City Council and Authorities Concurrent
January 28, 2025

equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

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

EBIX Inc.

City of Santa Clara [*insert City department name here] P.O. Box 100085 - S2 or 1 Ebix Way
Duluth, GA 30096 John's Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
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.

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EXHIBIT D

LABOR COMPLIANCE EXHIBIT
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Agreement with Northwest Industrial Engine & Compressor Co.

Rev. 07-01-18

payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1 (a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor". Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Agreement with Northwest Industrial Engine & Compressor Co.

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practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Exhibit.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

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EXHIBIT E

SAMPLE WORK AUTHORIZATION FORM
This work authorization ("Work Authorization") is made pursuant to the Agreement for Service between the City of Santa Clara and Gavin D. Yates, doing business as Northwest Industrial Engine & Compressor Co. ("Agreement"), a California Sole Proprietorship. This Work Authorization is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Work Authorization and the Agreement, the terms and conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
WORK AUTHORIZATION D Original
NUMBER: D First Revised
Contract No. D Second Revised
0 Othe[
Contractor Name/Address:

Expiration Date of Aareement:

Contractor's Project Manager: Name: Email:

City's Project Manager Name: Email:

Period of Performance for this Start Date: Expected Completion Date:

Work Order:

Maximum Compensation of Aareement:

Previously Committed Funds:

Available Funds
Maximum Compensation for this Work Authorization
Remainina Available Funds
Sufficient funds are available in Fund #:
(to be completed bv City)
Contractor Representative Name (Print)
Contractor Representative Signature
Contractor Representative Signature Date
City Proiect Manaaer Name (Print}
Authorized Citv Representative (Print)
City Representative Signature
Citv Representative Signature Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operatina Officer, Chief Electric Utilitv Officer
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PART B: SERVICES TO BE PERFORMED

1. REVISED WORK AUTHORIZATION
0 No
D If yes, provide a brief description of the change(s).

2. SCOPE OF SERVICES TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Section 5 of Exhibit B.

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3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:

D No expenses are reimbursable.

D Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule:

D Monthly D Completion of Deliverable/Milestone D Completion of Services
d. Payment Terms. Provide payment terms below or attach as a separate file. *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved.

4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.

D Liquidated Damages apply as follows:

It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond ________ _ 20_, City will suffer
damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _______________ dollars($ ____ _, per day in liquidated damages to a cap of ____ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.

Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the Scope of Services, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control of Contractor or any force majeure event during the period of service of this Work Authorization.

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Such liquidated damages shall be the City's sole and exclusive remedy for Contractor's failure to meet the agreed delivery schedule.

5. ACCEPT ANGE CERTIFICATE
D Acceptance Certificate not required.

D Acceptance Certificate required:

Agreement with Northwest Industrial Engine & Compressor Co.

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Ebix Insurance No. S200004564
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE
CITY OF SANTA CL.ARA, CALIFORNIA,
AND
GAVIN D. YATES

DOING BUSINESS AS
NORTHWEST INDUSTRIAL ENGINE & COMPRESSOR CO.

PREAMBLE
This agreement ("Amendment No. 1") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Gavin D. Yates, doing business as Northwest Industrial Engine & Compressor Co., a California sole proprietorship (uContractor"). City and Contractor may be referred to individually as a "Party or collectively as the "Parties".

RECITALS
A. The Parties previously entered into an agreement entitled Agreement for Services by and Between the City of Santa Clara, California and Gavin D. Yates Doing Business as Northwest Industrial Engine & Compressor Company, dated June 21, 2023; and

8. The Parties entered into the Agreement for the purpose of having Contractor provide gas and air compressor preventative maintenance, and as needed services; and
C. The Parties now wish to amend the Agreement to update the Work Authorization Process and increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled "COMPENSATION AND PAYMENr is amended to read as follows:
"In consideration for Contractor's complete performance of Services, City shall pay Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES AND PAYMENT PROVISIONS." The maximum compensation of this Agreement is one million dollars ($1,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor's expense.

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Contractor shall not be entitled to any payment above the maximum compensation under any circumstance."

2. Section 5 of Exhibit A entitled of the Agreement is hereby amended in its entirety to read as follows: .

5. WORK AUTHORIZATION PROCESS

5.1 Non-Emergency Work

5.1.1 When Services are required, City will notify Contractor to provide a proposal for Services. City will provide a description of the Services required and any other relevant information (Work Request).

5.1.1. Proposal. Contractor shall prepare and submit a proposal (Proposal) for each Work Request that includes:

5. 1.1. 1 A work plan that includes a detailed description by task of the services to be performed.

5.1.1.2 A project timeline/schedule with discussion on any activities that may impact the project timeline/schedule.

5.1.1.3 A list of Contractor's personnel and subcontractors including subcontractor Department of Industrial Relations (DIR) number where required.

5.1.1.4 Any required drawings or documents.

5. 1.1.5 A list of City responsibilities.

5.1.1.6 A final acceptance criteria.

5.1.1.7 An itemized cost proposal showing:

5.1.1. 7 .1 Hours and hourly rates by position as listed in Exhibit B for both Contractor and subcontractor
personnel if applicable. Indicate labor subject to
prevailing wage requirements.

5.1.1. 7.2 Parts/materials.

5.1.1. 7 .3 Rental and/or specialty equipment.

5.1.1. 7.4 Reimbursable expenses, in accordance with the limitations set forth in Exhibit B.

5.1.1.7.5 Any additional costs including, but not limited to freight, permits, and fees.

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5.1.1. 7 .6 Breakdown of materials and labor sufficient to calculate all required taxes.

5.1.1.7.7 Estimated total cost including any required taxes.

5.1 .1.8 All submitted pricing shall be in accordance with the rates authorized in Exhibit B of this Agreement and the Proposal shall include sufficient information for the City to determine that rates are in accordance with the Agreement.

5.1 .1.9 Cost for any additional equipment, parts, or services required for completion of services as detailed in the Work Request and in Contractor's Proposal but not reflected in the Contractor's cost proposal shall be the sole
responsibility of the Contractor and at no additional cost to the City.

5.1 .1.10 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor.

5.1 .1.11 Contractor must submit a revised Proposal to the City based upon such negotiations.

5.1.2 Work Authorization:

5.1.2.1 If the completion of the services in the Proposal will not result in total costs under this Agreement exceeding the maximum compensation in Section 6 of the Agreement (when combined with all previously authorized Services), the City may authorize services as set forth in this Section.

5.1.2.2 For Proposals with a total cost exceeding $50,000, Work Authorizations shall be issued in substantially the same format as Exhibit E. Each Work Authorization shall describe the proposed services and deliverables the Contractor must
provide, the time limit within which the Contractor must complete the proposed service and deliverables, the system acceptance criteria, warranty provisions, and the
compensation for the Services.

5.1.2.3 Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific scope and requirements of each Work Authorization.

5.1 .2.4 Each Work Authorization shall have a Purchase Order attached to it. A Purchase Order ("Purchase Order") is a document issued by the City of Santa Clara Finance
Amendment No. 1 to Northwest Industrial Engine & Compressor Co.

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Department which will reference the terms and conditions of this Agreement and serves as final approval for each Work Authorization, except in those situations set forth in Section

5.1.1.5 below.

5.1.2.5 For Proposals with a total cost less than $50,000, a signed Work Authorization is not required. The City will issue a Purchase Order authorizing services and the Purchase Order will serve as the Work Authorization.

5.1.2.6 Only the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer may, on behalf of the City, execute a Work Authorization. Purchase Orders are issued by the Finance Department.

5.1.3 Changes to Work Authorization:

5.1.3.1 Contractor shall notify the City immediately when a situation occurs that may result in a change to the total project cost or specific line items in an Work Authorization or purchase order.

Contractor shall provide the reason for the change specific to each Work Authorization or purchase order.

5.1.3.2 In the event that unanticipated site conditions or other issues result in costs that exceed total of the Work Authorization or Purchase or changes to line items in a Purchase Order,
Contractor shall submit to the City an updated Proposal for review and approval from the City in advance of performing any additional services. The City will issue a new or amended Work Authorization (if required pursuant to Section 5.1.2.2) or Purchase Order (as applicable) to authorize such additional services.

5.1.3.3 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such authorization shall be defined as an Interim Work Order. Contractor shall provide an updated Proposal within two (2) business days so that such changes can be documented in a Work Authorization and/or Purchase Order.

5.2 Emergency Work Orders

5.2.1 An emergency work order (Emergency Work Order) should be utilized only in instances of a threat to public health or safety, loss of Amendment No. 1 to Northwest Industrial Engine & Compressor Co.

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Page4
or damage to property, or serious disruption to essential services. An emergency is defined as an unforeseen event, circumstance, or combination of circumstances that the City reasonably determines to require immediate action.

5.2.2 Emergency Work Orders do not need to be in writing and may only be authorized by the Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Such verbal authorizations will be confirmed by the City in writing within three (3) business days by a Purchase Order or, where applicable, a Work Authorization and Purchase Order.

5.2.3 When emergency services are required, Contractor shall send a Proposal to the City for the required Services as soon as possible, but no later than three (3) business days after starting Services. The Proposal shall be detailed in accordance with this Section 5 and shall also include all services required including those services already completed or initiated. The City will issue a Work Authorization (if required pursuant to Section 5.1.2.2) and a Purchase Order as soon as reasonably practicable.

5.3 A Work Authorization must be consistent with - and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal, Work Authorization, Interim Work Order, or Emergency Work Order - even if the Proposal, Work Authorization, Interim Work Order, or Emergency Work Order expressly states that it is intended to control. Any conflicting tenns and conditions in a Work Authorization are invalid and unenforceable.

5.4 Each Work Authorization, Purchase Order, Interim Work Order, and Emergency Work Order including those authorizations issued pursuant to Section 5.2 and 5.1.3.3 shall be incorporated into the Agreement by reference and subject to its terms and conditions and the Services contained therein shall be included within the Services.

5.5 If Contractor begins services or fails to dispute a Purchase Order within three (3} business days, Contractor is assumed to have accepted the terms of the Purchase Order.

5.6 The City (through the individuals listed in Section 5.1.2.6 or, in the case of Purchase Orders, the Finance Department) may tenninate a Work Authorization, Purchase Order, Interim Work Order, or an Emergency Work Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination.

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5.7 Proposals, pricing, and quotes are not confidential and will not be treated as confidential even if marked confidential when submitted.

5.8 Except in the case of emergency which shall conform to the conditions of Section 5.2 or where the circumstances in Section

5.1.3.3 apply. Contractor shall not initiate services and the City will not compensate Contractor until the City has (1) executed the Work Authorization for such services, when applicable, (2) issued a Purchase Order, and (3) directed the Contractor to perform services.

6. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control. [SIGNATURES ON FOLLOWING PAGE]
Amendment No. 1 to Northwest Industrial Engine & Compressor Co.

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•
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The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: Approved as to Form : --------------
GLEN R. GOOGINS
City Attorney
"CITY"
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

GAVIN YATES, DOING BUSINESS AS NORTHWEST INDUSTRIAL ENGINE & COMPRESSOR CO.
a California sole proprietorship
Dated: ~ o /~
By (Signature): ,J-=
Name: AVIN . YATES
Title: Owner __;:_~..:;_;_ ___ _ __________ _
Principal Place of P.O. Box 737
Business Address : Riverbank, CA 95367 ---- ~--- - ---- -----Deon [email protected] and Email Address: ~a._m......,_an __ d_.a......,y __ at_e __ s ... @_n_w_i_e_c ..... c .... om~ ------- Telephone: (209)847-2299
Fax: (209)847-8800
"CONTRACTOR"
Amendment No. 1 to Northwest Industrial Engine & Compressor Co.

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•
Page?
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1219 Agenda Date: 1/28/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Execute an Agreement with EQR-Lincoln Laguna Clara L.P. (“Developer”) for the Installation and Operation of Private Recreational Amenity Improvements to Satisfy a Portion of Developer’s Parkland Obligations for the 447 Unit Apartment Project Located at 3131 Homestead Road, such Improvements to be Funded at Developer’s Sole Cost

COUNCIL PILLAR
Enhance Community Sports, Recreational and Arts Assets
Enhance Community Engagement and Transparency
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In July 2014, the City Council adopted Ordinance No.1937, adding Chapter 17.35 “Park and Recreational Land” to the Santa Clara City Code (SCCC). The purpose of City Code Chapter 17.35 is to help mitigate the impacts of new housing development growth on existing parkland and recreational facilities pursuant to the provisions of the State of California Quimby Act (Quimby) and/or the California Mitigation Fee Act (MFA). New residential developments are required to dedicate developed park and recreational land and/or pay a fee in-lieu of parkland dedication.

On September 16, 2020, the Architectural Review Committee approved a development application located at 3131 Homestead Road to construct a four-story apartment building with 447 apartment units, subgrade and surface parking on-site, landscaping, and site improvements (Project).

The Project will meet its parkland dedication requirements of 1.0484 acres as follows:

1. Installation of 1.2 acres of private recreational amenity improvements which provides a credit of 50% against the parkland dedication requirement; and

2. Payment of $1,928,714 in Mitigation Fee Act in-lieu fees which was received in May 2023. An additional payment of $93,271 was received in May 2024 due to a reduction in the amount of private recreational amenity space, which lowered the eligible credit against the parkland dedication requirement, resulting in total fee payments of $2,021,985 in accordance with City Code Chapter 17.35.

This item requests Council consideration and approval of the Private Recreational Amenity Agreement (Attachment 1) necessary to implement the Project’s overall park and recreational land requirements.

DISCUSSION
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In conformance with the City Code, the City and EQR-Lincoln Laguna Clara L.P. (Developer) negotiated the terms and conditions for the construction and the completion of the private recreational amenity improvements of the Private Recreational Amenity Agreement (Agreement). Key provisions of the Agreement include:

1. The Developer will construct and install the private recreational amenity improvements onsite for which credit will be provided in the amount of $2,150,875.

2. The Developer is not eligible for credit for any private recreational improvements which are not completed prior to occupancy and will be required to pay any additional equivalent park in-lieu fees for such improvements.

3. The Developer shall maintain, repair, and replace the private recreational amenity improvements to preserve them from failure or deterioration.

4. The Developer shall submit payment in the amount of $2,021,985 for Mitigation Fee Act in-lieu fees in accordance with City Code Chapter 17.35 (The City acknowledges full payment of said fee as of May 2024).

5. The Developer agrees to restrict the use of private recreational improvements for active recreational uses for the benefit of future owners/renters.

6. The Agreement includes covenants running with the land and shall be binding upon Developer and Developer’s successors and assigns during the term of their respective ownership of the private recreational improvements.

7. Developer shall furnish a performance security to ensure completion of the private recreational improvements for which Developer will be receiving credit.

As noted above, the Agreement contains provisions that restrict use of the private park recreational improvements for recreational purposes only. Such requirement will run with the land and bind Developer and future owners of the property.

ENVIRONMENTAL REVIEW
The Mitigated Negative Declaration for the Project, which included the construction of the private amenity improvements, was approved on September 16, 2020, pursuant to the California Environmental Quality Act (CEQA) (Public Resources Code Section 21000 et seq.). Accordingly, no further environmental review is required.

FISCAL IMPACT
There is no cost to the City for consideration of the Private Recreational Amenity Agreement with EQR-Lincoln Laguna Clara L.P. The Developer will meet its parkland dedication requirement by installing private recreational amenity improvements onsite, for which credit will be provided in the amount of $2,150,875, and by submitting Mitigation Fee Act in-lieu fees in the amount of $2,021,985 City of Santa Clara Printed on 1/24/2025Page 2 of 3
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25-1219 Agenda Date: 1/28/2025
(fully received by May 2024) allocated to the Parks and Recreation Capital Fund.

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

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

RECOMMENDATION
Authorize the City Manager to negotiate and execute the agreement with EQR-Lincoln Laguna Clara L.P. for the installation of private recreational amenity improvements at 3131 Homestead Road at the developer’s sole cost on substantially the terms and in the forms presented, with such minor, non- substantive changes and amendments that may be necessary to implement the parkland dedication requirements for this project, in final forms approved by the City Attorney.

Prepared by: Gina Saporito, Staff Analyst
Reviewed by: Damon Sparacino, Director, Parks and Recreation Approved by: Jōvan Grogan, City Manager

ATTACHMENTS

1. Private Recreational Amenity Agreement with EQR-Lincoln Laguna Clara L.P.

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RECORD WITHOUT FEE
PURSUANT TO GOVERNMENT CODE § 6103
RECORDING REQUESTED BY:

Office of the City Attorney
City of Santa Clara, California
WHEN RECORDED, MAIL TO:

City of Santa Clara
City Clerk's Office
1500 Warburton Avenue
Santa Clara, California 95050
Form per Gov't Code Section 27361.6 SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY The undersigned declares that this document is recorded at the request of and for the benefit of the City of Santa Clara and therefore is exempt from the payment of the recording fee pursuant to Government Code §6103 and 27383 and from the payment of the Documentary Transfer Tax pursuant to Revenue and Taxation Code § 11922.

EBIX Insurance No. *S20000 5 t;S-w

PRIVATE RECREATIONAL AMENITY AGREEMENT
3131 HOMESTEAD ROAD

BETWEEN

THE CITY OF SANTA CLARA,
a chartered California municipal corporation,
AND
EQR-LINCOLN LAGUNA CLARA L.P.,
a Delaware limited partnership

AND CONVENANTS AND RESTRICTIONS FOR

PRIVATE RECREATIONAL AMENITIES

PREAMBLE
This PARKLAND AGREEMENT ("Agreement") is entered into between the CITY OF SANTA CLARA, a chartered California municipal corporation ("City") and EQR-LINCOLN LAGUNA CLARA L.P., a Delaware limited partnership ("Developer"). City and Developer may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
City and Developer 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. Developer desires to develop a residential project ("Development") on the Development Project Site (as hereinafter defined). Developer has obtained building permit BLD2020- 60146 with the City's Planning Department for the Development.

B. Under the provisions of Santa Clara City Code ("SCCC") Chapter 17.35 ("Park and Recreational Land Dedication Ordinance"), every person who constructs or causes to be constructed a dwelling unit or dwelling units or who subdivides residential property shall dedicate land for neighborhood and community parks, pay a fee in lieu thereof, or provide a combination of such dedication and fee, at the discretion of the City ("Parkland Dedication Requirement"). A developer that provides private active recreational amenity space may request to receive credit against the amount of parkland dedication or the amount of the parkland in-lieu fee ("Parkland Fees").

C. Developer has agreed to build private recreation amenities pursuant and subject to the Conditions of Approval and architectural review approved at the Development Review Hearing on September 16, 2020, described in Exhibit D ("Conditions of Approval"), and later modified as shown in Exhibit B ("Private Improvements"), and approved under BLD2020-60146.

D. Developer is the fee title owner of that certain real property located at 3131 Homestead Road, in the City of Santa Clara, County of Santa Clara, State of California and more particularly described in Exhibit A attached hereto (the "Development Project Site").

E. In order for Developer to satisfy Developer's Parkland Dedication Requirement for the residential units identified in the Development Review Hearing approved on September 16, 2020, and later modified as shown in Exhibit B, Developer and City desire to enter into this Agreement pursuant to which Developer shall satisfy Project's Parkland Dedication Requirement as follows:

1. Install private recreational amenity improvements as described in Exhibit B within the Development in conjunction with the construction of the Development in accordance with the requirements of the Conditions of Approval and later modifications as shown in Exhibit B, and for which Developer is also eligible to receive credit against its Parkland Dedication Requirement as set forth in the Park and Recreational Land Ordinance and this Agreement.

Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

11. Pay City Mitigation Fee Act ("MF A") Parkland Fees in the amount of Two Million Twenty-One Thousand Nine Hundred Eighty-Five Dollars ($2,021,985).

City's Director of Parks & Recreation ("Director"), or designee, is charged with the administration of this Agreement. The Director or their designee is responsible for the review, inspection, approval, and acceptance on behalf of the City of the Private Improvements.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the Parties hereby agree as follows:

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

Exhibit A - Development Project Site
Exhibit B - Private Recreational Amenity Improvements Plan Exhibit C - Parkland Requirements, Fees and Credit Summary Exhibit D - Conditions of Approval
Exhibit E - Insurance Requirements
Exhibit F - Bond Forms
This Agreement, including the Exhibits set forth above, contains all the agreements, representations, and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Term. The term ("Term") of this Agreement shall commence on the Effective Date (as hereinafter defined) and shall continue for a period of 5 years, unless sooner terminated or extended as hereinafter provided.

Expiration. Following expiration of the Term or any extension, or if sooner terminated, this Agreement shall have no force and effect, subject, however, to post-termination obligations of Developer and City as set forth herein.

3. REPRESENTATIONS AND WARRANTY
Developer expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform, in all material respects, to the specifications, requirements, and instructions upon which this Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

Agreement is based. Developer agrees to replace or correct any incomplete, inaccurate, or defective materials and services at no cost to City when defects are due to the negligence, errors, or omissions of Developer. If Developer fails to correct or replace materials and services, City may make corrections or replace materials and services and charge Developer for the cost incurred by City.

Developer represents and warrants to City that the following facts are true and correct:

A. The statements and certificates made on the Development approved by the City Architectural Review Committee and documents filed in conjunction with the Development approved by the City Architectural Review Committee remain true and correct. Modifications to these documents, referenced in Exhibit B, have been approved under BLD2020-60146.

B. Any and all documents provided to City pursuant to the terms of this Agreement, or in connection with the execution of this Agreement, shall contain no known inaccuracies or misstatements of fact. Developer covenants that if it becomes aware that any of these documents contain inaccuracies, misstatements or have become obsolete, Developer shall notify City and provide City with the information required to render the documents accurate, complete and current.

C. Developer has the legal ability to enter into this Agreement and Developer's signatories to this Agreement is (are) duly authorized to sign this Agreement on its behalf. In the event the Developer is not the legal owner(s) of the Development Project Site, the legal owner(s) shall also be required to execute this Agreement and shall be subject to all terms, conditions, and obligations of this Agreement.

4. CREDIT FOR PRIVATE RECREATIONAL IMPROVEMENTS
A. The Development is eligible to receive credit for private recreational improvements pursuant to the Park and Recreational Land Ordinance. The itemized inventory and description of the private recreational improvements to be included in the Development by Developer that will receive credit pursuant to Chapter 17 .35 is set forth in Exhibit Band Exhibit C. Developer shall complete the installation of the private recreational improvements described in Exhibit B and Exhibit C on or before the issuance of certificate of occupancy for the Development (including any temporary certificate of residential occupancy). The final certificate of occupancy for the Development shall not be issued, unless and until, all private recreational improvements have been constructed, accepted at City's discretion, and in full compliance with this Agreement, and all Parkland Fees are paid.

B. With respect to any credit for private recreational improvements which have not been completed pursuant to Section 4A of this Agreement, Developer shall be ineligible for credit and shall be required to pay all applicable Parkland Fees in accordance with the fee rate in effect at the time of this Agreement or the amount of the credit received, whichever is greater, as set forth in the Park and Recreational Land Dedication Ordinance.

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Rev: June 2023

C. Developer acknowledges and agrees that use of the private recreational improvements shall be restricted for active recreational uses by this recorded covenant which runs with the land in favor of the future owners/renters of the residential units located within the Development and which expressly cannot be defeated or eliminated without the consent of the City.

D. Developer shall provide maintenance and repair of the private recreational improvements for the life of the development, keeping such property in good condition and repair. "Maintenance" or to "maintain" shall mean the act of caring for property and keeping it in its existing state, preserving it from failure or deterioration, including painting, cleaning, and minor, non-structural upkeep, or replacement when the improvement has significantly deteriorated and has reached the end of its useful life. In the case of landscaping, "maintenance" or to "maintain" shall mean regular fertilizing, irrigation, pruning, and other garden management practices necessary to promote healthy plan growth free of weeds or dead or dying plants.

E. Developer acknowledges and agrees that Developer shall not receive any credit for eligible private recreational improvements pursuant to Park and Recreational Land Dedication Ordinance except those private recreational improvements that are set forth in Exhibit B and Exhibit C and constructed in full compliance with this Agreement.

5. COMPLIANCE WITH THE PARKLAND DEDICATION ORDINANCE
A. City acknowledges and agrees that Developer's performance of this Agreement shall satisfy Developer's obligations under the City's Park and Recreational Land Ordinance for the residential units identified in the Development Review Hearing for the Development. Provided that Developer is not in material default hereunder, and provided further that Developer satisfies all other terms, conditions, and requirements associated with the Development and this Agreement, City shall issue all building permits necessary for the residential units identified on the Tentative Map.

B. The Parties acknowledge and agree that the calculation of the Developer's Parkland Dedication Requirement is accurately set forth in Exhibit C, including the parkland dedicated, the calculation of the Parkland Fees, the credits for the Private Recreational Improvements ("Credits), and any other fees, charges, or reimbursements. Developer shall pay to City the Parkland Fees specified in accordance with the payment instructions set forth in Exhibit C.

C. In the event there is an increase in the number of residential units to be built, a change in the dwelling unit type, or any change to the private amenity area calculations, Developer agrees to immediately notify the Director and to provide additional parkland and/or pay such additional Parkland Fees as required by the Park and Recreational Land Ordinance. Where Developer makes such a notification to the Director, and additional Parkland Fees are owed, the fee in effect at the time of the notification shall apply to the additional residential units, the units affected by change in unit type, and/or the reduction/elimination of recreational amenity space that received credit against the project's parkland dedication requirement.

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Rev: June 2023

For example: Developer submitted an application to City to amend its project. In the event there is a change in the number of residential units to be built, a change in dwelling unit type, and/or the reduction/elimination of recreational amenity space that received credit against the project's parkland dedication requirement, City will prepare an amendment to this Agreement to change the amount of parkland that must be dedicated, or the Parkland Fees to be paid to City in accordance with the number and type of residential units identified on the new or amended project application or request for this Development.

6. REVIEW FOR FEES AND CHARGES RELATED TO PRIVATE

IMPROVEMENTS
A. Developer shall pay to City a fee for review and approval of the Project Specifications for the Private hnprovements and the inspection of the Private hnprovements ( collectively, "Review Fee"). City's Review Fee shall be based on:

1. The 2% Administrative Fee portion of the applicable in lieu fee schedule in effect when the project was deemed complete by the City Planning Department.

