Agenda packet — City Council and Authorities Concurrent, December 3, 2024 (part 2 of 7)

Total Participating Contingent
Debt Share Liability
NCPA 500,597 $ 35.19% 176,168 $
TANC 165,500 9.65% 15,973
Total 666,097 $ $ 192,141
In addition, the City would, under certain conditions, be liable to pay a portion of the costs associated with the operations of the entities. Under certain circumstances, such as default or bankruptcy of the other participants, the City may also be liable to pay a portion of the debt of these joint ventures on behalf of those participants and seek reimbursement from those participants.

Take-or-Pay commitments expire upon final maturity of outstanding debt for each project. Final fiscal year debt expirations as of June 30, 2023 are as follows:

Entitlement Debt Service
Project Debt Expiration Share % Share %
NCPA - Geothermal Project (NGP) July-2024 44.3905% 44.3905% NCPA - Hydroelectric Project (NHP) July-2032 37.0200% 37.0200% NCPA - Lodi Energy Center (NLEC) (1) June-2040 25.7500% 34.5385% TANC - CA-OR Transmission Project (COTP) May-2039 9.6887% 9.6512% (1) The SVP's debt service share in NLEC on issue one is 46.1588%, on issue two is 0%.

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A summary of the City’s “Take-or-Pay” contracts and related projects and its contingent liability for the debt service including principal and interest payments at June 30, 2023 is as follows (latest information available):

Fiscal Year NGP NHP NLEC COTP Total
2024 1,541,819 $ $ 13,733,507 $ 7,565,130 $ 1,348,027 $ 24,188,483 2025 1,545,765 13,367,196 7,565,513 1,465,120 23,943,594 2026 7,581,031 1,464,903 15,863,548
2027 7,721,815 1,464,831 16,008,774
2028 7,723,465 1,464,806 16,072,565
2029-2033
6,817,614
6,822,128
6,684,294
35,672,566 38,619,608 7,324,611 81,616,785
2034-2038 - 38,618,066 7,324,419 45,942,485
2039-2041 - - 22,527,489 1,465,338 23,992,827
Total 3,087,584 $ $ 83,297,305 $ 137,922,117 $ 23,322,055 $ 247,629,061 C. Northern California Power Agency (NCPA)
NCPA was formed in 1968 as a joint powers agency in the State of California. Its membership consists of sixteen public agencies. NCPA is generally empowered to sell, purchase, generate, transmit, manage electrical energy and provide regulatory and legislative advocacy. Members participate in the projects of NCPA on an elective basis. Therefore, the participation percentage varies for each project in which it participates.

A Commission comprised of one representative for each member governs NCPA. The Commission is responsible for the general management of the affairs, property, and business of NCPA. Under the direction of the General Manager, the staff of NCPA is responsible for providing various administrative, operating and planning services for NCPA and its associated power corporations.

Project Financing and Construction
NCPA’s project construction and development programs have been individually financed by project revenue bonds collateralized by NCPA’s assignment of all payments, revenues and proceeds associated with its interest in each project. Each project participant has agreed to pay its proportionate share of debt service and other costs of the related project, notwithstanding the suspension, interruption, interference, reduction or curtailment of output from the project for any reason. Certain of the revenue bonds are additionally supported by municipal bond insurance credit enhancements.

Hydroelectric Project
NCPA is contracted to finance, manage, construct, and operate Hydroelectric Project Number One for the licensed owner, Calaveras County Water District (CCWD). In exchange, NCPA has the right to the electric output of the project for 50 years from February 1982. NCPA also has an option to purchase power from the project in excess of the CCWD’s requirements for the subsequent 50 years, subject to regulatory approval.

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full capability (238MW), NCPA changed its steam field production from baseload to load-following and reduced average annual steam production. Along with other steam field operators in the area, the Agency began implementing various operating strategies to further reduce the rate of decline in steam production. The Agency has modified both steam turbine units and the associated steam collection system to enable generation with lower pressure steam at higher mass-flow rates to optimize the utilization of the available steam resource.

In fiscal year 2019-20, NCPA began a well-workover program to restore underperforming wells.

Based upon current operation protocols and forecasted operations, NCPA expects average annual generation and peak capacity to decrease further, reaching approximately 68 MW by the year 2040.

Combustion Turbine Project No. 1
NCPA originally owned five combustion turbine units, each of which is nominally rated at 25 MW, which are collectively known as the Combustion Turbine Project No. 1. These units were completed in 1986 and are designed to provide peak power and reserve requirements and emergency support. Effective September 1, 2010, two units located in the city of Roseville was sold to the City of Roseville. NCPA still owns and operates two units in the city of Alameda and one unit in the City of Lodi. Each purchaser is responsible under its power sales contract for paying an entitlement share in Combustion Turbine Project No. 1 of all NCPA’s costs of such project.

Lodi Energy Center
On May 24, 2010, SVP entered into an agreement with NCPA for a 25.75% interest in the Lodi Energy Center, a 280 MW combined cycle natural gas fired power plant, located in Lodi, California. The project received approval from the California Energy Commission in April 2010 and was placed into operation in November 2012. In January 2020, the Lodi Energy Center suffered a catastrophic turbine failure. NCPA replaced the turbine with a newer state-of-the-art turbine which could use hydrogen as a cleaner fuel source. The majority of the replacement cost was covered by NCPA’s insurance resulting in relatively minimal financial impact to project participants.

D. Transmission Agency of Northern California (TANC)
TANC was organized under the California Government Code pursuant to a joint powers agreement entered into by 15 Northern California utilities. The purpose of TANC is to provide electric transmission and other facilities for the use of its members through its authority to plan, acquire, construct, finance, operate and maintain facilities for electric power transmission. The joint powers agreement provides that the costs of TANC’s activities can be financed or recovered through assessment of its members or from user charges through transmission contracts with its members. Each TANC member has agreed to pay a pro-rata share of the costs to operate TANC and for payment of debt service, and has the right to participate in future project agreements.

The joint powers agreement remains in effect until all debt obligations and interest thereon have been paid, unless otherwise extended by the members.

California-Oregon Transmission Project
TANC is a participant and also the Project Manager of the California-Oregon Transmission Project (Project), a 340-mile long, 500-kilovolt alternating current transmission project between Southern Oregon and Central

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California. As Project Manager, TANC is responsible for the overall direction and coordination of all Project operations and maintenance, additions and betterments, and for general and administrative support.

As of June 30, 2023, the most recent data available, TANC’s investment in the Project was $545.2 million, less accumulated depreciation and amortization of $267.8 million.

In connection with its participation in the Project, TANC has an entitlement balance of the Project’s transfer capability of approximately 1,362 megawatts and is obligated to pay an average of approximately 80% of the operating costs associated with the Project. TANC incurred and initially capitalized all costs for project construction since they were expected to be recovered through reimbursement from Project participants and from the successful operations of the Project’s transmission lines. The Project agreement among the participating members provides that each member agrees to make payments, from its revenues, to TANC for project costs incurred and for payment of debt service.

Santa Clara has historically been obligated to pay 20.47% of TANC’s COTP operating and maintenance expenses and 20.70% of TANC’s COTP debt service and 22.16% of the Vernon acquisition debt. Santa Clara has also been entitled to 20.4745% of TANC’s share of COTP transfer capability (approximately 278 MW net of third party layoffs of TANC) on an unconditional take-or-pay basis. Starting on July 1, 2014 Santa Clara laid-off 147 MWs of this entitlement to other TANC members under a 25 year agreement. During the term of this agreement the parties taking on the entitlement will pay all associated debt service, operations and maintenance costs, and all administrative and general costs. Santa Clara’s portion of the operating and maintenance expenses and the COTP debt service is 10.004 %.

E. San Jose/Santa Clara Regional Wastewater Facility and Clean Water Financing Authority (SJSC)
The City and the City of San Jose jointly own the San Jose/Santa Clara Regional Wastewater Facility, (RWF).

The RWF provides wastewater treatment services to Santa Clara, San Jose, and seven other tributary agencies.

The City of San Jose is the administering agency for the RWF. The San Jose/Santa Clara Clean Water Financing Authority (Authority) was created in 1981 to provide financing for capital improvements at the RWF.

In 1959, the City and the City of San Jose entered into an agreement to construct and operate the RWF, (formerly referred to as the San Jose/Santa Clara Water Pollution Control Plant). Under the terms of the agreement, the cities own an undivided interest in the RWF and share in the capital and operating costs on a pro rata basis, determined by the ratio of each city’s assessed valuation to the sum of both cities assessed valuations. Such percentages are determined annually and applied to the capital and operating costs of the RWF, determined on an accrual basis. For the fiscal year ended June 30, 2023, the City’s portion of the plant capacity was approximately 19.741%, which is also its interest in the net position of the RWF.

Zero Waste Energy Development Company Ground Lease
On June 21, 2011, the San Jose City Council approved a ground lease with Zero Waste Energy Development Company (ZWED) to lease a portion of the former Nine Par landfill, which is a part of the San Jose/Santa

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Clara Regional Wastewater Facility lands. ZWED would lease the property in three phases. Under the terms of the proposed lease, ZWED will lease 40.7 acres from the City of San Jose for an initial term of seven years from the date of execution for all three leaseholds. The base rent for the initial phase (Phase 1) of the property would be payable as a proportional credit against the expenditure of site development costs estimated at $11.8 million or as a payment of $850,000 per year. Rent for the subsequent phases will be based on the amount of organic waste processed at the facility. Over the 30-year life of the lease, the estimate payment is a minimum of $16.5 million. The incoming revenue will be distributed between the City of Santa Clara, City of San Jose, and the tributary agencies to the RWF based on the master agreements with each agency.

South Bay Water Recycling Program
The South Bay Water Recycling Program (SBWR), a regional water reclamation program, is part of an action plan adopted by the Regional Water Quality Control Board (RWQCB) which limits the RWF on the amount of effluent discharged into San Francisco Bay in order to prevent conversion of salt marsh and destruction of endangered species habitat. Flow limits are not included in the current five year permit from the RQWCB.

SBWR has a master plan to guide the continued operation and potential expansion of the SBWR in the absence of the previous regulatory drivers. The master plan was completed in December of 2014 and accepted by the City of San Jose and the Santa Clara Valley Water District during fiscal year 2014-15.

Under the previously approved action plan, SBWR was required to reclaim 21.1 million gallons per day (MGD) of plant effluent for nonpotable use by November 1, 1997, (Phase 1) and an additional 24.30 MGD by December 31, 2000 (Phase 2). The action plan also requires assessment of alternatives for potable reuse, including a potable pilot plant to be coordinated with the Santa Clara Valley Water District. In addition to habitat preservation, the project reduces the mass trace contaminates discharged to the San Francisco Bay and provides a reliable source of water to offset potable water demands. The current master plan recognizes that primary drivers for the continued operation and expansion of the recycled water system are based in the need for water supply, rather than wastewater discharge reduction.

When first built, the SBWR distribution system included approximately 67 miles of pipe, a four million gallon reservoir, a transmission pump station, and two booster pump stations. These facilities were constructed between 1996 and 1998 at a capital cost of approximately $140 million funded by the tributary agencies, grants and bond proceeds. Santa Clara’s share of Phase 1 costs was approximately $20.07 million. Within Santa Clara, seven miles of distribution mains were added to the system in 2010 and 2011 and the entire SBWR distribution system now consists of over 140 miles of pipeline.

Proceeds from the City of San Jose 1995 Series A and B Bonds and other funds were used to pay for the City of San Jose’s share of Phase 1. The City contributed existing capital reserves, existing recycled water distribution system, and additional construction of system extensions. Other sources for funding of Phase 1 include U.S. Bureau of Reclamation grants, State of California Revolving Fund loans, $6.45 million transferred in fiscal year 1995 from the Clean Water Financing Authority to the City of San Jose Wastewater Treatment Plant Capital Fund, and cash contributions from other participating agencies. The 2010 and 2011 extensions of the distribution system were funded in part by a combination of grants from the American Recovery and Reinvestment Act of 2009 (ARRA) and the United State Bureau of Reclamation totaling $10.4 million.

In June 1997, the RWQCB approved the Proposed Revision to the South Bay Action Plan (the Plan), which describes the projects necessary to reduce average dry weather effluent flow from the RWF to below 120 MGD and protect salt marsh habitat for endangered species in the South Bay as required by RWQCB Order 94-117.

These projects include expanding the Phase 1 nonpotable water distribution system by extending additional

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piping, placing greater emphasis on water conservation programs, reducing infiltration inflow, augmenting stream flow, and creating wetlands. The estimated costs of $127.5 million has been funded through a combination of State Revolving Fund loans, Equipment Replacement Reserves, Sewage Treatment Plant Connection Fees, federal grants, in-kind services and cash contributions.

F. M-S-R Public Power Agency (MSR PPA)
MSR PPA is a joint power agency formed in 1980 by the Modesto Irrigation District, the City and the City of Redding, California, to develop or acquire and manage electric power resources for the benefit of the members.

The personnel of its members and contract professional staff perform the administrative and management functions of MSR PPA. The member’s income and expense sharing ratio is as follows: Modesto Irrigation District – 50%; City of Santa Clara – 35%; and City of Redding – 15%.

Prior to fiscal year ended December 31, 2020, SVP’s equity in MSR PPA’s net losses exceeds its investments and, therefore, the equity method of accounting for the investment was suspended. As of December 31, 2023, the date of the latest available audited financial statements, SVP was in a positive equity position of $14.3 million. The equity method of accounting of SVP’s investment in MSR PPA was applied. Under the joint exercise of power agreement, which formed MSR PPA, the City is responsible for funding up to 35 percent of MSR PPA’s operating cost, to the extent such funding is necessary. During the year ended June 30, 2024, the City funded its share of operating costs in the Electric Utility Enterprise Fund expenses.

MSR PPA’s principal activity is a 28.8% ownership interest in a 507-megawatt unit of a coal-fired electricity generating plant located in New Mexico (San Juan Plant). The San Juan plant was jointly owned by the Public Service Company of New Mexico (PNM) (38.5%), MSR PPA (28.8%) and other municipal power entities (32.7%). On December 31, 2017, MSR PPA divested its ownership interest in the San Juan plant and no longer receives electric energy or capacity from the San Juan Generating Station.

In 2006, MSR PPA entered into a Wholesale Purchase and Sale Agreement and a Shaping and Firming Agreement with Avangrid Renewables, Inc. to provide renewable wind energy to the Members from the Big Horn I Wind Energy Project (Big Horn I Project) with a nominal installed capacity of approximately 199.5 MW. The City receives the power purchased by MSR PPA from the Big Horn I Project. The City’s share equates to approximately a 105 MW share of the output. Power deliveries commenced on October 1, 2006 and will continue through September 30, 2026. Through an amendment of the original agreements MSR PPA has an obligation to continue to take the same output through September 30, 2031, or if the Big Horn Project is repowered MSR PPA will have a right of first offer to negotiate a long-term power purchase for such repowered project. The participation in this project is as follows: Modesto Irrigation District – 12.5%; City of Santa Clara – 52.5%; and City of Redding – 35%.

In 2009, MSR PPA entered into a Power Purchase Agreement and Redelivery Agreement with Avangrid Renewables Inc. to purchase additional wind power energy from the same site, called Big Horn II, with a nominal installed capacity of 50 MW for a twenty-year period. Deliveries of energy under this project began on November 1, 2010. The participation in this project is as follows: Modesto Irrigation District – 65%; City of Santa Clara – 35%.

M-S-R PPA San Juan
In 2015, the MSR PPA Commission approved a number of agreements (the “San Juan Restructuring Agreements”) to provide for the interests of MSR PPA and certain other San Juan Participants (the “exiting

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participants”) in the San Juan Generation Station to be transferred to the remaining San Juan Participants effective December 31, 2017. In addition to the ownership divesture, the San Juan Restructuring Agreements provide for, among other things, the allocation of ongoing responsibility for decommissioning costs, mine reclamation costs and any environmental remediation obligations among the exiting participants and the remaining San Juan Participants, and the establishment and funding of mine reclamation and plant decommissioning trust funds. The San Juan Restructuring Agreements were subsequently executed by all nine San Juan Generation Station owners and PNM Resources Development Company (a non-utility affiliate of PNM) and, following receipt of regulatory approvals, became effective on January 31, 2016. Various other implementing agreements and amendments to existing San Juan project agreements to effect the restructuring have also been executed. Closing of the ownership restructuring of the San Juan Generation Station and the divestiture of MSR PPA’s interests in San Juan Unit No. 4 was completed on schedule on December 31, 2017.

G. M-S-R Energy Authority (MSR EA)
MSR EA is a joint power agency formed in 2008 by the Modesto Irrigation District, the City of Santa Clara, and the City of Redding, California, to develop or acquire and manage natural gas resources for the benefit of the members. The personnel of its members and contract professional staff perform the administrative and management functions of MSR EA. The member’s income and expense sharing ratio is as follows: Modesto Irrigation District – 33.3%; City of Santa Clara – 33.4%; and City of Redding – 33.3%.

The City’s equity in MSR EA’s net losses exceeds its investment and, therefore, the equity method of accounting for the investment has been suspended. As of December 31, 2023, the date of the latest available audited financial statements, the City’s unrecognized share of member’s deficit of MSR EA was $27.2 million.

Under the joint exercise of power agreement, which formed MSR EA, the City is responsible for funding up to 33.4% of MSR EA’s operating cost, to the extent such funding is necessary. During the year ended June 30, 2024, the City funded its share of operating in the Electric Utility Enterprise Fund expenses.

In 2009, the City of Santa Clara, along with the Cities of Modesto and Redding participated in the M-S-R Energy Authority Gas Prepay Project. The Gas Prepay Project provides the City of Santa Clara, through a Gas Supply Agreement with MSR EA dated September 10, 2009, a secure and long-term supply of natural gas of 7,500 MM Btu (Million British thermal unit) daily or 2,730,500 MM Btu annually through December 31, 2012, and 12,500 MM Btu daily, or 4,562,500 MM Btu annually thereafter until September 30, 2039. The agreement provides this supply at a discounted price below the spot market price (the Pacific Gas & Electric City gate index) over the next 30 years. As of December 31, 2023, bonds issued by MSR EA to finance the City’s share of the Gas Prepay Project were outstanding in the principal amount of $482,400,000. These bonds were initially sold on August 27, 2009. Under the Gas Supply Agreement, MSR EA will bill the City for actual quantities of natural gas delivered each month on a “take-and-pay” basis. MSR EA has contracted with Citigroup Energy, Inc. (“CEI”) to use the proceeds of the Gas Prepay bond issue to prepay CEI for natural gas. CEI has guaranteed repayment of the bonds, and responsibility for bond repayment is non-recourse to the City of Santa Clara. Moreover, any default by the other Gas Prepay Project participants is also non-recourse to the City.

H. Silicon Valley Animal Control Authority
The City is a member of the Silicon Valley Animal Control Authority, (SVACA), established in 2000 to deliver animal control and sheltering services to three communities: the cities of Santa Clara, Campbell, and Monte Sereno. SVACA provides field and shelter services and staffing to support adoption and spay/neuter programs.

SVACA purchased and retrofitted an existing cold-shell office building in Santa Clara that became a fully

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operating animal shelter. The shelter opened in the third quarter of 2006. SVACA is governed by a Board of Directors comprised of one appointed Councilmember from each of the four member cities.

During the fiscal year ended June 30, 2024, the City of Santa Clara contributed $1,143,543 to SVACA. The City’s equity interest in SVACA was $5,501,554 at June 30, 2023 (the most recent audited information available). Audited financial statements are available from SVACA, located at 3370 Thomas Road, Santa Clara, CA 95051.

NOTE 13 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN A. Plan Description
The City contributes to the California Public Employees Retirement System (CalPERS), an agent multipleemployer defined benefit plan, which is a public employee retirement system that acts as a common investment and administrative agent for participating public entities within the State of California. CalPERS offers a menu of benefit provisions and other requirements that are established by State statutes within the Public Employee Retirement law. The City selects optional benefit provisions from the benefit menu by contract with CalPERS and adopts those benefits through local ordinance. CalPERS issues a separate Annual Comprehensive Financial Report. Copies of the CalPERS’ annual financial report may be obtained from the CalPERS website at www.calpers.ca.gov.

The City’s defined benefit pension plans for Miscellaneous and Safety employees with CalPERS provide retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. All permanent (full-time and part-time) and eligible “as-needed” hourly City employees are required to participate in CalPERS. Employees fall under two categories, Classic and PEPRA. Employees hired on or before December 31, 2012, are considered Classic PERS members. Employees hired on or after January 1, 2013, fall into the PEPRA PERS members.

B. Pension Plan Benefits
On September 12, 2012, the State of California passed Assembly Bill (AB) 340, which created the Public Employees’ Pension Reform Act (PEPRA). PEPRA implemented new benefit formulas and final compensation period, as well as new contribution requirements for new employees hired on or after January 1, 2013, who meet the definition of new member under PEPRA. Please refer to the Pension Reform section of the CalPERS website for more information regarding when an employee will be considered a new member under PEPRA.

Benefits for employees in the Miscellaneous Plan and Safety Plan vest after five years of CalPERS credited service. The retirement benefits are based on the retiree’s age, years of CalPERS credited service, and benefit factor of 2.7% at 55 for the Classic Miscellaneous Plan members and 3% at 50 for the Classic Safety Plan members. For members under PEPRA, the benefit factor is reduced to 2% at 62 for the Miscellaneous Plan and 2.7% at 57 for the Safety Plan.

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Miscellaneous Plan
Participants in this plan are eligible for service retirement and receive graduated benefits upon attaining the age of 50 and with at least five years of credited service with a CalPERS employer. The service retirement benefit is a monthly allowance equal to the product of the benefit factor (2.7% at 55 for Classic members or 2% at 62 for PEPRA members), years of service, and final compensation (monthly average of member’s highest 12 or 36 (for new members) consecutive months full-time equivalent monthly pay). The service retirement benefit for this group is not capped. The compensation limit for Classic members for the 2024 calendar year is $345,000. Employees with membership dates prior to July 1, 1996, are not impacted by this limit. The compensation limit for PEPRA for calendar year 2024 is $151,446 for employees covered by Social Security and is adjusted annually with the CPI for all Urban Consumers.

Safety Plan
Participants in this plan are eligible for service retirement upon attaining the age of 50 and with at least five years of credited service with a CalPERS employer. The service retirement benefit is a monthly allowance equal to the product of the benefit factor (3% at 50 for Classic members or 2.7% at 57 for new members), years of service, and final compensation. For Classic Fire Safety employees, the final compensation is the monthly average of member’s highest 36 consecutive months full-time equivalent monthly pay for both Classic and new members, and for Classic Police Safety employees, it is the monthly average of the member’s highest 12 or 36 (for new members) consecutive months full-time equivalent monthly.

The service retirement benefit for the Safety Plan group is capped at 90% of final compensation for the Classic members. PEPRA members have an annual compensation limit on reportable earnings. The compensation limit for calendar year 2024 is $181,734 for employees not covered by Social Security and is adjusted annually with the CPI for all Urban Consumers.

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The Plans provisions and benefits in effect at June 30, 2024 are summarized as follows:

Hire date
Prior to
January 1,
2013
On or After
January 1,
2013
Prior to
January 1,
2013
On or After
January 1, 2013
Benefit formula 2.7% @ 55 2.0% @ 62 3.0% @ 50 2.7% @ 57 Benefit vesting schedule 5 years service 5 years service 5 years service 5 years service Benefit payments monthly for life monthly for life monthly for life monthly for life Retirement age 50 - 55 52 - 67 50 50 - 57
Monthly benefits, as a % of
eligible compensation 2.00% - 2.70% 1.00% - 2.50% 3.00% 2.00% - 2.70% Required employee contribution rates 8.00% 7.00%
Public Safety - Fire 9.00% 11.75%
Public Safety - Police 9.00% 11.75%
Required employer contribution rates 11.83% 11.83% 23.05% 23.05% Required unfunded liability contribution
Miscellaneous Safety
$26,529,833 $23,198,740
Beginning in fiscal year 2015-16, CalPERS collects employer contributions for the Plan as a percentage of payroll for the normal cost portion as noted in the rates above and as a dollar amount for contributions toward the unfunded liability. The dollar amounts are billed on a monthly basis or the City can elect a discounted lump sum payment option, which the City elected to do in fiscal year 2023-24. The City’s required contribution for the miscellaneous plan’s unfunded liability was $26,529,833 in fiscal year 2023-24. The City’s required contribution for the safety plan’s unfunded liability was $23,198,740 in fiscal year 2023-24.

Employees Covered
At the valuation date, June 30, 2022, and measurement date June 30, 2023, the following employees were covered by the benefits terms for each Plan:

Miscellaneous Safety
1,075 513
582 89
Active employees 717 272
Total 2,374 874
Inactive employees or beneficiaries currently
receiving benefits
Inactive employees entitled to but not yet
receiving benefits

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C. Contributions
Section 20814(c) of the California Public Employees’ Retirement Law requires that the employer contribution rates for all public employers are determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. Funding contributions for both Plans are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. For the year ended June 30, 2024, the City’s contributions to the miscellaneous and safety plans were $37,993,602 and $37,050,903, respectively.

D. Net Pension Liability
The City’s net pension liability for each Plan is measured as the total pension liability, less the pension plans’ fiduciary net position. The net pension liability of each of the Plans is measured as of June 30, 2023, using an annual actuarial valuation as of June 30, 2022, rolled forward to June 30, 2023, using standard update procedures. A summary of principal assumptions and methods used to determine the net pension liability is shown below.

Valuation Date
Measurement Date
Actuarial Cost Method
Actuarial Assumptions:

Discount Rate
Inflation
Payroll Growth
Projected Salary Increase
Investment Rate of Return (1)
Post Retirement Benefit Increase
Mortality (2)
(1) Net of pension plan investment and administrative expenses; including inflation All Plans
June 30, 2022
June 30, 2023

6.90%

2.30%
Entry-Age Normal Cost Method
Derived using CalPERS' membership data for all funds
(2) The probabilities of mortality are based on the 2021 CalPERS Experience Study for the period from 2001 to 2019. Pre-retirement and post-retirement mortality rates include generational mortality improvement using 80% of Scale MP-2020 published by the Society of Actuaries. For more details on this table, please refer to the CalPERS' November 2021 experience study report available on CalPERS' website.

The lesser of Contract COLA or 2.3% until Purchasing Power applies, 2.3% thereafter

2.80%
Varies by Entry-Age and Service

6.90%

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Discount Rate
The discount rate used to measure the total pension liability for the Plan was 6.90%. The projection of cash flows used to determine the discount rate for the Plan assumed that contributions from all plan members in the Public Employees Retirement Fund (PERF) will be made at the current member contribution rates and that contributions from employers will be made statutorily required rates, actuarially determined. Based on those assumptions, the Plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members for all plans in the PERF. Therefore, the long-term expected rate of return on plan investments was applied to all period of projected benefit payments to determine the total pension liability for the Plan.

The long-term expected rate of return on pension plan investments was determined using a building-block method in which expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class.

In determining the long-term expected rate of return, CalPERS took into account both short-term and longterm market return expectations. Using historical returns of all the funds’ assets classes, expected compound (geometric) returns were calculated over the next 20 years using a building-block approach. The expected rate of return was then adjusted to account for assumed administrative expenses of 10 Basis points.

The table below reflects the real rates of return by asset class.

Asset Class (1)
Assumed Asset
Allocation
Real Return
(1)&(2)
Global Equity - Cap-weighted 30.00% 4.54%
Global Equity - Non-Cap-weighted 12.00% 3.84%
Private Equity 13.00% 7.28%
Treasury 5.00% 0.27%
Mortgage-backed Securities 5.00% 0.50%
Investment Grade Corporates 10.00% 1.56%
High Yield 5.00% 2.27%
Emerging Market Debt 5.00% 2.48%
Private Debt 5.00% 3.57%
Real Assets 15.00% 3.21%
Leverage -5.00% -0.59%
100.00%
(1) An expected inflation of 2.30% used for this period. (2) Figures are based on the 2021 Asset Liability Management study.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 13 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 128
E. Changes in the Net Pension Liability
The changes in the Net Pension Liability for each Plan follows:

Miscellaneous Plan:

Total Pension
Liability
Plan Fiduciary Net
Position
Net Pension
Liability/(Asset)
Balance at June 30, 2022 measurement date $ 545,286,347 872,811,236 $ 327,524,889 $ Changes in the year:

Service cost - 16,468,193 16,468,193
Interest on the total pension liability - 59,622,333 59,622,333 Changes of benefit terms - 643,992 643,992
Differences between expected and actual
experience - 7,491,260 7,491,260
Contributions - employer 36,574,733 - (36,574,733)
Contributions - employees 6,418,087 - (6,418,087)
Net investment income 34,061,981 - (34,061,981)
Benefit payments, including refunds of
employee contributions (50,177,599) (50,177,599) -
Administrative expense (400,978) - 400,978
Net changes 34,048,179 26,476,224 7,571,955
Balance at June 30, 2023 measurement date $ 571,762,571 906,859,415 $ 335,096,844 $ Increase (Decrease)

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 13 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 129
Safety Plan:

Total Pension
Liability
Plan Fiduciary Net
Position
Net Pension
Liability/(Asset)
Balance at June 30, 2022 measurement date $ 589,494,676 923,607,390 $ 334,112,714 $ Changes in the year:

Service cost - 17,572,981 17,572,981
Interest on the total pension liability - 63,455,937 63,455,937 Changes of benefit terms - 261,381 261,381
Differences between expected and actual
experience - 12,903,735 12,903,735
Contributions - employer 34,987,003 - (34,987,003)
Contributions - employees 6,145,378 - (6,145,378)
Net investment income 36,533,713 - (36,533,713)
Benefit payments, including refunds of
employee contributions (51,815,487) (51,815,487) -
Administrative expense (433,487) - 433,487
Net changes 42,378,547 25,417,120 16,961,427
Balance at June 30, 2023 measurement date $ 614,911,796 965,985,937 $ 351,074,141 $ Combined Total $ 1,186,674,367 1,872,845,352 $ 686,170,985 $ Increase (Decrease)
Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability of the City for each Plan, calculated using the discount rate for each Plan, as well as what the City’s net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower or 1-percentage point higher than the current rate:

Miscellaneous Safety
1% Decrease 5.90% 5.90%
Net Pension Liability 448,628,717 $ 479,585,017 $
Current Discount Rate 6.90% 6.90%
Net Pension Liability 335,096,844 $ 351,074,141 $
1% Increase 7.90% 7.90%
Net Pension Liability 240,809,716 $ 245,627,700 $
Pension Plan Fiduciary Net Position
Detailed information about each pension plan’s fiduciary net position is available in the separately issued CalPERS financial reports.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 13 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 130
F. Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions For the year ended June 30, 2024, the City recognized pension expense of $48,466,316 for the Miscellaneous Plan and $55,294,482 for the Safety Plan, for total pension expense of $103,760,798.

At June 30, 2024, the City reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

Miscellaneous Plan:

Deferred Outflows
of Resources
Deferred Inflows
of Resources
Pension contributions subsequent to measurement date 37,993,602 $ - $ Changes of assumptions - 10,004,809
Differences between expected and actual experience 5 (1,482,816) ,377,517 Net differences between projected and actual earnings
on pension plan investments - 25,549,781
Total $ 78,925,709 $ (1,482,816)
Safety Plan:

Deferred Outflows
of Resources
Deferred Inflows
of Resources
Pension contributions subsequent to measurement date 37,050,903 $ - $ Changes of assumptions - 13,398,400
Differences between expected and actual experience 1 (1,751,797) 2,212,911 Net differences between projected and actual earnings
on pension plan investments - 27,859,885
Total $ 90,522,099 $ (1,751,797)
Combined Total $ 169,447,808 $ (3,234,613)
The reported $37,993,602 for the Miscellaneous Plan and $37,050,903 for the Safety Plan deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended June 30, 2025. Other amounts reported as deferred outflows of

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 13 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 131
resources and deferred inflows of resources related to pension will be recognized as pension expense as follows:

Measurement Period
Ended June 30
Miscellaneous Plan
Annual Amortization
Safety Plan
Annual Amortization
2024 12,946,100 $ 16,953,916 $
2025 7,161,326 12,066,097
2026 18,686,917 21,958,301
2027 654,948 741,085
NOTE 14 – RETIREMENT PLAN - DEFINED CONTRIBUTION PLAN
The City’s Public Agency Retirement System Plan (PARS Plan) is a compulsory retirement plan that qualifies under Section 401 of the Internal Revenue Code covering City employees who are not members of CalPERS.

Under the provisions of the PARS Plan, the City makes no contributions; however, all administrative costs of the plan are funded by the City. The PARS Plan administrator is Phase II Systems. The total assets of the PARS Plan are held in trust for the employees and are not included in the City’s assets or equity.

NOTE 15 – DEFERRED COMPENSATION PLAN
City employees may defer a portion of their compensation under a City sponsored deferred compensation plan created in accordance with Internal Revenue Code Section 457. Under this plan, participants are not taxed on the deferred portion of their compensation until distributed to them; distributions may be made only at termination, retirement, death or in an emergency as defined by the Internal Revenue Service.

The Plan is part of the public agency agent multiple-employer defined contribution plan that is administered by Nationwide. Benefit provisions under the Plan are established by City Resolution.

The laws governing deferred compensation plan assets require plan assets to be held by a trust for the exclusive benefit of plan participants and their beneficiaries. Since the assets held under these plans are not the City’s property and are not subject to City control, they have been excluded from these financial statements.

The City has no liability for any losses incurred by the Plan and does not participate in any gains, but does have the duty of due care that would be required of an ordinary prudent investor. The City has a contract with Nationwide to manage and invest the assets of the Plan. The administrator pools the assets of the Plan with those of other participants and does not make separate investments for the City. The assets in the Plan are the sole property of the participants or their beneficiaries. Since the assets held under the Plan are not the City’s property and are not subject to claims by general creditors of the City, they have been excluded from these financial statements. The Plan requires investments to be stated at fair market value and it requires all gains and losses on Plan investments to accrue directly to participant accounts.

Under the terms of the Memorandum of Understanding (MOU) with the Police Officers Association Unit 2, Police Officers Association Recruits Unit 2R, the Engineers of the City Unit 4, the Unclassified Police

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 15 – DEFERRED COMPENSATION PLAN (continued)
132
Management Association Unit 9A, the Unclassified Fire Management Employees Unit 9B, and the Public Safety Non‐Sworn Employees Association Unit 10, the City is required to make a monthly contribution to each employee who is enrolled in the City’s Section 457 deferred compensation plan.

Under the terms of the MOU with the City’s Employees Association Unit 578, the City has exercised its discretion to provide a one-time discretionary cash payment equivalent to approximately 1.0% of the employee’s base pay for regular employees (pro-rated for part-time employees) in the bargaining unit. The one-time discretionary cash payment was paid on June 28, 2024. Employees were provided the option to receive the one-time discretionary payment as cash or as a contribution to the employee’s deferred compensation account.

The City’s required contributions for the year ended June 30, 2024 totaled $656,195.

NOTE 16 – OTHER POST EMPLOYMENT BENEFITS
A. Plan Description
The City’s agent multiple-employer defined benefit Other Post Employment Benefit (OPEB) Plan, which was established by City Council in fiscal year 2007-08 in accordance with GAAP, provides reimbursements to retirees for qualified expenses. Employees who have retired from the City with at least ten years of service and meet certain criterion based upon retirement date, household income in the most recent calendar year and age are entitled to reimbursements for qualified expenses. Annual maximum reimbursement amounts differ depending on when an employee retired from City service. The majority of retirees may be eligible for a maximum of $4,932 in annual reimbursements. Amendments to benefit provisions are negotiated by the various bargaining units at the City and must be approved by Council. In fiscal year 2007-08, the City established an irrevocable exclusive agent multiple-employer defined benefit trust which is administered by Public Agency Retirement Services (PARS). The City is the Plan administrator, and PARS administers the investment trust for the City’s Plan. The trust is used to accumulate and invest assets necessary to reimburse retirees. Separate financial reports are issued by PARS for the OPEB Plan Trust. The report can be obtained by writing to PARS at 4350 Von Karman Avenue, Suite 100, Newport Beach, CA 92660, or by calling 1-800- 540-6369.

For purposes of measuring the net OPEB liability, deferred outflows of resources and deferred inflows of resources related to OPEB, and OPEB expense, information about the fiduciary net position of the OPEB plan and additions to and deduction from the OPEB’s fiduciary net position have been determined on the same bases. For this purpose OPEB benefit payments are recognized when currently due and payable in accordance with the benefits terms. Investments are report at fair value.

Generally accepted accounting principles require that the reporting results must pertain to liability and asset information within certain defined timeframes. For the fiscal year 2023-24, the following time frames were used.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 16 – OTHER POST EMPLOYMENT BENEFITS (continued)
133
Measurement Date
Measurement Period
Actuarial valuation date (1)
June 30, 2024
June 30, 2022
July 1, 2023 to June 30, 2024
(1) Update procedures were used to roll forward the Total OPEB liability from the valuation date to the measurement date.

B. Plan Membership
As of June 30, 2024, membership in the plan consisted of the following:

Number of
Covered Employees
641
254
Active employees 1,011
Total 1,906
Inactive employees currently receiving benefits
Inactive employees entitled to but not yet receiving
benefit payments
C. Contributions
The OPEB Plan trust annual contributions are based upon actuarial determine contributions. The contribution requirements are established and may be amended by the City Council. Plan members do not make contributions to the plan; the plan is funded entirely by employer contributions. For the fiscal year ending June 30, 2024 the City’s cash contributions were $4,175,000 in payments to the trust, $19,208 in administrative expenses paid outside of the trust, and the estimated implied subsidy was $1,054,000, for total contributions of $5,248,208.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 16 – OTHER POST EMPLOYMENT BENEFITS (continued)
134
D. Net OPEB Liability
The City’s net OPEB liability was measured as of June 30, 2024 and the total OPEB liability used to calculate the Net OPEB liability was determined by an actuarial valuation dated June 30, 2022, rolled forward to June 30, 2024 using standard actuarial methods, based on the following actuarial methods and assumptions:

Actuarial Assumptions
Actuarial Assumption
Actuarial valuation date
Discount rate
Inflation
Salary increases
Investment rate of return
Funding policy
Mortality, Disability,
Termination, and Retirement
Mortality Improvement
Healthcare cost trend rates
Healthcare participation for future
retirees - Cash subsidy
Healthcare participation for future
retirees - PEMHCA implied subsidy
PEMHCA minimum only: Currently covered: 50%, Waived: 25% Other plans: : Currently covered: 80%, Waived: 40%
Significant Actuarial Assumptions Used in Total OPEB Liability Crossover analysis showed benefit payments always fully funded by plan assets
June 30, 2024 Measurement Date
June 30, 2022

4.50% at June 30, 2024

2.50%
Medicare (Non-Kaiser) - 7.5% for 2024, scaling down to 3.45% in year 2076
PARS portfolio: Moderately Conservative
Non-Medicare - 8.5% for 2024, scaling down to 3.45% in year 2076 Mortality projected fully generational with Scale MP-2021 Aggregate 2.75%
PEMHCA minimum only: Currently covered: 50%, Waived: 25% Other plans: : Currently covered: 80%, Waived: 25%
CalPERS 2000-2019 Experience Study
Full pre-funding to PARS trust

4.50% at June 30, 2024
Medicare (Kaiser) - 6.25% for 2024, scaling down to 3.45% in year E. Discount Rate
The discount rates used to measure the total OPEB liability was 4.50% as of June 30, 2024. The projection of cash flows used to determine the discount rate assumed that City contributions will be made at rate equal to the actuarially determined contributions rates. Based on those assumptions, the OPEB plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 16 – OTHER POST EMPLOYMENT BENEFITS (continued)
135
Therefore, the long-term expected rate of return on OPEB plan investments was applied to all periods of projected benefit payments to determine the total OPEB liability.

Asset Class Target Allocation
Long-Term Expected
Real Rate of Return
Global Equity 30% 4.56%
Mutual Funds - Fixed Income 65% 0.78%
Cash and equivalent 5% -0.50%
100%
Expected Inflation 2.50%
Discount Rate 4.50%
F. Changes in the OPEB Liability
The changes in the Net OPEB liability and Fiduciary Net Position are as follows:
2024 2023
Total OPEB Liability $ 69,211 $ 67,386
Fiduciary Net Position (33,513) (29,668)
Net OPEB Liability $ 37,718 35,698 $
Plan Fiduciary Net Position as a
percentage of the Total OPEB Liability 48.4% 44.0%
Net OPEB Liability
(In Thousands)

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 16 – OTHER POST EMPLOYMENT BENEFITS (continued)
136
The changes in Net OPEB details as follow:

Total OPEB
Liability
Plan Fiduciary
Net Position
Net OPEB
Liability/(Asset)
Balance at June 30, 2023 measurement date 67,386 $ 29,668 $ 37,718 $ Changes in the year:

Service cost - 2,303 2,303
Interest - 3,056 3,056
Contributions - employer (1) 5,248 - (5,248)
Net investment income 2,249 - (2,249)
Benefit payments (3,535) (3,535) -
Administrative expense (118) - 118
Net changes 3,844 1,824 (2,020)
Balance at June 30, 2024 measurement date $ 69,210 $ 33,512 $ 35,698 (1) Includes implied subsidy of $1,054 thousand
Increase (Decrease)
Changes in Net OPEB Liability
(In Thousands)
G. Sensitivity of the Net OPEB Liability to Changes in the Discount Rate The following table presents the net OPEB liability of the Plan as of June 30, 2024, calculated using the discount rate of 4.50%, as well as what the plan’s net OPEB liability would be if it were calculated using a discount rate that is 1% point lower or 1% point higher than the current rate. 1% Decrease Current Rate 1% Increase
(3.50%) (4.50%) (5.50%)
Net OPEB Liability 44,519 $ 35,698 $ 28,394 $
Sensitivity of Net OPEB Liability to Changes in Discount Rate (In Thousands)
H. Sensitivity of the Net OPEB Liability to Healthcare Cost Trend Rates The following table presents the net OPEB liability of the City, as of June 30, 2024, as well as what the City’s net OPEB liability would be if it were calculated using healthcare cost trend rates that are 1% point lower or 1% point higher than the current rate.
1% Decrease Current Rate 1% Increase
Net OPEB Liability 26,317 $ 35,698 $ 47,353 $
Sensitivity of Net OPEB Liability to Changes in Healthcare Care Trend Rates (In Thousands)

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 16 – OTHER POST EMPLOYMENT BENEFITS (continued)
137
I. OPEB Expense and Deferred Outflows and Inflows of Resources Related to OPEB For the year ended June 30, 2024, the City recognized OPEB expense as follows:
2024
Fund level expense $ 4,194
Actuarial Expense (1,037)
OPEB Expense $ 3,157
OPEB Expense
(In Thousands)
As of fiscal year ended June 30, 2024, the City reported deferred outflows as of resources related to OPEB from the following sources.

Deferred Outflows
of Resources
Deferred Inflows
of Resources
Changes of assumptions $ 697 624 $
Differences between expected and actual experience 1,283 - Net differences between projected and actual earnings
on OPEB plan investments - 986
Total $ 1,610 $ 1,980
Deferred Outflows and Inflows Balance
(In Thousands)
Amounts reported as deferred outflows of resources related to OPEB will be recognized as expense as follows:

For the Year ending June 30 Amount
2025 $ 66
2026 627
2027 (454)
2028 (569)
2029 (40)
Recognition of Deferred Outflows and Inflows of Resources in Future OPEB Expense (In Thousands)
NOTE 17 – ELECTRIC UTILITY - SILICON VALLEY POWER (SVP) The City’s Electric Utility Department provides electricity to City residents and businesses under the name Silicon Valley Power (SVP).

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 17 – ELECTRIC UTILITY – SILICON VALLEY POWER (SVP) (continued) 138
A. Long-term Power Purchase Contracts
The City purchases wholesale electric power from various participants of the Western Systems Power Pool (WSPP), NCPA, MSR Public Power Agency (Note 12), Western Area Power Administration, and other sources to supply the power requirements of the City’s electric utility customers under long-term power purchase agreements (PPAs). The City actively manages the financial risks inherent in these PPAs, including the risks arising from the changing spot market prices that move above and below the contract prices and from contract disputes that may arise from time to time. The proceeds and costs related to generation, either owned or under PPAs, except ancillary services are included in enterprise fund materials, services and supplies expense and excluded from wholesale resources purchase.

B. Restructuring of the California Electric Industry
Deregulation Legislation and Direct Access
The passage of AB1890 in 1998 triggered fundamental changes in the structure of the electric industry in California. Generally, AB1890 provided for creation of the California Power Exchange (Cal PX), which was to be a clearinghouse for energy transactions among investor-owned utilities, independent generators and power marketers, who in turn would serve so called direct-access customers. AB1890 also created the California Independent System Operator (CAISO), which was to manage the state’s bulk transmission grid.

However, in 2000 and 2001, the price of electricity at the Cal PX became extremely high, and investor-owned utilities were unable to pay for the energy that they needed from the Cal PX. Eventually the Cal PX filed for bankruptcy and was dismantled. Investor-owned utility PG&E and several energy marketers would also file for bankruptcy and over a decade of litigation ensued.

The CAISO, however, continues to manage the state’s bulk electric system and the day-ahead and day-of markets, and it has implemented various price controls and tariffs in an effort to avoid repeating the mistakes of 2000 and 2001. Along with balancing control area responsibility, the CAISO has also announced that it will take on the role of reliability coordinator for the region.

Energy Wholesale Trading and Risk Management
SVP participates in the wholesale gas and power market and the CAISO’s centralized market. Since CAISO’s Market Redesign and Technology Upgrade (MRTU), CAISO has become the ultimate buyer and seller in the California day ahead market. Therefore, SVP engages in the trading of commodity forward contracts (gas and electric energy contracts) to secure fuel supply and hedge daily power purchase/sales from/to CAISO. The primary type of forward contracts SVP currently engages in is the Futures contracts SVP transacts on Intercontinental Exchange (ICE). The Futures transactions for both natural gas and power are recorded on cash basis under Wholesale Trading activities starting fiscal year 2022-23. Activities during the fiscal year were substantially considered hedging transactions and, as such, have been accounted for using the settlement method of accounting. Accordingly, related gross sales and purchases totaling $11.5 million and $9.8 million, respectively, for fiscal year ended June 30, 2024, have been separately reported on the statement of revenues, expenses and changes in net position.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 17 – ELECTRIC UTILITY – SILICON VALLEY POWER (SVP) (continued) 139
is critical to its continued success and contribution to the entire utility. A Risk Management Committee, separate from the units that create the risk exposures, overseen by a Risk Oversight Committee that reports ultimately to the City Council, administers and monitors compliance with the risk policies and procedures on a regular basis. The City and SVP believe that it has the resource commitment, and effective policies and procedures, and is continuing to improve the control structure and oversight for evaluating and controlling the market and credit risks to which it is exposed.

Credit Arrangements
The City of Santa Clara electric utility maintains credit policies, procedures, and systems that help mitigate credit risk and minimize overall credit risk exposure. The policies include transacting only with investment grade counterparties, evaluating potential counterparties’ financial condition and assigning credit limits as applicable. These credit limits are established based on risk and return considerations under terms customarily available in the industry. Additionally, SVP is a signatory to the WSPP netting agreement supplement and otherwise, enters into master netting arrangements whenever possible and, where appropriate, obtains collateral prior to trade execution. Master netting agreements incorporate rights of setoff that provide for the net settlement of subject contracts with the same counterparty in the event of default.

NOTE 18 – NET POSITION/FUND EQUITY
Net Position is measured on the full accrual basis and presented in the Government-wide Financial Statements, while Fund Balance is measured on the modified accrual basis and presented in the Governmental Funds Financial Statements.

A. Government-wide Financial Statements - Net Position
Net Position is the excess of all the City’s assets and deferred outflow of resources over all its liabilities and deferred inflow of resources, regardless of fund. Net Position is divided into three captions. These captions apply only to Net Position, which is determined only at the government–wide level, and are described below:

Net investment in capital assets describes the portion of Net Position which is represented by the current net book value of the City’s capital assets, less the outstanding balance of any debt issued to finance these assets.

Restricted describes the portion of Net Position which is restricted as to use by the terms and conditions of agreements with outside parties, governmental regulations, laws, or other restrictions which the City cannot unilaterally alter. These principally include developer fees received for use on capital projects, debt service requirements, and redevelopment funds restricted to low and moderate-income purposes.

Unrestricted describes the portion of Net Position which is not restricted as to use.

B. Governmental Fund Financial Statements - Fund Balances The City categorizes fund balance in accordance with GAAP. The following classifications describe the relative strength of the spending constraints placed on the purposes for which resources can be used:

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 18 – NET POSITION/FUND EQUITY (continued)
140
Nonspendable Fund Balance
Amounts that cannot be spent either because they are in a nonspendable form or are required to be maintained intact.

Restricted Fund Balance
Amounts that are constrained to specific purposes by federal, state, county, local laws, or externally imposed conditions by grantors or creditors.

Committed Fund Balance
Amounts that can only be used for specific purposes pursuant to constraints imposed by the City Council, the City’s highest level of decision-making authority, through resolutions. These committed amounts cannot be used for any other purpose unless the Council removes or changes the specific uses through the same type of formal action taken to establish the commitment. These Council actions must occur prior to June 30th of the applicable fiscal year.

Assigned Fund Balance
Amounts that are constrained by the City’s intent are to be used for specific purposes, but are neither restricted nor committed. The City Council delegated the authority to assign amounts to be used for specific purposes to the City Manager per Ordinance 1784, September 16, 2003.

Unassigned Fund Balance
These are either residual positive net resources of the General Fund in excess of what can properly be classified in one of the other four categories in the General Fund, or negative balances in all other funds. The Unassigned Fund Balance includes the Budget Stabilization (Emergency) and Capital Projects Reserves, and other undesignated fund balances. The balances in these accounts are $56.6 million, $24.8 million, and $27.8 million, respectively. Additional information is described in the Stabilization Arrangement section of this note.

Under the City’s encumbrance system of accounting, a portion of fund balance that has been encumbered for a specific future use is classified in the appropriate fund balance component based on the nature of the encumbrance.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 18 – NET POSITION/FUND EQUITY (continued)
141
Fund Balance Classification
Non-Major Fund Balance
General Santa Clara Governmental June 30,
Fund Housing Successor Funds 2023
Nonspendable:

Receivables, inventory & prepaid $ - 36,917 $ - $ 36,917 $ Leases - 5,843,134 - 5,843,134
Total Nonspendable - 5,880,051 - 5,880,051
Restricted For:

Gas tax programs - - 4,889,228 4,889,228
Housing & Community Development 5,868,807 - 19,167,638 25,036,445 Maintenance districts - - 2,474,601 2,474,601
Operating grants - - 4,928,385 4,928,385
Debt service - - 785,417 785,417
Environmental enforcements - 580,761 - 580,761
Parks & recreation - - 47,280,005 47,280,005
Streets and highway - - 46,297,616 46,297,616
Public safety - 831,708 - 831,708
Library - 19,488 - 19,488
Public facilities - 261,272 3,197,254 3,458,526
Donations - 921,185 434,784 1,355,969
Pension rate stabilization program - 29,226,846 - 29,226,846 Storm drain - - 300,760 300,760
Total Restricted 5,868,807 31,841,260 129,755,688 167,465,755 Committed to:

Housing programs - - 1,217,992 1,217,992
Parks & recreation - - 1,115,843 1,115,843
Streets and highway - - 14,678,115 14,678,115
Storm drain - - 4,574,099 4,574,099
Public safety - - 1,264,005 1,264,005
Library - - 261,531 261,531
Public facilities - - 23,160,518 23,160,518
Building inspection - - 37,356,871 37,356,871
Land investment - 18,481,037 - 18,481,037
Historical preservation - 96,105 - 96,105
Total Committed - 18,577,142 83,628,974 102,206,116
Assigned to:

General Government - 15,652,776 - 15,652,776
Other purposes - 103,480 29,261 - 103,480

Total Assigned - 15,756,256 - 15,756,256
Unassigned: 109,264,743 - - 109,264,743
Total Fund Balances $ 181,319,452 $ 5,868,807 $ 213,384,662 $ 400,572,921 Major Funds

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 18 – NET POSITION/FUND EQUITY (continued)
142
C. Fund Balance Policy
When both restricted and unrestricted funds are available for expenditure, the City’s Fund Balance Policy reduces all Governmental Funds Balances in the following order: Restricted, Committed, Assigned, and Unassigned fund balances unless disallowed by City Council or legal requirements.

Stabilization Arrangement
Maintaining financial stabilization is a necessity for sound financial management and fiscal accountability. Its purpose is to ensure funds are available to cover occasional budgetary shortfalls (i.e., when general unrestricted revenues decline) or other unexpected urgent events. The City’s Budget Stabilization Reserves (Emergency) and Capital Projects Reserves are maintained for these purposes. As of June 30, 2024, the Budget Stabilization and Capital Projects Reserves were $56.6 million and $24.8 million, respectively, and are a component of the General Fund’s Unassigned Fund Balance.

In 1985-86, the City Council established a policy regarding the City's General Contingency Reserve, under which two separate reserves were established.
 The Budget Stabilization Reserve is set aside primarily for weathering economic downturns, emergency financial crisis, or disaster situations. The reserve target is equal to the cost of the City’s General Fund operations for three months (90-days or 25% General Fund operating budget). Given the significant impacts of COVID-19 on the City’s budget, the City Council Adopted the FY2021-22 budget principles that allow this reserve to drop to 15% of budgeted expenditures.  The Capital Projects Reserve, earmarks funds for a five-year capital improvement program. The minimum target for this reserve is $5 million.

One of the strategic objectives on the 2017-18 Council Goals and Strategic Objectives list is to continue to replenish City reserves and maintain strong, fiscally-sound management policies of City revenues with long term goals in mind.

Pension Rate Stabilization Program Trust
In fiscal year 2016-17, the City established an irrevocable trust account with PARS to pre-fund retirement plan obligations. The contributions placed in the trust will reduce the City’s net pension liability for financial purposes as required by GAAP. As of June 30, 2024, the balances in the pension rate stabilization program trust for the General Fund and Enterprise Funds are listed as follows:

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 18 – NET POSITION/FUND EQUITY (continued)
143
Pension Rate
Stabilization
Balances
General Fund: $ 29,226,846
Enterprise Funds:

Electric Utility 10,065,874
Water Utility 1,927,637
Sewer Utility 958,752
Water Recycling 168,123
Solid Waste 469,938
$ 42,817,170
Fund Name
D. Net Position/Fund Balance Deficits
The funds listed below had an accumulated deficit as of June 30, 2024:

Accumulated
Deficit
Internal Service Funds:

Information Technology Services $ 601,769
Workers’ Compensation Insurance Claims $ 10,518,154
Fund Name
The Information Technology Service and Workers Compensation Insurance Claims’ Internal Service Fund accumulated deficits are expected to be offset by future charges to the General Fund and the enterprise funds.

NOTE 19 – RISK MANAGEMENT
The City is exposed to various risks of losses related to torts, errors and omissions, general liability, injuries to employees and unemployment claims. The City currently reports all of its risk management activities in its Internal Service Funds. Claims, expenditures and liabilities are reported when it is probable that a loss has occurred, and the amount of that loss can be reasonably estimated using actuarial methods or other estimating techniques.

The City records a liability to reflect an actuarial estimate of ultimate uninsured losses for both general liability claims and workers’ compensation claims. The estimated liabilities for general liability and workers’ compensation claims are based on case reserves and include amounts for claims incurred but not reported (IBNR). At June 30, 2024, the estimated claims payable of $29,496,000, consisting of reserves for both reported and IBNR losses, as well as, allocated loss adjustment expenses, have been recorded in the Special

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 19 – RISK MANAGEMENT (continued)
144
Liability and Workers’ Compensation Internal Service Funds, respectively. The claims payable are reported at their present value using expected future investment yield assumptions of 2.5%, and the undiscounted claims at June 30, 2024, totaled $9,271,000 and $23,574,000 for general liability and workers’ compensation claims, respectively.

The estimate of claims due in one year is the City’s best estimate based upon available information which is included in accrued liabilities.

Changes in the reported liability since June 30, 2022 resulted from the following:

Special
Liability
Workers'
Compensation Total
Liability as of June 30, 2022 10,057,000 $ 20,971,000 $ 31,028,000 $ Claims and changes in estimates during fiscal 2023 4 4,529,170 ,786,243 9,315,413 Claim payments (5,197,170) (7,026,243) (12,223,413)
Liability as of June 30, 2023 7,817,000 $ 20,303,000 $ 28,120,000 $ Claims and changes in estimates during fiscal 2024 6 6,231,024 ,284,583 12,515,607 Claim payments (5,724,024) (5,415,583) (11,139,607)
Liability as of June 30, 2024 $ 8,686,000 $ 20,810,000 $ 29,496,000 Current Claims Payable 2,630,000 $ 4,110,000 $ 6,740,000 $ Long Term Claims Payable 6,056,000 16,700,000 22,756,000 Liability as of June 30, 2024 $ 8,686,000 $ 20,810,000 $ 29,496,000 With respect to the Special Liability accrual of $8.6 million, the City has numerous unsettled lawsuits filed or claims asserted against it as of June 30, 2024. The City has reviewed these claims and lawsuits in order to evaluate the likelihood of an unfavorable outcome to the City and to arrive at an estimate of the amount or ranges of potential loss to the City. As a result of such review, the City has categorized the various claims and lawsuits as “probable,” “reasonably possible,” and “remote” loss contingencies, as defined by current accounting standards.

The City has determined that the City’s probable loss contingencies, which are accrued for as the estimated special liability for claims and lawsuits as of June 30, 2024, are approximately $9 million. The final outcome of claims and lawsuits, which have been categorized as reasonably possible loss contingencies, is not presently determinable and any associated potential loss cannot be estimated. Accordingly, no provision has been made in the accompanying basic financial statements relative to the potential outcome of such claims and lawsuits.

However, the ultimate resolution of such claims and lawsuits is not expected to have a material effect on the accompanying basic financial statements.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
145
NOTE 20 – COMMITMENTS AND CONTINGENCIES
A. Electricity Purchase Contracts
The City has future commitments under electricity purchase contracts as discussed in Note 17A, and is contingently liable under joint venture agreements discussed in Note 12B.

B. Grant Programs
Amounts received or receivable from grant agencies are subject to audit and adjustment by grantor agencies, principally the federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the applicable funds. The amount, if any, of expenditures that may be disallowed by the grantor cannot be determined at this time, although the City expects such amounts, if any, to be immaterial.

C. Encumbrances
The City uses encumbrances to control expenditure commitments for the year and to enhance cash management. Encumbrances represent commitments related to contracts not yet performed and purchase orders not yet filled (executory contracts; and open purchase orders). Commitments for such expenditure of monies are encumbered to reserve a portion of applicable appropriations. Encumbrances still open at year end are not accounted for as expenditures and liabilities but, rather, as restricted or committed governmental fund balance. As of June 30, 2024, total governmental fund encumbrance balances for the City are as follows:

General Fund $ 6,162,368
Santa Clara Housing Successor 110,010
Nonmajor Governmental Funds 43,401,659
Total Governmental Funds $ 49,674,037
D. Bay Area Water Supply and Conservation Agency Revenue Bonds Surcharge The City contracts with the City and County of San Francisco for the purchase of water from the Hetch Hetchy System operated by the San Francisco Public Utilities Commission (SFPUC). The City is also a member of the Bay Area Water Supply and Conservation Agency (BAWSCA) which represents the interests of all the 24 cities and water districts, as well as two private utilities, that purchase wholesale water from the SFPUC.

