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

C. By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke or supersede any existing confidentiality, nondisclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 11 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

D. The Receiving Party will treat all Confidential Information of the Disclosing Party, no matter written, electronic, or oral, as confidential and proprietary, and the Receiving Party shall only use such information in furtherance of this Agreement. As such, the Receiving Party shall hold in confidence the Confidential Information of the Disclosing Party and ensure that such Confidential Information is not disclosed to any other person or entity, except as expressly permitted by this Agreement or as authorized in writing by the Disclosing Party. The Receiving Party shall not disclose Confidential Information of the Disclosing Party received under this Agreement to any person other than its Representatives who require knowledge of such Confidential Information in furtherance of this Agreement. The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information of the Disclosing Party and advise such Representatives of the limitations on the use and disclosure and prohibition on making copies or summaries of such Confidential Information. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. Neither Party shall use the Confidential Information of the other Party for any commercial purpose.

E. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or Agreement with InfoSend, Inc. Page 6 of 23
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other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to obtain such protective order or other remedy, or if the Disclosing Party waives compliance with the requirements of the preceding sentence, the Receiving Party will disclose only that Confidential Information that it is legally required to disclose, and will exercise commercially reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

F. In the event the Receiving Party discloses, disseminates or releases any Confidential Information, except as expressly permitted by this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Receiving Party. As soon as the Receiving Party becomes aware that it has made an unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all necessary actions to recover the improperly disclosed Confidential Information and immediately notify Disclosing Party regarding the nature of the unauthorized disclosure and the corrective measures being taken. Each Party agrees that any breach of their confidentiality obligations could cause irreparable harm to the other Party, the amount of which would be extremely difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not be a sufficient remedy for any material breach of this Agreement and that specific performance and injunctive relief in addition to monetary damages shall be appropriate remedies for any breach or any threat of such breach.

The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have.

G. Within two (2) weeks of the termination of this Agreement, Contractor will return to the City or destroy, to the extent permitted by law, any and all Confidential Information, including all originals, copies, translations, transcriptions or any other form of material, without retaining any copy or duplicate thereof; provided that Contractor may retain Confidential Information contained on backup media created in the ordinary course of business provided further that there is no effort to access such Agreement with InfoSend, Inc. Page 7 of 23
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Confidential Information and Contractor’s confidential obligations with respect to such information shall continue so long as such information is retained. Contractor shall certify in writing the destruction of the Confidential Information. The City may perform an audit of Contractor’s records to confirm the return or destruction of the Confidential Information.

The City shall have this audit right for two (2) years after the termination of this Agreement.

H. Contractor shall implement and maintain technical and organizational measures to protect City's Confidential Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in accordance with the highest industry standard and applicable law, including, but not limited to, Fair and Accurate Credit Transactions Act (FACTA), Payment Card Industry Data Security Standard (PCI DSS), Statement on Standards for Attestation Engagements (SSAE),Article 1, Section 1 of the California Constitution; AB-375, the California Consumer Privacy Act; European Union Regulation (EU) 2016/679 General Data Protection Regulation (GDPR); the California Information Practices Act (Civil Code § 1798 et seq.); the California Confidentiality of Medical Information Act (Civil Code § 56 et seq.); the federal Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); the privacy and information security aspects of the Administrative Simplification provisions of the federal Health Insurance Portability and Accountability Act (45 CFR Part 160 and Subparts A, C, and E of part 164). Contractor shall adopt and maintain throughout the Term such security measures to encrypt City's Customer Data and other Confidential Information of City; to help ensure ongoing confidentiality, integrity, availability and resilience of the Services; to help restore timely access to City Confidential Information following an incident; and for regular testing of the effectiveness of Solution security.

Contractor shall update or modify its data security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services. Contractor shall ensure compliance with its data security measures described herein by its Representatives to the extent applicable to their scope of performance.

Without limiting City's remedies and notwithstanding anything to the contrary in this Agreement, Contractor shall immediately investigate and remediate any accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access of City's Confidential Information and take such actions as required by City in connection therewith.

I. At a minimum, Contractor must encrypt and password-protect electronic files, store and process Confidential Information only in North America, and adhere to any security applicable standards. Contractor's duty to protect the Confidential Information shall not be limited to where Contractor stores it.

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J. When Confidential Information, regardless of its format, is no longer required by Contractor to execute the work required by this Agreement or is no longer required to be maintained by Contractor to comply with any law or regulation, the information must be redacted or destroyed through appropriate and secure methods, to ensure the information cannot be viewed, accessed, and reconstructed.

K. Notwithstanding the termination of this Agreement, this Confidentiality Section shall survive the expiration or earlier termination of this Agreement.

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

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

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

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, Agreement with InfoSend, Inc. Page 9 of 23
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and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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

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

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

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

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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: Finance – Municipal Services Division
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:

InfoSend, Inc.

Russ Rezai
4240 East La Palma Ave.

Anaheim, CA 92807
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

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

Signatures on next page.

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

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

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”
INFOSEND, INC.
a California corporation
Dated:

By (Signature):

Name: Russ Rezai
Title: President
Principal Place of
Business Address:
4240 East La Palma Ave.

Anaheim, CA 92807
Email Address: [email protected]
Telephone: (800) 955-9330
Fax: (714) 993-1306
“CONTRACTOR”
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EXHIBIT A

SCOPE OF SERVICES
SECTION 1. INTRODUCTION

1.1 Contractor shall provide all required software, materials, equipment, and services, including design, implementation, and support, to provide print and mail services in support of the City’s Municipal Services Division.

1.2 To the extent not inconsistent with this Agreement, the City’s RFP# 23-24-58 (including subsequent updates) and Contractor’s proposal response dated February 26, 2024, and Contractor’s Best and Final Offer (BAFO) dated August 15, 2024 are hereby incorporated by reference herein and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

In the event of a conflict between the Agreement (including its Exhibits and the RFP# 23-24-58 or Contractor’s proposal, the Agreement and its Exhibits shall govern.

SECTION 2. UTILITY BILL, NOTICE AND CORRESPONDENCE, BUSINESS TAX,

AND OTHER RELATED MAIL AND PRINT SERVICES
Contractor shall provide a turnkey mail and print services including data validation, formatting, printing, sorting, and mailing of bills and notices according to the City’s specifications, as outlined below:

2.1 Dataset Creation

2.1.1 The City will generate a daily Print File, create an archived copy, and rename the files with a .txt extension.

2.1.2 The City will transmit the Print File to Contractor via secure FTP (sFTP) for processing. In the event of technical issues during transmission, the City will be responsible for performing a quality control check of the Print File to resolve the issue.

2.1.3 The City will provide Contractor, via a separate email, with the associated inserts, artwork, and any job-specific instructions.

2.2 Data Processing and Validation

2.2.1 Upon receipt of the Print File, Contractor shall validate the data including checking for missing or incorrect customer addresses.

2.2.2 Contractor shall then convert the validated data into the appropriate format for print production, including preparing data for mail merge.

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2.3 Printing, Sorting, and Machine Inserting

2.3.1 Contractor shall print the bills and notices according to the specifications provided by the City, including paper type, size, and any color or logo requirements.

2.3.2 Contractor shall sort and collate the bills and notices, ensuring that each is properly matched with any associated inserts provided by the City.

2.3.3 Contractor shall set up the job so that bills, notices, their associated inserts, and return envelopes are machine-inserted into an outgoing envelopes.

2.4 Mailing
Contractor shall sort outgoing mail to maximize savings in postage. Once sorted, Contractor shall ensure the delivery of all printed mail to the United States Postal Service (USPS) and maintain a record of postage costs for each job.

2.5 Bill Imaging and PDF File Management

2.5.1 Contractor shall image and save all printed bills and/or notices and generate a PDF file. These files must be retained by Contractor for a minimum of two years.

2.5.2 Contractor shall provide access to the City, such as via an application programming interface (API), to enable viewing of the utility bills by the City’s customers through the City’s online customer self-service portal.

Additionally, City staff must have continuous access to the PDF files.

2.5.3 The City will perform regular audits to verify accuracy of printed materials, the number of bills or notices printed and mailed, the number of bills or notices emailed, the number of paper stock/envelopes used, and the number of bills or notices returned to the City as “undeliverable”.

2.5.4 Through a Contractor-provided automated script, the City will:

2.5.4.1 Download a zipped PDF file once per day via sFTP.

2.5.4.2 Sort and organize the PDF files into specific directories for easy access by City staff.

2.5.4.3 Merge the original unzipped files back into single PDF, rename the file, and post it to the City’s document management system, Metaviewer.

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SECTION 3. PAPER STOCK AND ENVELOPES
Contractor must maintain sufficient inventory of pre-printed paper stock for bills and notices, outgoing envelopes, and return envelopes for the City.

SECTION 4. SUPPORT/TRAINING

4.1 Contractor must provide ongoing maintenance and support during the City’s regular business hours to assist with any issues or inquiries related to the print and mail services.

4.2 In the event of any issues, Contractor must initiate corrective action immediately and keep the City informed of progress until the issue is resolved.

4.3 Contractor shall provide the City with any necessary training for staff. Training conducted remotely shall be at no cost to the City.

SECTION 5. SCHEDULE FOR PERFORMANCE
Printing and mailing of utility bills are performed on a scheduled basis as determined by the City’s billing cycles. Other mail and print services are performed on an ad hoc basis.

City and Contractor shall agree upon the schedule in advance, and Contractor shall ensure all print and mail jobs are completed according to the established timelines.

SECTION 6. ADDITIONAL SERVICES
The City may request additional related bill print and mail services, including but not limited to, document imaging and document storage. Prior to commencing any of the requested additional services, Contractor shall submit a proposal outlining the additional services to be provided, an estimate for labor and materials, and the proposed maximum fee. The City shall approve all additional services in writing. Such services shall be billed at either the rates set forth in Exhibit B, if applicable, or at a fixed price mutually agreed upon by the Parties. If billed at a fixed price, Contractor shall provide the City with a general description of the additional services and the proposed price.

Once approved in writing by the City, these additional services shall be incorporated into the Agreement and deemed part of the Services without requiring a formal amendment or change order. Contractor shall provide these approved additional service.

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EXHIBIT B

SCHEDULE OF FEES
SECTION 1. MAXIMUM COMPENSATION
The aggregate maximum compensation the City will pay the Contractor for services and materials under this Agreement is set forth in Table 1 below, subject to budget appropriations. Compensation for any Options Periods will be authorized through amendments to this Agreement. Any additional services or materials requested by the City that would exceed the aggregate maximum amount will also be addressed through amendments to this Agreement.

Table 1
Term Maximum Compensation Notes
Initial Term (Year 1) $200,000 Maximum compensation for the Initial Term (January 1,
2025 – December 31, 2025)
Option Period (Year 2) Authorized by amendment Compensation for each option year will be
established through an
amendment to this
Agreement.

Option Period (Year 3) Authorized by amendment
Option Period (Year 4) Authorized by amendment
Option Period (Year 5) Authorized by amendment
Option Period (Year 6) Authorized by amendment
Option Period (Year 7) Authorized by amendment
Aggregate Maximum
Compensation
$200,000 (Initial Term
only)
The aggregate maximum will
be amended to reflect
additional compensation if
Option Periods are
exercised.

SECTION 2. FEES
The fees for services provided under this Agreement are outlined in Table 2 below.

Table 2
Services Unit Price
A. Bill and Notice Data Processing Bill
Processing (including Data Processing)
Per Piece $0.0123
B. Printing & Mailing Fee per Page Per Piece $0.0515
C. Inserting of Inserts Into Bill Packages MachineInserting of Job-Specific Inserts and EnvelopesPer Piece $0.006 D. Inline Inserts (Printing and Inserting) Per Piece 0.097 Agreement with InfoSend, Inc. Page 17 of 23
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Services Unit Price
Materials Pricing
A. Paper Stock for Bills and Notices Per Piece $0.0145
B. Paper Stock Per Piece $0.0145
C. Custom #10 Outgoing Envelope (billed
upfront) #10 Outgoing Envelope (custom:
business cert or renewal enclosed)
Per Piece $0.0457
D. Custom #9 Return Envelope #9 Return
Envelope (renewal only)
Per Piece $0.0433
E. Standard #10 Outgoing Envelope (standard) Per Piece $0.023 F. Standard #9 Return Envelope (standard) Per Piece $0.020 G. Custom #10 Outgoing Envelope (Utility Bills) Per Piece $0.0504 H. Custom #9 Return Envelope (Utility Bills) Per Piece $0.0243 I. 9X12 Large Flat Envelope Per Piece $0.160
J. Paper Stock for Tax Certifications - #90 Index Per Piece $0.0468 Optional Services
A. Professional Services. These services will be
performed only upon the City’s request for
customizations made to the processing program
or document format after go-live. Contractor shall
not commence work until receipt of the City’s
written approval.

Per Hour $150
B. Graphic Design Services. These services will
be performed only upon the City’s request for
design services made to document designs after
go-live. Contractor shall not commence work until
receipt of the City’s written approval.

Per Hour $95
C. Supplemental User Training (remote) Per Session No cost D. Address Updates
Electronic Address Updates – NCOALink or ACS.

Per Record Passed. Contractor electronically
reports addresses from the City’s data that need
to be updated because the customer filed a
Change of Address Report with the USPS.

Per Address $0.0032
E. Document Imaging and Storage. Retention fee
per document to process, index, and store a
document as a PDF for 18 months. PDFs are
securely accessed using Contractor’s website
application, and include USPS mail tracking for
all outbound First Class mailed documents.

Per Piece $0.0110
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Services Unit Price
Setup fees may apply depending on configuration
needs.

F. House Holding Labor Surcharge. A householding surcharge is assessed per mail piece (not per page). This surcharge applies to multiplepage bills that exceed the number of pages a machine can insert into a #10 envelope. This
surcharge covers the manual labor required to
process these mail pieces.

Per Household $0.250
G. Batch Fee (Under 100 Pieces) on Approval
Balances and 48 Hour Notices (<100 Pieces).

This fee is assessed to cover Contractor’s costs
when batches transferred to Contractor fall below
threshold.

Per Batch $5
SECTION 3. PRICE ADJUSTMENT
Contractor may request rate adjustments in conjunction with each amendment to exercise an option period. Price adjustments will be based on the percentage change in the applicable Consumer Price Index or Producer Price Index and will be mutually agreed upon by the parties. Any approved price adjustments will be documented in the amendment authorizing the option period extension.

SECTION 4. POSTAGES
Postage costs are pass-through expenses and are not included in the aggregate maximum compensation for this Agreement. These costs will be charged to the City at the lowest possible USPS rates.

Contractor will purchase the postage required to mail City’s documents on the day of mailing. The postage charges will be invoiced to the City based on the City’s payment terms. To facilitate payment terms, Contractor has received a postage deposit of $22,680 from the City. This deposit will remain on account for the duration of the Agreement. The postage deposit will be refunded within fifteen (15) days of the date that the final open invoice is paid.

The postage deposit is subject to an annual review and may be adjusted to account for changes in the City’s average mailing volume or changes to USPS postage rates.

Contractor may request no more than one adjustment per year.

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The postage deposit is calculated by multiplying the estimated number mail pieces per month by the current 5-Digit presorted first class postage rate. The required postage deposit amount is:

Deposit amount on account: $22,680.00
Terms: Net 30
SECTION 5. INVOICING
Contractor will bill City on a monthly basis for services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

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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 Agreement with InfoSend, Inc. Page 21 of 23
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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.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording Agreement with InfoSend, Inc. Page 22 of 23
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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 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 Agreement with InfoSend, Inc. Page 23 of 23
Rev. 07-01-18
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 e-mailed to [email protected] or mailed to:

EBIX Inc.

City of Santa Clara – Finance – Municipal Services
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
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.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1050 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on an Equipment Rental Agreement and Related Documents with Global Rental Co., Inc. for Equipment Rental for Silicon Valley Power

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City's Electric Utility, Silicon Valley Power (SVP), uses various types of equipment, such as aerial trucks and digger derricks, to carry out its essential operations. SVP currently owns a fleet of equipment but must rent equipment to supplement its existing fleet due to increases in operational demands, equipment downtime, and lead times in the procurement of new equipment.

DISCUSSION
Section 2.105.270(c) of the Santa Clara City Code (City Code) 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.” The City’s Purchasing Division Manager’s has determined that the competitive solicitation process described below meets or exceeds the City’s competitive bid process.

Sourcewell is a government agency established by the State of Minnesota legislature to facilitate cooperative purchasing solutions for governmental, educational, and nonprofit agencies. In 2024, Sourcewell issued a Request for Proposals (RFP) for rental equipment, products, and related services. That RFP resulted in multiple vendors being awarded agreements. After evaluating the equipment offerings of those vendors, staff selected Global Rental Co., Inc. (Global Rental) due to their ability to supply the aerial trucks and digger derricks required by SVP. In addition, Global Rental provides a 24-hour emergency service and offers discounted equipment rental rates of 3-5% off the commercial list price under the Sourcewell cooperative purchasing agreement.

Staff is requesting City Manager authorization to execute an equipment rental agreement with Global Rental effective from the date of City Council authorization through June 11, 2028, the termination date of the Sourcewell cooperative purchasing agreement. The estimated annual expenditure on rental equipment is $250,000. Staff recommends an authorization not to exceed $2.5 million over the term of the Sourcewell cooperative purchasing agreement. This includes (1) approximately $100,000 already spent under staff level authority, (2) $1 million for current vehicles rented under this agreement including potential price increases or other costs, (3) $700,000 in additional authorization for additional rental vehicles during the term in case of additional identified equipment needs, and (4) authorization of up to $700,000 to buy out rental vehicles from lease.

City of Santa Clara Page 1 of 2 Printed on 11/27/2024
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24-1050 Agenda Date: 12/3/2024

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(2) of Title 14 of the California Code of Regulations as the proposed actions only authorize the rental and purchase of equipment.

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

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

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

RECOMMENDATION

1. Authorize the City Manager or designee to execute an Equipment Rental Agreement and related documents with Global Rental Co., Inc. for Silicon Valley Power under the Sourcewell cooperative purchasing agreement, through June 11, 2028, with a total maximum compensation of up to $2.5 million, subject to the appropriation of funds and 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 (1) rent additional equipment and vehicles; and (2) purchase vehicle and equipment rentals, subject to appropriation of funds and review and approval as to form by the City Attorney.

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

ATTACHMENTS

1. Equipment Rental Agreement with Global Rental Co., Inc.

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Equipment Rental Agreement
This Equipment Rental Agreement (Agreement) is entered into between the City of Santa Clara ("City") and Global Rental Co., Inc., ("Global"). The Effective Date of this Agreement is __ .

City agrees to rent from Global the Equipment identified on the attached price list (Appendix A) executed, now or hereafter, pursuant to this Agreement, subject to Sourcewell Agreement Number 040924 (Sourcewell Agreement). In the event of a conflict between the terms of this Agreement and Sourcewell Agreement, this Agreement shall govern. Appendix A is attached hereto and incorporated herein by reference.

I. Acknowledgements
A. Acknowledgement. The term of each rental shall be set forth in the corresponding Acknowledgement (Appendix B) as further described below and shall continue, without allowance for time not in use, until the Equipment is returned to Global at a location designated by Global. If, during the rental term, the Equipment is damaged, the rental term shall continue until the damage is repaired to Global's satisfaction. An "Acknowledgement" is a document which is executed by City and Global, which contains specific information about each rental such as unit number, model, serial number, Equipment description, the rental period, rental rate, replacement value, and other costs (e.g., delivery charges). A form of the Acknowledgement is attached hereto as Appendix B and incorporated herein by reference. Any Acknowledgement reference executed by the City and Global after the Effective Date shall be incorporated into this Agreement.

B. Previously Issued Acknowledgements. Global previously issued four Acknowledgements to the City. Those four Acknowledgments are attached hereto as Appendix C and are hereby incorporated into this Agreement by reference. These Acknowledgments are subject to the terms of this Agreement.

2. City's obligations:

A. Rent. City must timely pay the rent set forth on the Acknowledgement(s), absolutely and without any right of setoff.

B. Damage. City will be responsible for all damage to or loss of the Equipment that occurs during the rental term. Because Global will have to replace, in its fleet, Equipment that is lost, stolen, or damaged beyond repair, City agrees to pay Global the Fair Market Value of the Equipment, set forth in the Acknowledgement, at the time of loss, if the Equipment is lost, stolen, or damaged beyond repair.

C. Maintenance. City will maintain the Equipment, at City's expense, during the rental term. This includes all routine service and preventative maintenance.

D. Operation. City will allow only qualified persons to operate the Equipment and will assure that its operation is in compliance with any applicable laws, regulations, or standards. City assume all responsibility for liability, damage, or harm arising from operation of the Equipment during the rental term.

E. Insurance. City will maintain insurance from an "A" rated insurer for general liability, automobile liability, and physical damage, each with limits ofat least $1,000,000, to insure against liabilities arising from City's use of the Equipment and to insure against damage to the Equipment. City is self-insured under Government Code Section 990.4. Such physical damage insurance shall include coverage for Fair Market Value of the Equipment. If City obtain the required physical damage coverage through Global, the rate for such coverage and the amount of City's deductible will be set forth in the Acknowledgement. City will maintain excess liability insurance in an umbrella form with limits of at the least $3,000,000. City will name Global Rental Co., Inc. as additional insured under General Liability, Automobile Liability, and Physical Damage coverage on a primary/non-contributory basis with a Waiver of Subrogation. City will also name Global Rental as Loss Payee as respects its ownership of the unit. City will also maintain Workers Compensation and Employers' Liability insurance. City's insurance Is primary. Global's insurance, if any, is secondary to that of City. City will furnish Global an executed Certificate of Insurance meeting the requirements shown on the attached sample Certificate oflnsurance.

F. Compliance with Laws. City will comply with all laws and regulations governing possession, maintenance, and operation of the Equipment, including, but not limited to, DOT regulations (including marking requirement), motor vehicle laws, odometer disclosure requirements, ANSI standards, OSHA regulations, and insurance requirements. Global cooperates with all Federal, State, and local law enforcement officials nationwide to provide the identity of customers who operate this rental Equipment.

F. Sub-rental Prohibited. City will not sub-rent the Equipment, nor will City allow it to be operated by anyone other than City or City's employee.
4 City acknowledge that the rental may include an AXIS hub that periodically collects historical data for the manufacturer (e.g., data on product performance, usage, environment, location and operational status). The manufacturer does not share, sell, or rent data to third parties and follows industry-standard practices to protect data. Usage and management of product data can be found on www.Altec.com

5. City acknowledge that Global makes no warranty or representation, either express or Implied, with respect to the Equipment, its design, Its condition, Its merchantability, or Its fitness for a particular purpose. Global will not be liable for any Incidental or consequential damages arising from the Equipment, City's use of the Equipment, or any Inability to use the Equipment.

Page 2 of 16 ends

6. Global may tenninate this Agreement or any rental hereunder if City fail to pay the required rent, fail to meet any obligation under this Agreement, go out of business, or go bankrupt. Global has the right of immediate possession of the Equipment upon any such tennination and additionally may pursue all available remedies it might have.

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

Approved as to Fonn:

GLEN R. GOOGINS
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated:

By (Signature):

Name:

Dated:

JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
Global Rental Co., Inc
an Alabama Corporation
M1keR1tter
Title: ......;;C...;;o.;..n_tr.;..o...;;lle""r ____________________ _ Principal Place of Business 33 Inverness Center Parkway, Address: Birmingham, AL 35242
Email Address: [email protected]
Telephone: ~<4_0_8)~4_0_8_-8_2_63 ________________ _
"GLOBAL"
Model Commercial
List Price Discount % Sourcewell Price
A77-T ** 6x6 $6,870 3% $6,664
AA55 4x2 $4,120 3% $3,996
AA55 4x4 $4,838 5% $4,596
AC40-152 ** 8x6 $9,790 3% $9,496
AH100 ** 6x6 $11,202 3% $10,866
AH125 8x6 $13,900 3% $13,483
AM55 4x2 $4,454 3% $4,320
AM55 4x4 $5,179 5% $4,920
AN67 4x2 $4,918 3% $4,770
AN67 4x4 $5,653 5% $5,370
AN67-E100 ** 6x6 $11,143 5% $10,586
AT238P 4x2 $2,935 3% $2,847
AT335 4x2 $2,998 3% $2,908
AT40-G 4x2 $2,962 3% $2,873
AT40-G 4x4 $3,543 3% $3,437
AT41M 4x4 $4,356 3% $4,225
AT48M 4x4 $4,589 3% $4,451
DB41B With Trailer $3,958 3% $3,839
DC47 4x2 $4,356 3% $4,225
DC47 4x4 $5,079 5% $4,825
DM47B-TR 4x2 $4,356 3% $4,225
DM47B-TR 4x4 $5,079 5% $4,825
DM47E-TR 4x2 $4,510 3% $4,375
DM47E-TR 4x4 $5,237 5% $4,975
DT65 ** 6x6 $6,861 3% $6,655
DT85H 6x6 $10,502 3% $10,187
LR8-56 4x2 $3,892 3% $3,775
LR8-60E70 ** 4x2 $4,245 3% $4,118
T40P 4x2 $3,859 3% $3,743
TA60 4x2 $4,421 3% $4,288
TA60 4x4 $5,145 5% $4,888
1100TM Pressure Digger $11,790 3% $11,436
2200 TM Pressure Digger **6x6 $18,250 3% $17,703
Single Axle Pole Trailer 17,600 GVWR $463 3% $449
Tandem Axle Pole Trailer 35,000 GVWR $694 3% $673
DP-3.5-4H 4-Drum Puller $4,276 3% $4,148
DP-40-4H 4-Drum Puller $3,813 3% $3,699
Dump Truck ** 6x4 - 66,000 GVWR $3,620 3% $3,511
Dump Truck 4x2 - 19,500 GVWR $2,984 3% $2,895
Dump Truck 4x4 - 19,500 GVWR $3,206 3% $3,110
Dump Truck 4x2 - 33,000 GVWR $3,742 3% $3,630
MUD DOG 1200 Hydro Excavator $15,026 3% $14,575
PTV 100/72 Tensioner / Puller $13,155 3% $12,760
Pole / Cargo Trailer 15,000 GVWR $573 3% $560
PKMA1398 $7,852 3% $7,616
PKM100 $6,769 3% $6,566
T50/52 Bull Wheel Tensioner $2,659 3% $2,579
UP85BDTA Underground Puller $3,700 3% $3,589
Vacmasters 1000 Air Excavation Unit $2,890 3% $2,803
Vacmasters 4000 Air Excavation Unit $7,398 3% $7,176
Splicing Trailer - Altec Fenex Model - FOST712 (7x12 trailer) $705 3% $684 Splicing Trailer - Altec Fenex Model - FOST610 (6x10 trailer) $650 3% $631 Global - Sourcewell Rental Equipment
28 Day Rental Rate
All items listed subject to availability, quote provided at time of request detailing options Delivery is $3.50 / mile
Chassis model can be any standard chassis (Ford, Dodge, International, Freightliner, Peterbilt, etc.)

APPENDIX A
Appendix A

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Model Commercial List Price Discount % Sourcewell Price A77-T ** 6x6 $309,273 3% $299,995
AA55 4x2 $197,148 3% $191,234
AA55 4x4 $212,451 3% $206,077
AC40-152 ** 8x6 $529,874 3% $513,978
AH100 ** 6x6 $535,641 3% $519,572
AH125 8x6 $659,983 3% $640,184
AM55 4x2 $220,451 3% $213,837
AM55 4x4 $235,295 3% $228,236
AN67 4x2 $220,134 3% $213,530
AN67 4x4 $234,987 3% $227,937
AN67-E100 ** 6x6 $439,000 3% $425,830
AT238P 4x2 $150,031 3% $145,530
AT335 4x2 $132,000 3% $128,040
AT40-G 4x2 $152,124 3% $147,560
AT40-G 4x4 $155,095 3% $150,442
AT41M 4x4 $175,143 3% $169,889
AT48M 4x4 $188,286 3% $182,637
CB5-132D ** $201,786 3% $195,732
DB41B With Trailer $229,115 3% $222,242
DC47 4x2 $230,951 3% $224,022
DC47 4x4 $245,617 3% $238,248
DM47B-TR 4x2 $235,674 3% $228,604
DM47B-TR 4x4 $250,413 3% $242,901
DM47E-TR 4x2 $245,170 3% $237,815
DM47E-TR 4x4 $259,915 3% $252,118
DT65 ** 6x6 $374,998 3% $363,748
DT85H 6x6 $460,645 3% $446,826
LR8-56 4x2 $170,100 3% $164,997
LR8-60E70 ** 4x2 $195,000 3% $189,150
T40P 4x2 $235,230 3% $228,173
TA60 4x2 $230,410 3% $223,498
TA60 4x4 $245,689 3% $238,318
TS20-4P $151,797 3% $147,243
TS336-BW $58,436 3% $56,683
** Denotes FET fees were paid when unit was new. Global is not FET exempt.

All items listed subject to availability, quote provided at time of request detailing options Delivery is $3.50 / mile
Alternate year models may be available in addition to the ones shown here, they will be discounted / priced appropriately to reflect this Chassis model can be any standard chassis (Ford, Dodge, International, Freightliner, Peterbilt, etc.) Global - Sourcewell Equipment Available for Purchase
2023
Appendix A

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Model Commercial Discount % Sourcewell
Price
1100TM Pressure Digger ** 6x6 $732,758 3% $710,776
2200 TM Pressure Digger **6x6 $1,071,272 3% $1,039,134
Single Axle Reel Trailer 10,500 GVWR Trailer $22,063 3% $21,401 Single Axle Pole Trailer 17,600 GVWR Trailer $24,581 3% $23,843 Tandem Axle Pole Trailer 35,000 GVWR Trailer $39,446 3% $38,263 Dump Truck ** 6x4 - 66,000 GVWR $235,463 3% $228,399
Dump Truck 4x2 - 19,500 GVWR $115,500 3% $112,035
Dump Truck 4x4 - 19,500 GVWR $117,600 3% $114,072
Dump Truck 4x2 - 33,000 GVWR $154,390 3% $149,758
Pickup $74,400 3% $72,168
Flatbed - 4x2 - 19,500 GVWR $99,328 3% $96,348
Flatbed- 4x4 - 19,500 GVWR $102,328 3% $99,258
Flatbed - 6x4 $182,370 3% $176,899
Mud Dog 1200 $701,820 3% $680,765
Mud DOG 700 $517,358 3% $501,838
Mechanics Truck $206,958 3% $200,750
Service Truck $111,824 3% $108,470
PTV 100/72 Tensioner / Puller Trailer $390,880 3% $379,154 Pole / Cargo Trailer 15,000 GVWR Trailer $27,773 3% $26,940 Palfinger M13A98 - Behind Cab Mount $339,000 3% $328,830 Palfinger M13A98 - Rear Mount $333,500 3% $323,495
Palfinger C70L84 - Single Rar axle - Behind Cab Mounted - Under CDL $260,775 3% $252,952 Palfinger M100L72 - Single Rear axle - Behind Cab Mounted $243,000 3% $235,710 Palfinger M100L72 - Tandem Rear Axle - Behind Cab Mounted $284,057 3% $275,536 T30/36BWRC Bull Wheel Tensioner Trailer $58,648 3% $56,889 T50/52 Bull Wheel Tensioner Trailer $89,286 3% $86,607
T100/72 $139,451 3% $135,267
Global - Sourcewell Equipment Available for Purchase
2024
Appendix A

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DP100 $487,684 3% $473,053
UP85BDTA Underground Pullter Trailer - $205,418 3% $199,255 Vacmasters 1000 Air Excavation Unit Trailer $144,886 3% $140,539 Vacmasters 4000 Air Excavation Unit ** 6x4 $362,436 3% $351,563 Vacmasters 5000 Air Excavation Unit ** 6x4 $402,053 3% $389,991 Vacmasters 6000 Air Excavation Unit ** 6x4 $542,888 3% $526,602 TC56Aic $230,000 2% $225,400
TC67Aic $235,000 2% $230,300
TC82 $179,000 2% $175,420
Teupen TC 69A $143,500 2% $140,630
Teupen TC 92SJ $189,500 2% $185,710
Alternate year models may be available in addition to the ones shown here, they will be discounted / priced appropriately to reflect this
Chassis model can be any standard chassis (Ford, Dodge, Internatioal, Freightliner, Peterbilt, etc.) ** Denotes FET fees were paid when unit was new. Global is not FET exempt.

All items listed subject to availability, quote provided at time of request detailing options Dellivery is $3.50 / mile
Appendix A

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Acknowledgement #:

Appendix B – Sample Acknowledgement
Customer: CITY OF SANTA CLARA (CA)
1705 MARTIN AVE
SANTA CLARA, CA 95050
Purchase Order:

Release :

This letter will serve as acknowledgement of City’s rental of the following Global Rental Co., Inc. equipment:

Unit #
Model:

Serial #:

Chassis:

Chassis VIN:

Engine:

Rental Period:

Rental Rate:

Billing Cycle:

Delivery Charge:

Pick Up Charge:

Insurance Company:

Replacement Value:

Miscellaneous:

The terms and conditions for the rental of this equipment are covered by our executed Equipment Rental Agreement dated [INSERT]. Please notify us immediately if you think that the information on this acknowledgement is inaccurate.

Global Rental Co., Inc. CITY OF SANTA CLARA (CA)
Signed: Signed:

Print: Print:

Title: Title:

Date : Date :

Appendix B

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CDGlobal~) Global Rental Co., Inc.

Acknowledgement #:

As noted in section E. of the master rental agreement, City has the option of purchasing a "collision damage waiver" to satisfy the physical damage insurance requirements for the Equipment rented from Global Rental CO., Inc. The cost of the coverage will be in addition to City’s monthly rental payment at the daily rate of $.05 per $1,000 of Equipment value as noted above. A $5,000 deductible will be applied to each and every loss and assumed by the customer. Please indicate City’s election with regards to physical damage below:

ELECTS Physical Damage Coverage
DECLINES Physical Damage Coverage
Customer Initials:

Per ANSI regulations A92.2-2001 Sections 9 through 11 and ANSI A10.31 Section 11.4, operator training is offered for this unit. Basic operator and maintenance manuals are provided with truck. Please indicate City’s election with regards to training below:

ELECTS Training
DECLINES Training
Customer Initials:

Appendix B

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CDGlobal~) Global Rental Co., Inc.

Appendix C - Previously Issued Acknowledgments
Appendix CPage 9 of 16
e Global.

Customer:

Global Rental Co., Inc.