11. Developer shall pay all applicable Parkland Fees to the City prior to issuance of a building permit for each dwelling unit.

7. BONDS AND SECURITY
Developer shall furnish to City the following security prior to the issuance of a Notice to Proceed and commencement of any work under this Agreement and for the purposes, in the amounts, and under the conditions that follow:

A. Type and Amounts.

1. Pe1fonnance Security. To assure the Developer's faithful performance ofthis Agreement to complete Private Improvements for credit toward the total Parkland Fees owed to City, Developer shall furnish a performance security in an amount of One Hundred Percent (100%) of the estimated credit of the Private Improvements (hereinafter "Performance Security").

B. Conditions.

1. Developer shall provide the required security on the forms attached hereto as Exhibit F or as otherwise approved by City and from sureties authorized by the California Insurance Commissioner to transact the business of insurance.

11. As a condition of granting any extension for the commencement or completion of the work under this Agreement, Director may require Developer to furnish new security guaranteeing performance of this Agreement, as extended, in an increased amount to compensate for any adjustments in Parkland Fees owed based on changes to Development plans.

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m. If Developer seeks to replace any security with another security, the replacement shall: (1) comply with all the requirements for security in this Agreement; (2) be provided by Developer to Director; and (3) upon its written acceptance by Director, be deemed to be a part of this Agreement. Upon Director's acceptance of a replacement security, the former security may be released by City.

C. Release of Securities. City shall release the securities required by this Agreement as follows:

1. Performance Security. City shall release the Performance Security upon issuance of the final certificate of occupancy.

11. City may retain from any security released, an amount sufficient to cover costs and reasonable expenses and fees, including reasonable attorney's fees.

D. Neither the City, nor any officer or employee thereof, shall be liable or responsible for any accident, loss, or damage, regardless of cause, occurring to the work or Private Improvements.

8. DEFAULT
A. Developer shall be in default hereunder upon the occurrence of any one or more of the following events ("Event of Default"):

1. Developer's failure to timely cure any defect in the Private Improvements.

11. Developer's failure to perform substantial construction work for a period of thirty (30) calendar days after commencement of the work. 111. Developer's insolvency, appointment ofreceiver, or the filing of any petition in bankruptcy, either voluntary or involuntary, which Developer fails to discharge within thirty (30) days.
1v. Developer assigns this Agreement in violation of Section 9. v. Developer fails to perform or satisfy any other term, condition, or obligation under this Agreement, subject to any applicable notice and cure periods.

B. If an Event of Default occurs and the Event of Default is not cured by Developer, City shall rescind Developer's eligibility for credit towards its Parkland Fee requirement.

City shall have the right, at its sole discretion, to draw upon or use the appropriate security to mitigate City's damages in the Event of Default by Developer. Developer acknowledges and agrees that City's right to draw upon or use the security is in addition to any other remedies available by law or in equity to City. The Parties acknowledge and agree that the estimated costs and security amounts may not reflect the actual cost of construction of the Private Improvements, and therefore, City's damages in the Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

Event of Default by Developer shall be measured by the actual cost of completing the required Private Improvements to the satisfaction of City.

C. Unless the Director determines that the circumstances warrant immediate enforcement of the provisions of this Section 8 in order to preserve the public health, safety, and welfare, the Director shall give twenty (20) working days' prior written notice of termination to Developer ("Notice Period"), which notice shall state in reasonable detail the nature of Developer's default and the manner in which Developer can cure the default. During the Notice Period, Developer shall have the right to cure any such default; provided, however, if a default is of a nature which cannot reasonably be cured within the Notice Period, Developer shall be deemed to have timely cured such default for purposes of this Section 8 if Developer commences to cure the default within the Notice Period, and prosecutes the same to completion within a reasonable time thereafter.

D. City's rights and remedies specified in this Section 8 shall be deemed cumulative and in addition to any rights or remedies City may have at law or in equity.

9. ASSIGNMENT AND SUBCONTRACTING
City and Developer bind themselves, their successors and assigns to all covenants of this Agreement. Prior to completion of the Private Improvements and issuance of the certificate of occupancy therefore ("Completion"), this Agreement shall not be assigned or transferred without the prior written approval of City, not to be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Developer have the right to assign this Agreement to an entity under the direct or indirect control of Developer or an Affiliate of Developer without prior approval of City. Any attempts to assign or transfer any terms, conditions, or obligation under this Agreement without the expres~ written consent of City, except as otherwise expressly set forth herein, shall be voidable at City's sole discretion.

Subject to this Section, this Agreement shall be binding upon and shall inure to the benefit of the Parties' respective successors, assignees, transferees, and legal representatives. From and after completion, no consent or approval shall be required to assign or transfer this Agreement, however, Developer shall provide City with written notice of any assignment or transfer within 30 days following such transaction. For the purposes of this paragraph, "Affiliate" shall mean (1) any corporation, limited liability company, partnership or other entity which directly or indirectly controls, is controlled by, or is under common control with Developer, ERP Operating Limited Partnership, an Illinois limited partnership ("ERP"), or Equity Residential, a Maryland real estate investment trust ("EQR"); and (2) a limited partnership ( or a limited liability company) in which Developer or an entity controlled by Developer, ERP, or EQR is the managing general partner (or managing member)

10. INDEPENDENT CONTRACTOR
Developer and all person(s) employed by or contracted with Developer to furnish labor and/or materials under this Agreement are independent contractors and do not act as Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

agent(s) or employees(s) of City. Developer has full rights to manage its employees in their performance under this Agreement.

11. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Developer agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the performance by Developer pursuant to this Agreement - including claims of any kind by Developer's employees or persons contracting with Developer to perform any portion of the work under this Agreement 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. Developer'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 Developer), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Developer 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, Developer 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 Developer's responsibilities under the Act.

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

13. WAIVER
Developer 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, nor acceptance 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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Rev: June 2023

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

City of Santa Clara
Attention: Parks & Recreation Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Developer addressed as follows:

EQR-Lincoln Laguna Clara, L.P.
c/o Equity Residential
135 Main Street, Suite 1600
San Francisco, CA 94105
Attn: Drew Sullins
and by e-mail at [email protected]
With a copy to:

Equity Residential
Two North Riverside Plaza, Suite 400
Chicago, IL 60606
Attn: General Counsel
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.

15. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.

16. FORCE MAJEURE
A. "Force Majeure Event" shall be defined as any matter or condition beyond the reasonable control of a Party, including war, public emergency or calamity, fire, earthquake, extraordinary inclement weather, Acts of God, strikes, labor disturbances or actions, civil disturbances or riots, epidemics, quarantine restrictions, shortages in necessary materials, freight embargoes, subsurface conditions ( environmental and geotechnical) not known or anticipated as of the Effective Date, litigation brought by third parties against either the City or Developer or both, actions ( or inaction when action is required) of governmental authorities or utilities, or any governmental order or law which causes an interruption in the construction of the Private Improvements Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

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(the "Work" for purposes of this section) or prevents timely delivery of materials or supplies.

B. Should a Force Majeure Event prevent performance of this Agreement, in whole or in part, the Party affected by the Force Maj eure Event shall be excused or performance under this Agreement shall be suspended to the extent commensurate with the Force Majeure Event; provided that the Party availing itself of this Section shall notify the other Party within ten business (10) days of the affected Party's knowledge of the commencement of the Force Majeure Event; and provided further that the time of suspension or excuse shall not extend beyond that reasonably necessitated by the Force Majeure Event.

C. Notwithstanding the foregoing, the following shall not excuse or suspend performance under this Agreement:

1. Performance under this Agreement shall not be suspended or excused for a Force Maj eure Event pertaining to the Wark if such event is not defined as a Force Majeure Event under the applicable contract for the Work.

11. Negligence or failure of a Developer to perform its obligations under a contract for the Work (other than for a Force Majeure Event as defined under the applicable contract) shall not constitute a Force Majeure Event. 111. The inability of Developer for any reason to have access to funds necessary to carry out its obligations under this Agreement or the termination of any contract for the prosecution of the Work for such reason or for Developer's default under such contract shall not constitute a Force Majeure Event.

17. BOOKS AND RECORDS
A. Developer shall be solely responsible to implement internal controls and record keeping procedures in order to comply with this Agreement and all applicable laws. Developer shall maintain any and all ledgers, books of account, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the activities performed by Developer under this Agreement, including without limitation those relating to the construction of the Private Improvements, for a minimum period of three (3) years, or for any longer period required by law, from the date of termination of this Agreement or the date of the City's acceptance of the Private Improvements, whichever is longer. Notwithstanding this previous sentence, Developer shall retain such records beyond three (3) years so long as any litigation, audit, dispute, or claim is pending.

B. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit at no cost to City, at any time during regular business hours, upon three (3) business days' prior written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers.

Copies of such documents shall be provided to City for inspection at City Hall when it Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at 135 Main Street, Suite 1600, San Francisco, CA 94105.

C. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Developer's business, City may, by written request by any of the above-named officers, require that custody of the records be given to City and that the records and documents be maintained in City Hall.

Access to such records and documents shall be granted to any party authorized by Developer, Developer's representatives, or Developer's successor-in-interest.

D. Developer's obligations under this Section shall be in addition to Developer's obligations specified in Exhibit D.

18. MISCELLANEOUS PROVISIONS
A. Captions. Captions and Sections of this Agreement are for convenience only and shall not be considered in resolving any questions of interpretation or construction.

B. Incorporation of Recitals. The Recitals contained in this Agreement are hereby incorporated into the terms of this Agreement.

C. Plurality. As used in this Agreement and when required by the context, each number (singular and plural) shall include all numbers.

D. Nondiscrimination. Developer, its employees, agents, representatives, contractors, and subcontractors shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, national origin, or any other recognized or protected class in connection with or related to the performance of this Agreement. Developer shall expressly require compliance with the provisions of this Section 18(D) in all agreements with contractors and subcontractors for the performance of the improvements hereunder.

E. This Agreement binds and inures to the benefit of the Parties and their respective successors, assigns and legal representatives. This Agreement and all provisions thereof constitute covenants running with the land and shall be binding upon Developer, and Developer's successors and assigns during the term of their respective ownership of the private recreational improvements.

F. Developer has read each and every part of this Agreement, including without limitation, its exhibits, and Developer freely and voluntarily has entered into this Agreement. This Agreement is a negotiated document and shall not be interpreted for or against any party by reason of the fact that such Party may have drafted this Agreement or any of its provisions.

G. Whenever in this Agreement words of obligation or duty are used, such words shall have the force and effect of covenants. Any obligation imposed by either Party shall Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

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include the imposition on such Party of the obligation to pay all costs and expenses necessary to perform such obligation.

H. This Agreement is entered into pursuant to and shall be governed by the Park and Recreational Land Ordinance. If not otherwise defined in this Agreement, capitalized terms shall have the meanings set forth in Chapter SCCC 17.35.

I. Amendment. City Manager, or designee, is authorized on behalf of City to execute any amendments pursuant to Section 3C of this Agreement.
' J. Compliance with Laws. Developer certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Developer and that no person associated with Developer has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement.

Developer 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. Developer will advise City if, to Developer's knowledge, a conflict arises.

K. Fair Unemployment. Developer shall not discriminate against any employee or applicant for employment because ofrace, 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.

L. No Use of City Name or Emblem. Developer 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.

M. 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, Santa Clara, California.

N. Severabilit y 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.

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

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Rev: June 2023

20. 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.

21. COUNTERPARTS
This Agreement may be executed in multiple originals, each of which is deemed an original, and may be signed in counterparts.

SIGNATURES FOLLOW ON PAGES 15 & 16
Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives . The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.

Approved as to Form:

GLENN R. GOOGINS
City Attorney

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated:
"CITY"
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
* All signatures must be accompanied by an attached notary acknowledgement. * Proof of authorization for signatures is required to be submitted concurrently with this Agreement.

Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

EQR-LINCOLN LAGUNA CLARA, L.P., a Delaware limited partnership By: EQR-Lincoln Santa Clara, L.L.C., a Delaware limited liability company, its general partner
By: EQR-Rehab Master Limited Partnership, a Delaware limited partnership, its managing member
By: EQR-Rehab Master GP, L.L.C., a Delaware limited liability company, its general partner
By: ERP Operating Limited Partnership, an Illinois limited partnership, its member
By: Equity Residential, a Maryland real estate investment trust, its general partner
Title:

Dated: \ 'l--"70 ,,z.i
Local Business c/o Equity Residential 135 Main Street, Suite 1600, Address: San Francisco, CA 94105
Email Address: [email protected]
Telephone: (415) 744-4287
"DEVELOPER"
* All signatures must be accompanied by an attached notary acknowledgement. * Proof of authorization for signatures is required to be submitted concurrently with this Agreement.

Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

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STATE OF CALIFORNIA )
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I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023
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ONATHAH EMANUEL QUEVEDO
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STATE OF CALIFORNIA

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------ -- ------ - ----- ---~ (Name, Title of officer - e.g. Jane Doe, Notary Public) personally appeared _ ____ _ _ ______ ____ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) , and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
(Seal)
(Signature of Notary)
Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

EXHIBIT A

LEGAL DESCRIPTION/ DEVELOPMENT PROJECT SITE
The Land referred to herein below is situated in the City of Santa Clara, County of Santa Clara, State of California, and is described as follows:

PARCEL B AS SHOWN ON CERTIFICATE OF LOT LINE ADJUSTMENT, AS EVIDENCED BY DOCUMENT RECORDED JUNE 17, 2014 AS INSTRUMENT NO. 22623085 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING ALL OF PARCEL ONE AND A PORTION OF PARCEL TWO AS DESCRIBED IN THAT CERTAIN GRANT DEED RECORDED AUGUST 7, 2000, AS DOCUMENT NUMBER 15346919, SANTA CLARA COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEASTERLY CORNER OF SAID PARCEL ONE, SAID POINT ALSO BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF HOMESTEAD ROAD.

THENCE ALONG THE EXTERIOR LINES OF SAID PARCELS ONE AND TWO THE FOLLOWING SEVEN (7) COURSES AND DISTANCES :

1. WEST, 705.38 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT;

2. ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 89°57'33" FOR AN ARC DISTANCE OF 31 .40 FEET TO A POINT ON THE EASTERLY LINE OF QUINCE A VENUE;

3. ALONG SAID EASTERLY LINE OF QUINCE A VENUE, NORTH 00°02'27" WEST, 460.01 FEET TO THE SOUTHWEST CORNER OF PARCEL "A" AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD ON AUGUST 2, 2007 IN BOOK 816 OF MAPS AT PAGES 42 AND 43, SANTA CLARA COUNTY RECORDS;

4. LEAVING LAST EASTERLY LINE, EAST, 130.00 FEET ALONG THE SOUTHERLY LINE OF PARCELS "A", "B", "C" AND "D" TO THE SOUTHEAST CORNER OF PARCEL "D" OF SAID PARCEL MAP;

5. NORTH 00°02'27" WEST, 260.52 FEET ALONG THE EASTERLY LINE OF SAID PARCEL "D" AND THE EASTERLY LINE OF LOTS 3 AND 4 AS SHOWN ON THAT CERTAIN MAP OF TRACT NO. 8355 FILED FOR RECORD ON JULY 2, 1990 IN BOOK 615 OF MAPS AT PAGES 28 AND 29, SANTA CLARA COUNTY RECORDS, TO A POINT ON THE SOUTHERLY LINE OF PARCEL "A" AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORD ON FEBRUARY 17, 1971 IN BOOK 278 OF MAPS AT PAGE 56, SANTA CLARA COUNTY RECORDS;
Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

6. EAST, 695.90 FEET ALONG THE SOUTHERLY LINE OF LAST SAID PARCEL A AND THE SOUTHERLY LINE OF LOTS 6, 7, 8 AND 9 AS SHOWN ON THAT CERTAIN MAP OF TRACT NO. 5585 FILED FOR RECORD ON AUGUST 26, 1974 IN BOOK 344 OF MAPS AT PAGE 55, SANTA CLARA COUNTY RECORDS, TO THE NORTHWEST CORNER OF LOT 9 AS SHOWN ON THAT CERTAIN MAP OF TRACT NO. 1589 FILED FOR RECORD ON OCTOBER 18, 1955 IN BOOK 63 OF MAPS AT PAGES 18, 19 AND 20, SANTA CLARA RECORDS;

7. SOUTH ALONG THE WESTERLY LINE OF LOTS 4, 5, 6, 7, 8 AND 9 AS SHOWN ON SAID MAP OF TRACT NO. 1589, 378.32 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT NORTHERLY

82.20 FEET, MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF SAID PARCEL TWO; , .

THENCE LEAVING THE EXTERIOR LINE OF SAID PARCEL TWO AND CONTINUING THE FOLLOWING TWO (2) COURSES AND DISTANCES:

1. WEST, ALONG LAST SAID PARALLEL LINE, 100.00 FEET;

2. LEAVING SAID PARALLEL LINE, SOUTH, 82.20 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL ONE;
THENCE SOUTH ALONG THE EASTERLY LINE OF SAID PARCEL ONE, A DISTANCE OF 280.00 FEET TO THE POINT OF BEGINNING.

Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

EXIIlBITB

PRIVATE RECREATIONAL AMENITY IMPROVEMENTS PLANS
(beginning on the next page)
Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

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3131 HOMESTEAD ROAD• LAGUNA CLARA APARTMENTS 11.11.19 L-4.1

EXHIBITC

PARKLAND REQUIREMENTS, FEES AND CREDIT SUMMARY
Developer will construct 185 dwelling units generating an estimated 414 net new residents (2.24 persons/household x 185 net new multi-family dwelling units). Based on the Mitigation Fee Act Dedication Standard of 2.53 acres of parkland per 1,000 residents, the amount of public parkland required for this Project to mitigate the impact of the total new resident demand is 1.0484 acres.

The equivalent fee in-lieu of parkland dedication is anticipated to be $4,172,860 before accounting for deductions and credits.

Developer has proposed to meet the required parkland dedication of 1.0484 acres through the dedication of 1.2007 acres (52,301 sq. ft.) of private recreational amenities, and to pay the remainder owed as a fee in lieu of parkland dedication in the amount of $2,021,985.

According to City Code Chapter 17.35, projects may submit a written request for up to 50% credit against the amount of parkland dedication or the amount of the in-lieu fee thereof for eligible onsite private parkland and recreational amenities devoted to active recreational uses provided the development meets the requirements contained in City Code. This Project includes

1.2007 acres of private recreational amenities. The credit is therefore approximately 0.6003 acres with a value of $2,150,875. The balance of fees due in lieu of parkland dedication is $2,021,985.

In summary, the calculations above are:

Fee Due in Lieu of Parkland Dedication $4,172,860
$2,150,875
$2,021,985
Credit for Onsite Private Parkland and Recreational Amenities Balance of Fee Due in Lieu of Parkland Dedication
Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

Table 1. Computation of Parkland Dedication
Project Unit Type: Multi Fam Dwelling Miti2ation Fee Act Persons/Dwelling Type 2.24
Net New Multi Family Project Units 185
Total New Residents 414
Parkland Dedication Required (acres): R/1,000 x 2.53 1.0484 Equivalent In Lieu Fee $4,172,860
Table 2. Public Parkland Dedications Proposed, Service Level Parkland Proposed Square Feet Acres Type of Dedication
NIA
Total to be dedicated: 0 0
Table 3. Credit for Proposed Private Onsite Park & Recreation "Active Rec Uses" Square Feet
Accessible Swimming Pool w Adjacent Deck 13275
Picnic Area on the Podium 4245
Picnic Area on the Roof Deck 7630
Game Area 2960
Community Garden 2120
Picnic Area - centrally located 3920
Off Leash Dog Area 2738
Sport Court 1000
Fitness Area 3932
Park-Like Quiet Area 2436
Recreation Building - Community Room 3245
Fitness Room 2115
Game Room 2685
Total: 52301
Credit at 50% for Private Active Recreation & Equivalent Value:

Balance of Fees Due In-Lieu of Parkland Dedication:

Private Recreational Amenity Agreement/ £QR-Lincoln Laguna Clara L.P.

Rev: June 2023
Acres

0.3048

0.0975

0.1752

0.0680

0.0487

0.0900

0.0629

0.0230

0.0903

0.0559

0.0745

0.0486

0.0616

1.2007

0.6003 / $2,150,875
$2,021,985

EXHIBITD

PARKS & RECREATION DEPARTMENT CONDITIONS OF APPROVAL
*Please note the Conditions of Approval below represent those required by the Park and Recreation Department and have been updated with current numbers and changes to the private recreational amenities; other Conditions of Approval by other City departments still apply.

PRl . This Project is not a subdivision and the Mitigation Fee Act provisions apply. The project will generate an estimated 414 new residents (2.24 persons/household x 185 net new units). Based on the Mitigation Fee Act standard of 2.53 acres/1,000 residents, the amount of public parkland required for this project to mitigate the impact of the new resident demand is approximately 1.0484 acres. The equivalent fee due in lieu of parkland dedication is therefore $4,172,860.

PR2. In lieu fees imposed under Chapter 17.35 shall be due and payable to the City prior to issuance of a building permit for each dwelling unit.

PR3. Application for Credit. Developers may request up to 50% credit for eligible private active recreational uses provided the development contains at least four (4) of the eight (8) elements itemized in the City Code. These elements must equal a minimum of 0. 75 acres, or 32,670sf, of private open space. The calculation of private open space shall not include features required to be included by zoning, building codes and other applicable laws such as court areas, setbacks, decorative landscape, etc. The Project includes 52,301 sq. ft., after deducting a 4-foot set-back, of private on-site active recreational amenities and will receive credit at 50%, or 26,151 sq. ft. See Table 3.

PR4. The balance of fees due in lieu of parkland dedication is $2,021,985. See Table 3.

PR5. Dwelling Unit Tax. According to City Code Chapter 3 .15, a dwelling unit tax is also due based upon the number of units and additional bedrooms. The Project mix includes 46 studio units, 115 one-bedroom units, and 24 two-bedroom units. The total DUT owed for the net new units is $2,895.

PR6. Calculations may change if the number of units change or if any areas do not conform to the Ordinance and City Code Chapter 17.35.

Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

EXHIBITE

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

2. Exact structure and layering of the coverage shall be left to the discretion of Developer; however, any excess or umbrella policies used to meet the required limits shall be sufficiently broad to meet the requirements of this Agreement.

3. To the extent that the following provisions are included in the ISO CG 00 01 form, they shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Developer 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 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, non­ owned and hired autos.

Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P .

Rev: June 2023

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 Developer 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 Developer 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. 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. 2.

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 Developer'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, a blanket additional insured endorsement, or its equivalent.

Primary and non-contributing. Each insurance policy provided by Developer shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Developer'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. If such policies cannot be so endorsed, Developer shall be responsible to provide notice of such cancellation or modification.
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 Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

4. 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 non-renewal. If such policies cannot be so endorsed, Developer shall be responsible to provide notice of such cancellation or modification.

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 D of this Exhibit E, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Developer and City agree as follows:

1. Developer 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 Developer, provide the same minimum insurance coverage required of Contractor, except as with respect to Limits. Developer 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. Developer 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. Developer agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City 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.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Developer, 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, reasonably satisfactory to City and as described in this Agreement. Developer 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.

G. EVIDENCE OF COMPLIANCE
Developer 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, Developer shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 - S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
I Ebix Way
John's Creek, GA 3 0097
All of the insurance companies providing insurance for Developer 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.

Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

EXHIBITF

BOND FORMS
Private Recreational Amenity Agreement/ EQR-Lincoln Laguna Clara L.P.

Rev: June 2023

iiAIA Document A312™ - 2010
Performance Bond
CONTRACTOR:
(Name, legal status and addres j
EQR-LINCOLN LAGUNA CLARA LP.
135 Main Street, Suite 1600
San Francisco, CA 95050
OWNER:
(Name, legal status and address)

CITY OF SANTA CLARA
1500 Warburton Avenue
Santa Clara, CA 95050

CONSTRUCTION CONTRACT
Date:

Bond No.

SURETY:
(Name, legal status and principal place
of business)

TRAVELERS CASUALTY AND SURETY

COMPANY OF AMERICA
One Tower Square
Hartford, CT 06183
Amount: Two Million One Hundred Fifty Thousand Eight Hundred Seventy Five and 00/100 Dollars ($2,150,875 .00)
Description:
(Name and location)
Private Recreational Amenity Agreement 3131 Homestead Road BOND
Date: December 3, 2024
(Not earlier than Construction Contract Date)
Two Million One Hundred Fifty Thousand Eight Hundred Seventy Five and 00/100 Dollars Amount: ($2,150,875.00)
Modifications to this Bond: □ None □ See Section 16

CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
This document has important legal
consequences. Consultation with
an attorney is encouraged with
respect to its completion or
modification .

Any singular rererence to
Contractor, Surety, Owner or
other party shall be considered
plural where applicable.

AIA Document A312-201 o
combines two separate bonds, a
Performance Bond and a
Payment Bond, into one form.

This is not a single combined
Perrormance and Payment Bond.

EQR-LINCOLN LAGUNA CLARA L.P. TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA Signature:

Name
and Title:

Signature:

Name Susan A. Welsh, Attorney-in-Fact
and Title:
(Any additional signatures appear on the last page of this Performance Bond.) (FOR INFORMATION ONLY -- Name, address and telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE:

AON RISK SERVICES CENTRAL, INC. (.4.rchitect, Engineer or otherpartv .. :)' 200 E. Randolph St.

