Agenda packet — City Council and Authorities Concurrent, May 7, 2024 (part 14 of 14)

Resolution/ 6
th Cycle Housing Element Update Page 1 of 9
Rev: 11/22/17
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

THE CITY OF SANTA CLARA, CALIFORNIA ADOPTING A

GENERAL PLAN AMENDMENT TO UPDATE THE HOUSING

ELEMENT OF THE GENERAL PLAN FOR THE PERIOD OF
2023-2031 WITH REVISIONS RESPONDING TO REQUESTS

FROM THE STATE DEPARTMENT OF HOUSING AND

COMMUNITY DEVELOPMENT
WHEREAS, the California legislature has found that “California has a housing supply and affordability crisis of historic proportions. The consequences of failing to effectively and aggressively confront this crisis are hurting millions of Californians, robbing future generations of the chance to call California home, stifling economic opportunities for workers and businesses, worsening poverty and homelessness, and undermining the state’s environmental and climate objectives.” (Gov. Code Section 65589.5.); and
WHEREAS, the legislature has further found that “Among the consequences of those actions are discrimination against low-income and minority households, lack of housing to support employment growth, imbalance in jobs and housing, reduced mobility, urban sprawl, excessive commuting, and air quality deterioration.” (Gov. Code Section 65589.5.); and WHEREAS, the legislature recently adopted the Housing Crisis Act of 2019 (SB 330) which states that “In 2018, California ranked 49th out of the 50 states in housing units per capita… California needs an estimated 180,000 additional homes annually to keep up with population growth, and the Governor has called for 3.5 million new homes to be built over 7 years”; and WHEREAS, State Housing Element Law (Government Code Sections 65580 et seq.) requires that the City Council adopt a Housing Element for the eight-year period 2023-2031 to accommodate the City of Santa Clara (City) regional housing need allocation (RHNA) of 11,632 housing units, comprised of 4,525 lower-income units (2,872 very-low income and 1,653 lowincome), 1,981 moderate-income units, and 5,126 above moderate-income units; and WHEREAS, to comply with State Housing Element Law, the City of Santa Clara has prepared its Resolution/ 6
th Cycle Housing Element Update Page 2 of 9
Rev: 11/22/17
Housing Element Update for the years 2023-2031 (the Housing Element); and WHEREAS, as provided in Government Code Section 65350 et. seq., the Housing Element constitutes a General Plan Amendment; and
WHEREAS, as provided in Government Code Sections 65352 – 65352.5, the City of Santa Clara referred the Housing Element to all California Native American tribes on the contact list provided by the Native American Heritage Commission, to cities abutting Santa Clara’s borders and to Santa Clara County; to local school districts; to the Santa Clara Valley Water District and San Francisco Public Utilities Commission; and to other entities listed; and WHEREAS, no California Native American tribe requested consultation; and WHEREAS, State law requires that the City take meaningful steps to promote and affirmatively further fair housing (Gov. Code Section 65583(c)(5)); and WHEREAS, State law requires that the City make zoning available for all types of housing, including multifamily housing (Gov. Code Sections 65583.2 and 65583(c)); and WHEREAS, the Housing Element must be adopted to comply with State law, accommodate the RHNA, affirmatively further fair housing, and facilitate and encourage a variety of housing types for all income levels, including multifamily housing (Gov. Code Sections 65583.2 and 65583(c)); and
WHEREAS, the preparation, adoption, and implementation of the Housing Element and Zoning Code Update requires a diligent effort to include all economic segments of the community; and WHEREAS, the City conducted extensive community outreach throughout the Housing Element Update process, including 27 meetings and activities that included community meetings/events, stakeholder workshops, meetings/interviews with residents, and City task force meetings and study sessions; and
WHEREAS, in accordance with Government Code Section 65585 (b), on July 1, 2022, the City posted a Public Review Draft Housing Element and requested public comment for a 30-day review period, and on August 22, 2022, after responding to public comments, the City submitted the draft Resolution/ 6
th Cycle Housing Element Update Page 3 of 9
Rev: 11/22/17
Housing Element to the State Department of Housing and Community Development (HCD) for its review; and
WHEREAS, on October 12, 2022, HCD and City staff had an introductory meeting, which included an informal conversation and feedback from HCD about the City’s Initial Draft Housing Element; and
WHEREAS, on November 18, 2022, the City received a letter from HCD stating that while the draft Housing Element addresses many statutory requirements, revisions will be necessary to fully comply with State Housing Element Law (Article 10.6 of the Government Code); and WHEREAS, on November 29, 2022, HCD and City staff had a meeting to discuss HCDs findings letter; and
WHEREAS, on January 24, 2023, the City published a revised draft Housing Element with the changes required by HCD and requested public comment on the draft; and WHEREAS, a notice of the public hearing on the proposed General Plan Amendment was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on December 11, 2022, for the January 11, 2023 Planning Commission meeting and the January 31, 2023 City Council meeting; and
WHEREAS, on January 11, 2023, the Planning Commission opened the public hearing to consider the proposed General Plan Amendment, and then continued the hearing to January 23, 2023; and
WHEREAS, on January 23, 2023, the Planning Commission opened the public hearing to consider the proposed General Plan Amendment, and then due to technical difficulties continued the hearing to January 26, 2023; and
WHEREAS, the City has prepared an Addendum to the 2010-2035 General Plan Environmental Impact Report adopted by the City Council on November 16, 2010, and to the environmental review documents that were prepared for subsequent amendments to the General Plan that affected housing development in the City, all of which provide environmental clearance for all of Resolution/ 6
th Cycle Housing Element Update Page 4 of 9
Rev: 11/22/17
the units in the 6th cycle Housing Sites Inventory; and WHEREAS, the Planning Commission held a duly noticed public hearing on January 26, 2023, at the conclusion of which, the Planning Commission determined that the proposed 6th Cycle Housing Element would not result in any new or substantially more severe impacts than previously identified in the General Plan EIR and recommended that the City Council approve the Addendum to the 2010 - 2035 General Plan EIR prepared for the Housing Element Update; and WHEREAS, on January 26, 2023, the Planning Commission conducted a duly and properly noticed public hearing, reviewed the Housing Element and all pertinent maps, documents and exhibits, including HCD’s findings, the City’s response to HCD’s findings, the staff report and all attachments, and oral and written public comments; and
WHEREAS, on January 26, 2023, the Planning Commission adopted Resolution No. 23-003, recommending the City Council adopt a General Plan Amendment to update the Housing Element of the General Plan for the period of 2023-2031; and
WHEREAS, on January 31, 2023, the City Council adopted Resolution No. 23-9188, adopting an Addendum to the General Plan Environmental Impact Report, for adoption of the 6th Cycle Housing Element (2023-2031); and
WHEREAS, on January 31, 2023, the City Council adopted Resolution No. 23-9189, adopting a General Plan Amendment to update the Housing Element of the General Plan for the period of 2023-2031 to comply with State Housing Element law; and WHEREAS, on March 28, 2023, HCD provided the City its findings on the City’s Adopted Housing Element, requesting additional updates to the document, and in response, the Housing Element has been further revised to address HCD’s comments; and WHEREAS, on April 20, 2023, HCD and City staff had a meeting to discuss HCD’s findings letter; and
WHEREAS, a notice of the public hearing on the proposed General Plan Amendment was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on May 10, Resolution/ 6
th Cycle Housing Element Update Page 5 of 9
Rev: 11/22/17
2023, for the May 24, 2023 Planning Commission meeting and the June 6, 2023 City Council meeting; and
WHEREAS, on May 24, 2023, the Planning Commission opened the public hearing to consider the proposed General Plan Amendment, and then continued the hearing to June 14, 2023; and WHEREAS, on June 2, 2023, HCD and City staff had an additional meeting to discuss the City’s proposed revisions to address HCDs findings letter; and WHEREAS, on June 7, 2023, the City published a draft of the revisions to the Adopted Housing Element with the changes requested by HCD, and solicited additional public comment on the draft; and
WHEREAS, the Planning Commission held a duly noticed public hearing on June 14, 2023, at the conclusion of which, the Planning Commission determined that the proposed revisions to the previously adopted 6th Cycle Housing Element would not result in any new or substantially more severe impacts than previously identified in the General Plan EIR, as addended; and WHEREAS, there are no new policies proposed by the Housing Element Update that would generate new or substantially more significant environmental impacts; moreover, the revised inventory identifies slightly fewer sites than in the Housing Element adopted in January 2023, and so any impacts are likely to be slightly reduced. As such, the General Plan EIR and Addendum remain sufficient for the environmental analysis of the proposed Housing Element; and WHEREAS, on June 14, 2023, the Planning Commission conducted a duly and properly noticed public hearing, reviewed the revisions to the previously adopted 6th Cycle Housing Element and all pertinent maps, documents and exhibits, including HCD’s findings, the City’s response to HCD’s findings, the staff report and all attachments, and oral and written public comments, and recommended that the City Council adopt the revised 6th Cycle Housing Element; and WHEREAS, on June 27, 2023, the City Council conducted a duly noticed public meeting to review the revisions to the previously adopted 6th Cycle Housing Element and all pertinent maps, Resolution/ 6
th Cycle Housing Element Update Page 6 of 9
Rev: 11/22/17
documents and exhibits, including HCD’s findings, the City’s response to HCD’s findings, the staff report and all attachments, and to take public testimony on the subject.

WHEREAS, on June 27, 2023, the City Council adopted Resolution No. 23-9244 adopting a General Plan Amendment to update the Housing Element of the General Plan for the period 2023- 2031 to comply with State Housing Element law; and
WHEREAS, on September 29, 2023, HCD provided preliminary feedback and suggested minor edits to clarify certain revisions in the June 27, 2023 re-adopted Housing Element; and WHEREAS, on October 5, 2023, the City posted draft revisions to the June 27, 2023 re-adopted Housing Element and submitted those requested revisions to HCD on October 13, 2023; and WHEREAS, on October 20, 2023, HCD provided the City its findings on the City’s re-adopted Housing Element, requesting additional updates to the document, and in response, the Housing Element has been further revised to address HCD’s comments; and WHEREAS, on November 16, 2023, HCD and City staff had a meeting to discuss HCD’s findings letter and the City submitted preliminary draft revisions to HCD on December 5, 2023; and WHEREAS, from January 3, 2024 through March 22, 2024, HCD and City staff met six times to discuss HCDs informal feedback on preliminary draft revisions to the re-adopted Housing Element until HCD had no remaining comments; and
WHEREAS, on March 1, 2024, the City published a draft of the Housing Element for public comment; and
WHEREAS, on March 26, 2024, the City formally submitted draft revisions to the June 27, 2023 re-adopted Housing Element to HCD; and
WHEREAS, a notice of the public hearing on the proposed General Plan Amendment was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on March 27, 2024, for the April 17, 2024 Planning Commission meeting and the May 7, 2024 City Council meeting; and
Resolution/ 6
th Cycle Housing Element Update Page 7 of 9
Rev: 11/22/17
WHEREAS, on April 11, 2024, HCD provided the City its findings letter on the draft revisions to the City’s Adopted Housing Element, indicating that the draft Housing Element Update was conditionally in substantial compliance with Housing Element law; and WHEREAS, the Planning Commission held a duly noticed public hearing on April 17, 2024, at the conclusion of which, the Planning Commission determined that the proposed revisions to the previously adopted 6th Cycle Housing Element would not result in any new or substantially more severe impacts than previously identified in the General Plan EIR, as addended, and recommended that the City Council approve the use of the previously approved Addendum to the 2010 – 2035 General Plan EIR prepared for the Housing Element Update; and WHEREAS, there are no new policies proposed by the Housing Element Update that would generate new or substantially more significant environmental impacts; moreover, the revised inventory identifies slightly fewer sites than in the Housing Element re-adopted in June 2023, and so any impacts are likely to be slightly reduced. As such, the General Plan EIR and Addendum remain sufficient for the environmental analysis of the proposed Housing Element; and WHEREAS, on April 17, 2024, the Planning Commission conducted a duly and properly noticed public hearing, reviewed the revisions to the previously adopted 6th Cycle Housing Element and all pertinent maps, documents and exhibits, including HCD’s findings, the City’s response to HCD’s findings, the staff report and all attachments, and oral and written public comments, and recommended that the City Council adopt the revised 6th Cycle Housing Element; and WHERAS, on May 7, 2024, the City Council conducted a duly noticed public meeting to review the revisions to the previously adopted 6th Cycle Housing Element and all pertinent maps, documents and exhibits, including HCD’s findings, the City’s response to HCD’s findings, the staff report and all attachments, and to take public testimony on the subject.

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

1. The foregoing recitals are true and correct and are incorporated by reference into this action.

Resolution/ 6
th Cycle Housing Element Update Page 8 of 9
Rev: 11/22/17

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

A. The proposed Amendment is deemed to be in the public interest, in that the proposed Amendment is consistent and compatible with the rest of the City’s General Plan and any implementation programs that may be affected, in that the Housing Element is consistent with the General Plan’s Land Use and Circulation policies, and does not increase development capacity under the General Plan, as amended.

B. The proposed amendment has been processed in accordance with the applicable provisions of the California Government Code and the California Environmental Quality Act (CEQA), in that the impacts of the Housing Element are disclosed by the General Plan EIR as addended by subsequent amendments to the General Plan that affected housing development in the City, including but not limited to the December 2013 Climate Action Plan Negative Declaration; the February 2016 Mission Town Center EIR; the 2016 Related Santa Clara EIR; the November 2016 Lawrence Station Area Plan EIR; the July 2018 575 Benton Project Addendum; the July 2019 Gateway Crossings EIR; the March 2022 Patrick Henry Drive Specific Plan EIR; the June 2022 Climate Action Plan Addendum; and the June 2022 Freedom Circle Future Focus Area EIR (collectively, the “Subsequent Documents”).

C. The potential impacts of the proposed General Plan Amendment have been assessed and have been determined not to be detrimental to the public health, safety, or welfare, in that the Housing Element creates a policy framework that provides opportunities for the development of housing in the City through the year 2031. The impacts of the Housing Element have been disclosed through the CEQA Resolution/ 6
th Cycle Housing Element Update Page 9 of 9
Rev: 11/22/17
process, and the Planning Commission has determined that any impacts from the Housing Element are within the scope of the General Plan EIR, as addended.

3. The City Council finds, based on substantial evidence in the record, that the existing uses on nonvacant sites contained within the Sites Inventory are likely to be discontinued during the planning period and therefore will not impede planned residential development and can be utilized toward demonstrating adequate sites to accommodate the RHNA during the planning period. That substantial evidence includes an analysis about the likelihood of the redevelopment of 6th Cycle Housing Element sites entitled, “Supplemental Sites Inventory Analysis”, available as Appendix C of the Draft Housing Element.

4. The City Council approves the 6th Cycle Housing Element Update (2023-2031) in its entirety as provided in Attachment 1, attached hereto, plus any non-substantive edits or corrections made as directed by the State Department of Housing and Community Development after their review of the adopted 2023-2031 Housing Element.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 7
th DAY OF MAY, 2024, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. 2023-2031 Housing Element
S:\Attorney\RESOLUTIONS\Form Resolution-City.doc
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-342 Agenda Date: 5/7/2024

REPORT TO COUNCIL

SUBJECT
Public Hearing: Consideration of the 2024-2025 Annual Action Plan (FINAL) and the 2021-2022 Annual Action Plan Substantial Amendment for the Use of Federal Housing and Urban Development Grant Funds

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
As an entitlement agency, the City of Santa Clara receives annual funding from the United States Department of Housing and Urban Development (HUD) in the form of Community Development Block Grant (CDBG) and Home Investment Partnerships Program (HOME) funds. CDBG funds are used to provide public services to Santa Clara’s low-income residents and funding for capital improvement projects. HOME funds are used for the development of affordable housing options.

HUD requires that every five years the City, as an entitlement agency, prepare a Five-Year Consolidated Plan (ConPlan) which identifies goals and needs within the community that could be addressed through the use of HUD funding. The City’s current ConPlan was prepared in 2020. HUD also requires that the City each year submit an Annual Action Plan (AAP). The AAP details how CDBG and HOME allocations will be used by the City to address the goals and needs identified in the City’s ConPlan. The 2024-2025 AAP covers the final year of the 2020-2025 ConPlan cycle. 24/25 Annual Action Plan (FINAL)
HUD requires that the public be provided two opportunities to offer input on the development of the City’s Annual Action Plan; once during the development/drafting phase of the Annual Action Plan, and once prior to submission of the final version to HUD. This is the second of two public hearings. Public comment will be included in the final version and will be submitted to HUD for approval on or before May 16, 2024.
21/22 Annual Action Plan Substantial Amendment
When proposing significant changes to a previously approved Annual Action Plan, the City must complete a Substantial Amendment. The public must be given at least a 30-day Review Period to provide comment on the Substantial Amendment and its proposed changes. The Review Period began on April 5, 2024, and the Substantial Amendment will be presented at the May 7, 2024 City Council Meeting.

DISCUSSION
City of Santa Clara Page 1 of 4 Printed on 5/3/2024
powered by Legistar™
24-342 Agenda Date: 5/7/2024
2024-2025 Annual Action Plan (FINAL)
The FY24-25 AAP is a one-year Plan that details how HUD funds will be spent on projects and activities to address goals and needs identified in the ConPlan. In addition to the anticipated annual allocation, the AAP also identifies use for funds that carryover from the prior year and funds that come to the City as Program Income (PI) as loans made by the City in the past are paid back. The carryover amount is based upon estimations of current activities that may not fully draw down funds that have been committed in the FY23-24 AAP. The PI amount is based upon estimates of which NCIP loans may be paid off during the FY24-25.

Revisions from the First Draft of the Annual Action Plan:

HUD’s final allocation has not yet been released, and staff learned after the first public hearing that there is likely to be an across the board reduction for HUD programs. To be conservative, staff has reduced the CDBG and HOME entitlements in this updated Annual Action Plan by 13% and 16%, respectively. In addition, the Health Trust recently informed the City that they will no longer administer the Meals and Wheels program effective June 30, 2024. For this reason, staff removed this program from the first draft of the Annual Action Plan. Since that time staff has learned that Loaves and Fishes will be taking over the program starting in July 2024 and that the City can continue to fund the program. In this revised Annual Action Plan, staff has restored funds that were allocated for the Meals on Wheels program and reduced the funding allocation to the other CDBG sub-recipients from $38,000 to $31,600. Staff has also adjusted the Project Sentinel amount from $51,264 to $67,803 to correct an error in the first draft. The corrected amount is the same as what was funded in the prior year. Staff has also adjusted the contingency language in section AP-15. See Attachment 1 for the full and revised version of the FY24-25 Annual Action Plan with marked changes.

Attachment 2, the 2024-2025 Annual Action Funding Breakdown, details which programs and activities will be funded with HUD funds, and which will be funded with local funds, including housing related Special Revenue Funds and the City’s General Fund, to benefit Santa Clara’s low-income population. This breakdown has been revised to reflect the above adjustments.

This year for Capital Improvement Projects, staff recommends allocating funding for the construction of new ADA accessible curb ramps to improve sidewalk safety and accessibility for all. 21/22 AAP Substantial Amendment
HUD requires entitlement jurisdictions who receive HOME funds to set aside a portion of funds each year for Community Housing Development Organizations or CHDOs. CHDOs are a special type of nonprofit organization that has capacity to serve as the owner or sponsor of an affordable housing project and that has met certain HUD requirements. The City has not committed its CHDO funds because CHDO administration is labor intensive for a relatively small amount of funding and there are few agencies who are willing to serve as CHDOs.

Jurisdictions must hold onto CHDO set aside funds for two years before they can reprogram them for other HOME eligible uses under current HUD regulations. The 21/22 AAP had set aside $66,451.65 for CHDO purposes. The City can now reprogram these CHDO set-aside funds and staff recommends allocating them for use in the Tenant Based Rental Assistance Program (TBRA).

Attachment 3 highlights the changes to the 2021-2022 Annual Action Plan that are proposed by this substantial amendment.

City of Santa Clara Page 2 of 4 Printed on 5/3/2024
powered by Legistar™
24-342 Agenda Date: 5/7/2024

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

FISCAL IMPACT
The revised estimated City entitlement allocations for FY24-25 are $899,653 in CDBG funds and $364,642 in HOME funds; a notable decrease from prior year funding amounts of $1,034,553 and $437,588, respectively. The anticipated funding reduction is due to changes in the federal budget.

The proposed allocations also include $87,803 in General Fund funding, which is appropriated annually in the Community Development Department’s operating budget. Budget actions to appropriate funding associated with the FY24-25 AAP will be brought forward for City Council approval later this year once HUD finalizes its allocation and any necessary updates are made to the AAP.

The Substantial Amendment will not have a fiscal impact as it is simply a reprogramming of funds.

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

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

The 30-day public comment period for the final version began on April 5, 2024 - and is extended through tonight’s hearing. The final AAP will be made available on the City’s website, and at public locations including the City Clerk’s Office, and the Housing and Community Services Division.

Notification of the availability of the Draft AAP was also emailed to interested parties which include local nonprofit agencies.

ALTERNATIVES

1. Approve the 2024-2025 Annual Action Plan (FINAL)

2. Approve the 2021-2022 Annual Action Plan Substantial Amendment

3. Any other Council direction

RECOMMENDATION

1. Approve the 2024-2025 Annual Action Plan 5-7-24 Revision (FINAL) and direct staff to include any public comments received.

2. Delegate authority to the City Manager or designee to execute all agreements and amendments that exceed the City’s $250,000 threshold for federal and local funding that is allocated through the City Council’s adoption of the 2024-2025 Annual Action Plan in final forms approved by the City Attorney.

3. Approve the 2021-2022 Annual Action Plan Substantial Amendment to repurpose CHDO funds for Tenant Based Rental Assistance.

City of Santa Clara Page 3 of 4 Printed on 5/3/2024
powered by Legistar™
24-342 Agenda Date: 5/7/2024
Reviewed by: Reena Brilliot, Acting Director of Community Development Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. 2024-2025 Annual Action Plan 5-7-24 Revision (FINAL)

2. 2024-2025 Annual Action Plan Funding Breakdown

3. 2021-2022 Annual Action Plan Substantial Amendment
City of Santa Clara Page 4 of 4 Printed on 5/3/2024
powered by Legistar™
2024-2025
Annual Action Plan
(DRAFT)
Prepared by:

City of Santa Clara
Housing and Community Services Division,
Community Development Department
1500 Warburton Ave.

Santa Clara, CA 95050
(408) 615-2490
Portions highlighted in Yellow are subject to change prior to the publication of the final version.

Housing & Community Services Division
1500 Warburton Avenue,
Santa Clara, CA 95050
(408) 615-2490
Contents
AP-05 Executive Summary – 91.200 (c), 91.220(b)............................................................................................................... 1 PR-05 Lead & Responsible Agencies – 91.200 (b)................................................................................................................. 4 AP-10 Consultation – 91.100, 91.200(b) 91.215 (I) .............................................................................................................. 5 AP-12 Participation – 91.105, 91.200 (c) .............................................................................................................................. 8 AP-15 Expected Resources – 91.220 (c) (1,2) .....................................................................................................................10 AP-20 Annual Goals and Objectives – 91.220(c)(3)& (e) ....................................................................................................15 AP-35 Projects – 91.220(d) .................................................................................................................................................19 AP-50 Geographic Distribution – 91.220 (f)........................................................................................................................22 AP-55 Affordable Housing – 91.220 (g) ..............................................................................................................................23 AP-60 Public Housing – 91.220 (h)......................................................................................................................................24 AP-65 Homeless and Other Special Needs Activities – 91.220 (i).......................................................................................25 AP-75 Barriers to Affordable Housing – 91.220 (j) .............................................................................................................27 AP-85 Other Actions – 91.220 (k) .......................................................................................................................................29 AP-90 Program Specific Requirements – 91.220 (l) (1,2,4) ................................................................................................31

Page 1 ends

AP-05 Executive Summary – 91.200 (c), 91.220(b)

CDBG funds address community development needs through public service activities and capital improvement projects. At least seventy percent (70%) of gross funding is used to serve low- to moderate- income households.

Eligible projects and activities must meet one of the following national objectives: 1) Benefit low- and moderateincome persons; 2) Prevention or elimination of slums or blight; or 3) Address community development needs having an urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other funding is not available.

HOME funds are used for the development of affordable housing options such as building, and/or rehabilitating affordable rental housing and providing direct Tenant Based Rental Assistance to low-income households.

The City is required to develop a 5-Year Consolidated Plan (ConPlan) that identifies the goals and needs of the community. During the ConPlan cycle, the City must develop Annual Action Plans (AAPs) which detail projects and activities to be funded in during the program year in support of the identified goals and needs. In 2019, the City collaborated with the County of Santa Clara and other entitlement jurisdictions to develop the 5-year ConPlan. The ConPlan identifies and prioritizes public services and housing-related needs across the region and for the City of Santa Clara. The purpose of the ConPlan is to guide the Cityto:
- Assess their affordable housing and community development needs and market conditions, - Make data-driven, place-based investment decisions; and - Conduct community-wide discussions to identify housing and community development priorities that align and focus on eligible activities for HUD’sfunding
The 5-Year ConPlan is supported by the Annual Action Plan (AAP). The AAP documents annually how the City will use HUD funding consistent with the goals and needs identified in the ConPlan. This is the final AAP for this cycle.

2. Summarize the objectives and outcomes identified in the Plan The Annual Action Plan supports the goals and needs identified in the ConPlan as stated below:
- Affordable Housing. Affordable Housing projects and activities that benefit low-income households such as affordable rental housing, tenant based rental subsidies, and rehabilitation of single and multi-family housing. - Public Services. Nonprofit partners provide public services to benefit lower income households. - Homelessness. Support activities to end homelessness including homeless prevention programs, case management, outreach activities and support of facilities. - Fair Housing. Promote Fair Housing choice through funding informational and investigative services for tenants and landlords.
- Public Facilities. Improvement to public facilities that provide services to low-income people.

Page 2 ends

3. Evaluation of past performance
The last Consolidated Annual Performance Evaluation Report (CAPER) submitted to HUD was for 2022-2023 (PY2022).

The following are the highlights of the accomplishments reported in support of the ConPlan goals:
- Affordable Housing.

The Tenant Based Rental Assistance program assisted 26 households, and between the NCIP program and Rebuilding Together Silicon Valley, there were 15 households assisted. - Public Services.

There were 754 households that benefited from public services provided by three non-profit agencies and other city funded programs. 1,683 persons received a variety of public services from six non-profit agencies. - Homelessness.
515 households benefited from case management services provided by local non-profit agencies. The majority of these households were assisted with local funds. Further, 26 TBRA households, which have already been counted under the Affordable Housing goal, also received case management services. - Fair Housing.

Project Sentinel assisted 32 households with fair housing services.

4. Summary of Citizen Participation Process and consultation process During the development of the 2024-2025 Annual Action Plan, two public hearings are held to solicit public comment to help identify community needs, and non-profit agencies that could provide services to address those identified needs. One of the hearings is held during the drafting phase of the Plan as required by HUD. Further, a 30-day public comment period for the final version of the Plan is scheduled just prior to the final Public Hearing.

Public Hearing #1. The first Public Hearing satisfies the Citizen Participation Plan requirement to hold at least one Public Hearing during the drafting phase of the Annual Action Plan. The hearing gives the public an opportunity to provide input. The first Public Hearing for the 2024-2025 Annual Action Plan (DRAFT) is scheduled for March 19, 2024, at the regularly scheduled City Council Meeting.

Public Hearing #2. This second and final Public Hearing is scheduled for May 7, 2024. This Hearing will provide a final opportunity for public comment/input. The final version of the 2024-2025 Annual Action Plan (FINAL) will be presented. Any comments will be included in the final version of the Action Plan and the Plan will be submitted to HUD.

Public Noticing. The noticing follows the Citizen Participation Plan requirements. The following information for the 2024-2025 Annual Action Plan was publicly noticed in The Santa Clara Weekly on February 14, 2024, noticed via email to community non-profits, posted on the City’s website, and copies were accessible at libraries and City Hall:
1) Notice of Public Hearing #1 on March 19, 2024, for the 2024-2025 Annual Action Plan (DRAFT) 2) Notice of Public Comment Period (April 5, 2024 – May 7, 2024) for the 2024-2025 Annual Action Plan (FINAL) 3) Notice of Public Hearing #2 on May 7, 2024, for the 2024-2025 Annual Action Plan (FINAL)

Page 3 ends

5. Summary of public comments
Public Hearing #1:

TBD
Pilar Furlong of Bill Wilson Center spoke in support of the funding their agency receives.

Council Member Jain asked if CDBG/HOME/HOME ARP can be used for universal income. The answer is that we cannot; however, staff will see what other options are available.

Council Member Hardy wanted to confirm that we can do ADA curb ramps citywide. We are allowed to install them citywide since the beneficiaries of such ramps are “Disabled Persons” which are presumed to be low-income per HUD.

Council Member Chahal and Park both stated they had heard complaints about the performance of Project Sentinel’s Tenant/Landlord Mediation program which is funded with local funds (Fair Housing services are funded with HOME funds). They asked staff how we monitor them and if we have survey information on their performance.

Council Member Park asked how we can spend more on public services. Staff will remind Council of the Public Service cap at the final public hearing.

Council Member Watanabe asked how staff is working to meet the CDBG timeliness test in 2025. 30-Day Public Comment Period
TBD
Public Hearing #2.

TBD

6. Summary of comments or views not accepted and the reasons for not accepting them All comments received during Public Hearings and the Public Comment Period were noted and considered. The City attempts to incorporate all feedback.

7. Summary
CDBG-funded public services continue to be a great asset to the community, with many of the programs funded focusing on the senior population, persons with disabilities, and unhoused residents. The leveraging opportunities for our nonprofits by receiving HUD funding is of great value. The City will continue to seek out creative solutions to improve its grants management program.

Page 4 ends

PR-05 Lead & Responsible Agencies – 91.200 (b)
The City of Santa Clara is the lead agency and administrator for the CDBG & HOME funds. The Consolidated Plan and Annual Action Plan Public Contacts are:

Reena Brilliot Adam Marcus
Acting Director of Community Development Housing & Community Services Manager [email protected] [email protected]
408.615.2451 408.615.2491

Page 5 ends

AP-10 Consultation – 91.100, 91.200(b) 91.215 (I)
Introduction
The 2024-2025 Annual Action Plan was prepared by City staff with input from a variety of local and regional stakeholders including public service providers (e.g., senior services, homeless services, youth services), affordable housing developers, and County partners. Service partners administer projects and activities that align with the goals and objectives of the ConPlan.

Provide a concise summary of the jurisdiction's activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(l)).

The Santa Clara Housing Authority (SCHA) administers the Housing Choice Voucher program. The City’s TBRA administrators and City staff have worked with SCHA in the past to assist long standing clients of the TBRA program to acquire long-term vouchers. Typically, these are previously homeless households that did not initially qualify for permanent supportive housing and were not able to improve their income and housing situation by the end of the TBRA program’s term. Coordination and case management services resulted in some families receiving 10-year Emergency Housing Vouchers.

The City uses CDBG funds for Bill Wilson’s Family Therapy/School Outreach/Grief Counseling. This public service provides mental health services to youth and their families to cope with high-risk behavior choices, family conflict, and grief counseling. The City also funds the County Office of Supportive Housing to provide case management services to a portion of the City’s homeless. Further, Abode Services administrators to the City’s TBRA program, use local funds to provide case management services for the City’s TBRA clientele.

Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness.

The Santa Clara County Continuum of Care (CoC) is a multi-sector group of stakeholders dedicated to ending and preventing homelessness in the County of Santa Clara (County). The CoC Board is comprised of the same individuals who serve on the Destination: Home Leadership Board. Destination: Home, a program of The Health Trust, is a public-private partnership implementing collective impact strategies to end homelessness in Santa Clara County. Its mission is to drive and align resources to create permanent housing and sustainable support systems built for the long term.

The CoC primary responsibilities are to coordinate large-scale implementation of efforts to prevent and end homelessness in the County. The CoC is governed by the Santa Clara CoC Board (CoC Board), which stands as the driving force committed to supporting and promoting a systems-change approach to preventing and ending homelessness in the County. The organization is improving how systems work together to end homelessness, as well as protect individuals and families at risk of becoming homeless.

The City of Santa Clara, having endorsed the 2020-2025 Santa Clara County Community Plan to End Homelessness, convened a Homelessness Taskforce in April 2022. The Taskforce included stakeholders with a range of perspectives and experience who can help identify priorities and provide recommendations on the development of a City Plan to reduce the impacts of Homelessness. The City partnered with the non-profit, Homebase, to facilitate the taskforce and to develop a City-centric Plan. This plan was presented in January 2023 at a City Council Study Session and the City Council direct staff to move forward with a new street-based case management program.