Purchase Order :

Release

CITY OF SANTA CLARA (CA)

ATTN DAVE PADILLA
1705 MARTIN AVE
SANTA CLARA, CA 95050
Acknowledgement#: 1 309 701
This letter will serve as acknowledgement of your rental of the following Global Rental Co. , Inc. equipment :

Unit #
Model
Serial#:

Chassis
Chs VIN
Engine
Rental Period:

Rental Rate
Billing Cycle :

Delivery Chg
Pick Up Chg
Insurance Co
Repl acement Value:

Miscellaneous :
097-59754952
AA55
0719FH8190
2020FREIGHTLINERM2-106
1FVACXFC3LHKW6 306
09/02/2020 thru OPEN ENDED
$3,500
28 DAYS
$0
On -File
$184,062.00
The terms and conditions for the rental of this equipment are covered by our previously executed Equipment Rental Agreement. Please notify us immediately if you think that the information on this acknowledgement is inaccurate .

Global Rental Co., Inc . CITY OF SANTA CLARA~
Signed: Signed: ~ - -
Print Print :t/4v2 1Ho1Lt,/J
Title Title (Ft,e::;r: L)v. 11/l)G~ .

Date Date 1-2-1-ozo
eGlobal. Acknowledgement#:

Global Rental Co., Inc.

As noted in section E. of the master rental agreement, you have the option of purchasing a "collision damage waiver'' to satisfy the physical damage insurance requirements for the Equipment rented from Global Rental CO., Inc. The cost of the coverage will be in addition to your monthly rental payment at the daily rate of $.05 per $1,000 of Equipment value as noted above. A $1,000 deductible will be applied to each and every loss and assumed by the customer. Please indicate your election with regards to physical damage below:

ELECTS Physical Damage Coverage
� DECLINES Physical Damage Coverage
Customer Initials,£
Per ANSI regulations A92.2-2001 Sections 9 through 11 and ANSI Al0.31 Section 11.4, operator training is offered for this unit. Basic operator and maintenance manuals are provided with truck. Please indicate your election with regards to training below:

ELECTS Training
____k_DECLINES Training
Customer Initials:£
1309701
Appendix C

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1313414

CITY OF SANTA CLARA (CA)

ATTN DAVE PADILLA
1705 MARTIN AVE
SANTA CLARA, CA 95050
This letter will serve as acknowledgement of your rental of the following Global Rental Co., Inc. equipment:
057-60053377
AT40G
0719EY4699
2019FORDF550
1FDUF5GT6KEF06348
DIESEL
Rental Period: 02/02/2021 thru OPEN ENDED
$2,500
28 DAYS
$0
On-File
David Padilla # 408-615-5630
The terms and conditions for the rental of this equipment are covered by our previously executed Equipment Rental Agreement. Please notify us immediately if you think that the information on this acknowledgement is inaccurate.

Customer:

Unit # :

Model :

Serial #:

Chassis :

Chs VIN :

Engine :

Acknowledgement #:

Rental Rate :

Billing Cycle:

Delivery Chg :

Pick Up Chg :

Insurance Co :

Global Rental Co., Inc. CITY OF SANTA CLARA (CA)
Signed: __________________________________ Signed: __________________________________ Print : __________________________________ Print : __________________________________ Title : __________________________________ Title : __________________________________ Date : __________________________________ Date : __________________________________ Miscellaneous:

Replacement Value: $116,903.00
Purchase Order:

Release :
2/2/2021
Sr. Administrative Assistant
Amy Marcantelli
DocuSign Envelope ID: 68CBF53A-20C6-456E-A9B0-AFC3F68EE3C5 Electric division manager
David Padilla
11/23/2021
Appendix C

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CDGlobal~) Global Rental Co., Inc.

Acknowledgement #: 1313414
As noted in section E. of the master rental agreement, you have the option of purchasing a "collision damage waiver" to satisfy the physical damage insurance requirements for the Equipment rented from Global Rental CO., Inc. The cost of the coverage will be in addition to your monthly rental payment at the daily rate of $.05 per $1,000 of Equipment value as noted above. A $1,000 deductible will be applied to each and every loss and assumed by the customer. Please indicate your election with regards to physical damage below:

Customer Initials:_________
ELECTS Physical Damage Coverage
DECLINES Physical Damage Coverage
Per ANSI regulations A92.2-2001 Sections 9 through 11 and ANSI A10.31 Section 11.4, operator training is offered for this unit. Basic operator and maintenance manuals are provided with truck. Please indicate your election with regards to training below:

Customer Initials:_________

DECLINES
ELECTS
Appendix C

Page 12 of 16 ends

Training
Training
DocuSign Envelope ID: 68CBF53A-20C6-456E-A9B0-AFC3F68EE3C5 • Global.

Global Rental Co., Inc.
1331028

CITY OF SANTA CLARA (CA)
1705 MARTIN AVE
SANTA CLARA, CA 95050
This letter will serve as acknowledgement of your rental of the following Global Rental Co., Inc. equipment:
037-93103376
DC47-TR
0923EU6820
2024INTERNATIONALMV607
3HAEUMMN8RL527819
DIESEL
Rental Period: 12/11/2023 thru OPEN ENDED
$4,000
28 DAYS
$2,245
On-File
Dave Padilla # 408-615-5630
The terms and conditions for the rental of this equipment are covered by our previously executed Equipment Rental Agreement. Please notify us immediately if you think that the information on this acknowledgement is inaccurate.

Customer:

Unit # :

Model :

Serial #:

Chassis :

Chs VIN :

Engine :

Acknowledgement #:

Rental Rate :

Billing Cycle:

Delivery Chg :

Pick Up Chg :

Insurance Co :

Replacement Value: $249,464.00
Purchase Order:

Release :
12/14/2023
Amy Marcantelli
Rental Coordinator
Appendix C

Page 13 of 16 ends

CDGlobal~) Global Rental Co., Inc.
~ DocuSigned by:
~::r~:::;rdti
Acknowledgement #: 1331028
As noted in section E. of the master rental agreement, you have the option of purchasing a "collision damage waiver" to satisfy the physical damage insurance requirements for the Equipment rented from Global Rental CO., Inc. The cost of the coverage will be in addition to your monthly rental payment at the daily rate of $.05 per $1,000 of Equipment value as noted above. A $5,000 deductible will be applied to each and every loss and assumed by the customer. Please indicate your election with regards to physical damage below:

Customer Initials:_________

DECLINES
ELECTS
Appendix C

Page 14 of 16 ends

Training
Training
X
X
• Global.

Global Rental Co., Inc.
1334717

CITY OF SANTA CLARA (CA)
1705 MARTIN AVE
SANTA CLARA, CA 95050
This letter will serve as acknowledgement of your rental of the following Global Rental Co., Inc. equipment:
037-93103429
TA60
0324EL4000
2025FREIGHTLINERM2-106
3ALDCXFC0SDVH2957
DIESEL
Rental Period: 06/18/2024 thru OPEN ENDED
$4,400
28 DAYS
$2,700
On-File
Dave Padilla # 408-615-5630
The terms and conditions for the rental of this equipment are covered by our previously executed Equipment Rental Agreement. Please notify us immediately if you think that the information on this acknowledgement is inaccurate.

Customer:

Unit # :

Model :

Serial #:

Chassis :

Chs VIN :

Engine :

Acknowledgement #:

Rental Rate :

Billing Cycle:

Delivery Chg :

Pick Up Chg :

Insurance Co :

Replacement Value: $287,566.00
Purchase Order:

Release :

Appendix C

Page 15 of 16 ends

CDGlobal~) Global Rental Co., Inc.

Acknowledgement #: 1334717
As noted in section E. of the master rental agreement, you have the option of purchasing a "collision damage waiver" to satisfy the physical damage insurance requirements for the Equipment rented from Global Rental CO., Inc. The cost of the coverage will be in addition to your monthly rental payment at the daily rate of $.05 per $1,000 of Equipment value as noted above. A $5,000 deductible will be applied to each and every loss and assumed by the customer. Please indicate your election with regards to physical damage below:

Customer Initials:_________

DECLINES
ELECTS
Appendix C

Page 16 of 16 ends

Training
Training
• Global.

Global Rental Co., Inc.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1117 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on a Purchase and Sale Agreement With Dollinger-Lafayette Associates to Acquire the Improved Property Located at 2900-2930 Lafayette Street in Santa Clara for Use by Silicon Valley Power for a Purchase Price of $5.5 Million and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
On September 28, 2021, the City Council accepted Silicon Valley Power’s (SVP) Three-Year System Growth Strategy Plan (RTC 21-871). The Three-Year System Growth Strategy Plan identifies proposed projects for both near-term and long-term capital improvement projects needed to support anticipated system growth and to replace end-of-life equipment to ensure system reliability. Two of the key projects are the reconstruction of the Kifer Receiving Station (KRS) and the construction of a Battery Energy Storage System (BESS). These two projects are being constructed/expanded on an SVP owned property adjacent to the Donald Von Raesfeld (DVR) power plant, shown on the Location Map and Adjacent Uses (Attachment #1).

SVP’s infrastructure in the area is becoming constrained and staff, with CBRE as its representative, have been reviewing property opportunities adjacent to DVR for future flexibility and near-term needs. The property located at 2900-2930 Lafayette Street (Property) is adjacent to key SVP properties and infrastructure and the property owner is agreeable to negotiate a Purchase and Sale Agreement. A Letter of Interest (LOI) was executed by both parties on August 14, 2024.

DISCUSSION
The Property is a 43,999 square feet lot with a 15,375 square feet building and existing tenants. A full list of the tenants and lease expiration dates are included in Exhibit C of the Purchase and Sale Agreement (Agreement), Attachment #2. Some leases are month to month, while others terminate in the near future (the latest expiring on May 31, 2026). The City will enter into a property management agreement with a commercial property manager to support the existing tenants when the purchase is completed.

SVP does not currently have a long-term plan for the Property, but due to space constraints around DVR, KRS, and BESS, it is expected that this Property will be needed for SVP infrastructure or other projects in the future. Short term, as part of the system expansion projects and new proactive maintenance contracts, SVP will have storage needs, and this Property could serve as a laydown area for materials and equipment.

The key Agreement terms include the following:

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24-1117 Agenda Date: 12/3/2024
• Purchase Price: $5.5 million
• Deposit: $180,000 refundable deposit and applicable to the purchase price. • Due Diligence Period: 60 days from receipt of all due diligence documents to review and approval all matters pertaining to the physical, structural, electrical, mechanical, soil, drainage, environmental, economic, tenancy, zoning, land use and other governmental compliance matters and conditions respecting the Property.

Staff has not identified any environmental issues with the Property. Staff reviewed a previously completed Phase I environmental assessment for the Property and the findings were that “[b]ased on current and available historical information, there is a low potential that the Property has been impacted by the current on-site operations” and “based on the review of available information, including current regulatory agency databases, there is a low potential that the Property has been impacted by reported off-site facilities or sources of contamination.” In 2009, the property owner completed a groundwater and sampling analysis, and the finding was that “[b]ased on our sampling, there does not appear to have been a significant impact to the site as a result of the former gas station operations, and no additional environmental assessment is recommended at this time.” Under the Agreement, the City may conduct a new Phase I environmental site assessment, if necessary.

ENVIRONMENTAL REVIEW
The proposed approval of the Agreement is exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15061(c)(3) of Title 14 of the California Code of Regulations as it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The Agreement does not contain any development plans or commitments requiring environmental review.

FISCAL IMPACT
Staff recommends a budget amendment to add additional appropriations to the Capital Outlay budget of the SVP Operating Budget in the amount of $5.5 million. This funding will be transferred from the Electric Utility Fund Balance and will have no impact on the General Fund.

Budget Amendment
FY 2024/25
Electric Utility Fund
(Fund 091)
Current Increase/(Decrease) Revised
Expenditures
Electric Department $612,297,653 $5,500,000 $617,797,653 Fund Balance
Unrestricted Ending Fund
Balance
$ 91,295,323 ($5,500,000) $ 85,795,323

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

PUBLIC CONTACT
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24-1117 Agenda Date: 12/3/2024
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 to execute a Purchase and Sale Agreement (Agreement) with Dollinger-Lafayette Associates for 2900-2930 Lafayette Street in the amount of $5.5 Million for use by Silicon Valley Power, in substantially the form presented subject to the review and final approval as to form by the City Attorney;

2. Authorize the City Manager or designee to take any necessary actions to implement and administer the Agreement, including, acceptance of a grant deed on behalf of the City; and

3. Approve the FY 2024/25 budget amendment in the Electric Utility Fund to increase the Electric Department (Capital Outlay) appropriation and decrease the Unrestricted Ending Fund Balance in the amount of $5.5 million (five affirmative Council votes required for the use of unused balances ).

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

ATTACHMENTS

1. Location Map and Adjacent Uses

2. Purchase and Sale Agreement
City of Santa Clara Page 3 of 3 Printed on 11/27/2024
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RTC 24-1117

LOCATION MAP &

ADJACENT USES
1 2
3 4

1. 2900-2930 Lafayette (Green)

2. DVR (Orange)

3. KRS (White)

4. BESS (Blue)
21206312.3

PURCHASE AND SALE AGREEMENT
By
and
between

DOLLINGER-LAFAYETTE ASSOCIATES
“Seller”
AND

CITY OF SANTA CLARA
a municipal corporation
“Buyer”
21206312.3
i
Dollinger Lafayette Purchase and Sale Agreement.doc
21206312.3 1
Dollinger Lafayette Purchase and Sale Agreement.doc

AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) is entered into as of the _______ day of __________ 2024 (the “Effective Date”), by and between Dollinger Lafayette Associates, A California General Partnership (“Seller”), and the CITY OF SANTA CLARA, a California municipal corporation (“Buyer”). The Seller and Buyer may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.” THE PARTIES ENTER INTO THIS AGREEMENT on the basis of the following facts, understanding, and intentions:

A. Seller is the owner of certain improved property located in the City of Santa Clara, State of California, commonly known as 2900-2930 Lafayette Street, Santa Clara, California; APN No. 224-08-109 (the “Property”).

B. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, on all of the terms, covenants, and conditions hereinafter set forth. Buyer further agrees to take title to the Property subject to the Leases. The performance of this Agreement constitutes the entire consideration for the sale of the Property.

C. Seller and Buyer recognize that the sale of the Property is subject to approval of the City Council of Buyer and that this Agreement shall have no force or effect unless and until said City Council approval has been obtained, which approval shall be obtained before execution of the Agreement by Buyer.

NOW THEREFORE in consideration of the mutual covenants and promises of the parties, the parties hereto agree as follows:

1.0 ARTICLE 1 – PURCHASE AND DEFINITIONS

1.1. The Property. Seller owns certain real property (the “Property”) located in the City of Santa Clara, California as more particularly described in Exhibit A. As used herein, the term “Property” means collectively the Property, all improvements and buildings located thereon, and all easements, agreements, benefits, privileges, permits, tenements, hereditaments, licenses and rights appurtenant to the Property.

1.2 Sale and Conveyance. Seller shall sell to Buyer and Buyer shall purchase from Seller, on all of the terms and conditions set forth in Articles 2 and 3 hereof, the Property.

1.3 Definitions.
(a) “Escrow Agent”: First American Title Company, Theresa Woest-San Jose Office ([email protected])
(b) “Hazardous Substances”: Any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of 21206312.3 2
Dollinger Lafayette Purchase and Sale Agreement.doc
the foregoing characteristics. The term “Hazardous Substance” includes, without limitation, any substance regulated under any and all federal, state and local statutes, laws (including case law), regulations, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions, whether now or hereafter in effect, relating to human health, the environment or to emissions, discharges or releases of pollutants, contaminants, toxic substances, hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous materials or wastes or the clean-up or other remediation thereof.
(c) “Hazardous Substance Laws”: all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, and all federal and state court decisions, consent decrees and orders interpreting or enforcing any of the foregoing, in any way relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 United States Code section 9601, et seq.), the Resource Conservation and Recovery Act, (42 United States Code section 6901, et seq.), and the Clean Water Act, (33 United States Code section 1251, et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the California Hazardous Waste Control Act, (California Health & Safety Code §§25100 et seq.), California Hazardous Substance Account Act California Health & Safety Code §§25300 et seq.), the California Safe Drinking Water and Toxic Enforcement Act ( California Health & Safety Code §§25249 et seq.); the California Hazardous Waste Management Act (California Health & Safety Code ; the Porter-Cologne Water Quality Control Act (California Health and Safety Code§§ 13000 et seq.), and the Safe Drinking Water and Toxic Enforcement Act (California Health and Safety Code §§ 25249.5 et seq.,. and Title 22 of the California Code of Regulations, all as amended to the date hereof. (d) “Leases”: Any and all other leases, tenancies, licenses and other rights of occupancy or use of or for any portion of the Property (including all amendments and renewals thereof).
(e) “Property Information”: All documents and other information set forth in Exhibit C, incorporated into this Agreement by this reference. (f) “Title Company”: First American Title Company at the office selected by the Escrow Agent.
(g) “Title Report”: A preliminary title report for the Property prepared by the Title Company.
21206312.3 3
Dollinger Lafayette Purchase and Sale Agreement.doc

2.0 ARTICLE 2 - PURCHASE PRICE

2.1 Purchase Price. The purchase price (“Purchase Price”) shall be FIVE MILLION FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($5,500,000.00).

2.2 Payment of Purchase Price. The purchase price shall be payable all in cash upon close of Escrow (as defined below) in accordance with Section 4.2.

3.0 ARTICLE 3 - CONDITIONS TO PURCHASE AND SALE

3.1 Conditions Precedent to Purchase and Sale. The obligation of Buyer to purchase and Seller to sell the Property is expressly conditioned upon the satisfaction, prior to the Closing Date, of each of the conditions set forth in this Section 3.1 (the “Conditions Precedent”).

3.1.1 Title. Within fifteen (15) days of the Effective Date or such additional time as reasonable required by Seller, Seller shall cause Title Company to deliver to Buyer the Title Report. During the same fifteen day period, Seller shall provide all Property Information to Buyer period within Seller’s possession. If Seller fails to provide the Title Report or Property Information within the foregoing fifteen day periods, Diligence Period will be extended for each day of applicable delay.

Buyer shall review the Title Report, and Buyer shall have the Due Diligence Period to give written notice regarding Buyer’s approval or disapproval of the Title Report, including without limitation any exceptions. If Buyer timely and properly delivers written objection(s) to any items in the Title Report, then Seller shall notify Buyer in writing within three (3) Business Days after receipt of Buyer’s notice of Buyer’s title objections (but, in any event, prior to the Closing Date) whether Seller elects to remove, discharge or correct the same (and Seller’s failure to respond in writing within such period shall be deemed an election by Seller not to remove, discharge or correct Buyer’s title objections), and Seller shall have the right but not the obligation to use reasonable diligence to remove, discharge or correct such liens, encumbrances or objections and shall have a period of thirty (30) days after receipt of notice thereof in which to do so (and if necessary the Closing Date shall be extended on a day for day basis). Seller shall not in any event be obligated to pay any sums of money or to litigate any matter in order to remove, discharge or correct any lien, encumbrance or objection. Any attempt by Seller to remove other title exceptions (i.e., exceptions that Seller is not obligated to remove pursuant to the preceding sentence or otherwise in this Section 3.1.2) shall not impose an obligation upon Seller to remove such exceptions. If Seller shall be unwilling or unable to remove or discharge such other liens, encumbrances or objections within such period, then Buyer may, at its option, no later than five (5) Business Days after Seller notifies Buyer of Seller’s unwillingness or inability, either terminate this Agreement or accept title in its then existing condition without reduction of the Purchase Price. If Buyer shall elect to terminate this 21206312.3 4
Dollinger Lafayette Purchase and Sale Agreement.doc
Agreement, the Monetary Deposit, shall be returned to Buyer, this Agreement shall terminate, and thereafter neither Seller nor Buyer shall have any further rights or obligations hereunder except such obligations of this Agreement which specifically survive termination. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to cure or satisfy all deeds of trust, judgment/liens, mechanics liens and any other monetary encumbrances prior to the Closing and, if not otherwise cured or satisfied, the proceeds of the Purchase Price shall be used at Closing for such purpose.

3.1.2 Due Diligence. Buyer's obligation to purchase the Property is conditioned upon Buyer's review and approval, prior to the expiration of the Due Diligence Period and in Buyer's sole discretion, of all matters pertaining to the physical, structural, electrical, mechanical, soil, drainage, environmental, economic, tenancy, zoning, land use and other governmental compliance matters and conditions respecting the Property, including without limitation the items include in the Title Report and Property Information. The Due Diligence Period is defined as the period commencing the Effective Date and ending sixty (60) days after the Effective Date or as extended by Buyer and Seller through mutual agreement in writing. In connection with its site investigations, Buyer has had the right, at its sole cost and expense, to conduct a physical assessment and make such investigations as Buyer deems necessary, including a Phase I Site environmental site assessment. Seller shall reasonably cooperate with Buyer’s investigation of the Property, including the provision of all Property information in Seller’s possession and reasonable access to the Property for Buyer or Buyer’s agents to perform any tests or other inspections Buyer deems reasonably necessary. If, prior to the expiration of the Diligence Period (as it may be extended in whole or in part), based upon Buyer's review, examination and/or inspection of the Property, Buyer determines in its sole and absolute discretion that it no longer intends to acquire the Property, then Buyer shall promptly notify Seller of such determination in writing, whereupon this Agreement, and the obligations of the Parties to purchase and sell the Property hereunder, shall terminate. If, however, on or before the expiration of the Diligence Period, Buyer determines that the foregoing matters are acceptable to Buyer and that it intends to proceed with the acquisition of the Property, then Buyer shall promptly notify Seller of such determination in writing ("Approval Notice"). If Buyer fails to deliver the Approval Notice to Seller on or before the expiration of the Diligence Period, Buyer shall be deemed to have disapproved of all of the foregoing matters, this Agreement and the obligations of the parties hereunder shall terminate, and Escrow Agent shall promptly release the Monetary Deposit and interest accrued thereon to Buyer.

3.1.3 Execution of Grant Deed. Seller shall be ready, willing and able to convey title to the Property by grant deed to Buyer in the form of Exhibit B attached hereto (the “Grant Deed”).
21206312.3 5
Dollinger Lafayette Purchase and Sale Agreement.doc

3.1.4 Deposit of Grant Deed. Seller shall have deposited into Escrow (as defined below) the Grant Deed as provided for in Article 4.1.1, conveying fee simple title to the Property (to the Buyer.

3.1.5 Title Insurance. The Title Company shall be prepared to issue a ALTA Standard Title Insurance (or ALTA extended policy, if desired by Buyer) in the amount of the Purchase Price insuring fee simple title to the Property vested in Buyer (the “Title Policy”).

3.1.6 No Breach. There shall be no material breach of any of Seller’s representations, warranties, or covenant set forth in Article 5.

3.1.7 Documentary Deposit. Seller and Buyer shall have each deposited into Escrow all materials required to be deposited under Article 4.

3.1.8 Monetary Deposit. Buyer has deposited in Escrow the sum of One Hundred and Eighty Thousand Dollars ($180,000.00) in accordance with Section 4.1 below (the “Monetary Deposit”). Until the expiration of the Due Diligence Period or as otherwise expressly set forth in this Agreement, the Monetary Deposit is refundable and applicable to the Purchase Price.

Application of Deposit. The Deposit shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder and the Parties deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of the Party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the opening of Escrow. If Buyer delivers to Seller and Escrow Holder an Approval Notice prior to the expiration of the period commencing on the Effective Date and ending at 5:00 p.m. (Pacific time) on the expiration of the Due Diligence Period, the Deposit shall become non-refundable except as otherwise provided in this Agreement. If prior to the expiration of the Due Diligence Period Buyer fails to deliver a Buyer's Approval Notice, then this Agreement shall be automatically terminated and the Deposit, together with all interest accrued thereon, shall be returned to Buyer within one (1) business day after the expiration of the Due Diligence Period. If Buyer delivers an Approval Notice prior to the expiration of the Due Diligence Period then, after the expiration of the Due Diligence Period, the entirety of the Deposit together with interest accrued thereon shall continue to be held in escrow with Escrow Holder until the Closing Date or the termination of this Agreement, (ii) if the Closing occurs, be credited toward payment of the Purchase Price on the Closing Date; (ii) if the Closing does not occur by reason of a default by Buyer, be delivered to Seller as liquidated damages, below to the extent Seller is entitled thereto or, in all other cases 21206312.3 6
Dollinger Lafayette Purchase and Sale Agreement.doc
resulting in a termination of this Agreement, returned to Buyer by Escrow Holder.

Cash Balance. On or before 11:00 a.m. (Pacific time) on the Closing Date, Buyer shall deposit with Escrow Holder cash by means of a confirmed wire transfer through the Federal Reserve System or cashier's check in the amount of the balance of the Purchase Price, plus or minus Buyer's share of expenses and prorations as described in this Agreement.

Independent Consideration. Buyer and Seller have bargained for and agree that One Hundred Dollars ($100.00) of the Deposit (the “Independent Consideration”) is independent consideration for Buyer’s rights under this Agreement and for Seller providing the Due Diligence Period to Buyer. Upon receipt, the Escrow Holder shall immediately release the Independent Consideration to Seller, and notwithstanding any provision in this Agreement to the contrary, the Independent Consideration shall be nonrefundable to Buyer in all circumstances. Any time that this Agreement provides that the Deposit is to be returned to Buyer, the amount returned to Buyer shall be net of the Independent Consideration.

3.2 Buyer’s Remedies.

3.2.1 Conditions Precedent. If any of the foregoing Conditions Precedent which inure to the benefit of Buyer are not satisfied, Buyer shall have the right either to waive the condition in question and proceed with the purchase of the Property pursuant to all of the other terms of this Agreement, or, in the alternative, to terminate this Agreement and the Monetary Deposit shall be returned to Buyer, and thereafter neither Party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement.

3.2.2 Default. If Seller fails to perform any of its obligations or is otherwise in default under this Agreement, Buyer shall have the right to give notice to Seller specifically setting forth the nature of said failure and stating that Seller shall have a period of five (5) calendar days to cure such failure. If Seller has not cured such failure within such period (or, if such failure is not capable of being cured within five (5) calendar days, Seller either has not commenced in good faith the curing of such failure within such period or does not diligently thereafter complete such cure prior to the Closing Date, as may be extended under the terms of this Agreement), Buyer’s sole and exclusive remedy shall be one of the following:
(a) Waiver. Waive such failure and proceed to the Closing pursuant to all of the other terms of this Agreement;
(b) File Action. File an action for specific performance to cause Seller to convey the Property to the Buyer pursuant to the terms and conditions of this Agreement; or
21206312.3 7
Dollinger Lafayette Purchase and Sale Agreement.doc
(c) Terminate. If specific performance is not available for any reason, Buyer may terminate this Agreement by notice to Seller and Escrow Agent to that effect, and pursue an action for actual damages for out-of-pocket the third-party costs, including architect, consultant and attorney’s fees incurred by Buyer in connection with the Property and this Agreement in a maximum amount not to exceed Fifty Thousand Dollars ($50,000.00).

3.3. Seller’s Remedies.

3.3.1 Conditions Precedent. If any of the foregoing Conditions Precedent which inure to the benefit of Seller are not satisfied, Seller shall have the right to either waive the condition in question and proceed with the sale of the Property pursuant to all of the other terms of this Agreement, or, in the alternative, to terminate this Agreement and the Monetary Deposit shall be returned to Buyer, and thereafter neither Party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement.

3.3.2 Default. If Buyer fails to perform any of its obligations or is otherwise in default under this Agreement, Seller’s sole and exclusive remedy shall be to terminate this Agreement by giving written notice thereof to Buyer and Escrow Agent, whereupon the Monetary Deposit shall be paid to and retained by Seller as liquidated damages. Upon such termination, neither Party shall have any further rights, obligations or liabilities hereunder except to the extent that any such rights, obligation or liability set forth herein expressly survives termination of this Agreement.

BUYER AND SELLER AGREE THAT BASED UPON THE

CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT

WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO
ESTABLISH SELLER’S DAMAGES BY REASON OF BUYER’S
DEFAULT. ACCORDINGLY, BUYER AND SELLER AGREE THAT

IN THE EVENT OF A DEFAULT BY BUYER UNDER THIS

AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO
AWARD SELLER “LIQUIDATED DAMAGES” EQUAL TO THE
AMOUNT OF THE MONETARY DEPOSIT. SELLER’S RETENTION

OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT

INTENDED TO BE A FORFEITURE OR PENALTY, BUT IS

INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO

SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS
1671, 1676 AND 1677. SELLER AGREES TO, AND DOES HEREBY,

WAIVE ALL OTHER REMEDIES AGAINST BUYER WHICH

SELLER MIGHT OTHERWISE HAS AT LAW OR IN EQUITY BY

REASON OF SUCH DEFAULT BY BUYER (EXCEPT WITH

RESPECT TO THE INDEMNITIES CONTAINED HEREIN, AND THE
RIGHT TO RECOVER ATTORNEYS’ FEES UNDER THIS
AGREEMENT).
21206312.3 8
Dollinger Lafayette Purchase and Sale Agreement.doc
Buyer’s Initials Seller’s Initials

4.0 ARTICLE 4 - CLOSING AND ESCROW

4.1 Deposits into Escrow. Buyer has established an escrow (the “Escrow”) with the Escrow Agent. A copy of this Agreement, duly executed by both parties, shall be deposited therein within five (5) business days after the Effective Date, together with the amount of the Monetary Deposit. Subject to Section 4.2.2 below, this Agreement shall serve as escrow instructions to Escrow Agent, as escrow holder, for consummation of the purchase and sale contemplated hereby. Prior to or on the Closing Date, the Parties shall deposit the following into the Escrow:

4.1.1 Seller. Seller shall deposit the following into Escrow:
(a) two (2) duplicate originals of the Grant Deed duly executed and acknowledged by Seller in recordable form with respect to th Property, in the form of Exhibit B hereto, together with any State, County and local transfer tax declarations and forms;
(b) A FIRPTA Affidavit stating Seller’s U.S. taxpayer identification number and that the Seller is a “United States person” as defined by Internal Revenue Code sections 1445(f)(3) and 7701(b); (c) To the extent in Seller’s possession, or reasonably available to Seller, any contract(s) to be assumed by Buyer, any certificate of occupancy for the Property and all assignable licenses and permits relating to the use, occupancy or operation of the Property, copies of all originals of the books and records of account, contracts, unpaid bills and other papers or documents that pertain to the Property and keys and other items, if any, used in the operation of the Property;
(d) A copy of a Natural Hazardous Disclosure Statement for the Property, prepared by a qualified engineer (the “Expert”), in the form required by California Civil Code Section 1103.2(a), setting forth the Expert’s determination of whether the Property is subject to Sections 8589.3, 8589.4 or 51183.5 of the California Government Code or Section 2621.9, 2694 or 4136 of the
California Public Resource Code; and
(e) Such other documents and instruments as may be required by other provisions of this Agreement or may be reasonably required by Escrow Agent or otherwise to carry out of the terms and intent of this Agreement.

4.1.2 Buyer. Buyer shall deposit the following into Escrow:
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(a) Cash or immediately available funds in the amount of the Purchase Price, less a credit for the Monetary Deposit, together with such additional cash in the amount necessary to pay Buyer’s share of closing costs and prorations, as hereinafter set forth; (b) An original executed letter to the Santa Clara County Tax Assessor, pursuant to Revenue and Taxation Code section 5082.1 providing notification of the apportionment date and requesting cancellation of taxes pursuant to Revenue and Taxation Code section 5086.1 (the “Apportionment Letter”);
(c) An executed Certificate of Acceptance; and
(d) Such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required by Escrow Agent or otherwise to carry out the term and intent of this Agreement.

4.2 Close of Escrow.

4.2.1 Closing Date. Escrow shall close on or before 30 days following the satisfaction or Buyer’s waiver of all Buyer’s conditions to Closing (the “Closing Date”).

4.2.2 Closing of Escrow. When the Conditions Precedent listed in Section 3.1 have been satisfied or waived by Buyer and Seller and Escrow Agent has received all necessary cash and documents and is in a position to issue the Title Policy, as provided in Section 3.1.4, Escrow Agent shall immediately close Escrow as provided below (the “Closing”). The parties to this Agreement shall cooperate with each other and the Escrow Agent in preparing and executing such further documents (including further escrow instructions) as may be reasonably necessary to close Escrow as contemplated by this Agreement; provided however, that in the event of any conflict between the provisions of this Agreement and any such further documents or escrow instructions, the terms of this Agreement shall control.

4.2.3 Procedure. Escrow Agent shall close Escrow as follows:

4.2.3.1 Record Deed. Date and record the Grant Deed in the Official Records of Santa Clara County.

4.2.3.2 Apportionment Letter. Delivery, by first class mail, postage prepaid, the Apportionment Letter to the Santa Clara County Tax Assessor, with a copy to Seller.

4.2.3.3 Deliver Copies of Grant Deed. Deliver one (1) certified copy of the recorded Grant Deed to Seller and Buyer.
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4.2.3.4 Pay to Seller. Pay to Seller the funds in Escrow equal to the Purchase Price, reduced only by the Seller’s share of closing costs and prorations, as hereinafter set forth in Section 4.2.4 below.

4.2.3.5 Deliver Title Policy. Deliver the Title Policy to Buyer.

4.2.3.6 Closing Statement. Prepare and deliver to Buyer and Seller one signed copy of the Escrow Agent’s closing statement showing all receipts and disbursements of the Escrow.

4.2.3.7 Deliver Other Documents Deposited by Seller. Delivery to Buyer the Tenant Estoppel Certificate, the Assignment of Lease, and all other documents deposited into Escrow by Seller pursuant to Section 4.1.1 above.

4.2.4 Closing Costs and Prorations.

4.2.4.1 Closing Costs. Buyer and Seller shall each pay its own attorney’s fees in connection with negotiating this Agreement and closing the Escrow. Seller shall bear the City transfer taxes if any and ½ any county transfer tax, cost of an ALTA Standard Title Insurance premium, and one-half (½) of the escrow and recording fees.

Buyer shall pay the additional cost of an ALTA extended policy, if so desired, and one-half (½) of the escrow and recording fees and ½ of any county transfer tax.

4.2.4.2 Proration and Cancellation of Taxes. Taxes for the year in which this Escrow closes shall be cleared and paid in the manner required by Section 5086 of the Revenue and Taxation code, if unpaid as of the close of Escrow.

4.2.4.3 Prorations. All taxes, assessments and other charges attributable to the Property shall be pro-rated as of the Closing Date based on a three hundred sixty-five-day year (365).