Chicago, IL 60601
(312) 381-1000
AIA Document A312™ - 2010. The American Institute of ArcMects . 1 § 1 The Contractor and Surety. jointly and severally, bind tl1emselves, tl1eir heirs. executors, administrators, successors and assigns to the Owner for the perfonnance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor peiforms the Construction Contract, tlle Surety and tlle Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as pro'\-ided in Section 3. § 3 If there is no Owner Default under the Construction Contract. the Surety's obligation under tllis Bond shall arise after
.1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whetller tlle Owner is requesting a conference among tlle Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may. within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise , any conference requested under this Section 3.1 shall be held witllin ten ( IO) business days of the Sure~ ·s receipt of the Owner's notice. If the Owner , the Contractor and the Surety agree. the Contractor shall be allowed a reasonable time to perform tlle Construction Contract, but such an agreement shall not waive the Owner's right if any, subsequently to declare a Contractor Default:
.2 the Owner declares a Contractor Default. tenninates tile Construction Contract and notifies the Surety; and
.3 tl1c Owner has agreed to pay the Balance of the Contract Price in accordance with tile temlS of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3. I shall not constitute a failure to comply witl1 a condition precedent to tl1e Surety's obligations. or release the Surely from its obligations, except to the extent tile Surety demonstrates actual prejudice.
§ 5 When tl1e Owner has satisfied the conditions of Section 3. the Surety shall promptly and at the Surety's expense take one of the following actions:
§ 5.1 Arrange for the Contractor, with tile consent of the Owner, to perfonn and complete the Construction Contract:
§ 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors:
§ 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable lo the Owner for a contract for performance and completion oftlle Construction Contract arrange for a contract to be prepared for execution by the Owner and a contrc1ctor selected with tlle Owner's concurrence, to be secured with perfonnancc and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as descnbed in Section 7 in excess of tlle Balance of the Contract Price incurred by the Owner as a result of tl1e Contractor Default; or
§ 5.4 Waive its right to perform and complete. arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances:
.1 After im1estigation, detennine tile amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner: or .2 Deny liability in whole or in part and noti(v the Owner, citing tlle reaso11S for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness. the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that tlle Surety perfonn its obligations under tllis Bond, and tl1e Owner shall be entitled to enforce any remedy available to the Owner. If tlle Surety proceeds as provided in Section 5.4, and the Owner refuses tl1e payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner.

AIA Document A312™ - 2010. The American lnstHute of Archttects. 2 § 7 ff the Surety elects to act under Section 5.1, 5.2 or 5.3. then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, witoout duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract:
.2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5: and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract actual damages caused by delayed perfonnance or non-perfonnance of the Contractor. § 8 If the Surety elects to act under Section 5. l. 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract. and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators. successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding. legal or equitable. under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted with.in two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perfonn its obligations under this Bond. whiche\'er occurs first. If the provisions of this Paragrapl1 are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.
§ 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which t11eir signature appears.
§ 13 When this Bond has been furnished lo comply with a statutory or other legal requirement in the location where ll1e construction was to be perfonned, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions confonning to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished. the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.
§ 14 Definitions
§ 14.1 Balance of the Contract Price. The total an1ount payable by the Owner to the Contractor under tl1e Construction Contract after all proper adjustments have been made. including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract.
§ 14.2 Construction Contract The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or wah·ed, to perfom1 or otherwise to comply with a material tenn of the Construction Contract. § 14.4 owner Default. Failure of the Owner, which has not been remedied or waived. to pay the Contractor as required under the Construction Contract or to pelfonu and complete or comply with the 0U1er material tenns of the Construction Contract.
§ 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 lfthis Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Chvner shall be deemed to be Contractor.

AIA Document A312™ - 2010. The American Institute of Archttects. 3 § 16 Modifications to tl1is bond are as follows:
(.'lpace is provided below for additional signatures of added parties, other than those appearing on the cover page.)

CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature: ____ ____ _____ Signature:

Name and Title: , Name and Title: , Attorney-in-Fact
Address: Address:

AIA DocumentA312™ -2010. The American lnstHute of Archttects. 4 Document A312™ - 2010
Payment Bond
CONTRACTOR:
(Name, legal status and address)
EQR-LINCOLN LAGUNA CLARA LP .
135 Main Street, Suite 1600
San Francisco, CA 95050
OWNER:
(Name, legal status and address)

CITY OF SANTA CLARA
1500 Warburton Avenue
Santa Clara, CA 95050

CONSTRUCTION CONTRACT
Date:

Bond No.

SURETY:
(]'lame, legal status and principal place
of business)

TRAVELERS CASUAL TY AND SURETY

COMPANY OF AMERICA
One Tower Square
Hartford, CT 06183
Amount: Two Million One Hundred Fifty Thousand Eight Hundred Seventy Five and 00/100 Dollars ($2,150,875.00)
Description:
(Name and location)
Private Recreational Amenity Agreement 3131 Homestead Road BOND
Date: December 3, 2024
(Not earlier than Construction Contract Date)
A
Two Million One Hundred Fifty Thousand Eight Hundred Seventy Five and 00/100 Dollars mount: ($2,150,875 .00)
Modifications to this Bond: □ None □ See Section 18

CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
This document has important legal
consequences . Consultation with
an attorney is encouraged with
respect to its completion or
modification.

Any singular reference to
Contractor, Surety, Owner or
other party shall be considered
plural where applicable .

AIA Document A312-201 O
combines two separate bonds, a
Performance Bond and a
Payment Bond, into one form.

This is not a single combined
Performance and Payment Bond.

EQR-LINCOLN LAGUNA CLARA L.P . TRAVELERS CASUAL TY AND SURETY COMPANY OF AMERICA Signature: _ __________ Signature:

Name Name Susan A. Welsh, Attorney-in-Fact
and Title: and Title:
(.4ny additional signatures appear on the last page of this Payment Bond.) (FOR INFORMATION ONLY - Name, address and telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE:

AON RISK SERVICES CENTRAL, INC. (.4rchitect, Engineer or other party:) 200 E. Randolph St.

Chicago, IL 60601
(31 2) 381-1 000
AIA Document A312™ - 2010. The American Institute of Architects. 5 § 1 The Contractor and Surety ,jointly and severally, bind tl1emselves. their heirs. executors. administrators. successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the perfonnance of the Construction Contract which is incorporated herein by reference. subject to the following tenns. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds hannless the Ovmer from claims, demands. liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety aoo the Contractor shall have no obligation under this Bond.
§ 3 If there is no Owner Default under the Construction Contract. the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and tl1e Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in t11e performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When tlle Owner has satisfied tlle conditions in Section 3, the Surety shall promptly and at t11e Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim. demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following:
§ 5.1 Claimants, who do not have a direct contract with tl1e Contractor . . 1 have furnished a written notice of non-payment to the Contractor. stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to ilie Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor. have sent a Claim to the Surety (at the address described in Section 13).
§ 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1. l. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2. whichever is applicable, t11e Surety shall promptly and at the Surety's expense take the follmving actions:
§ 7.1 Send an answer to the Claimant. with a copy to the Owner. within si~iy (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify ilie Claimant for tl1e reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3. and tl1e amount of this Bond shall be credited for any payments made in good faith by the Surety.
§ 9 Amounts owed by the Owner to the Contractor under the Construction Contract sba.11 be used for the perfonnance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond. they agree tllat all funds earned by the Contractor in the perfonnance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety mxier this Bond. subject to the Owner's priority to use the funds for tl1e completion oftl1e work.

AIA Document A312™ - 2010. The American Institute of Architects. 6 § 10 The Surely shall nol be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond. and shall have under th.is Bond no obligation to make payments to, or give notice on behalf of. Claimants or otherwise have any obligations to Claimants under Lllis Bond . § 11 The Surety hereby waives notice of any change , including changes of time. to the Conslruction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other llian in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the e:-..-pirntion of one year from ll1e date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (I) or (2) first occurs . lf the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears . Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received .
§ 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed. any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions confonuing to such statutory or other legal requirement shall be deemed incorporated herein . When so furnished , the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.
§ 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond. the Contmctor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made . § 16 Definitions
§ 16.1 Claim. A written statement by the Claimant including at a minimum:
.1 the name of the Claimant:
.2 l11e name of the person for whom the labor ,vas done. or materials or equipment furnished:
.3 a copy of the agreement or purchase order pursuant to which labor , materials or equipment was furnished for use in the perfonnance of the Construction Contract:
.4 a brief description of the labor, materials or equipment furnished; .5 tl1e date on which the Claimant last perfonued labor or last furnished materials or equipment for use in the pcrfonnance of the Construction Contract:
.6 tl1e total amount earned by the Claimant for labor. materials or equipment furnished as of the date of the Claim:
.7 the total amount of previous payments received by the Claimant and .8 the total amount due and unpaid to tl1e Claimant for labor. materials or equipment furnished as of the date of the Claim.
§ 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor. materials or equipment for use in the perfonnance of the Construction Contract. The tenn Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located . The intent of this Bond shall be Lo include without limitation in tlie tenns "labor, materials or equipment" that part of water, gas, power, light , heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors , and all other items for which a mechanic's lien may be asserted in ll1e jurisdiction where the labor , materials or equipment were furnished.
§ 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes 1nade to tl1e agreement and tl1e Contract Documents.

AIA Document A312™ - 2010. The American Institute of Architects. 7 § 16.4 owner Default Failure of the Owner, which has not been remedied or waived. to pay the Contractor as required under the Construction Contract or to perfonn and complete or comply with the other material terms of the Construction Contract.
§ 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subconttactor, the tenn Contractor in this Bond shall be deemed to be Subcontractor and the tenn Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows:
(Space is provided be/aw for additional signatures of added parties, other than those appearing on the cover page.)

CONTRACTOR AS PRINCIPAL SURETY
Company: (Corporate Seal) Company: (Corporate Seal)
Signature: ______________ Signature:

Name and Title : . Name and Title: , Attorney-in-Fact
Address: Address:

AIA Document A312™ - 2010. The American Institute of Architects. 8 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1116 Agenda Date: 1/28/2025

REPORT TO CITY COUNCIL

SUBJECT
Action to Authorize the City Manager to Amend the City Loan Terms for the Belovida Apartments to Enable the County to Structure a Hard Loan to Replace the Current Bank Loan to Stabilize the Project and to Increase the City loan by up to $90,000 to Cover the Gap in Repair Costs and Approve the Related Budget Amendment

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
In July 2008, the City of Santa Clara appropriated up to $4,955,000 for a loan (the “City Loan”) to CORE Affordable Housing LLC and Charities Housing Development Corporation (“Developer”) for the construction of Belovida Santa Clara, a new affordable senior housing project with 27 one-bedroom units for residents with incomes ranging from 30-50% of area median income. The project is located at 1828-1878 Main Street in Santa Clara and consists of one three-story residential building (the “Project” or “Belovida Apartments”). The project was initially funded through bond funds, a loan from the City, a loan from the California Housing Finance Authority, a bank loan, and tax credit equity. The City Loan came from set aside funds collected by the Redevelopment Agency of the City of Santa Clara. The City Loan was structured to mature on June 30, 2065 with a 2.75% interest rate to be paid by residual receipts when cash flow is available after covering senior debt service, ground lease payments, and other permitted expenses. The City entered into this agreement in July 2008 to further affordable housing goals pursuant to California Community Redevelopment Law.

The City Loan is secured by a leasehold deed of trust. The ground lease between the Developer and a third-party family trust requires annual lease payments of $48,000 with an annual increase of $500.

The lease is set to expire on February 28, 2077.

Residents at Belovida Apartments are elderly and extremely low-income. The Developer has held rents lower than allowed by State income limits to avoid the displacement of vulnerable residents and this has put financial strain on the Project. The result is that the Project has been unable to produce enough cash flow to make payments on the City Loan and maintenance has been deferred. The Project is nearing the end of its 15-year Low Income Housing Tax Credit (LIHTC) compliance period and now is a good time to reposition the Project financially.

City staff have been working with the Developer, the County Office of Supportive Housing, Department of Veteran’s Affairs, and Destination Home to structure a long-term solution to stabilize Belovida Apartments and to address deferred maintenance. The current strategy will replace the existing bank loan with a low-interest loan from the County and will convert seven units into supportive housing for veterans using a variety of sources, including Veteran Affairs Supportive City of Santa Clara Printed on 1/24/2025Page 1 of 4
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Housing (VASH) vouchers. Charities Housing also received a commitment from Destination Home for a two-year rent subsidy to eliminate the rent burden for existing elderly tenants and to partially fund rehabilitation work for deferred maintenance. Destination Home intends to use this as a pilot project for addressing the growing problem of severely rent burdened seniors living in income restricted affordable housing.

On May 28, 2024, the City Council allocated up to $409,950 from the City’s Permanent Local Housing Allocation (PLHA) to help rehabilitate the Belovida Apartments. Following this meeting, County staff determined that PLHA funds could not be used for repairs on this specific project type.

To address this, the County intends to pay for repairs using another source and to use PLHA funds as the operating subsidy to lower rent for impacted residents. This funding swap will create a $90,000 gap in the repair budget.

On October 8, 2024, the County committed up to $1,310,500 to originate two loans to stabilize the Project: (1) a new County Affordable Housing Fund (AHF) permanent loan for $990,050 to pay off the higher interest rate private loan from Bank of America and (2) a PLHA permanent loan for $319,950, using the City’s allocation, was also approved to subsidize rents for extremely low and very low- income seniors.

The County anticipates requiring hard payments on the County AHF loan while the PLHA loan will require residual receipts payments.

DISCUSSION
The funding swap mentioned above has resulted in the City putting only $319,950 in PLHA funds into this preservation deal. This leaves the project $90,000 short for meeting the stated repair budget. To make the project whole and allow the full scope of repairs and maintenance to move forward, staff recommends increasing the City Loan by up to $90,000 from $4,955,000 to $5,045,000.

The County AHF loan terms require hard payments which means that the County will receive a fixed annual principal payment of approximately $24,147 subject to net available cash flow. After operating expenses, ground lease, and County AHF loan payments are made, any residual cash flow would be split proportionally between the City and the Developer (50/50). The City’s share will be used to pay the City Loan and the PLHA loan. The County AHF loan will bear a 2.75% interest rate and will mature on February 28, 2065 with a 41-year term for the affordability restrictions. However, the County AHF loan (junior lien) will have priority for payments during the term of the loan. In the event of a sale or foreclosure, the City Loan (senior lien) shall have priority in repayment. Without the restructuring of the loans, it is unlikely the City will be repaid with the cash flow that the project has incurred. A lower cost loan and vouchers and one-time repairs will reposition the project to restart to pay the City’s loan while keeping senior vulnerable residents in place.

The financial repositioning of Belovida will allow the project to continue operating at deep affordability levels, it will prevent the displacement of vulnerable residents, and it will safeguard against the risk of foreclosure. It is unlikely the project will pay off the entire City Loan and accrued interest by February 28, 2065, but the Developer estimates the Project could begin paying down the City Loan by 2036.

The term sheet for the City Loan Amendment is included as Attachment 1.

ENVIRONMENTAL REVIEW
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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
This Project has yet to generate sufficient cash flow to begin repaying its soft debt. However, this Project restructuring will lower debt service cost by replacing the existing senior bank loan and adding funding from various sources including Veterans Affairs Supportive Housing (HUD-VASH) vouchers. This will increase cash flow and help ensure that the City Loan will be at least partially repaid. Without this collaborative restructuring, it is likely the City would see little or no repayment over the same term.

Increasing the City Loan by up to $90,000 will allow for deferred maintenance and repairs to move forward and will ensure the building can operate well in future years. This increase is recommended to be funded using available unrestricted fund balance in the City Affordable Housing Fund.

Budget Amendment
FY 2024/25
Current Increase/
(Decrease)
Revised
City Affordable Housing Fund (165)
Expenditures
Capital Outlay $10,264,353 $90,000 $10,354,353
Fund Balance
Unrestricted Ending Fund Balance $5,631,765 ($90,000) $5,541,765

COORDINATION
This report was coordinated with City Manager’s Office, City Attorney’s Office, Department of Finance, and Department of Community Development.

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

RECOMMENDATION

1. Approve and authorize the City Manager or designee, to negotiate, execute and amend the loan documents to permit the repayment of the County AHF loan in a junior lien position prior to the repayment of the City loan in a senior lien position, before the distribution of residual receipts, in a final form approved by the City Attorney;

2. Approve and authorize the City Manager or designee, to negotiate, execute and amend the City of Santa Clara Printed on 1/24/2025Page 3 of 4
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loan agreement to increase the City Loan by up to $90,000, from $4,955,000 to $5,045,000 to address the gap created when the PLHA funds were swapped and replaced with Destination Home funds to pay for repairs, to make modifications to the loan documents consistent with the Term Sheet and as reviewed by the City Attorney for form and consistency; and

3. Approve the FY 2024/25 budget amendment in the City Affordable Housing Fund, increasing the Capital Outlay appropriation in the amount of $90,000 and decreasing the unrestricted ending fund balance in the amount of $90,000 (five affirmative Council votes required for the use of unused balances).

Reviewed by: Afshan Hamid, Director of Community Development Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. City Loan Amendment Term Sheet
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Housing & Community Services
1500 Warburton Ave.

Santa Clara, CA 95050
408-615-2490
BELOVIDA SENIOR APARTMENTS – TERM SHEET

AMENDMENT TO THE CITY LOAN

Date: December 17, 2024

OWNER REQUEST: Belovida Santa Clara, L.P., a California limited partnership (“Borrower”), hereby requests the City to consider the following items (“Transactions”):

1. Increase the existing City Loan by up to $90,000, from $4,955,000 to $5,045,000.

2. Consent to a new loan refinance transaction in the total principal amount of up to $1,310,500 to be made by the County of Santa Clara to pay off the existing senior debt and provide funds to rehabilitate Belovida Senior Apartments; and

3. Consent to the exits/substitution of the limited partner and general partner.

SUMMARY OF CITY ACTIONS:

The summary below describes the City requirements as part of the Transaction.

A. Amendment of Loan Terms: Associated with the Transaction, the terms and conditions of the existing City loan will be amended, and the loan documents will be modified to reflect the requested changes as set forth herein. See Exhibit A for details of the amendments to the terms of the City Loan.

PROJECT DESCRIPTION & FINANCING OVERVIEW

1. PROJECT DESCRIPTION: The Property is a low-income apartment building consisting of 28 units located at 1420 Main Street, Santa Clara. The Property has 27 rent-restricted units restricted by the City’s existing Agreement Containing Covenants to 9 Extremely Low-Income an d 18 Very Low - Income senior households.

2. EXISTING CITY LOAN: The Project currently has a $ 4,955,000 permanent loan from the City of Santa Clara (“City Loan”). The City Loan is evidenced by a Promissory Noted dated August 1, 2008, that bears 2.75% simple interest and secured by a leasehold deed of trust. The City Loan is scheduled to mature on June 30, 2065 (“Maturity Date”). The City receives 50% Residual Receipt payments. As of November30, 2024, the outstanding unpaid principal balance of the City Loan is $4,955,000 and $2,140,552.16 in accrued unpaid interest.

3. SPONSOR: Charities Housing Development Corporation of Santa Clara County

- Cityof
Santa Clara
The Center of What's Possible
TERM SHEET: Belovida Senior Apartments
December 17, 2024

4. AMENDED AND RESTATED CITY LOAN

The revised Loan terms are set forth in Exhibit A “Amended Terms and Conditions to the Existing City Loan,” attached hereto.

5. DOCUMENTATION

a. This Term Sheet is not intended to set all of the terms, conditions and documents required by the City for this Transaction, which shall include customary provisions and documents to be approved by City (including, but not limited to, all such documents mentioned in this Term Sheet and all City documents evidencing, securing or related to City documents related to this Project, shall in all respects be satisfactory to City ( collectively, “City Documents”).

b. Borrower shall promptly deliver to City any further documentation which may be required by City.

c. Changes or Amendments: No Project loan documents which are subject to City’s review or approval shall be modified in any material aspect or terminated without the prior written approval of the City. Such approval will be focused on whether such changes are consistent with the long-term viability and financial projections for the Project.

d. Conflict: If a conflict arises between terms herein and terms in the City Documents, the City Documents shall prevail.

e. Expiration: The subject Term Sheet expires 10 days from the date written above. Please return a fully executed copy to the City by January 9, 2025.

ATTACHMENT

Exhibit A: Amended Terms and Conditions to the Existing City Loan

TERM SHEET: Belovida Senior Apartments
December 17, 2024

ACCEPTED BY:

“BORROWER”

Belovida Santa Clara, L.P., a California limited partnership

By: Charities Belovida LLC, a California limited liability company its Managing General Partner

By: Charities Housing Development Corporation of Santa Clara County a California nonprofit public benefit corporation
its sole member

By:

Mark J. Miki
Executive Director

Date: _________________________________

By: CORE Belovida, LLC, a California limited liability company Its Co-General Partner

By: _________________________________

Name: _________________________________

Title: _________________________________

Date: _________________________________

TERM SHEET: Belovida Senior Apartments
December 17, 2024

EXHIBIT A

AMENDED TERMS AND CONDITIONS TO THE EXISTING CITY LOAN

1. AMENDED LOAN AMOUNT: The City Loan shall be increased by up to $90,000, from $4,955,000 to $5,045,000. Any accrued unpaid interest shall not be capitalized into the principal amount of the Loan but will remain payable as a separate obligation.

2. INTEREST RATE: No change.

3. MATURITY DATE: No change.

4. LOAN DOCUMENTS: The Borrower will enter into an Amended and Restated City Loan Documents which shall evidence the City Loan terms as set forth in this Term Sheet.

5. PAYMENTS: Payable from City’s pr oportionate share of the Residual Receipts . City’s “Proportionate Share” shall mean the City’s pro-rata share of the total outstanding principal amount due under the proposed County PLHA loan in the amount of $319,550, which is .95%, so long as the County PLHA loan is outstanding at the time of determination of City’s Proportionate Share.

6. RESIDUAL RECEIPTS SPLIT: 50% to Borrower and 50% to lenders listed in #5 above.

7. NO SUBORDINATION: The City shall not subordinate its deed of trust and the Covenants to any lenders’ deed of trust or regulatory agreement.

8. PROFORMA BUDGET: Borrower shall submit for City approval a financial pro forma (the “Pro forma”) reflecting Borrower’s sources and uses of funds and projections of estimated income and operating expense cash flow for the Project.

9. SCOPE OF WORK: Borrower shall submit a scope of work for the proposed rehab work.

10. ORGANIZATIONAL AGREEMENTS: Borrower shall submit to City, Articles of Incorporation /By-Laws, Corporate Resolutions and Incumbency Certificate, LLC documents, limited partnership agreement with all exhibits and amendments thereto and related filings or recorded documents, a current good status certificate and such related documentation as City may request.

11. COMPLIANCE: Prior to closing, the Sponsor must be in compliance on all of its projects with the City including, but not limited to, rent and income compliance and document submission compliance.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1257 Agenda Date: 1/28/2025

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the Use of City Electric Forces for Public Works at Various Locations

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.”

DISCUSSION
Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating and maintaining the electric system that can be leveraged to more economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings. Therefore, staff recommends that the City Council declare and determine that City forces can better perform the installation of the following electric facilities and approve the use of City forces.

Estimate Number: 39771
Location: 3390 Forest Avenue
Type of Service: New Business (2005)
Description of Work: Remove ±100' streetlight conductor, and install ±200' low voltage overhead conductor, 1-200A residential meter.

Estimated Cost: $2,686
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 39956
Location: 5201 Patrick Henry Drive
Type of Service: Temporary Power (2005)
Description of Work: Remove 2500A meter, 400A meter, ±15' low voltage conductor and City of Santa Clara Printed on 1/24/2025Page 1 of 3
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connectors. Install 2500A meter, 400A meter, ±15' low voltage conductor and connectors.

Estimated Cost: $11,552
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38962
Location: 2441 Mission College Boulevard
Type of Service: New Business (2005)
Description of Work: Reconnecting the customer service cables and disconnecting from temporary power.

Estimated Cost: $7,512
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15302 (Class 2 - Replacement or Reconstruction) of Title 14 of the California Code of Regulations as the proposed work involves the replacement or reconstruction of existing utility systems and facilities involving negligible expansion of capacity.

FISCAL IMPACT
The funds to support the staff time for work performed by Silicon Valley Power (SVP) and related construction materials for the work detailed in this report totaling $21,750 is included in the FY 2024/25 Adopted CIP Budget, in the New Business Estimate Work project in the Electric Utility Capital Fund. All referenced work will be performed by City SVP staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION

1. Determine that the proposed action is exempt from CEQA pursuant to Section 15302 (Class 2 - Replacement or Reconstruction) of Title 14 of the California Code of Regulations; and

2. Declare and determine in accordance with Section 1310 of the City Charter that the public City of Santa Clara Printed on 1/24/2025Page 2 of 3
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works located at 3390 Forest Avenue, 5201 Patrick Henry Drive, and 2441 Mission College Boulevard are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of the public works consistent with this authorization.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-63 Agenda Date: 1/28/2025

REPORT TO STADIUM AUTHORITY BOARD

SUBJECT
Action on Stadium Authority Bills and Claims for the Month of November 2024

BOARD PILLARS
Enhance Community Engagement and Transparency
Ensure Compliance with Measure J and Manage Levi’s Stadium

BACKGROUND
Disbursements made by the Stadium Authority are based on invoices submitted for payment. Prior to payment, staff reviews all disbursement documents to ensure that the invoiced goods or services have been provided.

The Bills and Claims listing represents the cash disbursements required of normal and usual operations during November 2024. Budget control is set by the Stadium Authority Board through the budget adoption process.