Page 6 ends

The results of the 2022 Point in Time Homeless Count (“Count”) showed a 35% increase in homelessness since 2019. By comparison, the Countywide count showed a 3% increase. In prior years the City redesigned the TBRA program to place more emphasis on assisting homeless families. In December 2022, the County’s HMIS system included 520 unhoused single adult households and 137 households with at least one child. There is still a need to serve households with children, but there is a greater need to serve single households. To address both needs, the City intends to use HOME funds to continue the focus on ending homelessness for families with children which is consistent with the County’s Heading Home campaign to end family homelessness by 2025. The City also intends to use HOME ARP funds to provide supportive services to single adult households and a variety of HOME ARP qualifying populations.

The City supports services and capital improvement projects for agencies that assist chronically homeless individuals and families, families with children, veterans, and unaccompanied youth primarily through the TBRA program.

In 2023 the City began funding WeHope Dignity on Wheels to provide weekly mobile shower, laundry, and case management services. In partnership with WeHope, the City has continued to fund a weekly mobile shower and laundry service since spring 2022. The service also provides linkages to other services. For the 2022/2023 PY, the service provided 170 showers and 58 laundry loads.

Describe agencies, groups, organizations, and others who participated in the process and describe the jurisdiction’s consultation with housing, social service agencies and other entities. 1 Agency/Group/Organization Bill Wilson Center
Agency/Group/Organization Type Housing Services-Children Services-Homeless
What section of the Plan was addressed by Consultation? Housing Need Assessment Homelessness Needs - Unaccompanied youth
Non-Homeless Special Needs
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff is consulted on improvements to the City TBRA program. 2 Agency/Group/Organization County of Santa Clara Office of Supportive Housing Agency/Group/Organization Type Publicly Funded Institution/System of Care Other government – County
What section of the Plan was addressed by Consultation? Housing Need Assessment Homeless Needs - Families with children
Market Analysis
Homeless Needs – Chronically Homeless
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff met with the Santa Clara County Office of Supportive Housing on several occasions to discuss the City response to homelessness and partnership opportunities.
3 Agency/Group/Organization Abode Services
Agency/Group/Organization Type Services - Housing
What section of the Plan was addressed by Consultation? Homeless Needs - Families with children Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff is consulted on improvements to the City TBRA program. 4 Agency/Group/Organization Senior Adult Legal Services (SALA) Agency/Group/Organization Type Services-Elderly Persons What section of the Plan was addressed by Consultation? Non-Homeless Special Needs Briefly describe how the Agency/Group/ Organization was consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Submitted public comment at both public hearings; highlighting the need for the services they provide.
5 Agency/Group/Organization Next Door Solutions to Domestic Violence Agency/Group/Organization Type Services - Housing

Page 7 ends

What section of the Plan was addressed by Consultation? Homelessness Needs – Families with children and domestic violence and human trafficking survivors
Homelessness Strategy
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Submitted public comment at public hearings; highlighting the need for the services they provide.
6 Agency/Group/Organization Homebase
Agency/Group/Organization Type Regional policy consultant that builds capacity to address homelessness systematically.

What section of the Plan was addressed by Consultation? AP-65 Homelessness and Other Special Needs Activities Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Helped prepare a set of local strategies to address
homelessness and its impacts in the City. Homebase also helped prepare the City’s HOME ARP plan which was approved by HUD.

Identify any Agency Types not consulted and provide rationale for not consulting:

The City did not reach out to broadband-specific providers/organizations. This was due, in part, to the results of the 2020- 2025 Consolidated Plan survey. 62% of respondents felt there was not a common/pressing issue with broadband or internet access. Also, local internet providers all provide low-cost options and/or discounts to low-income households.

Although the City works with organizations whose primary responsibilities include the management of flood prone areas, public land or water resources, and emergency management agencies on normal public business, these organizations were not specifically consulted for the Annual Action Plan. Issues related to such agencies were not mentioned as an issue in the ConPlan survey.

Describe other local/regional/state/federal planning efforts considered when preparing the Plan Name of Plan Lead
Organization
How do the goals of your Strategic Plan
overlap with the goals of each plan?
Continuum of
Care
Continuum of
Care Council
The Continuum of Care works to alleviate the impact of homelessness in the community through the cooperation and collaboration of social service providers. This effort aligns with the Strategic Plan goal to end homelessness including rental assistance, homeless prevention programs, case management, outreach activities and support of facilities.

City of Santa Clara
Homelessness
Strategic Plan
(2023)
City of Santa
Clara City
Council
In 2022 the City conducted a six-month Homelessness Taskforce process and worked with nonprofit consultant Homebase to develop a draft strategic plan. The plan was reviewed in January 2023 and is planned to be adopted in late 2024. The plan will include strategies to prevent homelessness, connect unhoused residents with basic needs, case management, and housing opportunities.

Santa Clara
County Seniors
Agenda
Santa Clara
County
The City’s outreach for the 5-year ConPlan showed senior needs and services as a high priority. Seniors’ Agenda 2021 report speaks to many of the services that have been provided through the City’s CDBG funds.

Community Plan
to End
Homelessness in
Santa Clara
Destination
Home
The 2020-2025 Community Plan to End Homelessness in the County is a five-year plan to guide governmental, nonprofits, and other community members as they make decisions about funding, programs, priorities and needs. This effort aligns with the Strategic Plan goal to support activities to end homelessness: rental assistance, homeless prevention programs, case management, outreach activities & support of facilities.

Page 8 ends

AP-12 Participation – 91.105, 91.200 (c)

1. Summarize citizen participation process and how it impacted goal setting.

The City outreach efforts to obtain community input included two public hearings before City Council (one during the drafting phase of the AAP), noticing the AAP and hearings, and posting the draft AAP on the City website. The table below summarizes the results of the City efforts.

Citizen Participation Outreach
Mode of
Outreach
Target of
Outreach
Summary of
response/ attendance
Summary of
Comments received
Summary of
comments not
accepted and
reasons
URL
(If applicable)
1 Public Hearing
Nontargeted/broad
community
Public Hearing #1 was noticed
in The Santa Clara Weekly on
February 14, 2024: City
Council Meeting – March 19,
2024 during the drafting
phase of the Plan.

A public service agency
member thanked the City for
their CDBG support.

Council Members asked
about whether HUD funds ca
be used for universal income.

We cannot; however, staff
will see what other options
are available.

Council Member and City
Manager wanted to confirm
that we can do ADA curb
ramps citywide.

Council Members stated they
had heard complaints about
the performance of Project
Sentinel’s Tenant/Landlord
Mediation program which is
funded with local funds (Fair
Housing services are funded
w/HOME funds). They said
Project Sentinel was
unresponsive and/or
unhelpful. Staff will follow up
on this issue.

Council Member Park asked
how we can spend more on
public services. Staff will
remind Council of the Public
Service cap at the final public
hearing.

Council Member Watanabe
wanted reassurance that we
are on track to meet
timeliness next year.

All comments
were accepted
and noted.
n/a
2 Public Hearing
Nontargeted/broad
community
Public Hearing #2 was noticed
in The Santa Clara Weekly on
February 14, 2024. The City
Council Meeting on May 7,
2024 presented the final
version of the Plan.

See AP-05, section 5 for a
summary of the public
comments given at Public
Hearing #2.

All comments
were accepted
and noted.
n/a

Page 9 ends

Mode of
Outreach
Target of
Outreach
Summary of
response/ attendance
Summary of
Comments received
Summary of
comments not
accepted and
reasons
URL
(If applicable)
3 Newspaper Ad
Nontargeted/broad
community
The following information for
the 24/25 Annual Action Plan
was publicly noticed in The
Santa Clara Weekly on
February 14, 2024, and also
noticed via email to
community non-profits,
posting on the City website,
and having copies accessible
at libraries and City Hall:
1) Notice of Public Hearing #1
on March 19, 2024 for the
2024-2025 Annual Action
Plan (DRAFT);
2) Notice of Public Comment
Period (April 5, 2024 to May
7, 2024) for the 2024-2025
Annual Action Plan (FINAL);
3) Notice of Public Hearing
#2 on May 7, 2024 for the
2024-2025 Annual Action
Plan (FINAL).

The 30-day comment period
was noticed on February 14,
2024 in the Santa Clara
Weekly. The comment period
ran from April 5,2024
through May 7, 2024 See AP05, section 5 (Public
Comment Summary) for
more comments.

All comments
were accepted
and noted.
n/a

Page 10 ends

AP-15 Expected Resources – 91.220 (c) (1,2)
Introduction
CDBG Funds: The total amount of CDBG resources expected is $1,830,873 $1,700,000. This total is made up of the estimated CDBG entitlement, estimated Prior Year Resources (i.e., funds that were committed but not drawn or funds that became unprogrammed due to program income), and Program Income (i.e., income generated from prior CDBG projects such as loan repayments).
- Annual Entitlement Funds $1,034,553 $899,653
- Estimated Prior Year Balance $ 15,574 $19,601
- Estimated FY24/25 Program Income $ 780,746
TOTAL $1,830,873 $1,700,000

CDBG CONTINGENCY LANGUAGE
More than estimated: If the City’s annual entitlement funds and/or Prior Year Resources (i.e., funds that were committed but not drawn or funds that were not programmed) are greater than estimated, or the Program Income (i.e., income generated from prior CBDG projects) for FY23/24 is greater than $180,000 $190,000, the set-aside calculation for administrative funds will be recalculated and increased, and any excess funds will be programmed towards Capital Improvements to Public Facilities, Rehabilitation Projects for affordable housing, and/or the homeowner rehabilitation program (i.e., NCIP).

Less than estimated: If the City’s Expected Resources (i.e., annual Entitlement Funds and/or+ Prior Year Resources + Estimated Program Income for the coming year) are is lower than estimated, then the following steps will be completed:
• The set-aside calculation for administrative funds will be recalculated and reduced; • The amount committed to NCIP will be reduced.
• If the calculation of our entitlement dollars plus the 23/24 Program Income (EN+PI) is less than $1,200,000 $1,291,539, this will result in the Public Service Cap will be being less than $180,000 $190,000. This would require either a reduction of funds granted to public service and/or not fund one public service agency so as to remain under the Public Service Cap, or another source(s) of funds will need to be considered to augment the HUD funds committed in order to keep the funding levels for Public Service at the proposed levels. which means one of the public service activities will need to be funded with General Funds.

HOME Funds: The total amount of HOME resources expected is $1,025,000 $832,068. This is made up of the annual HOME entitlement, Prior Year Resources, and Program Income.
- Entitlement Funds $437,588 $364,642
- Estimated Prior Year Balance $577,412 $457,426
- Estimated FY24/25 Program Income $ 10,000*
TOTAL $1,025,000 $832,068
* Estimated HOME Program Income (FY24/25). The City estimates it will receive $100,000 in Program Income during the upcoming FY24/25. Ten percent (10%), or $10,000, will be programmed in this 2024-2025 Annual Action Plan to be used for administrative costs as allowed by HOME regulations. The other 90% ($90,000) will be programmed next year in the 2025-2026 Annual Action Plan as part of the Prior Year Balance. Any program income above these estimates will be allocated in the same manner; 10% for administration in FY24/25, and the remaining 90% to be allocated in FY25/26.

Page 11 ends

HOME CONTINGENCY LANGUAGE
More than estimated: If the City’s FY24/25 Entitlement allocation, FY23/24 Program Income, and/or Prior Year Resources are higher than estimated, the excess funds shall be allocated to the TBRA program after the City’s portion for administration is set-aside.

Less than estimated: If the City’s FY24/25 Entitlement allocation, FY23/24 Program Income, and/or Prior Year Resources are lower than estimated, TBRA will be reduced after the administration set-aside is calculated.

Page 12 ends

AP-15 Table –Expected Resources Priority Table
Program Source
of Funds Uses of Funds
Expected Amount Available Year 5 Expected
Amount
Available
Remainder
of ConPlan
Narrative
Description
Annual
Allocation
Program
Income
Prior Year
Resource Total:
$ $ $ $ $
CDBG PublicFederalAcquisition
Housing Rehab
Capital
Improvement
Projects – Public
Facilities
Capital
Improvement
Projects –
Affordable
Housing
Public Services
Admin./Planning
$1,034,553
$899,653
$780,746 $15,574
$19,601
$1,830,873
$1,700,000
$0 CDBG funds may be
used for: 1) Land
acquisition for
affordable housing;
2) NCIP program and
Minor Repair
Program (Rebuilding
Together Silicon
Valley); 3) Public
infrastructure and
other public facility
improvements; 4)
Capital Improv. to
Affordable Housing;
5) Public services; 6)
Planning and
administration.

HOME PublicFederalCHDO and
regular HOME
rental projects,
such as property
acquisition, new
const., and/or
rehabilitation.

Homeowner
Rehabilitation
TBRA
Admin. and
Planning for
HOME programs
and activities.
$437,588
$364,642
$10,000 $577,412
$457,426
$1,025,000
$832,068
$0 Funds may be used
for: 1) TBRA; 2) NCIP;
3) Fair Housing; 4)
Rental development;
and/or 5) Admin. &
Planning.

Approximately
$52,000 $40,000 of
the “Prior Year
Resources” is
program income (PI)
received in FY23/24.

Approx. $100,000 in
PI is expected in
FY24/25. 10% (i.e.,
$10,000) will be
programmed in this
action plan for
administrative
activities (PA) and
drawn in FY24/25.

The remaining $90K
will be programmed
in FY25/26.

If FY24/25 PI exceeds
$100,000, City will
continue using 10%
for admin. and the
remaining will be
programmed in
FY25/26.

Page 13 ends

Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied Federal funds will leverage local funds (i.e., General Funds, City Affordable Housing Funds, and City Housing Successor Funds) to increase project efficiencies and benefit from economies of scale. The HOME match requirement will be met through the waiving of property taxes on past HOME-funded multi-family affordable developments. The local funds will be used to fund certain the following activities:

Program Uses of
Funds
Expected Amount Available Year 5 Expected
Amount
Available
Remainder
of ConPlan
Narrative Description Annual
Allocation
Program
Income
Prior Year
Resource Total:
$ $ $ $ $
General
Fund
Public
Services
$71,264
$87,803
0 0 $71,264
$87,803
$0 $51,264 $67,803 Project Sentinel –
Landlord/Tenant Mediation Program
$15,000 Catholic Charities Ombudsman Program
$5,000 United Way 211
City
Affordable
Housing
Fund
(CAHF)
Public
Services
$225,697 0 0 $225,697 $0 $160,697 for case management services for TBRA. $15,000 Intensive Case Mgt.
$50,000 Homeless Prevention
City
Housing
Successor
Fund
(CHSF)
Public
Services
$250,000 0 0 $250,000 $0 $110,000 to fund case management services for chronically homeless households.
$140,000 for case management services for TBRA.

Other Federal Grant Programs
HOME ARP funds programmed in the 2021 Annual Action Plan will again be programmed for Case Management Services for Domestic Violence Survivors for $30,000 for Next Door Solutions – to Domestic Violence for the 2024-2025 program year.

Additional federal programs that fund community development and affordable housing, and are provided by Santa Clara County Housing Authority and affordable housing developers include:
- Section 8 Housing Choice Voucher Program,
- Section 202,
- Section 811; and
- Affordable Housing Program (AHP) through the Federal Home LoanBank.

Page 14 ends

If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan
In recent years, the City has worked to develop affordable housing on three properties: 1) Bay Area Research and Extension Center (BAREC) senior housing site at 90 North Winchester Boulevard; 2) 2330 Monroe Street, and 3) Fire Station #6 at 3575 De La Cruz Boulevard.

The project will be 100% affordable units. The project closed in 2022 and is now leased up and operating. 3575 De La Cruz: The City Council has approved negotiations to enter into an Exclusive Negotiation Rights Agreement (ENA) with Habitat for Humanity East Bay/Silicon Valley. The proposed development will be 15 100% affordable, for-sale townhomes. In December 2023, the City Manager executed a 12-month extension of the ENA to account for project delays due to high interest rates and the need to secure additional state subsidies.

Page 15 ends

AP-20 Annual Goals and Objectives – 91.220(c)(3)& (e)
Goal Description
1 Goal Name Affordable Housing
Goal Description Assist in the creation and preservation of multi-family rental housing for low income and special needs households, rehabilitation of low-income owner-occupied housing through the Neighborhood Conservation and Improvement Program, TBRA rental subsidies, new construction. 2 Goal Name Homelessness
Goal Description Support activities, consistent with Continuum of Care strategies, to prevent and end homelessness. This includes building affordable housing for people who are homeless or at risk of homelessness as well as the provision of support services.
3 Goal Name Public Services
Goal Description Support activities that provide basic needs to lower income households and special needs populations.

Services would be provided to low-income households, elderly individuals, homeless persons, people with disabilities, and victims of domestic violence.
4 Goal Name Fair Housing
Goal Description Promote fair housing choice, through the following activities: fair housing education, fair housing testing, housing assistance hotline, and landlord-tenant mediation. 5 Goal Name Public Facilities
Goal Description Make improvements to public facilities which can include City-owned facilities and/or improvements to properties owned and operated by non-profits which serve low-income clientele. 6 Goal Name Planning & Administration
Goal
Description
Provide management, planning and implementation of the CDBG & HOME programs as well as monitoring of public services and housing projects.

AP-23 –Annual Goals Summary
Goal Category Needs Addressed Needs Addressed Funding
Affordable Housing
Affordable Housing Affordable Housing CDBG: $823,963
$574,321
HOME: $971,242
$785,604
Start Year: 2020 End Year: 2025 Outcome: Affordability Objective: Provide decent affordable hsg.

Narrative: Assist in the creation and preservation of multi-family rental housing for low income and special needs households, rehabilitation of low-income owner-occupied housing through the NCIP, TBRA rental subsidies, and/or new construction.

CDBG Program
$500,000 $250,000 NCIP Loans and Grants (5 approximately 2 households) $ 73,963 $74,321 NCIP Project Delivery Costs
$100,000 Liberty Tower Elevator Project (additional funds for a project funded in FY23/24) $150,000 Minor Repair Program - Rebuilding Together (10 households) $ 823,963 $574,321 total (15 12 households)
HOME Program
$971,242 $730,908 TBRA Administration (25 20 households) $ 65,638 $54,696 CHDO Set Aside (1 households)
$971,242 $785,604 TBRA Administration (25 households)
Goal Outcome Indicator Quantity Unit of Measure
Rental Units rehabilitated 1 Household Housing Unit

Page 16 ends

Homeowner housing rehabilitated 15 12 Household Housing Unit TBRA/Rapid Rehousing 25 20 Households Assisted
AP-23 –Annual Goals Summary (continued)
Goal Category Needs Addressed Needs Addressed Funding
Public Services
Non-Homeless Special Needs Public Services CDBG: $180,000 $189,600
Start Year: 2020 End Year: 2025 Outcome:

Availability/accessibility
Objective: Create
economic opportunities
Narrative: Support activities that provide basic needs to lower income households and special needs populations. Services would be provided to low-income households, elderly individuals, homeless persons, people with disabilities, and victims of domestic violence. The following non-profit agencies will be funded with $180,000 $189,600 of CDBG dollars:
$30,000 $31,600 BWC Counseling (100 households)
$30,000 The Health Trust Meals on Wheels (20 households) $30,000 $31,600 Hope Services (100 clients)
$30,000 $31,600 Silicon Valley Independent Living Center (70 clients) $30,000 $31,600 Senior Adult Legal Assistance (80 clients) $30,000 $31,600 Heart of The Valley (400 clients)
$31,600 Loaves & Fishes (20 clients)
$180,000 $189,600 Total (770 750 households/persons)
Local funds of $71,264 $262,803 will also be used for public services as follows:
$51,264 $67,803 Project Sentinel Landlord/Tenant Mediation (100 clients) $125,000 County Intensive Case Management (20 households) $50,000 Homeless Prevention Program (20 households)
$15,000 Catholic Charities Ombudsman (380 persons)
$ 5,000 United Way 211 (500 persons)
$71,264 $262,803 (980 1,020 households/persons)
$30,000 of HOME-ARP funds (previously programmed in 2021) will fund Next Door Solutions Goal Outcome Indicator Quantity Unit of Measure
Public Services 770 Persons Assisted
Goal Category Needs Addressed Needs Addressed Funding
Public Facility
Improvements
Public Facility Improvements Public Facility
Improvements
CDBG: $600,000
Start Year: 2020 End Year: 2025 Outcome:

Availability/accessibility
Objective: Create
economic opportunities
Narrative:

Install ADA curb cuts/curb ramps throughout city. The beneficiaries of this activity are disabled people who are a presumed benefit population; there is not a requirement to confirm that the beneficiaries are low-income.

Goal Outcome Indicator Quantity Unit of Measure
Public Facility Improvement/Accessibility 200 3,000 Persons Assisted Goal Category Needs Addressed Needs Addressed Funding
Fair Housing Non-Homeless Special Needs Fair Housing HOME: $ 22,197

Page 17 ends

Services Start Year: 2023 End Year: 2025 Outcome:

Availability/accessibility
Objective: Create
economic opportunities
Narrative: Promote fair housing choice through the following activities: fair housing education, fair housing testing, housing assistance hotline, and landlord/tenant mediation.

Goal Outcome Indicator Quantity Unit of Measure
Public service activities other than low/mod
income housing benefit
50 Persons Assisted

Page 18 ends

AP-23 –Annual Goals Summary (continued)
Goal Category Needs Addressed Needs Addressed Funding
Administration &
Planning
Other Administration &
Planning
CDBG: $226,910
$336,079
HOME: $ 31,561
$24,267
Start Year: 2020 End Year: 2025 Outcome:

Availability/accessibility
Objective: Create
economic opportunities
Narrative: Provide management, planning and implementation of the CDBG & HOME programs as well as monitoring of public services and housing projects.

Goal Outcome Indicator Quantity Unit of Measure
Other 0 Other
Estimate the number of extremely low-income, low-income, and moderate-income families to whom the jurisdiction will provide affordable housing as defined by HOME 91.215(b). 15 12 households for Homeowner housing rehabilitation (CDBG), 5 2 Extremely low-income households
10 Low-income households
25 20 households for TBRA (HOME),
20 17 Extremely low-income households
5 3Low-income households

Page 19 ends

AP-35 Projects – 91.220(d)
Introduction
The activities that the City will undertake in FY24/25 using CDBG and HOME funds include: Public Services, Homeowner Rehabilitation, Tenant Based Rental Assistance, Program Administration & Planning, and Affordable Housing Improvements for low and moderate-income residents. The activities meet one or more priority needs identified in the 5- year Consolidated Action Plan.

In addition to the projects and activities funded with HUD funds as noted in table “AP-35 – Project Information Summary”, the City also funds other Public Service Activities with local funds that include:

Project Sentinel – Landlord/Tenant Mediation Services ($51,264 $67,803; 100 clients) Catholic Charities Long-Term Care Ombudsman ($15,000; 380 persons) Homeless Prevention Services for Homeless Households ($50,000; 20 households) Intensive Case Management ($125,000; 20 households)
United Way Bay Area 211 Services ($5,000; 500 households) Next Door Solutions ($30,000 of HOME-ARP funds from FY2021; 72 households) TOTAL LOCAL FUNDS: $276,264 $292,803 (1,092 persons/households) (TOTAL ALSO INCLUDES HOME-ARP FUNDS) AP-38 – Project Information Summary
# Project Goals Supported Needs Addressed Funding
1 Public Services Homelessness
Public Services
Homelessness
Public Services
CDBG: $180,000
$189,600
Description Public services provided to the community that primarily benefit low to low-mod income persons and/or households.

Target Date for Completion 6/30/2025
Estimate the number and type of families
that will benefit from the proposed activities.
770 750 persons [280 moderate income at less than 80% AMI; 380 360 low-income less than 50% AMI; 110 extremely low-income less than 30% AMI]
Location Description Citywide

PLANNED ACTIVITIES
$38,000 $31,600: 2023 Family Therapy/School Outreach/Grief Counseling (Bill Wilson Center) [LMC/5D/100 persons]
$0 $31,600: 2023 Meals on Wheels (The Health Trust Loaves & Fishes) [LMC/5A/20 persons]
$38,000 $31,600: 2023 Hope Services [LMC/5B/100 persons] $38,000 $31,600: 2023 Silicon Valley Independent Living Center [LMC/5B/70 persons]
$38,000 $31,600: 2023 Senior Adult Legal Services (SALA) [LMC/5C/80 persons]
$38,000 $31,600: 2023 Support & Transportation Services for Seniors (Heart of the Valley) [LMC/5A/400 persons]

Page 20 ends

AP-38 – Project Information Summary (continued)
# Project Goals Supported Needs Addressed Funding
2 Homeowner housing rehab & minor repair Affordable Housing Affordable Housing CDBG: $723,963 $474,321
Description
Financial assistance for low-income homeowners to make
necessary repairs to their owner-occupied homes to address health and safety issues. This is completed through the City's NCIP program and/or Rebuilding Together Silicon Valley. Some funds are also used for Activity Delivery Costs (ACD).

Target Date for Completion 6/30/2025
Estimate the number and type of families
that will benefit from the proposed activities.
15 12 households [10 low-income less than 50% AMI; 5 2 extremely low-income less than 30% AMI]
Location Description Citywide

PLANNED ACTIVITIES
$150,000: 2023 Homeowner rehabilitation and minor repair (Rebuilding Together Silicon Valley) [LMH/14A/10 households] $500,000: $250,000 2023 NCIP [LMH/14A/5 2 households]
$73,963 $74,321: 2023 NCIP Activity Delivery Costs
[LMH/14H/n/a]
# Project Goals Supported Needs Addressed Funding
3 Tenant Based Rental Assistance Affordable Housing Affordable Housing HOME: $905,604 $730,908
Description
Provide financial assistance to low and extremely low-income households through deposit assistance and monthly subsidy assistance.

Target Date for Completion 6/30/2025
Estimate the number and type of families
that will benefit from the proposed activities.
25 21 households [5 3 low-income less than 50% AMI; 20 17 extremely low-income less than 30% AMI]
Location Description Citywide

PLANNED ACTIVITIES
$905,604 $730,908: 2024 TBRA Administration (Abode Services) plus $160,697 of CAHF and $140,000 of CHSF (local funds) for case management services. (20 households)
# Project Goals Supported Needs Addressed Funding
4 Capital Improvements to Public Facilities Public Facilities Public Facilities CDBG: $600,000 Description
Install ADA curb cuts/curb ramps throughout city. The beneficiaries of this activity are disabled people who are a presumed benefit population; there is not a requirement to confirm beneficiaries are low-income.

Target Date for Completion 6/30/2025
Estimate the number and type of families
that will benefit from the proposed activities.
200 3,000 persons [200 3,000 low-income less than 50% AMI] Location Description Citywide
PLANNED ACTIVITIES $600,000 ADA curb cuts throughout city [LMC/14A/200 3,000 persons]

Page 21 ends

# Project Goals Supported Needs Addressed Funding
5 Fair Housing Fair Housing Fair Housing HOME $22,197
Description
Provide fair housing services by providing case management services, risk assessment, safety planning, legal advocacy, assistance filing restraining orders, housing assessment, individual action plan development, support groups, and other services.

Target Date for Completion 6/30/2025
Estimate the number and type of families
that will benefit from the proposed activities.
50 households [40 low-income less than 50% AMI; 10 extremely low-income less than 30% AMI]
Location Description Citywide
PLANNED ACTIVITIES $22,197: Fair Housing Services (Project Sentinel) # Project Goals Supported Needs Addressed Funding
6 General Program Administration & Planning Administration Administration CDBG: $226,910
$336,079
HOME: $31,561
$24,267
Description Administrative activities by City for CDBG and HOME-funded projects and activities.

Target Date for Completion 6/30/2025
Estimate the number and type of families
that will benefit from the proposed activities.

N/A
Location Description Citywide
PLANNED ACTIVITIES Admin. and planning for CDBG and HOME funded projects and activities.
# Project Goals Supported Needs Addressed Funding
7 Capital Improvements to Affordable Housing Affordable Housing Affordable Housing CDBG: $100,000 HOME: $54,696
Description Rehabilitation to affordable rental housing units to keep them sustainable and affordable.

Target Date for Completion 6/30/2025
Estimate the number and type of families
that will benefit from the proposed activities.
1 person [low-income less than 50% AMI]
Location Description Citywide

PLANNED ACTIVITIES
$100,000: Additional funding for Liberty Tower Elevator project from FY2023 [LMC/14A/persons already counted in FY2023] $54,696: Rehabilitation of CHDO eligible unit [LMC/14A/1 person] Describe the reasons for allocation priorities and any obstacles to addressing underserved needs:

Allocation of funds is based on needs and priorities identified in the 2020-25 ConPlan. The City prioritizes allocations to projects that serve the lowest income households, from 0-80% of Area Median Income.

Page 22 ends

AP-50 Geographic Distribution – 91.220 (f)
Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed.

Investments will be allocated citywide.

AP-50 –Geographic Distribution
Target Area Percentage of funds
Citywide 100%
Rationale for the priorities for allocating investments geographically The City does not have plans to prioritize investments geographically. HOME CHDO set-aside funds may be spent in a contiguous jurisdiction if a CHDO development cannot be identified within the City limits.

Page 23 ends

AP-55 Affordable Housing – 91.220 (g)
Introduction
For the purpose of this section, the term “affordable housing” is defined in the HOME regulations at 24 CFR 92.252 for rental housing and 24 CFR 92.254 for homeownership.

The City of Santa Clara has identified the production and maintenance of affordable housing as the primary objective for the expenditure of federal funds in the Consolidated Plan. While CDBG and HOME funds are limited, the City will continue to allocate funding to affordable housing projects, including owner-occupied rehabilitation. The City has non-federal funding sources that it may use toward the development of affordable housing during Fiscal Year 2024-2025.

AP-55A – One Year Goals for the Number of Households to be Supported (by Population Type) Homeless – Housing assistance for units reserved for homeless individuals and households. 25 20 Non-Homeless – Housing assistance for all units NOT reserved for homeless individuals and households. 15 13 Special-Needs – Housing assistance for units reserved for households that are not homeless but require specialized housing or supportive services.
0 Total 40 33
AP-55B – One Year Goals for the Number of Households Supported Through (by Program Type) Rental Assistance – Housing assistance for programs such as tenant-based rental assistance (TBRA) and one-time payments to prevent homelessness.
25 20
The Production of New Units – New units, including the conversion of non-residential properties. 0 Rehab of Existing Units – Rehabilitation of existing units, including reconstruction. If unit will be acquired and rehabilitated, report the unit only once.
15 13
Acquisition of Existing Units – Housing assistance for programs such as down payment assistance. If the unit will be acquired and rehabilitated, report the unit only once. 0 Total 40 33
Discussion
The City’s goal, as it relates to Affordable Housing, is to assist in the creation and preservation of affordable housing for low income and special needs households through continuation of the Neighborhood Conservation and Improvement Program (NCIP), rental habilitation of units occupied by low-income tenants, TBRA rental subsidies, and new construction. 15 12 households for Homeowner housing rehabilitation (CDBG), 05 02 Extremely low-income households
10 Low-income households
25 20 households for TBRA (HOME),
20 17 Extremely low-income households
05 03 Low-income households
01 households for CHDO Rental Housing (HOME),
01 Low-income households

Page 24 ends

AP-60 Public Housing – 91.220 (h)
Introduction
The Santa Clara County Housing Authority (SCCHA) is the regional entity that manages and maintains housing units and administers Housing Choice Voucher programs across the County. SCCHA operates four public housing units located in City of Santa Clara. The housing authority is a HUD-designated Moving to Work (MTW) agency which allows it greater flexibility to design and implement more innovative approaches to providing housingassistance.

For FY24/25, SCCHA plans to serve 18,299 households with MTW Housing Choice Vouchers, 1,270 with local, non-traditional property-based and tenant based vouchers, and 4 MTW Public Housing units leased for a total of 19,573 households served.

The majority of voucher holders have a tenant-based voucher which allows the holder to use the voucher at any housing unit where the landlord will accept the voucher. Data on the number of vouchers in use within the City is unavailable.

Actions planned during the next year to address the needs to public housing The SCCHA has 536 tenant-based vouchers that the MTW PHA anticipates project -basing for the first time (county-wide); there are 3347 currently. The City will continue to work closely with the SCCHA to address any needs identified during the program year.

The most immediate need is finding housing units and owners that will accept vouchers. Stakeholder interviews also identified the need for assisting families moving into affordable units with basic necessities.

SCCHA re-proposed allocating project-based vouchers to SCCHA-owned projects without competition. This activity was originally proposed and approved by HUD to allow SCCHA to issue Project Based Vouchers (PBVs) to projects owned by SCCHA or a SCCHA affiliate entity without needing to go through a competitive selection process. The re-proposal of this activity would leave the original activity in place and in addition SCCHA is adopting a Housing Opportunities Through Modernization Act (HOTMA) provision that has not yet been implemented by HUD. A modification to Activity 2010-4 will allow SCCHA, at its discretion, to enter into a HAP contract for housing to be rehabilitated or newly constructed even if construction had begun without an AHAP in place.

