%
Maturity (Months)
City of Santa Clara Monthly Report
6/30/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L UNITED STATES TREASURY 11/30/2018 2.875% 11/30/2023 9128285P1 4,545,000.00 AA+ 6/23/2021 4,827,109.57 0.32% 4,498,686.45 -328,423.12 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 11,000,000.00 AA+ 6/11/2021 10,972,500.00 0.22% 10,699,260.00 -273,240.00 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 2,510,000.00 AA+ 3/31/2021 2,497,744.14 0.30% 2,441,376.60 -56,367.54 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 5,000,000.00 AA+ 3/26/2021 4,981,445.31 0.26% 4,863,300.00 -118,145.31 UNITED STATES TREASURY 1/15/2021 0.125% 1/15/2024 91282CBE0 5,525,000.00 AA+ 7/14/2021 5,497,375.00 0.33% 5,373,946.50 -123,428.50 UNITED STATES TREASURY 1/31/2019 2.500% 1/31/2024 9128285Z9 5,000,000.00 AA+ 4/14/2020 5,407,421.88 0.34% 4,917,000.00 -490,421.88 UNITED STATES TREASURY 2/28/2017 2.125% 2/29/2024 912828W48 1,625,000.00 AA+ 4/15/2021 1,637,941.42 0.31% 1,590,663.75 -47,277.67 UNITED STATES TREASURY 2/28/2019 2.375% 2/29/2024 9128286G0 5,395,000.00 AA+ 4/25/2023 5,285,835.55 4.84% 5,288,556.65 2,721.10 UNITED STATES TREASURY 4/15/2021 0.375% 4/15/2024 91282CBV2 5,415,000.00 AA+ 10/15/2021 5,397,443.55 0.51% 5,205,818.55 -191,625.00 UNITED STATES TREASURY 5/1/2017 2.000% 4/30/2024 912828X70 5,000,000.00 AA+ 5/16/2019 4,952,734.38 2.20% 4,861,150.00 -91,584.38 UNITED STATES TREASURY 4/30/2019 2.250% 4/30/2024 9128286R6 3,825,000.00 AA+ 3/25/2022 3,827,838.87 2.21% 3,726,238.50 -101,600.37 UNITED STATES TREASURY 5/15/2014 2.500% 5/15/2024 912828WJ5 6,050,000.00 AA+ 8/16/2019 6,332,174.65 1.48% 5,898,266.00 -433,908.65 UNITED STATES TREASURY 6/30/2017 2.000% 6/30/2024 912828XX3 5,000,000.00 AA+ 8/29/2019 5,136,328.13 1.41% 4,835,150.00 -301,178.13 UNITED STATES TREASURY 6/30/2019 1.750% 6/30/2024 9128286Z8 7,250,000.00 AA+ 12/12/2019 7,253,398.44 1.74% 6,992,552.50 -260,845.94 UNITED STATES TREASURY 7/15/2021 0.375% 7/15/2024 91282CCL3 5,250,000.00 AA+ 9/10/2021 5,246,718.75 0.40% 4,986,082.50 -260,636.25 UNITED STATES TREASURY 7/31/2017 2.125% 7/31/2024 9128282N9 5,000,000.00 AA+ 9/10/2019 5,133,315.75 1.56% 4,828,500.00 -304,815.75 UNITED STATES TREASURY 8/31/2019 1.250% 8/31/2024 912828YE4 4,750,000.00 AA+ 1/5/2021 4,928,867.19 0.21% 4,530,502.50 -398,364.69 UNITED STATES TREASURY 8/31/2017 1.875% 8/31/2024 9128282U3 2,985,000.00 AA+ 3/10/2020 3,149,640.66 0.62% 2,867,928.30 -281,712.36 UNITED STATES TREASURY 10/31/2017 2.250% 10/31/2024 9128283D0 10,000,000.00 AA+ 11/18/2019 10,290,625.00 1.64% 9,610,200.00 -680,425.00 UNITED STATES TREASURY 11/30/2017 2.125% 11/30/2024 9128283J7 5,000,000.00 AA+ 1/6/2020 5,118,945.31 1.62% 4,788,300.00 -330,645.31 UNITED STATES TREASURY 1/2/2018 2.250% 12/31/2024 9128283P3 10,000,000.00 AA+ 1/7/2020 10,300,781.25 1.62% 9,575,000.00 -725,781.25 UNITED STATES TREASURY 1/15/2022 1.125% 1/15/2025 91282CDS7 2,095,000.00 AA+ 4/12/2022 2,007,026.37 2.71% 1,970,117.05 -36,909.32 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 1,950,000.00 AA+ 5/7/2021 2,013,146.48 0.50% 1,839,025.50 -174,120.98 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 5,000,000.00 AA+ 4/22/2020 5,238,671.88 0.37% 4,715,450.00 -523,221.88 UNITED STATES TREASURY 2/28/2018 2.750% 2/28/2025 9128283Z1 6,200,000.00 AA+ 3/6/2020 6,850,757.82 0.61% 5,973,080.00 -877,677.82 UNITED STATES TREASURY 8/31/2020 0.250% 8/31/2025 91282CAJ0 4,120,000.00 AA+ 8/2/2021 4,075,581.25 0.52% 3,737,952.40 -337,628.85 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5,510,000.00 AA+ 6/7/2022 5,024,216.04 3.00% 4,972,775.00 -51,441.04 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5,400,000.00 AA+ 10/7/2021 5,285,882.81 0.78% 4,873,500.00 -412,382.81 UNITED STATES TREASURY 11/30/2020 0.375% 11/30/2025 91282CAZ4 4,450,000.00 AA+ 11/4/2021 4,327,625.00 1.07% 4,016,837.00 -310,788.00 UNITED STATES TREASURY 12/31/2020 0.375% 12/31/2025 91282CBC4 3,820,000.00 AA+ 5/3/2021 3,751,956.25 0.76% 3,443,233.40 -308,722.85 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 7,735,000.00 AA+ 2/25/2022 7,305,949.22 1.84% 6,944,560.35 -361,388.87 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 4,050,000.00 AA+ 1/6/2022 3,906,351.56 1.27% 3,636,130.50 -270,221.06 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8,025,000.00 AA+ 11/30/2021 7,817,478.52 1.01% 7,204,925.25 -612,553.27 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8,710,000.00 AA+ 5/3/2022 7,905,345.70 3.00% 7,819,925.10 -85,420.60 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 5,175,000.00 AA+ 12/7/2021 5,067,214.15 1.15% 4,648,599.00 -418,615.15 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 3,575,000.00 AA+ 8/31/2021 3,542,880.86 0.70% 3,211,351.00 -331,529.86 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 9,250,000.00 AA+ 6/8/2022 8,477,480.47 2.99% 8,308,720.00 -168,760.47 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 5,860,000.00 AA+ 3/21/2022 5,520,989.84 2.20% 5,263,686.40 -257,303.44 UNITED STATES TREASURY 8/15/2016 1.500% 8/15/2026 9128282A7 5,350,000.00 AA+ 8/15/2022 5,033,388.67 3.08% 4,890,007.00 -143,381.67 UNITED STATES TREASURY 9/30/2021 0.875% 9/30/2026 91282CCZ2 8,500,000.00 AA+ 4/5/2022 7,878,769.53 2.61% 7,604,865.00 -273,904.53 UNITED STATES TREASURY 10/31/2021 1.125% 10/31/2026 91282CDG3 5,700,000.00 AA+ 8/8/2022 5,267,601.56 3.05% 5,125,554.00 -142,047.56 UNITED STATES TREASURY 11/15/2016 2.000% 11/15/2026 912828U24 8,840,000.00 AA+ 6/8/2022 8,472,242.19 3.01% 8,176,646.40 -295,595.79 UNITED STATES TREASURY 12/31/2021 1.250% 12/31/2026 91282CDQ1 5,340,000.00 AA+ 4/14/2022 5,000,617.97 2.69% 4,806,000.00 -194,617.97 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 7,910,000.00 AA+ 7/7/2022 7,705,452.34 2.85% 7,355,350.80 -350,101.54 7/18/2023 9:57 AM 1 of 5
Attachment A
City of Santa Clara Monthly Report
6/30/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 5,400,000.00 AA+ 6/13/2022 5,159,109.38 3.29% 5,021,352.00 -137,757.38 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 2,100,000.00 AA+ 4/20/2022 2,040,691.41 2.88% 1,952,748.00 -87,943.41 UNITED STATES TREASURY 3/31/2022 2.500% 3/31/2027 91282CEF4 940,000.00 AA+ 11/30/2022 883,159.38 4.03% 880,921.00 -2,238.38 UNITED STATES TREASURY 4/30/2020 0.500% 4/30/2027 912828ZN3 7,000,000.00 AA+ 8/3/2022 6,262,812.50 2.89% 6,067,040.00 -195,772.50 UNITED STATES TREASURY 5/15/2017 2.375% 5/15/2027 912828X88 5,400,000.00 AA+ 8/8/2022 5,248,546.88 3.01% 5,028,318.00 -220,228.88 UNITED STATES TREASURY 6/30/2020 0.500% 6/30/2027 912828ZV5 5,675,000.00 AA+ 8/15/2022 5,034,789.06 3.00% 4,892,928.25 -141,860.81 UNITED STATES TREASURY 7/31/2022 2.750% 7/31/2027 91282CFB2 10,800,000.00 AA+ 9/14/2022 10,392,046.88 3.60% 10,181,916.00 -210,130.88 UNITED STATES TREASURY 8/15/2017 2.250% 8/15/2027 9128282R0 11,115,000.00 AA+ 9/6/2022 10,537,975.20 3.40% 10,274,817.15 -263,158.05 UNITED STATES TREASURY 9/30/2022 4.125% 9/30/2027 91282CFM8 3,785,000.00 AA+ 11/3/2022 3,760,308.79 4.27% 3,763,841.85 3,533.06 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 4,750,000.00 AA+ 1/31/2023 4,833,310.55 3.72% 4,725,157.49 -108,153.06 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 5,100,000.00 AA+ 12/13/2022 5,165,343.75 3.83% 5,073,327.00 -92,016.75 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 10,930,000.00 AA+ 12/8/2022 11,081,995.31 3.81% 10,872,836.11 -209,159.20 UNITED STATES TREASURY 10/31/2020 0.500% 10/31/2027 91282CAU5 21,480,000.00 AA+ 1/6/2023 18,292,401.56 3.91% 18,333,609.60 41,208.04 UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 4,850,000.00 AA+ 2/2/2023 4,906,078.13 3.62% 4,782,003.00 -124,075.13 UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 8,255,000.00 AA+ 1/31/2023 8,320,459.57 3.70% 8,139,264.90 -181,194.67 UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 7,325,000.00 AA+ 2/8/2023 7,333,583.98 3.85% 7,222,303.50 -111,280.48 UNITED STATES TREASURY 1/31/2023 3.500% 1/31/2028 91282CGH8 7,505,000.00 AA+ 5/16/2023 7,508,517.97 3.49% 7,287,805.30 -220,712.67 UNITED STATES TREASURY 1/31/2021 0.750% 1/31/2028 91282CBJ9 5,815,000.00 AA+ 2/7/2023 5,009,758.79 3.83% 4,988,165.15 -21,593.64 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 7,360,000.00 AA+ 5/16/2023 7,532,500.00 3.46% 7,305,683.20 -226,816.80 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 6,600,000.00 AA+ 3/7/2023 6,526,781.25 4.25% 6,551,292.00 24,510.75 UNITED STATES TREASURY 3/31/2023 3.625% 3/31/2028 91282CGT2 5,765,000.00 AA+ 5/4/2023 5,816,569.73 3.42% 5,630,790.80 -185,778.93 UNITED STATES TREASURY 3/31/2023 3.625% 3/31/2028 91282CGT2 5,030,000.00 AA+ 5/2/2023 5,023,712.50 3.65% 4,912,901.60 -110,810.90 UNITED STATES TREASURY 3/31/2021 1.250% 3/31/2028 91282CBS9 5,470,000.00 AA+ 5/10/2023 4,912,530.08 3.54% 4,787,508.10 -125,021.98 UNITED STATES TREASURY 3/31/2021 1.250% 3/31/2028 91282CBS9 5,820,000.00 AA+ 5/9/2023 5,236,408.59 3.50% 5,093,838.60 -142,569.99 UNITED STATES TREASURY 4/30/2023 3.500% 4/30/2028 91282CHA2 5,075,000.00 AA+ 5/2/2023 5,042,488.28 3.64% 4,931,479.00 -111,009.28 UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 11,735,000.00 AA+ 6/5/2023 11,695,577.73 3.70% 11,478,355.55 -217,222.18 U.S. Treasury Bond / Note Subtotal 429,770,000.00 419,210,268.53 403,096,973.10 -16,113,295.43 FANNIE MAE 11/25/2020 0.250% 11/27/2023 3135G06H1 5,225,000.00 AA+ 1/22/2021 5,225,080.49 0.21% 5,118,096.50 -106,983.99 FANNIE MAE 7/8/2019 1.750% 7/2/2024 3135G0V75 15,000,000.00 AA+ 12/18/2019 15,566,089.75 0.90% 14,464,800.00 -1,101,289.75 FANNIE MAE 1/10/2020 1.625% 1/7/2025 3135G0X24 7,500,000.00 AA+ 1/22/2020 7,499,025.00 1.63% 7,111,275.00 -387,750.00 FANNIE MAE 4/24/2020 0.625% 4/22/2025 3135G03U5 10,000,000.00 AA+ 5/7/2020 10,050,600.00 0.52% 9,248,200.00 -802,400.00 FANNIE MAE 11/12/2020 0.500% 11/7/2025 3135G06G3 1,860,000.00 AA+ 12/29/2020 1,864,929.00 0.44% 1,685,755.20 -179,173.80 FNMA Medium Term Note Subtotal 39,585,000.00 40,205,724.24 37,628,126.70 -2,577,597.54 FEDERAL FARM CREDIT BANKS 2/27/2019 2.610% 2/27/2024 3133EKBW5 5,000,000.00 AA+ 3/20/2019 5,033,150.00 2.47% 4,908,250.00 -124,900.00 FEDERAL FARM CREDIT BANKS 4/22/2019 2.450% 7/22/2024 3133EKHV1 5,000,000.00 AA+ 9/4/2019 5,250,650.00 1.38% 4,855,000.00 -395,650.00 FEDERAL FARM CREDIT BANKS 11/1/2019 1.650% 11/1/2024 3133EK4Y9 5,000,000.00 AA+ 11/8/2019 4,962,850.00 1.81% 4,773,500.00 -189,350.00 FEDERAL FARM CREDIT BANKS 1/23/2020 1.650% 1/23/2025 3133ELJM7 7,320,000.00 AA+ 5/18/2020 7,689,367.20 0.56% 6,931,088.40 -758,278.80 FEDERAL FARM CREDIT BANKS 5/14/2020 0.500% 5/14/2025 3133ELZM9 10,000,000.00 AA+ 5/15/2020 9,982,800.00 0.53% 9,213,400.00 -769,400.00 FEDERAL FARM CREDIT BANKS 6/9/2020 0.500% 6/9/2025 3133ELH23 10,000,000.00 AA+ 6/12/2020 9,997,540.00 0.50% 9,196,100.00 -801,440.00 FFCB Medium Term Note Subtotal 42,320,000.00 42,916,357.20 39,877,338.40 -3,039,018.80 FEDERAL FARM CREDIT BANKS 7/2/2020 0.500% 7/2/2025 3133ELR71 10,000,000.00 AA+ 7/14/2020 10,017,640.00 0.46% 9,167,100.00 -850,540.00 FFCB Coupon Note Subtotal 10,000,000.00 10,017,640.00 9,167,100.00 -850,540.00 7/18/2023 9:57 AM 2 of 5
Attachment A
City of Santa Clara Monthly Report
6/30/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L FEDERAL HOME LOAN BANKS 1/16/2015 2.250% 12/8/2023 3130A3VC5 5,000,000.00 AA+ 3/12/2020 5,282,425.00 0.72% 4,931,400.00 -351,025.00 FEDERAL HOME LOAN BANKS 12/9/2013 3.375% 12/8/2023 3130A0F70 5,000,000.00 AA+ 1/8/2019 5,147,870.00 2.73% 4,958,700.00 -189,170.00 FEDERAL HOME LOAN BANKS 5/8/2014 2.875% 6/14/2024 3130A1XJ2 5,000,000.00 AA+ 11/20/2019 5,270,205.00 1.64% 4,878,500.00 -391,705.00 FEDERAL HOME LOAN BANKS 11/6/2014 2.750% 12/13/2024 3130A3GE8 5,000,000.00 AA+ 3/12/2020 5,461,300.00 0.77% 4,822,900.00 -638,400.00 FHLB Medium Term Note Subtotal 20,000,000.00 21,161,800.00 19,591,500.00 -1,570,300.00 FREDDIE MAC 2/14/2020 1.500% 2/12/2025 3137EAEP0 5,000,000.00 AA+ 5/20/2020 5,226,960.00 0.53% 4,719,850.00 -507,110.00 FREDDIE MAC 8/30/2022 4.050% 8/28/2025 3134GXS54 5,000,000.00 AA+ 8/30/2022 4,998,000.00 4.06% 4,863,300.00 -134,700.00 FREDDIE MAC 9/25/2020 0.375% 9/23/2025 3137EAEX3 9,390,000.00 AA+ 9/25/2020 9,361,736.10 0.44% 8,520,204.30 -841,531.80 FHLMC Medium Term Note Subtotal 19,390,000.00 19,586,696.10 18,103,354.30 -1,483,341.80