DISCUSSION
At its March 12, 2024 meeting, the Stadium Authority Board adopted the Santa Clara Stadium Authority Fiscal Year 2024-25 Operating, Debt Service, and Capital Budget which runs from April 1, 2024 to March 31, 2025. Significant expenditures (greater than $5,000) paid in November 2024 include:
· Payments totaling $262,218.03 to the City of Santa Clara for the following:
o $189,245.48 for reimbursement of General and Administrative (G&A) City payroll costs (e.g., Executive Director’s Office (City Manager’s Office), Stadium Authority Counsel’s Office (City Attorney’s Office), and Treasurer’s Office (Finance Department)) o $72,972.55 for Senior/Youth Fees for NFL Games 3-5
· Payments totaling $117,651.50 to CWS Construction Group, Inc. for the following:
o $84,863.25 for CapEx Project - Overhead Doors, Motors, Sensors and Track Replacements
o $32,788.25 for CapEx Project - Smoke Evacuation System - Fire Smoke Curtain Replacement
· Payment totaling $14,537.63 to EyeP Solutions, Inc. for CapEx Project - Secure Video File Sharing Software Integration
· Payments totaling $1,407,163.64 to Forty Niners Stadium Management Company, LLC for the following:
o $1,405,045.18 for November 2024 Stadium Manager Expenses, inclusive of Shared Stadium Expenses
o $387.40 for CapEx Project - Lighting Fixture Replacement / LED Retrofit / Sports City of Santa Clara Printed on 1/24/2025Page 1 of 3
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Lighting
o $619.84 for CapEx Project - Levi's Naming Rights Signage Refurbishment/Replacement
o $1,111.22 for CapEx Project - Plumbing
· Payments totaling $20,432.36 to InTWO, Inc. for Financial Management System Monthly Services (July - October 2024)
· Payment totaling $11,705.00 to KPMG LLP for SCSA 2023-24 Audit · Payment totaling $128,200.00 to Populous Group, LLC for the following:
o $81,000.00 for CapEx Project - Levi's Naming Rights Signage Refurbishment/Replacement
o $47,200.00 for CapEx Project - Lighting Fixture Replacement / LED Retrofit / Sports Lighting
· Payment totaling $36,194.69 to Stryker for CapEx Project - Lucas CPR Assist Device · Payments totaling $14,126.26 to Wilson, Ihrig & Associates, Inc. for Stadium Noise Monitoring Services (June - September 2024)
· Payment totaling $10,728.00 for Legal Services (September - October 2024) Names of law firms have been redacted from the Bills and Claims report. The Supreme Court of California in Los Angeles County Board of Supervisors v. Superior Court, (2016) 2 Cal.5th 282, held that invoices specifying the amounts billed by a law firm to a client fall within the scope of attorney- client privilege while the matters are active. In accordance with the Supreme Court’s ruling, the names of law firms retained by the Stadium Authority, and the specific amounts billed by each, have been redacted from the public report to maintain the confidentiality of billing records for specific legal services. The aggregate amount spent on legal services in the subject time period has been provided.

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

FISCAL IMPACT
The fiscal impact to the Stadium Authority is $2,022,957.11

COORDINATION
This report has been coordinated with the Executive Director and Stadium Authority Counsel’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
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Approve the list of Stadium Authority Bills and Claims for November 2024.

Reviewed by: Kenn Lee, Treasurer
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. November 2024 SCSA Bills and Claims
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Payment Date Vendor Invoice No. Description Fund Amount 11/4/2024 City of Santa Clara N/A B2420 SCSA Payroll Costs Operating 94,209.42 $ 11/4/2024 City of Santa Clara N/A B2421 SCSA Payroll Costs Operating 95,036.06 11/8/2024 City of Santa Clara N/A Senior/Yout h Fees for NFL Game 3 Operating 24,271.45 11/8/2024 City of Santa Clara N/A Senior/Youth Fees for NFL Game 4 Operating 24,341.45 11/8/2024 City of Santa Clara N/A Senior/Youth Fees for NFL Game 5 Operating 24,359.65 262,218.03$
11/1/2024 CWS Construction Group, Inc. Application 2 CapEx Project - Overhead Doors, Motors, Sensors and Track Replacements CapEx 79,785.75 11/1/2024 CWS Construction Group, Inc. Application 2 (2) CapEx Project - Smoke Evacuation System - Fire Smoke Curtain Replacement C apEx 30,813.25 11/25/2024 CWS Construction Group, Inc. Application 3 CapEx Project - Overhead Doors, Motors, Sensors and Track Replacements CapEx 5,077.50 11/25/2024 CWS Construction Group, Inc. Application 3 (2) CapEx Project - Smoke Evacuation System - Fire Smoke Curtain Replacement CapEx 1,975.00 117,651.50
11/8/2024 EyeP Solutions, Inc. 24-688 CapEx Project - Secure Video File Sharing Software Integration CapEx 14,537.63 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - Security Operating 133,473.00 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - Stadium Ops Operating 281,995.0 0 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - Engineering Operating 327,933.0 0 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - Guest Services Operating 51,714 .00 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - Groundskeeping Operating 26,374 .00 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - SBL Sales & Service Operating 2 03,970.46 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - BNY Inclusive Operating 180,000 .00 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - Insurance Operating 86,686.52 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - StadCo Tenant Improvements Ope rating 2,371.45 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - Naming Rights Operating 48,213. 00 11/1/2024 Forty Niners Stadium Management Co, LLC SLS-24754 November 2024 Stadium Manager Expenses - Other G&A Operating 62,314.75 11/25/2024 Forty Niners Stadium Management Co, LLC SLS-24776 CapEx Project - Lighting Fixture Replacement / LED Retrofit / Sports Lighting CapEx 387.40 11/25/2024 Forty Niners Stadium Management Co, LLC SLS-24776 CapEx Project - Levi's Naming Rights Signage Refurbishment/Replacement CapEx 340.91 11/25/2024 Forty Niners Stadium Management Co, LLC SLS-24776 CapEx Project - Plumbing CapEx 1,111.22 11/25/2024 Forty Niners Stadium Management Co, LLC SLS-24776 CapEx Project - Levi's Naming Rights Signage Refurbishment/Replacement CapEx 278.93 1,407,163.64
11/1/2024 InTWO, Inc. 41057-US Financial Management System Monthly Services (July 2024) Operating 350.52 11/1/2024 InTWO, Inc. 41056-US Financial Management System Monthly Services (July 2024) Operating 4,757.57 11/26/2024 InTWO, Inc. 41261-US Financial Management System Monthly Services (August 2024) Operating 350.52 11/26/2024 InTWO, Inc. 41262-US Financial Management System Monthly Services (August 2024) Operating 4,757.57 11/26/2024 InTWO, Inc. 41962-US Financial Management System Monthly Services (September 2024) Operating 350.52 11/26/2024 InTWO, Inc. 41990-US Financial Management System Monthly Services (September 2024) Operating 4,757.57 11/26/2024 InTWO, Inc. 42204-US Financial Management System Monthly Services (October 2024) Operating 350.52 11/26/2024 InTWO, Inc. 42251-US Financial Management System Monthly Services (October 2024) Operating 4,757.57 20,432.36
11/25/2024 KPMG LLP 8005731003 SCSA 2023-24 Audit Operating 11,705.00 Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of November 2024

Payment Date Vendor Invoice No. Description Fund Amount Santa Clara Stadium Authority
Bills and Claims
Expenses Paid by Wire or ACH Transfer
For the Month of November 2024
11/25/2024 Populous Group, LLC 0079097 CapEx Project - Levi's Naming Rights Signage Refurbishment/Replacement CapEx 81,000.00 11/25/2024 Populous Group, LLC 0079092 CapEx Project - Lighting Fixture Replacement / LED Retrofit / Sports Lighting CapEx 47,200.00 128,200.00
11/25/2024 Stryker 9204942063 CapEx Project - Lucas CPR Assist Device CapEx 883.09 11/25/2024 Stryker 9205263261 CapEx Project - Lucas CPR Assist Device CapEx 31,997.47 11/25/2024 Stryker 9206029770 CapEx Project - Lucas CPR Assist Device CapEx 3,314.13 36,194.69
11/1/2024 Wilson, Ihrig & Associates, Inc. 22162N11 Stadium Noise Monitoring Services (June - August 2024) Operating 12,246.26 11/4/2024 Wilson, Ihrig & Associates, Inc. 22161N12 Stadium Noise Monitoring Services (September 2024) Operating 1,880.00 14,126.26
11/25/2024 1506645 Legal Services (September 2024) Operating 11/25/2024 1506653 Legal Services (September 2024) Operating 11/25/2024 1509281 Legal Services (October 2024) Operating 10,728.00
November 2024 Total 2,022,957.11$

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-125 Agenda Date: 1/28/2025

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with Care Solace, Inc. to Provide Coordination for Mental Health Care and Social Services to Residents and Employees of the City of Santa Clara and Related Budget Amendment

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

BACKGROUND
According to the National Alliance on Mental Illness (NAMI), 1 in 5 U.S. adults experience mental illness each year and 1 in 6 U.S. youth, aged 6-17, experience a mental health disorder each year.

According to NAMI, individuals experiencing a mental health issue can find it challenging to live everyday life and maintain recovery. Without treatment, the consequences of mental illness for the individual and society are staggering. Untreated mental health conditions can result in unnecessary disability, unemployment, substance abuse, homelessness, inappropriate incarceration, suicide, and poor quality of life.

The following are a few facts and statistics on mental illness listed on NAMI’s website:
· In 2020, 1 in 15 U.S adults experienced both a substance use disorder and mental illness · In 2020, among U.S. adults who received mental health services:
o 17.7 million experienced delays or cancellations in appointments o 7.3 million experienced delays in getting prescriptions o 4.9 million were unable to access needed care
· High school students with significant symptoms of depression are more than twice as likely to drop out compared to their peers
· 21.1% of people experiencing homelessness in the U.S. have a serious mental health condition
· Suicide is the 2nd leading cause of death among people aged 10-34 · Caregivers of adults with mental or emotional health issues spend an average of 32 hours per week providing unpaid care
· The rate of unemployment is higher among U.S. adults who have mental illness (7.4%) compared to those who do not (4.6%)
· Across the U.S. economy, serious mental illness causes $193.2 billion in lost earnings each year
The City of Santa Clara is committed to ensuring and supporting a culture of safety and wellbeing for its residents and employees. The City continues to actively explore new partnerships and services City of Santa Clara Printed on 1/24/2025Page 1 of 9
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that will complement and/or enhance existing services with the goal of improving the provision of and connections to mental health care services and social services for the community, including those who may be experiencing homelessness and/or affected by opioid use disorder (OUD) or substance use disorder/mental health conditions.

In alignment with supporting a culture of safety and wellbeing, staff is requesting Council consideration and approval to authorize the City Manager to negotiate and execute an Agreement with Care Solace, Inc. (Care Solace) for a three-year term in an amount not to exceed $390,000 ($130,000 annually), with the option to extend for two (2) additional one-year periods. The contract will provide coordination for mental health care and social services to residents and employees of the City of Santa Clara at a cost equivalent to approximately $1 per person annually.

DISCUSSION
The sections below describe Care Solace’s services and how the proposed partnership will further complement City services through a streamlined system that will improve residents and employees’ access to mental health care and social services, regardless of coverage.

Care Solace
Care Solace is a mental health care coordination service on a mission to improve access to care, regardless of circumstances. By providing a tech-enabled human approach, Care Solace ensures that individuals receive equitable access to reliable, ethical, and high-quality mental health care, regardless of coverage, including private insurance, Employee Assistance Program (EAP), Medicaid, and sliding scale options for those without insurance. This enables referred individuals, regardless of need severity or type, to receive a rapid connection to well-matched care. Care Solace provides timely connections to verified mental health providers and City and County of Santa Clara (County) social services, expands on existing programs, and bridges the gaps for needs that exceed the scope of those services.

Serving as a coordinated point of entry to mental health and social services, Care Solace supports the entire City ecosystem, including but not limited to: City departments, first responders, crisis centers, social workers, courts/jails, and the school district(s). Care Solace’s services will be made available to all City of Santa Clara residents and employees (“Eligible Users”). Staff is currently in the process of engaging the Santa Clara Unified School District (SCUSD) on its interest to utilize Care Solace’s services through the City’s agreement for school district families and employees (who are not City residents), at no cost to SCUSD and no additional cost to the City. Should SCUSD confirm its interest, staff will include SCUSD families and employees as “Eligible Users” in the City’s final agreement with Care Solace.

Care Solace's two main services - Care Match and Care Companion™(s) - will enhance the City’s current services while filling gaps. Care Solace will be accessible to all City residents and employees through a simple warm handoff process, or self-guided process through Care Match. Care Solace will deliver these services to City residents and employees through the following:

Care Companions provide care coordination to users by assessing the situation, finding appropriate providers, securing an appointment, and following through on care in a Warm Handoff ® process.

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to well-matched care. The team is available by phone, email, video chat, or text 24 hours per day, 7 days per week, 365 days per year, and can coordinate care in over 200 languages. Care Companions are dedicated advocates that help people looking for treatment every step of the way, finding providers based on needs, making calls to confirm availability and specialties, scheduling appointments, following up to see if appointments are attended, and if Care Solace and provider services have met expectations. If not, they will assist in locating additional providers.

Care Companions will research options based on language, treatment modalities, preferences for cultural identity, religious background, gender of a therapist, or insurance: free, low-cost, or private pay options, and more. Before connecting an individual with a resource, the Care Companion will verify that the provider matches the needs of the individual and will confirm the provider has been through our verification process.

Care Companions are experienced in care coordination and empathetic customer service - supporting individuals in need from diverse cultural and socioeconomic backgrounds - and navigating the mental health and insurance systems. Each Care Companion receives 150 hours of extensive training before supporting Care Solace users. Their initial training and ongoing professional development cover topics including: mandated reporting; mental health and substance use awareness; pathways of care; cultural and LGBTQIA+ awareness; nuances of mental health and insurance systems; suicidal ideation; and supporting vulnerable populations.

Care Companions will be available and work directly with users to connect them with mental health and social services providers. The team is supervised by Care Solace’s licensed mental health team, which manages complex needs and escalated cases.

Care Match is Care Solace’s online tool for self-guided care navigation. This portal/software supports self-guided access to the Care Solace provider network. This is an anonymous search tool that offers the same providers' search capabilities to all Eligible Users. The link to this software can be co- branded with the City’s logo, subject to the express written consent of the City, and will be made available to residents and employees on any website or benefit platform.

Care Match is a self-service 24/7/365 online portal that provides an anonymous way for individuals to find care matched to their needs. Care Solace will create and operate a proprietary custom web link to Care Match, branded for the City, allowing authorized users access to its robust proprietary database of mental health care providers serving all pathways of care. From any cell phone, mobile device, or computer, any individual can confidentially search Care Solace’s proprietary database in any language. They will be matched to verified community providers based on their needs and preferences, including mental health concern(s), wait, availability, insurance or financial needs, type of preferred treatment, language, or other preferences for care such as proximity, gender, or cultural identity of a therapist, faith-based services or LGBTQIA+ allied services.

Care Solace’s Provider Database offers Eligible Users access to a continually growing more than 673,000 verified mental health providers, including those offering advanced pathways to care.

Providers are geo-coded so an individual can select a local provider for in-person sessions if that is their preference. Selection filters also include language, ethnicity, age, specialization, and more.

Care Solace’s robust proprietary database of community health partners serves all care pathways and severity of need. Care Solace’s Provider Research and Development Team continuously updates City of Santa Clara Printed on 1/24/2025Page 3 of 9
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its database to ensure it contains extensive options and the most recent information on providers.

Care Solace maintains high standards for verifying and including providers in the database. For an individual provider to be listed in the database, they must be a licensed, master’s level clinician.

The verification process includes confirming the following:
● The provider or facility possesses a current and active professional state license authorizing the practice of the type of services being provided
● The professional state license is in good standing: i.e., there are no disciplinary entries, the provider is not on probation, or the license is not expired, etc. ● The individual provider or facility does not appear on the current State (if available) or Federal Office of Inspector General’s List of Excluded Individuals/Entities. The individual provider or organization has not received a “D” or “F” from the Better Business Bureau. ● Location, specialty/ies, phone number, and accepted insurances are also confirmed.

Care Solace does not have a financial relationship with any community providers and does not pay or collect monies to/from providers, or have an agreement in place to promote mental health resources, and does not accept advertisements or sponsorship sales. This allows Care Solace to have an unbiased and objective approach to identifying providers for users.

Social Services Coordination: Additionally, the City and Care Solace recognize that users utilizing Care Solace’s services may also require connections to available social services, including but not limited to food and shelter. Care Solace will work with the City to build and implement a Social Services database that offers users connections to social services offered by the City, County, service providers, and/or community organizations to support all of the social determinants of health.

Reporting: Understanding the importance of data and how it guides decision making, Care Solace will provide a monthly impact report including key performance indicators (KPIs) on total utilization, number of users, total communications, confirmed appointments, type of needs, anonymous searches, referrals from staff, insurance pathways utilized for services, and the primary community- based mental health services that people are connecting with. Reporting of services provided can be delineated by age, gender, and ethnicity. Data also includes the number of individuals who declined services or were unreachable, individual time saved, and communications breakdown by the time of day. Reporting of services provided can be delineated by office location, age, gender, and ethnicity.

As part of the proposed agreement, Care Solace will attend City Council meetings to present on its reporting and impact as requested by the City.

Enhancement of City Services
The City provides a variety of services related to mental health care access and response to the community and its employees respectively through existing programs and partnerships. These services and partnerships include but are not limited to the following:

Community Services
· The City’s Police Department Community Response Team (CRT) conducts outreach and responds to the most concerning societal issues facing our community today including homelessness and mental health crises. CRT implements a wide range of work efforts, including connecting people experiencing homelessness to existing services in partnership City of Santa Clara Printed on 1/24/2025Page 4 of 9
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with service providers. The Police Department has an existing Memorandum of Understanding (MOU) with the County of Santa Clara to establish a Psychiatric Emergency Response Team (PERT) program and dedicate a mental health clinician to support CRT. This cross-system collaboration is intended to provide rapid intervention and improved response and outcomes for individuals with mental illness and substance abuse who come in contact with law enforcement.
· In partnership with WeHOPE, the City provides weekly mobile shower and laundry services (Dignity on Wheels) for unsheltered individuals. Dignity on Wheels also provides connections to other support services.

Employee Resources
· The City provides a confidential Employee Assistance Program (EAP) to employees and their spouse/domestic partner, household members, and dependent children up to age 26 at no cost to the employee. The EAP includes 1) confidential counseling on a variety of issues including stress, substance use, emotional wellbeing, 2) work-life resources and services (including financial and legal consultations) and parenting and childcare referrals, and 3) coaching. Attached to the report is a flyer summarizing the City’s EAP benefits. · The City has also hired a Wellness Coordinator to provide coaching and counseling to employees on various matters.

The City plans to incorporate Care Solace’s services to further enhance the programs and services described above and complement future services that City staff is currently in the process of developing to better support community members from vulnerable populations, including those experiencing homelessness.

Sole Source Justification
The recommendation to enter into an agreement with Care Solace is being made under the authority of Santa Clara City Code (SCCC) Section 2.105.280(b)(4) which allows for an exemption from the City’s purchasing requirements when a service is considered unique such that requirements for competitive procurement are contrary to public interest. A sole source contract with Care Solace is being recommended for the following reasons:
· Uniqueness of the Services
. Care Solace’s provides a single interface to social and mental health services and thereby ensures that communities have access to reliable, ethical, and equitable mental health care services, regardless of the circumstances. Care Solace is the only service provider that aggregates hundreds of thousands of clinical therapy and telehealth resources as well as insurance information from state Medicaid agencies, sliding scale, and private insurances into one database to streamline care coordination and reduce time, frustration, and attrition in accessing mental health care. Care Solace provides flexible options to those in need of care so that they can utilize an anonymous pathway to care, a self-service portal, and/or a specially-tailored collaborative process with dedicated care companions to assist in finding the right mental health and social services match. The uniqueness of Care Solace’s services makes a competitive procurement contrary to public interest, particularly given the urgent need for social and mental health coordination services. · Proven Track Record
. Care Solace’s services have been widely adopted by school districts and public agencies in the State, underscoring their effectiveness in providing mental health City of Santa Clara Printed on 1/24/2025Page 5 of 9
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care coordination. Notably, many of these agencies have entered into sole source contracts with Care Solace based on the uniqueness of their services and the urgency to address mental health need. The following agencies are among those utilizing Care Solace:
o Cupertino Union School District
o San Mateo County Office of Education
o Moreland School District
o Cambrian School District
o San Leandro Unified School District
o Oak Grove School District
o East Side Union High School District
o Fremont Unified School District
o City of Stockton
Opioid Settlements Funds
On July 21, 2021, a proposed settlement was announced to resolve lawsuits against three pharmaceutical distributors (McKesson, Americource, and Cardinal Health) and Janssen (Johnson & Johnson) (“Settlement Agreements”). Under the Settlement Agreements, the three large distributors and Janssen are required to pay up to $5 billion to an abatement account fund (“Abatement Fund”) for distribution to eligible counties and cities. While the City did not participate as a named party in the litigation, the City did qualify to receive annual payments from the Abatement Fund. On December 21, 2021, the City Council authorized the City Manager to execute the Settlement Agreements.

In December 2022, California Attorney General Rob Bonta signed on to new settlement agreements with Teva, Allergan, Walgreens, Walmart, and CVS (“New Settlements”). The terms and conditions of the New Settlements mirror those of the original Settlement Agreements. Eligible cities and counties stand to receive up to $1.8 billion under the New Settlements, which is in addition to the (up to) $2.2 billion California agencies are expected to receive under the original Settlement Agreement, and that the City is already participating in.

Under the New Settlements, the City would receive 0.067% of Abatement Funds for a weighted total of 0.0549723%. Assuming all 431 eligible counties and cities join the agreements, the City may receive up to $845,000 over the course of 15 years.

Funds received through the Abatement Fund must be spent on eligible abatement activities and expenditures. In addition, at least 50% of the funds received each year must be used for the following high impact abatement activities:

1. The provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program;

2. Creating new or expanded Substance Use Disorder (SUD) treatment infrastructure;

3. Addressing the needs of communities of color and vulnerable populations that are disproportionately impacted by SUD;

4. Diversion of people from the justice system into treatment, including by providing training and resources to first responders and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or City of Santa Clara Printed on 1/24/2025Page 6 of 9
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5. Interventions to prevent drug addiction in vulnerable youth.

The services provided by Care Solace align with the following categories defined under the California State-Subdivision Agreements:
· High Impact Abatement Activity 3: Addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD. Opioid remediation activities specifically addressing the needs of those at risk of developing an SUD within communities of color, including racial and/or ethnic minorities, and vulnerable populations. Vulnerable populations include, but are not limited to, individuals with limited or no access to health care, individuals experiencing adversities related to socioeconomic status, gender, sexual orientation, and/or mental health conditions, unhoused individuals, pregnant and parenting individuals, and/or at-risk children and youth.
· High Impact Abatement Activity 4: Diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction.

In addition to High Impact Activities noted above, the services provisioned under the Care Solace agreement align with the following allowable expenditures identified in the settlement agreements:
· Support centralized call centers that provide information and connections to appropriate services and supports for persons with Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder / Mental Health (SUD/MH) conditions. · Purchase automated versions of Screening, Brief Intervention, and Referral to Treatment (SBIRT) services, and support ongoing costs of the technology. · Expand warm-hand-off services to transition recovery.

As such, staff is recommending use of the opioid settlement funds, and approval of a related budget amendment, to cover the service costs in an amount not to exceed $390,000 ($130,000 annually) for the three-year agreement with Care Solace to provide the described social services and mental health care coordination services.

The attached agreement’s terms and conditions have been agreed upon by both the City and Care Solace; however, the City would like to complete its engagement with SCUSD to confirm its interest in participating in the scope of service before finalizing the agreement for execution, pending Council approval of staff’s recommendations. Unless modified otherwise as part of Council’s direction/actions, the Services described in this report and in the draft agreement will be provided.

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.

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FISCAL IMPACT
Staff recommends using opioid settlement funds to cover the agreement with Care Solace, Inc., in an amount not to exceed $390,000 for a term of three years. The opioid settlement funds are appropriated in the Expendable Trust Fund. As approved as part of the FY 2023/24 Budget Year-End Report on December 3, 2024, the opioid settlement funds appropriation was carried over totaling $210,963. In the current fiscal year, an additional $335,000 has been received by the City. The recommended action to appropriate the additional opioid funding received is detailed in the table below.

Budget Amendment
FY 2024/25
Current Increase/
(Decrease)
Revised
Expendable Trust Fund
Revenue
Other Agencies Revenue $0 $335,000 $335,000
Expenditure
Opioid Settlement Funds $210,963 $335,000 $545,963
Any funding related to exercising the City’s option to extend the Agreement will be subject to future budget appropriations.

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

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].

RECOMMENDATION

1. Authorize the City Manager or designee to negotiate and execute an agreement with Care Solace, Inc. to provide coordination for mental health care and social services to residents and employees of the City of Santa Clara, for a three-year term in an amount not to exceed $390,000, with the option to extend for two additional one-year periods, subject to budget appropriations, in a final form approved by the City Attorney;

2. Authorize the City Manager or designee to take any actions as necessary to implement and administer the agreement; and

3. Approve the FY 2024/25 budget amendment in the Expendable Trust Fund to recognize other agencies revenue in the amount of $335,000 and increase the opioid settlement funds appropriation in the amount of $335,000 (five affirmative Council votes required to appropriate additional revenue).

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25-125 Agenda Date: 1/28/2025
Prepared by: Christine Jung, Deputy City Manager
Reviewed by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Proposed Agreement with Care Solace Inc. (DRAFT)

2. EAP Benefits Summary Flyer
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Agreement with Care Solace Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. *S20000_____

AGREEMENT FOR SERVICES
BET

WEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
CARE SOLACE, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Care Solace, Inc., a Delaware corporation (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Contractor’s Terms and Conditions
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Care Solace Inc. Page 2
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whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and these Agreement Terms and Conditions, these Agreement Terms and Conditions shall govern and control (for the sake of clarity, these Agreement Terms and Conditions shall supersede Exhibit D Contractor’s Terms and Conditions).

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on February 1, 2025 and terminate on January 31, 2028. The City reserves the right to exercise two (2) additional one-year options after the initial term for a total of five (5) years.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is three hundred ninety thousand dollars ($390,000), subject to budget appropriations, which includes all payments that Agreement with Care Solace Inc. Page 3
Rev. 07-01-18
may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor. In the event that Contractor determines, in its sole and absolute discretion, to cease to offer the Services to new clients and to discontinue support of the services for existing clients, Contractor may terminate this Agreement without cause by providing City with sixty (60) days’ prior written notice, and such termination shall be subject to a prorated refund.

B. Termination for Default. If either Party fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the other Party may terminate this Agreement immediately upon written notice to the non-performing Party.

C. Upon termination, each Pa rty shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

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

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

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

Agreement with Care Solace Inc. Page 4
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10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

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

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

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.

Agreement with Care Solace Inc. Page 5
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Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the 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
The Parties agree that waiver by a Party 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, Agreement with Care Solace Inc. Page 6
Rev. 07-01-18
acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

City of Santa Clara
Attention: City Manager’s Office
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]

And to Contractor addressed as follows:

Care Solace Inc.