In 2009 the City entered into a new 25 year agreement with the SFPUC. One of the ways that the new agreement differs from the old is in how facilities constructed by the SFPUC that benefit the regional customers are treated from a rate and financial perspective. Under the old agreement, facilities were built, capitalized, and added to the rate base with a rate of return (interest), and then paid for over their useful lives through wholesale rates. Under the new agreement, the SFPUC issues revenue bonds and the debt service (which also includes an interest component) is paid for through rates over the life of the bonds.

During the transition from the old to the new contracts, one of the issues addressed was how to deal with the $370 million in assets that were still being paid for by the wholesale customers under the old agreement. The assets were transferred to the new agreement, assigned a life with an agreed upon rate of return of 5.13%. Also negotiated was a provision to allow the wholesale customers to prepay any remaining existing assets’ unpaid principal balance without penalty or premium. This prepayment was executed through the issuance of bonds by BAWSCA which provide a better interest rate given the favorable rate environment.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 20 – COMMITMENTS AND CONTINGENCIES (continued)
146
BAWSCA issued Revenue Bonds in the principal amount of $335,780,000 in January 2013 to prepay the capital cost recovery payment obligation and fund a stabilization fund. The Bonds mature in October 2034 and are secured by surcharges to the monthly water purchase charges imposed upon the participating members.

The Bonds are not a debt obligation of any member, and BAWSCA’s failure to pay its Bonds would not constitute a default by any participating member.

Should any participating member fail to pay its share, BAWSCA will rely on the stabilization fund and will pursue all legal remedies to collect the shortfall from the delinquent member. In the interim, other participating members may have their portion adjusted to insure the continued payment of the debt service surcharge.

The risk of bearing the debt service expense of a defaulting member is not significantly different than the risk each member assumes currently for fluctuations in water purchase charges. Under the Bond indenture, BAWSCA maintains a stabilization fund. If surcharge revenues collected are less than needed (due to a member’s failure to pay timely), BAWSCA uses the stabilization fund to fund the debt service deficiency, and increases the surcharge in the subsequent year to make up for the prior year shortfall and reimburse the stabilization fund account. Also, given that each participating agency’s governing body adopted a Resolution to participate in the Bond issue, Management believes that default is generally very unlikely.

The annual debt service surcharges are a fixed amount for each participant and are calculated by taking the subsequent fiscal year’s debt service, multiplied by each participant’s actual water purchase as a percent of total wholesale customer water purchases from the prior fiscal year. One-twelfth of the annual surcharge is included in the monthly bill from SFPUC. Because each participant’s share of the debt service surcharge is proportional to the amount of water purchased during the prior fiscal year, the City’s share of the debt service will fluctuate from year to year.

The City paid its surcharge of $533,964 during fiscal year 2023-24, which is included as a component of purchased water expenses in the Water Enterprise Fund. The surcharge for fiscal year 2024-25 is estimated to be $531,588.

E. Santa Clara Stadium Authority and Litigation
Asset Retirement Obligation
Pursuant to the Ground Lease, the SCSA may be required to demolish the Stadium and other improvements at the end of the lease term, upon written notice from the City. Pursuant to the Stadium Lease, the SCSA will establish reserves to fund the cost of demolishing the stadium at the end of the lease term. While such reserves are projected to cover the entire demolition cost, StadCo will be responsible for funding any shortfall.

Historical SBL Buffet Costs
On April 30, 2020, the SCSA received an invoice in the amount of $4.4 million for previously un-billed “complimentary” buffet costs associated with certain SBL holders for the NFL seasons from 2014 through 2018. On May 13, 2020, the SCSA issued a response letter disputing the newly-billed costs citing that the costs were not presented in a reasonable manner relative to the financial planning and reporting requirements of the Lease Agreement and Stadium Management Agreement and there was no justification for delaying presentment and demand for payment. The invoices presented also lack sufficient supporting documentations in order to confirm the validity of the costs and charges under the Lease Agreement terms. StadCo and ManagementCo initiated arbitration proceedings to dispute the SCSA’s position and SCSA filed cross-claims.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 20 – COMMITMENTS AND CONTINGENCIES (continued)
147
In fiscal year 2021-22, ManagementCo invoiced an additional $902 thousand in new buffet costs to the SCSA through the fiscal year 2021-22 Non-NFL events’ net loss. ManagementCo also issued a certificate of loan to the SCSA under the Management Company Revolving Loan for the buffet amount and subsequently paid off the loan through the year-end excess cash distribution. SCSA objected to and disputed ManagementCo's unauthorized payment of these buffet costs through the Revolving Loan, and also the payment of that loan through year-end excess cash. Pursuant to the parties' August 31, 2022 settlement agreement and stipulation, ManagementCo's draw under the Revolving Loan will be treated as a timely SCSA payment, under protest, and with a full reservation of SCSA's rights and claims. The SCSA recorded a receivable from ManagementCo for the loan draw on the buffet costs as of March 31, 2023.

ManagementCo also reported $1.2 million and $1.3 million in buffet costs to be charged to the SCSA for the 2022-23 and 2023-24 respectively. The SCSA had not recorded a liability for this cost because the dispute was outstanding and in pending arbitration.

The parties’ 2024 Settlement Agreement resolved the buffet arbitration (note 6G). Upon the Final Effective Date of the May 2024 Settlement Agreement, first, the parties agreed that the $902 thousand that was drawn from the Management Company Revolving Loan for fiscal year 2021-22 buffet costs would be treated as Stadium Authority’s reimbursement of those costs. Therefore, the Stadium Authority reversed the corresponding receivable from Management Co and recorded a $902 thousand complementary buffet operating expense in fiscal year ended March 31, 2024. Second, StadCo waived all other buffet expenses from fiscal year 2014-15 through 2023-24, and the parties confirmed that those were no longer an obligation of the Stadium Authority and that the reimbursement of those expenses was deemed fully satisfied for said lease years.

Public Safety Costs
In June 2019, StadCo filed an Arbitration Demand regarding alleged amounts due from the SCSA under the public safety costs terms of the Stadium Lease, for fiscal year 2017-18. According to the Stadium Lease, StadCo is required to reimburse the City for the costs incurred for providing public safety services for NFL events that exceed the revenue from off-site parking permit fees. The Stadium Lease contains a provision that creates a "threshold" on the amount of public safety costs that StadCo must pay for each of the NFL seasons.

If the total public safety costs exceed the threshold, then the Stadium Lease requires the SCSA to reimburse or credit to StadCo the costs above the threshold in the form of rent credits. The Stadium Lease includes an obligation for StadCo to negotiate a threshold increase in good faith if the total costs are over the threshold for three consecutive years. The SCSA invoked the good faith negotiation process after costs exceeded the threshold for three seasons, which was in advance of the incurred public safety costs for fiscal year 2017-18.

StadCo filed several amended Arbitration Demands or formal demand letters for public safety costs damages for the subsequent NFL seasons and fiscal years 2019-20, 2021-22, 2022-23, and 2023-24 and SCSA filed related response cross-claims in that arbitration.

The Ground Lease contains provisions that provide, in the event that public safety costs exceed the threshold and those amounts are not paid by SCSA’s Discretionary Fund, SCSA is entitled to deduct credits from SCSA’s performance-based rent payments to the City. Both the performance-based rent credit from the City and rent credit from the SCSA expire in the next five succeeding years if not used within the year incurred. The public safety costs, threshold amount and calculations, and credits were part of the Public Safety Cost arbitration with StadCo.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 20 – COMMITMENTS AND CONTINGENCIES (continued)
148
The 2024 Settlement Agreement will resolve the public safety cost arbitration (Note 6G). Upon the Final Effective Date, the parties agreed that approximately $14.8 million of NFL public safety costs over the threshold are owed to StadCo by the Stadium Authority related to fiscal years 2017-18 through 2023-24. This number was approximate in the 2024 Settlement Agreement because, at the time that settlement was signed, the final FY 2023-24 actual NFL public safety costs had not been finalized. Per the 2024 Settlement Agreement, this specific past-due amount of public safety costs will be paid over time and it will not be considered or treated as “Credited Public Safety Costs” that affect performance-based rent and rent calculations going forward. This allows the Stadium Authority to pay the City the full performance-based rent owed for fiscal years 2022-23 and 2023-24. Now that the FY 2023-24 NFL public safety costs have been finalized, the Stadium Authority has recorded a $14.7 million “Public Safety Cost 2024 Outstanding Balance” payable and operating expense as of March 31, 2024.

NOTE 21 – REDEVELOPMENT AGENCY DISSOLUTION AND SUCCESSOR AGENCY

ACTIVITIES
A. Defeased Bonds
Bayshore North Project 2011 Tax Allocation Bonds
On May 11, 2011, the former RDA issued $31.41 million of Bayshore North Project 2011 Tax Allocation Bonds (RDA 2011 Bonds) with an interest rate ranging from 2% to 7.86%, and a final maturity of 2026, to finance various redevelopment activities associated with the former RDA’s Bayshore North Project Area. The 2011 Bonds were defeased on June 1, 2017.

The following schedule summarizes the defeased 2011 Tax Allocation Bonds:
2011 Series Ptincipal Issued Date Issued
Principal
Defeased Maturities Defeased
Redemption
Date
Current Interest Bonds $ 11,440,000 May 18, 2011 $ June 1, 2026 June 1, 2021 11,315,000 Capital Appreciation Bonds 19,971,295 May 18, 2011 10,643,264 From June 1, 2022 to
June 1, 2026 June 1, 2021
$ 21,958,264 31,411,295 $
NOTE 22 – SUCCESSOR AGENCY LEASE AGREEMENTS
On January 8, 2016 the City executed the Settlement Agreement for Sharma vs Successor Agency to Redevelopment Agency of the City of Santa Clara. This Settlement Agreement calls for the City to return to the Successor Agency certain properties that the former Redevelopment Agency transferred to the City prior to dissolution. The properties transferred are as follows: the Great America Theme Park Property (not

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 22 – SUCCESSOR AGENCY LEASE AGREEMENTS (continued) 149
including the parking lot, see Note 4B), the Hilton Hotel Property, the North/South Parking Lots, the Gateway Parcel 2 Property, the Hyatt Hotel Property (not including the ballroom, see Note 4B), the Techmart Property, and the Martinson Childcare Center Property. All the properties, other than the Martinson Childcare Center Property will be sold by the Successor Agency. Until the properties are sold the rent revenues will be used to pay the Successor Agency’s enforceable obligations. The Settlement Agreement requires the City to forego the long term lease revenues generated by the properties.

A. Techmart Office Building Ground Lease
In May 1998, the former RDA entered into a long-term ground lease of the Techmart parcel with CarrAmerica.

The lease has a 55 year term with options for two additional ten-year terms. The former RDA received $1 million annual rent for each of the first ten years of the lease, which lease revenues were paid by the former RDA to the City pursuant to the First Amended Cooperation Agreement. Rent increases are scheduled as follows: 10% in the eleventh year and every five years thereafter during the initial term and 15% in the first and sixth year of each option term. Under the terms of the lease, CarrAmerica assumed responsibility for all taxes and assessments levied against the Techmart parcel and the Lessor’s interest in the ground lease is unsubordinated to any other financing. On July 13, 2006, CarrAmerica merged with Nantucket Acquisition, Inc., a wholly owned subsidiary of The Blackstone Group; the terms and conditions of the lease agreement remain in effect.

Lease revenues collected from July 1, 2012 to June 30, 2024 in the amount of $5,421,450 were passed on to the Successor Agency. For the fiscal year ended June 30, 2024, the Successor Agency recognized $1,268,251 in lease revenue and $897,434 in interest revenue. As of June 30, 2024, the Successor Agency’s receivable for lease payments was $38,988,260 and the balance of the deferred inflow of resources was $36,673,598.

B. Hyatt Regency Hotel Ground Lease and Ballroom Lease
In April 1985, the former RDA entered into a long-term ground lease with SCCC Associates (Lessee) for the development of a certain portion of that piece of land – the Bayshore North Redevelopment Project Area, and eventual operation of a high quality hotel and related facilities, amenities and improvements including one of the Ballrooms in the Convention Center. The lease is for an initial term of 50 years. The Lessee has options to renew the lease for four additional periods of ten years each and one additional period of nine years. In 2005, SHC New Santa Clara, LLC, the successor-in-interest to SCCC Associates at that time, sold the interest to Hyatt Equities, LLC. In 2013, Hyatt Equities, LLC. sold its interest to Inland American Lodging Acquisitions, Inc.; the terms and conditions of the lease agreements remain in effect. Under the terms of the lease, the former RDA is entitled to receive a specified amount of minimum rent subject to adjustment at times specified in the lease. Lessee may also have an obligation for additional rent calculated as a predetermined percentage of the hotel gross revenues which exceed the amount specified in the lease.

The Settlement Agreement states that a portion of the ground lease payments from the Hyatt Hotel are derived from the Convention Center Ballroom space rental and are not related to the Hyatt Hotel ground lease. The Settlement Agreement states the City shall retain all revenues generated from the Ballroom Agreement starting July 1, 2015. Lease revenues collected from July 1, 2012 to June 30, 2015 in the amount of $921,270 were passed on to the Successor Agency. Additional information concerning the Ballroom Lease can be found in Note 4B.

CITY OF SANTA CLARA

NOTES TO BASIC FINANCIAL STATEMENTS
For the year ended June 30, 2024
NOTE 22 – SUCCESSOR AGENCY LEASE AGREEMENTS (continued) 150
Lease revenues collected from Hyatt from July 1, 2012 to June 30, 2024 in the amount of $17,816,569 were passed on to the Successor Agency. For the fiscal year ended June 30, 2024, the Successor Agency recognized $343,385 in lease revenue and $90,985 in interest revenue. As of June 30, 2024, the Successor Agency’s receivable for lease payments was $3,816,110 and the balance of the deferred inflow of resources was $3,720,003.

C. Schedule of the Future Lease Payments
As of June 30, 2024, the future lease payments to be received by the Successor Agency for the above leases are as follows:

For the Year
Ending June 30 Principal Interest
2025 $ 896,947 $ 967,153
2026 917,614 946,486
2027 938,757 925,343
2028 970,110 906,191
2029 1,130,686 879,824
2030-2034 6,230,614 3,996,408
2035-2039 6,105,653 3,277,404
2040-2044 7,428,380 2,526,317
2045-2049 9,379,036 1,571,131
2050-2054 8,826,573 408,723
$ 42,824,370 $ 16,404,980
Lease Receivable
Required Supplementary Information
152

153

CITY OF SANTA CLARA

REQUIRED SUPPLEMENTARY INFORMATION
This part of the City of Santa Clara’s Annual Comprehensive Report provides detailed information to better understand the data presented within the financial statements and note disclosures.

SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS Discloses the changes and components of the net pension liability and related ratios, including the pension plan’s fiduciary net position as a percentage of the total pension liability, and the net pension liability as a percentage of covered payroll.

SCHEDULE OF PLAN CONTRIBUTIONS - PENSION PLAN
Contains information of the employer’s contractually required contribution rates, contributions to the pension plan and related ratios.

SCHEDULE OF CHANGES IN THE NET OPEB LIABILITY AND RELATED RATIOS Discloses the changes and components of the net OPEB liability and related ratios, including OPEB’s Plan Trust Fund net position as a percentage of the total OPEB liability, and the net OPEB liability as a percentage of covered employee payroll.

SCHEDULE OF PLAN CONTRIBUTIONS - OPEB PLAN
Contains information of the employer’s contractually required contribution rates, contributions to the OPEB Plan and related ratios.

SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET

AND ACTUAL
Presents the accompanying budget and actual comparison schedules in accordance with the budgetary process. 154
Miscellaneous Plan
2023 2022 2021
Total Pension Liability
Service cost $ 16,172,784 16,468,193 $ 15,428,984 $
Interest 57,377,858 59,622,333 56,183,036
Changes of benefit terms - 643,992 -
Changes of assumptions 24,297,391 - -
Differences between expected and actual experience 7 (3,601,124) ,491,260 1,328,853 Benefit payments, including refunds of employee contributions (48,432,370) (50,177,599) (45,355,148) Net change in total pension liability 45,814,539 34,048,179 27,585,725 Total pension liability - beginning 826,996,697 872,811,236 799,410,972 Total pension liability - ending $ 872,811,236 906,859,415 $ 826,996,697 $ Plan Fiduciary Net Position
Contributions - employer $ 34,036,195 36,574,733 $ 31,272,528 $ Contributions - employee 6,369,047 6,418,087 6,333,120
Net investment income (45,722,450) 34,061,981 112,780,714 Benefit payments, including refunds of employee contributions (48,432,370) (50,177,599) (45,355,148) Plan to plan resource movement - - -
Administrative expense (373,396) (400,978) (494,347)
Other Misc Income/(Expense) (1)
- - -
Net change in plan fiduciary net position (54,122,974) 26,476,224 104,536,867 Plan fiduciary net position - beginning (2) 599,409,321 545,286,347 494,872,454 Plan fiduciary net position - ending $ 545,286,347 571,762,571 $ 599,409,321 $ Net Pension Liability - ending $ 327,524,889 335,096,844 $ 227,587,376 $

63.05% 62.47% 72.48%
Covered payroll $ 92,642,754 100,304,469 $ 89,321,766 $ Net pension liability as percentage of covered payroll 334.03% 353.54% 254.79% Notes to schedule:
(2) Includes any beginning of year adjustment.

Plan fiduciary net position as a percentage of the total pension liability (1) During fiscal year 2017-18, as a result of GASB No. 75, Accounting and Financial Reporting for Postemployment Benefit Plans Other Than Pensions, CalPERS reported its proportionate share of activity related to postemployment benefits for participation in the State of California's agent OPEB plan. Accordingly, CalPERS recorded a one-time expense as a result of the adoption of GASB No.

75. Additionally, CalPERS employees participate in various State of California agent pension plans and during fiscal year 2017-18, CalPERS recorded a correction to previously reported financial statements to properly reflect its proportionate share of activity related to pensions in accordance with GASB Statement No. 68, Accounting and Financial Reporting for Pension.

MISCELLANEOUS PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years for the Measurement Periods Ended June 30

SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS

CITY OF SANTA CLARA
Schedule of Changes in the Net Pension Liability and Related Ratios (Miscellaneous Plan) 155
2020 2019 2018 2017 2016 2015 2014
$ 14,448,007 15,079,332 $ 13,159,021 $ 11,975,850 $ 10,415,730 $ 9,909,421 $ 10,345,749 $ 51,858,572 54,277,035 49,394,806 47,384,580 46,283,869 44,755,550 42,969,016 - - - - - - -
- - (5,067,759) 37,018,109 - (10,233,178) -
10,888,358 9,229,485 10,229,369 (2,176,270) (2,265,081) 108,957 - (41,003,947) (43,050,194) (38,252,869) (35,744,281) (33,491,738) (31,858,297) (29,847,146) 36,190,990 35,535,658 29,462,568 58,457,988 20,942,780 12,682,453 23,467,619 727,684,324 763,875,314 698,221,756 639,763,768 618,820,988 606,138,535 582,670,916 $ 763,875,314 799,410,972 $ 727,684,324 $ 698,221,756 $ 639,763,768 $ 618,820,988 $ 606,138,535 $ $ 25,715,248 28,827,466 $ 22,508,822 $ 22,015,885 $ 18,464,042 $ 15,625,285 $ 14,887,751 $ 6,182,683 6,650,350 5,957,917 5,247,078 5,151,548 4,755,791 5,439,513 30,342,401 24,008,623 36,908,188 44,308,442 2,186,435 9,037,882 61,358,126 (41,003,947) (43,050,194) (38,252,869) (35,744,281) (33,491,738) (31,858,297) (29,847,146) - - (1,065) - (788) (368) -
(326,982) (675,430) (674,790) (587,320) (247,274) (457,051) - 1,065 - (1,281,438) - - - -
20,910,468 15,760,815 25,164,765 35,239,804 (7,937,775) (2,896,758) 51,838,244 458,201,171 479,111,639 433,036,406 397,796,602 405,734,377 408,631,135 356,792,891 $ 479,111,639 494,872,454 $ 458,201,171 $ 433,036,406 $ 397,796,602 $ 405,734,377 $ 408,631,135 $ $ 284,763,675 304,538,518 $ 269,483,153 $ 265,185,350 $ 241,967,166 $ 213,086,611 $ 197,507,400 $

61.90% 62.72% 62.97% 62.02% 62.18% 65.57% 67.42%
$ 81,872,333 89,410,939 $ 75,515,390 $ 71,285,526 $ 61,942,363 $ 58,051,406 $ 58,020,890 $ 340.61% 347.76% 356.81% 371.95% 390.63% 367.07% 340.41% Changes in assumptions: The discount rate used to discount liabilities was informed by the long-term projected portfolio return.

In addition, demographic assumptions and the inflation rate assumption were changed in accordance with the 2021 CalPERS Experience Study and Review of Actuarial Assumptions. There were no assumption changes in 2023. Effective with June 30, 2021 valuation date (2022 measurement date), the discount rate was reduced from 7.15% to 6.90%. The accounting discount rate was 7.15% for measurement dates 2017 through 2021. In 2015 and 2016, the discount rate was 7.65% to reflect an adjustment of administrative expense. In 2014, amounts reported were based on the 7.5% discount rate.

CITY OF SANTA CLARA

SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS

MISCELLANEOUS PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years for the Measurement Periods Ended June 30 156
Miscellaneous Plan
2024 2023 2022 2021
Actuarially determined contribution 37,993,602 $ 36,763,759 $ 34,126,897 $ 31,035,143 $ Contributions in relation to the actuarially
determined contributions (36,763,759) (37,993,602) (34,126,897) (31,035,143) Contribution deficiency (excess) $ - $ - $ - $ -
Covered payroll $ 100,304,469 102,818,912 $ 92,642,754 $ 89,321,766 $ Contributions as a percentage of
covered payroll 36.95% 36.65% 36.84% 34.75%
Notes to schedule
Valuation date 6/30/2021 6/30/2020 6/30/2019 6/30/2018
Methods and assumptions used to determine contribution rates:

Actuarial cost method Entry age normal
Amortization method Level percentage of payroll, closed Remaining amortization period 23 years as of valuation date Asset valuation method Fair value of assets
Inflation
Salary increases Varies by Entry Age and Service
Investment rate of return
Retirement age
Mortality

CITY OF SANTA CLARA

SCHEDULE OF PLAN CONTRIBUTIONS

MISCELLANEOUS PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years Ended June 30
The probabilities of mortality are based on the 2017 CalPERS Experience Study for the period from 1997 to 2015. Pre-retirement and Post-retirement mortality rates include 15 years of projected mortality improvement using 90% of Scale, MP-2016 published by the Society of Actuaries.

The probabilities of Retirement are based on the CalPERS Experience Study

7.50% for 2015 to 2018, 7.375%, for 2019, 7.25% for 2020, and 7.0% for 2021 through 2022,

6.8% for 2023 and 2024, net of pension plan investment expense, including inflation

2.75% for 2015 to 2019, 2.675% for 2020 and 2.50% for 2021 through 2022, 2.30% for 2023 and 2024
Schedule of Plan Contributions (Miscellaneous Plan)
157
2020 2019 2018 2017 2016 2015
$ 23,615,964 28,987,800 $ 25,256,224 $ 21,613,984 $ 18,543,534 $ 15,257,771 $ (23,615,964) (28,987,800) (25,256,224) (21,613,984) (18,543,534) (15,257,771) $ - $ - $ - $ - $ - $ -
$ 81,872,333 89,410,939 $ 75,515,390 $ 71,285,526 $ 61,942,363 $ 58,051,406 $

32.42% 28.84% 33.45% 30.32% 29.94% 26.28%
6/30/2017 6/30/2016 6/30/2015 6/30/2014 6/30/2013 6/30/2012

CITY OF SANTA CLARA

SCHEDULE OF PLAN CONTRIBUTIONS

MISCELLANEOUS PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years Ended June 30
158
Safety Plan
2023 2022 2021
Total Pension Liability
Service cost $ 17,072,526 17,572,981 $ 15,750,690 $
Interest 60,648,121 63,455,937 59,165,587
Changes of benefit terms - 261,381 -
Changes of assumptions 27,501,978 - -
Differences between expected and actual experience 1 (3,595,795) 2,903,735 7,316,002 Benefit payments, including refunds of employee contributions (49,070,549) (51,815,487) (46,961,121) Net change in total pension liability 52,556,281 42,378,547 35,271,158 Total pension liability - beginning 871,051,109 923,607,390 835,779,951 Total pension liability - ending $ 923,607,390 965,985,937 $ 871,051,109 $ Plan Fiduciary Net Position
Contributions - employer $ 31,703,230 34,987,003 $ 29,084,516 $ Contributions - employee 5,872,012 6,145,378 5,742,937
Net investment income (49,438,525) 36,533,713 122,207,114 Benefit payments, including refunds of employee contributions (49,070,549) (51,815,487) (46,961,121) Plan to plan resource movement - - -
Administrative expense (405,431) (433,487) (540,727)
Other Misc Income/(Expense) (2)
- - -
Net change in plan fiduciary net position 25,417,120 (61,339,263) 109,532,719 Plan fiduciary net position - beginning 589,494,676 650,833,939 541,301,220 Plan fiduciary net position - ending $ 589,494,676 614,911,796 $ 650,833,939 $ Net Pension Liability - ending $ 334,112,714 351,074,141 $ 220,217,170 $

63.66% 63.83% 74.72%
Covered payroll $ 57,190,646 62,842,726 $ 54,912,443 $
Net pension liability as percentage of covered payroll 558.66% 584.21% 401.03% Notes to schedule:
(2) Includes any beginning of year adjustment.

Plan fiduciary net position as a percentage of the total pension (1) During fiscal year 2017-18, as a result of GASB No. 75, Accounting and Financial Reporting for Postemployment Benefit Plans Other Than Pensions, CalPERS reported its proportionate share of activity related to postemployment benefits for participation in the State of California's agent OPEB plan. Accordingly, CalPERS recorded a one-time expense as a result of the adoption of GASB No.

CITY OF SANTA CLARA

SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS

SAFETY PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years for the Measurement Periods Ended June 30 (1) Schedule of Changes in the Net Pension Liability and Related Ratios (Safety Plan) 159
2020 2019 2018 2017 2016 2015 2014
$ 14,861,460 15,518,467 $ 13,999,625 $ 13,111,358 $ 10,985,005 $ 10,678,931 $ 10,748,085 $ 54,154,256 56,740,930 51,713,042 49,741,737 48,410,844 46,944,730 45,454,864 - - - - - - -
- - (3,333,870) 40,842,398 - (11,249,844) -
8,480,853 10,124,845 5,782,119 (1,814,831) (3,491,487) (3,604,245) - (41,984,265) (44,599,326) (38,978,890) (37,370,686) (35,868,203) (34,372,454) (33,072,631) 35,512,304 37,784,916 29,182,026 64,509,976 20,036,159 8,397,118 23,130,318 762,482,731 797,995,035 733,300,705 668,790,729 648,754,570 640,357,452 617,227,134 $ 797,995,035 835,779,951 $ 762,482,731 $ 733,300,705 $ 668,790,729 $ 648,754,570 $ 640,357,452 $ $ 23,458,623 26,654,865 $ 20,510,633 $ 19,580,881 $ 16,679,012 $ 14,692,277 $ 12,839,821 $ 5,781,715 5,589,396 5,395,755 4,913,868 4,376,079 4,079,023 4,866,079 33,408,137 26,348,251 40,902,179 49,621,113 2,362,110 10,236,992 70,347,760 (41,984,265) (44,599,326) (38,978,890) (37,370,686) (35,868,203) (34,372,454) (33,072,631) - - (1,182) - 788 - -
(362,341) (744,424) (751,243) (658,507) (279,579) (516,273) - 1,182 - (1,426,623) - - - -
20,303,051 13,248,762 25,650,629 36,086,669 (12,729,793) (5,880,435) 54,981,029 507,749,407 528,052,458 482,098,778 446,012,109 458,741,902 464,622,337 409,641,308 $ 528,052,458 541,301,220 $ 507,749,407 $ 482,098,778 $ 446,012,109 $ 458,741,902 $ 464,622,337 $ $ 269,942,577 294,478,731 $ 254,733,324 $ 251,201,927 $ 222,778,620 $ 190,012,668 $ 175,735,115 $

64.77% 66.17% 66.59% 65.74% 66.69% 70.71% 72.56%
$ 50,808,770 53,564,578 $ 47,569,993 $ 47,064,869 $ 41,116,053 $ 38,909,866 $ 38,845,554 $ 549.76% 531.29% 535.49% 533.74% 541.83% 488.34% 452.39% cipation in the
activity related
Changes in assumptions: The discount rate used to discount liabilities was informed by the long-term projected portfolio return. In addition, demographic assumptions and the inflation rate assumption were changed in accordance with the 2021 CalPERS Experience Study and Review of Actuarial Assumptions. There were no assumption changes in 2023. Effective with June 30, 2021 valuation date (2022 measurement date), the discount rate was reduced from 7.15% to 6.90%. The accounting discount rate was 7.15% for measurement dates 2017 through 2021. In 2015 and 2016, the discount rate was 7.65% to reflect an adjustment of administrative expense. In 2014, amounts reported were based on the 7.5% discount rate.

CITY OF SANTA CLARA

SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS

SAFETY PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years for the Measurement Periods Ended June 30 (1) 160
Safety Plan
2024 2023 2022 2021
Actuarially determined contribution 37,050,903 $ 35,094,101 $ 32,084,531 $ 29,295,456 $ Contributions in relation to the actuarially
determined contributions (35,094,101) (37,050,903) (32,084,531) (29,295,456) Contribution deficiency (excess) $ - $ - $ - $ -
Covered payroll $ 62,842,726 65,868,106 $ 57,190,646 $ 54,912,443 $ Contributions as a percentage of
covered payroll 56.25% 55.84% 56.10% 53.35%
Notes to schedule
Valuation date 6/30/2021 6/30/2020 6/30/2019 6/30/2018
Methods and assumptions used to determine contribution rates:

Actuarial cost method Entry age normal
Amortization method Level percentage of payroll, closed Remaining amortization period 23 years as of valuation date Asset valuation method Fair value of asset
Inflation
Salary increases Varies by Entry Age and Service
Investment rate of return
Retirement age
Mortality
(1) Fiscal year 2014-15 was the first year of implementation.

7.50% for 2015 to 2018, 7.375%, for 2019, 7.25% for 2020, and 7.0% for 2021 through 2022,

6.8% for 2023 and 2024, net of pension plan investment expense, including inflation The probabilities of mortality are based on the 2017 CalPERS Experience Study for the period from 1997 to 2015. Pre-retirement and Post-retirement mortality rates include 15 years of projected mortality improvement using 90% of Scale. MP-2016 published by the Society of Actuaries.

The probabilities of Retirement are based on the CalPERS Experience Study

CITY OF SANTA CLARA

SCHEDULE OF PLAN CONTRIBUTIONS

SAFETY PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years Ended June 30

2.75% for 2015 to 2019, 2.675% for 2020 and 2.50% for 2021 through 2022, 2.30% for 2023 and 2024
Schedule of Plan Contributions (Safety Plan)
161
2020 2019 2018 2017 2016 2015
$ 23,484,760 27,099,469 $ 22,002,506 $ 19,735,867 $ 17,365,058 $ 14,776,850 $ (23,484,760) (27,099,469) (22,002,506) (19,735,867) (17,365,058) (14,776,850) $ - $ - $ - $ - $ - $ -
$ 50,808,770 53,564,578 $ 47,569,993 $ 47,064,869 $ 41,116,053 $ 38,909,866 $

50.59% 46.22% 46.25% 41.93% 42.23% 37.98%
6/30/2017 6/30/2016 6/30/2015 6/30/2014 6/30/2013 6/30/2012

CITY OF SANTA CLARA

SCHEDULE OF PLAN CONTRIBUTIONS

SAFETY PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PENSION PLAN Last Ten Fiscal Years Ended June 30
162
2024 2023 2022 2021 2020 2019 2018 2017
Total OPEB Liability
Service cost $ 2,415 2,303 $ 2,344 $ 2,091 $ 2,030 $ 2,264 $ 2,198 $ 2,134 $ Interest 3,244 3,057 3,145 3,292 3,200 3,478 3,343 3,194 Differences between expected and actual experience - (1,652) (326) - (1,644) - - Changes of assumptions - (760) 1,709 - (5,838) - -
Benefit payments including refunds (3,535) (3,499) (3,437) (3,592) (3,498) (3,096) (3,036) (2,034) Net change in total OPEB liability 1,825 (252) 2,052 3,174 1,732 (4,836) 2,505 3,294 Total OPEB liability - beginning 67,386 67,638 65,586 62,412 60,680 65,516 63,011 59,717 Total OPEB liability - ending $ 67,386 69,211 $ 67,638 $ 65,586 $ 62,412 $ 60,680 $ 65,516 $ 63,011 $ Plan Fiduciary Net Position
Contributions - employer 5,248 $ 4,915 $ 5,068 $ 4,535 $ 4,696 $ 5,366 $ 6,300 $ 2,733 $ Net investment income 2,249 1,094 (3,222) 2,957 1,403 1,410 524 738 Benefit payments including refunds (3,535) (3,499) (3,437) (3,592) (3,498) (3,096) (3,036) (2,034) Administrative expense (65) (118) (62) (59) (100) (91) (71) (73) Net change in plan fiduciary net position 3,844 2,445 (1,653) 3,841 2,501 3,589 3,717 1,364 Plan fiduciary net position - beginning 29,669 27,223 28,876 25,035 22,534 18,945 15,228 13,864 Plan fiduciary net position - ending $ 29,668 33,513 $ 27,223 $ 28,876 $ 25,035 $ 22,534 $ 18,945 $ 15,228 $ Net OPEB Liability - ending $ 37,718 35,698 $ 40,415 $ 36,710 $ 37,377 $ 38,146 $ 46,571 $ 47,783 $

48.4% 44.0% 40.2% 44.0% 40.1% 37.1% 28.9% 24.2%
Covered payroll 193,597 $ 180,100 $ 169,613 $ 163,594 $ 164,431 $ 151,453 $ 135,297 $ 102,468 $

18.4% 20.9% 23.8% 22.4% 22.7% 25.2% 34.4% 46.6%
Notes to schedule:
(1) Fiscal year 2016-17 was the first year of implementation.

CITY OF SANTA CLARA

SCHEDULE OF CHANGES IN THE NET OPEB LIABILITY AND RELATED RATIOS

OPEB PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PLAN Last Ten Fiscal Years for the Measurement Periods Ended June 30 (1) (In Thousands)
Plan fiduciary net position as a percentage of the total OPEB liability Net OPEB liability as percentage of covered payroll
Schedule of Changes in the Net OPEB Liability and Related Ratios (OPEB Plan) 163
2024 2023 2022 2021 2020 2019 2018 2017
Actuarially determined contribution $ 4,896 5,229 $ 4,748 $ 4,826 $ 4,681 $ 5,306 $ 5,466 $ 2,981 $ Contributions in relation to the actuarially determined contributions 4,914 5,248 5,068 4,535 4,696 5,366 6,300 2,981Contribution deficiency (excess) $ (18) (19) $ (320) $ 291 $ (15) $ (60) $ (834) $ - $ Covered payroll 180,100 193,597 169,613 163,594 164,431 151,453 135,297 $ 102,468 $ Contributions as a percentage of covered payroll 2.70% 2.72% 2.99% 2.77% 2.86% 3.54% 4.66% 2.91% Notes to schedule:
(1) Fiscal year 2016-17 was the first year of implementation.

CITY OF SANTA CLARA

SCHEDULE OF PLAN CONTRIBUTIONS

OPEB PLAN, AN AGENT MULTIPLE-EMPLOYER DEFINED BENEFIT PLAN Last Ten Fiscal Years Ended June 30(1)
(In Thousands)
Schedule of Plan Contributions (OPEB Plan)
164
Actuarial valuation date June 30, 2022
Actuarial cost method Entry Age Normal, Level Percentage of Payroll Amortization method Level percent of payroll
Unfunded liability amortization
Asset valuation method
Discount rate 4.50%
General inflation 2.50%
Healthcare trend
Mortality CalPERS 2000-2019 Experience Study
Mortality improvement

CITY OF SANTA CLARA
Notes to Schedule of Employer Contribution (OPEB Plan)
Post-retirement mortality projected fully generational with Scale MP2021 Methods and Assumptions for 2023-24 Actuarially Determine Contributions 15 years (open period) for method, assumption, plan changes, and gains and losses
Maximum 30-year combined period
Investment gains and losses spread over a 5-year rolling period.

Not less that 80% nor greater than 120% of fair value
Non-Medicare -8.50% for 2024, decreasing to an ultimate rate of

3.45% in 2076
Medicare (Non-Kaiser)- 7.50% for 2024 decreasing to an ultimate rate of 3.45% in 2076
30 years (closed period) for initial UAAL
(16 Years remaining on June 30, 2023)
20 years (closed period) for implied subsidy on 06/30/2019 (16 years remaining on June 30, 2023)
Medicare (Kaiser)- 6.25% for 2024 decreasing to an ultimate rate of

3.45% in 2076
Notes to Schedule of Employer Contributions (OPEB Plan) 165
Variance with
Budgeted Amounts Final Budget
Actual Amounts Positive
Original Final Budgetary Basis (Negative)

REVENUES
Taxes:

Sales $ 60,524,000 60,524,000 $ 61,776,044 $ 1,252,044 $ Ad valorem 87,143,000 85,800,000 90,710,410 3,567,410
Transient occupancy 21,275,000 21,275,000 22,347,394 1,072,394 Other 6,750,000 6,750,000 6,741,057 (8,943)
Licenses, permits, fines and penalties 9,819,000 11,097,589 11,355,736 258,147 Intergovernmental 651,026 520,000 808,452 157,426
Charges for services 38,067,896 41,696,818 44,403,128 2,706,310 Contributions in-lieu of taxes 32,000,000 33,000,000 33,143,505 143,505 Interest and rents 17,127,660 18,161,960 21,754,989 3,593,029 Other 380,000 180,000 986,626 606,626
Total Revenues 272,063,556 280,679,393 294,027,341 13,347,948

EXPENDITURES
General Government:

General Administration 31,035,349 34,253,176 29,944,640 4,308,536 City Clerk 1,746,564 1,947,261 1,643,960 102,604
City Attorney 3,076,516 3,076,516 2,812,947 263,569
Human Resources 4,300,090 4,300,090 3,527,357 772,733
Finance 19,390,702 19,140,702 18,022,041 1,368,661
Total General Government 59,499,918 62,767,048 55,950,945 6,816,103 Public Works 24,857,521 24,952,681 24,825,311 127,370
Parks and Recreation 21,933,152 22,164,117 20,589,041 1,575,076 Public Safety:

Police 85,598,562 85,598,562 84,449,337 1,149,225
Fire 64,879,059 62,616,032 65,070,114 (191,055)
Total Public Safety 148,214,594 150,477,621 149,519,451 958,170 Planning and Inspection 4,509,275 4,509,275 4,337,124 172,151 Library 11,135,937 11,135,937 10,824,942 310,995
Total Expenditures 270,150,397 276,006,679 266,046,814 9,959,865 For the year ended June 30, 2024

CITY OF SANTA CLARA

GENERAL FUND

SCHEDULE OF REVENUES, EXPENDITURES

AND CHANGES IN FUND BALANCES

BUDGET AND ACTUAL (NON-GAAP LEGAL BASIS)
General Fund Schedule of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual (Non-GAAP Legal Basis)
166
Variance with
Budgeted Amounts Final Budget
Actual Amounts Positive
Original Final Budgetary Basis (Negative)

EXCESS (DEFICIENCY) OF REVENUES
OVER EXPENDITURES 1,913,159 4,672,714 27,980,527 23,307,813

OTHER FINANCING SOURCES (USES)
Transfers in 2,856,324 2,200,044 2,855,987 (337)
Transfers (out) (21,141,424) (11,645,161) (21,141,424) - Total Other Financing Sources (Uses) (9,445,117) (18,285,100) (18,285,437) (337)

EXCESS (DEFICIENCY) OF REVENUES AND

OTHER SOURCES OVER EXPENDITURES
AND OTHER USES - BUDGETARY BASIS $ (7,531,958) $ (13,612,386) $ 9,695,090 $ 23,307,476 ADJUSTMENTS TO BUDGETARY BASIS:

Prior year encumbrances recognized on the GAAP basis (4,761,429) Current year encumbrances recognized on the budgetary basis 6,162,368 Net change in receivables recognized on the GAAP basis 16,735,441 Net change in accrued liabilities recognized on the GAAP basis (129,226) Net change in funds for GAAP Basis not included in annual budget 301,233 Beginning Fund balance 153,315,975
Ending Fund balance $ 181,319,452
For the year ended June 30, 2024
(continued)

CITY OF SANTA CLARA

GENERAL FUND

SCHEDULE OF REVENUES, EXPENDITURES

AND CHANGES IN FUND BALANCES

BUDGET AND ACTUAL (NON-GAAP LEGAL BASIS)
167
Variance
Actual Amount Positive
Original Final Budgetary Basis (Negative)

REVENUES
Charges for services $ - - $ 15,648 $ 15,648 $
Interest and rents 186,771 186,771 77,056 (109,715)
Other 1,119,555 1,119,555 862,868 (256,687)
Total Revenues 1,306,326 1,306,326 955,572 (350,754)

EXPENDITURES
Total General Administration 873,227 873,227 395,926 477,301 Total Expenditures 873,227 873,227 395,926 477,301

EXCESS (DEFICIENCY) OF REVENUES
OVER EXPENDITURES 433,099 433,099 559,646 126,547

EXCESS (DEFICIENCY) OF REVENUES AND

OTHER SOURCES OVER EXPENDITURES
AND OTHER USES $ 433,099 $ 433,099 559,646 $ 126,547
ADJUSTMENTS TO BUDGETARY BASIS:

Expenditures of prior year encumbrances recognized on the GAAP basis (343,660) Current year encumbrances recognized on the budgetary basis 110,010 Net change in accrued liabilities recognized on the GAAP basis 44,460 Net change in land held for development recognized on the GAAP basis (5,400,270) Beginning Fund balance 10,898,621
Ending Fund balance $ 5,868,807

CITY OF SANTA CLARA

SANTA CLARA HOUSING SUCCESSOR

SCHEDULE OF REVENUES, EXPENDITURES

BUDGET AND ACTUAL (NON-GAAP LEGAL BASIS)
Budgeted Amounts
For the year ended June 30, 2024

AND CHANGES IN FUND BALANCES
Santa Clara Housing Successor Schedule of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual (Non-GAAP Legal Basis)

CITY OF SANTA CLARA

NOTES TO REQUIRED SUPPLEMENTARY INFORMATION
June 30, 2024
168
NOTE 1 – REQUIRED SUPPLEMENTARY INFORMATION
A. BUDGETS AND BUDGETARY ACCOUNTING
The results of operations are presented in the budget and actual comparison statement in accordance with the budgetary process (budgetary basis) to provide a meaningful comparison with the budget.

The major differences between the budgetary basis actual and GAAP basis actual are as follows:
 Year-end encumbrances are recognized as the equivalent of expenditures in the budgetary basis financial statements, while encumbered amounts are not recognized as expenditures on the GAAP basis until the liability is incurred.
 Expenditures of prior year encumbrances are recognized on the GAAP basis in the current year, while on the budgetary basis prior year encumbrances were recognized in the prior year.  Accrued liabilities and compensated absences are recognized on the GAAP basis, while the budgetary basis does not recognize accrued liabilities.
 Revenues considered susceptible to accrual on the GAAP basis are not recognized on the budgetary basis until received.
 Special item resulted from dissolution of the Agency are included in the City’s GAAP basis financial statements. However, formal budgets are not prepared for non-cash transactions, and as such are excluded from the budgetary basis financial schedules.
 Increases to certain GAAP basis advances to other funds are treated as expenditures for budgetary basis financial statements.

Notes to Required Supplementary Information
Supplementary Information

171

CITY OF SANTA CLARA

NON-MAJOR GOVERNMENTAL FUNDS

SPECIAL REVENUE FUNDS

GAS TAX
The fund accounts for revenues and expenditures received from the State under Street and Highways Codes Sections 2105 (Gas Tax 2105), 2106 (Collier-Unruh) and 2107 (Special Gas Tax) and from the State under the Road Repair and Accountability Act of 2017 under the Streets and Highways Code Section 2030. The allocations must be spent for street maintenance or construction and a limited amount for engineering.

HUD PROGRAMS
This fund accounts for grant funds received from other governmental agencies for the purpose of developing viable urban communities.

CITY AFFORDABLE HOUSING
This fund accounts for the City’s Below Market Housing Program for low and moderate income residents.

SANTA CLARA HOUSING AUTHORITY FUND
On February 22, 2011, the Santa Clara Housing Authority (SCHA), a special revenue fund, was established to account for housing loans to assist in providing affordable housing. On March 8, 2011, the City, former RDA, and the SCHA executed an assignment and assumption agreement whereby the SCHA assumed responsibility for housing loans for qualifying individuals and groups. Loans assigned were made under various programs; substantially all are long-term in nature.

MAINTENANCE
This fund accounts for the maintenance of the Lawrence Station Community Facility District and two Parking Districts located near the City’s Convention Center and the downtown area. Funds are received by means of a Special Benefit Assessment levied against the property owners in the respective districts.

OPERATING GRANTS FUND
This fund accounts for grant funds received from other governmental agencies for various operating activities.

NEW DEVELOPMENT SERVICE FEE
This fund accounts for the revenues and expenditures from the new development-related fees that are imposed upon new development projects in the City.
172
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CITY OF SANTA CLARA
NON-MAJOR GOVERNMENTAL FUNDS (continued)
173

DEBT SERVICE FUNDS

PUBLIC FACILITIES FINANCING CORPORATION (PFFC)
This fund accumulates monies for the repayment of Certificates of Participation, which are financed by lease payments made by the City’s General Fund to the PFFC for use of the Police Administration Building and Library sites.

CAPITAL PROJECTS FUNDS

PARKS AND RECREATION FACILITIES
This fund was established to account for revenues, contributions and reimbursements received and costs incurred in connection with the acquisition and construction of the City parks.

STREETS AND HIGHWAYS IMPROVEMENT
This fund is used to account for revenues and expenditures related to road construction and traffic improvements.

STORM DRAIN IMPROVEMENT
This fund is used to account for revenues and expenditures related to the construction or modification of the City’s storm drainage system.

FIRE DEPARTMENT IMPROVEMENT
This fund is used to account for revenues and expenditures related to the construction or modification of City fire stations.

LIBRARY DEPARTMENT IMPROVEMENT
This fund is used to account for revenues and expenditures related to the construction or modification of the City’s library facilities.

PUBLIC FACILITIES
This fund is used to account for revenues and expenditures related to the construction, acquisition or modification of public improvements not accounted for in another Capital Projects Fund. 174
HUD City Affordable
Gas Tax Programs Housing
ASSETS
Cash and investments:

Pooled cash and investments 3,983,157 $ 1,078,830 $ 18,184,913 $ Investments with fiscal agent - current - - -
Restricted cash - - -
Receivables (net of allowance for uncollectibles):

Accounts - - -
Loans 10,785,814 - 61,760,818
Intergovernmental 310,704 906,071 -
Investments with fiscal agent - noncurrent - - -
Total Assets $ 12,175,348 4,889,228 $ 79,945,731 $

LIABILITIES
Accrued liabilities $ 295,634 - $ 111,175 $
Total Liabilities 295,634 - 111,175

DEFERRED INFLOWS OF RESOURCES
Unavailable revenue - Loans 10,785,814 - 61,760,818
Total Deferred Inflows of Resources - 10,785,814 61,760,818

FUND BALANCES
Restricted 1,093,900 4,889,228 18,073,738
Committed - - -
Total Fund Balances 1,093,900 4,889,228 18,073,738
Total Liabilities, Deferred Inflows of Resources
and Fund Balances $ 12,175,348 4,889,228 $ 79,945,731 $

NON-MAJOR GOVERNMENTAL FUNDS

CITY OF SANTA CLARA

COMBINING BALANCE SHEET
June 30, 2024

SPECIAL REVENUE FUNDS
Combining Balance Sheet
175
Santa Clara Operating New Development Public Facilities Housing Authority Maintenance Grants Fund Service Fee Financing Corp. $ 2,306,655 1,217,992 $ 2,500,572 $ 38,351,954 $ 17,382 $ - - - - 48,901
187,056 - - - -
- - 40,691 - -
- 6,221,249 - - -
513 - 2,474,604 - -
- - - - 719,134
$ 2,494,224 7,439,241 $ 5,015,867 $ 38,351,954 $ 785,417 $ $ 19,623 - $ 87,482 $ 560,299 $ $ -
19,623 - 87,482 560,299 -
- 6,221,249 - - -
- 6,221,249 - - -
2,474,601 - 4,928,385 434,784 785,417
- 1,217,992 - 37,356,871 -
2,474,601 1,217,992 4,928,385 37,791,655 785,417
$ 2,494,224 7,439,241 $ 5,015,867 $ 38,351,954 $ 785,417 $

SPECIAL REVENUE FUNDS DEBT SERVICE FUND

CITY OF SANTA CLARA

NON-MAJOR GOVERNMENTAL FUNDS

COMBINING BALANCE SHEET
June 30, 2024
176
Parks Streets
and and Storm
Recreation Highways Drain
Facilities Improvement Improvement
ASSETS
Cash and investments:

Pooled cash and investments 49,867,749 $ 58,939,342 $ 5,229,240 $ Investments with fiscal agent - current - - -
Restricted cash 2,349,205 - -
Receivables (net of allowance for uncollectibles):

Accounts - - 132,108
Loans - - -
Intergovernmental 3,174,087 - -
Investments with fiscal agent - noncurrent - - -
Total Assets $ 64,462,634 49,867,749 $ 5,361,348 $

LIABILITIES
Accrued liabilities $ 3,486,903 1,471,901 $ 486,489 $
Total Liabilities 3,486,903 1,471,901 486,489

DEFERRED INFLOWS OF RESOURCES
Unavailable revenue - Loans - - -
Total Deferred Inflows of Resources - - -

FUND BALANCES
Restricted 46,297,616 47,280,005 300,760
Committed 14,678,115 1,115,843 4,574,099
Total Fund Balances 48,395,848 60,975,731 4,874,859
Total Liabilities, Deferred Inflows of Resources
and Fund Balances 49,867,749 $ 64,462,634 $ 5,361,348 $

CAPITAL PROJECTS FUNDS

CITY OF SANTA CLARA

NON-MAJOR GOVERNMENTAL FUNDS

COMBINING BALANCE SHEET
June 30, 2024 (continued)
177
Total
Fire Library Non-Major
Department Department Public Governmental
Improvement Improvement Facilities Funds
$ 265,270 1,403,868 $ 26,980,826 $ 210,327,750 $
- - - 48,901
- - - 2,536,261
- - 216,719 389,518
- - - 78,767,881
- - - 6,865,979
- - - 719,134
$ 265,270 1,403,868 $ 27,197,545 $ 299,655,424 $
$ 139,863 $ 3,739 $ 7,502,881 839,773 $
3,739 139,863 839,773 7,502,881
- - - 78,767,881
- - - 78,767,881
- - 3,197,254 129,755,688
261,531 1,264,005 23,160,518 83,628,974
261,531 1,264,005 26,357,772 213,384,662
$ 265,270 1,403,868 $ 27,197,545 $ 299,655,424 $

CAPITAL PROJECTS FUNDS

CITY OF SANTA CLARA

NON-MAJOR GOVERNMENTAL FUNDS

COMBINING BALANCE SHEET
June 30, 2024 (continued)
178
HUD City Affordable
Gas Tax Programs Housing

REVENUES
Taxes:

Other $ - - $ - $
Licenses, permits, fines, and penalties - - -
Intergovernmental 987,910 7,003,071 3,130
Charges for services - - 57,539
Interest and rents 2,339 456,745 371,084
Other 376,846 - 539,302
- - -
Total Revenues 1,367,095 7,459,816 971,055

EXPENDITURES
Current:

General Administration 1,183,637 - 3,277,157
Public Works - - -
Parks and Recreation - - -
Public Safety:

Police - - -
Fire - - -
Planning and Inspection - - -
Library - - -
Capital outlay - - -
Debt service:

Principal payments - - -
Interest and fiscal fees - - -
- - -
Total Expenditures 1,183,637 - 3,277,157

EXCESS (DEFICIENCY) OF REVENUES
OVER EXPENDITURES 183,458 7,459,816 (2,306,102)

OTHER FINANCING SOURCES (USES)
Transfers in - 747,880 3,524,369
Transfers (out) - (7,150,000) -
Total Other Financing Sources (Uses) (6,402,120) - 3,524,369 NET CHANGE IN FUND BALANCE 1,057,696 183,458 1,218,267
Fund balances - beginning 910,442 3,831,532 16,855,471
Fund balances - ending $ 4,889,228 $ 1,093,900 $ 18,073,738

SPECIAL REVENUE FUNDS

CITY OF SANTA CLARA

NON-MAJOR GOVERNMENTAL FUNDS

COMBINING STATEMENT OF REVENUES, EXPENDITURES

AND CHANGES IN FUND BALANCES
For the year ended June 30, 2024
Combining Statement of Revenues, Expenditures, and Changes in Fund Balances 179

DEBT SERVICE FUND
Santa Clara Operating New Development Public Facilities Housing Authority Maintenance Grants Fund Service Fee Financing Corp. $ 374,769 - $ - $ - $ - $
- - - 8,540,817 -
- - 7,911,575 - -
980,639 - 218,622 10,837,722 -
15,740 26,615 5,835 726,991 39,938
- 373,717 4,350 73,778 -
- - - - -
1,371,148 400,332 8,140,382 20,179,308 39,938
- 105,956 - - -
1,632,506 - - - -
23,433 - 188,138 - -
94,760 - 486,530 - -
- - 3,557,069 3,118,129 -
- - 145,289 14,324,935 -
- - 184,802 - -
- - 293,586 - -
- - - - 1,030,000
- - - - 372,385
- - - - -
1,750,699 105,956 4,855,414 17,443,064 1,402,385
(379,551) 294,376 3,284,968 2,736,244 (1,362,447)
942,413 - 694,445 1,847,578 1,402,440
- (3,524,369) (308,967) (1,064,556) -
942,413 (3,524,369) 385,478 783,022 1,402,440
562,862 (3,229,993) 3,670,446 3,519,266 39,993
1,911,739 4,447,985 1,257,939 34,272,389 745,424
$ 1,217,992 $ 2,474,601 $ 4,928,385 $ 37,791,655 $ 785,417

SPECIAL REVENUE FUNDS

CITY OF SANTA CLARA

NON-MAJOR GOVERNMENTAL FUNDS

COMBINING STATEMENT OF REVENUES, EXPENDITURES

AND CHANGES IN FUND BALANCES
For the year ended June 30, 2024
180
Parks Streets
and and Storm
Recreation Highways Drain
Facilities Improvement Improvement

REVENUES
Taxes:

Other $ - - $ - $
Licenses, permits, fines, and penalties - - -
Intergovernmental 13,934,502 - -
Charges for services 26,203 - 1,460,194
Interest and rents 384,378 1,004,848 5,874
Other 1,363,451 2,654,076 -
- - -
Total Revenues 15,708,534 3,658,924 1,466,068

EXPENDITURES
Current:

General Administration - - -
Public Works 4,802,568 - 720,094
Parks and Recreation 2,487,754 - -
Public Safety:

Police - - -
Fire - - -
Planning and Inspection - - -
Library - - -
Capital outlay 16,608,466 9,419,860 859,616
Debt service:

Principal payments - - -
Interest and fiscal fees - - -
- - -
Total Expenditures 11,907,614 21,411,034 1,579,710

EXCESS (DEFICIENCY) OF REVENUES
OVER EXPENDITURES (8,248,690) (5,702,500) (113,642)

OTHER FINANCING SOURCES (USES)
Transfers in 12,025,347 1,058,941 1,617,838
Transfers (out) (747,880) (10,066) (1,519,920)
Total Other Financing Sources (Uses) 1,048,875 11,277,467 97,918 NET CHANGE IN FUND BALANCE (7,199,815) 5,574,967 (15,724) Fund balances - beginning 55,595,663 55,400,764 4,890,583 Fund balances - ending $ 48,395,848 $ 60,975,731 $ 4,874,859

CAPITAL PROJECTS FUNDS

CITY OF SANTA CLARA

NON-MAJOR GOVERNMENTAL FUNDS

COMBINING STATEMENT OF REVENUES, EXPENDITURES

AND CHANGES IN FUND BALANCES
For the year ended June 30, 2024 (continued)
181
Total
Fire Library Non-Major
Department Department Public Governmental
Improvement Improvement Facilities Funds
$ - - $ - $ 374,769 $
- - - 8,540,817
- - - 29,840,188
- - - 13,580,919
- - 118,993 3,159,380
- - 1,414,969 6,800,489
- - -
- - 1,533,962 62,296,562
- - 2,749,255 7,316,005
- - 30,526 7,185,694
- - - 2,699,325
- - - 581,290
- 369,857 - 7,045,055
- - - 14,470,224
3,041 - - 187,843
36,532 300,394 1,472,541 28,990,995
- - 116,047 1,146,047
- - 54,652 427,037
- - - -
39,573 670,251 4,423,021 70,049,515
(39,573) (670,251) (2,889,059) (7,752,953)
- 627,374 6,397,216 30,885,841
- (42) (112,452) (14,438,252)
- 627,332 6,284,764 16,447,589
(39,573) (42,919) 3,395,705 8,694,636
301,104 1,306,924 22,962,067 204,690,026
$ 1,264,005 $ 261,531 $ 26,357,772 $ 213,384,662

CAPITAL PROJECTS FUNDS

CITY OF SANTA CLARA

NON-MAJOR GOVERNMENTAL FUNDS

COMBINING STATEMENT OF REVENUES, EXPENDITURES

AND CHANGES IN FUND BALANCES
For the year ended June 30, 2024 (continued)
182
Maintenance
Variance
Actual Amount Positive
Budget Budgetary Basis (Negative)

REVENUES
Taxes-Other $ 374,769 377,955 $ (3,186) $
Charges for services 1,373,643 1,373,759 (116)
Interest and rents 15,740 2,181 13,559
Total Revenues 1,764,152 1,753,895 10,257

EXPENDITURES
Current:

Total Public Works 1,650,588 2,188,431 537,843
Total Parks and Recreation 241,292 (98,582) 339,874
Total Police 94,760 94,760 -
-
Total Expenditures 1,646,766 2,524,483 877,717

EXCESS (DEFICIENCY) OF REVENUES
OVER EXPENDITURES 117,386 (770,588) 887,974

OTHER FINANCING SOURCES (USES)
Transfers in 942,413 942,413 -
Total Other Financing Sources (Uses) 942,413 942,413 -

EXCESS (DEFICIENCY) OF REVENUES AND

OTHER SOURCES OVER EXPENDITURES
AND OTHER USES $ 171,825 1,059,799 $ 887,974
ADJUSTMENTS TO BUDGETARY BASIS:

Expenditures of prior year encumbrances recognized on the GAAP basis (308,276) Current year encumbrances recognized on the budgetary basis 223,880 Net change in receivables recognized on the GAAP basis (393,004) Beginning Fund balance 1,911,739
Ending Fund balance $ 2,474,601

SCHEDULE OF REVENUES, EXPENDITURES

AND CHANGES IN FUND BALANCES

BUDGET AND ACTUAL (NON-GAAP LEGAL BASIS)
For the year ended June 30, 2024

CITY OF SANTA CLARA

SPECIAL REVENUE FUNDS
Special Revenue Funds Schedule of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual (Non-GAAP Legal Basis)
183

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS
Non-Major Enterprise Funds are used to finance and account for operations and activities performed by designated departments in the City or through third party agreements.

