City Council and Authorities Concurrent
February 6, 2024

appropriation of funds. See Exhibit E for Notice of Exercise of Option to Extend Agreement Form.

2. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENT" is amended to read as follows :

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Revised Exhibit B, entitled "Schedule of Fees." The maximum compensation of this Agreement is set forth in Section 1 of Revised Exhibit B, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials, and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant's expense.

Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

3. Exhibit A of the Agreement as Amended, entitled "Scope of Services", is hereby amended to read as shown in Revised Exhibit A, attached and incorporated into this Amendment No. 1.

4. Exhibit B of the Agreement as Amended, entitled "Schedule of Fees", is hereby amended to read as shown in Revised Exhibit B, attached and incorporated into this Amendment No. 1.

5. Exhibit E, entitled "Notice of Exercise of Option to Extend Agreement Form", is hereby added to the Agreement and incorporated into this Amendment No. 1.

6. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

SIGNATURES ON NEXT PAGE
Amendment No. 1 to Agreement/Packet Fusion, Inc.

Rev. 10/25/2019
Page2
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANT A CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: Approved as to Form: --------------
GLEN R. GOGGINS
City Attorney
"CITY"
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-221 0
Fax: (408) 241-6771
PACKET FUSION, INC.
a California corporation
Principal Place of 4301 Hacienda Drive, Suite 400
Business Address: Pleasanton, CA 94588
Email Address: [email protected]
Telephone: (925) 701-2053
Fax: (925) 701-2030
"CONTRACTOR"
Amendment No. 1 to AgreemenUPacket Fusion, Inc.

Rev. 10/25/2019

REVISED EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

1. The City has a ShoreTel/Mitel Voice over IP (VoIP) unified communications solution to best meet the City's needs. The City maintains a 1100+ end user telephone system serving all City office locations and includes telephones (physical and soft-phones), voice mail, automated call distribution, call recording capabilities and enhanced features for the utility billing enterprise contact center. The system is SIP based with redundancy and failover.

2. The primary objective of this Scope of Service is to outline a customer focused Issue Resolution and Support Service Delivery Process. Packet Fusion, Inc. (PFI) will provide remote monitoring services of citywide Shore Tel/ Mitel equipment and licensing, (excluding MiCC which is not able to be monitored via Kaseya). A Customer Support Process for identified issues and a method for determining additional services needs and upgrade paths to the existing equipment and software. The detailed scope of services is more completely defined below.

3. MiCC in its entirety will be supported by PFI through the end of the initial term.

4. Issue Resolution and Support Service Delivery Process

4.1 . Monitoring - Proactive Full Time Monitoring

4.1.1. Proactive monitoring using Kaseya management monitoring software will be provided on a 24 hour a day, 7 days a week, 365 days a year basis.

4.1.2. All alarms from the ShoreTel communication system will be sent to PFl's Network Operations Center (NOC) and treated in the following manner:

4.1.2.1. PFI will attempt to fix the problem remotely and then notify the City of the outcome.

4.1.2.2. If the problem is not fixed remotely , the issue will be considered a Service Restoration Issue and the City will notified within the timeframe laid out in the SLA in the Service Restoration section below.

4.1.2.3. Root Cause Analysis (RCA) will be done to establish the true cause of problem(s), and develop an error record, to record the known errors, which is issued to inform relevant personnel of identified errors(s) and fault isolation activities for continuous improvement relating to the environment. An initial RCA within be provided to the City within 48 Amendment No. 1 to Agreement/Packet Fusion, lnc./Revised Exhibit A- Scope of Services Rev. 10/25/2019
Page4
hours and the final review will be submitted within 5 business days.

5. Service Restoration

5.1. Unlimited Support Services upon request by the City to restore malfunctioning operating component parts of the equipment to proper working order. For the equipment and restoration of malfunctioning system platform component parts, and licensing to proper working order for services specified in Appendix A, "Schedule of Equipment and Software" herein. Hours of coverage to be provided shall be 24 hours a day, 7 days a week and 365 days a year.

5.2. With respect to on-site and remote response times for Outage of Equipment (classified as a Priority 1, 2, or 3 failures as defined below), PFI will use its best efforts as follows:

Target
Priority Definition Response Resolution
Time Time
P1 Emergency issue impacting an entire site or Immediate 1 Hour customer's business is severely affected. (within 15
(System Down I Loss of Call Center I Loss of Voice mins) Mail/ Call processing has ceased)
RCA documented and shared.

P2 Urgent issue impacting peripheral application or an 4 Hours 2 business escalated service or call quality issue impacting an days individual person. (Loss of call capability of 25% or
more I System degradation of 25% or more Less
than 25% system outage)
RCA documented and shared.

P3 Standard issues not impacting the ability to make 24 Hours 1 or receive phone calls. (Intermittent call quality busines issues/ Static on lines / Peripheral application - sweek equipment malfunctioning I All other issues not
covered in P1/P2)
RCA documented and shared.

5.3. Note, any on-site labor performed for major malfunctions is covered in this agreement and provided free of charge to the City.

Amendment No. 1 to Agreement/Packet Fusion, lnc./Revised Exhibit A- Scope of Services Rev. 10/25/2019
Page5

5.4. Any remote phone or remote access services that is not support related, which lasts less than 30 minutes, shall not be billed.

6. Training

6.1. PFI will make training available for city users including the following:

6.1 .1. End User Training - Mitel training webinars, End-User Refresher Training via Webinar

6.1.2. Administrator Training

7. Health Checks, Upgrades, and Value Add Services

7.1. PFI and City to participate in a monthly support/ TAC review call. This is a remote conference call to review all outstanding tickets, issues and situations.

7.2. PFI to perform a yearly health check/ system audit in the first quarter of each calendar year and present findings and recommendations to the City. The audit shall include information relating to Mitel Configuration, Server Configuration, LAN/WAN, Mitel Compliance, Best Practices, Contact Center Review, etc.

7.3. PFI and City to participate in a bi-annual business review meeting to review findings from above health check and TAC review calls , present Product Enhancements for Mitel Core UC, MiCC and all related Mitel telephony entities, provide an overview of industry trends in UC/ UCaaS / CCaaS, new technologies and future roadmap.

7.4. Remote labor for 1 voluntary upgrade per year is included in PFl's annual support services. If the upgrade is required due to a service affecting situation, then there is no labor charged for the upgrade and does not count towards the 1 included voluntary upgrade. For each of these upgrade scenarios, if the upgrade requires on­ site assistance due to service affecting problems caused by the upgrade, there is no charge for on-site labor.

7.5. PFI to provide 20 additional professional service labor hours per year to be used at City's discretion.

Amendment No. 1 to Agreement/Packet Fusion, lnc./Revised Exhibit A - Scope of Services Rev. 10/25/2019
Page6
Appendix A, "Schedule of Equipment and Software"
Primary support without phone coverage will include:

Product Qty
AGENT CALL MANAGER LICENSE 10
BUNDLE, LICENSE UPGRADE FROM SIP TRUNK TO 250 VIRTUAL SIP TRUNK DIST VOICE SVCS SVR 1
Extension and Mailbox License 1120
Extension and Mailbox License BDL 200
Extension Only License 2
UC BUNDLE, ADV APP ESSENTIALS ONSITE 200
LICENSE BUNDLE, ESSENTIALS ONSITE 200
LICENSE, ACTIVE DIRECTORY IMPORT 1
LICENSE, ADDITIONAL SITE 30
LICENSE, AUDIO CONFERENCING 10 PORTS 1
LICENSE, AUDIO CONFERENCING 10 PORTS* 4
LICENSE, OUT CAMPAIGN IVR (ADD-ON 5 CALLS) 1
LICENSE, OUT CAMPAIGN IVR (BASE 5 CALLS) 1
LICENSE, ROAMANYWHERE CLIENT ACCESS, MOBI 375
LICENSE, SIP DEVICE 15
License, SIP trunk (ST/SG Voice Switch) 320
LICENSE, VIRTUAL EDGE GATEWAY SERVER 1
LICENSE, VIRTUAL PHONE CAPACITY QTY 1 5
LICENSE, VIRTUAL SIP TRUNK QTY 1 5
OPERATOR CALL MANAGER LICENSE 1
PROFESSIONAL CALL MANAGER 50
SHORETEL ROAMANYWHERE CLIENT ACCESS LICE 25
SHOREWARE PERSONAL CALL MANAGER REQUIRE 77
SUPERVISOR CALL MANAGER LICENSE 10
Voice Switch SG-90(PLM approval REq'd) 9
VOICE SWITCH, SG220T1 MADE IN USA 4
VOICE SWITCH, SG220T1A MADE IN USA 2
VOICE SWITCH, SG24A MADE IN USA 4
VOICE SWITCH, SG30 MADE IN USA 19
VOICE SWITCH, SGS0 MADE IN USA 1
Amendment No. 1 to Agreement/Packet Fusion, lnc./Revised Exhibit A- Scope of Services Page 1 Rev. 10/25/19

REVISED EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Four Hundred Twenty-Eight Thousand Eight Hundred Sixty­ Four Dollars and Forty-Eight Cents ($428,864.48), subject to budget appropriations. Any additional services or materials requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.

1.2. The compensation amount is specified below:

Table 81
Description Cost
Support Fee
Initial Term Years 1 - 5 $ 226,670 .00
Initial Term Year 6 -Amendment No. 1 $ 52,194.48
Support Total $ 278,864.48
Upgrade to MiCC (Previously Approved Contingency) $ 100,000.00 Contingency - Amendment No. 1 $ 50,000.00
TOTAL MAXIMUM COMPENSATION NOT-TO-EXCEED $ 428,864.48

2. ANNUAL FEE FOR SUPPORT
The annual fee for support is specified in Table 82 below:

Table B2
Description Support Fee
Initial Term Year 1 $45,334.00
Initial Term Year 2 $45,334.00
Initial Term Year 3 $45,334.00
Initial Term Year 4 $ 45.334.00
Initial Term Year 5 $45,334.00
Amendment No. 1
Initial Term Year 6 $52,194.48
Amendment No. 1 to AgreemenUPacket Fusion, lnc./Revised Exhibit B - Schedule of Fees Rev. 10/25/19

Description Support Fee
Not-to-Exceed Amount for Option 1 of 3 (If $75,000.00 Executed, at City's Discretion) Not-to-Exceed Amount for Option 2 of 3 (If $75,000.00 Executed, at City's Discretion) Not-to-Exceed Amount for Option 3 of 3 (If $75,000.00 Executed, at City's Discretion)

3. PRICING AND OPTION RENEWALS

3.1 . Pricing shall be fixed for the initial term of the agreement.

3.2. Pricing for option years shall be as specified in Table B2 above.

4. FEES FOR AS-NEEDED SERVICES
As-needed services shall be billed at the following hourly rates and material fee specified in Table 83:

Table B3
Description Standard Hourly Overtime
Rate Hourly Rate
Standard Support Customers $ 145.00 $ 217.50
Material: 20% Discount off list price for any additional equipment not covered under support.

5. INVOICE REQUIREMENTS

5.1. Contractor will bill City on an invoice and in a format approved by City and subject to verification and approval by City.

5.2. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Amendment No. 1 to Agreement/Packet Fusion, lnc./Revised Exhibit B - Schedule of Fees Page 1 Rev. 10/25/19

EXHIBIT E

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:

CONTRACTOR:

DATE:

Pursuant to Section _ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions :

I OPTION NO. #of#

NEW OPTION TERM
I Begin date:

End date:
0 CHANGES IN RA TE OF COMPENSATION
I Percentage change in CPI upon which adjustment is based:

Pursuant to Section _ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
I MAXIMUM COMPENSATION for New Option Term:

For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor's services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.

Approved as to Form:

GLEN R. GOOGINS
City Attorney
Dated:

JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Amendment No. 1 to Agreement/Packet Fusion , lnc./Exhibit E - Notice of Exercise of Option Rev. 10/25/19

19-1607

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca .gov
@SantaClaraCity
Agenda Date: 2/19/2019
Action on an Agreement for Services with Packet Fusion, Inc. to provide Support and Maintenance on the City's Telephony System.

BACKGROUND
The Information Technology Department (ITD) maintains a 1,000+ end user telephone system serving all City locations . The Voice over Internet Protocol (VoIP) telephone platform for the City includes telephones, voice mail, automated call distribution, call recording capabilities and enhanced features for the utility billing enterprise contact center. The system requires regular software upgrades, support and warranty maintenance from a certified licensed telephony vendor.

DISCUSSION
On October 29, 2018, the City issued a Request for Proposals (RFP) to select a qualified firm to provide VoIP Telephony service, support and warranty maintenance for the citywide ShoreTel/Mitel equipment, licenses and system platform. Staff conducted industry research and did outreach to 6 firms that perform telephony services to notify them of the RFP, and two proposals were received by the proposal deadline from Packet Fusion Inc. and Xtelesis Corporation.

The proposals were evaluated and scored by an evaluation team consisting of ITD and Finance department staff. The proposals were evaluated based on the firm's qualifications and relevant experience; overall planned service responsiveness; quality and completeness of the proposal; and pricing competitiveness. Based on staff's evaluation of the proposals, Packet Fusion, Inc. is being recommended having submitted the best value proposal to provide the VoIP telephony service, support and warranty maintenance citywide. A five-year agreement is recommended to provide continuity and consistency of support, resulting in a cost savings of $20,775 over the five-year term of the agreement.

The proposed agreement is for an estimated amount not to exceed $326,670 inclusive of $226,670 for basic support services and $100,000 contingency costs for any future technology enhancements, replacement equipment, or additional licenses or services that may be required over the five year agreement term to accommodate the City's needs.

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

City of Santa Clara Page 1 of 2 Printed on 2/28/2019
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19-1607 Agenda Date: 2/19/2019

FISCAL IMPACT I
Funding for the current year of this agreement was included in the 2018/19 Operating Budget.

Future years of this agreement will be included as part of the budget development process.

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

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

RECOMMENDATION
Authorize the City Manager to execute a five-year agreement for Telephone System Support and Maintenance Services with Packet Fusion, Inc. for a maximum compensation amount not-to-exceed $326 ,670 and subject to the appropriation of funds over the five year term of the agreement.

Reviewed by: Gaurav Garg, Director/Clo , Information Technology Department Approved by: Deanna J. Santana , City Manager

ATTACHMENTS

1. Agreement for Services 2018 PFI
City of Santa Clara Page 2 of 2 Printed on 2/28/20 19
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EBIX Insurance No. S200002788

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
PACKET FUSION, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Packet Fusion, Inc., a California Corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Packet Fusion, Inc
Rev. 07-01-18

whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on March 1, 2019 and terminate on February 28, 2024.

