Agenda packet — City Council and Authorities Concurrent, December 12, 2023 (part 7 of 9)

Governance and Ethics Committee Meeting Agenda December 4, 2023

3. Review Council Policy and Procedure 007 (“Citizen Complaints Addressed
to the City Council”) and Approve Amended Policy
(“Constituent Complaints Addressed to the City Council”) 23-1263
Approve amendments to Policy and Procedure 007
(“Citizen Complaints Addressed to the City Council”)
and bring forth to City Council for Consideration and
Adoption as Council Policy 007 (“Constituent
Complaints Addressed to the City Council”)
Recommendation:

4. Review Council Policy and Procedure 041 (“Public Submittal of Written and Audiovisual Materials for Council Meetings”) 23-1265
Approve amendments to Policy and Procedure 041
(“Public Submittal of Written and Audiovisual
Materials for Council Meetings”) and bring forth to City Council for Consideration and Adoption as Council
Policy 041 (“Public Submittal of Written and
Audiovisual Materials for Council Meetings”)
Recommendation:

5. Review Meeting Management Procedures23-1264
Review Meeting Management Procedures and
Information Provided in Report and Provide Feedback
for any further Amendments
Recommendation:

STAFF REPORTS
Adding Standing Item on Consent Calendar for Excusal Memos (City Attorney Glen Googins) Council Policy 020 Proclamations, Commendations, Certificates of Recognition - Item to be part of discussion on Written Petition submission from Councilmember Becker at Dec. 12, 2023 meeting
2024 Items: Email Retention Policy & Review of SCSC Chapter 2.155 ("Regulation of Lobbying Activities") and SCSC Chapter 2.160 ("Calendars of Certain City Officials")

COMMITTEE MEMBER REPORTS / FUTURE REFERRALS FOR CONSIDERATION

ADJOURNMENT

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Governance and Ethics Committee Meeting Agenda December 4, 2023

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

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

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

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

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-916 Agenda Date: 12/12/2023

REPORT TO COUNCIL

SUBJECT
Action to Accept an Award of Funding from the State of California in Support of the Regional Public Safety Interoperable Radio Communications Project ($1,750,000) and the Santa Clara Overnight Care Locations Project ($1,800,000) and to Approve the Related Budget Amendments

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Assembly Bill 102 Budget Act of 2023 made appropriations (amending the state budget) for the support of State governmental activities for Fiscal Year 2023/24. The amounts appropriated reflect legislative priorities and were approved by the Governor in September 2023.

DISCUSSION
In April 2023, the City of Santa Clara presented the Offices of Assembly member Evan Low and State Senator Aisha Wahab with four funding priorities of significant local and regional impacts to be considered as part of the Fiscal Year 2023/24 State budget process.

Through these efforts, Assembly member Low secured $1,750,000 in budget trailer bills to support the Regional Public Safety Interoperable Radio Communications and Senator Wahab obtained $1,800,000 to support the Santa Clara Overnight Care Locations projects.

Regional Public Safety Interoperable Radio Communications - $1,750,000 The City is a member of a countywide organization dedicated to facilitating interoperable voice and data communications known as Silicon Valley Regional Interoperability Authority (SVRIA). This system operates on a P25 digital radio system that allows public safety entities throughout Santa Clara County interoperability in situations where a multi-jurisdictional emergency response is necessary, such as severe storm, flooding, fires, earthquake, active shooter, mutual aid situations, and domestic terrorism. Critical incidents that have required the use of these radios include the Gilroy Garlic Festival and Valley Transportation Authority shootings. This two-way radio infrastructure is also critical in managing large-scale events at Levi's Stadium as local, State and federal law enforcement is necessary to carry out each major event at this venue.

The City’s Police and Fire Departments respond to the daily needs of the community, and routinely prepare to respond to critical incidents in the City, region, and throughout the State. In 2022, the Communications Center received 161,398 emergency and non-emergency calls for service. Many of the City’s portable and mobile radios are nearing the end of their serviceable life and are in need of replacement. The $1,750,000 in funding will assist the City to secure a significant portion of the radios that need replacing. The City has received preliminary notice that it may also be a recipient of City of Santa Clara Printed on 12/8/2023Page 1 of 4
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23-916 Agenda Date: 12/12/2023
an additional $963,000 in federal funding to support this project through the Community Project Funding/Congressionally Directed Spending process. Once staff receives additional information, a report will be brought forth to Council for consideration. The total radio replacement project cost is estimated at $6,200,000; the public safety radios at Levi’s Stadium are not on the same replacement schedule and therefore are not included in this pending purchase. Additional funding for radio replacement is also being brought forward for City Council approval as part of the FY 2022/23 Budgetary Year-End Report.

Santa Clara Overnight Care Locations - $1,800,000
The unprecedented weather events of the past few years have resulted in the need for the City to open warming and cooling centers with much more frequency. Due to staffing and service limitations, however, the City has only been able to open these facilities during normal business hours. The City does not have adequate facilities or equipment to provide extended overnight care.

In recognition that an alternative, more compassionate response was needed to address the health and safety needs of Santa Clara residents, staff submitted a funding request to pilot a program (Santa Clara Cares Overnight Shelter Pilot Program) that would seek to:

1. Work collaboratively with local non-profits to develop a framework of care to provide safe places for the unhoused to gain respite from inclement weather conditions, address immediate needs for food and support services; and,

2. Build capacity within the City to respond more effectively and compassionately to weather events and other natural emergencies.

The Santa Clara Cares Overnight Shelter Pilot Program seeks to leverage relationships with local non-profits to provide services to those in need of a safe place to shelter during unplanned weather events. During the pandemic, the City’s ability to partner with local groups proved to be a critical success factor in adapting service delivery to meet community emergency needs.

The funding from the State will be used to support the initial investment to launch facilities, fund a coordinated street and encampment outreach team and staff overnight care locations for a two-year period. In addition, the funding will be used to strengthen communication and coordination among local service providers in an effort to support long-term sustainability of homelessness prevention activities. Staff plans to coordinate this project with the goals and objectives outlined in the Homelessness Plan framework that was adopted by the Council earlier this year and will look for opportunities to optimize this award with other funding that may be available to provide a continuum of care.

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.

FISCAL IMPACT
Assembly Bill 102 Budget Act of 2023 provides one-time funding to support the City’s need to address the replacement of its two-way radio infrastructure ($1,750,000) and allows the City to City of Santa Clara Printed on 12/8/2023Page 2 of 4
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provide the unhoused with a safe place to gain respite from inclement weather conditions ($1,800,000). The budget amendments in the table below are recommended to recognize and appropriate these funds.

Budget Amendment
FY 2023/24
Current Increase/
(Decrease)
Revised
Communication Acquisitions Fund
Revenue
Revenue from Other Agencies $0 $1,750,000 $1,750,000
Expenditure
Capital Outlay $995,232 $1,750,000 $2,745,232
Other City Departments Operating
Grant Trust Fund
Revenue
Revenue from Other Agencies $0 $1,800,000 $1,800,000
Expenditure
Santa Clara Overnight Care Locations
Program
$0 $1,800,000 $1,800,000

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

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

RECOMMENDATION

1. Accept and approve Assembly Bill 102 funding to support the Regional Public Safety Interoperable Radio Communications ($1,750,000) and Santa Clara Overnight Care Locations ($1,800,000) projects;

2. Approve the following FY 2023/24 budget amendments:
a. In the Communication Acquisitions Fund, recognize Revenue from Other Agencies in the amount of $1,750,000 and increase the Capital Outlay budget in the amount of $1,750,000 (five affirmative Council votes required to appropriate additional revenue); and
b. In the Other City Departments Operating Grant Trust Fund, recognize Revenue from Other Agencies in the amount of $1,800,000 and establish a Santa Clara Overnight City of Santa Clara Printed on 12/8/2023Page 3 of 4
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23-916 Agenda Date: 12/12/2023
Care Locations Program in the amount of $1,800,000 (five affirmative Council votes required to appropriate additional revenue).

3. Authorize the City Manager and Finance Director to sign any and all documents required to accept the described funding in final forms approved by the City Attorney Reviewed by: Pat Nikolai, Chief of Police
Cynthia Bojorquez, Assistant City Manager
Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1461 Agenda Date: 12/12/2023

REPORT TO COUNCIL

SUBJECT
Note and File the List of Designated City Employees who are Subject to Post-Employment Restrictions Pursuant to City Code Chapter 2.145

COUNCIL PILLAR
Enhance Community Engagement and Transparency.

BACKGROUND
The Political Reform Act (Cal. Gov. Code §87406.3) places a one-year restriction on the post-service activity of certain high-level local government officials and employees. Local elected officials as well as city managers are bound by the one-year ban on representing any other person, for compensation, by appearing before or communicating with their former agency in an attempt to influence the agency’s decisions in an administrative or legislative action, or any action involving a permit, license, contract, or other transaction. A local agency is allowed to adopt additional post-service restrictions so long as those restrictions are more stringent than those in the state law.

In July 2000, the City Council adopted a final Ordinance that established a new Chapter in the Santa Clara City Code (formerly Santa Clara City Code, Chapter 2.80, renumbered to Chapter 2.145 of the City Code) that established a local Revolving Door prohibition for elected officials and designated employees. This local ordinance is more restrictive than the state law described above in that it expands both the list of employees to whom the restriction applies, and the prohibited post-service activities.

The purpose of this Code provision is (SCCC 2.145.010):
a) To prevent former city officials and designated city employees from using their influence with the city or agency for personal gain.
b) To prevent private for-profit business entities from obtaining a real or perceived unfair advantage in dealing the city or agencies by hiring former city or agency officials and/or designated city employees. c) To comply with the City “Code of Ethics and Values.” d) To attempt to assure the independent, impartiality and integrity of city and agency officials and designated city employees in making governmental actions and decisions.

For one year immediately following the termination of city, agency or commission office or employment, former city officials, agency officials, commission officials and designated city employees shall not, for compensation (SCCC 2.145.030):
a) Work on any matter which the affected city official or designated city employee previously worked on for the city.
b) Represent anyone else before the city council, a city agency, a city commission or staff of the city. c) Receive any gift or payment in excess of the amount determined from time to time by the Fair Political Practices Commission from any person who was, in any way, involved in or affected by the work of the affected city official or designated city employee.

In this context, “work” shall mean any activity, for which compensation is received from any source, including City of Santa Clara Printed on 12/8/2023Page 1 of 3
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compensation received as an independent contractor. Work includes the supervision or direction of others performing work, except as provided in SCCC 2.145.050 <https://www.codepublishing.com/CA/SantaClara/> (use of an ethical wall framework). Work for the City or an agency also includes any action of any sort whatsoever taken in one’s official capacity. Service by a City or an agency official or designated City employee on any type of board, committee, subcommittee or similar body as a representative of the City or agency is deemed to be work for the City or an agency (SCCC 2.145.020(h)). The Santa Clara City Code includes that the following “work” shallnot be subject to the prohibitions (SCCC 2.145.040):
a) As an employee or volunteer of a nonprofit organization. b) As an employee of a governmental entity.
c) As an employee pursuant to City Charter 802 which, subject to the civil services provisions of the City Charter, grants authority to the City Manager to make personnel appointments. d) As an independent contractor of the city or agency where it has been determined that it is in the best interest of the city or agency to retain the former affected city official or city employee to provide transitional services.

Santa Clara City Code, Section 2.145.020(e) includes a provision that annually, the City Manager will provide the City Council with a list of designated City classifications that will be subject to the Revolving Door prohibitions. It appears that the last time the City Council was provided a list of Designated Employees was in 2008. At that time, the City Manager designated the Executive Management Team listed in the Annual Budget as “Designated City Employees.” This included the positions of City Manager, Assistant City Manager, Deputy City Manager, City Clerk, City Attorney, Chief of Police, Fire Chief, Director of Electric Utility, Director of Water & Sewer Utilities, Director of Streets & Automotive Services, Director of Information Technology, Director of Public Works/City Engineer, Director of Planning & Inspection, Director of Finance, Director of Human Resources, Director of Parks & Recreation and City Librarian.

DISCUSSION
In an effort to maintain compliance with Santa Clara City Code. Section 2.145.020(e), the City Manager has designated the classifications set forth below as “Designated City Employees” pursuant to SCCC 2.145.020 (e). This list includes the classifications that comprise the Senior Leadership Team. The Mayor and Council are already included, as defined by City Official in section 2.145.020 (b) of the Santa Clara City Code.

List of Designated Classifications City Employees Covered Under City Code Section

2.145.020 (e)
City Manager Fire Chief
City Attorney Director of Human Resources
Chief Operating Officer Director of Information Technology Assistant City Manager City Librarian
Director of Community Development Director of Parks & Recreation Director of Public Works Assistant Police Chief
Chief Electric Utility Officer Director of Water & Sewer Utilities Director of Finance Assistant City Clerk
The list of Designated City Employees will be effective for the calendar period of January 1, 2024 - December 31, 2024.

The Administration will ensure that annual compliance is adhered to by bringing forward the Designated List of classifications that would be subject to Chapter 2.145.020 (e) annually, in December.

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23-1461 Agenda Date: 12/12/2023

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

FISCAL IMPACT
Establishing an annual list of classifications that would be subject to the Revolving Door prohibitions, as outlined in City Charter, Chapter 2.145 does not have a cost to the City, except for associated staff time in preparation of the agenda materials.

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

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

RECOMMENDATION
Note and File the List of Designated City Employees who shall be subject to post-employment restrictions pursuant to Santa Clara City Code, Chapter 2.145 for the period of January 1, 2024 - December 31, 2024.

Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Printed on 12/8/2023Page 3 of 3
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1341 Agenda Date: 12/12/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of September 2023

BOARD PILLARS
Enhance Community Engagement and Transparency
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
Disbursements made by the Stadium Authority are based on invoices submitted for payment. Prior to payment, staff reviews all disbursement documents to ensure that the invoiced goods or services have been provided.

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during September 2023. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
Effective August 31, 2022, the Stadium Authority and Stadium Manager agreed to the timely payment of Shared Stadium Expenses and other budgeted expenses in accordance with the Annual Stadium Authority Budget, except for buffet expenses invoiced pursuant to Section 4.6.1 of the Stadium Lease. The Stadium Authority maintains the right to confirm and dispute submitted charges from the 2021-22 fiscal year and subsequent years during a fiscal-year-end reconciliation/true-up. This is primarily done to address any concerns regarding improper allocation, calculation, lack of support, or failure to comply with applicable contracts or laws, among other reasons. The Stadium Authority may raise such questions with respect to any charge at any time before a fiscal year-end reconciliation/true-up and the Stadium Manager must assess and respond to such questions in good faith.

At its March 7, 2023 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2023-24 Operating, Debt Service, and Capital Budget which runs from April 1, 2023 to March 31, 2024. Expenses paid in September 2023 include:
· Payments totaling $50,335.85 to the City of Santa Clara for the following:
o $48,778.30 for reimbursement of General and Administrative (G&A) City payroll costs (e.g.: Executive Director’s Office (City Manager’s Office), Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department)) o $1,557.55 for reimbursement of Stadium Authority G&A expenses · Payment totaling $795,836.53 to Forty Niners SC Stadium Co, LLC for Community Facilities District (CFD) Advance Payment - Principal & Interest
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23-1341 Agenda Date: 12/12/2023
· Payment totaling $1,480,825.26 to Forty Niners Stadium Management Co, LLC for September 2023 Stadium Manager Expenses
· Payment totaling $226,974.00 to Blue’s Roofing Co. for CapEx Project - General Areas / Coatings Main Deck
· Payment totaling $5,222.01 to Cupertino Electric, Inc. for CapEx Project - Distribution - High Voltage (PMSGT, Battery & 12KV Main Circuit Breakers)
· Payment totaling $722,178.52 to Devcon Construction, Inc. for CapEx Project - New Seating - Bowl Padded Seat Replacement Project
· Payments totaling $82,265.61 to EyeP Solutions, Inc. for the following:
o $64,892.75 for CapEx Project - Security Control Situation Room Enhancements o $17,372.86 for CapEx Project - Enhance Stadium Security Coverage · Payments totaling $9,727.98 to InTWO, Inc. for FMS Monthly Services (July - August 2023) · Payments totaling $113,644.00 to KPMG LLP for SCSA 2022/23 Audit · Payment totaling $97,721.30 for Legal Services (June - July 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)(4) of Title 14 of the California Code of Regulations in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The fiscal impact to the Stadium Authority is $3,585,658.54.

COORDINATION
This report has been coordinated with the Stadium Authority Counsel’s Office.

RECOMMENDATION
Approve the list of Stadium Authority Bills and Claims for September 2023.

Reviewed by: Kenn Lee, Treasurer
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. September 2023 SCSA Bills and Claims
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Payment Date Vendor Invoice No. Description Fund Amount 9/15/2023 Bank of America N/A August 2023 Bank Fees - CapEx Reserve Account CapEx 493.09 9/15/2023 Bank of America N/A August 2023 Bank Fees - Operating Reserve Account Operating 434.39 927.48
9/18/2023 City of Santa Clara N/A B2317 SCSA Admin Payroll Costs Operating 48,778.30 9/29/2023 City of Santa Clara N/A Reimburse City of Santa Clara for G&A Expenses Operating 1,557.55 50,335.85
9/29/2023 Forty Niners SC Stadium Co, LLC N/A CFD Advance Payment - Principal & Interest Debt Service 795,836.53 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Security Operating 132,276.03 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Stadium Ops Operating 381,670.06 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Engineering Operating 226,068.86 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Guest Services Operating 54,270.34 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Groundskeeping Operating 55,112.25 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - SBL Sales & Service Operating 409,804.34 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Insurance Operating 84,161.67 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Use of StadCo Tenant Improvements Operating 76,329.24 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Other G&A Operating 52,799.14 9/1/2023 Forty Niners Stadium Management Co, LLC SLS-24205 September 2023 Stadium Manager Expenses - Lender Fees Operating 8,333.33 1,480,825.26
9/5/2023 Blue's Roofing Co. 31134 CapEx Project - General Areas / Coatings Main Deck CapEx 226,974.00 9/29/2023 Cupertino Electric, Inc. 94385 CapEx Project - Distribution - High Voltage (PMSGT, Battery & 12KV Main Circuit Breakers) CapEx 5,222.01 9/5/2023 Devcon Construction, Inc. 88818 CapEx Project - New Seating - Bowl Padded Seat Replacement Project CapEx 289,697.80 9/29/2023 Devcon Construction, Inc. 89054 CapEx Project - New Seating - Bowl Padded Seat Replacement Project CapEx 432,480.72 722,178.52
9/5/2023 EyeP Solutions, Inc. 23-404 CapEx Project - Security Control Situation Room Enhancements CapEx 64,892.75 9/29/2023 EyeP Solutions, Inc. 23-437 CapEx Project - Enhance Stadium Security Coverage CapEx 17,372.86 82,265.61
9/5/2023 InTWO, Inc. 33115 FMS Monthly Services (July 2023) Operating 4,863.99 9/29/2023 InTWO, Inc. 34385 FMS Monthly Services (August 2023) Operating 4,863.99 9,727.98
9/5/2023 KPMG LLP 8004977293 SCSA 2022/23 Audit Operating 102,280.00 9/29/2023 KPMG LLP 8005016836 SCSA 2022/23 Audit Operating 11,364.00 113,644.00
9/7/2023 1352078 Legal Services (June 2023) Operating 27,549.10 9/7/2023 1354598 Legal Services (July 2023) Operating 70,172.20 97,721.30
September 2023 Total 3,585,658.54$
Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of September 2023

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1227 Agenda Date: 12/12/2023

REPORT TO STADIUM AUTHORITY BOARD

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

BOARD PILLAR
Enhance Community Engagement and Transparency

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

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

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

Date Meeting Purpose
7/3/2023 World Cup Information Sharing Agreement (via phone) 7/6/2023 Weekly Accounting Status Meeting (via Teams)
7/10/2023 World Cup Information Sharing Agreement (Via Zoom) 7/10/2023 Public Safety & Monthly Coordination Meeting (in person) 7/13/2023 Procurement Policy Follow Up (in person)
7/13/2023 Weekly Accounting Status Meeting (via Teams)
7/17/2023 World Cup Information Sharing Agreement (via Zoom) 7/20/2023 Media Coordination Meeting (via Teams)
7/20/2023 Weekly Accounting Status Meeting (via Teams)
7/24/2023 Monthly Coordination Meeting (in person)
7/26/2023 Barcelona/Juventus Match Cancellation (via phone) 7/27/2023 Review Prior Super Bowl Plans (via Zoom)
7/28/2023 World Cup Information Sharing Agreement (via phone) 8/1/2023 49ers Registered City Lobbyists Update / Barcelona Match Cancellation Issues (via Teams)
8/16/2023 Financial Management System Managed Services Status Meeting (via Zoom)
8/16/2023 Weekly Accounting Status Meeting (via Teams)
8/24/2023 World Cup Documents - Next Steps Under Information Sharing Agreement (via Zoom)
8/24/2023 ADA Training for City Employees Working at Stadium Events (via phone) 8/28/2023 Monthly Coordination Meeting (in person)
8/29/2023 Trust Budget, Year-End Audit, SCSA Banking (in person) 8/29/2023 Intralinks Software Overview / Demonstration (via Teams) 8/30/2023 Weekly Accounting Status Meeting (via Teams)
9/6/2023 9/26 Agenda Items (hybrid meeting)
9/6/2023 Weekly Accounting Status Meeting (via Teams)
9/7/2023 Barcelona/Juventus Match Cancellation (via phone) 9/12/2023 Miscellaneous Procurement Policy Questions (via Teams) 9/13/2023 Weekly Accounting Status Meeting (via Teams)
9/19/2023 Security Review at Levi’s (via Teams)
9/22/2023 Year-End Audit, 4th Quarter Financial Report, Trust Budget (in person) 9/22/2023 Contracts (via Teams)
9/25/2023 SBLX - NFL Security Meeting (via Zoom)
9/25/2023 July 2, 2023 Soccer Event (via phone)
9/27/2023 Weekly Accounting Status Meeting (via Teams)
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Date Meeting Purpose
7/3/2023 World Cup Information Sharing Agreement (via phone) 7/6/2023 Weekly Accounting Status Meeting (via Teams)
7/10/2023 World Cup Information Sharing Agreement (Via Zoom) 7/10/2023 Public Safety & Monthly Coordination Meeting (in person) 7/13/2023 Procurement Policy Follow Up (in person)
7/13/2023 Weekly Accounting Status Meeting (via Teams)
7/17/2023 World Cup Information Sharing Agreement (via Zoom) 7/20/2023 Media Coordination Meeting (via Teams)
7/20/2023 Weekly Accounting Status Meeting (via Teams)
7/24/2023 Monthly Coordination Meeting (in person)
7/26/2023 Barcelona/Juventus Match Cancellation (via phone) 7/27/2023 Review Prior Super Bowl Plans (via Zoom)
7/28/2023 World Cup Information Sharing Agreement (via phone) 8/1/2023 49ers Registered City Lobbyists Update / Barcelona Match Cancellation Issues (via Teams)
8/16/2023 Financial Management System Managed Services Status Meeting (via Zoom)
8/16/2023 Weekly Accounting Status Meeting (via Teams)
8/24/2023 World Cup Documents - Next Steps Under Information Sharing Agreement (via Zoom)
8/24/2023 ADA Training for City Employees Working at Stadium Events (via phone) 8/28/2023 Monthly Coordination Meeting (in person)
8/29/2023 Trust Budget, Year-End Audit, SCSA Banking (in person) 8/29/2023 Intralinks Software Overview / Demonstration (via Teams) 8/30/2023 Weekly Accounting Status Meeting (via Teams)
9/6/2023 9/26 Agenda Items (hybrid meeting)
9/6/2023 Weekly Accounting Status Meeting (via Teams)
9/7/2023 Barcelona/Juventus Match Cancellation (via phone) 9/12/2023 Miscellaneous Procurement Policy Questions (via Teams) 9/13/2023 Weekly Accounting Status Meeting (via Teams)
9/19/2023 Security Review at Levi’s (via Teams)
9/22/2023 Year-End Audit, 4th Quarter Financial Report, Trust Budget (in person) 9/22/2023 Contracts (via Teams)
9/25/2023 SBLX - NFL Security Meeting (via Zoom)
9/25/2023 July 2, 2023 Soccer Event (via phone)
9/27/2023 Weekly Accounting Status Meeting (via Teams)

FISCAL IMPACT
There is no fiscal impact related to this report.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website City of Santa Clara Printed on 12/8/2023Page 2 of 3
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23-1227 Agenda Date: 12/12/2023
and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> .

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

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

ATTACHMENTS

1. Stadium Authority and Stadium Manager Meeting Summaries for the Period of 7/1/23 to 9/30/23
City of Santa Clara Printed on 12/8/2023Page 3 of 3
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Date: 7/3/2023, 5:30 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney

For Stadium Manager:

Jihad Beauchman

1. World Cup Information Sharing Agreement

Weekly Accounting Status Meeting
Date: 07/06/2023; 2:00pm to 2:10pm
Teams Meeting: Brenda Lee (SCSA) and Caitlin Ritchie (ManCo)

1. S tadium Builder License Transfer for 1
st Quarter

2. July 2023 Operations and Maintenance Transfer

3. Perfection Certificate for Stadium Funding Trust

4. KMPG Audit

Date: 7/10/2023, 12:30 p.m.

Zoom Meeting:

For Santa Clara Stadium Authority:

Glen Googins, Stadium Authority Counsel

For Stadium Manager:

Jihad Beauchman

For FIFA:

Michelle Cornell-Davis
Peter Gutierrez
Kendall Johnson
Adam Sullins

For Bay Area Host Committee:

Matthew Richards
Robert Weikert

1. World Cup Information Sharing Agreement

PUBLIC SAFETY AND

MONTHLY COORDINATION MEETING
July 10, 2023 | 1:00 p.m. – 4:00 p.m.

Levi’s Stadium

City/Stadium Authority Attendees:
• Jōvan D. Grogan, City Manager/Executive Director
• Wahid Kazem, Assistant Police Chief (Attended Part I of meeting only) • Luis Martin, Police Captain (Attended Part I of meeting only) • Cory Morgan, Police Lieutenant (Attended Part I of meeting only) • Matt Queen, Battalion Chief (Attended Part I of meeting only) • Ruth Mizobe Shikada, Executive Director’s Office
• Christine Jung, Assistant to the Executive Director

49ers/Stadium Manager Attendees:
• Francine Melendez Hughes, Executive Vice President & General Manager • Peter Wilhelm, Chief Financial Officer
• Nelson Ferreira, VP-Stadium and Event Operations (Attended Part I of meeting only) • Julian Sakti, Director for Security Operations (Attended Part I of meeting only) • Jason Montgomery, Senior Manager for Security & Safety Operations (Attended Part I of meeting only)

MEETING MINUTES

Part I. Confidential Public Safety Discussion – 1:00 – 3:00 p.m.

1. July 2 Debrief with City Public Safety and ManCo Security Staff

Part II. Stadium Authority/Stadium Manager Monthly Coordination Meeting – 3:00 – 4:00 p.m.

1. Potential Proclamations for Upcoming Concerts
Discussion regarding potential City proclamations related to August 2023 concerts.

2. Training Camp
a. Dates
b. Noise
c. Shuttle Route

49ers training camp will begin towards the end of July. Stadium Authority staff requested more information on the 49ers training camp to share with the City Council.

3. CapEx Projects
a. Critical Project Approvals Needed Over Next 30-60 Days

Stadium Manager discussed key StadCo and Stadium Authority capital projects, including video boards and ADA design package, that require City permitting in the upcoming months. Stadium Manager will provide the Stadium Authority with a list of these capital projects.

4. Updates from Stadium Manager
a. Financial Performance of Past Non-NFL Events
b. Status of Future Non-NFL Events
o Booked Events
o Pipeline Events
c. Private Parking Agreements
o Executed Private Parking Agreements
o Ongoing Negotiations for Private Parking Agreements

The Stadium Manager provided the most recent 45-day profit and loss statement.

Discussion about various operational items related to events, including concessions, signage, parking and shuttles for attendees, event information on the Levi’s Stadium website, suites, and access to the Stadium during events.

Procurement Policy Follow Up
Date: 07/13/2023; 10:00am to 11:30am
In Person Meeting at Levi’s Stadium: Christine Jung (SCSA), Grace Dougherty (City), and Jenti Vandertuig (ManCo), Alyssa Kutz (ManCo)

1. P otential updates to Stadium Authority Procurement Policy including use of a Procurement Guide, bidding thresholds, and bidding exemptions

2. Demo of ManCo’s contract management platform (Coupa) Weekly Accounting Status Meeting
Date: 07/13/2023; 2:00pm to 2:10pm
Teams Meeting: Brenda Lee (SCSA) and Brent Ghan (ManCo)

1. Capital Expenditure Invoices

2. Perfection Certificate for Stadium Funding Trust

3. KPMG Audit Requests for Stadium Manager

Date: 7/17/2023, 4:00 p.m.

Zoom Meeting:

For Santa Clara Stadium Authority:

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

For Stadium Manager:

Jihad Beauchman

For FIFA:

Michelle Cornell-Davis
Peter Gutierrez
Kendall Johnson
Adam Sullins

For Bay Area Host Committee:

Matthew Richards
Robert Weikert

1. World Cup Information Sharing Agreement

Media Coordination
Date: 07/20/2023; 10:00 a.m. – 10:30 a.m.

Teams Meeting: Jōvan D. Grogan, Ruth Mizobe Shikada, Christine Jung, Wahid Kazem, Michelle Templeton (City/SCSA); Francine Melendez Hughes, Peter Wilhelm (49ers/Stadium Manager)

1. City/Stadium Manager coordination on media inquiries for Non-NFL Events

2. Outreach to neighboring community

3. Potential use of Cloud folder for Non-NFL Event coordination

Weekly Accounting Status Meeting
Date: 07/20/2023; 2:00pm to 2:36pm
Teams Meeting: Brenda Lee (SCSA), Linh Lam (SCSA), Brent Ghan (ManCo) and Caitlin Ritchie (ManCo)

1. Capital Expenditure Invoices

2. Perfection Certificate for Stadium Funding Trust

3. F isal Year 2022/23 Operations and Maintenance True-Up

4. August Operations and Maintenance Invoice

5. F iscal Year 2021/22 and Fiscal Year 2022/23 Insurance Expense

1500 Warburton Avenue | Santa Clara, CA | 95050 | 408.615.2210

STADIUM AUTHORITY / STADIUM MANAGER

MONTHLY COORDINATION MEETING
July 24, 2023 | 3:30 p.m. – 5:00 p.m.

Santa Clara City Hall, CMO Staff Conference Room

ATTENDEES

City/Stadium Authority
• Jōvan D. Grogan, City
Manager/Executive Director
• Ruth Mizobe Shikada, Executive
Director’s Office
• Christine Jung, Assistant to the
Executive Director
• Elycia Knight, Development
Project Manager
49ers/Stadium Manager
• Francine Melendez Hughes,
Executive Vice President &
General Manager
• Peter Wilhelm, Chief Financial
Officer

MEETING MINUTES

1. Debrief on Cancelled July 22 FC Barcelona vs. Juventus Match • Discuss Cancellation Communications
• Implications of the Cancellation
i. Financial Implications
ii. Staff Compensation
iii. Perishable and Wasted Materials/Supplies (I.e., food, dated materials)
• Insurance Coverage

Stadium Manager staff provided information about the unexpected cancellation. They will reach out to Stadium Authority Counsel to coordinate next steps. There were incurred costs, such as minimum staffing, for the cancelled event. There was discussion about insurance coverage for the event. Stadium Manager confirmed that food was prepped for the event but not cooked, and the Stadium concessionaire, Levy, was looking into donating those items. The costs for food will be covered by Levy.

2. July 28-29 Taylor Swift Concerts
a. Tailgating
b. Permitted/Prohibited Items
SCSA

SANTA CLARA STADIUM AUTHORITY

c. Drop-off Areas
d. Public Communications
i. Levi’s Stadium Spokesperson
ii. On-Air Interviews
iii. Consistency: Tweeter vs. Website
e. Other Logistics

Discussion about tailgating at events and whether it has occurred at concerts before, which the Stadium Manager staff said they would follow up on.

Stadium Manager staff clarified that bracelets will be allowed for the event and provided an update that they are working on finalizing the list of permitted and prohibited items. Stadium Manager staff also shared information about the designated parent pickup zone that will be implemented for the concert.

There was discussion about improving the Levi’s Stadium website and increasing public communications and outreach for events, in which the Stadium Manager would be the lead.

3. CapEx/Expeditor
The City will designate a staff person from the City Manager’s Office who can help the Stadium Manager navigate the City permitting process for its upcoming capital projects. The Stadium Manager has a tentative 24-month schedule of those projects.

4. Exterior Signage
Stadium Manager staff is preparing a tracking document for exterior signage at the Stadium which it will share with the Stadium Authority. The exterior signage does not include the Naming Rights Signage.

5. Great America Operations
Discussion about additional coordination with Great America for events and upcoming/potential meetings.

6. BDO/Obsolete Equipment
Stadium Manager staff will provide the Stadium Authority with a draft list of obsolete equipment for review and feedback.

7. Miscellaneous Items
a. Public Relations Coordination
b. Discuss Levi’s Stadium Website

The Stadium Manager will return with more updates on these items at a later time.

SCSA

SANTA CLARA STADIUM AUTHORITY
Date: 7/26/2023, 4:00 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney

For Stadium Manager:

Jihad Beauchman

1. Barcelona/Juventus Match Cancellation (July 22, 2023)

Review Prior Super Bowl Plans
Date: 07/27/2023; 10:30 a.m. – 11:30 a.m.

Zoom Meeting: Jōvan D. Grogan, Ruth Mizobe Shikada, Christine Jung (SCSA); Ruben Torres, Wahid Kazem, Matt Queen (City); Francine Melendez Hughes, Peter Wilhelm, Nelson Ferreira (49ers/Stadium Manager); Zaileen Janmohamed, Becca Smith (Bay Area Host Committee); Aubrey Walton, Kelsey Pietrangelo, Katie Keenan, Helen Roddey (NFL); Todd Barnes, Michael Kinard, Hayley Panas (Populous)

1. Review site plans and planning timelines for Super Bowl 50 and recent Super Bowls

2. Review site plan for upcoming Super Bowl LVIII

3. Proposed timeline and next steps for Super Bowl LX

Date: 7/28/2023, 11:30 a.m.

Phone Call:

For Santa Clara Stadium Authority:

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

For Stadium Manager:

Jihad Beauchman

For FIFA:

Michelle Cornell-Davis
Peter Gutierrez
Kendall Johnson
Adam Sullins

For Bay Area Host Committee:

Matthew Richards
Robert Weikert

1. World Cup Information Sharing Agreement

Date: 8/1/2023, 10:30 a.m.

Teams Meeting:

For Santa Clara Stadium Authority:

Glen Googins, Stadium Authority Counsel

For Stadium Manager:

Jihad Beauchman

1. 49ers Registered City Lobbyists Update

2. Barcelona March Cancellation Issues

Financial Management System
Managed Services Status Meeting
Date: 08/16/2023; 2:00pm to 2:14pm
Zoom Meeting: Brenda Lee (SCSA), David Presley (SCSA), Brent Ghan (ManCo), and Chad Hundley (Armanino)

1. Discussed system review, available support hours and academy courses

2. Discussed InTwo open support tickets

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

4. Discussed version upgrade to 18.6 for Great Plains (available in October 2023)

5. Discussed Armanino assistance to Stadium Manager for year-end close

Weekly Accounting Status Meeting
Date: 08/16/2023; 2:30pm to 3:09pm
Teams Meeting: Brenda Lee (SCSA), Linh Lam (SCSA), Brent Ghan (ManCo) and Caitlin Ritchie (ManCo)

1. Operating and Maintenance Invoice True-up Invoice for fiscal year 2022/23

2. KPMG Audit Samples

3. Discretionary Fund Transfer

4. Stadium Builder License Transfer for 1
st Quarter

Date: 8/24/2023, 11:00 a.m.

Zoom Meeting:

For Santa Clara Stadium Authority:

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

For Stadium Manager:

Jihad Beauchman

For FIFA:

Michelle Cornell-Davis
Peter Gutierrez
Adam Sullins

For Bay Area Host Committee:

Matt Richards
Robert Weikert

1. World Cup Documents – Next Steps Under Information Sharing Agreement

Date: 8/24/2023, 5:00 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney

For Stadium Manager:

Jihad Beauchman

1. ADA training for City employees working at Stadium events

1500 Warburton Avenue | Santa Clara, CA | 95050 | 408.615.2210

STADIUM AUTHORITY / STADIUM MANAGER

MONTHLY COORDINATION MEETING
August 28, 2023 | 3:30 p.m. – 4:15 p.m.

Hybrid Meeting – In Person and MS Teams

ATTENDEES

City/Stadium Authority
• Jōvan D. Grogan, City
Manager/Executive Director
• Ruth Mizobe Shikada, Executive
Director’s Office
• Christine Jung, Assistant to the
Executive Director
• Elycia Knight, Development
Project Manager
• Michelle Templeton, Assistant to
the City Manager
49ers/Stadium Manager
• Francine Melendez Hughes,
Executive Vice President &
General Manager
• Peter Wilhelm, Chief Financial
Officer

MEETING MINUTES

1. N on-NFL Events
a. Beyonce
The Beyonce concert was previously granted a weekday curfew extension to end at 11 p.m. The Stadium Manager communicated the 11 p.m. curfew to Beyonce’s team. Discussion about pending components of the concert run of show, Stadium Manager’s coordination with Great America on the event, and communication about the event and event impacts. b. Ed Sheeran
Stadium Manager provided some general updates about the upcoming September 16
th Ed Sheeran concert.

2. Communications
Stadium Manager staff provided update on points of contact for Levi’s Stadium communications. Discussion about Levi’s Stadium website and including a splash page for Non-NFL events.

3. Process to Resolve Outstanding Items

SCSA

SANTA CLARA STADIUM AUTHORITY

Group discussed potential future meetings to begin discussion of outstanding issues.

4. O verhead Rates (ManCo)
This item was not discussed during the meeting.

5. Revised Project Schedule (ManCo)
Stadium Manager staff provided a revised capital project schedule to Stadium Authority staff for review and coordination.

6. Exterior Signage Overview (ManCo)
Stadium Manager staff provided the status of exterior signage to Stadium Authority staff for review.

7. Additional Endzone Field Level Seats (ManCo)
Stadium Manager staff provided an update of their interest to add additional endzone field level seats. Stadium Authority requested written details for their request.

8. Insurance Policies (SCSA)
This item was not discussed during the meeting.

9. Miscellaneous Items
a. Security and Neighborhood Impact Review Project Schedule Discussion about the draft Statement of Qualification’s scope of work.

Stadium Authority staff will provide a draft of the Statement of Qualification to the Stadium Manager once it has been finalized.

There was discussion on the upcoming September 26 meeting. Stadium Authority staff shared that the September 26 meeting will cover three audit items, an update on FIFA World Cup, an update on Super Bowl 60, and a debrief on the July 2 event.

SCSA

SANTA CLARA STADIUM AUTHORITY
Date: 08/29/2023; 12:00pm to 1:30pm
In Person Meeting: Kenn Lee (SCSA) and Jeff Fong (ManCo)

1. Trust Budget

2. Year-end Audit

3. SCSA Banking

Date: 8/29/2023, 1:00 p.m.

Microsoft Teams:

For Santa Clara Stadium Authority:

Glen Googins, Stadium Authority Counsel
Sujata Reuter, Chief Assistant City Attorney
G aurav Garg, Director of Information Technology

For Stadium Manager:

Jihad Beauchman

For FIFA:

Michelle Cornell-Davis
Peter Gutierrez
Adam Sullins

For Bay Area Host Committee:

Matt Richards
Michael Swiatocha
Robert Weikert

For Intralinks
Greg Joubert

1. Intralinks Software Overview/Demonstration

Weekly Accounting Status Meeting
Date: 08/30/2023; 2:30pm to 2:37pm
Teams Meeting: Brenda Lee (SCSA), Brent Ghan (ManCo) and Caitlin Ritchie (ManCo)

1. Capital Expenditure Invoices

2. September Operating and Maintenance Invoice

3. KMPG Audit

4. Use of StadCo Tenant Improvements

1500 Warburton Avenue | Santa Clara, CA | 95050 | 408.615.2210

9/26 AGENDA ITEMS MEETING
September 6, 2023 | 2:00 p.m. – 4:00 p.m.

Hybrid Meeting – CMO Staff Conference Room, Santa Clara City Hall & MS Teams

ATTENDEES

City/Stadium Authority
• Jōvan D. Grogan, City
Manager/Executive Director
• Ruth Mizobe Shikada, Executive
Director’s Office
• Christine Jung, Assistant to the
Executive Director

Bay Area Host Committee (BAHC)
• Zaileen Janmohamed, President &
CEO (via MS Teams)
49ers/Stadium Manager
• Francine Melendez Hughes,
Executive Vice President &
General Manager
• Peter Wilhelm, Chief Financial
Officer

MEETING MINUTES

1. Super Bowl LX Updates (with Bay Area Host Committee) Report will highlight key updates including meetings with the BAHC, National Football League (NFL), Valley Transportation Authority (VTA), and upcoming items such as the September 25 NFL Security meeting and future NFL site visit.

Stadium Authority staff provided an update on the City/Stadium Authority’s recent meetings with VTA. There was discussion regarding transportation logistics for Super Bowl LX.

2. FIFA World Cup 2026 Updates (with Bay Area Host Committee) Report will highlight key updates such as meetings with the BAHC and VTA, governmental integration, and FIFA documents. There was discussion about key components related to the games that have not been determined yet such as number of matches and the round of play that would impact SEAR rating.

Stadium Authority staff plans to schedule a future meeting with other City Managers of Host Cities.

3. July 2 Debrief
The City’s Police Department will provide an overview of general public safety planning and public safety planning for the July 2 Concacaf Gold Cup event. The report will also describe additional measures that were implemented to mitigate potential incidents at the event such as Police’s visit to a similar double-header SCSA

SANTA CLARA STADIUM AUTHORITY

Concacaf event in Houston, limiting alcohol sales (one drink per transaction), and pouring beverages into cups to limit potential projectiles. There was discussion about the new security contractor, finals vs. friendlies soccer matches, a need for more transparency on how events are booked and negotiated, illegal vending at events, local point of sales provision within the Levy agreement, and collaboration on the external Levi’s Stadium security and neighborhood impact review.

4. FIFA Documents
Stadium Authority staff provided an update on the status of accessing FIFA documents.

5. Ed Sheeran Concert
Concert will begin at 7:00 or 7:30pm and is anticipated to end around 10:30pm.

The Stadium Manager is expecting record number of tickets to be sold.

6. Process to Resolve Issues
Discussion about who should be involved for different types of pending issues.

7. CapEx Projects
City Manager staff and Stadium Manager staff are coordinating to expedite pending Levi’s Stadium capital projects.

8. North and South Endzone Seats
With the replacement of seats, Stadium Manager anticipates additional seats at the North and South endzones that will generate more Stadium Builder’s License (SBL) revenue for the Stadium Authority. Discussion about the approval of the SBLs.

9. Insurance Policies
Discussion about Stadium insurance policies, Stadium Authority receiving a copy of the policy and actual costs, and the fixed rate for insurance costs outlined in the Stadium Lease.

10. Overhead Rates
Discussion about things that factor into the City’s overhead rate, including CalPERS.

11. External Levi’s Stadium Security and Neighborhood Impact Review Discussion about the scope of work for the upcoming external Levi’s Stadium security and neighborhood impact review and sharing the draft scope with Stadium Manager staff before the Statement of Qualifications is posted.

12. Levi’s Stadium Communications
SCSA

SANTA CLARA STADIUM AUTHORITY

Stadium Manager staff provided update on their communications efforts.

Discussion about potential targeted messaging/updates to the adjacent neighborhoods from the Stadium.

13. Confidential Discussion
Confidential discussion regarding a claim.

14. Suites
Discussion about Levi’s Stadium suite inventory.

15. Economic Impact Report
Stadium Manager staff shared that they will soon be releasing a report on Levi’s Stadium’s economic impact to the region.

SCSA

SANTA CLARA STADIUM AUTHORITY
Weekly Accounting Status Meeting
Date: 09/6/2023; 2:30pm to 2:37pm
Teams Meeting: Linh Lam (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo) and Caitlin Ritchie (ManCo)

1. KPMG Audit

2. Fiscal Year 2022/23 Stadium Builder License Sale and Service Expense

3. Payroll Sample for KPMG Audit

Date: 9/7/2023, 1:30 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney

For Stadium Manager:

Jihad Beauchman

1. Barcelona/Juventus Match Cancellation (July 22, 2023)

Miscellaneous Procurement Policy Questions
Date: 09/12/2023; 11:30am to 12:00pm
Teams Meeting: Christine Jung, Grace Dougherty (City/SCSA), and Jenti Vandertuig (Stadium Manager)

1. Procurement questions about Project and Construction Management Firm CapEx Project

2. Status update on potential updates to Stadium Authority Procurement Policy

3. Scheduling separate meeting to discuss Stadium Authority’s access to contracts

4. Potential demo of ManCo’s contract management platform (Coupa) for City departments Weekly Accounting Status Meeting
Date: 09/13/2023; 2:30pm to 2:36pm
Teams Meeting: Linh Lam (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo) and Caitlin Ritchie (ManCo)

1. KPMG Audit

2. US Bank Lender Fee Invoice

Security Review at Levi’s
Date: 09/19/2023; 4:00pm to 4:20pm
Teams Meeting: Jōvan D. Grogan, Christine Jung (SCSA); Francine Melendez Hughes, Peter Wilhelm (49ers/Stadium Manager)

1. Discussion about the proposed scope of work for the entry security review SOQ

2. Coordination/process to address event-related impacts (e.g., trash) in surrounding neighborhood
Date: 09/22/2023; 8:00am to 9:00am
In Person Meeting: Kenn Lee (SCSA), Alex Acton (ManCo) and Jeff Fong (ManCo)

1. Year-end Audit

2. Fourth Quarter Financial Report

3. Trust Budget

Contracts
Date: 09/22/2023; 10:30am to 11:00am
Teams Meeting: Christine Jung, Linh Lam (SCSA), and Jenti Vandertuig (Stadium Authority)

1. Active Shared Stadium Expense and CapEx agreements and purchase orders were uploaded to Egnyte

2. Egnyte access for Stadium Authority staff

3. Demo of Stadium Manager’s Procurement Intranet

4. I dentical or similar procurement information, as seen on the Procurement Intranet, will be shared in the future (goal is end of October 2023)
SBLX – NFL Security Meeting
Date: 09/25/2023; 11:00 a.m. – 12:00 p.m.

Zoom Meeting: Jōvan D. Grogan, Ruth Mizobe Shikada, Christine Jung; Ruben Torres, Derek Rush, Wahid Kazem, Richard Fitting, Matt Queen (City/SCSA); Francine Melendez Hughes (49ers/Stadium Manager); Zaileen Janmohamed, Becca Smith (Bay Area Host Committee); Cathy Lanier, Billy Langenstein, Kelsey Pietrangelo, Katie Keenan, Helen Roddey, Chukwuma Obiora (NFL)

1. Introductions

2. Review NFL security planning process, timelines and key learnings

3. Overview of Santa Clara’s Public Safety Steering Committee

Date: 9/25/2023, 5:00 p.m.

Phone Call:

For Santa Clara Stadium Authority:

Sujata Reuter, Chief Assistant City Attorney

For Stadium Manager:

Jihad Beauchman

1. July 2, 2023 Soccer Event – Security and litigation related questions

Weekly Accounting Status Meeting
Date: 09/27/2023; 2:30pm to 2:33pm
Teams Meeting: Linh Lam (SCSA), Brenda Lee (SCSA), Brent Ghan (ManCo) and Caitlin Ritchie (ManCo)

1. Non-NFL Event Ticket Surcharge

2. Stadium Builder License Transfer for 2
nd Quarter

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1423 Agenda Date: 12/12/2023

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Manager’s Request to Approve an Agreement with Devcon Construction, Inc. for the Aesthetic Improvements - Premium Areas/Special Event Spaces CapEx Project within Stadium Shared Space and Related Budget Amendment

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

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

The Stadium Authority Fiscal Year (FY) 2023/24 Capital Expense (CapEx) Budget includes $999,248 for an Aesthetic Improvements - Premium Areas/Special Event Spaces line item. The project, as described, is to renovate and refresh the premium club spaces (shared space) in the Stadium by replacing carpet and paint in the BNY Clubs, Fii Club, United Club, Yahoo Club, and special event spaces. These club spaces are used for numerous events throughout the year including non-ticketed Non-NFL Events. The high traffic experienced in these spaces have worn on finishes and caused the carpet to near the end of life.

The Stadium Manager is requesting approval for the following actions related to the Aesthetic Improvements - Premium Areas/Special Event Spaces Capital Expense (CapEx) Project:

1. Approve a one-time agreement with Devcon Construction, Inc. in the amount of $1,119,629 for aesthetic improvements;

2. Approve a budget amendment to increase the total budget amount for the Aesthetic Improvements - Premium Areas/Special Event Spaces CapEx Project by $242,855, from $999,248 to $1,242,103;

3. Authorize the Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of the project; and

4. Authorize the Stadium Manager to execute change orders up to $111,963, for a total not to exceed construction agreement amount of $1,231,592.

If approved, the amended line item will cover the costs of the one-time agreement ($1,119,629), a 10% contingency for change orders ($111,963), San Jose Mercury News publication fee ($263), and design ($10,248).

City of Santa Clara Printed on 12/8/2023Page 1 of 3
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23-1423 Agenda Date: 12/12/2023
A Recommendation for Award Memo was submitted describing the project, solicitation process, and Stadium Manager’s request (Attachment 1).

DISCUSSION
Stadium Authority staff reviewed the Stadium Manager’s Recommendation for Award memo, supporting documentation, and draft agreement (Attachment 2) for consistency against the City’s public works bidding practices (City Charter Section 1310). The Stadium Manager’s Request for Bids (RFB) received three responses and the Stadium Manager is recommending award to the lowest responsive and responsible bidder, Devcon Construction, Inc.

Based on the documentation and provided information, staff recommends approval of the Stadium Manager’s request related to the Aesthetic Improvements - Premium Areas/Special Event Spaces CapEx Project.

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

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

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

FISCAL IMPACT
As noted above, the FY 2023/24 CapEx Budget contains $999,248 for the Aesthetic Improvements - Premium Areas/Special Event Spaces CapEx Project. The Stadium Manager’s request will require a budget amendment to increase the line item by $242,855 to a total budget amount of $1,242,103.

The improvements are for share spaces, these capital expenditures are 100% Stadium Authority costs. The table below summarizes the budget amendment as discussed above:

CapEx Project Current Increase/
(Decrease)
Revised
Aesthetic Improvements - Premium
Areas / Special Event Spaces (2022/23
Carryover)
$ 999,248 $ 242,855 $ 1,242,103
Capital Budget Ending Fund Balance $ 6,145,994 $ (242,855) $ 5,903,139City of Santa Clara Printed on 12/8/2023Page 2 of 3 powered by Legistar™
23-1423 Agenda Date: 12/12/2023CapEx Project Current Increase/ (Decrease)
Revised
Aesthetic Improvements - Premium
Areas / Special Event Spaces (2022/23
Carryover)
$ 999,248 $ 242,855 $ 1,242,103
Capital Budget Ending Fund Balance $ 6,145,994 $ (242,855) $ 5,903,139

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

RECOMMENDATION

1. Approve a budget amendment for the Aesthetic Improvements - Premium Areas/Special Event Spaces line item in the Stadium Authority FY 2023/24 CapEx Budget to increase the budget by $242,855 from the Capital Budget Ending Fund Balance, for a total budget amount of $1,242,103;

2. Approve the Stadium Manager’s request to award an agreement to Devcon Construction, Inc. in the amount of $1,119,629 for aesthetic improvements (replacing carpet and paint) at Levi’s Stadium for the Aesthetic Improvements - Premium Areas/Special Event Spaces CapEx Project;

3. Authorize the Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of the project; and

4. Authorize the Stadium Manager to execute change orders for the agreement up to $111,963, for a total not to exceed amount of $1,231,592.