Actions to encourage public housing residents to become more involved in management and participate in homeownership
SCCHA is proactive in incorporating resident input into the policy-making process. The SCCHA board includes two tenant commissioners that provide input from the tenant perspective.

If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance
Not applicable.

AP-65 Homeless and Other Special Needs Activities – 91.220 (i) Introduction
The 2022 Point-in-Time Count identified 10,028 homeless individuals county-wide, which was higher than the 2019 count of 9,706. Of these individuals, 2,320 are sheltered and 7,708 are unsheltered. Individuals with the highest rates of being without shelter are the chronically homeless, homeless veterans, and unaccompanied youth. It is estimated that 28.71% (2,838) of the 10,028 homeless people are chronically homeless with 67% of those chronically homeless being unsheltered. 660 are veterans (6.58%) with 79% of those being unsheltered. “Families” comprise 8.95% of total homeless population (276 families with 898 members). 1,155 (11.51%) of the homeless population are unaccompanied youth and young adults; 91% of which are unsheltered.

The City of Santa Clara saw an increase in its homeless population of 35% to 440 (up from 326).

Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including:

Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs.

The City will continue its efforts of housing homeless families through its TBRA program. The goal is to house/keep housed approximately 20 households. The City will renew its agreement with the County of Santa Clara for FY24/25 to provide intensive case management to approximately 20 chronically homeless individuals referred by the police department. This program is funded with local funds. The County provides housing subsidies for the participants in this program while the City uses its Successor Housing Agency funds to provide the case management and services for the program. HOME-ARP funds will be used to provide street-based case management services and other supportive services to Qualifying Populations under the HOME-ARP regulations. The City will also continue to offer mobile shower, laundry and case management services on a weekly basis through a partnership with WeHope Dignity on Wheels.

Addressing the emergency shelter and transitional housing needs of homeless persons.

The City will continue to fund agencies that serve homeless persons accessing emergency and transitional shelters.

Much of the funding will come from CDBG for agencies providing public services such as case management. Agencies include Next Door Solutions, Bill Wilson Center, and Abode Services. The City is also exploring partnerships with the County to potentially build an interim housing site in Santa Clara.

Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again.

Particularly for chronically homeless, it is preferable for individuals to receive intensive case management rather than simple information and referral services. Case managers work to assist homeless individuals find housing, connect with resources, and receive services to maintain housing. The provision of case management is personbased rather than shelter-based with the goal of rapid re-housing. The goals of the County’s 2020-2025 Community Plan to End Homelessness establish a target of creating 6,000 housing opportunities for persons who are homeless. An additional goal is for each of the 6,000 new tenants to have access to the services that will allow them to maintain that housing.

Page 25 ends

Page 26 ends

The City will continue to use HOME funds for our TBRA program. The TBRA program is a short-term solution to homelessness (unlike permanent supportive housing for the chronically homeless). The Homeless Survey has shown that families with children are not only a special need population but tend to be underrepresented in Homeless Surveys. The TBRA program will continue to focus on assisting the homeless and at-risk of homelessness population; however, preferences towards families with children, and individuals and/or families exiting housing exclusively designated for domestic violence survivors will be given.

Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs.

Although the City does not fund programs or activities that specifically help low-income individuals and families avoid becoming homeless who are being discharged from publicly funded institutions or who receive assistance from public or private agencies that address housing, health, social services, employment or youth needs, many of the programs and activities that the City does fund help to prevent homelessness.

Tenant Based Rental Assistance Program (TBRA). Many of the beneficiaries of the TBRA program also receive SNAP (i.e., food assistance), and all receive case management services. The program also allows for assistance to those that are housed, but on the verge of homelessness.

Homeless Prevention Program and Intensive Case Management. The City uses local funds to match county funds for a program that houses up to twenty (20) homeless individuals that are identified by the police department as high users of community resources; some of which had been discharged from facilities and/or jails. This population is also provided case management services. The City also funds the Homelessness Prevention System which provides temporary financial assistance, legal support, and case management to families or individuals who are at risk of losing their housing.

Landlord/Tenant Mediation. This program can indirectly help households stay housed through the mediation of eviction related issues.

Next Door Solutions to Domestic Violence. This program provides a safety net of housing and services to either help victims avoid homelessness or make their homeless situation shorter.

Youth needs. The City provides CDBG funding for family and individual counseling needs through the Bill Wilson Center which focuses on the needs of foster children. By administering these programs, it provides The Bill Wilson Center the unique resources to identify homeless families, foster youth in their own system, and households with children in the school system that may be in need of critical needs such as housing, health, employment, education, and other social services.

The City is currently working to complete a City-specific homeless needs assessment and strategic plan. The results of this process will direct future funding for homeless activities and programs.

Page 27 ends

AP-75 Barriers to Affordable Housing – 91.220 (j)
Introduction
The jurisdictions within the County face barriers to affordable housing that are common throughout the Bay Area. High on the list is the lack of developable land, which increases the cost of available lands and increases housing development costs. Local opposition is another common obstacle as many neighbors have strong reactions to infill and affordable housing developments. Opposition is often based on misconceptions, such as an anticipated increase in crime; erosion of property values; increase in parking and traffic congestion; and overwhelmed schools. However, to ensure a healthy economy, the region must focus on strategies and investment that provide housing for much of the workforce in the region – retail sales clerks, firefighters and police, teachers and health service workers – whose incomes significantly limit their housing choices.

Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment.

The City identified multiple barriers to affordable housing, including income and wages that are not consistent with the rising cost of housing, a competitive rental and home market, and diminishing public funds. The City has identified multiple constraints or barriers to the affordable housing and residential investment in its 2023-2031 Housing Element Update, including:
- Land use controls that limit the density of housing production; and/or - Parking requirements increase the cost of housing.

Generally, the City faces the same affordable housing barriers as the rest of the Bay Area, including:
- High cost of development constrains the development of affordable housing units in favor of higher end units; and
- Lack of developable land prevents housing development and increases the price of land;and - Local opposition prevents affordable housing from being built in high-resource areas; and - Insufficient subsidies and vouchers for deeply affordable units.

Additionally, the Assessment of Fair Housing identified the following contributing factors to fair housing issues, including affordable housing, through analysis of data and community engagement feedback:
- Displacement of residents due to economic pressures
- Land use and zoning laws
- Source of income discrimination
- Community opposition to affordable housing
- Availability of affordable units in a range ofsizes
- Availability, type, frequency, and reliability of public transportation - Lack of access to opportunity due to high housing costs - Lack of affordable, accessible housing in a range of unitsizes - Lack of affordable housing for individuals who need supportive services - Lack of assistance for housing accessibility modifications - Lack of resources for fair housing agencies and organizations - Location and type of affordable housing
- Loss of affordable housing

Page 28 ends

- Private discrimination
The adopted 2023-2031 Housing Element includes the following actions to remove or ameliorate barriers: Continue to invest in new 100% affordable housing developments, work with nonprofits to acquire and rehabilitate distressed multifamily housing and convert it to low income housing, update the City zoning ordinance to comply with state laws on reasonable accommodations, the siting of emergency shelters, transitional and supportive housing. Reduce parking requirementsfor housing development near transit, work with religious institutions to identify possible sites for affordable housing development, encourage ADU development, analyze impact fees, promote construction of accessary units and low income housing such as shared housing and Single Room Occupancy units, continue to require developers of 10 or more units to provide Below Market Rate units, identifying new sources of affordable housing funding, and more.

AP-85 Other Actions – 91.220 (k)
Introduction
This section discusses efforts in addressing the underserved needs, expanding and preserving affordable housing, reducing lead-based paint hazards, and developing institutional structure for delivering housing and community development activities.

Actions planned to address obstacles to meeting underserved needs One of the major obstacles to meeting the needs of the underserved is the limited amount of funding available to fund public services. The City contributes general funds to fund the tenant/landlord mediation program, Catholic Charities Ombudsman Program, and the United Way 211 information line.

Actions planned to foster and maintain affordable housing The City funds Rebuilding Together Silicon Valley to administer a portion of its Homeowner Housing Rehabilitation program. The program addresses building/housing code deficiencies, abatement of hazardous conditions, repair/rehabilitation of deteriorated conditions, and accessibility for persons with disabilities, all to improve the habitability, use and occupancy of owner-occupied housing. Financial assistance is provided in the form of grants. The City also administers its Neighborhood Conservation Improvement Program (i.e., Homeowner Housing Rehabilitation Program). These projects are typically larger in scope than the projects performed by Rebuilding Together Silicon Valley.

Financial assistance is provided in the form of loans with flexible terms and below market rates.

The City has a Below Market Purchase Program (BMP). This program requires developers to set aside 15% of newly constructed units for housing affordable to low and moderate income homebuyers. The City is in the process of updating the BMP program so that initial buyers will be required to sell to qualified low and moderate income buyers keeping these homes affordable for at least 30 years.

Actions planned to reduce lead-based paint hazards
The City undertakes HUD-funded projects in accordance with the Lead-Based Paint Regulations. These regulations most commonly affect residential structures rehabilitated through NCIP. When identified, lead paint will be controlled or abated and disposed of properly to eliminate or reduce the hazard of environmental or human contamination. The City has adopted a written plan to implement the regulations in its NCIP Program and other housing rehabilitation activities.

Page 29 ends

Page 30 ends

Actions planned to reduce the number of poverty-level families On August 22, 2017, the Santa Clara City Council approved a plan establishing the City's local minimum wage. As of January 1, 2020, the City of Santa Clara minimum wage is adjusted annually based on the regional Consumer Price Index (CPI). The City’s minimum wage as of January 1, 2024, is $17.75 per hour.

On April 4, 2017, the Santa Clara City Council unanimously passed the first Worker Retention Ordinance in Silicon Valley.

The ordinance, that took effect on May 4, 2017, provides much-needed job security to some of the most vulnerable workers. This law protects food and building service workers from mass layoffs when companies switch contractors. It requires that if a company with an office or venue in Santa Clara hires a new contractor or brings services in-house, the workers who currently work at that location must be kept on for a 90-day transition period.

The Santa Clara Unified School District (SCUSD) Adult Education Center has a CalWORKs Site Representative who acts as a liaison for participating CalWORKs students and Santa Clara County Social Services Agency. Some of these responsibilities include ensuring that all participants on campus are remaining in compliance with federal regulations, developing a welfare to work plan, reporting monthly attendance to the County for each participant, and reporting progress reports on a quarterly basis for each participant CalWORKs student to the County. In addition to the Site Representative, the Adult Education Center has a Career Advisor for CalWORKs students to help them in job placement, resume development, and interviewing skills.

Actions planned to develop institutional structure
The City will continue its participation in the countywide CDBG Coordinators Committee, which increasingly has become a forum for discussion and active planning of common strategies to address the housing and community needs in Santa Clara County. The City also participates in the Community Planning Collaborative which focuses on housing policy from a development and land use perspective. Lastly, the City works closely with Cloudburst, a HUD approved TA provider.

Actions planned to enhance coordination between public and private housing and social service agencies The City will continue its efforts to encourage consortium-building among housing developers, public service providers, and governmental and non-governmental entities. The City has achieved proven results in using federal funds to leverage private funds. The City participates in the quarterly meetings of the Supportive Housing Roundtable, which includes government agencies, housing developers, service providers, legal services and private funders.

Discussion
In 1983, the City of Santa Clara joined with several other cities to create the North Valley Job Training Consortium (NOVA) in response to the federal Workforce Investment Act. The consortium is a private/public partnership made up of representatives of local government, business and industry, labor, education and training systems, employment services, and community support organizations. The NOVA Workforce Board was established to guide the agency in its mission to deliver employment and training services that enhance the ability to live and work in Silicon Valley. Many of the services and programs provided by NOVA target disadvantaged youth and adult populations, who may have limited education and/or barriers to employment. NOVA is a partner in the CONNECT! Job Seeker Center, a comprehensive resource center opens to all job seekers, which offers computer access, a resource library, resume assistance and job search workshops.

Page 31 ends

AP-90 Program Specific Requirements – 91.220 (l) (1,2,4) Introduction
Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(l) (1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out.

Other CDBG Requirements

1. The amount of urgent need activities. 0

2. The estimated percentage of CDBG funds that will be used for activities that benefit persons of low and moderate income. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. 100.00%

1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed
0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the strategic plan. 0 3. The amount of surplus funds from urban renewal settlements. 0

Page 32 ends

HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(l) (2) A description of other forms of investment being used beyond those identified in Section 92.205 is as follows:

1. The City does not use HOME funds beyond those identified in Section 92.205. A description of the guidelines that will be used for resale or recapture of HOME funds, if used for homebuyer activities as required in 92.254, are as follows:

Homeowner Equity – for purposes of this policy, it is defined as the sum of the down-payment, principal paid, and homeowner improvements. Home Equity – for purposes of this policy, it is defined as the amount of HOME investment, adjusted as follows: (1) The HOME investment amount would be reduced if, at the time of the homeowner purchase, the market price is less than the cost of construction, by the amount of that difference; and (2) Beginning after six years of residency by the original buyer, the City would reduce its share of excess proceeds by a maximum of 10% for each additional full year the original buyer resides in the home. After the completion of 15 years of residency by the original buyer, the City would have no interest in recapturing any portion of its original HOME investment.

In the event of a sale of a HOME-assisted house during the 15-year HOME affordability period, sales proceeds would be distributed in the following order of priority:
a. Closing costs.
b. Primary mortgage loan (City or private lender).
c. Other loans superior to the HOME investment lien (if any have been approved by the City).

The remaining funds are considered Shared Net Proceeds under the HOME regulations and would be distributed in the following order of priority:
d. Homeowner Equity, or the amount of Shared Net Proceeds, whichever is less. e. Homeowner Shared Net Proceeds. This amount will be the greater of: (1) Homeowner Equity that was paid as described above; or (2) proportionately of the Shared Net Proceeds, according to the formula - Homeowner Equity, divided by the sum of Homeowner Equity plus HOME Equity. f. HOME investment. The remainder of the Shared Net Proceeds. If the remaining Shared Net Proceeds are insufficient to repay the full amount of the HOME investment, the City would forgive any of the HOME investment that could not be repaid from the remaining Shared Net Proceeds.

2. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds. See 24 CFR 92.254(a)(4) are as follows:

The City secures its HOME funds by recording Deeds of Trust on the title of the property that received the funding.

The period of affordability would be a minimum of 15 years.

92.206(b), are as follows:

The City does not have any plans to use HOME funds to refinance existing debt on multi-family.

4. HOME funds may be allocated to affordable housing capital projects in contiguous jurisdictions.

The City does not plan on using HOME funds to refinance existing debt.

Discussion
CHDO set-aside funds. The City of Santa Clara will consider providing assistance to affordable housing developments in contiguous jurisdictions using CHDO set-aside funds.

Page 33 ends

TBRA assistance. While it would be ideal for participants to locate housing within the city limits, the program will allow participants to find housing located anywhere within the County of Santa Clara. 95% After Rehab Valuation
The City of Santa Clara may use HOME funds for acquisition purposes. Per CFR 24 92.254 (a)(iii), the City has chosen to determine separate limits for existing housing than the given median purchase price issued by HUD. City staff researched the Multiple Listings Service (MLS) to determine the number of single-family and multi-family home sales. There were less than 250 sales per months; thus, per 24.92.254 (a)(iii), we were required to compile 3 months of sales figures. The following details the home sales in Santa Clara over the most recent three (3) months for single-family homes and multifamily homes at the time of publication.

FY24-25
Estimated
Entitlement
Prior
Year
Balance
Estimated PI
CDBG FY24-25
HOME FY23-24
FY24-25
Total
Expected
$899,653 $19,601 $780,746 $1,700,000
$364,642 $457,426 $10,000 $832,068
$225,697 n/a n/a $225,697
$250,000 n/a n/a $250,000
$87,803 n/a n/a $87,803
$3,095,568
# Program
Administration
Estimate
Prog. Income
% Admin
Allowable
Staff
Recomm.
1A CDBG Administration (from allocation) max 20% $179,930 1B CDBG Administration (from est. FY24/25 PI) $780,746 max 20% $156,149 $336,079
2A HOME Administration (from allocation) max 10% $36,464 2B HOME Administration - 10% of 2023/2024 estimated PI of... $100,000 max 10% $10,000 $46,464
Est. Funds
Available
max 15% $134,947
$391,886 max 15% $58,782
max 15% $193,729
# Agencies Funded
562
CDBG
Funds
562
HOME
Funds
165
CAHF
Funds
169
CHSF
Funds
001
General
Funds
1 $ 31,600
2 $ 31,600
3 $ 31,600
4 $ 31,600
5 $ 31,600
6 $ 31,600
7 $ 67,803
8 $ 15,000
9 $ 5,000
10 County - Homeless Prevention Program (HPP) $50,000
11 $15,000 $ 110,000
CIP 12 $ 600,000
13 $ 100,000
14 $ 74,321
15 $250,000
16 $150,000
17 $730,908 $160,697 $ 140,000
18 $54,696
19 $ 336,079
20 Project Sentinel - Fair Housing Services $22,197
21 $24,267
# Budget
Summary
TOTAL

FUNDING
CDBG
funds
HOME
funds
CAHF
Funds
CHSF
Funds
General
Funds
A Public Service Activities $452,403 $189,600 $0 $65,000 $110,000 $87,803 B Capital Improvement Projects $600,000 $600,000 $0 $0 $0 $0 C Affordable Housing Activities $1,660,622 $574,321 $785,604 $160,697 $140,000 $0 D Program Administration $382,543 $336,079 $46,464 $0 $0 $0 FY 24-25 TOTAL ALLOCATION $3,095,568 $1,700,000 $832,068 $225,697 $250,000 $87,803 ADMIN.

CDBG Administration
HOME Administration
Loaves & Fishes - Meals on Wheels
Aff. Housing
CIP for Affordable Housing - Liberty Tower
NCIP Activity Delivery Costs
NCIP Loans and Grants
Rebuilding Together - Minor Repair Program
TBRA Administration & Case Mgt.

Community Housing Development Org. (CHDO) Set-aside
Heart of the Valley - Support & Transportation Services Project Sentinel - Landlord/Tenant Mediation Services
Catholic Charities Ombudsman - Ombudsman Prog.

United Way 211 Services
County - Intensive Case Management (ICM)
CIP for Public Facilities (Curb Cuts)
HOME Funds Available for Program Administration (10%)
CDBG Funds Available for
Public Services (i.e., Public Service CAP)
FY24/25 CDBG Entitlement Funds
FY23/24 Prior Year Program Income
CDBG Funds Available for Public Services (Publice Service CAP) Public Service Activities
Bill Wilson Center - Counseling & Family Therapy
HOPE Services - Educational Services
Silicon Valley Independent Living Center (SVILC)
Senior Adult Legal Assistance (SALA) - Legal Assistance City Affordable Housing Fund (CAHF)
City Housing Successor Fund (CHSF)
General Funds

TOTAL AMOUNT OF EXPECTED RESOURCES AVAILABLE
CDBG Funds Available for Program Administration (20%)

CITY OF SANTA CLARA
FISCAL YEAR 2024/2025 ALLOCATIONS
Annual Action Plan Funding Breakdown (ver. 2)

TOTAL EXPECTED

RESOURCES
Community Development Block Grant (CDBG)
Home Investment Partnership Program (HOME)
Summary of Changes
Project Sentinel (Landlord/Tenant Mediation): There was an error in the funding amount. In the original version, it was funded at $51,264; it should have been $67,803.

The $67,803 amount is the same amount that this activity was funded for in the previous fiscal year.

Loaves & Fishes (Meals on Wheels): The Health Trust will no longer be administering Meals on Wheels throught the county. They have worked with Loaves & Fishes to take over the program. The City will fund Loaves & Fishes for the Meals on Wheels program. This change necessiteated reductions in the funding levels initially proposed in order to stay under the Public Service Cap.

NCIP Activity Deliver Costs: After making adjustments to the proposed funding levels for the public services, there was approximately $600 remaining that needed to be 2021-2022
Annual Action Plan
Substantial Amendment
#2
(redline version)
Prepared by:

City of Santa Clara
Housing and Community Services Division,
Community Development Department
1500 Warburton Ave,
Santa Clara, CA 95050
(408) 615-2490
Housing & Community Services Division
1500 Warburton Avenue,
Santa Clara, CA 95050
(408) 615-2490
2021-2022 Annual Action Plan 1
Contents
AP-05 Executive Summary – 91.200 (c), 91.220(b) ..............................................................................2 PR-05 Lead & Responsible Agencies – 91.200 (b) ................................................................................8 AP-10 Consultation – 91.100, 91.200(b) 91.215 (I) ..............................................................................9 AP-12 Participation – 91.105, 91.200 (c)...........................................................................................12 AP-15 Expected Resources – 91.220 (c) (1,2) ....................................................................................15 AP-20 Annual Goals and Objectives – 91.220(c)(3)& (e).....................................................................19 AP-35 Projects – 91.220(d)..............................................................................................................21 AP-38 Project Summary ..................................................................................................................22 AP-50 Geographic Distribution – 91.220 (f) ......................................................................................29 AP-55 Affordable Housing – 91.220 (g).............................................................................................29 AP-60 Public Housing – 91.220 (h) ...................................................................................................31 AP-65 Homeless and Other Special Needs Activities – 91.220 (i) ........................................................32 AP-75 Barriers to Affordable Housing – 91.220 (j).............................................................................34 AP-85 Other Actions – 91.220 (k).....................................................................................................36 AP-90 Program Specific Requirements – 91.220 (l) (1,2,4) ................................................................. 39 2021-2022 Annual Action Plan 2
AP-05 Executive Summary – 91.200 (c), 91.220(b)

1. Introduction
The City of Santa Clara (City) is an entitlement city that receives federal funding from the Department of Housing andUrban andDevelopment(HUD).The City receives CommunityDevelopmentBlockGrant (CDBG) funds and HOME and Investment Partnerships (HOME)funds. The City is required to develop a 5-Year Consolidated Plan (ConPlan) that identifies the goals and needs of the community. During the ConPlan cycle, the City must develop Annual Action Plans (AAPs) which detail projects and activities to be funded in during the program year in support of the identified goals and needs.

CDBG provides funding to address community development needsthrough public services and capital improvement projects. Seventy percent (70%) of gross funding must be used to serve low- to moderate- income households. Eligible activities must meet one of the following national objectives:
1) Benefit low- and moderate- income persons;
2) Prevention or elimination of slums or blight; or
3) Address community development needs having an urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other funding is not available.

HOME provides funding for the development of affordable housing options including building, and/or rehabilitating housing for rent and providing direct rental assistance to low-income households.

The City is required to develop a 5-Year Consolidated Plan (ConPlan) that identifies goals and needs of the community. The City worked collaboratively with the County of Santa Clara and other entitlement jurisdictions to develop the ConPlan, which identifies and prioritizes housing and housingrelated needs across the region. The purpose of the ConPlan is to guide a jurisdictionto:
- Assess their affordable housing and community development needs and market conditions, - Make data-driven, place-based investment decisions; and - Conduct community-wide discussions to identify housing and community development priorities that align and focus on eligible activities for CDBGfunding The 5-Year ConPlan is supported by the Annual Action Plan (AAP). The AAP documents annually how the City will use HUD funding consistent with the goals and needs identified in the ConPlan.

When proposing significant changes to a previously approved plan, the City must complete a Substantial Amendment. The public is given at least a 30-day Review Period to provide comment on the Substantial Amendment and its proposed changes, and the Substantial Amendment is presented at a public at a public hearing (i.e., City Council meeting). 2021-2022 Annual Action Plan 3
Changes to the 2021-2022 Annual Action Plan are as follows:
- HUD has continued its suspension of the 24-month commitment requirement for Community Housing Development Organization (CHDO) set-aside funds. The CHDO suspension applies to any CHOD funds that would be deobligated through 2025 due to a city’s failure to commit the funds to a CHDO project within 24 months.

Over the years, many Cities have voiced concerns over the difficulty of programming these funds as it is challenging to certify a non-profit as a CHDO. The requirements are onerous, and non-profits have stated that the requirements are not worth the efforts of complying with the CHDO requirements for the relatively small amount of funding.

In the 2021 Annual Action Plan, Santa Clara had set aside $66,451.65 for CHDO activities. In this Substantial Amendment of the 2021 Annual Action Plan, the City wishes to reprogram these funds to the Tenant Based Rental Assistant (TBRA) program. There will also be adjustments made to the Goal Outcome Indicators that will be affected by this programming change.

2. Summarize the objectives and outcomes of the Plan
The AAP supports goals identified in the ConPlan as stated below:
- Affordable Housing. Projects and programsfor low income such as affordable developments and rental subsidies, and rehabilitation of single and multi-family housing. - Public Services.Nonprofit partners provide services of need to lower income households. - Homelessness. Support activities to end homelessness including homeless prevention programs, case management, outreach activities and support of facilities. - Fair Housing. Promote Fair Housing choice through funding informational and investigative services for tenants and landlords.
- Public Facilities.Improvement to public facilities that provide services to low-income people.

3. Evaluation of past performance
In 2019, the last full Consolidated Annual Performance Evaluation Report (CAPER) to HUD reported the following accomplishments towards the annual goals:
- Affordable Housing.

The Neighborhood Conservation and Improvement Program (NCIP) was estimated to assist 50 households, but due to program changes (i.e., doing larger loans and less small grants), 21 households were assisted.
- Public Services.

Public Services was estimated to assist 11,000 persons, but due to one of the larger public service programs declining funding, the numbers assisted went down. 2021-2022 Annual Action Plan 4
- Homelessness.

The Tenant Based Rental Assistance (TBRA) Programassisted 51 households with a goal of 40. - Fair Housing.

Fair Housing services provided by Project Sentinel are on pace to meet their ConPlan goal of assisting 220 households. As of 2019 reporting time, they had assisted 183. - Public Facilities.

The curb cutting project that is underway was not completed as of reporting time for 2019.

4. Summary of Citizen Participation Process and consultation process During the development of the 2021-2022 Annual Action Plan, City Staf f solicited public comment to help identify community needs, and non-profit agencies that could provide services to address those identified needs.

Community Outreach Meetings. Due to the COVID crisis of 2020, City staf f could not conduct in person meetings. Further, the City is in the middle of a 3-year contract cycle with their nonprofit partners to provide services.

Public Notices: Notices for public hearings were done via newspaper ads, website posting, and emails to non-profits. The noticing adhered to the Citizen Participation Plan requirements.

Public Comment Period: The Substantial Amendment is required to have a 30-day Review Period, and the plan must be presented at a public hearing for approval.

Public Hearings. Two public hearings took place for the Annual Action Plan. The first Public Hearing took place on March 23, 2021 at the regularly scheduled City Council Meeting. This Public Hearing satisfied the Citizen Participation Plan requirement to hold at least one meeting during the draf ting phase of the Annual Action Plan and to provide the public an opportunity to provide input. The second Public Hearing took place on May 4, 2021 to present the final version of the Annual Action Plan prior to submission of the Plan to HUD.

For Substantial Amendment #1, there was a 30-day Public Comment Period f rom April 11, 2022 to May 10, 2022, and a Public Hearing held on May 10, 2022. The Substantial Amendment #1 was approved by City Council on May 10, 2022.

Notices for public hearings were done via newspaper ads, website posting, and emails to nonprofits. The noticing adhered to the Citizen Participation Plan requirements.

The Substantial Amendment is required to have a 30-day Review Period, and the plan must be presented at a public hearing for approval.

Public Noticing. The following information for the 21/22 Annual Action Plan Substantial Amendment #1 publicly noticed in The Santa Clara Weekly on March 2, 2022, and also noticed via email to community non-profits, posting on the City’s website, and having copies accessible at libraries and City Hall:
2021-2022 Annual Action Plan 5
1) Substantial Amendment #130-day Public Comment Period #1 (March 2, 2022 to April 5, 2022). 2) Public Hearing #1 held on April 5, 2022.
3) Public Comment Period #2 for final version of the Substantial Amendment #1 (April 11, 2022 to May 10, 2022).
4) Public Hearing #2 held on May 10, 2022.

Comments Received. No comments received for the SUBSTANTIAL AMENDMENT #1 during the first 30-day comment period which ran from March 2, 2022 to April 5, 2022, or the second Public Comment Period on the final version which ran from April 11, 2022 to May 10, 2022.

Public Hearing. The two Public hearings for the Substantial Amendment #1 were noticed on March 2, 2022.

Comments Received. No comments received for the April 5, 2022 or the May 10, 2022 Public Hearings.

Substantial Amendment #2
Public Notice. In accordance with the City’s Citizen Participation Plan (CPP), a public notice was published in the Santa Clara Weekly and sent to interested parties on February 14, 2024. The advertisement noticed the timef rame of the Public Comment Period and the date of the Public Hearing.

Public Comment Period. The 30-day Public Comment Period for the Substantial Amendment #2 begins on April 5, 2024 and ends on May 7, 2024 allowing at least 30 days for the public to comment on the Substantial Amendment #2.

Public Hearing. The Public Hearing satisfies the Citizen Participation Plan requirement for a Public Hearing on Substantial Amendments to Annual Action Plans allowing the public an opportunity to provide comment. The Public Hearing is scheduled for May 7, 2024 prior to submission to HUD for approval.

5. Summary of public comments
Public Hearing #1:

City council members spoke on the need to become more efficient to lower the cost of administering the HUD-funded programs. A suggestion was to increase the minimum amount of the grant; thereby reducing the number of nonprofits that would be funded. The City will be entering their last year of their three-year contract cycle in 22/23. Staff recommended that changes on how many agencies are funded and minimum funding amounts should be considered during the 22/23 NOFA cycle. Another suggestion was to fund some non-profits for one cycle, and others for the second cycle of the ConPlan.

Several nonprofits spoke on the value and the need of the services they provide to low-income residents. One did mention that funding of non-profits off and on would hurt the consistency of the services provided. They also stated that the funds received from the City help them obtain other funding from other non-federal sources; thereby leveraging the contribution from the City. 2021-2022 Annual Action Plan 6
30-Day Public Comment Period
Pilar Furlong of The Bill Wilson Center: Bill Wilson Center has been providing shelter and support to at-risk youth in Santa Clara since 1973 and we are fortunate to be a current recipient of CDBG funding for our counseling program for low and extremely low income youth and families in Santa Clara, as well as our Family Advocacy Services program providing homeless prevention services to students enrolled in the Santa Clara Unified School District and their families. In addition, we are honored to serve as one of the two administrators of the Tenant Based Rental Assistance (TBRA) program. We are grateful for the recommendation to continue support for all of these programs in the 2021-2022 Annual Action Plan.

Bill Wilson Center is currently working with 21 extremely low-income Santa Clara families to provide assistance with housing search and placement. The TBRA program allows for up to 24 months of rental assistance and clients are housed continually throughout the year. In the current draft Annual Action Plan for 2021-2022, the amount of funding allocated for Bill Wilson Center to provide direct rental assistance is decreasing from $725,000 (for FY21) to $500,000 (for FY22). The amount of funding to staff the program and provide additional client assistance is also decreasing. The number of clients to be served however remains static at 22.

While we cannot foresee the future needs of the residents we are currently serving, we anticipate not being able to house the same level of clients with the reduced amount of funding. If the dollars allocated for rental assistance remain at $500,000, we ask that you reduce the number to be served from 22 to 20. Not a huge reduction as we have been able to secure housing at lower than anticipated rents, however with decreased funding we project we will only be able to continue services for current clients. It is unclear if we will have the means to add new clients. It is truly unfortunate that funding does not increase at the same level that need does.

Public Hearing #2: The issue of increasing the minimum grant amount and funding a smaller number of agencies, was brought up again by Councilmember Sudhanshu "Suds" Jain. It was suggested that this topic would be brought before a future council meeting to discuss program changes. Other public comments were as follows:

Wanda Hale, MPH (Program Mgr., Long Term Care Ombudsman Program, Catholic Charities of SCC) Dear City Council,
On behalf of the seniors and disabled in long-term care facilities in the City of Santa Clara, I would like to ask you to approve the recommendation for funding included in the Action Plan for all the programs requesting social services funding.

I would also like to thank the City for the past and future funding for the Long Term Care Ombudsman Program.

Georgia Bacil (Directing Attorney, SeniorAdult Legal Assistance) Honorable Mayor Gillmor and Members of the Santa Clara City Council, I understand that you are holding the second Public Hearing on the FY21/22 Annual Action Plan for 2021-2022 Annual Action Plan 7
the use of Federal Housing and Urban Development Grant Funds this evening. It is Item #8 on the Agenda. In the event that I am not able to virtually participate in the Public Hearing this evening, I hereby submit these comments on behalf of Senior Adults Legal Assistance (SALA).