Attn: Chad Castruita
120 Birmingham Dr., Ste. 200
Cardiff, CA 92007
and by email 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 Agreement with Care Solace Inc. Page 7
Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

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

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

Agreement with Care Solace Inc. Page 8
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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”

CARE SOLACE, INC.
a Delaware corporation

Dated:

By (Signature):

Name: Anita Ward
Title: Chief Growth Officer
Principal Place of
Business Address:
120 Birmingham Dr., Ste. 200
Cardiff, CA 92007
Email Address: [email protected]
Telephone: ( )
Fax: ( )
“CONTRACTOR”

Agreement with Care Solace Inc./Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

1. Project Scope
a. Contractor will serve as a hub and coordinated point of entry to mental health and social services, supporting the entire City ecosystem including but not limited to City departments, first responders, crisis centers, social workers, courts/jails, and the school district(s).
b. Contractor’s services will be made available to all City residents and employees and Santa Clara Unified School District families and employees, subject to Santa Clara Unified School District’s agreement and approval (“Eligible Users”).
c. Contractor will provide timely connections, through its three proprietary services - Care Companion™(s), Care Match, and Providers that includes a Warm Handoff® process as further described under Exhibit A – Section 3(a) Care Companions - to verified mental health providers and City and County of Santa Clara (County) social services, expand on existing programs, and bridge the gaps for needs that exceed the scope of those services.
d. Contractor will ensure that all individuals receive equitable access to reliable, ethical, and high-quality mental health care, regardless of insurance coverage - private, cash, public, and no insurance. e. Contractor will ensure all services are confidential and are accessible 24 hours per day, 7 days per week, 365 days per year via phone or Internet with no required equipment or access speed.
f. Contractor will ensure ongoing care coordination with all community organizations, including but not limited to nonprofit organizations, churches, and associations.
g. Contractor will provision services to Eligible Users affected by opioid use disorder (OUD) or any co-occurring substances use disorder/mental health conditions.

2. Major Deliverables
a. Co ntractor's three main proprietary services - Care Companions, Care Match, and Providers will amplify the City's current initiatives and services, while filling gaps and offering insights.

Agreement with Care Solace Inc./Exhibit A-Scope of Services Page 2 Rev. 07-01-18
b. Care Companions will provide care coordination for all Eligible Users. c. Care Match online portal Software will support self-guided care navigation and access to the Care Solace Provider network, serving all pathways of care.
i. Activate Contractor's Provider Database for Eligible Users to access mental health providers, and filter selections by language, ethnicity, age, specialization and more.
ii. Activate Social Services database for individuals to access social services in support of all the social determinants of health. d. Client Success Team ("Team") will ensure the delivery of services to Eligible Users. Team will provide data and impact reporting to the City of Santa Clara.
e. Contractor will provide regular reports with data and insights.

3. Tasks That Support the Deliverables

a. Care Companions will provide care through these tasks:

i. Assess the situation
ii. Find appropriate providers
iii. Secure an appointment
iv. Follow through on care

b. Care Match anonymous search tool will manage services through these tasks:

i. Create and operate a Care Solace proprietary custom web link to Care Match for the City.

ii. With City's prior review and express written permission, co-brand with the City's logo.

iii. Make Care Match available to Eligible Users on any website or benefit platform for access to health care providers.
c. Data and Reporting Regular data and performance reports will be furnished to the City, including but not limited to:
i. Monthly impact reports that include key performance indicators (KPls) on total utilization, number of users, total communications, confirmed appointments, type of needs, anonymous searches, referrals from staff, insurance pathways utilized for services, and the primary Agreement with Care Solace Inc./Exhibit A-Scope of Services Page 3 Rev. 07-01-18
community-base d mental health services with which people are connecting.
ii. Addi
tional data requests may be made by the City - such as data patterns, satisfaction with providers, feedback on Contractor's customer services - to assist with informing implementation plans, staff training. school programming and community outreach. All data contained in Impact Reporting is anonymized and does not contain personally identifiable information of individual users. iii. Presentation of its reporting at City Council meetings, as requested by the City.
d. Providers Contractor maintains high standards for verifying and including providers in its database. Contractor shall not be liable for the quality of care provided by providers and will ensure that the City likewise shall not be liable; such liability shall be with the provider as related to services between the Eligible User and the provider.

For an individual provider to be listed in the database, the person must be a licensed, master's level clinician.

1. Verification process includes confirmation of these criteria:
a. Provider or facility possesses a current and active professional state license authorizing the practice of the type of services being provided.
b. Professional state license is in good standing.
c. Individual provider or facility does not appear on the current State or Federal Office of Inspector General's List of Excluded Individuals/Entities.
d. Location, specialties, phone number, and accepted insurances are also confirmed. It is the responsibility of the Eligible User to verify that a suggested provider accepts their insurance before obtaining healthcare services directly from a selected provider.

Agreement with Care Solace Inc./Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES
The maximum compensation the City will pay the Contractor for all professional fees, costs, and expenses provided under this Agreement shall not exceed three hundred ninety thousand dollars ($390,000). In no event shall the amount billed to the City by Contractor for services under this Agreement exceed one hundred thirty thousand dollars ($130,000) annually.

Contractor will bill City on an annual basis for Services provided by Contractor 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. The annual fee for the full scope of services detailed under Exhibit A shall be one hundred thirty thousand dollars ($130,000).

Agreement with Care Solace Inc./Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

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 one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with Care Solace Inc./Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
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-co
ntributing. Each insurance policy provided by
Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with Care Solace Inc./Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
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 non- renewal.

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
C
ontractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party i
nvolved 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 City or Contractor for the cost of additional insurance coverage required Agreement with Care Solace Inc./Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

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

EBIX Inc.

City of Santa Clara City Manager’s Office
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]

QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Care Solace Inc./Exhibit D-Contractor’s Terms and Conditions Page 1 Rev. 07-01-18

EXHIBIT D
CONTRACTOR’S TERMS AND CONDITIONS

1. Contractor’s Terms and Conditions
a. Contractor's Care Companions and social services coordinators are not licensed mental health or social services professionals and do not diagnose, assess or evaluate. No provider-patient relationship is formed by provision of services by a Care Companion. No professional, fiduciary, or other special legal relationship is formed by a Care Companion's or social services coordinator's provision of services. The Care Companions and social services coordinators are not a crisis response team.
b. The City expressly understands and agrees that prior to providing the contact or other information to Care Solace of an Eligible User in need of mental health services as part of the Warm Handoff® process, the City employee making the Warm Handoff® must first obtain consent from the Eligible User to provide the Eligible User's contact or other information to Contractor. c. In instances which may involve a covered transaction under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") Contractor will only provide the Services to an Eligible User after first obtaining written consent under HIPAA and written agreement to Care Solace's Terms and Conditions. Care Solace reserves the right to deny, and will deny, any Services to Eligible Users who do not provide such consent and agreement. d. Care Solace and the City each agree to comply with all data privacy laws and requirements and industry standards, state and federal, to which they are each subject, which may include, without limitation, the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501-6506 (hereinafter "COPPA"), and the provisions of HIPAA.
e. Care Solace and the City each agree that City personnel may have access to Protected Health Information (hereinafter "PHI") that is subject to the requirements of HIPAA (codified at 45 C.F.R. Parts 160, 162, and 164 and related regulations). In the event that: (i) the City is considered to be a HIPAA covered entity; (ii) Care Solace is considered to be a HIPAA business associate; and (iii) the City personnel are providing PHI to Care Solace, then Care Solace warrants that it will appropriately safeguard PHI (as that term is defined in 45 C.F.R. 160.103), and agrees that to the extent it applies, Care Solace will comply with the provisions of 45 C.F.R. 164 Subpart E regarding use and disclosure of PHI. Care Solace shall execute a Business Associate Agreement if requested by the City.
f. The Parties agree that to the extent this Agreement is subject to any state or federal law provisions governing healthcare fraud and abuse, the Parties shall comply with applicable local, state, and federal statutes, rules, and Agreement with Care Solace Inc./Exhibit D-Contractor’s Terms and Conditions Page 2 Rev. 07-01-18
regulations, which may include, but not be limited to, 42 U.S.C. § 1320a-7b(b) (the Anti- Kic
kback Statute), 42 U.S.C. § 1395nn (the Stark Law), and the California Physician Ownership and Referral Act of 1993, to the extent applicable. This Agreement shall be interpreted and construed at all times in a manner consistent with applicable laws and regulations governing the financial relationships among individuals and entities that provide or arrange for the provision of items or services that are reimbursable by governmental health care programs or other third-party payers.
g. The Car
e Match custom web link will include a privacy policy and terms of use which will comply with applicable law, and shall include a waiver or hold harmless statement regarding claims against the City.
h. The City represents and warrants that any of City's other independent contractors that are provided with access to the Services or are otherwise responsible for transmitting PHI or other private information to Contractor are subject to the same warranties and requirements as the City pursuant to this Agreement.
i. Care Solace reserves the right to internally monitor the City's and City personnel's usage of the Care Match custom web link and Services. j. Contractor will provide the City with access to the following non-personally identifiable information collected from Eligible Users: number of visitors, matches, and phone appointments. If the City desires to obtain personally identifiable information from Contractor related to a particular resident's or employee's use of the Services, the City shall obtain and deliver to Contractor a duly executed written authorization from the resident or employee, or their legal guardian if applicable, in a form that complies with applicable law. k. Contractor shall ensure that: (i) all data and information provided by the City is stored on files that are separate from those of other Contractor customers, or (ii) all files containing data and information provided by the City are partitioned from the information and data provided by other customers sufficient to protect the security and privacy of such information and data.

2. S
oftware -as-a-Service Terms:
a. Contractor grants the City a non-exclusive, non-transferable, limited, revocable and royalty-free license to provide a hypertext reference link (hereinafter the "Link") to the initial, top-level display of the custom web link solely for the purpose of linking any website owned or controlled by the City to the custom web link.
b. Use Restrictions. T
he City covenants and agrees that its use of the Services will be in a manner consistent with this Agreement and with all applicable laws and regulations, including trade secret, copyright, trademark, and export control laws. Without limiting the generality of the foregoing, the City will not, Agreement with Care Solace Inc./Exhibit D-Contractor’s Terms and Conditions Page 3 Rev. 07-01-18
directly or indirectly, do any of the following: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (hereinafter "Software"); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
c. The City a
nd Eligible Users using the Services shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of their connections to the Internet. As part of the Services, Contractor shall implement reasonable security procedures consistent with prevailing industry standards to protect information provided by the City and Eligible Users from unauthorized access. The Parties agree that Contractor shall not, under any circumstances, be held responsible or liable for situations in which: (i) data or transmissions are accessed by third parties through illegal or illicit means, or (ii) the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Contractor at the time, provided Contractor complies with its obligations in this section. d. Unauthorized Access. Cont
ractor will promptly report to the City any
unauthorized access to data or information provided by the City upon discovery of such access by Contractor, and Contractor will use diligent efforts to promptly remedy any breach of security that permitted the unauthorized access to occur. In the event that Contractor was solely responsible for the breach and to the extent that Contractor has an obligation imposed by law or statute to notify any individuals whose information was provided to Contractor by the City, Contractor shall be solely responsible for any and all such notifications at its expense. In the event the City was solely responsible for the breach, the City shall reimburse Contractor for time and expenses incurred to assist the City with any required notifications to affected individuals. In the event that Contractor and the City are jointly responsible for the breach, the Parties will attempt to reach an informal resolution as to expenses and, if unable to do so, a dispute will be governed by the terns of the Agreement.
e. Ownership of Proprietary Rights. Ow
nership of any and all rights, whether
registered or unregistered, in and with respect to Contractor's patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property (hereinafter "Proprietary Rights") embodied in the custom web link, the Services, and Agreement with Care Solace Inc./Exhibit D-Contractor’s Terms and Conditions Page 4 Rev. 07-01-18
the computer hardware, software and other tangible equipment and intangible computer code necessary to deploy and serve the Services (hereinafter the "Technology") shall remain exclusively vested in and be the sole and exclusive property of Contractor and its licensors. In addition, the City hereby transfers and assigns to Contractor any rights the City may have to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by City personnel relating to the custom web link, the Services, or the Technology.
f. Options for Infringement Claims. I
f any Party is enjoined from using the
Technology, or if Contractor believes that the Technology may become the subject of a claim of intellectual property infringement, Contractor, at its own option and expense, may: (i) procure the right for the City to continue to use the Services; (ii) replace or modify the Technology so as to make it non- infringing; or (iii) terminate this Agreement, in which case Contractor shall provide a prorated refund to the City of any and all fees paid in advance for those Services not provided by Contractor. This section and the indemnification provisions in the Agreement set forth the entire liability of Contractor to the City for any infringement by the Technology or Services of any intellectual property right of any third party.

3. Representations and Warranties.
a. The City represents and warrants, to the extent the City is aware, that: (a) any information it provides to Contractor does not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; and (b) the performance of its obligations as set forth in this Agreement and the use of the Services by the City and Eligible Users will not (i) violate any applicable laws or regulations, or (ii) cause a breach of any agreements with any third parties. In the event of any breach by the City of any of the foregoing representations and warranties set forth in this section, in addition to any other remedies available at law or in equity, Contractor will have the right to suspend immediately any Services if deemed reasonably necessary by Contractor to prevent any harm to Contractor and its business. Contractor will provide written notice of any breach of the foregoing representations and warranties to the City, and a reasonable time period to cure, if practicable, depending on the nature of the breach.
b. Contractor represents and warrants that it will comply with all state and federal healthcare referral and anti-kickback statutes, and that it does not have an ownership interest in any of the treatment providers to whom it refers Eligible Users. In the event of any breach by Contractor of the foregoing representations and warranties set forth in this section, the City will provide written notice of the breach to Contractor, and a reasonable time period to cure, if practicable, depending on the nature of the breach.

Agreement with Care Solace Inc./Exhibit D-Contractor’s Terms and Conditions Page 5 Rev. 07-01-18
c. Except as expressly set forth herein, the Services are provided on an "as is" and "as available" basis, and without warranties of any kind either express or implied. Contractor hereby disclaims all warranties, express or implied.

Contractor does not warrant that the services will be uninterrupted or error free or that defects will be corrected. Contractor does not offer a warranty or make any representation regarding the results or the use of the Services in terms of their correctness, accuracy, reliability, risk of injury to the City's or any resident or employee user's computer, network, market, or customer base or commercial advantage.
d. Contractor represents and warrants that the Technology does not violate any third party’s intellectual property rights. Contractor shall indemnify, defend, and hold harmless City against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any alleged infringement of any patent, trademark, copyright, or trade secret by any aspect of the Technology.

4. Mutual Exchange of Confidential Information.

The Parties desire to establish terms governing the use and protection of certain confidential information one Party (hereinafter "Owner") may disclose to the other Party (hereinafter "Recipient"). For purposes of this Agreement, the term "Confidential Information" means (i) the terms and conditions of this Agreement, subject to a valid request under the applicable state's open records act (ii) non -
public
aspects of the custom web link and the operation thereof, the Technology, the Services, and Contractor's business and technical information and data, and (iii) the City's information or other data processed, stored or transmitted by, in or through the Services (hereinafter "City Data"). In addition, Confidential Information includes information which, although not related to the Services or this Agreement, is nevertheless disclosed hereunder and which is disclosed by an Owner or an affiliate to a Recipient in documentary or other tangible form bearing an appropriate label indicating that it is confidential or proprietary in nature, or which, if initially disclosed orally or visually is identified as confidential at the time of disclosure and a written summary hereof, also marked with such a label, is provided to Recipient within fifteen (15) days of the initial disclosure. Recipient may use Confidential Information of Owner only for the purposes of fulfilling the obligations contemplated in this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care.

Recipient may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (i) is in the possession or control of Recipient at the time of its disclosure hereunder; (ii) is, or becomes publicly known, through no wrongful act of Recipient; (iii) is received by Agreement with Care Solace Inc./Exhibit D-Contractor’s Terms and Conditions Page 6 Rev. 07-01-18
Recipient from a third party free to disclose it without obligation to Owner, (iv) is independently developed by a Party as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Owner. The Recipient may disclose Confidential Information of Owner pursuant to the requirements of a governmental agency or by operation of law, provided that such Recipient gives Owner written notice thereof as soon as practicable to allow sufficient time for Owner to object to disclosure of such Confidential Information.

5. General Skills and Knowledge
Notwithstanding anything to the contrary in this Agreement, the City agrees that Contractor is not prohibited from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Contractor.

6. Publicity and Branding.

The City agrees that Contractor may (a) with City's prior review and express written permission, publicize the City's name, the fact of the custom web link, and the City's use of the Services; and (b) brand the custom web link with a "powered by Care Solace." or similar Care Solace legend and/or copyright notice.

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1087 Agenda Date: 1/28/2025

REPORT TO CITY COUNCIL

SUBJECT
Approve Introduction of an Ordinance Amending Article IV (“Stadium Pilot Program”) of Chapter 5.05 (“Solicitors and Peddlers”) of the City Code to Make the Stadium Pilot Program Permanent

COUNCIL PILLAR
Deliver and Enhance High-Quality Efficient Services and Infrastructure Enhance Community Engagement and Transparency

BACKGROUND
Senate Bill 946 (SB 946) became effective January 1, 2019, and prohibits California cities and counties from banning sidewalk vendors from operating on public sidewalks or other pedestrian pathways and prohibits cities from regulating sidewalk vendors unless cities establish a permitting system that is consistent with the provisions of SB 946. SB 946 also requires that any restrictions placed on sidewalk vendors be directly related to objective health, safety or welfare concerns. Local jurisdictions that wish to regulate sidewalk vending are required to first adopt a program with regulations consistent with SB 946. Soon after the effective date of this State law, the Covid-19 pandemic essentially halted such vending activity.

With the post-pandemic return of in-person events at Levi’s Stadium in Fall 2021, there was a noticeable presence of unpermitted food and merchandise vendors within the immediate footprint of the stadium. The number of unpermitted food and merchandise vendors increased dramatically over 2022 within the stadium footprint on event days causing a myriad of risks to the vendors, their customers, disabled and other pedestrians, emergency responders, vehicular traffic, as well as pedi- cab traffic. Additionally, unsafe food preparation, storage and handling practices, inadequate waste disposal, use of propane tanks without security measures and hot greasy cook tops without safety clearances and devices can lead to unsafe and unsanitary conditions.

As written at the time, the City Code did not align with SB 946. Consequently, the City’s ability to address these health and safety concerns was constrained.

The City Council was provided with an overview of Senate Bills 946 and 972, available options to regulate the health and safety concerns associated with street vending on sidewalks and public right- of-way as well as policy options specific to the stadium footprint for consideration.

The City Council approved the introduction of an Ordinance amending Chapter 5.05 (Solicitors and Peddlers) and Section 9.05.165 (Activities and Conduct Prohibited in Parking Facilities Adjacent to the Stadium or Parking Facilities Used for Stadium Events) of the Santa Clara City Code to create a limited-term pilot project regulating vending on certain public sidewalks and pedestrian paths surrounding Levi’s Stadium on event days (“Pilot Program”). In addition, the City Council waived fees and taxes for all required City business licenses and permits, for qualified sidewalk vendors operating City of Santa Clara Printed on 1/24/2025Page 1 of 4
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25-1087 Agenda Date: 1/28/2025
at stadium events during the pilot program period on a first come first served basis in an amount not to exceed $30,000. The Pilot Program was effective on September 21, 2023, and was considered repealed as of the sunset date of January 31, 2024.

The Police Department created educational flyers in English and Spanish to distribute to sidewalk vendors. An initial educational effort occurred at three events (August 25, 49ers vs Chargers; August 30, Beyonce concert; September 16, Ed Sheeran concert) prior to the Ordinance effective date of September 21, 2023. Police Department staff also attended a regional educational meeting to further assist vendors seeking to comply with the local Ordinance and other regulations. In addition, a process was developed between the Police and Finance Departments to capture the applications and associated fee waivers granted.

Given the review of the Pilot Program, the Council approved the readoption of an Ordinance with slight modifications to sunset at the end of February 2025, to allow for continued education, observation, and analysis. Having diligently observed, analyzed, and enforced vending within the confines of the Pilot Program, the Police Department requests to make permanent the enforcement of sidewalk vending around the Stadium area, with slight modification.

DISCUSSION
Over the past two years, the Police Department has conducted education and enforcement, as well as partnered with County of Santa Clara Department of Environmental Health (County) and California Alcoholic Beverage Control (ABC) agents as subject matter experts to be present on event days to curb illegal alcohol sales and consumption and assist with food health and safety compliance from vendors. While assistance from ABC and County staff has been beneficial, staffing resources from these outside agencies are not guaranteed and limited based on availability. Similarly, there have been select events where the Police Department’s resources have limited the number of personnel dedicated to education and vendor enforcement from start to finish for each event; in these cases, enforcement may be implemented for a limited timeframe ahead of an event, or not at all.

Since implementation of the Pilot Program in September 2023, there have been 29 major events at Levi’s Stadium. Staff has distributed multi-lingual (Spanish and English) educational flyers to vendors and identified “supply vans” so early intervention and education could take place before the vendors established fixed positions. Despite these efforts, staff have administered compliance admonishments, issued administrative citations to unpermitted vendors and made arrests over the pilot program for violations of the Ordinance. Subsequently, 6 merchandise vendors have successfully met the requirements necessary to secure business licenses and corresponding permits, one of which has been revoked for selling alcohol on two occasions. None of the ten food vendors that applied for the required food permits during the Pilot Program met the requirements.

While the program experienced significant successes primarily related to ensuring that public sidewalks and roadways were free of vendors, and that pedestrians had clear pathways for ingress and egress, the volume of new individuals attempting to set-up to sell food/merchandise at each event, combined with the lack of business licenses and permits requires constant education and enforcement related to the Ordinance. Without regular attention and action, the health, safety and welfare concerns previously addressed with Council (e.g., inadequate waste disposal, propane and hot cook top dangers, alcohol sold without ABC permits and/or to underage individuals, unsafe food preparation and storage, etc.) would continue and, likely, escalate.

The staff recommendation is to approve an amended Ordinance as follows:

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25-1087 Agenda Date: 1/28/2025
1) Remove the sunset date to make the Ordinance permanent (subject to modification by amendment)
2) Modify City Code Section 5.05.430 Time, Place or Manner restrictions as follows:
a. a. Add (b) (8) “East bound Old Glory Lane (from Old Ironsides Drive to Great America Parkway)” to the defined Stadium Area
b. Add (c) to read, “No sidewalk vendor shall exceed an operational space of 10’ by 10’.

All food, merchandise, equipment, and other accessories related to sidewalk vending must fit within the defined operational space.”
The 10’x10’ size limitation articulated in the proposed new subsection (c) to Section 5.05.430 is intended to address the concerns related to maintaining clear pathways for pedestrians, disabled persons, and emergency responders.

The Police Department will continue to foster long-term partnerships with ABC and County of Santa Clara Environmental Health Department to lead the alcohol and food sales related health, safety and welfare efforts.

It should be noted, staff does not recommend continuing to waive fees and taxes for all required City business licenses and permits for qualified sidewalk vendors.

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 will continue to be Police Department and Finance Department staff time associated with responding to inquiries and processing new permit requirements for sidewalk vendors, however the most significant impact will be conducting enforcement on Levi’s Stadium event days. On average, there have been 18 major events per year at Levi’s Stadium since it opened in August 2014.

The excitement around the pending Super Bowl (one football game, February 2026) and FIFA World Cup (six soccer matches between June 13 - July 1, 2026) may create a need for sidewalk vendor enforcement during an extended period of time surrounding the actual event day. As a result, the 2026 staff expenses related to sidewalk vending enforcement around the Stadium are expected to be above average.

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]
or at the public information desk at any
City of Santa Clara public library.

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25-1087 Agenda Date: 1/28/2025

RECOMMENDATION
Waive first reading and approve introduction of an Ordinance amending Article IV (“Stadium Pilot Program”) of Chapter 5.05 (“Solicitors and Peddlers”) of the Santa Clara City Code to make the Pilot Program permanent as the “Stadium Area Sidewalk Vending” Ordinance Reviewed by: Cory Morgan, Chief of Police
Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. RTC 24-1588 from the March 19, 2024 City Council meeting

2. Proposed Ordinance

3. Sidewalk Vendor Enforcement Area
City of Santa Clara Printed on 1/24/2025Page 4 of 4
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1588 Agenda Date: 3/19/2024

REPORT TO CITY COUNCIL

SUBJECT
Action to Approve Introduction of an Ordinance Readopting the Expired Sidewalk Vendor Stadium Pilot Program with a New Sunset Date and Slightly Expanded Footprint

COUNCIL PILLAR
Deliver and Enhance High-Quality Efficient Services and Infrastructure Enhance Community Engagement and Transparency

BACKGROUND
SB 946 prohibits California cities and counties from banning sidewalk vendors from operating on public sidewalks or other pedestrian pathways and prohibits cities from regulating sidewalk vendors unless cities establish a permitting system that is consistent with the provisions of SB 946. SB 946 also requires that any restrictions placed on sidewalk vendors be directly related to objective health, safety or welfare concerns. Local jurisdictions that wish to regulate sidewalk vending are required to first adopt a program with regulations consistent with SB 946.

Direction from City Council on April 18, 2023, requested staff to “prepare a temporary ordinance amendment and permit process for stadium event days that would define areas where sidewalk vending should not occur due to health and/or safety concerns, within a to-be-determined stadium footprint.” The Ordinance would also contain provisions to prohibit vending in parking lots associated with the stadium event. The temporary Ordinance would be established for a pilot period of September 2023 to January 2024 to evaluate impacts.

On July 18, 2023, the City Council approved the introduction of an Ordinance amending Chapter 5.05 (Solicitors and Peddlers) and Section 9.05.165 (Activities and Conduct Prohibited in Parking Facilities Adjacent to the Stadium or Parking Facilities Used for Stadium Events) of the Santa Clara City Code to create a limited-term pilot project regulating vending on certain public sidewalks and pedestrian paths surrounding Levi’s Stadium on event days (“Program”). In addition, the City Council waived fees and taxes for all required City business licenses and permits, for qualified sidewalk vendors operating at stadium events during the pilot program period (September 21, 2023 through January 31, 2024) on a first come first serve basis in an amount not to exceed $30,000.

