Agenda packet — City Council and Authorities Concurrent, August 27, 2024 (part 1 of 11)

City of Santa Clara
Joint Meeting Agenda of the
City Council and Authorities Concurrent &
Santa Clara Stadium Authority Board
Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
Tuesday, August 27, 2024 5:00 PM
The City of Santa Clara is conducting City Council meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/99706759306
Meeting ID: 997-0675-9306
o Phone 1(669) 900-6833
How to Submit Written Public Comment Before City Council Meeting:

1. Use the eComment tab located on the City Council Agenda page https://santaclara.legistar.com/Calendar.aspx). eComments are directly sent to the iLegislate application used by City Council and staff, and become part of the public record. eComment closes 15 minutes before the start of a meeting.

2. By email to [email protected] by 12 p.m. the day of the meeting. Those emails will be forwarded to the Council and will be uploaded to the City Council Agenda as supplemental meeting material. Emails received after the 12 p.m. cutoff time up through the end of the meeting will form part of the meeting record. Please identify the Agenda Item Number in the subject line of your email.

NOTE: Please note eComments and Emails received as public comment will not be read aloud during the meeting.

Agendas, Staff Reports and some associated documents for City Council items may be viewed on the Internet at https://santaclara.legistar.com/Calendar.aspx All public records relating to an open session item on this agenda, which are not exempt from disclosure pursuant to the California Public Records Act, that are distributed to a majority of the legislative body will be available for public inspection at the Office of the City Clerk at Sana Clara City Hall, 1500 Warburton Avenue, Santa Clara, CA 95050 at the same time that the public records are distributed or made available to the legislative body. Any draft contracts, ordinances and resolutions posted on the Internet site or distributed in advance of the Council meeting may not be the final documents approved by the City Council. For the final document, you many contact the Office of the City Clerk at (408) 615-2220 or [email protected].

City of Santa Clara Page 1 of 15 Printed on 8/23/2024
Joint Council and Authorities Concurrent
& Stadium Authority Board Meeting
Meeting Agenda August 27, 2024
Closed Session - 5:00 PM | Regular Meeting - 7:00 PM
5:00 PM CLOSED SESSION
Call to Order in the Council Chambers
Confirmation of Quorum

1. Threat to Public Services or Facilities (CC, SA)
Pursuant to Gov. Code § 54957(a)
Consultation with: Jovan D. Grogan, Chuck Baker, Glen R.

Googins, Sujata Reuter, Richard Fitting, Christine Jung, Jim Hayes (Guidepost Solutions LLC)
24-689
Public Comment
The public may provide comments regarding the Closed Session item(s) just prior to the Council beginning the Closed Session. Closed Sessions are not open to the public.

Convene to Closed Session (Council Conference Room)
7:00 PM JOINT CITY COUNCIL/STADIUM AUTHORITY BOARD MEETING Call to Order in the Council Chambers
Pledge of Allegiance and Statement of Values
Roll Call

REPORTS OF ACTION TAKEN IN CLOSED SESSION MATTERS

CONTINUANCES/EXCEPTIONS/RECONSIDERATIONS

SPECIAL ORDER OF BUSINESS

2.A 24-660 Recognition of Kimberly Vernon, Miss California

2.B 24-584 Action on Resolution in Support of Childcare for All Recommendation: Adopt a Resolution in Support of Childcare for All

2.C Proclamation of September 2024 as National Preparedness Month
24-643
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2.D Recognition of Outgoing Commissioners on the Bicycle and Pedestrian Advisory Committee, Board of Library Trustees, Civil Service Commission, Cultural Commission, and Parks and
Recreation Commission
24-817

CONSENT CALENDAR
[Items listed on the CONSENT CALENDAR are considered routine and will be adopted by one motion. There will be no separate discussion of the items on the CONSENT CALENDAR unless discussion is requested by a member of the Council, staff, or public. If so requested, that item will be removed from the CONSENT CALENDAR and considered under CONSENT ITEMS PULLED FOR DISCUSSION.]

3.A 24-15 Board, Commissions and Committee Minutes
Note and file the Minutes of:

3.B 24-746 Action on Monthly Investment Report for June 2024 Note and file the Monthly Investment Report for June
2024 as presented.

Recommendation:

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3.C Action on Purchase Orders with Pivot Interiors, Inc. and Other Suppliers/Authorized Dealers for the Purchase of and
Installation of Cubicles, Office Furniture and Related Products and Services at City Facilities
24-683

1. Determine that the proposed actions are exempt
from CEQA pursuant to Section 15301 of Title 14
of the California Code of Regulations;

2. Authorize the City Manager or designee to execute
Purchase Orders and related documents with Pivot
Interiors, Inc., other suppliers, and/or their
authorized dealers for the purchase and installation
of office cubicles and furniture under cooperative
purchasing agreements with a total aggregate
maximum compensation of $600,000, subject to (1)
Purchasing Division Manager’s determination
pursuant to Section 2.105.270(c) of the Santa Clara
City Code, (2) the appropriation of funds, and (3)
approval as to form by the City Attorney; and

3. Authorize the City Manager or designee to take any
actions as necessary to implement and administer
the Purchase Orders in alignment with the
associated cooperative purchase agreements.

Recommendation:

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3.D Action Authorizing the City Manager to Negotiate and Execute Agreements for Processing and Landfill Disposal Services; and Yard Trimmings Composting Services
24-1599

1. Approve and authorize the City Manager to
negotiate and execute an agreement, including
minor amendments, with Zanker Road Resource
Management, LLC (GreenWaste) for processing
and landfill disposal services for an initial term of
January 1, 2025 through June 30, 2036, in a final
form approved by the City Attorney;

2. Approve and authorize the City Manager to
negotiate and execute an agreement, including
minor amendments, with Zanker Road Resource
Management, LLC (GreenWaste) for yard
trimmings composting services for an initial term of
January 1, 2025 through June 30, 2036, in a final
form approved by the City attorney; and

3. Authorize the City Manager to negotiate and
execute amendments to extend the term of each
Agreement by five years ending on June 30, 2041
on the same economic terms, assuming one or
both of the agreements are extended, in final forms
approved by the City Attorney.

Recommendation:

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3.E Action to Authorize the City Manager to Negotiate and Execute Amendments to the Agreements with Rising Edge Technologies (California), LLC and West Valley Construction Company, Inc. for As-Needed Maintenance and Repair of Utility Substructures and Aerial Infrastructures for Silicon Valley Power and Approve Related Budget Amendment
24-50

1. Determine that the proposed actions are exempt
from CEQA pursuant to Section 15301 (Existing
Facilities) of Title 14 of the California Code of
Regulations;

2. Approve FY 2024/25 budget amendments in the
Electric Utility Fund to increase the Electric
Department budget in the amount of $2.0 million
and decrease the Unrestricted Ending Fund
Balance in the amount of $2.0 million (five
affirmative Council votes required for the use
of unused balances);

3. Authorize the City Manager or designee to
negotiate and execute amendments to the
agreements with Rising Edge Technologies
(California), LLC and West Valley Construction
Company, Inc. for as-needed maintenance and
repair services for electric utility substructure and
aerial fiber optic cable for a five-year term ending
June 30, 2029, to (a) increase the maximum
compensation of each agreement, with a total
aggregate maximum compensation of $10,000,000
between the two agreements, (b) add or delete
services consistent with the scope of services, (c)
adjust future rates to account for changes in labor
rates, and (d) exercise a one-year option to extend
the term of each agreement through May 31, 2030,
to be funded by the SVP Operating or Capital Fund
as applicable and subject to the appropriation of
funds and the review and approval as to form by the
City Attorney; and

4. Authorize the City Manager to take any actions as
necessary to implement and administer the above
agreements.

Recommendation:

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3.F Action Authorizing the City Manager to Negotiate and Execute Agreements with Pump Repair Service Company and SHAPE,
Inc. for Storm Drain Pumps Preventive Maintenance and Repair Services
24-248

1. Determine that the proposed actions are exempt
from CEQA pursuant to Section 15301 (Existing
Facilities) of Title 14 of California Code of
Regulations;

2. Authorize the City Manager to negotiate and execute
agreements with Pump Repair Service Company
and SHAPE, Inc. for storm drain pump preventive
maintenance and repair services, each for a total
not-to-exceed amount of $1,000,000 over a five-year
term, subject to annual appropriations of funds and
in a final form approved by the City Attorney; and

3. Authorize the City Manager or designee to take any
actions as necessary to implement and administer
the agreements with Pump Repair Service
Company and SHAPE, Inc. and negotiate and
execute amendments to (a) add or delete services
consistent with the scope of services and (b) adjust
the amounts, provided the total aggregate amount
does not exceed $2,000,000 over the five-year term,
subject to annual appropriations of funds and in a
final form approved by the City Attorney.

Recommendation:

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3.G Action on Agreement to Fund up to $843,000 for Modernization and Rehabilitation of Eight Affordable Rental Units, Update Two Units to be ADA Accessible, and Replace Approximately 100 Windows in the Sobrato Family Living Center Located at
1509/1503 Agnew Road in Santa Clara, Authority to Extend the Affordability Housing Covenants for an additional ten years, and Approval of Related Budget Amendment
24-612

1. Authorize the City Manager to execute an
agreement, promissory note, and deed of trust
with HomeFirst to fund and secure up to
$843,000 for the modernization and
rehabilitation of eight affordable rental units,
update two units so they are ADA accessible,
and replace approximately 100 windows in the
Sobrato Family Living Center located at
1509/1503 Agnew Road in Santa Clara, in a
final form approved by the City Attorney’s
Office.

2. Authorize the City Manager to amend the
Affordable Housing Covenants to extend the
existing Use Restriction by ten years
commencing on October 19, 2030 and
terminating on October 19, 2040, in a final form
approved by the City Attorney’s Office.

3. Approve the FY 2024/25 budget amendment in
the Housing and Urban Development Fund,
increasing the grant revenue estimate in the
amount of $843,000 and increasing the
Rehabilitation - Affordable Rental Housing
project in the amount of $843,000 (five
affirmative Council votes required to
appropriate additional revenue).

Recommendation:

3.H Action on Authorizing the Use of City Water Forces to Install Backflow Prevention Devices at 5452 Betsy Ross Drive and 2339 El Camino Real.
24-467
Adopt the attached Resolution approving the use of
City Water forces for water utility upgrades at 5452
Betsy Ross Drive and 2339 El Camino Real.

Recommendation:

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3.I Action on Amendment # 1 to Incentive Program Implementation Services Agreement Between Center for Sustainable Energy and City of Santa Clara for the California Electric Vehicle Infrastructure Project (CALeVIP)
24-625

1. Authorize the City Manager to Execute Amendment
No. 1 to Incentive Program Implementation
Services Agreement Between Center for
Sustainable Energy and City of Santa Clara
(Agreement); and

2. Authorize the City Manager to take any actions as
necessary to implement and administer the
Agreement and to negotiate and execute
amendments to the Agreement, subject to the
appropriation of funds and review and approval as
to form by the City Attorney.

Recommendation:

3.J Action to Approve and Authorize the City Manager to Execute the Revised Third Restated and Amended Joint Exercise of Powers Agreement for the Silicon Valley Animal Control
Authority to include the Town of Los Gatos as a Participating Member Agency
24-673
Approve and Authorize the City Manager to Execute
the Revised Third Restated and Amended Joint
Exercise of Powers Agreement for the Silicon Valley
Animal Control Authority to include the Town of Los
Gatos as a Participating Member Agency in a final
form approved by the City Attorney
Recommendation:

3.K Action on a Resolution Adopting the City of Santa Clara Emergency Operations Plan
24-644

1. Approve the Resolution Adopting the City of Santa
Clara Emergency Operations Plan
Recommendation:

3.L Action on a Resolution Adopting all of the Santa Clara County Multi-Jurisdictional Hazard Mitigation Plan, Volume 1, and the Volume 2 City of Santa Clara Annex
24-1433

1. Adopt all of the Santa Clara County
Multi-Jurisdictional Hazard Mitigation Plan,
Volume 1, and the Volume 2 City of Santa Clara
Annex
Recommendation:

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Meeting Agenda August 27, 2024

3.M Action on Authorizing the Use of City Electric Forces for Public Works at Various Locations
24-737

1. Determine the proposed action is exempt from
CEQA pursuant to Section 15302 (Class 2 -
Replacement or Reconstruction) and 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 3276 San Juan Avenue, Central
Substation at Bowers Avenue and Scott Boulevard,
2900 Semiconductor Drive, 2330 Monroe Street,
and Pole 76A01 at 3800 Bassett Street 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.

Recommendation:

3.N Action to Approve Introduction of Ordinance Amending Chapter

2.140 (“Disaster Council”) of the City Code
24-648

1. Waive First Reading and Approve Introduction of
an Ordinance Amending Chapter 2.140 (“Disaster
Council”) of Title 2 (“Administration and
Personnel”) of “The Code of the City of Santa
Clara, California”
Recommendation:

SANTA CLARA STADIUM AUTHORITY BOARD CONSENT CALENDAR

4.A Action on Stadium Manager’s Request to Negotiate and Execute a Licensed User Agreement with Ticketmaster for Ticket Sales Services for Non-NFL Events at Levi’s Stadium
24-781
Authorize the Stadium Manager to negotiate and
execute the Licensed User Agreement with
Ticketmaster for ticket sales services for Non-NFL
Events at Levi’s Stadium for a term of ten-years,
terminating on March 31, 2033, subject to final form
approved by the Stadium Authority Counsel.

Recommendation:

City of Santa Clara Page 10 of 15 Printed on 8/23/2024
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Meeting Agenda August 27, 2024

4.B Action on Funding Agreement for Levi’s Stadium Security and Neighborhood Impacts Assessment with Forty Niners SC
Stadium Company LLC and Bay Area Host Committee and
Ratify the Previous Execution of the Confidentiality Agreement with Guidepost Solutions LLC
24-527

1. Authorize the Executive Director to execute a
Funding Agreement for Levi’s Stadium
Security and Neighborhood Impacts
Assessment with Forty Niners SC Stadium
Company LLC (StadCo) and Bay Area Host
Committee (BAHC) which will allow StadCo
and the BAHC to respectively fund 45% and
10% of the costs in connection with the
Stadium Authority’s Agreement with Guidepost
Solutions LLC; and

2. Ratify the Executive Director’s previous
execution of the Confidentiality Agreement with
the City of Santa Clara and Guidepost
Solutions LLC (Guidepost) that enabled the
sharing of confidential information with
Guidepost to complete the required scope of
work in the Stadium Authority’s Agreement with
Guidepost.

Recommendation:

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4.C Action on Stadium Manager’s Request to Approve an
Amendment No. 1 to the Agreement with ACCO Engineered
Systems, Inc. and an Amendment No. 2 to the Agreement with O.C. McDonald Co., Inc. to Extend the Term and Increase Rates for Mechanical and Plumbing Maintenance and Repair Services at Levi’s Stadium
24-792

1. Approve the Stadium Manager’s request to
execute an Amendment No. 1 to the
Agreement with ACCO Engineered Systems,
Inc. to extend the term for one year beginning
September 7, 2024 to September 6, 2025 with
an option to extend for one additional year, in
an amount not to exceed $250,000 for the
fourth contract year and a total not to exceed
amount of $1,000,000 and increase
compensation rates for the fourth contract year,
subject to budget appropriations; and

2. Approve the Stadium Manager’s request to
execute an Amendment No. 2 to the
Agreement with O.C. McDonald Co., Inc. to
extend the term for one year beginning
September 7, 2024 to September 6, 2025 with
an option to extend for one additional year, in
an amount not to exceed $250,000 for the
fourth contract year and a total not to exceed
amount of $1,254,922 over the four year term
and increase compensation rates for the fourth
contract year, subject to budget appropriations.

Recommendation:

PUBLIC PRESENTATIONS
[This item is reserved for persons to address the Council or authorities on any matter not on the agenda that is within the subject matter jurisdiction of the City or Authorities. The law does not permit action on, or extended discussion of, any item not on the agenda except under special circumstances. The governing body, or staff, may briefly respond to statements made or questions posed, and appropriate body may request staff to report back at a subsequent meeting. Although not required, please submit to the City Clerk your name and subject matter on the speaker card available in the Council Chambers.]

CONSENT ITEMS PULLED FOR DISCUSSION

PUBLIC HEARING/GENERAL BUSINESS
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5. PUBLIC HEARING: Action on Environmental Impact Report, General Plan Amendment from High Intensity Office / Research and Development (R&D) to Light Industrial, Use Permit, and Architectural Review to Allow the Construction of a New Four-Story, 244,068 Square Foot Data Center with a Substation at 2805 Bowers Avenue
24-174

1. Adopt the Resolution accepting the
Environmental Impact Report prepared by
the California Energy Commission (CEC)
and adopting the Mitigation Monitoring and
Reporting Program;

2. Adopt the Resolution approving the General
Plan Amendment from High Intensity Office
/ Research and Development to Light
Industrial to allow the construction of a new
four-story 244,068 square foot data center
with a substation and site improvements at
2805 Bowers Avenue, subject to findings
and conditions of approval; and

3. Adopt the Resolution approving the Use
Permit for the demolition of the existing
building and construction of a new four-story
244,068 square foot data center with a
substation and site improvements at 2805
Bowers Avenue, subject to findings and
conditions of approval.

4. Adopt the Resolution approving the
Architectural review for the demolition of the
existing building and construction of a new
four-story 244,068 square foot data center
with a substation and site improvements at
2805 Bowers Avenue, subject to findings
and conditions of approval.

Recommendation:

6. Summer 2024 Informational Report on Super Bowl LX and FIFA World Cup 2026 Updates
24-324
Note and file the informational report on FWC26
and Super Bowl LX updates.

Recommendation:

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Meeting Agenda August 27, 2024

7. Action on Recommendations from the Governance and Ethics Committee to Amend Council Policy 009 ("City Representation at Meetings, Ceremonies, and Events")
24-664
Adopt a resolution approving the amendments to
Council Policy 009 (“City Representation at Meetings,
Ceremonies & Special Events”) based on
recommendations from the Governance and Ethics
Committee.

Recommendation:

REPORTS OF MEMBERS, SPECIAL COMMITTEES AND COUNCILMEMBER 030 REQUESTS

CITY MANAGER/EXECUTIVE DIRECTOR REPORT

ADJOURNMENT
The next scheduled special meeting is on Tuesday, September 3, 2024 in the City Hall Council Chambers.

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Meeting Agenda August 27, 2024

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

STREAMING SERVICES: As always, the public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

Note: The public cannot participate in the meeting through these livestreaming methods; livestreaming capabilities may be disrupted at times, viewers may always view and participate in meetings in-person and via Zoom as noted on the agenda.

AB23 ANNOUNCEMENT: Members of the Santa Clara Stadium Authority, Sports and Open Space Authority and Housing Authority are entitled to receive $30 for each attended meeting.

Note: The City Council and its associated Authorities meet as separate agencies but in a concurrent manner. Actions taken should be considered actions of only the identified policy body.

LEGEND: City Council (CC); Stadium Authority (SA); Sports and Open Space Authority (SOSA); Housing Authority (HA); Successor Agency to the City of Santa Clara Redevelopment Agency (SARDA); Bayshore North Project Enhancement Authority (BNPEA); Public Facilities Financing Corporation (PFFC) 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.

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

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

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

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24-689 Agenda Date: 8/27/2024

SUBJECT
Threat to Public Services or Facilities (CC, SA)
Pursuant to Gov. Code § 54957(a)
Consultation with: Jovan D. Grogan, Chuck Baker, Glen R. Googins, Sujata Reuter, Richard Fitting, Christine Jung, Jim Hayes (Guidepost Solutions LLC)
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24-660 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Recognition of Kimberly Vernon, Miss California

BACKGROUND
Kimberly Vernon of Santa Clara, was crowned Miss California 2024 at the Miss California Centennial Celebration on June 15, 2024. Previously, she had been crowned Miss Santa Clara 2023, Miss Yosemite Valley 2022, and Miss Santa Clara County 2020, 2021, and 2024. As Miss California 2024, Kimberly will be advancing to the Miss America pageant.

She is committed to the power of arts education, and her community service initiative, “Arts for All” advocates for accessible arts education. Kimberly also served as the Head Coach of the Color Guard Team at Santa Clara High School from 2018 to 2024. In the past few years, as Miss Santa Clara, Kimberly has been a part of the Santa Clara community. Through her social media campaign, Kimberly visited local Santa Clara businesses to bring awareness to all Santa Clara has to offer. She has participated in many City of Santa Clara events including the City’s Pride Flag Raising Ceremony, 4th of July All City Picnic, Concerts in the Park, Arbor and Earth Day, and the Holiday Tree Lighting. In addition, she also participated in events such as the Santa Clara Parade of Champions and the Santa Clara Schools Foundation in support of the community.

DISCUSSION
At the August 20, 2024 City Council meeting, the Mayor and City Council will recognize Kimberly Vernon for earning her recent Miss California 2024 title and her ongoing commitment and advocacy for the Santa Clara community.

ENVIRONMENTAL REVIEW
This is an informative report only and no action is being taken by the City Council and no environmental review under the California Environmental Quality Act ("CEQA") is required.

FISCAL IMPACT
There is no fiscal impact to the City other than staff time.

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.

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24-660 Agenda Date: 8/27/2024
Reviewed by: Fiona Kirby, Management Analyst, City Manager’s Office Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Draft Commendation for Kimberly Vernon
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Draft Commendation
City of SantaClara
WHEREAS, Kimberly Vernon of Santa Clara was crowned Miss California in June 2024; she previously served as Miss Santa Clara 2023, Miss Yosemite Valley 2022, and Miss Santa Clara County 2020, 2021, and 2024; and
WHEREAS, Kimberly Vernon is passionate about community service and committed to the accessibility of arts education; her initiative, “Arts for All” aims to increase arts access for the next generation of artists, empowering them to pursue their dreams and make a true difference in the world; and
WHEREAS, Kimberly Vernon was the head coach of the Santa Clara High School Color Guard team and serves on the board of directors for Arts Education Alliance Bay Area, engaging with elementary schools through story readings and arts activities; and WHEREAS, Kimberly Vernon believes that each act of service, no matter how small, has the power to create a ripple effect of kindness and change. As Miss California she will build off her meaningful impact on Santa Clara to inspire hearts throughout the state with her unwavering commitment to community service.

NOW, THEREFORE, I, LISA M. GILLMOR, by virtue of the authority vested in me as Mayor, and on behalf of the Santa Clara City Council, do hereby recognize Miss California, Kimberly Vernon
as she continues to make a difference in our City, commend her for her many accomplishments, and for her dedication to making the City of Santa Clara and our community a better place to live.

Given under my hand and the Seal of the City of Santa Clara, California, this 27th day of August, 2024.

LISA M. GILLMOR
MAYOR
City of Santa Clara
Commendation
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-584 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Action on Resolution in Support of Childcare for All

BACKGROUND
Affordable childcare supports both working parents and early childhood development. Childcare costs affect working families throughout the region. The City of Santa Clara is in support of efforts to make childcare accessible for all. The subject matter of the resolution came to the City through Working Partnerships USA. Based in Silicon Valley, Working Partnerships USA tackles the root causes of inequality and poverty by leading collaborative campaigns. In this instance, Working Partnerships USA is advocating alongside Build the Future.

Build the Future is a movement to build a brighter future for Santa Clara County residents by advocating for affordable, quality childcare for all. A coalition of supporters, Build the Future, is a partnership of entities advocating for affordable childcare within Santa Clara County. Supporters include: First 5 Santa Clara County, the Santa Clara County Office of Education, Mission College, Franklin-McKinley School District, California Association for the Education of Young Children, Bay Area Council, San Jose Chamber of Commerce, Stanford University, and numerous other community organizations.

According to information provided by Working Partnerships USA, a family living in Silicon Valley needs to pay an average of $26,450 per child per year for infant care, and $21,900 per year for one preschooler’s childcare. Limited accessible childcare options can lead to difficulties securing and maintaining employment, thus affecting the welfare of both children and their parents. Childcare accessibility affects significant portions of the Santa Clara community. According to the U.S. Census, in the City of Santa Clara approximately 19 percent of residents are under 18 years of age, and almost 7 percent of residents are under the age of five.

According to research from Build the Future, almost 30 percent of households in Santa Clara are not earning enough money, without subsidies, to meet basic needs. Compounding the issue, Build the Future found that the lack of affordable childcare hurts the workforce, with almost 40 percent of women in STEM careers in Silicon Valley leaving or changing jobs after the birth of their first child.

Relatedly, Build the Future found that investing in affordable childcare has wide-ranging economic benefits: for every dollar invested in childcare for children facing barriers yields up to $7.30 for the economy. Additionally, children who receive high-quality childcare are more likely to graduate high school and college.

DISCUSSION
This resolution in Support of Childcare for All summarizes information on childcare costs in the United City of Santa Clara Page 1 of 2 Printed on 8/23/2024
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24-584 Agenda Date: 8/27/2024
States and in the region. It also details how childcare accessibility can impact housing stability and economic productivity, as well as indicates the City’s support for the provision of universal childcare.

Cities across Santa Clara County, including San Jose, Gilroy, Mountain View, and Los Altos have adopted similar resolutions in support of childcare for all.

At the August 27, 2024 City Council meeting, the City of Santa Clara will consider adopting a resolution in support of accessible and quality childcare for all. Jaria Jaug, Associate Director of Care Policy for Working Partnerships USA, will be present to speak to the item.

ENVIRONMENTAL REVIEW
This is an information report only and no action is being taken by the City Council and no environmental review under the California Environmental Quality Act (“CEQA”) is required.

COORDINATION
This report was coordinated with the City Attorney’s Office and City Manager’s Office.

FISCAL IMPACT
There is no fiscal impact to the City other than staff time.

RECOMMENDATION
Adopt a Resolution in Support of Childcare for All
Reviewed by: Fiona Kirby, Management Analyst, City Manager’s Office Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Draft Resolution in Support of Childcare for All
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Resolution/Support for Childcare for All Page 1 of 2
Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

SUPPORTING EFFORTS TO PROVIDE UNIVERSAL CHILDCARE

TO ALL CHILDREN AND FAMILIES IN THE COUNTY OF SANTA

CLARA AND THE STATE OF CALIFORNIA
WHEREAS, the Council for a Strong American issued a report in early 2023 which details that the shortage of infant-toddler childcare costs the United States $122 billion in lost earnings, productivity, and revenue every year; and,
WHEREAS, this shortage translates to a $15 billion economic threat to California and a $3 billion threat to Santa Clara County; and,
WHEREAS, a family living in Silicon Valley needs to pay an average of $26,450 per child per year for infant care and $21,900 per year for one preschooler’s childcare; and, WHEREAS, the two most significant monthly expenses faced by working families are rent and childcare; and,
WHEREAS, families in Santa Clara, as experienced across the United States, face a national industry crisis amid a shortage of childcare service providers and programs; and WHEREAS, the lack of an affordable childcare option leads to underemployment, greater housing instability, less consumer spending, depressed business productivity, and the near impossibility of seeking, securing and maintaining employment. Childcare is one of the most immediately impactful anti-poverty measures at our disposal; and, WHEREAS, families should be empowered to choose the childcare program that meets their children’s needs; and
WHEREAS, supporting accessible and affordable childcare is an effective way to improve the welfare of children and their parents, provides vital infrastructure to working parents and supports early childhood development, allows families to remain in a geographic area, creates a stronger economy, improves business productivity and consumer spending, decreases poverty and leads to safer communities and provides revenues for cities; and Resolution/Support for Childcare for All Page 2 of 2
Rev: 7/27/2023
WHEREAS, cities have a direct interest in building strong local economies, supporting and benefiting from local small businesses, attracting and retaining families and employers; and, WHEREAS, one of the most impactful tools we can deploy to solve our greatest economic and societal challenges is investing in broadly accessible, high-quality childcare immediately; and, WHEREAS, investments in the childcare sector should prioritize supporting our most underserved children and their families, including but not limited to families of color, families of children with special needs, low-income families, and undocumented families; NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. That the City Council of the City of Santa Clara hereby:

A. Supports all efforts to provide universal childcare to all children of families in the County of Santa Clara and the State of California; and
B. Joins with Build the Future Santa Clara County in advocating for comprehensive and collaborative solutions to solve our childcare crisis, including but not limited to building a coalition of stakeholders across all sectors including small and large businesses, community based organizations, neighborhood associations, law enforcement authorities, local governments including school and special districts and city councils, and labor and trades unions for the purpose of identifying and implementing solutions to this economic and social crisis; and
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C. Desires to support efforts to provide childcare to all children and families in the County and the State of California;

2. 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 ___ 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: None
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-643 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Proclamation of September 2024 as National Preparedness Month

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
National Preparedness Month was launched in 2004 as part of the Federal Emergency Management Agency (FEMA) sponsored Ready Campaign in an effort to strengthen our country’s preparedness capabilities. The national preparedness architecture encompasses prevention, protection, response, and recovery efforts to prepare the United States for all hazards, whether terrorist attacks or natural disasters. Since September 11, 2001, the U.S. Government has taken steps to encourage all citizens to make their own safety preparations. September was chosen as National Preparedness Month, as the tragedies of September 11, 2001, highlighted to the nation the importance of being prepared.

Since its inception, National Preparedness Month has encouraged individuals, families, and communities to take part in practicing preparedness, having knowledge about various emergencies that may affect them, and taking steps and getting trained in preparedness and response efforts.

DISCUSSION
National Preparedness Month falls in September each year and emphasizes the need for each community in our nation to be prepared. This year’s National Preparedness Month theme is “Before disaster strikes, be your own hero.” Our City recognizes the need for everyone in the community to remain prepared for all disasters, such as earthquakes, floods, and the potential for a Public Safety Power Shutoff due to wildland fires. The City of Santa Clara is committed to supporting National Preparedness Month, realizing the importance of being prepared for all hazards. For more information, visit the City of Santa Clara Emergency Preparedness website located at SantaClaraCA.gov/EmergencyPreparedness and register for Alert SCC, Santa Clara County’s emergency alert and warning system. Residents are also encouraged to download the MyShake App to receive earthquake early warning notifications.

The City Council would like to recognize the month of September 2024 locally as “National Preparedness Month” with the theme “Santa Clara Ready” to increase public awareness of the importance of emergency preparedness.

Of note, this year the City’s Office of Emergency Services has completed the draft updated City Emergency Operations Plan, the City Hazard Mitigation Plan, the updated Emergency Management City of Santa Clara Page 1 of 2 Printed on 8/23/2024
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and Disaster Council Ordinance, all of which are on this meeting’s agenda for adoption or first reading. The update and adoption of these critical documents will ensure that we are up to date with current best practices and ensure eligibility for critical grant funding and post-disaster recovery funds.

Some of these documents have not been reviewed or updated since as early as 1971. The completion and adoption of these critical documents sets the foundation for a more prepared City of Santa Clara. In addition, the City is currently holding a Community Emergency Response Team (CERT) academy for residents, is partnering with the Fire Department to host personal preparedness trainings for City staff, and will be conducting safety drills for all City departments in collaboration with the City’s Human Resources Department. All of this, in addition to many trainings and events we have planned in the coming year, will help to ensure we are also prepared for the many large events our city will soon be hosting.

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

FISCAL IMPACT
There is no fiscal impact.

COORDINATION
This report has been coordinated with the City Attorney’s Office, City Manager’s Office, Communications, the Office of Emergency Services, and the Mayor and Council Office.

