City Council and Authorities Concurrent
May 13, 2025

Annex I
Project Description and Scope of Work
(Revised May 1, 2024)
Project Description
The City of Santa Clara’s Station Area Specific Plan will serve as a tool for the City of Santa Clara, City of San José, school districts, colleges, other governmental agencies, residents, businesses, and developers to guide future public and private investment in the Station Area Plan over a 25- to 30-year horizon. The purpose of the Station Area Plan is to establish a community-based vision to shape a vibrant transit hub. As property owners in the Station Area and the agency responsible for planning and constructing BART Silicon Valley Phase II, VTA is committed to working in partnership with the City of Santa Clara on this vision.

The Station Area includes land within approximately a one-half mile radius of the existing Caltrain/ACE station. Immediately adjacent to the Caltrain/ACE Station is the planned BART Phase II Santa Clara Station (at-grade) and the future BART Maintenance Facility (formerly the Newhall Railyard). The Santa Clara Station is also the end of the line for VTA's BART Phase II Extension. VTA's BART Silicon Valley Phase II Extension Project is a six-mile, four-station extension that will expand BART service from Berryessa/North San José through downtown San José to its terminus at the City of Santa Clara Station. Some key development projects already underway in the Station Area include Gateway Crossings (Hunter/Storm) at 1205 Coleman Avenue, mixed-use housing/retail at 575 Benton Street, and the Coleman Highline (the development’s parking structure is located in the City of Santa Clara). In addition, development projects are underway nearby in adjacent properties located within the City of San José’s jurisdiction.

In 2010, a Draft Station Area Plan was developed, but ultimately not adopted by City Council. Many new land use and transportation planning efforts have unfolded in the past decade in the City of Santa Clara, elsewhere in Santa Clara County, and across the Bay Area. A new Specific Plan is needed that incorporates these changes and the diverse voices and vision of Santa Clara residents and stakeholders.

In 2019, VTA developed a Transit-Oriented Communities Study or "Playbook" for the Santa Clara Station that was presented to the City Council, but not adopted. The existing conditions analysis and various technical appendices from the Playbook will be helpful for the preliminary tasks in this scope of work, including tasks 1 through 3.

The Station Area (“Station Area”) is located in Santa Clara, California (Figure 1). It is approximately

1.3 miles by 0.5 miles or 432 acres in size, encompassing about a one-half mile circular catchment area around the Station. However, the older Specific Plan from 2010, delineated a sphere of influence that included portions of land within the City of San José. The updated Plan scoped in this document, will only address land within the City of Santa Clara’s jurisdiction.

Much of the Station Area is currently zoned as Industrial. The Area's western edges border established neighborhoods, including the Old Quad in Santa Clara and the Newhall Neighborhood in San José, and Santa Clara University. The De La Cruz Boulevard overpass and San José International Airport form the northern and eastern boundaries. Interstate 880 (I-880) forms the southern border. The existing Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

Caltrain/ACE Station is located at the center of the Station Area. The pedestrian undercrossing constructed by VTA in 2017 connects the Caltrain/ACE platforms to the future BART Station Area and newly developed commercial and retail properties along Coleman Avenue near PayPal Park. VTA owns the future BART station area, maintenance facility, parking lot located east of Brokaw Road, and a portion of the existing Caltrain parking lot on the southwest side of the tracks (approximately 0.7 acres).

Construction of the BART station will commence in late 2024, with substantial construction completion in 2028. The start of revenue service is anticipated in 2030. The focus area boundaries per the General Plan is shown below in Figure 1.

Scope of Services
This section presents the scope of services, organized into 11 tasks. The selected Consultant may propose additional topics or recommended changes to the presented scope of services as part of their proposal response in Task 13 – Optional Tasks.

The contract for this Project will be procured and managed by VTA for FTA-compliance and grant administration purposes. However, the majority of day-to-day management of the Consultant will be conducted by the designated Project Manager at the City of Santa Clara. VTA will serve in an advisory capacity on project deliverables and processes, as well as participate in the Technical Advisory Committee. Implementing this Project will require inter-agency coordination and coordination across other Consultant teams involved in BART Phase II and other concurrent VTA efforts. Both City of Santa Clara and VTA staff will help coordinate and/or facilitate information sharing between consultant teams working on related/adjacent projects when necessary.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

Figure 1: Santa Clara Station Area Plan (City of Santa Clara, 2021) Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C 9111■1~ . r t iill lii c1ty1m1
Santa Clara Station Area Plan
(221 Station Area Plan
911'
0 0.175
~

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

Task 1: Project Initiation & Management

1.1: Kick-off Meeting and Site Visit
a. Preparation of materials for the kick-off meeting and site visit including meeting agenda, project protocols, a site visit map, and a meeting summary.
b. Refined Work Program, Schedule, and Budget Memo
c. Data and information request in the form of list of documents, drawings, reports, and GIS database that the team will need.

City responsibilities:
a. Kick-off meeting set-up, including meeting invitations to relevant City and VTA staff, securing meeting venue, and leading the site tour to provide the consultant team with relevant background information.

1.2: Project Management and Meetings
a. Monthly Meeting Attendance and Materials (up to 30 meetings total)  Agenda, project schedule, presentation materials and summary notes. b. Monthly Invoices with Progress Reports.

1.3: Community Engagement Strategy
 Establishment of a Technical Advisory Committee (TAC): Composition of the TAC will include staff of local jurisdictions and agencies. The TAC's focus will be to provide technical feedback at key milestones in the planning process. City Staff will establish and coordinate the TAC activities and identify specific participants. The WRT team will provide feedback on the TAC membership, facilitate and lead discussions, present technical materials, and take summary notes at TAC meetings. The proposed Work Plan assumes attendance at up to three (3) virtual TAC meetings.

Establishment of a Station Area Task Force (SATF): Composition of the SATF will include local representatives from community-based organizations, neighboring institutions and associations, and the general public. The focus of the SATF will be to receive project updates, review work progress and Plan specifics; discuss issues, vision, and direction; and provide input on the Project. City staff will work with the City Council to identify, nominate, and appoint members, and City staff will coordinate the SATF on an ongoing basis. See Task 2 for more details. Public Engagement: The WRT team will facilitate public outreach such as workshops, town halls, and open houses, and direct engagementsuch as pop-up workshops, Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

focus groups, or interviews with stakeholders and/or focus groups. The WRT engagement team will work with City staff to identify residents, businesses, property owners, relevant public agencies, community groups, neighborhood associations, nonprofits, and faith-based organizations for outreach. Meetings will emphasize working with community members where they already are and will be held in English and Spanish as needed. Community meetings will be held at convenient locations to facilitate the participation of a representative cross-section of residents from different neighborhoods and demographics. Winter Consulting will prepare a list of community stakeholders to conduct in-depth interviews. Their ability to capture and synthesize valuable input from stakeholder interviews enables the team to help guide the strategy of the outreach plan and provide an early indicator of how the planning process will be received. By integrating listening sessions in one-on-one and focus group formats, we will ensure that we are made aware of community sentiments and sensitivities on current conditions, general perceptions on the planning process, and ideas for how to align the Specific Plan with community goals. These interviews will not only inform, frame, and guide this planning effort and its associated engagement strategies, it will also strengthen the City’s image in the eyes of the community and create the groundwork for stronger working partnerships for future initiatives.

The proposed Work Plan assumes:
o Three (3) public workshops (2 in-person, 1 virtual)
o Two (2) open houses (in-person)..
o One vision charette with the TAC (Task 5.1) (in-person) o Stakeholder interviews (Task 5.1) (virtual)
 Planning Commission Hearings / City Council Study Sessions: Over the course of the Project, the Consultant will prepare presentations of draft project materials for o Up to Three (3) Planning Commission meetings (Task 12), o Three (3) City Council hearings and study sessions (Task 12),  Online/Virtual Engagement Tools: The WRT team will work with City staff to determine online engagement tools such as interactive maps, graphics, and surveys, that best fit the community needs, to expand community outreach to a diverse population, providing virtual options that are fully accessible in parallel with any in-person activities.  Past/Concurrent Engagement Efforts: The WRT team will draw from past engagement efforts from VTA’s Playbook for the Santa Clara Station (2019), available from vta.org >> About >> Business Center >> Transit-Oriented Development (View Program), which included several community workshops. In addition, the BART Silicon Valley Phase II Project engages quarterly with a Community Working Group comprised of stakeholders in Santa Clara, including representatives from community-based organizations, small business owners, and Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

local educational institutions.

Task 1.3 Deliverables:
a. Draft Community Engagement Strategy & Schedule Memorandum.  Strategy based on: City, field observation, kick-off meeting, schedule, VTA Playbook  Draw from VTA Playbook process and workshops.
 Virtual and hybrid engagement options.
 Identify needed translation services and languages needed. b. Final Community Engagement Strategy & Schedule Memorandum.

City/VTA Responsibilities:
a. Translation services: Once the Engagement strategy is finalized with City staff and VTA, the level of translation services will be determined. The translation services may include translation for some or all of these items – outreach materials, project website, workshop materials, simultaneous translation at community workshops, etc.

1.4: Project Identity and Public Information Website
Task 1.4 Deliverables:
a. Logo & Color Palette (up to 2 revisions).
b. Public Information & Website Content (up to 2 revisions).  Information & Content: Project schedule, and relevant maps, photos and graphics.  Website Development: Website design and content up to 2 revisions prior to launch.  Website Updates: Updated announcements, calendar, and library of resources.

City/VTA Responsibilities
a. Review and feedback on project identity materials, and website design concept b. Setting up the project webpage on City and VTA websites c. Developing written content for project description, purpose, goals, intended outcomes and calendar of events.
d. On-going updates and maintenance to project webpage.

Task 2: Community Task Force Engagement
This task is dedicated to SATF meetings. WRT will define how and when the SATF intersects with the planning process. We will act as the facilitator for each of the task force meetings and lead discussions, and present technical materials. The Work Plan assumes up to fifteen (15) SATF meetings to occur at key project milestones. WRT will discuss with City and VTA to identify which of these meetings can be combined with other groups such as Bike and Pedestrian Advisory Committee, Downtown Task Force, and TAC; when practical and relevant in the process, to streamline the workflow and gain efficiencies in Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

schedule and budget. WRT will meet with the SATF in person at select key meetings in the process and facilitate others virtually. WRT will work with City and VTA to identify the key SATF meetings for inperson facilitation.

2.1: Station Area Task Force Meetings and Materials
Task 2.1 Deliverables:
a. Materials (presentations and handouts of technical materials as needed) for up to fifteen (15) meetings (some in-person and some virtual)
City/VTA Responsibilities
a. Outreach and selection of Taskforce members
b. Scheduling SATF meetings
c. Providing meeting agenda and meeting minutes
Task 3: Existing Conditions Analysis
WRT will develop a base map template with City input and review. The base map will establish a uniform style, legend, and title block for all project maps. The set of base maps will be developed using information available from City staff and VTA in the form of CAD drawings, GIS data and editable PDFs.

3.1: Base Map Development
 Base map template at site scale with project boundary, streets, parcels, graphic scale, north arrow, font styles and color palette for City’s GIS specialist to prepare maps.  Coordination with City’s GIS specialist
City/VTA Responsibilities
 City staff will provide relevant background documents for review.  City staff will provide editable files of maps and diagrams produced for VTA Playbook.  City’s GIS specialist will prepare existing conditions maps to include, but not limited to:

3.2: Existing Conditions & Considerations Report
 Existing land use (inventory of housing, including affordable housing, jobs, parks (miniparks, neighborhood parks and community recreation facilities, including Level of Service data capacities/age/conditions and parks per 1,000 residents), neighborhood amenities/retail, community facilities, social services, and schools/playgrounds) and physical characteristics.
 A “opportunity sites” assessment mapping sites where existing uses appear to be stable in the long term and sites where infill development is more likely to occur. The assessment will be based in part on existing floor area ratio and County Assessor’s valuation. information.  Population, households, age, ethnicity, language, place of birth and residence, disability, income, and poverty status. (Source from US Census 2020) Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

 Property ownership (Source County Assessor's Office)
 Employment (number of jobs by wage/salary an occupation); (Source: US Census)  Fiscal analyses regarding existing property tax, employment tax, sales tax data, and these contributions to the City’s General Fund (Source from City of Santa Clara)  Existing affordable housing (including existing restricted and unrestricted affordable housing sites) (Source: Playbooks)
 Historic structures and places and historical background of the Station Area (Source:

Playbooks)
 Existing/proposed public transportation (including stations, stop locations, and frequencies), roadway facilities, and bicycle and pedestrian facilities and routes (Source from Playbooks)  Transportation and Mobility Analysis: the WRT team will establish the existing context including multimodal infrastructure, usage data and policies. Much of the existing conditions data were compiled for the previous projects. We will review and update as appropriate.

These will include (Source from Playbooks)
o Review of existing City of Santa Clara, VTA reports and BART Silicon Valley Extension Project Phase II EIR and preliminary design.
o Existing/proposed transportation systems, including:
- Public transportation – Existing Caltrain/Capital Corridor/ACE services and proposed BART Santa Clara station location and access, alignment, and parking facility; VTA and other bus stop locations. Service hours, headways, and ridership by route for all public transportation systems.
- Roadways – Arterial and collector roads, cross-sections, and volumes - Active transportation systems - bicycle and pedestrian facilities and routes, and volumes
o System performance (Source from VTA):
- Multimodal traffic volumes
- Mode shares
- Vehicle ownership rates, by household (Source from US Census) - Transit ridership and demand
 Assessment of existing station access, including activity centersthat can be accessed within a 10–15-minute bike ride, walk, or bus ride. This analysis will be based on travel paths, not just distance, and will address qualitative aspects of active transportation routes.  Forecasted BART station ridership (Source from VTA).
 Safety data, including SWITRS and the City’s collision data (Source: City Santa Clara).  Mapping of existing infrastructure utilities (water, recycled water, sewer, Silicon Valley Power (electric), PG&E (gas), recycled water lines and easements), communication lines, and assessment of infrastructure needs consistent with General Plan requirements. The WRT team will review existing utility reports, as-built plans, GIS data and survey information (provided by City staff and utility providers) to assess and update the existing drainage and wet/dry Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

utility systems including domestic and recycled water, sanitary sewer, natural gas, electrical power, and telecommunications (Source: City of Santa Clara)  Impacts of Drought and water shortage actions and emphasis on need for conservation and recycled water use (Source: City of Santa Clara or Valley Water District)  Environmental contamination inquiry, given that the Station Area includes light industrial land uses; and
 Natural hazards data.

Task 3.2 Deliverables:
 Draft Existing Conditions Report
 Final Existing Conditions Report
City/VTA Responsibilities
 City staff and VTA will provide relevant data and drawings as GIS shapefiles and map packages, AutoCAD drawings, spreadsheets, graphs and charts as relevant.

Task 4: Opportunities, Constraints, and Economic Analysis

4.1: Economic and Financial Analysis
Strategic Economics will analyze potential market demand for housing, commercial, office, and mixeduse development in the Station Area. This analysis will touch on the following:
 Long-term citywide industry and employment trends.
 Current real estate market conditions.
 Affordable housing creation and incentives.
 Small business retention, support, and opportunity creation.  Recently built, planned, and proposed competitive projects within the appropriate market or trade area.
 Citywide retail sales, hotel, and restaurant/entertainment trends, including a post-COVID retail analysis.
 Fiscal analysis of proposed uses and added City service and capital costs to support new residents and/or businesses planned for in the Specific Plan. Analysis should provide a citywide context given recent industrial conversions, for fiscal tradeoffs for potential proposed residential or employment uses in the Specific Plan; and Strategic Economics will review the planned development program for the Station Area against real estate market conditions and trends in the larger surrounding market area. In addition, they will craft recommendations on the type, amount, and density needed to make it feasible to achieve the development program and support infrastructure needs. The design team will then assess the Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

potential competitiveness and the economic challenges to creatin the desired development pattern.

Based on the analysis and findings from this subtask, the WRT team will develop a recommended strategy that the City can use to overcome identified challenges and create transit-supportive land uses around the Santa Clara Station.

Task 4.1 Deliverables:
 Draft Economic and Financial Analysis Report
 Final Economic and Financial Analysis Report

4.2: Community Workshop #1 – Identifying Opportunities and Constraints (In-person) WRT will facilitate an in-person interactive and collaborative community workshop.

This first community workshop will be an opportunity for the project team to inform the community about the project scope, timeline, and stakeholder and community engagement plan so that the community understands the ways in which they can stay engaged with the project to provide ongoing input and during critical project milestones.

The first workshop will focus on presenting existing conditions analysis and background research, gather community input on their vision for the station area, goals, and guiding principles, what and where are these opportunities for improvements in Station Area, and what are the barriers to improvements. Feedback from this workshop will bring to light key issues to be addressed in the process.

Task 4.2 Deliverables:
 Draft and Final workshop materials and facilitation
o Presentation Materials & PowerPoint (draft & final).

City/VTA Responsibilities: include the logistics and planning of the community workshops such as;  Securing a venue
 Securing translation services for simultaneous translation at the workshop and translation of presentation materials
 Providing refreshments and childcare at the events, as feasible  Providing childcare at the event
 Noticing and outreach for all community workshops through print and social media, and other methods to ensure outreach to hard -to-reach segments of the community.  Sign-in sheets
 Preparation of the meeting agenda
 Preparation of Workshop summary

4.3: Setting, Opportunities, and Constraints Summary
Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

Drawing upon the work conducted in prior Task 3 subtasks, the WRT team will prepare a summary of key findings and opportunities in the Station Area. The Summary will be user-friendly and highly visual to facilitate informed discussions about project vision and goals with stakeholders. The Summary will include narrative, mapping, site photographs, and other visual aids necessary to present the setting, constraints, and opportunities to consider. We will build upon prior analysis, such as VTA’s Playbook, the City’s General Plan EIR, and the Draft 2010 Station Area Plan (not adopted). Topics covered will include:
 Land use programming, opportunity sites where change is more likely to occur, community character and placemaking, and the Station Area’s relationship with downtown and Santa Clara University.
 Public realm and open space systems connecting neighborhoods and districts within the station area, and outside.
 Transportation + mobility + connectivity: CHS will summarize the transportation materials presented and transportation constraints and opportunities identified during the first workshop.

CHS will perform one multimodal audit to identify gaps in the system within the Specific Plan area. The opportunities and constraints effort will include:
o Regional connections – to intercity and high-speed rail (HSR) corridors. o Local Connections – to Downtown Santa Clara and El Camino Corridor and within the Specific Plan project site.
o Assessment of multimodal infrastructure, and documentation of gaps in existing infrastructure/network.
o Assessment of existing station access, including activity centers that can be accessed within a 10–15-minute bike ride, walk, or bus ride. CHS o Existing/proposed public transportation (including stations, stop locations, and frequencies), roadway facilities and bicycle and pedestrian facilities and routes. o Parking + TDM policies – assessment of potential strategies to reduce VMT and parking demand in the station area.

CHS will review available data sets to understand and assess:
o Multimodal traffic volumes and mode shares (i.e., vehicle, bicycle and pedestrian, travel mode to work, travel and circulation patterns).
o Transit ridership data and demand including future BART station ridership. o Vehicle ownership rates, by household.
o Safety data, including SWITRS and the City’s collision data; CHS o Parking supply and utilization by using NearMap aerial imagery.  District water and energy sustainability, and infrastructure: The project’s water and energy systems require a forward-thinking plan blending short-term efficiency with long-term flexibility to support decarbonization, net-positive goals, and system-wide resiliency. Arup will Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

contextualize the project’s water and energy goals, constraints and opportunities while establishing criteria for measuring the performance of the various strategies to be explored in Task 6.
 Team Design Charrette: WRT will lead an internal design charrette with its consultant team partners to clarify issues, assets, opportunities, and constraints, and begin to brainstorm a preliminary vision. The internal charrette will capitalize on consultants’ expertise across disciplines and will feature our team’s Design Think Tank for expert perspectives for specific land uses and issue areas.

Task 4.3 Deliverables:
 Team design charrette
 Draft Setting, Opportunities, and Constraints Summary  Final Setting, Opportunities, and Constraints Summary Task 5: Vision Plan
The WRT team will develop a Vision Plan that presents a cohesive and compelling vision of the Station Area for the next 25- to 30-years. This document will convey the City's desired future for the Station Area to key decision-makers, business and property owners, transit operators, employers, and the development community. We will develop a Vision Framework which may include a circulation framework, public realm and open space framework, development framework, and economic framework; to ensure a holistically designed community.

5.1: Vision Charette and Stakeholder Interviews
The WRT team will host a series of stakeholder interviews culminating in a vision charette to develop a clear picture of the perspectives of stakeholders, businesses, and property owners in the Station Area.