SALA is one of the non-profit agencies that is recommended for CDBG funding for our Elders Legal Services project in the FY21/22 Annual Action Plan. SALA is a current grantee of Santa Clara CDBG funding and we thank you. Your current funding supports our program of free legal services to Santa Clara residents age 62 or older, targeting clients that are low income or at risk of abuse or loss of independence.

The $16,500 in CDBG funding recommend in the FY21/22 Annual Action Plan for SALA will enable us to serve a minimum of 45 Santa Clara residents 62 or older next year. During times covered by State and local health orders related to COVID-19, SALA will continue to provide our legal services remotely and primarily by telephone. When State and local health orders are lifted and in-person services can be safely reinstated at senior centers, it is our hope that SALA appointments will be available again at the Santa Clara Senior Center. In the meantime, we will be participating in the virtual "Be Strong, Live Long" Health & Wellness Fair hosted by the Santa Clara Senior Center on May 20, 2021.

SALA cannot charge our clients any fees for our legal services, nor can we accept fee-generating cases to support our work. The primary way we can support our services is through grants such as CDBG.

Your continued funding will help us provide the highest level of service possible to Santa Clara residents. It also leverages matching funding and serves as an endorsement to other funders and donors in the community that our services are important to the City of Santa Clara.

We thank you again for your current support of SALA. We hope that you will approve the CDBG funding recommended for SALA in the FY21/22 Annual Action Plan.

Substantial Amendment #1 – No public comment.

Substantial Amendment #2 – TBD.

6. Summary of comments or views not accepted and the reasons for not accepting them The City did not receive any public comments that were not accepted. The City attempted to incorporate all feedback received through outreach efforts into the Plan.

7. Summary
CDBG-funded public services continue to be a great asset to the community, with many of the programs funded focusing on the senior population and homeless. The leveraging opportunities for our nonprofits by receiving HUD funding is of great value. The City will continue to seek out creative solutions to improve their grants management program.

HUD requires that CDBG grantees carry out their program in a timely manner. “Timely performance” is measured by the rate of expenditure of its CDBG funds from the grantee’s Line of Credit. A CDBG 2021-2022 Annual Action Plan 8
Entitlement grantee, in accordance with the CDBG regulations at 24 CFR 570.902 must have a balance no greater than one and one-half (1.5) times its annual grant remaining in the line of credit, 60 days prior to the end of the program year which is on or around May 1st.

Due to pandemic, the City has seen a significant reduction in requests for services for the Neighborhood Conservation Improvement Program. In the same time period, the City has receipted more program income than anticipated. Due to these two factors, the City will not be able to meet its timeliness performance requirement for 2021-2022. When a grantee does not meet its timely performance test, HUD requires that the City create a plan to meet its timeliness performance for the following year. These proposed changes in this Substantial Amendment will help to address the City’s timeliness issues.

Reena Brilliot Adam Marcus
Acting Director of Community Development Housing Manager [email protected] [email protected]
408.615.2451 408.615.2490
2021-2022 Annual Action Plan 9
AP-10 Consultation – 91.100, 91.200(b) 91.215 (I)
Introduction
As a part of the stakeholder consultation process,the City typically consults with a variety ofstakeholders, including City departments, human service agencies, local and regional community-based organizations, housing providers and advocates, and the local housing authority. Social service providers are also consulted including those that provide services to seniors, persons with disabilities, homeless persons, and other lowerincome individuals and other at-risk populations.

Due to the COVID-19 crisis and the fact that the City was in the middle of a 3-year contract cycle with its service providers, activities towards this effort limited. The City did design and implement an Emergency Rental Assistance Program (ERAP) to respond to the rent relief efforts. ERAP was funded with CARES Act funds, and those funds were leveraged with local funds.

The Santa Clara County Continuum of Care (CoC) is a multi-sector group of stakeholders dedicated to ending and preventing homelessness in the County of Santa Clara (County). The CoC primary responsibilities are to coordinate large-scale implementation of efforts to prevent and end homelessness in the County. The CoC is governed by the Santa Clara CoC Board (CoC Board), which stands as the driving force committed to supporting and promoting a systems-change approach to preventing and ending homelessness in the County.

The CoC Board is comprised of the same individuals who serve on the Destination: Home Leadership Board. Destination: Home, a program of the Health Trust, is a public-private partnership implementing collective impact strategies to end homelessness in Santa Clara County. Its mission is to drive and align resources to create permanent housing and sustainable support systems built for the long term. The organization is improving how systems work together to end homelessness, as well as protect individuals and families at risk of becoming homeless.

The results of the latest Point in Time Homeless Count showed an increase in homeless families; thus, it was determined that a redesign of the Tenant Based Rental Assistance (TBRA) program was needed. The City and the TBRA administrator, Abode Services, worked closely with the CoC to help redesign the TBRA program to focus on families with the goal of no homeless children in Santa Clara. Processes in client evaluation and referral were strengthened. Other supportive housing projects such as Homesafe Santa Clara, Sobrato Family Living Center, Bill Wilson Center and Silicon Valley Independent Living Center continue to thrive. In addition, the City has provided assistance to a number of local agencies that operate programs serving the homeless that are consistent with the, "Serve the Person" strategy, such as Next Door Solutions to Domestic Violence, Support Network for Battered Women, HomeFirst (formerly Emergency Housing Consortium), LifeMoves (formerly Innvision) and Project Sentinel. 2021-2022 Annual Action Plan 10
Describe agencies, groups, organizations, and others who participated in the process and describe the jurisdiction’s consultation with housing, social service agencies and other entities. 1 Agency/Group/Organization Bill Wilson Center
Agency/Group/Organization Type Housing
Services-Children
Services-homeless
What section of the Plan was addressed by Consultation? Housing Need Assessment Homelessness Needs - Unaccompanied youth
Non-Homeless Special Needs
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff is consulted on improvements to the
City TBRA program.
2 Agency/Group/Organization County of Santa Clara Office of Supportive Housing
Agency/Group/Organization Type Publicly Funded Institution/System of Care Other government - County
What section of the Plan was addressed by Consultation? Housing Need Assessment Homeless Needs - Families with children
Market Analysis
Lead-based Paint Strategy
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff met with the County COC on several
occasions to discuss the City response to
homelessness.
3 Agency/Group/Organization Abode Services
Agency/Group/Organization Type Services - Housing
What section of the Plan was addressed by Consultation? Homeless Needs - Families with children Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Staff is consulted on improvements to the
City TBRA program.
4 Agency/Group/Organization Senior Adult Legal Services (SALA) Agency/Group/Organization Type Services-Elderly Persons What section of the Plan was addressed by Consultation? Non-Homeless Special Needs Briefly describe how the Agency/Group/ Organization was consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Submitted public comment at both public
hearings; highlighting the need for the
services they provide.
5 Agency/Group/Organization Next Door Solutions to Domestic Violence Agency/Group/Organization Type Services - Housing
What section of the Plan was addressed by Consultation? Homelessness Needs – Families w/children Homelessness Strategy
Briefly describe how the Agency/Group/Organization was
consulted. What are the anticipated outcomes of the
consultation or areas for improved coordination?
Submitted public comment at public
hearings; highlighting the need for the
services they provide.
2021-2022 Annual Action Plan 11
Identify any Agency Types not consulted and provide rationale for not consulting:

The City did not reach out to broadband-specific providers/organizations. This was due, in part to the results of the 2020-2025 Consolidated Plan survey. 62% of respondents felt there was not a common/pressing issue with broadband or internet access. Also, local internet providers all provide lowcost options and/or discounts to low-income households.

Although the City works with organizations whose primary responsibilities include the management of flood prone areas, public land or water resources, and emergency management agencies on normal public business, these organizations were not specifically consulted for Annual Action Plan. Issues related to such agencies were not mentioned as an issue in the ConPlan survey.

The City plans on reaching out specifically to these agency types in the next Annual Action Plan process.

Describe other local/regional/state/federal planning efforts considered when preparing the Plan Name of Plan Lead
Organization
How do the goals of your Strategic Plan overlap with the goals of each plan?
Continuum of
Care
Continuum
of Care
Council
The Continuum of Care works to alleviate the impact of homelessness in the community through the cooperation and collaboration of social service providers. This effort aligns with the Strategic Plan goal to end homelessness including rental assistance, homeless prevention programs, case management, outreach activities and support of facilities.

Housing Element City of Santa
Clara
The actions in the Housing Element are consistent with the Strategic Plan, most notably in the provision of adequate sites appropriate for a range of housing types and in promoting preservation and development of affordable housing including supportive housing for persons with disabilities.
2015-2017
Council Goals and
Strategic
Objectives
City of Santa
Clara City
Council
The Council goal to develop a plan to support minimum quality of life standards for residents and the development of an affordable housing plan with focus on the homeless and housing vulnerable is consistent with the Strategic Plan in the actions that describe development of affordable housing and revitalization of low income areas of the City. 2012-2014
Comprehensive
HIV Prevention &
Care Plan
Santa Clara
County HIV
Planning
Council for
Prevention
and Care
This plan provides a roadmap for the Santa Clara County HIV Planning Council for Prevention and Care to provide a comprehensive and compassionate system of HIV prevention and care services for Santa Clara County. This effort aligns with the Strategic Plan goal to provide basic needs to lower income households and special needs populations.

Community Plan
to End
Homelessness in
Santa Clara
Destination
Home
The Community Plan to End Homelessness in the County is a five-year plan to guide governmental, nonprofits, and other community members as they make decisions about funding, programs, priorities and needs. This effort aligns with the Strategic Plan goal to support activities to end homelessness: rental assistance, homeless prevention programs, case management, outreach activities & support of facilities. 2021-2022 Annual Action Plan 12
AP-12 Participation – 91.105, 91.200 (c)

1. Summarize citizen participation process and how it impacted goal setting The City outreach efforts to obtain community input included two public hearings before City Council (one during the drafting phase of the AAP), noticing the AAP and hearings, and putting the draft AAP on the City website. The table below summarizes the results of the City efforts.

City Council Meeting
- March 23, 2021
during the drafting
phase of the Plan.

Meeting held
virtually, and three
representatives from
nonprofit agencies
made public
comment.

See AP-05, section 5
(Public Comment
Summary).
n/a n/a
2 Public
Hearing
Nontargeted/broad
community
Public Hearing #2:

City Council Meeting
– May 4, 2021 to
present the final
version of the Plan.

Meeting held
virtually, and three
representatives from
nonprofit agencies
made public
comment.

See AP-05, section 5
(Public Comment
Summary).
n/a n/a
3 Newspaper
Ad
Nontargeted/broad
community
1 response
A nonprofit
submitted a public
comment during
the 30-day
comment period.

The 30-day
comment period
was noticed on
3/3/21 in the Santa
Clara Weekly. The
comment period
ran from 4/1/21 to
5/4/21.
n/a n/a
2021-2022 Annual Action Plan 13
Mode of
Outreach
Target of
Outreach
Summary of
response/
attendance
Summary of
Comments received
Summary of
comments
not
accepted
and reasons
URL
(If
applicable)
4 Newspaper
Ad
Nontargeted/broad
community
Substantial
Amendment Public
Noticing: The
following
information for the
21/22 Annual Action
Plan Substantial
Amendment publicly
noticed in The Santa
Clara Weekly on
March 2, 2022, and
also noticed via
email to community
non-profits, posting
on the City website,
and having copies
accessible at
libraries and City
Hall:
1) Substantial
Amendment Public
Comment Period #1
(March 2, 2022 to
April 5, 2022);
2) Public Hearing #1
held on April 5,
2022;
3) Public Comment
Period #2 for final
version (April 11,
2022 to May 10,
2022); and
4) Public Hearing #2
held on May 10,
2022.

No comments
received for the

SUBSTANTIAL

AMENDMENT
during the first 30-
day comment
period which ran
from March 2, 2022
to April 5, 2022, or
the second Public
Comment Period on
the final version
which ran from
April 11, 2022 to
May 10, 2022.

N/A. If any
public
comments
would have
been
received
after the
public
comment
periods, the
City still
would have
included
them in the
final draft to
HUD prior
to
submission.
n/a
2021-2022 Annual Action Plan 14
Mode of
Outreach
Target of
Outreach
Summary of
response/
attendance
Summary of
Comments received
Summary of
comments
not
accepted
and reasons
URL
(If
applicable)
5 Public
Hearing
Nontargeted/broad
community
Substantial
Amendment: The
two Public hearings
for the Substantial
Amendment were
noticed on March 2,
2022.

Public Hearing #1
on April 5, 2022 -
No public comment
received.

Public Hearing #2
on May 10, 2022 -
No public comment
received.

All public
comments
are noted
and
accepted.
n/a
6 Newspaper
Ad
Nontargeted/broad
community
Public Notice of the
Substantial
Amendment #2 was
published in The
Santa Clara Weekly
on February 14,
2024, and also
noticed via email to
interested parties,
posting on the City
website, and having
copies accessible at
libraries and City
Hall:
1) Substantial
Amendment #2
Public Comment
Period (April 5, 2024
to May 7, 2024);
2) Substantial
Amendment #2
Public Hearing held
on May 7, 2024;
No comments
received for the

SUBSTANTIAL

AMENDMENT
during the first 30-
day comment
period.

All public
comments
are noted
and
accepted.
n/a
7 Public
Hearing
Nontargeted/broad
community
The Public Hearing
for Substantial
Amendment #2
was/will be held on
May 7, 2024.

ALL PUBLIC

COMMENTS

RECEIVED (IF ANY)

WILL BE NOTED
HERE.

All public
comments
are noted
and
accepted.
n/a
2021-2022 Annual Action Plan 15
AP-15 Expected Resources – 91.220 (c) (1,2)
The following funding amounts for the City of Santa Clara are estimated amounts for the 2021 Program Year (PY21) (aka., Fiscal Year 2021-2022(FY21/22)).

SUBSTANTIAL AMENDMENT #1. The amendments to this Expected Resources section (i.e., Program Income and Prior Year Resources) shown in table AP-15 below are based on known amounts. When Annual Action Plans are drafted, Program Income and Prior Year Resources are estimates. Due to the proposed amendments related to the NCIP program and Public Facilities Improvements which initiated the need for this Substantial Amendment, the City has taken the opportunity to amend estimated amounts of Expected Resources to known amounts.

SUBSTANTIAL AMENDMENT #2: There are no changes to the Expected Resources.

FEDERAL FUNDING
CDBG Funds: The total amount of CDBG resources expected to be available for FY21/22is $1,261,000. This total is made up of the annual CDBG entitlement from HUD, Prior Year Resources (i.e., funds that are being re-programmed and/or fundsthat were programmed but not spent), and Program Income (i.e., income generated from prior CDBG projectssuch as loan repayments). - AnnualEntitlement Funds $1,074,699
- Estimated Prior Year Balance $81,321
- Estimated FY21/22 ProgramIncome $105,000
HOME Funds: The total amount of HOME resources expected to be available for FY21/22 is $1,589,000.

This is made up of the annual HOME entitlement from HUD, Prior Year Resources (i.e., funds that are being re-programmed and/or funds that were programmed but not spent), and Program Income (i.e., income generated from prior HOME projects).
- Entitlement Funds $ 443,011
- Estimated Prior Year Balance $1,130,989
- Estimated FY21/22 Program Income $ 15,000*
* HOME Program Income (2021). The City estimates it will receive $150,000 in PI during the upcoming FY21/22. Ten percent(10%), or $15,000, will be programmed in this 2021-2022 Annual Action Plan to be used for administrative costs as allowed by HOME regulations. The other 90% ($135,000) will be programmed next year in the 2022-2023 Annual Action Plan. Any program income above these estimates will be allocated in the same manner; 10% for administration in FY 21/22, and the remaining 90% to be allocated in FY22/23. 2021-2022 Annual Action Plan 16
AP-15 Table –Expected Resources Priority Table
Program Source
of Funds Uses of Funds
Expected Amount Available Year 2 Expected
Amount
Available
Remainder
of ConPlan
Narrative
Description
Annual
Allocation
Program
Income
Prior Year
Resource Total:
$ $ $ $ $
CDBG PublicFederalAcquisition
Housing Rehab.

Capital
Improvement
Projects
Public Services
Admin./Planning
$1,074,699 $105,000 $81,321 $1,261,020 $4,200,000 CDBG funds may be used for: 1) land
acquisition for
affordable housing;
2) NCIP program; 3)
public infrastructure
/ public facility
improvements; 4)
public services; 5)
administration and
planning.

HOME PublicFederalCHDO and
regular HOME
rental projects,
such as property
acquisition, new
const., and/or
rehabilitation.

Homeowner
Rehabilitation
TBRA
Admin. and
Planning for
HOME programs
and activities.
$443,011 $15,000 $1,130,989 $1,589,000 $1,695,000 HOME funds may be used for: 1) TBRA; 2)
NCIP; 3) Rental
development; 4) Fair
Housing Services;
and/or 5) Admin. &
Planning.

Approximately
$483,000 of the
“Prior Year
Resources” is
program income (PI)
received in FY20/21
The City estimates
approx. $150,000 of
PI to be receipted in
FY21/22. 10% (i.e.,
$15,000) will be
programmed in this
action plan for
administrative
activities (PA) and
drawn in FY21/22.

The remaining
$135,000 will be
programmed in
FY22/23.

If FY21/22 PI exceeds
$150,000, City will
continue using 10%
for admin. and the
remaining will be
programmed in
FY22/23.
2021-2022 Annual Action Plan 17
Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied Entitlement Funds
Federal funds will leverage local funds (i.e., General Funds, City Affordable Housing Funds, and City Housing Successor Funds) to increase project efficiencies and benefit from economies of scale. The HOME match requirement will be met through the waiving of property taxes on past HOME-funded multi-family affordable developments. The local funds that will be used to fund certain activities are as follows:

Program Uses of
Funds
Expected Amount Available Year 2 Expected
Amount
Available
Remainder
of ConPlan
Narrative Description
Annual
Allocatio
n
Program
Income
Prior Year
Resource Total:
$ $ $ $ $
General
Fund
Public
Services
$22,197
$67,803
$5,000
0 0 $95,000 $285,000 DV Survivors (Next Door
Solutions)
Tenant-landlord dispute
resolution
United Way 211 referral services
City
Affordable
Housing
Fund
(CAHF)
Public
Services
$225,697 0 0 $225,697 $827,091 $160,697 will supplement services in the expanded TBRA
program.
$65,000 to fund case
management services for
chronically homeless
households, leveraging housing
subsidies from the County Office
of Supportive Housing.

City
Housing
Successor
Fund
(CHSF)
Public
Services
$250,000 0 0 $250,000 $750,000 $110,000 to fund case
management services for
chronically homeless
households, leveraging housing
subsidies from the Office of
Supportive Housing.
$140,000 to fund case
management services for TBRA
clients.

Other Federal Grant Programs
Additional federal programs that fund community development and affordable housing, and are provided by Santa Clara County Housing Authority and affordable housing developers include:
- Section 8 Housing Choice VoucherProgram,
- Section 202,
- Section 811; and
- Affordable Housing Program (AHP) through the Federal Home LoanBank. 2021-2022 Annual Action Plan 18
If appropriate, describe publicly owned land or property located within the jurisdiction that may be used to address the needs identified in the plan
The City owns three properties that have potential for development of low income and special needs housing: 1) Bay Area Research and Extension Center (BAREC) senior housing site at 90 North Winchester Boulevard; 2) 2330 Monroe Street, and 3) Fire Station #6 at 3575 De La Cruz Boulevard.

BAREC: On January 29, 2019, City Council approved all land use entitlements for the project and adopted a resolution approving and authorizing the City Manager to negotiate and execute a Disposition and Development Agreement with Core Affordable Housing LLC for the development of the Agrihood Project located at 90 North Winchester Boulevard/ 1834 Worthington Circle and further authorizing the City Manager to execute all other agreements (including a Ground Lease, Loan Agreements, Deeds of Trust, Promissory Notes, and Affordable Housing Agreement).
2330 Monroe Street: On January 28, 2020, City Council approved all land use entitlements for the project and adopted a resolution approving and authorizing the City Manager to negotiate and execute a Disposition and Development Agreement with Freebird Development LLC and further authorizing the City Manager to execute all other agreements (including a Ground Lease, Loan Agreements, Deeds of Trust, Promissory Notes, and Affordable Housing Agreement). The proposed development will have 65 mixedincome units with 11 set-aside for households with developmental disabilities. The project will be 100% affordable units.
3575 De La Cruz: The City Council has approved negotiations to enter into an Exclusive Negotiation Rights Agreement (ENA) with Habitat for Humanity East Bay/Silicon Valley. The proposed development will be 13 100% affordable, for-sale townhomes. In December 2020, the City Manager executed a 12-month extension of the ENA to account for project delays due to the COVID pandemic. 2021-2022 Annual Action Plan 19
AP-20 Annual Goals and Objectives – 91.220(c)(3)& (e)
AP-20a –Annual Goals and Objectives Summary
Strategic Plan
Goal
Category Start
Year
End
Year
Geographic
Area
Included
Priority Needs
Addressed
Funding
Allocated
Goal Outcome
Indicator
1 Affordable
Housing
Affordable
Housing 2021 2022 Citywide Affordable
Housing
CDBG
$150,251
HOME
$1,596,151
HOME
$66,452
Homeowner housing rehabilitated
and project delivery
14 households
TBRA
45 households
Rental units rehabilitated
(CHDO Housing)
1 Household
Homelessness Homeless 2021 2022 Citywide
Availability/
Accessibility:

Homelessness

GENERAL
$22,197
CAHF
$225,697
CHSF
$250,000
Homeless Prevention
63 Homeless Prevention
65 persons
3 Public
Services
NonHomeless
Special
Needs
2021 2022 Citywide
Availability/
Accessibility:

Public
Services
CDBG
$232,829

GENERAL
$72,803
Public Service
Activities Other than Low/Mod.

Income Housing Benefit
1,289 (CDBG)
Public Service
Activities for Low/ModerateIncome Housing Benefit
595 (General)
4 Fair Housing
NonHomeless
Special
Needs
2021 2022 Citywide
Availability/
Accessibility:

Fair Housing
HOME:
$22,197
Public Service Activities Other than
Low/Mod. Income Housing Benefit
30 persons
5 Public
Facilities
Improvement
Pub. Fac. or
Infrastuct.

Activities
other than
Low/Mod
Income
Housing
Benefit
2021 2022 Citywide Public
Facilities
CDBG
$642,000
Public Facilities or Infrastructure
Activities other than Low/Mod
Income Housing Benefit
150 persons
6 Planning &
Admin.

Planning &
Admin. 2021 2022 Citywide
Administration
&
Planning
CDBG
$235,940
HOME
$37,104
N/A
2021-2022 Annual Action Plan 20
Estimate the number of extremely low-income, low-income, and moderate-income families to whom the jurisdiction will provide affordable housing as defined by HOME 91.215(b). 14 households for Homeowner housing rehabilitation (CDBG), 9 Extremely low-income households
5 Low-income households
45 households for TBRA (HOME),
35 Extremely low-income households
10 Low-income households
1 household for rental units rehabilitated (CHDO set-aside). 1 Low-income household
Goal Descriptions
AP-20a –Goal Description
1 Goal Name Affordable Housing
Goal Description Assist in the creation and preservation of affordable housing for low income and special needs householdsthrough continuation of the Neighborhood Conservation and Improvement Program, rental habilitation of units occupied by low income tenants, TBRA rental subsidies, and new construction.
2 Goal Name Homelessness
Goal Description Support activities, consistent with Continuum of Care strategies, to prevent and end homelessness. Thisincludes building affordablehousing for people who are homeless or atrisk of homelessness as well as the provision of support services. 3 Goal Name Public Services
Goal Description Support activities that provide basic needs to lower income households and special needs populations. Services would be provided to low-income households, elderly individuals, homeless persons, people with disabilities, and victims of domestic violence. 4 Goal Name Fair Housing
Goal Description Promote fair housing choice, through the following activities: fair housing education, fair housing testing, housing assistance hotline, and landlord-tenant mediation. 5 Goal Name Public Facilities
Goal Description Capital Improvements to city infrastructure and other public facilities (e.g., city facilities, non-profit facilities) that benefit low-income residents/households and/or low-income areas.
6 Goal Name Planning & Administration
Goal Description Provide management, planning and implementation of the CDBG & HOME programs as well as monitoring of public services and housing projects. 2021-2022 Annual Action Plan 21
AP-35 Projects – 91.220(d)
Introduction
The activities that the City will undertake in FY 2021-2022 using CDBG and HOME funds include: tenant based rental assistance, homeowner housing rehabilitation, program administration, and public services for low and moderate-income residents. The activities meet one or more priority needs as identified in the 5-year Consolidated Action Plan.

AP-35 – Project Information Summary
# Project Name
National
Objective
To Benefit
Code
# of
Households
or Persons
Funding
1 2021 Family Therapy/ School Outreach/Grief Counseling (Bill Wilson)
LMC 5D 140 $35,000
2 2021 Family Advocacy Services(Bill Wilson) LMC 5D 107 $35,000 3 2021 Santa Clara Senior Nutrition Program (CSC Senior Center)
LMC 5A 20 $27,825
4 2021 Housing Programs for Person w/Disabilities (SVILC) LMC 5A 300 $24,000 5 2021 Housing Programs for Person w/Disabilities (SVILC) LMC 5B 55 $18,000 6 2021 Fair Housing Services (Project Sentinel) n/a n/a 49 $22,197 7 2021 Live Oak Adult Day Services LMC 5A 11 $15,000
8 2021 Long-Term Care Ombudsman (Catholic Charities) LMC 5A 380 $10,000 9 2021 Senior Transportation Services (Heart of The
Valley).

LMC 5A 220 $15,000
10 2021 Senior Adult Legal Assistance (SALA) LMC 5C 45 $16,500 11 2021 Employment, Media & Community Connections
(HOPE Services)
LMC 5B 11 $36,504
12 2021 NCIP Project Delivery Costs LMH 14H n/a $75,251 13 2021 Minor Home Repair Program (Rebuilding Silicon
Valley Together)
LMH 14A 14 $75,000
14 2021 TBRA Administration (Abode Services) n/a n/a 23 $875,327 15 2021 TBRA Administration (Bill Wilson Center) n/a n/a 22 $654,372 16 2021 CDBG Administration n/a 21A n/a $235,940
17 2021 HOME Administration n/a n/a n/a $37,104
18 2021 Community Housing Development (CHDO) Set
Aside
n/a n/a 1 $66,452
19 Public Facility Improvements (added by Substantial
Amendment)
LMC 03B
03C
150 $642,000
2021-2022 Annual Action Plan 22
AP-38 Project Summary
AP-38 – Project Summary
1 Project Title 2021 Family Therapy/ School Outreach/Grief Counseling (Bill Wilson) Description Three counseling programs: Family Therapy, School Outreach and Grief Counseling. The purpose of the program is to reduce high-risk behavior choices, family conflict; and an increase coping skills.

Funding CDBG: $35,000
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
140 individuals (providing approximately 140 counseling sessions & 530 school outreach sessions)
Location Description Citywide
Planned Activities Family counseling services
Goal Outcome Indicator Public service activities other than low/mod income housing benefit 2 Project Title 2021 Family Advocacy Services(Bill Wilson) Description A school-based, homeless and homeless prevention family and youth intervention service aimed at helping families remain intact and decrease or prevent homelessness and poverty.

Location Description Citywide
Planned Activities Family counseling services
Goal Outcome Indicator Public service activities other than low/mod income housing benefit 3 Project Title 2021 Meals on Wheels (The Health Trust) Description Meals on Wheels provides low-income adults and homebound and elderly adults valuable health and social services, enabling them to live independently.

Funding CDBG: $27,825
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
20 individuals (providing 2,073 meals and 1,179 Wellness Checks.

Location Description Citywide
Planned Activities Meal delivery and welfare checks.

Goal Outcome Indicator Public service activities other than low/mod income housing benefit 2021-2022 Annual Action Plan 23
AP-38 – Project Summary (cont’d)
4 Project Title 2021 Santa Clara Senior Nutrition Program (CSC Senior Center) Description The senior nutrition program provides meal service to senior citizens.

Funding CDBG: $24,000
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
300 individuals (approximately 15,000 meals in total)
Location Description Senior Center, 1303 Fremont St., Santa Clara Planned Activities Meal service.

Goal Outcome Indicator Public service activities other than low/mod income housing benefit 5 Project Title 2021 Housing Programs for Person w/Disabilities (SVILC) Description Silicon Valley Independent Living Center provides wrap-around housing education and referral services, information and resources, peer support, and emergency preparedness training to residents who have a disability or chronic condition to help transition from homelessness, nursing homes, and health care facilities into permanent affordable, accessible, and integrated housing.

Funding CDBG: $18,000
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
55 individuals
Location Description Citywide
Planned Activities Housing education and information, peer support, and referral services.

Goal Outcome Indicator Public service activities other than low/mod income housing benefit 6 Project Title 2021 Fair Housing Services (Project Sentinel) Description Providing case management services, risk assessment, safety planning, legal advocacy, assistance filing restraining orders, housing assessment, individual action plan development, support groups, and other services.

Funding HOME: $22,197
Annual Goals Supported Fair Housing Services
Priority Needs Addressed Fair Housing Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
49 individuals (low/mod income).

Location Description 1490 El Camino Real, Santa Clara CA Planned Activities Housing assessments, legal advocacy, and other services.

Goal Outcome Indicator Public service activities other than low/mod income housing benefit 2021-2022 Annual Action Plan 24
AP-38 – Project Summary (cont’d)
7 Project Title 2021 Live Oak Adult Day Services
Description Provide specialized program of adult day care for frail, dependent seniors geared to maximize the social experience and mental stimulation of clients and improve/sustain their mental and physical functioning.

Funding CDBG: $15,000
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/22/2022
Estimate the number and type
of families that will benefit
from the proposed activities
11 individuals (seniors)
Location Description 1147 Minnesota Ave, San Jose and 20920 McClellan Road, Cupertino Planned Activities Senior Services – Meals and recreational activities for seniors.

Goal Outcome Indicator Public service activities other than low/mod income housing benefit 8 Project Title 2021 Long-Term Care Ombudsman (Catholic Charities) Description Receive, identify, investigate and impartially resolve complaints made by, or on behalf of, residents of local long-term care facilities. The city has 15 licensed facilities where more than 550 residents reside.

Funding CDBG: $10,000
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
380 households (seniors)
Location Description Citywide
Planned Activities Investigations of complaints of long-term care facilities.

Goal Outcome Indicator Public service activities other than low/mod income housing benefit 9 Project Title 2021 Senior Transportation Services (Heart of The Valley).

Description Provides escorted transportation, handyman services, visitation, shopping and errands, computer support, respite, and other assistance.

Funding CDBG: $15,000
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
220 individuals (seniors)
Location Description Citywide
Planned Activities Senior services – Transpiration and various minor services.

Goal Outcome Indicator Public service activities other than low/mod income housing benefit 2021-2022 Annual Action Plan 25
AP-38 – Project Summary (cont’d)
10 Project Title 2021 Senior Adult Legal Assistance (SALA) Description Provide a full range of accessible and affordable (free) legal services to seniors (age 62+). Included is advising, counseling, facilitating public benefits, health care, addressing and/or preventing elder abuse.

Funding CDBG: $16,500
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
45 (seniors)
Location Description Citywide
Planned Activities Senior Services – Legal services.

Goal Outcome Indicator Public service activities other than low/mod income housing benefit 11 Project Title 2021 Employment, Media & Community Connections (HOPE Services) Description Provide employment training, classroom instruction, a media and technology component, and paid work to adults with developmental disabilities to promote independence and self-esteem.

Funding CDBG: $36,504
Annual Goals Supported Public Services
Priority Needs Addressed Public Services
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
11 (developmentally disabled adults)
Location Description Citywide
Planned Activities Employment training and classroom instruction Goal Outcome Indicator Public service activities other than low/mod income housing benefit 12 Project Title 2021 NCIP Project Delivery Costs
Description Project Delivery Costs consists of City staff costs to deliver the NCIP. Any funds not used, will become unprogrammed at the end of the fiscal.

Funding CDBG: $75,251
Annual Goals Supported Affordable Housing
Priority Needs Addressed Affordable Housing
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
n/a
Location Description Citywide
Planned Activities Project deliver costs (i.e., administration of NCIP program).

Goal Outcome Indicator n/a
2021-2022 Annual Action Plan 26
AP-38 – Project Summary (cont’d)
13 Project Title 2021 Minor Home Repair Program (Rebuilding Silicon Valley Together) Description Provide minor home repairs for low-income homeowners occupying their homes so as to maintain basic health and safety standards, and so they can remain in their homes independently.

Funding CDBG: $75,000
Annual Goals Supported Affordable Housing
Priority Needs Addressed Affordable Housing
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
14 low-income households
Location Description Citywide
Planned Activities Minor repairs to owner-occupied homes.