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Three Hundred and Twenty-Six Thousand, Six Hundred and Seventy Dollars ($326,670.00), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum Agreement with Packet Fusion, Inc
Rev. 07-01-18

compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with Packet Fusion, Inc
Rev. 07-01-18

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

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

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

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

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner Agreement with Packet Fusion, Inc
Rev. 07-01-18
Page4
arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

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

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

Agreement with Packet Fusion, Inc
Rev. 07-01-18

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

City of Santa Clara
Attention: Information Technology Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:

Packet Fusion, Inc.
4637 Chabot Drive, Suite 350
Pleasanton, California 94588
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with Packet Fusion, Inc
Rev. 07-01-18

following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

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

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

Agreement with Packet Fusion, Inc
Rev. 07-01-18

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

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form :

C¥tru-.~ ~ BRIANDOLE
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
PACKET FUSION, INC.
a California corporation
Dated: _______,.~ cJ--,--1/. ~-~/ ~~~-
By (Signature): T-i --~ ----~- - -~-t=,,-~---- ---N am e: W. Todd Peterson Title: President
Principal Place of 4637 Chabot Drive, Suite 350
Business Address: Pleasanton , CA 94588
Email Address: [email protected]
Telephone: ( 925 ) 701-2053
Fax: ( 925 ) 701-2030
"CONTRACTOR "
Agreement with Packet Fusion, Inc
Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

The City of Santa Clara has a ShoreTel/Mitel Voice over IP (VoIP) unified communications solution to best meet the City's needs. The City maintains a 1100+ end user telephone system serving all City office locations and includes telephones (physical and soft-phones), voice mail, automated call distribution, call recording capabilities and enhanced features for the utility billing enterprise contact center. The City operates the VoIP system in a virtualized environment, namely VMWare 6.5 (current). The system is SIP based with redundancy and failover.

The primary objective of this Scope of Service is to outline a customer focused Issue Resolution and Support Service Delivery Process. Packet Fusion, Inc. (PFI) will provide remote monitoring services of citywide ShoreTel/ Mitel equipment, licenses, call center and system platform, a Customer Support Process for identified issues and a method for determining additional services needs and upgrade paths to the existing equipment and software. The detailed scope of services is more completely defined below.

Issue Resolution and Support Service Delivery Process

1. Monitoring - Proactive Full Time Monitoring
A. Proactive monitoring using Kaseya management monitoring software will be provided on a 24 hour a day, 7 days a week, 365 days a year basis.

B. All alarms from the Shore Tel communication system will be sent to PFl's Network Operations Center (NOC) and treated in the following manner:
a. PFI will attempt to fix the problem remotely and then notify the City of the outcome.
b. If the problem is not fixed remotely, the issue will be considered a Service Restoration Issue and the City will notified within the timeframe laid out in the SLA in the Service Restoration section below.
c. Root Cause Analysis (RCA) will be done to establish the true cause of problem(s), and develop an error record, to record the known errors, which is issued to inform relevant personnel of identified errors( s) and fault isolation activities for continuous improvement relating to the environment.

An initial RCA within be provided to the City within 48 hours and the final review will be submitted within 5 business days.

Agreement with Packet Fusion, Inc /Exhibit A-Scope of Services Rev. 07-01-18

2. Service Restoration
A. Unlimited Support Services upon request by the City to restore malfunctioning operating component parts of the Equipment to proper working order for the equipment listed below in Appendix A, "Schedule of Equipment" and restoration of malfunctioning system platform component parts, and licensing to proper working order for services listed in Appendix B, "Systems and Licensing". Hours of coverage to be provided shall be 24 hours a day, 7 days a week and 365 days a year.

B. With respect to on-site and remote response times for Outage of Equipment ( classified as a Priority 1, 2, or 3 failures as defined below), PFI will use its best efforts as follows:

Target
Priority Definition Response Resolution
P1
P2
P3
Time Time
Emergency issue impacting an entire site or Immediate 1 Hour customer's business is severely affected. (within 15
(System Down / Loss of Call Center I Loss of Voice mins) Mail / Call processing has ceased)
RCA documented and shared.

Urgent issue impacting peripheral application or an 4 Hours 2 business escalated service or call quality issue impacting an days individual person. (Loss of call capability of 25% or
more I System degradation of 25% or more Less than
25% system outage)
RCA documented and shared.

Standard issues not impacting the ability to make or 24 Hours 1 business receive phone calls. (Intermittent call quality issues/ week Static on lines / Peripheral application - equipment
malfunctioning / All other issues not covered in
P1/P2)
RCA documented and shared.

C. Note, any on-site labor performed for major malfunctions is covered in this agreement and provided free of charge to the City.

D. Any remote phone or remote access services that is not support related, which lasts less than 30 minutes, shall not be billed.

Agreement with Packet Fusion, Inc /Exhibit A-Scope of Services Rev. 07-01-18

3. Enterprise Call Center Support
Palitto Consulting
PFI working with Palitto Consulting Services (PCS) will provide the following:
a. Enterprise Contact Center (ECC) integration of the current Harris Web Services, ACD and IVR flow;
b. Create Web Service Integration into ECC via SQL;
c. Installation of Integration onto ECC server with associated software, maintaining PCI compliant integration of the payment functions; d. Testing and Training of web service integration including maintaining, upgrading and support of a test system;
e. Documentation to detail installation, maintenance and high-level overview of integration;
f. Configure, test and implement City call flows including each script to interact with the SQL linked Harris Web Services;
g. Future needed integration to the SEW payment service - First Billing; h. Create all call profile variables needed;
i. Work with the City and PFI in the testing and implementation phases of this project;
j. PFI to provide Advanced ShoreTel & Contact Center Reporting via Brightmetrics; and,
k. Call Flow Design and Script review

4. Training
PFI will make training available for city users including a. End User Training - Mitel training webinars, End-User Refresher Training via Webinar
b. Administrator Training

5. Health checks, upgrades, value add services
A. PFI & City to participate in a monthly support/ TAC review call. This is a remote conference call to review all outstanding tickets, issues and situations B. PFI to perform a yearly health check/ system audit in the first quarter of each calendar year and present findings and recommendations to the City. The audit shall include information relating to Mitel Configuration, Server Configuration, LAN/WAN, Mitel Compliance, Best Practices, Contact Center Review, etc.

C. PFI and City to participate in a bi-annual business review meeting to review findings from above health check and TAC review calls, present Product Enhancements for Mitel Core UC, ECC, Palitto, Oaisys, etc. Provide an Agreement with Packet Fusion, Inc /Exhibit A-Scope of Services Rev. 07-01-18

overview of industry trends in UC/ UCaaS / CCaaS, new technologies and future roadmap.

D. Remote labor for 1 voluntary upgrade per year is included in PFl's annual support services. If the upgrade is required due to a service affecting situation, then there is no labor charged for the upgrade and does not count towards the 1 included voluntary upgrade. For each of these upgrade scenarios, if the upgrade requires on-site assistance due to service affecting problems caused by the upgrade, there is no charge for on-site labor.

E. PFI to provide 20 additional professional service labor hours per year to be used at City's discretion.

Agreement with Packet Fusion, Inc /Exhibit A-Scope of Services Rev. 07-01-18

Appendix A, "Schedule of Equipment"
Type Serial Number SG-30
SG-30 S30F1425xxxxx SG-30
SG-220T1 ST1 F1619xxxxx SG-30
SG-24A 2AF A 1440xxxxx SG-30
SG-220T1 ST1F1225xxxxx SG-90
SA-100 Collab UCBd4ae5xxxxx SG-30
SG-220T1 ST1 F1451xxxxx SG-90
SG-220T1A T1AF1324xxxxx SG-30
SG-24A 2AF A 1443xxxxx SG-30
SG-24A 2AF A 1440xxxxx SG-220T1A
SG-24A 2AF A 1440xxxxx SG-220T1
SG-90 S90F1442xxxxx SG-30
SG-30 S30F1424xxxxx SG-50
SG-30 S30F1320xxxxx SG-90
SG-90 S90F1547xxxxx SG-30
SG-30 S30F1425xxxxx SG-30
SG-90 S90F1536xxxxx SG-vPhone
SG-90 S90F1442xxxxx SG-vPhone
SG-90 S90F1442xxxxx SG-vTrunk
SG-30 S30F1425xxxxx SG-vTrunk
SG-30 S30F1425xxxxx SG-90
SG-30 S30F1425xxxxx SG-30
Agreement with Packet Fusion, Inc /Exhibit A-Scope of Services Rev. 07-01-18
S30F1425 xxxxx
S30F1425 xxxxx
S30F1425 xxxxx
S30F1425 xxxxx
S90F1442 xxxxx
S30F1425 xxxxx
S90F1614 xxxxx
S30F1412 xxxxx
S30F1650 xxxxx
T1AF1345xxxxx
ST1F1415 xxxxx
S30F1425 xxxxx
S50F1442 xxxxx
S90F1442 xxxxx
S30F1648 xxxxx
S30F1425 xxxxx
VTP00505xxxxx
VTP00505xxxxx
VTP00505xxxxx
VTP00505xxxxx
S90F1442 xxxxx
S30F1425 xxxxx

Call Center Applications & Products
Oaisys Standard SWA Voice Recording Base - 30 Ports
Oaisys Standard SWA Voice Recording Addi Port
Contact Center Agent Activity Event Feed license BDL
Contact Center Group Activity Event Feed license BDL
Contact Center Inbound Voice license bundle
Contact Center Inbound Voice license bundle BDL
Contact Center IVR license for one concurrent IVR port BDL Contact Center Supervisor license
Contact Center Supervisor license BDL
Contact Center TAPI App Server license BDL
Outbound Campaign IVR Application (add five more calls) Outbound Campaign IVR Application (base package)
ECC Base 10 Package for Release 8
Agreement with Packet Fusion, Inc /Exhibit A-Scope of Services Rev. 07-01-18
1 1
2 2
15 10
45 10
1 1
1 1
1

Appendix B, "Systems and Licensing"
Name Purchased
Keved Licenses:

ShoreTel Additional Language License 0
ShoreTel Additional Site License 31
Shore Tel Audio Conference License 30
ShoreTel Extension License 1300
ShoreTel External Unified Messaging SIP Link 0
ShoreTel High Resolution Video License 0
I ShoreTel Mailbox License 1271
ShoreTel Mobile Access License 25
ShoreTel Operator Access License 1
Shore Tel Professional Access License 250
ShoreTel Remote Web Reporting License 0
ShoreTel SIP Phone License 40
ShoreTel SIP Trunk License 75
ShoreTel SoftPhone License 261
ShoreTel Standard Resolution Video License 251
ShoreTel System License (Enterprise Edition) 1
ShoreTel Virtual Switch Phone License 5
ShoreTel Virtual Switch SIP Trunk License 255
ShoreTel Web Conference License 0
Shore Tel WorkQroup Agent Access License 0
Shore Tel Workgrouo Suoervisor Access License 10
Active Directory Import Application 1
Mobility Router 4000 Appliance 1
Self-audited Licenses:

ShoreTel Personal Access License 1500
Shore Tel Remote Server Software 0
ShoreTel TAPI Application Server 5
ShoreTel Phone API License 0
Phone Product in use
IP Phone IP485a 1100
IP Phone IP655 1
IP 930D 33
IP930D DECT Repeater 5
IP930D DECT Starter Kit 17
Web Power Switch 7 27
Agreement with Packet Fusion, Inc /Exhibit A-Scope of Services Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES
Contractor will bill City on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.
1) SUPPORT AGREEMENT:

Term Length (Paid annually) Service Support coverage costs (excludinq phones)
5-vear term $45,334 per year
2) Hourly Time and Materials Billing Rate for items not covered under Exhibit A of this Agreement ("T&M Rates"):

Hourly Rates: $125/hour.

Overtime Hourly Rates: $187.50/hour.

PFI shall provide a 20% Discount off list price for any additional equipment purchased pursuant to this Agreement.
3) Subject to appropriations of funds, a reserve fund of $100,000 for unanticipated project work and needs not covered under standard maintenance and warranty as required shall be included in contract not to exceed amount over the life of this contract.

Agreement with Packet Fusion, lnc./Exhibit B-Schedule of Fees Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

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

Agreement with Packet Fusion, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

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

C. WORKERS' COMPENSATION

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

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

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

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

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

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with Packet Fusion, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.

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

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

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

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

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of Agreement with Packet Fusion, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18

complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

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

EBIX Inc.

City of Santa Clara - IT Department
P.O. Box 100085 - S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
1 Ebix Way
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Packet Fusion, lnc./Exhibit C-lnsurance Requirements Rev. 07-01-18
Page4
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1462 Agenda Date: 2/6/2024

REPORT TO COUNCIL

SUBJECT
Action on Reappointment of Board and Commission Members, Declaring Commissioner Vacancies, and Setting Dates for Recruitment and Interviews

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
Board, Commission and Committee members are generally appointed to a four-year term (full term) and may serve a maximum of two consecutive full terms. In the case where an existing member is eligible for another term, past City practice has been for staff to contact those existing members and inquire if the member would like to be considered for re-appointment to serve another term. The Council then takes formal action to reappoint those existing members who indicate a desire to serve a second term. If an individual is appointed to fill a partial term, he or she may serve an additional two full terms. Full terms are effective July 1
st of the appointing year and expire on June 30th of the fourth year.

DISCUSSION
Staff has continued with the past practice of reaching out to the incumbents eligible for reappointment and inquiring if there is a desire to continue to serve a second term. Regular attendance is one of the requirements to serve on a Board or Commission, staff has attached an attendance roster (Attachment 1) of all Boards and Commissions for Council’s review.

The terms for the following commissioners will expire on June 30, 2024; staff has reached out to all eligible incumbents and those who wished to be considered for reappointment to serve another term ending June 30, 2028 are listed below:

Bicycle and Pedestrian Advisory Commission (2) Betsy Megas Perry Pennvenne
Cultural Commission (2) Candida Diaz
Paul McNamara
Parks and Recreation Commission (1) Dana Caldwell
Planning Commission (2) Eric Crutchlow
Lance Saleme
Senior Advisory Commission (2) Judy Hubbard
City of Santa Clara Printed on 2/2/2024Page 1 of 3
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24-1462 Agenda Date: 2/6/2024
Srinivasan Manivannan
The following commissioners have served two full terms which will each end on June 30, 2024:
creating two vacancies for a full-term each ending June 30, 2028 on the Board of Library Trustees:

Leonne Broughman
Jan Hintermeister
Resignations
· The Bicycle and Pedestrian Advisory Committee (BPAC) has a vacancy due to a resignation for a partial term ending June 30, 2025.
· The Cultural Commission received a resignation on January 8, 2024 effective immediately creating a vacancy for a partial term ending June 30, 2027.

Commissioners not seeking reappointment
· Civil Service Commissioner Tahir Naim will finish out his term ending June 30, 2024 and will not seek reappointment; therefore, a vacancy will be created for a full-term ending June 30, 2028.
· Parks and Recreation Commissioner Cox will finish out her term ending June 30, 2024 and will not seek reappointment; therefore, a vacancy will be created for a full-term ending June 30, 2028.

Due to the above vacancies, staff recommends that the Council declare vacancies for four (6) positions: one (1) partial term ending on June 30, 2025 on the BPAC; one (1) partial term ending on June 30, 2027 on the Cultural Commission; three (4) full terms each ending on June 30, 2028 two on the Board of Library Trustees; one on the Parks and Recreation Commission; and one of the Civil Service Commission; and set the recruitment to begin on February 9, 2024 with an application deadline of March 22, 2024 by 5:00 p.m.; and set April 16, 2024 as the tentative date to conduct interviews.

Staff will bring forward Special Orders of Business to recognize outgoing commissioners at a future Council meeting.

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

FISCAL IMPACT
There is no additional cost to the City other than administrative staff time and expense.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a City of Santa Clara Printed on 2/2/2024Page 2 of 3
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24-1462 Agenda Date: 2/6/2024
Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]>.