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

ATTACHMENTS

1. Stadium Manager’s Recommendation for Award Memo

2. Draft Agreement with Devcon Construction, Inc.

City of Santa Clara Printed on 12/8/2023Page 3 of 3
powered by Legistar™

1 Date: November 30, 2023

To: Jovan Grogan
Executive Director
Santa Clara Stadium Authority

From: Jenti Vandertuig
Procurement Director
Forty Niners Stadium Management Company LLC

Subject: Recommendation for Award RFB FY23-0057 Levi’s Stadium Aesthetic Improvements – Premium Areas and Special Events Project

Recommendation

1. Recommend approval and award of a one-time contract to Devcon Construction Inc., in the amount of $1,119,629, for the aesthetic improvements - premium areas and special events project at Levi’s Stadium.

2. Recommend a budget augmentation for the aesthetic improvements - premium areas and special events project (Project) of $242,855.32, which will increase the total budget amount for this Project from $999,248 to $1,242,103.32. The Project budget was approved by the Santa Clara Stadium Authority (SCSA) as part of the FY23/24 SCSA Capital Expenditures Budget.

3. Authorize Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project; and

4. Authorize Stadium Manager to execute change orders up to 10% or $111,962.90 for a total not to exceed construction contract amount of $1,231,591.90.

Solicitation Process
Forty Niners Stadium Management Company LLC (Stadium Manager) has a need for aesthetic improvements to the premium and special events areas at Levi’s Stadium (Stadium). The Project was approved as part of the FY23/24 SCSA Capital Expenditures budget.

On October 4, 2023, Stadium Manager issued a Request for Bids (RFB) FY23-0057 for the Project.

Stadium Manager published the RFB on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting a list of contractors on our established supplier list, Stadium Manager also selected contractors registered on the portal with specific commodity codes offering such services.

On October 7, 2023, Stadium Manager published the Notice Inviting Bids for the Project in the San Jose Mercury News publication. Notices were also emailed on October 4, 2023 to the

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
2 Builders’ Exchange of Santa Clara County and Minority Business Consortium to communicate with their respective member communities regarding the solicitation for the Project.

Stadium Manager held a non-mandatory pre-bid conference on October 11, 2023 at 10:00 a.m. (PT) to provide an overview of the Project and answer any questions from prospective bidders.

The RFB provided prospective bidders the option to schedule on-site visits to the Stadium.

Electronic bid submissions were due on or before November 1, 2023 at 3:00 p.m. (PT). Three bids were received on or before the closing due date and time from the following firms:

1. Selway Construction Inc. - $1,585,000

2. CWS Construction Group Inc - $1,655,000

3. Devcon Construction Inc. - $1,119,629

Public Bid Opening
A public bid opening was held on November 1, 2023, at 4:00 p.m. (PT). The RFB provided the public bid opening webcast information including a meeting ID and password for bidders to log on via Zoom to attend. Multiple callers were in attendance. Stadium Manager announced the receipt of the three bids on or before the due date and time, announced the name of the bidders and the base bid amounts and declared Devcon Construction Inc. the apparent low bidder.

The protest period ended on November 8, 2023. There were no protests.

Evaluation of Apparent Low Bidder
Stadium Manager reviewed the bid from Devcon Construction Inc. and determined that the bidder was the lowest responsive and responsible bidder. Supporting documentation on the evaluation of bids has been provided.

Next Steps
The Project was approved as part of the FY23/24 SCSA Capital Expenditures budget. The current approved amount for this Project is $999,248.

Stadium Manager is recommending a budget augmentation to address the following costs for this Project:

1. Devcon Construction Inc. Bid - $1,119,629

2. 10% Contingency Amount for Change Orders - $111,962.90

3. A Publishing Fee - $263.42

4. Design Cost Paid To Date - $3,416

5. Design Cost Incurred to be Paid - $6,832

Once Stadium Manager receives approval from the SCSA Board, a contract (included in the RFB) will be executed with Devcon Construction Inc., and a fully executed copy of the contract will be forwarded to the SCSA. In addition, Stadium Manager requests authorization to issue

3 change orders up to $111,962.90 or 10% of the Project cost which will allow Stadium Manager to take timely administrative action if required and not delay completion of the Project.

Supporting documentation has been provided for review and approval. The cost for advertising the RFB in the San Jose Mercury News publication for one day is $263.42. Stadium Manager’s request to publish legal notices in the San Jose Mercury News for various solicitations, including public works, was approved by the SCSA Board on July 13, 2021. This Project is a public works project.

Submitted By: __________________________________ Date: ___________________ Jenti Vandertuig, Procurement Director

11/30/2023
~
DocuSigned by:
~\I~
A4B5666F5BF 14 7D ...

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-1- 00 52 13 – CONTRACT

00 52 13 – CONTRACT
This CONTRACT, No. ________ is made and entered into this ____ day of _______, ______, by and between Forty Niners Stadium Management Company LLC, sometimes hereinafter called “Stadium Manager,” and _______________________________________________, sometimes hereinafter called “Contractor.”
WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows:
a. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Section (e), below, for the following Project:

Levi’s Stadium Aesthetic Improvements – Premium Areas and Special Event Spaces Project
The Contractor and its surety shall be liable to the Stadium Manager for any damages arising as a result of the Contractor’s failure to comply with this obligation. b. TIME FOR COMPLETION. Time is of the essence in the performance of the Work. The Work s
hall be commenced on the date stated in the Stadium Manager’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within ninety (90) calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.
c. CONTRACT
PRICE. The Stadium Manager shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of ____________________________________________________________________ Dollars ($_________________________________). Payment shall be made as set forth in the General Conditions.
d. LIQUIDATED DAMAGES. In accordance with Government Code Section 53069.85, it is agreed that the Contractor will pay the Stadium Manager the sum set forth in Section 00 73 13, Article 1.11 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the Stadium Manager may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents. e. COMPONENT
PARTS OF THE CONTRACT. The “Contract Documents” include the following:

Notice Inviting Bids
Instructions to Bidders
Bid Form

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-2- 00 52 13 – CONTRACT

Bid Bond
Designation of Subcontractors
Information Required of Bidders
Non-Collusion Declaration Form
Iran Contracting Act Certification
Public Works Contractor Registration Certification
Performance Bond
Payment (Labor and Materials) Bond
General Conditions
Special Conditions
General Requirements
Technical Specifications
Addenda
Plans and Specifications
Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9
Procurement and Contract Process Integrity and Conflict of Interest Guidelines Levi’s Stadium Jobsite Rules
Approved and fully executed change orders
Any other documents contained in or incorporated into the Contract The Contractor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.
f. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE . Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work.
g. INDEMNIFICATION. Contractor shall provide indemnification and defense as set forth in the General C
onditions.
h. PREVAILING
WAGES; PROOF OF COMPLIANCE. It shall be Contractor’s sole responsibility to comply with, and maintain adequate records of its adherence to, all applicable state prevailing wage requirement. Contractor is responsible for maintaining and providing the following documentation to Stadium Manager for review and approval within the timeframes specified below.

1. Division
of Apprenticeship Standards (DAS) 140 Form (applicable if Contract Price is
$30,000 or more). Contractor, on behalf of itself and its subcontractors, must provide a copy of DAS 140 forms filed with the appropriate apprenticeship committee(s) the earlier of Contractor’s first application for payment for Work performed under this Contract or ten (10) Days of Contract execution.

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-3- 00 52 13 – CONTRACT

2. DAS 142 Form (applicable if Contract Price is $30,000 or more). Contractor, on behalf of its
elf and its subcontractors, must provide a copy of DAS 142 forms filed with the appropriate apprenticeship committee(s) or evidence of an approved exemption with its first application for payment for Work involving an apprenticeable craft or trade classification – additional DAS 142 forms or evidence of approved exemptions must be provided following this initial submission with future applications for payment in the event those applications are for Work involving an apprenticeable craft or trade classification not covered under the first application for payment.

3. California Apprenticeship Council (CAC) Form CAC-2; Training Fee Contributi ons
(applicable if Contract Price is $30,000 or more). Contractor, on behalf of itself and its subcon
tractors, must submit evidence of mandatory training contributions required under Labor Code section 1777.5, as it may be amended from time to time, via submission of completed Form CAC-2 and/or confirmation of payment to a valid union trust fund with each application for payment submitted to Stadium Manager.

4. Certified
Payroll Records; Statement of Compliance. Contractor, on behalf of itself and its subcontractors, must submit complete payroll records on forms substantially similar to the Department of Industrial Relations Form A -1-131 with each application for payment submitted to Stadium Manager. Each set of certified payroll records submitted to Stadium Manager with any application for payment must be accompanied by a signed Statement of Compliance certifying the information on the certified payroll records is true and correct. For the period covered by any application for payment in which Contractor and its subcontractors did not perform Work, Contractor must additionally submit a signed Statement of Non-Performance certifying no work was performed. Contractors are advised the submission of electronic certified payroll records to the Department of Industrial Relations via the eCPR system is not an acceptable substitute to maintaining and providing full certified payroll records as required by this provision and applicable law.

5. Fringe Benefit
Statement. Contractor, on behalf of itself and its subcontractors, must submit complete Fringe Benefit Statement(s) for the crafts and trade classifications utilized to perform the Work covered by any application for payment.

All Fringe Benefit Statements must be submitted with the application for payment to which each applies.

6. Demand for C
ompliance Records. At any time during or subsequent to the full performanc
e of the Work under this Contract and in addition to the obligations set forth above, Stadium Manager and/or the Santa Clara Stadium Authority may require Contractor to produce and or correct and re- submit any prevailing wage compliance records, which must be reviewed and approved by Stadium Manager and/or the Santa Clara Stadium Authority, prior to full release of payment.

7. Withholding fo
r Non-Compliance. In the event Contractor or any subcontractor is found not t
o be in compliance with the foregoing requirements for any application for payment whether for progress payments or final payment, Stadium Manager

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-4- 00 52 13 – CONTRACT

has the right to withhold up to ten percent (10%) of the amount owed to Contractor under the affected application for payment until full compliance is achieved.

Contractor acknowledges and agrees the foregoing amount is a reasonable estimate of the value of the documentation specified above.

IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

FORTY NINERS STADIUM [ INSERT NAME OF CONTRACTOR]

MANAGEMENT COMPANY LLC

By: By:

Peter Wilhelm
Chief Financial Officer Its:

Printed Name:

(CONTRACTOR’S SIGNATURE MUST BE

NOTARIZED AND CORPORATE

SEAL AFFIXED, IF APPLICABLE)

END OF CONTRACT

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-5- 00 52 13 – CONTRACT

Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer

Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-6- 00 61 13 – BOND FORMS

00 61 13 – BOND FORMS

1.1 Performance Bond.

KNOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the Forty Niners Stadium Management Company LLC, (hereinafter referred to as “Stadium Manager”) has awarded to _________________________ (hereinafter referred to as the “C ontractor”) an agreement for the Levi’s Stadium Aesthetic Improvements – Premium Areas and Special Event Spaces Project (hereinafter referred to as the “Project”).

WHEREAS, the work to be performed by the Contractor is mor e particularly set forth in the Contract Documents for the Project (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents.

NOW, THEREFORE, we, __ ____________________, the undersigned Contractor and ________________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Stadium Manager in the sum of ___________________________ DOLLARS, ($____________), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the guarantee of all materials and workmanship; and shall indemnify and save harmless the Indemnified Parties as stipulated and defined in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by Stadium Manager in enforcing such obligation.

As a condition precedent to the satisfactory completion of the C ontract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by Stadium Manager, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Stadium Manager from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the Stadium Manager’s rights or the

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-7- 00 61 13 – BOND FORMS

Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure Section 337.15.

Whenever Contractor shall be, and is declared by the Stadium Manager to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Stadium Manager’s option:
i. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or
ii. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Stadium Manager , and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.
iii. Permit the Stadium Manager to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Stadium Manager under the Contract and any modification thereto, less any amount previously paid by the Stadium Manager to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the Stadium Manager may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the Stadium Manager, when declaring the Contractor in default, notifies Surety of the Stadium Manager’s objection to Contractor’s further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project.

By their signatures hereunder, Surety and Contractor hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-8- 00 61 13 – BOND FORMS

IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20___.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

The rate of premium on this bond is ____________ per thousand. The total amount of premium charges is $_______________________________.
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety) ___________________________________________ ___________________________________________
___________________________________________
(Name and Address of Agent or ___________________________________________ Representative for service of ___________________________________________ process in California, if different ___________________________________________ from above)
(Telephone number of Surety ___________________________________________ and Agent or Representative for
service of process in California)

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-9- 00 61 13 – BOND FORMS

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer

Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-10- 00 61 13 – BOND FORMS

STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer

Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of Attorney to local representatives of the bonding company must also be attached.

END OF PERFORMANCE BOND

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-11- 00 61 13 – BOND FORMS

1.2 Payment Bond (Labor and Materials).

KNOW ALL MEN BY THESE PRESENTS That
WHEREAS, the Forty Niners Stadium Management Company LLC (hereinafter designated as the “Stadium Manager”), by action taken or a resolution passed ___________________ , 20_____, has awarded to ________________________ hereinafter designated as the “Principal,” a contract for the work described as follows: Levi’s Stadium Aesthetic Improvements – Premium Areas and Special Event Spaces Project (the “Project”); and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the Stadium Manager in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Civil Code Section 9100, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Revenue and Taxation Code Section 18663, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the Stadium Manager in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses.

This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-12- 00 61 13 – BOND FORMS

otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or Stadium Manager and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Civil Code Section 9100, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned, including but not limited to the provisions of Sections 2819 and 2845 of the California Civil Code.

By their signatures hereunder, Surety and Principal hereby confirm under penalty of perjury that surety is an admitted surety insurer authorized to do business in the State of California.

IN WITNESS WHEREOF, we ha ve hereunto set our hands and seals this _______ day of ______________, 20__.
(Corporate Seal)
Contractor/ Principal
By
Title
(Corporate Seal)
Surety
By
Attorney-in-Fact

Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.

NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.

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STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer

Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for Contractor/Principal.

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STATE OF CALIFORNIA
COUNTY OF ______________
On , 20___, before me, _______________________________, Notary Public, personally

appeared , who proved to me on the basis of satisfactory

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT  Individual
 Corporate Officer

Title(s) Title or Type of Document
 Partner(s)  Limited
 General Number of Pages
 Attorney-In-Fact
 Trustee(s)
 Guardian/Conservator Date of Document
 Other:

Signer is representing:

Name Of Person(s) Or Entity(ies)

Signer(s) Other Than Named Above
NOTE: This acknowledgment is to be completed for the Attorney-in-Fact. The Power-of-Attorney to local representatives of the bonding company must also be attached.

END OF PAYMENT BOND

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00 72 13 – GENERAL CONDITIONS
ARTICLE 1. DEFINED TERMS
Whenever used in the Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined below, terms w ith initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

A. Act of God – An earthquake of magnitude of 3.5 or higher on the Richter scale or a tidal wave.

B. Addenda -- Written or graphic instruments issued prior to the submission of Bids which clarify, correct, or change the Contract Documents.

C. Additional Work -- New or unforeseen work will be classified as “Additional Work” when the Stadium Manager’s Representative determines that it is not covered by the Contract.

D. Applicable Laws -- T he laws, statutes, ordinances, rules, codes, regulations, permits, and licenses of any kind, issued by local, state or federal governmental authorities or private authorities with jurisdiction (including utilities), to the extent they apply to the Work.

E. Bid -- The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices and other terms for the Work to be performed.

F. Bidder -- The individual or entity who submits a Bid directly to the Stadium Manager.

G. Change Order (“CO”) -- A document that authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Contract, in accordance with the Contract Documents and in the form contained in the Contract Documents.

H. Change Order Request (“COR”) -- A request made by the Contractor for an adjustment in the Contract Price and/or Contract Times as the result of a Contractor-claimed change to the Work. This term may also be referred to as a Change Order Proposal (“COP”), or Request for Change (“RFC”).

I. Claim -- A demand or assertion by the Stadium Manager or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim.

J. Contract -- The entire integrated written agreement between the Stadium Manager and Contractor concerning the Work. “Contract” may be used interchangeably with “Agreement” in the Contract Documents. The Contract supersedes prior

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negotiations, representations, or agreements, whether written or oral, and includes all Contract Documents.

K. Contract Documents -- The documents listed in Section 00 52 13, Article 5. Some documents provided by the Stadium Manager to the Bidders and Contractor, including but not limited to reports and drawings of subsurface and physical conditions are not Contract Documents.

L. Contract Price -- Amount to be paid by the Stadium Manager to the Contractor as full compensation for the performance of the Contract and completion of the Work, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs.

M. Contract Times -- The number of days or the dates stated in the Contract Documents to: achieve defined Milestones, if any; and to complete the Work so that it is ready for final payment.

N. Contractor -- The individual or entity with which the Stadium Manager has contracted for performance of the Work.

O. Contractor’s Designated On- Site Representative -- The Contractor’s Designated On-Site Representative will be as identified during the preconstruction conference pursuant to Article 3 in Section 00 72 13 and shall not be changed without prior written consent of the Stadium Manager.

P. Critical Supply Shortage -- An unusual shortage in materials that is (a) supported by documented proof that Contractor made every effort to obtain such materials from all available sources; (b) such shortage is due to the fact that such materials are not physically available from single or multiple sources or could have been obtained only at exorbitant prices entirely inconsistent with current and standard rates taking into account the quantities involved and the usual industry practices in obtaining such quantities; and (c) such shortages and the difficulties in obtaining alternate sources of materials could not have been known or anticipated by Contractor at the time it submitted its bid or entered the Contract. Market fluctuations in prices of materials, whether or not resulting from a Force Majeure Event, does not constitute a Critical Supply Shortage.

Q. Daily Rate -- The Daily Rate stipulated in the Contract Documents as full compensation to the Contractor due to the Stadium Manager’s unreasonable delay to the Project that was not contemplated by the parties.

R. Day -- A calendar day of 24 hours measured from midnight to the next midnight.

S. Defective Work -- Work that is unsatisfactory, faulty, or deficient; or that does not conform to the Contract Documents; or that does not meet the requirements of any inspection, reference standard, test, or approval referenced in the Contract Documents.

T. Demobilization -- The complete dismantling and removal by the Contractor of all of the Contractor’s temporary facilities, equipment, and personnel at the Site.

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U. Drawings -- That part of the Contract Documents prepared by the Stadium Manager which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined.

V. Effective Date of the Contract -- The date indicated in the Contract on which it becomes effective, but if no such date is indicated, it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver.

W. Force Majeure Event -- An event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the Site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); (4) pandemics, epidemics or quarantine restrictions; (5) strikes and other organized labor action occurring at the Site and the effects thereof on the Work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its Subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (6) a Critical Supply Shortage. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of governmental authorities with jurisdiction over the Project.

X. Green Book -- The current edition of the Standard Specifications for Public Works Construction.

Y. Hazardous Waste -- The term “Hazardous Waste” shall have the meaning provided in Section 104 of the Solid Waste Disposal Act (42 U.S.C. § 6903) as amended from time to time or, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a class I, class II, or class III disposal site in accordance with provisions of existing law, whichever is more restrictive.

Z. Holiday – The Holidays occur on:

New Year’s Day - January 1
President’s Day – Third Monday in February
Memorial Day - Last Monday in May
Independence Day - July 4
Labor Day - First Monday in September
Veteran’s Day - November 11
Thanksgiving Day - Fourth Thursday in November
Friday after Thanksgiving
Christmas Eve – December 24
Christmas Day - December 25
Day After Christmas – December 26
New Year’s Eve – December 31

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If any Holiday listed above falls on a Saturday, Saturday and the preceding Friday are both Holidays. If the Holiday should fall on a Sunday, Sunday and the following Monday are both Holidays.

AA. Indemnified Parties – The Stadium Manager, the Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, employees, agents and authorized volunteers, each tenant and event promoter of Levi’s Stadium, and any mortgagee, bond trustee or other financial institution from time to time holding a line or indenture upon an interest in Levi’s Stadium, and each of them.

BB. Notice of Award -- The written notice by the Stadium Manager to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, the Stadium Manager will sign and deliver the Contract.

CC. Notice of Completion -- The form which may be executed by the Stadium Manager and recorded by the county where the Project is located constituting final acceptance of the Project.

DD. Notice to Proceed -- A written notice given by the Stadium Manager to Contractor fixing the date on which the Contractor may proceed with the Work and when Contract Times will commence to run.

EE. Project -- The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part.

FF. Recyclable Waste Materials -- Materials removed from the Site which are required to be diverted to a recycling center rather than an area landfill. Recyclable Waste Materials include asphalt, concrete, brick, concrete block, and rock.

GG. Schedule of Submittals -- A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to facilitate scheduled performance of related construction activities.

HH. Shop Drawings -- All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work.

II. Specifications -- That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto.

JJ. Stadium Manager -- The Forty Niners Stadium Management Company LLC.

KK. Stadium Manager’s Representative -- The individual, partnership, corporation, joint venture, or other legal entity named as such in Section 00 73 13, Article 1.1. or any succeeding entity designated by the Stadium Manager acting either directly or through properly authorized agents, such agents acting severally within the scope

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of the particular duties entrusted to them. On all questions concerning the acceptance of materials, machinery, the classifications of material, the execution of work, conflicting interest of the contractors performing related work and the determination of costs, the decision of the Stadium Manager’s Representative, duly authorized by the Stadium Manager, shall be binding and final upon both parties.

LL. Stop Payment Notice -- A written notice as defined in Civil Code Section 8044.

MM. Subcontractor -- An individual or entity other than a Contractor having a contract with any other entity than the Stadium Manager for performance of any portion of the Work at the Site.

NN. Submittal -- Written and graphic information and physical samples prepared and supplied by the Contractor demonstrating various portions of the Work.

OO. Successful Bidder -- The Bidder submitting a responsive Bid to whom the Stadium Manager makes an award.

PP. Supplier -- A manufacturer, fabricator, supplier, distributor, material man, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment used in the performance of the Work or to be incorporated in the Work.

QQ. Underground Facilities -- All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

RR. Unit Price Work -- Work to be paid for on the basis of unit prices as provided by the Contractor in its bid or as adjusted in accordance with the Contract Documents.

SS. Warranty -- A written guarantee provided to the Stadium Manager by the Contractor that the Work will remain free of defects and suitable for its intended use for the period required by the Contract Documents or the longest period permitted by the law of this State, whichever is longer.

TT. Work -- The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents.

ARTICLE 2. CONTRACT DOCUMENTS
A. Contract Documents. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all.

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B. Interpretations. The Contract Documents are intended to be fully cooperative and complementary. If the Contractor observes that any documents are in conflict, the Contractor shall promptly notify the Stadium Manager’s Representative in writing. In case of conflicts between the Contract Documents, the order of precedence shall be as follows:

1. Change Orders, most recent first

2. Addenda, most recent first

3. Procurement and Contract Process Integrity and Conflict of Interest Guidelines

4. Levi’s Stadium Jobsite Duties

5. Special Conditions

6. General Requirements

7. Technical Specifications

8. Plans (Contract Drawings)

9. Contract

10. General Conditions

11. Instructions to Bidders

12. Notice Inviting Bids

13. Contractor’s Bid Forms

14. Standard Specifications for Public Works Construction (Sections 1-9 Excluded)

15. Standard Drawings

16. Reference Documents
With reference to the Drawings, the order of precedence shall be as follows:

1. Figures govern over scaled dimensions

2. Detail drawings govern over general drawings

3. Addenda or Change Order drawings govern over Contract Drawings

4. Contract Drawings govern over Standard Drawings

5. Contract Drawings govern over Shop Drawings
C. Conflicts in Contract Documents. Notwithstanding the orders of precedence established above, in the event of conflicts, the higher standard, higher quality, and most expensive shall always apply.

D. Organization of Contract Documents. Organization of the Contract Documents into divisions, sections, and articles, and arrangement of drawings shall not control the Contractor in dividing Project Work among subcontractors or in establishing the extent of Work to be performed by any trade.

ARTICLE 3. PRECONSTRUCTION AND CONSTRUCTION COMMUNICATION Before any Work at the site is started, a conference attended by the Stadium Manager, Contractor, Stadium Manager’s Representative, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to herein, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records.

At this conference the Stadium Manager and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities

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under the Contract. Such individuals shall have the authority to transmit instructions, receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party.

The authorized representatives of Stadium Manager, Contractor and others as appropriate must meet weekly at the Project site at a location designated by Stadium Manager to keep abreast of construction activities and maintain familiarity with the progress of the Work as well as address any other Project related issues. Stadium Manager may waive the scheduled weekly meeting in Stadium Manager’s discretion. Contractor is responsible for writing and distributing meeting minutes, which shall at a minimum include information regarding the following: (1) Project name and location; (2) Name of preparer of the minutes and position in Contractor’s organization; (3) Meeting number, time and date; (4) List of attendees and what entity each represents; (5) total contract time elapsed since Notice to Proceed – to be reported in calendar days; (6) anticipated date of completion of the Work; (6) a summary of each item addressed in the meeting organized chronologically based on when it was discussed during the meeting; and (7) any other information Stadium Manager deems appropriate to be included in the meeting minutes. The meeting minutes shall be submitted by Contractor to Stadium Manager for review and verification within two (2) business days of the date of the meeting. Stadium Manager may direct Contractor to revise the meeting minutes to the extent there are factual inaccuracies or inconsistencies therein.

ARTICLE 4. CONTRACT DOCUMENTS: COPIES & MAINTENANCE
Contractor will be furnished free of charge, an electronic copy of the Contract Documents.

Contractor shall maintain a clean, undamaged set of Contract Documents, including submittals, at the Project site.

ARTICLE 5. EXAMINATION OF DRAWINGS, SPECIFICATIONS AND SITE OF WORK A. Examination of Contract Documents. Before commencing any portion of the Work, Contractor shall again carefully examine all applicable Contract Documents, the Project site, and other information given to Contractor as to materials and methods of construction and other Project requirements. Contractor shall immediately notify the Stadium Manager’s Representative of any potential error, inconsistency, ambiguity, conflict, or lack of detail or explanation. If Contractor performs, permits, or causes the performance of any Work which is in error, inconsistent or ambiguous, or not sufficiently detailed or explained, Contractor shall bear any and all resulting costs, including, without limitation, the cost of correction. In no case shall the Contractor or any subcontractor proceed with Work if uncertain as to the applicable requirements.

B. Additional Instructions. After notification of any error, inconsistency, ambiguity, conflict, or lack of detail or explanation, the Stadium Manager’s Representative will provide any required additional instructions, by means of drawings or other written direction, necessary for proper execution of Work.

C. Quality of Parts, Construction and Finish. All parts of the Work shall be of the best quality of their respective kinds and the Contractor must use all diligence to inform itself fully as to the required construction and finish.

D. Contractor’s Variation from Contract Document Requirements. If it is found that the Contractor has varied from the requirements of the Contract Documents including

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the requirement to comply with all applicable laws, ordinances, rules and regulations, the Stadium Manager’s Representative may at any time, before or after completion of the Work, order the improper Work removed, remade or replaced by the Contractor at the Contractor’s expense.

ARTICLE 6. MOBILIZATION
A. When a bid item is included in the Bid Form for mobilization, the costs of Work in advance of construction operations and not directly attributable to any specific bid item will be included in the progress estimate (“Initial Mobilization”). When no bid item is provided for “Initial Mobilization,” payment for such costs will be deemed to be included in the other items of the Work.

B. Payment for Initial Mobilization based on the lump sum provided in the Bid Form, which shall constitute full compensation for all such Work. No payment for Initial Mobilization will be made until all of the listed items have been completed to the satisfaction of the Stadium Manager’s Representative. The scope of the Work included under Initial Mobilization shall include, but shall not be limited to, the following principal items:

1. Obtaining and paying for all bonds, insurance, and permits.

2. Moving on to the Project site of all Contractor’s plant and equipment required for the first month’s operations.

3. Installing temporary construction power, wiring, and lighting facilities, as applicable.

4. Establishing fire protection system, as applicable.

5. Developing and installing a construction water supply, if applicable.

6. Providing and maintaining the field office trailers for the Contractor, if necessary, and the Stadium Manager’s Representative (if specified), complete, with all specified furnishings and utility services.

7. Furnishing, installing, and maintaining all storage buildings or sheds required for temporary storage of products, equipment, or materials that have not yet been installed in the Work. All such storage shall meet manufacturer’s specified storage requirements, and the specific provisions of the specifications, including temperature and humidity control, if recommended by the manufacturer, and for all security.

8. Arranging for and erection of Contractor’s work and storage yard.

9. Posting all OSHA required notices and establishment of safety programs per Cal- OSHA.

10. Full-time presence of Contractor’s superintendent at the job site as required herein.

11. Submittal of Construction Schedule as required by the Contract Documents.

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ARTICLE 7. EXISTENCE OF UTILITIES AT THE WORK SITE
A. The Stadium Manager has endeavored to determine the existence of utilities at the Project site from the records of the owners of known utili ties in the vicinity of the Project. The positions of these utilities as derived from such records are shown on the Plans.

B. Unless indicated otherwise on the Plans and Specifications, no excavations were made to verify the locations shown for underground utilities. The service connections to these utilities are not shown on the Plans. Water service connections may be shown on the Plans showing general locations of such connections. It shall be the responsibility of the Contractor to determine the exact location of all service connections. The Contractor shall make its own investigations, including exploratory excavations, to determine the locations and type of service connections, prior to commencing Work which could result in damage to such utilities. The Contractor shall immediately notify the Stadium Manager in writing of any utility discovered in a different position than shown on the Plans or which is not shown on the Plans.

C. If applicable, all water meters, water valves, fire hydrants, electrical uti lity vaults, telephone vaults, gas utility valves, and other subsurface structures shall be relocated or adjusted to final grade by the Contractor. Locations of existing utilities shown on the Plans are approximate and may not be complete. The Contractor shall be responsible for coordinating its Work with all utility companies during the construction of the Work.

D. Notwithstanding the above, pursuant to Section 4215 of the Government Code, the Stadium Manager has the responsibility to identify, with reasonable accuracy, main or trunkline facilities on the plans and specifications. In the event that main or trunkline utility facilities are not identified with reasonable accuracy in the plans and specifications made a part of the invitation for Bids, the Stadium Manager shall assume the responsibility for their timely removal, relocation, or protection.

E. Contractor, except in an emergency, shall contact the appropriate regional notification center, California Underground Service Alert at 811 or 1- 800-227-2600 or on-line at www.digalert.org at least two working days prior to commencing any excavation if the excavation will be performed in an area which is known, or reasonably should be known, to contain subsurface installations other than the underground facilities owned or operated by the Stadium Manager, and obtain an inquiry identification number from that notification center. No excavation shall be commenced or carried out by the Contractor unless such an inquiry identification number has been assigned to the Contractor or any subcontractor of the Contractor and the Stadium Manager has been given the identification number by the Contractor.

ARTICLE 8. SOILS INVESTIGATIONS
A. Reports and Drawings. The Special Conditions identify:

1. those reports known to the Stadium Manager of e xplorations and tests of subsurface conditions at or contiguous to the site; and

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2. those drawings known to the Stadium Manager of physical conditions relating to existing surface or subsurface structures at the site (except Underground Facilities).

B. Limited Reliance by Contractor on Technical Data Authorized. Contractor may rely upon the accuracy of the “technical data” contained in such reports and drawings, which were expressly not created or obtained to evaluate or assist in the evaluation of constructability, and are not Contract Documents. Contractor shall make its own interpretation of the “technical data” and shall be solely responsible for any such interpretations. Except for reliance on the accuracy of such “technical data,” Contractor may not rely upon or make any claim against the Stadium Manager or Stadium Manager ’s Representative, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, with respect to:

1. the completeness of such reports and drawings for Contractor’s purposes, including without limitation any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or

2. other data, interpretations, opinions, conclusions and information contained in such reports or shown or indicated in such drawings; or

3. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information.

ARTICLE 9. CONTRACTOR’S SUPERVISION
Contractor shall continuously keep at the Project site, a competent and experienced full -time Project superintendent acceptable to the Stadium Manager. Superintendent must be able to proficiently speak, read and write in English and shall have the authority to make decisions on behalf of the Contractor. Contractor shall continuously provide efficient supervision of the Project.

ARTICLE 10. WORKERS
A. Contractor shall at all times enforce strict discipline and good order among i ts employees. Contractor shall not employ on the Project any unfit person or any one not skilled in the Work assigned to him or her.

B. Any person in the employ of the Contractor whom the Stadium Manager may deem incompetent or unfit shall be dismissed from the Work and shall not be employed on this Project.

ARTICLE 11. INDEPENDENT CONTRACTORS
Contractor shall be an independent contractor for the Stadium Manager and not an employee.

Contractor understands and agrees that it and all of its employees shall not be considered officers, employees, or agents of Stadium Manager and are not entitled to benefits of any kind normally provided employees of Stadium Manager , including but not limited to, state unemployment compensation or workers’ compensation. Contractor assumes full responsibility for the acts and omissions of its employees or agents related to the Work.

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ARTICLE 12. SUBCONTRACTS
A. Contractor agrees to bind every subcontractor to the terms of the Contract Documents as far as such terms are applicable to subcontractor’s portion of the Work. Contractor shall be as fully responsible to the Stadium Manager for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by its subcontractors, as Contractor is for acts and omissions of persons directly employed by Contractor. Nothing contained in these Contract Documents shall create any contractual relationship between any subcontractor and the Stadium Manager.

B. The Stadium Manager reserves the right to accept all subcontractors. The Stadium Manager’s acceptance of any subcontractor under this Contract shall not in any way relieve Contractor of its obligations in the Contract Documents.

C. Prior to substituting any subcontractor listed in the Bid Forms, Contractor must comply with the requirements of the Subletting and Subcontracting Fair Practices Act pursuant to California Public Contract Code Section 4100 et seq.

ARTICLE 13. VERIFICATION OF EMPLOYMENT ELIGIBILITY
By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors, sub- subcontractors and consultants to comply with the same. Each person executing this Contract on behalf of Contractor verifies that he or she is a duly authorized officer of Contractor and that any of the following shall be grounds for the Stadium Manager to terminate the Contract for cause: (1) failure of the Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in this Article; (2) any misrepresentation or material omission concerning compliance with such requirements; or (3) failure to immediately remove from the Work any person found not to be in compliance with such requirements.

ARTICLE 14. REQUESTS FOR SUBSTITUTION
A. For the purposes of this provision, the term “substitution” shall mean the substitution of any material, method or service substantially equal to or better in every respect to that indicated in the Standard Specifications or otherwise referenced herein.

B. Pursuant to Public Contract Code Section 3400(b), the Stadium Manager may make a finding that is described in the Notice Inviting Bids that designates certain products, things, or services by specific brand or trade name.

C. Unless specifically designated in the Special Conditions, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such specifications shall be deemed to be used for the purpose of facilitating the description of the material, process, or article desired and shall be deemed to be followed by the words “or equal.” Contractor may, unless otherwise stated, offer for substitution any material, process, or article which may be substantially equal to or better in every respect to that so indicated or specified in the Contract

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Documents. However, the Stadium Manager has adopted uniform standards for certain materials, processes, and articles.

D. The Contractor shall submit substitution requests, together with substantiating data, for substitution of any “or equal” material, process, or article no later than the amount of calendar days prior to the bid submission deadline set forth in the Notice Inviting Bids as it may be amended. Provisions regarding submission of substitution requests shall not in any way authorize an extension of time for the performance of this Contract.

If a substitution request is rejected by the Stadium Manager, the Contractor shall provide the material, method or service specified herein. The Stadium Manager shall not be responsible for any costs incurred by the Contractor associated with substitution requests. The burden of proof as to the equality of any material, process, or article shall rest with the Contractor. The Stadium Manager’s Representativ e has the complete and sole discretion to determine if a material, process, or article is substantially equal to or better than that specified and to approve or reject all substitution requests.

E. Substantiating data as described above shall include, at a mi nimum, the following information:

1. A signed Request Approved Equals Form from the Contractor stating that the material, process, or article proposed as a substitution is substantially equal to or better than that specified in every way except as may be listed on the form.

2. Illustrations, specifications, catalog cut sheets, and any other relevant data required to prove that the material, process, or article is substantially equal to or better than that specified.

3. A statement of the cost implications of the substitution being requested, indicating whether and why the proposed substitution will reduce or increase the amount of the Contract.

4. Information detailing the durability and lifecycle costs of the proposed substitution.

F. Failure to submit all the required substantiating data detailed above in a timely manner so that the substitution request can be adequately reviewed may result in rejection of the substitution request. The Stadium Manager’s Representative is not obligated to review multiple submittals related the same substitution request resulting from the Contractor’s failure to initially submit a complete package.

G. Time limitations within this Article shall be strictly complied with and in no case will an extension of time for completion of the contract be granted because of Contractor’s failure to provide substitution requests at the time and in the manner described herein.

H. The Contractor shall bear the costs of all Stadium Manager work associated with the review of substitution requests.

I. If substitution requests approved by the Stadium Manager’s Representative require that Contractor furnish materials, methods or services more expensive than that specified, the increased costs shall be borne by Contractor.

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ARTICLE 15. SHOP DRAWINGS
A. Contractor shall check and verify all field measurements and shall submit with such promptness as to provide adequate time for review and cause no delay in its own Work or in that of any other contractor, subcontractor, or worker on the Project, six (6) copies of all shop drawings, calculations, schedules, and materials list, and all other provisions required by the Contract Documents. Contractor shall sign all submi ttals affirming that submittals have been reviewed and approved by Contractor prior to submission to Stadium Manager’s Representative. Each signed submittal shall affirm that the submittal meets all the requirements of the Contract Documents except as specifically and clearly noted and listed on the transmittal letter of the submittal.

B. Contractor shall make any corrections required by the Stadium Manager’s Representative, and file with the Stadium Manager’s Representative six (6) corrected copies each, and furnish such other copies as may be needed for completion of the Work. Stadium Manager’s Representative’s acceptance of shop drawings shall not relieve Contractor from responsibility for deviations from the Contract Documents unless Contractor has, in writing, called Stadium Manager's Representative’s attention to such deviations at time of submission and has secured the Stadium Manager's Representative’s written acceptance. Stadium Manager's Representative’s acceptance of shop drawings shall not relieve Contractor from responsibility for errors in shop drawings.

ARTICLE 16. SUBMITTALS
A. Contractor shall furnish to the Stadium Manager’s Representative for approval, prior to purchasing or commencing any Work, a log of all samples, material lists and certifications, mix designs, schedules, and other submittals, as required in the Contract Documents. The log shall indicate whether samples will be provided in accordance with other provisions of this Contract.

B. Contractor will provide samples and submittals, together with catalogs and supporting data required by the Stadium Manager’s Representative, to the Stadium Manager’s Representative within a reasonable time period to provide for adequate review and avoid delays in the Work.

C. These requirements shall not authorize any extension of time for performance of this Contract. Stadium Manager’s Representative will check and approve such samples, but only for conformance with design concept of work and for compliance with information given in the Contract Documents. Work shall be in accordance with approved samples and submittals.

ARTICLE 17. MATERIALS
A. Except as otherwise specifically stated in the Contract Documents, Contractor shall provide and pay for all materials, labor, tools, equipment, lights, power, transportation, superintendence, temporary constructions of every nature, and all other services and facilities of every nature whatsoever necessary to execute and complete this Contract within specified time.

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B. Unless otherwise specified, all materials shall be new and the best of their respective kinds and grades as noted and/or specified, and workmanship shall be of good quality.

C. Materials shall be furnished in ample quantities and at such times as to ensure uninterrupted progress of the W ork and shall be stored properly and protected a s required by the Contract Documents. Contractor shall be entirely responsible for damage or loss by weather or other causes to materials or Work.

D. No materials, supplies, or equipment for Work under this Contract shall be purchased subject to any chattel mortgage or under a conditional sale or other agreement by which an interest therein or in any part thereof is retained by the seller or supplier.

Contractor warrants good title to all material, supplies, and equipment installed or incorporated in the Work and agrees upon completion of all work to deliver the Project, to the Stadium Manager free from any claims, liens, or charges.

E. Materials shall be stored on the Project site in such manner so as not to interfere with any operations of the Stadium Manager or any independent contractor.

F. Contractor shall verify all measurements, dimensions, elevations, and quantities before ordering any materials or performing any Work, and the Stadium Manager shall not be liable for Contractor’s failure to so. No additional compensation, over and above payment for the actual quantities at the prices set out in the Bid Form, will be allowed because of differences between actual measurements, dimension, elevations and quantities and those indicated on the Plans and in the Specifications. Any difference therein shall be submitted to the Stadium Manager’s Representative for consideration before proceeding with the Work.

ARTICLE 18. PERMITS AND LICENSES
A. Contractor shall obtain all necessary permits and licenses for the construction of the Project, including encroachment permits, and shall pay all fees required by law and shall comply with all laws, ordinances, rules and regulations relating to the Work and to the preservation of public health and safety. Before acceptance of the Project, the Contractor shall submit all licenses, permits, certificates of inspection and required approvals to the Stadium Manager.

B. On some projects, t he Bid Form contains an allowance for the Contractor’s cost of acquiring all permits and construction inspection fees that may be charged to the Contractor by the Agency of Jurisdiction. The allowance is included within the Bid Form to eliminate the need by bidders to research or estimate the costs of permits and construction inspection fees prior to submitting a bid. The allowance is specifically intended to account for the costs of permits and construction inspection fees charged by the local Agency of Jurisdiction only. No other costs payable by Contractor to the Agency of Jurisdiction are included within the allowance. Payment by Stadium Manager to Contractor under the Permit and Inspection Allowance Bid Item shall be made based on actual cost receipts only and in accordance with the provisions of these specifications.

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ARTICLE 19. TRENCHES
A. Trenches Five Feet or More in Depth. Contractor shall submit to the Stadium Manager’s Representative at the preconstruction meeting, a detailed plan showing the design of shoring, bracing, sloping or other provisions to be made for worker protection from hazards of caving ground during the excavation of any trench or trenches five feet or more in depth. If such plan varies from shoring system standards established by the Construction Safety Orders of the California Code of Regulations, Department of Industrial Relations, the plan shall be prepared by a California registered civil or structural engineer. The plan shall not be less effective than the shoring, bracing, sloping, or other provisions of the Construction Safety Orders, as defined in the California Code of Regulations. The Contractor shall designate in writing the “competent person” as defined in Title 8, California Code of Regulations, who shall be present at the Work Site each day that trenching/excavation is in progress. The “competent person” shall prepare and provide daily trenching/excavation inspection reports to the Stadium Manager’s Representative. Contractor shall also submit a copy of its annual California Occupational Safety and Health Administration (Cal/OSHA) trench/excavation permit.

B. Excavations Deeper than Four Feet. If the Work involves excavating trenches or other excavations that extend deeper than four feet below the surface, Contractor shall promptly, and before the excavation is further disturbed, notify the Stadium Manager in writing of any of the following conditions:

1. Material that the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law.

2. Subsurface or latent physical conditions at the site differing from those indicated.

3. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract.

The Stadium Manager shall promptly investigate the conditions, and if it finds that the conditions do so materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the Work, shall issue a change order under the procedures described in the Contract Documents.

In the event that a dispute arises between the Stadium Manager and the Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the Work, the Contractor shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all Work to be performed under the Contract. Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the parties.

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ARTICLE 20. TRAFFIC CONTROL
A. Traffic control plan(s) for the Work may be required by the Agency(s) of Jurisdiction.

Traffic control plans, if required, shall be prepared at Contractor’s expense, and traffic control shall be performed at Contractor’s expense in accordance with the requirements of the Agency(s) of Jurisdiction. If a Permit and Inspection Allowance is included within the Bid Form, it includes the cost of required traffic control permit(s) by the Agency(s) of Jurisdiction only. The Permit and Inspection Allowance does not include costs for preparation of any required traffic control plans, implementation of any traffic control requirements or for any traffic signal services that may be required.

Costs for traffic control plans, implementation of traffic control, or traffic signal services required by the Agency(s) of Jurisdiction shall be included in the Contractor’s Bid.

B. All warning signs and safety devices used by the Contractor to perform the Work shall conform to the requirements contained in the State of California, Department of Transportation’s current edition of “Manual of Traffic Controls for Construction and Maintenance Work Zones” or to the requirements of the local agency. The Contractor shall also be responsible for all traffic control required by the agency having jurisdiction over the project on the intersecting streets. Contractor must submit a traffic control plan to the agency having jurisdiction over the project for approval prior to starting work.

C. The Contractor’s representative on the site responsible for traffic control shall produce evidence that he/she has completed training acceptable to the California Department of Transportation for safety through construction zones. All of the streets in which the Work will occur shall remain open to traffic and one lane of traffic maintained at all times unless otherwise directed by the agency of jurisdiction. Businesses and residences adjacent to the Work shall be notified forty-eight (48) hours in advance of closing of driveways. The Contractor shall make every effort to minimize the amount of public parking temporarily eliminated due to construction in areas fronting businesses. No stockpiles of pipe or other material will be allowed in traveled right-of- ways after working hours unless otherwise approved by the Stadium Manager’s Representative.

ARTICLE 21. DIVERSION OF RECYCLABLE WASTE MATERIALS
In compliance with the applicable Stadium Manager’s waste reduction and recycling efforts, Contractor shall divert all Recyclable Waste Materials to appropriate recycling centers as required for compliance with the local jurisdiction’s waste diversion ordinances. Contractor will be required to submit weight tickets and written proof of diversion with its monthly progress payment requests.

Contractor shall complete and execute any certification forms required by Stadium Manager or other applicable agencies to docu ment Contractor’s compliance with these diversion requirements. All costs incurred for these waste diversion efforts shall be the responsibility of the Contractor.

ARTICLE 22. REMOVAL OF HAZARDOUS MATERIALS
Should Contractor encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes and hazardous materials which have not been rendered harmless at the Project site, the Contractor shall immediately stop work at the affected Project site and shall report

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the condition to the Stadium Manager in writing. The Stadium Manager shall contract for any services required to directly remove and/or abate PCBs and other toxic wastes and hazardous materials, if required by the Project site(s), and shall not require the Contractor to subcontract for such services. The Work in the affected area shall not thereafter be resumed except by written agreement of the Stadium Manager and Contractor.

ARTICLE 23. SANITARY FACILITIES
Contractor shall coordinate with the Stadium Manager for access and use of stadium restro om facilities during performance of the Work on the Project site.

ARTICLE 24. AIR POLLUTION CONTROL
Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes.

All containers of paint, thinner, curing compound, solvent or liquid asphalt shall be labeled to indicate that the contents fully comply with the applicable material requirements.

ARTICLE 25. LAYOUT AND FIELD ENGINEERING
All field engineering required for laying out the Work and establishing grades for earthwork operations shall be furnished by the Contractor at its expense.

ARTICLE 26. TESTS AND INSPECTIONS
A. If the Contract Documents, the Stadium Manager’s Representative, or any instructions, laws, ordinances, or public authority requires any part of the Work to be tested or approved, Contractor shall provide the Stadium Manager’s Representative at least four (4) calendar days’ notice of its readiness for observation or inspection. If inspection is by a public authority other than the Stadium Manager, Contractor shall promptly inform the Stadium Manager of the date fixed for such inspection. Required certificates of inspection (or similar) shall be secured by Contractor. Costs for Stadium Manager testing, and Stadium Manager inspection shall be paid by the Stadium Manager. Costs of tests for Work found not to be in compliance shall be paid by the Contractor.

B. If any Work is do ne or covered up without the required testing or approval , the Contractor shall uncover or deconstruct the Work, and the Work shall be redone after completion of the testing at the Contractor ’s cost in compliance with the Contract Documents.

C. Where inspection and testing are to be conducted by an independent laboratory or agency, materials or samples of materials to be inspected or tested shall be selected by such laboratory or agency, or by the Stadium Manager, and not by Contractor. All tests or inspections of materials shall be made in accordance with the commonly recognized standards of national organizations.

D. In advance of manufacture of materials to be supplied by Contractor which must be tested or inspected, Contractor shall notify the Stadium Manager so that the Stadium Manager may arrange for testing at the source of supply. Any materials which have

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not satisfactorily passed such testing and inspection shall not be incorporated into the Work.

E. If the manufacture of materials to be inspected or tested will occur in a plant or location greater than sixty (60) miles from the Stadium Manager, the Contractor shall pay for any excessive or unusual costs associated with such testing or inspection, including but not limited to excessive travel time, standby time and required lodging.

F. Reexamination of Work may be ordered by the Stadium Manager. If so ordered, Work must be uncovered or deconstructed by Contractor. If Work is found to be in accordance with the Contract Documents, the Stadium Manager shall pay the costs of reexamination and reconstruction. If such work is found not to be in accordance with the Contract Documents, Contractor shall pay all costs.

ARTICLE 27. PROTECTION OF WORK AND PROPERTY
A. The Contractor shall be responsible for all damages to persons or property that occurs as a result of the Work. Contractor shall be responsible for the proper care and protection of all materials delivered and Work performed until completion and final Acceptance by the Stadium Manager. All Work shall be solely at the Contractor’s risk.

Contractor shall adequately protect adjacent property from settlement or loss of lateral support as necessary. Contractor shall comply with all applicable safety laws and building codes to prevent accidents or injury to persons on, about, or adjacent to the Project site where Work is being performed. Contractor shall erect and properly maintain at all times, as required by field conditions and progress of work, all necessary safeguards, signs, barriers, lights, and watchmen for protection of workers and the public, and shall post danger signs warning against hazards created in the course of construction.

B. In an emergency affecting safety of life or of work or of adjoining property, Contractor, without special instruction or authorization from the Stadium Manager’s Representative, is hereby permitted to act to prevent such threatened loss or injury; and Contractor shall so act, without appeal, if so authorized or instructed by the Stadium Manager’s Representative or the Stadium Manager . Any compensation claimed by Contractor on account of emergency work shall be determined by and agreed upon by the Stadium Manager and the Contractor.

ARTICLE 28. CONTRACTOR’S MEANS AND METHODS
Contractor is solely responsible for the means and methods utilized to perform the Work. In no case shall the Contractor’s means and methods deviate from commonly used industry standards.

ARTICLE 29. AUTHORIZED REPRESENTATIVES
The Stadium Manager shall designate representatives, who shall have the right to be present at the Project site at all times. The Stadium Manager may designate an inspector who shall have the right to observe all of the Contractor’s Work. The inspector shall not be responsible for the Contractor’s failure to carry out the Work in accordance with the Contract Documents. Contractor shall provide safe and proper facilities for such access.

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ARTICLE 30. HOURS OF WORK
A. As provided in Article 3 (commencing at Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code, Contractor stipulates that eight (8) hours of labor shall constitute a legal day’s work. The time of service of any worker employed at any time by the Contractor or by any subcontractor on any subcontract under this Contract upon the Work or upon any part of the Work contemplated by this Contr act is limited and restricted to eight (8) hours during any one calendar day and 40 hours during any one calendar week, except as hereinafter provided. Notwithstanding the provisions herein above set forth, work performed by employees of Contractor in excess of eight (8) hours per day, and 40 hours during any one week, shall be permitted upon this public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half times the basic rate of pay.

B. The Contractor and every subcontractor shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed in connection with the Work or any part of the Work contemplated by this Contract. The record shall be kept open at all reasonable hours to the inspection of the Stadium Manager and to the Division of Labor Law Enforcement, Department of Industrial Relations of the State of California.

C. The Contractor shall pay to the Stadium Manager a penalt y of twenty -five dollars ($25.00) for each worker employed in the execution of this Contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 (commencing at Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code.

D. Any work necessary to be performed after regular working hours, or on Saturdays and Sundays or other holidays, shall be performed without additional expense to the Stadium Manager.

E. No Work will be allowed on the Project site 48 hours prior and 24 hours after any event with a projected attendance greater than 10,000 people without prior written approval from the Stadium Manager.

F. Stadium Manager will provide inspection during normal working hours from 7:00 a.m. to 3:30 p.m. Monday through Friday. Inspection before or after this time will be charged to the Contractor as reimbursable inspection time. Inspections on weekends requires two days’ notice for review and approval. Upon written request and approval, the 8.5 hour working day may be changed to other limits subject to city/county ordinance.