The purpose of these efforts is to build a clear and collaborative picture of how key stakeholders view the existing Station Area and their hopes for its future. WRT will plan for up to eight (8) stakeholder focus group interviews.

At the conclusion of the interviews, WRT will build upon the findings from the focus groups to design and implement an interactive vision charette. The charette's purpose will be to develop and refine an overarching vision for the Station Area and identify key urban design attributes such as the character of the public realm including streets, character of the buildings, mix of uses, programming, aspired experiences, identity, and other attributes stakeholders would like to see around the Station Area.

City and VTA Staff will assist the WRT team in developing and refining the proposed list of stakeholders.

In-person Vision Charrette: The WRT Team will lead and facilitate a vision charrette with the stakeholders, City and VTA staff, and consultant team members develop overarching vision for the Station Area, and identify key urban design attributes such as the design character of Area districts, the Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

character of the public realm including streets, and other key attributes. We are envisioning a 6-hour inperson format for a collaborative process between the stakeholders and the consultant team, but we will adapt the format to be a virtual only or hybrid meeting if that is desired by the City and VTA. City and VTA staff are invited to be direct participants or observers. The Charrette may begin with a brief presentation for framing information such as key site conditions, opportunities and constraints, stakeholder interviews summary, and land use targets/aspirations contained in VTA’s Playbook, the City’s General Plan, and the Draft 2010 Station Area Plan, , and . Following that, consultant team members, City staff, VTA staff and other stakeholders can work in small groups facilitated by consultant team members to discuss issues such as: district types and urban form, street-level activation, access/connectivity and roadway design, systems for resiliency, etc. Finally, the charrette outcomes will be reported out for discussion and documented as sketches, notes, and diagrams. The Summary Memorandum will highlight key themes expressed by participants of the focus groups and charette; and will be accompanied by a visual and written record of Vision Charrette results.

Task 5.1 Deliverables:
 Stakeholder interviews/focus groups (up to 8) and interactive vision charette o Preparation of interview questionnaire, base maps, graphics, and presentation for the vision charrette.

City/VTA Responsibilities:
 Draft Stakeholder Vision Summary Memorandum
 Final Stakeholder Vision Summary Memorandum
 Stakeholder coordination to schedule the interviews and charrette  Sending meeting invitations
 Securing venue for the charrette

5.2: Community Workshop #2 – Vision & Ideation (in-person) WRT will facilitate an interactive and collaborative (in-person) community workshop to refine the Vision for the Station Area and explore preliminary concepts. In collaboration with City Staff, WRT will present the Draft Vision and Goals from Task 3 4.3 for discussion with residents and other interested community members, such as those who commute or work in Santa Clara. The project team will have an opportunity to confirm the Vision and Goals with the larger community.

WRT will lead a hands-on interactive working session with community members in small break-out groups using interactive tools such as a scaled map of the Plan Area and scaled pieces representing different uses and programs. The objective of this exercise is to explore ideas for realizing the vision while navigating trade-offs needed to achieve it. Each group will report back highlights of their concepts.

Task 5.2 Deliverables:
 Draft and Final Workshop Materials (presentations, boards, etc.) Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

City/VTA Responsibilities: include the logistics and planning of the community workshops such as:
 Securing a venue
 Securing translation services for simultaneous translation at the workshop and translation of presentation materials
 Providing refreshments and childcare at the events, as feasible  Noticing and outreach for all community workshops through print and social media, and other methods to ensure outreach to hard -to-reach segments of the community.  Sign-in sheets
 Preparation of the meeting agenda
 Preparation of Workshop summary

5.3: TAC Meeting #1 – Vision (virtual)
WRT will host an introductory TAC meeting to gather feedback on and refine the Vision and Goals for the Station Area (Task 4.1). Discussion will touch upon the Station Area Specific Plan's interconnectivity with adjacent/concurrent comprehensive plans currently underway in Santa Clara, including the Downtown Precise Plan. WRT will prepare meeting agendas and materials for review by City Staff in advance of the meeting.

Task 5.3 Deliverables:
a. Draft and Final TAC Meeting Materials (presentation, etc.) b. Meeting facilitation
City/VTA Responsibilities: include the logistics and planning of the community workshops such as:
 Scheduling the TAC and SATF meeting
 Sending meeting invitations to all members
 Securing meeting venue
 Preparing an agenda, sign-in sheets, and Meeting summary

5.4: Vision Plan
Drawing upon findings from Task 4 subtasks, the WRT team will develop a Vision Plan for the Station Area. The Vision Plan will present a vision and guiding principles and concepts, diagrams, visualizations, maps, and other visual aids to communicate this vision. The Vision Plan will be informed by the feedback received during the Stakeholder Vision Charrette, TAC Meeting 1 focused on Vision and Goals, and Community Workshop 2. Specific topic areas to be touched upon may include mobility and connectivity, land use, community amenities, infrastructure concepts (including green stormwater infrastructure), water conservation, and open space. WRT will submit one draft Vision Plan Memorandum and will finalize the Vision Plan based on City staff comments. The Vision Plan will serve as the framework for Alternatives developed in Task 6.

Task 5.4 Deliverables:
a. Draft Vision Plan Memorandum
Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

b. Final Vision Plan Memorandum
Task 6: Alternatives Development

6.1: Plan Alternatives and Concept Study
Based on the outcomes from prior tasks, especially the community and stakeholder engagement in Task 4, WRT will develop up to three Plan Alternatives. These Alternatives will encapsulate three distinct options for the future of the Station Area over a 25- to 30-year horizon. The Draft Alternatives will include descriptions and illustrations of variations in development intensities, urban design, land use plan, multi-modal circulation and connectivity, transit, park facilities, community facilities, and site design concepts. WRT will lead the alternatives development process to include site feasibility testing, development scenarios at different intensities informed by market analysis, and public realm concepts.

Design studies will present alternative direction at scale of representative blocks and the entire site.

Maps, tables, and other visual tools will be incorporated as needed to present the alternatives in a highly graphical and easy-to-comprehend manner. WRT will conduct a comparative analysis of each alternative, highlighting each option's relative strengths and weaknesses. The alternatives will also be evaluated against the project goals, principles, and vision developed as part of Task 4. Circulation concepts to improve multimodal connectivity, including creating new roadways, pedestrian facilities, and bike routes to enhance connectivity to, from, and through the Station Area, are of critical importance, given the limited street network in industrial areas and grade-crossing locations along the existing JPB right-of-way. The new mixed-use development projects and the BART Phase II Station coming into the area over the next decade will present increased multimodal transportation demand in the Station Area.

CHS Consulting will lead the circulation and mobility aspect and estimate project trip generation for up to three scenarios and use this to guide the development of alternative land use plans and assess gaps and opportunities.

The key transportation challenges for the Specific Plan area are:

1. Overcoming the barriers of at-grade railroad tracks for all transportation modes.

2. Safe pedestrian and bicycle crossing on El Camino Real.

3. A complete roadway network for parcels on both sides of the railroad tracks.

Building upon the community feedback, prior planning studies (e.g., TOC), and VTA, County, and city policy documents, CHS will develop circulation concepts for each mode of access that is fully integrated with the unique opportunity of the project site with major rail transit stations (Caltrain and BART) and VTA buses, as well as proposed land uses in the project area. CHS will also pay special attention to the proposed BART parking garage, and how this can be integrated into the project site.

Key transportation options would include:
 First/last mile connections – CHS will develop convenient and safe first and last mile connections for bicycles, pedestrians, and transit/micro-mobility systems; and will evaluate Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

viable connections not only to the parcels within the Specific Plan area, but also to Santa Clara Downtown and Civic Center, and Santa Clara University.
 New roadways – CHS will assess the need for an additional E-W roadway connection to make the east side more connected with the City of Santa Clara across modes including bike, pedestrians, and micro-mobility vehicles. In addition, CHS will examine the potential for new roadways to increase TOD development connectivity.
 Pedestrian and bicycle access – A key to successful TOD and multi-modal rail station design is safe and convenient pedestrian and bicycle access. This will include pedestrian and bicycle access between the east and west side of the tracks, to and from both Caltrain and BART stations, and safe crossing of El Camino Real and Coleman Avenue.  Roadway cross-sections – CHS will develop multi-modal roadway cross-sections and design concepts for all roadways in the project area, such as to enhance pedestrian environments that cross and run along El Camino Real. In light of El Camino Real’s importance to the success of the Station Area, the WRT team can develop a complete set of design schematics in plan and cross section, which would be accompanied by analysis of traffic geometries and utilities’ locations, a tailored palette of streetlight and landscape elements, and coordination with Caltrans and City departments.
 Curb management – CHS will develop a set of policies for curb-management, especially those near Caltrain and BART Stations, and where ground-floor commercial is anticipated. This could include passenger drop off arrangements for shared-mobility vehicles and corporate shuttle buses for Caltrain and enhancements to BART access informed by review of BART Silicon Valley Phase II.
 TDM and innovative parking management strategies – Transportation Demand Management strategies and parking management strategies must be an integral part of the TOD development.

CHS will develop both TDM and parking management strategies that are suitable for TOD development, such as reduced parking supply, a potential for a Transportation Management Association to manage TDM program.

To determine the existing conditions and assess alternatives, CHS will collect and compile available traffic counts, bicycle and pedestrian volume data at up to 40 intersections along major corridors (e.g., El Camino Real, Coleman Avenue, The Alameda, etc.). CHS will use performance-based metrics (e.g., levels of stress for bicycles and pedestrians, VMT changes, intersection LOS and delays) to inform the alternatives. CHS will consider potential improvements for bicycle and pedestrian facilities, signal optimization, lane geometry changes for the assessment of alternatives. The options above will be evaluated on how they can be best integrated with the proposed land uses and how they can maximize the benefits of major transit investments in the Station Area.

Arup will develop a performance-based evaluation of district water and energy strategies (e.g., district thermal, microgrid, onsite wastewater recycling) against up to three development program options to Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

identify technical, spatial, and financial feasibility. Strategies will be measured against the performance criteria established in Task 4 and prioritized for selection in the Preferred Alternative.

Task 6.1 Deliverables:
a. Plan Alternatives – up to three (3)
b. Draft Concept Alternatives Memorandum
c. Final Concept Alternatives Memorandum

6.2: Community Workshop #3: Preferred Alternative Selection (virtual) WRT will facilitate a third community workshop, conducted virtually, to gather feedback on the three Plan Alternatives from Task 5.1. Input gathered at this meeting, and the TAC meeting (Task 5.3) will be used by the WRT team to refine and select the Preferred Alternative. WRT will prepare draft and final workshop materials for review by City Staff in advance of the meeting.

Task 6.2 Deliverables:
a. Draft and Final Workshop Materials
City/VTA Responsibilities:
 Securing a venue
 Securing translation services for simultaneous translation at the workshop and translation of presentation materials
 Providing refreshments and childcare at the events, as feasible. Noticing and outreach for all community workshops through print and social media, and other methods to ensure outreach to hard -to-reach segments of the community.
 Sign-in sheets
 Preparation of Workshop summary

6.3: TAC Meeting #2 (Alternatives)
WRT will facilitate a second TAC meeting combined with the SATF to gather feedback on the three Plan Alternatives from Task 5.1. Similar to the previous subtask, input gathered at this meeting will be used by the WRT team to refine and select the Preferred Alternative.

Task 6.3 Deliverables:
a. Draft and Final meeting materials
City/VTA Responsibilities: include the logistics and planning of the community workshops such as:
 Scheduling the TAC and SATF meeting
 Sending meeting invitations to all members
 Securing meeting venue
 Preparing an agenda, sign-in sheets, and meeting summary Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

6.4: Preferred Alternative
Following Tasks 5.1 -5.3, the WRT team will facilitate a work session with City Staff to review input received on the Plan Alternatives from the TAC and the community and select a Preferred Alternative.

In consultation with staff, we will identify any needed changes to the Preferred Alternative. We will also use this work session to confirm direction on the Urban Design, Streetscape and Open Space Standards (Task 6.5). Specific analysis and group discussion on multimodal circulation, reducing vehicular traffic, and leveraging shared parking strategies will be required for this subtask. The results of the work session and direction/next steps on the Preferred Alternative will be summarized in a brief memorandum.

Task 6.4 Deliverables:
a. Draft and Final Internal Work Session Materials
b. Draft and Final Work Session & Preferred Alternative Summary Memorandum

6.5: Urban Design, Streetscape, and Open Space Standards The Consultant will prepare a set of design standards that present a clear and cohesive vision for future public and private improvements in the Station Area. The standards will lean heavily on visual renderings, sketches, and images to convey the desired outcomes and requirements. The WRT Team will prepare a new zoning district(s) which codifies these architectural, setback, and height standards.

Consultant assumes that should a form-based code be desired, it would be funded and developed by a separate implementation action.

Clear guidance and illustrative examples will be included for the following topics:
 Urban Design and Architecture, including specific direction on height, massing, façade articulation, setbacks, and other considerations to meet the desired architectural standards for the Station Area. WRT lead the development of Urban Design, Streetscape and Open Space Standards. Design Think Tank members will provide guidance for use and building types within their areas of expertise. Based on the analysis of existing regulations in Task 3.2, and on the public realm, infrastructure and private development typologies identified in the Preferred Alternative, we will prepare a memorandum identifying the key topics that a robust set of objective urban design and development standards must address to successfully implement the community’s vision for the Station Area. Based on extensive experience in preparing standards for plans of this type. We will submit this memo for City review and conduct a workshop meeting to discuss how best to organize the standards within the Specific Plan, and potentially also in the Municipal Code. We anticipate that the standards will need to address, at a minimum:
o Standards for block formation, to extend a network of multi-modal streets and pedestrian ways into the existing mega block subdivision pattern.
o Standards for a range of street and pedestrian way types, and procedures for systematically implementing them across multiple property ownerships.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

o Standards for public and private frontages, to ensure a strong pedestrian-orientation for all new development and safe, comfortable pedestrian access along all frontages throughout the day and evening.
o Standards for the massing and façade organization of new buildings, so that they clearly define the public spaces of the station area. We anticipate that these would be similar in technique – if not in design outcomes – to those of the Downtown Precise Plan. o Standards for building use and parking, with an emphasis on flexible building use and shared parking arrangements.
o Standards for signage, including private development and public wayfinding. o To retain local control of new development, the Standards would be objective and quantitative to the greatest extent practicable, while still providing appropriate degrees of flexibility of form and use to meet the market over time.  Utility and Infrastructure Planning, including typical sections with standard utility placement of dry and wet utilities and standard frontage placement of appurtenances, trees and streetscape amenities.
 Streetscape and circulation with an emphasis on new roadways/paths leading to and from the Station Area (both Caltrain/ACE and the future BART Phase II Station), including Sustainable/Complete Streets. CHS will work with WRT team to design new connections serving the station area with an emphasis on safe and convenient access for pedestrians and bicycles. CHS will draw relevant best practices from complete streets and multimodal access design guidelines adopted by VTA, BART, and City of San Jose.  Open/Shared Spaces, including a focus on shared public spaces at/near the Station and the interface of private developments with the public realm. The City has a standard for park plan dedication, which states that 2.6 to 3 acres of new parkland should be provided for every 1,000 new residents. Recent specific plans have not accomplished this and have instead acknowledged publicly-accessible open space on private land.
 Arup will produce a set of typical green infrastructure details (e.g., bio-retention, detention facility, etc.) for assignment to various land use types (e.g., roadway, commercial, parks, etc.).

Task 6.5 Deliverables:
a. Draft Design Standards and Zoning Districts.
b. Revised Draft Design Standards and Zoning Districts
Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

Task 7: Draft Station Area Plan
The Specific Plan will serve as the City's long-range, comprehensive land use and circulation plan for guiding development around the Santa Clara Station. The Consultant team will create the Draft Specific Plan based on the results of prior tasks and the community engagement process. The Consultant will finalize the Draft Specific Plan Chapters based on City staff comments.

The WRT team will develop a template for the Draft Specific Plan document in Adobe InDesign or comparable layout program. Each chapter will identify principles for the given topic supported by goals, policies, standards, and guidelines as appropriate, including objective design standards. The Draft Plan will include supporting graphics, maps, and images that support the narrative.

At a minimum, the Specific Plan will include the following chapters:
 Introduction
 Vision and Guiding Principles
 Goals and Policies: Building upon the existing policy document of the City and VTA, as well as work done for the TOC, the WRT team will draft policy recommendations for land use, transportation, circulation and parking, public and private open space, private development, infrastructure, and sustainable development.
 Land Use Plan: Description of land use designations, including number of residential units, square footage of non-residential uses, mixed use, and employment generating land uses.  Circulation and Parking: Description of the circulation and parking elements of the preferred alternative detailing how each mode of access will be accommodated to and from the Station Area and how the new roadways and paths will link the areas beyond the Station Area. The parking element will describe the proposed parking supply, anticipated demand, shared parking arrangement, and operation of parking facilities.
 Implementation and Financing Plan: Identifies actions and strategies for Plan implementation, along with completion date estimates, phasing, and cost estimates. Financing plan strategies will be recommended for planned infrastructure improvements and costs.  Public Services: Includes information about services and infrastructure needed to implement the updated Plan. This should include specific policies regarding utilities, public safety, parks, educational facilities, libraries, and cultural facilities.  Urban Design Guidelines and Objective Standards (Building, Open Space, Streetscape/Public Realm): The draft regulations and Zoning Amendments will address land use regulations, including uses and objective design standards. The regulations and Zoning Amendments will be written in a user-friendly format that fits within the format of the City’s existing regulatory framework.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

 General Plan consistency. While not called out in RFP, WRT will provide cursory review of General Plan and identify potential inconsistencies with Specific Plan, if any.

Task 7.1 Deliverables:
a. Administrative Draft Station Area Specific Plan
 One (1) Microsoft Word copy of the Plan (text only)
 One (1) Adobe InDesign template for the Plan document  One (1) Adobe InDesign copy of the Plan
 All electronic source files used to create the document.  All supplementary electronic files to the report

7.2: Community Open House #1 (in-person) and TAC Meeting #3 (virtual) WRT will prepare up to six exhibition boards for the Community Open House hosted by City and VTA. This Open House will be focused on summarizing the key components of the Draft Specific Plan for the community to review and provide feedback. WRT will facilitate a virtual TAC meeting to present key components of the Specific Plan and gather feedback.

Task 7.2 Deliverables:
a. Draft and Final Open House materials
b. Draft and Final TAC meeting materials (presentations, etc.) c. Facilitate virtual TAC meeting.

City/VTA Responsibilities:
 Conduct outreach and publicity of the Open House to invite community and stakeholders to the event.
 Set-up the Open House
 Facilitate the Open House.
 Prepare Open House Summary
 Sign-in sheets
 Refreshments and childcare at the events, as feasible  Schedule and convene the TAC meetings.
 Prepare agenda and meeting notes for the TAC meeting.

Task 8: Transportation Impact and Parking Analysis

8.1: Transportation Impact Analysis (TIA)
The purpose of the traffic impact analysis (TIA) is to satisfy the requirements of the City of Santa Clara and the Congestion Management (CMP) of the Santa Clara Valley Transportation Authority (VTA) and the California Environmental Quality Act (CEQA). Per the requirements of Senate Bill 743, on June 23, 2020, the City of Santa Clara established a new Transportation Analysis Policy to establish the City of Santa Clara’s land use and transportation project requirements for evaluating Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

transportation impacts under CEQA using a Vehicle Miles Traveled (VMT) methodology, including baselines, thresholds, as well as criteria for exempting certain types of projects from VMT analysis.

The policy also formalizes the Transportation Operational Analysis (TOA) requirement outside of CEQA. A Transportation Analysis Guideline Manual is being prepared which will include how to conduct a VMT analysis and a TOA for projects within Santa Clara. CHS Consulting will analyze VMT and Traffic Level of Service (LOS) impacts for the preferred alternative in accordance with the City’s Transportation Analysis Policy. CHS will conduct the transportation analysis to satisfy the requirements of the CMP and CEQA. CHS will generally follow the VTA’s Transportation Impact Analysis Guide for the CMP analysis and the City of Santa Clara’s Transportation Analysis Policy for CEQA.

VMT Analysis
When the draft land use plan is developed, CHS will analyze whether a detailed VMT analysis is required. If a VMT analysis is required, CHS will use the City of Santa Clara’s travel demand model to analyze the projected total per capita/employee VMT under the preferred alternative.