Reviewed by: David Flamm, Emergency Services Officer
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Proclamation of September 2024 as National Preparedness Month City of Santa Clara Page 2 of 2 Printed on 8/23/2024
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WHEREAS, September is National Preparedness Month for all hazards: natural disasters, technological and accidental critical incidents, pandemics, and human-caused threats such as major crime and terrorism; and
WHEREAS, the City of Santa Clara wishes to support resilience in our community. Our City is susceptible to natural disasters including earthquakes, floods, and other large-scale emergencies we cannot predict; therefore, we desire to prepare our families for the unexpected; and
WHEREAS, when large scale emergencies occur, law, fire, and emergency medical services will be overwhelmed with priority calls and our City employees will serve as Disaster Service Workers as they have done during the recent pandemic; and WHEREAS, working in partnership with our community members on the importance of emergency preparedness, we can minimize the loss of lives, injuries, and help our community return to a sense of normalcy post-emergency; and
WHEREAS, the time and effort we invest now in preparing will help us and our families navigate through and recover quickly from what may come our way at the most unexpected moment. The time to act is now, before the next disaster strikes; and WHEREAS, there is a role for neighbors, businesses, and non-government organizations in volunteering or otherwise helping to improve our community's resilience; and WHEREAS, the FEMA-sponsored Ready Campaign has set the overarching theme for this year’s National Preparedness Month as a focus on “preparing Asian American, Native Hawaiian, and Pacific Islander Communities for Risks and Disasters”, and WHEREAS, the City of Santa Clara has set the overarching local theme for this year’s National Preparedness Month as “Santa Clara Ready.”
NOW, THEREFORE, I, LISA M. GILLMOR, by virtue of the authority vested in me as Mayor, and on behalf of the entire City Council, do hereby proclaim the Month of September 2024 as National Preparedness Month
in the City of Santa Clara, and in doing so, I urge all residents of the Santa Clara community to join together as we support this annual National Preparedness Month sponsored nationally by the United States Department of Homeland Security, and by taking steps to learn how we can prepare our families now.

Given under my hand and the Seal of the City of Santa Clara, California, this 27 th day of
August 2024.

LISA M. GILLMOR
MAYOR
City of Santa Clara
Proclamation
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-817 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Recognition of Outgoing Commissioners on the Bicycle and Pedestrian Advisory Committee, Board of Library Trustees, Civil Service Commission, Cultural Commission, and Parks and Recreation Commission

BACKGROUND
Council Policy 003 - Guidelines for Recognition of Volunteers, Community Leaders and Outstanding Citizens, includes the recognition of Commissioners who have served on a City Commission. Past City practice has been to recognize outgoing Commissioners for their years of service at a Council meeting (Attachment 1).

DISCUSSION
As a Special Order of Business, the Mayor and Council will recognize the following former Commissioners for their years of service.

Commission Member Term Years
Bicycle and Pedestrian Advisory Committee Jane Casamajor 2021-2024 Bicycle and Pedestrian Advisory Committee Stephen Clark Seninger 2023-2024 Board of Library Trustees Leonne Broughman 2016-2024
Board of Library Trustees Jan Hintermeister 2016-2024
Civil Service Commission Tahir Naim 2020-2024
Cultural Commission Siddarth Sundaram 2021-2024
Paul McNamara 2021-2024
Parks & Recreation Commission Kelly Gonzalez (Cox) 2020-2024

FISCAL IMPACT
There is no fiscal impact other than staff time.

PUBLIC CONTACT
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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.

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

ATTACHMENTS

1. Council Policy 003 - Guidelines for Recognition of Volunteers, Community Leaders and Outstanding Citizens
City of Santa Clara Page 2 of 2 Printed on 8/23/2024
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City of Santa Clara
Policy and Procedure Manual

GUIDELINES FOR RECOGNITION OF VOLUNTEERS, COMMUNITY

LEADERS, AND OUTSTANDING CITIZENS
Rev. September 2003 P&P 003 Page 1 of 2
POLICY The City Council may award certificates, tiles, plaques of appreciation, City medallions, or other items to recognize a volunteer, community leader, or outstanding citizen who has provided a significant service to the City.

PROCEDURE Awards are authorized by the City Council according to the following guidelines:

1. City Medallions shall be awarded to:
♦ Outstanding citizens at the discretion of the City Council.

2. Engraved Clocks shall be awarded to:
♦ Council Members who have served one or more terms, upon leaving office.

3. Special Engraved Plaques
♦ Council Members who have served one or more terms as Council Member, and one or more terms as Mayor, upon leaving office.

4. Appreciation Plaques “The City of Santa Clara is a great City because of the efforts of people like you” shall be awarded to:
♦ Outgoing Council Members and other elected officials. ♦ Commissioners who have served one or more terms.
♦ Youth Commissioners who have served four one-year terms. ♦ Volunteer Fire and Volunteer Police Reserves upon their retirement. ♦ Outstanding citizens who are deserving of special recognition, who have voluntarily served the City in an extraordinary capacity on a single occasion (.g., Olympic medallists) or in a special capacity over an extended period of time* (e.g., as a member of a standing committee). Awards in this category are at the discretion of the City Council and are considered individually.

5. Small Presentation Items (e.g. tiles, paperweights, etc.) shall be awarded to:
♦ Commissioners who have served less than one term, but have attended at least one year of Commission meetings
♦ Youth Commissioners who have served at least one but less than City of Santa Clara
Policy and Procedure Manual

GUIDELINES FOR RECOGNITION OF VOLUNTEERS, COMMUNITY
LEADERS, AND OUTSTANDING CITIZENS (cont.)
Rev. September 2003 P&P 003 Page 2 of 2
four one-year terms.
♦ Volunteers and community leaders who have served in a special capacity on a limited basis; for example, one who has worked on a short term committee, or who has organized a single event. Awards in this category are at the discretion of the City Council and are considered individually.

6. Framed Letters of Appreciation Signed by the entire City Council shall be awarded to:
♦ All Outgoing City Council Members.
♦ Outgoing Commissioners who have served one or more terms. ♦ Other outgoing elected officials.

7. Framed Letters of Appreciation Signed by the Mayor shall be awarded to:
♦ Commissioners who have served less than one term.

8. Framed Certificates of Appreciation signed by the Mayor shall be awarded to:
♦ Those individuals receiving small presentation items. ♦ Commissioners who have attended less than one year of Commission meetings.
♦ Participants in special municipal events, projects or programs (i.e.

Arbor Day, Public Safety Providers Week, City contests) Reference: Per Council approval September 2003
Naming of Facilities Policy, August 2003
* e.g., The Neil Henry Volunteer Recognition Award, established by City Council in July 2003.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-15 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Board, Commissions and Committee Minutes

COUNCIL PILLAR
Enhance Community Engagement and Transparency

RECOMMENDATION
Note and file the Minutes of:

Neighborhood-University Relations Committee (NURC) - May 22, 2023 Neighborhood-University Relations Committee (NURC) - October 16, 2023 Parks & Recreation Commission - July 8, 2024
Planning Commission - July 13, 2023
Planning Commission - June 12, 2024
City of Santa Clara Page 1 of 1 Printed on 8/23/2024
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City of Santa Clara
Meeting Minutes
Neighborhood-University Relations Committee
Draft
6:00 PM Santa Clara University
500 El Camino Real
Santa Clara, CA
Schott Admission & Enrollment Services Building
Parking available in the Central Parking Structure (500 El Camino Real Garage)
Hybrid via Zoom
05/22/2023
The City of Santa Clara is conducting Neighborhood University Relations Committee meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/82990496428 or
o Phone: 1(669) 900-6833
Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting; (Comments received after 12:00 PM on the day of the meeting will be made part of the public record but will not be read out loud during the meeting) and also before and during the meeting via eComment. Clearly indicate the project address, meeting body, and meeting date in the email.

Agendas, Staff Reports and associated documents for Neighborhood University Relations Committee items may be viewed on the City's website at
https://santaclara.legistar.com/Calendar.aspx

CALL TO ORDER AND ROLL CALL
Councilmember Jain called the meeting to order at 6:01 p.m.

All members were present except Mayor Lisa Gillmor, and Coucilmember Raj Chanal

CONSENT CALENDAR
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23-713 Neighborhood University Relations Committee Minutes of February 6, 2023
Recommendation: Approve the Neighborhood University Relations Committee Minutes of February 6, 2023
A motion was made by Vice Mayor Park, seconded by
Councilmember Jain to approve the Neighborhood University Relations Committee Minutes of February 6, 2023. Motion was approved 2-0

PUBLIC PRESENTATIONS
Mark Kelsey commented regarding his written comment to request the Committee to direct staff to work on a plan that reviews the University's 5-year expansion plan and consider conditions regarding the housing demand. Mark also requested the Committee to prepare a public discussion to mitigate the impact of the University's growth.

GENERAL BUSINESS
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23-712 Reports and Discussion: Presentations by Community Development Department, Santa Clara University, and Police Department followed by community questions

1. Community Development, Lesley Xavier, Planning Manager, presented on current Code Enforcement activity and the timeline for the Zoning Code update. Lesley Xavier also presented information on projected development near the University area including the Santa Clara Station Plan, the Downtown Precise Plan, 2655 The Alameda a residential mixed-use project, and the current status of the SCU 5-year Master Plan.

Councilmember Jain commented on the timeline of the Zoning Code update due to the Housing Element and inquired if staff could bring forward a minimum common open space requirement for single family residences prior to the zoning code update. He also commented on the parking issues around the University and inquired about the new residence hall proposed in the SCU 5-year plan.

Vice Mayor Park raised concern regarding the parking requirements for the 2655 The Alameda Project.

Mark Kelsey suggested that the City establish a parking district in the neighborhoods around the University area.

2. Santa Clara University, Kimberly Gilkey, Assistant Dean for Off Campus Living, presented on SCU upcoming events this summer, important Fall dates and the monthly Joint Agency Coordination Committee meetings update.

Councilmember Jain thanked the University for reaching out to the community.

Mark Kelsey thanked the University for all their efforts.

3. Santa Clara Police Department, Sergeant Deger, gave an update on proactive steps taken, SCU zone activity and statistics, SCU calls for service and incident reports, and strict enforcement model. Sergeant Deger presented an update on Blue Tags, the numbers are down from last year.

Colling Forgey asked for clarification on the length of time the Blue Tags remain on the property.

Mark Kelsey requested information on parking enforcement.

Vice Mayor Park commented on the need for holistic approach to public safety.

No Public Speakers
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ADJOURNMENT
The meeting adjourned at 7:00 p.m. The next regular scheduled meeting is October 16, 2023

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

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

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

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

City of Santa Clara Page 5 Printed on 06/04/2024
City of Santa Clara
Meeting Minutes
Neighborhood-University Relations Committee
Draft
6:00 PM Hybrid Meeting
City Hall Council Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
10/16/2023
The City of Santa Clara is conducting Neighborhood University Relations Committee meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely).
• Via Zoom:
o https://santaclaraca.zoom.us/j/82990496428 or
o Phone: 1(669) 900-6833
Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting;
(Comments received after 12:00 PM on the day of the meeting will be made part of the public record but will not be read out loud during the meeting) and also before and during the meeting via eComment. Clearly indicate the project address, meeting body, and meeting date in the email.

Agendas, Staff Reports and associated documents for Neighborhood University Relations Committee items may be viewed on the City's website at https://santaclara.legistar.com/Calendar.aspx

CALL TO ORDER AND ROLL CALL
Councilmember Jain called the meeting to order at 6:10 pm A motion was made by Vice Mayor Park, seconded by
Councilmember Jain to excuse Mayor Gillmor and Councilmember Chahal from the meeting. Motion was approved 2-0.

CONSENT CALENDAR
None.

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PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS
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1. 23-1277 Reports and Discussion: Presentations by Community Development Department, Santa Clara University, and Police Department followed by community questions
Community Development Planning Manager, Lesley Xavier, provided the staff presentation on current Code Enforcement activity and procedures, long range planning, development projects, major development plans and the updated timeline for the Zoning Code update as well as information on the status of the SCU 5-year Master Plan.

Councilmember Jain suggested the Code Enforcement University handout be added to additional web pages on the city website and inquired about the University expansion plan and expressed that residents would prefer the expansion to be on the East side.

Santa Clara University Assistant Dean for Off Campus Living, Kimberly Gilkey, introduced Sam Florio, Associate Vice President for Auxiliary Services. Kimberly presented on SCU educational events including the Walkabout that took place on September 23, 2023, the Neighborhood Ambassador Program, and the upcoming Halloween Picnic on October 28, 2023. Ms. Gilkey also provided an update on the Monthly Joint Agency Coordination Committee meetings update.

Councilmember Jain commended the use of plain clothed police officers for the Cinco De Mayo event and also commented on the amount of broken glass in the streets around the University. Jain also mentioned that having the Freshman and Sophomore students back on campus has helped reduce issues in the surrounding neighborhoods.

Vice Mayor Park asked about the number of views to the NURC web page and suggested that instead of updating the NURC webpage, it would be more beneficial to know if there is another web page that viewers are accessing more frequently.

Public Speaker Mark Kelsey thanked the SCU staff in their efforts to work with the neighborhood. Mark commented on the need for Council leadership to make NURC a more viable committee. Mark expressed concern with the surrounding neighborhoods and suggested the area become affordable housing. Mark suggested the Planning Division make the property owners accountable for their rentals.

Santa Clara Police Department, Sergeant Greg Deger, presented on the current activity, proactive steps taken, strict enforcement model, blue tag updates, SCU zone statistics, and citation updates. The Special Response Notices and Administrative Citations numbers are down from last year.

Vice Mayor Park suggested that Police try a more positive and cooperative approach to build the relationship with the students.

Councilmember Jain acknowledged that the students are receiving several warnings before citations are issued and commended the Police for outreach City of Santa Clara Page 3 Printed on 06/04/2024
Neighborhood-University Relations 10/16/2023
Committee
Meeting Minutes
and support to the students. Jain suggested increasing the citation amounts and also inquired if students utilize the parking permit program.

Public Speaker Mark Kelsey thanked the Police Department for their quick response and attention to the neighborhood and stated the situation is getting worse and requested the Council pass an ordinance to remove rental privileges from owners with tenants that continue to violate the code and create disturbances.

ADJOURNMENT
A motion was made by Vice Mayor Park, seconded by Councilmember Jain to approve the proposed 2024 NURC meeting schedule of February 12, 2024, May 20, 2024, and October 21, 2024.

Adjournment
The meeting adjourned at 7:15 p.m.

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

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

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

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

City of Santa Clara Page 5 Printed on 06/04/2024
City of Santa Clara
Meeting Minutes
Parks & Recreation Commission
Draft
7:00 PM Hybrid Meeting
Cafeteria - City Hall East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
07/08/2024
The City of Santa Clara is conducting the Parks & Recreation Commission meeting in a hybrid manner (in-person and a method for the public to participate remotely).

Via Zoom:
https://santaclaraca.zoom.us/j/91316665755
Meeting ID: 913 1666 5755
Or join by phone: 669-900-6833

CALL TO ORDER AND ROLL CALL
Chair Hai called the meeting to order at 7:00 PM.

Vice Chair Maureen Chu, Commissioner Eversley Forte,
Commissioner Derek DeMarco, Chair Hai, Commissioner
Brittany Ricketts, and Commissioner Vikas Gupta
Present 6 -
Absent 1 - Commissioner Dana Caldwell
Vice Chair Chu made a motion, seconded by Commissioner
Gupta to excuse Commissioner Caldwell.

Aye: Vice Chair Chu, Commissioner Derek DeMarco, Commissioner Forte, Cox, Chair Hai, Commissioner Ricketts, and Commissioner Gupta
6 -
Excused: 1 - Commissioner Caldwell

CONSENT CALENDAR
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Parks & Recreation Commission Meeting Minutes 07/08/2024

1.A 24-670 Action on the Parks & Recreation Commission Minutes of the June 18, 2024 Meeting
Recommendation: Approve the Parks & Recreation Commission Minutes of the June 18, 2024 Meeting.

Vice Chair Chu made a motion, seconded by Commissioner
Gupta to approve the Parks & Recreation Commission Meeting minutes of June 18, 2024

Aye: Vice Chair Chu, Commissioner Forte, Commissioner DeMarco, Chair Hai, Commissioner Ricketts, and Commissioner Gupta 6 -
Excused: 1 - Commissioner Caldwell

PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS
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2. 24-671 Review FY 2023/24 Parks & Recreation Commission’s Work Plan Goals and Consider Work Plan Goals for FY 2024/25
Recommendation: Approve Work Plan Goals A-F for FY 2024/25. · Goal A: Review park site and facility condition assessments and recommend priorities given existing and anticipated service levels and available resources.
· Goal B: Review and solicit community input on the existing City park rehabilitation projects based on the current Capital Improvement Program (CIP) budget and schedule, as well as review residential developer proposed schematic designs for new neighborhood parks that serve new residential development. · Goal C: Host and develop recommendations for the annual Santa Clara Art & Wine Festival 2024, and participate in Citywide special events.
· Goal D: Partner with one other City commission to build/expand on at least one existing Parks & Recreation event by adding an extra element for patrons to interact with during the event.
· Goal E: Participate in the Parks & Recreation Master Plan process. · Goal F: Consider the annual budget of the Parks & Recreation Department during the budget preparation process and make recommendations with respect thereto to the City Manager and City Council.

Commissioner Chu made a motion, seconded by Commissioner Forte to recommend approval of Work Plan Goals A-F for FY 2024/25.

Aye: Vice Chair Chu, Commissioner Forte, Commissioner DeMarco, Chair Hai, Commissioner Ricketts, and Commissioner Gupta
6 -
Excused: 1 - Commissioner Caldwell
Commissioner Gupta made a motion, seconded by Vice Chair Chu to recommend approval of the subcommittee for Work Plan Goal A, consisting of Vice Chair Chu, Commissioners Gupta and DeMarco.

Aye: Vice Chair Chu, Commissioner Forte, Commissioner DeMarco, Chair Hai, Commissioner Ricketts, and Commissioner Gupta
6 -
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Parks & Recreation Commission Meeting Minutes 07/08/2024 Excused: 1 - Commissioner Caldwell
Commissioner Forte made a motion, seconded by Chair Hai to recommend approval of the subcommittee for Work Plan Goal C, consisting of Chair Hai and Commissioners Forte and Ricketts.

Aye: Vice Chair Chu, Commissioner Forte, Commissioner DeMarco, Chair Hai, Commissioner Ricketts, and Commissioner Gupta
6 -
Excused: 1 - Commissioner Caldwell
Commissioner Forte made a motion, seconded by Commissioner Ricketts to recommend approval of the subcommittee for Work Plan Goal D, consisting of Chair Hai, and Commissioners Forte and Ricketts.

Aye: Vice Chair Chu, Commissioner Forte, Commissioner DeMarco, Chair Hai, Commissioner Ricketts, and Commissioner Gupta
6 -
Excused: 1 - Commissioner Caldwell
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STAFF REPORT
Deputy Director Seale
Staff is currently working diligently on reopening the International Swim Center in an expeditious manner by fulfilling Santa Clara County and the City's Building Official's requirements for reopening. This requires specific fencing around the facility and re-plastering the racing and training pools.

The date for the Joint Dinner with City Council has been pushed back. Staff will keep the Commission apprised when a tentative date is set. The Henry Schmidt Park Playground Rehabilitation Project is fully in the second phase of design. The Magical Bridge All-Inclusive playground is in its final stage of construction, and the opening of the playground is expected to be in late August/early September.

Recreation Manager Castro
The Friendship City Dinner was held tonight (Monday, July 8) with the Cultural Commission and the delegation from Icheon City, Republic of Korea. The City of Santa Clara and Icheon City are going to re-sign their Friendship Agreement. Westwood Oaks Park Ribbon Cutting Ceremony will be on Wednesday, 7/10/2024 at 10 AM. The Mayor will be speaking. A local bilingual Chinese/English daycare has volunteered to sing a song in English for the ceremony. There's a Concert in the Park event on Friday in the Central Park Pavilion featuring the Megatones. Recreation Activity Guides have been mailed out to the citizens for upcoming fall programming. The Street Dance event will be on Friday August 2 at 6:00 PM. The event has moved a few blocks over and will be located on Franklin St. between Monroe St. and Lincoln St.

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COMMISSIONERS REPORT
Chair Hai:

Unfortunately he could not attend the 4th of July celebration. He visited Westwood Oaks park to see the final construction of the project.

Commissioner Chu:

She was happy to attend the 4th of July celebration and thought it was a great venue for the celebration. She believes there is a lot of things that could be learned from the event such as egress, direction of the fireworks for the audience, etc. She was informed that the Mission College Board of Trustees was happy to showcase the venue. It was a great partnership between Mission College and the City.

Commissioner De Marco:

He could not attend the 4th of July event due to prior commitments. He spoke a bit about his background. He has lived in California for almost 11 years after moving here from New Hampshire and Michigan. He works at UC Santa Cruz and has been involved in staff advocacy there for the better part of eight years. He looks forward to working with fellow commissioners and contributing to community advocacy.

Commissioner Forte:

He attended the summer concert on June 28 at Central Park and also attended the 4th of July event at Mission College. He stated "If your family had come after 7:30 PM, that would have been perfect. It was so comfortable."
It was a good venue for hosting the event. This was the first time having the 4th of July celebration including fireworks at Mission College, and with Great America. That was a good test run for future big events coming to the City of Santa Clara. He was sure to fill out his park and event QR code visitation form.

Commissioner Gupta:

He tried to convince his family to go to Mission College for the July 4th celebration. They did watch the fireworks, but from another location near Alviso, which was nice in some ways because they could see other Bay Area fireworks and caught a glimpse of the Sunnyvale drone show. He express his thanks to City staff for all they do, day in and day out. It means a lot to the aquatics community.

Commissioner Ricketts:

She attended the 4th of July event which she said was amazing. It was a great venue. She expressed thanks to staff. It was such an awesome event for so many people. Having the misting fans was great and so were the City of Santa Clara Page 6 Printed on 08/08/2024
Parks & Recreation Commission Meeting Minutes 07/08/2024

ADJOURNMENT
food trucks. The most asked questions when she visited the info booth were: where are the food trucks and where to look for the fireworks. She would like to know how commissioners can help volunteer more for such events. She further stated "I definitely joined the Commission to take a more active role, especially in the bigger events that we have." Perhaps next year the Commission should have a Parks & Recreation Commission table where they share information about park locations, QR code for input on upcoming projects, and how to use the My Santa Clara app. This would allow for more face time with Santa Clarans and they would get to know the Commission and what we do to support parks and recreation.

Commissioner Chu made a motion, seconded by Commissioner Gupta to adjourn the Parks & Recreation Commission Meeting at 8:08 PM, until the next regular meeting on Monday, August 12, 2024 at 7:00 PM.

Aye: Vice Chair Chu, Commissioner Forte, Commissioner DeMarco, Chair Hai, Commissioner Ricketts, and Commissioner Gupta
6 -
Excused: 1 - Commissioner Caldwell

MEETING DISCLOSURES
City of Santa Clara Page 7 Printed on 08/08/2024
Parks & Recreation Commission Meeting Minutes 07/08/2024 The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

City of Santa Clara Page 8 Printed on 08/08/2024
City of Santa Clara
Meeting Minutes
Planning Commission
Draft
6:00 PM Hybrid Meeting
City Hall Council
Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
07/13/2023
Special Meeting
TO WHOM IT MAY CONCERN:

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of California Government Code §54956 (“The Brown Act”) and Section 708 of the Santa Clara City Charter, the undersigned calls for a Special Meeting of the Planning Commission of the City of Santa Clara, to commence and convene on July 13, 2023, at 6:00 pm for a Special Meeting in the City Hall Council Chambers located in the East Wing of City Hall at 1500 Warburton Avenue, Santa Clara, California, to consider the following matter(s) and to potentially take action with respect to them.

The City of Santa Clara is conducting Planning Commission meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely). • Via Zoom:
o https://santaclaraca.zoom.us/j/91729202898 Webinar ID: 917 2920 2898 or o Phone: 1(669) 900-6833
• Via the City’s eComment (available during the meeting) The public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting; (Comments received after 12:00 PM on the day of the meeting will be made part of the public record but will not be read out loud during the meeting) and also before and during the meeting via eComment. Clearly indicate the project address, meeting body, and meeting date in the email.

Agendas, Staff Reports and associated documents for Planning Commission items may be viewed on the City's website at https://santaclara.legistar.com/Calendar.aspx City of Santa Clara Page 1 Printed on 08/15/2024
Planning Commission Meeting Minutes 07/13/2023
6:00 PM SPECIAL MEETING
Call to Order
Chair Cherukuru called the meeting to order at 6:00 pm.

Pledge of Allegiance and Statement of Values
Commissioner Bhatnagar read the Statement of Values.

Roll Call
Vice Chair Yashraj Bhatnagar, Commissioner Nancy A. Biagini, Chair Priya Cherukuru, Commissioner Qian Huang, Commissioner Mario Bouza, Commissioner Lance Saleme, and Commissioner Eric Crutchlow
Present 7 -

DECLARATION OF COMMISSION PROCEDURES
Commissioner Bhatnagar read the Declaration of Procedures.

CONTINUANCES/EXCEPTIONS
None.

CONSENT CALENDAR

1. 23-867 Planning Commission Special Meeting Minutes of January 23, 2023 Meeting
Recommendation: Approve the Planning Commission Special Meeting Minutes of the January 23, 2023 Meeting
A motion was made by Commissioner Saleme, seconded by
Commissioner Huang to approve Item 1.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, and Commissioner Saleme
6 -
Abstained: 1 - Commissioner Crutchlow

PUBLIC PRESENTATIONS
Public Speaker spoke regarding Data Centers and use of solar panels, parking lot solar canopies

PUBLIC HEARING
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2. 23-878 Introduction to City Attorney Glen Googins
City Attorney Glen Googins provided information on his role as City Attorney in support of the Planning Commission.

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4. 23-663 Action on Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, General Plan Amendment and Rezone for the Property Located at 2655 The Alameda to Allow the Development of a Four-story Multi-family Housing Development with 39 Rental Units, and 1,500 Square Feet of Ground Floor Commercial Space.

Recommendation: Alternative: 1, 2 and 3

1. Adopt a resolution to recommend the City Council adopt the Mitigated Negative Declaration and the Mitigation Monitoring and Reporting Program for the 2655 The Alameda Mixed Use Project.

2. Adopt a resolution to recommend the City Council approve a General Plan Amendment from Neighborhood Mixed Use to Very High Density Residential.

3. Adopt a resolution to recommend City Council approve a Rezone from Neighborhood Commercial (CN) to Planned Development (PD), subject to conditions.

A member of the public requested Public Hearing Item 4 be heard before Item 3. Chair Cherukuru approved the request.

Associate Planner Debby Fernandez provided the Staff presentation.

Consultant Shannon George of David Powers and Associates spoke regarding the site and mitigation measures.

Applicant provide a presentation.

Commissioners inquired upon shared parking with existing tenants in the vicinity, labor union engagement with the development and community outreach events.

Suzanne Barko/Attorney spoke regarding contaminants a the site and mitigation measures.

Public Speakers:

Claudia Daw
Adam Thompson
Kenneth Do - Carpenters Union 405
Rob Mayer
Chad Viso
Myron Von Raesfeld
Alex Schoor, Catlyze SV
Noah McDonald
A motion was made by Commissioner Biagini, seconded by
Commissioner Bouza to close public hearing.

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In condition P18, change the text “TDM measures are to include but are not limited to providing ongoing transit passes” to read, “TDM measures shall include but are not limited to providing ongoing transit passes”

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Saleme, and Commissioner Crutchlow
6 -
Nay: 1 - Commissioner Bouza
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Planning Commission Meeting Minutes 07/13/2023

3. 23-354 Consideration of an Environmental Impact Report, General Plan Amendment, Rezone, and Vesting Tentative Subdivision Map for the Property Located at 906-950 Monroe Street and 1341 Homestead Road (CEQA: An Environmental Impact Report (EIR) was Prepared for the Project)
Recommendation: 1. Adopt a resolution to recommend the City Council adopt the Environmental Impact Report and the Mitigation Monitoring and Reporting Program for the 950 Monroe Street Project.

2. Recommend the City Council approve a General Plan Amendment to modify the text for the Community Mixed Use land use designation and related policies.

3. Recommend the City Council approve a rezone from General Office (OG), Historic Combining (HT), and Community Commercial (CC) to Planned Development (PD) to allow a six-story mixed-use development with 50 units, four townhomes, and three single-family residences with on-site parking and amenities, landscaping, and off-site improvements, with added standards for the two HIR properties with provisions of the HT Zoning District (Sections

18.58.050,18.58.060, and 18.58.070) that would be applicable to both HRI properties.

4. Recommend City Council approval of a Vesting Tentative Subdivision Map.

Meeting went into Recess at 8:13 pm and reconvened at 8:20 pm.

Commissioner Nancy Biagini announced she had met with Sal Caruso, Randy Lambert and DCTF Member Adam Thompson.

Assistant Planner Steve Le provided the staff presentation.

Shannon George of David Powers and Associates provided
information on cultural resources inquiries from Commissioners.

Assistant City Attorney Alexander Abbe provided a presentation in reference to letter received from the Applicant's attorney.

Sal Caruso provided the Applicant presentation.

Commissioners had a robust discussion on the proposed project.

Public Speakers:

Jonathan Evans
Dan Ondrasek
Public Speaker
Brian Goldenberag
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Planning Commission Meeting Minutes 07/13/2023
Steve Kelly
Adam Thompson
Emmy Moore Minister
Janet Stevens
Jorge Haro
Rob Mayer
Dave Delozier
Robert Fitch
John Elwood
Steve Eimer
Chad Viso
Ray Gamma
Diane Ringer
Myron VonRaesfeld
Donna West
Noah McDonald
Connie Costa
Kristin Brown, , SVLG
Norren Carlson
Bajis Katwan
Mike
Bev Hromec
Public Speaker
Pat
Applicant Sal Caruso provided a rebuttal presentation.

The meeting went into recess at 10:49 and commenced at 10:55 pm Commissioners inquired on several topics related to the proposed project.

A motion was made by Commissioner Biagini, seconded by
Commissioner Huang to reopen public hearing

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -
A motion was made by Commissioner Huang, seconded by
Commissioner Biagini to adopt a resolution to approve Staff Recommendation 2 (recommend the Council approve a General Plan Amendment to modify the text for the Community Mixed Use land use designation and related policies)

18.58.050,18.58.060, and 18.58.070) that would be applicable to both HRI properties); and with an added section 5 in the resolution to read “The Planning Commission encourages the Owner and any contractors or subcontractors working on the Project to evaluate hiring local labor, hiring from or contributing to apprenticeship programs, increasing resources for labor compliance, and providing living wages during the development of this Project.”

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -
A motion was made by Chair Cherukuru, seconded by
Commissioner Bouza to adopt a resolution to approve staff recommendation 4 (recommend Council approval of a Vesting Tentative Subdivision Map).

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Aye: Vice Chair Bhatnagar, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
6 -
Nay: 1 - Commissioner Biagini
A motion was made by Chair Cherukuru, seconded by
Commissioner Bouza, to direct staff to prepare a condition of approval to recommend to the City Council for adoption based on the idea that where the historic structure is exposed to adjacent construction or demolition work, a protective plan including documentation monitoring and specific safeguards be implemented to prevent damage and loss of historic fabric.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
6 -
Nay: 1 - Commissioner Huang

5. 23-816 Election of Planning Commission Chair, Vice Chair and Secretary Recommendation: There is no staff recommendation.

A motion was made Commissioner Biagini to nominate Chair Cherukuru to continue for another term as Planning Commission Chair.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -
REPORTS OF COMMISSION/BOARD LIAISON AND COMMITTEE:

1. Announcements/Other Items
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2. Commissioner Travel and Training Reports, Requests to attend Trainings Commissioner Crutchlow requested to form a study session on guidance for Planning Commission on design standards for data centers.

DIRECTOR OF COMMUNITY DEVELOPMENT REPORTS:

1. Planning Commission Budget Update
Staff Aide II Elizabeth Elliott provided budget updates.

2. Upcoming Agenda Items
Planning Manager Lesley Xavier provided updates.

3. City Council Actions
ADJOURNMENT:

A motion was made by Commissioner Biagini, seconded by
Commissioner Crutchlow to adjourn. The meeting adjourned at 12:05 am. The next regular scheduled meeting is August 23, 2023.

