City Council and Authorities Concurrent
July 9, 2024

STATE LIBRARY

PROJECT SUMMARY
AWARD AGREEMENT BETWEEN THE STATE LIBRARY and Santa Clara City Library for the English as a Second Language Services project.

AWARD AGREEMENT NUMBER ESL21-4-51
This Award Agreement ("Agreement") is entered into on July 1, 2024, by and between the California State Library ("State Library") and Santa Clara City Library, ("Grantee").

This Award Agreement pertains to Grantee's State-funded English as a Second Language Services project.

The Library Development Services Bureau ("LDS") of the State Library administers state and federal funds in the form of awards.

The Grantee was selected by the State Library to receive state grant funds in the amount of $126,327 through the process adopted by the State Library in administering such grants.

The State Library and the Grantee, for the consideration and under the conditions hereinafter set forth in the Grant Agreement, agree as follows:

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STATE LIBRARY
PROCEDURES and REQUIREMENTS
A. Term of the Agreement
The Grant term begins on the date of execution of the Agreement by both parties, until June 30, 2026. If completion of the project occurs prior to the end of the grant period, this will be the end date of the term of this agreement. Grant eligible program expenditures may begin no earlier than the start date. The project period ends on June 30, 2026, and all eligible program costs must be incurred by this date.

B. Scope of Work

1. Grantee agrees to perform all activities specifically identified in the Grantee's application and submitted to the State Library in response to the English as a Second Language Services project.

2. The following activities and deliverables to be performed by the Grantee include, but are not limited to the following:
• Maintain and keep records of expenditures related to the grant that are consistent with Generally Acceptable Accounting Practices (GAAP). • Make financial records available to the State Library upon request. • Work with the State Library staff to assure that funds are disbursed in compliance with the purpose of the grant.
• Prepare and submit required narrative and financial reports. • Procure equipment, and other supplies as needed for the project. • Issue contracts for services, personnel, and consultants as needed for the project.
• If applicable, make payments for services, including for hours worked and travel reimbursements, to consultants and contractors.
• Oversee the implementation of project activities.

C. Budget Detail
The State Library shall provide the Grantee funding for the expenses incurred in performing the Scope of Work and activities specified in the Grantee's application. The Grantee shall request the distribution of grant funding consistent with its proposal and DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
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the budget worksheet that was included with the application. Under no circumstances shall payments exceed the total grant amount identified in this Agreement.

D. Narrative and Financial Reports
1 . The Grantee shall be responsible for submission of interim and final narrative and financial reports on the progress and activities of the project, to the California State Library, using the sample report documents provided by the California State Library.

2. All the reports must be current, include all required sections and documents, and must be approved by the Grant Monitor before any payment request can be processed. Failure to comply with the specified reporting requirements may be considered a breach of this Agreement and result in the termination of the Agreement or rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding. Any problems or delays must be reported immediately to the Grant Monitor. The financial reports shall reflect the expenditures made by the Grantee under the Agreement and may be incorporated into the same reporting structure as the narrative reports.

3. The reports shall be submitted by the following dates:

Reporting Period Report Due Date
July - December 2024 2024-2025 CLLS Mid-Year Report Due January 31, 2025 January - June 2025 2024-2025 CLLS Final Report Due September 30, 2025 July - December 2025 2025-2026 CLLS Mid-Year Report Due January 31, 2026 January - June 2026 2025-2026 CLLS Final Report Due September 30, 2026

4. Failure to submit timely reports with the appropriate documentation by the due date may result in rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding.

5. The Grantee agrees to maintain records and supporting documentation pertaining to the performance of this grant, subject to possible audit for a minimum of five (5) years after final payment date or grant term end date, whichever is later. Please refer to Exhibit A, Terms and Conditions for more information.

6. In addition to the foregoing, the Grantee shall submit to the State Library such periodic reports, updates, documents and any information as deem necessary by the State Library to monitor compliance and/or perform program DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
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evaluation. Any requested data or information shall be submitted in electronic format on a form specified by the State Library.

E. Claim Form and Payment

1. The California State Library shall provide the Grantee payment as outlined in the payment schedule only if all requirements for claiming the funds as outline in this document have been met, and only for those activities and costs specified in the approved award application.

2. The Grantee shall complete, sign, and submit Certification of Compliance form (Exhibit BJ and the Financial Claim form (included in your award packet), to the California State Library within 14 days of receiving this award packet. These forms will be issued, signed, and submitted using the online signature and agreement platform, DocuSign, unless DocuSign is unallowable or inconsistent with practices and policies of the local jurisdiction. If the use of DocuSign is not acceptable to your organization, please contact your grant monitor regarding alternate options.

3. Any of the sums appearing under the categories in the approved budget may be adjusted with prior authorization from the California State Library Grant Monitor. This would be to increase the allotment with the understanding that there will be corresponding decreases in the other allotments so that the total amount paid by the California State Library to the Grantee under this Agreement shall not exceed the awarded amount, which shall be expended/encumbered during the grant period.

4. If the payment amount made by the California State Library exceeds the actual expenses incurred during the term of this Agreement, as reflected in the financial reports to be filed by the Grantee, the Grantee shall immediately refund the excess payment amount to the California State Library.

5. The Award payments will only be made to the Grantee. It is the Grantee's responsibility to pay all contractors and subcontractors for purchased goods and services.

6. The Final Payment of 10% (if applicable) will be withheld and retained by the California State Library until all conditions agreed upon in this Agreement, including submission and grant monitor approval of the interim and final narrative and financial reports, have been satisfied.

7. Prompt Payment Clause
The California State Library will make payments to the Grantee in accordance with the Prompt Payment Clause under Government Code, section 927, et. seq.

The Grantee may typically expect payment within 45 days from the date a grant payment request is properly submitted and approved by the Grant Monitor.

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8. Budget Contingency Clause
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a. It is mutually agreed that if the Budget Act of the current fiscal year or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the California State Library shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other considerations under this Agreement and the Grantee shall not be obligated to perform any provisions of this Agreement.
b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Program, the California State Library shall have the option to either cancel this Agreement with no liability occurring to itself or offer an Agreement amendment to the Grantee to reflect the reduced amount.

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STATE LIBRARY
EXHIBIT A: TERMS and CONDITIONS
1 . Accessibility: The State is responsible for ensuring that public websites are accessible to both the general public and state employees, including persons with disabilities. Grantee shall assist the State in meeting its responsibility. Therefore, all project materials generated by state funded programs must meet the California Accessibility Standards. Additionally all project materials designed, developed, and maintained shall be in compliance with the California Government Code, sections 7405 and 11135, and the Web Content Accessibility Guidelines 2.0, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.

However, if for some reason project material is not generated to be in compliance to meet these standards, please still submit it to the State Library. When submitting the material make sure to note that the material is not accessible by including "NOT ACCESSIBLE" in the file name.

The California State Library reserves the right to post project materials to its website that are in compliance with these standards.

2. Acknowledgment: The State of California and the California State Library shall be acknowledged in all promotional materials and publications related to the English as a Second Language Services project.
a. Grant award recipients must ensure that the State of California receives full credit as the source of funds and that the California State Library, likewise, is acknowledged as the administrator.
b. Publications and information releases about the project must credit the State of California. An appropriate statement for a publication or project press release is:
"This [publication/project] was supported in whole or in part by funding provided by the State of California, administered by the California State Library."
Grantees must include the above statement in any publications, vehicle wraps, and promotional materials, including websites. If space is limited the State Library logo and the following shortened acknowledgement statement is acceptable:
"Funding provided by the State of California."
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c. This credit line on products of a project, such as materials, is important to foster support from the public, and state funding sources. d. California State Library Logo: Use of the California State Library logo, which can be downloaded on the California State Library website, is required on any publication, vehicle wrap, or promotional material along with the above statement(s).
e. Photo Documentation: Digital photos are a great way to document the happenings of your project. It is recommended that you use a photo release form when taking photos of the public. You may use your library's photo release form, or contact your grant monitor for the State Library's form.

3. Agency: In the performance of this Agreement the Grantee and its agents and employees shall act in an independent capacity and not as officers, employees or agents of the California State Library. The Grantee is solely responsible for all activities supported by the grant. Nothing in this Agreement creates a partnership, agency, joint venture, employment, or any other type of relationship between the parties. The Grantee shall not represent itself as an agent of the California State Library for any purpose and has no authority to bind the State Library in any manner whatsoever.

4. Amendment: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required.

No oral understanding or agreement not incorporated into this Agreement is binding on any of the parties. This Agreement may be amended, modified, or augmented by mutual consent of the parties, subject to the requirements and restrictions of this paragraph.

5. Applicable law: The laws of the State of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder. The parties hereby waive any right to any other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California.

6. Assignment, Successors, and Assigns: The Grantee may not assign this Agreement or delegate its performance to any third-party person or entity, either in whole or in part, without the California State Library's prior written consent. The provisions of this Agreement shall be binding upon and inure to the benefit of the California State Library, the Grantee, and their respective successors and assigns.

7. Audit and Records Access: The Grantee agrees that the California State Library, the Department of General Services, the State Auditor, or their designated representatives shall have the right to review, audit, inspect and copy any records and supporting documentation pertaining to the performance of this Agreement. The Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after the final payment, or grant term end date, whichever is later, unless a longer period of records retention is stipulated, or until DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
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completion of any action and resolution of all issues which may arise as a result of any litigation, dispute, or audit, whichever is later. The Grantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Grantee agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement.

Examples of audit documentation may include, but not limited to, competitive bids, grant amendments, if any, relating to the budget or work plan, copies of any agreements with contractors or subcontractors if utilized, expenditure ledger, payroll register entries, time sheets, personnel expenditure summary form, travel expense log, paid warrants, contracts and change orders, samples of items and materials developed with grant funds, invoices and/or cancelled checks.

8. Authorized Representative: Grantee and the California State Library mutually represent that their authorized representatives have the requisite legal authority to sign on their organization's behalf.

9. Communication: All communications from either party, including an interim check-in at any time during the grant term, shall be directed to the respective grant manager or representative of the California State Library or Grantee. For this purpose, the following contact information is provided below:

Santa Clara City Library
Patty Wong
2635 Homestead Road
Santa Clara, CA 95051
[email protected]
(408) 615-2932
California State Library
Allyson Jeffredo
900 N Street
Sacramento, CA 95814
[email protected]
916-603-6709

1. Confidentiality: Grantee will maintain as confidential any material it receives or produces that is marked Confidential or is inherently confidential or is protected by privilege. Grantee agrees to alert the State Library to this status in advance, and State Library agrees to maintain this status in conformity with the Public Records Act.

2. Contractor and Subcontractors: Nothing contained in this Grant Agreement or otherwise shall create any contractual relation between the State and any contractor or subcontractors, and no contract or subcontract shall relieve the Grantee of his or her responsibilities and obligations hereunder. The Grantee agrees to be as fully responsible to the State for the acts and omissions of its DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C5588D8DF0 Santa Clara City Library
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contractors, subcontractors, volunteers, student interns and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee's obligation to pay its contractors and subcontractors is an independent obligation from the State's obligation to make payments to the Grantee. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any contractor or subcontractor.

3. Copyright: Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act. ( 17 U.S.C. 101, et seq.) Grantee is responsible for obtaining any necessary licenses, permissions, releases, or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the California State Library pursuant to this section. Also, the California State Library may upload, post, or transmit copyrighted material produced or purchased with grant funds on a California State Library website for public access and viewing.

4. Discharge of Grant Obligations: The Grantee's obligations under this Agreement shall be deemed discharged only upon acceptance of the final report by California State Library. If the Grantee is a non-profit entity, the Grantee's Board of Directors shall accept and certify as accurate the final report prior to its submission to California State Library.

5. Dispute Resolution: In the event of a dispute, Grantee will discuss the problem informally with the Grant Monitor. If unresolved, the Grantee shall file a written "Notice of Dispute" with the State Library Grant Monitor within ten ( 10) days of discovery of the problem. Within ten ( 10) days of receipt, the Grant Monitor shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period of time, the Grantee may bring it to the attention of the State Librarian or the designated representative. The decision of the State Librarian or designated representative shall be final. Unless otherwise instructed by the Grant Monitor, the Grantee shall continue with its responsibilities under this Agreement during any dispute.

6. Drug-free Workplace: The Grantee certifies under penalty of perjury under the laws of California, that the Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code,§ 8350 et. seq.) and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

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b. Establish a Drug-Free Awareness Program to inform employees about all of the following:
1) The dangers of drug abuse in the workplace.
2) The Grantee's policy of maintaining a drug-free workplace; 3) Any available counseling, rehabilitation, and employee assistance programs.
4) Penalties that may be imposed upon employees for drug abuse violations.
c. Require that every employee who works on the Agreement will:
1) Receive a copy of the Grantee's drug-free workplace policy statement.
2) Agrees to abide by the terms of the Grantee's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and grantee may be ineligible for award of any future state agreements if the California State Library determines that the grantee has made a false certification or violated the certification by failing to carry out the requirements as noted above.

7. Effectiveness of Agreement: This Agreement is of no force or effect until signed by both parties.

8. Entire Agreement: This Agreement supersedes all prior agreements, oral or written, made with respect to the subject hereof and, together with all attachments hereto, contains the entire agreement of the parties.

9. Exclusive Agreement: This is the entire Agreement between the California State Library and Grantee.

10. Executive Order N-6-22-Russia Sanctions: The Grantee shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate grant agreements with, and to refrain from entering any new grant agreements with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Grantee advance written notice of such termination, allowing Grantee at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

11. Extension: The State Librarian or designee may extend the final deadline for good cause. The Grantee's request for an extension of the grant period must be DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C55BBD8DF0 Santa Clara City Library
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made in writing and received by the California State Library at least 30 days prior to the final deadline.

12. Failure to Perform: The grant being utilized by the Grantee is to benefit the English as a Second Language Services project. If the Grant Monitor determines the Grantee has not complied with this Agreement, the Grantee may forfeit the right to reimbursement of any grant funds not already paid by the California State Library, including, but not limited to, the ten percent ( 10%) withhold.

13. Federal and State Taxes: The State Library shall not:
a. Withhold Federal Insurance Contributions Act (FICA) payments from Grantee's payments or make FICA payments on the Grantee's behalf; or
b. Make Federal or State unemployment insurance contributions on Grantee's behalf; or
c. Withhold Federal or State income taxes from Grantee's payments Grantee shall pay all taxes required on payments made under this Agreement including applicable income taxes and FICA.

14. Force Majeure: Neither the California State Library nor the Grantee, its contractors, vendors, or subcontractors, if any, shall be responsible hereunder for any delay, default, or nonperformance of this Agreement, to the extent that such delay, default, or nonperformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage, flood, or other contingencies unforeseen by the California State Library or the Grantee, its contractors, vendors, or subcontractors, and beyond the reasonable control of such party.

15. Forfeit of Grant Funds and Repayment of Funds Improperly Expended: If grant funds are not expended, or have not been expended, in accordance with this Agreement, the State Librarian or designee, at his or her sole discretion, may take appropriate action under this Agreement, at law or in equity, including requiring the Grantee to forfeit the unexpended portion of the grant funds, including, but not limited to, the ten percent (10%) withhold, and/or to repay to the California State Library any funds improperly expended.

16. Fringe Benefit Ineligibility: Grantee agrees that neither the Grantee nor its employees and contract personnel are eligible to participate in any employee pension, health benefit, vacation pay, sick pay or other fringe benefit plan of the State of California or the State Library.

17. Generally Accepted Accounting Principles: The Grantee is required to use Generally Accepted Accounting Principles in documenting all grant expenditures.

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18. Grant Monitor: The Grant Monitor's responsibilities include monitoring grant progress and reviewing and approving Grant Payment Requests and other documents delivered to the California State Library pursuant to this Agreement.

The Grant Monitor may monitor Grantee performance to ensure Grantee expends grant funds appropriately and in a manner consistent with the terms and conditions contained herein. The Grant Monitor does not have the authority to approve any deviation from or revision to the Terms and Conditions (Exhibit A) or the Procedures and Requirements unless such authority is expressly stated in the Procedures and Requirements.

19. Grantee: the government or legal entity to which a grant is awarded and which is accountable to the California State Library for the use of the funds provided. a. The grantee will make reports to the State Librarian in such form and containing such information as may be required to ensure the proper used of funds consistent with the grantee's application and award agreement. The grantee will keep such records and afford such access as the California State Library may find necessary to assure the correctness and verification of such reports.

20. Grantee Accountability: The Grantee is ultimately responsible and accountable for the manner in which the grant funds are utilized and accounted for and the way the grant is administered, even if the Grantee has contracted with another organization, public or private, to administer or operate its grant program. In the event an audit should determine that grant funds are owed to the California State Library, the Grantee is responsible for repayment of the funds to the California State Library.

21. Grantee Funds: It is mutually agreed that the Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete the project.

22. Independent Action: Grantee reserves the right to fulfill its obligations under this Agreement in an independent manner, at any location and at any time within the agreed-upon timeline. Grantee's employees or contract personnel shall perform all services required by this Agreement, but their time need not be devoted solely to fulfilling obligations under this Agreement. Grantee shall furnish all equipment and materials used to meet its obligations and complete the Project. The State Library shall not provide any personnel or other resources beyond the grant award and is not required to provide training in connection with this Agreement.

23. Indemnification: Grantee agrees to indemnify, defend and save harmless the State of California, the California State Library and its officers, employees, and agents, from any and all claims, losses, and liabilities accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
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connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of this Agreement.

24. License to Use: The California State Library reserves a fully paid-up, royalty-free, nonexclusive, sub-licensable and irrevocable license to reproduce, publish, prepare derivative works, distribute, or otherwise use, and to authorize third parties to use, any material received or maintained by Grantee in connection with this Agreement. This includes intellectual property, with or without third­ party rights. All such usages will be for public library and State governmental purposes:
a. The copyright in any work developed under this grant, sub-grant, or contract under this grant or sub-grant; and
b. Any rights of copyright to which a Grantee, sub-grantee, or a contractor purchases ownership with grant support.

25. Limitation of Expenditure: Expenditure for all projects must conform to the grantee's approved budget and with applicable State laws and regulations. The total amount paid by the California State Library to the Grantee under this agreement shall not exceed $126,327 and shall be expended/encumbered in the designated award period.

During the award period, the grantee may find that the awarded budget may need to be modified. Budget changes, requests for additional funds, or requests for reductions in award funding must be discussed with the assigned State Library Grant Monitor and a Grant Award Modification may be required to be submitted according to the instructions. Approval is by the State Librarian or their designee. Adjustments should be reported on the next financial report. Any adjustments in approved budgets must be documented and documentation retained in project accounts.

26. Lobbying: Grantee confirms that the grant funds will not be used for the purposes of lobbying or otherwise attempting to influence legislation, as those purposes are defined by the U.S. Internal Revenue Code of 1986.

27. Non-Discrimination Clause: During this grant period, the Grantee and the Grantee's contractors, and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, age, sexual orientation, or military and veteran status. Grantee shall insure that the evaluation and treatment of contractors, employees and applicants for employment are free from such discrimination and harassment.

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Additionally, Grantee, contractors, and subcontractors, if applicable, shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § l l 000 et seq.), the provisions of Article 9.5, Chapter l, Part l, Division 3, Title 2 of the Government Code (Gov. Code§§ l l l 35-11139.5), and the regulations or standards adopted by the California State Library to implement such article.

Grantee shall permit access by representatives of the Department of Civil Rights and the California State Library upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the California State Library shall require ascertaining compliance with this clause. Grantee, and its contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, § l l l 05.) Grantee shall include the non­ discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the Agreement.

28. Notices: All notices and other communications in connection with this Agreement shall be in writing, and shall be considered delivered as follows:
a. Electronic Mail (E-mail): When sent by e-mail to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
b. DocuSign (e-signature platform): When sent via DocuSign a notification will be sent to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
c. Grants Management System: When sent via/ uploaded to the California State Library's Grants Management System a notification will be sent to the last e-mail address of the recipient known to the party giving notice.

Notice is effective upon transmission.
d. Personally: When delivered personally to the recipient's physical address as stated in this Agreement.
e. U.S. Mail: Five days after being deposited in the U.S. Mail, postage prepaid, and addressed to recipient's address as stated in this Agreement.

29. Order of Precedence: The performance of this Agreement shall be conducted in accordance with the Terms and Conditions, Procedures and Requirements, Certificate of Compliance, Project Summary, Activities Timeline, and Budget, of this Agreement, or other combination of exhibits specified on the Grant Agreement Coversheet attached hereto (collectively referred to as "Terms").

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Grantee's California State Library-approved Application (Grantee's Application) is hereby incorporated herein by this reference. In the event of conflict or inconsistency between the articles, exhibits, attachments, specifications or provisions that constitute this Agreement, the following order of precedence shall apply:
a. Grant Agreement Coversheet and any Amendments thereto b. Terms and Conditions
c. Procedures and Requirements
d. Certificate of Compliance
e. Project Summary
f. Grantee's Application (including Budget and Activities Timeline) g. All other attachments hereto, including any that are incorporated by reference.

30. Payment:
a. The approved Budget, if applicable, is attached hereto and incorporated herein by this reference and states the maximum amount of allowable costs for each of the tasks identified in the Project Summary and Activity Timeline included in the project application. California State Library shall provide funding to the Grantee for only the work and tasks specified in the Grantee's Application at only those costs specified in the Budget and incurred in the term of the Agreement.
b. The Grantee shall carry out the work described in the Work Plan or in the Grantee's Application in accordance with the approved Budget and shall obtain the Grant Monitor's written approval of any changes or modifications to the Work Plan, approved project as described in the Grantee's Application, or the approved Budget prior to performing the changed work or incurring the changed cost. If the Grantee fails to obtain such prior written approval, the State Librarian or designee, at his or her sole discretion, may refuse to provide funds to pay for such work or costs. c. The Grantee shall request funds in accordance with the funding schedule included in this agreement.
d. Ten percent (10%) will be withheld from the Payment Request (if applicable) and paid at the end of the grant term, when all reports and conditions stipulated in this Agreement have been satisfactorily completed. Failure by the grantee to satisfactorily complete all reports and conditions stipulated in this Agreement may result in forfeiture of any such funds withheld.
e. Lodgings, Meals and Incidentals: Grantee's eligible costs are limited to the amounts authorized in the California State Administrative Manual (see Exhibit C or contact the Grant Monitor for more information).

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f. Payment will be made only to the Grantee.
g. Reimbursable expenses shall not be incurred unless and until the grantee receives a Notice to Proceed as described in the Procedures and Requirements.

31. Personal Jurisdiction: The Grantee consents to personal jurisdiction in the State of California for all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

Native American Tribal grantees expressly waive tribal sovereign immunity as a defense to any and all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

32. Personnel Costs: Any personnel expenditures to be paid for with grant funds must be computed based on actual time spent on grant-related activities and on the actual salary or equivalent hourly wage the employee is paid for their regular job duties, including a proportionate share of any benefits to which the employee is entitled.

33. Pledge: This Agreement shall not be interpreted to create any pledge or any commitment by the State Library to make any other or further grants or contributions to Grantee, or any other person or entity in connection with the Project. It is mutually agreed that Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete outcomes or deliverables.

34. Privacy Protection: Both parties agree to protect the confidentiality of any non­ public, personal information that may be contained in materials received or produced in connection with this Agreement, as required by Civil Code, section 1798, et. seq.

35. Prohibited Use: The expenditure under this program shall not be used to supplant Grantee efforts in other grant programs provided by the California State Library.

36. Public Records Act: Material maintained or used by the California State Library is considered "public record" under the Public Records Act (PRA) at Government Code, sections 6250, et. seq. This includes the Interim and Final reports, and any other written communications between the parties. Grantee agrees to ensure that all content contained in its written reports are appropriate for publication.

Said material, along with all other reports, documentation and data collected during the term of the Agreement, will be subject to disclosure unless it qualifies for exemption under the PRA in whole or in part. Grantee agrees to alert the State Library as to a basis for exemption, if any exists.

37. Publicity Obligations: Grantee will notify the State Library of any promotional materials or publications resulting from the grant no later than five (5) days in DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
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advance of distribution, whether they are print, film, electronic, or in any other format or medium. Copies of all promotional materials will be provided to the State Library. Grantee will acknowledge the State Library's support as noted above. Grantee agrees that the State Library may include information about this grant and its outcomes in its own annual reports, with specific reference to Grantee, and may distribute such information to third parties.

38. Records: Communications, grant related documents, data, original receipts, and invoices must be maintained by Grantee and shall be made available to the State Library upon request. Grantee agrees to maintain adequate grant program records and adequate financial records consistent with generally accepted accounting practices, and to retain all records for at least five (5) years after the end-of-term. The State Library may monitor or conduct an onsite evaluation of Grantee's operation to ensure compliance with this Agreement, with reasonable advance notice.

39. Reduction of Waste: In the performance of this Agreement, Grantee shall take all reasonable steps to ensure that materials purchased or utilized in the course of the project are not wasted. Steps should include, but not be limited to: the use of used, reusable, or recyclable products; discretion in the amount of materials used; alternatives to disposal of materials consumed; and the practice of other waste reduction measures where feasible and appropriate.

40. Reimbursement Limitations: Under no circumstances shall the Grantee seek reimbursement pursuant to this Agreement for a cost or activity that has been or will be paid for through another funding source. The Grantee shall not seek reimbursement for any costs used to meet cost sharing or matching requirements of any other California State Library funded program.

41. Reports and Claims: It is the responsibility of the grantee make the required reports and claims to the California State Library.
a. The grantee shall be responsible for submitting to the State Library Narrative Reports detailing progress and activities. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
b. The grantee shall be responsible for submitting to the State Library Financial Reports reflecting grantee expenditure activity. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
c. To obtain payment hereunder the grantee shall submit authorized claims provided by the State Library for that purpose, on each of the following mentioned dates for payment, and the California State Library agrees to DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C55BBD8DF0 Santa Clara City Library
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reimburse the Library as soon thereafter as State fiscal procedures will permit.
d. The final 10% of the grant award (if applicable) is payable only upon approval of all final reports and receipt of claim form. Failure to provide timely reports is a serious breach of an award recipient's administrative duty under the award.
e. Payment will be provided to cover the expenditures incurred by the grantee for the project in the following manner:
o $61,618 upon execution of the agreement and submission of claim by the grantee organization.
o Second payment will be made after the submission and approval of the first reports and receipt of claim form in the amount of $64,709.

42. Self-Dealing and Arm's Length Transactions: All expenditures for which reimbursement pursuant to this Agreement is sought shall be the result of arm's­ length transactions and not the result of, or motivated by, self-dealing on the part of the Grantee or any employee or agent of the Grantee. For purposes of this provision, "arm's-length transactions" are those in which both parties are on equal footing and fair market forces are at play, such as when multiple vendors are invited to compete for an entity's business and the entity chooses the lowest of the resulting bids. "Self-dealing" is involved where an individual or entity is obligated to act as a trustee or fiduciary, as when handling public funds, and chooses to act in a manner that will benefit the individual or entity, directly or indirectly, to the detriment of, and in conflict with, the public purpose for which all grant monies are to be expended.

43. Severability: If any part of this Agreement is found to be unlawful or unenforceable, such provisions will be voided and severed from this Agreement, but the remainder of the provisions in the Agreement will remain in full force and effect.

44. Site Visits: The Grantee shall allow the California State Library to access and conduct site visits, with reasonable notice, at which grant funds are expended and related work being performed at any time during the performance of the work and for up to ninety (90) days after completion of the work, or until all issues related to the grant project have been resolved. A site visit may include, but not be limited to, monitoring the use of grant funds, provide technical assistance when needed, and to visit the State funded project.

45. Termination: The Agreement shall be subject to termination by the State Librarian or designee upon notice to the Grantee at least thirty (30) days prior to the effective date of termination. In the event this agreement is terminated, the Grantee shall deliver to the State Librarian copies of all reports, accounting, data, and materials prepared up to the date of termination. The State Librarian DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
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shall determine and pay the Grantee for necessary and appropriate expenditures and obligations up to the date of termination which have not been covered by prior installments previously paid to the Grantee. Upon such termination, the unused portion of the grant award must be returned to the California State Library within 45 days. If funding has been advanced to the Grantee, any unobligated balances, as determined by the State Librarian, shall be returned to the State Library within 45 days of the notice of termination.

46. Timeline: Time is of the essence to this Agreement. It is mutually agreed between the parties that the grant application and the timeline included therein are part of the Agreement.

47. Unused Funds: At the end-of-term Grantee agrees to return any unexpended or unaccounted for funds to the State Library, or to submit a written request for an extension of the grant period. Funds will be considered unexpended or unaccounted if they were: ( 1) not used for their intended purpose, or (2) used inconsistent with the terms of this Agreement.

Funds will also be considered unaccounted for, and must be returned, if the proposal outcomes or deliverables are materially incomplete by the end-of-term or earlier termination, as determined by the State Library in its sole discretion.

48. Waiver of Rights: California State Library shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by California State Library. No delay or omission on the part of California State Library in exercising any rights shall operate as a waiver of such right or any other right. A waiver by California State Library of a provision of this Agreement shall not prejudice or constitute a waiver of California State Library's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by California State Library, nor any course of dealing between California State Library and Grantee, shall constitute a waiver of any of California State Library's rights or of any of grantee's obligations as to any future transactions. Whenever the consent of California State Library is required under this Agreement, the granting of such consent by California State Library in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of California State Library.

49. Work Products: Grantee shall provide California State Library with copies of all final products identified in the Work Plan and Application. Grantee shall also provide the State Library with copies of all public education and advertising material produced pursuant to this Agreement.

DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C55BBD8DF0 Santa Clara City Library
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50. Worker's Compensation: The State of California will not provide Workers' Compensation insurance for Grantee or Grantee's employees or contract personnel. If Grantee hires employees to perform services required by this Agreement, Grantee shall provide Workers' Compensation insurance for them.

The Grantee is aware of Labor Code Section 3700, which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the Labor Code, and the Grantee agrees to comply with such provisions before commencing the performance of the work of this Agreement.

DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C5588O8DF0 Santa Clara City Library
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STATE LIBRARY
EXHIBIT B: CERTIFICATION of COMPLIANCE FORM

1. AUTHORIZED REPRESENTATIVE: I certify that the authorized representative named below is the legally designated representative of the Grantee for this Grant Agreement and project and is authorized to receive and expend funds in order to administer this grant program.

2. I certify that all information provided to the California State Library for review in association with this award is correct and complete to the best of my knowledge, and as the authorized representative of the Grantee, I commit to the conditions of this award, and I have the legal authority to do so.

3. I certify that any or all other participants or contractors in the grant program have agreed to the terms of the application/grant award and have entered into an agreement(s) concerning the final disposition of equipment, facilities, and materials purchased for this program from the funds awarded for the activities and services described in the attached, as approved and/or as amended in the application by the California State Librarian.