G. It shall be unlawful for any person to operate, permit, use, or cause to operate any of the following at the Project site, other than between the hours of 7:00 a.m. to 5:00 p.m., Monday through Friday, with no Work allowed on the Stadium Manager - observed holidays, unless otherwise approved by the Stadium Manager:

1. Powered Vehicles

2. Construction Equipment

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3. Loading and Unloading Vehicles

4. Domestic Power Tools
ARTICLE 31. PAYROLL RECORDS; LABOR COMPLIANCE
A. Pursuant to Labor Code Section 1776, Contractor and all subcontractors shall maintain weekly certified payroll records, showing the names, addresses, Social Security numbers, work classifications, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by them in connection with the Work under this Contract. Contractor shall certify under penalty of perjury that records maintained and submitted by Contractor are true and accurate. Contractor shall also require subcontractor(s) to certify weekly payroll records under penalty of perjury.

B. In accordance with Labor Code Section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on the specified interval and format prescribed by the DIR, which may include electronic submission. Contractor shall comply with all requirements and regulations from the DIR relating to labor compliance monitoring and enforcement. The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

C. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the Stadium Manager. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

D. The payroll records described herein shall be certified and submitted by the Contractor at a time designated by the Stadium Manager. The Contractor shall also provide the following:

1. A certified copy of the employee’s payroll records shall be made available for inspection or furnished to such employee or his or her authorized representat ive on request.

2. A certified copy of all payroll records described herein shall be made available for inspection or furnished upon request of the DIR.

E. Unless submitted electronically, the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement (“DLSE”) of the DIR or shall contain the same information as the forms provided by the DLSE.

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F. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency, the Stadium Manager , the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address and social security number. The name and address of the Contractor awarded the Contract or performing the contract shall not be marked or obliterated.

G. In addition to requirements associated with submission of labor compliance records under state laws and regulations, the Contractor and each of its subcontractors performing work on the Project shall submit the labor compliance records required herein via the LCPTracker platform as directed by the Stadium Manager.

H. In the event of noncompliance with the requirements of this Article, the Contractor shall have ten (10) Days in which to comply subsequent to receipt of written notice specifying in what respects the Contractor must comply with this Article. Should noncompliance still be evident after such 10- day period, the Contractor shall pay a penalty of one hundred dollars ($100.00) to the Stadium Manager for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payment then due.

I. The responsibility for compliance with this Article shall rest upon the Contractor.

ARTICLE 32. PREVAILING RATES OF WAGES
A. The Contractor is aware of the requirements of Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since this Project involves an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws.

The Contractor shall obtain a copy of the prevailing rates of per diem wages at the commenc
ement of this Contract from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov. In the alternative, the Contractor may view a copy of the prevailing rate of per diem wages which are on file at the Stadium Manager’s Administration Office and shall be made available to interested parties upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to perform work on the Project available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the Indemnified Parties free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or allege failure to comply with the Prevailing Wage Laws.

B. The Contracto
r shall forfeit as a penalty to the Stadium Manager not more than Two Hundred Dollars ($200.00), pursuant to Labor Code Section 1775, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the Department of Industrial Relations for such work or

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craft in which such worker is employed for any public work done under the Contract by it or by any subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Contractor.

C. Contractor shall post, at appropriate conspicuous points on the Project site, a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned.

ARTICLE 33. PUBLIC WORKS CONTRACTOR REGISTRATION
Pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and its subcontractors must be registered with the Department of Industrial Relations prior to the execution of a contract to perform public works. By entering into this Contract, Contractor represents that it is aware of the registration requirement and is currently registered with the DIR. Contractor shall maintain a current registration for the duration of the Project. Contractor shall further include the requirements of Labor Code Sections 1725.5 and 1771.1 in any subcontract and ensure that all subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

ARTICLE 34. EMPLOYMENT OF APPRENTICES
A. Contractor and all subcontractors shall comply with the requirements of Labor Code Sections 1777.5 and 1777.6 in the employment of apprentices.

B. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco , California, or from the Division of Apprenticeship Standards and its branch offices.

C. Knowing violations of Labor Code Section 1777.5 will result in forfeiture not to exceed one hundred dollars ($100.00) for each calendar day of non -compliance pursuant to Labor Code Section 1777.7.

D. The responsibility for compliance with this Article shall rest upon the Contractor.

ARTICLE 35. NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY Pursuant to Labor Code Section 1735 and other applicable provisions of law, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or any other classifications protected by law on this Project. The Contractor will take affirmative action to ensure that employees are treated during employment or training without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or any other classifications protected by

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law.

Employment Eligibility; Contrac tor. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Contract, and shall not violate any such law at any time during the term of the Contract.

Contractor shall avoid any violation of any such law during the term of this Contract by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the Stadium Manager or its representatives for inspection and copy at any time during normal business hours.

The Stadium Manager shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for or referred to herein.

Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any part of the Work or of this Contract to make the same verifications and comply with all requirements and restrictions provided for herein.

Employment Eligibility; Failure to Comply. Each person executing this Contract on behalf of Contractor verifies that he or she is a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the Stadium Manager to terminate the Contract for cause:
(1) failure of Contractor or its subcontractors, sub- subcontractors or consultants to meet any of the requirements provided for herein; (2) any misrepresentation or material omission concerning compliance with such requirements; or (3) failure to immediately remove from the Work any person found not to be in compliance with such requirements.

ARTICLE 36. DEBARMENT OF CONTRACTORS AND SUBCONTRACTORS Contractors or subcontractors may not perform work on a public work s project with a subcontractor who is ineligible to perform work on a public project pursuant to Labor Code Section 1777.1 or 1777.7. Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any money for performing work as a subcontractor on a public works contract. Any money that is paid, or may have been paid to a debarred subcontractor by a contractor on the project shall be returned to t he Stadium Manager. The Contractor shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the project.

ARTICLE 37. LABOR/EMPLOYMENT SAFETY
The Contractor shall comply with all applicable laws and regulations of the federal, state, and local government, including Cal/OSHA requirements and requirements for verification of employees’ legal right to work in the United States.

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The Contractor shall maintain emergency first aid treatment for his employees which complies with the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.), and California Code of Regulations, Title 8, Industrial Relations Division 1, Department of Industrial Relations, Chapter 4. The Contractor shall ensure the availability of emergency medical services for its employees in accordance with California Code of Regulations, Title 8, Section 1512.

The Contractor shall submit the Illness and Injury Prevention Program and a Project site specific safety program to the Stadium Manager prior to beginning Work at the Project site. Contractor shall maintain a confined space program that meets or exceeds the Stadium Manager Standards.

Contractor shall adhere to the Stadium Manager’s lock out tag out program.

ARTICLE 38. INSURANCE
The Contractor shall obtain, and at all times during performance of the Work of Contract, maintain all of the insurance described in this Article. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the Stadium Manager that it has secured all insurance required hereunder. Contractor shall cause each subcontractor to purchase and maintain such required insurance. Contractor is also responsible for assuring that all subcontractors’ insurance policies required herein comply with the additional insured, primary and non-contributory and waiver of subrogation requirements. Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Stadium Manager that the subcontractor has secured all insurance required under this Article. Failure to provide and maintain all required insurance shall be grounds for the Stadium Manager to terminate this Contract for cause. Contractor shall furnish Stadium Manager with original certificates of insurance and endorsements effective coverage required by this Contract on forms satisfactory to the Stadium Manager. If requested by Stadium Manager, Contractor shall provide Stadium Manager with certificates of insurance and additional insured, primary and non- contributory and waiver of subrogation endorsements for the insurance required for all subcontractors. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms acceptable to the Stadium Manager. All certificates and endorsements must be received and approved by the Stadium Manager before Work commences.

A. Additional Insureds; Waiver of Subrogation . The Stadium Manager , its officials, officers, employees, agents and authorized volunteers shall be named as Additional Insureds on Contractor’s All Risk policy and on Contractor’s and its subcontractors’ policies of Commercial General Liability and Automobile Liability insurance using, for Contractor’s policy/ies of Commercial General Liability insurance, ISO CG forms 20 10 07 04 and 20 37 07 04 (or endorsements providing the exact same coverage, including completed operations), and, for subcontractors’ policies of Comme rcial General Liability insurance, ISO CG form 20 38 (or endorsements providing the exact same coverage). The Santa Clara Stadium Authority, the City of Santa Clara, their affiliates, and each of their respective officers, directors, managers, members, partners, owners, employees, agents and authorized volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policy/ies of Automobile Liability insurance and Commercial General Liability insurance. Notwithstanding the minimum limits set forth in this Contract for any type of insurance coverage, all available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as Additional Insureds herein.

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Contractor and its insurance carriers shall provide a Waiver of Subrogation in favor of all additional insured parties noted above.

B. Workers’ Compensation Insurance. The Contractor shall provide workers’ compensation insurance for all of the employees engaged in Work under this Contract, on or at the Site, and, in case of any sublet Work, the Contractor shall require the subcontractor similarly to provide workers’ compensation insurance for all the latter’s employees as prescribed by State law. Any class of employee or employees not covered by a subcontractor’s insurance shall be covered by the Contractor’s insurance. In case any class of employees engaged in work under this Contract, on or at the Site, is not protected under the Workers’ Compensation Statutes, the Contractor shall provide or shall cause a subcontractor to provide, adequate insurance coverage for the protection of such employees not otherwise protected. The Contractor is required to secure payment of compensation to his employees in accordance with the provisions of Section 3700 of the Labor Code. The Contractor shall file with the Stadium Manager certificates of his insurance protecting workers. Company or companies providing insurance coverage shall be acceptable to the Stadium Manager, if in the form and coverage as set forth in the Contract Documents.

C. Employer’s Liability Insurance. Contractor shall provide Employer’s Liability Insurance, including Occupational Disease, in the amount of at least one million dollars ($1,000,000.00) per person per accident. Contractor shall provide Stadium Manager with a certificate of Employer’s Liability Insurance. Such insurance shall comply with the provisions of the Contract Documents. The policy shall be endorsed, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement and contain a Waiver of Subrogation in favor of the Stadium Manager.

D. Commercial General Liability Insurance . Contractor shall provide “occurrence” form Commercial General Liability insurance coverage at least as broad as the most current ISO CGL Form 00 01, including but not limited to, premises liability, contractual liability, products/completed operations, personal and advertising injury which may arise from or out of Contractor’s operations, use, and management of the Site, or the performance of its obligations hereunder. The policy shall not contain any exclusion contrary to this Contract including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 39); or (2) cross-liability for claims or suits against one insured against another. Policy limits shall not be less than $3,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall be paid in addition to the limits.

1. Such policy shall comply with all the requirements of this Article. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit Contractor’s indemnification obligations to the Stadium Manager, and shall not preclude the Stadium Manager from taking such other actions available to the Stadium Manager under other provisions of the

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Contract Documents or law. The insurance requirements set forth in minimum amounts shall not be construed to relieve Contractor for liability in excess of such coverage, nor shall it preclude Stadium Manager from taking such other actions as is available to it under any other provisions of the Contract Documents. To the extent Contractor maintains insurance greater than these minimum requirements, Contractor agrees that such insurance shall be applicable to any of Contractor’s liability obligations under the Contract Documents.

2. All general liability policies provided pursuant to the provisions of this Article shall comply with the provisions of the Contract Documents.

3. All general liability policies shall be written to apply to all bodily injury, including death, property damage, personal injury, owned and non- owned equipment, blanket contractual liability, completed operations liability, explosion, collapse, under-ground excavation, removal of lateral support, and other covered loss, however occasioned, occurring during the policy term, and shall specifically insure the performance by Contractor of that part of the indemnification contained in these General Conditions relating to liability for injury to or death of persons and damage to property.

4. If the coverage contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregate limit has been paid or reserved, the Stadium Manager may require additional coverage to be purchased by Contractor to restore the required limits.

Contractor may combine primary, umbrella, and as broad as possible excess liability covera ge to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the additional insured endorsement described in the Contract Documents and shall be at least as broad as the primary coverage it supplements.

5. All policies of general liability insurance shall permit and Contractor does hereby waive any right of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

E. Automobile Liability Insurance. Contractor shall provide “occurrence” form Automobile
Liability Insurance at least as broad as ISO CA 00 01 (Any Auto) in the amount of, at least, one million dollars ($1,000,000) per accident for bodily injury and property damage. Such insurance shall provide coverage with res pect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible, in a form and with insurance companies acceptable to the Stadium Manager. All policies of automobile insurance shall permit and Contractor does hereby waive any right of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

F. Contractor’s
Equipment Insurance . Contractor shall provide Contractor’s Equipment Insurance applying to loss or damage on an “all risk” basis to any equipment, small tools, or other machinery whether owned, leased, rented, borrowed or otherwise in the care, custody and control of the Contractor for use in the performance of Work. The insurer shall agree to waive all rights of subrogation against

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the Stadium Manager, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy.

ARTICLE 39. FORM AND PROOF OF CARRIAGE OF INSURANCE
A. Any insurance carrier providing insurance coverage required by the Contract Documents shall be admitted to and authorized to do business in the State of California unless waived, in writing, by the Stadium Manager ’s Risk Ma nager. Carrier(s) shall have an A.M. Best rating of not less than an A:VII. Insurance deductibles or self - insured retentions must be declared by the Contractor. At the election of the Stadium Manager the Contractor shall either 1) reduce or eliminate such deductibles or self- insured retentions, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, the Contractor shall provide a “follow form” endorsement satisfactory to the Stadium Manager indicating that such coverage is subject to the same terms and conditions as the underlying liability policy.

B. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or cancelled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Stadium Manager; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Stadium Manager, its officials, officers, agents, employees, and volunteers.

C. The Certificates(s) and policies of insurance shall contain or shall be endorsed to contain the covenant of the insurance carrier(s) that it shall provide no less than thirty (30) days written notice be given to the Stadium Manager prior to any material modification or cancellation of such insurance. In the event of a material modification or cancellation of coverage, the Stadium Manager may terminate the Contract or stop the Work in accordance with the Contract Documents, unless the Stadium Manager receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage’s set forth herein and the insurance required herein is in full force and effect. Contractor shall not take possession, or use the Site, or commence operations under this Contract until the Stadium Manager has been furnished original Certificate(s) of Insurance and certified original copies of endorsements or policies of insurance including all endorsements and any and all other attachments as required in this Article. The original endorsements for each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf.

D. The Certificate(s) of Insurance, policies and endorsements shall so covenant and shall be construed as primary, and the Stadium Manager’s insurance and/or deductibles and/or self -insured retentions or self -insured programs shall not be construed as contributory.

E. Stadium Manager reserves the right to adjust the monetary limits of insurance coverages during the term of this Contract including any extension thereof if, in the

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Stadium Manager’s reasonable judgment, the amount or type of insurance carried by the Contractor becomes inadequate.

F. Contractor shall report to the Stadium Manager, in addition to the Contractor’s insurer, any and all insurance claims submitted by the Contractor in connection with the Work under this Contract.

ARTICLE 40. TIME FOR COMPLETION AND LIQUIDATED DAMAGES
A. Time for Completion/Liquidated Damages. Time i s of the essence in the completion of the Work. Work shall be commenced within fourteen (14) calendar days of the date stated in the Stadium Manager ’s Notice to Proceed and shall be completed by Contractor in the time specified in the Contract Documents. The Stadium Manager is under no obligation to consider ear
ly completion of the Project; and the Contract
completion
date shall not be amended by the Stadium Manager’s receipt or acceptance of the Contractor’s proposed earlier completion date. Furthermore, Contractor shall not, under any circumstances, receive additional compensation from the Stadium Manager (including but not limited to indirect, general, administrative or other forms of overhead costs) for the period between the time of earlier completion proposed by the Contractor and the Contract completion date. If the Work is not completed as stated in the Contract Documents, it is understood that the Stadium Manager will suffer damage. In accordance with Government Code Section 53069.85, being impractical and infeasible to determine the amount of actual damage, it is agreed that Contractor shall pay to the Stadium Manager as fixed and liquidated damages, and not as a penalty, the sum stipulated in the Contract for each calendar day of delay until the Work is fully completed. Contractor and its surety shall be liable for any liquidated damages. Any money due or to become due the Contractor may be retained to cover liquidated damages.

B. Inclement W
eather. Contractor shall abide by the Stadium Manager's Representative’s determination of what constitutes inclement weather. Time extensions for inclement weather shall only be granted when the Work stopped during inclement weather is on the critical path of the Project schedule.

C. Extension of Time. Contractor shall not be charged liquidated damages because of any delays in completion of the Work due to unforeseeable causes beyond the control and without the fault or negligence of Contractor (or its subcontractors or suppliers).

Contractor shall within five (5) Days of identifying any such delay notify the Stadium Manager in writing of causes of delay. The Stadium Manager shall ascertain the facts and extent of delay and grant extension of time for completing the Work when, in its judgment, the facts justify such an extension. Time extensions to the Project shall be requested by the Contractor as they occur and without delay. No delay claims shall be permitted unless the event or occurrence delays the completion of the Project beyond the Contract completion date.

D. No Damages for Reasonable Delay. The Stadium Manager’s liability to Contractor for delays for which the Stadium Manager is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall the Stadium Manager be liable for any costs which are borne by the Contractor in the regular course of business, including, but not limited to, home office

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overhead and other ongoing costs. Damages caused by unreasonable Stadium Manager delay, including delays caused by items that are the responsibilit y of the Stadium Manager pursuant to Government Code Section 4215, shall be based on actual costs only, no proportions or formulas shall be used to calculate any delay damages.

ARTICLE 41. COST BREAKDOWN AND PERIODIC ESTIMATES
Contractor shall furnish on forms Approved by the Stadium Manager:

A. Within ten (10) Days of Notice to Proceed with the Contract, a detailed estimate giving a complete breakdown of the Contract Price, if the Contract amount is a lump sum.

B. A monthly itemized estimate of Work done for the purpose of making progress payments. In order for the Stadium Manager to consider and evaluate each progress payment application, the Contractor shall submit a detailed measurement of Work performed and a progress estimate of the value thereof before the tenth (10th) Day of the following month.

C. Contractor shall submit, with each of its payment requests, an adjusted list of actual quantities, verified by the Stadium Manager’s Representative, for unit price items listed, if any, in the Bid Form.

D. Following the Stadium Manager’s Acceptance of the Work, the Contractor shall submit to the Stadium Manager a written statement of the final quantities of unit price items for inclusion in the final payment request.

E. The Stadium Manager shall have the right to adjust any estimate of quantity and to subsequently correct any error made in any estimate for payment.

Contractor shall certify under penalty of perjury, that all cost breakdowns and periodic estimates accurately reflect the Work on the Project.

ARTICLE 42. PROGRESS ESTIMATES AND PAYMENT
A. By the tenth (10th) Day of the following calendar month, Contractor shall submit to Stadium Manager’s Representative a payment request which shall set forth in detail the value of the Work done for the period beginning with the date work was first commenced and ending on the end of the calendar month for which the payment request is prepared. Contractor shall include any amount earned for authorized extra work. From the total thus computed, a deduction shall be made in the amount of five percent (5%) for retention, except where the Stadium Manager has adopted a finding that the Work done under the Contract is substantially complex, and then the amount withheld as retention shall be the percentage specified in the Notice Inviting Bids.

From the remainder a further deduction may be made in accordance with Section B below. The amount computed, less the amount withheld for retention and any amounts withheld as set forth below, shall be the amount of the Contractor’s payment request.

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B. The Stadium Manager may withhold a sufficient amount or amounts of any payment or payments otherwise due to Contractor, as in his judgment may be necessary to cover:

1. Payments which may be past due and payable for just claims against Contractor or any subcontractors for labor or materials furnished in and about the performance of work on the Project under this Contract.

2. Defective work not remedied.

3. Failure of Contractor to make proper payments to his subcontractor or for material or labor.

4. Completion of the Contract if there is a reasonable doubt that the Work can be completed for balance then unpaid.

5. Damage to another contractor or a third party.

6. Amounts which may be due the Stadium Manager for claims against Contractor.

7. Failure of Contractor to keep the record (“as-built”) drawings up to date.

8. Failure to provide update on construction schedule as required herein.

9. Failure to comply with and timely submit all necessary prevailing wage compliance documentation as required under the Contract Documents.

10. Site cleanup.

11. Failure to comply with Contract Documents.

12. Liquidated damages.

13. Legally permitted penalties.

C. The Stadium Manager may apply such withheld amount or amounts to payment of such claims or obligations at its discretion with the exception of subsections (B)(1), (3), and (5) of this Article, which must be retained or applied in accordance with applicable law. In so doing, the Stadium Manager shall be deemed the agent of Contractor and any payment so made by the Stadium Manager shall be considered as a payment made under contract by the Stadium Manager to Contractor and the Stadium Manager shall not be liable to Contractor for such payments made in good faith. Such payments may be made without prior judicial determination of claim or obligations. The Stadium Manager will render Contractor a proper accounting of such funds disbursed on behalf of Contractor.

D. Upon receipt, the Stadium Manager’s Representative shall review the payment request to determine whether it is undisputed and suitable for payment. If the payment request is determined to be unsuitable for payment, it shall be returned to Contractor as soon as practicable but not later than seven (7) Days after receipt, accompanied

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by a document setting forth in writing the reasons why the payment request is not proper. The Stadium Manager shall make the progress payment within 30 calendar days after the receipt of an undisputed and properly submitted payment request from Contractor, provided that a release of liens and claims has been received from the Contractor pursuant to Civil Code Section 8132. The number of days available to the Stadium Manager to make a payment without incurring interest pursuant to this paragraph shall be reduced by the number of days by which the Stadium Manager’s Representative exceeds the seven (7) Day requirement.

E. A payment request shall be considered properly executed if funds are available for payment of the payment request and payment is not delayed due to an audit inquiry by the financial officer of the Stadium Manager.

ARTICLE 43. SECURITIES FOR MONEY WITHHELD
Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor may request the Stadium Manager to make retention payments directly to an escrow agent or may substitute securities for any money withheld by the Stadium Manager to ensure performance under the contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the Stadium Manager or with a state or federally chartered bank as the escrow agent who shall return such securities to Contractor upon satisfactory completion of the contract. Deposit of securities with an escrow agent shall be subject to a written agreement substantially in the form provided in Section 22300 of the Public Contract Code.

ARTICLE 44. CHANGES AND EXTRA WORK.

A. Contract Change Orders.

1. The Stadium Manager, without invalidating the Contract, may order changes in the Work con
sisting of additions, deletions or other revisions, and the Contract Price and Contract Time shall be adjusted accordingly. Except as otherwise provided herein, all such changes in the Work shall be authorized by Change Order, and shall be performed under the applic
able conditions of the Contract Documents. A
Change Order signed by the Contractor indicates the Contractor's agreement therewith, including any adjustment in the Contract Price or the Contract Time, and the full and f
inal settlement of all costs (direct, indirect and overhead) related to the Work authorized by the Change Order.

2. Contractor
shall promptly execute changes in the Work as directed in writing by the Stadium Manager even when the parties have not reached agreement on whether the change increases the scope of Work or affects the Contract Price or Contract Time. All claims for additional compensation to the Contractor shall be presented in writing. No claim will be considered after the Work in question has been done unless a written Change Order has been issued or a timely written notice of claim has been made by Contractor.

3. Whenever any change is made as provided for herein, such change shall be considered and treated as though originally included in the Contract, and shall be subject to all terms, conditions, and provisions of the original Contract.

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4. Contractor shall not be entitled to claim or bring suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission of any item or portion of Work to be done.

5. No dispute, disagreement, or failure of the parties to reach agreement on the terms of the Change Order shall relieve the Contractor from the obligation to proceed with performance of the work, including Additional Work, promptly and expeditiously.

6. Contractor shall make available to the Stadium Manager any of the Contractor’s documents related to the Project immediately upon request of the Stadium Manager, as set forth in Article 52.

7. Any alterations, extensions of time, Additional Work, or any other changes may be made without securing consent of the Contractor’s surety or sureties.

B. Contract Price Change.

1. Process for Determining Adjustments in Contract Price. a. Owner Initiated Change. The Contractor must submit a complete cost proposal, including any change in the Contract Price or Contract Time, within seven (7) Days after receipt of a scope of a proposed change order initiated by the Stadium Manager, unless the Stadium Manager requests that propos als be submitted in less than seven (7) Days.
b. Contractor Initiated Change. The Contractor must give written notice of a proposed change order required for compliance with the Contract Documents within seven (7) Days of discovery of the facts giving rise t o the proposed change order.
c. Whenever possible, any changes to the Contract amount shall be in a lump sum mutually agreed to by the Contractor and the Stadium Manager. d. Price quotations from the Contractor shall be accompanied by sufficiently detailed supporting documentation to permit verification by the Stadium Manager, including but not limited to estimates and quotations from subcontractors or material suppliers, as the Stadium Manager may reasonably request. Contractor shall certify the accuracy of all Change Order Requests under penalty of perjury.
e. If the Contractor fails to submit a complete cost proposal within the seven (7) Day period (or as requested), the Stadium Manager has the right to order the Contractor in writing to commence the Work immedia tely on a time and materials basis and/or issue a lump sum change to the Contract Price and/or Contract Time in accordance with the Stadium Manager ’s estimate. If the change is issued based on the Stadium Manager's estimate, the Contractor will waive its right to dispute the action unless within fifteen (15) Days following completion of the added/deleted work, the Contractor presents written proof that the Stadium Manager’s estimate was in error.

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2. Unit Price Change Orders.
a. When the actual quantity of a Unit Price item varies from the Bid Form, compensation for the change in quantity will be calculated by multiplying the actual quantity by the Unit Price. This calculation may result in either an additive or deductive Final Change Order pursuant to the Contract Documents. b. No Mark up for Overhead and Profit. Because the Contract Unit Prices provided in the Bid Form include Overhead and Profit as determined by Contractor at the time of Bid submission, no mark up or deduction for Overhead and Profit will be included in Unit Price Change Orders. c. Bid items included on the Bid Form may be deducted from the Work in their entirety without any negotiated extra costs.
d. Contractor acknowledges that unit quantities are estimates and agrees that the estimated unit quantities listed on the Bid Form will be adjusted to reflect the actual unit quantities which may result in an adjustment to the Contract Unit Prices. Such an adjustment will be made by execution of a final additive or deductive Change Order following Contractor’s completion of the Work. Upon notification, Contractor’s failure to respond within seven (7) Days will result in Stadium Manager’s issuance of a unit quantity adjustment to the Contract Unit Prices and/or Contract Time in accordance with the Contract Documents. e. The Stadium Manager or Contractor may make a Claim for an adjustment in the Unit Price in accordance with the Contract Documents if:
i. the quantity of any item of Unit Price Work performed by Contractor differs by twenty-five percent (25%) or more from the estimated quantity of such item indicated in the Contract; and
ii. there is no corresponding adjustment with respect to any other item of Work; and
iii. Contractor believes that Contractor is entitled to an increase in Unit Price as a result of having incurred additional expense or the Stadium Manager believes that the Stadium Manager is entitled to a decrease in Unit Price and the parties are unable to agree as to the amount of any such increase or decrease.

3. Contractor shall incorporate the provisions of this Section into all agreements with Subcontractors. Compensation for Lump Sum Change Orders shall be limited to expenditures necessitated specifically by the Additional Work, and shall be according to the following:
a. Overview. The Contractor will submit a properly itemized Lump Sum Change Order Proposal covering the Additional Work and/or the work to be deleted.

This proposal will be itemized for the various components of the Additional Work and segregated by labor, material, and equipment in a detailed format satisfactory to the Stadium Manager. The Stadium Manager will require

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itemized change orders on all change order proposals from the Contractor, subcontractors, and sub- subcontractors regardless of tier. Details to be submitted will include detailed line item estimates showing detailed materials quantity take- offs, material prices by item and related labor hour pricing information and extensions (by line item or by drawing as applicable). b. Labor. The costs of labor will be the actual cost for wages prevailing locally for each craft or type of worker at the time the Additional Work is done, plus employer payments of payroll taxes and insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from Federal, State or local laws, as well as assessment or benefits required by lawful collective bargaining agreements. The use of a labor classification which would increase the Additional Work cost will not be permitted unless the Contractor establishes the necessity for such new classifications. Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental.

Estimated labor hours must only include hours for those workmen and working foremen directly involved in performing the change order work. Supervision above the level of working foremen (such as general foremen, superintendent, project manager, etc.) is considered to be included in the markup percentages as outlined below. Note that no separate allowances for warranty expense will be allowed as a direct cost of a change order. Costs attributed to warranty expenses will be considered to be covered by the markup. c. Labor Burden. Labor burden allowable in change orders shall be defined as employer's net actual cost of payroll taxes (FICA, Medicare, SUTA, FUTA), net actual cost for employer's cost of union benefits (or other usual and customary fringe benefits if the employees are not union employees), and net actual cost to employer for worker's compensation insurance taking into consideration adjustments for experience modifiers, premium discounts, dividends, rebates, expense constants, assigned risk pool costs, net cost reductions due to policies with deduct ibles for self -insured losses, assigned risk rebates, etc.

Contractor shall reduce their standard payroll tax percentages to properly reflect the effective cost reduction due to the estimated impact of the annual maximum wages subject to payroll taxes. An estimated percentage for labor burden may be used for pricing change orders. However, the percentage used for labor burden to price change orders will be examined at the conclusion of the Project and an adjustment to the approved change orders will be processed if it is determined that the actual labor burden percentage should have been more or less than the estimated percentage used.
d. Materials. The cost of materials reported shall be at invoice or lowest current price at which such materials are locally available in the quantities involved, plus sales tax, freight, and delivery. Materials costs shall be based upon supplier or manufacturer’s invoice. If invoices or other satisfactory evidence of cost are not furnished within fifteen (15) Days of delivery, then the Stadium Manager shall determine the materials cost, at its sole discretion. Estimated material change order costs shall reflect the Contractor's reasonably

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anticipated net actual cost for the purchase of the material needed for the change order work. Estimated material costs shall reflect cost reductions available to the Contractor due to “non- cash” discounts, trade discounts, free material credits, and/or volume rebates. “Cash” discounts (i.e., prompt payment discounts of 2% or less) available on material purchased for change order work shall be credited to the Stadium Manager if the Contractor is provided the Stadium Manager funds in time for Contractor to take advantage of any such “cash” discounts. The portion of any “cash” discounts greater than 2% will not be considered “non- cash” discount for purposes of this provision.

Price quotations from material suppliers must be itemized with unit prices for each specific item to be purchased. "Lot pricing" quotations will not be considered sufficient substantiating detail.
e. Tool and Equipment Use. Costs for the use of small tools, which are tools that have a replacement value of $1,000 or less, shall be considered included in the Overhead and Profit mark-ups established below. Allowable change order estimated costs may include appropriate amounts for rental of major equipment specifically needed to perform the change order work (defined as tools and equipment with an individual purchase cost of more than $750). For Contractor owned equipment, the "bare" equipment rental rates allowed to be used for pricing change order proposals shall be 75% of the monthly rate listed in the most current publication of The AED Green Book divided by 176 to arrive at a maximum hourly rate to be applied to the hours the equipment is used performing the change order work. Further, for Contractor owned equipment, the aggregate equipment rent charges for any single piece of equipment used in all change order work shall be limited to 50% of the fair market value of the piece of equipment when the first change order is priced involving usage of the piece of equipment. Fuel necessary to operate the equipment will be considered as a separate direct cost associated with the change order work. f. Maximum Markup Percentage Allowable on Self -Performed Work . With respect to pricing change orders, the maximum markup percentage to be paid to any Contractor or subcontractor (regardless of tier) on self -performed work shall be a single markup percentage not-to-exceed fifteen percent (15%) of the net direct cost of (1) direct labor and allowable labor burden costs applicable to the change in the Work; (2) the net cost of material and installed equipment incorporated into the change in the Work, and (3) net rental cost of major equipment and related fuel costs necessary to complete the change in the Work.
g. Maximum Markup Percentages Allowable on Work Performed by Lower Tier Subcontractors. With respect to pricing the portion of change order proposals involving Work performed by lower ti er contractors, the maximum markup percentage allowable to the Contractor or subcontractor supervising the lower tier subcontractor's work shall not exceed five percent (5%) of the net of all approved change order work performed by all subcontractors combined for any particular change order proposal.

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h. No Markup on Bonds and Liability Insurance Costs . Change order cost adjustments due to increases or decreases in bond or insurance costs (if applicable) shall not be subject to any markup.
i. Direct and Indirect Costs Covered by Markup Percentages . As a further clarification, the agreed upon markup percentage set forth above is intended to cover the Contractor's profit and all indirect costs associated with the change order work. Items intended to be covered by the markup percentage include, but are not limited to: home office expenses, branch office and field office overhead expense of any kind, project management, superintendents, general foremen, estimating, engineering, coordinating, expediting, purchasing, detailing, legal, accounting, data processing or other administrative expenses, shop drawings, permits, auto insurance and umbrella insurance, pick-up truck costs, and warranty expense costs. The cost for the use of small tools is also to be considered covered by the markup percentage established above. Small tools shall be defined as tools and equipment (power or non- power) with an individual purchase cost of less than $750.
j. Deduct Change Orders and Net Deduct Changes. The application of the markup percentages referenced above will apply to both additive and deductive change orders. In the case of a deductive change order, the credit will be computed by applying the sliding scale percentages as outlined above so that a deductive change order would be computed in the same manner as an additive change order. In those instances where a change involves both additive and deductive work, the additions and deductions will be netted and the markup percentage adjustments will be applied to the net amount. k. Contingency. In no event will any lump sum or percentage amounts for "contingency" be allowed to be added as a separate line item in change order estimates. Unknowns attributable to labor hours will be accounted for when estimating labor hours anticipated performing the work. Unknowns attributable to material scrap and waste will be estimated as part of material costs. l. Insurance and Bonds. In the event the Contractor has been required to furnish insurance and/or bonds as part of the base contract price, a final contract change order will be processed to account for the Contractor's net increase or decrease in insurance costs and/or bond premium costs associated with change orders to Contractor's base Contract Price.

4. Time and Materials Change Orders.
a. General. The term Time and Materials means the sum of all costs reasonably and necessarily incurred and paid by Contractor for labor, materials, and equipment in the proper performance of Additional Work. Except as otherwise may be agreed to in writing by the Stadium Manager, such costs shall be in amounts no higher than those prevailing in the locality of the Project, and shall include only the following items.
b. Timely and Final Documentation.

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i. T&M Daily Sheets. Contractor must submit timesheets, materials invoices, records of equipment hours, and records of rental equipment hours to the Stadium Manager’s Representative for an approval signature each day Additional Work is performed. Failure to get the Stadium Manager’s Representative’s approval signature each Day shall result in a waiver of Contractor’s right to claim these costs. The Stadium Manager ’s Representative’s signature on time sheets only serves as verification that the Work was performed and is not indicative of Stadium Manager ’s agreement to Contractor’s entitlement to the cost.
ii. T&M Daily Summary Sheets. All documentation of incurred costs (“T&M Daily Summary Sheets”) shall be submitted by Contractor within three (3) Days of incurring the cost for labor, material, equipment, and special services as Additional Work is performed. Contractor’s actual costs shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and special services. Each T&M Daily Summary Sheet shall include Contractor’s actual costs incurred for the Additional Work performed that day and a cumulative total of Contractor’s actual costs incurred for the Additional Work. Contractor’s failure to provide a T&M Daily Summary Sheet showing a total cost summary within three (3) Days but within five (5) Days of performance of the Work will result in the Contractor’s otherwise allowable overhead and profit being reduced by 50% for that portion of Additional Work which was not documented in a timely manner. Contractor’s failure to submit the T&M Daily Summary Sheet within five (5) Days of performance of the Work will result in a total waiver of Contractor’s right to claim these costs.
iii. T&M Total Cost Summary Sheet. Contractor shall submit a T&M Total Cost Summary Sheet, which shall include total actual costs, within seven (7) Days following completion of Stadium Manager approved Additional Work.

Contractor’s total actual cost shall be presented in a summary table in an electronic spreadsheet file by labor, material, equipment, and special services. Contractor’s failure to submit the T&M Total Cost Summary Sheet within seven (7) Days of completion of the Additional Work will result in Contractor’s waiver for any reimbursement of any costs associated with the T&M Summary Sheets or the performance of the Additional Work. c. Labor. The Contractor will be paid the cost of labor for the workers used in the actual and direct performance of the Work. The cost of labor will be the sum of the actual wages paid (which shall include any employer payments to or on behalf of the workers for health and welfare, pension, vacation, and similar purposes) substantiated by timesheets and certified payroll for wages prevailing for each craft or type of workers performing the Additional Work at the time the Additional Work is done, and the labor surcharge set forth in the Department of Transportation publication entitled Labor Surcharge and Equipment Rental Rates, which is in effect on the date upon which the Work is accomplished and which is a part of the Contract. The labor surcharge shall constitute full compensation for all payments imposed by Federal, State, or

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local laws and for all other payments made to, or on behalf of, the workers, other than actual wages.
i. Equipment Operator Exception. Labor costs for equipment operators and helpers shall be paid only when such costs are not included in the invoice for equipment rental.
ii. Foreman Exception. The labor costs for foremen shall be proportioned to all of their assigned work and only that applicable to the Additional Work shall be paid. Indirect labor costs, including, without limitation, the superintendent, project manager, and other labor identified in the Contract Documents will be considered Overhead.
d. Materials. The cost of materials reported shall be itemized at invoice or lowest current price at which materials are locally available and delivered to the Project site in the quantities involved, plus the cost of sales tax, freight, delivery, and storage.
i. Trade discounts available to the purchaser shall be credited to the Stadium Manager notwithstanding the fact that such discounts may not have been taken by Contractor.
ii. For materials secured by other than a direct purchase and direct billing to the purchaser, the cost shall be deemed to be the price paid to the actual supplier as determined by the Stadium Manager’s Representative. iii. Payment for materials from sources owned wholly or in part by the purchaser shall not exceed the price paid by the purchaser for similar materials from said sources on Additional Work items or the current wholesale price for such materials delivered to the Project site, whichever price is lower.
iv. If, in the opinion of the Stadium Manager’s Representative, the cost of materials is excessive, or Contractor does not furnish satisfactory evidence of the cost of such materials, then the cost shall be deemed to be the lowest current wholesale price for t he total quantity concerned delivered to the Project site less trade discounts.
v. The Stadium Manager reserves the right to furnish materials for the Additional Work and no Claim shall be allowed by Contractor for costs of such materials or Indirect Costs or profit on Stadium Manager furnished materials.
e. Equipment.
i. Rental Time. The rental time to be paid for equipment on the Project site shall be the time the equipment is in productive operation on the Additional Work being performed and, in addition, shall include the time required to move the equipment to the location of the Additional Work and return it to the original location or to another location requiring no more time than that

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required to return it to its original location; except that moving time will not be paid if the equipment is used on other than the Additional Work, even though located at the site of the Additional Work.
(a) Rental Time Not Allowed. Rental time will not be allowed while equipment is inoperative due to breakdowns.
(b) Computation Method. The following shall be used in computing the rental time of equipment on the Project site.
(i) When hourly rates are paid, any part of an hour less than 30 minutes of operation shall be considered to be 1/2- hour of operation, and any part of an hour in excess of 30 minutes will be considered one hour of operation.
(ii) When daily rates are paid, any part of a day less than 4 hours operation shall be considered to be 1/2- day of operation, and any part of an hour in excess of 4 hours will be considered one day of operation.
ii. Rental Rates. Contractor will be paid for the use of equipment at the lesser of (i) the actual rental rate, or (ii) the rental rate listed for that equipment in the California Department of Transportation publication entitled Labor Surcharge and Equipment Rental Rates, which is in effect on the date upon which the Contract was executed. Such rental rates will be used to compute payments for equipment whether the equipment is under Contractor’s control through direct ownership, leasing, renting, or another method of acquisition. The rental rate to be applied for use of each item of equipment shall be the rate (i.e., daily, monthly) resulting in the least total cost to the Stadium Manager for the total period of use. If it is deemed necessary by Contractor to use equipment not listed in the publication, an equitable rental rate for the equipment will be established by the Stadium Manager’s Representative. Contractor may furnish cost data which might assist the Stadium Manager’s Representative in the establishment of the rental rate.
iii. Contractor-Owned Equipment.
(a) For Contractor-owned equipment, the allowed equipment rental rate will be limited to the monthly equipment rental rate using a utilization rate of 173 hours per month.
(b) For Contractor-owned equipment, the rental time to be paid for equipment on the Site shall be the time the equipment is in productive operation, unless, in the instance of standby time, the equipment could be actively used by Contractor on another project, then Stadium Manager shall pay for the entirety of the time the equipment is on Site.

It shall be Contractor’s burden to demonstrate to the Stadium Manager that the equipment could be actively used on another project.

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iv. All equipment shall, in the opinion of the Stadium Manager ’s Representative, be in good working condition and suitable for the purpose for which the equipment is to be used.
v. Before construction equipment is used on the Additional Work, Contractor shall plainly stencil or stamp an identifying number thereon at a conspicuous location, and shall furnish to the Stadium Manager ’s Representative, in duplicate, a description of the equipment and its identifying number and the scheduled Additional Work activities planned. vi. Unless otherwise specified, manufacturer’s rating and manufacturer approved modifications shall be used to classify equipment for the determination of applicable rental rates. Equipment which has no direct power unit shall be powered by a unit of at least the minimum rating recommended by the manufacturer.
f. Special Services. Special work or services are defined as that Additional Work characterized by extraordinary complexity, sophistication, or innovation or a combination of the foregoing attributes which are unique to the construction industry.
i. Invoices for Special Services. When the Stadium Manager ’s Representative and Contractor determine that a special service is required which cannot be performed by the forces of Contractor or those of any of its Subcontractors, the special service may be performed by an entity especially skilled in the Additional Work. Invoices for special servi ces based upon the current fair market value thereof may be accepted without complete itemization of labor, material, and equipment rental costs, after validation of market values by the Stadium Manager’s Representative. ii. Discount and Allowance. All invoices for special services will be adjusted by deducting all trade discounts offered or available, whether the discounts were taken or not. In lieu of Overhead and Profit specified herein, a total allowance not to exceed fifteen percent (15%) for Overhead and Profit will be added to invoices for Special Services.
iii. When the Stadium Manager determines, in its sole discretion, that competitive bidding is necessary for certain special services, Contractor shall solicit competitive bids for those special services. g. Excluded Costs. The term Time and Material shall not include any of the following costs or any other home or field office overhead costs, all of which are to be considered administrative costs covered by Contractor’s allowance for Overhead and Profit.
i. Overhead Cost. Payroll costs and other compensation of Contractor’s officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, timekeepers, clerks, and other personnel employed by Contractor

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whether at the Site or in Contractor’s principal office or any branch office, material yard, or shop for general administration of the Additional Work; ii. Office Expenses. Expenses of Contractor’s principal and branch offices; iii. Capital Expenses. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Additional Work and charges against Contractor for delinquent payments;
iv. Negligence. Costs due to the negligence of Contractor or any Subcontractor or Supplier, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including without limitation the correction of Defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property; v. Other. Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in the Contract Documents;
vi. Small Tools. Cost of small tools valued at less than $1,000 and that remain the property of Contractor;
vii. Administrative Costs. Costs associated with the preparation of Change Orders (whether or not ultimately authorized), cost estimates, or the preparation or filing of Claims;
viii. Anticipated Lost Profits . Expenses of Contractor associated with anticipated lost profits or lost revenues, lost income or earnings, lost interest on earnings, or unpaid retention;
ix. Home Office Overhead. Costs derived from the computation of a “home office overhead” rate by application of the Eichleay, Allegheny , burden fluctuation, or other similar methods;
x. Special Consultants and Atto rneys. Costs of special consultants or attorneys, whether or not in the direct employ of Contractor, employed for services specifically related to the resolution of a Claim, dispute, or other matter arising out of or relating to the performance of the Additional Work. h. Overhead, Profit and Other Charges . The mark-up for overhead (including supervision) and profit on work added to the Contract shall be according to the following:
i. “Net Cost” is defined as consisting of costs of labor, materials , and tools and equipment only excluding overhead and profit. The costs of applicable insurance and bond premium will be reimbursed to the Contractor and subcontractors at cost only, without mark -up. Contractor shall provide Stadium Manager with documentation of the costs, including, but not limited to, payroll records, invoices, and such other information as Stadium Manager may reasonably request.

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ii. For Work performed by the Contractor’s forces, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the Net Cost of the Work.
iii. For Work performed by a subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the subcontractor’s Net Cost of the Work to which the Contractor may add five percent (5%) of the subcontractor’s Net Cost.
iv. For Work performed by a sub-subcontractor, the added cost for overhead and profit shall not exceed fifteen percent (15%) of the sub-subcontractor’s Net Cost for Work to which the subcontractor and general contractor may each add an additional five percent (5%) of the Net Cost of the lower tier subcontractor.
v. No additional mark-up will be allowed for lower tier subcontractors, and in no case shall the added cost for overhead and profit payable by Stadium Manager exceed twenty -five percent (25%) of the Net Cost as defined herein, of the party that performs the Work.

5. All of the following costs are included in the markups for overhead and profit described above, and Contractor shall not receive any additional compensation for: Submittals, drawings, field drawings, Shop Drawings, including submissions of drawings; field inspection; General Superintendence; General administration and preparation of cost proposals, schedule analysis, Change Orders, and other supporting documentation; computer services; reproduction services; Salaries of project engineer, superintendent, timekeeper, storekeeper, and secretaries; Janitorial services; Small tools, incidentals and consumables; Temporary On-Site facilities (Offices, Telephones, High Speed Internet Access, Plumbing, Electrical Power, Lighting; Platforms, Fencing, Water), Jobsite and Home office overhead or other expenses; vehicles and fuel used for work otherwise included in the Contract Documents; Surveying; Estimating; Protection of Work; Handling and disposal fees; Final Cleanup; Other Incidental Work; Related Warranties; insurance and bond premiums.

6. For added or deducted Work by subcontractors, the Contractor shall furnish to the Stadium Manager the subcontractor’s signed detailed record of the cost of labor, material and equipment, including the subcontractor markup for overhead and profit. The same requirement shall apply to sub-subcontractors

7. For added or deducted work furnished by a vendor or supplier, the Contractor shall furnish to the Stadium Manager a detailed record of the cost to the Contractor, signed by such vendor or supplier.

8. Any change in the Work involving both additions and deletions shall indicate a net total cost, including subcontracts and materials. Allowance for overhead and profit, as specified herein, shall be applied if the net total cost is an increase in the Contract Price; overhead and profit allowances shall not be applied if the net total cost is a deduction to the Contract Price. The estimated cost of deductions shall be based on labor and material prices on the date the Contract was executed.

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9. Contractor shall not reserve a right to assert impact costs, extended job site costs, extended overhead, constructive acceleration and/or actual acceleration beyond what is stated in the Change Order for Work. No claims shall be allowed for impact, extended overhead costs, constructive acceleration and/or actual acceleration due to a multiplicity of changes and/or clarifications. The Contractor may not change or modify the Stadium Manager ’s change order form in an attempt to reserve additional rights.

10. If the Stadium Manager disagrees with the proposal submitted by Contractor, it will notify the Contractor and the Stadium Manager will provide its opinion of the appropriate price and/or time extension. If the Contractor agrees with the Stadium Manager, a Change Order will be issued by the Stadium Manager. If no agreement can be reached, the Stadium Manager shall have the right to issue a unilateral Change Order setting forth its determination of the reasonable additions or savings in costs and time attributable to the extra or deleted work. Such determination shall become final and binding if the Contractor fails to submit a claim in writing to the Stadium Manager within fifteen (15) Days of the issuance of the unilateral Change Order, disputing the terms of the unilateral Change Order, and providing such supporting documentation for its position as the Stadium Manager may require.

C. Change of Contract Times.

1. The Contract Times may only be changed by a Change Order.

2. All changes in the Contract Price and/or adjustments to the Contract Times related to each change shall be included in Contractor’s COR pursuant to this Article. No cost or time will be allowed for cumulative effects of multiple changes. All Change Orders must state that the Contract Time is not changed or is either increased or decreased by a specific number of days. Failure to include a change to time shall waive any change to the time unless the parties mutually agree in writing to postpone a determination of the change to time resulting from the Change Order.

3. Notice of the amount of the request for adjustment in the Contract Times with supporting data shall be delivered within seven (7) Days after such start of occurrence, unless Stadium Manager’s Representative allows an additional period of time to ascertain more accurate data in support of the request. No extension of time or additional compensation shall be given for a delay if the Contractor failed to give notice in the manner and within the time prescribed.

4. Stadium Manager may elect, at Stadium Manag er’s sole discretion, to grant an extension in Contract Times, without Contractor’s request, because of delays or other factors.

5. Use of Float and Critical Path.
a. Float is for the benefit of the Project. Float shall not be considered for the exclusive use or benefit of either the Stadium Manager or the Contractor.

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b. Contractor shall not be entitled to compensation, and Stadium Manager will not compensate Contractor, for delays which impact early completion. Any difference in time between the Contractor’s early completion and the Contract Time shall be considered a part of the Project float.

6. Contractor’s entitlement to an extension of the Contract Times is limited to a Stadium Manager -caused extension of the critical path, reduced by the Contractor’s concurrent delays, and established by a proper time impact analysis.

No time extension shall be allowed unless, and then only to the extent that, the Stadium Manager-caused delay extends the critical path beyond the previously approved Contract Time. If approved, the increase in time required to complete the Work shall be added to the Contract Time.
a. Contractor shall not be entitled to an adjustment in the Contract Price or Contract Times for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor.
b. If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event, acts or failures to act of utility owners not under the control of Stadium Manager , or other causes not the fault of and beyond control of Stadium Manager and Contractor, then Contractor shall be entitled to a time extension when the Work stopped is on the critical path. Such a non- compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays. Contractor must submit a timely request in accordance with the requirements of this Article.
c. Utility-Related Delays.
i. Contractor shall immediately notify in writing the utility owner and Stadium Manager’s Representative of its construction schedule and any subsequent changes in the construction schedule which will affect the time available for protection, removal, or relocation of utilities. Requests for extensions of time arising out of utility relocation or repair delays shall be filed in accordance with this Article.
ii. Contractor shall not be entitled to damages or additional payment for delays attributable to utility relocations or alterations if correctly located, as noted in the Contract Documents or by the Underground Service Alert survey.

7. Content for Requests for Contract Extension. Contractor’s justification for entitlement shall be clear and complete citing specific Contract Document references and reasons on which Contractor’s entitlement is based. At a minimum, each request for a time extension must include:
a. Each request for an extension of Contract Time must identify the impacting event, in narrative form, providing a description of the delay event and sufficient justification as to why the Contractor is entitled to a time extension. Contractor must demonstrate that the delay arises from unforeseeable causes beyond the

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control and without the fault or negligence of both Contractor and any Subcontractors or Suppliers, or any other persons or organizations employed by any of them or for whose acts any of them may be liable, and that such causes in fact lead to performance or completion of the Work, or specified part in question, beyond the corresponding Contract Times, despite Contractor’s reasonable and diligent actions to guard against those effects. b. Each request for an extension of Contract Time must include a time impact analysis in CPM format, using the Contemporaneous Impacted As -Planned Schedule Analysis to calculate the impact of the delay event.

8. No Damages for Reasonable Delay.
a. Stadium Manager’s liability to Contractor for delays for which Stadium Manager is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. In no case shall Stadium Manager be liable for any costs which are borne by the Contractor in the regular course of business, including, but not limited to, home office overhead and other ongoing costs.
b. Damages caused by unreasonable Stadium Manager delay that impact the critical path, including delays caused by items that are the responsibility of the Stadium Manager pursuant to Government Code Section 4215, shall be compensated at the Daily Rate established in the Special Conditions. No other calculations, proportions or formulas shall be used to calculate any delay damages.
c. Stadium Manager and Stadium Manager’s Representative, and the officers, members, partners, employees, agents, consultants, or subcontractors of each of them, shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project.