5.0 ARTICLE 5 - REPRESENTATIONS AND WARRANTIES

5.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer that the following matters are true and correct in all material respects as of the execution of this Agreement and will also be true and correct in all material respects as of the Closing:

5.1.1 Organization Authority. Dollinger-Lafayette is a General Partnership duly organized, validly existing and in good standing under the laws of the State of California and has the full power and authority to execute and deliver this Agreement and all documents now or hereinafter to be executed and delivered by it pursuant to this Agreement and to perform all obligations arising under this Agreement and such performance does not conflict with any obligations of the Seller. The individuals executing this Agreement and the instruments referred to herein on behalf of Seller, have 21206312.3 11
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the legal power, rights and actual authority to bind Seller to the terms and conditions hereof and thereof.

5.1.2 No Violation of Agreement; Litigation. Neither the execution, delivery or performance of this Agreement by Seller will result in the breach of any terms, conditions or provisions of, or conflict with or constitute a default under the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Seller or the Property is bound. Seller has no knowledge of any pending or threatened litigation, actions, applications, orders, protests, proceedings, or complaints against or affecting title to the Property or Seller’s interest therein.

5.1.3 Compliance with Laws. Seller has received no written notice alleging violations of any federal, state or municipal laws or ordinances with regard to any portion of the Property.

5.1.4 Existing Lease. The Leases currently in effect relating to the Property are listed in Exhibit C. The Leases are in full force and effect on the terms set forth therein and Seller has delivered to Buyer true, correct and complete copies of the Leases. These Leases have not been amended or modified except pursuant to written modifications or amendments, true, correct and complete copies of which have been delivered by Seller to Buyer.

5.1.5 Operation and Maintenance. Seller shall, subject to the terms and conditions of the Leases, operate, maintain, and repair the Property in substantially the same manner as prior to the date of this Agreement pursuant to its normal course of business. Except to the extent required to comply with applicable law or as the tenants under the Leases are permitted to do without Seller’s consent, the Seller shall not materially alter the Property (or permit the material alteration of the Property) after execution of this Agreement without Buyer’s consent.

5.1.5 No Modification of Lease. Seller shall not enter into, terminate, modify or amend any Leases. Seller shall not grant any consent or approval under any Leases. Seller shall not waive any conditions or obligations under any Leases or guarantees of Lease. Seller shall not enter into any nondisturbance or analogous agreements with any subtenants. Seller will, promptly, and, in any event, not later than three (3) days following receipt, give Buyer a true and complete copy of any notices, reports, statements, demand or material correspondence received from Tenants. Seller will not give a notice of default to any Property tenant without Buyer’s consent.

5.1.6 Service Contract. There are no service contracts or property management agreements related to the Property which will be binding upon Buyer after Closing.
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5.1.7 Seller Not a Foreign Person. Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

5.1.8 Environmental. Except as otherwise disclosed to Buyer in this Agreement, Seller to the best of their actual knowledge is not aware of: (i) the presence of any Hazardous Substances (as defined below) at, on, under and/or affecting the Property; (ii) any spills, releases, discharges, or disposal of Hazardous Substances that have occurred or are presently occurring on or onto the Property; (iii) any spills or disposal of Hazardous Substances that have occurred or are occurring off the Property as a result of any construction on, or operation in use of the Property; (iv) the presence of any PCB transformers serving or stored on the Property; (v) underground storage tanks currently located on the Property; or (vi) any failure to comply with all applicable local, state and federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances in connection with the operation and use of the Property. Seller discloses and Buyer acknowledges that the Property used to be an old gas service station purchased from the Santa Clara County with underground storage tanks that were removed prior to Seller’s purchase of the Property in 1972.

5.1.9 No Other Contract. Seller will not enter into any other agreement or option to sell the Property or any portion of, or interest in, the Property.

Seller will not market the Property for sale.

5.1.10 No Additional Encumbrances. Seller shall not (a) further encumber the Property in any consensual manner without the prior written consent of Buyer; (b) cause or permit any mortgage, deed of trust, or other lien to be foreclosed upon due to Seller's actions or omissions, including failure to make a required payment or failure to obtain any required consent; or (c) apply for any variance, change or modification with respect to any zoning of the Property or use of the Property without Buyer’s prior written consent.

5.1.11 Prohibited Persons and Transactions.

Prohibited Persons; Foreign Corrupt Practices Act and Anti-Money Laundering. Neither Seller nor any of its affiliates, nor any of their respective members, partners or other equity holders, and none of their respective officers, directors or managers is, nor prior to Closing or the earlier termination of this Agreement, will they become a person or entity with whom U.S. persons or entities are restricted from doing business under (a) the Patriot Act (as defined below), (b) any other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury ("OFAC") (including any "blocked" person or entity listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and any modifications thereto or thereof or any other 21206312.3 13
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person or entity named on OFAC's Specially Designated Blocked Persons List) or (c) any other U.S. statute, Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism) or other governmental action (collectively, "Prohibited Persons"). During Seller's period of ownership of the Property, Seller, and to Seller's knowledge, its employees and any person or entity ("Person") acting on its behalf have at all times fully complied with, and are currently in full compliance with, the Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery or anti-corruption laws. Seller is not entering into this Agreement, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. As used herein, "Patriot Act" shall mean the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) and in other statutes and all orders, rules and regulations of the U.S. government and its various executive departments, agencies and offices interpreting and implementing the Patriot Act.

Prohibited Transactions. Seller shall not, directly or indirectly, use, lend or otherwise make available the proceeds paid to it under this Agreement to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is a Prohibited Person.

5.2 Buyer’s Representations and Warranties. Buyer warrants and represents that: (a) Buyer has the full right, power, and authority to purchase the Property from Seller as provided in this Agreement and to carry out Buyer's obligations hereunder; and (B) the execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other agreement to which Buyer may be a party or by which Buyer may be bound.

6.0 ARTICLE 6 - CONDITION OF THE PROPERTY

6.1 Buyer's Acknowledgment. As a material inducement to Seller to enter into this Agreement and to convey the Property to Buyer, Buyer hereby acknowledges and agrees that:

AS-IS. Except as otherwise expressly set forth in this Agreement and subject to Seller's representation and warranties set forth in this Agreement, Buyer is purchasing the Property in its existing condition, "AS-IS, WHERE-IS, WITH ALL FAULTS," and upon the Closing Date has made or has waived all inspections and investigations of the Property and its vicinity which Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. ________________________
Buyer's Initials
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No Representations. Other than the express representations and warranties of Seller contained in this Agreement, and other than Seller’s intentional fraud neither Seller nor its property manager, nor any of their respective affiliates, predecessors, successors, partners, members and assigns, and their respective past, present and future partners, members, officers, directors, trustees, employees, agents, lenders, representatives, attorneys and all persons acting by, through, under or in concert with the foregoing, or any of them (Seller and all of said entities and individuals are collectively referred to herein as the "Seller Group") has made any representation, warranty, inducement, promise, agreement, assurance or statement, directly or indirectly, oral or written, of any kind to Buyer upon which Buyer has or is relying, or in connection with which Buyer has made or will make any decisions concerning the Property or its vicinity including, without limitation, its use, condition, value, compliance with "Governmental Regulations," as that term is defined below, the existence or absence of Hazardous Substances on or under the Property, or the permissibility, feasibility, or convertibility of all or any portion of the Property for any particular use or purpose, including, without limitation, its present or future prospects for sale, lease, development, occupancy or suitability as security for financing. As used in this Agreement, the following definitions shall apply: (i) the term "Governmental Regulations" means any laws (including "Environmental Laws," as that term is defined below), ordinances, rules, requirements, resolutions, policy statements and regulations (including, without limitation, those relating to land use, subdivision, zoning, Hazardous Substances, occupational health and safety, handicapped access, water, earthquake hazard reduction, and building and fire codes) of any governmental or quasi-governmental body or agency claiming jurisdiction over the Property, (ii) the term and "Environmental Laws" shall mean all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, and all federal and state court decisions, consent decrees and orders interpreting or enforcing any of the foregoing, in any way relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 United States Code section 9601, et seq., the Resource Conservation and Recovery Act, 42 United States Code section 6901, et seq., and the Clean Water Act, 33 United States Code section 1251, et seq.,
________________________
Buyer's Initials
No Implied Warranties. Excluding any representation or warranty set forth in this Agreement , and except for Seller’s intentional fraud Seller hereby specifically disclaims: (a) all warranties implied by law arising out of or with respect to the execution of this Agreement, any aspect or element of the Property, or the performance of Seller's obligations 21206312.3 15
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hereunder including, without limitation, all implied warranties of merchantability, habitability and/or fitness for a particular purpose; and (b) any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of the Property or other items conveyed hereunder, including, without limitation, the water, soil, and geology, the suitability thereof and of the Property or other items conveyed hereunder for any and all activities and uses which Buyer may elect to conduct thereon, the existence of any environmental hazards or conditions thereon (including but not limited to the presence of asbestos or other Hazardous Substances) or compliance with applicable Environmental Laws; (ii) the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise; and (iii) the compliance of the Property or other items conveyed hereunder or its operation with any Governmental Regulations. ________________________
Buyer's Initials
Information Supplied by Seller. Buyer specifically acknowledges and agrees that, except as expressly contained in this Agreement, the Seller Group has made no representation or warranty of any nature concerning the accuracy or completeness of any documents delivered or made available for inspection by Seller to Buyer, including, without limitation, any due diligence items and the offering packages and memoranda distributed with respect to the Property, and that Buyer has undertaken such inspections of the Property as Buyer deems necessary and appropriate and that Buyer is relying solely upon such investigations and not on any of the due diligence items or any other information provided to Buyer by or on behalf of Seller. As to the due diligence items, Buyer specifically acknowledges that they have been prepared by third parties with whom Buyer has no privity and Buyer acknowledges and agrees that no warranty or representation, express or implied, has been made, nor shall any be deemed to have been made, to Buyer with respect thereto, either by the Seller Group or by any third parties that prepared the same. ________________________
Buyer's Initials
Release. As of the Closing Date, subject to any breach by Seller of any Seller representations, warranties and covenants in this Agreement, Buyer and the Buyer Parties hereby fully and irrevocably release and forever discharge the Seller Group of and from any and all manner of action or actions, cause or causes of action, at law or in equity (including, without limitation, in tort), suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent (collectively, "Claims") that the Buyer Parties may have or hereafter acquire against each and any of the Seller Group arising from or related to in any way the Property or the condition of the Property, including, without limitation, 21206312.3 16
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any latent or patent construction defects, errors or omissions, compliance with law matters, the presence, discovery or removal of Hazardous Substances and other environmental matters within, under or upon, or in the vicinity of the Property, including, without limitation, any Environmental Laws. The foregoing release by Buyer and the Buyer Parties shall include, without limitation, any Claims Buyer and/or the Buyer Parties may have pursuant to any statutory or common law right Buyer may have to receive disclosures from Seller, including, without limitation, any disclosures as to the Property's location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the presence of Hazardous Substances on or beneath the Property, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use or operation, or any portion thereof.

This release includes Claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist in its favor which, if known by Buyer, would materially affect Buyer's release of the Seller Group except for Claims relating to Seller’s intentional fraud or intentional non-disclosure. In connection with the general release set forth in this Section 6.1, Buyer specifically waives the provisions of California Civil Code Section 1542, which provides as follows:
"A general release does not extend to claims that the
creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially
affected his or her settlement with the debtor or released party."
________________________
Buyer's Initials
Notwithstanding anything to the contrary set forth in this Section, the foregoing release is not intended to and does not cover (i) any Claims arising from a breach of Seller's representations or warranties set forth in this Agreement, or (ii) any other breach by Seller of an express obligation of Seller under this Agreement which by its terms survives the Close of Escrow; or (iii) any intentional fraud by Seller.

6.2. Waiver of Natural Hazards. California Natural Hazard Disclosure. Buyer acknowledges that any seller owning property located in the State of California is required to disclose if such property lies within the following natural hazardous areas or zones: (a) a special flood hazard area (any type Zone "A" or "V") designated by the Federal Emergency Management Agency (Cal. Gov. Code section 8589.3); (b) an area of potential flooding shown on a dam failure inundation map designated pursuant to Cal. Gov. Code section 8589.5 (Cal. Gov. Code section 21206312.3 17
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8589.4); (c) a very high fire hazard severity zone designated pursuant to Cal. Gov. Code section 51178 or 51179 (in which event the owner maintenance obligations of Cal. Gov. Code section 51182 would apply) (Cal. Gov. Code section 51183.5); (d) a wildland area that may contain substantial forest fire risks and hazards designated pursuant to Cal. Pub.

Resources Code section 4125 (in which event (i) such Seller would be subject to maintenance requirements of Cal. Pub. Resources Code section 4291 and (ii) it would not be the State of California's responsibility to provide fire protection services to any building or structure located within the wildland area except, if applicable, pursuant to Cal. Pub. Resources Code section 4129 or pursuant to a cooperative agreement with a local agency for those purposes pursuant to Cal. Pub. Resources Code section 4142) (Cal. Pub. Resources Code section 4136); (e) an earthquake fault zone (Cal. Pub. Resources Code section 2621.9); or (f) a seismic hazard zone (and, if applicable, whether a landslide zone or liquefaction zone) (Cal. Pub. Resources Code section 2694). Seller shall employ the services of a disclosure source to examine the maps and other information specifically made available to the public by governmental agencies and to report the results of its examination in writing to Buyer with respect to the foregoing matters (the "Natural Hazards Disclosure Statement"). Buyer acknowledges that the Natural Hazards Disclosure Statement fully and completely discharges such Seller from its disclosure obligations under California Civil Code Section 1103, and, for the purpose of this Agreement, the provisions of Civil Code Section 1103.4 regarding the non-liability of Seller for errors or omission not within its personal knowledge shall be deemed to apply. Buyer acknowledges and agrees that Buyer will independently evaluate and investigate whether any or all of such natural hazards affect the Property, and Seller shall have no liabilities or obligations with respect thereto. Upon Seller’s request, Buyer shall promptly execute and deliver to Seller an acknowledgement of receipt of the Natural Hazards Disclosure Statement. Buyer acknowledges and agrees that the matters set forth in the Natural Hazard Disclosure Statement may change on or following the Closing Date for the Property and that Seller has no obligation to update, modify, or supplement the Natural Hazard Disclosure Statement following the Closing Date. Buyer shall be solely responsible for preparing and delivering its own Natural Hazard Disclosure Statement to subsequent prospective buyers of the Property, to the extent required. BUYER ACKNOWLEDGES AND

REPRESENTS THAT IT HAS OR ITS REPRESENTATIVES HAVE

EXTENSIVE EXPERIENCE ACQUIRING AND CONDUCTING DUE
DILIGENCE REGARDING COMMERCIAL PROPERTIES. THIS

PROVISION IS AN ESSENTIAL ASPECT OF THE BARGAIN
BETWEEN THE PARTIES. The provisions of this Section shall survive the Closing.

Section 25359.7. Buyer acknowledges and agrees that the sole inquiry and investigation Seller conducted in connection with the environmental condition of the Property is to obtain the environmental report(s) which are part of the Due Diligence items and that, for purposes of California 21206312.3 18
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Health and Safety Code Section 25359.7, Seller has acted reasonably in relying upon said inquiry and investigation, and the delivery of this Agreement constitutes written notice to Buyer under such code section.

6.3 Relocation Waiver. Seller hereby fully releases and discharges Buyer from all and any manner of rights, demands, liabilities, obligations, claims or cause of actions, in law or equity, of whatever kind or nature, whether known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner to the relocation of Seller or Seller business operations, including the specific waiver and release of any right to any relocation benefits, assistance and/or payments under Government Code sections 7260 et seq. or other applicable State or Federal law (collectively, “Relocation Assistance Law”), notwithstanding that such relocation assistance, benefits and/or payments may be otherwise required under the Relocation Assistance Law. For avoidance of doubt, Buyer shall be solely responsible for any relocation or other benefits that may be owed to any occupant of the Property that may be payable as a result of Buyer's termination of an occupant's tenancy or other possessory interest in the Property.

7.0 ARTICLE 7 - GENERAL PROVISIONS

7.1 Risk of Loss. The cost of which to repair or restore does not exceed One Hundred Thousand Dollars ($100,000), the parties agree in the event that, prior to the Closing Date, any improvements located on the Property, or any part thereof, are destroyed or materially damaged, the repair or restoration of which will cost less than One Hundred Thousand Dollars ($100,000) the transaction shall go forward without any adjustment to the Purchase Price, but the Seller shall repair or restore the Property and the Closing Date shall be appropriately extended so that Seller may accomplish the same. If the destruction or material damage will cost more than $100,000 to repair, Buyer may terminate this Agreement by notice to Seller and Escrow Agent to that effect, and the Monetary Deposit shall be returned to Buyer and Seller shall retain any and all insurance proceeds, and thereafter neither Party shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement.

7.2 Approval of City Council. Buyer and Seller recognize that as of the execution of this Agreement by Seller, this Agreement is subject to approval of the City Council of the City of Santa Clara and that this Agreement shall have no force or effect unless and until said City Council’s approval has been obtained, but such approval shall be obtained before execution of this Agreement by Buyer.

7.3 Binding on Successors. The terms, covenants, and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

7.4 Entire Agreement. This Agreement including all exhibits hereto contains all of the covenants, conditions, and agreements between the parties and shall supersede all prior correspondence, agreements, and understandings both verbal and written. 21206312.3 19
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No addition or modification of any term or provision shall be effective unless set forth in writing and signed by both Seller and Buyer.

7.5 Seller Conversion. Prior to Closing, Seller may convert its form of business entity from a general partnership to a limited liability company (“Newco”) pursuant to California Corporations Code Section 16902. Should Seller elect to convert its form of entity as provided in this Section, Seller shall record against the Property proof of its conversion into Newco with the Recorders Office of the County of Santa Clara as required by California Corporations Code Section 16907, and provide a copy of this filing to Buyer. Newco shall have the same rights, duties and obligations as the original Seller.

7.6 Brokers’ Fees. Buyer represents and warrants to Seller that Buyer has not incurred, and shall not have incurred as of the Closing, any liability for the payment of any brokerage fee or commission in connection with the transaction contemplated in this Agreement, other than to CBRE, INC. (“CBRE”). Buyer shall pay a commission to CBRE at Closing pursuant to the terms of a separate written agreement.

7.7 Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of California.

7.8 Captions. All captions and headings in this Agreement are for the purposes of reference and convenience and shall not limit or expand the provisions of this Agreement.

7.9 Time. Time is of essence of every provision herein contained in this Agreement.

7.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all counterparts shall constitute one agreement.

7.11 Survival. The terms, covenants and conditions of Articles 5, 6, and 7 shall remain true and correct as of the Closing Date, shall be deemed to be material and shall survive the execution and delivery of this Agreement, the delivery of the Grant Deed, and transfer of title for a period of six (6) months.

7.12 Notices. All notices, requests or other communications required or permitted to be given in connection with this Agreement shall be in writing and shall be personally delivered (with prompt confirmation by registered or certified mail, postage prepaid), or by commercial courier service, or by registered or certified mail, postage pre-paid, addressed to the Party whom it is directed at the following addresses, or at such other addresses as may be designated by notice from such Party in the manner provided herein:

To Seller: Dollinger Properties
Attention: Michael Dollinger
555 Twin Dolphin Dr. #600
Redwood City, Ca. 94065
[email protected]
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[email protected]
Telephone: 650-799-9110
with a copy to:

To Buyer: City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attn: City Manager
Telephone:

With a copy to: City of Santa Clara City Attorneys Office 1500 Warburton Avenue
Santa Clara, CA 95050
Attn: City Attorney
Telephone: (408) 615-2230
Notices which are delivered by hand shall be deemed received upon delivery; notices which are deposited in the United States Mail in accordance with the terms of this Section shall be deemed received three (3) days after the date of mailing and notices delivered by commercial courier service shall be deemed received the date of actual delivery. The foregoing addresses may be changed by notice to the other Party as herein provided.

7.13 1031 Exchange. Buyer agrees to cooperate should Seller elect to sell the Property as part of a like-kind exchange under IRC section 1031 (including a so-called “reverse exchange”). Such cooperation may include the assignment of all or a portion of this Agreement to a qualified 1031 exchange intermediary, and the execution of any documents reasonably necessary to complete the assignment and exchange in accordance with applicable laws and regulations. Seller will provide notice to Buyer of the occurrence of any assignment of this Agreement made in connection with a Section 1031 exchange. Seller agrees that the consummation of this Agreement is not predicated or conditioned upon the completion of any such exchange, Buyer shall not incur any additional liability or financial obligation as a consequence of the Seller’s contemplated exchange, nor shall Buyer be obligated to take title to any property other than the Property.

7.14 Michael Dollinger is licensed in the State of California as a licensed Real Estate Broker.

7.15 Limited Liability. Notwithstanding anything to the contrary herein, Buyer on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns (collectively, the "Buyer Parties") hereby agrees that in no event or circumstance shall any of the members, partners, employees, representatives, officers, directors, agents, property management company, affiliated or related entities of any Seller or any property management company 21206312.3 21
Dollinger Lafayette Purchase and Sale Agreement.doc
managing the Property, have any personal liability under this Agreement.

Notwithstanding anything to the contrary contained herein, Seller on its own behalf and on behalf of its agents, members, partners, employees, representatives, related and affiliated entities, successors and assigns hereby agrees that in no event or circumstance shall any of the Buyer Parties have any personal liability under this Agreement. After the Closing the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Buyer (including, without limitation, for any breach of any representation, warranty, indemnity and/or covenant of Seller) under this Agreement or any documents executed pursuant hereto or in connection herewith, including, without limitation, the Exhibits attached hereto (collectively, the "Other Documents") shall, under no circumstances whatsoever, exceed five percent (5%) of the Purchase Price (the "CAP Amount"); and (ii) no claim by Buyer alleging a breach by Seller of any representation, warranty and/or covenant of Seller contained herein or any of the Other Documents may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Buyer alleging a breach by Seller of any such representation, warranty and/or covenant, is for an aggregate amount in excess of Fifty Thousand Dollars ($50,000.00) (the "Floor Amount"), in which event Seller's liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the CAP Amount set forth in clause (i) above; provided, however, that if any such final judgment is for an amount that is less than or equal to the Floor Amount, then Seller shall have no liability with respect thereto. For the avoidance of doubt, any attorneys’ fees and costs awarded to Buyer pursuant to the Section above shall be disregarded for purposes of determining whether the CAP Amount has been achieved. Seller agrees that, until the expiration of the survival period (six months), it will not dissolve or wind up its business and it will be maintain unencumbered cash and marketable securities in an aggregate amount not less than the CAP Amount. Notwithstanding any provision of this Agreement to the contrary, after the Closing in no event shall Seller be liable for any consequential damages of Buyer or any punitive or special damages with respect to Seller's obligations under this Agreement, the Other Documents or otherwise with respect to the Property. This Section shall survive any termination of this Agreement and the Closing.

7.16 Professional Fees. In the event of the bringing of any action or suit by a Party hereto against another Party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party arising out of this Agreement, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit and any appeals therefrom, and enforcement of any judgment in connection therewith, including reasonable attorneys' fees, accounting and engineering fees, and any other professional fees resulting therefrom. This Section shall survive any termination of this Agreement and the Closing.

7.17 Assignment. Except as provided below, Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller. Notwithstanding the foregoing, Buyer may assign this 21206312.3 22
Dollinger Lafayette Purchase and Sale Agreement.doc
Agreement or its rights hereunder to any entity without the prior written consent of Seller, provided that (i) such assignee is an entity, controlled by or under common control with Buyer, (ii) the assignee shall expressly assume all of Buyer’s obligations under this Agreement pursuant to a written agreement, and (iii) Buyer remains primarily responsible for assignee’s performance of its obligations under the Agreement notwithstanding the assignment. [SIGNATURES ON FOLLOWING PAGE]
21206312.3 23
Dollinger Lafayette Purchase and Sale Agreement.doc
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

SELLER
Dollinger-Lafayette Associates,
a California General Partnership
Dollinger Living Trust, a General Partner of
Dollinger-Lafayette Associates
By:

Michael Dollinger,
Title: Trustee of Dollinger Living Trust
Date:

Greenberg Family Trust, a General Partner of
Dollinger-Lafayette Associates
BUYER
City of Santa Clara,
a municipal corporation
By:

JŌVAN D. GROGAN

CITY MANAGER
By:

Alice G. Stern,
Title: Trustee of Greenberg Living Trust
Date:

APPROVED AS TO FORM
GLEN
R. GOOGINS
City Attorney
21206312.3 1
EXHIBIT A – LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA CLARA, IN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Beginning at the Northwest corner of the certain parcel of land shown and designated as Parcel “J” upon the Map entitled “Amended Record of Survey of the Lands of Owens Corning Fiberglass Corp., et al, etc.,” which Map was filed for record in the Office of the Recorder of the County of Santa Clara, State of California on December 13, 1965 in Book 203 of Maps, at page 24; thence along the Northerly line of said Parcel “J” South 87 deg. 39’ 13”East, 120.03 feet to the Northeast corner of said Parcel “J”; thence along the Northerly line of that certain parcel of land described in the Deed to the City of Santa Clara, which Deed was filed for record in the office of the above said Recorder on March 28, 1960 in Book 4742 of Official Records, at page 200, South 89 deg. 07’ 32” East, 113.23 feet; thence along a curve to the left with a radius of 50.00 feet, through a central angle of 89 deg 44’ 00”, an arc distance of 78.31 feet; thence North 1 deg. 07’ 59” East, 116.89 feet to a point in the Easterly line of that certain parcel of land described In the Deed to Beneficial Standard Life Insurance Company which Deed was filed for record on September 2, 1960 in Book 4905 of Official Records, at page 650, said point being along the Easterly line of last said parcel of land South 1 deg. 07’ 59” West, 89.00 feet from the Northeast corner thereof; thence along a curve to the left, with a radius of 25.00 feet, through a central angle of 90 deg. 00’, an arc distance of 39.27 feet to a point in a line which Is parallel with the Northerly line of said lands of Beneficial Standard Life Insurance Company and distant Southerly 64.00 feet when measured at right angles therefrom; thence along said parallel line North 88 deg. 52’ 01” West, 138.00 feet to a point in the Westerly line of said land of Beneficial Standard Life Insurance Company; thence North 88 deg. 52’ 01” West, 20.00 feet; thence along the arc of a curve to the left with a radius of 36.00 feet, through a central angle of 90 deg., an arc distance of 56.55 feet to a point in a line which is parallel with the Westerly line of that certain parcel of land described as Parcel One in the Deed to Jacobsen Enterprises which Deed was filed for record in the office of the above said Recorder on April 30, 1963 in Book 6003 of Official Records at page 473, and distant Easterly 64.00 feet when measured at right angles therefrom; thence along said parallel line South 1 deg. 07’ 59” West, 40.89 feet; thence along the arc of a curve to the right with a radius of 87.00 feet, through a central angle of 74 deg. 40’ 15”, an arc distance of 113.38 feet to a point in said Westerly line of lands of Jacobsen Enterprises, distant thereon North 1 deg. 07’ 59” East,

29.08 feet from the Northwest corner of that certain parcel of land shown and designated as Parcel “J” upon the map hereinabove first mentioned; thence along said Westerly line South 1 deg. 07’ 59” West,

29.08 feet to the point of beginning.

APN:224-08-109
21206312.3
EXHIBIT B – FORM OF DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attn: City Manager
SPACE ABOVE THIS LINE FOR RECORDER’S USE
Exempt from recording fee per Govt. Code §27383

GRANT DEED
APN:

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ________, a ________
Hereby GRANT(S) TO
The City of Santa Clara, a California municipal corporation That certain property in County of Santa Clara, State of California, more particularly described as in Exhibit A, attached hereto and by this reference incorporated herein.

Dated: GRANTOR:
____________,
a __________
By:

Title:

Date:
21206312.3

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the deed or grant dated _______________, 200__, from _______, a ____________, to the City of Santa Clara, a municipal corporation, is hereby accepted by order of the City Council by the undersigned officer or agent on behalf of Council, pursuant to authority conferred by Resolution No. ______, of the City of Santa Clara City Council adopted on ____________, 200__, and the Grantee consents to recordation thereof by its duly authorized officer.

Dated: _____________________ CITY OF SANTA CLARA
By: ________________________________
Its: ________________________________
APPROVED AS TO FORM:
_____________________________
City Attorney
21206312.3

EXHIBIT C

PROPERTY INFORMATION
TENANT NAME Suite
Square
Footage
Expiration
Date
02 Creative 940 1,800 8/31/2025
02 Creative 950 1,530 8/31/2025
ARG Tile / Tile & Stone Central 2900-2920 3,615 5/31/2026 FenzTech dba Livcozy Live Commerce 2902 1,610 MTM
Acharya 2904 1,610 MTM
Acharya 2906 1,610 MTM
Sousa's Garage Doors 2908 1,900 4/30/2025
Acharya 2930 1,700 MTM
Total 15,375
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-982 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on Award of Contract for the Lick Mill Blvd Pedestrian Beacon Upgrade and Monroe St - Los Padres Blvd Traffic Signal Modification Project to Sposeto Engineering, Inc. and Related Budget Amendment

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
City Council previously approved a design professional services agreement with Advanced Mobility Group for the Lick Mill Blvd Pedestrian Beacon Upgrade and Monroe St at Los Padres Blvd Traffic Signal Modification Project (Project). The Project consists of two main components. The first upgrades the three existing flashing beacons located along the Lick Mill Boulevard corridor to newer standards. The second component of the project upgrades the traffic signal at Monroe Street and Los Padres Boulevard to provide new left turn arrows for vehicles turning from Monroe Street onto Los Padres Boulevard and includes replacing curb ramps to meet ADA standards (Attachment 1).

DISCUSSION
In October 2024, a competitive Request for Bids (RFB) for construction of the Project was published on the City’s bid notification system, Periscope S2G. The RFB was viewed by over 50 vendors, which included contractors, suppliers, plan rooms, builder exchanges, and more. Beyond the contractors and suppliers who viewed the RFB through the bid system, additional vendors were also able to view the RFB as members of various plan rooms and builder exchanges. In addition, staff also reached out directly to distribute the RFB to contractors and vendors who have previously viewed similar projects in the past.

On October 24, 2024, the bid opening for the Project was held via video conference. Seven bids were received ranging from $108,500 to $728,753. The Bid Summary is included as Attachment 2.

The apparent lowest bidder, Acumen Construction Management (ACM), submitted a bid which looked like a supplier’s proposal and was missing many required documents including the required City bid form. Therefore, the bid submitted by ACM did not meet the minimum bid requirements and was deemed non-responsive. The bid submitted by the second apparent lowest bidder, Sposeto Engineering, Inc., in the amount of $644,666 is the lowest responsive bid at 4.8 percent above the Engineer’s Estimate of $615,200.

Sposeto Engineering, Inc.’s bid was reviewed by the Department of Public Works (DPW) and the City Attorney’s Office for compliance with the terms and conditions of the bid documents and has been determined to be the lowest responsive and responsible bid. Staff recommends awarding the construction contract to Sposeto Engineering, Inc.

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24-982 Agenda Date: 12/3/2024
The award of contract will allow construction to commence in order to complete the improvements during the summer and fall of 2025. The contract includes prevailing wage requirements.

ENVIRONMENTAL REVIEW
This project being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15301(c), “Existing Facilities,” as the activity consists of the repair, maintenance or minor alteration of existing facilities involving no or negligible expansion of the use beyond that presently existing, and specifically includes the repair of existing highways and streets.

FISCAL IMPACT
The approximate cost of the contract is $644,666, plus a 15 percent contingency of $96,700, for any potential change orders for a total not-to-exceed contract amount of $741,366. Staff recognizes the challenges of working with existing underground infrastructure and therefore recommends a 15 percent construction contingency for this project to account for unforeseen conditions that may arise.

Funding for the contract is available in the Lick Mill Pedestrian Beacons Upgrade Project and in the Monroe - Los Padres Traffic Signal Modification Project in the Streets and Highways Capital Fund.

Since the work was bid as a consolidated project under a single construction contract, staff recommends consolidating the funding required for the contract into one project for administration and accounting purposes. The recommended budget amendment reallocates the budget from the Lick Mill Pedestrian Beacons Upgrade Project into the Monroe - Los Padres Traffic Signal Modification Project.

Budget Amendment FY 2024/25
Current Increase/
(Decrease)
Revised
Streets and Highways Capital Fund
Expenditures
Lick Mill Pedestrian Beacons Upgrade
Project
$500,000 ($500,000) $0
Monroe - Los Padres Traffic Signal
Modification Project
$543,182 $500,000 $1,043,182

COORDINATION
This report has been coordinated with the Finance Department, Water & Sewer Utilities 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.

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RECOMMENDATION

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

2. Award the Public Works Contract for the Lick Mill Blvd Pedestrian Beacon Upgrade and Monroe St - Los Padres Blvd Traffic Signal Modification Project to Sposeto Engineering, Inc., the lowest responsive and responsible bidder, in the amount of $644,666 and authorize the City Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project, in final forms approved by the City Attorney;

3. Authorize the City Manager to execute change orders up to approximately 15 percent of the original contract price, or $96,700 for a total project budget not-to-exceed amount of $741,366, in final forms approved by the City Attorney; and

4. Approve the following FY 2024/25 budget amendment in the Streets and Highways Capital Fund to reallocate funding from the Lick Mill Pedestrian Beacons Upgrade Project in the amount of $500,000 to the Monroe - Los Padres Traffic Signal Modification Project (majority affirmative Council votes required).

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

ATTACHMENTS

1. Project Location Map

2. Bid Summary
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LICK MILL BLVD

PEDESTRIAN BEACON UPGRADE

MONROE ST - LOS PADRES BLVD

TRAFFIC SIGNAL MODIFICATION
BAYSHORE FREEWAY (HWY 101) SAN TOMAS EXPRESSWAY

MONTAGUE EXPRESSWAY

GREAT AMERICA PARKWAY
CA HWY 237
U.P.R.R.

MONROE ST.

LOS PADRESBLVD.

LICK MILL BLVD.

TASMAN DR.

LAWRENCE EXPRESSWAY

CITY OF

SAN JOSE

CITY OF

SAN JOSE

CITY OF

SUNNYVALE

CITY OF

SUNNYVALE
SCOTT BLVD.