RECOMMENDATION

1. Reappoint the nine (9) eligible commissioners to serve a four-year term each ending June 30, 2028;

2. Declare six (6) positions to be filled:
· One (1) partial term ending June 30, 2025 on the Bicycle and Pedestrian Advisory Committee; and
· One (1) partial term ending June 30, 2027 on the Cultural Commission · Four (4) full terms each ending on June 30, 2028, two on the Board of Library Trustees; one on the Parks and Recreation Commission; and one on the Civil Service Commission;

3. Set the recruitment to open on Friday, February 8, 2024;

4. Set Friday, March 19, 2024 by 5:00 p.m. as the application deadline; and

5. Set Tuesday, April 16, 2024 to conduct interviews.

Reviewed by: Nora Pimentel, Assistant City Clerk
Approved by: Jovan D. Grogan, City Manager

ATTACHMENT

1. Board/Commissions Attendance Roster 2023-2024
City of Santa Clara Printed on 2/2/2024Page 3 of 3
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Board and Commission Attendance Roster
Current roster reflects attendance from February 2023- January 2024

Bicycle and Pedestrian Advisory Committee Attendance

First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting Absences
2023/2024
Betsy Megas 06/30/2024 Yes None
Perry Penvenne 06/30/2024 Yes 10/23/2023 Excused
01/22/2024 Unexcused
Bruce Donoghue 06/30/2025 N/A 08/28/2023 Excused
Sukrit Ganesh 06/30/2025 N/A 06/26/2023 Excused
Ashish Joshi 06/30/2027 Yes 08/28/2023 Excused
01/22/2024 Excused
Ken Kratz 06/30/2027 Yes None
Clark Seninger 06/31/2027 Yes None
VACANT 06/30/2025

Civil Service Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting Absences
2023/2024
Tahir J. Naim 06/30/2024 Yes 05/08/2023 Excused
Wesley Dudzinski 06/30/2025 Yes 09/11/2023 Excused
09/18/2023 Excused
Franklin Felizardo 06/30/2026 No 10/12/2023 Excused
11/13/2023 Unexcused
Ron Billingsley 06/30/2027 Yes 12/11/2023 Excused
Arti Purohit 06/30/2027 Yes None

Cultural Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting Absences
2023/2024
Candida A. Diaz 06/30/2024 Yes 11/06/2023 Excused
Paul McNamara 06/30/2024 Yes 08/07/2023 Unexcused
11/06/2023 Late
12/04/2023 Excused
01/08/2024 Excused
Neetu Garg 06/30/2025 Yes 01/08/2024 Excused
Jonathan Marinaro 06/30/2025 Yes 02/06/2023 Unexcused
Louis Samara 06/30/2026 No 05/01/2023 Unexcused
11/06/2023 Excused
01/08/2024 Excused
Debra Von Huene 06/30/2027 No 12/04/2023 Excused
VACANT 06/30/2027

Parks and Recreation Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2023/2024
Dana Caldwell 06/30/2024 Yes 07/18/2023 Excused
Kelly Cox 06/30/2024 Yes 09/19/2023 Excused
01/16/2024 Excused
Sajid Hai 06/30/2025 Yes 03/21/2023 Excused
08/15/2023 Excused
11/21/2023 Excused
Maureen Riley Chu 06/30/2026 Yes None
Brittany Ricketts 06/30/2026 Yes 05/16/2023 Excused
09/19/2023 Excused
01/16/2024 Excused
Eversley Forte 06/30/2027 No 11/21/2023 Excused
Vikas Gupta 06/30/2027 Yes None

Planning Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2023/2024
Eric Crutchlow 06/30/2024 Yes None
Lance Saleme 06/30/2024 Yes None
Qian Huang 06/30/2025 Yes 12/06/2023 Excused
Nancy Biagini 06/30/2026 Yes 05/24/2023 Excused
10/11/2023 Excused
Mario Bouza 06/30/2026 Yes 04/12/2023 Excused
01/10/2023 Excused
Yashraj Bhatnagar 06/30/2027 Yes 05/24/2023 Excused
11/15/2023 Excused
Priya Cherukuru 06/30/2027 No 10/11/2023 Excused

Senior Advisory Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2023/2024
Judy Hubbard 06/30/2024 Yes 02/27/2023 Excused
03/27/2023 Excused
10/23/2023 Excused
Srinivasan Manivannan 06/30/2024 Yes None
Tom Freitas 06/30/2026 Yes 04/24/2023 Excused
Edmund Drozak 06/30/2026 Yes 07/24/2023 Excused
Veena Sterling 06/30/2026 Yes 02/27/2023 Excused
05/22/2023 Excused
06/26/2023 Unexcused
09/25/2023 Excused
Rick Andrews 06/30/2027 Yes 04/24/2023 Excused
05/22/2023 Excused
Maria Vaz 06/30/2027 Yes None

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-69 Agenda Date: 2/6/2024

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the Use of City Electric Forces for a Project at 2240 Calle de Luna

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

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

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

Estimate Number: 36414
Location: 2240 Calle de Luna
Type of Service: New Business
Description of Work: Remove 1000' high voltage conductor, ± 1100' low voltage conductor, & 3 streetlights. Install 2 vacuum switches, 3 padmount transformers, ± 1700' high voltage conductor, ± 1900' low voltage conductor, 11 streetlights, and 338 service meters.

Estimated Cost: $483,701
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from City of Santa Clara Printed on 2/2/2024Page 1 of 2
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the California Environmental Quality Act (“CEQA”) pursuant to the following sections of Title 14 of the California Code of Regulations: (1) section 15302(c) (Class 2 - Replacement or Reconstruction) as the proposed work involves the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity; and (2) section 15303 (Class 3 - New Construction or Conversion of Small Structures) as the proposed work involves the construction or installation of a limited number of small electric utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report are included in the FY 2023/24 Adopted CIP Budget, $483,701 in the New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed with City Silicon Valley Power staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

COORDINATION
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 protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

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

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 2240 Calle de Luna are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1345 Agenda Date: 2/6/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Santa Clara Stadium Authority Financial Status Report for Quarter Ending September 30, 2023 and Approve Related Budget Amendments

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

BACKGROUND
In Fiscal Year (FY) 2014/15 the Stadium Authority Board (“Board”) requested that staff prepare quarterly Santa Clara Stadium Authority (“Stadium Authority”) Financial Status Reports. These reports provide an update on the events held at Levi’s
® Stadium, Stadium Authority finances, and the
impact of Stadium Authority activity on the City of Santa Clara’s (“City”).

This report provides information covering the Stadium Authority’s second quarter of the 2023/24 FY, which runs from July 1, 2023 - September 30, 2023.

The Adopted Stadium Authority Budget incorporates the estimated revenues and expenses for all Stadium Authority funds. The attached Financial Status Reports provide the budget to actual revenue and expense summaries for the operating, debt service, and capital funds. Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the reports.

DISCUSSION
The attached financial status reports provide information covering the Stadium Authority’s second quarter (July 1, 2023 - September 30, 2023) of FY 2023/24. The reports summarize National Football League (“NFL”) and Non-NFL event activity at Levi’s
® Stadium and describe the financial impact of
these events on the Stadium Authority and City since FY 2014/15. The report also provides the budget to actual revenue and expense summaries for the operating, debt service, and capital funds.

Analysis of the financial activity through the fiscal year measures the adherence to the budget and allows the Stadium Authority to monitor and project revenues and expenses. Any significant variances are explained in the report.

NFL Event Revenue and Expenses
There were three NFL games held in the second quarter of FY 2023/24. Levi’s® Stadium hosted two pre-season NFL games of the 2023 season on August 19th and 25th and one regular NFL season game of the 2023 season on September 21, 2023 which are detailed in the report. This resulted in $2.7 million in NFL ticket surcharge for the Stadium Authority and $69,000 of Senior and Youth City of Santa Clara Printed on 2/2/2024Page 1 of 5
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Program Fees for the City. Public safety costs for NFL games totaled an estimated $1.3 million which will be fully reimbursed to the City.

Non-NFL Event Revenue and Expenses
There were 8 ticketed Non-NFL events and 25 special events which are detailed in the report. The 8 ticketed Non-NFL events generated an average net profit of $572,000 per event. Table 1 below summarizes revenues and expenditures for the 8 ticketed events.

Table 1
In Millions $
Ticketed Event Revenue Expense Net
Concert 1 2.6$ 1.1$ 1.5$
Concert 2 2.6 1.9 0.7
Concert 3 2.5 2.0 0.5
Concert 4 2.4 1.7 0.7
Concert 5 1.8 0.9 0.9
Sporting Event 1 1.7 1.1 0.6 Sporting Event 2 0.9 0.5 0.4 Sporting Event 3 - 0.7 (0.7) Total Ticketed Non-NFL Net Revenue to Date 14.4$ 9.8$ 4.6$ Levi's® Stadium
Ticketed Non-NFL Events Revenue and Expenditure Summary As of September 30, 2023
The Non-NFL event ticket sales generated $1.6 million in ticket surcharge revenue, half of which will fund the discretionary fund. Public safety costs for these events totaled an estimated $3.2 million which will be fully reimbursed to the City.

When combining ticketed and non-ticketed Non-NFL revenues to date, Table 2 below shows approximately $6 million in net revenue (excluding surcharge revenue) through the end of the second quarter. It should be noted the financial information provided are a draft and subject to change as additional revenues and/or expenditures are recorded.

Table 2
No. of
Events Net Revenue
Ticketed Events
Concerts 5 4,267,153$
Sporting Events:

Soccer 3 305,067
Net Revenue from Ticketed Events 8 4,572,220$
Net Revenue from Special Events (weddings, corporate events, etc.) 25 903,221 Other Operating Income(1) 1,271,700
Other Expenses(2) (681,705)
Net Revenue from Non-NFL Events (3) 33 6,065,436$
(3) Net Revenue from Non-NFL Events does not include Non-NFL Event Ticket Surcharge of $1.6m. (2) Other Operating Expenses are expenses not attributable to a specific event. Examples are event selling expenses, administrative expenses and miscellaneous costs.

Levi's® Stadium
Net Revenue for Non-NFL Events by Event Type
As of September 30, 2023
Event Type
(1) Other Operating Income are income not attributable to a specific event. Examples are interest income and reimbursements unrelated to a specific event.

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No. of
Events Net Revenue
Ticketed Events
Concerts 5 4,267,153$
Sporting Events:

Soccer 3 305,067
Net Revenue from Ticketed Events 8 4,572,220$
Net Revenue from Special Events (weddings, corporate events, etc.) 25 903,221 Other Operating Income(1) 1,271,700
Other Expenses(2) (681,705)
Net Revenue from Non-NFL Events (3) 33 6,065,436$
(3) Net Revenue from Non-NFL Events does not include Non-NFL Event Ticket Surcharge of $1.6m. (2) Other Operating Expenses are expenses not attributable to a specific event. Examples are event selling expenses, administrative expenses and miscellaneous costs.

Levi's® Stadium
Net Revenue for Non-NFL Events by Event Type
As of September 30, 2023
Event Type
(1) Other Operating Income are income not attributable to a specific event. Examples are interest income and reimbursements unrelated to a specific event.

Stadium Builder Licenses (“SBLs”)
SBLs account for 19% of the Stadium Authority’s annual budgeted revenue in FY 2023/24. There is a total of 63,655 currently active SBLs which is 96% of the 66,136 total sellable SBL seats. Through the second quarter, since inception, the value of the active SBLs amount to $549.3 million of which $524.3 million has already been collected.

Stadium Authority Budgets
The detailed analysis of Stadium Authority budget to actual financials is provided in the attached Financial Status Reports. In summary, total operating revenues were $30.9 million representing 48% of the overall budget for revenues and total operating expenses were $11.7 million or 50% of the budget. The debt service fund was able to pay down $16 million in debt, bringing total Stadium Authority debt down to $229.3 million. Capital expenses were $4 million representing 19% of the overall CIP budget.

FY 2023/24 Stadium Authority Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget. On March 7, 2023, the Stadium Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget. As of the timing of the publication of this report, additional information from FY 2023/24 has resulted in the recommended budget adjustments as follows:
1) Beginning Fund Balance / Ending Fund Balance Adjustment for Legal Contingency Reserve - Public Safety Costs: The FY 2022/23 year-end actual was completed and fund balance adjustments totaling $845,725 is necessary to correct the allocation for the reserve to reflect the required amount in the FY 2023/24 beginning and ending fund balances. This action has a net zero impact to the fund balance by reallocating fund balance from unrestricted to Legal Contingency Reserve - Public Safety Costs based on actual year-end performance.

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2) Beginning Fund Balance / Ending Fund Balance Adjustment for Operating Reserve: The FY 2022/23 year-end actual was completed and fund balance adjustments totaling $12,887 is necessary to correct the allocation for the reserve to reflect the required amount in the FY 2023/24 beginning and ending fund balances. This action has a net zero impact to the fund balance by reallocating fund balance from Operating Reserve to Unrestricted line items.

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 an administrative activity that will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT
As noted above, adjustments to the budget are required to reflect new information and align budgets with actual revenues and expenses. A technical adjustment to true up the Beginning Fund Balance for the Legal Contingency Reserve - Public Safety Costs and Operating Reserve based on actual FY 2022/23 performance is recommended. The table below summarizes the budget amendment as discussed above:

Operating Fund Current Increase /
(Decrease)
Revised
Beginning Fund Balance - Legal
Contingency Reserve - Public Safety
Costs
$3,401,000 $845,725 $4,246,725
Beginning Fund Balance - Operating
Reserve
$25,348,289 $(12,887) $25,335,402
Beginning Fund Balance -
Unrestricted
$14,713,116 $(832,838) $13,880,278
Ending Fund Balance - Legal
Contingency Reserve - Public Safety
Costs
$5,403,500 $845,725 $6,249,225
Ending Fund Balance - Operating
Reserve
$25,948,289 $(12,887) $25,935,402
Ending Fund Balance - Unrestricted $15,627,796 $(832,838) $14,794,958 There is no fiscal impact to reallocating the Legal Contingency Reserve - Public Safety Costs and Operating Reserve within the Operating fund balance.

COORDINATION
This report was coordinated with the Stadium Manager per Section 4.6 of the Management Agreement as well as the Executive Director’s and Stadium Authority Counsel’s Offices.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special City of Santa Clara Printed on 2/2/2024Page 4 of 5
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24-1345 Agenda Date: 2/6/2024
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. Note and file the Santa Clara Stadium Authority Financial Status Report for the Quarter Ending September 30, 2023.

2. Approve a budget amendment in the Operating Fund to increase the Beginning Fund Balance / Ending Fund Balance for Legal Contingency Reserve - Public Safety Costs in the amount of $845,725, offset by a decrease to the unrestricted fund balance.

3. Approve a budget amendment in the Operating Fund to decrease the Beginning Fund Balance / Ending Fund Balance for the Operating Reserve in the amount of $12,887, offset by an increase to the unrestricted fund balance.

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

ATTACHMENTS

1. SCSA Financial Status Report for the Quarter Ending September 30, 2023 City of Santa Clara Printed on 2/2/2024Page 5 of 5
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SCSA

Santa Clara Stadium Authority

SANTA CLARA

STADIUM AUTHORITY

FINANCIAL STATUS REPORT

Quarter Ending September 30, 2023

February 6, 2024

11.t••o N CUTTI NG
..... '.,, ......
""== WELCOME TO =
LEVI ' S ® STADIUM
1 Table of Contents
Introduction ................................................................................................................................. 2 NFL Events ................................................................................................................................. 3 Non-NFL Events ......................................................................................................................... 6 Discretionary Fund .................................................................................................................... 12 Stadium Builder Licenses .......................................................................................................... 12 Santa Clara Stadium Authority Budget Status Reports .............................................................. 15 Operating Budget .................................................................................................................. 15 Debt Service Budget .............................................................................................................. 19 Capital Improvement Project Budget ..................................................................................... 22 City of Santa Clara Net General Fund Impact ........................................................................... 25 Public Safety and Administrative Cost Reimbursement ......................................................... 25 Rents and Senior and Youth Fee ........................................................................................... 26 Other Revenue Impacts ......................................................................................................... 26 Glossary.................................................................................................................................... 27 2 Introduction
This Santa Clara Stadium Authority (“Stadium Authority”) Financial Status Report provides information covering the second quarter of the Stadium Authority’s 202 3/24 fiscal year (“FY”) which ended on September 30, 2023. Comparative data from prior fiscal years is also included.

