Agenda packet — City Council and Authorities Concurrent, January 9, 2024 (part 5 of 6)

02/02/2023Historical & Landmarks Commission Meeting Minutes

CONTINUANCES/EXCEPTIONS
A motion was made by Commissioner Romano, seconded by
Commissioner Stocks, to continue Items 1.A and 1.B.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
6 -

Absent: Commissioner Swartzwelder1 -

1.A 23-80
Continuance of the 906-950 Monroe Street Mixed-use project Recommendation: Staff recommends the Historical and Landmarks Commission continue the proposed project to March 2, 2023.

1.B 23-79
Continuance Hearing of a proposed new attached Accessory Dwelling Unit (ADU) at 1860 Market Street that is located within 200 feet of a Historic Resource.

Recommendation:

Recommend that the Historical and Landmarks Commission continue the proposed project to March 2, 2023.

CONSENT CALENDAR
A motion was made by Commissioner Stocks, seconded by
Commissioner Celso, to approve the Consent Calendar.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
6 -

Absent: Commissioner Swartzwelder1 -

2.A 22-1600
Historical and Landmarks Commission Minutes of December 1, 2022 Recommendation: Approve the Historical and Landmarks Commission Minutes of December 1, 2022.

PUBLIC PRESENTATIONS
None

GENERAL BUSINESS

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02/02/2023Historical & Landmarks Commission Meeting Minutes

3. 23-77 Continuance Hearing for a Significant Property Alteration Permit for a Second-Story Addition at 1540 Homestead Road
Recommendation: Staff recommends the Historical and Landmarks Commission forward a recommendation of approval for issuance of a Significant Property Alteration (SPA) Permit to the Planning Commission for the proposed addition, subject to the procedures outlined in the Preservation Treatment Plan attached to the Development Plans.

A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Kirby, to recommend approval to the Planning Commission.

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

Absent: Commissioner Swartzwelder1 -
Recused: Commissioner Stocks1 -

4. 23-78
Continuance Hearing for a First and Second Story Addition at 1485 Bellomy Street that is located within 200 feet of a Historic Resource Recommendation:

Staff recommends that the Historical and Landmarks Commission find that the project as proposed would not significantly impact the integrity of the nearby resources, and therefore recommend approval of the design to the Development Review Hearing Officer.

Public speakers:

Jonathon Evans
Adam Thompson
Shea Salinas
Rob Mayer
A motion was made by Commissioner Stocks, seconded by
Commissioner Celso, to recommend denial to the Planning Commission for the following reasons:

1. The proposed massing overshadows the adjacent HRI property at 1479 Bellomy Street.

2. The proposed addition would have an adverse effect to the historic fabric of the neighborhood.

3. While other two-story residences exist nearby, the proposed design and massing would have a significant impact to the immediate setting.

4. Complying with the existing PD Zoning restriction limiting additions to no more than 499sf serves to prevent overshadowing of the HRI property at 1479 Bellomy Street.

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02/02/2023Historical & Landmarks Commission Meeting Minutes

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Vice Chair Vargas-Smith
6 -

Absent: Commissioner Swartzwelder1 -
Commissioner Celso left the meeting at 9 p.m.

5. 23-61
Consideration of a Significant Property Alteration Permit and Variance for a first and second story alteration to the historic main house and the removal of a nonconforming garage and construction of a new nonconforming garage at 1516 Homestead Road
Recommendation:

Staff recommends the HLC recommend approval of the Significant Property Alteration (SPA) Permit to the Planning Commission for the proposed alterations to the main historic resource, subject to the procedures outlined in the Preservation Treatment Plan attached to the Development Plans.

Staff recommends the HLC recommends redesign of the proposed garage to the Planning Commission prior to approving the Variance to reduce the height of the garage to 16 feet, increase the rear setback to 5 feet, reduce the rear yard coverage to 40%, and modify the materials to be more consistent with the main house.

Public speakers:

Jonathon Evans
Adam Thompson
A motion was made by Commissioner Romano, seconded by
Commissioner Vargas-Smith to recommend approval of the
Significant Property Alteration Permit and Variance to the Planning Commission.

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

Absent: Commissioner Celso, and Commissioner Swartzwelder2 - Recused: Commissioner Stocks1 -

STAFF REPORT

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02/02/2023Historical & Landmarks Commission Meeting Minutes

2. Berryessa Adobe Maintenance

3. 712 Jefferson Street
Staff Liaison Rebecca Bustos indicated there were no updates.

COMMISSIONERS REPORT

1. Subcommittee Reporting - 20 minutes

2. Board and Committee Assignments - 15 minutes
Board/Committee Lead/Alternate Santa Clara Arts and Historic Consortium Leung / Romano Historic Preservation Society of Santa Clara Vargas-Smith / Leung Old Quad Residents Association Leung / Romano Development Review Hearing Romano / Vargas-Smith BART/ High Speed Rail/ VTA BRT Committee Vargas-Smith/Swartzwelder Zoning Ordinance Update Romano / Swartzwelder El Camino Real Specific Plan Community Advisory Committee Leung Downtown Precise Plan Vargas

3. Announcements and Other Items - 10 minutes

4. Commissioner Travel and Training Requests - 10 minutes

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

The meeting adjourned at 10:09 p.m.

The next regularly scheduled meeting is on March 2, 2023.

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

Absent: Commissioner Celso, and Commissioner Swartzwelder2 -

MEETING DISCLOSURES

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02/02/2023Historical & Landmarks Commission Meeting Minutes The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

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.

Page 6 ends

RESOLUTION NO. 16-8381

A RESOLUTION OF THE CITY OF SANTA CLARA,
CALIFORNIA APPROVING A REZONING FROM Rl-6L -

SINGLE FAMILY RESIDENTIAL TO PD - PLANNED
DEVELOPMENT OF THE PROPERTY LOCATED AT 1479
AND 1485 BELLOMY STREET, SANTA CLARA,

CALIFORNIA
PLN2015-1143 8 (Rezoning)
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, on September 23, 2015, Robert and Julie Salinas ("Applicant") applied for a Rezoning from Rl-6L (Single Family Residential) to PD-Planned Development for an 8,227 square foot parcel, located on the north side of Bellomy Street, approximately 50 feet east of Jefferson Street ("Project Site");
WHEREAS, the Project Site is currently zoned as Rl-6L- Single Family Residential; WHEREAS, in order to implement the proposed development, the Project Site requires a Rezoning to Planned Development to allow the subdivision of an existing parcel containing two existing detached single family homes into two new parcels ("Project") as shown on the Development Plans, attached by reference herein as Exhibit "Development Plans"; WHEREAS, the project is determined to be Categorically Exempt from CEQA pursuant to Section 15303 - New Construction or Conversion of Small Structures, as in urbanized areas, up to three single-family residences may be constructed or conve1ied under this exemption, and as the project proposes to maintain the two existing residential dwellings on the project site and to replace an existing detached garage and workshop for the house at 14 79 Bellomy Street with a new detached one-car garage;
WHEREAS, the Project was reviewed and supported by the Historical and Landmarks Commission at the regular Historical and Landmarks Commission meeting on May 5, 2016; Resolution/ 1479 and 1485 Bellomy Street
Rev. 11-30-11; Typed: 11-15-16

Page 1 of 4 ends

WHEREAS, Santa Clara City Code (SCCC) Section 18.112.040 provides for the review and recommendation of the City's Planning Commission of all rezoning requests before action is to be taken by the City Council;
WHEREAS, the Planning Commission held a duly noticed public hearing on September 14, 2016 to consider the rezoning application, at the conclusion of which, the Planning Commission voted to recommend that the City Council approve the proposed rezoning; WHEREAS, on November 10, 2016, a notice of public hearing for the November 22, 2016 City Council meeting date for this item was posted in the vicinity of the site and mailed to all prope11y owners of parcels within 300 feet of the Project Site; and, WHEREAS, the City Council held a duly noticed public hearing on November 22, 2016 to consider the rezoning application, at which all interested persons were given an opportunity to give testimony and provide evidence, both in support of and in opposition to the proposed project.

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

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

2. That the City Council hereby rezones the Project Site from Rl-6L - Single Family Residential to PD-Plam1ed Development, as shown on Exhibit "Development Plans" and conditioned in Exhibit "Conditions of Approval", incorporated herein by this reference, to permit the subdivision of an existing parcel containing two existing detached single family homes into two new parcels, to maintain and preserve the two existing residential dwellings on the project site, and to replace an existing detached garage and workshop for the house at 14 79 Bellomy Street with a new detached one-car garage ("Project").

Resolution/ 1479 and 1485 Bellomy Street
Rev. 11-30-11 ; Typed: 11-15-16

Page 2 of 4 ends

3. Pursuant to SCCC Section 18.112.010, the City Council determines that the following findings exist in support of the rezoning:

A. The proposed rezoning would allow preservation of the established single family residential development character for this block.

B. The proposed zone change will conserve property values, protect or improve the existing character and stability of the area in question, and will promote the orderly and beneficial development of such area in that the proposal would preserve, and allow for the separate ownership of, the two existing high quality residential units on the Project Site in an urbanized area, which increases the City's housing stock with adequate choices of housing tenure, type and location, and affordability.

C. The proposed zone change is required by public necessity, public convenience , or the general welfare of the City in that the proposed zone change would facilitate the maintenance and preservation of two existing houses on the Project Site in proximity to transit facilities along Lincoln Street and Momoe Street.

D. The proposed zone change would allow imaginative planning and design concepts to be utilized that would otherwise be restricted in other zoning districts, in that the proposed zone change would allow for the maintenance of two existing houses on smaller parcels, and the would facilitate the rehabilitation of the house at 1479 Bellomy Street, which is eligible for listing on the City's List of Architecturally or Historically Significant Properties, in a manner that complies with the policies and intent of the General Plan envisioned for this area.

4. That based on the findings set forth in this resolution and the evidence in the City Agenda Report, the City Council hereby rezones the Project Site for the Project as set forth herein.

5. Constitutionality, severability. If any section , subsection, sentence , clause, phrase, or word of this resolution is for any reason held by a court of competent jurisdiction to be Resolution/ 1479 and 1485 Bellomy Street
Rev.11-30-11; Typed: 11-15-16

Page 3 of 4 ends

unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the resolution . The City of Santa Clara, California, hereby declares that it would have passed this resolution and each section, subsection, sentence, clause, phrase, and word thereof, inesp ective of the fact that any one or more section(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.

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

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

PASSED AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA , AT A REGULAR MEETING THEREOF HELD ON THE 22ND DAY OF NOVEMBER, 2016, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS :

Attachments Incorporated by Reference:

1. Conditions of Rezone Approval

2. Development Plans
Caserta, Davis, O'Neill, and Watanabe and
Mayor Gillmor
None
Kolstad and Marsalli
None
ATTEST:

CITY CLERIC

CITY OF SANT A CLARA
I:\Pl.ANNTNG\20 16\P roj ecl File s AclivelPLN20 15- 114J 8 1479 Bellomy Street\CC\CC Reso - PD Rezone Final.doc Resolution / 1479 and 1485 Bellomy Street
Rev. 11-30-11 ; Typ ed: 11-15-16

Page 4 of 4 ends

CONDITIONS OF PD REZONE APPROVAL
In addition to complying with all applicable codes, regulations, ordinances and resolutions, the following conditions of approval are recommended:

GENERAL
G1. If relocation of an existing public facility becomes necessary due to a conflict with the developer's new improvements, then the cost of said relocation shall be borne by the developer.

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

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

COMMUNITY DEVELOPMENT
P1. It shall be the developer's responsibility through his engineer to provide written certification that the drainage design for the subject property will prevent flood water intrusion in the event of a storm of 100-year return period. The developer's engineer shall verify that the site will be protected from off-site water intrusion by designing the on-site grading and storm water collection system using the 100-year hydraulic grade line elevation provided by the City's Engineering Department or the Federal Flood Insurance Rate Map, whichever is more restrictive. Said certification shall be submitted to the City Building Inspection Division prior to issuance of building permits.

P2. The project site is located in Seismic Hazard Zone as identified by the State Geologist for potential hazards associated with liquefaction, pursuant to the Seismic Hazard Mapping Act (Div.2 Ch7.8 PRC), and the developer shall prepare and submit a geotechnical hazards investigation report acceptable to the City of Santa Clara Building Official prior to issuance of permits.

P3. Submit plans for final staff-level architectural review to the Planning Division. The plans shall demonstrate the proposed changes to the house at 1479 Bellomy Street will comply with the preservation treatment plan for this structure, prior to issuance of · building permits. Said plans to include, but not be limited to: final stormwater pollution prevention details (including disconnecting downspouts), site plans, floor plans, elevations, and landscape plans.

P4. In the event historic/prehistoric artifacts or human remains are discovered during ground disturbing activities, the following measures will be implemented: In compliance with State law (Section 7050.5 of the Health and Safety Code and Section 5097.94 of the Public Resources Code), in the event human remains are encountered during grading and construction, all work within 25 feet of the find will stop and the Santa Clara County Coroner's office will be notified. If the remains are determined to be Native American, the Coroner will notify the Native American Heritage Commission to identify the "Most Likely Descendant" (MLD). The City, in consultation with the MLD, would then prepare a plan for treatment, study and reinternment of the remains.

P5. In compliance with State law (Section 7050.5 of the Health and Safety Code and Section 5097.94 of the Public Resources Code), in the event that historical artifacts are found, all work within 50 feet of the find will stop and a qualified archaeologist will examine the find. All significant artifacts and samples recovered during construction would be cataloged and curated by a qualified archaeologist and placed in an appropriate curation 1479 and 1485 Bellomy Street
Conditions of PD Rezone Approval

Page 1 of 4 ends

PLN2015-11438
P6.

P7.

P8.

P9.

P10.

P11.

P12.

P13.

P14.
facility. The archaeologist must then submit a plan for evaluation of the resource to the
City of Santa Clara Planning Division for approval. If the evaluation of the resource concludes that the found resource is eligible for the California Register of Historic Resources, a mitigation plan must be submitted to the City of Santa Clara Planning Division for approval. The mitigation plan must be completed before earthmoving or construction activities can recommence within the designated resource area.

The following measures are included in the project to reduce the potential for nuisances related to construction:
a. Construction activities shall be limited to the hours between 7:00 AM and 6:00 PM, Monday through Friday, and between the hours of 9:00 AM to 6:00 PM on Saturday. No construction activities shall occur on Sundays or holidays. b. Equip all internal combustion engine-driven equipment with intake and exhaust mufflers that are in good condition and appropriate for the equipment. c. Locate stationary noise g·enerating equipment as far as possible form adjacent residential properties.
d. Acoustically shield stationary equipment located near existing residential properties.
e. Utilize "quiet" air compressors and other stationary noise sources where technology exists.
f. The contractor shall prepare a construction plan identifying the schedule for major noise-generating construction activities. The construction plan shall identify a procedure for coordinating with adjacent residential land uses so that construction activities can be scheduled to minimize noise disturbance.

Provide automatic garage door openers for each garage.

The parking space in each garage shall be maintained open and accessible for use as parking stalls.

The existing house at 1479 Bellomy Street shall · be rehabilitated according to the Preservation Treatment Plan submitted with the plans for this project, and in accordance with the Secretary of the Interior's Standards for the treatment of historic places, and in accordance with the proposed Mills Act Contract, if approved.

The interior and exterior of property shall be maintained free of all life safety hazards and violations at all times.

The exterior of the structure shall be maintained in good condition, to the satisfaction of the Director of Community Development, including but not limited to the following:
a. Chipped or peeling paint shall be repainted.
b. Broken windows shall be repaired.
c. Landscaping shall be maintained in live condition. Dead plants are to be removed.

Plants shall be well kept, with grass, shrubs, hedges and other landscaping to be cut or trimmed to the satisfaction of the Community Development Director. d. All areas visible from off-site shall be maintained in a clean and tidy manner. e. No exterior storage may be kept in areas visible from the public right of way.

No chain link fencing is allowed, unless it is screened from view from off site by wood, masonry, or other fencing, to the satisfaction of the Director of Community Development.

A future addition to the house at 1485 Bellomy Street may be permitted, subject to Architectural Review Approval by the Director of Community Development or by the Architectural Committee , provided the addition does not exceed 500 square feet nor result in a dwelling with more than three potential bedrooms total unless two covered parking spaces are provided; and, provided the addition complies with the development standards of the R 1-6L Zoning District.

No portion of the homes shall be sectioned off such that a resident does not have full access to all common areas of the residence.
1479 and 1485 Bellomy Street
Conditions of PD Rezone Approval

Page 2 of 4 ends

PLN2015-11438
P15. Any changes to the number of exterior entrances to the residential structures shall require Planning approval.

ENGINEERING
E1. Each dwelling unit shall have a separate utility (sewer lateral, water, electric, etc.) service. Remove existing Overhead Electric Service crossing Parcel A and serving Parcel B, or dedicate an Overhead Electric Easement over Parcel A for the Benefit of Parcel B.

E2. Obtain site clearance through Engineering Department prior to issuance of Building Permit. Site clearance will require payment of applicable development fees. Other requirements may be identified for compliance during the site clearance process.

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

E3. All work within the public right-of-way and/or public easement, which is to be performed by the Developer/Owner, the general contractor, and all subcontractors shall be included within a Single Encroachment Permit issued by the City Engineering Department.

Issuance of the Encroachment Permit and payment of all appropriate fees shall be completed prior to commencement of work, and all work under the permit shall be completed prior to issuance of occupancy permit.

E4. Submit public improvement plans prepared in accordance with City Engineering Department procedures which provide for the installation of public improvements. Plans shall be prepared by a Registered Civil Engineer and approved by the City Engineer prior to approval and recordation of parcel map and/or issuance of building permits.

E5. File and record Parcel Map for proposed development and pay all appropriate fees prior to Building Permit issuance.

E6. Proposed trees shall be 5' minimum clear of sidewalks, unless otherwise approved by the Public Works Director. Provide root barrier if trees are planted such that the drip line of the mature trees covers the sidewalk. Root barriers shall be 12' long x 2' deep, and centered on trees.

E7. Sanitary sewer and storm drain mains and laterals shall be outside the drip line of mature trees or 1 O' clear of the tree trunk whichever is greater, unless otherwise approved by the Public Works Director.

E8. Damaged curb, gutter, and sidewalk within the public right-of-way along property's frontage shall be repaired or replaced (to the nearest score mark) in a manner acceptable to the City Engineer or his designee. The extents of said repair or replacement within the property frontage shall be at the discretion of the City Engineer or his designee.

E9. Existing non-standard or non-ADA compliant frontage improvements shall be replaced with current City standard frontage improvements as directed by the City Engineer or his designee. Remove existing driveways and replace with City standard driveways per City standard detail ST-5.

E10. Each dwelling unit shall have a separate utility (sewer lateral, water, electric, etc.) service. Remove existing Overhead Electric Service crossing Parcel A and serving Parcel B, or dedicate an Overhead Electric Easement over Parcel A for the benefit of Parcel B.

E11. Dedicate, as required on-site easements for new public utilities and/or sidewalk by means of a parcel/final map or approved instrument at time of development.

E12. Show and comply with City's driveway triangle of safety requirement at all driveways.

Visual obstructions over three feet in height will not be allowed within the driver's sight triangle near driveways and intersections in order to allow an unobstructed view of oncoming traffic. Contac Traffic Engineering at (408) 615-3000 for further information. 1479 and 1485 Bellomy Street
Conditions of PD Rezone Approval

Page 3 of 4 ends

PLN2015-11438

ELECTRICAL
EL 1. Remove existing Overhead Electric Service crossing Parcel A for service to Parcel B and replace with a new mid-span service connection from Silicon Valley Power, or dedicate an Overhead Electric Easement over Parcel A for the benefit of Parcel B.

WATER
W1. Prior to issuance of Building Permits, the applicant shall submit a composite utility plan showing all utilities (including electrical) and landscaping (trees/shrubbery) so that the Water Department can verify conflicts for proposed water services. Note that all new water meters and backflow prevention devices shall be located behind the sidewalk in a landscape area.

W2. Prior to issuance of Building Permits , the applicant shall submit plans showing a clean out at the property line for each sanitary sewer lateral to the satisfaction of the Director of the Water & Sewer Utilities. Applicant should verify location of all existing sanitary sewer laterals, and properly label the size of all existing and proposed services.

Residence A and Residence B shall have their own sanitary sewer services.

W3. Prior to issuance of Building permits, the applicant shall provide a note indicating all horizontal and vertical clearances. The applicant shall maintain 12" of vertical clearance at water service crossing with other utilities , and all required horizontal clearances from water services: 1 O' from sanitary sewer utilities, 8' from storm drain utilities , 5' from fire and other water utilities , 5' from gas utilities, and 1 O' from landscaping . If applicant installs root barriers, clearance from landscaping reduces to 5'.

W4. Prior to the issuance of Building or Grading Permits, the applicant must indicate the disposition of all existing water services on the plans. Applicant shall show a utility plan which indicates the location of the existing utility mains in the street, existing water and sewer services for the property , and proposed water and sewer services. The applicant must properly abandon all existing water services on the property that will not be used per Water & Sewer Utilities standards . The existing 5/8" water meter and service serving Residence A will need to be abandoned and a new 1" water meter and 1" service shall be installed to serve Residence A. The water service serving Residence B is sufficient.

POLICE
PD1 . Address numbers shall be clearly visible from the street and shall be a minimum of six (4) inches in height and a color contrasting with the background material. Numbers shall be illuminated during hours of darkness . Where multiple units/buildings occupy the same property, all unit/building addresses shall be clearly visible. If that is not possible , a sign listing all addresses shall be posted at the main entrance or front of the property.

FIRE
F1 . Residential Unit A at 1479 Bellomy Street may be required to have fire suppression sprinklers installed with this development application.

STREETS
ST1. Project shall meet C&D debris recycling requirements (50%) . Applicant must track and report on project recycling . This may be done for through City's online tracking tool at http://santaclara.wastetracking.com/.

ST2. The Developer is to supply and install city street trees per City specifications ; spacing , specie, and size (24" box) to be determined by City Arborist.

I:IPLANNING\20 16\Projecl Files Active\PLN2015-1 1438 1479 Bellomy Slreel\CC\Condi tions of PD Rezone Approv al - Final.doc 1479 and 1485 Bellomy Street
Conditions of PD Rezone Approval

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PLN2015-11438
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D R A W ING I ND E X
A-1 Ccver Sher:t- Project Dau; Pat eel Mep.;
Site Plans (existltlg a:id proposed)
A-2 Elastl.ng Floor l11:m. Ba.,eirru!ntPlan,. and Eiev~ticns A-3 llroposed Floor Plan and B,asM1,eot Plan
.-\-4 l'roposcd Elevatiom
A-5 FolOS of J?.xjstfut Conditions and Details
A-6 1485 Bd.lom:y Street PJac. anl Ele.vaticns
PTP Prest;<:rtatiot. T1C2.tment Plan
Tmtlltive Parcel Map (or lot split

PR OJECT DATA
L01'

EXISTING RESIDENCES
"Al+ (includes p<mh)
''B" (built in 1950'>;
includesmtaclaed ~ )

EXISTING GARAGE/ SHED

EXISTING BUILDING FOOTPRINT

NEW GARAGE
NEW BIBLblNG FOOTI'RIN1'
BASEl-<EN"1'
8,227 sqft
l ,O<O sqft
875 sqft
676 scp't
2,593 ,qft
330 "!fl
2,245 ,qft
953 sqii
1,92Z ,qft NEW RESIDENCE "A"
(not incl. pon:b 7! :i(lft.)
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Resolution/ 1485 Bellomy Street Page 1 of 4
Rev. 11-30-11; Typed: 6-1-23
RESOLUTION NO. ##-####

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF SANTA CLARA , CALIFORNIA RECOMMENDING A
REZONING FROM PD – PLANNED DEV ELOPMENT TO PD -

PLANNED DEVELOPMENT OF THE PROPERTY LOCATED AT
1485 BELLOMY STREET, SANTA CLARA, CALIFORNIA

PLN22-00088 (Rezoning)

BE IT RESOLVED BY THE PLANNING COMMISSION OF SANTA CLARA AS FOLLOWS:

WHEREAS, the property owner proposes a 615 square foot first-floor addition and 1,008 square foot second-floor addition that would result in a 2,291 square foot single -family residence with four bedrooms and three and a half bathrooms with the existing one -car garage to remain. (“Project”) as shown on the Development Plans, attached by reference herein as Exhibit “Development Plans”;
WHEREAS, the proposed project is categorically exempt f rom the California Environmental Quality Act (CEQA) per Section 15301(e)(2) – Class 1 Existing Facil ities, in that the activity consists of the addition to an existing structure that (1) will not result in an increase of more than 10,000 square feet , (2) the project is in an area wh ere all public services and facilities are available, and (3) the area in which the project is located is not environmentally sensitive; Resolution/ 1485 Bellomy Street Page 2 of 4
Rev. 11-30-11; Typed: 6-1-23
WHEREAS, the Project was reviewed and recommended for denial by the Historical and Landmarks Commission at th e regular Historical and Landmarks Commission m eeting on February 2, 2023;
WHEREAS, Santa Clara City Code (SCCC) Section 18.112.040 provides for the revi ew and recommendation of the City’s Planning Commission of all rezoning requests before action is to be taken by the City Council;
WHEREAS, on March 30, 2023, notice of the June 14, 2023 Planning Commission meeting on this item was posted in three conspicuous locations within 300 feet of the project site and mailed to property owners within 300 feet of the project site.

WHEREAS, on June 14, 2023, the Planning Commission opened the public hearing, and the voted to continue the hearing to August 23, 2023; and
WHEREAS, on August 23, 2023, the Planning Commission reconvened public hearing to consider the rezoning application, at which time all interested persons were given an opportunity to give testimony and provide evidence, both in support of an d in opposition to the proposed Project.

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

1. That the Planning Commission hereby finds that the above Reci tals are true and correct and by this reference makes them a part hereof.

2. That the Planning Commission hereby recommends that the City Council rezone the Project Site, as shown on Exhibit “Development Plans” and conditioned in Exhibit “Conditions of Approval”, incorporated herein by this reference, from PD-Planned Development to amend the existing Planned Development to add more than 500 square feet and more than three bedrooms, which is not permitted under the current PD Zoning.

3. Pursuant to SCCC Sect ion 18.112.010, the Planning Commission de termines that t he following findings exist in support of the rezoning:

Resolution/ 1485 Bellomy Street Page 3 of 4
Rev. 11-30-11; Typed: 6-1-23
A. The existing zoning is inappropriate or inequitable, in that the exis ting zoning for the project site would limit the creation of housing development to under 500 square f eet and maximum three bedroom.

B. The proposed zone change will conserve property values, protect or improve the existing character and stability of the area in question , and will promote the orderly and beneficial development of such area in that the proposed project would increase property values with addition over 500 square feet while maintaining a similar architectural features and two- story height similar to other single-family residences within the immediate neighborhood.

C. The proposed zone change is required by public necessity, p ublic convenience, or the general welfare of the City in that the pr oposed zone change would f acilitate the maintenance and preservation of the existing house on the Project Site in proximity to transit facilities along Lincoln Street and Monroe Street.

D. The proposed zo ne change would allow imaginative planning and des ign concepts to be utilize d that would otherwise be restricted in other zoning districts , in that the proposed zone c hange would allow for the maintenance of the existing house on a smaller parcel, and th at would facilitate the expansion in a manner that c omplies with the policies and intent of the General Plan envisioned for this area.

Resolution/ 1485 Bellomy Street Page 4 of 4
Rev. 11-30-11; Typed: 6-1-23

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

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

AND ADOPTED BY THE PLANNING COMMISSION OF THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 23rd DAY OF AUGUST, 2023, BY THE FOLLOWING VOTE:

AYES: COMMISSIONERS:

NOES: COMMISSIONERS:

ABSENT: COMMISSIONERS:

ABSTAINED: COMMISSIONERS:

ATTEST:

ANDREW CRABTREE

COMMUNITY DEVELOPMENT DIRECTOR

CITY OF SANTA CLARA

Attachments Incorporated by Reference:

1. Conditions of Approval

2. Development Plans

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 1 of 6 ends

CONDITIONS OF PD REZONE APPROVAL

In addition to complying with all applicable codes, regulations, ordinances and resolutions, the following conditions of approval are recommended:

GENERAL
G1. If relocation of an existing public facility becomes necessary du e to a conflict with the developer's new improvements, then the cost of said relocation shall be borne by the developer.

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

ATTORNEY’S OFFICE
A1. The Developer agrees to defend and i ndemnify and hold City, its officers, agents, employees, officials and representatives free and harmless from and against any and all claims, losses, damages, attorneys' fees, injuries, costs, and liabilities arising from any suit for damages or for equitable or injunctive relief which is filed by a third party against the City by reason of its approval of developer's project.

COMMUNITY DEVELOPMENT
P1. It shall be the developer's responsibility through his engineer to provide written certification that the dra inage design for the subject property will prevent flood water intrusion in the event of a storm of 100 -year return period. The developer's engineer shall verify that the site will be protected from off -site water intrusion by designing the on-site grading and storm water collection system using the 100 -year hydraulic grade line elevation provided by the City's Engineering Department or the Federal Flood Insurance Rate Map, whichever is more restrictive. Said certification shall be submitted to the City Building Inspection Division prior to issuance of building permits.

P3. Submit plans for final staff-level architectural review to the Planning Division. The plans shall demonstrate the proposed changes to the house at 1479 Bellomy Street will comply with the preservation treatment plan for this structure, prior to issuance of building permits. Said plans to include, but not be limited to: fin al stormwater pollution prevention details (including disconnecting downspouts), site plans, floor plans, elevations, and landscape plans.

P4. In the event historic/prehistoric artifacts or human remains are discovered during ground disturbing activities, the following measures will be implemented: In compliance with State law (Section 7050.5 of the Health and Safety Code and Section 5097.94 of the Public Resources Code), in the event human remains are encountered during grading and construction, all work within 25 feet of the find will stop and the Santa Clara County Coroner’s office will be notified. If the remains are determined to be Native American, the Coroner will notify the Native American Heritage Commission to identify the “Most Likely Descendant” (MLD). The City, in consultation with the MLD, would then prepare a plan for treatment, study and reinternment of the remains.

1485 Bellomy Street PLN22-00088
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facility. The archaeologist must then submit a plan for evaluation of the resource to the City of Santa Clara Planning Division for approval. If the evaluation of the resource concludes that the found resource is eligible for the California Register of Historic Resources, a mitigation plan must be submitted to the City of Santa Clara Planning Division for approval. The mitigation plan must be completed before earthmoving or construction activities can recommence within the designated resource area.

P6. The following measures are included in the project to reduce the potential for nuisances related to construction:
a. Construction activities shall be limited to the hours between 7:00 AM and 6:00 PM, Monday through Friday, and between the hours of 9:00 AM to 6:00 PM on Saturday. No construction activities shall occur on Sundays or holidays. b. Equip all internal combustion engine -driven equipment with intake and exhaust mufflers that are in good condition and appropriate for the equipment. c. Locate stationary noise generating equipment as far as possible form adjacent residential properties.
d. Acoustically shield stationary equipment located near existing residential properties.
e. Utilize “quiet” air compressor s and other stationary noise sources where technology exists.
f. The contractor shall prepare a construction plan identifying the schedule for major noise -generating construction activities. The construction plan shall identify a procedure for coordinating w ith adjacent residential land uses so that construction activities can be scheduled to minimize noise disturbance.

P7. Provide automatic garage door openers for each garage.

P8. The parking space in each garage shall be maintained open and accessible for use as parking stalls.

P9. The interior and exterior of property shall be maintained free of all life safety hazards and violations at all times.

P10. The exterior of the structure shall be maintaine d in good condition, to the satisfaction of the Director of Community Development, including but not limited to the following:
a. Chipped or peeling paint shall be repainted.
b. Broken windows shall be repaired.
c. Landscaping shall be maintained in live condition. Dead plants are to be removed.