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

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

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

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

City of Santa Clara Page 11 Printed on 08/15/2024
Planning Commission Meeting Minutes 07/13/2023
Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

Note
Note
M
City of Santa Clara Page 12 Printed on 08/15/2024
City of Santa Clara
Meeting Minutes
Planning Commission
Draft
6:00 PM Hybrid Meeting
City Hall Council
Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
06/12/2024
The City of Santa Clara is conducting Planning Commission meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely).
• Via Zoom:
o https://santaclaraca.zoom.us/j/91729202898 Webinar ID: 917 2920 2898 or o Phone: 1(669) 900-6833
• Via the City’s eComment
The public may view the meetings on SantaClaraCA.gov, Santa Clara City Television (Comcast cable channel 15 or AT&T U-verse channel 99), or the livestream on the City’s YouTube channel or Facebook page.

Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting;
(Comments received after 12:00 PM on the day of the meeting will be made part of the public record but will not be read out loud during the meeting) and also before and during the meeting via eComment. Clearly indicate the project address, meeting body, and meeting date in the email.

Agendas, Staff Reports and associated documents for Planning Commission items may be viewed on the City's website at https://santaclara.legistar.com/Calendar.aspx 6:00 PM REGULAR MEETING
Call to Order
Chair Cherukuru called the meeting to order at 6:01 pm.

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Planning Commission Meeting Minutes 06/12/2024
Pledge of Allegiance and Statement of Values
Vice Chair Bhatnagar read the Statement of Values
Roll Call
Commissioner Huang joined the meeting at 6:19 pm.

Vice Chair Yashraj Bhatnagar, Commissioner Nancy A. Biagini, Chair Priya Cherukuru, Commissioner Qian Huang, Commissioner Mario Bouza, Commissioner Lance Saleme, and Commissioner Eric Crutchlow
Present 7 -

DECLARATION OF COMMISSION PROCEDURES
Secretary Bouza read the Declaration of Procedures.

CONSINTUANCES/EXCEPTIONS
None.

PUBLIC PRESENTATIONS
Chair Cherukuru moved Public Hearing Items to be heard before the Consent Calendar.

2. 24-589 Public Hearing: Recommendation on an Amendment to the Zoning Code Implementing AB 1397 (2017) Relating to Affordable Housing Developments and Allowing “Use By Right” for Selected Projects Pursuant to the City’s Adopted Housing Element
Recommendation: 1. Adopt a resolution recommending that the City Council adopt the Zoning Code amendment to implement Action 9 of the Housing Element relating to “By Right” residential development pursuant to AB 1397.

Principal Planner John Davidson provided the staff presentation.

Commissioners asked clarifying questions including inquiries on SB937.

Assistant City Attorney Alexander Abbe commented he would provide details on the Senate Bill at an upcoming meeting.

A motion was made by Commissioner Biagini, seconded by
Commissioner Bouza to close public hearing.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -

3. 24-540 Public Hearing: Action on a Conditional Use Permit (PLN24-00112) for a new unmanned telecommunication facility with indoor equipment storage area and a new 80-foot-tall monopine (Verizon Wireless) at 3536 Monroe Street
Recommendation: 1. Determine that the Project is categorically exempt from formal environmental review per Section 15303(d), New Construction of Utility Extensions, of the CEQA Guidelines; and

2. Adopt a Resolution to Approve a Conditional Use Permit to allow a new telecommunication facility at 3536 Monroe Street, subject to conditions of approval.

Associate Planner Daniel Sobzcak provided the staff presentation.

Commissioner Biagini inquired upon correspondence that was received on this item. Associate Planner Daniel Sobczak provided details on setbacks required for this project. Commissioner Saleme inquired if a collapse impact study had been done for this item.

Applicant was not available for inquiries. Chair Cherukuru provided direction to continue this item to later in the evening when the Applciant becomes available.

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4. 24-480 PUBLIC HEARING: Action on Conditional Use Permit (PLN23-00417) for the Conversion of an Existing Convent into Dormitory Style Housing at 2001 Lawrence Court.

Recommendation: 1. Determine that the project is categorically exempt from formal environmental review under Class 32 (Section 15332, In-Fill Development Projects) of the CEQA Guidelines; and

2. Adopt a Resolution to approve a Conditional Use Permit for the conversion of the existing convent into dormitory style housing at 2001 Lawrence Court, subject to findings and conditions of approval.

Assistant Planner Tiffany Vien provided the staff presentation.

Commissioners inquired upon several items including parking spaces, criteria for students to be eligible to reside in the housing, housing safety, and neighborhood outreach.

Applicant Geno Catalano spoke.

Father Mark spoke.

Public Speakers
Alan
A motion was made by Commissioner Biagini, seconded by
Commissioner Bhatnagar to close public comment

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Saleme, and Commissioner Crutchlow
6 -
Abstained: 1 - Commissioner Bouza
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A motion was made by Commissioner Biagini, seconded by
Commissioner Bouza to approve, Staff Recommendation 2 and to include the following additional conditions and modifications to existing conditions:
- The Applicant shall ensure that there is a sufficient security presence on the premises to monitor nighttime activities, to the satisfaction of the Director of Community Development.
- The Applicant shall provide visitor parking spaces in a quantity satisfactory to the Director of Community Development
- Modify condition P4 to read, “The student housing facility is to be reserved only for students that are part of the Santa Clara University, Excellence in Catholic Education and Leadership (ExCEL) Graduate program. Other than a resident assistant and/or building supervisor, no housing shall be provided to persons other than graduate students enrolled in the ExCEL program without first obtaining an amendment to the use permit. In addition, any significant modification to the focus of the ExCEL program shall require an amendment to the use permit.”
- In the event the applicant seeks any future amendment to the use permit, a minimum radius of 1000 feet, or a minimum of 25 properties, shall be used for public noticing, whichever reaches the greater number of recipients.
- Any reporting of incidents and concerns related to the use of property shall be brought to the responsible party for the diocese, as well as the church, and/or to the resident program administrator (RA). Contact information for the RA shall be made available for reporting of such disturbances/instances.

2. Adopt a Resolution to Approve a Conditional Use Permit to allow a new telecommunication facility at 3536 Monroe Street, subject to conditions of approval.

Item 3 resumed once the Applicant was in attendance.

Applicant Philip Decker spoke.

Commissioners inquired if other sites had been considered for the project, noise impacts of the project, and other items.

A motion was made by Commissioner Biagini, seconded by
Commissioner Bouza to close public comment.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -
A motion was made by Commissioner Biagini, seconded by
Commissioner Bouza, to approve staff recommendation 2 (approve a resolution to approve a Conditional Use Permit to allow a new telecommunication facility at 3536 Monroe Street, subject to conditions of approval), with the following modifications:
- Renumber conditions P3 through P6 as new conditions P4 through P7.
- Add a new Condition P3 to read, “Applicant shall obtain a collapse study from a contractor and in a form satisfactory to the Director of Community Development to demonstrate that the risk to properties within the collapse radius will be minimized. The Director shall have the discretion to require modifications to the design to reduce risks identified by the collapse study.”
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Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -

5. 24-581 Public Hearing: Action on Conditional Use Permit (PLN23-00308) to Install Four Additional Emergency Generators at the McLaren Data Center Located at 737 Mathew Street
Recommendation: 1. Adopt a Resolution to adopt the Addendum to the 2018 Initial Study/Mitigated Negative Declaration for the McLaren Data Center; and

2. Adopt a Resolution to approve a Conditional Use Permit to install four additional emergency generators at the McLaren Data Center at 737 Mathew Street, subject to findings and conditions of approval.

Associate Planner Tiffany Vien provided the staff presentation.

Commissioners inquired upon the noticing of the project and the radius used and inquired upon ongoing noise monitoring.

Applicant Eric Wennstrom spoke.

Jenner Renk Land Use Counsel for Vantage spoke.

A motion was made by Commissioner Crutchlow, seconded by Commissioner Biagini to approve Staff Recommendation 1

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -
Chair Cherukuru spoke about concerns of fewer jobs for the city due to approval of data centers and the City of Santa Clara is limiting opportunities for land use and advocated for mixed use projects that bring people onsite.

A motion was made by Commissioner Crutchlow, seconded by Commissioner Biagini to approve staff recommendation 2 , and with changes to the facility installation of diesel filter xxxx with modified language in paragraph 2.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Saleme, and Commissioner Crutchlow
6 -
Nay: 1 - Commissioner Bouza
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6. 24-493 Election of Planning Commission Chair, Vice Chair and Secretary Recommendation: There is no staff recommendation.

The meeting went into recess at 8:15 pm and reconvened at 8:20 pm.

Commissioner Bouza nominated Commissioner Bhatnagar as Chair.

Commissioner Bhatnagar requested to have the nomination withdrawn due to work obligations.

Commissioner Bhatnager nominated Commissioner Saleme as Chair. The motion passed.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, and Commissioner Saleme
4 -
Nay: Commissioner Huang, Commissioner Bouza, and Commissioner Crutchlow
3 -
Commissioner Biagini nominated Commissioner Bouza as Vice Chair

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -
Commissioner Huang nominated Commissioner Crutchlow as
Secretary.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -

CONSENT CALENDAR
A motion was made by Commissioner Saleme, seconded by
Commissioner Biagini to approve the consent calendar.

Commissioners Bhatnagar, Biagini and Crutchlow abstained from voting on Item 1.C.

1.A 24-588 Review of the Proposed FY 2024/25 and FY 2025/26 Biennial Capital Improvement Program Budget for Conformity with the City of Santa Clara 2010-2035 General Plan
Recommendation: Adopt a Resolution making findings on the conformity of the Proposed FY 2024-2025 and FY 2025-2026 Biennial Capital Improvement Program Budget with the 2010-2035 General Plan.

1.B 24-592 Planning Commission Meeting Minutes of May 22, 2024 Recommendation: Approve the Planning Commission Meeting Minutes of the May 22, 2024 Meeting
The meeting went into recess at 8:15 pm and reconvened at 8:20 pm.

A motion was made by Commissioner Saleme, seconded by
Commissioner Biagini to approve Item 1.B.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -

1.C 24-607 Planning Commission Meeting Minutes of May 24, 2023 Recommendation: Approve the Planning Commission Meeting Minutes of the May 24, 2023 Meeting
A motion was made by Commissioner Saleme, seconded by
Commissioner Biagini to approve Item 1.C.

Aye: Chair Cherukuru, Commissioner Huang, Commissioner Bouza, and Commissioner Saleme
4 -
Abstained: Vice Chair Bhatnagar, Commissioner Biagini, and Commissioner Crutchlow
3 -

PUBLIC HEARING

7. 24-614 Review of Planning Commission iPads
Recommendation: There is no staff recommendation.

Staff Aide II Elizabeth Elliott provided updates that IT has reviewed Commission iPads and that updated iPads are not needed at this time and a review can be made by IT in a year to reassess.

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REPORTS OF COMMISSION/BOARD LIAISON AND COMMITTEE:

1. Announcements/Other Items

2. Commissioner Travel and Training Reports, Requests to attend Trainings DIRECTOR OF COMMUNITY DEVELOPMENT REPORTS:

1. Planning Commission Budget Update

2. Upcoming Agenda Items

3. City Council Actions
ADJOURNMENT:

A motion was made by Chair Cherukuru to adjourn the meting. The meeting adjourned at 8:49 pm. The next regular meeting is on Wednesday, August 21, 2024.

Aye: Vice Chair Bhatnagar, Commissioner Biagini, Chair Cherukuru, Commissioner Huang, Commissioner Bouza, Commissioner Saleme, and Commissioner Crutchlow
7 -
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The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

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

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-746 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Action on Monthly Investment Report for June 2024

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
In compliance with the Charter of the City of Santa Clara and the adopted Investment Policy, the monthly investment report for June 2024 is submitted for your information.

DISCUSSION
Typically, the Monthly Financial Status Report and the Monthly Investment Report are presented together. For the month of June, however, the investment report is presented separately. Staff will bring forward an analysis of the General Fund revenues and expenditures and the City’s overall financial performance through June 30, 2024 at a later date as part of the FY 2023/24 Budgetary Year-End Report.

Monthly Investment Report (Attachment 1)
All securities held by the City of Santa Clara as of June 30, 2024 were in compliance with the City’s Investment Policy Statement in terms of current market strategy and long-term goals and objectives.

All securities held are rated “A” or higher by two nationally recognized rating agencies. There is adequate cash flow and maturity of investments to meet the City’s needs for the next six months.

The City’s investment strategy for June 2024 was to invest funds not required to meet current obligations in securities listed in the prevailing Investment Policy Statement. This strategy ensures safety of the City’s funds, provides liquidity to meet the City’s cash needs, and has a reasonable portfolio return of 3.35% in June.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(4) of Title 14 of the California Code of Regulations in that they are fiscal activities that do not involve any commitment to any specific project which may result in a potential significant physical impact on the environment.

FISCAL IMPACT
There is no fiscal impact associated with this report.

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

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24-746 Agenda Date: 8/27/2024

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

RECOMMENDATION
Note and file the Monthly Investment Report for June 2024 as presented.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Jovan D. Grogan, City Manager

ATTACHMENT

1. Monthly Investment Report - June 2024
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_____________________________________________________________________

MONTHLY INVESTMENT REPORT
June 2024
City of Santa Clara
Monthly Investment Report

TABLE OF CONTENTS
Page #
1 Summary of Investment Portfolio 1
2 Summary of Investments 5
3 Investment Maturity Distribution Schedule 6
4 Attachment A: Investment Inventory With Market Value 7 1 CITY OF SANTA CLARA

SUMMARY OF INVESTMENT PORTFOLIO
All securities held by the City of Santa Clara as of June 30, 2024 were in compliance with the City's Investment Policy Statement regarding current market strategy and long-term goals and objectives. All securities held are rated A or higher by two nationally recognized rating agencies. There is adequate cash flow and maturity of investments to meet the City’s needs for the next six months.

The following table provides the breakdown of the total portfolio among the City, the Sports and Open Space Authority (SOSA), and the Housing Authority (HA) as of June 30, 2024.

On June 30, 2024 the cost value and market value of the City's unrestricted pooled investment portfolio were $1,170,729,123 and $1,155,568,351 respectively.

Investment Strategy and Market Update
As expected, the Federal Reserve (Fed) left the target range for the federal funds rate unchanged at 5.25% to 5.50% at the June Federal Open Market Committee (FOMC) meeting. The Fed’s much-anticipated update to its Summary of Economic Projections showed just one quarter-point rate cut through the balance of 2024, two fewer than previously forecast. Chair Jerome Powell noted the revision reflected the slow progress on moving inflation towards the Fed’s 2% target. The labor market was also a focus, as recent economic releases showed it softening as it comes into better balance.

May’s inflation readings improved after several months of disappointingly high readings earlier in the year. The year-over-year (YoY) change in the Consumer Price Index (CPI) came in at 3.3%. Core CPI (which removes volatile food and energy components) came in at 3.4%, which is the smallest increase in over three years. The Personal Consumption Expenditures Index (PCE), the Fed’s preferred inflation gauge, showed a similar downward trend as Core PCE hit a three-year low of 2.6%.

The jobs report came in slightly above expectations as the nonfarm payrolls report showed 206,000 net new jobs created in June; however, this was accompanied by significant downward revisions to the April and May figures. The unemployment rate also ticked up to 4.1% from 4.0% while the YoY change in average hourly earnings fell to a three-year low of 3.9%. This points to a moderating labor market, which should support the Fed’s soft-landing goal.

Yields on benchmark 2-, 5-, and 10-year U.S. Treasuries ended the month at 4.76%, 4.38%, and 4.40%, respectively, representing changes of -11, -13, and -10 bps for the month, respectively.

COST VALUE PERCENTAGE
City $1,169,504,470 99.90%
SOSA 6,661 0.00%
HA 1,217,992 0.10%
Unrestricted $1,170,729,123 100.00%
Restricted Bond Proceeds 2,349,205
Total Investments $1,173,078,328
2 The City's investment strategy for June 2024 was to invest funds not required to meet current obligations, in securities listed in the prevailing Investment Policy Statement, with maturities not to exceed five years from date of purchase. This strategy ensures safety of the City’s funds, provides liquidity to meet the City’s cash needs, and earns a reasonable portfolio return. PFM Asset Management LLC began actively managing the City’s securities portfolio on September 1, 2020.

As of June 30, 2024, 42.16% of the City’s portfolio consists of U.S. Treasury Notes, 20.61% consists of California Asset Management Program (CAMP), 17.07% consists of investment grade Corporate Notes, 7.79% consists of Federal Agencies, 5.42% consists of investment grade Asset-Back Securities, 4.96% consists of investment grade Mortgage-Backed Securities, 1.26% consists of Negotiable Certificates of Deposit, and 0.51% consists of Local Agency Investment Fund (LAIF). In addition, City bond proceeds are invested in separate funds and are not included in the calculation of the City’s portfolio yield.

U.S. Treasury Notes

42.16%
Federal Agency Notes

7.79%
Corporate Notes

17.07%
Asset-Backed Securities

5.42%
Negotiable Certificates of
Deposit

1.26%
Mortgage-Backed Securities

4.96%
Money Market Fund

0.02% Local Agency Investment
Fund (LAIF)

0.51%
California Asset Management
Program (CAMP)

20.61%
Mutual Fund - Traffic Mitigation
Bond Proceeds

0.20%
3 The City’s securities portfolio is benchmarked against the ICE BAML 1-5 US Treasury Index.

3.35%

4.39%

4.54%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%
Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Mar-24 Jun-24 Securities Portfolio Yield at Cost vs Index 24-Month Average of Yield at Market Securities Portfolio (yield at cost) City's Benchmark Index (24-month rolling average market yield) BofA 1-5 AAA-A Corp & Gov't Index (24-month rolling average market yield) 4 The following table summarizes the investment yields other information of the City’s investment portfolio components, along with comparable-maturity market indices. Also shown are the monthly interest income and aggregate year-to-date income.

Current Month
6/30/2024
Investment Yield
Liquidity Portfolio1

5.35%
LAIF average monthly yield 4.48%
Securities Portfolio2

3.35%
ICE BAML 1-5 US Treasury Index (24-month rolling average market yield) 4.39% ICE BAML 1-5 AAA-A US Corporate & Government Index (24-month rolling average market yield) 4.54%
City Portfolio (Liquidity + Securities) 3.78%
Investment Total Return*
Securities Portfolio 0.66%
ICE BAML 1-5 US Treasury Index 0.70%
ICE BAML 1-5 AAA-A US Corporate & Government Index 0.68% Average Maturity of Investments (in years)
Liquidity Portfolio1

0.10 Securities Portfolio2

2.70 City Portfolio (Liquidity + Securities) 2.13
ICE BAML 1-5 US Treasury Index 2.77
ICE BAML 1-5 AAA-A US Corporate & Government Index 2.91 Cash Interest Income Current Month3
$ 1,723,344
Cash Interest Income Fiscal Year-To-Date3
$ 28,271,604

1. Consists of CAMP Pool, LAIF, Dreyfus Traffic Mitigation Fund, & Principal Sweep Account

2. Core long term portfolio managed by PFM Asset Management

3. Cash basis
* Total rate of return including earnings, distributions, and capital appreciation/depreciation of all portfolio assets 5 CITY OF SANTA CLARA
SUMMARY OF INVESTMENTS JUNE 30, 2024
PER
COST % OF INVESTMENT

INVESTMENT TYPE VALUE PORTFOLIO POLICY
U.S. Treasury Notes 494,594,020 42.16% No Limit
Federal Agency Notes 91,337,747 7.79% 80%
Corporate Notes 200,419,060 17.07% 25%
Asset-Backed Securities 63,535,303 5.42% 10%
Negotiable Certificates of Deposit 14,770,000 1.26% 30% Mortgage-Backed Securities 58,207,025 4.96% 15%
Money Market Fund 211,384 0.02% 10% Per Fund
Local Agency Investment Fund (LAIF) 5,934,524 0.51% $75 M California Asset Management Program (CAMP) 241,720,060 20.61% No Limit Mutual Fund - Traffic Mitigation Bond Proceeds 2,349,205 0.20% 10% Per Fund TOTAL INVESTMENTS $ 1,173,078,328 100.00%

6 INVESTMENT MATURITY DISTRIBUTION
AS OF JUNE 30, 2024

UNRESTRICTED POOLED PORTFOLIO

MATURITY NUMBER OF
(IN MONTHS) COST VALUE INVESTMENTS DISTRIBUTION
DEMAND $207,865,967 3 17.76%
0 TO 6 75,979,816 9 6.49%
7 TO 12 124,203,992 19 10.61%
13 TO 18 82,074,806 21 7.01%
19 TO 24 94,128,094 20 8.04%
25 TO 30 65,656,251 11 5.61%
31 TO 36 81,983,132 16 7.00%
37 TO 42 105,037,295 12 8.97%
43 TO 48 142,903,824 24 12.21%
49 TO 54 124,595,997 25 10.64%
55 TO 60 66,299,949 13 5.66%
TOTAL $1,170,729,123 173 100.00%
Average Maturity of Unrestricted Pool: 2.13 Years
(a) $20 million is earmarked for the City's Electric Utility power-trading. 0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
22%
24%

INVESTMENT MATURITY DISTRIBUTION

UNRESTRICTED POOLED PORTFOLIO
AS OF JUNE 30, 2024
City of Santa Clara Monthly Report
6/30/2024
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L UNITED STATES TREASURY 10/31/2017 2.250% 10/31/2024 9128283D0 2,785,000.00 AA+ 11/18/2019 2,865,939.06 1.64% 2,756,203.10 -109,735.96 UNITED STATES TREASURY 11/30/2017 2.125% 11/30/2024 9128283J7 5,000,000.00 AA+ 1/6/2020 5,118,945.31 1.62% 4,935,800.00 -183,145.31 UNITED STATES TREASURY 1/2/2018 2.250% 12/31/2024 9128283P3 10,000,000.00 AA+ 1/7/2020 10,300,781.25 1.62% 9,849,800.00 -450,981.25 UNITED STATES TREASURY 1/15/2022 1.125% 1/15/2025 91282CDS7 2,095,000.00 AA+ 4/12/2022 2,007,026.37 2.71% 2,048,910.00 41,883.63 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 5,000,000.00 AA+ 4/22/2020 5,238,671.88 0.37% 4,888,000.00 -350,671.88 UNITED STATES TREASURY 1/31/2020 1.375% 1/31/2025 912828Z52 1,950,000.00 AA+ 5/7/2021 2,013,146.48 0.50% 1,906,320.00 -106,826.48 UNITED STATES TREASURY 2/28/2018 2.750% 2/28/2025 9128283Z1 6,200,000.00 AA+ 3/6/2020 6,850,757.82 0.61% 6,099,312.00 -751,445.82 UNITED STATES TREASURY 7/31/2018 2.875% 7/31/2025 912828Y79 2,750,000.00 AA+ 6/13/2024 2,686,728.52 4.99% 2,686,612.50 -116.02 UNITED STATES TREASURY 8/31/2020 0.250% 8/31/2025 91282CAJ0 4,120,000.00 AA+ 8/2/2021 4,075,581.25 0.52% 3,898,055.60 -177,525.65 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5,510,000.00 AA+ 6/7/2022 5,024,216.04 3.00% 5,178,353.10 154,137.06 UNITED STATES TREASURY 10/31/2020 0.250% 10/31/2025 91282CAT8 5,400,000.00 AA+ 10/7/2021 5,285,882.81 0.78% 5,074,974.00 -210,908.81 UNITED STATES TREASURY 11/30/2020 0.375% 11/30/2025 91282CAZ4 4,450,000.00 AA+ 11/4/2021 4,327,625.00 1.07% 4,174,812.00 -152,813.00 UNITED STATES TREASURY 12/31/2020 0.375% 12/31/2025 91282CBC4 3,820,000.00 AA+ 5/3/2021 3,751,956.25 0.76% 3,572,464.00 -179,492.25 UNITED STATES TREASURY 1/31/2019 2.625% 1/31/2026 9128286A3 10,490,000.00 AA+ 10/5/2023 9,948,699.61 5.01% 10,131,451.80 182,752.19 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8,710,000.00 AA+ 5/3/2022 7,905,345.70 3.00% 8,117,632.90 212,287.20 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 7,735,000.00 AA+ 2/25/2022 7,305,949.22 1.84% 7,208,942.65 -97,006.57 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 4,050,000.00 AA+ 1/6/2022 3,906,351.56 1.27% 3,774,559.50 -131,792.06 UNITED STATES TREASURY 1/31/2021 0.375% 1/31/2026 91282CBH3 8,025,000.00 AA+ 11/30/2021 7,817,478.52 1.01% 7,479,219.75 -338,258.77 UNITED STATES TREASURY 2/15/2023 4.000% 2/15/2026 91282CGL9 5,300,000.00 AA+ 12/18/2023 5,260,250.00 4.37% 5,228,344.00 -31,906.00 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 5,175,000.00 AA+ 12/7/2021 5,067,214.15 1.15% 4,818,804.75 -248,409.40 UNITED STATES TREASURY 2/28/2021 0.500% 2/28/2026 91282CBQ3 3,575,000.00 AA+ 8/31/2021 3,542,880.86 0.70% 3,328,932.75 -213,948.11 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 9,250,000.00 AA+ 6/8/2022 8,477,480.47 2.99% 8,578,265.00 100,784.53 UNITED STATES TREASURY 5/31/2021 0.750% 5/31/2026 91282CCF6 5,860,000.00 AA+ 3/21/2022 5,520,989.84 2.20% 5,434,446.80 -86,543.04 UNITED STATES TREASURY 8/15/2016 1.500% 8/15/2026 9128282A7 5,350,000.00 AA+ 8/15/2022 5,033,388.67 3.08% 5,006,423.00 -26,965.67 UNITED STATES TREASURY 9/15/2023 4.625% 9/15/2026 91282CHY0 10,000,000.00 AA+ 10/3/2023 9,930,468.75 4.88% 9,986,700.00 56,231.25 UNITED STATES TREASURY 9/30/2021 0.875% 9/30/2026 91282CCZ2 8,500,000.00 AA+ 4/5/2022 7,878,769.53 2.61% 7,822,975.00 -55,794.53 UNITED STATES TREASURY 10/31/2021 1.125% 10/31/2026 91282CDG3 5,700,000.00 AA+ 8/8/2022 5,267,601.56 3.05% 5,260,245.00 -7,356.56 UNITED STATES TREASURY 11/15/2016 2.000% 11/15/2026 912828U24 8,840,000.00 AA+ 6/8/2022 8,472,242.19 3.01% 8,318,616.80 -153,625.39 UNITED STATES TREASURY 12/31/2021 1.250% 12/31/2026 91282CDQ1 5,340,000.00 AA+ 4/14/2022 5,000,617.97 2.69% 4,922,625.60 -77,992.37 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 7,910,000.00 AA+ 7/7/2022 7,705,452.34 2.85% 7,457,310.70 -248,141.64 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 5,400,000.00 AA+ 6/13/2022 5,159,109.38 3.29% 5,090,958.00 -68,151.38 UNITED STATES TREASURY 2/15/2017 2.250% 2/15/2027 912828V98 2,100,000.00 AA+ 4/20/2022 2,040,691.41 2.88% 1,979,817.00 -60,874.41 UNITED STATES TREASURY 3/31/2022 2.500% 3/31/2027 91282CEF4 940,000.00 AA+ 11/30/2022 883,159.38 4.03% 890,979.00 7,819.62 UNITED STATES TREASURY 4/30/2020 0.500% 4/30/2027 912828ZN3 7,000,000.00 AA+ 8/3/2022 6,262,812.50 2.89% 6,255,970.00 -6,842.50 UNITED STATES TREASURY 5/15/2017 2.375% 5/15/2027 912828X88 5,400,000.00 AA+ 8/8/2022 5,248,546.88 3.01% 5,085,720.00 -162,826.88 UNITED STATES TREASURY 6/30/2020 0.500% 6/30/2027 912828ZV5 5,675,000.00 AA+ 8/15/2022 5,034,789.06 3.00% 5,042,578.00 7,788.94 UNITED STATES TREASURY 7/31/2022 2.750% 7/31/2027 91282CFB2 10,800,000.00 AA+ 9/14/2022 10,392,046.88 3.60% 10,254,924.00 -137,122.88 UNITED STATES TREASURY 8/15/1997 6.375% 8/15/2027 912810FA1 9,390,000.00 AA+ 10/5/2023 9,913,052.34 4.78% 9,904,290.30 -8,762.04 UNITED STATES TREASURY 8/15/2017 2.250% 8/15/2027 9128282R0 11,115,000.00 AA+ 9/6/2022 10,537,975.20 3.40% 10,385,189.10 -152,786.10 UNITED STATES TREASURY 9/30/2022 4.125% 9/30/2027 91282CFM8 3,785,000.00 AA+ 11/3/2022 3,760,308.79 4.27% 3,742,115.95 -18,192.84 UNITED STATES TREASURY 10/31/2020 0.500% 10/31/2027 91282CAU5 21,480,000.00 AA+ 1/6/2023 18,292,401.56 3.91% 18,854,499.60 562,098.04 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 10,930,000.00 AA+ 12/8/2022 11,081,995.31 3.81% 10,807,474.70 -274,520.61 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 4,750,000.00 AA+ 1/31/2023 4,833,310.55 3.72% 4,696,752.50 -136,558.05 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU0 5,100,000.00 AA+ 12/13/2022 5,165,343.75 3.83% 5,042,829.00 -122,514.75 UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 8,255,000.00 AA+ 1/31/2023 8,320,459.57 3.70% 8,096,669.10 -223,790.47 UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 7,325,000.00 AA+ 2/8/2023 7,333,583.98 3.85% 7,184,506.50 -149,077.48 7/11/2024 11:16 AM 1 of 5
Attachment A
City of Santa Clara Monthly Report
6/30/2024
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L UNITED STATES TREASURY 12/31/2022 3.875% 12/31/2027 91282CGC9 4,850,000.00 AA+ 2/2/2023 4,906,078.13 3.62% 4,756,977.00 -149,101.13 UNITED STATES TREASURY 1/31/2021 0.750% 1/31/2028 91282CBJ9 5,815,000.00 AA+ 2/7/2023 5,009,758.79 3.83% 5,105,860.75 96,101.96 UNITED STATES TREASURY 1/31/2023 3.500% 1/31/2028 91282CGH8 7,505,000.00 AA+ 5/16/2023 7,508,517.97 3.49% 7,268,442.40 -240,075.57 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 8,080,000.00 AA+ 1/26/2024 8,063,587.50 4.05% 7,956,941.60 -106,645.90 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 7,360,000.00 AA+ 5/16/2023 7,532,500.00 3.46% 7,247,907.20 -284,592.80 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 6,600,000.00 AA+ 3/7/2023 6,526,781.25 4.25% 6,499,482.00 -27,299.25 UNITED STATES TREASURY 3/31/2021 1.250% 3/31/2028 91282CBS9 5,820,000.00 AA+ 5/9/2023 5,236,408.59 3.50% 5,183,233.80 -53,174.79 UNITED STATES TREASURY 3/31/2021 1.250% 3/31/2028 91282CBS9 5,470,000.00 AA+ 5/10/2023 4,912,530.08 3.54% 4,871,527.30 -41,002.78 UNITED STATES TREASURY 3/31/2023 3.625% 3/31/2028 91282CGT2 5,765,000.00 AA+ 5/4/2023 5,816,569.73 3.42% 5,602,888.20 -213,681.53 UNITED STATES TREASURY 3/31/2023 3.625% 3/31/2028 91282CGT2 5,030,000.00 AA+ 5/2/2023 5,023,712.50 3.65% 4,888,556.40 -135,156.10 UNITED STATES TREASURY 4/30/2023 3.500% 4/30/2028 91282CHA2 5,075,000.00 AA+ 5/2/2023 5,042,488.28 3.64% 4,908,895.25 -133,593.03 UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 11,735,000.00 AA+ 6/5/2023 11,695,577.73 3.70% 11,400,787.20 -294,790.53 UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 8,285,000.00 AA+ 1/26/2024 8,149,074.22 4.04% 8,049,043.20 -100,031.02 UNITED STATES TREASURY 6/30/2023 4.000% 6/30/2028 91282CHK0 11,300,000.00 AA+ 7/10/2023 11,117,699.22 4.36% 11,128,353.00 10,653.78 UNITED STATES TREASURY 6/30/2023 4.000% 6/30/2028 91282CHK0 1,700,000.00 AA+ 7/3/2023 1,687,183.59 4.17% 1,674,177.00 -13,006.59 UNITED STATES TREASURY 7/31/2023 4.125% 7/31/2028 91282CHQ7 4,950,000.00 AA+ 8/2/2023 4,921,962.89 4.25% 4,897,579.50 -24,383.39 UNITED STATES TREASURY 8/31/2023 4.375% 8/31/2028 91282CHX2 7,940,000.00 AA+ 1/26/2024 8,054,137.50 4.03% 7,930,710.20 -123,427.30 UNITED STATES TREASURY 8/31/2023 4.375% 8/31/2028 91282CHX2 1,735,000.00 AA+ 8/31/2023 1,742,726.17 4.28% 1,732,970.05 -9,756.12 UNITED STATES TREASURY 10/31/2023 4.875% 10/31/2028 91282CJF9 5,900,000.00 AA+ 1/4/2024 6,140,839.84 3.94% 6,010,153.00 -130,686.84 UNITED STATES TREASURY 10/31/2023 4.875% 10/31/2028 91282CJF9 5,160,000.00 AA+ 1/8/2024 5,355,717.19 4.00% 5,256,337.20 -99,379.99 UNITED STATES TREASURY 11/30/2023 4.375% 11/30/2028 91282CJN2 8,025,000.00 AA+ 1/26/2024 8,150,704.10 4.02% 8,023,716.00 -126,988.10 UNITED STATES TREASURY 12/31/2023 3.750% 12/31/2028 91282CJR3 14,950,000.00 AA+ 1/19/2024 14,770,132.81 4.02% 14,568,027.50 -202,105.31 UNITED STATES TREASURY 12/31/2023 3.750% 12/31/2028 91282CJR3 6,250,000.00 AA+ 1/4/2024 6,202,148.44 3.92% 6,090,312.50 -111,835.94 UNITED STATES TREASURY 1/31/2024 4.000% 1/31/2029 91282CJW2 6,400,000.00 AA+ 2/13/2024 6,367,750.00 4.11% 6,301,504.00 -66,246.00 UNITED STATES TREASURY 1/31/2024 4.000% 1/31/2029 91282CJW2 5,030,000.00 AA+ 2/14/2024 4,968,107.42 4.28% 4,952,588.30 -15,519.12 UNITED STATES TREASURY 2/29/2024 4.250% 2/28/2029 91282CKD2 2,850,000.00 AA+ 3/7/2024 2,867,923.83 4.11% 2,837,203.50 -30,720.33 UNITED STATES TREASURY 3/31/2022 2.375% 3/31/2029 91282CEE7 8,450,000.00 AA+ 5/3/2024 7,630,416.02 4.60% 7,730,144.50 99,728.48 UNITED STATES TREASURY 3/31/2024 4.125% 3/31/2029 91282CKG5 10,050,000.00 AA+ 4/11/2024 9,938,900.39 4.37% 9,947,590.50 8,690.11 UNITED STATES TREASURY 4/30/2024 4.625% 4/30/2029 91282CKP5 16,425,000.00 AA+ 4/30/2024 16,412,167.97 4.64% 16,613,559.00 201,391.03 UNITED STATES TREASURY 5/31/2024 4.500% 5/31/2029 91282CKT7 4,950,000.00 AA+ 6/7/2024 4,993,892.58 4.30% 4,983,660.00 -10,232.58 U.S. Treasury Bond / Note Subtotal 507,790,000.00 494,594,020.25 487,679,513.10 -6,914,507.15 FANNIE MAE 1/10/2020 1.625% 1/7/2025 3135G0X24 7,500,000.00 AA+ 1/22/2020 7,499,025.00 1.63% 7,360,050.00 -138,975.00 FANNIE MAE 4/24/2020 0.625% 4/22/2025 3135G03U5 10,000,000.00 AA+ 5/7/2020 10,050,600.00 0.52% 9,642,600.00 -408,000.00 FANNIE MAE 11/12/2020 0.500% 11/7/2025 3135G06G3 1,860,000.00 AA+ 12/29/2020 1,864,929.00 0.44% 1,752,585.00 -112,344.00 FNMA Medium Term Note Subtotal 19,360,000.00 19,414,554.00 18,755,235.00 -659,319.00 FEDERAL FARM CREDIT BANKS 11/1/2019 1.650% 11/1/2024 3133EK4Y9 5,000,000.00 AA+ 11/8/2019 4,962,850.00 1.81% 4,935,600.00 -27,250.00 FEDERAL FARM CREDIT BANKS 1/23/2020 1.650% 1/23/2025 3133ELJM7 7,320,000.00 AA+ 5/18/2020 7,689,367.20 0.56% 7,176,674.40 -512,692.80 FEDERAL FARM CREDIT BANKS 5/14/2020 0.500% 5/14/2025 3133ELZM9 10,000,000.00 AA+ 5/15/2020 9,982,800.00 0.53% 9,603,400.00 -379,400.00 FEDERAL FARM CREDIT BANKS 6/9/2020 0.500% 6/9/2025 3133ELH23 10,000,000.00 AA+ 6/12/2020 9,997,540.00 0.50% 9,572,600.00 -424,940.00 FFCB Medium Term Note Subtotal 32,320,000.00 32,632,557.20 31,288,274.40 -1,344,282.80 FEDERAL FARM CREDIT BANKS 7/2/2020 0.500% 7/2/2025 3133ELR71 10,000,000.00 AA+ 7/14/2020 10,017,640.00 0.46% 9,534,000.00 -483,640.00 FFCB Coupon Note Subtotal 10,000,000.00 10,017,640.00 9,534,000.00 -483,640.00 7/11/2024 11:16 AM 2 of 5
Attachment A
City of Santa Clara Monthly Report
6/30/2024
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L FEDERAL HOME LOAN BANKS 11/6/2014 2.750% 12/13/2024 3130A3GE8 5,000,000.00 AA+ 3/12/2020 5,461,300.00 0.77% 4,940,800.00 -520,500.00 FHLB Medium Term Note Subtotal 5,000,000.00 5,461,300.00 4,940,800.00 -520,500.00 FREDDIE MAC 2/14/2020 1.500% 2/12/2025 3137EAEP0 5,000,000.00 AA+ 5/20/2020 5,226,960.00 0.53% 4,884,950.00 -342,010.00 FREDDIE MAC 8/30/2022 4.050% 8/28/2025 3134GXS54 5,000,000.00 AA+ 8/30/2022 4,998,000.00 4.06% 4,945,600.00 -52,400.00 FREDDIE MAC 9/25/2020 0.375% 9/23/2025 3137EAEX3 9,390,000.00 AA+ 9/25/2020 9,361,736.10 0.44% 8,874,676.80 -487,059.30 FREDDIE MAC 10/10/2023 6.000% 10/10/2028 3134H1FT5 4,225,000.00 AA+ 10/10/2023 4,225,000.00 6.00% 4,223,732.50 -1,267.50 FHLMC Medium Term Note Subtotal 23,615,000.00 23,811,696.10 22,928,959.30 -882,736.80 FANNIEMAE-ACES 7/1/2023 4.190% 7/1/2028 3136BQDE6 8,750,000.00 AA+ 11/30/2023 8,410,595.70 5.14% 8,572,593.75 161,998.05 FANNIEMAE-ACES 7/1/2023 4.190% 7/1/2028 3136BQDE6 7,600,000.00 AA+ 7/31/2023 7,471,156.25 4.58% 7,445,910.00 -25,246.25