In addition to these quarterly reports, the Stadium Author ity produces annual financial statements. The FY 2022/23 financial statements were audited by an external audit firm and presented to the Stadium Authority’s Audit Committee on August 30, 202 3 and approved by the Stadium Authority Board (“Board”) on September 19, 2023. The financial statements are published on the Stadium Authority’s website.

The Stadium Authority also prepares a detailed budget prior to the beginning of each fiscal year. The FY 2023/24 budget was adopted by the Board on March 7, 2023.

Stadium Authority finances are structured so that the City of Santa Clara (“City”) is not liable for the debts or obligations of the Stadium Authority. All services provided by the City, including administrative and public safety, to the Forty Niners Stadium Management Company, LLC (“Stadium Manager”) or the Stadium Authority are fully reimbursed with Stadium Authority funds.

Methodology
Information provided in this report was based in part on documentation submitted by Stadium Manager. Specifically, National Football League ( NFL) and Non-NFL event statistics and financial information relating to the Stadium Manager expenses are provided by the Stadium Manager. Stadium Authority staff has access to select financial information submitted by the Stadium Manager provided through the Stadium Authority’s Financial Management System and event reports received for Non -NFL events. These reports are received 45 days after each event for events with attendance greater than 25,000. More detailed documents are received within 90 days after the close of the quarter.

For all other financial information, a full detailed review and/or audit of source documentation has not been completed by the Stadium Authority for this report.

The information provided reflects the best known and available at the time of the writing of this report and is subject to further revision and review. Revisions may occur based on the timing of revenue and expenditure activity for events in this quarter that continue beyond the timing of this report. Consequently, the Board’s notation and filing of this report should not be considered an approval of the accuracy of the information in the report. 3 NFL Events
This section provides year to date and comparative data for NFL games categorized as pre-season and regular season games.

The San Francisco Forty -Niners (“49ers”) played a total of three NFL games (two pre- season games and one regular season game) at Levi’s® Stadium through quarter ending September 30, 2023. There was a total of 198,037 tickets sold to these NFL games, an average of 66,012 per game. This is down by 2,241 or 3% when compared to the same period in the prior fiscal year. The ticket sales resulted in $2.7 million in NFL ticket surcharge revenue (10% of ticket sales) to the Stadium Authority. The average NFL ticket surcharge revenue was $898,000 per game in the current year which is up by $128,000 or 17% from the same period in the prior fiscal year. A total of $ 69,000 of Senior and Youth Program Fees, which is based on $0.35 per NFL ticket sold, were collected through the end of the second quarter of the fiscal year. These fees were transferred to the City’s General Fund in support of such programs.

A total of 17,847 cars were parked in the permitted offsite parking lots generating $115,000 in offsite parking fees. The overall number of cars parked in the permitted offsite lots increased by an average of 97 cars per game or 2% when compared to the prior fiscal year.

There was an estimated $1.3 million of NFL event public safety costs in the current reporting period which is an average of $443,000 per game. This is an increase from the prior year average (through September 30, 2022) of $435,000. Of the $ 1.3 million NFL event public safety costs, $1.2 million or 87% are direct City costs and $175,000 or 13% are outside agency costs. $115,000 of the total NFL event public safety costs are covered by the offs ite parking fees that were collected and the remaining are invoiced to the Stadium Manager. Approximately $40,000 of FY 2022/23 public safety costs remains outstanding due to true-up billings invoiced to the Stadium Manager during April and May of 2023. Outside agencies assisting the City with public safety were experiencing staffing shortages and delays in invoicing. As a result, NFL public safety cost invoices were provided to the Stadium Manager in December 2023 and have not been reimbursed as of the current reporting period. The Stadium Authority expects the Stadium Manager to complete its review of the invoices and issue the payments before the end of the fiscal year.

Statistics for the NFL games held at Levi’s
® Stadium in the first two quarters of the
2023/24 fiscal year are shown in Table 1 and comparative data from all ten years of operations can be found in Table 2.

4 Table 1

Game 1 vs
Broncos
Game 2 vs
Chargers
Game 3 vs
Giants 2023/24
08/19/23 08/25/23 09/21/23 YTD Total
No. of Tickets Sold 65,819 62,492 69,726 198,037 NFL Ticket Surcharge (2) 745,864$ 742,481$ 1,206,732$ 2,695,077$ Senior/Youth Program Fees 23,037$ 21,872$ 24,404$ 69,313$ Cars Parked at Offsite Lots 5,901 6,238 5,708 17,847 City Offsite Parking Fee 38,002$ 40,173$ 36,760$ 114,935$ Stadium Public Safety Costs (1) 433,660$ 456,197$ 439,350$ 1,329,208$ Less: Offsite Parking Fee Credit (38,002)$ (40,173)$ (36,760)$ (114,935)$ Reimbursable Stadium Public Safety Cost 395,658$ 416,025$ 402,590$ 1,214,273$ Amount Reimbursed -$ -$ -$ -$ (1) Includes estimated stadium public safety costs from outside agencies.

Levi's® Stadium
2022/23 NFL Event Statistics
As of September 30, 2023
(2) NFL Ticket Surcharge excludes NFL Play-Off games as indicated on Article 1 of the Amended and Restated Team Non- Relocation Agreement between Team and SCSA.
5 Table 2

2014/15 Q2 2015/16 Q2 2016/17 Q2 2017/18 Q2 2018/19 Q2 2019/20 Q2 2020/21 Q2 2021/22 Q2 2022/23 Q2 2023/24 Q2 Total Total Total Total Total Total Total Total Total Total No. of NFL Events 4 3 3 4 3 3 - 3 2 3 No. of Tickets Sold 271,503 198,634 188,705 249,408 190,840 184,769 - 199,451 136,506 198,037 NFL Ticket Surcharge 2,911,416$ 1,851,550$ 2,343,474$ 2,544,721$ 1,732,335$ 2,416,387$ -$ 2,651,401$ 1,540,422$ 2,695,077$ Senior/Youth Program Fees 95,026$ 69,522$ 66,047$ 87,293$ 66,794$ 64,669$ -$ 69,807$ 47,777$ 69,313$ Cars Parked at Offsite Lots 37,884 16,986 18,295 21,442 15,030 16,578 - 21,678 11,703 17,847 City Offsite Parking Fee 186,389$ 86,289$ 95,866$ 116,216$ 84,619$ 96,981$ -$ 128,117$ 71,739$ 114,935$ Cars Parked on Tasman Lots 1,737 1,967 1,689 2,357 1,244 1,485 - 1,180 - - Cars Parked on Golf Course 11,378 7,353 - - - - - - - - City Tasman Lot and Golf Course Parking Fee 65,575$ 46,600$ 8,445$ 11,785$ 6,220$ 7,425$ -$ 5,900$ -$ -$ Stadium Public Safety Costs (1) 914,005$ 673,723$ 740,565$ 975,574$ 764,421$ 1,157,636$ -$ 1,855,191$ 870,925$ 1,329,208$ Golf Course Public Safety Costs 111,690$ 25,242$ -$ -$ -$ -$ -$ -$ -$ -$ Subtotal Event Public Safety Costs 1,025,695$ 698,965$ 740,565$ 975,574$ 764,421$ 1,157,636$ -$ 1,855,191$ 870,925$ 1,329,208$ Less: Offsite Parking Fee Credit (186,389)$ (86,289)$ (95,866)$ (116,216)$ (84,619)$ (96,981)$ -$ (128,117)$ (71,739)$ (114,935)$ Reimbursable Stadium Public Safety Costs 839,306$ 612,676$ 644,700$ 859,359$ 679,802$ 1,060,654$ -$ 1,727,074$ 799,185$ 1,214,273$ Reimbursed by StadCo 839,306$ 612,676$ 644,700$ 859,359$ 679,802$ 1,060,654$ -$ 1,727,074$ 759,323$ -$ Reimbursed by SCSA -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ Total Amount Reimbursed 839,306$ 612,676$ 644,700$ 859,359$ 679,802$ 1,060,654$ -$ 1,727,074$ 759,323$ -$ (1) Includes estimated stadium public safety costs from outside agencies.

Levi's® Stadium
Historical NFL Event Statistics
6 Non-NFL Events
This section provides year to date and comparative data for Non-NFL events categorized as events ranging from high school and college football games, international soccer matches, concerts, wedding fairs, and special events. During the current reporting period, there were a total of 397,856 tickets sold for the eight ticketed Non-NFL events that were held, resulting in $1.6 million Non-NFL event ticket surcharge revenue (from the $4 per ticket Non-NFL event surcharge). This is a n increase in ticket surcharge revenue of $637,000 or 67% over the same period in the prior year. There were three additional ticketed Non-NFL events when compared to the same period in the prior year and the ticketed Non-NFL events in the current reporting period were larger-scale events resulting in the increase in the ticket surcharge revenue.

Stadium Manager reports that there were also 25 smaller special events held at Levi’s ® Stadium which is six events less than the same period of the prior fiscal year. The attendance at these events also decreased from 14,775 in the prior period to 14,546 in the current year, a 2% decrease. Examples of these special events include corporate events of various sizes, weddings, holiday parties, high school dances, etc.

In correlation with the Non-NFL events held during the current reporting period, there were 38,716 cars parked at these offsite lots and the City earned a total of $ 248,000 in related offsite parking fees , which is derived from the $6.13 per parking space fee for events taking place prior to July 2023 and $ 6.44 per parking space for all events thereafter. The revenues earned from this offsite parking fee supports public safety costs for Non-NFL events. The offsite parking fee invoices can take up to a few months to be fully paid. The City has received $201,000 of the offsite parking fees as of the date of this report.

Total Non-NFL event public safety costs were $3.2 million an increase of $1.2 million from the prior year. As noted previously, this increase in cost is due to more large-scale events being held in the current year when compared to the prior year. Of these costs, $248,000 was covered by the offsite parking fee. The remaining $3 million was invoiced to the Stadium Manager which will be reimbursed to the City. Reimbursements usually take between 3 to 6 months from the event date due to the timing of third- party invoices and payment from the Stadium Manager. $80,000 in public safety costs remains outstanding from prior year due to true -up billings invoiced to the Stadium Manager during April and May of 2023. Outside agencies assisting the City with public safety were experiencing staffing shortages and delays in invoicing. As a result, Non-NFL public safety cost invoices were provided to the Stadium Manager in December 2023 and is estimated to be reimbursed to the City in February.

Statistics for FY 2023/24 events are shown in Table 3 and comparative data from all ten years of operations are shown in Table 4.
7 Table 3

Earthquakes vs
LAFC Soccer
Gold Cup
Tournament
F.C. Barcelona
vs. Juventus
F.C.
(Canceled)
Taylor Swift
Day 1
Taylor Swift
Day 2 Karol G Beyonce Ed Sheeran
2023/24 YTD
05/06/23 07/02/23 07/22/23 07/28/23 07/29/23 08/14/23 08/30/23 09/16/23 Total No. of Scanned Attendees 36,933 56,808 - 61,925 61,286 42,048 49,296 73,167 - 381,463 No. of Tickets Sold 41,739 62,846 - 62,104 61,692 43,691 50,742 75,042 - 397,856 Non-NFL Ticket Surcharge 166,956$ 251,384$ -$ 248,416$ 246,768$ 174,764$ 202,968$ 300,168$ -$ 1,591,424$ No. of Non-NFL Special Events 25 25 Non-NFL Special Event Attendees 14,546 14,546 Cars Parked at Offsite Lots 4,497 7,082 - 5,127 6,053 3,392 4,474 8,091 - 38,716 City Offsite Parking Fee 27,567$ 45,608$ -$ 33,018$ 38,981$ 21,844$ 28,813$ 52,106$ -$ 247,937$ Stadium Public Safety Costs 366,913$ 557,393$ 150,765$ 544,464$ 498,825$ 382,224$ 343,976$ 359,694$ 1,145$ 3,205,398$ Less: Offsite Parking Fee Credit (27,567)$ (45,608)$ -$ (33,018)$ (38,981)$ (21,844)$ (28,813)$ (52,106)$ (247,937)$ Reimbursable Public Safety Costs 339,346$ 511,785$ 150,765$ 511,446$ 459,843$ 360,380$ 315,163$ 307,588$ 1,145$ 2,957,461$ Amount Reimbursed - - - - - - - - - - 2023/24 YTD
Special Events
Levi's® Stadium
FY 2023/24 Non-NFL Event Statistics
As of September 30, 2023
8 Table 4

2014/15 Q2 2015/16 Q2 2016/17 Q2 2017/18 Q2 2018/19 Q2 2019/20 Q2 2020/21 Q2 2021/22 Q2 2022/23 Q2 2023/24 Q2 Total(1) Total Total Total Total Total Total Total Total Total No. of non-NFL Ticketed Events 2 13 14 7 7 6 - - 5 8 No. of Tickets Sold 106,699 542,390 518,542 210,157 231,849 125,587 - - 237,386 397,856 Non-NFL Ticket Surcharge 426,796$ 2,130,628$ 2,074,168$ 840,628$ 927,396$ 502,348$ -$ -$ 954,848$ 1,591,424$ No. of Non-NFL Special Events 43 100 53 42 41 28 - - 31 25 Non-NFL Special Event Attendees 12,521 73,196 17,959 23,726 15,943 7,752 - - 14,775 14,546 Cars Parked at Offsite Lots 10,748 51,669 55,731 19,466 22,338 13,130 - - 20,388 38,716 City Offsite Parking Fee 52,880$ 258,252$ 286,531$ 104,077$ 123,559$ 75,164$ -$ -$ 123,732$ 247,937$ Cars Parked on Golf Course 5,413 19,743 9,562 - - - - - - - City Golf Course Parking Fee 27,065$ 98,715$ 47,810$ -$ -$ -$ -$ -$ -$ -$ Stadium Public Safety Costs (2)
444,151$ 2,624,988$ 2,469,148$ 1,035,289$ 1,378,966$ 1,004,000$ -$ -$ $2,014,823 3,205,398$ Golf Course Public Safety Costs 55,701$ 113,440$ 39,905$ -$ -$ -$ -$ -$ -$ -$ Subtotal Event Public Safety Costs 499,852$ 2,738,429$ 2,509,053$ 1,035,289$ 1,378,966$ 1,004,000$ -$ -$ 2,014,823$ 3,205,398$ Less: Offsite Parking Fee Credit (52,880)$ (258,252)$ (286,531)$ (104,077)$ (123,559)$ (75,164)$ -$ -$ (143,133)$ (247,937)$ Reimbursable Public Safety Costs 446,972$ 2,480,177$ 2,222,522$ 931,212$ 1,255,407$ 928,836$ -$ -$ 1,871,690$ 2,957,461$ Amount Reimbursed 446,972$ 2,480,177$ 2,222,522$ 931,212$ 1,255,407$ 928,836$ -$ -$ 1,792,932$ -$ (1) The first event at Levi's Stadium was in August 2014 (the second quarter of the 2014/15 Fiscal Year). (2) Additional Public Safety Costs are included for Events taking place in FY 2022/23 subsequent to when the FY 2022/23 report was published.