4. The authorized representative, on behalf of the Grantee, certifies that the Grantee will comply with all applicable requirements of State and Federal laws, regulations, and policies governing this program, to include the requirements listed below in this Certification of Compliance Form.

5. The authorized representative, on behalf of the Grantee, hereby certifies to the California State Library, for an award of funds in the amount $126,327. This award will provide library services as set forth in the Project Application as approved and/or as amended by the California State Librarian.

6. STATEMENT OF COMPLIANCE: Grantee has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code§ 12990 (a-f) and CCR, Title 2, Section 11102).

7. DRUG-FREE WORKPLACE REQUIREMENTS: Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug­ free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:

DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C55BBD8DF0 Santa Clara City Library
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1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation, and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Grantee may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Grantee has made false certification or violated the certification by failing to carry out the requirements as noted above. (Gov. Code§ 8350 et. seq.)

8. CONFLICT OF INTEREST: Grantee needs to be aware of the following provisions regarding current or former state employees. If Grantee has any questions on the status of any person rendering services or involved with the Agreement, the California State Library must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code § 10410):
a. No officer or employee shall engage in any employment, activity, or enterprise from which the officer or employee receives compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code § 10411 ):
a. For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C5588D8DF0 Santa Clara City Library
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If Grantee violates any provisions of above paragraphs, such action by Grantee shall render this Agreement void. (Pub. Contract Code § 10420).

Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Pub.

Contract Code§ 10430 (e)).

9. LABOR CODE/WORKERS' COMPENSATION: Grantee needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code§ 3700).

10. AMERICANS WITH DISABILITIES ACT: Grantee assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et. seq.)

11. RESOLUTION: For awards totaling $350,000 or more, a county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.

12. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all Grantees that are not another state agency or other governmental entity.

13. DRUG FREE WORKPLACE:
a. Continue to provide a drug-free workplace by complying with the requirements in 2 C.F.R. part 3186 (Requirements for Drug-Free Workplace (Financial Assistance)). In particular, the recipient must comply with drug­ free workplace requirements in subpart B of 2 C.F.R. part 3186, which adopts the Government-wide implementation (2 C.F.R. part 182) of sections 5152-5158 of the Drug-Free Workplace Act of 1988 (P. L. 100-690, Title V, Subtitle D; 41 U.S.C. §§ 701-707).
b. This includes but is not limited to: making a good faith effort, on a continuing basis, to maintain a drug-free workplace; publishing a drug­ free workplace statement; establishing a drug-free awareness program for the employees; taking actions concerning employees who are convicted of violating drug statutes in the workplace.

14. ACCESSIBILITY: The organization receiving this award, as listed in the certification section below, and all program staff, will ensure all project materials will meet California accessibility standards.

15. NON-DISCRIMINATION: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with all California non-discrimination laws.

DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55B8D8DF0 Santa Clara City Library
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16. ACKNOWLEDGEMENT: The organization receiving this award, as listed in the certification section below, and all program staff, agree to comply with California State Library acknowledgement requirements.

DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
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STATE LIBRARY
EXHIBIT C: CALIFORNIA LIBRARY LITERACY SERVICES PROGRAM

GUIDELINES

1. California Library Literacy Services programs shall comply with the requirements in Sections 18880-18883 of the California Education Code.

2. California Library Literacy Services programs shall train and recruit volunteers to serve as tutors. Volunteer tutors are the primary instructors for the program.

3. California Library Literacy Services programs shall seek local government and community resources and develop cooperative relations with other local literacy services providers.

4. California Library Literacy Services programs will provide a base level of local and private fiscal support to be established by the California State Library.

5. In response to an expressed and recognized need from the field for specific program requirements, the California State Library and related stakeholders created a framework and program essentials. The framework and essentials describe what constitutes an effective program:
a. California Library Literacy Services programs must use the Roles and Goals framework to implement and evaluate their literacy services. b. California Library Literacy Services programs' staff must attend their regional Library Literacy Network Meetings.
c. Tutor training for volunteers should include, at a minimum, a program orientation, tutoring basics, and instruction on learner-driven services. d. California Library Literacy Services programs must align with the following program essentials:
i. California Library Literacy Services are library based; ii. California Library Literacy Services are a core library service; iii. California Library Literacy Services are learner-driven; iv. California Library Literacy Services are community-focused; v. California Library Literacy Services are volunteer-supported; vi. California Library Literacy Services staff are professionally engaged; and
vii. California Library Literacy Services support families.

6. California Library Literacy Services Family Literacy programs (if applicable) shall provide services to prevent illiteracy through coordinated literacy and preliteracy services to families. Recruitment of parents not previously included in DocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C55BBD8DF0 Santa Clara City Library
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public library literacy programs is a high priority. Family Literacy Programs are implemented and evaluated using the Family Literacy Evaluation Framework.

Certification

ORGANIZATION
Name:

Santa Clara City Library
Address (official and complete):
2635 Homestead Road, Santa Clara, CA 9505 l

PROJECT COORDINATOR
Name: Shanti Bhaskaran
Email: [email protected] Phone: 408-615-2956

GRANTTEE AUTHORIZED REPRESENTATIVE
Name: Jovan Grogan Title: City Manager
Email: jgrogan @santaclaraca.gov Phone: 408-615-2211
Signature: Date: JJ
; 1 "/ --i-,
APPROVED AS TO FORM:

SANTA CLARA CITY ATTORNEY'S OFFICE
:1-. ~ ~
DocuSign Envelope ID: 20E33C45-FAF4 -4O04-A768-72C55BBD 8DF0 Santa Clara City Library
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~m A IFORN A
~~ STATE LIBRARY
Authorized Representative Signature

ORGANIZATION
Name:

Santa Clara City Library
Address (official and complete):
2635 Homestead Road, Santa Clara, CA 95051

AUTHORIZED REPRESENTATIVE
Manager

STATE OF CALIFORNIA
Agency Name: California State Library Address : 900 N Street, Sacramento, CA 95814 Date: 2/2/2024
Printed Name of Person Signing: Title: Calif ornia Stat e Librarian Greg Lucas
DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0 Santa Clara City Library
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STATE LIBRARY
EXHIBIT D: STATE REIMBURSABLE TRAVEL EXPENSES
Rates are subject to change per State of California, Department of Human Resources Please Check State of California, Department of Human Resources Website for updated expenses:
http://www.cal hr .ca .gov/ employees/pages/travel-reimbursements .aspx Mileage: $0.585 per mile - approved business/travel expense Rate subject to change
Meals: $7.00 - Breakfast
Receipts are required $11.00- Lunch
$23.00 - Dinner
$5.00 - Incidentals
Meals Note: Lunch can only be claimed if travel is more than 24 hours. Incidental charge may be claimed once for every 24-hour period and should cover incidental expenses, such as but not limited to, tip, baggage handling, etc.

Hotel: $ 90.00 plus tax for all counties/cities not listed below Receipts are required $ 95.00 plus tax for Napa, Riverside, and Sacramento and MUST have a zero Counties
balance. $ 110.00 plus tax for Marin County
$ 120.00 plus tax for Los Angeles, Orange, and Ventura
Counties, and Edwards AFB. Excluding the city of Santa
Monica
$ 125.00 plus tax for Monterey and San Diego Counties
$ 140.00 plus tax for Alameda, San Mateo and Santa
Clara Counties
$ 150.00 plus tax for the City of Santa Monica
$ 250.00 plus tax for San Francisco County
Out of State: Prior authorization must be obtained, as well as three print-out hotel quotes. Actual receipt must be included with authorization and additional quotes.

Hotel Note: If the above approved reimbursable hotel rates cannot be secured, please contact your grant monitor to obtain an excess lodging form. This form must be approved prior to actual travel.

AIRLINE TICKETS:

Itinerary and receipts are
required
Actual reasonable fees pertaining to airline travel will be reimbursed. Business, First Class, or Early Bird Check-in fee is not an approved reimbursable expense.

DocuSign Envelope ID: 20E33C45-FAF4-4D04-A768-72C55BBD8DF0

STATE LIBRARY
26 January 2024
RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia's Actions in Ukraine
Dear Grantee,
You are receiving this notification because you currently have an active grant through the California State Library.

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca .gov /wp-content /uploads/2022/03/3.4.22-Russia-U kraine­ Executive-Order. pdf.

The EO directs all agencies and departments that are subject to the Governor's authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.

This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia's actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy­ issues/financial-sanctions/sanctions-programs-and-country-information/ukraine­ russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.

Please note that for any agreements or grants valued at $5 million or more, a separate notification will be sent outlining additional requirements specified under the EO.

Annly Roman
California State Library
900 N Street
Sacramento, CA 95814
OocuSign Envelope ID: 20E33C45-FAF4-4O04-A768-72C558BO8DF0 j
Grant Award#:

Invoice#:

Payee Name:
~'Ji ALI ORNI &~ STATE LIBRARY
f
California Library Literacy and English Acquisition Services

FINANCIAL CLAIM
ESL21-4-51
ESL21-4-51-01
1st PAYMENT
Santa Clara Public Library
Date:

PO#: 7153
(Legal name of authorized agency to receive, disburse and account for funds*) Complete Address:

Street Address, City, State, Zip Code (Warrant will be mailed to this address) Amount Claimed: $61,618 Type of Payment:
(Payable Upon Execution of Agreement) ~ PROGRESS
Grantee Name: Santa Clara City Library □ FINAL
(Name on Award Letter and Agreement) □ IN FULL
Project Title: English as a Second Language □ AUGMENT
For Period From: upon execution to end of grant period

CERTIFICATION
I hereby certify under penalty of perjury : that I am the duly authorized representative of the claimant herein; that this claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein .

By
City Manager
(Print Name) (Title)
*Legal payee name must match the payee's federal tax return. Warrant will be made payable to payee name. Payee discrepancies in name and/or address may cause delay in payment. If you need to change payee name and/or address, please contact Fiscal Services at [email protected].

State of California, State Library Fiscal Office
ENY: 2021
PURCHASING AUTHORITY NUMBER : CSL-6120
COA: 5432000
FAIN: LS or N/A
ITEM NO: 6120-2131-0001 , Chapter 240, Statutes of2021
REPORTING STRUCTURE : 61202000
PROGRAM#: 5312
By Date
(State Library Representative)
APPROVED AS TO FORM:

SAN A CLARA CITY ATTORNEY'S OFFICE
.(~
I Print Foiiii._J I Reset Form I
D_ocu~ g_n E_nv_elope IIJ_: 29~3_3C:4?£11F1~4004~11_7_?8-72C55BBD8DFO

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
Section 1 - Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee's federal tax return) BUSINESS NAME, DBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above) MAILING ADDRESS (number, street, apt. or suite no.) ( See instructions on Page 2)

CITY, STATE, ZIP CODE I E-MAIL ADDRESS
Section 2 - Entity Type
Check one (1) box only that matches the entity type of the Payee listed in Section 1 above. (See instructions on paoe 2) □ SOLE PROPRIETOR/ INDIVIDUAL CORPORATION (see instructions on page 2) □ SINGLE MEMBER LLC Disregarded Entity owned by an individual □ MEDICAL (e.g., dentistry, c hiroprac tic, etc.) □ PARTNERSHIP □ LEGAL (e.g., attorney services)
□ ESTATE OR TRUST □ EXEMPT (e.g., nonprofit)
□ ALL OTHERS
Section 3 - Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must match the name given in Section 1 of this form . Do not provide more than one (1) TIN. Social Security Number (SSN) or The TIN is a 9-digit number. Note: Payment will not be processed without a TIN . Individual Tax Identification Number (ITIN) • For Individuals, enter SSN .
• If you are a Resident Alien , and you do not have and are not eligible to get an SSN, enter your ITIN .
------ --- ------
• Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may not have a separate FEIN . Those trusts must enter the individual grantor 's SSN .

OR
• For Sole Proprietor or Single Member LLC (disregarded entity), in which the sole member is an individual, enter SSN (ITIN if applicabl e) or FEIN (FTB prefers SSN) .
• For Single Member LLC (disregarded entity), in which the sole member is a business entity , enter the owner entity's FEIN . Do not use the disr egarded entity's FEIN.
• For all other entities including LLC that is taxed as a corporation or partnership , estates/trusts (with FEINs) , ente r the entity 's FEIN .

Federal Employer Identification Number
(FEIN)
Section 4 - Payee Residency Status (See instructions)
□ CALIFORNIA RESIDENT - Qualified to do business in California or maintains a permanent place of business in California . □ CALIFORNIA NONRESIDENT - Payments to nonresid ents for services may be subie.GUo stcaie income tax withholding .

A Pl'KUVE l.J AS TO FORM:
□ No services performed in California Sf NT A f~ARA CITY ATTORNEY'S OFFICE □ Copy of Franchise Tax Board waiver of state withholding is attached. ~ V----.--- Section 5 - Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.

Should m residenc status chan e, I will rom ti notif the state a enc below.

NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS jgrogan @santaclaraca.gov Jovan Grogan City Manager
Section 6 - Pa
Please

STATE AGENCY/DEPARTMENT OFFICE

MAILING ADDRESS

CITY STATE ZIP CODE
D

UNIT/SECTION
FAX
TELEPHONE £include area code)
408-615-2211
TELEPHONE (include area code}

E-MAIL ADDRESS
DocuSig_n E_nv~lope ID: 20E:33C45fAF4-4D04-A7_68-72C55BBD8DF0

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)

GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.

Prompt return of this fully completed form will prevent delays when processing payments.

Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).

NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.

A completed Payee Data Record, STD 204 form, is required for all payees (non-governmental entities or individuals) entering into a transaction that may lead to a payment from the state. Each state agency requires a completed, signed, and dated STD 204 on file; therefore, it is possible for you to receive this form from multiple state agencies with which you do business.

Payees who do not wish to complete the STD 204 may elect not to do business with the state. If the payee does not complete the STD 204 and the required payee data is not otherwise provided, payment may be reduced for federal and state backup withholding. Amounts reported on Information Returns (Form 1099) are in accordance with the Internal Revenue Code (IRC) and the California Revenue and Taxation Code (R&TC).

Section 1 - Payee Information
Name - Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subject to IRS TIN matching (when applicable).
• Sole Proprietor/Individual/Revocable Trusts - enter the name shown on your federal tax return. • Single Member Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the individual or business entity that is tax liable for the business in section 1. Enter the DBA, LLC name, trade, or fictitious name under Business Name. • Note: for the State of California tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level. • Partnerships, Estates/Trusts, or Corporations - enter the entity name as shown on the entity's federal tax return. The name provided in Section 1 must match to the TIN provided in section 3. Enter any DBA, trade, or fictitious business names under Business Name.

Business Name - Enter the business name, DBA name, trade or fictitious name, or disregarded LLC name.

Mailing Address - The mailing address is the address where the payee will receive information returns. Use form STD 205, Payee Data Record Supplement to provide a remittance address if different from the mailing address for information returns, or make subsequent changes to the remittance address.

S f 2 E ft T ec,on - n HY ype
If the Pavee in Section 1 is a(n) ... THEN Select the Box for ...

Individual • Sole Proprietorshio • Grantor (Revocable Living) Trust disreaarded for federal tax ournoses Sole Proorietor/lndividual Limited Liabilitv Comoanv (LLC) owned bv an individual and is disreaarded for federal tax ournoses Single Member LLC-owned by an individual Partnershios • Limited Liability Partnerships (LLP) • and, LLC treated as a Partnership Partnerships Estate• Trust (other than disregarded Granter Trust) Estate or Trust Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery Corporation-Medical care, dentistry, etc. • LLC that is to be taxed like a Corooration and is medical in nature Corporation that is legal in nature (e.g., services of attorneys, arbitrators, notary publics involving legal Corporation-Legal or law related matters, etc.) • LLC that is to be taxed like a Corooration and is leaal in nature Corooration that aualifies for an Exempt status, includina 501(c) 3 and domestic non-profit corporations. Corporation-Exempt Corporation that does not meet the qualifications of any of the other corporation types listed above • LLC Corporation-All Other that is to be taxed as a Corporation and does not meet anv of the other corporation types listed above . .. . Section 3 - Tax ldent1f1cat1on Number The State of California requires that all parties entering into business transactions that may lead to payment(s) from the state provide their Taxpayer Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax compliance enforcement activities and preparation of Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.

Section 4 - Payee Residency Status
Are you a California resident or nonresident?
• A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California.
• A partnership is considered a resident partnership if it has a permanent place of business in California. • An estate is a resident if the decedent was a California resident at time of death. • A trust is a resident if at least one trustee is a California resident. o For individuals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident.

For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:

Withholding Services and Compliance Section: 1-888-792-4900 E-mail address: [email protected] For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov Section 5 - Certification
Provide the name, title, email address, signature, and telephone number of individual completing this form and date completed. In the event that a SSN or ITIN is provided, the individual identified as the tax liable party must certify _the form. Note: the slgnee may differ from the tax liable party In this situation if the signee can provide a power of attorney docu.men.ted for the lndividuaL .. . , . . • C / . < , · · .. •· •· • ·· ·•· ········· · · ·. ·. · \ \ Section 6 '-+- Paying State Agency .

This section must be completed by the state agency/department requesting t.~e STD 204. ·. Priv~cy St~tement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.

All questions should be referred to the requesting state agency listed on the bottom front of this form.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-617 Agenda Date: 7/9/2024

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for New Dark Fiber Installations at 881 Martin Avenue to 1705 Martin Avenue, and at 2434 Calle Del Mundo

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.” In 2014, Silicon Valley Power (SVP) developed a position called Fiber Splicing Technician as an in- house position to primarily perform maintenance and repairs to meet the performance standards of fiber customers, which includes City departments and commercial customers. Fiber Splicing Technician activities include basic splicing and distribution changes to fiber optic cables. The technician can also perform duties such as pulling, laying, aligning, and positioning fiber optic equipment for new connections to the fiber network. Fiber Splicing Technicians also perform fusion splicing at building entrances and in maintenance spaces. Currently, SVP employs two Fiber Splicing Technicians.

DISCUSSION
Currently, the SVP fiber optic network serves SVP, other City departments, and various commercial customers. The Fiber Splicer Technician performs a variety of specialized activities from maintenance and repair to new or re-spliced interconnections to the SVP Fiber Enterprise. Each interconnection can be unique involving different hours of labor depending on the number of fibers required to be spliced and the particular location within the network. Technician time is tracked hourly and not on a per fiber basis.

Large or extensive projects involving extending fiber cable being laid along new paths or significant distances or adding conduit or related infrastructure are performed by a construction contractor through a public works contract. SVP spends up to $1 million per year on these public works contracts.

City of Santa Clara Printed on 7/5/2024Page 1 of 3
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24-617 Agenda Date: 7/9/2024
Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating, maintaining and repairing the fiber optic system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings.

Therefore, staff recommends that the City Council declare and determine that City forces can better perform the following fiber optic projects and approve the use of City forces for such projects:

Estimate Number: FWM#1663
Location: 881 Martin Avenue to 1705 Martin Avenue
Type of Service: Fiber Installation
Description of Work: Splice, terminate and test fibers.

Estimated Cost: $62,356
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#1646
Location: 2434 Calle Del Mundo
Type of Service: Fiber Installation
Description of Work: Air-blow, splice, terminate and test fibers.

Estimated Cost: $1,990
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development, Design & Expansion
Source of Revenue: Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations, as the proposed work involves the construction or installation of a limited number of small fiber utility facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by SVP and related construction materials for the work detailed in this report, totaling $64,346, are included in the Fiscal Year 2024/25 Budget, Fiber Development, Design, and Expansion project in the Electric Utility Capital Fund. All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website City of Santa Clara Printed on 7/5/2024Page 2 of 3
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24-617 Agenda Date: 7/9/2024
and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

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

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 881 Martin Avenue to 1705 Martin Avenue, and at 2434 Calle Del Mundo are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-666 Agenda Date: 7/9/2024

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Revising the Regular Meeting Date for the Senior Advisory Commission

BACKGROUND
Santa Clara City Code Section 2.120.030 (Attachment 1) states that each board or commission shall hold regular meetings at the times and days indicated by a resolution of the City Council, as may be amended by further resolution. In 1987, City Council adopted Resolution No. 5195 (Attachment 2) to set the original dates and times of the Senior Advisory Commission. Subsequently, on November 15, 2022, Resolution No. 22-9159 (Attachment 3) was adopted by the City Council, setting the fourth Monday of each month at 10:00 a.m. as the regular meeting date and time for the Senior Advisory Commission.

DISCUSSION
At the June 24, 2024 Senior Advisory Commission meeting, the Commission recommended that Council approve a Resolution (Attachment 4) revising the regular Senior Advisory Commission meeting date and time to the third Monday of each month at 5:00 p.m., effective July 1, 2024.

The Commission identified the following rationale in support of changing the meeting day and time:
· Holding the Senior Advisory Commission meetings at 10:00 a.m. may be difficult for Senior Advisory Commissioners that are working professionals with traditional schedules. · The proposed day and time may potentially allow more members of the public to attend the Senior Advisory Commission meeting.
· There does not appear to be another board, commission or committee that meets on the proposed day and time; therefore, there is no conflict for the Senior Advisory Commission should they choose to attend another advisory body’s meeting.

The proposed Senior Advisory Commission Meeting Calendar (Attachment 5) provides for eleven (11) meetings for FY 2024/25.

The Resolution also establishes that meetings are subject to cancelation at the discretion of the City Manager for agenda management purposes. Lastly, the Resolution provides that should the third Monday fall on a City holiday, the meeting would be held on the next non-holiday Monday.

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.

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24-666 Agenda Date: 7/9/2024

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

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

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

RECOMMENDATION
Adopt a Resolution revising the Senior Advisory Commission regular meeting date and time to the third Monday of each month at 5 p.m.

Prepared by: Jennifer Herb, Recreation Supervisor
Reviewed by: Kimberly Castro, Recreation Manager
Reviewed by: Cynthia Bojorquez, Assistant City Manager and Acting Director - Parks & Recreation Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Copy of Santa Clara City Code Section 2.120.030

2. Resolution No. 5195

3. Resolution No. 22-9159

4. Resolution to Revise the Senior Advisory Commission Regular Meeting Date and Time

5. Proposed Senior Advisory Commission Meeting Calendar for FY 2024/25 City of Santa Clara Printed on 7/5/2024Page 2 of 2
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City of Santa Clara City Code
Title 2 Administration & Personnel
Ch. 2.120 Boards & Commissions

2.120.030 Meetings.

Each board or commission of the City with members thereon appointed by the City Council shall hold regular meetings at the times and on the days indicated by resolution of the City Council except when such day falls on a City holiday, and shall hold such special meetings as it may require. The times and days for holding regular meetings are subject to amendment from time to time by resolution of the City Council. A copy of the applicable resolution(s) is and will be available for public inspection in the office of the City Clerk. (Ord. 1298 § 2, 10-15-74; Ord. 1300 § 1, 11-12-74; Ord. 1569 § 1, 5-26-87. Formerly § 2-91.1).

I
•
0 RESOLUTION NO. 5195

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

CLARA INDICATING TIMES AND DAYS FOR EACH BOARD OR

COMMISSION OF THE CITY TO HOLD REGULAR MEETINGS ALL AS
AUTHORIZED IN SECTION 2-91.1 OF "THE CODE OF THE CITY OF SANTA CLARA, CALIFORNIA"
SECTION 1: Each board or commission shall hold regular
meetings at the times and on the days indicated below except when such day falls on a City holiday.

Board of Library Trustees
Civil Service Commission
Cultural Advisory Commission
Historical and Landmarks
Parks and Recreation Commission
Planning Commission
Senior Citizens Advisory
Commission
First Monday of each month at
7:30 p.m.

Second Monday of each month
at 7:30 p.m.

First Monday of each month at
7:30 p.m.

First Thursday of each month
at 7:00 p.m.

Third Tuesday of each month
at 7:30 p.m.

Second and Fourth Wednesday
of each month at 7:00 p.m.

Fourth Monday of each
month at 10:00 a.m.

SECTION 2: The meeting times and days are set by resolution pursuant to Section 2-91.1 of "The Charter of the City of Santa Clara, California", and are subject to amendment from time to time by resolution of the City Council.

SECTION 3: This resolution shall take effect upon its
1 "
,.

Q
.

Q
adoption.
* * * *

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

RESOLUTION PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF

SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 12th day of ___ M_a~y _______ , 1987, by the following votes:

AYES: COUNCILORS: Ash, Deto, Lasher, Mahan, Nadler, Tobkin and Mayor Souza
NOES: COUNCILORS: None
ABSENT: COUNCILORS: None
ABSTAINED: COUNCILORS: None
ATTEST:
2 J.E. BOCCIGNONE
City Clerk
City of Santa Clara
RESOLUTION NO. 22-9159

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, APPROVING THE SENIOR ADVISORY
COMMISSION CALENDAR OF MEETINGS FOR 2023, SETTING

THE NUMBER AND START TIME OF REGULAR SENIOR

ADVISORY COMMISSION MEETINGS, AND DELEGATING TO

THE SENIOR ADVISORY COMMISSION THE AUTHORITY TO

ADOPT FUTURE ANNUAL MEETING CALENDARS
BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, Section 2.120.030 of the Santa Clara City Code ("SCCC") requires City boards and commissions to hold regular meetings at the times and on the days indicated by resolution of the Council;
WHEREAS, the City Council in 1987 adopted Resolution 5195 to set the original dates and times of the Senior Advisory Commission, and on December 7, 2021 the Council adopted Resolution No. 21-9030 setting the fourth Monday of the month at 10:00 a.m. as the regular meeting date and time; and
WHEREAS, on September 26, 2022, the Senior Advisory Commission recommended to the City Council its meeting schedule for 2023, which proposes eleven (11) meetings per year (January-November) and a start time of 10:00 a.m ..

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

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

2. The City Council hereby approves the Senior Advisory Commission Schedule of Meetings, 2022 attached hereto.

II
II
II
Resolution/Senior Advisory Commission Calendar of Meetings 2023 Rev: 11 /22/17

3. Subject to the foregoing , the City Council hereby delegates to the Senior Advisory Commission the authority set forth in SCCC Section 2.120.030 to establish the days and time of regular meetings. In accordance with these parameters , the Senior Advisory Commission shall adopt a Calendar of Meetings annually.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 15TH DAY OF NOVEMBER, 2022, BY THE FOLLOWING VOTE :

AYES: COUNCILORS : Becker , Chahal , Hardy, Jain, Park, Watanabe and Mayor Gillmor
NOES: COUNCILORS :

ABSENT: COUNCILORS:

ABSTAINED : COUNCILORS :

Attachments incorporated by reference:

None
None
None
ATTEST : ~

NORA PIMENTEL , MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

1. Proposed Senior Advisory Commission Meeting Schedule for 2023 Resolution/Senior Advisory Commission Calendar of Meetings 2023 Rev: 11/22/17

City of
Santa Clara

SENIOR ADVISORY COMMISSION
Santa Clara Senior Center
1303 Fremont Street
Santa Clara, CA 95050
The Center of What's Possibl e
Schedule of Meetings
2023
Regular meetings are typically held on the fourth Monday of the month, beginning at 10:00 a.m., in accordance with the following schedule.

Meeting Dates
January 23, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) February 27, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) March 27, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) April 24, 2023
(Senior Center - 1303 Fremont St., Santa Clara, -CA 95050) May 22, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) June 26, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) July 24, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) August 28, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) September 25, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) October 23, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) November 27, 2023
(Senior Center - 1303 Fremont St., Santa Clara, CA 95050) Resolution/Senior Advisory Commission Calendar of Meetings 2024 Page 1 of 2 Rev: 11/22/17
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE SENIOR ADVISORY COMMISSION
CALENDAR OF MEETINGS FOR 202 4-2025, SETTING THE

NUMBER AND START TIME OF REGULAR SENIOR ADVISORY

COMMISSION MEETINGS, AND DELEGATING TO THE SENIOR

ADVISORY COMMISSION THE AUTHORITY TO ADOPT

FUTURE ANNUAL MEETING CALENDARS

WHEREAS, Section 2.120.030 of the Santa Clara City Code (“SCCC”) requires City boards and commissions to hold regular meetings at the times and on the days indicated by resolution of the Council;
WHEREAS, the City Council in 1987 adopted Resolution 5195 to set the original dates and times of the Senior Advisory Commission, and on November 15, 2022 the Council adopted Resolution No. 22-9159 setting the fourth Monday of the month at 10:00 a.m. as the regular meeting date and time; and
WHEREAS, on June 24, 2024, the Senior Advisory Commission recommended the City Council revise the Commission’s meeting date and time to the third Monday of each month at 5:00 p.m.

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

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

2. The City Council hereby approves the revised Senior Advisory Commission Schedule of Meetings, 2024-2025 attached hereto.

3. Subject to the foregoing, t he City Council hereby delegates to the Senior Advisory Commission the authority set forth in SCCC Section 2.120.030 to establish the days and time of regular meetings. In accordance with these parameters, the Senior Advisory Commission shall adopt a Calendar of Meetings annually.

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

Resolution/Senior Advisory Commission Calendar of Meetings 2024 Page 2 of 2 Rev: 11/22/17

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

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

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. Proposed Senior Advisory Commission Meeting Schedule for FY 2024/25

S:\Attorney\RESOLUTIONS\Form Resolution-City.doc

SENIOR ADVISORY COMMISSION
Senior Center
Conference Room 205
1303 Fremont Street
Santa Clara, CA 95050
Hybrid Meeting

Schedule of Meetings
2024 - 25

Regular meetings are typically held on the third Monday of the month, beginning at 5:00 p.m., in accordance with the following schedule. Location Subject to Change

Meeting Dates
July 15, 2024

August 19, 2024

September 23, 2024
Special Meeting

October 21, 2024

November 18, 2024

January 13, 2025
Special Meeting

February 10, 2025
Special Meeting

March 17, 2025

April 21, 2025

May 19, 2025

June 16, 2025

City of
Santa Clara
The Center of What 's Possible
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-180 Agenda Date: 7/9/2024

REPORT TO COUNCIL

SUBJECT
A. Discussion and Potential Actions Related to Proposed November 2024 Ballot Measure Authorizing the Issuance of General Obligation Bond Debt to Fund Public Infrastructure; Such Actions to Include the Following:

1. Adoption of a Resolution of Necessity

2. Introduction of an Ordinance Ordering the Submission of a Measure Incurring Bonded Indebtedness to the Voters at the November 2024 General Municipal Election

3. Direction on a Draft Expenditure Plan to be Included with the Measure B. Discussion and Council Direction on a Proposed Charter Amendment Regarding Public Works Procurement [Charter Section 1310] to Update the City’s Public Works Bidding and Contracting Authority, Allow for Design-Build Projects and Implement Other Technical Changes

BACKGROUND
Unfunded Capital Needs
Over the last several years, the need for capital infrastructure investment has been identified and discussed as part of the budget and the City Council’s annual Priority Setting Processes. While the City’s utility infrastructure is well funded, there are significant funding gaps in other areas. For capital infrastructure where the General Fund is the primarily funding source, the City has relied on a pay-as -you-go approach using funds set aside in the Capital Projects Reserve. This reserve is funded by General Fund surplus funds at the end of a fiscal year and is insufficient to address the City’s considerable infrastructure needs.