P11. No chain link fencing is allowed, unless it is screened from view from off site by wood, masonry, or other fencing, to the satisfaction of the Director of Commu nity Development.

P12. A future addition to the house at 1485 Bellomy Stree t may be permitted , subject to Architectural Review Approval by the Director of Community Development or by the Development Review Hearing, and, provided the addition complies with the development standards of the R1-6L Zoning District.

P13. No portion of th e homes shall b e sectioned off such that a resident does not have full access to all common areas of the residence.

P14. Any changes to the number of exterior entrances to the residential structures shall require Planning approval.

BUILDING DIVISION

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

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BD1. The construction permit application drawings submitted to the Santa Clara Building Division shall include a copy of the latest Federal Emergency Management Agency (FEMA) Flood Zone Map: https://msc.fema.gov/portal/home. The project drawings shall indicate how the project complies with the Santa Clara Flood Damage Prevention Code. a. FEMA Flood Zone map designations and requirements are based on the map in effect at date of Building Permit issuance.

BD2. The construction permit application drawings submitted to the Santa Clara Building Division shall include Santa Clara Valley Urban Runoff Pollution Prevention Program Low Impact Development (LID) practices http://www.scvurppp-w2k.com/nd_wp.shtml. All projects that disturb more than one acre, or projects that are part of a larger development that in total disturbs more than one acre, shall comply with the Santa Clara Valley Urban Runoff Pollution Prevention Program Best Management Practices (BMP): http://www.scvurppp-w2k.com/construction_bmp.shtml, and shall provide a Storm Water Pollution Prevention Plan (SWPPP) by a certified Qualified SWPPP Developer (QSD). All site drainage and grading permit applications submitted to the Santa Clara Building Division shall include a city of Santa Clara "C3" data form, available on this web page:https://www.santaclaraca.gov/our-city/departments-g-z/public- works/environmental-programs/stormwater-pollution-prevention and will be routed to a contract consultant for review.

BD3. No California construction code review is being done at this time. The construction permit application drawings submitted to the Santa Clara Building Division shall include an overall California Building Code analysis, including; proposed use and occupancy of all spaces (19' CBC Ch. 3), all building heights and areas (19' CBC Ch. 5), all proposed types of construction (19' CBC Ch. 6), all proposed fire and smoke protection features, including all types of all fire rated penetrations proposed (19' CBC Ch. 7), all proposed interior finishes fire resistance (19' CBC Ch. 8), all fire protection systems proposed (19' CBC Ch. 9), and all means of egress proposed (19' CBC Ch. 10). -Noncombustible exterior wall, floor, and roof finishes are strongly encouraged.  During construction retaining a single company to install all fire rated penetrations is highly recommended.
 The grade level lobbies shall be min.1 hour rated all sides and above.  All stair shafts shall be min. 1 hour rated.
 All elevator shafts shall be min. 1 hour rated.
 All trash chute shafts shall be min. 1 hour rated.
 Recommendation: provide a minimum of two trash chutes; one for recyclables, one for trash, each trash chute to be routed down to a grade level trash collection room.
 Any trash rooms shall be min. 1 hour rated all sides and above.

BD4. The overall project construction permit application shall include the geotechnical, architectural, structural, energy, electrical, mechanical, and plumbing drawings and calculations. Prior to the issuance of the overall project construction permit, a conditions of approval review meeting must be held in city hall, which meeting must be attended by the on-site field superintendent(s). The meeting will not be held without the attendance of the on-site field superintendent(s). The on-site grading permit shall be a separate permit application to the Building Division.

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

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BD5. See Title 15 of the Santa Clara City Code for any amendments to the California Building Codes.

BD6. This project is subject to the provisions of the City of Santa Clara 2022 Reach Code, effective January 2022 See Ordinance No. 2034 and/or Title 15 of the Santa Clara City Code.
a. Chp. 15.36 – Energy Code for “all electric” provisions for new construction. b. Chp. 15.38 – Green Building Code for additional Electric Vehicle Charging requirements for new construction.

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

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

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

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

E4. Bellomy Street was slurry sealed during the 2020 pavement program. Per the City pavement moratorium (Ordinance No. 1998), no pavement cuts are permitted until after 12/31/2023. Refer to https://www.santaclaraca.gov/our-city/departments-g-z/public- works/maintenance-operations/street-maintenance/pavement-preservation-ordinance for more information.

E5. Traffic improvements must comply with the City of Santa Clara Standard Specifications for Public Works Construction
E6. Landscape improvements within 10 feet of a driveway must be less than 3 feet or greater than 10 feet per City Standard Detail TR-9.

E7. All on-site structures must be clear of Driveway Clearance Areas per City Standard Detail TR-9.

E8. If a new driveway is installed, design and construction of the driveway shall be in accordance with City Standard Detail ST-5.

STREET DIVISION
Landscape
L1. Applicant must apply for a City Street Tree by calling Department of Public Works – Street Department at 408-615-3080. Applicant may choose from Approved Street Tree List, final determination provided by City staff based on site restrictions.

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

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L2. No cutting of any part of public or private trees, including roots, shall be done without securing prior approval of the City Arborist. Tree trimming/removal shall be done in accordance to the City of Santa Clara Tree Preservation/City Arborist specifications and with direct supervision of a certified arborist (Certification of International Society of Arboriculture).

Solid Waste
SW1. This property falls within the City’s exclusive franchise hauling area. The applicant is required to use the City’s exclusive franchise hauler and rate structure for any hired debris boxes. Prior to the issuance of a Public Works clearance, the project applicant shall complete and sign the Construction and Demolition (C&D) / Waste Management Rules and Regulations Form.

Stormwater
ST1. The applicant shall incorporate Best Management Practices (BMPs) into construction plans and incorporate post-construction water runoff measures into project plans. Include the SCVURPPP Countywide Construction BMPs Plan Sheet with the plans.

ST2. All outdoor equipment and materials storage areas shall be covered and/or bermed, or otherwise designed to limit the potential for stormwater runoff. No storage of construction material, or landscape material in street.

ST3. The use of architectural copper is discouraged. If such material is used, all wastewater generated by the installation, cleaning, treating, or washing of the surface of copper architectural features, including copper roofs, shall not be discharged to the City’s storm drain system.

WATER
W1. Water Service: If the project is required to instal l an onsite fire suppression system (e.g. sprinkler system) for the existing residence, the ap plicant shall replace the existing service and meter with a 1” service and meter.

W2. Encroachment Permit: Prior to issuance of Building Permits, the applicant shall submit an encroachment permit application and design plans for construction of water utilities that comply with the latest edition of the Water & Sewer Utilities Water Service and Use Rules and Regulations, Water System Notes, and Water Standard Details an d Specifications. In addition, prior to the City's issuance of Occupancy, the applicant shall construct all public water utilities per the approved plans. The Water & Sewer Utilities will inspect all public water utility installations and all other impro vements encroaching public water utilities.

W3. Utility Design Plans: Utility Design Plans shall indicate the pipe material and the size of existing water, recycled water and sewer main(s). The plans shall show the nearest existing fire hydrant and the two n earest existing water main line gate valves near the project area. The plans shall show meter and backflow configurations to scale and per City of Santa Clara Water & Sewer Utilities Standard Details. Note that all new water meters and backflow prevention devices shall be located behind the sidewalk in a landscape area. Fire hydrants should be loca ted two feet behind monolithic sidewalk if sidewalk is present; two feet behind face of curb if no sidewalk is present, per City Std Detail 18. The plans shall pr ovide the profile section details for utilities crossing water, sewer, or recycled water mains to ensure a 12” minimum vertical clearance is maintained.

W4. Utility Separations: Applicant shall adhere to and provide a note indicating that all horizontal and vertical clearances comply with State and local regulations. The applicant

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

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shall maintain a min imum 12” of vertical clearance at water service crossing with other utilities, and all required minimum horizontal clearances from water services: 10' from sanitary sewer utilities, 10’ from recycled water utilities, 8' from storm drain utilities, 5' from fire and other water utilities, 3' from abandoned water services, 5' from gas and electric utilities, and 5’ from the edge of the propose or existing driveway. Fo r sanitary sewer, water, and recycled water utilities, the applicant shall maintain a minimum horizontal clearance of 10' from existing and proposed trees. If applicant installs tree root barriers, clearance from tree reduces to 5' (clearance must be from the edge of tree root barrier to edge of water facilities). No structures (fencing, foundation, biofiltration swales, etc.) allowed over sanitary sewer, potable water and/or recycled water utilities and easements.

W5. City Standard Meters and Backflows: All p roposed meters and backflows for all water services shall meet the current City of Santa Clara Water & Sewer Utilities Standard Details. Plans shall show meter and backflow configurations to scale.

W6. Easements: Prior to City’s issuance of Building or Gradi ng Permits, the applicant shall provide a dedicated water utility easement around the backflow prevention device onsite.

The water utility easement for the water services and all other public water appurtenances shall be a minimum 15 feet wide and be adjac ent to the public right -of- way without overlapping any public utility easement. Additionally, the applicant shall submit plans defining existing easements so Water Division can verify if there are any conflicts with proposed easements and water utilities.

W7. Underground Fire Permit: Prior to issuance of Building Permits, applicant shall submit an underground fire permit unless otherwise waived by the Fire Department. If fire flow information is needed, applicant shall coordinate with Water and Sewer Utilitie s Department, for fire flow information at (408)615-2000. A dedicated fire service line, with an approved backflow prevention device, shall be used for on -site fire hydrants. Fire service lines required for commercial and industrial use shall be sized appr opriately per fire flow demand and code requirements.

W8. Record Drawings: Upon completion of con struction and prior to the City’s issuance of a Certificate of Occupancy, the applicant shall provide "as -built" drawings of the public water utility infrastructure prepared by a registered civil engineer to the satisfaction of the Director of Water & Sewer Utilities Department.

W9.

POLICE
PD1. Address numbers shall be c learly visible from the street and shall be a minimum of six (4) inches in height and a color contrasting with the background material. Numbers shall be illuminated during hours of darkness. Where multiple units/buildings occupy the same property, all unit/building addresses shall be clearly visible. If that is not possible, a sign listing all addresses shall be posted at the main entrance or front of the property.

FIRE
F1. Fire sprinklers are required t o be installed within the new and existing portions of the residence.

PARKS & RECREATION
PR1. Project subject to Dwelling Unit Tax (DUT) of $15.00

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GENERAL NOTES PROJECT INFORMATION PROJECT DATA
I. PARCEL NO. : 2G9350G7
TYPE OF CONSTRUCTION: HOME* ATTACHED GARAGE ~ 2. YEAR BUILT: 19GO WOOD FRAMED WALLS. WOOD FRAMED FLOORS. GROUP GIOVANNI 4- PRISCILLA BUI 3. LOT SIZE : 35.25 X I 08.50 = 3824.G25 SF R.3 OCCUPANCY PER CALIFORNIA BUILDNG CODES. ADDRESS: I 485 BELLOMY STREET 4. ZONING : PD - PLANNED DEVELOPMENT SANTA CLARA, CA 95050 5. TYPE OF CONSTRUCT ION : VB
BUILDER SHALL COORDINATE ALL THE WOR.K OF ALL
SCOPE OF WORK: G. LOT COVERAGE :

TRADES. (E} GARAGE, 245 SF
BUI LDER SHALL R.EVIEW DRAWINGS IN THEIR ENT IRETY I. BUILD NEW ADDITION AT FRON T ♦ R.EAR OF (E)LO T (E) RESIDENCE : GG5 SF BEFORE STARTING WOR.K . THE BUILDER SHALL ACC EPT 2. BUILD NEW 2ND STORY ADDITION AT (E)STRUCTURE PROPOS ED ADDITIO N J ST FLR , GJ 5 SF FULL RESPONSIB ILITY' FOR ANY ERRORS OR OMISSIONS 3. UPGRADE ELECTR ICAL, PLUMBLING ♦ MEC H ANICAL TOT AL LOT COVERAGE : 1,528 SF NOT REPORTED IMMEDIATELY IN WRITING TO THE 4. INSTALL NEW ROOF COMPOSITION SHINGLES F .A.R. : I , 528/3,824 = 0.3995 OR 40% ARCHITECT. BACKCHARGES WILL NOT BE ACCEPTED.

7. LIVI NG SPACE :

BUI LDER 15 RESPONSIBLE FOR ADEQU ATE BRACING OF PLAN DESIGNER: JOE L P. JAQUEZ (E) RESIDENCE : GG85F STRUCTURAL OR NON-STRUCTURAL MEMBERS DUR.I N G JP DESIGNS PROPOSED ADDI TIO N J ST FLOOR : GI 5 SF CONSTRUCTION. GS JACKLIN CIRCLE TOTAL LIVING I ST FLOOR : I ,283 SF MILPITAS, CA 95035, 408-204 - G I I 2
ALL WINDOWS AND DOORS SHALL BE CAULKED AND STRUCT URA i ENG I NEER: JODY T. TAI, P.E. PROPOSED 2 ND FLOOR , J ,008 SF WEATHER STRIPPED. WINDOW UNITS SHALL DISPLAY TOTAL LIVING SPACE 2ND F LOOR : 1,008 SF LABELS SHOWING COMPLIANCE WITH CALIFORNIA TIT LE J P DESIGNS PROPOSED TOTAL LIVING : 2 , 29/ SF 24 ENERGY EFFICIENCY SECTION. 30998 HUNTWOOD AVENUE STE I 08 F.A.R.: I ,OOB! I ,525 - 0.6596 OR G6% HA'r'WARD , CA 94544 , 510 477 -8833 NOTE: AL.TERNAT IVE ENERGY SYSTEM~
3235 N. VERDUGO RD. ALL CODES APPLICABLE TO THE WORK PROPOSED (E .G. GLENDALE, CA 91 208 , 818-957-7733 V ENTILATION CALCS . 20 I 9 CBC, CRC, CEC, CMC, CPC, CALIFORNIA

BUILD ING ENENERGY EFFICIENCY STANDARDS,
CALIFORNIA GREEN BUILDING STANDARDS CODE.

APPLICABLE CODES ROOF (ATT IC)
OCCUPANCY CLASSIFICAT IONS PROVIDE I SQ. IN. OF VENTILAT ION PER I 50 OCCUPANCY GROUPS : R3/U SQ. I N. OF ATTIC SPACE. PROVIDE THAT 50% CONSTRUCTION TYF'E : TYF'E V-B
THIS PROJ ECT SHALL COMPLY WITH THE FOLLOWING CODES: OF REQUIRED VENTILATORS IN THE UPPER PORTION OF THE ATTIC, (HIGH VENTING) AT 20 I 9 CALIFORNIA BUILDING CODE 3'- 0'' ABOVE EAVE VENT WITH THE BALANCE HERS VERIFICATIONS REQUIRED 20 I 9 CALIFORNIA MECHANICAL CODE BEI NG PROVIDED BY EAVE VENTS. (LOW BUILD ING-LEVEL VERIFICATION: 20 I 9 CALIFORNIA TITLE 24 ENERGY CODE V ENTING) - HIGH QUALITY INSULATION INSTA LLATION (OI i) 20 I 9 CALIFORNIA PLUMBING CODE AND (CBC ) ROOF VENTS SHALL BE: -IAQ MECHA N ICAL VENTILATION 20 I 9 CALIFORNIA ELECTRICAL CODE TAPER.ED LOW- PROFILE COMPOS ITION VENTS COOLING SYSTEM VERIFICA TIONS: 20 I 9 CALIFORNIA FIRE CODE BY O'HAGIN OREO 72 SQ. IN. FR.EE VENT -M I N IMUM AIRFLOW 20 I 9 CALIFORNIA BUILDING ENERGY EFFICIENCY STANDARDS AR.EA. -VERIFIED EER - V ERIFIE D SEER
- VERIFIED REFRIDGERANT CHARGE MAIN RESIDENCE ADDED AREA REQUIRED -FAN EFFICACY WATTS/CFM l~AVeNTILATeD IRA-re ~o-o Uf"f'eR IR?:aD ~R TOTN. ~= HVAC DISTR IBUTION SYSTEM VERIFICAT IONS:

SHEET INDE X -DUCT SEALING I 1.4(;;4 5 1" j1159 703 50. IN. I 703 50. IN. 1,4or;; s a. 1N.

DOMESTIC HOT WATER SYSTEM V ERIFICATIONS: New ADDeD Uf'f'eR AND l.O'l\"eR ~A l""-O VI DeD - N ONE Al COVER PAGE ,t. SITE PLAN
·A=e«UMT ,=~==sm,o A2 EXISTING FLOOR PLAN I G350. IN . l12G50.IN.~ SETBACKS A.3 PROPOSED FLOOR PLAN I 72 5Q. IN. 157'- SQ. 1N j 702 S Q. IN.

S ILLS, EAVES. BELT COARSES. CORN ICES , CAN OPIES, AND A4 ELEVAT IONS 72 5Q. IN. 2= SQ. IN ~lATION OTHER SIMILAR ARCHITECTURAL FEATURES MAY NOT A5 (E)ELEVATIONS PROJE CT, HORIZONTALLY MORE THAN TWO (2) FEET INTO AG ELEVAT IONS I 7, so. 1N. 15G-' sa. 1N j -'5'- 50. 1N .

ANY SETBACK AR.EA. (SJMC 20.30.400) A7 PROPOSED ROOF PLAN TING f""-OVIDeD, ~ MEP MECHAN ICAL, ELECTRICAL$ PLUMBING PLAN
GRADE SI CROSS SECTION . FOUNDAT ION$ ROOF FRAMING PLAN NOTE, PROV IDE A VAPOR RETARDER 52 CONCRETE 4' WOOD DETAILS FI N ISH GRADE AROUND THE STRUCTURE SHALL SLOPE 53 CONCRETE 4' WOOD DETAILS$ STRUCTURAL NOTES HAVING A ONE FERM. MAX AWAY FR.OM THE FOUND ATION A M I NIMUM O F 5% FOR Tl TITLE 2 4 TRANSMISSION RATE ON TH E WARM SIDE A MINIMUM DISTANCE OF IO FEET (CBC I 804.4) T2 RESIDENTIAL MANDATORY MEASURES OF THE ATT IC INSULATION AT ALL ATTICS IMPERVIOUS WITHIN IO FEET OF THE BUILDING FOUNDATION T3 20 I 9 CALGREEN RES IDENTIAL MANDATORY MEASURES WITH 1/150 VENTILATION RATE.

SHALL BE SLOPED A M INIMUM OF 2% AWAY FR.OM THE
BU ILD ING (CBC I 8204.4)

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PROJECT DATA
I. PARCEL NO. , 2G9350G7

2. YEAR BUILT , I 9GO

3. LOT SIZE , 35.25 X I 08.50 - 3,824 SF

4. ZONING , PD - PLANNED DEVELOPMENT

5. 1YPE OF CONSTRUCTION , VB
G. LOT COVERAGE ,
(E) GARAGE , 245 SF
(E) RESIDENCE , GG8 SF
PROPOSED ADDITION I ST FLR , GI 5 SF
TOTAL LIVING SPACE I ST FLR. , I ,528 SF
F.A.R. , I ,528/3,82 4 ~ 0.3995 OR 4 0%

7. LIVING SPACE ,
(E) RESIDENCE , GG8 SF
PROPOSED ADDITION I ST FLOOR , GI 5 SF
TOTAL LIVING I ST FLOOR, I ,283 SF
PROPOSED 2ND FLOOR , I ,008 SF
TOTAL LIVING SPACE 2ND FLOOR., 1,008 SF
PROPOSED TOTAL LIVING , 2,291 SF
F.A.R., I ,008/1,528 - O.G59G OR GG%

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Resolution/ 1485 Bellomy Street - Rezone Page 1 of 4
Rev. Rev: 11/22/17
RESOLUTION NO. __________

A RESOLUTION OF THE CITY OF SANTA CLARA ,
CALIFORNIA APPROVING A REZONING FROM PD –

PLANNED DEV ELOPMENT TO PD - PLANNED
DEVELOPMENT OF THE PROPERTY LOCATED AT 1485

BELLOMY STREET, SANTA CLARA, CALIFORNIA

PLN22-00088 (Rezoning)

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

WHEREAS, on February 17 , 20 22, Giovanni and Priscilla Bui (“Applicant”) applied for a Rezoning from PD-Planned Development to PD-Planned Development for an 3,833 square foot parcel, located on the nor th side of Bellomy Street, approximately 50 feet east of Jefferson Street (“Project Site”);
WHEREAS, the Project Site is currently zoned as PD-Planned Development; WHEREAS, in order to implement the proposed developme nt, the Project Site requires a Rezoning t o Planned Development to amend the existing Planned Development to add more than 500 square feet and more than three bedrooms, which is not permitted under the current PD Zoning;
WHEREAS, the property owner proposes a 615 square foot first-floor addition and 1,008 square foot second-floor addition that would result in a 2,291 square foot single -family residence with four bedrooms and three and a half bathrooms with the existing one -car garage to remain (“Project”) as shown on the Developme nt Plans, a ttached by reference herein as Exhibit “Development Plans”;
WHEREAS, the actions being considered are categorically exempt f rom the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301(e)(2) (Class 1 - - Existing Facilities), in that the activity consists of t he addition to an existing structure that (1) will not result in an increase of more than 10,000 square feet, (2) the project is in an area where all public services and facilities are available, and (3) the a rea in which the project is located is Resolution/ 1485 Bellomy Street - Rezone Page 2 of 4
Rev. Rev: 11/22/17
not envi ronmentally sensitive . Here, the project is adding 1,623 square feet to an existin g single-family residence in an established residential neighborhood; WHEREAS, the Project was reviewed and recommended for denial by the His torical and Landmarks Commission at th e regular Historical and Landmarks Commission m eeting on February 2, 2023;
WHEREAS, the Project was reviewed and recommended for approval of th e Rezone by the Planning Commission on August 23, 2023;
WHEREAS, on September 29, 2023, a notice of the public hearing on this item was po sted in three conspicuous locations within 300 feet of the project site and mailed to property owners within 300 feet of the project site; and
WHEREAS, on October 10, 2023 , the City C ouncil he ld a duly noticed public hearing to consider the Rezoning and Architectural Approval, at which time all interested persons were given an opportunity t o provide testimony and present e vidence, both in support of and in opposition to the proposed rezoning.

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

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

2. That the City Council hereby rezones the Proje ct Site, as shown on Exhibit “Development Plans” and conditioned in Exhibit “Conditions of Approval”, incorporated herein by this reference, from PD-Planned Development to an amended Planned Development zoning designation, to ad d a 615 square foot first-floor addition and 1,008 square foot second -floor addition that would result in a 2,291 square foot single -family residence with four bedrooms and three and a half bathrooms with the existing one-car garage to remain.

3. Pursuant to SCCC Sect ion 18.112.010, the City Council determines that t he following findings exist in support of the rezoning:

Resolution/ 1485 Bellomy Street - Rezone Page 3 of 4
Rev. Rev: 11/22/17
A. The existing zoning is inappropriate or inequitable, in that the existing zoning for the project site would limit the creation of housing development to under 500 square f eet and maximum of three bedrooms.

B. The proposed zone change will conserve property values, protect or improve the existing character and stability of the area in question , and will p romote the o rderly and beneficial development of such area in that the proposed project would increase property values with an addition of over 500 square feet while maintaining similar architectural features and a two-story height, similar to other single-family residences within the immediate neighborhood.

C. The proposed zone change is required by public necessity, p ublic convenience, or the general welfare of the City in that the pr oposed zone change would f acilitate the maintenance and preservation of the existing house on the Project Site in proximity to tr ansit facilities along Lincoln Street and Monroe Street.

D. The proposed zo ne change would allow imaginative planning and des ign concepts to be utilize d that would o therwise be restricted in other zoni ng districts, in that the proposed zone c hange would facilitate the expansion in a manner that c omplies with the policies and intent of the Single-family Zoning District and the General Plan envisioned for this area.
///

///

///
Resolution/ 1485 Bellomy Street - Rezone Page 4 of 4
Rev. Rev: 11/22/17

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

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

AND ADOPTED BY THE CITY COUNCIL AT A REGULAR MEETING THEREOF HELD ON THE 10th DAY OF OCTOBER, 2023 BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTAL, MMC

ASSISTANT CITY CLERK

Attachments Incorporated by Reference:

1. Conditions of Approval – Rezone and Architectural Review

2. Development Plans

Resolution/ 1485 Bellomy Street – Architectural Review Page 1 of 4 Rev. Rev: 11/22/17
RESOLUTION NO. __________

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE ARCHITECTURAL REVIEW OF THE

PROPOSED FIRST- AND SECOND-STORY ADDITION
LOCATED AT 1485 BELLOMY STREET , SANTA CLARA,

CALIFORNIA

PLN22-00088 (Architectural Review)

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

WHEREAS, on February 17, 2022, Giovanni and Priscilla Bui (“Applicant”) applied for a Rezoning from PD-Planned Development to PD -Planned Development for an 3,833 square foot parcel, located on the nort h side of Bellomy Street, approximately 50 feet east of Jefferson Street (“Project Site”);
WHEREAS, the Project Site is currently zoned as PD-Planned Development; WHEREAS, in order to implement the proposed development, the Project Site requires a Rezoning to Planned Development to amend the existing Planned Development to add more than 500 square feet and more than three bedrooms, which is not permitted under the current PD Zoning;
WHEREAS, the property owner proposes a 615 square foot first-floor addition and 1,008 square foot second-floor addition that would result in a 2,291 square foot single -family residence with four bedrooms and three and a half bathrooms with the existing one -car garage to remain (“Project”) as shown on the Development Plans, att ached by reference herein as Exhibit “Development Plans”;
WHEREAS, the action being considered is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301(e)(2) (Class 1 - - Existing Facilities), in that the activity consists of the addition to an existing structure that (1) will not result in an increase of more than 10,000 square feet , (2) the project is in an area where all public services and facilities are available, and (3) the area in which th e project is located is not Resolution/ 1485 Bellomy Street – Architectural Review Page 2 of 4 Rev. Rev: 11/22/17
environmentally sensitive. Here, the project is adding 1,623 square feet to an existing single - family residence in an established residential neighborhood; WHEREAS, the Project was reviewed and recommended for denial by the His torical and Landmarks Commission at the regular Historical and Landmarks Commission meeting on February 2, 2023;
WHEREAS, the Project was reviewed and recommended for approval of the Rezone by the Planning Commission on August 23, 2023;
WHEREAS, on September 29, 2023, a notice of the public hearing on this item was posted in three conspicuous locations within 300 feet of the project site and mailed to property owners within 300 feet of the project site; and
WHEREAS, on October 10, 2023, the City Council held a duly noticed public hearing to consider the Rezoning and Architectural Approval, at which time all interested persons were given an opportunity to provide testimony and present evidence, both in support of and in opposition to the proposed rezoning.

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

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

2. The City Council makes the following findings regarding the proposed architectural design of the Project:

A. That any off -street parking areas, screening strips and other facilities and improvements necessary to secure the purpose and intent of Chapter 18.76 of the City Code and the General Plan of the City are a part of the proposed development, in that the Project provides the required one covered parking space for the residence and provides area surfaced with all-weather materials for parking of vehicles.

Resolution/ 1485 Bellomy Street – Architectural Review Page 3 of 4 Rev. Rev: 11/22/17
B. That the design and location of the proposed development and its relation to neighboring developments and traffic is such that it will not impair the desirability of investment or occupation in the neighborhood, will not unreasonably interfere with the use and enjoyment of neighboring developments, and will not create traffic congestion or hazard, in that proposed project would not intensify the use of the property that would cause increased traffic congestion or hazard as the property would continue to be utilized as a single -family residence and pro vide one covered parking spaces onsite;
C. That the design and location of the proposed development is such that it is in keeping with the character of the neighborhood and is such as not to be detrimental to the harmonious development contemplated by Chapter 18.76 and the General Plan of the City, in that the Project design is in keeping with the character of the existing block and the larger Old Quad neighborhood in that the Project will have a two-story scale and massing similar to the surrounding single-family homes; D. That the granting of such approval will not, under the circumstances of the particular case, materially affect adversely the health, comfort or general welfare of persons residing or working in the neighborhood of the Project and will not be materially detrimental to the public welfare or injurious to property or improvements in such neighborhood, in that the project is subject to the California Building Code and City Code requirements, which serve to regulate new construction to protect public health, safety and general welfare.

E. That the proposed development, as set forth in the plans and drawings, is consistent with the City’s Community Design Guidelines, in that the addition is compatible in material and roof form as the adjacent historical house at 1479 Bellomy Street ; and the second-story addition is designed with no egress windows on the east and west side to prevent privacy impact to adjacent neighbors.

Resolution/ 1485 Bellomy Street – Architectural Review Page 4 of 4 Rev. Rev: 11/22/17

3. That based upon the development plans and architectural review of the Project, the City Council hereby provides architectural approval of the Project.

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

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

AND ADOPTED BY THE CITY COUNCIL AT A REGULAR MEETING THEREOF HELD ON THE 10th DAY OF OCTOBER, 2023 BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMINTEL, MMC

ASSISTANT CITY CLERK

Attachments incorporated by reference:

1. Conditions of Approval

2. Development Plans

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 1 of 6 ends

CONDITIONS OF PD REZONE APPROVAL

In addition to complying with all applicable codes, regulations, ordinances and resolutions, the following conditions of approval are recommended:

GENERAL
G1. If relocation of an existing public facility becomes necessary du e to a conflict with the developer's new improvements, then the cost of said relocation shall be borne by the developer.

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

COMMUNITY DEVELOPMENT
P1. It shall be the developer's responsibility through his engineer to provide written certification that the dra inage design for the subject property will prevent flood water intrusion in the event of a storm of 100 -year return period. The developer's engineer shall verify that the site will be protected from off -site water intrusion by designing the on-site grading and storm water collection system using the 100 -year hydraulic grade line elevation provided by the City's Engineering Department or the Federal Flood Insurance Rate Map, whichever is more restrictive. Said certification shall be submitted to the City Building Inspection Division prior to issuance of building permits.

P3. Submit plans for final staff-level architectural review to the Planning Division. The plans shall demonstrate the proposed changes to the house at 1479 Bellomy Street will comply with the preservation treatment plan for this structure, prior to issuance of building permits. Said plans to include, but not be limited to: fin al stormwater pollution prevention details (including disconnecting downspouts), site plans, floor plans, elevations, and landscape plans.

P4. In the event historic/prehistoric artifacts or human remains are discovered during ground disturbing activities, the following measures will be implemented: In compliance with State law (Section 7050.5 of the Health and Safety Code and Section 5097.94 of the Public Resources Code), in the event human remains are encountered during grading and construction, all work within 25 feet of the find will stop and the Santa Clara County Coroner’s office will be notified. If the remains are determined to be Native American, the Coroner will notify the Native American Heritage Commission to identify the “Most Likely Descendant” (MLD). The City, in consultation with the MLD, would then prepare a plan for treatment, study and reinternment of the remains.

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 2 of 6 ends

P7. Provide automatic garage door openers for each garage.

P8. The parking space in each garage shall be maintained open and accessible for use as parking stalls.

P9. The interior and exterior of property shall be maintained free of all life safety hazards and violations at all times.

P11. No chain link fencing is allowed, unless it is screened from view from off site by wood, masonry, or other fencing, to the satisfaction of the Director of Commu nity Development.

P13. No portion of th e homes shall b e sectioned off such that a resident does not have full access to all common areas of the residence.

P14. Any changes to the number of exterior entrances to the residential structures shall require Planning approval.

BUILDING DIVISION

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 3 of 6 ends

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

BD5. See Title 15 of the Santa Clara City Code for any amendments to the California Building Codes.

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 4 of 6 ends

b. Chp. 15.38 – Green Building Code for additional Electric Vehicle Charging requirements for new construction.

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

E7. All on-site structures must be clear of Driveway Clearance Areas per City Standard Detail TR-9.