A second reading of the Ordinance took place at the August 22, 2023 City Council meeting. In turn, the Ordinance became effective 30 days thereafter, on September 21, 2023. By its terms, the Program expired and was considered repealed as of the sunset date of January 31, 2024. Staff now requests a readoption of the ordinance to reinstate the Program to run during the 2024 non-NFL event season and August 2024 - February 2025 NFL season.

DISCUSSION
Given City Council action, the Police Department created educational flyers in English and Spanish City of Santa Clara Printed on 3/15/2024Page 1 of 5
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to distribute to sidewalk vendors. An initial educational effort occurred at three events (August 25, 49ers vs Chargers; August 30, Beyonce concert; September 16, Ed Sheeran concert) prior to the Ordinance effective date of September 21, 2023. Police Department staff also attended a regional educational meeting to further assist vendors seeking to comply with the local Ordinance and other regulations.

Meanwhile, a process was developed with coordinating forms between the Police and Finance Departments to capture the applications and associated fee waivers granted.

Enforcement of the pilot program began on September 21, 2023, at the first NFL regular-season game.

The initial educational efforts at the first three events appeared to be effective, as the number of vendors was markedly lower from September 21, 2023, through the remainder of most of the NFL’s regular season.

Continual enforcement and education occurred throughout subsequent events, including seven (7) additional NFL regular-season games, and two (2) NFL post-season games. Police Department staffing challenges and corresponding public safety resource allocation priorities limited the number of dedicated personnel to enforcement and education. Deployment requirements often make it difficult to assign employees to vendor enforcement from start to finish for each event.

Staff support and expertise from the County of Santa Clara Department of Environmental Health (County) was requested during the development of the pilot program. County staff did conduct corresponding educational and enforcement action at three (3) NFL events. Their presence was extremely beneficial, with prompt compliance from vendors upon contact or upon seeing County staff insignias.

Additionally, the Police Department’s grant with the California Alcoholic Beverage Control (ABC) allowed for an agent(s) to be present at seven (7) Levi’s Stadium events resulting in multiple public relations contacts, 17 warnings, 35 citations and three (3) arrests related to underage or unlicensed alcohol sales. It should be noted, there is no guarantee the City will be a recipient of future ABC grants to maintain this level of effort to curb illegal alcohol sales and consumption.

Initially, the pilot program resulted in a significant reduction in vendors, specifically the larger vendors.

By the December 25, 2023 event, staff observed a gradual rise in mobile food-vendor carts to pre- pilot program numbers. This poses greater difficulties in compliance and enforcement. While assistance from ABC and County staff was beneficial, it was limited based on their staffing resources and/or reimbursement challenges.

Based on the end-of-season rise in unpermitted vendors, staff was assigned from set-up to clean-up of each event to enforcement responsibilities. This occurred for both NFL post-season events and had a positive impact in reducing the number of unpermitted vendors. This dedicated resource allocation resulted in four (4) administrative citations being issued during each post-season event.

Over the course of the thirteen (13) major events at Levi’s Stadium during the pilot program, staff collected data to evaluate program successes, failures, and possible improvements needed. The following is information accumulated throughout the pilot period:

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· Delivered more than 600 multi-lingual (Spanish and English) educational flyers to vendors · Provided 594 compliance admonishments to unpermitted vendors · Issued eight (8) administrative citations to unpermitted vendors · Two (2) arrests were made during a contact in which an unpermitted vendor struck an officer and an associate attempted to intervene during the arrest · Two (2) merchandise vending permits were issued; one short-term vending permit without an associated fee, and a second permit with a $26.50 fee that was not waived or refunded. Staff has since implemented procedures and training to mitigate this situation from occurring in the future
· Two (2) merchandise vendors applied but have not completed the permit process at the writing of this report
· Three (3) food vendors called to inquire about a permit, however no food vendors applied for a permit
· No vending permits were denied or revoked
· Identification of “supply vans” occurred so that early intervention and education could take place before the vendors established fixed positions
Overall, the program saw some successes, primarily related to ensuring that public sidewalks and roadways were free of vendors, and that pedestrians had clear pathways for ingress and egress.

However, there is still significant work to be conducted to address permitting and associated business/permit fees, as well as health, safety and welfare concerns previously addressed with Council (e.g., inadequate waste disposal, propane and hot cook top dangers, alcohol sold without ABC permits and/or to underage individuals, unsafe food preparation and storage, etc.). While assistance from ABC and the County of Santa Clara Department of Environmental Health was beneficial, it was limited based on each entity’s own staffing and/or reimbursement challenges. Due to the timing of the pilot program implementation and demands during the NFL season, staff had limited resources to conduct comprehensive research of best practices at similar venues or implement community/stakeholder partnerships.

Given the review of the initial pilot program, the staff recommendation is to readopt the Program to continue through February 2025. Furthermore, staff recommends modification to adjust City Code Section 5.05.430 Time, Place or Manner restrictions (b) (7) to read “Old Glory Lane east and west of Great America Parkway.” Currently, the language omits the section of Old Glory Lane west of Great America Parkway. During staff review of the pilot program, this location was observed to also necessitate the same health, safety and welfare concerns on sidewalks and other pedestrian paths within the stadium footprint articulated to the City Council previously (Attachments 1 and 2) as there are a myriad of risks associated with sidewalk vending scattered among a large, high-density pedestrian group. Doing so presents a variety of risks to the vendors, their customers, disabled and other pedestrians, emergency responders, vehicular traffic, as well as pedi-cab traffic. Additionally, unsafe food preparation, storage and handling practices, inadequate waste disposal, use of propane tanks without security measures and hot greasy cook tops without safety clearances and devices can lead to unsafe and unsanitary conditions.

In doing so, staff will have the opportunity to implement adjustments to the communication and enforcement plan during the non-NFL event season and further test those practices during the 2024 NFL season. This will also allow staff to conduct more comprehensive benchmark review of City of Santa Clara Printed on 3/15/2024Page 3 of 5
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unpermitted vending impacts and responses at similar venues. The challenge remains for the ability to have a long-term partnership with ABC and the County of Santa Clara Environmental Health Department to lead the alcohol and food sales related health, safety and welfare efforts. Personnel and funding resources continue to prevent their presence at every Levi’s Stadium event. Staff will continue to pursue solutions with both ABC and the County.

Should City Council agree to this extension of the pilot program, staff would return to Council in Spring 2025 with their recommendation on Ordinance amendments in the Levi’s Stadium footprint and/or to expand the program to other areas of the City, including but not limited to City parks.

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 will continue to be Police Department and Finance Department staff time associated with responding to inquiries and processing new permit requirements for sidewalk vendors, however the most significant impact will be conducting enforcement on Levi’s Stadium event days. At this time, there are approximately 15 major events scheduled at Levi’s Stadium from May 2024 through February 2025; additional event (s) may be added during this timeframe.

Staff recommends readoption of the expired program including maintaining the ability to waive fees and taxes for all required City business licenses and permits, for qualified sidewalk vendors operating at stadium events through the new sunset date on a first come first serve basis in an amount not to exceed $30,000.

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
Waive first reading and approve introduction of an Ordinance amending Chapter 5.05 (“Solicitors and Peddlers”) of the Santa Clara City Code to readopt the Street Vending Stadium Pilot Program, to run through February 28, 2025, and modifying Section 5.05.430 (“Time, place or manner restrictions”) to include Old Glory Lane west of Great America Parkway
Reviewed by: Pat Nikolai, Chief of Police
Approved by: Jovan Grogan, City Manager
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ATTACHMENTS

1. RTC 23-726 from the July 18, 2023 City Council meeting

2. RTC 23-1005 from the August 22, 2023 City Council meeting

3. Proposed Ordinance
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-726 Agenda Date: 7/18/2023

REPORT TO COUNCIL

SUBJECT
Action to Approve Introduction of an Ordinance Amending the Santa Clara City Code to Create a Limited-Term Pilot Project Regulating Vending Upon Certain Public Sidewalks and Pedestrian Paths Surrounding Levi’s Stadium on Event Days Including the Waiver of Certain Business and Permit Fees

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure Enhance Community Engagement and Transparency

EXECUTIVE SUMMARY
SB 946 prohibits California cities and counties from banning sidewalk vendors from operating on public sidewalks or other pedestrian pathways and prohibits cities from regulating sidewalk vendors unless cities establish a permitting system that is consistent with the provisions of SB 946. SB 946 also requires that any restrictions placed on sidewalk vendors be directly related to objective health, safety or welfare concerns. Local jurisdictions that wish to regulate sidewalk vending are required to first adopt a program with regulations consistent with SB 946. In accordance with Council direction at the April 18, 2023 meeting, staff presents a limited term pilot program ordinance regulating sidewalk vending on certain enumerated streets surrounding Levi’s Stadium on event days.

BACKGROUND
During the past event season, the Police Department experienced a drastic increase in the number of unpermitted food and merchandise vendors within the immediate footprint of large-scale stadium events. This increase has caused several health and safety concerns which are outlined in this report.

As currently written, the City Code and regulations do not align with recently adopted State legislation related to sidewalk vending. Consequently, the City’s ability to address these health and safety concerns is limited.

Council requested additional information on this topic, including policy options to amend regulations related to street vending. On April 18, 2023 the Police Department brought forth Report to Council #23-211 (Attachment 1) that detailed the current regulatory environment including the two pieces of recently adopted legislation that shape the options to regulate street vending on sidewalks as well as in the public right-of-way (SB 946 and SB 972, Attachments 2 and 3 respectively) as well as policy options for Council consideration to better position the City to address the concerns.

At this meeting, the Council voted unanimously to approve staff recommendation #1 to prepare a temporary ordinance amendment and permit process for stadium event days that would define areas City of Santa Clara Printed on 7/14/2023Page 1 of 11
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where sidewalk vending could not occur (the pilot program footprint) due to health and/or safety concerns.

DISCUSSION
As a result of the requirements under SB 946, the existing City Code provisions related to peddlers and solicitors were largely unenforceable as to such activity occurring on sidewalks and pedestrian paths. This was explained in detail in the City Attorney’s Memorandum dated January 11, 2019 (included within Attachment 1). Under the proposed pilot program, certain enforcement mechanisms will again become available within the pilot program footprint, but enforcement options outside the pilot program footprint will remain severely limited.

In order to make the pilot program enforceable, to be in compliance with SB 946, and to encourage vendor participation in the program, staff is recommending amendments to two chapters of the Santa Clara City Code, as well as modifications to the permitting process and associated business/permit fees. Each of these amendments and operational adjustments are intended for the pilot period within the stadium operating areas only and will establish new time, place, and manner restrictions within the pilot project footprint that are directly related to objective health, safety and welfare concerns.

Direction from City Council on April 18, 2023, requests staff “prepare a temporary ordinance amendment and permit process for stadium event days that would define areas where sidewalk vending should not occur
due to health and/or safety concerns, within a to-be-determined stadium footprint. The Ordinance would also contain provisions to prohibit vending in parking lots associated with the stadium event. The temporary Ordinance would be established for a pilot period of September 2023 to January 2024 to evaluate impacts. At that time, staff would return to the City Council with recommendations for implementation for the 2024 concert and NFL seasons, as well as how the Ordinance may need to be amended to apply in other areas of the City such as City parks.” Based on previous Council direction, the intent of this report is to recommend the following:
· Amendments to various sections of the Santa Clara City Code (enforcement will remain paused in all other areas of the City in the manner in which it was recommended by the City Attorney’s Office in 2019)
· A stadium footprint for Ordinance implementation
· Potential partnerships with stakeholders
· A preliminary enforcement plan
· Factors for Council consideration regarding future City-wide ordinance amendments In addition, this report will discuss the following issues:
· A plan to modify the existing permitting process and update the required forms for City of Santa Clara Printed on 7/14/2023Page 2 of 11
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dissemination online
· The Police Department’s communication plan to vendors ahead of implementation and at events during the pilot period
· Partnership with other enforcement agencies such as County of Santa Clara Consumer Protection Division and California Alcoholic Beverage Control (ABC) Proposed Amendments to Chapter 5.05 and Section 9.05.165 of the City Code Staff has prepared the proposed Ordinance amendments that regulate both stationary and roaming sidewalk vendors, including revisions of time, place, and manner provisions to the extent allowed by SB 946:
· Modify Chapter 9.05.165 (prohibited activities in parking facilities adjacent to the Stadium):
subsection (m) is amended to indicate that the prohibition on peddling on the perimeter sidewalk of the stadium is subject to the terms and requirements of the pilot program · Amend Chapter 5.05 (solicitors and peddlers) to add a new Article IV governing the pilot program, which includes the following:
o Prohibition of sidewalk vending activity on specified segments of sidewalks/paths (the pilot program footprint) surrounding the Stadium for particular time periods on event days
o Outside of the restricted hours, vending activity within the pilot program footprint shall be allowed, subject to certain regulatory requirements, such as:
§ Obtaining a permit from the City
§ Proof of health permits and food handler training for sale of food or beverage § Sale of alcoholic beverages is prohibited
§ Vendors shall not operate in such a manner as to impair disability access § New administrative penalties structure
Recommended Pilot Project Footprint
With due consideration given to the Stadium Traffic Management Operations Plan (TMOP), taken together with the Police Department’s experience with vehicle traffic patterns at the Stadium, as well as event attendee tendencies to use light rail (Valley Transportation Authority/VTA, heavy rail (Caltrain), bicycle, pedicab, walk and/or other forms of transportation to Levi’s Stadium, staff is recommending the following areas where sidewalk vending should not occur due to identified health and/or safety concerns:
· Tasman Drive (from Great America Parkway to Calle de Sol) · Tasman Drive eastbound off-ramp to Star and Stripes Drive (often referred to as a slip-ramp) · Tasman Drive stairways to Stars and Stripes Drive
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· Great America Parkway (from Bunker Hill Drive to Patrick Henry Drive) · Stars and Stripes Drive (from the Tasman Drive eastbound off-ramp to Bill Walsh Way). · San Tomas Aquino Creek Trail (from Great America Parkway to Agnew Road) · Old Glory Lane east of Great America Parkway
The attached map (Attachment 4) details the recommended pilot program footprint.

In turn, the following areas have been identified as viable spaces for sidewalk vendors to conduct business on event days, subject to the regulatory requirements outlined in Chapter 5.05 of the City Code (with a modified permitting process in accordance with SB 946):
· Tasman Drive west of Great America Parkway and east of Calle de Sol · Great America Parkway north of Bunker Hill Lane and south of Patrick Henry Drive · Old Glory Lane west of Great America Parkway
· Old Ironsides Drive
See the section titled Community Stakeholder/Partnerships for added details about a coordinated approach to vendor communication and conflict, rules and regulations, booth/stall assignment and manage risks within these dedicated areas.

Health, Safety and Welfare Concerns
Based upon the Police Department’s experience with vending occurring around the Stadium on event days, the Department has determined that the restrictions set forth above are necessitated by the following health, safety and welfare concerns:
· Creating traffic congestion by customer queues extending into driving lanes, as well as disrupting bicycle and pedicab traffic
· Vending carts and customer queues restrict the ability of other pedestrians and disabled persons to pass on the sidewalk
· Inadequate waste disposal, causing potential pollution as well as increased tripping/slipping dangers in the context of a large, highly dense, pedestrian group · Location of sidewalk vending carts and the associated queues are not incorporated into the traffic management and operations plan
· Use of propane tanks on portable carts without security measures is particularly dangerous in the context of a large, highly dense, pedestrian group
· Hot greasy cook tops without structures for safety clearances and required fire extinguishing devices
· Intoxicated attendees causing fights connected with massive groups traveling through narrow pathways
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· Merchandise sales of unsafe or inappropriate items (e.g., flares) that are particularly dangerous in the context of a large, highly dense, pedestrian group · Alcohol being sold to Stadium patrons without Alcoholic Beverage Control permits, particularly in situations in which Stadium halts alcohol sales prior to the conclusion of the event for safety purposes
· Unsafe food preparation, storage, and handling practices, including lack of hand washing facilities
City-wide there are also concerns about labor / employment law violations and vulnerable populations being subject to street crimes. These concerns have and will continue to be raised with partner agencies (e.g., County of Santa Clara Consumer Protection Division) concurrent with the implementation of the pilot program if approved.

According to the proposed Ordinance, sidewalk vendors would not be permitted in the pilot project footprint from the time Tasman Drive is closed to the public (generally 1:30 a.m. on event day) through 2-hours following the conclusion of the event to be consistent with other event-specific needs or one full calendar day whichever is less.

Modified Permitting Process and Proposed City Fee and Business Tax Waivers The Police Department has several responsibilities related to the oversight of businesses regulated by City, State and Federal laws such as inspections, permits, annual renewals, investigating complaints against the businesses to ensure full compliance with the appropriate laws and regulations. As it relates to activity on Levi’s Stadium event days the regulated businesses include taxicab drivers, pedicabs, solicitors and peddlers, mobile food trucks, etc.

Each regulated business type has different requirements. Currently, a solicitor/peddler permit encompasses mobile food trucks, ice cream trucks, push carts, solicitors, peddlers, etc. Due to SB 946’s carve-out of non-motorized sidewalk vending from other types of peddler businesses, a new application will need to be drafted to take into consideration the guidelines set forth by the legislature including limitations on the personal information that may be collected. Compliance with generally applicable state laws is still required, as is compliance with the requirements of other applicable state and local agencies (such as the County Health Department).

In addition, under SB 946 basic City fees can still be required. The Adopted 2023/24 Municipal Fee Schedule rates for such fees applicable to sidewalk vendors are as follows:

Description of Fee, Rate or Charge Adopted 2023/24 Fee
Fingerprinting LiveScan rolling service fee (one-
time)
$66
City of Santa Clara Business License Tax $45 per employee Solicitor/Peddler company application $349, plus LiveScan fees Solicitor/Peddler employee application $149, inclusive of LiveScan fee Solicitor/Peddler company or employee renewal $149
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Based on the FY 23/24 fees, and how such requirements have been applied in the past, the following examples are intended to illustrate the potential costs:

Initial Process Sole Proprietor Company with Employee(s) Permit Application $349 $349 for the company, plus $149 per employee LiveScan fingerprinting $66 $66 for the owner
Business License Tax $45 $45 for the owner, plus $45 per employee TOTAL $460 $460, plus $194 per employee
Renewal Process Sole Proprietor Company with Employee(s) Application Renewal $149 $149 for the company, plus $149 per employee Business License Tax $45 $45 for the owner, plus $45 per employee TOTAL $194 $194, plus $194 per employee
*The above charges do not include any third-party fees or costs (e.g., insurance, Health Department permit etc.) that are required to obtain a City of Santa Clara Solicitor/Peddler permit For the purposes of the pilot program, staff recommends requiring all vendors that desire to operate at Stadium events to obtain applicable licenses and permits, including LiveScan background checks.

However, in order to encourage regulatory compliance, staff also recommends taking the step of waiving all City solicitor/peddler fees and taxes for such vendors during the pilot program period operating solely within the pilot program footprint.

To make the City general fund whole, Stadium Authority Staff plans to allocate $30,000 of Stadium Authority funds support this initiative. If approved, the City will waive certain solicitor/peddler fees and taxes on a first come first service basis until the $30,000 has been expended. Vendors would still be responsible for any third-party fees or costs (e.g., insurance, Health Department permit etc.) that are required to obtain a City of Santa Clara Solicitor/Peddler permit; it is not the intent of this proposal to waive or subsidize any third-party fees or costs. Vendors wishing to operate on City-wide sidewalk locations outside the pilot program footprint will still be required to pay all permitting fees and charges.

Program Implementation
A number of actions will be required in order to implement the pilot program. Key program elements include (1) a communications plan, (2) an internal enforcement plan, (3) coordination with other enforcement agencies, (4) exploration of community partnerships, and (5) information gathering and reporting. Each of these key elements are described in more detail, below.

1. Communications Plan
Following Council action, the staff will disseminate information regarding the pending changes on the following existing resources:
· City and Police Department website
· Police Department social media platforms (e.g., Facebook, GovDelivery, Instagram, Nextdoor, City of Santa Clara Printed on 7/14/2023Page 6 of 11
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Twitter)
· Written notice to existing sidewalk vendors with valid permits In the early phase of program implementation, staff will also create and distribute flyers in multiple languages to educate and engage sidewalk vendors on program requirements.

Similarly, staff will coordinate with Levi’s Stadium to create and post signage in multiple languages to be posted onsite according to the approved pilot program footprint.

2. Enforcement Plan
Levi’s Stadium has a Code of Conduct and an extensive security plan with an escalating scale of enforcement (e.g., guest services, private security, law enforcement) for Code of Conduct violations to ensure all guests enjoy a positive event day experience. Private security, the Santa Clara Police Department and its local, State and Federal law enforcement personnel assist with implementation of this layered security plan.

While the Police Department will be responsible for enforcement of violations of the amended Code sections, staff anticipates the sidewalk vendor management program will help mitigate many of the anticipated challenges. A progressive enforcement model will be employed, including a community- oriented approach to the initial guidelines, education and violation admonishments, followed by enforcement for non-compliance or recurring violations.

For vending violations within Stadium parking lots, the existing Levi’s Stadium Code of Conduct and associated Code sections within Chapter 9, are currently enforceable.

Staff recommends a similar progressive approach to conducting enforcement under this pilot project in the parking lots. In this case, it is recommended the approach be as follows:
· Private security (Levi’s Stadium) for violations on Stadium property or Stadium parking lots · Non-sworn personnel/Code Enforcement)
· Law Enforcement (sworn peace officer personnel)
This approach is also designed with an emphasis on initial education and violation admonishments, followed by progressive enforcement for non-compliance or recurring violations. The approach is intended to efficiently utilize staffing resources, as well as mitigate potential tension that may arise from enforcement contacts with vendors. Instead, private security and non-sworn personnel will explain the City Code, and issue warnings for violations with an opportunity to correct the violation by relocating to an area outside of the prohibited locations. Continued non-compliance could result in an administrative citation being issued.

Doing so will increase expenses, at least in the short term, associated with creating a “team” to educate sidewalk vendors on the regulations and handle enforcement. The Santa Clara Stadium Taxpayer Protection and Economic Progress Act, commonly referred to as Measure J, requires all costs related to stadium operations to be reimbursed to the City. Sidewalk vending enforcement costs in the pilot program area would be subject to repayment under Measure J.

The new statute was expressly designed by the State Legislature to decriminalize sidewalk vending.

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A violation of the pilot program ordinance is punishable only by a prescribed administrative fine penalty structure or permit revocation. Additionally, the new law requires local jurisdictions to offer an ability-to-pay determination to individuals who are issued a violation. The administrative fines for violation of the pilot program (such as vending in a prohibited area) are as follows:
· one hundred dollars ($100) for a first violation
· two hundred dollars ($200) for a second violation within one year of the first violation · five hundred dollars ($500) for each additional violation within one year of the first violation · a local authority may rescind a permit issued to a sidewalk vendor for the term of that permit upon the fourth violation or subsequent violations
The violation of failing to obtain a permit is punishable by stricter penalties as follows:
· two hundred fifty dollars ($250) for a first violation · five hundred dollars ($500) for a second violation within one year of the first violation · one thousand dollars ($1,000) for each additional violation within one year of the first violation

3. Partnership with County of Santa Clara Health Department and California Alcoholic Beverage Control (ABC)
Staff feels that a key element to program success will be the engagement of other interested, law and safety enforcement agencies to assist with the effort. The two main agencies of interest are the ABC and the Santa Clara County Health Department.

ABC has enforcement authority for alcohol sales apart from SB 946. On occasion, ABC representatives will attend a stadium event to issue warnings and/or citations to anyone illegally selling alcohol or setting up a bar for alcohol sales.

Meanwhile, the Police Department will again reach out for collaboration with the County of Santa Clara for health permit and food safety enforcement. The County has much more substantial powers than the City and is not limited by SB 946. In recent years, however, County personnel resources have prevented their ability to have a presence at every Levi’s Stadium event.

Community/Stakeholder Partnerships
Leading up to and during the pilot program period, staff will also explore other possible partnerships with interested stakeholders. ManCo and neighborhood interests are key of course, but efforts will also be directed at the vendors themselves.

Recent changes in State law have enhanced the entrepreneurial spirit associated with any sidewalk vendors. As a result, partnering with our business-persons utilizing stadium events as part of their business model will be important. One example of this would be to explore the creation of an umbrella or cooperative structure within each of the approved sidewalk vending areas to bring people together with a shared goal while combating health and safety concerns to mitigate risks (e.g., ADA compliance, food-related illnesses, vendor relationships, injuries to people, damage to property, employment and labor law risks, etc.). This community-oriented approach, similar to how some farmer’s markets are operated, would bring together individuals who want to efficiently sell their City of Santa Clara Printed on 7/14/2023Page 8 of 11
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products and be part of the decision-making process in doing so. This umbrella organization could also serve as the point of contact for adjacent properties and brick and mortar businesses.

Establishment of such an entity and its charter members will take some time. As a result, staff is recommending the sidewalk vendor management be implemented as Phase 2 of this overall process.

Information Gathering and Reporting
Throughout the program, staff will be observing and gathering relevant information in order to assist staff and the Council to evaluate program successes, failures, and possible improvements. Types of information to be gathered and reported out at the end of the process shall include, at a minimum, the following:
· Number of vending permits issued and fee waivers issued · Number of vending permits denied or revoked
· Number of written warnings and citations issued as well as the administrative fines collected · Expenses to implement the permit program and conduct enforcement of the regulations · Proposed changes to the pilot project footprint, City Code, and other regulations as a result of the pilot program experiences
· Discussion of potential costs associated with a longer-term program Next Steps
Pending Council approval of the staff recommendation, a second reading of the Ordinance will take place at the August 22, 2023 Council meeting. If the ordinance is adopted on August 22, 2023, it will become effective with initial enforcement efforts commencing upon the effectiveness of the ordinance 30 days thereafter. Doing so, allows for communications and permitting compliance efforts during the pre-season NFL games with the program going “live” as early in the regular season as possible.

The pilot program will continue through January 2024. Staff intends to report to the Council on the progress of the program, and to provide a full report at the conclusion of the program (estimated Spring 2024). At that time, staff may offer further Ordinance amendments to modify or extend the program with respect to Stadium events, and/or to expand the program into other areas of the City, including but not limited to, City parks.