As part of the development of the FY 2024/25 and FY 2025/26 Biennial Capital Budget, over $600 million in City infrastructure needs were identified where the General Fund would be the primary funding source. This amount included the most immediate needs over the next five years and did not fully account for all unfunded needs in the City. In 2024 alone, the City received over $2700 million in infrastructure requests from the various departments with only $24 million available in the Capital Projects Reserve. Aging roads, bridges, underground stormdrain pipes, and sidewalks all need repairs and maintenance to meet performance, safety, and accessibility needs for residents. The City Fire Department handles approximately 10,000 service calls each year, a 14 percent increase over the past decade. Several of the City’s local fire stations are 50 to 55 years old and in need of seismic upgrades and other enhancements to ensure emergency and disaster preparedness and response.

Additionally, funding is needed to ensure safe routes and intersections for kids to get to school; safer roads for drivers, pedestrians, and bicyclists; and safe, well-maintained parks, playground, community and recreation facilities, and libraries for our community.

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24-180 Agenda Date: 7/9/2024
Given the significant infrastructure needs, the City Council took action on July 18, 2023, to approve funding in the amount of $358,000 for outreach, engagement, and policy analysis to support activities related to potential November 2024 ballot measures (RTC 23-913). A study session on the unfunded needs including a presentation of revenue options and workplan for a November 2024 ballot measure was subsequently held on October 24, 2023. In addition, during the two-day 2024 Council Priority Setting Session on March 25 and April 3, 2024, the City Manager presented on the City’s unfunded capital needs and the potential for the City to explore a general obligation (GO) bond measure. Staff have been working with consultants to explore the feasibility of such a bond.

It is also important to note that this is not the first time the City of Santa Clara has recently considered a general obligation bond to address its mounting infrastructure needs. In 2018, the City considered asking voters to approve an infrastructure bond but elected to wait because the Santa Clara United School District was placing a bond on the same ballot. In November 2018, Santa Clara voters approved Measure BB, providing $720 million for school facilities. Additionally, in 2020, the City was preparing to reactivate its efforts for an infrastructure bond, however, negative economic conditions brought on by COVID-19 caused the City to postpone once again.

Polling Results
During the April 23 and June 4, 2024 City Council meetings, consultants from Tulchin Research presented two rounds of scientific polling surveys. Both surveys were conducted among likely November 2024 general election voters, including newly registered voters and those who have voted in at least one of the past four elections. The initial benchmarking survey took place from April 1 through April 4, and the second survey from May 18 through May 22. Both surveys were offered in English, Chinese, Spanish, and Vietnamese and were conducted by phone to reach a total of 800 likely voters.

A majority of voters indicated they felt Santa Clara could benefit from additional investment in public infrastructure, and that they generally support measures that provide local funding to address infrastructure or service needs. The most popular areas for potential funding continue to include (not in ranked order):
· Public safety improvements (upgrades to 9-1-1 emergency, medical, fire, and disaster response);
· Street safety (fixing potholes and making roaders safer for drivers, pedestrians, and bicyclists); and
· Storm drain improvements (repairs to underground stormwater pipes to prevent erosion and sinkholes).

Community Outreach
In addition to the two likely-voter surveys, the consultant team released a Community Mailer Survey to gather additional thoughts from the community using a broad approach. This mailer went out to over 30,000 households and was made available at City facilities. Responses to this community mailer were submitted online via a QR code or as a tear-off survey to be mailed back to the City. This community feedback method received over 800 responses to date consisting of nearly 500 online responses and over 300 mailed back.

To ensure the community has information about the topic, the City has established a dedicated webpage to help voters learn about the potential bond measure and stay up to date with current City of Santa Clara Printed on 7/5/2024Page 2 of 9
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information being provided. To support voter education, a fact sheet will also be available at City Hall, the Senior Center, the Community Recreation Center, all City libraries, and other City facilities. In addition, the City has shared educational information about the proposed measure on social media.

DISCUSSION
Based on community feedback of voter priorities related to improvements throughout Santa Clara, and to meet the City’s over $600 million in infrastructure needs, staff is recommending that the City Council place a GO bond measure on the November 2024 ballot. Voter polling indicated that the community is equally supportive of either a $598 million or a $298 million bond measure. Because of this and due to the severity of the City’s infrastructure needs, staff is recommending the proposed $598 million bond measure option. As part of the Council presentation, staff will also provide the financial breakdown of a potential bond option for $298 million and is seeking council direction.

If the voters were to approve a $598 million GO bond measure, it would be funded by levying an estimated $29 per $100,000 of assessed property value annually. In this scenario, the property tax bill for each of the largest 20 commercial property owners in Santa Clara would increase by an average of $290,000 per year while a typical homeowner would pay on average an additional $195 per year.

If voters were to approve a $298 million GO bond measure, it would be funded by levying an estimated $16 per $100,000 of assessed property value annually. In this scenario, the property tax bill for each of the largest 20 commercial property owners in Santa Clara would increase by an average of $160,000 per year while a typical homeowner would pay on average an additional $110 per year.

Voter Approval
Approval of the bond measure requires that 2/3rds of all qualified voters voting on the proposition at the November 2024 election vote in favor. If this threshold is met, the City would have the authority to issue and sell the bonds in one or more series, in the maximum amount determined at tonight’s meeting, and for the objects and purposes set forth in the Ordinance described below.

If issued, the bonds would be general obligations of the City payable from, and secured by, ad valorem taxes levied and collected on taxable property in the City. The revenue generated from the ad valorem taxes would be used solely for the payment of debt service on the bonds and for no other purpose.

Additionally, a measure known as Assembly Constitutional Amendment 10 (ACA 10) was recently placed on the November ballot. ACA 10 formalizes Assembly Constitutional Amendment 1 (ACA1) and would treat cities like K-12 school districts and community colleges, allowing for bonds to pass at a 55% supermajority, subject to certain accountability provisions. The proposed GO bond measure the City is considering to help address infrastructure needs would be written in a manner that meets or exceeds all of the accountability requirements of ACA10, and would be valid under the new rules if ACA10 were to pass statewide in November.

Proposed Ballot Language
California Elections Code Section 9051 requires that a ballot question not exceed 75 words (with the word count determined pursuant to statute) California Elections Code Section 13119 (c) also requires City of Santa Clara Printed on 7/5/2024Page 3 of 9
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that the statement of the measure “shall be a true and impartial synopsis of the purpose of the proposed measure and shall be in language that is neither argumentative nor likely to create prejudice for or against the measure.”
Based on voter polling, feedback from the City Council, input from the City’s legal counsel, and City infrastructure priorities, the following ballot question is presented below for the City Council’s consideration.

To improve 911 emergency rapid response; fix potholes, repair and improve streets throughout Santa Clara; fix underground stormdrains/pipes to prevent sinkholes; provide safer roads and routes to school for drivers, pedestrians; and repair/maintain safe public facilities; shall the City of Santa Clara’s measure authorizing $598,000,000 in bonds, funded by levying an estimated $29/$100,000 of assessed value while bonds are outstanding, generating approximately $35,000,000 annually, with annual audits and citizen oversight of spending, be adopted?
Yes
No
After Council input at the July 9th meeting, the final ballot question language will be presented for approval in the Resolution Placing the Measure on the Ballot to be considered at the July 16 Council meeting.

Sources of Bond Repayment
If the bond measure were to be approved by voters, any bonds issued would be payable solely from revenues generated by a property tax levy on all taxable property within the City of Santa Clara, based on assessed property value. The bonds will not be an obligation of the general fund or any other City revenue source.

The “assessed” value of real property can be very different than its “market value.” “Assessed value” is determined by the County Assessor under Proposition 13 based on the most recent actual sale price of the property, plus up to 2% per year thereafter. “Market value” is what a property could be sold for on the open market at any given time. As a result, property that has been held by one owner for many years that may have a high “market value” is likely to have a significantly lower “assessed value” than a similar property that has recently sold.

Transparency and Accountability
The City’s proposed GO bond measure would incorporate stringent transparency and accountability provisions as outlined in the following Transparency and Accountability Plan (Attachment 4).

Transparency and Accountability Plan

1. Council approval of an Expenditure Plan, including project category areas and related spending amounts, concurrent with placing a bond on the ballot. [Ordinance Section 13(b)(i)]

2. Process for making changes to the Expenditure Plan would require: o Staff recommendation;o Community Oversight Committee review and input; ando Unanimous approval from the City Council. [Ordinance Section 13(b)(ii)]

3. A Community Oversight Committee will be formed to ensure compliance with bond measure requirements. The Committee will consist of nine members selected by a lottery process made up of: o Seven residents; o One small business representative; and o One large business representative. Business representatives shall have experience in budgeting, accounting, finance, and/or audit. Additionally, no business representative shall work for, have previously worked for, or be employed by a firm that provides services to any professional sports teams within the City of Santa Clara.

Business representatives need not be residents but must be an owner or employee of a business headquartered within the City. Members appointed to the Committee shall receive educational training about bonds and fiscal oversight. The role of the Committee shall be to (a) ensure that project implementation is consistent with the bond requirements and the Expenditure Plan, (b) review and report on annual audits, and (c) review and provide recommendations to the City Council on any proposed amendment to the Expenditure Plan. [Ordinance Sections 13(a)(viii) and 13(b)(iv)]

4. Bond expenditures would be subject to independent annual audit with public auditor presentations to the Community Oversight Committee and Council Audit Committee, along with submittal to the State Auditor for review. [Ordinance Sections 13(a)(iv)-(vii) and 13(b)(v)]

5. Strict prohibition on the use of any bond proceeds for:o Levi’s Stadium improvements;o Any projects for the sole benefit of Levi’s Stadium; ando Any projects within the 0.5 miles of Levi’s Stadium, except improvements in existing residential neighborhoods or business districts designed to be of substantial direct benefit to those areas and not Levi’s Stadium; ando For the direct or indirect benefit of any professional sports team [Ordinance Section 13(b)(iii)]

6. Funds could only be used for public infrastructure projects that serve the City of Santa Clara. [Ordinance Section 13(a)(ii)]

7. All bond proceeds are to be deposited into a separate account(s) and tracked on a project-by-project basis to facilitate project oversight and legal compliance audits. [Ordinance Section 13(a)(x)]

8. No money could be used for employee salaries or benefits, with the exception of normal and customary personnel charges for project management and delivery services. Project administrative costs shall not exceed 5% of the proceeds from sale of the bonds. [Ordinance Section 13(a)(i)]

9. Annual public presentation on the Expenditure Plan and Project Status Report to the Community Oversight Committee and the City Council presented by the City Manager, or their designee. [Ordinance Section 13(b)(v)]

10. For projects requiring mail notice, increase the requirement for mail notifications to all properties surrounding bond funded projects from 500 feet to 1,000 feet. [Ordinance Section 13(b)(v)]

11. Communications on bond funded projects:o City webpage conveying status of all bond funded projects; ando Public signage surrounding projects funded by bond proceeds. [Ordinance Section 13(b)(v)]
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Transparency and Accountability Plan

1. Council approval of an Expenditure Plan, including project category areas and related spending amounts, concurrent with placing a bond on the ballot. [Ordinance Section 13(b)(i)]

2. Process for making changes to the Expenditure Plan would require: o Staff recommendation;o Community Oversight Committee review and input; ando Unanimous approval from the City Council. [Ordinance Section 13(b)(ii)]

3. A Community Oversight Committee will be formed to ensure compliance with bond measure requirements. The Committee will consist of nine members selected by a lottery process made up of: o Seven residents; o One small business representative; and o One large business representative. Business representatives shall have experience in budgeting, accounting, finance, and/or audit. Additionally, no business representative shall work for, have previously worked for, or be employed by a firm that provides services to any professional sports teams within the City of Santa Clara.

Business representatives need not be residents but must be an owner or employee of a business headquartered within the City. Members appointed to the Committee shall receive educational training about bonds and fiscal oversight. The role of the Committee shall be to (a) ensure that project implementation is consistent with the bond requirements and the Expenditure Plan, (b) review and report on annual audits, and (c) review and provide recommendations to the City Council on any proposed amendment to the Expenditure Plan. [Ordinance Sections 13(a)(viii) and 13(b)(iv)]

4. Bond expenditures would be subject to independent annual audit with public auditor presentations to the Community Oversight Committee and Council Audit Committee, along with submittal to the State Auditor for review. [Ordinance Sections 13(a)(iv)-(vii) and 13(b)(v)]

5. Strict prohibition on the use of any bond proceeds for:o Levi’s Stadium improvements;o Any projects for the sole benefit of Levi’s Stadium; ando Any projects within the 0.5 miles of Levi’s Stadium, except improvements in existing residential neighborhoods or business districts designed to be of substantial direct benefit to those areas and not Levi’s Stadium; ando For the direct or indirect benefit of any professional sports team [Ordinance Section 13(b)(iii)]

6. Funds could only be used for public infrastructure projects that serve the City of Santa Clara. [Ordinance Section 13(a)(ii)]

7. All bond proceeds are to be deposited into a separate account(s) and tracked on a project-by-project basis to facilitate project oversight and legal compliance audits. [Ordinance Section 13(a)(x)]

8. No money could be used for employee salaries or benefits, with the exception of normal and customary personnel charges for project management and delivery services. Project administrative costs shall not exceed 5% of the proceeds from sale of the bonds. [Ordinance Section 13(a)(i)]

9. Annual public presentation on the Expenditure Plan and Project Status Report to the Community Oversight Committee and the City Council presented by the City Manager, or their designee. [Ordinance Section 13(b)(v)]

10. For projects requiring mail notice, increase the requirement for mail notifications to all properties surrounding bond funded projects from 500 feet to 1,000 feet. [Ordinance Section 13(b)(v)]

11. Communications on bond funded projects:o City webpage conveying status of all bond funded projects; ando Public signage surrounding projects funded by bond proceeds. [Ordinance Section 13(b)(v)]
Proposed Expenditure Plan
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City staff have drafted a proposed Expenditure Plan as part of the City Council presentation for consideration. This plan includes the following category areas:

1. Street Repairs and Transportation

2. Fire Stations and Public Safety

3. Parks and Community Facilities

4. Stormdrain and Flood Protection

5. Other Critical City Infrastructure
Proposed Expenditure Plans and Project Lists for both the $598M and $298M bond scenario amounts are detailed in the attachments (Attachments 5-8).

Community Oversight Committee Structure and Operations
As mentioned in the Transparency and Accountability Plan, staff recommend the Community Oversight Committee include representation from key stakeholders within the community including representation from the residential, small business, and large business sectors. All members of the Community Oversight Committee would be subject to conflict of interest and Brown Act provisions.

Additionally, staff recommends staggered four-year term limits, requirements for background/experience in financial audits for applicants representing the business community, and that process for chair selection be determined with direction from Council. In addition to the provisions included in the bond measure regarding Community Oversight Committee requirements, the creation of the Committee and the details of its operation, would be implemented by ordinance approved by the City Council.

Actions Required to Place the Measure on the November 2024 ballot Three actions are required by the Council to place the bond measure on the November 2024 ballot:

1. At this meeting, consider and approve the Resolution of Necessity and hold the first reading of the bond measure Ordinance. Approval of the Resolution requires a 2/3rds approval by the Council (that is, 5 yes votes).

2. At the July 16 Council meeting, consider and approve the Resolution Placing the Measure on the Ballot and hold a second reading and adoption of the Ordinance. Adoption of the Ordinance requires a 2/3rds approval by the Council (that is, 5 yes votes). These documents are further described below.

3. If this process is successfully completed by the Council, the final Ordinance and Resolution Placing the Measure on the Ballot would need to be submitted (along with other required documents) to the Santa Clara County Registrar of Voters by the August 9, 2024 deadline for the measure to appear on the November 2024 ballot. The Ordinance and Resolution Placing the Measure on the Ballot will appear in the ballot pamphlet sent to each voter before the election.

Each of these action items are described in more detail, below.

1. Resolution of Necessity
The Resolution of Necessity (Attachment 1), required by California Government Code §43607 to be passed by an affirmative vote of 2/3rd of the Council (this is, at least five Council members).

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This Resolution determines that the public interest or necessity demands the acquisition, construction, or completion of the municipal improvements, and that the costs of the improvements will require an expenditure by the City greater than allowed for it by the City’s annual tax levy. The resolution also appoints Public Financial Management, as municipal advisor to the City, and Jones Hall, A Professional Law Corporation as bond counsel for the City for the proposed bond issue. Such services would be provided under the terms of agreements still in effect with such consultants that were originally entered into back in 2020 and 2019 respectively, with updated fee schedules as required, to be approved by the City Manager and the City Attorney.

2. Ordinance
The Ordinance (Attachment 2) includes information required by California Government Code §43610, including the object and purpose of bonds, a description of the improvements to be financed with the proceeds of the bonds, the estimated costs of the improvements of $598 million, and the manner of holding the election.

The improvements described in the Ordinance consist of public infrastructure improvements that include streets and transportation improvements, improvements to public safety facilities, improvements to parks and community facilities, storm drain and flood protection improvements, and improvements to other City facilities.

The Ordinance establishes the maximum principal amount of the bonds, estimates the total costs of the improvements, establishes a maximum interest rate, and establishes the Transparency and Accountability Plan measures described above.

3. Resolution Placing the Measure on the Ballot
The Resolution Placing the Measure on the Ballot would be scheduled for the next regular meeting on July 16, and would be considered for adoption only if the Ordinance is adopted. This resolution sets forth the 75-word ballot question and other procedural details regarding the election, including actions related to authorship of direct and rebuttal arguments for the measure which would appear in the voter information guide.

Future Issuance of Bonds
If the bond measure is approved by voters, the bonds may be issued in one or more series as needed to pay authorized improvement costs. Timing and amount of each bond issuance will depend on market factors, funding needs to support the plan for construction the improvements, and other factors. The issuance of each series of bonds, and the specific projects to be financed, will subject to express approval by resolution of this Council.

The actual interest rate on each series of bonds will be determined at the time of issuance. As of June 20, 2024, interest rates on general obligation bonds issued by the City, if assigned credit ratings of “AA+” by Standard & Poor’s and “Aa2” by Moody’s Investors Service with level annual payments, would bear estimated interest rates of 4-5% for a 30-year term.

Potential Public Works Charter Amendment
In addition to the potential bond measure, staff is proposing a Charter amendment (Attachment 3) which updates the City’s public works procurement process in a number of ways. The amendment proposes to increase the amount requiring the formal bidding of public works contracts from $1,000 to $250,000. The $1,000 limit was originally set in the 1951 City Charter and has not been increased City of Santa Clara Printed on 7/5/2024Page 7 of 9
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in over 70 years. Another key change is to expressly authorize the use of the design-build procurement process to streamline construction and implementation of infrastructure improvement projects. Design-build is a project delivery method that combines design and construction services in one contract allowing for a more streamlined and cost-effective process for delivering projects.

Additional proposed amendments differentiate between “major” (above $500,000) and “minor” (at or below $500,000) public works projects for City Council versus City Manager approval purposes and provides for implementation of terms for possible exceptions to formal bidding processes, and special rules for utility projects, if approved by the City Council by ordinance as part of an overall program determined to be in the best interests of the City. Other technical updates are also included. Voter polling shows a voter comfort with amending the City Charter to improve and streamline construction efforts. This will be particularly important if a bond were to pass as the City would be driving various infrastructure projects forward. Staff requests Council provide initial input on the draft Charter amendment. If Council is supportive, staff will finalize the proposed amendment language, develop a formal ballot question, and bring the package back for final Council consideration at the July 16 th
Council meeting.

Conclusion
Should the City Council decide to place the ballot question on the November 5, 2024 Special Municipal Election ballot, appropriate documentation supporting formal action by the City Council must be received by the Santa Clara County Registrar of Voters no later than August 9, 2024. In order to meet this timeline without having to schedule a meeting, action would need to be taken on the Resolution of Necessity and First Reading of the Ordinance at this meeting.

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

FISCAL IMPACT
The proposed bonds, if the bond measure is approved by voters, would be payable solely from a property tax levy on all taxable property within the City, which will be based on assessed property value. The bonds will not be an obligation of the General Fund or any other City funds.

For the November 2024 election, the cost to place a measure on the ballot is estimated at $118,000 each. Based on the FY 2024/25 elections budget of $420,000 and the estimated cost for the regularly scheduled items to go forward, additional funding of $82,000 would be needed for one measure and $200,000 would be needed for two measures. If the City Council decides to place measure(s) on the ballot, a budget amendment will be brought forward to add funding from the General Fund Budget Stabilization Reserve.

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

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website City of Santa Clara Printed on 7/5/2024Page 8 of 9
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and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the
public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Adopt the Resolution of Necessity determining necessity to issue bonds.

2. Waive first reading and approve the introduction of an Ordinance ordering the submission of the measure incurring bonded indebtedness for the purpose of the acquisition, construction, and improvement of certain municipal improvement projects to City voters.

3. Provide Direction on a potential Charter Amendment to update the Public Work Section 1310.

Reviewed by: Michelle Templeton, Acting Assistant City Manager Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Proposed Resolution of Necessity

2. Proposed Ordinance

3. Proposed Amendment to Charter Section 1310 for Contracts on Public Works Projects

4. Proposed Transparency and Accountability Plan

5. Proposed Expenditure Plan for a $598M Bond

6. Proposed Project List for a $598M Bond

7. Proposed Expenditure Plan for a $298M Bond

8. Proposed Project List for a $298M Bond
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Resolution/Determining Necessity for Bond Election Page

RESOLUTION NO. ____

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, DETERMINING THAT THE PUBLIC INTEREST

AND NECESSITY DEMAND THE ACQUISITION,

CONSTRUCTION AND IMPROVEMENT OF MUNICIPAL

IMPROVEMENT PROJECTS CONSTITUTING PUBLIC

INFRASTRUCTURE OF THE CITY, AND THEIR FINANCING

THROUGH THE ISSUANCE OF GENERAL OBLIGATION
BONDS

WHEREAS, the C ity of Santa Clara (the “C ity”) is a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the City desires to undertake certain public infrastructure improvements for the City consisting of streets and transportation improvements, improvements to public safety facilities, improvements to parks and community facilities, storm drain a nd flood collection improvements, and improvements to other City facilities (collectively, the “Improvements”) more particularly described in the Ordinance proposed to be approved by the City Council entitled “AN ORDINANCE OF THE CITY

OF SANTA CLARA, CALIF ORNIA, ORDERING THE SUBMISSION OF A MEASURE

INCURRING BONDED INDEBTEDNESS TO THE QUALIFIED VOTERS OF THE CITY OF SANTA CLARA AT THE GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024, FOR THE PURPOSE OF FINANCING THE COST OF THE ACQUISITION,

CONSTRUCTION AND IMPROVEMENT OF CERTAIN MUNICIPAL IMPROVEMENT

PROJECTS CONSTITUTING PUBLIC INFRASTRUCTURE OF THE CITY, SUBJECT TO

ACCOUNTABILITY MEASURES AND COMPLIANCE WITH AN ADOPTED EXPENDITURE PLAN”; and
WHEREAS, in order to finance the Improvements, the City is authorized to call an election for the purpose of incurring a bonded indebtedness and to authorize the issuance of bonds to finance the Improvements, which constitute public infrastructure of the City pursuant to certain provisions of the California Constitution, including Article XIIIA and any amendments thereto approved at the November Resolution/Determining Necessity for Bond Election Page

5, 2024 election, the California Government Code, including Article 1 of Chapter 4 of Division 4 of Title 4 (commencing with Section 43600) and Article 4.5 of Chap ter 3 of Part 1 of Division 2 of Title 5 (commencing with Section 53506) (collectively, the “Bond Law”); and WHEREAS, the City intends to issue its general obligation bonds (the “Bonds”) under and pursuant to the Bond Law to finance the cost of the acquisition and construction of the Improvements; and WHEREAS, in order to initiate proceedings under the Bond Law to provide for the issuance of general obligation bonds, the City Council of the City (the “City Council”) must make certain findings and determi nations; and
WHEREAS, United States Income Tax Regulations section 1.150-2 provides generally that proceeds of tax-exempt debt are not deemed to be expended when such proceeds are used for reimbursement of expenditures made prior to the date of issuance of such debt unless certain procedures are followed, one of which is a requirement that (with certain exceptions), prior to the payment of any such expenditure, the issuer declares an intention to reimburse such expenditure.

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

1. Recitals Correct. The foregoing recitals are true and correct.

2. Necessity. The public interest and necessity demand, and it is the intention of the City Council to require, the acquisition, construction and improvement of the Improvements, and to issue the Bonds to finance the cost thereof, subject to completion of the proceedings required by the Bond Law.

3. Findings. The City Council hereby finds and determines that the estimated costs of the Improvements will require an expenditure by the City greater than the amount allowed for it by the annual tax levy of the City. The principal amount of the Bonds will not exceed the estimated cost of the Improvements.

4. Authority. This Resolution is adopted, and the Bonds will be issued, if approved by the qualified voters voting on the issuance of the Bonds, pursuant to the Bond Law or any implementing legislation.

5. Reimbursement Declaration. The City Council hereby declares that the City may pay c ertain Resolution/Determining Necessity for Bond Election Page

costs of the projects authorized by the proposed bond measure prior to the date of issuance of the Bonds and, in such case, intends to use a portion of the proceeds of the Bonds for reimbursement of expenditures for the projects that are paid before the date of issuance of the Bonds.

6. Engagement of Professional Services. The City hereby confirms the appointment of Jones Hall, A Professional Law Corporation, a nationally recognized bond counsel firm, to serve as bond counsel , and Public Financial Management to serve as municipal advisor, in connection with the bond election and, if successful, subsequent bond issuances.

7. Adoption; Effective Date. This Resolution must be adopted by two-thirds of all members of the City Council and, when adopted, shall take effect 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 ___ DAY OF _________, 2024, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Ordinance/Calling Bond Election Page

ORDINANCE NO. ____

AN ORDINANCE OF THE CITY OF SANTA CLARA,

CALIFORNIA, ORDERING THE SUBMISSION OF A MEASURE

INCURRING BONDED INDEBTEDNESS TO THE QUALIFIED

VOTERS OF THE CITY OF SANTA CLARA AT THE GENERAL
MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024,

FOR THE PURPOSE OF FINANCING THE COST OF THE

ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF

CERTAIN MUNICIPAL IMPROVEMENT PROJECTS

CONSTITUTING PUBLIC INFRASTRUCTURE OF THE CITY ,

SUBJECT TO ACCOUNTABILITY MEASURES AND

COMPLIANCE WITH AN ADOPTED EXPENDITURE PLAN

WHEREAS, the C ity of Santa Clara (the “C ity”) is a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the City desires to undertake certain public infrastr ucture improvements for the City consisting of streets and transportation improvements, improvements to public safety facilities, improvements to parks and community facilities, storm drain and flood collection improvements, and improvements to other City facilities, as more particularly described below (collectively, the “Improvements”); and
WHEREAS, the City is authorized to call an election for the purpose of incurring bonded indebtedness and to authorize the issuance of bonds to finance the Improvements, which constitute public infrastructure of the City, pursuant to certain provisions of the California Constitution, including Article XIIIA, the California Government Code, including Article 1 of Chapter 4 of Division 4 of Title 4 (commencing with Section 43600) and Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 (commencing with Section 53506) (collectively, the “Bond Law”); and WHEREAS, the City intends to issue its general obligation bonds (the “Bonds”) under and pursuant to the Bond Law to finance the cost of the acquisition and construction of the Improvements; and WHEREAS, under existing law, approval of the Bonds requires 2/3 rds of the voters in the City voting on the measure to vote in favor of the measure ; and Ordinance/Calling Bond Election Page

WHEREAS, Assembly Constitutional Amendment No. 1 (“ACA1”) has qualified for the November 5, 2024 Statewide ballot and would, among other things, change existing law to authorize a city, county, city and county, or special district to levy an ad valorem tax to servi ce bonded indebtedness incurred to fund the construction, reconstruction, rehabilitation, or replacement of public infrastructure if the measure proposing that tax is approved by 55% of the voters of the city, county, city and county, or special district, as applicable, and the measure includes specified accountability requirements; and
WHEREAS, the foregoing constitutional amendments effectuated by ACA1, if approved at the November 5, 2024 Statewide ballot, would apply to any measure authorizing general obligation bonds of a city that is submitted at the same election as the Voter Approval Ballot Measure ; and WHEREAS, the measure to approve the Bonds is intended to and will comply with all the provisions of ACA1, including all of its accountability requir ements, so that, if ACA1 is approved on November 5, 2024, approval of the Bonds shall require that 55% (not 2/3rds) of the voters in the City voting on the measure vote in favor of the measure; and
WHEREAS, if the ballot measure authorizing issuance of the Bonds is approved by the requisite number of affirmative votes, the City will be authorized to issue the Bonds.

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

1. Recitals Correct. The foregoing recitals are true and correct.

2. Purpose and Intent. Pursuant to the authority provided by the California Government Code and California Elections Code, the purpose and intent of this Ordinance is to authorize and direct the submittal to the qualified voters of the City at the general municipal election to be held on November 5, 2024, of a measure authorizing the City to issue general obligation bonds (the “Bonds”) for the purpose of financing the Improvements on the terms set forth below.

3. Findings. The City Council hereby makes the following findings with respect to the proposed Ordinance/Calling Bond Election Page

measure for the Bonds:
(i) On July 9, 2024, the City Council adopted, by a two -thirds vote of all its members, a resolution entitled “A Resolution of the City Council of the City of Santa Clara, California, Determining that the Public Interest and Necessity Demand the Acquisition, Construction and Improvement of Municipal Improvement Projects Constituting Public Infrastructure of the City, and Their Financing Through the Issuance of General Obligation Bonds,” pursuant to which the City Council has found and determined that the public interest and necessity demand the issuance of general obligation bonds to finance the Improvements, which are municipal improvement projects constituting public infrastructure of the City. (ii) In order to provide for the issuance by the City of general obligation bonds to provide financing for the Improvements, it is necessary for the City Council to adopt an ordinance ordering the submission of the measure of incurring bonded indebtedness for such purpose to the qualified voters of the City at a municipal election.
(iii) The City Council desires to submit said ballot measure to the qualified voters of the City at the regular election to be hel d in the City on November 5, 2024, and to consolidate the bond election with other elections held within the City on that date , by a resolution adopted after the adoption of this Ordinance pursuant to California Elections Code Section 10403 (the “Resolution Calling Election”).