FHLMC MULTIFAMILY
STRUCTURED P 1/30/2017 3.347% 11/1/2026 3137BTUM1 5,283,497.72 AA+ 5/24/2023 5,120,865.06 4.31% 5,079,290.53 -41,574.53

FHLMC MULTIFAMILY
STRUCTURED P 5/15/2017 3.224% 3/1/2027 3137BXQY1 8,000,000.00 AA+ 8/18/2023 7,546,250.00 4.98% 7,658,320.00 112,070.00

FHLMC MULTIFAMILY
STRUCTURED P 7/1/2017 3.243% 4/1/2027 3137F1G44 4,545,000.00 AA+ 8/18/2023 4,285,260.35 4.97% 4,344,747.30 59,486.95

FHLMC MULTIFAMILY
STRUCTURED P 8/1/2017 3.117% 6/1/2027 3137F2LJ3 6,525,000.00 AA+ 8/22/2023 6,101,894.53 5.01% 6,207,754.50 105,859.97

FHLMC MULTIFAMILY
STRUCTURED P 7/1/2023 4.819% 6/1/2028 3137HACX2 7,500,000.00 AA+ 7/20/2023 7,574,910.00 4.59% 7,487,850.00 -87,060.00

FHLMC MULTIFAMILY
STRUCTURED P 7/1/2023 4.777% 6/1/2028 3137HAD45 6,072,376.51 AA+ 7/27/2023 6,072,224.70 4.78% 6,015,356.89 -56,867.81

FHLMC MULTIFAMILY
STRUCTURED P 10/1/2023 4.740% 8/1/2028 3137HAQ74 5,750,000.00 AA+ 10/19/2023 5,623,868.00 5.26% 5,713,660.00 89,792.00 Federal Agency Commercial
Mortgage-Backed Security Subtotal 60,025,874.23 58,207,024.59 58,525,482.97 318,458.38 3M COMPANY 3/27/2020 2.650% 4/15/2025 88579YBM2 2,560,000.00 BBB+ 4/25/2022 2,511,616.00 3.32% 2,502,118.40 -9,497.60 ADOBE INC 1/26/2015 3.250% 2/1/2025 00724FAC5 4,000,000.00 A+ 1/26/2022 4,183,680.00 1.68% 3,947,360.00 -236,320.00 ADOBE INC 4/4/2024 4.800% 4/4/2029 00724PAF6 1,635,000.00 A+ 4/4/2024 1,632,563.85 4.83% 1,636,749.45 4,185.60 ADOBE INC 4/4/2024 4.800% 4/4/2029 00724PAF6 1,340,000.00 A+ 4/4/2024 1,337,762.20 4.84% 1,341,433.80 3,671.60 ALPHABET INC 8/9/2016 1.998% 8/15/2026 02079KAC1 5,740,000.00 AA+ 1/30/2023 5,354,386.80 4.05% 5,406,276.40 51,889.60 AMAZON.COM INC 4/13/2022 3.300% 4/13/2027 023135CF1 6,715,000.00 AA 4/25/2022 6,672,964.10 3.44% 6,439,282.10 -233,682.00 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/29/2021 5,355,200.00 0.84% 4,930,750.00 -424,450.00 APPLE INC 11/13/2017 2.750% 1/13/2025 037833DF4 5,000,000.00 AA+ 3/9/2021 5,340,100.00 0.94% 4,930,750.00 -409,350.00 BANK OF AMERICA CORP 3/22/2022 3.384% 4/2/2026 06051GKM0 5,000,000.00 A- 3/22/2022 5,005,100.00 3.36% 4,910,450.00 -94,650.00 BANK OF AMERICA CORP 8/18/2023 5.526% 8/18/2026 06428CAA2 4,000,000.00 A+ 8/18/2023 3,998,360.00 5.54% 4,028,400.00 30,040.00 BANK OF AMERICA CORP 4/22/2021 1.734% 7/22/2027 06051GJS9 1,420,000.00 A- 8/10/2022 1,281,251.80 3.92% 1,316,240.60 34,988.80 BANK OF NY MELLON CORP 1/28/2021 0.750% 1/28/2026 06406RAQ0 9,000,000.00 A 2/10/2021 9,025,920.00 0.69% 8,396,820.00 -629,100.00 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,085,352.00 3.50% 3,976,180.20 -109,171.80 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,086,055.80 3.50% 3,976,180.20 -109,875.60 BLACKROCK INC 3/14/2024 4.700% 3/14/2029 09290DAA9 2,924,000.00 AA- 4/11/2024 2,911,222.12 4.80% 2,911,339.08 116.96 BLACKROCK INC 3/14/2024 4.700% 3/14/2029 09290DAA9 350,000.00 AA- 3/14/2024 349,366.50 4.74% 348,484.50 -882.00 BRISTOL-MYERS SQUIBB CO 11/13/2020 0.750% 11/13/2025 110122DN5 5,725,000.00 A 6/30/2021 5,672,673.50 0.96% 5,387,625.75 -285,047.75 CITIGROUP INC 9/29/2023 5.803% 9/29/2028 17325FBB3 11,225,000.00 A+ 9/29/2023 11,225,000.00 5.80% 11,532,116.00 307,116.00 ELI LILLY & CO 3/5/2015 2.750% 6/1/2025 532457BH0 5,415,000.00 A+ 2/10/2022 5,559,255.60 1.91% 5,290,509.15 -268,746.45 7/11/2024 11:16 AM 3 of 5
Attachment A
City of Santa Clara Monthly Report
6/30/2024
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L HERSHEY COMPANY 8/21/2015 3.200% 8/21/2025 427866AU2 3,000,000.00 A 3/30/2022 3,014,040.00 3.05% 2,935,440.00 -78,600.00 HOME DEPOT INC 9/14/2017 2.800% 9/14/2027 437076BT8 7,805,000.00 A 1/27/2023 7,364,719.95 4.15% 7,309,226.40 -55,493.55 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 5,000,000.00 A 9/8/2021 5,097,900.00 0.82% 4,821,650.00 -276,250.00 HONEYWELL INTERNATIONAL 5/18/2020 1.350% 6/1/2025 438516CB0 2,255,000.00 A 3/22/2022 2,181,960.55 2.41% 2,174,564.15 -7,396.40 JOHN DEERE CAPITAL CORP 6/17/2021 1.050% 6/17/2026 24422EVR7 5,000,000.00 A 12/8/2021 4,908,600.00 1.47% 4,631,350.00 -277,250.00 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/2028 24422EXB0 605,000.00 A 7/18/2023 610,874.55 4.73% 605,635.25 -5,239.30 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/2028 24422EXB0 505,000.00 A 7/14/2023 504,247.55 4.98% 505,530.25 1,282.70 JOHNSON & JOHNSON 8/25/2020 0.550% 9/1/2025 478160CN2 5,000,000.00 AAA 9/3/2020 5,023,550.00 0.45% 4,747,300.00 -276,250.00 JPMORGAN CHASE & CO 8/10/2021 0.768% 8/9/2025 46647PCM6 2,340,000.00 A- 8/10/2021 2,340,000.00 0.77% 2,327,200.20 -12,799.80 JPMORGAN CHASE & CO 3/13/2020 2.005% 3/13/2026 46647PBH8 2,800,000.00 A- 3/22/2022 2,712,500.00 2.84% 2,727,508.00 15,008.00 JPMORGAN CHASE & CO 4/22/2021 1.578% 4/22/2027 46647PCB0 4,100,000.00 A- 8/10/2022 3,710,746.00 3.80% 3,826,161.00 115,415.00 JPMORGAN CHASE & CO 2/24/2022 2.947% 2/24/2028 46647PCW4 2,925,000.00 A- 9/18/2023 2,674,532.25 5.13% 2,755,028.25 80,496.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000,000.00 A+ 3/9/2021 5,213,450.00 0.91% 4,890,250.00 -323,200.00 MASTERCARD INC 12/3/2019 2.000% 3/3/2025 57636QAN4 5,000,000.00 A+ 3/10/2022 4,990,800.00 2.06% 4,890,250.00 -100,550.00 MASTERCARD INC 5/31/2019 2.950% 6/1/2029 57636QAM6 7,500,000.00 A+ 6/27/2024 6,889,875.00 4.82% 6,892,875.00 3,000.00 MICROSOFT CORP 2/12/2015 2.700% 2/12/2025 594918BB9 5,000,000.00 AAA 3/9/2021 5,341,700.00 0.92% 4,917,900.00 -423,800.00 MICROSOFT CORP 11/3/2015 3.125% 11/3/2025 594918BJ2 5,100,000.00 AAA 1/25/2023 4,940,982.00 4.33% 4,973,571.00 32,589.00 MORGAN STANLEY 5/30/2024 5.504% 5/26/2028 61690U8B9 6,105,000.00 A+ 5/31/2024 6,117,881.55 5.44% 6,146,758.20 28,876.65 MORGAN STANLEY 5/30/2024 5.504% 5/26/2028 61690U8B9 3,145,000.00 A+ 5/30/2024 3,145,000.00 5.50% 3,166,511.80 21,511.80 NOVARTIS CAPITAL CORP 11/20/2015 3.000% 11/20/2025 66989HAJ7 10,000,000.00 AA- 1/31/2023 9,638,600.00 4.38% 9,727,000.00 88,400.00 QUALCOMM INC 5/20/2015 3.450% 5/20/2025 747525AF0 5,850,000.00 A 5/19/2022 5,860,588.50 3.39% 5,754,001.50 -106,587.00 STATE STREET BANK & TR 2/7/2022 1.746% 2/6/2026 857477BR3 1,115,000.00 A 2/7/2022 1,115,000.00 1.75% 1,087,938.95 -27,061.05 STATE STREET BANK & TR 10/29/2020 2.901% 3/30/2026 857477BM4 4,250,000.00 A 3/14/2022 4,275,372.50 2.74% 4,158,497.50 -116,875.00 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 4,595,000.00 A 2/1/2022 4,567,889.50 2.08% 4,276,107.00 -291,782.50 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM7 990,000.00 A 1/24/2022 988,317.00 1.99% 921,294.00 -67,023.00 TOYOTA MOTOR CREDIT CORP 9/11/2023 5.250% 9/11/2028 89236TLB9 5,600,000.00 A+ 9/11/2023 5,590,256.00 5.29% 5,664,064.00 73,808.00 WAL-MART STORES INC 6/27/2018 3.550% 6/26/2025 931142ED1 5,700,000.00 AA 2/8/2022 6,011,847.00 1.87% 5,606,349.00 -405,498.00 Corporate Note Subtotal 201,614,000.00 200,419,060.17 195,649,027.08 -4,770,033.09

AMERICAN EXPRESS CREDIT
ACCOUN 9/19/2023 5.230% 9/15/2028 02582JKD1 6,170,000.00 AAA 9/19/2023 6,169,724.20 5.23% 6,190,422.70 20,698.50

BANK OF AMERICA AUTO
TRUST 7/31/2023 5.530% 2/15/2028 06428AAC2 3,120,000.00 NR 7/31/2023 3,119,881.75 5.53% 3,126,364.80 6,483.05

BANK OF AMERICA AUTO
TRUST 11/21/2023 5.740% 6/15/2028 06054YAC1 6,595,000.00 NR 11/21/2023 6,594,880.63 5.74% 6,645,583.65 50,703.02

BANK OF AMERICA CREDIT
CARD TR 12/14/2023 4.980% 11/15/2028 05522RDH8 3,045,000.00 NR 12/14/2023 3,044,591.06 4.98% 3,042,777.15 -1,813.91 CARMAX AUTO OWNER TRUST 4/21/2021 0.520% 2/17/2026 14314QAC8 401,546.95 AAA 4/21/2021 401,460.42 0.52% 397,322.68 -4,137.74 CHASE ISSUANCE TRUST 1/31/2024 4.600% 1/15/2027 161571HV9 7,605,000.00 AAA 1/31/2024 7,603,841.76 4.61% 7,535,034.00 -68,807.76 CHASE ISSUANCE TRUST 9/15/2023 5.160% 9/15/2028 161571HT4 6,045,000.00 AAA 9/15/2023 6,043,324.33 5.17% 6,060,414.75 17,090.42

CITIBANK CREDIT CARD
ISSUANCE 12/11/2023 5.230% 12/8/2027 17305EGW9 1,855,000.00 AAA 12/11/2023 1,854,767.38 5.23% 1,853,163.55 -1,603.83

DISCOVER CARD EXECUTION
NOTE TRUST 9/27/2021 0.580% 9/15/2026 254683CP8 2,100,000.00 AAA 9/27/2021 2,099,550.39 0.58% 2,077,740.00 -21,810.39 FIFTH THIRD AUTO TRUST 8/23/2023 5.530% 8/15/2028 31680EAD3 5,270,000.00 AAA 8/23/2023 5,269,673.26 5.53% 5,283,333.10 13,659.84

GM FINANCIAL SECURITIZED
TERM 1/17/2024 4.850% 12/18/2028 36268GAD7 815,000.00 NR 1/17/2024 814,836.10 4.85% 810,052.95 -4,783.15 7/11/2024 11:16 AM 4 of 5
Attachment A
City of Santa Clara Monthly Report
6/30/2024
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L

HONDA AUTO RECEIVABLES
OWNER T 11/24/2021 0.880% 1/21/2026 43815GAC3 645,314.22 NR 11/24/2021 645,178.18 0.89% 632,182.08 -12,996.10

HONDA AUTO RECEIVABLES
OWNER T 8/22/2023 5.410% 2/18/2028 43815QAC1 4,825,000.00 AAA 8/22/2023 4,824,005.09 5.42% 4,837,303.75 13,298.66

HYUNDAI AUTO RECEIVABLES
TRUST 4/28/2021 0.380% 9/15/2025 44933LAC7 50,670.54 AAA 4/28/2021 50,665.21 0.38% 50,549.44 -115.77

HYUNDAI AUTO RECEIVABLES
TRUST 11/17/2021 0.740% 5/15/2026 44935FAD6 470,622.85 AAA 11/17/2021 470,517.81 0.75% 462,904.64 -7,613.17

HYUNDAI AUTO RECEIVABLES
TRUST 11/13/2023 5.540% 10/16/2028 44918CAD4 2,530,000.00 AAA 11/13/2023 2,529,667.31 5.54% 2,545,230.60 15,563.29

KUBOTA CREDIT OWNER
TRUST 7/26/2023 5.280% 1/18/2028 500945AC4 1,925,000.00 NR 7/26/2023 1,924,513.75 5.29% 1,925,808.50 1,294.75

TOYOTA AUTO RECEIVABLES
OWNERS 9/27/2021 0.430% 1/15/2026 89239BAC5 815,870.65 AAA 9/27/2021 815,805.63 0.43% 803,102.27 -12,703.36

TOYOTA AUTO RECEIVABLES
OWNERS 8/15/2023 5.160% 4/17/2028 89231FAD2 1,505,000.00 AAA 8/15/2023 1,504,659.57 5.17% 1,500,831.15 -3,828.42

TOYOTA AUTO RECEIVABLES
OWNERS 11/14/2023 5.540% 8/15/2028 89239FAD4 1,725,000.00 AAA 11/14/2023 1,724,814.05 5.54% 1,737,316.50 12,502.45 USAA AUTO OWNER TRUST 9/15/2023 5.580% 5/15/2028 90291VAC4 6,030,000.00 AAA 9/15/2023 6,028,944.75 5.58% 6,039,768.60 10,823.85 Asset-Backed Security Subtotal 63,544,025.21 63,535,302.63 63,557,206.86 21,904.23

COOPERATIEVE RABOBANK
U.A. 7/20/2023 5.080% 7/17/2026 21684LGS5 7,500,000.00 A+ 7/20/2023 7,500,000.00 5.08% 7,574,175.00 74,175.00 TORONTO DOMINION BANK NY 10/31/2022 5.470% 10/25/2024 89115B6F2 7,270,000.00 A 10/31/2022 7,270,000.00 5.44% 7,269,709.20 -290.80 Certificate of Deposit Subtotal 14,770,000.00 14,770,000.00 14,843,884.20 73,884.20

PRINCIPAL PUBLIC DEPOSIT
SWEEP PROGRAM 2.950% 7/1/2024 992995944 211,383.84 9/1/2020 211,383.84 211,383.84 -

LOCAL AGENCY INVESTMENT
FUND 4.332% 7/1/2024 5,934,523.78 9/30/1997 5,934,523.78 5,934,523.78 -

CALIFORNIA ASSET
MANAGEMENT PROGRAM 5.430% 7/1/2024 201,720,059.69 10/4/2022 201,720,059.69 201,720,059.69 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 5.220% 7/26/2024 10,000,000.00 1/25/2024 10,000,000.00 10,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 5.120% 8/23/2024 10,000,000.00 1/25/2024 10,000,000.00 10,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 5.120% 9/25/2024 10,000,000.00 1/25/2024 10,000,000.00 10,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 5.120% 10/21/2024 10,000,000.00 1/25/2024 10,000,000.00 10,000,000.00 - DREYFUS TREASURY 5.180% 7/1/2024 2,349,205.46 10/31/1997 2,349,205.46 2,349,205.46 - Cash Equivalent Subtotal 250,215,172.77 250,215,172.77 250,215,172.77 - Grand Total Count 175 1,188,254,072.21 1,173,078,327.71 1,157,917,555.68 (15,160,772.03) 7/11/2024 11:16 AM 5 of 5
Attachment A
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-683 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Action on Purchase Orders with Pivot Interiors, Inc. and Other Suppliers/Authorized Dealers for the Purchase of and Installation of Cubicles, Office Furniture and Related Products and Services at City Facilities

COUNCIL PILLAR
Manage Strategically Our Workplace Capacity and Resources

BACKGROUND
Silicon Valley Power (SVP) operates from several locations, including a leased facility at 881 Martin Avenue, the Electric Corporation Yard located at 1705 Martin Avenue, the Donald Von Raesfeld (DVR) power plant, City Hall, and other plant locations and substations. Due to significant growth at SVP, there is a need for additional cubicles, workstations, and office furniture. Layouts may need adjustments to improve productivity and employee ergonomics and new furniture may be required for tasks such as reviewing and storing engineering drawings or storing employee uniforms. In addition, SVP may need to acquire additional office space in the future.

DISCUSSION
The recommendations in this report to use cooperative purchasing agreements are made pursuant to City Code Section 2.105.270(c), which states that the City may, without observing formal bidding requirements, “contract with a vendor under a contract awarded using preestablished cooperative purchasing agreements, when such agreement resulted from a competitive bid process that meets or exceeds the City’s competitive bid process.” There are several cooperative purchasing organizations, such as OMNIA Partners, Sourcewell, and National Cooperative Purchasing Alliance (NCPA), which bring together cooperative purchasing contracts for government agencies by working with public lead agencies in conducting the competitive solicitation process, including evaluation and award. Cooperative purchasing agreements combine procurement requirements and purchasing power of several public agencies. The City benefits from these agreements through economies of scale based on aggregate spending and the convenience of a contract that has already been advertised and publicly competed.

As of the date of this report, staff have identified cooperative purchasing agreements with OMNIA Partners that were competitively solicited and awarded by public lead agencies, as listed in Table 1.

In accordance with section 2.105.270(c) of the City Code, the Purchasing Division Manager has determined that the competitive bid process resulting in the agreements with Miller Knoll and Workrite Ergonomics, LLC listed in Table 1 meet or exceed the City’s competitive bid process. Under these cooperative purchasing agreements, quotes, delivery, and/or any installation may be performed by the suppliers’ authorized representatives (dealer network). That is, Purchase Orders may be issued directly to the suppliers or their authorized dealers under the terms and conditions established City of Santa Clara Page 1 of 3 Printed on 8/23/2024
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24-683 Agenda Date: 8/27/2024
in the respective master agreements. In addition, the discounts off manufacturers’ list prices can vary. As such, staff evaluates the available cooperative purchasing agreements and determines the best value to the City. Pivot is an authorized local dealer for the MillerKnoll and Workrite Ergonomic products.

Table 1
Public Agency Supplier
(Pivot)
% Discount off
List Price
Term
City of Charlotte,
North Carolina /
Contract #
2020000622
MillerKnoll 35% - 68% 1/1/2020 - 12/31/2024
with options to renew
through 12/31/2026
Region 4 ESC -
Texas Contract #
R2210-05
Workrite
Ergonomics,
LLC
Up to 50% 01/01/2023 - 12/31/2025
with options to renew
through 12/31/2027
University of
California Contract
# 2019.001890
MillerKnoll 33% - 75% 5/28/2020 - 4/30/2027
with options to renew
through 4/30/2029
Staff has authorized Purchase Order(s) with Pivot Interiors, Inc. (Pivot) in the amount of $242,819 for the immediate purchase and installation of cubicles, office furniture and related products utilizing the cooperative purchasing agreements listed above and within the staff authorization level.

As mentioned above, there are several cooperative purchasing agreements that are available to the City. There are current needs for modified or new furniture at both SVP offices at 801 Martin Avenue (new cubicles and desk lifts) and SVP offices at the City’s yard (furnishing new lab/office spaces and modifying existing cubicles). In addition, approximately $100,000 is included for any other City needs (to be funded by other City-funds). Therefore, staff further requests approval to purchase additional cubicles, office furniture, and related products from Pivot and/or other suppliers through available cooperative purchasing agreements, subject to the review and approval of the Purchasing Division Manager to ensure that they comply with the City Code. The staff is requesting approval to issue Purchase Orders with a total aggregate maximum compensation of $600,000 to support anticipated needs. It is anticipated that a future City Council action will be needed for additional funds when SVP relocates to a new office space when its current lease expires in 2025.

Where applicable, the vendors will perform services subject to prevailing wage requirements.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15301 (Class 1 - Existing Facilities) of Title 14 of the California Code of Regulations as the proposed purchases involve interior alterations to existing structures.

FISCAL IMPACT
Funds are available in the Electric Utility Operating Fund budget for FY 2024/25. Funds for future years will be requested through the normal budget process.

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24-683 Agenda Date: 8/27/2024

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

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 of Title 14 of the California Code of Regulations;

2. Authorize the City Manager or designee to execute Purchase Orders and related documents with Pivot Interiors, Inc., other suppliers, and/or their authorized dealers for the purchase and installation of office cubicles and furniture under cooperative purchasing agreements with a total aggregate maximum compensation of $600,000, subject to (1) Purchasing Division Manager’s determination pursuant to Section 2.105.270(c) of the Santa Clara City Code, (2) the appropriation of funds, and (3) approval as to form by the City Attorney; and

3. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Purchase Orders in alignment with the associated cooperative purchase agreements.

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
24-1599 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Action Authorizing the City Manager to Negotiate and Execute Agreements for Processing and Landfill Disposal Services; and Yard Trimmings Composting Services

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

BACKGROUND
The City entered into an agreement for municipal solid waste disposal in 1989 with International Disposal Corporation of California (a wholly-owned subsidiary of Browning-Ferris Industries, Inc.).

The agreement was amended in 1998, which created a tipping fee for source-separated green waste (i.e. yard trimmings, which are now composted) and extended the term to December 31, 2024.

Republic Services purchased Browning-Ferris Inc. (BFI) in 1999 and currently operates the Newby Island Recyclery complex (Newby Island) which now includes a composting operation and material recovery facility (MRF) in addition to the landfill. Through this agreement, Republic Services provides disposal, processing, and composting services for the City at Newby Island which include:
· Composting of Yard trimmings collected by Mission Trail Waste Systems (MTWS) · Disposal of solid waste residue that remains after GreenWaste processes and composts organics
· Disposal of material collected by the City through the annual Cleanup Campaign (CUC) · Disposal/recycling of dirt, concrete, asphalt and debris collected through typical City operations including the CUC.