E8. If a new driveway is installed, design and construction of the driveway shall be in accordance with City Standard Detail ST-5.

Solid Waste
SW1. This property falls within the City’s exclusive franchise hauling area. The applicant is required to use the City’s exclusive franchise hauler and rate structure for

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 5 of 6 ends

any hired debris boxes. Prior to the issuance of a Public Works clearance, the project applicant shall complete and sign the Construction and Demolition (C&D) / Waste Management Rules and Regulations Form.

W4. Utility Separations: Applicant shall adhere to and provide a note indicating that all horizontal and vertical clearances comply with State and local regulations. The applicant shall maintain a min imum 12” of vertical clearance at water service crossing with other utilities, and all required minimum horizontal clearances from water services: 10' from sanitary sewer utilities, 10’ from recycled water utilities, 8' from storm drain utilities, 5' from fire and other water utilities, 3' from abandoned water services, 5' from gas and electric utilities, and 5’ from the edge of the propose or existing driveway. Fo r sanitary sewer, water, and recycled water utilities, the applicant shall maintain a minimum horizontal clearance of 10' from existing and proposed trees. If applicant installs tree root barriers, clearance from tree reduces to 5' (clearance must be from the edge of tree root barrier to edge of water facilities). No structures (fencing, foundation, biofiltration swales,

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 6 of 6 ends

etc.) allowed over sanitary sewer, potable water and/or recycled water utilities and easements.

W6. Easements: Prior to City’s issuance of Building or Gradi ng Permits, the applicant shall provide a dedicated water utility easement around the backflow prevention device onsite.

W9.

POLICE
PD1. Address numbers shall be c learly visible from the street and shall be a minimum of six (4) inches in height and a color contrasting with the background material. Numbers shall be illuminated during hours of darkness. Where multiple units/buildings occupy the same property, all unit/building addresses shall be clearly visible. If that is not possible, a sign listing all addresses shall be posted at the main entrance or front of the property.

FIRE
F1. Fire sprinklers are required t o be installed within the new and existing portions of the residence.

PARKS & RECREATION
PR1. Project subject to Dwelling Unit Tax (DUT) of $15.00

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Resolution/ 1485 Bellomy Street – Architectural Review Page 1 of 4 Rev: 7/27/2023
RESOLUTION NO. __________

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE ARCHITECTURAL REVIEW OF THE

PROPOSED FIRST- AND SECOND-STORY ADDITION
LOCATED AT 1485 BELLOMY STREET , SANTA CLARA,

CALIFORNIA

PLN22-00088 (Architectural Review)

WHEREAS, on February 17, 2022, Giovanni and Priscilla Bui (“Applicant”) applied for a Rezoning from PD-Planned Development to PD-Planned Development for an 3,833 square foot parcel, located on the north side of Bellomy Street, approximately 50 feet east of Jefferson Street (“Project Site”);
WHEREAS, the Project Site is currently zoned as PD-Planned Development; WHEREAS, the Project has been revised to provide a two-car tandem garage that will adhere to the required parking space dimension. As such a rezoning is no longer required to implement the proposed development;
WHEREAS, the property owner proposes a 615 square foot first-floor addition and 1,014 square foot second-floor addition that would result in a 2,542 square foot single-family residence with four bedrooms and three bathrooms with the existing one-car garage to remain. (“Project”) as shown on the Development Plans, attached by reference herein as Exhibit “Development Plans”;
WHEREAS, the proposed project is categorically exempt from the California Environmental Quality Act (CEQA) per Section 15301(e)(2) – Class 1 Existing Facilities, in that the activity consists of the addition to an existing structure that (1) will not result in an increase of more than 10,000 square feet, (2) the project is in an area where all public services and facilities are available, and (3) the area in which the project is located is not environmentally sensitive. Here, the project is adding 1,629 square feet to an existing single-family residence in an established residential neighborhood;
Resolution/ 1485 Bellomy Street – Architectural Review Page 2 of 4 Rev: 7/27/2023
WHEREAS, the Project was reviewed and recommended for denial by the Historical and Landmarks Commission at the regular Historical and Landmarks Commission meeting on February 2, 2023;
WHEREAS, the Project was reviewed and recommended for approval of the Rezone by the Planning Commission on August 23, 2023;
WHEREAS, the Project was reviewed and continued by the City Council on October 10, 2023; WHEREAS, on December 22, 2023, a notice of the public hearing on this item was posted in three conspicuous locations within 300 feet of the project site and mailed to property owners within 300 feet of the project site; and
WHEREAS, on January 9, 2024, the City Council held a duly noticed public hearing to consider the Architectural Approval, at which time all interested persons were given an opportunity to provide testimony and present evidence, both in support of and in opposition to the proposed project.

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

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

2. The City Council makes the following findings regarding the proposed architectural design of the Project:

A. That any off-street parking areas, screening strips and other facilities and improvements necessary to secure the purpose and intent of Chapter 18.76 of the City Code and the General Plan of the City are a part of the proposed development, in that the Project provides the required two covered parking spaces for the residence and provides area surfaced with all-weather materials for parking of vehicles.

B. That the design and location of the proposed development and its relation to neighboring developments and traffic is such that it will not impair the desirability of Resolution/ 1485 Bellomy Street – Architectural Review Page 3 of 4 Rev: 7/27/2023
investment or occupation in the neighborhood, will not unreasonably interfere with the use and enjoyment of neighboring developments, and will not create traffic congestion or hazard, in that proposed project would not intensify the use of the property that would cause increased traffic congestion or hazard as the property would continue to be utilized as a single-family residence and provide two-covered parking spaces onsite;
C. That the design and location of the proposed development is such that it is in keeping with the character of the neighborhood and is such as not to be detrimental to the harmonious development contemplated by Chapter 18.76 and the General Plan of the City, in that the Project design is in keeping with the character of the existing block and the larger Old Quad neighborhood in that the Project will have a two-story scale and massing similar to the surrounding single-family homes; D. That the granting of such approval will not, under the circumstances of the particular case, materially affect adversely the health, comfort or general welfare of persons residing or working in the neighborhood of the Project and will not be materially detrimental to the public welfare or injurious to property or improvements in such neighborhood, in that the project is subject to the California Building Code and City Code requirements, which serve to regulate new construction to protect public health, safety and general welfare.

E. That the proposed development, as set forth in the plans and drawings, is consistent with the City’s Community Design Guidelines, in that the addition is compatible in material and roof form as the adjacent historical house at 1479 Bellomy Street; and the second-story addition is designed with no egress windows on the east and west side to prevent privacy impact to adjacent neighbors.

3. That based upon the development plans and architectural review of the Project, the City Council hereby provides architectural approval of the Project.

Resolution/ 1485 Bellomy Street – Architectural Review Page 4 of 4 Rev: 7/27/2023
///

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

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

AND ADOPTED BY THE CITY COUNCIL AT A REGULAR MEETING THEREOF HELD ON THE 9th DAY OF JANUARY, 2024 BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMINTEL, MMC

ASSISTANT CITY CLERK

Attachments incorporated by reference:

1. Conditions of Approval

2. Development Plans

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 1 of 7 ends

CONDITIONS OF PD REZONE APPROVAL

In addition to complying with all applicable codes, regulations, ordinances and resolutions, the following conditions of approval are recommended:

GENERAL
G1. If relocation of an existing public facility becomes necessary du e to a conflict with the developer's new improvements, then the cost of said relocation shall be borne by the developer.

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

COMMUNITY DEVELOPMENT
P1. Plans shall be revised so that the interior length of the tandem garage be provided at a minimum of 40 feet , which is the Zoning Code design standard for a t wo-car tandem garage.

P2. It shall be the developer's responsibility through his engineer to provide written certification that the dra inage design for the subject property will prevent flood water intrusion in t he event of a storm of 100 -year return period. The developer's engineer shall verify that the site will be protected from off -site water intrusion by designing the on-site grading and storm water collection system using the 100 -year hydraulic grade line e levation provided by the City's Engineering Department or the Federal Flood Insurance Rate Map, whichever is more restrictive. Said certification shall be submitted to the City Building Inspection Division prior to issuance of building permits.

P3. The project site is located in Seismic Hazard Zone as identified by the State Geologist for potential hazards associated with liquefaction, pursuant to the Seismic Hazard Mapping Act (Div.2 Ch7.8 PRC), and the developer shall prepare and submit a geotechnical hazards investigation report acceptable to the City of Santa Clara Building Official prior to issuance of permits.

P4. Submit plans for final staff-level architectural review to the Planning Division. The plans shall demonstrate the proposed changes to the house at 1479 Bellomy Street will comply with the preservation treatment plan for this structure, prior to issuance of building permits. Said plans to include, but not be limited to: fin al stormwater pollution prevention details (including disconnecting downspout s), site plans, floor plans, elevations, and landscape plans.

P5. In the event historic/prehistoric artifacts or human remains are discovered during ground disturbing activities, the following measures will be implemented: In compliance with State law (Section 7050.5 of the Health and Safety Code and Section 5097.94 of the Public Resources Code), in the event human remains are encountered during grading and construction, all work within 25 feet of the find will stop and the Santa Clara County Coroner’s office w ill be notified. If the remains are determined to be Native American, the Coroner will notify the Native American Heritage Commission to identify the “Most Likely Descendant” (MLD). The City, in consultation with the MLD, would then prepare a plan for treatment, study and reinternment of the remains.

P6. In compliance with State law (Section 7050.5 of the Health and Safety Code and Section 5097.94 of the Public Resources Code), in the event that historical artifacts are found, all work within 50 feet of the find will stop and a qualified archaeologist will examine the

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 2 of 7 ends

find. All significant artifacts and samples recovered during construction would be cataloged and curated by a qualified archaeologist and placed in an appropriate curation

facility. The arc haeologist must then submit a plan for evaluation of the resource to the City of Santa Clara Planning Division for approval. If the evaluation of the resource concludes that the found resource is eligible for the California Register of Historic Resources, a mitigation plan must be submitted to the City of Santa Clara Planning Division for approval. The mitigation plan must be completed before earthmoving or construction activities can recommence within the designated resource area.

P7. The following measures are included in the project to reduce the potential for nuisances related to construction:
a. Construction activities shall be limited to the hours between 7:00 AM and 6:00 PM, Monday through Friday, and between the hours of 9:00 AM to 6:00 PM on Saturday. No construction activities shall occur on Sundays or holidays. b. Equip all internal combustion engine -driven equipment with intake and exhaust mufflers that are in good condition and appropriate for the equipment. c. Locate stationary noise generating equip ment as far as possible form adjacent residential properties.
d. Acoustically shield stationary equipment located near existing residential properties.
e. Utilize “quiet” air compressor s and other stationary noise sources where technology exists.
f. The contractor shall prepare a construction plan identifying the schedule for major noise -generating construction activities. The construction plan shall identify a procedure for coordinating w ith adjacent residential land uses so that construction activities can be scheduled to minimize noise disturbance.

P8. Provide automatic garage door openers for each garage.

P9. The parking space in each garage shall be maintained open and accessible for use as parking stalls.

P10. The interior and exterior of property shall be maintained free of all life safety hazards and violations at all times.

P11. The exterior of the structure shall be maintaine d in good condition, to the satisfaction of the Director of Community Development, including but not limited to the following:
a. Chipped or peeling paint shall be repainted.
b. Broken windows shall be repaired.
c. Landscaping shall be maintained in live condition. Dead plants are to be removed.

P12. No chain link fencing is allowed, unless it is scree ned from view from off site by wood, masonry, or other fencing, to the satisfaction of the Director of Commu nity Development.

P13. A future addition to the house at 1485 Bellomy Stree t may be permitted , subject to Architectural Review Approval by the Director of Community Development or by the Development Review Hearing, and, provided the addition complies with the development standards of the R1-6L Zoning District.

P14. No portion of th e homes shall b e sectioned off such that a resident does not have full access to all common areas of the residence.

P15. Any changes to the number of exterior entrances to the residential structures shall require Planning approval.

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 3 of 7 ends

BUILDING DIVISION

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 4 of 7 ends

the attendance of the on-site field superintendent(s). The on-site grading permit shall be a separate permit application to the Building Division.

BD5. See Title 15 of the Santa Clara City Code for any amendments to the California Building Codes.

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

E7. All on-site structures must be clear of Driveway Clearance Areas per City Standard Detail TR-9.

E8. If a new driveway is installed, design and construction of the driveway shall be in accordance with City Standard Detail ST-5.

STREET DIVISION
Landscape

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 5 of 7 ends

L1. Applicant must apply for a City Street Tree by calling Department of Public Works – Street Department at 408-615-3080. Applicant may choose from Approved Street Tree List, final determination provided by City staff based on site restrictions.

W2. Encroachment Permit: Prior to issuance of Building Permits, the applicant shall submit an encroachment permit application and design plans for construction of water utilities that comply with the latest edition of the Water & Sewer Utilities Water Ser vice and Use Rules and Regulations, Water System Notes, and Water Standard Details an d Specifications. In addition, prior to the City's issuance of Occupancy, the applicant shall construct all public water utilities per the approved plans. The Water & Se wer Utilities will inspect all public water utility installations and all other impro vements encroaching public water utilities.

W3. Utility Design Plans: Utility Design Plans shall indicate the pipe material and the size of existing water, recycled water an d sewer main(s). The plans shall show the nearest existing fire hydrant and the two n earest existing water main line gate valves near the project area. The plans shall show meter and backflow configurations to scale and per City of Santa Clara Water & Sewe r Utilities Standard Details. Note that all new water meters and backflow prevention devices shall be located behind the sidewalk in a landscape area. Fire hydrants should be loca ted two feet behind monolithic sidewalk if sidewalk is present; two feet behi nd face of curb if no sidewalk is present, per City Std Detail 18. The plans shall pr ovide the profile section details for utilities crossing water,

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 6 of 7 ends

sewer, or recycled water mains to ensure a 12” minimum vertical clearance is maintained.

W4. Utility Separatio ns: Applicant shall adhere to and provide a note indicating that all horizontal and vertical clearances comply with State and local regulations. The applicant shall maintain a min imum 12” of vertical clearance at water service crossing with other utilities, and all required minimum horizontal clearances from water services: 10' from sanitary sewer utilities, 10’ from recycled water utilities, 8' from storm drain utilities, 5' from fire and other water utilities, 3' from abandoned water services, 5' from gas and electric utilities, and 5’ from the edge of the propose or existing driveway. Fo r sanitary sewer, water, and recycled water utilities, the applicant shall maintain a minimum horizontal clearance of 10' from existing and proposed trees. If applicant installs tree root barriers, clearance from tree reduces to 5' (clearance must be from the edge of tree root barrier to edge of water facilities). No structures (fencing, foundation, biofiltration swales, etc.) allowed over sanitary sewer, potable water and/ or recycled water utilities and easements.

W6. Easements: Prior to City’s issuance of Building or Gradi ng Permits, the applicant shall provide a dedicated water utility easement around the backflow prevention device onsite.

The water utility easement for the water services and all other public water appurtenances shall be a minimum 15 feet wide and be adjac ent to the public right -of- way without overlapping any public utility easement. Additionally, the applicant shall submit plans defining existing easements so Water Divisio n can verify if there are any conflicts with proposed easements and water utilities.

W7. Underground Fire Permit: Prior to issuance of Building Permits, applicant shall submit an underground fire permit unless otherwise waived by the Fire Department. If fire flow information is needed, applicant shall coordinate with Water and Sewer Utilitie s Department, for fire flow information at (408)615-2000. A dedicated fire service line, with an approved backflow prevention device, shall be used for on -site fire hydran ts. Fire service lines required for commercial and industrial use shall be sized appr opriately per fire flow demand and code requirements.

W9.

POLICE
PD1. Address numbers shall be c learly visible from the street and shall be a minimum of six (4) inches in height and a color contrasting with the background material. Numbers shall be illuminated during hours of darkness. Where multiple units/buildings occupy the same property, all unit/building addresses shall be clearly visible. If that is not possible, a sign listing all addresses shall be posted at the main entrance or front of the property.

FIRE
F1. Fire sprinklers are required t o be installed within the new and existing portions of the residence.

PARKS & RECREATION
PR1. Project subject to Dwelling Unit Tax (DUT) of $15.00

1485 Bellomy Street PLN22-00088
Conditions of PD Rezone Approval

Page 7 of 7 ends

I:\PLANNING\2022\Project Files Active\PLN22-00088 1485 Bellomy Street (PD Rezone)\PC\Conditions of PD Rezone Approval - Final.doc JB{VJi:

GENERAL NOTES
TYPE OF CONSTRUCTION: HOM E$ ATTACHED GARAGE

WOOD FRAMED W A LLS , WOOD FRAMED FLOORS , GROUP
R.3 OCCUPANCY PER CAU FORNIA BUILDNG CODES.

BUILDER S HALL COORD IN ATE ALL THE WORK OF A LL
T RADES.

B U ILDER SHALL REVIEW DRAW IN GS IN THEIR ENTI RETY
BEFORE STARTING WOR.K . T HE BUILDER SHALL ACCEPT
FULL Rl":SPONSIB IUlY' FOR ANY ERR.ORS OR OMISS IONS

NOT REPORTED IMMEDIA T ELY IN WRITING TO THE
ARCHITECT. BAC KCHARGES WILL NOT BE ACCEF"TED.

B U ILDER 15 RESPONSIBLE FOR ADEQU ATE BRACING OF
STRUCTURAL OR NON-STRUCTURAL MEMBERS DUR.ING
CONSTRUCT ION .

ALL WINDOWS AND DOORS SHALL BE CAULKED AND
WEATHER S T RIPPED. WINDOW UNITS SHALL D ISPLAY

LABELS SHOWING COMPLIANCE WI T H CALI FORNIA TI TLE
24 ENERGY EFFICIENCY SECTION.

NOTE:

ALL CODES APPLICABLE TO THE WORK PROPOSED (E .G.
20 19 CBC. CRC. CEC. C M C, CPC. CALIFORNIA
BUILD I NG ENENERGY EFF IC IENCY STAN DARDS.

CALIFORNIA GREE N BUILDING STANDARDS CODE.

OCCUPA N CY CLASSIFICAT IONS
OCCUPANCY GROUPS : R3/U

CONSTRUCTIO N TYFE , TYFE V-B

HERS VERIFICATIONS REQUIRED
BUILD ING-LEVEL VERIFICAT ION:
- HIGH QUALITY INSULATIO N INSTA LLATION (OI i)
- IAQ MECHA N ICAL VENTILATION
COOLI N G SYSTEM VERIFICA TIONS:
- MI N IMUM AIRFLOW
-VERIF IED EER
- V ERIF IED SEER
- V ERIF IED REFRIDGERANT CHARGE
-FAN EFFICACY WATTS/CFM
HVAC DISTR IBUTION SYSTEM VERIFICATIONS:
-DUCT SEALING
DOMESTIC HOT WATER SYSTEM V ERIFICATIONS:
- N ONE
SETBACK.5
SILLS, EAVES. BELT COAR.SES. CORN ICES, CAN OPIES , AND

OTHER SIMILAR ARCHITECTURAL FEATURES MAY N OT
PROJECT , HORIZONTALLY MORE THAN TWO (2) FEET INTO
ANY SETBACK AREA. (SJMC 20.30.400 )
GRADE

FI N ISH GRADE AROUND THE STRU CTURE SHALL SLOPE
AWAY FRO M THE FOUND ATION A MINIMUM OF 5% FOR
A MINIMUM DISTA N CE OF I O FEET (CBC 1804.4)

IMPERVIOUS W ITH IN IO FEET OF T H E BUILD ING FOUND A TION SHAL L BE SLOPED A M INIMUM OF 2% AWAY FR.OM THE
BU ILDING (CBC 18204.4 )

PROJECT INFORMATION
~
G IOVANNI 4 PRISCILLA BUI
ADDRESS : I 485 BELLOMY STREET
SANTA CLARA , CA 95050
SCOPE OF WORK:

I . BUILD NEW ADDITION AT FRON T .If. REAR OF (E)LO T

2. BUILD N EW 2 N D STORY ADDITION AT {E)STRUCTURE

3. UPGRADE ELECTR ICAL, PLU M BLING .If. MECHANICAL

4. I NSTALL NEW ROOF COMPOSITIO N SHINGLES
PLAN DESIGNER: JOEL P. JAQ UEZ

J P DESIGNS

GS JACKL IN CIRCLE
MILPITAS, CA 95035, 408 - 204- G I I 2
STRUCTURAi EN GINEER: JODY T. TAI. P.E.

J P DESIGNS
30998 HUNTWOOD AVENUE STE I 08
HA'rWARD , CA 94544 , 51 0 477 - 8833

ALTERNATIVE ENERGY SYSTEMS
3235 N. VERDUGO RD.

G LENDALE . CA 9 I 208 , 8 18-957-7733

APPLICABLE CODES

PROJECT DATA
I. PARCEL NO.: 2G9350G7
2 . YEAR BUILT: I 9GO

3. LOT SIZE : 35.25 X I 08.50 - 3824.G25 SF

4. ZONING: PD - PLANNED DEVELOP MENT

5. TYFE OF CON STRU CTION : VB
G. LOT COVERAGE :
( N ) TANDE M GARAGE : 444 SF
(E) RESIDENCE , 4G9 SF
PROPOSED ADDITIO N J ST FLR : G J 5 SF
PROPOS ED ADDITION 2ND FLR: I .O 14 SF
T OTAL LOT COVERAGE: 2.542 SF
F .A.R. : 2 , 53G/3,824 - O.GG47 OR GG%

7. LIV I NG SPACE :
(E) RESIDENCE : 4G9 SF
PROPOSED ADDI TIO N J ST FLOOR : G I 5 SF
TOTAL LIVING I ST FLOOR: I ,084 SF
PROPOSED 2ND F LOOR : J .O I 4 SF
T OTAL LIVING SPA CE 2ND FLOOR : I .O 14 SF
PROPOSED TOTA L LIVING : 2,098 SF
F.A.R. , J .O 14/ I ,528 = 0.GG3G O R GG%
VENTILATION CALCS .

ROOF (ATTIC)
,------------------------, PROVIDE I SO. IN. OF VENTILATION PER I 50 THIS PROJECT SHALL COMPLY WITH THE FOLLOWI N G CODES:
2022 CALIFORNIA BUILD ING CODE
2022 CALIFORNIA M ECHANICAL CODE
2022 CALIFORNIA TITLE 24 ENERGY CODE
2022 CALIFORNI A PLUMBING CODE A ND (CBC)
2022 CALIFORNIA ELECTRICAL CODE
2022 CALIFORN IA FIRE CODE
2022 CALIFORNIA BUILDING ENERGY EF FIC IENCY STANDARDS

SHEET INDEX
A I COVER PAGE .If. SITE PLAN
A2 EXISTI N G FLOOR PLA N
A3 PROPOSED FLOOR PLAN
A4 ELEVAT IONS

AS (E)ELEVA T IO N S

AG ELEVAT IONS
A 7 PROPOSED ROOF PLAN
MEP MECHANICAL , ELECTRICAL .If. PLUMBI N G P LAN
51 FOUNDAT ION , 2 N D FLR FRAM'G .f. LOWER ROOF PLAN
52 ROOF FRAMI N G PLAN .f. STRUCURAL WOOD DETA ILS
53 CONCRETE .f. STRUCT URAL WOOD DETAILS
54 STRUCTURAL NOTES , CONCRETE $ WOOD DETAILS
T l TITLE 24
T2 RESIDENT IAL MANDATORY MEASURES
T3 2022 CALGREEN RES IDENTIAL MANDATORY MEASURES
SQ. I N . OF ATTIC SPACE. PROVIDE THAT 50%

OF REQUIRED VENTILATORS IN THE UPPER

PORTION OF THE ATTIC, (HIGH VENT ING) AT
3'- 0'' ABOVE EAVE VENT WITH THE BALANCE
BEI NG PROVIDED BY EAVE VENTS. (LOW

V ENTING)
ROOF VENTS SHALL BE:

TAPERED LOW- PROFILE COMPOS ITION VE NTS
BY O'HAGIN OREO 72 50. I N. FREE VENT
AREA.

NOTE: PROV IDE A VAPOR RETARDER
HAVING A ONE PERM . MAX

TRANSMISSION RAT E O N THE WARM SIDE

OF THE ATT IC INSULAT ION AT ALL ATTICS
WITH I/ I 50 VEN TILAT ION RATE.

VICINITY MAP ( NTS)
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SITE PLAN
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EXISTING RESIDENCE
710 SQ. FT.

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EXISTING FLOOR PLAN

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TVvO EXISTING 2X4

EXTERIOR GARAGE

WALLS TO REMAIN ALL

OTHER EXTERIOR
WALLS SHAU. 13E NEW
2XG WALLS

EXISTING RESIDENCE
710SQ. FT.
3_G3 __ S_L
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TANDEM GARAGE
) 0-0" CLG. HT.
22'-IIW
PROPOSED ADDiTION AOOVE-
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PROPOSED I ST FLOOR PLAN
BEDROOM 2
8'-0" CLG. HT.
13-'\½ "
BEDROOM 3
8'-0" CLG. HT.
9'-~'
9 '- 1(½"
405_2L.

BEDROOM I
9'-0" CLG. HT.

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30G813AR.N
0 19'-4-i"
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9 '-0" CLG. HT. ii
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8'-0" CLG. HT.

PROPOSED 2ND FLOOR PLAN
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PROJECT DATA
I. PARCEL NO. , 2G9350G7

2. YEAR BUILT , I %0

3. LOT SIZE , 35.25 X I 08.50 ~ 3,824 SF
4 . ZONING , PD - PLANNED DEVELOPMENT

5. 1Yf'E OF CONSTRUCTION , VB
G. LOT COVERAGE ,
(N) TANDEM GARAGE , 444 SF
(E) RE51DENCE , 4G9 SF
PROPOSED ADDITION I ST FLR , GI 5 SF
PROPOSED ADDITION 2ND FLR , I ,014 SF
TOTAL LIVING SPACE I ST FLR. , 2,542 SF
F.A.R. , 2,53G/3,82 4 ~ 0.GG47 OR GG%

7. LIVING SPACE ,
(E) RESIDENCE , 4G9 SF
PROPOSED ADDITION I ST FLOOR , GI 5 SF
TOTAL LIVING I ST FLOOR, I ,084 SF
PROFOSED 2ND FLOOR , I ,014 SF
TOTAL LIVING SPACE 2ND FLOOR, 1,01 4 SF
PROPOSED TOTAL LIVING , 2,098 SF
F.A.R., l,01 4/l,528 ~0.GG3GORGG%

PROPOSED ADDITION
Gl 550. FT.

D ADDITION 1,0 1450 . FT.

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NEWVIN'rl DBL

PANE WINDOW'S W/

BLACK FRAMES
TYP.

F.f.

FRONT ELEVATION

NEW COMPOSITION
ROOF SHINGL.fS T\'f'.

REAR ELEVATION
CLG. T.

I I '-~'
2 ◄ ' • 1½'
1/4" = l '• O"
=

RIGHT ELEVATION
2 ND_S_IORY NEIGHBO&ING
WINDOWS SHALL BE 5 FEET
ABOVE f .f. P:ER PRIVACY
12 3[7'
CODE. - ~-
I /◄ '- 1'·0'
---------lCIJF mp-,==,------'

LEFT ELEVATION
tilEWSOLID
CORrOO ;

WOODDOO R
CLG. T.

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REVISIONS
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SHEET:

EXISTING COMPOSITION
ROOF SHINGLES TYP.

EXISTING VIN'Yt;--+--- 1!1 I 111
WINDO'w'5 TYP.

EXISTING STUCCO
EXTERIOR Fl NISH TYP.
6 '-0"PL. 4'-
m
EXISTINGFLOOR --- ----. ----- - - . -- · ... - ---- ----- ·- - --- - - · - _____ _f_J'4 VENTSTYP-·-----------------------------------

LEFT ELEVATION

EXISTING COMPOSITION
ROOF SHINGL£5 TYP.

EXISTING STUCCO
EXTERIOR FINISH TYP.

RIGHT ELEVATION
114' - 1'- Cf
6'-0" PL. 4'-

EXISTING COMPOS ITION
R.OOF SHINGLES TYP.

EXISTING VIN'rl
WINDOW'S TYP.

EXISTING STUCCO
EXTERIOR FINISH TYP.
m

REAR ELEVATION

EXISTING COMPOS ITION
R.OOF SHINGLES TYP.

EXISTING STUCCO
EXTERIOR FINISH TYP.

EXISTING ALUMINUM

GARAGE DOOR
D D □□

FRONT ELEVATION
6 '-0"Pl.4'-
---+- EXISTING VINYL
WINDOV.-S TYP.
8 '-0" PL <r-
le---l---l--- ~ H r-lEXISTING VINYL

EXISTING SOLID
CORE EXT.

WOOD DOO R
WINDOW'S TYP.

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FRONT ELEVATION PARCEL B FRONT ELEVATION PARCEL A
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REVISIONS
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SHEET:

A6
EXISTING 2X8 HIP TYf'
- ~
EXISTING 2Xb EXTI'RJO
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1442 Agenda Date: 1/9/2024

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Complete Negotiations and Execute an Amendment to the Renewable Energy Purchase and Sale Agreement with Energia Sierra Juarez U.S., LLC, to Purchase Renewable Energy from the Cimarrón Wind Project

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

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), purchases energy to supply residents and businesses within the City of Santa Clara. With the passage of Senate Bill 100 (SB 100), SVP must meet the State of California Renewable Portfolio Standards (RPS) where SVP must procure a specified percentage of its retail sales from renewable energy resources by a particular year.

SB 100 requires local publicly owned electric utilities, like SVP, to procure minimum quantities of electricity products from eligible renewable energy resources: (1) 44% of retail sales by December 31, 2024; (2) 52% of retail sales by December 31, 2027, and (3) 60% of retail sales by December 31, 2030.

To meet this mandate, SVP has diligently sought out renewable energy projects and, over the years, the City Council has approved wind, solar, hydro, and geothermal projects. On June 7th, 2022, the City Council authorized the City Manager to negotiate, approve, and execute a Renewable Energy Purchase and Sale Agreement (Agreement) with Energia Sierra Juarez U.S., LLC (Energia Sierra Juarez), for 300 MWs of renewable energy from the Cimarrón Wind Project located in Baja California, Mexico. In October 2022, the City and Energia Sierra Juarez, finalized and executed this Agreement.

In September 2023, Energia Sierra Juarez notified SVP that delays in the issuance of major permits by Mexican government agencies led to the expiration of their supply and construction agreements resulting in significant cost increases. Based on these cost increases and other issues, Energia Sierra Juarez informed SVP that the Cimarrón Wind Project could no longer be constructed at the current Agreement price. Since then, SVP staff have been working with Energia Sierra Juarez staff to evaluate possible paths forward.

DISCUSSION
In order to move forward with construction of the Cimarrón Wind Project, Energia Sierra Juarez proposed a 37-38% price increase. Energia Sierra Juarez cited many reasons driving the increased costs including delayed Mexican government permitting, inflation, supply chain issues, financing City of Santa Clara Printed on 1/4/2024Page 1 of 3
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24-1442 Agenda Date: 1/9/2024
costs from higher interest rates, higher permitting, construction, labor, and operating costs due to stronger Mexican Peso.

To date, Energia Sierra Juarez has received many of the major permits needed to build the project, including 3 major generation permits (generation, export, and import) from the Mexican Federal Energy Regulatory Commission, federal and local environmental impact assessment permits, land use permits, and a U.S. Department of Energy Presidential permit. Energia Sierra Juarez also executed a Large Generator Interconnection Agreement (LGIA) with the California Independent System Operator (CAISO).

Some additional permits are still needed, including some remaining land use permits expected in mid -2024. Energia Sierra Juarez has secured approximately 90% of the necessary rights-of-way for the project with the remaining rights-of-way to be secured by the first quarter of 2024. Energia Sierra Juarez plans to issue a notice to proceed to commence construction by mid-2024 with the expectation that the project will come online in 2026.