4. Call for Election. The City Council hereby orders that there be submitted to the qualified voters of the City, pursuant to the Resolution Calling Election, a measure on incurring bonded indebtedness for the purposes set forth in this Ordinance, at the regular election to be held on November 5, 2024.

5. Ballot Measure. The City Council hereby submits to the qualified voters of the City, at the regular election to be held on November 5, 2024, a measure on issuing the Bonds. The statement of the measure shall be in substantially the form set forth in the resolution of the City placing the measure on the ballot.

6. Object and Purpose of Bonds. The object and purpose of the Bonds is to finance some or al l of Ordinance/Calling Bond Election Page

the costs of the Improvements . The Improvements are more particularly described in that certain Expenditure Plan (“Expenditure Plan”) to be attached as Exhibit A to this Ordinance, which shall be approved by the City Council by separate Resolution and presented to the voters as part of the measure for the Bonds.

The authorized Improvements will include all work, facilities and expenditures necessary and incidental to the Improvements described in the Expenditure Plan. Examples of such work, facilit ies, and expenditures include, but are not limited to: costs of design, engineering, architect and other professional services, inspections, site preparation, utilities, landscaping, construction management and other planning and permitting, legal, account ing and similar costs; a customary construction contingency; demolition and disposal of existing structures; rental or construction of storage facilities and other space on an interim basis for materials and other equipment and furnishings displaced during construction; addressing unforeseen conditions revealed by construction or renovation, and other necessary improvements required to comply with existing building codes and other applicable law, including the Americans with Disabilities Act; costs of the b ond election; bond issuance costs; project administration during the duration of such projects , including reimbursement of City staff time ; and financing and interest costs on the Bonds.

The final costs, locations, designs, layouts and other components of the Improvements will be determined as plans are finalized, construction bids are awarded, and projects are completed. Therefore, the City Council cannot guarantee that the Bonds will provide sufficient funds to allow completion of all needed Improvements.

7. Estimated Cost of Improvements . The estimated cost of the Improvements is $[ 598,000,000].

The estimated cost includes legal or other fees, the costs of printing the Bonds, and other costs and expenses incidental to or connected with the authorization, issuance and sale of the Bonds. To the extent the Improvements financed are revenue-producing public works, the cost of the Improvements may also include bond interest estimated to accrue during the construction period and for a period of not to exceed Ordinance/Calling Bond Election Page

12 months after completion of construction.

8. Principal Amount of Bonds . The aggregate principal of the Bonds shall not exceed $[598,000,000.00].

9. Maximum Interest Rate . The maximum rate of interest to be paid on the Bonds shall be the statutory maximum of 12% per annum. Said interest shall be payable semiannually, except that interest for the first year after the date of the Bonds may be made payable at the end of said year. The actual interest rates of each series of the Bonds will be determined at the time of each respective Bond sale.

10. Issuance and Sale of Bonds. The City proposes to issue and sell the Bonds pursuant to Article 1, commencing with Section 43600, of Chapter 4 of Division 4 of Title 4 of the California Government Code, or Article 4.5, commencing with Section 53506, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, in one or more series, in the maximum amount and for the objects and purposes set forth above if the requisite number of qualified voters v oting on the measure vote in favor thereof. The Bonds will be general obligations of the City payable solely from and secured by ad valorem taxes levied and collected in the manner prescribed by the laws of the State of California , and not from the general fund or other funds of the City . The revenue generated from the ad valorem tax levied and collected will be used for the payment of debt service on the Bonds. All of the Bonds shall be equally and ratably secured, without priority, by the taxing power of the City.

11. Manner of Conducting Election. The election on the Bonds held on November 5, 2024 shall be held and conducted, election officers appointed, voting precincts designated, ballots printed, polls opened and closed, ballots counted, and returned, returns canvassed, results declared, and all other proceedings incidental to and connected with the election shall be regulated and done in accordance with the Resolution Calling Election and the provisions of California law regulating the election with which it is consolidated.

12. Procedure for Voting on Measure. Ballots for the election shall be provided in the form and in the number provided by law. Voters shall be provided an opportunity to vote for or against the measure Ordinance/Calling Bond Election Page

on the ballot, in accordance with procedures to be adopted by the authoriz ed officers of the County of Santa Clara (the “County”) charged with conducting the election.

13. Transparency and Accountability Requirements.
(a) In order to comply with ACA1 and Sections 53410 and 53411 of the California Government Code, the City Council hereby adopts the following accountability requirements relating to the Bonds (the “State Accountability Requirements”):
(i) The proceeds from the sale of the Bonds shall be used only for the purposes specified in this Ordinance, and not for any other purpose, including City employee salaries (other than for reimbursement of staff costs incurred in providing normal and customary project management and delivery services for the Improvements (“Project Related Administrative Costs”)), and other operating expenses. The administrative cost of the City for the Improvements, including any and all Project Related Administrative Costs, shall not exceed 5% of the proceeds from the sale of the Bonds.
(ii) The proceeds from the sale of the Bonds shall only be spent on projects and programs that serve the jurisdiction of the City.
(iii) This Ordinance shall be the ordinance through which projects will be funded and the City hereby certifies that it has evaluated alternative funding sources. (iv) The City shall conduct an annual, independent performance audit to ensure that the Bond funds are expended pursuant to this Ordinance.
(v) The City shall conduct an annual, independent financial audit of the proceeds from the sale of the Bonds until all of those proceeds have been expended for the public infrastructure authorized by this Ordinance.
(vi) The City shall post the audits required by clauses (iv) and (v) in a manner that is easily accessible to the public.
(vii) The City shall submit the audits required by clauses (iv) and (v) to the California State Ordinance/Calling Bond Election Page

Auditor for review.
(viii) The City shall appoint a citizens’ oversight committee (the “Bond Compliance COC”) to ensure that Bond proceeds are expended only for the purposes described in the measure approved by the voters. Members appointed to the Bond Compliance COC shall receive educational training about bonds and fiscal oversight.
(ix) Any entity owned or controlled by a member of the City Council shall be prohibited from bidding on any work funded by the measure.
(x) A separate account shall be created and held by the City, into which the proceeds of the Bonds shall be deposited and applied solely for the Improvements. Expenditures shall be tracked on a project by project basis to facilitate project oversight and compliance audits. (xi) The City’s Director of Finance shall file a report with the City Council at least annually showing the amou nt of Bond proceeds collected and expended, and the status of the Improvements.

The provisions of ACA1 are hereby incorporated by reference in this Ordinance. The City Council hereby declares its intent that this Ordinance and the accountability measure s contained herein shall comply with ACA1 and any and all other statutory or other requirements determined to be required for compliance with ACA1.
(b) In addition to the State Accountability Requirements, t he City Council hereby adopts the following local accountability and transparency requirements relating to the Bonds and the use of Bond proceeds (“Local Accountability Requirements”):
(i) Expenditure Plan Requirements. Bond proceeds shall only be used on Improvements in strict accordance with the terms of the adopted Expenditure Plan, as it may be amended from time to time subject to the requirements of Section 13(b)(ii), below. (ii) Required Process for Amending Expenditure Plan . City staff shall review, analyze and make a recommendation on any proposed substantive amendment to the Expenditure Plan Ordinance/Calling Bond Election Page

(“Amendment”). Prior to City Council consideration, any such proposed Amendment shall first be submitted to the Bond Compliance COC for their review and recommendation. Any proposed Amendment shall require the unanimous approval of the City Council.. (iii) Prohibited Uses. In no event shall Bond proceeds may be used for ( I) improvements to Levi’s Stadium; ( II) any Improvements projects for the sole benefit of Levi’s Stadium; (III ) Improvements projects within .05 miles of Levi’s S tadium, except Improvements in existing residential neighborhoods or business districts designed to be of substantial direct benefit to those areas and not Levi’s Stadium; or ( IV) the direct or indirect benefit of any professional sports team.
(iv) Additional Terms for the Bond Compliance COC . The Bond Compliance COC shall consist of 9 members selected by a lottery process. The committee shall include seven residents, one large business representative, and one small business representative (neither of which must be residents, but both must be either an owner or employee of a business headquartered within the City). Additionally, no business representative shall work for, have previously worked for, or be employed by a firm that provides services to any professional sports teams within the City.

The role of the Bond Compliance Committee shall be to ( I) ensure that project implementation is consistent with all Bond measure requirements, including the terms of the Expenditure Plan; (II) review and report on annual audits, and (III) review and provided recommendations to the City Council on any proposed amendment to the Expenditure Plan. (v) Communications Program. There shall be a Bond measure communications program to enhance accountability and transparency including, at a minimum, the following elements: ( I) requirement for an annual public presentation on the Expenditure Plan and the statu s of the implementation of Improvements projects to the Bond Compliance COC and the City Council presented by the City Manager; ( II) requirements for an annual presentation of the independent annual audit(s) required in Section 13(b) above to the COC and the Council Audit Committee; Ordinance/Calling Bond Election Page

(III) status of all Bond funded projects to be communicated on the City’s webpage; and ( IV) notice of all proposed Improvements projects to residents within 1,000 feet of such project(s), with public signage providing further information at the project site(s).

14. Identification of Tax. The tax imposed by this measure is an ad valorem tax levied upon taxable property in the City, and will be used to pay the principal and interest on the Bonds.

15. Official Actions. The Mayor, the City Manager, the Director of Finance, the City Clerk, and any of their designees, are hereby authorized to execute any documents and to perform all acts necessary to place the Bond measure on the ballot.

16. Interpretation. The provisions of this Ordinance, being necessary for the health, welfare, and safety of the City and its residents, is to be liberally interpreted to carry out its purposes. No error, irregularity or informality, and no neglect or omission of any officer, in any proceeding taken related to the submission of the measure incurring bonded indebtedness to the qualified voters of the City shall void or invalidate any such proceeding, any Bonds issued by the City or any levy of ad valorem taxes to pay principal of and interest on the Bonds.

17. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect any other provisions or applications, and to this end the provisions this Ordinance are declared to be severable.

18. Publication of Ordinance. The City Clerk shall cause the proposed ordinance to be posted at least three (3) days prior to its adoption in three (3) public places in the City and at least three (3) days prior to the ordinance adoption shall cause a single publication in an official newspaper. In accordance with Section 43611 of the California Government Code, this Ordinance shall also be published once a day for at least seven days in a newspaper published at least six days a week in the City, or once a week for two weeks in a newspaper published less than six days a week in the City. The first of said publications shall, in either event, be within 15 days after the adoption of this Ordinance. No other notice need be given.

19. Adoption; Effective Date. This Ordinance must be adopted by two-thirds of all members of the Ordinance/Calling Bond Election Page

City Council. When adopted, in accordance with Section 36937(a) of the California Government Code, this Ordinance shall become effective immediately, as an ordinance relating to an election.

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

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

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachment: Exhibit A – Expenditure Plan
Ordinance/Calling Bond Election Page

EXHIBIT A

EXPENDITURE PLAN

Exhibit A
Charter Amendment Measure
Proposed Additions Shown as Underline
Proposed Deletions Shown as Strikethrough

DRAFT
July 5, 2024

Section 1. Section 1310 of the Charter of the City of Santa Clara, entitled “Contracts on public works”, is amended and restated to read in its entirety as follows:

Sec. 1310 Contracts on public works.

Every contract involving an expenditure of more than one two hundred fifty thousand dollars ($1,000.00250,000) for the construction or improvement, (excluding maintenance and repair), of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds (“Public Works Projects”) shall be let to the lowest responsive and responsible bidder after notice by publication in an official newspaper by one or more insertions, the first of which shall be at least ten days before the time for opening bids.

“Major Public Works Projects,” defined as projects estimated to cost greater than $500,000, shall be subject to approval by the City Council. “Minor Public Works Projects” defined as projects estimated to cost $500,000 or less shall be subject to approval by the City Manager.

The City Council or the City Manager, whichever is the approving authority, may reject any and all bids presented and may re-advertise in its discretion.

The City Council Such approving authority, without advertising for bids, or after rejecting bids, or if no bids are received, may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees and, upon such determination, the City after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section. Such contracts likewise may be let without advertising for bids, if such work shall be deemed by the City Council approving authority to be of urgent necessity for the preservation of life, health or property, and shall be authorized by motion passed by at least four affirmative votes and containing a declaration of the facts constituting such urgency.

The City Council may adopt an ordinance to implement the terms of this Section. Such ordinance may include limited exceptions to the bid solicitation and award provisions set forth above, including special procurement rules for utility projects; provided, however, that any such exception(s) or special rule(s) shall be implemented as part of a City-wide policy or program determined to be in the best overall interests of the City.

Notwithstanding any provisions of this Charter to the contrary, the City may also employ a design-build process for the procurement of Public Works projects. A “design-build process” shall mean a process in which the design and construction of a Public Works Project are procured from a single entity. Prior to employing the design-build process, the City Council shall, by ordinance, establish solicitation and procurement procedures and standards to solicit, qualify, evaluate and select design-build proposals.

The provisions of this section of the Charter, and any and all provisions of City ordinances that are consistent and adopted in connection herewith, shall supersede any and all inconsistent state laws or regulations that may otherwise be applicable to the City’s public works procurement processes.

City Transparency and Accountability Plan

Potential November 2024 City General Obligation Bond Measure Based on community priorities from voter polling and community outreach, and to meet the City’s $624 M infrastructure needs, staff recommend that the City Council place a General Obligation (GO) bond measure on the November 2024 ballot. Voter polling indicates that the community is equally supportive of either a $598 M bond measure or a $298 M bond measure. Because of this voter willingness, and the significant infrastructure needs in Santa Clara, staff is recommending the proposed $598 M bond measure option. The proposed bond would be up to $598 M. In a $598 M scenario, the bond would be funded by leveraging up to an estimated $29 per $100,000 of assessed (not market) property value.

As part of the Council presentation, staff will also present the financial breakdown of a potential bond option for $298 M and is seeking council direction.

Transparency and Accountability
Both community and City Council feedback included guidance on developing a Transparency and Accountability Plan as part of the proposed bond measure. The City’s proposed GO bond measure would incorporate stringent transparency and accountability provisions as outlined in the following Transparency and Accountability Plan. Additionally, all components of the City’s Accountability and Transparency Plan will meet all requirements for ACA 10.

Transparency and Accountability Plan

1. Council approval of an Expenditure Plan, including project category areas and related spending amounts, concurrent with placing a bond on the ballot. [Ordinance Section 13(b)(i)]

2. Process for making changes to the Expenditure Plan would require:
o Staff recommendation;
o Community Oversight Committee review and input; and
o Unanimous approval from the City Council. [Ordinance Section 13(b)(ii)]

3. A Community Oversight Committee will be formed to ensure compliance with bond measure requirements. The Committee will consist of nine members selected by a lottery process made up of:
o Seven residents;
o One small business representative; and
o One large business representative.

Business representatives shall have experience in budgeting, accounting, finance, and/or audit. Additionally, no business representative shall work for, have previously worked for, or be employed by a firm that provides services to any professional sports teams within the City of Santa Clara. Business representatives need not be residents but must be an owner or employee of a business headquartered within the City. Members appointed to the Committee shall receive educational training about bonds and fiscal oversight.

The role of the Committee shall be to (a) ensure that project implementation is consistent with the bond requirements and the Expenditure Plan, (b) review and report on annual audits, and (c) review and provide recommendations to the City Council on any proposed amendment to the Expenditure Plan. [Ordinance Sections 13(a)(viii) and 13(b)(iv)]

Transparency and Accountability Plan

4. Bond expenditures would be subject to independent annual audit with public auditor presentations to the Community Oversight Committee and Council Audit Committee, along with submittal to the State Auditor for review. [Ordinance Sections 13(a)(iv)-(vii) and 13(b)(v)]

5. Strict prohibition on the use of any bond proceeds for:
o Levi’s Stadium improvements;
o Any projects for the sole benefit of Levi’s Stadium; and o Any projects within the 0.5 miles of Levi’s Stadium, except improvements in existing residential neighborhoods or business districts designed to be of substantial direct benefit to those areas and not Levi’s Stadium; and
o For the direct or indirect benefit of any professional sports team [Ordinance Section 13(b)(iii)]

6. Funds could only be used for public infrastructure projects that serve the City of Santa Clara. [Ordinance Section 13(a)(ii)]

7. All bond proceeds are to be deposited into a separate account(s) and tracked on a project- by-project basis to facilitate project oversight and legal compliance audits. [Ordinance Section 13(a)(x)]

8. No money could be used for employee salaries or benefits, with the exception of normal and customary personnel charges for project management and delivery services. Project administrative costs shall not exceed 5% of the proceeds from sale of the bonds. [Ordinance Section 13(a)(i)]

9. Annual public presentation on the Expenditure Plan and Project Status Report to the Community Oversight Committee and the City Council presented by the City Manager, or their designee. [Ordinance Section 13(b)(v)]

10. For projects requiring mail notice, increase the requirement for mail notifications to all properties surrounding bond funded projects from 500 feet to 1,000 feet. [Ordinance Section 13(b)(v)]

11. Communications on bond funded projects:
o City webpage conveying status of all bond funded projects; and o Public signage surrounding projects funded by bond proceeds. [Ordinance Section 13(b)(v)]

Proposed General Obligation Bond Expenditure Plan
$598 Million Bond Measure
Category
Proposed Dollar
Amount Proposed Project Areas
Street Repairs and
Transportation
125,000,000 - Pavement Maintenance and Rehabilitation
- Safe Routes to School
- Pedestrian, Bicycle, and Driver Safety Improvements
- ADA Improvements
- Sidewalk, Curb and Gutter Improvements
- Median Island Improvements
Fire Stations and Public
Safety
175,000,000 - Fire Station Replacements and Renovations - Police Training and Emergency Operations Center/
Disaster Response
- Fire Training Tower Renovation
- Stationary Emergency Generators
Parks and Community
Facilities
150,000,000 - Playground Rehabilitations
- Park Renovations
- Senior Center/Community Center Renovations
- Aquatic Facilities Renovations
- Library Improvements
Stormdrain and Flood
Protection
100,000,000 - Stormdrain System Improvements
- Storm Water Retention Basin Remediation
- Green Stormwater Infrastructure Design/Construction
- Pump Stations Rehabilitations
Other Critical City
Infrastructure
45,000,000 - ADA Transition Plan Implementation (Public Buildings) - Historic Building Renovations
- City Hall Improvements
- Public Parking Lot Improvements
- Energy Efficiency Renovations
Bond Issuance Cost 3,000,000
Total $598,000,000
Potential General Obligation Bond – Proposed Projects
($598 Million Measure)
Proposed Projects
Proposed
Amount
Street Repairs and Transportation
1235 - Street Resurfacing and Rehabilitation Program 50,000,000 ADA Transition Plan Implementation (Public Right of Way) 25,000,000 Safe Routes to School/Bike/Ped/Driver Safety 15,000,000 1382 - Sidewalk, Curb and Gutter Improvements 3,000,000 1248 - Pruneridge Avenue Complete Streets Plan 2,950,000 1203 - Creek Trail Rehabilitation Program 2,500,000
1325 - Bridge Improvements Program 2,170,000
1270 - Public Alley Pavement Rehabilitation 2,060,000
Median Island Improvements 1,700,000
1269 - Bicycle Route Wayfinding - Phase I 300,000
Contingency/Escalation 20,320,000
Street Repairs and Transportation Total $125,000,000
Fire Stations and Public Safety
Fire Station 1 and Fire Headquarters Building Renovation 50,000,000 Police Training and Emergency Operations Center/Disaster Response 50,000,000 6186 - Fire Station 5 Replacement 28,175,000
Fire Station Renovations (e.g., Fire Stations 7 and 9 over 50 years old) 10,000,000 6158 - Stationary Emergency Generators 5,000,000
Fire Station 1 and 8 Security Upgrades 1,910,000
4070 - Training Tower Renovation 783,000
Contingency/Escalation 29,132,000
Fire Stations and Public Safety Total $175,000,000
Parks and Community Facilities
Aged Parks and Buildings Infrastructure in Critical/Poor Condition (2018 Facility Condition Assessment Report)
63,843,000
Aquatic Facilities Renovations 43,850,000
3195 - Henry Schmidt Park Playground Rehabilitation 4,325,000 3187 - Bowers Park Roof/Building Replacement 4,250,000
3137 - Warburton Park Playground Rehabilitation 3,000,000 3131 - Earl Carmichael Park Playground Rehabilitation 2,892,000 3190 - Mary Gomez Park Rehabilitation 2,530,000
Central Park Library Improvements 501,000
Mission Branch Library - HVAC Replacement 20,000
Contingency/Escalation 24,789,000
Parks and Community Facilities Total $150,000,000
Potential General Obligation Bond – Proposed Projects
($598 Million Measure)
Proposed Projects
Proposed
Amount
Stormdrain and Flood Protection
1834 - Stormdrain System Improvements 61,465,000
1837 - Storm Water Retention Basin Remediation 9,209,000 Green Stormwater Infrastructure Design & Construction 6,645,000 1843 - Lafayette St. Underpass at Subway Pump Station 4,946,000 Bowers Ave Underpass SDPS Rehabilitation 2,030,000
1838 - SDPS Motor and Control Replacement 347,000
1835 - Stormdrain Pump Station Outfall Reconstruction Program 250,000 1831 - Stormdrain Renovations 150,000
Contingency/Escalation 14,958,000
Stormdrain and Flood Protection Total $100,000,000
Other Critical City Infrastructure
6138 - Modifications to City Buildings 12,000,000
6184 - ADA Transition Plan Implementation (Public Buildings) 8,250,000 6148 - City Hall HVAC Rehabilitation Project 6,282,000
6139 - Renovations to Historic Buildings 6,000,000
Energy Efficiency Improvements 3,200,000
6140 - Triton Museum Improvements and Roof Replacement 987,000 City Buildings Improvements 500,000
6123 - Public Building Parking Lot Improvements 400,000 Contingency/Escalation 7,381,000
Other Critical City Infrastructure Total $45,000,000
Bond Issuance Cost $3,000,000
Total $598,000,000
Proposed General Obligation Bond Expenditure Plan
$298 Million Bond Measure
Category
Proposed Dollar
Amount Proposed Project Areas
Street Repairs and
Transportation
75,000,000 - Pavement Maintenance and Rehabilitation
- Safe Routes to School
- Pedestrian, Bicycle, and Driver Safety Improvements
- ADA Improvements
- Sidewalk, Curb and Gutter Improvements
- Median Island Improvements
Fire Stations and Public
Safety
75,000,000 - Fire Station Replacements and Renovations
- Police Training and Emergency Operations Center/
Disaster Response
- Fire Training Tower Renovation
- Stationary Emergency Generators
Parks and Community
Facilities
75,000,000 - Playground Rehabilitations
- Park Renovations
- Senior Center/Community Center Renovations
- Aquatic Facilities Renovations
- Library Improvements
Stormdrain and Flood
Protection
50,000,000 - Stormdrain System Improvements
- Storm Water Retention Basin Remediation
- Green Stormwater Infrastructure Design/Construction
- Pump Stations Rehabilitations
Other Critical City
Infrastructure
21,500,000 - ADA Transition Plan Implementation (Public Buildings) - Historic Building Renovations
- Improvements to City Buildings / City Hall
Bond Issuance Cost 1,500,000
Total $298,000,000
Potential General Obligation Bond – Proposed Projects
($298 Million Measure)
Proposed Projects
Proposed
Amount
Street Repairs and Transportation
1235 - Street Resurfacing and Rehabilitation Program 32,000,000 ADA Transition Plan Implementation (Public Right of Way) 8,494,000 Safe Routes to School/Bike/Ped/Driver Safety 8,000,000
1248 - Pruneridge Avenue Complete Streets Plan 2,950,000 1382 - Sidewalk, Curb and Gutter Improvements 2,730,000 1325 - Bridge Improvements Program 2,170,000
1270 - Public Alley Pavement Rehabilitation 2,060,000
1203 - Creek Trail Rehabilitation Program 1,900,000
Median Island Improvements 1,700,000
1269 - Bicycle Route Wayfinding - Phase I 300,000
Contingency/Escalation 12,696,000
Street Repairs and Transportation Total $75,000,000
Fire Stations and Public Safety
6186 - Fire Station 5 Replacement 28,175,000
Fire Station Renovations (e.g., Fire Stations 1, 7, 9 over 50 years old) 17,000,000 Police Training and Emergency Operations Center/Disaster Response 9,000,000 6158 - Stationary Emergency Generators 7,705,000
4070 - Training Tower Renovation 783,000
Contingency/Escalation 12,337,000
Fire Stations and Public Safety Total $75,000,000
Parks and Community Facilities
Aged Parks, Buildings, and Aquatics Infrastructure in Critical/Poor Condition (2018 Facility Condition Assessment Report)
45,182,000
3195 - Henry Schmidt Park Playground Rehabilitation 4,325,000 3187 - Bowers Park Roof/Building Replacement 4,250,000
3137 - Warburton Park Playground Rehabilitation 3,000,000 3131 - Earl Carmichael Park Playground Rehabilitation 2,892,000 3190 - Mary Gomez Park Rehabilitation 2,530,000
Central Park Library Improvements 501,000
Mission Branch Library - HVAC Replacement 20,000
Contingency/Escalation 12,300,000
Parks and Community Facilities Total $75,000,000
Potential General Obligation Bond – Proposed Projects
($298 Million Measure)
Proposed Projects
Proposed
Amount
Stormdrain and Flood Protection
1834 - Stormdrain System Improvements 17,765,000
1837 - Storm Water Retention Basin Remediation 9,209,000 Green Stormwater Infrastructure Design & Construction 6,645,000 1843 - Lafayette St. Underpass at Subway Pump Station 4,946,000 Bowers Ave Underpass SDPS Rehabilitation 2,030,000
1838 - SDPS Motor and Control Replacement 347,000
1835 - Stormdrain Pump Station Outfall Reconstruction Program 250,000 1831 - Stormdrain Renovations 150,000
Contingency/Escalation 8,658,000
Stormdrain and Flood Protection Total $50,000,000
Other Critical City Infrastructure
6184 - ADA Transition Plan Implementation (Public Buildings) 8,250,000 6138 - Modifications to City Buildings 6,500,000
6139 - Renovations to Historic Buildings 2,000,000
6140 - Triton Museum Improvements and Roof Replacement 986,800 Contingency/Escalation 3,763,200
Other Critical City Infrastructure Total $21,500,000
Bond Issuance Cost $1,500,000
Total $298,000,000
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-475 Agenda Date: 7/9/2024

REPORT TO COUNCIL

SUBJECT
Action (1) Authorizing the City Manager to Negotiate and Execute a 20MW Power Purchase Agreement with Bloom Energy to supply power to Amazon Web Services (AWS) and a separate Offtake Agreement with AWS; and (2) Authorizing the City Manager to Negotiate and Execute up to an additional 80 MW of Power Purchase Agreements with qualified vendors for in-City generation solutions and all needed agreements with Customers.

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 to meet the City of Santa Clara’s potential load growth. Staff developed 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 (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 long- term capital improvement projects needed to support anticipated system growth and to replace end- of 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 23, 2024, the City Council adopted Resolution 24-9316 adopting the City of Santa Clara 2024/25 Municipal Fee Schedule, which included new and updated connection fees and load development fees, effective July 1, 2024 (RTC # 24-101). 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 City of Santa Clara Printed on 7/5/2024Page 1 of 6
powered by Legistar™
24-475 Agenda Date: 7/9/2024
for the California Independent System Operator’s Transmission Planning Process FY 2023/24 (SVP System Expansion Plan CAISO TPP FY 2023/24). The 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 updated the City Council regarding these key near-term projects 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 projected 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).
· On May 7, 2024, the City Council authorized the negotiation and purchase of high voltage circuit breakers with a total not-to-exceed amount of $38,000,000 and an additional 15% contingency (RTC # 24-35).
· On May 28, 2024, the City Council authorized the negotiation and purchase of high voltage disconnect switches, station service voltage transformers, voltage transformers and capacitive voltage transformers, and combination revenue metering transformers with a total not-to- exceed amount of $17,400,000 plus an additional 15% contingency (RTC # 24-453).

System Capacity Limitations
SVP staff continues to work on the System Expansion Plan and anticipates completion of SVP’s major projects and the new LS Power CAISO transmission line on or before 2028. At that time, SVP will almost double in size to approximately 1250+/- MW peak capacity. In addition, there are other projects, such as the Battery Energy Storage System, which will increase the System Capacity prior to 2028.

However, in the interim there are limitations for load ramps (how much power a Data Center can use each year) for major data center customers, and this is expected to continue in the near-term and mid-term timeframes. Staff has discussed this item with the City Council as part of the SVP quarterly reports and directly with data center customers. Some customers have expressed an interest in adding more capacity beyond what SVP can currently serve to their facility.

In addition to the System Expansion Plan, staff has been reviewing possible creative options for in City generation (not limited by Transmission constraints) and has encouraged customers and power vendors to bring options/ideas for consideration.

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24-475 Agenda Date: 7/9/2024

DISCUSSION
Over the last two years, SVP staff has encouraged customers and power vendors to propose options for in-City generation (not limited by transmission capacity to the City). The team has had many meetings on a variety of different items including peaker power plants (both natural gas and renewable gas), base load power plants, batteries, and fuel cells. While SVP had lengthy and detailed discussions on some items, none reached a formal proposal, except for the proposed Bloom Power Purchase Agreement (PPA) using fuel cells.

The proposed PPA with Bloom to serve Amazon Web Services (AWS) is not typical for SVP for the following reasons: (1) it will have a shorter term, (2) it will be more expensive than our typical PPA contracts, and (3) it will use natural gas but will be required to meet the State Renewables Portfolio Standard (RPS) Program requirements. In addition to a PPA with Bloom, SVP would separately contract with AWS under an Offtake Agreement, whereby AWS will take all energy SVP produced by the Bloom fuel cells and pay SVP’s costs (including other costs mentioned below), even if they don’t utilize all 20MW.

Below is description of the proposed PPA and the Offtake Agreement.

AWS Power Requirements
AWS has a development project which will located at 2305 and 2315 Mission College Boulevard.

These properties were originally owned by Oppidan Investment Company (Oppidan). On June 22, 2021, the City and Oppidan entered into a substation agreement for a substation known as the Freedom Circle Junction substation. The Freedom Circle Junction substation has an operational capacity of 99 MVA. On March 1, 2022, the City approved a consent to assignment whereby AWS assumed the rights and obligations of Oppidan under the substation agreement. Below is a summary of the substation agreement load ramp:
· Under the substation agreement, AWS has an initial 9 MVA for its use at 2315 Mission College Boulevard.
· The substation agreement has a ten-year load ramp which will get AWS to 32 MVA in 2034 at 2315 Mission College Boulevard.
· The substation agreement did not allocate any electric capacity to AWS for its use at 2305 Mission College Boulevard.