Since the agreement is expiring at the end of the year, the City must enter into new municipal solid waste landfill disposal and processing services (disposal services), and yard trimmings composting services (composting services) agreements to ensure continuity of services. The services provided under the disposal and composting agreements are for the composting of yard trimmings from the City’s collection of residential and commercial waste; and the processing and disposal of City materials and solid waste residue (not for the collection of garbage, yard waste or recycling from residents and businesses). The City elected to conduct two separate RFP processes because there was potential that some vendors may only be interested in submitting a proposal for disposal services, some for composting services, and others may submit on both solicitations. It is also important to note that through an existing mixed waste processing agreement with GreenWaste, the City already has a cost from GreenWaste for mixed waste processing residue disposal costs.

However, the City felt it was still prudent to get costs from everyone for this component of the Disposal Services RFP to see if there was an opportunity to obtain cheaper pricing. The City was City of Santa Clara Page 1 of 5 Printed on 8/23/2024
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24-1599 Agenda Date: 8/27/2024
upfront about this with proposers during the RFP process.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), the City conducted two formal Requests for Proposals (RFP) to obtain disposal services and composting services. The RFPs were published in February 2024 using the City’s e-procurement platform. Pursuant to the aforementioned City Code, the award recommendations for both RFPs were based on “best value” using the following criteria and weights:
· Proposal Responsiveness (pass/fail)
· Company Information, Experience & Qualifications, Financial Capability, and Violation History (30%)
· Technical Capability and Facility Documentation (30%) · Cost (40%)
A three-member evaluation committee comprised of staff from the Department of Public Works (DPW) and Silicon Valley Power (SVP) individually evaluated the proposals based on the criteria above. At the end of the evaluation process, the committee scored and ranked GreenWaste as the highest-ranked overall proposal for both service proposals. The following is a summary of GreenWaste’s key attributes:

GreenWaste has 39 years of experience, operates 13 facilities across northern California and serves over 50 communities, including San Jose, Palo Alto, Sunnyvale, Mountain View, Milpitas, and the County of Santa Clara. GreenWaste operates the Zanker Road Resource Recovery Facility which has an overall facility landfill diversion rate of 80 percent and is recognized as having one of the most technologically advanced construction and demolition (C&D) debris recovery operations in the country. The facility is the closest geographically to the City and operates six scales (four inbound and two outbound), which reduces travel time for collection vehicles between loads and minimizes wait times and the number of trucks needed. GreenWaste has received 14 Environmental, Social, and Governance (ESG) Awards since 2000. The company does not have any current or threatened legal action and has no claims against a performance bond or incidents of contractual default in the last 15 years. Additional information regarding the proposals submitted for each RFP is included below.

Disposal Services RFP
Proposals for disposal services were received from Zanker Road Resource Management, LLC (GreenWaste), Republic Services, Inc. (Republic) and Guadalupe Rubbish Disposal Co., Inc. (Guadalupe). Disposal services included mixed waste processing residue disposal, CUC waste disposal, and dirt, inert material, and C&D debris.

Mixed Waste Processing Residue Disposal
The per ton price for residue disposal is shown below for each proposer including the price included in the current GreenWaste Agreement. Although the City’s current mixed waste processing agreement contains a provision for GreenWaste to assume the responsibility of disposing of residue, the City specifically requested pricing for this service in the Disposal Services RFP. GreenWaste, Republic, and Guadalupe provided per-ton disposal pricing for the residue. The table below shows an annual cost estimate for residue disposal.

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24-1599 Agenda Date: 8/27/2024
Per ton price for
residue disposal
Tons of residue
for disposal
annually
Calculated
annual cost
GreenWaste (through current
agreement)
$39.53 24,530 $969,671
Guadalupe $55.50 24,530 $1,361,415
Republic $65.38 24,530 $1,603,771
GreenWaste (offered through
disposal services RFP)
$90.00 24,530 $2,207,700
The pricing under the City’s current agreement with GreenWaste to dispose of residue after mixed waste processing is the most cost-effective option for the City. Based on the results, the City will move forward with utilizing the current agreement with GreenWaste for mixed waste processing residue disposal.

CUC Waste
The City’s current rate at Republic to dispose of CUC waste is approximately $57 per ton.

GreenWaste proposed to provide CUC waste disposal for $75 per ton with no processing.

GreenWaste also proposed an option to process CUC waste to recover recyclable material for $85 per ton, which offers better value and reduces the amount of material disposed in a landfill. The CUC waste can be processed at the Zanker Resource Recovery Facility through a C&D processing system that utilizes a combination of robotics and hand sorters which has a 75 percent diversion rate for that particular line. Residue will be disposed of at the Marina Peninsula Landfill in Monterey County.

Less than 10 percent of material collected through the CUC is currently recycled and is collected separately by special appliance and tire crews. By processing co-mingled loads of incoming CUC waste, the number of special appliance and tire collection crews can be reduced, although some crews will still be needed to collect refrigerators and freezers separately because they contain freon that needs to be extracted prior to processing. The Zanker Resource Recovery Facility is the closest facility to Santa Clara and has sufficient scale house operations, therefore travel time will be minimized, and additional high-side dump trucks will not need to be added. The estimated annual disposal cost will increase from $342,000 to $510,000, however, it is estimated that a significant portion of this increase will be offset because collection costs should be reduced by over $100,000 each year with a corresponding reduction in the number of special appliance and tire crews.

Dirt, Inert Material and Construction and Demolition (C&D) Debris City departments transport debris generated through municipal operations to disposal facilities throughout the year. As incoming vehicles are entering the facility, scale house operators determine the classification of material with source separated inert material (i.e. asphalt concrete, cement concrete, etc.) that does not require processing to recycle. Under the current disposal agreement, the City pays between $35 - $57 per ton to dispose of dirt, inert, and C&D debris. Under the new agreement the City will pay between $17 - $85 per ton to dispose of these materials with GreenWaste, which in total is projected to cost approximately $400,000 per year.

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Yard Trimmings Composting Services RFP
Proposals for composting services were received from Zanker Road Resource Management, LLC (GreenWaste) and Republic Services, Inc. (Republic).

The City currently pays Republic approximately $49 per ton to compost yard trimmings at Newby Island Landfill. Staff anticipated about a 50 percent increase in the yard trimmings composting per ton cost because of extremely favorable pricing in the current disposal agreement. Under the new agreement, beginning January 1, 2025, the City will pay GreenWaste $68 per ton for composting services, which is an increase of $19 per ton (+39 percent). Notwithstanding, the increase is less than Staff had previously estimated and was factored into the rates that Council approved on June 4, 2024.

Disposal Services and Composting Services Agreement Terms Staff recommends entering into disposal and composting services agreements with GreenWaste for an initial term from January 1, 2025 through June 30, 2036. The agreements may also be extended for one additional five-year term at the City’s sole discretion by written amendments to the agreements. Both agreements provide for annual rate adjustments based on the Water and Sewer and Trash Collection Services Index published by the Bureau of Labor Statistics. The terms of both the disposal and composting services agreements align with the expiration dates contained in City’s current exclusive franchise collection agreement with MTWS and mixed processing services agreement with GreenWaste. The aligned expiration dates will provide flexibility in the future.

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
Beginning January 1, 2025, it is estimated that for the last half of FY 2024/25, the disposal services will cost an estimated $710,000 ($510,000 for CUC waste + $200,000 for municipal operations waste) and composting services will cost an estimated $323,000. Cost increases for disposal and composting services were anticipated by Staff and have been incorporated into garbage and yard trimmings charges and into the FY 2024/25 Solid Waste Fund operating budget.

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

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24-1599 Agenda Date: 8/27/2024

RECOMMENDATION

1. Approve and authorize the City Manager to negotiate and execute an agreement, including minor amendments, with Zanker Road Resource Management, LLC (GreenWaste) for processing and landfill disposal services for an initial term of January 1, 2025 through June 30, 2036, in a final form approved by the City Attorney;

2. Approve and authorize the City Manager to negotiate and execute an agreement, including minor amendments, with Zanker Road Resource Management, LLC (GreenWaste) for yard trimmings composting services for an initial term of January 1, 2025 through June 30, 2036, in a final form approved by the City attorney; and

3. Authorize the City Manager to negotiate and execute amendments to extend the term of each Agreement by five years ending on June 30, 2041 on the same economic terms, assuming one or both of the agreements are extended, in final forms approved by the City Attorney.

Reviewed by: Craig Mobeck, Director of Public Works
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Draft Disposal Agreement

2. Draft Composting Agreement
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Agreement with Zanker Road Resource Management, LLC Page 1 of 39 Rev. August 14, 2024
EBIX Insurance No. *S20000_____

AGREEMENT FOR DISPOSAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ZANKER ROAD RESOURCE MANAGEMENT, LLC]

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Zanker Road Resource Management, LLC, a California Limited Liability Corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. Enacted in 2016, Senate Bill (SB) 1383 establishes methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants; B. To ensure citywide compliance with SB 1383 by January 2025, City sought proposals from qualified contractors licensed to provide solid waste disposal services (Services) as more fully described at Exhibit A entitled, “Scope of Services,” and selected Contractor to perform the Services;
C. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services of the quality and type which meet the objectives and requirements of City; and,
The Parties have specified herein the terms and conditions under which such Services will be provided and paid for.

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services and Performance Schedule
Exhibit B – Compensation
Exhibit C – Insurance Requirements
Agreement with Zanker Road Resource Management, LLC Page 2 of 39 Rev. August 14, 2024
Exhibit D – Definitions
Exhibit E – Monthly Reporting
Exhibit F-1 – Ethical Standards
Exhibit F-2 – Affidavit of Compliance with Ethical Standards This Agreement, including the Exhibits set forth above, contains all the agreements, representations, and understandings of the Parties, and supersedes and replaces any previous agreements, representations, and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Initial Term. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment, the term of this Agreement shall begin on January 1, 2025 and shall continue for i) a period of eleven and a half (11.5) years, terminating on June 30, 2036, or (ii) the Disposal Facility’s End of Useful Life, whichever is earlier.

B. Renewal. After the Initial Term and only if the Disposal Facility has not reached its End of Useful Life, this Agreement may be extended by one additional five-year period (Extension Term), at City’s sole discretion, by written amendment to this Agreement. City will give Contractor written Notice of Intent to Extend no later than June 30, 2035. Contractor shall provide City with notice at least four years prior to the Disposal Facility’s End of Useful Life. The Initial Term and Extension Term shall be collectively referred herein as “Term.”
C. Facility Expansion and Right of First Refusal. If the Disposal Facility reaches its End of Useful Life during the Term of this Agreement but Contractor extends its useful life and increases its capacity through a facilities expansion, the Parties shall meet and confer on a term extension and tipping fee. Contractor grants City a right of first refusal for access to the increased capacity for the extended life of the Disposal Facility at a mutually agreed-upon tipping fee.

3. SCOPE OF SERVICES AND PERFORMANCE SCHEDULE
A. Scope of Processing Services.
i. Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A.

Agreement with Zanker Road Resource Management, LLC Page 3 of 39 Rev. August 14, 2024
B. Permits and Compliance.
i. Contractor will comply with all Permits, including any mitigation measures related to the operation and maintenance of its Facility.

Contractor is solely responsible for paying any fines or penalties imposed for noncompliance with or violation of Permits or failure to obtain Permits. Under no circumstances shall any provision of this Agreement obligate Contractor to violate any of its Permits. ii. Contractor shall maintain a Solid Waste Disposal Facility in compliance with the requirements of the California Department of Resources, Recycling, and Recovery (CalRecycle) throughout the Term of the Agreement. The Facility Permit must authorize Contractor to accept the types of Solid Waste generated by the City. Contractor must notify City before accepting any deliveries if there are any change in such status.
iii. Contractor shall maintain all required Permits from authorities having jurisdiction to operate a Solid Waste Disposal Facility.

Permits shall include but not be limited to CalRecycle, Local enforcement Agencies, Regional Water Quality Control Board, Air Quality Management District, and others, as appropriate. iv. Contractor shall demonstrate adequate financial responsibility sufficient to finance Contractor’s closure and post closure plan as submitted to state and local permit enforcement agencies.

C. Compliance with all Applicable Laws and Regulations.

Contractor shall comply with all federal, state, and local regulations in the performance of this Agreement.

D. Notification of Violations.

During the Term of this Agreement, Contractor shall provide a copy of any notices of violation that it, or its subcontractors, receives from any Regulatory Agency related to the operation of the Facility or the performance of the Services. Contractor shall provide the City a copy within three (3) business days of receiving the notices.

E. Right to Enter Facility and Observe Operations.

Given a 24 hour minimum notice to Facility Manager, the City designated representative(s) may enter, observe and inspect operational lines that process City Materials at the Facility during operating hours; conduct studies or surveys of the Facility; and meet with the Facility manager(s) or their representatives giving 24 hours minimum notice , provided that the City’s representative(s) comply with Contractor’s reasonable safety and Agreement with Zanker Road Resource Management, LLC Page 4 of 39 Rev. August 14, 2024
security policies and do not interfere with the work of the Contractor or its subcontractors. However, if the Facility manager(s) are not present at the Facility during a City’s designated representative(s) announced visit, Contractor may limit the visit of the City’s designated representative to the public areas of the Facility. In that event, Contractor will arrange for City’s designated representative(s) to return for a visit of the entire Facility within 24 hours of the City’s unannounced visit. Upon City direction, Contractor will provide an escort to accompany City employees on inspections.

Contractor will ensure that its employees cooperate with the City and respond to the City’s reasonable inquiries.

4. CONTRACTOR COMPENSATION
A.General.

The Contractor will perform all of its obligations, responsibilities and duties under this Agreement, including paying costs associated with obtaining and complying with all Permits, and operating the Facility in full compliance with Applicable Laws.

B.Disposal Rate and Annual Rate Adjustments.

The Contractor will be compensated on a per ton basis for Materials delivered by the Designated Hauler and accepted by Contractor for Processing and Disposal.

Exhibit B (Rates) provides the initial Rates by Material Type.

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

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

Agreement with Zanker Road Resource Management, LLC Page 5 of 39 Rev. August 14, 2024

7. FAITHFUL PERFORMANCE BOND
Contractor shall file with City a bond securing its faithful performance of its obligations under this Agreement within thirty (30) days of the date this Agreement is executed. The bond shall be in the amount of Two Million Dollars ($2,000,000) in a form acceptable to the City. The term of the bond shall be for five (5) years. It is the intention of this section that there be in full force and effect at all times a bond securing the Contractor’s faithful performance of the Agreement, throughout its Term. The performance bond shall be executed by a surety company licensed to do business in the State of California and acceptable to the City having an “A-” or better rating by A. M. Best or Standard and Poor’s and included on the list of surety companies approved by the Treasurer of the United States. Failure to provide this bond within the timeframe called for by this section shall constitute a default and grounds for immediate termination of this Agreement.

8. DEFAULT AND TERMINATION
A. Default and Remedies.

Each of the following shall constitute a default under this Agreement (a “Default”):
1) Fraud or deceit.
2) Failure to maintain insurance coverage described herein. 3) Violation of orders or filings of a regulatory body having a material impact on Contractor’s ability to perform its obligations as required by this Agreement.
4) Loss of any required operating “facility” permit (air, water, waste, etc.) 5) Failure to perform Services as required by this Agreement for two (2) or more consecutive days or for any seven (7) days in a 30-day period of 30 days.
6) Failure of Contractor to provide reports and/or records as provided for in this Agreement.
7) Any act or omission by Contractor which violates the terms of this Agreement.
8) Any false or misleading representations by Contractor. 9) Filing of a voluntary petition for debt relief.
10)Bankruptcy of Contractor.

Agreement with Zanker Road Resource Management, LLC Page 6 of 39 Rev. August 14, 2024
11)Failure to provide a performance bond within thirty (30) days of execution of this Agreement.

B. Termination.

Upon any Contractor default, City shall attempt to mediate dispute with Contractor as described in Section 27 (Mediation) of this Agreement. If a resolution is not met within the Mediation process the City may terminate or suspend this Agreement, in whole or in part. Such termination or suspension shall be effective thirty (30) days after City gives notice as provided in Section 20 (Notices), except that the Agreement may be terminated or suspended in a shorter time period or immediately if the Contractor’s default endangers the health, welfare and safety of the public. If Contractor fails to cure the Default within the timeframe shown in the Notice to terminate or suspend, the City may, at its option, terminate this Agreement.

C. Specific Performance.

By virtue of the nature of this Agreement, the urgency of timely, continuous and high-quality Services, the lead time required to effect alternative Services, and the rights granted by City to Contractor, the remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive relief.

D. Damages.

Contractor shall be liable to City for all direct, indirect, special and consequential damages arising out of Contractor’s default. This section is intended to be declarative of existing California law.

E. City’s Remedies Cumulative.

City’s rights to suspend or terminate the Agreement and to obtain specific performance are not exclusive, and City’s exercise of one such right shall not constitute an election of remedies. Instead, they shall be in addition to any and all other legal and equitable rights and remedies that City may have, including a legal action for damages or imposition of liquidated damages.

F. Liquidated Damages.

The Parties acknowledge that performance by Contractor is of utmost importance and City has considered and relied on Contractor’s representations as to its quality of service commitment in entering into this Agreement. The Parties further recognize that quantified standards of performance are necessary and appropriate to ensure consistent and reliable service. The Parties further recognize that if Contractor fails to perform, City and its residents will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of damages that City will suffer.

Therefore, the Parties agree that liquidated damages in the amount of $5,000 Agreement with Zanker Road Resource Management, LLC Page 7 of 39 Rev. August 14, 2024
per day represent a reasonable estimate of the amount of such damages considering all of the circumstances existing on the date of this Agreement, including the relationship of the sums to the range of harm to City that reasonably could be anticipated and recognition that proof of actual damages would be costly or inconvenient. By initialing the places provided, each Party specifically confirms the accuracy of the statements made above and the fact that each Party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made. Contractor agrees to pay (as liquidated damages and not as a penalty) the amount set forth.

Contractor Initial Here: City Initial Here:

City’s right to recover liquidated damages for Contractor’s failure to meet the service performance standards shall not preclude City from obtaining equitable relief for persistent failures to meet such standards nor from terminating the Agreement for such persistent failures.

9. FORCE MAJEURE
Contractor shall not be in default under this Agreement in the event, and for so long as, it is impossible or extremely impracticable for it to perform its obligations due to any of the following reasons: riots, wars, sabotage, civil disturbances, insurrection, explosion, natural disasters such as floods, earthquakes, landslides, fires, and volcanic eruptions, strikes, lockouts and other labor disturbances or other catastrophic events which are beyond the reasonable control of Contractor.

Labor unrest, including but not limited to strike, work stoppage or slowdown, sickout, picketing, or other concerted job action conducted by Contractor's employees or directed at Contractor is not an excuse from performance, provided, however, that labor unrest or job action directed at a third party over whom Contractor has no control, shall excuse performance.

Contractor must (i) have taken reasonable precautions to avoid being affected by the cause, and (ii) notify the other Party in writing within 5 days after the occurrence of the event specifying the nature of the event, the expected length of time that the party expects to be prevented from performing, and the steps which the party intends to take to restore its ability to perform.

10. CONTRACTOR’S REPRESENTATION AND WARRANTIES
A. Legal Status.

Contractor is a corporation or LLC organized and operating under the laws of the State of California
B. Authorization.

Agreement with Zanker Road Resource Management, LLC Page 8 of 39 Rev. August 14, 2024
Contractor represents and warrants that it has the authority to enter into and perform its obligations under this Agreement. The Contractor has taken all actions required by law to authorize the execution of this Agreement. The person signing this Agreement on behalf of Contractor has authority to do so.

C. Agreement Will Not Cause Breach.

To the best of Contractor's and City's knowledge, after reasonable investigation, neither the execution or delivery of this Agreement, nor the performance of this Agreement: (i) conflicts with, violates, or results in a breach of any applicable law; or (ii) conflicts with, violates, or results in a breach of any term or condition of any judgment, order or decree of any court, administrative agency, or other governmental authority, or any agreement or instrument to which Contractor or City is a party or by which Contractor or City or any of its properties or assets are bound, or constitutes a default thereunder
D. No Litigation.

To the best of Contractor's knowledge, after reasonable investigation, there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency, or instrumentality decided, pending, or threatened against Contractor wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect the performance by Contractor of its obligations hereunder or which, in any way, would adversely affect the validity or enforceability of this Agreement or which would have a material adverse effect on the financial condition of Contractor or any surety guaranteeing Contractor's performance under this Agreement, which has not been waived by the City in writing.

E. Ability to Perform.

Contractor possesses the business, professional and technical expertise to manage, handle, treat, store, process, materials, and possesses the equipment, plant, and employee resources required to perform this Agreement.

11. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. Contractor shall not assign or transfer its obligations under this Agreement without the prior written approval of City.

Contractor shall not hire subcontractors without express written permission from City. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

Agreement with Zanker Road Resource Management, LLC Page 9 of 39 Rev. August 14, 2024

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

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

14. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

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

16. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or Services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the Agreement with Zanker Road Resource Management, LLC Page 10 of 39 Rev. August 14, 2024
cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

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

The duty of Contractor to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code, provided, however, that nothing herein contained shall be construed to require Contractor to indemnify City, its Board, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.
(i) Contractor’s responsibility for such defense and
indemnity obligations shall survive the termination or
Agreement with Zanker Road Resource Management, LLC Page 11 of 39 Rev. August 14, 2024
completion of this Agreement for the full period of time allowed by law.
(ii) The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not
in any way be limited by, the insurance obligations
contained within this Agreement.

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

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

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

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

Zanker Road Resource Management, LLC
Attention: Francine Areas
601 East Gish Road
San Jose, CA
[email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

Agreement with Zanker Road Resource Management, LLC Page 12 of 39 Rev. August 14, 2024

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

22. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

Agreement with Zanker Road Resource Management, LLC Page 13 of 39 Rev. August 14, 2024

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

27. MEDIATION
Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the Parties. If a mediated settlement is reached neither Party shall be deemed the prevailing Party for purposes of the settlement and each Party shall bear its own legal costs.

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

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

SIGNATURE BLOCK ON NEXT PAGE
Agreement with Zanker Road Resource Management, LLC Page 14 of 39 Rev. August 14, 2024
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
*INSERT CONTRACTOR’S NAME
*choose one: a[n] __________ (insert State) corporation/partnership/individual Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”
Exhibit A to Agreement with Zanker Road Resource Management, LLC Page 15 of 39 Rev. 04-25-23

EXHIBIT A

SCOPE OF SERVICES
Contractor shall provide qualified personnel, facilities, equipment, and materials to provide municipal solid waste (MSW) landfill disposal and processing services (Services), as described herein.

1. GENERAL

1.1.Contractor shall operate and maintain a Facility located at: 675 Los Esteros Road, San Jose, CA 95134

1.2.Contractor will operate the Facility between the hours of 5:00 a.m. to 5:00 p.m. local time, Monday through Saturday. The Facility will be closed on Sundays and Holidays. Contractor will accept the City’s MSW during these hours of operation and may not change the hours or reduce the total number of hours without prior approval from the City, except for reductions required by a change in a Permit subsequent to the commencement of services.

1.3.Contractor shall manage deliveries in amounts of up to 200% of the average daily tonnage needed to accept the annual tonnages listed in Table 1 below.

1.4.During the City’s annual cleanup campaign held in April and May, Contractor shall accept unlimited MSW deliveries at the Facility from the City.

1.5.City shall use reasonable efforts to prevent deliveries to the Facility of Excluded Waste or other unauthorized materials, other than MSW, by its Designated Haulers.

2. BASIC SERVICES

2.1. City shall deliver or cause delivery of MSW to the Facility. Contractor will accept and dispose of the MSW in accordance with this agreement.

2.2. Contractor shall accept materials as designated by the City, which may include one or more of the MSW types at the estimated weights set forth in Table 1 below.
[Table 1: City’s Solid Waste by Source and Type]

SOURCE WASTE TYPE ANNUAL

TONNAGE
City’s Annual Clean-up
Campaign Cleanup Campaign Waste 6,000
City Department Dirt 7,500
City Department Inerts 1,000
Exhibit A to Agreement with Zanker Road Resource Management, LLC Page 16 of 39 Rev. 04-25-23
City Department Construction and Demolition
Material 100
Other Other Solid Waste Up to 25,000 tons

2.3.Contractor will provide each driver a receipt showing the date, time, and quantity of City’s MSW that the vehicle delivered to the Facility.

3. SCALE OPERATION

3.1. Contractor will maintain state-certified scales that link to a centralized computer recording and billing system. Scales must track the origin, destination, and tonnage of all incoming and outgoing loads. Upon City’s request, Contractor will promptly provide the City with copies of weighing reports.

3.2. Contractor shall weigh all materials accepted from the City using certified scales. Information shall be tracked by material type with amounts to be reported monthly, in accordance with section 8 below.

4. TRAFFIC CONTROL AND DIRECTION

4.1. Contractor will direct Facility traffic and provide a safe working environment.

4.2. Contractor will provide necessary signs and personnel to direct drivers to designated unloading areas.

5. VEHICLE TARE WEIGHTS

5.1. When Designated Hauler places a new vehicle into service, Contractor will promptly weigh the new vehicle and determine its unloaded (“tare”) weight.

5.2. Contractor will record tare weight, hauler name, and vehicle identification number. Within ten (10) Working Days of weighing, Contractor will provide the City and Designated Hauler with a report listing vehicle tare weight information.

5.3. Contractor has the right to request re-determination of tare weights of vehicles twice per Calendar Year.

5.4. If there is reasonable suspicion or evidence that tare weights are not accurate, Designated Hauler may request, up to four (4) times per Calendar Year, a redetermination of tare weights, in which case Contractor will promptly redetermine tare weights for requested vehicles.

5.5. Contractor may update tare weights, at its own initiative, more frequently.

Exhibit A to Agreement with Zanker Road Resource Management, LLC Page 17 of 39 Rev. 04-25-23

6. SCALE TESTING

6.1. Contractor will test and calibrate all scales at least once every twelve (12) months, or more frequently if prescribed by Applicable Law, including but not limited to NIST Handbook 44 and requirements imposed by the state and/or local Department of Weights and Measures.

6.2. In addition, Contractor will test and calibrate any or all scales within three (3) Working Days of a request by the City.

6.2.1. If test results indicate that a scale complies with Applicable Law, the City will reimburse Contractor the Direct Costs of the test.

6.2.2. If test results indicate that a scale does not comply with Applicable Law, Contractor will bear the costs of the test and, at its own expense, adjust and correct weight measurements recorded and disposal tipping fees calculated from the date of the City’s request.

6.3. Upon City’s request, Contractor will promptly provide the City with copies of test results.

7. RECORDS AND REPORTING

7.1. Contractor will maintain scale records and reports, including date of receipt, inbound time, origin, destination, weight of inbound and outbound loads, inbound and outbound weights of vehicles, and vehicle identification number.

7.2. Records shall be available to the City for review and copying during regular business hours at Contractor’s place of business, or as otherwise agreed upon by the Parties.

7.3. Contractor will provide the City a detailed monthly report as described and exemplified in Monthly Reporting (Exhibit E), including a detailed monthly reporting on City materials inbound/outbound, materials mass-balance, and material market outlets. These reports shall include adequate detail and information for the City to complete necessary compliance reports and should include products made, volume and disposition of “overs”, volume and disposition of residuals, and any other information required by the City.

8. SAFETY
Contractor shall conduct operations of the Facility in a safe manner, in accordance with federal, state, and local laws and regulations.

9. STANDARDS OF PERFORMANCE
Exhibit A to Agreement with Zanker Road Resource Management, LLC Page 18 of 39 Rev. 04-25-23
In the performance of Services, Contractor shall meet or exceed the following performance standards:

9.1. Contractor will operate the Facility so that it meets the City’s Maximum Vehicle Turnaround Time (MVTT) which is 30 minutes. The MVTT is measured from the time the City’s Transfer Company’s vehicles arrive at the Contractor’s scales until the time when the vehicles are processed, unloaded, and exit the Facility.

9.2. Contractor may not exceed the MVTT more than ten (10) times per month. For each load that exceeds the MVTT beyond the ten (10) grace loads per month, the City will assess liquidated damages against Contractor equal to $100.00 per load.

Exhibit B to Agreement with Zanker Road Resource Management, LLC Page 19 of 39 Rev. 04-25-23

EXHIBIT B

COMPENSATION

1. General.

The Contractor will perform of its obligations, responsibilities, and duties under this Agreement, including paying costs associated with obtaining and complying with all Permits, and operating the Facility in full compliance with Applicable Laws.

2. Disposal Rate and Annual Rate Adjustments.

The Contractor will be compensated on a per ton basis for materials delivered by the Designated Hauler and accepted by Contractor for Disposal and Processing.

2.1.Rates.

2.1.1. Contractor’s per ton compensation for the disposal of processed Cleanup Campaign Waste at Disposal Facility shall not exceed $85.00 per Ton, inclusive of Taxes and fees.

2.1.2. Contractor’s per ton compensation for the disposal of unprocessed Cleanup Campaign Waste at Disposal Facility shall not exceed $75.00 per Ton, inclusive of Taxes and fees.

2.1.3. The Tipping Fee for the recycling of Mixed Construction and Demolition materials shall not exceed $85.00 per ton inclusive of Taxes and fees.

2.1.4. The Tipping Fee for Source Separated Construction and Demolition materials shall not exceed $ 55.00 per ton inclusive of Taxes and fees.

2.1.5. The Tipping Fee for inert material shall not exceed $ 17.00 per ton inclusive of Taxes and fees.

The Tipping Fee for dirt shall not exceed $ 50.00 per ton inclusive of Taxes and fees.

2.1.6. Notwithstanding the foregoing, for Debris Boxes containing source separated loads of concrete or clean soil the City shall be charged the gate rates for concrete and clean soil, respectively, provided application of those gate rates results in a lower cost to the City.

2.2.Annual Rate Adjustments
Rates will be adjusted annually as shown below, effective January 1 of each year of the Term, including extensions. Commencing January 1, 2026 and thereafter on each January 1, this Agreement is in effect, including any extension years, the Exhibit B to Agreement with Zanker Road Resource Management, LLC Page 20 of 39 Rev. 04-25-23
rates stated above shall be increased by the change in the value of the Consumer Price Index, All Urban Consumers, Water and Sewer and Trash Collection Services, U.S. City Average, Seasonally Adjusted, Series ID: CUSR0000SEHG, published by the U.S. Department of Labor, Bureau of Labor Statistics, or its successor, for the previous October and its value twelve months before.

Exhibit B to Agreement with Zanker Road Resource Management, LLC Page 21 of 39 Rev. 04-25-23

3. Special Rate Review and Adjustments.

3.1.Contractor may request a special review and adjustment of Rates, over and above the annual CPI-based adjustment set forth in this Exhibit, in the event that there is a change in Applicable Law.

3.2.Contractor’s written request for a special review and adjustment of Rates shall specify the event or circumstance giving rise to the request, Contractor’s reasonable additional costs arising from or related to such event or circumstance, and the change in the Rates that Contractor proposes to cover such additional costs.

3.3.Contractor must submit its written request for a special review and adjustment of Rates at least 90 days in advance of the desired effective date of the adjustment, together with supporting cost and operational data.

3.4.In a special review under this section, Contractor shall bear the burden of justifying to the City by substantial evidence the change in Applicable Law. If the City determines that the Contractor has not met its burden, it shall notify Contractor that it is prepared to deny Contractor’s request for an increase in Rates. Within ten (10) days after such notice, Contractor may request a hearing before the City Manager, or designee, to produce additional evidence.

3.5.Based on evidence presented to it, including, that submitted by Contractor, the City Manager, or designee, may grant some, all, or none of the requested increase.

3.6.Contractor shall bear all reasonable costs incurred by City, including assistance provided to it by City, for a special review which it has requested. Costs of a review requested by Contractor may not be included in Contractor’s Rates.