CENTRAL EXPRESSWAY

EL CAMINO REAL
AGNEW RD.
--~~ -~~~~~ ~~7
·~
I I i
D lJ ~I~~~
ATTACHMENT 1

PROJECT LOCATION MAP

Page 1 of 1 ends

Attachment No. 2
Bid Summary

LICK MILL BLVD PEDESTRIAN BEACON UPGRADE AND
MONROE ST-LOS PADRES BLVD TRAFFIC SIGNAL MODIFICATION (CE 22-23-01) BID SUMMARY Bid Opening Date: October 24, 2024
ENGINEER’S ESTIMATE: $ 615,200.00
Contractor Total Bid ($) Percentage above/below
Engineer’s Estimate
Acumen Construction
Management* $ 108,500.00 70.7 % below
Sposeto Engineering, Inc. $ 644,665.70 4.8% above
Wattis Construction Company, Inc. $ 665,675.00 8.2% above St. Francis Electric LLC $ 686,700.00 11.6% above
Golden Bay Construction, Inc. $ 692,398.50 12.5% above
Guerra Construction Group $ 727,405.00 18.2% above
Phoenix Electric Company** $ 728,752.60 18.5% above
*Bid Deemed Non-Responsive by City
**The amount shown reflects corrections by City pursuant to paragraph 18.C. of Document 00200, Instructions to Bidders, of the specifications due to mathematical discrepancies in the Bid.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-678 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action to Approve a Resolution Establishing a Citywide Payment Acceptance and Processing Fees Policy to Charge Processing Fees and Set Transaction Limits

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara (“City”) accepts payment cards, credit and debit, as a form of payment for most fees at eleven Point of Sale (POS) locations citywide: City Hall Municipal Services, City Hall Permit Center, Police Administration Building, Fire Permits Division, Central Park Library, Mission Branch Library, Northside Branch Library, Community Recreation Center, Youth & Teen Center, Senior Center, and Mission City Memorial Park. In addition to on-site locations, the City also offers customers the following payment methods online for utility bills, business taxes and fees, development related permits, police and fire related permits, recreation classes, and library fees and fines: (1) automatic credit card payment programs (auto-pay), (2) payment cards, and (3) eChecks.

The City also accepts other payment methods, including cash onsite, checks onsite and via mail, and electronic fund transfers directly to City bank accounts.

While payment card transactions have become an increasingly convenient option for customers, these transactions result in additional costs to the City due to the processing fees associated with accepting payment cards. City’s payment processing fees ten years ago (Fiscal Year 2014/15) totaled approximately $1.8 million and increased to approximately $2.2 million in Fiscal Year 2019/20.

For Fiscal Years 2022/23 and 2023/24, payment processing fees totaled $3.9 million and $4.0 million, respectively, with the majority attributed to industrial and commercial utilities customers, followed by development related permit issuances, and business license applications and renewals.

Currently, the City absorbs all payment card and eCheck processing fees, with the exception of direct third-party Police-related parking and alarm online permitting portals pursuant to Adopted Municipal Fee Schedule (Resolution No. 24-9316) and Parks & Recreation activities-related fees pursuant to its Cost Recovery Policy (Resolution No. 22-9082).

DISCUSSION
After observing the increased use of payment cards and eChecks, and the corresponding rise in costs, staff recommends adoption of a citywide Payment Acceptance and Processing Fees Policy (Policy) to mitigate the growing fiscal impact of these costs. Staff analyzed City’s payment card transactions and researched other local public agencies’ practices and policies to formulate a solution to best recover payment processing costs.

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City currently absorbs all payment card and eCheck processing fees charged by merchant services providers and Payment Brands (such as Visa, MasterCard, and American Express) totaling approximately $4.0 million on transactions of approximately $215.1 million in FY 2023/24, as follows:

Table 1: FY 2023/24 Payment Processing Fees
Transaction Type Gross Amount Fee Amount
Utilities: Commercial/Industrial $ 125,496,025 $ 2,906,711 Utilities: Individuals 62,657,503 440,112
Permit Center - Development Related 21,142,148 567,133
Business Tax & License 5,136,856 86,813
Cemetery 624,388 8,653
Police 82,763 1,202
Library (Main) 8,165 240
TOTAL $ 215,147,848 $ 4,010,864
Under the proposed policy, processing fees will be applied on all payments made to the City using payment cards and eCheck with limited exceptions for donations and special events. To further lessen costs associated with this type of transactions, the Policy will establish transaction limits.

This Policy will benefit the City by eliminating approximately $4 million of processing fees per year and maximizing cost recovery. Additionally, it will provide equity to all payment cards and eCheck users and deliver consistency across all departments; and finally, it will help prevent fraud and manage abuses stemming from credit card usage.

Below is a summary of major service areas covered by the recommended Policy:

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Table 2: Recommended Processing Fees Summary
Apply
Processing
Fee?
Transaction Type City Service Examples
YES Utilities Electric, Water, Sewer, Solar,
Storm Drain, Fiber Optic,
Recycling or Refuse
- Residential, Commercial and
Industrial Utility Bills
YES Permit Center /
Development Related
Building Services, Fire Permits,
Planning Services, Public Work
Services
- Building Permits
- Plan Review Fees
- Fire Annual Renewable
Permits
YES Taxes Business License Tax, Transient
Occupancy Tax
- Annual Business Tax
- Monthly/Quarterly Transient
Occupancy Tax
YES General City Payments
Library - Book Sales
- Garbage Tags
Triton Museum Special Permits - Outdoor Events
Miscellaneous Payments - City Property Damage
Parks & Recreation1 - Classes & Activities
- Theater
- Facility Rentals
- Athletic Field Rentals
- Cemetery
Police - Parking Permits1
- Alarm Permits1
- Records
- Fines & Citations
NO Donations Various Services - Help Your Neighbor
NO Parks & Recreation
Payments
Seasonal Events - Art & Wine Festival
Special Events - Movies & Swim
1 Credit card fees are assessed by third-party vendors
utilized to manage classes, rentals, and ticket sales.

Transaction Amount Limits Commercial Resident
Minimum $5 $5
Maximum# $100,000 $7,500
#Maximum transaction limit does not apply to Cemetery and Industrial customers.

The Policy will be implemented in phases to coincide with the City’s deployment of new customer portals and payment systems. Outreach to the community of each effected Municipal Fee area will City of Santa Clara Page 3 of 5 Printed on 11/27/2024
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24-678 Agenda Date: 12/3/2024
start at least 60 days prior to Policy enactment, including but not limited to signage at City POS locations, mailers, bill inserts and notifications on the City’s website on impacted pages with payment instructions and online portal links.

Payment processing fees will be a fixed percentage applied to the total transaction amount, and will be clearly stated and itemized separately as its own charge on all payment receipts. Customers using a payment card or eCheck will be explicitly informed of all fees and offered the option to choose another payment method to avoid processing fees. Processing fees are paid directly to thirdparty merchant services providers, not to the City. Typical fee percentages range between 2.0% -

3.5% for payment cards and 0.15% - 1.0% plus $0.30 - $0.50 per transaction for eChecks.

The City will continue to offer existing payment options with no processing fees, including cash onsite, checks onsite and via mail, and electronic fund transfers directly to City bank accounts.

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

FISCAL IMPACT
Approval and implementation of the Policy will benefit the City an estimated minimum of $4.0 million of cost avoidance annually once fully implemented, with the largest in the Utilities Enterprise Funds ($3.3 million), followed by the Building Development Services Fund ($567,000), and General Fund ($88,000). The processing fee will also be incorporated into the City’s Municipal Fee Schedule.

COORDINATION
This report has been coordinated with the City Attorney’s Office and following departments:

Community Development, Electric Utility, Fire, Information Technology, Library, Parks & Recreation, Police, Public Works, and Water & Sewer Utilities.

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
Approve a Resolution Establishing a Payment Acceptance and Processing Fees Policy.

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

ATTACHMENTS

1. Resolution

2. Payment Acceptance and Processing Fees Policy
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Resolution/Payment Card Policy Page 1 of 1
Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

ESTABLISHING A PAYMENT ACCEPTANCE AND

PROCESSING FEES POLICY
WHEREAS, the City of Santa Clara (the “City”) is a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, the City desires to establish a Payment Acceptance and Processing Fees Policy to, among other things, recover payment transaction processing costs; set transaction limits; and establish processing requirements.

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

1. That the City Council hereby adopts a Payment Acceptance and Processing Fees Policy (attached hereto and incorporated herein by reference).

2. That the City Council authorizes the City Manager, Director of Finance, and the Assistant Director of Finance to implement and administer the Policy.

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

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

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

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Payment Acceptance and Processing Fees Policy
City of Santa Clara, California
Payment Acceptance & Processing Fees Policy
Purpose. The purpose of this Payment Acceptance & Processing Fees Policy (the “Policy”) is to establish requirements for the acceptance and processing of credit/debit card and eCheck payments. The Policy’s purpose is also to comply with Payment Card Industry Data Security Standards (PCI DSS) and National Automated Clearing House Association (NACHA) rules.

Scope. This Policy applies to all City of Santa Clara (the “City”) departments that accept credit or debit cards and eChecks (“Payment Cards & eChecks”) for payment of goods and services. All City employees that process Payment Cards & eChecks transactions or provide support for the cardholder data environment (process, review, reconcile, approve, system support, etc.) are subject to the terms of this Policy.

Cash, paper checks and direct electronic payments to City’s bank accounts are not in scope.

Authority. California Government Code Section 6159(b)(5) authorizes the acceptance of a credit card, debit card, or electronic funds transfer for the payment for services rendered by a city, county, city and county, or other public agency. • In 1985, California passed a law (Civil Code section 1748.1) that prohibited merchants from adding a surcharge on transactions paid by credit card. That law allowed merchants to give customers discounts for paying by cash, check, or debit card, as long as the discount was offered to all customers. The law was challenged and in January 2018 a federal court held that the law could not be enforced as to the businesses which brought that case. (Italian Colors v. Becerra (9th Cir. 2018) 878 F.3d 1165.) The California Attorney General has stated that it will generally apply the Italian Colors decision to merchants that are similarly situated to the Italian Colors plaintiffs.
• Prior to 2013, credit card surcharges were prohibited by payment brands. A 2013 class action lawsuit against VISA and Mastercard resulted in a settlement that allows businesses to pass fees on to customers in the form of a credit card surcharge. The lawsuit has been upheld, and it is legal for merchants to assess a surcharge for credit card fees, subject to state law requirements. • California Code Section 6159(g) provides that cities may impose a fee for the use of a credit card, debit card, or electronic funds transfer so long as the fee does not exceed the city’s cost to accept such payment method and the fee is approved by the city’s governing body.
• The Finance Department shall work with City departments to ensure payment brand rules are followed, including, but not limited to, notifying the payment brands (e.g., VISA, Mastercard, Discover, AMEX, etc.) of the City’s intent to implement transactions fees and disclosing transaction fees to customers.

Authorization. City departments shall contact the Finance Department and complete a New Payment Cards Merchant Request Form for approval to establish a merchant account and accept Payment Cards & eChecks as forms of payment for goods and services. The Finance Department shall review requests from City departments to determine if accepting Payment Cards & eChecks are prudent considering the department’s needs and circumstances. The Finance Department shall provide guidance to City departments considering accepting Payment Cards & eChecks and may offer alternative payment options to departments for whom a merchant account is not suitable. While accepting Payment Cards & eChecks is a convenience for customers, it also entails legal and financial risk for the City and requires substantial compliance activities. Departments should consider the risks and responsibilities associated with accepting Payment Cards & eChecks, as well as Payment Cards & eChecks alternatives, before requesting a merchant account.

Card Association Rules and Regulations. Visa, MasterCard, Discover, and American Express are the only credit/debit cards that may be accepted by the City. Departments are expected to comply with the rules and regulations set forth by each of the card associations in the processing of credit/debit card payments. Each card association’s rules and regulations can be found on their company website. Card associations may impose fines or revoke the privilege of accepting credit cards for not complying with their rules and regulations.

Acceptance and Processing. Payment Cards & eChecks shall be accepted for the sole purpose of processing payment transactions for goods and services provided by the City to the payee. All returns and credits shall be applied only to the Payment Cards used during the original transaction. Cash advances or cash withdrawals are prohibited and shall not be processed.

Payment Cards & eChecks Fees and Limits. The City may assess processing fees (the “Processing Fees”) and impose certain limitations on Payment Cards & eChecks transactions.

Processing Fees and transaction limits shall apply, unless such fees or limits conflict with other City-approved rate or fee schedules, negotiated contracts (e.g., Silicon Valley Power Rate Schedule CB-6), or otherwise prohibited by law. The actual fee charged and the methodology used in calculating the fee shall be determined by the Director of Finance and shall be in accordance with contracts the City has established with its payment processing vendors, if applicable. City contracted third-party payment processing portals may impose separate fees and limits.

Processing fees and transaction limits shall apply to all payments made to the City and municipal fees covered in the Adopted Municipal Fee Schedule, unless otherwise noted; and a summary of major service areas covered by this Policy is as follows:

Apply
Processing
Fee?
Transaction Type City Service Example
YES
Utilities
Electric, Water, Sewer, Solar,
Storm Drain, Fiber Optic,
Recycling or Refuse
- Residential, Commercial
and Industrial Utility Bills
Permit Center /
Development Related
Building Services, Fire Permits,
Planning Services, Public Work
Services
- Building Permits
- Plan Review Fees
- Fire Annual Renewable
Permits
Taxes Business License, Transient
Occupancy Tax
- Annual Business Tax
- Monthly/Quarterly
Transient Occupancy Tax
General City Payments
Library - Book Sales
- Garbage Tags
Triton Museum Special Permits - Outdoor Events
Miscellaneous Payments - Property Damage
Parks & Recreation1
- Classes & Activities
- Theater
- Facility Rentals
- Athletic Field Rentals
- Cemetery
Police
- Parking Permits1
- Alarm Permits1
- Records
- Fines & Citations
NO
Donations Various Services - Help Your Neighbor
Parks & Recreation
Payments
Seasonal Events
Special Events
- Art & Wine Festival
- Movies & Swim
1 Credit card fees are assessed by third-party vendors utilized to manage classes, rentals, and ticket sales.

Transaction Amount Limits Commercial Resident
Minimum $5 $5
Maximum#
$100,000 $7,500
#Maximum transaction limit does not apply to Cemetery and Industrial customers.

This Policy may be implemented for certain departments or transactions and not Citywide at the discretion of the Director of Finance.

Payment Card Industry Data Security Standards. PCI DSS is the global data security standard adopted by the payment card brands for all entities that process, store, or transmit cardholder data. Noncompliance may result in loss of the City’s ability to accept credit cards. To ensure compliance with PCI DSS requirements an annual PCI SelfAssessment Questionnaire shall be completed annually by the Finance and IT Departments. PCI DDS requirements are located at
https://www.pcisecuritystandards.org/.

Payment Card Information Security. All City departments and personnel are subject to and shall comply with the City’s Payment Card Compliance and Processing Policy, including annual training requirements, as well as PCI DSS and payment brand rules, as applicable. Applicable personnel include, but is not limited to, staff that process, handle, transmit, or have access to Payment Cards or payment card information, and related information. Technology implementation shall follow industry guidance, procedures, and rule compliance established by PCI DSS for credit card payments and the National Automated Clearing House Association (NACHA) for electronic payments. Protecting cardholder data is essential and every effort shall be made to protect such information.

Associated Costs. Departments are responsible for all costs associated with the acceptance of Payment Cards & eChecks including costs associated with installation, supplies, and equipment, as well as processing fees. Departments are also responsible for any credit/debit card or eCheck transactions that are disputed and charged back to the City.

Accounting Controls. Cash receipts batches must be closed and reconciled daily. A detailed reconciliation process shall be performed by the Finance Department’s Municipal Services Division. Batches shall be posted into the financial system daily. All batch copies shall be retained for audit purposes.

Contracts. The Finance Department shall establish and administer contracts with vendors for the acceptance and processing of Payment Cards and electronic transfers, including, but not limited to internet payment gateway services and third-party electronic payment processors.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-885 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on a Resolution to Set the Regular Meeting Schedules and Dates for the Bicycle and Pedestrian Advisory Committee for Calendar Year 2025

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
Santa Clara City Charter Section 1003 states that each board and commission shall hold regular meetings as required by the City Code. Santa Clara City Code Section 2.120.030 states that each board or commission shall hold regular meetings at the times and days indicated by a City Council resolution, as may be amended by further resolution.

At the March 22, 2022 City Council meeting, the Council approved Ordinance No. 2043 (Attachment 1), along with changes to the Bicycle and Pedestrian Advisory Committee (BPAC) Policy Guidelines (Attachment 2). These modifications formalized the BPAC to better align with all other City Boards, Commissions, and Committees related to City Charter membership terms and meeting rules. In addition, the revised Policy Guidelines set the dates and time of the BPAC meetings to five per calendar year with each meeting starting at 4:00 p.m.

DISCUSSION
The City publishes an annual calendar of meetings for City Council, Boards, Commissions, and Committees. The purpose of this item is to set regular BPAC Meeting dates for 2025. At the October 28, 2024 BPAC meeting, the BPAC reviewed the meeting schedule for 2025, which includes five meetings to be held at 4:00 p.m. on the fourth Monday in January, March, June, August, and October.

The attached Resolution (Attachment 3) for City Council approval establishes these dates and time for the five regular BPAC meetings that will take place in 2025.

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

FISCAL IMPACT
There are no additional costs to the City other than staff time and expense.

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

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24-885 Agenda Date: 12/3/2024

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

RECOMMENDATION
Adopt a resolution setting the regular meeting schedules and dates for the Bicycle and Pedestrian Advisory Committee for Calendar Year 2025.

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

ATTACHMENTS

1. Ordinance No. 2043

2. BPAC Policy Guidelines

3. Resolution Approving the 2025 BPAC Calendar of Meetings, and Setting the Times and Dates of Regular Meetings
City of Santa Clara Page 2 of 2 Printed on 11/27/2024
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ORDINANCE NO. 2043

AN ORDINANCE OF THE CITY OF SANTA CLARA,

CALIFORNIA, DEFINING THE COMPOSITION OF THE

MEMBERSHIP OF THE BICYCLE AND PEDESTRIAN

ADVISORY COMMITTEE AND THE SCOPE OF THE

BICYCLE AND PEDESTRIAN ADVISORY COMMITTEE'S
JURISDICTION, ADDING A NEW SECTION 2.120.170
("BICYCLE AND PEDESTRIAN ADVISORY COMMITTEE")
AND AMENDING SECTION 2.120.010 ("NAMES,

MEMBERSHIP, QUALIFICATIONS, AND TERMS OF
OFFICE") OF CHAPTER 2.120 ("BOARDS AND
COMMISSIONS") OF TITLE 2 ("ADMINISTRATION AND
PERSONNEL") OF "THE CODE OF THE CITY OF SANT A
CLARA, CALIFORNIA"
BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

WHEREAS, at the May 22, 1991 City Council meeting, the Council approved a Citizens Committee on Bicycles known as the Bicycle Advisory Committee; WHEREAS, at the February 28, 2006 City Council meeting, the Council approved a Policy Statement for the Bicycle Advisory Committee;
WHEREAS, at the March 4, 2014 City Council meeting, the Council approved to change the Committee to the Bicycle and Pedestrian Advisory Committee (BPAC) and related policy guidelines;
WHEREAS, at the September 14, 2020 Governance and Ethics Committee meeting, the Committee directed staff to bring back a recommendation on formalizing the BPAC that reflects the input of both the Committee and BPAC members; WHEREAS, at the January 25, 2021 BPAC meeting, the Committee discussed the responsibilities and unanimously voted in support of amending the City Code to formalize the BPAC;
II
Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

Page 1 of 6 ends

WHEREAS, at the March 29, 2021 Governance and Ethics Committee meeting, the Committee recommended that the City Council consider an Ordinance that clearly sets forth the composition of the membership of the BPAC and the scope of the BPAC's jurisdiction; and,
WHEREAS, at the December 14, 2021 City Council meeting, the Council directed staff to bring back an Ordinance and revised policy guidelines that clearly sets forth the composition of the membership of the BPAC and the scope of the BPAC's jurisdiction.

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

SECTION 1: The Bicycle and Pedestrian Advisory Committee shall consist of nine (9) members until July 1, 2025. Eight (8) members shall not hold any paid or employment in the City Government and one member is a Council Member serving as Chair. All members of the Bicycle and Pedestrian Advisory Committee shall be 18 years of age or older and residents of, or employed within, the City. The Bicycle and Pedestrian Advisory Committee shall have the following powers, functions, and duties:
(a) Act in an advisory capacity to Council on matters pertaining to modifying, expanding, and maintaining the City's public bicycle and pedestrian transportation systems.
(b) Recommend to Council on the priority of bicycle and pedestrian projects for which the City will seek funding under Article 3 of the Transportation Development Act, and other state, federal, and local funding programs.
(c) Review and advise Council on comprehensive bicycle and pedestrian master plans.

Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

Page 2 of 6 ends

(d) Recommend complete streets features be incorporated into relevant transportation projects consistent with the City's Complete Streets policy. (e) Support educational, encouragement, recreational, and cultural activities for bicyclists and pedestrians.

This section shall remain in effect only until July 1, 2025, and as of that date is repealed.

SECTION 2: Changes to the structure of the Bicycle and Pedestrian Advisory Committee membership shall be phased in as follows to achieve seven (7) members by July 1, 2025:
(a) Three (3) members appointed in December of 2019 shall have a term of office expiring on June 30, 2023. Said three (3) vacancies shall be filled by Council appointment.
(b) Two (2) members appointed in December of 2020 will have a term of office expiring on June 30, 2024. Said (2) vacancies shall be filled by Council appointment. (c) Three (3) members appointed in December of 2021 will have a term of office expiring on June 30, 2025. Of the three (3) member positions only two (2) shall be filled by Council appointment.
(d) Any vacancies from whatever cause arising, shall be filled by appointment of the City Council. Such vacancy shall be for the unexpired portion of a term.

This section shall remain in effect only until July 1, 2025, and as of that date is repealed.

SECTION 3: Section 2.120.010 (entitled "Names, membership, qualifications and terms of office") of Chapter 2.120 (entitled "Boards and Commissions") of Title 2 (entitled "Administration and Personnel") of "The Code of the City of Santa Clara, California" ("SCCC") is amended to read as follows:

II
Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

Page 3 of 6 ends

"2.120.010 Names, membership, qualifications and terms of office.

There shall be and there is established within the City the following boards, commissions, and committees:
(a) Planning Commission. (SCCC 2.120.050)
(b) Parks and Recreation Commission. (SCCC 2.120.060)
(c) Civil Service Commission. (SCCC 2.120.070)
(d) Board of Library Trustees. (SCCC 2.120.080)
(e) Historical and Landmarks Commission. (SCCC 2.120.100) (f) Senior Advisory Commission. (SCCC 2.120.110)
(g) Youth Commission. (SCCC 2.120.130)
(h) Cultural Commission. (SCCC 2.120.140)
(i) International Exchange Commission. (SCCC 2.120.150) U) Housing Commission. (SCCC 2.120.160)
(k) Bicycle and Pedestrian Advisory Committee. (SCCC 2.120.170) All members of boards, commissions, and committees, except for members of the Youth Commission and Bicycle and Pedestrian Advisory Committee, shall be 18 years of age or older and residents of the City. All members of boards and commissions established by City Charter (i.e., Planning Commission, Parks and Recreation Commission, Civil Service Commission and Board of Library Trustees) shall also be qualified electors of the City.

SECTION 4: Section 2.120.170 is added to Chapter 2.120 (entitled "Boards and Commissions") of Title 2 (entitled "Administration and Personnel") of "The Code of the City of Santa Clara, California" to read as follows:

Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

Page 4 of 6 ends

"2.120.170 Bicycle and Pedestrian Advisory Committee.

The Bicycle and Pedestrian Advisory Committee shall consist of seven (7) members.

Members shall not hold any paid office or employment in the City. All members of the Bicycle and Pedestrian Advisory Committee shall be 18 years of age or older and residents of, or employed within, the City. The Bicycle and Pedestrian Advisory Committee shall have the following powers, functions, and duties:
(a) Act in an advisory capacity to Council on matters pertaining to modifying , expanding, and maintaining the City's public bicycle and pedestrian transportation systems.
(b) Recommend to Council on the priority of bicycle and pedestrian projects for which the City will seek funding under Article 3 of the Transportation Development Act, and other state, federal, and local funding programs.
(c) Review and advise Council on comprehensive bicycle and pedestrian master plans.
(d) Recommend complete streets features be incorporated into relevant transportation projects consistent with the City's Complete Streets policy. (e) Support educational, encouragement, recreational, and cultural activities for bicyclists and pedestrians.

Effective Date: The ordinance codified in this Section 2.120.170 shall take effect on July 1, 2025."
SECTION 5: Ordinances Repealed. With exception of the provisions protected by the savings clause, all ordinances (or parts of ordinances) in conflict with or inconsistent with this ordinance are hereby repealed.

Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

Page 5 of 6 ends

SECTION 6: Savings clause. The changes provided for in this ordinance shall not affect any offense or act committed or done or any penalty or forfeiture incurred or any right established or accruing before the effective date of this ordinance; nor shall it affect any prosecution, suit or proceeding pending or any judgment rendered prior to the effective date of this ordinance. All fee schedules shall remain in force until superseded by the fee schedules adopted by the City Council.

SECTION 7: Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of "The Charter of the City of Santa Clara, California."
PASSED FOR THE PURPOSE OF PUBLICATION this 22nd day of March, 2022, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

Becker, Chahal, Hardy, Jain, Park, and Watanabe,
and Mayor Gillmor
None
None
None
ATTEST:

NORA PIMENTEL, MM

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference: None
Ordinance/Formalization of Bicycle and Pedestrian Advisory Committee Rev: 09/2019

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Page 1 of 3 ends

BPAC Policy Guidelines – Revision Year 2021
City of Santa Clara
Bicycle and Pedestrian Advisory Committee
Policy Guidelines
The Bicycle Advisory Committee (BAC) was established by the Santa Clara City Council on May 28, 1991. On March 25, 2014 the Bicycle Advisory Committee was changed to the Bicycle and Pedestrian Advisory Committee (BPAC) by the Santa Clara City Council.

Section 1. Purpose
The purpose and responsibilities of the BPAC are described in Section 2.120.170 of the City Code. Its intent shall be to encourage recreational and commuter bicycling and walking in the City by promoting safe, convenient, well-designed facilities, and by evaluating local bicycle and pedestrian related projects.

It is intended that the BPAC shall be an advisory committee to the City Council and nothing herein contained shall be construed as a limitation on the power of the City Council or the administrative staff of the City in their supervision or authority over property or personnel, which are under their jurisdictions.

Section 2. Membership
The BPAC is currently comprised of nine (9) members, which consists of eight (8) regular members and one (1) Chairperson or alternate that is the Mayor or Councilperson designated by City Council.

After June 2025, the BPAC shall be comprised of seven (7) members, which consists of seven (7) regular members. One regular member shall be appointed by the BPAC as Chair.

Representatives from Mission College, the Santa Clara Unified School District and the Silicon Valley Bicycle Coalition are encouraged to be members.

The City of Santa Clara adopted a Code of Ethics and Values to promote and maintain the highest standards of personal and professional conduct in the City’s government.

All members are required to subscribe to this Code, understand how it applies to their specific responsibilities, and practice its core values in their work.

Section 3. Term of Office, Vacancies, and Removal
Members shall serve for a term of four years and until their respective successors are appointed and qualified. The maximum time a member may serve is two consecutive full terms. If an individual is appointed to fill a partial term, they may still serve two additional full terms of office. After a lapse of at least two years, an individual is eligible

Page 2 of 3 ends

BPAC Policy Guidelines – Revision Year 2021
to reapply to serve on the committee and the same application process would apply as for individuals who had never served.

The application process for membership shall be in accordance with the City of Santa Clara Guide for Board, Commissions, and Committee Applicants.

To allow for staggered terms and to phase in the change to seven (7) members:
 Three (3) members appointed in December of 2019 will have a term of office expiring on June 30, 2023. All three (3) vacancies shall be filled  Two (2) members appointed in December of 2020 will have a term of office expiring on June 30, 2024. All two (2) vacancies shall be filled  Three (3) members appointed on December of 2021 will have a term of office expiring on June 30, 2025. Two (2) of three (3) vacancies shall be filled Any vacancies from whatever cause arising, shall be filled by appointment by the City Council. Upon a vacancy occurring leaving an unexpired portion of a term, any appointment to fill such vacancy shall be for the unexpired portion of such term. If a member of a board or commission absents himself/herself from three regular meetings of such board or commission, consecutively, unless with permission of such board or commission expressed in its official minutes, or is convicted of a crime involving moral turpitude, or ceases to be a qualified elector of the City, his/her office shall be vacant and shall be so declared by the City Council.

The members shall be appointed, and shall be subject to removal, by motion of the City Council adopted by at least four affirmative votes.

Section 4. Meetings
The BPAC shall hold meetings on the fourth Monday in January, March, June, August and October at 4:00 p.m. at City Hall. The actual date of meeting can be changed.

Additional meetings can be recommended by a quorum of the committee and approved by the City Manager. All meetings shall be open to the public and notices and agendas shall be posted at City Hall as required by law.

A majority of the members of the BPAC shall constitute a quorum for the transaction of business.

The affirmative or negative vote of a majority of the entire membership shall be necessary for it to take action.

Section 5. Assistance of Staff
The BPAC may utilize City personnel as described in Section 2.120.040 of the City Code. The BPAC’s requests may from time to time be prioritized subject to staff limitations. The City Manager has appointed the Director of Public Works and the Chief of Police or their designees to staff the BPAC.

Page 3 of 3 ends

BPAC Policy Guidelines – Revision Year 2021
Section 6. Amendments
Amendments to the guidelines may be recommended by a quorum of the BPAC membership at any legal BPAC meeting, subject to approval by City Council.

RECOMMENDED FOR ADOPTION by the Bicycle and Pedestrian Advisory Committee this __ day of [MONTH, YEAR].

PASSED AND ADOPTED by the Santa Clara City Council this __ day of [MONTH, YEAR].

RESOLUTION NO.

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE BICYCLE AND PEDESTRIAN ADVISORY
COMMITTEE CALENDAR OF MEETINGS FOR 2025 AND SETTING

THE NUMBER AND START TIME OF BICYCLE AND PEDESTRIAN

ADVISORY COMMITTEE MEETINGS
WHEREAS, Section 2.120.030 of the Santa Clara City Code (“SCCC”) requires City boards and commissions to hold regular meetings at the times and on the days indicated by resolution of the Council;
WHEREAS, at the May 22, 1991 City Council meeting, the council approved a Citizens Committee on Bicycles known as the Bicycle Advisory Committee;
WHEREAS, at the March 25, 2014 City Council meeting, the Council approved to change the Committee to the Bicycle and Pedestrian Advisory Committee (BPAC) and related policy guidelines which included dates and times of the meetings; WHEREAS, at the September 14, 2020 Governance and Ethics Committee meeting, the Committee directed staff to bring back a recommendation on formalizing the BPAC that reflects the input of both the Committee and BPAC members;
WHEREAS, at the January 25, 2021 BPAC meeting, the Committee discussed the responsibilities and unanimously voted in support of amending the City Code to formalize the BPAC;
WHEREAS, at the March 29, 2021 Governance and Ethics Committee meeting, the Committee recommended that the City Council consider an Ordinance that clearly sets forth the composition of the membership of the BPAC and the scope of the BPAC’s jurisdiction; //
//
//
Resolution/Bicycle and Pedestrian Advisory Committee Calendar of Meetings 2025 Page 1 of 3 Rev: 07/27/2023
----
WHEREAS, at the December 14, 2021 City Council meeting, the Council directed staff to bring back an Ordinance and revised policy guidelines that clearly sets forth the composition of the membership of the BPAC and the scope of the BPAC's jurisdiction; and, WHEREAS, at the March 22, 2022 City Council meeting, the Council approved Ordinance No. 2043 that clearly sets forth the composition of the membership of the BPAC and scope of the BPAC’s jurisdiction and revised policy guidelines which sets the dates and times of the BPAC meetings to the fourth Monday in January, March, June, August and October at 4 P.M.

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

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

2. That the City Council herby approves setting the BPAC meeting start time at 4:00 p.m., and establishes five (5) meetings for calendar year 2025, set on the fourth Monday in January, March, June, August and October.

3. That the City Council hereby approves the BPAC Schedule of Meetings for 2025, attached hereto.

4. Effective date. This resolution shall become effective immediately. //
//
//
//
//
//
//
//
Resolution/Bicycle and Pedestrian Advisory Committee Calendar of Meetings 2025 Page 2 of 3 Rev: 07/27/2023

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

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

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Proposed Bicycle and Pedestrian Advisory Committee Meeting Schedule 2025 Resolution/Bicycle and Pedestrian Advisory Committee Calendar of Meetings 2025 Rev: 07/27/2023

Page 3 of 3 ends

BICYCLE AND PEDESTRIAN

ADVISORY COMMITTEE
City Hall – Council Chambers
1500 Warburton Avenue
Santa Clara, CA 95050
Schedule of
Meetings 2025
Regular meetings are typically held on the fourth Monday of the months of January, March, June, August and October, beginning at 4:00 p.m., in the City Hall – Council Chambers.

Meeting Dates
▪ January 27, 2025
▪ March 24, 2025
▪ June 23, 2025
▪ August 25, 2025
▪ October 27, 2025
City of
Santa Clara
The Center of What's Possible
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1032 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Note and File the List of Designated City Employees who are Subject to Post-Employment Restrictions Pursuant to City Code Chapter 2.145

COUNCIL PILLAR
Enhance Community Engagement and Transparency.

BACKGROUND
The Political Reform Act (Cal. Gov. Code §87406.3) places a one-year restriction on the post-service activity of certain high-level local government officials and employees. Local elected officials as well as city managers are bound by the one-year ban on representing any other person, for compensation, by appearing before or communicating with their former agency in an attempt to influence the agency’s decisions in an administrative or legislative action, or any action involving a permit, license, contract, or other transaction. A local agency is allowed to adopt additional postservice restrictions so long as those restrictions are more stringent than those in the state law.

In July 2000, the City Council adopted a final Ordinance that established a new Chapter in the Santa Clara City Code (formerly Santa Clara City Code, Chapter 2.80, renumbered to Chapter 2.145 of the City Code) that established a local Revolving Door prohibition for elected officials and designated employees. This local ordinance is more restrictive than the state law described above in that it expands both the list of employees to whom the restriction applies, and the prohibited post-service activities.

The purpose of this Code provision is (SCCC 2.145.010):
a) To prevent former city officials and designated city employees from using their influence with the city or agency for personal gain.
b) To prevent private for-profit business entities from obtaining a real or perceived unfair advantage in dealing the city or agencies by hiring former city or agency officials and/or designated city employees.
c) To comply with the City “Code of Ethics and Values.” d) To attempt to assure the independent, impartiality and integrity of city and agency officials and designated city employees in making governmental actions and decisions.