9. Contractor’s failure, neglect, or refusal to comply with the requirements of the Contract Documents, or any portion thereof, shall bar Contractor’s request for extensions of the Contract Times. Such failure, neglect, or refusal prejudices Stadium Manager’s and Stadium Manager’s Representative’s ability to recognize and mitigate delay, and such failure, neglect, or refusal prevent the timely analysis of requests for extensions of Contract Times, and whether such extensions may be warranted. Contractor hereby waives all rights to extensions of Contract Times due to delays or accelerations that result from or occur during periods of time for which Contractor fails, neglects, or refuses to fully comply with the requirements of this Article.

ARTICLE 45. FINAL ACCEPTANCE AND PAYMENT
A. The acceptance of the Work on behalf of the Stadium Manager will be made by the Stadium Manager’s Representative. Such acceptance by the Stadium Manager shall

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not constitute a waiver of defects. When the Work has been accepted there shall be paid to Contractor a sum equal to the contract price less any amounts previously paid Contractor and less any amounts withheld by the Stadium Manager from Contractor under the terms of the C ontract. The final five percent (5%), or the percentage specified in the Notice Inviting Bids where the Stadium Manager has adopted a finding of substantially complete, shall not become due and payable until five (5) calendar days shall have elapsed after the expiration of the period within which all claims may be filed under the provisions of Civil Code Section 9356. If the Contractor has placed securities with the Stadium Manager as described herein, the Contractor shall be paid a sum equal to one hundred percent (100%) of the contract price less any amounts due the Stadium Manager under the terms of the Contract.

B. Unless Contractor advises the Stadium Manager in writing prior to acceptance of the final five percent (5%) or the percentage specified in the Notice Inviting Bids where the Stadium Manager has adopted a finding of substantially complete, or the return of securities held as described herein, said acceptance shall operate as a release to the Stadium Manager of all claims and all liability to Contractor for all things done or furnished in connection with this work and for every act of negligence of the Stadium Manager and for all other claims relating to or arising out of this work. If Contractor advises the Stadium Manager in writing prior to acceptance of final payment or return of the securities that there is a dispute regarding the amount due the Contractor, the Stadium Manager may pay the undisputed amount contingent upon the Contractor furnishing a release of all undisputed claims against the Stadium Manager with the disputed claims in stated amounts being specifically excluded by Contractor from the operation of the release. No payments, however, final or otherwise, shall operate to release Contractor or its sureties from the Faithful Performance Bond, Labor and Material Payment Bond, or from any other obligation under this contract.

C. In case of suspension of the contract any unpaid balance shall be and become the sole and absolute property of the Stadium Manager to the extent necessary to repay the Stadium Manager any excess in the cost of the Work above the contract price.

D. Final payment shall be made no later than 60 Days after the date of acceptance of the Work by the Stadium Manager or the date of occupation, beneficial use and enjoyment of the Work by the Stadium Manager including any operation only for testing, start-up or commissioning accompanied by cessation of labor on the Work, provided that a release of liens and claims has been received from the Contractor pursuant to Civil Code Section 8136. In the event of a dispute between the Stadium Manager and the Contractor, the Stadium Manager may withhold from the final payment an amount not to exceed 150% of the disputed amount.

E. Within ten (10) Days from the time that all or any portion of the retention proceeds are received by Contractor, Contractor shall pay each of its subcontractors from whom retention has been withheld each subcontractor’s share of the retention received.

However, if a retention payment received by Contractor is specifically designated for a particular subcontractor, payment of the retention shall be made to the designated subcontractor if the payment is consistent with the terms of the subcontract.

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ARTICLE 46. OCCUPANCY; BENEFICIAL USE
The Stadium Manager reserves the right to occupy or utilize any portion of the Work at any time before completion, and such occupancy or use shall not constitute acceptance of any part of Work covered by this Contract. This use shall not relieve the Contractor of its responsibilities under the Contract.

ARTICLE 47. INDEMNIFICATION
To the fullest extent permitted by law, Contractor shall immediately defend (with counsel of the Stadium Manager’s choosing), indemnify and hold harmless the Indemnified Parties from and against:

A. Any
and all
claims, demands, causes of action, costs, expenses, injuries, losses or liabilities, in law or in equity, of every kind or nature whatsoever, but not limited to, injury to or death, including wrongful death, of any person, and damages to or destruction of property of any person, arising out of, related to, or in any manner directly or indirectly connected with the Work or this Contract, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses, however caused, regardless of whether the allegations are false, fraudulent, or groundless, and regardless of any negligence of the Indemnified Parties (including passive negligence), except the sole negligence, active negligence or willful misconduct of the Indemnified Parties.

B. Contractor’s defense and indemnity obligation herein includes, but is not limited to damages, fines, penalties, attorney’s fees and costs arising from claims under the Americans with Disabilities Act (ADA) or other fed eral or state disability access or discrimination laws arising from Contractor’s Work during the course of construction of the improvements or after the Work is complete, as the result of defects or negligence in Contractor’s construction of the improvements.

C. Any and all actions, proceedings, damages, costs, expenses, fines, penalties or liabilities, in law or equity, of every kind or nature whatsoever, arising out of, resulting from, or on account of the violation of any governmental law or regulation, compliance with which is the responsibility of Contractor;
D. Any and all losses, expenses, damages (including damages to the Work itself), attorney’s fees, and other costs, including all costs of defense which any of them may incur with respect to the failure, neglect, or refusal of Contractor to faithfully perform the Work and all of Contractor’s obligations under the agreement. Such costs, expenses, and damages shall include all costs, including attorney’s fees, incurred by the indemnified parties in any lawsuit to which they are a party.

Contractor shall immediately defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Indemnified Parties. Contractor shall pay and satisfy any judgment, award or decree that may
be rendered against the Indemnified Parties in any such suit, action or other legal proceeding. Contractor shall reimburse the Indemnified Parties for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein

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provided. The only limitations on this provision shall be those imposed by Civil Code Section 2782.

ARTICLE 48. PROCEDURE FOR RESOLVING DISPUTES
Contractor shall timely comply with all notices and requests for changes to the Contract Time or Contract Price, including but not limited to all requirements of Article 44, Changes and Extra Work, as a prerequisite to filing any claim governed by this Article. The failure to timely submit a notice of delay or notice of change, or to timely request a change to the Contract Price or Contract Time, or to timely provide any other notice or request required herein shall constitute a waiver of the right to further pursue the claim under the Contract or at law.

A. Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Article is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Article shall be construed to be consistent with said statutes.

B. Claims. For purposes of this Article, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with Article 44 “Changes and Extra Work” has been denied by the Stadium Manager, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the Stadium Manager. Claims governed by this Article may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the procedures contained in Article 44, Changes and Extra Work, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Article must be filed no later than thirty (30) Days after a request for change has been denied in whole or in part or after any other event giving rise to a Claim. The Claim shall be submitted in writing to the Stadium Manager and shall include on its first page the following in 16 point capital font: “THIS IS A CLAIM.” Furthermore, the Claim shall include the documents necessary to substanti ate the claim. Nothing herein is intended to extend the time limit or supersede notic e requirements otherwise provided by contract for the filing of Claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

C. Supporting Documentation. The Contractor shall submit all Claims in the following format:

1. Summary of Claim merit and price, reference Contract Document provisions pursuant to which the claim is made.

2. List of documents relating to Claim:

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a. Specifications
b. Drawings
c. Clarifications (Requests for Information)
d. Schedules
e. Other

3. Chronology of events and correspondence

4. Analysis of Claim merit

5. Analysis of Claim cost

6. Time impact analysis in CPM format

7. If Contractor’s Claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the Claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions.

D. Stadium Manager’s Response. Upon receipt of a Claim pursuant to this Article, Stadium Manager shall conduct a reasonable review of the Claim and, within a period not to exceed 45 Days, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 Days after the Stadium Manager issues its written statement.

1. If the Stadium Manager needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the Stadium Manager’s governing body does not meet within the 45 Days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the Stadium Manager shall have up to three Days following the next duly publicly noticed meeting of the Stadium Manager’s governing body after the 45-Day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

2. Within 30 Days of receipt of a Claim, the Stadium Manager may request in writing additional documentation supporting the Claim or relating to defenses or claims the Stadium Manager may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of Stadium Manager and the Contractor. The Stadium Manager’s written response to the Claim, as further documented, shall be submitted to the Contractor within 30 Days (if the Claim is less than $15,000, within 15 Days) after receipt of the further documentation, or within a period of time

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no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

E. Meet and Confer. If the Contractor disputes the Stadium Manager’s writ ten response, or the Stadium Manager fails to respond within the time prescribed, the Contractor may so notify the Stadium Manager, in writing, either within 15 Days of receipt of the Stadium Manager’s response or within 15 Days of the Stadium Manager’s failure to respond within the time prescribed, respectively, and demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the Stadium Manager shall schedule a meet and confer conference within 30 Days for settlement of the dispute.

F. Mediation.

Within 10 business days follow ing the conclusion of the meet and confer conference, if the Claim or any portion of the claim remains in dispute, the Stadium Manager shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after the Stadium Manager issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the Stadium Manager and the Contractor sharing the associated costs equally.

The Stadium Manager and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the parties agree to select a mediator at a later time.

1. If the parties
cannot agree upon a mediator, each party shall select a mediator and those media
tors shall select a qualified neutral third party to mediate with regard to the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

2. For purposes of
this Article, mediation includes any nonbinding process, including, but not limi
ted to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Article.

3. Unless otherw
ise agreed to by the Stadium Manager and the Contractor in writing, the mediati
on conducted pursuant to this Article shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced.

4. The mediation shal
l be held no earlier than the date the Contractor completes the Work or
the date that the Contractor last performs Work, whichever is earlier. All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is completed.

G. Procedures After
Mediation. If following the mediation, the Claim or any por tion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code prior to initiating litigation. For

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purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference.

H. Civil Actions. The following procedures are established for all civil actions filed to resolve Claim
s of $375,000 or less:

1. Within 60 Days
, but no earlier than 30 Days, following the filing or responsive pleadings, the
court shall submit the matter to non- binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code Section 9204 and the terms of this Contract. The mediation process shall provide fo r the selection within 15 Days by both parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

2. If the mat
ter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chap
ter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

I. Government C
ode Claims. In addition to any and all contrac t requirements pertaining to notices of and requests for compensation or payment for extra Work, disputed Work, construction claims and/or changed conditions, the Contractor must comply with the claim procedures set forth in Government Code Sections 900, et seq. prior to filing any lawsuit against the Stadium Manager. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra Work, disputed Work, construction claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the Stadium Manager may be filed. A Government Code claim must be filed no earlier than the date the Work is completed or the date the Contractor last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.

J. Non-Waiver. The S
tadium Manager’s fai lure to respond to a claim from the Contractor within the time periods described in this Article or to otherwise meet the time

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requirements of this Article shall result in the claim being deemed rejected in its entirety.

ARTICLE 49. STADIUM MANAGER’S RIGHT TO TERMINATE CONTRACT A. Suspension of Work by the Stadium Manager:

1. Stadium Manager in its sole and absolute discretion for any reason or no r eason whatsoever may at any time, with or without cause, suspend performance of all or any part of the Work by giving not less than five (5) Days written notice to the Contractor. Such notice of suspension of Work will designate the amount and type of plant, labor, and equipment to be committed to the Project during the period of suspension. Contractor shall use its best efforts to utilize its plant, labor, and equipment in such a manner as to minimize costs associated with suspension.

2. Upon receipt of any such notice, Contractor shall, unless the notice requires otherwise: (1) immediately discontinue Work on the date and to the extent specified in the notice; (2) place no further orders or subcontracts for material, services, or facilities with respect to suspended Work other than to the extent required in the notice; (3) promptly make every reasonable effort to obtain suspension upon terms satisfactory to the Stadium Manager of al l orders, subcontracts, and rental agreements to the extent they relate to performance of Work suspended; and (4) continue to protect and maintain the Work including those portions on which Work has been suspended.

3. Stadium Manager shall not be liable for any additional costs, damages or anticipated profits incurred by Contractor or its Subcontractors and the Contract Price shall not be increased during the period of suspension, except the actual costs incurred by Contractor, excluding overhead and profit for (a) the purpose of safeguarding the Work and material and equipment in transit or at the Site during the period of suspension, (b) Contractor’s or its Subcontractor’s rented equipment which are maintained at the Site, or (c) other reasonable and unavoidable costs of shutting down the Work, or reassembling personnel and equipment resulting directly from such suspension. Contractor shall be granted an extension of the Contract Time equal to the number of days performance of Work is suspended; provided, however, that no actual costs or extension of Contract Time shall be granted if the suspension results from Contractor's non- compliance with the requirements of the Contract.

B. Termination for Cause by the Stadium Manager:

1. In the sole estimation of the Stadium Manager, if the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will insure its completion within the time specified by the Contract Documents, or any extension thereof, or fails to complete such Work within such time, or if the Contractor should be adjudged a bankrupt, or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, or the Contractor or any of its subcontractors should violate any of the provisions of this Contract, the Stadium Manager may serve written notice upon the Contractor and its Surety of the Stadium Manager 's

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intention to terminate this Contract. This notice of intent to terminate shall contain the reasons for such intention to terminate this Contract, and a statement to the effect that the Contractor's right to perform this Contract shall cease and terminate upon the expiration of ten (10) Days unless such violations have ceased and arrangements satisfactory to the Stadium Manager have been made for correction of said violations.

2. In the event that the Stadium Manager serves such written notice of termination upon the Contractor and the Surety, the Surety shall have the right to take over and perform the Contract. If the Surety does not: (1) give the Stadium Manager written notice of Surety's intention to take over and commence performance of the Contract within 15 calendar days of the Stadium Manager's service of said notice of intent to terminate upon Surety; and (2) actually commence performance of the Contract within 30 calendar days of the Stadium Manager's service of said notice upon Surety; then the Stadium Manager may take over the Work and prosecute the same to completion by separate contract or by any other method it may deem advisable for the account and at the expense of the Contractor.

3. In the event that the Stadium Manager elects to obtain an alternative performance of the Contract as specified above: (1) the Stadium Manager may, without liability for so doing, take possession of and utilize in completion of the Work such materials, appliances, plants and other property belonging to the Contractor that are on the site and reasonably necessary for such completion (A special lien to secure the claims of the Stadium Manager in the event of such suspension is hereby created against any property of Contractor taken into the possession of the Stadium Manager under the terms hereof and such lien may be enforced by sale of such property under the direction of the Stadium Manager without notice to Contractor. The proceeds of the sale after deducting all expenses thereof and connected therewith shall be credited to Contractor. If the net credits shall be in excess of the claims of the Stadium Manager against Contractor, the balance will be paid to Contractor or Contractor’s legal representatives.); and (2) Surety shall be liable to the Stadium Manager for any cost or other damage to the Stadium Manager necessitated by the Stadium Manager securing an alternate performance pursuant to this Article.

C. Termination for Convenience by the Stadium Manager:

1. The Stadium Manager may terminate performance of the Work called for by the Contract Documents in whole or, from time to time, in part, if the Stadium Manager determines that a termination is in the Stadium Manager's interest.

2. The Contractor shall terminate all or any part of the Work upon delivery to the Contractor of a Notice of Termination specifying that the termination is for the convenience of the Stadium Manager, the extent of termination, and the Effective Date of such termination.

3. After receipt of Notice of Termination, and except as directed by the Stadium Manager's Representative, the Contractor shall, regardless of any delay in determining or adjusting any amounts due under this Termination for Convenience clause, immediately proceed with the following obligations:

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a. Stop Work as specified in the Notice.
b. Complete any Work specified in the Notice of Termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents.
c. Leave the property upon which the Contractor was working and upon which the facility (or facilities) forming the basis of the Contract Document is situated in a safe and sanitary manner such that it does not pose any threat to the public health or safety.
d. Terminate all subcontracts to the extent that they relate to the portions of the Work terminated.
e. Place no further subcontracts or orders, except as necessary to c omplete the continued portion of the Contract.
f. Submit to the Stadium Manager 's Representative, within ten (10) Days from the Effective Date of the Notice of Termination, all of the usual documentation called for by the Contract Documents to substantiate all costs incurred by the Contractor for labor, materials and equipment through the Effective Date of the Notice of Termination. Any documentation substantiating costs incurred by the Contractor solely as a result of the Stadium Manager's exercise of its ri ght to terminate this Contract pursuant to this clause, which costs the contractor is authorized under the Contract documents to incur, shall: (1) be submitted to and received by the Stadium Manager’s Representative no later than 30 calendar days after the Effective Date of the Notice of Termination; (2) describe the costs incurred with particularity; and (3) be conspicuously identified as “Termination Costs occasioned by the Stadium Manager 's Termination for Convenience.”

4. Termination of the Contract shall not relieve Surety of its obligation for any just claims arising out of or relating to the Work performed.

5. In the event that the Stadium Manager exercises its right to terminate this Contract pursuant to this clause, the Stadium Manager shall pay the Contractor, upon the Contractor's submission of the documentation required by this clause and other applicable provisions of the Contract Documents, the following amounts:
a. All actual reimbursable costs incurred according to the provisions of this Contract.
b. A reasonable allowance for profit on the cost of the Work performed, provided Contractor establishes to the satisfaction of the Stadium Manager 's Representative that it is reasonably probable that Contractor would have made a profit had the Contract been completed and provided further, that the profit allowed shall in no event exceed fifteen (15%) percent of the costs. c. A reasonable allowance for Contractor's administrative costs in determining the amount payable due to termination of the Contract under this Article.

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D. Notwithstanding any other provision of this Article, when immediate action is necessary to protect life and safety or to reduce significant exposure or liability, the Stadium Manager may immediately order Contractor to cease Work on the Project until such safety or liability issues are addressed to the satisfaction of the Stadium Manager or the Contract is terminated.

E. Stadium Manager shall not be liable for any costs other than the charges or portions thereof which are specified and permitted herein. Contractor shall not be entitled to payment for unperformed Work including, without limitation, any overhead and profit on the portion of the Work that is terminated and shall not be entitled to damages or compensation of any kind or nature for termination of Work.

ARTICLE 50. WARRANTY AND GUARANTEE OF WORK
A. Contractor hereby warrants that materials and Work shall be completed in conformance with the Contract Documents and that the materials and Work provided will fulfill the requirements of this Warranty. Contractor hereby agrees to repair or replace, at the discretion of the Stadium Manager, any or all Work that may prove to be defective in its workmanship, materials furnished, methods of installation or fail to conform to the Contract Document requirements together with any other Work which may be damaged or displaced by such defect(s) within a period of one (1) year from the date of the Notice of Completion of the Project without any expense whatever to the Stadium Manager, ordinary wear and tear and unusual abuse and neglect excepted. Contractor shall be required to promptly repair or replace defective equipment or materials, at Contractor’s option. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor.

B. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected Work. The reinstatement of the one (1) year warranty shall apply only to that portion of work that was corrected. Contractor shall perform such tests as Stadium Manager may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. In the event of Contractor’s failure to comply with the above-mentioned conditions within ten (10) Days after being notified in writing of required repairs, to the reasonable satisfaction of the Stadium Manager, the Stadium Manager shall have the right to correct and replace any defective or non- conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse the Stadium Manager for any expenses incurred hereunder immediately upon demand.

C. In addition to the warranty set forth in this Article, Contractor shall obtain for Stadium Manager all warranties that would be given in normal commercial practice and assign to Stadium Manager any and all manufacturer’s or installer’s warranties for equipment or materials not manufactured by Contractor and provided as part of the Work, to the extent that such third-party warranties are assignable and extend beyond the warranty period set forth in this Article. Contractor shall furnish the Stadium Manager with all

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warranty and guarantee documents prior to final Acceptance of the Project by the Stadium Manager as required.

D. When specifically indicated in the Contract Documents or when directed by the Stadium Manager’s Representative, the Stadium Manager may furnish materials or products to the Contractor for installation. In the event any act or failure to act by Contractor shall cause a warranty applicable to any materials or products purchased by the Stadium Manager for installation by the Contractor to be voided or reduced, Contractor shall indemnify Stadium Manager from and against any cost, expense, or other liability arising therefrom, and shall be responsible to the Stadium Manager for the cost of any repairs, replacement or other costs that would have been covered by the warranty but for such act or failure to act by Contractor.

E. The Contractor shall remedy at its expense any damage to Stadium Manager-owned or controlled real or personal property.

F. The Stadium Manager shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect, or damage. The Contractor shall within ten (10) Days after being notified commence and perform with due diligence all necessary Work. If the Contractor fails to promptly remedy any defect, or damage; the Stadium Manager shall have the right to replace, repair or otherwise remedy the defect, or damage at the Contractor’s expense.

G. In the event of any emergency constituting an immediate hazard to health, safety, property, or licensees, when caused by Work of the Contractor not in accordance with the Contract requirements, the Stadium Manager may undertake at Contractor ’s expense, and without prior notice, all Work necessary to correct such condition.

H. Acceptance of Defective Work.

1. If, instead of requiring correction or removal and replacement of Defective Work, the Stadium Manager prefers to accept it, Stadium Manager may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Stadium Manager’s evaluation of and determination to accept such Defective Work and for the diminished value of the Work.

2. If any acceptance of defective work occurs prior to release of the Project Retention, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Stadium Manager shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work and all costs incurred by Stadium Manager.

3. If the Project Retention is held in an escrow account as permitted by the Contract Documents, Contractor will promptly alert the escrow holder, in writing, of the amount of Retention to be paid to Stadium Manager.

4. If the acceptance of Defective Work occurs after release of the Project Retention, an appropriate amount will be paid by Contractor to Stadium Manager.

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I. Stadium Manager May Correct Defective Work.

1. If Contractor fails within a reasonable time after written notice from Stadium Manager’s Representative to correct Defective Work, or to remove and replace rejected Work as required by Stadium Manager, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, Stadium Manager may, after seven (7) Days’ written notice to Contractor, correct, or remedy any such deficiency.

2. In connection with such corrective or remedial action, Stadium Manager may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, take possession of Contractor’s tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which Stadium Manager has paid Contractor but which are stored elsewhere.

Contractor shall allow Stadium Manager and Stadium Manager’s Representative, and the agents, employees, other contractors, and consultants of each of them, access to the Site to enable Stadium Manager to exercise the rights and remedies to correct the Defective Work.

3. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Stadium Manager correcting the Defective Work will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions into the Contract Documents with respect to the Work; and Stadium Manager shall be entitled to an appropriate decrease in the Contract Price.

4. Such claims, costs, losses and damages will include, but not be limited to, all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Defective Work.

5. If the Change Order is executed after all payments under the Contract have been paid by Stadium Manager and the Project Retention is held in an escrow account as permitted by the Contract Documents, Contractor will promptly alert the escrow holder, in writing, of the amount of Retention to be paid to Stadium Manager.

6. If the Change Order is executed after release of the Project Retention, an appropriate amount will be paid by Contractor to Stadium Manager.

7. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to Stadium Manager correcting Defective work.

J. Nothing in the Warranty or in the Contract Documents shall be construed to limit the rights and remedies available to Stadium Manager at law or in equity , including, but not limited to, Code of Civil Procedure Section 337.15.

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ARTICLE 51. DOCUMENT RETENTION & EXAMINATION
A. In accordance with Government Code Section 8546.7, records of both the Stadium Manager and the Contractor shall be subject to examination and audit by the State Auditor General for a period of three (3) years after final payment.

B. Contractor shall make available to the Stadium Manager any of the Contractor’s other documents related to the Project immediately upon request of the Stadium Manager.

C. In addition to the State Auditor rights above, the Stadium Manager shall have the right to examine and audit all books, estimates, records, contracts, documents, bid documents, subcontracts, and other data of the Contractor (including computations and projections) related to negotiating, pricing, or performing the modification in order to evaluate the accuracy and completeness of the cost or pricing data at no additional cost to the Stadium Manager, for a period of four (4) years after final payment.

ARTICLE 52. SEPARATE CONTRACTS
A. The Stadium Manager reserves the right to let other contracts in connection with this Work or on the Project site. Contractor shall permit other contractors reasonable access and storage of their materials and execution of their work and shall properly connect and coordinate its Work with theirs.

B. To ensure proper execution of its subsequent Work, Contractor shall immediately inspect work already in place and shall at once report to the Stadium Manager’s Representative any problems with the Work in place or discrepancies with the Contract Documents.

C. Contractor shall ascertain to its own satisfaction the scope of the Project and nature of any other contracts that have been or may be awarded by the Stadium Manager in prosecution of the Project to the end that Contractor may perform this Contract in the light of such other contracts, if any. Nothing herein contained shall be interpreted as granting to Contractor exclusive occupancy at site of the Project. Contractor shall not cause any unnecessary hindrance or delay to any other contractor working on the Project. If simultaneous execution of any contract for the Project is likely to cause interference with performance of some other contract or contracts, the Stadium Manager’s Representative shall decide which Contractor shall cease Work temporarily and which contractor shall continue or whether work can be coordinated so that contractors may proceed simultaneously. The Stadium Manager shall not be responsible for any damages suffered or for extra costs incurred by Contractor resulting directly or indirectly from award, performance, or attempted performance of any other contract or contracts on the Project site.

ARTICLE 53. NOTICE AND SERVICE THEREOF
All notices shall be in writing and either served by personal delivery or mailed to the other party as designated in the Bid Forms. Written notice to the Contractor shall be addressed to Contractor’s principal place of business unless Contractor designates another address in writing for service of notice. Notice to Stadium Manager shall be addressed to the Stadium Manager as designated in the Notice Inviting Bids unless Stadium Manager designates another address in

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writing for service of notice. Notice shall be effective upon receipt or five (5) calendar days after being sent by first class mail, whichever is earlier. Notice given by facsimile shall not be effective unless acknowledged in writing by the receiving party.

ARTICLE 54. NOTICE OF THIRD PARTY CLAIMS
Pursuant to Public Contract Code Section 9201, the Stadium Manager shall provide the Contractor with timely notification of the receipt of any third-party claims relating to the Contract.

The Stadium Manager is entitled to recover reasonable costs incurred in providing such notification.

ARTICLE 55. STATE LICENSE BOARD NOTICE
Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O. Box 26000, Sacramento, California 95826.

ARTICLE 56. INTEGRATION
A. Oral Modifications Ineffective. No oral order, objection, direction, claim or notice by any party or person shall affect or modify any of the terms or obligations contained in the Contract Documents.

B. Contract Documents Represent Entire Contract. The Contract Documents are fully integrated and represent the entire agreement of the Stadium Manager and Contractor.

ARTICLE 57. ASSIGNMENT OF CONTRACT
Contractor shall not assign, transfer, convey, sublet or otherwise dispose of the rights or title of interest of any or all of this contract without the prior written consent of the Stadium Manager .

Any assignment or change of Contractor’s name of legal entity without the written consent of the Stadium Manager shall be void. Any assignment of money due or to become due under this Contract shall be subject to a prior lien for services rendered or Material supplied for performance of Work called for under the Contract Documents in favor of all persons, firms, or corporations rendering such services or supplying such Materials to the extent that claims are filed pursuant to the Civil Code, the Code of Civil Procedure or the Government Code.

ARTICLE 58. CHANGE IN NAME AND NATURE OF CONTRACTOR’S LEGAL ENTITY Should a change be contemplated in the name or nature of the Contractor’s legal entity, the Contractor shall first notify the Stadium Manager in order that proper steps may be taken to have the change reflected on the Contract and all related documents. No change of Contractor’s name or nature will affect Stadium Manager’s rights under the Contract, including but not limited to the bonds.

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ARTICLE 59. ASSIGNMENT OF ANTITRUST ACTIONS
Pursuant to Public Contract Code Section 7103.5, in entering into a public works contract or subcontract to supply goods, services, or materials pursuant to a public works contract, Contractor or subcontractor offers and agrees to assign to the Stadium Manager all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 USC, Section 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchase of goods, services, or materials pursuant to this contract or any subcontract. This assignment shall be made and become effective at the time the Stadium Manager tenders final payment to the Contractor, without further acknowledgment by the parties.

ARTICLE 60. PROHIBITED INTERESTS
No Stadium Manager official or representative who is authorized in such capacity and on behalf of the Stadium Manager to negotiate, supervise, make, accept, or approve, or to take part in negotiating, supervising, making, accepting or approving any engineering, inspection, construction or material supply contract or any subcontract in connection with construction of the project, shall be or become directly or indirectly interested financially in the Contract.

ARTICLE 61. CONTROLLING LAW
Notwithstanding any subcontr act or other contract with any subcontractor, supplier, or other person or organization performing any part of the Work, this Contract shall be governed by the law of the State of California excluding any choice of law provisions.

ARTICLE 62. JURISDICTION; VENUE
Contractor and any subcontractor, supplier, or other person or organization performing any part of the Work agrees that any action or suits at law or in equity arising out of or related to the bidding, award, or performance of the Work shall be maintained in the Superior Court of Santa Clara County, California, and expressly consent to the jurisdiction of said court, regardless of residence or domicile, and agree that said court shall be a proper venue for any such action.

ARTICLE 63. LAWS AND REGULATIONS
A. Contractor shall give all notices and comply with all laws, ordinances, rules and regulations bearing on conduct of work as indicated and specified. If Contractor observes that drawings and specifications are at variance therewith, it shall promptly notify the Stadium Manager’s Representative in writing and any necessary changes shall be adjusted as provided for in this Contract for changes in work. If Contractor performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to the Stadium Manager’s Representative, it shall bear all costs arising therefrom.

B. Contractor shall be responsible for familiarity with the Americans with Disabilities Act (“ADA”) (42 U.S.C. § 12101 et seq.). The Work will be performed in compliance w ith ADA regulations.

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ARTICLE 64. PATENTS
Contractor shall hold and save the Stadium Manager , officials, officers , employees, and authorized volunteers harmless from liability of any nature or kind of claim therefrom including costs and expenses for or on account of any patented or unpatented invention, article or appliance manufactured, furnished or used by Contractor in the performance of this contract.

ARTICLE 65. OWNERSHIP OF CONTRACT DOCUMENTS
All Contract Documents furnished by the Stadium Manager are Stadium Manager property. They are not to be used by Contractor or any subcontractor on other work nor shall Contractor claim any right to such documents. With exception of one complete set of Contract Documents, all documents shall be returned to the Stadium Manager on request at completion of the Work.

ARTICLE 66. NOTICE OF TAXABLE POSSESSORY INTEREST
In accordance with Revenue and Taxation Code Section 107.6, the Contract Documents may create a possessory interest subject to personal property taxation for which Contractor will be responsible.

ARTICLE 67. SURVIVAL OF OBLIGATIONS
All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor.

END OF GENERAL CONDITIONS

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00 73 13 – SPECIAL CONDITIONS

1.1 Stadium Manager’s Representative.

A. For purposes of this Project unless otherwise modified by the Stadium Manager , the Stadium Manager’s Representative shall be: Stadium Manager’s Vice President, Stadium Projects and Planning or designee.

1.2 Location of the Project.

A. T he Project is located at Levi’s Stadium, 4900 Marie P. DeBartolo Way, Santa Clara, CA.

1.3 Reserved.

1.4 Status of the Project Area and Rights-of-Way.

A. Stadium Manager, at its expense, will provide all rights-of-way or related right-of-way permits, or both, covering the crossing of private property and public and private rights- of-way necessary for the permanent Work; provided, however, Contractor shall, at its expense, obtain any bonds or insurance policies or pay any fees and enter into any agreements required by a controlling authority, e.g., Santa Clara Valley Transit Authority (VTA), Santa Clara Valley Water District or City of Santa Clara, before Contractor enters upon any property or right-of-way under the jurisdiction of any such controlling authority for the purpose of performing Work.

B. Stadium Manager has acquired or is negotiating to acquire any rights-of-way, or both, necessary for the permanent Work.

C. If such permits are required, all operations of Contractor shall conform to the restrictions, regulations, and requirements set forth in said permits, copies of which will be included in the Contract Documents.

D. Contractor may be required, as a condition for receiving final payment, to obtain, and provide Stadium Manager’s Representative with copies of, executed damage releases from the owners of public and private property whose property has been damaged by the Work. The damage releases will be on a form provided by Stadium Manager.

E. Contractor shall, also, as a condition for receiving final payment, obtain, and provide Stadium Manager’s Representative with c opies of, executed damage releases from the owners of certain public and private property or areas which have been crossed by the Work or otherwise affected by the Work. The damage releases will be on a form provided by Stadium Manager.

1.5 Site Data.

A. The data provided herein is for the information of Contractor and is subject to all limitations and conditions set forth in the Contract Documents.

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1.6 Pre-Purchased or Pre-Negotiated Material.

NOT USED

1.7 Modification of Hours of Work.

NOT USED.

1.8 Project Retention.

In accordance with Public Contract Code Section 7201, Stadium Manager will withhold 5% of each progress payment as retention on the Project.

1.9 Reserved.

1.10 Liquidated Damages Due to Contractor Delay.

A. Time is of the essence. Should Contractor fail to complete all or any part of the Work within the time specified in the Contract Documents, Stadium Manager will suffer damage, the amount of which is difficult, if not impossible, to ascertain and, pursuant to the authority of Government Code Section 53069.85, Stadium Manager shall therefore be entitled to $500.00 per Day as liquidated damages for each Day or part thereof that actual completion extends beyond the time specified.

B. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent Stadium Manager, in case of Contractor's default, from terminating the Contractor.

1.11 Utility Outages – Notices to Residents.

A. Should Contractor’s operations require interruption of any utility service, Contractor shall notify Stadium Manager at least ten (10) Days prior to the scheduled outage.

Contractor will notify all impacted residents on a form provided by Stadium Manager at least seven (7) Days prior to the scheduled outage.

B. Contractor shall be responsible for providing, at its cost, any temporary utility or facilities necessitated by the utility outage.

1.12 Schedule Constraints.

A. It is anticipated that the Contractor will be unable to perform Work on the Project site at least 48 hours prior to and 24 hours after any event with a projected attendance greater than 10,000 people without prior written approval from the Stadium Manager.

Specific known dates for these events at this time include the following dates:

1. June 10, 2023

2. July 2, 2023

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3. July 22, 2023

4. July 28-29, 2023

5. August 30, 2023

6. September 16, 2023

7. All NFL home games
In addition to the foregoing known event dates, the Stadium Manager reserves the right to add up to three (3) additional event dates the addition of which shall not constitute cause for additional time or compensation to be added to the Contract.

B. Stadium Manager has considered these Schedule Constraints when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Constraints.

1.13 Noise Restrictions
A. Contractor shall use only such equipment on the Work and in such state of repair so that the emission of sound therefrom is within the noise tolerance level of that equipment as established by Cal/OSHA.

B. Contractor shall comply with the most restrictive of the following: (1) local sound control and noise level rules, regulations and ordinances and (2) the requirements contained in these Contract Documents, including hours of operation requirements.

C. No internal combustion engine shall be operated on the Project without a muffler of the type recommended by the manufacturer. Should any muffler or other control device sustain damage or be determined to be ineffective or defective, the Contractor shall promptly remove the equipment and shall not return said equipment to the job until the device is repaired or replaced. Said noise and vibration level requirements shall apply to all equipment on the job or related to the job, including but not limited to, trucks, transit mixers or transit equipment that may or may not be owned by the Contractor.

1.14 Safety Programs.

A. In addition to all other safety requirements of the Contract Documents, Contractor must comply with Cal/OSHA safety requirements at all times during the completion of the Work.

B. Stadium Manager has considered these Safety Programs when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Programs.]

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1.15 Coordination with Other Contractors.

A. In addition to the Contract requirements relating to other work at the Site, Stadium Manager anticipates that other contractors will be performing work within the Site.

B. Stadium Manager has considered these other contractors when determining the Contract Times and no additional time or compensation will be added to the Contract due to these other contractors.

1.16 Levi’s Stadium – Jobsi te Rules.

A. The Contractor (to include all contractors, vendors, subcontractor and employees of each) shall adhere to the following rules while on site:

1. Contractor shall park in only approved Contractor designated parking areas as identified by Stadium Manager.

2. No smoking, drugs, or alcohol permitted on site.

3. Contractor work area must be left in a clean, neat and orderly condition at the end of each day. If the Contractor fails to perform daily cleaning the Stadium Manager reserves the right to clean up debris at Contractor expense.

4. Contractor shall coordinate with Stadium Manager for use of restroom facilities prior to Project.

5. Contractor to schedule work hours with Stadium Manager prior to Project. Work outside of regularly schedule hours shall require prior written approval by Stadium Manager.

6. Contractor shall coordinate employee break areas with the Stadium Manager prior to Project. All lunch and break debris generated by the Contractor must be disposed of immediately in appropriate containers ( i.e., glass, aluminum, cardboard, etc.).

7. No radios, iPods, music devices with earbuds, etc. allowed. NO EXCEPTIONS.

8. Contractor shall report Project status to the Stadium Manager weekly and provide an update on the progress of the work. Contractor shall contact Stadium Manager immediately should any incidents occur or if any conflicts with these jobsite rules should arise.

9. Personal Protective Equipment (“PPE”), including but not limited to, proper safety clothing MUST be worn at all times while on jobsite. Any personnel without proper safety clothing will not be allowed on site. This include office personnel and visitors.

Appropriate PPE shall be coordinated with the Stadium Manager prior to Project.

10. The Contract supervisor assigned to this job must have the ability to make employees follow ALL jobsite rules.

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11. NO children (under 18 years old) are allowed on site.

12. Contractor, to include all employees and visitors, must register each day for stadium access through the Stadium Manager provided visitor management and access control system. Contractor employees are subject to health screening prior to approval of site access. Contractor employees shall adhere to all Stadium Manager site access requirements.

13. Contractors and all employees must stay in their area as required and defined in the Project scope of work. Any Contractor employee found outside of the authorized Project area will be removed from the property and may not return to the site.

14. Contractor Equipment / Vehicles – Contractor shall coordinate delivery and use of all equipment brought and used on site (owned or rented) with the Stadium Manager prior to Project. Equipment shall display markings identifying the following information for each piece of equipment while on site:
o Contractor’s Company Name
o Contractor’s Equipment Contact
o Contact Phone Number
o Duration On-Site (i.e., 06/02/21- 06/15/21)
Equipment requiring this information includes, but is not limited to, the following types of equipment:
o Material Handling Equipment (such as Forklifts and Pallet Jacks) o Golf Carts
o Flatbeds
o Manlifts
o Vehicles
o Job Boxes
o Trailers
o Other Equipment
Anyone operating this equipment must have the proper certifications, operate them in compliance with Cal/OSHA standards, and shall follow any Stadium Manager safety protocols.

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B. Social Media Policy. This policy governs contractors use of social media, including any online tools used to share content and profiles, such as personal web pages, message boards, networks, communities, and social networking websites including, but not limited to, Facebook, Twitter, Instagram, LinkedIn, Snapchat, Tumblr, Reddit, and web blogs. The lack of explicit reference to a specific site or type of social media does not limit the application of this policy. The Contractor (and all employees) are prohibited from the following:

1. Using social media to post or to display comments about Stadium Manager, the San Francisco 49ers, Levi’s Stadium, co- workers, supervisors, clients, vendors, suppliers or members of management that are vulgar, obscene, physically threatening or intimidating, harassing, or otherwise constitute a violation of the Stadium M anager’s workplace policies against discrimination, retaliation, harassment, or hostility on account of any protected category, class, status, act or characteristic.

2. Infringing on Stadium’s logos, brand names, taglines, slogans or other trademarks.

Contractors and their agents, owners, and employees shall comply with the laws regarding copyrights, trademarks, rights or publicity and other third party rights.

3. Posting or displaying content that is an intentional public attack on the quality of the Stadium’s products and/or services in a manner that a reasonable person would perceive as calculated to harm the Stadium’s business and is unrelated to any employee concern involving wages, hours, or other terms and conditions of employment.

4. Posting a photograph of a supervisor, manager, co-worker (including players and coaches in non-public settings), vendor, supplier, or client without that individual's express permission.

Violations of this policy may result in disciplinary action up to and including removal from the jobsite. Please contact the Stadium Manager if you have any questions about this policy.

1.17 Procurement and Contract Proc
ess Integrity and Conflict of Interest Guidelines
A. PURPOSE

1. The purpose of these Guidelines is to ensure integrity in the Stadium Manager ’s procurement and contract processes, to educate Stadium Manager employees, consultants, uncompensated outside parties and any person involved in the decision to award a contract about potential Conflicts of Interest, and to establish guidelines for procedural screening of Conflicts of Interest.

2. The Stadium Manager desires to provide a fair opportunity to participants in competitive processes for the award of Stadium Manager contracts by promulgating integrity and removal of Conflicts of Interest in all co mpetitive solicitations.

B. DEFINITIONS

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1. PURCHASING MANAGER
a. “Purchasing Manager” is the Stadium Manager representative designated by the Stadium Manager to be responsible for the Stadium Manager’s procurement process.

2. ELECTED OFFICIAL
a. "Elected Official" means the City of Santa Clara Mayor, Council Members, City Clerk, and Chief of Police.

3. COUNCIL APPOINTEES
a. "Council Appointees" means the City of Santa Clara City Manager, City Attorney, and City Auditor.

4. SOLICITATION
a. "Solicitation" means, but is not limited to, specification development, preparation and issuance of requests for proposals, quotes, qualifications or bids, evaluation of responses and submissions, and other evaluations which lead to an award of a Stadium Manager contract.

C. GENERAL PROVISIONS

1. COMMUNICATION PROTOCOL
a. Prior to Issuance of Solicitations: Prior to the issuance of Solicitations, contact between prospective respondents and Stadium Manager staff, consultants or City of Santa Clara elected officials is permissible.
b. After Issuance of Solicitations and prior to Submission deadline for Solicitations: After issuance of Solicitations, all contact between prospective respondents and the Stadium Manager with regard to the Solicitation must be directed to the procurement contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries with regard to the Solicitation to the procurement contact. All requests for clarification, objections to the structure, content, or distribution of a Solicitation, or other inquiries must be made in writing and the Stadium Manager shall answer to these clarifications, objections, and inquiries in writing via addenda to the Solicitation. c. After Submission Deadline of Solicitations and prior to Issuance of a Notice of Intended Award: After the submission deadline of Solicitations, all contact regarding the procurement between respondents and the Stadium Manager and participants in the evaluation process, who are not Stadium Manager employees or representatives, must be directed to the procurement contact designated in the Solicitation. Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document.
d. After Issuance of a Notice of Intended Award: The Stadium Manager will issue a notice of intended award to all respondents including the basis for selection and instructions for filing a protest. All respondents shall follow the procedures for protest as indicated in the

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Solicitation document. During the protest period, Stadium Manager staff and consultants will refer all inquiries to the procurement contact identified in the Solicitation document. e. After Completion of Protest Period: After completion of the protest period contact between prospective respondents and Stadium Manager staff, consultants and City of Santa Clara elected officials is permissible.

D. RESPONDENT'S CODE OF CONDUCT

1. By submitting a response to a Stadium Manager Solicitation, respondents are individually and solely responsible for ensuring compliance with these Guidelines on behalf of the respondent's employees, agents, consultants, lobbyists, or other parties or individuals engaged for purposes of developing or supporting a response. In addition to adhering to these Guidelines, respondents may not collude, directly or indirectly among themselves in regard to the amount, terms or conditions of a Solicitation, influence any Stadium Manager staff member or evaluation team member throughout the solicitation process, including the development of specifications, submit incorrect information in the response to a Solicitation or misrepresent, or fail to disclose material facts during the evaluation process. Any evidence indicating a respondent has failed to adhere with any section of these Guidelines may result in the respondent's disqualification from the procurement as well as possible debarment.

E. CONFIDENTIALITY DURING EVALUATION PROCESS

1. Stadium Manager staff, consultants, and outside evaluators who are participants in the evaluation process are required to sign a confidentiality agreement which binds the participants not to share any information about responses received and the evaluation process until the Stadium Manager issues a notice of intended award.

F. CONFLICT OF INTEREST

1. Elected officials, appointed officials, their staffs, and Stadium Manager employees and consultants are expected to avoid any conflicts of interest. Further, such individuals should avoid the appearance of conflicts of interest in order to ensure that Stadium Manager decisions are made in an independent and impartial manner. In general, the designated Stadium Manager procurement contact, in consultation with the Stadium Manager’s Chief Financial Officer (“CFO”) shall take measures to ensure that the Stadium Manager avoid any conflict of interests in procurement processes of Stadium Manager contracts. Specifically, these measures include that:
a. Persons who may not be regularly involved in Stadium Manager procurements review this Exhibit and other ethical standards and elicit such information from them to enable the Stadium Manager to determine if the person's participation would create a conflict of interest. Such persons shall include, but are not limited to:
(i) authors of specifications

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(ii) paid and unpaid evaluators
(iii) paid and unpaid consultants who assist in the procurement process b. The CFO shall discuss any potential conflict of interest identified with Stadium Manager’s legal department and document the resulting determination, and take appropriate action including, but not limited to, removal of an employee, consultant, or outside uncompensated party from the procurement activity or cancellation of a Solicitation.

G. ALLEGATIONS OF CONFLICT OF INTEREST

1. Prior to the Solicitation release, up to award of contract, any allegations of conflict of interest by a Stadium Manager employee, consultant, or other participant in the pre- Solicitation and Solicitation process shall be reported to the CFO. The CFO shall investigate the alleged conflict of interest in consultation with the Stadium Manager’s legal department and document the resulting determination.

H. ALLEGATIONS OF MISCONDUCT

1. At any time during a Solicitation process, any misconduct by a Stadium Manager employee, consultant, or other participant in the pre- Solicitation and Solicitation process, shall be reported to the CFO. The CFO shall investigate the alleged misconduct, in consultation with the procurement contact, and others, as appropriate. Nothing in these guidelines is intended to prohibit anyone from communicating with the CFO or legal department about any alleged misconduct.

END OF SPECIAL CONDITIONS

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
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01 00 00 – GENERAL REQUIREMENTS
PART 1 -- GENERAL

1.1 DESCRIPTION
This Project replaces select flooring, wall, and other associated finishes in the premium areas of Levi’s Stadium including the BNY East and West, United, Levi’s 501, Yahoo, and Fii Clubs. The Project does not include any modifications to structural elements or MEP/AV/IT systems.

PART 2 -- PRODUCTS (NOT USED)
PART 3 -- EXECUTION

3.1 LAYOUT OF WORK AND QUANTITY SURVEYS
General. The Contractor shall utilize a properly licensed surveyor to perform all layout surveys required for the control and completion of the Work, and all necessary surveys to compute quantities of Work performed.

Stadium Manager and/or the Stadium Manager’s Representative has established primary control to be used by the Contractor for establishing lines and grades required for the Work.

Primary control consists of benchmarks and horizontal control points in the vicinity of the Work. A listing a nd identification of the primary co ntrol is provided on the Drawings. Before beginning any layout work or constructio n activity, the Contractor shall check and verify primary contr ol, and shall advise the Stadium Manager Representative of any discrepancies.

Quantity surveys. The Contractor shall perform such surveys and computations as are necessary to determine quantities of Work performed or placed during each progress payment period, and shall perform all surveys ne cessary for the Stadium Manager Representative to determine final quantities of Work in place. The Stadium Manager Representative will determine final quantities based upon the survey data provided by the Contractor, and the design lines and grades. If r equested by the Stadium Manager Representative, the Contractor shall provide an electronic copy of data used for quantity computations.

All surveys performed for measurement of final quantities of Work and material shall be subject to approval of Stadium Manager’s Representative. Unless waived by Stadium Manager’s Representative in each specific case, quantity surveys made by the Contractor shall be made in the presence of Stadium Manager’s Representative.

Surveying
A.

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1. Accuracy. Degree of accuracy shall be an order high enough to satisfy tolerances specified for the Work and the following:
(a) Right-of-way and alignment of tangents and curves shall be within 0.1 foot. (b) Structure points shall be set within 0.01 foot, except where operational function of the special features or installation of metalwork and eq uipment require closer tolerances. When formwork has been placed and is ready for concrete, the Contractor shall check the formwork for conformance with the drawings and to ensure that the forms are sufficiently within the tolerance limits for the completed work.
(c) Cross-Section points shall be located within 0.1 foot, horizontally and vertically. (d) Aerial Mapping shall m eet National Mapping Standards for 2- foot contour intervals.

Records. Survey data shall be recorded in accordance with recognized professional surveying standards. Original f ield notes, com putations, and other su rveying data shall be recorded on electronic data collectors or in standard field books and must be of sufficient quality to enable the Contractor to prepare accurate record drawings as required by the Contract Documents.

Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required for surveys for the layout of work and quantity surveys shall be included in the Schedule of Pay Items for items of work requiring the surveys.

No additional compensation shall be made to the Contractor for this Work.

3.2 SCHEDULE
Estimated Schedule. Within 14 Days after the issuance of the Notice to Proceed, Contractor shall prepare a Project schedule and shall submit this to the Stadium Manager’s Representative for Approval. The receipt or Approval of any schedules by the Stadium Manager’s Representative or the Stadium Manager shall not in any way relieve the Contractor of its obligations under the Contract Documents. The Contractor is fully responsible to determine and provide for any and all staffing and resources at levels which allow for good quality and timely completion of the Project. Contractor’s failure to incorporate all elements of Work required for the performance of the Contract or any inaccuracy in the schedule shall not excuse the Contractor from performing all Work required for a completed Project within the specified Contract time period. If the required schedule is not received by the time the first payment under the Contract is due, Contractor shall not be paid until the schedule is received, reviewed and accepted by the Stadium Manager’s Representative.

Schedule Contents. The schedule shall indicate the beginning and completion dates of all phases of construction; critical path for all critical, sequential time related activities; and “float time” for all “slack” or “gaps” in the non -critical activities. The schedule shall clearly identify all staffing and other resources which in the Contractor’s judgment are needed to complete the Project within the time specified for completion.

The overall Project Schedule duration shall be within the Contract time.

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Schedule Updates. Contractor shall continuously update its construction schedule.

Contractor shall submit an updated and accurate construction schedule to the Stadium Manager’s Representative monthly when requested to do so by Stadium Manager’s Representative. Contractor shall also submit schedules showing a three week detailed look-ahead at bi-weekly meetings conducted with the Stadium Manager. The Stadium Manager’s Representative may withhold progress payments or other amounts due under the Contract Documents if Contractor fails to submit an updated and accurate construction schedule.

3.3 TEMPORARY FIELD OFFICE
NOT USED.

3.4 PROTECTION OF WORK AND PROPERTY
All traffic detector loops, fences, walls, culverts, property line monuments, or other obstructions (except property line monuments within five (5) feet of the centerline of the mains) which are removed, damaged, or destroyed in the course of the Work, shall be replaced or repaired to the original condition. If Contractor provides the Stadium Manager with reasonable notice of the need for such repair or replacement, it shall be performed by the Stadium Manager . If the Contractor fails to provide the Stadium Manager with reasonable notice, the repair or replacement shall be performed by and at the expense of the Contractor to the satisfaction of the Stadium Manager, whether or not those obstructions have been shown on the Plans, unless otherwise stated herein. It is then the Contractor’s responsibility to employ at its expense a Licensed Land Surveyor to restore all property line monuments located more than five (5) feet from the centerline of the mains, which are destroyed or obliterated. Property line monuments located within five (5) feet of the centerline of the mains will be replaced by the Stadium Manager at no expense to the Contractor, provided the Stadium Manager is notified at least 48 hours before the property line monuments are damaged.

Contractor shall provide such heat, covering, and enclosures as are necessary to protect all Work, materials, equipment, appliances, and tools against damage by weather conditions.

Contractor shall take adequate precautions to protect existing sidewalks, curbs, pavements, utilities, and other adjoining property and structures, and to avoid damage thereto, and Contractor shall repair any damage thereto caused by the Work operations. Contractor shall:

1. Enclose the working area with a substantial barricade, and arrange work to cause minimum amount of inconvenience and danger to the public.

2. Provide substantial barricades around any shrubs or trees indicated to be preserved.

3. Deliver materials to the Project site over a route designated by the Stadium Manager’s Representative.

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4. P rovide any and all dust control required and follow the Applicable air quality regulations as appropriate. If the Contractor does not comply, the Stadium Manager shall have the immediate authority to provide dust control and deduct the cost from payments to the Contractor.

5. Confine Contractor’s apparatus, the storage of materials, and the operations of its workers to limits required by law, ordinances, permits, or directions of the Stadium Manager’s Representative. Contractor shall not unreasonably encumber the Project site with its materials.