SOLID WASTE FUND
This fund accounts for the administration of the City’s garbage and rubbish collection service.

CEMETERY FUND
This fund accounts for the activities of the Mission City Memorial Park.

SANTA CLARA CONVENTION CENTER FUND
The Santa Clara Convention Center Fund was established in 1984 to account for the operations of the City’s Convention Center or through third party agreements.

SPORTS AND OPEN SPACE AUTHORITY FUND (SOSA)
SOSA was created by the City Council in 1974 for the acquisition and development of open space within the City and the development of local sports activities.
184
Solid
Waste Cemetery
ASSETS
Current assets:

Cash and investments:

Pooled cash and investments 9,086,672 $ 3,830,325 $
Receivables (net of allowance for uncollectible):

Accounts - 6,740,671
Due from other funds 265,923 -
Total current assets 15,827,343 4,096,248
Noncurrent assets:

Restricted cash - 1,607,071
Capital assets:

Land 1,096,874 -
Construction in progress - -
Buildings, infrastructure and land improvements 127, 1,280,641 362 Equipment 12,150 37,170
2,389,665 164,532
Less accumulated depreciation 91,932 1,149,169
Net capital assets 1,240,496 72,600
Total noncurrent assets 1,679,671 1,240,496
Total assets 5,336,744 17,507,014

DEFERRED OUTFLOWS OF RESOURCES
OPEB related items 7,251 9,645
Pension related items 333,458 945,359
Total deferred outflows of resources 955,004 340,709

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF NET POSITION
June 30, 2024
Combining Statement of Net Position
185
Santa Clara Sports and TOTAL
Convention Open Space Non-Major
Center Authority Enterprise Funds
$ 6,661 12,809,383 $ 25,733,041 $
- 693,962 7,434,633
- - 265,923
6,661 13,503,345 33,433,597
- 691,517 2,298,588
1,995,998 - 3,092,872
- 1,443,641 1,443,641
- 78,803,728 80,211,731
- 2,957,268 3,006,588
1,995,998 83,204,637 87,754,832
- 63,386,218 64,627,319
1,995,998 19,818,419 23,127,513
1,995,998 20,509,936 25,426,101
2,002,659 34,013,281 58,859,698
- - 16,896
- - 1,278,817
- - 1,295,713
(continued)

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF NET POSITION
June 30, 2024
186
Solid
Waste Cemetery

LIABILITIES
Current liabilities:

Accrued liabilities 40,579 3,658,754
Unearned revenue - -
Accrued compensated absences 15,139 4,969
Current portion of landfill closure liability 788,00 - 0 Total current liabilities 4,461,893 45,548
Noncurrent liabilities:

Long-term compensated absences 206,348 67,733
Landfill closure liability 5,925,426 -
Net OPEB liability 160,803 213,886
Net pension liability 2,010,581 5,059,962
Total noncurrent liabilities 11,405,622 2,239,117
Total liabilities 15,867,515 2,284,665

DEFERRED INFLOWS OF RESOURCES
OPEB related items 8,919 11,863
Pension related items 8,897 22,391
Total deferred inflows of resources 34,254 17,816

NET POSITION
Net investment in capital assets 72,600 1,240,496
Restricted for capital projects and other agreements 2,588,291 1,607,071 Unrestricted (453,815) 880,578
Total net position (deficit) 2,560,249 $ 3,374,972 $

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF NET POSITION
June 30, 2024
187
Santa Clara Sports and TOTAL
Convention Open Space Non-Major
Center Authority Enterprise Funds
- 1,232,567 4,931,900
- 5,538,559 5,538,559
- - 20,108
- - 788,000
- 6,771,126 11,278,567
- - 274,081
- - 5,925,426
- - 374,689
- - 7,070,543
- - 13,644,739
- 6,771,126 24,923,306
- - 20,782
- - 31,288
- - 52,070
1,995,998 19,818,419 23,127,513
- 691,517 4,886,879
6,661 6,732,219 7,165,643
$ 2,002,659 27,242,155 $ 35,180,035 $
June 30, 2024

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF NET POSITION
188
Solid
Waste Cemetery
Operating revenues:

Charges for services $ 773,803 38,715,157 $
Other 840 560,272
Total operating revenues 39,275,429 774,643
Operating expenses:

Salaries and benefits 596,740 1,891,373
Materials, services and supplies 35,941,919 613,860
Depreciation 6,287 4,308
Total operating expenses 37,837,600 1,216,887
Operating income (loss) 1,437,829 (442,244)
Nonoperating revenues (expenses):

Interest revenue 49,619 25,955
Rents and royalties - 11,466
Total nonoperating revenues (expenses) 37,421 49,619
Income (loss) before
contributions and transfers 1,475,250 (392,625)
Transfers in 796,000 35,364
Transfers (out) (822) (26,621)
Change in net position 1,483,993 402,553
Total net position - beginning 1,076,256 2,972,419
Total net position - ending $ 3,374,972 2,560,249 $

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN FUND NET POSITION
For the year ended June 30, 2024
Combining Statement of Revenues, Expenses, and Changes in Fund Net Position 189
Santa Clara Sports and TOTAL
Convention Open Space Non-Major
Center Authority Enterprise Funds
$ - 19,670,945 $ 59,159,905 $
- - 561,112
- 19,670,945 59,721,017
6,427 181,391 2,675,931
4,071 17,123,973 53,683,823
- 1,556,039 1,566,634
10,498 18,861,403 57,926,388
(10,498) 809,542 1,794,629
158 157,260 232,992
- - 11,466
158 157,260 244,458
(10,340) 966,802 2,039,087
16,500 - 847,864
- - (27,443)
6,160 966,802 2,859,508
1,996,499 26,275,353 32,320,527
$ 2,002,659 27,242,155 $ 35,180,035 $
For the year ended June 30, 2024

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN FUND NET POSITION
190
Solid
Waste Cemetery

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 774,643 37,895,428 $
Payments to suppliers (574,840) (34,547,196)
Payments to employees for salaries and benefits (1,5 (444,565) 68,299) Rents and royalties received - 11,466
Net cash provided (used) by operating activities 2,3 (244,762) 51,671

CASH FLOWS FROM NONCAPITAL

FINANCING ACTIVITIES
Decrease in due from other funds - 39,778
Transfers in 796,000 35,364
Transfers (out) (822) (26,621)
Cash Flows from Noncapital Financing Activities 8,74 834,956 3

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition and construction of capital assets, net - - Cash Flows from Capital and Related
Financing Activities - -

CASH FLOWS FROM INVESTING ACTIVITIES
Interest and dividends 49,619 25,955
Cash Flows from Investing Activities 25,955 49,619
Net increase (decrease) in cash and cash
equivalents 639,813 2,386,369
Cash and cash equivalents at beginning of period 8,3 3,190,512 07,374 Cash and cash equivalents at end of period 10,693,74 $ 3,830,325 3 $ Cash and cash equivalents:

Pooled cash and investments 9,086,672 $ 3,830,325 $
Restricted cash - 1,607,071
Total cash and cash equivalents 10,693,743 $ 3,830,325 $

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF CASH FLOWS
For the year ended June 30, 2024
Combining Statement of Cash Flows
191
Santa Clara Sports and TOTAL
Convention Open Space Non-Major
Center Authority Enterprise Funds
$ - 19,196,477 $ 57,866,548 $
(4,071) (17,108,852) (52,234,959)
(6,427) (181,391) (2,200,682)
- - 11,466
(10,498) 1,906,234 4,002,645
- - 39,778
16,500 - 847,864
- - (27,443)
16,500 - 860,199
- (735,235) (735,235)
- (735,235) (735,235)
158 157,260 232,992
158 157,260 232,992
6,160 1,328,259 4,360,601
501 12,172,641 23,671,028
$ 6,661 13,500,900 $ 28,031,629 $
$ 6,661 12,809,383 $ 25,733,041 $
- 691,517 2,298,588
$ 6,661 13,500,900 $ 28,031,629 $
(continued)

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF CASH FLOWS
For the year ended June 30, 2024
192
Solid
Waste Cemetery
Reconciliation of operating income (loss) to net cash
provided (used) by operating activities:

Operating income (loss) $ (442,244) 1,437,829 $
Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities:
(Decrease) Increase in due to OPEB system (12,530) (9,420) (Decrease) Increase in due to retirement system 144, 182,828 320 Depreciation 6,287 4,308
Change in assets and liabilities:

Receivables, net (819,729) -
Accrued liabilities 39,020 1,394,723
Compensated absences (21,233) 191,284
Unearned revenue - -
Other receipts - 11,466
Net cash provided (used) by operating activities 2,3 $ (244,762) 51,671 $

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF CASH FLOWS
For the year ended June 30, 2024
193
Santa Clara Sports and TOTAL
Convention Open Space Non-Major
Center Authority Enterprise Funds
$ (10,498) 809,542 $ 1,794,629 $
- - (21,950)
- - 327,148
- 1,556,039 1,566,634
455,337 - (364,392)
- 15,121 1,448,864
- - 170,051
- (929,805) (929,805)
- - 11,466
$ (10,498) 1,906,234 $ 4,002,645 $
For the year ended June 30, 2024

CITY OF SANTA CLARA

NON-MAJOR ENTERPRISE FUNDS

COMBINING STATEMENT OF CASH FLOWS
This page intentionally left blank
195

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS
Internal Service Funds are used to finance and account for special activities and services performed by a designated department for other departments in the City on a cost reimbursement basis.

The concept of major funds does not extend to internal service funds because they do not do business with outside parties. For the Statement of Activities, the net revenues or expenses of each internal service fund are eliminated by netting them against the operations of the other City departments which generated them. The remaining balance sheet items are consolidated with these same funds in the Statement of Net Position.

However, internal service funds are still presented separately in the Fund financial statements, including the funds below.

AUTOMOTIVE SERVICES
This fund accounts for the maintenance and replacement of vehicles and equipment used by all City departments. The source of revenue for this fund is rental fees charged to the various departments.

TECHNICAL EQUIPMENT SERVICES
This fund accounts for the maintenance and replacement of communication and computer equipment used by City departments. The source of revenue for this fund is rental fees charged to the various departments.

PUBLIC WORKS CAPITAL PROJECTS MANAGEMENT
This fund accounts for the Public Works staff time and non-personnel costs utilized to manage and work on specific capital improvement programs of the City. The source of revenue for this fund is fees charged to the departments requiring Public Works capital project services.

INFORMATION TECHNOLOGY SERVICES
This fund accounts for citywide cost associated with computer and telephone equipment replacement as well as other services including new or upgraded software, additional licenses for new users, and general information technology services provided to all City departments. The source of revenue for this fund is fees charged to the departments that require information technology services.

SPECIAL LIABILITY INSURANCE CLAIMS
This fund was established to account for the cost of claims and administrative costs for the City’s self-insured general liability program.

WORKERS’ COMPENSATION INSURANCE CLAIMS
This fund is used to account for the cost of claims for service connected with injuries and illnesses sustained by members of the City’s work force.
196
Technical PW Capital
Automotive Equipment Projects
Services Services Management
ASSETS
Current assets:

Cash and investments:

Pooled cash and investments 16,894,892 $ 8,220,635 $ 992,337 $ Receivables (net of allowance for
uncollectible):

Accounts - 11,941 -
Due from other funds 41,213 - -
Materials, supplies and prepaids 2,453,887 - -
Total current assets 19,401,933 8,220,635 992,337
Noncurrent assets:

Capital assets:

Equipment 3,379,177 41,702,492 -
Right-to-use leased assets - - -
Right-to-use SBITA - - -
Total capital assets 41,702,492 3,379,177 -
Less accumulated depreciation 29,298,320 3,379,177 -
Net capital assets 12,404,172 - -
Total noncurrent assets 12,404,172 - -
Total assets 8,220,635 31,806,105 992,337

DEFERRED OUTFLOWS OF RESOURCES
OPEB related items - 21,390 -
Pension related items 1,350,468 - -
Total deferred outflows of resources 1,371,858 - -

COMBINING STATEMENT OF NET POSITION

INTERNAL SERVICE FUNDS

CITY OF SANTA CLARA
June 30, 2024
Combining Statement of Net Position
197
Special Workers'
Information Liability Compensation
Technology Insurance Insurance
Services Claims Claims TOTAL
$ 12,796,323 2,860,532 $ 10,030,034 $ 51,794,753 $
3,977 26,663 431,512 474,093
- - - 41,213
- - 27,785 2,481,672
12,800,300 2,887,195 10,489,331 54,791,731
- 6,040 - 45,087,709
- 34,655 - 34,655
- 1,386,483 - 1,386,483
- 1,427,178 - 46,508,847
- 5,939 - 32,683,436
- 1,421,239 - 13,825,411
- 1,421,239 - 13,825,411
12,800,300 4,308,434 10,489,331 68,617,142
- 8,701 - 30,091
- 798,950 - 2,149,418
- 807,651 - 2,179,509
(continued)

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

COMBINING STATEMENT OF NET POSITION
June 30, 2024
198
Technical PW Capital
Automotive Equipment Projects
Services Services Management

LIABILITIES
Current liabilities:

Accrued liabilities - 201,457 23,382
Interest payable - - -
Due to other funds 5,851,954 1,220,603 -
Accrued compensated absences 21,365 - -
Current portion of lease obligation - - -
Current portion of SBITA - - -
Total current liabilities 6,074,776 1,220,603 23,382
Noncurrent liabilities:

Long-term portion estimated claims - - -
Long-term compensated absences 291,213 - -
Long-term lease obligation - - -
Long-term SBITA - - -
OPEB pension liability 474,366 - -
Net pension liability 6,299,821 - -
Total noncurrent liabilities 7,065,400 - -
Total liabilities 13,140,176 1,220,603 23,382

DEFERRED INFLOWS OF RESOURCES
OPEB related items - 26,310 -
Pension related items 27,877 - -
Total deferred inflows of resources 54,187 - -

NET POSITION
Net investment in capital assets 12,404,172 - -
Unrestricted 7,000,032 7,579,428 968,955
Total net position (deficit) 19,983,600 $ 7,000,032 $ 968,955 $

COMBINING STATEMENT OF NET POSITION
June 30, 2024

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS
199
Special Workers'
Information Liability Compensation
Technology Insurance Insurance
Services Claims Claims TOTAL
2,686,198 911,436 4,307,485 8,129,958
- 7,304 - 7,304
- - - 7,072,557
- 30,493 - 51,858
- 34,720 - 34,720
- 602,683 - 602,683
2,686,198 1,586,636 4,307,485 15,899,080
6,056,000 - 16,700,000 22,756,000
- 415,637 - 706,850
- - - -
- 617,329 - 617,329
- 192,965 - 667,331
- 2,881,833 - 9,181,654
6,056,000 4,107,764 16,700,000 33,929,164
8,742,198 5,694,400 21,007,485 49,828,244
- 10,702 - 37,012
- 12,752 - 40,629
- 23,454 - 77,641
- 166,507 - 12,570,679
4,058,102 (768,276) (10,518,154) 8,320,087
$ 4,058,102 (601,769) $ (10,518,154) $ 20,890,766 $

COMBINING STATEMENT OF NET POSITION
June 30, 2024

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS
200
Technical PW Capital
Automotive Equipment Projects
Services Services Management
Operating revenues:

Charges for services $ 805,515 8,943,898 $ 4,113,199 $
Insurance refunds and other - - -
Total operating revenues 805,515 8,943,898 4,113,199
Operating expenses:

Salaries and benefits - 2,730,951 3,397,922
Materials, services and supplies 2,931,608 311,831 336,519 General and administrative - - -
Amortization - Right to use assets - - -
Depreciation 53,476 2,419,223 -
Total operating expenses 365,307 8,081,782 3,734,441
Operating income (loss) 440,208 862,116 378,758
Nonoperating revenues (expenses):

Other revenue 1,750,000 286,276 -
Interest expense - - -
Gain (loss) on retirement of assets (30,107) - -
Total nonoperating revenues (expenses) 256,169 1,750,000 - Income (loss) before
contributions and transfers 1,118,285 2,190,208 378,758 Transfers in 3,500,000 1,455,105 -
Transfers (out) - (149,600) (406,304)
Change in net position 5,690,208 2,423,790 (27,546)
Total net position - beginning 17,559,810 1,309,824 996,501 Total net position - ending $ 19,983,600 $ 7,000,032 $ 968,955

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

COMBINING STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN FUND NET POSITION
For the year ended June 30, 2024
Combining Statement of Revenues, Expenses, and Changes in Fund Net Position 201
Special Workers'
Information Liability Compensation
Technology Insurance Insurance
Services Claims Claims TOTAL
$ 6,210,606 13,108,551 $ 6,097,000 $ 39,278,769 $
- - 193,973 193,973
6,210,606 13,108,551 6,290,973 39,472,742
- 2,267,870 - 8,396,743
- 10,056,315 - 13,636,273
6,325,653 - 6,464,165 12,789,818
- 713,293 - 713,293
- 1,208 - 2,473,907 -
6,325,653 13,038,686 6,464,165 38,010,034
(115,047) 69,865 (173,192) 1,462,708
- - - 2,036,276
- (40,662) - (40,662)
- - - (30,107)
- (40,662) - 1,965,507
(115,047) 29,203 (173,192) 3,428,215
- - - 4,955,105
- - - (555,904)
(115,047) 29,203 (173,192) 7,827,416
4,173,149 (630,972) (10,344,962) 13,063,350
$ (601,769) $ 4,058,102 $ (10,518,154) $ 20,890,766

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

COMBINING STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN FUND NET POSITION
For the year ended June 30, 2024
202
Technical PW Capital
Automotive Equipment Projects
Services Services Management

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 805,515 8,994,698 $ 4,113,199 $ Payments to suppliers (311,831) (4,454,358) (123,694)
Payments to employees for salaries and benefits (2,57 - 6,924) (3,397,922) Internal activity - payments to other funds (172,073) - (231,771) Claims paid - - -
Other receipts 1,750,000 286,276 -
Net cash provided (used) by operating activities 2,07 2,243,684 7,619 359,812

CASH FLOWS FROM NONCAPITAL

FINANCING ACTIVITIES
(Increase) in due from other funds (3,644) - -
Increase in due to other funds 1,086,169 189,717 -
Transfers in 3,500,000 1,455,105 -
Transfers (out) - (149,600) (406,304)
Cash Flows from Noncapital Financing Activities 2,388,0 3,689,717 30 (406,304)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition and construction of capital assets, net (3, - 681,678) - Principal payment on capital debt - - -
Interest paid on capital debt - - -
Cash Flows from Capital and Related
Financing Activities - (3,681,678) -
Net increase (decrease) in cash and cash
equivalents 5,933,401 783,971 (46,492)
Cash and investments at beginning of period 16,110,9 2,287,234 21 1,038,829 Cash and investments at end of period 16,894,892 $ 8,220,635 $ 992,337 $ Cash and cash equivalents:

Pooled cash and investments 16,894,892 $ 8,220,635 $ 992,337 $ Total cash and cash equivalents 16,894,892 $ 8,220,635 $ 992,337 $

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

COMBINING STATEMENT OF CASH FLOWS
For the year ended June 30, 2024
Combining Statement of Cash Flows
203
Special Workers'
Information Liability Compensation
Technology Insurance Insurance
Services Claims Claims TOTAL
$ 6,210,606 13,081,890 $ 6,116,369 $ 39,322,277 $
- (9,939,724) - (14,829,607)
- (2,120,685) - (8,095,531)
- (1,460) - (405,304)
(5,415,583) - (5,724,024) (11,139,607)
- - - 2,036,276
795,023 1,020,021 392,345 6,888,504
- - - (3,644)
- - - 1,275,886
- - - 4,955,105
- - - (555,904)
- - - 5,671,443
- - - (3,681,678)
- (800,003) - (800,003)
- (40,662) - (40,662)
- (840,665) - (4,522,343)
795,023 179,356 392,345 8,037,604
-
12,001,300 2,681,176 9,637,689 43,757,149
$ 12,796,323 2,860,532 $ 10,030,034 $ 51,794,753 $
$ 12,796,323 2,860,532 $ 10,030,034 $ 51,794,753 $
$ 12,796,323 2,860,532 $ 10,030,034 $ 51,794,753 $
(continued)

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

COMBINING STATEMENT OF CASH FLOWS
For the year ended June 30, 2024
204
Technical PW Capital
Automotive Equipment Projects
Services Services Management
Reconciliation of operating income (loss) to net cash
provided (used) by operating activities:

Operating income (loss) $ 440,208 862,116 $ 378,758 $
Adjustments to reconcile operating income (loss) to net cash provided by operating activities:
(Decrease) Increase in lease and SBITA obligation - - - (Decrease) Increase in due to OPEB system (27,791) - -
(Decrease) Increase in due to retirement system 167, - 754 - Depreciation 53,476 2,419,223 -
Change in assets and liabilities:

Receivables, net - 50,800 -
Inventory - (1,474,154) -
Accrued liabilities - (220,669) (18,946)
Long-term portion estimated claims - - -
Compensated absences - 14,064 -
Other receipts 1,750,000 286,276 -
Net cash provided (used) by operating activities 2,0 $ 2,243,684 77,619 $ 359,812 $

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

COMBINING STATEMENT OF CASH FLOWS
For the year ended June 30, 2024
205
Special Workers'
Information Liability Compensation
Technology Insurance Insurance
Services Claims Claims TOTAL
$ (115,047) 69,865 $ (173,192) $ 1,462,708 $
- 713,294 - 713,294
- (11,304) - (39,095)
- 95,222 - 262,976
- 1,208 - 2,473,907
(3,977) (26,663) 19,369 39,529
- - (27,785) (1,501,939)
273,047 115,132 173,953 322,517
641,000 - 400,000 1,041,000
- 63,267 - 77,331
- - - 2,036,276
$ 795,023 1,020,021 $ 392,345 $ 6,888,504 $

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

COMBINING STATEMENT OF CASH FLOWS
For the year ended June 30, 2024
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207

CITY OF SANTA CLARA

COMBINING FIDUCIARY FUNDS

PRIVATE PURPOSE TRUST FUNDS
Private Purpose Trust Funds are used to report trust arrangements, other than pension and investment trusts, under which principal and income benefit individuals, private organizations, or other governments. The Private Purpose Trust Funds are described below:

CHARITABLE TRUST
This fund accounts for the various gifts, donations and bequests received by the City for distribution to various nonprofit organizations as determined by the Mission City Community Fund.

SUCCESSOR AGENCY
California State laws ABx1 26 and AB 1484 provided for the dissolution of California Redevelopment Agencies effective January 31, 2012 and the transfer of all non-housing Agency assets to the Successor Agency Redevelopment Obligation Retirement Fund.

CUSTODIAL FUNDS
Custodial Funds are presented separately from the Government-wide and Fund financial statements.

Custodial Funds account for assets held by the City as an agent for individuals, governmental entities, and nonpublic organizations. These funds include the following:

EMPLOYEE CONTRIBUTED EMERGENCY PAID LEAVE POOL FUND
This fund is used to account for monies collected and disbursed for the employees paid leave program that is administered by respective bargaining units. The City does not make contribution to this fund.

SPECIAL ASSESSMENTS
This fund accounts for monies collected and disbursed from special assessment districts where the City is not obligated for the outstanding debt payments.

CUSTODIAL DEPOSITS
This fund accounts for various miscellaneous deposits for other entities. 208
Total
Charitable Successor Private Purpose
Trust Agency Trust
ASSETS
Current assets
Cash and investments:

Pooled cash and investments 809,186 $ 746,871 $ 1,556,057 $ Receivables (net of allowance for uncollectibles):

Interest and rent 185,369 10,606 195,975
Leases receivable 896,947 - 896,947
Total current assets 1,829,187 819,792 2,648,979
Noncurrent assets
Leases receivable- noncurrent 41,927,423 - 41,927,423
Investment with fiscal agent-noncurrent 2,902,022 - 2,902,022 Land held for resale 532,542 - 532,542
Total noncurrent assets 42,459,965 2,902,022 45,361,987 -
Total Assets 44,289,152 3,721,814 48,010,966

LIABILITIES
Unearned revenues 122,008 - 122,008
Due to other agencies 740,000 - 740,000
Total Liabilities 862,008 - 862,008

DEFERRED INFLOWS OF RESOURCES
Leases related 40,393,601 - 40,393,601
Total deferred inflows of resources - 40,393,601 40,393,601

NET POSITION
Held in trust for private purpose 3,721,814 - 3,721,814 3,033,543 - 3,033,543
-
Total Net Position $ 3,033,543 3,721,814 $ 6,755,357 $

CITY OF SANTA CLARA

PRIVATE PURPOSE TRUST FUNDS

COMBINING STATEMENT OF NET POSITION
June 30, 2024
Restricted for individuals, organization
and other governments
Private Purpose Trust Funds
Combining Statement of Net Position
209
Total
Charitable Successor Private Purpose
Trust Agency Trust

ADDITIONS
Investment income:

Net change in fair value of investments 129,146 $ - $ 129,146 $ Interest and rents 3,612,705 112,432 3,725,137
Net investment income 241,578 3,612,705 3,854,283
Total additions 3,612,705 241,578 3,854,283

DEDUCTIONS
General and administrative 972 108,492 109,464
Pass through to the County of Santa Clara - 2,920,000 2,920,000 Total deductions 2,920,972 108,492 3,029,464
691,733 133,086 824,819
Net position - beginning 2,341,810 3,588,728 5,930,538
Net position - ending $ 3,721,814 $ 3,033,543 $ 6,755,357

CITY OF SANTA CLARA

PRIVATE PURPOSE TRUST FUNDS

COMBINING STATEMENT OF CHANGES IN NET POSITION
For the Year Ended June 30, 2024
Net increase (decrease) in fiduciary net position
Combining Statement of Changes in Net Position
210
Employee Contributed Total
Emergency Paid Special Custodial Custodial
Leave Pool Assessments Deposits Funds
ASSETS
Cash and investments:

Pooled cash and investments 417,818 $ 505,773 $ 21,712 $ 945,303 $ Total cash 505,773 417,818 21,712 945,303
Total Assets 505,773 417,818 21,712 945,303

LIABILITIES
Accrued liabilities - - 1,100 1,100
Total Liabilities - - 1,100 1,100

NET POSITION
505,773 417,818 20,612 944,203
-
Total Net Position $ 417,818 $ 505,773 $ 20,612 $ 944,203

CITY OF SANTA CLARA

CUSTODIAL FUNDS

COMBINING STATEMENT OF NET POSITION
June 30, 2024
Restricted for individuals, organization
and other governments
Custodial Funds
Combining Statement of Net Position
211
Employee Contributed Total
Emergency Paid Special Custodial Custodial
Leave Pool Assessments Deposits Funds

ADDITIONS
Contributions:

Employee contributions $ - 63,557 $ - $ 63,557 $
Other plans 3,281,253 - - 3,281,253
Gifts and bequest - - 1,740 1,740
Total contributions 3,281,253 63,557 1,740 3,346,550
Investment income:

Interest and rents - 8,012 - 8,012
Net investment income - 8,012 - 8,012
Total additions 3,281,253 71,569 1,740 3,354,562

DEDUCTIONS
General and administrative 80,000 - 3,063 83,063
Benefits paid - 56,059 - 56,059
Pass through to the Stadium Authority 3,105,273 - - 3,105,273 Total deductions 3,185,273 56,059 3,063 3,244,395
95,980 15,510 (1,323) 110,167
Net position - beginning 409,793 402,308 21,935 834,036 Net position - ending $ 417,818 $ 505,773 $ 20,612 $ 944,203

CITY OF SANTA CLARA

CUSTODIAL FUNDS

COMBINING STATEMENT OF CHANGES IN NET POSITION
For the Year Ended June 30, 2024
Net increase (decrease) in fiduciary net position
Combining Statement of Changes in Net Position

This page intentionally left blank

Statistical Section (Unaudited)

215

CITY OF SANTA CLARA

STATISTICAL SECTION
This part of the City of Santa Clara’s Annual Comprehensive Report provides detailed information to better understand the data presented within the financial statements, note disclosures, and required supplementary information.

TABLES
FINANCIAL TRENDS 1 - 4
Contains trend information to help the reader understand how the City’s financial performance has changed over time.

REVENUE CAPACITY 5 - 10
Contains information to help the reader assess the City’s most significant local revenue sources, the property taxes and electric utility charges.

DEBT CAPACITY 11 - 15
Presents information to assess the affordability of the City’s current levels of outstanding debt and the City’s ability to issue additional debt in the future.

DEMOGRAPHIC AND ECONOMIC INFORMATION 16 - 17
Offers information to help the reader understand the environment within which the City’s financial activities take place.

OPERATING INFORMATION 18 - 21
Contains service and infrastructure data to help the reader understand how the City’s financial report relates to the services the City provides and the activities it performs.

City of Santa Clara
216

CITY OF SANTA CLARA

NET POSITION BY COMPONENT
Last Ten Fiscal Years
(Accrual Basis of Accounting)
(In Thousands)
Table 1
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 (1)
Governmental Activities:

Net Investment in Capital Assets $ 650,220 $ 632,383 $ 625,872 $ 626,115 $ 613,187 $ 585,201 $ 553,135 $ 532,255 $ 507,390 $ 524,645 Restricted 353,262 342,466 317,290 275,653 260,872 244,775 246,048 242,393 207,996 198,316 Unrestricted (281,658) (286,878) (283,492) (289,637) (224,176) (169,513) (180,368) (135,818) (125,913) (186,423) $ 721,824 $ 687,971 $ 659,670 $ 612,131 $ 649,883 $ 660,463 $ 618,815 $ 638,830 $ 589,473 $ 536,538 Business - Type Activities:

Net Investment in Capital Assets 1,145,344 $ $ 1,088,899 $ 1,079,607 $ 1,042,058 $ 974,612 $ 953,098 $ 917,738 $ 882,187 $ 844,911 $ 760,150 Restricted 384,617 332,074 333,069 234,289 249,516 185,267 174,595 142,459 133,718 93,891 Unrestricted 389,118 218,381 112,922 100,116 80,997 31,258 (24,141) (13,132) (61,843) (1,573) $ 1,919,079 $ 1,639,354 $ 1,525,598 $ 1,376,463 $ 1,305,125 $ 1,169,623 $ 1,068,192 $ 1,011,514 $ 916,786 $ 852,468 Primary Government
Net Investment in Capital Assets 1,795,564 $ $ 1,721,282 $ 1,705,479 $ 1,668,173 $ 1,587,799 $ 1,538,299 $ 1,470,873 $ 1,414,442 $ 1,352,301 $ 1,284,795 Restricted 737,879 674,540 650,359 509,942 510,388 430,042 420,643 384,852 341,714 292,207 Unrestricted 107,460 (68,497) (170,570) (189,521) (143,179) (138,255) (204,509) (148,950) (187,756) (187,996) $ 2,640,903 $ 2,327,325 $ 2,185,268 $ 1,988,594 $ 1,955,008 $ 1,830,086 $ 1,687,007 $ 1,650,344 $ 1,506,259 $ 1,389,006 Note:
(1) Certain amounts cannot be compared to fiscal year 2015 due to the implementation of GASB Staetment No. 68.Source: Finance Office, City of Santa Clara. Total Governmental Activities Net Assets:Total Business - Type Activities Net PositionTotal Primary Government Net Position

1. Net Position by Component – Last Ten Fiscal Years
I
217

2. Changes in Net Position – Last Ten Fiscal Years
Table 2
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
Expenses:Governmental Activities:

General Administration $ 32,353 33,144 $ 37,676 $ 33,671 $ 26,436 $ 30,328 $ 25,467 $ 20,636 $ 22,692 $ 18,310 $ City Clerk 1,329 1,209 1,171 1,414 1,292 1,263 864 1,020 309 389 City Attorney 2,529 2,319 2,079 1,890 1,945 1,700 1,000 860 270 194 Human Resources 2,039 1,890 2,136 1,616 2,751 2,011 1,886 1,675 748 654 Finance 10,031 8,824 10,325 10,188 10,497 7,111 6,253 5,323 1,633 1,357 Public Works 44,839 46,164 38,837 41,951 46,176 45,725 38,276 34,314 30,365 29,713 Parks and Recreation 25,907 27,659 20,520 20,266 27,491 23,285 21,369 18,616 17,106 16,135 Public Safety: Police 88,389 97,507 71,575 87,563 89,477 72,449 76,742 63,612 58,599 54,252 Fire 73,154 79,840 58,117 71,025 67,767 58,120 55,372 43,384 37,120 35,341 Planning and Inspection 19,218 18,724 15,487 15,537 16,281 12,879 10,614 9,162 7,855 7,593 Library 12,766 13,056 10,925 10,864 13,773 12,687 12,302 10,553 10,718 8,851 Interest on long term debt 349 546 408 487 560 630 695 749 803 853 Total Governmental Activities Expenses (Net) 312,903 330,882 269,256 296,472 304,446 268,188 250,840 209,904 188,218 173,642 Business-Type Activities:

Utilities: Electric 658,600 584,073 552,552 454,503 453,112 408,812 437,419 402,977 386,239 377,017 Water 49,010 58,039 45,578 45,353 43,196 46,067 41,777 35,649 32,254 29,482 Sewer 86,208 36,162 30,523 30,103 28,614 29,462 25,689 23,047 19,081 17,981 Water Recycling 6,605 8,995 5,700 5,844 6,344 5,909 4,972 4,858 2,672 2,902 Solid Waste 34,196 37,809 32,997 29,769 25,567 25,393 23,363 26,621 20,142 19,717 Cemetery 1,395 1,228 1,350 1,359 1,659 1,257 1,174 820 781 676 Sports and Open Space Authority 10 10 9 8 10 9 10 53 102 97 Santa Clara Golf and Tennis Club - - - - 1,675 2,837 2,951 2,772 2,777 2,754 Santa Clara Convention Center 16,530 18,926 11,829 4,667 16,738 12,967 8,423 8,478 9,075 9,006 Santa Clara Stadium Authority 61,818 91,047 65,308 41,181 79,539 103,899 111,210 105,593 147,435 98,363 Total Business-Type Activities Expenses 745,846 836,289 612,787 656,454 636,612 656,988 610,868 620,558 557,995 462,899 Total Primary Expenses $ 1,015,102 1,167,171 $ 909,259 $ 960,900 $ 904,800 $ 907,828 $ 820,772 $ 808,776 $ 731,637 $ 623,356 $ Source: Finance Office, City of Santa Clara

CITY OF SANTA CLARA

CHANGES IN NET POSITION
Last Ten Fiscal Years
(Accrual Basis of Accounting)
(In Thousands)
218
Table 2
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
Program Revenues:Governmental Activities:

Charges for Services: General Administration $ 14,252 21,733 $ 9,592 $ 3,475 $ 8,837 $ 7,904 $ 398 $ 1,651 $ 1,247 $ 416 $ Parks and Recreation 3,225 3,589 2,049 891 1,495 3,431 3,126 3,169 3,114 4,207 Planning and Inspection 21,755 18,953 21,274 16,470 15,564 19,048 12,837 13,658 15,065 13,944 Other Programs 17,368 19,205 15,282 12,604 15,057 17,476 21,303 19,658 23,022 16,281 Operating Grants and Contributions 6,651 23,117 34,060 17,053 9,455 8,457 7,172 4,723 5,809 8,240 Capital Gains and Contributions 8,534 11,267 6,072 11,598 29,619 23,634 20,273 14,280 12,100 5,848 Total Governmental Activities Program Revenues 71,785 97,864 88,329 62,091 80,027 79,950 65,109 57,139 60,357 48,936 Business-Type Activities:

Utilities:Electric 751,409 784,316 611,549 526,710 507,494 460,263 475,434 459,849 412,441 381,858 Equity in income (losses) of joint ventures (1) - - - - - - - - - (4,719) Water 50,519 57,514 51,606 52,530 51,373 47,017 46,685 39,953 31,955 31,462 Sewer 57,998 48,791 116,443 16,587 71,041 44,763 50,942 43,176 41,659 43,400 Equity in income (losses) of joint ventures (1) - 19,191 - - - - - - - (10,036) Water Recycling 6,395 8,797 6,072 6,182 6,304 6,299 5,479 4,834 3,841 3,381 Solid Waste 35,944 39,287 34,851 26,603 26,645 25,983 23,544 22,585 21,854 20,404 Cemetery 932 775 1,024 844 585 634 666 799 693 649
Sports and Open Space Authority - - - - - - - 58 72 66
Santa Clara Golf and Tennis Club - - - - 674 2,001 1,991 1,780 1,666 2,207 Santa Clara Convention Center 17,429 19,671 8,527 1,221 14,252 12,734 9,061 9,581 7,399 7,112 Santa Clara Stadium Authority 74,438 84,575 59,528 38,682 87,976 112,550 112,039 110,059 146,619 102,908 Total Business-Type Activities Program Revenues 995,064 1,062,917 889,600 669,359 766,344 712,244 725,841 692,674 668,199 578,692 Total Primary Government Program Revenues 1,066,849 1,160,781 977,929 731,450 846,371 792,194 790,950 749,813 728,556 627,628 Net (Expense) Revenues:

Governmental Activities (241,118) (233,018) (180,927) (234,381) (224,419) (188,238) (185,731) (152,765) (127,861) (124,706) Business-Type Activities 80,691 207,437 143,754 56,572 109,890 75,632 68,853 81,806 47,641 20,697 Total Primary Government Net (Expense) Revenues $ (160,426) (25,581) $ (37,173) $ (177,809) $ (114,529) $ (112,606) $ (116,878) $ (70,959) $ (80,220) $ (104,009) $ Note:
(1) Equity in income (losses) of joint ventures were included in the Electric and Sewer Business-Type Activities beginning in fiscal year 2016 Source: Finance Office, City of Santa Clara
Last Ten Fiscal Years
(Accrual Basis of Accounting)
(In Thousands)
(continued)

CITY OF SANTA CLARA

CHANGES IN NET POSITION
219

CHANGES IN NET POSITION
Last Ten Fiscal Years
(Accrual Basis of Accounting)
Table 2
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
General Revenue and other changes in Net PositionGovernmental Activities:

Taxes: Sales $ 64,498 61,776 $ 56,902 $ 56,178 $ 55,270 $ 65,036 $ 56,320 $ 55,751 $ 57,797 $ 49,648 $ Ad Valorem Property 84,047 90,176 74,188 68,358 65,132 58,502 54,965 50,943 45,627 37,574 Transient occupancy 18,989 22,347 10,812 2,949 15,994 23,229 20,580 20,484 20,557 18,186 Other 6,738 7,116 7,317 6,019 5,967 5,955 6,392 5,671 5,510 5,173 Internal Governmental, unrestricted: Motor Vehicle in-lieu - - - - - - - 55 49 50 Contribution in-lieu of taxes 29,584 33,144 27,259 24,548 22,710 21,304 21,986 21,117 19,057 17,493 Investment earnings 13,299 17,939 5,709 6,451 8,700 6,990 4,600 3,466 2,178 1,702 Net increase (decrease) in the fair value of investments 9,969 (5,788) (13,688) (5,207) 6,531 8,082 (2,452) (3,217) 1,049 496 Equity in income (losses) of joint ventures - - - - 95 28 25 49 44 (40) Rents and royalties 10,030 9,754 7,205 9,852 9,032 9,762 10,494 11,410 13,642 11,189 Other 43,058 12,125 58,511 24,590 22,513 30,257 16,243 39,956 8,551 12,154 Special item - - - - - - - - (24,451) (9,224)
Total Government General Revenue and Special Item 264,455 264,346 234,215 193,738 211,944 229,145 189,153 205,685 149,610 144,401 Business-Type Activities: (2)
Investment earnings 28,656 35,799 11,587 13,569 16,709 16,618 15,755 13,031 16,894 15,602 Net increase (decrease) in the fair value of investments 11,712 (3,863) (26,594) (6,246) 10,798 9,921 (3,584) (3,672) 1,218 544 Equity in gains of joint venture 8,533 18,556 14,639 - - - - - - - Gain (loss) on retirement of assets - 1 - 1,678 - - - - 29,751 64 Total Business-Type General Revenue 33,326 66,068 (368) 9,001 27,507 26,539 12,171 9,359 47,863 16,210 Total Primary Government General Revenue 297,781 330,414 233,847 202,739 239,451 255,684 201,324 215,044 197,473 160,611 Change in Net Position - Total Primary Government 137,355 304,833 196,674 24,930 124,922 143,078 84,446 144,085 117,253 56,602Net Position - Beginning of Year (2015 Adjusted) 2,185,268 2,327,325 1,988,594 1,955,007 1,830,085 1,687,007 1,650,344 1,506,259 1,389,006 1,738,140 GASB68 Implementation - - - - - - - - - (405,736)
GASB75 Implementation - - - - - - (47,783) - - -
GASB84 Implementation - - - 8,657 - - - - - -
GASB87 Implementation 4,702 8,745 - - - - - - - -
Net Position - End of Year - Total Primary Government $ 2,327,325 2,640,903 $ 2,185,268 $ 1,988,594 $ 1,955,007 $ 1,830,085 $ 1,687,007 $ 1,650,344 $ 1,506,259 $ 1,389,006 $

CITY OF SANTA CLARA
(continued)
(In Thousands)
220
Table 3
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
General Fund:

Nonspendable $ 3,396 5,880 $ 7,244 $ 13,767 $ 24,260 $ 24,421 $ 25,002 $ 13,837 $ 13,517 $ 13,247 $ Restricted 24,689 31,841 23,291 25,943 28,507 17,652 13,585 7,083 11,865 9,546 Committed 18,575 18,577 23,985 40,280 36,978 30,902 41,914 58,580 64,111 55,121 Assigned 13,863 15,756 9,844 7,131 5,861 7,879 7,473 4,639 4,875 6,761 Unassigned 92,793 109,265 76,751 90,681 122,969 147,739 107,801 107,404 103,430 58,946 Total General Fund 153,316 181,319 141,115 177,802 218,575 228,593 195,775 191,543 197,798 143,621 All other Governmental Funds:

Restricted 137,384 135,624 110,448 88,486 89,256 86,802 91,290 89,818 67,612 76,848 Committed 78,205 83,629 73,821 50,558 44,757 45,345 40,473 44,936 38,953 20,237 Total All Other Governmental Funds 215,589 219,253 184,269 139,044 134,013 132,147 131,763 134,754 106,565 97,085 Total Governmental Funds $ 368,905 400,572 $ 325,384 $ 316,846 $ 352,588 $ 360,740 $ 327,538 $ 326,297 $ 304,363 $ 240,706 $

CITY OF SANTA CLARA

FUND BALANCES - GOVERNMENTAL FUNDS
Last Ten Fiscal Years
(Modified Accrual Basis of Accounting)
(In Thousands)

3. Fund Balances – Governmental Funds – Last Ten Fiscal Years 221
Table 4
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
REVENUES:

Taxes: Sales $ 64,498 61,776 $ 56,902 $ 56,178 $ 55,270 $ 65,036 $ 56,321 $ 55,750 $ 57,796 $ 49,649 $ Ad valorem property 84,599 90,710 74,630 68,773 65,498 58,502 54,965 50,943 45,627 37,574 Transient occupancy 18,989 22,347 10,812 2,949 15,994 23,229 20,580 20,484 20,557 18,186 Other 6,738 7,116 7,317 5,824 5,967 5,955 6,392 5,671 5,510 5,173 Licenses, permits, fees and penalties 18,390 20,151 16,182 12,568 11,476 16,478 8,665 10,536 11,530 9,508 Intergovernmental 13,299 30,730 39,929 22,589 19,905 29,685 13,920 15,269 8,570 13,766 Charges for services 51,976 59,312 47,194 38,171 44,029 49,067 45,237 42,941 46,938 39,012 Contribution in-lieu of taxes 29,584 33,143 27,259 24,548 22,710 21,304 21,986 21,117 19,057 17,493 Interest and rents 26,065 30,430 13,220 16,161 17,673 16,927 15,223 14,636 15,617 10,692 Net increase (decrease) in the fair value of investments (5,788) 9,969 (13,688) (5,207) 6,531 8,082 (2,452) (3,217) 1,049 496 Other 56,381 8,860 42,033 17,161 17,955 15,021 11,957 32,209 9,578 13,792 TOTAL REVENUES $ 364,731 374,544 $ 321,790 $ 259,715 $ 283,008 $ 309,286 $ 252,794 $ 266,339 $ 241,829 $ 215,341 $ Source: Finance Office, City of Santa Clara.

CITY OF SANTA CLARA
(In Thousands)
Last Ten Fiscal Years
(Modified Accrual Basis of Accounting)

CHANGES IN FUND BALANCES - GOVERNMENTAL FUNDS

4. Changes in Fund Balances – Governmental Funds – Last Ten Fiscal Years 222
Table 4
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
EXPENDITURESCurrent:

General Administration $ 36,303 41,322 $ 42,252 $ 37,273 $ 28,927 $ 36,093 $ 28,997 $ 24,265 $ 23,743 $ 18,684 $ City Clerk 1,793 1,747 1,618 1,697 1,429 1,440 1,361 1,594 1,007 1,060City Attorney 3,062 2,835 2,681 2,330 2,154 2,006 1,690 1,658 1,500 1,329Human Resources 3,698 3,521 3,837 3,201 3,876 3,151 3,175 2,993 2,616 2,322Finance 18,111 18,081 16,576 15,852 14,924 11,697 10,484 9,725 9,319 8,455 Public Works 30,175 31,700 28,158 28,443 28,186 31,595 25,595 24,018 20,088 18,424 Parks and Recreation 22,511 23,218 19,890 17,822 22,551 20,026 18,882 17,364 16,162 14,506 Public Safety: Police 81,136 84,981 77,590 74,918 74,168 62,799 67,841 62,290 61,015 54,344 Fire 68,137 72,078 62,203 59,799 56,421 50,975 49,043 42,550 39,129 35,144 Planning and Inspection 19,106 18,879 16,174 14,712 13,534 11,521 9,896 9,156 8,231 7,620 Library 10,732 10,759 10,011 8,879 10,392 10,234 10,426 9,113 9,479 7,611 Capital Outlay 34,798 31,100 19,261 30,514 24,021 30,382 19,933 29,329 13,434 10,730 Debt Service:

Principal payments 2,077 2,238 2,009 1,930 1,859 1,786 1,731 1,674 1,620 1,576 Interest and fiscal fees 504 622 498 572 644 712 767 825 879 925 Bond issuance cost - - - - - - 7 2 1 2
TOTAL EXPENDITURES 332,143 343,081 302,758 297,942 283,086 274,417 249,828 236,556 208,223 182,732 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 32,588 31,463 19,032 (38,227) (78) 34,869 2,966 29,783 33,606 32,609 OTHER FINANCING SOURCES (USES):

SBITA liabilities issued 8,202 2,078 - - - - - - - -
Lease liabilities issued - - 18 - - - - - - -
Transfers in 27,001 33,747 56,105 49,402 29,003 43,334 21,381 44,983 58,473 14,152 Transfers out (24,270) (35,620) (66,617) (55,575) (37,076) (45,001) (23,106) (52,832) (27,581) (12,295) TOTAL OTHER FINANCING SOURCES (USES) 10,933 205 (10,494) (6,173) (8,073) (1,667) (1,725) (7,849) 30,892 1,857

NET CHANGE IN FUND BALANCES
BEFORE SPECIAL ITEM $ 43,521 31,668 $ 8,538 $ (44,400) $ (8,151) $ 33,202 $ 1,241 $ 21,934 $ 64,498 $ 34,466 $

SPECIAL ITEM-ASSET TRANSFERRED
TO LIABILITIES ASSUMED BY SUCCESSOR AGENCY - - - - - - - - (842) (9,224) NET CHANGE IN FUND BALANCES AFTER SPECIAL ITEM $ 43,521 31,668 $ 8,538 $ (44,400) $ (8,151) $ 33,202 $ 1,241 $ 21,934 $ 63,656 $ 25,242 $ DEBT SERVICE AS A PERCENTAGE OF 2,581 2,860 2,507 2,502 2,503 2,498 2,505 2,501 2,500 2,503 NON-CAPITAL EXPENDITURES 1% 1% 1% 1% 1% 1% 1% 1% 1% 1%
Source: Finance Office, City of Santa Clara.
(continued)

CITY OF SANTA CLARA
Last Ten Fiscal Years
(Modified Accrual Basis of Accounting)
(In Thousands)

CHANGES IN FUND BALANCES - GOVERNMENTAL FUNDS
223
Table 5
Ratio of Net
Fiscal Year Net Local State Net Net Total Assessed Valuation % Growth Total Direct Ending Secured Assessed Unsecured Assessed Assessed To Total Assessed of Assessed Tax June 30 Roll (1) Valuation Roll Valuation Valuation Valuation Valuation Rate 2014 / 15 24,294,056 $ 4,183 $ 4,352,204 $ 28,650,443 $ 28,758,679 $ 99.62% 6.50% 1.13% 2015 / 16 27,659,960 4,183 5,157,346 32,821,489 32,927,777 99.68% 14.56% 1.16% 2016 / 17 30,672,596 4,183 5,856,885 36,533,664 36,638,297 99.71% 11.31% 1.15% 2017 / 18 33,449,607 3,896 6,553,560 40,007,063 40,109,539 99.74% 9.51% 1.16% 2018 / 19 36,596,483 354 7,266,592 43,863,429 43,964,914 99.77% 9.64% 1.13% 2019 / 20 38,502,828 870 7,629,244 46,132,942 46,232,453 99.78% 5.17% 1.20% 2020 / 21 42,047,766 870 7,972,493 50,021,129 50,118,954 99.80% 8.43% 1.18% 2021 / 22 44,162,052 870 8,007,077 52,170,000 52,264,729 99.82% 4.30% 1.19% 2022 / 23 48,144,003 870 8,668,804 56,833,678 56,926,788 99.84% 8.94% 1.17% 2023 / 24 52,144,207 1,074 8,829,840 60,975,121 61,070,198 99.84% 7.29% 1.17% Note:
(1) Net of Home Owner Property Tax Relief.Source: County of Santa Clara, Department of Finance

CITY OF SANTA CLARA

ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY Last Ten Fiscal Years
(In Thousands)

5. Assessed and Estimated Actual Value of Taxable Property – Last Ten Fiscal Years 224

CITY OF SANTA CLARA

PROPERTY TAX RATES
(Per $100 Assessed Valuation)
Direct and Overlapping Governments
Last Ten Fiscal Years
Table 6
Fiscal Santa
Year Ending Clara School Special
June 30 County Districts Districts Total
2014 / 15 1.0388% 0.0824% 0.0065% 1.1277%2015 / 16 1.0388% 0.1174% 0.0057% 1.1619%2016 / 17 1.0388% 0.1014% 0.0086% 1.1488%2017 / 18 1.0388% 0.1028% 0.0062% 1.1478%2018 / 19 1.0388% 0.0905% 0.0042% 1.1335%2019 / 20 1.0388% 0.1472% 0.0041% 1.1901%2020 / 21 1.0388% 0.1356% 0.0037% 1.1781%2021 / 22 1.0388% 0.1318% 0.0051% 1.1757%2022 / 23 1.0388% 0.1150% 0.0044% 1.1582%2023 / 24 1.0388% 0.1147% 0.0041% 1.1576% Tax rate limit: A state constitutional amendment (Proposition 13) commencing with fiscal 1979 provided that the tax rate was limited to 1% of full cash value, levied only by the Countyand shared with all other jurisdictions. All jurisdictions may levy a tax rate for voter approved debt.Due date for current taxes: First installment - November 1; second installment - February 1.Penalties for delinquency: 10% and 1.5% of tax per month after date taxes become delinquent.Collected by government unit: County of Santa Clara.Basis upon which collections are distributed: Taxing jurisdictions assessed valuations and tax ratesfor voter approved debt to taxing jurisdictions, County rate (1% of full cash value) shared by all jurisdictions.

Compensation paid to collecting government unit for fiscal year 2023-24 is $534,134 Note: Tax rates stated are the rates applicable to the tax rate area 7-000 as typical tax rate area within the City. Rates are based on $100 assessed valuation. Source: County of Santa Clara, Department of Finance

6. Property Tax Rates Direct and Overlapping Governments – Last Ten Fiscal Years 225
Table 7
Percentage of Percentage of
Assessed Total Assessed Assessed Total Assessed
Taxpayers Valuation Valuation Valuation Valuation
Intel Corporation $ 3.84% 1,291,429 2,342,413 $ 4.49%
Santa Clara Square Office IIA LLC 1,779,263 2.91% - -
Nvidia Corporation (formerly Nvidia Land Development LLC) 1,768,796 2.90% 380,258 1.32% Vantage Data Centers LLC 1.94% - 1,183,601 -
SI LLC 1.86% - 1,136,588 -
Microsoft Corporation 1.75% 266,324 1,070,483 0.93%
Forty Niners SC Stadium Company LLC 811,430 1.33% - -
Apple Inc 1.23% - 751,663 -
Santa Clara Phase III EFH LLC 1.19% - 727,178 -
Coresite Real Estate 0.94% - 575,460 -
Sobrato Interest - - 686,692 2.39%
Oracle America Inc (formerly Sun Microsystems) - - 325,152 1.13% Xeres Ventures LLC - - 262,736 0.91%
M West Propco LLC - - 254,714 0.89%
Agilent Technologies Inc - - 244,671 0.85%
Marvell Semiconductor Inc - - 208,024 0.72%
Texas Instruments Inc - - 188,723 0.66%
Top Ten Total 12,146,875 $ 19.89% 4,108,723 $ 14.29%
City Total $ 61,070,198 $ 28,758,679
Sources: Santa Clara County Assessor 2023-24 and 2014-15 Combined Tax Rolls through HdL Coren & Cone. 2023-24 2014-15

CITY OF SANTA CLARA

PRINCIPAL PROPERTY TAX PAYERS
2023-24 AND 2014-15 COMPARISON FOR GENERAL FUND
(In Thousands)

7. Principal Property Tax Payers 2022-23 and 2013-14 Comparison for General Fund 226

CITY OF SANTA CLARA

PROPERTY TAX LEVIES AND COLLECTIONS
Last Ten Fiscal Years
(In Thousands)
Table 8
Fiscal Year Percentage of Delinquent Percentage of
Ending Gross Current Tax Current Levy Tax Total Total Levy June 30 Tax Levy Collections Collected Collected Collections Collected 2014 / 15 25,550 $ 25,550 $ 100.00% - 25,550 $ 100.00%
2015 / 16 27,603 27,603 100.00% - 27,603 100.00%
2016 / 17 30,605 30,605 100.00% - 30,605 100.00%
2017 / 18 33,312 33,312 100.00% - 33,312 100.00%
2018 / 19 37,374 37,374 100.00% - 37,374 100.00%
2019 / 20 40,288 40,288 100.00% - 40,288 100.00%
2020 / 21 43,680 43,680 100.00% - 43,680 100.00%
2021 / 22 45,539 45,539 100.00% - 45,539 100.00%
2022 / 23 57,619 57,619 100.00% - 57,619 100.00%
2023 / 24 61,986 61,986 100.00% - 61,986 100.00%
Sources: City of Santa Clara and County of Santa Clara, Department of Finance

8. Property Tax Levies and Collections – Last Ten Fiscal Years 227
Table 9
This list is in alphabetical order and represents sales from July 2023 to June 2024The Top 25 Sales / Use Tax contributors generate 41.4% of Santa Clara's total sales and use tax revenue AG Electronic Materials One WorkplaceApplied Materials Pivot InteriorsArista Networks Porsche Stevens CreekBell Electrical Supply Shockwave MedicalCostco Wholesale Stevens Creek Auto ImportsFrontier Ford Stevens Creek BMWHome Depot Stevens Creek HyundaiIntel Corporation Target StoresKeysight Technologies Vantage Data Centers ProcurementLevi's Stadium Wiwynn InternationalLexus of Stevens Creek World Wide Technology Norman S. Wright Mechanical Equipment Corp ZT SystemsNVIDIA Corporation Sources: From Muni Services Sales Tax Digest Summary.

CITY OF SANTA CLARA

PRINCIPAL SALE/USE TAX CONTRIBUTORS
June 30, 2024

9. Principal Sale/Use Tax Contributors
228
Table 10
Fiscal Year
Ending June
30 Residential Commercial Industrial Other Total
2014 / 15 27,139 $ 13,783 $ 277,079 $ 14,936 $ 332,938 $ 2015 / 16 27,789 15,409 321,491 7,112 371,801
2016 / 17 28,007 15,855 341,865 4,682 390,410
2017 / 18 29,082 15,774 355,279 3,562 403,698
2018 / 19 29,734 15,378 359,407 2,428 406,947
2019 / 20 31,867 15,472 383,704 2,815 433,858
2020 / 21 35,440 16,489 399,940 1,394 453,264
2021 / 22 33,275 16,395 448,257 4,447 502,373
2022 / 23 38,021 17,991 500,189 2,964 559,165
2023 / 24 41,676 22,584 584,360 7,527 656,147
Sources: City of Santa Clara

CITY OF SANTA CLARA
Electric Utility Charge For Services by Source
Last Ten Fiscal Years
(In Thousands)

10. Electric Utility Charge for Services by Source
229
Table 11
Total
Primary
Government Population
Debt per
Capita
Total Personal
Income ($000)
Debt/ Income
Ratio
Fiscal Year
Ending June
30 Certificates of
Participation
Lease
Liabilities
SBITA
Liabilities Revenue Bonds
Lease
Liabilities
SBITA
Liabilities
Revenue
Bonds
2014 / 15 24,579 $ - $ - $ 226,828 $ - $ - $ 561,556 $ 812,963 $ 120,973 6,720 $ 4,952,711 $ 16.41% 2015 / 16 22,905 - - 229,719 - - 464,720 717,344 123,752 5,797 5,194,006 13.81% 2016 / 17 21,177 - - 220,800 - - 429,773 671,750 123,983 5,418 5,454,137 12.32% 2017 / 18 19,392 - - 208,117 - - 394,827 622,336 129,604 4,802 6,064,143 10.26% 2018 / 19 17,551 - - 189,158 - - 340,217 546,926 128,717 4,249 6,121,909 8.93% 2019 / 20 15,638 - - 196,012 - - 325,265 536,915 129,104 4,159 6,180,008 8.69% 2020 / 21 13,654 676 - 184,933 2,917 - 296,796 498,976 130,746 3,816 6,596,037 7.56% 2021 / 22 11,594 464 2,397 170,413 2,287 1,437 280,314 468,906 130,127 3,603 7,540,481 6.12% 2022 / 23 10,560 252 8,918 155,302 1,633 2,718 245,275 424,658 132,476 3,206 8,953,977 4.74% 2023 / 24 9,476 39 9,204 154,567 951 2,976 228,668 405,881 132,048 3,074 9,985,016 4.06% Sources: Finance Office, City of Santa Clara and MuniServices LLC.