Exhibit C to Agreement with Zanker Road Resource Management, LLC Page 22 of 39 Rev. 04-25-23

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 Each occurrence
$5,000,000 General Aggregate
$5,000,000 Products/Completed Operations Aggregate
$5,000,000 Personal Injury
$5,000,000 Project Aggregate

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than five million dollars ($5,000,000) each accident using, or providing coverage at least as broad as, Insurance services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

Exhibit C to Agreement with Zanker Road Resource Management, LLC Page 23 of 39 Rev. 04-25-23
In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

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

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

D. POLLUTION LIABILITY
In the event that this Agreement involves hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors shall provide a Contractor’s Pollution Liability Insurance policy with coverage limits not less than five million dollars ($5,000,000) each claim in connection with the Work performed under this Contract. All activities contemplated in this agreement shall be specifically scheduled on the policy as “covered operations.” Any deductible must be declared to and approved by City. Such policy shall cover, at a minimum, liability for bodily injury, damage to and loss of use of property, and clean–up costs arising from sudden, accidental and gradual pollution and remediation in connection with the Work under this Agreement. Contractor will use its best efforts to have the City, Council, officers, employees and volunteers added as additional insureds under this policy. The following provisions shall apply:

1. The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

Exhibit C to Agreement with Zanker Road Resource Management, LLC Page 24 of 39 Rev. 04-25-23

2. Products/completed operations coverage shall extend a minimum of three (3) years after project completion.

3. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors.

4. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured.

5. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer.

E. HAZARDOUS MATERIALS STORAGE LIABILITY
Contractor and/or its subcontractors shall provide Hazardous Materials Storage Liability Insurance policy with coverage limits not less than three million dollars ($3,000,000) each claim and ten million dollar ($10,000,000) policy aggregate covering liability arising from the release of waste materials and/or irritants, contaminants or pollutants including any personal injury, bodily injury and property damage arising out of the sudden and accidental release of any hazardous materials or wastes during storage at facilities operated by Contractor or controlled by Contractor in the performance of the Services required under this Agreement. Such coverage shall, if commercially available, without involvement of the City, automatically broaden in its form of coverage to include legislated changes in the definition of waste materials and/or irritants, contaminants or pollutants. The policy shall stipulate this insurance is primary and no other insurance carried by the City will be called upon to contribute to a loss suffered by the Contractor hereunder and waive subrogation against the City and other additional insureds.

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

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

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Exhibit C to Agreement with Zanker Road Resource Management, LLC Page 25 of 39 Rev. 04-25-23
from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. General Aggregate. The general aggregate limits shall apply separately to Contractor’s work under this Agreement providing coverage at least as broad as Insurance services Office (ISO) Endorsement CG 2503, 1985 Edition, or insurer’s equivalent (CGL);

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

5. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Document 00820.

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

1. Requirements of specific insurance coverage features described in this Agreement shall not be construed to be a limitation of liability on the part of Contractor or any of its subcontractors, nor to relieve any of them of any liability or responsibility under the Contract Documents, as a matter of law or otherwise. Such requirements are not intended by any Party to be limited to providing coverage for the vicarious liability of the City or to the supervisory role, if any, of City. All insurance coverage provided pursuant to this Agreement in any way relating to City is intended to apply to the full extent of the policies involved.

Exhibit C to Agreement with Zanker Road Resource Management, LLC Page 26 of 39 Rev. 04-25-23

2. Contractor shall maintain all required insurance policies in full force and effect during entire period of performance of the services under this Agreement of Contract Documents. Contractor shall also keep such insurance in force during warranty and guarantee periods. At time of making application for extension of time, Contractor shall submit evidence that insurance policies will be in effect during requested additional period of time.

3. City reserves the right, at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Contractor thirty (30) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate in good faith additional compensation proportional to the increased benefit to City.

4. Any type of insurance or any increase of limits of liability not described in this Exhibit which Contractor requires for its own protection or in compliance with applicable statutes or regulations, shall be Contractors’ responsibility and at its own expense.

5. No liability insurance coverage provided by Contractor to comply with the terms of this Agreement shall prohibit Contractor, or Contractor’s employees, or agents, from waiving the right of subrogation prior to a loss.

Contractor waives its right of subrogation against Indemnitees. Any property insurance policies affected by Contractor shall be endorsed to delete the subrogation condition as to indemnitees or shall specifically allow Contractor to waive subrogation prior to a loss. Contractor hereby waives any right of recovery against the indemnitees and agrees to require any subcontractor to do so.

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

7. Contractor shall cooperate fully with City and Contractor’s insurance companies in any safety and accident prevention program and claims handling procedures as established for the performance of services under this Agreement.

Exhibit C to Agreement with Zanker Road Resource Management, LLC Page 27 of 39 Rev. 04-25-23

8. All coverage types and limits required under this Agreement are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage which may affect City’s protection without City’s prior written consent.

9. For purposes of applying insurance coverage only, all contracts pertaining to the performance of services will be deemed to be executed when finalized and any activity commences in furtherance of performance under this agreement.

10. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any of the insurance requirements set forth in this Agreement in no way imposes any additional obligations on City nor does it waive any of the City’s rights under this Agreement or any other regard.

11. Any provision in this Agreement dealing with the insurance coverage provided pursuant to these requirements, is subordinate to and superseded by the requirements contained herein. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the Parties here to be interpreted as such.

12. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

13. Contractor agrees to obtain and provide to City evidence of Professional Liability insurance for Architects or Engineers if engaged by Contractor to perform any of the services required under this Agreement. City shall determine the minimum coverage and policy limits required, after consultation with Contractor.

14. The City acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Contractor. The Contractor’s insurance obligations under this Agreement under may be satisfied in whole or in part by adequately funded selfinsurance retention, but only after approval from the City Attorney’s Office upon satisfactory evidence of financial capacity.

Exhibit C to Agreement with Zanker Road Resource Management, LLC Page 28 of 39 Rev. 04-25-23

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

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

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

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

EBIX Inc.

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

Exhibit D to Agreement with Zanker Road Resource Management, LLC Page 29 of 39 Rev. 04-25-23

EXHIBIT D

DEFINITIONS

1. “Actions” means all actions including claims, demands, causes of action, suits, mediation, arbitration, hearings, investigations, inquiries and proceedings, whether legal, judicial, quasi-judicial, governmental or administrative in nature and whether threatened, brought, instituted or settled.

2. “Affiliate” means any of the Contractor's officers, directors or shareholders, and any corporation, partnership, joint venture or other entity directly or indirectly controlling the Contractor, or directly or indirectly owned or controlled by the Contractor or its officers, directors or shareholders.

3. “Agreement” means this Agreement between the City and Contractor, including all exhibits, schedules and attachments (which are hereby incorporated in this Agreement by this reference), as this Agreement may be amended and supplemented.

4. “Applicable Law” includes without limitation, AB 341, AB 876, AB 901, AB 939, AB 1594, AB 1826, SB 1016, SB 1383 and all amendments and related subsequent legislation, as well as all laws, statutes, rules, regulations, guidelines, Permits, actions, determinations, orders, approvals or requirements of the United States, State, regional or local government authorities, agencies, boards, commissions, courts or other bodies having applicable jurisdiction, that from time to time apply to or govern services or the performance of the Parties' respective obligations under this Agreement.

5. “Assign” means:
(i) selling, exchanging or otherwise transferring effective control of management of the Contractor (through sale, exchange or other transfer of outstanding stock or otherwise);
(ii) issuing new stock or selling, exchanging or otherwise transferring 20% or more of the then outstanding common stock of the Contractor; (iii) any dissolution, reorganization, consolidation, merger, recapitalization, stock issuance or re- issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction which results in a change of Ownership or control of Contractor; (iv)any assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of creditors, writ of attachment of an execution, being levied against Contractor, appointment of a receiver taking possession of any of Contractor’s Exhibit D to Agreement with Zanker Road Resource Management, LLC Page 30 of 39 Rev. 04-25-23
tangible or intangible property;
(v) any combination of the forgoing (whether or not in related or contemporaneous transactions) which has the effect of any that transfer or change of Ownership or control of Contractor.

6. “Calendar Year” means a successive period of 12 months commencing on January 1 and ending on December 31.

7. “Commencement Date” means the later date of execution by the City or Contractor on the execution page of this Agreement.

8. “Contractor” means a corporation organized and operating under the laws of the State of California.

9. “Contractor Default” has the meaning provided in Section 8 of this Agreement.

10.“City” means the City of Santa Clara.

11.“Designated Hauler” means the waste hauler or haulers named by City to deliver Municipal Solid Waste to Facility.

12.“Direct Cost” means Contractor’s reasonable costs incurred for materials testing, sorting, or cleaning. Direct Cost of labor and equipment use does not include profit, overhead or administrative expense.

13.Disposal” means the final disposition of Solid Waste at a permitted Landfill or other permitted Solid Waste disposal facility, as defined in California Public Resources Code 40192(b).

14.“Disposal Facility” means the permitted place or places as County‑approved locations for the Disposal of Garbage or other materials as appropriate and acceptable.

15.“Diversion” (or “Divert”) means to divert from Disposal or use anywhere at or on a Disposal Facility through source reduction, reuse, recycling, composting.

16.“End of Useful Life” means the point at which the Disposal Facility reaches its permitted capacity, which when reached, will not allow for any more materials to be disposed of at the Facility.

17.“Excluded Waste” means Biomedical Waste, Hazardous Waste, sludge, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, and those wastes under the control of the Nuclear Regulatory Commission.

Exhibit D to Agreement with Zanker Road Resource Management, LLC Page 31 of 39 Rev. 04-25-23

18.“Facility” means the facility that will dispose of solid waste, from City collection and delivery.

19.“Goods and Services” means all goods and services used in providing services, including labor, leases, subleases, equipment, supplies and capital related to furnishing services; insurance, bonds or other credit support if the insurer is an Affiliate or a captive of Contractor or any Affiliate; and legal, risk management, general and administrative services.

20.“Governmental Fees” means fees or taxes imposed upon Facility by any governmental body or Regulatory Agency, other than those imposed upon the Facility in connection with the repair, remediation, improvement, addition, or expansion of the Facility.

21.“Holidays” means New Year’s Day, Labor Day, Fourth of July, Thanksgiving Day, and Christmas Day.

22.“Hazardous Substance” means any of the following:
(i) any substances defined, regulated or listed (directly or by reference) as "hazardous substances", "hazardous materials", "hazardous wastes", "toxic waste", "pollutant" or "toxic substances" or similarly identified as hazardous to human health or the environment, in or pursuant to the:
(ii) Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), 42 USC §9601 et seq.;
(iii) Hazardous Materials Transportation Act, 49 USC §1802, et seq.; (iv) Resource Conservation and Recovery Act, 42 USC §6901, et seq.; (v) Clean Water Act, 33 USC §1251, et seq.;
(vi) California Health and Safety Code §§25115-25117, 25249.8, 25281, and 25316;
(vii) Clean Air Act, 42 USC §7901, et seq.; and
(viii) California Water Code §13050;
(ix) any amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and
(x) any other hazardous or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated under any other applicable federal, state or local environmental laws currently existing or hereinafter enacted, including, without limitation, friable Exhibit D to Agreement with Zanker Road Resource Management, LLC Page 32 of 39 Rev. 04-25-23
asbestos, polychlorinated biphenyl’s ("PCBs"), petroleum, natural gas and synthetic fuel products, and by-products.

23.“Household Hazardous Waste” means any Hazardous Substance generated incidental to owning or maintaining a place of residence, excluding any Hazardous Substance generated in the course of operation of a business concern at a residence, in accordance with Section 25218.1 of the California Health and Safety Code.

24.“Liabilities” means all liabilities, including:
(i) Actions;
(ii) Awards, judgments and damages, both: (a) actual damages, whether special and consequential, in contract or in tort, such as natural resource damages, damage for injury to or death of any Person; and damage to property; and (b) punitive damages;
(iii) Contribution or indemnity claimed by Persons other than the Parties; (iv) Injuries, losses, debts, liens, liabilities;
(v) Costs, such as response remediation and removal costs; (vi) Interest;
(vii) Fines, charges, penalties, forfeitures; and
(viii) Expenses such as attorney’s and expert witness fees, expenditures for investigation and remediation, and costs incurred in connection with defending against any of the foregoing orin enforcing Indemnities.

25.“Material Type” means segregated Plant Materials, segregated Wood Waste, segregated Food Scraps or Organic Materials (Commingled Plant Materials & Food Scraps).

26.“Maximum Vehicle Turnaround Time” means 30 minutes, measured from the time a vehicle enters either the Facility property and until it exits the Facility property, including but not limited to gross and net weights, tipping and transportation throughout the facility. The calculation of the times will be based on time stamp tickets at the scale house.

27. “Monthly Report” means that which is described in Exhibit E, Monthly Reporting.

28.“Municipal Solid Waste” means all substances or materials that are generally discarded or rejected as being spent, useless, worthless or in Exhibit D to Agreement with Zanker Road Resource Management, LLC Page 33 of 39 Rev. 04-25-23
excess to the owners at the time of rejection, including, without limitation, trash, garbage, refuse and rubbish, and which are generated by all residential, commercial, industrial, institutional, municipal, agricultural and other activities within the City; provided, however, Municipal Solid Waste does not include Excluded Waste, Source Separated Organic Materials, and Source Separated Recyclables.

29.“Ownership” has the meaning provided under the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986 except that (1) 10 percent is substituted for 50 percent in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; (2) Section 318(a)(5)(C) is disregarded; (3) ownership interest of less than 10 percent is disregarded; and (4) percentage interests is determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater.

30.“Party” or “Parties” means the City and Contractor, individually or collectively.

31.“Permit(s)” means all federal, State, City, other local and any other governmental unit permits, orders, licenses, approvals, authorizations, consents and entitlements that are required under Applicable Law to be obtained or maintained by any Person with respect to services, as renewed or amended from time to time.

32.“Person(s)” includes an individual, firm, association, organization, partnership, corporation, trust, joint venture, the United States, the State, local governments and municipalities, special purpose districts, and other entities.

33.“Rate” means the amount established under Article V, Contractor Compensation and Exhibit B, Compensation, of this Agreement to be charged to the City by Contractor for disposal of solid waste."

34.“Regulatory Agency” means any federal, state or local governmental agency, including California Department of Transportation, California Department of Motor Vehicles, EDD, U.S. Immigration and Naturalization services, California Air Resources Board, state or regional water or air quality control boards or districts, California Department of Toxic Substances, California Department of Resources, Recycling, and Recovery (CalRecycle), the Local Enforcement Agency, federal and state Environmental Protection Agencies and other federal or state health and safety departments, applicable to Services.

35.“Records” means all ledgers, book of account, invoices, vouchers, canceled checks, logs, correspondence and other records or documents of Contractor evidencing or relating to Rates, tonnage of materials, satisfaction Exhibit D to Agreement with Zanker Road Resource Management, LLC Page 34 of 39 Rev. 04-25-23
of Contractor’s obligations under this Agreement and performance of the terms of this Agreement, damages payable under this Agreement and Contractor Defaults.

36.“Recycle” or “Recycling” means the process of collecting, sorting, cleansing, treating, and reconstituting materials that would otherwise become solid waste, and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality standards necessary to be used in the marketplace.

37.“Services” means the work that is performed for the City by the Contractor under this Agreement and described in Exhibit A (Scope of Services).

38. “Solid Waste” means and includes all putrescible and nonputrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, rubbish, ashes, industrial wastes, discarded home and industrial appliances, manure, vegetable or animal solid and semisolid wastes, and other discarded solid and semisolid wastes, as defined in California Public Resources Code §40191, as that section may be amended from time to time. For the purposes of this Agreement, “Solid Waste” does not include Hazardous Substances, low-level radioactive waste, medical waste, or Organic Materials.

39. “Subcontractor” means any Person to which Contractor subcontracts any portion of the Services, whether pursuant to a formal, written agreement or otherwise.

40.“Term” means the time period or duration for which the Agreement is in effect.

41.“Ton” or “Tonnage” means a short ton of 2,000 standard pounds where each pound contains 16 ounces.

42.“Tipping Fees” means amounts approved by the Board of Supervisors and charged by Contractor to, and collected by Contractor from, any Person using the Facility and/or delivering Wastes to the Facility. Tipping Fees will be established in accordance with Exhibit B.

43.“Transfer Company” means the Person that City directs to transport municipal solid waste and residual waste to the Disposal Facility.

44.“Violation” means any notice, assessment or determination of noncompliance with Applicable law from any Regulatory Agency to Contractor, whether or not a fine or penalty is included, assess, levied or attached.

45.“Working Day” means any day, Monday through Saturday, that is not a Holiday as set forth in this Agreement.

Exhibit E to Agreement with Zanker Road Resource Management, LLC Page 35 of 39 Rev. 04-25-23

EXHIBIT E

MONTHLY REPORTING
Contractor will provide the City a monthly report that summarizes the inbound and outbound materials, a materials mass-balance by supplier, and material market outlets as well as the detail scale reports and other documentation that supports the data in the summary report. The Contractor shall provide, and the City shall approve, the report structure.

The monthly statement shall include the following items for the overall MSW stream received:

Monthly Statistics

1. Disposal Cost Per Ton
The Disposal Cost is the cost per ton to process the overall MSW stream. The Cost will be updated throughout the Agreement Term, with annual CPI increases as agreed upon by the City of Santa Clara.

2. Total Volume Received
The Total Volume Received is the total tons of MSW received by the contractor.

Backup documentation shall be provided each month showing the date, time, vehicle identification number, and tonnage received for each load.

3. Total Loads Received
The Total Loads is the number of loads received by Contractor in the given reporting period. A total monthly load count shall be provided on the Total Volume Received backup report.

Exhibit F-1 to Agreement with Zanker Road Resource Management, LLC Page 36 of 39 EXHIBIT F-1
Ethical Standards for Collectors Seeking to Enter into an Agreement with the City of Santa Clara, California
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:
i. If a Collector1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3;
c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with:
(1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of Collector in the performance of this Agreement; and/or,
e. Makes any false statement(s) or representation(s) with respect to this Agreement.
ii. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Collector can be imputed to the Collector when the conduct occurred in connection with the individual’s 1 For purposes of this Agreement, the word “Collector” (whether a person or a legal entity) means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words “convicted” or “conviction” mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years. 3 As used herein, “dishonesty” includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Exhibit F-1 to Agreement with Zanker Road Resource Management, LLC Page 37 of 39 performance of duties for or on behalf of the Collector, with the Collector’s knowledge, approval or acquiescence, the Collector’s acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.
iii. The City may also terminate this Agreement in the event any one or more of the following occurs:
iv. If City determines that Collector no longer has the financial capability4 or business experience5to perform the terms of, or operate under, this Agreement; or,
v. If City determines that the Collector fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Collector’s failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to purchase and maintain bonds and/or insurance policies required under this Agreement.
vi. Provided, however, that the City shall not exercise its rights pursuant to this Section B unless the City gives written notice to Collector of its determination, including the factual basis for making its determination, and Collector fails to eliminate the cause for the determination within forty-five (45) days on those matters which may be cured within forty-five (45) days and is taking reasonable action to eliminate those matters which cannot be cured within a forty-five (45) day period.
vii. In the event the Agreement is terminated pursuant to these provisions, Collector may appeal the City’s action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Collector will have the burden of proof on the appeal. The Collector shall have the opportunity to present evidence, both oral and documentary, and argument. 4 Collector becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any Section or chapter of the federal Bankruptcy Code (11 U.S.C.)., as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Collector.
5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Collector to the City.

Exhibit F-2 to Agreement with Zanker Road Resource Management, LLC Page 39 of 39 EXHIBIT F-2
Affidavit of Compliance with Ethical Standards
[City of Santa Clara]
I, _________, being first duly sworn, depose and say that I am the President of _________, and I hereby state that I have read and understand the language, titled “ETHICAL STANDARDS FOR COLLECTORS SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA” (herein “Ethical Standards”) set forth in Exhibit F-1 of this Agreement. I have authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records and I have made inquiry of those individuals potentially included within the definition of “Collector” contained in the Ethical Standards.

Based on my review of the appropriate documents and the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to a category identified in footnote #1 of Exhibit F-1 of this Agreement [i.e., owner or coowner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in Exhibit G-1 of this Agreement within the past five (5) years.

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

NOTARY’S ACKNOWLEDGMENT TO BE ATTACHED
Agreement with Zanker Road Resource Management, LLC Page 1 of 38 Rev. 8/14/2024
EBIX Insurance No. *S20000_____

AGREEMENT FOR YARD TRIMMINGS

COMPOSTING SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ZANKER ROAD RESOURCE MANAGEMENT, LLC

RECITALS
A. Enacted in 2016, Senate Bill (SB) 1383 establishes methane emissions reduction targets in a statewide effort to reduce emissions of short-lived climate pollutants; B. To ensure citywide compliance with SB 1383 by January 2025, City sought proposals from qualified contractors licensed to provide yard waste composting services (Services) as more fully described at Exhibit A entitled, “Scope of Services,” and selected Contractor to perform the Services; C. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required Services of the quality and type which meet the objectives and requirements of City; and,
The Parties have specified herein the terms and conditions under which such Services will be provided and paid for.

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services and Performance Schedule
Exhibit B – Compensation
Exhibit C – Insurance Requirements
Agreement with Zanker Road Resource Management, LLC Page 2 of 38 Rev. 8/14/2024
Exhibit D – Definitions
Exhibit E – Monthly Reporting
Exhibit F-1 – Ethical Standards
Exhibit F-2 – Affidavit of Compliance with Ethical Standards This Agreement, including the Exhibits set forth above, contains all the agreements, representations, and understandings of the Parties, and supersedes and replaces any previous agreements, representations, and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Initial Term. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment, the term of this Agreement shall begin on the 1st day of January 2025 and shall continue for i) a period of sixteen and a half (16.5) years, terminating on June 30, 2036.

B. Renewal. After the Initial Term, this Agreement may be extended by one additional five-year period (Extension Term), at City’s sole discretion, by written amendment to this Agreement. City will give Contractor written Notice of Intent to Extend no later than December 31, 2040. Contractor shall provide City with notice at least four years prior to the Composting Facility’s Permit Term. The Initial Term and Extension Term shall be collectively referred herein as “Term.”
C. Facility Expansion and Right of First Refusal. Contractor grants City a right of first refusal for access to any increased capacity for the Composting Facility at a mutually agreed-upon tipping fee. If requested by City, Contractor shall provide any necessary supporting documentation to support the adjustment during the expansion period.

3. SCOPE OF SERVICES AND PERFORMANCE SCHEDULE
A. Scope of Processing Services.

Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A.

B. Permits and Compliance.
i. Contractor will comply with all Permits, including any mitigation measures related to the operation and maintenance of their Compost Facility. Contractor is solely responsible for paying any Agreement with Zanker Road Resource Management, LLC Page 3 of 38 Rev. 8/14/2024
fines or penalties imposed for noncompliance with or violation of Permits or failure to obtain Permits. Under no circumstances shall any provision of this Agreement obligate Contractor to violate any of its Permits.
ii. Contractor shall have a permitted Composting Facility that is permitted as a composting facility with the Department of Resources, Recycling, and Recovery (CalRecycle) and maintain this designation throughout the term of the contract. The Composting Facility Permit must include the ability to accept the types of compostable materials generated by the City.
iii. Contractor must notify City before accepting any shipments if there are any change in such status. Contractor shall maintain all required permits from the applicable agencies to operate a composting facility. Permits shall include but not be limited to CalRecycle/LEA, Regional Water Quality Control Board, Air Quality Management District, and others as appropriate.

C. Compliance with all Applicable Laws and Regulations.

Contractor must comply with all federal, state, and/or local regulations in the performance of this Agreement.

D. Notification of Violations.

Contractor shall provide copies of any notices of violation that it receives (or that any Subcontractor receives and that are provided to Contractor) from any Regulatory Agency during the term of this Agreement related to the operation of the Composting Facility or the performance of the Services. Contractor shall provide the City copies within three (3) business days of receiving them.

E. Invoicing
On or before the 15th of each month, Contractor will invoice the City in amounts equal to the applicable Yard Trimmings Rates listed in Exhibit B. for the prior month’s Yard Trimmings delivered to the Facility. Invoices will be in a form satisfactory to City. All undisputed amounts shall be payable by City within 30 days of receipt of the invoice. For example, for processing provided in July, Contractor will invoice City on or before August 15 and payment will be due and payable by City on or before September

15. City shall, within five days of receipt of invoice, identify any disputed charges and communicate these to Contractor.

Agreement with Zanker Road Resource Management, LLC Page 4 of 38 Rev. 8/14/2024
F. Right to Enter Facility and Observe Operations.

Given a 24 hour minimum notice to Facility Manager, the City designated representative(s) may enter, observe and inspect operational lines that process City Materials at the Facility during operating hours; conduct studies or surveys of the Facility; and meet with the Facility manager(s) or their representatives giving 24 hours minimum notice , provided that the City’s representative(s) comply with Contractor’s reasonable safety and security policies and do not interfere with the work of the Contractor or its subcontractors. However, if the Facility manager(s) are not present at the Facility during a City’s designated representative(s) announced visit, Contractor may limit the visit of the City’s designated representative to the public areas of the Facility. In that event, Contractor will arrange for City’s designated representative(s) to return for a visit of the entire Facility within 24 hours of the City’s unannounced visit. Upon City direction, Contractor will provide an escort to accompany City employees on inspections.

Contractor will ensure that its employees cooperate with the City and respond to the City’s reasonable inquiries.

4. CONTRACTOR COMPENSATION
A. General.

B. Disposal Rate and Annual Rate Adjustments.

The Contractor will be compensated on a per ton basis for Materials delivered by the Transfer Company and accepted by Contractor for Processing. Exhibit B (Compensation) provides the initial Rates by Material Type. The Contractor may be entitled to an annual rate adjustment as shown in Exhibit B. Such rates may be increased annually as set forth in Exhibit B.

5. WARRANTY.

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

Agreement with Zanker Road Resource Management, LLC Page 5 of 38 Rev. 8/14/2024

6. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE.

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

8. DEFAULT AND TERMINATION DEFAULT AND REMEDIES
A. Default and Remedies.

Each of the following shall constitute a default under this Agreement (a “Default”):
i. Fraud or deceit.
ii. Failure to maintain insurance coverage described herein. iii. Contractor violation of orders or filings of a regulatory body having a material impact on Contractor’s ability to perform its obligations as required by this Agreement.
iv. Loss of any required operating “facility” permit (air, water, waste, etc.)
v. Failure to perform services as required by this Agreement for two (2) consecutive days or more or for any seven (7) days in a period of 30 days.

Agreement with Zanker Road Resource Management, LLC Page 6 of 38 Rev. 8/14/2024
vi. Failure of Contractor to provide reports and/or records as provided for in this Agreement.
vii. Any act or omission by Contractor which violates the terms of this Agreement.
viii. Any false or misleading representation of Contractor. ix. Filing of a voluntary petition for debt relief.
x. Bankruptcy of Contractor.
xi. Failure to provide a performance bond within thirty (30) days of execution of this Agreement.

B. Termination.

Upon any Contractor default, City may terminate or suspend this Agreement, in whole or in part. Such termination or suspension shall be effective thirty (30) days after City gives notice, except that the Agreement may be terminated or suspended in a shorter time period or immediately if the Contractor’s default endangers the health, welfare and safety of the public. If Contractor fails to cure the Default within the timeframe shown in the Notice to terminate or suspend, the City may, at its option, terminate this Agreement.

C. Specific Performance.

By virtue of the nature of this Agreement, the urgency of timely, continuous and high-quality service, the lead time required to effect alternative service, and the rights granted by City to Contractor, the remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive relief.
i. Damages.

Contractor shall be liable to City for all direct, indirect, special and consequential damages arising out of Contractor’s default. This Section is intended to be declarative of existing California law. ii. City’s Remedies Cumulative.

City’s rights to suspend or terminate the Agreement and to obtain specific performance are not exclusive, and City’s exercise of one such right shall not constitute an election of remedies. Instead, they shall be in addition to any and all other legal and equitable rights Agreement with Zanker Road Resource Management, LLC Page 7 of 38 Rev. 8/14/2024
and remedies that City may have, including a legal action for damages or imposition of liquidated damages.
iii. Liquidated Damages.

The Parties acknowledge that performance by Contractor is of utmost importance and City has considered and relied on Contractor’s representations as to its quality-of-service commitment in entering into this Agreement. The Parties further recognize that quantified standards of performance are necessary and appropriate to ensure consistent and reliable service. The Parties further recognize that if Contractor fails to perform, City and its residents will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of damages that City will suffer. Therefore, the Parties agree that liquidated damages in the amount of $5,000 per day represent a reasonable estimate of the amount of such damages considering all of the circumstances existing on the date of this Agreement, including the relationship of the sums to the range of harm to City that reasonably could be anticipated and recognition that proof of actual damages would be costly or inconvenient. By initialing the places provided, each Party specifically confirms the accuracy of the statements made above and the fact that each Party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made.

Contractor Initial Here: _ City Initial Here: _
Contractor agrees to pay (as liquidated damages and not as a penalty) the amount set forth.

9. FORCE MAJEURE.

Contractor shall not be in default under this Agreement in the event, and for so long as, it is impossible or extremely impracticable for it to perform its obligations due to any of the following reasons: riots, wars, sabotage, civil disturbances, insurrection, explosion, natural disasters such as floods, earthquakes, landslides, fires, and volcanic eruptions, strikes, lockouts and other labor disturbances or other catastrophic events which are beyond the reasonable control of Contractor.

Labor unrest, including but not limited to strike, work stoppage or slowdown, sickout, picketing, or other concerted job action conducted by Contractor's Agreement with Zanker Road Resource Management, LLC Page 8 of 38 Rev. 8/14/2024
employees or directed at Contractor is not an excuse from performance, provided, however, that labor unrest or job action directed at a third party over whom Contractor has no control, shall excuse performance.

10. CONTRACTOR’S REPRESENTATION AND WARRANTIES
A. Legal Status.

Contractor is a corporation or LLC organized and operating under the laws of the State of California
B. Authorization.

Contractor represents and warrants that it has the authority to enter into and perform its obligations under this Agreement. The Contractor has taken all actions required by law to authorize the execution of this Agreement. The person signing this Agreement on behalf of Contractor has authority to do so.

C. Agreement Will Not Cause Breach.

D. No Litigation.

To the best of Contractor's knowledge, after reasonable investigation, there is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency, or instrumentality decided, pending, or threatened against Contractor wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect the performance by Contractor of its obligations hereunder or which, in any way, would adversely affect the validity or enforceability of this Agreement or which would have a material adverse effect on the financial condition of Agreement with Zanker Road Resource Management, LLC Page 9 of 38 Rev. 8/14/2024
Contractor or any surety guaranteeing Contractor's performance under this Agreement, which has not been waived by the City in writing.

E. Ability to Perform.

Contractor possesses the business, professional and technical expertise to manage, handle, treat, store, process, and recycle Yard Trimmings, and possesses the equipment, plant, and employee resources required to perform this Agreement.

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

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

Agreement with Zanker Road Resource Management, LLC Page 10 of 38 Rev. 8/14/2024

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

17. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through Agreement with Zanker Road Resource Management, LLC Page 11 of 38 Rev. 8/14/2024
the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
i. Health Insurance
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s
responsibilities under the Act.
ii. Indemnification of Contractor.

1. Contractor’s responsibility for such defense and
indemnity obligations shall survive the termination or
completion of this Agreement for the full period of time allowed by law.

2. The defense and indemnification obligations of this
agreement are undertaken in addition to, and shall not
in any way be limited by, the insurance obligations
contained within this Agreement.

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

Agreement with Zanker Road Resource Management, LLC Page 12 of 38 Rev. 8/14/2024

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

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

Zanker Road Resource Management, LLC
Attention: Francine Areas
601 East Gish Road
San Jose, CA 95112
[email protected] workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

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

Agreement with Zanker Road Resource Management, LLC Page 13 of 38 Rev. 8/14/2024

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

27. MEDIATION
Should any Should any dispute arise out of this Agreement, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party shall be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

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

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

Agreement with Zanker Road Resource Management, LLC Page 14 of 38 Rev. 8/14/2024
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

ZANKER ROAD RESOURCE MANAGEMENT, LLC
a California LLC.

Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”
Agreement with Zanker Road Resource Management, LLC
Exhibit A Scope of Services Page 15 of 38

EXHIBIT A

SCOPE OF SERVICES
Contractor shall provide qualified personnel, facilities, equipment, and materials to accept, process, and market Yard Trimmings generated from the City’s collection of residential and commercial waste as described herein.

1. GENERAL.

1.1.Days and Hours of Operation. Contractor will operate the Composting Facility for the receipt of City ’s Yard Trimmings between the hours of 3:00 a.m. to 5:00 p.m., Monday through Saturday, and outside of these time periods upon special request. The Composting Facility may be closed on Sundays and Holidays.

Contractor may not change the hours or reduce the total number of hours without prior approval from the City, except for reductions required by a change in a Permit subsequent to the commencement date.

1.2.Contractor shall manage deliveries in amounts of up to 200% of the average daily tonnage needed to accept the annual tonnages listed in Table 1 below.

1.3.During the City’s annual cleanup campaign held in April and May, Contractor shall accept unlimited deliveries at the Facility from the City.

2. BASIC SERVICES.

2.1.City shall deliver or cause delivery of Yard Trimmings to the Composting Facility. Contractor will accept, process, and market a mix of residential curbside and commercial green waste in accordance with this agreement.

2.2. Contractor shall accept materials as designated by the City at the estimated weights set forth in Table 1 below.
[Table 1: Estimate Annual Tonnage]
Waste Source Waste Type Estimated
Annual Tonnage
Commercial and
residential collections Yard Trimmings 9,500 tons

2.3.Contractor will provide each driver a receipt showing the date, time, and quantity of City’s Yard Trimmings that the vehicle delivered to the Facility.

3. PROCESSING STANDARDS.

3.1.All Yard Trimming Materials accepted by Contractor shall be diverted and processed as provided herein. Material shall be diverted in a manner that guarantees diversion credit under the requirements of AB 939, and compliance Agreement with Zanker Road Resource Management, LLC
Exhibit A Scope of Services Page 16 of 38
with SB 1383 for organics management purposes. Under no circumstances shall any material, other than approved residual, be considered “disposal” under state regulatory definitions.

3.2.Other than Residue which may be landfilled, 100% of the Yard Trimming Materials Processed by Contractor at the Composting Facility must be diverted from use anywhere at a landfill and shall not be used as Alternative Daily Cover (ADC) or for other uses at a landfill.

3.2.1. “Processed” means subjected to a process to transform Yard Trimmings into a Compost Product, a mulch product for land application (other than at a landfill), or for use as biofuel, anaerobic digestion, or other allowable conversion technologies (in accordance with CalRecycle regulations so that such materials are considered diverted and recycled), and includes removal of all (other than trace amounts) Solid Waste and other materials that are not Yard Trimmings (collectively, “Residue”).

3.3.Contractor shall market finished Compost and other products manufactured from Yard Trimmings and shall be entitled to retain all proceeds thereof.

3.4.Composter will participate in the U.S. Composting Council’s Seal of Testing Assurance program for any compost and/or mulch that is produced under this agreement.

3.5.At City’s request, Contractor will provide finished Compost free of charge to City of bulk Compost (tons) up to a maximum of 1000 tons twice annually.

Contractor will not be responsible for the costs of delivery of finished product to City or requested location withing 50 miles of City boundaries.

3.6.Compost quality will meet the U.S. Compost Council Seal of Testing Assurance and be SB 1383 compliant as required by 14 CCR Sections 18993.1 and 18993.2.

4. SCALE OPERATION.

4.1.Contractor will maintain state-certified scales that link to a centralized computer recording and billing system. Scales must track the origin, destination, and tonnage of all incoming and outgoing loads. Upon City’s request, Contractor will promptly provide the City with copies of weighing reports.

4.2.Contractor shall weigh all materials accepted from the City using certified scales. Information shall be tracked by material type with amounts to be reported monthly, in accordance with section 6 below.

5. TRAFFIC CONTROL AND DIRECTION.

5.1. Contractor will direct Facility traffic and provide a safe working environment.

Agreement with Zanker Road Resource Management, LLC
Exhibit A Scope of Services Page 17 of 38

5.2. Contractor will provide necessary signs and personnel to direct drivers to designated unloading areas.

6. VEHICLE TARE WEIGHT.

6.1. When Designated Hauler places new vehicle(s) into service, Contractor will promptly weigh the new vehicle(s) and determine their unloaded (“tare”) weight(s).

6.2. Contractor will record tare weight, hauler name, and vehicle identification number. Within ten (10) Working Days of weighing, Contractor will provide the City and Designated Hauler with a report listing vehicle tare weight information.

6.3. Contractor has the right to request re-determination of tare weights of vehicles twice per Calendar Year.

6.4. If there is reasonable suspicion or evidence that tare weights are not accurate, Designated Hauler may request, up to four (4) times per Calendar Year, a redetermination of tare weights, in which case Contractor will promptly redetermine tare weights for requested vehicles.

7. RECORDS AND REPORTING.

7.2. 7.3. Records shall be available to the City for review and copying during regular business hours at Contractor’s place of business, or as otherwise agreed upon by the Parties.

7.4. Contractor will provide the City a detailed monthly report as described and exemplified in Monthly Reporting (Exhibit D), including a detailed monthly reporting on City materials inbound/outbound, materials mass-balance, and material market outlets. These reports shall include adequate detail and information for the City to complete necessary compliance reports and should include products made, volume and disposition of “overs”, volume and disposition of residuals, and any other information required by the City.

Agreement with Zanker Road Resource Management, LLC
Exhibit A Scope of Services Page 18 of 38

8. SAFETY.

The Contractor will conduct operations of Compost Facility in a safe manner, in accordance with Applicable Law and insurance requirements provided in Exhibit C.

9. STANDARDS OF PERFORMANCE.

In the performance of Services, Contractor shall meet or exceed the following performance standards:

9.1. Contractor will operate the Compost Facility so that it meets the City’s Maximum Vehicle Turnaround Time (MVTT) which is thirty (30) minutes. The MVTT is measured from the time of Transfer Company vehicle’s arrival at the Contractor’s scales, through processing and unloading, and up to the vehicle’s departure from the Facility.

9.2. Contractor may not exceed the MVTT more than five (5) times per month. For each load that exceeds the MVTT beyond the five (5) grace times per month, the City will assess liquidated damages against Contractor equal to $100 per load for each load that is over the MVTT.

10.SCALE TESTING.

10.1. Contractor will test and calibrate all scales at least once every twelve (12) months, or more frequently if prescribed by Applicable Law, which may include but are not limited to, requirements set forth in NIST Handbook 44 or imposed by the state and/or local Department of Weights and Measures.

10.2. In addition, Contractor will test and calibrate any or all scales within three (3) Working Days of a request by the City.

10.2.1. If test results indicate that a scale complies with Applicable Law, the City will reimburse Contractor the Direct Costs of the test.

10.2.2. If test results indicate that a scale does not comply with Applicable Law, Contractor will bear the costs of the test and, at its own expense, adjust and correct weight measurements recorded and disposal tipping fees calculated from the date of the City’s request.

10.3. Upon City’s request, Contractor will promptly provide the City with copies of test results.

Agreement with Zanker Road Resource Management, LLC
Exhibit B Schedule of Fees Page 19 of 38
Rev. 01-31-24

EXHIBIT B

COMPENSATION

1. General.

2. Disposal Rate and Annual Rate Adjustments.

The Contractor will be compensated on a per ton basis for Materials delivered by the Transfer Company and accepted by Contractor for Processing and Disposal.

2.1.Rates
Contractor will be compensated per ton for the processing of Yard Trimmings shall not exceed $68.88 per Ton, inclusive of taxes.

2.2.Annual Rate Adjustments
The Rates outlined are for the period January 1, 2025 through the end of the term of the Agreement. Such rates will be adjusted annually as shown below, effective January 1 of each year of the term, including extensions. Commencing January 1, 2025 and thereafter on each January 1, this Agreement is in effect, including any extension years, the rates stated above shall be increased by the change in the value of the Consumer Price Index, All Urban Consumers, Water and Sewer and Trash Collection Services, U.S. City Average, Seasonally Adjusted, Series ID: CUSR0000SEHG, published by the U.S.

Department of Labor, Bureau of Labor Statistics. (or its successor) for the previous October and its value twelve months before.

3. Special Rate Review and Adjustments.

3.1.Contractor may request a special review and adjustment of Rates, over and above the annual CPI-based adjustment set forth in this Exhibit, in the event that there is a change in Applicable Law.

3.2.Contractor’s request for a special review and adjustment of Rates shall specify the event or circumstance giving rise to the request, Contractor’s reasonable additional costs arising from or related to such event or circumstance, and the change in the Rates that Contractor proposes to cover such additional costs.

Agreement with Zanker Road Resource Management, LLC
Exhibit B Schedule of Fees Page 20 of 38
Rev. 01-31-24

3.3.Contractor must submit its request for a special review and adjustment of Rates in a form and manner specified by City, together with required cost and operational data.

3.5.Based on evidence presented to it, including, that submitted by Contractor, the City Manager, or designee, may grant some, all, or none of the requested increase.

3.6.Contractor shall bear all reasonable costs incurred by City (including assistance provided to it by City) of a special review which it has requested. Costs of a review requested by Contractor may not be included in Contractor’s Rates.

Agreement with Zanker Road Resource Management, LLC
Exhibit C Insurance Requirements Page 21 of 38

EXHIBIT C

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated Agreement with Zanker Road Resource Management, LLC
Exhibit C Insurance Requirements Page 22 of 38
wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of two million dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

D. POLLUTION LIABILITY
In the event that this contract involves hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors shall provide a Contractor’s Pollution Liability Insurance policy with coverage limits not less than five million dollars ($5,000,000) each claim in connection with the Work performed under this Contract. All activities contemplated in this agreement shall be specifically scheduled on the policy as “covered operations.” Any deductible must be declared to and approved by City. Such policy shall cover, at a minimum, liability for bodily injury, damage to and loss of use of property, and clean–up costs arising from sudden, accidental and gradual pollution and remediation in connection with the Work under this Agreement. Contractor will use its best efforts to have the City, Council, officers, employees and volunteers added as additional insureds under this policy. The following provisions shall apply:

1. The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites.

2. Products/completed operations coverage shall extend a minimum of three (3) years after project completion.

Agreement with Zanker Road Resource Management, LLC
Exhibit C Insurance Requirements Page 23 of 38

3. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors.

4. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured.

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

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other Agreement with Zanker Road Resource Management, LLC
Exhibit C Insurance Requirements Page 24 of 38
insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

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

2. Contractor shall maintain all required insurance policies in full force and effect during entire period of performance of the services under this Agreement with Zanker Road Resource Management, LLC
Exhibit C Insurance Requirements Page 25 of 38
Agreement of Contract Documents. Contractor shall also keep such insurance in force during warranty and guarantee periods. At time of making application for extension of time, Contractor shall submit evidence that insurance policies will be in effect during requested additional period of time.

8. All coverage types and limits required under this Agreement are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of Agreement with Zanker Road Resource Management, LLC
Exhibit C Insurance Requirements Page 26 of 38
coverage which may affect City’s protection without City’s prior written consent.

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

Agreement with Zanker Road Resource Management, LLC
Exhibit C Insurance Requirements Page 27 of 38
H. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

EBIX Inc.

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

Agreement with Zanker Road Resource Management, LLC
Exhibit D Definitions Page 28 of 38

EXHIBIT D

DEFINITIONS

1. Actions means all actions including claims, demands, causes of action, suits, mediation, arbitration, hearings, investigations, inquiries and proceedings, whether legal, judicial, quasi-judicial, governmental or administrative in nature and whether threatened, brought, instituted or settled.

2. Affiliate means any of the Contractor's officers, directors or shareholders, and any corporation, partnership, joint venture or other entity directly or indirectly controlling the Contractor, or directly or indirectly owned or controlled by the Contractor or its officers, directors or shareholders.

3. Agreement means this Agreement between the City and Contractor, including all exhibits, schedules and attachments (which are hereby incorporated in this Agreement by this reference), as this Agreement may be amended and supplemented.

4. Applicable Law means all law, statutes, rules, regulations, guidelines, Permits, actions, determinations, orders, approvals or requirements of the United States, State, regional or local government authorities, agencies, boards, commissions, courts or other bodies having applicable jurisdiction, that from time to time apply to or govern Services or the performance of the Parties' respective obligations under this Agreement.

5. Assign means:
a. selling, exchanging or otherwise transferring effective control of management of the Contractor (through sale, exchange or other transfer of outstanding stock or otherwise);
b. issuing new stock or selling, exchanging or otherwise transferring 20% or more of the then outstanding common stock of the Contractor;
c. any dissolution, reorganization, consolidation, merger, recapitalization, stock issuance or re- issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction which results in a change of Ownership or control of Contractor; d. any assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of creditors, writ of attachment of an execution, being levied against Contractor, appointment of a receiver taking possession of any of
Contractor’s tangible or intangible property;
e. any combination of the forgoing (whether or not in related or contemporaneous transactions) which has the effect of any that transfer or change of Ownership or control of Contractor.

Agreement with Zanker Road Resource Management, LLC
Exhibit D Definitions Page 29 of 38

6. Calendar Year means a successive period of 12 months commencing on January 1 and ending on December 31.

7. Commencement Date means the later date of execution by the City or Contractor on the execution page of this Agreement.

8. Composting Facility means the facility that will process, compost, and market the Yard Trimmings from City collection and delivery.

9. Compost or Compost Products means the resultant product of the Compost Process (composting, curing and screening process conducted by the Composting Facility). The Compost shall be dark in texture, have an earthy aroma, be neutral pH, and have the chemical profile of sufficient quality to participate in the U.S. Composting Council’s Seal of Testing Assurance program.

10.Compost Process means the compost process operated as described in the facility’s Report of Compost Site Information that is submitted to CalRecycle and/or the LEA. The process shall be managed to provide aeration, moisture and sufficient time and temperature to produce Compost Product.

11.Contamination or Contaminant means any man-made non-organic fraction that is delivered to the composting facility with Organic Materials and must be removed to make the product acceptable to the market.

12.Contractor means a corporation organized and operating under the laws of the State of California.

13. Contractor Default has the meaning provided in Section 8 of this Agreement.

14.City means the City of Santa Clara.

15.Designated Hauler means the waste hauler or haulers named by City to deliver Yard Trimmings to Facility.

16.Direct Cost means Contractor’s reasonable costs incurred for materials testing, sorting, or cleaning. Direct Cost of labor and equipment use does not include profit, overhead or administrative expense.

17.Disposal means the final disposition of Solid Waste at a permitted Landfill or other permitted Solid Waste disposal facility, as defined in California Public Resources Code 40192(b).

18.Disposal Facility means the permitted place or places as County‑approved locations for the Disposal of Garbage or other materials as appropriate and acceptable.

Agreement with Zanker Road Resource Management, LLC
Exhibit D Definitions Page 30 of 38

19.Diversion (Divert) means to divert from Disposal or use anywhere at or on a landfill through source reduction, reuse, recycling, composting.

20.End of Useful Life means the point at which the Compost Facility reaches its permitted capacity, which when reached, will not allow for any more materials to be disposed of at the Facility.

21.Excluded Waste means Biomedical Waste, Hazardous Waste, sludge, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, and those wastes under the control of the Nuclear Regulatory Commission.

22.Facility means the facility that will process, compost, market the Yard Trimmings, from City collection and delivery.

23.Goods or Services means all goods or services used in providing Services, including labor, leases, subleases, equipment, supplies and capital related to furnishing Services; insurance, bonds or other credit support if the insurer is an Affiliate or a captive of Contractor or any Affiliate; and legal, risk management, general and administrative services.

24.Governmental Fees are fees or taxes imposed upon Composting Facility by any governmental body or Regulatory Agency, other than those imposed upon the Composting Facility in connection with the repair, remediation, improvement, addition, or expansion of the Composting Facility.

25.Holidays are defined as New Year’s Day, Labor Day, 4th of July, Thanksgiving Day, and Christmas Day.

26.Hazardous Substance means any of the following:
a. any substances defined, regulated or listed (directly or by reference) as "hazardous substances", "hazardous materials", "hazardous wastes", "toxic waste", "pollutant" or "toxic substances" or similarly identified as hazardous to human health or the environment, in or pursuant to the:
b. Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), 42 USC §9601 et seq.;
c. Hazardous Materials Transportation Act, 49 USC §1802, et seq.;
d. Resource Conservation and Recovery Act, 42 USC §6901, et seq.;
e. Clean Water Act, 33 USC §1251, et seq.;
Agreement with Zanker Road Resource Management, LLC
Exhibit D Definitions Page 31 of 38
f. California Health and Safety Code §§25115-25117, 25249.8, 25281, and 25316;
g. Clean Air Act, 42 USC §7901, et seq.; and
h. California Water Code §13050;
i. any amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and
j. any other hazardous or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated under any other applicable federal, state or local environmental laws currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyl’s ("PCBs"), petroleum, natural gas and synthetic fuel products, and byproducts.

27.Household Hazardous Waste means any Hazardous Substance generated incidental to owning or maintaining a place of residence, excluding any Hazardous Substance generated in the course of operation of a business concern at a residence, in accordance with Section 25218.1 of the California Health and Safety Code.

28. Liabilities means all liabilities, including:
a. Actions;
b. Awards, judgments and damages, both: (a) actual damages, whether special and consequential, in contract or in tort, such as natural resource damages, damage for injury to or death of any Person; and damage to property; and (b) punitive
damages;
c. Contribution or indemnity claimed by Persons other than the Parties; d. Injuries, losses, debts, liens, liabilities,
e. Costs, such as response remediation and removal costs, f. Interest,
g. Fines, charges, penalties, forfeitures, and
h. Expenses such as attorney’s and expert witness fees, expenditures for investigation and remediation, and costs incurred in connection with defending against any of the foregoing orin enforcing Indemnities.

29.Material Type means segregated Plant Materials, segregated Wood Waste, segregated Food Scraps or Organic Materials (Commingled Plant Materials & Food Scraps).

Agreement with Zanker Road Resource Management, LLC
Exhibit D Definitions Page 32 of 38

30.Maximum Vehicle Turnaround Time means a monthly average of 30 minutes, measured from the time a vehicle enters either the Composting Facility property and until it exits the Composting Facility property, including but not limited to gross and net weights, tipping and transportation throughout the facility.

31.Rate means the amount established under Section 4, and Exhibit B , Compensation, of this Agreement to be charged to the City by Contractor for Processing of Yard Trimmings.

32.Monthly Report is described in Exhibit E, Monthly Reporting.

33.Municipal Solid Waste means all substances or materials that are generally discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of rejection, including, without limitation, trash, garbage, refuse and rubbish, and which are generated by all residential, commercial, industrial, institutional, municipal, agricultural and other activities within the City; provided, however, Municipal Solid Waste does not include Excluded Waste, Source Separated Organic Materials, and Source Separated Recyclables.

34.Organic Materials means those materials that will decompose and/or putrefy, as defined by state law, which at the execution of this Agreement includes Plant Materials, and Wood Waste.

35.Ownership has the meaning provided under the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986 except that (1) 10 percent is substituted for 50 percent in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; (2) Section 318(a)(5)(C) is disregarded; (3) ownership interest of less than 10 percent is disregarded; and (4) percentage interests is determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater.

36.Party or Parties refers to the CITY and Contractor, individually or together.

37.Permits means all federal, State, CITY, other local and any other governmental unit permits, orders, licenses, approvals, authorizations, consents and entitlements that are required under Applicable Law to be obtained or maintained by any Person with respect to Services, as renewed or amended from time to time.

38.Person(s) includes an individual, firm, association, organization, partnership, corporation, trust, joint venture, the United States, the State, local governments and municipalities and special purpose districts and other entities.

39.Records” means all ledgers, book of account, invoices, vouchers, canceled checks, logs, correspondence and other records or documents Agreement with Zanker Road Resource Management, LLC
Exhibit D Definitions Page 33 of 38
of Contractor evidencing or relating to Rates, tonnage of materials, satisfaction of Contractor’s obligations under this Agreement and performance of the terms of this Agreement, damages payable under this Agreement and Contractor Defaults.

40.Recycle or Recycling means the process of collecting, sorting, cleansing, treating, and reconstituting materials that would otherwise become solid waste, and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality standards necessary to be used in the marketplace.

41.Regulatory Agency means any federal, State or local governmental agency, including California Department of Transportation, California Department of Motor Vehicles, EDD, U.S. Immigration and Naturalization Services, California Air Resources Board, state or regional water or air quality control boards or districts, California Department of Toxic Substances, California Department of Resources, Recycling, and Recovery (CalRecycle), the Local Enforcement Agency, federal and State Environmental Protection Agencies and other federal or State health and safety departments, applicable to Services.

42.Records means all ledgers, book of account, invoices, vouchers, canceled checks, logs, correspondence and other records or documents of Contractor evidencing or relating to Rates, tonnage of Yard Trimmings, satisfaction of Contractor’s obligations under this Agreement and performance of the terms of this Agreement, damages payable under this Agreement and Contractor Defaults.

43.Solid Waste means and includes all putrescible and nonputrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, rubbish, ashes, industrial wastes, demolition and construction wastes, discarded home and industrial appliances, manure, vegetable or animal solid and semisolid wastes, and other discarded solid and semisolid wastes, as defined in California Public Resources Code §40191 as that section may be amended from time to time. For the purposes of this Agreement, “Solid Waste” does not include Hazardous Substances, lowlevel radioactive waste, medical waste, or Organic Materials.

44.Source Separated Yard Trimmings means grass clippings, prunings, brush, leaves and other types of vegetative waste acceptable to Contractor for composting. To qualify as "Source Separated Yard Trimmings" under this definition, Source Separated Yard Trimmings shall be delivered by City or Designated Hauler to Contractor segregated from all other Municipal Solid Waste. Furthermore, Contractor shall, in its sole discretion, specify the minimum requirements for Source Separated Yard Trimmings so that it may be used in Contractor's composting operations. Notwithstanding the foregoing; at a minimum Source Separated Yard Trimmings used for composting or for land Agreement with Zanker Road Resource Management, LLC
Exhibit D Definitions Page 34 of 38
application for agricultural purposes must have less than one percent (1%) by weight non-Source Separated Yard Trimmings contamination and be free of undesirable components such as palm fronds, wood waste, dirt and metal debris, rock, concrete, sod, plastic bags, fruit and vegetables, household waste, pet waste, demolition debris, three limbs and trunks greater than six inches (6") in diameter or greater than four feet (4') long, and similar non-compostable materials. Source Separated Yard Trimmings shall not be use as Alternative Daily Cover.

45.Subcontractor means any Person to which Contractor subcontracts any portion of the Services, whether pursuant to formal, written agreement or otherwise.

46.Term is defined in Section 2 of this Agreement.

47.Ton (or Tonnage) means a short ton of 2,000 standard pounds where each pound contains 16 ounces.

48.Transfer Company means the Person that City directs to transport municipal solid waste or yard waste and residual waste to the Disposal or Compost Facility.

49.Violation means any notice, assessment or determination of noncompliance with Applicable law from any Regulatory Agency to Contractor, whether or not a fine or penalty is included, assess, levied or attached.

50.Wood Waste means a subset of Organic Materials consisting of pieces of unpainted and untreated dimensional lumber, and any other wood pieces or particles generated from the manufacturing or production of wood products, harvesting, processing or storage of raw wood materials, or construction and demolition activities.

51.Working Day means any day, Monday through Saturday, that is not a Holiday as set forth in this Agreement.

52.Yard Trimmings means a subset of Organic Materials, as defined by state law, which at the execution of this Agreement includes grass cuttings, weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees (not more than six (6) inches in diameter and five (5) feet in length), and similar materials generated at Premises, separated from Solid Waste and other Organic Materials with less than one percent (1%) Contamination. Plant Materials does not include materials not normally produced from gardens or landscape areas, such as brick, rock, gravel, large quantities of dirt, concrete, sod, non-organic wastes, oil, and painted or treated wood products.

Agreement with Zanker Road Resource Management, LLC
Exhibit E Reporting Page 35 of 38

EXHIBIT E

MONTHLY REPORTING
Contractor will provide the City of Santa Clara a monthly report that summarizes monthly the inbound/outbound materials, a materials mass-balance by supplier, and material market outlets as well as the detail scale reports and other documentation that supports the data in the summary report. The Contractor shall provide, and the City of Santa Clara shall approve, the report structure.

The monthly statement shall include the following items for the overall Yard Trimmings received:

Monthly Statistics

1. Processing Cost Per Ton
The Processing Cost is the cost per ton to process the overall Yard Trimmings Material Stream. The Processing Cost will be maintained throughout the contract term, with no adjustments.

2. Total Volume Received
The Total Volume Received is the total tons of Yard Trimmings materials received by the contractor. Backup documentation shall be provided each month showing the date, time, vehicle identification number, and tonnage received for each load.

4. Total Processing Cost
The Total Processing Cost is calculated by multiplying the Processing Cost per Load and the Total Volume.

Agreement with Zanker Road Resource Management, LLC
Exhibit F-1 Ethical Standards Page 36 of 38
Exhibit F-1
Ethical Standards for Contractors Seeking to Enter into an Agreement with the City of Santa Clara, California
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:
i. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3;
c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with:
(1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of Contractor in the performance of this Agreement; and/or,
ii. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Collector can be imputed to the Collector when the conduct occurred in connection with the individual’s performance of duties for or on behalf of the Collector, with the Collector’s knowledge, approval or acquiescence, the Collector’s 1 For purposes of this Exhibit F-1 of this Agreement, the word “Contractor” (whether a person or a legal entity) means any of the following: an owner or co-owner of a sole proprietorship; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation.
2 For purposes of this Agreement, the words “convicted” or “conviction” mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years. 3 As used herein, “dishonesty” includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

Agreement with Zanker Road Resource Management, LLC
Exhibit F-1 Ethical Standards Page 37 of 38
acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.
iii. The City may also terminate this Agreement in the event any one or more of the following occurs:
iv. If City determines that Collector no longer has the financial capability4 or business experience5to perform the terms of, or operate under, this Agreement; or,
v. If City determines that the Collector fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Collector’s failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to purchase and maintain bonds and/or insurance policies required under this Agreement.
vi. Provided, however, that the City shall not exercise its rights pursuant to this unless the City gives written notice to Collector of its determination, including the factual basis for making its determination, and Collector fails to eliminate the cause for the determination within forty-five (45) days on those matters which may be cured within forty-five (45) days and is taking reasonable action to eliminate those matters which cannot be cured within a forty-five (45) day period.
vii. In the event the Agreement is terminated pursuant to these provisions, Collector may appeal the City’s action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Collector will have the burden of proof on the appeal. The Collector shall have the opportunity to present evidence, both oral and documentary, and argument. viii. :
4 Collector becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any Section or chapter of the federal Bankruptcy Code (11 U.S.C.)., as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Collector.
5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Collector to the City.

Agreement with Zanker Road Resource Management, LLC
Exhibit G-2 Affidavit of Compliance with Ethical Standards Page 38 of 38 Exhibit F-2
Affidavit of Compliance with Ethical Standards
[City of Santa Clara]
I, Name, being first duly sworn, depose and say that I am the ______, Inc. and I hereby state that I have read and understand the language, titled “ETHICAL STANDARDS

FOR CONTRACTORS SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA” (herein “Ethical Standards”) set forth in Exhibit F-1 of this Agreement. I have authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records and I have made inquiry of those individuals potentially included within the definition of “Contractor” contained in the Ethical Standards.

Based on my review of the appropriate documents and the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to a category identified in footnote #1 of Exhibit F-1 of this Agreement [i.e., owner or coowner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in Exhibit Ff-1 of this Agreement within the past five (5) years.

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

NOTARY’S ACKNOWLEDGMENT TO BE ATTACHED
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-50 Agenda Date: 8/27/2024

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Negotiate and Execute Amendments to the Agreements with Rising Edge Technologies (California), LLC and West Valley Construction Company, Inc. for AsNeeded Maintenance and Repair of Utility Substructures and Aerial Infrastructures for Silicon Valley Power and Approve Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara’s Electric Utility Department, Silicon Valley Power (SVP), maintains utility substructures and aerial infrastructures that support various City services, including the distribution of electricity and telecommunications. Underground substructure components include manholes, vaults, splice boxes, transformer pads, streetlight conduit, pole barriers, streetlight boxes, low voltage boxes, vault lids, retaining walls, and other utility substructure equipment. Above-ground infrastructure components include aerial fiber optic cables, fiber optic risers, fiber splicing and cases, and various utility pole equipment such as ground rods, anchors, pole risers, and support strands. To ensure electric system reliability, SVP uses multiple contractors for regular maintenance and repair services.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted with the award recommendation based on “best value.” On August 4, 2023, the RFP for As-Needed Maintenance and Repair Services for Electric Utility Substructures and Aerial Fiber Optic Cable was published on the City’s e-procurement system. Vendors were invited to submit proposals for any or all services related to the maintenance and repair of the utility substructures and aerial infrastructures.

Two proposals were received from Rising Edge Technologies (California), LLC and West Valley Construction Company, Inc. Both vendors submitted for the complete scope of services. The proposals were independently evaluated by a five-member evaluation panel against the criteria and weights published in the RFP, including experience, technical capability, and cost. The evaluation panel recommended entering into master agreements with both vendors.

On July 1, 2024, after the evaluation committee selected the contractors for the award, the City Manager executed agreements with the two contractors, each within his authority of $250,000. This action ensured the availability of contractors to perform critical repair services while awaiting City Council approval for an amount exceeding $250,000. Staff did not authorize any work under these agreements that exceeded the City Manager’s authority.

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24-50 Agenda Date: 8/27/2024
Both agreements will end on June 30, 2029, with a one-year option to extend the term through May 31, 2030. Staff is seeking City Council approval for the City Manager to negotiate and execute amendments to the agreements to increase the maximum compensation of each agreement, for a not to exceed total aggregate compensation of $10,000,000. This amount represents SVP’s estimate to maintain Silicon Valley Power’s utility substructures and aerial infrastructures. Staff anticipates that additional services may be needed in the future but will use this authorization to initiate services and forecast future years. Rates for labor and materials are established in the agreements and are subject to reasonable annual increases after the initial fixed period. Any rate increases must be approved by the City and substantiated by the contractors to the satisfaction of the City.

Actual work will be assigned to the contractors pursuant to a secondary bid process. When work is identified, SVP will obtain quotes from the two contractors, taking into account factors such as their schedule availability, experience, and cost. Staff requests authorization for the City Manager to negotiate and execute amendments as needed for the projects assigned to each contractor.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15301 of Title 14 of the California Code of Regulations as the services involve the maintenance and repair of existing facilities and mechanical equipment.

FISCAL IMPACT
The maximum compensation for the two agreements with Rising Edge Technologies (California), LLC, and West Valley Construction Company, Inc. is $10 million over a five-year term. A budget amendment is recommended to add $2 million to the Transmission and Distribution maintenance budget within the Electric Utility Operating Fund. Funds for the agreement are also available in the FY 2024/25 Electric Utility Capital Fund based on projects requiring services. Budget adjustments for future years will be brought forward as part of the budget process.

Budget Amendment
FY 2024/25
Current Increase/
(Decrease)
Revised
Electric Utility Fund
Expenditures
Electric Department $610,297,653 $2,000,000 $612,297,653 Fund Balance
Unrestricted Ending Fund Balance $108,095,323 ($2,000,000) $106,095,323

COORDINATION
The 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 City of Santa Clara Page 2 of 3 Printed on 8/23/2024
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24-50 Agenda Date: 8/27/2024
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, or by email to: [email protected] <mailto:[email protected]>.