6. Take care to prevent disturbing or covering any survey markers, monuments, or other devices marking property boundaries or corners. If such markers are disturbed by accident, they shall be replaced by a civil engineer or land surveyor acceptable to the Stadium Manager, at no cost to the Stadium Manager.

7. Ensure that existing facilities, fences and other structures are all adequately protected and that, upon completion of all Work, all facilities that may have been damaged are restored to a condition acceptable to the Stadium Manager.

8. Preserve and protect from injury all buildings, pole lines and all direction, warning and mileage signs that have been placed within the right-of-way.

9. At the completion of work each day, leave the Project site in a clean, safe condition.

10. Comply with any stage construction and traffic control plans. Access to residences and businesses shall be maintained at all times, unless otherwise permitted in writing by the Stadium Manager.

These precautionary measures will apply continuously and not be limited to normal working hours. Full compensation for the Work involved in the preservation of life, safety and property as above specified shall be considered as included in the prices paid for the various contract items of Work, and no additional allowance will be made therefore.

Should damage to persons or property occur as a result of the Work, Contractor shall be responsible for proper investigation, documentation, including video or photography, to adequately memorialize and make a record of what transpired. The Stadium Manager shall be entitled to inspect and copy any such documentation, video, or photographs.

3.5 SITE CONDITIONS SURVEYS
Work Included.

Contractor shall conduct thorough pre -construction and post -construction site condition surveys of the entire project area. Site Conditions surveys shall include written documentation of the conditions found, as well as photographs and video recordings of the area within at least 80 feet of any construction area and staging area.

The written notes, photographs, and video shall be suitable for forensic purposes to resolve any damage claims that may arise as a result of construction.

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Submittals.

1. Written documentation of site condition survey at pre -construction and post- construction.

2. Photographs as described herein of pre- construction and post -construction conditions.

3. Video recordings as described herein of pre- construction and post -construction conditions.

4. Submittals shall be made within three days of the surveys. All post -construction data shall be submitted prior to the final project inspection.

Site Condition Written Documentation.

Written documentation shall include the time, date, and conditions under which the site survey was made. The documentation shall note the condition of structures, pavement, sidewalks, utilities, fences, and etc. within the work areas.

Photographs.

1. General – Contractor shall take enough photographs during each site survey to provide a record of conditions existing prior to construction and conditions after construction. Pre -construction photographs shall be taken prior to any construction or mobilization of equipment, but not more than one week prior to actual start of work. The pre-construction photographs may be staged at different times to match the progression of the Work.

2. The photographs shall document existing damage to public and private facilities, both prior to and after construction. Conditions to be documented include, but are not limited to: s idewalk cracks, broken curbs, separated property walls, improvements within public right -of-ways, access roads used, utility covers and markings, signs, pavement striping, pavement, unique or unusual conditions, adjacent driveways, landscaping, survey markers, and any feature directed by the Stadium Manager’s Representative. Private property that is adjacent to the public right-of-way shall be documented to the extent visible from the public right-of-way.

3. Photographs shall include items to indicate scale, as needed. In particular, scales or other items shall be laid next to close ups of structural cracks and other damaged areas being recorded. Scaling shall also be used to document elevation differences, as needed.

4. One set of color prints shall be submitted. Additional sets shall be available for reviewing in settling any construction disputes. A set of photos shall also be furnished in electronic format. The resolution shall be at least equal to 7 mega- pixels. All photos shall be documented as to time and date taken, photographer, project number, location, and orientation. Documentation shall include a brief description of objects photographed.

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Video Recording.

1. Video recordings shall document the conditions of the entire area affected by construction, as well as nearby structures and facilities. The general documentation requirements for videos are the same as for photographs. Video recorders shall accurately and continuously record the time and date.

2. Video recordings shall include an audio portion made simultaneously during the videoing. The audio recording shall describe the location, time, orientation, and objects being recorded. Special commentary shall be provided for unusual conditions or damage noted.

3. Video equipment shall be capable of producing high resolution images and shall have zoom capabilities.

4. Video recordings shall provide an overall picture of the sites and shall provide detailed images of damaged areas. Video shall extend to the maximum height of structures.

5. The Stadium Manager’s Representative shall have the right to reject any audio video recordings submitted with unintelligible audio, uncontrolled pan or zoom, or of poor quality. Video recordings shall be repeated when rejected.

6. Video recordings shall be submitted with labels indicating the project, date, recorder, and other pertinent information. Recordings shall be submitted on standard DVDs in a standard format.

Timing.

Contractor shall provide written notice of the time scheduled for the site conditions survey and the place it is to begin. Contractor shall obtain the Stadium Manager’s Representative concurrence prior to beginning the condition survey. The Stadium Manager’s Representative reserves the right to cancel the survey due to weather conditions or other problems. Videoing shall be done during times of good visibility and no videoing or photography shall be done during periods of visible precipitation or when standing water obscures pavement. Contractor shall provide the Stadium Manager’s Representative with an opportunity to have a representative present when taking the photos and provide guidance during photographing.

Site Surveyor.

The site condition surveyor(s) shall be experienced in construction and potential damage concerns. The site condition surveyor(s) shall be familiar with the photography and video equipment being used.

Field Quality Control.

Prior to submitting videos and photographs, the Contractor shall spot check the photos and videos in the field to insure they accurately reflect the actual conditions and to insure they are correctly labeled.

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Soils Compaction Testing.

1. All soils compaction testing will be done by a licensed geotechnical engineer furnished by the Stadium Manager. Soils compaction testing will be done for all footings and foundations prior to placement of rebar or concrete.

2. For pipeline construction, soil compaction testing will be done at 100-foot intervals at the bottom of the trench prior to placement of pipe bedding; at the top of the pipe bedding above the pipe; every two vertical feet of trench backfill; at the top of the trench backfill, which should be the bottom of the pavement Section; and at the top of the aggregate base prior to pavement construction.

3.6 SUBMITTAL REQUIREMENTS FOR MANUALS AND RECORD DRAWINGS General. The Contractor shall furnish all materials and perform all Work required for furnishing submittals to Stadium Manager in accordance with Contract Documents.

Technical Manuals.

1. The Contractor shall submit technical operation and maintenance information for each item of mechanical, electrical and instrumentation equipment in an organized manner in the Technical Manual. It shall be written so that it can be us ed and understood by Stadium Manager’s operation and maintenance staff.

2. The Technical Manual shall be subdivided first by specification Section number; second, by equipment item; and last, by "Category." "Categories" shall conform to the following (as applicable):
(a) Category 1 - Equipment Summary:
(1) Summary: A summary table sha ll in dicate the e quipment name, equipment number, and process area in which the equipment is installed. (b) Category 2 - Operational Procedures:
(1) Procedures: Manufacturer -recommended procedures on the f ollowing shall be included in Part 2:
a. Installation
b. Adjustment
c. Startup
d. Location of controls, special tools, equipment required, or related instrumentation needed for operation
e. Operation procedures
f. Load changes
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g. Calibration
h. Shutdown
i. Troubleshooting
j. Disassemb ly
k. Reassem bly
l. Realignment
m. Testing to determine performance efficiency
n. Tabulation of proper settings for all pressure relief valves, low and high pressure switches, and other protection devices
o. List of all electrical re lay settings including alarm and contact settings
(c) Category 3 - Preventive Maintenance Procedures:
(1) Procedures: Prevent ive maintenance proc edures shall include all manufacturer-recommended procedures to be performed on a periodic basis, both by removing and replacing the equipment or component, and by leaving the equipment in place.
(2) Schedules: Recommended frequency of preventive maintenance procedures shall be included. Lubrication schedules, including lubricant SAE grade, type, and temperature ranges, shall be covered. (d) Category 4 - Parts List:
(1) Parts List: A complete parts list shall be furnished, including a generic description and manufacturer's identific ation number for each part.

Addresses and telephone numbers of the ne arest supplier and parts warehouse shall be included.
(2) Drawings: Cross-sectional or exploded view drawings shall accompany the parts list.
(e) Category 5 - Wiring Diagrams:
(1) Diagrams: Part 5 shall include complete internal and connection wiring diagrams for electrical equipment items.
(f) Category 6 - Shop Drawings:
(1) Drawings: This part shall include approved shop or fabrication drawings, complete with dimensions.
(g) Category 7 - Safety:

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(1) Procedures: This part describes the safety precautions to be taken when operating and maintaining the equipment or working near it. (h) Category 8 - Documentation:
(1) All equipment warranties, affidavits, and certifications required by the Technical Specifications shall be placed in this part.

3. The Contractor shall furnish to Stadium Manager six (6) identical Technical Manuals. Each set shall consist of one or more volumes, each of which shall be bound in a standard binder.

Spare Parts List - The Contractor shall furnish to Stadium Manager six (6) identical sets of spare parts information for all mechanical, electrical, a nd instrumentation equipment. The spare parts list shall include the current list price of each spare part.

The spare parts list shall in clude those spare parts which each manufacturer recommends be maintained by Stadium Manager in inventory. Each manufacturer or supplier shall indicate the name, address, and telephone number of its nearest outlet of spare parts to assist Stadium Manager in ordering. The Contractor shall cross- reference all spare parts lists to the equipment numbers designated in the Contract Documents. The spare parts lists shall be bound in standard size, 3-ring binder.

Record Drawings

1. The Contractor shall maintain one record set of Drawings at the Site. On these, it shall mark all Project conditions, locations, configurations, and any other changes or deviations which may vary from the information represented in the original Contract Documents, including bu ried or concealed construction a nd utility features which are revealed during the course of construction. Special attention shall be given to recording the horizontal and vertical location of all buried utilities that differ from the locations indicated, or which were not indicated on the Contract Drawings. Said record drawings shall be supplemented by any detailed sketches as necessary or directed to fully indicate the Work as actually constructed. These master record drawings of the as-built conditions, including all revisions made necessary by Addenda and Change Orders shall be maintained up-to-date during the progress of the Project. Red ink shall be used for alterations and notes. Notes shall identify relevant Change Orders by number and date.

2. For all Projects involving the installation of any pipeline, Contractor shall survey and record the top of the pipe at a minimum of every 100 linear feet, and at each bend, recording both the horizontal and vertical locations.

3. Record drawings shal l be accessible to Stadium Manager’s Representative at all times during the construction period. Failure on the Contractor’s part to keep record drawings current could result in withholding partial payment.

4. Upon Completion of t he Project and as a condition of final acce ptance, the Contractor shall finalize and deliver a complete set of Record Drawings to Stadium Manager’s Representative. The information submitted by the Contractor will be assumed to be correct, and the Contractor shall be responsible for, and liable to C.

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Stadium Manager , for the accuracy of such information, and for any errors or omissions which may or may not appear on the Record Drawings.

Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete the Manuals and Record Drawings shall be included in Contractor’s bid and distributed in the Schedule of Pay. No additional compensation shall be made to the Contractor for this Work.

3.7 MATERIALS
Materials to be Furnished by the Contractor

1. Inspection of Materials. Materials furnished by the Contractor which will become a part of the Project shall be subject to inspection at any one or more of the following locations, as determined by Stadium Manager’s Representative: at the place of production or manufacture, at the shipping point, or at the site of the Work. To allow sufficient ti me to provide for inspection, the Contractor shall submit to Stadium Manager’s Representative, at the time of issuance, co pies of purchase orders or other written instrument confirming procurement of the ma terials, including drawings and other pertinent information, covering materials on which inspection will be made.

2. No later than fourteen ( 14) Days prior to manufacture of ma terial, Contractor shall inform Stadium Manager’s Representative, in writing, the date the material is to be manufactured.

3. Contractors Obligations. The in spection of materials at any of the locations specified above or the waiving of the inspection thereof shall not impact whether the materials and equipment conform to the Contract Documents. Contractor will not be relieved from furnishing materials meeting the requirements of the Contract Documents due to Stadium Manager ’s inspection or lack of inspection of the equipment or materials. Acceptance of any materials will be made only a fter materials are installed in the Project.

4. Cost. Unless ot herwise called for by the Cont ract Documents, the cost of all material, equipment, and labor required to accommodate Stadium Manager ’s testing efforts, in cluding an y travel required by Contractor’s forces, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items related to the materials requiring testing. No additional compensation shall be made to the Contractor for this Work.

3.8 LOCAL CONDITIONS AND REQUIREMENTS
Access to Work and Haul Routes

1. General. All work on the rights-of-way necessary for access to the Site shall be performed by the Contractor.

2. Access, Da mage, Restoration. The Contractor shall make his own investigation of the condition of available public or p rivate roads and o f clearances, E.

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restrictions, bridge-load limits, permit or bond requirements, and other limitations that affect or may affect transportation and ingress or egress at the Site. Claims for changes in Contract Price or Co ntract Times arising out of the unavailability of transportation facilities or limitations thereon shall not be considered by Stadium Manager.

3. The Contractor shall maintain and repair any damage arising out of Contractor’s operations to all roads used during construction of the Project, and upon completion of all Work, but prior to final acceptance, the roads shall be restored to their original condition. Prior t o using any road for access to the Site, the Contractor shall conduct a photograph and/or video survey of the roadway with a copy submitted to Stadium Manager’s Representative.

4. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this Work, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Power. Contractor shall provide at its own expense all necessary power required for operations under the contract. The Contractor shall provide and maintain in good order such modern equipment and installations as shall be adequate in the opinion of the Stadium Manager’s Representative to perform in a safe and satisfactory manner the Work required by the contract.

Construction Water.

1. Construction water shall not be used for purposes other than those required to satisfactorily complete the contract.

2. All connections to the Stadium Manager's water system used for the purposes of obtaining construction water shall utilize a temporary construction meter and backflow prevention device supplied by the Stadium Manager. The Stadium Manager-furnished backflow prevention device shall be tested immediately after installation and the construction meter and backflow prevention device shall not be placed into service until the backflow prevention device passes such tests.

Backflow prevention device testing shall be performed in accordance with applicable standards, and test results shall be provided to the Stadium Manager’s Representative. If the temporary construction meter and backflow prevention device are moved to alternate location(s) during construction, the backflow prevention device shall again be tested as described above immediately after re- installation.

3. For each temporary construction meter requested by the Contractor for the performance of work under this contract, an amount equivalent to the deposit requirement for te mporary construction meters listed in the current approved version of the Stadium Manager ’s Policies and Procedures Manual shall be withheld from the final contract payment until the temporary construction meters are returned.

Operation of Existing Water Facilities
B.

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1. The Contractor shall not operate any of the existing water systems, including pumps, motors, and hydrants, but shall contact the Stadium Manager four (4 ) calendar days in advance with a list and location of the water system facilities that will require operating, opening, stopping, or closure by the Stadium Manager.

2. At the option of the Stadium Manager’s Representative, the Contractor may be permitted to operate valves for the purpose of making connections to existing mains. The Stadium Manager will perform all notification to existing customers regarding temporary loss of service.

3. Contractor shall submit a request on Stadium Manager’s standard form for any shut-down of existing water facilities.

Construction at Existing Utilities

1. General. Where the Work to be performed crosses or otherwise interferes with water, sewer, gas, or oil pipelines; buried cable; or other public or private utilities, the Contractor shall perform construction in such a manner so that no damage will result to either public or private utilities. It shall be the responsibility of the Contractor to determine the actual locations of, and make accommodates to maintain, all utilities.

2. Permission, Notice and Liability. Before any utility is taken out of service, permission shall be obtained by the Contractor from the owner. The owner, any impacted resident or business owner and the Stadium Manager Representative will be advised of the nature and duration of the utility outage as well as the Contractor’s plan for providing temporary utilities if required by the owner. The Contractor shall be liable for all damage which may result from its failure to maintain utilities during the progress of the Work, and the Contractor shall indemnify Stadium Manager as required by the Contract Documents from all claims arising out of or connected with damage to utilities encountered during construction; damages resulting from disruption of service; and injury to persons or damage to property resulting from the negligent, accidental, or intentional breaching of utilities.

3. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to complete this Work, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Traffic Control

1. General. Contractor sha ll abide by traffic con trol plans ap proved by the appropriate jurisdiction.

2. Protections. Roads subject to interference by the Work shall be kept open or suitable temporary passages through the Work shall be provided and maintained by the Contractor. The Contractor shall provide, erect, and maintain all necessary barricades, suitable and sufficient flasher lights, flag persons, danger signals, and signs, and shall take all necessary precautions for the protection of the Work and E.

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the safety of the public. No construction work along public or private roads may proceed until the Contractor has proper barricades, flasher lights, flag persons, signals, and signs in place at the construction site.

Cleaning Up

1. Contractor at all times shall keep premises free from debris such as waste, rubbish, and excess materials and equipment. Contractor shall not store debris under, in, or about the premises. Contractor shall also clean all asphalt and concrete areas to the degree necessary to remove oil, grease, fuel, or other stains caused by Contractor operations or equipment. The use of water, resulting in mud on streets, will not be permitted as substitute for sweeping or other methods. Dust control may require having a water truck onsite for the duration of the project, and/or use of temporary hoses and pipelines to convey water.

2. Contractor shall fully clean up the site at the completion of the Work. If the Contractor fails to immediately clean up at the completion of the Work, the Stadium Manager may do so and the cost of such clean up shall be charged back to the Contractor.

3.9 ENVIRONMENTAL QUALITY PROTECTION
Environmental Conditions

1. Contractor must comply with all applicable environmental laws, Project conditions, and constraints.

2. Stadium Manager has considered these Environmental Conditions when determining the Contract Times and no additional time or compensation will be added to the Contract due to these Conditions.

Landscape and Vegetation Preservation

1. General. The Contractor shall exercise care to preserve the natural landscape and vegetation, and shall co nduct operations so as to prevent u nnecessary destruction, scarring, or defacing of the natural surroundings in the vicinity of the Work.

2. Damage and Restoration. Movement of crews and equipment within the rights-of- way and over routes provided for access to the Work shall be pe rformed in a manner to prevent damage to property. When no longer required, construction roads shall be restored to original contours.

3. Upon completion of the Work, and following re moval of construction facilities and required cleanup, land used for construction purposes and not required for G.

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the completed installation shall be scarified and regraded, as required, so that all surfaces are left in a condition that will facilitate natural revegetation, provide for proper drainage, and prevent erosion.

Protected Species

1. General. If, in the performance of the Work, evidence of the possible occurrence of any Federally listed threatened or endangered plant or animal is discovered, the Contractor shall notify the Stadium Manager Repr esentative immediately, giving the location and nature of the findings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to Stadium Manager within 2 Days.

2. Procedures. The Contractor shall immediately cease all construction activities in the immediate area of the di scovery to the extent necessary to protect the endangered plant or animal.

If directed by the Stadium Manager Representative, Contractor will refrain from working in th e immediate a rea, suspend the Work in its entirety, or alter its performance to ensure full compliance with all applicable pe rmits, laws and regulations. Any Stadium Manager directed changes to the Work as a result of a siting will be pursuant to the Contract Documents.

3. False Siting. Any costs or delays incurred by Stadium Manager or the Contractor due to unreasonable or false notification of an endangered plant or animal will be borne by the Contractor.

4. Cost. Unless otherwise called for by the Cont ract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Preservation of Historical and Archeological Resources

1. General. If, in the performance of the Work, Contractor should unearth cultural resources ( for example, human re mains, animal bones, stone tools, artifacts and/or midden deposits) through excavation, grading, watering or other means, the Contractor notify the Construction/Archeological Monitor and/or the Stadium Manager Representative immediately, giving the location and nature of the f indings. Written confirmation of the evidence, location and nature of the findings shall be forwarded to the Construction/Archeological Monitor and/or Stadium Manager within 2 Days.

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2. Procedures. The Contractor shall immediately cease all construction activities in the immediate area of the discovery to the extent necessary to protect the cultural resource.

If directed by the Stadium Manager Representative, Contractor will refrain from working in the immediate area, suspend the Work in its entirety, or re-sequence and/or alter its performance to ensure full compliance with all applicable permits, laws and regulations. Should the presence of cultural resources be confirmed, the Contractor will assist the Stadium Manager Representative and the Construction/Archeological Monitor in the preparation and implementation of a data recovery plan. The Contractor shall provide such cooperation and assistance as may be necessary to preserve the cultural resources for removal or other disposition. Any Stadium Manager directed changes to the Work as a result of the cultural resource will be pursuant to the Contract Documents.

3. Contractor’s Liability. Should Contractor, without permission, injure, destroy, excavate, appropriate, or remove any cultural resource on or adjacent to the Site, it will be subject to disciplinary action, arrest and penalty under applicable law. The Contractor sh all be principally responsible for all co sts of mitigation and/or restoration of cu ltural resources r elated to the unauthorized actions identified above. Contractor sha ll be required to pay for unauthorized damage and mitigation costs to cultural resources (historical and archeological resources) as a result of un authorized activities th at damage cultural resources and sh all indemnify Stadium Manager pursuant to the Contract Documents.

4. Cost. Unless ot herwise called for by the Contract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Dust and Pollution Control

1. Contractor shall provide all necessary material, equipment and labor to prevent and control the emission of dust and any other potential pollutant on site.

2. Contractor shall not discharge into the atmosphere from any source smoke, dust or other air co ntaminants in violation of the law, ru les, and regulations of t he governing agency.

3. Cost. Unless otherwise called for by the Contract Documents, the cost of all material, equipment, and labor required to comply with this paragraph, shall be included in Contractor’s bid and distributed in the Schedule of Pay Items. No additional compensation shall be made to the Contractor for this Work.

Fugitive Dust
NOT USED.

Management of Storm, Surface and Other Waters
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1. Storm water, surface water, groundwater, and nuisance, or other waters may be encountered at various times during construction of the Project. Federal and State laws require the Stadium Manager and its contractors to manage such waters pursuant to the requirements of California State Water Resources Control Board Order Number 2009-0009-DWQ, the Federal Clean Water Act, and the California Porter Cologne Water Quality Control Act. Contractor acknowledges that it has investigated the risk arising from such waters in conjunction with the Project, and assumes any and all risks and liabilities arising therefrom.

2. The Contractor shall perform all construction operations in such a manner as to comply, and ensure all subcontractors to comply, with all a pplicable Fe deral, State, and local laws, orders, and regulations concerning the control and abatement of water pollution; and all terms and conditions of any applicable permits issued for the Project. In the event there is a conflict between Federal, State, and local laws, regulations, and requirements, the most stringent shall apply.

3. Contractor violations. If noncompliance should occur, the Contractor shall report this to the Stadium Manager Representative imm ediately, with the specific information submitted in writing within 2 Days. Consistent violations of applicable Federal, State, or local laws, orders, regulations, or Water Quality Standards may result in Stadium Manager stopping all site activity until compliance is ensured. The Contractor shall not be entitled to any change in Contract Price or Contract Times, claim for damage, or additional compensation by reason of such a work stoppage.

Corrective measures required to bring activities into compliance shall be at t he Contractor's expense.

4. Compliance with Construction General Storm water Permit. Contractor shall be required to comply with all aspects of the State Water Resources Control Board (State Board) Water Quality Order No. 2009-0009-DWQ, Nat ional Pollutant Discharge Elimination System Ge neral Permit for Storm Water Discharges Associated wi th Constructi on Activity (Permit) for all projects that involve construction on or disturbance of one acre or more of land or which are part of a larger common area of development.
(a) Contractor shall
prepare and implement a Storm Water Pollut ion Prevention Plan (SWPPP) for the Project site based on the appropriate Risk Level requirements, and draft and coordinate submittal of all Permit r elated documents with Stadium Manager ’s Legally Responsible P erson and/or Authorized Signatory as those te rms are defined in t he Permit. The Contractor shall submit the SWPPP to the Stadium Manager Representative for review not less t han fifteen ( 15) Days prior to the sta rt of on- site construction work. Stadium Manager will file the Notice of Intent and pay the filing fee.
(b) The SWPPP shall be developed by a Qualified SWPPP Developer and implemented by a Qualified SWPPP Practitioner as those terms are defined in the Permit and shall include industry standard requirements for water quality control including but not be limited to the following:
(1) Sediment and erosion control measures to manage sediment and

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erosion including vegetative practices, st ructural cont rol, silt fences, straw dikes, sediment controls or operator controls as appropriate.

Storm water management measures shall be instituted as required, including velocity dissipate rs, and solid waste con trols shall address controls for building materials and offsite tracking of sediment. (2) Wastewater and storm water management controls to divert offsite surface flows around the Project site and to divert surface flows within the Project area away from areas of open earth or stockpiles of building and other materials. Wastewater from general construction activities, such as drain water collection, aggregate processing, concrete batching, drilling, grouting, or other construction operations, shall not enter flowing or dry watercourses without having met the authorized non-storm water discharge requirements lis ted in State Board Water Quality Order No. 2009-0009-DWQ, Section III.C., including proper notification to the Regional Water Board.
(3) Pollution pr evention measures inclu ding methods of dewatering, unwatering, excavating, or stockpilin g earth and rock materials which include prevention measures to control silting and erosion, and which will intercept and settle any runoff of sediment-laden waters. (4) Turbidity prevention measures for prevention of excess turbidity including, but are not restricted to, intercepting ditches, settling ponds, gravel filter entrapment dikes, flocculating processes, recirculation, combinations thereof, or other approved methods that are not harmful to aquatic life. All such wastewaters discharged into sur face waters, shall contain the least concentration of settleable material possible, and shall meet all conditions of Section 402, the National Pollutant Discharge Elimination System (NPDES) permit.
(5) Overall constr uction site management measures to address changes at the Project site as the Project moves through different phases and changes that account for rainy and dry season management practices. (6) Pollution c ontrol measures and con struction act ivity methods that will prevent entrance, or accidental spillage, of solid matter, contaminants, debris, or other pollutants or wastes, into streams, flowing or dry watercourses, lakes, wetlands, r eservoirs, or underground water sources. Such pollutants and wastes include, but are not restricted to:
refuse, garbage, cement, sanitary waste, industrial waste, hazardous materials, ra dioactive su bstances, oil and other petroleum products, aggregate processing, tailings, mineral salts, and thermal pollution. (7) Control measures for stockpiled or de posited materials prohibiting the stockpile or deposit of excavated materials, or other construction materials, near or on stream banks, lake shorelines, or other watercourse perimeters where they can be washed away by high water or storm runoff, or can, in any way, encroach upon the watercourse. (8) Develop and implement a Rain Event Action Plan (REAP), if required, that must be designed and implemented to p rotect all ex posed portions of

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the site 48 hours prior to any likely precipitation event. (9) Monitoring, r eporting and record keeping, as necessary to achieve compliance with applicable Permit requirements, including but not limited to annual reports and rain event reports.
(c) Before any Permit related documents, including the SWPPP, rain event reports, or annual reports may be submitted to the State Board or implemented on the Project site, they must first be reviewed and approved by Stadium Manager. (d) Stadium Manager retains the right to procure and maintain coverage under the Permit for the Project site if the Contractor fails to draft a SWPPP or other Permit related document, or fails to proceed in a manner that is satisfactory to Stadium Manager. Stadium Manager reserves the right to implement its own SWPPP at the Project site, and hire additional contractors to maintain compliance. Whether Contractor has adequately maintained complian ce with the Permit shall be Stadium Manager’s sole determination. In the event that Contractor has failed or is unable to maintain compliance with the Permit, any costs or fines incurred by Stadium Manager in implementing a SWPPP, or otherwise maintaining compliance with the Construction General Permit shall be paid by the Contractor.
(e) Failure to implement the SWPPP or otherwise comply with the Permit is a violation of federal and state law. Contractor hereby agrees to indemnify the Indemnified Parties as required by the Contract Documents for any noncompliance or alleged noncompliance with the Permit arising out of or in connection wi th the Project, except f or liability resulting fr om the sole established negligence, willful misconduct or active negligence of the Indemnified Parties. Stadium Manager may seek damages from Contractor for delay in completing the Contract in accordance with the Contract Documents, caused by Contractor’s failure to comply with the Permit.

5. In addition to compl iance with the Permit, Contractor shall comply with the lawful requirements of any applicable municipality, district, drainage district, flood control district, and other local a gencies regarding discharges of sto rm water, surface water, groundwater or other nuisance waters off of the Project site.

6. Oil storage tanks management.
(a) Storage tank placement. All oil or other petroleum product (hereinafter referred to collec tively as oil) storage tanks sh all be placed at least 20 feet from streams, flowing or dry watercourses, lakes, wetlands, reservoirs, and any other water source.
(b) Storage area dikes. Storage areas shall be diked at least 12 inches high or graded and sloped to permit safe containment of leaks and spills equal to the capacity of all tanks an d/or containers loca ted within each area, plus a sufficient amount of freeboard to contain the 25-year rainstorm. (c) Diked area barriers. Diked areas shall have an impermeable barrier at least 10 mils thick. Areas used for refueling operations shall have an impermeable liner at least 10 mils thick buried under 2 to 4 inches of soil.

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(d) Spill Prevention Control and Countermeasure Plan (SPCC). Where the location of a construction site is such that oil from an accidental spillage could reasonably be expected to enter into or upon the navigable waters of t he United States or adjoining shorelines, and the aggregate storage of oil at the site is over 1,320 gallons or a single container has a capacity in excess of 660 gallons, the Contractor shall prepare an SPCC Plan. The Contractor shall submit the SPCC Plan to the Stadium Manager’s Representative at least 30 days prior to delivery or storage of oil at the site. The Plan must have been reviewed and certified by a registered professional engineer in accordance with 40 C.F.R., part 112.

7. Underground tank prohibition. The Contractor shall not use underground storage tanks.

8. Construction safety standards. The Contractor shall comply with the sanitation and potable water requirements of Section 7 of United States Bureau of Reclamation's publication “Reclamation Safety And Health Standards.”

9. Other Permits.
(a) Other permits applicable to the Project are listed in the Special Conditions.

The Contractor shall obtain all other necessary licenses and permits. (b) Monitoring. The Contractor is required to conduct monitoring in order to meet the requirements of the permits, which may include sampling, te sting and inspections.
(c) Recordkeeping. The Contrac tor shall retain all records and data required by the permits for the time specified in the contract.

10. Cost. Except as specified herein, t he cost of complying with this Section sha ll be included in t he Schedule of Pay Items for work which necessitate the water pollution prevention measures required by this paragraph.

Federal Aviation Association (FAA) Notice and Coordination.

1. Any temporary construction activity that exceeds 200 feet above ground level limitation requires the Contractor to give notice, coordinate and schedule the temporary construction activity with the FAA in advance of the activity. The Stadium Manager recommends two (2) weeks advance notice to the FAA, but it is the responsibility of the Contractor to obtain approval from the FAA prior to the activity. An example of an activity that might exceed the 200-foot elevation ceiling is a temporary crane operation to lift signs into place. The permanent location of any part of any sign installed as part of the Project may not exceed the 200- foot elevation ceiling above ground level in accordance with FAA restrictions.

Playing Surface Restriction.

1. At no time will the Contractor be allowed to use the turf playing field on the Project site to operate equipment, set up cranes or stage materials or equipment. All H.

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
-104- 01 00 00 – GENERAL REQUIREMENTS

construction operations shall be conducted outside the limits of the turf playing field on the Project site.

END OF GENERAL REQUIREMENTS

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
105 TECHNICAL SPECIFICATIONS

TECHNICAL SPECIFICATIONS

SUMMARY
This Project replaces select flooring, wall, and other associated finishes in the premium areas of Levi’s Stadium including the BNY East and West, United, Levi’s 501, Yahoo, and Fii Clubs. The Project does not include any modifications to structural elements or MEP/AV/IT systems.

SCOPE OF WORK

1. Base Bid Scope: Aesthetic Improvements – Premium Areas and Special Event Spaces a) Contractor shall perform painting and epoxy painting of walls, soffits and wall bases, replacement of metal and cementitious panels, replacement of rubber base, replacement of broadloom and tile carpeting, replacement of ceramic floor tiles and replacement of walk-off mats as shown on the Plans and Specifications referenced below. b) Approximate quantities of work to be performed are set forth below for reference purposes only. Quantities must be verified by the Contractor at the time of bid. Note:
this is a lump sum item of work and the lump sum amount bid by the contractor is a final pay quantity.

1. Painting: Estimated at 26,459 sf +/-

2. Epoxy Painting: Estimated at 5,296 sf. +/-

3. Paint at Soffits: Estimated at 8,074 sf. +/-

4. Metal Panel Replacement: Estimated at 256 sf. +/-

5. Cementitious Panel Replacement: Estimated at 269 sf. +/-

6. Rubber Base: Estimated at 4,427 lf. +/-

7. Painted Wall Base: Estimated at 1,030 lf. +/-

8. Broadloom Carpeting: Estimated at 9,191 sf. +/-

9. Tile Carpeting: Estimated at 32,376 sf. +/-

10. Ceramic Floor Tile: Estimated at 9,968 sf. +/-

11. Walk-off Mat: Estimated at 1,732 sf. +/-
2) Add Alternate Bid Item #1: Extend Walk-Off Mats
a) Contractor shall extend the walk-off mats as shown on the Plans and Specifications. b) Approximate quantities of work to be performed are set forth below for reference purposes only. Quantities must be verified by the Contractor at the time of bid. Note:
this is a lump sum item of work and the lump sum amount bid by the contractor is a final pay quantity.

1. Walk-off Mat Extension: Estimated at 784 sf. +/-
3) Add Alternate #2 – Restore Terrazzo
a) Contractor shall restore the terrazzo flooring as shown on the Plans and Specifications. b) Approximate quantities of work to be performed are set forth below for reference purposes only. Quantities must be verified by the Contractor at the time of bid. Note:
this is a lump sum item of work and the lump sum amount bid by the contractor is a final pay quantity.

1. Terrazzo Restoration: Estimated at 25,300 sf +/-
4) The Contracto r shall provide all materials, equipment , tools, labor, supervision and project management necessary to complete the Project. Except as otherw ise specified herein , Contrac tor is responsible for obtaining all permits and approvals from authorities having jurisdiction over the Project as may be necessary to complete the Project. 5) Refer to the Plans and Specifications referenced below for additional information.

PLANS AND SPECIFICATIONS

1. Follow the hyperlink to download the following Plans and Specifications for this Project:

PERMITS
No building permits are required for this Work as it is replacement of existing finishes only.

GENERAL REQUIREMENTS

1. Contrac tor shall provide protect ion for all existing building components beneath and around the Work. Any damage to existing building components caused by Contractor shall be immed iately repaired or replaced at Contractor's sole expense in a manner acceptable to and approved by Stadium Manager.

2. In all active Work areas, Contractor shall provide, install and maintain all necessary barricades and warnings to prohibit pedestrian access into any affected Work area. This not only includes areas surround ing the Work , but also includes areas below the Work. Levi's Stadium is an active building containing employees, guests, and other contractors on a daily basis.

3. Cleaning and Protection
a. Protect all adjacent equipment , material and property. b. At end of each workday, remove rubbish, empty cans, rags, and other discarded materials from Project site. Secure, locate and position all unused materials and equipment, including man lifts, to the satisfaction of Stadium Manager. c. Upon completion of the Work, remove unused materials, debris, containers, footing forms and equipment from the Project site. Remove protective coverings and clean the exposed surfaces of the Work to remove dirt, stains and other substances , by methods as recommended by manufacturers.

MATERIAL S

1. Contractor shall perform the Work in accordance with the requirements specified in the Technical Specifications and Plans and Specifications for the Base Bid Scope, Additive Levi's Stadium Aesthetic Improvements - Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
106 TECHNICAL SPECIFICATIONS

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
107

Alternate Bid Item #1 scope, and Additive Alternate Bid Item #2 scope.

2. Refer to the Notice Inviting Bids regarding requirements associated with “or-equal” substitutions. Contractor shall be solely responsible for ensuring and verifying the parts, equipment, and materials required to complete all Work on the Project, including any approved “or-equal” substitutes, are compatible with existing equipment and systems.

SUBMITTALS

1. Contractor shall submit parts and pieces identified in the “Materials” section of this document to the Stadium Manager or its designee for review and approval.

INSTALLATION

1. The Contractor is responsible for the installation of material and equipment per the manufacturer requirements. Contractor shall provide all tools, labor, materials, and accessories necessary to complete the installation per the manufacturer requirements.

2. The Project site is Levi’s Stadium, which is located at the following address:

Levi’s Stadium
4900 Marie P. DeBartolo Way
Santa Clara, CA 95054

SCHEDULE

1. Delivery and installation of materials is required within the Contract Time specified in the Contract Documents. Contractor shall coordinate with Stadium Manager to schedule delivery, site access, and installation of materials.

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
108 EXHIBIT “A”
Change Order Form

EXHIBIT “A”

CHANGE ORDER FORM
Forty Niners Stadium Management Company LLC

Contract Change Order #

Project: Change Order No.:

Orig. Contract Amt.:

Days

Contract No.:

Contractor: Prev. Appvd. Changes: $ Days
Owner: Forty Niners Stadium Management
Company LLC
This Change: $ Days
Revised Contract Amt.: $ Days

This Change Order covers changes to the subject Contract as described herein. The Contractor shall construct, furnish equipment and materials, and perform all work as necessary or required to complete the Change Order items for a lump sum price agreed upon between the Contractor and Forty Niners Stadium Management Company LLC, otherwise referred to as Owner.

Item
No.

Description of Changes
Increase/
(Decrease)
in Contract
Amount
Contract
Time
Extension,
Days

1 2

Totals

4900 Marie DeBartolo Way
Santa Clara, CA 95054

Levi’s Stadium Aesthetic Improvements – Premium
Areas and Special Event Spaces Project
RFB Number: RFB FY23-0057
109 EXHIBIT “A”
Change Order Form

The amount of the Contract will be increased by the sum of $_______________ and the Contract Time shall be extended by ____ calendar days. The undersigned Contractor approves the foregoing Change Order #___ as to the changes, if any, in the Contract Price specified for each item including any and all supervision costs and other miscellaneous costs relating to the change in work, and as to the extension of time allowed, if any, for completion of the entire work on account of said Change Order #___. The Contractor agrees to furnish all labor and materials and perform all other necessary work, inclusive of the directly or indirectly related to the approved time extension, required to complete the Change Order items. This document will become a supplement of the Contract and all provisions will apply hereto. It is understood that the Change Order shall be effective when approved by the Owner.

Contractor accepts the terms and conditions stated above as full and final settlement of any and all claims arising ou t of or related to the subject of this Change Order and acknowledges that the compensation (time and cost) set forth herein comprises the total compensation due for the work or change defined in the Change Order, including all impact on any unchanged work. By signing this Change Order, the Contractor acknowledges and agrees that the stipulated compensation includes payment for all Work contained in the Change Order, plus all payment for any acceleration or interruption of schedules, extended overhead costs, delay, and all impact or cumulative impact on all Work under this Contract. The signing of this Change Order acknowledges full mutual accord and satisfaction for the change and that the stated time and/or cost constitute the total equitable adjustment owed the Contractor as a result of the change. The Contractor hereby releases and agrees to waive all rights, without exception or reservation of any kind whatsoever, to file any further claim or request for equitable adjustment of any type, for any reasonably foreseeable cause that shall arise out of, or as a result of, this Change Order and/or its impact on the remainder of the Work under the Contract.

Accepted:

(Signature) Contractor’s Authorized Representative Date

Recommended:

(Signature) [**INSERT NAME, TITLE**] Date

Approved:

(Signature) [**INSERT NAME, TITLE**] Date

Item
No.

Justification for Change(s)

1 2

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1097 Agenda Date: 12/12/2023

REPORT TO COUNCIL

SUBJECT
Action on FY 2022/23 Budget Year-End Report and Approve the Related Budget Amendments

COUNCIL PILLAR
Enhance Community Engagement and Transparency

EXECUTIVE SUMMARY
To close out each fiscal year, a Budget Year-End Report is prepared that reconciles funds based on actual year-end performance and brings forward associated budget adjustments. This report includes changes to fund balances assumed in the development of the FY 2023/24 budget, other adjustments to account for needed changes resulting from actual year-end performance, and recommendations to allocate any additional fund balance above the amounts assumed in the budget or balancing actions if those fund balances drop below the levels assumed in the budget.

This report provides the year-end financial condition of the City of Santa Clara on a budgetary basis for the fiscal year ended June 30, 2023 and a summary of year-end performance for the General Fund, Special Revenue Funds, Enterprise Funds, Internal Service Funds, Debt Service Funds, and Capital Funds. The report includes the recommended approval of a limited number of FY 2022/23 budget amendments to address expenditure overages at year-end, FY 2023/24 budget amendments necessary based on the final FY 2022/23 results, capital project carryover adjustments, and the recommended allocation of the General Fund fund balance.

In FY 2022/23, the City’s revenue collections continued to improve from the COVID-19, impacts. This improvement exceeded expectations and General Fund revenues ended the year above the budgeted estimate. To help address the General Fund budget challenges, cost controls remained in place, generating expenditure savings. Performance in other funds typically met expectations.

BACKGROUND
The budgetary year-end close process accounts for the year-end revenues and expenditures as well as the resulting ending reserves and fund balances for each budgeted fund. The funds are reconciled to the budgetary fund balances in the Annual Comprehensive Financial Report (ACFR).

This report includes the following recommended budget adjustments:
1) required budget ratifications due to over-expended appropriations in FY 2022/23 (Attachment 1); and
2) FY 2023/24 budget actions, including reconciliations of carryover capital projects, grants, special revenue funds, and donation funds; revisions to the starting FY 2023/24 fund balances and reserves based on the actual FY 2022/23 year-end performance; and any other necessary adjustments (Attachment 2).

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In addition to the budget actions, this report includes tables that summarize the performance of other funds (Attachment 3) and a summary of the fund balance adjustments in each fund (Attachment 4).

Section 1305 of the Charter of the City of Santa Clara, entitled 'Budget - Appropriations,' states that:
…from the effective date of the budget, the several amounts stated therein as proposed expenditures shall be and become appropriated to the several departments, offices and agencies for the respective objects and purposes therein named; all appropriations shall lapse at the end of the fiscal year to the extent that they shall not have been expended or lawfully encumbered; and at any meeting after the adoption of the budget, the City Council may amend or supplement the budget by motion adopted by the affirmative votes of at least five members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget.

Because appropriations lapse at the end of each fiscal year, it is necessary to carryover funds to complete capital projects and other projects and to account for grants and donations. Adjustments to the fund balance amounts assumed in the adopted budget are also necessary based on the actual prior year-end results. This includes the allocation of any additional fund balance above the amounts assumed in the budget or balancing actions if those fund balances drop below the levels assumed in the budget.

Each year as part of budget development and budget close-out, staff also reviews the reserve balances, including the General Fund Budget Stabilization Reserve and the Capital Projects Reserve as well as reserve levels in other funds. Per Council Policy, the Budget Stabilization Reserve target is set to cover operations for three months (25% of General Fund expenses) and the Capital Projects Reserve target is set at a minimum balance of $5.0 million with a goal of having sufficient funds to fund capital projects included in the City’s biennial capital budget and five-year CIP. For the FY 2023/24 budget, the City Council approved a Budget Stabilization Reserve level at a minimum level of 15% of expenditures as part of the budget balancing strategy.

DISCUSSION
This report includes a brief summary of budget to actual revenue and expenditure/ expense performance for the General Fund, Special Revenue Funds, Internal Service Funds, and Enterprise Funds.

Information is also included regarding the recommended budget amendments, the impact of FY 2022/23 performance on the General Fund, necessary ratifications to address FY 2022/23 expenditure overages, a summary of the unfunded retirement liability and Pension Stabilization Reserve, and the status of General Fund and other reserves.

General Fund
Overall, General Fund revenues exceeded the budget while expenditures ended the year below budget in FY 2022/23. After the required adjustments ($1.9 million) to close out FY 2022/23, the General Fund ended the year with a surplus of $36.4 million available to distribute. Budget actions are recommended to allocate those additional funds.

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General Fund Revenues
In FY 2022/23, actual revenues and transfers of $286.7 million were $25.3 million (9.7%) above the budgeted estimate of $261.4 million as shown in Table 1 below. Revenues exceeded the budget in all categories except Fines and Penalties. The categories with the largest positive variances include Transient Occupancy Tax ($6.4 million), Sales Tax ($4.3 million), Silicon Valley Power (SVP) Transfer ($3.4 million), Interest ($2.8 million), Other Revenue ($2.7 million), Other Fees for Services ($1.8 million), Rents ($1.5 million), and Licenses and Permits ($1.3 million). It is important to note that a portion of the higher revenues in the Licenses and Permits, Other Fees for Services, and Interest categories are allocated to the Advanced Planning Fee Reserve, the Technology Fee Reserve, and the Pension Stabilization Reserve.

Table 1 - FY 2022/23 General Fund Revenues and Transfers In Final Budget vs. Actual
Description Adopted Budget
Final
Budget Actual Revenue
Variance
Favorable/
(Unfavorable)
Percent
Variance
Property Taxes 75,261,000 84,125,000 84,599,469 474,469 0.6% Sales Tax 60,173,000 60,173,000 64,497,774 4,324,774 7.2% Documentary Transfer Tax 1,480,000 1,480,000 1,504,082 24,082 1.6% Transient Occupancy Tax 12,600,000 12,600,000 18,989,012 6,389,012 50.7% Franchise Taxes 4,780,000 4,780,000 4,874,306 94,306 2.0% Rents 11,336,766 11,336,766 12,881,964 1,545,198 13.6%
State Revenues 250,000 250,000 293,123 43,123 17.2%
Other Agencies Revenues 60,000 829,838 1,342,191 512,353 61.7% Licenses and Permits 3,597,000 3,855,000 5,142,133 1,287,133 33.4% Fines and Penalties 1,465,000 1,615,000 1,399,432 (215,568) -13.3% Other Fees for Services 38,622,245 41,418,831 43,239,023 1,820,192 4.4% Interest 2,532,000 2,532,000 5,377,883 2,845,883 112.4% SVP Transfer 26,170,000 26,170,000 29,584,030 3,414,030 13.0% Other Revenue 150,000 215,761 2,928,860 2,713,099 1257.5% Total Revenue 238,477,011 251,381,196 276,653,282 25,272,086 10.1% Total Transfers From 3,581,374 10,023,895 10,023,429 (466) 0.0% Total Revenue 242,058,385 261,405,091 286,676,711 25,271,620 9.7% · Property Tax - receipts of $84.6 million were $0.5 million (0.6%) above the budgeted estimate of $84.1 million. This collection level was 13.4% above the FY 2021/22 level of $74.6 million, reflecting strong growth in the secured, supplemental, and unsecured property tax categories. A portion of this growth was due to the cessation of the pass-through payments and allocations into the Redevelopment Property Tax Trust Fund for the former Santa Clara Redevelopment Agency (RDA). Effective FY 2022/23, the loss to the former RDA was allocated directly back through normal property tax distributions, resulting in additional Secured Property Tax.

There continues to be a legal challenge on the distribution of the property tax related to the Education Revenue Augmentation Fund (under Proposition 98, a portion of property tax receipts are 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 City of Santa Clara Printed on 12/8/2023Page 3 of 15
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23-1097 Agenda Date: 12/12/2023
contributed the funding). The County of Santa Clara has recommended setting aside 22% of the excess ERAF receipts starting from FY 2020/21. These funds have been set aside in a reserve that was established in FY 2022/23. A budget adjustment of $138,000 is recommended to true up the ERAF Reserve through FY 2022/23. In addition, an action is recommended to recognize the portion of the FY 2023/24 excess ERAF Property Tax funds that had been held back due to the legal challenge and allocate those funds to the ERAF Reserve ($1.3 million). · Sales Tax - The sales tax category, which includes general sales tax and public safety sales tax proceeds, totaled $64.5 million. This collection level was $4.3 million (7.2%) above the budgeted estimate of $60.2 million due to strong growth of 20.2% in the third quarter and 18.3% in the fourth quarter of FY 2022/23. This collection level was 13.4% above the FY 2021/22 level of $56.9 million, significantly exceeding the 1.5% growth in FY 2020/21 and 1.1% growth in FY 2021/22. Some of this revenue reflects adjustments from prior fiscal year quarters. Factoring out these adjustments, annual growth for local businesses totaled 7.4% with increases experienced in all sectors (business-to-business up 2.8%, construction up 8.8%, food products up 20.3%, general retail up 2.2%, and transportation up 15.2%). The countywide pool allocated to Santa Clara also experienced growth of 10.9% in FY 2022/23.
· Documentary Transfer Tax - receipts in this category of $1.5 million were at the budgeted estimate. This collection level, however, was well below the $2.4 million collected in FY 2021/22. · Transient Occupancy Tax (TOT) - TOT receipts totaled $19.0 million in FY 2022/23, exceeding the budget estimate of $12.6 million, the FY 2021/22 receipts of $10.8 million, and the FY 2020/21 receipts of $2.9 million. This collection level, however, remains 16% below the pre-COVID level of $22.5 million in FY 2018/19. The increase in receipts is due in part to the TOT rate increase that went into effect in January 2022. Factoring out the rate increase, TOT tracked at approximately 70% of pre-pandemic levels.
· Franchise Taxes - ended the fiscal year at $4.9 million, which is $0.1 million (2.0%) above the budget estimate. Revenues were 5.2% above the FY 2021/22 collection level. · Rents - rent revenues totaled $12.9 million, exceeding the budgeted estimate of $11.3 million.

This reflected higher commerce/peddler’s plaza lease revenue, higher right-of-way revenue, and higher parks and recreation facility and sports field rentals. · State Revenues/Other Agencies Revenue - State revenues totaled $293,000, exceeding the budget of $250,000 due to higher Motor Vehicle In Lieu fees. Other Agencies revenue totaled $1.3 million, exceeding the budgeted estimate of $0.8 million due primarily to SB 90 reimbursements and the distribution of lease revenue from the Santa Clara Redevelopment Successor Agency. · Licenses and Permits - receipts totaled $5.1 million, which was $1.3 million above budgeted estimates due to advanced planning revenues of $1.6 million that had not been estimated in this category. These funds are allocated to the Advanced Planning Reserve. The higher collections in this area were partially offset by lower than budgeted receipts in the busines licenses and fire permits categories.
· Fines and Penalties - revenues totaled $1.4 million, falling below the budgeted estimate of $1.6 City of Santa Clara Printed on 12/8/2023Page 4 of 15
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million due to lower than budgeted traffic and vehicle code fines and municipal fines. Actual collections exceeded the FY 2021/22 receipts of $431,000 due to the full year resumption of late fee collections that had been paused during the pandemic. · Other Fees for Services - category encompasses various fees and reimbursements, such as those collected for plan check and zoning, engineering, fire prevention, stadium activities, and recreational activities. Revenues totaling $43.2 million ended the year above the final budget of $41.4 million due primarily to higher receipts in the technology fee, fire construction permit fees, fire hazardous generation fees, and stadium-related reimbursements. The higher collections in these areas were partially offset by lower than budgeted receipts in the engineering fees category.

The FY 2022/23 revenues exceeded the FY 2021/22 collection level of $36.4 million, with the largest positive variances in the stadium-related reimbursements, recreation fees, and fire construction permit fees categories.
· Interest Earnings - totaled $5.4 million and consisted of General Fund interest earning of $4.4 million and investment earnings in the Pension Trust Fund of $1.0 million (reflected as an increase to the Pension Stabilization Reserve). The General Fund interest earnings of $4.4 million exceeded the budgeted estimate of $2.5 million. This collection level was above the FY 2021/22 level of $3.4 million but below FY 2020/21 ($5.6 million) and FY 2019/20 ($7.0 million). The yields on the City’s portfolio was up in FY 2022/23 (e.g., June 2023 securities portfolio yield of 2.16% versus 1.43% in June 2022).
· Transfer from Silicon Valley Power (SVP) - revenues are directly related to the revenues collected by the City’s Electric Utility Department. Per the City’s charter, SVP pays 5% of their gross cash revenues to the General Fund. Based on SVP’s actual cash revenue collections through June 30, 2023, the City’s General Fund received $29.6 million, which was $3.4 million above the budgeted estimate of $26.2 million and $2.3 million (8.5%) above the FY 2021/22 receipts of $27.3 million.
· Other Revenue - this category totaled $2.9 million, well above the budget estimate of $0.2 million and the FY 2021/22 collection level of $0.8 million. The increase is primarily attributed to the $2.32 million settlement between the City, the Santa Clara Stadium Authority, and the Forty- Niners SC Stadium Company LLC and Forty Niners Stadium Management Company LLC (collectively, the Forty-Niners).
· Transfers From Other Funds - transfers of $10.0 million were consistent with the budget.