FHLMC MULTIFAMILY
STRUCTURED P 1/30/2017 3.347% 11/1/2026 3137BTUM1 5,354,000.00 AA+ 5/24/2023 5,189,197.19 4.31% 5,090,101.34 -99,095.85 FHLMC Mortgage-Backed Security Subtotal 5,354,000.00 5,189,197.19 5,090,101.34 -99,095.85

INTER-AMERICAN
DEVELOPMENT BANK 9/23/2021 0.500% 9/23/2024 4581X0DZ8 11,065,000.00 AAA 9/23/2021 11,056,811.90 0.52% 10,424,889.75 -631,922.15 Supranational Subtotal 11,065,000.00 11,056,811.90 10,424,889.75 -631,922.15

LOS ANGELES COMMUNITY
COLLEGE DISTRICT C 11/10/2020 0.773% 8/1/2025 54438CYK2 2,715,000.00 AA+ 11/10/2020 2,715,000.00 0.77% 2,467,337.70 -247,662.30

CALIFORNIA EARTHQUAKE
AUTHORITY 11/24/2020 1.477% 7/1/2023 13017HAK2 1,430,000.00 NR 11/24/2020 1,430,000.00 1.48% 1,430,000.00 0.00 Municipals Subtotal 4,145,000.00 4,145,000.00 3,897,337.70 -247,662.30 3M COMPANY 9/14/2018 3.250% 2/14/2024 88579YBB6 5,000,000.00 A- 11/29/2021 5,241,250.00 1.03% 4,928,800.00 -312,450.00 3M COMPANY 3/27/2020 2.650% 4/15/2025 88579YBM2 2,560,000.00 A- 4/25/2022 2,511,616.00 3.32% 2,437,273.60 -74,342.40 ADOBE INC 1/26/2015 3.250% 2/1/2025 00724FAC5 4,000,000.00 A+ 1/26/2022 4,183,680.00 1.68% 3,880,280.00 -303,400.00 ALPHABET INC 8/9/2016 1.998% 8/15/2026 02079KAC1 5,740,000.00 AA+ 1/30/2023 5,354,386.80 4.05% 5,312,829.20 -41,557.60 AMAZON.COM INC 5/12/2021 0.450% 5/12/2024 023135BW5 4,000,000.00 AA 3/14/2022 3,932,438.89 1.94% 3,834,920.00 -97,518.89 AMAZON.COM INC 5/12/2021 0.450% 5/12/2024 023135BW5 245,000.00 AA 5/12/2021 244,642.30 0.50% 234,888.85 -9,753.45 AMAZON.COM INC 4/13/2022 3.300% 4/13/2027 023135CF1 6,715,000.00 AA 4/25/2022 6,672,964.10 3.44% 6,394,895.95 -278,068.15 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/29/2021 5,355,200.00 0.84% 4,820,950.00 -534,250.00 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/9/2021 5,340,100.00 0.94% 4,820,950.00 -519,150.00 BANK OF AMERICA 4/19/2016 3.500% 4/19/2026 06051GFX2 4,140,000.00 A- 1/25/2023 4,019,070.60 4.48% 3,971,295.00 -47,775.60 BANK OF AMERICA CORP 3/22/2022 3.384% 4/2/2026 06051GKM0 5,000,000.00 A- 3/22/2022 5,005,100.00 3.36% 4,792,550.00 -212,550.00 BANK OF AMERICA CORP 4/22/2021 1.734% 7/22/2027 06051GJS9 1,420,000.00 A- 8/10/2022 1,281,251.80 3.92% 1,267,733.40 -13,518.40 BANK OF NY MELLON CORP 1/28/2021 0.750% 1/28/2026 06406RAQ0 9,000,000.00 A 2/10/2021 9,025,920.00 0.69% 8,010,000.00 -1,015,920.00 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,086,055.80 3.50% 3,918,551.40 -167,504.40 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,085,352.00 3.50% 3,918,551.40 -166,800.60 BRISTOL-MYERS SQUIBB CO 11/13/2020 0.750% 11/13/2025 110122DN5 5,725,000.00 A+ 6/30/2021 5,672,673.50 0.96% 5,201,792.25 -470,881.25

CATERPILLAR FINANCIAL
SERVICES CORP 1/10/2022 0.950% 1/10/2024 14913R2S5 3,100,000.00 A 3/14/2022 3,045,409.00 1.94% 3,026,933.00 -18,476.00