In order to more quickly ramp up the capacity at 2315 Mission College Boulevard and provide capacity to the other Mission College Boulevard lot, AWS wants to have additional capacity of 20 MVA for its use through the proposed in-City generation option. AWS prefers to enter into a separate agreement with the City to receive that energy instead of directly with Bloom, because AWS prefers to partner with utilities as it is consistent with its sustainability policy. Per AWS these type of projects “both support our utility partners, support AWS renewable energy goals, and build capacity that will support utility/AWS growth in our regions. Via this structure we will be better positioned to supply renewable energy RECs to support those corporate renewable energy goals through SVP, and support SVP meeting their RPS requirements.”
In summary, the City proposes to enter into a PPA with Bloom for power and the City will also enter into an Offtake Agreement with AWS to purchase all the power from the Bloom PPA.

Fifteen Year Term
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The term of agreements will be for a period of 15 years. Under the Offtake Agreement, AWS will be required to pay the full cost of the 20MW acquired by the City under the PPA with Bloom (whether they use the full amount or not).

Security
In addition, AWS will need to provide the City financial assurances to address City contractual risk for the full 15-year term. The City has not determined the appropriate form of such assurances or amount that will be required, but it must be sufficient to protect the City in the event of an AWS event of default, including a failure to pay. One preferred security mechanism under consideration would be an irrevocable Letter of Credit issues by a major banking institution.

Cost of the PPA to be borne solely by AWS
The cost of the Bloom PPA will be up to 50% higher than the current rate for SVP industrial customers. Because this PPA will be solely for the benefit of AWS, AWS will be fully responsible for the total PPA cost under the Offtake Agreement and, as such the PPA will not be included as part of
the rate analysis for other SVP customers. SVP will not enter into the Bloom PPA and the Offtake Agreement if AWS does not agree to pay the full cost associated with it. Under the Offtake Agreement, AWS will pay SVP the following:
· All costs associated with providing the power including infrastructure, maintenance and operations, gas, and state and federal compliance requirements (e.g., RPS compliance). · SVP costs for PPA management
· The 5% general fund transfer per the City Charter
Renewable Portfolio Standard (RPS) and Other Regulatory Requirements Under the Offtake Agreement, AWS will be responsible for compliance cost obligations, including, (1) mitigation of any and all impacts associated with compliance with the RPS, (2) submittal of Power Source Disclosure (isolating AWS emissions from the City’s Power Content Label), (3) compliance with regulations and requirements of the California Energy Commission (CEC), California Air Resources Board (CARB), and any other federal or state agency, and (4) mitigation of any increased resource adequacy obligation In connection with these responsibilities, AWS will also be financially responsible for procurement costs of Power Content Category (PCC) 1 bundled energy. Per Bloom, fuel cells are hydrogen capable which could meet RPS and could mitigate AWS’s cost obligations.

AWS is not required to meet the Climate Action Plan requirement for full carbon neutrality for the electric load of its data center at the Mission College Boulevard site. However, the current AWS sustainability policy could meet the same goals. Per AWS their energy supply from utilities, combined with its renewable energy procurement across the United States, has enabled several AWS Regions including the AWS West (Northern California) Region to be carbon neutral.

Offtake Agreement Other Terms
A separate agreement with AWS will be needed to ensure the following:
· AWS will be required to pay for the full 20 MW and all associated costs whether they use it or not
· As detailed above, AWS will agree to pay a rate that will be up to 50% more than the typical SVP rate
· SVP will not provide AWS standby availability for the additional 20 MVA provided by Bloom, meaning
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24-475 Agenda Date: 7/9/2024
Construction Site/Timetable
Assuming the execution of the PPA and the Offtake Agreement, the Bloom fuel cell project will be constructed within AWS property at 2305 and 2315 Mission College Boulevard. It is expected the project will take approximately 2-3 years to reach operations. This time frame includes design, construction, and required coordination and review with PG&E and the CAISO.

Additional PPAs with Bloom and Other Vendors
In addition to the AWS agreement, SVP has coordinated with additional large customers to determine if they would be interested in power under similar terms, specifically the additional cost, offtake, and meeting the RPS. To date, staff has received interest from four large customers.

Staff is requesting authority to negotiate both with Bloom, other similar vendors, and SVP customers for additional PPAs and separate offtake agreements. In addition to Bloom, any vendor can approach SVP at any point for a PPA proposal for consideration; provided that, it is in-City generation.

ENVIRONMENTAL REVIEW
Generally, environmental review under the California Environmental Quality Act (“CEQA”) should take place as early as feasible in the planning process to enable environmental considerations to influence project program and design; however, Section 15004 of Title 14 of the California Code of Regulations provides that CEQA review should not be so early as to preclude the availability of meaningful information for environmental assessment. The proposed actions simply authorize the City to negotiate and enter into PPAs and offtake agreements. Currently, the proposed size of the system, location, and other factors to complete a thorough CEQA environmental review are yet to be determined or not fully developed; therefore, it is too early to perform a complete CEQA review. Each PPA will require that the generating facility, which will be used to supply the counterparty, undergo CEQA review. The PPA shall be terminable in the event it is determined that the supplying generating facility will cause significant adverse environmental effects that are not adequately mitigated or for which there are no overriding considerations. The offtake agreements will likewise be terminable in the event of such a CEQA determination.

FISCAL IMPACT
Once the project is constructed and operational, which is projected to take two to three years, the revenues and expenditures associated with these agreements will be incorporated into the Electric Utility Fund budget. Assuming 20MW at 50% higher than the typical rate, the first-year cost of the agreements will be approximately $35 million, including SVP administration costs and the 5% General Fund Transfer (General Fund transfer estimated at $1.7 million a year).

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

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

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24-475 Agenda Date: 7/9/2024

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and Execute a 20MW Power Purchase Agreement with Bloom or a Bloom affiliate for Amazon Web Services (AWS) and a separate Offtake Agreement with AWS, subject to the review and approval as to form of the City Attorney;

2. Authorize the City Manager or designee to Negotiate and Execute up to an additional 80 MW of Power Purchase Agreements for in-City generation solutions with energy suppliers and separate Offtake Agreements with other SVP customers (each individual PPA and Offtake Agreement cannot exceed 20MW), subject to the review and approval as to form of the City Attorney;

3. Authorize the City Manager or designee to execute all documents, agreements, and certificates as may be required under the terms of the agreement, subject to the review and approval as to form of the City Attorney, including, but not limited to, collateral assignment agreements, estoppel certificates, and performance security documentation, and take any and all actions as are necessary or advisable to implement and administer the agreements; and

4. Authorize the City Manager or designee to execute any amendments to the agreements so long as there is no change to their price or term length.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-640 Agenda Date: 7/9/2024

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to Execute a Purchase and Sale Agreement with Feather River Land Trust for the Loyalton Property.

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara (City) owns and maintains approximately 10,270 rural acres of undeveloped land (Property or Loyalton Property) in Lassen and Sierra Counties near the California-Nevada border. More specifically, the Property is located in northeastern California, about 30 miles north of Truckee, CA, 110 miles northeast of Sacramento, CA, and about 20 miles northwest of Reno, NV.

The Property is referred to locally as the Trosi Ranch, and within the City as the Loyalton Ranch Property. The City purchased the Property with electric utility funds in 1977 for $1,613,850 or $157/acre. The City’s Electrical Department, Silicon Valley Power (SVP), is responsible for the maintenance of the Property. The following Council reports provide additional background and detail on the Loyalton Property:
· August 17, 2021- RTC 21-715
· December 14, 2021 - RTC 21-1577
· March 8, 2022 - RTC 22-316
The property has historically been used as seasonal grazing land and continues to be used as grazing land since the City’s purchase in 1977. Since the property was purchased, grazing leases have been issued to various ranchers to graze cattle. Currently SVP leases the property for cattle grazing
According to City records, the property was acquired with the intent to develop a geothermal power plant. After studies were performed in the early 1980’s, it was discovered that the geothermal potential for the land was much lower than anticipated. The anticipated geothermal plant was never developed. Though the geothermal plant was not deemed feasible, many other uses for the land were investigated, such as quarrying, wind, and solar power. None of the proposed projects considered were productive enough to be economically viable to develop. Some non-traditional ventures that were reviewed included a ski resort and a pheasant farm. These were also rejected as being outside the City’s scope of operations.

The City declared the Loyalton Property as surplus land on June 7, 2022 (RTC 22-768) in accordance with the Surplus Land Act (Government Code sections 54220-54234). On December 8, 2022, the City submitted all appropriate documents to the State of California and completed the Surplus Land Act process on January 9, 2023. On July 2023, the City executed a contract with City of Santa Clara Printed on 7/5/2024Page 1 of 4
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24-640 Agenda Date: 7/9/2024
CBRE, Inc. for brokerage services in connection with the sale of the Loyalton Property.

DISCUSSION
The City placed the Loyalton Property on the market on September 12, 2023 (Attachment 1). The City conducted extensive outreach and marketing in an effort to obtain as many bids as possible.

Ultimately one offer was received from the Washoe Tribe working with the Feather River Land Trust as the Buyer.

Property Use by the Washoe Tribe
The Washoe Tribe has informed the City that the property sale has many benefits for the Washoe Tribe and the area. Per their communications, the sale will protect the multiple cultural and historical sites and artifacts on the Property. It will also protect species and wildlife on the land, in particular the Loyalton deer herd, which is of high importance to the California Department of Fish and Wildlife (CDFW) and within their conceptual area protection plan (CAPP). This sale would also go towards the Governors 30 by 2030 initiative with the goal of protecting 30 percent of California by 2030. The Washoe Tribe and Feather River Land Trust have also started to work on a visioning plan which will provide guidance on the land use and land activities on this property for the future.

Some of the key themes include:
· Return/promotion of health of keystone species, wildlife corridors, native plants important for traditional foods, tools, and medicines.
· Gathering place(s) on the land, trails, interpretation, return of ceremony. · Education and training for the Tribe (including younger generation, language, traditional lifeways/culture camps, history, certifications, and climate adaptation) · Economic development, including restoration contracts (fire recovery, erosion, meadows), classes, and career development
· Sacred site protection
· Washoe Tribe food sovereignty
Purchase and Sale Agreement Key Terms
After the completion of negotiations between City staff and the Feather River Land Trust (Buyer), the parties agreed to enter into a Purchase and Sale Agreement (PSA - Attachment 2), subject to City Council approval. Some of the key elements of the PSA include:
• Purchase Price - $6.0 million subject to Buyer’s appraisal - Loyalton Property must appraise for $6 million otherwise Buyer has an option to terminate the Agreement.
- NOTE - If the appraisal amount is at least $5 million, it is likely, though not guaranteed, that the Buyer will still want to move forward with the purchase and seek an amendment to the Agreement.
• Buyer informed the City that they are subject to a limitation whereby they cannot exceed 20% above appraised value. If the appraised value is at least $5.0 million the Buyer could still offer $6.0 million under their policy. • Any sale price below $6.0 million would require an amendment to the Agreement and such amendment will require City Council approval.
• Appraisal - Within ten days after the Execution Date, the Buyer will select a private state- licensed appraiser who is acceptable to the Seller and Buyer's public funding partner(s) (e.g., state agency)
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24-640 Agenda Date: 7/9/2024
- Buyer will have thirty (30) Business Days to review the Appraisal - Buyer may elect to terminate this Agreement if the Appraisal is not approved by the public funding partner(s)
• Closing - On or before 10 months after the execution date except that Closing may be extended if (1) Buyer's public funding partner(s) has not assured payment; or (2) Such time period necessary for Seller to remove title exceptions and other encumbrances • Deposit - $100,000 to be deposited no later than 5 business days after execution of the agreement; refundable if (1) Buyer's public funding partner(s) fails to fund purchase; (2) Appraisal is less than $6 million; (3) City refuses to remove Buyer’s exceptions to title; or (4) At or prior to the end of Due Diligence Buyer fails to approve the condition of property. The deposit applies to the purchase price.
• Diligence Period - The period commencing the Execution Date and ending ninety (90) days after the Execution Date or as extended by Buyer and Seller through mutual agreement in writing, or if a Phase II environmental report is required. • As-is - Buyer acquires property as-is and releases City from any other obligations upon completion of sale.
• Environmental Release - Buyer will indemnify and hold harmless the City from any and all hazardous materials liability, whether hazardous material contamination occurred prior to or after Buyer’s purchase.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the proposed purchase and sale of the Loyalton Property is exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15312 (Class 12 - Sale of Surplus Land) of Title 14 of the California Code of Regulations.

This exemption is applicable because (1) the Loyalton Property is surplus land, and (2) the purchase and sale agreement does not contain any development obligations or commitments requiring additional environmental review.

FISCAL IMPACT
The sale price is $6.0 million. The closing costs and commission are expected to be approximately $450,000. Funding is available in the Electric Utility Fund for costs related to the sale. Revenue from the sale will be incorporated in the SVP budget upon finalization of sale.

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

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

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to Sections 15312 (Class 12 - Sale of Surplus Land) of Title 14 of the California Code of Regulations; and

2. Authorize the City Manager or designee to execute a Purchase and Sale Agreement City of Santa Clara Printed on 7/5/2024Page 3 of 4
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24-640 Agenda Date: 7/9/2024
(Agreement) with Feather River Land Trust for the Loyalton Property in the amount of $6 million and on the terms presented and take any necessary actions to implement and administer the Agreement, including, execution of a grant deed and an assignment agreement.

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

ATTACHMENTS

1. Listing Advertisement

2. Purchase and Sale Agreement
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407 DUTCHMAN ROAD

CHILCOOT, CALIFORNIA

LOY AL TON
RANCH
±10,310 ACRE PROPERTY LOCATED JUST WEST OF THE TOWN OF LOYALTON

CONTENTS
01 OFFERING

SUMMARY
02 PROPERTY

DETAILS
03 AREA

OVERVIEW

OFFERING

SUMMARY
01 The property does not have any existing buildings or structures. Utilities are to the property, including well and septic. The mineral rights have not been separated and will be transferred with the sale.

LOYA LTON R A NCH - 407 DUTCHMAN ROAD CHILCOOT, CALIFORNIA CBRE, Inc. is pleased to offer Loyalton Ranch in Sierra and Lassen Counties , a ±10,310 acre property to qualified investors. The property is located just west of the Town of Loyalton and about 45 minutes north of Truckee and Tahoe. This is a very rare opportunity to acquire a tract of land of this size in California.

OFFERING SUMMARY | CBRE
4 PROPERTY

DETAILS
02 PROPERTY DETAILS | CBRE

PROPERTY DETAILS
ADDRESS 407 Dutchman Road,
Chilcoot CA 96105
COUNTY / STATE Sierra and Lassen / California
APN 147-040-02-11,147-050-02-11,147-050-03-
11,147-050- 19-11,147-050-20-11,147-070-04-
11,147-070-05-11,147-080-01-11,147-080-03-11,
147-080-11- 11,147-080-14-11,147-080-15-11,021-
010-003,021-020-001,016-100-004, 016-
090-059, 021-010- 006, 021-010-012,
016-100-005, 016-080-008, 016-070-012,
016-090-011, 021-010-013, 016-100-001, 016-
100-006 and 016-080-007
ZONING Various
ACRES 10,310
POWER Liberty Utilities on Site
WATER On-site well
GRAZING LEASE In place until August 2024 at $24,479 per year, tenant has the right to extend for five
years with 3% increases per year. Extension
is by agreement of both the owner and
tenant.

LOYA LTON R A NCH - 407 DUTCHMAN ROAD CHILCOOT, CALIFORNIA 6 . . - -~ • , . - - '--~.-.(.1 - ·.-., --
• . .•;,,J--:.. •• ___.. _.'f,I • h; ~ '>;;~:·-_.. - .

PROPERTY DETAILS | CBRE

PARCEL MAP

LASSEN COUNTY APNS
147-040-002-000
147-050-002-000
147-050-003-000
147-050-019-000
147-050-020-000
147-070-004-000
147-070-005-000
147-080-001-000
147-080-003-000
147-080-011-000
147-080-014-000
147-080-015-000

SIERRA COUNTY APNS
016-070-012-0
016-080-007-0
016-080-008-0
016-090-011-0
016-090-059-0
016-100-001-0
016-100-004-0
016-100-005-0
016-100-006-0
021-010-003-0
021-010-006-0
021-010-012-0
021-010-013-0
021-020-001-0
7 PROPERTY DETAILS | CBRE

WESTERN PORTION
8 PROPERTY DETAILS | CBRE

EASTERN PORTION
9 PROPERTY DETAILS | CBRE
^_
^_
^_
^_
^_
^_^_
Dam
Mine
Shaft
Entrance
Gate
Ranch
Complex
Town of
Loyalton
Loyalton
Landfill
Loyalton
Side Gate
APN 147-050-20
APN 016-090-011
APN 021-010-012
APN 016-100-005
APN 021-010-003
APN 016-100-001
APN 016-080-008
APN 021-020-001
APN 147-080-01
APN 016-090-037
APN 016-100-004
APN 016-070-012
APN 147-050-02
APN 147-040-02
APN 147-070-04
APN 147-050-19
APN 147-080-03
APN 147-080-11
APN 147-070-05
APN 147-080-15
APN 016-080-007
APN 021-010-006
APN
016
-100
-006
APN
147
-080
-14
APN
021
-010
-013
APN
147
-050
-03
Source: Esri, DigitalGlobe, GeoEye, i-cubed, USDA, USGS, AEX, Getmapping, Aerogrid, IGN, IGP, swisstopo, and the GIS User Community Loyalton Property, Loyalton, Ca.

Lassen & Sierra Counties
Legend
^_ Points of Interest
Property Outline
Silicon Valley Power Owned Property
Streets
µ
0 1 20.5
Miles
US Hwy 395
Dutchman
Road
State Hwy 49

PROPERTY MAP
10 D
D
Sith(.,._
V-\1.11.,.
l"n • .,,v
-"
AREA

OVERVIEW
03 AREA OVERVIEW | CBRE

AREA MAP - DRIVE TIMES

2.2 HOURS

4.5 HOURS

TRUCKEE
TAHOE

AIRPORT
1 HOUR

RENO-TAHOE

INTERNATIONAL

AIRPORT
30 MIN
12 AREA OVERVIEW | CBRE
LOYA LTON R A NCH - 407 DUTCHMAN ROAD CHILCOOT, CALIFORNIA About
Plumas
County
The Makings of
Plumas County
Plumas County is located near the
northeast corner of California, up
where the Sierra and the Cascade
mountains meet. The Feather
River, with its several forks, flows
through the county. Quincy, the
unincorporated county seat,
is about 80 miles northeast of
Oroville, California, and about 85
miles from Lake Tahoe and Reno,
Nevada. State highways 70 and 89
traverse the county.

Area Population & Geography
The population of Plumas County is just under
22,000, and the Quincy area population is
about 7,000. The county boasts more than 100
lakes and 1,000 miles of rivers and streams
with over a million acres of national forest.

With only nine people per square mile, this
rural, four seasons mountain retreat offers
beauty, solitude, and clean air, making it the
ideal spot for a quiet vacation.

Quality of Life
The county offers a quality of
life unmatched by other areas in
the United States and is widely
considered one of the most
progressive counties in the state.

The population of the county
has grown quite slowly, and with
U.S. National Forests covering
over 70% of its area, the county
has been able to maintain the
lifestyle which is so attractive to
its residents.

Recreational
Opportunities
Family recreational opportunities
abound in Plumas County or
within driving distance and include
several tournament golf courses.

Numerous lakes and mountain
streams create a playground for
those who love the water. Framed
by mountain ranges, the area is
also a mecca for hiking and skiing.

SOURCE: Plumas County Website
13 w

AFFILIATED BUSINESS DISCLOSURE
© 2023 CBRE, Inc. (CBRE) operates within a global family of companies with many subsidiaries and related entities (each an Affiliate) engaging in a broad range of commercial real estate businesses including, but not limited to, brokerage services, property and facilities management, valuation, investment fund management and development. At times different Affiliates, including CBRE Global Investors, Inc. or Trammell Crow Company, may have or represent clients who have competing interests in the sam e transaction.

For example, Affiliates or their clients may have or express an interest in the property described in this Memorandum (the Property) and may be the successful bidder for the Property. Your receipt of this Memorandum constitutes your acknowledgment of that possibility and your agreement that neither CBRE nor any Affiliate has an obligation to disclose to you such Affiliates’ interest or involvement in the sale or purchase of the Property. In all instances, however, CBRE and its Affiliates will act in the best interest of their respective client(s), at arms’ length, not in concert, or in a manner detrimental to any third party. CBRE and its Affiliates will conduct their respective businesses in a manner consistent with the law and all fiduciary duties owed to their respective client(s).

CONFIDENTIALITY AGREEMENT
Your receipt of this Memorandum constitutes your acknowledgment that (i) it is a confidential Memorandum solely for your limited use and benefit in determining whether you desire to express further interest in the acquisition of the Property, (ii) you will hold it in the strictest confidence, (iii) you will not disclose it or its contents to any third party without the prior written authorization of the owner of the Property (Owner) or CBRE, Inc. (CBRE), and (iv) you will not use any part of this Memorandum in any manner detrimental to the Owner or CBRE.

If after reviewing this Memorandum, you have no further interest in purchasing the Property, kindly return it to CBRE.

DISCLAIMER
This Memorandum contains select information pertaining to the Property and the Owner and does not purport to be all-inclusive or contain all or part of the information which prospective investors may require to evaluate a purchase of the Property. The information contained in this Memorandum has been obtained from sources believed to be reliable, but has not been verified for accuracy, completeness, or fitness for any particular purpose. All information is presented as is without representation or warranty of any kind. Such information includes estimates based on forward-looking assumptions relating to the general economy, market conditions, competition and other factors which are subject to uncertainty and may not represent the current or future performance of the Property. All references to acreages, square footages, and other measurements are approximations. This Memorandum describes certain documents, including leases and other materials, in summary form.

These summaries may not be complete nor accurate descriptions of the full agreements referenced. Additional information and an opportunity to inspect the Property may be made available to qualified prospective purchasers.

You are advised to independently verify the accuracy and completeness of all summaries and information contained herein, to consult with independent legal and financial advisors, and carefully investigate the economics of this transaction and Property’s suitability for your needs. ANY RELIANCE ON THE CONTENT OF THIS MEMORANDUM IS SOLELY AT YOUR OWN RISK.

The Owner expressly reserves the right, at its sole discretion, to reject any or all expressions of interest or offers to purchase the Property, and/or to terminate discussions at any time with or without notice to you. All offers, counteroffers, and negotiations shall be non-binding and neither CBRE, Inc. nor the Owner shall have any legal commitment or obligation except as set forth in a fully executed, definitive purchase and sale agreement delivered by the Owner. CMPM Loyalton OM Santa Clara 8-7-23 09/11/23

© 2023 CBRE, Inc. All rights reserved. This information has been obtained from sources believed reliable but has not been verified for accuracy or completeness.

You should conduct a careful, independent investigation of the property and verify all information. Any reliance on this information is solely at your own risk. CBRE and the CBRE logo are service marks of CBRE, Inc. All other marks displayed on this document are the property of their respective owners, and the use of such logos does not imply any affiliation with or endorsement of CBRE. Photos herein are the property of their respective owners. Use of these images without the express written consent of the owner is prohibited. CMPM Loyalton OM Santa Clara 8-7-23 09/11/23

INVESTMENT CONTACTS

JON WILCOX
Senior Vice President
+1 916 781 4860
Lic. 01385852
[email protected]

BRIAN HUTCHERSON
Regional Manager
1 858 546 2639
Lic. 02075144
[email protected]
407 DUTCHMAN ROAD

CHILCOOT, CALIFORNIA

LOY AL TON
RANCH

AGREEMENT FOR PURCHASE AND SALE OF PROPERTY

SELLER:

CITY OF SANTA CLARA

and
BUYER:

FEATHER RIVER LAND TRUST
PROPERTY: Loyalton Ranch
ADDRESS: 407 Dutchman Road, Chilcoot, CA
EXECUTION DATE: _______________, 2024
1 2

AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
This Agreement for Purchase and Sale of Property (this "Agreement") is executed by and between Seller, as identified in the Key Terms (as set forth below), and Buyer, as identified in the Key Terms as of the Execution Date (as defined in the Defined Terms Below). Buyer and Seller hereby agree that Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the following terms and conditions and for the Purchase Price set forth in the Key Terms, the Property, as defined in the Defined Terms.

ARTICLE I.

KEY TERMS
The following "Key Terms" shall apply to this Agreement:

1.1 "Seller": City of Santa Clara, a chartered California municipal corporation

"Seller's Contact Person": MANUEL PINEDA, P.E., Chief Electric Utility Officer
"Seller's Notice Address":

City Manager’s Office
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attn: City Manager
[email protected]

With copies to:

City Attorney’s Office
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attn: Glen R. Googins
[email protected]

1.2 "Buyer": Feather River Land Trust
"Specify Buyer Entity Type": California Nonprofit Public Benefit Corporation "Buyer's Contact Person": Shelton Douthit

3 "Buyer's Notice Address":
75 Court Street, Quincy, CA 95971
[email protected]
With copy by email only to:

Conservation Partners LLP
5111 Telegraph Ave. #311
Oakland, CA 94609
[email protected]

1.3 "Purchase Price": SIX MILLION DOLLARS ($6,000,000.00)

1.4 "Deposit": A deposit in an amount equal to One Hundred Thousand Dollars ($100,000.00) shall be required to be delivered to Escrow Agent by wire transfer no later than five (5) Business Days after the Execution Date. The Deposit will be non-refundable, except upon a default by Seller or as set forth in Section 3.2, Section 3.3, Article IV, and Article VI of this Agreement.

1.5 "Closing Date": Ten (10) Months after the Execution Date, or such earlier date as Buyer may elect in its sole discretion by delivering written notice to Seller, provided that the Closing Date shall not be earlier than five (5) Business Days after expiration of the Diligence Period, or such later date as provided under Articles VI and VII below.

1.6 "County": Collectively, Sierra County and Lassen County located in the State.

1.7 "State": California.

ARTICLE II.

DEFINED TERMS

2.1 Definitions. The following " Defined Terms" shall have the following meanings when used in this Agreement:
(a) "Agreement": This Agreement for Purchase and Sale of Property executed by both Seller and Buyer.
(b) "Bid Package ": All documen tation and information provided to or otherwise made available to Buyer at least two (2) Business Days prior to execution of this Agreement, by Seller, by Seller’s agent or on the Seller's website related to the Property.
4 (c) "Business Day": Any day, other than a Saturday, Sunday or legal holiday, on which business is conducted by national banking institutions in San Francisco, California.
(d) "Claims": Any and all claims, demands, causes of action, whether administrative or judicial, losses, costs (including any and all reasonable attorneys' fees, court costs, and reasonable costs of investigation, litigation, and settlement), expenses, sanctions, orders, curtailments, interest, liabilities, penalties, fines, expenses, liens, judgments, compensation, fees, loss of profits, injuries, death, response costs and/or damages, of any kind whatsoever, whether direct or indirect, known or unknown, fixed or contingent, joint or several, criminal or civil, or in law or in equity.
(e) "Closing": The closing of the transaction contemplated by this Agreement.
(f) "Deed": The grant deed conveying fee title to the Real Property to Buyer, duly executed by Seller and acknowledged and in proper form for recordation in the County.
(g)
"Diligence Period": The period commencing the Execution Date and ending ninety (90) days after the Execution Date or as extended under Section 3.2 below or as extended by Buyer and Seller through mutual agreement in writing.
(h) "Escrow Agent ": First American Title Company. 333 W Santa Clara Street, Suite 220, San Jose, CA 95113 – Escrow number 1210030. (i) "Event": Any fire or other casualty affecting the Property or any actual or threatened (to the extent that Seller has current actual knowledge thereof) taking or condemnation of all or any portion of the Property. (j) "Execution Date": The date set forth on the cover page of this Agreement, which date shall be the later of the date Buyer and Seller have each executed this Agreement.
(k) "Hazardous Materials ": Any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics. The term " Hazardous Materials" includes, without limitation, any substance regulated under any and all federal, state and local statutes, laws (including case law), regulations, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions, whether now or he reafter in effect, relating to human health, the environment or to emissions, discharges or releases of pollutants, contaminants, toxic substances, hazardous 5 substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous materials or wastes or the clean-up or other remediation thereof. (l) "Hazardous Materials Laws" : all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, and all federal and state court decisions, consent decrees and orders interpreting or enforcing any of the foregoing, in any way relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( 42 United States Code section 9601, et seq.), the Resource Conservation and Recovery Act, (42 United States Code section 6901, et seq.) , and the Clean Water Act, (33 United States Code section 1251, et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the California Hazardous Waste Control Act, (California Health & Safety Code §§25100 et seq.), California Hazardous Substance Account Act California Health & Safety Code §§25300 et seq.), the California Safe Drinking Water and Toxic Enforcement Act ( California Health & Safety Code §§25249 et seq.); the California Hazardous Waste Management Act (California Health & Safety Code ; the Porter-Cologne Water Quality Control Act (California Health and Safety Code §§ 13000 et seq.), and the Safe Drinking Wa ter and Toxic Enforcement Act (California Health and Safety Code §§ 25249.5 et seq.,. and Title 22 of the California Code of Regulations, all as amended to the date hereof.
(m) "Hazardous Materials Reports": Any and all studies, reports, analyses, information, or other written records regarding the presence or absence of Hazardous Materials at, on, in, under or relating to the Land. (n) "Intangible Property": The Permits and any other personal property of worth that is not physical in nature that is owned by Seller and that relates to or involves the Real Property, including, without limitation intellectual property or goodwill.
(o) "Land": Fee title to the parcel of real property, as more particularly described on the attached Exhibit A . If the legal description is not complete or is inaccurate, this Agreement shall not be invalid provided the identity of the Property can otherwise be determined from this Agreement, in which event the legal description shall be completed or 6 corrected after the Execution Date to meet legal requirements as mutually agreed by the parties, such agreement not to be unreasonably withheld. (p) "Permits": Any and all licenses, permits, authorizations, certificates of occupancy and other approvals that are in effect for the current use and operation of the Property.
(q) "Personal Property": All tangible personal property and fixtures owned by Seller and located on or attached to the Real Property. The term "Personal Property" does not include insurance policies, utility deposits or bank accounts.
(r) "Pre-Existing Insurance Claims": Any insurance claims made or to be made by Seller for any Event occurring prior to the Execution Date relating to the Property.
(s) "Proceeds": Any insurance proceeds or condemnation awards payable to Seller on account of any Event.
(t) "Proceeds from Pre- Existing Insurance Claims ": Any proceeds resulting from any Pre-Existing Insurance Claims, regardless of whether such proceeds are received prior to or after Closing.
(u) "Property": Collectively, the Real Property, the Personal Property and the Intangible Property.
(v) "Property Information": All documents and other information set forth in Exhibit E, incorporated by this reference.
(w) "Prorations Date": The day prior to the Closing Date. (x) "Real Property": The Land, together with Seller's interest in the buildings and other improvements and fixtures located thereon or attached thereto, together with Seller's interest in all rights of ways, streets, alleys, air rights, developments, water rights, riparian rights and to water stock, ingress and egress, easements, rights, privileges, hereditaments and appurtenances thereto or in any way appertaining thereto. (y) "Title Commitment": The commitment for issuance of an owner's title insurance policy issued by the Title Company in favor of Buyer in the full amount of the Purchase Price.
(z) "Title Company": First American Title Company at the office selected by the Escrow Agent.
(aa) “Title Policy”: A CLTA (2022 Form ) or an ALTA extended (2016 or 2021 form) Owner’s Title Insurance Policy, insuring Buyer in the amount of the Purchase Price, subject only to the Acceptable Encumbrances. 7 (bb) “Title Report”: A preliminary title report for the Property prepared by the Title Company.