Staff have evaluated alternative options for replacing the energy and renewable products from the Cimarrón Wind Project in the event it did not proceed. After it weighed its options, staff believed an amendment to the Agreement was the best way forward even with the price increase. In its evaluation, staff weighed the current projected value of the energy and project attributes, lack of similar alternative projects on the market, and development timeline.

In return for the increase in price, staff is proposing an amendment to the Agreement to include (1) higher levels of development and performance security; (2) forfeiture of development security for failure to meet milestones; (3) stricter project deadlines; and (4) termination and forfeiture of development security in the event of extended force majeure events; and (5) additional termination provisions in favor for the City if the project fails to move forward.

ENVIRONMENTAL REVIEW
The proposed amendment solely deals with contract pricing, early termination, and increased security requirements and does not propose any change to the Cimarrón Wind Project, therefore, there are no substantial changes to the project or new information of substantial importance which will require subsequent or supplemental environmental review under the California Environmental Quality Act (“CEQA”).

FISCAL IMPACT
The previous price was not expected to exceed $68/MWh during the term of the Agreement. The new proposed price increase will increase the not-to-exceed amount to $93/MWh. The additional cost impact of the new price is approximately $20 to $25 million per year compared to the original agreement. The total Agreement price is approximately $93 million a year. This amount varies depending on the amount of forecasted wind, generation, Renewable Energy Certificates, Resource Adequacy, and other related attributes. Funding for the Agreement is included in the resource and production budget in the Electric Utility forecast.

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

PUBLIC CONTACT
City of Santa Clara Printed on 1/4/2024Page 2 of 3
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24-1442 Agenda Date: 1/9/2024
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
Authorize City Manager to negotiate, approve, and execute a first amendment to the Renewable Energy Purchase and Sale Agreement with Energia Sierra Juarez U.S., LLC, on the terms presented in an amount of approximately $93 million a year, subject to final review and approval as to form by the City Attorney
Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan Grogan, City Manager

ATTACHMENT

1. Renewable Energy Purchase and Sale Agreement with Energia Sierra Juarez U.S., LLC City of Santa Clara Printed on 1/4/2024Page 3 of 3
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Execution Version

RENEW ABLE ENERGY PURCHASE AND SALE AGREEMENT
4165-0693-0992.31
between
The City of Santa Clara
(d/b/a Silicon Valley Power)
and
Energia Sierra Juarez U.S., LLC
Dated: October18, 2022

TABLE OF CONTENTS
Page
ARTICLE l DEFINITIONS AND INTERPRETATION .............................................................. 1 Section l .Ol DEFINITIONS ........................................................................................... I Section 1.02 RULES OF INTERPRETATION ............................................................ 12 ARTICLE II TERM AND INITIAL DELIVERY DATE ........................................................... 13 Section 2.01 EFFECTIVENESS AND TERM ............................................................. 13 Section 2.02 INITIAL DELIVERY DA TE CERTIFICATION ................................... 13 Section 2.03 MILESTONES, REPORTING AND DELAY LIQUIDATED DAMAGES .............................................................................................. 14 Section 2.04 PARTIAL COMPLETION ...................................................................... 15 ARTJCLE lil OPERATIONAL COVENANTS ......................................................................... 16 Section 3.01 DEDICATION OF OUTPUT .................................................................. 16 Section 3.02 INSURANCE ........................................................................................... 16 Section 3.03 BUYER ACCESS RIGHTS .................................................................... 16 Section 3.04 OPERATING STANDARDS .................................................................. 16 Section 3.05 GUARANTEED AVAILABILITY ......................................................... 16 ARTICLE IV PURCHASE AND SALE OF NET ELECTRICAL OUTPUT ............................ 16 Section 4.01 PURCHASE AND SALE ........................................................................ 16 Section 4.02 ENVIRONMENTAL ATTRIBUTES, CAPACITY
ATTRIBUTES, AND RESOURCE ADEQUACY ATTRIBUTES ........ l 7 Section4.03 SCHEDULING COORDINATOR SERVICES ...................................... 19 Section 4.04 BUYER CURT AILMENT ...................................................................... 20 Section 4.05 OUTAGES ............................................................................................... 21 ARTICLE V FORCE MAJEURE ............... , ............................................................................... 22 Section 5.01 FORCE MAJEURE ................................................................................. 22 ARTICLE VI CONTRACT PRICE; GOVERNMENTAL CHARGES; COMPLIANCE CAP ................................................................................................................... 23 Section 6.01 CONTRACT PRICE ................................................................................ 23 Section 6.02 GOVERNMENTAL CHARGES ............................................................. 23 Section 6.03 COMPLIANCE CAP ............................................................................... 23 ARTICLE VII METERING ........................................................................................................ 24 Section 7.01 METERING REQUIREMENTS ............................................................. 24 4165-0693·0992..J I

TABLE OF CONTENTS
( continued)
Page
Section 7.02 METER INACCURACIES AND RETROACTIVE
ADJUSTMENTS ..................................................................................... 24 Section 7.03 RECORDS AND AUDITS ...................................................................... 25 ARTICLE VIII BILLING AND PAYMENT .............................................................................. 25 Section 8.01 BILLING .................................................................................................. 25 Section 8.02 PAYMENT .............................................................................................. 26 Section 8.03 NETTING OF PAYMENTS .................................................................... 26 ARTICLE IX EVENTS OF DEFAULT ...................................................................................... 26 Section 9.01 EVENTS OF DEFAULT ......................................................................... 26 Section 9.02 ADDITIONAL EVENTS OF DEFAULT BY SELLER ......................... 27 Section 9.03 REMEDIES; TERMINATION FOR DEFAULT .................................... 27 ARTICLE X SELLER'S REPRESENTATIONS AND WARRANTIES ................................... 29 Section I 0.01 SELLER'S REPRESENTATIONS AND WARRANTIES .................... 29 ARTICLE XI BUYER REPRESENTATIONS, WARRANTIES & COVENANTS ................. 31 Section 11.01 BUYER'S REPRESENTATIONS AND WARRANTIES ..................... 31 Section 11.02 WAIVER OF SOVEREIGN IMMUNITY .............................................. 31 ARTICLE XII INDEMNIFICATION ......................................................................................... 32 Section 12.01 SELLER INDEMNITY ........................................................................... 32 Section 12.02 BUYER INDEMNITY ............................................................................ 32 ARTICLE XIII SECURITY REQUIREMENTS ........................................................................ 32 Section 13.01 SELLER'S INITIAL SECURITY ........................................................... 32 Section 13.02 SELLER'S CONSTRUCTION PERIOD SECURITY ........................... 32 Section 13.03 SELLER'S DELIVERY TERM SECURITY .......................................... 33 Section 13.04 SELLER LIABILITY .............................................................................. 33 Section 13.05 SELLER LETTER OF CREDIT ............................................................. 33 Section 13.06 BUYER SECURITY ............................................................................... 34 ARTICLE XIV MISCELLANEOUS .......................................................................................... 34 Section 14.01 CONFIDENTIALITY .............................................................................. 34 Section 14.02 AMENDMENTS ..................................................................................... 36 Section 14.03 FORWARD CONTRACT ....................................................................... 36 Section 14.04 TITLE AND RISK OF LOSS .................................................................. 36 II
4165-0693-0992.31

TABLE OF CONTENTS
( continued)
Page
Section 14.05 DISPUTE RESOLUTION ....................................................................... 37 Section 14.06 ASSIGNMENT ........................................................................................ 37 Section 14.07 GOVERNING LAW; DISPUTE RESOLUTION ................................... 37 Section 14.08 NOTICES ................................................................................................. 38 Section 14.09 FURTHER ASSURANCES .................................................................... 39 Section 14.10 RELATTONSHIPOFTHEPARTIES ..................................................... 39 Section 14.11 NO THIRD PARTY BENEFICIARY ..................................................... 39 Section 14.12 COUNTERPARTS .................................................................................. 39 Section 14.13 CHANGE IN ELECTRIC MARKET DESIGN ...................................... 39 Section 14.14 NO DEDICATION OF FACILITIES ...................................................... 40 Section 14.15 WAIVER OF R!GHTS ............................................................................ 40 Section 14.16 SECTION HEADINGS ........................................................................... 40 Section 14.17 GOOD FAITH AND FAIR DEALING; REASONABLENESS ............ 40 Section 14.18 SEVERABILITY ..................................................................................... 40 Section I 4.19 LIMITATION OF LIABILITIES ............................................................ 41 Section 14.20 ENTIRE AGREEMENT .......................................................................... 42 Section 14.21 MOBILE SIERRA ................................................................................... 42 Section 14.22 APPLICABLE LAW REFERENCES ..................................................... 42

EXHIBITS

EXHIBIT A

EXHIBITB

EXHIBITC

EXHIBITD

EXHIBITE

EXHIBITF

EXHIBITG
EXH!BITH

EXHIBIT I

EXHIBIT J

EXHIBITK
4165.0693--0992.l J

FACILITY DESCRIPTION AND LOCATION

CONTRACT PRICE

FORECASTING AND SCHEDULING DETAILS

AVAILABILITY CALCULATIONS

MILESTONE DA TES

INSURANCE REQUIREMENTS

DEEMED GENERA TED ENERGY CALCULATION

FORM OF ATTESTATION

PAYMENT I WIRE INSTRUCTIONS

BUYER NOTICE CONTACTS

SELLER NOTICE CONTACTS
iii

TABLE OF CONTENTS
( continued)

EXHIBIT L INITIAL DELIVERY DATE NOTICE

EXHIBIT M FORM OF LETTER OF CREDIT
IV
4}65-0693-09923 l
Page

RENEW ABLE ENERGY PURCHASE AND SALE AGREEMENT
between
The City of Santa Clara (d/b/a Silicon Valley Energy)
and
Energia Sierra Juarez U.S., LLC

PREAMBLE
This Renewable Energy Purchase and Sale
Agreement (the "Agreement") is made and entered
into this 18th day of October, 2022 (the "Effective Date"), by and between the City of Santa Clara, California, a chartered
California municipal corporation doing business as Silicon Valley Power with
its principal place of business located at 1500 Warburton Avenue, Santa Clara, CA 95050 ("SVP" or "Buyer"), and Energia Sierra Juarez U.S., LLC, a Delaware limited liability company with its principal place of business located at 488 8th Avenue, San Diego, CA 92101
("Seller"). Buyer and
Seller may be referred to individually as a "Party," or collectively as the "Parties." Capitalized terms
in this Agreement shall have the meanings set forth in Article I.

RECITALS

WHEREAS,
A. Seller and its Affiliates are involved in developing on the Site an approximately three hundred (300) megawatt net (measured at the Delivery Point) wind-powered generating facility (the "Facility"), as more particularly described in Exhibit A; B. Seller desires to arrange for sale, and Buyer desires to purchase, on the terms set forth in this Agreement, all of the output of energy from the Facility, and all related Environmental Attributes, Capacity Attributes, and Resource Adequacy Attributes (as each term is defined herein):

C. Buyer and Seller desire to enter into this Agreement to confirm the specific terms and conditions of the purchase and sale of energy and other products from the Facility.

Now, therefore, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
Section 1.01 DEFINITIONS
The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
"Acceptable Security" means Security hereunder in the form of either cash or a Letter of Credit, at Seller's election. If Seller provides cash as Acceptable Security, that cash shall be held in an escrow account pursuant to an agreement with a Qualified Issuer in the form and substance satisfactory to Buyer.
4165-0693-0992.3 l
"Actual Annual Availability" means, for each Contract Year, an amount (expressed as a percentage) calculated as the quotient of (a} the sum of the Available Hours for each of the Wind Turbines comprising the Facility for such Contract Year, divided by (b) the product of the total number of Wind Turbines comprising the Facility and the total number of hours in such Contract Year. An example of such calculation is set forth in Exhibit D, "Adjustment Period" has the meaning set forth in Section 7.02, "Affiliate" means, with respect to a Party, any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such Party. For purposes of this Agreement, "control" means the direct or indirect ownership offifty one percent (51 %) or more of the outstanding capital stock or other equity interests having ordinary voting power,
"Agreed Compliance Costs" has the meaning set forth in Section 6.03, "Agreement" has the meaning set forth in the Preamble.
"Applicable Law(s)" means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority of the United States of America or any other applicable jurisdiction. "Available Hours" means, for each Wind Turbine comprising the Facility for each Contract Year, the aggregate nnmber of hours during such Contract Year that such Wind Turbine is available to produce Energy, as determined by Seller's SCADA system used for reporting availability: provided, that such each Wind Turbine will be deemed to be available to produce Energy during all Excused Periods even if such Wind Turbine is recorded as unavailable in Seller's SCADA system.
"Balancing Authority" means the entity responsible for the reliable planning and operation of the bulk electric system in a defined area. "Balancing Authority Area" means the system of transmission lines and associated facilities that is operated by a Balancing Authority and for which the Balancing Authority has operational control and responsibility for grid reliability of the bulk electric system. "Business Day" means any day except any Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of California are authorized or required by U.S. Applicable Law or other governmental action to close, or days that are NERC Holidays. Unless designated as "Business Days," all daily references in this Agreement shall be to calendar days,
"Buy-Down Damages" has the meaning set forth in Section 2.04(c). "Buyer" has the meaning set forth in the Preamble.
"Buyer Bid Curtailment" has the meaning set forth in Section 4.04(b ). 2 4!65-0693-0992.l l
"Buyer Credit Downgrade" has the meaning set forth in Section 13.05. "CAISO" means the California Independent System Operator, or its successor. "CAISO Tariff' means the California Independent System Operator Corporation, Fifth Replacement FERC Electric Tariff (Open Access Transmission Tariff), as it may be amended, supplemented or replaced (in whole or in part) from time to time. "Capacity Attributes" means any defined characteristics intended to value any aspect of the capacity of the Facility to produce any and all Net Electrical Output under U.S. Applicable Law.
"CEC" means the California Energy Commission.
"CEC Certification" means that the California Energy Commission (or its successor agency) has certified that the Facility is an ERR for purposes of the California Renewables Portfolio Standard and that all Energy produced by the Facility qualifies as generation from an ERR for purposes of the Facility.
"CEC Pre-Certification" means that the California Energy Commission (or its successor agency) has pre-certified that the Facility is an ERR for purposes of the California Renewables Portfolio Standard and that all Energy produced by the Facility qualifies as generation from an ERR for purposes of the Facility.
"Change in Compliance Costs" means any change, amendment, repeal or enactment of any U.S. Applicable Law occurring after the Effective Date which increases Seller's costs, or results in any charges or penalties imposed on Seller above or beyond the costs, charges or penalties, that are expected by Seller as of the Effective Date, for Seller to comply with its obligations under this Agreement relating to the following:
(i) obtaining, maintaining, conveying or transferring to Buyer any of (a) Environmental Attributes, (b) Capacity Attributes, (c) Resource Adequacy Attributes or (d) Energy; or
(ii) the Facility's qualification and certification by the CEC as an ERR, or the Facility's output qualification under the requirements of the California Renewables Portfolio Standard.

Notwithstanding the foregoing, Change in Compliance Costs shall not include the costs, charges or penalties resulting from Seller's sole negligence or bad act,. "Claiming Party" has the meaning set forth in Section 5.01. "Compliance Cost Cap" has the meaning set forth in Section 6.03. "Construction Security" has the meaning set forth in Section 13.02. "Contract Capacity" means the net capacity of the Facility at the Delivery Point. Based on the Expected Nameplate Capacity, and anticipated electrical losses from the Site to the Delivery 3 4165-0693-0992.ll
Point, the Contract Capacity is expected to be three hundred megawatts (300 MW) on the Initial Delivery Date. If the Total Nameplate Capacity as of the Initial Delivery Date is declared by partial completion under Section 2.04, Seller shall by notice to Buyer provide a revised calculation and declaration of the then effective Contract Capacity. "Contract Price" has the meaning set forth in Exhibit B. "Contract Year" means each twelve (12) consecutive month period beginning on the Initial Delivery Date, so that the first Contract Year begins at 12:00 AM Pacific Prevailing Time on (and includes) the Initial Delivery Date and ends at 11 :59 PM Pacific Prevailing Time on (and includes) the day preceding the first anniversary of the Initial Delivery Date, and each successive twelve (12) month period thereafter during the Delivery Term, "Costs" has the meaning set forth in Section 9.03(b)(iv). "CPUC" means the California Public Utilities Commission. "Daily Delay Damages" means an amount equal to (a) the Initial Security amount required hereunder, divided by (b) one hundred eighty (180).
"Day-Ahead Market" has the meaning set forth in the CAISO Tariff. "Deemed Generated Energy" means the quantity of electric energy, expressed in MWh, that Seller reasonably calculates would have been produced by the Facility and made available at the Delivery Point during a relevant measurement period (including during any ramp-down or ramp-up periods). Seller shall calculate the amount of Deemed Generated Energy in accordance with Exhibit G.
"Defaulting Party" has the meaning set forth in Section 9.01. "Deliverability" has the meaning set forth in the CAISO Tariff. "Delivery Point" means SDG&E's East County (ECO) Substation located in southeastern San Diego County, California.
"Delivery Term" means the period of twenty (20) years commencing on the Initial Delivery Date and ending on the last day of the twentieth (20th) Contract Year. "Delivery Term Security" has the meaning set forth in Section 13.03. "EA Agency" means any Governmental Authority of the United States of America that has responsibility for or jurisdiction over a program involving transferability of Environmental Attributes, including, but not limited to, the Clean Air Markets Division of the United States Environmental Protection Agency, the CEC, the CPUC, WREGIS, the California Air Resources Board, and any successor agency thereto.
"Economic Bid" means a CAISO bid that includes quantity (MWh or MW) and price($) for specified trading hours.
4 4165-0693-0992.ll
"Effective Date" has the meaning set forth in the Preamble. "Energy" means electrical energy measured in megawatt-hours (MWh ). "Energy Only Deliverability Status" or "EODS" has the meaning set forth in the CAI SO Tariff.
"Environmental Attributes" means R ECs, and all other current or future credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, named, registered, created, measured, allocated or validated (a) that are at any time recognized or deemed of value (or both) by Buyer, and recognized under U.S. Applicable Law or any voluntary or mandatory program of any other Governmental Authority and (b) that are attributable to (i) generation of electricity by the Facility during the Delivery Term required to be delivered by Seller to Buyer during the Delivery Term and (ii) the emissions or other environmental characteristics of such generation or its displacement of conventional or other types of Energy generation. Environmental Attributes include REC's as well as: (1) any avoided emissions of pollutants to the air, soil or water sueh as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; {2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, pertluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by Applicable Law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; and (3) the reporting rights to such avoided emissions, such as green tag reporting rights. Notwithstanding the foregoing, Environmental Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) tax or similar credits associated with the construction, operation or ownership of the Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, or (iii) emission reduction credits encumbered or used by the Facility for compliance with any U.S. Applicable Law. "ERR or Eligible Renewable Resource" means an Eligible Renewable Energy Resource as defined by California Public Utilities Code Section 399.12 and California Public Resources Code Section 25741, as either code provision is amended or supplemented from time to time. "Event of Default" has the meaning set forth in Section 9.01. "Excused Period(s)" means, for each Wind Turbine at the Facility, those periods in which such Wind Turbine was unavailable or curtailed due to: (a) a System Emergency, (b) curtailment taken by the Transmission Provider, (c) any direction, order or instruction by CAISO or other Governmental Authority (or similar entity) which results in a curtailment of the Facility that is not the result of the fault or negligence of Seller, (d) a Force Majeure Event, (e) any curtailment directed by Buyer or its SC under this Agreement, (f) any Intervention or (g) downtime due to, or the result of (i) a scheduled outage under an Outage Schedule, (ii) weather related conditions such as temperature, wind speed, etc., that are outside of the operating parameters of the Wind Turbines, (iii) any Event of Default, default or negligence by Buyer or (iv) delays in the replacement of damaged or defective Facility equipment due to the unavailability thereof on a reasonably expeditious basis not due to the breach or negligence of Seller. "Expected Initial Delivery Date" has the meaning set forth in Section 2.03(a). 5 4165·0693-0992.31
"Expected Nameplate Capacity" means the projected aggregate nameplate capacity (as of the Effective Date) of the Wind Turbines that will yield a Contract Capacity of 300 MW, which (as of the Effective Date) is approximately 305-3 lO MW; the final Expected Nameplate Capacity will be determined by Seller prior to the NTP Date based on final Facility engineering and notified by Seller to Buyer.
"Facility" means the electricity generation and transmission facilities located on the Site as more paiticularly described in Exhibit A, owned and/or leased by Seller and its Affiliates, together with all materials, equipment, systems, structures, features and improvements necessary to produce and deliver electricity to the Delivery Point. "Facility Meter" means the CAISO certified revenue quality Meter (or Meters) at the Delivery Point, or if not at the Delivery Point, as adjusted by CAISO for deliveries at the Delivery Point.
"Final Completion Date" has the meaning set forth in Section 2.04(a). "Force l\1ajeure" or "Force Majeure Event" means any event or circumstance that is not in the reasonable control of, or the result of the negligence of, the Party claiming Force Majeure, that prevents or delays the ability of such Party from performing oh ligations under this Agreement, and which such Party is unable to overcome or cause to be avoided by the exercise of reasonable due diligence. To the extent meeting the foregoing requirements, Force Majeure shall include (without limitation) riot, insurrection, vandalism, war, mobilization, explosion, strike, civil disturbances, national emergency, fire, flood, earthquake, storm, lightning, tsunami, or other acts of God, backwater caused by flood, act of the public enemy, terrorism, epidemic or pandemic (including COVID-19 or variants), change in Applicable Law, or any action, inaction or delay by any Governmental Authority. Under no circumstances shall the following constitute an event of Force Majeure: (a) either Party's financial incapacity, (h) Seller's ability to sell electric Energy, Capacity Attributes, or Environmental Attributes at a more favorable price or under more favorable conditions or Buyer's ability to acquire electric Energy, Capaci1y Attributes, or Environmental Attributes at a more favorable price or under more favorable conditions or other economic reasons, ( c) Forced Outages to the extent such arc not caused or exacerbated by an event of Force Mf!jeure as described above, ( d) delays or nonperformance of equipment suppliers, except to the extent that such delays or nonperformance were due to circumstances that would themselves constitute Force Majeure, (e) delays in obtaining Facility related permits or approvals from Governmental Authorities due to Seller's breach, negligence or failure to use reasonable efforts, or (f) any other economic bard ship or changes in market conditions affecting the economics of either Party. "Forced Outages" has the meaning given to it in Section 4.05(6 ). "Full Capacity Deliverability Status" or "FCDS" has the meaning set forth in the CAISO Tariff.
"Future Environmental Attributes" has the meaning set forth in Section 4.02(f). "Gains" has the meaning set forth in Section 9.03(b )(iii). 6 4 !65...0693-0992.31
"Good Operating Practice" means any of the practices, methods, and acts engaged in or approved by a significant portion of the electric industry in the United States of America during the relevant time period, or any of the practices, methods, and acts which, in the exercise of reasonable judgment in the light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, and expedition. Good Operating Practice is not intended to be limited to the optimum practice, method, or act, to the exclusion of all others, but rather is intended to include acceptable practices, methods, and acts generally accepted in the industry. "Governmental Approvals" has the meaning set forth in Section 2.02(f). "Governmental Authority" means any federal, state, local, municipal or other government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, having jurisdiction as to the Facility or Parties, their respective assets, or matter in question.
"Governmental Charges" has the meaning set forth in Section 6.02. "Guaranteed Availability" means ninety-two percent (92%). "Independent Engineer" means any of DNV GL, Black and Veatch, A WS Truepower, Leidos, Burns & McDonnell, or any other independent engineer reasonably designated by Seller. "Initial Delivery Date" has the meaning set forth in Section 2.02. "Initial Delivery Date Notice" has the meaning set fmtb in Section 2.02. "Initial Security" has the meaning set forth in Section 13.01. "Initial Synchronization" means the first delivery of Net Electrical Output from the Facility to the Delivery Point ..
"Interconnection Facilities" means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the Transmission System in order to meet the terms and conditions of this Agreement. "Interconnection Facilities Agreement" means an agreement for the Facility with Transmission Provider (and CAISO, if necessary) which allows the Facility to interconnect to the Transmission Provider's transmission system.
"Interest Rate" means, as of any date, the lesser of: (i) the per annum rate of interest equal to the prime lending rate as may from time to time be published in the Wall Street Journal under "Money Rates" on such day ( or if not published on such day on the most recent preceding day on which published) plus two percent {2%); and (ii) the maximum rate permitted by Applicable Law.
"Intervention" means a restriction, prohibition or intervention placed upon the Facility or the use of the Facility by an applicable Governmental Authority with regulatory authority over the 7 4 J 65-0693-0992.31
Facility regarding any "take" of any animal under any Applicable Law related to wildlife protection, which such action, restriction, prohibition or intervention prevents Seller from delivering Renewable Energy in accordance with this Agreement. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit, substantially in the form of Exhibit M, provided from an issuer that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a credit rating of at least (a) "A-", or equivalent from S&P, Fitch, or Moody's, if such entity is rated by at least two of the ratings agencies; or (b) "AA-", or equivalent, from S&P, Fitch, or Moody's, if such entity is rated by only one of the ratings agencies. The foregoing bank shall be known as a "Qualified Issuer." The applicant must bear the costs of all Letters of Credit. "Letter of Credit Default" means with respect to a Letter of Credit, the occurrence of any of the following events:
(a) The issuer of the Letter of Credit fails to comply with or perform its obligations under such Letter of Credit;
(b) The issuer of tbe Letter of Credit disaffirms, disclaims, repudiates, or rejects, in whole or in part, or challenges the validity of, the Letter of Credit; (c) The Letter of Credit fails or ceases to be in full force and effect at any time; (d) The Party providing the Letter of Credit fails to provide an extended or replacement Letter of Credit within twenty (20) Business Days before the Letter of Credit expires or terminates; (e) The issuer of the Letter of Credit becomes Bankrupt; or (f) The issuer has a Letter of Credit Derating event;
provided, no Letter of Credit Default will be treated as having occurred or be continuing in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to a Party in accordance with the terms of this Agreement. "Letter of Credit Derating" means the issuer of a Letter of Credit fails to maintain a Credit Rating of at least (a) "A-", or equivalent, from S&P, Fitch, or Moody's, if such entity is rated by at least two of the ratings agencies; or (b) "AA-", or equivalent, from S&P, Fitch, or Moody's, if such entity is rated by only one of the ratings agencies. "Losses" has the meaning set forth in Section 9.03(b )(ii). "Meter Service Agreement" means a contract with CAI SO for the Facility tbat delineates the terms and conditions for operations and the participation in CAlSO's markets, including requirements for Facility metering and telemetry.
"Meters" means the physical metering devices, data processing equipment and apparatus associated with the meters owned by Seller or Transmission Provider or its designee, and used to 8 determine the quantities of Energy generated by the Facility and to record other related parameters required for the reporting of data to Seller.
"Milestone" has the meaning set forth in Section 2.03(a). "Milestone Action Plan" has the meaning set forth in Section 2.03( d). "Milestone Date" has the meaning set forth in Section 2.03(a). "MW" or "megawatt" means 1,000 Kilowatts AC of electric energy generating capacity. "MWh" means 1,000 kWh AC of electric energy.
"NERC" means The North American Electric Reliability Corporation, or successor organization.
"Net Electrical Output" means the Energy output of the Facility (measured in MWhs) delivered to the Delivery Point, as measured by the Facility Meter. "Net Outstanding Amounts" has the meaning set forth in Section 9.03(b)(v). "NTP Date" means the date on which Seller or its Affiliate delivers a full notice to proceed to the primary EPC Contractor for the Facility. Seller shall provide notice to Buyer of the occurrence of the NTP Date within five ( 5) days thereafter. "Outage" means a physical state in which all or a portion of the Facility is unavailable to provide Energy to the Delivery Point, including any derating or reduction in the capacity of the Facility, whether planned or unplanned.
"Outage Schedule" has the meaning set forth in Section 4.05(a). "Output" means (i) the Contract Capacity and all associated Capacity Attributes and Resource Adequacy Attributes, (ii) the Net Electrical Output and (iii) all Environmental Attributes. "Outside Guaranteed Initial Delivery Date" has the meaning set forth in Section 2.03(a). "Partial Capacity Deliverability Status" or "PCDS" has the meaning set forth in the CAISO Tariff.
"Partial Delay Damages" means partial Daily Delay Damages payable by Seller to Buyer due to Seller achieving the Initial Delivery Date with a Total Nameplate Capacity that is less than the Expected Nameplate Capacity, in accordance with Section 2.04. "Participating Generator Agreement" means a contract with CAI SO for the Facility that delineates the terms and conditions for operations and the participation in CAISO's markets, including requirements for scheduling and operations.
"Participating Transmission Owner" has the meaning set forth in the CAISO Tariff. 9 4165-0693-0992.31
"Party" or "Parties" has the meaning set forth in the Preamble, "Person" means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity,
"QRE" has meaning set forth in Section 4.02 (d).
"Real-Time Market" has the meaning set forth in the CAISO Tariff. "REC" or "Renewable Energy Credit" means a certificate of proof associated with the generation of electricity from an ERR, which certificate is issued through the accounting system established, used or approved by the CEC pursuant to the RPS Program, evidencing that one (I) MWh of Energy was generated and delivered from such ERR Such certificate is a transferable environmental commodity (also known as a "green tag" or "renewable energy certificate") for which the owner of the REC can evidence that it has purchased Energy that is CEC certified. "Resource Adequacy Attributes" means the rights and privileges attached to any generating resource that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any applicable CPUC Decisions (or rulings of CA!SO or any other similar regional entity, as applicable) and shall include any local, zonal or otherwise locational attributes associated with the Facility, all under U.S. Applicable Law.
"RPS Program" or "Renewable Portfolio Standard Program" means applicable California Renewable Portfolio Standard Program laws and rules, including those rules and provisions set forth in the then-current CEC's RPS Guidebook and RPS Eligibility Guidebook. "SCADA" has the meaning set forth in Section 7.0l(b).
"Schedule" or "Scheduling" means the actions of Seller, Buyer and/or their designated representatives, including applicable Transmission Providers, if applicable, of notifying, requesting and confirming to each other and the CAI SO, the quantity of Energy from the Facility to be delivered on any given day or days hereunder during the Delivery Term (and prior thereto as may be applicable to Test Energy) at the Delivery Point, all in the manner contemplated by the CAISO Tariff.
"Scheduling Coordinator " or "SC" means an entity designated by Buyer and certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CA!SO Tariff for the purposes of undertaking the functions specified in "Responsibilities of a Scheduling Coordinator" of the CA!SO Tariff, as amended from time to time.
"SDG&E" means San Diego Gas & Electric Company, a California corporation, "Security" means the Initial Security, Construction Security, andior Delivery Term Security, each in the form of Acceptable Security.
"Seller" has the meaning set forth in the Preamble.
10 4165-0693-0992.31
"Shared Facilities" means the gen-tie lines, transformers, substations, or other equipment, permits, contract rights, and other assets and property ( real or personal), in each case, as necessary to enable delivery of Energy from the Facility to the Delivery Point, that may be used in common with third parties.
"Site" means the real property on which the Facility is located, as described in Exhibit A. "Site Control" means that Seller (or a Seller Affiliate): (a) owns the Site; (b) is the lessee (or has a similar status) of the Site under a lease (or similar instrument); (c) is the holder of a right of-way grant or similar instrument with respect to the Site; or (d) is the managing pa1tner or other person or entity authorized to act in all matters relating to the control and operation of the Site. "System Emergency" means any condition that requires, as determined and declared by CAISO or the Transmission Provider, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the vicinity of or otherwise interconnected to or affecting the Facility, or (iii) to preserve Transmission System reliability.
"Taxes" means all United States and Mexican federal, state and local or other taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the term hereof, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. "Termination Payment" has the meaning set forth in Section 9.03(b)(i). "Test Energy" has the meaning provided in Section 4.01. "Third Party SC" has the meaning set forth in Section 4.03. "Total Nameplate Capacity" means, as of any given date, the sum of the manufacturer's nameplate ratings of all installed Wind Turbines comprising the Facility as of such date. "Transmission Provider" means any entity or entities responsible for the interconnection of the Facility with a Balancing Authority Area or for transmitting Energy on behalf of Seller from the Facility to the Delivery Point, and on behalf of Buyer from the Delivery Point. For avoidance of doubt, as of the Effective Date, the Transmission Provider shall include SDG&E. "Transmission System" means the facilities used for the transmission of electricity in interstate commerce, including any modifications or upgrades made to such facilities, owned or operated by the Transmission Provider or placed under CAJSO's operational control. "U.S. Applicable Law(s)" refers solely to Applicable Law(s) of Governmental Authorities in the United States of America.
"Wind Tnrbine(s)" means each of the wind turbine generating devices powered by the wind that are described on Exhibit A and included in the Facility. l l
4 I 65.()693·0992.3 l
"'\\'REGIS" means the Western Renewable Energy Generation lnfmmation System, or any successor renewable energy tracking system for implementing California's Renewahles Portfolio Standard.