CATERPILLAR FINANCIAL
SERVICES CORP 1/10/2022 0.950% 1/10/2024 14913R2S5 2,535,000.00 A 1/10/2022 2,534,594.40 0.96% 2,475,250.05 -59,344.35 7/18/2023 9:57 AM 3 of 5
Attachment A
City of Santa Clara Monthly Report
6/30/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L ELI LILLY & CO 3/5/2015 2.750% 6/1/2025 532457BH0 5,415,000.00 A+ 2/10/2022 5,559,255.60 1.91% 5,190,873.15 -368,382.45 HERSHEY COMPANY 8/21/2015 3.200% 8/21/2025 427866AU2 3,000,000.00 A 3/30/2022 3,014,040.00 3.05% 2,884,260.00 -129,780.00 HOME DEPOT INC 9/14/2017 2.800% 9/14/2027 437076BT8 7,805,000.00 A 1/27/2023 7,364,719.95 4.15% 7,262,162.25 -102,557.70 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 2,255,000.00 A 3/22/2022 2,181,960.55 2.41% 2,103,757.15 -78,203.40 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 5,000,000.00 A 9/8/2021 5,097,900.00 0.82% 4,664,650.00 -433,250.00 JOHN DEERE CAPITAL CORP 6/17/2021 1.050% 6/17/2026 24422EVR7 5,000,000.00 A 12/8/2021 4,908,600.00 1.47% 4,489,450.00 -419,150.00 JOHNSON & JOHNSON 8/25/2020 0.550% 9/1/2025 478160CN2 5,000,000.00 AAA 9/3/2020 5,023,550.00 0.45% 4,569,850.00 -453,700.00 JPMORGAN CHASE & CO 9/16/2020 0.653% 9/16/2024 46647PBS4 2,675,000.00 A- 9/16/2020 2,675,000.00 0.65% 2,643,782.75 -31,217.25 JPMORGAN CHASE & CO 8/10/2021 0.768% 8/9/2025 46647PCM6 2,340,000.00 A- 8/10/2021 2,340,000.00 0.77% 2,203,905.60 -136,094.40 JPMORGAN CHASE & CO 3/13/2020 2.005% 3/13/2026 46647PBH8 2,800,000.00 A- 3/22/2022 2,712,500.00 2.84% 2,629,788.00 -82,712.00 JPMORGAN CHASE & CO 4/22/2021 1.578% 4/22/2027 46647PCB0 4,100,000.00 A- 8/10/2022 3,710,746.00 3.80% 3,682,661.00 -28,085.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000,000.00 A+ 3/10/2022 4,990,800.00 2.06% 4,752,400.00 -238,400.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000,000.00 A+ 3/9/2021 5,213,450.00 0.91% 4,752,400.00 -461,050.00 MERCK & CO INC 3/7/2019 2.900% 3/7/2024 58933YAU9 5,375,000.00 A+ 11/23/2021 5,623,916.25 0.85% 5,277,873.75 -346,042.50 MICROSOFT CORP 2/12/2015 2.700% 2/12/2025 594918BB9 5,000,000.00 AAA 3/9/2021 5,341,700.00 0.92% 4,822,000.00 -519,700.00 MICROSOFT CORP 11/3/2015 3.125% 11/3/2025 594918BJ2 5,100,000.00 AAA 1/25/2023 4,940,982.00 4.33% 4,909,209.00 -31,773.00 NOVARTIS CAPITAL CORP 11/20/2015 3.000% 11/20/2025 66989HAJ7 10,000,000.00 AA- 1/31/2023 9,638,600.00 4.38% 9,565,400.00 -73,200.00 QUALCOMM INC 5/20/2015 3.450% 5/20/2025 747525AF0 5,850,000.00 A 5/19/2022 5,860,588.50 3.39% 5,673,096.00 -187,492.50 STATE STREET BANK & TR 2/7/2022 1.746% 2/6/2026 857477BR3 1,115,000.00 A 2/7/2022 1,115,000.00 1.75% 1,044,676.95 -70,323.05 STATE STREET BANK & TR 10/29/2020 2.901% 3/30/2026 857477BM4 4,250,000.00 A 3/14/2022 4,275,372.50 2.74% 4,052,970.00 -222,402.50 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 4,595,000.00 A 2/1/2022 4,567,889.50 2.08% 4,206,354.90 -361,534.60 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 990,000.00 A 1/24/2022 988,317.00 1.99% 906,265.80 -82,051.20 TOYOTA MOTOR CREDIT CORP 1/11/2021 0.450% 1/11/2024 89236THU2 6,100,000.00 A+ 1/11/2021 6,099,634.00 0.45% 5,938,960.00 -160,674.00 UNILEVER CAPITAL CORP 9/14/2020 0.375% 9/14/2023 904764BJ5 660,000.00 A+ 9/14/2020 659,155.20 0.42% 653,769.60 -5,385.60 WAL-MART STORES INC 6/27/2018 3.550% 6/26/2025 931142ED1 5,700,000.00 AA 2/8/2022 6,011,847.00 1.87% 5,554,251.00 -457,596.00 Corporate Note Subtotal 187,585,000.00 187,507,229.24 177,683,211.00 -9,824,018.24 CARMAX AUTO OWNER TRUST 4/21/2021 0.520% 2/17/2026 14314QAC8 1,570,727.31 AAA 4/21/2021 1,570,388.84 0.52% 1,517,998.00 -52,390.84

DISCOVER CARD EXECUTION
NOTE TRUST 9/27/2021 0.580% 9/15/2026 254683CP8 2,100,000.00 AAA 9/27/2021 2,099,550.39 0.58% 1,976,562.00 -122,988.39

HONDA AUTO RECEIVABLES
OWNER T 11/24/2021 0.880% 1/21/2026 43815GAC3 1,615,000.00 NR 11/24/2021 1,614,659.56 0.89% 1,550,044.70 -64,614.86

HYUNDAI AUTO RECEIVABLES
TRUST 4/28/2021 0.380% 9/15/2025 44933LAC7 932,228.37 AAA 4/28/2021 932,130.30 0.38% 907,785.34 -24,344.96

HYUNDAI AUTO RECEIVABLES
TRUST 11/17/2021 0.740% 5/15/2026 44935FAD6 1,245,000.00 AAA 11/17/2021 1,244,722.12 0.75% 1,196,034.15 -48,687.97

TOYOTA AUTO RECEIVABLES
OWNER 9/27/2021 0.430% 1/15/2026 89239BAC5 2,416,365.73 AAA 9/27/2021 2,416,173.14 0.43% 2,325,727.85 -90,445.29 Asset-Backed Security Subtotal 9,879,321.41 9,877,624.35 9,474,152.04 -403,472.31 TORONTO DOMINION BANK NY 10/31/2022 5.470% 10/25/2024 89115B6F2 7,270,000.00 A 10/31/2022 7,270,000.00 5.44% 7,268,182.50 -1,817.50 Certificate of Deposit Subtotal 7,270,000.00 7,270,000.00 7,268,182.50 -1,817.50 7/18/2023 9:57 AM 4 of 5
Attachment A
City of Santa Clara Monthly Report
6/30/2023
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L

PRINCIPAL PUBLIC DEPOSIT
SWEEP PROGRAM 2.700% 7/1/2023 992995944 1,669,047.52 9/1/2020 1,669,047.52 1,669,047.52 -

LOCAL AGENCY INVESTMENT
FUND 3.167% 7/1/2023 5,716,604.81 9/30/1997 5,716,604.81 5,716,604.81 -

CALIFORNIA ASSET
MANAGEMENT PROGRAM 5.240% 7/1/2023 145,430,193.95 10/4/2022 145,430,193.95 145,430,193.95 -

CALIFORNIA ASSET
MANAGEMENT PROGRAM TERM 5.410% 9/6/2023 57,000,000.00 6/6/2023 57,000,000.00 57,000,000.00 - DREYFUS TREASURY 4.980% 7/1/2023 2,230,328.82 10/31/1997 2,230,328.82 2,230,328.82 - Cash Equivalent Subtotal 212,046,175.10 212,046,175.10 212,046,175.10 - Grand Total Count 148 998,409,496.51 990,190,523.85 953,348,441.93 (36,842,081.92) 7/18/2023 9:57 AM 5 of 5
Attachment A
Attachment 4
Department/Item
Source of
Funds
Use of
Funds Explanation
Transmission System
Reinforcement
3,500,000 Increases the Transmission System Reinforcement project budget for a recent settlement related to an
easement acquisition of $2.8 million for the South
Loop. The remaining amount will cover closing
costs and future close out items that are expected
during FY 2023/24 (five affirmative Council votes
required for the use of unused balances).

Unrestricted Ending Fund
Balance
(3,500,000) Decreases the Unrestricted Ending Fund balance to offset the action above (five affirmative Council
votes required for the use of unused balances).
- -
Department/Item
Source of
Funds
Use of
Funds Explanation
Capital Outlay 55,000 Increases the Capital Outlay budget to cover price increases for six electric vehicle trucks for Public
Works, SVP, and Finance. These replacements
were budgeted as part of the replacement schedule
and will replace gasoline powered vehicles. The
price increases are covered by the Greenhouse
Gas program in the Electric Operating Grant Trust
Fund which was already budgeted as part of the
$1.5 million transfer in as part of the Adopted
Budget (five affirmative Council votes required
for the use of unused balances).

Unrestricted Ending Fund
Balance
(55,000) Decreases the Unrestricted Ending Fund balance to offset the action above (five affirmative Council
votes required for the use of unused balances).
- -
FY 2023/24 Budget Amendments
Vehicle Replacement Fund (050)
Electric Utility Capital Fund (591)
1 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-848 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 2 to the Master Product and Services Agreement with Hexagon Safety & Infrastructure to Extend the Computer Aided Dispatch System Contract Term to November 30, 2024 at No Additional Cost

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

In June 2016, the City Council approved $3 million in funding for the CAD and RMS Upgrade project as part of the 2016/17 Adopted Capital Improvement Program Budget. On October 10, 2017, after an extensive and rigorous procurement process, Hexagon Safety & Infrastructure (Hexagon) was approved by City Council (Item #13.B6) to deliver the software, related service and materials, maintenance agreement, customer service and warranty most appropriately meeting the project deliverables identified by the City of Santa Clara for an integrated CAD and RMS solution.

Staff negotiated a six-year Master Product and Services Agreement (Master Agreement) through October 11, 2023, with a one-time cost of $2,092,335 for CAD/MPS and WebRMS software, project management, training and a one-year warranty. The warranty included maintenance costs for the first year of the contract. The contract also allowed for additional options items not to exceed $2,472,425.

The Capital Improvement Project budget covered the cost for DELTAWRX services and the one-time implementation costs for the CAD/MPS and WebRMS systems.

The original Hexagon Maintenance Contract details the annual costs to support CAD functionality through terms of the Master Agreement with a one-year extended warranty and cost inflator not to exceed four percent each year through the balance of the Maintenance Contract. The reoccurring costs, such as annual maintenance and software upgrades, have been paid for from the Police Department’s operating budget.

On November 5, 2018, the City of Santa Clara went live with the CAD portion of the project, which included all new Mobile Data Computers with stronger wireless infrastructure in police vehicles. The RMS portion of this project was not implemented consecutively. As a result, on November 19, 2019, Council approved Amendment No. 1 to the Master Agreement which, among other things, severed City of Santa Clara Page 1 of 3 Printed on 8/24/2023
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23-848 Agenda Date: 8/29/2023
the RMS project from the scope of the Agreement and provided the City with associated credits towards Maintenance Costs.

The terms of the Master Agreement as Amended detailed the one-time costs and Maintenance Contract highlighted the annual maintenance expenses as follows after the above actions:

Fiscal Year Description Original Cost including
WebRMS
Cost Detailed in
Amendment No. 1
without WebRMS
2017/18 One-time costs $1,046,168 $1,046,168
2018/19 One-time costs through
cutover
$1,046,168 $1,055,076*
2019/20 Annual maintenance $422,172 0**
2020/21 Annual maintenance $438,004 $283,343
2021/22 Annual maintenance $454,430 $293,968
2022/23 Annual maintenance $471,471 $304,992
2023/24 Annual maintenance $489,151 $316,429
TOTAL $4,367,564 $3,299,976
*$8,908 increase due to change order following agreement execution ** Year 1 maintenance services were provided to the City at no cost. In addition, a $273,102 credit was applied in Year 1

DISCUSSION
Hexagon CAD is a suite of industry-leading incident management software that features complete, integrated capabilities for call handling and dispatching, intelligent mapping, field communications, data reporting and analysis, and application integration. CAD enhances the quality and availability of critical information, providing a common operating picture for intelligent response.