LOS Analysis
1) Trip Generation and Assignment – CHS will turn the project data (e.g., square footage by land use) into employment/population projections for project TAZs and run the travel demand model for with and without project’ scenario to determine the amount of vehicle traffic added to the roadway system by the station area development.
2) Identify Study Intersections – Based on the model outputs from Task 1, CHS will identify intersections where 10+ vehicle trips will be added per lane. 3) Data Collection – CHS will collect AM/PM traffic counts at up to 20 intersections (the exact number of intersections to be determined based on Step #2) 4) LOS Analysis – CHS will analyze LOS at study intersections for 5 scenarios. o Existing: CHS will use the existing volumes obtained from existing/new traffic counts o Background: City of Santa Clara will provide a list of approved projects to be included in the Background condition. CHS will convert the approved project data (e.g., square footage by land use) into employment/population projections and run the model with and without approved projects. CHS will develop Background volumes by adding the trips generated from approved projects onto the existing volumes. o Background + Project: CHS will run the model including the specific plan development and use the model outputs (Background vs. Background + Project) to determine netadded project trips at study intersections and overlay them on top of the Background volumes.
o Cumulative: CHS will estimate the change in 2018 and 2050 model outputs and apply the difference to the existing to develop Cumulative condition volumes.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

o Cumulative + Project: CHS will run the model including the specific plan development and use model outputs (Cumulative vs. Cumulative + Project) to determine net-added project trips at study intersections and overlay them on top of the Cumulative volumes. 5) Report – CHS will summarize the analysis results and respond to 2 rounds of comments.

The budget assumes data collection and LOS analysis for 20 intersections and 5 scenarios. If a need for analyzing more than 20 intersections is determined based on the preferred land use alternative, additional budget will be needed to complete the analysis.

AGENCY assumes that City Staff will facilitate outreach and coordination to the San José Department of Transportation to confirm their TIA guidelines/requirements for any shared intersections/roadways in the Station Area. Any physical roadway capacity improvements will take into consideration Complete Streets and safety principles. The memorandum for this subtask will be combined with subtask 7.2. Suggested physical capacity or signaling improvements should be reflected/documented in Task 8.1.

Task 8.1 Deliverables:
a. Admin Draft Transportation Impact Analysis and Parking Demand Management Memorandum b. Draft Transportation Impact Analysis and Parking Demand Management Memorandum c. Final Transportation Impact Analysis and Parking Demand Management Memorandum City/VTA Responsibilities:
 Outreach and coordination with the Santa Clara Department of Public Works.  Providing the consultant team with City’s existing traffic model to use for conducting analysis.

8.2: Parking Analysis
This subtask will also include a parking demand management analysis consistent with the preferred alternative and overall plan vision. CHS will establish a cumulative parking demand and identify demand management strategies to implement the preferred plan. The analysis will utilize ULI shared parking strategies and ITE methodologies. Coordination with the VTA BART Phase II Team and other transit providers at the Santa Clara Station will be necessary to reflect park-and-ride trips into the demand analysis. The analysis will also quantify the parking demand reduction expected due to proximity to high quality transit service and the proposed mix of land uses. CHS will integrate strategies to manage curb management and on-street parking facilities into the larger parking strategy.

Furthermore, CHS will provide a high-level analysis of potential reductions in parking demand from increased use of rideshare and reduced auto-ownership among growing segments of the population.

CHS will also develop recommended changes to the City’s adopted parking standards, including shared parking considerations. The TIA and parking analysis will be documented in a summary memorandum with any associated technical appendices. CHS will estimate a parking demand forecast based on estimated land uses of the Specific Plan program and the person trips by mode in the station Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

area. CHS will estimate the parking accumulation during the peak day and consider a district shared parking management and TDM strategy. CHS will summarize the parking analysis methodology, results, and recommendations in a technical memorandum and incorporate two rounds of comments.

Assumptions: Future mode split goals will be developed as part of the station area plan and be endorsed by the City.

Deliverables (8.1 and 8.2):
a. Admin Draft Transportation Impact Analysis and Parking Demand Management Memorandum b. Draft Transportation Impact Analysis and Parking Demand Management Memorandum c. Final Transportation Impact Analysis and Parking Demand Management Memorandum Task 9: Infrastructure Financing

9.1: Infrastructure/Public Services and Implementation
Strategic Economics will lead this task with input from Arup, CHS Consulting and WRT for roughorder-of-magnitude cost estimates for infrastructure, circulation, and public realm improvements. The WRT team will include information about services and infrastructure needed to implement the Plan, including specific policies regarding utilities, public safety, and parks.

The Plan will also identify actions and strategies for its implementation, including needed infrastructure improvements and financing strategies to enable these improvements, such as roadways, stormwater treatment, parkland and facilities, enhanced or new pedestrian and bicycle facilities, public safety (fire & police) equipment or infrastructure needs to address growth, and electric utility infrastructures to meet electric demand. An evaluation of projected costs and revenues associated with the proposed improvements, including new streets, other public facilities, and utility infrastructure, and their potential effect on the City's budget should also be included. Specifically, sewer models – including pump station capacity – will need to be run once the sizing of the Specific Plan land use mix is determined (i.e., number of housing units and square footage of commercial space). The Plan will study potential relocation of existing SVP utilities infrastructure affected by the Plan and new SVP electric infrastructure that might be required to be able to serve intensified uses in the Station Area.

9.2: Infrastructure and Amenities Financing
This task is focused on determining the necessary infrastructure (including water treatment facilities), cost estimates, and phasing to implement the Specific Plan. The WRT team will identify the specific cost of the infrastructure items and the impact fees associated with each to assist the City with bringing forward an area impact fee to City Council. The WRT team will also develop financing strategies such as infrastructure fee and/or assessment district to finance the construction in a manner consistent with development timing (including parkland/open space). Multimodal and streetscape improvements, such Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

as enhanced or new bicycle and pedestrian facilities, street furniture, and streetscape improvements that would support Transit-Oriented Communities and Complete Streets should be included.

Deliverables (9.1 and 9.2):
a. Draft Infrastructure Summary Memorandum
b. Final Infrastructure Summary Memorandum
c. Draft Implementation Summary Report (integrated with Task 9.1) d. Final Infrastructure Summary Report (integrated with Task 9.1) Task 10: Draft Specific Plan Refinement

10.1: Plan Refinement
WRT will refine the Draft Plan from Task 6 based on the comments received from the Open House, TAC meetings and City Staff. We will make up to two revisions to the Draft Specific Plan Document. in coordination with City Staff. WRT will propose an alternatives analysis process for arriving at the preferred alternative. The timing of Open House #2 (Task 10.2) will be strategically timed to allow for final community feedback into the Draft Final Plan to be presented to the Planning Commission and City Council in the next phase of work.

Task 10.1 Deliverables:
a. Draft Final Station Area Specific Plan:
o One (1) copy of the Plan in a desktop publishing software, such as Adobe InDesign; o All electronic source files used to create the document; and o All supplementary electronic files to the report; and o One (1) fully editable PDF copy of the Plan

10.2 Community Open House #2
A second open house to present the Draft Final Station Area Specific Plan will be combined with the PC Hearing session. WRT will prepare up to six exhibition boards for the open house summarizing the key components of the Draft Specific Plan to be set up in an adjacent room/city hall lobby for a pre-meeting open house.

Task 10.2 Deliverables:
a. Digital copies of Draft and Final Open House #2 exhibition boards (up to 6) for City to print inhouse.

City/VTA Responsibilities:
 Conduct outreach and publicity of the Open House to invite community and stakeholders to the event.
 Set-up the Open House
 Facilitate the open house.
 Prepare Open House Summary
 Sign-in sheets,
Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

 Providing refreshments and childcare at the events, as feasible Task 11: CEQA Clearance
The WRT team will work with City staff to define and determine the CEQA strategy necessary to prepare and complete the required CEQA documentation for adoption of the Specific Plan.

DJP&A will attend a kick-off meeting with the project team (i.e., the design team, the City, and VTA staff) to discuss the scope of the EIR (resource sections to be included) and determine data needs and the baseline for the analysis. DJP&A will provide a list of all data needs to complete the EIR so that assignments can be made on providing the data. To the greatest extent possible, DJP&A will utilize information from previous projects in the study area and other existing documents. The kick-off meeting will also include a discussion of the project objectives to be included in the EIR.

After the kick-off meeting, DJP&A will prepare a memorandum detailing the full scope of the CEQA strategy and the schedule for the CEQA process through entitlement hearings. ** Note: Technical studies will use development intensities assumed in the GP EIR. Any additional assessment/modeling required for a significantly higher intensity resulting from this specific plan will require additional scope and budget.

Task 11.1 Deliverables:
 Attend CEQA Clearance Kick-off meeting
 CEQA Strategy and Schedule Memorandum

11.2: Prepare Draft Environmental Review Clearance Documents The environmental review scope is anticipated to include a program level Initial Study with technical studies, and Negative Declarations or Mitigated Negative Declarations that tier off of the certified Environmental Impact Report (EIR) for the City of Santa Clara 2010-2035 General Plan. However, an EIR may also be required. The document will address all required CEQA topics. The selected Consultant may include sub-consultants to conduct environmental review in specific technical areas. At a minimum, technical studies will be required for cultural resources, traffic, and air quality.

Environmental Review Clearance documents may incorporate results of water supply assessments and hydraulic studies. Consultant should be able to prepare recommendations to address potential water supply impacts that may arise.

DJP&A would recommend not completing an Initial Study and moving straight to an EIR as an Initial Study is not mandatory when it can be determined that an EIR is clearly required (CEQA Guidelines Section 15060). There would be a cost and time savings by moving straight to an EIR. Given the past and current land uses of the plan area, the intent to provide new housing in the plan area, and the proximity of sensitive receptors to the plan area, it is reasonable to assume that an EIR would be Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

required. It will also provide a better program document for future projects to tier from, enabling more efficient streamlining.
 Upon completion of the kick-off meeting DJP&A will prepare the project description (including the project objectives) for review and approval.
 Once the project description is complete all technical consultants will initiate work and DJP&A will prepare the administrative draft Notice of Preparation (NOP) for review.  The NOP will be revised and finalized based on comments received. Once finalized, the NOP will be provided in electronic format for posting and submittal to the State Clearinghouse.

During circulation of the NOP, DJP&A will attend the project scoping meeting. During the meeting, DJP&A will assist City staff in explaining the CEQA process and recording all questions/comments. After the scoping meeting, DJP&A will compile all verbal and written comments for review by the project team and incorporate responses as necessary into the EIR.  After approval of the project description and submittal of the NOP, DJP&A will prepare the administrative draft EIR. The existing conditions discussion will utilize the information compiled under Task 3 to the extent possible. The analysis will be based on existing data from the General Plan, General Plan EIR, other relevant certified CEQA documents, DJP&As knowledge of the project area, and new technical reports commissioned for this project.  Once the preliminary analysis is complete, DJP&A will discuss the conclusions with the project team at a regularly scheduled meeting to determine range of alternatives to be analyzed in the EIR. Plans, renderings, and/or additional data may be necessary from the project team to complete the alternatives analysis.
 Upon completion of the administrative draft EIR, DJP&A will submit the EIR to the project team for review.
 Once all comments are received, DJP&A will review comments with the team at a regularly scheduled meeting to ensure that all comments are addressed and to identify any additional data that may be required from the team.
 The EIR will be revised and finalized based on comments received. While the EIR is being revised, DJP&A will prepare the Notice of Completion (NOC) and Notice of Availability (NOA) and submit for review.
 Once finalized, the Draft EIR, NOC, and NOA will be provided in electronic format for posting/distribution and submittal to the State Clearinghouse. The Draft EIR will be searchable and accessible.
 After completion of the public comment period for the Draft EIR, DJP&A will prepare a First Amendment to the Draft EIR that will include responses to comments and text edits to the Draft EIR (if necessary). The Mitigation, Monitoring and Reporting Program (MMRP) will also be prepared. DJP&A will coordinate with City staff and VTA to prepare the CEQA Findings and, if necessary, the Statement of Overriding Considerations.
 Upon completion, all documents will be submitted to the project team for review.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

 The First Amendment, MMRP, CEQA Findings, and Statement of Overriding Considerations will be revised and finalized based on comments received. The documents will be provided in electronic format for posting/distribution and submittal to the State Clearinghouse (as applicable) and for inclusion in the Staff Report. The First Amendment will be searchable and accessible.  After the City Council hearing, DJP&A will prepare the Notice of Determination (NOD) and submit for review.
 The NOD will be revised and finalized based on comments and the final notice will be submitted in electronic format for posting and filing.
 DJP&A will attend one Planning Commission meeting and one City Council meeting, at which we will provide support to the project team as needed, including but not limited to presenting the findings of the analysis and responding to questions from the dais.  After submittal of the NOD, DJP&A will prepare a Final Integrated EIR to be provided to the project team in PDF format. As with the Draft EIR and First Amendment, it will be searchable and accessible.

Task 11.2 Deliverables:
a. Notice of Preparation (NOP) (one draft and one final) b. Attend and assist City staff with the scoping meeting; review, compile, and respond to comments received.
c. Administrative and Public Draft EIR
d. Notice of Completion (NOC) and Notice of Availability (NOA) (one draft and one final) e. First Amendment to Draft EIR, Response to Comments, Mitigation Monitoring and Reporting Program, CEQA Findings, and Statement of Overriding Considerations, if applicable.
f. Notice of Determination (NOD) (one draft and one final) g. Attend one (1) Planning Commission and one (1) City Council hearing. h. Prepare the final integrated environmental document (Adobe PDF, searchable and fully accessible)
Assumptions for Technical Reports:

The Work Plan and cost estimate includes an air quality analysis and cultural resources analysis as noted in RFP. We have also included hazardous materials and noise, which we think are necessary considering the proximity to the airport, but these are included as optional tasks.

Task 11A: Additional CEQA Services requested by City
11A.1: Noise Analysis: Considering the proximity to the airport, noise analysis is necessary to include in the EIR.
11A.2: The Tribal Consultation: WRT team will arrange for tribal consultations deemed necessary. At minimum, the Tamien Nation will likely be part of a tribal consultation.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

Budget for these two scope items is provided as separate line items in the budget spreadsheet.

Task 12: Board, Planning Commission, and City Council Meetings WRT will attend and support staff in presenting the Specific Plan at study sessions and public hearings before the City of Santa Clara’s Planning Commission and City Council to adopt the Plan. Specifically, this includes two (2) Planning Commission Study Sessions, two (2) City Council Study Sessions, one Planning Commission recommendation hearing, and one City Council adoption hearing. The Consultant will also prepare PowerPoint presentations for Planning Commission and City Council Meetings and assist with supplying materials to support the staff reports.

WRT staff will assist with and attend up to one (1) VTA Board of Directors Meeting and up to two (2) VTA Administrative & Finance Committee Meetings in preparation for the board meeting, as requested.

Task 12.1: Planning Commission Study Sessions and Hearings The WRT team will make changes to the Draft Final Specific Plan (text and/or graphics) based on the Planning Commission's recommendations.

Task 12.2: VTA Board, City Council Study Sessions, and Hearings The WRT team will make changes to the Draft Final Specific (text and/or graphics) based on the City Council's recommendations.

Deliverables (12.1 and 12.2):
• Attend Planning Commission Study Sessions (up to 2)
• Attend Planning Commission Recommendation Hearing (1) • Attend City Council Study Sessions (up to 2)
• Attend City Council Adoption Hearing (1)
• Attend VTA Board of Directors Meeting (1)
• Administrative & Finance Committee Meetings (up to 2) • PowerPoint Presentations
Task 13: Optional Scope

13.1. Traffic data collection and Level of Service Analysis for additional intersections: The base budget assumes data collection and LOS analysis for 20 intersections and 5 scenarios. If a need for more than 20 intersections is determined based on the preferred land use alternative, additional budget will be needed to complete the analysis.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

13.2. Water Assessment Study: We have assumed that the Water Supply Assessment will be completed by the water service provider and given to us by the City. If a new Water Assessment report is required for this Specific Plan, an additional budget will be required.

13.3. CBO stipends: Based on the final engagement strategy, the list of CBOs will be determined after consultation with City and VTA staff. The stipends may cover gift cards for participation in focus group meetings, compensation for assisting with outreach, etc.

13.4. Renderings and Visualizations: The base scope includes 2D and 3D visualization graphics and concept studies to support draft and final design alternatives, and objective development standards. Additional photo-realistic renderings of the preferred alternative are included as optional tasks. The renderings may include one birds-eye perspective of the entire Plan Area, and up to two (2) eye-level views at selected locations in the Plan Area. These renderings can be used by both City and VTA on their websites and other documents to communicate the vision for the Station Area with stakeholders, partner agencies, development entities, and the general community.

13.5. El Camino Real Complete Street Schematics: El Camino Real is an important throughfare within the Specific Plan Area, and its design is vital to encouraging street-facing development along its length and pedestrian-friendly connections across its breadth. At the same time, El Camino Real is a State highway with complex geometries and performance requirements. We recommend, therefore, that a separate study for schematic-level design be undertaken as a supplement to the Station Area Specific Plan. A full proposal with fee estimates can be developed upon request. The study would go beyond concept-level cross-sections assumed as part of the basic Scope of Work to include: analysis of traffic geometries and utilities’ locations, design schematics in plan and cross section, a tailored palette of street light and landscape elements, and coordination with Caltrans and City departments.

13.6. Form Based Code: If a Form Based Code (FBC) is considered necessary by the City WRT will engage Sargent Town Planning to lead the preparation of the FBC.

13.7. Expanded Existing Conditions Analysis: The WRT team will rely on the existing conditions analysis conducted for the VTA playbook and information provided by City of Santa Clara. If a need arises for conducting additional analysis than assumed in the base scape, a budget augmentation will be needed.

13.8. Expanded Engagement: Community and stakeholder engagement in addition to what is already assumed in the base scope, participation from consultant team members or outreach and logistics planning beyond what is assumed in the base scope, will need budget augmentation.

13.9. Think Tank Participation
Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

 Internal Charette Participation: The design Think Tank will be engaged in two internal team charrettes to refine opportunities and constraints, develop a Vision Framework, and draft alternative concepts.
 On-going Design Consultation and Review: The design Think Tank will continue to provide on-going consultation on building typology, emerging trends in building types, building technology, building performance, and program, which will inform the development of concept alternatives and the preferred concept. They will also serve as peer reviewers of the design standards included in the Specific Plan.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

SCHEDULE

DELIVERABLE EXPECTED DATE

OF COMPLETION
Task 1 - Project Initiation and Management

1.1 Kick-off Meeting and Site Visit October 2022

1.2 Project Management and Meetings On-Going

1.3 Community Engagement Strategy March 2024

1.4 Project Identity and Public Information Website April 2024 Task 2 - Community Task Force Engagement

2.1 Station Area Task Force (SATF) Meetings and
Materials On-Going
Task 3 - Existing Conditions Analysis

3.1 Base Map Development May 2024

3.2 Existing Conditions Report May 2024
Task 4 - Opportunities, Constraints, and Economic Analysis

4.1 Economic and Financial Analysis July 2024

4.2 Community Workshop #1 – Identifying
Opportunities and Constraints June 2024

4.3 Setting, Opportunities, and Constraints Summary July 2024 Task 5 - Vision Plan

5.1 Vision Charette and Stakeholder Interviews July – August 2024

5.2 Community Workshop #2 – Vision & Ideation (inperson) August 2024

5.3 TAC Meeting #1 – Vision (virtual) July 2024

5.4 Vision Plan November 2024
Task 6 - Alternatives Development

6.1 Plan Alternatives and Concept Study May 2025

6.2 Community Workshop #3: Alternatives Selection
(virtual) January 2025

6.3 TAC Meeting #2 (Alternatives) December 2024

6.4 Preferred Alternative May 2025

6.5 Urban Design, Streetscape, and Open Space
Standards May 2025
Task 7 - Draft Station Area Specific Plan
Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

DELIVERABLE EXPECTED DATE

OF COMPLETION

7.1 Draft Specific Plan July 2025

7.2 Community Open House #1 (in-person) and TAC
Meeting #3 (virtual) August 2025
Task 8 - Transportation Impact Parking Analysis

8.1 Draft Transportation Impact Analysis (TIA) June 2025

8.2 Parking Analysis June 2025
Task 9 - Infrastructure Financing

9.1 Infrastructure/Public Services and Implementation June 2025

9.2 Infrastructure and Amenities Financing June 2025
Task 10 – Draft Specific Plan Refinement

10.1 Plan Refinement December 2025

10.2 Open House #2 December 2025
Task 11 - CEQA Clearance

11.1 Define Project, Review Data, Determine Existing
Conditions, and Determine CEQA Strategy June 2026

11.2 Prepare Draft Environmental Review Clearance
Documents February 2026
11A Additional CEQA Services Requested by the City
11A.1: Noise Analysis
11A.2: Tribal Consultation TBD, if initiated
Task 12 – Board, Planning Commission, and City Council Meetings

12.1 Planning Commission Study Sessions and
Hearings (Joint with City Council)
Ongoing (January 2025;
August 2025; November
2025; May 2026)

12.2 VTA Board, City Council Study Session, and
Hearings
Ongoing (January 2025;
August 2025; November
2025; May 2026)
Task 13 – Optional Task

13.1 Traffic data collection and Level of Service
Analysis for additional intersection TBD, if initiated

13.2 Water Assessment Study TBD, if initiated

13.3 CBO Stipends TBD, if initiated

13.4 Renderings and Visualizations TBD, if initiated

13.5 El Camino Real Complete Street Schematics TBD, if initiated

13.6 Form Based Code TBD, if initiated

13.7 Expanded Existing Conditions Analysis TBD, if initiated

13.8 Expanded Engagement TBD, if initiated

13.9 Think Tank Participation TBD, if initiated
Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C

MTC/VTA
Supp. 6 – Santa Clara Station Area Specific Plan
Amendment 1

EXHIBIT 2
Annex II
Project Schedule, Budget and Payment
(Revised May 1, 2024)

FIRM-FIXED PAYMENT
Payment to AGENCY shall be due in the firm fixed amounts indicated below, upon acceptance by the MTC Project Manager of the following deliverables or milestones, described in detail in Annex I:
# Deliverable Expected Completion
Date: Estimated Budget
1 Tasks 1, 3, and 4 Deliverables* August 2024 $100,000.00 2 Tasks 5 and 6 Deliverables May 2025 $100,000.00
3 Tasks 7 and 8 Deliverables August 2025 $100,000.00
4 Tasks 9, 10 and 11 Deliverables February 2026 $100,000.00 TOTAL NOT TO EXCEED $400,000.00
*Note: Task 2 deliverables are funded by a different source (Federal Transit Administration grant funds).