CITY OF SANTA CLARA

RATIOS OF OUTSTANDING DEBT BY TYPE
Last Ten Fiscal Years
(In Thousands)
Governmental Activities Business Activities
Santa Clara
Stadium
Authority

11. Ratios of Outstanding Debt by Type – Last Ten Fiscal Years 230
Fiscal Year
Ending June 30 Population
Total Assessed
Valuation
2014 / 15 121.0 28,758,679 $
2015 / 16 123.8 32,927,777
2016 / 17 123.9 36,638,297
2017 / 18 129.6 40,109,539
2018 / 19 128.7 43,964,914
2019 / 20 129.1 46,232,453
2020 / 21 130.7 50,118,954
2021 / 22 130.1 52,264,729
2022 / 23 132.5 56,926,788
2023 / 24 132.0 61,070,198
Sources: State of California, Department of Finance County of Santa Clara, Department of Finance

CITY OF SANTA CLARA

POPULATION AND ASSESSED VALUATION
Last Ten Fiscal Years
(In Thousands)
Table 12

12. Population and Assessed Valuation – Last Ten Fiscal Years 231
Table 13
% Applicable Debt
Direct Debt:
2013 Refunding Certificates of Participation 100% 9,055,000 $ Total Gross Direct Debt 9,055,000
Unamortized Premium/Discount 100% 420,800
Total Net Direct Debt 9,475,800
Overlapping Debt:

Santa Clara County General Fund Obligations 97,859,277
Santa Clara County Pension Fund Obligations 29,951,831
Santa Clara Valley Water District Benefit Assessment District 2,704,822 Santa Clara County Board of Education Certificates of Participation 1,117,003 San Jose-Evergreen Community College District OPEB Obligations 23,957 West Valley-Mission Community College District General Fund Obligations 774,900 Foothill-DeAnza Community College District 7,778,180
San Jose-Evergreen Community College District 500,889
West Valley Community College District 203,884,800
Fremont Union High School District 19,983,597
Campbell Union High School District General Fund Obligations 297,810 Campbell Union School District 11,704,464
Campbell Union High School District 7,416,241
Campbell Union School District General Fund Obligations 57,515 El Camino Hospital District 1,886,371
San Jose Unified School District 623,979
Cupertino Union School District 11,824,830
Santa Clara Unified School District 657,939,886
San Jose Unified School District General Fund Obligations 4,648 Santa Clara County 88,520,360
Cupertino Union School District General Fund Obligations 2,016,898 Santa Clara Unified School District Certificates of Participation 7,343,695 Santa Clara County Vector Control District Certificates of Participation 87,431 Total Overlapping Debt 1,154,303,384
Total Gross Direct and Overlapping Bonded Debt (1) 1,163,358,384 Direct Unamortized Premium/Discount -TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $ 1,163,358,384 2023 / 24 Assessed Value $ 61,070,198,224
Ratios to Assessed Valuation:

Direct Debt $ 9,475,800 0.010%
Total Gross Debt 1.900%Total Net Debt 1.900%
Note: (1) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds.

Source: California Municipal Statistics, Inc.

CITY OF SANTA CLARA

COMPUTATION OF DIRECT AND OVERLAPPING BONDED DEBT
June 30, 2024
Description

13. Computation of Direct and Overlapping Bonded Debt
232
Table 14
Fiscal Year Net
Ending Assessed Debt Limit- 15% of Debt Applicable
June 30 Valuation Assessed Valuation (1) to Limit Legal Debt Margin 2014 / 15 28,650,443 $ 4,297,566 $ - 4,297,566 $
2015 / 16 32,821,489 4,923,223 - 4,923,223
2016 / 17 36,533,664 5,480,050 - 5,480,050
2017 / 18 40,007,063 6,001,059 - 6,001,059
2018 / 19 43,863,429 6,579,514 - 6,579,514
2019 / 20 46,132,942 6,919,941 - 6,919,941
2020 / 21 50,021,129 7,503,169 - 7,503,169
2021 / 22 52,170,000 7,825,500 - 7,825,500
2022 / 23 56,833,678 8,525,052 - 8,525,052
2023 / 24 60,975,121 9,146,268 - 9,146,268
Note:

Sources: County of Santa Clara, Department of Finance and City of Santa Clara

CITY OF SANTA CLARA

LEGAL DEBT MARGIN INFORMATION
Last Ten Fiscal Years
(In Thousands)
(1) Section 1309 of the City Charter of the City states: "Bonded Debt Limit. The bonded indebtedness of the City may not in the aggregate exceed the sum of fifteen percent (15%) of the total assessed valuation of property within the City, exclusive of revenue bonds or any indebtedness that has been or may hereafter be incurred for the purposes of acquiring, constructing, extending, or maintaining municipally owned utilities for which purposes a further indebtedness may be incurred by the issuance of bonds, subject only to the provisions of the State Constitution and this Charter."

14. Legal Debt Margin Information – Last Ten Fiscal Years 233
Table 15
Fiscal Year
Ending June 30
Gross
Revenue
Less
Operating
Expense
Net Revenue
Available For
Debt Service Principal Interest
Letter Of
Credit
Fees Total Coverage (1)
2014 / 15 332,178 $ 297,846 $ 34,332 $ 6,485 $ 7,990 $ 459 $ 14,934 $ 2.30 2015 / 16 359,084 316,578 42,506 8,958 8,348 358 17,664 2.41 2016 / 17 352,828 317,237 35,591 7,640 8,434 335 16,409 2.17 2017 / 18 383,662 346,825 36,837 11,416 6,594 302 18,312 2.01 2018 / 19 414,975 331,141 83,834 11,897 11,565 607 24,069 3.48 2019 / 20 445,142 368,162 76,980 11,700 6,787 316 18,803 4.09 2020 / 21 465,675 407,627 58,048 9,580 3,862 349 13,791 4.21 2021 / 22 550,445 493,302 57,143 13,005 3,232 8 16,245 3.52 2022 / 23 635,066 602,370 32,696 13,580 2,696 15 16,291 2.01 2023 / 24 635,038 518,547 116,491 15,140 2,254 6 17,400 6.69 Notes:

Source: City of Santa Clara

CITY OF SANTA CLARA
Last Ten Fiscal Years
(In Thousands)
(1) The required coverage is 1.00.

PLEDGED REVENUE COVERAGE

ELECTRIC REVENUE BOND

15. Pledged Revenue Coverage Electric Revenue Bond – Last Ten Fiscal Years 234
Table 16
Per
Capita Public County City
Personal Buying Median School Unemployment Unemployment Year Population Income Income Age Enrollment Rate Rate
($000)
2014 / 15 120,973 4,952,711 $ 40,941 $ 34.4 15,169 3.9% 3.6% 2015 / 16 123,752 5,194,006 41,971 34.3 15,388 4.2% 3.7% 2016 / 17 123,983 5,454,137 43,991 34.3 15,409 3.8% 3.4% 2017 / 18 129,604 6,064,143 46,790 34.3 15,509 2.9% 2.7% 2018 / 19 128,717 6,121,909 47,561 33.9 15,387 2.1% 1.9% 2019 / 20 129,104 6,180,008 47,868 34.2 15,306 11.0% 9.0% 2020 / 21 130,746 6,596,037 50,449 33.9 14,808 7.0% 5.9% 2021 / 22 130,127 7,540,481 57,947 34.0 14,028 1.8% 1.6% 2022 / 23 132,476 8,953,977 67,589 34.5 13,919 3.2% 2.9% 2023 / 24 132,048 9,985,016 75,617 34.8 14,236 3.4% 3.2% Sources: MuniServices, LLC \ Avenu Insights & Analytics (1) Population data by the California Department of Finance Projections.(2) The California Department of Finance demographics estimates now incorporate 2010 Census counts as a benchmark. (3) Unemployment and Total Employment Data are provided by the EDD's Bureau of Labor Statistics Department.(4) Student Enrollment reflects the total number of students enrolled in the Santa Clara Unified School District.Other school districts within the City are not accounted for in this report.

CITY OF SANTA CLARA

DEMOGRAPHIC AND ECONOMIC STATISTICS
Last Ten Calendar Years

16. Demographic and Economic Statistics – Last Ten Calendar Years 235
Table 17
Percentage of Percentage of
Number of Total City Number of Total City
Company Employees Employment Employees EmploymentApplied Materials, Inc. 8,500 21.1% 8,500 18.1%Intel Corporation 7,801 19.4% 10,801 23.1%Advanced Micro Devices Inc. 3,000 7.4%Kaiser Foundation Health Plan 2,600 6.4% Nvidia 6.2% 2,500
California's Great America 2,500 6.2% 2,500 5.3%Dell 5.2% 2,088 Santa Clara University 2,000 5.0% 1,200 2.6%City of Santa Clara 1,704 4.2% 1,588 3.4%Macy's 3.0% 1,200 1,200 2.6% Avaya Inc. - 2,000 - 4.3%
EMC Corporation - - 1,338 2.9%ON Semiconductor Corporation - - 1,100 2.3%Texas Instruments - - 3,500 7.5%Total Top Ten 84.1% 33,727 33,893 72.1% All Others 15.9% 13,124 6,422 27.9%
Total Employment 100% 46,851 40,315 100%
Sources: Fiscal year 2023: Reference Solutions database, Infogroup, Inc., Papillion, Nebraska Sources: Fiscal year 2014: ReferenceUSA database, infogroup, Inc., Papillion, Nebraska

CITY OF SANTA CLARA

PRINCIPAL EMPLOYERS
Current Year and Ten Years Ago
2024 2015

17. Principal Employers – Current Year and Ten Years Ago 236
Table 18
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
City Council 10.00 9.00 9.00 9.00 10.00 10.00 11.00 10.00 9.00 8.50 City Clerk 7.00 7.00 6.00 7.00 5.00 6.00 7.00 7.00 5.00 5.00 City Attorney 7.00 8.00 8.00 8.00 7.00 7.00 6.00 6.00 6.00 6.00 City Auditor 2.00 3.00 3.00 3.00 3.00 - - - - -
City Manager 11.30 19.00 19.00 13.00 13.00 13.00 14.00 13.00 16.00 9.00 Information Technology 6.00 6.00 6.00 7.00 7.00 7.00 7.00 7.00 5.00 5.00 Human Resources 15.00 15.00 14.00 15.75 15.75 15.00 15.00 15.00 14.50 14.50 Finance 70.75 69.75 68.75 69.75 61.75 61.00 61.00 61.75 60.25 58.25 Parks & Recreation 77.75 77.75 77.75 82.75 82.75 80.75 80.75 79.00 82.75 82.75 Library 42.75 42.50 42.50 46.75 46.75 46.75 45.50 45.50 47.00 46.50 Community Development 75.00 73.00 72.00 68.75 66.00 65.00 64.00 56.00 42.00 44.00 Engineering 36.25 40.25 39.25 42.25 39.25 39.92 40.92 39.25 38.25 38.00 Building Maintenance 13.00 13.00 13.00 13.00 13.00 13.23 13.23 12.90 10.90 11.40 Street 55.60 55.60 55.50 60.60 60.60 58.60 58.60 59.60 65.35 63.10 Automotive Services 14.65 14.65 14.75 15.65 15.65 15.75 15.75 15.75 15.00 15.00 Police 231.00 231.00 221.00 239.00 239.00 239.00 239.00 231.00 222.00 219.00 Fire 173.50 155.50 154.50 168.25 167.25 167.25 167.50 166.50 179.50 179.50 Non-Departmental 5.70 - - 11.00 9.00 4.00 - - - -
Electric Utility 222.00 214.00 198.00 198.00 197.00 189.00 186.00 179.00 166.00 156.00 Water Utility 50.55 50.55 50.55 50.80 50.80 50.35 50.85 52.70 50.10 47.10 Sewer Utility 22.45 22.45 22.45 22.20 22.20 22.65 22.15 21.30 19.90 17.90 TOTAL 1,149.25 1,127.00 1,095.00 1,151.00 1,131.75 1,111.25 1,105.25 1,078.25 1,054.50 1,026.50 Source: City of Santa Clara Annual Budget

CITY OF SANTA CLARA

FULL-TIME EQUIVALENT BUDGETED CITY EMPLOYEES BY PROGRAM/FUNCTION Last Ten Fiscal Years
Fiscal Year Ending June 30

18. Full-Time Equivalent Budgeted City Employees by Program/Function – Last Ten Fiscal Years 237
Table 19
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
Culture and Recreation:

Number of library items circulated 2,060,389 2,152,877 1,268,965 736,301 1,598,171 2,509,201 2,612,102 2,700,315 2,479,126 2,491,553 Fire Protection:

Number of calls answered 10,949 10,688 10,391 8,853 9,339 9,456 8,849 8,850 8,933 8,403Number of inspections conducted 10,143 8,801 4,004 4,303 6,404 8,470 9,696 8,260 8,067 Police Protection:

Number of calls for service (1) 43,306 47,828 61,421 67,211 63,860 58,912 53,865 50,429 51,853 60,208 Electric System:

Maximum annual demand (MW) 669.2 693.9 649.4 590.6 579.3 587.8 586.6 568.1 526.4 491.1Total annual energy (Mwh) 4,657,586 4,568,293 4,361,658 3,956,474 3,773,864 3,693,251 3,733,800 3,628,200 3,488,004 3,238,372 Sewer System:

Number of service connections 25,312 26,105 25,682 25,948 25,359 25,481 26,236 26,162 25,744 25,656 Peak flow (5-day average, WPCP) (MG) 110 110 110 110 110 110 110 110 110 121Maximum daily capacity of treatment plant (WPCP) (MGD) 167 167 167 167 167 167 167 167 167 167Peak flow (5-day average, City) (MGD) 16 16 16 16 16 16 16 16 16 16 Water System:

Number of service accounts 24,903 25,894 25,371 25,592 24,904 25,293 25,670 25,714 25,716 25,656 Daily Average consumption (MG) 15 14 13 16 16 16 15 15 15 16.8Maximum daily capacity of plant:Potable Water (MGD) 80 80 80 80 80 80 80 80 96 87Recycled Water (MGD) 15 15 15 15 15 15 15 30 14 15 Note: (1) Data Based on Calendar Year
Source: City of Santa Clara

CITY OF SANTA CLARA

OPERATING INDICATORS BY FUNCTION/ACTIVITY
Last Ten Fiscal Years
Fiscal Year Ending June 30

19. Operating Indicators by Function/Activity – Last Ten Fiscal Years 238

CITY OF SANTA CLARA
Table 20
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
Culture and Recreation:

Number of community centers 4 4 4 4 4 4 4 4 4 4Number of parks 44 44 44 44 44 39 39 35 34 34 Park acreage 353 353 367 367 353 254 311 330 274 273
Number of golf courses - - - - - 1 1 1 1 1Number of swimming pools 11 11 11 11 11 11 11 11 5 5Number of tennis courts 28 27 27 27 27 28 28 28 28 28Number of lawn bowling greens 1 1 1 1 1 1 1 1 1 1Number of lighted soccer fields 7 7 7 7 7 3 3 3 3 3Number of lighted softball fields 4 4 4 4 4 7 7 7 7 7Number of neighborhood park buildings 11 10 10 10 10 8 8 8 8 8Number of gymnastic centers 1 1 1 1 1 1 1 1 1 1Number of skate parks 1 1 1 1 1 1 1 1 1 1Number of community theaters 1 1 1 1 1 1 1 1 1 1Number of libraries 3 3 3 3 3 3 3 3 3 2 Cemetery 2 2 2 2 2 2 2 2 2 2Fire Protection:

Number of stations 9 10 10 9 10 10 10 10 10 10
Police Protection:

Number of stations 1 1 1 1 2 2 2 2 2 2
Electric System:

Number of meters 60,795 59,297 59,227 58,230 57,066 55,971 55,139 54,942 53,824 53,360 Miles of high voltage lines 631 631 622 618 616 613 612 608 605 591 Number of substations 29 31 29 29 29 28 27 27 27 27
Sewerage and Storm Drain System:

Miles of sanitary sewers 288 288 288 288 288 288 288 288 288 288 Number of sanitary sewer pump stations 6 6 6 6 6 6 6 6 6 6 Miles of storm sewers 194 194 194 196 195 195 195 195 195 195 Number of treatment plants 1 1 1 1 1 Tertiary 1 Tertiary 1 Tertiary 1 Tertiary 1 Tertiary 1 TertiaryNumber of storm drain pump stations 22 22 22 22 22 22 22 22 22 22 Water System:

Miles of water mains 306 306 306 306 306 335 335 335 310 335 Number of fire hydrants 3,648 3,437 3,437 3,248 3,429 3,404 3,382 3,501 3,383 3,315 Miles of recycled watermains 34 34 34 34 34 33 33 33 33 33 Streets:

Miles of Streets 252 252 252 252 252 252 252 252 252 252 Number of Street Lights 8,431 8,431 8,429 8,404 8,235 8,187 8,118 8,112 8,103 8,097Number of Traffic Signals 160 157 186 183 182 207 207 207 206 200 Source: City of Santa Clara

CAPITAL ASSETS STATISTICS BY FUNCTION
Last Ten Fiscal Years
Fiscal Year Ending June 30

20. Capital Assets Statistics by Function – Last Ten Fiscal Years 239
Table 21

INSURANCE ANNUAL TERM EXPIRATION
TYPE OF POLICY COMPANY LIMITS (1) PREMIUM (3) YEARS DATE (2) LiabilityComprehensive General Self-insured (Since 1987) $3 million n/a - OngoingExcess Liability PRISM $50 million $2,244,248 1 7/1/2024 and various other carriers
Workers' Compensation Self-insured (since 1973) $750 thousand n/a - OngoingExcess Workers' PRISM $5 million $999,843 1 7/1/2024Compensation and various other carriersProperty CoverageAll Risks, including flood, Alliant Property Insuranceexcluding earthquake Program (APIP) $1 billion $1,955,842 1 7/1/2024 Various excess carriers
Boiler and Machinery Alliant Property Insurance $100 million $14,403 1 7/1/2024 Program (APIP)Various excess carriers
Financial Loss BondsCrime Coverage Bond PRISM $10 million $14,959 1 6/30/2024 Notes:
(1) Limits are per occurrence (2) All policies have been renewed Source: City of Santa Clara

CITY OF SANTA CLARA

STATEMENT OF INSURANCE COVERAGE
June 30, 2024

21. Statement of Insurance Coverage
240
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241

SUCCESSOR AGENCY CITY OF SANTA CLARA

TABLES
REVENUE CAPACITY 1 - 3
Contains information to help the reader assess the Successor Agency’s most significant local revenue source, the property tax.

DEBT CAPACITY 4
Presents information to assess the affordability of the Successor Agency’s current levels of outstanding debts.

Successor Agency
242
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243
Table 1
2024 2023 2022 2021 2020 2019 2018 2017 2016 2015
Real Property Value 6,573,299 $ 5,996,569 $ 5,790,301 $ 5,708,617 $ 5,372,322 $ 6,024,538 $ 6,136,642 $ 5,710,559 $ 4,474,495 $ 2,504,578 $ Other Property Value 32,851 26,855 33,102 28,733 25,324 22,913 25,857 27,877 796,082 551,425 Total Project Value 6,606,150 6,023,424 5,823,403 5,737,350 5,397,646 6,047,451 6,162,499 5,738,436 5,270,577 3,056,003 Less Base Value (8,838) (8,838) (8,838) (8,838) (8,838) (8,838) (8,838) 49,632 49,322 (8,829) Increment Over Base Value 6,597,312 6,014,586 5,814,565 5,728,512 5,388,808 6,038,613 6,153,661 5,788,068 5,319,899 3,047,174 Redevelopment Property Tax Trust Fund (RPTFF) (1) - - - - - - - - 5,697 9,365 Total Tax Revenue - $ - $ - $ - $ - $ - $ - $ - $ 5,697 $ 9,365 $ Notes:

Source: City of Santa Clara / Santa Clara County Auditor

SUCCESSOR AGENCY OF THE CITY OF SANTA CLARA

BAYSHORE NORTH PROJECT AREA

HISTORICAL TAX INCREMENT
Last Ten Fiscal Years
(In Thousands)
(1) With the State dissolving all RDAs on 02/01/2012, the structure of Tax Increment Revenue has changed. Starting in fiscal year 2012-13, the County's property tax distribution to the Successor Agency was changed to the Redevelopment Property Tax Trust Fund (RPTTF). The RPTTF reported in this table is the amount calculated by the County Auditor-Controller. Under the provisions of the laws dissolving the Redevelopment Agency, the Successor Agency only receives the funds necessary to fulfill its approved obligations.

1. Historical Tax Increment – Last Ten Fiscal Years
244
Table 2

ASSESSED ASSESSED

PROPERTY PROPERTY PERCENT

ASSESSEE USE VALUATION OF TOTAL
1 Forty Niners SC Stadium Company LLC Commercial Office Building 811,430,125 $ 12.28% 2 SI LLC Commercial Office Building 592,670,967 8.97%
3 Exchange Santa Clara Commercial Office Building 316,2 4.79% 00,000 4 Innovation Commons Owner LLC Commercial Office Building 290,034,923 4.39% 5 The Irvine Company Commercial Office Building 240,463 3.64% ,423 6 Apple Inc Commercial Office Building 229,758,745 3.48% 7 PC Santa Clara Gateway 2 LLC Commercial Office Building 222,711,871 3.37% 8 SCT Owner LLC Commercial Office Building 205,645,889 3.11% 9 STC Venture LLC Commercial Office Building 188,867,86 2.86% 0 10 PRII Towers at Great America Owner LLC Commercial Office Building 183,302,957 2.77% TOTAL $ 3,281,086,760 49.66%TOTAL AGENCY ASSESSED VALUE $ 6,606,149,941 Source: HDL Coren & Cone

SUCCESSOR AGENCY OF THE CITY OF SANTA CLARA

BAYSHORE NORTH PROJECT AREA

TEN LARGEST ASSESSEES - TAXABLE VALUE
June 30, 2024

2. Ten Largest Assessees – Taxable Value
245
Table 3

HEARING APPLICANT'S

TAX ROLL ASSESSED APPEAL DATE OPINION
NUMBER ASSESSEE VALUATION/ORIGINAL S/U (1) NUMBER DEADLINE STATUS VALUATION LAND USE 984-92-103 FORTY NINERS 555,214,000 $ S 15.0278 88,000,000 $ Commerical 984-92-104 FORTY NINERS 555,214,000 S 15.0279 88,000,000 Commerical 984-92-103 FORTY NINERS 555,214,000 S 15.028 88,000,000 Commerical 984-92-104 FORTY NINERS 555,214,000 S 15.0281 88,000,000 Commerical 984-92-103 FORTY NINERS 554,267,314 S 17.0232 140,000,000 Commerical 984-92-104 FORTY NINERS 554,267,314 S 17.0233 140,000,000 Commerical 984-92-104 FORTY NINERS 548,980,708 S 16.0256 100,000,000 Commerical 984-92-103 FORTY NINERS 548,980,708 S 16.0257 100,000,000 Commerical 984-92-103 FORTY NINERS 253,784,158 S 18.1918 250,500,000 Commerical 22-0125223 APPLE INC U 22.1293 50,100,000 160,776,054 N/A 21-0811071 CEDAR FAIR S U 21.3482 46,577,214 93,154,425 N/A 21-0811089 CEDAR FAIR S U 21.3483 42,989,135 86,769,758 N/A 21-0811097 CEDAR FAIR S U 21.3484 35,620,612 62,482,975 N/A 21-0811105 CEDAR FAIR S U 21.3485 29,888,601 59,777,200 N/A 17-018611 CEDAR FAIR S U 17.1041 58,852,511 59,280,246 N/A 18-018278 CEDAR FAIR S U 18.0594 50,547,232 58,493,748 N/A 18-0429201 CYXTERA COMM 46,130,484 U 22.416 16,130,000 N/A 104-50-025 COHERENT INC 46,023,273 S 15.0256 15,251,322 Commerical 10-037856 SAVVIS COMMU 45,935,890 U 10.5814 40,000,000 N/A 14-032002 SAVVIS COMMU 44,195,581 U 14.171 22,000,000 N/A $ 5,444,155,836 $ 1,490,456,627
Note:
(1) S=secured roll, U=unsecured roll
Source: Santa Clara County Assessor's Office

SUCCESSOR AGENCY OF THE CITY OF SANTA CLARA

BAYSHORE NORTH PROJECT AREA
ASSESSMENT APPEAL ACTIVITY OF TOP 20 ASSESSEES
2023-24 Impacts

3. Assessment Appeal Activity of Top 20 Assessees
246
Table 4
2023-24 Assessed Valuation: $ 6,606,149,941
Base Year Valuation: (8,837,956)
Incremental Valuation: $ 6,597,311,985
Total Debt Project Area’s Share of
6/30/2024 % Applicable(1) Debt 6/30/24
OVERLAPPING TAX AND ASSESSMENT DEBT:

Santa Clara Unified School District $ 7.645% 76,726,367 1,003,615,000 $ West Valley-Mission Community College District 3.495% 23,173,248 663,040,000 Santa Clara County 1.001% 9,577,268 956,770,000
Santa Clara Valley Water District Benefit Assessment District 1.001% 292,642 29,235,000 El Camino Hospital District 0.007% 7,153 102,186,937
TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $ 109,776,678 OVERLAPPING GENERAL FUND DEBT:

Santa Clara County General Fund Obligations $ 1.001% 10,587,671 1,057,709,440 $ Santa Clara County Pension Obligations 1.001% 3,240,573 323,733,582 Santa Clara County Board of Education Certificates of Participation 1.001% 120,852 12,073,098 West Valley-Mission Community College District General Fund Obligations 2,520,000 3.495% 88,074Santa Clara Unified School District Certificates of Participation 7.645% 856,393 11,202,000 City of Santa Clara General Fund Obligations 10.817% 979,479 9,055,000 Santa Clara County Vector Control District Certificates of Participation 1.001% 9,459 945,000 TOTAL OVERLAPPING GENERAL FUND DEBT $ 15,882,501
Less: Santa Clara County supported obligations (26,627) COMBINED TOTAL DIRECT AND OVERLAPPING DEBT $ 125,659,179 (2) TOTAL NET DIRECT AND OVERLAPPING BONDED DEBT $ 125,632,552 (1) Percentage of overlapping agency's assessed valuation located within boundaries of the project area (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligationsRatios to 2023-24 Assessed Valuation:

Combined Total Direct and Overlapping Debt 1.90% Net Combined Total Direct and Overlapping Debt 1.90%

SUCCESSOR AGENCY OF THE CITY OF SANTA CLARA

BAYSHORE NORTH PROJECT AREA

COMPUTATION OF DIRECT AND OVERLAPPING BONDED DEBT
June 30, 2024

4. Computation of Direct and Overlapping Bonded Debt
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Electric Utility
Enterprise Fund
(Silicon Valley Power)
Financial Statements
For the year ended June 30, 202 with
comparative totals as of June 30, 202
City of Santa Clara, California
1500 Warburton Avenue
Santa Clara, CA 95050-3796

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

TABLE OF CONTENTS

Page
INDEPENDENT AUDITOR'S REPORT ................................................................................... 1 Management’s Discussion and Analysis ..................................................................................... 5 Statements of Net Position .................................................................................................... 11 Statements of Revenue, Expenses and Changes in Net Position .......................................... 13 Statements of Cash Flows ..................................................................................................... 14 Required Supplementary Information
Schedule of Proportionate Share of the Net Pension Liability .............................................. 74 Schedule of Contributions (Pension Plan) ............................................................................ 76 Schedule of Proportionate Share of the Net OPEB Liability and Related Ratios ................. 78 Schedule of Proportionate Share of the Contributions (OPEB Plan) .................................... 79 This page intentionally left blank
INDEPENDENT AUDITOR’S REPORT
To the Honorable Members of the City Council
City of Santa Clara, California
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of the City of Santa Clara Electrical Utility Enterprise Fund (Silicon Valley Power) of the City of Santa Clara, California, as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise Silicon Valley Power’s basic financial statements as listed in the Table of Contents. We did not audit the financial statements of Northern California Power Agency (NCPA), Transmission Agency of Northern California (TANC), M-S-R Energy Authority (MSR EA) and M-S-R Public Power Agency (MSR PPA) as of and for the year ended June 30, 2023, related to the calculation of the Investments in Joint Ventures. At June 30, 2024, the Investment in these Joint Ventures collectively represents 4.2%, 5.0% and 0%, respectively, of total assets, net position and revenues of Silicon Valley Power. The financial statements of the NCPA, TANC, MSR EA and MSR PPA were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the calculation of the Investments in Joint Ventures, is based solely on the reports of the other auditors.

In our opinion, based on our audit and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Silicon Valley Power as of June 30, 2024, and the changes in financial position and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Silicon Valley Power, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Silicon Valley Power’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. 1 Accountancy Corporation
3478 Buskirk Avenue, Suite 217
Pleasant Hill, CA 94523
T 925.228.2800
E [email protected]
w mazeassociates.com
Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Silicon Valley Power’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Silicon Valley Power’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Report on Summarized Comparative Information
We have previously audited Silicon Valley Power’s June 30, 2023 financial statements, and we expressed an unmodified audit opinion on those audited financial statements in our report dated November 30, 2023. In our opinion the summarized comparative information presented herein as of and for the year ended June 30, 2023 is consistent, in all material respects, with the audited financial statements from which it has been derived.

Emphasis of Matter
As discussed in Note 1, the financial statements present only Silicon Valley Power and do not purport to, and do not present fairly the financial position of the City as of June 30, 2024, the changes in its financial position, or, where applicable, its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 2 Required Supplementary Information
Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis and other required supplementary information as listed in the Table of Contents be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated November 21, 2024, on our consideration of the City of Santa Clara’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters.

The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City of Santa Clara’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City of Santa Clara’s internal control over financial reporting and compliance.

November 21, 2024
Pleasant Hill, California
3 1
i ~ ~.
t
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5 Management’s Discussion and A nalysis
MANAGEMENT’S DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis (MD&A) of Silicon Valley Power (SVP) offers a comprehensive overview of SVP's financial activities during the fiscal years concluding on June 30, 2024 and 2023. The purpose of this MD&A is to provide a holistic assessment of SVP's financial performance. To gain a deeper insight into SVP's financial performance, readers are encouraged to examine this MD&A alongside the Basic Financial Statements and their accompanying notes. This combined approach will enhance their comprehension of SVP's financial performance.

SVP, a distinct enterprise fund under the jurisdiction of the City of Santa Clara (City), was created to manage and report on the City's electric power operations. SVP holds ownership of power generation facilities, maintains investments in joint ventures engaged in electricity production, and actively participates in power trading on the open market. These activities are undertaken with the primary objective of ensuring that SVP's retail customers, including the residents, institutions, and businesses within the City, have access to a dependable source of electric power at affordable rates.

The operations of SVP have been significantly influenced by the deregulation of the electric power industry in California, a topic elaborated upon in Note 9 within the financial statements.

FINANCIAL HIGHLIGHTS
Key financial highlights for the fiscal year ended June 30, 2024 are summarized as follows:
 The total assets and deferred outflows of resources surpassed the liabilities and deferred inflows of resources by $1,292.8 million, representing a notable increase of $221.5 million or 20.7% compared to the previous fiscal year's position of $1,071.3 million. This growth is primarily attributed to a $48.7 million expansion in the net investment of capital assets, a $3.7 million increase in pension stabilization reserve, and a $169.1 million increase in unrestricted net position.
 Operating revenues exhibited an increase of $54.3 million or 7.9%, climbing from the previous fiscal year of $687.1 million to $741.5 million. This growth can be chiefly attributed to heightened retail sales, the result of the implementation of a 5% rate increase in July 2023 and a 10% rate increase in January 2024.
 Operating expenses declined by $75.1 million or -11.5% from the previous fiscal year, descending from $655.1 million to $580.0 million in the fiscal year 2023-24. This decrease is primarily the result of lower resource purchase costs and lower generation production costs compared to the previous fiscal year.
 SVP’s total outstanding long-term debt saw a reduction of $15.9 million, declining from $128.4 million in the previous fiscal year to $112.5 million during the current fiscal year.

MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
6 OVERVIEW OF SVP’S BASIC FINANCIAL STATEMENTS
This annual report comprises a series of financial statements and their accompanying notes, organized to provide readers with a comprehensive understanding of SVP’s financial position.

The Basic Financial Statements consist of two key components:

1. Management’s Discussion and Analysis (this part),

2. The Basic Financial Statements, in conjunction with the Notes to these Basic Financial Statements.

The Basic Financial Statements offer insights into both the short-term and long-term financial aspects of SVP.

These statements include:
 Statements of Net Position: These statements present a comprehensive overview of SVP's financial position, encompassing all long-term liabilities on a full accrual basis.  Statements of Revenues, Expenses, and Changes in Net Position: These statements provide detailed information on all of SVP's revenues and expenses, also on a full accrual basis, with a focus on measuring the net revenues and expenses of the program.  Statements of Cash Flows: These statements offer information about cash activities during the fiscal year.

FISCAL YEAR 2023-24 FINANCIAL HIGHLIGHTS
Below is a summary of financial information extracted from the Statements of Net Position (Table1) and the Statements of Revenues, Expenses, and Changes in Net Position (Table 2).

MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
7 Description 2024 2023 Amount % 2022 *
Pooled cash and investments 609.0 $ 461.1 $ 147.9 $ 32.1% 417.6 $ Other assets 238.1 265.6 27.5 11.5% 263.4
Capital assets 655.8 688.8 33.0 5.0% 635.3
Total Assets 1,563.4 1,355.0 208.4 15.4% 1,316.3
Deferred outflows on derivative instruments - 0.8 (0.8) N/A 0.2 Deferred outflows on refunding 4.5 5.3 (0.8) -15.1% 6.2

26.8 25.4 (1.4) -5.2% 14.2
Total Deferred Outflows of Resources 29.9 32.9 (3.0) -9.1% 20.6 Long-term Debt Outstanding 112.5 128.4 (15.9) -12.4% 142.8 Right-to-use liabilities 2.7 4.4 (1.7) -38.6% 3.7
Net OPEB liability 6.9 7.3 (0.4) -5.5% 13.1
Net pension liabilities 108.3 105.8 2.5 2.4% 73.5
Other liabilities 42.2 54.2 12.0 28.4% 67.4
Total Liabilities 284.6 288.1 (3.5) -1.2% 300.5
Deferred inflows on derivative instruments 12.0 23.4 (11.4) -48.7% 42.2 Deferred inflows on refunding 1.0 1.3 (0.3) -23.1% 1.5
Deferred inflows on lease revenue 2.0 2.3 (0.3) -13.0% 2.6 Deferred inflows on pension related items 0.5 0.8 (0.3) -37.5% 18.4 Deferred inflows on OPEB related items 0.4 0.7 (0.3) -42.9% 0.9 Total Deferred Inflows of Resources 15.9 28.5 (12.6) -44.2% 65.6 Net Position:

Net investment in capital assets 575.8 527.1 48.7 9.2% 494.9 Restricted for contractual obligation 10.0 6.3 3.7 58.7% 6.2 Unrestricted 537.9 707.0 169.1 31.4% 469.7
Total Net Position 1,292.8 $ 1,071.3 $ 221.5 $ 20.7% 970.8 $ * Net Investment in Capital Assets were restated to exclude leases receivable and re-categorize it to unrestricted net position.

Deferred outflows on pension and OPEB
related items
Table 1
Net Position
(in millions)
Increase (Decrease)
June 30, 2024, 2023, and 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
8 Description 2024 2023 Amount % 2022
Revenues:

Retail $ 556.2 648.6 $ 92.4 $ 16.6% 497.9 $
Wholesale 85.0 11.5 (73.5) -86.5% 50.0
Interest Revenue 8.4 13.9 5.5 65.5% 6.1
Net increase (decrease) in fair value of investments 8.7 (2.8) 11.5 410.7% (21.0) Rents and royalties 3.8 3.5 (0.3) -7.9% 3.9
Renewable energy credits 10.5 3.9 6.6 169.2% 2.0
Mandated program receipts 20.1 15.9 4.2 26.4% 14.2
Other 95.0 89.4 (5.6) -5.9% 72.0
-
Total Revenues 765.4 806.2 40.8 5.3% 625.1
Expenses:

Retail 631.0 564.0 (67.0) -10.6% 540.5
Wholesale 19.4 9.8 (9.6) -49.5% 18.3
Interest on long term debt and swap termination
payment 2.7 2.2 (0.5) -18.5% 3.1
Mandated program disbursement 6.2 4.5 1.7 37.8% 5.5
Other 3.8 - (3.8) -100.0% -
Total Expenses 661.4 582.2 (79.2) -12.0% 567.4
Increase (decrease) in net position before transfers 224.0 104.0 120.0 115.4% 57.7 Transfers in (out) (3.5) (2.5) 1.0 28.6% (2.3)
Increase (decrease) in net position 221.5 100.5 121.0 120.4% 55.4 Net Position - July 1 1,071.3 970.8 100.5 10.4% 915.4
Net Position - June 30 1,292.8 $ 1,071.3 $ 221.5 $ 20.7% 970.8 $ Table 2
Revenues, Expenses, and Changes in Net Position
(in millions)
Increase (Decrease)
For the years ended June 30, 2024, 2023 and 2022
In fiscal year 2023-24, SVP's retail revenues reached $648.6 million, showing substantial growth from $556.2 million in fiscal year 2022-23 and $497.9 million in fiscal year 2021-22. These figures represent significant year over year growth of 16.6% in fiscal year 2023-24 compared to the preceding fiscal year (2022-23) and 11.7% growth in fiscal year 2022-23 compared to the fiscal year before that (2021-22). The primary driver behind the growth in fiscal year 2023-24 was the implementation of a 5% rate increase effective July 1, 2023 and a 10% rate increase effective January 1, 2024, coupled with a moderate load growth in the fiscal year 2023-24.

In fiscal year 2023-24, SVP's retail operating expenses amounted to $564.0 million, declining from $631.0 million in fiscal year 2022-23 and increasing from $540.5 million in fiscal year 2021-22. These numbers indicate a decrease of $67.0 million or 10.6% in the fiscal year 2023-24 MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
9 compared to the preceding fiscal year (2022-23), and an increase of $90.5 million or 16.7% in the fiscal year 2022-23 compared to the fiscal year before that (2021-22). The lower operating expenses for the fiscal year 2023-24 were primarily driven by the lower resource purchase costs and lower generation production costs compared to the fiscal year 2022-23.

In fiscal year 2023-24, revenues generated from wholesale resources sales, which encompass both gas and power, was $11.5 million. This figure represents a substantial decrease compared to the $85.0 million in fiscal year 2022-23 and the $50.0 million reported as reclassified in fiscal year 2021-22. Simultaneously, the wholesale resources purchase was $9.8 million in fiscal year 2023-24, $19.4 million in fiscal year 2022-23, and $18.3 million in fiscal year 2021-22. The $73.5 million decrease in wholesale resource sales during the fiscal year 2023-2024 was primary attributed to significant decrease in wholesale futures trading profit compared to the previous fiscal year due to sharp declined prices in overall resource market. The $35 million surge in wholesale resource sales during the fiscal year 2022-2023 was attributed to the recognition of a $60 million gain in wholesale futures trading in the year when the resource market experienced unprecedent price spikes. Likewise, the decrease in wholesale resources purchase during this fiscal year was primarily due to the lower prices prevailing in the resource market.

Interest income for fiscal year 2023-24 amounted to $13.9 million, an increase from $8.4 million reported in fiscal year 2022-23, and the $6.1 million recorded in fiscal year 2022-23. This increase in the most recent fiscal year can be primarily attributed to the higher interest rate environment. Conversely, interest expense for fiscal year 2023-24 was $2.2 million, which is a decrease from the $2.7 million in fiscal year 2022-23 and the $3.1 million in fiscal year 2021-22.

For more detailed information regarding interest income and expense, please refer to Note 5 in the financial statements.

As of June 30, 2024, SVP's net position stood at $1,292.8 million, reflecting a $221.5 million increase from the preceding fiscal year. Within this total, there was a $48.7 million increase in the net investment in capital assets, a $3.7 million increase in the amount restricted for contractual obligations, and a $169.1 million increase in unrestricted net position.

CAPITAL ASSETS
As of the end of fiscal year 2023-24, SVP had invested $688.8 million in capital assets, net of depreciation. Most of this investment was allocated to power generation facilities, with the remaining portion distributed across transmission and distribution assets, right-to-use buildings, and subscriptions for information technology arrangements.

As of June 30, 2024, SVP had several projects that were either completed or in progress. In the fiscal year 2023-24, the Capital Improvement Projects Budget included appropriations for significant investments in substation improvements for the upcoming years.

MANAGEMENT’S DISCUSSION AND ANALYSIS (continued)
10 For more comprehensive information regarding SVP's capital assets, please refer to Note 4 in the financial statements.

DEBT ADMINISTRATION
SVP's debt portfolio and its individual components are comprehensively outlined in Note 5 within the financial statements. As of June 30, 2024, SVP's outstanding debt consists of one issue of Revenue Bonds and three issues of Subordinate Revenue Bonds, amounting to a total of $112.5 million. These bonds are backed by the net electric revenues generated by SVP and have maturity dates spanning from fiscal years 2025 through 2033.

ECONOMIC OUTLOOK AND MAJOR INITIATIVES
For detailed information regarding the economic outlook and major initiatives of the City, as well as what is planned for the upcoming year, please refer to the Letter of Transmittal Section of the City's Annual Comprehensive Financial Report for the fiscal year concluding on June 30, 2024. This section provides an in-depth analysis and insight into the City's economic prospects and its key initiatives moving forward.

CONTACTING SVP’S FINANCIAL MANAGEMENT
These Basic Financial Statements are intended to provide citizens, taxpayers, investors, and creditors with a general overview of SVP’s finances. Questions about these Basic Financial Statements should be directed to the City of Santa Clara Finance Department, 1500 Warburton Avenue, Santa Clara, CA 95050-3796.

See accompanying notes to financial statements
11 ASSETS 2024 2023
Current Assets:

Pooled cash and investments (Note 3) 609,040,674 $ 461,055,857 $ Investments with fiscal agent (Note 3) 16,596,885 16,197,916 Leases Receivable (Note 2R) 249,167 259,985
Receivables (net of allowances)
Accounts 91,998,401 122,946,617
Interest 1,768,781 3,761,308
Derivative instrument (Note 5G) 7,119,963 8,294,280
Due from the City of Santa Clara (Note 2E) 4,017, 3,209,849 195 Inventory of materials and supplies (Note 2F) 19, 15,827,132 366,588 Total Current Assets 598,601,383 783,109,215
Noncurrent Assets:

Capital assets (Note 4)
Land 14,371,743 14,371,743
Construction in progress 71,262,465 86,463,324
Buildings, improvements and infrastructure 1,147,187 1,101,647,613 ,859 Equipment 10,297,966 10,212,515
Right-to-use leased assets 2,916,623 2,916,623
Right-to-use SBITA 3,108,024 3,837,038
Accumulated depreciation (576,144,800) (547,761,849)
Total Capital Assets (Net of Accumulated
Depreciation) 655,842,585 688,844,302
Other Noncurrent Assets:

Restricted investments (Note 3) 10,065,874 6,324,045
Derivative instrument (Note 5G) 4,867,018 15,163,920
Investments in joint ventures (Note 6) 65,209,772 65,844,941 Deposits (Note 3) 11,127,179 9,449,807
Leases receivable (Note 2R) 1,852,925 2,112,910
Total Other Noncurrent Assets 91,445,396 100,572,995
Total Noncurrent Assets 780,289,698 756,415,580
Total Assets 1,355,016,963 1,563,398,913

DEFERRED OUTFLOWS OF RESOURCES
Accumulated decrease in fair value of hedging
instruments (Note 5G) 783,790 7,708
Deferred outflow on refunding of debt 4,474,983 5,333,697 Deferred outflows on OPEB related items (Note 8) 311 616,793 ,077 Deferred outflows on pension related items (Note 7) 26,223,040 25,096,908 Total Deferred Outflows of Resources 29,890,676 32,957,320 June 30, 2024

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

STATEMENTS OF NET POSITION
with Comparative Totals as of June 30, 2023
Statements of Net Position

See accompanying notes to financial statements
12 LIABILITIES 2024 2023
Current Liabilities:

Accrued liabilities 33,601,331 44,808,600
Interest payable 1,389,163 1,190,753
Accrued compensated absences 472,381 566,004
Current portion of long-term debt (Note 5) 15,460,00 15,140,000 0 Current portion derivative financial instruments (Note 5G) 7,708 783,790 Current portion of leases obligation (Note 5J) 710,1 681,619 81 Current portion of SBITA (Note 5K) 481,034 392,381
Total Current Liabilities 63,130,657 52,554,288
Noncurrent Liabilities:

Long-term portion accrued compensated absences 6,438 5,888,451 ,722 Net pension liability (Note 7) 108,269,790 105,823,291
Net OPEB liability (Note 8) 7,288,705 6,898,479
Long-term leases obligation (Note 5J) 240,824 951,003
Long-term SBITA (Note 5K) 2,495,433 2,325,628
Long-term debt (Note 5) 113,302,932 97,089,699
Total Noncurrent Liabilities 221,432,947 235,580,010
Total Liabilities 288,134,298 284,563,604

DEFERRED INFLOWS OF RESOURCES
Accumulated increase in fair value of hedging instruments (Note 5G) 23,458,200 11,986,981
Deferred inflow on refunding of debt 1,024,530 1,280,797 Deferred inflow - leases related (Note 2R) 1,997,165 2,282,329 Deferred inflows pension related items (Note 7) 479, 821,311 098 Deferred inflows OPEB related items (Note 8) 382,621 702,262 Total Deferred Inflows of Resources 15,870,395 28,544,899

NET POSITION
Net investment in capital assets, restated (Note 12) 575,817,583 527,101,920 Restricted 6,324,045 10,065,874
Unrestricted restated (Note 12) 706,972,133 537,869,121 Total Net Position 1,071,295,086 1,292,855,590 $
with Comparative Totals as of June 30, 2023
(SILICON VALLEY POWER)

STATEMENTS OF NET POSITION
June 30, 2024

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND

See accompanying notes to financial statements
13 2024 2023
Operating Revenues:

Residential sales $ 38,021,218 41,675,989 $
Commercial sales 17,991,071 22,584,103
Industrial sales 500,189,088 584,360,495
Renewable energy credits 3,916,420 10,502,295
Wholesale resource sales (Note 9) 11,470,683 85,035,267 Mandated program receipts 20,120,470 15,926,482
Other operating revenues 50,751,706 26,084,529
Total Operating Revenues 741,465,741 687,164,075
Operating Expenses:

Operations 92,744,945 111,613,480
Maintenance 31,152,357 29,090,846
Purchased resource 480,208,227 394,828,371
Wholesale resource purchases (Note 9) 9,785,427 19,474,055 Mandated program disbursement 6,179,170 4,541,142
Amortization (Note 4) 1,051,552 1,158,632
Depreciation (Note 4) 25,934,672 27,322,314
Total Operating Expenses 579,978,240 655,106,950
Operating Income 32,057,125 161,487,501
Nonoperating Revenues (Expenses):

Interest revenue 8,392,327 13,871,450
Net changes in the fair value of investments 8,702, (2,841,392) 128 Interest expense (2,659,346) (2,206,422)
Equity in income (losses) of joint ventures (635,169 8,532,699 ) Rents and royalties 3,845,365 3,484,588
Other revenues 60,399,404 39,365,830
Other expenses (3,763,379) -
Total Nonoperating Revenues, net 62,582,405 71,905,678
Income Before Transfers 224,069,906 103,962,803
Transfers from the City of Santa Clara 376,500 208,290
Transfers to the City of Santa Clara (2,885,902) (3,706,812) Net Income 100,464,281 221,560,504
Net Position, Beginning of Year 1,071,295,086 970,830,805 Net Position, End of Year 1,292,855,590 $ 1,071,295,086 $

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION For the Year Ended June 30, 2024
with Comparative Totals for the Year Ended June 30, 2023 Statements of Revenue, Expen ses and Changes in Net Position

See accompanying notes to financial statements
14 2024 2023

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 668,767,150 $ 587,190,157
Payments to suppliers (465,537,231) (583,494,659)
Payments to employees for salaries and benefits (56, (52,546,917) 790,537) Rents and royalties received 3,774,218 4,543,348
Resource energy trading escrow 1,677,372 8,391,775
Wholesale resource sales 85,035,267 11,470,683
Wholesale resource purchases (9,785,427) (19,474,055)
Renewable energy credits 3,916,420 10,502,295
Other receipts 69,427,502 48,902,208
Net Cash provided by Operating Activities 213,749,86 102,219,708 1

CASH FLOWS FROM NONCAPITAL FINANCING

ACTIVITIES
Increase (decrease) in due from other funds (807,346 (522,955) ) Changes in restricted investments 3,741,829 177,687
Transfers in 208,290 376,500
Transfers out (3,706,812) (2,885,902)
Net Cash (used in) Noncapital Financing Activities 4 (3,843,790) 25,081

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition and construction of capital assets, net (63,780,946) (45,362,719) Principal payments on debt (14,573,440) (16,292,174)
Interest paid on debt (3,089,729) (2,555,620)
Net Cash (used in) Capital and Related Financing Activities (82,628,740) (63,025,888)

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

STATEMENTS OF CASH FLOWS
with Comparative Totals for the Year Ended June 30, 2023 For the Year Ended June 30, 2024
Statements of Cash Flows
See accompanying notes to financial statements
15 2024 2023

CASH FLOWS FROM INVESTING ACTIVITIES
Interest and dividends 8,236,726 11,877,286
Net increase (decrease) in the fair value of investments 8,702,128 (2,841,392) Payments made by fiscal agent 17,593,392 16,555,791
Deposits made with fiscal agent (17,992,362) (13,650,909) Net Cash (used in) Investing Activities 20,180,444 8,300,216 Net Increase (Decrease) in Cash and Cash Equivalents 151,726,646 43,650,246 Cash and cash equivalent at Beginning of Period 467, 423,729,656 379,902 Cash and cash equivalent at End of Period 619,106,54 $ 467,379,902 8 $ Reconciliation of Operating Gain (Loss) to Net Cash
Provided (Used) by Operating activities:

Operating income $ 161,487,501 $ 32,057,125
Adjustments to reconcile operating income to net cash
provided (used) by operating activities:
(Decrease) Increase due to OPEB system (404,151) (5,395,611) (Decrease) Increase due to retirement system 3,230,4 1,566,196 18 (Decrease) Increase due to lease and SBITA Obligation (34,360) (44,658) Depreciation and amortization 28,480,946 26,986,224
Change in assets and liabilities:

Receivable, net 6,417,073 (30,948,216)
Inventory (2,022,294) (3,539,456)
Accrued liabilities (25,723,647) 14,234,570
Restricted cash (3,741,829) (177,687)
Compensated absences (316,178) 456,648
Other receipts 64,244,769 42,850,418
Other expenses (3,763,379) -
Resource trading escrow 8,391,775 1,677,372
Net Cash Provided by Operating Activities 213,749,86 $ 102,219,708 1 $ NONCASH TRANSACTIONS:

Joint Ventures
Nonoperating Income (Expense) (635,169) $ 8,532,699 $
Issuance of SBITA Liability $ (1,670,794) (729,014) $
Addition of SBITA Asset $ 1,670,794 729,014 $
(SILICON VALLEY POWER)

STATEMENTS OF CASH FLOWS
with Comparative Totals for the Year Ended June 30, 2023

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
For the Year Ended June 30, 2024

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
16 NOTE 1 – DEFINITION OF THE REPORTING ENTITY
The City of Santa Clara (the City), California’s Electric Utility Enterprise Fund, which began operating as Silicon Valley Power (SVP) in 1997, commenced operations over 100 years ago in 1896. Originally, SVP constructed a lighting plant consisting of forty-six 2000 candlepower direct current lamps and a dynamo (a type of electric generator) which entered into service in October 1896. In late 1903, SVP invested $5,000 to convert the system to alternating current and abandoned the small generating plant. Wholesale power was purchased from United Gas and Electric Company of San Jose.

Between 1903 and 1965, SVP purchased all of its electric power requirements from investorowned utilities. In 1965, it received an allocation of power from the Federal Central Valley Project and began to diversify its resources. SVP became a charter member of the Northern California Power Agency (NCPA) in June 1968. Throughout the 1970’s, SVP and NCPA worked on behalf of all municipal electric utilities in Northern California to gain access to wholesale transmission markets and to jointly develop cost-effective electric generation resources.

In 1980, SVP became a generating utility for the first time in 73 years with the start of operations of the 6-Megawatt Cogen No. 1 power plant. In 1983, the 110 Megawatt NCPA Geothermal Project, the first municipally owned and operated geothermal power plant in the United States, entered service with SVP as lead partner holding a 55% participation share. Subsequently, SVP participated in further jointly owned power generation projects including hydroelectric, natural gas and coal fired generation. In 2005, SVP placed the 147 Megawatt Don Von Raesfeld Power Plant into service.

Today, SVP has grown to approximately 8,431 streetlights and serves approximately 60,346 electric customers. As SVP looks to the future, it continues to be responsive to the electric market development by increasing its renewable power resources, reducing its greenhouse gas (GHG) footprint, and working with its customers to enhance the value they receive from municipal ownership of their electric utility.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Presentation
SVP’s Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) as applied to government units. The Government Accounting Standards Board (GASB) is the acknowledged standard setting body for establishing accounting and financial reporting standards followed by governmental entities in the United States of America. The electric enterprise fund is included in the City’s Annual Comprehensive Financial Report, and therefore, these financial statements do not purport to represent the financial position and changes in financial position of the City. 17 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) B. Basis of Accounting
SVP reports its activities as a proprietary fund type (Enterprise Fund) which is maintained on the accrual basis of accounting wherein revenues are recognized in the accounting period in which they are earned regardless of whether they are received, and expenses are recognized in the period in which the related liabilities are incurred. Certain indirect costs are included in program expenses reported for individual functions and activities.

During the year ended June 30, 2023, SVP implemented the following GASB Statement:

The GASB issued Statement No. 91 “Conduit Debt Obligation.” The objective of this statement is to provide a single method of reporting conduit debt obligations by issuers and eliminate diversity in practices. This statement becomes effective for periods beginning after December 15, 2021. The implementation had no effect on the financial statements.

The GASB issued Statement No. 92 “Omnibus 2020.” The objective of this statement is to enhance comparability in reporting and improve the consistency of authoritative literature by addressing practice issues identified during implantation of certain GASB statements. This statement becomes effective upon issuance for requirements related to GASB 87. For GASB 73, GASB 74, and GASB 84 as well as measurement of liabilities associated with asset retirement obligations, the requirements become effective for reporting periods beginning after June 15, 2021. The implementation had no effect on the financial statements.

The GASB issued Statement No. 94 “Public-Private and Public-Public Partnerships and Availability Payment Arrangements.” The objective of this statement is to address issues related to public-private and public-public partnership arrangements and to provide guidance for accounting and financial reporting for availability payment arrangements. This statement becomes effective for periods beginning after June 15, 2022. The implementation had no effect on the financial statements.

The GASB issued Statement No. 96 “Subscription-Based Information Technology Arrangements.” The objective of this statement is to provide guidance on the accounting and financial reporting for subscription-based information technology arrangements (SBITAs) for government end users. This statement becomes effective for periods beginning after June 15, 2022. The provisions of this State were implemented during the fiscal year 2022-23.

As a result, the balances of the SBITA payable and intangible right-to-use SBITA asset were $1,437,230 as of July 1, 2022. SVP restated and increased the balances in that amount, and the net effect on beginning net position and fund balance was zero. See the disclosure in Note 5.

During the year ended June 30, 2024, SVP implemented the following GASB Statement:
18 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The GASB issued Statement No. 100 “Accounting Changes and Errors Corrections.” The objective of this statement is to establish accounting and financial reporting requirements for (a) accounting changes and (b) the correction of an error in previously issued financial statements.

This statement becomes effective for periods beginning after June 15, 2023. The provision of this statement were implemented during fiscal year 2024. The implementation had no effect on the financial statement.

SVP is analyzing the effects of the following pronouncements and plans to adopt them by the effective dates:

The GASB issued Statement No. 101 “Compensated Absences.” The objective of this statement is to amend the existing requirements for the recognition of compensated absences liability. This statement becomes effective for periods beginning after December 15, 2023. SVP is currently evaluating the impact on the financial statements.

The GASB issued Statement No. 102 “Certain Risk Disclosures.” The objective of this Statement is to provide users of government financial statements with essential information about risks related to a government’s vulnerabilities due to certain concentrations or constraints.

This statement is effective for fiscal years beginning after June 15, 2024. SVP is currently evaluating the impact on the financial statements.

The GASB issued Statement No. 103, “Financial Reporting Model Improvements.” The objective of this Statement is to improve key components of the financial reporting model to enhance its effectiveness in providing information that is essential for decision making and assessing a government’s accountability. This statement is effective for fiscal years beginning after June 15, 2025. SVP is currently evaluating the impact on the financial statements.

The GASB issued Statement No. 104, “Disclosure of Certain Capital Assets.” The objective of this Statement is to provide users of government financial statements with essential information about certain types of capital assets. This statement is effective for fiscal years beginning after June 15, 2025. SVP is currently evaluating the impact on the financial statements.

C. Measurement Focus
Enterprise funds are accounted for on a cost of services or economic resources measurement focus, which means that all liabilities associated with the activity are included on their Statement of Net Position. Enterprise fund type operating statements present increases (revenues) and decreases (expenses) in total net position. Reported net position is segregated into three categories – net investment in capital assets, restricted, and unrestricted. 19 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) D. Cash and Investments
SVP’s cash and investments pool is maintained by the City except for fiscal agent cash and investments.

While maintaining safety and liquidity, the City maximizes investment return by pooling its available cash for investment purposes. Unless there are specific legal or contractual requirements to do otherwise, interest earnings are apportioned among funds according to average monthly cash and investment balances. It is generally the City's intention to hold investments until maturity. City investments are stated at fair value (see Note 3).

Cash and cash equivalents for purposes of the statement of cash flows include pooled cash and investments and cash designated for construction. Transactions with City-wide cash management pools are similar to those with external investment pools; therefore, since pooled cash and investments have the same characteristics as demand deposits in that the City's individual funds and component units may withdraw additional monies at any time without prior notice or penalty, pooled cash and investments are considered essentially demand deposit accounts.

Cash and investments with fiscal agent, a bond reserve investment pool, and amounts classified as deposits are not considered cash and cash equivalents.

E. Due from City of Santa Clara
During the course of operations, transactions occur between SVP and the City for goods provided or services rendered. The related receivables, net, are classified as “Due from the City of Santa Clara” on the accompanying statement of net position.

F. Inventory of Materials and Supplies
Inventory of materials and supplies is accounted for using the consumption method and is stated at average cost. Inventory consists of expendable supplies held for consumption by the electric utility.