For one year immediately following the termination of city, agency or commission office or employment, former city officials, agency officials, commission officials and designated city employees shall not, for compensation (SCCC 2.145.030):
a) Work on any matter which the affected city official or designated city employee previously City of Santa Clara Page 1 of 3 Printed on 11/27/2024
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24-1032 Agenda Date: 12/3/2024
worked on for the city.
b) Represent anyone else before the city council, a city agency, a city commission or staff of the city.
c) Receive any gift or payment in excess of the amount determined from time to time by the Fair Political Practices Commission from any person who was, in any way, involved in or affected by the work of the affected city official or designated city employee.

In this context, “work” shall mean any activity, for which compensation is received from any source, including compensation received as an independent contractor. Work includes the supervision or direction of others performing work, except as provided in SCCC 2.145.050 <https://www.codepublishing.com/CA/SantaClara/> (use of an ethical wall framework). Work for the City or an agency also includes any action of any sort whatsoever taken in one’s official capacity.

Service by a City or an agency official or designated City employee on any type of board, committee, subcommittee or similar body as a representative of the City or agency is deemed to be work for the City or an agency (SCCC 2.145.020(h)). The Santa Clara City Code includes that the following “work” shall not be subject to the prohibitions (SCCC 2.145.040):
a) As an employee or volunteer of a nonprofit organization. b) As an employee of a governmental entity.
c) As an employee pursuant to City Charter 802 which, subject to the civil services provisions of the City Charter, grants authority to the City Manager to make personnel appointments. d) As an independent contractor of the city or agency where it has been determined that it is in the best interest of the city or agency to retain the former affected city official or city employee to provide transitional services.

Santa Clara City Code, Section 2.145.020(e) includes a provision that annually, the City Manager will provide the City Council with a list of designated City classifications that will be subject to the Revolving Door prohibitions. On December 12, 2023, the City Manager brought forward an item to Note and File the List of Designated City Employees for the period of January 1, 2024 - December 31, 2024. This included the positions of City Manager, City Attorney, Chief Operating Officer, Assistant City Manager, Director of Community Development, Assistant City Clerk, Assistant Police Chief, Fire Chief, Chief Electric Utility Officer, Director of Finance, Director of Water & Sewer Utilities, Director of Information Technology, Director of Public Works, Director of Finance, Director of Human Resources, Director of Parks & Recreation, and City Librarian.

DISCUSSION
In an effort to maintain compliance with Santa Clara City Code. Section 2.145.020(e), the City Manager has designated the classifications set forth below as “Designated City Employees” pursuant to SCCC 2.145.020(e). This list has been expanded from the 2024 year to include the classifications of Deputy City Manager, Assistant to the City Manager, and Police Captain. The Mayor and Council are already included, as defined by City Official in section 2.145.020 (b) of the Santa Clara City Code.

List of Designated Classifications City Employees Covered Under City Code Section 2.145.020 (e)
City Manager Fire Chief
City Attorney Director of Human Resources
Chief Operating Officer Director of Information Technology Assistant City Manager City Librarian
Director of Community Development Director of Parks & Recreation Director of Public Works Assistant Police Chief
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24-1032 Agenda Date: 12/3/2024
List of Designated Classifications City Employees Covered Under City Code Section 2.145.020 (e)
City Manager Fire Chief
City Attorney Director of Human Resources
Chief Operating Officer Director of Information Technology Assistant City Manager City Librarian
Director of Community Development Director of Parks & Recreation Director of Public Works Assistant Police Chief
Chief Electric Utility Officer Director of Water & Sewer Utilities Director of Finance Assistant City Clerk
Deputy City Manager Assistant to the City Manager
Police Captain
The list of Designated City Employees will be effective for the calendar period of January 1, 2025 - December 31, 2025.

The Administration will ensure that annual compliance is adhered to by bringing forward the Designated List of classifications that would be subject to Chapter 2.145.020 (e) annually, in December.

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
Establishing an annual list of classifications that would be subject to the Revolving Door prohibitions, as outlined in City Charter, Chapter 2.145 does not have a cost to the City, except for associated staff time in preparation of the agenda materials.

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

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

RECOMMENDATION
Note and File the List of Designated City Employees who shall be subject to post-employment restrictions pursuant to Santa Clara City Code, Chapter 2.145 for the period of January 1, 2025 - December 31, 2025.

Reviewed by: Aracely Azevedo, Director of Human Resources 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
24-1123 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on Delegation of Authority to the City Manager to Negotiate and Execute Amendments to Agreements for Design Professional Services for Silicon Valley Power’s System Capacity Expansion Planning Including Plan Implementation and General Consulting Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara’s Electric Utility, Silicon Valley Power (SVP), has provided dependable electric service for over 125 years. The demand for electric power from SVP’s customers is expected to almost double over the next ten (10) years. During the recent heat wave, SVP reached a new system peak demand of 722 MW in 2024. With the new system expansion projects, and the California Independent System Operator’s transmission line to be constructed by LS Power, SVP is expected to reach a peak of +/-1300 MW by 2030.

The City Council has taken many actions in support of growth as a part of SVP’s System Expansion Plan:
· RTC #20-854: On October 13, 2020, City Council authorized the City Manager to negotiate and execute agreements with (1) five firms (1898 & Co., TRC Solutions, Inc., Electrical Consultants, Inc., AECOM Technical Services, Inc., and Stantec Consulting Services Inc.) in the amount of $3,000,000 per agreement for plan implementation; and (2) five firms (Advisian Worley Group, TRC Solutions, Inc., Leidos Engineering, LLC, Flynn Resource Consultants, Inc. and EN Engineering LLC.) in the amount of $2,000,000 per agreement for general consulting services. The total maximum compensation of these ten agreements is authorized not to exceed $25 million over a five-year period.
· RTC #21-871: On September 28, 2021, City Council accepted SVP’s Three-Year System Growth Plan Strategy. This plan identified $300 million in proposed projects for both near-term and long-term capital improvement projects needed to support anticipated system growth and to replace end-of life equipment for system reliability. · RTC #22-555: On May 13, 2022, City Council authorized the City Manager to execute Amendment No. 1 to the Agreement with AECOM Technical Services Inc. increasing the maximum compensation from $3 million to $11 million to perform program management services for SVP’s System Expansion Plan. This authorization increased the aggregate authorization for the ten agreements to a new aggregate maximum compensation of $33 million.
· RTC #22-166: On October 4, 2022, City Council authorized the City Manager to negotiate and execute amendments to ten agreements with an additional aggregate maximum compensation City of Santa Clara Page 1 of 4 Printed on 11/27/2024
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of $17 million. This authorization increased the aggregate authorization for the ten agreements to a new aggregate maximum compensation of $50 million. · RTC #22-1172: On November 15, 2022, City Council accepted SVP’s System Expansion Plan for the California Independent System Operator’s Transmission Planning Process FY 2023/24.

The purpose of this process is to project SVP’s load growth over the next ten years and apply it to an electric system model to simulate load growth impacts on SVP’s electric system. · RTC #23-104: On May 9, 2023, City Council adopted Resolution #23-9223 regarding the City’s intent to issue tax-exempt electric system bonds for reimbursement of expenditures for certain SVP capital improvement projects including load growth projects and associated equipment and material purchases.
· RTC #23-757: On July 18, 2023, City Council authorized the City Manager to negotiate and execute amendments to the ten agreements with an additional aggregate maximum compensation of $30 million for a new aggregate maximum compensation of $80 million.

When a specific project is identified, staff issues a Call for Proposals that invites these prequalified consultants to submit qualifications and the award is based on factors such as project specific qualifications and experience, staff availability, project approach, proposed scope of services, project schedule and design completion dates.

DISCUSSION
The Capital Improvement Program (CIP) project portfolio managed by SVP currently includes fiftytwo (52) projects with a value of approximately $420 million in FY 2024/25. In addition, SVP has a separate team that focuses on the $400+ million System Expansion Plan that includes the following projects:
· Northern Receiving Station (NRS) Transformer Replacement · Scott Receiving Station (SRS) Rebuild and Replacement · Kiefer Receiving Station (KRS) Rebuild and Replacement · NRS-KRS 115kV Transmission Line
There are a number of additional expansion projects that staff is working on that require engineering services for successful design and delivery. These include:
· Four 60kV reconductor projects
· Breaker replacement projects
· Phase Shifting Transformer project
· Construction of seven substations
· Two additional distribution substation expansions
· Completion of Twenty Year (20) System Expansion Plan
The proposed projects include replacement of aged infrastructures and installation of new facilities which will allow higher internal system capacity and improve system reliability.

To meet the demand for growth in capacity over the next several years and to continue to proactively address aging infrastructure, SVP has a budget of approximately $915 million in the FY 2024/25 and FY 2025/26 Adopted 5-year CIP. As a guideline, approximately 15-20% of capital project costs are associated with engineering services such as design and construction management. To address these engineering costs, staff recommends that the City Council authorize the City Manager to City of Santa Clara Page 2 of 4 Printed on 11/27/2024
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24-1123 Agenda Date: 12/3/2024
negotiate and execute additional amendments to the ten agreements with an additional aggregate compensation of $20 million to allow staff the flexibility of funding agreements as projects are awarded. If approved, the new aggregate authorization for the ten agreements will total a maximum compensation of $100 million.

ENVIRONMENTAL REVIEW
The proposed actions involve the approval of amendments to existing agreements for program and project management services. Any associated capital improvements have been or will be evaluated under the California Environmental Quality Act (“CEQA”). Therefore, the proposed actions do not constitute a “project” within the meaning of CEQA pursuant to section 15061(b)(3) of Title 14 of the California Code of Regulations as it can be seen with certainty that there is no possibility that the proposed approvals will have a significant effect on the environment.

FISCAL IMPACT
Sufficient funds for these amendments are included in the capital budget for each project for Fiscal Year 2024/2025 and 2025/2026. When additional budget is required or new projects are identified, requests will be submitted to the City Council for approval of the project and associated budget.

Where applicable, costs will be recovered through developer contributions including developer deposits and load development fees. It is estimated that approximately 40% - 50% of the project costs will be funded by Load Development Fees or direct development contributions. Also, the system expansion plan projects are primarily funded with bond proceeds. As the System Expansion Plan and design and construction of developer funded substations progress, the costs and timelines will be revised and updated, and budget adjustments will be requested at that time if required.

Funds required for these agreements in future years are subject to budget appropriations and will be incorporated into the budget development process for those years. In the event the authorized budget for a project is insufficient, budgetary actions will be brought forward to the City Council as needed to provide funding for services in advance of authorizing those services.

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

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

RECOMMENDATION

1. Subject to the appropriation of funds and review and approval as to form by the City Attorney, authorize the City Manager to negotiate and execute amendments to the Agreements for Design Professional Services (Master Agreements) for Silicon Valley Power’s System Expansion Plan for an additional aggregate maximum compensation of $20 million for a new aggregate maximum compensation of $100 million funded by the Electric Utility Capital Fund and allocated as SVP may require with (a) 1898 & Co., (b) TRC Solutions, Inc., (c) Electrical Consultants, Inc., (d) AECOM Technical Services, Inc., (e) Stantec Consulting Services Inc., (f) Advisian Worley Group, City of Santa Clara Page 3 of 4 Printed on 11/27/2024
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24-1123 Agenda Date: 12/3/2024
(g) Leidos Engineering, LLC, (h) Flynn Resource Consultants, Inc. and (i) EN Engineering LLC.); and

2. Authorize the City Manager to take any actions as necessary to implement and administer the Master Agreements and to negotiate and execute amendments to those agreements to (a) add or delete services with their scope of services; (b) adjust future rates; and (c) extend the terms of the Master Agreements to complete projects initiated during the authorized term, subject to budget appropriations and approval as to form by the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1127 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action on Resolutions Approving the Cultural Commission, Youth Commission, and Parks & Recreation Commission 2025 Calendar of Meetings

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The City Code states that each board or commission shall hold regular meetings at the times and on the days indicated by resolution of the City Council and are subject to amendment from time to time by Council resolution. Resolution No. 5195 adopted by the City Council in 1987 provided the original schedule for meeting dates and times for the Cultural Commission and the Parks & Recreation Commission. Resolution No. 6047 established the Youth Commission’s regular meeting day, month, and time. By subsequent resolutions of the City Council, the Commissions have updated their schedule of meeting dates and times to meet the specific needs of each commission and the public.

DISCUSSION
The City publishes an annual calendar of meetings for Council, Boards and Commissions. The purpose of this item is to set the 2025 Calendar of Regular Meetings for the Cultural Commission, the Parks & Recreation Commission, and the Youth Commission. To streamline the process, there is one Council report with three (3) separate resolutions for review and approval by Council.

Commissions currently meet by approved resolution on the following schedules:
· According to Council Resolution No. 19-8667, the Cultural Commission meets eleven times per year on the first Monday of each month at 7:00 p.m., except when such day falls on a City holiday. On October 7, 2025, the Cultural Commission recommended that Council approve the proposed Resolution (Attachment 1) and its calendar of meetings for 2025 (Attachment 2). · According to Council Resolution 19-8771, the Youth Commission meets on the second Tuesday of each month from January to May and September to December at 6 p.m. On October 8, 2025, the Youth Commission recommended that Council approve the proposed Resolution (Attachment 3) and its calendar of meetings for 2025 (Attachment 4). · According to Council Resolution No. 20-8918, the Parks & Recreation Commission meets eleven times per year on the third Tuesday of the month at 7:00 p.m. On June 25, 2024, the City Council adopted Resolution No. 24-9337 to change the day of the Commission’s regular City of Santa Clara Page 1 of 2 Printed on 11/27/2024
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24-1127 Agenda Date: 12/3/2024
meetings from the third Tuesday of each month to the second Monday of each month at 7 p.m. to avoid conflict with scheduled City Council meetings. On November 25, 2025, the Parks & Recreation Commission recommended that Council adopt a Resolution (Attachment 5) to set the calendar of meetings for 2025 (Attachment 6).

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

COORDINATION
This report has been coordinated with the City Manager’s Office 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
Adopt Resolutions setting the Parks & Recreation Commission, Cultural Commission, and Youth Commission regular meeting dates for the 2025 calendar year.

Prepared by: Sandy Le, Office Specialist III
Reviewed by: Damon Sparacino, Director, Parks & Recreation Approved by: Jōvan Grogan, City Manager

ATTACHMENTS

1. Proposed Resolution for Cultural Commission Meeting Calendar for 2025

2. Prosed Cultural Commission Meeting Calendar 2025

3. Proposed Resolution for Youth Commission Meeting Calendar for 2025

4. Proposed Youth Commission Meeting Calendar 2025

5. Proposed Resolution for Parks & Recreation Commission Meeting Calendar

6. Proposed Parks and Recreation Commission Meeting Calendar 2025 City of Santa Clara Page 2 of 2 Printed on 11/27/2024
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Resolution/Cultural Commission Calendar of Meetings 2025 Page 1 of 2 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE CULTURAL COMMISSION CALENDAR OF
MEETINGS FOR 2025, SETTING THE NUMBER AND START TIME

OF REGULAR CULTURAL COMMISSION MEETINGS
WHEREAS, Section 2.120.030 of the Santa Clara City Code ("SCCC") requires City boards and commissions to hold regular meetings at the times and on the days indicated by resolution of the Council;
WHEREAS, the City Council in 1987 adopted Resolution No. 5195 to set the original dates and times of the Cultural Commission, and on December 17, 2019 the Council adopted Resolution No. 19-8667 setting the first Monday of the month at 7:00 p.m. as the regular meeting date and time; and
WHEREAS, on December 3, 2024, the Cultural Commission recommended to the City Council its meeting schedule for 2025, which proposes eleven (11) meetings per year (January through December), and a start time of 7:00 p.m.

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

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

2. The City Council hereby approves the Cultural Commission Schedule of Meetings for 2025, attached hereto.

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

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

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

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

Resolution/Cultural Commission Calendar of Meetings 2025 Page 2 of 2 Rev: 7/27/2023
ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Proposed Cultural Commission Meeting Calendar 2025
S:\Attorney\RESOLUTIONS\Form Resolution-City.doc
Cultural Commission
Santa Clara Senior Center
1303 Fremont Street
Santa Clara, CA 95050
Regular meetings are typically held on the first Monday of the month, beginning at 7 p.m., Santa Clara Senior Center Room 205, 1303 Freemont Street.

Meetings may be canceled in the event they fall on a holiday or a quorum cannot be reached.

The City of Santa Clara is conducting the Cultural Commission meetings in a hybrid manner (in- person and a method for the pubic to participate remotely).

January 6, 2025
February 3, 2025
March 3, 2025
April 7, 2025
May 5, 2025
June 2, 2025
July 7, 2025
August 4, 2025
October 6, 2025
November 3, 2025
December 1, 2025
City of
Santa Clara
The Center of What's Possible
Resolution/Youth Commission Calendar of Meetings 2025 Page 1 of 2 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE YOUTH COMMISSION CALENDAR OF
MEETINGS FOR 2025, SETTING THE NUMBER AND START TIME

OF REGULAR YOUTH COMMISSION MEETINGS
WHEREAS, Section 2.120.030 of the Santa Clara City Code ("SCCC") requires City boards and commissions to hold regular meetings at the times and on the days indicated by resolution of the Council;
WHEREAS, the City Council in 1995 adopted Resolution No. 6047 to set the original dates and times of the Youth Commission, and on December 7, 2021 the Council adopted Resolution No. 21-9028 setting the second Tuesday of the month at 6:00 p.m. as the regular meeting date and time; and
WHEREAS, on December 3, 2024, the Youth Commission recommended to the City Council its meeting schedule for 2025, which proposes nine (9) meetings per year (January-May and September-December) and a start time of 6:00 p.m
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

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

2. The City Council hereby approves the Youth Commission Schedule of Meetings for 2025 attached hereto.

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

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

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

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

Resolution/Youth Commission Calendar of Meetings 2025 Page 2 of 2 Rev: 7/27/2023
ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Proposed Youth Commission Meeting Calendar 2025
S:\Attorney\RESOLUTIONS\Form Resolution-City.doc

YOUTH COMMISSION

YOUTH & TEEN CENTER
2446 Cabrillo Avenue
Santa Clara, CA 95051
2025 Youth Commission Schedule of Meetings
Regular meetings are typically held on the second Tuesday of the month, beginning at 6:00 p.m., in accordance with the following schedule:

Meeting Dates
January 14, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
February 11, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
March 11, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
April 8, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
May 13, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
September 9, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
October 14, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
November 18, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
December 9, 2025
(2446 Cabrillo Avenue, Santa Clara, CA 95051)
City of
Santa Clara
The Center of What's Possible
Resolution/Parks & Recreation Commission Calendar of Meetings 2025 Page 1 of 2 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

APPROVING THE PARKS & RECREATION COMMISSION
CALENDAR OF MEETINGS FOR 2025, SETTING THE NUMBER

AND START TIME OF REGULAR PARKS & RECREATION

COMMISSION MEETINGS
WHEREAS, Section 2.120.030 of the Santa Clara City Code ("SCCC") requires City boards and commissions to hold regular meetings at the times and on the days indicated by resolution of the Council;
WHEREAS, the City Council in 1987 adopted Resolution 5195 to set the original dates and times of the Parks & Recreation Commission, and on December 7, 2021 the Council adopted Resolution No. 24-9337 setting the second Monday of the month at 7:00 p.m. as the regular meeting date and time; and
WHEREAS, on December 3, 2024, the Parks & Recreation Commission recommended to the City Council its meeting schedule for 2025, which proposes eleven (11) meetings per year and a start time of 7:00 p.m.

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

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

2. The City Council hereby approves the Parks & Recreation Commission Schedule of Meetings for 2025 attached hereto.

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

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

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

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

Resolution/Parks & Recreation Commission Calendar of Meetings 2025 Page 2 of 2 Rev: 7/27/2023
ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Proposed Parks & Recreation Commission Calendar of Meeting for 2025 S:\Attorney\RESOLUTIONS\Form Resolution-City.doc
Parks & Recreation Commission
Hybrid Meeting
City Hall - Lower Level, East Wing Cafeteria
1500 Warburton Avenue
Santa Clara, CA 95050
And Via Zoom
Schedule of Meetings
January – November 2025
Meeting Dates
Regular meetings are typically held on the second Monday of the month, beginning at 7:00 p.m., in accordance with the following schedule:

January 13
February 10
March 10
April 14
May 12
June 9
July 14
August 11
September 8
October 20
(Indigenous Peoples’ Day, October 13)
November 10
City of
Santa Clara The Center of What's Possible
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1193 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Authorize the Mayor to Sign the Final Version of the Responsible AI Pledge at the upcoming GovAI Coalition Summit

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure.

BACKGROUND
The GovAI Coalition (https://www.sanjoseca.gov/govai) was established in November 2023 to give local government a voice in shaping the future of AI and to ensure that AI development aims to benefit society. The GovAI Coalition is composed of over 1,500 members and over 500 local, state, and federal agencies united in our mission to promote responsible and purposeful AI in the public sector. The City of San Jose is the lead city working with partners to advance nationwide municipal government objectives with respect to AI. The Coalition intends to produce, and has produced, deliverables in a number of areas that make it easier for public agencies to stay aligned with government best practices, receive support from other members, and procure new AI systems with greater transparency from vendors.

The GovAI Coalition is committed to:
· Using AI for social good,
· Ensuring ethical, non-discriminatory, and responsible AI governance, · Promoting vendor accountability,
· Improving government services, and
· Fostering cross-agency collaboration and knowledge sharing.

To achieve these goals, the GovAI Coalition has adopted the following “Guiding Principles for Responsible AI Systems” as a part of its Artificial Intelligence Policy:

1. Human-Centered Design: AI systems are developed and deployed with a human-centered approach that evaluates AI powered services for their impact on the public;

2. Security & Safety: AI systems maintain confidentiality, integrity, and availability through safeguards that prevent unauthorized access and use. Implementation of AI systems is reliable and safe, and minimizes risks to individuals, society, and the environment;

3. Privacy: Privacy is preserved in all AI systems by safeguarding personally identifiable information (PII) and sensitive data from unauthorized access, disclosure, and manipulation;

4. Transparency: The purpose and use of AI systems is proactively communicated and disclosed to the public. An AI system, its data sources, operational model, and policies that govern its use are understandable and documented;

5. Equity: AI systems support equitable outcomes for everyone. Bias in AI systems is effectively City of Santa Clara Page 1 of 3 Printed on 11/27/2024
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24-1193 Agenda Date: 12/3/2024
managed with the intention of reducing harm for anyone impacted by its use;

6. Accountability: Roles and responsibilities govern the deployment and maintenance of AI systems, and human oversight ensures adherence to relevant laws and regulations;

7. Effectiveness: AI systems are reliable, meet their objectives, and deliver precise and dependable outcomes for the utility and contexts in which they are deployed; and

8. Workforce Empowerment: Staff are empowered to use AI in their roles through education, training, and collaborations that promote participation and opportunity.

In January 2024, the City Manager established a citywide AI Employee Engagement Group to research, analyze, and evaluate how generative AI tools impact our work and to develop a City Manager Directive on how we use AI internally. This group consists of individuals from various City departments and has thus far developed a draft AI policy. The engagement group conducted a staff survey to learn more about the existing use of AI in the City, participated with the vendor community including NVIDIA to learn more about AI, attended academic courses, and explored use cases that further citizen engagement and improve City services. In September, the group presented its findings and recommendations to the senior leadership team along with a draft AI policy.

The City’s draft AI policy aims to encourage responsible use of AI in the workplace. Key elements of the City’s AI policy include safeguards on sensitive data and acceptable use of generative AI tools.

The policy includes guiding principles such as transparency, equity, accountability, privacy, security, accuracy and responsible use. Prohibited uses include inputting sensitive data into generative AI tools and relying on fully automated decision making. In addition, user training is also planned and a chatbot on the city’s website is envisioned.

In March 2024, the City’s AI Engagement Group discussed joining the GovAI Coalition and recommended approval of signing an open letter published by the GovAI Coalition in March of 2024.

As a member organization, staff has participated in GovAI meetings. We have taken advantage of resources available via the GovAI coalition and used draft templates as reference to the development of the City’s draft AI policy and guiding principles. The GovAI Coalition is performing valuable work that will benefit all municipalities and set the stage for future development of AI systems for municipal use and guide the use of AI systems in municipal environments. It is important for our City to be a member so our voice can be heard in the decision making process.

DISCUSSION
The GovAI Coalition will be hosting a Summit at the San Jose McEnery Convention Center on December 4-6, 2024. The Summit will culminate in the signing of the Responsible AI Pledge on December 5, 2024. Mayor Lisa Gillmor has been invited by the Office of the Mayor Matt Mahan of the City of San Jose to sign the Responsible AI Pledge.

The Responsible AI Pledge furthers the coalition’s goal to communicate with the vendor community and coalition members as to the coalition’s intent to promote responsible use of AI. The pledge seeks to promote:
· Ethical, non-discriminatory, and responsible AI governance, · Hold vendors accountable to standards set forth by the Coalition, · Improve government services, and
· Foster collaboration and knowledge sharing among various participating organizations.

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24-1193 Agenda Date: 12/3/2024
The pledge, in its current form, lists the coalition’s responsible AI principles. In addition, the pledge implores its signatories to uphold the responsible AI principles and advocate for them, provide resources to participate in ongoing development of GovAI’s activities, adopt an AI policy and incident response plan, implement procurement standards, educate, and train workforce and educate constituents regarding the benefits and risks presented by AI.

City staff, and other coalition members, provided feedback to the City of San Jose on the draft version of the pledge language; concerns regarding potential budget actions necessary to “provide resources” or procurement decisions that did not align with existing city codes were raised with the Coalition. City of San Jose staff has incorporated our feedback into the Pledge language, to make it a commitment of action rather than one of adoption. A copy of the updated pledge document is attached to this report.

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

FISCAL IMPACT
There is no fiscal impact associated with the Pledge itself, apart from staff time.

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

RECOMMENDATION
Authorize the Mayor to sign the final version of the Responsible Artificial Intelligence (AI) Pledge proposed by the GovAI Coalition Summit being held December 4 - 6.

Reviewed by: Gaurav Garg, Director/CIO, Information Technology Department Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. UPDATED GovAI Coalition Responsible AI Pledge
City of Santa Clara Page 3 of 3 Printed on 11/27/2024
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Responsible AI Pledge
GovAI Coalition Summit
Whereas, the GovAI Coalition is composed of representatives from government, industry, and civil society designing responsible and purposeful Artificial Intelligence (AI) for the public good.

Whereas, the GovAI Coalition is committed to:

1. Using AI for social good;

2. Ensuring ethical, non-discriminatory, and responsible AI governance;

3. Promoting vendor accountability;

4. Improving government services; and

5. Fostering cross-agency collaboration and knowledge sharing.

Whereas, the GovAI Coalition’s Responsible AI Principles are:

1. Human-Centered Design: AI systems are developed and deployed with a human-centered approach that evaluates AI powered services for their impact on the public;

3. Privacy: Privacy is preserved in all AI systems by safeguarding personally identifiable information (PII) and sensitive data from unauthorized access, disclosure, and manipulation;

5. Equity: AI systems support equitable outcomes for everyone. Bias in AI systems is effectively managed with the intention of reducing harm for anyone impacted by its use;

6. Accountability: Roles and responsibilities govern the deployment and maintenance of AI systems, and human oversight ensures adherence to relevant laws and regulations;

7. Effectiveness: AI systems are reliable, meet their objectives, and deliver precise and dependable outcomes for the utility and contexts in which they are deployed; and

8. Workforce Empowerment: Staff are empowered to use AI in their roles through education, training, and collaborations that promote participation and opportunity.

Therefore, the following is a list of commitments that I and other government officials are making to promote the responsible and purposeful use of AI for the public good. These voluntary commitments are consistent with existing laws and regulations and are designed to advance the use of AI to enhance resident and staff livelihoods.

As a senior official of a participating agency in the GovAI Coalition, I pledge to:

1. Uphold the GovAI Coalition’s Responsible AI Principles;

2. Advocate for the broader adoption of the Coalition’s Responsible AI Principles across local, regional, state, and national agencies;

3. Provide resources to support the GovAI Coalition’s activities, such as assigning a liaison from my agency to participate in the GovAI Coalition;

4. Propose an AI policy in accordance with the Coalition’s Responsible AI Principles for my agency by December 31st, 2025;

5. Propose an AI Incident Response Plan in accordance with the Coalition’s Responsible AI Principles for my agency by December 31st, 2025;

6. Propose a version of the AI FactSheet that will constitute a requirement in the agency’s acquisition of AI by December 31st, 2025;

7. Disclose my agency’s use of AI with the community;

8. Educate my community about the benefits and risks presented by AI;

9. In the process of educating my community, provide opportunities for community members to inform my agency’s approach to AI;

10. Upskill, educate, train, and support my agency’s staff to use AI to enhance their jobs and improve service delivery; and

11. Share my agency’s AI-related best practices, documentation, use cases, contracts, and learnings with other agencies in the spirit of collaboration.

Name:
__________________________________________________________________________________ Agency:
__________________________________________________________________________________ Date:
_______________________________________________________ Signature:
__________________________________________________________________________________ -
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1035 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Informational Report Regarding Bi-Annual Project Status Report of the GIS Services Program

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure.

BACKGROUND
On October 29, 2019, Arini Geographics was awarded a contract for enterprise GIS consulting services. In approving the contract, the City Council requested a bi-annual status report on GIS services. The contract was awarded as a three-year professional services agreement, with an additional two-year term option. The City has just completed the final year of the contract term on October 31, 2024, and a six-month extension is currently underway. A Request for Proposals (RFP) process for GIS professional services for a service provider and new contract term is in progress.

DISCUSSION
This enterprise information management system is a central tool for fostering collaboration across City departments by unifying data and integrating it with other essential business systems. Through enterprise GIS integrations, City-wide access to current information on parcels, streets, addresses, and ownership is ensured, promoting transparency, trust, and accountability. Additionally, GIS initiatives are designed with the public in mind, offering user-friendly interfaces and interactive maps that enhance engagement and responsiveness to the needs of residents and business owners.

The GIS program consists of two components-Projects and day-to-day operations. The following table provides a status update for each project which is then followed by a narrative summary.

Project Current Reporting
Period Jun 2024 -
Nov 2024
Next Reporting Period Dec 202
May 2025
Stadium Common Operational Picture (COP) Upgrade Completed Employee Web Map Viewer Upgrade infoMap 4.0 Completed
Enterprise GIS Upgrade to ArcGIS 10.9.1 Completed
Public Web Map Viewer Upgrade MapSantaClara Completed
Retired Parcel Document Access via infoMap In Progress Completion Planned
Storm Drain Digital Map Book Update Completion
Planned
Parks and Recreation Asset Enhancement Project Completion Planned
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Public Web Map Viewer Upgrade MapSantaClara Completed
Retired Parcel Document Access via infoMap In Progress Completion Planned
Storm Drain Digital Map Book Update Completion
Planned
Parks and Recreation Asset Enhancement Project Completion Planned
Projects Completed:

Stadium Common Operational Picture (COP) Upgrade: The COP is a comprehensive real-time web-based application providing multi-agency coordination and a shared view of stadium operations.

This upgrade saw the addition of real-time officer tracking and integrated video feeds from Citymanaged drones. The GIS team operates the COP to provide live situational awareness critical to public safety for events at Levi’s Stadium.

Employee Web Map Viewer Upgrade infoMap 4.0: infoMap serves as a vital tool for streamlining access to GIS data layers. This internal web map viewer not only provides convenient web-based accessibility but also integrates essential one-click analysis tools, including generating mailing lists, locating addresses, parcels or creating property reports. This upgrade underscores the significance of preserving this access, ensuring its seamless functionality and efficiency for continued support of City operations.

Enterprise GIS Upgrade to ArcGIS 10.9.1: The Enterprise GIS serves as the central hub for storing, maintaining, and sharing all City-location data. As it is directly integrated with multiple business critical systems, it must be continuously maintained and improved. This upgrade was completed in a seamless manner, minimizing any potential disruption to essential City services. As a result, the enterprise system has increased capacity to deliver data to integrated business systems for asset management and permitting. It provides greater support for mobile map access for field teams, providing faster data services as demand grows due to new integrations and a larger user base.

Moreover, robust failover systems and data redundancy strategies have been implemented to ensure business continuity in the event of unforeseen disruptions in service.

Public Web Map Viewer Upgrade MapSantaClara: MapSantaClara is the City’s public web mapping tool, essential for residents and prospective residents seeking comprehensive location data to create maps, property reports or assist with permitting. This upgrade focused on modernizing this tool to enhance its accessibility, scalability, and user experience, while robust data handling enhances security and system integrity. This initiative boosts public engagement and decisionmaking capabilities and ensures the tool’s adaptability to future technological changes, safeguarding the City’s investment in technology.

Projects currently in progress:

Retired Parcel Document Access via infoMap: This project enables quick location-based access to documents related to current and historical parcels through infoMap, leading to significant City staff productivity gains and better customer service. Per the request of the Community Development Department, integration will be implemented between infoMap and the Electronic Document Management System (Laserfiche) repository where City documents are stored. This integration will provide access to retired parcel documents which reside in Laserfiche but are not available through the City’s online permitting portal.

Planned projects over the next six months:

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Storm Drain Digital Map Book Update: The City’s Storm Drain Digital Network and Map Books, used to manage and maintain the network, has not been updated since 2014. Maintaining storm drains is a critical component of City operations, especially before and during storm events. To prepare and improve the City’s response, the GIS team will update the network by editing the digital network to add in all the changes that have occurred over the last decade. To achieve this, the GIS team will review all available documents describing these improvements and digitally adjust the storm drain network. In addition, printed map books (used by field teams to maintain storm drains and pipes) will be created from the updated digital network. Finally, the improved storm drain system will be integrated into the Enterprise Asset Management program, making for better storm drain maintenance records and management activities.

Parks and Recreation Asset Enhancement Project: This project aims to enhance the operational efficiency and inventory management for the Parks and Recreation Department through strategic integration. It comprises two key components designed to streamline maintenance activities and enrich the asset database.

1. EAM Integration for Parks Maintenance: In collaboration with the Parks Maintenance Division, a preventative daily work order task will be incorporated into the Enterprise Asset Management Application. This integration is pivotal for automating routine maintenance, ensuring the timely execution of work orders, and optimizing resource allocation to maintain park amenities.