Levi's® Stadium
Historical Non-NFL Event Statistics(1)
9 Table 5 summarizes ticketed Non-NFL revenues and expenditures by event. There were 8 ticketed Non-NFL events held in FY 2023/24 and generated an average net revenue of $572,000 per event. The inclusion of this information is to provide a greater level of transparency and provide the overall financial results of the Non-NFL events.

Table 5

In Millions $
Ticketed Event Revenue Expense Net
Concert 1 2.6$ 1.1$ 1.5$
Concert 2 2.6 1.9 0.7
Concert 3 2.5 2.0 0.5
Concert 4 2.4 1.7 0.7
Concert 5 1.8 0.9 0.9
Sporting Event 1 1.7 1.1 0.6 Sporting Event 2 0.9 0.5 0.4 Sporting Event 3 - 0.7 (0.7) Total Ticketed Non-NFL Net Revenue to Date 14.4$ 9.8$ 4.6$ Levi's® Stadium
Ticketed Non-NFL Events Revenue and Expenditure Summary As of September 30, 2023
10 Table 6 and 7 show Non-NFL net revenue by event type and event revenue and expenses by category. For FY 2023/24, the Stadium Manager anticipates Non-NFL events to result in estimated net revenues of $4.5 million, as cited in the FY 202 3/24 Adopted Stadium Authority Budget. In the second quarter of FY 2023/24, ticketed events and non-ticketed special events contributed $4.6 million and $903,000 in net revenues, respectively. There was also additional interest income of $1.3 million earned on Non- NFL events cash reserves. Offset by $ 682,000 of non -event specific other expenses, Stadium Manager reported a net revenue of $6.1 million for the current reporting period.

Table 6

EVENT TYPE
No. of
Events Net Revenue
No. of
Events Net Revenue
No. of
Events Net Revenue
No. of
Events Net Revenue
No. of
Events Net Revenue
Ticketed Events
Concerts 1 871,777$ 4 2,986,483$ 5 4,267,153$ Sporting events:

Football (non-NFL) 1 30,938 - - Soccer 2 83,456 1 231,987 3 305,067 Miscellaneous events 2 (404,883)
Subtotal Ticketed Events 6 581,288$ 5 3,218,470$ 8 4,572,220$ Subtotal Special Events (weddings, corporate events, etc.) 28 362,074$ 31 1,350,957$ 25 903,221$ Subtotal Other Operating Income 1,271,700$
Subtotal Other Operating Expenses (537,543)$ (681,705)$ Total Non-NFL Net Revenue 34 943,362$ 0 -$ 0 -$ 36 4,031,884$ 33 6,065,436$ by Event Type
Historical Year-to-Date through September 30
2021/22 2022/23 2023/242020/212019/20
Levi's Stadium
Net Revenue for Non-NFL Events
11 Table 7

2023/24
YTD Total
REVENUE:

Special Event Revenue 2,817,049$
Ticket Platform Fees 6,287,564
Suite Ticket Revenue 1,408,560
Park
ing 2,028,556
Food & Beverage - Ticketed Events 3,413,162
Food & Beverage - Special Events 311,757
Miscellaneous(1) 2,555,011
Total Revenue 18,821,659$
EXPENSE:

Public Safety/Security 5,657,387$
Event Staff 5,014,925
Parking 2,115,246
Cater
ing - Special Events 1,607,780
General Event Related Expenses 5,615,452
Expense Reimbursement from Event Licensee(2) (7,936,273) Miscellaneous(3) 681,706
Total Expense 12,756,223$
Total Non-NFL Net Revenue 6,065,436$
(3) Includes catered events department staff costs, non-event specific staff costs, and other expenses.

Levi's® Stadium
Non-NFL Event Results by Category
As of September 30, 2023
(2) Expenses incurred for Non-NFL events can either be the responsibility of the SCSA or the Event Licensee depending on the nature of the expense. This figure represents the total expenses incurred by the SCSA that were the responsibilty of the Event Licensee for which the SCSA has been reimbursed, net of the Event Licensee's share of ancillary revenues. (1) Includes venue rental fees, net merchandise sales, interest income, and other revenues. 12 Discretionary Fund
The Discretionary Fund is funded by revenue equal to 50% of the Non- NFL event ticket surcharge of $4 per ticket. The eight ticketed Non-NFL events are projected to contribute approximately $794,000 to the Discretionary Fund in the report ing period. This is based on the estimated attendance provided by the Stadium Manager. At the time of this report, $544,000 has been collected for the current fiscal year . Table 8 shows the revenues and expenses in the Discretionary Fund since FY 2014/15. The balance at the end of this reporting period was $2.5 million.

Table 8

Stadium Builder Licenses
The total principal value of currently active Stadium Builder Licenses (“SBLs”) is $549.3 million and, as of September 30, 2023, 95.4% of the total principal value of all SBLs sold (i.e., $524.3 million) had been collected. Payment for the sale of SBLs are financed over 10 years.

SBL holders that finance their purchase pay an annual interest rate of 8.5% and payments are due by March 1 st each year. The majority of SBL holders make their payment s on time. For those that do not pay on time, SBL service staff, working for Stadium Manager on the Stadium Authority’s behalf, contact the SBL holders and attempt to collect the full amounts owed. Ultimately, a SBL can be defaulted for non- payment. Once a SBL is defaulted, the SBL holder in default loses their right to buy season tickets as well as their priority rights to tickets to Non- NFL events, and forfeits any money they had invested in the SBL. Defaulted SBLs are then available for resale.

There is a total of 63,655 currently active SBLs, or 96.2% of the 66,136 total sellable SBL seats. This is an increase of 440 from the total active SBLs at the end of the prior fiscal year (March 31, 2023). The main reasons for the increase are due to sale of new SBLs and customer seat relocation program offset by default buy back. The customer seat relocation program allows customers to trade in their SBLs in return for others in a

Fiscal Year
Beginning
Balance Revenue Expenses Ending Balance
2014/15 -$ 715,770$ -$ 715,770$ 2015/16 715,770 1,238,542 714,028 1,240,284 2016/17 1,240,284 1,164,698 699,129 1,705,853 2017/18 1,705,853 768,564 1,209,342 1,265,075 2018/19 1,265,075 796,294 101,267 1,960,102 2019/20 1,960,102 367,748 - 2,327,850 2020/21 2,327,850 - 18 2,327,832 2021/22 2,327,832 - (18) 2,327,850 2022/23 2,327,850 639,896 1,300,051 1,667,695 2023/24 1,667,695 793,564 (1)
- 2,461,259
Discretionary Fund Reserve
(1) This amount includes accruals booked to the Discretionary Fund based on estimated attendance provided by the Stadium Manager.
13 different location as long as the total face value of the new seats is equal to or greater than the original seats.

During the current reporting period, 854 SBLs were sold for a total face value of $4. 7 million. The customer seat relocation program resulted in an increase of $757,000 to the SBL face value, while netting 90 more SBLs. There were also 504 SBL defaulted during the quarter with a face value of $3.3 million.

Additional details regarding currently active SBLs are noted in Table 9. 14 Table 9

SBL Seats
Available
SBL Seats Sold
as of 3/31/23
New SBL
Sales
Net SBL
Relocations
SBL
Defaults Other SBL Seats
Sold SBL Value SBL Collected % SBL Principal
Collected
100 100 - - - - 100 14,082,625$ 13,765,618$ 97.7% 942 942 - - - - 942 75,360,000$ 74,651,644$ 99.1% 2 2 - - - - 2 80,000$ 79,591$ 99.5% 4,945 4,581 24 21 (20) - 4,606 138,180,000$ 133,663,805$ 96.7% 3,475 2,937 30 (9) (22) - 2,936 58,720,000$ 55,936,208$ 95.3% 70 64 2 - (2) - 64 1,120,000$ 790,149$ 70.5% 7 7 - - - - 7 105,000$ 105,000$ 100.0% 2,163 2,216 18 (6) (25) - 2,203 26,436,000$ 24,877,535$ 94.1% 7 7 - - - - 7 70,000$ 69,913$ 99.9% 20,651 20,958 152 6 (136) - 20,980 125,880,000$ 119,606,389$ 95.0% 14,307 14,371 313 63 (167) - 14,580 72,900,000$ 66,313,447$ 91.0% 916 924 2 (1) - - 925 3,700,000$ 3,672,306$ 99.3% 91 91 - - - - 91 273,000$ 270,494$ 99.1% 40 44 - (1) (1) - 42 105,000$ 104,973$ 100.0% 18,392 15,940 313 17 (131) - 16,139 32,278,000$ 30,341,414$ 94.0% 28 31 - - - - 31 31,000$ 30,867$ 99.6% 66,136 63,215 854 90 (504) - 63,655 549,320,625$ 524,279,353$ 95.4% Plus: Interest on financed SBLs 65,326,155$
Total Principal & Interest 589,605,508$
(1) This table does not include $29.1 million that has been collected life-to-date from defaulted SBL holders. 17,500
1,000
5,000
4,000
3,000
2,500
2,000
Total
10,000
Santa Clara Stadium Authority
Currently Active Stadium Builder License (SBL) Summary (1) Through September 30, 2023
Seat Value
141,392
80,000
40,000
30,000
20,000
15,000
12,000
6,000
15 Santa Clara Stadium Authority Budget Status Reports
Operating Budget

With 50% of the fiscal year complete, total operating revenues for the second quarter of the 2023/24 Fiscal Year were $30.9 million representing 48% of the overall budget for revenues. During the current reporting period, the Stadium Authority collected $1 0.7 million in SBL proceeds or 85% of what was budgeted. All SBL proceeds are to be transferred to the debt service fund per applicable loan agreements. Stadium Authority also recognized $13.8 million in rent from StadCo , $ 1.6 million in Non-NFL ticket surcharge, and $225,000 in sponsorship (STR) revenue all of which are expected to meet budget this fiscal year.

Total Operating expenses were $11.7 million, or 50% of the annual budget. Shared Stadium Manager expenses were at 48% of the budget, or $6.8 million of the $13.9 million budgeted amount and SBL Sales and Service expenses were 68% of the budget or $1.6 million. The Stadium Authority pays for all utility costs from February 1st through July 31st and the tenant (StadCo) pays for utility costs from August 1st through January 31st (Tenant Season). Therefore, utility costs are 67% of the budget for the year, or $927 ,000. The current period covers 67% ( four out of the six months) that the Stadium Authority is responsible for utility costs. Lastly, Stadium Authority G&A costs were tracking below budgeted levels at $1.3 million or 34% of the budget.

On August 31, 2022, the Stadium Authority entered into a settlement agreement with StadCo and the Stadium Manager over disputes regarding the operating and management expenses, shared expenses, and capital expenditures that were previously withheld. As part of the settlement, the Stadium Authority agreed to timely pay for the budgeted expense for its share of shared stadium manager expenses and other expenses for the current fiscal year, with Stadium Authority reserving all rights to confirm or dispute charges paid. This settlement does not include Stadium Authority making payments to StadCo for NFL public safety costs and NFL- SBL buffet costs, which are part of the parties’ pending arbitrations.

Additional details are shown in Table 10.
16 Table 10

Budget to Budget to
Amended(1)
YTD Actual % Final YTD Actual %
Budget Actuals Difference Received Budget Actuals Difference Received Revenue
NFL Ticket Surcharge 12,178,000$ 2,695,077$ 9,482,923$ 22% 11,367,000$ 1,540,422$ 9,826,578$ 14% SBL Proceeds 12,589,000 10,708,985 1,880,015 85% 24,528,000 12,382,812 12,145,188 50% Interest 1,249,000 1,827,112 (578,112) 146% 1,037,000 327,937 709,063 32% Net Revenues from Non-NFL Events 4,500,000 - 4,500,000 0% 7,262,000 - 7,262,000 0% Naming Rights 7,602,000 - 7,602,000 0% 11,016,000 7,271,260 3,744,740 66% Sponsorship Revenue (STR) 475,000 224,538 250,462 47% 405,000 229,393 175,607 57% Rent 24,762,000 13,756,000 11,006,000 56% 24,762,000 13,205,400 11,556,600 53% Senior & Youth Program Fees 234,000 69,313 164,687 30% 250,000 47,777 202,223 19% Non-NFL Event Ticket Surcharge 1,296,000 1,587,128 (291,128) 122% 1,284,000 702,880 581,120 55% Other Revenue - 2,043 (2,043) NA - - - NA Total Revenue 64,885,000$ 30,870,196$ 34,014,804$ 48% 81,911,000$ 35,707,881$ 46,203,119$ 44% Budget to Budget to
Amended(1) YTD Actual % Final YTD Actual %
Budget Actuals Difference Used Budget Actuals Difference Used Expenses
Shared Stadium Manager Expenses
Stadium Operations 4,550,000$ 2,252,106$ 2,297,894$ 49% 3,827,196$ 1,913,598$ 1,913,598$ 50% Engineering 2,694,000 1,333,837 1,360,163 50% 2,488,872 1,244,436 1,244,436 50% Guest Services 645,000 319,825 325,175 50% 586,968 293,484 293,484 50% Groundskeeping 650,000 323,607 326,393 50% 497,556 248,778 248,778 50% Security 1,564,000 777,558 786,442 50% 1,626,828 813,414 813,414 50% Insurance 3,327,000 1,663,586 1,663,414 50% 3,230,000 1,615,132 1,614,868 50% Stadium Management Fee 516,515 92,855 423,660 18% 253,000 - 253,000 0% Shared Stadium Mngr Exps Subtotal 13,946,515$ 6,763,374$ 7,183,141$ 48% 12,510,420$ 6,128,842$ 6,381,578$ 49% Other Operating Expenses
SBL Sales and Service 2,333,000$ 1,597,358$ 735,642$ 68% 2,089,000$ 1,044,462$ 1,044,538$ 50% Senior & Youth Fees (paid to City) 234,000 69,313 164,687 30% 250,000 47,777 202,223 19% Ground Rent (paid to City) 495,000 495,000 - 100% 460,000 460,000 - 100% Performance Rent (paid to City) - - - NA - - - NA Discretionary Fund Expense 250,000 - 250,000 0% 1,300,000 - 1,300,000 0% Utilities 1,391,000 927,030 463,970 67% 1,444,000 962,496 481,504 67% Use of StadCo Tenant Improvements 121,065 111,737 9,328 92% 82,000 25,790 56,210 31% Stadium Authority G&A 3,919,900 1,345,141 2,574,759 34% 4,205,000 1,151,005 3,053,995 27% Naming Rights Commission 94,000 46,809 47,191 50% 91,000 45,445 45,555 50% Legal Contingency - - - NA 89,011 - 89,011 0% Other Expenses 734,000 366,794 367,206 50% 723,000 361,319 361,681 50% Other
Operating Expenses Subtotal 9,571,965$ 4,959,182$ 4,612,783$ 52% 10,733,011$ 4,098,295$ 6,634,716$ 38% Total Expenses 23,518,480$ 11,722,556$ 11,795,924$ 50% 23,243,431$ 10,227,137$ 13,016,294$ 44% Transfers Out
Debt Service 25,457,000$ 10,678,707$ 14,778,293$ 42% 46,341,580$ 12,337,956$ 34,003,624$ 27% Capital Expenditures Reserve 3,915,000 - 3,915,000 0% 3,801,000 - 3,801,000 0% Discretionary Fund Reserve - - - NA 642,000 - 642,000 0% Operating Reserve - - - NA 7,702,000 - 7,702,000 0% Renovation/Demolition Reserve - - - NA 7,031,000 - 7,031,000 0% Total Transfers Out 29,372,000$ 10,678,707$ 18,693,293$ 36% 65,517,580$ 12,337,956$ 53,179,624$ 19% Changes in Reserves
Discretionary Fund Reserve 648,000$ -$ 648,000$ 0% -$ 351,440$ (351,440)$ NA Legal Contingency - - - NA - - - NA Legal Contingency Reserve - Buffet Costs 1,077,000 - 1,077,000 0% 2,075,070 - 2,075,070 0% Legal Contingency Reserve - Public Safety Costs 2,002,500 - 2,002,500 0% 3,401,000 - 3,401,000 0% Operating Reserve 600,000 - 600,000 0% - - - NA Renovation/Demolition Reserve 5,517,420 - 5,517,420 0% - - - NA Stadium Funding Trust Reserve (1,742,086) - (1,742,086) 0% - - - NA Unrestricted (347,900) - (347,900) 0% (12,326,081)$ -$ (12,326,081)$ 0% Total Change in Reserves 7,754,934$ -$ 7,754,934$ NA (6,850,011)$ 351,440$ (7,201,451)$ -5% (1)Adjustments include previously approved budget amendments through December 12, 2023.