G. Capital Assets
All capital equipment and right-to-use equipment with a value of $5,000 or more, buildings, improvements and infrastructure, right-to-use building with costs exceeding $20,000 or more, and the right-to-use SBITA with a value of $400,000 or more, with useful lives exceeding two years are capitalized. These assets are valued at historical cost or estimated historical cost if actual historical cost is not available except for intangible right -to-use assets, the measurement of which discussed in Note 2R and 2S below. Contributed capital assets are valued at their 20 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) estimated acquisition value on the date contributed. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets (buildings and improvements: 20 to 50 years; equipment: 3 to 25 years; and right-to-use SBITA assets: 3-25 years) and is charged as an expense against operations. Accumulated depreciation is reported on the statement of net position.

The cost of normal maintenance and repairs that do not add to the value of the asset or materially extend asset lives are not capitalized. Improvements are capitalized and depreciated over the remaining useful lives of the related capital assets.

Capital assets and the related obligations under lease/purchase agreements are capitalized and accounted for in accordance with Accounting Standards Codification (ASC) Topic 842. Interest is capitalized on construction in progress in accordance with ASC Topic 835, Capitalization of Interest Cost in Situations Involving Certain Tax-Exempt Borrowings, and Certain Gifts and Grants. Accordingly, interest capitalized is the total interest cost for the date of the borrowings net of any interest earned on temporary investments of the borrowed proceeds until the specified asset is ready for its intended use. There was no interest capitalized for the fiscal years ended June 30, 2023 or 2024.

H. Joint Ventures
SVP participates in several joint ventures in accordance with GAAP. If SVP’s equity in net losses of a joint venture exceeds its investments, use of the equity method is suspended except to the extent that SVP is obligated to provide further support or has guaranteed obligations of the joint venture.

SVP advances funds to certain of its joint ventures in the form of refundable advances, project advances, and operating and maintenance advances. Refundable advances accrue interest at rates stated in the related agreements. Operating, maintenance, and project advances are charged to operations when incurred.

Capitalized project costs are charged to operations in the event that a project is determined to be not economically feasible.

I. Compensated Absences
Amounts of vested or accumulated vacation leave and certain benefits that are not expected to be liquidated with expendable available financial resources are reported in the SVP financial statements as an expense and liability.

In accordance with GAAP, Accounting for Compensated Absences, a liability for sick leave and benefits is accrued using the vesting method. The vesting method provides that a governmental 21 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) entity estimate its accrued sick leave liability based on the sick leave accumulated at the statement of net position date by those employees who currently are eligible to receive termination payments as well as other employees who are expected to become eligible in the future to receive such payments. Estimated sick leave payments are recorded as an expense and liability by SVP.

J. Risk Management
SVP is covered under the City’s self-insurance programs via Internal Service Funds. There were no significant reductions in insurance coverage from the prior year by major categories of risk and the amount of settlements did not exceed insurance coverage for the past four fiscal years.

Additional information with respect to the City’s self-insurance programs can be found in the City’s Annual Comprehensive Financial Report.

In addition, SVP has property coverage specific to the power plants with a policy limit of $250 million.

K. Electric Resource Purchased
SVP purchases power from various suppliers and agencies (including joint powers agencies) for resale to its customers (see Note 10). SVP also engages in numerous resource energy transactions with the objective of reducing its overall cost of resource energy. Gross resource energy sales and resource energy purchases are recorded as operating revenue and expense, respectively (see Note 9).

L. Bond Discounts/Issuance Costs
Bond discounts are presented as a reduction of the face amount of bonds payable, whereas issuance costs are recognized in the current period.

M. Revenue Recognition
Operating revenues are recognized based on cycle billings periodically rendered to customers.

Operating revenues for services provided, but not billed at the end of the fiscal year, are recognized and accrued based on estimated consumption. Operating revenues primarily include the sales of electric power to residential, commercial, industrial, and municipal customers.

Non-operating revenues primarily represent interest income, grants, rents, and other nonrecurring miscellaneous income. 22 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) N. Taxes on Income
As an agency of the City, SVP falls under the review of the Internal Revenue Code Section 115 and corresponding California Revenue and Taxation Code provisions. As such, it is not subject to federal income or state franchise taxes.

O. Deferred Outflows/Inflows of Resources
In addition to assets, the statement of financial position includes a separate section for deferred outflows of resources. Deferred outflows of resources represent a consumption of net assets that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/expenditure) until then. SVP has four items that qualify for reporting in this category:
deferred outflows related to the derivative instruments, refunding of debt, pension, and OPEB.

In addition to liabilities, the statement of financial position includes a separate section for deferred inflows of resources. Deferred inflows of resources represent an acquisition of net assets that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. SVP reports deferred amounts related to derivative instruments, debt refunding, leases and deferred amounts related to pension and OPEB.

P. Net Position and Fund Equity
SVP may fund certain programs with a combination of restricted and unrestricted net position.

The policy is to first apply restricted net position followed by unrestricted net position if necessary.

Q. Use of Estimates
The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

R. Lease Agreements
A lease is defined as a contract that conveys control of the right to use another entity’s nonfinancial asset (the underlying asset) as specified in the contract for a period of time in an exchange or exchange-like transaction. Examples of nonfinancial assets include buildings, land, vehicles, and equipment.
23 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Lessee - SVP is a lessee for noncancellable lease of buildings. SVP recognizes a lease liability with an initial, and individual value of $100,000 and an intangible right‐to‐use lease asset (lease asset) in the statement of net position financial statements.

At the commencement of a lease, SVP initially measures the lease liability at the present value of payments expected to be made during the lease term. Subsequently, the lease liability is reduced by the principal portion of lease payments made. The lease asset is initially measured as the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus certain initial direct costs. Subsequently, the lease asset is amortized on a straight‐line basis over its useful life.

Key estimates and judgments related to leases include how SVP determines (1) the discount rate it uses to discount the expected lease payments to present value, (2) lease term, and (3) lease payments as follows:
 SVP uses the interest rate charged by the lessor as the discount rate. When the interest rate charged by the lessor is not provided, SVP generally uses its estimated incremental borrowing rate as the discount rate for leases.
 The lease term includes the noncancellable period of the lease.  Lease payments included in the measurement of the lease liability are composed of fixed payments and purchase option price that SVP is reasonably certain to exercise.

SVP monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease asset and liability if certain changes occur that are expected to significantly affect the amount of the lease liability.

Lease assets are reported with other capital assets and lease liabilities are reported with long-term debt on the statement of net position. Additional information can be found in Notes 4 and 5J.

Lessor - SVP is a lessor for noncancellable leases of land, equipment, and fiber infrastructure.

SVP recognizes a lease receivable and a deferred inflow of resources in the financial statements.

At the commencement of a lease, SVP initially measures the lease receivable at the present value of payments expected to be received during the lease term. Subsequently, the lease receivable is reduced by the principal portion of lease payments received. The deferred inflow of resources is initially measured as the initial amount of the lease receivable, adjusted for lease payments received at or before the lease commencement date. Subsequently, the deferred inflow of resources is recognized as revenue over the life of the lease term. 24 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Key estimates and judgments include how SVP determines (1) the discount rate it uses to discount the expected lease receipts to present value, (2) lease term, and (3) lease receipts as follows:
 SVP uses its estimated incremental borrowing rate as the discount rate for leases.  The lease term includes the noncancellable period of the lease.  Lease receipts included in the measurement of the lease receivable is composed of fixed payments from the lessee.

SVP monitors changes in circumstances that would require a remeasurement of its lease, and will remeasure the lease receivable and deferred inflows of resources if certain changes occur that are expected to significantly affect the amount of the lease receivable. SVP has not engaged in any sublease transactions, sale-leaseback arrangements, or lease-leaseback agreements.

The balances related to the leases receivable and deferred inflow of resources as of June 30, 2023 were $2,362,077 and $2,282,329 respectively. SVP recognized $284,929 in lease revenue and $63,636 in interest revenue during the fiscal year 2022-23 related to these leases. The leases receivable and deferred inflow of resources as of June 30, 2024 were $2,112,910 and $1,997,165 respectively. SVP recognized $285,164 in lease revenue and $58,002 in interest revenue during the fiscal year 2023-24 related to these leases.

S. Subscription-Based Information Technology Arrangements (SBITAs) Accounting A Subscription-Based Information Technology Arrangement (SBITA) is a contract that conveys control of the right to use another party’s (a SBITA vendor’s) IT software, alone or in combination with tangible capital assets (the underlying IT assets), as specified in the contract for a period of time in an exchange or exchange-like transaction.

At the commencement of a SBITA, SVP initially measures the subscription liability at the present value of payments expected to be made during the contract term. Subsequently, the subscription liability is reduced by the principal portion of payments made. The subscription asset is initially measured as the initial amount of the subscription liability, adjusted for payments made at or before the SBITA commencement date, plus certain initial direct costs.

Subsequently, the subscription asset is amortized on a straight‐line basis over shorter of the subscription term or the useful life of the underlying IT assets. SVP recognizes SBITA liabilities with an initial, individual value of $400,000 or more for all funds based on the future SBITA payments remaining at the start of the contract.
25 CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND (SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Key estimates and judgments related to SBITAs include how SVP determines (1) the discount rate it uses to discount the expected subscription payments to present value, (2) subscription term, and (3) subscription payments as follows:
 SVP uses the interest rate charged by the IT vendor as the discount rate. When the interest rate charged by the IT vendor is not provided, SVP uses its estimated incremental borrowing rate as the discount rate for subscription liabilities.  The subscription term includes the noncancellable period of the subscription.  Subscription payments included in the measurement of the subscription liability are composed of fixed payments and purchase option price that SVP is reasonably certain to exercise.

SVP monitors changes in circumstances that would require a remeasurement of its subscription and will remeasure the subscription asset and liability if certain changes occur that are expected to significantly affect the amount of the subscription liability.

Subscription assets are reported with other capital assets and subscription liabilities are reported with liabilities on the statement of net position. Additional information can be found in Notes 4 and 5K.

T. Prior Year Summarized Comparative Information
The basic financial statements include certain prior year summarized comparative information in total but not at the level of detail required for a presentation in accordance with generally accepted accounting principles. Accordingly, such information should be read in conjunction with the SVP’s financial statements for the year ended June 30, 2023, from which the summarized information was derived.

NOTE 3 – CASH AND INVESTMENTS
SVP’s cash and investments pool is maintained by the City except for fiscal agent cash and investments. A full description of the City’s cash and investment policy is in Note 7 of its Annual Comprehensive Financial Report.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
26 A. Investments Authorized by the California Government Code and the City’s Investment Policy
The City’s Investment Policy and the California Government Code allow the City to invest in certain types of investments, provided the credit ratings of the issuers are acceptable to the City.

The table below also identifies certain provisions of the City’s Investment Policy and the California Government Code that address interest rate risk, credit risk, and concentration of credit risk.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
27 Minimum Maximum Maximum
Maximum Credit Percentage Investment
Authorized Investment Type Maturity Quality or Portfolio In One Issuer U.S. Treasury Obligations 7 years N/A 100% 100%
U.S. Agency Securities (1) 7 years Top three ratings
categories 80%(2) 40%
Negotiable Certificates of Deposit 5 years A / A-1 30% 5% Bankers Acceptances 180 days N/A 25% 5%
Commercial Paper 270 days A / A-1 25% 5%(3)
California Local Agency Investment
Fund
N/A N/A None $75M Per
A/C
Repurchase Agreements 60 days N/A 50% 20%
Reverse Repurchase Agreements
(requires City Council approval)
92 days N/A 20% 10%
Municipal Obligations 7 years A 20% 5%
Medium Term Corporate Notes 5 years A/A- 25% 5%(3)
Mutual Funds / Money Market Funds N/A Top rating category 20% 10% Joint Powers Authority Investment N/A N/A 100% 100%
Supranational Obligations 5 years AA 20% 10%
Asset-Backed Securities 5 years AA 10% 5%
Non-Negotiable Certificates of
Deposit 5 years N/A 10% 5%
Mortgage-Backed Securities and
Collateralized Mortgage Obligations 6-12 years (4) AA 15% 5% (2) Callable securities are limited to 30% of the portfolio. time of purchase for Mortgage-Backed Securities (MBS). Maximum Final Maturity for MBS's and CMOs = 30 years with balloon payments.
(1) Securities issued by the Federal Farm Credit Bank (FFCB), the Federal Home Loan Bank (FHLB), the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC), local agencies and other U.S. government sponsored enterprises. (4) Maximum Weighted Average Life with Current Public Securities Association Assumptions =12 years at (3) No more than 10% of the outstanding commercial paper and medium term corporate notes of any single issuer.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
28 B. Investments Authorized by Debt Agreements
The City invests bond proceeds restricted for construction in instruments that are stated in the Investment Policy and in various return-guaranteed investment agreements. These investments are invested in accordance with bond indentures and the maturities of each investment should not exceed the final maturity of each bond. Bond proceed investments are reported monthly to the City Council.

SVP also maintains required amounts of cash and investments with trustees or fiscal agents under the terms of certain debt issues. These funds are unexpended bond proceeds or are pledged reserves to be used if SVP fails to meet its obligations under these debt issues. The California Government Code 53601 (L) allows these funds to be invested in accordance with the statutory provisions governing the issuance of those bonds, indebtedness, other agreements, or certificates of participation in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance.

C. Pension Rate Stabilization Program
In February 2017, the City Council approved a Pension Rate Stabilization Program, (PRSP) Trust administered by Public Agency Retirement Services (PARS). The PRSP is an irrevocable trust and qualifies as an Internal Revenue Section 115 trust. This trust will assist the City in mitigating the CalPERS contribution rate volatility. Investments of funds held in Pension Rate Stabilization Program (PRSP) are governed by the Investment Guideline Document for the investment account and by the agreement for administrative services with the Public Agency Retirement Services (PARS), rather than the general provisions of the California Government code or the City’s investment policy. The City elected a discretionary investment approach which allows the City to maintain oversight of the investment management, control on target yield and the portfolio’ risk tolerance. The assets in this program will eventually be used to fund Pension Plan obligations.

As part of the year-end process for fiscal year 2016-17, the City Council approved SVP to designate and make an initial deposit of $3.5 million in fiscal year 2018 towards pre-funding the City’s pension obligations. As of June 30, 2024, the balance in the pension rate stabilization program trust was $10.1 million.

D. Credit and Interest Rate Risk
Credit risk is the risk that an issuer of an investment will not fulfill its obligations to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
29 Interest rate risk is the risk that changes in market interest rate will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment is the greater the sensitivity of its fair value to changes in market interest rates to be.

Information about the sensitivity of the fair values of SVP’s investments to market interest rate fluctuations is provided by the following table that shows the distribution to SVP’s investment by maturity.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
30 2024 2023
Credit Under 180 181 - 365 1 - 3 3 - 5 Fair Fair
Type of Investment Rating Days Days Years Years Value Value Cash and Investments
- City Treasury:

Cash N/A 59,372,862 $ - $ - $ - $ 59,372,862 $ 46,773,624 $ US Treasury Notes AA+ 8,344,088 7,107,701 76,966,441 139,555,698 231,973,928 175,578,523 Federal Farm Credit Bank AA+ 2,347,711 12,535,145 4,535,026 - 19,417,882 21,362,478 Federal Home Loan Bank AA+ 2,350,184 - - - 2,350,184 8,533,545 Federal National Mortgage Association AA+ - 8,087,630 833,650 - 8,921,280 16,389,831 Federal Home Loan Mortgage
Corporation AA+ - 2,323,618 6,573,875 2,009,098 10,906,591 7,885,349 Federal Home Loan Mortgage
Corporation
Mortagage-Backed Securities AA+ - - 11,078,380 16,760,367 27,838,747 2,217,115 Corporate Notes AAA - 2,339,292 4,623,915 - 6,963,207 6,229,168 Corporate Notes Aa - 7,357,573 14,044,083 1,550,597 22,952,253 21,071,405 Corporate Notes A - 15,111,325 23,600,208 23,246,966 61,958,499 50,093,597 Corporate Notes BBB+(1) 1,190,179 - - - 1,190,179 -
Supranational Notes Aaa - - - - - 4,540,810
Asset-Backed Securities Aaa - - 5,688,445 24,543,736 30,232,181 4,126,694 Municipal Notes Aaa - - - - - 1,697,579
Certificates of Deposit A+ - - 3,602,799 - 3,602,799 3,165,831 Certificates of Deposit A 3,457,974 - - - 3,457,974 -
Money Market Funds (CAMP Pool) AAAm 95,951,939 - - - 95,951,939 88,900,304 Money Market Funds (CAMP Term) AAAf 19,026,752 - - - 19,026,752 - Principal Public Deposit Sweep Program Not Rated 100,549 - - - 100,549 - State Investment Pool (LAIF) Not Rated 2,822,868 - - - 2,822,868 2,490,004 Cash and Investments
- City Treasury 56,052,463 193,774,927 151,546,822 207,666,462 609,040,674 461,055,857 Cash and Investments
- O ther:

Cash (Debt Fund) N/A 6,414,375 - - - 6,414,375 6,195,375 Cash (Pension Rate Stabilization
Investment) N/A 2,823 - - - 2,823 4,289
Mutual Fund - JP Morgan
- Money Market Funds
(Debt Funds) Aaam 10,182,510 - - - 10,182,510 10,002,541 Pension Rate Stabilization
Investment
(Cash and Equivalents) Not Rated 414,823 - - - 414,823 280,435 Pension Rate Stabilization
Investment
(Mutual Fund - Equity) Not Rated 3,033,155 - - - 3,033,155 1,823,569 Pension Rate Stabilization
Investment
(Mutual Fund - Fixed Income) Not Rated 6,615,073 - - - 6,615,073 4,215,752 Collateral Obligations
(Archer Daniels Midland and
CAISO) Not Rated 9,449,807 - - - 9,449,807 11,127,179
Investments - Other - 36,112,566 - - 36,112,566 33,649,140 Total Cash and Investments $ 56,052,463 229,887,493 $ 151,546,822 $ 207,666,462 $ 645,153,240 $ 494,704,997 $ (1) The investments in the corporate notes were rated A+ when purchased.

Maturity

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
31 The City is a voluntary participant in the Local Agency Investment Fund (LAIF). LAIF is regulated by California Government Code Section 16429 under the oversight of the Treasurer of the State of California. LAIF’s investment portfolio mainly consists of Treasuries, loans, Federal Agency securities, and collateralized mortgage obligations. Each regular LAIF account is permitted to have up to 15 transactions per month, with a minimum transaction amount of $5,000, a maximum transaction amount of $75 million and at least 24 hours advance notice for withdrawals of $10 million or more. Bond proceeds accounts are subject to one time deposit with no cap and are set up with a monthly draw down schedule. The carrying value of LAIF approximates fair value.

The City, as a CAMP shareholder, participates in both the CAMP Pool Portfolio and the CAMP Term Portfolio. The CAMP Pool is fully liquid, stable net asset value (NAV) investment option with a competitive yield, while the CAMP Term is a fixed-rate, fixed term investment option that offers securities with maturities ranging from 60 days to one year. Investment principal and interest in the CAMP Term account are paid at maturity, with an automatic sweep into the CAMP Pool account.

The CAMP Pool is managed to maintain a dollar-weighted average portfolio maturity of 60 days or less and seeks to maintain a constant NAV per share of $1.00. The CAMP Pool invests in obligations of the United States Government and its agencies, high-quality, short-term debt obligations of U.S. companies and financial institutions. The CAMP Term investments are based on a pool of open-market securities similar to those in the CAMP Pool. The investments are matched to the amount invested and maturities selected by the Shareholder.

The City may withdraw all or any portion of the funds in the CAMP Pool account at any time by redeeming shares. The City may withdraw all or a portion of the funds in the CAMP Term account in $10,000 increments prior to maturity, but there is a premature redemption penalty.

The CAMP Declaration of Trust permits the CAMP trustee to suspend the right of withdrawal from CAMP or to postpone the date of payment of redemption proceeds if the New York Stock Exchange is closed other than for customary weekend and holiday closings, if trading on the New York Stock Exchange is restricted, or if, in the opinion of the CAMP trustees, an emergency exists such that disposal of the CAMP pool securities or determination of its net asset value is not reasonably practicable. If the right of withdrawal is suspended, the City may either withdraw its request for that withdrawal or receive payment based on the net asset value of the CAMP pool next determined after termination of the suspension of the right of withdrawal. At June 30, 2024, the fair value approximated the City’s cost. At June 30, 2024, the CAMP Pool investments had an average maturity of 38 days.

Mutual funds are available for withdrawal on demand. See City’s Annual Financial Report Note 7 to the financial statements for additional detail on the fiscal year 2023-24 investment portfolio.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
32 E. Custodial Credit Risk
Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, the City will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. Under California Government Code Section 53651, depending on specific types of eligible securities, a bank must deposit eligible securities posted as collateral with its Agent having a fair value of 105% to 150% of the City’s cash on deposit. All of the City’s deposits are either insured by the Federal Depository Insurance Corporation (FDIC) or collateralized with pledged securities held in the trust department of the financial institutions.

The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g. broker-dealer) to a transaction, the City will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The City’s Investment Policy limits its exposure to custodial credit risk by requiring that all security transactions entered into by the City, including collateral for repurchase agreements, be conducted on a delivery-versus-payment basis. Securities are to be held by a third party custodian.

F. Fair Value Hierarchy
SVP categorizes its fair value measurements within the fair value hierarchy established by GAAP. The hierarchy is based on the valuation input used to measure the fair value of asset.

Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs. See City’s Annual Comprehensive Financial Report Note 7 to the financial statements for more detailed information.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
33 Fair Value Measurements Using
Investments and
Derivative
Instruments
Measured at Fair
Value
Quoted Prices in
Active Markets for
Identical Assets
Significant
Other
Observable
Inputs
6/30/2024 Level 1 Level 2 Exempt (1)
Investments by Fair Value Level
Short Term Investments
US Treasury Notes $ 231,973,928 231,973,928 $ $ - $ -
Federal Farm Credit Bank 19,417,882 - 19,417,882 -
Federal Home Loan Bank 2,350,184 - 2,350,184 -
Federal National Mortgage Association 8,921,280 - 8,921,280 - Federal Home Loan Mortgage Corp 10,906,591 - 10,906,591 - Federal Home Loan Mortgage Corporation
Mortagage-Backed Securities 27,838,747 - 27,838,747 -
Corporate notes - 93,064,138 93,064,138 -
Asset-Backed Securities 30,232,181 - 30,232,181 -
Certificates of Deposit - 7,060,773 7,060,773 -
Money Market Fund (CAMP Pool and Term) 114,978,691 - - 114,978,691 Principal Public Deposit Sweep Program 100,549 - - 100,549 Total Short Term Investments 231,973,928 546,844,944 199,791,776 115,079,240 Debt Securities and Other
Mutual Fund - JP Morgan
- Money Market Funds (Debt Funds) - 10,182,510 - 10,182,510 Pension Rate Stabilization Investment (Cash and
Equivalents) 414,823 414,823 - -
Pension Rate Stabilization Investment (Mutual
Fund - Equity) 3,033,155 3,033,155 - -
Pension Rate Stabilization Investment (Mutual 6,615 6,615,073 ,073 - - Collateral Obligations
(Archer Daniels Midland and CAISO) 9,449,807 - - 9,449,807 Total Debt Securities and Other 10,063,051 29,695,368 - 19,632,317 Total Investment by Fair Value Level $ 576,540,312 $ 242,036,979 $ 199,791,776 $ 134,711,557 Investments Measured at fair value, but not subject to fair value hierarchy:

State Investment Pool (LAIF) - 2,822,868 - 2,822,868
Total Investments $ 242,036,979 579,363,180 $ 199,791,776 $ 137,534,425 Cash in Banks 65,790,060
Total Cash and Investment $ 645,153,240
Investments Derivative Instruments
Open contract power trading - current assets 673,783 $ $ 673,783 Open contract power trading - current liabilities (7 ,708) (7,708) Open contract gas trading - current assets 6,446,180 6,446,180 Open contract gas trading - non-current assets 4,867 ,018 4,867,018 Total Investment Derivative Instruments $ 11,979,273 $ 11,979,273

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 3 – CASH AND INVESTMENTS (continued)
34 The City utilizes a third party pricing service to determine fair market prices for its individually held investments. Evaluations are based on market information available at the time and generated using proprietary evaluated pricing models and methodologies.

Level 1 investments are valued using a marketable actively traded assets closing price for identical assets. Level 2 investments are determined by using quoted prices for similar assets.

NOTE 4 – CAPITAL ASSETS
A. Capital Assets Summary
Capital asset activity for the years ended June 30, 2024 and 2023 is as follows:

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 4 – CAPITAL ASSETS (continued)
35 Balance Balance
June 30, 2023 Additions Retirements Transfers June 30, 2024 Non Depreciable Assets:

Land 14,371,743 $ - $ - $ - $ 14,371,743 $
Construction In Progress 71,262,465 60,741,105 - (45,540,246) 86,463,324 Total Non Depreciable Assets 85,634,208 60,741,105 - (45,540,246) 100,835,067 Capital assets being depreciated:

Buildings and Improvements 1,101,647,613 - - 45,540,246 1,147,187,859 Right-to-use leased building 2,916,623 - - - 2,916,623
Right-to-use SBITA 3,108,024 729,014 - - 3,837,038
Machinery & Equipment 10,297,966 12,544 (97,995) - 10,212,515 Total capital assets being
depreciated 1,117,970,226 741,558 (97,995) 45,540,246 1,164,154,035 Less accumulated depreciation for:

Buildings and Improvements (537,222,730) (27,026,175) - - (564,248,905) Right-to-use leased building (1,346,134) (673,066) - - (2,019,200) Right-to-use SBITA (378,485) (485,566) - - (864,051)
Machinery & Equipment (8,814,500) (296,139) 97,995 - (9,012,644) Total accumulated depreciation (547,761,849) (28,480,946) 97,995 - (576,144,800) Net Depreciable Assets 570,208,377 (27,739,388) - 45,540,246 588,009,235 Enterprise Activity Capital
Assets, Net $ 33,001,717 655,842,585 $ - $ - $ 688,844,302 $

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 4 – CAPITAL ASSETS (continued)
36 Balance
June 30, 2022
(as restated) Additions Retirements Transfers
Balance
6/30/2023
Non Depreciable Assets:

Land 14,371,743 $ - $ - $ - $ 14,371,743 $
Construction In Progress 63,161,131 43,810,104 - (35,708,770) 71,262,465 Total Non Depreciable Assets 77,532,874 43,810,104 - (35,708,770) 85,634,208 Capital assets being depreciated:

Buildings and Improvements 1,065,938,843 - - 35,708,770 1,101,647,613 Right-to-use leased building 2,916,623 - - - 2,916,623
Right-to-use SBITA 1,437,230 1,670,794 - - 3,108,024
Machinery & Equipment 570,680 9,941,798 (214,512) - 10,297,966 Total capital assets being
depreciated 2,241,474 1,080,234,494 (214,512) 35,708,770 1,117,970,226 Less accumulated depreciation for:

Buildings and Improvements (511,596,415) (25,626,315) - - (537,222,730) Right-to-use leased building (673,067) (673,067) - - (1,346,134) Right-to-use SBITA - (378,485) - - (378,485)
Machinery & Equipment (8,720,654) (308,358) 214,512 - (8,814,500) Total accumulated depreciation (520,990,136) (26,986,225) 214,512 - (547,761,849) Net Depreciable Assets 559,244,358 (24,744,751) - 35,708,770 570,208,377 Enterprise Activity Capital
Assets, Net $ 19,065,353 636,777,232 $ - $ - $ 655,842,585 $

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 4 – CAPITAL ASSETS (continued)
37 B. Construction in Progress
Construction in progress as of June 30, 2024 and 2023 consisted of the following in SVP Projects.

Projects as of June 30 , 2024 Authorized Expended Commitments Implementation of Advanced Met 28,089,215 $ 28,024,202 $ 65,013 $ Grizzly Tap Line Repairs 21,999,893 14,113,347 7,886,546 NRS Transformer Replacement 15,900,020 5,998,030 9,901,990 System Capacity Expansion 10,973,778 4,954,305 6,019,473 Memorex Junction Substation 11,739,354 3,649,556 8,089,798 KRS Rebuild and Replacement 14,211,430 3,317,073 10,894,357 SRS Rebuild and Replacement 13,956,517 2,973,236 10,983,281 Freedom Circle Junction Substn 5,350,106 2,682,803 2,667,303 Replace Bal Plant Contr Sy(DCS 5,559,127 2,540,683 3,018,444 San Tomas Junction 2,394,995 5,570,131 3,175,136
Electric Vehicle (EV) Charging 4,563,033 1,769,817 2,793,216 Stender Way Jnctn Substation 8,697,335 1,767,424 6,929,911 NRS-KRS 115kV Line 1,317,608 11,644,882 10,327,273
Bower Avenue Junction 3,882,492 1,122,084 2,760,408
Street Light Improvement 2,813,495 1,015,901 1,797,594
Other Projects 8,822,259 93,731,632 84,909,374
Total $ 86,463,324 258,682,442 $ 172,219,118 $
Projects as of June 30 , 2023 Authorized Expended Commitments Replace NRS 115/60KV Transformers 10,035,632 $ 3,439,488 $ 6,596,144 $ Sierra Substation 15,695,343 15,954,547 259,204
Implementation Advanced Meter Infrastructure 28,132, 27,844,679 392 287,713 Bucks Creek Relicensing 6,447,846 6,318,577 129,269
Electric Vehicle Charging 3,570,049 1,524,954 2,045,095 San Tomas Junction 1,264,724 5,162,977 3,898,253
Memorex Juction Substation 7,969,006 1,239,162 6,729,844 Freedom Circle Junction Substation 4,025,663 1,029,444 2,996,219 Street Light Improvement 2,884,102 1,015,901 1,868,201
Other Projects 11,890,193 106,544,628 94,654,435
Total $ 71,262,465 190,726,842 $ 119,464,377 $

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
38 NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS
Changes in long-term debt for the year ended June 30, 2024, consisted of the following:

Outstanding Debt Additions and Outstanding
Type of Indebtedness as of June 30, Retired / Amortization as of June 30, Current Rate, Issue Date and Maturity 2023 Defeased of Discounts 2024 Portion Obligation Bonds:
2018 Series A Refunding Revenue Bonds,
5%, 12/18/18 - 07/01/27 30,215,000 $ 5,440,000 $ - $ 24,775,000 $ 5,795,000 $ Unamortized Discount/Premium - 3,012,932 (753,233) 2,259,699 - Subtotal Electric Utility Revenue Bonds 33,227,932 5,440,000 (753,233) 27,034,699 5,795,000 Direct Placement:

Series 2020-1 Revenue Refunding Bonds,

1.74%, 04/10/2020 - 07/01/2032 52,985,000 - - 52,985,000 - Series 2020-2 Revenue Refunding Bonds,

1.31%, 04/10/2020 - 07/01/2028 34,315,000 5,755,000 - 28,560,000 5,695,000 Series 2020-3 Revenue Refunding Bonds,

0.58% 04/10/2020 - 07/01/2024 3,945,000 7,915,000 - 3,970,000 3,970,000 Subtotal Electric Utility Revenue Bonds 95,215,000 9,700,000 - 85,515,000 9,665,000 Total Electric Utility Activities - Bonds
and Notes from Direct Borrowing $ 15,140,000 128,442,932 $ (753,233) $ 112,549,699 $ 15,460,000 $ A. Electric Revenue Refunding Bonds, Series 2018A
On December 18, 2018, SVP issued $48.8 million of Electric Revenue Refunding Bonds, Series 2018A (Electric 2018A Bonds) to refinance $54.58 million outstanding principal amount of Variable Rate Demand Electric Revenue Refunding Bonds, Series 2008B and terminate a related swap agreement. The Electric 2018A Bonds bear a 5% coupon rate, mature annually beginning on July 1, 2019 through July 1, 2027, and were sold at an All-In True Interest Cost of 2.32%.

Debt service on the Electric 2018A Bonds is secured by a pledge of net revenues of SVP.

In the event of default, SVP will transfer to the trustee all adjusted net revenues held by it and received thereafter and the trustee will disburse all adjusted net revenues and any other funds then held or thereafter received by the trustee under the provisions of indenture. In the case of default, the trustee will be entitled to declare the bond obligation of all bonds then outstanding to be due and payable immediately.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 39 B. Subordinate Electric Revenue Refunding Bonds, Series 2020-1 As of April 1, 2020, all $54.830 million of the Electric 2011 A Bonds were outstanding and callable at par beginning July 1, 2021. The passage of the Tax Cuts and Jobs Act on December 22, 2017 eliminated tax-exempt advance refunding of tax-exempt bonds beginning January 1, 2018, and therefore tax-exempt advance refunding is no longer a refinancing option.

The City Council determined that it was in the best interests of the City to enter into a credit facility with a bank for the purpose of refunding all outstanding Electric 2011A Bonds; and for the indebtedness created under such credit facility to be evidenced by a subordinate electric revenue bond to be issued by the City and delivered to the bank as authorized by Resolution No. 20-8834 adopted by the City Council on April 7, 2020.

On April 10, 2020, the City entered into a loan agreement with Bank of America, N.A. (the “Bank”) and issued $52.985 million of Subordinate Electric Revenue Refunding Bonds, Series 2020-1 (Electric 2020-1 Bonds) to refinance $54.830 million outstanding principal amount of Electric Series 2011A Bonds under a Taxable to Tax-Exempt Conversion structure. The Electric 2020-1 Bonds bear 1.74% coupon rates, mature annually beginning on July 1, 2028 through July 1, 2032 and were sold at a true interest cost of 1.43% with an average coupon rate of 1.40%.

Electric 2020-1 Bonds were priced at taxable rates and was converted to tax-exempt on April 2, 2021. Both the taxable rate and tax-exempt rate after conversion were fixed at time of issuance.

Starting April 2, 2021, the Bonds will bear interest at the tax exempt rate of 1.360% per annum.

Debt service on the Electric 2020-1 Bonds is secured by a pledge of Available Electric Revenues of SVP on a basis subordinate to outstanding Senior Electric Revenue Bonds, if any.

In the event of default under the loan agreement for the 2020-1 bonds (including a failure by the City to pay principal or interest on the related bonds, a failure by the City to perform or observe its covenants, a default in other specified indebtedness or obligations of the City, certain acts of bankruptcy or insolvency, or other specified events of default), the Bank has the right, upon written notice to the City, to accelerate and declare the City’s obligation to repay the related bonds and all other obligations of the City to the Bank under such loan agreement to be immediately due and payable.

C. Subordinate Electric Revenue Refunding Bonds, Series 2020-2 The City Council determined that it was in the best interests of the City to enter into a credit facility with a bank for the purpose of refunding a portion of the outstanding Electric 2013A Bonds; and for the indebtedness created under such credit facility to be evidenced by a subordinate electric revenue bond to be issued by the City and delivered to the Bank as authorized by Resolution No. 20-8834 adopted by the City Council on April 7, 2020.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 40 On April 10, 2020, the City entered into a loan agreement with Bank of America, N.A. (the “Bank”) and issued $34.315 million of Subordinate Electric Revenue Refunding Bonds, Series 2020-2 (Electric 2020-2 Bonds) to refinance $30.725 million of the callable portion of the outstanding Electric Revenue Refunding Bonds, Series 2013 A under a Taxable to Tax-Exempt Conversion structure. The Electric 2020-2 Bonds bear 1.31% coupon rates, mature annually beginning on July 1, 2023 through July 1, 2028 and were sold at a true interest cost of 1.21% with an average coupon rate of 1.15%. Electric 2020-2 Bonds were priced at taxable rates and were convert to tax-exempt basis on December 28, 2022, which now bear 1.02% coupon rates.

Debt service on the Electric 2020-2 Bonds is secured by a pledge of Available Electric Revenues of SVP on a basis subordinate to outstanding Senior Electric Revenue Bonds, if any.

In the event of default under the loan agreement for the 2020-2 Bonds (including a failure by the City to pay principal or interest on the related bonds, a failure by the City to perform or observe its covenants, a default in other specified indebtedness or obligations of the City, certain acts of bankruptcy or insolvency, or other specified events of default), the Bank has the right, upon written notice to the City, to accelerate and declare the City’s obligation to repay the related bonds and all other obligations of the City to the Bank under such loan agreement to be immediately due and payable.

D. Subordinate Electric Revenue Refunding Bonds, Series 2020-3 On June 16, 2014, the City entered into a Tax-Exempt Multiple Draw Term Loan with the Bank of America Preferred Funding Corporation (the “Electric 2014 Loan Agreement”) to fund the phase-shifting transformer project and the acquisition of property for future utility use. The indebtedness created under such credit facility was evidenced by a subordinate electric revenue bond issued by the City - Subordinated Electric Revenue Bond, Series 2014. As of April 1, 2020, $19.413 million principal amount was outstanding and unpaid.

The City Council determined that it was in the best interests of the City to continue the credit facility with the bank for the purpose of refunding of the outstanding Electric 2014 Loan Agreement at lower interest rate; and for the indebtedness created under such credit facility to be evidenced by a subordinate electric revenue bond to be issued by the City and delivered to the Bank as authorized by Resolution No. 20-8834 adopted by the City Council on April 7, 2020.

On April 10, 2020, the City entered into a loan agreement with Bank of America, N.A. (the “Bank” and issued $16.720 million of Subordinate Electric Revenue Refunding Bonds, Series 2020-3 (Electric 2020-3 Bonds) to refinance $19.413 million outstanding principal amount of Subordinated Electric Revenue Bonds, Series 2014. The Electric 2020-3 Bonds bear 0.58% coupon rates mature annually beginning on July 1, 2020 through July 1, 2024 and were sold at a true interest cost of 0.70%. Debt service on the Electric 2020-3 Bonds is secured by a pledge of

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 41 Available Electric Revenues of SVP on a basis subordinate to outstanding Senior Electric Revenue Bonds, if any.

In the event of default under the loan agreement for the 2020-3 bonds (including a failure by the City to pay principal or interest on the related bonds, a failure by the City to perform or observe its covenants, a default in other specified indebtedness or obligations of the City, certain acts of bankruptcy or insolvency, or other specified events of default), the Bank has the right, upon written notice to the City, to accelerate and declare the City’s obligation to repay the related bonds and all other obligations of the City to the Bank under such loan agreement to be immediately due and payable.

E. Pledge of Future Electric Revenues
The pledge of future Electric Fund revenues ends upon repayment of the $110.3 million in outstanding principal on the bonds which is scheduled to occur in fiscal year 2032-33. For fiscal year 2023-24, Electric Fund revenues including operating revenues and non-operating interest earnings amounted to $635.0 million and operating costs including operating expenses, but not interest, depreciation or amortization amounted to $518.5 million. Net revenues available for debt service amounted to $116.5 million which represented a coverage ratio of 6.69 on the $17.4 million of debt service.

F. Subsequent Event
On October 23, 2024, City issued $112,175,000 of Electric Revenue Bonds, Series 2024 A (Electric 2024A Bonds) to provide funding for several of its capital projects in the System Expansion Plan. These projects include Kifer Receiving Station (KRS) rebuild, Scott Receiving Station (SRS) rebuild, and Northern Receiving Station (NRS) upgrades and expansion. The Electric 2024A Bonds mature annually beginning on July 1, 2025 through July 1, 2044 and bear a coupon rate of 5%, with optional redemption for bonds with maturities on or after July 1, 2035.

Debt service on the Electric 2024A Bonds is secured by a pledge of net revenues of the Electric Utility Enterprise Fund.

G. Derivative Instruments
In fiscal year 2009-10, SVP implemented GAAP, which addresses recognition, measurement and disclosures related to derivative instruments to determine whether they meet the definition of derivative instruments, and if so, whether they effectively hedge the expected cash flows associated with the interest rate and energy exposures. Under hedge accounting, the increase (decrease) in the fair value of a hedge is reported as a deferred cash flow hedge on the statement of net position.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 42 Notional Amounts and Fair Values – Future Derivative Instruments SVP maintains a Market Risk Management Policy, which among other things, sets forth the guidelines for the purchase and sale of certain financial instruments defined as hedge instruments in support of market power purchase and sales transactions. The primary goal of these guidelines is to provide a framework for the operation of an energy price hedging program to better manage SVP’s risk exposure in order to utilize resources, stabilize pricing and hedge costs for the benefit of SVP and its customers.

Consistent with hedge accounting treatment meeting effectiveness tests, changes in fair value are reported as deferred flows of resources on the statement of net position until the contract expiration that occurs in conjunction with the hedged expected energy purchase/sales transaction.

When hedging contracts expire, at the time the purchase/sales transactions occur, the deferred balance is recorded as a component of Purchased Power. For energy derivatives, fair values are estimated by comparing contract prices to forward market prices quoted by third party market participants.

SVP had the following future derivative instruments outstanding at June 30, 2024 with Archer Daniels Midland Company to hedge cash flows on sales of excess resources in CAISO market in June and purchase of power from CAISO in the future months.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 43 Notional Amount (MWh)
Long Short
Effective
Date
Maturity
Date
Average
Price Classification Amount Classification Amount
7/1/2023 7/31/2024 $62.02 24,960 Derivative
Instrument $ Deferred inflow 144,019 144,019 $
8/1/2023 8/31/2024 67.70 25,920
Derivative
Instrument Deferred inflow 296,784 296,784
9/1/2023 9/30/2024 60.75 23,040
Derivative
Instrument Deferred inflow 103,680 103,680
6/1/2023 7/31/2024 47.28 16,400
Derivative
Instrument (7,708) Deferred outflow (7,708)
7/1/2023 8/31/2024 49.90 15,600
Derivative
Instrument Deferred inflow 33,540 33,540
8/1/2023 9/30/2024 53.45 16,800
Derivative
Instrument Deferred inflow 95,760 95,760
$ 666,075 $ 666,075
Notional Amount (MMBtu)
Long Short
Effective
Date
Maturity
Date
Average
Price Classification Amount Classification Amount
7/1/2020 12/31/2025 $2.42 2,590,000 Derivative
Instrument $ Deferred inflow 2,314,545 2,314,545 $
1/1/2022 12/31/2025 2.64 5,180,000
Derivative
Instrument Deferred inflow 3,489,490 3,489,490
1/1/2021 12/31/2025 0.56 2,745,000
Derivative
Instrument Deferred inflow 2,687,338 2,687,338
1/1/2022 12/31/2025 1.03 5,490,000
Derivative
Instrument Deferred inflow 2,821,825 2,821,825
$ 11,313,198 11,313,198 $
Grand Total $ 11,979,273 $ 11,979,273
Fair Value Change in Fair Value
Fair Value Change in Fair Value
Credit Risk
Credit risk is the risk of loss due to a counterparty defaulting on its obligations. SVP is exposed to credit risk if hedging instruments are in asset positions. To eliminate counterparty credit risk, SVP has transacted both long term power and gas contracts on the Futures market on Intercontinental Exchange (ICE). As of June 30, 2024, SVP’s open derivative power and gas contracts were in an asset position, reflecting with a positive $12.0 million of Mark-to-Market value. The open contract was with ADM Investor Service, Inc., a clearing member of ICE and a subsidiary of Archer Daniels Midland Company who was rated A by Standard & Poor’s as of June 30, 2024.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 44 SVP's policy for requiring collateral on hedging instruments varies based on individual contracts and counterparty credit ratings. Under the brokerage agreements with Archer Daniels Midland Company, the accounts are prefunded by SVP. If the account value falls below zero, margin calls are invoked.

It is also SVP's policy to negotiate netting arrangements whenever it has entered into more than one bilateral transactions with counterparty. Under the terms of these arrangements, should one party become insolvent or otherwise default on its obligations, the non-defaulting party may accelerate and terminate all outstanding transactions and net their fair values so that a single amount will be owed by (or to) the non-defaulting party.

Termination Risk
SVP’s futures contracts are traded over the counter and have no termination risk.

Price Risk
With respect to price risk under power Futures contracts, on purchase contracts (long positions), SVP receives the CAISO NP15 average daily rate at settlement and pays the fixed contracted rate entered into on the trade date; on sales contracts (short positions), SVP pays the CAISO NP15 average daily rate at settlement and receives the fixed contracted rate entered into on the trade date. With respect to price risk under gas Futures contracts, on purchase contracts (long positions), SVP receives PG&E Citygate average daily price at settlement and pays the fixed contracted rate entered into on the trade date; on sales contracts (short positions), SVP pays the PG&E Citygate average daily price at settlement and receives the fixed contracted rate entered into on the trade date. SVP is exposed to risk because the contract prices are different from the settlement prices.

H. Other
Various debt agreements governing SVP’s revenue bonds contain a number of covenants including those that require SVP to maintain and preserve the enterprise in good repair and working order, to maintain certain levels of insurance, and to fix and collect rates, fees, and charges so as to maintain certain debt coverage ratios. SVP is in compliance with these specific covenants and all other material covenants governing the particular revenue bond issues. No event of default as defined in the bond indentures has occurred or was occurring as of the date of this report.

I. Repayment Requirements
As of June 30, 2024, the debt service requirements to maturity for SVP’s long-term debt are as follows:

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 45 Year Ending
June 30 Principal Interest Total Principal Interest Total 2025 5,795,000 $ 1,093,875 $ 6,888,875 $ 9,665,000 $ 994,377 $ 10,659,377 $ 2026 6,005,000 798,875 6,803,875 5,910,000 923,678 6,833,678 2027 6,320,000 490,750 6,810,750 5,975,000 863,065 6,838,065 2028 6,655,000 166,375 6,821,375 6,050,000 801,737 6,851,737 2029 - - - 11,485,000 701,165 12,186,165
2030-2033 - - - 46,430,000 1,159,875 47,589,875
$ 2,549,875 24,775,000 $ 27,324,875 $ 85,515,000 $ 5,443,897 $ $90,958,897 Senior Revenue Bonds
Future Debt Service Requirements
Subordinate Revenue Bonds from
Direct Placement
Long-term Debt

Reconciliation of Long-term Debt:

Principal Outstanding as of June 30, 2024 $ 110,290,000 Unamortized Discount/Premium - Electric Revenue Bonds 2,259,699 Total Long-term Debt 112,549,699 $
J. Lease Liabilities
SVP entered into a five‐year lease agreement as lessee for the use of office space in November 2015 and the lease was extended to October 2025. SVP is required to make monthly principal and interest payments and common area operating expenses with 3% annual escalation. The lease agreement qualifies as other than short-term leases under GASB87 and therefore, has been recorded at the present value of the future minimum lease payment as of the date of June 30, 2021. The lease liability is measured at a discount rate of 1.10% based on Applicable Federal Rates for real estate as of July 2021.

A summary of the SVP’s lease transactions for the fiscal year ended June 30, 2024 and 2023 are as follows:

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 46 Balance
June 30, 2022 Addition Retirment
Balance
June 30, 2023 Current portion
Lease liabilities 2,286,666 $ - $ (654,044) $ 1,632,622 $ 681,619 $ Balance
June 30, 2023 Addition Retirment
Balance
June 30, 2024 Current portion
Lease liabilities 1,632,622 $ - $ (681,617) $ 951,005 $ 710,181 $ The future principal and interest lease payments as of June 30, 2024, are as follows:

For the Year
Ending June 30 Principal Interest Total
2025 710,181 $ 6,920 $ 717,101 $
2026 240,824 553 241,377
Total 951,005 $ 7,473 $ 958,478 $
K. Subscription-Based IT Arrangements and Liabilities
In fiscal year 2022-23, SVP implemented the provisions of GASB Statement No. 96, Subscription-Based Information Technology Arrangements, which required the SVP to record an intangible right-to-use subscription asset. As a result, a right-to-use subscription asset was recorded in the amount of $3,108,024. As of June 30, 2023, SVP recorded a net intangible rightto use subscription asset amounting to $2,729,539, with accumulated amortization of $378,485.

As of June 30, 2024, SVP has recorded a net intangible right-to use subscription asset amounting to $2,972,987, with accumulated amortization of $864,051. The subscription assets are offset with subscription liabilities. A summary of the SVP’s SBITA transactions for the fiscal year ended June 30, 2023 and 2024 are as follows:

Balance
June 30, 2022
(As restated) Addition Retirment
Balance
June 30, 2023 Current portion
SBITA liabilities 1,437,230 $ 1,670,794 $ (390,015) $ 2,718,009 $ 392,381 $ Balance
June 30, 2023 Addition Retirment
Balance
June 30, 2024 Current portion
SBITA liabilities 2,718,009 $ 729,014 $ (470,556) $ 2,976,467 $ 481,034 $

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 5 – LONG-TERM DEBT AND DERIVATIVE INSTRUMENTS (continued) 47 The future principal and interest SBITA payments as of June 30, 2024, are as follows:

For the Year
Ending June 30 Principal Interest Total
2025 $ 80,265 481,034 $ 561,299 $
2026 67,315 503,819 571,134
2027 53,844 527,486 581,330
2028 39,762 552,141 591,903
2029 25,069 382,523 407,592
2030-2034 20,782 529,464 550,246
Total 2,976,467 $ 287,037 $ 3,263,504 $
NOTE 6 – PARTICIPATION IN JOINT VENTURES
A. Investment in Joint Ventures
SVP (through the City) participates in significant joint ventures: Northern California Power Agency (NCPA), Transmission Agency of Northern California (TANC), M-S-R Public Power Agency (MSR PPA), M-S-R Energy Authority (MSR EA).

The separately issued financial statements of these joint ventures (as noted below) are available on request.

Date of latest audited
financial statement Joint venture’s address
NCPA 6/30/2023 651 Commerce Dr. Roseville, CA 95678
TANC 6/30/2023 P.O. Box 15129 Sacramento, CA 95851
MSR EA 12/31/2023 P.O. Box 4060 Modesto, CA 95352
MSR PPA 12/31/2023 P.O. Box 4060 Modesto, CA 95352

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 6 – PARTICIPATION IN JOINT VENTURES (continued)
48 As described in paragraph (E) below, the carrying value of SVP’s investment in MSR EA is $0.

SVP’s financial statements as of June 30, 2024 and 2023 reflect the following investments in joint ventures:

Participating
percentage Investment
Participating
percentage Investment
Method of
accounting
NCPA $41,747,424 $44,467,652
Geothermal 44.39% 44.39% Equity
Hydroelectric 37.02% 37.02%
Combustion Turbine 41.67% 41.67%
Lodi Energy Center 25.75% 25.75%
TANC 9.69% 9,136,635 9.65% 7,631,453 Equity
MSR EA 33.40% - 33.40% - Suspended
MSR PPA 35.00% 14,325,713 35.00% 13,745,836 Equity*
Total $65,209,772 $65,844,941
*
June 30, 2024 June 30, 2023
The equity method of accounting for investment in MSR PPA was suspended prior to fiscal year ended June 30, 2021.

Starting in fiscal year 2022, equity method was used for SVP's investment with MSR PPA.

B. Northern California Power Agency (NCPA)
NCPA was formed in 1968 as a joint powers agency in the State of California. Its membership consists of sixteen public agencies. NCPA is generally empowered to sell, purchase, generate, transmit, manage electrical energy and provide regulatory and legislative advocacy. Members participate in the projects of NCPA on an elective basis. Therefore, the participation percentage varies for each project in which it participates.

A Commission comprised of one representative from each joint venture member governs NCPA.

The Commission is responsible for the general management of the affairs, property, and business of NCPA. Under the direction of the General Manager, the staff of NCPA is responsible for providing various administrative, operating and planning services for NCPA and its associated power corporations.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 6 – PARTICIPATION IN JOINT VENTURES (continued)
49 proceeds associated with its interest in each project. Each project participant has agreed to pay its proportionate share of debt service and other costs of the related project, notwithstanding the suspension, interruption, interference, reduction or curtailment of output from the project for any reason. Certain of the revenue bonds are additionally supported by municipal bond insurance credit enhancements.

Hydroelectric Project
NCPA contracted to finance, manage, construct, and operate Hydroelectric Project Number One for the licensed owner, Calaveras County Water District (CCWD). In exchange, NCPA has the right to the electric output of the project for 50 years from February 1982. NCPA also has an option to purchase power from the project in excess of the CCWD’s requirements for the subsequent 50 years, subject to regulatory approval.

Geothermal Project
The NCPA Geothermal Plants have historically experienced greater than anticipated declines in steam production from the existing geothermal wells. Although initially operated as baseload generation projects at full capability (238MW), NCPA changed its steam field production from baseload to load-following and reduced average annual steam production. Along with other steam field operators in the area, the Agency began implementing various operating strategies to further reduce the rate of decline in steam production. The Agency has modified both steam turbine units and the associated steam collection system to enable generation with lower pressure steam at higher mass-flow rates to optimize the utilization of the available steam resource. In FY 19-20, NCPA began a well-workover program to restore underperforming wells.

Based upon current operation protocols and forecasted operations, NCPA expects average annual generation and peak capacity to decrease further, reaching approximately 68 MW by the year 2040.

Combustion Turbine Project No. 1
NCPA originally owned five combustion turbine units, each of which is nominally rated at 25 MW, which are collectively known as the Combustion Turbine Project No. 1. These units were completed in 1986 and are designed to provide peak power and reserve requirements and emergency support. Effective September 1, 2010, two units located in the City of Roseville was sold to the City of Roseville. NCPA still owns and operates two units in the City of Alameda and one unit in the City of Lodi. Each purchaser is responsible under its power sales contract for paying entitlement share in Combustion Turbine Project No. 1 of all NCPA’s costs of such project.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 6 – PARTICIPATION IN JOINT VENTURES (continued)
50 Lodi Energy Center
On May 24, 2010, SVP entered into an agreement with NCPA for a 25.75% interest in the Lodi Energy Center, a 280 MW combined cycle natural gas fired power plant, located in Lodi, California. The project received approval from the California Energy Commission in April 2010 and was placed into operation in November 2012. In January 2020, the Lodi Energy Center suffered a catastrophic turbine failure. NCPA replaced the turbine with a newer state-of-the-art turbine which could use hydrogen as a cleaner fuel source. The majority of the replacement cost was covered by NCPA’s insurance resulting in relatively minimal financial impact to project participants.

C. Transmission Agency of Northern California (TANC)
TANC was organized under the California Government Code pursuant to a joint powers agreement entered into by 15 Northern California utilities. The purpose of TANC is to provide electric transmission and other facilities for the use of its members through its authority to plan, acquire, construct, finance, operate and maintain facilities for electric power transmission. The joint powers agreement provides that the costs of TANC’s activities can be financed or recovered through assessment of its members or from user charges through transmission contracts with its members. Each TANC member has agreed to pay a pro-rata share of the costs to operate TANC and for payment of debt service, and has the right to participate in future project agreements.

The joint powers agreement remains in effect until all debt obligations and interest thereon have been paid, unless otherwise extended by the members.

California-Oregon Transmission Project
TANC is a participant and also the Project Manager of the California-Oregon Transmission Project (Project), a 340 mile long, 500 kilovolt alternating current transmission project between Southern Oregon and Central California. As Project Manager, TANC is responsible for the overall direction and coordination of all Project operations and maintenance, additions and betterments, and for general and administrative support.

The Project was declared commercially operable on March 24, 1993, with a rated transfer capability of 1,600 megawatts and provides a third transmission path between the electric systems of the Pacific Northwest and those in California. The Project has successfully met and completed all major environmental requirements. As of June 30, 2023, the most recent data available, TANC’s investment in the Project was $545.2 million, less accumulated depreciation and amortization of $267.8 million.

In connection with its participation in the Project, TANC has an entitlement balance of the Project’s transfer capability of approximately 1,362 megawatts and is obligated to pay an

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 6 – PARTICIPATION IN JOINT VENTURES (continued)
51 average of approximately 80 percent of the operating costs associated with the Project. TANC incurred and initially capitalized all costs for project construction since they were expected to be recovered through reimbursement from Project participants and from the successful operations of the Project transmission lines. The Project agreement among the participating members provides that each member agrees to make payments, from its revenues, to TANC for project costs incurred and for payment of debt service.

SVP has historically been obligated to pay 20.47% of TANC’s COTP operating and maintenance expenses and 20.70% of TANC’s COTP debt service and 22.16% of the Vernon acquisition debt.

SVP has also been entitled to 20.4745% of TANC’s share of COTP transfer capability (approximately 278 MW net of third party layoffs of TANC) on an unconditional take-or-pay basis. Starting on July 1, 2014, SVP laid-off 147 MWs of this entitlement to other TANC members under a 25 year agreement. During the term of this agreement the parties taking on the entitlement will pay all associated debt service, operations and maintenance costs, and all administrative and general costs. SVP’s portion of the operating and maintenance expenses and the COTP debt service is 10.004 %.

D. M-S-R Public Power Agency (MSR PPA)
MSR PPA is a joint power agency formed in 1980 by the Modesto Irrigation District, the City of Santa Clara, and the City of Redding, California, to develop or acquire and manage electric power resources for the benefit of the members. The personnel of its members and contract professional staff perform the administrative and management functions of MSR PPA. The member’s income and expenses sharing ratio is as follows: Modesto Irrigation District – 50 percent, City of Santa Clara – 35 percent, and City of Redding – 15 percent.

Prior to fiscal year ended December 31, 2020, SVP’s equity in MSR PPA’s net losses exceeds its investments and, therefore, the equity method of accounting for the investment was suspended.

As of December 31, 2023, the date of the latest available audited financial statements, SVP was in a positive equity position of $14.3 million. The equity method of accounting of SVP’s investment in MSR PPA was applied. Under the joint exercise of power agreement, which formed MSR PPA, SVP is responsible for funding up to 35 percent of MSR PPA’s operating cost, to the extent such funding is necessary. During the years ended June 30, 2024 and 2023, SVP funded its share of operating costs in SVP’s expenses.

MSR PPA’s principal activity is a 28.8% ownership interest in a 507-megawatt unit of a coalfired electricity generating plant located in New Mexico (San Juan Plant). The San Juan plant was jointly owned by the Public Service Company of New Mexico (PNM) (38.5%), MSR PPA (28.8%) and other municipal power entities (32.7%). On December 31, 2017, MSR PPA divested its ownership interest in the San Juan plant and no longer receives electric energy or capacity from the San Juan Generating Station.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 6 – PARTICIPATION IN JOINT VENTURES (continued)
52 In 2006, MSR PPA entered into a Wholesale Purchase and Sale Agreement and a Shaping and Firming Agreement with Avangrid Renewables, Inc. to provide renewable wind energy to the Members from the Big Horn I Wind Energy Project (Big Horn I Project) with a nominal installed capacity of approximately 199.5 MW. SVP receives the power purchased by MSR PPA from the Big Horn I Project. SVP’s share equates to approximately a 105 MW share of the output.

Power deliveries commenced on October 1, 2006 and will continue through September 30, 2026.

Through an amendment of the original agreements MSR PPA has an obligation to continue to take the same output through September 30, 2031, or if the Big Horn Project is repowered MSR PPA will have a right of first offer to negotiate a long-term power purchase for such repowered project. The participation in this project is as follows:

Modesto Irrigation District 12.5%
City of Santa Clara 52.5%
City of Redding 35.0%
In 2009, MSR PPA entered into a Power Purchase Agreement and Redelivery Agreement with Avangrid Renewables Inc. to purchase additional wind power energy from the same site, called Big Horn II, with a nominal installed capacity of 50 MW for a twenty-year period. Deliveries of energy under this project began on November 1, 2010. The participation in this project is as follows: Modesto Irrigation District – 65%; City of Santa Clara – 35%.