Goal Outcome Indicator Homeowner Housing Rehabilitated
14 Project Title 2021 TBRA Administration (Abode Services) Description The Tenant-Based Rental Assistance (TBRA) program will provide rental assistance for approximately 40 homeless households or those at risk of homelessness.

Funding HOME: $875,327
CAHF: $80,349
CHSF: $70,000
Annual Goals Supported Affordable Housing
Priority Needs Addressed Affordable Housing
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
23 (formally homeless households)
Location Description Citywide
Planned Activities Rental subsidies and case management services. Case management paid for by local funds.

Goal Outcome Indicator Tenant-based rental assistance/Rapid Rehousing 2021-2022 Annual Action Plan 27
AP-38 – Project Summary (cont’d)
15 Project Title 2021 TBRA Administration (Bill Wilson Center) Description The Tenant-Based Rental Assistance (TBRA) program will provide rental assistance for approximately 40 homeless households or those at risk of homelessness.

Funding HOME: $654,372
CAHF: $80,348
CHSF: $70,000
Annual Goals Supported Affordable Housing
Priority Needs Addressed Affordable Housing
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
22 (formally homeless households)
Location Description Citywide
Planned Activities Rental subsidies and case management services. Case management paid for by local funds.

Goal Outcome Indicator Tenant-based rental assistance/Rapid Rehousing 16 Project Title 2021 CDBG Administration
Description Administration and planning for all CDBG funded projects and activities.

Funding CDBG: $235,940
Annual Goals Supported Administration & Planning
Priority Needs Addressed Administration & Planning
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
n/a
Location Description Citywide
Planned Activities Administration and planning for all CDBG funded projects and activities.

Goal Outcome Indicator Other
17 Project Title 2021 HOME Administration
Description Administration and planning for all HOME funded projects and activities.

Funding HOME: $37,104
Annual Goals Supported Administration & Planning
Priority Needs Addressed Administration & Planning
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
n/a
Location Description Citywide
Planned Activities Administration and planning for all HOME funded projects and activities.

Goal Outcome Indicator Other
2021-2022 Annual Action Plan 28
AP-38 – Project Summary (cont’d)
18 Project Title 2021 Community Housing Development (CHDO) Set Aside Description Rental housing rehabilitation by non-profit developers.

Funding HOME: $66,452
Annual Goals Supported Affordable Housing
Priority Needs Addressed Affordable Housing
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
1 unit for low-income household
Location Description Citywide
Planned Activities Rental housing rehabilitation by non-profit developers.

Goal Outcome Indicator Affordable Housing
19 Project Title Public Facility Improvements (added by Substantial Amendment) Description Capital improvements to non-profit facilities and/or city infrastructure improvements that benefit low-mod income residents.

Funding CDBG: $642,000
Annual Goals Supported Public Facility Improvements
Priority Needs Addressed Public Facility Improvements
Target Date for Completion 6/30/2022
Estimate the number and type
of families that will benefit
from the proposed activities
150 persons
Location Description Citywide
Planned Activities Capital improvements to non-profit facilities and/or city infrastructure improvements that benefit low-mod income residents
Goal Outcome Indicator Public Facility Improvements
Describe the reasons for allocation priorities and any obstacles to addressing underserved needs Allocation of funds is based on needs and priorities identified in the 2020-25 ConPlan. The City prioritizes allocations to projects that serve the lowest income households, from 0-80% of Area Median Income.

Note: The following activities/agencies will be funded with General Fund dollars if approved through the budget process:
$67,803 – Project Sentinel: Tenant/Landlord Dispute Resolution $22,197 – Next Door Solutions: Services for Domestic Violence Survivors 2021-2022 Annual Action Plan 29
AP-50 Geographic Distribution – 91.220 (f)
Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed.

Investments will be allocated citywide.

The City of Santa Clara has identified the production and maintenance of affordable housing as the primary objective for the expenditure of federal funds in the Consolidated Plan. While CDBG and HOME funds are limited, the City will continue to allocate funding to affordable housing projects, including owner-occupied rehabilitation. The City has non-federal funding sources that it will use toward the development of affordable housing during Fiscal Year 2021-2022.

AP-55A – One Year Goals for the Number of Households to be Supported (by Population Type) Homeless – Housing assistance for units reserved for homeless individuals and households. 45 Non-Homeless – Housing assistance for all units NOT reserved for homeless individuals and households.
15 Special-Needs – Housing assistance for units reserved for households that are not homeless but require specialized housing or supportive services.
0 Total 60
AP-55B –One Year Goals for the Number of Households Supported Through (by Program Type) Rental Assistance – Housing assistance for programs such as tenant-based rental assistance (TBRA) and one-time payments to prevent homelessness.
45 The Production of New Units – New units, including the conversion of non-residential properties.
0 Rehab of Existing Units – Rehabilitation of existing units, including reconstruction. If unit will be acquired and rehabilitated, report the unit only once.
15 Acquisition of Existing Units – Housing assistance for programs such as down payment assistance. If the unit will be acquired and rehabilitated, report the unit only once. 0 Total 60
2021-2022 Annual Action Plan 30
Discussion
The City’s goal, as it relates to Affordable Housing, is to assist in the creation and preservation of affordable housing for low income and special needs households through continuation of the Neighborhood Conservation and Improvement Program, rental habilitation of units occupied by low income tenants, TBRA rental subsidies, and new construction.
14 households for Homeowner housing rehabilitation (CDBG), 9 Extremely low-income households
5 Low-income households
45 households for TBRA (HOME),
35 Extremely low-income households
10 Low-income households
1 household for rental units rehabilitated (CHDO set-aside). 1 Low-income household
2021-2022 Annual Action Plan 31
AP-60 Public Housing – 91.220 (h)
Introduction
The Santa Clara County Housing Authority (SCCHA) is the regional entity that manages and maintains housing units and administers Housing Choice Voucher programs across the County. SCCHA operates four public housing units located in City of Santa Clara. The housing authority is a HUD-designated Moving to Work (MTW) agency which allowsit greaterflexibility to design and implement moreinnovative approaches to providing housingassistance.

Over10,000 housing vouchers are currently active county-wide. The types of voucher in use includeprojectbased, tenant-based, veteran focused, and vouchers for persons with a disability. The majority of voucher holders have a tenant-based voucher which is a type of voucher that allows the holder to use the voucher at any housing unit where the landlord will accept the voucher. Data on the number of vouchers in use within the City is unavailable.

Actions planned during the next year to address the needs to public housing The SCCHA has converted three of their original public housing projects to affordable housing stock, only one public housing project with four units remains in the City. The City will continue to work closely with the SCCHA to address any needs identified during the program year.

SCCHA re-proposed a landlord initiative activity begun in 2017 to attract new Housing Choice Voucher (HCV) owners and encourage existing HCV owners to re-lease existing HCV units to another HCV tenant to fill unit vacancies. SCCHA hopes these incentives continue attracting new, and retaining current, owners to the Section 8 program increasing the number of affordable rental units in the City.

SCCHA is proposing a new activity for approval by the Department of Housing and Urban Development (HUD) aimed at streamlining the conversion of non-Section 8 subsidized units into Project Based Voucher units upon expiration or owner opt-out from a HUD contract. Conversion of subsidized units into PBV units increases the housing choices for low-income families and preserves the long-term affordability of expiring subsidized properties
Actions to encourage public housing residents to become more involved in management and participate in homeownership
SCCHA is proactive in incorporating resident input into the policy-making process. The SCCHA board includes two tenant commissioners that provide input from the tenant perspective.

If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance
Not applicable.
2021-2022 Annual Action Plan 32
AP-65 Homeless and Other Special Needs Activities – 91.220 (i) Introduction
In the last County Point-in-Time Count in 2019, the count identified 9,706 homeless individuals, which was higher than any count over the last ten years. Of these individuals, 1,784 are sheltered and 7,922 are unsheltered. Individuals with the highest rates of being without shelter are the chronically homeless, homeless veterans, and unaccompanied youth. It is estimated that 25 percent or 2,470 are chronically homeless with 85 percent of those chronically homeless are unsheltered; 653 are veterans, with 68 percent unsheltered; 269 are families, with 26 percent unsheltered; and 1,876 are unaccompanied youth, with 95 percent unsheltered. It is also estimated that two percent of homeless individuals are living with HIV.Due to the COVID crisis, the Point-in-Time Count of 2021 was not conducted.

Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including:

Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs.

The City will continue its efforts of housing homeless families through its TBRA program. The goal is to house/keep housed approximately 45 households. The City renewed its agreement with the County of Santa Clara for FY21/22 to provide intensive case management to approximately 20 chronically homeless individuals identified by the police department. This program is funded with local funds. The County provides housing subsidies for the participants in this program while the City uses its Successor Housing Agency funds to provide the case management and services for the program.

Addressing the emergency shelter and transitional housing needs of homeless persons.

The City will fund agencies that serve homeless persons accessing emergency and transitional shelters.

Much of the funding will come from CDBG for agencies providing public services such as case management. Agencies include NextDoor Solutions, Bill Wilson Center, and Abode Services.

Particularly for chronically homeless, it is preferable for individuals to receive intensive case management rather than simple information and referral services. Case managers work to assist homeless individuals find housing, connect with resources, and receive services to maintain housing. The provision of case management is person-based rather than shelter-based with the goal of rapid re-housing. The five-year goals of the Community Plan to End Homelessness establish a target of creating 6,000 housing opportunities for persons who are homeless. An additional goal is for each of the 6,000 new tenants to have access to the services that will allow them to maintain that housing.

The City will continue using prior year HOME funds and 2021-2022 Entitlement funds for our TBRA program which gives security deposits and monthly subsidies to the homeless families and/or domestic violence survivors, or those families at risk of homelessness. 2021-2022 Annual Action Plan 33
Countywide, there were 294 homeless families with children counted. Homeless families are typically underrepresented in the Homeless Survey. Oftentimes, homeless families are using shelters or transitional housing facilities, vehicles, and/or splitting up and couch surfing. This results in an underrepresented count of homeless families during the census.

Along with the point-in-time count, 587 surveys were given to homeless households/individuals. The surveys were given primarily in unsheltered locales. The results showed “257 chronically homeless individuals, 49 homeless veterans, 19 individuals in homeless families, 42 unaccompanied children and transition-age youth.”1
The TBRA program is a short-term solution to homelessness (unlike permanent supported housing for the chronically homeless). The Homeless Survey has shown that families with children are not only a special needs population, but tend to be underrepresented in Homeless Surveys. The TBRA program will continue to focus on assisting the homeless and at-risk of homelessness population; however, preferences towards families with children, and individuals and/or families exiting housing exclusively designated for domestic violence survivors will be given.

Helping low-income individuals and families avoid becoming homeless, especially extremely lowincome individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs.

Avoiding homelessness. The City will be assisting low-and-extremely-low income households affected by the COVID crisis to avoid becoming. It will be implementing a program with local funds to avoid evictions by assisting households with rental arrears.

Assisting those discharged from publicly funded institutions and systems of care. The City uses local funds to match county funds for a program that houses up to twenty (20) homeless individuals that are identified by the police department as high users of community resources; some of which had been discharged from facilities and/or jails. This population is also provided case management services.

Youth needs. The City provides CDBG funding for family and individual counseling needs through the Bill Wilson Center which focuses on the needs of foster children. The Bill Wilson Center also assists in administering the City’s TBRA program. By administering these programs, it provides The Bill Wilson Center the unique resources to identify homeless families, foster youth in their own system, and households with children in the school system that may be in need of critical needs such as housing, health, employment, education, and other social services. 1 2017 Santa Clara County Homeless Census and Survey Report (page 33) 2021-2022 Annual Action Plan 34
AP-75 Barriers to Affordable Housing – 91.220 (j)
Introduction
The jurisdictions within the County face barriers to affordable housing that are common throughout the Bay Area. High on the list is the lack of developable land, which increases the cost of available lands and increases housing development costs. Local opposition is another common obstacle as many neighbors have strong reactions to infill and affordable housing developments. Opposition is often based on misconceptions, such as an anticipated increase in crime; erosion of property values; increase in parking and traffic congestion; and overwhelmed schools. However, to ensure a healthy economy, the region must focus on strategies and investment that provide housing for much of the workforce in the region – sales clerks and secretaries, firefighters and police, teachers and health service workers – whose incomes significantly limit their housing choices.

The City has identified multiple constraints or barriers to the affordable housing and residential investment in its 2015-2023 Housing Element Update, including:
• Land use controls limit the allowed density of housingproduction; • Parking requirements increase the cost of housing.

Generally, the City faces the same affordable housing barriers as the rest of the Bay Area, including:
• High cost of development constrains the development of affordable housing units in favor of higher-end units;
• Lack of developable land prevents housing development and increasesthe price of land;and • Local opposition prevents affordable housing from being built in high-resource areas.

Additionally, the Assessment of Fair Housing identified the following contributing factors to fair housing issues, including affordable housing, through analysis of data and community engagement feedback:
• Displacement of residents due to economicpressures
• Land use and zoning laws
• Source of income discrimination
• Community opposition
• Availability of affordable units in a range ofsizes
• Availability, type, frequency, and reliability of public transportation • Lack of access to opportunity due to high housingcosts • Lack of affordable, accessible housing in a range of unitsizes • Lack of affordable housing for individuals who need supportiveservices • Lack of assistance for housing accessibilitymodifications • Lack of resources for fair housing agencies and organizations • Location and type of affordable housing
• Loss of affordable housing
• Private discrimination
2021-2022 Annual Action Plan 35
Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment.

The Housing Element includes the following actions to remove or ameliorate barriers: Work with nonprofits to acquire and rehabilitate distressed multi-family housing and convert it to low income housing, update the City zoning ordinance to comply with state laws on reasonable accommodations, emergency shelters, transitional and supportive housing and density bonuses, accommodation of the Regional Housing Needs Assessment for the 2015 Housing Element to maintain an inventory of housing sites appropriate for a range of income levels and for supportive housing for persons with physical and developmental disabilities, analysis of impact fees, promote construction of accessary units and low income housing types such as Single Room Occupancy units, continue to require developers of 10 or more homeowner units to provide Below Market Rate units, consider establishing an affordable housing mitigation fee for large office and industrial developments, consider a local source of affordable housing funds.
2021-2022 Annual Action Plan 36
AP-85 Other Actions – 91.220 (k)
Introduction
This section discusses efforts in addressing the underserved needs, expanding and preserving affordable housing, reducing lead-based paint hazards, and developing institutional structure for delivering housing and community development activities.

Actions planned to foster and maintain affordable housing The Neighborhood Conservation & Improvement Program (NCIP) is administered by the Housing & Community Services Division of the Community Development Department. The program addresses building/housing code deficiencies, abatement of hazardous conditions, repair/rehabilitation of deteriorated conditions, and accessibility for persons with disabilities, all to improve the habitability, use and occupancy of owner-occupied housing. Financial assistance is provided in the form of loans and grants. Terms are flexible and below market, depending on the homeowner household income.

City staff conducts a housing inspection to determine repair needs, prepares work specifications, solicits construction contractors to perform the work, and conducts progress inspections. Since 1976, the NCIP Program has assisted more than 1,800 homeowners. For FY21/22, the City has budgeted over $1,139,445 in CDBG funds for NCIP (this includes activity delivery costs).

In the FY21/22, the City will grant $50,000 to Rebuilding Silicon Valley Together to provide similar services as the NCIP program. The program will be limited to small/urgent needs, and any large projects will be referred to the NCIP program.

A Memorandumof Understanding, approved by the City Council and RDA Board on November 14, 2006, directed that all RDA funds appropriated for the NCIP Program “will be committed permanently” to the NCIP Affordable Housing Rehabilitation Fund (AHRF). Any program income accruing from the expenditure of Successor Housing Agency (SHA) funds for NCIP activities would also be deposited in the AHRF. That program income will not be subject to federal restrictions or requirements. It will primarily be used for the NCIP program, but may be used for other activities that benefit low and moderate-income persons as long as those activities address one or more of the housing and community goals set forth in the Consolidated Plan.

The City has a Below Market Purchase Program (BMP). This program requires developers to set aside 15% of newly constructed units for housing affordable to moderate income homebuyers. The Program is administered by HouseKeys. The Program created an additional source of revenue to augment future housing and community objectives – the City Affordable Housing Fund (CAHF). After five years, a BMP housing unit can convert from a restricted sales price to a market price. If a BMP unit is sold after the initial 5-year period, the City recaptures the value of the affordable purchase price discount. Proceeds are deposited in the CAHF. Use of CAHF funds is not subject to federal or state restrictions. The CAHF funds will be used for activities that benefit low and moderate-income persons and address one or more of the housing and community goals set forth in the ConPlan and its Housing Element. 2021-2022 Annual Action Plan 37
Actions planned to reduce lead-based paint hazards
The City undertakes HUD-funded projects in accordance with the Lead-Based Paint Regulations published in 2000. These regulations most commonly affect residential structures rehabilitated through NCIP. When identified, lead paint will be controlled or abated and disposed of properly to eliminate or reduce the hazard of environmental or human contamination. The City has adopted a written plan to implement the regulations in its NCIP Program and other housing rehabilitation activities.

Actions planned to reduce the number of poverty-level families The Section 3 Affirmative Action Plan was last updated on July 1, 2011. The purpose of the plan is to assure that new jobs created by the use of federal entitlement funds provide opportunity for the recruitment, training and employment of low income persons residing in the City of Santa Clara. To this end, the stated purpose of the plan is to “provide lower income residents within the project area [City of Santa Clara] the opportunity for employment and training and for the awarding of contracts to businesses located or owned in substantial part by persons residing in the project area.” This action plan is required of all contracts for non-exempt projects funded by HUD. Projects with less than $200,000 in CDBG/HOME funds are exempt from Section 3 requirements.

On March 24, 2017 the Santa Clara City Council unanimously passed the first worker retention ordinance in Silicon Valley. This ordinance will provide much-needed job security to some of the most vulnerable workers. This law protects food and building service workers from mass layoffs when companies switch contractors. It requires that if a company with an office or venue in Santa Clara hires a new contractor or brings services in-house, the workers who currently work at that location must be kept on for a 90-day transition period.

The City of Santa Clara is a participating member of the North County Consortium of Neighborhood Self Sufficiency Centers whose mission is to support the long-term sustainability and self-sufficiency of CalWORKs families. The consortium is made up of over 30 businesses, agencies and schools that have a record of successful work with CalWORKs clients.

Actions planned to develop institutional structure
The City will continue its participation in the CDBG Coordinators Committee, which increasingly has become a public forum for discussion and active planning of common strategies to address the housing and community needs in Santa Clara County.
2021-2022 Annual Action Plan 38
Actions planned to enhance coordination between public and private housing and social service agencies
The City will continue its efforts to encourage consortium-building among housing developers, public service providers, and governmental and non-governmental entities. The City has achieved proven results in using federal funds to leverage private funds. The City participates in the quarterly meetings of the Supportive Housing Roundtable, which includes government agencies, housing developers, service providers, legal services and private funders.

Discussion
In 1983, the City of Santa Clara joined with several other cities to create the North Valley Job Training Consortium (NOVA) in response to the federal Workforce Investment Act. The consortium is a private/public partnership made up of representatives of local government, business and industry, labor, education and training systems, employment services, and community support organizations. Currently, the cities of Santa Clara, Cupertino, Los Altos, Milpitas, Mountain View, Palo Alto, and Sunnyvale and San Mateo County are participating members. The NOVA Workforce Board was established to guide the agency in its mission to deliver employment and training services that enhance the ability to live and work in Silicon Valley. Many of the services and programs provided by NOVA target disadvantaged youth and adult populations, who may have limited education and/or barriers to employment. NOVA is a partner in the CONNECT! Job Seeker Center, a comprehensive resource center open to all job seekers, which offers computer access, a resource library, resume assistance and job search workshops.

The Housing Authority was approved as a Moving to Work (MTW) Agency in January of 2008. That program allows the HACSC additional administrative flexibility between programs. The three major goals for the MTW program are to increase cost effectiveness, to promote self-sufficiency, and to expand housing options for program participants.
2021-2022 Annual Action Plan 39
AP-90 Program Specific Requirements – 91.220 (l) (1,2,4) Introduction
Community Development Block Grant Program (CDBG) Reference 24 CFR 91.220(l) (1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out.

Other CDBG Requirements

1. The amount of urgent need activities. 0

1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed 0 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the strategic plan. 0 3. The amount of surplus funds from urban renewal settlements. 0

4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan. 0 5. The amount of income from float-funded activities 0 Total Program Income 0
2021-2022 Annual Action Plan 40
HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(l) (2) A description of other forms of investment being used beyond those identified in Section 92.205 is as follows:

1. The City does not use HOME funds beyond those identified in Section 92.205. A description of the guidelines that will be used for resale or recapture of HOME funds if/when used for homebuyer activities as required in 92.254, is as follows:

Homeowner Equity – for purposes of this policy, it is defined as the sum of the down-payment, principal paid, and homeowner improvements.

HOME Equity – for purposes of this policy, it is defined as the amount of HOME investment, adjusted as follows: (1) The HOME investment amount would be reduced if, at the time of the homeowner purchase, the market price is less than the cost of construction, by the amount of that difference; and (2) Beginning after six years of residency by the original buyer, the City would reduce its share of excess proceeds by a maximum of 10% for each additional full year the original buyer resides in the home. After the completion of 15 years of residency by the original buyer, the City would have no interest in recapturing any portion of its original HOME investment.

2. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds. See 24 CFR 92.254(a)(4) are as follows:

The City secures its HOME funds by recording Deeds of Trust on the title of the property that received the funding. The period of affordability would be a minimum of 15 years.

3. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 CFR 92.206(b), are as follows:
2021-2022 Annual Action Plan 41
The City does not have any plans to use HOME funds to refinance existing debt on multi-family.

4. HOME funds may be allocated to affordable housing capital projects in contiguous jurisdictions.

The City does not plan on using HOME funds to refinance existing debt.

Discussion
CHDO set-aside funds. The City of Santa Clara will consider providing assistance to affordable housing developments in contiguous jurisdictions using CHDO set-aside funds.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-376 Agenda Date: 5/7/2024

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on the Stadium Manager and StadCo’s Request to Assign Stadium Builder’s Licenses to an Additional 24 Field Seats in the North and South End Zones of Levi’s Stadium

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

BACKGROUND
The Santa Clara Stadium Authority (Stadium Authority) has the sole and exclusive right to sell, license, or transfer Stadium Builder’s Licenses (SBLs) and similar instruments for all the seats located in Levi’s Stadium, with the exception of those seats located in, or accessible through, private “Suites.” Under the Stadium Management Agreement, the Forty Niners Stadium Management Company (Stadium Manager) is responsible for making recommendations to the Stadium Authority with respect to facilitation of a secondary market for SBLs, and marketing, monitoring, and managing any SBL Agreements of the Stadium Authority. By entering into an SBL Agreement, an SBL Holder has exclusive rights to purchase 49ers season tickets and priority access to other events at the Levi’s Stadium for the 30-year term of the agreement.

On June 21, 2022, the Stadium Authority Board considered a proposal from the Stadium Manager and Forty Niners SC Stadium Company LLC (StadCo) and approved the assignment of SBLs priced at $17,500 per seat for up to seventy (70) field seats in the North and South end zones of Levi’s Stadium with the following actions:

1. Approved the Stadium Manager and StadCo’s recommendation to add and sell SBLs priced at $17,500 per seat for the field seats located in the North and South end zones of Levi’s Stadium;

2. Authorized the Executive Director to negotiate and execute an agreement with StadCo regarding obligations related to the field seats consistent with the June 21, 2022 agenda report prior to the Stadium Manager selling SBLs for the field seats; and

3. Authorized the Executive Director to work with the Stadium Manager to make modifications and provide clarifications and clean up language to the SBL template form that is in compliance with the Stadium Lease.

A SBL Allocation Agreement (Attachment 1) was subsequently negotiated and executed between the Stadium Authority and StadCo with the following key terms and conditions:

1. Consistent with NFL requirements with respect to “field seats”, the NFL must approve the 70 field seats on an annual basis (Section 2.1).

2. The Stadium Authority will designate all 70 field seats to be subject to the form SBL Agreement City of Santa Clara Page 1 of 8 Printed on 5/3/2024
powered by Legistar™
24-376 Agenda Date: 5/7/2024
attached to the SBL Allocation Agreement (Exhibit A) and priced and sold at a license fee of $17,500 per seat (Sections 2.2 and 2.3).

3. StadCo agrees that it or an affiliate of StadCo will be responsible for any costs and expenses for the provision of any complimentary food and beverage amenities offered or provided to the SBL Holders of any of the 70 field seats at Stadium events, or any amenities exclusively provided to these SBL Holders which are not budgeted or otherwise agreed upon. The Parties acknowledge that the field seat SBL Holders may be granted access to club space at the Stadium and that StadCo agrees that it or its affiliate will bear responsibility for the costs and expenses of any complimentary food and beverage services provided to the field seat SBL Holders in such club space (Section 2.4).

4. As an exception to Paragraph 13 in the Stadium Operations Agreement, StadCo agrees to extend the annual cutoff day to sell unencumbered tickets for any of the 70 field seats which do not have SBLs from May 31, 2022 to July 31, 2022 (Section 3.1).

5. StadCo will be solely responsible for any costs and expenses related to any design, construction, alteration, improvement, maintenance, repair, replacement, removal, and deconstruction of the 70 field seats (Section 4).

The Stadium Manager and StadCo have presented a proposal for the Stadium Authority Board’s consideration to assign SBLs priced at $17,500 per seat to an additional twenty-four (24) field seats in the North and South end zones of Levi’s Stadium. The proposed SBLs are projected to generate revenues totaling approximately $650,000 over the life of the SBLs, a significant portion of which will be used for debt repayment by the Stadium Authority. Should the Stadium Authority Board approve the assignment of SBLs for the 24 field seats, the Executive Director would also need to be authorized to execute an Amendment No. 1 to the SBL Allocation Agreement (Attachment 2) to document the parties’ obligations and commitments related to the seats.

DISCUSSION
In October 2023, the Stadium Manager and StadCo notified the Stadium Authority that they planned to add additional field seats in the end zones of Levi’s Stadium. Through subsequent discussions, the Stadium Manager confirmed they are planning to add an additional 24 fields seats to the existing 70 field seats for which the Stadium Authority Board previously approved SBLs priced at $17,500 per seat on June 21, 2022. Of the 24 field seats, twenty-one (21) seats are planned for the South end zone and three (3) seats are planned for the North end zone. The additional seats will bring the total number of Levi’s Stadium field seats to ninety-four (94).

Stadium Manager and StadCo’s Proposal
The Stadium Manager and StadCo’s proposal to assign SBLs priced at $17,500 per seat to the additional 24 field seats in the North and South end zones of Levi’s Stadium is expected to generate approximately $650,000 in new revenue to the Stadium Authority. The revenue is made up of $385,000 in SBL Principal, $128,000 in SBL interest from SBLs that are financed over time, and $137,000 in NFL Ticket Surcharge, and is based on the following key assumptions:
· South End Zone Field Seats
o Current Number of Seats: 26 seats including 4 ADA/ADA Companion seats o Proposal: Increase by 21 seats, including 4 ADA/ADA Companion seats o Total Number of Seats: 47 seats including 8 ADA/ADA Companion seats · North End Zone Field Seats
City of Santa Clara Page 2 of 8 Printed on 5/3/2024
powered by Legistar™
24-376 Agenda Date: 5/7/2024
o Current Number of Seats: 44 seats including 4 ADA/ADA Companion seats o Proposal: Increase by 3 seats (no ADA/ADA Companion seats) o Total Number of Seats: 47 seats including 4 ADA/ADA Companion seats · Total Incremental SBLs Available: 22 (with no SBLs expected to be sold for 2 of the 4 new ADA/ADA Companion seats)
· SBL Seat Price: $17,500 per seat
· Total SBL Seats Sold: 22
o Projected sales for 17 SBLs on or prior to June 30, 2024 o Projected sales for 5 remaining seats after June 30, 2024 and SBL revenue will be collected in 2025 or subsequent years
o 20 SBLs would be financed over the term of 10 years with an 8.5% interest rate o 2 SBLs would be paid in full at the time of purchase
· Ticket prices for the field seats would grow at 5% annually; however, Stadium Authority’s collection of NFL Ticket Surcharge ends in 2039
Similar to their June 2022 proposal, the Stadium Manager advised that they do not expect to sell SBLs for every ADA/ADA Companion seat so the financial projections above do not forecast any SBL revenue for 2 of the 4 new ADA/ADA Companion seats; however, they will be marketed for sale. The financial projections include NFL Ticket Surcharge from tickets that will be sold for all the new ADA/ADA Companion seats.

Some of the assumptions are also tied to terms and provisions outlined in multiple agreements, including the timing of projected SBLs sales and when the Stadium Authority’s collection of NFL Ticket Surcharge ends, as documented in the “Relevant Agreement Provisions” attachment (Attachment 3) and described in more detail under this “Stadium Manager and StadCo Proposal” subsection and the “Staff Analysis and Recommendation” section.

The Amended and Restated Non-Relocation Agreement between the Stadium Authority and Forty Niners Football Company LLC defines “NFL Ticket Surcharge” as a surcharge on the price of admission to all NFL Surcharge Games that is ten percent (10%) of the Ticket Receipts from such NFL Surcharge Games, which is payable to the Stadium Authority. Ticket Receipts do not include any of StadCo’s revenues that are described in Article IV of the Team Sublease. As defined under Section

4.1.2 in the Team Sublease, StadCo’s revenues are the following: All StadCo’s Concession Revenues, Premium Seating Premiums, StadCo’s Advertising Revenue, parking revenues from Forty Niners Events and other Forty-Niners related activities, and any other revenues of the operations of the Stadium which are not expressly included in Forty Niners Revenues. 2039 is the end of a 25-year “Surcharge Term” that is defined in the Non-Relocation Agreement, and the Stadium Authority is not entitled to collect NFL Ticket Surcharge after the Surcharge Term ends.

StadCo has committed to the following obligations to the additional 24 field seats, as reflected in the proposed Amendment No. 1 to the SBL Allocation Agreement:

1. StadCo or an affiliate of StadCo will be responsible for any costs and expenses for the provision of any complimentary food and beverage amenities offered or provided to the SBL Holders of any of the field seats at Stadium events, or any amenities exclusively provided to these SBL Holders which are not budgeted or otherwise agreed upon. The field seat SBL Holders may be granted access to club space at the Stadium and StadCo City of Santa Clara Page 3 of 8 Printed on 5/3/2024
powered by Legistar™
24-376 Agenda Date: 5/7/2024
agrees that it or its affiliate will bear responsibility for the costs and expenses of any complimentary food and beverage services provided to the field seat SBL Holders in such club space.

Staff Analysis: There are significant costs associated with providing complimentary buffet to SBL Holders who have such amenity outlined in their SBL Agreement. Without this guarantee that StadCo or its affiliate would be responsible, food and beverage amenity costs to the Stadium Authority could outweigh the projected revenue that would be generated by assigning SBLs to the 24 field seats. StadCo’s agreement to be responsible for any costs and expenses related to food and beverage amenities provided to field seat SBL Holders resolves this concern.

2. StadCo agrees to extend the May 31, 2024 cutoff date to June 30, 2024 to sell tickets for the 2024 NFL Season for any of the 24 field seats that do not have SBLs.

Staff Analysis: Under Paragraph 13 of the Stadium Operations Agreement, StadCo has the right to sell tickets for seats that do not have SBLs by May 31 of each calendar year for the immediately following NFL Season. Any SBL Agreement applicable to such seats entered into after May 31 of any calendar year is effective only for Non-NFL Events and, unless the Parties otherwise agree, subsequent NFL Seasons. StadCo’s agreement to extend the annual SBL cutoff date from May 31 to June 30, 2024 for the 24 field seats provided the Stadium Authority, Stadium Manager, and StadCo additional time to discuss the proposal in more detail, come to agreement about the various commitments associated with the 24 field seats, and prepare this agenda item for the Stadium Authority Board’s consideration. The extended cutoff date also provides the Stadium Manager’s SBL team additional time to sell SBLs. The SBL team will have over a month to sell SBLs for the 24 field seats for the 2024 NFL Season if the Stadium Authority Board approves staff’s recommendation.

3. StadCo will be responsible for any costs and expenses related to any design, construction, alteration, improvement, maintenance, repair, replacement, removal, and deconstruction of the 24 field seats.

Staff Analysis: Capital construction and improvements, maintenance, repairs, and replacement can have significant costs to the Stadium Authority as the owner of the Stadium.

Additionally, future Non-NFL Events may require the temporary removal of the field seats and reinstallation, at a cost of approximately $8,000 per event. These costs have not been charged to the Stadium Authority. StadCo’s obligation to cover costs and expenses associated with field seat construction, improvements, and deconstruction now and over time relieves the Stadium Authority of these financial responsibilities, which otherwise could outweigh the projected revenue that would be generated by assigning SBLs to the field seats.