Santa Clara Stadium Authority
Operating Budget Status Report
For the Period Ending September 30, 2023 and 2022
Period Ending September 30, 2022Period Ending September 30, 2023 17 Operating Budget – Recommended Budget Adjustments
From time to time, budget adjustments may be necessary to align revenues or expenditures to actual or unexpected activity during the course of a fiscal year, known after the adoption of the Stadium Authority Budget.

On March 7, 2023, the Stadium Authority Board adopted the Santa Clara Stadium Authority FY 2023/24 Operating, Debt Service, and Capital Budget. The following technical budget adjustments are recommended to true up fund balances to aligned the balances with FY 2022/23 actual performance:

1) Beginning Fund Balance / Ending Fund Balance Adjustment for Legal Contingency Reserve - Public Safety Costs: The FY 2022/23 year-end actual was completed and fund balance adjustments totaling $845,725 is necessary to correct the allocation for the reserve to reflect the required amount in the FY 2023/24 beginning and ending fund balances. This action has a net zero impact to the fund balance because it reallocates Fund Balance from Unrestricted to Legal Contingency Reserve - Public Safety Costs.
2) Beginning Fund Balance / Ending Fund Balance Adjustment for Operating Reserve:

The FY 2022/23 year -end actual was completed and fund balance adjustments totaling $12,887 is necessary to correct the allocation for the reserve to reflect the required amount in the FY 2023/24 beginning and ending fund balances. This action has a net zero impact to the fund balance because it reallocates fund balance from Operating Reserve to Unrestricted.

Additional details are shown in Table 11.
18 Table 11 (continued)
Santa Clara Stadium Authority
2023/24 Operating Budget Adjustment

Item # Line Item Source of
Funds
Use of
Funds
Explanation
1 Beginning Fund
Balance – Legal
Contingency Reserve
- Public Safety Costs /
Ending Fund Balance
– Legal Contingency
Reserve - Public
Safety Costs
$845,725 $845,725 This action increases the
Beginning and Ending Fund
Balances for Legal Contingency
Reserve - Public Safety Costs
from $3,401,000 to $4,246,725
as a result of FY 2022/23 year-
end actuals reconciliation. This
action reallocates Fund Balance
from Unrestricted to Legal
Contingency Reserve - Public
Safety Costs to reflect the final
required reserve amount based
on FY 2022/23 year-end actual
performance.
2 Beginning Fund
Balance – Operating
Reserve / Ending
Fund Balance –
Operating Reserve
$(12,887) $(12,887) This action decreases the
Beginning and Ending Fund
Balances for Operating Reserve
from $25,348,289 to
$25,335,402 as a result of FY
2022/23 year-end actuals
reconciliation.
1 and 2 Beginning Fund
Balance –
Unrestricted / Ending
Fund Balance –
Unrestricted
$(832,838) (832,838) This action decreases the
Beginning and Ending Fund
Balance – Unrestricted from
$14,713,116 to $13,880,278 as a
result of FY 2022/23 year-end
actuals reconciliation.

Total $0 $0

19 Debt Service Budget
The Stadium Authority’s FY 2023/24 debt service revenue budget of $2.7 million represents anticipated contributions from the Community Facilities District (CFD). The CFD levies and collects a special hotel tax on hotel rooms within the CFD. All collections from the special CFD hotel taxes are contributed to Stadium Authority to pay down the CFD Advance. The CFD Advance is payable solely from amounts received by the Stadium Authority from the CFD. During the first two quarters, $1.5 million was contributed by the CFD, or 54% of the annual budget. Of this amount, $1.4 million was collected and used to pay down the CFD Advance.

Total Stadium Authority debt service expenses for the current reporting period were $21.8 million, or 78% of the budgeted amount. The debt service expenses for the CFD Advance and the Term A Loan were $1.4 million and $20.5 million, respectively.

As of September 30, 2023, the total outstanding amount of Stadium Authority debt had declined to $229.3 million. This is a reduction in principal of $16.0 million from the March 31, 2023 outstanding debt amount of $245.3 million.

Additional details are shown in Tables 12 and 13 and Chart 1.

20 Table 12

Budget to Budget to
Amended(1)
YTD Actual % Final YTD Actual %
Budget Actuals Difference Received Budget Actuals Difference Received Revenue
Contribution from CFD 2,696,000$ 1,450,249$ 1,245,751$ 54% 2,323,000$ 898,755$ 1,424,245$ 39% Total Revenues 2,696,000$ 1,450,249$ 1,245,751$ 54% 2,323,000$ 898,755$ 1,424,245$ 39% Transfers In
Transfers In from Operating 25,457,000$ 10,678,707$ 14,778,293$ 42% 46,341,580$ 12,337,956$ 34,003,624$ 27% Total Transfers In 25,457,000$ 10,678,707$ 14,778,293$ 42% 46,341,580$ 12,337,956$ 34,003,624$ 27% Budget to Budget to
Amended(1) YTD Actual Final YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
CFD Advance 2,379,000$ 1,367,597$ 1,011,403$ 57% 2,241,000$ 978,325$ 1,262,675$ 44% Term A Loan 25,457,000 20,457,906 4,999,094 80% 25,494,000 20,108,381$ 5,385,619 79% StadCo Subordinated Loan - - - NA 20,847,580 1,393,384$ 19,454,196 7% Total Expenses 27,836,000$ 21,825,503$ 6,010,497$ 78% 48,582,580$ 22,480,091$ 26,102,489$ 46% (1)Adjustments include previously approved budget amendments through December 12, 2023.

Debt Service Budget Status Report
For the Period Ending September 30, 2023 and 2022
Period Ending September 30, 2022
Santa Clara Stadium Authority
Period Ending September 30, 2023
21 Table 13

Chart 1

Type of Indebtedness Interest Rates
Outstanding as of
March 31, 2023 Net Change
Outstanding as of
September 30, 2023
Stadium Funding Trust Loan:

Term A Loan 5.00% 215,415,240$ (15,459,000)$ 199,956,240$ StadCo CFD Advance 5.73% 29,859,497 (513,259) 29,346,239 Total $ 245,274,737 $ (15,972,259) $ 229,302,479 Period Ending September 30, 2023
Santa Clara Stadium Authority
Debt Summary Report
$-
$100
$200
$300
$400
$500
$600
$700
Mar 2012 Mar 2013 Mar 2014 Mar 2015 Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021 Mar 2022 Mar 2023 Sep 2023 Total Outstanding Debt (in millions)
Construction Loan StadCo Agency Advance Term B Loan
Term A Loan StadCo CFD Advance StadCo Subordinated Loan $41.1
$396.1
$653.4
$561.6
$464.7
$429.8
$382.7
$325.3$340.2
$296.8 $280.3
$245.3 $229.3
■
■
■
■
■
■
22 Capital Improvement Project (CIP) Budget

As part of the Capital Expense (“CapEx”) Plan, the following projects have been completed as of the current reporting period:
• Mobile Security Closed Circuit Television Pop Up Trailers • Security Control Situation Room Enhancements

The following projects were underway during the current reporting period:
• High Voltage (PMSGT, Battery & 12KV Main Circuit Breakers) • Aesthetic Improvements – Premium Areas/Special Event Spaces • General Areas/Coating Main Deck
• New Seating – Bowl Padded Seat Replacement Project
• S tadium Event Signage
• Women’s Locker Room
• Concrete Replacements
• LED Retrofit Project – Exterior Luminaire Light Fixtures • CO2 Monitoring & Sensors for Code Compliance
• Main Kitchen Equipment
• Cooling Towers
• Variable Frequency Drive(s)
• Enhance Stadium Security Coverage
• Bowl Camera Upgrade/Refurbishment
• Replacement of end of life IT Network equipment
• Smoke Evacuation System – Fire Smoke Curtain Replacement • Overhead Doors, Motors, Sensors and Track Replacements • High Voltage (480V Electrical Power Study, Assessments and Replacements – Phase 2
• Concessions Cart Cabling for Portable Carts

The CIP Budget increased from $20.5 million to $20.7 million in the current reporting period. A total of $4.0 million has been spent during the first two quarters of FY 2023/24, which amounts to 19% of the budget. The main reason that this is below budget is due to the timing of activity for Capital Expenditure projects. There has also been little activity on warranty work which makes up 7% of the CIP Budget.

On August 31, 2022, the Stadium Authority entered into a settlement agreement with StadCo and the Stadium Manager over disputes regarding the operating and management expenses, shared expenses, and capital expenditures that were previously withheld. As part of the settlement, in regard to Capital Expenditures , the Stadium Authority agreed to discontinue the temporary practice of withholding payment for Capital Expenditures subject to the review and approval of the prevailing wage documentation by Stadium Authority’s labor law compliance consultant. Under the Settlement Agreement, Stadium Manager further confirmed its obligation to comply with applicable laws, including Prevailing Wage Laws, and Stadium Manager also implemented its new internal Prevailing Wage Laws compliance policy and procedures. Accordingly, the Stadium Authority will process the invoice payments as they come in.

23 Additional details are shown below in Table 14.
24 Table 14

Budget to Budget to
Amended(1)
YTD Actual Final YTD Actual
Budget Actuals Difference %
Received Budget Actuals Difference %
Received
Revenue
Interest -$ 56,336$ (56,336)$ NA -$ -$ -$ NA Total Revenue -$ 56,336$ (56,336)$ NA -$ -$ -$ NA Transfers In
Transfers In from Operating 3,915,000$ -$ 3,915,000$ 0% 3,800,310$ -$ 3,800,310$ 0% Total Transfers In 3,915,000$ -$ 3,915,000$ 0% 3,800,310$ -$ 3,800,310$ 0% Budget to Budget to
Amended(1) YTD Actual Final YTD Actual
Budget Actuals Difference % Used Budget Actuals Difference % Used Expenses
Construction 11,186,220$ 3,492,949$ 7,693,271$ 31% 14,034,892$ 513,714$ 13,521,178$ 4% Equipment 7,372,196 5,481 7,366,715 0% 6,602,240 472,047 6,130,193 7% Contingency & Misc 903,052 525,344 377,708 58% 962,743 - 962,743 0% Stadium Warranty Related Constructio 1,528,202 - 1,528,202 0% 1,528,202 - 1,528,202 0% Total Expenses 20,989,670$ 4,023,774$ 16,965,896$ 19% 23,128,077$ 985,761$ 22,142,316$ 4% (1)Adjustments include previously approved budget amendments through December 12, 2023.

CIP Budget Status Report
For the Period Ending September 30, 2023 and 2022
Period Ending September 30, 2022
Santa Clara Stadium Authority
Period Ending September 30, 2023
25 City of Santa Clara Net General Fund Impact
During the current reporting period there was a total of $871,000 that was contributed to the General Fund as shown in Table 15. This section of the report also provides information on General Fund revenue and expenditure impacts resulting from the stadium.

Table 15

Public Safety and Administrative Cost Reimbursement
As described in earlier sections of this report, costs incurred by the City on NFL and Non- NFL events are tracked and billed to the Stadium Manager. Reimbursement is monitored and included in this report. A total of $ 3.2 million in public safety costs were incurred in support of Non- NFL events that were held at Levi’s ® Stadium in the current reporting period. These reimbursements come from a combination of payments from the Stadium Manager and the offsite parking fees that were collected. The City has not received the reimbursements as of the date of this report.

Public safety costs for NFL events continue to be above the annual public safety cap.

Pursuant to the Amended and Restated Lease, the Stadium Authority was in discussion with StadCo to adjust the annual public safety cap to reflect the true cost of service, which is higher than the cap. An adjustment to the public safety cap is one of the outstanding claims that is currently at issue in the public safety costs arbitration with StadCo. As of August 31, 2023, Stadium Manager, on behalf of StadCo, has paid outstanding NFL public safety costs for NFL events under protest, pending the public safety cost arbitration.

In addition to public safety costs, administrative costs are also tracked and billed to the Stadium Authority. These include the cost of providing overall stadium management, financial, human resource, legal, and other services to the Stadium Authority. In the first quarter of FY 2023 /24, a total of $ 919,000 of administrative costs were incurred by the General Fund, which have been reimbursed to the City.

Ground Rent 495,000$
Performance Rent -
Senior and Youth Fee 69,313
Sales Tax 306,234
870,547$
City of Santa Clara
Net General Fund Impact
For Stadium Authority
Total Net General Fund Impact
Period Ending September 30, 2023
26 Rents and Senior and Youth Fee
As noted above, the City’s General Fund collected ground rent of $495,000. Additionally, the Senior and Youth Fee generated $ 69,000, of which the entire amount forwarded to the City in support of senior and youth programs. See the Glossary for more information on these revenues and how they are calculated.

Other Revenue Impacts
General Fund sales tax, property tax, and transient occupancy tax (TOT) collections have benefited from the direct and indirect economic activity related to stadium events.

Food and beverage concession sales and merchandise sales at Levi’s ® Stadium are
taxable, resulting in sales tax revenue for the City. The last quarter of sales tax collections from Levi’s® Stadium transactions generated $306 ,000 for the City’s General Fund. In addition to the direct sellers at the Stadium, other businesses in Santa Clara are benefiting from the influx of people coming to attend one or more events at Levi’s® Stadium, resulting in potentially more sales tax collections for the General Fund.

In accordance with State Law, StadCo must pay possessory interest property tax based on their lease of Levi’s® Stadium from the Stadium Authority. This revenue is collected by the county and placed into the Redevelopment Property Tax Trust Fund (RPTTF).

Amounts remaining in the RPTTF after paying any enforceable obligations of the Successor Agency are distributed to taxing entities in the same proportion as secured property taxes. The City’s proportion is approximately 10%.

Many stadium events bring travelers to the region, resulting in hotel stays which generate TOT collections for the City’s General Fund. Although it is impossible to say exactly what portion of the City’s TOT collections is due to the stadium, it is clear that hotels both inside and outside the City have benefited, resulting in increases in TOT collections in Santa Clara and our neighboring cities.
27 Glossary
This section of the report provides details behind key terms that are used in the body of this report.