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of the California Code of Regulations;

2. Approve FY 2024/25 budget amendments in the Electric Utility Fund to increase the Electric Department budget in the amount of $2.0 million and decrease the Unrestricted Ending Fund Balance in the amount of $2.0 million (five affirmative Council votes required for the use of unused balances);

3. Authorize the City Manager or designee to negotiate and execute amendments to the agreements with Rising Edge Technologies (California), LLC and West Valley Construction Company, Inc. for as-needed maintenance and repair services for electric utility substructure and aerial fiber optic cable for a five-year term ending June 30, 2029, to (a) increase the maximum compensation of each agreement, with a total aggregate maximum compensation of $10,000,000 between the two agreements, (b) add or delete services consistent with the scope of services, (c) adjust future rates to account for changes in labor rates, and (d) exercise a one-year option to extend the term of each agreement through May 31, 2030, to be funded by the SVP Operating or Capital Fund as applicable and subject to the appropriation of funds and the review and approval as to form by the City Attorney; and

4. Authorize the City Manager to take any actions as necessary to implement and administer the above agreements.

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

ATTACHMENTS

1. Agreement for Services with Rising Edge Technologies (California), LLC

2. Agreement for Services with West Valley Construction Company, Inc.

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EBIX Insurance No. S200005310

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

RISING EDGE TECHNOLOGIES (CALIFORNIA), LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Rising Edge Technologies (California), LLC., a Delaware Limited Liability Company, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties."

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees and Payment Provisions
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance Exhibit
Agreement with Rising Edge Technologies (California), LLC Page 1 of 66 Exhibit E - Sample Work Authorization Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2024 and terminate on June 30, 2029 ("Initial Term").

8. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional year through May 31, 2030 ("Option Period") as determined by City. Such extension of term shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Period shall collectively be referred to as "Term".

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

4. WARRANTY
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials covered by this Agree ment shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions applicable to this Agreement. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace Services or materials, City may make corrections or replace Services or materials and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Agreement with Rising Edge Technologies (California), LLC Page 2 of 66 services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is Two Hundred and Fifty Thousand Dollars ($250,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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

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

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

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

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

Agreement with Rising Edge Technologies (California), LLC Page 3 of 66

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

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

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

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

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded Agreement with Rising Edge Technologies (California), LLC Page 4 of 66 shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

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

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

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

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

Agreement with Rising Edge Technologies (California), LLC Page 5 of 66

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

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

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

Rising Edge Technologies (California), LLC
825W 16th Street
Newport Beach, CA 92663
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

Agreement with Rising Edge Technologies (California), LLC Page 6 of 66

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

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

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

Agreement with Rising Edge Technologies (California), LLC Page 7 of 66

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

26. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.

Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title 8 of the California Code of Regulations, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws. [SIGNATURES ON NEXT PAGE]
Agreement with Rising Edge Technologies (California), LLC Page 8 of 66 The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. •

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: ~ ( 1 / 2 o,J. <f
JJa11 (et gatt(M Daniel Ballin (Jul 30, 2024 13:17 PDT) 111\~ ~ ~ GLEN R. GOOGINS t lsSvAN\p.GROGAN
City Attorney ~~~y Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: ( 408) 615-2210
Fax: (408) 241-6771
"CITY"

RISING EDGE TECHNOLOGIES (CALIFORNIA), LLC
a Delaware Corporation
Dated : 07-22-2024
By (Signature): Eric Otterdahl
Name: Eric Otterdahl
Title: Division Manager
Principal Place of
Digitally signed by Eric Otlerdahl
ON: C=US, [email protected], O=Califomia, OU=REG, CN=Eric Otlerdahl
Dale: 2024.07.22 08:51:10-07'00'
Business Address: 825W 16th Street, Newport Beach, CA 92663 Email Address: e [email protected]
Telephone: (949) 933-3813
"CONTRACTOR"
Agreement with Rising Edge Technologies (California), LLC Page 9 of 66

TABLE OF CONTENTS

EXHIBIT A

SCOPE OF SERVICES
SECTION 1. GENERAL ........................................................................................... 11 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 15 SECTION 4. REPORTS ........................................................................................... 15 SECTION 5. COMPLETION OF SERVICES ........................................................... 16 SECTION 6. HOURS AND DAYS OF SERVICE ..................................................... 16 SECTION 7. SCHEDULING AND PLANNING ......................................................... 17 SECTION 8. WORK AUTHORIZATION PROCESS ................................................ 17 SECTION 9. APPLICABLE LAWS AND REGULATIONS ........................................ 22 SECTION 10. WORKMANSHIP ................................................................................. 22 SECTION 11. PERMITS AND LICENSES ................................................................. 23 SECTION 12. WARRANTY ....................................................................................... 23 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 24 SECTION 14. WORK AREA ...................................................................................... 24 SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS ............ 24 SECTION 16. DISPOSAL OF WASTE & SCRAPS ................................................... 25 SECTION 17. SAFETY .............................................................................................. 25 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 26 SECTION 19. CONTRACTOR PERSONNEL. ........................................................... 26 SECTION 20. E-BUILDER ......................................................................................... 28 SECTION 21. TRANSPORTATION, SHIPPING AND FREIGHT ............................... 30 Agreement with Rising Edge Technologies (California), LLC Page 10 of 66 SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, and services, plus all tools, equipment, materials, and supplies required to provide as-needed maintenance and repair services for electric utility substructure and aerial fiber optic cable ("Services") for Silicon Valley Power ("SVP"), the Electric Utility of the City of Santa Clara ("City" or "SVP").

1.2 Contractor shall perform the Services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications. Any deviations from these specifications must be approved in writing by City.

1.3 Contractor shall perform the Services in accordance with applicable rules and standards including but not limited to:

1.3.1 California Public Utility Commission (CPUC) General Orders 95, 128, 165 or equivalent.

1.3.2 Rules and Regulations adopted by the Santa Clara City Council listed on the website (https://www.siliconvalleypower.com/svp-and-community/rulesand-regulations) as they may be amended from time to time, including but not limited to:

1.3.2.1 Fiber Optic (FO) 1900 - Fiber Optic Underground

1.3.2.2 FO 1901 - Fiber Optic Splicing and Testing Methods

1.3.2.3 Underground (UG) 0340 - Conduit Spacers

1.3.2.4 UG 0345 - Trench Backfill Requirements

1.3.2.5 UG 0349 - 8' x 1 O' Primary Manhole Full Traffic Installations

1.3.2.6 UG 0350 - 8' x 14' Primary Manhole Full Traffic Installations

1.3.2. 7 UG 1000 - Installation of Underground Substructure by Developers

1.3.2.8 UG 1250 - Encroachment Permit Clearances from Electric Facilities

1.3.2.9 SD 1235 - Tree Planting Requirements near Underground Electric Facilities

1.3.3 Third Party Pole Contract Requirements (Appendix A 1) as it may be amended from time to time.

Agreement with Rising Edge Technologies (California), LLC Page 11 of 66

1.3.4 Fiber Optic Aerial Drawing (Appendix A2) as it may be amended from time to time.

1.4 Contractor will primarily perform Services within the City of Santa Clara limits.

1.5 To the extent not inconsistent with this Agreement, the City's RFP 23-24-34 (including subsequent updates) and Contractor's proposal response dated January 31, 2024, are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement. In the event of a conflict between the Agreement (including its Exhibits and the RFP 23-24-34 or Contractor's proposal, the Agreement (including its Exhibits) shall govern.

SECTION 2. SERVICES TO BE PERFORMED

2.1 Electric Utility Substructure Maintenance and Repair Services - Contractor shall:

2.1.1 Provide maintenance and repair services to assess, repair, and restore functionality to electric utility substructures. These repair services include but are not limited to:

2.1.1.1 Discovery work to ascertain the nature and extent of damage to, or failure of, electric utility substructures.

2.1.1.2 Removal, replacement and installation of electric utility substructures to restore service, including, but not limited to:

2.1.1.2.1 Manholes and manholes rings

2.1.1.2.2 Vaults, splice boxes, and pull boxes

2.1.1.2.3 Transformer pads, and switch pads

2.1.1.2.4 Primary and secondary conduit, including streetlight conduit and streetlight foundations

2.1.1.2.5 Pole barriers (guards), also known as bollards

2.1.1.2.6 Low voltage boxes and lids

2.1.1.2.7 Streetlight boxes - various sizes

2.1.1.2.8 Vault lids and vaults - various sizes

2.1.1.2.9 Retaining walls

2.1.1.2.10 Low voltage box tops and extensions
Agreement with Rising Edge Technologies (California), LLC Page 12 of 66

2.1.1.3 Replacement and repair of underground trenching and infrastructure, including, but not limited to:

2.1.1.3.1 Rodding and roping conduit

2.1.1.3.2 Verification of conduit size, conduit fill, and existing fiber box locations

2.1.1.3.3 Proofing conduit for access

2.1.1.3.4 Rerouting conduit

2.1.1.4 Provide installation, replacement, and repair services on all electric utility substructures equipment, including, but not limited to:

2.1.1.4.1 Fiber, fiber cables, and conduit connections

2.1.1.4.2 Transformer pads

2.1.1.4.3 Remote switch pads

2.1.1.4.4 lnnerduct placement

2.1.1.4.5 Placement of chambered maxcell or equivalent with trace wire

2.1.1.4.6 Junction boxes

2.1.1.4.7 Manholes and manhole covers

2.1.1.4.8 Pole barriers

2.1.1.5 Provide concrete and asphalt repairs, including, but not limited to:

2.1.1.5.1 Removal and restoration of concrete (e.g.,
sidewalks)

2.1.1.5.2 Surface, face preparation, and forming

2.1.1.5.3 Concrete apron pouring

2.1.1.5.4 Concrete dowel and replacement

2.1.1.5.5 New sidewalk placement

2.1.1.6 Provide miscellaneous repair services.

Agreement with Rising Edge Technologies (California), LLC Page 13 of 66

2.2 Aerial Fiber Optic Cable Maintenance and Repairs Services Contractor shall provide maintenance and repair services for aerial fiber optic infrastructure and fiber optic cable, including, but not limited to:

2.2.1 Repair and replacement of fiber cable, including traditional and air-blown fiber cables and conduits.

2.2.2 Repair or replacement of wye-casting, intercepting conduits, electric metallic tubing (EMT) for indoor communication conduits, fiber cases and fiber splicing.

2.2.3 Repair and replacement of splice boxes, fiber optic risers, fiber splicing, fiber cases, aerial cables, and strand wreck out.

2.2.4 Repair and replacement of stub poles, pole ground (including ground rods, anchors, pole risers and support strands).

2.2.5 Installation and removal of aerial squirrel guards.

2.2.6 Removal and replacement of non-working cables from fiber cable plant.

2.2. 7 Miscellaneous aerial fiber optic cable maintenance and repair services.

2.3 Additional Services

2.3.1 Provide engineering design services (e.g., traffic plans).

2.3.2 Provide wood and metal pole attachment services for electrical utility substructures and aerial fiber equipment.

2.4 Emergency Services

2.4.1 Contractor shall provide 24-hour emergency services, seven (7) days per week, 365 days per year. Contractor shall provide an answering service contact phone number at which an individual can be reached at any time.

2.4.2 In the event of an emergency, Contractor must respond within two (2) hours of the City's notification via phone or email.

2.4.3 Upon receiving notification from the City, Contractor must have personnel and equipment on-site within ten (10) hours for troubleshooting and within fourteen (14) hours to implement a temporary solution.

2.4.4 Contractor shall resolve the emergency within seven (7) business days.

If for any reason Contractor cannot meet this timeframe, Contractor shall Agreement with Rising Edge Technologies (California), LLC Page 14 of 66 submit a detailed plan and schedule to the City outlining when the emergency will be resolved.

SECTION 3. SPECIFIC REQUIREMENTS

3.1 Contractor is responsible for pumping out the water or effluent from any flooded underground substructure vault that prevents the complete or partial execution of services. Upon pumping out any water or effluent, Contractor must ensure proper disposal in accordance with all applicable local, state and federal regulations.

3.2 Contractor shall provide the following services as required for the performance of the Services:

3.2.1 Logistical planning

3.2.2 Scheduling services

3.2.3 Supervision and administrative support

3.2.4 Program and project management services

3.2.5 Subcontractor management

3.2.6 On-site shoring services

3.2.7 On-site atmospheric testing of vaults, spaces, or similar

3.2.8 On-site confined space rescue team with a minimum crew size of two (2) people

3.2.9 Traffic control services

3.2.10 Professional services, such as soil testing and geotechnical assessments

3.2.11 On-site miscellaneous services including portable restroom facilities, rental equipment such as light standards, generators, and fueling services

3.2.12 Expedited procurement and transportation of materials, parts, and equipment upon request by the City.

SECTION 4. REPORTS

4.1 Service Reports

4.1.1 Within seven (7) business days after final acceptance by the City of Services associated with each Work Authorization (as defined in Section 8), Agreement with Rising Edge Technologies (California), LLC Page 15 of 66 Contractor shall provide a service report to the City, which shall include the following:

4.1.1.1 Type of service, such as preventative maintenance, inspection, or repair services;

4.1.1.2 Summary of existing conditions;

4.1.1.3 Description of noted issues/deficiencies (including photos) and recommended corrective actions;

4.1.1.4 Description of service/repairs performed;

4.1.1.5 Summary list of spare parts and materials inventory, including serial numbers of all parts removed and installed;

4.1.1.6 Other information requested by the City.

4.2 Status Reports

4.2.1 Contractor shall provide regular cost, schedule, and status updates on Services performed during the Term of the Agreement.

4.2.2 Depending on work activity associated with the Services, status updates may be required daily, weekly, or monthly at the direction of City.

4.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

SECTION 5. COMPLETION OF SERVICES
All Services shall be completed in a timely, efficient manner to ensure the site, equipment, and/or system are operational as quickly as possible, as provided in the applicable Work Authorization, Purchase Order, Interim Work Order, or Emergency Work Order as defined in Section 8.

SECTION 6. HOURS AND DAYS OF SERVICE

6.1 Workdays. Standard working hours are between 7:00 AM to 7:00 PM PST/PDT, Monday through Friday, excluding holidays. City may permit access during nonbusiness hours when required and is open to alternative work schedules. Work may extend beyond standard working hours due to factors such as scheduled/unscheduled power outages and traffic control constraints. Contractor must provide written notification to the City in advance if Services are scheduled outside standard working hours/days.

Agreement with Rising Edge Technologies (California), LLC Page 16 of 66

6.2 Work Shift. Regular work shifts are eight hours, coordinated with the City. Permits and other constraints may dictate the times and hours for a work shift to begin and end.

6.3 Non-Business Hours. If conditions at the job site require, Services may extend beyond regular business hours or work shifts. Contractor shall coordinate with the City and obtain written approval (email acceptable) for Services scheduled during non-business hours.

SECTION 7. SCHEDULING AND PLANNING
7 .1 Contractor shall plan, staff and execute scheduled maintenance and inspection services with 30 days' advance notice as requested by the City. Contractor and City shall mutually agree on scheduling outages associated for preventative maintenance services.

7.2 For critical equipment, Contractor may need to work shifts longer than twelve (12) hours per day or alternative shifts, including night shifts. 7 .3 Contractor must be available to provide emergency services as outlined in Section

2.4. SECTION 8. WORK AUTHORIZATION PROCESS

8.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. Specific Services will be assigned as set forth in this Section. The City does not guarantee that any specific work will be authorized under this Agreement.

8.2 Non-Emergency Work

8.2.1 When Services are required, City will notify one or more contractors under contract for as-needed maintenance and repair services for electric utility substructures and aerial fiber optic cable to provide a proposal for Services.

City will provide a description of the Services required, the basis of award, the deadline for response, and any other relevant information (Work Request).

8.2.2 Proposal. Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:

8.2.2.1 A work plan that includes a detailed description by task of the services to be performed.

8.2.2.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.

Agreement with Rising Edge Technologies (California), LLC Page 17 of 66

8.2.2.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.

8.2.2.4 Any required drawings or documents.

8.2.2.5 A list of City responsibilities.

8.2.2.6 A final acceptance criteria.

8.2.2.7 An itemized cost proposal showing:

8.2.2.7.1 Hours and hourly rates by position as listed in Exhibit B for both Contractor and subcontractor personnel if
applicable. Indicate labor subject to prevailing wage
requirements.

8.2.2. 7 .2 Parts/materials.

8.2.2.7.3 Rental and/or specialty equipment.

8.2.2.7.4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.

8.2.2. 7 .5 Any additional costs such as, but not limited to freight, permits, and fees.

8.2.2. 7 .6 Breakdown of materials and labor sufficient to calculate all required taxes.

8.2.2.7.7 Estimated total cost including any required taxes.

8.2.2.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.

8.2.2.9 Costs for any additional equipment, parts, or services required for completion of Services as detailed in the Work Request and in Contractor's Proposal but not reflected in the Contractor's cost proposal shall be the sole responsibility of the Contractor and at no additional cost to the City.

8.2.2.10 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.

Agreement with Rising Edge Technologies (California), LLC Page 18 of 66

8.2.2.11 Provided that Contractor's original Proposal includes all items listed in Section 8.2.2, the City and Contractor may negotiate whether the cost for the Work Authorization will be fixed price (lump sum) or based on specific rates of compensation (timeand-materials) for completion of the services.

8.2.2.12 If a fixed fee or lump sum is authorized by the City, Contractor must include a payment schedule in their final cost proposal.

Contractor's final cost proposal shall be in conformance with Exhibit B and:

8.2.2.12.1 Include a clear breakdown of materials and labor indicating taxable and non-taxable items, along with
an estimate of required taxes.

8.2.2.12.2 Include separation of materials subject to tax so that payment for such materials and the associated taxes
occur in a single payment.

8.2.2.12.3 Payment milestones shall not include payment for labor subject to prevailing wage in advance of such
labor taking place.

8.2.2.13 Contractor must submit a revised Proposal to the City based upon such negotiations.

8.2.3 Work Authorization:

8.2.3.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum
compensation in Section 6 of the Agreement (when combined with all previously authorized Services), the City may authorize services as set forth in this Section.

8.2.3.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E ("Work Authorization"). Each Work Authorization shall describe the services and deliverables the Contractor must provide, the time limit within which the Contractor must complete the service and deliverables, the system acceptance criteria, warranty provisions, and the compensation for the additional services.

8.2.3.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization.

Agreement with Rising Edge Technologies (California), LLC Page 19 of 66

8.2.3.4 Each Work Authorization shall have a Purchase Order attached to it. A Purchase Order ("Purchase Order") is a document issued by the City of Santa Clara Finance Department which will reference the terms and conditions of this Agreement and serves as final approval for each Work Authorization, except in those situations set forth in Section 8.2.3.5 below.

8.2.3.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Order authorizing services and the Purchase Order will serve as the Work Authorization.

8.2.3.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization.

8.2.4 Changes to Work Authorization:

8.2.4.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in a Work Authorization or Purchase Order.

Contractor shall provide the reason for the change specific to each Work Authorization or Purchase Order.

8.2.4.2 If Contractor requires changes to a fixed price Work Authorization, Contractor shall only be permitted to request changes with justification such as additional scope requested by City or unanticipated field conditions. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope. Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

8.2.4.3 In the event that unanticipated site conditions or other issues result in costs that exceed the total of the Work Authorization or Purchase Order or changes to line items in a Purchase Order, Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional services. The City will issue a new or amended Work Authorization (if required pursuant to Section 8.2.3.2) or Purchase Order (as applicable) to authorize such additional services.

8.2.4.4 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be Agreement with Rising Edge Technologies (California), LLC Page 20 of 66 approved verbally (in the field), by telephone, or e-mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work Authorization and/or Purchase Order.

8.3 Emergency Work Orders

8.3.1 An emergency work order (Emergency Work Order) should be used only in instances of a threat to public health or safety, loss of or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.

8.3.2 Emergency Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days followed by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.

8.3.3 When emergency services are required, Contractor shall send a Proposal to the City for the required Services as soon as possible, but no later than three (3) business days after starting Services. The Proposal shall be detailed in accordance with Section 8.2 and shall also include all services required including those services already completed or initiated. City will issue a Work Authorization (if required pursuant to Section 8.2.3.2) and a Purchase Order as soon as reasonably practicable.

8.4 A Work Authorization must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Work Authorization, Interim Work Order, or Emergency Work Order - even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting terms and conditions in a Work Authorization are invalid and unenforceable.

8.5 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 8.3 and

8.2.4.4 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

Agreement with Rising Edge Technologies (California), LLC Page 21 of 66

8.6 If Contractor begins services or fails to dispute a Purchase Order within three (3) business days, Contractor is assumed to have accepted the terms of the Purchase Order.

8.7 The City (through the individuals listed in Section 8.2.3.6 or, in the case of Purchase Orders, the Finance Department) may terminate a Work Authorization, Purchase Order, Interim Work Order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

8.8 Proposals, pricing, quotes, and invoices are not confidential and will not be treated as confidential even if marked confidential when submitted.

8.9 Except in the case of emergency which shall conform to the conditions of Section 8.3 or where the circumstances in Section 8.2.4.4 apply, Contractor shall not initiate services and the City will not compensate Contractor until the City has (1) executed the Work Authorization for such services, when applicable, (2) issued a Purchase Order, and (3) directed the Contractor to perform services.

SECTION 9. APPLICABLE LAWS AND REGULATIONS

9.1 Contractor shall comply with all applicable present and future federal, state, and local regulations, ordinances and codes including but not limited to the U.S.

Occupational Safety and Health Administration (OSHA), and the California Department of Industrial Relations and the Division of Occupational Safety and Health (Cal/OSHA).

9.2 Where any applicable laws or ordinances conflict with the City's requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

SECTION 10. WORKMANSHIP

10.1 Contractor shall perform all Services in a professional and environmentally responsible manner that meets or exceeds industry and professional standards of performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.

10.2 All parts and/or components replaced or newly installed in the system shall be factory new and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City, Contractor may Agreement with Rising Edge Technologies (California), LLC Page 22 of 66 use rebuilt parts or new parts from another manufacturer if approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.

10.3 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the satisfaction of the City, at Contractor's sole expense.

10.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any unsatisfactory or defective Services, the Contractor must correct the Services at no additional cost to the City.

SECTION 11. PERMITS AND LICENSES

11.1 Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.

11.2 Contractor is responsible for obtaining an 811-dig permit for any Services that require digging.

SECTION 12. WARRANTY

12.1 Services. For each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order, all Services shall carry a warranty of a minimum of twelve ( 12) months from the date of completion of Services set forth in each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order.

Warranty-related Services shall be at no additional cost to the City.

12.2 Parts. All parts provided by Contractor shall include a warranty of no less than the greater of either twelve (12) months or the manufacturer warranty period of the applicable part. In the event the manufacturer warranty is less than twelve (12) months, Contractor shall extend the manufacturer warranty to a minimum of twelve ( 12) months. All parts fabricated by Contractor by shall include a warranty of twelve ( 12) months. Contractor shall provide the City with a copy of any manufacturer's warranty or extended manufacturer's warranty.

12.3 Contractor shall be responsible for performing all warranty work within a reasonable time. In emergencies where damage may result from delay or where the loss of service may result, the City may choose to perform the work covered in the warranty. The cost associated with the City completing the warranty work shall be charged to Contractor.

Agreement with Rising Edge Technologies (California), LLC Page 23 of 66 SECTION 13. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.

SECTION 14. WORK AREA

14.1 Contractor shall ensure that the work area, where Services or other related work are being performed, is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor's performance of Services. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.

14.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of Services. If Contractor fails to clean up the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other services required to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor's invoice at City's sole discretion.

14.3 Contractor must provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

14.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City's operations and others who may be impacted by Contractor's Services.

SECTION 15. CONTRACTOR'S EQUIPMENT, TOOLS, AND MATERIALS

15.1 All equipment, tools (including any specialty tooling), and materials required for the execution of the Services shall be provided by Contractor. City will not loan tools or equipment to Contractor. Neither Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.

15.2 Tools and equipment shall be kept in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.

15.3 Tools and equipment shall be safely stored overnight under lock and key. Loss of any tools or equipment shall be reported immediately to City.

Agreement with Rising Edge Technologies (California), LLC Page 24 of 66

15.4 All vehicles, equipment, and ladders shall be secured when not in use. Keys shall not be left in any vehicles or equipment when not in use.

15.5 City will not be responsible for the loss of tools, equipment, or materials.

SECTION 16. DISPOSAL OF WASTE & SCRAPS

16.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing the proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.

16.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.

16.3 Contractor shall recycle all material scraps, and credit the value to the City.

SECTION 17. SAFETY
17 .1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.

17.2 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. Contractor shall submit a copy of their IIPP at City's request, and Contractor shall make it available on-site. 17 .3 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and work practices.

The City reserves the right to accompany Contractor during these inspections. 17 .4 Contractor must comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE).

17.5 Contractor's employees (including any subcontractors) shall use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Any required PPE and FR clothing shall be provided at the expense of Contractor.

Agreement with Rising Edge Technologies (California), LLC Page 25 of 66 17 .6 Contractor must comply with SVP's clearance program as may be updated from time to time.

17.7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable Safety rules and regulations, perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 19) and Contractor employees.

SECTION 18. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 19. CONTRACTOR PERSONNEL

19.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City staff.

19.2 Staffing

19.2.1 Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

19.2.2 Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

19.2.3 Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.

19.3 Employee Training
Agreement with Rising Edge Technologies (California), LLC Page 26 of 66

19.3.1 At Contractor's sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

19.3.2 It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

19.3.3 Training shall follow Contractor's standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

19.3.4 Contractor shall be familiar with SVP's operating standards. All employees are required to watch SVP's safety video once per calendar year or prior to the commencement of the Services.

19.3.5 At the City's request, Contractor shall submit copies of training records for its employees.

19.4 Standards of Conduct

19.4.1 Contractor shall be solely responsible for its employees while on or about the work site, including but not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

19.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

19.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.

19.4.1.3 Present or identify themselves as employees of the City of Santa Clara.

19.4.1.4 Possess or use alcohol, narcotics, firearms, illegal drugs, intoxicants, or other restricted materials while on the premises.

19.4.2 In the event that a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.

Agreement with Rising Edge Technologies (California), LLC Page 27 of 66

19.4.3 In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 20. E-BUILDER

20.1 When required by City, Contractor shall use e-Builder for submission of data and documents throughout the Term of this Agreement.

20.2 e-Builder is a web-based construction management application hosted by eBuilder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

20.3 The City will establish the Contractor's access to e-Builder by providing licenses to Contractor's personnel at City's cost. The Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor in the future.

20.4 Contractor is required to obtain all necessary training to use the software. The City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

20.5 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with the usage of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or loss of information. The Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will the usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.

20.6 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by the City and the Contractor will be jointly owned.

20.7 Contractor is responsible for managing, tracking, and documenting the Services to comply with the requirements of this Agreement. The City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute a validation of the Contractor's submitted information.

Agreement with Rising Edge Technologies (California), LLC Page 28 of 66

20.8 At the City's sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

20.9 While regular email may still be used for communication, when requested by the City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder website and shall be responsible for the validity of the information placed in eBuilder. The Contractor shall use the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, the Contractor shall include a form of its own or one provided by the City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:

20.9.1 Correspondence

20.9.2 Meeting minutes

20.9.3 Product data, reports, certifications, etc. must be submitted in PDF. (If a sample can be scanned, it is requested that a scanned PDF copy be submitted with the sample).

20.9.4 Requests for Information (RFl's)

20.9.5 Submittals and shop drawings

20.9.6 Change order requests and documentation, including record copies of change orders, proposals, and modifications.

20.9. 7 Pay applications

20.9.8 "Official" correspondence (such as letters) including informal correspondence, such as email.

20.9.9 Pre-Task Plans (PTPs)

20.9.10 Daily construction reports and other daily reports including Contractor Quality Control (CQC) Reports

20.9.11 All official reports, such as commissioning reports

20.9.12 Notices and claims

20.9.13 Operations and maintenance manuals

20.9.14 All close-out documents, and
Agreement with Rising Edge Technologies (California), LLC Page 29 of 66

20.9.15 All testing results

20.10Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e-mail, or resident on the e-Builder for the duration of the Project. Such data shall be available to City, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

20.11 Should the City replace e-Builder with a different project management tool, Contractor, and subcontractors shall be required to use the new project management tool selected by the City.

SECTION 21. TRANSPORTATION, SHIPPING, AND FREIGHT

21.1 Contractor shall be responsible for shipment and delivery of all required products, materials, and equipment to City. Contractor will pay all freight charges which may be reimbursed subject to the terms of Section 8 of Exhibit A and Section 2 of Exhibit B. All products, materials, and equipment shall be entirely at Contractor's risk from the time they are placed in the possession of the carrier for shipment to/from City until final acceptance by the City at the location set forth in the applicable Work Authorization or Purchase Order.

21.2 Contractor will pack and ship all products, materials, and equipment in accordance with good commercial practices.

21.3 Contractor shall ensure that the products, materials, and equipment are insured against "all risks" from the time the products, materials, and equipment are placed in the possession of the carrier for shipment to/from City until received by the City.

21.4 Contractor shall notify the City at least sixty (60) minutes prior to the arrival of any deliveries to the City. City will provide the Contractor with a contact name, phone number, and shipping location.

Agreement with Rising Edge Technologies (California), LLC Page 30 of 66 Appenmx A.l
~LICON Third Party Pole Contact
Construction Re uirements
ISSUING DIVISION: Electric Engineering
SVP SPONSOR: Kevin Keating, Manager
SECTION: Pole Line Construction
Table of Contents
Signed by MHir A:eattirt
Date Signed 26 !fa,, 2016
SHEET: Sheet 1 of 11
OH 0825
Scope of Standard ........................................................................................................................... 2 Purpose of Revision ........................................................................................................................ 2 References ....................................................................................................................................... 2 Rescissions ................................... ..... .............................................................................................. 2 Definition of Terms ............................................................ ............................................................. 3 Overview ...................................................................... ..... .............................................................. 4 Route Design ....... ............................................................................................................................ 4 Cable Attachments .......................................................................................................................... 5 Span Guys ....................................................................................................................................... 7 Down Guys/ Anchors ...................................................................................................................... 8 Risers ............................................................................................................................................... 9 Equipment ....................................................................................................................................... 9 Signage .......................................................................................................................................... 10 Cross Arms .............................................................................................. ....................... ............... 11 Variance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Table of Figures
Figure 1: Fiber Placement on Pole .................................................................................................. 5 Figure 2: Location References on Cross Aims ............................................................................... 5 Figure 3: Cross Arm to Dead End Transition ................................................................................ 6 Figure 4: Example of Prohibited Span Guy Construction .............................................................. 7 Figure 5: Examples of Approved Span Guy Construction ............................................................. 7 Figure 6: Example of Riser Placement Locations ......................................................................... .. 9 Figure 7: Proper Brace Placement on a Cross Arm ...................................................................... 11 I Scope of Standard
This Document is intended to provide Third Party Applicants, who wish to attach to Silicon Valley Power's utility poles, guidelines on proper construction practices.

I Purpose of Revision
None, this is a new document that has not been previously issued by SVP Engineering.

I References
o National Electric Safety Code. David Marne. November 2011 o Rules for Overhead Electric Line Construction. General Order No. 95. Public Utilities Commission of the State of California. February 2014 o UG 1000, Installation of Underground Substructures by Developers, Silicon Valley Power, May 2014
I Rescissions
None, this is a new document that has not been previously issued by SVP Engineering.

By: Joseph Bruzzone, Skip Baydo
Approved: 05/26/2016 Third Party Pole Contact
Standard
Drawn By: Joseph Bruzzone, Skip Baydo
SHEET 2 of 11
OH 0825
Silicon Valley Power

Page 32 of 66 ends

City Council and Authorities ConcurrentAugust 27, 2024

City Council and Authorities Concurrent
August 27, 2024