It is important to highlight that the revenue amounts provided by the Stadium Manager and StadCo are only projections and are not guaranteed. Additionally, any changes to the assumptions and StadCo’s obligations outlined above may impact the Stadium Manager and StadCo’s current projection that the SBLs corresponding with the additional 24 field seats will generate approximately $650,000 in revenue over the 30-year life of the SBLs for the Stadium Authority.

City of Santa Clara Page 4 of 8 Printed on 5/3/2024
powered by Legistar™
24-376 Agenda Date: 5/7/2024
Existing Field Seat SBLs
As of March 31, 2024, the Stadium Manager sold SBLs for 66 out of the 70 seats that were approved on June 21, 2022, for which the Stadium Authority has collected $635,523 in SBL principal and SBL interest revenue to date to use for debt repayment as required by Section 2.14(d) of the Stadium Authority Credit Agreement. Separately, the existing field seats have generated $27,388.60 in NFL Ticket Surcharge revenue for the Stadium Authority since June 2022, which the Stadium Authority has used for operating expenses. As described above, the NFL Ticket Surcharge is 10% of the Ticket Receipts from NFL Surcharge Games, which does not include StadCo’s revenues (i.e., the 10% is not applied to the full ticket price of a NFL game ticket).

As part of the proposal that went to the Stadium Authority Board for action on June 21, 2022, the Stadium Manager and StadCo projected that the 70 field seats, not inclusive of the ADA/ADA Companion seats, would generate $1,651,953 in revenue over the 30-year life of the SBLs, of which $304,246 would be attributable to NFL Ticket Surcharge.

Staff Analysis and Recommendation
In addition to the analysis provided above regarding the obligations that StadCo has committed to, the following items should also be considered associated with the assignment of SBLs to the 24 field seats: 1) Annual NFL approval / Temporary nature of field seat SBLs, 2) SBL proceeds must be spent on debt repayment, and 3) SBL price point.

Annual NFL Approval / Temporary Nature of Field Seat SBLs As previously shared with the Stadium Authority Board as part of previous field seat agenda reports, the NFL holds full authority to annually review and approve the seating structures prior to each season. The SBL Allocation Agreement provides that the NFL must approve, on an annual basis of the existing 70 field seats (Section 2.1). Any changes to the field seat locations and set up, including the addition of the 24 seats, will require additional NFL approval. The field seat configuration will provide a total of 94 field seats, equivalent to 47 seats in each end zone. At the time of writing this report, StadCo has received the NFL’s conditional approval of the field seats for the 2024 NFL Season.

The temporary nature of the field seats is important to consider as SBL Agreements with SBL Holders require the Stadium Authority to assign a “Comparable Seat” (in terms of field vantage point and access to amenities) or refund the unamortized portion of the SBL, each of which have a life of thirty (30) years, should a SBL Holder’s seat(s) becomes unavailable. If the field seats are removed for any reason, it is unlikely that there will be a relocation option that will be acceptable to the field seat SBL Holders. Accordingly, the Stadium Authority will carry the obligation of refunding the unamortized portion of the SBL to the customer in the event the seats are removed.

The SBL Allocation Agreement’s Exhibit A contains a form SBL Agreement for the field seats, which includes language stating that the seats are subject to the annual approval of the NFL and that the NFL may direct the move, removal, or alteration of the seats without prior warning (Exhibit A, Stadium Builders License Agreement - Sections 2 &11).

The Stadium Authority’s potential SBL refund obligation for the additional field seats will change over time. The potential refund amount adjusts per year if the seats are not available due to 1) the requirement that only the unamortized portion needs to be refunded if there are no Comparable City of Santa Clara Page 5 of 8 Printed on 5/3/2024
powered by Legistar™
24-376 Agenda Date: 5/7/2024
Seats available and 2) the timing of the receipt of payment. Most importantly, since the Stadium Authority is not responsible for paying any costs and expenses related to food and beverage amenities and design, construction, maintenance, and deconstruction for the field seats, the Stadium Authority will always be in a net positive revenue position even if it has to refund unamortized portions of the SBLs to field seat SBL Holders at any point in the future.

SBL Proceeds Must Be Spent on Debt Repayment
As noted above, Section 2.14(d) of the Stadium Authority Credit Agreement requires SBL proceeds to be used for debt repayment upon date of receipt. As such, the Stadium Authority cannot hold on to any SBL revenue from these field seats to be used for any potential refunds if no Comparable Seats are available and would need to find alternative funds (e.g., operational revenues or reserves) to refund the unamortized portion of the SBLs.

SBL Price Point
Staff reviewed and analyzed the Stadium Manager’s proposed SBL price point of $17,500 per seat for the 24 field seats against the following:

1. Existing SBL price point of $17,500 per seat for the original 70 field seat SBLs which are located in the same location (North and South end zones) as the new field seats;

2. Reports provided by the Stadium Authority’s third-party SBL website marketplace, STR Marketplace, LLC, and confirmed that no field seat SBLs have been resold in the third-party marketplace;

3. Pricing of SBLs throughout the Stadium
a. Currently, there are SBLs priced at $6,000 in each end zone directly behind the field seats (e.g. Sections 101-105), and there are SBLs priced at $6,000 to $12,000 in the lower level along the yard lines (at Sections 111, 112, 118 and 119). Those sections do not have Club access.
b. Staff compared the face value of non-field seat SBLs to sales on the STR secondary market reports, over the past two years (April 2022 through February of 2024), and verified that non-field seat SBLs throughout the Stadium are selling at a 5% to 77% discount, with a blended average of approximately a 39% discount to Face Value. This is due in part to the annual depreciating value of the SBL term life.

4. Field seats provide a unique, premier fan experience with close proximity to players on the field compared to other seats in the stadium bowl; however the sightlines from the seats are often considered less attractive than other seating options for two reasons: they are not elevated above the field so the views are often obstructed by camera crews/event staff, and their position in the end zone (rather than along the yard lines) limits the view of the action on the rest of the field; and

5. The additional SBLs would provide additional revenue for debt repayment (SBL principal and interest) and the additional ticket sales associated with the new seats would generate additional operating expenses (NFL Ticket Surcharge).

Based on the review and analysis described above, staff recommends Stadium Authority Board approval of the $17,500 pricing option for the additional 24 field seats and authorizing the Executive Director to execute an Amendment No. to the SBL Allocation Agreement with StadCo to document the parties’ obligations and commitments related to the seats.

City of Santa Clara Page 6 of 8 Printed on 5/3/2024
powered by Legistar™
24-376 Agenda Date: 5/7/2024

ENVIRONMENTAL REVIEW
The potential environmental impacts of the project are addressed within an Environmental Impact Report (EIR) prepared for the development and operation of the stadium and related approvals (“49ers Proposed Stadium, 4900 Centennial Boulevard”) in accordance with the California Environmental Quality Act (CEQA). The EIR analyzes project-level impacts of the stadium including the potential for up to 75,000 seats.

FISCAL IMPACT
The Stadium Manager and StadCo’s proposal to add SBLs priced at $17,500 per seat to 24 field seats based on the assumptions described above projects generating approximately $650,000 in revenue for the Stadium Authority over the life of the SBLs. The $650,000 is made up of $385,000 in SBL Principal, $128,000 in SBL interest from SBLs that are financed over time, and $137,000 in NFL Ticket Surcharge.

As noted above, the Stadium Authority’s obligation for potential SBL refunds for the 24 seats will change over time. The potential refund amount if the seats are not available adjusts per year due to 1) the requirement that only the unamortized portion needs to be refunded if there are no comparable seats available, and 2) the timing of the receipt of the SBL payment. Since the Stadium Authority is not responsible for paying any costs and expenses related to food and beverage amenities and design, construction, maintenance, and deconstruction for the field seats, the Stadium Authority will always be in a net positive revenue position even if it has to refund unamortized portions of the SBLs to field seat SBL Holders at any point in the future. However, as SBL proceeds must be spent on debt payment, the Stadium Authority will need to identify alternative funds (e.g., operational revenues or reserves) to refund the unamortized portion of the field seat SBLs.

If the Stadium Authority Board decides to not assign SBLs (at any price point) to the 24 field seats, the Stadium Authority anticipates receiving approximately $137,000 in NFL Ticket Surcharge from the 24 field seats between 2024 through 2039.

There is a 4% commission associated with the sale of SBLs, which is accounted for in the overall SBL Sales and Services portion of the Stadium Authority FY 2024/25 Operating Budget.

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

ALTERNATIVES

1. Approve the Stadium Manager and StadCo’s recommendation to assign and sell SBLs priced at $17,500 per seat for the proposed additional 24 field seats located in the North and South end zones of Levi’s Stadium;

2. Authorize the Executive Director to execute an Amendment No. 1 to the SBL Allocation City of Santa Clara Page 7 of 8 Printed on 5/3/2024
powered by Legistar™
24-376 Agenda Date: 5/7/2024
Agreement to include the 24 field seats and to extend the annual SBL cutoff date from May 31, 2024 to June 30, 2024 for the corresponding SBLs; or

3. Provide any other direction to staff regarding the potential assignment of SBLs for the additional 24 field seats and authorize the Executive Director, as needed, to negotiate and execute an Amendment No. 1 to the SBL Allocation Agreement that reflects the Stadium Authority Board’s direction, approved as to form by the Stadium Authority Counsel.

RECOMMENDATION

2. Authorize the Executive Director to execute an Amendment No. 1 to the SBL Allocation Agreement to include the 24 field seats and to extend the annual SBL cutoff date from May 31, 2024 to June 30, 2024 for the corresponding SBLs.

Reviewed by: Chuck Baker, Assistant City Manager
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. SBL Allocation Agreement

2. Proposed Amendment No. 1 to the SBL Allocation Agreement

3. Relevant Agreement Provisions
City of Santa Clara Page 8 of 8 Printed on 5/3/2024
powered by Legistar™
{SR734403}
SBL Allocation Agreement Page 1 of 6

SBL ALLOCATION AGREEMENT
Dated as of July 26, 2022
This SBL ALLOCATION AGREEMENT (“Agreement”) is made and entered into as of July 26, 2022, by and between the Santa Clara Stadium Authority, a joint exercise of powers entity, created through Government Code Section 6500 et seq. (“Stadium Authority”) and Forty Niners SC Stadium Company, LLC, a Delaware limited liability company (“StadCo”). Stadium Authority and StadCo collectively are sometimes referred to herein as the “Parties,” and each of Stadium Authority and StadCo individually is sometimes referred to herein as a “Party.”

RECITALS
The purpose of this SBL ALLOCATION AGREEMENT is to specify the Parties agreement on terms for up to and no more than 70 field seats in the Stadium, each and all of which shall be subject to a Stadium Builder’s License (also referred to as “Stadium Builders License”, “SBL” or “SBLs”) Agreement at the discretion of Stadium Authority. Such field seats shall be located in the North end zone and in the South end zone of the Stadium, as presented by StadCo to, and authorized by, the Stadium Authority Board, on June 21, 2022, at a publicly noticed meeting.

Existing Stadium Lease Agreement
A. Stadium Authority and StadCo entered into that certain Stadium Lease Agreement, effective as of March 28, 2012 (“Stadium Lease”), whereby StadCo obtained a leasehold interest from Stadium Authority in the Stadium Site located in Santa Clara County, California.

B. Stadium Authority and StadCo entered into that certain Stadium Lease Agreement, effective as of March 28, 2012, as amended and restated by that certain Amended and Restated Stadium Lease Agreement as of June 19, 2013 (as amended and restated, and as further amended from time to time) (“Existing Stadium Lease Agreement”), whereby StadCo (the “Tenant”) obtained a leasehold interest from Stadium Authority (the “Landlord”) to use and occupy the Stadium for the operation of an NFL franchise, subject to, and on the basis of, the terms, covenants and conditions set forth in the Stadium Lease, and specifically Paragraph 4.6.1 (“Stadium Builder’s Licenses”) and Exhibit D to Exhibit Q, incorporated therein by way of Paragraph 33.16. Capitalized terms used herein which are not defined herein shall have the meanings provided in the Existing Stadium Lease Agreement.

Existing Stadium Operations Agreement
C. The Parties entered into that certain Stadium Operations Agreement, effective as of August 18, 2014 (“Existing Stadium Operations Agreement”), to provide certain standards, procedures, and protocols for the operation of the Stadium, specifically Paragraph 13 (“Annual SBL Cutoff Date”). Capitalized terms used herein which are not defined herein shall have the meanings provided in the Existing Stadium Operations Agreement.

SBL Allocation Agreement
.93;2658Ā/8<479:4Ā1.*Ā.-#"0(/"Ȁ!+-,Ȁ$$" Ȁ),.-Ȁ%/ '(/&#,)!" {SR734403}
SBL Allocation Agreement Page 2 of 6
D. The Parties now desire to establish the terms for up to and no more than 70 (seventy) field seats, which are located in the Stadium and on the Premises as defined in the Existing Stadium Lease Agreement, and that each and all of these field seats shall be subject to a SBL Agreement pursuant to the Parties’ rights provided in Paragraph 4.6.1 of the Existing Stadium Lease Agreement and Paragraph 13 of the Existing Stadium Operations Agreement, specifically, that:
(1) The Stadium Authority invokes said Paragraph 4.6.1 to allocate or otherwise designate the 70 (seventy) field seats located in the North and South endzones in the Stadium, each and all of which shall be subject to a SBL Agreement as provided in Paragraph 4.6.1 of the Existing Stadium Lease Agreement, and to be priced and sold at $17,500 per seat, and otherwise managed as other SBLs, except as further stated herein; (2) The Stadium Authority shall not be responsible for paying the costs and expenses in any way related to any complimentary food and beverage amenities offered or provided to SBL Holders of any of these 70 field seats at Stadium Events, or any other amenities exclusively offered or provided to these SBL Holders, which are not budgeted or otherwise agreed upon by the Parties;
(3) StadCo shall be solely responsible for any design, construction, alteration, capital improvements, maintenance, repairs, replacements, removal, and deconstruction costs associated with these 70 field seats, and thus StadCo waives any right to the same under any existing agreement between the Parties, except to the extent and the foregoing costs result from the negligence or willful misconduct of the Stadium Authority; and (4) As an exception to, and otherwise a waiver of, the provisions of Paragraph 13 of the Existing Stadium Operations Agreement, StadCo agrees to extend the cutoff date to sell unencumbered tickets for any of these 70 field seats, which do not yet have SBL Agreements, from May 31, 2022 to July 31, 2022.

These foregoing objectives of the Parties are subject to, and provide the basis of, the terms, covenants and conditions hereinafter set forth.

AGREEMENT
NOW, THEREFORE, in reliance on the foregoing and in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto and each of them do agree as follows:

1. Recitals; Effective Date.

1.1 Recitals. The provisions of the Recitals above are fully incorporated herein by this reference.
.93;2658Ā/8<479:4Ā1.*Ā.-#"0(/"Ȁ!+-,Ȁ$$" Ȁ),.-Ȁ%/ '(/&#,)!" {SR734403}
SBL Allocation Agreement Page 3 of 6

1.2 Effective Date. Unless otherwise specifically provided herein, all provisions of this SBL Allocation Agreement shall be effective as of the later date of execution set forth under the Parties’ signatures below.

2. Terms Related to the Existing Stadium Lease Agreement

2.1 Annual NFL Approval of the Field Seats. The Parties acknowledge that the National Football League (“NFL”) must approve, on an annual basis, the addition of the up to and no more than 70 (seventy) field seats, which are the subject of this SBL Allocation Agreement (“70 Field Seats”).

2.2. Stadium Authority Approval of 70 Additional SBLs. Pursuant to Paragraph

4.6.1 (Stadium Builder’s Licenses) of the Existing Stadium Lease Agreement, the Stadium Authority possesses the sole and exclusive right to sell, license, or otherwise transfer SBLs and similar instruments and rights with respect to any and all of the manifested seats located in the Stadium, excluding seats located in, or accessible through the Suites, and that the Stadium Authority specifically reserves the right to enter into SBL Agreements over the Term of this Lease with respect to any and all seats located in the Stadium that are not accessible through Suites. Pursuant to Paragraph 4.6.1, therefore, the Stadium Authority now invokes said Paragraph, hereby allocating or otherwise designating all 70 Field Seats described in Paragraph

2.1 above, and the same 70 Field Seats, which may be subsequently approved by the NFL over the duration of the Lease Term, as subject to a SBL Agreement at the discretion of the Stadium Authority. That form SBL Agreement is attached hereto as Exhibit A

2.3 Pricing; SBL Management Services. The Parties agree that the license fee for each SBL for each of the 70 Field Seats shall be $17,500 (Seventeen Thousand Five-Hundred Dollars), unless and until otherwise authorized by the Stadium Authority. The Parties further agree that each SBL for each of the 70 Field Seats shall otherwise be managed consistent with other SBLs as part of the SBL Management Services, specified in the Fourth Amendment to Stadium Management Agreement made and entered into as of March 18, 2014, except as further stated herein. Nothing in this SBL Allocation Agreement is intended to modify, restrict, or limit in anyway any existing right of the Stadium Authority with respect to SBLs, or to enter into a SBL Agreement with respect to any term, whatsoever.

2.4 Amenities Costs. StadCo agrees that it or an affiliate of StadCo shall bear sole responsibility for any and all costs and expenses for the provision of any complimentary food and beverage services offered in the 70 Field Seats at Stadium Events, or any other amenities exclusively provided to the SBL Holders of any and all of the 70 Field Seats, which are not budgeted or otherwise agreed upon by the Parties. The Parties acknowledge that a SBL Holder for any of these 70 Field Seats may be granted access to club space at the Stadium, for which any amenities may be provided, but that in any event StadCo agrees that it or its affiliate shall bear sole responsibility for the costs and expenses of any and all complimentary food and beverage services provided to the 70 Field Seat SBL Holders in such club space. Therefore, Stadium Authority will not be responsible whatsoever for paying any costs and expenses related to any complimentary food and beverage services or any other amenities exclusively provided to the .93;2658Ā/8<479:4Ā1.*Ā.-#"0(/"Ȁ!+-,Ȁ$$" Ȁ),.-Ȁ%/ '(/&#,)!" {SR734403}
SBL Allocation Agreement Page 4 of 6
SBL Holders of any and all of the 70 Field Seats, which are not budgeted or otherwise agreed upon by the Parties.

3. Term Related to the Existing Stadium Operations Agreement

3.1 Annual Cutoff Date. Paragraph 13 of the Existing Stadium Operations Agreement provides that with respect to any seats in the Stadium not subject to a binding SBL Agreement as of May 31 of any calendar year, StadCo shall have the unencumbered right to sell Tickets for such seats for the immediately following NFL Season, and that any SBL Agreement applicable to such seats entered into after May 31 of any calendar year shall be effective only for Non-NFL events, and unless the Parties otherwise agree, subsequent NFL Seasons. For only the 2022 calendar year, the Parties mutually agree to extend, or otherwise waive, this May 31 deadline, through July 31 for each of the 70 Field Seats.

4. Capital Costs for the 70 Field Seats. StadCo shall bear sole responsibility for any and all costs and expenses related to any design, construction, alteration, improvement, maintenance, repair, replacement, removal, and deconstruction of the 70 Field Seats in the Stadium, which are described at Paragraph 2.1 above. StadCo waives any right to recover or seek reimbursement from Stadium Authority for any and all such current and future capital related costs and expenses for these 70 Field Seats, and agrees that such costs and expenses shall be solely borne by StadCo, except to the extent such costs and expenses result from the negligence or willful misconduct of the Stadium Authority.

5. Indemnification. The Parties affirm that the 70 Field Seats have always been and shall be located in the Stadium, and therefore as part of the Premises, which is subject to the indemnification provisions of Paragraph 23.8 of the Existing Stadium Lease Agreement.

6. Compliance with All Applicable Laws. StadCo shall, in the performance of this SBL Allocation Agreement, and throughout the Lease Term, comply with all Applicable Laws.

7. Miscellaneous.

7.1 Ratification; Dispute Resolution. Except as expressly modified by this SBL Allocation Agreement, all of the terms, conditions, and provisions of the Existing Stadium Lease Agreement, the Existing Stadium Operations Agreement, and the Parties’ Management Agreement shall remain in full force and effect, are hereby ratified, confirmed, and incorporated herein as if set forth fully herein. Consistent with the foregoing, the Parties shall resolve disagreements under this SBL Allocation Agreement in accordance with the Dispute Resolution Procedures specified in the Existing Stadium Lease Agreement.

7.2 Conflict. To the extent the terms of the Existing Stadium Operations Agreement and this SBL Allocation Agreement are materially inconsistent, the terms of this SBL Allocation Agreement shall control.

7.3 No Implied Waivers. No waiver by a Party of any term, obligation, condition or provision of this SBL Allocation Agreement shall be deemed to have been made, whether due to .93;2658Ā/8<479:4Ā1.*Ā.-#"0(/"Ȁ!+-,Ȁ$$" Ȁ),.-Ȁ%/ '(/&#,)!" {SR734403}
SBL Allocation Agreement Page 5 of 6
any course of conduct, continuance or repetition of non-compliance, or otherwise, unless such waiver is expressed in writing and signed and delivered by the Party granting the waiver, nor shall any forbearance by either Party to seek a remedy for any breach by the other Party be a waiver by such party of any rights or remedies with respect to such or any subsequent breach. No express waiver shall affect any term, obligation, condition or provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated.

7.4 Entire Agreement. This SBL Allocation Agreement contains the entire agreement of the Parties with respect to the subject matter hereof. It is understood that there are no oral agreements between the Parties affecting the Existing Stadium Lease Agreement, the Existing Stadium Operations Agreement, or any agreement between the Parties, as hereby amended. It is further understood that this SBL Allocation Agreement supersedes and cancels any and all previous negotiations, representations, agreements and understandings, if any, between the Parties and their respective agents with respect to the subject matter thereof, and none shall be used to interpret or construe the Existing Stadium Lease Agreement, the Existing Stadium Operations Agreement, or any other agreement between the Parties.

7.5 Authority. Each signatory of this SBL Allocation Agreement represents hereby that he or she has the authority to execute and deliver it on behalf of the party hereto for which such signatory is acting.

7.6 Counterparts. This SBL Allocation Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. This SBL Allocation Agreement may be executed by a Party's signature transmitted by facsimile ("fax") or by electronic mail in portable document format ("pdf'), and copies of this SBL Allocation Agreement executed and delivered by means of faxed or pdf signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. All Parties hereto may rely upon faxed or pdf signatures as if such signatures were originals. Any Party executing and delivering this SBL Allocation Agreement by fax or pdf shall promptly thereafter deliver a counterpart of this SBL Allocation containing said party's original signature. All Parties hereto agree that a faxed or pdf signature page may be introduced into evidence in any proceeding arising out of or related to this SBL Allocation Agreement as if it were an original signature page.
.93;2658Ā/8<479:4Ā1.*Ā.-#"0(/"Ȁ!+-,Ȁ$$" Ȁ),.-Ȁ%/ '(/&#,)!" {SR734403}
SBL Allocation Agreement Page 6 of 6
IN WITNESS WHEREOF, the Parties have entered into this SBL Allocation Agreement, effective as of the day and year provided herein.

SANTA CLARA STADIUM AUTHORITY,
a joint exercise of powers entity, created through Government Code Section 6500 et seq.

APPROVED AS TO FORM:
___________________________ ___________________________ JAMES C. SANCHEZ RAJEEV BATRA
Stadium Authority Counsel Executive Director
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

___________________, 2022
Date approved by the
Stadium Authority Board

FORTY NINERS SC STADIUM COMPANY, LLC,
a Delaware limited liability company
By: ___________________________
Name: Brent Schoeb
Title: Chief Revenue Officer
4949 Marie P DeBartolo Way
Santa Clara, CA 95054
Telephone: (408) 562-4949
Fax Number: (408) 727-4937
.93;2658Ā/8<479:4Ā1.*Ā.-#"0(/"Ȁ!+-,Ȁ$$" Ȁ),.-Ȁ%/ '(/&#,)!"

EXHIBIT A
to

FIELD SEAT SBL

ALLOCATION

AGREEMENT
DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912

STADIUM BUILDERS LICENSE AGREEMENT
Agreement Date: ____________________
Licensee (Company/Individual): ___________________________________________________________ Phone Nos. (Day) _______________________ (Evening): __________________________________ Contact Person: _______________________ Fax No. ____________________________________ Address: ______________________________ E-Mail Address: ____________________________ ______________________________
______________________________ Account No.: ____________________________ SECTION: ____________________
ROW: ____________________
SEAT(S): ____________________
STADIUM BUILDERS LICENSE: This Stadium Builders License Agreement (the “License Agreement”) sets forth and describes the terms and conditions of one or more Stadium Builders License(s) (or “SBL(s)”) which shall be granted to the Licensee named above (“Licensee”) by the Santa Clara Stadium Authority (the “Stadium Authority” and “Licensor”) upon (i) execution by Forty Niners Stadium Management Company LLC, the exclusive contractor for the Stadium Authority for the sale of SBLs (“Stadium Manager”) and (ii) acceptance and execution of this License Agreement by the Stadium Authority, as described below. Certain capitalized terms used in this License Agreement have the meanings given to those terms in the Terms and Conditions attached hereto as Exhibit C.

RIGHTS TO TICKETS: Licensee shall have the rights during the term of this License Agreement (i) to purchase annually from the Team the 49ers Season Tickets for each Seat described above, (ii) to purchase from time to time from Event Organizers, one ticket per SBL for Events which take place in the Stadium and (iii) to those amenities described in Exhibit D, all subject to the Terms and Conditions. For convenience only, and subject to the Terms and Conditions, attached to this License Agreement as Exhibit A is a diagram of the Stadium with the anticipated location of the Seat(s). The actual location of the Seat(s) may vary from the section, row and seat number(s) listed above.

LICENSE FEE: For and in consideration of its rights hereunder, Licensee agrees to pay to the order of Stadium Manager prior to acceptance hereof by the Stadium Authority, and to the order of the Stadium Authority or the Stadium Authority’s designee, as applicable, following acceptance hereof by the Stadium Authority (any such payee, as the circumstances require, the “Applicable Payee”), a License Fee for each SBL and all amenities attendant thereto (allocated in accordance with the Stadium Authority’s reasonable discretion to the SBL) in the amount indicated in Exhibit B attached hereto. The License Fee shall be paid in one or more installments in accordance with the terms and conditions set forth in Exhibit B.

LICENSE AGREEMENT: Licensee acknowledges and agrees to be bound by this License Agreement, including all Exhibits to this License Agreement. In addition, Licensee agrees to observe all rules, regulations, and policies promulgated from time to time and pertaining to use of the Seat(s) and attendance at Team Games and Events, including any modifications thereto that may be adopted from time to time.

EFFECTIVENESS: When signed by Licensee and Stadium Manager, this License Agreement will be a binding obligation of Licensee, enforceable against Licensee in accordance with its terms, and Licensee will have no right to terminate or cancel this License Agreement. Stadium Manager is a party to, and has executed, this License Agreement for the limited purpose of acknowledging Licensee’s payment of the License Fee (or, if the License Fee is payable in installments, the portion of the License Fee that is due on or after the Agreement Date, but prior to acceptance by the Stadium Authority) and affirming Stadium Manager’s obligations under this Paragraph. This License Agreement is subject to final approval and acceptance by the Stadium Authority, in its sole discretion. Stadium Manager shall not deliver the License Fee (or such portion thereof DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912

Page 2 of 2 ends

as Licensee has paid) to the Stadium Authority unless and until the Stadium Authority has accepted and approved this License Agreement and evidenced its acceptance and approval by execution of this License Agreement where indicated below. From and after execution of this License Agreement by both Licensee and Stadium Manager, unless and until this License Agreement is terminated, Stadium Manager shall not market or sell to any other party any SBL(s) relating to the Seat(s) referenced above. If the Stadium Authority declines to approve and accept this License Agreement, then this License Agreement shall be deemed terminated and all sums paid by Licensee shall be refunded by Stadium Manager to Licensee, without interest. Upon the final approval and acceptance hereof by the Stadium Authority and Stadium Manager’s delivery of the License Fee (or such portion thereof as Licensee has paid) to the Stadium Authority or the Stadium Authority’s designee, as applicable, Stadium Manager shall have no further liability or obligations to Licensee hereunder.

EXHIBITS ATTACHED: Exhibit A—Stadium Diagram
Exhibit B—SBL Payment Terms
Exhibit C—Terms and Conditions
Exhibit D—Amenities
LICENSEE:

By:

Name:

Title:

Date:

STADIUM MANAGER:

FORTY NINERS STADIUM MANAGEMENT
COMPANY LLC, a Delaware limited liability
company
By:

Name:

Title:

Date:

STADIUM AUTHORITY:

SANTA CLARA STADIUM AUTHORITY,
a California Joint Powers Authority
By:

Name:

Title:

Date:

You will receive a countersigned copy of this License Agreement for your records.

DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit A

EXHIBIT A

STADIUM DIAGRAM

DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit B, Page 1

EXHIBIT B

SBL PAYMENT TERMS
The total consideration (the “License Fee”) to be paid by Licensee (sometimes also referred to in this Exhibit B as “you” and/or “your”) to the Stadium Authority (sometimes also referred to in this Exhibit B as “Licensor”) or to the Stadium Authority’s designee, as applicable, for the SBL(s) to be granted pursuant to this License Agreement, and the terms of payment thereof, are as follows: Please mark an “X” in the blank space of the selected option. Licensee should then sign and complete the selected option below.
____ A. Single Payment: Total License Fee Amount: $____________ submitted to Stadium Manager, which Stadium Manager acknowledges has been received.
____ B. Short-Term SBL Payment Schedule:
(i) Total License Fee Amount: $_________________
(ii) Concurrently with Licensee’s execution of this License Agreement, a down payment of:
$_______________ (50% of License Fee) submitted to Stadium Manager, which Stadium Manager acknowledges has been received.
(iii) On March 1, 2023: $___________ (50% of License Fee) Licensee hereby acknowledges and agrees that it has been given the opportunity to purchase the SBL(s) for the immediate payment of the License Fee amount set forth above, and that Licensee has instead agreed to purchase the SBL(s) through installment payments made over time, without the payment of finance charges.

Licensee promises to make the remaining payment to the order of the Applicable Payee. Licensee shall make such payment at the address provided by the Applicable Payee. Licensee shall make such payment on or before the date and in the amount shown in the above Payment Schedule. Licensee may make payment early, without penalty. ____ C. Long-Term SBL Payment Schedule:
(i) Total License Fee Amount: $______________
(ii) Concurrently with Licensee’s execution of this License Agreement, a down payment of:
$____________ (10% of License Fee) submitted to Stadium Manager, which Stadium Manager acknowledges has been received.
(iii) The balance of $________________ (the “Amount Financed”) to be financed and paid as provided herein below and which shall be subject to finance charges.

Please see below for illustrative consumer disclosures regarding the terms of your payment obligations under this License Agreement.

DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit B, Page 2

LICENSE AGREEMENT PAYMENT DISCLOSURE
LICENSOR: Santa Clara Stadium Authority LICENSEE: ___________________ 1500 Warburton Ave. Santa Clara, CA 95050 Address: _______________________ Date that the Amount Financed shall commence being subject to finance charges: March 1, 2023.

ANNUAL

PERCENTAGE
RATE
(The cost of your
credit
as a yearly rate)

FINANCE
CHARGE
(The dollar amount
the
credit will cost you)
Amount Financed
(The amount of
credit provided
to you or on your
behalf)
Total of Payments
(The amount you
will have paid after
you have made all
payments as
scheduled)
Total Sale Price
(The total cost of this
credit purchase,
including your down
payment(s)
of $______________)

8.5% $________ $________ $________ $________
Your payment schedule will be:

Number of payments Amount of payments When payments are due 10 March 1, 2023 and every March 1 of each
following year
PREPAYMENT: Licensee has the right to make any payment early. Licensee will not pay a prepayment charge in connection with any prepayment.

ADDITIONAL INFORMATION: Licensee should refer to the other provisions of this License Agreement for information about nonpayment and default and down payment refund policies.

ITEMIZATION OF THE AMOUNT FINANCED
Itemized Charges:

1. Total Cash Price

2. Cash Down Payment

3. Unpaid Balance of Cash Price (Amount Financed)

4. Finance Charge

5. Total of Payments
(-)
(=)
(+)
(=)
$____________________
$____________________
$____________________
$____________________
$____________________
Licensee hereby acknowledges and agrees that it has been given the opportunity to purchase the SBL(s) for the immediate payment of the License Fee amount set forth above and that Licensee has instead agreed to purchase the SBL(s) through installment payments made over time and subject to a finance charge, all as provided herein. The finance charge is computed on a simple-interest basis.