General Fund Expenditures
In FY 2022/23, actual expenditures of $271.4 million were $17.2 million (6.0%) below the budget of $288.6 million as shown in Tables 2 and 3 below. Overall, departments ended the fiscal year below budget, reflecting the expenditure controls implemented during COVID-19.

The detailed comparison of budget to actual expenditures are shown in Tables 2 and 3, with Table 2 showing the expenditures by department and Table 3 showing expenditures by category (e.g., salaries; materials, services and supplies; and transfers).

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In evaluating the expenditures by department (Table 2), all departments remained within their General Fund budgets with the largest savings in the Police, Library and Parks & Recreation Departments and Non-Departmental.

Table 2 - FY 2022/23 General Fund Expenditures and Transfers Out Final Budget vs. Actual by Department
Description Adopted Budget
Final
Budget
Actual
Expenditures/
Enc.

Variance
Favorable/
(Unfavorable)
Percent
Variance
General Government
Mayor and City Council 861,105 862,396 665,445 196,951 22.8% City Attorney's Office 3,224,735 3,690,974 3,348,470 342,504 9.3% City Clerk's Office 2,190,050 2,093,661 2,081,446 12,215 0.6% City Manager's Office 6,501,438 6,292,428 5,099,636 1,192,792 19.0% Finance 19,411,507 20,022,300 18,921,549 1,100,751 5.5% Human Resources 4,632,786 4,578,451 3,900,283 678,168 14.8% Total General Government 36,821,621 37,540,210 34,016,829 3,523,381 9.4% Public Works 25,018,646 25,092,841 23,936,596 1,156,245 4.6% Community Development 6,888,463 5,665,420 4,978,696 686,724 12.1% Public Safety
Fire 62,728,451 68,386,400 67,733,078 653,322 1.0%
Police 84,728,417 85,779,549 81,169,567 4,609,982 5.4%
Total Public Safety 147,456,868 154,165,949 148,902,645 5,263,304 3.4% Library 12,020,329 12,277,870 10,719,411 1,558,459 12.7% Parks & Recreation 22,145,389 22,268,628 20,744,140 1,524,488 6.8% Non-Departmental 15,042,412 15,966,062 12,476,165 3,489,897 21.9% Sub-Total Expenditures 265,393,728 272,976,980 255,774,482 17,202,498 6.3% Transfers To 11,779,285 15,658,501 15,658,501 0 0.0%
Total Use of Funds 277,173,013 288,635,481 271,432,983 17,202,498 6.0% When evaluating the expenditures by category as shown in Table 3, the personnel-related expenditures were $13.75 million below budget while the non-personnel expenditures were $3.45 million below budget.

Personnel expenditures totaled $198.3 million and were $13.75 million below budget. This reflected salary savings of $7.0 million and benefits savings of $6.75 million generated from vacancies during the year. FY 2022/23 personnel expenditures were 22.8% above the FY 2021/22 expenditure level of $161.5 million. In FY 2021/22, $26.2 million of Police and Fire salary costs were allocated to the American Rescue Plan Act (ARPA) Fund, reducing the amount that would have otherwise been charged to the General Fund. Factoring out the ARPA Fund impact, actual FY 2022/23 expenditures were up 5.6% from the prior year.

Non-Personnel expenditures and encumbrances totaled $57.4 million and ended the year $3.45 million, or 5.7%, below the budget of $60.9 million. The savings were primarily generated in the Materials, Services and Supplies category. The FY 2023/24 Adopted Budget also assumed FY City of Santa Clara Printed on 12/8/2023Page 6 of 15
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2022/23 expenditure savings would be available to fund the following: City Manager’s management review ($100,000), Small Business Assistance Carryover ($330,000), Library Facilities Master Plan Carryover ($250,000), Library Strategic Plan ($50,000), Human Resources recruitment/hiring program, citywide training, and employee recognition ($92,000), Public Works Development Fee Fund consultant ($100,000); and Public Works Environmental Compliance Fee Study ($100,000).

Three additional carryovers are recommended in this report: a carryover of $100,000 for an organizational analysis of Information Technology services; a carryover of $250,000 for the Business Tax implementation costs in the Finance Department; and a carryover of $250,000 for Council Initiatives. Factoring out the $1.6 million of assumed uses of FY 2022/23 savings, non-personnel expenditure savings totaled $2.2 million, excluding encumbrances. Transfers of $15.7 million occurred as budgeted.

The Interfund Services category was slightly exceeded due to additional allocations to support workers’ compensation insurance invoices and information technology costs.

Table 3 - FY 2022/23 General Fund Expenditures and Transfers Out Final Budget vs. Actual by Category
Description Adopted Budget
Final
Budget
Actual
Expenditures/
Enc.

Variance
Favorable/
(Unfavorable)
Percent
Variance
Salaries 127,719,334 134,442,266 127,438,215 7,004,051 5.2% Retirement - Safety 36,514,227 36,514,227 35,072,945 1,441,282 3.9% Retirement - Miscellaneous 19,616,011 19,616,011 18,057,200 1,558,811 7.9% Other Benefits 20,572,469 21,512,469 17,765,879 3,746,590 17.4% Sub-Total Personnel 204,422,041 212,084,973 198,334,239 13,750,734 6.5% Materials/Services/Supplies 30,954,758 31,246,783 27,446,410 3,800,373 12.2% Interfund Services 24,877,371 24,877,371 25,039,958 (162,587) -0.7% Capital Outlay 321,900 321,900 192,446 129,454 40.2%
Encumbrances 4,817,658 4,445,953 4,761,429 (315,476) -7.1% Sub-Total Non-Personnel 60,971,687 60,892,007 57,440,243 3,451,764 5.7% Total Expenditures 265,393,728 272,976,980 255,774,482 17,202,498 6.3% Total Transfers To 11,779,285 15,658,501 15,658,501 0 0.0% Total Use of Funds 277,173,013 288,635,481 271,432,983 17,202,498 6.0% Recommended Use of General Fund FY 2022/23 Fund Balance After required adjustments of $1.9 million, recommended budget adjustments will allocate the $36.4 million in additional General Fund fund balance. These actions are summarized below and detailed in Attachment 2.

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Table 4 -FY 2022/23 General Fund Year-End Performance
Recommended Use of Fund Balance
Recommended Adjustments $ Impact
Available Fund Balance $36.43 M
Recommended Adjustments
Capital Projects Reserve (for FY 2024/25 and FY 2025/26 CIP) 20.00 M Budget Stabilization Reserve (brings Reserve to 19% of expenditures) 6.27 M Pension Trust Reserve (1% of General Fund Unfunded Liability) 5.17 M Transfer to Communication Acquisition Fund (Police/Fire radio replacements)

3.50 M
Public and Workspace Improvement Project (e.g., City Hall cafeteria, conference rooms, public spaces)

0.75 M
Commerce/Peddler’s Plaza (net impact of revenue/expenditure adjustments; HVAC repairs and replacement)

0.74 M
Total Recommended Adjustments $36.43 M
Capital Projects, Grants, Donations and Other Carryover Reconciliation Estimates were used to carryover unspent Capital Improvement Program (CIP) funds from FY 2022/23 to FY 2023/24 during the FY 2023/24 and FY 2024/25 adopted operating budget process.

Attachment 2 includes the reconciliation of those project carryover true-up amounts based on actual year-end activity totaling a carryover reduction of $7.1 million. When combined with the capital project carryovers included in the FY 2023/24 budget adopted in June 2023, the capital project carryovers to FY 2023/24 total $251.9 million.

Attachment 2 also includes amendments to certain capital projects, totaling $3.7 million. In addition to the year-end true-up amounts and amendments for capital projects, the appropriation carryover of donations and reimbursements of $2.3 million, grants of $4.3 million, and other expenditures that are neither donations nor grants of $4.1 million are also included in Attachment 2.

Other Funds
Attachment 3 - Summary of Other Funds Performance summarizes budget to actual performance for the City’s Special Revenue Funds, Enterprise Funds, Internal Service Funds, Debt Service Funds, Other Agency Funds, and Capital Funds. By default, year-end savings in the other funds revert to fund balances or are re-appropriated to the next year’s budget through the recommended carryover of expenditures. Any recommended FY 2023/24 budget adjustments are included in Attachment 2 and a summary of the fund balance reconciliations is included in Attachment 4. Following are highlights of the FY 2022/23 performance of other City funds.

Enterprise Funds
Enterprise funds are used to finance and account for operations and activities performed by designated departments in the City or through third-party agreements. The operating revenues and expenses result from providing services and producing and delivering goods in connection with an enterprise fund’s principal ongoing operations. Principal operating revenues of the City’s enterprise funds are charges to customers for services. Operating expenses for the City's enterprise funds City of Santa Clara Printed on 12/8/2023Page 8 of 15
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include the costs of sales and services, administrative expenses and maintenance of capital assets.

Following is a discussion of select Enterprise Funds.

Convention Center Enterprise Fund
The Convention Center Enterprise Fund accounts for the operations of the City’s Convention Center through third-party agreements. The FY 2022/23 final budget reflects the operating budget of the concessions vendor, the operations management vendor, as well as the City. In FY 2022/23, revenues of $17.5 million came in $3.9 million above the budgeted estimate of $13.6 million, while expenditures and encumbrances of $14.8 million ended the year $0.3 million above the final budget of $14.5 million. A budget ratification to correct the overage for FY 2022/23 is included in Attachment 1 due to the higher costs associated with having more events at the Convention Center. The Convention Center performed significantly better in FY 2022/23 as a result of the increase in events.

The FY 2022/23 ending fund balance of $5.6 million was $3.6 million above the estimated level of $2.0 million used to develop the FY 2023/24 budget. This additional fund balance is primarily reflected in the $3.1 million Operating Surplus.

Electric Utility Fund
The Electric Utility Fund accounts for the operation and maintenance of the City’s electric utility service. This fund receives majority of its revenues from user service charges collected from residential, commercial, and industrial customers.

In FY 2022/23, total revenues and transfers of $664.52 million were above the budget of $651.17 million by $13.35 million, primarily as a result of higher than estimated Other Revenue, Other Agencies Revenue, and Interest. Customer Service Charges totaled $557.4 million, reflecting an increase of 11.5% from the $499.8 million received in FY 2021/22; this revenue level was $2.4 million above the budget of $555.0 million. When compared to the prior year, total revenues of $628.2 million were up $85.8 million, or 15.8%, from the $542.3 million received in FY 2021/22. Transfers of $36.3 million occurred as budgeted.

Expenditures, including encumbrances and transfers, of $664.0 million were $45.8 million below the budget of $709.8 million. This is attributed primarily to Resource and Production expenditures. SVP took action in the April Monthly Financial Report to increase the Resource and Production budget due to higher than anticipated costs for purchased power primarily in early calendar year 2023. The adjustment increased the budget by $60.0 million as a conservative estimate since energy prices can fluctuate. With the management of resource contracts, SVP was able to offset higher costs and keep Resource and Production costs under budget.

The total unrestricted fund balance and reserves ended the year at $323.3 million, which was $37.9 million higher than the estimates used to develop the FY 2023/24 budget.

Sewer Utility Fund
The Sewer Utility Fund accounts for the maintenance of the City’s sewer lines and related facilities.

These services are provided on a user charge basis to residences and businesses, which is the primary source of revenue for this fund. Revenue receipts totaled $46.4 million, which was $5.9 million above the budgeted estimate of $40.5 million primarily due to the return of funding from the City of San José for the Regional Wastewater Facility capital project. This reflects the reconciliation of the City of Santa Clara’s share of the actual project costs from the prior year. Actual expenditures, including encumbrances and transfers to other funds totaled $74.7 million, ending the year $1.1 City of Santa Clara Printed on 12/8/2023Page 9 of 15
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million above the final budget of $73.6 million. This is primarily due higher legal services costs. A budget ratification to correct the FY 2022/23 overage is included in Attachment 1 of this report.

The unrestricted ending fund balance and reserves totaled $19.6 million, up $0.3 million from the estimate used to develop the FY 2023/24 budget.

Solid Waste Fund
The Solid Waste Fund accounts for the operations of the City’s solid waste collection and disposal system. This fund receives the majority of its revenues from user service charges and other fees for street sweeping, household hazardous waste, and Clean-Up Campaign services. Total revenue of $36.2 million ended the year $1.0 million lower than the budgeted estimate of $37.2 million. This is attributable to lower collections in the Other Fees for Services category. Transfers from the General Fund for the rate assistance program totaled $35,364. Total expenditures, including transfers and encumbrances, of $37.2 million were below the budget of $40.9 million by $3.7 million due to reduced resource and production and lower materials, supplies and services costs. Transfers to other funds totaled $0.5 million as budgeted. The unrestricted ending fund balance and reserves totaled $9.6 million, which was higher than the $7.2 million assumed in the development of the FY 2023/24 budget.

Water Utility Fund
The Water Utility Fund accounts for the operation of the City’s water utility services. These services are provided on a user charge basis to residences and businesses, which is its primary source of revenue. In FY 2022/23, actual revenue totaled $50.9 million, ending over the budgeted estimate of $48.4 million by $2.5 million. Actual expenditures, including encumbrances and transfers to other funds, totaled $50.8 million, ending the year approximately $1.5 million over the final budget of $49.3 million. Customer service charges are the primary revenue source in this fund and the activity levels in this revenue category affect resource and production costs. Customer service charges came in higher than the budgeted estimate, and, subsequently, resource and production costs also came in higher than anticipated. A ratification action to recognize additional revenue and address the expenditure overage is included in Attachment 1 of this report.

The unrestricted ending fund balance and reserves totaled $12.6 million, which was slightly higher than the $11.9 million fund balance estimate used in the development of the FY2023/24 Adopted Budget.

Special Revenue Funds
Special Revenue Funds are established to account for specific revenue sources that are legally restricted or committed to particular purposes. Following is a discussion of select Special Revenue Funds.

City Affordable Housing Fund
This fund promotes and facilitates the construction and retention of affordable housing and accounts for the City’s Below-Market Price Purchase (BMP) Program to assist low- and moderate-income families achieve the goal of homeownership. Revenues in this fund are received from developer in- lieu fees, equity share, principal and interest repayments on housing loans, and interest income on pooled investments.

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In FY 2022/23, revenues totaled $6.9 million, which was $0.2 million below the budgeted estimate of $7.1 million primarily due to lower interest on housing loans. FY 2022/23 expenditures and encumbrances of $7.6 million ended the year below the budget of $11.5 million by approximately $3.9 million. Of that unexpended amount, $3.0 million reflects a loan agreement with Monroe Street Housing Partners for the upgrade of water mains at 2330 Monroe Street. The carryover of this $3.0 million is recommended in this report to complete this project in the current fiscal year.

Based on actual FY 2022/23 revenues and expenditures, the ending fund balance ended the year $2.7 million below the estimate used to develop the FY 2023/24 Adopted Budget.

Housing Successor Agency Fund
This fund was established as Housing Successor to the former Redevelopment Agency (RDA) to retain all housing assets, rights, power, duties, obligations and functions previously performed by the RDA in administering its Low and Moderate-Income Housing Fund. The primary revenue sources are from principal and interest repayments on housing loans and interest on pooled investments.

Overall revenues of $1.2 million were $0.1 million below the budgeted estimate of $1.3 million due to lower interest collections. Expenditures and encumbrances of $5.9 million fell $0.1 million below the budget of $6.0 million, primarily due to salary and benefits savings. On February 2, 2019, the City Council approved a $5.0 million loan to the project located at 2904 Corvin Drive which was expected to provide 145 affordable housing units. The carryover of $5.0 million for this project was approved as part of the FY 2021/22 Budgetary Year-End Report. During FY 2022/23, this project was completed with the loan fully disbursed.

Internal Service Funds
Internal Service Funds are used to finance and account for special activities and services performed by a designated department for other departments in the City on a cost reimbursement basis.

Following is a discussion of select Internal Service Funds.

Special Liability Insurance Fund
This fund provides for the payment of insurance premiums on all City-owned property as well as property in the City’s care, custody or control, and property the City is contractually obligated to insure. The fund is also used to pay for insurance premiums for other lines of coverage, for litigation expenses, the City’s insurance deductible, and settlements or jury verdicts in litigation matters. The primary source of revenue for this fund is fees charged to citywide departments and contributions from City funds. In FY 2022/23, revenues totaled $9.5 million as budgeted. Expenditures and encumbrances totaled $7.2 million, which was below the budget of $10.1 million due to lower legal and administrative costs, claims costs, and insurance premiums.

Workers’ Compensation Fund
This fund accounts for the costs of premiums, claims administration, and claims expenses related to injuries or illnesses sustained by members of the City’s workforce. The source of revenue for this fund is fees charged to departments citywide. In FY 2022/23, revenues totaled $6.1 million, which was above the budgeted estimate of $5.8 million due to third party insurance proceeds. Expenditures totaled $5.2 million, which was below budget by $0.9 million due to lower than budgeted claims expenditures and insurance premiums.

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Required FY 2022/23 Budget Ratifications
Based on the City Charter, the legal appropriation control is designated at the department or office level within a fund. In certain Internal Service and Special Revenue Funds, appropriations are allocated by function rather than departments or offices. In these funds, the appropriation control is at the fund level. Below the appropriation level are expenditure categories and line items. In many cases, actual expenditures may exceed the categories or line items within a department; however, savings from other categories and line items within the same department and fund may offset these overages (for example, savings due to staff vacancies may be offset by an increase in contractual services).

Attachment 1 - FY 2022/23 Budget Amendments describes the appropriations that exceeded the appropriation control authority and are recommended to be adjusted in order to meet the legal appropriation control limit. There were overages in 15 appropriations totaling $4.4 million in 13 funds, which were offset by available fund balance and revenues in all funds. In several cases, the overages were driven by higher revenues and activity levels that resulted in additional expenditures.

Unfunded Retirement Liability
As summarized in Table 5, the Pension Stabilization Reserves in the various funds totaled $30.9 million at the end of FY 2022/23. Per the City’s Budget and Fiscal Policies, the goal is to increase the reserve levels by 1% of the unfunded pension liability each year with a targeted level of 9% of the unfunded liability by the end of FY 2023/24. At the close of FY 2021/22, the reserves in all funds except the General Fund met or exceeded the 8% target level for that year. However, due to the increase in the unfunded liability amount between FY 2021/22 and FY 2022/23, the reserves in all funds, with the exception of the General Fund, are funded at approximately 6% of the total unfunded liability as of June 30, 2023.

A total contribution of $9.5 million to the pension trust fund is recommended to meet the 9% target in all funds except the General Fund. The recommended General Fund contribution is set at 1% of the unfunded liability and would bring that reserve to just over 5% of the total unfunded liability. In total, reserve levels are projected at $40.3 million, or approximately 6.1% of the City’s pension liability amount, based on the figures to be reported in the Consolidated Annual Financial Report GASB 68 Report.

Table 5 - Summary of Unfunded Retirement Liability and Pension Stabilization Reserve Pension
Stabilization
Reserve Balance
as of June 30, 2023
FY 2023/24
Estimated
Reserve
Contribution
Estimated
Pension
Stabilization
Reserve for June
30, 2024
Unfunded
Liability as of
June 30, 2023 *
Projected Pension
Stabilization Reserve
Percent of Unfunded
Liability
General Fund 22,309,426$ 5,168,000$ 27,477,426$ 516,806,096$ 5.3% Electric 6,324,045 3,200,051 9,524,096 105,823,291 9.0% Water 1,260,117 561,576 1,821,693 20,241,038 9.0% Sewer 585,544 322,355 907,899 10,087,765 9.0% Solid Waste 284,887 160,220 445,107 4,945,629 9.0% Water Recycling 103,323 55,854 159,177 1,768,633 9.0% Total 30,867,342$ 9,468,056$ 40,335,398$ 659,672,452$ 6.1% * Excludes the Cemetery Fund unfunded liability amount of $2.0 million City of Santa Clara Printed on 12/8/2023Page 12 of 15
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Pension
Stabilization
Reserve Balance
as of June 30, 2023
FY 2023/24
Estimated
Reserve
Contribution
Estimated
Pension
Stabilization
Reserve for June
30, 2024
Unfunded
Liability as of
June 30, 2023 *
Projected Pension
Stabilization Reserve
Percent of Unfunded
Liability
General Fund 22,309,426$ 5,168,000$ 27,477,426$ 516,806,096$ 5.3% Electric 6,324,045 3,200,051 9,524,096 105,823,291 9.0% Water 1,260,117 561,576 1,821,693 20,241,038 9.0% Sewer 585,544 322,355 907,899 10,087,765 9.0% Solid Waste 284,887 160,220 445,107 4,945,629 9.0% Water Recycling 103,323 55,854 159,177 1,768,633 9.0% Total 30,867,342$ 9,468,056$ 40,335,398$ 659,672,452$ 6.1% * Excludes the Cemetery Fund unfunded liability amount of $2.0 million Status of Selected Reserves
As shown in Table 6 below, there is an overall increase in the City’s selected reserves in FY 2023/24.

In the FY 2023/24 Budget, the net increase of $29.4 million was primarily the result of increases to the Rate Stabilization and Operations and Maintenance Reserves across all enterprise funds in the City.

The recommended actions in the Year-End Report adjust various reserves, resulting in an increase of $35.9 million. This primarily reflects recommended budget actions to increase the Capital Projects Reserve and Budget Stabilization Reserve. This also reflects the increase of $9.4 million to the Pension Trust Reserve, which includes the allocation of FY 2022/23 investment earnings to these reserves as well as adjustments to meet the targeted reserve levels as discussed above.

Table 6 - Summary of Selected Reserves
($ in millions)
Selected Reserve
Estimated
July 1, 2023
Beginning
Balance
FY 2023/24
Budgeted
Contribution /
(Use) of
Reserves/
FY 2023/24
Budgeted
Ending
Fund
Balance
FY 2022/23
Year-End
Recommended
Contribution /
(Use) of
Reserves
FY 2023/24
Revised
Ending Fund
Balance
General Fund - Budget Stabilization (BSR) 45.8$ - $ 45.8 $ 8.5$ 54.3 $ General Fund - Capital Projects (CPR) 6.5 (0.6) 5.9 18.0 23.9 General Fund - Land Sale Reserve 18.5 - 18.5 - 18.5 Pension Trust Reserve (All Funds) 30.9 0.0 30.9 9.4 40.3 Utility Fund Rate Stabilization/O&M** 16.5 17.6 34.1 - 34.1 Electric Fund Rate Stabilization/ O&M 192.6 12.4 205.0 - 205.0 Total 310.8$ 29.4 $ 340.2 $ 35.9$ 376.1 $ ** Includes Sewer, Solid Waste, Water and Water Recycling City of Santa Clara Printed on 12/8/2023Page 13 of 15
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FISCAL IMPACT
The fiscal impact of each fund’s results is discussed in detail in the body of this report and attachments. This report includes detailed descriptions of recommended budget amendments (Attachment 1 and 2); summary of year-end performance for the General Fund, Special Revenue Funds, Enterprise Funds, Internal Service Funds, Debt Service Funds, Other Agency Funds, and Capital Funds as described in the body of this report (see Attachment 3 tables for other funds details); and a summary of beginning and ending fund balance adjustments for each fund due to actual results (Attachment 4). Approval of Budget Amendments included in Attachment 1 and 2 is recommended in this report.

COORDINATION
This report was 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 protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Note and file the FY 2022/23 Budget Year-End Report.

2. Approve the FY 2022/23 Budget Amendments to address necessary budget ratifications totaling $4,416,920 in 13 funds, as set forth in Attachment 1 of this report (five affirmative Council votes required for revenue actions and the use of unused balances as noted for each item in Attachment 1).

3. Approve the FY 2023/24 Budget Amendments in the General Fund to distribute excess funding from the close-out of FY 2022/23 as set forth in Attachment 2 of this report:
a. Increase the Capital Projects Reserve in the amount of $20,000,000, offset by an increase to the Beginning Fund Balance (five affirmative Council votes required for the use of unused balances);
b. Increase the Budget Stabilization Reserve in the amount of $6,276,323, offset by an increase to the Beginning Fund Balance (five affirmative Council votes required for the use of unused balances);
c. Increase the Pension Stabilization Reserve in the amount of $5,168,000, offset by an increase to the Beginning Fund Balance (five affirmative Council votes required for the use of unused balances);
d. Increase the Transfer to the Communications Acquisitions Fund for public safety radios in City of Santa Clara Printed on 12/8/2023Page 14 of 15
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the amount of $3,500,000, offset by an increase in Beginning Fund Balance (five affirmative Council votes required for the use of unused balances); e. Increase the Transfer to the Public Buildings Capital Fund for the Public and Workspace Improvement Project in the amount of $750,000, offset by an increase to the Beginning Fund Balance (five affirmative Council votes required for the use of unused balances); and f. Increase the City Manager’s Office budget for maintenance and necessary HVAC repairs and replacement at 900 Lafayette Street, known as Commerce Plaza, and 1000 Lafayette Street, known as Peddler’s Plaza properties in the amount of $1,770,760, offset by an increase in rent revenue in the amount of $1,034,300 and an increase to the Beginning Fund Balance in the amount of $736,460 (five affirmative Council votes required for revenue actions and the use of unused balances).

4. Approve the FY 2023/24 Budget Amendments totaling $99,765,963 in 65 funds as set forth in Attachment 2 of this report (five affirmative Council votes required for revenue actions and the use of unused balances as noted for each item in Attachment 2).

Reviewed by: Kenn Lee, Director of Finance
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. FY 2022/23 Budget Amendments

2. FY 2023/24 Budget Amendments

3. Summary of Other Funds Performance

4. Summary of Fund Balance Adjustments
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Attachment 1
Item
Source of
Funds
Use of
Funds Explanation
Other Revenue / Event
Expense
260,520 260,520 Increases the other revenue estimate to reflect higher than anticipated collections and increases
the event expense appropriation to account for
higher than budgeted costs associated with events
held at the Convention Center (five affirmative
Council votes required to appropriate
additional revenue).
260,520 260,520
Item
Source of
Funds
Use of
Funds Explanation
Other Revenue (Developer
Contributions) / New Business
Estimate Work Project
845,485 845,485 Increases the New Business Estimate Work project and Other Revenue estimate to reflect
additional work to support new developer work
from customers that connect to SVP’s distribution
system. Additional customer requests were
received that exceeded the initial estimates for FY
2022/23 resulting in an overage of $0.8 million.

The additional expenditure is offset by additional
revenue already received from these customers.
(five affirmative Council votes required to
appropriate additional revenue).
845,485 845,485
Item
Source of
Funds
Use of
Funds Explanation
Interest Earnings / Transfer to
Cemetery Fund
7,254 7,254 This action recognizes additional interest earnings in the Endowment Care Fund and increases the
transfer of these earnings to the Cemetery Fund.

Because interest earnings exceeded the budget,
the transfer to the Cemetery Fund also exceeded
the budget. This action accounts for the additional
transfer of interest earnings (five affirmative
Council votes required to appropriate
additional revenue).
7,254 7,254
Electric Utility Capital Fund (591)
FY 2022/23 Budget Amendments
Convention Center Enterprise Fund (860)
Endowment Care Fund (077)
1 Attachment 1
FY 2022/23 Budget Amendments
Item
Source of
Funds
Use of
Funds Explanation
Revenue from Other Agencies
/ Department of Public Works -
SVACA Billings
14,494 14,494 This action increases the Revenue from Other Agencies estimate and appropriates the funding to
the Department of Public Works. This funding is
related to reimbursements received from the
Silicon Valley Animal Control Association (SVACA)
for services provided by the City (five affirmative
Council votes required to appropriate
additional revenue).
14,494 14,494
Item
Source of
Funds
Use of
Funds Explanation
Fire Station 8 FFE Project 7,133 Increases the project funding for the Fire Station 8 FFE project. This additional funding accounts for
the sales tax charged on the purchase of
replacement air compressors used to fill Self-
Contained Breathing Apparatus air bottles for
firefighting activities (majority affirmative
Council votes required).

Replacement SCBA Filling
Station Project
(7,133) Decreases the funding for the Replacement SCBA
Filling Station project to reallocate unspent funds
to the Fire Station 8 FFE Project (majority
affirmative Council votes required).
- -
Item
Source of
Funds
Use of
Funds Explanation
Other Agencies Revenue /
Urban Search and Rescue
Deployment Reimbursements
1 1 This action recognizes other agencies revenue and increases the Urban Search and Rescue
deployment reimbursement budget by $1 based
on actual expenditures that exceeded the budget
(five affirmative Council votes required to
appropriate additional revenue).

Other Agencies Revenue /
Urban Search and Rescue
Training Reimbursements
5,040 5,040 This action recognizes revenue and increases the Urban Search and Rescue training reimbursement
budget by $5,040 to reflect additional training
reimbursements for the FEMA Hazmat Specialist
and Confined Space Refresher trainings (five
affirmative Council votes required to
appropriate additional revenue).
5,041 5,041
Fire Department Capital Fund (536)
Fire Operating Grant Trust Fund (178)
Expendable Trust Fund (079)
2 Attachment 1
FY 2022/23 Budget Amendments
Item
Source of
Funds
Use of
Funds Explanation
Interest Earnings / Transfer to
Cemetery Fund
97 97 This action recognizes additional interest earnings in the Perpetual Care Fund and increases the
transfer of these earnings to the Cemetery Fund.

Because interest earnings exceeded the budget,
the transfer to the Cemetery Fund also exceeded
the budget. This action accounts for the additional
transfer of interest earnings (five affirmative
Council votes required to appropriate
additional revenue).
97 97
Item
Source of
Funds
Use of
Funds Explanation
Other Agencies Revenue /
Seized Asset Funding
44,952 44,952 This action recognizes additional other agencies revenue and increases the Seized Asset Funds
budget by $44,952 based on actual revenue
received and expenditures that exceeded the
budget. This expenditure overage was a result of a
technical correction to adjust the funding source of
the seized asset funding from a State allocation to
a federal allocation. This correction was needed in
order to reconcile to the Annual Equitable Sharing
Agreement and Certification report submitted to
the Department of Justice (five affirmative
Council votes required to appropriate
additional revenue).
44,952 44,952
Item
Source of
Funds
Use of
Funds Explanation
Connection Charges / San
José - Santa Clara Regional
Wastewater Facility project
36,543 36,543 Increases the connection charges revenue estimate and the San José - Santa Clara Regional
Wastewater Facility project budget to account for
higher than budgeted construction costs (five
affirmative Council votes required to
appropriate additional revenue).

Sewer Modeling Fees /
Sanitary Sewer Hydraulic
Modeling project
7,386 7,386 Increases the sewer modeling fee revenue estimate and the Sanitary Sewer Hydraulic
Modeling project budget to cover costs associated
with additional staff time spent on this project
(five
affirmative Council votes required to
appropriate additional revenue).
43,929 43,929
Sewer Utility Capital Fund (594)
Perpetual Care Fund (076)
Police Operating Grant Trust Fund (177)
3 Attachment 1
FY 2022/23 Budget Amendments
Item
Source of
Funds
Use of
Funds Explanation
Water & Sewer Utilities
Department - Materials,
Services, Supplies
1,151,331 Increases the materials, services, supplies
appropriation to account for higher than budgeted
legal services (five affirmative Council votes
required for the use of unused balances).

Unrestricted Ending Fund
Balance
(1,151,331) Decreases the unrestricted ending fund balance to offset the action recommended above (five
affirmative Council votes required for the use
of unused balances).
- -
Item
Source of
Funds
Use of
Funds Explanation
Materials, Services, Supplies 2,934 Increases the materials, services, and supplies budget to account for higher than anticipated audit
costs and board member stipends due to more
City Council meetings (five affirmative Council
votes required for the use of unused
balances).

Unrestricted Ending Fund
Balance
(2,934) This action decreases the unrestricted ending fund balance to offset the action recommended above
(five affirmative Council votes required for the
use of unused balances).
- -
Item
Source of
Funds
Use of
Funds Explanation
Distribution System
Replacement/Restoration
project
551,257 Increases the Distribution System
Replacement/Restoration project to account for
additional water main replacements and higher
materials costs (five affirmative Council votes
required for the use of unused balances).

Unrestricted Ending Fund
Balance
(551,257) Decreases the unrestricted ending fund balance to offset the action recommended above (five
affirmative Council votes required for the use
of unused balances).
- -
Sewer Utility Fund (094)
Sports and Open Space Authority (801)
Water Utility Capital Fund (592)
4 Attachment 1
FY 2022/23 Budget Amendments
Item
Source of
Funds
Use of
Funds Explanation
Charges for Services / Water &
Sewer Utilities Department -
Resources/Production
1,489,626 1,489,626 Increases the revenue estimate for Charges for Services and increases the resources/production
appropriation. Higher activity levels for this
expenditure category relate to water purchases
and are also reflected in the customer service
charges, with revenue coming in higher than
estimated to offset this cost (five affirmative
Council votes required to appropriate
additional revenue).
1,489,626 1,489,626
Water Utility Fund (092)
5 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
38,292,885 This action increases the Unrestricted Beginning Fund Balance from $1,022,000 to $39,314,885 as
a result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Budget Stabilization Reserve -
Beginning Fund
Balance/Ending Fund Balance
Reconciliation
2,191,822 2,191,822 This action increases the Budget Stabilization Reserve Beginning and Ending Fund Balances as
a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Capital Projects Reserve -
Beginning Fund
Balance/Ending Fund Balance
Reconciliation
(2) (2) This action decreases the Capital Projects Reserve Beginning and Ending Fund Balances as
a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Land Sale Reserve -
Beginning Fund
Balance/Ending Fund Balance
Reconciliation
(1) (1) This action decreases the Land Sale Reserve Beginning and Ending Fund Balances as a result
of the FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Technology Fee Reserve -
Beginning Fund
Balance/Ending Fund Balance
Reconciliation
655,354 655,354 This action increases the Technology Fee Reserve Beginning and Ending Fund Balances as
a result of the FY 2022/23 year-end actual
reconciliation (majority affirmative Council
votes required).

Advanced Planning Fee
Reserve - Beginning Fund
Balance/Ending Fund Balance
Reconciliation
1,563,483 1,563,483 This action increases the Advanced Planning Reserve to account for planning revenues in
excess of the related expenditures in FY 2022/23
(majority affirmative Council votes required).

Beginning Fund Balance -
Restricted for Pre-
Payments/Public Works
Department Budget
91,560 91,560 This action recognizes the Beginning Fund Balance - Restricted for Prepayments to
carryforward remaining developer deposit funds.

Revenues were originally collected to compensate
for third party plan review and inspection services
as well as services from the Public Works property
development division. These funds are
recommended to be allocated to the Public Works
Department to provide these services (five
affirmative Council votes required for the use
of unused balances).

General Fund
FY 2023/24 Budget Amendments
General Fund (001)
1 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
General Fund
FY 2023/24 Budget Amendments
General Fund (001)
Pension Stabilization Reserve -
Beginning Fund
Balance/Ending Fund Balance
Reconciliation
941,952 941,952 This action increases the Pension Stabilization Reserve Beginning and Ending Fund Balances as
a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Property Tax Education
Revenue Augmentation Fund
(ERAF) Reserve - Beginning
Fund Balance/Ending Fund
Balance Reconciliation
3,342,000 3,342,000 This action increases the Property Tax ERAF Reserve Beginning and Ending Fund Balances as
a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Property Tax Education
Revenue Agumentation Fund
(ERAF) Reserve True Up
through FY 2022/23
138,000 This action increases the Property Tax ERAF
Reserve to account for the potential risk due to
legal challenges associated with the excess ERAF
distribution. The County of Santa Clara has
recommended setting aside 22% of the excess
ERAF distributed since FY 2020/21. This action
trues up the reserve through FY 2022/23 based on
this direction (five affirmative Council votes
required for the use of unused balances).

Property Tax Revenue/ERAF
Reserve
1,343,000 1,343,000 This action recognizes FY 2023/24 Property Tax revenue and allocates the funds to the ERAF
Reserve to account for the ERAF funding that is at
risk for FY 2023/24 per direction from the County
of Santa Clara. When the budget was developed,
the Property Tax revenue estimate was reduced
by the amount potentially at risk associated with
the excess ERAF distribution. This action
recognizes those anticipated funds and sets them
aside in reserve pending the outcome of legal
challenges (five affirmative Council votes
required to appropriate additional revenue).

Rent / City Manager's Office 1,034,300 1,770,760 This action increases the rent revenue estimate and the budget appropriation for the Commerce
Plaza and Peddler's Plaza, based on estimated
activity and maintenance needs for FY 2023/24.

This appropriation increase is also to provide
funding for necessary HVAC repairs and
replacements (five affirmative Council votes
required to appropriate additional revenue and
for the use of unused balances).
2 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
General Fund
FY 2023/24 Budget Amendments
General Fund (001)
Historical Preservation
Reserve - Beginning Fund
Balance/Ending Fund Balance
Reconciliation
1,458 1,458 This action increases the Historic Preservation Reserve Beginning and Ending Fund Balances as
a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Transfer to the Vehicle
Replacement Fund (Fire
Ambulance)
81,900 This action establishes a transfer to the Vehicle Replacement Fund to replenish funds for the
purchase of a used ambulance for the Fire
Department in FY 2022/23. Funds are offset by
Fire Department ambulance transport payments
that were collected in FY 2022/23 (five
affirmative Council votes required for the use
of unused balances).

Transfer to the Fire
Development Fee Fund
1,347,578 This action transfers $1,347,578 to the Fire Development Fee Fund based on the
reconciliation of Fire Development Services
revenues and expenditures for FY 2022/23. In FY
2022/23 the Fire Development Services were
reflected in the General Fund; this activity is now
budgeted in a separate Fire Development
Services Fund (five affirmative Council votes
required for the use of unused balances).

Transfer from the Engineering
Operating Grant Trust Fund
3,536 This action establishes a transfer from the
Engineering Operating Grant Trust Fund. As
approved as part of the FY 2020/21 Budgetary
Year-End Report, $3,536 was transferred to the
Engineering Operating Grant Trust Fund for
unreimbursed expenses related to the Valley
Transportation Authority (VTA) 2016 grant. As a
result of FY 2022/23 year-end actuals
reconciliation, this reimbursement was received
for this VTA 2016 grant (five affirmative Council
votes required to appropriate additional
revenue).
3 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
General Fund
FY 2023/24 Budget Amendments
General Fund (001)
Transfer from the Fire
Operating Grant Trust Fund
227 This action establishes a transfer from the Fire
Operating Grant Trust Fund to return unused
funds for expenses related to the Assistance to
Firefighters Grant City Match FY19/20 ($25) and
the Assistance to the Firefighters Grant
Supplemental City Match ($202) (five affirmative
Council votes required to appropriate
additional revenue).

Transfer from the Other City
Department Operating Grant
Trust Fund/Budget
Stabilization Reserve
26,057 This action establishes a transfer from the Other City Departments Operating Grant Trust Fund to
return unused funding related to COVID-19
expenses (five affirmative Council votes
required to appropriate additional revenue).

Transfer from the Public
Works Capital Projects
Management Fund
293,038 This action establishes a transfer from the Public Works Capital Projects Management Fund to
reflect the return of FY 2022/23 savings in costs
that were originally funded by the General Fund
(five affirmative Council votes required to
appropriate additional revenue).

Transfer from the Public
Buildings Capital Fund/Capital
Projects Reserve
112,452 112,452 This action establishes a transfer from the Storm Drain Capital Fund in the amount of $112,452 and
an associated increase to the General Fund
Capital Project Reserve to return capital project
savings for the City Hall Security & Key System
Upgrade, COVID-19 Safety Renovations, and
HVAC Chiller Unit projects that were originally
funded by the General Fund (five affirmative
Council votes required to appropriate
additional revenue).

Transfer from the Parks and
Recreation Capital
Fund/Capital Projects Reserve
10,066 10,066 This action establishes a transfer from the Parks and Recreation Capital Fund in the amount of
$10,066 and an associated increase to the
General Fund Capital Project Reserve to return
capital project savings for the Mission Library
Gazebo project that was originally funded by the
General Fund (five affirmative Council votes
required to appropriate additional revenue).
4 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
General Fund
FY 2023/24 Budget Amendments
General Fund (001)
Transfer from the Storm Drain
Capital Fund/Capital Projects
Reserve
920 920 This action establishes a transfer from the Storm Drain Capital Fund in the amount of $920 and an
associated increase to the General Fund Capital
Project Reserve to return capital project savings
for the Westside Retention Basin Pump
Replacement Project that was originally funded by
the General Fund (
five affirmative Council votes
required to appropriate additional revenue).

Transfer from the Fire
Department Capital
Fund/Capital Projects Reserve
42 42 This action establishes a transfer from the Storm Drain Capital Fund in the amount of $42 and an
associated increase to the General Fund Capital
Project Reserve to return capital project savings
for the Defibrillator/Monitor Replacement Project
that was originally funded by the General Fund
(five affirmative Council votes required to
appropriate additional revenue).

Transfer to Storm Drain
Capital Fund
10,982 Based on actual Storm Drain Charges for Services revenue received ($1,443,018), this action
establishes a transfer to the Storm Drain Capital
Fund of $10,982 to return the excess initial
transfer from the Storm Drain Fund to the General
Fund ($1,454,000) (five affirmative Council
votes required for the use of unused
balances).

Transfer to the Sports and
Open Space Authority Fund
6,500 This action increases the transfer to the Sports
and Open Space Authority Fund to cover the
overage in that fund in FY 2022/23 ($2,934) and
higher projected costs in FY 2023/24 for audits,
board stipends, and other non-personnel
expenditures ($3,566) (five affirmative Council
votes required for the use of unused
balances).
5 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
General Fund
FY 2023/24 Budget Amendments
General Fund (001)
Transfer to the Parks &
Recreation Capital Fund
(Central Park Master Plan -
Aquatic Center Planning &
Design)
559,000 This action increases the Transfer from the
General Fund - Capital Project Reserve to the
Parks & Recreation Capital Fund for the Central
Park Master Plan - Aquatic Center Planning &
Design project. The transfer allocates funding
from the International Swim Center (ISC)
settlement that was set aside in the General Fund -
Capital Project Reserve (five affirmative Council
votes required for the use of unused
balances).

Capital Project Reserve (559,000) Decreases the Capital Project Reserve to transfer $559,000 to the Parks & Recreation Capital Fund
for the Central Park Master Plan - Aquatic Center
Planning & Design project (five affirmative
Council votes required for the use of unused
balances).

Finance Department 250,000 This action reflects the carryover of $250,000 from FY 2022/23 for Business Tax implementation
costs. The consultant services contract of
$250,000 that was entered in May 2023 was not
encumbered by the end of FY 2022/23 (five
affirmative Council votes required for the use
of unused balances).

Non-Departmental -
Information Technology Cost
and Benefit Organizational
Analysis
100,000 This action reflects the carryover of $100,000 from FY 2022/23 to bring on a third party consultant to
perform an organizational analysis of Information
Technology services. The City has seen a
consistent need for resources dedicated to
audio/visual services. This consultant will also
evaluate the City's needs and determine the most
efficient and effective method of bringing on this
type of resource (five affirmative Council votes
required for the use of unused balances).

Non-Departmental - City
Council Initiatives
250,000 This action reflects the carryover of $250,000 from FY 2022/23 for City Council initiatives. The City
Council has identified a number of funding needs
during its deliberations, and this allocation would
set aside funds to address a limited number of
those needs (five affirmative Council votes
required for the use of unused balances).
6 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
General Fund
FY 2023/24 Budget Amendments
General Fund (001)
Transfer to the
Communication Acquisitions
Fund (Public Safety Radios)
3,500,000 This action transfers $3.5 million to the
Communication Acquisitions Fund for the
purchase, installation and programming of
replacement radios for the Police and Fire
Departments. The total replacement cost is
estimated at $6.2 million. The remaining funding
for the radios will be supported by federal funding
of $1.75 million and available fund balance in the
Communication Acquisitions Fund (five
affirmative Council votes required for the use
of unused balances).

Transfer to the Public
Buildings Capital Fund
750,000 This action establishes a transfer to the Public Buildings Capital Fund to establish the Public and
Workspace Improvement Planning project that will
fund improvements to the City Hall complex, such
as the cafeteria, conference rooms, and public
spaces (five affirmative Council votes required
for the use of unused balances).

Transfer to the General
Government Capital Fund
1,594,927 This action establishes a transfer to the General Government Capital Fund for the UPRR Agnew
Siding Project - City Utility Protection/Relocation
project. Funding was set aside in the FY 2021/22
Year End Close report and this action provides
funding for the construction portion of the project
(five affirmative Council votes required for the
use of unused balances).

Capital Projects Reserve (1,594,927) Decreases the Capital Project Reserve to transfer $1,594,927 to the General Government Capital
Fund for the construction portion of the UPRR
Agnew Siding Project - City Utility
Protection/Relocation project (five affirmative
Council votes required for the use of unused
balances).

Capital Projects Reserve 20,000,000 This action increases the Capital Projects Reserve by $20.0 million to support capital projects to be
programmed in the FY 2024/25 and FY 2025/26
Capital Budget (five affirmative Council votes
required for the use of unused balances).
7 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
General Fund
FY 2023/24 Budget Amendments
General Fund (001)
Pension Stabilization Reserve 5,168,000 This action increases the Pension Stabilization Reserve by $5,168,000, which represents 1% of
the unfunded liability for the General Fund. Per the
City's Budget Policies, the goal is to increase the
Pension Stabilization Reserve by 1% of the
unfunded liability annually. This action would bring
the reserve in the General Fund to $27.5 million,
which represents 5.3% of the unfunded liability of
$516.8 million (five affirmative Council votes
required for the use of unused balances).

Budget Stabilization Reserve 6,276,323 This action increases the Budget Stabilization Reserve to allocate additional General Fund fund
balance from FY 2022/23 (five affirmative
Council votes required for the use of unused
balances).
49,904,149 49,904,149
8 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
108,807 108,807 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
108,807 108,807
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
226,229 226,229 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Operating
Surplus
3,106,024 3,106,024 This action changes the Operating Surplus - Beginning Fund Balance and Ending Fund
Balance as a result of the FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).

Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Restricted
Levy Funds
275,470 275,470 This action changes the Restricted Levy Funds - Beginning Fund Balance and Ending Fund
Balance as a result of the FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).
3,607,723 3,607,723
FY 2023/24 Budget Amendments
Convention Center Enterprise Fund (860)
Enterprise Funds
Cemetery Fund (093)
9 Attachment 2
FY 2023/24 Budget Amendments
Enterprise Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Public Benefits
Program
807,327 807,327 This action changes the Public Benefits Program - Beginning Fund Balance and Ending Fund
Balance as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).

Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Low Carbon
Fuel Program
(1,481,228) (1,481,228) This action changes the Low Carbon Fuel Program - Beginning Fund Balance and Ending
Fund Balance as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).

Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Greenhouse
Gas Program
(542,292) (542,292) This action changes the Greenhouse Gas Program - Beginning Fund Balance and Ending
Fund Balance as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).
(1,216,194) (1,216,194)
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
22,084,039 This action increases the Unrestricted Beginning Fund Balance (from $76,261,646 to $98,345,685)
as a result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning Fund Balance
Reconciliation - Operations
and Maintenance Reserve
11,874,139 This action increases the Operations and
Maintenance Reserve Beginning Fund Balance
(from $138,891,417 to $150,765,556) as a result
of FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Beginning Fund Balance
Reconciliation - Rate
Stabilization Reserve
3,070,855 This action increases the Rate Stabilization
Reserve Beginning Fund Balance (from
$53,705,758 to $56,776,613) as a result of FY
2022/23 year-end actuals reconciliation (majority
affirmative Council votes required).

Electric Operating Grant Trust Fund (191)
Electric Utility Fund (091)
10 Attachment 2
FY 2023/24 Budget Amendments
Enterprise Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning / Ending Fund
Balance Reconciliation -
Trading Restricted Reserve
1,608,225 1,608,225 This action increases the Trading Restricted Reserve - Beginning and Ending Fund Balance
(from $9,518,954 to $11,127,179) as a result of
FY 2022/23 year-end actuals reconciliation. The
reserve reflects cash set aside for trading activity
(majority affirmative Council votes required).

Beginning / Ending Fund
Balance Reconciliation -
Pension Trust Reserve
(742,384) (742,384) This action decreases the Pension Trust Reserve - Beginning Fund Balance (from $7,066,429 to
$6,324,045) and the Ending Fund Balance (from
$7,066,429 to $6,324,045) as a result of FY
2022/23 year-end actuals reconciliation (majority
affirmative Council votes required).

Ending Fund Balance -
Pension Trust Reserve
3,200,051 As part of the City's Budget Policy, the targeted annual contribution for the Pension Trust Reserve
is 1% of the City's unfunded pension liability. In
accordance with this policy, this action increases
the Pension Trust Reserve Ending Fund Balance,
from $6,324,045 to $9,524,096. This brings the
reserve level to 9% of the unfunded liability for the
Electric Utility Fund (five affirmative Council
votes required for the use of unused
balances).

Ending Fund Balance -
Infrastructure Reserve
10,000,000 This action increases the Infrastructure Reserve Ending Fund Balance (from $0 to $10,000,000) to
set aside funds for unforeseen and unbudgeted
capital costs (five affirmative Council votes
required for the use of unused balances).

Unrestricted Ending Fund
Balance
23,828,982 This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
37,894,874 37,894,874
Electric Utility Fund (091) (Cont'd.)
11 Attachment 2
FY 2023/24 Budget Amendments
Enterprise Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
346,328 This action increases the Unrestricted Beginning Fund Balance from $8,313,100 to $8,659,428 as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning / Ending Fund
Balance Reconciliation -
Pension Trust Reserve
(97,817) (97,817) This action decreases the Pension Trust Reserve Transfer From the Sewer
Utility Debt Service Fund
750,000
Beginning Fund Balance (from $683,361 to
$585,544) and the Ending Fund Balance (from
$683,361 to $585,544) as a result of the FY
2022/23 year-end actuals reconciliation (majority
affirmative
Council votes required).

This action establishes a Transfer from the Sewer
Utility Debt Service Fund. As the debt fund does
not have a minimum requirement for fund balance,
it is recommended to reallocate excess fund
balance to the operating fund (five
affirmative
Council votes required to appropriate
additional revenue).

Capital Outlay - Expenditure
Carryover
950,000 This action reflects the carryover of $950,000 from FY 2022/23 for wastewater pumps. As approved
by the City Council on December 6, 2022, $1.2
million was appropriated to replace 31 wastewater
pumps. This carryover is necessary to complete
the purchases and replacement (five affirmative
Council votes required for the use of unused
balances).

Ending Fund Balance -
Pension Trust Reserve
322,355 As part of the City's Budget Policy, the targeted annual contribution for the Pension Trust Reserve
is 1% of the City's unfunded pension liability. In
accordance with this policy, this action increases
the Pension Trust Reserve Ending Fund Balance,
from $585,544 to $907,899. This brings the
reserve level to 9% of the unfunded liability for the
Sewer Utility Fund (five affirmative Council
votes required for the use of unused
balances).

Ending Fund Balance -
Unrestricted
(176,027) This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
998,511 998,511
Sewer Utility Fund (094)
12 Attachment 2
FY 2023/24 Budget Amendments
Enterprise Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
2,424,693 This action increases the Unrestricted Beginning Fund Balance from $2,464,422 to $4,889,115 as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning / Ending Fund
Balance Reconciliation -
Pension Trust Reserve
(3,775) (3,775) This action decreases the Pension Trust Reserve Beginning Fund Balance (from $288,662 to
$284,887) and Ending Fund Balance (from
$309,291 to $305,516) as a result of FY 2022/23
year-end actuals reconciliation (majority
affirmative Council votes required).

Materials/Services/Supplies -
Expenditure Carryforward
175,748 This action carries forward
Materials/Services/Supplies budget for the
remaining grant funds for the SB1383 Local
Assistance Grant Program. These are one-time
funds to local jurisdictions to assist with the
implementation of regulation requirements
associated with SB 1383. Approved expenditures
include compost giveaways (purchase of compost,
supplies, and all staff time for the events) and a
power purchase agreement for power derived
from residential organic collected curbside (five
affirmative Council votes required for the use
of unused balances).