2.2 Other Defined Terms. Other capitalized terms contained in this Agreement shall have the meanings assigned to them herein.

ARTICLE III.

CONDITION

3.1 Information Regarding Property. Prior to the execution of this Agreement, Seller provided the Bid Package to Buyer. Within ten (10) Business Days after the Execution Date, Seller will provide the Property Information to Buyer. All information pertaining to the Property that has been or may be provided by Seller to Buyer, including without limitation, the Bid Package and the Property Information is provided simply as an accommodation to Buyer, and except as otherwise provided in this Agreement or in any documents delivered by Seller pursuant to Section 7.3, Seller makes no representations as to their accuracy or completeness. Buyer understands that some of the foregoing documents and information were provided by others to Seller and were not prepared by or verified by Seller. In no event shall Seller be obligated to deliver or make available to Buyer any of Seller's internal memoranda, attorney- client privileged materials or appraisals of the Property, if any.

3.2 Diligence Period. Buyer's obligation to purchase the Property is conditioned upon Buyer's review and approval, prior to the expiration of the Diligence Period and in Buyer's sole discretion, of all matters pertaining to the physical, structural, electrical, mechanical, soil, drainage, environmental, economic, tenancy, zoning, land use and other governmental compliance matters and conditions respecting the Property, including without limitation the items include in the Bid Package and Property Information. If the Title Company fails to deliver a complete Title Report with all Underlying Documents (defined below) within ten (10) days after the Execution Date as required under Section 6.1, or Seller fails to provide the Property Information withing ten (10) Business Days as provided in Section 3.1, then the Diligence Period will be extended for each day of applicable delay. In addition, if the Buyer's phase I environmental site assessment recommends a phase II environmental site assessment , then, as to Buyer's environmental review of the Property only, the Diligence Period will be extended until the date that is five (5) Business Days after (i) the phase II environmental site assessment is complete or (ii) Seller refuses invasive testing, as set forth in Section 3.3.

If, prior to the expiration of the Diligence Period (as it may be extended in whole or in part), based upon Buyer's review, examination and/or inspection of the Property, Buyer determines in its sole and absolute discretion that it no longer intends to acquire the Property, then Buyer shall promptly notify Seller of such determination in writing, wh ereupon this Agreement, and the obligations of the parties to purchase and sell the Property hereunder, shall terminate. If, however, on 8 or before the expiration of the Diligence Period, Buyer determines that the foregoing matters are acceptable to Buyer and that it intends to proceed with the acquisition of the Property, then Buyer shall promptly notify Seller of such determination in writing ("Approval Notice "). If Buyer fails to deliver the Approval Notice to Seller on or before the expiration of the Diligence Period, Buyer shall be deemed to have disapproved of all of the foregoing matters, this Agreement and the obligations of the parties hereunder shall terminate, and Escrow Agent shall promptly release the Deposit and interest accrued thereon to Buyer.

3.3 Access. Until the Closing Date, provided this Agreement is not earlier terminated as permitted herein, Buyer and Buyer's agents and contractors shall be entitled to enter upon the Property at all reasonable times, but only for the purpose of conducting tests and making site inspections and investigations pursuant to a separate License Agreement (“License Agreement”) Granting Right of Entry To and Allowing Access On Certain Real Property between Seller and Buyer. In any entry, Buyer agrees (a) that no invasive testing may be conducted without Seller's prior consent, which may be withheld by Seller in its sole discretion, (b) not to cause any damage or make any physical changes to the Property , and (c) not to interfere with the rights of tenants or others who may have a legal right to use or occupy the Property; provided, however, if Buyer determines that invasive testing is necessary and Seller does not consent to such testing, then, even if the Diligence Period has ended without Buyer's termination of this Agreement, the Buyer will have the right to terminate this Agreement, in which case the Deposit will be returned to Buyer, and thereupon neither party will have any further obligations under this Agreement except those expressly stated to survive. Under no circumstances shall the right of entry granted herein be interpreted as delivery of possession of the Property prior to Closing. Buyer and Buyer's agents and contractors shall maintain (or cause to be maintained) at all times during their entry upon the Property, commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, bodily injury, death and property damage insurance per occurrence with proper endorsements naming Seller as an additional insured. At Seller's request, Buyer, Buyer's agents and contractors shall each deliver a certificate issued by the insurance carrier of each such policy to Seller evidencing the endorsements naming Seller as an additional insured prior to entry upon the Property. If this Section 3.3 conflicts with the terms of the License Agreement, the terms of this Section 3.3 will control.

3.4 Indemnification. Buyer hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to Seller) Seller, its governing body, its officers, and its employees from and against any and all Claims to the extent resulting from, arising from, or occasioned in whole or in part by any act or omission by Buyer, its agents, contractors, employees, representatives or invitees resulting from Buyer's inspection, examination and inquiry of or on the Property (but not including any claims resulting from the discovery or disclosure of pre - existing physical or environmental conditions or the non- negligent aggravation of pre-existing physical or environmental conditions on, in, under or about the Property), except to the extent resulting from, arising from, or occasioned in whole 9 or in part by any negligence or willful misconduct of Seller, its board members, officers and/or employees. If this Section 3.4 conflicts with the terms of the License Agreement, the terms of this Section 3.4 will control. The provisions of this Section shall survive Closing or termination of this Agreement.

3.5 Buyer's Obligations with Respect to Inspections. If following Seller's prior written approval, Buyer or its agents, employees or contractors take any sample from the Property in connection with any testing, Buyer shall, upon the request of Seller, provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Promptly after Buyer's physical examinations of the Property, but in no event later than ten (10) Business Days after the damage occurs, Buyer shall repair the damage, if any, caused by such physical examinations. Buyer shall promptly pay for all inspections and shall not suffer or permit the filing of any liens arising from such inspections against the Property. If any such liens are filed, Buyer shall promptly cause them to be released or otherwise eliminated from being a lien upon the Property. In the event the transaction contemplated by this Agreement is not closed for any reason whatsoever, Buyer shall remain obligated with respect to the indemnities contained in Section 3.4 and the repair obligations set forth in this Section 3.5. If this Section

3.5 conflicts with the terms of the License Agreement, the terms of this Section 35 will con trol. The provisions of this Section shall survive termination of this Agreement.

3.6 Condition of the Property. Buyer hereby acknowledges that prior to the expiration of the Diligence Period Seller is obligated to have provided Buyer sufficient opportunity make such independent factual, physical and legal examinations and inquiries as Buyer deems necessary and desirable with respect to the Property and the transaction contemplated by this Agreement. Any inspections conducted by Buyer after the expiration of the Diligence Period do not and shall not in any way relieve Buyer of any of its obligations under this Agreement, and the following provisions shall survive Closing:
(a) Based upon Buyer’s familiarity with, and due diligence relating to the Property and pertinent knowledge as to the market in which the Property is situated and in direct consideration of Seller’s decision to sell the Property to Buyer for the Purchase Price, Buyer does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Agreement and the Deed and the other documents to be delivered pursuant to Section 7.3: (i) Buyer is expressly purchasing the Property in its existing condition " AS IS, WHERE IS, AND WITH ALL FAULTS" whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same, except as expressly provided in this Agreement; (iii) by electing to proceed to Closing, Buyer undertook all such inspections and investigations of the Property as Buyer deems necessary or appropriate 10 with respect to the Property and the suitability of the Property for Buyer's intended use, and based upon same, Buyer is relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers and Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (iv) Seller is not making and has not made any warranty or representation with respect to any materials, any marketing information, or offering memoranda, or pamphlets listing or describing the property, or other data provided by Seller or others on behalf of Seller to Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or quality or any other aspect of all or any part of the Property as an inducement to Buyer to enter into this Agreement and thereafter to purchase the Property or for any other purpose; (v) prior to the Execution Date, Buyer had full access to the Bid Package and thoroughly reviewed or had a reasonable opportunity to review this Agreement and the contents of the Bid Package and freely consulted with persons of Buyer's own choosing regarding the terms and conditions of this Agreement and the Bid Package, including but not limited to consultation with legal counsel of its own choosing; and (vi) by reason of all the foregoing, Buyer is assuming the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the Property. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS

AGREEMENT, THE DEED, AND THE OTHER DOCUMENTS TO BE
DELIVERED PURSUANT TO SECTION 7.3, SELLER HEREBY

DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE

WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY

AND FITNESS FOR PARTICULAR PURPOSES), WHETHER

EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO

WARRANTIES WITH RESPECT TO THE PROPERTY, TAX

LIABILITIES, ZONING, LAND VALUE, AVAILABILITY OF

ACCESS OR UTILITIES, INGRESS OR EGRESS, GOVERNMENTAL
APPROVALS, OR THE SOIL CONDITIONS OF THE LAND. BUYER

FURTHER ACKNOWLEDGES THAT BUYER IS BUYING THE
PROPERTY " AS IS " AND IN ITS PRESENT CONDITION AND

THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS

AGREEMENT, THE DEED AND THE OTHER DOCUMENTS TO BE
DELIVERED PURSUANT TO SECTION 7 .3, BUYER IS NOT

RELYING UPON ANY REPRESENTATION OF ANY KIND OR

NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR

AGENTS WITH RESPECT TO THE LAND OR THE PROPERTY,

AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE

MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS

AGREEMENT, THE DEED AND THE OTHER DOCUMENTS TO BE
DELIVERED PURSUANT TO SECTION 7.3.
11 (c) WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF

THIS AGREEMENT, SELLER MAKES NO WARRANTY WITH

RESPECT TO THE PRESENCE ON OR BENEATH THE LAND (OR

ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS
MATERIALS. BY ACCEPTANCE OF THE DEED, BUYER WILL

HAVE ACKNOWLEDGE D THAT BUYER'S OPPORTUNITY FOR

INSPECTION AND INVESTIGATION OF SUCH LAND HAS BEEN

ADEQUATE TO ENABLE BUYER TO MAKE BUYER'S OWN

DETERMINATION WITH RESPECT TO THE PRESENC E ON OR
BENEATH THE LAND OF SUCH HAZARDOUS MATERIALS.
(d) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,

BUYER ACKNOWLEDGES AND AGREES THAT THE SELLER

SHALL NOT BE RESPONSIBLE FOR ANY CLAIMS ARISING OUT

OF OR RELATING TO MOLD AND/OR OTHER MICROSCOPIC

ORGANISMS AT THE PROPERTY INCLUDING BUT NOT

LIMITED TO PROPERTY DAMAGES, PERSONAL INJURY,

ADVERSE HEALTH EFFECTS, LOSS OF INCOME, EMOTIONAL

DISTRESS, DEATH, LOSS OF USE OR LOSS OF VALUE AND

BUYER HEREBY IRREVOCABLY RELEASES SELLER

GOVERNING B OARD M EMBERS, ITS OFFICERS, AND ITS
EMPLOYEES FROM THE SAME.
(e) Other than as expressly set forth in this Agreement, in the Deed and in the other documents to be delivered by Seller pursuant to Section 7.3, neither Seller nor any agents, representatives, or employees of Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to Buyer or any agents, representatives, or employees of Buyer with respect to the Property, including, without limitation, (a) the physical condition of the Property (including the presence or absence of Hazardous Materials), zoning, set -back and other ordinances, codes, regulations, rules, requirements and orders affecting occupancy or operation of the Property, plans, specifications, any affordable housing restrictions or requirements, costs or other estimates, projections, including income and expense projections concerning the same, and (b) the Property’s compliance with Hazardous Materials Laws . Buyer specifically waives and releases Seller an d its respective successors, assigns, governing board members , representatives, employees, agents, adjustors, accountants, officers, officials, and attorneys from (1) all warranties, express, implied, statutory or otherwise (including warranties of merchantability and warranties of fitness for use or acceptability for the purpose intended by Buyer) with respect to the Property or its condition or the prospects, operations or results of operations of the Property except with respect to the express representations and warranties contained in the Agreement, the Deed and the other documents to be delivered pursuant to Section 7.3, and (2) except with respect to Claims arising out of Seller's breach of any representation, warranty, covenant or agreement in this 12 Agreement, the Deed, any other documents delivered by Seller pursuant to Section 7.3 and any other Agreement provisions that expressly survive the Closing, all Claims that Buyer would have against Seller.

3.7 In connection with this Section 3.7, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR

OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. OR RELEASED PARTY."
Thus, notwithstanding the provisions of Section 1542 or of any similar statute, and for the purpose of implementing a full and complete release, Buyer expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which are known and all Claims which Buyer does not know or suspect to exist in Buyer’s favor at the time of execution of this Agreement and that this Agreement contemplates the extinguishment of all such Claims provided, however, that the foregoing release does not apply to, and Buyer does not waive or release Claims arising out of Seller's breach of any representation, warranty, covenant or agreement in this Agreement, the Deed, any other documents delivered by Seller pursuant to Section 7.3 and any other Agreement provisions that expressly survive the Closing or Seller's fraud or willful misconduct (as provided in Section 13.16(e) below).

Initials of Buyer:

ARTICLE IV.

CONDITIONS FOR CLOSING

4.1 [INTENTIONALLY OMITTED].

4.2 Buyer’s Conditions. The obligation of Buyer to purchase the Property from Seller, and to perform the obligations required to be performed by Buyer at the Closing, are subject to each of the following conditions precedent (“Buyer’s Conditions”):
(a) Closing Documents. Seller shall have tendered at Closing all closing documents to which Seller is a party.
(b) Compliance with Agreement. Seller shall have performed and complied in all material respects with its obligations under this Agreement. (c) Representations and Warranties. All of Seller’s representations and warranties under Sections 9.2 are true and correct in all material respects as of Closing.
13 (d) Title Policy. The Title Company shall have irrevocably committed to issue, but for payment of premium (other than premium or other cost to be paid by the Seller pursuant to this Agreement), the Title Policy. (e) Appraisal.
(1) Within ten (10) days after the Execution Date, Buyer will select a private state-licensed appraiser who is acceptable to Seller and Buyer's public funding partner(s) ("Funder"). Buyer shall hire, instruct, and pay the appraiser to prepare a full narrative report appraisal ("Appraisal") setting forth the appraiser's conclusions with respect to the Property's market value naming Seller, Buyer, and each Funder as intended users. Buyer shall promptly provide Seller with a copy of the Appraisal.
(2) Buyer will have thirty (30) Business Days to review the Appraisal.

If the Appraisal determines the fair market value of the Property is less than the Purchase Price, Buyer shall have the right to terminate this Agreement by providing written notice to Seller and Escrow Agent before the end the 30-Business-Day period, in which case Escrow Agent will return the Deposit, less any escrow cancelation fees, and neither party will have any obligation to the other except those provisions expressly stated to survive termination. If Buyer fails to notify Seller of its election to terminate within that period, then Buyer will be deemed to have approved the Appraisal and the valuation of the Property therein.
(3) In addition, Buyer may elect to terminate this Agreement if the Appraisal (and any updates thereto) are not approved by the Funder.

In this situation, the Deposit shall be returned to Buyer less any escrow cancel ation fees, and the Parties shall have no further obligation to each other under this Agreement , except those expressly stated to survive.
(4) If, after the Appraisal is prepared, the Fund er require a new or updated appraisal of the Property, the procedures and provisions in this subsection (e) shall be repeated.
(f) Funding. On or before the Clos ing, Funder shall have deposited with Escrow Agent funds for Buyer’s use in amount sufficient for Buyer to acquire the Property under the terms of this Agreement.

4.3 Effect of Non-Satisfaction of a Condition. If any condition set forth in Section 4.2 is not satisfied or waived by Buyer on or before the Closing Date, Buyer may, in its sole and absolute discretion, terminate this Agreement by notice to the Seller. If this Agreement is terminated pursuant to this Article IV, notwithstanding any other provision of this Agreement, all Buyer documents and funds, including the Deposit 14 and any interest thereon, shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder, except for any obligations which expressly survive the termination of this Agreement and the payment of any escrow and title cancellation fees which shall be borne equally by Buyer and Seller.

ARTICLE V.

TERMS OF PAYMENT; CLOSING ADJUSTMENTS

5.1 Payment of Purchase Price. The Purchase Price shall be paid as follows:
(a) Credit for Dep osit. If Buyer fails to deliver the Deposit as and when required by this Agreement, Seller, at Seller's sole discretion, may terminate this Agreement by providing notice to Buyer of such termination and, thereafter, this Agreement shall be terminated and neither party shall have any further rights or obligations hereunder. The Deposit is consideration for the rights granted to Buyer to purchase the Property and shall be non-refundable except as otherwise provided herein.

If and only to the extent Buyer in its sole discretion and dealing entirely with the Escrow Agent (it being acknowledged by Buyer that Seller shall have no responsibility or liability in connection therewith) supplies Buyer's Taxpayer Identification Number to the Escrow Agent and executes all necessary forms required by the Escrow Agent, the Deposit shall be held in an interest bearing account with a financial institution selected by the Escrow Agent. Any accrued interest shall become a part of the Deposit to be applied or disposed of in the same manner as the Deposit. At Closing Buyer shall receive a credit against the Purchase Price in the amount of the Deposit (less any accrued interest thereon) and the Deposit (less any accrued interest thereon) shall be delivered to Seller.

Any accrued interest on the Deposit shall be delivered upon Closing by the Escrow Agent to Buyer as Buyer may reasonably direct. Upon execution of this Agreement and payment of the Deposit, the Deposit shall become immediately non -refundable to Buyer unless this Agreement is terminated (A) due to a default by Seller ; or (B) as a result of the failure of a condition to Closing benefiting Buyer including under Section 3.2, Section 3.3, Article IV, and Article VI.
(b) Payment at Closing . The balance of the Purchase Price, subject to the prorations and adjustments for which provision is herein made, shall be paid by Buyer to the Escrow Agent by wire transfer to Escrow Agent's account at the time of Closing, and the Escrow Agent shall immediately upon Closing disburse such funds pursuant to the final Closing Statement.

Wired funds must be received in the Escrow Agent’s account prior to 12:00 p.m. Pacific Standard Time on the Closing Date for Seller to receive the benefit of such funds. Accordingly, if funds are received after 12:00 p.m. Pacific Standard Time on any day, they shall not be deemed received 15 until the following Business Day. Subject to the provisions of Section 7.2, if the Escrow Agent does not receive the funds within three (3) Business Days after the Closing Date, then either party may elect to terminate this Agreement, in which case, Buyer shall forfeit the Deposit to Seller and neither party will have any further obligations to the other party under this Agreement.

5.2 Prorations; Adjustments; Closing Costs. The following adjustments and prorations shall be computed as of the Prorations Date. All costs and expenses of the Property with respect to the period on and prior to the Prorations Date shall be charged to Seller. All costs and expenses of the Property with respect to the period after the Prorations Date shall be charged to Buyer. Seller shall be entitled to receive all revenues and shall be charged with all expenses relating to the ownership and operation of the Property through the Prorations Date.

5.3 Costs and Expenses. Except as expressly set forth in this Agreement, Closing and Escrow costs shall be allocated between Buyer and Seller in accordance with the custom of Sierra County; Seller will pay for Buyer's CLTA Title Policy; if Buyer elects ALTA extended coverage, then Buyer will pay for the incremental increased cost for the ALTA extended coverage Title Policy. Buyer shall be fully responsible for (1) any surveys; (2) any additional title reports and title policies beyond the Title Report and Title Policy, and (3) such other costs and expenses Buyer may incur to conduct its due diligence investigations. Attorneys' fees, consulting fees, and other due diligence expenses shall be borne by the party incurring such expense. The provisions of this Section shall survive Closing.

ARTICLE VI.

TITLE

6.1 Title Report. Within fifteen (15) days of the Execution Date or such additional time as reasonable required by Seller, Seller shall cause Title Company to deliver to Buyer the Title Report together with copies of all written instrumen ts creating the exceptions specified therein, referenced in the legal description, and plat maps plotting all easements specified therein (collectively, the "Underlying Documents") and a copy thereof to Seller.

6.2 Buyer’s Review. Buyer shall review the Title Report, and Buyer shall have sixty (60) days from the Buyer ’s receipt of the Title Report and all Underlying Documents to give written notice regarding Buyer’s approval or disapproval of the Title Report, including without limitation any exceptions. If Buyer timely and properly delivers written objection(s) to any items in the Title Report, then Seller shall notify Buyer in writing within three (3) Business Days after receipt of Buyer’s notice of Buyer’s title objections (but, in any event, prior to the Closing Date) whether Seller elects to remove, discharge or correct the same (and Seller’s failure to respond in writing within such period shall be deemed an election by Seller not 16 to remove, discharge or correct Buyer’s title objections), and Seller s hall have the right but not the obligation to use reasonable diligence to remove, discharge or correct such liens, encumbrances or objections and shall have a period of thirty (30) days after receipt of notice thereof in which to do so (and if necessary the Closing Date shall be extended on a day for day basis). Seller shall not in any event be obligated to pay any sums of money or to litigate any matter in order to remove, discharge or correct any lien, encumbrance or objection. Any attempt by Seller to remove other title exceptions (i.e., exceptions that Seller is not obligated to remove pursuant to the preceding sentence or otherwise in this Article VI) shall not impose an obligation upon Seller to remove such exceptions. If Seller shall be unwilling or unable to remove or discharge such other liens, encumbrances or objections within such period, then Buyer may, at its option, no later than five (5) Business Days after Seller notifies Buyer of Seller’s unwillingness or inability, either terminate this Agreement or accept title in its then existing condition without reduction of the Purchase Price. If Buyer shall elect to terminate this Agreement, the Deposit, shall be returned to Buyer, this Agreement shall terminate, and thereafter neither Seller nor Buy er shall have any further rights or obligations hereunder except such obligations of this Agreement which specifically survive termination. If Buyer fails to give written notice of objection(s) to Seller prior to completion of Closing, all matters reflected on the Title Commitment shall, except with respect to matters that are deemed objections of Buyer, be deemed acceptable encumbrances, this Agreement shall remain in full force and effect and Buyer shall, subject to satisfaction of the conditions set forth in Section 4.2 and further subject to Section 13.1, be obligated to complete the transaction as required by this Agreement. For the avoidance of doubt, Seller shall cause all mortgages, security agreements and deeds of trust encumbering the Property to be released of record not later than Closing.

ARTICLE VII.

ESCROW AND CLOSING

7.1 Escrow Instructions. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Escrow Agent, and this Agreement shall serve as the instructions to the Escrow Agent as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.

7.2 Time and Place. Closing shall take place on the Closing Date or such earlier date as may be mutually acceptable to the parties with all deliveries to be made in escrow to the Escrow Agent prior to the Closing Date; provided, however, that pursuant to Section 6.2 Seller may extend the Closing Date for purposes of curing objections to the status of title that were timely and properly raised by Buyer. Seller 17 acknowledges that Buyer is seeking funding for the acquisition of the Property from the Funders. If before the Closing Date Buyer has received reasonable assurance of such funding, but additional time for is required to accommodate the Funder's final approval process and delivery of funds to the Escrow Agent, then by written notice to Seller not less than five (5) Business Days before the Closing Date, and Buyer may extend the Closing Date for a period not to exceed one hundred twenty (120) days to accommodate the Funder; provided however, Buyer shall increase the Deposit by an additional fifty thousand dollars ($50,000). If Buyer has not obtained or otherwise secured funding by the extended Closing Date, Buyer or Seller may elect to terminate this Agreement, in which case Buyer shall forfeit the Deposit to Seller, and neither party will have any further obligations to the other party under this Agreement.

7.3 Seller's Deposit of Documents. At or before Closing, Seller shall deposit or cause to be deposited into escrow with the Escrow Agent the following items:
(a) two (2) duplicate originals of the Deed duly executed and acknowledged in recordable form with respect to the Real Property, in the form of Exhibit B hereto, together with any State, County and local transfer tax declarations and forms required to be executed by Seller; (b) an executed Certificate of Non-Foreign Status;
(c) an executed combined Buyer -Seller Closing Statement prepared by the Escrow Agent reflecting all financial aspects of the transaction ("Closing Statement");
(d) a completed State of California Form 593-C;
(e) Appropriate evidence of existence, good standing, qualification in California (if applicable), and authorization reasonably satisfactory to Buyer and satisfactory to the Title Company regarding the consummation of the transaction contemplated by this Agreement;
(f) An executed and acknowledged Owners Affidavit, to the extent and in such form as the Title Company shall reasonably require in order for the Title Policy to be issued at Closing;
(g) A GAP indemnity to the extent and in such form as the Title Company shall reasonably require in order to close on the Closing Date; and (h) An executed Seller Closing Certificate that all of Seller’s warranties and representations remain true and correct in all material respects as of Closing in the form of Exhibit D.
18 7.4 Buyer’s Deposit of Documents. At or before Closing, Buyer shall deposit or cause to be deposited into escrow with the Escrow Agent the following items:
(a) cash to close in the amount required by Section 5.1 hereof; (b) any State, County and local transfer tax declarations and forms required to be executed by Buyer;
(c) an executed Closing Statement;
(d) an executed Certificate of Buyer that all of Buyer’s warranties and representations remain true in all material respects as of Closing in the form of Exhibit C hereto;
(e) evidence reasonably satisfactory to Seller and the Esc row Agent reflecting that all documents executed by Buyer at Closing were duly authorized and executed;
(f) if required by Escrow Agent, a Certificate of Good Standing from the Secretary of State in which Buyer is organized (if Buyer is a corporation, limited partnership or limited liability company);
(g) a completed Preliminary Change of Ownership form for each County; and

7.5 Other Documents. Buyer and Seller shall each deliver such other documents as are otherwise required by this Agreement to consummate the purchase and sale of the Property in accordance with the terms hereof. Unless the parties otherwise agree in writing, the Escrow Agent is hereby designated as the “ Reporting Person” for the transaction pursuant to Section 6045(e) of the United States Code and t he regulations promulgated thereunder. If requested in writing by either party, the Escrow Agent shall confirm its status as the “Reporting Person” in writing, which such writing shall comply with the requirements of Section 6045(e) of the United States Code and the regulations promulgated thereunder.

7.6 Possession. Possession of the Property shall be surrendered to Buyer at Closing.

ARTICLE VIII.

ENVIRONMENTAL MATTERS

8.1 Release. Without limiting Section 3.6, Buyer acknowledges that Seller is not in any manner responsible to Buyer for the presence of any Hazardous Materials at, on, in, under or relating to the Property, if any. Buyer hereby specifically and irrevocably releases the Seller , its governing board members, its officers, and its employees from any and all Claims relating to the presence on or under, or the 19 escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the Property, if any, including without limitation, any residual contamination, in, on, under or about the Property or affecting natural resources, whether prior to or following Closing, and also including, without limitation, any liability due to asbestos-containing materials at the Property. BUYER'S CLOSING

HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS

WAIVER OF BUYER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO

SUE SELLER AND OF BUYER'S RIGHT TO CAUSE ANY OF SELLER 'S

GOVERNING BOARD MEMBERS , OFFICERS, OR EMPLOYEES TO BE

JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR

LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR

HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR

REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR

DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES

REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH

HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING BUT NOT
LIMITED TO FEDERAL " CERCLA", " RCRA", AND " SARA" ACTS. The acknowledgments of Buyer and the release contained in this Section of this Agreement shall survive Closing or termination of this Agreement.

8.2 Indemnification. Without limiting the provisions of Section 3.4 and Section 3.7, effective as of the Closing, Buyer hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to Seller) Seller, its governing board members, its officers, and its employees from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses actually and reasonably incurred in connection therewith (including, but not limited to, reasonable attorney's fees and expenses), arising directly or indirectly, in whole or in part, out of the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the Property, if any, including without limitation, any residual contamination, in, on, under or about the Property or affecting natural r esources, whether prior to or following Closing, and also including, without limitation, any liability due to asbestos -containing materials at the Property. . The foregoing indemnity shall further apply to any residual contamination on or under the Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. The provisions of this Section 8.2 shall survive the termination of this Agreement.

8.3 Confidentiality of Hazardous Materials R eports. Unless and until the Closing actually occurs, Buyer, its agents, consultants and employees shall keep confidential all Hazardous Materials Reports and other information, received or completed by Buyer in Buyer’s independent factual, physical and legal examinations and inquiries of the Property, except that: (a) Buyer shall if requested 20 by Seller in writing promptly after receipt provide copies thereof to Seller; and (b) Buyer may disclose same to (i) its consultants if Buyer first obtains the agreement in writing of such consultants to keep such Hazardous Materials Reports and related documentation confidential, ( ii) as required by applicable law, ( iii) in connection with litigation or other judicial proceedings ; ( iv) its attorneys, accountants and advisors; and (v) to any Funder and to Permitted Assignees (as defined in Article X below). Except as provided in the preceding sentence, unless and until the Closing actually occurs, neither the contents nor the results of any test, report, analysis, opinion or other information shall otherwise be disclosed by Buyer, its agents, consultants and employees without Seller’s prior written approval not to be unreasonably withheld, delayed or conditioned. Buyer may disclose to anyone after the Closing. The provisions of this Section 8.3 shall survive the termination of this Agreement.

ARTICLE IX.