RECIPIENT shall submit an invoice identifying the project deliverable or milestone for which payment is sought no later than thirty (30) days after MTC’s acceptance of such deliverable/milestone. Final invoice shall be submitted no later than 30 days after the expiration of the contract.

Docusign Envelope ID: F54AE917-0C0C-44C9-8AB4-F3E9D07CBAD2 Docusign Envelope ID: 8D4F3037-15B8-4DE7-87AF-2DDAE9C9424C ~---------......... ·------------------------------------~~---------------~

DOT FTA
U.S. Department of Transportation Federal Transit Administration Award
Federal Award Identification Number
(FAIN) CA-2021-104-00
Temporary Application Number 1674-2021-3
Award Name VTA BART Phase II TOD and Station Access Planning Study
Award Status Active (Executed)
Award Budget Number 0
Period of Performance Start Date 7/9/2021
Original Period of Performance End Date 6/1/2025
Current Period of Performance End Date 6/1/2025 Revision #: 0 Part 1: Recipient Information
Name: SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
Recipient ID Recipient OST Type Recipient Alias Recipient DUNS 1674 Other Government Agency Santa Clara Valley Transportation Authority 092202837 Location Type Address City State Zip
Headquarters 3331 NORTH FIRST ST SAN JOSE CA 951341906
Physical Address 3331 NORTH FIRST ST SAN JOSE CA 95134
Mailing Address 3331 NORTH FIRST STREET SAN JOSE CA 95134 Union Information
Union Name AMALGAMATED TRANSIT UNION, LOCAL 265
Address 1 1590 La Pradera Drive
Address 2
City Campbell
State California
Zipcode 95008
Contact Name Terry Russell
Telephone 4088740900
Fax 4088740907
E-mail [email protected]
Website
Union Name AMERICAN FEDERATION OF STATE, COUNTY, AND MUNICIPAL

EMPLOYEES (AFSCME)
Address 1 80 Swan Way, Suite 110
Address 2
City Oakland
State California
Zipcode 94621
Contact Name Tina Acree
Telephone 4086905931
Fax 5103639613
E-mail [email protected]
Website www.afscme57.org
Union Name SERVICE EMPLOYEES INTERNATIONAL UNION (SEIU) LOCAL 521 Address 1 2302 Zanker Road
Address 2
City San Jose
State California
Zipcode 95131
Contact Name Luisa Blue
Telephone 4086783398
Fax 4089541538
E-mail [email protected]
Website
Union Name TRANSPORTATION AUTHORITY ENGINEERS AND ARCHITECTS`

ASSOCIATION (TAEA)
Address 1 IFPTE Local 21 - Attn: TAEA
Address 2 4 North Second St., #430
City San Jose
State California
Zipcode 95113
Contact Name Rajwinder Sehdev
Telephone 4089426143
Fax 4082912203
E-mail [email protected]
Website http://www.ifpte21.org/
Part 2: Award Information
Title: VTA BART Phase II TOD and Station Access Planning Study FAIN Award Status Award Type Date Created Last Updated Date From TEAM? CA-2021-104-00 Active (Executed) Grant 6/10/2021 6/10/2021 No Award Executive Summary
This application requests $1,580,000 in Section 20005(b) TOD Pilot Planning Discretionary funds.

Funding Source:

FY 2019 Section 20005(b): $1,580,000 (80%)
Local Match (Joint Development Program Fund): $395,000 (20%) Total Grant: $1,975,000 (100%)
This grant provides funds for the following project:

1. VTA BART Phase II TOD and Station Access Planning Study.

The BART Silicon Valley Phase II Station Area Access and TOD Study will develop a unified TOD implementation strategy for the corridor and station areas. The Study will identify multimodal access needs and TOD opportunities to promote redevelopment and accessibility along the 6.5-mile corridor spanning 28th Street/Little Portugal, Downtown San José, Diridon, and Santa Clara.

Frequency of Milestone Progress Reports (MPR)
Annual
Frequency of Federal Financial Reports (FFR)
Annual
Does this application include funds for research and/or development activities? This award does not include research and development activities.

Pre-Award Authority
This award is using Pre-Award Authority.

Does this application include suballocation funds?
Recipient organization is the Designated Recipient and can apply for and receive these apportioned funds.

Will this Grant be using Lapsing Funds?
No, this Grant does not use Lapsing Funds.

Will indirect costs be applied to this application?
This award is applying an approved Indirect cost rate(s).

Indirect Rate Details: Indirect Rate Details: The cognizant agency, Federal Transit Administration, provisionally approved VTA’s FY2021 rate 297.96% for Projects. This rate will be applied to the following activities: Force Account and Project Administration. These rates are recalculated on an annual basis.

Requires E.O. 12372 Review
No, this application does not require E.O. 12372 Review.

Delinquent Federal Debt
No, my organization does not have delinquent federal debt.

Award Point of Contact Information
First
Name Last Name Title E-mail Address Phone
[email protected] Community Planner
[email protected] General Engineer
Mike Tasosa Senior Transportation
Planner [email protected] 408-321-5752
Award Budget Control Totals
Funding Source Section of Statute CFDA Number Amount
TOD Planning Pilot Program (20005b) 2005bMAP21 20500 $1,580,000 Local $395,000
Local/In-Kind $0
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Adjustment $0
Total Eligible Cost $1,975,000
Award Budget
Project
Number Budget Item FTA Amount Non-FTA Amount
Total Eligible
Amount Quantity
CA2021-
104-01-
00 442-
00 (442-
A1)
METROPOLITAN PLANNING $1,580,000.00 $395,000.00 $1,975,000.00 1 CA2021-
104-01-
00 44.22.00

GENERAL

DEVELOPMENT/COMPREHENSIVE

PLANNING
$1,580,000.00 $395,000.00 $1,975,000.00 1
Discretionary Allocations
Discretionary
ID Project Title Amount Applied FAIN Congressional Release Date D2020-TODP005
Santa Clara Valley Transportation
Authority - Advanced Planning for TransitOriented Communities$1,580,000 CA2021-
104-00
7/9/2021
Sources of Federal Financial Assistance
PO
Number
Project
Number Scope Name Scope Number
Scope
Suffix
UZA
Code
Area
Name
Account Class
Code FPC Description Amendment Amount
Cumulative
Amount
CA-94-
2005
CA2021-
104-01-
00 METROPOLITAN

PLANNING
442-00
(442) A1 060000 California 2018.25.94.00.2 02
Transit
Oriented
Development
Pilot
$1,580,000 $1,580,000
Part 3: Project Information
Project Title: VTA BART Phase II TOD and Station Access Planning Study P-1157
Project Number Temporary Project Number Date Created Start Date End Date CA-2021-104-01-00 1674-2021-3-P1 6/10/2021 9/1/2021 6/2/2025 Project Description
The BART Silicon Valley Phase II Station Area Access and TOD Study will develop a unified TOD implementation strategy for the corridor and station areas. The Study will identify multimodal access needs and TOD opportunities to promote redevelopment and accessibility along the 6.5-mile corridor spanning 28th Street/Little Portugal, Downtown San José, Diridon, and Santa Clara.

Project Benefits
This project creates a corridor-wide, multimodal focus for TOD planning that cannot be realized through conventional planning efforts. The attractiveness and convenience of transit will be significantly diminished if access and circulation around each station are not well-planned, thus reducing the effectiveness of TOD.

In addition, unified corridor planning is the most effective way to achieve desired reductions in auto trips to destinations in the TOD area.

Additional Information
Funding Source:

FY 2019 Section 20005(b): $1,580,000 (80%)
Local Match (Joint Development Program Fund): $395,000 (20%) Total Grant: $1,975,000 (100%)
Location Description
Santa Clara County
Project Location (Urbanized Areas)
UZA Code Area Name
060250 San Jose, CA
063010 Gilroy--Morgan Hill, CA
Congressional District Information
State District Representative
California 17 Ro Khanna
California 18 Anna G Eshoo
California 19 Zoe Lofgren
California 20 Jimmy Panetta
Program Plan Information

STIP/TIP
Date: 5/21/2021
Description: TIP Revision 2021-03 Page 33 of 60
UPWP
Date: N/A
Description: N/A
Long Range Plan
Date: 10/2/2014
Description: Valley Transportation Plan 2040 is the countywide long-range transportation plan for Santa Clara County.

Project Control Totals
Funding Source Section of Statute CFDA Number Amount
TOD Planning Pilot Program (20005b) 2005bMAP21 20500 $1,580,000 Local $395,000
Local/In-Kind $0
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Adjustment $0
Total Eligible Cost $1,975,000
Project Budget
Project
Number Budget Item FTA Amount Non-FTA Amount
Total Eligible
Amount Quantity
CA2021-
104-01-
00 442-
00 (442-
A1)
METROPOLITAN PLANNING $1,580,000.00 $395,000.00 $1,975,000.00 1 CA2021-
104-01-
00 44.22.00

GENERAL

DEVELOPMENT/COMPREHENSIVE

PLANNING
$1,580,000.00 $395,000.00 $1,975,000.00 1
Project Budget Activity Line Items
Budget Activity Line Item: 44.22.00 - GENERAL DEVELOPMENT/COMPREHENSIVE PLANNING Scope Name /
Code
Line
Item # Line Item Name Activity Quantity

METROPOLITAN
PLANNING (442-00) 44.22.00

GENERAL

DEVELOPMENT/COMPREHENSIVE

PLANNING

METROPOLITAN
PLANNING 1
Extended Budget Description
441-80 44.22.00 TOD and Station Access Planning Study
441-80 METROPOLITAN PLANNING

44.22.00 GENERAL DEVELOPMENT / COMPREHENSIVE PLANNING
This project will generate broad-based consensus among a diverse range of public and private stakeholders in San José and Santa Clara on strategy implementation. Efforts will include public agency coordination to facilitate the following: TOD land assembly and acquisition design guidelines for private buildings and public spaces; and project implementation coordination to stimulate economic development.

The project will identify how to leverage and coordinate land use policies, circulation and parking improvements, public space enhancements, and public finance tools to attract and accommodate a larger share of future regional growth. Overall, the project will establish a foundation for sustainable redevelopment along the Phase II corridor to benefit increased transit ridership, economic development, and station areas' vibrancy.

VTA will take the lead on crafting a Design Development Framework (DDF) for VTA-owned property above and adjacent to the 28th Street/Little Portugal Station in San José. The DDF will serve as a guidebook for potential future developers during the TOD proposal stage and beyond, documented in the Design Development Framework Final Documentation. This documentation will be supplemented by a presentation by VTA staff to the VTA Board of Directors on the Design for Development Framework process and outcomes.

VTA will work in partnership with the City of San José to update the Five Wounds Urban Village Plan, the study area of which includes the BART Phase II 28th Street/Little Portugal Station. Key deliverables from that effort will be the Stakeholder Engagement Plan and the Updated Five Wounds Urban Village Plan. At the BART Phase II 28th Santa Clara Station, VTA will partner with the City of Santa Clara as they develop the Santa Clara Station Area Specific Plan. Key deliverables from that effort will be Santa Clara Station Area Specific Plan and the accompanying City Council Presentation and Staff Report.

FSTIP Consistency:

MTC TIP Project No: SCL170002
MTC TIP No: 2021-03
Project Name: VTA BART Phase II TOD and Station Access Planning MTC Approval Dates: 04/28/2021
Caltrans Approval Dates: 05/12/2021
FTA/FHWA Approval Dates: 05/21/2021
Project in SRTP: Yes. FY 2010 SRTP, Pg. 40
Urbanized Area: San Jose
Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item.

Funding Source Section of Statute CFDA Number Amount
TOD Planning Pilot Program (20005b) 2005bMAP21 20500 $1,580,000 Local $395,000
Local/In-Kind $0
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Adjustment $0
Total Eligible Cost $1,975,000
Milestone Name Est. Completion
Date Description
Start Date 9/1/2021 Begin Activity
End Date 6/2/2025 End Activity
Project Environmental Findings
Finding: Class II(c) - Categorical Exclusions (C-List)
Class Level Description
Class II(c) consists of projects that do not have a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. FTA requires a sufficient project description to support a CE determination. The project may require additional documentation to comply with other environmental laws.

Categorical Exclusion Description
Type 04: Planning and administrative activities which do not involve or lead directly to construction, such as: training, technical assistance and research; promulgation of rules, regulations, directives, or program guidance; approval of project concepts; engineering; and operating assistance to transit authorities to continue existing service or increase service to meet routine demand.

Date Description Date
Class IIc CE Approved 7/7/2017
Part 4: Fleet Details
No fleet data exists for this application.

Part 5: FTA Review Comments
Application Review Comments
Comment By Dominique Kraft
Comment
Type Pre-Award Manager Returns Application
Date 6/21/2021
Comment
Please see FTA review comments uploaded into Application Documents.

Thanks.

Part 6: Agreement

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

FEDERAL TRANSIT ADMINISTRATION

GRANT AGREEMENT
(FTA G-28, February 9, 2021)
On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA) official signs this Grant Agreement, FTA has obligated and awarded federal assistance as provided below. Upon execution of this Grant Agreement by the Recipient named below, the Recipient affirms this FTA Award, enters into this Grant Agreement with FTA, and binds its compliance with the terms of this Grant Agreement.

The following documents are incorporated by reference and made part of this Grant Agreement:
(1) "Federal Transit Administration Master Agreement," FTA MA(28), February 9, 2021, http://www.transit.dot.gov,
(2) The Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA, and
(3) Any Award notification containing special conditions or requirements, if issued.

WHEN THE TERM “FTA AWARD” OR “AWARD” IS USED, EITHER IN THIS GRANT AGREEMENT OR THE APPLICABLE MASTER AGREEMENT, “AWARD” ALSO INCLUDES ALL TERMS AND CONDITIONS SET FORTH IN THIS GRANT AGREEMENT.

FTA OR THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL ASSISTANCE IF THE RECIPIENT DOES NOT EXECUTE THIS GRANT AGREEMENT WITHIN 90 DAYS FOLLOWING FTA's AWARD DATE SET FORTH HEREIN.

FTA AWARD
Federal Transit Administration (FTA) hereby awards a Federal Grant as follows:

Recipient Information
Recipient Name: SANTA CLARA VALLEY TRANSPORTATION AUTHORITY Recipient ID: 1674
DUNS No: 092202837
Award Information
Federal Award Identification Number: CA-2021-104-00
Award Name: VTA BART Phase II TOD and Station Access Planning Study Award Start Date: 7/9/2021
Original Award End Date: 6/1/2025
Current Award End Date: 6/1/2025
Award Executive Summary: This application requests $1,580,000 in Section 20005(b) TOD Pilot Planning Discretionary funds.

Funding Source:

FY 2019 Section 20005(b): $1,580,000 (80%)
Local Match (Joint Development Program Fund): $395,000 (20%) Total Grant: $1,975,000 (100%)
This grant provides funds for the following project:

1. VTA BART Phase II TOD and Station Access Planning Study.

The BART Silicon Valley Phase II Station Area Access and TOD Study will develop a unified TOD implementation strategy for the corridor and station areas. The Study will identify multimodal access needs and TOD opportunities to promote redevelopment and accessibility along the 6.5-mile corridor spanning 28th Street/Little Portugal, Downtown San José, Diridon, and Santa Clara.

Research and Development: This award does not include research and development activities.

Indirect Costs: This award is applying an approved Indirect cost rate(s).

Suballocation Funds: Recipient organization is the Designated Recipient and can apply for and receive these apportioned funds.

Pre-Award Authority: This award is using Pre-Award Authority.

Award Budget
Total Award Budget: $1,975,000.00
Amount of Federal Assistance Obligated for This FTA Action (in U.S. Dollars): $1,580,000.00 Amount of Non-Federal Funds Committed to This FTA Action (in U.S. Dollars): $395,000.00 Total FTA Amount Awarded and Obligated (in U.S. Dollars): $1,580,000.00 Total Non-Federal Funds Committed to the Overall Award (in U.S. Dollars): $395,000.00 Award Budget Control Totals
(The Budget includes the individual Project Budgets (Scopes and Activity Line Items) or as attached) Funding Source Section of Statute CFDA Number Amount
TOD Planning Pilot Program (20005b) 2005bMAP21 20500 $1,580,000 Local $395,000
Local/In-Kind $0
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Adjustment $0
Total Eligible Cost $1,975,000
(The Transportation Development Credits are not added to the amount of the Total Award Budget.) U.S. Department of Labor Certification of Public Transportation Employee Protective Arrangements:

Original Certification Date:

Special Conditions
There are no special conditions.

FINDINGS AND DETERMINATIONS
By signing this Award on behalf of FTA, I am making all the determinations and findings required by federal law and regulations before this Award may be made.

FTA AWARD OF THE GRANT AGREEMENT
Awarded By:

Ray Tellis
Regional Administrator

FEDERAL TRANSIT ADMINISTRATION
U.S. DEPARTMENT OF TRANSPORTATION
Contact Info: [email protected]
Award Date: 7/9/2021

EXECUTION OF THE GRANT AGREEMENT
Upon full execution of this Grant Agreement by the Recipient, the Effective Date will be the date FTA or the Federal Government awarded Federal assistance for this Grant Agreement.

By executing this Grant Agreement, the Recipient intends to enter into a legally binding agreement in which the Recipient:
(1) Affirms this FTA Award,
(2) Adopts and ratifies all of the following information it has submitted to FTA:
(a) Statements,
(b) Representations,
(c) Warranties,
(d) Covenants, and
(e) Materials,
(3) Consents to comply with the requirements of this FTA Award, and (4) Agrees to all terms and conditions set forth in this Grant Agreement.

Executed By:

Elaine Baltao
Board Secretary

SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
8/27/2021
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-442 Agenda Date: 5/13/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize City Manager to Execute Amendment No. 1 to the Teri Black & Co., LLC.

Agreement to Increase the Maximum Compensation and Delegate Authority to Approve Future Similar Amendments to all Existing Master Recruiting Agreements for Services through 2028

COUNCIL PILLAR
Enhance Community Engagement and Transparency

BACKGROUND
The City currently has a vacancy rate of approximately 14%. The majority of the recruitments to fill these vacancies are facilitated by the Human Resources Department.

In late 2022, staff issued a Request for Proposal (RFP) to establish a master list of recruitment firms to assist in the recruiting process for classified, unclassified, and sworn positions. The selected firms would be primarily used to assist with harder to fill, specialized recruitments.

Sixteen proposals were received and evaluated by a panel of Human Resource professionals. Based on the evaluation, six firms were selected to enter into master agreements to provide full-service recruitment support for vacancies on an as-required basis.