The Master Agreement as Amended expires on October 11, 2023. Amendment No. 1 grants the City Year 1 maintenance services at no cost and expires in coordination with the Master Agreement. Due to mutual obligations in the Maintenance Contract, the City and Hexagon would like to amend the Master Agreement and Amendment No. 1 with Amendment No. 2 to synchronize with the Maintenance Contract expiration of November 30, 2024.

The annual maintenance costs are included in the Police Department’s Operating Budget subject to the appropriation of funds and are paid on/around December 1 each year. Year 5 of the existing maintenance agreement will cover December 1, 2023 through November 30, 2024 at a cost of $316,429.

ENVIRONMENTAL REVIEW
This action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

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23-848 Agenda Date: 8/29/2023

FISCAL IMPACT
There is no fiscal impact to this action. Approval of this recommendation simply synchronizes the Master Agreement and Maintenance Contract through November 30, 2024. The services provided in the contract are funded in the General Fund.

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

RECOMMENDATION
Approve and authorize the City Manager to execute Amendment No. 2 to the Master Product and Services Agreement with Hexagon Safety & Infrastructure dated October 12, 2017 to extend the contract term at no additional cost in a final form approved by the City Attorney.

Reviewed by: Pat Nikolai, Chief of Police
Approved by: Jōvan Grogan, City Manager

ATTACHMENTS

1. Amendment No. 1 of the Master Agreement approved by City Council on November 19, 2019 (RTC 19-1253)

2. Amendment No. 2 to the Master Product and Services Agreement City of Santa Clara Page 3 of 3 Printed on 8/24/2023
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
19-1253 Agenda Date: 11/19/2019

REPORT TO CITY COUNCIL

SUBJECT
Action on Amendment No. 1 to the Master Product and Services Agreement with Hexagon Safety & Infrastructure

BACKGROUND
The City of Santa Clara’s Public Safety 9-1-1 Dispatch Center relies on a Computer Aided Dispatch (CAD) system to initiate calls for service, dispatch Police and Fire personnel and maintain the status of responding public safety units. The Police Records Unit relies on a Records Management System (RMS) to file police reports, maintain accurate records of law enforcement documents and submit required data to the Department of Justice. Both critical systems were nearing end-of-life, would no longer be supported by their respective vendors, and, soon, would not meet pending State and Federal hardware, software, network and security requirements.

In June 2016, the City Council approved $3 million in funding for the CAD and RMS Upgrade project as part of the 2016/2017 CIP Budget. In October 2017, after an extensive and rigorous procurement process, Hexagon Safety & Infrastructure (Hexagon) was selected to deliver the software, related service and materials, maintenance agreement, customer service and warranty most appropriately meeting the project deliverables identified by the City of Santa Clara for an integrated CAD and RMS solution.

On November 5, 2018, the City of Santa Clara went live with the CAD portion of the project, which included all new Mobile Data Computers with stronger wireless infrastructure in police vehicles. The Police Department has been very pleased with the implementation of the new CAD system. To date, however, the RMS portion of this project has not been implemented.

This RMS issue was brought before Council in closed session on January 15, 2019, at which time Council directed staff to attempt to negotiate with Hexagon the severance of the RMS portion of the Master Agreement, within certain general parameters.

DISCUSSION
Hexagon has been unable to deliver RMS according to the production schedule. In order to satisfy impending state and federal data collection deadlines, the City must find an alternate RMS solution.

City staff and Hexagon senior executives have met on several occasions and have mutually agreed to amend the original contract to a CAD only purchase. The terms of the amended Agreement include:
· Releasing each party from all obligations and liabilities pertaining to RMS and Field Based Reporting software
· Conclusion of the extended warranty for remaining CAD related subsystems on November 4, City of Santa Clara Page 1 of 3 Printed on 3/10/2020
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19-1253 Agenda Date: 11/19/2019
2019
· Development, implementation and provision of software and services needed by the City for an interface between the remaining subsystems and the new RMS solution procured by the City, at no cost to the City
· Provide at no cost to the City 15 I/Net Viewer licenses for its production environment until such time the City’s chosen replacement RMS solution is live and fully accepted by the City · Hexagon shall be entitled to retain all previous payments in the amount of $1,050,621 for performance related with CAD, Mobile for Public Safety and Mobile Responder software delivered to date
· Relieve the City of paying Hexagon $632,154 for milestones related with RMS · Remotely access the City’s network within ten (10) days following execution of this Amendment to delete such software, documentation and related materials · Hexagon shall provide the City with a credit in the amount of $273,102 towards Year 1 recurring costs (maintenance expenses related to the CAD system), such that Year 1 maintenance services are provided to the City at no cost The terms of the proposed Amendment, outlined above, fall within the general parameters of Council direction to staff.

FISCAL IMPACT
The City Council approved $3 million in the FY 2016/17 Capital Improvement Program Budget for the CAD/RMS Upgrade project. Through the writing of this report, a balance of $1,393,944 remains in the CAD/RMS CIP project budget. Of this amount, $154,011 is committed to pay for the City’s consultant’s work on this project. The total amount expended for the new RMS shall not exceed the remaining project balance to fund the one-time costs.

Annual maintenance costs will be included in the Operating Budget subject to the appropriation of funds.

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

City of Santa Clara Page 2 of 3 Printed on 3/10/2020
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19-1253 Agenda Date: 11/19/2019

RECOMMENDATION
Approve and authorize the City Manager to execute Amendment Number 1 to the Master Product and Services Agreement with Hexagon Safety & Infrastructure dated October 12, 2017.

Reviewed by: Daniel Winter, Assistant Chief of Police
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Amendment #1 to Master Product and Services Agreement, dated October 12, 2017 City of Santa Clara Page 3 of 3 Printed on 3/10/2020
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AMENDMENT NUMBER 1 TO

MASTER PRODUCT AND SERVICES AGREEMENT
DATED OCTOBER 12, 2017
This Amendment Number 1 (“Amendment”) to Order 1 (“Order 1”) and Order 2 (“Order 2” and collectively with Order 1, the “Orders”) under that certain Master Agreement (the “Agreement”) dated October 12, 2017 by and between Intergraph Corporation doing business as Hexagon Safety & Infrastructure, (“Hexagon”) and the City of Santa Clara, California (the “City”), is effective as of the date this Amendment is executed by both parties (the “Effective Date”) and modifies the Orders and Agreement as follows:

RECITALS
NOW WHEREAS, Hexagon and the City entered into to the Agreement and the Orders to implement, license, and maintain the following subsystems and their related interfaces: Computer Aided Dispatch (“CAD”), Mobile for Public Safety (“MPS”), Mobile Responder (“MR”), in PURSUIT WebRMS (“WebRMS”), inPURSUIT WebRMS FBR (“FBR”)(collectively the “Solution”);
WHEREAS, Hexagon and the City have each performed some, but not all, of their respective obligations under Order 1, and Order 2 has not yet commenced; WHEREAS, the City has informed Hexagon it desires to discontinue the implementation of WebRMS and FBR;
WHEREAS, CAD, MPS, and MR (“Remaining Subsystems”) have cutover to live production use and been accepted by the City, and Hexagon acknowledges and agrees that it has been paid in full by City for the work it has done to date on the Remaining Subsystems under Order 1;
WHEREAS, it is the express mutual intent of the Parties through this Amendment to the Agreement and Orders to separate to the fullest extent possible the Parties respective contractual rights and responsibilities pertaining to WebRMS and FBR from the Remaining Subsystems, such that the Parties discontinue implementation of WebRMS and FBR Hexagon acknowledges and agrees to discontinue implementation of WebRMS and FBR in consideration for the mutual promises contained herein; WHEREAS, the parties desire to modify the Agreement and Orders pursuant to Section 2.3 of the Agreement, reflecting: the removal of the parties’ remaining obligations to complete implementation of WebRMS and FBR; the updated project schedule for the removal of WebRMS and FBR from City hardware; and the remaining payment obligations and future maintenance pricing for the Remaining Subsystems; and WHEREAS, the parties seek to amicably address and resolve all disputes pertaining to WebRMS and FBR.

Page 2 of 6 ends

TERMS AND CONDITIONS
NOW THEREFORE, in consideration of the foregoing Recitals which are fully incorporated herein, and the mutual promises and agreements set forth below, the receipt and sufficiency of which consideration is hereby acknowledged, Hexagon and the City hereby agree as follows:

1. WebRMS/FBR Discontinuance. As part of this Amendment and in accordance with its terms, each party is released from any and all obligations and liabilities pertaining to WebRMS and FBR. Without limiting the foregoing and for purposes of clarity:
a. Any and all references in the Agreement to inclusion of WebRMS and FBR in its terms shall be deleted;
b. Any and all dependencies and conditions pertaining to WebRMS and FBR set forth in Order 1 and Exhibits and Attachments thereto are deleted; c. Any and all requirements related to delivery or implementation of WebRMS or FBR set forth in Order 1 are deleted;
d. Any and all requirements to develop, implement, or maintain interfaces to or from WebRMS or FBR (“WebRMS Interfaces”) are deleted;
e. Any and all requirements under Order 2 to maintain and/or support WebRMS and components of the WebRMS Subsystem as listed in Table 3 of Exhibit B of Order 1 (“WebRMS Software”), FBR related software as listed in Table 4 of Exhibit B of Order 1 (“FBR Software”), and WebRMS Interfaces as listed in Table 5 of Exhibit B of Order 1 are deleted;
f. Any and all requirements contained within the Agreement and Orders (including Exhibits and Attachments) applicable to the City or its staff related to WebRMS and FBR, including but not limited to customer responsibilities and payments, are deleted; and
g. In addition to the specific deletions set forth above, all remaining terms of the Agreement and Orders (including Exhibits and Attachments) shall be read to effectuate the intent of the parties in this Amendment, as set forth in the Recitals above.

2. Remaining Tasks in Order 1. With the removal of WebRMS and FBR from the Solution, the Parties acknowledge that Order 1 shall be fully performed and complete upon the completion of the following tasks and events:
a. Conclusion of the Extended Warranty for Remaining Subsystems on November 4, 2019;
b. Creation and execution of an Order for the development, implementation, and provision of software and services needed by the City for an interface between the Remaining Subsystems and the new records management system solution procured by the City, at no cost to City. The City would be responsible for paying for maintenance for the new interface from its eventual RMS vendor and contracting with its RMS vendor for any software and services the RMS vendor may need to provide for such integration on its side.

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Subject to the formation of a reasonable non-disclosure agreement between Hexagon and the City’s RMS vendor and the conditions above, Hexagon agrees to work cooperatively with the City and the third-party vendor’s team to develop Hexagon’s portion of an interface between I/CAD and the City’s eventual records management system. Also subject to the non-disclosure agreement, Hexagon will provide to the new RMS vendor the information necessary for the new RMS vendor to complete its portion of the interface. This shall be at no cost to the City.

Hexagon agrees to continue providing at no cost to City fifteen (15) I/NetViewer licenses (“I/NetViewer Licenses”) for its production environment to the City until such time as the City’s chosen replacement RMS solution has cutover to live production use and is fully accepted by City. Those licenses are provided on a term basis and subject to the End User License Agreement set forth in Exhibit B of the Agreement. The City acknowledges the I/NetViewer Licenses are presently set to expire on December 31, 2019. To the extent the City’s new RMS system has not cutover by November 30, 2019, the City shall request from Hexagon in writing for Hexagon to extend the term of the I/NetViewer Licenses by one (1) additional year. Hexagon shall extend the term of the I/NetViewer Licenses upon receipt of the request for an additional one (1) year.