Licensee promises to pay the Total of Payments to the order of the Applicable Payee. Licensee shall make installment payments at the address provided by the Applicable Payee. Licensee shall make such payments on the dates and in the amounts shown in the above Payment Schedule.

If Licensee has selected the credit card method of payment in the down payment form provided in connection with this License Agreement, Licensee hereby authorizes the Applicable Payee to charge the credit card account indicated thereon (or a replacement account, if it is necessary that one be provided by Licensee) on the above dates for the installment payments relating to Licensee’s SBL(s) purchase on each date that payment is due (or, as necessary, on the next succeeding business day).

DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit B, Page 3
NOTICE TO LICENSEE:

Do not sign this License Agreement before you read it or if it contains any blank spaces to be filled in. You are entitled to a completely filled-in copy of this License Agreement. You may at any time pay the full remaining portion of the Amount Financed under this License Agreement together with finance charges accrued through the payment date. If you desire to pay off in advance the full remaining portion of the Amount Financed (with accrued finance charges, if any), such outstanding amount will be furnished to you upon your request to the Stadium Authority.

If Licensor does not enforce its rights every time or upon any particular breach or default of this License Agreement, Licensor can still enforce them later. Federal law and California law apply to this License Agreement. Licensee does not have to pay finance charges or other amounts that are more than the law allows.

Any change to this License Agreement must be in writing, and each such writing must be signed by both Licensor and Licensee. Licensor can mail any notice to Licensee at Licensee’s last address in Licensor’s records.

NOTICE:

LICENSOR HAS RESERVED THE RIGHT TO ASSIGN THIS LICENSE AGREEMENT AS DESCRIBED HEREIN. ANY ASSIGNEE/LICENSOR OF THIS LICENSE AGREEMENT IS

SUBJECT TO ALL CLAIMS AND DEFENSES WHICH LICENSEE COULD HAVE ASSERTED AGAINST THE LICENSOR WHICH EFFECTED THE ASSIGNMENT HEREOF.

RECOVERY HEREUNDER BY THE LICENSEE AGAINST AN ASSIGNEE/LICENSOR

SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO SUCH
ASSIGNEE/LICENSOR UNDER THE TERMS OF THIS LICENSE AGREEMENT.

YOU SHOULD KEEP YOUR COPY OF THIS LICENSE AGREEMENT WITH YOUR RECORDS, AS IT SETS FORTH THE TERMS AND CONDITIONS OF THIS TRANSACTION.

Licensee agrees to pay Licensor a reasonable fee of up to $15.00 for each returned check. Licensor can add such fee to the amount(s) Licensee owes under this License Agreement or collect such fee separately. If Licensee has chosen to make payments for the SBL(s) using a credit card, Licensee promises to provide updated credit card account information to the Applicable Payee should Licensee’s credit card account cease to be valid after the Agreement Date.

Licensee acknowledges and agrees that any failure to comply with the terms of this License Agreement, including the failure to make any payment in accordance with the applicable Payment Schedule, may constitute a default under the terms of this License Agreement. Upon Licensee’s default, Stadium Manager and/or the Stadium Authority shall have all rights and remedies set forth in the Terms and Conditions, including but not limited to the termination of the SBL(s). Upon termination of the SBL(s) for Licensee’s default hereunder, no amount(s) paid by Licensee hereunder shall be refundable or payable to Licensee.

Any subsequent sale by Licensor of an SBL(s) associated with the Seat(s) identified in this License Agreement following the termination hereof is not a resale of such SBL(s), but is instead the creation of one or more new SBLs for the benefit of a different licensee.

The undersigned Licensee hereby acknowledges that before signing this License Agreement, Licensee has received a legible, completely filled-in copy of this License Agreement and Licensee has read it in its entirety. ___________________________________________ ______________________________ Licensee’s Signature Date
DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 1

EXHIBIT C

TERMS AND CONDITIONS

1. DEFINED TERMS. Certain capitalized terms used in this License Agreement shall have the meanings set forth below. Additional terms are defined elsewhere in this License Agreement. (a) “49ers Season Ticket(s)” means season tickets for each Seat for all Team Games to be played in the Stadium in a particular annual NFL season. Tickets for Team Games that are postseason NFL playoff games may be distributed separately, subject to separate pricing and time constraints, but are considered a part of the 49ers Season Ticket(s).
(b) “Agreement Date” means the date on which this License Agreement has been signed by Licensee and Stadium Manager, as set forth on the first page of this License Agreement. (c) “Comparable Seat(s)” shall have the meaning set forth in Section 5(c) of this Exhibit C. (d) “Event(s)” means concerts, sporting events and similar types of stadium functions to which tickets will be made available to the general public, excluding Team Games and other NFL games. The term “Events” does not include private parties and corporate or other functions that are not available to the general public.
(e) “Event/Game” means any Event held or Team Game played at the Stadium. (f) “Event Organizer(s)” means the sponsor of an Event at the Stadium that has the right to sell tickets to an Event pursuant to a contract directly or indirectly with the Stadium Authority. If the Stadium Authority itself sells tickets to an Event, the Stadium Authority will be considered the Event Organizer for that particular Event.
(g) “License Agreement” means this Stadium Builders License Agreement and all of the Exhibits attached hereto.
(h) “Licensee’s Guests” means all persons permitted by Licensee (whether by Licensee’s express permission, acquiescence, or otherwise) to use tickets to any Event/Game which Licensee has the right to purchase under this License Agreement.
(i) “Life of the Stadium” means for so long as the Stadium is used for Events/Games; provided that, if at some time following the thirtieth (30th) anniversary of the date of the first Event/Game, the Stadium undergoes a renovation or rebuilding that costs in excess of $300,000,000, then “Life of the Stadium” shall not include the period from and after such renovation. (j) “NFL” means the National Football League.
(k) “SBL” means the rights of the Licensee under this License Agreement. (l) “Seat(s)” means the seat or seats associated with the SBL(s), as indicated on the first page of this License Agreement, subject to relocation to Comparable Seat(s) as provided herein; upon such relocation the Comparable Seat(s) shall be, in all respects, the “Seat(s)” associated with the SBL(s) under this License Agreement.
(m) “Stadium” means the stadium located in Santa Clara, California, and owned by the Stadium Authority. (n) “Stadium Authority” means the Santa Clara Stadium Authority, a California joint powers authority. (o) “Stadium Manager” means Forty Niners Stadium Management Company LLC, acting as exclusive contractor for the Stadium Authority for the sale of SBLs.

DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 2
(p) “Team” means, as the circumstances may require, the entity that is the owner and operator of the San Francisco 49ers professional football team and/or such professional football team. (q) “Team Game(s)” means any preseason or regular season NFL games or postseason NFL playoff games (excluding Super Bowl games) played by the Team in the Stadium, in which the Team is designated as the home team by the NFL. The term “Team Game(s)” does not include any games played by the Team that are designated by the NFL as a Team home game but that are scheduled to be played at a location other than the Stadium, including, by way of example, games scheduled to be played in a foreign country.

2. GRANT OF SBL; TERM. For and in consideration of the payment of the License Fee, Licensee will receive the number of SBL(s) set forth in this License Agreement, each of which shall entitle Licensee to purchase certain tickets to Events held in the Stadium and 49ers Season Tickets, as provided in Section 4 of this Exhibit C and otherwise in accordance with the terms and conditions set forth in this License Agreement. Annual approval of the placement of the Seat(s) by the NFL is a condition precedent to Stadium Authority's performance under this Agreement and is subject to Section 11, below. Each SBL shall, subject to earlier termination as provided herein, remain in effect for the Life of the Stadium. If, after the expiration of the Life of the Stadium, the Stadium Authority sells new stadium builder’s licenses or seat licenses of any kind that would entitle the holder to (i) purchase season tickets to Team Games and (ii) priority to purchase tickets for other Events at the newly renovated Stadium, then the Stadium Authority shall offer you the first right to purchase such licenses for the Seats, or if a renovation results in a different configuration, then the Stadium Authority shall use reasonable efforts to offer you licenses for comparable seats. This License Agreement gives Licensee rights of personal privilege only and does not under any circumstance give or grant to Licensee any leasehold, title, interest or other rights of any kind in any specific real or personal property.

3. SBL PAYMENTS. Unless and until the Stadium Authority has accepted and approved this License Agreement, all License Fees shall be deposited and held by Stadium Manager in a segregated account containing only License Fees. Upon final approval and acceptance of this License Agreement by the Stadium Authority, the License Fees will be remitted by Stadium Manager as directed by the Stadium Authority and thereafter may be used by the Stadium Authority as it determines, but only in connection with the development, construction and operation of the Stadium.

4. LICENSEE RIGHTS AND OBLIGATIONS.
(a) 49ers Season Tickets. Except as provided herein, Licensee will have the right to purchase from the Team annually, at a price determined each year by the Team, 49ers Season Tickets for the Seat or Seats; provided, however, that Licensee acknowledges that if Licensee fails to purchase 49ers Season Tickets in any year by the payment deadline imposed by the Team for such year, Licensee’s right to purchase 49ers Season Tickets will terminate as set forth in Section 7 of this Exhibit C. (b) Events. Subject to the limitations described herein, Licensee will have a priority right to purchase from the Event Organizers one (1) ticket per SBL for each Event at the Stadium before such tickets are marketed and sold by the Event Organizer to the general public; provided, however, that that the Stadium Authority (i) makes no guarantee to Licensee regarding the availability of tickets to a particular Event and (ii) may authorize the Event Organizer of any Event(s) (including but not limited to charitable, religious, civic or political Events) to reserve tickets for promotional or other purposes that will not be offered (or will not be offered on any priority basis) to the holders of SBLs and/or to the general public.

Stadium seating is subject to re-configuration for different Events, and an Event Organizer may offer fewer tickets to a particular Event than there are SBLs. Therefore, Licensee does not have the right to purchase tickets for the Seat(s) or any particular seats in the Stadium. An Event Organizer may, in the Event Organizer’s and Stadium Manager’s discretion, elect to offer the holders of SBLs the right to purchase tickets on an Event by Event basis or to any series of Events.

Except as expressly provided in this paragraph or in Exhibit D to this License Agreement, the SBL(s) do not include the right to purchase tickets or season tickets to any NFL games other than Team Games, or to the games of any other established amateur or professional sports (including NFL) team which may in the future use the Stadium as its home stadium or to any Olympic events that may take place at the Stadium. The Stadium Authority (or its agent, an affiliate or a successor) may sell seat licenses for the opportunity to buy tickets (including season tickets) to such additional team’s (or teams’) home games at the Stadium, and tickets (including season tickets) for such games may be sold without seat licenses. In either case, Licensee will have an opportunity to purchase those licenses and/or tickets (as applicable) DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 3
after a team’s existing season ticket holders and waitlist members, and the residents of the City of Santa Clara, have had an opportunity to purchase such licenses and/or tickets, but before such licenses and/or tickets are otherwise offered for sale to the general public. (c) Rights Under License. The limited rights granted to Licensee under this License Agreement include a right to purchase tickets as described herein, and subject to the terms, conditions and limitations set forth herein. The SBL(s) does not entitle Licensee to: (i) admission to any Team Games played at the Stadium, (ii) admission to any Events or functions held at the Stadium, (iii) a reduction or discount in the price of tickets to Team Games or Events, or (iv) an equity or ownership interest in the Stadium or any part thereof. The Stadium Authority through its agent(s) will make reasonable efforts to incorporate, in all relevant agreements with the Team and Event Organizers, the obligation to comply with the SBL ticketing priority for Games/Events held at the Stadium during the term of this License Agreement; provided, however, the Stadium Authority will have no liability for the Team’s or Event Organizer’s failure to comply with such SBL ticketing requirements.
(d) Transfers. Except for a Permitted Transfer, Licensee may not assign, sell, sublease, pledge, mortgage or otherwise transfer (a “Transfer”) any SBL without the prior written consent of the Stadium Authority, which approval will not be unreasonably withheld.
(i) A “Permitted Transfer” is any of the following, provided, that the prospective transferee has never been barred from entering, or removed from, the Stadium or any other stadium, ballpark or arena venue:
(1) A Transfer required due to an occurrence of a circumstance beyond the control of Licensee, such as death or disability or similar event as determined by the Stadium Authority;
(2) In the case of Licensees that are natural persons, a Transfer to a grandparent, parent, stepparent, spouse (including to an ex-spouse in connection with a divorce), registered domestic partner (including to an ex-partner in connection with a termination of the domestic partnership), sibling, child, stepchild, grandchild, or great grandchild; or (3) In the case of Licensees that are entities, a Transfer to (A) an entity resulting from a merger or consolidation with Licensee, (B) an entity succeeding to all or substantially all of the business or assets of Licensee, or (C) an entity controlled by, controlling, or under common control with Licensee.
(ii) Attempted Transfer Without Consent; Frequency of Transfers. Any attempted Transfer without the consent of the Stadium Authority, other than a Permitted Transfer, shall be considered a default by Licensee and will give the Stadium Authority the right, at its sole option, to terminate this License Agreement. If the Stadium Authority terminates this License Agreement, the Stadium Authority may sell a new SBL(s) associated with the Seat(s) on terms and conditions established by the Stadium Authority in its sole discretion and without any compensation to Licensee. Licensee acknowledges and agrees that any subsequent sale by Licensor of an SBL(s) associated with the Seat(s) identified in this License Agreement following the termination hereof is not a resale of such SBL(s), but is instead the creation of one or more new SBLs for the benefit of a different licensee. If the Stadium Authority does not exercise its right to terminate the SBL(s), the Stadium Authority may elect to record the Transfer of the SBL(s) to the intended transferee upon receipt of the applicable transfer fee and acceptance of the executed transfer form required by the Stadium Authority. It shall not be unreasonable for the Stadium Authority to withhold approval of any proposed transfer if the SBL has been previously transferred in the same calendar year, unless such Transfer is a Permitted Transfer. (iii) Completion of a Transfer. No Transfer of any SBL, including any Permitted Transfer, will be complete or recognized by the Stadium Authority if Licensee is in default of the terms of this License Agreement nor until (1) Licensee and Licensee’s prospective transferee have applied to the Stadium Authority for the Transfer of the SBL(s) on the form required by the Stadium Authority; (2) Licensee or Licensee’s prospective transferee has paid to the Stadium Authority or its contracted agent(s) the applicable contractual transfer fee established by the Stadium Authority or its agent(s); (3) Licensee has performed all obligations (including, but not limited DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 4
to, payment obligations) under the SBL(s) that have previously accrued, unless the Stadium Authority has permitted the assignment of all such Licensee obligations to the transferee; and (4) the Stadium Authority has recorded the Transfer of the SBL(s) on the records maintained by the Stadium Authority for those purposes. The form of application required by the Stadium Authority will contain the prospective transferee’s agreement to assume and perform the obligations of Licensee under this License Agreement accruing on and after the date of the Transfer. No Transfer (including a Permitted Transfer) of the SBL(s) will release Licensee from Licensee’s obligations under this License Agreement unless the Stadium Authority expressly releases Licensee in writing. Once Licensee completes the Transfer of its SBL(s), Licensee will no longer have any rights under this License Agreement.

5. RIGHTS RESERVED BY LICENSOR. The Stadium Authority expressly reserves the following rights:
(a) The right to exercise all rights at law or in equity, or as granted under this License Agreement, including those rights in connection with a default by Licensee hereunder, which rights expressly include the termination of this License Agreement.
(b) The right to check Licensee’s creditworthiness in connection with the SBL(s) and this License Agreement; Licensee hereby authorizes the Stadium Authority and its contractors, agents, designees, successors and assigns to access Licensee’s credit reports at any time during the period commencing on the Agreement Date and ending on the date that no amount of the License Fee (including applicable finance charges, if any) remains outstanding.
(c) The right to improve, alter, restore, expand, or enlarge the Stadium, any amenity area, any seating area or any other portion of the Stadium, as determined by the Stadium Authority in its sole discretion. If, in connection with any such action, the Stadium Authority relocates or reconfigures the Stadium seating or any amenity area(s), the Stadium Authority reserves the right to re-designate the specific locations of seats and to modify the assignment of specific seats to SBLs. If the Stadium Authority determines that any such modification is necessary, the Stadium Authority will endeavor to assign to an affected SBL a seat that is comparable to, in terms of field vantage point and access to amenities, the seat that was assigned to the SBL prior to the relocation or reconfiguration, all as determined by the Stadium Authority in its sole discretion and without regard to the original License Fee amount (each such Seat, a “Comparable Seat”). In the event the Stadium Authority notifies Licensee that there is no Comparable Seat(s), then Licensee shall have the right to terminate this License Agreement upon notice to the Stadium Authority, in which event the Stadium Authority shall, within sixty (60) days following such notice of termination, return to Licensee the Unamortized Portion of the License Fee. For purposes of this License Agreement, an SBL will be assumed to have a life of thirty (30) years and the applicable amortization will be straight-line (e.g., if an SBL with an initial cost of $20,000 (paid in full) is terminated after three (3) years, the Licensee would receive a refund in the amount of $18,000; such amount, the “Unamortized Portion of the License Fee”).
(d) The right to assign, pledge as collateral, encumber, transfer, sell, or lease all or any part of the Stadium Authority’s right, title, or interest in and to the Stadium and its appurtenant facilities. (e) The right to assign, pledge as collateral, mortgage, encumber, transfer, or sell all or any part of the rights and obligations of the Stadium Authority and of Licensee under this License Agreement to one or more third parties, who may succeed to all or any part of the rights of the Stadium Authority under this License Agreement.

6. USE OF STADIUM AND SEAT(S). Licensee will have access to the Stadium and, if applicable, the Seat(s), only upon presentation of a ticket(s) for admission to any Event/Game. Licensee and Licensee’s Guests will be bound by and must observe the terms and conditions upon which tickets for admission to the Stadium have been issued, including but not limited to any policy adopted with respect to the cancellation, re-scheduling, or postponement of Team Games or Events. In addition, Licensee and Licensee’s Guests must at all times maintain proper decorum while using the Seat(s) and in and about the Stadium and must abide by the applicable governmental regulations, laws, ordinances, rules, and regulations and by the policies, rules, and regulations that may be adopted from time to time by the Stadium Authority, the Team, Event Organizers and their respective representatives, agents, tenants, subtenants, employees, corporate affiliates and contractors (collectively, “Stadium Parties”) pertaining to the Stadium. Licensee acknowledges that the Team and Event Organizers may adopt policies, rules, and regulations independently from the Stadium Authority relating to Licensee’s attendance at Team Games and Events and that DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 5
a violation of any of such policies, rules, and regulations may, in the discretion of the Stadium Authority, also constitute a violation of this License Agreement. Licensee will be responsible for any violations of this License Agreement by Licensee’s Guests. Licensee and Licensee’s Guests may be required, as a condition to entry into the Stadium, to submit to a search for prohibited items. Without limiting the foregoing, Licensee specifically agrees that neither it nor any of Licensee’s Guests will:
(a) bring into the Stadium any alcoholic or intoxicating beverage, any illegal drug, or, except as prescribed to the treated person by a physician, any controlled substance; (b) permit the Seat(s) or any seat or area of the Stadium to be used for any illegal or otherwise improper or objectionable purpose, or unduly disturb, obstruct, or interfere with the rights of any other licensees or ticket holders;
(c) film or record for transmission, or transmit from the Seat(s) or the Stadium all or any portion of any Event/Game, or any description thereof, by any means (including, but not limited to, radio, television, or internet broadcasting, whether distributed live or by means of film, tape, digital, streaming, or other technology); or
(d) tolerate or permit the use of the Seat(s) in violation of this License Agreement, including this Exhibit C, or create any nuisance or take any action that either diminishes hazard insurance coverage for the Stadium or increases the premium payable for that insurance.

7. FAILURE TO BUY 49ERS SEASON TICKETS. If Licensee does not purchase 49ers Season Tickets for the Seats by the payment deadline specified each year by the Team, Licensee’s SBL(s) will not terminate, but Licensee’s right to purchase 49ers Season Tickets for the Seat(s) will terminate, and Licensee will have no rights to buy 49ers Season Tickets associated with the Seat(s) for the current NFL season and all NFL seasons that follow, and neither the Stadium Authority nor the Team will have any further obligation or liability to Licensee with regard to the sale of 49ers Season Tickets whatsoever. Thereafter, the Stadium Authority shall have the right to sell a new SBL(s) for the Seat(s) (with the right to purchase 49ers Season Tickets) to any other person or party. Licensee will retain priority to purchase tickets for Events at the Stadium, which are not guaranteed for any specific Seat(s), for the remainder of the term of the SBL(s), in accordance with the provisions of Section 4(b) of this Exhibit C.

8. DEFAULT. If Licensee fails to pay when due any License Fee or portion thereof, or any finance charge thereon, under this License Agreement, or otherwise defaults in the performance of any of Licensee’s duties and obligations under this License Agreement, then the Stadium Authority may, at its option, after providing written notice to Licensee and a ten (10) day opportunity to cure (if such default is curable):
(a) withhold distribution of tickets to Licensee, authorize the Team or other Event Organizers to withhold distribution of tickets to Licensee, or otherwise deny Licensee access to the Stadium for Events/Games until the default is cured (if such default is curable); and/or (b) terminate all rights of Licensee under this License Agreement.

Notwithstanding the foregoing, Licensee acknowledges and agrees that the failure to maintain proper decorum and abide by the policies, rules, and regulations that may be adopted from time to time by the NFL, the Stadium Authority, the Team and Event Organizers are non-curable defaults, and the Stadium Authority’s notice is for the sole purpose of notifying Licensee of such breach and termination.

Licensee acknowledges and agrees that upon Licensee's default under this License Agreement and the termination of the SBL(s) by the Stadium Authority, no amount(s) paid by Licensee hereunder shall be refundable or payable to Licensee. If the Stadium Authority, the Team or any Event Organizer withholds the distribution of tickets for any Event/Game due to a default of Licensee, the Stadium Authority, the Team or the Event Organizer may release, reissue, sell, give, use for its own use, or otherwise transfer the tickets for such Event/Game on terms and conditions established by the Stadium Authority, the Team or any Event Organizer (as the case may be) in its sole discretion, without any compensation to Licensee. After termination of Licensee’s SBL(s), the Stadium Authority will thereafter, at any time, have the right to sell one or more new SBL(s) for the related Seat(s) to any other person or party with no further obligation or liability to Licensee whatsoever.

The foregoing remedies are not to the exclusion of any other right or remedy of the Stadium Authority set forth in this License Agreement or otherwise available at law or in equity. Licensee is responsible for all attorneys’ fees DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 6
and costs incurred by the Stadium Authority in the enforcement of this License Agreement, whether or not litigation is actually commenced.

No waiver by the Stadium Authority of any default or breach by Licensee of its obligations under this License Agreement will be construed to be a waiver or release of any other subsequent default or breach by Licensee under this License Agreement, and no failure or delay by the Stadium Authority in the exercise of any remedy provided for in this License Agreement will be construed a forfeiture or waiver thereof or of any other right or remedy available to the Stadium Authority.

9. STRIKES, DAMAGES, DESTRUCTION, ETC.
(a) In the event of any damage to or destruction of the Stadium due to an act of God, natural disaster, contamination, act of terrorism or other force majeure, Licensor shall have no obligation hereunder to repair such damage or rebuild the Stadium. If Licensor elects not to repair the damage or rebuild the Stadium, and the Stadium is no longer used for Events/Games, this License Agreement shall terminate as of the date of such damage or destruction, no portion of the License Fee will be returned to Licensee, and Licensor shall have no further liability under this License Agreement. (b) In the event of an act of God, natural disaster, contamination, pandemic, order from any governmental entity, act of terrorism or other force majeure that renders the Seat(s) damaged, destroyed or otherwise unusable, and Licensor is unable to repair or replace or otherwise make usable the Seat(s) in a reasonable period of time, Licensor shall endeavor to provide Licensee a Comparable Seat(s) until the Seat(s) is repaired or replaced or otherwise made usable. If the Stadium Authority notifies Licensee that there is no Comparable Seat(s), or that the Seat(s) cannot be made usable, then Licensee’s right to purchase 49ers Season Tickets for the Seat(s) shall terminate as of the date of such damage or destruction. So long as the Stadium is thereafter used for Events, Licensee will retain priority to purchase tickets for Events at the Stadium for the remainder of the term of the SBL(s), in accordance with the provisions of Section 4(b) of this Exhibit C.
(c) Licensor will not be liable for, and Licensee will not assert any deduction, set off or claim of any nature against Licensor for, any act or omission of or any breach or default by any Stadium Party or concessionaire. Licensee will be bound by the terms and conditions established from time to time by each Stadium Party for cancellation or postponement of any Event/Game. Licensor will have no responsibility or liability to Licensee on account of any cancellation or postponement or other failure or deficiency in the conduct of any Event/Game, including but not limited to any cancellation on account of any strike or other labor disturbance, or order from a governmental entity, or any condition in or around the Stadium. Neither the Team nor the Event Sponsor will have any liability on account thereof except as otherwise expressly set forth on the tickets issued to Licensee. Notwithstanding the foregoing, and only in the event Section 5(c) of this Exhibit C applies, the Unamortized Portion of the License Fee may be returned to Licensee.

10. ASSUMPTION OF RISK; INDEMNIFICATION.
(a) Neither the Stadium Parties nor Stadium Manager nor their respective officers, owners, directors, employees, and agents (collectively, the “Indemnitees”) will be liable to Licensee or responsible for, and Licensee for itself and each of Licensee’s Guests assumes, all risk for any loss, damage, or injury to any person or to any property of Licensee or Licensee’s Guests in or around the Stadium (including the parking lots) arising out of, during, or related to their attendance at any Event/Game at the Stadium resulting from any cause whatsoever, including, but not limited to, theft and vandalism, incidents involving other patrons, the consumption of alcoholic beverages by other patrons, injury from thrown or dropped objects, and spills of food or beverages, regardless of whether the personal injury or property damage was caused by or results from, in whole or in part, the negligence or other fault of any Indemnitee, whether sole, joint, active or passive, excepting only those damages, costs or expenses attributable (and only to the extent attributable) to the gross negligence or willful misconduct of an Indemnitee, and then only with respect to such Indemnitee. Licensee hereby agrees to assume all responsibility and liability for the consumption of alcoholic beverages by Licensee and Licensee’s Guests at the Stadium, and for the conduct and behavior of Licensee and Licensee’s Guests. (b) LICENSEE AGREES TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNITEES FROM

AND AGAINST ANY LIABILITY, LOSSES, CLAIMS, DEMANDS, COSTS, AND EXPENSES, INCLUDING DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 7
ATTORNEYS’ FEES AND LITIGATION EXPENSES, ARISING OUT OF OR RELATED TO (I) ANY VIOLATION OF

THIS LICENSE AGREEMENT OR OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR ORDERS, (II) THE

USE OF ALCOHOL IN OR AROUND THE STADIUM (INCLUDING THE PARKING LOTS) BY LICENSEE OR ANY OF LICENSEE’S GUESTS, (III) THE CONDUCT OR BEHAVIOR OF LICENSEE AND LICENSEE’S GUESTS,

AND/OR THE USE OF THE SEATS OR THE STADIUM (INCLUDING THE PARKING LOTS) BY LICENSEE OR LICENSEE’S GUESTS, AND (IV) ANY PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN OR AROUND THE STADIUM (INCLUDING THE PARKING LOTS) IN CONNECTION WITH LICENSEE’S OR LICENSEE’S GUESTS’ USE OF THE STADIUM (INCLUDING THE PARKING LOTS) OR OCCUPANCY OF THE

SEAT(S), REGARDLESS OF WHETHER THE PERSONAL INJURY OR PROPERTY DAMAGE WAS CAUSED BY OR

RESULTS FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OR OTHER FAULT OF ANY INDEMNITEE,

WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, EXCEPTING FROM THIS INDEMNITY ONLY THOSE

DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE (AND ONLY TO THE EXTENT ATTRIBUTABLE) TO THE

GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE AND ONLY WITH RESPECT TO SUCH INDEMNITEE.
(c) Licensee acknowledges that, although none of the Indemnitees (other than Stadium Manager for the limited period and purposes described herein and the Stadium Authority after acceptance) is a party to this License Agreement, each such Indemnitee is an express third-party beneficiary of this Section 10 of Exhibit C of this License Agreement and will directly or indirectly receive the benefit of, and may enforce as if a party to this License Agreement, the provisions of this Section 10 of Exhibit C.

11. CONSTRUCTION/ALTERATION.
(a) Licensee acknowledges that the Seat(s) are subject to annual approval by the NFL, and that the NFL may direct the move, removal, or other alteration of the Seat(s) without prior warning. The Stadium Authority reserves the right, in the case of construction or design necessity, any Federal, State or local law, ordinance or regulation, NFL regulation or directive, damage or destruction (whether whole or partial) or other event rendering the Seat(s) unusable, renovation, reconstruction or obsolescence, to alter or change the design or configuration of the Stadium, including any change in the location of each of the Seat(s), which changes may affect the original association of the Seat(s) with the SBL(s). Licensee acknowledges and agrees that, in the event of any change or alteration of seat locations within the Stadium, or removal of the Seat(s) for any period of time, the Stadium Authority may, in its discretion, provide Licensee with a Comparable Seat(s). In the event the Stadium Authority notifies Licensee that there is no Comparable Seat(s), then Licensee shall have the right to terminate this License Agreement upon notice to the Stadium Authority, in which event the Stadium Authority shall, within sixty (60) days following such notice of termination, return to Licensee the Unamortized Portion of the License Fee.

12. REPRESENTATIONS AND AGREEMENTS OF LICENSEE. Licensee hereby acknowledges, agrees, represents and warrants as follows:
(a) Licensee has read and understands the terms of this License Agreement and all Exhibits to this License Agreement, including this Exhibit C.
(b) Licensee is not acquiring any SBL as an investment and has no expectation of profit as an owner of the SBL.
(c) Licensee is acquiring the SBL(s) solely for the right to attend Events/Games as provided in this License Agreement and to enjoy the Stadium amenities provided by the Stadium Authority. (d) Licensee is acquiring the SBL(s) for its own use and not with a view to the distribution, transfer, or resale of the SBL(s) to others.
(e) The rights licensed under this License Agreement are rights of personal privilege and do not under any circumstances confer upon Licensee any interest or estate in real property or any leasehold or possessory interest in the Seat(s) or the Stadium.
(f) Licensee will not have any equity or other ownership interest in the Stadium Authority or the Stadium or any of the Stadium’s facilities and will not have any rights to dividends or other distribution rights from the Stadium Authority or any other party or entity described in this License Agreement as a result of being a licensee of an SBL, and further will not have any voting rights with respect to any Stadium Authority matters as a result of being a licensee of an SBL.

DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 8
(g) Licensee acknowledges that the transfer of an SBL is restricted and that an SBL is subject to termination under certain conditions, including those described in this License Agreement. (h) Licensee acknowledges that all or a portion of the License Fee(s) will be available to the Stadium Authority to pay for the construction, development and operation of the Stadium and will not be used for any investment purpose whatsoever (except temporary investment of proceeds during such construction period pending expenditure for such construction).
(i) Licensee acknowledges that neither Stadium Manager nor the Stadium Authority nor any other party has made any representations, warranties, or covenants other than as set forth in this License Agreement. (j) Licensee acknowledges that this License Agreement may be subject to disclosure as a public record. (k) Licensee has full authority and capacity to enter into and sign this License Agreement and carry out its terms and conditions, and, when signed by Licensee, this License Agreement will be a binding obligation of Licensee, enforceable against Licensee in accordance with its terms.