Section 1.02 RULES OF INTERPRETATION
In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference puiposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders;
(c) the words "hereof', "herein", and ''hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; ( d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Article, Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement (including this Agreement), shall mean such document or agreement including any amendment or supplement to, or replacement, novation or modification thereof, hut disregarding any amendment, supplement, replacement, novation or modification made in breach of such document or agreement; (f) a reference to a Person includes that Person's successors and permitted assigns; (g) the terms "include" and "including" mean "include or including (as applicable) without limitation" and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided; (h) references to any statute, code or statutory provision (including Applicable Law) are to he construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires;
(i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term, unless the context otherwise requires;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) the expression "and/or" when used as a conjunction shall connote "any or all of'; 12 4 l 65-0693-0992.31
(1) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Good Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Good Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE II
TERi'\'1 AND INITIAL DELIVERY DATE
Section 2.01 EFFECTIVENESS AND TERM
This Agreement shall become effective on the Effective Date and, unless terminated earlier as provided herein, shall continue in full force and effect until (and shall expire upon} the expiration of the Delivery Term.

Section 2.02 INITIAL DELIVERY DATE CERTIFICATION
Buyer's obligation to purchase the Output from the Facility under this Agreement will commence upon the Initial Delivery Date, provided that Buyer's obligation to purchase Test Energy will commence on Initial Synchronization as described under Section 4.01. The "Initial Delivery Date" is the date identified by Seller in the Initial Delivery Date Notice as the date upon which Seller certifies that all of the conditions (a) through (f) below have been completed or otherwise satisfied. No later than five (5) days following the Initial Delivery Date, Seller will provide a certificate in the form of Exhibit L ("Initial Delivery l)ate Notice") identifying the Initial Delivery Date, executed by the Seller and the Independent Engineer. (a) Wind Turbine generators with a Total Nameplate Capacity of at least ninety percent (90%) of the Expected Nameplate Capacity have been installed, substantially completed and commissioned at the Site and all applicable Facility systems necessary for operation and metering of such Wind Turbine generators are tested and certified, in each case as required by CAISO, including the installation of a Remote Intelligence Gateway (RIG) or equivalent for the purpose of telemetry of real-time data to the CAI SO, as required; (b) All applicable agreements between Seller (or its Affiliates) and CAISO which are required for Seller's performance of this Agreement are signed and delivered, including but not limited to the Interconnection Facilities Agreement, a Participating Generator Agreement, a Meter Service Agreement and any other agreements required by CAISO; (c) All applicable agreements between Seller ( or its Affiliates) and SDG&E as Transmission Provider which are required for Seller's performance of this Agreement are signed and delivered, including the Interconnection Facilities Agreement; 13 4165-0693-0992.3 I
(d) The Facility's electrical interconnection facilities have demonstrated the ability to accept the Contract Capacity;
(e) Seller (with the reasonable participation of Buyer) shall have completed al! applicable WREGIS registration requirements that are reasonably capable of being completed prior to the Initial Delivery Date required to effect Facility registration with WREG!S and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system;
{f) Al! applicable regulatory authorizations, approvals and permits for the commencement of operations of the Facility ("Governmental Approvals") are obtained; and (g) The CEC Pre-Certification for the Facility has been obtained.

Section 2.03 MILESTONES, REPORTING AND DELAY LIQUIDATED DAMAGES (a) Milestones Generally. The Facility's development and construction key milestones are set forth on Exhibit E (each, a "Milestone" and "Milestone Date", as applicable), including for the expected Initial Delivery Date, which is December 31, 2024 {the "Expected Initial Delivery Date"), and Seller's outside guaranteed date for achieving the Initial Delivery Date which is December 31, 2025 (the "Outside Guaranteed Initial Delivery Date").

Subject to Section 2.03(b), Seller shall achieve the Initial Delivery Date on or prior to the Outside Guaranteed Initial Delivery Date.
(b) Extensions of Milestones. Each of the Milestone Dates will be extended (on a day-for-day basis) for the periods of delay resulting from any of the following circumstances:
(i) Force Majeure Events;
(ii) SDG&E's interconnection related facilities required to interconnect the Facility at the Delivery Point and deliver Output are not complete and ready for the Facility to interconnect and deliver Output; or
(iii) Buyer has not made all necessary arrangements to receive the Output at the Delivery Point.

For the avoidance of doubt, any reference herein to any Milestone Date shall be interpreted to mean such Milestone Date as may be extended under this Agreement, whether or not such extension is expressly referenced.
(c) Progress Reports and Prior Notice of Initial Delivery Date. Seller shall provide to Buyer written quarterly progress reports concerning the progress towards completion of the Milestones. In addition, within five (5) business days of the completion of each Milestone, Seller shall provide notice to Buyer (along with any supporting documentation), demonstrating Seller's achievement or satisfaction of the Milestone. Seller shall provide to Buyer additional information concerning Seller's progress towards, or confirmation of, achievement of the Milestones, as Buyer may reasonably request from time to time. Seller shall provide written notice to Buyer no less than thirty (30) days in advance of: (i) the 14 4 l 65-0693-0992.3 l
anticipated date of Initial Synchronization, and (ii) the anticipated Initial Delivery Date, and shall provide Buyer with reasonable written weekly updates thereafter on the status of Seller's progress in achieving the Initial Delivery Date until the week preceding the Initial Delivery Date.
(d) Milestone Action Plans. If Seller misses a Milestone by more than thirty (30) days of its Milestone Date, except as the result of Foree Majeure Event or Buyer Event of Default or other Buyer breach hereunder, Seller shall submit to Buyer, within fifteen (15) Business Days of the end of such thirty (30)-day period following the Milestone Date, a milestone action plan ("Milestone Action Plan"), which wlll describe in detail any delays ( actual or anticipated) beyond the scheduled Milestone Dates, including the cause of the delay, Seller's detailed description of its proposed course of action to achieve the missed Milestone. Subject to the other provisions of this Section 2.03, and subject to Section

9.02(iii), so long as Seller complies with its obligations under this Section 2.03( d), it shall not be a Seller Event of Default or default of Seller's obligations under this Agreement if Seller misses any Milestone Date.
(e) Daily Delay Damages. If Seller fails to achieve the Initial Delivery Date on or before the Outside Guaranteed Initial Delivery Date, then (subject to Section 9.02(iii), but otherwise as a sole and exclusive remedy to Buyer) Seller shall pay to Buyer liquidated damages for each day of such delay, for up to one hundred eighty (180) days maximum, in the amount per day equal to the Daily Delay Damages. Subject to the foregoing one hundred eighty (180) days maximum, the Outside Guaranteed Initial Delivery Date shall be extended on a day-for-day basis for each day that Seller pays Daily Delay Damages.

Section 2.04 PARTIAL COMPLETION
(a) If Seller achieves the Initial Delivery Date with a Total Nameplate Capacity that is less than the Expected Nameplate Capacity, then Seller shall be entitled to a period of twelve (12) months after the Initial Delivery Date to continue installing Wind Turbines and/or performing related work to achieve the Expected Nameplate Capacity. Thereafter, Seller shall provide notice to Buyer upon the substantial completion of installation and commissioning of each additional Wind Turbine until the date (the "Final Completion Date") that is the earlier of(i) the date on which Seller provides notice that it bas completed installation of Wind Turbines and/or performing related work comprising the entire Expected Nameplate Capacity or (ii) the first anniversa1y of the Initial Delivery Date.
(b) If Section 2.04(a) is applicable, then during the period from the Initial Delivery Date until the Final Completion Date, Seller shall pay Buyer Partial Delay Damages each day in an amount equal to the product of (i) the Daily Delay Damages amount multiplied bv (ii) a fraction the numerator of which equals (A) the amount by which the Expected Nameplate Capacity exceeds the Total Nameplate Capacity as of end of such day and (B) the denominator of whicb equals the Expected Nameplate Capacity.
( c) If the Total Nameplate Capacity as of the Final Completion Date is less than the Expected Nameplate Capacity, then Seller shall pay to Buyer as liquidated damages (and as a sole and exclusive remedy) an amount equal to (i) $100,000/MW multiplied by (ii) the amount by which the Expected Nameplate Capacity exceeds the Total Nameplate Capacity on the Final 15 4 l 65~0693-0992.3 l
Completion Date (the "Buy-Down Damages"). In such case, the Expected Nameplate Capacity will automatically and permanently be reduced to equal the Total Nameplate Capacity at such time.

ARTICLE III

OPERATIONAL COVENANTS
Section 3.01 DEDICATION OF OUTPUT
Throughout the Delivery Term, Seller shall dedicate, sell and transfer all Output to Buyer.

Section 3.02 INSURANCE
Seller shall maintain insurance as specified in Exhibit F of this Agreement.

Section 3.03 BUYER ACCESS RIGHTS
With reasonable prior notice, Buyer shall have the right of access, at its expense, to visit the Facility at reasonable hours for purposes reasonably connected with this Agreement: provided that Buyer (and its employees and agents) shall comply with all site, health and safety requirements notified by Seller, such visits shall not interfere with the operations of the Facility, and Buyer shall indemnify and hold Seller harmless from and against any liabilities, damages, claims, actions and expenses arising out of or connected with Buyer's visit.

Section 3.04 OPERATING STANDARDS
Throughout the Delivery Term, Seller shall operate or cause the Facility to be operated in accordance with all applicable (a) CAISO agreements, tariffs and standards, (b) SDG&E agreements and standards, ( c) Governmental Approvals, ( d) Good Operating Practices and ( e) Applicable Laws. Without limiting the foregoing, Seller shall comply with all applicable requirements of NERC and WECC relating to the Facility, including those related to safety, construction, ownership and operation of the Facility.

Section 3.05 GUARANTEED AVAILABILITY.

Subject to the terms and conditions of this Agreement, Seller guarantees that, starting with the second Contract Year, the Actual Annual Availability of the Facility in each Contract Year shall be no less than the Guaranteed Availability, all in accordance with and subject to Exhibit D.

ARTICLE IV

PURCHASE AND SALE OF NET ELECTRICAL OUTPUT
Section 4.01 PURCHASE AND SALE
Throughout the Delivery Term, Seller shall sell and deliver to Buyer at the Delivery Point, and Buyer shall purchase, receive at the Delivery Point, and pay for, all Net Electrical Output, along with all other Output, as measured by the Facility Meter. From Initial Synchronization through the Initial Delivery Date, Seller may deliver, and Buyer shall purchase, receive at the Delivery Point, and pay for, all Net Electrical Output produced by the Facility (the "Test Energy") that 16 4 !65-0693-0992.J l
qualifies for Renewable Energy Credits. For avoidance of doubt, Seller shall retain any and all present or future (whether known or unknown) U.S. or Mexican state and federal production tax credits, investment tax credits and any other tax credits that are or will be generated by or associated with the Facility.
(a) Seller shall arrange and be responsible for all costs, fees and penalties assessed by, and all associated requirements of, CA!SO, SDG&E or any other applicable transmission provider or Balancing Authority to deliver the Net Electrical Output up to the Delive1y Point, including all costs associated with metering and telemetry. (b) Buyer shall arrange and be responsible at its own expense for all scheduling and transmission service of Net Electrical Output at and from the Delivery Point, including all associated requirements ofCAlSO, SDG&E or any other applicable transmission provider or Balancing Authority to schedule and receive the Net Electrical Output at and from the Delive1y Point, and including any transmission Outages or curtailment at and from the Delivery Point. Buyer shall be responsible and liable for any and all costs (including scheduling and transmission congestion costs), penalties, charges and losses arising at and from the Delivery Point, including any transmission losses from the Delivery Point and any CAISO imbalance charges (including, but not limited to, energy charges) assessed based on imbalances between scheduled output and actual output; provided, that Seller shall be responsible for CAI SO penalties resulting from Seller's failure to curtail when required in accordance with the terms of this Agreement.

Section 4.02 ENVIRONMENTAL ATTRIBUTES, CAPACITY ATTRIBUTES, AND RESOURCE ADEQUACY ATTRIBUTES.

Throughout the Delivery Term, Seiler shall transfer to Buyer, and Buyer shall receive from Seller, all rights, titles, and interest in and to the Environmental Attributes, Capacity Attributes and Resource Adequacy Attributes as a component of the Output purchased by Buyer from Seller hereunder. Seller agrees to transfer and make such Environmental Attributes, Capacity Attributes and Resource Adequacy Attributes available to Buyer to the fullest extent allowed by U.S.

Applicable Law upon Seller's production or acquisition of the Environmental Attributes, Capacity Attributes and Resource Adequacy Attributes. Seller agrees that the Contract Price is the full compensation for all Energy, Environmental Attributes, Capacity Attributes and Resource Adequacy Attributes.
(a) No Assignment. Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of any portion of the Environmental Attributes, Capacity Attributes and Resource Adequacy Attributes to any Person other than Buyer.
(b) RPS Compliance.

As soon as is reasonably possible following the Initial Delivery Date, Seller shall obtain CEC Certification for the Facility and, thereafter, Seller shall use commercially reasonable efforts to ensure that the Facility maintains ERR status throughout the remainder of the term of this Agreement. Seller shall cooperate reasonably with Buyer and provide such certifications or attestations to Buyer as are reasonably necessary to verify that all Environmental Attributes attributable to the Energy have been transferred to Buyer. 17 4165-0693~0992J I
( c) Reporting Rights. Seller shall not report to any Person that the Environmental Attributes, Capacity Attributes and Resource Adequacy Attributes granted hereunder to Buyer belong to anyone other than Buyer, and Buyer may report under any program that such attributes purchased hereunder belong to it.
( d) Attestation and Transfer of RECs. Seller shall register and participate in WREGIS ( or any successor renewable energy credit tracking system utilized by the CEC), and shall provide Buyer Renewable Energy Credits for all Net Electrical Output via WREGIS. Seller shall be responsible for complying, at its own expense, with requests for information associated with WREGIS and/or another entity, if any, that Buyer uses to verify its renewable energy purchases and that requires registration, inspections, certification or other evidence of the capability of the Facility to produce Environmental Attributes or evidence of the quality and/or quantity of such Environmental Attributes produced. Seller shall be responsible for acquiring and arranging a Qualified Reporting Entity (QRE) and any applicable QRE agreements. Seller shall document the production of Environmental Attributes under this Agreement by delivering with each invoice to Buyer an attestation for Environmental Attributes produced by the Facility and purchased by Buyer in the preceding calendar month, and ensuring the Environmental Attributes are available in Buyer's WREGIS account. On or before March 31st of each year following a Contract Year (but in any event consistent with WREGIS rules) Seller shall document the transfer of Environmental Attributes to Buyer under this Agreement by delivering to Buyer an attestation for Environmental Attributes transferred under this Agreement in the preceding Contract Year. The form of attestation is set forth as Exhibit H. Such form of attestation shall from time to time be updated or changed by the Parties as necessary to ensure that Buyer receives full and complete title to, and the ability to record with any EA Agency as its own, all of the Environmental Attributes purchased hereunder. (e) Documentation. At Buyer's request, the Parties, each at their own expense, shall execute all such documents and instruments in order to effect the transfer of the Environmental Attributes specified in this Agreement to Buyer, as Buyer may reasonably request, except that Seller shall be solely responsible for all of its own costs associated with participation in WREGIS ( or its successor), including but not limited to obtaining and maintaining an account, reporting, and creation and transfer fees associated with delivery of the RECs to Buyer. Upon notification by an EA Agency that any transfers of Environmental Attributes contemplated by this Agreement will not be recorded, the Parties shall promptly cooperate in taking all reasonable actions necessary so that such transfer can be recorded. Each Party shall promptly give the other Party copies of all documents it submits to the EA Agency to effectuate any transfers.
(f) Future Environmental Attributes.
(i) The Parties acknowledge and agree that new Environmental Attributes may be recognized after the Effective Date ("Future Environmental Attributes"). In such event, Buyer shall notify Seller in writing of its interest to receive such Future Environmental Attributes. Seller shall deliver to Buyer a good faith estimate of additional costs ("FEA Additional Cost Estimate") associated with the transfer, qualification, verification, registration and ongoing compliance for such Future 18 4165-0693-0992.31
Environmental Attributes. Prior to Seller incurring the FEA Additional Cost Estimate, and following receipt of FEA Additional Cost Estimate by Buyer, Buyer shall notify Seller in writing ("FEA Notice") of its desire to acquire the Future Environmental Attributes at such cost. Upon Seller's receipt of the FEA Notice, such Future Environmental Attributes shall be transferred by Seller to Buyer pursuant to the terms and conditions set forth in this Agreement at no additional increase in the Contract Price; provided, that Buyer shall be responsihle for the actual additional costs of the Future Environmental Attributes. If the actual additional costs of the Future Environmental Attributes exceed FEA Additional Cost Estimate by more than ten percent ( I 0% ), Buyer shall have the right to notify Seller in writing of its election not to purchase such Future Environmental Attributes, and Seller shall not be required to incur any new additional costs. For the avoidance of doubt, Buyer shall remain liable to Seller for all costs incurred to purchase such Future Environmental Attributes during the period commencing from Seller's receipt of the FEA Notice to Seller's receipt of Buyer's notice to not purchase such Future Environmental Attributes.
(ii) The Parties agree to negotiate in good faith farther agreements and documentation necessary to effectuate the transfer of such Future Environmental Attributes prior to any such transfer, including agreement with respect to (i) appropriate transfer, delivery and risk of loss mechanisms, and (ii) appropriate allocation of any additional costs, as set forth above;providedthat the Parties acknowledge and agree that (x) such terms are not intended to alter the other material terms of this Agreement and (y) this Agreement will remain in foll force and effect notwithstanding any such negotiations.
(iii) In no event shall Seller take actions with respect to any Future Environmental Attributes that Buyer may elect not to receive that would diminish the value or quantity of Environmental Attributes, including RECs, Buyer is entitled to under this Agreement
Section 4.03 SCHEDULING COORDINATOR SERVICES
Buyer shall provide (or cause to be provided), at its own expense. all Scheduling Coordinator services for the Facility. Seller agrees to sign and deliver any documentation reasonably necessary to (i) designate Buyer or its designee as Scheduling Coordinator for the Facility and (ii) allow Buyer or Buyer's designee to perform its various Scheduling Coordinator duties, including scheduling output from the Faeility in aecordanee with CAISO's Tariff. Buyer reserves the right to substitute another entity ("Third Party SC") as Scheduling Coordinator for the Facility upon reasonable advance notice to Seller, provided that Buyer shall he responsible for all acts and omissions of any Third Party SC and for all costs, charges and liabilities incurred by Third Party SC to the same extent that Buyer would be responsible under this Agreement for such acts, omissions, costs, charges and liabilities if taken, omitted or incurred by Buyer directly. Buyer and Third Party SC shall comply with all obligations as Scheduling Coordinator for the Facility under the CAISO Tariff and shall conduct all scheduling in full compliance with the terms of this 19 4165-0693-0992.31
Agreement, all U.S. Applicable Laws, and all CAISO requirements (including the CA!SO Tariff).

All Facility Scheduling shall be performed consistent with Exhibit C.

Section 4.04 BUYER CURT AILMENT
(a) Buyer Discretionary and Economic Curtailments. Buyer shall have the right to curtail deliveries of Net Electrical Output and associated Environmental Attributes at any time and for the duration specified by Buyer in accordance with this Section 4.04, consistent with the CA!SO tariff. Buyer will retain ability in its discretion to cause curtailment of the output of the Facility (i) by submitting Economic Bids that result in less than the full forecasted Facility output being scheduled or dispatched into the CAISO market or (ii) for any other reason in Buyer's discretion by notice to Seller in accordance with procedures mutually agreed by Buyer and Seller consistent with CAISO rules and practices. Seller will curtail the Facility consistent with the foregoing. Buyer will pay Seller for all resulting curtailed amounts in accordance with Section 4.04(b ). Buyer will not pay for any curtailed Net Electrical Output instructed by the CAISO verbally or electronically arising out of reliability or similar curtailments and that are not the result of a reduction in output caused by an Economic Bid, Buyer discretionary curtailment instruction or other Buyer Bid Curtailment, and Seller assumes all financial risk therefor. If Seller does not comply with any CAISO Schedule or dispatch instruction arising from a Buyer Economic Bid, then Seller shall be responsible for any negative CAISO market pricing amounts related to the portion of generation that exceeds that directed in such CAISO Schedule.

Subject to any further procedures mutually agreed by Buyer and Seller consistent with CAISO rules and practices, Buyer shall provide notice by telephone and e-mail ( or any other means mutually agreed upon by the Parties from time to time) to Seller of Buyer's request for discretionary curtailments under this Section 4.04 and Seller shall comply with such request within the maximum time permitted by the CAISO Tariff, subject to Good Operating Practices (including the operational limitations of the Facility). (b) Deemed Generated Energy. All Energy curtailed by Buyer under Section 4.04(a), and all Energy subject to Buyer Bid Curtailment, shall be treated hereunder as giving rise to Deemed Generated Energy. Buyer shall for each month pay to Seller the product of the Contract Price multiplied by all such Deemed Generated Energy in such month (including during ramp-up and ramp-down periods). For purposes hereof, "Buyer Bid Curtailment" means that Seller curtails or otherwise reduces the amount of Net Electrical Output from the Facility as a result of a failure to obtain a CAISO Schedule ( or obtains a Schedule for less than the full potential Net Electrical Output) as a result of the manner in which Buyer ( or its Scheduling Coordinator) bids or submits ( or fails to bid or submit) an offer, bid or schedule into the CAISO market, including where Buyer submits an Economic Bid that is not accepted.
( c) Curtailment Equipment. Seller shall use commercially reasonable efforts to develop procedures to install equipment and to respond to CAISO curtailment instructions and shall, in accordance with CAI SO protocols and Good Operating Practices, and subject to appropriate ramp rates and the terms of this Agreement, respond to any instructions from the CAISO and reduce generation at the Facility based on such instructions from the CAISO.
20 4165-069)-0992.31
( d) Curtailment Payments. For avoidance of doubt, Buyer is not responsible to pay Seller for any Net Electrical Output prevented from being generated or delivered to the Delivery Point by curtailments instructed by the CAISO or the Transmission Provider arising out of reliability or similar curtailments ( other than curtailments described in Section 4.04(a) or 4.04(b )).

Section 4.05 OUTAGES
(a) Scheduled Outages. No later than sixty (60) days prior to the anticipated Initial Delivery Date, and for each calendar year thereafter, no later than one hundred twenty (120) days prior to the deadline for providing the CAISO Resource Adequacy filings and proposed maintenance outages for the following year as described in the CAISO Tariff, Seller shall provide Buyer and the Scheduling Coordinator with its non-binding written projection of the scheduled outages ("Outage Schedule") for the succeeding calendar year. Within ten (10) Business Days after its receipt of the Outage Schedule, Buyer shall notify Seller in writing of any reasonable request for changes to the Outage Schedule. If Buyer fails to provide such notice within the prescribed period, Buyer shall be deemed to have approved the Outage Schedule. If Buyer requests changes to the Outage Schedule, it shall suggest alternative dates in writing to Seller. If Seller can accommodate such alternate dates within accepted electrical practices and the operating requirements of the Facility, such alternate dates shall be accepted, otherwise Seller's proposed Outage Schedule shall remain unchanged. Seller may make reasonable requests to change the approved Outage Schedule. If Buyer can accommodate such alternate dates, or if the alternate dates are imposed on Seller by CAISO and/or SDG&E under any rights CAlSO or SDG&E may have, such dates shall be accepted. In addition, Seller shall cooperate in good faith with maintenance scheduling requests by Buyer consistent with Good Operating Practice.

Notwithstanding the process described herein for coordination of the Outage Schedule between Buyer and Seller, both Buyer and Seller acknowledge that all scheduled outages submitted to the CAISO may be accepted or rejected by the CAISO as described in the CAISO Tariff. In the event the CAISO rejects a scheduled outage request submitted by Seller, Buyer and Seller agree to cooperate in good faith to timely coordinate and develop a revised final Outage Schedule to account for any scheduled outages that are not approved by the CAISO in accordance with the CAISO Tariff. The Outage Schedule shall include information concerning all projected scheduled outages during the relevant period, including (A) the anticipated start and end dates of each scheduled outage; (B) a description of the maintenance or repair work to be performed during the scheduled outage; and (C) the anticipated MW of operational capacity, if any, during the scheduled outage. Seller shall use commercially reasonable efforts to notify Buyer and its Scheduling Coordinator of any change in the Outage Schedule seventy-five (75) days prior to first day of the calendar month of the originally-scheduled date of the scheduled outage, but in no event shall Seller notify Buyer later than sixty-five (65) days prior to the first day of the month of the originally-scheduled date of the scheduled outage. Seller shall use commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of scheduled outages. Scheduled outages shall not take place during the months of July, August or September unless such scheduled outages are for planned transmission outages or necessary pursuant to Good Operating Practices. In the event of a System Emergency, Seller shall use commercially reasonable efforts to 21 4165-()693-0992 31
reschedule any scheduled outage previously scheduled so that it does not occur during the System Emergency. In addition, Seller shall use commercially reasonable effo1ts to coordinate scheduled outages to occur within a single calendar month period. (b) Farced Outages. "Forced Outages" means any unplanned Outage. (i) Forced Outages in excess of IO MW shall be reported by Seller to Buyer within twenty (20) minutes of such outages or such longer time as may be required in the case of emergency.
(ii) Notice by Seller to Buyer of a Force-d Outage shall include the reason for the Forced Outage (if known), expected duration of the Forced Outage, and the capacity reduction.
(iii) Seller shall take reasonable action consistent with Good Operating Practice to avoid implementing Forced Outages that could negatively impact the Capacity Attributes or Resource Adequacy Attributes of the Facility.
(c) Outage Notification. Seller shall notify Buyer of any Outage not previously scheduled as soon as practicable after the condition becomes known to Seller. Changes, additions, or modifications will be processed as planned and/or forced outages pursuant to CA!SO and/or SDG&E protocols and timelines. At a minimum, Seller shall follow all CA!SO and/or SDG&E outage coordination protocols.
(d) Notices. All Outage Schedules and other schedules and notices relating to Outages are to be submitted to Buyer by phone or email to the contacts listed in Exhibit J.

Section 5.01 FORCE MAJEURE

ARTICLE V

FORCE MAJEURE
To the extent either Party is delayed or prevented by a Force Majeure Event from carrying out, in whole or part, its obligations under this Agreement, and such Party (the "Claiming Party") gives notice and details of the Foree Majeure Event to the other Party as soon as reasonably practicable, but in any event within twenty (20) Business Days after the Claiming Party obtains actual knowledge of the Force Majeure Event, then the Claiming Party shall be excused from the performance of its obligations (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure) until delays caused by such Force Majeure Event have passed or has been cured by the actions of the Parties or a third-party. The Claiming Party shall use commercially reasonable efforts to remedy or overcome the Force Majeure Event. In the event a Foree Majeure extends for more than eighteen (18) consecutive months and materially adversely affects a Party's ability to perform its obligations hereunder, either Party may terminate this Agreement on notice, which shall be effective five (5) Business Days after such notice is provided. Upon any such termination, neither Party shall have any liability to the other Party (excluding accrued liabilities as of such date), and Buyer shall promptly 22 4165•0693·0992.ll
return to Seller any Security then held by Buyer, less any amounts previously drawn in accordance with this Agreement.

ARTICLE VI
CONTRACT PRICE; GOVERc~MENTAL CHARGES; COMPLIANCE CAP
SeL-tion 6.01 CONTRACT PRICE
Buyer shall pay to Seller the Contract Price, as indicated in Exhibit R (i) for each MWh of Deemed Generated Energy, and (ii) for each MWh of Net Electrical Output metered and delivered under this Agreement and for which Seller has satisfied its obligations hereunder (as applicable) with respect to Environmental Attributes, Capacity Attributes and Resource Adequacy Attributes associated with such Net Electrical Output. Buyer shall pay to Seller 75% of the Contract Price for each MWh of Test Energy metered and delivered under this Agreement.

Section 6.02 GOVERNMENTAL CHARGES
Seller shall pay or cause to be paid all Taxes imposed by any Governmental Authority ("Governmental Charges") on or with respect to the Output (including Deemed Generated Energy) arising prior to the Delivery Point. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Output (including Deemed Generated Energy) at and from the Delivery Point (other than Taxes based on or measured by Seller's income related to the sale of the electricity, which Taxes are, therefore, the responsibility of the Seller). In the event Seller is required by Applicable Law to remit or pay Governmental Charges which are Buyer's responsibility hereunder, Buyer shall promptly reimburse Seller for such Governmental Charges.

If Buyer is required by Applicable Law to remit or pay Governmental Charges which are Seller's responsibility hereunder, Buyer may deduct the amount of any such Governmental Charges from the sums due to Seller under this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Law.

Section 6.03 COMPLIANCE CAP
Seller shall deliver written notice to Buyer as soon as reasonably possible after obtaining actual knowledge of any change, amendment, repeal or enactment of U.S. Applicable Law which results in the occurrence of any Change in Compliance Costs, which notice shall describe in reasonable detail the Change in Compliance Costs, its effects on Seller or the Facility, and the additional costs, charges or penalties associated with remedial measures or imposed on Seller or other expenses to be undertaken with respect to Seller or the Facility. Subject to Section 4.02(t)(i), Seller shall pay all such costs up to a maximum of Twenty-Five Thousand Dollars ($25,000) per Contract Year and Two Hundred Fifty Thousand Dollars ($250,000) in aggregate over the entire term hereof (such amounts, the "Compliance Cost Cap"). In the event that Seller anticipates the need to incur any costs or expenses, or anticipates the imposition of any charges or penalties, in excess of the Compliance Cost Cap, Seller shall have no responsibility to pay such costs, expenses, charges or penalties, and Seller shall submit an invoice to Buyer for such costs, expenses, charges or penalties.

Buyer shall have thirty (30) days to evaluate such notice, and shall, by the end of such period, either (i) agree to reimburse Seller for all or some of the costs that exceed the Compliance Cost Cap, or (ii) waive Seller's obligation to take such actions, or any part thereof for which Buyer has not agreed to reimburse Seller and, in either case, Seller shall not be in default under this 23 4165-0693-0992.3 l
Agreement for failure to satisfy any U.S. Applicable Law or provision hereof related to such Change in Compliance Costs. In the event Buyer agrees to reimburse Seller pursuant to clause (i) in the foregoing sentence, then Seller shall take such actions for which Buyer has agreed to reimburse Seller its costs, expenses, charges or penalties ("Agreed Compliance Costs"), and Buyer shall pay to Seller the Agreed Compliance Costs (i) for any capital expenditures, in advance of Seller's expenditure of such costs or (ii) for all other costs, on a monthly basis pursuant to the invoicing and payment procedures under Article VIII.