Discretionary Fund – The Amended and Restated Stadium Lease Agreement describes the Non- NFL event ticket surcharge which is imposed by the Stadium Authority. All promotors or sponsors of ticketed Non- NFL events are required to collect a Non- NFL event ticket surcharge of $4 per ticket on behalf of the Stadium Authority. One- half of these proceeds are used to cover Stadium Authority operating and maintenance costs.

The other one-half of the proceeds are deposited in the Stadium Authority’s discretionary fund. If at any time the discretionary fund balance exceeds $1 million, then in consultation with the Stadium Manager, the Stadium Authority will determine if provision has been made for replacement and improvement of capital improvements contemplated under the public safety plan. If not, then funds will be reserved in the discretionary fund for such purposes. If adequate provision has been made for these items and the balance of the discretionary fund still exceeds $1 million, then up to half of the amount over $1 million can be transferred to the General Fund, in which event an equal amount will also be transferred from the discretionary fund to the Stadium Authority operating fund and will be included as revenue available to pay Stadium Authority expenses.

Ground Lease – The Ground Lease Agreement has an initial term of 40 years commencing on the date of substantial completion which was July 31, 2014. The amount of annual base ground rent that is payable by the Stadium Authority to the City is noted in the Table 16.

28 Table 16

Net Non-NFL E vent Revenue – Net Non -NFL event revenue is remitted by Stadium Manager to the Stadium Authority on a yearly basis. This is done annually because the final reconciliation of the Non- NFL event revenues and expenses does not occur until after the conclusion of each fiscal year.

NFL Ticket S urcharge – The Amended and Restated Non-Relocation Agreement states that the Team will collect a 10% NFL ticket surcharge on the price of admission to all NFL games on behalf of Stadium Authority.

Leas e Year Fis cal Year
Annual Fixed
Ground Rent
Cumulative
Total
1 2014/15 180,000$ 180,000$
2 2015/16 215,000$ 395,000$
3 2016/17 250,000$ 645,000$
4 2017/18 285,000$ 930,000$
5 2018/19 320,000$ 1,250,000$
6 2019/20 355,000$ 1,605,000$
7 2020/21 390,000$ 1,995,000$
8 2021/22 425,000$ 2,420,000$
9 2022/23 460,000$ 2,880,000$
10 2023/24 495,000$ 3,375,000$
11 2024/25 1,000,000$ 4,375,000$
12 2025/26 1,000,000$ 5,375,000$
13 2026/27 1,000,000$ 6,375,000$
14 2027/28 1,000,000$ 7,375,000$
15 2028/29 1,000,000$ 8,375,000$
16 2029/30 1,100,000$ 9,475,000$
17 2030/31 1,100,000$ 10,575,000$
18 2031/32 1,100,000$ 11,675,000$
19 2032/33 1,100,000$ 12,775,000$
20 2033/34 1,100,000$ 13,875,000$
21 2034/35 1,200,000$ 15,075,000$
22 2035/36 1,200,000$ 16,275,000$
23 2036/37 1,200,000$ 17,475,000$
24 2037/38 1,200,000$ 18,675,000$
25 2038/39 1,200,000$ 19,875,000$
26 2039/40 1,300,000$ 21,175,000$
27 2040/41 1,300,000$ 22,475,000$
28 2041/42 1,300,000$ 23,775,000$
29 2042/43 1,300,000$ 25,075,000$
30 2043/44 1,300,000$ 26,375,000$
31 2044/45 1,400,000$ 27,775,000$
32 2045/46 1,400,000$ 29,175,000$
33 2046/47 1,400,000$ 30,575,000$
34 2047/48 1,400,000$ 31,975,000$
35 2048/49 1,400,000$ 33,375,000$
36 2049/50 1,500,000$ 34,875,000$
37 2050/51 1,500,000$ 36,375,000$
38 2051/52 1,500,000$ 37,875,000$
39 2052/53 1,500,000$ 39,375,000$
40 2053/54 1,500,000$ 40,875,000$
29 Non-NFL Event Ticket Surcharge – The Stadium Lease Agreement requires that the promoter or sponsor of any Non-NFL event collect a Non-NFL event ticket surcharge of $4 per ticket. The Lease Agreement sets aside one- ha lf of the Non- NFL event ticket surcharge for stadium operating and maintenance costs and one- half for discretionary expenses of the Stadium Authority.

Offsite Parking F ees – Parking lot operators who wish to operate a parking lot for sports or entertainment venues are required to go through the City’s permitting process. If approved, per the City’s Municipal Fee Schedule, these operators remit an offsite parking fee for each car that is parked for sports or entertainment events. This fee is designed to recover the public safety costs associated with these permitted offsite parking lots.

Therefore, when invoicing for NFL or Non- NFL public safety costs for a particular event held at Levi’s® Stadium, the offsite parking fee that is collected for said event partly offsets the total public safety costs owed for that event. In the City’s FY 2023 /24 (July 1, 2023 through June 30, 2024) the offsite parking fee is $6.44.

Performance-Based Rent – The Amended and Restated Stadium Lease Agreement and the Ground Lease Agreement both describe the performance- based rent that is due to the City. It is calculated as fifty percent (50%) of the net income from Non- NFL events less the sum of the Performance- Based Rent Credits. The Performance- Based Rent Credits include the sum of the following (1) fifty percent (50%) of the fixed ground rent for the current lease year, (2) the amount, if any, that the Public Safety Costs exceed the Public Safety Cost Threshold for the current lease year, (3) following the Tax Allocation Termination Date, the amount of Received Possessory Interest Tax (PIT), and (4) the amount of any credit for Disproportionate Taxes for the current lease year.

Public Safety Costs – F
or each NFL and Non- NFL event held at Levi’s ® Stadium, a public safety plan is developed and implemented. Multiple City departments provide staffing, materials, and supplies to support the public safety plan. Services are provided through a combination of City staff, contracts with other agencies (California Highway Patrol, County Sheriff’s Office, and City of Sunnyvale) and some vendor provided services.

The A
mended and Restated Stadium Lease Agreement section 7.5 states that the tenant is responsible for reimbursing the City for the public safety costs attributed to NFL events at Levi’s® Stadium. Additionally, Article 5 of the Stadium Management Agreement notes that the Stadium Manager is responsible for paying Non- NFL event expenses on behalf of the Stadium Authority. Therefore, the cost of providing pu blic safety services are tracked through the City’s financial system and invoices are sent to the Stadium Manager.

All of these costs are reimbursed to the City of Santa Clara.

Senior and Y outh Program Fees – The Amended and Restated Stadium Lease Agreement requires that StadCo collect a Senior and Youth Program Fee of $0.35 per NFL ticket sold on behalf of the Stadium Authority. Per section 8.2 of the Ground Lease Agreement between the City and the Stadium Authority, the Stadium Authority remits this fee to the City as additional rent to support senior and youth programs in the City.

30 Stadium Management Fee – The Stadium Manager receives an annual base management fee to manage Levi’s® Stadium. The fee was $400,000 in the first lease year and increases by 3% annually as detailed in the table below. This annual base management fee is split 50/50 between StadCo and the Stadium Authority since the Stadium Manager manages the stadium year -round for both entities. In addition to the base management fee, the Stadium Manager also receives a stadium marketing and booking fee (incentive fee) which is based on a percentage of the amount that the net income from Non- NFL events exceeds the marketing and booking fee benchmark. The marketing and booking fee benchmark was $5 million in the first lease year and also increases by 3% annually as detailed in the table below. The annual stadium management fee for each of the first ten lease years are noted in the Table 17 below.

Tab
le 17

Tasman Lots Parking Fees – The City collects a fee of $5 per space for all cars that are parked on the Tasman surface lots during NFL events. It should be noted that ground leases for the Tasman Lots were conveyed to Related Santa Clara in December 2022.

As a result, there will be no additional fees paid to the City during NFL events.

Fiscal Year
Lease
Year
Annual Base
Stadium
Management
Fee (SCSA
Share)
Stadium
Marketing
and Booking
Fee
Benchmark
Net Income
from Non-
NFL Events
1st Tier -
paid at
10% Fee
Additional
Stadium
Marketing and
Booking Fee
10% 1st Tier
2nd Tier -
paid at
15% Fee
Additional
Stadium
Marketing and
Booking Fee
15% 2nd Tier
Total
Stadium
Management
Fee
2014/15 1 200,000$ 5,000,000$ 5,207,553$ 10,378$ -$ 210,378$ 2015/16 2 206,000 5,150,000 6,079,016 46,451 - 252,451 2016/17 3 212,180 5,304,500 5,316,894 620 - 212,800 2017/18 4 218,545 5,463,635 5,163,329 2,000,000 - 4,000,000 - 218,545 2018/19 5 225,102 5,627,544 18,591 2,060,000 - 4,120,000 - 225,102 2019/20 6 231,855 5,796,370 (2,741,014) 2,121,800 - 4,243,600 - 231,855 2020/21 7 238,810 5,970,261 (476,960) 2,185,454 - 4,370,908 - 238,810 2021/22 8 245,975 6,149,369 (288,741) 2,251,018 - 4,502,035 - 245,975 2022/23 9 253,354 6,333,850 8,809,167 2,318,548 231,855 4,637,096 23,515 508,724 2023/24 10 260,955 6,523,866 To be determined City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1621 Agenda Date: 2/6/2024

REPORT TO COUNCIL

SUBJECT
PUBLIC HEARING: Action on a Tentative Parcel Map at 2360 Mission College Boulevard for the Creation of Three Lots

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
The applicant requests approval of a Tentative Parcel Map (File No. PLN23-00479) to subdivide the

6.4-acre property at 2360 Mission College Boulevard into three parcels to accommodate an existing office building, a new ancillary retail structure, and a common lot. This application follows a previously approved project (File No. PLN2007-06720) of two six-story office buildings, one six-story parking garage and a retail building.

Per Section 17.05.400 of the City Code, consideration and action on a Tentative Parcel Map is a function of the City Council. A recommendation from the Planning Commission is not required for minor subdivisions of four lots or less.

DISCUSSION
The Tentative Parcel Map proposes to subdivide one existing parcel into three condominium lots. The Council approved the Planned Development (PD) zoning for the two office buildings, one retail building, and one parking garage in 2009. To date, one office building and the parking garage have been built. At the time of the 2009 rezoning, the Council also approved a tentative parcel map, substantially similar to the current proposal, but that tentative map expired. The proposed subdivision will create one lot for the existing office building and one lot for the proposed retail building. The remainder of the property, with the parking structure, will be a common lot.

The proposed Tentative Parcel Map (Attachment 3) was reviewed by the City’s Subdivision Committee and determined complete for review by Council in accordance with Section 17.05.400(c) of the City Code on December 12, 2023. Staff has confirmed that the proposed subdivision will not result in any inconsistencies with the General Plan and zoning designations for the property, Building Code, or other applicable requirements. Conditions of Approval have been prepared and are provided as Attachment 2. The conditions include a requirement for recordation of Covenants, Conditions and Restrictions (CC&R’s) or equivalent instrument governing the shared use and maintenance of utilities, parking spaces (surface and garage), drive aisles, pedestrian walkways, trash, landscaping, and other related facilities.

Approval of the Tentative Parcel Map would allow the property owner flexibility in financing and/or leasing of the property, thereby supporting their long-term use consistent with policies and goals City of Santa Clara Printed on 2/2/2024Page 1 of 2
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24-1621 Agenda Date: 2/6/2024
contained in the City’s General Plan.

ENVIRONMENTAL REVIEW
On April 21, 2009, the City Council certified an Environmental Impact Report (EIR) for the Project and adopted a statement of overriding considerations and a mitigation monitoring and reporting program, all of which anticipated the proposed subdivision. Since that time, there have been no substantial changes in the project or the circumstances under which the project is undertaken, and no new information of substantial importance has arisen, that would require major revisions of the EIR.

Therefore, no additional environmental review is necessary.

FISCAL IMPACT
There is no cost to the City other than administrative staff time and expense for the processing of this application typically covered by processing fees paid by the applicant.

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

PUBLIC CONTACT
On January 24, 2024, a notice of public hearing was published in The Weekly, a newspaper of general circulation, and on January 25, 2024, notice of this item was posted in three conspicuous locations within 300 feet of the project site and mailed to property owners within 500 feet of the project site. At the time of this report, Planning staff has not received public comments regarding the proposed project.

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
Adopt a resolution to approve the Tentative Parcel Map to create a single lot subdivision for three commercial condominium lots at the property located at 2360 Mission College Boulevard.

Reviewed by: Reena Brilliot, Acting Director of Community Development Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Resolution Approving Tentative Parcel Map

2. Conditions of Tentative Parcel Map Approval

3. Tentative Parcel Map
City of Santa Clara Printed on 2/2/2024Page 2 of 2
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Resolution/2360 Mission College Boulevard - Tentative Parcel Map Page 1 of 4 Rv. Rev: 11/22/17
RESOLUTION NO. _________

A RESOLUTION OF THE C ITY OF SANTA CLARA,

CALIFORNIA, APPROVING THE TENTATIVE PARCEL MAP TO

SUBDIVIDE ONE PARCEL INTO THREE CO NDOMINIMUM
LOTS FOR THE PROPERTY LOCATED AT 2360 M ISSION

COLLEGE BOULEVARD, SANTA CLARA

PLN23-00479 (Tentative Parcel Map)
WHEREAS, On September 23, 2023, Ryan Amaya on behalf of 24 Hundred LLC (the “Owner”) submitted a formal application requesting Tentative Parcel Map t o subdivide a 6.4-acre parcel into three condominium lots for the property at 2360 Mission College Boulevard (“Project Site”);
WHEREAS, the Project Site is currently zoned as PD – Planned Development; WHEREAS, the Project Site has a General Plan land use designation of High Intensity Offi ce Research and Development;
WHEREAS, Section 17.05.220 of the Code of City of Santa Clara ( “SCCC”) requires the approval of a Tentative Parcel Map for the division of land into four or fewer parcels; WHEREAS, pursuant to the California Environmental Quality Act, the City Council certifie d an Environmental Impact Report (EIR) and adopted a statement of overriding considerations and a mitigation monitoring and reporting program for the project on April 21, 2009.

WHEREAS, the proposed tentative parcel map was previously approved by City Co uncil on April 21, 2009, but the tentative map expired on April 21, 2011; WHEREAS, on January 24, 2024, a notice of public hearing was published in T he Weekly, a newspaper of general circulation, and on January 25, 202 4, notice of this item was pos ted in three conspicuous locations within 300 feet of the project sit e and mailed to property owners within 500 feet of the project site; and
WHEREAS, on February 6, 2024, the City Council held a duly noticed public hearing to consider the Tentative Parcel Map, at which time a ll inte rested persons were given an opportunity to Resolution/2360 Mission College Boulevard - Tentative Parcel Map Page 2 of 4 Rv. Rev: 11/22/17
provide testimony and present evidence, both in support of and in opposition to the proposed Tentative Parcel Map.

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

1. That this Resolution incorporates, and by this reference makes a part hereof, that certain Vesting Tentative Parcel Map, attached hereto as Exhibit “Tentative Parcel Map”.