These master agreements lay out all of the City’s terms and conditions, general scope of work, pricing and insurance requirements, thus expediting the process by not having to establish separate agreements for each individual recruitment. Task orders are issued by Human Resources to notify the vendor of specific assignments and initiate work. Each agreement has a five-year term through 2028 and a maximum compensation of $250,000, which falls within the City Manager’s signature authority. The six selected recruiting firms are:

1. All Star Talent Consulting

2. Berkeley Search Consultants

3. CPS HR Consulting

4. J. Powers Recruiting, Inc.

5. Peckham and McKenney

6. Teri Black & Co., LLC
Due to the number of vacancies city-wide and the challenges in recruiting for certain positions, the City has utilized Teri Black & Co., LLC. to recruit for several high level and specialized positions in the City Attorney’s Office, City Manager’s Office, Electric Utility Department, and Water & Sewer Utilities Department. Teri Black & Co., LLC. has been successful in finding candidates that were ultimately selected for some of the City’s positions, including the positions of Assistant City Attorney and Deputy City of Santa Clara Page 1 of 3 Printed on 5/9/2025
powered by Legistar™
25-442 Agenda Date: 5/13/2025
City Attorney. Teri Black & Co., LLC. is currently recruiting for the Director of Water & Sewer Utilities, Assistant Director of Water & Sewer Utilities, and Assistant City Manager positions.

DISCUSSION
To date, $224,200 of the available $250,000 under the agreement with Teri Black & Co., LLC has been allocated. Staff recommends approving Amendment No. 1 to increase the agreement’s maximum compensation from $250,000 to $500,000 to support ongoing and future recruitment needs through 2028.

While this amendment addresses the immediate need for additional funds on the Teri & Black Co., LLC, agreement, it is anticipated that other firms on the master list may also exceed their original $250,000 limits due to future recruiting demands.

To streamline the process and avoid the need to return to Council for each amendment, staff also recommends delegating to the City Manager the authority to approve future amendments within appropriated amounts to increase the maximum compensation for any or all of the master recruiting agreements, subject to pricing set forth in the master agreements, provided that no individual agreement exceeds a total maximum compensation of $500,000 over the contract term ending in 2028. On December 12, 2023, Council approved an amendment to the J. Powers Recruiting, Inc. contract not to exceed $500,000.

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

FISCAL IMPACT
The cost of a full-service or referral-based recruitments varies by recruiting firm. The decision to utilize an external recruiting firm to conduct a recruitment is coordinated with the hiring Department.

The hiring Department is responsible for the full cost of the recruitment. This cost is absorbed by those departments using existing funding, typically vacancy savings from the positions being recruited.

For the recommended amendment to the Teri Black & Co., LLC. Agreement, the additional compensation of $250,000 may be split between various Departments, if Departments opt to use this recruiting firm.

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.

City of Santa Clara Page 2 of 3 Printed on 5/9/2025
powered by Legistar™
25-442 Agenda Date: 5/13/2025

RECOMMENDATION

1. Authorize the City Manager or designee to execute Amendment No. 1 to the agreement with Teri Black & Co., LLC. for recruitment services to increase the maximum compensation from $250,000 to $500,000, subject to the appropriation of funds and review and approval as to form by the City Attorney;

2. Authorize the City Manager or designee to execute future amendment(s) to the recruitment services master agreements with All Star Talent Consulting, Berkeley Search Consultants, CPS HR Consulting, J. Powers Recruiting, Inc., and Peckham and McKenney to increase the maximum compensation, not to exceed $500,000 per agreement, through the term ending in 2028, subject to the existing pricing models, the appropriation of funds, and review and approval as to form by the City Attorney.

Reviewed by: Aracely Azevedo, Director of Human Resources Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Amendment No.1

2. Original Agreement Between the City and Teri Black & Co., LLC.

City of Santa Clara Page 3 of 3 Printed on 5/9/2025
powered by Legistar™
Amendment No. 1 to Agreement/*insert Contractor’s name Page 1 Rev. 10/25/19
Ebix Insurance No. S200003224
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TERI BLACK & CO., LLC

PREAMBLE
This agreement (“Amendment No. 1”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Teri Black & Co. LLC, a California corporation, (Contractor or Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services between the City of Santa Clara and Teri Black & Co. LLC, dated June 19, 2023 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide professional recruitment services, and the Parties now wish to amend the Agreement to increase the maximum compensation.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 6 of the Agreement, entitled “Compensation and Payment” is deleted in its entirety and replaced with the following:
“In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is $500,000 (Five Hundred Thousand Dollars and Zero Cents) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.”
Amendment No. 1 to Agreement/*insert Contractor’s name Page 2 Rev. 10/25/2019

2. 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.

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
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”
Teri Black & Co., LLC
a California corporation
Dated:

By (Signature):

Name: Teri Black
Title: President
Principal Place of
Business Address:
25500 Hawthome Blvd. Ste. 1158
Torrence, CA 90505
Email Address: [email protected]
Telephone: (424) 296-3111
Fax: ( )
“CONSULTANT”
S:\Attorney\AGREEMENTS\Amendments\Amendment No. 1 - Form.doc EBIX Insurance No. *S200003224

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TERI BLACK & CO., LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Teri Black & Co.,LLC, a California corporation, (Contractor or Consultant). City and Consultant may be referred to individually as a "Party'' or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to enter into a Master Agreement for professional recruitment services as assigned to perform services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Consultant represents that it, and its Subconsultants, 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 Consultant 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
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on or about June 21, 2023 and terminate on June 20, 2028.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
This is a master agreement that provides a framework for all terms and conditions, work scope, and fees that will apply to all recruiting assignments for a period of five years. At such time that the Consultant is selected by the City to facilitate a specific recruitment, a purchase order will be issued to fund and authorize the work. The purchase order will include at a minimum the position that the recruitment is for, the fee and a reference to this master agreement stating that the terms, conditions services and fees attached herein are applicable to the purchase and supersede all other terms.

4. WARRANTY
Consultant 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 instructio11s upon which this Agreement is based.

Consultant 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 Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consult.ant for the cost incurred by City.

5. QUALIFICATIONS OF CONSULTANT · STANDARD OF CARE
Consultant 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 Consultant's representations regarding its skills and knowledge. Consultant 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 Consultant's complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is $250,000 (Two Hundred and Fifty Thousand Dollars and Zero Cents) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant's expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 2 of 17

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 Consultant.

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

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

8. ASSIGNMENT AND SUBCONTRACTING
A. City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be as~igned or transferred without the prior written approval of City. Consultant shall not hire Sub-Consultants without express written permission from City.

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

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

10. INDEPENDENT CONSULTANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent Consultants and do not act as agent(s) or employee(s) of City. Consultant 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 Consultant and all o.ther written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant 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 Consultant which is otherwise known Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 3 of 17 to Consultant 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, de$igns, 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 Consultant 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, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
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 . Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant 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. Consultant 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.

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

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Consultant 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 Consultant pursuant to this Agreement - including claims of any kind by Consultant's employees or persons contracting with Consultant 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.

Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 4 of 17

8. · Consultant's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employmentrelated claims of any type brought by employees, Consultants, sub consultants or other agents of Consultant, against City (either alone, or jointly with Consultant), regardless of venue/jurisdiction in which the claim is brought and the manner of reiief sought.

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

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

16. WAIVER
Consultant 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 con'dition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

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

Teri Black
Teri Black and Co. LLC
25500 Hawthorne Blvd., Ste. 1158
Torrance, CA 90505
The workday the e-mail was sent shall control the date notice was deemed given. An email transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

Agreement between the City of Santa Clara and Teri Black & Co.; LLC Page 5 of 17

18. COMPLIANCE WITH LAWS
Consultant 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, Consultant'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, Consultant has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant 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. Consultant will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Consultant 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
Consultant shall not use City's name, insignia, or emblem, or distrit;>ute 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.

Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 6 of 17

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

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. ~LEN R. GOOGINS

CITY ATTORNEY

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
"CITY"
anager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
Teri Black & Co., LLC
a California corporation
Dated: __ 14_-_~'---)-_~_3__,,..,.._.,.-,--------
By (Signature): Name: _T_e_r_i %~
B-1-a~ck----'-'~,.,. ~:-r-=-~~--------- ------------------ Title: President Principal Place of 25500 Hawthorne Blvd. Ste. 1158
Business Address: Torrence, CA 90505
Email Address: [email protected]
Telephone: (424) 296-3111
Fax: -->--L------------ ------- "CONSUL TANT"
Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 7 of 17

OBJECTIVE

EXHIBIT A

SCOPE OF SERVICES
Consultant shall facilitate Full Cycle Recruitment and Referral Based Recruitment services for the City primarily for Professional and Technical (Classified), Executive Management (Unclassified) and Management (Unclassified) positions on an as-required basis for classified, unclassified, and sworn positions on an as-required basis. The Services to be performed for the City by the Consultant under this Agreement are set forth below.

FULL CYCLE RECRUITMENT REQUIREMENTS
Task No. 1: Develop an ideal candidate profile for each classification by meeting with key decision makers, position specification development, and creation of action plan:
1 Consultant shall facilitate meetings with key stakeholders and drafts recruitment brochure. The draft brochure will be sent to the Human Resources Department and Department Director or designee for final approval.
2 Consultant shall analyze feedback from the stakeholder meetings and develop an "ideal candidate" profile for the position. At a minimum, Consultant is responsible for identifying and/or developing the following:
a) The various organizational needs, vision, mission, goals, strengths, challenges, opportunities, dynamics, culture, and staff of the governing body b) Position competency requirements, i.e., knowledge, skills, and abilities c) Ideal candidate's skills, experiences, and characteristic profile d} Personal and professional attributes required of and priorities for the new incumbent
3 Consultant shall Identify conditions and challenges in achieving the priorities identified above
a) Scope of department input and participation in the process b) Type of working relationship leadership desires with the new incumbent c) Report on any concerns and issues
d) Advertising strategies in conjunction with a national outreach e) Geographic strategies
f) Compensation levels
g) Completion timetable
4 Consultant will prepare a written job description that outlines the required skills, competencies, position responsibilities, and criteria for job success. City shall route the job description to the Department Director or designee for final review and approval.

Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 8 of 17 5 Consultant shall make all efforts to complete the services and deliverables for this task on or before 30 business days from execution of the purchase/task order.

Task No. 2: Consultant shall recruit and recommend candidates to the City for interview. 1 Consultant shall initiate advertising and outreach to prospective candidates to include compietion of the following tasks:
a) Prepare a candidate profile and a professionally produced recruitment brochure for review prior to printing.
b) Prepare and execute a recruitment strategy coordinated with the City to identify relevant national, state, and local government and industry sources where prospective candidates are likely to be found.
c) Prepared and publish advertisements in appropriate newsletters, job bulletins, websites, professional magazines, industry trade journals, professional organizations, public sector newsletters, etc. The strategy will also include posting ads on appropriate social media platforms, such as Linkedln. d) Review, acknowledge, and evaluate all resumes and other supporting materiais received from all candidates. All candidates should meet the minimum qualifications specific to the recruitment.
e) Identify the most promising candidates based on the position profile and conduct preliminary screening interviews with those candidates. f) Develop a list of targeted candidates and will encourage these candidates to apply for the position. The goal is to recruit candidates from diverse backgrounds utilizing local, regional, and statewide resources, as well as professional websites as appropriate. Consultant will present the preliminary slate of top prospects (approximately 8) to the Director for further evaluation. "2 When applicable for classified or sworn recruitments, the Consultant will work with the City to follow the Classified Civil Service Rules for recruiting, which may include administering and developing written examinations, performance examinations, or structured oral board examinations.
3 Deliverables:
a) Develop a final brochure for recruitment and launch search b) Advertise and provide outreach to engage a diverse candidate pool c) Manage the recruitment process
d) Present an initial slate of candidates
4 Completion Time: Consultant shall make all efforts to complete the services and deliverables for this task within 45 business days from the completion of all task #2 as shown above.

Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 9 of 17 Task No. 3: Review and selection of final candidates
1 Consultant shall design a selection process for the finalist candidates. The Consultant shall provide the Department with interviewing and selection tips, suggest interview questions and rating forms that may be required to comply with civil service rules and provisions, and perform background and professional reference checks, as applicable.
2 Attend and facilitate the interview process including but not limited to the following actions:
a) Assist the Department designee in scheduling final candidates for interviews with the Director.
b) As directed by the City and in coordination and consistent with the City's current practice, the Consultant shall conduct reference checks for the top candidate per position as directed by the Department Director or designee and obtain background checks from a licensed firm (as applicable), consistent with City's current practice, including but not limited to credit report, driving record, academic degree confirmation, and newspaper article search. c) Assist the City in formulating appropriate compensation and other employment arrangements for selected candidate upon the City's final candidate selection for the position.
d) Assist the City in formulating appropriate compensation and other employment arrangements for selected candidate upon the City's final candidate selection for the position.
e) Complete the services and deliverables for this task on or before 30 business days from completion of all tasks under #2 above.
3 Design a selection process for the finalist candidates and provide the Department with interviewing and selection tips, suggest interview questions and rating forms that may be required to comply with civil service rules and provisions, and perform background and professional reference checks, as applicable. 4 Attend and facilitate the interview process including but not limited to the following actions:
a) Assist the Department designee in scheduling final candidates for interviews with the Director.
b) As directed by the Department Director or designee, and in coordination with the City's current practice, the Consultant shall conduct reference checks for the top candidate for the position as directed by the Department Director or designee and obtain background checks from a licensed firm (as applicable), and in coordination with City current practice, including but not limited to credit report, driving record, academic degree confirmation, and newspaper article search.
c) Upon the City's final candidate selection for the position, the Consultant shall assist the City in formulating appropriate compensation and other employment arrangements for selected candidate.
d) The Consultant must complete the services and deliverables for this task on or before 30 business days from completion of all tasks under #2 above.

Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 10 of 17

GUARANTEES
If a candidate selected and appointed by City terminates employment for any reason before the completion of the first year of service as a result of Consultant's comprehensive full executive recruitment where Consultant has conducted the background and references checks directly or has reviewed the information obtained by the City on the candidate's background and references checks, Consultant will provide the City with the necessary services required to secure a replacement. Depending on the nature of the departure, professional consulting services will be provided at no charge or at a disc9unted rate of 25- 50% of the original fee. If a candidate is terminated for cause or deemed to be a poor fit for our Client, professional services are rendered at no charge. Expenses will be reimbursed by the City, in either case.

Staffing
Key staff members that will be assigned to City's recruitment efforts include:

Staff Member Name Staff Member Title
Teri Black President ,
Monica Irons HirinQ & Special Projects ManaQer
Suzanne Mason Senior Recruiter
Cindi Mauldin Special Projects ManaQer
Tina White Senior Recruiter
Tracey Carlson Director of Client & Candidate Care
Agreement between the City of Santa Clara and Teri Black & Co., LLC f'age 11 of 17 Recruitment Type
Executive/Senior-level
management
Mid-management & other
Partial recruitments
(completion of Tasks No. 1 &
No. 2 only as described in
Exhibit A)
Additional Placements (within
an active recruitment)
Targeted
recruitmenUplacement

EXHIBIT B

SCHEDULE OF FEES
Price Range for*
Professional Fees per
Recruitment
$20,000 - $30,000
$19,500 - $23,000
$14,000 - $17,000
$4,000 - $6,000 per
placement
$5,000 - $10,000
Reimbursable Expense
Range per Recruitment
$8,500 - $12,000
Included in professional fee
$8,500 - $12,000
$6,500 - $9,000
Included in professional fee
Included in professional fee
*The above prices are guaranteed through December 31, 2027. Requests for annual price increase(s) may be requested by Consultant thereafter and are subject to approval by the City.

1. Professional Fees for comprehensive recruitments for complete scope of work outlined in Exhibit A include conference calls/Zoom meetings/on-site visits for the purposes of gathering stakeholder feedback on candidate profiles, briefing client on results of each recruitment, facilitating the equivalent of one day of panel interviews, assisting the client with selection deliberations and conducting background and reference checks on the top candidate for each search.

2. Reimbursable expenses shall not to exceed the amounts listed above and will reimbursed at cost (no markup) and include advertising, brochure design and reproduction, administrative support, report supplies, printing/copying, postage and delivery charges, background investigation (top candidate per search), as well as recruiter's travel related to client meetings and interviews (if permitted pending pandemic limitations). Marketing and advertising costs typically encompass about 65-75 percent of the expense budget.

Consultant shall show receipts to support costs if requested by the City.

Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 12 of 17

3. Professional fees and expenses shall be invoiced as follows:
a) One third of the professional fees shall be invoiced after the completion of tasks one and two above, respectively.
b) The remaining balance shall be paid upon ~he completion of task three. c) Reimbursable expenses incurred by Consultant during each task shall be invoiced upon completion of the task as described above.
d) Expenses are billed at their actual level and may not be marked-up or inflated with additional fees.

4. The final price for each recruitment shall be negotiated at the time a recruitment is identified and is dependent on a variety of factors including internal/external stakeholder outreach and engagement required.

Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 13 of 17

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 insurahce 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

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 between the City of Santa Clara and Teri Black & Co., LLC Page 14 of 17 least as qroad 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 S1,1brogation 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 ad.ditional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement between the City of Santa Clara and Teri Black & Co., LLC Page 15 of 17 from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

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

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or i_nvolved 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 between the City of Santa Clara and Teri Black~ Co., LLC Page 16 of 17 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 Human Resources
P.O. Box 100085- S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
1 Ebix Way
John's Creek, GA 30097
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 between the City of Santa Clara and Teri Black & Co., LLC Page 17 of 17

= Deficiencies
Name: Teri Black & Compan;(, L.L.C. ~
Account Number: S200003224
Address: 3501 Torrance Boulevard. Suite 209. Torrance, CA. USA. 90503 Status: 1&!l]Jlliant with Waived Deficiencies.

The following deficiencies are according to last valid a lion on :03/1312023 : 06/21/2023172SBAIB3098 : General Liability , \~'.:'-ieral Uc=ibility- Ml~sing Req-.1h·ed Ai:i ci%Jn c1l lnsured End•:.,·: t ment .. ,.\Ne neerJ ! Yes .2.!!_p_.ges oi Additional Insured Endorsement in order to acceQI. : 06/21/2023l 72SBAIB3093 · General Liability : I i General Liability - We are not P-[Qperly named as an Additional Insured. · Yes ·-----.. --i-··· -·. - -------· --·--·--·------ - -- -- ·-- __ ,. _ '. 10/22/2019J UDC1495849E019. Professional Liability · Professional !_i~bilit\'-".£."'i'eci Coveragg. • I , · Yes '•:''./aive-r
~eas-c:-n
'. Business
; Decision
: Business
1 Decision
'. Business
' Decision
:::r~ated
By
; gmark
. gmari<
I gmark
.'".1,thon:ecl
By
Efiec,1\'e
[:ate
E.~oirc1t1,:,n
Da!i:
_j

BLUE ROUTE SHEET - CITY MANAGER REVIEW/APPROVAL REQUIRED Originating
Department (OD): Electric
Date
Submitted: 8/25/2023 Return To: Ahcomb H. Phone Ext.: 2733 ------ - --- - OD: FILL OUT SECTIONS #1-#7 (FRONT) AND #1-#4 (BACK) BEFORE ROUTING (1) Document: Basa Inc. - Agreement for Services
[NAME OF DOCUMENT AND CONTRACTOR/OTHER PARTY]
(2) Indicate signature authority:
~ Service Agreements with a total taxable value of $250,000 or less ( exclusive of taxes and shipping) over a five-year period per Ordinance 2050 (CC Action - August 30, 2022) □ Miscellaneous Agreements including those that allow the use of the City name; rental agreements for City-owned property; licensing or conditional use agreements; confidentiality agreements; nondisclosure agreements; and partnership, cost sharing, in-kind and service agreements with other public or private entities per Resolution 6603 (CC Action - July 13, 1999)
□ Certificate of Acceptance for Designated Prope1ty Interests per Resolution 5600 (CC Action - May 28, 1991) □ Routine Police Agreements including the use of City facilities; off-duty officers; special events; hold harmless and indemnification agreements from third parties; and releases ofliability per Resolution 6000 (CC Action - April 4, 1995) □ Other:
(3) Cost impact: $100,000
------------------------------------ ----
( 4) Was this service budgeted for this fiscal year?
~ Yes
□ No. Ifno, please describe below how the department will fund this unbudgeted service and consult with department's assigned budget analyst to ensure that there is sufficient funding. (5) Is insurance compliant?
~ Yes, per attached EBIX printout. (Disregard #8)
□ No, this agreement requires Risk Management review. (Complete #8) □ NIA (i.e. Hold Harmless Agreements, Grant Funding, Indemnification language in lieu of insurance, etc.) (Disregard #8) (6) Is Notary needed?
(7)
(8)
(9)
(10)
□ Yes (Please tag Notary page)
~ No
Department head originating agreement:

RISK MANAGEMENT
Man uel Pineda (Aug 25. 202315:15 PDT)
MANUEL PINEDA, CIIlEF ELECTRJC UTILITY OFFICER
Please describe why contract does not require EBIX approval: _ _ Approved: __________________ _________ Date:
[RISK MANAGER]
CITY ATIORNE~-'SciQ
Approved as to for~- ,.._________ Date: )5-/'10)0]
GLENR. GOOGINS, CITY ATTORNEY/AUTHORJTY COUNSEL 'i)~\
· Assignment Number: 0.1'Q 2,":?.0
Reviewing Attom·ey's Initials: DB

CITY CLERK'S OFFICE
Attached: _-j __ 2 ____ original(s) ______ copy(ies)
'.\ Transmit the attached original / copy to contractor 1 0V; 5 \'(\ II '>( Fully executed original on file in City Clerk's Office cp Ii Date Processed by Clerk's Office: ______ (~~@~N ____ _
Page I of2

(1)

CITY MANAGER REQUIRED INFORMATION
Scope of Services: [BRIEFLY SUMMARIZE TIIE SCOPE OF WORK/PURPOSE OF DOCUMENT] To allow Hasa to provide and deliver Sodium Hypochlorite (12.5%) bulk chemicals to DVR per the te1ms and conditions in this Agreement and Request for Bids #13,2023, of the Bay Area Chemical Consortium (BACC). (2) Term of Agreement: September 1, 2023, to June 30, 2024 [START DATE AND END DATE OF THE AGREEMENT/DOCUMENT]
(3) VENDOR SELECTION INFORMATION: (Please reference the Procurement Guide on the City's Intranet Site.) Indicate Procurement Process:
□ Sole/Single Source (Please include justification memo with this form) ~ Purchase from other public agency or utilization of other public agency competitive process (Specify other agency competitive process or pre-negotiated contract, if applicable): Bay Area Chemical Consortium (BACC) comnetitive 2rocess Reguest for Bids (RFB) #13-2023.
□ Selection Process: Informal Request for Quotes with an estimated total taxable value greater than $15,000 and less than or equal to $100,000 (exclusive of taxes and shipping) over a five-year period, inclusive of any options to extend the agreement during the five-year period.
□ Selection Process: Informal Request for Quotes with an estimated total taxable value greater than $100,000 and less than or equal to $250,000 ( exclusive of taxes and shipping) over a five-year period, inclusive of any options to extend the agreement during the five-year period.
□ Selection Process: Formal Request for Proposals (RFP)/Statement of Qualifications (SOQ), or Request for Dids (RFB) with an estimated total taxable value of greater than $250,000 ( exclusive of taxes and shipping) over a fiveyear period, inclusive of any options to extend the agreement during the five-year period. □ Other (Specify): __
□ This contract requires prevailing wage compliance and registration with Department oflndustrial Relations. If this box is checked, attach proof of DIR registration.