MSR PPA San Juan
In 2015, the MSR PPA Commission approved a number of agreements (the “San Juan Restructuring Agreements”) to provide for the interests of MSR PPA and certain other San Juan Participants (the “exiting participants”) in the San Juan Generation Station to be transferred to the remaining San Juan Participants effective December 31, 2017. In addition to the ownership divesture, the San Juan Restructuring Agreements provide for, among other things, the allocation of ongoing responsibility for decommissioning costs, mine reclamation costs and any environmental remediation obligations among the exiting participants and the remaining San Juan Participants, and the establishment and funding of mine reclamation and plant decommissioning trust funds. The San Juan Restructuring Agreements were subsequently executed by all nine San Juan Generation Station owners and PNM Resources Development Company (a non-utility affiliate of PNM) and, following receipt of regulatory approvals, became effective on January 31, 2016. Various other implementing agreements and amendments to existing San Juan project agreements to effect the restructuring have also been executed. Closing of the ownership restructuring of the San Juan Generation Station and the divestiture of M-S-R PPA’s interests in San Juan Unit No. 4 was completed on schedule on December 31, 2017.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 6 – PARTICIPATION IN JOINT VENTURES (continued)
53 E. M-S-R Energy Authority (MSR EA)
MSR EA is a joint power agency formed in 2008 by the Modesto Irrigation District, the City of Santa Clara, and the City of Redding, California, to develop or acquire and manage natural gas resources for the benefit of the members. The personnel of its members and contract professional staff perform the administrative and management functions of MSR EA. Each member’s income and expense sharing ratio is as follows: Modesto Irrigation District – 33.3%; City of Santa Clara – 33.4%; and City of Redding – 33.3%.

SVP’s equity in MSR EA’s net losses exceeds its investment and, therefore, the equity method of accounting for the investment has been suspended. As of December 31, 2023, the date of the latest available audited financial statements, SVP’s unrecognized share of member’s deficit of MSR EA was $27.2 million. Under the joint exercise of power agreement, which formed MSR EA, SVP is responsible for funding up to 33.4% of MSR EA’s operating cost, to the extent such funding is necessary. During the years ended June 30, 2024 and 2023, SVP funded its share of operating costs in SVP’s expenses.

In 2009, the City of Santa Clara, along with the Cities of Modesto and Redding participated in the M-S-R Energy Authority Gas Prepay Project. The Gas Prepay Project provides the City, through a Gas Supply Agreement with MSR EA dated September 10, 2009, a secure and longterm supply of natural gas of 7,500 MM Btu (Million British thermal unit) daily or 2,730,500 MM Btu annually through December 31, 2012, and 12,500 MM Btu daily, or 4,562,500 MM Btu annually thereafter until September 30, 2039. The agreement provides this supply at a discounted price below the spot market price (the Pacific Gas & Electric City gate index) over the next 30 years. As of December 31, 2023, bonds issued by MSR EA to finance the City’s share of the Gas Prepay Project were outstanding in the principal amount of $482,400,000. These bonds were initially sold on August 27, 2009. Under the Gas Supply Agreement, MSR EA will bill the City for actual quantities of natural gas delivered each month on a “take-and-pay” basis.

MSR EA has contracted with Citigroup Energy, Inc. (“CEI”) to use the proceeds of the Gas Prepay bond issue to prepay CEI for natural gas. CEI has guaranteed repayment of the bonds, and responsibility for bond repayment is non-recourse to the City. Moreover, any default by the other Gas Prepay Project participants is also non-recourse to the City.

F. Contingent Liability
Under the terms of the various joint venture agreements, SVP is contingently liable for a portion of the long-term debt of the entities under take-or-pay agreements, letters of credit, guarantees or other similar agreements.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 6 – PARTICIPATION IN JOINT VENTURES (continued)
54 Based on the most recent audited financial statements of the individual joint ventures, SVP was contingently liable for long-term debt as of June 30, 2023 as follows:

Total Debt Silicon Valley Power's Silicon Valley Power's Agreements (Principal) Debt Share Contingent Liability
NCPA 06/30/23 500,597,477 $ 35.19% 176,167,851 $
TANC 06/30/23 165,500,000 9.65% 15,972,687
TOTAL 666,097,477 $ $ 192,140,538
In addition, SVP would be, under certain conditions, liable to pay a portion of costs associated with the operations of the entities. Under certain circumstances, such as default or bankruptcy of the other participants, SVP may also be liable to pay a portion of the debt of these joint ventures on behalf of those participants and seek reimbursement from those participants.

Take-or-Pay commitments expire upon final maturity of outstanding debt for each project. Final fiscal year debt expirations as of June 30, 2023 are as follows:

Entitlement Debt Service
Project Debt Expiration Share % Share %
NCPA - Geothermal Project (NGP) July-2024 44.3905% 44.3905% NCPA - Hydroelectric Project (NHP) July-2032 37.0200% 37.0200% NCPA - Lodi Energy Center (NLEC)** June-2040 25.7500% 34.5385% TANC - CA-OR Transmission Project (COTP) May-2039 9.6887% 9.6512% MSR PPA -San Juan Plant July-2022 35.0000% 35.0000%
** The SVP's debt service share in NLEC on issue one is 46.1588%, on issue two is 0%.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 6 – PARTICIPATION IN JOINT VENTURES (continued)
55 A summary of SVP’s “Take-or-Pay” contracts and related projects and its contingent liability for the debt service including principal and interest payments at June 30, 2023 is as follows:

Fiscal Year NGP NHP NLEC COTP Total
2024 1,541,819 $ $ 13,733,507 $ 7,565,130 $ 1,348,027 $ 24,188,483 2025 1,545,765 13,367,196 7,565,513 1,465,120 23,943,594 2026 7,581,031 1,464,903 15,863,548
2027 7,721,815 1,464,831 16,008,774
2028 7,723,465 1,464,806 16,072,565
2029-2033
6,817,614
6,822,128
6,884,294
38,619,608 7,324,611 81,616,785
2034-2038 - - 38,618,066 7,324,419 45,942,485
2039-2041 - - 22,527,489 1,465,338 23,992,827
Total 3,087,584 $ $ 83,297,305 $ 137,922,117 $ 23,322,055 $ 247,629,061 NOTE 7 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN For purposes of measuring the net pension liability and deferred outflows/inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the Plan and additions to/deductions from the Plan’s fiduciary net position have been determined on the same basis as they are reported by the CalPERS Financial Office. For this purpose, benefit payments (including refunds of employee contributions) are recognized when currently due and payable in accordance with the benefit terms. Investments are reported at fair value.

A. General Information about the Pension Plan
Plan Descriptions
All qualified regular and probationary employees are required to participate in the City’s Miscellaneous Agent Multiple-Employer defined benefit plan administered by the California Public Employees’ Retirement System (CalPERS), which acts as a common investment and administrative agent for its participating member employers. Benefit provisions under the Plan are established by State statute and City resolution. CalPERS issues a publicly available report that include a full description of the pension plan regarding benefit provisions, assumptions and membership information and can be found on the CalPERS website. 35,672,566

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 7 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 56 Benefits Provided
CalPERS provides service retirement and disability benefits, annual cost of living adjustments, and death benefits to plan members, who must be public employees or beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment. Members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non-duty disability benefits after 5 years of service. The pre-retirement death benefit is the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public Employees’ Retirement Law.

The Plan’s provisions and benefits in effect at June 30, 2023 and June 30, 2022, are summarized as follows:

Miscellaneous
Hire date
Prior to
January 1, 2013
On or after
January 1, 2013
Benefit formula 2.7% @ 55 2% @ 62
Benefit vesting schedule 5 years service 5 years service Benefit payments monthly for life monthly for life
Retirement age 50 - 55 52 - 67
Monthly benefits, as a % of eligible compensation 2.00 - 2.70% 1.00 - 2.50% Required employee contribution rates 8.00% 7.00%
Required employer contribution rates 11.160% 11.160%
June 30, 2024 June 30, 2023
Required unfunded liability contribution $8,571,789 $8,696,424 Contributions
Section 20814(c) of the California Public Employees’ Retirement Law requires that the employer contribution rates for all public employers are determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. Funding contributions are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability.

SVP is required to contribute the difference between the actuarially determined rate and the contribution rate of employees.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 7 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 57 The contributions to the Plan were as follows:

June 30, 2024 June 30, 2023
Contributions - employer $11,871,745 $11,321,067
Miscellaneous
B. Net Pension Liability, Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions
SVP reported a net pension liability for its proportionate share of the net pension liability of the Plan as follows:

June 30, 2024 June 30, 2023
Miscellaneous 108,269,790 $ 105,823,291 $
Proportionate Share of Net Pension Liability
SVP’s net pension liability for the Plan is measured as the proportionate share of the net pension liability. The net pension liability of the Plan is measured as of June 30, 2023, and the total pension liability for the Plan used to calculate the net pension liability was determined by an actuarial valuation as of June 30, 2022 rolled forward to June 30, 2023 using standard update procedures. SVP’s proportion of the net pension liability was based on a projection of SVP’s long-term share of contributions to the pension plan relative to the projected contributions of all funds of the City. SVP’s proportionate share of the net pension liability for the Plan as of June 30, 2024 and 2023 was 32.31%.

For the years ended June 30, 2024 and 2023, SVP recognized pension expense of $15,598,392 and $12,887,264 respectively. At June 30, 2024 and 2023, SVP reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

Miscellaneous Plan:

Deferred Outflows Deferred Inflows
June 30, 2024 of Resources of Resources
Pension contributions subsequent to measurement date 11,871,745 $ - $ Differences between expected and actual experience 1 (479,098) ,737,475 Changes in assumptions - 3,232,554
Net differences between projected and actual earnings
on plan investments - 8,255,134
Total $ (479,098) 25,096,908 $

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 7 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 58 Deferred Outflows Deferred Inflows
June 30, 2023 of Resources of Resources
Pension contributions subsequent to measurement date 11,321,067 $ - $ Differences between expected and actual experience 6 (821,311) 02,798 Net differences between projected and actual earnings
on plan investments - 8,757,655
Total $ (821,311) 26,223,040 $
$11,871,745 reported as deferred outflows of resources related to contributions subsequent to the June 30, 2024 measurement date will be recognized as a reduction of the net pension liability in the year ended June 30, 2025. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized as pension expense as follows:

Measurement Period Annual Measurement Period Annual
Ended June 30 Amortization Ended June 30 Amortization
2024 4,182,884 $ 2023 3,868,013 $
2025 2,313,824 2024 3,237,809
2026 6,037,743 2025 1,368,749
2027 211,614 2026 5,606,091
2024 2023
C. Actuarial Assumptions
For the measurement period ended June 30, 2023, the total pension liability was determined by rolling forward the June 30, 2022 total pension liability. The June 30, 2024 total pension liability was based on the following actuarial methods and assumptions:

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 7 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 59 Miscellaneous
Valuation Date June 30, 2022
Measurement Date June 30, 2023
Actuarial Cost Method Entry-Age Normal Cost Method
Actuarial Assumptions:

Discount Rate 6.90%
Inflation 2.30%
Payroll Growth 2.80%
Projected Salary Increase Varies by Entry-Age and Service Investment Rate of Return 6.90% (1)
Post Retirement Benefit Increase The lesser of Contract COLA or 2.3% until Purchasing Power Protection applies, 2.3%
thereafter
Mortality (2) Derived using CalPERS' Membership Data
for all Funds
(1) Net of pension plan investment and administrative expenses; including inflation. (2) The probabilities of mortality are based on the 2021 CalPERS Experience Study for the period from 2001 to 2019. Pre-retirement and post-retirement mortality rates include generational mortality improvement using 80% of Scale MP-2020 published by the Society of Actuaries. For more details on this table, please refer to the CalPERS' November 2021 experience study report available on CalPERS' website.

The underlying mortality assumptions and all other actual assumptions used in the June 30, 2021 valuation were based on the results of a December 2021 actuarial experience study for the period 2000 to 2019. Further details of the Experience Study can be found on the CalPERS website.

Discount Rate
The discount rate used to measure the total pension liability for the Plan was 6.90%. The projection of cash flows used to determine the discount rate for the Plan assumed that contributions from all plan members in the Public Employees Retirement Fund (PERF) will be made at the current member contribution rates and that contributions from employers will be made statutorily required rates, actuarially determined. Based on those assumptions, the Plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members for all plans in the PERF. Therefore, the long-term expected rate of

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 7 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 60 return on plan investments was applied to all period of projected benefit payments to determine the total pension liability for the Plan.

In determining the long-term expected rate of return, CalPERS took into account both short-term and long-term market return expectations as well as the expected pension fund cash flows.

Using historical returns of all the funds’ assets classes, expected compound (geometric) returns were calculated over the short-term (first 10 years) and the long-term (11+ years) using a building-block approach. Using the expected nominal returns for both short-term and long-term, the present value of benefits was calculated for each fund. The expected rate of return was set by calculating the rounded single equivalent expected return that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long-term returns. The expected rate of return was then set equal to the single equivalent rate calculated above and adjusted to account for assumed administrative expenses.

The table below reflects the long-term expected real rate of return by asset class.

Asset Class(a)
Assumed Asset
Allocation Real Return(a)(b)
Global Equity - Cap-weighted 30.0% 4.54%
Global Equity - Non-Cap-weighted 12.0% 3.84%
Private Equity 13.0% 7.28%
Treasury 5.0% 0.27%
Mortgage-backed Securities 5.0% 0.50%
Investment Grade Corporates 10.0% 1.56%
High Yield 5.0% 2.27%
Emerging Market Debt 5.0% 2.48%
Private Debt 5.0% 3.57%
Real Assets 15.0% 3.21%
Leverage -5.0% -0.59%
100.0%
(b) Figures are based on the 2021 Asset Liability Management Study. (a) An expected inflation of 2.30% used for this period.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 7 – RETIREMENT PLAN – DEFINED BENEFIT PENSION PLAN (continued) 61 Sensitivity of the Proportionate Share of the Net Pension Liability to Changes in the Discount Rate
The following presents SVP’s proportionate share of the net pension liability for the Plan, calculated using the discount rate for the Plan, as well as what SVP’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower or 1-percentage point higher than the current rate:

June 30, 2024 June 30, 2023
1% Decrease 5.90% 5.90%
Net Pension Liability $ 141,406,186 144,951,938 $
Current Discount Rate 6.90% 6.90%
Net Pension Liability $ 105,823,291 108,269,790 $
1% Increase 7.90% 7.90%
Net Pension Liability $ 76,286,918 77,805,619 $
Miscellaneous
Pension Plan Fiduciary Net Position
Detailed information about the pension plan’s fiduciary net position is available in the separately issued CalPERS financial report.

NOTE 8 – OTHER POST EMPLOYMENT BENEFITS
A. Plan Description
The City’s agent multiple-employer defined benefit Other Post Employment Benefit (OPEB) Plan, which was established by City Council in fiscal year 2007-08 in accordance with GAAP, provides reimbursements to retirees for qualified expenses. Employees who have retired from the City with at least ten years of service and meet certain criterion based upon retirement date, household income in the most recent calendar year and age are entitled to reimbursements for qualified expenses. Annual maximum reimbursement amounts differ depending on when an employee retired from City service. The majority of retirees may be eligible for a maximum of annual reimbursements of $4,932 in the fiscal year 2023-24 and $4,788 in the fiscal year 2022-

23. Amendments to benefit provisions are negotiated by the various bargaining units at the City and must be approved by Council. In fiscal year 2007-08, the City established an irrevocable exclusive agent multiple-employer defined benefit trust which is administered by Public Agency Retirement Services (PARS). The City is the Plan administrator, and PARS administers the

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 8 – OTHER POST EMPLOYMENT BENEFITS (continued)
62 investment trust for the City’s Plan. The trust is used to accumulate and invest assets necessary to reimburse retirees. Separate financial reports are issued by PARS for the OPEB Plan Trust.

The report can be obtained by writing to PARS at 4350 Von Karman Avenue, Suite 100, Newport Beach, CA 92660, or by calling 1-800-540-6369.

Fiscal year 2023-24
Measurement Date June 30, 2024
Measurement Period July 1, 2023 to June 30, 2024
Actuarial valuation date (1) June 30, 2022
Fiscal year 2022-23
Measurement Date June 30, 2023
Measurement Period July 1, 2022 to June 30, 2023
Actuarial valuation date (1) June 30, 2022
(1) Update procedures were used to roll forward the Total OPEB Liability from the valuation date to the measurement date.

B. Contributions
The OPEB Plan trust annual contributions are based upon actuarial determine contributions. The contribution requirements are established and may be amended by the City Council. Plan members do not make contributions to the plan; the plan is funded entirely by employer contributions. For the fiscal year ending June 30, 2024 and June 30, 2023, SVP contributed $812 thousand and $758 thousand.

C. Actuarial Assumptions
The June 30, 2024 total OPEB liability was based on the following actuarial methods and assumptions:

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 8 – OTHER POST EMPLOYMENT BENEFITS (continued)
63 Significant Actuarial Assumptions Used in Total OPEB Liability Actuarial Assumption June 30, 2024 Measurement Date
Actuarial valuation date June 30, 2022
Discount rate 4.50% at June 30, 2024 Crossover analysis showed benefit payments always fully funded by plan assets
Inflation 2.50%
Salary increases Aggregate 2.75%
Investment rate of return 4.50% at June 30, 2024
Funding policy Full pre-funding to PARS trust, PARS portfolio: Moderately Conservative Mortality, Disability,
Termination, and Retirement
CalPERS 2000-2019 Experience Study
Mortality Improvement Mortality projected fully generational with Scale MP-2021 Healthcare cost trend rates Non-Medicare - 8.5% for 2024 scaling down to 3.45% for year 2076 Medicare(Non-Kaiser) - 7.5% for 2024 scaling down to 3.45% for year 2076 Medicare(Kaiser) - 6.25% for 2024 scaling down to 3.45% for year 2076 Healthcare participation for future
retirees - Cash subsidy
PEMHCA minimum only: Currently covered: 50% Waived: 25% Other plans: Currently covered: 80% Waived: 25%
Healthcare participation for future
retirees - PEMHCA implied
subsidy
PEMHCA minimum only: Currently covered: 50% Waived: 25% Other plans: Currently covered: 80% Waived: 25%
The June 30, 2023 total OPEB liability was based on the following actuarial methods and assumptions:

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 8 – OTHER POST EMPLOYMENT BENEFITS (continued)
64 Significant Actuarial Assumptions Used in Total OPEB Liability Actuarial Assumption June 30, 2023 Measurement Date
Actuarial valuation date June 30, 2022
Discount rate 4.50% at June 30, 2023
Crossover analysis showed benefit payments always fully funded by plan assets
Inflation 2.50%
Salary increases Aggregate 2.75%
Investment rate of return 4.75% at June 30, 2023
Funding policy Full pre-funding to PARS trust, PARS portfolio: Moderately Conservative Mortality, Disability,
Termination, and Retirement
CalPERS 2000-2019 Experience Study
Mortality Improvement Mortality projected fully generational with Scale MP-2021 Healthcare cost trend rates Non-Medicare - 8.5% for 2023 scaling down to 3.45% for year 2076 Medicare(Non-Kaiser) - 7.5% for 2023 scaling down to 3.45% for year 2076 Medicare(Kaiser) - 6.25% for 2022 scaling down to 3.45% for year 2076 Healthcare participation for future
retirees - Cash subsidy
PEMHCA minimum only: Currently covered: 50% Waived: 25% Other plans: Currently covered: 80% Waived: 25%
Healthcare participation for future
retirees - PEMHCA implied
subsidy
PEMHCA minimum only: Currently covered: 50% Waived: 25% Other plans: Currently covered: 80% Waived: 25%
D. Net OPEB Liability, OPEB Expenses and Deferred Outflows/Inflows of Resources Related to OPEB
SVP’s net OPEB liability for the Plan is measured as the proportionate share of the City’s net OPEB liability as of June 30. The total OPEB liability for the Plan used to calculate the net OPEB liability for the fiscal year 2023-24 was determined by an actuarial valuation as of June 30, 2022, rolled forward to June 30, 2023 using standard actuarial methods, based on actuarial methods and assumptions. The total OPEB liability for the Plan used to calculate the net OPEB liability for the fiscal year 2022-23 was determined by an actuarial valuation as of June 30, 2020, rolled forward to June 30, 2022 using standard actuarial methods, based on actuarial methods and assumptions. SVP’s proportion of the net OPEB liability was based on a projection of SVP’s long-term share of contributions to the OPEB plan relative to the projected contributions of all funds of the City. SVP’s proportionate share of the net OPEB liability for the Plan as of June 30, 2024 and 2023 was 19.32%.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 8 – OTHER POST EMPLOYMENT BENEFITS (continued)
65 For the year ended June 30, 2024, SVP reported a net OPEB liability of $6.898 million and recognized OPEB expense of $403 thousand. For the year ended June 30, 2023, SVP reported a net OPEB liability of $7.289 million and recognized OPEB expense of $495 thousand. At June 30, 2024 and 2023, SVP reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources (in thousands):

June 30, 2024
Deferred Outflows
of Resources
Deferred Inflows
of Resources
Changes of assumptions $ 135 121 $
Differences between expected and actual experience - 248 Net differences between projected and actual earnings
on OPEB plan investments - 190
Total $ 383 311 $
June 30, 2023
Deferred Outflows
of Resources
Deferred Inflows
of Resources
Changes of assumptions $ 341 173 $
Differences between expected and actual experience - 361 Net differences between projected and actual earnings
on OPEB plan investments - 443
Total $ 702 616 $
Other amounts reported as deferred outflows of resources related to OPEB will be recognized as expense as follows:

Annual Annual
Measurement Period Amortization Measurement Period Amortization Ended June 30 (in thousands) Ended June 30 (in thousands) 2025 13 $ 2024 (149) $
2026 121 2025 46
2027 (88) 2026 155
2028 (110) 2027 (54)
2029 (8) 2028 (76)
Thereafter - Thereafter (8)
2024 2023

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 8 – OTHER POST EMPLOYMENT BENEFITS (continued)
66 E. Discount Rate
The discount rate used to measure the total OPEB liability was 4.50% as of June 30, 2023 and June 30, 2022. The projection of cash flows used to determine the discount rate assumed that City contributions will be made at rate equal to the actuarially determined contributions rates.

Based on those assumptions, the OPEB plan’s fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on OPEB plan investments was applied to all periods of projected benefit payments to determine the total OPEB liability.

Asset Class
Target
Allocation
Long-Term Expected
Real Rate of Return
Gloabal Equity 30% 4.56%
Mutual Funds - Fixed Income 65% 0.78%
Cash and equivalent 5% -0.50%
100%
Expected Inflation 2.50%
Discount Rate 4.50%
2023 and 2024
F. Sensitivity of the Net OPEB Liability to Changes in the Discount Rate The following table presents the net OPEB liability of the Plan as of June 30 as well as what the plan’s net OPEB liability would be if it were calculated using a discount rate that is 1% point lower or 1% point higher than the current rate.

June 30, 2024
(In Thousands)
June 30, 2023
(In Thousands)
1% Decrease 3.50% 3.50%
Net OPEB Liability $ 8,951 8,601 $
Current Discount Rate 4.50% 4.50%
Net OPEB Liability $ 7,289 6,898 $
1% Increase 5.50% 5.50%
Net OPEB Liability $ 5,910 5,486 $

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 8 – OTHER POST EMPLOYMENT BENEFITS (continued)
67 G. Sensitivity of the Net OPEB Liability to Healthcare Cost Trend Rates The following table presents the net OPEB liability of the City, as of June 30, as well as what the City’s net OPEB liability would be if it were calculated using healthcare cost trend rates that are 1% point lower or 1% point higher than the current rate.

June 30, 2024
(In Thousands)
June 30, 2023
(In Thousands)
Net OPEB Liability
1% Decrease $5,084 $5,637
Net OPEB Liability
Current Rate $6,898 $7,289
Net OPEB Liability
1% Increase $9,149 $9,330
NOTE 9 – WHOLESALE ACTIVITIES
A. Long-term Power Purchase Contracts
SVP purchases wholesale electric power from various participants of the Western Systems Power Pool (WSPP), NCPA, MSR Public Power Agency (Note 6), Western Area Power Administration, and other sources to supply the power requirements of Silicon Valley Power’s electric utility customers under long-term power purchase agreements (PPAs). SVP actively manages the financial risks inherent in these PPAs, including the risks arising from the changing spot market prices that move above and below the contract prices and from contract disputes that may arise from time to time. The proceeds and costs related to generation, either owned or under PPAs, except ancillary services are included in purchased resource expense and excluded from wholesale resources purchases.

B. Restructuring of the California Electric Industry
Deregulation Legislation and Direct Access
The passage of AB1890 in 1998 triggered fundamental changes in the structure of the electric industry in California. Generally, AB1890 provided for creation of the California Power Exchange (Cal PX), which was to be a clearinghouse for energy transactions among investorowned utilities, independent generators and power marketers, who in turn would serve so called

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 9 – WHOLESALE ACTIVITIES (continued)
68 direct-access customers. AB1890 also created the California Independent System Operator (CAISO), which was to manage the state’s bulk transmission grid.

However, in 2000 and 2001, the price of electricity at the Cal PX became extremely high, and investor-owned utilities were unable to pay for the energy that they needed from the Cal PX.

Eventually the Cal PX filed for bankruptcy and was dismantled. Investor-owned utility PG&E and several energy marketers would also file for bankruptcy and over a decade of litigation ensued.

Energy Wholesale Trading and Risk Management
SVP participates in the wholesale gas and power market and the CAISO’s centralized market.

Since CAISO’s Market Redesign and Technology Upgrade (MRTU), CAISO has become the ultimate buyer and seller in the California day ahead market. Therefore, SVP engages in the trading of commodity forward contracts (gas and electric energy contracts) to secure fuel supply and hedge daily power purchase/sales from/to CAISO. The primary type of forward contracts SVP currently engages in is the futures contracts SVP transacts on Intercontinental Exchange (ICE). Activities during the fiscal year were substantially considered hedging transactions and, as such, have been accounted for using the settlement method of accounting. In the past, the gains recognized from futures transactions in natural gas and power were reported as negative expenses in the purchased resource. The gains recognized from futures transactions in natural gas and power are reported as revenues in the wholesale resource sales. Accordingly, wholesale resources gross sales and purchases totaling $11.5 million and $9.8 million, respectively, for fiscal year ended June 30, 2024; wholesale resources gross sales and purchases totaling $85.0 million and $19.5 million, respectively, for fiscal year ended June 30, 2023, have been separately reported on the statement of revenues, expenses and changes in net position.

The restructured electric wholesale market exposes SVP to various risks including market, credit and operational risks. Active and effective management of these risks associated with the power trading activity is critical to its continued success and contribution to the entire utility. A Risk Management Committee administers and monitors compliance with the Council approved risk policies and the related procedures on a regular basis. The City and SVP believe that it has the resource commitment, effective policies and procedures, and is continuing to improve the control structure and oversight for evaluating and managing the market and credit risks to which it is exposed.

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 9 – WHOLESALE ACTIVITIES (continued)
69 Credit Arrangements
SVP has risk policies, regulations, and procedures that help mitigate credit risk and minimize overall credit risk exposure. The policies include transacting only with investment grade counterparties, evaluating of potential counterparties’ financial condition and assigning credit limits as applicable. These credit limits are established based on risk and return considerations under terms customarily available in the industry. For counterparties below investment grade or lack of solid financial records, SVP requires collateral in the form of parental guarantee, surety bonds, letter of credit, or cash prepayment. Additionally, The City is a signatory to the WSPP netting agreement supplement and otherwise, enters into master netting arrangements whenever possible and, where appropriate, obtains collateral prior to trade execution. Master netting agreements incorporate rights of setoff that provide for the net settlement of subject contracts with the same counterparty in the event of default.

NOTE 10 – MAJOR SUPPLIERS
SVP purchases electric energy through its participation in the NCPA and M-S-R Public Power Agency joint powers agencies, from the Western Area Power Administration, from the market via the California Independent System Operator (CAISO), and from other sources to supply its retail electric utility customers. Additionally, SVP purchases transmission services through its participation in the TANC and from the CAISO.

The purchases of energy and transmission services that represent 5% or more of the total purchased power costs are shown in the table below:

Supplier
June 30, 2024
Power Purchased
% of the Total
Purchased Power
NCPA 201,619,042 $ 49.63%
Tri-Dam Project 40,670,953 10.01%
M-S-R Public Power Agency 21,687,301 5.34%
Supplier
June 30, 2023
Power Purchased
% of the Total
Purchased Power
NCPA $ 307,064,381 68.63%
M-S-R Energy Authority 53,305,412 11.91%
Tri-Dam Project 33,708,170 7.53%
EDF Trading North America LLC 23,565,161 5.27%
M-S-R Public Power Agency 22,424,268 5.01%

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Commitments and contingencies, undeterminable in amount, include normal recurring pending claims and litigation. In the opinion of management, based upon discussion with legal counsel, there is no pending litigation, which is likely to have a material adverse effect on the financial position of the fund.

SVP has future commitments under construction projects as stated in Construction in Progress in Notes to Financial Statements 4B.

NOTE 12 – NET POSITION AND STABILIZATION AGREEMENTS
A. Net Position
Net Position is the excess of all SVP’s assets and deferred outflow of resources over all its liabilities and deferred inflow of resources. Net Position is divided into three categories that are described below:

Net investment in capital assets describes the portion of Net Position which is represented by the current net book value of SVP’s capital assets, less the outstanding balance of any debt issued to finance these assets.

Restricted for other agreements describes the portion of Net Position which is restricted as to use by the terms and conditions of agreements with outside parties, governmental regulations, laws, or other restrictions which SVP cannot unilaterally alter.

Unrestricted describes the portion of Net Position which is not restricted as to use.

SVP reported net position at June 30 as follows:
2024 2023
Net investment in capital assets: 575,817,583 $ 527,101,920 $ Restricted:

Pension benefits 10,065,874 6,324,045
Unrestricted:

Capital projects 212,222,222 167,116,904
Rate stabilization 261,000,000 207,542,169
Operations 233,749,911 163,210,048
Total Unrestricted 706,972,133 537,869,121
Total Net Position $ 1,292,855,590 $ 1,071,295,086

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

NOTES TO FINANCIAL STATEMENTS
For the years ended June 30, 2024 and 2023
NOTE 12 – NET POSITION AND STABILIZATION AGREEMENTS (continued) 71 B. Stabilization Agreements
Rate Stabilization Fund
In 1996, SVP established the Rate Stabilization Fund and Cost Reduction Fund to assure that the rates were set properly with sufficient operating cash as well as cost reduction and financial stability of the Electric Utility. In December 2010, Council approved to transfer the Cost Reduction Fund as a subaccount to the Rate Stabilization Fund and continued to be used to offset Electric Utility costs in essentially the same manner. As of June 30, 2024, the balance of the Rate Stabilization Fund was $261 million.

Pension Stabilization Fund
In fiscal year 2016-17, the City established an irrevocable pension trust as a way to address unfunded pension liabilities. As part of the year-end process for 2016-17, City Council approved SVP to designate and make an initial deposit of $3.5 million in fiscal year 2018 toward prefunding pension obligations. As of June 30, 2024, the balance of the Pension Stabilization Fund was $10,065,874.

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CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)

REQUIRED SUPPLEMENTARY INFORMATION
73 This part of the City of Santa Clara Electric Utility Enterprise Fund Financial Statements provides detailed information to better understand the data presented within the financial statements and note disclosures.

SCHEDULE OF PROPORTIONATE SHARE OF THE NET PENSION LIABILITY AND

RELATED RATIOS
Discloses the proportionate share of the net pension liability and related ratios, including the proportionate share of fiduciary net position as a percentage of the total pension liability, and proportionate share of the net pension liability as a percentage of covered payroll.

SCHEDULE OF CONTRIBUTIONS – PENSION PLAN
Contains information of the employer’s contractually required contribution rates, contributions to the pension plan and related ratios.

SCHEDULE OF PROPORTIONATE SHARE OF THE NET OPEB LIABILITY AND

RELATED RATIOS
Discloses the proportionate share of the net OPEB liability and related ratios, including proportionate share of fiduciary net position as a percentage of the total OPEB liability, and the proportionate share of the net OPEB liability as a percentage of covered employee payroll.

SCHEDULE OF PLAN CONTRIBUTIONS - OPEB PLAN
Contains information of the employer’s contractually required contribution rates, contributions to the OPEB Plan and related ratios.

Required Supplementary Information
74 Measurement Date June 30, 2023 June 30, 2022 June 30, 2021 June 30, 2020 Plan's Proportion of the Net Position
Liability/(Asset) 32.31% 32.31% 32.31% 32.31%
Plan's Proportionate Share of the Net Pension
Liability/(Asset) $ 108,269,790 $ 105,823,291 $ 73,533,480 $ 98,396,395 Plan's Covered Payroll $ 32,408,374 $ 29,932,874 $ 28,859,863 $ 28,818,319 Plan's Proportionate Share of the Net Pension
Liability/(Asset) as a Percentage of it's Covered
Payroll 334.08% 353.54% 254.79% 341.44%
Plan's Proportionate Share of the Fiduciary Net
Position as a Percentage of the Plan's Total
Pension Liability 63.05% 62.47% 72.48% 61.90%
Notes to Schedule:

Schedule of Proportionate Share of the Net Pension Liability City of Santa Clara Electric Utility Enterprise Fund Miscellaneous Plan, a Cost-Sharing Defined Benefit Pension Plan
Last Ten Fiscal Years for the Measurement Periods Ended June 30(1) (1) Fiscal year 2014-15 was the first year of implementation.

Schedule of Changes in the Net Pension Liability and Related Ratios Schedule of Prop ortionate Share of the Net Pension Liab ility 75 June 30, 2019 June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 June 30, 2014

32.31% 34.97% 34.97% 34.97% 34.97% 34.97%
$ 94,238,259 92,007,139 $ 92,735,319 $ 84,615,916 $ 74,516,387 $ 69,068,338 $ $ 26,407,732 28,630,755 $ 24,928,548 $ 21,661,244 $ 20,300,577 $ 20,289,905 $ 321.36% 356.86% 372.00% 390.63% 367.07% 340.41%

62.72% 62.97% 62.02% 62.18% 65.57% 67.42%
Schedule of Proportionate Share of the Net Pension Liability City of Santa Clara Electric Utility Enterprise Fund Miscellaneous Plan, a Cost-Sharing Defined Benefit Pension Plan
Last Ten Fiscal Years for the Measurement Periods Ended June 30 76 June 30, 2024 June 30, 2023 June 30, 2022 June 30, 2021 Actuarially determined contribution 11,871,745$ $ 11,321,067 11,026,399$ 10,027,454$ Contributions in relation to the
actuarially (11,871,745) (11,321,067) (11,026,399) (10,027,454) Contribution deficiency (excess) -$ -$ -$ -$
Covered payroll $ 33,220,790 $ 32,408,374 $ 29,932,874 $ 28,859,863 Contributions as a percentage of
covered payroll 35.74% 34.93% 36.84% 34.75%
Notes to Schedule
Valuation date 6/30/2021 6/30/2020 6/30/2019 6/30/2018
Methods and assumptions used to determine contribution rates:

Actuarial cost method Entry age normal
Amortization method Level percentage of payroll, closed Remaining amortization period 23 years as of valuation date Asset valuation method
Inflation
Salary increases
Investment rate of return
Retirement age
Mortality
(1) Fiscal year 2014-15 was the 1st year of implementation.

Schedule of Contributions
City of Santa Clara Electric Utility Enterprise Fund Miscellaneous Plan, a Cost-Sharing Defined Benefit Pension Plan
Last Ten Fiscal Years(1)

7.5% for 2015 to 2018, 7.375% for 2019, 7.25% for 2020, 7% for 2021 through 2022, and 6.8% for 2023 and 2024, net of pension plan investment expense, including inflation.

2.75% for 2015 to 2019, 2.675% for 2020, and 2.50% for 2021 through 2022,

2.30% for 2023 and 2024
5-year smoothed market
The probabilities of Retirement are based on the CalPERS Experience Study.

Varies by Entry Age and Service.

The probabilities of mortality are based on the 2017 CalPERS Experience Study for the period from 1997 to 2015. Pre-retirement and Post-retirement mortality rates include 15 years of projected mortality improvement using 90% of Scale, MP-2016 published by the Society of Actuaries.

Schedule of Co ntribu tions (Pension Plan)
77 June 30, 2020 June 30, 2019 June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 $ 9,365,958 $ 8,258,503 8,832,105$ 7,558,410$ 6,484,674$ 5,335,643$ (9,365,958) (8,258,503) (8,832,105) (7,558,410) (6,484,674) (5,335,643) -$ -$ -$ -$ -$ -$
$ 28,818,319 $ 28,630,755 26,407,732$ 24,928,548$ 21,661,244$ 20,300,577$

32.50% 28.84% 33.45% 30.32% 29.94% 26.28%
6/30/2017 6/30/2016 6/30/2015 6/30/2014 6/30/2013 6/30/2012 Schedule of Contributions
City of Santa Clara Electric Utility Enterprise Fund Miscellaneous Plan, a Cost-Sharing Defined Benefit Pension Plan
Last Ten Fiscal Years
78 Measurement Date
June 30,
2024
June 30,
2023
June 30,
2022
June 30,
2021
Liability/(Asset) 19.32% 19.32% 32.31% 32.31%Plan's Proportionate Share of the Net OPEB Liability/(Asset) $ 6,898,479 $ 7,288,705 $ 13,057,945 $ 11,860,957 Plan's Covered Payroll $ 37,402,861 $ 34,795,415 $ 54,801,960 $ 52,857,221 Plan's Proportionate Share of the Net OPEB Liability/(Asset) as a Percentage of it's Covered Payroll 18.44% 20.95% 23.83% 22.44%Plan's Proportionate Share of the Fiduciary Net Position as a Percentage of the Plan's Total OPEB Liability 48.40% 44.03% 40.25% 44.03% June 30,
2021
June 30,
2020
June 30,
2019
June 30,
2018 Plan's Proportionate Share of the Net Position
Liability/(Asset) 32.31% 32.31% 34.97% 34.97%Liability/(Asset) $ 12,076,500 11,860,957 $ 13,339,656 $ 16,285,879 $ Plan's Covered Payroll $ 53,127,656 52,857,221 $ 52,963,135 $ 47,313,294 $ Plan's Proportionate Share of the Net OPEB Liability/(Asset) as a Percentage of it's Covered Payroll 22.44% 22.73% 25.19% 34.42%Plan's Proportionate Share of the Fiduciary Net Position as a Percentage of the Plan's Total OPEB Liability 44.03% 40.11% 37.14% 28.90% Notes to Schedule:

Schedule of Proportionate Share of the Net OPEB Liability and Related Ratios City of Santa Clara Electric Utility Enterprise Fund
OPEB Plan, A Cost-Sharing Defined Benefit Plan
Last Ten Fiscal Years Ended June 30(1)
(1) Fiscal year 2017-18 was the first year of implementation.

Schedule of Proportionate Share of the Net OPE B Liability and Related Ratios 79 June 30, 2024 June 30, 2023 June 30, 2022
Actuarially determined contribution $ 1,010 $ 946 $ 1,534 Contributions in relation to the actuarially
determined contributions (812) (758) (635)
Contribution deficiency (excess) $ 198 $ 188 $ 899
Covered payroll $ 37,403 $ 34,795 $ 54,802Contributions as a percentage of covered payroll 2.17% 2.18% 1.16% June 30, 2021 June 30, 2020 June 30, 2019 June 30, 2018 Actuarially determined contribution $ 1,559 $ 1,512 $ 1,856 $ 1,911 Contributions in relation to the actuarially
determined contributions (570) (638) (748) (886)
Contribution deficiency (excess) $ 989 $ 874 $ 1,108 1,025$ Covered payroll $ 52,857 $ 53,128 $ 52,963 $ 47,313Contributions as a percentage of covered payroll 1.08% 1.20% 1.41% 1.87% Notes to Schedule:
(1) Fiscal year 2017-18 was the first year of implementation. (In Thousands)
Schedule of Proportionate Share of Contributions
City of Santa Clara Electric Utility Enterprise Fund
OPEB Plan, A Cost-Sharing Defined Benefit Plan
Last Ten Fiscal Years Ended June 30(1)
Schedule of Proportionate Share of the Contributions (O PEB Plan) 80 Actuarial valuation date June 30, 2020
Actuarial cost method Entry Age Normal, Level Percentage of Payroll Amortization method Level percent of payroll
Unfunded liability amortization
Asset valuation method
Discount rate 5.25%
General inflation 2.75%
Healthcare trend
Mortality CalPERS 1997-2015 Experience Study
Mortality improvement

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)
Notes to Schedule of Employer Contribution (OPEB Plan)
Post-retirement mortality projected fully generational with Scale MP-2020
Methods and Assumptions for 2022-23 Actuarially Determine Contributions 15 years (open period) for method, assumption, plan changes, and gains and losses
Maximum 30-year combined period
Investment gains and losses spread over a 5-year rolling period.

Not less that 80% nor greater than 120% of fair value
Non-Medicare - 7% for 2022, decreasing to an ultimated
rate of 4% in 2076
Medicare (non-Kaiser)- 6.1% for 2022, decreasing to an ultimated rate of 4% in 2076
30 years (closed period) for initial UAAL
(17 Years remaining on June 30, 2022)
20 years (closed period) for implied subsidy on 06/30/2019 (17 years remaining on June 30, 2022)
Medicare (Kaiser)- 5% for 2022, decreasing to an ultimated rate of 4% in 2076
81 Actuarial valuation date June 30, 2022
Actuarial cost method Entry Age Normal, Level Percentage of Payroll Amortization method Level percent of payroll
Unfunded liability amortization
Asset valuation method
Discount rate 4.50%
General inflation 2.50%
Healthcare trend
Mortality CalPERS 2000-2019 Experience Study
Mortality improvement
30 years (closed period) for initial UAAL
(16 Years remaining on June 30, 2023)
20 years (closed period) for implied subsidy on 06/30/2019 (16 years remaining on June 30, 2023)
15 years (open period) for method, assumption, plan changes, and gains and losses
Methods and Assumptions for 2023-24 Actuarially Determine Contributions

CITY OF SANTA CLARA ELECTRIC UTILITY ENTERPRISE FUND
(SILICON VALLEY POWER)
Notes to Schedule of Employer Contribution (OPEB Plan)
Post-retirement mortality projected fully generational with Scale MP-2021
Maximum 30-year combined period
Non-Medicare - 8.50% for 2024, decreasing to an ultimated rate of 3.45% in 2076
Medicare (non-Kaiser)- 7.50% for 2024, decreasing to an ultimated rate of 3.45% in 2076
Investment gains and losses spread over a 5-year rolling period.

Medicare (Kaiser)- 6.25% for 2024, decreasing to an ultimated rate of 3.45% in 2076
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1125 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action to Approve an Accounts Receivable Collections and Write-Off Policy

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Accounts receivable represents expected income for services performed, goods sold, or other miscellaneous billings (e.g., fines and penalties, third-party property damage, etc.) that the City of Santa Clara (the “City”) has not yet received payment. Accounts receivable internal controls and policies provide formal guidance to ensure that invoices are accurately recorded, customers pay in accordance with agreed upon terms, past-due accounts are properly pursued, and the write-off of past due accounts are appropriately approved and reflected in the City’s financial statements.

The Government Finance Officers Association (GFOA) recommends that state and local governments adopt comprehensive written revenue control and management policies to establish proper control over receipts and receivables and help ensure sound financial management practices.

Furthermore, Section 904 of the Santa Clara City Charter provides that the Director of Finance shall collect all taxes, special assessments, utility charges, license fees and other revenues of the City for whose collection the City is responsible. The Municipal Services Division Utility Services Rules and Regulations authorizes the Director of Finance to write off utility accounts with a balance of $5 or less, non-sufficient fees, late fees, and balances deemed uncollectible by an outside collection agency.

DISCUSSION
In accordance with best practices, the City’s Finance Department (the “Finance Department”) recommends adoption of the Accounts Receivable Collections and Write-Off Policy (the “Policy”).

The Policy will help ensure that all reasonable diligence is used to collect and reduce outstanding receivables, provide collection agency guidance, refine measurement of the City’s accounts receivables for financial reporting, optimize the use of City revenue collection resources, and formalize write-off authorization requirements and limits of past due accounts. This Policy shall apply to the City’s Miscellaneous Accounts Receivable, excluding the Housing & Community Services Division’s accounts receivable which are governed by a separate policy approved by City Council on January 25, 2022. In addition, the Municipal Services Division Utility Services Rules and Regulations shall govern the establishment of credit and collection of accounts receivables related to utility bills for electric, water, sewer, and refuse services provided by the City.

The City shall actively pursue collection of revenue and past-due accounts receivable, regularly City of Santa Clara Page 1 of 3 Printed on 11/27/2024
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24-1125 Agenda Date: 12/3/2024
review the status of past-due accounts, and write-off amounts reasonably determined to be uncollectible. The City has entered into an agreement with Ray Klein, Inc. dba Professional Credit to provide professional collection services for bad debt and delinquent accounts.

In conjunction with the preparation of the Policy, the Finance Department surveyed local municipalities to determine prevailing accounts receivable authorization levels and corresponding write-off limits. Consistent with other local municipalities, the Finance Department recommends the authorization levels and write-off limits presented in the following table:

Authorization Level Write-off Limit
Accounting Division Manager/Assistant Director of
Finance
$1 to $4,999
Director of Finance $5,000 to $9,999
City Manager $10,000 to $24,999
City Council $25,000 and greater
A write-off of uncollectible accounts receivable from the City’s accounting records does not constitute forgiveness of the debt or gift of public funds. All accounts referred for write-off are reviewed and approved by staff prior to submission for final write-off approval.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of a California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(5) of Title 14 of the California Code of Regulations 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 cost to the City other than administrative staff time and expense.

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

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

RECOMMENDATION
Approve the attached Accounts Receivable Collections and Write-Off Policy.

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

1. Accounts Receivable Collections and Write-Off Policy City of Santa Clara Page 3 of 3 Printed on 11/27/2024
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SECTION 1: INTRODUCTION
Accounts receivable represents expected income for services performed, goods sold, or other miscellaneous billings (e.g., fines and penalties, third-party property damage, etc.) that the City of Santa Clara (the “City”) has not yet received payment. Accounts receivable internal controls help ensure that invoices are accurately recorded and that customers pay in accordance with the agreed terms. While internal controls and procedures help minimize the risk of fraud, error, and loss, this policy recognizes that certain accounts receivable will be uncollectible.

The City’s Accounts Receivable Collections and Write-Off Policy (the “Policy”) establishes guidelines for the internal control, collection, and write-off of delinquent accounts receivable. The Policy shall comply with the California Government Code and all related rules and regulations.

SECTION 2: PURPOSE
The purpose of the Policy is to ensure that all reasonable diligence is used to collect accounts receivables, reduce outstanding receivables, streamline the collection process and enhance revenue collections, refine measurement of the City’s accounts receivables for financial reporting, and optimize the use of City revenue collection resources.

SECTION 3: SCOPE
This Policy shall apply to all City departments, agencies, special districts, and authorities that are governed by the City. The City of Santa Clara Municipal Services Division Utility Services Rules and Regulations shall govern the establishment of credit, rendering and payment of bills, and discontinuance of any City utility service including, but not limited to, electric, water, sewer, and refuse service (“Utility Services”) provided by the City within its corporate limits and to areas outside City limits, as the City may designate. External collection contracts shall remain in effect, as needed.

SECTION 4: POLICY
It is the policy of the City to actively pursue collection of revenue and past-due accounts receivable, regularly review the status of past-due accounts, and write-off amounts reasonably determined to be uncollectible. A write-off of uncollectible accounts receivable from the City’s accounting records does not constitute forgiveness of the debt or gift of public funds.

SECTION 5: AUTHORITY
The Santa Clara City Charter Section 904 provides that the Director of Finance shall collect all taxes, special assessments, utility charges, license fees and other revenues of the City for whose collection the City is responsible. The Director of Finance is responsible for maintaining and updating this Policy.

California Government Code section 16585 authorizes a city to sell or transfer part or all of its accounts receivable to a private debt collector or entities, provided the city notifies the debtor in writing at the address of record that the alleged accounts receivable debt will be turned over for private collection unless the debt is paid, or appealed within a time period, as determined by the city providing the notice.

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SECTION 6: BILLING & RECEIVABLES PROCEDURES
Accounts receivable procedures are established by the City's Finance Department (“Finance”) and may vary depending on the nature of the receivable. Types of receivables covered by this Policy include, but are not limited to, business license taxes and fees; transient occupancy tax; regulatory and development impact fees; permits; fees for services; goods sold; recovery for damage to City property; citations; and legal judgments. Finance – Accounts Receivable (“Finance A/R”) shall be responsible for recording various receivables and/or revenues through automated processes into the General Ledger as incurred. In general, billing procedures are as follows:
1) An Accounts Receivable Memo (“A/R Memo”) shall be prepared by the department that provides goods or services (the “Originating Department”) and sent to Finance A/R. Finance A/R shall create a system-generated invoice within a reasonable time after receipt. An invoice shall be rendered according to the due date specified by the Originating Department or at least 30 calendar days if unspecified, before the first payment is due. 2) Invoices for Citations shall follow the following process:
 Citations shall be sent by the Originating Department to customers with a copy sent to Finance A/R.
 Finance A/R shall generate an invoice based on the citation information.  The invoice shall be sent to customers by Finance A/R along with a copy of the citation.  The issuance of citations and the subsequent billing and collection of citations shall be in accordance with (1) Chapter 1.10 (Administrative Penalties – Citations) of the Santa Clara City Code–; and (2) Resolution Nos. 16-8302 and 16-8325 or any resolution that may supersede these resolutions.
 Any person who intends to request a hearing to contest an administrative citation and who claims to be financially unable to make the advance deposit of the fine may file a request for an advance deposit hardship waiver. The Director of Finance may waive the requirement of an advance deposit in accordance with Section 1.10.070 of the Santa Clara City Code, as may be amended from time to time.
3) Invoices shall include the date on which the invoice was prepared, payment due date, description of goods or services, and payment instructions. 4) Invoice due dates that occur on a weekend or holiday shall be advanced to the following business day.
5) Accounts receivable activity will be monitored using an accounts receivable aging report or system query to identify delinquent accounts. Following the end of each month, Finance shall reconcile the aging report or query to the General Ledger. Accounts with outstanding balances past the due date are considered past due.
 Following the end of each month, Finance A/R shall run a report or query showing all outstanding invoices and the number of days each invoice is past due, respectively.  Finance A/R shall review, identify, and mail a monthly statement to all customers with past due accounts that have not been sent to a collection agency or the State Interagency Intercept Program (the “Intercept Program”) and do not indicate that City of
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payment arrangements have been negotiated with the customer. The statement should include, at a minimum, the following information:
o Amounts charged during the month, if any
o Payments received during the month, if any
o Late fees and interest charges, if any
o Ending Balance
o Invoice Numbers
 For commercial accounts with past due invoices, in addition to mailing past due statements, Finance A/R may notify the Originating Department regarding the past due account and the Originating Department shall follow-up with the commercial customer to arrange for payment.
 For non-commercial customers, Finance A/R may attempt, or ask the Originating Department to attempt, to contact the customer to arrange for payment when contact information is available and the balance amount is large enough to make such efforts cost effective.
 Accounts with invoices greater than 120 days past due are subject to collection procedures described in Section 7 herein.
6) Departments are prohibited from providing additional goods or services to customers with delinquent accounts until the account is made current, except as required under applicable law.
7) Late fees and interest charges may begin to accrue on accounts receivables not paid by the invoice due date, subject to the discretion of the Director of Finance. Late fees and interest, if any, shall be consistent with the Municipal Fee Schedule. 8) If the City receives a partial payment, Finance A/R will credit the account for the amount received. Future statements shall reflect any payments received and include the remaining account balance.
9) If payment terms are arranged with the customer, a Payment Plan Agreement shall be prepared and sent by Finance A/R to the customer confirming the agreed upon payment terms. The customer shall sign, date, and return the Payment Plan Agreement to Finance A/R and the payment terms shall be noted on the account within the Financial Management System.
10) All contact with customers should be documented in a conversation log within the Financial Management System.
11) If a customer submits a written dispute of a debt, other than a citation subject to Chapter 1.10 of the Santa Clara City Code, the Originating Department shall evaluate the validity of the dispute and if the Originating Department agrees with the validity of the dispute, the Originating Department shall provide Finance A/R with a written request to cancel the invoice.

Upon receipt of a written request to cancel an invoice, Finance A/R will credit the invoice in the Financial Management System. Disputed citations are referred to the Code Officer and shall adhere to the Chapter 1.10 of the Santa Clara City Code. If dismissed, the Code Officer shall contact Finance A/R.

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SECTION 7: PAST DUE ACCOUNTS - COLLECTION PROCEDURES
Finance – A/R staff will work with City departments to ensure the timely handling of past due accounts, including collections, write-offs, and monthly reporting. 1) Finance shall expeditiously pursue all past-due and delinquent receivables. Communications with debtors shall follow the provisions of the Fair Debt Collection Practices Act, which prohibits abusive debt collection practices, limits communications with debtors, and prohibits harassment or abuse.
2) All contact with customers should be documented.
3) Collection procedures on all delinquent accounts will include intensive efforts to recover amounts owed, when cost effective. The effort expended to collect a debt must be in proportion to the amount owed to the City.
4) Past due statements shall be sent to customers monthly by Finance A/R beginning the month following the date an account first becomes past due until an account is 1) paid in full; or 2) sent to a collection agency or the Intercept Program (. Statements shall indicate that the account is past due and subject to late fees and interest charges and may be forwarded to a collection agency if immediate payment or payment arrangements are not made. 5) Accounts 120 or more days past due shall be sent to a collection agency or the Intercept Program unless payment arrangements between the City and the customer have been agreed upon.
6) Amounts owed to the City due to third-party property damage shall be administered in accordance with the City’s third-party property damage policy and procedures.

SECTION 8: COLLECTION AGENCY / INTERAGENCY INTERCEPT PROGRAM 1) Once an account has been referred to a collection agency or the Intercept Program, City efforts to collect the money should cease. Double collection efforts may be considered harassment of the debtor. Finance and the Originating Department will refer all subsequent customer contacts to the collection agency or the Intercept Program, if applicable. 2) When an account is referred to a collection agency or the Intercept Program, Finance A/R will write-off as a “bad debt expense” prior to the fiscal year end in accordance with Section 9 herein. Subsequent collections of amounts previously written-off shall be recorded as miscellaneous revenue.
3) Collection agencies will be directed to attempt to collect a delinquent account for three years following submission to the collection agency, unless a different collection period is approved by the Director of Finance, or his/her designee. After three years the collection agency shall delete the account from their records and notify the City of such action. 4) Accounts sent to the Intercept Program shall follow the latest rules and regulations of the Intercept Program published by the State of California Franchise Tax Board.

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SECTION 9: ACCOUNTS RECEIVABLE WRITE-OFFS
1) Debt should generally be written-off during the fiscal year it is determined by the Finance Department to be uncollectible.
2) Review Requirements – Accounts receivable will be reviewed monthly by Finance A/R to identify accounts eligible to be sent to the collection agency or Intercept Program or writtenoff. 3) Accounts Receivable Eligible for Write-Off – Past due accounts are eligible for write-off provided reasonable collection procedures have been followed, consistent with this Policy. 4) Accounts determined by the collection agency to be uncollectible and subsequently removed from their records shall follow the formal write-off process described herein.

Documentation Requirements
(i) In general, the greater the recommended write-off amount, the greater the amount of required documentation.

Documentation must be provided for each uncollectible account to support the uncollectible account designation. Documentation must substantiate that collection procedures were followed and due diligence was exercised in collection efforts. Due diligence documentation should include, at a minimum, the following (to the extent applicable):
a. Memo of explanation justifying each write-off, including debtor name, account balance, due date, description of receivable, criteria under which the account is deemed uncollectible; and background information;
b. Copies of invoices, collections letters, returned checks, and returned mail (including mail returned and stamped as undeliverable, no known forwarding address, etc.);
c. Report of calls and/or written correspondence supporting City collection efforts, and whether the account has been referred to a collection agency or the State Interagency Intercept Collection Program.
d. Documentation regarding collection agency efforts to collect delinquent amounts;
e. Documents supporting a claims court or other judgment rendered by proper authority or settlement agreement, if applicable;
f. Bankruptcy claim and any related plan or discharge, if applicable; g. Notice of discontinuation of services, if applicable; h. Death Certificate, if applicable;
i. Description of efforts to locate the debtor if debtor cannot be found, if applicable;
j. Signed statement from business owner that the business is no longer in operation, if applicable; and
k. General ledger or other accounting detail reports, if any.

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(ii) Documentation must support the total amount recommended for write-off. (iii) Records of accounts written-off must be maintained in accordance with Federal and State record retention rules as well as the City’s Record Retention Policy. 5) Approval Authority for Write-Offs
A formal written request, including documentation consistent with Section 9 (4) of this Policy, shall be prepared by Finance and written approval to write-off accounts deemed uncollectible shall be obtained consistent with the authorization levels below. Subsequent collection of an account previously written off will be treated as miscellaneous revenue in the appropriate fund.

Authorization Level Write-off Limit
Accounting Division Manager/Assistant Director of Finance $1 to $4,999 Director of Finance $5,000 to $9,999
City Manager $10,000 to $24,999
City Council $25,000 and greater
City of
Santa Clara
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1410 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on the Award of Purchase Orders with an Aggregate Total of $5,665,000 for Vehicles and Equipment for the Public Works, Fire, Police, Silicon Valley Power, Water & Sewer Utilities, and Parks & Recreation Departments, Funded by Amounts Previously Approved in the City’s Operating Budget for Fiscal Year 2024/25

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Department of Public Works (DPW) maintains approximately 760 fleet assets citywide with an original acquisition value of approximately $45,000,000. DPW is also responsible for purchasing fleet replacements and additions that have been approved by the City Council to support mission-critical operations performed by various City departments. DPW procures vehicles and equipment through either cooperative purchase agreements established by another public agency (pursuant to Santa Clara City Code Section 2.105.270) or by conducting its own competitive solicitation utilizing vehicle and equipment specifications developed with the relevant City departments (pursuant to Santa Clara City Code Section 2.105.140).

Under Section 2.105.300(a) of the Santa Clara City Code, the City Manager is authorized to execute purchase orders and agreements up to $250,000. Any purchases exceeding $250,000 from a single vendor require approval by the City Council. Funding for new and replacement fleet assets are appropriated in the FY 2024/25 Operating Budget. Each department has confirmed the need to acquire new assets to replace aged vehicles/equipment that require increasingly high maintenance costs or to fulfill new operating demands.

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, as determined by the Purchasing Division Manager.” To secure the order of the vehicles and equipment listed below, staff is requesting City Council approval to procure the following equipment through the cooperative purchasing agreements available through Sourcewell (a service cooperative created by the Minnesota legislature as a local unit of government) and the California Department of General Services, both of which have been determined by the Purchasing Division Manager to have resulted from a competitive bidding process that meets or exceeds the competitive bidding process of the City.