WARRANTIES AND REPRESENTATIONS AND COVENANTS

9.1 Buyer's Representations and Warranties. Buyer warrants and represents that: (a) Buyer has the full right, power, and authority to purchase the Property from Seller as provided in this Agreement and to carry out Buyer's obligations hereunder; (b) Buyer is duly formed and in good standing under the laws of California and duly authorized to conduct business in the State, provided however, in the event that Buyer assigns this Agreement to an entity pursuant to the terms of Article X of this Agreement, any such entity shall be duly formed and in good standing under the laws of the state of its formation and qualified to transact business in the State; (c) all requisite action necessary to authorize Buyer to enter into this Agreement and to carry out Buyer's obligations has been obtained; (d) this Agreement has been duly authorized, executed and delivered by Buyer; and (e) the execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other agreement to which Buyer may be a party or by which Buyer may be bound. The provisions of this Section shall survive Closing.

9.2 Seller’s Representations and Warranties. Seller represents and warrants to Buyer:
(a) Authorization. Seller is a duly organized chartered municipal corporation formed within and in good standing under the laws of the State of California. Seller has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Seller has been fully authorized by all requisite actions on the part of the Seller. (b) No Conflict. Seller is not prohibited from consummating the transactions contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment.
21 (c) No Bankruptcy Proceedings. There are no assignments for the benefit of creditors, receiverships, conservato rships, or voluntary or involuntary proceedings in bankruptcy filed by Seller or pending against Seller. (d) No Condemnation. Seller has not received any notice that any condemnation or eminent domain proceedings are pending or threatened against the Property.

9.3 Seller’s Knowledge; Survival . For purposes of this Agreement, Seller’s “knowledge” or words of similar import means the actual knowledge of MANUEL PINEDA, P.E. after reasonable and diligent inquiry and investigation. Seller represents and warrants that MANUEL PINEDA, P.E. is the person most knowledgeable about the Property and has access to information about the Property.

9.4 Limitations. Notwithstanding anything in this Agreement to the contrary, Seller’s liability for breaches of covenants under this Agreement or of the representations and warranties set forth in Section 9.2 discovered by Buyer after Closing is subject to the following limitations:
(a) Filing of Cla im. Any claim by Buyer against Seller for a breach of a covenant, representation or warranty must be asserted during the period of six months following the Closing and, any litigation related to such claim must be brought within twelve (12) months following the Closing. (b) Actual Knowledge. If Buyer proceeds with Closing despite having the right to terminate this Agreement on account of any breach of a representation or warranty by Seller as to which Buyer has actual knowledge of before Closing, Buyer shall have no claim for any such breach of a representation or warranty, and, by proceeding with Closing as aforesaid, Buyer shall be deemed to have waived all claims based on or resulting from the breach of any such representations, warranties or covenants. For purposes of this Agreement, Buyer’s “knowledge” or words of similar impor t means the actual knowledge of Shelton Douthit without any independent investigation and does not include any imputed or constructive knowledge that may be attributed to such individual(s).

9.5 Aggregate Liability. Seller’s aggregate liability to Buyer under this Agreement after Closing shall in no event exceed One Hundred Thousand Dollars ($100,000).

9.6 INTENTIONALLY OMITTED.

9.7 Seller’s Covenants. Seller covenants and agrees as follows until the Closing:
(a) Insurance. Seller shall cause to be maintained in force Seller’s existing Property coverage insurance and commercial general liability insurance upon the Property in the amounts not less than such amounts as are, on the Execution Date, carried by Seller.
22 (b) Title. Seller shall not
(1) further encumber the Property in any consensual manner without the prior written consent of Buyer.
(2) cause or permit any mortgage, deed of trust, or other lien to be foreclosed upon due to Seller's actions or omissions, including failure to make a required payment or failure to obtain any required consent;
(3) sell, convey, assign, transfer, encumber, or otherwise dispose of the Property, or any part thereof or interest therein.
(4) or apply for any variance, change or modification with respect to any zoning of the Property or use of the Property without Buyer’s prior written consent.

ARTICLE X.

ASSIGNMENT
Buyer may assign this Agreement, in whole or in part, to the Washoe Tribe of Nevada and California and/or the State of California or any agency or subdivision thereof (each, a "Permitted Assignee") pursuant to Seller's form of consent to assignment substantially in the form attached as Exhibit F. Buyer may not otherwise, prior to the Closing, assign this Agreement, nor may any of Buyer's rights hereunder be transferred in any manner, nor may any of Buyer's rights hereunder or any ownership interest in Buyer be transferred in any manner to any person or entity, without Seller's specific prior w ritten consent, which consent may be withheld by Seller for any reason whatsoever. If Seller agrees to such an assignment, the assignment shall be made through the execution of Seller's form of consent to assignment substantially in the form attached as Exhibit F.

ARTICLE XI.

DEFAULT

11.1 Buyer's Default. If Buyer shall fail to close the transaction contemplated hereby as and when required, except as a result of any Seller default or failure of a condition, or if Seller fails to close the transaction contemplated hereby as a result of a material Buyer default, the Deposit shall be paid over to Seller as agreed as liquidated damages and not as a penalty, it being acknowledged by Buyer and Seller that in such event Seller will suffer substantial damages but such damages a re incapable of exact ascertainment. After payment to Seller of the Deposit, neither Seller nor Buyer shall have any further rights or obligations hereunder except that Buyer shall remain obligated with respect to the obligations which specifically survive termination. If subsequent to Closing, Buyer shall fail to comply with its obligations contained herein which survive Closing, Seller, in addition to any rights and 23 remedies provided herein, shall be entitled to any and all remedies available at law or in equity.

SELLER AND BUYER ACKNOWLEDGE THAT SELLER’S DAMAGES WOULD BE

DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES RESULTING FROM A DEFAULT BY BUYER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLER AND BUYER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES

LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, BOTH AT LAW AND IN

EQUITY, ARISING FROM OR RELATED TO A BREACH BY BUYER OF ITS

OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND SELLER’S RIGHT TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND EXPENSES. THE

PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED

AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE

LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.

Buyer

Seller

11.2 Seller's Default. Seller is in default of this Agreement before or at the Closing, Buyer may elect either
(a) to terminate this Agreement, in which case the Deposit (including accrued interest) shall be returned to Buyer, and Seller shall pay all escrow cancellation fees, and thereafter neither Buyer nor Seller shall have any further liability hereunder; or
(b) to seek specific performance of Seller’s obligations hereunder.

11.3 Waiver of Other Remedies. Buyer expressly waives all other remedies, including suit for damages, provided that nothing herein precludes a claim against Seller after Closing for a breach of any representations and warranties, subject to the limitations of Section 9.4 hereof.

11.4 No Obligation of Seller after Closing. Buyer expressly acknowledges and agrees that Seller has no obligations with respect to the Property that survive Closing, except as specifically set forth in this Agreement . The provisions of this Section shall survive Closing.

24 ARTICLE XII.

NO JOINT VENTURE
Buyer acknowledges and agrees that Seller is not a venturer, co-venturer, insurer, guarantor or partner of Buyer in Buyer's development of, construction upon and resale of the Property, and that Seller shall bear no liability whatsoever resulting from or arising out of Buyer's ownership and development of, and construction upon, the Property. The provisions of this Article shall survive Closing.

ARTICLE XIII.

MISCELLANEOUS

13.1 Risk of Loss.
(a) Seller shall retain all rights with respect to any Pre -Existing Insurance Claims and any Proceeds from Pre-Existing Insurance Claims. (b) Seller agrees to give Buyer prompt notice of any Event occurring after the Execution Date and before the Closing Date.
(c) If, on or after the Execution Date and prior to Closing, any Event shall occur, B uyer may not terminate this Agreement, Seller shall not be obligated to repair the Property, and Closing shall take place as provided herein.
(d) Seller and Buyer each expressly waive the provisions of California Civil Code Section 1662 and hereby agree that the provisions of this Agreement shall govern the parties’ obligations in the event of any damage or destruction to the Real Property or the taking of all or any part of the Real Property, as applicable.
(e) The provisions of this Section shall survive Closing.

13.2 Independent Consideration. As additional consideration to Seller if this Agreement is terminated before the Closing, then Seller will receive $100 from Buyer, which amount has been bargained for and agreed to as "Independent Consideration" for having entered into this Agreement and for having granted Buyer the exclusive right to purchase the Property as provided in this Agreement.

13.3 Construction. The terms " Seller" and "Buyer" whenever used in this Agreement shall include the heirs, personal representatives, successors and assigns of the respective parties hereto; provided, however, that Buyer's right of assignment is restricted by the provisions hereof. Whenever used, the singular number shall include the plural and the plural the singular, and the use of any gender shall include all genders. The term " including" as used herein shall in all instances mean 25 "including, but not limited to ." The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the interpretation of this Agreement. This Agreement and any related instruments shall not be construed more strictly against one party than against the other by virtue of the fact that initial drafts may have been prepared by counsel for one of the parties, it being recognized that this Agreement and any related instruments are the product of extensive negotiations between the parties hereto.

13.4 Counterparts and Electronic Signa tures. This Agreement may be executed in multiple counterparts by the parties hereto . All counterparts so executed shall constitute one agreement binding upon all parties, notwithstanding that all parties are not signatories to the original or the same counterpart. Each counterpart shall be deemed an original Agreement all of which shall constitute one agreement to be valid as of the date of this Agreement. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. Seller and Buyer agree that this Agreement or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act ("E-Sign Act"), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act ("UETA") and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on both Seller and Buyer the same as if it were physically executed and Buyer hereby consents to the use of any third party electronic signature capture service providers as may be chosen by Seller.

13.5 Severability and Waiver . Invalidation of any one Section or provision of this Agreement by judgment or court order shall in no way affect any other Section or provision, except to the extent that enforcement of this Agreement without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Agreement. Failure of any party to this Agreement to insist on the full performance of any of its provisions by the other party (or parties) shall not constitute a waiver of such performance unless the party failing to insist on full performance of the provision declares in writing signed by it that it is waiving such performance. A waiver of any breach under this Agreement by any party, unless otherwise expressly declared in writing, shall not be a continuing waiver or waiver of any subsequent breach of the same or other provision of this Agreement. The provisions of this Section shall survive Closing.

13.6 Governing Law. The laws of the State of California (without regard to conflicts of law) shall govern the validity, construction, enforcement and interpretation of this Agreement.
26 13.7 Further A cts. In addition to the acts and deeds recited in this Agreement and contemplated to be performed, executed, and/or delivered under this Agreement, Seller and Buyer agree to perform, execute and/or deliver or cause to be delivered, executed and/or delivered at Closing or after Closing all further acts, fees, and assurances reasonably necessary to consummate the transactions contemplated hereby.

13.8 Notices. All notices, demands, requests, and other communications required or permitted hereunder shall be in writing. Any notice g iven by a party’s attorney shall be deemed notice given by such party. All such notices, demands, requests and other communications (and copies thereof) shall be deemed to be delivered:
(a) if sent by messenger, upon personal delivery to the party to whom the notice is directed; (b) if sent by email and the sender receives no indication of failed delivery, on (i) the Business Day sent so long as such email notice is sent within business hours (i.e., 8 A.M. Pacific Time – 5 P.M. Pacific Time) on that Business Day (unless a different time period is provided here) or (ii) the next Business Day if sent after business hours (i.e., 8 A.M. Pacific Time – 5 P.M. Pacific Time) on the Business Day sent or sent on a day other than a Business Day, and in either case such email notice is followed by notice pursuant to provisions (a) or ( c) of this Section or the party to whom such email notice is given acknowledges receipt; or (c) if sent by overnight courier, with request for next Business Day delivery, on the next Business Day after sending; addressed as follows (or to such other address as the parties may specify by notice given pursuant to this Section):

TO SELLER: To the attention of the Seller's Contact Person in the Key Terms to the Seller's Notice Address in the Key Terms
TO BUYER: To the Buyer's Notice Address set forth in the Key Terms

13.9 Entire Agreement and A mendment. This Agreement contains the entire understanding between Buyer and Seller with respect to the subject matter hereof.

Neither this Agreement nor any provision hereof may be modified, amended, changed, waived, discharged or terminated orally. Any such action may occur only by an instrument in writing signed by the party against whom enforcement of the modification, change, waiver, discharge or termination is sought.

13.10 Recording. This Agreement shall not be recorded and Buyer agrees that recording shall constitutes a default by Buyer.

13.11 Exhibits. The Exhibits that are referenced in and attached to this Agreement are incorporated in, and made a part of, this Agreement for all purposes.

13.12 Time of the E ssence. Seller and Buyer expressly agree that time is of the essen ce with respect to this Agreement. If the final day of any period or any date of performance under this Agreement falls on a date which is not a Business Day, then the final day of the period or the date of performance, as applicable, shall be extended to the next day which is a Business Day.
27 13.13 No Third Party Beneficiary. This Agreement is solely between Seller and Buyer and no other party shall be entitled to rely upon any provision hereof for any purpose whatsoever.

13.14 INTENTIONALLY OMITTED.

13.15 Legal Counsel and Joint A uthorship. Each of Buyer and Seller has received independent legal advice from attorneys of its choice with respect to the advisability of making and executing this Agreement and the documents which, under the terms of this Agreement, are to be executed and delivered by Seller or Buyer or both at Closing (the " Closing Documents ") or waived its right to do so. Buyer hereby acknowledges that Seller's counsel is not representing the Buyer or any interests of Buyer in connection with this Agreement or any other matter and that, unless Buyer is represented by counsel, Buyer has made the informed decision to not consult with an attorney of Buyer's choice prior to the execution of this Agreement. In the event of any dispute or controversy regarding authorship of this Agreement or the Closing Documents, Buyer and Seller shall be conclusively deemed to be the joint authors of this Agreement and the Closing Documents and no provision of this Agreement or the Closing Documents shall be interpreted aga inst Buyer or Seller by reason of authorship.

13.16 Limitation of Liability and Waiver.
(a) BUYER AND SELLER EXPRESSLY AGREES THAT THE

OBLIGATIONS AND LIABILITIES OF THE OTHER PARTY UNDER

THIS AGREEMENT AND ANY DOCUMENT S REFERENCED

HEREIN SHALL NOT CONSTITUTE PERSONAL OBLIGATIONS

OF THE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,

AGENTS, REPRESENTATIVES, TRUSTEES, PARTNERS,

MEMBERS, CERTIFICATE HOLDERS, OR OTHER PRINCIPALS OF
THE PARTY . NOTWITHSTANDING ANYTHING TO THE

CONTRARY IN THIS AGREEMENT , (I) SELLER'S LIABILITY, IF

ANY, ARISING IN CONNECTION WITH THIS AGREEMENT OR

WITH THE PROPERTY SHALL BE LIMITED TO THE AMOUNT
SET FORTH IN SECTION 9.5 ABOVE FOR THE RECOVERY OF

ANY JUDGMENT AGAINST SELLER, AND SELLER SHALL NOT

BE PERSONALLY LIABLE FOR ANY SUCH JUDGMENT OR
DEFICIENCY AFTER EXECUTION THEREON; AND (ii) BUYER'S

LIABILITY IS EXPRESSLY LIMITED AS SET FORTH IN SECTION

11.1 ABOVE.. THE LIMITATIONS OF LIABILITY CONTAINED IN

THIS PARAGRAPH SHALL APPLY EQUALLY AND INURE TO
THE BENEFIT OF ALL OF EACH OF SELLER'S AND BUYER’S
GOVERNING BOARD, MEMBERS, OFFICERS, AND EMPLOYEES.

THE PROVISIONS OF THIS SECTION SHALL SURVIVE
TERMINATION AND CLOSING.
28 (b) NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT, SELLER’S LIABILITY AND BUYER’S SOLE

AND EXCLUSIVE REMEDY IN ALL CIRCUMSTANCES AND FOR

ALL CLAIMS (AS THAT TERM IS DEFINED IN THE DEFINED

TERMS, AND ALL REFERENCES IN THIS AGREEMENT TO
"CLAIMS," "CLAIM," "Claims," or "Claim" SHALL HAVE SUCH

MEANING) ARISING OUT OF OR RELATING IN ANY WAY TO

THIS AGREEMENT OR THE SALE OF THE PROPERTY TO BUYER
INCLUDING, BUT NOT LIMITED TO, SELLER’S BREACH OR

TERMINATION OF THIS AGREEMENT, THE CONDITION OR
QUALITY OF THE PROPERTY, SELLER’S TITLE TO THE

PROPERTY, THE OCCUPANCY STATUS OF THE PROPERTY, THE

SIZE, SQUARE FOOTAGE, BOUNDARIES, OR LOCATION OF THE

PROPERTY, ANY COST OR EXPENSE INCURRED BY BUYER IN

CONDUCTING ITS INVESTIGATION AND/OR DUE DILIGENCE IN

PREPARATION FOR THE PURCHASE OF THE PROPERTY, OR

ANY OTHER COSTS OR EXPENSES INCURRED BY BUYER IN

CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED AS
PROVIDED IN SECTIONS 9.5 AND 11.2 OF THIS AGREEMENT
AND THIS SECTION.
(c) UPON EXECUTION OF THIS AGREEMENT AND PAYMENT OF

THE DEPOSIT, THEN BUYER SHALL NOT BE ENTITLED TO A

RETURN OF THE DEPOSIT (AS DEFINED IN THE KEY TERMS) IN

THE EVENT THAT THIS AGREEMENT IS TERMINATED BY
SELLER AS RESULT OF BUYER’S BREACH OF THE TERMS OF

THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THE
AGREEMENT.
(d) ANY REFERENCE TO A RETURN OF THE DEPOSIT CONTAINED

IN THIS AGREEMENT SHALL MEAN A RETURN OF THE

DEPOSIT, LESS ANY ESCROW CANCELLATION FEES

APPLICABLE TO BUYER UNDER THIS AGREEMENT AND LESS

FEES AND COSTS PAYABLE FOR SERVICES AND PRODUCTS
PROVIDED DURING ESCROW AT BUYER’S REQUEST. TO THE

FULLEST EXTENT PERMITTED BY LAW, BUYER WAIVES ANY

CLAIMS THAT THE PROPERTY IS UNIQUE AND BUYER

ACKNOWLEDGES THAT A RETURN OF ITS DEPOSIT CAN

ADEQUATELY AND FAIRLY COMPENSATE BUYER FOR ALL
CLAIMS. UPON RETURN OF THE DEPOSIT TO BUYER, THIS

AGREEMENT SHALL BE TERMINATED, AND BUYER AND

SELLER SHALL HAVE NO FURTHER LIABILITY, OBLIGATION,

OR RESPONSIBILITY TO EACH OTHER IN CONNECTION WITH

THIS AGREEMENT, EXCEPT FOR THE OBLIGATIONS

EXPRESSLY STATED TO SURVIVE , WHICH SURVIVE
TERMINATION OF THIS AGREEMENT. IF THE SALE TO BUYER

CLOSES, THEN BUYER AND SELLER SHALL HAVE NO
29 FURTHER LIABILITY, OBLIGATION, OR RESPONSIBILITY TO

EACH OTHER IN CONNECTION WITH THIS AGREEMENT

EXCEPT AS TO ANY PROVISIONS OF THIS AGREEMENT WHICH
EXPRESSLY SURVIVE CLOSING.
(e) EACH PARTY AGREES THAT THE PARTIES SHALL NOT BE

LIABLE TO EACH OTHER UNDER ANY CIRCUMSTANCES FOR

ANY SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES

WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING

NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL

OR EQUITABLE PRINCIPLE, THEORY, OR CAUSE OF ACTION

ARISING OUT OF OR RELATED IN ANY WAY TO ANY CLAIM,

INCLUDING, BUT NOT LIMITED TO, THE AFOREMENTIONED
CLAIMS, EXCEPT WHERE SUCH PARTY’S OR OMISSIONS

CONSTITUTE FRAUD OR WILLFUL MISCONDUCT, PROVIDED
THAT IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE
AMOUNT SET FORTH IN SECTION 9.5 ABOVE.

(f) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,

BUYER WAIVES THE FOLLOWING, TO THE FULLEST EXTENT
PERMITTED BY LAW:
(1) ANY CLAIMS ARISING FROM THE ADJUSTMENTS

OR PRORATIONS OR ERRORS IN CALCULATING

THE ADJUSTMENTS OR PRORATIONS THAT ARE OR

MAY BE DISCOVERED AFTER CLOSING, WHICH

CLAIMS SHALL BE RESOLVED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.2 OF THIS
AGREEMENT;
(2) ANY REMEDY OF ANY KIND THAT BUYER MIGHT

OTHERWISE BE ENTITLED TO AT LAW OR EQUITY
(INCLUDING, BUT NOT LIMITED TO, RESCISSION

OF THIS AGREEMENT), EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT;
(3) ANY RIGHT TO AVOID THE SALE OF THE

PROPERTY OR REDUCE THE PRICE OR HOLD

SELLER LIABLE FOR ANY CLAIMS ARISING OUT OF

OR RELATED IN ANY WAY TO THE CONDITION,

CONSTRUCTION, REPAIR, OR TREATMENT OF THE

PROPERTY, OR ANY DEFECTS, APPARENT OR

LATENT, THAT MAY NOW OR HEREAFTER EXIST

WITH RESPECT TO THE PROPERTY, INCLUDING

BUT NOT LIMITED TO ANY CLAIMS RELATING TO
30 ANY ORDINANCES AND ANY REPAIR COSTS
REQUIRED THEREUNDER;
(4) ANY CLAIMS ARISING OUT OF OR RELATING IN

ANY WAY TO ENCROACHMENTS, EASE MENTS,

BOUNDARIES, SHORTAGES IN AREA OR ANY

OTHER MATTER THAT WOULD BE DISCLOSED OR

REVEALED BY A SURVEY OR INSPECTION OF THE
PROPERTY OR SEARCH OF PUBLIC RECORDS;
(5) ANY CLAIMS ARISING OUT OF OR RELATING IN

ANY WAY TO THE SQUARE FOOTAGE, SIZE, OR

LOCATION OF THE PROPERTY, OR ANY

INFORMATION PROVIDED ON THE MULTIPLE

LISTING SERVICE, OR BROCHURES OR WEB SITES

OF SELLER OR SELLER'S AGENT OR LISTING

BROKER OR ANY STATEMENTS, ACTIONS OR

CONDUCT OF SELLER'S AGENT OR LISTING
BROKER; AND
(6) ANY CLAIMS ARISING OUT OF OR RELATING IN

ANY WAY TO TENANTS OR OCCUPANTS OF THE

PROPERTY OR INCOME, IF ANY, TO BE DERIVED

FROM THE PROPERTY OR HAZARDOUS
MATERIALS (AS DEFINED IN THIS AGREEMENT).

SELLER’S LIMITATION OF LIABILITY AND BUYER’S WAIVERS

PROVIDED IN THIS AGREEMENT ARE A MATERIAL PART OF THE

CONSIDERATION TO BE RECEIVED BY SELLER UNDER THIS
AGREEMENT AS AGREED TO BY BUYER AND SELLER.

THE PROVISIONS OF THIS SECTION 13. 16 SHALL SUPERSEDE ANY

CONTRARY PROVISIONS IN OTHER SECTIONS OF THIS
AGREEMENT. THIS PROVISION SHALL SURVIVE THE CLOSING OF

THE TRANSACTION CONTEMPLATED HEREBY, OR THE EARLIER
TERMINATION OF THE AGREEMENT, IF PERMITTED.

SELLER'S INITIALS /__

BUYER'S INITIALS /__

13.17 Broker. Seller represents and warrants to Buyer that Seller has not incurred, and shall not have incurred as of the Closing, any liability for the payment of any brokerage fee or commission in connection with the transaction contemplated in this Agreement, other than to CBRE, INC. (“CBRE”). Seller shall pay a commission to CBRE at Closing pursuant to the terms of a separate written 31 agreement. Buyer represents and warrants to Seller that Buyer has not incurred, and shall not have incurred as of the Closing, any liability for the payment of any brokerage fee or commission in connection with the transaction contemplated in this Agreeme nt. Seller and Buyer hereby agree to defend, indemnify and hold harmless the other from and against any and all claims of any other person claiming a brokerage fee or commission through the indemnifying party. The provisions of this Section 13.16 shall survive Closing or termination of this Agreement.

ARTICLE XIV.

ESCROW TERMS
The Escrow Agent shall hold the Deposit in escrow on the following terms and conditions:
(a) The Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, in accordance with and subject to the terms and conditions of this Agreement.
(b) Any notice to or demand upon the Escrow Agent shall be in writing and shall be sufficient only if received by the Escrow Agent within the applicable time periods set forth herein, if any. Notices to or demands upon the Escrow Agent shall be sent in accordance with Section 13.8 hereof, to the Contact Person and address set forth in the Defined Terms.

Notices from the Escrow Agent to Seller or Buyer shall be delivered to them in accordance with Section 13.8 of this Agreement. (c) If the Escrow Agent shall have received notice signed by either party advising that litigation between the parties over entitlement to the Deposit has been commenced, the Escrow Agent shall, on demand of either party, deposit the Deposit with the clerk of the court in which such litigation is pending. If at any time the Escrow Agent is uncertain of its duties hereunder or if Escrow Agent for any other reason is no longer willing to serve as escrow agent, the Escrow Agent may, on notice to the parties, take such affirmative steps as it may, at its option, elect in order to terminate its duties as the Escrow Agent, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the reasonable costs of which shall be borne by whichever of the parties is the losing party. Upon the taking by the Escrow Agent of such action described, the Escrow Agent shall be released of and from all liability hereunder as escrow agent, except for the gross negligence or willful misconduct of Escrow Agent. (d) The Escrow Agent shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be genuine. The Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly 32 authorized to do so, or is otherwise acting or failing to act under this Section except in the case of the Escrow Agent's gross negligence or willful misconduct.
(e) The terms and provisions of this Article shall create no right in any person or entity other than the parties and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from the terms hereof.
(f) The Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in accordance with the terms of this Agreement.

ARTICLE XV.

OTHER DISCLOSURES

15.1 Radon. Radon is a naturally occurring radioactive gas that when accumulated in a building in sufficient quantities may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines may have been found in buildings in the state where the Property is located.

Additional information regarding radon and radon testing may be obtained from your county or state health unit. Buyer represents and warrants that he/she/it has not relied on the accuracy or completeness of any representations that have been made by the Seller as to the presence of radon and that the Buyer has not relied on the Seller’s failure to provide information regarding the presence or effects of any radon found on the Property. Real estate brokers and agents are not generally qualified to advise buyers on radon treatment or its health and safety risks.

ARTICLE XVI.

LITIGATION

16.1 Attorneys' Fees; Jurisdiction; Venue. In the event of any litigation arising out of or under this Agreement and/or out of Buyer's ownership, development or construction upon the Property, the prevailing party shall be entitled to collect from the non- prevailing party reasonable att orneys' fees and costs. Buyer and Seller hereby submit to the jurisdiction of the Civil Courts of the State and the United States District Courts located in the State in respect of any suit or other proceeding brought in connection with or arising out of t his Agreement and venue shall be in the County of Santa Clara. The provisions of this Section shall survive Closing. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

33 Buyer and Seller have executed this Agreement as of the Execution Date.

SELLER:

CITY OF SANTA CLARA, a chartered
California municipal corporation

APPROVED AS TO FORM

____________________________ ________________________ GLEN R. GOOGINS JŌ VAN GROGAN City Attorney City Manager
1500 Warburton Avenue
ATTEST: Santa Clara, CA 95050
Telephone: (408) 615-2210
___________________________ Fax: (408) 241-6771

NORA PIMENTEL
City Clerk

Date:______________________

BUYER:

FEATHER RIVER LAND TRUST,
A California Nonprofit Public Benefit Corporation

By: _______________________________

Its: _______________________________

34 EXECUTION BY ESCROW AGENT
The Escrow Agent executes this Agreement for the purposes of acknowledging its Agreement to serve as escrow agent in accordance with the terms of the Agreement and to acknowledge receipt of the Deposit of ONE HUNDRED THOUSAND DOLLARS (if in the form of a check, subject to clearance) from Buyer as the Deposit due thereunder.

First American Title Company

By:

Date: ________________________, 2024
A-1

EXHIBIT A

LEGAL DESCRIPTION

Real property in the Unincorporated Area in County of Sierra and Lassen, State of California, described as follows:

PARCEL 1:

IN TOWNSHIP 22 NORTH, RANGE 17 EAST, MOUNT DIABLO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.

SECTION 16: THE EAST 1/2 OF THE SOUTHWEST 1/4; THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4.

SECTION 17: THE SOUTH 1/2.

EXCEPTING FROM THE SOUTHWEST 1/4 OF SECTION 17, ALL THE COAL AND OTHER MINERALS AS

RESERVED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO JUANITA BEISEL, FORMERLY JUANITA MARCH, RECORDED APRIL 21, 1944, IN BOOK 30 OF OFFICIAL RECORDS,. AT PAGE 201, WHICH PATENT PROVIDES AS FOLLOWS: "TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE,

AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

SECTION 18: THE EAST 1/2 OF THE SOUTHEAST 1/4.

EXCEPTING THEREFROM ALL THE COAL AND OTHER MINERALS AS RESERVED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO EVELYN MILLER, RECORDED APRIL 21, 1944 IN BOOK 30 OF OFFICIAL RECORDS, AT PAGE 199, WHICH PATENT PROVIDES AS FOLLOWS: "TOGETHER WITH THE

RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

SECTION 19: THE EAST 1/2.

EXCEPTING FROM THE NORTHWEST 1/4 OF THE NORTHEAST 1/4; THE SOUTH 1/2 OF THE NORTHEAST 1/4; AND THE SOUTHEAST 1/4 OF SECTION 19, ALL THE COAL AND OTHER MINERALS AS

RESERVED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO EVELYN MILLER, RECORDED APRIL 21, 1944, IN BOOK 30 OF OFFICIAL RECORDS, AT PAGE 199, WHICH PATENT PROVIDES AS FOLLOWS: "TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

SECTION 20: ALL.

EXCEPTING FROM THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 20, ALL THE COAL AND

OTHER MINERALS AS RESERVED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO EVELYN MILLER, RECORDED APRIL 21, 1944, IN BOOK 30 OF OFFICIAL RECORDS, AT PAGE 199, WHICH PATENT PROVIDES AS FOLLOWS: "TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

SECTION 21: THE WEST 1/2 OF THE WEST 1/2; THE EAST 1/2 OF THE NORTHWEST 1/4; THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4; AND THE NORTHWEST 1/4 OF THE NORTHEAST 1/4.

IN TOWNSHIP 22 NORTH, RANGE 17 EAST, MOUNT DIABLO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.

A-2

SECTION 28: THE NORTHWEST 1/4; THE WEST 1/2 OF THE NORTHEAST 1/4; AND THE EAST 1/2 OF THE SOUTHWEST 1/4.