ARTICLE VII

METERING
Section 7.01 METERING REQUIREMENTS
(a) Meters. The transfer of all Net Electrical Output from Seller to Buyer shall be measured by the Facility Meter. The Facility Meter shall be selected, provided, installed, owned, maintained and operated at Seller's sole cost and expense, by Seller or Transmission Provider or its designee in accordance with the CAISO Tariff. Seller shall exercise reasonable care in the maintenance and operation of the Facility Meter, and shall test and verify the accuracy at least annually. Seller shall inform Buyer in advance of the time and date of these tests, and shall permit Buyer to be present at such tests and to receive the results of such tests. The Facility shall have a Facility Meter that is dedicated to the Facility, provided that the Parties acknowledge and agree that the Facility may otherwise include certain Shared Facilities.
(b) SCAD A. Seller shall install and maintain all equipment and data circuits necessary to determine and transmit real time supervisory control and data acquisition ("SCADA") system data and real time data from Facility Meter to the CAISO. Seller shall provide to Buyer a copy of each certificate of compliance issued by CAI SO, if any. ( c) Access by Buyer. Buyer, at its discretion, shall be provided access to all monitored SCADA points to be used for real time monitoring.
( d) CAISO Requirements. Seller shall submit to the CAI SO, or allow the CAISO to retrieve, any meter data required by the CAISO related to the Facility and its Output in accordance with the CAISO's settlement and billing protocol and meter data tariffs. Seller shall authorize Buyer, as part of Buyer's Scheduling Coordinator services, to view the Facility's CAlSO on-line meter data by identifying Buyer as an authorized user with "read only" privileges.

Section 7.02 METER INACCURACIES AND RETROACTIVE ADJUSTMENTS If a Meter fails to register, or if the measurement made by a Meter is found upon testing to be inaccurate by an amount exceeding plus or minus one percent (1 %), an adjustment shall be made correcting all measurements made by the inaccurate or defective Meter during the Adjustment Period. If the Parties are unable to agree on the amount of the adjustment to be applied to the thirty-six (36) months immediately preceding the discovery of such failure or inaccuracy (the "Adjustment Period"), the amount of the adjustment shall be determined: (i) by correcting the error if the percentage of error is ascertainable by calibration, tests or mathematical calculation, or 24 4165-0693-0992.31
(ii) if not so ascertainable, by estimating on the basis of the deliveries under similar conditions during periods when the Meter was registering accurately. Upon the determination of the amount of any adjustment and upon acceptance of such adjustment by the CAI SO, if applicable, Buyer shall pay to Seller any additional amounts then due for deliveries of Output during the Adjustment Period at such time as other payments are due for the billing period in which the determination is made, or Buyer shall be entitled to a credit against the next subsequent payments due for the deliveries of Output, whichever case is applicable. The Parties agree to abide by protocols under the CAI SO Tariff for handling Meter inaccuracies, which shall take precedence over the foregoing.

Section 7.03 RECORDS AND AUDITS
Seller and Buyer shall each keep complete and accurate records and all other data required by each Party for the purposes of proper administration of this Agreement, including such records as may be required by state or federal regulatory authorities. To facilitate payment and verification, Seller and Buyer shall keep all books and records necessary for billing and payments and grant the other Party reasonable access to those records for a period not to exceed seven (7) years. Seller and Buyer, at their own expense, shall have the right to audit and to examine the billing and operating records and data kept by the other Pa1ty relating to the transactions under, and the administration of, this Agreement at anytime during normal business hours throughout the term of this Agreement and for two (2) years thereafter. All such records and data shall be maintained by each Party throughout the term of this Agreement and for a period of not less than two (2) years following the tennination hereof. All such audits and examinations shall be conducted upon reasonable notice and during normal business hours.

Section 8.01 BILLING

ARTICLE VIII

BILLING AND PAYMENT
(a) The calendar month shall be the standard period for all payments under this Agreement.

Seller shall provide to Buyer on or before the tenth (10th) day of each calendar month starting from the second (2nd) month of the first Contract Year or, if applicable, the calendar month following the first calendar month in which Test Energy is delivered by Seller to Buyer an invoice based upon (i) the Energy produced and delivered to the Delivery Point in such previous calendar month, (ii) any Deemed Generated Energy for such month, (iii) any Agreed Compliance Costs relevant to such previous month and (iv) any other relevant amounts hereunder.
(b) Disputes over Invoice. Should either Seller or Buyer determine at a later date, but in no event later than twelve (12) months after the original invoice date, that the invoice amount was incorrect, that Party shall promptly notify the other Party of the error. In the event that an invoice or po1tion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment in reasonable detail. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment (along with interest accrued at the Interest Rate from, and including, the due date to, but excluding the 25 4165-D69J-0992J l
date paid) shall be either (i) made within ten (I 0) Business Days of such resolution or (ii) netted against other amounts due to the owing party (if any) and invoiced in accordance with the other provisions of this Article VIII. Inadvertent and undisputed overpayments by Buyer shall be returned upon request or deducted by Seller from subsequent payments, with interest accrued at the Interest Rate from, and including, the date of such overpayment to, but excluding the date repaid or deducted by, Seller. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 8.0l(b) within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived. Failure of Buyer or its agent to withhold any payment amount is not a waiver of Buyer's right to challenge such amount.

Section 8.02 PAYMENT
(a) Subject to Section 8.0l(b), all invoices under this Agreement shall be due and payable on the twentieth (20th) day of the month in which the invoice was received or (y) the fifteenth (I 5th) day after receipt of the invoice, whichever is later or, if such day is not a Business Day, then on the next Business Day. Each Paiiy shall make payments by electronic funds transfer as set forth in Exhibit I, or by other mutually agreeable method(s), to the account designated by the other Party.
(b) Late Payments and Interest Rate. Payments made after the due date shall be considered late and shall bear interest on the unpaid balance at an annual rate equal to the Interest Rate. Interest shall be computed on the basis of a three hundred sixty-five (365) day year.

Section 8.03 NETTING OF PAYMENTS
The Parties hereby agree that they shall discharge debts and payment obligations due and owing to the other on the same date through netting, in which case all undisputed amounts owed by each Party to the other for the purchase and sale of Output during any monthly billing period under this Agreement, including any related damages, interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

ARTICLE IX

EVENTS OF DEFAULT
Section 9.01 EVENTS OF DEFAULT
An "Event of Defanlt" shall mean, with respect to a Party (the "Defaulting Party"), the occurrence of any of the following:
(a) The failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within five (5) days after receipt of written notice from the other Party, or to post and/or maintain the Security, if such failure is not remedied within fifteen (15) days after receipt of written notice from the other Party; 26 4165-0693-0992.31
(b) The failure to perform any other material covenant or material obligation set forth in this Agreement (except to the extent constituting a separate Event of Default hereunder), if such failure is not remedied within thirty (30) days (or such longer period as may be reasonably required to remedy such failure, not to exceed an aggregate period of one hundred twenty (120) days) after receipt of written notice from the non-Defaulting Party; (c) Any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made, if such breach is not remedied within thirty (30) days ( or such longer period as may be reasonably required to remedy such breach, not to exceed an aggregate period of one hundred twenty (120) days) after receipt of written notice from the non-Defaulting Party;
(d) A Party becomes bankrupt, or an involuntary proceeding is initiated and approved as properly filed against the Party under bankruptcy or insolvency laws, which involuntary proceeding remains undismissed or unstayed for ninety (90) consecutive days; or (e) Such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party.

Section 9.02 ADDITIONAL EVENTS OF DEFAULT BY SELLER
Subject to the cure periods in Section 9.0l(b) above, the following shall each constitute an Event of Default by Seller:
(i) Seller Schedules and/or delivers to Buyer Output from a resource other than the Facility;
(ii) During the Delivery Term, except during any periods in which Seller has suspended performance pursuantto Section 9 .03( a )(iii) as a remedy for an Event of Default by Buyer, Seller sells or transfers any portion of the Output to any Person other than Buyer.
(iii) Seller fails to achieve the Initial Delivery Date on or before the Outside Guaranteed Initial Delivery Date {as such Outside Guaranteed Initial Delivery Date is extended pursuant to Section 2.03).

Section 9.03 REMEDIES; TERl\.UNATION FOR DEFAULT
(a) Remedies. ln the event the Defaulting Party fails to cure a potential Event of Default within the applicable period for curative action under Sections 9.01 or 9 .02, as applicable, the non-Defaulting Party shall have the following rights:
(i) to send notice, designating a day, no earlier than the day such notice is deemed to be received and no later than twenty (20) days after such notice is deemed to he 27 4165-069H992.ll
received, as an early termination date of this Agreement that terminates this Agreement and ends the Delivery Term effective as of such designated date; (ii) to collect as liquidated damages the Termination Payment, as calculated m accordance with Section 9.03(b) below;
(iii) to suspend performance (subject to Section 9.03(c)); and (iv) to exercise any other right or remedy available at law or in equity, except to the extent such remedies are expressly limited under this Agreement; provided, payment by the Defaulting Party of the Termination Payment, as applicable, shall constitute liquidated damages and the non-Defaulting Party's sole and exclusive remedy for any Agreement termination and the Event of Default related thereto. (b) Termination Payment. Upon termination of the Agreement following an uncured Event of Default, the non-Defaulting Party shall calculate, in a commercially reasonable manner, the Termination Payment as of the effective date of termination. As soon as practicable thereafter, the non-Defaulting Party shall give notice to the Defaulting Party of the amount of the Termination Payment, together with a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Defaulting Party within twenty (20) Business Days after its receipt of such notice. If the Defaulting Party disputes any portion of the non-Defaulting Party's calculation of the Termination Payment, then the Defaulting Party shall (i) within ten (10) Business Days of receipt of the non-Defaulting Party's calculation of the Termination Payment, provide to the non-Defaulting Party a detailed written explanation of the basis for such dispute, and such dispute shall be resolved in accordance with Section 14.05, and (ii) pay the undisputed portion thereof in accordance with the foregoing. For the purposes of this Section 9.03:
(i) "Termination Payment" means the sum of (X) the sum of Losses and Gains, expressed in U.S. Dollars, plus (Y) Costs, expressed in U.S. Dollars plus (Z) the sum of all amounts owed by the Defaulting Party to the non-Defaulting Party less any amounts owed by the non-Defaulting Party to the Defaulting Party determined as of the effective date of termination, provided, that if the sum of aggregate Gains plus aggregate Net Outstanding Amounts exceed the sum of aggregate Losses plus aggregate Costs, then the Termination Payment shall be zero (O); and provided further, that the foregoing shall be subject to Section 13.04. (ii) "Losses" means an amount equal to the present value of the economic loss (if any) to the non-Defaulting Party (exclusive of Costs) resulting from termination of this Agreement following an Event of Default, determined in a commercially reasonable manner: provided, that Losses shall not include consequential, incidental, punitive, exemplary, or indirect damages.
(iii) "Gains" means an amount equal to the present value of the economic benefit (if any) to the non-Defaulting Party (exclusive of Costs) resulting from termination of this Agreement following an Event of Default, determined in a commercially reasonable manner;
28 4165-0693-0992.3 I
(iv) "Costs" means brokerage fees, commissions and other similar third paity transaction costs and expenses reasonably incurred by the non-Defaulting Patty either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace this Agreement, and all reasonable attorneys' fees and expenses incurred by the non-Defaulting Party in connection with the termination of this Agreement; and
(v) "Net Outstanding Amounts" means the sum of all amounts owed by the Defaulting Party to the non-Defaulting Party less any amounts owed by the non Defaulting Party to the Defaulting Party detennined as of the effective date of termination.
(c) Suspension. Notwithstanding any other provision of this Agreement, if an Event of Default has occurred and is continuing, the non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance under this Agreement, provided, however, in no event shall any such suspension continue for longer than ten (I 0) Business Days unless a notice of termination has been given pursuant to Section 9.03(a); and (ii) to the extent an Event of Default has occurred and is continuing, to exercise any remedy available at law or in equity.
( d) Mitigation. Any non-Defaulting Paity shall be obligated to mitigate its damages and costs resulting from any Event of Default of the other Party.

ARTICLEX

SELLER'S REPRESENTATIONS AND WARRANTIES
Section 10.01 SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Buyer that as of the Effective Date:
(a) Seller is duly organized and validly existing as a limited liability company under the laws of the State of Delaware and has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified and registered to do business in the State of California, in good standing, and further in each jurisdiction wherein the nature of the business transacted by it makes such qualification necessary;
(b) Seller has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder; all such actions have been duly authorized by all necessary proceedings on its part;
(c) Seller, for itself, and on behalf of its parent company, subsidiaries and affiliates, hereby acknowledges that this Agreement shall be governed by and construed in accordance with the domestic laws of the State of California as if this Agreement were fully performed and all obligations recited herein were undertaken solely within the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California;
29 (d) Subject to Section 6.03: (i) the Facility will meet the requirements for qualification and certification by the CEC as an ERR under the rules and requirements of the RPS Program in effect as of the Initial Delivery Date and maintain such CEC certification throughout the Delivery Term, (ii) the Net Electrical Output delivered to Buyer will meet the requirements for qualification and certification as output from an ERR under the requirements of the RPS Program in effect as of the Initial Delivery Date and remain eligible throughout the Delivery Term, and (iii) Facility will remain registered in WREGIS throughout the Delivery Term;
( e) Subject to Section 6.03, the Net Electrical Output meets the criteria set forth in California Public Utilities Code Section 399.16(b)(l);
(t) This Agreement has been duly and validly executed and delivered by Seller and, as of the Effective Date, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms against Seller, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity; (g) There are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened in writing against Seller, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in the impairment of Seller's ability to perform its obligations under this Agreement in any material respect;
(h) All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to entering into this Agreement have been obtained or submitted and are in full force and effect and all conditions thereof have been complied with;
(i) Seller is not relying upon any representations of Buyer other than those expressly set forth herein, and is acting for its own account;
G) Seller shall deliver good and marketable title to the Output, and will deliver to Buyer the Output free and clear of all liens, security interests, claims, or other encumbrances or any interest therein, or thereto, by any Person;
(k) Seller or its Affiliates hold and, subject to Section 6.03, will hold throughout the Delivery Term, the rights to all Environmental Attributes, Capacity Attributes and Resource Adequacy Attributes associated with the Net Electrical Output, until conveyed to Buyer at the Delivery Point;
(1) The execution, delivery and performance of this Agreement by Seller will not conflict with its governing documents, nor will it conflict in any material respect with any Applicable Laws, or any covenant, agreement, understanding, decree or order to which Seller is a party or by which it is bound or affected; and
30 4165-0693-09923 I
(m) Seller (or a Seller Affiliate) shall have Site Control by start of construction of the Facility and throughout the Delivery Term. Seller shall provide Buyer with prompt notice of any material pending change, or change, in the status of Seller's or its Affiliate's Site Control.

ARTICLE XI

BUYER REPRESENTATIONS, WARRANTIES & COVENANTS
Section 11.01 BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Seller that as of the Effective Date:
(a) Buyer is a chartered California municipal corporation established pursuant to the laws of the State of California, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as is now being conducted; (b) Buyer has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part;
( c) The execution, delivery and performance of this Agreement by Buyer will not conflict with its governing documents, any Applicable Laws or any covenant, agreement, understanding, decree or order to which Buyer is a party or by which it is bound or affected;
( d) This Agreement has been duly and validly executed and delivered by Buyer and, as of the Effective Date, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms against Buyer, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity; and ( e) There are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened in writing against Buyer, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Buyer, or to result in any impairment of Buyer's ability to perform its obligations under this Agreement.

Section 11.02 W AIYER OF SOVEREIGN IMMUNITY
Buyer represents, warrants and covenants that Buyer cannot assert sovereign immunity as a defense to the enforcement of its obligations under this Agreement and will not do so with respect to its contractual obligations under this Agreement. In connection with the foregoing, Buyer will not claim and hereby irrevocably waives immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (I) suit, (2) jurisdiction of court, (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment. 31 4 I 65-0693-0992.31

ARTICLE XU

INDEMNIFICATION
Section 12.01 SELLER INDEMNITY
Seller shall defend, release, indemnify and hold harmless Buyer, its directors, officers, employees, agents, and representatives against and from any and all losses, claims, demands, liabilities and expenses, actions or suits, including reasonable costs and attorney's fees, resulting from, or arising out of or in any way connected with claims by third parties associated with the actions or omissions of Seller, its directors, officers, employees, agents and representatives relating to: (i) the Energy delivered at the Delivery Point; (ii) Seller's operation and/or maintenance of the Facility; or (iii) this Agreement; excepting only such loss, claim, action or suit to the extent caused by the willful misconduct or gross negligence of Buyer, its agents, employees, directors or officers.

Section 12.02 BUYER INDEMNITY
Buyer shall defend, release, indemnify and hold harmless Seller, its directors, officers, employees, agents, and representatives against and from any and all losses, claims, demands, liabilities and expenses, actions or suits, including reasonable costs and attorney's fees resulting from, or arising out of or in any way connected with claims by third parties associated with the actions or omissions of Buyer, its directors, officers, employees, agents, and representatives, relating to: (i) the Energy delivered by Seller under this Agreement after the Delivery Point, or (ii) this Agreement; excepting only such loss, claim, action or suit to the extent caused by the willful misconduct or gross negligence of Seller, its agents, employees, directors or officers.

ARTICLE XIII
SE(,'lJRITY REQUIREMENTS
Section 13.01 SELLER'S INITIAL SECURITY
Within thirty (30) days after Effective Date, Seller shall provide initial project development security to Buyer in the amount of $30,000 per MW of Contract Capacity (i.e., $9,000,000 total) in the form of Acceptable Security (the "Initial Security"). Seller shall maintain the Initial Security until the date that Seller posts the Construction Security or any earlier termination of this Agreement.

Section 13.02 SELLER'S CONSTRUCTION PERIOD SECURITY
Within thirty (30) days after the NTP Date, Seller shall increase the amount of Acceptable Security provided to Buyer to an aggregate amount of $60,000 per MW of the Contract Capacity (i.e., $18,000,000 total) (such aggregate amount, the "Construction Security"), either by directly increasing the Initial Security, substituting new Acceptable Security, or providing supplementary Acceptable Security. Seller shall maintain the Construction Security until the date that Seller posts the Delivery Term Security or any earlier termination of this Agreement. 32 4165--0693-09923 I
Section 13.03 SELLER'S DELIVERY TERM SECURITY
On or before the Initial Delivery Date, Seller shall increase the amount of Acceptable Security provided to Buyer to an aggregate amount of $75,000 per MW of the Contract Capacity (i.e., $22,500,000 total) (such aggregate amount, the "Delivery Term Security"), either by directly increasing the Construction Security, substituting new Acceptable Security, or providing supplementary Acceptable Security. Seller shall maintain the Delivery Term Security until the end of the Delivery Term.

Section 13.04 SELLER LIABILITY
Notwithstanding any other provision of this Agreement, Seller's aggregate cumulative liability at any time arising out of or related to this Agreement from any and all causes and for any and all liabilities, damages, losses or other amounts shall be limited to and capped at the amount of the Seller posted Security at such time. For clarity, prior to the Initial Delivery Date, such Seller liability cap shall limit Seller's liability for all applicable Daily Delay Damages plus any Termination Payment and/or other amounts (all on an aggregate cumulative basis) to the Security amount then posted.

Section 13.05 SELLER LETTER OF CREDIT
(a) Upon the occurrence of a Letter of Credit Default, Seller shall provide Buyer a substitute Letter of Credit reasonably acceptable to Buyer, in each case on or before the fifth (5th) Business Day after notice of the occurrence thereof.
(b) Upon, or at any time after the occurrence and continuation of an Event of Default by Seller, if an early termination date has occurred or been designated as a result of an Event of Default by Seller for which there exist any unsatisfied payment obligations, then Buyer may draw on any undrawn portion of any outstanding Letter of Credit or other Security. If a Letter of Credit, Buyer may draw on any outstanding amount upon submission of one or more certificates specifying that an Event of Default or early termination date has occurred and is continuing.

In addition, Buyer will have the right to draw on any Letter of Credit for any of the following reasons:

1. The Letter of Credit will expire in fewer than ten (I 0) Business Days and Seller has not provided Buyer alternative Letter of Credit reasonably acceptable to Buyer.

2. The Seller or the issuer of the Letter of Credit has provided written Notice to Buyer of either Seller's or the issuer's intent not to renew or extend the Letter of Credit following the present expiration date thereof ("Notice of Non-Renewal"), and Seller has failed to provide Buyer with a replacement Letter of Credit reasonably satisfactory to Buyer within thirty (30) days following the date of the Notice of Non-Renewal.

3. Buyer has not been paid any or all of Seller's payment obligations due and payable under the Agreement within the applicable cure period under Article IX. 33 4 \65-0693-0992.31
To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest in, and lien on (and right to net against), and assignment of all Security, and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to allow Buyer to perfect Buyer's security interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

Seller shall replenish the Delivery Term Security within three (3) Business Days of receipt of written notice from Buyer that Buyer has drawn down on the Delivery Term Security, except that there shall be no obligation to replenish in connection with any Seller Event of Default resulting in termination of this Agreement.

Section 13.06 BUYER SECURITY
Buyer shall be required to provide credit support to Seller in the form of a Letter of Credit in the event of any Buyer Credit Downgrade. Buyer shall deliver to Seller a Letter of Credit not later than ten (10) Business Days following the occurrence of a Buyer Credit Downgrade. For purposes hereof, "Buyer Credit Downgrade" means the long term credit rating (global scale) of Buyer is at or below any of the following levels from any two of the following rating agencies that provide ratings of Buyer: BBB- from S&P, Baa3 from Moody's, or BBB- from Fitch. Buyer shall be obligated to maintain any such Letter of Credit until such time as its long-term credit rating (global scale) becomes at least the following rating from any two of the following rating agencies that provide ratings of Buyer: BBB from S&P, Baa2 from Moody's and BBB from Fitch (as applicable). The amount of the Letter of Credit shall be $15,000,000. Upon the occurrence of a Letter of Credit Default, Buyer shall provide Seller a substitute Letter of Credit reasonably acceptable to Seller, in each case on or before the fifth (5th) Business Day after notice of the occurrence thereof.

ARTICLE XIV

MISCELLANEOUS
Section 14.01 CONFIDENTIALITY
(a) Each Party agrees, and shall use reasonable efforts to cause its parent, subsidiary and Affiliates, and its and their respective directors, officers, employees and representatives, as a condition to receiving confidential information hereunder, to keep confidential, except as required by Applicable Law, all documents, data, drawings, studies, projections, plans and other written information that are clearly marked "Confidential" at the time a Party shares such information with the other Party ("Confidential Information"). The provisions of this Section 14.01 shall survive and shall continue to be binding upon the Parties for a period of one (1) year following the date of termination or expiration of this Agreement. Notwithstanding the foregoing, information shall not be considered Confidential Information if such information (i) is disclosed with the prior written consent of the originating Party, (ii) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (iii) was lawfully in a Party's possession or acquired by a Party outside of this 34 4165-0693-0992.31
Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation, or (iv) is developed independently by a Party based solely on information that is not considered confidential under this Agreement. (b) Either Party may, without violating this Section 14.01, disclose matters that are made confidential by this Agreement:
(i) to its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective co-owners, investors, purchasers, lenders, underwriters, contractors, suppliers, and others involved in construction, operation, and financing transactions and arrangements for a Party or its subsidiaries or Affiliates; (ii) to governmental officials and parties involved in any proceeding in which either Party is seeking a permit, certificate, or other regulatory approval or order necessary or appropriate to carry out this Agreement; and
(iii) to governmental officials or the public as required by any law, regulation, order, rule, ruling or other Applicable Law, including laws or regulations requiring disclosure of financial information and information material to financial matters and filing of financial reports and responding to oral questions, discovery requests, subpoenas, civil investigations or similar processes.
(c) Notwithstanding the foregoing or any other provision of this Agreement, Seller acknowledges that Buyer is su~ject to disclosure as required by the California Public Records Act, Cal. Govt. Code §§ 6250 et seq. ("CPRA") and the Ralph M. Brown Act, Cal. Govt. Code §§ 54950 et seq, ("Brown Act"). Confidential Information of Seller provided to Buyer pursuant to this Agreement shall become the property of Buyer, and Seller acknowledges that Buyer shall not be in breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for any claims or causes of action \Vhatsoever resulting from or arising out of Buyer copying or releasing to a third party any of the Confidential Information of Seller pursuant to CPRA or Brown Act
(d) Notwithstanding the foregoing or any other provision of this Agreement, Buyer may record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render folly valid, perfected and enforceable under all Applicable Law the credit support contemplated by this Agreement, and the rights, liens and priorities of Buyer with respect to such credit support. (e) If a Party is requested or required, pursuant to any Applicable Law, regulation, order, rule, ruling or other Applicable Law, discovery request, subpoena, civil investigation or similar process to disc lose any of the Confidential Information, and if permitted by Applicable Law, such Party shall provide prompt written notice to the other Party of such request or requirement so that at such other Party's expense, such other Party may seek a protective order or other appropriate remedy concerning such disclosure, If Buyer receives a CPRA request for Confidential Information of Seller, and Buyer or Buyer's authorized representative determines that such Confidential Information is sul:iject to disclosure under CPRA, then Buyer shall notify Seller 35 4165-0693-0992 31
of the request and its intent to disclose the documents. Buyer, as required by CPRA, shall release such documents unless Seller timely obtains a court order prohibiting such release. If Seller, at its sole expense, chooses to seek a court order prohibiting the release of Confidential Information pursuant to a CPRA request, then Seller undertakes and agrees to defend, indemnify and hold harmless Buyer from and against all suits, claims, and causes of action brought against Buyer for Buyer's refusal to disclose Confidential Information of Seller to any person making a request pursuant to CPRA. Seller's indemnity obligations shall include, but are not limited to, all actual costs incurred by Buyer, and specifically including costs of experts and consultants, as well as all damages or liability of any nature whatsoever arising out of any suits, claims, and causes of action brought against Buyer, through and including any appellate proceedings. Seller's obligations to Buyer under this indemnification provision shall be due and payable on a monthly, on-going basis within thirty (30) days after each submission to Seller of Buyer's invoices for all fees and costs incurred by Buyer, as well as all damages or liability of any nature. (f) Each Party acknowledges that any disclosure or misappropriation of Confidential Information by such Party in violation of this Agreement could cause the other Party or their Affiliates irreparable harm, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate. Therefore each Party agrees that the non breaching Party shall have the right to apply to any court of competent jurisdiction for a restraining order or an injunction restraining or enjoining any breach or threatened breach of this Agreement and for any other equitable relief that such non-breaching Party deems appropriate. This right shall be in addition to any other remedy available to the Parties in law or equity.

Section 14.02 AMENDMENTS
This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer. Notwithstanding the foregoing, the Site description (including the Site Map and Single-Line Diagram) in Exhibit A may be amended upon the occurrence of: (a) Seller's notice of the amendment in accordance with Section

14.08, and (b) Buyer's written acknowledgement of the amendment, provided that if Buyer fails to acknowledge any such amendment in writing within thirty (30) days of its receipt, the amendment shall thereafter be deemed effective and incorporated into this Agreement without any further action by the Parties.

Section 14.03 FORWARD CONTRACT
The Parties acknowledge and agree that this Agreement constitutes a "forward contract" within the meaning of the U.S. Bankruptcy Code.

Section 14.04 TITLE AND RISK OF LOSS
Title to and risk of loss of Net Electrical Output shall transfer from Seller to Buyer at the Delivery Point, and for other products included in the Output. Seller warrants that any Output delivered to the Buyer shall be free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point. 36 4165-0693-0992.3 I
Section 14.05 DISPUTE RESOLUTION
In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a notice from either Paiiy identifying such dispute, the Paiiies shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

Section 14.06 ASSIGNMENT
(a) Except as otherwise expressly provided herein, this Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
(b) Seller may, without Buyer's consent, but with at least five (5) Business Days' prior written notice to Buyer, assign or otherwise transfer this Agreement, any or all right or interest in this Agreement, and any or all right or interest in any of the Facility to any Affiliate of Seller or as collateral in connection with the financing or the refinancing of the Facility. ( c) In connection with any permitted assignment by Seller described above in connection with the financing or the refinancing of the Facility, Buyer will execute customary project finance consent related agreements and estoppels as may be reasonably requested by Seller or its financing parties (including, for example, customary lender extended cure periods, etc.), so long as such consent related agreements and estoppels are consistent in all material respects with this Agreement; and do not materially adversely affect any of Buyer's rights and obligations under this Agreement. Without limiting the foregoing, Buyer acknowledges that Seller may elect to finance all or any portion of the Facility (including the Interconnection Facilities) utilizing tax equity investment or on a pmifolio or other aggregated basis, which may include cross-collateralization or similar arrangements, and all such investments and arrangements are not in conflict with, and do not give rise to any default under, this Agreement.

Section 14.07 GOVERNING LAW; DISPUTE RESOLUTION
This Agreement shall be interpreted, governed by, construed under and enforced in accordance with the laws of the State of California without regard for any applicable principles of conflicts of laws. The Parties hereto irrevocably consent to the choice of law, jurisdiction and venue as described herein. Any and all disputes that cannot be resolved by management negotiations as set forth in Section 14.05 above shall be resolved through binding arbitration by a retired judge or justice from the AAA panel conducted in San Francisco, California, administered by and in accordance with AAA' s Commercial Arbitration Rules ("Arbitration"), as follows:
(i) Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the field of the dispute.

The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable arbitrator, 37 4 \65-0693-0992.3 l
the arbitrator shall be appointed as provided for in AAA's Commercial Arbitration Rules.
(ii) Atthe request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown.
(iii) The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement.
(iv) The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which their decision is based. (v) The arbitrator's award shall be made within nine (9) months of the filing of the notice of intention to arbitrate ( demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. (vi) Judgment on the award may be entered in any court having jurisdiction. (vii) The prevailing Party in this dispute resolution process is entitled to recover its costs.

Until such award is made, however, the Parties shall share equally in paying the costs of the Arbitration.
(viii) The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the completion of discovery if the arbitrator concludes that there is no material issue of fact pending before the arbitrator. (ix) The existence, content, and results of any Arbitration hereunder is confidential information that is subject to the provisions of Section 14.01 and, to the fullest extent permitted by Applicable Law, exempt from disclosure under the California Public Records Act.

Section 14.08 NOTICES
Any notice required, permitted, or contemplated hereunder shall be in writing, shall be addressed to the Party to be notified at the address set forth in Exhibits J and K or at such other address or addresses as a Party may designate for itself from time to time by notice hereunder. 38 4165-0693-0992.31
Each notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delive1y fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including electronic mail or other electronic means) at the time indicated by the time stamp upon delivery and, if after 5 pm, on the next Business Day; or ( d) if delivered in person, upon receipt by the receiving Party.

Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests, may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission.

Section 14.09 FURTHER ASSURANCES
The Parties hereto agree to execute and deliver promptly, at the expense of the Party requesting such action, any and all other and further instruments, documents and information that a Party may request, and that are reasonably necessary, or appropriate, to give full force and effect to the terms and intent of this Agreement.

Section 14.10 RELATIONSHIP OF THE PARTIES
Each Party Seller and its agents and employees shall, in the performance of this Agreement, act in an independent capacity and not as officers or employees or agents of the other Party. Under this Agreement, Seller and Buyer intend to act as energy seller and energy purchaser, respectively, and do not intend lo be treated as, and shall not act as, partners in, co-venturers in or lessor/lessee with respect to the Facility or any business related to the Facility.

Section 14.11 NO THIRD PARTY BENEFICIARY
The Parties mutually agree that this Agreement is for their sole benefit and is not intended by them to be, in part or in whole, for the benefit of any third party, except to the extent expressly set forth herein with respect to any indemnification provision or with respect to Seller's financing patties.