2. GIS Inventory Expansion: Over the past year, the City's infrastructure has expanded with the addition of numerous parks and significant upgrades featuring new amenities. These features need to be added to the GIS database so that these assets can be managed more efficiently, and work orders can be generated through Lucity, thereby streamlining operations for the Parks Department. This enhancement will improve planning, management, and enhance public access to information.

Day-to-Day Operations
The Enterprise GIS program enables City operations by consolidating, enriching, maintaining, and sharing hundreds of datasets for various City departments in the central database known as the Enterprise Geospatial Repository (EGR). Currently, the EGR houses over 280 unique geospatial and attribute layers, offering a comprehensive view of the City and its surrounding areas. These layers include diverse datasets, such as pipeline utilities, tree inventories, public safety resources, City facilities, General Plan data, and park assets, among others. The EGR underpins critical functions such as public safety, utility management, community development, parks maintenance, capital projects, and public engagement, with its goals achieved through real-time integrations with City systems and data-sharing partnerships.

Enterprise GIS has transformed day-to-day operations across departments citywide. For instance, infoMap is a crucial tool that almost every city department uses daily, integrating automated workflows to streamline tasks and improve efficiency. Additionally, MapSantaClara empowers the public to interact with City departments-such as filing permits-in an automated manner, saving City departments substantial time and resources. The Common Operating Picture (COP) tool enhances safety by assisting the Police Department through a comprehensive real-time web-based application.

In the Parks & Recreation Department, the GIS program has been instrumental in updating the integration scheme for parks assets and training City personnel to use Lucity map tools effectively, City of Santa Clara Page 3 of 6 Printed on 11/27/2024
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allowing for two-way asset editing. Furthermore, the collection and integration of all the City’s tree GIS data with the Enterprise Asset Management system exemplifies how GIS supports effective asset management and operational efficiency. The Enterprise GIS delivers significant business value by enhancing operational efficiency, improving service delivery, and supporting strategic planning across the City.

Enterprise GIS Basemap: At the heart of the Enterprise Geospatial Repository (EGR) is the Enterprise GIS Basemap, which includes essential data layers forming the foundation of the City’s geospatial information system. These foundational layers offer a wide range of critical information, such as addresses, streets, parcel data, ownership records, general plan and zoning designations, multi-year aerial imagery, and related attributes. These layers are vital to the City's daily operations, supporting activities like building permit processing, field work order management, environmental compliance, sustainability efforts, and key public safety functions, including 911 incident response. By providing robust and accessible geospatial data, the EGR strengthens the City’s efficiency, effectiveness, and its capacity to serve residents and stakeholders.

Statistics and information related to Enterprise GIS activities can be found in the attached updated infographic (Attachment 1).

System Updates and Data: Ongoing critical updates are essential to maintaining the security, functionality, and performance of our systems and are regularly implemented in the areas listed below.

MapSantaClara: A web-based application that provides tailored access and reporting functionality to the public (https://map.santaclaraca.gov). This popular application received over 34,000 visits over the current reporting period offering insights to the public on GIS-related data. It includes custom-built tools to help explore the attributes of each parcel.

Open Data Geospatial Portal: A web-based repository providing public access to GIS datasets, the Open Data Portal benefits the community by providing access to important datasets for mapping, analysis, and reporting (<https://public-gis-missioncity.opendata.arcgis.com/>).

Story Maps: Specialized web-based GIS interactive maps that facilitate information dissemination and increase the level of service to the public, including Development Projects ( <http://santaclaraca.gov/devprojects>) and Live Traffic Cameras ( <http://santaclaraca.gov/trafficcam>). By working with the Communications Team and Community Development Department, the Development Projects application is frequently updated to showcase how the City is growing.

Public Safety: GIS integrations and specialized datasets support both the Police and Fire Departments, with regular updates to maintain accuracy and functionality, including critical map data for the Computer Aided Dispatch (CAD) system and police mobile data computers (MDCs). Recently, a significant update to the CAD map data was completed, ensuring enhanced location accuracy and faster response times. The GIS team also supports GPS functionality in all response vehicles, as well as central command capabilities for managing events at Levi’s Stadium and across the City.

Enterprise Permitting: The integration with the Enterprise Permit Management System enables location validation for over 500,000 existing permit records. This real-time connection ensures that City of Santa Clara Page 4 of 6 Printed on 11/27/2024
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accurate addresses and parcel numbers are readily available for searching and confirming the status of properties where citizens seek permits for construction or modifications to homes and businesses.

By leveraging data stored in the Enterprise Geospatial Repository, all permits are validated, enhancing the accuracy and reliability of critical City records.

Enterprise Asset Management (EAM): The continued expansion of this successful program enhances the City’s record-keeping for maintenance, supports better stewardship of City-owned assets, and drives strategic resource management through mobile applications and dashboards. Due to its operational and maintenance benefits, the asset management and GIS systems have seen widespread adoption. With the recent inclusion of water meters and irrigation valves and the planned integration of the storm drain network, this program now supports work order and asset maintenance for Streets, Water and Sewer, Parks and Recreation, and multiple Engineering teams. Further expanding this integration will allow for seamless assignment of work orders across all City assets, enabling efficient tracking of maintenance activities. This advancement strengthens preventive maintenance initiatives and supports long-term infrastructure lifecycle management.

Regional GIS Collaboration and Coordination: The IT Department works closely with neighboring cities, the County of Santa Clara, and other government agencies to ensure timely data acquisition and regional information sharing. Through an ongoing agreement, the City receives updated highresolution aerial imagery annually, serving as the foundational GIS layer for the City Basemap.

Additionally, building footprints derived from this imagery are integrated into infoMap, the City’s web mapping application, allowing multiple departments to monitor changes in the built environment. This regional collaboration also provides access to high-resolution elevation data, known as LiDAR, which supports above- and below-ground engineering projects. The cost savings from this partnership enable regular data collection, facilitating more informed analysis, inspection, and planning efforts.

Real-Time Business System Integration: Real-time integration of Enterprise GIS data into City business systems through APIs allows departments to rely on up-to-date geographic information. By enabling real-time data sharing and collaboration, Enterprise GIS integration eliminates data silos, ensuring all departments access the most current information. Enterprise GIS is integrated with systems for permitting, Enterprise Asset Management, sewer inspections, and various public safety applications. Through these real-time API connections, the Enterprise GIS program enhances maintenance record-keeping for DPW Engineering, the Streets Division, Water and Sewer, and Parks and Recreation. With GPS-tagged asset data-covering water systems, playgrounds, and boulevard islands-field teams receive automatically generated daily maintenance tasks, log completed work, add notes or concerns, and create new work orders in real-time for unplanned maintenance. This efficient approach to asset management extends to public safety applications, where accuracy and timely information are crucial.

Steady State GIS: Maintained crucial City services by regularly updating the GIS dataset and Lucity EAM system for accurate data management and operational efficiency. This included monthly parcel ownership and address updates to support City planning and emergency services, ongoing maintenance of traffic signs for improved asset management and public safety, and continued support for the PLDA project to ensure reliable information access. Additionally, automated updates to general planning and zoning codes were implemented to increase efficiency, reduce manual errors, and align with the planning departments requirements.

GIS User Group: To facilitate greater communication and direct interaction with City users, the GIS City of Santa Clara Page 5 of 6 Printed on 11/27/2024
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team has established monthly user group meetings. These have yielded results in the form of new data layers being published, data issues being resolved, and fostering greater user engagement.

Meetings have been attended by staff from Community Development, Public Works, Parks and Recreation, and Water and Sewer.

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

FISCAL IMPACT
There is no cost to the City associated with this report other than administrative time and expense.

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

RECOMMENDATION
Note and file the Bi-annual Status Report on the GIS Service Program.

Reviewed by: Gaurav Garg, Director of Information Technology / CIO Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Infographic - Enterprise GIS Program Activity
City of Santa Clara Page 6 of 6 Printed on 11/27/2024
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ENTERPRISE GIS PROGRAM ACTIVITY

CITY OF SANTA CLARA
Search by Address
Create a Report
Print a Map
Search by Parcel
Find an Intersection
Permit Reports
Register a Camera
Other
Search
0 2000
4000
6000
8000
10000
12000
14000
10%
15%
Community Development
Public Safety Water and Sewer
Police
Business System Int.

Streets
Parks and Recreation
Fire
Silicon Valley Power
Citywide
Library
0 200000
400000
600000
800000
1000000
1200000
10%
15%
Enterprise Permitting
Q2
500,000
The integration with the Enterprise
Permit Management System
enables location validation for over
500,000 existing permit records.

December 2024 Informational Report Regarding Bi-Annual Project Status Report of the GIS Services Program Public Utilization of MapSantaClara
Public Safety at Levi’s Stadium
The Common Operational
Picture (COP) is being utilized
for the 2024/25 49ers season to
assist the Santa Clara Police
Department and other first
responders in caring for
residents and visitors during
games. Officers can view a
The COP has capabilities
to support real-time
police officer tracking and
real-time drone
surveillance during
games and events.
infoMap 4.0 Records by Department
infoMap has undergone a major overhaul in the past 6 moths, introducing the streamlined infoMap 4.0 designed for efficiency, stability, and future-proofed for longevity.
10%
15%
Enterprise GIS Upgrade
Q2ArcGIS 10.9.1
The Enterprise GIS serves as the central hub for storing, maintaining, and sharing all city-location data. The
enterprise system has increased capacity to deliver data to integrated business systems used for asset management
and permitting. It provides greater support for mobile map access for field teams, providing faster data services as demand grows due to new integrations and a larger user
base.

Asset & Work Order Management Integration
With GIS as the system of record for the assets,
Enterprise Asset Management focuses on the conditions,
components, work order, and inspections linked to the
assets. New integrations between GIS and Enterprise
Asset Management are enhancing Parks & Recreation
and Streets asset management. Four new feature
classes — City Owned Parking Lots, Streets,
Intersections, and Parkways & Boulevards — have been
created, configured, and deployed.
map of incidents in the stadium down to < 1 inch precision to quickly and accurately respond to disturbances.
( ______ _____,)
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1119 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Water Forces to Install a Backflow Prevention Device at 471 Perry Court.

BACKGROUND
Charter Section 1310 titled Contracts on Public Works states in part “that every contract involving an expenditure of more than one thousand dollars ($1,000.00) for the construction or improvement, (excluding maintenance and repair), of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”

DISCUSSION
Staff believes that the work described below is best performed with City Forces to complete the limited size and scope of work outlined below. The Water Utility has in-house knowledge and trained personnel operating and maintaining water services that can be leveraged to perform this work more economically. Bidding out the work and contracting with a private entity would delay the construction projects. Therefore, staff recommends that the City Council find that City Forces can best perform the installation of the following water services and approve the use of City Forces.

Location: 471 Perry Court
Type of Service: Provide installation services for new public water improvements.

Description of Work: Upgrade existing (1) - 6” fire service with RPDA backflow prevention device
Job Number: 592-1423-80300-7054-(i)30998
Cost Estimate Source of
Revenue:
$ 30,684.14 Customer/Developer Contribution

ENVIRONMENTAL REVIEW
The actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines sections 15302(c) (Class 2 - Replacement or Reconstruction) because they involve the replacement or reconstruction of existing utility systems and/or facilities involving negligible expansion of capacity.

FISCAL IMPACT
The funds to support the staff time for the work detailed in this report are included in the Fiscal Year 2024/25 Adopted Budget. Expenditures will be offset by developer contributions.

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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 beginning the Thursday evening before the Tuesday 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
Approve the use of City Water forces for water utility upgrades at 471 Perry Court based on findings presented that such work can be performed better and more economically by City forces.

Prepared by: Gary Welling, Director of Water and Sewer Utilities 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
24-1206 Agenda Date: 12/3/2024

REPORT TO COUNCIL

SUBJECT
Action to Waive Second Reading and Adopt Ordinance No. 2074 to Approve a Development Agreement Between the City of Santa Clara and Kylli, Inc. for the Property Located at 4995 Patrick Henry Drive and 3005 Democracy Way, Santa Clara

BACKGROUND
At the November 19, 2024 Council meeting, proposed Ordinance No. 2074 was passed for the purpose of publication. Pursuant to City Charter Sections 808 and 812, a summary of proposed Ordinance No. 2074 was published to the Santa Clara Weekly on November 27, 2024, and copies were posted in three public places.

DISCUSSION
The proposed ordinance would adopt the Development Agreement (DA) for the Mission Point Project, a mixed-use redevelopment of a 48.6-acre site located on the south side of Tasman Drive between Old Ironsides Drive to the east, Patrick Henry Drive to the west, and the right-of-way associated with the Hetch Hetchy aqueduct to the south. The Developer, Kylli Inc., would construct 1.8 million square feet of residential uses (up to 1,800 units), 3 million square feet of office/research-and-development, approximately 100,000 square feet of retail, and approximately 10,000 square feet of childcare facilities. A portion of the site could be used for additional residential units (up to 800 more units, for a total of 2,600) with a corresponding reduction of office/research and development uses (by 800,000 square feet). On November 19, the Council approved a General Plan Amendment, Planned Development Rezoning, Vesting Tentative Subdivision Map, and Environmental Impact Report for the Project, and introduced the proposed ordinance.

The term of the Development Agreement is ten years, with up to three five-year extensions. The DA would provide an array of community benefits to the City, including (1) 15% of the units at an average affordability level of 80% AMI (rather than 100%), (2) a minimum 10,000 sf grocery store, (3) a minimum 8,000 sf childcare center, (4) 1.5 acres of parkland with play areas for ages 2-5 and 5-12, (5) a commitment to maintain public parks and trails for at least 40 years, (6) public art with an aggregate value of $5 Million, (7) regional traffic fees worth $3 Million, (8) $3.5 Million in funding for fire station equipment, and (9) designation of the Project Site as the location for sales tax collection purposes.

ENVIRONMENTAL REVIEW
An Environmental Impact Report (EIR) was prepared in accordance with the California Environmental Quality Act (CEQA) and circulated for a 45-day public review between November 17, 2023 and January 2, 2024. A total of eight comments were received during the comment period. Responses to the Draft EIR comments, as well as minor text changes and clarifications, in the form of a Final EIR, were made available to the public through the City’s website on March 13, 2024 and were forwarded City of Santa Clara Page 1 of 2 Printed on 11/27/2024
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on to the commenters on the Draft EIR. With mitigation, the EIR identified less-than-significant impacts for most resource areas, with the exception of air quality and noise, for which the Project would result in significant unavoidable impacts. On November 19, the Council certified the EIR and adopted CEQA Findings and a Mitigation and Monitoring Program as well as a Statement of Overriding Considerations for the unavoidable impacts.

FISCAL IMPACT
There is no fiscal impact to the City other than administrative staff time and expense to prepare this report.

COORDINATION
This report has been coordinated with the Community Development Department.

PUBLIC CONTACT
A summary of proposed Ordinance No. 2074 was published to the Santa Clara Weekly on November 27, 2024, and copies were posted in three public places and made available for public inspection at the City Clerk’s Office.

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
Waive Second Reading and Adopt Ordinance No. 2074 approving a Development Agreement between the City of Santa Clara and Kylli, Inc. for the property located at 4995 Patrick Henry Drive and 3005 Democracy Way, Santa Clara.

Reviewed by: Alexander Abbe, Assistant City Attorney
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Ordinance No. 2074 (Intro)
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Ordinance/ Mission Point Development Agreement Option B Rev: 7/27/2023

Page 1 of 6 ends

ORDINANCE NO. 2074

AN ORDINANCE OF THE CITY OF SANTA CLARA,

CALIFORNIA, APPROVING A DEVELOPMENT

AGREEMENT BETWEEN THE CITY OF SANTA CLARA
AND KYLLI, INC. FOR THE PROPERTY LOCATED AT
4995 PATRICK HENRY DRIVE AND 3005 DEMOCRACY

WAY, SANTA CLARA
SCH#2018072068
PLN2017-12924 (General Plan
Amendment) PLN2018-13400
(Rezoning)
PLN22-00635 (Vesting Tentative Subdivision
Map) PLN21-15387 (Development
Agreement)
Revised Project, “Option B”
WHEREAS, California Government Code Sections 65864 through 65869.51 (“Development Agreement Act”) authorize cities to enter into binding development agreements with owners of real property and these agreements govern the development of the property;
WHEREAS, Kylli, Inc., through its wholly-owned subsidiary Innovation Commons Owner, LLC (“Owner”) has requested that the City of Santa Clara ("City") enter into the type of agreement contemplated by the Development Agreement Act; //
//
//
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WHEREAS, City staff have negotiated and recommended for approval a Development Agreement subject to specific conditions of approval, all attached as Exhibit "Development Agreement for Mission Point – Revised Project", with Owner in connection with the proposed development of up to 4,913,000 gross square feet of new development, including up to 2,600 units (up to 1,800 units in Area D, approximately 1.8 million square feet of residential uses, and up to 800 units in Area C with corresponding reduction in office/research-and-development (“R&D”) uses in Area C), up to three million square feet of office/R&D, approximately 100,000 square feet of retail, and approximately 10,000 square feet of childcare facilities; public right-of-way improvements, and site infrastructure and utilities (“Revised Project”) at 4995 Patrick Henry Drive and 3005 Democracy Way, Santa Clara (“Project Site”); WHEREAS, the Revised Project approvals will include the Environmental Impact Report (“EIR”) for the Mission Point Project; General Plan Amendment from High-Intensity Office/Research and Development (maximum FAR 2.0), to the new Urban Center Mission Point (minimum FAR 1.5) land use designation for Areas “A” and “B” and to the new Urban Center Mixed Use (60 - 250 dwelling units per acre) land use designation for Areas “C” and “D”; Rezoning from High-Intensity Office/Research and Development (“HO-RD”) to Planned Development (“PD”); Vesting Tentative Subdivision Map; and the adoption of this Development Agreement Ordinance (collectively, the “Approvals”); WHEREAS, Santa Clara City Code Section 17.10.120 requires the Planning Commission to hold a public hearing before making a recommendation on the approval of a Development Agreement;
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WHEREAS, on November 6, 2024, the Planning Commission conducted a duly noticed public hearing to consider the proposed Development Agreement, at the conclusion of which, the Planning Commission voted to recommend approval to the City Council; WHEREAS, the City Council has reviewed the Development Agreement for the Revised Project, and has considered all available facts related to the Development Agreement for the Revised Project;
WHEREAS, before considering the Development Agreement, the City Council reviewed and considered the information contained in the DEIR, Final EIR (“FEIR”) (including Attachment 3 to the FEIR analyzing the Revised Project) and Appendix to the FEIR, that combined constitute the EIR for the Project (SCH#2018072068); WHEREAS, notice of the November 19, 2024 public hearing on the proposed Development Agreement was published in the Santa Clara Weekly, a newspaper of general circulation for the City, on November 6, 2024;
WHEREAS, notices of the November 19, 2024 public hearing on the Development Agreement were mailed to all property owners within a quarter mile of the property, according to the most recent assessor’s roll, on November 7, 2024, and to all local agencies expected to provide essential facilities or services to the Project; WHEREAS, on November 19, 2024, the City Council conducted a public hearing to consider the Development Agreement, for the Revised Project and related applications, at which time all interested persons were given an opportunity to give testimony and present evidence, both in favor of and in opposition to the proposed Development Agreement.
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NOW THEREFORE, BE IT ORDAINED BY THE CITY OF SANTA CLARA AS FOLLOWS:

SECTION 1: That the City Council hereby finds and determines that the forgoing recitals are true and correct and by reference makes them a part hereof.

SECTION 2: That the City Council hereby approves the Development Agreement between the City of Santa Clara and Kylli, Inc. for the property located at 4995 Patrick Henry Drive and 3005 Democracy Way (APNs: 104-04-150, 104-04-142, 104-04-143, 104-04-151, 104-04-112, 104-04-113, 104-04-065, 104-04-111, 104-04-064), incorporated by this reference, subject to such minor and clarifying changes consistent with the terms thereof as may be approved by the City Attorney prior to execution thereof.

SECTION 3: Pursuant to Government Code Sections 65867 and 65867.5, the City Council hereby finds that the provisions of the Development Agreement are consistent with the General Plan, in that the proposed project creates a mixed-use development of the scale and character that complements and is supportive of the surrounding uses and existing and planned transit facilities; creates a mixed-use development that maximizes density with accessibility to alternative transportation modes, and integrates pedestrian, bicycle, transit, open space and outdoor uses to encourage active centers. //
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SECTION 4: The City Council hereby finds and determines that the Development Agreement complies with all requirements of Government Code Section 65865.2, in that the Development Agreement specifies the duration of the Agreement (10 years, with three 5 year extension options), lists the permitted uses of the property (residential, commercial, office/research & development, and mixed use), sets the density and intensity of the proposed uses (60 to 250 dwelling units per acre with up to 3.1 Million square feet of nonresidential development), sets the maximum height and size of the proposed buildings (192 feet, as depicted on the Exhibit “PD Development Plans - Revised Project” to Resolution No. 24-9398) and includes provisions for the dedication of land for public purposes (up to 7.6 acres).

SECTION 5: The City Manager and/or his designee is hereby authorized and directed to perform all acts to be performed by the City in the administration of the Development Agreement pursuant to the terms of the Development Agreement, including but not limited to conducting annual reviews of compliance as specified therein. The City Manager or designee is further authorized and directed to perform all other acts, enter into all other agreements, and execute all other documents necessary or convenient to carry out the purposes of this Ordinance and the Development Agreement.

SECTION 6: Except as specifically set forth herein, this Ordinance suspends and supersedes all conflicting resolutions, ordinances, plans, codes, laws, and regulations. //
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SECTION 7: This Ordinance shall not be codified in the Santa Clara City Code.

SECTION 8 : Effective date. This ordinance shall take effect thirty (30) days after its final adoption; however, prior to its final adoption it shall be published in accordance with the requirements of Section 808 and 812 of “The Charter of the City of Santa Clara, California.”
PASSED FOR THE PURPOSE OF PUBLICATION this 19TH DAY OF NOVEMBER, 2024, by the following vote:

AYES: COUNCILORS: Becker, Chahal, Hardy, Jain, Park and Watanabe, and Mayor Gillmor
NOES: COUNCILORS: None
ABSENT: COUNCILORS: None
ABSTAINED: COUNCILORS: None
ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Development Agreement for Mission Point – Revised Project

DEVELOPMENT AGREEMENT OPTION B

RECORD WITHOUT FEES
PURSUANT TO GOVERNMENT CODE § 6103

RECORDING REQUESTED BY
AND
WHEN RECORDED MAIL TO:

City of Santa Clara
City Clerk’s Office
1500 Warburton Avenue
Santa Clara, California 95050
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY

DEVELOPMENT AGREEMENT
FOR

MISSION POINT
(MIXED USE)

BETWEEN

THE CITY OF SANTA CLARA,
a chartered California municipal corporation,
AND

INNOVATION COMMONS OWNER LLC,
a Delaware limited liability company
Effective Date *___________

DEVELOPMENT AGREEMENT OPTION B
Development Agreement/Table of Contents/Mission Point Page i of i Rev. 04/28/2023

TABLE OF CONTENTS

1. Term ........................................................................................................................................ 4

2. Development of the Property .................................................................................................. 6

3. Effect of Agreement .............................................................................................................. 10

4. Development Fees, Exactions and Dedications. ................................................................... 11

5. Standard of Review of Permits ............................................................................................. 18

6. Priority .................................................................................................................................. 22

7. Cooperation in Implementation ............................................................................................ 22

8. Periodic Review .................................................................................................................... 22

9. Reimbursements .................................................................................................................... 24

10. Default and Remedies ....................................................................................................... 24

11. Amendment or Termination .............................................................................................. 25

12. Mortgagee Protection: Certain Rights of Cure ................................................................. 26

13. Assignability ..................................................................................................................... 26

14. Controlling Law ................................................................................................................ 28

15. General .............................................................................................................................. 28

16. Termination ....................................................................................................................... 30

17. Notices .............................................................................................................................. 30

18. Developer Independent Contractor ................................................................................... 31

19. Project as a Private Undertaking ....................................................................................... 31

20. Nondiscrimination............................................................................................................. 31

21. Force Majeure ................................................................................................................... 32

22. Operating Memoranda ...................................................................................................... 32

23. Third parties ...................................................................................................................... 32

24. Amendments ..................................................................................................................... 33

25. No Third Party Beneficiary ............................................................................................... 33

26. Dispute Resolution ............................................................................................................ 33

27. Consent ............................................................................................................................. 33

28. Covenant of Good Faith and Fair Dealing ........................................................................ 33

29. Authority to Execute ......................................................................................................... 33

30. Counterparts ...................................................................................................................... 34

EXHIBITS
A. Legal Description & Plat of Property
B. Allocation of Fair Share Traffic Fees
C. Definitions Glossary

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DEVELOPMENT AGREEMENT
FOR

MISSION POINT
(MIXED USE)
This DEVELOPMENT AGREEMENT (“Agreement”), dated for reference purposes as of _____________, 2024 is entered into by and between CITY OF SANTA CLARA (“City”), a chartered California municipal corporation, and INNOVATION COMMONS OWNER LLC, a Delaware limited liability company (“Developer”), (collectively the “Parties”) and is effective on the date set forth in Recital N.

RECITALS
Developer and City enter into this Agreement on the basis of the following facts, understandings and intentions, and the following recitals are a substantive part of this Agreement:

A. Sections 65864 through 65869.5 of the California Government Code authorize the City to establish procedures to enter into binding development agreements with persons having legal or equitable interests in real property located within the City for development of property.

B. “The Code of the City of Santa Clara, California” (“SCCC”) Section 17.10.010 and following, establishes the authority and procedure for review and approval of proposed development agreements.

C. Developer is currently the legal owner of the property (“Property”) governed by this Agreement. The Property consists of nine (9) separate parcels (APNs 104-04-064, 104- 04-065, 104-04-111, 104-04-112, 104-04-113, 104-04-142, 104-04-143, 104-04-150 and 104-04-151) totaling approximately 48.6 acres, as further legally described and depicted in Exhibit A, attached hereto and incorporated by this reference.

D. Developer has submitted the following application(s) to the City (each such application being referenced herein as modified and finally approved by the City Council): (i) a General Plan Amendment to change the use designation of the Property from the existing High-Intensity Office/R&D designation to a newly established designation of Urban Center Mixed Use and Urban Center Mission Point ) (#PLN _____; CEQ ______) (“General Plan Amendment”); (ii) a rezoning of the Property (“Rezoning”) from High Intensity Office/R&D to Planned Development (“PD”) with a Development Plan that includes a Transportation Demand Management Plan (“TDMP”), Affordable Housing Plan (“AHP”) and Parks & Open Space Plan (“POSP”) (#PLN _______, CEQ _______) (collectively, the “Development Plan”); and (iii) a vesting tentative subdivision map to merge and re-subdivide the Property, vacate Democracy Way, including relocation of the underground public improvements (#PLN _______, CEQ______) (“VTM"). The applications in the foregoing subparagraphs D. (i),(ii), and (iii) are collectively referred to as the “Project Approvals”.

E. The Project Approvals would authorize the Developer to redevelop the Property with an infill, mixed-use neighborhood consisting of up to 3 million gross square feet (“gsf”) of

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office/research and development (“R&D”) space, approximately 100,000 gsf of neighborhood retail space, and up to 2,600 multifamily residences by consolidating, on a smaller portion of the Property, the square footage for office/R&D previously assumed in the City’s General Plan (for the former Yahoo! campus) to accommodate new multifamily housing, including affordable housing, public parks and private open space, neighborhood serving services, childcare and retail, Silicon Valley Power (“SVP”) facilities (collectively, the “Project”).

F. The Project components, including but not limited to the proposed buildings, access and parking facilities, landscaping, parks and open space, and infrastructure improvements, and potential development sequencing to ensure necessary infrastructure support for the Project are all more particularly shown in the Development Plan consisting of *____ sheets of plans dated ________ and on file with City (#PLN _______, CEQ _______), the VTM consisting of * _____ sheets of plans dated _______ and on file with the City (#PLN _______, CEQ______), and the applicable conditions of approval, subject of that certain Notice of Conditions of Approval recorded in the Official Records as Document No. _______ (“COAs”) for the Development Plan and VTM, all incorporated herein by reference as if set forth in full. Certain improvements as set forth in the COAs are necessary to provide infrastructure support for the Project.

G. Through this Agreement, the Parties intend to preserve the size and density of development as set forth in the Project Approvals. City and Developer each acknowledge that development and construction of the Project is a large-scale undertaking involving major investments by Developer and City, and assurances that Developer will be allowed to develop and use the Property in accordance with the terms and conditions set forth herein and the existing rules governing development of the Property will benefit both Developer and City.

H. City is willing to enter this Agreement for the reasons enumerated in SCCC Section

17.10.010 to (i) eliminate uncertainty in the comprehensive development planning of large-scale projects in the City, such as the Project; (ii) secure orderly development and fiscal benefits for public services, improvements and facilities planning in the City, including the voluntary, supplementary community benefits offered by the Developer; (iii) meet the goals of the General Plan; and (iv) plan for and concentrate public and private resources for the mutual benefit of both Developer and City.

I. Developer acknowledges and recognizes that material inducements for the City to enter into this Agreement include opportunities to:
i. Support the City’s North Santa Clara planning effort by converting an underutilized 48.6-acre site, primarily used as a surface parking lot, to a pedestrian-oriented, high-intensity and high-density mixed-use development that is sustainable and inclusive by design, with a range of building types, connections between people, places, and open space; ii. Broaden the housing supply and business opportunities in North Santa Clara through development of a human-centric, interconnected urban

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neighborhood that provides a diverse and complementary mix of residential, commercial, retail and community uses with up to 3 million gsf of office/research and development (“R&D”) space, approximately 100,000 gsf of neighborhood retail space, approximately 10,000 sf childcare and up to 2,600 multifamily residences;
iii. Promote an active pedestrian realm with continuous access to at-grade, podium-level, and rooftop private open space and at-grade public parks with flexible programming that will add substantial public park area and private open space to North Santa Clara;
iv. Promote and support local, regional, and State of California (State) mobility and greenhouse gas reduction objectives to reduce vehicle miles traveled and infrastructure costs through infill and mixed-use development in an existing urbanized and transit-rich area;
v. Facilitate ridership of multimodal transportation and minimize vehicular infrastructure, while providing efficient access to sufficient and flexible parking that meets current and future demand;
vi. Meet and exceed the City’s Affordable Housing Ordinance and Inclusionary Zoning requirements; and
vii. Promote and facilitate opportunities for childcare and grocery services in North Santa Clara; and
viii. Provide at least $5 Million, subject to CPI, in voluntary funding towards public art and cultural programing; and
ix. Provide up to $3 Million, subject to CPI, in voluntary funding for the Cityled intersection improvements at Mission College and Great America Parkway.
x. Provide up to $3.5 Million, subject to CPI, in voluntary funding for the City’s purchase of a new ladder truck and fire engine; and xi. Provide for the voluntary allocation of point of sale to secure tax revenues from the construction of the Project for the benefit of the City’s general fund.
b. In addition to the benefits of the Project and the voluntary community benefit contributions by Developer, the Project will also provide for, upgraded utility infrastructure, payment of substantial new development impact fees, school fees, increased property taxes to support public services and facilities and provide opportunities for construction and permanent jobs.

J. City’s willingness to enter into this Agreement is a material inducement to Developer to implement the Project, and Developer proposes to enter this Agreement in order (i) to

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obtain assurances from City that the Property may be developed, constructed, completed and used pursuant to this Agreement, and in accordance with existing policies, rules and regulations of the City, subject to the exceptions and limitations expressed herein and the term of this Agreement; and (ii) to provide for a coordinated and systematic approach to funding the cost of certain public improvements and facilities planned by the City, and to establish the timing and extent of contributions required from Developer for these purposes.

K. Developer requested City enter into this Agreement, and proceedings have been taken in accordance with State law, as set forth below.

L. On *__________, _______, and _________, City’s Planning Commission held a duly noticed public hearings on the Project, where following public testimony, the Planning Commission by adoption of Resolutions *_____, ____, ______, and ______ recommended that the City Council (i) approve and certify the Final Environmental Impact Report (“EIR”) pursuant to the California Environmental Quality Act (“CEQA”), making findings with respect thereto, adopting a Mitigation Monitoring and Reporting Plan (“MMRP”), and adopting a Statement of Overriding Considerations (“SOC”); (ii) approve the General Plan Amendment; (iii) approve the Rezoning and Development Plan, including TDMP and AHP, subject to COAs; (iv) approve the VTM, subject to COAs; and (v) approve this Agreement.

M. On *__________, the City Council held a duly noticed public hearing on the Project, where following public testimony, the City Council, by adoption of Resolutions * ____, ___, ____ and ____ (i) approved and certified the EIR pursuant to CEQA, making findings with respect thereto and adopting a MMRP and SOC; (ii) approved the General Plan Amendment; (iii) approved the Rezoning and Development Plan, including TDMP and AHP, subject to COAs; (iv) approved the VTM, subject to COAs; and introduced Ordinance No. *__________, approving this Agreement.

N. On *__________, the City Council adopted Ordinances Nos. *__________ and _______, rezoning the property and approving the Development Plan, and enacting this Agreement, and the Ordinances became effective thirty (30) days later on *__________ (“Effective Date”).

AGREEMENT
NOW, THEREFORE, pursuant to the authority contained in California Government Code Section 65864 and following, and SCCC Section 17.10.010 and following, and in consideration of the mutual representations, covenants and promises of the Parties, the Parties hereto agree as follows below. A glossary of defined terms in this Agreement is provided in Exhibit C.

1. TERM

1.1 Effective Date. The term (“Term”) of this Agreement shall commence on the Effective Date (set forth above) and shall continue for a period of ten (10) years after the Effective Date, unless sooner terminated or extended as hereinafter provided.