On an annual basis in the same manner as described above, the City may request Hexagon extend the term for successive years (on an annual basis) for the I/NetViewer Licenses. Hexagon shall extend the City license to the I/NetViewer Licenses upon receipt of such request.

3. Past Payments. Hexagon shall be entitled to retain all amounts previously paid by the City under Order 1 in consideration for performance related to CAD, MPS, and MR software delivered to date. The Parties agree that the City bears no further responsibility for any payments to Hexagon under Order 1, and Hexagon unequivocally waives all rights thereto.

4. Updated Order 1 Payment Milestone Schedule. Reflecting the removal of WebRMS and FBR, Exhibit C of Order 1 is modified such that payments due upon completion of the Tasks identified below are deleted in their entirety:
a. Upon Completion of Factory Acceptance Testing (FAT) and Providing FAT Report for WebRMS ($104,616.73)
b. Upon Completion of SAT 1 Testing and Providing SAT 1 Report for WebRMS ($104,616.73)
c. Upon Cutover of WebRMS Subsystem ($104,616.73)
d. Upon Completion of Reliability Period for WebRMS Subsystem ($313,850.18)
e. Change Order #2 to Order #1: Upon Completion of SAT2 Task ($4,454.26) For purposes of clarity, the City is relieved of its obligation to pay Hexagon $632,153.62 associated with the Order 1 Payment Milestones listed above. Updates to Order 2 are set forth in paragraph 6 below.

5. Deletion of WebRMS and FBR Software. As part of the removal of the

Page 4 of 6 ends

WebRMS and FBR from the Solution, the City shall permit Hexagon within ten (10) business days following execution of this Amendment to remotely enter the City’s network and hardware and delete such software, documentation, and related materials. The City also relinquishes any and all rights, including, but not limited to license rights, it had in and to the WebRMS Software, the FBR Software, the WebRMS Interfaces, and documentation or other intellectual property created by Hexagon regarding WebRMS and FBR. Hexagon will work with the City to:
• Remove any WebRMS/FBR applications from City hardware • Remove any WebRMS/FBR related configurations, software, integrations and services. • Ensure iCAD is not affected by the removal of the above. • Provide a list of Hexagon employees to be removed from the City’s environment.

6. Maintenance Payments and Credits to the City. Reflecting the removal of WebRMS Software, FBR Software, and WebRMS Interfaces the pricing for Order 2 is revised as follows in the updated Form R set forth below. The price in Updated Form R reflects maintenance services for the Software listed in the updated tables from Form N attached hereto as Schedule 1.:

UPDATED FORM R
As reflected above, Hexagon shall provide City with a credit in the amount of $273,102 towards Year 1 Recurring Costs (including Options) such that Year 1 maintenance services are provided at no cost to City. This credit is limited to the amount above and would not be increased in the event the City purchases additional software from Hexagon or which it desires maintenance during Year 1. Subject to the terms of the Agreement, as modified in this Amendment, Hexagon shall provide maintenance services to the City in accordance with Order

2. Recurring Cost Recurring Cost Recurring Cost Recurring Cost Recurring Cost Year 1 Year 2 Year 3 Year 4 Year 5
Hardware Maintenance N/A N/A N/A N/A N/A
System Software Maintenance N/A N/A N/A N/A N/A
Application Software
Maintenance (excluding taxes) 272577 282792 293389 304384 315791 Other Recurring Costs (Escrow)
(excluding taxes) 525 551 579 608 638
Total Annual Recurring Costs
(excluding taxes) 273102 283343 293968 304992 316429
Optional Recurring Costs
(excluding taxes) 0 0 0 0 0
Subtotal Optional Recurring Costs
(excluding taxes) 0 0 0 0 0
Amendment 1 Credit -273102
Total Annual Recurring Costs
(Including Options) 0 283343 293968 304992 316429
+
+

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7. Non-Disparagement. As it relates to the Agreement, including Order 1 and Order 2, each party shall refrain from purposely issuing any press release, making any public statement, or making any statement directly, or through an intermediary, that is likely to become public, to the extent such press release or statement relates to the other party and is untrue or derogatory; provided however, the foregoing prohibition shall not prohibit the other party from defending itself against any public statements that would otherwise violate this clause. The parties also acknowledge and affirm that notwithstanding any previous communications to the contrary, WebRMS and FBR implementation and maintenance services are being removed for the mutual convenience of the parties. Nothing herein shall prevent the City from taking any action required by law (in particular, as requires by the California Public Records Act) or presenting this Amendment in a public meeting for approval, and providing the necessary information to the public and elected officials.

8. Entire Agreement. This Amendment constitutes the entire agreement of the parties with respect to the subject matter hereof. This Amendment shall not be amended or modified, except by a writing executed by Hexagon and the City. Notwithstanding the foregoing, the Updated Project Schedule may be updated from time to time by mutual consent of both parties in the manner prescribed in the Order.

9. Independent Review. Hexagon and the City acknowledge and agree neither has relied upon a representation or statement made by the other party in determining to enter into this Amendment. Each party represents and warrants that the party has independently determined, in consultation with counsel, that the dispute resolution represented by this Amendment is in the best interest of the party.

10. Authority.
a. The individual executing this Amendment on behalf of a Hexagon individually represents and warrants that said individual is duly authorized to execute this Amendment on behalf of Hexagon.
b. The individual executing this Amendment on behalf of the City represents and warrants that said individuals are duly authorized to execute this Amendment and bind the City.

11. Miscellaneous.
a. In the event of any inconsistency between the terms of this Amendment and the Orders, the terms of this Amendment shall govern and control. b. Hexagon and the City each ratify and confirm the terms, conditions, obligations and undertakings set forth in the Orders and Agreement, and except as modified hereby, all other terms and conditions of the Order and Agreement shall remain in full force and legal effect.
c. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original and all of which when taken together, shall constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories hereto.

APPROVED AS TO FORM:

BRIAN DOYLE
City Attorney
"CITY"
Dated: ---------
DEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
INTERGRAPH CORPORATION d/b/a HEXAGON SAFETY & INFRASTRUCTURE Dated:

By:

Name:

Title:

Local Address: 305 Intergraph Way, Madison, Alabama 35758 "HEXAGON"

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1 AMENDMENT NUMBER 2 TO THE MASTER PRODUCT AND
SERVICES AGREEMENT DATED OCTOBER 12, 2017
This amendment ("Amendment") modifies the Master Product and Services Agreement between the City of Santa Clara ("City") and Intergraph Corporation through its Hexagon Safety, Infrastructure & Geospatial Division (“Hexagon”), dated October 12, 2017 (the "Master Agreement").

WHEREAS, Hexagon and the City previously executed the Master Agreement with expiration date October 11, 2023;
WHEREAS, Hexagon and the City executed Amendment Number 1 to the Master Agreement on December 2, 2019, which, among other things, modified Orders 1 and 2 under the Master Agreement (“Master Agreement as Amended”);
WHEREAS, Order Number 2 provided for Maintenance Services for five years following the conclusion of the Subsystem Extended Warranty Period and is set to end on November 30, 2024;
WHEREAS, the Parties desire to amend the Master Agreement as Amended in order to synchronize the expiration of the Master Agreement as Amended with the conclusion of Order Number 2;
NOW THEREFORE, in consideration of the mutual promises hereof, and the mutual obligations in the Master Agreement as Amended and as further amended herein, the City and Hexagon agree to the following:

1. Section 5.1 is deleted and replaced with the following:

The Term of this Agreement shall begin on the Effective Date and remain in effect until November 30, 2024, or until the Agreement is earlier terminated pursuant to a section below.

2. The City and Hexagon each ratify and confirm the terms, conditions, obligations and undertakings set forth in the Master Agreement as Amended, and except as modified hereby, all other terms and conditions of the Master Agreement as Amended shall remain in full force and legal effect.
[The remainder of this page is left intentionally blank.]

2 In Witness Whereof, the Parties have entered into the Agreement as of the date stated herein:

City of Santa Clara

Authorized Signature

Printed Name
City Manager
Title

Date
Intergraph Corporation

Authorized Signature
Tiffany Taylor
Printed Name
Americas Finance Director
Title

Date
Approved as to Form:

City Attorney

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-116 Agenda Date: 8/29/2023

REPORT TO COUNCIL

SUBJECT
Action Authorizing the City Manager to Execute Amendment No. 2 to the Agreement with Nalco Company LLC for Water Treatment Services for Silicon Valley Power at Power Plants and to Extend the Term Through December 31, 2023, With No Change to the Maximum Compensation

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara, Silicon Valley Power (SVP), administers a comprehensive water treatment program at the Donald Von Raesfeld (DVR) and Cogeneration #1 (Cogen) power plants to comply with safety and environmental requirements, maximize plant reliability and availability, and extend the life of the assets by preventing corrosion.

SVP utilizes a third-party service provider to perform water quality tests, chemical delivery, inventory management, and onsite/offsite laboratory analysis services in support of its water treatment program. The contract with the current service provider, Nalco Company LLC (Nalco), was entered in 2018. In August 2021, the City Council approved Amendment No. 1 to extend the term by two years and increase the compensation by $470,215 for a revised not-to-exceed amount of $900,000.

The agreement with Nalco is set to expire on August 31, 2023. The purpose of this report is to request City Council approval to extend the term of the agreement through December 31, 2023, with no change to the maximum compensation.

DISCUSSION
In May 2023, staff issued a Request for Proposals (RFP) soliciting proposals from qualified vendors to provide water treatment services. The evaluation committee is currently in the final vendor selection process and requires additional time to complete the RFP process. As such, staff is requesting approval to execute Amendment No. 2 to the agreement to extend the term to December 31, 2023.

The rates for the extended term will remain unchanged. Furthermore, the agreement has sufficient funds for the services through December 2023, so no additional compensation is being requested.

Approval of this recommendation will allow staff time to complete the RFP process and avoid interruption in the services that are critical to SVP’s operations. Staff will return to the City Council for approval of the new agreement with the selected vendor in the November/December 2023 timeframe.

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23-116 Agenda Date: 8/29/2023

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

FISCAL IMPACT
There is sufficient authorized funding in the existing agreement for the extended term. Sufficient funds are available in the FY 2023/24 Adopted Biennial Operating Budget in the Generation and Pumping Expense allocation for the asset requiring products or services.

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 2 to the Agreement for the Performance of Services with Nalco Company, LLC for water treatment services for Silicon Valley Power at power plants and to extend the term through December 31, 2023, with no change to the maximum compensation of $900,000; and

2. Authorize the City Manager to make minor changes to the attached proposed amendment subject to review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Original Agreement with Nalco Company, LLC DVR

2. Original Agreement with Nalco Company, LLC Cogen

3. Amendment No. 1 with Nalco Company, LLC

4. Proposed Amendment No. 2 with Nalco Company, LLC
City of Santa Clara Page 2 of 2 Printed on 8/24/2023
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18-1079

REPORT TO COUNCIL

SUBJECT
ty of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 8/28/2018
Action on an Agreement for the Performance of Services with Nalco Company, LLC to Provide Water Treatment Services at the Donald Von Raesfeld (DVR) Power Plant

BACKGROUND
In order to maximize the asset life of the Donald Von Raesfeld (DVR) Power Plant and associated equipment, it is necessary to have in place a proper water treatment chemical program. This treatment program is specialized and specific to the machinery, operating profile, and regulatory requirements at the DVR Power Plant.