2. Tentative Parcel Map Findings. Pursuant to California Gove rnment Code Sectio ns 66426 and 66 428 and Section 17.05.400(f) of SCCC, the City Council finds and d etermines that:

A. The Tentative Parcel Map is consistent with the objectives, policies, general land use an d programs specified in the City’s Gene ral Plan i n that the propo sed Tentative Parcel Map would create tracts of land suitable to support office development and supporting ret ail uses, consistent with the General Plan designation for the site.

B. The design and impr ovements of the proposed subdivision are consistent with the City’s General Plan in that the Tentative Parcel Map was previously approved in conjunction with a Planned Development rezoning approval in 2009 for the development of two of fice buildings, one garage structure , an anc illary retail b uilding c onsistent with the High Intensity Office Research and Development use designation. .

C. The site is physic ally suitable for the proposed type of devel opment, in that the site is surrounded by office and i ndustrial uses, and the site is accessed via local transit and transportation corridors served by existing municipal facilities.

D. The site is physically suitable for the proposed density of development, in that the site is located in an ur banized area and allows for redevelopment consistent w ith the uses and development similar to the surrounding area.

E. The design of the subdivi sion and type of improvement s are not likely to cause serious health problems in that the proposed development is for office and ancillary retail uses Resolution/2360 Mission College Boulevard - Tentative Parcel Map Page 3 of 4 Rv. Rev: 11/22/17
in an area surrounded by office development and does not p ropose the use of hazardous chemicals or materials.

F. The design of the subdivision and type of improveme nts are not likely to cause substantial environmental damage and will not substantially or unavoidably injure fish or wildlife or their habitat in th at the project is located in a n urbanized setting, on a pre viously developed site, and an EIR was certified with mitigation measures that reduced impacts to wildlife to less than significant levels.

G. The design of the su bdivision and type of improvements will not conflict with easements acquired by the public at large or use of property within the proposed subdivision, in that the project is desi gned to avoid encroachments and conflicts with public easements in the site design.

H. The Tentative Parcel Map provides, to the extent feasible, fo r future passive or natural heating or cooling opportu nities, in that it woul d a llow flexibility in the development standards to maximize the benefits of green building standards for site and building design.

3. Based on the findin gs set forth in this Re solution and the ev idence in the Staff Report and such other evidence as rece ived at the publ ic hearings on this matter, the City Council hereby approves the Tentative Parcel Map, subs tantially in the form on file as sh own in the “Tentative Parcel Ma p” attached hereto, subje ct to conditions o f app roval attach ed as “Conditions of Approval” and hereby incorporated by this reference.

//

//

//

Resolution/2360 Mission College Boulevard - Tentative Parcel Map Page 4 of 4 Rv. Rev: 11/22/17

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

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

AND ADOPTED BY THE CITY COUNCIL AT A RE GULAR MEETING THEREOF H ELD ON THE 6th DAY OF FEBRUARY, 2024 BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: __________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

Attachments incorporated by reference:

1. Conditions of Approval – Tentative Parcel Map

2. Tentative Parcel Map

2360 Mission College Boulevard PLN23-00479
Conditions of Tentative Parcel Map Approval

Conditions of Architectural Review Approval
PLN23-00479 # / 2360 Mission College Boulevard
Tentative Parcel Map

GENERAL / PERFORMANCE
G1. Permit Expiration. This Permit shall automatically be revoked and terminated if not used within two years of original grant or within the period of any authorized extensions thereof. The date of granting of this Permit is the date this Permit is approved by the Development Review Officer. The expiration date is February 6, 2026.

G2. Conformance with Plans. Prior to th e issuance of Bui lding Permit, the development of the site and all associate improvements shall conform to the approved plans on file with the Community Development Department, Planning Division. No change to the plans will be made without prior review by the Planning Divi sion through a pproval of a Minor Amendment or through an Architectural Review, at the discretion of the Director of Community Development or designee. Each change shall be identified and justified in writing.

G3. Conditions on Plans. All conditions of approval for this Permit shall be reprinted and included within the first three sheets of the building permit plan sets submitted for review and approval. At all times these conditions of approval shall be on all grading and construction plans kept on the project site.

G4. Code Compliance. Comply with all requirements of Building and associated codes (the C alifornia Building Code. C alifornia Electric Code, C alifornia Mechanical Code, California Plumbing Code, California Green Building Code, the California Energy Code, etc.) current at the time of application for Building Permit, that includes grading and site utility permits.

G5. Necessary Relocation of Public Facility. If relocation of an existing public facility becomes necessary due to a conflict with the owner or designee’s new improvements, then the cost of said relocation shall be borne by the owner.

G6. Indemnify and Hold Harmless. The owner or designee 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, attorney’s fees, injuries, costs, and liabilities 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 owner or designee’s project.

COMMUNITY DEVELOPMENT
P1. Compliance with Prior Conditions. Comply with all conditions under the Planning approval under, PLN2007-6720.

P2. CC&Rs. Submit CC&R for Planning and City Attorney review prior to final recordation of the Parcel Map.

FIRE
F1. Fire D epartment Access. Prior to any Building Department Issuance, all fire department apparatus access roadways on private property are required to “be

2360 Mission College Boulevard PLN23-00479
Conditions of Tentative Parcel Map Approval

recorded” with the County of Santa Clara as Emergency Vehicle Access Easements (EVAE’s) and reviewed by the Fire Department. No other instruments will be c onsidered as substitutions such as P.U.E, Ingress/Egress easements and/or City Right-of-Ways.

F2. Fire Department Access. Prior to Buildin g Permit Final, any EVAEs or fire protection equipm ent (including but not limited to fire service undergrounds, sprinkler piping, fire alar m equipment, fire pumps, ERRCS) that cross property lines or is not located on the parcel of the building it serves s hall have a CC&R legally recorded detailing who is responsible for maintenance and repair of the EVAE or fire protection equipment.

F3. Emergency Responder Radio Coverage System. Prior t o Building Permit Issuance, provisions shall be made for Emergency Responder Radio Coverage System (ERRCS) equipment, including but not limited to pathway survivability in accordance with Santa Clara Emergency Responder Radio Coverage System Standard.

ENGINEERING
E1. Site Clearance. 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. Easement. 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. Encroachment Permit. 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. Encroachment Permit. 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.

E5. Encroachment Permit. 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.

2360 Mission College Boulevard PLN23-00479
Conditions of Tentative Parcel Map Approval

The extents of said repair or replacement within the property frontage shall be at the discretion of the City Engineer or his designee.

E6. Easement. Dedicate required on-site easements for any new public utilities, and/or emergency vehicle access by means of subdivision map or approved instrument at time of development.

E7. Easement. Dedicate sidewalk easements along the project frontage where public sidewalks extend into private property. Sidewalk easements are to be 1’ behind proposed back of walk where there is landscaping behind sidewalk.

Sidewalk easement where hardscape is behind sidewalk is to be at back-of-walk.

Cold joint is required between public sidewalk and private hardscape.

E8. Easement. Dedicate private easements for all private utilities crossing property lines.

E9. Agreement. If requested, Developer/property owner shall prepare and submit for City approval a maintenance plan for all sidewalk, curb and gutter, landscaping and irrigation system improvements installed within the public right-of-way prior to encroachment permit issuance. Such plan shall include at a minimum, maintenance requirements for trees and shrubs, in acknowledgement of developer’s/property owner’s obligation under Chapter 12.30 and 17.15.

E10. Easement. Obtain Council approval of a resolution ordering vacation of existing public easement(s) proposed to be abandoned, if any, through Public Works Department, and pay all appropriate fees, prior to start of construction.

E11. Subdivision Map Submittal. After City Council approval of the Tentative Map, submit the Subdivision Map, prepared by a Licensed Land Surveyor or a Registered Civil Engineer with Land Surveyor privileges to the Engineering Department. The submittal shall include a title report, closure calculations, and all appropriate fees.

I:\PLANNING\2023\Project Files Active \PLN23-00479 2360 Mission College Bl (TPMap)\CC\Conditions of Tentative Parcel Map Approval.doc 1 OF 3 SHEETS
SHEET

SANTA CLARA,
SEPT, 2023DATE
SCALE

SURVEYOR
JOB NO. A07006-20
RMA
OF
FOR
2360-2390 MISSION COLLEGE BOULEVARD

SOUTH BAY DEVELOPMENT COMPANY

CALIFORNIA

DRAWN BY EK

AS SHOWN
NO. REVISION NO. BY REVISION BY
1 REVISED PER PCC COMMENTS - 11/10/23 EKTENTATIVE PARCEL MAP

VICINITY MAP

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2 OF 3 SHEETS
SHEET

SANTA CLARA,
SEPT, 2023DATE
SCALE

SURVEYOR
JOB NO. A07006-20
RMA
OF
FOR
2360-2390 MISSION COLLEGE BOULEVARD

SOUTH BAY DEVELOPMENT COMPANY

CALIFORNIA

DRAWN BY EK

AS SHOWN
NO. REVISION NO. BY REVISION BY
1 REVISED PER PCC COMMENTS - 11/10/23 EKTENTATIVE PARCEL MAP

ABBREVIATIONS
LEGEND

PROPOSED CONDITIONS
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L2 N4Thl'J5"E
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3 OF 3 SHEETS
SHEET

SANTA CLARA,
SEPT, 2023DATE
SCALE

SURVEYOR
JOB NO. A07006-20
RMA
OF
FOR
2360-2390 MISSION COLLEGE BOULEVARD

SOUTH BAY DEVELOPMENT COMPANY

CALIFORNIA

DRAWN BY EK

AS SHOWN
NO. REVISION NO. BY REVISION BY
1 REVISED PER PCC COMMENTS - 11/10/23 EKTENTATIVE PARCEL MAP

COMPOSITE OF EXISTING UTILITIES
LEGEND

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-27 Agenda Date: 2/6/2024

REPORT TO COUNCIL

SUBJECT
Overview of the November 2024 Elections Process Timelines and Feasibility for Potential City Ballot Measures

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
On July 18, 2023, the City Council took action to appropriate funds to be used to explore the feasibility of potential measures on the November 2024 ballot. (RTC 23-913) The purpose of this report is to provide the City Council with an update on the work that has been done in support of that direction as well as a summary of key dates and milestones that are required to place a measure(s) on the November 2024 ballot.

DISCUSSION
On November 1, 2023, the City issued a Request for Qualifications (RFQ) to retain public opinion research services. Five proposals were received. Following the evaluation process, the consultant team of Tulchin Research, LLC and its partner, TeamCivX, was selected to perform the work. The following is a short synopsis of the qualifications and background of these consultants:

Tulchin Research, established in 2009, is an award-winning public opinion research and political consulting firm with offices in San Francisco, Toledo, Boston and New York. Tulchin Research specializes in polling and strategic consulting for revenue measures, local public agencies, non-profits, foundations, and candidates for elected office. The firm conducts both qualitative and quantitative research, including telephone surveys, online surveys, both in- person and online focus groups, on-line ad testing, and other forms of public opinion research.

Tulchin Research has been conducting public opinion research for more than four decades.

Tulchin Research are experts in conducting public opinion research on revenue measures and have passed dozens of statewide and local revenue measures that have generated billions of dollars for local governments to invest in their communities. These measures have funded a wide range of public services including infrastructure, education, public safety, fire safety and prevention, parks and open space, and transportation among others.

TeamCivX is a team of seasoned professionals with decades of experience helping California cities and other public agencies navigate the ballot measure process to achieve locally- controlled funding.

City of Santa Clara Printed on 2/2/2024Page 1 of 4
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24-27 Agenda Date: 2/6/2024
TeamCivX specializes in helping cities and other agencies:
• evaluate the feasibility of local funding measures
• design measures for the ballot that align with community priorities, and • implement informational communication efforts to raise awareness of your needs and inform and engage residents about a potential ballot measure.

The partners of TeamCivX have worked with more than 50 different jurisdictions on tax measures including the cities of Los Altos, San Mateo, Redwood City, Burlingame and Pacifica and agencies that include the Santa Clara Valley Water District (3 successful parcel taxes), Santa Clara County Open Space District (2 successful measures), the County of Santa Clara and CalTrain.

The scope of work for the consultant team will include, but not be limited to:
• Evaluating the feasibility of alternative local funding measures • Development and implementation of strategies to inform and engage residents in a community conversation about the City’s infrastructure needs, priorities and the possibility of future ballot measures; and
• Design of measures for the ballot that align with the identified community priorities Staff will provide updates to the City Council as the scope of work progresses. The first update will be in the late March/early April timeframe to present the findings of the initial voter research. The second update will be provided in the May/June timeframe and will include information related to priorities identified by the community as well as recommendations on viable ballot measures. This update will be an opportunity for the City Council to provide direction to City policy and legal staff to assist in drafting ballot language for Council consideration. The final update will be an opportunity for the City Council to review the draft ballot language and provide any additional direction that may be needed.

Potential Ballot Measures and Capital Needs
City staff intends to work with the City Council to schedule a public Study Session in March/April to discuss and receive feedback on the various options for potential ballot measures and capital needs that may be considered through one or more revenue measures. Additionally, as you know, the City is currently undertaking the development of a recommended Capital Improvement Program Budget for FY 2024-25 through FY 2025-26. This year, the internal development of the capital budget was expanded to include potential projects that may be highlighted or included in a revenue measure on the November 2024 ballot. This process has yielded more than $500M in specific projects that could be accomplished or launched within the next 5-10 years if the City had the financial resources to do so. Staff is presently conducting additional analysis of these unfunded projects and will seek City Council feedback and direction at future Study Sessions in March/April.

Calling for an Election
The Santa Clara County Registrar of Voters has set the following milestones and deadlines for the City of Santa Clara Printed on 2/2/2024Page 2 of 4
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24-27 Agenda Date: 2/6/2024
November 2024 election:

Milestone Deadline
Submission of Resolution Calling for an
Election
July 3, 2024 to August 9, 2024
Last Day to Submit Arguments August 13, 2024
Last Day to Withdraw a Measure August 14, 2024
Last Day to Submit Rebuttals and Impartial
Analysis
August 20, 2024
According to the approved City Council agenda calendar, the July 16, 2024 meeting will be the last regularly scheduled meeting at which the Council can take action to call for an election prior to the deadline set by the Registrar of Voters.

To ensure that the City Council has sufficient time to consider any potential action, the following chart provides two sets of dates. The first dates are the recommended dates, with the dates in parentheses provided should an additional meeting be required for further Council discussion and action.

MilestoneDeadline
Council Adoption of a Resolution Calling for
an Election
July 9 (July 16)
Submission of Arguments July 23 (July 30) Arguments are to be submitted 14 days following the call for an
election
Submission of Rebuttals & Impartial
Analysis
August 2 (August 9) Rebuttals and the
Impartial Analysis are to be submitted 10
days after the submission of Arguments
Community Engagement
Efforts in this area will include: voter research (baseline and follow-up surveys conducted in multiple languages), community meetings, mailers and presentations to the City Council, appropriate advisory bodies and community groups. In addition, the team will develop a digital/social media program to deliver information broadly to City voters and residents. As noted above, this engagement will result in a set of recommendations to be presented to the City Council at its July 9, 2024 meeting.

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

FISCAL IMPACT
There is no fiscal impact associated with this report. Funding for the consultant services was approved by the City Council at its July 18, 2023 meeting (RTC 23-913) City of Santa Clara Printed on 2/2/2024Page 3 of 4
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24-27 Agenda Date: 2/6/2024

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

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

RECOMMENDATION
It is recommended that the City Council note and file the report.

Reviewed by: Cynthia Bojorquez, Assistant City Manager
Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Printed on 2/2/2024Page 4 of 4
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