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1.2 Term Extensions. Notwithstanding the provisions of Section 1.1 the Term may be extended as follows and each such extension shall be documented by Operating Memoranda pursuant to Section 22.1:
a. First Extension. If either of the following (a)(i) [First Extension Performance Option] or (a)(ii) [First Extension Payment Option], below occur then the Term of this Agreement may, at the request of the Developer, be extended by an additional five (5) years for a total Term of fifteen (15) years:
(i) First Extension Performance Option: a building permit(s) (“Building Permit”) has been issued for a residential building within the Project containing at least ninety (90) units for Very Low Income Households prior to January 15, 2031 and at least two and one half (2.5) acres or more of public or private parks or trail improvements on the Property have been approved and either completed or subject to a binding public improvement agreement and secured by financial security acceptable to the City (e.g., performance bonds), and at least one of the following (A) or (B) has occurred:
(A) Developer satisfies the obligations in Section 4.16 related to delivery of a Grocery Store or an Approved Grocery Alternative (“Grocery Performance Milestone”); or
(B) Developer satisfies the obligations in Section 4.17 related to delivery of Childcare Facility or an Approved Childcare Alternative (“Childcare Performance Milestone”).
(ii) First Extension Payment Option. Developer pays to the City an amount of one dollar ($1.00), as adjusted by CPI from the Effective Date, for all remaining maximum allowed square feet of the Project that are not complete or subject to a Building Permit as of the date the First Extension Payment Option is exercised.
b. Second Extension. If, in addition to satisfaction of (a) [First Extension] above, either of the following (b)(i) [Second Extension Performance Option] or (b)(ii) [Second Extension Payment Option], below occur, then the Term of this Agreement may, at the request of the Developer, be extended, by an additional five (5) years for a total Term of twenty (20) years:
(i) Second Extension Performance Option. A Building Permit has been issued for at least one hundred and eighty (180) total affordable units, and at least 5 acres or more of public or private parks or trail improvements on the Property have been approved and either complete or subject to a binding public improvement agreement and secured by financial security acceptable to the City (e.g., performance bonds), and Developer has completed either the Grocery Performance Milestone or the Childcare Performance Milestone as defined in (a)(i).

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(ii) Second Extension Payment Option. Developer pays to the City an amount of one dollar and fifty cents ($1.50), as adjusted by CPI from the Effective Date, for all remaining maximum allowed square feet of the Project that are not complete or subject to a Building Permit as of the date the Second Extension Payment Option is exercised.
c. Third Extension. If, in addition to satisfaction of (a) [First Extension] and (b) [Second Extension], above, either of the following (c)(i) [Third Extension Performance Option] or (c)(ii) [Third Extension Payment Option], below occur, then the Term of this Agreement may, at the request of the Developer, be extended by an additional five (5) years for a total Term of (25) years. (i) Third Extension Performance Option. A Building Permit has been issued for at least two hundred and seventy (270) total affordable units, at least 7.4 acres or more of public or private parks or trail improvements on the Property have been approved and either complete or subject to a binding public improvement agreement and secured by financial security acceptable to the City (e.g., performance bonds), and Developer has completed both the Grocery Performance Milestone and the Childcare Performance Milestone as defined in (a)(i).
(ii) Third Extension Payment Option. Developer pays to the City an amount of two dollars ($2.00), as adjusted by CPI from the Effective Date, for all remaining maximum allowed square feet of the Project that are not complete or subject to a Building Permit as of the date the Third Extension Payment Option is exercised.

1.3 Expiration. Following expiration of the Term or any extension, or if sooner terminated, this Agreement shall have no force and effect, subject, however, to posttermination obligations of Developer and City. The Parties agree that the term of any VTM shall expire and be of no further force or effect upon expiration of this Agreement.

2. DEVELOPMENT OF THE PROPERTY

2.1 Property. The Property that is the subject of this Agreement is that certain real property described in Exhibit A attached hereto. The Parties acknowledge that the VTM is intended to resubdivide the entire Property. Therefore, upon the request of Developer, City agrees to meet and confer with Developer on whether, for ease of future reference, to replace the legal description in Exhibit A with the final legal descriptions shown on the recorded Final Map(s) that describe the entire Property, subject to the City’s confirmation that the Final Maps accurately describe the Property. The determination of whether to replace the legal description in Exhibit A with the final legal descriptions shown on the Final Map(s) shall be made at the City’s sole discretion.

2.2 Binding Covenants. It is intended and agreed that the provisions of this Agreement shall constitute covenants that shall run with the Property, and the benefits and burdens hereof shall bind and inure to all successors in interest to the Parties hereto.

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2.3 Life of Approvals. Pursuant to Government Code section 66452.6(a) and this Agreement, the life of the Project Approvals (defined in Recital D) and all subsequent Project approvals, including but not limited to architectural approval(s) and tree removal permit(s) (each a “Subsequent Project Approval” and collectively with the Project Approvals the “Approvals”) shall automatically be extended to and until the later of the following: (1) the end of the Term of this Agreement; or (2) the end of the term or life of any such Approval. Notwithstanding the foregoing, the Vested Elements secured by Developer under this Agreement shall have a life no greater than the Term of this Agreement, and any extension thereof.

2.4 Vested Elements. The permitted uses of the Property, the maximum density and intensity of use, the maximum heights, locations, numbers and gross square footage of the proposed buildings, the provisions for vehicular access and parking, reservation or dedication of land for public purposes or fees in-lieu thereof, provision for construction of public improvements and/or required fees associated with the Project as provided in, and limited by, the Approvals and this Agreement, shall be vested and are hereby vested and referred to as vested elements (“Vested Elements”). In addition to the foregoing Vested Elements, other terms and conditions of development applicable to the Project are set forth in the following documents as they exist as of the Effective Date:
a. The General Plan of the City of Santa Clara, current as of the Effective Date, the terms and conditions of which are incorporated herein by this reference; b. SCCC, current as of the Effective Date, including the Rezoning; c. The Development Plan, including the TDMP and AHP, and VTM, including the COAs imposed thereon;
d. All other applicable City plans, policies, programs, regulations, ordinances and resolutions of the City in effect as of the Effective Date, which regulate development of the Property and implementation of the Project, and which are not inconsistent with the terms of this Agreement (“Other Regulations”); e. Any permits and/or Subsequent Approvals, including but not limited to additional subdivision maps or lot line adjustments, if any, final maps, site and architectural review, demolition permits, Building Permits, grading permits, and infrastructure improvement plans processed in accordance with the terms of this Agreement Upon approval, each such Subsequent Approval shall be incorporated into this Agreement and vested hereby; and,
f. Proof of availability of sufficient water supply demonstrating the Project’s compliance with Government Code § 66473.7.

2.5 Permitted Uses. The permitted uses for the Property and the Project include the following, all as more particularly described in the Development Plan and all of which must be implemented in accordance with the Approvals and the COAs, and MMRP. The number of residential units and amount of square footage for each use are subject to the Minor Change process as set forth in Section 11.2(b):

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a. Up to 2,600 residential units and related amenity space; b. Up to 3 million gross square feet (“gsf”) of office/R&D and related amenity space, as may be reduced by the Office/R&D – Residential Flex option pursuant to the Development Plan;
c. Approximately 100,000 gsf of neighborhood retail uses; and d. Approximately 10,000 gsf of childcare facilities.

2.6 Present Right to Develop. Subject to Developer’s fulfillment of the provisions of this Agreement, including the Development Plan and COAs, the City hereby grants to Developer the present vested right to develop and construct on the Property all the improvements authorized by, and in accordance with, this Agreement and the Vested Elements. To the extent permitted by law, no future modification (including by lateradopted initiative and/or referendum) of the City’s General Plan, SCCC, ordinances, policies or regulations that purport to (i) limit the rate or timing of development, size of buildings or other improvements (including developable square footage), or amount of development of the portions of the Project to be built; or (ii) impose fees, exactions or conditions upon development, occupancy or use of the Property other than as provided in the Project Approvals and the COAs and MMRP, or pursuant to this Agreement, shall apply to the Property; provided, however, that nothing in this Agreement shall prevent or preclude City from adopting any fees or land use regulations or amendments thereto, expressly permitted herein.

2.7 Timing of Improvements; No Moratoria. Subject to the Project Approvals and this Agreement, Developer shall have the right to develop the Project at such time as Developer deems appropriate subject to Section 2.3 and this Section 2.7 within the exercise of its subjective business judgment. The Parties acknowledge and agree that presently the Developers cannot predict the timing of the Project. Therefore, the Developers have no obligation to develop or construct all or any component of the Project. The timing, sequencing, and phasing of the Project is solely the right and responsibility of Developers in the exercise of their business judgment so long as it is consistent with the Vested Rights and the MMRP. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465 that failure of the Parties therein to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over the Parties' agreement, it is the Parties' intent to cure that deficiency by acknowledging and providing that the Developers shall have the right to develop the Property in such order, at such rate, and at such times as Developers deem appropriate within the exercise of its subjective business judgment and the provisions of this Agreement. No annual (or other) limit, moratoria, or other limitation upon the number of, or pacing of, buildings which may be constructed, or Building Permits which may be obtained, or the like shall apply to the Project.

2.8 Agreement and Comprehensive Plan for Development. The Parties acknowledge that, except as specifically set forth herein, the Project Approvals, the MMRP, and COAs set forth a comprehensive schedule of all development terms and conditions,

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development mitigation measures and fees, special assessments, special taxes, exactions, fees in-lieu, charges and dedications required in the public interest to be contributed, paid or constructed due to development of the Project on the Property. All fees referred to herein, may be subject to an annual increase until paid, but only if such increase is applied equally to similarly situated projects on a City-wide or area-wide basis, and any such annual increase shall be limited in the manner specified in Section 3.

2.9 Design of On-Site and Off-Site Improvements. Development of the Property shall be subject to Architectural Review Process by City pursuant to the policies, regulations and ordinances, including Article 6 of the City Zoning Code entitled “Permit Processing Procedures”, in effect as of the Effective Date, and subject to the Vested Elements, the MMRP, and this Agreement. No such Architectural Review shall, without Developer’s consent, require development of the Property inconsistent with the Vested Elements, or MMRP unless City determines it is necessary to protect against conditions which create a substantial adverse risk to the physical health or safety of residents or users of the Project or the affected surrounding region. The Vested Elements and the MMRP, and all improvement plans prepared in accordance thereof, shall govern the design and scope of all on-site and off-site improvements benefiting or to be constructed on the Property. In no event shall Architectural Review approval by City be conditioned on or require any change in the Vested Elements or the MMRP, without Developer’s consent.

2.10 Development of the Site. In consideration for the City entering into this Agreement, Developer agrees to perform all of its obligations contained in this Agreement in the time and manner set out in this Agreement, the MMRP, the COAs and the Project Approvals.

2.11 Integrated Development. City and Developer acknowledge that the Project is, and shall be considered, an integrated development. It is thus the intention of the Parties that, if construction on one component of the Project is commenced, any additional development of the Property will adhere to this Agreement and the Project Approvals.

However, nothing in this Agreement is intended: (i) to prevent Developer from individually commencing and completing development of any portion of the Project, even if development on other portions thereof has not been commenced and/or completed; (ii) to prevent Developer from independently marketing, selling, renting and/or occupying all, or any portion of, such developed space, pursuant to Section 12, provided that all current obligations under this Agreement and the Development Plan and all infrastructure requirements for the existing developed space have been met; and (iii) to require Developer to develop any portion of the Project (even if development on another portion of the Project has been commenced and/or completed).

2.12 Building Standards. Developer hereby agrees to employ all reasonable efforts such that the Project will be built to LEED Neighborhood Development Silver or equivalent standards, LEED CS Gold or equivalent standards for commercial buildings and LEED NC Silver for residential buildings, all as described in more detail in the Project Approvals.

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3. EFFECT OF AGREEMENT

3.1 Subsequent State or Federal Laws or Regulations. As provided in California Government Code section 65869.5, this Agreement shall not preclude the application to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are required by changes in county, regional, State or federal laws or regulations (“Changes in the Law”). In the event Changes in the Law prevent or preclude compliance with one or more material provisions of this Agreement, Developer may request that such material provisions be modified or suspended, or performance delayed, as may be necessary to comply with Changes in the Law, and City may take such action as it deems necessary to be consistent with the intent of this Agreement.

3.2 Changes to Existing Regulations. Except as otherwise specifically provided, only the following changes to the Vested Elements, including such changes adopted by the electorate through the powers of initiative, or otherwise, shall apply to the development of the Property:
a. Subject to Section 3 herein, Citywide regulations, ordinances, policies, programs, resolutions or fees adopted after the Effective Date that are not in conflict with the Vested Elements and the terms and conditions for development of the Property established by this Agreement, or otherwise applicable regulations existing as of the Effective Date. Changes to the General Plan, SCCC or other regulations shall be deemed to conflict with the approvals and this Agreement (“Conflicting City Law”) if such changes prevent development of the Property in substantial accordance with the Approvals; require significant changes in the development of the Property from what is contemplated by the Approvals; significantly delay, ration or impose a moratorium on development of the Property; or require the issuance of discretionary or nondiscretionary permits or approvals by the City other than those required as of the Effective Date. A fee shall be deemed to conflict with this Agreement if it is an increase in an existing fee by more than the amount permitted pursuant to Section 4 below.
b. Any law, regulation or policy which would otherwise be Conflicting City Law, but through this Agreement or by later separate document, application to the Property has been consented to in writing by the Developer.

3.3 Further Reviews. Developer acknowledges that existing land use regulations, the Vested Elements and this Agreement contemplate the possibility of further reviews of elements or portions of the Project by the City including potential CEQA analysis, if required. Nothing in this Agreement shall be deemed to limit the legal authority of City with respect to these reviews as provided by, and otherwise consistent with, this Agreement and the Vested Elements. In no event shall such further review by City revisit the COAs and Project Approvals or be conditioned on or require any change in the Project except as contemplated by the COAs, the Project Approvals and/or this Agreement.

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3.4 Local Rules. Future development on the Property shall be subject to all the official rules, regulations and policies (collectively “Local Rules”) of the City which govern uses, architectural design, landscaping, public improvements and construction standards, and which are contained in and not inconsistent with the Vested Elements or are in effect as of the Effective Date, with the exception that revisions or amendments to the Local Rules necessitated by reasonable public health or fire and life-safety considerations shall apply as though the rules were in effect as of the Effective Date. Notwithstanding any other provision of this Agreement, and without limitation as to any other exceptions contained in this Agreement, City shall retain the authority to take the following actions, so long as such action is applied on a Citywide basis to similarly situated projects:
a. Adopt and apply property transfer taxes and/or excise taxes; b. Adopt and apply utility charges;
c. Adopt updates to building and/or fire codes;
d. Maintain the right of voters to act by initiative or referendum, but only to the extent that the initiative or referendum does not affect or interfere with any vested rights acquired by the Developer in this Agreement; except that this Agreement itself is subject to referendum; and,
e. Take other actions not expressly prohibited by the terms or provisions of this Agreement.

3.5 Future Exercise of Discretion by City. This Agreement shall not be construed to limit the authority or obligation of City to hold necessary public hearings, or, except as provided herein, to limit discretion of the City or any of its officers or officials with regard to rules, regulations, ordinances or laws which require the exercise of discretion by City or any of its officers or officials. Except as provided herein, this Agreement shall not prevent City from applying new rules, regulations and policies, or from conditioning future Project development approval applications on new rules, regulations and policies that do not conflict with the terms of the Vested Elements or this Agreement.

4. DEVELOPMENT FEES, EXACTIONS AND DEDICATIONS.

4.1 Development Fees, Exactions and Dedications. During the time period between the Effective Date and the time period that is seven (7) years after the Effective Date (such time period, as extended by any delay due to Force Majeure hereinafter the “Development Fee Vested Period”), the types and amounts of fees, special assessments, special taxes, exactions and dedications (collectively “Fees”) payable due to the development, build out, occupancy and use of the Property pursuant to this Agreement shall be exclusively those set forth in the Project Approvals, the COAs and as specified in this Agreement. Notwithstanding any amendments to the Fees or imposition of any new City fees, taxes, special assessments or other exactions during the Development Fee Vested Period, the Fees set forth in this Agreement, the COAs, and Project Approvals shall be the only fees, charges, special assessments, special taxes, dedications and exactions payable to City due to development of the Property during the Development

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Fee Vested Period; provided however that any automatic and generally applicable increases to such Fees occurring during the Development Fee Vested Period pursuant to an ordinance adopted prior to the Development Vested Period shall apply to the Fees.

The defined term “Fees” for this purpose does not include Load Fees adopted by Silicon Valley Power. The Development Fee Vesting Period shall be extended (if still in effect at the time) or reset (if expired at the time) for a period(s) of four (4) years upon the date of City approval of an Architectural Review Permit for any portion of the Project based on whatever Fees are in effect as of the reset date (each a “Development Fee Vesting Locking Period”). Each Development Fee Vesting Locking Period shall be documented by Operating Memoranda pursuant to Section 22.1. After the Development Fee Vesting Period has expired (subject to the Development Fee Vesting Locking Periods noted above), all Fees payable due to the development, build out, occupancy and use of the Property pursuant to this Agreement shall be those Fees, and in the amounts, then in effect so long as such Fee is (i) generally applicable on a city-wide or area-wide basis for similar land uses, and (ii) are not redundant as to the Project of a fee, dedication, program, requirement, or facility that is imposed or required under this Agreement, the COAs, or the Project Approvals. Notwithstanding anything to the contrary herein, if the Developer complies with the requirements of Section 4.8, Art in Public and Private Development Funding, the Project shall not be subject to any public art fee (or similarly titled development fee or special tax adopted for the purposes of increasing the amount of public/publicly accessible art or generating funding for such purpose) adopted by the City as set forth in Section 4.8.

4.2 Processing Fees. Processing fees, including without limitation Building Permit application, processing and inspection fees (“Processing Fees”), may be increased if the increase is applicable Citywide and reflects the reasonable cost to City of performing the administrative processing or other service for which the particular Processing Fee is charged. New Processing Fees may be imposed if the new Processing Fees apply to all similarly situated projects or works within the City and if the application of these Processing Fees to the Property is prospective only. Processing Fees shall be due and payable on an individual project application basis, so that only those fees applying to the actual construction of each portion of the Project shall be paid upon the issuance of the appropriate permits for that portion of the Project. Developer shall pay the costs associated with the planning, processing and environmental review process for the Project, provided that such costs shall be limited to (i) reasonable costs directly associated with the preparation of the EIR; (ii) fees ordinarily charged by City for processing land use applications and permits, provided that such fees and costs are applied to Developer in the same manner as other similarly situated applicants seeking similar land use approvals and are not limited in applicability to the Project or to related uses; and (iii) fees associated with third-party contract permit plan checking, if applicable, above those normally charged by the City. Pursuant to Section 4.3, Developer shall reimburse City for reasonable staff overtime expenses incurred by City in processing review, approval, inspection and completion of the Project provided that such overtime expenses are (a) reasonably necessary for the completion of the Project in accordance with Developer’s schedule; and (b) applied to Developer in the same manner as similarly situated project applicants.

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4.3 Reimbursement to City. Notwithstanding the foregoing limitations on Processing Fees, Developer agrees to reimburse City for expenses over and above Processing Fees paid by Developer as an applicant for reasonable third-party contractual costs incurred by City relating to any expedited processing of entitlements and environmental review related to this Agreement requested by the Developer. Such reimbursement shall be due within sixty (60) days of receipt of an invoice from the City.

4.4 Dedications. Developer shall offer to dedicate to City, upon request by City, all portions of the Property designated in the Project Approvals or Conditions of Approval for public easements, streets or public areas.

4.5 Mitigations. Developer agrees to contribute to the costs of public facilities and services in the amounts set forth in the Project Approvals, MMRP, and COAs as required to mitigate impacts of the development of the Property (“Mitigations”). City and Developer recognize and agree that but for Developer’s contributions to mitigate the impacts arising as a result of the entitlements granted pursuant to this Agreement, City would not and could not approve the development of the Property as provided by this Agreement. City’s approval of development of the Property is in reliance upon, and in consideration of, Developer’s agreement to make contributions toward the cost of public improvements and public services as provided to mitigate the impacts of development of the Property.

4.6 Affordable Housing Provisions. Developer agrees to provide onsite residential units at affordable rents/costs, as set forth in the AHP (set forth in Section 2.11 of the Development Plan). The City’s baseline Inclusionary Housing Policy requires developers of for sale and rental residential developments (including mixed use projects) of ten (10) or more units to provide at least fifteen (15%) percent of their units at rents or prices affordable to extremely low, very low, low and moderate income households, or some combination thereof, as long as the distribution of affordable units average for all rental units does not exceed a maximum of one hundred percent (100%) of area median income or the average for all affordable for-sale rental units does not exceed one hundred percent (100%) AMI, and for the affordable units to be dispersed with the market rate units. Inclusionary units are subject to reduced required fees, and any calculations that result in fractional units pay in-lieu fees. The Project must meet all requirements of the City’s existing Affordable Housing Ordinance and all affordable housing units must be dispersed with the market rate units, unless, upon the request of Developer, an alternate plan is approved by the City Council pursuant to the AHP and existing Affordable Housing Ordinance. When and if the City Council approves an alternative plan pursuant to the AHP, such alternative plan shall be incorporated by reference in this Agreement so long as such alternate plan otherwise complies with this Agreement. In addition, the Developer has voluntarily agreed to meet and exceed this requirement as provided in the AHP by proposing to provide an average affordability of eighty (80%) AMI with no individual affordable rental unit exceeding a maximum of one hundred percent (100%) AMI and no individual affordable for-sale unit exceeding a maximum of one hundred and twenty percent (120%) AMI.

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4.7 Open Space and Parks. Developer acknowledges its obligation to provide parkland, pay a fee in lieu thereof, or a combination of such dedication and fee pursuant to Chapter

17.35 of the City Code. Notwithstanding the preceding provisions of Section 4 or any other provisions in this Agreement to the contrary, the provisions of this Section 4.7 shall exclusively govern the dedication of parkland and payment of fees due in lieu of parkland dedication, and the credits against the amount of such parkland dedication and/or such in lieu fees, with respect to the Project. Said fees shall be assessed per development of the Project’s residential units and shall be paid prior to the issuance of a building permits for vertical construction of residential buildings and the timing of dedication and delivery of parkland shall be as set forth in a park improvement agreement executed between the City and Developer. In addition, the Project will comply with the following with respect to open space and parks as the Project is implemented:
a. Minimum Park and Open Space Improvements. Subject to the City’s formal public park review process, concurrent with issuance of Building Permits resulting in a cumulative of five hundred (500) or more residential units within Area D, the Developer will have completed or entered into a public improvement agreement with the City to complete a minimum of one and a half (1.5) acres or more of public park or private open space improvements with a public access easement that include play areas for children ages 2 to 5 and ages 5 to 12. If any residential is developed on Area C pursuant to the Office/R&D Residential Flex option in the Development Plan, the Developer will also offer to dedicate a minimum of one and a half (1.5) acres of public park land, or private open space area with a public access easement, to the City, with the terms for completion and delivery of improvements to be determined in good faith between the Developer and City through conditions of approval of the Architectural Review Permit and a Park Improvement Agreement to be executed between the City and Developer prior to the issuance of any building permit on Area C. b. Maintenance of Public Parks. The Parties acknowledge that the size and design of the public park is conceptual and will be subject to the City’s process under the Park Ordinance. When a public park is proposed by the Developer, in addition to the park improvement agreement and as a condition of approval, the Developer will enter into a maintenance agreement with the City to maintain the proposed public parks on the Property consistent with City’s standard and typical maintenance standards for a minimum of forty years from dedication (“Public Park Maintenance Period”). The Parties agree that the target maximum annual maintenance cost for the public park, including an annualized reserve for anticipated capital replacement costs during the Public Park Maintenance Period, is one dollar and sixteen cents ($1.16) per square foot of public park, as adjusted by CPI from the Effective Date (the “Target Maximum Public Park Maintenance Cost”). The Target Maximum Public Park Maintenance Cost is intended to cover one hundred percent (100%) of reasonable annual park maintenance and capital replacement during the Public Park Maintenance Period based on current conceptual park designs and assumes private maintenance by Developer as an independent contractor. If at the time the public parks are designed, Developer proposes a design or programmatic elements that result in estimated annual

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maintenance costs that exceed the Target Maximum Public Park Maintenance Cost, the Developer will nevertheless accept responsibility for maintenance of the parks and assume responsibility for one hundred percent (100%) of annual maintenance costs during the Public Park Maintenance Period. If, however, the City requests changes to the park design or programmatic elements proposed by Developer that increase estimated maintenance costs above the Target Maximum Public Park Maintenance Cost, the Parties will meet and confer in good faith on design changes to reduce maintenance costs to at or below the Target Maximum Public Park Maintenance Costs. If the City does not wish to accept design changes that would reduce maintenance costs, the City may instead elect to enter into an agreement with the Developer to reimburse maintenance costs in excess of the Target Maximum Public Park Maintenance Cost for the Public Park Maintenance Period. After the Public Park Maintenance Period, the City will be solely responsible for all public park maintenance and capital replacement costs for any dedicated public park.
c. Maintenance of Public Trails. When a public trail is proposed by the Developer on the Property, in addition to the trail improvement agreement and as a condition of approval, the Developer will enter into a maintenance agreement with the City to maintain the proposed public trail on the Property consistent with City’s standard and typical maintenance standards for a minimum of forty years from dedication (“Public Trail Maintenance Period”). The Parties agree that the target maximum annual maintenance cost for the public trail, including an annualized reserve for anticipated capital replacement costs during the Public Trail Maintenance Period, is one dollar and sixteen cents ($1.16) per square foot of public trail, as adjusted by CPI from the Effective Date (the “Target Maximum Public Trail Maintenance Cost”). The Target Maximum Public Trail Maintenance Cost is intended to cover one hundred percent (100%) of reasonable annual public trail maintenance and capital replacement during the Public Trail Maintenance Period based on current conceptual public trail designs and assumes private maintenance by Developer as an independent contractor.
d. Public Access to Private Open Space. Public access easements will apply to ground level private open space of a public facing nature over which pedestrian, bicycle traffic, or other public use is reasonably anticipated or would provide a convenience, amenity value, and/or help create pedestrian or bicycle connectivity.

Delineation of areas subject to such public access easements will be determined at the time of Architectural Design Review approval for each Project phase or subphase that includes ground level private open space improvements. Areas subject to access easements are anticipated to consist of privately-owned sidewalks, pedestrian plazas, parks, bike lanes, streets, and landscaped areas directly adjacent to public parks or rights of way. Upon completion of each phase of applicable private open space in the Project, Developer to provide a public access easement over the applicable areas with either 24/7 access, or other reasonable hours as appropriate depending on the location, to be recorded prior to the applicable certificate of occupancy. The City shall not be responsible for any maintenance costs for the public access easement areas.

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4.8 Art in Public and Private Development Funding. Parties agree that art in public and private development has come to be an essential element in placemaking, social practice, and the creation of vibrant and economically successful communities. As such, the Developer agrees to invest an aggregate (reasonable hard and soft third party costs for processing, design, construction and installation) minimum amount of five million dollars ($5,000,000), as adjusted by CPI, in original art features within the Project (“Public Art Funding”). These features must be publicly visible and/or accessible and may include, but are not limited to: sculptures, murals, exhibition or performance spaces and functional art such as decorative benches, bike racks or other architectural design features that are commissioned original pieces of art approved by the City. Placemaking activities such as temporary art installations or cultural arts programming that the general public can participate in are also considered acceptable uses of the Public Art Funding. All projects to be supported by the Public Art Funding shall be submitted to the City with a maintenance plan for approval. The Developer shall spend , or place in an escrow held by the City, at least Three Million Dollars ($3,000,000), adjusted by CPI, of the Public Art Funding prior to the exercise of First Extension of the Term of this Agreement, and at least the full amount of the Public Art Funding prior to the exercise of the Second Extension of the Term. If the requirement in the preceding sentence is satisfied, the Project shall not be subject to any new public art fee or similar public arts requirements adopted by the City for the longer of the full Term of this Agreement or through completion of the Project. Any escrowed funds shall remain in an earmarked account for use on the Project until five (5) years after termination of this Agreement. After that time, any unspent funds remaining in escrow will be available to the City for any public art purpose within the City in the City’s sole discretion. The obligations of this Section 4.8 shall survive termination of this Agreement.

4.9 Local Transportation Improvements; Fair Share Traffic Fees. In addition to all applicable traffic impact fees pursuant to Santa Clara Code Section 17.15.330, Developer agrees to the total sum of up to Six Million One Hundred Thousand Sixty Two Thousand Three Hundred and Ninety Six Dollars ($6,162,396) (“Fair Share Traffic Fees”) payable to the City to mitigate the Project’s contributions to certain local and regional intersection improvements identified in the EIR and further specified and allocated in Exhibit B (“Allocation of Fair Share Traffic Fees”). The Fair Share Traffic Fees shall be payable at the times and in the amounts shown on Allocation of Fair Share Traffic Fees. At the Developer’s option, Developer may pay Fair Share Traffic Fees in cash when due, or by use of a bond or letter of credit, to be credited proportionately to such intersection improvement or otherwise subject to the provisions of this Section 4.9. In the event the City permits the Developer to build any local transportation improvements over and above the Project’s fair share, Developer shall be entitled to reimbursement from traffic fees paid to City by properties not associated with the Project and which benefit from the improvements over and above the Project’s fair share when those properties develop.

4.10 Sewer Connection Fee. If the City should adopt an ordinance subsequent to the Effective Date of this Agreement that permits reduced Sewer Connection Fees as a result of onsite conservation measures, the Developer may apply for consideration of such reductions toward the Sewer Connection Fees paid on behalf of the Project. Applications may be filed for any portion of the Project, if that portion of the Project has a minimum

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of one year of ninety percent (90%) occupancy prior to receipt of the application by the City.

4.11 Vacation of Democracy Way. The City agrees to approve the vacation of Democracy Way as shown in the VTM and may utilize any applicable procedure permissible under the City Charter and/or the SCCC to effectuate the vacation of the street right of way easement, including all required relocation of public utilities (the “Street Easement Vacation”). The Street Easement Vacation is subject to the reservation of a public utility easement therein until the relocation of all required public utilities existing within Democracy Way as of the Effective Date (“Existing Public Utilities”).

Developer shall, at its cost, relocate or cause to be relocated all Existing Public Utilities (“Relocation Work”). Promptly following the completion of such Relocation Work, the City shall vacate the reserved public utility easement within the Vacated Street Area pursuant to the summary vacation procedures set forth in Streets and Highways Code Section 8300 et seq. When the Developer commences the Relocation Work, the City will, promptly upon receipt of a written request to do so from Developer and at the Developer’s cost, prepare an appraisal of the fair market value of the street right of way easement by a qualified appraiser (“ROW Appraisal”). The Developer will have the right to review the qualifications and scope of work for the Appraisal prior to its preparation, and the City shall consider and address any reasonable objections of the Developer in good faith. The Developer shall pay to the City the fair market value established by the ROW Appraisal (“FMV”), minus the actual and reasonable soft and hard costs of the Relocation Work (“Relocation Costs”). Developer will pay to the City the amount (if any) that the FMV exceeds the Relocation Costs. If, however, the Relocation Costs exceed the FMV, no amount will be due to either Party. The Street Easement Vacation and any payment due to the City under this Section 4.11 shall be completed prior to the recordation of a Final Map for either Area A or Area B (whichever is earlier), as depicted on the VTM. The Parties acknowledge that this process may take several years to complete, and that the City will commence this process only upon the written request of the Developer and execution of a reimbursement agreement for the City’s actual, reasonable costs related to implementation of this Section 4.11.

4.12 Utility Improvements. Developer shall, at its cost, upgrade existing public utilities per the infrastructure delivery plan set forth in the Project Approvals. Developer shall be entitled to reimbursement for any upsizing of public utilities to serve connections from properties not associated with the Project.

4.13 SVP Facilities. Special facilities may be required for the provision of electric service to the Project. Developer agrees to fulfill its commitments to SVP pursuant to the COAs and, if required, a separate agreement to be entered with SVP.

4.14 Transportation Services. Developer agrees to implement the Transportation Demand Management Plan, as set forth in Section 2.10 of the Development Plan, in order to facilitate the usage of multi-modal transit in cooperation with the City, other public agencies, and other local business interests.

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4.15 Point of Sale for Project Construction. The Developer agrees to, prior to issuance of Building Permits, to the extent allowed by law, to require all persons and entities providing materials to be used in connection with the construction and development of, or incorporated into, the Project, including by way of illustration but not limitation bulk lumber, concrete, structural steel, roof trusses and other pre- fabricated building components, to (a) obtain a use tax direct payment permit; (b) elect to obtain a subcontractor permit for the job site of a contract valued at Five Million Dollars ($5,000,000) or more; or (c) otherwise designate the Property as the place of use of material used in the construction of the Project and the place of sale of all fixtures installed in and/or furnished in order to have the local portion of the sales and use tax distributed directly to City instead of through the county-wide pool. Developer shall instruct its general contractor(s) to, and shall cause such general contractor(s) to instruct its/their subcontractors to, cooperate with City or City’s consultant to ensure the local sales/use tax derived from construction of the Project is allocated to City to the fullest extent possible and to the extent allowed by law. This Section 4.15 shall not apply to tenants who perform their own tenant improvement work. To assist City or City’s consultant in its efforts to ensure that such local sales/use tax is so allocated to City, Developer shall on an annual basis, or as frequently as quarterly upon City’s or City’s consultant request, provide City or City’s consultant with such information as shall be reasonably requested by City or City’s consultant regarding subcontractors working on the Project with contracts in excess of the amount set forth above, including a description of all applicable work and materials and the dollar value of such subcontracts, and, if applicable, evidence of their designation, such as approvals or applications for the direct payment permit, of City as the place of use of such work and materials. City or City’s consultant may use such information to contact each subcontractor who may qualify for local allocation of use taxes to City. The City’s sole and exclusive remedy for any failure of any general contractor(s) or subcontractor(s) to allocate sales and use tax revenues as provided herein or to comply with this Section 4.15 will be specific performance.

4.16 Grocery Store. If and when the northeastern portion of Area B, fronting Tasman Drive and Old Ironsides, is developed by the Developer during the Term (as the Term may be extended), such development must be designed, as part of the Architectural Design Review application and related Building Permit plans, to include a grocery store that meets the following minimum criteria: (a) a minimum of fifteen thousand (15,000) square feet of leasable area and (b) capable of providing traditional grocery store products including fresh produce, dairy, meat and fish, and dry goods (“Grocery Store”).

As part of such development, Developer shall construct or pay all costs associated with completion of the Grocery Store to an initial core and shell condition (meaning all basic structural and life safety improvements are completed not including any tenant improvements) prior to the issuance of a final certificate of occupancy for the building that includes the Grocery Store. If the Developer proposes development on Area B that does not include the area proposed for the Grocery Store, the Developer shall submit information with the Architectural Review Permit to the City to confirm that such development will not limit, conflict with or otherwise adversely impact the future feasibility of the Grocery Store. If the Developer wishes to move the Grocery Store, the Director may, in their reasonable discretion, approve an alternative location as part of an Architectural Design Review application without amendment to this Agreement (in

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which case requirements of this Section 4.16 would apply to such alternative location).