13. MISCELLANEOUS.
(a) All notices, demands and other communications between the parties required or appropriate under this License Agreement must be in writing and will be deemed given to: (i) Licensee, if mailed, postage prepaid, to the addresses set forth for Licensee in this License Agreement, or to another address as may be designated by Licensee to the Stadium Authority, from time to time, as provided in this Section 13(a), or if sent by electronic mail in the event Licensee has consented to such method of delivery, and (ii) the Stadium Authority (or, prior to final approval and acceptance by the Stadium Authority, Stadium Manager), if mailed, by certified or registered mail, postage prepaid, return receipt requested to the addresses set forth for the Stadium Authority (or, to the extent applicable, Stadium Manager) in this License Agreement, or to another address as may be designated by the Stadium Authority to Licensee, from time to time, in writing. The initial mailing address of the Stadium Authority is as follows: Santa Clara Stadium Authority, 1500 Warburton Ave. Santa Clara, CA 95050. (b) Licensee acknowledges and agrees that upon any assignment of this License Agreement by the Stadium Authority (other than for the benefit of a secured party solely in connection with a financing and prior to any foreclosure upon the assignee/secured party’s interest herein as a result of an uncured default of the Stadium Authority thereunder), the Stadium Authority will be automatically and fully released from, and the Stadium Authority’s assignee will be responsible for, all obligations and liabilities of the Stadium Authority under this License Agreement.
(c) THIS LICENSE AGREEMENT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE

WITH ALL APPLICABLE FEDERAL LAWS AND THE LAWS OF THE STATE OF CALIFORNIA

AND CALLS FOR PERFORMANCE IN SANTA CLARA COUNTY, CALIFORNIA, AND

JURISDICTION AND VENUE FOR ANY DISPUTES ARISING OUT OF OR RELATED TO THIS

LICENSE AGREEMENT WILL EXCLUSIVELY LIE IN THE FEDERAL AND STATE COURTS

LOCATED IN SANTA CLARA COUNTY, CALIFORNIA, WITHOUT REGARD TO ANY OTHER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.
(d) This License Agreement, and all the terms and provisions hereof, inure to the benefit of and are binding upon the parties to this License Agreement and, subject to the provisions of Section 4(d) of this Exhibit C, their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. No amendment or modification to this License Agreement will be effective unless it is in writing and signed by both the Stadium Authority and Licensee.
(e) Licensee agrees to pay all taxes associated with entering into this License Agreement and holding the SBL(s) and the underlying tickets (including, but not limited to, any admissions taxes), whether presently imposed or imposed in the future by any taxing authority. (f) The Stadium Authority and Licensee agree that they may rely upon an electronic copy of this License Agreement executed by the other. In that regard, and in order to facilitate execution hereof, this License Agreement may be executed in one or more counterparts as may be convenient or required, and an executed copy of this License Agreement delivered by facsimile or electronic mail transmittal or by other electronic communication will have the effect of an original, executed instrument. All counterparts of DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 9
this License Agreement will collectively constitute a single instrument; but, in making proof of this License Agreement, it will not be necessary to produce or account for more than one counterpart hereof.

Each signature page to any counterpart of this License Agreement may be detached from the counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart of this License Agreement identical thereto except having attached to it additional signature pages. (g) If any provision or provisions, or if any portion of any provision or provisions, in this License Agreement is or are ultimately determined by a court of law to be in violation of any local, state or federal law, or public policy, and if such court shall declare such portion, provision or provisions of this License Agreement to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of the Stadium Authority and Licensee that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this License Agreement shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained herein, and that the rights, obligations and interests of the Stadium Authority and Licensee under the remainder of this License Agreement shall continue in full force and effect, unless the amount of the License Fee or other charges payable hereunder is thereby decreased, in which event the Stadium Authority may terminate this License Agreement. (h) This License Agreement, including these Terms and Conditions and the other Exhibits attached and incorporated thereto and hereto, contains the entire agreement of the parties with respect to the matters provided for therein and herein, and supersedes any written instrument or oral agreement previously made or entered into by the parties to this License Agreement or any SBL plan offered by the Stadium Authority and/or its agents, specifically including, but not limited to, any advertising, visual presentations, marketing materials, brochures, order forms, and surveys distributed (in any form) by the Stadium Authority and/or its agents.
_______________ ___________
Licensee’s Initials Date
DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit C, Page 10

AFFIRMATIVE CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS

CONCERNING YOUR STADIUM BUILDER LICENSE(S)
The Licensee executing this consent in the space below (“You”) acknowledges that any of the Stadium Parties (collectively, “We” or “Us”) may want to contact You regarding the SBL(s) or notify You of conditions, events and promotions relating to the Stadium. Our contact with You may involve sending You e-mails or other electronic communications. In order to ensure that We have obtained Your affirmative consent to receive these communications, You agree as follows:

1. You agree that We can send e-mail and other electronic communications to You at the e-mail address set forth below. You agree to promptly inform Us of any change to Your e-mail address or other addresses. You agree that We can rely upon the information concerning the electronic addresses You have provided to Us.

2. We may send communications to You concerning the following subjects:
a. Changes in the times or other details of any Team Games or Events; b. Security procedures and policies, and any security alerts; c. Parking, traffic, or other transportation issues relating to the Stadium; d. Special Events (such as concerts and sporting events) scheduled at the Stadium; e. Information relating to the SBL(s), such as special offers, including any right to purchase tickets to Events;
f. Offers for affiliated products and services; and
g. Other special circumstances in which We may need to contact You.

We will use commercially reasonable efforts to provide accurate information to You and to ensure that the information is delivered to You. However, We cannot guarantee that all communications are error-free or that the messages will in fact be delivered.

3. You may revoke Your agreement to receive e-mail and other electronic communications from Us by making a request, either by using the unsubscribe function in the message You receive from Us or by advising SCSA in writing at the address provided in this License Agreement (or such updated address as the Stadium Authority shall provide from time to time). Note that if You revoke your authorization, You may not receive important information from Us concerning the SBL(s).

4. This consent does not change any other agreement between You and the Stadium Parties.

Agreed to:

By: ___________________________
Name: _________________________
Email Address: _______________________
DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Exhibit D

EXHIBIT D
AMENITIES – CLUB SEATS
• Cushioned seats that are roomier than general admission seats. • Access to Club space designated by Stadium Manager.
• Right to purchase a reserved VIP parking space in a preferred parking lot in the vicinity of the Stadium for each Team Game per each account (up to four (4) SBLs purchased) pursuant to this Agreement. The location of the VIP parking is subject to change from time to time. Licensee may also be entitled to purchase parking passes for other Stadium Events for which it has purchased admission tickets, as determined by the Event Sponsor. • Priority right to purchase tickets, before such tickets are marketed and sold to the general public, to certain Events at the Stadium, such as season tickets to an amateur or professional sports team (other than another NFL team) which may in the future use the Stadium as its home stadium, subject to the Terms and Conditions. _______________ _________
Licensee’s Initials Date
DocuSign Envelope ID: DC32F8E2-1ACB-4420-9BDC-5E078E63B912 Amendment No. 1 to SBL Allocation Agreement Page 1
AMENDMENT NO. 1

TO THE SBL ALLOCATION AGREEMENT

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the Santa Clara Stadium Authority, a joint exercise of powers entity, created through Government Code Section 6500 et seq. (“Stadium Authority”) and Forty Niners SC Stadium Company LLC, a Delaware limited liability company (“StadCo”). Stadium Authority and StadCo may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “SBL Allocation Agreement", dated July 26, 2022 (Agreement);
B. The Parties entered into the Agreement for the purpose of specifying the Parties’ agreement on terms for up to and no more than 70 field seats (“Original 70 Field Seats”) in Levi’s Stadium, each of which shall be subject to a Stadium Builder’s License (also referred to as “Stadium Builders License”, “SBL” or “SBLs”) Agreement at the discretion of the Stadium Authority. Such field seats are located in the North endzone and South endzone of the Stadium as presented by StadCo to, and authorized by, the Stadium Authority Board, on June 21, 2022, at a publicly noticed meeting; and
C. The Parties now wish to amend the Agreement to include terms for up to and no more than an additional 24 field seats (“Additional 24 Field Seats”) in the North endzone and South endzone of Levi’s Stadium, as presented by StadCo to, and authorized by the Stadium Authority Board, on May 7, 2024, at a publicly noticed meeting. With the Additional 24 Field Seats, the Agreement will specify the Parties’ agreement on terms for up to and no more than 94 (ninety-four) field seats in Levi’s Stadium, each of which shall be subject to a Stadium Builder’s License at the discretion of the Stadium Authority.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section D of the Agreement, entitled “SBL Allocation Agreement” is amended to read as follows:

D. The Parties now desire to establish the terms for up to and no more than 94 field seats, which are located in the Stadium and on the Premises as defined in the Existing Stadium Lease Agreement, and that each and all of these field seats Amendment No. 1 to SBL Allocation Agreement Page 2
shall be subject to a SBL Agreement pursuant to the Parties’ rights provided in Paragraph 4.6.1 of the Existing Stadium Lease Agreement and Paragraph 13 of the Existing Stadium Operations Agreement, specifically, that:
(1) The Stadium Authority invokes said Paragraph 4.6.1 to allocate or otherwise designate the 94 (ninety-four) field seats located in the North and South endzones in the Stadium, each and all of which shall be subject to a SBL Agreement as provided in Paragraph 4.6.1 of the Existing Stadium Lease Agreement, and to be priced and sold at $17,500 per seat, and otherwise managed as other SBLs, except as further stated herein; (2) The Stadium Authority shall not be responsible for paying the costs and expenses in any way related to any complimentary food and beverage amenities offered or provided to SBL Holders of any of these 94 field seats at Stadium Events, or any other amenities exclusively offered or provided to these SBL Holders, which are not budgeted or otherwise agreed upon by the Parties; (3) StadCo shall be solely responsible for any design, construction, alteration, capital improvements, maintenance, repairs, replacements, removal, and deconstruction costs associated with these 94 field seats, and thus StadCo waives any right to the same under any existing agreement between the Parties, except to the extent and the foregoing costs result from the negligence or willful misconduct of the Stadium Authority;
(4) As an exception to, and otherwise a waiver of, the provisions of Paragraph 13 of the Existing Stadium Operations Agreement, StadCo agrees to extend the cutoff date to sell unencumbered tickets for the Original 70 Field Seats, which do not yet have SBL Agreements, from May 31, 2022 to July 31, 2022; and (5) Additionally, as an exception to, and otherwise a waiver of, the provisions of Paragraph 13 of the Existing Stadium Operations Agreement, StadCo agrees to extend the cutoff date to sell unencumbered tickets for the Additional 24 Field Seats, which do not yet have SBL Agreements, from May 31, 2024 to June 30, 2024.

2. Section 2.1 of the Agreement, entitled “Annual NFL Approval of the Field Seats” is amended to read as follows:

2.1. Annual NFL Approval of the Field Seats. The Parties acknowledge that the National Football League (“NFL”) must approve, on an annual basis, the addition of the up to and no more than 94 (ninety-four) field seats, which are all the subject of this SBL Allocation Agreement (“94 Field Seats”).

3. Section 2.2 of the Agreement, entitled “Stadium Authority Approval of 70 Additional SBLs” is amended to read as follows:

Amendment No. 1 to SBL Allocation Agreement Page 3

2.2. Stadium Authority Approval of 94 Additional SBLs. Pursuant to Paragraph 4.6.1 (Stadium Builder’s Licenses) of the Existing Stadium Lease Agreement, the Stadium Authority possesses the sole and exclusive right to sell, license, or otherwise transfer SBLs and similar instruments and rights with respect to any and all of the manifested seats located in the Stadium, excluding seats located in, or accessible through the Suites, and that the Stadium Authority specifically reserves the right to enter into SBL Agreements over the Term of the Stadium Lease with respect to any and all seats located in the Stadium that are not accessible through Suites. Pursuant to Paragraph 4.6.1, therefore, the Stadium Authority now invokes said Paragraph, hereby allocating or otherwise designating all 94 Field Seats described in Paragraph 2.1 above, and the same 94 Field Seats, which may be subsequently approved by the NFL over the duration of the Lease Term, as subject to a SBL Agreement at the discretion of the Stadium Authority. That form SBL Agreement is attached hereto as Exhibit A.

4. Section 2.3 of the Agreement, entitled “Pricing; SBL Management Services” is amended to read as follows:

2.3. Pricing; SBL Management Services. The Parties agree that the license fee for each SBL for each of the 94 Field Seats shall be $17,500 (Seventeen Thousand Five-Hundred Dollars), unless and until otherwise authorized by the Stadium Authority. The Parties further agree that each SBL for each of the 94 Field Seats shall otherwise be managed consistent with other SBLs as part of the SBL Management Services, specified in the Fourth Amendment to Stadium Management Agreement made and entered into as of March 18, 2014, except as further stated herein. Nothing in this SBL Allocation Agreement is intended to modify, restrict, or limit in anyway any existing right of the Stadium Authority with respect to SBLs, or to enter into a SBL Agreement with respect to any term, whatsoever.

5. Section 2.4 of the Agreement, entitled “Amenities Costs” is amended to read as follows:

2.4. Amenities Costs. StadCo agrees that it or an affiliate of StadCo shall bear sole responsibility for any and all costs and expenses for the provision of any complimentary food and beverage services offered in the 94 Field Seats at Stadium Events, or any other amenities exclusively provided to the SBL Holders of any and all of the 94 Field Seats, which are not budgeted or otherwise agreed upon by the Parties. The Parties acknowledge that a SBL Holder for any of these 94 Field Seats may be granted access to club space at the Stadium, for which any amenities may be provided, but that in any event StadCo agrees that it or its affiliate shall bear sole responsibility for the costs and expenses of any and all complimentary food and beverage services provided to the 94 Field Seat SBL Holders in such club space. Therefore, Stadium Authority will not be responsible whatsoever for paying any costs and expenses related to any complimentary food and beverage services or any other amenities exclusively provided to the Amendment No. 1 to SBL Allocation Agreement Page 4
SBL Holders of any and all of the 94 Field Seats, which are not budgeted or otherwise agreed upon by the Parties.

6. Section 3.1 of the Agreement, entitled “Annual Cutoff Date” is amended to read as follows:

3.1 Annual Cutoff Date. Paragraph 13 of the Existing Stadium Operations Agreement provides that with respect to any seats in the Stadium not subject to a binding SBL Agreement as of May 31 of any calendar year, StadCo shall have the unencumbered right to sell Tickets for such seats for the immediately following NFL Season, and that any SBL Agreement applicable to such seats entered into after May 31 of any calendar year shall be effective only for NonNFL events, and unless the Parties otherwise agree, subsequent NFL Seasons.

For only the 2022 calendar year, the Parties mutually agree to extend, or otherwise waive, this May 31 deadline, through July 31 for each of the Original 70 Field Seats. For only the 2024 calendar year, the Parties mutually agree to extend, or otherwise waive, this May 31 deadline through June 30 for each of the Additional 24 Field Seats.

7. Section 4 of the Agreement, entitled “Capital Costs for the 70 Field Seats” is amended to read as follows:

4. Capital Costs for the 94 Field Seats. StadCo shall bear sole responsibility for any and all costs and expenses related to any design, construction, alteration, improvement, maintenance, repair, refurbishment, replacement, removal, and deconstruction of the 94 Field Seats in the Stadium, which are described at Paragraph 2.1 above. StadCo waives any right to recover or seek reimbursement from Stadium Authority for any and all such current and future capital related costs and expenses for these 94 Field Seats, and agrees that such costs and expenses shall be solely borne by StadCo, except to the extent such costs and expenses result from the negligence or willful misconduct of the Stadium Authority.

8. Section 5 of the Agreement, entitled “Indemnification” is amended to read as follows:

5. Indemnification. The Parties affirm that the 94 Field Seats have always been and shall be located in the Stadium, and therefore as part of the Premises, which is subject to the indemnification provisions of Paragraph 23.8 of the Existing Stadium Lease Agreement.

9. The Parties acknowledge and affirm that because the 94 Field Seats are temporary in nature, neither Party can guarantee that such seats will be available for the life of the Stadium. In the event the 94 Field Seats are removed for any reason, the Parties acknowledge and agree that there may not be a relocation option acceptable to the SBL holder. The Stadium Authority shall be responsible Amendment No. 1 to SBL Allocation Agreement Page 5
for any refund of the unamortized portion of the SBL due to the SBL holder in the event that any of the 94 Field Seats are removed.

10.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.

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.

SANTA CLARA STADIUM AUTHORITY
a joint exercise of powers entity
Approved as to Form: Dated:

GLEN R. GOOGINS
Stadium Authority Counsel
JŌVAN D. GROGAN
Executive Director
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“STADIUM AUTHORITY

FORTY NINERS SC STADIUM COMPANY, LLC
a Delaware limited liability company
By (Signature):

Name:

Title:

Telephone: ( )
Fax: ( )
“STADCO”
Relevant Agreement Provisions for SBL Proposal
Stadium Lease Agreement

4.6.1 Stadium Builder’s Licenses
As owner of the Stadium, the Stadium Authority possesses the sole and exclusive right to sell, license, or otherwise transfer SBLs and similar instruments and rights with respect to any and all of the manifested seats located in the Stadium (i.e., seats available and intended for sale to the general public), but excluding seats located in, or accessible through, the Suites. Prior to the Effective Date of this Lease, the Stadium Authority commenced marketing of SBLs and has entered into various SBL Agreements. The Stadium Authority specifically reserves the right to enter into SBL Agreements over the Term of this Lease with respect to any and all seats located in the Stadium, including the right to resell any SBLs that are terminated in accordance with the provisions of the SBL Agreement. Tenant agrees that, in the marketing and sale of Tickets to NFL Games and, following the Tenant Season Expansion Date, Non-NFL Events, Tenant will offer such Tickets to the SBL Holders, as and to the extent provided in the SBL Agreement. Subject to the terms and conditions of the Stadium Lease Documents, including without limitation, the provisions of Paragraph 7.3.1 of this Lease, Tenant shall also be responsible to make available to SBL Holders the amenities described in Exhibit D to each such SBL Agreement to the extent applicable to NFL Events, including providing a complimentary buffet to certain SBL Holders during NFL Games; provided, however, that the Stadium Authority shall, within thirty (30) days following receipt of an invoice therefor, reimburse Tenant for all costs and expenses incurred by Tenant in providing any such complimentary buffets. In no event shall Tenant have any obligations under any seat licenses sold, transferred or licensed by the Stadium Authority other than licenses issued to Persons pursuant to the SBL Agreement ("Other Seat Licenses"), nor shall any Other Seat Licenses affect Tenant's rights or increase Tenant's obligations under this Lease, nor shall Tenant be bound by the agreements made by the Stadium Authority in any such Other Seat Licenses, without Tenant's prior written approval, which approval may be granted or withheld in Tenant's sole and absolute discretion.

Credit Agreement

2.14(d) SBL Proceeds
On or after the date of Substantial Completion, on the date of receipt by Borrower of any net Cash proceeds relating to the sale of SBLs, Borrower shall prepay the Term Loans, and the remaining Term Loan Commitment shall be permanently reduced, as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such proceeds.

Stadium Operations Agreement

13. Annual SBL Cutoff Date.

As provided in Paragraph 4.6.1 of the Stadium Lease, Tenant Agrees that, in the marketing and sale of Tickets to NFL Games, Tenant will offer such Tickets to the SBL Holders, as and to the extent provided in their respective SBL Agreement. However, the Stadium Authority and Tenant agree that, with respect to any seats in the Stadium not subject to a binding SBL Agreement as of May 31 of any calendar year, Tenant shall have the unencumbered right to sell Tickets for such seats for the immediately following NFL Season, and any SBL Agreement applicable to such seats entered into after May 31 of any calendar year shall be effective only for Non-NFL Events and, unless the Parties otherwise agree, subsequent NFL Seasons.

Fourth Amendment to the Stadium Management Agreement

2.6.18 On behalf of the Stadium Authority and not on behalf of StadCo, make recommendations to the Stadium Authority with respect to facilitation of a secondary market for SBLs, monitor and manage any agreements entered into by the Stadium Authority with respect thereto, and coordinate with Legends to transition responsibility from Legends to the Stadium Manager for managing both sold and unsold SBLs upon termination of the SBL Sales Agreement. In addition, from and after the termination of the SBL Sales Agreement: (i) maintain appropriate records of the holder of each SBL, (ii) monitor transfers of SBLs, and, where Stadium Authority approval is required, make recommendations to the Stadium Authority with respect thereto, (iii) oversee the marketing of any unsold or defaulted SBLs in accordance with the direction of the Stadium Authority; (iv) administer and enforce the terms and conditions of the SBLs, (v) manage the provision of services specified in the SBLs; (vi) invoice, collect, account for and distribute the amounts payable under SBL agreements; and (vii) provide information to StadCo, the Team and the sponsors of any Non-NFL Events as reasonably required to enable each of them to fulfill their obligations to the holders of SBLs. The services described in this Section 2.6.18 are hereinafter referred to as the "SBL Management Services".

Non-Relocation Agreement

5.1 NFL Ticket Surcharge
During the Surcharge Term, Team shall collect, on the Stadium Authority's behalf, the NFL Ticket Surcharge for all NFL Surcharge Games and shall deliver to Stadium Authority all collected NFL Ticket Surcharges for each such NFL Surcharge Game within ten (10) days after the game is played. Team shall have the right to provide complimentary Tickets to NFL Surcharge Games and any such complimentary Tickets shall not be subject to the NFL Ticket Surcharge. For the avoidance of doubt, Ticket Receipts shall not include, and no NFL Ticket Surcharge shall be required to be collected with respect to, any of StadCo's Revenues as described in ARTICLE IV of the Team Sublease.

Team Sublease

4.1.2 StadCo’s Revenues.

Subject to the terms of the Stadium Lease, StadCo shall exclusively own and possess all StadCo’s Concession Revenues, Premium Seating Premiums, StadCo’s Advertising Revenue, parking revenues from Forty Niners Events and other Forty-Niners related activities, and any other revenues of the operations of the Stadium which are not specifically and expressly included in Forty Niners Revenues pursuant hereto (collectively, “StadCo’s Revenues”). As used herein, “Premium Seating Premiums” means the premiums received pursuant to and/or in connection with the sale of tickets for any Premium Seating for any Forty Niners Event and/or other Forty Niners-related activities, as determined in accordance with NFL Rules and Regulations. The nonpremium portion of the revenues received from the sale of such tickets shall constitute Forty Niners Revenues.

In the event the Stadium Authority exercises the Stadium Authority Put Right resulting in the Tenant Season being the entire Lease Year, StadCo shall receive and retain under the terms of the Stadium Lease certain additional use, occupancy and other rights (the “Expanded Use Rights”) under the Stadium Lease. Notwithstanding such an event and any other provision of this Sublease, the sublease and assignment to Forty Niners under this Sublease shall not be expanded during the remainder of the Term so as to include any assignment or other conveyance to Forty Niners of any Expanded Use Rights, except as may be set forth in an amendment to this Sublease provided in accordance with the terms of this Sublease. For the avoidance of doubt, to the extent that any portion of the sublease to Forty Niners and/or the assignment of rights to Forty Niners made hereunder had otherwise been in effect on a full-Lease Year basis prior to the Stadium Authority’s exercise of the Stadium Authority Put Right (such as Forty Niners’ limited full-Lease Year use and occupancy of the Forty Niners Spaces as described above), the same would be unaffected by the Stadium Authority’s exercise of the Stadium Authority Put Right.

Stadium Builder’s License Agreement

5. Rights Reserved By Licensor
The Stadium Authority expressly reserves the following rights:
(c). The right to improve, alter, restore, expand or enlarge the Stadium, any amenity area, any seating area or any other portion of the Stadium, as determined by the Stadium Authority in its sole discretion. If, in connection with any such action, the Stadium Authority relocates or reconfigures the Stadium seating or any amenity area(s), the Stadium Authority reserves the right to re-designate the specific locations of seats and to modify the assignment of specific seats to SBLs. If the Stadium Authority determines that any such modification is necessary, the Stadium Authority will endeavor to assign to an affected SBL a seat that is comparable to, in terms of field vantage point and access to amenities, the seat that was assigned to the SBL prior to the relocation or reconfiguration, all as determined by the Stadium Authority in its sole discretion and without regard to the original License Fee amount (each such Seat, a “Comparable Seat”). In the event the Stadium Authority notifies Licensee that there is no Comparable Seat(s), then Licensee shall have the right to terminate this License Agreement upon notice to the Stadium Authority, in which event the Stadium Authority shall, within sixty (60) days following such notice of termination return to the Licensee the Unamortized Portion of the License Fee. For purposes of this License Agreement, an SBL will be assumed to have a life of thirty (30) years and the applicable amortization will be straight-line (e.g., if an SBL with an initial cost of $20,000 (paid in full) is terminated after three (3) years, the Licensee would receive a refund in the amount of $18,000.00; such amount, the “Unamortized Portion of the License Fee”).

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-35 Agenda Date: 5/7/2024

REPORT TO COUNCIL

SUBJECT
Action Authorizing the City Manager to Negotiate and Execute an Agreement with Vendor(s) for the Purchase of High Voltage Circuit Breakers to be Funded by the Electric Utility Capital Fund

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In November 2019, Silicon Valley Power (SVP) management met to discuss the strategic priorities for SVP and identified that the City would experience significant electric load growth requiring SVP to develop a capital improvement strategy. Staff determined the need of developing both near-term and long-term strategies to accommodate approved growth and develop the necessary infrastructure plan options.

On October 13, 2020, the City Council authorized the City Manager to execute master service agreements with several engineering consultant firms to support SVP in system expansion, general consulting services, and plan implementation services (RTC # 20-854).

On April 6, 2021, staff presented a comprehensive review of upcoming load growth and capital projects to the City Council as part of the SVP Quarterly Report. The presentation concluded with the next steps, including the preparation of a system growth strategy to be presented at a future City Council meeting.

On September 28, 2021, the City Council accepted SVP’s Three-Year System Growth Plan Strategy (RTC # 21-871). This plan identified $300 million in proposed projects for both near-term and longterm capital improvement projects needed to support anticipated system growth and to replace endof life equipment for system reliability.

On April 5, 2022, the City Council adopted Resolution # 22-9069 adding new and updated connection and load development fees for SVP (RTC # 22-449). Additionally, on April 19, 2022, the City Council adopted Resolution # 22-9081 adopting the City of Santa Clara 2022/23 Municipal Fee Schedule, which included new and updated connection fees and load development fees, effective July 1, 2022 (RTC # 22-99). These fees were further updated for fiscal year 2023/24 by adoption of Resolution 23 -9221 on April 18, 2023. Such fees and their corresponding increases are intended to maintain fees at cost recovery levels necessary to support electric load growth.

On November 15, 2022 (RTC # 22-1172), the City Council accepted SVP’s System Expansion Plan for the California Independent System Operator’s Transmission Planning Process FY2023/24 (SVP System Expansion Plan California Independent System Operator (CAISO) TPP FY2023/24). The City of Santa Clara Page 1 of 4 Printed on 5/3/2024
powered by Legistar™
24-35 Agenda Date: 5/7/2024
purpose of this process is to project SVP’s load growth over the next ten years and apply it to an electric system model to simulate load growth impacts on SVP’s electric system.

On May 9, 2023, the City Council adopted Resolution # 23-9223 regarding the City’s intent to issue tax-exempt electric system bonds for reimbursement of expenditures for certain capital improvement projects for SVP (RTC # 23-104), including load growth projects and associated equipment and material purchases.

On July 18, 2023, staff presented an update on these key near-term projects necessary for system growth to the City Council as part of the SVP Quarterly Update (RTC # 23-757). At the same meeting, the City Council approved amendments to several master service agreements including increases to cumulative maximum compensation (RTC # 23-737).

A critical element of the necessary load growth noted in these City Council actions is the need to purchase long lead items to support the system expansion projects. On October 10, 2023, the City Council authorized the purchase of up to 12 high voltage transformers from HD Hyundai Electric America Corporation with a total not-to-exceed amount of $81,392,908 (RTC # 23-122). This report now seeks authorization for the purchase of high voltage circuit breakers to be installed at the following locations:
· Northern Receiving Station (NRS) located on Stars and Stripes Drive. · Kifer Receiving Station (KRS) located on Lafayette Street. · Scott Receiving Station (SRS) located on Space Park Drive. · Juliette Substation (JUL) located on Juliette Lane.
· Esperanca Receiving Station (ESP) located on Bill Walsh Way.

DISCUSSION
Pursuant to Section 2.105.140(d) of the Santa Clara City Code (City Code), a formal Request for Bids (RFB) was conducted with the award recommendation based on the lowest responsive and responsible bidder.

On December 22, 2023, the City issued the RFB for the purchase of high voltage circuit breakers, which was published on the City’s e-procurement system. In addition, the City directly contacted several firms informing them of the RFB and directing them to the e-procurement system if interested. A total of 53 companies viewed the RFB, and two bids were received by the April 3, 2024, deadline from the firms listed below with the manufacturer they represent appearing in parentheses:

1. Isberg Nott (GE Grid Solutions, LLC)

2. Wesco (Siemens)
Staff evaluated and deemed both bids nonresponsive due to the bidders (1) submitting exceptions to City standard terms and conditions and (2) inability to meet the delivery requirements. As a result, the Purchasing Division Manager rejected all bids pursuant to Section 2.105.200 of the City Code and directed staff to negotiate with the bidders and other suppliers of high voltage circuit breakers in the open market. Section 2.105.200 authorizes this direct negotiation and specifically provides that “if all bids or proposals are rejected, the Purchasing Division Manager or designee may re-notice the solicitation or award without further complying with the provisions of this Chapter [Chapter 2.105 of City of Santa Clara Page 2 of 4 Printed on 5/3/2024
powered by Legistar™
24-35 Agenda Date: 5/7/2024
the City Code] if readvertising is determined to be an idle act.” The Purchasing Division Manager determined that readvertising would be an idle act. To encourage more vendors to participate in the solicitation, staff reached out to multiple vendors and extended the bid deadline for a total of over fourteen (14) weeks. However, only the two above-mentioned bids were received by the extended deadline.

Staff is seeking authorization for the City Manager to negotiate and execute agreement(s) with the supplier(s) selected through direct negotiations. Approval of this recommendation will mitigate further potential disruptions and allow staff the flexibility to expedite the procurement process to secure the necessary equipment in order to meet established construction schedules. The requested authorization is subject to review and approval as to form by the City Attorney and the maximum compensation shall be $38,000,000 which includes the high voltage circuit breakers as defined in Table 1 and applicable sales tax.

Table 1: High Voltage Circuit Breakers
High Voltage Circuit Breakers Station(s) Qty
123kV or 145kV*, 4000A, 63kA or 80kA*, 550kV or
650kV BIL*, SF6, dead tank, outdoor, free standing
circuit breaker (operated at 60kV nominal voltage)

SRS, KRS, NRS,

ESP, JUL
36 123kV or 145kV*, 4000A, 63kA or 80kA*, 550kV or
650kV BIL*, SF6, dead tank, outdoor, free standing
circuit breaker (operated at 115kV nominal voltage)
NRS, SRS, KRS 36
245kV, 3000A, 63kA, 900kV or 1050kV BIL*, SF6,
dead tank, outdoor, free standing circuit breaker
(operated at 230kV nominal voltage)
NRS 6
* Pending negotiations with vendors.

Deliveries are expected to take place between March 2026 and March 2027. Payments will be based on the successful completion of key milestones, including a minimum of 10% of the contract value after final acceptance of the high voltage circuit breakers.

A five-year warranty period covering parts and labor will commence upon final acceptance of each unit.

Additional Quantities: As part of the expansion, SVP may need to purchase additional circuit breakers. If such purchases are necessary, they will be made pursuant to City Code Section

2.105.130, which states “at the discretion of the Purchasing Division Manager, additional quantities may be purchased after the initial award of a contract or purchase order for general services or products. If the purchase of additional quantities or services increases the maximum compensation that exceeds the City Manager’s signature authority set forth in this chapter, or an amount previously approved by the City Council, then City Council approval is required.”

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(2) of Title 14 of the California Code of Regulations as the proposed actions solely involve the purchase of high voltage circuit breakers at City of Santa Clara Page 3 of 4 Printed on 5/3/2024
powered by Legistar™
24-35 Agenda Date: 5/7/2024
NRS, KRS, and SRS.

FISCAL IMPACT
The amount to be paid to the Vendor(s) under the Agreement(s) is for an amount not-to-exceed $38,000,000 for the initial quantity of 78 units and an additional $5,700,000 for a 15% contingency of the total contract value. Appropriations are available in the Electric Utility Capital Fund for Esperanca substation, Juliette substation, and the three receiving station rebuild and replacement projects - SRS, KRS, and NRS. Debt financing is planned in the budget to fund SRS, KRS, and NRS. SVP is expected to seek City Council approval for the issuance of Debt Financing in 2024. If this structure is not approved, an alternative funding mechanism would need to be identified for this Agreement and the overall projects would be delayed.

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

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and execute Agreement(s) with a Vendor or Vendors in accordance with Section 2.105.200 of the City Code for the purchase of High Voltage Circuit Breakers with a cumulative total not to exceed amount of $38,000,000 for an approximately three-year agreement term and a five-year warranty period, subject to the appropriation of funds and the review and approval as to form by the City Attorney;

2. Authorize the City Manager or designee to approve a fifteen percent (15%) contingency, or $5,700,000, above the amount set forth above for (a) design changes, (b) any unanticipated issues, or (c) for the purchase of additional High Voltage Circuit Breakers, subject to the appropriation of funds; and

3. Authorize the City Manager or designee to (a) take any actions as necessary to implement and administer the Agreement(s) and associated purchase orders, and (b) negotiate and execute amendments to the Agreement(s) for any issues that arise during design and fabrication of the High Voltage Circuit Breakers during the agreement period and associated purchase orders, subject to the cumulative total amounts set forth above and the review and approval as to form by the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan Grogan, City Manager
City of Santa Clara Page 4 of 4 Printed on 5/3/2024
powered by Legistar™

City Council and Authorities ConcurrentMay 7, 2024

City Council and Authorities Concurrent
May 7, 2024