DISCUSSION
In November 2017, Silicon Valley Power (SVP) prepared an RFP which included posting on the City website and the solicitation of three industry known service providers. SVP received three qualified proposals. Staff reviewed each proposal to determine overall best value including cost and experience with similar facilities reducing the risk of equipment damage and higher maintenance costs due to corrosion and scale build-up. Nalco was selected as the provider based on the criteria, value, and expertise.

Staff proposes to enter into a three (3) year agreement with Nalco Company, LLC to provide chemicals, services, and a quality water treatment program that is economical and effective. Without a proper chemical program to protect the equipment from scaling and pitting, the life of the equipment would be reduced. ·

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 total cost of this Agreement for the Performance of Services with Nalco Company, LLC shall not exceed $143,261 for the first year, for a total not-to-exceed amount of $429,785 over a three (3) year term. Sufficient funds are available in the Electric Department Operating Generation Pumping Expense account.

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

City of Santa Clara Page 1 of2 Printed on 8/20/2018
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18-1079 Agenda Date: 8/28/2018

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

RECOMMENDATION
Approve an Agreement for the Performance of Services with Nalco Company, LLC to provide water treatment services in an amount not-to-exceed $429,785 over a three (3) year period.

Reviewed by: John C. Roukema, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Agreement for the Performance of Services with Nalco Company, LLC City of Santa Clara Page 2 of 2 Printed on 8/20/2018
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EBIX lnsurance No. S200001195

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NALCO COMPANY LLC

PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Nalco Company LLC, a Delaware limited liability company, with its principal place of business located at 1601 W. Diehl Road, Naperville, Illinois 60563 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the ''Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

City hereby employs Contractor to perform services set forth in this Agreement. To accomplish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which are consistent with the terms of this Agreement.

2. SERVICES TO BE PROVIDED.

Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise ( collectively referred to as "Services") to satisfactorily complete the work required by City at his/her own risk and expense. Services to be provided to City are Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17

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more fully described in Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.

3. COMMENCEMENT AND COMPLETION OF SERVICES.

A. Contractor shall begin providing the services under the requirements of this Agreement upon receipt of written Notice to Proceed from City. Such notice shall be deemed to have occurred three (3) calendar days after it has been deposited in the regular United States mail. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties.

B. When City determines that Contractor has satisfactorily completed the Services, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement.

Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen (14) days of its receipt of such request.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSHIP.

Contractor represents and maintains that it has the necessary expertise in the professional calling necessary to perform services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

The plans, designs, specifications, estimates, calculations, reports and other documents · furnished under Exhibit A shall be of a quality acceptable to City. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate three (3) years from the Effective Date.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether fmancial operations are conducted in accord with applicable City, county, state, and federal requirements. If Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17

Page 2 of 10 ends

any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. WARRANTY.

Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose expressed in this Agreement, shall be free from defect for twelve (12) months following delivery, and shall conform to the specifications, requirements, and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City. Contractor's liability under this warranty is limited to replacement of nonconforming product, repair, or replacement of defective items, or, a refund of or invoice credit for the product price. The water treatment program does not cover, and Contractor makes no warranties with respect to, water system biohazards from waterborne pathogens, including but not limited to Legionella bacteria. Contractor shall not be liable for any failure caused by the City's failure to follow Contractor's written instructions. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR AP ARTICULAR PURPOSE.

Notwithstanding anything to the contrary contained herein or otherwise, in no event shall either party be liable for any special, consequential or indirect damages.

8. PERFORMANCE OF SERVICES.

Contractor shall perform all requested services in an efficient and expeditious manner and shall work closely with and be guided by City. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in a safe manner and in accordance with all federal, state and local operation and safety regulations.

9. BUSINESS TAX LICENSE REQUIRED.

Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.

10. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of Agreement for the Perfonnance of Services/Nalco Company LLC Rev. 06/22/17
Page3 of 10
action arising out of ilie performance of this Agreement and Contractor shall be and remain liable to City in accordance wiili applicable law for all damages to City caused by Contractor negligent performance of any of ilie Services furnished under iliis Agreement.

Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and oilier material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance wiili customary standards of good professional practice in compliance wiili applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

11. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor at ilie rate per hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monilily basis for Services provided by Contractor during ilie preceding monili, subject to verification by City. City will pay Contractor wiiliin iliirty (30) days of City's receipt of invoice.

12. TERMJNATION OF AGREEMENT.

Eiilier Party may terminate this Agreement wiiliout cause by giving ilie oilier Party written notice ("Notice of Termination") which clearly expresses iliat Party's intent to terminate ilie Agreement. Notice of Termination shall become effective no less ilian thirty (30) calendar days after a Party receives such notice. After eiilier Party terminates ilie Agreement, Contractor shall discontinue further services as of ilie effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.

City and Contractor bind iliemselves, ilieir successors and assigns to all covenants of iliis Agreement. This Agreement shall not be assigned or transferred wiiliout ilie prior written approval of City. Contractor shall not hire subcontractors wiiliout express written permission from City.

14. NO THIRD PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for ilie benefit of any iliird party or parties and no iliird party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

15. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted wiili Contractor to furnish labor and/ or materials under iliis Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17
Page4 oflO
employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold harmless the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.

17. CONFIDENTIALITYOFMATERIAL.

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

18. USE OF CITY NAME OR EMBLEM.

Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

19. OWNERSHIP OF MATERIAL.

All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof.

City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Contractor shall not transfer any ownership of rights in Contractor's intellectual property. Only ownership of work product created by Contractor exclusively for the City will transfer to the City for use at the site.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.

City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17
Pages oflO
connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance witli generally accepted accounting principles to establish tlie correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all reports concerning its performance under tliis Agreement tliat may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to tlie State and oilier agencies witli respect to Contractor's Services hereunder. Notwithstanding anytliing to the contrary contained herein or otlierwise, in no event shall tlie City or its designated representative have tlie right to audit, inspect or duplicate any of Contractor's confidential or proprietary information tliat is not directly related to tliis Agreement. ·21. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate or defective Services at no further costs to City, when such defects are due to the negligence, errors or omissions of Contractor.

22. FAIREMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of state or federal law.

23. HOLD HARMLESS/INDEMNIFICATION.

To tlie extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any tliird party claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any.claim arising tlierefrom, for personal injury, including deatli, or physical property damage and for which City shall become liable to tlie extent caused by Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to tlie Services performed by Contractor pursuant to tliis Agreement.

24. INSURANCE REQUIREMENTS.

During tlie term of tliis Agreement, and for any time period set forth jn Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies witli respect to employees and vehicles assigned to tlie Performance of Services under tliis Agreement witli coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only witli tlie written consent of botli Parties.

Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17
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26. INTEGRATE)) DOCUMENT.

This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.

27. SEVERABILITY CLAUSE.

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

28. WAIVER.

Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

29. NOTICES.

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

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 261-2717
And to Contractor addressed as follows:

Nalco, Company, LLC
1601 W. Diehl Road
Naperville, Illinois 60563
or by facsimile at (630) _305-2906
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after I :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17

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31. LAW GOVERNING CONTRACT AND VENUE.

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

32. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request ofone Party after the service of that request on the other Party.

B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contracts Code.

33. COMPLIANCE WITH ETIDCAL STANDARDS.

Contractor shall:

A. ReadExhibitD, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."

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

Agi,eement for the Performance of Services/Nalco Company LLC Rev. 06/22/17

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35. CONFLICT OF INTERESTS.

This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

36. PROGRESS SCHEDULE.
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The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable.
(Continued on Page 10 of 10)
Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17
Page9ofl0
Jun.4.2018 11:24AM city of santa clara No. 0300
This Agreement may be executed in counterpllrtll, each of which Bhall be deemed to be an original, but both of which shall constitute one and the some inBtrument; and, lhe Parties agree that sigm,tures on this Agreement, lncluding those transmitted by facsimile, shall be sufficient to bind the Parties.

The Parties acknowledge and accept the terma and conditions of this Agreement as evidenced by the following signatures of their duly. authorized representatives. The Effective Date is the date !bat the final signatQIY executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Efl'ecfrve Onte.

APPROVED AS TO FORM:

CT1Y OF SANTA CLARA, CALIFORNIA
a chartered California municipel coiporation
~~ ~~
~,~
City Attorney
Date:

By:

Title:

AddreH:

Telephone;
Fax:
,.--nEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Sllllla Clara, CA 95050
Telephone: ( 408) 615-2210
Fax: (408) 241-6771

NALCO COMPANY LLC
a Delaware limited liability COJJl!lany

MARKKINERX
~ ~
Assistant Vice President - Sales
1601 w. Diehl Road
Naperville, n.. 60563
630-305-1000
630-305-2906
"CONTRACTOR"
Agreement far the POlfonnm,ce of SM/ic,i,/Na!m Company LLC lrev. 06/22/17
Page lOof 10
P. 1

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NALCO COMPANY LLC

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described as Specialty Chemical Prodncts and Services for the water treatment systems at the Donald Von Raesfeld Power Plant.

On-Going Service Responsibilities
• Develop and Manage Operator Logsheets and Electronic Database for Wet Chemistry Data Management.
• Develop and Maintain a Program Administration Manual and Test Procedures Manual • Help DVR Operators to setup and maintain an on-site Water Testing Lab.

Emergency Response to Plant Problems and Questions 24 hrs/day, 7 days per week.
• Annual Operator Training to cover Water Treatment Philosophy, Best Practices, Chemical Safety, and Troubleshooting.
• Equipment inspections during plant maintenance outages. • Annual Business Reviews.

Bi-Weekly Service Visits
• Review chemistry trends from PI system.
• Inventory treatment chemicals.
• Attend Operations meetings as needed.
• Help Operations to find and implement cost saving projects. • Document findings and recommendations in a written service report to be distributed via email. Reports will be issued within 48 hours of the visit.

Agreement with Nalco Company LLC/Scope of Services/Exhibit A Rev. 06/22/17
Page I of2
Offsite Analytical Services
Nalco will be providing the following testing services at no additional charge for the duration of the contract.
• Quarterly Legionella Testing for Cooling Tower.
• A complete Cation, Anion Mineral Analysis of the Reclaimed Water at least twice per year.
• Mineral Analysis, Particle Analysis and/or Bacteria Analysis for On-going Troubleshooting.
• Deposit Analysis from Boiler and/or Cooling Tower deposits removed during inspections.

Agreement with Nalco Company LLC/Scope of Services/Exhibit A Rev. 06/22/17

Page 2 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NALCO COMPANY LLC

EXHIBITB

FEE SCHEDJJT,E
In no event shall the amount billed to City by Contractor for services under tbis Agreement exceed four hundred twenty-nine thousand seven hundred eighty-five dollars and forty five cents ($429,785.45), subject to budget appropriations.

Transportation and Energy fees estimated at $1,000.00 per year.

Pricing will not exceed 5% per year if necessary for years two (2) and three (3).