Vendor Outreach Process: D Telephone D Email D Bid Notification System D Other: -- Briefly summarize the number of bids received and the basis for recommending this vendor for contract award:
(4) HISTORY:

Has the department retained the same contractor for similar services in last 5 years? ~ No. Ifno, no further information required.

D Yes. If yes, please complete the following section.

Term of Agreement:

ContractAmount: $---'--------------------------------

() 1·.
, Search
Insured Name
HASA, Inc. (S200005202) :[3]
HASA, Inc. (S200005202)
Active Records Only
Advance Search ]
Insured Tasks Admin Tools
View ,..

J.,J..r.. , Insured
I ~ , Notes
~ . History
◄ Deficiencies
~ 1 Coverages
* Requirements
Contract Screen
Add
Edit
Help
Welcome ahardwick
~ Home §I Insured Tasks §I View J.,J..r.. Insured
J.,J..r.. Insured
Name: HASA, Inc. A
Account Number: S200005202
Address: 23119 Drayton St, Santa Clarita, CA, 91350
Status: ComRliant with Waived Deficiencies.
' i
Insured
[ Insured History ] [ Print Insured Info
I Account Information
I
I
Account Number:

I Risk Type:
, Do Not Call:

Address Information
Mailing Address
Insured: I ,--
' Address 1:
------ ··- - --
S200005202
Exhibit C3 - Svc Contract >$50K-lncreased
Exposure
HASA, Inc.

Address Updated:

Physical Address
-· ----------------
23119 Drayton St
------- -----
--- -----
---1
I __ i ,
I
I
-- - -1
I
I
------- 1
t
I
------1
!
! -,

Video Tutorials
J Aaaress_ L'.:

City:

State:

Zip:
' Country:

Contract Information
Contract Number:

Contract Start Date:
, Contract Effective Date:
, Description of Services:

Contact Information
Contact Name:

Phone Number:

Fax Number:

E-Mail Address:

Approval Date:

Rush:

Contract on File:

Certificate Received:

Indemnification Agreement:

Tax Id:

Santa Clarita
CA
91350
- -- --- - ---- - ------ --- -- ---------
Contract End Date:

Contract Expiration Date:

Safety Form II: No
Christopher D. Cornish Misc:
6612595848 Alt Phone Number:
[email protected]
Yes
---· _I i
I
-1
---1
I --i
___ J
I
I
i
------ ·----------- ,
No
No
No
This Account created by c65 on 06/29/2023.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-451 Agenda Date: 5/13/2025

REPORT TO COUNCIL

SUBJECT
Action to reallocate Community Development Block Grant funds and to amend the Contribution Agreement with Riverwood Grove Associates to Increase the Not to Exceed Community Development Block Grant (CDBG) Funding Amount From $350,000 to $950,000.

BACKGROUND
On May 9, 2023, City Council approved the 2023/2024 Annual Action Plan (RTC# 23-181) which recommended Community Development Block Grant (CDBG) funding for Riverwood Grove apartments (also referred to as MidPen) for energy efficiency improvements in the amount of $350,000. The Riverwood Grove complex consists of 71 affordable rental apartments. The property manager is planning to eliminate gas usage at the property to conserve energy, reduce environmental impacts, and to improve indoor air quality for residents. This project helps address the City’s Consolidated Plan goals of Improvements to Affordable Housing for the benefit of low/moderate income residents. The project will help eliminate gas usage at the property by making upgrades to the electrical panel systems. This will facilitate switching major heating and cooling systems to electric. This upgrade has been requested by Riverwood Grove management to lower operating costs over time.

On August 27, 2024, City Council approved the Sobrato Family Living Center rehab project (RTC# 24 -612) for $843,000. This project was for bathroom, kitchen, windows and balcony rehabilitation. The project experienced delays and some tenants were not willing to temporarily relocate for the rehabilitation process. It became apparent that this project was not viable and that CDBG funds would need to be reallocated quickly. The agreement was not finalized, and staff looked where to pivot the money for timely spending.

Due to slow spending of CDBG funds, the Department of Housing and Urban Development (HUD) required the City to create a CDBG Timeliness Workout Plan. Staff prepared a spending plan, and HUD approved it December 2024. The Sobrato project was a large part of this spending plan. When it was determined that the Sobrato project was no longer viable, staff looked to move funds to another active affordable housing rehabilitation project. It was determined that the Riverwood Grove project was quickly moving forward and in need of more funding above the original $350,000. It is staff’s recommendation that an additional $600,000 be reallocated to the Riverwood Grove project from the Sobrato Family Living Center project. The remaining balance of $243,000 will be redirected to the NCIP home rehabilitation program.

DISCUSSION
The larger electrification project at Riverwood Grove includes two phases. The first phase involves upgrading electrical panels and the second phase involves replacing water heaters, HVAC, and other gas-powered equipment. Initially, Riverwood Grove Associates intended to use CDBG funds together with Silicon Valley Power (SVP) Public Benefit funds via a custom multifamily electrification City of Santa Clara Page 1 of 3 Printed on 5/9/2025
powered by Legistar™
25-451 Agenda Date: 5/13/2025
together with Silicon Valley Power (SVP) Public Benefit funds via a custom multifamily electrification pilot rebate program to complete phase one. By adding more CDBG funds to phase one for timely spending, SVP has agreed to apply the Public Benefit funds to phase two of the project.

In addition, the scope of work has increased to include a feeder upgrade. If the feeder is not upgraded concurrently with the sub-panel upgrade, it will incur additional costs. It is cost efficient to install these components at the same time. The proposed amendment to the Riverwood Grove Associates agreement is included as Attachment 1 and includes this increased scope of work.

The amount being added to this project exceeds the City Manager’s delegation of authority which is why this is being brought forward for City Council approval. Staff still recommends a delegation of authority to the City Manager to increase this contract amount if legitimate cost increases arise and if capital dollars from CDBG funds are available, although the need for additional funds beyond the proposed amendment is not expected. Any increase to this project budget would come from CDBG capital funds and would not reduce CDBG funding for public service programs.

Moving funds into this project is the most efficient way to spend accumulated CDBG capital dollars. It is critical that these funds are utilized quickly if the City is to achieve the spending goals in the CDBG Timeliness Workout Plan approved by HUD in December 2024.

ENVIRONMENTAL REVIEW
The action being considered qualifies as a Categorical Exemption per the California Environmental Quality Act (CEQA) section 15301 (e)(1), Existing Facilities in that the projects are limited to repairs and upgrades to systems serving existing residential units.

FISCAL IMPACT
This project will be funded using federal HUD CDBG entitlement funds. This project budget was carried over as part of the FY 2023/24 Budget Year-End Report, approved by the City Council on December 3, 2024.

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]>.

RECOMMENDATION

1. Determine the project to be exempt from the California Environmental Quality Act (CEQA) pursuant to the Categorical Exemption set forth in Section 15301 (e)(1) (improvements to Existing Facilities) in that the project is limited to repairs and upgrades to systems serving existing residential units;

2. Approve and authorize reallocation of six hundred thousand dollars ($600,000) of CDBG Funds from the Sobrato Family Living Center project to the Riverwood Grove apartments project;

3. Approve and authorize the City Manager to execute Amendment No. 1 to the Contribution City of Santa Clara Page 2 of 3 Printed on 5/9/2025
powered by Legistar™
25-451 Agenda Date: 5/13/2025
Agreement with Riverwood Grove Associates to increase the not to exceed CDBG Funding Amount From $350,000 to $950,000 and repeal and replace Exhibits A, B, H, I and J, on the terms presented, in final forms approved by the City Attorney;

4. Authorize the City Manager to execute other necessary documents to effectuate this amendment, including the reconveyance of the original deed of trust for $350,000 after execution of the new promissory note and deed of trust for $950,000; and

5. Delegate authority to the City Manager to amend the Contribution Agreement with Riverwood Grove Associates to increase the not to exceed contract amount by up to $250,000 if City staff approved project cost increases arise, and if CDBG capital funds are available in final forms approved by the City Attorney.

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

ATTACHMENTS

1. Amendment No. 1 to Riverwood Grove Agreement

2. Riverwood Grove Associates Agreement
City of Santa Clara Page 3 of 3 Printed on 5/9/2025
powered by Legistar™
Amendment No. 1 to Riverwood CIP Agreement 1
Revised 10/25/19
Ebix Insurance No. S200005214
AMENDMENT NO. 1

TO THE CONTRIBUTION AGREEMENT

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

RIVERWOOD GROVE ASSOCIATES

PREAMBLE
This Amendment No. 1 to the Contribution Agreement [Riverwood Grove] (“Amendment”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”), and Riverwood Grove Associates, a California limited partnership, (“Organization”). City and Organization may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Contribution Agreement by and Between the City of Santa Clara, California and Riverwood Grove Associates,” dated May 7, 2024 (“Original Agreement”).

B. The Original Agreement provided for City funding of an electrical panel upgrade at the 71-unit Riverwood Grove affordable housing project (“Project”) using not to exceed $350,000 of Community Development Block Grant (“CDBG”) funds.

C. The Parties now wish to amend the Original Agreement to add Six Hundred Thousand Dollars ($600,000) in additional CDBG funds to the budget, extend the term of the agreement, and extend the property affordability restrictions.

NOW, THEREFORE, inconsideration of the above recitals, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “Funding and Appropriations” is amended to increase the “not to exceed” amount of CDBG funds available for contribution to the Organization from THREE HUNDRED FIFTY THOUSAND DOLLARS (350,000) to NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000). All other provisions In Section 3 shall remain the same.

2. Section 3 of the Agreement, entitled “Term of Agreement” is amended to read as follows:

Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of Amendment No. 1 to Riverwood CIP Agreement 2
Revised 10/25/19
this Agreement shall begin on May 7, 2024 and will terminate on September 30, 2025.

The City reserves the right at its sole discretion, and subject to funding and City Council appropriation, to extend the term of this Agreement for one (1) additional one-year term (“Renewal Term”).

3. Section 4.A of the Agreement, entitled “Property Affordability Restrictions” is amended to increase the affordability covenant period from 10 years to 15 years.

The amended provision shall now read in full as follows:

A. Use Restriction.

The Organization must execute the 15-year use agreement, attached hereto as Exhibit H (the “Affordability Restriction Agreement”), restricting the affordability of the property where the Project is located. The Affordability Restriction Agreement shall impose restrictions commencing on the completion of the work described in the Scope of Work and terminating on the 15 th
anniversary of the date the Notice of Project Completion was recorded. The Organization agrees to record the Affordability Restriction Agreement against the property where the Project is located upon written request of City.

The Organization agrees that improvements shall be used to benefit lowincome persons. The Organization agrees to maintain affordability restrictions in accordance with all applicable CDBG program requirements for the term of this Affordability Restriction. The Grant Award is conditioned upon the Organization maintaining the Affordability period not less than fifteen (15) years after the completion of the work described in the Scope of Work.

The Organization hereby warrants, represents, and agrees that it shall not interfere with, terminate, or otherwise discontinue CDBG use during the term of this Affordability Period. If the Organization terminates or otherwise suspends the CDBG use during the fifteen (15) years of the term of the Affordability Period, the Organization agrees it shall be immediately obligated to refund to the City all of the Grant funds awarded unless the City and the Organization otherwise agree in writing. If the Organization terminates or otherwise suspends the CDBG Use between the sixth (6
th) and the fifteenth
(15
th) year of the Affordability Period, the Organization agrees it shall be immediately obligated to refund to the City a pro-rated portion of the Grant Award funds unless the City and the Organization otherwise agree in writing.

4. Exhibit A titled “ Scope Of Work And Performance Requirements” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit A attached hereto.

Amendment No. 1 to Riverwood CIP Agreement 3
Revised 10/25/19

5. Exhibit B titled “Budget Summary And Payment Requirements” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit B attached hereto.

6. Exhibit H titled “Affordability Restriction Agreement” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit H attached hereto.

7. Exhibit I titled “Promissory Note Secured By Deed Of Trust” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit I attached hereto.

8. Exhibit J titled “Deed Of Trust” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit J attached hereto.

Original Deed of Trust will be reconveyed and replaced by the new Exhibit J.

9. Except as set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. In case of a conflict in the terms of the Original Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

SIGNATURE(S) TO FOLLOW
Amendment No. 1 to Riverwood CIP Agreement 1
Revised 10/25/19

SIGNATURE PAGE
TO AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT
[River Grove]
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the 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”

RIVERWOOD GROVE ASSOCIATES,
a California Limited Partnership
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation,
Its General Partner
Dated:

By (Signature):

Name: Michel J. Vergura
Title: Assistant Secretary
Principal Place of
Business Address:
303 Vintage Park Drive
Foster City, California 94404
Email Address: [email protected]
Telephone: 650-356-2988
“ORGANIZATION”
Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19
AMENDMENT NO. 1

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT A

SCOPE OF WORK AND PERFORMANCE REQUIREMENTS
[Revised per Amendment No. 1]

1.01 Purpose of Project
Organization shall implement this Agreement in accordance with the applicable provisions of Title I of the Housing and Community Development Act of 1990, as amended, the federal regulations as set forth in 24 CFR Part 570, written interpretations, or requirements by the Department of Housing and Urban Development (HUD), and all other rules and regulations pertaining thereto. All these elements shall be collectively called “CDBG".

The nature of the project is such, that a detailed scope entailed communication with an electrical consultant, energy consultant, and Silicon Valley Powers (the utility provider) before the scope was finalized for electrical panel upgrade work.

Scope of Work
The electrical consultant has worked closely with the Energy Consultant, Mid-Pen Project Manager and Construction Manager to establish a detailed scope of work for the construction scope. To enhance cost-effectiveness, in addition to the sub-panel upgrade work, the feeder upgrade was added to the scope. If the feeder is not upgraded concurrently with the sub-panel upgrade, it will incur additional costs. This is because the future installation of the feeder will necessitate the removal of the newly installed sub-panels to install and terminate the new feeders, thereby duplicating the labor involved in the sub-panel replacement.

The final scope of work consists of the following:

1. Installation of replacement 125 Amp rated/ 30 space sub-panels in each unit (71 total units). Sub panels shall be 25-Amp rated; 120/240v Rated Single Phase, Three Wire; Copper bus; 30 spaces; MLO; 10,000 AIC; Lugs capable for up to #2/0 aluminum; Flush mounted, indoor rated. Breakers are to be replaced like for like for all existing.

Lighting and receptacle circuits to be replaced with AFCI protection.

Contractor to confirm exact quantities per unit type. GFCI protection is on the outlets and is not to be modified in the panel schedule. Install panel such that the top of the top breaker is not higher than 48” AFF.

Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19

2. Provide the following breakers for future all-electric renovation: (1) 40A/2 stove (GFCI) and (1) 30A/2 heat pump water heater. Adequate breaker space shall remain unused and available for a future breaker for a heat pump space heater (likely 15A/2 or 20A/2). The breaker for the future heat pump space heater is not required in this Scope of Work. New branch circuits are not required in this Scope of Work.

3. Installation of the new 125A#02/0 AL SER feeders from the main panels at each building to the new sub-panels in each unit. The 60A/2 main panel breakers feeding the apartment sub panels are to remain and will be replaced in the future.

4. Surface mount for the new feeders acceptable in the private garages in Buildings 2, Building 3, and Building 4. The new feeders are to be run in the wall cavity and/or the stucco wall on the exterior of the maintenance shop from meter main to the units in Building 5.

5. Trenching, exterior conduit feeds, penetrations in the parking garage ceiling, and modifications or replacements of raceways/wire racks, as needed for the new feeders, from the meter main to the units in Building 1.

6. Ceilings and walls will be opened to accommodate the new feeder installation inside the units as needed. Wall studs, backing, nail protection, strapping, Drywall repairs, texture, and painting inside the units. Owner to provide the paint color codes and contractor to purchase/provide paint product.

1.02 Location of Project
Unless otherwise indicated, the Project specified below will be offered at the following location:

Site Name Site Address
Riverwood Grove 2150 Tasman Drive
Santa Clara, CA 95054

1.03 Project National Objective and Eligibility
All activities funded with CDBG funds must meet one of the CDBG program’s National Objectives: benefit low- and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR § 570.208.

1.04 HUD Objectives and HUD Outcomes
Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19
The Organization certifies that the activity(ies) carried out under this Agreement will Create Suitable Living Environments by meeting the Consolidated Plan Goal of Providing Decent Housing for low-income households.

Matrix Code 14B Rehab: Multi-Unit Residential
National Objective Benefit to low-moderate income (LMI) persons Accomplishment type 10 Housing
HUD Objective Provide decent housing
HUD Outcome Create Suitable Living Environments
Project meets the National Objective of benefiting low- and moderate-income persons.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19

1.05 Project Timeline.

The timeline below constitutes the measurable goals by which Project performance will be evaluated. Activities are identified for each type of Project Identify target dates (month/year) for all items that apply to the Project. If an activity is already completed, write the date (month/year) that it was completed.

Work Phase Completion Date
Pre-Development Phase.

Complete Environmental Review process 3/30/2024
Complete/submit the draft of the Electrical Plan
and Project Specifications to City for review and
approval
12/19/2024
Obtain necessary permits 02/03/2025
Constructions Phase.

Prepare Bid Package for construction 07/26/2024
Provide Prevailing Wage Decision for bid package 09/25/2024 Place a short advertise for bids in newspapers (at
least 21 days before bid opening)
09/25/2024
Pre-Bid Conference or Walk-Thru (Mandatory) 10/07/2024
Bid opening 10/24/2024
Select the Bidder/Award of Contract by Ratification
of the Board
12/03/2024
Pre-Construction meeting (Mandatory for parties
involved)
12/06/2024
Complete Construction Contract (AIA Agreement) 12/18/2024 Sign Contract (AIA Agreement) 12/18/2024
Issue Notice to Award/Proceed 12/18/2024
Begin construction 02/10/2025
Final Inspection / Punch list 05/12/2025
Finish construction 05/19/2025
Unconditional Lien Release for final payment (copy
for city record)
05/30/2025
Issue and Record the Notice of Acceptance or
Notice of project completion
06/30/2025
Submit Final Payment and release 10% Retention 07/30/2025 Closeout Project
(Submit all project required documents for record)
09/15/2025
Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19

1.06 Project Implementation.

Organization shall have full responsibility to procure and to monitor the performance of contractors and subcontractors hired, with technical assistance provided by the City as needed, subject to the following requirements:
1) Organization or Organization’s representative shall describe its method of procuring contractors. This procurement plan shall be subject to written approval by City.
2) Organization shall prepare a scope of work, describing the various development and construction activities to be undertaken. This scope of work shall be approved, in writing, by City, before any financial commitments to contractors are entered into by Organization. The scope of work described in Section 1.01 is hereby deemed approved by City. 3) Organization shall develop bid/proposal documents for all contractors.