Transfer to the Solid Waste
Capital Fund
315,000 This action increases the transfer to the Solid Waste Capital Fund to cover Sanitary Landfill
Development - Post Closure project costs (five
affirmative Council votes required for the use
of unused balances).

Ending Fund Balance -
Pension Trust Reserve
139,591 As part of the City's Budget Policy, the targeted annual contribution for the Pension Trust Reserve
is 1% of the City's unfunded pension liability. In
accordance with this policy, this action increases
the Pension Trust Reserve Ending Fund Balance,
from $284,887 to $445,107. This brings the
reserve level to 9% of the unfunded liability for the
Solid Waste Fund (five affirmative Council
votes required for the use of unused
balances).

Ending Fund Balance -
Unrestricted
1,794,354 This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
2,420,918 2,420,918
Solid Waste Fund (096)
13 Attachment 2
FY 2023/24 Budget Amendments
Enterprise Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(288,130) This action decreases the Unrestricted Beginning Fund Balance from $1,867,561 to $1,579,431 as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning Fund
Balance/Ending Fund Balance
Reconciliation - Pension
Stabilization Reserve
(20,769) (20,769) This action decreases the Pension Trust Reserve Beginning Fund Balance (from $124,092 to
$103,323) and the Ending Fund Balance (from
$124,092 to $103,323) as a result of the FY
2022/23 year-end actuals reconciliation (majority
affirmative Council votes required).

Ending Fund Balance -
Pension Trust Reserve
55,854 As part of the City's Budget Policy, the targeted annual contribution for the Pension Trust Reserve
is 1% of the City's unfunded pension liability. In
accordance with this policy, this action increases
the Pension Trust Reserve Ending Fund Balance,
from $103,323 to $159,177. This brings the
reserve level to 9% of the unfunded liability for the
Water Recycling Fund (five affirmative Council
votes required for the use of unused
balances).

Ending Fund Balance -
Unrestricted
(343,984) This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
(308,899) (308,899)
Water Recycling Fund (097)
14 Attachment 2
FY 2023/24 Budget Amendments
Enterprise Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
817,412 This action increases the Unrestricted Beginning Fund Balance from $5,845,632 to $6,663,044 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning Fund
Balance/Ending Fund Balance
Reconciliation - Pension
Stabilization Reserve
(142,696) (142,696) This action decreases the Pension Trust Reserve Beginning Fund Balance (from $1,402,813 to
$1,260,117) and the Ending Fund Balance (from
$1,402,813 to $1,260,117) as a result of FY
2022/23 year-end actuals reconciliation (majority
affirmative Council votes required).

Capital Outlay - Expenditure
Carryover
289,960 This action reflects the carryover of $289,960 from FY 2022/23 for the reactivation of Water Well
Station 23. This funding was approved by the City
Council on December 6, 2022, and the full amount
is needed in FY 2023/24 to complete the
reactivation (five affirmative Council votes
required for the use of unused balances).

Ending Fund Balance -
Pension Trust Reserve
561,577 As part of the City's Budget Policy, the targeted annual contribution for the Pension Trust Reserve
is 1% of the City's unfunded pension liability. In
accordance with this policy, this action increases
the Pension Trust Reserve Ending Fund Balance,
from $1,260,117 to $1,821,694. This brings the
reserve level to 9% of the unfunded liability for the
Water Utility Fund (five affirmative Council
votes required for the use of unused
balances).

Ending Fund Balance -
Unrestricted
(34,125) This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
674,716 674,716
Water Utility Fund (092)
15 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
29,116 29,116 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
29,116 29,116
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
7,936,735 7,936,735 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
7,936,735 7,936,735
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - CASp Reserve
- Restricted
(8,180) (8,180) This action changes the Restricted CASp Reserve - Beginning Fund Balance and Ending Fund
Balance as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).

Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Seismic Admin
Reserve - Restricted
17,430 17,430 This action changes the Restricted Seismic Admin Reserve - Beginning Fund Balance and Ending
Fund Balance as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).

Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Building
Standard - Restricted
3,993 3,993 This action changes the Restricted Building Standard Beginning Fund Balance and Ending
Fund Balance as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).
13,243 13,243
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Building Special Programs and Training Fund (220)
Building Development Services Fund (155)
Bridge Maintenance District #2 Fund (463)
16 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(2,345,497) This action decreases the Unrestricted Beginning Fund Balance from $10,488,576 to $8,143,079 as
a result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Community Development -
Housing - Capital Outlay
3,000,000 This action reflects the carryover of $3.0 million from FY 2022/23 to complete the Freebird
Emergency Water project. On November 15,
2022, the City Council approved an action to
appropriate $3.0 million for a loan agreement with
Monroe Street Housing Partners LP (Freebird).

This loan is meant to provide funding for the
upgrade of the water mains at 2330 Monroe Street
(five affirmative votes required for the use of
unused balances).

Unrestricted Ending Fund
Balance
(5,345,497) This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
(2,345,497) (2,345,497)
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
322,519 This action increases the Unrestricted Beginning Fund Balance from $235,118 to $557,637 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning Fund Balance -
Capital Reserve
(686) This action decreases the Capital Reserve -
Beginning Fund Balance (from $200,767 to
$200,081) as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).

Special Tax Revenues (5,122) This action decreases the revenue estimate for the community facilities district (CFD) special tax
levy from $383,077 to $377,955 based on the
latest CFD Tax Administration Report. This
estimate is based on 501 parcels within the CFD
that have been issued a building permit (majority
affirmative Council votes required).

Community Facilities District 2019-1 Lawrence Station (027) City Affordable Housing Fund (165)
17 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Capital Reserve (1,710) This action decreases the Capital Reserve to partially offset the decrease in the projected
special tax revenues (majority affirmative
Council votes required).

Ending Fund Balance -
Unrestricted
318,421 This change to the Ending Fund Balance offsets
the recommended actions above (majority
affirmative Council votes required).
316,711 316,711
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(276,545) This action decreases the Unrestricted Beginning Fund Balance from $145,000 to ($131,545) as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Other Fees for Services -
Revenue Carryover
393,004 Based on actual FY 2022/23 revenues, this action carries forward revenue in the amount of $393,004
due from Techmart and Hyatt. These companies
have been billed and the payments are expected
in FY 2023/24. The revised FY 2023/24 revenue
budget is $1,361,740 (majority affirmative
Council votes required).

Ending Fund Balance -
Unrestricted
116,459 This change to the Ending Fund Balance offsets
the recommended actions above (majority
affirmative Council votes required).
116,459 116,459
Convention Center Maintenance District Fund (026)
Community Facilities District 2019-1 Lawrence Station (027) (Cont'd.) 18 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
86,509 86,509 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Reserve for
Maintenance - Restricted
469 469 This action changes the Restricted Reserve for Maintenance Beginning Fund Balance and Ending
Fund Balance as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).
86,978 86,978
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
77,809 77,809 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
77,809 77,809
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(455,609) This action decreases the Unrestricted Beginning Fund Balance from $0 to ($455,609) as a result of
FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Engineering Operating Grant Trust Fund (144)
Endowment Care Fund (077)
Downtown Parking Maintenance District Fund (025)
19 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Transfer to the General Fund 3,536 This action transfers $3,536 back to the General Fund to return a subsidy that was approved by the
City Council on December 14, 2021, as part of the
FY 2020/21 Budgetary Year-End Report. The
subsidy was initially approved to cover costs for
anticipated reimbursable grant expenses for the
One Bay Area Grant 2015/16 (OBAG16) grant. In
FY 2022/23, the granting agency remitted the final
reimbursement of $3,536 for the OBAG16 grant,
so a General Fund subsidy is no longer required
(five affirmative votes required for the use of
unused balances).

Local Early Action Planning
Program
499,150 265,910 This action carries over grant revenue not yet received and unspent appropriations for the Local
Early Action Planning grant program. This is a
result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required to appropriate additional revenue and
for the use of unused balances).

Regional Early Action Planning 102,684 102,684 This action carries over grant revenue not yet received and unspent appropriations for the
Regional Early Action Planning grant program.

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required to appropriate additional revenue and
for the use of unused balances).

Tasman East Specific Plan 310,000 84,095 This action carries over grant revenue not yet received and unspent appropriations for the
Tasman East Specific Plan grant. This is a result
of the FY 2022/23 year-end actuals reconciliation
(five affirmative Council votes required to
appropriate additional revenue and for the use
of unused balances).
456,225 456,225
Engineering Operating Grant Trust Fund (144) (Cont'd.)
20 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
1,454,825 This action increases the Unrestricted Beginning Fund Balance from $0 to $1,454,825 as a result of
the FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

City Attorney's Office 32,189 This action carries over funding from unspent funds designated to the City Attorney's Office for
Environmental
Enforcement Fines ($32,189). This
is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

City Manager's Office 12,974 This action carries over unspent funds designated to the City Manager's Office for the
Caltrain Station ($12,974). This is a result of the
FY 2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).

Developer Contributions /
Community Development
Department
49,500 49,500 This action carries over revenue not yet received and unspent funds for the Tasman East
Contributions. This is a result of the FY 2022/23
year-end actuals reconciliation (five affirmative
Council votes required to appropriate
additional revenue and for the use of unused
balances).

Fire Department 620,565 This action carries over funding from unspent funds designated to the Fire Department for the
following: CUPA Enforcement ($527,303),
Environment Enforcement Fees ($59), Fire
Prevention ($1,708), Fire - Haz Mat ($1,598), Fire -
Certification Grant ($5,223), Fire EMS Grant
($2,681), OES Emergency Preparation ($75,000),
Training Emergency Preparation ($4,133), and
Training Classes ($2,860). This is a result of the
FY 2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).

Expendable Trust Fund (079)
21 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Library Department 19,488 This action carries over funding from unspent donations designated to the Library Department
for CLSA Transaction Based Reimbursement
($1,770) and the Public Library Foundation
($17,718). This is a result of the FY 2022/23 year-
end actuals reconciliation (five affirmative
Council votes required for the use of unused
balances).

Police Department 774,214 This action carries over funding from unspent funds designated to the Police Department for the
following: Bingo Enforcement Fees
($336,151), Opioid Settlement ($124,989), Seized
Asset Funds for local ($41) and for State
($310,713), and Shooting Range Recycled
Casings ($2,320). This is a result of the FY
2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).

Public Works 19,097 14,492 This action increases the reimbursements for SVACA Billing not yet received. This action also
carries over funding from unspent funds
designated to the Public Works Department for
Environment Enforcement Fees ($12,875) and
Seized Asset Funds for local ($1,617). This is a
result
of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required to appropriate additional revenue
and for the use of unused balances).
1,523,422 1,523,422
Expendable Trust Fund (079) (Cont'd.)
22 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Transfer From the General
Fund
1,347,578 This action transfers $1,347,578 from the
General Fund based on the reconciliation of Fire
Development
Services revenues and
expenditures
for FY 2022/23. In FY 2022/23, the
Fire Development Services were reflected in the
General Fund; this activity is now budgeted in a
separate Fire Development Services Fund (five
affirmative Council votes required to
appropriate additional revenue).

Unrestricted Ending Fund
Balance
1,347,578 This change to the Unrestricted Ending Fund
Balance offsets the recommended action above
(majority affirmative Council votes required).
1,347,578 1,347,578
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
(407,339) This action decreases the Unrestricted Beginning Fund Balance by $407,339 (from $0 to -$407,339)
as a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Assistance to Firefighter Grant
FY21/22 Grant
124,539 136,992 This action carries over grant revenue not yet received and unspent funds for the Assistance to
Firefighter FY21/22 grant. This is a result of the FY
2022/23 year-end actuals reconciliation (five
affirmative Council votes required to
appropriate additional revenue and for the use
of unused balances).

California Environmental
Protection Agency
Environmental Enforcement
Training
26,096 This action carries over unspent funds for the
California Environmental Protection Agency
Environmental Enforcement Training. This is a
result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Emergency Management
Performance Grant 2021
1,067 This action carries over grant revenue not yet
received for the Emergency Management
Performance 2021 grant. This is a result of the FY
2022/23 year-end actuals reconciliation (five
affirmative Council votes required to
appropriate additional revenue).

Fire Operating Grant Trust Fund (178)
Fire Development Services Fund (158)
23 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Emergency Management
Performance Grant 2022
2,000 2,000 This action carries over grant revenue not yet received and unspent funds for the Emergency
Management Performance grant. This is a result
of the FY 2022/23 year-end actuals reconciliation
(five affirmative Council votes required to
appropriate additional revenue).

Emergency Preparedness
Grant
1,066 This action carries over unspent funds for the
Emergency Preparedness Grant. This is a result
of the FY 2022/23 year-end actuals reconciliation
(five affirmative Council votes required for the
use of unused balances).

State Homeland Security
Grant Program FY20/21
249,982 This action carries over grant revenue not yet
received for the State Homeland Security Grant
Program FY20/21. This is a result of the FY
2022/23 year-end actuals reconciliation (five
affirmative Council votes required to
appropriate additional revenue).

State Homeland Security
Grant Program FY21/22
252,900 56,768 This action carries over grant revenue not yet received and unspent funds for the State
Homeland Security Grant Program FY21/22. This
is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required to appropriate additional revenue and
for the use of unused balances).

Transfer to the General Fund 227 This action establishes a transfer to the General Fund to return unused funding for expenses
related to the Assistance to Firefighters Grant City
Match FY19/20 ($25) and the Assistance to the
Firefighters Grant Supplemental City Match
($202). This is a result of the FY 2022/23 year-end
actuals reconciliations (five affirmative Council
votes required for the use of unused
balances).
223,149 223,149
Fire Operating Grant Trust Fund (178) (Cont'd.)
24 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
(109,436) (109,436) This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
(109,436) (109,436)
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(1,986,524) This action decreases the Unrestricted Beginning Fund Balance from $1,833,894 to ($152,630) as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning Fund Balance
Reconciliation - Restricted
Program Income
353,444 This action increases the Beginning Fund Balance - Restricted Program Income from $0 to $353,444
as a result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Other Agencies Revenue 2,606,106 This action carries over grant revenue from HUD that was unspent in FY 2022/23 and recognizes
that revenue in FY 2023/24. Of the $2,606,106
carryover amount, $1,999,814 is CDBG funding
not yet drawn down, with the remaining $606,292
as HOME funding not yet drawn down (five
affirmative Council votes required to
appropriate additional revenue).

NCIP - CDBG 76,055 This action carries over unspent appropriations in the NCIP - CDBG project from FY 2022/23 and
increases the FY 2023/24 project budget from
$412,810 to $488,865 (five affirmative Council
votes required for the use of unused
balances).

Gas Tax Fund (121)
Housing and Urban Development Fund (562)
25 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Rehab - Affordable Rental
Housing
916,394 This action carries over unspent appropriations in the Rehab - Affordable Rental Housing project
from FY 2022/23 and increases the FY 2023/24
project budget from $1,100,000 to $2,016,394
(five affirmative Council votes required for the
use of unused balances).

CHDO Project 69,865 This action carries over unspent appropriations in the CHDO project from FY 2022/23 and increases
the FY 2023/24 project budget from $0 to $69,865
(five affirmative Council votes required for the
use of unused balances).

Homeless Tenant Based
Rental Assistance
173,178 This action carries over unspent appropriations in the Homeless Tenant Based Rental Assistance
project from FY 2022/23 and increases the FY
2023/24 project budget from $827,242 to
$1,000,420 (five affirmative Council votes
required for the use of unused balances).

HOME American Rescue Plan
Program
41,746 This action carries over unspent appropriations in the HOME American Rescue Plan Program
project from FY 2022/23 and increases the FY
2023/24 project budget from $927,053 to
$968,799 (five affirmative Council votes
required for the use of unused balances).

Multi-Family Rental
Rehabilitation
642,000 This action carries over unspent appropriations in the Multi-Family Rental Rehabilitation project from
FY 2022/23 and increases the FY 2023/24 project
budget from $0 to $642,000 (five affirmative
Council votes required for the use of unused
balances).

Unrestricted Ending Fund
Balance
(946,212) This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
973,026 973,026
Housing and Urban Development Fund (562) (Cont'd.)
26 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance/
Ending Fund Balance
Reconciliation - Unrestricted
445,367 445,367 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
445,367 445,367
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance/
Ending Fund Balance
Reconciliation - Unrestricted
19,711 19,711 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
19,711 19,711
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
179,758 This action increases the Unrestricted Beginning Fund Balance from $0 to $179,758 as a result of
the FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

City Library Foundation Trust 139,444 This action carries over unspent funds associated with the City Library Foundation Trust. This is a
result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Library Donations Trust Fund (072)
Housing Successor Agency Fund (169)
Housing Authority Fund (164)
27 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
In Memory J. Jaffer 1,440 This action carries over unspent funds from the In Memory J. Jaffer donation. This is a result of the
FY 2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).

In Memory Of M. Dry 4,000 This action carries over unspent funds from the In Memory Of M. Dry donation. This is a result of the
FY 2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).

Library Books 1,300 This action carries over unspent funds for Library Books. This is a result of the FY 2022/23 year-end
actuals reconciliation (five affirmative Council
votes required for the use of unused
balances).

Library Tote Bags 1,023 This action carries over unspent funds for Library Tote Bags. This is a result of the FY 2022/23 year-
end actuals reconciliation (five affirmative
Council votes required for the use of unused
balances).

Literacy Program 9,050 This action carries over unspent funds for the Literacy Program. This is a result of the FY
2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).

SCSQ Irvine Contribution 22,755 This action carries over unspent funds from the SCSQ Irvine Contribution. This is a result of the
FY 2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).

Summer Reading 746 This action carries over unspent funds from the Summer Reading donation. This is a result of the
FY 2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).
179,758 179,758
Library Donations Trust Fund (072) (Cont'd.)
28 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
83,320 This action increases the Unrestricted Beginning Fund Balance from $0 to $83,320 as a result of
the FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Adult Literacy Program 21-22 7 This action carries over unspent funds related to the Adult Literacy Program 21-22 grant. This is a
result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Adult Literacy Program 22-23 72,582 This action carries over unspent funds related to the Adult Literacy Program 22-23 grant. This is a
result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Pacific Library Partnership
(PLP) Innovation and
Technology 21-22
8 This action carries over unspent funds related to
the PLP Innovation and Technology 21-22 grant.

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Pacific Library Partnership
(PLP) Link+ Reimbursement
22-23
10,723 This action carries over unspent funds related to the PLP 22-23 reimbursement for the Link+
subscription. This is a result of the FY 2022/23
year-end actuals reconciliation (five affirmative
Council votes required for the use of unused
balances).
83,320 83,320
Library Operating Grant Trust Fund (112)
29 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
28,781 This action increases the Unrestricted Beginning Fund Balance from $0 to $28,781 as a result of
the FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Transfer to the General Fund 26,057 This action establishes a transfer to the General Fund to return unused funding for expenses
related to COVID-19 as a result of the FY 2022/23
year-end actuals reconciliations (five affirmative
Council votes required for the use of unused
balances).

City Manager's Office - Healthy
Cities Tobacco Free Grant
2,724 This action carries over unspent funds related to the Healthy Cities Tobacco Free grant. This is a
result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).
28,781 28,781
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
(21,691) This action decreases the Unrestricted Beginning Fund Balance from $123,091 to $101,400 as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Other Agencies Revenue 29,336 This action carries over reimbursement revenue not yet received for the Senior Nutrition Program.

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required to appropriate additional revenue).

Other Revenue 4,350 This action carries over donations not yet received for the Senior Nutrition Program as a result of the
FY 2022/23 year-end actuals reconciliation (five
affirmative Council votes required to
appropriate additional revenue).

Ending Fund Balance 11,995 This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
11,995 11,995
Other City Departments Operating Grant Trust Fund (101) Parks and Recreation Operating Grant Trust Fund (111)
30 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
1,605,832 This action increases the Unrestricted Beginning Fund Balance from $0 to $1,605,832 as a result of
the FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Abandoned Vehicle Abatement 249,915 This action carries over unspent funds for the Abandoned Vehicle Abatement program. This is a
result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Board of State and Community
Correction 2017
38,544 This action carries over unspent funds for the
Board of State and Community Correction 2017
grant. This is a result of the FY 2022/23 year-end
actuals reconciliation (five affirmative Council
votes required for the use of unused
balances).

Board of State and Community
Correction 2020
220,107 This action carries over unspent funds for the
Board of Sate and Community Correction 2020
grant. This is a result of the FY 2022/23 year-end
actuals reconciliation (five affirmative Council
votes required for the use of unused
balances).

Board of State and Community
Correction 2023
98,292 This action carries over unspent funds for the
Board of Sate and Community Correction 2023
grant. This is a result of the FY 2022/23 year-end
actuals reconciliation (five affirmative Council
votes required for the use of unused
balances).

Citizens' Option for Public
Safety 2019/20
140,563 This action carries over unspent funds for the
Citizens' Option for Public Safety 2019/20 grant.

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Citizens' Option for Public
Safety 2020/21
200,327 This action carries over unspent funds for the
Citizens' Option for Public Safety 2020/21 grant.

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Police Operating Grant Trust Fund (177)
31 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Citizens' Option for Public
Safety 2021/22
265,384 This action carries over unspent funds for the
Citizens' Option for Public Safety 2021/22 grant.

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Citizens' Option for Public
Safety 2022/23
14,991 This action carries over unspent funds for the
Citizens' Option for Public Safety 2022/23 grant.

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Seized Asset Funds 160,309 This action carries over unspent funds from the Seized Asset Funds allocation. This is a result of
the FY 2022/23 year-end actuals reconciliation
(five affirmative Council votes required for the
use of unused balances).

West Valley College Training
Program
217,400 This action carries over unspent funds for the
West Valley College Training grant. This is a result
of the FY 2022/23 year-end actuals reconciliation
(five affirmative Council votes required for the
use of unused balances).
1,605,832 1,605,832
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
448,141 This action increases the Unrestricted Beginning Fund Balance from $0 to $448,141 as a result of
FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Contractual Services for
Development Review
448,141 This action carries over contractual services funding for Environment Impact Reviews and
other pre-development studies that are required
for development and paid by developers (five
affirmative Council votes required for the use
of unused balances).
448,141 448,141
Prefunded Plan Review Fund (157)
Police Operating Grant Trust Fund (177) (Cont'd.)
32 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
575,492 This action increases the Unrestricted Beginning Fund Balance from $0 to $575,492 as a result of
FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

City Manager's Office 50,008 This action carries over unspent donations designated to the City Manager's Office for the
following: Bank of Santa Clara Car Seat Program
($500), Art in Public Places ($226), Championship
Teams ($1,344), Help Your Neighbor ($9,876),
Mission City Community ($67), Santa Clara Art in
Public Spaces ($37,720), and Undesignated
Donations ($275). This is a result of the FY
2022/23 year-end actuals reconciliation (five
affirmative Council votes required for the use
of unused balances).

Community Development
Department
5,641 This action carries over unspent donations designated to the Community Development
Department including the Berryessa Adobe
Donations ($1,150) and Historical Preservation
($4,491). This is a result of the FY 2022/23 year-
end actuals reconciliation (five affirmative
Council votes required for the use of unused
balances).

Fire Department 3,345 This action carries over unspent donations designated to the Fire Department including Fire
Safety ($1,961) and Public Education ($1,384).

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Parks and Recreation
Department
354,537 This action carries over unspent donations designated to the Parks and Recreation
Department for the following: Arts, Crafts and
Wine Festival ($163,216), Case Management
Grant ($60,807), Robert Jones Jr. Theatre
($3,929), Youth Commission ($3,819), and the
Wade Brummal Scholarship Fund ($122,766).

This is a result of the FY 2022/23 year-end actuals
reconciliation (five affirmative Council votes
required for the use of unused balances).

Public Donations Fund (067)
33 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Police Department 161,961 This action carries over unspent donations designated to the Police Department for the
following: Bicycle Safety Program ($1,377),
COVID Donations ($4,544), Team 200 ($150,000),
Training Simunition Program ($2,500), and the
Police Voucher Program ($3,540). This is a result
of the FY 2022/23 year-end actuals reconciliation
(five affirmative Council votes required for the
use of unused balances).
575,492 575,492
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation
(270,902) This action decreases the Unrestricted Beginning Fund Balance from $2,680,675 to $2,409,773 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Capital Outlay 637,613 This action carries over unspent funds for various equipment replacements and upgrades at both the
City Council chambers and library sites. This
project has been delayed due to supply chain
issues with ordered equipment (five affirmative
Council votes required for the use of unused
balances).

Ending Fund Balance (908,515) This change to the Ending Fund Balance offsets the recommended action above (majority
affirmative Council votes required).
(270,902) (270,902)
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
629,422 629,422 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
629,422 629,422
Public, Educational and Governmental Fee Fund (221)
Road Maintenance and Rehabilitation (SB1) Fund (122)
Public Donations Fund (067) (Cont'd.)
34 Attachment 2
FY 2023/24 Budget Amendments
Special Revenue Funds and Other Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
422,220 422,220 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
422,220 422,220
Traffic Mitigation Fund (123)
35 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
381,692 This action increases the Unrestricted Beginning Fund Balance from $874,656 to $1,256,348 as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Transfer From the General
Fund
3,500,000 This action establishes a transfer from the General Fund to supplement funding for the replacement of
all public safety radios that have reached the end
of their useful life (five affirmative Council votes
required to appropriate additional revenue).

Capital Outlay - Radio
Replacement
4,262,000 This action increases the Capital Outlay
appropriation to account for radio replacement
costs, including installation and programming
costs for the Police and Fire Departments (five
affirmative Council votes required to
appropriate additional revenue and for the use
of unused balances).

Equipment Reserve 126,769 126,769 This action increases the Beginning Fund Balance - Equipment Reserve and Ending Fund Balance -
Equipment Reserve from $904,117 to $1,030,886
as a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Ending Fund Balance -
Unrestricted
(380,308) This change to the Ending Fund Balance offsets the recommended action above (majority
affirmative Council votes required).
4,008,461 4,008,461
FY 2023/24 Budget Amendments
Internal Service Funds
Communication Acquisitions Fund (048)
36 Attachment 2
FY 2023/24 Budget Amendments
Internal Service Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
340,687 340,687 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
340,687 340,687
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
44,133 44,133 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
44,133 44,133
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
406,304 This action increases the Unrestricted Beginning Fund Balance from $0 to $406,304 as a result of
FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Transfer to the General Fund 293,038 This action establishes a transfer to the General Fund to return FY 2022/23 savings in the PW
Capital Projects Management costs that were
originally funded by the General Fund (five
affirmative Council votes required for the use
of unused balances).

Transfer to the Sewer Utility
Capital Fund
113,266 This action establishes a transfer to the Sewer Utility Capital Fund to return FY 2022/23 savings
in the PW Capital Projects Management costs that
were originally funded by the Sewer Utility Capital
Fund (five affirmative Council votes required
for the use of unused balances).
406,304 406,304
Public Works Capital Projects Management Fund (044)
Information Technology Services Fund (045)
Fleet Operations Fund (053)
37 Attachment 2
FY 2023/24 Budget Amendments
Internal Service Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
2,171,217 2,171,217 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
2,171,217 2,171,217
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
17,518 17,518 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
17,518 17,518
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(1,429,904) This action decreases the Unrestricted Beginning Fund Balance from $4,965,496 to $3,535,592 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning / Ending Fund
Balance - Equipment
Replacement Reserve
1,467,441 1,467,441 This action increases the Equipment Replacement Reserve Beginning Fund Balance (from
$3,611,023 to $5,078,464) and the Ending Fund
Balance (from $3,611,023 to $5,078,464) as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Special Liability Insurance Fund (082)
Unemployment Insurance Fund (087)
Vehicle Replacement Fund (050)
38 Attachment 2
FY 2023/24 Budget Amendments
Internal Service Funds
Item
Source of
Funds
Use of
Funds Explanation
Transfer from the General
Fund (Fire Ambulance)
81,900 - This action establishes a transfer from the General Fund to replenish funds for the purchase of a used
ambulance for the Fire Department in FY 2022/23.

Funds are offset by ambulance transport
payments received from public healthcare
providers and patients for Fire Department
ambulance transports to hospitals that were
collected in FY 2022/23 (five affirmative Council
votes required for the use of unused
balances).

Capital Outlay - Expenditure
Carryforward
168,731 This action increases the Capital Outlay amount to carryforward funding for the purchase of vehicles
that were previously funded but not purchased.

Funding is included for trailers and mowers for the
Parks Department (five affirmative Council
votes required for the use of unused
balances).

Ending Fund Balance -
Unrestricted
(1,516,735) This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
119,437 119,437
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
(48,574) (48,574) This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
(48,574) (48,574)
Workers' Compensation Fund (081)
Vehicle Replacement Fund (050) (Cont'd.)
39 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Reserve for
Debt Service
269,084 269,084 This action changes the Reserve for Debt Service - Beginning Fund Balance and Ending Fund
Balance as a result of FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).
269,084 269,084
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
22,883 22,883 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
22,883 22,883
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Debt Reserve
(35,296) This action decreases the Beginning Fund
Balance - Debt Reserve from $6,005,257 to
$5,969,961 as a result of the FY 2022/23 year-end
actuals reconciliation (majority affirmative
Council votes required).

Transfer to the Sewer Utility
Fund
750,000 This action establishes a transfer to the Sewer Utility Fund. The Sewer Utility Debt Service Fund
does not have a minimum requirement for fund
balance, therefore, it is recommended to
reallocate this excess fund balance to the
operating fund (five affirmative Council votes
required for the use of unused balances).

Ending Fund Balance - Debt
Reserve
(785,296) This change to the Ending Fund Balance - Debt Reserve offsets the recommended actions above
(majority affirmative Council votes required).
(35,296) (35,296)
Sewer Utility Debt Service Fund (494)
FY 2023/24 Budget Amendments
Debt Service Funds
Public Facilities Financing Corporation Fund (431)
Electric Utility Debt Service Fund (491)
40 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(3,146) This action decreases the Unrestricted Beginning Fund Balance from $1,392 to ($1,754) as a result
of the FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Transfer From the General
Fund
6,500 This action increases the transfer from the
General Fund to cover annual audit costs and
higher stipends costs, reflecting more City Council
meetings (five affirmative Council votes
required to appropriate additional revenue).

Board Member Stipends 1,500 This action increases the Board Member Stipends budget to account for a higher number of City
Council meetings (five affirmative Council votes
required to appropriate additional revenue).

Materials/Services/Supplies 1,500 This action increases the Materials/Services/ Supplies budget to account for the annual audit
fee (five affirmative Council votes required to
appropriate additional revenue).

Ending Fund Balance -
Unrestricted
354 This change to the Ending Fund Balance offsets
the recommended actions above (majority
affirmative Council votes required).
3,354 3,354
FY 2023/24 Budget Amendments
Other Agency Fund
Sports and Open Space Authority Fund (801)
41 Attachment 2
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
87,249 This action increases the Unrestricted Beginning Fund Balance from $221,500 to $308,749 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Sarah E. Fox Mausoleum
Repairs - Expenditure
Carryover Adjustment
7,309 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $7,309
(from $221,500 to $228,809). The revised FY
2023/24 project budget is $228,809 (five
affirmative Council votes required for the use
of unused balances).

Unrestricted Ending Fund
Balance
79,940 This change to the Ending Fund Balance offsets
the recommended action above (majority
affirmative Council votes required).
87,249 87,249
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
727,408 727,408 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
727,408 727,408
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(4,727) This action decreases the Unrestricted Beginning Fund Balance from $2,146,482 to $2,141,755 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Santa Clara Convention
Center Condition Assessment
Repair Project - Expenditure
Carryover Adjustment
(4,727) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $4,727
(from $2,146,482 to $2,141,755). The revised FY
2023/24 project budget is $2,141,755 (majority
affirmative Council votes required).
(4,727) (4,727)
Cemetery Capital Fund (593)
City Affordable Housing Capital Fund (565)
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Convention Center Capital Fund (865)
42 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
24,513,614 This action increases the Unrestricted Beginning Fund Balance from $112,463,958 to $136,977,572
as a result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Other Revenue (30,528,054) This action decreases the Other Revenue estimate by a net $30,528,054. Based on actual
FY 2022/23 revenues, this action increases the
revenue carryover by a net $66,946 (from
$40,599,727 to $4,666,673). The action also
decreases the Other Revenue budget by
$30,595,000 to use Load Development Fee
collected in prior years for the following projects:

Northwest Loop Capacity Upgrade ($2,600,000),
60KV Breaker Upgrades ($2,265,000),
Transmission Loop 1 ($3,500,000), Transmission
Loop 2 ($2,000,000), Duane-Scott 115kV
Reconductor ($1,620,000), South Loop
Reconductor ($18,610,000). The revised FY
2023/24 revenue budget is $48,052,153 (majority
affirmative Council votes required).

Fiber Development, Design,
and Expansion - Expenditure
Carryover Adjustment
(907,815) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by $-
907,815 (from $1,179,730 to $271,915). The
revised FY 2023/24 project budget is $2,534,652
(majority affirmative Council votes required).

New Business Estimate Work 564,530 This action increases the New Business Estimate Work project by a net $564,530. Based on actual
FY 2022/23 expenditures, this action decreases
the project carryover by $2,567,379 (from
$1,721,894 to $845,485). The project is also
increased by $3,131,909 to appropriate additional
revenue received in FY 2022/23. The revised FY
2023/24 project budget is $7,072,674 (five
affirmative Council votes required for the use
of unused balances).

Electric Utility Capital Fund (591)
43 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Transmission and Distribution
Capital Maintenance and
Betterments - Expenditure
Carryover Adjustment
(1,016,352) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$1,016,352 (from $6,362,631 to $5,346,279). The
revised FY 2023/24 project budget is $8,423,987
(majority affirmative Council votes required).

Electric Yard Buildings and
Grounds - Expenditure
Carryover Adjustment
81,223 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $81,223
(from $2,122,950 to $2,204,173). The revised FY
2023/24 project budget is $2,770,173 (five
affirmative Council votes required for the use
of unused balances).

Serra Substation Re-Build -
Expenditure Carryover
Adjustment
26,554 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $26,554
(from $220,000 to $246,554). The revised FY
2023/24 project budget is $246,554 (five
affirmative Council votes required for the use
of unused balances).

Implementation of Advanced
Metering Infrastructure (AMI) -
Expenditure Carryover
Adjustment
(381) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $381
(from $284,183 to $283,802). The revised FY
2023/24 project budget is $283,802 (majority
affirmative Council votes required).

Generation Capital
Maintenance and Betterments -
Expenditure Carryover
Adjustment
(9,439) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $9,439
(from $900,000 to $890,561). The revised FY
2023/24 project budget is $2,990,561 (majority
affirmative Council votes required).

Transmission System
Reinforcements - Expenditure
Carryover Adjustment
(57,289) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $57,289
(from $395,000 to $337,711). The revised FY
2023/24 project budget is $337,711 (majority
affirmative Council votes required).

Major Engine Overhaul and
Repair - Expenditure
Carryover Adjustment
(2,962,129) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$2,962,129 (from $3,769,806 to $807,677). The
revised FY 2023/24 project budget is $1,012,677
(majority affirmative Council votes required).

Electric Utility Capital Fund (591) (Cont'd.)
44 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Operations and Planning
Technology - Expenditure
Carryover Adjustment
24,159 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $24,159
(from $1,383,542 to $1,407,701). The revised FY
2023/24 project budget is $1,632,701 (five
affirmative Council votes required for the use
of unused balances).

Clean Energy and Carbon
Reduction - Expenditure
Carryover Adjustment
4,958 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $4,958
(from $4,313,015 to $4,317,973). The revised FY
2023/24 project budget is $4,317,973 (five
affirmative Council votes required for the use
of unused balances).

System Capacity Expansion -
Expenditure Carryover
Adjustment
(427,339) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$427,339 (from $2,400,751 to $1,973,412). The
revised FY 2023/24 project budget is $2,920,948
(majority affirmative Council votes required).

Esperanca Substation -
Expenditure Carryover
Adjustment
(39,014) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $39,014
(from $14,431,382 to $14,392,368). The revised
FY 2023/24 project budget is $26,876,894
(majority affirmative Council votes required).

Storm Water Compliance -
Expenditure Carryover
Adjustment
(590,599) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$590,599 (from $715,090 to $124,491). The
revised FY 2023/24 project budget is $124,491
(majority affirmative Council votes required).

Homestead Substation Rebuild
- Expenditure Carryover
Adjustment
3,874 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $3,874
(from $1,446,330 to $1,450,204). The revised FY
2023/24 project budget is $1,450,204 (five
affirmative Council votes required for the use
of unused balances).

Electric Utility Capital Fund (591) (Cont'd.)
45 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Yard Pavement Project -
Expenditure Carryover
Adjustment
(3,710) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $3,710
(from $835,000 to $831,290). The revised FY
2023/24 project budget is $831,290 (majority
affirmative Council votes required).

Replace Balance of Plant
Control System (DCS) -
Expenditure Carryover
Adjustment
4,641,600 Based on actual FY 2022/23 expenditures, this action increases the project carryover by
$4,641,600 (from $936,312 to $5,577,912). The
revised FY 2023/24 project budget is $5,577,912
(five affirmative Council votes required for the
use of unused balances).

DOT Gas Pipeline Upgrades
and Repairs - Expenditure
Carryover Adjustment
44,866 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $44,866
(from $845,000 to $889,866). The revised FY
2023/24 project budget is $889,866 (five
affirmative Council votes required for the use
of unused balances).

Oaks Junction - Expenditure
Carryover Adjustment
(29) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $29
(from $2,121,025 to $2,120,996). The revised FY
2023/24 project budget is $2,120,996 (majority
affirmative Council votes required).

Electric Vehicle (EV) Charging -
Expenditure Carryover
Adjustment
(143,523) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$143,523 (from $1,932,515 to $1,788,992). The
revised FY 2023/24 project budget is $2,788,992
(majority affirmative Council votes required).

San Tomas Junction -
Expenditure Carryover
Adjustment
47,788 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $47,788
(from $2,971,762 to $3,019,550). The revised FY
2023/24 project budget is $3,019,550 (five
affirmative Council votes required for the use
of unused balances).

Electric Utility Capital Fund (591) (Cont'd.)
46 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Laurelwood Substation -
Expenditure Carryover
Adjustment
(82,138) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $82,138
(from $5,464,307 to $5,382,169). The revised FY
2023/24 project budget is $5,382,169 (majority
affirmative Council votes required).

Renewable Energy Microgrid -
Expenditure Carryover
Adjustment
4,833 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $4,833
(from $4,058,039 to $4,062,872). The revised FY
2023/24 project budget is $4,062,872 (five
affirmative Council votes required for the use
of unused balances).

Substation Control and
Communication System
Replacement - Expenditure
Carryover Adjustment
2,188 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $2,188
(from $40,000 to $42,188). The revised FY
2023/24 project budget is $137,584 (five
affirmative Council votes required for the use
of unused balances).

Stender Way Junction
Substation - Expenditure
Carryover Adjustment
(856,519) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$856,519 (from $7,403,172 to $6,546,653). The
revised FY 2023/24 project budget is $6,740,653
(majority affirmative Council votes required).

Memorex Junction Substation -
Expenditure Carryover
Adjustment
(641,276) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$641,276 (from $5,154,661 to $4,513,385). The
revised FY 2023/24 project budget is $8,289,385
(majority affirmative Council votes required).

Martin Avenue Junction
Substation - Expenditure
Carryover Adjustment
34,898 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $34,898
(from $770,653 to $805,551). The revised FY
2023/24 project budget is $6,643,551 (five
affirmative Council votes required for the use
of unused balances).

Electric Utility Capital Fund (591) (Cont'd.)
47 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Freedom Circle Junction
Substation - Expenditure
Carryover Adjustment
(155,541) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$155,541 (from $2,720,157 to $2,564,616). The
revised FY 2023/24 project budget is $3,927,866
(majority affirmative Council votes required).

KRS Rebuild and
Replacement - Expenditure
Carryover Adjustment
(12,480) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $12,480
(from $8,000,000 to $7,987,520). The revised FY
2023/24 project budget is $86,447,723 (majority
affirmative Council votes required).

NRS Transformer and Breaker
Upgrades - Expenditure
Carryover Adjustment
550,941 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $550,941
(from $5,660,000 to $6,210,941). The revised FY
2023/24 project budget is $88,099,335 (five
affirmative Council votes required for the use
of unused balances).

NRS-KRS 115kV Line -
Expenditure Carryover
Adjustment
284,018 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $284,018
(from $2,090,000 to $2,374,018). The revised FY
2023/24 project budget is $31,632,018 (five
affirmative Council votes required for the use
of unused balances).

SRS Rebuild and
Replacement - Expenditure
Carryover Adjustment
2,550 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $2,550
(from $11,050,000 to $11,052,550). The revised
FY 2023/24 project budget is $90,552,753 (five
affirmative Council votes required for the use
of unused balances).

Bowers Avenue Junction -
Expenditure Carryover
Adjustment
32,705 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $32,705
(from $2,781,825 to $2,814,530). The revised FY
2023/24 project budget is $2,814,530 (five
affirmative Council votes required for the use
of unused balances).

Electric Utility Capital Fund (591) (Cont'd.)
48 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Walsh-Uranium 60kV
Reconductor - Expenditure
Carryover Adjustment
339,825 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $339,825
(from $34,570 to $374,395). The revised FY
2023/24 project budget is $2,754,395 (five
affirmative Council votes required for the use
of unused balances).

Transmission Loop 1 -
Expenditure Carryover
Adjustment
634,244 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $634,244
(from $1,187,552 to $1,821,796). The revised FY
2023/24 project budget is $5,321,796 (five
affirmative Council votes required for the use
of unused balances).

Battery Energy Storage
System - Expenditure
Carryover Adjustment
604 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $604
(from $1,780,000 to $1,780,604). The revised FY
2023/24 project budget is $1,980,604 (five
affirmative Council votes required for the use
of unused balances).

Juliette Substation
Transformer Rerate and
Installation
(1,920) This action decreases the Juliette Substation
Transformer Rerate and Installation project by a
net $1,920. Based on actual FY 2022/23
expenditures, this action decreases the project
carryover by $2,020 (from $4,253,960 to
$4,251,940). The project is also increased by $100
to align with actual developer contributions
received for substation. The revised FY 2023/24
project budget is $4,252,040
(majority affirmative
Council votes required).

Democracy Substation -
Expenditure Carryover
Adjustment
(717,681) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$717,681 (from $786,500 to $68,819). The revised
FY 2023/24 project budget is $68,819 (majority
affirmative Council votes required).

Unrestricted Ending Fund
Balance
(4,715,624) This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
(6,014,440) (6,014,440)
Electric Utility Capital Fund (591) (Cont'd.)
49 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
3,025 This action increases the Unrestricted Beginning
Fund Balance from $479,843 to $482,868 as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

City-Wide AED Replacements -
Expenditure Carryover
Adjustment
914 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $914
(from $0 to $914). The revised FY 2023/24 project
budget is $914 (five affirmative Council votes
required for the use of unused balances).

Emergency Operations Center
Capital Refurbishment -
Expenditure Carryover
Adjustment
4,137 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $4,137
(from $3,221 to $7,358). The revised FY 2023/24
project budget is $7,358 (five affirmative
Council votes required for the use of unused
balances).

Fire Department Accela
Implementation - Expenditure
Carryover Adjustment
3,205 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $3,205
(from $41,053 to $44,258). The revised FY
2023/24 project budget is $44,258 (five
affirmative Council votes required for the use
of unused balances).

Protective Equipment
Replacement - Expenditure
Carryover Adjustment
(12,822) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $12,822
(from $137,794 to $124,972). The revised FY
2023/24 project budget is $482,346 (majority
affirmative Council votes required).

Training Tower Repair -
Expenditure Carryover
Adjustment
7,549 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $7,549
(from $0 to $7,549). The revised FY 2023/24
project budget is $7,549
(five affirmative Council
votes required for the use of unused
balances).

Transfer to the General Fund -
Capital Projects Reserve
42 This action establishes a transfer to the General
Fund Capital Projects Reserve to return capital
project savings from the Defibrillator/Monitor
Replacement project (five affirmative Council
votes required for the use of unused
balances).
3,025 3,025
Fire Department Capital Fund (536)
50 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(169,935) This action decreases the Unrestricted Beginning Fund Balance from $6,821,717 to $6,651,782 as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Transfer from the General
Fund - Capital Projects
Reserve / UPRR Agnew Siding
Project - City Utility
Protection/Relocation
1,594,927 1,594,927 This action increases the transfer in from the General Fund - Capital Projects Reserve and the
UPRR Agnew Siding Project - City Utility
Protection/Relocation to allocate funding for the
construction portion of the project (five
affirmative Council votes required to
appropriate additional revenue).

CAD/RMS System
Replacement Project -
Expenditure Carryover
Adjustment
95,201 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $95,201
(from $112,049 to $207,250). The revised FY
2023/24 project budget is $207,250 (five
affirmative Council votes required for the use
of unused balances).

Computer Replacement
Program Project - Expenditure
Carryover Adjustment
(5,189) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $5,189
(from $246,712 to $241,523). The revised FY
2023/24 project budget is $241,523 (majority
affirmative Council votes required).

Consolidate and Upgrade
Servers Project - Expenditure
Carryover Adjustment
(130,765) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$130,765 (from $273,662 to $142,897). The
revised FY 2023/24 project budget is $142,897
(majority affirmative Council votes required).

Downtown Master Plan -
Expenditure Carryover
Adjustment
4,000 Based on actual FY 2022/23 expenditures, this action increases the project carryover by $4,000
(from $9,501 to $13,501). The revised FY 2023/24
project budget is $13,501 (five affirmative
Council votes required for the use of unused
balances).

El Camino Specific Plan -
Expenditure Carryover
Adjustment
(28) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by $28
(from $992,000 to $991,972). The revised FY
2023/24 project budget is $991,972 (majority
affirmative Council votes required).

General Government Capital Fund (539)
51 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
56,130 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $56,130
(from $1,000,974 to $1,057,104). The revised FY
2023/24 project budget is $1,132,104 (five
affirmative Council votes required for the use
of unused balances).
10,478 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $10,478
(from $104,670 to $115,148). The revised FY
2023/24 project budget is $115,148 (five
affirmative Council votes required for the use
of unused balances).
(14,227) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $14,227
(from $251,721 to $237,494). The revised FY
2023/24 project budget is $537,494 (majority
affirmative Council votes required).
14,258 Based on actual FY 2022/23 expenditures and
revenues, this action increases the project
carryover by $14,258 (from $55,991 to $70,249).

The revised FY 2023/24 project budget is
$120,249 (five affirmative Council votes
required for the use of unused balances).
2,287 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $2,287
(from $264,160 to $266,447). The revised FY
2023/24 project budget is $266,447 (five
affirmative Council votes
required for the
use of unused balances).
(60,301) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $60,301
(from $138,790 to $78,489). The revised FY
2023/24 project budget is $78,489 (majority
affirmative Council votes required).

FHRMS Update Project -
Expenditure Carryover
Adjustment
Fire Station Video
Conferencing - Expenditure
Carryover Adjustment
GIS Enterprise System
(Geospatial Information
System) Project - Expenditure
Carryover Adjustment
Morse Mansion Rehabilitation
Project - Expenditure
Carryover Adjustment
Office Reconfiguration Project -
Expenditure Carryover
Adjustment
Permit Information System
Project -
Expenditure
Carryover Adjustment
Precise Plan for Downtown
Project - Expenditure
Carryover Adjustment
(118,538) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$118,538 (from $289,219 to $170,681). The
revised FY 2023/24 project budget is $170,681
(maj
ority affirmative Council votes required).

General Government Capital Fund (539) (Cont'd.)
52 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Utility Management
Information System
Enhancements Project -
Expenditure Carryover
Adjustment
(23,241) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by $23,241
(from $1,593,879 to $1,570,638). The revised FY
2023/24 project budget is $2,070,638 (majority
affirmative Council votes required).
1,424,992 1,424,992
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(1) This action decreases the Unrestricted Beginning
Fund Balance from $251,448 to $251,447 as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Public Spaces - Expenditure
Carryover Adjustment
(1) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $1 (from
$28,627 to $26,626). The revised FY 2023/24
project budget is $28,626 (majority affirmative
Council votes required).
(1) (1)
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
7,049,586 This action increases the Unrestricted Beginning Fund Balance from $37,773,479 to $44,823,065
as a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Other Agencies Revenue (91,000) This action decreases the Other Agencies Revenue estimate from $2,912,642 to $2,821,642
as a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Parks and Recreation Capital Fund (532)
Library Department Capital Fund (537)
General Government Capital Fund (539) (Cont'd.)
53 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Transfer From the General
Fund - Capital Project Reserve
/ Central Park Master Plan -
Aquatic Center Planning &
Design
559,000 559,000 This action increases the Transfer from the General Fund - Capital Project Reserve and
appropriates the funding to the Central Park
Master Plan - Aquatic Center Planning & Design
project. The transfer allocates funding from the
International Swim Center (ISC) settlement that
was set aside in the General Fund - Capital
Project Reserve (five affirmative Council votes
required to appropriate additional revenue).

Central Park Magical Bridge
Playground - Expenditure
Carryover Adjustment
(31,535) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $31,535
(from $100,947 to $69,412). The revised FY
2023/24 project budget is $69,412 (majority
affirmative Council votes required).

Central Park Master Plan -
New Entrance, Access, and
Parking Improvements -
Expenditure Carryover
Adjustment
(608) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $608
(from $2,114,448 to $2,113,840). The revised FY
2023/24 project budget is $2,113,840 (majority
affirmative Council votes required).

Electronic Access for Meeting
Rooms - Expenditure
Carryover Adjustment
(4,378) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $4,378
(from $530,441 to $526,063). The revised FY
2023/24 project budget is $526,063 (majority
affirmative Council votes required).

FF&E Developer Delivered
Parkland - Expenditure
Carryover Adjustment
(26,536) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $26,536
(from $103,561 to $77,025). The revised FY
2023/24 project budget is $77,025 (majority
affirmative Council votes required).

Mission Library Gazebo -
Expenditure Carryover
Adjustment
(5,637) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $5,637
(from $5,637 to $0). The project is complete and
the remaining funds will be returned to the General
Fund - Capital Projects Reserve. The revised FY
2023/24 project budget is $0 (majority affirmative
Council votes required).

Parks and Recreation Capital Fund (532) (Cont'd.)
54 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Montague Park Enhancement -
Expenditure Carryover
Adjustment
(839,483) This action decreases the project carryover by $839,483 (from $1,374,426 to $534,943). The
revised FY 2023/24 project budget is $534,943
(majority affirmative Council votes required).

Park Impact Fees (Quimby,
MFA, Developer) Monitoring
Project - Expenditure
Carryover Adjustment
(42,733) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $42,733
(from $1,011,064 to $968,331). The revised FY
2023/24 project budget is $1,246,331 (majority
affirmative Council votes required).

Park Improvements -
Expenditure Carryover
Adjustment
(1) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $1 (from
$20,918 to $20,917). The revised FY 2023/24
project budget is $20,917 (majority affirmative
Council votes required).

Parks Service Center Roof -
Expenditure Carryover
Adjustment
(312) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $312
(from $800,000 to $799,688). The revised FY
2023/24 project budget is $799,688 (majority
affirmative Council votes required).

Patrick Henry Drive Specific
Plan Community Art Center -
Expenditure Carryover
Adjustment
(454,353) This action decreases the project carryover by $454,353 (from $529,353 to $75,000) as the
project will not be moving forward. The revised FY
2023/24 project budget is $75,000 (majority
affirmative Council votes required).

Restroom at Fairway Glen
Park - Expenditure Carryover
Adjustment
(2,454) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $2,454
(from $7,063 to $4,609). The revised FY 2023/24
project budget is $4,609 (majority affirmative
Council votes required).

Senior Center Gym Equipment
Replacement - Expenditure
Carryover Adjustment
2,642 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $2,642
(from $0 to $2,642). The revised FY 2023/24
project budget is $2,642
(five affirmative Council
votes required for the use of unused
balances).