In addition to any periodic price adjustment provided for in this Agreement, Nalco Water may increase the prices for tbe Products or Services if, at any time during the term of this Agreement, an Extraordinary Inflationary Disruption occurs. Extraordinary Inflationary Disruption is defined as an increase in raw materials, freight, labor, or energy costs beyond the control of Nalco of at least seven (7%) percent and sustained over a tbree month period. In case of such an Extraordinary Inflationary Disruption, Nalco Water may increase the price of the Products up to the full amount oftbe increase in its costs (raw materials, freight, labor or energy) by giving Customer at least thirty (30) days written notice. The baseline for determining such increase shall be on an individual product basis. If Nalco Water's costs decline back to a baseline level, Nalco Water is allowed to maintain product prices at the elevated level for the same period of time Nalco Water previously maintained pricing prior to tbe hardship price increase.

Nalco Company LLC has determined that its Water Chemical Applications, pricing and products are considered confidential information which are pages 2 and 3 attached to Exhibit B.

Agreement with Nalco Company LLC Fee Schedule/Exhibit B Rev. 06/22117
Page I of 3

AGREEMENT FOR THE PERFORMACE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NALCO COMP ANY LLC

EXHIBITB

FEE SCHEDULE
Pages 2 and 3 of the Fee Schedule are considered Confidential.

Agreement with Nalco Company LLC Fee Schedule/Exhibit B Rev. 06/22117
Thi~Page Contains Confidential Information (Not for :Public Distribution) Attachment A. Silicon Valley Power DVR Plant Nalco Water Chemical Applications Quantity per Estimaml
Appncation Bas.i~ for catculatlng Anr,ual Nalco Product hi;etnnk/Chem Retllmmanded Operator Testing Gallons Numl>l!,rof !:stimated Tctal PciiM Application ~cription Qu,mtltv Name Stllrarc: S'W! Dellv,:iy Method ¾Aaiw- Dosage {ppm) Method. Unit Price Contilin11Tor lbs/yr Per Year COlltlllners.pei- CostparYaar Dollvory ,R, --,-,_; -~.--;·:,··;.,.-,,. ~·.:r .. :."'''•-~ lfili;i;-:;-;,.1111,:: ,a-:a -- ~-~z_l)lf. ~-,._·,-c.r;,."v--;,~~ "''.}°'<-.; ,, 'I>.,(- -~,>'l 'IM...;'\'r ~'" ~.i HP
HRSG1&l
Drum Corrosion !nhlbitor Annual Ave BO rate of 1111:nm BT-3000 Bilsetiank.

SUMJler
Provided by Mini-bulk
to Buatank
Transl'er -- "' 0.4n~m Ortho Pho1nhate ' '·" 55=11ons "' ' "' ' 430.55 -. ,-.;-• :,...,- , .. " ~'-"'":.i''.il' ,, ;,~ ~~ llil!rffiii'ltaBM "" ~,1?'.@lllmf --·stc·;"''~ ¥;,;j;, ._.4i f',V,",iltl<~-"Q ....... ..,, . ..Ml -- c11a••=-t~~t; Bamank Provided by Mini-bulk Transfer COolln11.Tower Mineral Ols;,ernnt Annu;I Ave BD rate of 9l tom 30T120 SuMller ta B~setank ""' 2S ngm No~ Active PolvmGr S 2.06 200 ""'lioru 20917 1054 S.3 $ a3,---.1s Basetank Provided by Mini-bulk Tran5fer
Ccrrosion tnh·,bltcr Annual Ave SD rate of91 'l"m 3DT179 Su=ller to Baset=nk ,~ 20""m To""I Phos11hate s 2.19 2DO<n.!/0ns 15'34 ,~ "s 36,646.7:a Antifcmm Annual Ave BO rate or 91,:cm 7lOSPlus SS•mllon Orum Oren Off oenve~ "" A, ne6d11d Vl,ual • S~b'ectnle ' '·" S5 H\fons '" 55 co ' l,968,21 Dosecl Twlca ~r'l'ear During
Slo•D'isoersan1 Tower CINnlnR "'" ~--lion Pall Oroc Off Dellverv ,,. 2.SDerdDn "' ' '·" s-non~ ' ' co ' 39'!.24 ~ !•C ,, ;,., .,, ·""'~ ~..t - --....i:•:'.'["l;~ ·l!,•t.~t,'",'-",_, _. ;·.·,-,,·:-..,.;< c":;,•."<"~ ,'f","?11 .:t-,·;;-:., ~'-~-""' t,/1,;~i-._sibl 1,&..,'iJl,.'.,;:;~~'<"!]I ~~k Prcivtdod by Mini-bulk ll'!lnsi<ii'r
Ultmfilter 1'Jlwr Aid Annual /we. l'low Rate 190 ~om 8131 Su co lier tll Bowitank "" so= ROFndSDt ' ,., 200 oallons 13975 "' ,, ' 192B6,0l

2.S gallons p!ii'r
I.Clw i:iH Cleaoer i orfline Cleanin~s per vear '"' S•=llon Pall DronOffOeliY= '"' cl9n/nd batch " s '·" S ~anons "' ' cos 4Sl,00 ·\· ',' ,,-,_; • C ,_;·111.-,1_·.~•-~l "~,I~ -~'·""'41'-::~.o- ll:'f~ .- ,! 'fl,•'" #rATi-:::il ;a,y,,""'-w•_,-.• :,'"'lu: fW\:Yi_L_" :,._ ,- . •'' ',!'"· ,,.,,1-...;,,,,1 •:;,;itHI ~~:, e;~·~'A"tl 8"....,.,_::.,.:r-'~' ~eta;nk Prnvided by Mlni•buik Transfer

11.0,;"stem Min!!"'I OisDel':Sant Annual A\IG FIDW /llt(! 170 ~Dm PC-191T S,,Ml[(!r to Ba!C!tnftk , .. '""• NalcoTll.ASA.RTut s '-'' 200 aallon~ 625Z "' us ll,628,98 No Test Available, Use
RO Membrane
Bilsetank Prwlded by Mini•bulkTransl'er 80 ppmior3 l'oullni t0 dete1T111ne Non-0,dd!zinr.Biocide Annual Ave Flaw /late 170 ~"m PC·ll SuMlllr to Basetsnk '"' Hours/weqk success s ... SSulloos "" 102 >O s 9 664.26 2 Offiine. Ch:11olngs per'/ilar:ln lS gallcru per
I-fir.~ oH Cleaner ?ass ''"'' . !Ion Pail Cron Off Oeltverv "" cleanin~ootch " s '-61 5 eallcns '" 30 4,0 S l 933.16 l Offiine Clnolnlil per year lS gallons per
I.ow pH Cleaner second Pus PC·77 S-""!llln Pall Ori,p Off Delivery '" cleanrn~ botch '"" ' 2.B6 5 f!Dli<:ln~ '10 " " ' 887.39 Total Annual Expetted Chemical Cost $ 126,380
Total Annual Axed Service Fee ($750/month) $ 9,000
Total Cost of Nalco Portafeed Basetank Installation $
Total Annual Cost of 3DTRASAR Cooling WaterAutomation Equipment $ Offsite Analytical Testing (Legionella, Mineral Analysis, Particle Analysis) .1 Total Annual Cost $ 135,380
Information listed in the chart above contains Confidential Information Regarding Nalco's Products. It is not for Public Distribution.

Nalco Water an Ecolab Company 1601 W. Diehl Rd. Naperville, IL 60563 Exhibit B

Page 2 ends

www..nalco.com
Annual Price Adjustment Formula
To ~nsure chemical costs at DVR are contro11ed and Nalco. is fairly compensated during the remainder of the contract pe1iod, we propose the API index detailed below to determine pricing going forward. Th.is price odj ustment will b~ evaluated annually and become effective on the anniversary of the contact inception. The basis of this formula is that we will only request a price increase if om· own internal cosls have increased over time.

Alliance PtiCe Index (API}. Nalco _developed tltis index for use in longer-term agreements as a standardized method of adjusting chemical pricing. This API is a blend ofnalionally published pricing indices that reflects Nalco's co.St of manufacturing and servicing our chemical products.

Chemical fees will be adjusted ai;inuaUy ba::.ed on economic and industrial price statistics obtained from the Bureauu of Labor St~tistics l!Sing the "Index P1ice Adjustment Fonnu1a" below. Nalco wiII proved thirly (30) days written notice of such adjustment. Pricing adjustme11ts wi11 on1y apply to future pu1:chase orders, and irnj)Jementing any pricing adjustment.

The CmTent Index Value of each index is the average value of the index for the most recent 12 months (for which data is published) preceding each price adjustment date.

Prices wi~I be adjusted using the blend of 5 published indices below; • Sales Engineer Median Hourly Salary (SOC419031)
• PPi Industrial Chemicals & Allied Products (WPU061)
• Surface Active Agents (WPU067905)
• Alkalies and Chlorine (WPU06!303)
• Chemical Manufacturing (PCU325)
The website to access the indices is http://data.bls.gov/cgi-bin/srgale. Any changes to the data source or indices shull be agree upon by both part_ies.
%P1ice Adjustment= (40% x %Change in Service) + (60% x %Change in Prnduct) Where %Service Change and %Product Change are defined as:
%Change in Service= %Ch,mge in Sales Engineer Median Houdy Salary (SOC 419031) %Change in Product= Sum of ...
• 12% x % Change in Chemical & Allied Industrial Chemicals (WPU06!) • 9% x % Change in Surface Active Agents (WPU067905)
• 6% x % Change in Alkalies and Chlmine (WPU061303)
• 33% x % Clmnge in Chemical Manufactming (PCU325)
Price chrmge.c;; will be implemented on the anniversary of each year of the contract. The baseline period will be Sept 2016 thrn Aug 2017. which is when initia1 pricing was established above.

Hardships:

In the event at1 individual product or raw material has a significant increase in cost, NaJco Water may focrease the prices for the specific Produ6ts or Services jf, at any time during the term of this Agreement, an Extraordinary Inflationary Disruption occurs. Exlraordinary Inflationary Disruption is defined as an increase in raw materials, freight, labor, or energy costs beyond the control of Nalco of at Ieasr seven (7%) percent and sustained over a three-month period. In case of such an Extraordinary Inflationary Disruption, Na1co Water may increase tl1e pdce of lhe Products up to the full amount of the increase in its costs (raw materials, freight, labor or energy) by giving Customer at·Jeast thirty (30) days written notice. The baseline for determining such increase shall be on an i11dividual product basis. If Nalco Water's costs decline back to a baseline level, Nalco Water is allowed to maintain product prkes at the elevated level for the same period of time Nalco Water previously mainlained pricing prior to the hardship price increase. Full disclosure of the product cost information will by shared with Silicon Va11ey Power prior to any Hardship adjustment and NR1co will work in good faith to find cost effective alternatives. in place of lhe adjuslmenl.

Nalco Water an Ecolab Company 1601 W. Diehl Rd. Naperville, JL 60563 Exhibit B

Page 3 ends

www .nalco.com

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NALCO COMPANY LLC

EXHIBITC

INSURANCE COVERAGE REQUIREMENTS
Without limiting or expanding the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, .the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each Occurrence
$3,000,000 General Aggregate
$3,000,000 Products/Completed Operations Aggregate
$2,000,000 Personal Injury

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

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements ofthis Agreement:
a. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
b. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

Agreement with Nalco Company LLC/Insurance Requirements/Exhibit C Page I of4 Rev. 06/22/17 ·
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of . Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being·unloaded from a covered auto.

C. WORKERS' COMPENSATION
I. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits ofat least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,00.0) each employee Bodily Injury by disease.

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

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, emp\oyees, volunteers and agents, except to the extent of City's negligence.

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

2. 3.

Additional Insureds. City of Santa Clara, .its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds to the extent of Contractor's indemnification obligations in respect to liability arising out of Contractor's work for City.

Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording mil.king it, to the extent of Contractor's indemnification obligations, primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

Cancellation.

Agreement with Nalco Company LLC/Insurance Requirements/Exhibit C Rev. 06/22/17
Page2of4
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such cancellation. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such cancellation. ·

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

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

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

Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance, for example insurance has expired or lapsed, with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City.

Agreement with Nalco Company LLC/Insurance Requirements/Exhibit C Rev. 06/22/17

Page 3 ends

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting ofinsurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance ( or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to executiop of this Agreement. Upon City's request, Contractor shall submit to City copies of the applicable endorsements and related policy language.

Unless otherwise required by the terms ofthis Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this . Agreement shall be mailed to:

EBIXInc.

City of Santa Clara Electric Department
P.O. Box 100085 - S2 or
Duluth, GA 30096
I EbixWay
John's Creek, GA 30097
· Telephone number:

Fax number:

Email address:
951-766-2280
770-325-0409
[email protected]
H. QUALIFY1NG INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Nalco Company LLC/Insurance Requirements/Exhibit C Rev. 06/22/17

Page 4 of 4 ends

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NALCO COMPANY LLC

EXHIBITD

ETIDCAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN

AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (I) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made ( or makes) any false statement( s) or representation( s) with respect to this Agreement.

For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i,e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years. 3 As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Agreement with Nalco Company LLC Ethical Standards for Contractors/Exhibit D Rev. 06/22/17

Page 1 ends

2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shali be evidence of such knowledge, approval or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

1. The City determines that Contractor no longer has the financial capabi!ity4 or business experience5 to perform the terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.

The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.

Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

Agreement with Nalco Company LLC Ethical Standards for Contractors/Exhibit D Rev. 06/22/17

Page 2 ends

Jun.4.2018 11:24AM city of sanla clara

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
NALCO COMPANl.' LLC

EXHIBITE
No. 0300 P. 2
AFFIDA'VlT OF COMPJ'..lANCE WITH ETHICAL STANDARDS
I hereby state that l have read and understand the language, entitled ''Ethical S1andards" set forth in Exlu'bit D. I have the 111,lthorlty to maim these representa.tiOilll on my own behalf or on behalf of the legal entity identified herc:in. I have examined IIPPl'OPri11te busineH records, and I have made 11PPropriate inquiJy ofthose individuals potentially included within the defmitlon of"ConlalCtor" Mlltained in Ethical Standards at footnote l.

Based on my review of the appropriate docummts and my good-faith review of the necessw.y inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietoridrip, gflllllral partner, person who oonlrols or has power to control a business entity, etc.] has been convicted of ony one or more of the crimes identified in 1he Ethiclll Slalldarde within the past five (5) years.

The above us&crtioru; arc Uue and correct and ore made under penalty of perjury under the laws of the State of California.

NALCO COMPANY LLC
a Delaware limited liability company
By: ~ ~-=(.__ · Signature of Antborized Person or Representative Name: MARKKINERK
Title: Assistant Vice President - Sales

NOTARY'S ACKNOWLEDGMENT TO BE ATI'ACHED
Pleaee execute the affidavit and auru,l,_ a llOlm}' publlc'a acknowledgment of oxewlion of the affidavit by the siglUlloly. lfthe Bffidavit is on behalf of a eorpol'Ulion, panrum,hlp, or other legal entity, lbe entity's complete !ego! name and the title of the penron signitJg on behalfofthe legal entity sholl eppcer above. Written cvidmco ofttu, authority of the pmson executing this affidavit on behalf of a eorj,oralion,. partnership, joint venture, or any other legal entity, other than a sole proprlekmrhlp, shall be attached.

Agreement with Nalco Company llC/.A:ffidavl! of Compllanco!Exhibit E Rev. 06/22/17
Page I ofl
State of Illinois
County of DuPage
The foregoing instrument was acknowledged before me this who is personally known to me.

Signed and Sworn before me
Notary Public I Dated

OFFICIAL SEAL

UANAPODMAN
NOTMYPUBI.IC-STATEOF ILLINOIS
MYC<ll.MSsKJNEXPIRES.11;fJ/!21
i;,;,,, .....,..,.,..........,, .. ,.n n ,.,_.,_w~,,._.. /~day of May, 2018, by Mark Kinerk

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE
(Not Applicable)

CITY OF SANTA CLARA, CALIFORNIA,
AND

NALCO COMP ANY LLC

EXHIBITF

MILESTONE SCHEDULE
Agreement with Nalco Company LLC/Milestone Schedule/Exhibit F Rev. 06/22/17

Page 1 ends

18-1080

REPORT TO COUNCIL

SUBJECT
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 8/28/2018
Action on an Agreement for the Performance of Services with Nalco Company, LLC to Provide Water Treatment Services at the Cogeneration Facility (CoGen)

BACKGROUND
In order to maximize the asset life of the Cogeneration Facility (CoGen), it is necessary to have in place a proper water treatment chemical program. Since 2005, Nalco Company, LLC (Nalco) has been providing chemical products and equipment to optimize the use of the chemicais while meeting or exceeding expectations for equipment corrosion and scale build-up.

DISCUSSION
In November 2017, Silicon Valley Power (SVP) prepared an RFP which included posting on the City website and the solicitation of three industry known service providers. SVP received three (3) qualified proposals. Staff reviewed each proposal to determine overall best value including cost and experience with specific treatment requirements at SVP facilities reducing the risk of damage to equipment and additional maintenance costs due to corrosion and scale build-up Nalco was selected as the provider based on the criteria, value, and expertise.

Staff proposes entering into a three (3) year agreement with Nalco Company, LLC to ensure water treatment stays in line with appropriate technical and regulatory specifications. This water treatment program provides program development, program maintenance through bi-weekly service visits, SVP employee training, and semi-annual equipment and machinery inspections.

FISCAL IMPACT
The total cost of this Agreement for the Performance of Services with Nalco shall not exceed $54,645 for the first year for a total not-to-exceed amount of $163,933 over a three (3) year term. Sufficient funds are available in the Electric Department Operating Generation Pumping Expense account.

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

PUBLIC CONTACT
City of Santa Clara Page 1 of2 Printed on 8/20/2018
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18-1080 Agenda Date: 8/28/2018
Public contact was made by posting the Council agenda on the City's official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City's website and in the City Clerk's Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk's Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Approve an Agreement for the Performance of Services with Nalco Company, LLC to provide water treatment services in an amount not-to-exceed $163,933 over a three (3) year term.

Reviewed by: John C. Roukema, Chief Electric Utility Officer Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Agreement for the Performance of Services with Nalco Company, LLC City of Santa Clara Page 2 of2 Printed on 8120/2018
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EBIX Insurance No. S200001195

AGREEMENT FOR THE PERFORMANCE OF SERVICES

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

NALCO COMPANY LLC

PREAMBLE
This agreement for the performance of servic~s ("Agreement") is by and between Nalco Company LLC, a Delaware limited liability company, with its principal place of business located at 1601 W. Diehl Road, Naperville, Illinois 60563 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT PROVISIONS

1. EMPLOYMENT OF CONTRACTOR.

2. SERVICES TO BE PROVIDED ..

3. COMMENCEMENT AND COMPLETION OF SERVICES.

4. QUALIFICATIONS OF CONTRACTOR- STANDARD OF WORKMANSIDP.

Contractor represents and maintains that it has the necessary expertise in the professional calling necessary to perform services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills .and knowledge. Contractor shall perform such services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

Tue plans, designs, specifications, estimates, calculations, reports and other documents furnished under Exhibit A shall be of a quality acceptable to City. Tue criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by City for similar projects.

5. TERM OF AGREEMENT.

6. MONITORING OF SERVICES.

City may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to City policy and to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with applicable City, county, state, and federal requirements. If Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17
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any action of Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.

7. WARRANTY.

EXPRESS OR IMPLIED, AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR AP ARTICULAR PURPOSE.

Notwithstanding anything to the contrary contained herein or otherwise, in no event shall either party be liable for any special, consequential or indirect damages.

8. PERFORMANCE OF SERVICES.

9. BUSINESS TAX LICENSE REQUIRED.

10. RESPONSIBILITY OF CONTRACTOR.

Contractor shall be responsible for the professional quality, technical accurafy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17
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action arising out of the performance of this Agreement and Contractor shall be and remain liable to City in accordance with applicable law for all damages to City caused by Contractor negligent performance of any of the Services furnished under this Agreement.

Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.

11. COMPENSATION AND PAYMENT.

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor at the rate per hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City's receipt of invoice.

12. TERMINATION OF AGREEMENT.

Either Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services satisfactorily performed up to such date.

13. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT ..

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

14. NO THIRD PARTY BENEFICIARY.

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

15. INDEPENDENT CONTRACTOR.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/ or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17
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employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.

16. NO PLEDGING OF CITY'S CREDIT.

17. CONFIDENTIALITY OF MATERIAL.

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

18. USE OF CITY NAME OR EMBLEM.

19. OWNERSHIP OF MATERIAL.

City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Contractor shall not transfer any ownership ofrights in Contractor's intellectual property. Only ownership of work product created by Contractor exclusively for the City will transfer to the City for use at the site.

20. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized· employees, representatives or agents shall have the right during the term of this Agreement and for three (3) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17

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connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder. Notwithstanding anything to the contrary contained herein or otherwise, in no event shall the City or its designated representative have the right to audit, inspect or duplicate any of Contractor's confidential or proprietary information that is not directly related to this Agreement.

21. CORRECTION OF SERVICES.

Contractor agrees to correct any incomplete, inaccurate or defective Services at no further costs to City, when such defects are due to the negligence, errors or omissions of Contractor.

22. FAIREMPLOYMENT.

Contractor shall not discriminate against any employee or applicant for employment because ofrace, color, creed, national origin, gender, sexual orientation, age, disability, religion, ethnic background, or marital status, in violation of state or federal law.

23. HOLD HARMLESS/INDEMNIFICATION.

To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any third party claim, injury, liability, loss; cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for personal injury, including death, or physical property damage and for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to the Services performed by Contractor pursuant to this Agreement. ·
. 24. INSURANCE REQUIREMENTS.

During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance· policies with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defmed in Exhibit C.

25. AMENDMENTS.

This Agreement may be amended only with the written consent of both Parties.

Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17
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26. INTEGRATED DOCUMENT.

27. SEVERABILITY CLAUSE.

28. WAIVER.

29. NOTICES.

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

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 261-2717
And to Contractor addressed as follows:

Nalco Company LLC
1601 W. Diehl Road
Naperville, Illinois 60563
or by facsimile at (630) 305-2906
If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed.

The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday.

30. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

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31. LAW GOVERNING CONTRACT AND VENUE.

32. DISPUTE RESOLUTION.

A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (3 0) days of the written request of one Party after the service of that request on the other Party.

B. The Parties may agree on one mediator. If they canuot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day ( eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

C. The costs of mediation shall be borne by the Parties equally.

D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. If mediation does not resolve the dispute, the Parties agree that the matter shall be litigated in a court oflaw, and not subjectto the arbitration provisions of the Public Contracts Code.

33. COMPLIANCE WITH ETIDCAL STANDARDS.

Contractor shall:

A. Read Exhibit D, entitled "ETHICAL STANDARDS FOR CONTRACTORS

SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETIDCAL STANDARDS." .

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

Agreement for the Performance of Services/Nalco Company LLC Rev. 06/22/17

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City Council and Authorities ConcurrentAugust 29, 2023

City Council and Authorities Concurrent
August 29, 2023