EXCEPTING THEREFROM ALL THE COAL AND OTHER MINERALS AS RESERVED IN THE PATENT FROM

THE UNITED STATES OF AMERICA TO JUANITA BEISEL, FORMERLY JUANITA MARCH, RECORDED APRIL 21, 1944, IN BOOK 30 OF OFFICIAL RECORDS, AT PAGE 201, WHICH PATENT PROVIDES AS FOLLOWS:
"TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

SECTION 29: THE WEST 1/2; THE SOUTHWEST 1/4; AND THE WEST 1/2 OF THE SOUTHEAST 1/4.

EXCEPTING FROM THE SOUTHWEST 1/4; AND THE WEST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 29,

ALL THE COAL AND OTHER MINERALS AS RESERVED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO THOMAS P. WORDEN, RECORDED OCTOBER 21, 1935, IN BOOK 11 OF OFFICIAL RECORDS, AT PAGE 242, WHICH PATENT PROVIDES AS FOLLOWS: "TOGETHER WITH THE RIGHT TO

PROSPECT FOR, MINE, AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

SECTION 30: THE EAST 1/2; THE SOUTHEAST 1/4 OF THE SOUTHWEST 1/4; AND THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4.

EXCEPTING FROM THE SOUTHEAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION , ALL THE COAL AND

OTHER MINERALS AS RESERVED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO THOMAS P. WORDEN, RECORDED OCTOBER 21, 1935, IN BOOK 11 OF OFFICIAL RECORDS, AT PAGE 242, WHICH PATENT PROVIDES AS FOLLOWS: "TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

ALSO EXCEPTING FROM THE NORTH 1/2 OF THE NORTHEAST 1/4 OF SECTION 30, ALL THE COAL AND

OTHER MINERALS AS RESERVED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO EVELYN MILLER, RECORDED APRIL 21, 1944, IN BOOK 30 OF OFFICIAL RECORDS, AT PAGE 199, WHICH PATENT PROVIDES AS FOLLOWS: "TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

SECTION 31: THE NORTHEAST 1/4 OF THE NORTHWEST 1/4; THE WEST 1/2 OF THE EAST 1/2; THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4; LOT 4; AND THE SOUTHEAST 1/4 OF THE SOUTHWEST 1/4.

IN TOWNSHIP 22 NORTH, RANGE 17 EAST, MOUNT DIABLO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.

SECTION 32: LOTS 1, 2, 3, 4, 5, 6 AND 7; AND THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4.

EXCEPTING FROM LOTS 1, 2, 3, 4, 5, 6 AND 7 OF SECTION 32 ALL THE COAL AND OTHER MINERALS AS RESERVED IN THE PATENT FROM THE UNITED STATES OF AMERICA TO THOMAS P. WORDEN, RECORDED OCTOBER 21, 1935, IN BOOK 11 OF OFFICIAL RECORDS, AT PAGE 242, WHICH PATENT PROVIDES AS FOLLOWS: "TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF DECEMBER 29, 1916 (39 STAT. 862)."

SECTION 33: THE SOUTH 1/2.

A-3
PARCEL 2:

IN TOWNSHIP 22 NORTH, RANGE 17 EAST, MOUNT DIABLO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.

SECTION 16: THE WEST 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4.

EXCEPTING THEREFROM ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND

ALL OTHER MINERAL DEPOSITS AS RESERVED IN THE PATENT FROM THE STATE OF CALIFORNIA TO MARK J. RYAN AND CAMILLE RYAN, RECORDED MAY 09, 1960, IN BOOK 157 OF OFFICIAL RECORDS, AT PAGE 184, WHICH PATENT PROVIDES AS FOLLOWS: "THE RIGHT TO DRILL FOR AND EXTRACT SUCH

DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF

OTHER MINERALS FROM SAID LANDS AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID

LANDS AS MAY BE REQUIRED THEREFORE, UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC

RESOURCES CODE AND FURTHER RESERVING IN THE PEOPLE THE ABSOLUTE RIGHT TO FISH THEREUPON AS PROVIDED BY SECTION 25 OF ARTICLE I OF THE CONSTITUTION OF THE STATE OF CALIFORNIA."

PARCEL 3:

A NON-EXCLUSIVE EASEMENT FOR ACCESS AND UTILITY PURPOSES, 60 FEET IN WIDTH, AS RESERVED IN THE DEED FROM FRANK C.

TROSI AND CAMILLE T. RYAN TO EDWARD L. HOOD, RECORDED MAY 19, 1977, IN BOOK 316 OF OFFICIAL RECORDS, AT PAGE 513.

PARCEL 4:

A NON-EXCLUSIVE EASEMENT FOR ROAD WAY AND UTILITY PURPOSES, 40 FEET IN WIDTH, AS CONTAIN IN THE DEED FROM BARRETT WILSON, ET AL, TO CAMILLE T. RYAN AND FRANK C. TROSI, RECORDED NOVEMBER 15, 1976, IN BOOK 308 OF OFFICIAL RECORDS, AT PAGE 657, AND IN THE DEED FROM ALFRED C. BERTOLINO, ET UX, TO CAMILLE T. RYAN AND FRANK C. TROSI, RECORDED NOVEMBER 15, 1976, IN BOOK 308 OF OFFICIAL RECORDS, AT PAGE 659.

PARCEL 5:

A NON-EXCLUSIVE EASEMENT FOR ROAD AND UTILITY PURPOSES OVER, UNDER AND ACROSS A STRIP OF LAND 60 FEET IN WIDTH, FROM THE NORTH LINE OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 9, TOWNSHIP 22 NORTH, RANGE 17 EAST, MOUNT DIABLO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, SOUTHERLY THROUGH THE EAST 1/2 OF THE NORTHWEST 1/4 OF SAID SECTION 9 TO THE SOUTH LINE OF THE NORTHWEST 1/4 OF SAID SECTION 9.

PARCEL 6:

A NON-EXCLUSIVE EASEMENT FOR ROAD AND UTILITY PURPOSES OVER, UNDER AND ACROSS A STRIP OF LAND 60 FEET IN WIDTH, FROM THE WESTERLY TERMINUS OF THE EASEMENT RESERVED IN THE DEED RECORDED MAY 19, 1977, IN BOOK 316 OF OFFICIAL RECORDS, AT PAGE 513, WESTERLY TO THE EASEMENT DESCRIBED AS PARCEL 5 HEREIN.

APN/PARCEL ID(S): 147-040-002, 147-050-002, 147-050-003, 147-050-019, 147-050-020, 147-070-004, 147-070-005, 147-080-001, 147-080-003, 147-080-011, 147-080-014 and 147-080-015

B-1

EXHIBIT B

FORM OF GRANT DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

______________

Attention:

MAIL TAX STATEMENT TO:

Attention:

(Space Above Line for Recorder’s Use Only)

The undersigned grantor(s) declare(s):

Documentary transfer tax is: $________________
( ) Computed on full value of property conveyed, or
( ) Computed on full value less value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: ( ) City of ____________, and

GRANT DEED
FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby acknowledged, CITY OF SANTA CLARA (“Grantor”) , a chartered California municipal corporation, hereby grants to [INSERT GRANTEE] , all of that certain real property more particularly described in Schedule 1 attached hereto and incorporated herein by this reference, together with any and all tenements, hereditaments, easements, rights -of-way, appurtenances, development rights or intangible property anywise appertaining to the same.

Grantor disclaims any and all express or implied warranties regarding the Property other than the implied warranties stated in Section 1113 of the California Civil Code.

CITY OF SANTA CLARA, a chartered
California municipal corporation

APPROVED AS TO FORM

____________________________ ________________________

B-2
GLEN R. GOOGINS JŌ VAN GROGAN City Attorney City Manager
1500 Warburton Avenue
ATTEST: Santa Clara, CA 95050
Telephone: (408) 615-2210
___________________________ Fax: (408) 241-6771

NORA PIMENTEL
City Clerk Date:______________________

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

STATE OF CALIFORNIA )
)
COUNTY OF ___________ )
On ________________, 2024 before me,
(here insert name and title of the officer), personally appeared who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

EXHIBIT C

FORM OF CERTIFICATE OF BUYER

[INSERT GRANTEE], the Buyer under that certain Agreement for Purchase and Sale of Property dated , 2024, by and between Buyer and Seller (the "Agreement") does hereby certify that all representations and warranties of Buyer set forth in the Agreement remain true in all material respects as of , 202 4.

[INSERT GRANTEE]
By:

Name:

Title:

EXIBIT D

FORM OF CERTIFICATE OF SELLER

CITY OF SANTA CLARA, a chartered California municipal corporation, the Seller under that certain Agreement for Purchase and Sale of Property dated , 2024, by and between Buyer and Seller (the "Agreement"), does hereby certify that all representations and warranties of Seller in Section 9.2 of the Agreement remain true in all material respects as of , 202__.

CITY OF SANTA CLARA, a chartered
California municipal corporation

APPROVED AS TO FORM

____________________________ ________________________ GLEN R. GOOGINS JŌ VAN GROGAN City Attorney City Manager
1500 Warburton Avenue
ATTEST: Santa Clara, CA 95050
Telephone: (408) 615-2210
___________________________ Fax: (408) 241-6771

EXHIBIT E

PROPERTY INFORMATION

407 Dutchman Rd Hazmat Report Following Fire Loss
APN Change
Assessors Maps 1
Assessors Maps 2
Assessors Maps 3.pdf
CMUA Notice of Delta Water Rights Proceeding 1995
Darwin Ceresola Agreement Executed
Darwin Ceresola Amendment No. 1
Easement - Not Executed
Easement 1976 Executed
Easement 1979
Easement 1992 Executed
Gold Fields Mining Soils Samples
Grant Deed 1977 2
Loyalton Boundary Exhibit
Loyalton Property Assessor Blocks
Loyalton Property Buildings pre and post fire
Loyalton Property Map

LOYALTON RANCH HOUSE & SURROUNDING PROPERTY
Plat Map - Loyalton
Record of Survey - Loyalton
SAMPLE LOCATION SEC 4 TOPO
SOIL SAMPLE GRID SEC 4 TOPO
Water Diversion Backup 1993
Water Diversion Fish and Game Letter 1993
Water Diversion letter 1991 With Calcs
Water Diversion letter 1991
Water Diversion Report January 1997

EXHIBIT F

Form of Consent to Assignment

CONSENT TO ASSIGNMENT AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
[INSERT NAME OF ASSIGNOR]
AND
[INSERT NAME OF ASSIGNEE]

PREAMBLE

This consent to assignment agreement (“Consent Agreement”) is by and between the City of Santa Clara, California, a chartered California municipal corporation, with its principal place of business located at 1500 Warburton Avenue, Santa Clara, California 95050 (“City”), ___________________, a ___________Corporation , with its principal place of business located at __________ (“Assignor”) and ______, a ______ Corporation, with its principal place of business located at _________ ( “Assignee”), the intended successor in interest to ______. City, Assignor, and Assignee may be individually referred to in this Consent Agreement as a “Party” or collectively as the “Parties.”

RECITALS

A. City and Assignor entered into an agreement entitled, “Agreement by and Between the City of Santa Clara, California and [INSERT ASSIGNORE NAME],” dated ___________ 200___ (the “Original Agreement”) in which Assignor agreed to [INSERT TRANSACTION];

B. Assignor desires to have the City consent to the assignment of all rights, obligations and interest in the Original Agreement from Assignor to Assignee, and Assignee desires to accept the assignment and assume the rights, obligations, and liabilities of Assignor under the Agreement on the Effective Date; and

C. Subject to the terms and conditions of this Consent Agreement, City hereby consents to the assignment by Assignor of all its rights, obligations and interest in the Original Agreement to Assignee.

In consideration of the above referenced recitals and the following mutual covenants, commitments and obligations, the Parties agree, as follows:

CONSENT AGREEMENT PROVISIONS

1. Based on a written request received by the City from the Assignee, City hereby consents to the assignment of the Original Agreement and all of the rights, duties, obligations , and interest set forth therein from Assignor to Assignee.

2. City acknowledges and relies on this acceptance by Assignee of all of the rights, obligations and interest in the Original Agreement and the relinquishment of all such the rights, obligations and interest in the Original Agreement by Assignor. Assignee hereby accepts such assignment from Assignor, as of the Effective Date, and assumes and agrees to be bound by the Original Agreement, and agrees to perform all the duties and obligations and assume all liabilities and responsibilities of Assignor, except as set forth herein.

3. Upon the Effective Date, any pending debts or obligations due to City and those which subsequently arise or accrue from the terms and conditions of the Original Agreement shall become payable by Assignee to the City or its agents, or assigns.

4. This Consent Agreement embodies the entire agreement between City, Assignee and Assignor and all of its terms and conditions with respect to the assignment of the Original Agreement. No verbal agreements or conversation with any officer, agent or employee of City prior to execution of this Consent Agreement shall affect or modify any of the terms or obligations contained in this Consent Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City.

5. This Consent Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Consent Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.

The Parties hereby acknowledge and accept the terms and conditions stated herein by the following signatures of their duly authorized representatives. The signature of the duly authorized representative of Assignee confirms its acceptance of the terms and conditions of the Original Agreement and the assignment of the Original Agreement from Assignor. The Effective Date is the date that the final signatory executes the Consent Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:

Dated: ________________________

Office of the City Attorney
City of Santa Clara

City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

______ Corporation, ______ Corporation
a _____ Corporation a _____ Corporation
Dated:

By: By:

Title: Title:

Address: Address:

Telephone: Telephone:

Facsimile: Facsimile:

Email Address: Email Address:

“Assignor” “Assignee”

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-679 Agenda Date: 7/9/2024

REPORT TO COUNCIL

SUBJECT
Discussion, Consideration, and Direction to Staff Regarding Actions to be Taken in Response to the Santa Clara County Civil Grand Jury Report Entitled “Irreconcilable Differences: Santa Clara City Council”

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
On June 12, 2024, the Santa Clara County Civil Grand Jury published a report entitled “Irreconcilable Differences: Santa Clara City Council” (Civil Grand Jury report) (Attachment 1). The Civil Grand Jury report includes various findings and recommendations. California Penal Code section 933(c) requires that a governing body of the particular public agency or department that has been the subject of a Civil Grand Jury final report to respond within 90 days on the specified findings and recommendations pertaining to matters under the control of the governing body.

On June 18, 2024, the City Clerk’s Office received a Council Written Petition (Council Policy 030) from Mayor Gillmor and Councilmember Watanabe requesting an item be placed on a future Council agenda regarding the Santa Clara County Civil Grand Jury Report Titled “Irreconcilable Differences:

Santa Clara City Council” for a public discussion on the Civil Grand Jury report, the findings, and possible Council actions (Attachment 2). That item was agendized to be heard at the June 25, 2024 Council meeting. At that meeting, the Council unanimously approved the matter to be agendized for the July 9, 2024 City Council meeting.

This report presents the Civil Grand Jury’s findings and recommendations and solicits Council input on the desired process for providing the City’s response. The City’s responses on the Civil Grand Jury report findings and recommendations are due to the office of the Honorable Beth McGowan, Presiding Judge, Superior Court of California, County of Santa Clara by September 10, 2024.

Individual Councilmembers also received the Civil Grand Jury report with request for their response to certain findings and recommendations by August 12, 2024.

DISCUSSION
The Civil Grand Jury report made various findings and recommendations; however, only specific findings and recommendations require the City’s response. The report included a total of nine (9) findings and twenty-two (22) recommendations. Of these, the City, as an agency, has been directed to respond to eight (8) of the findings and nine (9) of the recommendations. Staff is currently seeking clarification from the Civil Grand Jury on whether Findings 1c and 2 and Recommendations 1b, 2a, 2b, and 2c are intended to be matters requiring City response as an agency, or if such findings and recommendations are more appropriate for individual responses by the individuals named therein.

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A complete list of all findings and recommendations in the Civil Grand Jury’s “Irreconcilable Differences: Santa Clara City Council” report can be found on pages 35-39 of the document, which is attached to this staff report (Attachment 1) and can also be found on the Civil Grand Jury’s website:
<https://santaclara.courts.ca.gov/system/files/civil/irreconcilable-differences-santa-clara-city-council- final.pdf>.

Civil Grand Jury Findings
The Civil Grand Jury report findings requiring a City response are as follows:

Finding 1a
The working relationships among Councilmembers and the Mayor are broken.

Finding 1b
Some Councilmembers do not adhere to the City’s adopted ethical and behavioral standards while conducting City business on the dais.

Finding 1c
Councilmembers Becker and Park air petty grievances and engage in squabbles with other elected officials and constituents from the dais. (As noted above, City staff has contacted the Civil Grand Jury to confirm if this item is intended for the City as an agency or the individual Councilmembers that are referenced.)
Finding 2
Councilmembers Becker, Park, and Chahal do not understand and/or do not follow established parliamentary and meeting procedures. (As noted above, City staff has contacted the Civil Grand Jury to confirm if this item is intended for the City as an agency or the individual Councilmembers that are referenced.)
Finding 3
Some Councilmembers do not uphold their responsibility to conduct the City’s business professionally and efficiently.

Finding 4
Some Councilmembers have become preoccupied by personal and political vendettas resulting in verbal attacks, mocking, and disparaging members of the public and community volunteers from the dais without consequence. Councilmembers have ignored the public’s request to address their behaviors.

Finding 6
There has not been an employee satisfaction survey since 2019.

Finding 7
City staff is exceptionally professional, well prepared, and consistently maintains their composure regardless of behaviors exhibited by the Council. Staff’s behavior is a model for the Council.

Response Standard for Findings
Penal Code Section 933.05(a) requires the responding entity to report one of the following actions for City of Santa Clara Printed on 7/5/2024Page 2 of 6
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each Civil Grand Jury finding:

1. The respondent agrees with the finding.

2. The respondent disagrees wholly or partially with the finding, in which case the response shall specify the portion of the finding that is disputed and shall include an explanation of the reasons therefor.

Civil Grand Jury Recommendations
The Civil Grand Jury recommendations requiring a City response are as follows:

Recommendation 1a
The City should hire a conflict resolution professional and adopt robust conflict resolution training strategies. This recommendation should be implemented by October 1, 2024.

Recommendation 1b
Councilmember Park should attend one-on-one conflict resolution training so he can learn to behave in a manner reflective of an elected official. This recommendation should be implemented by October 1, 2024. (As noted above, City staff has contacted the Civil Grand Jury to confirm if this item is intended for the City as an agency or the individual Councilmember that is referenced.) Recommendation 2a
Councilmember Becker should pledge to attend trainings in parliamentary procedures so that his behavior is more reflective of an elected who is dedicated to the electorate. This recommendation should be implemented by October 1, 2024. (As noted above, City staff has contacted the Civil Grand Jury to confirm if this item is intended for the City as an agency or the individual Councilmember that is referenced.)
Recommendation 2b
Councilmember Park should pledge to attend trainings in parliamentary procedures so that his behavior is more reflective of an elected who is dedicated to the electorate. This recommendation should be implemented by October 1, 2024. (As noted above, City staff has contacted the Civil Grand Jury to confirm if this item is intended for the City as an agency or the individual Councilmember that is referenced.)
Recommendation 2c
Councilmember Chahal should pledge to attend trainings in parliamentary procedures, so he can demonstrate a better working knowledge of the parliamentary process. This recommendation should be implemented by October 1, 2024. (As noted above, City staff has contacted the Civil Grand Jury to confirm if this item is intended for the City as an agency or the individual Councilmember that is referenced.)
Recommendation 3
The City should adopt the formal resolution for Meeting Management Procedures developed and presented by staff to the Governance and Ethics Committee meeting on December 4, 2023. This resolution would tie meeting procedures to the City Code of Ethics and Values, and Behavioral Standards for Public Meetings, codify rules regarding respectful and professional language on the dais, and initiate more productive meetings to keep the Council and public focused on City business.

This recommendation should be implemented by October 1, 2024.

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Recommendation 4a
The City should establish an Independent Ethics Commission to oversee the behavior of Councilmembers and to ensure they model positive engagement with the public and reclaim the public’s trust. This recommendation should be implemented by October 1, 2024, and should be ongoing.

Recommendation 4b
The City should hire an Independent Ethics professional and adopt robust ethics training strategies supported by policy. This recommendation should be implemented by October 1, 2024.

Recommendation 4c
All Councilmembers should participate in regular training and counseling with an established outside entity that specializes in government ethics to implement training seminars and workshops for Councilmembers to learn how to maintain collegiality on the dais by using proven techniques and best practices to avoid tense exchanges, bad behavior, misconduct, and incivility, and how the rest of the Council can positively influence the behaviors effectively. This recommendation should be implemented by October 1, 2024, and should be ongoing.

Recommendation 6
The City should conduct an annual employee satisfaction survey, administered by a third party, which can be answered anonymously. This recommendation should be implemented by October 1, 2024, and should occur annually.

Recommendation 7
The City should commend City staff for their exemplary work ethic and professionalism. This recommendation should be implemented by August 1, 2024.

Response Standard for Recommendations
Penal Code Section 933.05(b) requires the responding entity to report one of the following actions for each Civil Grand Jury recommendation:

1. The recommendation has been implemented, with a summary regarding the implemented action.

2. The recommendation has not yet been implemented, but will be implemented in the future, with a timeframe for implementation.

3. The recommendation requires further analysis, with an explanation and the scope and parameters of an analysis or study, and a timeframe for the matter to be prepared for discussion by the officer or head of the agency or department being investigated or reviewed, including the governing body of the public agency when applicable. This timeframe cannot exceed six months from the date of publication of the grand jury report.

4. The recommendation will not be implemented because it is not warranted or is not reasonable, with an explanation therefor.

Process for Response
In 2022, the City Council had a duty to respond to two Santa Clara County Civil Grand Jury Reports entitled “If You Only Read the Ballot, You're Being Duped,” dated October 7, 2022 and City of Santa Clara Printed on 7/5/2024Page 4 of 6
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“Unsportsmanlike Conduct: Santa Clara City Council,” dated October 10, 2022. The City's transmittal and response process for the two 2022 Grand Jury reports is described below:
· The two reports were transmitted to the City Council as part of the October 18, 2022 agenda. · On November 16, 2022, the Council considered the October 10, 2022 Santa Clara County Civil Grand Jury Report, “Unsportsmanlike Conduct: Santa Clara City Council”, provided comments on Council-related findings and recommendations, and directed staff to prepare draft comments and responses on operation-related findings all of which to be brought back, working with the City Attorney’s Office, for timely Council approval. · On December 8, 2022, the Council considered the draft comment for the “Unsportsmanlike Conduct: Santa Clara City Council” Civil Grand Jury report, provided direction on certain recommendations, approved the final version of the draft response, authorized the Mayor/Board Chair to submit the Council/Board’s response, subject only to technical, conforming, non-substantive modifications prepared by the City Attorney’s Office, to the Presiding Judge no later than January 9, 2023, and directed the inclusion of a cover memo to the Civil Grand Jury report response stating the decision was not unanimous. · Separately, on December 8, 2022, the Council approved a draft response prepared by staff regarding operational matters to the Civil Grand Jury report entitled “If You Only Read the Ballot, You’re Being Duped.”
Now, with respect to the “Irreconcilable Differences: Santa Clara City Council” Civil Grand Jury report, staff is requesting that the Council provide direction on the process it would like to follow to develop the City’s required responses by September 10, 2024. Consistent with prior Council direction and input for Civil Grand Jury Reports, staff is prepared to draft an initial response to the Civil Grand Jury report for each item that relates to the City as an entity. We are prepared to bring the draft responses to the City Council for your review and possible approval at the August 20, 2024 Council Meeting or at a special meeting, if necessary based on the City Council’s business calendar and the extent of Council input received at the July 9 Council meeting.

FISCAL IMPACT
There is no fiscal impact associated with this report except for administrative time.

COORDINATION
This report was coordinated between the City Attorney and City Manager’s Offices.

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

RECOMMENDATION
Provide direction on the desired process to develop the City’s responses for the specified findings and recommendations outlined in the June 12, 2024 Santa Clara County Civil Grand Jury Report entitled “Irreconcilable Differences: Santa Clara City Council” in time to be submitted to the Civil Grand Jury by the required response date of September 10, 2024.

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Reviewed and approved by: Jovan D. Grogan, City Manager and Glen R. Googins, City Attorney

ATTACHMENTS

1. Civil Grand Jury Report: “Irreconcilable Differences: Santa Clara City Council”

2. Mayor Gillmor and Councilmember Watanabe’s June 18, 2024 Council Written Request City of Santa Clara Printed on 7/5/2024Page 6 of 6
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SUPERIOR COURT BUILDING • 191 NORTH FIRST STREET, S AN JOSE, CALIFORNIA 95113 • (408) 882-2721 • FAX (408) 882-2795

G R A N D J U R Y

S A N T A C L A R A C O U N T Y

June 12, 2024

City of Santa Clara
c/o Mr. Hosam Haggag, City Clerk
1500 Warburton Avenue
Santa Clara, California 95050

Sent via email: [email protected]

Dear Mr. Haggag:

The 2023-24 Santa Clara County Civil Grand Jury is transmitting to you its Final Report, Irreconcilable Differences: Santa Clara City Council.

California Penal Code section 933(c) requires that a governing body of the particular public agency or department that has been the subject of a Grand Jury final report shall respond within 90 days to the Presiding Judge of the Superior Court on the findings and recommendations pertaining to matters under the control of the governing body. California Penal Code section 933.05 contains guidelines for responses to Grand Jury findings and recommendations and is attached to this transmission.

Please note:

1. As stated in Penal Code section 933.05(a), attached, you are required to "Agree" or "Disagree" with each applicable Finding: 1a, 1b, 1c, 2, 3, 4, 6, 7. If you disagree, in whole or part, you must include an explanation of the reasons you disagree.

2. As stated in Penal Code section 933.05(b), attached, you are required to respond with one of four possible actions to each applicable Recommendation: 1a, 1b, 2, 3, 4a, 4b, 4c, 6, and 7.

Your comments are due to the office of the Honorable Beth McGowen, 2023-24 Presiding Judge, Superior Court of California, County of Santa Clara, 191 North First Street, San José, CA 95113, no later than September 10, 2024. You may transmit these via email to [email protected]. Copies of all responses shall be placed on file with the Clerk of the Court.

If you have any questions, please contact Britney Huelbig, Deputy Manager for the Civil Grand Jury, at (408) 882-2721 or [email protected].

Sincerely,

Karen Enzensperger
Foreperson
2023-24 Civil Grand Jury

Enclosures
cc: Nora Pimentel, Assistant City Clerk, City of Santa Clara f
p
f
§ 933.05. Responses to findings, West's Ann.Cal.Penal Code § 933.05 © 2019 Thomson Reuters. No claim to original U.S. Government Works. 1 California Statutes Annotated - 2018
West's Annotated California Codes
Penal Code (Refs & Annos)
Part 2. Of Criminal Procedure (Refs & Annos)
Title 4. Grand Jury Proceedings (Refs & Annos)
Chapter 3. Powers and Duties of Grand Jury (Refs & Annos) Article 2. Investigation of County, City, and District Affairs (Refs & Annos) West's Ann.Cal.Penal Code § 933.05
§ 933.05. Responses to findings
Currentness
(a) For purposes of subdivision (b) of Section 933, as to each grand jury finding, the responding person or entity shall indicate one of the following:
(1) The respondent agrees with the finding.
(2) The respondent disagrees wholly or partially with the finding, in which case the response shall specify the portion of the finding that is disputed and shall include an explanation of the reasons therefor. (b) For purposes of subdivision (b) of Section 933, as to each grand jury recommendation, the responding person or entity shall report one of the following actions:
(1) The recommendation has been implemented, with a summary regarding the implemented action. (2) The recommendation has not yet been implemented, but will be implemented in the future, with a timeframe for implementation.
(3) The recommendation requires further analysis, with an explanation and the scope and parameters of an analysis or study, and a timeframe for the matter to be prepared for discussion by the officer or head of the agency or department being investigated or reviewed, including the governing body of the public agency when applicable. This timeframe shall not exceed six months from the date of publication of the grand jury report. (4) The recommendation will not be implemented because it is not warranted or is not reasonable, with an explanation therefor.
(c) However, if a finding or recommendation of the grand jury addresses budgetary or personnel matters of a county agency or department headed by an elected officer, both the agency or department head and the board of supervisors shall

WESTLAW
§ 933.05. Responses to findings, West's Ann.Cal.Penal Code § 933.05 © 2019 Thomson Reuters. No claim to original U.S. Government Works. 2 respond if requested by the grand jury, but the response of the board of supervisors shall address only those budgetary or personnel matters over which it has some decisionmaking authority. The response of the elected agency or department head shall address all aspects of the findings or recommendations affecting his or her agency or department. (d) A grand jury may request a subject person or entity to come before the grand jury for the purpose of reading and discussing the findings of the grand jury report that relates to that person or entity in order to verify the accuracy of the findings prior to their release.
(e) During an investigation, the grand jury shall meet with the subject of that investigation regarding the investigation, unless the court, either on its own determination or upon request of the foreperson of the grand jury, determines that such a meeting would be detrimental.
(f) A grand jury shall provide to the affected agency a copy of the portion of the grand jury report relating to that person or entity two working days prior to its public release and after the approval of the presiding judge. No officer, agency, department, or governing body of a public agency shall disclose any contents of the report prior to the public release of the final report.

Credits
(Added by
Stats.1996, c. 1170 (S.B.1457), § 1. Amended by Stats.1997, c. 443 (A.B.829), § 5.)

HISTORICAL AND STATUTORY NOTES
2008 Main Volume
Stats.1997, c. 443 (A.B.829), in subds. (a) and (b), in the introductory paragraphs, substituted “(b)” for “(c)”; in subd. (b)(3), substituted “head” for “director”; in subd. (c), inserted “agency or” throughout; inserted subd. (e), relating to investigations and meetings with the grand jury; and, in subd. (f), substituted “presiding” for “supervising”.

CROSS REFERENCES
Grand jury defined, see
Penal Code § 888.

Words and phrases, “county”, see Penal Code § 691.

RESEARCH REFERENCES
Encyclopedias
Cal. Jur. 3d Criminal Law: Pretrial Proceedings § 716, Recommendations and Reporting.

Cal. Jur. 3d Criminal Law: Pretrial Proceedings § 717, Responses to Findings.

Treatises and Practice Aids
Witkin, California Criminal Law 4th Introduction to Criminal Procedure § 43, Reports.

West's Ann. Cal. Penal Code § 933.05, CA PENAL § 933.05 Current with all 2017 Reg.Sess. laws.
(C) 2017 Thomson Reuters. No Claim to Orig. US Gov. Works.

WESTl.AW
§ 933.05. Responses to findings, West's Ann.Cal.Penal Code § 933.05 © 2019 Thomson Reuters. No claim to original U.S. Government Works. 3 End of Document © 2019 Thomson Reuters. No claim to original U.S. Government Works.

2023-2024 Santa Clara County
Civil Grand Jury
June 12, 2024
IRRECONCILABLE DIFFERENCES:

Santa Clara City Council