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 will be Police Department and Community Development staff time associated with implementing and enforcing new permit requirements for sidewalk vendors, establishing a sidewalk vendor management program and developing a communication plan to vendors ahead of implementation and at events during the pilot period. The most significant impact from a staffing perspective will be conducting enforcement on Levi’s Stadium event days. At this time, there are approximately 8 major events scheduled at Levi’s Stadium during the pilot program; additional event (s) may be added through January 2024.

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23-726 Agenda Date: 7/18/2023
The staff recommendation includes requesting up to $30,000 in Stadium Authority funds to support the permitting initiative. This should make the City general fund whole with respect to any waived fee or tax amounts. This funding proposal will be administered by the Stadium Authority Executive Director out of existing Stadium Authority funds. If a Stadium Authority appropriation is required, a budget amendment will brought back to the Stadium Authority for its consideration and approval at the next scheduled Stadium Authority meeting.

The Stadium Manager has advised that Stadium will enforce vending regulations on Stadium grounds and parking lots. As such the Stadium Manager will be handling signage, and the corresponding costs on Stadium grounds and parking lot and will produce signs for public right-of- way (ROW) as appropriate.

COORDINATION
This report was coordinated with the Community Development Department, Parks and Recreation Department, Police Department, City Attorney’s Office, and City Manager’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.

Concurrent with the adoption this Ordinance, Stadium Manager plans to implement a companion program on Stadium grounds and in stadium parking lots. City staff and Stadium Manager will coordinate efforts to communicate with vendors about the implementation of the new stadium rules and the boundaries of the pilot program on City ROW.

RECOMMENDATION

1. Waive first reading and approve introduction of an ordinance amending Chapter 5.05 (Solicitors and Peddlers) and Section 9.05.165 (Activities and Conduct Prohibited in Parking Facilities Adjacent to the Stadium or Parking Facilities Used for Stadium Events) of the Santa Clara City Code to Create a Limited-Term Pilot Project Regulating Vending Upon Certain Public Sidewalks and Pedestrian Paths Surrounding Levi’s Stadium on Event Days Pursuant to SB 946; and,

2. Waive fees and taxes for all required City business licenses and permits, for qualified sidewalk vendors operating at stadium events during the pilot program period (September 21, 2023 through January 31, 2024) on a first come first serve basis in an amount not to exceed $30,000; and authorize the City Manager to develop administrative guidelines to implement the fee waiver program.

Reviewed by: Pat Nikolai, Chief of Police
Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Report to Council 23-211 from the April 18, 2023 City Council meeting, with attachments City of Santa Clara Printed on 7/14/2023Page 10 of 11
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23-726 Agenda Date: 7/18/2023

2. Senate Bill 946

3. Senate Bill 972

4. Proposed Ordinance

5. Pilot Program Map
City of Santa Clara Printed on 7/14/2023Page 11 of 11
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Senate Bill No. 946
CHAPTER459
An act to add Chapter 6.2 ( commencing with Section 51036) to Part 1 of Division 1 of Title 5 of the Government Code, relating to sidewalk vendors. [Approved by Governor September 17, 2018. Filed with
Secretary of State September 17, 2018.]

LEGISLATIVE COUNSEL'S DIGEST
SB 946, Lara. Sidewalk vendors.

Existing law authorizes a local authority, by ordinance or resolution, to adopt requirements for the public safety regulating any type of vending and the time, place, and manner of vending from a vehicle upon a street.

This bill would prohibit a local authority, as defined, from regulating sidewalk vendors, except in accordance with the provisions of the bill. The bill would provide that a local authority is not required to adopt a new program to regulate sidewalk vendors if the local authority has established an existing program that substantially complies with the provisions of the bill. The bill would apply these provisions to a chartered or general law city, county, or city and county .

The bill would require a local authority that elects to adopt a sidewalk vending program to, among other things, not require a sidewalk vendor to operate within specific parts of the public right-of-way, except when that restriction is directly related to objective health, safety, or welfare concerns, and not restrict sidewalk vendors to operate only in a designated neighborhood or area, except as specified. The bill would authorize a local authority to, by ordinance or resolution, adopt additional requirements regulating the time, place, and manner of sidewalk vending, as specified, if the requirements are directly related to objective health, safety, or welfare concerns. The bill would also authorize a local authority to prohibit sidewalk vendors in areas located within the immediate vicinity of a permitted certified farmers' market and a permitted swap meet, as specified, and to restrict or prohibit sidewalk vendors within the immediate vicinity of an area designated for a temporary special permit issued by the local authority, as specified. A violation would be punishable only by an administrative fine, as specified, pursuant to an ability-to-pay determination, and proceeds would be deposited in the treasury of the local authority.

The bill would require the dismissal of any criminal prosecutions under any local ordinance or resolution regulating or prohibiting sidewalk vendors that have not reached final judgment. The bill would also authorize a person who is currently serving, or who completed, a sentence, or who is subject to a fine, for a conviction of a misdemeanor or infraction for sidewalk 93 Ch. 459 -2-
vending, as specified, to petition for dismissal of the sentence, fine, or conviction.

Existing constitutional provisions require that a statute that limits the right of access to the meetings of public bodies or the writings of public officials and agencies be adopted with findings demonstrating the interest protected by the limitation and the need for protecting that interest.

This bill would make legislative findings to that effect.

The people of the State of California do enact as follows:

SECTION 1. (a) The Legislature finds and declares all of the following:
(1) Sidewalk vending provides important entrepreneurship and economic development opportunities to low-income and immigrant communities. (2) Sidewalk vending increases access to desired goods, such as culturally significant food and merchandise.
(3) Sidewalk vending contributes to a safe and dynamic public space. ( 4) The safety and welfare of the general public is promoted by encouraging local authorities to support and properly regulate sidewalk vending.
(5) The safety and welfare of the general public is promoted by prohibiting criminal penalties for violations of sidewalk vending ordinances and regulations.
( 6) This act applies to any city, county, or city and county, including a charter city. The criminalization of small business entrepreneurs, and the challenges that those entrepreneurs face as a result of a criminal record, are matters of statewide concern. Further, unnecessary barriers have been erected blocking aspiring entrepreneurs from accessing the formal economy, harming California's economy in the process, and disrupting the regulation of business, which is a matter of statewide concern. Moreover, California has an interest in the regulation of traffic, a matter of statewide concern, whether in ensuring the appropriate flow of traffic or in ensuring the safety of pedestrians on the road or the sidewalk.
(b) It is the intent of the Legislature to promote entrepreneurship and support immigrant and low-income communities.

SEC. 2. Chapter 6.2 ( commencing with Section 51036) is added to Part 1 of Division 1 of Title 5 of the Government Code, to read:

CHAPTER 6.2. SIDEWALK VENDORS
51036. For purposes of this chapter, the following definitions apply:
(a) "Sidewalk vendor" means a person who sells food or merchandise from a pushcart, stand, display, pedal-driven cart, wagon, showcase, rack, or other nonmotorized conveyance, or from one's person, upon a public sidewalk or other pedestrian path.
(b) "Roaming sidewalk vendor" means a sidewalk vendor who moves from place to place and stops only to complete a transaction. 93 -3- Ch. 459
(c) "Stationary sidewalk vendor" means a sidewalk vendor who vends from a fixed location.
( d) "Local authority" means a chartered or general law city, county, or city and county.
5103 7. (a) A local authority shall not regulate sidewalk vendors except in accordance with Sections 51038 and 51039.
(b) Nothing in this chapter shall be construed to affect the applicability of Part 7 ( commencing with Section 113700) of Division 104 of the Health and Safety Code to a sidewalk vendor who sells food.
( c) Nothing in this chapter shall be construed to require a local authority to adopt a new program to regulate sidewalk vendors if the local authority has established an existing program that substantially complies with the requirements in this chapter.
51038. (a) A local authority may adopt a program to regulate sidewalk vendors in compliance with this section.
(b) A local authority's sidewalk vending program shall comply with all of the following standards:
( 1) A local authority shall not require a sidewalk vendor to operate within specific parts of the public right-of-way, except when that restriction is directly related to objective health, safety, or welfare concerns. (2) (A) A local authority shall not prohibit a sidewalk vendor from selling food or merchandise in a park owned or operated by the local authority, except the local authority may prohibit stationary sidewalk vendors from vending in the park only if the operator of the park has signed an agreement for concessions that exclusively permits the sale of food or merchandise by the concessionaire.
(B) Notwithstanding subparagraph (A), a local authority may adopt additional requirements regulating the time, place, and manner of sidewalk vending in a park owned or operated by the local authority if the requirements are any of the following:
(i) Directly related to objective health, safety, or welfare concerns. (ii) Necessary to ensure the public's use and enjoyment of natural resources and recreational opportunities.
(iii) Necessary to prevent an undue concentration of commercial activity that unreasonably interferes with the scenic and natural character of the park.
(3) A local authority shall not require a sidewalk vendor to first obtain the consent or approval of any nongovernmental entity or individual before he or she can sell food or merchandise.
( 4) (A) A local authority shall not restrict sidewalk vendors to operate only in a designated neighborhood or area, except when that restriction is directly related to objective health, safety, or welfare concerns. (B) Notwithstanding subparagraph (A), a local authority may prohibit stationary sidewalk vendors in areas that are zoned exclusively residential, but shall not prohibit roaming sidewalk vendors.
(5) A local authority shall not restrict the overall number of sidewalk vendors permitted to operate within the jurisdiction of the local authority, 93 Ch. 459 -4-
unless the restriction is directly related to objective health, safety, or welfare concerns.
( c) A local authority may, by ordinance or resolution, adopt additional requirements regulating the time, place, and manner of sidewalk vending if the requirements are directly related to objective health, safety, or welfare concerns, including, but not limited to, any of the following:
(1) Limitations on hours of operation that are not unduly restrictive. In nonresidential areas, any limitations on the hours of operation for sidewalk vending shall not be more restrictive than any limitations on hours of operation imposed on other businesses or uses on the same street. (2) Requirements to maintain sanitary conditions.
(3) Requirements necessary to ensure compliance with the federal Americans with Disabilities Act of 1990 (Public Law 101-336) and other disability access standards.
(4) Requiring the sidewalk vendor to obtain from the local authority a permit for sidewalk vending or a valid business license, provided that the local authority issuing the permit or business license accepts a California driver's license or identification number, an individual taxpayer identification number, or a municipal identification number in lieu of a social security number if the local authority otherwise requires a social security number for the issuance of a permit or business license, and that the number collected shall not be available to the public for inspection, is confidential, and shall not be disclosed except as required to administer the permit or licensure program or comply with a state law or state or federal court order. (5) Requiring the sidewalk vendor to possess a valid California Department of Tax and Fee Administration seller's permit. (6) Requiring additional licenses from other state or local agencies to the extent required by law.
(7) Requiring compliance with other generally applicable laws. (8) Requiring a sidewalk vendor to submit information on his or her operations, including, but not limited to, any of the following:
(A) The name and current mailing address of the sidewalk vendor. (B) A description of the merchandise offered for sale or exchange. (C) A certification by the vendor that to his or her knowledge and belief, the information contained on the form is true.
(D) The California seller's permit number (California Department of Tax and Fee Administration sales tax number), if any, of the sidewalk vendor.
(E) If the sidewalk vendor is an agent of an individual, company, partnership, or corporation, the name and business address of the principal. ( d) Notwithstanding subdivision (b ), a local authority may do both of the following:
(1) Prohibit sidewalk vendors in areas located within the immediate vicinity of a permitted certified farmers' market or a permitted swap meet during the limited operating hours of that certified farmers' market or swap meet. A "certified farmers' market" means a location operated in accordance with Chapter 10.5 ( commencing with Section 47000) of Division 17 of the 93 -5- Ch. 459
Food and Agricultural Code and any regulations adopted pursuant to that chapter. A "swap meet" means a location operated in accordance with Article 6 (commencing with Section 21660) of Chapter 9 of Division 8 of the Business and Professions Code, and any regulations adopted pursuant to that article.
(2) Restrict or prohibit sidewalk vendors within the immediate vicinity of an area designated for a temporary special permit issued by the local authority, provided that any notice, business interruption mitigation, or other rights provided to affected businesses or property owners under the local authority's temporary special permit are also provided to any sidewalk vendors specifically permitted to operate in the area, if applicable. For purposes of this paragraph, a temporary special permit is a permit issued by the local authority for the temporary use of, or encroachment on, the sidewalk or other public area, including, but not limited to, an encroachment permit, special event permit, or temporary event permit, for purposes including, but not limited to, filming, parades, or outdoor concerts. A prohibition of sidewalk vendors pursuant to this paragraph shall only be effective for the limited duration of the temporary special permit. (e) For purposes of this section, perceived community animus or economic competition does not constitute an objective health, safety, or welfare concern.
51039. (a) (1) A violation of a local authority's sidewalk vending program that complies with Section 51038 is punishable only by the following:
(A) An administrative fine not exceeding one hundred dollars ($100) for a first violation.
(B) An administrative fine not exceeding two hundred dollars ($200) for a second violation within one year of the first violation. (C) An administrative fine not exceeding five hundred dollars ($500) for each additional violation within one year of the first violation. (2) A local authority may rescind a permit issued to a sidewalk vendor for the term of that permit upon the fourth violation or subsequent violations. (3) (A) If a local authority requires a sidewalk vendor to obtain a sidewalk vending permit from the local authority, vending without a sidewalk vending permit may be punishable by the following in lieu of the administrative fines set forth in paragraph (1):
( i) An administrative fine not exceeding two hundred fifty dollars ($250) for a first violation.
(ii) An administrative fine not exceeding five hundred dollars ($500) for a second violation within one year of the first violation. (iii) An administrative fine not exceeding one thousand dollars ($1,000) for each additional violation within one year of the first violation. (B) Upon proof of a valid permit issued by the local authority, the administrative fines set forth in this paragraph shall be reduced to the administrative fines set forth in paragraph (1), respectively. (b) The proceeds of an administrative fine assessed pursuant to subdivision (a) shall be deposited in the treasury of the local authority. 93 Ch. 459 -6-
( c) Failure to pay an administrative fine pursuant to subdivision (a) shall not be punishable as an infraction or misdemeanor. Additional fines, fees, assessments, or any other financial conditions beyond those authorized in subdivision (a) shall not be assessed.
(d) (1) A violation ofa local authority's sidewalk vending program that complies with Section 51038, or a violation of any rules or regulations adopted prior to January 1, 2019, that regulate or prohibit sidewalk vendors in the jurisdiction of a local authority, shall not be punishable as an infraction or misdemeanor, and the person alleged to have violated any of those provisions shall not be subject to arrest except when permitted under law. (2) Notwithstanding any other law, paragraph (1) shall apply to all pending criminal prosecutions under any local ordinance or resolution regulating or prohibiting sidewalk vendors. Any of those criminal prosecutions that have not reached final judgment shall be dismissed. ( e) A local authority that has not adopted rules or regulations by ordinance or resolution that comply with Section 5103 7 shall not cite, fine, or prosecute a sidewalk vendor for a violation of any rule or regulation that is inconsistent with the standards described in subdivision (b) Section 5103 8. (f) (1) When assessing an administrative fine pursuant to subdivision (a), the adjudicator shall take into consideration the person's ability to pay the fine. The local authority shall provide the person with notice of his or her right to request an ability-to-pay determination and shall make available instructions or other materials for requesting an ability-to-pay determination.

The person may request an ability-to-pay determination at adjudication or while the judgment remains unpaid, including when a case is delinquent or has been referred to a comprehensive collection program. (2) If the person meets the criteria described in subdivision (a) or (b) of Section 68632, the local authority shall accept, in full satisfaction, 20 percent of the administrative fine imposed pursuant to subdivision (a). (3) The local authority may allow the person to complete community service in lieu of paying the total administrative fine, may waive the administrative fine, or may offer an alternative disposition. (g) ( 1) A person who is currently serving, or who completed, a sentence, or who is subject to a fine, for a conviction of a misdemeanor or infraction for sidewalk vending, whether by trial or by open or negotiated plea, who would not have been guilty of that offense under the act that added this section had that act been in effect at the time of the offense, may petition for dismissal of the sentence, fine, or conviction before the trial court that entered the judgment of conviction in his or her case.
(2) Upon receiving a petition under paragraph (1 ), the court shall presume the petitioner satisfies the criteria in paragraph (1) unless the party opposing the petition proves by clear and convincing evidence that the petitioner does not satisfy the criteria. If the petitioner satisfies the criteria in paragraph (1 ), the court shall grant the petition to dismiss the sentence or fine, if applicable, and dismiss and seal the conviction, because the sentence, fine, and conviction are legally invalid.
93 -7- Ch. 459
(3) Unless requested by the petitioner, no hearing is necessary to grant or deny a petition filed under paragraph (1 ).
( 4) If the court that originally sentenced or imposed a fine on the petitioner is not available, the presiding judge shall designate another judge to rule on the petition.
(5) Nothing in this subdivision is intended to diminish or abrogate any rights or remedies otherwise available to the petitioner. (6) Nothing in this subdivision or related provisions is intended to diminish or abrogate the finality of judgments in any case not falling within the purview of this chapter.

SEC. 3. The Legislature finds and declares that Section 2 of this act, which adds Section 51038 to the Government Code, imposes a limitation on the public's right of access to the meetings of public bodies or the writings of public officials and agencies within the meaning of Section 3 of Article I of the California Constitution. Pursuant to that constitutional provision, the Legislature makes the following findings to demonstrate the interest protected by this limitation and the need for protecting that interest:

The Legislature finds and declares that in order to protect the privacy of a sidewalk vendor with regard to his or her California driver's license or identification number, individual taxpayer identification number, or municipal identification number, when that number is collected in lieu of a social security number for purposes of the issuance of a permit or business license, it is necessary that the sidewalk vendor's number be confidential, except as provided in this act.
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Senate Bill No. 972
CHAPTER489
An act to amend Sections 113818, 113831, and 113868 of, and to add Chapter 11. 7 ( commencing with Section 114 3 68) to Part 7 of Division 104 of, the Health and Safety Code, relating to retail food. [Approved by Governor September 23, 2022. Filed with
Secretary of State September 23, 2022.]

LEGISLATIVE COUNSEL'S DIGEST
SB 972, Gonzalez. California Retail Food Code.
(1) Existing law, the California Retail Food Code (the code), establishes uniform health and sanitation standards for, and provides for regulation by the State Department of Public Health of, retail food facilities and requires local health agencies to enforce these provisions. Existing law, for purposes of the code, defines a "cottage food operation" as an enterprise that has no more than a specified amount in gross annual sales, is operated by a cottage food operator, and has no more than 1 full-time employee within the registered or permitted area of a private home where the food products are prepared and packaged. Existing law provides for the regulation of microenterprise home kitchen operations and limits those operations to not serving more than 30 individual meals per day and not more than 60 individual meals per week and to no more than $50,000 in verifiable gross annual sales, as adjusted for inflation. Existing law authorizes the local enforcement agency to decrease the limit on the number of individual meals prepared based on the food preparation capacity of the operation.

This bill would authorize a cottage food operation or microenterprise home kitchen operation to serve as a commissary or mobile support unit for up to 2 compact mobile food operations if the cottage food operation or microenterprise home kitchen operation permit includes an endorsement from the local enforcement agency that the cottage food operation or microenterprise home kitchen operation is capable of supporting the preparation and storage of the food being sold from the compact mobile food operation and the storage and cleaning of the compact mobile food operation. The bill would authorize nonpotentially hazardous foods prepared in a cottage food operation to be served from a compact mobile food operation. The bill would define "compact mobile food operation" as a mobile food facility that operates from an individual or from a pushcart, stand, display, pedal-driven cart, wagon, showcase, rack, or other nonmotorized conveyance. The bill would require compact food operations to conduct only limited food preparation.
(2) The code defines "limited food preparation" as food preparation that is restricted to specified activities, including dispensing or portioning of 92 Ch. 489 -2-
nonpotentially hazardous food, slicing and chopping of food on a heated cooking surface during the cooking process, and holding, portioning, and dispensing foods that are prepared at a satellite food service or catering operation.

This bill would include in the definition of "limited food preparation" dispensing and portioning for immediate service to a customer of food that has been temperature controlled until immediately prior to portioning or dispensing, slicing and chopping of nonpotentially hazardous food or produce that has been washed at an approved facility, hot and cold holding of food previously prepared at an approved permanent food facility, and reheating of food that has been previously prepared at an approved permanent food facility and held at the approved temperatures.
(3) The code defines "mobile food facility" and regulates what types of food may be provided at a mobile food facility. The code requires mobile food facilities to meet specified health and safety standards, including access to warewashing sinks, restrooms, and handwashing facilities and required quantities of potable water.

This bill would require a compact mobile food operation to meet the applicable requirements of mobile food facilities, except as specified. The bill would exempt a compact mobile food operation that has 25 square feet or less of display area and sells only prepackaged, nonpotentially hazardous foods or whole uncooked produce from the code, except as specified. The bill would authorize a compact mobile food operation to display or sell food outdoors, if certain conditions are met, including, among other things, overhead protection provided above all food display areas. The bill would require a compact mobile food operation that engages in the preparation of raw meat, raw poultry, or raw fish to meet additional specified requirements.

The bill would authorize the enforcement agency to preapprove a standard plan for a standardized or mass-produced facility intended to serve as a compact mobile food operation and would authorize a compact mobile food operation to use that standardized or mass-produced facility after a final inspection, but without submitting plans for the individual unit. The bill would authorize the enforcement agency to collect a fee for the final inspection.
( 4) Existing law requires commissaries and other approved facilities servicing mobile support units, mobile food facilities, and vending machines to meet specified standards.

This bill would authorize an enforcement agency to approve a facility with nonconforming structural conditions if those conditions do not pose a public health hazard. The bill would also require an enforcement agency to approve the storage of a compact mobile food facility in a permitted permanent food facility if, after initial inspection, the agency determines that the compact mobile food facility is protected from contamination. The bill would authorize the enforcement agency to charge a fee to administer these provisions.
92 -3- Ch. 489
(5) The code requires a food facility to have a valid permit to be open for business and authorizes the local enforcement agency to charge a fee for the permit or registration or related services.

This bill would authorize the local enforcement agency to reduce the fee for the permit, registration, or related service for an applicant seeking approval of a compact mobile food operation or related operations. (6) Under existing law, violation of the code is a misdemeanor, unless otherwise specified.

This bill would make violations of the code by an operator or employee of a compact mobile food facility or a sidewalk vendor punishable only by an administrative fine. Additionally, by making changes to the definition of various crimes and by adding new crimes under the code, this bill would impose a state-mandated local program.

The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.

This bill would provide that no reimbursement is required by this act for a specified reason.

The people of the State of California do enact as follows:

SECTION 1. Section 113818 of the Health and Safety Code is amended to read:
113818. (a) "Limited food preparation" means food preparation that is restricted to one or more of the following:
(1) Heating, frying, baking, roasting, popping, shaving of ice, blending, steaming or boiling of hot dogs, or assembly of nonprepackaged food. (2) Dispensing and portioning of nonpotentially hazardous food or dispensing and portioning for immediate service to a customer of food that has been temperature controlled until immediately prior to portioning or dispensing.
(3) Holding, portioning, and dispensing of any foods that are prepared for satellite food service by the onsite permanent food facility or prepackaged by another approved source.
( 4) Holding, portioning, and dispensing of any foods that are prepared by a catering operation.
(5) Slicing and chopping of nonpotentially hazardous food or produce that has been washed at an approved facility or slicing and chopping of food on a heated cooking surface during the cooking process. ( 6) Cooking and seasoning to order.
(7) Juicing or preparing beverages that are for immediate service, in response to an individual consumer order, that do not contain frozen milk products.
(8) Hot and cold holding of food that has been prepared at an approved permanent food facility.
92 Ch. 489 -4-
(9) Reheating of food that has been previously prepared at an approved permanent food facility and held at temperatures required by this chapter. (b) "Limited food preparation" does not include any of the following:
(1) Slicing and chopping potentially hazardous food, other than produce, unless it is on the heated cooking surface.
(2) Thawing.
(3) Cooling of cooked, potentially hazardous food.
(4) Grinding raw ingredients or potentially hazardous food. (5) Washing of foods.
( 6) Cooking of potentially hazardous foods for later use. (7) Handling, manufacturing, freezing, processing, or packaging of milk, milk products, or products resembling milk products subject to licensing under Division 15 (commencing with Section 32501) of the Food and Agricultural Code.

SEC. 2. Section 113831 of the Health and Safety Code is amended to read:
113831. (a) "Mobile food facility" means any vehicle used in conjunction with a commissary or other permanent food facility upon which food is sold or distributed at retail. "Mobile food facility" does not include a "transporter" used to transport packaged food from a food facility, or other approved source to the consumer.
(b) "Single operating site mobile food facilities" means at least one, but not more than four, unenclosed mobile food facilities, and their auxiliary units, that operate adjacent to each other at a single location. (c) "Compact mobile food operation" means a mobile food facility that operates from an individual or from a pushcart, stand, display, pedal-driven cart, wagon, showcase, rack, or other nonmotorized conveyance.

SEC. 3. Section 113868 of the Health and Safety Code is amended to read:
113868. "Portable" means equipment that is capable of being lifted and moved or has utility connections that are designed to be disconnected or of sufficient length to permit the unit to be moved for cleaning, and does not exceed 100 pounds ( 46 kg) in weight or is otherwise designed to be mobile.