These documents shall be approved by the City, in writing, prior to public release.
4) Organization shall obtain required permits and plan approvals before undertaking any construction work.
5) The City shall comply with state prevailing wage reporting requirements.

Contractors and subcontractors shall be registered with the Department of Industrial Relations (DIR) prior to submitting any bid documents.

1.07 Reporting Requirements.

On a format prescribed by the City, the Organization must submit the following reports:
1) Monthly Status Reports. At the end of each month during the construction phase, Organization shall provide the Project Status Report to the Housing and Community Services Division until the Project completes.
2) Reporting Schedule. All required reports shall be submitted no later than fifteen (15) calendar days after the end of the reporting quarter. 3) Annual Report. At the end of each fiscal year during the 15-year Affordability Period, Organization shall submit an Annual Report that certifies clients benefiting from services provided on-site continue to be Low- and Moderate-Income persons.

Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19
4) Unduplicated Participants. For purposes of this Agreement, UNDUPLICATED PARTICIPANTS shall be defined as participants who receives more than one service offered by this project, and at least once a year but who may not be counted more than once in that year.

Organization shall retain records documenting eligibility. Such records shall include family size, total household income, gender head of household, race, ethnic and disability data.

Goal TOTAL
# Households served after project completion 70 Households per year

1.08 Cost Reimbursement.

Project will be reimbursed based upon the percentage of work completed on approved invoices submitted pursuant to this Agreement. Requests for reimbursement will be made on a form and in manner prescribed by the City under provisions as set forth in EXHIBIT B, entitled “Budget Summary and Payments Requirements”.

1.09 Project Closeout Procedure / Documents Required for Backup Organization will ensure that the following documentation is provided to the City in a timely manner:
1) Proof of MBE/WBE outreach (copy of newspaper ads of Notice to Bidder) 2) Copy of Bid Package
3) Copy of all submitted Proposals from bidders
4) List of Subcontractors
5) Copy of Construction Agreement between City and GC
6) Proof of Pre-construction meeting (copy of agenda & signing sheet) 7) Copy of Notice to Proceed.
8) Copy of MBE/WBE Form (HUD 2516).
9) Copy of Section 3 Labor Hours.
10) Final Design Letter Certification, if applicable.
11) Construction Insurance Closure Notice.
12) Unconditional Lien Release for Final Payment from GF & Subcontractors 13) Before, Progress and Post Photos with Brief Description 14) Occupancy Certificate/Permit Signed-off
15) Copy of Recorded Notice of Completion Report.
16) Final Activity Report: The report will include a summary of what the project accomplished and the results of the project benefits Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19
AMENDMENT NO. 1

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT B

BUDGET SUMMARY AND PAYMENT REQUIREMENTS
[Revised per Amendment No. 1]

1.01 Budget Summary.

BUDGET CATERGORY CDBG
Request
Other
Funds
Total
Project
Cost
Predevelopment Costs
Environmental Review Assessment 0.00 0.00 0.00
Planning Design, or Architectures Costs 24,495.00 0.00 24,495.00 Permits Fees 20,000.00 0.00 20,000.00
Construction Manager costs 56,925.00 0.00 56,925.00
Admin costs 0.00 0.00 0.00
SUBTOTAL 101,420.00 0.00 101,420.00
Construction Costs
Construction Materials Costs 187,787.82 $187,787.82
Primary Construction Cost 450,114.02 0.00 450,114.02
General Construction Costs 13,400.00 0.00 13,400.00
Other Construction Costs 102,903.16 0.00 102,903.16
SUBTOTAL 754,205.00 0.00 754,205.00
Admin & Project Delivery Costs
(up to 20% of project total including
contingency)

0.00 Staffing 0.00 0.00 0.00
Consultants 19,130.00 0.00 19,130.00
Contingency 75,245.00 0.00 75,245.00
Addendum 2 0.00
SUBTOTAL 94,375.00 0.00 94,375.00
TOTAL PROJECT COSTS 950,000.00 0.00 950,000.00
Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19
*Attach one-page listing construction components included in the Primary Construction and/or elements included in the Other Construction category (physical improvement projects only).
**Federally funded projects must meet all ADA requirements.

1.02 Payments Process.
1) City agrees to reimburse Organization for the expenses incurred as set forth in this Agreement in an amount of money not to exceed the amount set forth in this Agreement. Such sum shall be expended and paid by City to Organization on a reimbursement basis for expenses actually incurred and paid by Organization during the term of this Agreement for the cost categories appearing in EXHIBIT B, as described in subsection B below.
2) Payments to Organization shall be made within thirty (30) days of:
a. Receipt by City of statement or statements in a form approved by City specifying in detail the costs incurred by and paid by Organization during the month for which payment is requested; and,
b. Documents evidencing these costs, including but not limited to, paid invoices, and the determination by City, in its sole discretion, that expenses for which Organization seeks reimbursement can properly be paid under this Agreement and such statement(s) and supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by Organization. In making such determination, City may, but need not, rely upon the certification by Organization that the items appearing on said statement and supporting documents are eligible items for reimbursement under this Agreement. Such determination by City shall in no way constitute a waiver by City of its right to recover from Organization the amount of money paid to
Organization on any items which is not eligible for payment under this Agreement.

Amendment No. 1 to Riverwood CIP Agreement Exhibit H 1
Revised 10/25/19

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT H

AFFORDABILITY RESTRICTION AGREEMENT
[Revised per Amendment No. 1]
This Use Agreement and Covenant (“Covenant”) is entered by Riverwood Grove Associates(“Owner”) for the benefit of the City of Santa Clara (“City”) on the terms and conditions set forth below.

RECITALS
A. Owner owns certain real property located at 2150 Tasman Drive in the City of Santa Clara, County of Santa Clara, State of California, as more particularly described in the attached ATTACHMENT A (“Property Description”).

B. Pursuant to the Contribution Agreement between City and Owner, also referred to as Grant Agreement CDI-23-C02, as amended, which terminates fifteen (15) years from the recorded date of the Notice of Project Completion, the City has made a grant of Community Development Block Grant (“CDBG”) funds (the “Grant Award”) to the Owner for Improvements (as defined in Section 1 below) to the Property.

C. On June 11, 2024, City and Owner entered into an Affordability Restriction Agreement expiring on the 10th anniversary of the date of the Grant Award (“Prior Covenant”).

D. Pursuant to 24 CFR 570.208, activities funded with grants of CDBG funds must meet one of the CDBG program’s three broad National Objectives: benefit lowand moderate-income households, aid in the prevention or elimination of slums or blight conditions or meet community development needs having a particular urgency.

Amendment No. 1 to Riverwood CIP Agreement Exhibit H 2
Revised 10/25/19
E. The National Objective to benefit low- and moderate-income persons may be met by an activity that benefits a limited clientele, at least 51 percent of whom are lowand moderate-income persons (“Limited Clientele”).

F. Pursuant to 24 CFR 570.505, where CDBG funds in excess of $25,000 are used to acquire or improve a grantee’s property, or portion thereof, that property must be used to meet the National Objective for a period of five (5) years after the grant expires. The City is extending to a total of fifteen (15) years after the grant expires.

G. Consistent with 2 CFR 200 and 24 CFR 570.502, 570.503, and 570.505, as applicable, and as a condition of disbursement of CDBG funds, the Owner is required to maintain the Improvements and to maintain the intended use on the Property as described herein.

H. As a condition of the Grant Award, the City has required the Owner to execute and record a deed of trust with assignment of rents, including exhibits thereto, which incorporate by reference this Affordability Restriction Agreement requiring the maintenance of this use against the Property.

NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the Owner agrees as follows:

1. TERMINATION OF AFFORDABILITY RESTRICTION AGREEMENT.

Upon the effectiveness of this Covenant, the Prior Covenant shall terminate and be of no further force and effect and shall be superseded and replaced in its entirety by this Covenant.

2. IMPROVEMENTS
Pursuant to the Grant Award, the City of Santa Clara has made available CDBG funds for the following improvements on the Property: Upgrading main and subelectrical panels on the property.

3. USE COVENANT
The Owner agrees that Improvements shall be used in accordance with their planned use (i.e., improvements to an affordable multi-family residential development with incomes at or below 80% AMI) (collectively, the “CDBG Use”) Amendment No. 1 to Riverwood CIP Agreement Exhibit H 3
Revised 10/25/19
for the duration of the term of this Covenant. Owner agrees to maintain the CDBG Use in accordance with all applicable CDBG program requirements for the term of this Covenant. The Grant Award is conditioned upon the Owner maintaining the CDBG Use for a period not less than fifteen (15) years.

Owner hereby warrants, represents, and agrees that it shall not interfere with, terminate, or otherwise discontinue the CDBG Use during the term of this Covenant. If the Owner terminates or otherwise suspends the CDBG Use during the first five (5) years of the term of this Covenant, the Owner agrees it shall be immediately obligated to refund to the City all of the Grant Award funds, unless the City and the Owner otherwise agree in writing. If the Owner terminates or otherwise suspends the CDBG Use between the sixth (6th) and the fifteenth (15th) years of the Term, the Owner agrees it shall be immediately obligated to refund to the CITY a pro-rated portion of the Grant Award funds unless the City and the Owner otherwise agree in writing.

4. TERM
This Covenant shall expire on the termination date of the Affordability Restriction Agreement, which is fifteen (15) years from the date the Notice of Project Completion is recorded. The Covenant shall inure to the benefit of the City and the U.S. Department of Housing and Urban Development (“HUD”).

5. MAINTENANCE COVENANT
The Owner shall maintain the Improvements and the portion of the Property where they are located consistent with CDBG rules, The Owner shall not make or allow any changes thereto that would prevent the use of Improvements for the activities described in Section 3. On an annual basis, the Owner shall submit to the City a certificate of self-insurance or other proof of adequate property insurance.

6. RUNS WITH THE LAND
The Owner hereby declares its understanding and intent that:
(i) The covenants and restrictions contained herein shall be construed as covenants running with the land pursuant to California Civil Code section Amendment No. 1 to Riverwood CIP Agreement Exhibit H 4
Revised 10/25/19
1468 and not as conditions which might result in forfeiture of title by Owner; and,
(ii) The burden of the covenants and restrictions set forth in this Covenant touch and concern the interest in the Property in that the Owner’s legal interest in the Property; and,
(iii) The benefit of the covenants and restrictions set forth in this Covenant touch and concern the Property by enhancing and increasing the enjoyment and use of the Property by low and moderate-income residents of the community, the intended beneficiaries of such covenants and restrictions.

All covenants and restrictions contained herein without regard to technical classification or designation shall be binding upon the Owner and its successors in interest for the benefit of the city, and such covenants and restrictions shall run in favor of such the City for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate.

7. NON-DISCRIMINATION
The Grant Award is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared, or improved with assistance provided under the Grant Award, the Owner shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin, in the sale, lease or rental, or in tire use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants.

8. REMEDIES
In the event of any breach of any of the covenants or restrictions set forth herein (a ‘''Default”), the City shall have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other real property Amendment No. 1 to Riverwood CIP Agreement Exhibit H 5
Revised 10/25/19
proceeding. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to enforce the provisions hereof in the future for any continuing or new breach or violation of any of the covenants or restrictions contained in this Covenant. All rights and remedies, including without limitation, any action to obtain repayment of the Grant Award, of any party legally entitled to enforce this Covenant, shall be cumulative and the exercise of any such right or remedy shall not impair or prejudice and shall not be a waiver of the right to exercise any other such rights and remedies.

9. NOTICES
Any notice or submittal required or permitted to be given to the City under this Covenant shall be in writing and personally served or sent by U.S. Mail, postage prepaid, addressed as follows:

To City: City of Santa Clara
c/o Housing and Community Services
1500 Warburton Avenue
Santa Clara, CA 95050

10.RECITALS AND EXHIBITS
Attachment A: For Exhibit H – Property Legal Description The above recitals and the attached exhibits are hereby incorporated and made a part of this Covenant.

Amendment No. 1 to Riverwood CIP Agreement Exhibit H 6
Revised 10/25/19
Attachment A
(For Exhibit H-Use Agreement)
Property Legal Description
Owner Name: RIVERWOOD GROVE ASSOCIATES
The land referred to is situated in the County of Santa Clara, City of Santa Clara, State of California, and is described as follows:

PARCEL 1, so designated and delineated on the Parcel Map recorded February 22, 2001, in Book
737 of Maps, Pages 19 and 20, Santa Clara County Records.

APN: 097-05-108

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Amendment No. 1 to Riverwood CIP Agreement Exhibit H 7
Revised 10/25/19
IN WITNESS WHERE OF, the Organization has executed this Covenant as of the date below
OWNER/ORGANIZATION:

RIVERWOOD GROVE ASSOCIATES,
a California non-profit corporation
By: MP Santa Clara Inc.

A California non-profit public benefit corporation,
Its General Partner
__________
By: Micheal J. Vergura
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: ________________
Amendment No. 1 to Riverwood CIP Agreement Exhibit I 1
Rev. 10/25/2019
AMENDMENT No. 1

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT I

PROMISSORY NOTE

SECURED BY DEED OF TRUST
[Revised per Amendment No. 1]
Riverwood Grove Energy Improvements Project
$950,000 Santa Clara, California
____________, 2025
FOR VALUE RECEIVED, the undersigned, RIVERWOOD GROVE ASSOCIATES, a California nonprofit corporation (“Owner”) promises to pay to the CITY OF SANTA CLARA, a Chartered California Municipal Corporation, (the “City”) at 1500 Warburton Avenue, Santa Clara, CA 95050, or such other place as the City may from time to time designate in writing, the principal sum of NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000).

This Note, along with the agreement by and between the City of Santa Clara and RIVERWOOD GROVE ASSOCIATES, to carry out Riverwood Grove Energy Improvements for the 2023- 24 program year, as may be amended from time to time, (the “Grant Agreement”), is secured by a deed of trust with assignment of rents of even date herewith to be recorded in the Official Records of the City of Santa Clara (“Deed of Trust”) which encumbers the Property (APN 097-05-108) located at 2150 Tasman Drive, in the City of Santa Clara, as more particularly described in Exhibit A to the Deed of Trust.

In addition to this Note, the terms and conditions of the indebtedness evidenced by this Note are set forth in the Deed of Trust, and the Grant Agreement (collectively the “Grant Documents”). Except where expressly stated otherwise, if there is any conflict between this Note, on the one hand, and the Grant Documents, on the other, this Note shall control.

1. Interest. The principal sum of this Note shall not accrue interest.

2. Payment. The entire unpaid balance of principal and interest shall be due and payable in the event of a default under the Grant Documents occurring by the Fifteenth Anniversary of the recordation of the Deed of Trust, or as extended by an amendment to the Agreement. If such a default has not occurred by this date, the Loan shall convert to a grant, Amendment No. 1 to Riverwood CIP Agreement Exhibit I 2
Rev. 10/25/2019
the Owner shall be entitled to request a reconveyance of the Deed of Trust and cancellation of this Note. After the reconveyance of the Deed of Trust, the Owner shall have no further obligation under the Grant Documents.

BORROWER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE ENTIRE

PRINCIPAL SUM OF THE PROMISSORY NOTE MAY BE UNPAID AND DUE AND PAYABLE ON THE MATURITY DATE.

3. Acceleration of Obligation

3.1 All unpaid principal, plus any applicable fees or charges due under this Note, or the Grant Documents, shall, at the option of the City, be immediately due and payable, time being of the essence, if during the term of this Note there occurs any of the following:
(a) The violation by Borrower of any covenant or provision required to be performed by Borrower under the terms
of this Note, or the Grant Documents, or the occurrence of any event of default under any of such documents; or (b) The voluntary or involuntary (including by operation of law), sale, transfer, lease, pledge, encumbrance,
creation of a security interest in, or otherwise
hypothecation or alienation of all or any part of the
security secured by the Deed of Trust ("Security"),
without City's prior written consent, except as allowed in the Deed of Trust. The consent by the City to any sale, transfer, lease, pledge, encumbrance, creation of a
security interest in, or other hypothecation of: the Security shall not be deemed to constitute a novation or a consent to any further sale, transfer, lease, pledge encumbrance, creation of a security interest in or other hypothecation of, the Security without notice to and consent by the City. The City may, at its option, declare the indebtedness
secured hereby immediately due and payable without
notice to the Owner or any other person or entity (except as provided herein), upon all such safe, transfer, lease, pledge, encumbrance, creation of a security interest in, or other hypothecation or alienation in violation hereof.

Without the written consent of the City, no sale, transfer, lease, pledge encumbrance, creation of security interest in, or other hypothecation of, the Security shall relieve or release the Owner from primary liability under the Deed of Trust or this Note, as the case may be. As used in this Section 3.1(b) the term "transfer" includes, without
limitation, the following transactions:

Amendment No. 1 to Riverwood CIP Agreement Exhibit I 3
Rev. 10/25/2019
(i) Any total or partial sale, assignment or conveyance, or creation of any trust or power, or any transfer in
any other mode or form with respect to the Security
or any paid thereof or any interest therein, or any
contract or agreement to do the same; and,
(ii) The cumulative transfer of more than ten percent
(10%) of the capital stock, partnership profit and
loss interest, or other form of interest in Owner;
and,
(iii) any merger, consolidation, sale or lease of all or substantially all of the assets of the Owner.
(c) Owner defaults under any of the other deeds of trust that encumber the Property.

3.2 From and after the time at which City has the right to accelerate the repayment of this Note pursuant to Section 3.1 above, the entire principal sum of this Note shall automatically bear a maximum interest rate permitted by Section l (2) of Article XV of the California Constitution ("Default Rate").

3.3 Borrower shall have the right but not the obligation to prepay, without penalty, at any time all or any portion of the outstanding principal balance of this Note.

3.4 Notwithstanding any agreements between Borrower and City, in no event shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by the usury laws of the State of California. Any such payments that are determined to exceed applicable usury rates, shall be deemed a payment of principal.

4. Waiver by Owner. Owner, any endorser of this Note, and all others who may become liable for all or any part of the obligations evidenced by this Note hereby severally waive demand, presentment for payment, demand and protest, notice of protest, demand and dishonor and non-payment and consent to any number of renewals or extensions of time hereof. Any such renewals or extensions may be made without notice to any of said parties and without affecting their liability. The pleading of any statute of limitations as a defense to any demand against the Owner is expressly waived by Owner.

5. Other Encumbrances.

5.1 Subject to the terms of the Deed ofTrust which, in this case, shall control over the Note, Borrower shall not further encumber, mortgage, or Amendment No. 1 to Riverwood CIP Agreement Exhibit I 4
Rev. 10/25/2019
subject the Property or any interest therein to a Deed of Trust without the prior written consent of the City.

5.2 Except for the existing Deed of Trust recorded against the Property, unless the City shall expressly agree otherwise in writing, all mortgage and Deed of Trust documents affecting the Property shall provide that in the event of any default or breach by the Borrower under any mortgage or Financing Statement other than the Deed of Trust entitling any party thereunder to accelerate the indebtedness secured thereby and foreclose upon the Property or any interest therein, the City may, at its option, (a) cure the default prior to the completion of any foreclosure and reinstate the mortgage Deed of Trust, or (b) pay the total unpaid indebtedness secured by such mortgage or Deed of Trust, in which event such mortgage or Deed of Trust shall be released. Amounts expended by the City under this paragraph shall be reimbursed by Borrower upon demand of the City therefor, and, in the event, shall bear interest at the maximum rate permitted by Section 1(2) of Article XV of the California Constitution from the date advanced by the City until paid in full. All such amounts (including such interest) shall be added to the principal of this Note. The approval by Borrower of any mortgage or Deed of Trust documents, and the placing of a security interest therefor on the Property or any portion thereof, not containing the provisions required by this Paragraph 5 shall constitute a default under this Note.

6. Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder.

7. Purpose of Agreement. It is the intent of the parties that the relationship evidenced by this Note shall be deemed to be one of debtor/creditor, and not of partnership or joint venture.

8. Waiver by City. Any failure of the City or other holder to exercise any rights hereunder shall not constitute a waiver of the rights to the later exercise thereof.