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24-1410 Agenda Date: 12/3/2024
· Municipal Maintenance Equipment, Inc.: One street sweeper for the Department of Public Works, with an estimated purchase price of $480,000.
· Downtown Ford: 11 light/medium duty vehicles for the Fire, Police, Public Works, and Silicon Valley Power Departments, with an estimated aggregate purchase price of $685,000. · Golden State Fire Apparatus: One tiller truck for the Fire Department, with an estimated purchase price of $2,130,000.
· Altec Industries, Inc./Global Rental Co.: One crane truck, one digger derrick truck, and two aerial bucket trucks for Silicon Valley Power, with an estimated aggregate purchase price of $1,800,000.
· Peterson Tractor: One backhoe loader for the Water & Sewer Utilities Department and one excavator for the Parks & Recreation Department, with an estimated aggregate purchase price of $300,000.

The combined total estimated value of these purchases is $5,395,000. In order to successfully complete the purchase order without additional approval, DPW is requesting authorization of a 5 percent contingency in the amount of $270,000, in addition to the estimated purchase amount of $5,395,000, for a not-to-exceed total of $5,665,000. This total amount includes all applicable taxes and fees.

Prior to purchasing the vehicles and equipment, DPW will collaborate with the user departments to determine if a zero-emission vehicle (ZEV) is commercially available and can satisfy department utilization needs. The pricing for 3 of the 11 light/medium duty vehicles is based on purchasing electric powered vehicles. DPW and Parks & Recreation are still evaluating the potential to purchase an electric powered excavator. The remainder of the vehicles and equipment described in this report will be powered by internal combustion engines.

The availability of vehicles and equipment has declined significantly over the last few years and purchase prices have significantly outpaced previous inflation projections. It is important to secure orders as early as possible to avoid potential price increases and ensure availability. The pricing provided in the estimates are not fixed until purchase orders are issued.

Approval of the recommendation will enable DPW to avoid any potential delays in procuring the vehicles. DPW will coordinate with the Finance Department to ensure the vehicle purchase is consistent with the City’s established purchasing policies.

ENVIRONMENTAL REVIEW
The action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(2) because the purchase of vehicles and equipment is not considered a project.

FISCAL IMPACT
The total not-to-exceed amount to purchase one street sweeper, 11 light/medium duty vehicles, one tiller truck, one crane truck, one digger derrick truck, two aerial bucket trucks, one backhoe loader and one excavator is estimated to be $5,665,000 ($5,395,000 base cost plus a 5 percent contingency of $270,000). The funding for the purchase of these vehicles and equipment has been approved in the FY 2024/25 Adopted Operating Budget.

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

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

RECOMMENDATION

1. Approve and authorize the City Manager or designee to execute purchase orders for vehicles and equipment for the Public Works, Fire, Police, Silicon Valley Power, Water & Sewer Utilities, and Parks & Recreation Departments, through Sourcewell and the California Department of General Services cooperative purchasing agreements, with Municipal Maintenance Equipment, Inc., Downtown Ford, Golden State Fire Apparatus, Altec Industries, Inc., and Peterson Tractor, on the terms and in the amounts presented, in a total aggregate amount not-to-exceed $5,665,000 (inclusive of taxes, fees, and a 5% contingency), in final forms approved by the City Attorney.

Reviewed by: Craig Mobeck, Director of Public Works
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
24-661 Agenda Date: 12/3/2024

REPORT TO CITY COUNCIL

SUBJECT
Action on Purchase Order with Insight Public Sector for FLOCK Automated License Plate Reader Systems

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Automatic license plate readers (ALPRs) use a combination of cameras and computer software to scan the license plates of every vehicle passing by. ALPRs can be mounted on stationary poles, such as road signs and traffic lights, as well as on handheld devices and mobile patrol vehicles. ALPR technology logs the time, date, and GPS coordinates of each scan and captures images of vehicles.

Unlike red light cameras (which the City of Santa Clara does not have), ALPRs do not have illumination to aid in identifying the driver or occupants of the vehicle, nor are they integrated with facial recognition solutions to identify registered owners or passengers.

ALPR technology shall only be used for legitimate law enforcement or public safety purposes with a need and right to know the information provided by an ALPR to:
· Locate stolen or wanted vehicles and vehicles that are the subject of a law enforcement investigation (e.g., identifying a crime, gathering evidence, working together with prosecutors to achieve a conviction in court, etc.);
· Locate and apprehend suspects that are sought by law enforcement; · Locate witnesses and victims of violent crime;
· Locate at-risk missing persons (including responding to Amber and Silver Alerts); · Protect participants at special events; and,
· Protect critical infrastructure sites.

No other uses shall be allowed.

ALPRs process each license plate against a designated “hot list.” These queries happen automatically in real-time, although officers can also query license plates manually via their mobile data computer in their patrol vehicle. When law enforcement receives a “hot hit,” they verify the data provided by ALPR technology using other law enforcement information sources to confirm the vehicle and justification before making contact. To the fullest extent possible, law enforcement personnel visually confirm that the plate characters generated by the ALPR technology correspond with the digital image of the license in question.

Pursuant to Senate Bill 31, on September 27, 2021, the Police Department conducted a virtual Town City of Santa Clara Page 1 of 4 Printed on 11/27/2024
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24-661 Agenda Date: 12/3/2024
Hall Meeting on ALPR; the recording was made available to the public on the Police Department’s website and social media platforms. Subsequently, the Department’s ALPR Policy was approved by City Council on October 26, 2021 (Attachment 1 - Report to Council 21-1122; Attachment 2 - Lexipol Policy 428). The requirements of the state law applicable to use, access, maintenance, disclosure, etc., of ALPR hardware, software, and resulting data, are incorporated into the Police Department’s Policy 428. The Police Department’s Policy Manual is available online at www.scpd.org <http://www.scpd.org>.

In 2021, the Police Department initiated an ALPR Pilot Program with Flock Safety Solutions (FLOCK), and integrated this pole-mounted technology at strategically selected locations in the City to capture large volumes of traffic at major ingress and egress locations along the City’s borders; the City does not advertise the exact locations. Since that time, the number of cameras has grown to 17 and $127,723 has been spent to install, lease and/or move this equipment. The ALPR Pilot Program demonstrated the power of additional investigative evidence positively impacting clearance rates and resulting in a higher success rate in solving crimes. These costs have been paid utilizing California Board of State and Community Corrections (BSCC) funds; however, there are limited remaining BSCC funds available for these types of purchases.

In 2023, the Police Department received 17,527 “hot hit” alerts collectively among the 17 cameras. Of those, 765 were for stolen vehicles, 101 were for vehicles associated with felony crimes (e.g., domestic violence, armed and dangerous, evading law enforcement, etc.), 16,354 were for stolen license plates, and 307 were for custom alerts. Custom alerts include vehicles associated with active Santa Clara Police Department investigations, wanted subjects, or suspect vehicles identified from neighboring jurisdiction bulletins. In addition, Police Department personnel conducted 20,889 searches over the same timeframe, searching for vehicle license plates associated with crimes in the City. In turn, the Police Department made 64 arrests for various violations, including stolen vehicles, domestic violence, robbery, and homicide.

DISCUSSION
The recommendation in this report to use a cooperative purchasing agreement is 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, as determined by the Purchasing Division Manager.” In May 2023, Insight Public Sector (IPS) was awarded an agreement through a Request for Proposals (RFP) process conducted by Omnia Partners, with Cobb County as the lead public agency. The Purchasing Division Manager determined that the RFP met or exceeded the City’s competitive requirements. In June 2024, staff issued a purchase order to IPS for the lease of an additional 15 pole-mounted cameras (bringing the total to 32 cameras, including 17 from the ALPR Pilot Program) at a cost of $93,250. These additional 15 cameras were purchased using available funds in the Police Department’s operating budget.

Staff is now seeking City Council authorization to issue additional purchase orders to IPS to renew the lease and software subscriptions for the existing 32 ALPR cameras, purchase an additional 15 cameras for the Levi’s Stadium footprint (for a total of 47 cameras), and acquire additional as-needed services. The total aggregate amount is $735,900 to cover all cameras and services through November 23, 2028. Table 1 provides a breakdown of the costs.

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Table 1
Description Funding
Source
Amount
Additional 15 City Cameras (Currently in
Implementation)
Police Dept
Budget
$93,250
Software Renewal Costs for 32 City Cameras
(February 24, 2025 - November 23, 2028)
Police Dept.

Budget
$281,250
Additional 15 Cameras for Levi’s Stadium
(specific cost dependent on implementation
date through November 23, 2028)
Stadium* $178,750
Enhanced LPR Software Purchase ($15,000
per year x 4 years)
Police Dept
Budget and
Stadium*
$60,000
PROJECTED SPEND TOTAL $613,250
Contingency (20%) $122,650

TOTAL AGGREGATE NOT-TO-EXCEED
AMOUNT
$735,900
* Please note that funding sources designated as “Stadium” are paid from the City’s Non-Departmental budget in the General Fund and reimbursed by Forty Niners SC Stadium Company (StadCo) and Santa Clara Stadium Authority (Stadium Authority).

There are plans for incorporating ALPR technology in the Levi’s Stadium exterior footprint, which includes parking lots and the streets surrounding the stadium. The Police Department is seeking to purchase 15 cameras which would bring the total camera count to 47 cameras. These additional 15 cameras will be reimbursed by StadCo and Stadium Authority for their respective NFL and Non-NFL events at Levi’s Stadium. The billing for the Levi’s Stadium cameras would be calculated similarly to that of the city-wide cameras (installation plus $3,000 annual expense per camera) estimated at $45,000 annually. For the cameras used in the Levi’s Stadium footprint, installation and annual costs will be funded from the City’s General Fund Non-Departmental Stadium appropriation, where public safety costs for Stadium events are budgeted, offset by reimbursement from the Stadium. It is anticipated that the Stadium appropriation can cover this expense; however; a budget amendment will be brought forward at a later date if necessary.

Additionally, the Police Department is planning to add the enhanced LPR software capabilities to detect suspect vehicles that frequently travel together (“Convoy Search”), conduct vehicle image search (“Visual Search”), and link suspect vehicles to multiple incidents (“Multi Geo Search”). This expense is the same regardless of the number of cameras, and costs can be split between the Police Department’s operating budget and the City’s General Fund Non-Departmental Stadium budget at a per camera rate (e.g., $15,000/47 = $320 per camera annually).

Data captured by the cameras is securely stored by the vendor (not by the City) until such time as the Police Department accesses or downloads an excerpt from the camera’s feed for evidentiary purposes. The footage is held by the vendor for a period of 30 days, during which time it can be accessed only by authorized and trained Police Department personnel, in the course of legitimate law enforcement activity. The data can be accessed by other law enforcement agencies within the Flock system that the Police Department has agreed to share with. If it is not downloaded during this period City of Santa Clara Page 3 of 4 Printed on 11/27/2024
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of time, it will be deleted. This downloaded data is then retained by the Police Department in association with their investigatory file materials, in accordance with the applicable record retention schedule.

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

FISCAL IMPACT
The aggregate maximum not-to-exceed amount of all future purchase orders is $735,900, subject to the appropriation of funds.

It is anticipated that the Police Department operating budget will have sufficient funds to cover the ongoing expense of the ALPR cameras throughout the City. The cameras used in the Levi’s Stadium footprint and related installation, annual costs and percentage of the enhanced software would be paid from the City’s Non-Departmental Stadium budget in the General Fund and reimbursed by StadCo and Stadium Authority. Funding for future years will be incorporated into the standard operating budget process.

COORDINATION
This report was coordinated with the Finance and Information Technology Departments and City Attorney’s Office.

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

RECOMMENDATION
Authorize the City Manager or designee to execute purchase orders with Insight Public Sector, through the Omnia Partners cooperative purchasing agreement, for the lease and/or purchase of FLOCK ALPR cameras, software enhancements, subscription services, and professional services, with a total aggregate amount not-to-exceed $735,900 to cover all cameras and services through November 23, 2028, subject to the appropriation of funds and in a final form approved by the City Attorney.

Reviewed by: Pat Nikolai, Chief of Police
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. RTC 21-1122

2. Lexipol Policy 428
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
21-1122 Agenda Date: 10/26/2021

REPORT TO COUNCIL

SUBJECT
Informational Report Regarding an Amendment to the Santa Clara Police Department’s Automated License Plate Reader (ALPR) Policy

COUNCIL PILLAR
Deliver and enhance high quality efficient services and infrastructure

BACKGROUND
Automated / automatic license plate readers (ALPRs) capture computer-readable images that allow law enforcement to compare plate numbers against plates of stolen cars or cars driven by individuals wanted on criminal charges. The devices are mounted on police cars, road signs or traffic lights and capture thousands of images of plates. The data collected can enhance law enforcement’s ability to investigate and enforce the law.

On January 1, 2016, Senate Bill 34 went into effect. SB 34 created California Civil Code (CCC) Title

1.81.23 entitled “Collection of License Plate Information” (Section 1798.90.5, et seq.) that requires any public agency, including a law enforcement agency, that operates Automated License Plate Reader (ALPR) technology to maintain reasonable security procedures and practices, including operational, administrative, technical, and physical safeguards, to protect ALPR information from unauthorized access, destruction, use, modification, or disclosure. SB 34 also requires the agency to implement a usage and privacy policy that meets certain requirements, including:
· The authorized purposes for using the ALPR system and collecting ALPR information; · A description of the job title or other designation of the employees and independent contractors who are authorized to use or access the ALPR system, or to collect ALPR information. The policy shall identify the training requirements necessary for those authorized employees and independent contractors;
· A description of how the ALPR system will be monitored to ensure the security of the information and compliance with applicable privacy laws; · The purposes of, process for, and restrictions on, the sale, sharing, or transfer of ALPR information to other persons;
· The title of the official custodian, or owner, of the ALPR system responsible for implementing this section;
· A description of the reasonable measures that will be used to ensure the accuracy of ALPR information and correct data errors;
· The length of time ALPR information will be retained, and the process the ALPR operator will utilize to determine if and when to use, destroy, modify or disclose retained ALPR information; · Ensure that collection, use, maintenance, sharing and dissemination of information gathered City of Santa Clara Page 1 of 7 Printed on 10/21/2021
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through the use of ALPR technology complies with all applicable law and is consistent with individual privacy and civil liberties; and
· Post the usage and privacy policy on the agency’s website.

DISCUSSION
Automatic license plate readers use a combination of cameras and computer software to indiscriminately scan the license plates of every car passing by. The readers, which can be mounted on stationary poles (e.g. road signs, traffic lights, etc.), handheld devices and mobile patrol vehicles, log the time and date of each scan, the vehicle’s GPS coordinates and pictures of the car.

The devices send the data to ALPR software, which can compare each license plate against a designated “hot list.” ALPR technology shall not be used for any purpose other than legitimate law enforcement or public safety purposes with a need and right to know the information provided by an ALPR to:
· Locate stolen or wanted vehicles and vehicles that are the subject of a legitimate law enforcement investigation;
· Locate and apprehend suspects that are lawfully sought by law enforcement; · Locate witnesses and victims of violent crime;
· Locate at-risk missing persons (including responding to Amber and Silver Alerts); · Support local, state and federal safety departments in the identification of vehicles associated with targets of criminal investigations, including investigations of serial crimes; · Protect participants at special events; and,
· Protect critical infrastructure sites.

These queries happen automatically, in real-time though officers can also query license plates manually via their mobile data computer in their patrol vehicle. When law enforcement receives a “hot hit,” they shall attempt to verify data provided by ALPR technology using other law enforcement information sources in order to confirm the vehicle or subject’s identity and justification before making contact. To the fullest extent possible, law enforcement personnel shall visually confirm that the plate characters generated by the ALPR technology correspond with the digital image of the license in question.

Santa Clara Police Department Policy 98.4
Since implementation of SB 34, the Police Department has had its ALPR policy (Attachment 1 - SCPD Policy 98.4), last issued in April, 2016, on our website www.scpd.org <http://www.scpd.org> in the Policy Information and Training Summary tab on the home page.

The Police Department currently has four (4) patrol vehicles equipped with ALPR mounted on them.

From August 1, 2020 through August 1, 2021, the devices read 114,837 license plates resulting in 126 “hot hits.” The data is downloaded directly to the Northern California Regional Intelligence Center (NCRIC).

NCRIC is one of 79 State Governor designated and Department of Homeland Security recognized fusion centers in the United States, and serves as the regional intelligence fusion center for all major crimes for the Federal Northern District of California.

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Pending Expansion of ALPR Use by the Police Department
On September 17, 2019, the City Council approved $750,000 in Board of State and Community Corrections (BSCC) one-time grant funding (Attachment 2 - RTC 19-941) to allow law enforcement agencies to work collaboratively and develop a task force to share resources and develop a comprehensive plan that will include community education, equipment procurement, staff costs and other creative prevention strategies to end auto break-ins in our communities.

On October 5, 2020, the Police Department presented materials to the Chief’s Advisory Committee regarding the potential for the implementation of a pilot community camera program. The Police Department entered into a two-year Agreement with Flock Group Incorporated for 12 solar powered, fixed cameras to be installed on existing light poles at major entrance and exit intersections of our city. These leased devices are capable of reading two lanes of traffic at once, operate over wireless network with cloud storage, and download data directly to the NCRIC. The cost for the two-year pilot program (tentatively scheduled for January 1, 2022 - December 31, 2024) is approximately $63,000 which was funded from the BSCC grant; at this time, there is not an on-going funding source.

The presentation included a summary of existing laws negatively impacting law enforcement’s crime prevention efforts, the Police Department’s existing use of ALPR technology and its’ corresponding policy, benefits of mobile cameras, example locations for fixed cameras and data use, storage and retention.

Committee members had a thoughtful discussion (e.g. mining the data, who the information can be shared with, profiling, facial recognition, concern regarding the ability for the Police Department to replace damaged cameras, etc.). Following the dialogue, Committee members fully supported the use of BSCC funding toward the implementation of a community camera program.

On December 16, 2020, the Police Department presented an Information Report to City Council regarding Automobile Burglaries, including Strategies for Prevention (Attachment 3 - RTC 20-1350).

The City Council was supportive of the past and pending initiatives, including the potential for a community camera program.

The coronavirus pandemic and staffing issues have negatively impacted the Police Department’s ability to make progress with this initiative.

Lexipol Policy 428 and Standardized Operating Procedures In 2017, the Police Department entered into an Agreement with Lexipol LLC (Lexipol). Lexipol provides policy manuals, training bulletins and consulting services to law enforcement agencies, fire departments, and other public safety departments based on current legislation, case law and industry best practices. Lexipol retains copyright over all manuals they create, including those modified by local agencies based on specifics to their community. As of March 2020, Lexipol services 8,100 agencies throughout the U.S. Gradually, the Police Department is transitioning from its established policies to that of Lexipol.

One primary distinction between the Police Department’s former policy manual and the new Lexipol manual is policy and practice are now two separate documents. In this instance, the standardized operating procedures are a separate document that articulates the steps for successfully implementing the policy.

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Lexipol Policy 428 (Attachment 4) complies with SB 34 and establishes:
· ALPR Administration
· Operations
· Data Collection and Retention
· Accountability
· Releasing ALPR data
· Training
In doing so, it also sets forth defined parameters for the use of ALPRs in the collection and use of data in a manner consistent with respect for individual’s privacy and civil liberties.

The standardized operating procedures (Attachment 5) serve as a tool for staff in training, process and accountability.

Of note, Policy 428 takes into consideration California Civil Code §§ 1798.29 and 1798.90.5, et seq., which established regulations on the privacy and usage of ALPR data and expands the meaning of "personal information" to include information or data collected through the use or operation of an ALPR system. It imposes privacy protection requirements on entities that use ALPR information, including:
· Prohibits public agencies from selling or sharing ALPR information, except to another public agency, as specified; and,
· Requires operators of ALPR systems to use that information only for authorized purposes.

Community Engagement on this Topic
On September 27, 2021, the Police Department and Flock Group Incorporated (FLOCK) facilitated a virtual Town Hall meeting via Zoom. The meeting details were advertised on the City’s website and information encouraging participation was distributed on GovDelivery, Facebook, Nextdoor, Nixle and Twitter to include:
· Highlight City of Santa Clara crime statistics
· Share current Automatic License Plate Reader (ALPR) policy · Discuss current use of mobile ALPR’s and community benefits · Introduce Board of State and Community Correction grant funding to fund the use of FLOCK stationary ALPR’s
· Discuss privacy issues
· Highlight pilot program and anticipated community benefits · Questions and community feedback
17 individuals, including two Councilmembers (Jain and Watanabe), one media outlet, five City staff and one representative from FLOCK, participated in this virtual meeting.

A large portion of the discussion was spent clarifying the Police Department’s existing use of ALPR technology in patrol vehicles, differentiating mobile versus stationary use of ALPR’s and enhancements to this technology since its inception. In addition, staff and the FLOCK representative City of Santa Clara Page 4 of 7 Printed on 10/21/2021
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fielded questions and concerns on the following topics:
· Q - Will this technology would be utilized to identify cars associated with undocumented individuals
· A - The Police Department will not conduct sweeps or other coordinated efforts, such as attempting to identify undocumented individuals by their mode of transportation, to detain suspected undocumented immigrants. It is neither the Police Department's mission or role.

The Police Department will not detain, question or arrest a person for the sole purpose of discovering a person’s citizenship or status under civil immigration laws.

The responsibility for enforcement of civil immigration laws rests with the U.S. Immigration and Customs Enforcement (ICE) and Removal Operations (ERO).

As a result, the Police Department will not utilize this technology to identify cars with undocumented individuals.
· Q - Will data collected be shared with immigration
· A - The data is downloaded directly to the Northern California Regional Intelligence Center (NCRIC).
· Q - Determining what data is saved to help solve a crime · A - SB 34 requires agency’s with ALPR to implement a usage and privacy policy that includes the length of time ALPR information will be retained, and the process the ALPR operator will utilize to determine if and when to use, destroy, modify or disclose retained ALPR information.

The Department’s retention policy varies according to the specific situation. · Q - Will incentives to offered to FLOCK for crimes solved · A - No.
· Q - Overall cost, pilot and on-going
· A - The FLOCK Agreement is a two-year pilot program for $63,000 (Year 1, $33,000; Year 2, $30,000). was approved by City Council on 12/16/2020.
· Q - What data, if any, will be made available to the public · A - None.
· Q - Measures which will be used to determine the success of the pilot program · A - The use of ALPR cameras will increase the Police Department’s investigative tools.

Following implementation, the Police Department intends to track the number of times detectives utilize ALPR footage compared with success rates associated with identifying vehicle(s) connected with crime.
· Q - Connection, if any, between residential surveillance cameras · A - There is no connection between the two types of surveillance cameras. · Q - Use of ALPR cameras in and around Levi’s Stadium
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· A - The City of Santa Clara has multiple traffic cameras on the northside of town to help drivers make traffic decisions based on road conditions. These are not ALPR cameras.

Additionally, there are cameras in and around Levi’s Stadium operated by stadium personnel.

Overall, the participants in the virtual meeting were supportive of the proposed changes to the ALPR policy and stationary camera use.

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

FISCAL IMPACT
The Amendment to the Santa Clara Police Department’s Automated License Plate Reader Policy will have no financial impact.

On December 16, 2020, use of Board of State and Community Corrections (BSCC) grant funding was previously approved by City Council (Attachment #3, RTC 20-1350) in the following areas:
· Equipment
· Staff overtime
· Contractual services
· Community Education
BSCC is not an on-going funding source for the stationary community camera program.

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

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

RECOMMENDATION
Note and file Information Report.

Reviewed by: Pat Nikolai, Chief of Police
Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. SCPD Policy 98.4
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2. RTC 19-941

3. RTC 20-1350

4. Lexipol Policy 428

5. ALPR SOP

6. Flock Group Incorporated Agreement
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Published with permission by Santa Clara Police Department ***DRAFT*** Automated License Plate Readers (ALPRs) - 1 Santa Clara Police Department
SCPD Policy Manual
Automated License Plate Readers (ALPRs)
428.1 PURPOSE AND SCOPE
The purpose of this policy is to provide guidance for the capture, storage and use of digital data obtained through the use of Automated License Plate Reader (ALPR) technology. 428.2 POLICY
The policy of the Santa Clara Police Department is to utilize ALPR technology to capture and store digital license plate data and images while recognizing the established privacy rights of the public.

All data and images gathered by the ALPR are for the official use of this department. Because such data may contain confidential information, it is not open to public review. 428.3 ADMINISTRATION
The ALPR technology, also known as License Plate Recognition (LPR), allows for the automated detection of license plates. It is used by the Santa Clara Police Department to convert data associated with vehicle license plates for official law enforcement purposes, including identifying stolen or wanted vehicles, stolen license plates and missing persons. It may also be used to gather information related to active warrants, homeland security, electronic surveillance, suspect interdiction and stolen property recovery.

All installation and maintenance of ALPR equipment, as well as ALPR data retention and access, shall be managed by the Administrative Services Division Commander. The Administrative Services Division Commander will assign members under his/her command to administer the dayto-day operation of the ALPR equipment and data. 428.3.1 ALPR ADMINISTRATOR
The Administrative Services Division Commander shall be responsible for developing guidelines and procedures to comply with the requirements of Civil Code § 1798.90.5 et seq. This includes, but is not limited to (Civil Code § 1798.90.51; Civil Code § 1798.90.53):
(a) Only properly trained sworn police personnel, community service officers, office specialists, crime analysts, records specialists, public safety dispatchers, vendor representatives and any other personnel with the approval of the Administrative Services Division Commander or their designee.
(b) All authorized users shall complete the California Department of Justice CLETS access certification every two years.
(c) ALPR system monitoring to ensure the security of the information and compliance with applicable privacy laws.

Policy
428
Best Practice
Best Practice MODIFIED
Best Practice MODIFIED
State MODIFIED
Santa Clara Police Department
SCPD Policy Manual
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2021/01/11, All Rights Reserved.

Published with permission by Santa Clara Police Department ***DRAFT*** Automated License Plate Readers (ALPRs) - 2 (d) Ensuring that procedures are followed for system operators and to maintain records of access in compliance with Civil Code § 1798.90.52. (e) The Administrative Division Commander or their designee shall oversee the ALPR program.
(f) The Administrative Services Division Commander or designee in overseeing the ALPR operation is maintained and continuously working with the Custodian of Records on the retention of destruction of ALPR data.
(g) The ALPR policy and related procedures shall be conspicuously posted on the department’s website.
428.4 OPERATIONS
Use of an ALPR is restricted to the purposes outlined below. Department members shall not use, or allow others to use the equipment or database records for any unauthorized purpose (Civil Code § 1798.90.51; Civil Code § 1798.90.53).
(a) An ALPR shall only be used for official law enforcement business. (b) An ALPR may be used in conjunction with any routine patrol operation or criminal investigation. Reasonable suspicion or probable cause is not required before using an ALPR.
(c) While an ALPR may be used to canvass license plates around any crime scene, particular consideration should be given to using ALPR-equipped cars to canvass areas around homicides, shootings and other major incidents. Partial license plates reported during major crimes should be entered into the ALPR system in an attempt to identify suspect vehicles.
(d) No member of this department shall operate ALPR equipment or access ALPR data without first completing department-approved training.
(e) No ALPR operator may access department, state or federal data unless otherwise authorized to do so.
(f) If practicable, the officer should verify an ALPR response through the California Law Enforcement Telecommunications System (CLETS) before taking enforcement action that is based solely on an ALPR alert.
428.5 DATA COLLECTION AND RETENTION
The Administrative Services Division Commander is responsible for ensuring systems and processes are in place for the proper collection and retention of ALPR data. Data will be transferred from vehicles to the designated storage in accordance with department procedures All ALPR data downloaded to the server should be stored for a minimum of one year (Government Code § 34090.6) and in accordance with the established records retention schedule. Thereafter, ALPR data should be purged unless it has become, or it is reasonable to believe it will become, State
Best Practice
Santa Clara Police Department
SCPD Policy Manual
Automated License Plate Readers (ALPRs)
Copyright Lexipol, LLC 2021/01/11, All Rights Reserved.

Published with permission by Santa Clara Police Department ***DRAFT*** Automated License Plate Readers (ALPRs) - 3 evidence in a criminal or civil action or is subject to a discovery request or other lawful action to produce records. In those circumstances the applicable data should be downloaded from the server onto portable media and booked into evidence.

ALPR data shall not be sold, shared or transferred except as specifically set for in this policy and applicable law.
428.6 ACCOUNTABILITY
All data will be closely safeguarded and protected by both procedural and technological means. The Santa Clara Police Department will observe the following safeguards regarding access to and use of stored data (Civil Code § 1798.90.51; Civil Code § 1798.90.53):
(a) All ALPR data downloaded to the mobile workstation and in storage shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date and time (Civil Code § 1798.90.52). The user’s unique identifier shall be recorded each time ALPR data is accessed. (b) Members approved to access ALPR data under these guidelines are permitted to access the data for legitimate law enforcement purposes only, such as when the data relate to a specific criminal investigation or department-related civil or administrative action.
(c) The Administrative Services Division Commander or their designee should perform monthly audits to ensure proper use of the ALPR data.

For security or data breaches, see the Records Release and Maintenance Policy. 428.7 RELEASING ALPR DATA
The ALPR data may be shared only with other law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise permitted by law, using the following procedures:
(a) The agency makes a written request for the ALPR data that includes:
(a) The name of the agency.
(b) The name of the person requesting.
(c) The intended purpose of obtaining the information.
(b) The request is reviewed by the Administrative Services Division Commander or the authorized designee and approved before the request is fulfilled. (c) The approved request is retained on file.

Requests for ALPR data by non-law enforcement or non-prosecutorial agencies will be processed as provided in the Records Maintenance and Release Policy (Civil Code § 1798.90.55) in accordance with applicable law.
428.8 TRAINING
The Police Training Unit should ensure that members receive department-approved training for those authorized to use or access the ALPR system (Civil Code § 1798.90.51; Civil Code § 1798.90.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1596 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Kimley-Horn and Associates, Inc. for Design Professional Services for the Uncontrolled Crosswalks Improvements - Phase II Project

COUNCIL PILLAR
Deliver and Enhance High-Quality Efficient Services and Infrastructure

BACKGROUND
An uncontrolled crosswalk is a striped pedestrian street crossing where motorists do not have a traffic control device (i.e. stop sign, traffic signal, flashing beacons) controlling their movement through the crosswalk. There are approximately 200 uncontrolled crosswalk locations throughout the City, and staff periodically receives requests from residents about installing some type of control measure at various locations. In order to address these requests, staff previously completed an initial effort that analyzed each location and ranked the crossing in order of priority based on criteria such as the number of vehicle lanes, speed and traffic volume, and provided initial recommendations on control measures. The next steps associated with this effort include obtaining funding, hiring a design consultant, and constructing improvements where deemed necessary.

Included within the FY 2024/25 and FY 2025/26 Adopted Capital Improvement Program Budget is the Uncontrolled Crosswalks Improvements project (Project). This Project is funded through gas tax revenues and its purpose is to analyze, design, and construct improvements at various uncontrolled crosswalks throughout the City. An initial listing of high priority locations was developed, and engineering studies were performed to identify potential improvements at these locations along with a priority ranking order for implementation. Construction for the first phase of uncontrolled crosswalk improvements was recently completed and included improvements at seven locations. Staff is now set to begin the design work for the second phase of improvements.

Based upon priority rankings and funding availability, the second phase of the Project will consider improvements at 13 high priority locations. A map of the planned locations is attached (Attachment 1) and includes:

1. Kiely Blvd at Mauricia Ave

2. Monroe St at Quinn Ave

3. Homestead Rd at Los Olivos Drive

4. Agnew Rd west of Garrity Way

5. Agnew Rd at Avina Circle

6. Agnew Rd at Davis St

7. Newhall St at Bohannon Dr

8. Benton St at Curtis Ave
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24-1596 Agenda Date: 12/3/2024

9. Winchester Blvd at Dolores Ave

10. Winchester Blvd at Tulip Rd

11. Calle De Primavera at Calle De Escuela

12. Mission College Blvd south of Our Lady's Way

13. Walsh Ave at Northwestern Pkwy
Various improvements will be reviewed and considered under the Project including installation of pedestrian warning beacons, traffic signs, roadway striping, street lighting, ADA curb ramps and curb extensions, dependent upon location specific factors and engineering analysis. The proposed improvements will also be coordinated with recommendations identified in the Santa Clara Pedestrian Master Plan and Santa Clara Bicycle Plan. The specific improvements, including the project locations, are subject to refinement and change during the course of the Project based upon further engineering design and available construction budget. To prepare the design and construction bid documents, the City will need to retain a consultant to provide engineering design services.

DISCUSSION
Pursuant to City Code Section 2.105.140(c) and State laws governing procurement of architectural and engineering services, the City followed a qualifications-based selection process. Under this process, proposers were evaluated based on their demonstrated experience and qualifications, and the most qualified proposer was selected, subject to the negotiation of fair and reasonable compensation.

In July 2024, a competitive Request for Proposals (RFP) was published on the City’s e-procurement platform and was sent to over 46,000 members. The RFP was viewed by 37 members, including consultants, plan rooms, and builder exchanges, among others. Staff also provided direct notifications to consultants who had viewed similar projects in the past.

The City received proposals from four firms: BKF Engineers, CSG Consultants, Inc, Hexagon Transportation Consultants, Inc., and Kimley-Horn and Associates, Inc. A proposal review panel consisting of staff from the Department of Public Work’s Design, Field Services, and Traffic Engineering Divisions evaluated each proposal against the criteria set forth in the RFP. This included responsiveness to the RFP, qualifications of the firm, experience, availability of key staff, project approach, and schedule. Based on the panel’s evaluation, staff recommends awarding the agreement to Kimley-Horn and Associates, Inc. (Kimley-Horn). Kimley-Horn submitted the best proposal, demonstrated a strong project understanding, and provided an approach that would maximize efficiency of the design services. Kimley-Horn also has a track record of successfully performing similar services for various public agencies including the City of Santa Clara.

The proposed agreement (Attachment 2) includes a negotiated scope of services and fees based upon the understanding of the work to be performed. The scope of services generally includes project management, preliminary engineering and evaluation, construction documents, bidding support, construction support, and project close-out.

Staff recommends entering into the agreement for design professional services with Kimley-Horn and Associates, Inc. for the Uncontrolled Crosswalks Improvements - Phase II Project. Approval of this agreement will provide design professional services necessary to develop the design and construction documents to implement the Project. The agreement includes prevailing wage requirements.

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24-1596 Agenda Date: 12/3/2024

ENVIRONMENTAL REVIEW
This action is for design professional services and the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act ("CEQA") Guidelines section 15378 as the action being considered does not commit the City to undertake any project and future discretionary approvals are required by the City to approve any project for construction.

Environmental review in accordance with CEQA will occur as part of the design and approval process.

FISCAL IMPACT
The proposed agreement is for a total not-to-exceed amount of $368,920. This amount includes $335,380 for basic services, and $33,540 for additional services. Funds for the proposed agreement are available in the FY 2024/25 and FY 2025/26 Adopted Biennial Capital Improvement Program Budget in the Uncontrolled Crosswalks Improvements project.

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

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute an agreement with Kimley-Horn and Associates, Inc. for design professional services for the Uncontrolled Crosswalks Improvements - Phase II Project with maximum compensation not-to-exceed $368,920, in a final form approved by the City Attorney; and

2. Authorize the City Manager to negotiate and execute amendments to the agreement to make modifications as needed, including time extensions, subject to the compensation limit and appropriation of funds, 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. Location Map

2. Agreement
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CABOT AVE.

CLAREMONT AVE.

GIBSON AVE.

BENNETT AVE.

MIRAMAR AVE.

KELLOGG WY.

GILBERT AVE.

ARCADIA AVE.

S T E V E N S C R E E K B L V D.

JENKINS PL.

ALBA
ALACE DR.

WOODHAMS
BRIAN LN.

SERENA WY.

GALA CT.

FOREST PARK DR.

K I E L Y B L V D.

MALABAR AVE.

BLAKE AVE.

PINA WY.

KEYSTONE AVE. POLK AVE. BREECH AVE.

BUCKINGHAM DR.

CYPRESS AVE.

BROOKSIDE AVE.

ARCADIA DR. DOUGLANE AVE.

HAROLD AVE.

CECIL AVE. TYLER AVE.

BEL AYRE DR.

WESTRIDGE DR.

DORCICH ST.

HENRY AVE.

CECIL AVE.

LOS PADRES BLVD.

FOREST AVE.

WOODLAND AVE.

DOLORES AVE.

FERNWOOD AVE.

JILL AVE.

KNOWLES AVE.

DOME AVE.

TALIA AVE.

CRESTVIEW DR.

PINEVIEW DR.

WESTRIDGE DR.

HENRY AVE.

CONCANNON CT.

BOHANNON
FOREST AVE.

DR. LONDONDERRY DR. KIT CARSON CT.

KERRY DR.

BRET HARTE CT.MARK TWAIN CT.

SUTTER AVE.

FOSGATE AVE. OSBORNE AVE.

S A R A T O G A A V E.

GLORIETTA CIR.

NICHOLSON AVE. LUTHER DR.

TAFT AVE.

BANCROFT ST.

WARREN DR.

ROMA CT.

FORBES AVE.

REBEIRO AVE.

CONCORD LN.

HOBART TERR
BIRCH WY.

SYCAMORE WY.

PONDEROSA WY.

MAURICIA AVE.

ESTELLA DR.

REGNART WY.

AZEVEDO
SYKES CT.

LAS PALMAS DR.

ROSE CT.

ASBURY PL.

BUCHER AVE.

DIXON DR.

PATRICIA DR.

ENOS CT.

K I E L Y B L V D.

BARCELLS AVE.

RAMONA CT.

RUTH CT.

TOLEDO AVE.

STEINHART CT.

JUANITA DR.

FORBES AVE.

CATALA CT.

DE LA PENA AVE.

BOHANNON DR.

N E W HA L L
TOWN & COUNTRY LN. PAULA CT.

BOHANNON DR.

MEADOWLARK AVE.

VIADER CT.

CARRIAGE DR.

B E L L O M Y S T.

M A R K E T S T.

MORENO LN.

B E N T O N S T.

L I N C O L N S T.

McCORMICK DR.

HARRISON ST.

DENISE DR.

DIANNE DR.

LAUREL DR.

FAIRFIELD AVE.

STAFFORD ST.

BLOCK DR.

BLACKFIELD
ELIZABETH DR.

MADELINE LN.

BUCHANAN DR.

LOYOLA DR.

BLACKFIELD DR.

BARBARA DR.

ROSALIE DR.

CAROLYN DR.

JANICE DR.

MARYANN DR.

AVE.

ANNA DR.

CT.

WHITE DR. WHITE DR.

STAATS WY.

EL CAPITAN AVE.

BRAY AVE.

LAINE AVE.

GRAHAM LN.

FATJO PL.

THOMPSON PL.

ARGUELLO PL.

VARGAS PL.

RAGGIO AVE.

CASTRO PL.

MENZEL PL.

LN.

ROBINSON AVE. HIGGINS AVE. OSWALD PL.

RAVIZZA AVE.

RAGGIO AVE.

CABRILLO AVE.

MORSE
EBERHARD ST.

BERNA ST.

LONG ST.

AMELIA WY.

CUNNINGHAM ST.

ROLL ST.

MENZEL PL.

BRAY AVE.

CABRILLO AVE.

PEBBLE
AGATE DR.

BRADY CT.

SHAMROCK AVE.

B O W E R S A V E.

CROSBY CT.

WARBURTON AVE.

AVE. JEFFERY CT.

DONOVAN AVE.

LYLE CT.

ANDREA PL.

COLUMBUS PL.

WADE AVE. RALSTON CT.

WEBSTER CT. WALSH AVE. CORONADO DR.

MEAD AVE.

OWEN ST.

CONDENSA ST.

STENDER WY.

NORTHWESTERN PKWY.

OLCOTT ST.

OWEN ST. CORONADO DR.

LAWSON LN.

SPACE PARK DR.

MONTGOMERY DR.

OCTAVIUS DR.

LAKESIDE DR.

AUGUSTINE DR.

FREEDOM CIR.

HICHBORN DR.

OUR LADY'S WY. MISSION COLLEGE BLVD.

L A F A Y E T T E S T. ST.

GREAT AMERICA WY.

EL DORADO CT.

L I C K
RENAISSANCE DR.

CARLYLE CT.

VISTA CLUB CIR.

AV. DE
BURTON DR.

ORCHARD DR.

ELKO DR.

PATRICK HENRY DR.

BETSY ROSS DR.

DEMOCRACY WY.

T A S M A N D R.

BUNKER HILL LN.

PATRICK HENRY DR.

TORRANCE AVE.

SOCORRO AVE.

SANDIA AVE. MANZANO WY.

OAK CREEK WY.

LAKEWOOD DR.

BLAZINGWOOD DR.
( B A Y S H O R E F R E E W A Y ) H I G H W A Y
LAKEHAVEN DR.

DI GUIGNE DR.

SAN RAFAEL AVE.

AMADOR AVE.

ALMADEN AVE.

SAN RAMON AVE.

BARSTOW CT.

SAN SIMEON ST.

SANTA RITA ST.

SAN PEDRO ST.

SANTA ROSA ST.

COACHELLA AVE.

SAN TOMAS ST.

SANTA SUSANNA ST.

SILVERLAKE DR.

STEWART DR.

KIFER RD.

C E N T R A L E X P W Y.

SAN YSIDRO WY.

SONORA CT.

DAHLIA DR.

COLUMBINE AVE. TOYAN AVE. TORREYA AVE.

STARBRUSH DR.

TIMBERPINE AVE.

THORNAPPLE DR.

SMOKE TREE WY.

SPRUCE DR.

HENDERSON AVE.

LILY AVE.

SILVERTIP WY.

GARDENIA WY. FUCHSIA DR.

HEDERA CT.

IBERIS CT.

MARIGOLD CT. MYRTLE DR. SWEETBAY LN.

ASTER AVE.

R E E D A V E.

WILLOW AVE.

CASSIA WY.

CLEMANTIS DR.

CORNFLOWER CT.

VINEMAPLE AVE.

SUGARPINE AVE.

BONITA
FRENCH ST.

BONITA AVE.

MARQUETTE ST.

EARL DR.

MACHADO AVE.

KING CT.

CT.

GEORGETOWN PL.

GONZAGA PL.

CREIGHTON PL.

COOPER DR.

ST. MARY'S PL.

M O N R O E S T.

CROCKER WY.

CAPISTRANO DR.

EMMETT CT.

MONTICELLO WY.

CASTELLO WY.

XAVIER CT.

ROCKHURST CT.

VINCENT DR.

MARCHESE WY.

BORAX DR.

AMETHYST DR.

GLADE DR.

COPPER AVE.

COBALT WY.

GORDON AVE.

KIFER RD.

RYDER ST.

ENOCHS ST.

TIROS WY.

MERCURY DR.

LAKESIDE DR.

MIDAS WY.

APOLLO WY.

MIRALOMA WY.

KERN AVE.

TITAN WY.

OAKMEAD PKWY.

AGATE DR.

CORVIN DR.

URANIUM DR.

A R Q U E S A V E.

LAKE WY.

OAKMEAD PKWY.

GARRETT DR.

TANNERY WY.

PETERSON WY.

CRONIN DR.

CAMERON WY.

SLOAT CT.

DRAKE CT.

MANLY CT.

HAYES AVE.

ADAMS WY.

TYLER CT.

ARTHUR CT.

KELLOGG WY.

QUINCE AVE.

YALE LN.

CT.

EL SOBRANTE ST. PACHECO ST. VIA DONDERA
BERGIN PL.

ORTHELLO WY.

FRESNO ST.

BUTTE ST.

HUMBOLT AVE.

SNIVELY AVE.

POMEROY AVE.

ST. IGNATIUS
FORDHAM DR.

BARKLEY AVE.

MERCED CT.

JAMES CT.

MARK AVE.

CLAIR CT.

DALLAS CT.

JERALD AVE.

TAPER AVE.

BETTY CT.

HOOD CT.

NATALIE AVE.

WHITE OAK LN.

LAWRENCE RD.

LAWRENCE
CABRILLO AVE.

ST. LAWRENCE DR.

DE VOS CT. RAYANNA AVE. SANTA ROSA CT. SANTA BARBARA AVE.

WARBURTON AVE.

BERRY WY. BONITA AVE.

GRANADA AVE.

B E N T O N S T.

FLORA VISTA AVE.

GOLDEN STATE DR.

SHAFER DR.

McPHERSON ST.

MARY-VIN LN.

BROOKDALE DR.

WEHNER DR.

LOCHINVAR AVE.

HARVARD AVE.

VANDERBILT WY.

PURDUE

PRINCETON
BAYLOR DR. PRINCETON WY.

BURBANK DR.

GALLATIN DR.

AVE. WREN
BUTCHER DR.

RODONOVAN DR.

MUIR AVE.

MICHAEL WY.

EDEN DR.

HARVARD AVE.

DOMINICAN DR.

EDEN CT.

EDEN DR.

WHEELING DR. CAMBRIDGE DR.

OXFORD
L A W R E N C E E X P W Y.

RODONOVAN
ALLEN
HILLSDALE AVE.

SWALLOW WY.

KILDARE AVE. SPARROW CT.

SWALLOW DR.

SWIFT CT.

KENSINGTON AVE.

LOCHINVAR AVE. BENTON ST.

VIREO AVE.

LONDON AVE.

WAXWING AVE.

WARBLER AVE.

KENT AVE.

LERWICK
CT.

H O M E S T E A D R D.

REDTAIL CT.

VIREO AVE.

PEREGRINE
THUNDERBIRD AVE.

SPOONBILL WY.

SWALLOW WY.

PEACOCK CT.

LILLICK DR.

BLUEBIRD AVE.

WATERBIRD WY.

HALFORD AVE.

CASTLETON WY.

THRUSH CT.

DOON CT.

CT.

BRYANT WY. TEAL DR.

TURNSTONE WY.

SPRIG ST.

SAGE HEN WY.

TEAL DR.

LOCHINVAR AVE.

WOOD DUCK CT.

HELEN AVE.

BUCKLEY ST.

SUNTREE
TAMARACK LN.

MIRAMAR WY.

TAMARACK LN.

POINCIANA DR.

SWEETBAY LN.

ORCHID DR.

PAINTBRUSH DR.

OLEANDER CT,
TANTAU AVE.

WALLACE ST.

BOWE AVE.

MORTON AVE.

CROWLEY AVE.

FOLEY AVE.

PHILLIPS AVE. PHILLIPS CT.

D
AVE.

AVE.

OD AVE.

LOS COCHES AVE.

BAILEY AVE.

CECIL ST.

REVEY AVE.

BELLROSE DR.

DI SALVO AVE.

CIRO AVE.

O'CONNOR DR.

BOSTON AVE.

HESTER AVE
OLIVE AVE.BROOKLYN AVE.

CLEVELAN AVE.

TOPEKA AVE.

WABASH AVE.

FOREST AVE.

BEECHWOOD AVE.

FERNWOOD AVE.

HOMEWOOD DR.

CORY AVE.

KENWOOD AVE.

WALNUT GROVE AVE.

PEACHTREE LN. N. BAYWOOD AVE. N. CLOVER AVE.

H E D D I N G S T.

WOODLAND AVE.

CORY AVE.

UNIVERSITY AVE.

PEACHTREE LN.

McDANIEL AVE.

EMORY ST.

BELLEROSE DR.

BELAIR AVE.

LYNWOOD AVE.

LAURELEI AVE.

CLARMAR WY.

FOREST AVE.

UNIVERSITY AVE.

HADLEY AVE.

FOREST AVE.

TRACE AVE.

SUNNY VISTA DR.

PEACHTREE LN.

NORMANDY WY.

CHERRYSTONE DR.

TULIP RD.

BOXWOOD DR.

ROXBURY
ROXBURY ST.

L A F A Y E T T E S T.

MISSION ST.

MORRIS CT.

ALAMEDA CT.

SHERWOOD AVE.

COOK ST.

O'BRIEN CT.

CAMPBELL AVE.

CHAPMAN CT.

HAMLINE ST.

UNIVERSITY AVE.

PARK AVE.

GREENWOOD
BURRELL CT.

DAVIS ST.

McKENDRIE ST,

T H E A L A M E D A
A G N E W R D.

LOS PADRES BLVD.

AVE.

H I G H W A Y ( R O U T E 1 7 F R E E W A Y )
WISTARIA AVE.

SHADY GLEN
REDBUSH TERR. HEATHERDALE AVE. LINDEN DR.

ALVISO ST.

N. BASCOM AVE.

W A S H I N G T O N S T.

HILMAR ST.

CAMINO DR.

ALPINE AVE.

E L C A M I N O R E A L
CT.

MADERA
ENCINA WY.

ARROYO DR.

MORAGA ST.

SANTA CRUZ AVE.

LOS ARBOLES
OLD MT. VIEW - ALVISO RD.

FRANCK AVE.

MARTIN AVE.

MATHEW ST.

WALSH AVE.

D E L A C R U Z B L V D.

ACCOLTI WY.

S T.

L I C K M I L L B L V D.

M O N R O E
A G N E W R D. M I L L B L V D. T E R B L V D.

M O N T A G U E E X P W Y.

G R E A T A M E R I C A P K W Y.

S A N T O M A S E X P W Y.

S C O T T B L V D.

F.S.

BRET AVE.

RENAISSANCE DR.

PARK AVE.

AVE.

N. GENEVIEVE LN.

N. MONROE ST.

N. DANIEL WY.

O'CONNOR DR.

N. MONROE ST.

G R E A T A M E R I C A P K WY.

CO L L EG E B L V D.

M ISS ION
B L V D.

T A S M A N D R.

T A S M A N

P R U N E R I D G E
P R U N E R I D G E A V E.

P R U N E R I D G E
A A V E.

S T E V E N S C R E E K B L V D. W. SAN CARLOS ST.

L A W R E N C E E X P W Y. L A W R E N C E
E X P W Y.

L A W R E N C E E X P W Y.

M O N R O E S T. M O N R O E S T.

M O N R O E S T.

H O M E S T E A D R D. H O M E S T E A D R D.

H O M E S T E A D
M A S E X P W Y.

N. W I N C H E S T E R B L V D.

L I N C O L N S T.

E L C A M I N O R E A L

E L C A M I N O

R E A L

E L C A M I N O R E A L
B E L L O M Y S T.

S C O T T B L V D.

N E W HA L L S T.

N E W HA L L
S T.

Y ( R O U T E 1 7 F R E E W A Y )
M A R K E T S T.

S C O T T B L V D.

A R Q U E S A V E.

C E N T R A L E X P W Y.

SCOTT BLVD.

C r e e k
S A N T O M A S E X P W Y.

B O W E R S A V E.

S A N T O M A S
E X P W Y.

M O N T A G U E E X P W Y.
( B A Y S H O R E F R E E W A Y ) H I G H W A Y
( B A Y S H O R E F R E E W A Y ) H I G H W A Y
S T.

N. B A S C O M A V E.
( J U N I P E R O S E R R A F R E E W A Y ) H I G H W A Y B E N T ON S T .

B E N T O N S T. B E N T O N S T.

NEWHALL ST.

L A F A Y E T T E S T.

L A F A Y E T T E
( M T. V I E W - A L V I S O R O A D ) H I G H W A Y
JUNCTION AVE.

HEDDING ST.

BROOKLYN AVE.

CLEVELAND AVE.

TOPEKA AVE.

WABASH AVE.

T H E A L A M E D A
S T.

CAMERON WY.

CT.

MALABAR AVE.

RD.

KEYSTONE AVE.

R. CYPRESS AVE.

MONROE ST.

EMORY ST.

WOODHAMS RD.

CRONIN DR.

CT.

BANCROFT ST.

SUTTER AVE.

TALIA AVE.

LONDONDERRY PL.

N. REDWOOD AVE.

CRESTVIEW DR.

PINEVIEW DR.

N. REDWOOD AVE.

AVE.

SUNNY VISTA DR.

TULIP RD.

BOXWOOD DR.

CHERRYSTONE DR.

WALNUT GROVE AVE.

IDAHO ST.

LORNE WY. LORNE CT.

WARBLER AVE.

CT.

WREN AVE.

BENTON ST.

CT.

BING DR.

CHERRY
LN.

SHAFER DR.

BROOKDALE DR.

REBEIRO AVE.

BARCELLS AVE.

LAS PALMAS DR.

DIXON DR.

MARYANN DR.

DANA AVE.

SHERWOOD
WOOD DUCK AVE.

COTSWALD
LILLICK DR.

CALABAZAS
FLORA VISTA AVE.

EL SOBRANTE ST.

BUCHANAN
LOYOLA CT.

CT.

LAS PALMAS DR.

ANNA DR.

ALVISO ST. ALVISO ST.

HALFORD AVE.

CT.

ST. LAWRENCE DR.

SANTA
INEZ
CT.

PL.

BELLARMINE
CT.

HASTINGS
CT.

DOWNING
CT.

MONTEREY
CT. JERALD
POMEROY AVE.

NOBILI AVE.

SALLY
CT.

ANDREA
PL.

SAN
RAFAEL
CT.

CABRILLO
CT.

DAY
CT.

LARSON
CT.

COLUMBUS PL.

BARKLEY AVE.

QUINN
CT.

HOOVER
CT.

GRAHAM LN.

MORSE LN.

CABRILLO AVE.

RANCHO
McCORMICK CT.

HOLLY BRANCH
CT.

ELM LEAFCT.

EUCALYPTUS
CT.

STONE
PINE
CT.

CANARY
ISLAND
CT.

ACACIA
CT.

FAN
PALM
CT.

JACKSON
CT.

TRITON CT. PARK
VISTA
CIR.

CROCUS
CT.

DAHLIA
CT.

TIMBERPINE CT.

LILY AVE.

IRIS AVE.

MACHADO AVE.

PACIFIC DR.

AGATE
CT.

KITSAP
CT.

CASHDAN
CT.

MARCHESE
CT.

ICEFIELD
CT.

LANDSLIDE
CT.

VILLANOVA
CT.

PARKLAND
CT.

DR.

PILOT KNOB PL.

GENTRY
CT.

FRANCISCAN
CT.

MARMON
CT.

ROOSEVELT
CT.

SAN YSIDRO WY.

ENOCHS ST.

RYDER ST.

KIFER RD. WALSH AVE.

CORVIN DR.

STENDER WY.

ARBUCKLE
CT.

STEWART
CT.

LAKESIDE DR.

DI GUIGNE DR.

SAN PIER
CT.

SAN
SABA
CT. AHWAHNEE AVE.

PEBBLELAKE
CT.

JADELAKE
CT.

LAKEHAVEN DR. VELVETLAKE DR.

TWINLAKE DR.

LAKEMUIR DR.

SILVERLAKE DR.

BURNTWOOD
CT.

CANDLEWOOD
CT.

REDROCK
CT.

CRESTWOOD
CT. BLAZINGWOOD DR.

ORTIZ
CT.

PECOS WY.

PRESCOTT AVE.

PALAMOS AVE.

A G N E W R D.

ROWENA
CT.

D E L A C R U Z B L V D.

SCHOTT
CT.

L A F A Y E T T E S T.

CLARKWOOD
CT.

PINEWOOD
CT.

BRASSWOOD
CT.

COLLINWOOD
CT.

HEMLOCK
CT.

ORCHARD PKWY.

VISTA CLUB CIR.

A V E.

W. SAN CARLOS ST.

BROADLEAF LN.

TAMARACK AVE.

S a r a t o g a Cr e e k
C a l a b a z a s C r e e k
Ca l a b a z a s
Ca l ab a z a s C r e ek
C al abazas Creek
He t ch He t chy R/W
He t c h He t chy R/W
He t c h He t chy R/W
Sa n T o m a s Aq u i n o Cre e k
S an Toma s Aqu i no Cr e e k
San T omas Aq u i no Cr e ek
San T oma s Aqu i no Cree k
S a n T oma s Aqu i no Creek
S a r a t o g a C r e e k
S a r a t o g a C r e e k
Gu a d a l up e R i v e r
Gu ad a l up e R i v e r
Gu a d a l u p e R i v e r
G u a d a l u p e R i v e r

MEMBRILLO
CORTE
CRONIN CT.

BOND ST.

JULIE
CT.

D R.

S C O T T B L V D.

BILLINGS CIR.

BRACK
WATSON CIR.

BURDICK LN.

HAGIS WY.

ETT WY.

HEADEN WY.

BILLINGS CIR.

SUN
FIRE WY.

ALVISO ST.

FRENCH ST.

LAWRENCE STATION RD.
82 82
82 82
880
880
101
101
101
237
F.S.

M I S S I O N C O L L E G E
S a n T oma s Aq u i n o Cr e e k
C E N T R A L E X P W Y.

C a l a b a z a s C r e e k
REGIS CT.
( M T. V I E W - A L V I S O R O A D )
MOFFETT PARK DR.

H I G H W A Y
MARVELL LN.

CHERRY ORCHARD
WILLETT PL.

EASTIN PL. OLIVER PL. MERRILL PL.

HOLMES
PL.

FARGHER
DR.

COZUMEL
CIR.

LIPPERT
PL.

RAMSHALL
PL.

LAIRD CIR.

PEEBELS
PL.

PALM VIEW
PL.

RICHIE
PL.

NORWOOD
CIR.

A V E.
( B A Y S H O R E F R E E W A Y ) H I G H W A Y

CALLE DE PRIMAVERA &

CALLE DE ESCUELA
AGNEW RD. & DAVIS ST.

AGNEW RD. &
AVINA CIRCLE (private)
AGNEW RD. &
GARRITY WAY (West)
MISSION COLLEGE BLVD. &
OUR LADY'S WAY (South)
WALSH AVE. &

NORTHWESTERN PARKWAY
MONROE ST. & QUINN AVE.

HOMESTEAD RD. &
LOS OLIVOS DR.

BENTON ST. &
CURTIS AVE.

NEWHALL ST. &
BOHANNON DR.

WINCHESTER BLVD.
&
TULIP DR. (San Jose)
KIELY BLVD. &
MAURICIA AVE.

WINCHESTER BLVD.
&
DOLORES AVE.

CITY OF SANTA CLARA

PUBLIC WORKS ENGINEERING

DESIGN DIVISION
CllY OF SUNNYVALE
RFP FOR UNCONTROLLED CROSSWALKS PHASE II ___ P_R_OJ_E_CT LOCATION MAP EXHIBIT (N.T.S.) CllYOF

SANJOSE
RFP FOR UNCONTROLLED CROSSWALKS PHASE 2

LOCATION MAP EXHIBIT
KIELY BLVD. & MAURICIA AVE. MONROE ST. & QUINN AVE.

HOMESTEAD RD. & LOS OLIVOS DR. AGNEW RD. & WEST Of' GARRITY WAY PAGE 1 OF3
RFP FOR UNCONTROLLED CROSSWALKS PHASE 2

LOCATION MAP EXHIBIT
NEWHALL ST. & BOHANNON DR.

BENTON ST. & CURTIS AVE.

PAGE 20F3
AGNEW RD. & AVINA CIRCLE (PVT.)
WINCHESTER BLVD. & TULIP RD (SAN JOSE)
WINCHESTER BLVD. & DOLORES AVE.

RFP FOR UNCONTROLLED CROSSWALKS PHASE 2

LOCATION MAP EXHIBIT
CALLE DE PRIMAVERA & CALLE DE ESCUELA AGNEW RD. & DAVIS ST.

MISSION COLLEGE BLVD. & OUR LADY OF PEACE WALSH AVE. & NORTHWESTERN PARKWAY PAGE 3 OF 3
Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 1 Rev. 09-28-18
EBIX Insurance No. S200005520

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
KIMLEY-HORN AND ASSOCIATES, INC.