SEC. 4. Chapter 11.7 (commencing with Section 114368) is added to Part 7 of Division 104 of the Health and Safety Code, to read:

CHAPTER 11. 7. COMPACT Mo BILE FooD OPERATION
114368. A compact mobile food operation, as defined in subdivision ( c) of Section 113 831, shall meet the applicable requirements of Chapter 10 (commencing with Section 114294), except as provided in this chapter. 114368.1. (a) Any compact mobile food operation with 25 square feet or less of display area from which only prepackaged nonpotentially hazardous food and whole uncooked produce is sold is exempt from the requirements of this part, except that the facility shall comply with all of the following:
92 -5- Ch. 489
(1) Sections 113980, 114047, 114049, 114390, 114393, 114397, and 114399.
(2) Chapter 1 (commencing with Section 113700).
(3) Chapter 2 (commencing with Section 113728).
(b) ( 1) A local enforcement agency may inspect a compact mobile food operation that is exempt, as specified in subdivision (a), during the facility's hours of operation and other reasonable times on the basis of a consumer complaint or just cause.
(2) For the purposes of determining compliance with this chapter, a compact mobile food operation that is not exempt as specified in subdivision (a) is subject to permitting and routine inspections or inspections on the basis of a consumer complaint or just cause.
( c) The local enforcement agency may recover the costs of investigation and enforcement of this section, subject to any limitations in this part on fines issuable to compact mobile food operations.
114 3 68 .2. (a) Compact mobile food operations shall conduct only limited food preparation, as defined in Section 113818. Notwithstanding any other provision of this part, a compact mobile food operation, as defined in subdivision ( c) of Section 113 831, may display or sell food outdoors, if all of the following conditions are satisfied:
( 1) Overhead protection are provided above all food display areas. (2) Food items from the outdoor display are stored consistent with this chapter at all times other than during business hours.
(3) Outdoor displays comply with Section 113980 and have been approved by the enforcement agency if the compact mobile food operation is required to obtain a permit.
(b) A compact mobile food operation shall not sell food other than nonpotentially hazardous prepackaged food or whole produce, or conduct any food preparation, unless it meets the applicable operational requirements of this chapter, including applicable requirements for integral equipment, handwashing, and restroom access.
( c) Equipment that is required to be integral to a compact mobile food operation shall either be permanently attached to the primary unit or securely fastened to the primary unit by means that would prevent unintentional removal. Equipment may be considered integral despite being portable or otherwise removable for cleaning, maintenance, or as part of its regular function.
( d) A compact mobile food operation operating from an individual shall not conduct any food preparation or sell foods other than nonpotentially hazardous prepackaged food or whole produce.
114368.3 (a) (1) A permitted cottage food operation or microenterprise home kitchen operation may serve as a commissary or mobile support unit for up to two compact mobile food operations if the cottage food operation or microenterprise home kitchen operation permit includes an endorsement from the local enforcement agency that the cottage food operation or microenterprise home kitchen operation is capable of supporting the preparation and storage of the food being sold from the compact mobile 92 Ch. 489 -6-
food operation and the storage and cleaning of the compact mobile food operation.
(2) Transactions at a compact mobile food operation operated by a cottage food operator shall constitute "direct sales" for the purposes of paragraph (4) of subdivision (b) of Section 113758.
(3) Transactions at up to two compact mobile food operations operated by a cottage food operator shall not count toward the annual gross sales restrictions in Section 113758 applicable to cottage food operations if the governing body has authorized this action.
( 4) Nonpotentially hazardous foods prepared in a cottage food operation may be served from a compact mobile food operation.
(5) Food prepared in a microenterprise home kitchen operation may be served from a compact mobile food operation operated by the microenterprise home kitchen operation permitholder.
(6) The meal and gross annual sales limitations in paragraphs (7) and (8) of subdivision (a) of Section 113825 do not apply to the sale of nonpotentially hazardous food or produce for up to two compact mobile food operations operated by the microenterprise home kitchen operation if the governing body has authorized this action.
(7) With the authorization of the governing body and if the enforcement agency determines that the operation does not pose a public health hazard, a permitted microenterprise home kitchen operation may serve as a commissary for up to two compact mobile food operations. The meal and gross annual sales limitations in paragraphs (7) and (8) of subdivision (a) of Section 113825 apply unless the governing body sets a higher meal and income limitation.
(8) The governing body of a local jurisdiction that permits microenterprise home kitchen operations pursuant to Section 114367, may set the meal and income limitations in paragraphs (7) and (8) of subdivision (a) of Section 113825 at a higher level than provided in those paragraphs for microenterprise home kitchen operations that operate in conjunction with a compact mobile food operation. Notwithstanding this subdivision, the levels in effect, by statute or ordinance, as of January 1, 2023, shall remain in effect until changed by the local jurisdiction.
(b) (1) Existing permanent food facilities may be permitted to support the operations and storage of compact mobile food operations pursuant to the requirements of this section.
(2) Notwithstanding any other provision of this part, upon an evaluation verifying that a permanent food facility satisfies subdivisions (a) to (f), inclusive, of Section 114326, an enforcement agency shall approve the use of a permitted permanent food facility to satisfy the requirements of Section 114295 for a compact mobile food operation.
(3) Notwithstanding any other provision of this part, upon an evaluation verifying that the compact mobile food operation will be stored in a manner that protects the compact mobile food operation from contamination, an enforcement agency shall approve the storage of a compact mobile food operation in a permitted permanent food facility.
92 -7- Ch. 489
( 4) Except when a determination is made by the enforcement agency that any nonconforming structural conditions pose a public health hazard, the enforcement agency may approve a facility to support operations of a compact mobile food operation.
(5) Plan submission shall not be required for an existing permanent food facility to support the operations of a compact mobile food operation when a determination is made by the local enforcement agency that the current operation and structural facilities of the permanent food facility can successfully provide the necessary functions of a commissary for a compact mobile food operation.
(6) An approved permanent food facility that will be used for cooling of food for a compact mobile food operation shall be approved by the enforcement agency for cooling.
(c) (1) Unless prohibited by local ordinance, an enforcement agency may allow the use of a private home for the storage of a compact mobile food operation if it determines, after an evaluation, that storage in the private home would not pose a public health hazard and that the compact mobile food operation will be stored in a manner that protects the compact mobile food operation from contamination.
(2) No more than two compact mobile food operations may be stored in a private home unless the enforcement agency finds that storage of more than two compact mobile food operations in a private home would not pose a public health hazard.
(3) The storage area within the home shall be designated and clearly identified upon approval and shall not be relocated without the review and approval of the local enforcement agency.
( 4) Prepackaged nonpotentially hazardous food, whole fruits, and whole vegetables may be stored in the home prior to sale or preparation of that food in a compact mobile food operation.
(5) Food prepared in a private home shall not be used or offered for sale on a compact mobile food operation, unless it is a permitted cottage food operation or microenterprise home kitchen operation pursuant to subdivision (a). Violation of this paragraph may result in suspension or revocation of the permit to operate the compact mobile food operation. ( 6) For purposes of determining compliance with this subdivision, a local enforcement agency may access, for inspection purposes, a private home where a compact mobile food operation is stored only if the representative has, on the basis of a consumer complaint, reason to suspect that the home is being used for food preparation, food storage, or unauthorized storage of utensils or other food facility equipment in violation of this subdivision. ( d) At the end of the operating day, potentially hazardous food that is prepared on or served from a compact mobile food operation shall be destroyed in a manner approved by the enforcement agency. (e) For the purposes of this chapter, an endorsement by the local enforcement agency shall be a documented and recorded approval of compliance with applicable sections. An endorsement may include an inspection or evaluation, but shall not require a registration or permit. 92 Ch. 489 -8-
(f) The enforcement agency may collect a fee for any permit, endorsement, inspection, or evaluation issued or conducted pursuant to this chapter in an amount that does not exceed the reasonable administrative costs of the enforcement agency.
114368.4. (a) Except as provided in subdivision (b ), a compact mobile food operation that is approved for limited food preparation that prepares raw meat, raw poultry, or raw fish is subject to warewashing and handwashing facility requirements as outlined in Chapter 10 ( commencing with Section 114294).
(b) (1) A compact mobile food operation may satisfy the requirements of Sections 114313 and 114314 by demonstrating access to a permitted auxiliary conveyance containing the necessary handwashing and warewashing sinks when operating at a site-specific location. The auxiliary conveyance may be operated by the same or a different permitholder. An enforcement agency may permit an auxiliary conveyance to serve multiple compact mobile food operations operating in close proximity to the auxiliary conveyance, as determined by the enforcement agency.
(2) If an auxiliary conveyance is not operated by the permitholder of the compact mobile food operation, the operator of the auxiliary conveyance shall obtain a permit from the enforcement agency to operate the auxiliary conveyance and service compact mobile food operations.
(3) The permit application for an auxiliary conveyance not operated by a compact mobile food operation shall include a site plan and shall be submitted to the enforcement agency at least two weeks prior to the operation of any food facility in conjunction with the auxiliary conveyance. (4) The site plan for an auxiliary conveyance not operated by a compact mobile food operator shall show the proposed location and storage of the auxiliary conveyance, the proposed locations of any food facilities that will utilize the auxiliary conveyance, restrooms, refuse containers, potable water supply faucets, waste water disposal facilities, and all shared warewashing and handwashing facilities.
(c) A compact mobile food operation that is approved for limited food preparation that does not prepare raw meat, raw poultry, or raw fish shall do one of the following:
(1) Provide a three-compartment sink as described in subdivision (a) of Section 114313.
(2) Provide at least one two-compartment sink that complies with subdivision ( e) of Section 114099.3.
(3) Provide a one-compartment sink with at least one integral metal drainboard, an adequate supply of spare preparation and serving utensils to replace those that become soiled or contaminated, and warewashing facilities that comply with subdivision (a) of Section 114313 in reasonable proximity to, and readily accessible for use by, food employees at all times. ( 4) Maintain an adequate supply of spare preparation and serving utensils on the compact mobile food operation to ensure that utensils used for potentially hazardous foods are replaced with clean and sanitized utensils every four hours or as needed to replace those that become soiled or 92 -9- Ch. 489
contaminated. A compact mobile food operation that complies with this paragraph is not required to provide a warewashing sink. ( d) A compact mobile food operation that is approved for limited food preparation that does not prepare raw meat, raw poultry, or raw fish shall provide an integral handwashing sink with at least five gallons of potable water to operate with a potable water tank with a capacity of at least five gallons for handwashing.
( e) An enforcement agency may permit a compact mobile food operation to operate with an integral water tank smaller than specified under subdivision ( c) or ( d) of Section 114217 if the enforcement agency finds that the compact mobile food operation is operating in an area and manner that would allow for replenishment of the water supply as needed during operations.
(f) A compact mobile food operation shall submit, to the enforcement agency, written operating procedures that include the process of filling potable water tanks if it will operate with a water tank with a capacity of less than five gallons specified in subdivisions (c) and (d) of Section 114217. (g) A compact mobile food operation that does not prepare raw meat, raw poultry, or raw fish is exempt from any provision of this part requiring it be equipped with a water heater or otherwise be supplied with warm water. 114368.5. (a) Upon receipt of complete, easily readable plans drawn to scale, and specifications satisfactory to the enforcement agency, an enforcement agency may preapprove a standard plan for a standardized or mass-produced individual unit intended to serve as a compact mobile food operation.
(b) A person proposing to operate a compact mobile food operation who has acquired an individual unit for which the construction of the compact mobile food operation has been built to approved plans shall not be required to submit plans for the individual unit, but instead shall be subject to a final inspection of the compact mobile food operation to ensure that the individual unit and proposed method of operation conform to the standard plans preapproved pursuant to subdivision (a). The permit application for a compact mobile food operation utilizing a preapproved individual unit shall include a certification that the applicant has not substantially altered the individual units from the plans preapproved pursuant to subdivision (a).

The enforcement agency may collect a fee in the final inspection in an amount that does not exceed the reasonable administrative costs to the enforcement agency.
( c) The repair of equipment or integral fixtures on a compact mobile food operation or the replacement of equipment and fixtures on a compact mobile food operation with substantially similar equipment or fixtures is not a remodel, and the repair or replacement of equipment or fixtures does not require the submission of plans to an enforcement agency. ( d) A local governing body may waive or reduce a fee for the permit, registration, or related services for an applicant seeking approval of a compact mobile food operation or related operations.
92 Ch. 489 -10-
( e) All new and replacement food-related and utensil-related equipment for a compact mobile food operation shall be certified or classified for sanitation by an American National Standards Institute accredited certification program, or a certification program accredited by another accreditation body recognized by the enforcement agency as providing substantially similar food safety and operational standards. In the absence of an applicable certified sanitation standard, food-related and utensil-related equipment shall be evaluated for approval by the enforcement agency. (f) All new and replacement electrical appliances for a compact mobile food operation shall meet applicable Underwriters Laboratories standards for electrical equipment as determined by an American National Standards Institute accredited certification program or a certification program accredited by another accreditation body recognized by the enforcement agency as providing substantially similar food safety and operational standards.
114368.6. A compact mobile food operation is exempt from Section 113947.1 if the operator and any individual who is involved in the preparation, storage, or service of food for the compact mobile food operation has obtained a food handler card that meets the requirements of Section 113948.
114368.7. A compact mobile food operation is exempt from the requirements of Section 114315 if the compact mobile food operation operates with multiple employees or operators and the compact mobile food operation may remain operable by a single individual so that employees or operators may alternate use of a restroom.
114368.8. (a) Notwithstanding subdivision (a) of Section 114395, a violation of this part by an operator or employee of a compact mobile food operation is punishable only by an administrative fine. (b) A violation of any provision of this part or regulation adopted pursuant to this part by an operator or employee of a compact mobile food operation or a sidewalk vendor shall not be punishable as an infraction or misdemeanor, and an operator or employee of a compact mobile food operation or a sidewalk vendor alleged to have violated any of those provisions is not subject to arrest except when independent grounds for that arrest exist under law.
( c) Except as provided in paragraph ( d), each offense by an operator or employee of a compact mobile food operation or a sidewalk vendor may only be punished by a fine consistent with the following:
(1) A notice of violation detailing the violation, including the applicable provision of this part or regulation adopted pursuant to this part. (2) An administrative fine not exceeding one hundred dollars ($100) for a second violation within one year of the first violation. (3) An administrative fine not exceeding two hundred dollars ($200) for a third violation within one year of the first violation. ( 4) An administrative fine not exceeding five hundred dollars ($500) for each additional violation within one year of the first violation. 92 -11- Ch. 489
( d) If a compact mobile food operation is required to obtain a permit from the enforcement agency, operating without a permit may be punishable by a fine not to exceed three times the cost of the permit in lieu of the administrative fines referenced in subdivision (c). An enforcement agency shall not issue any fines in excess of the amounts allowable pursuant to subdivision (c) prior to January 1, 2024.
(e) (1) When assessing an administrative fine for a first-time offense, pursuant to this section, the hearing officer shall take into consideration the person's ability to pay the fine. The enforcement agency shall provide the person with notice of their right to request an ability-to-pay determination and shall make available instructions or other materials for requesting an ability-to-pay detennination. The person may request an ability-to-pay determination at adjudication or while the judgment remains unpaid, including when a case is delinquent or has been referred to a comprehensive collection program.
(2) If the person meets the criteria described in subdivision (a) or (b) of Section 68632 of the Government Code, the enforcement agency shall accept, in full satisfaction, 20 percent of the administrative fine imposed pursuant to this section.
(3) The enforcement agency may waive the administrative fine or may offer an alternative disposition.

SEC. 5. No reimbursement is required by this act pursuant to Section 6 of Article XIII B of the California Constitution because the only costs that may be incurred by a local agency or school district will be incurred because this act creates a new crime or infraction, eliminates a crime or infraction, or changes the penalty for a crime or infraction, within the meaning of Section 17556 of the Government Code, or changes the definition ofa crime within the meaning of Section 6 of Article XIII B of the California Constitution.
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Ordinance/Sidewalk Vending Pilot Project Page 1 of 9
Rev: 09/2019
ORDINANCE NO. _____

AN ORDINANCE OF THE CITY OF SANTA CLARA,
CALIFORNIA, AMENDING CHAPTER 5.05 (SOLICITORS
AND PEDDLERS) AND SECTION 9.05.165 (ACTIVITIES

AND CONDUCT PROHIBITED IN PARKING FACILITIES

ADJACENT TO THE STADIUM OR PARKING FACILITIES
USED FOR STADIUM EVENTS) OF “THE CODE OF THE
CITY OF SANTA CLARA, CALIFORNIA”

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

WHEREAS, in 2018 the State legislature passed SB 946 which placed significant limitations on local agencies’ ability to regulate sidewalk vending; WHEREAS, among other things, SB 946 requires that any time, place, and manner restrictions placed on sidewalk vending to be supported by objective health, safety, and welfare concerns, and limits the types of personal information that can be collected in the permitting process, and limits the enforcement activity that a public agency can conduct; WHEREAS, existing City Code provisions are not strictly in compliance with the mandates of SB 946 and, therefore, have been largely unenforceable; WHEREAS, the City recognizes and appreciates that sidewalk vending provides important entrepreneurship and economic development opportunities to low-income and immigrant communities;
WHEREAS, as the State legislature recognized, the City has an interest in regulating the flow of traffic and ensuring the safety of pedestrians; WHEREAS, the City has observed and experienced a dramatic increase in sidewalk vending around Levi’s Stadium on event days, which has created significant health and safety concerns primarily related to traffic and pedestrians; and WHEREAS, the City Council deems it to be in the best interests of the City to create a Ordinance/Sidewalk Vending Pilot Project Page 2 of 9
Rev: 09/2019
limited term pilot project regulating vending on specified sidewalks and public paths surrounding Levi’s Stadium on event days.

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

SECTION 1: That Subsection (m) of Section 9.05.165 (entitled “Activities and conduct prohibited in parking facilities adjacent to the Stadium or parking facilities used for Stadium events”) of Chapter 9.05 (entitled “In General”) of Title 9 (entitled “Public Peace, Morals, and Welfare”) of “The Code of the City of Santa Clara, California” (“SCCC”) is amended to read as follows:
“(m) No person shall bring, or cause to be brought, for the purposes of sale or barter, or have for sale, or sell or exchange, or offer for sale or exchange any food, drink, service, goods, wares, ticket or merchandise, or solicit employment, business or contributions of money or other property, within any portion of the parking areas , including the perimeter sidewalk of the facility except as set forth in Article IV of Chapter 5.05.” SECTION 2: That a new Article IV (entitled “Stadium Pilot Project”) is added to Chapter

5.05 (entitled “Solicitors and P eddlers”) of Title 5 (entitled “Business Licenses and Regulations”) of “The Code of the City of Santa Clara, California” to read as follows:
“Article IV. Stadium Pilot Program

5.05.400 Definitions

5.05.410 Purpose

5.05.420 Permit Required

5.05.430 Time, Place, or Manner Restrictions

5.05.440 Health, Safety, or Welfare Concerns

5.05.450 Enforcement

5.05.400 Definitions.
(a) “E vent Days” means days on which events are held at the Stadium which Ordinance/Sidewalk Vending Pilot Project Page 3 of 9
Rev: 09/2019
necessitate street closures pursuant to the Traffic Management and Operations Plan. (b) “Sidewalk Vendor” means a person who sells food or merchandise, whether stationary or roaming, from a pushcart, stand, display, pedal-driven cart, wagon, showcase, rack, or other nonmotorized conveyance, or from one’s person, upon a public sidewalk or other pedestrian path.
(c) “ Stadium Pi lot Program Area” means those specific st reets or paths enumerated in SCCC 5.05.430.

5.05.410 Purpose.

The purpose of this Article is to strike a balance between supporting entrepreneurship and maintaining a safe environment for Stadium patrons by enacting a limited-term pilot program regulating the time, place, and manner in which Sidewalk Vendors may conduct business within the designated Stadium Pilot Program Area surrounding Levi’s Stadium on Event Days, based upon objective health, safety, and welfare concerns.

This Article shall become inoperative on January 31, 2024, and shall be considered repealed on that date, unless this Section is amended on or before January 31, 2024, to delete or extend this date.

5.05.420 Permit Required.
(a) At any time, whether on an Event Day or otherwise, Sidewalk Vendors operating within the Stadium Pilot Program Area must possess a valid sidewalk vending permit issued by the Chief of Police or designee.
(b) To obtain a si dewalk vending permit, Sidewalk Vendors must complete a permit application, which shall be on a form available at the Police Department, with the Ordinance/Sidewalk Vending Pilot Project Page 4 of 9
Rev: 09/2019
following information:
(1) Categories of personal identification and business information to be enumerated by the Police Department on the application, and which shall be in accordance with Senate Bill 946
(2) Fingerprinting in accordance with SCCC 5.05.050
(3) Business Tax Certificate in accordance with SCCC 3.40.060 (4) Proof of current and valid permit, or other form of approval, from other applicable public agencies including, but not limited to, the Santa Clara County Department of Environmental Health
(5) If an individual or entity other than the applicant owns the pushcart, stand, display, pedal -driven cart, wagon, showc ase, rack, or other nonmotorized conveyance used by the applicant, such individual or entity shall be identified in the manner prescribed by the Police Department
(6) If the applicant is employed or otherwise engaged by another individual or entity to perform Sidewalk Vendor services, such individual or entity shall be identified in the manner prescribed by the Police Department
(c) Permits shall be valid for a period of one year and Sidewalk Vendors must renew their permits annually.
(d) Fees associated with the initial permit application or annual renewal shall be established by resolution of the City Council and must be remitted at the time of submission of the application or request for renewal.
(e) An initial permit application may be denied under any of the fol lowing circumstances:

Ordinance/Sidewalk Vending Pilot Project Page 5 of 9
Rev: 09/2019
(1) T he applicant failed to submit all required information or fees (2) The applicant falsified information on the application, concealed a material fact or otherwise committed any fraud in the application (3) Within the past five years, the appl icant had a criminal judgment for misdemeanor or felony entered against him or her for a crime of violence or a property crime related to theft or fraud
(f) A request for permit renewal, which shall be on a form available at the Police Department, may be denied under any of the following circumstances:
(1) T he applicant failed to submit all required information or fees (2) The applicant failed to request renewal prior to expiration of the permit (3) The applicant falsified information on the application, concealed a material fact or otherwise committed any fraud in the application (4) Within the past five years, the applicant had a criminal judgment for misdemeanor or felony entered against him or her for a crime of violence or a property crime related to theft or fraud
(g) The decision of the Chief of Police or designee to deny, revoke, or not renew, a permit may be appealed under the procedures set forth in SCCC Sections 2.115.050 –

2.115.090.
(h) The permit issued pursuant to this Article, and all interests, rights and obligations pertaining ther eto, are personal to the holder of such permit, and are not transferable or assignable, by operation of law or otherwise.

5.05.430 Time, Place, or Manner Restrictions
(a) No Sidewalk Vendor shall sell food or merchandise, whether stationary or Ordinance/Sidewalk Vending Pilot Project Page 6 of 9
Rev: 09/2019
roaming, from a pushcart, stand, display, pedal -driven cart, wagon, showcase, rack, or other nonmotorized conveyance, or from one’s person , upon a public sidewalk or other pedestrian path , within the Stadium Pilot Program Area on Event Days during the hours of street or trail closures. In no event shall Street Vending occur within the Stadium Pilot Program Area on Event Days within two hours before the commencement of an event and two hours after the conclusion of an event.
(b) The Stadium Pilot Program Area shall be defined as the following:
(1) Tasman Drive (from Great America Parkway to Calle de Sol) (2) Tasman Drive eastbound off-ramp to Star and Stripes Drive (3) Tasman Drive stairways to Stars and Stripes Drive
(4) Great America Parkway (from Bunker Hill Drive to Patrick Henry Drive) (5) Stars and Stripes Drive (from the Tasman Drive eastbound off-ramp to Bill Walsh Way)
(6) San Tomas Aquino Creek Trail ( from Great America Parkway to Agnew Road)
(7) Old Glory Lane east of Great America Parkway

5.05.440 Health, Safety, or Welfare Concerns
(a) The following health, safety, or welfare concerns exist upon the sidewalks and other pedestrian paths listed in SCCC 5.05.430(b):
( 1) Street Vending in the Stadium Pilot Program Area on Event Days and the associated customer queues scattered within a large, high-density pedestrian group presents a variety of risks to the vendors, their customers, other pedestrians, emergency Ordinance/Sidewalk Vending Pilot Project Page 7 of 9
Rev: 09/2019
responders, vehicular traffic, and pedi-cab traffic
(2) Interfering with the ability of disabled persons and other pedestrians to safely follow a path of travel in both ingress and egress from the Stadium on Event Days
(3) Interfering with the ability of public s afety or other emergency responders to quickly and safely travel through the crowds (4) Street Vendors and associated customer queues extending into vehicular and pedi-cab driving lanes, and in close proximity to rail lines (5) Unsafe food preparation, storage, and handling practices, including lack of hand washing facilities
(6) Inadequate waste disposal that can lead to pollution, or hazardous and unsanitary conditions
(7) Use of propane tanks on portable carts without security measures is particularly dangerous in the context of a large, highly dense, pedestrian group (8) Hot greasy cook tops wit hout structures for saf ety clearances and required fire extinguishing devices which are particularly dangerous in the context of a large, highly dense, pedestrian group
(9) Merchandise sales of counterfeit, unsafe or inappropriate items (e.g., flares) that are particularly dangerous in the context of a large, highly dense, pedestrian group
(10) Alcohol being sold to Stadium patrons without Alcoholic Beverage Control permits, particularly in situations in which Stadium halts alcohol sales prior to the conclusion of the event for safety purposes
Ordinance/Sidewalk Vending Pilot Project Page 8 of 9
Rev: 09/2019

5.05.450 Enforcement
(a) A violation of any requirement of this Article IV, except for permit requirements under SCCC 5.05.420, is punishable only by the following administrative penalty structure or permit revocation:
(1) O ne hundred dollars ($100) for a first violation
(2) T wo hundred dollars ($200) for a second violation within one year of the first violation
(3) F ive hundred dollars ($500) for each additional vi olation within one year of the first violation
(4) The Chief of Police or designee may rescind a permit issued to a sidewalk v endor for the term of that permit upon the fourth violation or subsequent violations
(b) A Sidewalk Vendor operating within the Stadium Pilot Program Area without possessing a valid sidewalk vending permit issued in accordance with SCCC 5.05.420 is subject to the following penalties:
(1) T wo hundred fifty dollars ($250) for a first violation (2) F ive hundred dollars ($500) for a second violation within one year of the first violation
(3) O ne thousand dollars ($1,000) for each additional violation within one year of the first violation.
(c) The Police Department shall make available instructions or other materials explaining a Street Vendor’s right to request an ability-to-pay determination pursuant to SB 946.”
Ordinance/Sidewalk Vending Pilot Project Page 9 of 9
Rev: 09/2019
SECTION 3: 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.

SECTION 4: 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 a ny 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 5: 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 18th day of July, 2023, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ___________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference: None
Ordinance/Sidewalk Vending Pilot Project
Rev: 09/2019