Such alternative location shall be documented by the Parties by Operating Memorandum pursuant to Section 22.1. The Parties acknowledge the grocery store market is subject to fluctuation and there is no guarantee that a third party tenant will be available to lease the space on commercially reasonable terms. For a period of three (3) years from completion of initial core and shell improvements such that the Grocery Store is available and ready to execute a binding lease with a grocery tenant and commence tenant improvements, the Developer will make good faith efforts to market and lease the Grocery Store to a grocery store tenant providing traditional grocery store products including fresh produce, dairy, meat and fish, and dry goods, and will provide the Director regular updates (not less than quarterly) on these marketing and leasing efforts until a binding lease is entered into with a tenant (“Grocery Store Marketing Period”). The commencement and conclusion of the Grocery Store Marketing Period shall be documented by the Parties by Operating Memorandum pursuant to Section 22.1. During the Grocery Store Marketing Period, the Developer shall offer the Grocery Store at commercially reasonable terms, as supported by qualified broker information, including a commercially reasonable tenant improvement allowance and a triple net rental rate that does not exceed a fair market rent for a grocery store, considering the condition of the space and the tenant improvement allowance. Developer will promptly notify City when a tenant providing a Grocery Store has executed a lease of the Grocery Store. If a lease is not entered into despite good faith marketing and leasing efforts within the Grocery Store Marketing Period, the Developer will have no further obligations related to the Grocery Store and can use the Grocery Store area for any permitted purpose. This Section 4.16 shall survive termination of this Agreement through the Grocery Store Marketing Period.

If, at the time the Developer submits for Architectural Review for building(s) within the applicable portion of Area B, the grocery market is either saturated or Developer demonstrates that a grocery tenant is otherwise unlikely, the Developer may submit a market study to the City, request the Director to engage a qualified consultant (retained by the City with expense reimbursed by Developer) to evaluate the market study. If the Director, in their reasonable discretion based on the information in the market study and findings of the City’s qualified consultant, confirms a grocery tenant is unlikely, then Developer and City will meet and confer in good faith to identify one or more alternative community benefits to replace the Grocery Store. Such alternative community benefit(s) are subject to mutual approval of Developer and City (by the Director and City Manager), each in their reasonable discretion. City approval is subject to a finding that the proposed alternative community benefit(s) would have a dollar value (net cost or financial impact to the Project) at least equal to the Grocery Store and acceptance is in the best interests of the City (“Approved Grocery Store Alternative). Such Approved Grocery Store Alternative will not require an amendment to this Agreement, but will be documented in writing by Operating Memoranda pursuant to Section 22.1. Until an Approved Grocery Store Alternative is formally approved by Operating Memoranda, the Developer must continue to comply with the requirements of this Section 4.16.

4.17 Childcare Facility. If and when the portion of Area D fronting the SFPUC right of way is developed by the Developer during the Term, as the Term may be extended, such development must be designed, as part of the Architectural Design Review application

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and related Building Permit plans, to include a childcare facility that meets the following minimum criteria: (a) suitable to be open to the public, (b) a minimum of eight thousand (8,000) square feet of interior leasable area and an outdoor play area, and (c) capable of compliance with applicable state regulations on childcare facilities (“Childcare Facility”).

As part of such development, Developer shall construct or pay all costs associated with completion of the Childcare Facility to an initial core and shell condition (meaning all basic structural and life safety improvements are completed not including any tenant improvements) prior to the issuance of a final certificate of occupancy for the building that includes the Childcare Facility. If the Developer wishes to move the Childcare Facility, the Director may, in their reasonable discretion, approve an alternative location as part of an Architectural Design Review application without amendment to this Agreement (in which case requirements of this Section 4.17 would apply to such alternative location). If requested and approved, such alternative location shall be documented by the Parties by Operating Memorandum pursuant to Section 22.1. The Parties acknowledge the childcare market is subject to fluctuation and there is no guarantee that a third party tenant will be available to lease the space on commercially reasonable terms. For a period of three (3) years from completion of initial core and shell improvements, such that the Childcare Facility is available and ready to execute a binding lease with a childcare tenant and commence tenant improvements, the Developer will make good faith efforts to market and lease the Childcare Facility to a tenant providing a daycare use, and will provide the Director regular updates (not less than quarterly) on these marketing and leasing Efforts until a binding lease is entered into with a tenant (“Childcare Facility Marketing Period”). The commencement and conclusion of the Childcare Facility Marketing Period shall be documented by the Parties by Operating Memorandum pursuant to Section 22.1. During the Childcare Facility Marketing Period, the Developer shall offer the Childcare Facility at commercially reasonable terms, as supported by qualified broker information, including a commercially reasonable tenant improvement allowance and a triple net rental rate that does not exceed a fair market rent for a childcare facility considering the condition of the space and the tenant improvement allowance. Developer will promptly notify City when a tenant providing a Childcare Facility has executed a lease of the Childcare Facility. If a lease is not entered into despite good faith marketing and leasing efforts within the Childcare Facility Marketing Period, the Developer will have no further obligations related to the Childcare Facility and can use the Childcare Facility area for any permitted purpose. This Section 4.17 shall survive termination of this Agreement through the Childcare Marketing Period.

If, at the time the Developer submits for Architectural Review for building(s) within the applicable portion of Area D, the childcare market is either saturated or Developer otherwise demonstrates that a childcare tenant is unlikely, the Developer may submit such market study to the City and request to the Director to confirm (by a qualified consultant retained by the City with expense reimbursed by Developer). If the Director, in their reasonable discretion based on the information in the market study and findings of the City’s qualified consultant, confirms Developer’s study demonstrating a childcare tenant is unlikely, then Developer and City will meet and confer in good faith to identify one or more alternative community benefits to replace the Childcare Facility. Such alternative community benefit(s) are subject to approval of Developer and the Director and City Manager in their reasonable discretion. City approval is subject to a finding that

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the proposed alternative community benefit(s) would have a dollar value (net cost or financial impact to the Project) at least equal to the Childcare Facility and acceptance is in the best interests of the City (“Approved Childcare Alternative). Such Approved Childcare Alternative will not require an amendment to this Agreement, but will be documented in writing by Operating Memoranda pursuant to Section 22.1. Until an Approved Childcare Alternative is formally approved by Operating Memoranda, the Developer must continue to comply with the requirements of this Section 4.17.

4.18 Regional Traffic Fee. As a voluntary contribution, Developer will pay One Dollar ($1.00) per square foot, adjusted by CPI, at the issuance of each Building Permit for office/R&D within the Project (“Regional Traffic Fee”), up to a maximum of Three Million Dollars ($3,000,000), as adjusted by CPI from the Effective Date (“Regional Traffic Fee Cap”), to the City for traffic intersection improvements. In the event that residential is developed on Area C pursuant to the Office/R&D-Residential Flex described and defined in the Development Plan, then the amount of the Regional Traffic Fee will increase to One Dollar and Thirty Seven Cents ($1.37) per square foot, adjusted by CPI, at the issuance of each Building Permit for office/R&D within the Project subject to Regional Traffic Fee Cap. Once paid, Regional Traffic Fees are non-refundable

4.19 Fire Equipment Contribution. As a voluntary contribution, Developer will pay up to a maximum of Three Million Five Hundred and One Thousand and Fifty Dollars ($3,501,050), as adjusted by CPI, to the City for purchase of a fire engine and a tractor drawn areal apparatus. One Million Two Hundred Thousand Dollars ($1,200,000)), as adjusted by CPI, for the purchase of the fire engine is due prior to/at the issuance of certificate(s) of occupancy that totals, in the aggregate, one million five hundred thousand (1,500,000) gross square feet of building. area in the Project. The remaining Two Million Three Hundred and One Thousand and Fifty Dollars ($2,301,050)), adjusted by CPI, for the purchase of the tractor drawn aerial apparatus is due prior to/at issuance of certificate(s) of occupancy that totals, in the aggregate, three million square gross feet of building area in the Project.

4.20 Minimum Residential Parking. Developer shall provide a minimum of one (1) parking space per residential unit in the Project, and may provide up to twenty-five percent (25%) of these minimum parking spaces through shared parking pursuant to SCCC Section 18.38.040 (A) [Exceptions and Reductions to Parking Requirements].

5. STANDARD OF REVIEW OF PERMITS

5.1 Standard of Review of Permits. All Subsequent Approvals required by Developer to develop the Property, but including (i) road construction permits, (ii) grading permits, (iii) Building Permits, (iv) fire permits, and (v) Certificates of Occupancy, shall be issued by City after City’s review and approval of Developer’s applications, provided that City’s

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review of the applications is limited to determining whether the following conditions are met:
a. The application is complete; and,
b. The application demonstrates that Developer has complied with the Vested Elements, the MMRP and the applicable Local Rules.

6. PRIORITY

6.1 Priority. In the event of conflict between the General Plan, this Agreement, SCCC, Other Regulations and Local Rules, all as they exist on the Effective Date, the Parties agree that the following sequence establishes the relative priority of each item: (1) the General Plan, as existing on the Effective Date; (2) this Agreement; (3) the Development Plan as modified by the COAs, (4) VTM as modified by the COAs, (4) Mitigation Monitoring and Reporting Program, (5) the other Project Approvals, (6) SCCC, and (7) Other Regulations and Local Rules.

7. COOPERATION IN IMPLEMENTATION

7.1 Cooperation in Implementation. Upon Developer’s satisfactory completion of all required preliminary actions provided in the Project Approvals, and payment of required fees, if any, City shall proceed in a reasonable and expeditious manner, in compliance with the deadlines mandated by applicable agreements, statutes or ordinances, to complete all steps necessary for implementation of this Agreement and development of the Property in accordance with the Project Approvals, including the following actions:
a. Scheduling all required public hearings by the Zoning Administrator, Planning Commission and City Council; and,
b. Processing and checking all maps, plans, land use and architectural review permits, permits, building plans and specifications and other plans relating to development of the Property filed by Developer as necessary for complete development of the Property. Developer, in a timely manner, shall provide City with all documents, applications, plans and other information necessary for the City to carry out its obligations hereunder and to cause City’s planners, engineers and all other consultants to submit in a timely manner all necessary materials and documents. It is the Parties’ express intent to cooperate with one another and to diligently work to implement all land use and building approvals for development of the Property in accordance with the Development Plan and the terms hereof.

At Developer’s request and sole expense, City shall retain outside building consultants to review plans or otherwise assist City’s efforts in order to expedite City processing and approval work. City shall cooperate with Developer, and assist Developer in obtaining any third-party governmental or private party permits, approvals, consents, rights of entry, or encroachment permits, needed for development of the Project or any other on or offsite improvements.

8. PERIODIC REVIEW

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8.1 Annual Review; Special Review. City and Developer shall review all actions taken pursuant to the terms of this Agreement annually during each year of the Term, within thirty (30) days prior to each anniversary of the Effective Date unless the City and Developer agree in writing to conduct the review at another time pursuant to SCCC Section 17.10.220(a). Special Reviews may be conducted pursuant to the provisions of SCCC Section 17.10.220(b).

8.2 Developer’s Submittal. Within ninety (90) days before each anniversary of the Effective Date, Developer shall submit a letter (“Compliance Letter”) to the Community Development Director (“Director”), along with a copy directed to the City Attorney’s Office, describing Developer’s compliance with the terms of the Conditions of Approval and this Agreement during the preceding year. The Compliance Letter shall include a statement that the Compliance Letter is submitted to the City pursuant to the requirements of Government Code Section 65865.1, this Agreement, and SCCC. The reasonable cost of each annual review or special review conducted during the term of this Agreement shall be reimbursed to the City by Developer. Such reimbursement shall include all direct and indirect expenses reasonably incurred in such annual reviews.

8.3 City’s Findings. Within sixty (60) days after receipt of the Compliance Letter, the Director shall determine whether, for the year under review, Developer has demonstrated good faith substantial compliance with the terms of this Agreement. If the Director finds and determines that Developer has complied substantially with the terms of this Agreement, or does not determine otherwise within sixty (60) days after delivery of the Compliance Letter, the annual review shall be deemed concluded, Developer shall be deemed to have complied in good faith with the terms and conditions of this Agreement during the year under review, and this Agreement shall remain in full force and effect.

Upon a determination of compliance, the Director shall, if requested by Developer, issue a recordable certificate confirming Developer’s compliance through the year under review. Developer may record the certificate with the Santa Clara County Recorder’s Office. If the Director initially determines the Compliance Letter to be inadequate in any respect, he/she shall provide notice to that effect to Developer as provided in SCCC Section 17.10.220. If, after a duly noticed public hearing thereon, the City Council finds and determines based on substantial evidence that Developer has not complied substantially in good faith with the terms of this Agreement for the year under review, the City Council shall give written notice thereof to Developer specifying the noncompliance and such notice shall serve as a notice of default under Section 10.1. If Developer fails to cure the noncompliance within a reasonable period of time as established by the City Council, the City Council, in its discretion, may (i) grant additional time for compliance by Developer, or (ii) following the hearing described in SCCC Section 17.10.250, modify this Agreement to the extent necessary to remedy or mitigate the non-compliance, or (iii) terminate this Agreement. Except as affected by the terms hereof, the terms of SCCC Section 17.10.240(b)(2), and following, shall govern the City’s compliance review process. During any review, Developer shall bear the burden of proof to demonstrate good faith compliance with the terms of this Agreement. If the City Council does not hold a hearing and make its determination within one hundred and twenty (120) days after delivery of the Compliance Letter for a given year, then it shall be deemed

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conclusive that Developer has complied in good faith with the terms and conditions of this Agreement during the period under review.

9. REIMBURSEMENTS

9.1 Reimbursements. The Parties agree that Developer shall not be entitled to reimbursement for the construction of any private or public improvement explicitly provided by the Project Approvals, except as expressly provided in this Agreement or the COAs.

10. DEFAULT AND REMEDIES

10.1 Default. Failure by either Party to perform any material term or provision of this Agreement shall constitute a default, provided that the Party alleging the default gave the other Party advance written notice of the default and thirty (30) days to cure the condition, or, if the nature of the default is such that it cannot be cured within thirty (30) days, the Party receiving notice shall not be in default if the Party commences performance of its obligations within the thirty (30) day period and diligently completes that performance. Written notice shall specify in detail the nature of the obligation to be performed by the Party receiving notice.

10.2 Remedies. It is acknowledged by the Parties that City and Developer would not have entered into this Agreement if City or Developer were to be liable in damages under, or with respect to, this Agreement or the application thereof. City and Developer shall not be liable in damages to each other, or to any assignee, transferee or any other person, and Developer and City covenant not to sue for or claim damages from the other.

Upon Developer’s or City’s material default, and failure to cure within a reasonable time depending on the nature of the default after demand by the non-defaulting Party, the nondefaulting Party shall institute mediation under Section 26 of this Agreement. If mediation fails to resolve the dispute, each Party shall have the right, in addition to all other rights and remedies available under this Agreement, to (i) bring any proceeding in the nature of specific performance, injunctive relief or mandamus, and/or (ii) bring any action at law or in equity as may be permitted by law or this Agreement. The Parties acknowledge that monetary damages and remedies at law generally are inadequate upon the occurrence of a default. Therefore, specific performance or other extraordinary equitable relief (such as injunction) is an appropriate remedy for the enforcement of this Agreement, other remedies at law being inadequate under all the circumstances pertaining as of the Effective Date of this Agreement and any such equitable remedy shall be available to the Parties.

10.3 Default by Developer/Withholding of Building Permit. City may, at its discretion, without submitting to mediation, refuse to issue a Building Permit for any structure within the Property, if Developer has materially failed and refused to complete any requirement that is a Condition of Approval, or that is applicable to the Building Permit requested. In addition, where City has determined that Developer is in default as described above, City may also refuse to issue the Developer any permit or entitlement

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for any structure or property located within the Project. This remedy shall be in addition to any other remedies provided for by this Agreement.

11. AMENDMENT OR TERMINATION

11.1 Agreement to Amend or Terminate. Subject to Section 22 regarding Operating Memoranda and Section 11.2 regarding future actions and minor changes, City and Developer, by mutual agreement, may terminate or amend the terms of this Agreement, pursuant to Section 24.

11.2 Modification to Approvals. City and Developer anticipate that the Project will be implemented in accordance with the Vested Elements and the MMRP. The foregoing actions and other necessary or convenient implementation actions shall not require an amendment to this Agreement.
a. City and Developer understand and acknowledge that changes to the Project which would not, in the discretion of the City, substantially comply with the Vested Elements or MMRP would necessitate subsequent review and approval, which will not be unreasonably withheld or delayed. Upon the written request of Developer, City may agree to make a substantive amendment or modification to the Project Approvals, including the Development Plan in compliance with procedural provisions set forth in the Development Plan or other land use ordinances and regulations in effect on the date of application for amendment or modification. The amendment or modification of the Development Plan shall be done pursuant to Section 24, unless treated as a minor change as described in Section 11.2(b) below.
b. If Developer seeks a modification to the Approval(s), the Director or his/her designee shall determine: (i) whether the requested modification is minor when considered in light of the Project as a whole; and (ii) whether the requested modification is consistent with this Agreement and applicable law. If the Director or his/her designee finds, in his or her sole discretion, that the proposed modification is minor, consistent with this Agreement and applicable law, and will result in no new significant impacts not addressed and mitigated in the EIR, the modification shall be determined to be a “Minor Change” and shall not be considered an amendment to the applicable Approval(s) and shall not require a formal amendment to this Agreement. Upon the Director’s approval, any Minor Change shall become part of the applicable Approvals and this Agreement, and shall be deemed a Vested Element. Without limiting the generality of the foregoing, lot line adjustments, minor alterations to vehicle circulation patterns or vehicle access points, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, variations in the location of utilities and other infrastructure connections that do not substantially alter the design concepts of the Project, and minor adjustments to the Project Site diagram constitute Minor Changes. Notwithstanding the foregoing, Minor Changes shall not exceed five percent (5%) of the number proposed for modification.

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11.3 Enforceability of Agreement. The City and Developer agree that unless this Agreement is amended or terminated pursuant to its terms, this Agreement shall be enforceable by either Party notwithstanding any subsequent change to or adoption of any applicable General Plan, Specific Plan, SCCC, Other Regulation or Local Rule adopted by City, with the exceptions listed in this Agreement.

12. MORTGAGEE PROTECTION: CERTAIN RIGHTS OF CURE

12.1 Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum thereof is recorded, including the lien of any deed of trust or mortgage (“Mortgage”). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees (“Mortgagees”) who acquire title to the Property or any portion thereof by foreclosure, trustee’s sale, deed in-lieu-of foreclosure, voluntary transfer or otherwise.

12.2 Mortgagee Obligations. City, upon receipt of a written request from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Developer under this Agreement, provided that all defaults by Developer hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as reasonably possible, provided, however, that in no event shall such Mortgagee personally be liable for any defaults or monetary obligations of Developer arising prior to acquisition of possession of such property by such Mortgagee. The foreclosing Mortgagee shall have the right to find a substitute developer to assume the obligations of Developer, which substitute shall be considered for approval by the City pursuant to Section 13 of this Agreement, but shall not, itself, be required to comply with all of the provisions of this Agreement.

12.3 Notice of Default to Mortgagee. If City receives notice from a Mortgagee requesting a copy of any notice of default given to Developer and specifying the address for service thereof, City shall endeavor to deliver to the Mortgagee, concurrently with service thereof to Developer, all notices given to Developer describing all claims by the City that Developer has defaulted hereunder. If City determines that Developer is not in compliance with this Agreement, City also shall endeavor to serve notice of noncompliance on the Mortgagee concurrently with service on Developer. Each Mortgagee shall have the right, but not the obligation, during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the condition of default claimed or the areas of noncompliance set forth in City’s notice.

13. ASSIGNABILITY

13.1 Assignment. Neither Party shall convey, assign or transfer (“Transfer”) any of its interests, rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. In no event shall the obligations conferred upon Developer under this Agreement be transferred

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except through a Transfer of all or a portion of the Property. Should Developer Transfer any of its interests, rights or obligations under this Agreement, it shall nonetheless remain liable for performance of the obligations for installation of public improvements and payment of fees, unless the transferee executes an Assumption Agreement in a form reasonably acceptable to the City whereby the transferee agrees to be bound by the relevant terms of the Agreement, including the obligations for installation of public improvements and payment of fees. During the Term, Developer shall provide City with written notice of a request to Transfer any interest in this Agreement forty-five (45) days prior to any such contemplated Transfer. Any such request for a Transfer shall be accompanied by quantitative and qualitative information that substantiates, to the City’s reasonable satisfaction, that the proposed transferee has the capability to fulfill the rights and obligations of this Agreement. Within thirty (30) days of such a request and delivery of information, the City Manager shall make a determination, in his or her sole discretion, as to whether the Transfer shall be permitted or whether such Transfer necessitates an Amendment to this Agreement, subject to approval by the City Council. Each successor in interest to Developer shall be bound by all of the terms and provisions applicable to the portion of the Property acquired. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors, assigns and legal representatives. This Agreement shall be recorded by the City in the Santa Clara County Recorder’s Office promptly upon execution by each of the Parties.

13.2 Covenants Run With The Land. This Agreement, the PD Zoning, and the General Plan Amendment are legislative in nature, and apply to the Property as regulatory ordinances. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion thereof and any interest therein, whether by sale, operation of law or other manner, and shall inure to the benefit of the Parties and their respective successors.

13.3 Pre-Approved Transfers. The following Transfers shall not require approval by the City, and shall automatically, upon the satisfaction of the conditions in Section 13.1 above, result in the release of Developer of its obligations hereunder as they may relate specifically to the specific property or asset sold or transferred: (a) sale or lease of the property in its entirety to any other Party to this Agreement or to any affiliate of Developer; (b) sale or lease of one or more buildings to any other Party to this Agreement or to any affiliate of Developer; and (c) a loan or mortgage pertaining to the Property. As used herein, an “affiliate of Developer” means any entity that directly controls or is controlled by or under common control with Developer, whether through the ownership or control of voting interest, by contract, or otherwise.

13.4 Release Upon Transfer. Upon the Transfer of Developer’s rights and interests hereunder pursuant to the preceding subparagraph of this Agreement, Developer shall be released from the obligations under this Agreement with respect to the Property transferred, sold or assigned, arising subsequent to the date of City approval of such Transfer; provided, however, that any transferee, purchaser or assignee approved by the

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City expressly assumes the obligations of Developer under this Agreement. In any event, the transferee, purchaser or assignee shall be subject to all the provisions hereof and shall provide all necessary documents, certifications and other necessary information prior to City approval.

13.5 Non-Assuming Transferees. Except as otherwise required by a transferor, the burdens, obligations and duties of such transferor under this Agreement shall not apply to any purchaser of any individual commercial or residential condominium offered for sale.

The transferee in a transaction described above and the successors and assigns of such a transferee shall be deemed to have no obligations under this Agreement, but shall continue to benefit from the vested rights provided by this Agreement for the duration of the Term hereof. Nothing in this Section 13 shall exempt any property transferred to a non-assuming transferee from payment of applicable fees, taxes and assessments or compliance with applicable COAs.

13.6 Foreclosure. Nothing contained in this Section 13 shall prevent a Transfer of the Property, or any portion thereof, to a lender as a result of a foreclosure or deed in lieu of foreclosure, and any lender acquiring the Property, or any portion thereof, as a result of foreclosure or a deed in lieu of foreclosure shall take such Property subject to the rights and obligations of Developer under this Agreement; provided, however, in no event shall such lender be liable for any defaults or monetary obligations of Developer arising prior to acquisition of title to the Property by such lender, and provided further, in no event shall any such lender or its successors or assigns be entitled to a building permit or occupancy certificate until all fees due under this Agreement (relating to the portion of the Property acquired by such lender) have been paid to City.

14. CONTROLLING LAW

14.1 Controlling Law. This Agreement shall be governed by the laws of the State of California, and the exclusive venue for any disputes or legal actions shall be the County of Santa Clara. Developer shall comply with all requirements of State and federal law, in addition to the requirements of this Agreement, including, without limitation, the payment of prevailing wages, if required by applicable law. In any event, Developer shall pay prevailing wages for all work on off-site public improvements related to the Project.

15. GENERAL

15.1 Construction of Agreement. The language in this Agreement in all cases shall be construed as a whole and in accordance with its fair meaning.

15.2 No Waiver. No delay or omission by either Party in exercising any right or power accruing upon the other Party’s noncompliance or failure to perform under the provisions of this Agreement shall impair or be construed to waive any right or power. A waiver by either Party of any of the covenants or conditions to be performed by Developer or City shall not be construed as a waiver of any succeeding breach of the same or other covenants and conditions.

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15.3 Agreement is Entire Agreement. This Agreement and all exhibits attached hereto or incorporated herein, together with the Vested Elements and the MMRP, are the sole and entire Agreement between the Parties concerning the Property. The Parties acknowledge and agree that they have not made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery, except representations set forth herein, and each Party acknowledges that it has relied on its own judgment in entering this Agreement. The Parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other.

15.4 Estoppel Certificate. Either Party from time to time may deliver written notice to the other Party requesting written certification that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and constitutes a binding obligation of the Parties, (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications, and, (iii) the requesting Party does not have knowledge of default in the performance of its obligations under this Agreement, or if in known default, describing therein the nature and monetary amount, if any, of the default. A Party receiving a request shall execute and return the certificate within thirty (30) days after receipt thereof. The City Manager shall have the right to execute the certificates requested by Developer. At the request of Developer, the certificates provided by City establishing the status of this Agreement with respect to any lot or parcel shall be in recordable form, and Developer shall have the right to record the certificate for the affected portion of the Property at its cost.

15.5 Severability. Each provision of this Agreement which is adjudged by a court of competent jurisdiction to be invalid, void or illegal shall in no way affect, impair or invalidate any other provisions hereof, and the other provisions shall remain in full force and effect.

15.6 Further Documents. Each Party shall execute and deliver to the other all other instruments and documents as may be reasonably necessary to carry out this Agreement.

15.7 Time of Essence. Time is of the essence in the performance of each and every covenant and obligation to be performed by the Parties hereunder.

15.8 Defense and Indemnification Provisions. Developer, and with respect to the portion of the Property transferred to them, each Developer transferee, hereby releases and agrees to protect, defend, hold harmless and indemnify City, its City Council, its officers, employees, agents and assigns (the “Indemnified Parties”) from and against all claims, injury, liability, loss, cost and expense or damage, however same may be caused, including all costs and reasonable attorney’s fees in providing the defense to any claim arising from the performance or non-performance of this Agreement by Developer. This provision is intended to be broadly construed and extends to, among other things, any challenge to the validity of this Agreement, environmental review for the Project, entitlements, or anything related to the passage of the Agreement by the City.

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15.9 Construction. This Agreement has been reviewed and revised by legal counsel for both the City and Developer and no presumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this Agreement.

16. TERMINATION

16.1 Termination. This Agreement shall terminate upon the earlier of (i) expiration of the Term, or (ii) when the Property has been fully developed and all of Developer’s obligations have been fully satisfied as reasonably determined by City, or (iii) after all appeals have been exhausted before a final court of judgment, or issuance of a final court order directed to the City to set aside, withdraw, or abrogate the City’s approval of this Agreement or any material part thereof. Upon termination of this Agreement as to all of the Property, at the request of Developer the City shall record a Notice of Termination for each affected parcel in a form satisfactory to the City Attorney in the Office of the Santa Clara County Recorder.

16.2 Effect Upon Termination on Developer Obligations. Termination of this Agreement as to the Developer shall not affect any of the Developer’s obligations to comply with the City’s General Plan, SCCC, MMRP, COAs, Project Approvals, or any terms and conditions of any applicable zoning, or subdivision map or other land use entitlement approved with respect to the Project, nor shall it affect any other covenants or development requirements in this Agreement specified to continue after the termination of this Agreement, or obligations to pay assessments, liens, fees or taxes.

16.3 Effect Upon Termination on City. Upon any termination of this Agreement as to all or a portion of the Property, the Approvals, Development Plan, Conditions of Approval, limitations on fees and all other terms and conditions of this Agreement shall no longer be vested with respect to the Property, or portion thereof, and the City shall no longer be limited by this Agreement, to make any changes or modifications to the Approvals, conditions or fees applicable to the Property or portion thereof.

17. NOTICES

17.1 Notices. Except as otherwise expressly provided herein, all notices and demands pursuant to this Agreement shall be in writing and delivered in person, by commercial courier or by first-class certified mail, postage prepaid. Except as otherwise expressly provided herein, notices shall be considered delivered when personally served, upon delivery if delivered by commercial courier, or two (2) days after mailing if sent by mail.

Notices shall be sent to the addresses below for the respective parties; provided, however, that either Party may change its address for purposes of this Section by giving written notice to the other Party. These addresses may be used for service of process:

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To City:

City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
With copy to:

City Attorney
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
To Developer:

Innovation Commons Owner, LLC
c/o Kylli Inc.
4995 Patrick Henry Drive
Santa Clara, CA 95054
Attention: Ou Sun
With copy to:

Holland & Knight LLP
560 Mission Street Suite 1900
San Francisco, CA 94105
Attention: Tamsen Plume
The provisions of this Section shall be deemed directive only and shall not detract from the validity of any notice given in a manner that would be legally effective in the absence of this Section.

18. DEVELOPER INDEPENDENT CONTRACTOR

18.1 Developer is an Independent Contractor. Developer is not an agent or employee of City, but is an independent contractor with full rights to manage its employees subject to the requirements of the law. All persons employed or utilized by Developer in connection with this Agreement are employees or contractors of Developer and shall not be considered employees of City in any respect.

19. PROJECT AS A PRIVATE UNDERTAKING

19.1 Project as a Private Undertaking. It is specifically understood and agreed that the Project is a private development. No partnership, joint venture or other association of any kind between City and Developer is formed by this Agreement.

20. NONDISCRIMINATION

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20.1 Nondiscrimination. Developer shall not discriminate, in any way, against any person on the basis of race, color, national origin, gender, marital status, sexual orientation, age, creed, religion or disability in connection with or related to the performance of this Agreement.

21. FORCE MAJEURE

21.1 Force Majeure. In addition to any specific provisions of this Agreement, performance of obligations hereunder shall be excused and the term of this Agreement shall be extended during any period of delay caused at any time by reason of: floods, earthquakes, fires or similar catastrophes; wars, riots or similar hostilities; strikes and other labor difficulties beyond the Party’s reasonable control; pandemics and epidemics that, due to specific provisions of a federal, state or local governmental declaration of emergency prohibit development or implementation of the Project; the enactment of new laws or restrictions imposed by other governmental or quasi-governmental entities preventing this Agreement from being implemented; or litigation involving this Agreement or the Approvals, which delays any activity contemplated hereunder, unless such action is brought by Developer. City and Developer shall promptly notify the other Party of any delay hereunder as soon as possible after the delay has been, or should have been, known.

22. OPERATING MEMORANDA

22.1 Operating Memoranda. The provisions of this Agreement require a close degree of cooperation between City and Developer, and refinements and further development of the Project may demonstrate that clarifications with respect to the details of performance of City and Developer or minor revisions to the Project are appropriate. If and when, from time to time, during the term of this Agreement, City and Developer agree that such clarifications or minor modifications are necessary or appropriate, they may effectuate such clarifications through operating memoranda approved by City and Developer, which, after execution, shall be attached hereto (“Operating Memoranda”). No such Operating Memoranda shall constitute an Amendment to this Agreement requiring public notice or hearing. The City Attorney shall be authorized in his/her sole discretion to determine whether a requested clarification may be effectuated pursuant to this Section 22 or whether the requested clarification is of such a character to require an amendment of the Agreement pursuant to Section 24 hereof. The City Manager or Director, depending on the context, may execute any Operating Memoranda without City Council action.

23. THIRD PARTIES

23.1 Third Parties. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Approvals, the Parties shall reasonably cooperate in defending such action. Developer shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse City for all reasonable costs and attorneys’ fees expended by City in defense of any such action or other proceedings.

DEVELOPMENT AGREEMENT
Development Agreement/Mission Point Page 33 of 34
Rev. 06/28/2024 9/4/24

24. Amendments

24.1 Amendments. No alterations or changes to the terms of this Agreement shall be valid, unless made in writing and signed by both Parties, and completed in compliance with the procedures listed in SCCC and/or the Government Code for Development Agreement Amendments.

25. NO THIRD PARTY BENEFICIARY

25.1 No Third Party Beneficiary. This Agreement shall not be construed or deemed 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 hereunder for any cause whatsoever.

26. DISPUTE RESOLUTION

26.1 Mediation. Any controversies between Developer and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

The costs of the mediator shall be borne by the Parties equally; however, each Party shall bear its own attorney, consultant, staff and miscellaneous fees and costs.

Mediation under this Section is a condition precedent to filing an action in any court, but it is not a condition precedent to the City’s refusal to issue a Building Permit or any other entitlement under Section 5.

27. CONSENT

27.1 Consent. Where consent or approval of a Party is required or necessary under this Agreement, the consent or Agreement shall not be unreasonably withheld or delayed.

28. COVENANT OF GOOD FAITH AND FAIR DEALING

28.1 Covenant of Good Faith and Fair Dealing. Neither Party to this Agreement shall do anything which shall have the effect of harming or injuring the right of the other Party to receive benefits of this Agreement; each Party shall refrain from doing anything which would render its performance under this Agreement impossible; and, each Party shall do everything which this Agreement contemplates to accomplish the objectives and purpose of this Agreement.

29. AUTHORITY TO EXECUTE

DEVELOPMENT AGREEMENT
Development Agreement/Mission Point Page 34 of 34
Rev. 06/28/2024 9/4/24

29.1 Authority to Execute. The person or persons executing this Agreement on behalf of Developer warrant and represent that they have the authority to execute this Agreement on behalf of Developer, and further represent that they have the authority to bind Developer to the performance of its obligations in this Agreement.

30. COUNTERPARTS

30.1 Counterparts. This Agreement may be executed in multiple originals, each of which is deemed an original, and may be signed in Counterparts. The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

SIGNATURES FOLLOW ON NEXT PAGE

DEVELOPMENT AGREEMENT OPTION B
Development Agreement/Mission Point Page 1 of 1
Rev. 04/28/2023

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

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

DEVELOPER

INNOVATION COMMONS OWNER LLC,

A DELAWARE LIMITED LIABILITY COMPANY
By:

Signature of Person executing the Agreement on behalf of Developer Name:

Title:

Local Address:

Email Address:

Telephone: ( )
Fax: ( )

DEVELOPMENT AGREEMENT

Page 1 of 3 ends

City Council and Authorities ConcurrentDecember 3, 2024

City Council and Authorities Concurrent
December 3, 2024