FOR THE
UNCONTROLLED CROSSWALKS IMPROVEMENTS – PHASE II PROJECT

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Kimley-Horn and Associates, Inc., a North Carolina corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” Throughout this Agreement “Contractor” and “Consultant” are used interchangeably and refer to Consultant.

RECITALS
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”; B. “Design professional” includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; 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 objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 2 Rev. 09-28-18
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum
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
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the date this Agreement is signed by both Parties and terminate on December 31, 2027. Services may commence upon City issuing a written notice to proceed.

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. Times for performance shall be extended, as mutually agreed, for delays which are caused by reason of: any factor outside of its reasonable control, including but not limited to natural disasters, epidemics, pandemics, quarantine restrictions, or adverse weather.

A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Contractor shall be approved and signed by an appropriate qualified licensed professional in the State of California.

B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

4. WARRANTY
Contractor’s services covered by this Agreement 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.

Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 3 Rev. 09-28-18

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it is qualified 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 firms in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is three hundred sixty-eight thousand nine hundred twenty dollars ($368,920), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at 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.

D. The Contractor shall have the right to terminate this Agreement upon (15) days' written notice to City for any material breach; provided, however, that if City cures such breach or violation within such fifteen-day period, then Contractor shall not be entitled to terminate this Agreement.

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 Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 4 Rev. 09-28-18
transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

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

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

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

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

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

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 5 Rev. 09-28-18
final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

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

14. HOLD HARMLESS/INDEMNIFICATION
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, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Contractor, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

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

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

Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 6 Rev. 09-28-18

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

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

Kimley-Horn and Associates, Inc.

Attention: Brian Sowers, Principal-in-Charge/Senior Vice President 4637 Chabot Drive, Suite 300
Pleasanton, CA 94588
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 7 Rev. 09-28-18

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 to this Agreement.

Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 8 Rev. 09-28-18

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

CONTINUED ON PAGE 9

Design Professional Agreement with Kimley-Horn & Associates, Inc. Page 9 Rev. 09-28-18
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”
KIMLEY-HORN AND ASSOCIATES, INC.
a North Carolina corporation
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONTRACTOR”
Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 1 Rev. 09-28-18

EXHIBIT A

SCOPE OF SERVICES
I. GENERAL
Description of Project, Services, and Objective
City desires to engage Consultant to provide design professional services to prepare the design and bid documents (plans, specifications, and engineer’s estimate or PS&E) for public works bidding and construction of the Uncontrolled Crosswalks Improvements – Phase II Project (Project).

The City’s Objective is for Consultant to provide all design professional services necessary to implement the construction of improvements at pedestrian street crossings at multiple locations within the City, as contemplated in the City’s Request for Proposals (RFP), the Consultant’s response to the RFP (Proposal), and as described herein this Agreement.

The improvements proposed under the Project generally involve the installation of Rectangular Rapid Flashing Beacons (RRFB), installation of street lighting, installation or modification of concrete ADA curb ramps and/or curb extensions/bulb-outs, signing and pavement markings, and restoration of impacted surface features (pavement and sidewalks) as needed at the Project locations.

The specific Project locations and improvements at each location were included in the City’s RFP as Attachment G, Table of Improvements. This Attachment G, Table of Improvements, is incorporated into this Agreement by reference.

Baseline Solution
The list of Project locations and improvements was attached to the RFP and is incorporated into this Agreement by reference. The specific designs and details of the improvements at each location will be further developed by Consultant through the course of services under this Agreement and is dependent upon services provided by Consultant.

The list of Project locations and improvements identified in the City’s RFP constitute the Baseline Solution considered in this Scope of Services and is the basis for the Scope of Services and Schedule of Fees for the Project. The Baseline Solution is further defined as inclusive of all design professional services to be provided by Consultant that is necessary for the construction to fully implement the improvements as complete and usable facilities, inclusive of all ancillary work involved in the Project design that is customary to a pedestrian improvement or transportation improvement project administered by a governmental agency.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 2 Rev. 09-28-18
The Baseline Solution is further defined to include all representations made in the City’s Request for Proposals, the Consultant’s proposal dated August 7, 2024, and subsequent negotiations between City and Consultant resulting in this Scope of Services represent the Baseline Solution to meet the Project Objective.

Should there be deviations from the Baseline Solution during the course of services that results in services or fees being materially or significantly different than represented for the Baseline Solution, the Scope of Services and Schedule of Fees shall be addressed by City and Consultant in writing prior to Consultant proceeding with any services deviating from the Baseline Solution.

In the case of discrepancy or ambiguity for the Baseline Solution, the following order of precedence shall prevail:

1. This Scope of Services (Exhibit A) and Schedule of Fees (Exhibit B) of this Agreement

2. Information generated between City and Consultant in preparing this Scope of Services and Schedule of Fees

3. The Consultant’s Proposal

4. The City’s Request for Proposals
This Scope of Services and Schedule of Fees represents all design professional services anticipated to be provided by Consultant as necessary to implement the Baseline Solution. It is mutually agreed by City and Consultant that this Scope of Services incorporates Consultant’s professional qualifications and experience and is expected to meet City’s Objective.

Consultant Structure
Consultant shall provide the services described herein through the following structure comprised of Consultant and subconsultants as identified as follows:

Consultant: Kimley-Horn and Associates, Inc. (Kimley-Horn).

Subconsultant(s) to Kimley-Horn and Associates, Inc.:
 LCC Engineering & Surveying, Inc. Land Surveying
 Discovery Hydrovac Utility Potholing
Any changes to the consultant structure through the course of services is subject to approval in writing by City. All services described in this Scope of Services shall be self-provided by Kimley-Horn unless specifically described otherwise, or otherwise approved in writing by City. City shall have the right to approve any subconsultant(s) or subcontractor(s).

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 3 Rev. 09-28-18
Project Schedule
Consultant prepared a project schedule as part of its Proposal and is considered the agreed upon baseline project schedule for the purposes of this Agreement, and is incorporated into this Agreement by reference. The dates for milestone tasks as shown in the baseline project schedule shall not be exceeded without prior written approval by City.

II. RESPONSIBILITIES OF CITY
City will provide the following information regarding the Project as-available:
 Record drawings and maps (as-available)
 City’s Standard Details, Specifications, Benchmark, and Design Criteria  Storm Drain (SD), Sanitary Sewer (SS), Electric, Water and Recycled Water Block Book Maps (as-available)
 Geographic Information System (GIS) data including land parcels, street centerlines, City sanitary sewers, City storm drains, City water lines, and aerial photographic tiles (as-available). Consultant is expected to download any publicly available GIS information from the City’s GIS website, and City will provide any further non-public GIS information as described herein.  Payment of permit application fees to agencies for construction permits, if required; City may assign Consultant as the City’s agent in applying for and obtaining permits for construction.
 Any permits required from other agencies for the professional Services to be provided by Consultant during the design phase shall be secured and paid by Consultant. Fees for said permits, if required, may be pass-thru reimbursed by City to Consultant without markups through Consultant’s invoicing.

III. BASIC SCOPE OF SERVICES
The Basic Scope of Services includes professional Services required to design and prepare bid documents (plans, specifications, and engineer’s estimate or PS&E) for public works bidding of the Project. The following Tasks shall be completed by Consultant.

1. TASK 1: PROJECT MANAGEMENT
Following receipt of the notice-to-proceed from City, Kimley-Horn will schedule a project kick-off meeting with the City to discuss project goals, objectives, tasks, roles, and responsibilities. Kimley-Horn will prepare meeting materials and a meeting agenda.

Kimley-Horn will schedule and attend project status calls, scheduled on an-as needed basis, during the design phase to keep the City up to date on the Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 4 Rev. 09-28-18
progress of the project. The Schedule of Fees assumes a total of ten (10) project status calls for a duration of one (1) hour each.

All other meetings involving Consultant and City, except as the identified above kick-off meeting and project status calls, shall be invoiced under the active task underway for which the meeting is required or involved. Meetings not involving City, such as internal Consultant meetings, or meetings with Consultant and its subconsultant(s) shall be considered as general project management and shall not be invoiced as meetings.

Kimley-Horn will maintain a progress schedule that will be updated at major milestones that will be discussed at project status calls. Consultant shall notify City if there are delays in any task of the project. In such cases, Consultant shall make up the schedule in subsequent tasks of the project or provide information to City substantiating and requesting a time extension. The schedule shall be maintained current at all times and shall be updated any time progress or milestones are changed.

Kimley-Horn will provide a copy of quality control and assurance guidelines at the kick-off meeting. A quality control report will be submitted at the end of each task that covers all deliverables for that task. Time spent completing quality control reports will be billed under its respective task and not this task.

Other elements of this task include general project administration activities, including management of project staff, management of subconsultants, progress reports submitted with invoices, and coordination with the City and other affected parties, as required to complete the Scope of Services within the Schedule of Fees and within the baseline project schedule.

Consultant administrative staff time spent preparing invoices for services complete, or related activities such as reconciliation of accounts receivable/payable or other internal budget and accounting related matters, shall be considered as included in the overhead of the Consultant’s basic hourly rates and shall not be billed. Additionally, addressing administrative issues regarding this professional services Agreement, such as preparing Additional Services requests or amendments to the Agreement, shall also be considered as included in the overhead of the Consultant’s basic hourly rates and shall not be billed.

This Task 1 Project Management shall commence with the written notice-toproceed from City and end upon completion of award of construction contract under Task 4 Bid Support. Thereafter, services provided consistent with the above provisions is budgeted and shall be billed to subsequent tasks, e.g. Task 5 Construction Support and Task 6 Project Close-Out and Record Drawings, whichever may be applicable at the time services are provided.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 5 Rev. 09-28-18
Task 1 Deliverables
 Progress schedule in MS Project format (submitted in 11” x 17” PDF format and Microsoft Project format)
 Quality Control and Assurance Guidelines (submitted in PDF format)  Meeting agendas, preparation materials, and meeting minutes for each meeting (submitted in PDF format)
 Progress reports submitted with invoices (submitted in PDF format)

2. TASK 2: DATA GATHERING AND PRELIMINARY ENGINEERING
Kimley-Horn will conduct background research that includes the review of readily available relevant project documents and design standards, Bicycle and Pedestrian Master Plans, public utility system maps, as-built plans, right-of-way records, and other details for use in subsequent project design.

Kimley-Horn will prepare a Notice of Intent to Construct (NOI), or similar process for gathering utility record information at Consultant’s discretion, and submit to local utility operators to gather existing utility information in the project area.

Upon receipt of utility information, Kimley-Horn will develop a utility base map for use in determining if any utilities are at a high-risk of being affected. Consultant shall collaborate with City to identify relevant utility operators in City and at the project locations and Kimley-Horn shall have primary responsibility for ensuring all relevant operators are considered and contacted as part of the utility record research process. Consultant shall provide City a draft copy the NOI prior to sending it to a utility, maintain log of all NOI sent and received, and provide City all information received from the NOI process. City may also authorize KimleyHorn to act as City’s agent if so required by any utility operator prior to their release of record information.

Kimley-Horn and its survey subconsultant will conduct topographic surveys at each of the five (5) project locations identified for the installation of ADA ramps or curb extensions. These locations include:
 ID 26: Kiely Blvd/Mauricia Ave
 ID 219: Homestead Rd/Los Olivos Drive
 ID 163: Agnew Rd/West of Garrity Way
 ID 54: Benton St/Curtis Ave
 ID 155: Mission College Blvd/South of Our Lady's Way
The topographic surveys shall be consistent with the Standard of Care and include all necessary information Consultant deems necessary to complete the services under this agreement and is anticipated to include design grade information at curb returns, curb ramps, roadway surfaces along the crosswalks, and all other necessary surface features required for the Project design, including establishing proper survey datums and control. Consultant shall be responsible Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 6 Rev. 09-28-18
for coordinating and obtaining all required survey information in an efficient manner, and Consultant shall not invoice City for remobilizations or additional surveys by its survey subconsultant due to deficiencies in needed design grade information resulting from deficient subconsultant oversight and coordination by the Consultant.

At the following eight (8) locations, Kimley-Horn will perform field measurements of existing slopes and dimensions to verify the curb ramps and crosswalks comply with disability access requirements. If any of the eight (8) locations do not appear to comply with disability access requirements, Kimley-Horn will coordinate with City to consider completing additional topographic surveys and designs that may be recommended to provide for improved disability access.

Additional topographic surveys recommended by Consultant and agreed by City may be considered Optional Services or Additional Services to be completed for additional fees contingent upon written authorization from the City. An Additional Topographic Survey budget allowance is included as an Optional Task in Section IV Optional Services of this Scope of Services to support additional topographic surveys, if authorized by City.
 ID 205: Monroe St/Quinn Ave
 ID 46: Newhall St/Bohannon Dr
 ID 162: Agnew Rd/Avina Circle
 ID 38: Winchester Blvd/Dolores Ave
 ID 44: Winchester Blvd/Tulip Rd
 ID 179: Calle De Primavera/Calle De Escuela
 ID 189 : Agnew Rd/Davis St
 ID 145: Walsh Ave/Northwestern Pkwy
Kimley-Horn will conduct a field review of the project locations during the background research phase of the project and review any available as-built information as well as survey information. Kimley-Horn will walk the project areas to document information including, but not limited to, existing conditions, adjacent landscaping and trees, lane configurations, posted speed limits, signing and striping, curb ramps, parking, and visible utilities and surface features (above and below ground).

Design the preliminary design phase, photometric analyses will be completed based on current Silicon Valley Power (SVP), American National Standards Institute (ANSI), and City standards and guidelines for each of the 13 project locations. Prior to completing the analysis, Kimley-Horn will coordinate with the City, including SVP, to confirm the applicable standards and other parameters to be used in the analysis. Kimley-Horn will submit a photometric analysis summary showing the existing lighting levels, recommended lighting levels, and proposed lighting improvements to meet recommended levels with the preliminary design exhibits.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 7 Rev. 09-28-18
Kimley-Horn will prepare preliminary design exhibits (35% design level) for each project location showing existing utilities, right-of-way, civil improvements, and above ground electrical/traffic signal elements of the RRFB assemblies and safety or street lighting. In addition to the preliminary design exhibits, KimleyHorn will prepare a preliminary construction cost estimate.

During completion of the preliminary design, coordination with City, including SVP, will begin to determine possible locations of electric service tie-ins for the new overhead RRFB systems and street lighting improvements. As part of this coordination, Consultant shall also collaborate with City to evaluate solar powered or hard-wired electric service for the remainder of the locations with RRFB systems (non-overhead RRFB locations).

Task 2 Deliverables
 NOI Forms, Utility Tracking Log, and Utility Information Received (submitted in PDF format, and native formats if requested)
 Preliminary Design Plans (submitted in PDF format)
 Photometric Analysis Summary (submitted in PDF format)  Preliminary Construction Cost Estimate (submitted in PDF format, and native format if requested)
 Quality Control Report(s), as needed and if requested by City

3. TASK 3: CONSTRUCTION DOCUMENTS (PS&E)

3.1. Task 3.1: 65% Construction Documents Package
Upon receipt of comments on the Preliminary Design, Kimley-Horn will schedule and attend a meeting to discuss the preliminary design comments and 65% construction documents package.

Upon completion of the preliminary design review meeting, Kimley-Horn will begin the preparation of the 65% design level plans, specifications, and opinion of probable cost (PS&E) for the project improvements. The plans will be prepared in AutoCAD format and submitted to the City in PDF at half scale. Kimley-Horn will utilize the City 22”x34” title sheet, plan sheet borders with blocks, general construction notes, and CAD standards.

The anticipated breakdown of sheets for the 65% plans is as follows:
 Cover Sheet - Project Location Map, Sheet Index, Benchmark, Signatures, and Abbreviations and Legend [1 sheet]
 General and Project Specific Notes [1 sheet]
 Civil Improvements Plans [13 sheets]
 RRFB Signal Plans and Street Lights [13 sheets]
Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 8 Rev. 09-28-18
 Signing and Striping Plans [13 sheets]
 Detail Sheets [2 sheets]
 Construction Best Management Practices (BMPs) [1 sheet] The civil improvement plans are anticipated to be at a scale of 1”=10’ and will show the new curb ramps and curb extensions as a result of the RRFB modifications. The plans will show the curb ramp improvements including conform points, sawcut limits, flowline slopes, restoration of impacted surface features such as pavements and sidewalks, and existing and design grades (e.g. stations/offsets, coordinates, and/or elevations, as needed) for the civil improvements. The plans shall also include any references needed for survey controls used during the design phase and subsequently needed for construction phase by the construction contractor. The civil improvement plans will also show any other civil work necessary to complete the Project such as concrete or pavement work and restoration.

The RRFB plans are anticipated to be drawn at a scale of 1”=20’ and will include, as needed, all poles and equipment, controllers and cabinets, service connections or cabinets, conduit routing, pull boxes, and wiring.

The signing and striping plans are anticipated to be drawn at a scale of 1”=20’ and will include all removal information for existing striping, pavement markings, signs, and sign posts, as well as, all installation information for proposed striping, pavement marking, signs, and sign posts.

Regardless of the number of sheets or sizes of sheets, all project plans and details required for the Project shall be considered as included in the Basic Scope of Services. Requests for Additional Services related to the sizes, scales, or number of sheets required to bid and construct the project will not be considered.

For the 65% technical specifications submittal, Kimley-Horn will prepare the technical specifications (also referred to as and considered interchangeably as special provisions) based on the City standard specifications. The technical specifications will be prepared in Microsoft Word and will reference the City and Caltrans Standard Specifications as needed.

Construction cost estimates will be based on recent construction bids received on similar projects. Recent construction bids shall include bids provided by City to Consultant for City projects, other recent projects Consultant has provided services for other agencies, and any other local public agency projects whose bid information is readily obtainable.

Construction cost estimates will be prepared in Microsoft Excel format.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 9 Rev. 09-28-18
Estimates shall be further based upon appropriate quantity calculations or support, including for items presented as lump sum.

In addition, if any revisions are to be made to pole or luminaire placements that are different than the 35% design and photometric analysis, or receipt of comments on the photometric analysis from the preliminary engineering task, a revised photometric analysis and summary will be submitted with the 65% PS&E.

For the 65% PS&E submittal, Kimley-Horn will prepare a brief Stormwater Memorandum documenting the Project’s status as a non-regulated Project based on requirements from the Municipal Regional Permit (MRP). The Stormwater Memorandum should include a project description and proposed improvements, associated disturbed area calculations, and citations to the relevant MRP sections substantiating the non-regulated status.

Kimley-Horn will continue coordination with SVP for any potential service tie-in locations required for overhead RRFB equipment installations or safety lighting improvements. Kimley-Horn will include assumptions based on coordination with SVP for SVP service(s) in the 65% design plans for review and verification by SVP. The plans shall show work to be performed by the construction contractor, also referred to as developers work, and work to be performed by Silicon Valley Power (as by others) based on the SVP coordination.

Task 3.1 Deliverables
 Review Meeting Agenda and Notes (submitted in PDF format)  65% PS&E (submitted in PDF format)
 Response to Preliminary Design Plans Comments (submitted in PDF format)
 Updated Photometric Analyses Summary, if applicable (submitted in PDF format)
 Stormwater Memorandum (submitted in PDF Format)
 Quality Control Report(s), as needed

3.2. Task 3.2: 95% Construction Documents Package
Consultant shall perform engineering and design services to develop a 95% level of completion construction documents. The 95% level of completion is defined as all major project issues have been identified and resolved and the design is complete, and future submittals are reserved for refinements based on comments or other coordination.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 10 Rev. 09-28-18
Upon completion of the 65% design review by the City and receipt comments, Kimley-Horn will organize a design review meeting to discuss comments on the design. A comment resolution matrix will be prepared summarizing comments received on the 65% PS&E documents, along with the resolution for each comment. This matrix will be submitted with the returned 95% PS&E documents and the original, red-lined mark-ups of the 65% PS&E documents.

If required, following the 65% design and prior to completing the 95% design, Kimley-Horn will attend an on-site field review with City’s representatives to review Project locations near to and with potential to impact trees or vegetation to evaluate the proposed construction work, consider potential impact to trees and vegetation, and discuss approaches and provisions to include in the 95% contract documents to address any potential impacts to trees and vegetation.

The 95% technical specifications will be developed to include specific provisions regarding construction requirements, materials, and compensation. As part of the 95% specifications Kimley-Horn will provide information required from Consultant for City’s preparation of the boilerplate or front-end specifications and complete those sections, including:
 Consultant’s professional engineer seal and signature page (unsigned at 95%)
 Description of work
 List of Plan sheets
 Type(s) of Contractor’s License required
 Schedule of Bid Prices
 Requirements for Contractor’s Statement of Qualifications (e.g. experience requirements for previous construction contracts, contract values, or specialty experience).
 Number of Working Days for Substantial and Final Completion  Recommendations for appropriate Liquidated Damages
 Identification of any project-specific changes to the City’s boilerplate that are required
During the 95% design, Kimley-Horn will begin coordination with the City of San Jose for the construction encroachment permit for the two project intersections that will require work in both San Jose and Santa Clara, which are:
 ID 38: Winchester Blvd/Dolores Ave
 ID 44: Winchester Blvd/Tulip Rd
Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 11 Rev. 09-28-18
It is assumed that the City of San Jose construction encroachment permit will be an “Inter-Agency Permit” issued to the City of Santa Clara, but is required to be fully obtained after contract award to include information from the awarded construction contractor. Consultant’s efforts include ensuring that project design and plans are pre-approved by the City of San Jose for use in subsequent after-award permit issuance.

If any utilities are required to be relocated or adjusted directly by utility operators and not relocated or adjusted as part of the construction contract, Consultant shall provide exhibits showing the required relocations or adjustments for City’s use in coordinating the relocations or adjustments by others. City shall be lead or primary contact for coordinating the adjustments by others, and Consultant shall support City as necessary.

Prior to completing the 95% submittal, and if required by City, Consultant shall attend an informal “lessons learned” meeting hosted by City representatives, including the City’s Field Services Division, to share City’s experiences and lessons learned for this type of project for Consultant’s consideration in the 95% design. Consultant is not required to prepare or provide materials in-advance for this meeting.

If any revisions are to be made to pole or luminaire placements that are different from prior submittals, or comments on the photometric analysis submitted in the prior task, a revised photometric analysis and summary will be submitted with the 95% PS&E.

If any changes are made to the design affecting areas of hardscape that materially change the conclusions of the Stormwater Memorandum prepared in the 65% PS&E submittal, Kimley-Horn will prepare an updated Stormwater Memorandum.

In addition, at the 95% design level, Kimley-Horn will perform a PEER review of the project improvements. The PEER review will be completed by someone with greater experience than the engineer of record and who has not previously been associated with the project. It is further mutually agreed by City and Consultant that Consultant’s internal QA/QC procedures as described in its Proposal may concurrently satisfy the requirements of a PEER review. The following shall be placed on the Project title sheet and signed by appropriate Consultant staff as evidence of PEER review being completed:
“The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional engineer with expertise and experience in the appropriate fields of Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 12 Rev. 09-28-18
engineering equal to or greater than the Engineer of Record, and that appropriate corrections have been made.”
The project is subject to the City’s Complete Street Policy which requires that bicycle, pedestrian, and resurfacing projects undergo a complete streets review by the Bicycle and Pedestrian Advisory Committee (BPAC).

Consultant will not be required to attend or present at the meeting, but should support the City in providing information required for BPAC review.

Proposers should assume that one (1) review will take place at the 65% to 95% PS&E design milestone. Consultant shall address any comments from BPAC provided through the City in the next subsequent submittal following the BPAC meeting.

Task 3.2 Deliverables
 Review Meeting Agenda and Notes (submitted in PDF format)  95% PS&E (submitted in PDF format)
 Response to 65% Design Plans Comments (submitted in PDF format)  Updated Stormwater Memorandum, if applicable (submitted in PDF format)
 Updated Photometric Analyses Summary, if applicable (submitted in PDF format)
 PEER Review Plan Markups (submitted in PDF format)
 Quality Control Report(s), as needed

3.3. Task 3.3: 100% Construction Documents Package
Consultant shall perform engineering and design services to develop a 100% level of completion construction documents. The 100% level of completion is defined as the design and bid documents Are considered complete with no future revisions planned nor deemed necessary, or “bid ready.” The subsequent submittal is reserved for formal signing and sealing and addressing minor comments received.

Upon completion of the 95% design review by the City and receipt of comments, Kimley-Horn will organize a design review meeting to receive and discuss comments on the design. A comment resolution matrix will be prepared which will summarize the comments received on the 95% PS&E documents and the resolutions for each comment. This matrix will be submitted with the returned 100% PS&E documents and the original, redlined mark-ups of the 95% PS&E documents.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 13 Rev. 09-28-18
If changes are made to the design affecting areas of hardscape that materially change the conclusions of the Stormwater Memorandum prepared in the 95% submittal, Consultant shall update the Stormwater Memorandum with any revised information from the 100% design.

During the 100% design, Kimley-Horn will complete coordination with the City of San Jose for the construction encroachment permit for the two project intersections that will require work in both San Jose and Santa Clara. The project special provisions or appendices shall include all necessary information for the City and its awarded construction contract to fully obtain the permit following bid and award.

If new electric service cabinets are included in the work Consultant shall assist City in obtaining approval of the plans by the City Building Department and issuance of building permit(s) prior to the final bid set plans. Consultant shall prepare a “Building Permit Set” of plans based on the 100% plans, and respond to address any comments from the City Building Department.

Task 3.3 Deliverables
 Review Meeting Agenda and Notes (submitted in PDF format)  100% PS&E (submitted in PDF format)
 Building Permit Set Plans, as needed (submitted in PDF format)  Response to 95% Design Plans Comments (submitted in PDF format)  Updated Stormwater Memorandum, if applicable (submitted in PDF format)
 Updated Photometric Analyses Summary, if applicable (submitted in PDF format)
 Quality Control Report(s), as needed

3.4. Task 3.4: Final Bid Set Documents Package
The submittal shall be considered as a limited submittal to formalize and sign and seal the Final Bid Set documents, and resolution of any minor issues or comments remaining from the 100% design submittal package.

The final submittal shall include final Plans and Specifications, signed, stamped and dated by Consultant in responsible charge for their preparation, and signature of PEER reviewer, and be considered ready to bid. The final submittal shall be ready for City staff approval signatures on the title sheet. The final submittal shall also include the final engineer’s cost estimate.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 14 Rev. 09-28-18
It is anticipated that any comments resulting from the 100% design will be editorial in nature and will be communicated via e-mail or discussed on a conference call.

At this submittal, the Photometric Analysis Summary and Stormwater Memorandum shall match the bid set plans and shall be deemed final and submitted to the City for the project files.

Task 3.4 Deliverables
 Stamped, Signed, and Dated Final Plans for City Signature (submitted in PDF Format and AutoCAD format, if requested)
 Stamped, Signed, and Dated Final Specifications and Supporting Documents (submitted in PDF format and Microsoft Word format)  Final Engineer’s Cost Estimate (submitted in PDF Format and Microsoft Excel format)
 Response to 100% Design Plans Comments (submitted in PDF format)  Final Photometric Analysis Summary (submitted in PDF format)  Final Stormwater Memorandum (submitted in PDF format)  Quality Control Report(s), as needed

4. TASK 4: BID SUPPORT
All services completed within this task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services.

Prior to construction, during the bidding phase, Kimley-Horn will prepare any necessary clarifications or addenda to the project plans. City shall have primary responsibility for monitoring questions received from Bidders through the electronic bid platform, and when requested, Kimley-Horn shall provide draft answers to the City for City use and posing answers to the bid platform. KimleyHorn will also attend a pre-bid meeting and assist the City in evaluating bids and preparing a letter to award the contract, if requested by City.

In the event any addenda are issued, Kimley-Horn shall prepare a conformed set of construction documents upon City’s request.

If requested by City, if actual bids received are considerably higher or lower than Consultant’s estimate, as determined by City, Consultant shall investigate the discrepancies and provide information to City identifying the areas of discrepancy and possible reasons or explanations for the discrepancies.

The amounts included in the Schedule of Fees are an assumption based upon Kimley-Horn’s qualifications and experience, including experience with prior projects for City under separate agreements, for the services anticipated to become provided for the Project for the Baseline Solution. Additional fees that exceed this assumption shall be substantiated by Consultant to City, and agreed Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 15 Rev. 09-28-18
by City under an Additional Services authorization prior to being invoiced by Consultant. Services under this Task that can be reasonably deemed by City to be a result of Consultant’s errors or omissions or otherwise as a result of deficient quality Bid Documents inconsistent with the Standard of Care shall be resolved by City and Consultant prior to invoicing and such services are subject to dispute resolution prior to any payments.

Task 4 Deliverables
 Written Clarifications and Responses to Prospective Bidders (submitted in PDF Format)
 Addenda to Bid Documents (submitted in PDF format)
 Written Recommendation for Award of Contract (submitted in PDF format)  Conformed Construction Documents (submitted in PDF format)  Quality Control Report(s), if requested by City

5. TASK 5: CONSTRUCTION SUPPORT
All services completed within this task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services.

The City’s Field Services Division will have primary responsibility for construction management and inspection. Consultant’s responsibility to provide basic services for the construction phase under this Agreement commences with the award of construction contract and terminates on the date City accepts the constructed improvements, files a notice of completion, or when otherwise Consultant is notified by City that services under this task are complete, whichever comes sooner. All services completed within this Task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services.

The amounts included in the Schedule of Fees are based upon the Consultant’s experience and judgment, including experience with prior projects for City under separate agreements, of the services anticipated to become provided for the Project by Consultant for the Baseline Solution. Additional fees that exceed this assumption shall be substantiated by Consultant to City and agreed by City under an Additional Services authorization prior to being invoiced by consultant.

Services under this Task that can be reasonably deemed by City to be a result of Consultant’s errors or omissions or otherwise as a result of deficient quality Bid Documents inconsistent with the Standard of Care shall be resolved by City and Consultant prior to invoicing and such services are subject to dispute resolution prior to any payments.

If and when requested, Consultant shall:

1.1. Attend Pre-Construction Meeting upon request by City and respond to pre- Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 16 Rev. 09-28-18
construction meeting questions.

1.2. Review and approve shop drawings and submittals. Assumes reviews, comments, and review of revised submittals, as necessary and as applicable for each submittal. The Consultant’s action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in Consultant’s judgment to permit adequate review. Consultant will be allowed a maximum of seven (7) calendar days for review of submittals.

1.3. Review Contractor’s request for information (RFI’s) and furnish additional drawings and/or specifications for supplementing, clarifying, and/or correcting purposes. Consultant shall be allowed a maximum of seven (7) calendar days to respond to RFI’s that impact Project schedule or a maximum of fourteen (14) calendar days to respond to RFI’s that do not impact Project schedule.

1.4. Attend meetings and site visits when necessary as determined and requested by City.

1.5. Assist City with the review of construction, and other activities, as determined and requested by City.

1.6. Attend a construction walkthrough at the substantial completion to final completion to provide input to final “punch list” items.

Task 5 Deliverables
 Submittal Reviews (submitted in PDF Format and via e-builder)  RFI Responses (submitted in PDF format and via e-builder)  Change Order Review (submitted in PDF format and via e-builder)  Supplemental Construction Documents Correcting for Design Related Change Orders (submitted in PDF format and via e-builder)
 Final Punch List Input and Recommendations for Substantial Completion (submitted in PDF Format)

6. TASK 6: PROJECT CLOSEOUT AND RECORD DRAWINGS
All Services completed within this Task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing any Services.

Upon request by City, Kimley-Horn will prepare record drawings based on the construction contractor’s and the City inspector’s redline markups summarizing the changes from construction and based upon Consultant’s knowledge of services Consultant provided during construction. Record drawings will be prepared in CAD and reproduced in PDF digital format. CAD files shall include all reference files “bound,” and include all other associated files such as fonts and plot style files.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 17 Rev. 09-28-18
The amounts included in the Schedule of Fees are an assumption based upon the Consultant’s qualifications and experience, including experience with prior projects for City under separate agreements, for the services anticipated to become provided for the Project by Consultant based on the Baseline Solution.

Additional efforts that exceed this assumption shall be substantiated by Consultant to City and agreed by City under an Additional Services authorization prior to being invoiced by Consultant.

Task 6 Deliverables
 Record Drawings (submitted in PDF format and native AutoCAD files) IV. OPTIONAL SERVICES
Optional Services are defined as Services that have been mutually contemplated by City and Consultant as potentially becoming necessary to meet the Project Objective and within the Baseline Solution, but the performance of Services by Consultant will be determined by City during the course of Services. Optional Services are further defined as having a specific scope of Services with associated fees provided in the Schedule of Fees.

Consultant shall proceed with Optional Services only upon written authorization to proceed by City, and shall only be invoiced if agreed by City and Consultant in writing prior to performing Services.

Fees for Optional Services shall be considered as a subset of the fees for Basic Scope of Services as described in the Schedule of Fees.

A. OPTIONAL TASK A (OPTION FOR TASK 2): ADDITIONAL TOPOGRAPHIC SURVEY
This Optional Task provides for additional topographic survey, to supplement the topographic surveys described in Task 2, Data Gathering and Preliminary Engineering, of the Basic Services.

The Schedule of Fees included in Attachment B is a budget allowance set by City. Prior to performing any Services under this Task, Consultant shall provide a written quotation outlining the specific services and fees to be completed under this Task.

This Task shall only be invoiced if agreed by City and Consultant in writing prior to performing the Services.

Optional Task A Deliverables:

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 18 Rev. 09-28-18

1. Consistent with deliverables described under Task 2, Data Gathering and Preliminary Engineering
B. OPTIONAL TASK B (OPTION FOR TASK 3): UTILITY POTHOLING If deemed necessary due to the design locations of proposed equipment or improvements and suspected presence of existing underground utilities based upon records research and field observations, Consultant shall perform vacuum excavation potholing for utility verification. Information from any potholing performed (e.g. location, type of utility, utility material, and depth) shall be displayed on the project plans for the construction contractor’s information.

The fees included in Exhibit B is considered a budget allowance as proposed by Consultant. The fees included in the Schedule of Fees considered potholing performed at to two (2) intersections inclusive of the total number of actual potholes performed at each intersection. Prior to performing any work under this task, Consultant shall provide a written work plan and cost quotation for the actual number of potholes necessary for the work from the potholing subcontractor.

Utility potholes shall be backfilled with CDF and the pavement shall be restored in accordance with City Standard Detail ST-25. Placement of ‘cutback’ or temporary restoration is not acceptable unless the pothole locations are expected to be obliterated and restored as part of the subsequent Project construction.

This task shall only be invoiced if agreed by City and Consultant in writing prior to performing work.

It is anticipated that this Task, if authorized, would occur as part of the 65% to 95% subtask concurrent with Task 3. Construction Documents (PS&E).

Optional Task B Deliverables:

1. Optional Task (If Authorized): Potholing Data
V. ADDITIONAL SERVICES
Additional Services are defined as services not contemplated nor described in this Scope of Services as a Basic Service or Optional Service that may become necessary during the course of Services (e.g. out of scope services). Additional Services are further defined as services that are materially or significantly different than presumed for the Baseline Solution.

City reserves the right to add, delete, or modify the Services provided by Consultant throughout the course of Services based upon City's needs.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit A-Scope of Services Page 19 Rev. 09-28-18
Consultant shall not proceed with any Services it considers Additional Services without written authorization by City prior to providing any such Services.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit B-Schedule of Fees Page 1 Rev. 09-28-18

EXHIBIT B

SCHEDULE OF FEES
I. GENERAL PAYMENT
Billing shall be on a monthly basis based on the services performed for each task.

Consultant shall, during the term of this Agreement, invoice the City for hours and dollars of work completed under this Agreement. Each invoice shall include a summary page the shows the following for each Task: total budget per this Agreement, amount previously invoiced, amount currently invoiced, percent invoiced to date, percent to complete to date, and remaining budget per this Agreement. Each invoice shall also include a summary page that shows the charges per individual that shows the employee name, title, billing rate, total hours, and total dollar amount charged per task.

Each invoice shall also include backup documentation that shows the date(s) and hour(s) charged by employee, by task, with a description of the services performed for the dates and hours charged. All invoices shall also provide a written description of work performed during the invoice period, deliverables completed, and progress to date on Tasks being invoiced in order to support the amount invoiced.

Subconsultant(s) invoice(s) pass-through billed through Consultant to City shall be consistent with the terms contained within this Agreement. Consultant shall be responsible for ensuring conformance of each subconsultant invoice with these terms, including the fees allocated for each Task, prior to billing City.

The total payment to the Consultant for Basic Services, including Optional Services, as stated in Exhibit A, Scope of Services, shall not exceed the sum of $335,380. The amount billed to City for Additional Services shall not exceed the sum of $33,540. In no event shall the amount billed to City by Consultant for services under this Agreement exceed $368,920, subject to budget appropriations.

II. BASIC SERVICES
The total payment to Consultant for all work necessary for performing all Tasks, as stated in Exhibit A, shall be in proportion to services rendered and on a time and materials not-to-exceed basis.

The Consultant fee allocated to each Task, as shown in the table that follows, shall be the Consultant’s full compensation for all the Consultant services required by this Agreement, as directed by the City, and no additional compensation shall be allowed.

City may reallocate budget from Tasks to other Tasks or to or from Additional Services at the City’s sole discretion. The Consultant shall bill time and materials spent on a Task under the appropriate Task and will not be allowed to charge to future or inactive tasks unless approved in writing by City. The Consultant shall provide individual timesheets, if requested by City. The hours and amounts charged to each Task shall be proportionate to the services rendered.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit B-Schedule of Fees Page 2 Rev. 09-28-18
Tasks denoted as Optional Tasks, as stated in Exhibit A, require pre-approval in writing by City prior to performing any services under the task. Payment for any Optional Task is allowed only if written authorization is given by the City in advance of the work to be performed. Fees for Optional Tasks shall be considered as Basic Services.

The total amount of all the Tasks is a not-to-exceed amount. Figures in the table that follows include all subconsultant costs, reimbursable expenses, and administrative markups. The following table is a summary of the Tasks based upon the negotiated Cost Proposal submitted by Kimley-Horn on November 4, 2024 and agreed by City and Consultant, attached to this Exhibit B and incorporated herein by reference.

Consultant shall invoice time and expenses according to the Tasks identified in the Cost Proposal. The time and expenses billed for subtasks may vary above or below the fees identified on the Cost Proposal provided that the total billed for all subtasks billed under a Task remains within the Fee established for the Task. Upon mutual agreement between City and Consultant in writing, subtasks may be combined as needed to facilitate Consultant’s invoicing.

The table that follows is a summary of the fees for the Tasks from the Cost Proposal.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit B-Schedule of Fees Page 3 Rev. 09-28-18
Cost Proposal Summary:

Description Amount
Task 1 PROJECT MANAGEMENT $ 17,150
Task 2 PRELIMINARY ENGINEERING AND
EVALUATION (35% DESIGN) $ 72,870
Task 3
CONSTRUCTION DOCUMENTS (65%,
95%, 100%, AND FINAL BID SET

SUBMITTALS)
$ 158,610
Task 4 BID SUPPORT ASSISTANCE $ 4,500
Task 5 CONSTRUCTION SUPPORT $ 15,490
Task 6 RECORD DRAWINGS AND PROJECT
CLOSEOUT $ 7,900
Allowance for Adjustments to Basic
Hourly Rates (See V. Rate Schedule) $ 6,300
SUBTOTAL $ 282,820

OPTIONAL SERVICES
OPTIONAL TASK A – ADDITIONAL
TOPOGRAPHIC SURVEYS $ 14,000
OPTIONAL TASK B – UTILITY POTHOLING $ 38,560
SUBTOTAL $ 52,560
TOTAL $ 335,380
In no event shall the amount billed to City by Consultant for Basic Services under this Agreement exceed three hundred thirty-five thousand three hundred eighty dollars ($335,380), subject to budget appropriations.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit B-Schedule of Fees Page 4 Rev. 09-28-18
III. REIMBURSABLE EXPENSES
Reimbursable Expenses shall not be billed by the Consultant or subconsultant under this Agreement. Full compensation for all expenses shall be considered included in the hourly rates.

The following is a sample of items that are considered as included and fully compensated as part of the Consultant’s basic hourly rates and are not considered Reimbursable Expenses for separate billing:
 Basic Office Expenses such as overhead, paper, pens, pencils, ink cartridges  Insurance Expenses, Applicable Taxes, Computer Time
 Travel Expenses (local and long distance), including meals and gas  Faxes
 Local and Long Distance Telephone Expenses (land lines and cellular phones)  US Mail
 Paper Cost
 Copying Cost
 Plotting Cost
The following are not considered reimbursable expenses included in the hourly rates, and if requested by City, may be authorized under Additional Services.  Outside Duplicating Cost for Plans and Reports, when requested by City  Presentation Materials, when requested by City
 Delivery Services, when requested by City.
 Courier Services when requested by City.

Any discrepancy between Reimbursable Expenses listed within Consultant’s , or subconsultant(s)’, standard rate schedules as referenced in Section V, RATE SCHEDULE of this Exhibit B and the above shall be resolved in favor of the above.

IV. ADDITIONAL SERVICES
Additional Services consists of work not included in the Scope of Services outlined within this Agreement. Additional Services shall be billed to City at the fixed hourly rates shown below in Section V, RATE SCHEDULE, or at an agreed negotiated price. Billing for Additional Services shall be consistent with the terms set forth in this Agreement. Payment for any Additional Services is allowed only if written authorization is provided by the City in advance of the work to be performed.

Additional Services shall not exceed $33,540, subject to budget appropriations.

Additional Services that exceed this amount will require a written amendment to the Agreement.

City may reallocate fees between Basic Services and Additional Services in City’s sole discretion throughout the course of services.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit B-Schedule of Fees Page 5 Rev. 09-28-18
V. RATE SCHEDULE
Charges for personnel engaged in professional and/or technical work are based on the actual hours directly chargeable to the project.

Rates by classification are listed below and shall be fixed through June 30,2025.

Any classifications added, or staff members changing classifications, shall be approved in writing by City.

After June 30, 2025 rates may be adjusted as described herein. Consultant shall propose any adjusted rates in writing for City’s consideration and acceptance in writing. Adjusted rates shall be no more than the percentage of difference between the Consumer Price Index (CPI) for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland-Hayward, CA, area between the effective date of this Agreement and the CPI as may be available and nearest to and in advance of the month in which the adjustment is contemplated and shall be capped at a maximum of 5% for each adjustment. Only one adjustment is allowed per annum.

Consultant understands and agrees that adjustments to rates does not cause an adjustment to the maximum compensation under this Agreement. Consultant shall be required to provide the full services as described in Attachment A in accordance with the Fees established in this Attachment B, regardless of adjustments to rates.

The amount shown as Allowance for Adjustments to Basic Hourly Rates (Allowance) in the Cost Proposal Summary Table in Section II. Basic Services is a budget allowance to accommodate adjustments to rates as described above. If adjustments to rates occurs, the Allowance shown in the Cost Proposal Summary Table may be distributed to appropriate current active or future tasks upon mutual agreement by Consultant and City and as documented in writing.

Consultant will bill subconsultants at actual cost plus a maximum allowable markup of 10%. Subconsultant will bill at actual cost for any further tiered subconsultants, subcontractors at cost plus a maximum allowable markup of 10%. In no case shall any pass-through markups billed to City exceed 20% more than the original cost.

Any discrepancy between terms contained herein and Consultant’s, or subconsultant(s)’, standard rate schedules as referenced on the following pages shall be resolved in favor of the above.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit B-Schedule of Fees Page 6 Rev. 09-28-18
Consultant: Kimley-Horn and Associates, Inc:

Kimley>>>Horn
Kimley-Horn and Associates, Inc.

Hourly Labor Rate Schedule
Classification
Analyst I
Analyst II
Professional
Senior Professional I
Senior Professional II
Senior Technical Support
Technical Support
Support Staff
Effective through June 30, 2025
Subject to annual adjustment thereafter
Rate
$135 - $165
$175 - $205
$200 - $235
$250 - $325
$345 - $420
$120 - $300
$105 - $170
$90 - $150
lnlomsl Roiffl81!1f088IO liili'30R088 will 88 el;;iiif~8r.i ilt iij( of l,,il80f liilli'"1~i Extc: 1 :al Rei:; 1ba1 sable Expo, :sos ou ill be cl 1a1 gad at 151& 1, 1 le op, 01 pc: ti 10 0011t1 act Sub-Consultants will be billed per the Contract
IMM,Hi:ii-i:,i 10 S Almaden Blvd, Su~e 1250 San Jose CA 951 13 i@i=l+iiE·F BROOPUSTD.A.001 Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit B-Schedule of Fees Page 7 Rev. 09-28-18
Subconsultant: LCC Engineering & Surveying, Inc.

I~ ENGINEERING & SURVEYING, INC.

PRINCIPALS
Randolph W. Leptien
Christine M. Leptien-Parks
Mariam Munshi Virani

RATE SCHEDULE

OFFICE & DESIGN PERSONNEL
Technical Assistant I

HOURLY RATE
.......... $82.00
.... ... $97.00
....... $124.00 FOUNDED 1954
Guenter K. Leptien
Frank J. Cronin
Jasper Cooper
930 Estudillo Street
M artinez, California
94553-1620
(925) 228-4218
(925) 228-4638 fax
www.lcc-inc.com
Technical Assistant 2 Survey
CAD I / Office Survey Apprentice
Survey Tech 1 Office
CAD2 ... ................. .

Assistant Civil Engineer
Civil Engineer I/Project Manager
Office Surveyor
Civil Engineer 2
Principal Engineer

FIELD & SURVEY PERSONNEL
Field Assistant
Survey Tech. 1
Survey Tech. 2
Field Representative (Construction)
Resident Engineer.

Chief of Party
Principal Surveyor
IUllMllUHSAllLll l,;Xl'lll'iSES
..... $102.00
. $169.00
.... . $185.00
..... $207.00
. $207.00
..... $243.00
..... $279.00
$102.00
..... $107.00
..... $149.00
..... $185.00
. $207.00
..... $207.00
..... $279.00
Charges for reproductions, blueprinting, long distance travel costs, outside computer services. rental of special equipment, County base maps, oflicial records, record maps. deli vet)', express mail and insurance certificates (where client requires to be listed as an additional insured) will be charged at 1.15 times cost.

Sub-consultanl's services will be charged at I. JO times cost.

CONDITIONS
Invoices are mailed at monthly intervals and upon completion of work segments when appropriate.

Charges for personnel engaged in professional and/or technical work are made for the actual hours directly chargeable to the project. Rates for individuals may vary depending on the service perfonned. Minimum rate for a two-person survey crew is $3 14.00 per hour (4 hour minimum).

In the event or required overtime, the rates charged for office personnel and field personnel will be 1.5 times Ilic hourly rates shown. Work required on Sundays and Holidays for field surveyors will be charged at 2 times the hourly rates shown.

Litigation Services rate is $486.00/hour.

EFFECTIVE DATE: 07/01/2024
Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit B-Schedule of Fees Page 8 Rev. 09-28-18
Subcontractor: Discovery Hydrovac
'a D I s C 0 V E R V C•t~ ~~ .YY2.2~
H y D R 0 V A C ~ r \Xll"'N< I @ Qfl~ Corporate Office: PO Box 770 Grantsville, UT 84029 Description Rate
1 Man Qeerator Rates:

Standard Proiect Hourly Rate i 315 00
standard PrOJecl overtime & saturoayS ,$ 365.00
Standard PrOJecl DOI.Ible Time, St.ndays ,$, HQltday Rafe (PerUniori) $ 40000 1 Man Operator NIQl'lt Rates:

Standard N,ght 14-1..-i Hourly R8'e $ 41500
S1andard 1-Man Hour1y Rate Overtime & Saturdays $ 44000 Standard 1-Man Hourly Rate O.ouble Time, SUndays 8 Holidays Rate (Per Un oo) $ 485.00 Standard 1-M~ Hourly Rale $ 11500
Standard -1-Man Hourtv Rate Overtime & Satun:lays $ 130.00 Standi31'"d 1-Man Hout1y Ra!e Double Time, Sunday, & Holiday $ 180 00 tt1212lllml21l Bi!~~· S1a11dard Mob~!Zall0!1 & Demob~IZallOfl From C!Osesr. Sta91~ Area'Hotel (Per Hour) Oa ly Charge i:•erHrur $ 315 00 ~oibdail\lct1c1rlje, r1b• Mob, INTA Pr,,1,d ,! 315 00
"Ncl Bdatl,J ~ 'l'Jtl Final Mot.... t LJT •JF pro~d $ 31500 Per OleOVLodg!ng Rates:

Standard Per D em - Oa11y Operator/laborer (Per Person) $ 6000 Standard Per Diem - Lodging when requred and applicable $ 250.00 Ws!l~Bi!l~i· Standard Waler - A! Cost - Local Meter Rate- p&r load pn,:;1? n:11:.- ~Sti:>d $ I00.00 pgr Day Rate $ !50,00
Air Knife Rates Pl'!rHotrPate $ 32500
AlrKrnte Paekage - Fitt.ers, .A.Ir Tips, Hoses wl Whlos. Clean out per week $ 50000 12Wl'2 imJ B211 :Q[I ~Di Bslti' ES!I111<:11:EW.i p&rdl.A'T µ t,rl\ .. ij Standard Dump Fees Location: lfr.atJloff cost plus 15%
Standard Dunp Fee- Direct Hoot Cost plus 15% $
Standard Dump Fees L ocation: nrootoff CO'tlc,lls 15%
Standard Dump Fee- Roll Off Bins Cost plu;; 15% $
Delivery Of Roll oft 81ns / Hour Cost plus 15% $
Remote Hose Rates:

Remote- Hose - 4" ,wse per foot (25' sections) $ 87 00
Remcte Hose - 6" nose per klot (25' sections) •i i1)1hmg 0evond 25' 1e:Kn $ 95 00 l!.12'2211 I a&ts BMti· Support TrUC;k and Trai11:1r - Flc't F&e Pe, Day $ 230 00 Suwort Truck Daitv M obe I 11000
$u: port TtuLh M•>t.ll:' fNTO P" J-=d $ !1000
.:>\..'PP9rt r,vGk M<'lb9 ULH iJ~ Pri:,""a $ 110 00
Eu~ §!.lllibs111t· Ft.El $urch~!lJ-c0 on salanc.a \()%
Scooe of Work SummarvtOoerational Terms and Conditions
D~covery Hydrovac to supply all ~ Vacul.XTI E>:cavi,trnn. OperetOI" Toots. Eq,11pmert, Matenats, L abor
In Si.wort of Construc:llon / Setvtce Crew
Per Union Labor Agreement 4/8 Holl" M InImum Will App!y Cencellat10n - 4 hoLrm1rnmum ~ 111 apply If/when aiver hes left our yard tn the evem contact ts made with hazardous waste/substance In the course otdayllghUng the u.vner Shall be responsible ror any assoclat.ed wlt.h cont.ainment, disposal and subsequent costs of decont.amfnatlng of the Hydravac unit and any Joss of profit This Estimat.e is based on time and materials and will be billed accorr:linolv.

Dispatch Location s - Newark. CA - SecramenW.CA - Lakeview. Ca Paradse Ca Business OeveloE!mef't Dispatch Director of Operations
Perry Payne Direct: 619-7 09--0461 Juan M ena
Mobile: 91 S-500-3375 24 Hoor: 888-883-6452 Mobile: 619-709-0461 ~~discove~rov~.com dimat~h@gsccwer:rl!Ydrovat ~ lmM~D!w:ervHvdrovx..mm A CPUC, WOSB~ WIJllNCand H'BE Cr:rliRrd Co,,wulfl ' - Gold Sho,,f'./Crrtifil'd Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit C-Insurance RequirementsPage 1 Rev. 09-28-18
EXHIBIT C-06 Professional Service Contract.doc last modified 9/6/2024

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 during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

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

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

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit C-Insurance RequirementsPage 2 Rev. 09-28-18
EXHIBIT C-06 Professional Service Contract.doc last modified 9/6/2024 one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

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. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

E. 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.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit C-Insurance RequirementsPage 3 Rev. 09-28-18
EXHIBIT C-06 Professional Service Contract.doc last modified 9/6/2024

2. Primary and non-contributing. Each insurance policy, except professional liability, 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 insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. 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.

4. 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 Exhibit C, above.

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit C-Insurance RequirementsPage 4 Rev. 09-28-18
EXHIBIT C-06 Professional Service Contract.doc last modified 9/6/2024 documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

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

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

G. 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.

H. 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]
Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit C-Insurance RequirementsPage 5 Rev. 09-28-18
EXHIBIT C-06 Professional Service Contract.doc last modified 9/6/2024 I. 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.

Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit D-Labor Compliance Page 1 Rev. 09-28-18

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit D-Labor Compliance Page 2 Rev. 09-28-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Design Professional Agreement with Kimley-Horn & Associates, Inc./Exhibit D-Labor Compliance Page 3 Rev. 09-28-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1070 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with InfoSend, Inc. for Bill Print and Mail Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The Municipal Services Division of the Finance Department is responsible for measuring water/electric consumption, generating accurate bills, collecting revenue, and providing customer service for the City of Santa Clara’s utility customers. Integral to this service are the printing and mailing services used for utility billing, business tax renewals, and other notices and correspondence sent to customers. Each year, the City of Santa Clara (City) processes and mails approximately 600,000 pieces of mail.

The current agreement for print and mail services is set to expire on December 31, 2024.

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.”
In January 2024, the RFP for Bill Print and Mail Servies was published on the City’s e-procurement system. Eight proposals were received on February 26, 2024 from the following firms:
· Amsive, LLC
· Doxim
· InfoSend, Inc. (InfoSend)
· KUBRA America West (KUBRA)
· Matrix Imaging Solutions, LLC. dba DataProse, LLC. (DataProse) · Output Services Group, Inc.
· R.R. Donnelley & Sons Company
· United Direct Solutions, LLC
The proposals were independently evaluated by a three-member evaluation panel against the criteria and weights published in the RFP, which included experience, technical capability, and cost.

InfoSend, KUBRA, and DataProse were invited to participate in oral interviews and submit their best and final offers. After completing the evaluation, the panel determined that InfoSend’s proposal was the best value and fully met the requirements of the RFP.

City of Santa Clara Page 1 of 3 Printed on 11/27/2024
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24-1070 Agenda Date: 12/3/2024
Staff is requesting City Council approval for the City Manager to negotiate and execute an agreement with InfoSend for print and mail services. The proposed agreement with InfoSend includes an initial one-year term, starting on January 1, 2025, with six optional one-year extensions, for a total contract term of up to seven years. Compensation for InfoSend’s services will be based on a per-piece cost to process, prepare, sort, and print each item, along with material costs, such as paper and envelopes.

The fee schedule also includes additional services, such as electronic address updates for residents who have filed a change of address, document imaging, and other professional services that may be required.

Pricing for InfoSend’s services will be fixed for the initial year. For each optional extension, InfoSend may request a price adjustment, which must be based on the percentage increase in the applicable Consumer Price Index or Price Producer Index. These price adjustments will be documented in the amendments authorizing each option year.

The aggregate maximum compensation for the initial term and subsequent options periods is outlined in Table 1 below.

Table 1: Maximum Compensation for Initial Term and Option Periods Term Total
Initial Term (Year 1) $200,000
Option Period (Year 2) $210,000
Option Period (Year 3) $220,500
Option Period (Year 4) $231,525
Option Period (Year 5) $243,101
Option Period (Year 6) $255,256
Option Period (Year 7) $268,019
Contingency (20%) $325,680
Aggregate Maximum Compensation $1,954,081
The maximum compensation for Year 1, as outlined in Table 1, is $200,000 based on past usage. For Years 2-7, the amounts include a 5% annual adjustment to account for economic price changes.

Additionally, a 20% contingency is included to cover any increases in mail and print requirements.

Postage, as a significant expense associated with mailing, is treated as a pass-through cost and is not included in the aggregate maximum compensation. Postage costs will be charged separately to the City at the lowest possible United Postal Post Services (USPS) rates. Postage cost is approximately $300,000 per year.

City of Santa Clara Page 2 of 3 Printed on 11/27/2024
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24-1070 Agenda Date: 12/3/2024

FISCAL IMPACT
Sufficient funds for year one of the agreement are available in the FY 2024/25 Operating Budget in the General Fund Finance Department appropriation. Costs borne by the City’s utility enterprises reimburse the General Fund through the City’s cost allocation plan. Funding for future years of the agreement will be brought forward in the Proposed FY 2025/26 and FY 2026/27 Operating Budget as part of the annual budget process.

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

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

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and execute an agreement with InfoSend, Inc. (Agreement) for print and mail services, for an initial one-year term starting on January 1, 2025 and ending on December 31, 2025, with a maximum compensation of $200,000, to be funded by the General Fund, subject to the review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement and to negotiate and execute amendments to the Agreement to (a) add or delete services consistent with the scope of services, (b) adjust rates consistent with market standards, (c) exercise up to six one-year extension options, (d) make other no cost amendments, and (e) increase the maximum compensation by up to $1,754,081 for a total maximum compensation of $1,954,081 over the seven-year period, ending on December 31, 2031, subject to the appropriation of funds and review and approval as to form by the City Attorney.

3. Authorize the payment of pass-through postage costs to InfoSend, Inc., which will be charged to the City at the lowest possible United States Postal Service (USPS) rates, estimated at approximately $300,000 per year, subject to adjustments based on USPS rate increases and the actual volume of mail sent.

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

ATTACHMENTS

1. Agreement with InfoSend, Inc.

City of Santa Clara Page 3 of 3 Printed on 11/27/2024
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Agreement with InfoSend, Inc. Page 1 of 23
Rev. 07-01-18
EBIX Insurance No. S200002618

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
INFOSEND, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and InfoSend, Inc., a California corporation (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 more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with InfoSend, Inc. Page 2 of 23
Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on January 1, 2025 and terminate on December 31, 2025 (Initial Term).

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to six additional years through December 2031 (“Option Periods”) in such increments as determined by City. Such extensions of term shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods 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
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

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

Agreement with InfoSend, Inc. Page 3 of 23
Rev. 07-01-18

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The aggregate maximum compensation of this Agreement is set forth in Table 1 of Exhibit B, subject to budget appropriations. This amount includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense.

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

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.

Agreement with InfoSend, Inc. Page 4 of 23
Rev. 07-01-18

11. CONFIDENTIALITY
A. Confidential Information” means, with respect to a Party hereto, all information or material which either (1) is marked or identified as “Confidential,” “Restricted,” or “Proprietary Information” or other similar marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Party (as defined below), except that this Agreement, Contractor pricing and proposals incorporated into this Agreement shall not be deemed Confidential Information. Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or Contractor or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives, and specifically includes but is not limited to the City’s individually identifiable customer information, and the City’s customer usage data and financial data.

B. Contractor and the City shall each hold the other’s Confidential Information in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information. Except as provided elsewhere within this Agreement, nothing contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to its Representatives or to others.

The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Agreement with InfoSend, Inc. Page 5 of 23
Rev. 07-01-18
Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein; or (6) this Agreement and Contractor’s proposals and Work Authorizations.

City Council and Authorities ConcurrentDecember 3, 2024

City Council and Authorities Concurrent
December 3, 2024