Section 14.12 COUNTERPARTS
This Agreement may be executed in any number of counterparts, and upon execution by the Parties, each executed counterpart shall have the same force and effect as an original instrument and as if the Parties had signed the same instrument The exchange of copies of this Agreement and of signature pages by electronic transmission (email), Portable Document Format (Le., PDF) or by other electronic means constitutes effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes.

Section 14.13 CHANGE IN ELECTRIC MARKET DESIGN
If, after the Effective Date, a change in the CAISO Tariff or other Applicable Law renders this Agreement or any provision hereof incapable of being performed or administered then either Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this 39 4165JJ693-G992.3 l
Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the overall benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty ( 60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Section 14.05.

Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, and (ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution.

Section 14.14 NO DEDICATION OF FACILITIES
Any undertaking by one Party to the other under any provision of this Agreement shall not constitute the dedication of the Facility or any portion thereof to the public or to any portion thereof.

Section 14.15 WAIVER OF RIGHTS
Waivers of any rights hereunder must be in writing and shall not be implied from performance or usage of trade. The failure of either Party to enforce or insist upon compliance with or strict performance of any of the terms or conditions hereof, or to take advantage of any of its rights hereunder, shall not constitute a waiver or relinquishment of any such terms, conditions or rights, but the same shall be and remain at all times in full force and effect.

Section 14.16 SECTION HEADINGS
All titles, subject headings, section titles and similar items are provided for the purpose ofreference and convenience and are not intended to be inclusive, definitive or to affect the meaning of the contents or scope of the Agreement.

Section 14.17 GOOD FAITH AND FAIR DEALING; REASONABLENESS The Parties agree to act reasonably and in accordance with the principles of good faith and fair dealing in the performance of this Agreement. Unless expressly provided otherwise in this Agreement: (i) wherever the Agreement requires the consent, approval or similar action by a Party, such consent, approval or similar action shall not be unreasonably withheld or delayed; and (ii) wherever the Agreement gives a Party a right to determine, require, specify or take similar action with respect to matters, such determination, requirement, specification or similar action shall be reasonable.

Section 14.18 SEVERABILITY
Should any provision of this Agreement be or become void, illegal or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected and shall continue in full force and effect. The Parties will, however, use their commercially reasonable efforts to 40 4165-0693-09923 1
agree on the replacement of the void, illegal, or unenforceable provision(s) with legally acceptable clauses that correspond as closely as possible to the sense and purpose of the affected provision.

Section 14.19 LIMITATION OF LIABILITIES
To the extent permitted by Applicable Law, no Party's directors, members of its governing bodies, officers or employees shall be liable to any other party or parties for any loss or damage to property, loss of earnings or revenues, personal injury, or any other direct, indirect, or consequential damages or injury, or punitive damages, which may occur or result from the performance or non performance of this Agreement, including any negligence arising hereunder.

THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE

PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR

BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF

DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES

SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR'S LIABILITY SHALL

BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR

DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN

QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF DAMAGES

IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR'S LIABILITY SHALL BE LIMITED

TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE

THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.

UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR

CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,

LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR

CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE, EXCLUDING

CONSEQUENTIAL OR OTHER SUCH DAMAGES WHICH BECOME PAY ABLE TO THIRD PARTIES AND FOR WHICH ARTICLE XII (INDEMNINFICATION) APPLIES.

UNLESS EXPRESSLY HEREIN PROVIDED, IT IS THE INTENT OF THE PARTIES THAT

THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF

DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO,

INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.

TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE

REFFERED TO AS OR OTHERWISE DEEMED TO BE LIQUIDATED DAMAGES, THE

PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS

INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.
41 4 \65-0693-0992.3 l
Section 14.20 ENTIRE AGREEMENT
This Agreement, when executed and delivered, shall constitute one, single integrated agreement and set forth the entire agreement by and between the Parties and supersedes any prior understandings, agreements or representations by or between the Paities, written or oral, to the extent they have related in any way to the subject matter hereof and thereof. Notwithstanding anything to the contrary, in the event of a conflict or an inconsistency between the body of this Agreement and any Exhibits hereto, the body of this Agreement shall control.

Section 14.21 MOBILE SIERRA
Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support any third party seeking, to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party, a non-Party, or the FERC acting sua sponte, shall be the "public interest" standard of review set forth in United Gas Pipe Line Co. v.

Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Pub. Util.

Dist. No. I of Snohomish County, l 28 S. Ct. 2733 (2008). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under U.S.

Applicable Law.

Section 14.22 APPLICABLE LAW REFERENCES
Whenever this Agreement specifically refers to any Applicable Law (including any law, code section, regulation, rule or tariff) or any Governmental Authority (including any government department or agency), the Parties hereby agree that the reference also refers to any successor thereto.
42 4165-0693-0992.3 I
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date first set forth above.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
d/b/a Silicon Valley Power
APPROVED AS TO FORM:
~~L
Office of the City Attorney
City of Santa Clara
ATTEST:

City Clerk
ENERGIA SIERRA JUAREZ U.S., LLC
Justin C. Bird
Chief Executive Officer
4 I 65-0693-0992.31
43 EXHIBIT A

FACILITY DESCRIPTION AND LOCATION
Facility Name: Cimarron Wind
Contract Counterparty: Energia Sierra Juarez U.S., LLC
Facility Size:

Expected Nameplate Capacity: 310 MW
Contract Capacity: 300 MW
Delivery Point: San Diego Gas & Electric Company's (SDG&E) East County (ECO) Substation in CAISO
Transmission Provider: SDG&E
Projected Energy Deliveries: Approximately 1,000,000 MWh per Contract Year.

Site Coordinates: LATITUDE: N 32° 25' 00.21 ", LONGITUDE: W 115° 58' 38.90" Turbine Details: Pending final site optimization: approximately 24 WTGs with a capacity of

6.2 MW each, and approximately 36 WTGs with a capacity of 4.5 MW each; all manufactured by Vesta, or other similar tier l supplier.

Permit application details: See Exhibit Efor details on required permits.

CAISO Queue Position: Ql 660
CAISO Resource ID: Will be assigned as part of the CAlSO New Resource Implementation Process
Legal Description: Seller shall provide Buyer the Site legal description prior to or upon commencing Facility construction at the Site.

Site Map: [see preliminary Site map below] Seller shall provide Buyer a final Site map prior to or upon commencing Facility construction at the Site.

Single Line Diagram of the CAISO-Controlled Grid Interconnection: [see preliminary single-line below] Seller shall provide Buyer a final Single Line Diagram map prior to or upon commencing Facility construction at the Site.

A-1
4 !65-0693-0992.3 I
Preliminary Single-Line
C1J,lo\RR'.)Pi\'I ~ 0
, .. u ,_l~lKJ!ll.A µ 4f..l T'f 11oe ••11
~---.,- ·--~~~-·---.
... M ' ••
: f • .,. ~• :~L
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A-2
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4165-0693-0992.3 I
A-3
Ill Ill

EXHIBITB

CONTRACT PRICE
(a) The contract price for Net Electrical Output recorded at the Facility Meter and delivered under this Agreement (inclusive of all Environmental Attributes, Capacity, Capacity Attributes and Resource Adequacy Attributes associated with that Net Electrical Output) is Sixty Two Dollars and Nine Cents ($62.09) per MWh (the "Contract Price"), subject to following paragraphs (b) and (c) below. Buyer shall pay to Seller 75% of the Contract Price for each MWh of Test Energy metered and delivered under this Agreement. (b) Seller and its Affiliates shall apply to CAI SO for FCDS for the Facility in the next Transmission Plan Deliverability (TPD) Allocation cycle into which the Facility is eligible to apply. To the extent that FCDS for the Facility is not then granted (i.e. the Facility will have PCDS or EODS), Seller and its Affiliates may again apply to CAISO (but in any event shall again apply to CAlSO if requested by Buyer and if Buyer agrees to pay the costs of applying) at any time during the term of this Agreement for additional Deliverability to make the Facility FCDS or PCDS (as applicable). Seller shall provide to Buyer relevant documents related to the applications for FCDS and any granting of full or partial Deliverability for the Facility. (c) If none of the Contract Capacity of the Facility is granted Deliverability on or before the Initial Delivery Date, then the Contract Price will be reduced to Fifty-Eight Dollars and Nine Cents ($58.09) per MWh (such reduced amount, the "Base Price"). However, if prior to the Initial Delivery Date, the Facility receives PCDS, then the Contract Price will be equal to the Base Price plus an amount equal to (A) Four Dollars ($4.00) per MWh multiplied by (B) a fraction equal to the amount of Facility capacity (in MW) deemed PCDS divided by the Facility's total nameplate capacity (in MW). If there is a change in the quantity ofDeliverability granted to the Facility after the Initial Delivery Date, the Contract Price will be adjusted as of the date(s) when the additional Deliverability can be reflected in Buyer's month ahead showing of Resource Adequacy Attributes consistent with the preceding sentence, provided that, for the avoidance of doubt, the Contract Price shall never be reduced to an amount lower than Fifty-Eight Dollars and Nine Cents ($58.09) per MWh, or increased to amount greater than Sixty-Two Dollars and Nine Cents ($62.09) per MWh.

Based on the foregoing, the following is a hypothetical example calculation of the Contract Price:

If the Facility were to receive 100 MW of Deliverability, then the Contract Price would be calculated as $58.09/MWh + ($4.00/MWh * (100 MW/300 MW))= $59.42/MWh.

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4165-0693-0992.31

EXHIBITC

FORECASTING AND SCHEDULING DETAILS

1. Forecasting. Seller shall provide the forecasts described below and transmit such information in a format reasonably acceptable to Buyer or Buyer's SC, as applicable. Buyer and Seller shall agree upon reasonable changes to the requirements and procedures set forth below from time-to-time, as necessary to comply with CAI SO Tariff and other applicable Transmission Provider tariff changes, accommodate changes to their respective generation technology and organizational structure, and address changes in the operating and scheduling procedures of the CAISO and other applicable Transmission Providers.
(a) Annual Forecasts. No less than thirty (30) days before the first day of each Contract Year, Seller shall provide to Buyer and the SC (if applicable) a non-binding forecast of each month's average-day expected Net Electrical Output, by hour, for the following Contract Year. (b) Monthly Forecasts. No less than ten (10) days before the expected Initial Delivery Date, and thereafter ten (I 0) days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer and the SC (if applicable) a non-binding forecast of the expected Net Electrical Output, by hour, for the following month.
(c) Day-Ahead Forecasts. By 7:00 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, or as otherwise agreed by the Parties, Seller shall provide Buyer with a non-binding forecast of the hourly expected Net Electrical Output, in each case, for each hour of the applicable delivery day.
(d) Real-Time Forecasts, Outages, Etc. Seller shall provide notices to Buyer (and its SC, as applicable), of all outages in the manner set forth in Agreement Section 4.05. Additionally, prior to the Initial Delivery Date, Seller and Buyer shall cooperate reasonably to allow Buyer throughout the Delivery Term to obtain "read-only" access to the CAISO forecasts of the Net Electrical Output to be produced by the Facility.

2. Scheduling.
(a) Buyer as Scheduling Coordinator for the Facility. Buyer shall be the Scheduling Coordinator or designate, at Buyer's sole cost and expense, a qualified third party reasonably acceptable to Seller to provide Scheduling Coordinator services with the CAISO for the Facility for both the delivery and the receipt of all energy and products at the Delivery Point. At least thirty (30) days prior to the initial synchronization of the Facility to the CAI SO Grid, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents reasonably necessary to authorize or designate Buyer (or Buyer's designee) as the Scheduling Coordinator for the Facility effective as of the initial synchronization of the Facility to the CAISO Grid, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents reasonably necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the initial synchronization of the Facility to the CAISO Grid. Buyer's SC (which may be Buyer) shall submit bids to the CAISO in accordance with this Agreement and the applicable CAI SO Tariff, protocols and Scheduling practices for Net C-1
4165-0693-0992.3 l
•
Electrical Output on a day-ahead, hour-ahead, fifteen-minute market, real-time or other market basis that may develop after the Effective Date, as determined by Buyer consistent with the CAI SO Tariff.
(b) Notices. Buyer's SC (which may be Buyer) shall provide Seller with access to a web-based system through which Seller shall submit to Buyer and the CAISO all notices and updates required under the CAI SO Tariff regarding the Facility's status, including, but not limited to, all outage requests, forced outages, forced outage reports, clearance requests, or must offer waiver forms. Seller shall cooperate reasonably with Buyer to provide such notices and updates.

If the web-based system is not available, Seller shall promptly submit such information to Buyer and the CAI SO by (in order of preference) telephone or electronic mail to the personnel designated to receive such information. Buyer (as the Facility's SC) shall provide Seller with read-only access to applicable real-time CAISO data to the extent Buyer has the authorization to do so. ( c) CAI SO Costs and Revenues. Except as otherwise set forth in this paragraph ( c) or as otherwise expressly provided in the Agreement, Buyer (as Scheduling Coordinator for the Facility) shall be responsible for any and all CAISO costs, liabilities, penalties and other debits, including all imbalance energy costs and other charges, and shall be entitled to any and all CAISO revenues, payments, and other credits, including all imbalance energy payments and including all revenues associated with CAISO payments and credits for Net Electrical Output Scheduled or delivered from the Facility. Seller shall be responsible for all CAISO penalties resulting from any failure by Seller to abide by the CAI SO Tariff, except to the extent such non-compliance is caused by Buyer's failure (including any failure to perform duties as Scheduling Coordinator for the Facility). All Availability Incentive Payments (as defined in the CAISO Tariff) are for the benefit of Seller and for Seller's account and any Non-Availability Charges (as defined in the CAISO Tariff) are the responsibility of Seller and for Seller's account, except to the extent any Non Availability Charges arise from Buyer's or its Scheduling Coordinator's violation of this Agreement or the CAISO Tariff.
(d) CAISO Settlements. Buyer (and/or the Facility's SC) shall be responsible for all settlement functions with the CAISO related to the Facility and Buyer shall render a separate invoice to Seller for any CAISO payments, charges or penalties ("CAISO Charges Invoice") for which Seller is responsible under this Agreement, if any. Buyer shall review, validate, and if requested by Seller, dispute any charges that are the responsibility of Seller in a timely manner and consistent with Buyer's existing settlement processes for charges that are Buyer's responsibilities.

Subject to Seller's right to dispute and to have Buyer pursue the dispute of any such invoices, and subject to Agreement Section 8.01 (b ), Seller shall pay the amount of CAISO Charges Invoices, or provide ( or agree to provide) a credit to Buyer in respect of revenues payable to Seller pursuant to the Agreement, or agree to the netting of payments if due and owing to each other within thirty (30) days of Seller's receipt of the CAISO Charges Invoice. (e) Terminating Buyer's Designation as Scheduling Coordinator. At least thirty (30) days prior to expiration of this Agreement or as soon as reasonably practicable upon an earlier termination of this Agreement, the Parties will take all actions necessary to terminate the designation of Buyer or Buyer's designated SC as Scheduling Coordinator for the Facility as of 11 :59 p.m. on such expiration date.

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(f) Master Data File and Resource Data Template. Seller shall provide the data to the CAISO (and to Buyer) that is required for the CAJSO's Master Data File and Resource Data Template (or successor data systems) for the Facility consistent with this Agreement. Neither Party shall change such data without the other Party's prior written consent.

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4165-0693-0992.31

EXHIBITD

AVAILABILITY CALCULATIONS
A. Actual Annual Availability Calculation. Following the end of the second Contract Year and each subsequent Contract Year, Seller shall reasonably promptly calculate the Actual Annual Availability for the Facility for such Contract Year. The following is an example of such a calculation for such a Contract Year, and assumes the following hypothetical facts.

Hypothetical Facts
l. Total Hours in Contract Year 8,760 hours

2. Total Size of Facility 3!3.6MW

3. Total Number of Wind Turbines 56 turbines

4. Size of each Wind Turbine 5.6MW

5. Maximum Potential Available Hours of all 490,560 hours Wind Turbines combined (8760 hours x 56 Wind
Turbines) for Contract Year

6. Available Hours (excluding all hours within 441,458.77 hours Excused Periods ("Excused Hours")) of all Wind
Turbines combined for Contract Year based on
SCADA

7. Excused Hours of all Wind Turbines combined 2,252.75 hours for Contract Year

8. Sum of actual Available Hours (excluding 443,711.52 hours Excused Hours)+ Excused Hours of all Wind
Turbines combined for Contract Year (i.e., sum of
#6 and #7 above)

9. Quotient of #8 divided by #5 (i.e., 443,711.52 90.45% Actual Annual Availability hours divided by 490,560 hours}, expressed as a
percentage, equals the Actual Annual Availability
for the Contract Year
B. Availability Shortfall Calculation. In each applicable Contract Year, the amount (if any) by which the Guaranteed Availability (92%) exceeds the Actual Annual Availability, is referred to as the "Availability Shortfall". In the hypothetical facts above in Section A an Availability Shortfall exists and is equal to 92% less 90.45%, for an Availability Shortfall in the amount of

1.55%.

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:

C. Remedy for Availability Shortfall. If for any applicable Contract Year there is an Availability Shortfall, then as a sole and exclusive remedy to Buyer (and as the sole and exclusive liability and obligation of Seller), arising out of such Availability Shortfall, Seller shall pay to Buyer liquidated damages for such Contract Year in an amount determined by the following equation (the "Availability Shortfall Liquidated Damages"):
where:

ASLD = Ax Bx C
ASLD = Availability Shortfall Liquidated Damages dollar amount for such Contract Year.

A = Availability Shortfall for such Contract Year, expressed as a percentage.

B = The Pricing Differential for such Contract Year, expressed in $/MWh, up to (but not in excess of a maximum amount equal to) $21.00/MWh.

C = The Expected Production Amount for such Contract Year, expressed in MWh.

Pricing Differential = the amount (if any), expressed in $/MWh, by which (i) the Reference Price for such Contract Year exceeds (ii) the Contract Price.

Reference Price = the sum of (i) the average hourly price over all hours in such Contract Year for the CAISO Day-Ahead SP15 LMP prices plus (ii) $12.00.

Expected Prodnction Amount = the total expected energy production of the Facility for such Contract Year, expressed in MWh, which shall be deemed equal to the amount determined by the following equation:

Expected Prodnction Amount= D x E / F
where:

D = Net Electrical Output for such Contract Year.

E = Guaranteed Availability, expressed as a percentage.

F = Actual Annual Availability for such Contract Year, expressed as a percentage.

In the above hypothetical where there is an Availability Shortfall in the amount of 1.55%, if in such Contract Year the Pricing Differential was $14.75/MWh and the Expected Production Amount was 1,021,059.5 MWh, then the Availability Shortfall Liquidated Damages (or ASLD amount) would be calculated as 1.55% x $14.75/MWh x 1,021,059.5 MWh, and would equal $233,439.73.

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4165-0693-0992.3 l

EXHIBITE

MILESTONE DATES
Milestone
CAISO Phase II Study
Secure Site Control (or an enforceable option therefor) Secure Presidential Permit
Deliver Initial Security
Execute Large Generator Interconnection Agreement
All Permits Obtained (including the generation, expmt and import permits from the Comisi6n Reguladora de Energia
(Mexican Energy Regulatory Commission))
Issue Notice to Proceed under Facilitv EPC Contract
Submit CEC Pre-Certification
Register the Facility with WREGIS
SDG&E's interconnection related facilities completed
Initiate a Qualified Reporting Entity Service Agreement /ORESA)
Initiate SC Designation Process
Initiate Execution of Meter Services Agreement
Initiate Execution of Participating Generator Agreement Initial svnchronization
Exoected Initial Delivery Date
Outside Guaranteed Initial Delivery Date
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4 l 65-0693-0992.3 l
Milestone Date
Complete
Complete
Complete
30 Business Days following the
Effective Date
October 15, 2023
October 15, 2023
October 3 l, 2023
January 31, 2024
January 31, 2024
~ 12 months after the Large
Generator Interconnection
Agreement is executed
Minimum 30 days prior to Initial
Synchronization
Minimum 30 days prior to Initial
Svnchronization
Minimum 30 days prior to Initial
Synchronization
Minimum 30 days prior to Initial
Synchronization
October 31, 2024
December 31, 2024
December 3 I, 2025

EXHIBITF

INSURANCE REQUIREMENTS

1. Insurance Coverage: Seller shall, at its own cost and expense, maintain commercial general liability insurance, automobile insurance, worker's compensation insurance or equivalent Mexican coverage, and property insurance with limits and in accordance with the requirements as stated below. The insurance underwriter issuing the policy(ies) must meet the following requirements:
(i) be duly authorized/licensed to issue policies in Mexico and the United States; and (ii) have and maintain a Financial Strength Rating of"A-" or better as rated in the A.M.

Best Key Rating Guide or equivalent.

2. Coverage Types and Monetary Limits:
a) General Civil Liability lnsuranee Policy, coverage for bodily injuries, and full coverage with respect to damages to third party bodily injury or property damage, products and contractual liability assumed under this Agreement with limit not less than USD $3,000,000 (Three Million United States Dollars) each occurrence, and USD $6,000,000 (Six Million United States Dollars) in the aggregate. Coverage shall include defense costs in excess of the minimum amounts required above. There shall be no cross-liability exclusion which precludes coverage for claims or suits by one insured against another.

Such coverage may be met by a combination of the primary General Liability and Excess Liability insurance policy or policies.
b) Automobile Liability Insurance that must include coverage for vehicles owned or operated by the Seller with limits no less than those required by the country in which the vehicles are operated.
c) Seller shall maintain worker's compensation ( or equivalent coverage in Mexico) and employer's liability insurance that meet or exceed the limits required by law in the country in which its employees operate.
d) Seller shall carry property insurance in an amount equal to the to the expected maximum loss (EML) of the Facility from and after the Initial Delivery Date to protect against risks of physical loss or damage.

3. Additional Insured: Buyer and its City Council, comm1ss10ns, officers, employees, volunteers and agents shall be additional insureds on the commercial general liability insurance policy (2(a)).

4. Certificates: Seller shall provide Buyer the certificates of insurance evidencing the coverage required by Sections 2(a)-(c) above within thirty (30) days of the Effective Date, and Seller shall provide Buyer the certificates of insurance evidencing the coverage required by Section F-1
4 I 65-0693-0992.31
2( d) of this Agreement within thirty (30) days of the Initial Delivery Date. Seller must provide proof of replacement insurance prior to the effective date of any cancellation or expiration. Certificates evidencing coverage will be submitted to the Buyer at the renewal of each policy during the term of this Agreement within fifteen (15) business days of renewal.

5. Notification of Cancellation: The general liability insurance policy shall contain language requiring that no cancellation, non-renewal, or modification of the coverage provided shall be effective without written notice to Seller at least thirty (30) days prior to the effective date of such cancellation, non-renewal or modification (which period shall be at least ten (I 0) days only in the event of non-payment of premiums). Seller shall provide notice to Buyer upon receipt of any notice required herein.

6. Affiliate Insurance Program: Any of the foregoing insurance policies may be provided as pati of a corporate insurance program that is maintained and/or administered by Seller's Affiliates or direct or indirect shareholders. Seller may elect to self-insure any and/or all of the required insnrance as described above.

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4165-0693-0992.31

EXHIBITG

DEEMED GENERATED ENERGY CALCULATION
Deemed Generated Energy means the quantity of electric energy, expressed in MWh, that Seller reasonably calculates would have been produced by the Facility and made available at the Delivery Point during a relevant measurement period (including during any ramp-down or ramp-up periods).

For all such periods that are relevant under the Agreement, Seller shall calculate the amount of Deemed Generated Energy based on Seller's best reasonable estimates thereof, based upon Facility real time forecasts, applicable backcasts, and data related to Facility availability, wind speed, other weather conditions, and all other pertinent data for the relevant period of time.

For all relevant periods of Deemed Generated Energy, Seller shall provide Buyer with written summaries of each applicable Seller calculation of Deemed Generated Energy for Buyer's review and written approval, such approval not to be unreasonably withheld or delayed.

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4165-0693-0992.31

EXHIBITH

FORM OF ATTESTATION
[Note: Below form to be updated from time to time by mutual agreement of the Parties to comply with applicable WREGIS or other relevant requirements]
G reen EnerP-v REC < Attestat10n F orm
Owner of Facility (Name and Company):

Address:

City: I State: I Zip:

Phone: I Fax: I e-mail:

Name of Company Purchasing RECs (Buyer):

Location of Facility (if different from
above)
Type of Generation (solar, wind or
hvdro)
Capacitv (kilowatts installed)
Date First Placed into Service
Kilowatt Hours Generated and Sold to Janl-Mar
Buyer in [Year]: __ (fill in year of 31 Apr l-Jun30 Jul I - Sept 30 Oct I -Dec 31 sale)*
Total kWh Sold to Buver in Year Above:
[*To be modified for non-calendar year periods)
I, (print name) ___________________ ~ declare the following:
a. I am the owner of the Facility at the location provided above; b. The information provided on this form is true and correct to the best of my knowledge; c. The Facility generated the kilowatt-hours of electric power identified above during the periods of delivery listed above;
d. The RECs (as defined in my contract with my Buyer) represent all the environmental attributes of the electric power and were not sold or transferred to any other party, nor, to the best ofmy knowledge, were the RECs claimed by any other party including my serving utility; and, e. The electric power generated was either consumed on the premises or delivered, via a net billing or similar arrangement, to my serving utility.

Signature: _____________________ Date:

Place of Execution:

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4165-069)-0992.3 l

EXHIBIT I

PAYMENT I WIRE INSTRUCTIONS
THE CITY OF SANTA CLARA (Buyer)
Taxpayer Identification Number: 94-6000-426

WIRE INSTRUCTIONS
The following information is to be used when wiring funds for deposit to Buyer:

Wire Transfer:

BNK: JP lylorgan Chase Bank,
JP Morgan New York, NY l 0004
ABA: 021000021
SWIFT: CHASUS33
ACCT:696721312
ACH Transfer:

BNK: JP Morgan Chase Bank,
JP Morgan New York, NY 10004
AHA: 322271627
ACCT: 696721312
(Seller) [Information below to be provided separatelv)
Taxpayer Identification Number:

WIRE INSTRUCTIONS
The following information is to be used when wiring funds for deposit to Seller:
4165-0693-099231

EXHIBITJ

SVP (BUYER) CONT ACTS

1. Exhibit A Amendment
City of Santa Clara
Attention: Chief Electric Utility Officer
881 Martin Avenue
Santa Clara, CA 95050
City of Santa Clara
Attention: City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050

2. Contract Management
Steve Hance
Phone (408) 615-6691
Email [email protected]

3. Billing/Invoice Issues
Peter Virasak
Phone (408) 6!5-6645
Email [email protected]

4. SVP Pre-Scheduling
Monthly, weekly and daily generation schedules are to be provided to SVP Pre-Scheduling contacts.

Saul Lopez
Phone (408) 615-6692
Email [email protected]
SVP Scheduling
Phone (408) 615-6695
Email [email protected]

5. SVP Schedule Coordination
All Hour Ahead or Real-Time Schedule changes are to be provided to SVP Scheduling Coordinator Contacts.

SVP Scheduling
Phone ( 408) 6 l 5-6696
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4 !65-0693-0992.3 l
Email [email protected]

6. SVP Dispatch/Outage Coordination
All Planned and/or Forced Outages of Generating Facilities are to be provided to SVP Dispatch/Outage Coordination.

SVP Scheduling
Phone ( 408) 615-6696
Email [email protected]
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4165-0693-0992.3 l

EXHIBITK

SEMPRA (SELLER) CONTACTS

1. Contract Management
Jesus Montano
Phone +52 686-227-3667
Email [email protected] .mx

2. Billing/Invoice Issues
Iliana Lugo
Phone +52 664-978-1142
Email [email protected]
Jesus Montano
Phone +52 686-227-3667
Email [email protected]

3. Pre-Scheduling and Dispatch/Outage Coordination
Ann ual, Quarter ly, Weekly and Daily generation schedules and Pre-Scheduling Control Room Operators
Phone: +52 664-978-1183 / +52 664-978-1184
Email ESJ-O&M @ienova.com .mx
Roberto Rosas
Phone: +52 686-113-7959
Emai l [email protected]

4. Operator and Real Time Issues
All Planned and/or Forced Outages of generation facilities are to be provided to SVP Dispatch /Outage Coordination.

Control Room Operator s
Phone: +52 664-978-1183 / +52 664-978 -1 184
Email ESJ-O&M @ienova.com.mx
Roberto Rosas
Phone: +52 686-1 13-7959
Email [email protected]

5. Curtailments
4 I 65-0693-0992.31 L
Buyer must notify all curtailments by telephone and email as follows:

Contro l Room Operators
Phone: +52 664-978-1183 / +52 664-978-118 4
Email ESJ-O&[email protected]
Roberto Rosas
Phone: +52 686-113-7959
Email [email protected]
4 I 65-0693-0992.31
K-2

EXHIBITL

FORM OF INITIAL DELIVERY DATE NOTICE
This Initial Delivery Date Notice is delivered by Energia Sierra Juarez U.S., LLC, a Delaware limited liability company ("Seller"), and ______ [licensed professional engineer] ("Engineer"), to the City of Santa Clara, California, a chartered California municipal corporation doing business as Silicon Valley Power ("Buyer"), in accordance with the terms of that certain Renewable Energy Purchase and Sale Agreement (the "Agreement") made and entered into as of the __ day of ____ , 2022 (the "Effective Date"), by and between Seller and Buyer. All capitalized terms used in this Initial Delivery Date Notice but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Seller and Engineer hereby certify to Buyer that the Initial Delivery Date is/was ~------' 20_, on or prior to which date each of the following occurred:
(a) Wind Turbine generators with a Total Nameplate Capacity of at least ninety percent (90%) of the Expected Nameplate Capacity have been installed, substantially completed and commissioned at the Site and all applicable Facility systems necessary for operation and metering of such Wind Turbine generators are tested and certified, in each case as required by CAJSO, including the installation of a Remote Intelligence Gateway (RIG) or equivalent for the purpose of telemetry of real-time data to the CAISO, as required. (b) All applicable agreements between Seller (or its Affiliates) and CAISO which are required for Seller's perfonnance of this Agreement are signed and delivered, including but not limited to the Interconnection Facilities Agreement, a Participating Generator Agreement, a Meter Service Agreement and any other agreements required by CAISO. (c) All applicable agreements between Seller (or its Affiliates) and SDG&E as Transmission Provider which are required for Seller's performance of this Agreement are signed and delivered, including the Interconnection Facilities Agreement. (d) The Facility's electrical interconnection facilities have demonstrated the ability to accept the Contract Capacity.
(e) Seller (with the reasonable participation of Buyer) has completed all applicable WREGIS registration requirements that are reasonably capable of being completed prior to the Initial Delivery Date required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system.

EXECUTED this ___ day of _____ , 20_.
[Licensed Professional Engineer]
By: __________ _
Its: ___________ _
Date: __________ _
L
Seller: Energia Sierra Juarez U.S., LLC
By: __________ _
Its: ___________ _
Date: ___________ _
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4 \65-0693-0992.3 l

EXHIBITM

FORM OF LETTER OF CREDIT
[Bank Letterhead]
L/C NUMBER: (TBD by Bank) AMOUNT: $XXX,XXX (U.S. CURRENCY) EXPIRATION DA TE: MM/DD/YYYY
BENEFICIARY: APPLICANT:

Attn:

WE HEREBY OPEN OUR IRREVOCABLE NON-TRANSFERABLE STANDBY LETTER OF CREDIT ("LETTER OF CREDIT") IN FAVOR OF [BENEFICIARY] AND FOR THE ACCOUNT OF THE ABOVE REFERENCED APPLICANT IN THE AGGREGATE AMOUNT OF $XXX.XXX (Dollars and Cents) UNITED STATES CURRENCY, WHICH IS AVAILABLE BY PAYMENT WITH US WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

I. A DRAFT AT SIGHT DRAWN ON----~ AT OUR [US] '---' OFFICE AT _____ , ATTENTION: , DULY ENDORSED ON ITS REVERSE SIDE

THEREOF BY THE BENEFICIARY, SPECIFICALLY REFERENCING THIS LETTER OF CREDIT NUMBER;

2. THE ORIGINAL LETTER OF CREDIT AND ANY AMENDMENTS A TT ACHED THERETO;

3. COPY OF INVOICE MARKED UNPAID; AND

4. A STATEMENT ISSUED ON THE LETTERHEAD OF AND SIGNED BY THE BENEFICIARY STATING THE FOLLOWING: THE APPLICANT HAS NOT MADE PAYMENT ON INVOICE NUMBER (INSERT- INVOICE NUMBER) PER THE RELEVANT CONTRACTS. WE THEREFORE

DEMAND PAYMENT IN THE AMOUNT OF (INSERT - DOLLAR AMOUNT) AS SAME IS DUE AND OWING.