Parks and Recreation Capital Fund (532) (Cont'd.)
55 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Warburton Park Playground
Rehabilitation - Expenditure
Carryover Adjustment
(74,601) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $74,601
(from $1,331,800 to $1,257,199). The revised FY
2023/24 project budget is $1,257,199 (majority
affirmative Council votes required).

Westwood Oaks Park
Playground Rehabilitation -
Expenditure Carryover
Adjustment
(2,520) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $2,520
(from $1,833,384 to $1,830,864). The revised FY
2023/24 project budget is $1,830,864 (majority
affirmative Council votes required).

Transfer to the General Fund -
Capital Projects Reserve
10,066 This action establishes a transfer to the General Fund - Capital Projects Reserve to return capital
project savings for the Mission Library Gazebo
project that was originally funded by the General
Fund - Capital Projects Reserve (five affirmative
Council votes required for the use of unused
balances).

Unrestricted Ending Fund
Balance
8,431,029 This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
7,517,586 7,517,586
Parks and Recreation Capital Fund (532) (Cont'd.)
56 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(2,988,185) This action decreases the Unrestricted Beginning Fund Balance from $4,648,343 to $1,660,158 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Transfer from the General
Fund / Public and Workspace
Improvement Planning
750,000 750,000 This action increases the transfer from the General Fund and establishes a Public and
Workspace Improvement Planning project. The
project provides funding to improve City Hall
workspaces, including meeting rooms and
cafeteria spaces (five affirmative Council votes
required to appropriate additional revenue).

Hazardous Material
Management for Soil and
Groundwater on City
Properties - Expenditure
Carryover Adjustment
(1,721) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $1,721
(from $161,615 to $159,894). The revised FY
2023/24 project budget is $159,894 (majority
affirmative Council votes required).

Public Building Parking Lot
Improvements - Expenditure
Carryover Adjustment
(2,526) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $2,526
(from $357,821 to $355,295). The revised FY
2023/24 project budget is $355,295 (majority
affirmative Council votes required).

Repair to Historic Buildings -
Expenditure Carryover
Adjustment
147,457 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $147,457
(from $2,906 to $150,363). The revised FY
2023/24 project budget is $250,363 (five
affirmative Council votes required for the use
of unused balances).

Repairs-Modifications to City
Buildings - Expenditure
Carryover Adjustment
(6,187) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $6,187
(from $351,814 to $345,627). The revised FY
2023/24 project budget is $520,627 (majority
affirmative Council votes required).

Stationary Standby Generators
- Expenditure Carryover
Adjustment
(3,243,526) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$3,243,526 (from $3,452,985 to $209,459). The
revised FY 2023/24 project budget is $1,320,459
(majority affirmative Council votes required).

Public Buildings Capital Fund (538)
57 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Triton Museum Repair and
Modifications - Expenditure
Carryover Adjustment
5,866 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $5,866
(from $21,546 to $27,412). The revised FY
2023/24 project budget is $62,412 (five
affirmative Council votes required for the use
of unused balances).

Transfer to the General Fund -
Capital Projects Reserve
112,452 This action establishes a transfer to the General Fund - Capital Projects Reserve to return capital
project savings for the City Hall Security & Key
System Upgrade, COVID-19 Safety Renovations,
and HVAC Chiller Unit projects that were originally
funded by the General Fund - Capital Projects
Reserve (five affirmative Council votes
required for the use of unused balances).
(2,238,185) (2,238,185)
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
14,549 14,549 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
14,549 14,549
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(1,707,738) This action decreases the Unrestricted Beginning Fund Balance from $0 to ($1,707,737) as a result
of FY 2022/23 year-end actuals reconciliation
(majority affirmative Council votes required).

Recycled Water Capital Fund (597)
Related Santa Clara Developer Fund (540)
Public Buildings Capital Fund (538) (Cont'd.)
58 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Related General Admin
Project -
Revenue Carryover
Adjustment
17,192 Based on actual FY 2022/23 revenues associated
with this project, this action increases the revenue
carryover by $17,192 (from $0 to $17,192). This
reflects developer contributions to be received in
FY 2023/24 for activity through the end of FY
2022/23
(five affirmative Council votes required
to appropriate additional revenue).

Related Permit Work Project -
Revenue Carryover
Adjustment
281,023 Based on actual FY 2022/23 revenues associated
with this project, this action increases the revenue
carryover by $281,023 (from $0 to $281,023). This
reflects developer contributions to be received in
FY 2023/24 for activity through the end of FY
2022/23
(five affirmative Council votes required
to appropriate additional revenue).

Related Other Development
Services -
Revenue Carryover
Adjustment
1,409,523 Based on actual FY 2022/23 revenues associated with this project, this action increases the revenue
carryover by $1,409,523 (from $0 to $1,409,523).

This reflects developer contributions to be
received in FY 2023/24 for activity through the end
of FY 2022/23 (five affirmative Council votes
required to appropriate additional revenue).
- -
Related Santa Clara Developer Fund (540) (Cont'd.)
59 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
11,715,478 This action increases the Unrestricted Beginning Fund Balance from $2,561,404 to $14,276,882 as
a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Beginning Fund Balance
Reconciliation - Restricted
Sewer Conveyance Fee
9,422,636 This action increases the Restricted Sewer
Conveyance Fee Beginning Fund Balance from
$44,675,636 to $54,098,272 as a result of the FY
2022/23 year-end actuals reconciliation (majority
affirmative Council votes required).

Transfer from the Public
Works Capital Projects
Management Fund
113,266 This action establishes a transfer from the Public Works Capital Projects Management Fund to
reflect the return of FY 2022/23 savings in costs
that were originally funded by the Sewer Utility
Capital Fund (five affirmative Council votes
required to appropriate additional revenue).

Sanitary Sewer Capacity
Improvements Project -
Expenditure Carryover
Adjustment
(80,755) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $80,755
(from $22,547,077 to $22,466,322). The revised
FY 2023/24 project budget is $22,681,237
(majority affirmative Council votes required).

Sanitary Sewer System
Condition Assessments
Project - Expenditure
Carryover Adjustment
1,400,000 Based on actual FY 2022/23 expenditures, this action increases the project carryover by
$1,400,000 (from $0 to $1,400,000). The revised
FY 2023/24 project budget is $1,900,000 (five
affirmative Council votes required for the use
of unused balances).

Fund Balance Reconciliation -
Restricted Sewer Conveyance
Fee
9,524,873 This action increases the Ending Fund Balance - Restricted Sewer Conveyance Fee allocation to
reflect the restricted portion of the ending fund
balance remaining after the programmed FY
2022/23 expenses (majority affirmative Council
votes required).

Unrestricted Ending Fund
Balance
10,407,262 This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
21,251,380 21,251,380
Sewer Utility Capital Fund (594)
60 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(418,269) This action decreases the Unrestricted Beginning Fund Balance from $103,918 to -$314,351 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Developer Contributions -
Revenue Carryforward
430,000 This action increases the revenue estimate for
Developer Contributions to carryforward funds for
reimbursements from Related for expenditures.

Per the Disposition and Development Agreement
[DDA] and the Development Agreement [DA],
Related is to reimburse the City for all operating
and maintenance costs above the baseline costs,
adjusted annually by the CPI (five affirmative
Council votes required to appropriate
additional revenue).

Transfer from the Solid Waste
Fund
315,000 This action increases the transfer from the Solid Waste Fund to cover Sanitary Landfill
Development - Post Closure project costs (five
affirmative Council votes required to
appropriate additional revenue).

Sanitary Landfill Development -
Post Closure Project -
Expenditure Carryover
Adjustment
15,085 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $15,085
(from $0 to $15,085). The revised FY 2023/24
project budget is $780,085 (five affirmative
Council votes required for the use of unused
balances).

Ending Fund Balance -
Unrestricted
311,646 This change to the Ending Fund Balance offsets
the recommended actions above (majority
affirmative Council votes required).
326,731 326,731
Solid Waste Capital Fund (596)
61 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
759,824 This action increases the Unrestricted Beginning Fund Balance from $2,520,205 to $3,280,029 as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Transfer from the General
Fund
10,982 Based on actual Storm Drain Charges for Services revenue received ($1,443,018), this action
establishes a transfer to the Storm Drain Capital
Fund of $10,982 to return the excess initial
transfer from the Storm Drain Fund to the General
Fund ($1,454,000) (five affirmative Council
votes required to appropriate additional
revenue).

SDPS Motor and Control
Maintenance, Repair, and
Replacement Project -
Expenditure Carryover
Adjustment
262,176 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $262,176
(from $158,785 to $420,961). The revised FY
2023/24 project budget is $763,961 (five
affirmative Council votes required for the use
of unused balances).

Storm Drain Pump Station
Facility Maintenance & Repair -
Expenditure Carryover
Adjustment
71,826 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $71,826
(from $86,144 to $157,970). The revised FY
2023/24 project budget is $228,970 (five
affirmative Council votes required for the use
of unused balances).

Storm Drain Capital Fund (535)
62 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Storm Drain Pump Station
Outfall Reconstruction
Program - Expenditure
Carryover Adjustment
205,440 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $205,440
(from $287,703 to $493,143). The revised FY
2023/24 project budget is $493,143 (five
affirmative Council votes required for the use
of unused balances).

Storm Drain Repairs and
Maintenance - Expenditure
Carryover Adjustment
216,577 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $216,577
(from $100,000 to $316,577). The revised FY
2023/24 project budget is $316,577 (five
affirmative Council votes required for the use
of unused balances).

Storm Drain Slide Gate
Rehabilitation - Expenditure
Carryover Adjustment
(4,141) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $4,141
(from $496,968 to $492,827). The revised FY
2023/24 project budget is $492,827 (majority
affirmative Council votes required).

Urban Runoff Pollution
Prevention Program -
Expenditure Carryover
Adjustment
7,150 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $7,150
(from $215,000 to $222,150). The revised FY
2023/24 project budget is $522,150 (five
affirmative Council votes required for the use
of unused balances).

Transfer to the General Fund -
Capital Projects Reserve
920 This action establishes a transfer to the General
Fund - Capital Projects Reserve to return capital
project savings for the Westside Retention Basin
Pump Replacement Project that was originally
funded by the General Fund - Capital Projects
Reserve (five affirmative Council votes
required for the use of unused balances).

Unrestricted Ending Fund
Balance
10,858 This change to the Ending Fund Balance offsets
the recommended actions above (majority
affirmative Council votes required).
770,806 770,806
Storm Drain Capital Fund (535) (Cont'd.)
63 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
131,272 This action increases the Beginning Fund Balance from $3,740,092 to $3,871,364 as a result of FY
2022/23 year-end actuals reconciliation (majority
affirmative Council votes required).

Great America Street Light
Replacement Project -
Expenditure Carryover
Adjustment
92,693 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $92,693
(from $1,761,500 to $1,854,193). The revised FY
2023/24 project budget is $1,854,193 (five
affirmative Council votes required for the use
of unused balances).

LED Street Lighting Retrofit
Project - Expenditure
Carryover Adjustment
(611) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $611
(from $1,670,000 to $1,669,389). The revised FY
2023/24 project budget is $1,669,389 (majority
affirmative Council votes required).

Miscellaneous Street Lighting
Project - Expenditure
Carryover Adjustment
(3,052) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $3,052
(from $7,000 to $3,948). The revised FY 2023/24
project budget is $128,948 (majority affirmative
Council votes required).

Unrestricted Ending Fund
Balance
42,242 This change to the Ending Fund Balance offsets
the recommended actions above (majority
affirmative Council votes required).
131,272 131,272
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(2,365,190) This action decreases the Unrestricted Beginning Fund Balance from $32,486,716 to $30,121,526
as a result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Streets and Highways Capital Fund (533)
Street Lighting Capital Fund (534)
64 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Other Agencies Revenue -
Revenue Carryover
Adjustment
104,706 Based on actual FY 2022/23 revenues, this action increases the revenue carryover by $104,706
(from $15,238,284 to $15,342,990). The revised
FY 2023/24 revenue budget is $19,816,822 (five
affirmative Council votes required to
appropriate additional revenue).

State Revenues and Transfer
From Gas Tax Fund
- This action swaps funding sources between two
projects. The Santa Clara VTA - Congestion
Management Program project was originally
funded $271,400 by Vehicle Registration Fees
(VRF). Since VRF Funds are not eligible for use
for that project, the Santa Clara VTA - Congestion
Management Program project will be funded by a
transfer from the Gas Tax Fund. The Annual
Street Maintenance and Rehabilitation Program
will be funded by those VRF funds instead and will
reduce the Gas Tax funding source to offset. The
result is a net zero effect to the total State
Revenue and Transfer from Gas Tax Fund
(majority affirmative Council votes required).

Saratoga Creek Trail
(Homeridge Park to Central
Park) - Expenditure Carryover
Adjustment
(2,903) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $2,903
(from $2,510,453 to $2,507,550). The
carryforward excludes the original budget of
$3,735,000 since grant revenue is no longer
budgeted to be received. The revised FY 2023/24
project budget is $2,507,550
(majority affirmative
Council votes required).

Neighborhood Traffic Calming -
Expenditure Carryover
Adjustment
(311,018) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$311,018 (from $492,578 to $181,560). The
revised FY 2023/24 project budget is $181,560
(majority affirmative Council votes required).

LED Traffic Signal & Safety
Light Replacements -
Expenditure Carryover
Adjustment
(50,000) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $50,000
(from $1,202,810 to $1,152,810). The revised FY
2023/24 project budget is $1,452,810 (majority
affirmative Council votes required).

Streets and Highways Capital Fund (533) (Cont'd.)
65 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Traffic Signal Management
Software
Upgrade/Replacement -
Expenditure Carryover
Adjustment
(1,244,258) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$1,244,258 (from $1,520,685 to $276,427). The
revised FY 2023/24 project budget is $276,427
(majority affirmative Council votes required).

Traffic Pre-Emptors -
Expenditure Carryover
Adjustment
(238,945) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$238,945 (from $879,266 to $640,321). The
revised FY 2023/24 project budget is $640,321
(majority affirmative Council votes required).

Pedestrian and Bicycle
Enhancement Facilities
(13,414) This action decreases the Pedestrian and Bicycle Enhancement Facilities project by a total of
$13,414. Based on actual FY 2022/23
expenditures, this action decreases the project
carryover by $37,409 (from $1,335,480 to
$1,372,889). The project is also increased to
return funding from the completed Pruneridge
Avenue Complete Streets Plan project which was
partially funded by the Pedestrian and Bicycle
Enhancement Facilities project. Grant funds of
$13,889 and project savings of $10,106 are
returned to the Pedestrian and Bicycle
Enhancement Facilities project. The revised FY
2023/24 project budget is $1,507,066 (majority
affirmative Council votes required).

Traffic Signal Interconnect
Upgrade - Expenditure
Carryover Adjustment
(9,365) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $9,365
(from $886,874 to $877,509). The revised FY
2023/24 project budget is $977,509 (majority
affirmative Council votes required).

Streets and Highways Capital Fund (533) (Cont'd.)
66 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Annual Street Maintenance
and Rehabilitation Program
247,327 This action increases the Annual Street
Maintenance and Rehabilitation Program project
by a total of $247,327. Based on actual FY
2022/23 expenditures, this action decreases the
project carryover by $140,370 (from $12,219,194
to $12,078,824). The project is also increased by
$349,332 to true up VTA Measure B revenue with
the updated allocation for FY 2023/24 and by
$38,365 to appropriate additional Vehicle
Registration Fee revenue that was received in FY
2022/23. The revised FY 2023/24 project budget is
$20,115,353 (five affirmative Council votes
required for the use of unused balances).

MCB/GAP Intersection
Improvement Project -
Expenditure Carryover
Adjustment
(25,609) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $25,609
(from $2,301,734 to $2,276,125). The revised FY
2023/24 project budget is $2,276,125 (majority
affirmative Council votes required).

Adaptive Signal System -
Expenditure Carryover
Adjustment
(950,000) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$950,000 (from $1,850,000 to $900,000). The
revised FY 2023/24 project budget is $900,000
(majority affirmative Council votes required).

Scott Blvd Traffic Signal
Interconnect & Coordination -
Expenditure Carryover
Adjustment
700 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $700
(from $120,726 to $121,426). The revised FY
2023/24 project budget is $121,426 (five
affirmative Council votes required for the use
of unused balances).

Annual Curb Ramp Installation
- Expenditure Carryover
Adjustment
(199,510) Based on actual FY 2022/23 expenditures, this action decreases the project carryover by
$199,510 (from $301,430 to $101,920). The
revised FY 2023/24 project budget is $251,920
(majority affirmative Council votes required).

Streets and Highways Capital Fund (533) (Cont'd.)
67 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Scott Boulevard Signal Timing
Phase II - Expenditure
Carryover Adjustment
(16,575) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $16,575
(from $16,575 to $0). The revised FY 2023/24
project budget is $0 and funding will be returned to
fund balance (majority affirmative Council votes
required).

Public Right-of-Way ADA
Improvements (Settlement
Agreement) - Expenditure
Carryover Adjustment
(1,242) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $1,242
(from $390,256 to $389,014). The revised FY
2023/24 project budget is $389,014 (majority
affirmative Council votes required).

Santa Clara School Access
Improvements - Expenditure
Carryover Adjustment
(2,582) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $2,582
(from $13,043 to $10,461). The revised FY
2023/24 project budget is $10,461 (majority
affirmative Council votes required).

TDA 21 Bicycle Facilities
Upgrade - Expenditure
Carryover Adjustment
(94,054) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $94,054
(from $94,054 to $0). The revised FY 2023/24
project budget is $0 (majority affirmative
Council votes required).

Street Tree Services -
Expenditure Carryover
Adjustment
188,254 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $188,254
(from $0 to $188,254). The revised FY 2023/24
project budget is $651,304 (five affirmative
Council votes required for the use of unused
balances).

Lafayette Class IV Bike Lanes -
Expenditure Carryover
Adjustment
(2,135) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $2,135
(from $199,703 to $197,568). The revised FY
2023/24 project budget is $197,568 (majority
affirmative Council votes required).

Walsh Avenue Class IV
Bikeway Study - Expenditure
Carryover Adjustment
(7,696) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $7,696
(from $7,696 to $0). The revised FY 2023/24
project budget is $0 (majority affirmative
Council votes required).

Streets and Highways Capital Fund (533) (Cont'd.)
68 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Santa Clara Pedestrian and
Bicycle School Safety -
Expenditure Carryover
Adjustment
(5,000) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $5,000
(from $25,000 to $20,000). The revised FY
2023/24 project budget is $20,000 (majority
affirmative Council votes required).

Citywide Priority Curb Ramp -
Expenditure Carryover
Adjustment
208,728 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $208,728
(from $309,078 to $517,806). The revised FY
2023/24 project budget is $517,806 (five
affirmative Council votes required for the use
of unused balances).

Safe Routes to School -
Expenditure Carryover
Adjustment
(6,511) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $6,511
(from $7,595 to $1,084). The revised FY 2023/24
project budget is $166,084 (majority affirmative
Council votes required).

Sidewalk, Curb and Gutter
Repair - Expenditure
Carryover Adjustment
134,858 Based on actual FY 2022/23 expenditures, this
action increases the project carryover by $134,858
(from $150,000 to $284,858). The revised FY
2023/24 project budget is $984,858 (five
affirmative Council votes required for the use
of unused balances).

Santa Clara Citywide ITS
Project 2 - Expenditure
Carryover Adjustment
(1,063) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $1,063
(from $358,602 to $357,539). The revised FY
2023/24 project budget is $357,539 (majority
affirmative Council votes required).

Unrestricted Ending Fund
Balance
141,529 This change to the Ending Fund Balance offsets
the recommended actions above and includes the
return of excess funds for completed projects:

Pruneridge Ave.-Lawrence Expwy. Bicycle Lanes
Improvement and Scott Boulevard Signal Timing
Phase II (five affirmative Council votes
required for the use of unused balances).
(2,260,484) (2,260,484)
Streets and Highways Capital Fund (533) (Cont'd.)
69 Attachment 2
FY 2023/24 Budget Amendments
Capital Improvement Program Funds
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance /
Ending Fund Balance
Reconciliation - Unrestricted
81,193 81,193 This action changes the Unrestricted Beginning Fund Balance and Ending Fund Balance as a
result of FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).
81,193 81,193
Item
Source of
Funds
Use of
Funds Explanation
Beginning Fund Balance
Reconciliation - Unrestricted
(815,776) This action decreases the Unrestricted Beginning Fund Balance from $16,775,326 to $15,959,550
as a result of the FY 2022/23 year-end actuals
reconciliation (majority affirmative Council
votes required).

Asset Management Program -
Expenditure Carryover
Adjustment
(29,842) Based on actual FY 2022/23 expenditures, this
action decreases the project carryover by $29,842
(from $197,636 to $167,794). The revised FY
2023/24 project budget is $317,794 (majority
affirmative Council votes required).

Unrestricted Ending Fund
Balance
(785,934) This change to the Ending Fund Balance offsets the recommended actions above (majority
affirmative Council votes required).
(815,776) (815,776)
Water Utility Capital Fund (592)
Tasman East Infrastructure Improvement Fund (541)
70 Attachment 3
Fund Description Final Budget
Actual
Revenue
Variance
Favorable/
(Unfavorable)
Percent
Variance
Bridge Maintenance District #2 Fund 80,000 109,116 29,116 36.4% Building Development Services Fund 14,464,458 19,587,611 5,123,153 35.4% Building Special Programs and Training Fund 63,395 76,638 13,243 20.9% City Affordable Housing Fund 7,162,700 6,929,767 (232,933) -3.3% Community Facilities District No. 2019-1 (Lawrence
Station) Fund
362,748 359,319 (3,429) -0.9%
Convention Center Maintenance District Fund 1,878,119 1,496,489 (381,630) -20.3% Developer Traffic Payments Fund 1,108,500 0 (1,108,500) -100.0% Downtown Parking Maintenance District Fund 14,200 14,669 469 3.3% Endowment Care Fund 118,000 245,062 127,062 107.7%
Engineering Operating Grant Trust Fund 1,139,445 231,147 (908,298) -79.7% Expendable Trust Fund 297,428 554,174 256,746 86.3%
Fire Operating Grant Trust Fund 1,615,061 422,131 (1,192,930) -73.9% Gas Tax Fund 4,027,565 4,018,129 (9,436) -0.2%
Housing and Urban Development Fund 3,924,461 1,412,385 (2,512,076) -64.0% Housing Authority Fund 277,495 405,871 128,376 46.3%
Housing Successor Agency Fund 1,306,326 1,203,963 (102,363) -7.8% Library Donations Trust Fund 0 2 2 N/A
Library Operating Grant Trust Fund 157,989 157,989 0 0.0% Other City Departments Operating Grant Trust Fund 0 0 0 N/A Parks and Recreation Operating Grant Trust Fund 194,597 160,911 (33,686) -17.3% Perpetual Care Fund 500 597 97 19.4%
Police Operating Grant Trust Fund 585,411 832,814 247,403 42.3% Prefunded Plan Review Fund 60,000 86,520 26,520 44.2%
Public Donations Fund 6,150 62,886 56,736 922.5%
Public, Educational, and Governmental Fee Fund 200,000 215,724 15,724 7.9% Road Maintenance Rehabilitation (SB1) Fund 2,500,000 3,179,422 679,422 27.2% Traffic Mitigation Fee Fund 1,150,000 1,350,720 200,720 17.5% Total 42,694,548 43,114,056 419,508 1.0%
Special Revenue Fund Revenue
FY 2022/23 Final Budget vs. Actual by Fund
Summary of Other Funds Performance
Attachment 3
Fund Description Final Budget
Actual
Expenditures/
Encumbrances
Variance
Favorable/
(Unfavorable)
Percent
Variance
Bridge Maintenance District #2 Fund 80,000 80,000 0 0.0% Building Development Services Fund 17,831,237 15,409,654 2,421,583 13.6% Building Special Programs and Training Fund 61,765 61,765 0 0.0% City Affordable Housing Fund 11,499,145 7,611,709 3,887,436 33.8% Community Facilities District No. 2019-1 (Lawrence
Station) Fund
543,183 217,922 325,261 59.9%
Convention Center Maintenance District Fund 2,132,147 2,027,062 105,085 4.9% Developer Traffic Payments Fund 1,108,500 0 1,108,500 100.0% Downtown Parking Maintenance District Fund 137,521 51,012 86,509 62.9% Endowment Care Fund 28,000 35,254 (7,254) -25.9%
Engineering Operating Grant Trust Fund 904,087 451,397 452,690 50.1% Expendable Trust Fund 1,317,426 119,347 1,198,079 90.9% Fire Operating Grant Trust Fund 1,550,479 764,887 785,592 50.7% Gas Tax Fund 2,985,000 2,985,000 0 0.0%
Housing and Urban Development Fund 4,509,893 2,360,250 2,149,643 47.7% Housing Authority Fund 584,503 267,512 316,991 54.2%
Housing Successor Agency Fund 6,049,148 5,927,074 122,074 2.0% Library Donations Trust Fund 179,756 0 179,756 100.0%
Library Operating Grant Trust Fund 197,265 113,945 83,320 42.2% Other City Departments Operating Grant Trust Fund 158,796 130,015 28,781 18.1% Parks and Recreation Operating Grant Trust Fund 194,597 182,602 11,995 6.2% Perpetual Care Fund 500 597 (97) -19.4%
Police Operating Grant Trust Fund 2,234,530 637,583 1,596,947 71.5% Prefunded Plan Review Fund 530,088 108,467 421,621 79.5% Public Donations Fund 617,062 98,306 518,756 84.1%
Public, Educational, and Governmental Fee Fund 1,016,548 378,935 637,613 62.7% Road Maintenance Rehabilitation (SB1) Fund 2,500,000 2,500,000 0 0.0% Traffic Mitigation Fee Fund 1,986,530 1,765,030 221,500 11.2% Total 60,937,706 44,285,325 16,652,381 27.3%
Special Revenue Fund Expenditures
FY 2022/23 Final Budget vs. Actual by Fund
Summary of Other Funds Performance
Attachment 3
Fund Description Final Budget Actual Revenue
Variance
Favorable/
(Unfavorable)
Percent
Variance
Cemetery Fund 1,498,500 1,548,240 49,740 3.3%
Convention Center Enterprise Fund 13,603,635 17,471,878 3,868,243 28.4% Electric Grant Operating Trust Fund 33,933,266 38,205,193 4,271,927 12.6% Electric Utility Fund 651,168,472 664,523,014 13,354,542 2.1% Sewer Utility Fund 40,459,345 46,408,737 5,949,392 14.7% Solid Waste Fund 37,280,456 36,217,035 (1,063,421) -2.9% Water Recycling Fund 7,008,446 7,764,494 756,048 10.8%
Water Utility Fund 48,358,520 50,873,562 2,515,042 5.2% Total 833,310,640 863,012,153 29,701,513 3.6%
Fund Description Final Budget
Actual
Expenditures/
Encumbrances
Variance
Favorable/
(Unfavorable)
Percent
Variance
Cemetery Fund 1,611,766 1,487,699 124,067 7.7% Convention Center Enterprise Fund 14,504,021 14,764,541 (260,520) -1.8% Electric Grant Operating Trust Fund 50,044,144 36,966,516 13,077,628 26.1% Electric Utility Fund 709,809,915 663,993,307 45,816,608 6.5% Sewer Utility Fund 73,554,816 74,706,147 (1,151,331) -1.6% Solid Waste Fund 40,853,402 37,183,774 3,669,628 9.0% Water Recycling Fund 7,997,963 7,904,082 93,881 1.2% Water Utility Fund 49,358,574 50,848,200 (1,489,626) -3.0% Total 947,734,601 887,854,266 59,880,335 6.3%
Enterprise Fund Revenue
FY 2022/23 Final Budget vs. Actual by Fund
Enterprise Fund Expenditures
FY 2022/23 Final Budget vs. Actual by Fund
Summary of Other Funds Performance
Attachment 3
Fund Description Final Budget
Actual
Revenue
Variance
Favorable/
(Unfavorable)
Percent
Variance
Communication Acquisitions Fund 829,358 829,358 0 0.0%
Fleet Operations Fund 5,503,082 5,515,995 12,913 0.2%
Information Technology Services Fund 12,259,626 12,259,626 0 0.0% Public Works Capital Projects Management Fund 3,962,226 3,962,226 0 0.0% Special Liability Insurance Fund 9,554,000 9,484,324 (69,676) -0.7% Unemployment Insurance Fund 0 613 613 N/A
Vehicle Replacement Fund 7,985,746 7,485,301 (500,445) -6.3% Workers' Compensation Fund 5,835,000 6,129,081 294,081 5.0% Total 45,929,038 45,666,524 (262,514) -0.6%
Fund Description Final Budget
Actual
Expenditures/
Encumbrances
Variance
Favorable/
(Unfavorable)
Percent
Variance
Communication Acquisitions Fund 829,358 320,897 508,461 61.3% Fleet Operations Fund 5,935,254 5,607,480 327,774 5.5%
Information Technology Services Fund 15,682,036 15,162,350 519,686 3.3% Public Works Capital Projects Management Fund 4,734,758 4,328,454 406,304 8.6% Special Liability Insurance Fund 10,142,364 7,244,346 2,898,018 28.6% Unemployment Insurance Fund 150,000 82,482 67,518 45.0% Vehicle Replacement Fund 10,224,727 9,686,745 537,982 5.3% Workers' Compensation Fund 6,089,000 5,232,717 856,283 14.1% Total 53,787,497 47,665,471 6,122,026 11.4%
Internal Service Fund Revenue
FY 2022/23 Final Budget vs. Actual by Fund
Internal Service Fund Expenditures
FY 2022/23 Final Budget vs. Actual by Fund
Summary of Other Funds Performance
Attachment 3
Fund Description Final Budget Actual Revenue
Variance
Favorable/
(Unfavorable)
Percent
Variance
Electric Utility Debt Service Fund 16,548,917 16,548,917 0 0.0% Public Facilities Financing Corporation Fund 1,403,275 1,426,118 22,843 1.6% Sewer Utility Debt Service Fund 1,837,450 1,837,450 0 0.0% Total 19,789,642 19,812,485 22,843 0.1%
Fund Description Final Budget
Actual
Expenditures/
Encumbrances
Variance
Favorable/
(Unfavorable)
Percent
Variance
Electric Utility Debt Service Fund 16,579,496 16,572,403 7,093 0.0% Public Facilities Financing Corporation Fund 1,403,275 1,403,235 40 0.0% Sewer Utility Debt Service Fund 1,837,450 1,531,850 305,600 16.6% Total 19,820,221 19,507,488 312,733 1.6%
Summary of Other Funds Performance
Debt Service Fund Revenue
FY 2022/23 Final Budget vs. Actual by Fund
Debt Service Fund Expenditures
FY 2022/23 Final Budget vs. Actual by Fund
Attachment 3
Fund Description Final Budget Actual Revenue
Variance
Favorable/
(Unfavorable)
Percent
Variance
Sports and Open Space Authority Fund 6,250 6,038 (212) -3.4% Total 6,250 6,038 (212) -3.4%
Fund Description Final Budget
Actual
Expenditures/
Encumbrances
Variance
Favorable/
(Unfavorable)
Percent
Variance
Sports and Open Space Authority Fund 9,520 12,454 (2,934) -30.8% Total 9,520 12,454 (2,934) -30.8%
Summary of Other Funds Performance
Other Agency Fund Revenue
FY 2022/23 Final Budget vs. Actual by Fund
Other Agency Fund Expenditures
FY 2022/23 Final Budget vs. Actual by Fund
Attachment 3
Fund Description Final Budget
Actual
Revenue
Variance
Favorable/
(Unfavorable)
Percent
Variance
Cemetery Capital Fund 89,165 89,165 0 0.0%
City Affordable Housing Capital Fund 0 727,408 727,408 N/A Convention Center Capital Fund 0 0 0 N/A
Electric Utility Capital Fund 119,645,792 98,797,910 (20,847,882) -17.4% Fire Department Capital Fund 661,766 661,766 0 0.0%
General Government Capital Fund 3,191,590 3,200,792 9,202 0.3% Library Department Capital Fund 281,831 281,831 0 0.0%
Parks and Recreation Capital Fund 41,854,556 38,425,050 (3,429,506) -8.2% Patrick Henry Drive Infrastructure
Improvement Fund
69,205 69,205 0 0.0%
Public Buildings Capital Fund 3,068,482 3,068,482 0 0.0% Recycled Water Capital Fund 0 0 0 N/A
Related Santa Clara Developer Fund 4,486,341 1,277,059 (3,209,282) -71.5% Sewer Utility Capital Fund 40,143,334 55,664,912 15,521,578 38.7% Solid Waste Capital Fund 938,000 504,646 (433,354) -46.2% Storm Drain Capital Fund 2,427,623 2,427,499 (124) 0.0% Street Lighting Capital Fund 71,455 113,698 42,243 59.1% Streets and Highways Capital Fund 36,199,797 15,557,434 (20,642,363) -57.0% Tasman East Infrastructure Improvement
Fund
2,425,437 4,504,883 2,079,446 85.7%
Water Utility Capital Fund 0 0 0 N/A
Total 255,554,374 225,371,740 (30,182,634) -11.8%
Summary of Other Funds Performance
Capital Improvement Program Fund Revenue
FY 2022/23 Final Budget vs. Actual by Fund
Attachment 3
Fund Description Final Budget
Actual
Expenditures/
Encumbrances
Variance
Favorable/
(Unfavorable)
Percent
Variance
Cemetery Capital Fund 287,623 58,814 228,809 79.6%
City Affordable Housing Capital Fund 1,600,000 0 1,600,000 100.0% Convention Center Capital Fund 2,691,883 550,128 2,141,755 79.6% Electric Utility Capital Fund 222,647,262 81,436,848 141,210,414 63.4% Fire Department Capital Fund 2,036,224 1,553,356 482,868 23.7% General Government Capital Fund 10,616,687 3,974,107 6,642,580 62.6% Library Department Capital Fund 448,857 197,410 251,447 56.0% Parks and Recreation Capital Fund 51,735,896 27,649,141 24,086,755 46.6% Patrick Henry Drive Infrastructure
Improvement Fund
69,205 69,205 0 0.0%
Public Buildings Capital Fund 7,078,127 5,417,969 1,660,158 23.5% Recycled Water Capital Fund 1,350,000 1,335,451 14,549 1.1% Related Santa Clara Developer Fund 3,966,699 2,465,154 1,501,545 37.9% Sewer Utility Capital Fund 50,225,427 19,222,340 31,003,087 61.7% Solid Waste Capital Fund 1,026,008 1,010,923 15,085 1.5% Storm Drain Capital Fund 9,420,040 6,284,528 3,135,512 33.3% Street Lighting Capital Fund 5,876,651 2,349,122 3,527,529 60.0% Streets and Highways Capital Fund 81,960,942 34,882,572 47,078,370 57.4% Tasman East Infrastructure Improvement
Fund
3,221,395 1,798,250 1,423,145 44.2%
Water Utility Capital Fund 9,737,274 7,242,282 2,494,992 25.6% Total 465,996,200 197,497,600 268,498,600 57.6%
Capital Improvement Program Fund Expenditures
FY 2022/23 Final Budget vs. Actual by Fund
Summary of Other Funds Performance
Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
General Fund
1 General Fund Budget Stabilization Reserve 45,847,152 48,038,974 2,191,822 45,847,152 54,315,297 8,468,145 1 General Fund Capital Projects Reserve 6,526,137 6,526,135 (2) 6,132,292 24,101,843 17,969,551 1 General Fund Reserve for Programmed
Capital Projects
5,284,314 5,284,314 0 986,657 986,657 0
1 General Fund Advanced Planning Fee
Reserve
2,879,765 4,443,248 1,563,483 2,649,365 4,212,848 1,563,483 1 General Fund Technology Fee Reserve 1,925,791 2,581,145 655,354 1,925,791 2,581,145 655,354 1 General Fund Land Sale Reserve 18,481,037 18,481,036 (1) 18,481,037 18,481,036 (1) 1 General Fund Pension Stabilization Reserve 21,367,474 22,309,426 941,952 21,367,474 27,477,426 6,109,952 1 General Fund Property Tax ERAF Reserve 0 3,342,000 3,342,000 0 4,823,000 4,823,000 1 General Fund Historical Preservation
Reserve
92,754 94,212 1,458 92,754 94,212 1,458
1 General Fund Development Fee Reserve 2,000,000 2,000,000 0 1,500,000 1,500,000 0 1 General Fund FY 2023/24 Budget Balancing
Reserve
2,000,000 2,000,000 0 911,944 911,944 0
1 General Fund Restricted for Prepayment 0 91,560 91,560 0 0 0 1 General Fund Unrestricted Fund Balance 1,022,000 39,314,885 38,292,885 0 0 0 Summary of Fund Balance Adjustments
Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
Special Revenue Funds
463 Bridge Maintenance
District #2 Fund
Unrestricted Fund Balance 148,017 177,133 29,116 148,017 177,133 29,116 155 Building Development
Services Fund
Unrestricted Fund Balance 25,207,035 33,143,770 7,936,735 26,943,981 34,880,716 7,936,735 220 Building Special
Programs and Training
Fund
CASp Reserve 56,842 48,662 (8,180) 56,842 48,662 (8,180) 220 Building Special
Programs and Training
Fund
Seismic Admin Reserve -
Restricted
109,581 127,011 17,430 109,581 127,011 17,430
220 Building Special
Programs and Training
Fund
Building Standard Reserve -
Restricted
55,381 59,374 3,993 55,381 59,374 3,993
165 City Affordable Housing
Fund
Unrestricted Fund Balance 10,488,576 8,143,079 (2,345,497) 10,095,739 4,750,242 (5,345,497) 27 Community Facilities
District No. 2019-1 Fund
Capital Reserve 200,767 200,081 (686) 277,382 275,672 (1,710) 27 Community Facilities
District No. 2019-1 Fund
Unrestricted Fund Balance 235,118 557,637 322,519 168,307 486,728 318,421 26 Convention Center
Maintenance District
Fund
Unrestricted Fund Balance 145,000 (131,545) (276,545) 0 116,459 116,459 124 Developer Traffic
Payments Fund (formerly
Traffic Fair Share Fund)
Restricted Fund Balance 8,677,690 8,677,690 0 8,677,690 8,677,690 0 25 Downtown Parking
Maintenance District
Fund
Reserve for Maintenance 171,161 171,630 469 185,361 185,830 469 Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
25 Downtown Parking
Maintenance District
Fund
Unrestricted Fund Balance 326,147 412,656 86,509 326,187 412,696 86,509 77 Endowment Care Fund Unrestricted Fund Balance 2,281,392 2,359,200 77,808 2,381,392 2,459,201 77,809 144 Engineering Operating
Grant Trust Fund
Unrestricted Fund Balance 0 (455,609) (455,609) 0 0 0
79 Expendable Trust Fund Unrestricted Fund Balance 0 1,454,825 1,454,825 0 0 0 158 Fire Development
Services Fund
Unrestricted Fund Balance 0 0 0 325,927 1,673,505 1,347,578 178 Fire Operating Grant
Trust Fund
Unrestricted Fund Balance 0 (407,339) (407,339) 0 0 0
121 Gas Tax Fund Unrestricted Fund Balance 2,339,767 2,230,331 (109,436) 1,189,767 1,080,331 (109,436) 562 Housing and Urban
Development Fund
Restricted - Program Income 0 353,444 353,444 0 0 0
562 Housing and Urban
Development Fund
Unrestricted Fund Balance 1,833,894 (152,630) (1,986,524) 946,212 0 (946,212) 164 Housing Authority Fund Unrestricted Fund Balance 3,941,152 4,386,519 445,367 212,085 657,452 445,367 169 Housing Successor
Agency Fund
Unrestricted Fund Balance 3,585,939 3,605,650 19,711 4,019,038 4,038,749 19,711 72 Library Donations Trust
Fund
Unrestricted Fund Balance 0 179,758 179,758 0 0 0
112 Library Operating Grant
Trust Fund
Unrestricted Fund Balance 0 83,320 83,320 0 0 0
Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
101 Other City Departments
Operating Grant Trust
Fund
Unrestricted Fund Balance 0 28,781 28,781 0 0 0
111 Parks and Recreation
Operating Grant Trust
Fund
Unrestricted Fund Balance 123,091 101,400 (21,691) 123,091 135,086 11,995 76 Perpetual Care Fund Unrestricted Fund Balance 38,244 38,244 0 38,244 38,244 0 177 Police Operating Grant
Trust Fund
Unrestricted Fund Balance 0 1,844,350 1,844,350 0 0 0
157 Prefunded Plan Review
Fund
Unrestricted Fund Balance 0 448,141 448,141 0 0 0
67 Public Donations Fund Unrestricted Fund Balance 0 575,492 575,492 0 0 0 221 Public, Educational and
Governmental (PEG) Fee
Fund
Unrestricted Fund Balance 2,680,675 2,409,773 (270,902) 2,680,675 1,999,114 (681,561) 122 Road Maintenance and
Rehabilitation (SB1)
Fund
Unrestricted Fund Balance 971,779 1,601,201 629,422 1,021,779 1,651,201 629,422 123 Traffic Mitigation Fund Unrestricted Fund Balance 2,512,561 2,934,781 422,220 2,962,561 3,384,781 422,220 Enterprise Funds
93 Cemetery Fund Unrestricted Fund Balance 350,118 458,925 108,807 391,447 500,254 108,807 860 Convention Center
Enterprise Fund
Unrestricted Fund Balance 1,808,176 2,034,405 226,229 1,264,195 1,490,424 226,229 860 Convention Center
Enterprise Fund
Operating Surplus 0 3,106,024 3,106,024 104,169 3,210,193 3,106,024 Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
860 Convention Center
Enterprise Fund
Restricted Levy Funds 192,952 468,422 275,470 192,952 468,422 275,470 191 Electric Operating Grant
Trust Fund
Public Benefits Program
Fund Balance
50,108,343 50,915,670 807,327 50,009,732 50,817,059 807,327 191 Electric Operating Grant
Trust Fund
Low Carbon Fuel Program
Fund Balance
2,807,181 1,325,953 (1,481,228) 2,830,795 1,349,567 (1,481,228) 191 Electric Operating Grant
Trust Fund
Greenhouse Gas Program
Fund Balance
19,837,005 19,294,713 (542,292) 14,837,005 14,294,713 (542,292) 91 Electric Utility Fund Infrastructure Reserve 0 0 0 0 10,000,000 10,000,000 91 Electric Utility Fund Donald Von Raesfeld Power
Plant Reserve
0 0 0 0 0 0
91 Electric Utility Fund Operations and Maintenance
Reserve
138,891,417 150,765,556 11,874,139 141,135,713 141,135,713 0 91 Electric Utility Fund Pension Stabilization Reserve 7,066,429 6,324,045 (742,384) 7,066,429 9,524,096 2,457,667 91 Electric Utility Fund Rate Stabilization Reserve 53,705,758 56,776,613 3,070,855 63,877,292 63,877,292 0 91 Electric Utility Fund Trading Restricted Reserve 9,518,954 11,127,179 1,608,225 9,518,954 11,127,179 1,608,225 91 Electric Utility Fund Unrestricted Fund Balance 76,261,646 98,345,685 22,084,039 72,526,687 96,355,669 23,828,982 94 Sewer Utility Fund Pension Stabilization Reserve 683,361 585,544 (97,817) 683,361 907,899 224,538 94 Sewer Utility Fund Replacement and
Improvement Reserve
1,507,553 1,507,553 0 1,507,553 1,507,553 0
94 Sewer Utility Fund Rate Stabilization Reserve 2,395,030 2,395,030 0 4,248,070 4,248,070 0 Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
94 Sewer Utility Fund Reserve for Settlements 3,000,000 3,000,000 0 3,000,000 3,000,000 94 Sewer Utility Fund Infrastructure Reserve 1,596,928 1,596,928 0 4,793,175 4,793,175 0 94 Sewer Utility Fund Operations and Maintenance
Reserve
1,835,079 1,835,079 0 8,348,279 8,348,279 0
94 Sewer Utility Fund Unrestricted Fund Balance 8,313,100 8,659,428 346,328 6,394,530 6,218,503 (176,027) 96 Solid Waste Fund Operations and Maintenance
Reserve
2,675,520 2,675,520 0 1,832,037 1,832,037 0
96 Solid Waste Fund Pension Stabilization Reserve 288,662 284,887 (3,775) 309,291 445,107 135,816 96 Solid Waste Fund Rate Stabilization Reserve 1,765,150 1,765,150 0 1,765,150 1,765,150 0 96 Solid Waste Fund Unrestricted Fund Balance 2,464,422 4,889,115 2,424,693 3,276,354 5,070,708 1,794,354 97 Water Recycling Fund Pension Stabilization Reserve 124,092 103,323 (20,769) 124,092 159,177 35,085 97 Water Recycling Fund Rate Stabilization Reserve 2,327,420 2,327,420 0 2,327,420 2,327,420 0 97 Water Recycling Fund Operations and Maintenance
Reserve
2,262,095 2,262,095 0 2,262,095 2,262,095 0
97 Water Recycling Fund Infrastructure Reserve 51,500 51,500 0 51,500 51,500 0 97 Water Recycling Fund Unrestricted Fund Balance 1,867,561 1,579,431 (288,130) 1,301,845 957,861 (343,984) 92 Water Utility Fund Pension Stabilization Reserve 1,402,813 1,260,117 (142,696) 1,402,813 1,821,694 418,881 Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
92 Water Utility Fund Replacement and
Improvement Reserve
303,090 303,090 0 303,090 303,090 0
92 Water Utility Fund Water Conservation Reserve 33,125 33,125 0 33,125 33,125 0 92 Water Utility Fund Rate Stabilization Reserve 750,000 750,000 0 5,823,460 5,823,460 0 92 Water Utility Fund Operations and Maintenance
Reserve
2,435,580 2,435,580 0 7,435,580 7,435,580 0
92 Water Utility Fund Infrastructure Reserve 1,144,317 1,144,317 0 1,144,317 1,144,317 0 92 Water Utility Fund Unrestricted Fund Balance 5,845,632 6,663,044 817,412 2,204,595 2,170,470 (34,125) Internal Service Funds
48 Communication
Acquisitions Fund
Equipment Replacement
Reserve
904,117 1,030,886 126,769 904,117 1,030,886 126,769
48 Communication
Acquisitions Fund
Unrestricted Fund Balance 874,656 1,256,348 381,692 874,656 494,348 (380,308) 53 Fleet Operations Fund Unrestricted Fund Balance 767,934 1,108,621 340,687 766,094 1,106,781 340,687 45 Information Technology
Services Fund
Unrestricted Fund Balance 929,115 973,248 44,133 453,562 497,695 44,133 44 Public Works Capital
Projects Management
Fund
Unrestricted Fund Balance 0 406,304 406,304 0 0 0
82 Special Liability
Insurance Fund
Reserve for Future Claims 8,622,192 8,622,192 0 9,000,000 9,000,000 0 82 Special Liability
Insurance Fund
Unrestricted Fund Balance 1,004,929 3,176,146 2,171,217 627,121 2,798,338 2,171,217 87 Unemployment
Insurance Fund
Unrestricted Fund Balance 315,585 333,103 17,518 210,585 228,103 17,518 Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
50 Vehicle Replacement
Fund
Equipment Replacement
Reserve
3,611,023 5,078,464 1,467,441 3,611,023 5,078,464 1,467,441 50 Vehicle Replacement
Fund
Unrestricted Fund Balance 4,965,496 3,535,592 (1,429,904) 8,140,159 6,623,424 (1,516,735) 81 Workers' Compensation
Fund
Reserve for Future Claims 3,816,791 3,816,791 0 8,500,000 8,500,000 0 81 Workers' Compensation
Fund
Unrestricted Fund Balance 5,324,382 5,275,808 (48,574) 641,173 592,599 (48,574) Debt Service Funds
491 Electric Utility Debt
Service Fund
Bond Reserve 3,632,533 3,632,533 0 3,632,533 3,632,533 0 491 Electric Utility Debt
Service Fund
Reserve for Debt Service 10,138,240 10,407,324 269,084 10,138,240 10,407,324 269,084 431 Public Facilities
Financing Corporation
Fund
Debt Reserve 707,202 707,202 0 707,202 707,202 0
431 Public Facilities
Financing Corporation
Fund
Unrestricted Fund Balance 15,339 38,222 22,883 15,839 38,722 22,883 494 Sewer Utility Debt
Service Fund
Debt Reserve 6,005,257 5,969,961 (35,296) 1,963,704 1,178,408 (785,296) Other Agency Funds
801 Sports and Open Space
Authority Fund
1,392 (1,754) (3,146) 1,392 1,746 354
Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
Capital Improvement Program Funds
593 Cemetery Capital Fund Unrestricted Fund Balance 221,500 308,749 87,249 0 79,940 79,940 565 City Affordable Housing
Capital Fund
Unrestricted Fund Balance 7,360,576 8,087,984 727,408 4,160,576 4,887,984 727,408 865 Convention Center
Capital Fund
Unrestricted Fund Balance 2,146,482 2,141,755 (4,727) 0 0 0 591 Electric Utility Capital
Fund
Unrestricted Fund Balance 112,463,958 136,977,572 24,513,614 23,377,876 18,662,252 (4,715,624) 536 Fire Department Capital
Fund
Unrestricted Fund Balance 479,843 482,868 3,025 0 0 0
539 General Government
Capital Fund
Unrestricted Fund Balance 6,821,717 6,651,782 (169,935) 0 0 0 537 Library Department
Capital Fund
Unrestricted Fund Balance 251,448 251,447 (1) 0 0 0
532 Parks and Recreation
Capital Fund
Unrestricted Fund Balance 37,773,479 44,823,065 7,049,586 15,910,113 24,345,571 8,435,458 542 Patrick Henry Drive
Infrastructure
Improvement Fund
Unrestricted Fund Balance 0 0 0 0 0 0
538 Public Buildings Capital
Fund
Unrestricted Fund Balance 4,648,343 1,660,158 (2,988,185) 0 0 0 597 Recycled Water Utility
Capital Fund
Unrestricted Fund Balance 622,874 637,423 14,549 572,874 587,423 14,549 540 Related Santa Clara
Developer Fund
Unrestricted Fund Balance 0 (1,707,737) (1,707,737) 0 0 0 594 Sewer Utility Capital
Fund
Restricted - Sewer
Conveyance Fee
44,675,636 54,098,272 9,422,636 21,913,644 31,417,035 9,503,391 Attachment 4
Fund
No. Fund Reserve
FY 2022/23
Estimated
Ending Fund
Balance
FY 2022/23
Actual Ending
Fund Balance Variance
FY 2023/24
Current
Ending Fund
Balance
FY 2023/24
Amended
Ending Fund
Balance Variance
Summary of Fund Balance Adjustments
594 Sewer Utility Capital
Fund
Unrestricted Fund Balance 2,561,404 14,276,882 11,715,478 420,301 10,856,431 10,436,130 596 Solid Waste Capital Fund Landfill Post Closure Reserve 600,000 600,000 0 600,000 600,000 0 596 Solid Waste Capital Fund Landfill Corrective Action Costs
223,998 223,998 0 230,718 230,718 0
596 Solid Waste Capital Fund Unrestricted Fund Balance 103,918 (314,351) (418,269) 97,198 408,844 311,646 535 Storm Drain Capital Fund Unrestricted Fund Balance 2,520,205 3,280,029 759,824 144,641 155,499 10,858 534 Street Lighting Capital
Fund
Unrestricted Fund Balance 3,740,092 3,871,364 131,272 301,592 343,834 42,242 533 Streets and Highways
Capital Fund
Unrestricted Fund Balance 32,486,716 30,121,526 (2,365,190) 3,685,519 3,827,048 141,529 541 Tasman East
Infrastructure
Improvement Fund
Unrestricted Fund Balance 5,879,547 5,960,740 81,193 4,429,072 4,510,265 81,193 592 Water Utility Capital Fund Unrestricted Fund Balance 16,775,326 15,959,550 (815,776) 8,740,570 8,505,893 (234,677) City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1408 Agenda Date: 12/12/2023

City Council and Authorities ConcurrentDecember 12, 2023

City Council and Authorities Concurrent
December 12, 2023