WE ARE ADVISED BY THE APPLICANT THAT THIS LETTER OF CREDIT IS ISSUED IN

CONNECTION WITH THE RENEWABLE POWER PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF SANTA CLARA AND ENERGIA SIERRA JUAREZ U.S., LLC DATED (INSERT - DATE OF PPA) AS AMENDED FROM TIME TO TIME DATED MM/DD/YYY ("AGREEMENT").

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4 165-0693-0992.3 I

INVOICE(S) IN EXCESS OF THE AMOUNT AVAILABLE UNDER THIS LETTER OF CREDIT ARE ACCEPTABLE; HOWEVER, DRAWINGS UNDER THIS LETTER OF CREDIT MAY NOT EXCEED AMOUNT AVAILABLE.

IF A COMPLYING PRESENTATION OF DRAW DOCUMENTS IS MADE PRIOR TO 12:00 P.M. (PACIFIC TIME) ON A BUSINESS DAY, THEN WE SHALL, PRIOR TO THE CLOSE OF BUSINESS

ON THE FIRST FOLLOWING BUSINESS DAY, MAKE PAYMENT IN IMMEDIATELY AVAILABLE FUNDS. IF A COMPLYING PRESENTATION OF DRAW DOCUMENTS IS MADE AT OR AFTER 12:00 P.M. (PACIFIC TIME) ON A BUSINESS DAY, THEN WE SHALL, PRIOR TO

CLOSE OF BUSINESS ON THE SECOND FOLLOWING BUSINESS DAY, MAKE PAYMENT IN IMMEDIATELY AVAILABLE FUNDS.

PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE PERMITTED.

ALL CHARGES OF THE ISSUER ARE FOR THE ACCOUNT OF THE APPLICANT.

THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING. THIS

UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED, OR

INCORPORATED BY REFERENCE TO ANY DOCUMENT, CONTRACT, OR AGREEMENT REFERENCED TO HEREIN.

WE HEREBY AGREE WITH YOU THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE

WITH THE TERMS AND CONDITIONS OF THIS CREDIT SHALL BE DULY HONORED IF

PRESENTED TOGETHER WITH DOCUMENT(S) AS SPECIFIED AT OUR OFFICE LOCATED AT _______ ,,ATTENTION:-----~ ON OR BEFORE THE ABOVE STATED EXPIRY DATE, OR ANY EXTENDED EXPIRY DATE IF APPLICABLE. DRAFT(S) DRAWN UNDER THIS CREDIT MUST SPECIFICALLY REFERENCE OUR LETTER OF CREDIT NUMBER.

FACSIMILE OF THE DRAW DOCUMENTS IS ACCEPTABLE TO [ADD US TELEPHONE NUMBER) ____ . IF PRESENTATION IS MADE BY FACSIMILE, PROMPT PHONE NOTIFICATION MUST BE GIVEN TO _____ AS PRESENTATION BY FACSIMILE SHALL

NOT BE COMPLETE UNTIL CONFIRMED BY TELEPHONE CALL TO THE NUMBER PROVIDED HEREIN. WE WILL NOTIFY YOU OF ANY UPDATES TO EITHER OF THE TWO PRECEDING TELEPHONE NUMBERS. . THE FACSIMILE PRESENTATION SHALL BE DEEMED THE ORIGINAL PRESENTATION. IN THE EVENT OF A FULL OR FINAL DRAWING, THE ORIGINAL

STANDY LETTER OF CREDIT MUST BE RETURNED TO THE ISSUER BY OVERNIGHT COURIER AT THE TIME OF FACSMILE PRESENTATION.

THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 ("ISP98"). AS TO MATTERS NOT GOVERNED BY ISP98, THIS LETTER OF CREDIT SHALL BE GOVERNED BY

AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,

WITHOUT REFERENCE TO THE CONFLICT OF LAW PROVISIONS THEREOF THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

SINCERELY,

AUTHORIZED SIGNATURE
(INSERT - TYPED NAME AND TITLE)
(Please note-The Bank is to provide documentation supporting signatory's authority to issue the Letter of Credit in the specified amount at the time the Letter of Credit is issued.) M-5
4165-0693-0992.31

TO BE COMPLETED UPON ACCEPTANCE AND ISSUANCE OF FINAL LETTER OF CREDIT

PLEASE DIRECT ANY CORRESPONDENCE INCLUDING DRAWING OR INQUIRY QUOTING OUR LETTER OF CREDIT NUMBER TO: _______ __, ATTENTION: ___ ···- M-5
4 I 65-0693-0992.3 l

ATTACHMENT A
Drawing Certificate
TO _____ _

IRREVOCABLE NON-TRANSFERABLE STANDBY LETTER OF CREDIT
No. __________ _

DRAWING CERTIFICATE
Subject: Irrevocable Non-transferable Standby Letter of Credit Reference Number: -------------
The undersigned ________________________ . an authorized representative of ______ (the "Beneficiary"), hereby certifies to '----------' (the "Bank"), and __________ (the "Applicant"), with reference to Irrevocable Nontransferable Standby Letter of Credit No. ( ), dated , (the "Letter of Credit"), issued by the Bank in favor of the Beneficiary, as follows as of the date hereof:

I. The Beneficiary is entitled to draw under the Letter of Credit an amount equal to $ _______________ , for the following reason(s) [check applicable provision]:
[ ]A. An Event of Default, as defined in that certain Renewable Power Purchase and Sale Agreement between Applicant and Beneficiary, dated as of [Date of Execution] (the "Agreement"), with respect to the Applicant has occurred.
[ JB. The Letter of Credit will expire in fewer than ten (10) Business Days (as defined in the Agreement) from the date hereof, and Applicant has not provided Beneficiary alternative Performance Assurance (as defined in the Agreement) acceptable to Beneficiary.
[ JC. The Bank has heretofore provided written notice to the Beneficiary of the Bank's intent not to renew the Letter of Credit following the present Expiration Date thereof ("Notice of Non-renewal"), and Applicant has failed to provide the Beneficiary with a replacement letter of credit satisfactory to Beneficiary in its sole discretion within thirty (30) days following the date of the Notice of Non-renewal.

2. Based upon the foregoing, the Beneficiary hereby makes demand under the Letter of Credit for payment of U.S. DOLLARS AND __ /! 00ths (U.S.$ _____ ~•• which amount does not exceed (i) the amount set forth in paragraph I above.

3. Funds paid pursuant to the provisions of the Letter of Credit shall be wire transferred to the Beneficiary in accordance with the following instructions: [INSERT] M-5
4 l 65-0693-0992.3 l
Unless otherwise provided herein, capitalized terms which are used and not defined herein shall have the meaning given each such term in the Letter of Credit.

IN WITNESS WHEREOF, this Certificate has been duly executed and delivered on behalf of the Beneficiary by its authorized representative as of this __ day of , 20 __ .

Beneficiary:

M-5
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1622 Agenda Date: 1/9/2024

REPORT TO COUNCIL

SUBJECT
Action to Approve a Merit-based Salary Adjustment for City Manager and to Adopt a Resolution Approving and Adopting the Updated Unclassified Salary Plan that increases the annual base salary for the City Manager to $418,220.76

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The employment agreement between the City of Santa Clara and the City Manager, Jovan D.

Grogan, includes the following provisions under Compensation.

3.2 Adjustments.
(a) Employee shall receive a two percent (2.0%) Cost of Living Adjustment (“COLA”) to their Base Salary, effective the first regular pay period in 2024. (b) Prior to the first regular pay period in 2024, and in conjunction with Employee’s annual performance appraisal (see Section 4 below), the City Council will meet with the Employee for the express purpose of determining, in its sole discretion, whether to grant Employee a merit-based salary adjustment, in an amount deemed appropriate by the City Council and otherwise permitted by law. This merit-base salary adjustment would be in addition to the COLA identified in Section 3.2, subsection (a) above.
(c) Following January 30, 2024, Council will, in its sole discretion, determine whether to provide Employee with any additional base salary or other compensation adjustments.

Council will make such determinations in conjunction with Employee’s annual performance (see Section 4 below) or at any other time that Council, in its sole discretion, deems appropriate. Any adjustments made pursuant to this subsection shall be memorialized in writing as an amendment to this Agreement and shall be approved by the City Council in open session.

On December 12, 2023, the City Council approved and adopted a resolution that updated the unclassified pay plan effective December 24, 2023, to include the revised annual base salary for the City Manager at $413,157.48, which reflects the 2.0% COLA, as referenced in the employment agreement.

On December 4, 2023, the City Council discussed in Closed Session the performance of the City Manager, and on December 12, 2023, considered awarding a merit increase for the City Manager.

The new annual base salary of the City Manager is now lower than that of the Chief Operating Officer and Chief Electric Utility Officer, which both report to the City Manager. Both of these positions are City of Santa Clara Printed on 1/4/2024Page 1 of 3
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24-1622 Agenda Date: 1/9/2024
and Chief Electric Utility Officer, which both report to the City Manager. Both of these positions are represented by the Miscellaneous Unclassified Management Employees (Unit 9), which received a

3.25% on December 24, 2023. As a result, the City Council provided direction to bring forward a merit-based salary adjustment for the City Manager that would equate to 1% above the two incumbents that are above the City Manager salary, effective as of the same date as the Unit 9 COLA for the two incumbents. The base salary for the two incumbents is approximately $414,079. The revised annual base salary for the City Manager would need to be revised to $418,220.76, to be 1% above that of the two incumbents. The merit-based salary adjustment equates to an approximate

1.23% increase in the annual base salary for the City Manager.

Section 9 of the Personnel and Salary Resolution requires City Council approval of compensation plans for unclassified positions. California Code Regulations Section 570.5 governs and requires the adoption of updated publicly available salary schedules by the governing body. The proposed Council action satisfies these applicable requirements. The updated salary plan reflects the Council approved merit increase for the City Manager.

In addition, the Brown Act requires that where final action is being taken to approve a salary schedule that includes a change to the compensation of a local agency executive (here, the City Manager), a verbal summary of that executive compensation shall be stated at the regular meeting of the legislative body at which the schedule is approved.

DISCUSSION
On February 7, 2023, the City Council approved the employment agreement between the City and Jovan D. Grogan. Per the agreement, the City Manager received a 2.0% COLA effective December 24, 2023. The current salary plan that was approved on December 12, 2023, reflects the new annual compensation for the position of City Manager of $413,157.48.

In addition, the City Council discussed and provided direction to bring forward a merit-based salary adjustment for the City Manager that would equate to 1% above the two incumbents that are above the City Manager salary. The base salary for the two incumbents is approximately $414,079. The revised annual base salary for the City Manager would need to be revised to $418,220.76, to be 1% above that of the two incumbents. The merit-based salary adjustment equates to an approximate

1.23% increase in the annual base salary for the City Manager.

Based on the direction, it is recommended that the City Council approve and adopt a resolution that adjusts the compensation of the City Manager to $418,220.76, which is an approximate 1.23% merit- based increase, and would be 1% above that of the two incumbents whose salary currently exceeds that of the City Manager.

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
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24-1622 Agenda Date: 1/9/2024
The general wage increase for the City Manager has a salary cost of approximately $5,100. This additional cost will be absorbed by the departments existing budget for FY 2023/24 and will be factored into the FY 2024/25 budget.

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

1. Approve a merit-based salary adjustment for the City Manager in the amount of $5,063.28, effective as of December 24, 2023; and

2. Adopt a Resolution to approve the revised unclassified salary plan that adjusts the City Manager annual salary to $418,220.76, to satisfy the requirements of California Code of Regulations Section 570.5, effective December 24, 2023; and Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Nadine Nader, Chief Operating Officer

ATTACHMENTS

1. Unclassified Salary Plan (effective 12-24-2023) approved 1-9-2024

2. Resolution Approving Updated Salary Plan

3. Employment Agreement by and between the City of Santa Clara, California and Jovan D.

Grogan
City of Santa Clara Printed on 1/4/2024Page 3 of 3
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City of Santa Clara
Unclassified/Elected Salary Plan
Effective 12/24/2023
Approved 1/9/2024
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual Accounting Division Manager 109 9 82.735962$ 14,340.90$ 172,090.80$ 107.068904$ 18,558.61$ 222,703.32$ Asst Building Official 222 9 88.186096$ 15,285.59$ 183,427.08$ 114.132288$ 19,782.93$ 237,395.16$ Asst City Attorney 015 9 102.492808$ 17,765.42$ 213,185.04$ 132.642288$ 22,991.33$ 275,895.96$ Asst City Clerk 010 9 68.551327$ 11,882.23$ 142,586.76$ 88.713115$ 15,376.94$ 184,523.28$ Asst City Librarian 012 9 89.304462$ 15,479.44$ 185,753.28$ 115.571885$ 20,032.46$ 240,389.52$ Asst City Manager 016 9 138.876519$ 24,071.93$ 288,863.16$ 179.714250$ 31,150.47$ 373,805.64$ Asst Dir Of Community Dev 038 9 100.938519$ 17,496.01$ 209,952.12$ 131.219769$ 22,744.76$ 272,937.12$ Asst Dir Of Electric Util 021 9 120.989942$ 20,971.59$ 251,659.08$ 156.576692$ 27,139.96$ 325,679.52$ Asst Dir Of Finance 022 9 96.290654$ 16,690.38$ 200,284.56$ 124.614865$ 21,599.91$ 259,198.92$ Asst Dir Of Human Resources 018 9 96.290654$ 16,690.38$ 200,284.56$ 124.614865$ 21,599.91$ 259,198.92$ Asst Dir Of Pub Works/City Eng 071 9 106.188404$ 18,405.99$ 220,871.88$ 137.424058$ 23,820.17$ 285,842.04$ Asst Dir Of Water & Sewer Util 014 9 95.307346$ 16,519.94$ 198,239.28$ 123.348692$ 21,380.44$ 256,565.28$ Asst Fire Chief 024 9B 141.201404$ 24,474.91$ 293,698.92$ 182.740500$ 31,675.02$ 380,100.24$ Asst Fire Marshal 026 9B 108.300346$ 18,772.06$ 225,264.72$ 140.153423$ 24,293.26$ 291,519.12$ Asst Police Chief 027 9A 147.198635$ 25,514.43$ 306,173.16$ 183.163154$ 31,748.28$ 380,979.36$ Asst To The City
Manager 028 9 94.131115$ 16,316.06$ 195,792.72$ 121.812635$ 21,114.19$ 253,370.28$ Audit Manager 201 9 79.650981$ 13,806.17$ 165,674.04$ 103.077635$ 17,866.79$ 214,401.48$ Battalion Chief 036 9B 116.678712$ 20,224.31$ 242,691.72$ 150.987577$ 26,171.18$ 314,054.16$ Battalion Chief 24 Hrs 036S 9BS 79.373283$ 19,261.25$ 231,135.00$ 102.712624$ 24,924.93$ 299,099.16$ Budget & Treasury Division Mgr 113 9 82.735962$ 14,340.90$ 172,090.80$ 107.068904$ 18,558.61$ 222,703.32$ Building Maintenance Manager 041 9 73.268827$ 12,699.93$ 152,399.16$ 94.818865$ 16,435.27$ 197,223.24$ Building Official 042 9 97.010481$ 16,815.15$ 201,781.80$ 125.540365$ 21,760.33$ 261,123.96$ Cemetery Operations Manager 045 9 58.589308$ 10,155.48$ 121,865.76$ 75.820442$ 13,142.21$ 157,706.52$ Chief Asst City Attorney 037 9 117.866423$ 20,430.18$ 245,162.16$ 152.538635$ 26,440.03$ 317,280.36$ Chief Electric Utility Officer 108 9 159.713192$ 27,683.62$ 332,203.44$ 206.682346$ 35,824.94$ 429,899.28$ Chief Operating Officer 311 9 159.713192$ 27,683.62$ 332,203.44$ 206.682346$ 35,824.94$ 429,899.28$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 1 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 12/24/2023
Approved 1/9/2024
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual City Attorney 060 Appointed 165.865385$ 28,750.00$ 345,000.00$ City Auditor 067 9 96.290654$ 16,690.38$ 200,284.56$ 124.614865$ 21,599.91$ 259,198.92$ City Clerk 063 Elected 1,500.00$ 18,000.00$
City Council Member CNCL Elected 2,000.00$ 24,000.00$ City Librarian 066 9 111.619327$ 19,347.35$ 232,168.20$ 144.448846$ 25,037.80$ 300,453.60$ City Manager 069 Appointed 201.067673$ 34,851.73$ 418,220.76$ Communications & Outreach Mgr 083 9 66.513981$ 11,529.09$ 138,349.08$ 86.071615$ 14,919.08$ 179,028.96$ Communications Operations Mgr 068 9 75.370500$ 13,064.22$ 156,770.64$ 97.537500$ 16,906.50$ 202,878.00$ Compliance Manager 081 9 67.561558$ 11,710.67$ 140,528.04$ 87.427731$ 15,154.14$ 181,849.68$ Contracts Manager 342 9 74.477135$ 12,909.37$ 154,912.44$ 96.374250$ 16,704.87$ 200,458.44$ Deputy City Attorney I 170 9 64.052365$ 11,102.41$ 133,228.92$ 82.890173$ 14,367.63$ 172,411.56$ Deputy City Attorney II 172 9 74.727808$ 12,952.82$ 155,433.84$ 96.708404$ 16,762.79$ 201,153.48$ Deputy City Clerk 178 9 57.689596$ 9,999.53$ 119,994.36$ 74.663538$ 12,941.68$ 155,300.16$ Deputy City Manager 079 9 103.546846$ 17,948.12$ 215,377.44$ 133.991942$ 23,225.27$ 278,703.24$ Deputy Fire Chief 080 9B 128.364288$ 22,249.81$ 266,997.72$ 166.129038$ 28,795.70$ 345,548.40$ Deputy Parks & Rec Director 175 9 83.674327$ 14,503.55$ 174,042.60$ 108.283615$ 18,769.16$ 225,229.92$ Deputy Public Works Director 176 9 83.822077$ 14,529.16$ 174,349.92$ 108.476423$ 18,802.58$ 225,630.96$ Development Project Manager 158 9 83.816596$ 14,528.21$ 174,338.52$ 108.467135$ 18,800.97$ 225,611.64$ Development Review Officer 144
9 81.090635$ 14,055.71$ 168,668.52$ 104.941500$ 18,189.86$ 218,278.32$ Director Of Community Developm 090 9 122.712462$ 21,270.16$ 255,241.92$ 158.806962$ 27,526.54$ 330,318.48$ Director Of Finance 087 9 122.468250$ 21,227.83$ 254,733.96$ 158.485615$ 27,470.84$ 329,650.08$ Director Of Human Resources 088 9 112.898250$ 19,569.03$ 234,828.36$ 146.100635$ 25,324.11$ 303,889.32$ Director Of Inf Technology/CIO 089 9 116.497385$ 20,192.88$ 242,314.56$ 150.766615$ 26,132.88$ 313,594.56$ Director Of Public Works 091 9 129.801519$ 22,498.93$ 269,987.16$ 167.978365$ 29,116.25$ 349,395.00$ Director Of Wtr & Sewer Utils 102 9 117.647885$ 20,392.30$ 244,707.60$ 152.244865$ 26,389.11$ 316,669.32$ Elec Div Mgr - Engineering 104Q 9 99.986250$ 17,330.95$ 207,971.40$ 129.402981$ 22,429.85$ 269,158.20$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 2 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 12/24/2023
Approved 1/9/2024
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual Elec Div Mgr - Generation 104R 9 99.986250$ 17,330.95$ 207,971.40$ 129.402981$ 22,429.85$ 269,158.20$ Elec Div Mgr - Operations 104P 9 99.986250$ 17,330.95$ 207,971.40$ 129.402981$ 22,429.85$ 269,158.20$ Elec Div Mgr - Substations 104M 9 99.986250$ 17,330.95$ 207,971.40$ 129.402981$ 22,429.85$ 269,158.20$ Elec Div Mgr - Transm, Distrib 104S 9 99.986250$ 17,330.95$ 207,971.40$ 129.402981$ 22,429.85$ 269,158.20$ Elec Div Mgr-Mkt A & P 107F 9 99.986250$ 17,330.95$ 207,971.40$ 129.402981$ 22,429.85$ 269,158.20$ Elec Division Manager 104 9 99.986250$ 17,330.95$ 207,971.40$ 129.402981$ 22,429.85$ 269,158.20$ Elec Program Manager 424 9 86.952115$ 15,071.70$ 180,860.40$ 112.519096$ 19,503.31$ 234,039.72$ Elec Util Chief Oper Officer 116 9 133.092173$ 23,069.31$ 276,831.72$ 172.239577$ 29,854.86$ 358,258.32$ Elec Util Risk Control Analyst 697 9 77.870596$ 13,497.57$ 161,970.84$ 100.776750$ 17,467.97$ 209,615.64$ Emergency Services Officer 106 9 90.512712$ 15,688.87$ 188,266.44$ 117.127269$ 20,302.06$ 243,624.72$ Environmental Programs Mgr 461 9 67.561558$ 11,710.67$ 140,528.04$ 87.427731$ 15,154.14$ 181,849.68$ Executive Assistant 187 9 56.821904$ 9,849.13$ 118,189.56$ 73.532365$ 12,745.61$ 152,947.32$ Field Foreperson 114 9 81.829673$ 14,183.81$ 170,205.72$ 105.892731$ 18,354.74$ 220,256.88$ Fire Chief 117 9B 153.565904$ 26,618.09$ 319,417.08$ 198.721904$ 34,445.13$ 413,341.56$ Fire Marshal 120 9B 116.678019$ 20,224.19$ 242,690.28$ 150.983423$ 26,170.46$ 314,045.52$ Fleet Manager 034 9 69.811038$ 12,100.58$ 145,206.96$ 90.339173$ 15,658.79$ 187,905.48$ Housing &
Comm Svc Div Mgr 075 9 83.892808$ 14,541.42$ 174,497.04$ 108.572827$ 18,819.29$ 225,831.48$ Housing Development Officer 749 9 65.884096$ 11,419.91$ 137,038.92$ 85.261788$ 14,778.71$ 177,344.52$ Human Resources Div Mgr 139 9 82.735962$ 14,340.90$ 172,090.80$ 107.068904$ 18,558.61$ 222,703.32$ Information Technology Svc Mgr 112 9 77.652058$ 13,459.69$ 161,516.28$ 100.481135$ 17,416.73$ 209,000.76$ Inspection Manager 134 9 83.095846$ 14,403.28$ 172,839.36$ 107.544462$ 18,641.04$ 223,692.48$ Legal Executive Assistant 185 9 56.821904$ 9,849.13$ 118,189.56$ 73.532365$ 12,745.61$ 152,947.32$ Library Div Mgr -Support Svcs 127G 9 69.759635$ 12,091.67$ 145,100.04$ 90.287769$ 15,649.88$ 187,798.56$ Management Analyst 008 9 57.689596$ 9,999.53$ 119,994.36$ 74.663538$ 12,941.68$ 155,300.16$ Mayor MAYOR Elected 2,500.00$ 30,000.00$
Municipal Services Div Mgr 110 9 82.735962$ 14,340.90$ 172,090.80$ 107.068904$ 18,558.61$ 222,703.32$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 3 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 12/24/2023
Approved 1/9/2024
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual Park Maint & Operations Superv 131 9 68.956269$ 11,952.42$ 143,429.04$ 89.227327$ 15,466.07$ 185,592.84$ Parks & Recreation Director 132 9 113.753077$ 19,717.20$ 236,606.40$ 147.199615$ 25,514.60$ 306,175.20$ Parks Const, Mtc & Repair Mgr 130 9 68.956269$ 11,952.42$ 143,429.04$ 89.227327$ 15,466.07$ 185,592.84$ Performance Auditor I 203 9 48.074654$ 8,332.94$ 99,995.28$ 62.219596$ 10,784.73$ 129,416.76$ Performance Auditor II 204 9 57.689596$ 9,999.53$ 119,994.36$ 74.663538$ 12,941.68$ 155,300.16$ Plan Review Manager 629 9 83.989212$ 14,558.13$ 174,697.56$ 108.682096$ 18,838.23$ 226,058.76$ Planning Manager 072 9 87.588346$ 15,181.98$ 182,183.76$ 113.348135$ 19,647.01$ 235,764.12$ Police Captain 138 9A 144.246231$ 25,002.68$ 300,032.16$ 174.454212$ 30,238.73$ 362,864.76$ Police Chief 141 Elected 28,755.00$ 345,060.00$ Police Records Manager 647 9 59.424865$ 10,300.31$ 123,603.72$ 76.906558$ 13,330.47$ 159,965.64$ Power System Scheduler/Trader 674 9 74.573538$ 12,926.08$ 155,112.96$ 96.509192$ 16,728.26$ 200,739.12$ Power Trader 673 9 95.307346$ 16,519.94$ 198,239.28$ 123.348692$ 21,380.44$ 256,565.28$ Principal Accountant 148 9 74.477135$ 12,909.37$ 154,912.44$ 96.374250$ 16,704.87$ 200,458.44$ Principal Electric Utility Eng 145 9 95.236615$ 16,507.68$ 198,092.16$ 123.245827$ 21,362.61$ 256,351.32$ Principal Eng - Water & Sewer 142W 9 92.344385$ 16,006.36$ 192,076.32$ 119.505288$ 20,714.25$ 248,571.00$ Principal Eng/City Surveyor 140 9 96.961731$ 16,806.70$ 201,680.40$ 125.482442$ 21,750.29$ 261,003.48$ Principal Engineer 142
9 92.344385$ 16,006.36$ 192,076.32$ 119.505288$ 20,714.25$ 248,571.00$ Principal Financial Analyst 149 9 74.477135$ 12,909.37$ 154,912.44$ 96.374250$ 16,704.87$ 200,458.44$ Principal Planner 143 9 74.477135$ 12,909.37$ 154,912.44$ 96.374250$ 16,704.87$ 200,458.44$ Principal Power Analyst 154 9 74.477135$ 12,909.37$ 154,912.44$ 96.374250$ 16,704.87$ 200,458.44$ Principal Util Info System Mgr 146 9 95.307346$ 16,519.94$ 198,239.28$ 123.348692$ 21,380.44$ 256,565.28$ Public Information Officer 077 9 90.512712$ 15,688.87$ 188,266.44$ 117.127269$ 20,302.06$ 243,624.72$ Public Records Manager 082 9 57.689596$ 9,999.53$ 119,994.36$ 74.663538$ 12,941.68$ 155,300.16$ Purchasing Division Manager 147 9 79.650981$ 13,806.17$ 165,674.04$ 103.077635$ 17,866.79$ 214,401.48$ Recreation Manager 150 9 75.184096$ 13,031.91$ 156,382.92$ 97.293231$ 16,864.16$ 202,369.92$ Risk Manager 700 9 79.650981$ 13,806.17$ 165,674.04$ 103.077635$ 17,866.79$ 214,401.48$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 4 of 5 City of Santa Clara
Unclassified/Elected Salary Plan
Effective 12/24/2023
Approved 1/9/2024
Minimum Salary Maximum Salary
Job Title Job Code Union Code Hour ly Monthly Annual Hourly Monthly Annual Sr Deputy City Attorney 161 9 79.432385$ 13,768.28$ 165,219.36$ 102.801346$ 17,818.90$ 213,826.80$ Sr Elec Div Mgr 173 9 109.980346$ 19,063.26$ 228,759.12$ 142.340769$ 24,672.40$ 296,068.80$ Sr Elec Div Mgr-Mkt A&P 174A 9 109.980346$ 19,063.26$ 228,759.12$ 142.340769$ 24,672.40$ 296,068.80$ Sr Information Tech Svcs Mgr 743 9 85.088250$ 14,748.63$ 176,983.56$ 110.115346$ 19,086.66$ 229,039.92$ Sr Management Analyst 742 9 63.458365$ 10,999.45$ 131,993.40$ 82.129673$ 14,235.81$ 170,829.72$ Sr Performance Auditor 202 9 67.561558$ 11,710.67$ 140,528.04$ 87.427731$ 15,154.14$ 181,849.68$ Sr Power System Schedlr/Trader 772 9 80.152269$ 13,893.06$ 166,716.72$ 103.733192$ 17,980.42$ 215,765.04$ Street Superintendent 159 9 76.199596$ 13,207.93$ 158,495.16$ 98.617269$ 17,093.66$ 205,123.92$ Transportation Manager 171 9 93.186404$ 16,152.31$ 193,827.72$ 120.597865$ 20,903.63$ 250,843.56$ Utility Business Systems Mgr 898 9 74.355000$ 12,888.20$ 154,658.40$ 96.219981$ 16,678.13$ 200,137.56$ Utility Operations Engineer 155 9 78.494019$ 13,605.63$ 163,267.56$ 101.573712$ 17,606.11$ 211,273.32$ Water & Sewer Operations Mgr 180 9 77.150827$ 13,372.81$ 160,473.72$ 99.851250$ 17,307.55$ 207,690.60$ Water & Sewer Superintendent 029 9 69.759635$ 12,091.67$ 145,100.04$ 90.287769$ 15,649.88$ 187,798.56$ Web & Digital Media Manager 073 9 66.513981$ 11,529.09$ 138,349.08$ 86.071615$ 14,919.08$ 179,028.96$ All classifications on the Unclassifed/Elected Salary Plan are FLSA "Exempt" 5 of 5 Resolution/Update Unclassified Salary Plan (eff 12-24-2023) Page 1 of 2 Rev: 7/27/2023
RESOLUTION NO. 24- _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

TO ADOPT THE AMENDED SALARY PLAN FOR THE POSITION
OF CITY MANAGER WITH AN APPROVAL DATE OF JANUARY 9,
2024, AND AN EFFECTIVE DATE OF DECEMBER 24, 2023

WHEREAS, the City of Santa Clara contracts with CalPERS to provide retirement benefits; WHEREAS, to comply with the California Code Regulations section 570.5, the City of Santa Clara shall among other things, have publicly available pay schedules approved and adopted by the City Council which shall indicate an effective date and date of any revisions; and, WHEREAS, as required by the California Code Regulations section 570.5 and as mandated by CalPERS, the City Council deems it to be in the best interests of the City to adopt the Amended Unclassified Salary Plan reflecting the increased salary for the position of City Manager, with an approval date of January 9, 2024, and an effective date of December 24, 2023.

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

1. The unclassified salary plan reflects the compensation for the position of City Manager of $418,220.76, which reflects a merit-based salary adjustment of approximately 1.3%.

2. Effective date. In accordance with the California Code Regulations section 570.5 and to comply with CalPERS, the attached salary schedule for the position of City Manager, shall be effective December 24, 2023, and adopted with an approval date of January 9, 2024.
.

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ____ DAY OF ____, 2024, BY THE FOLLOWING VOTE:

Resolution/Update Unclassified Salary Plan (eff 12-24-2023) Page 2 of 2 Rev: 7/27/2023
AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. Unclassified Salary Plan (effective 12-24-2023) approved 1-9-2024

Page 1 of 11 ends

City Council and Authorities ConcurrentJanuary 9, 2024

City Council and Authorities Concurrent
January 9, 2024