9. Amendment. This Note may not be changed, amended or modified orally.

10. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.

11. Binding on Successors. The terms of this Note shall apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees, devisees, administrators, executors, personal representatives, successors, and assigns. Whenever used, the words "Owner", “Grantee”, “Organization” and “Trustor” shall be deemed to include the respective heirs, legatees, devisees, administrators, executors, Amendment No. 1 to Riverwood CIP Agreement Exhibit I 5
Rev. 10/25/2019
personal representatives, successors, and assigns of Maker and Holder.

12. No Individual Liability. Notwithstanding any provisions of this Note or the Grant Documents to the contrary, no director, officer, employee, shareholder, or other individual associated with the Owner shall have any personal liability under this Note or the Grant Documents, it being the intention of the patties that such liability is imposed solely on the corporate entity which comprises the Owner.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
[SIGNATURE(S) TO FOLLOW]
Amendment No. 1 to Riverwood CIP Agreement Exhibit I 6
Rev. 10/25/2019
IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

RIVERWOOD GROVE ASSOCIATES
a California non-profit corporation
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation
Its General Partner
____________________________________
By: Micheal J. Vergura
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: _________________
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 1
Rev. 10/25/2019

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT J

DEED OF TRUST
[Revised per Amendment No. 1]

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
[DEED OF TRUST TO FOLLOW]
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 2
Rev. 10/25/2019

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
Name: City Clerk’s Office
Street Address: 1500 Warburton Avenue
City & State: Santa Clara, California
Zip Code: 95050
Order No.: __________________________
Parcel No.: __________________________
REC
RMF
MICRO
RTCF
LIEN
SMPF
PCOR
SPACE ABOVE THIS LINE FOR THE RECORDER’S USE
TO BE RECORDED WITHOUT FEE FOR GOVERNMENT CODE SELECTIONS 6103 AND 27383

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
This DEED OF TRUST made this ____ day of __________, 2025 between RIVERWOOD GROVE ASSOCIATES, a California nonprofit corporation, herein called Trustor, whose address is 2150 Tasman Drive, Santa Clara, CA 95050, the City of Santa Clara, herein called Trustee, and the CITY OF SANTA CLARA, herein called Beneficiary.

Witnessed: That Trustor irrevocably grants, transfer and assigns to Trustee in Trust, with Power of Sale, that Property located at 2150 Tasman Drive, Santa Clara, CA 95054 in the City of Santa Clara, County of Santa Clara, California, more particularly described as in EXHIBIT A Legal Description, attached hereto and incorporated herein.

If the Trustor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the beneficiary being first had and obtained, beneficiary shall have the right, at its option, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.

TOGETHER WITH the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.

For the Purpose of Securing (1) payment of the sum of ($950,000.00) according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein or reciting it is so secured; (3) Amendment No. 1 to Riverwood CIP Agreement Exhibit J 3
Rev. 10/25/2019
Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY BOOK PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 166 1307 Siskiyou 506 762 Amador 133 438 Lassen 192 367 Riverside 3788 347 Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 71-10-26 615 Sonoma 2067 427 Calaveras 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Colusa 323 391 Marin 1849 122 San Bernardino 6213 768 Sutter 655 585 Contra Costa 4684 1 Mariposa 90 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Juaquin 2855 283 Trinity 108 595 El Dorado 704 635 Merced 1660 753 San Luis Obispo 1311 137 Tulare 2530 108 Fresno 5052 623 Modoc 191 93 San Mateo 4788 175 Tuolumne 177 160 Glenn 469 76 Mono 69 302 Santa Barbara 2065 881 Ventura 2607 237 Humboldt 801 83 Monterey 357 239 Santa Clara 6626 664 Yolo 769 16 Imperial 1189 701 Napa 704 742 Santa Cruz 1638 607 Yuba 398 693 Inyo 165 672 Nevada 363 94 Shasta 800 633
Kern 3756 690 Orange 7182 18 San Diego SERIES 5 Book 1964, Page 149774 Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties are printed on the reverse side hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by laws.

The foregoing assignment of rents is absolute unless initiated here, in which case, the assignment serves as additional security.

BY SIGNING BELOW, the Trustor accepts and agrees to the terms and covenants contained in this Security Instrument (including those provisions of the Fictitious Deed of Trust that are incorporated by reference) and in the Rider executed by Trustor and attached hereto as EXHIBIT B and incorporated hereby.

The undersigned Trustor requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at this address hereinbefore set forth.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
[SIGNATURE(S) TO FOLLOW]
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 4
Rev. 10/25/2019
IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

RIVERWOOD GROVE ASSOCIATES,
a California non-profit corporation
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation
Its General Partner
By ____________________________________
Print Name: Micheal J. Vergura
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: _________________
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 5
Rev. 10/25/2019

NOTARY PAGE TO BE ADDED HERE
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 6
Rev. 10/25/2019
The following is a copy of provisions (1) to (14) inclusive, of the fictitious Deed of Trust, recorded in each county in California, as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.

A. To Protect the Security of This Deed of Trust, Trustor Agrees:
(1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefore; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumeration herein not excluding the general.
(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or Beneficiary may apply other insurance policy upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten days before delinquency all taxes and assessments affecting said properly, including assessments on appurtenant water stock; when due, all encumbrances, charges, and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.
(5) Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any in cumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; Amendment No. 1 to Riverwood CIP Agreement Exhibit J 7
Rev. 10/25/2019
and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.

B. It is mutually agreed:
(1) That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not, waive his right either to require prompt payment when due of all other sums so secured or to declare default tor failure so to pay. (3) That at any time or from time to lime, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
(4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Owner in such reconveyance may be described as "the person or persons legally entitled thereto." Five years after issuance of such lull reconveyance, Trustee may destroy said note and this Deed (unless directed in such request to retain them).
(5) That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the Amendment No. 1 to Riverwood CIP Agreement Exhibit J 8
Rev. 10/25/2019
collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
(6) That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration or default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation or said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale.

Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to lime thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
(7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.

Amendment No. 1 to Riverwood CIP Agreement Exhibit J 9
Rev. 10/25/2019
(8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, or the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
(9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

Amendment No. 1 to Riverwood CIP Agreement Exhibit J 10 Rev. 10/25/2019

DO NOT RECORD
REQUEST FOR FULL RECONVEYANCE TO TRUSTEE:

The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to your underline terms of said Deed of Trust, to cancel said note or notes above mentioned and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.

Dated ___________________ ______________________________ ______________________________
Please mail Deed of Trust,
Note and Reconveyance to: RIVERWOOD GROVE ASSOCIATES
303 Vintage Park Drive, Suite 250,
Foster City, CA 94404
Do not lose or destroy this Deed of Trust OR THE NOTE, which it secures. Both must be delivered to the Trustee
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 11 Rev. 10/25/2019

EXHIBIT A
(For Exhibit J-Deed of Trust)
Property Legal Description
The la.nd referred to js situated in th_e Coul'1ty of Santa Clara, City ofSanta Clara, State of Oalifomia, and .is described as follows:

PARCEL 1, so designatep and.delineated on the .Paree! Map recorded February 22, 2001 in Book
7$7 of Maps, Pages 19 and 20, Santa Clara Co1,1nty Recor.d$.

APN: 097-05-108
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 12 Rev. 10/25/2019

EXHIBIT B
(For Exhibit J-Deed of Trust)

RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS
THIS RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS is made this _____ day of ______________ , 2025, and is incorporated into and shall be deemed to amend and supplement the Deed of Trust and Assignment of Rents (“'Deed of Trust”) covering real property and any improvements thereon located 2150 Tasman Drive, Santa Clara, CA 95054, and further described in the property description set forth in the Deed of Trust, (“Property”), of the same date given by the undersigned, RIVERWOOD GROVE ASSOCIATES, a California Nonprofit Corporation ("Trustor") to secure Trustor’s promissory note to the City of Santa Clara, a municipal corporation (“City”) in the amount of NINE HUNDRED FIFTY THOUSAND DOLLARS AND NO/100 ($950,000.00) dated of even date herewith (the “Note”).

In addition to the covenants and agreements made in the Deed of Trust, City and Trustor further covenant and agree as follows:

1. This Rider and the Deed of Trust are made in connection with a certain Grant Agreement by and between the City of Santa Clara and RIVERWOOD GROVE ASSOCIATES, for the 2023-24 programs, as may be amended from time to time (“Grant Agreement”).

The Grant Agreement provides that Trustor is the recipient of certain Community Development Block Grant (“CDBG”) funds designated for rehabilitating Trustor’s building located at 2150 Tasman Drive in Santa Clara, California (the “Facility”).

2. All sums secured by the Deed of Trust shall, at the option of City, become immediately due and payable upon:
(a) The sale or transfer by Trustor of the Facility or Property, without the prior written consent of City, prior to time periods specified in the Note and Grant Agreement; or,
(b) A use by Trustor of the Property or the Facility, prior to the expiration of time periods specified in the Note and Grant Agreement and the reconveyance of the Deed of Trust, which violates the terms of the Grant Agreement including the Affordability Restriction attached thereto, or which is not an “eligible activity” under Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383, as amended and regulations issued pursuant thereto by the United States Department of Housing and Urban Development; or, Amendment No. 1 to Riverwood CIP Agreement Exhibit J 13 Rev. 10/25/2019
(c) An uncured default under the terms of the Deed of Trust, if City exercises this option. City shall give Trustor notice of acceleration. The notice shall provide a period of not less than sixty (60) days from the date the notice is mailed, within which Trustor must pay all sums secured by the Deed of Trust, If Trustor fails to pay these sums prior to the expiration of this sixty (60) day period, such failure shall constitute an uncured default and City may invoke any remedies permitted by the Deed of Trust without further notice or demand on Trustor.

3. The sums secured by the Deed of Trust shall be considered paid in full if the contingencies set forth in the Note and Grant Agreement have not occurred within the time periods set forth in the Grant Agreement. When said contingencies in the Note and the Grant Agreement do not occur within the time periods specified in the Grant Agreement, the Promissory Note shall have no further force or effect and shall be deemed null and void at the end of the latter of the time periods specified in the Grant Agreement, and City shall instruct the Trustee of the Deed of Trust to execute a full reconveyance, without warranty, of the Property described in the Deed of Trust.

4. Trustor hereby agrees to indemnify, hold harmless and defend with counsel of City’s choice, City, its agents, successors, and assigns for any and all expenses, costs, or liabilities directly or indirectly caused by displacement of and relocation of tenants located at the Facility.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
[SIGNATURE(S) TO FOLLOW]
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 14 Rev. 10/25/2019
By signing below, Trustor accepts and agrees to the terms and provisions contained in this Rider.

IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

RIVERWOOD GROVE ASSOCIATES,
a California non-profit corporation
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation
Its General Partner
____________________________________
By: Micheal J. Vergura
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: _________________
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 15 Rev. 10/25/2019

NOTARY PAGE TO BE ADDED HERE
CONTRIBUTION AGREE:MENT

SUMMARY PAGE
Agency: I Riverwood Grove Associates; a California Limited Partnership Project: I Riverwood Grove Energy lmpr~vements
Description: Mid.,Pen Housing Corporation, a California non-profit organization; aims to provide safe and affordable housing to those in need, Riverwood Grove, their 71-untt property in Santa Clara, serves low-income families and requires energy improvements. The project is seeking funds to decarbonize Riverwood Grove/elimi_nate gas usc;1ge at the property which will contribute to the health benefits of large families as indoor i:tir quality will_ improve. Switching from gas to electric will protect families from gas leaks and hazards of combustion. Decarbonization will help residents save energy costs. The scope will cons.ii:;t of electrical panel upgrade.

This will ensure thc;lt the 5 buildings at Riverwood Grove are future-proof and re1;1dy for clean, efficient, electric heating/cooling, hot water, and cooking.

Funding Source: I Community Development Block (CDBG)- CDFA #14.218 Grant Number:

Total GrantAward:

Agreement Term:

Affordability
Restriction Term:

I $350,000 (Not to Exceed)
Start Date: 05/07/2024
Start Date: 07/01/2025
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.J.49/546992
Project No.: I CDl-23-C02
End Date: 06/30/2025
End Date: 07/01/2035
PARTIES TO AGREEMENT: .. - ©RG~N-l~~q!J©~ "
Organization Name: Rivetwood Grove
A$sociates, a California
Limited Partnership
Address for Legal 303 Vintage Park Drive,
Notice (city/state/zip) #250 Foster Citv, CA 94404
Executive Officer Name Matthew 0. Franklin
Chief Executive Offic~r
Email Address: mfranklin@midpenhousirn:f.otQ
Executive Officer (650) 356-2903
Phone
Project Contact Aditi Mahmud
Project Manager Email atnahmud@midpenhou$inq.orq
ProjectContact Phone (650) 393-9768
Tax ID 943382077
Federal Unique ID# 960096662
Type of Entity: 501 (c) 3 p1.,1blic benefit corp.

State of Incorporation California
or ResidemN:

Ebix Insurance#
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
G lffiM~@lf S~Nm@:eu@fi~i : - - = "" " ,w;J~= "" --""'~* - "' "' Housing & Community
Services Division
1500 Warburton Avenue
Santa Clara, CA 95050
Adam Marcus
Housing Divis.ion Manager
[email protected]
(408) 615-2491
(408) 850-6155

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES
This Agreement is entered into between the City of Sarita Clara, California, a chartered California municipal corporation (City) and Riveiwood Grove Associates, a California limited partnership, ("Organization"). City and Organization may be referred to individually as a "Party" or collectively as the '
1 Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to complete the project more fully described in this Agreement, at Exhibit A, entitled "Scope of Works and Performance".

B. Organization 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 project will be provided and paid for.

The Parties agree as follows:

AGREEMENT PROVISIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Organization shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
~ ExhibitA:
~ Exhibit B:
~ Exhibit C:
~ Exhibit D:
[gj Exhibit E:
~ Exhibit F:
~ ExhibitG:
~ Exhibit H:
~ Exhibit I:
~ ExhibitJ:

Scope of Work and Performance Measures
Budget Summary and Payments Requirements
Insurance Requirements
Special Grant Conditions
Ethical Standards and Affidavit of Compliance
MSE/WBE Guidelines
Section 3 Guidelines
Affordability Restriction Agreement
Promissory Note
Deed of Trust
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992 .

This Agreement, including the Exhibits set forth above, contains all the Agreement's,. representations and understandings of the Parties, and supers·edes and replaQes any previous Ag(eements, 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. FUNDING AND APPROPRIATION
Pursuant to the provisions of Title I of the Housing and Community Development Act of 197 4, as amended (HCD Act), Public Law 93-383, the City has received Community Development BloQk Grant funds ("CDBG") from the United Stat~s Department of Housing and Urban Development ("HUD") as an entitlement. From the CDBG grant funds, City has appropriated an amount not to exceed THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) ("CDBG Funds"), subject to budget appropriations, to be given to Organization. ·
Upoff Organization's compliance with the terms and conditions of this Agreement, City will contribute to Organization the amount set forth in this Section. The Grant Funds shall not be used for any other purpose than to pay expenses (or if said expenses have already been paid by Organization, then for reimbursement of same to Organization) related to the purpose of the Grant, as set forth in Exhibit A. None of the City's Contribution will be used to pay for any expenses of Organization incurred before the start of the Term of Agreement. All work performed, or materials provided i.h excess of the maximum compensation or work performed or materials provided that are deemed ineligible shall be at the Organization's expense

3. 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 May 7, 2024, and terminate on June 30, 2025.

The City reserves the right at its sole_ discretion, and subject to funding and City Council appropriation, to extend the term of this Agreement Unless otherwise mutually agreed upon by the Parties, the Scope of Services (Exhibit A) shall remain the same under any extension of the Agreement.

4. PROPERTY AFFORDABILITY RESTRICTIONS
A Use Restriction.

The Organization must execute the 1 Q.,year use agreement, attached hereto as Exhibit H (the "Affordability Restriction Agreement"), restricting the affordability of the property where the Project is lo.cated. The Affordability Restriction Agreement shall impose restrictions commencing on the completion of the work described in the Scope of Work and terminating on the 10th anniversary of the 2 Project Name - Riverwood Grove Capital Project (Electrical Improvements) 19/./49/546992
end date of the Grant. The Organization agrees to record the Affordability Restriction Agreement c:lgainst the property where the Project is located upon written request of City. - -
The Organizc1tion agrees that improvements shall be used to benefit low-income persons. The Organization agrees to maintain affordability restrictions in accordance with all applicable CDBG program requirements for the term of this Affordability Restriction. The Grant Award is conditioned upon the Organization maintaining the Affordability period not less thc1n ten (10) years after the completion of the work described in the Scope of Work. · The Organization hereby warrants, represents, alid agrees that it shall not interfere with1 terminate or otherwise discontinue CDBG-use during the term of this Affordability Period. If Organization terminates ot otherwise suspends the CDBG-use during the ten (10) years of the term of the Affordability Period, the Organization agrees it shall be immediately obligated to refund to the City all of the Grant funtjs awarded unless the City and the Organization otherwise agree in writing. If Organization terminates or otherwise suspehds the CDBG Use between the second (2th) and the tenth (10th) year of the Affordability Period, Organization agrees it shall be immediately obligated to refund to CITY a prorated portion of the Grant Award funds unless the City and the Organization otherwise agree in writing.
i3. Promissory Note.

The Organization shall execute a Promissory Note (the "Note") in a form acceptable to the City for the amount determined in accordance with provision set forth in this Agreement. The Note shall become due and payable:
i. Upon sale of the property located at2150 Tasman Drive in Santa Clara, CA by the Organization prior to the end of the Affordability Period; or ii. Upon a change in the use of the property by the Organization prior to the end of the Affordability Restriction to a use which is not an "eligible activity" 1,mder the Acts and Regulations issued by HUD pursuant thereto; or iii. Upon a default under the Deed of Trust.

The parties expressly agree that no sum shall be due and payable under the Note if, as of the end of the Affordability Period, the contingencies set forth as "(i)", "(ii), and "(iii)" in the preceding paragraph have not occurred. At the end of the Affordability Period, the note and any liabilities or obligations, or both, arising therefrom, whether expressed or implied, shall be deemed null and void, and the Note shall be canceled withowt further a¢t by any party hereto, unless the City has exercised its rights under the Deed of Trust, prior to the end of the Use Restriction.
3 Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191./49/546992
C. Deed of Trust
The Promissory Note shall be secured by a Deed of Trust (the "Deed of Trust), in a form acceptable to the City on the Property that is more fully described in EXHIBIT J, attached hereto and incorporated herein by reference. In the event that the contingencies set forth in the preceding section do not occur, the City shall record a Full Reconveyance on the Property.

D. Conditions
The use of the property will be in accordance with all applicable City regulations and ordinances, as well as the CDBG national objectives and eligible activlty provisions of the Housing and Community Development Acts, further defined in 24 CFR Part 570 .. 200. The specific CDBG National Objective met by this Project is described in EXHIBIT A.

5. SCOPE OF WORK
Organization shall perform the work as specified in detail on EXHIBIT A entitled "Scope of Work ahd Performance Measures" and shall comply with the terms and conditions of this Agreement. ·

6. REPROGRAMIVIING OF FUNDS
Amendments to the terms and conditions of this Agreement shall be requested in writing by the Party desiring such revision, ancf any such adjustment to this Agreement shall be determined and effective only upon the mµtual agreement in writing of the Parties hereto unless the amendments are made by HUD, in which case they will be adopted as ordered.

A. Initiated by City: City may re-channel funds budgeted in one cost category into another cost category of the Program. Before re-channeling funds, the City will give the Orgclnization ten (10) business days written notice of the re-channeling of funds along with a copy of an expenditur~ review for the Program. City shall make its final determination with respect to the rechanneling of funds only after Organization has been given an opportunity to present its views and recommendations. In no event shall the City be bound to accept Organization's views or recommendations.

B. Initiated by Organization: The City's Program Manager may, at the request of Organization, approve re-channeling offunds frqm any cost category(ies) to another at any time provided that there is not an increase in the overall Total Budget amount specified in Exhibit B of this Agreement. Approval by the City's Program Manager of such rechanneling of funds must be in writing. 4 Project Name - Riverwood Grove Capita( Project (Electrical Improvements) 191.149/546992

7. PROGRAM COORDINATION
A. CITY: The Housing and Community Services Manager or his/her designee, shall be the Program Manager on behalf of City and shall render overall supervision of the progress and performance of this Agreement by City. All services to be performed by City shall be under the overall direction of the Program Manager.

B. ORGANIZATION: Organization shall assign a single Program Director who shall have overall responsibility for the progress and execution of this Agreement. Should circumstances or conditions subseqwent to the execution of this Agreement require a substitute Program Director, Organization shall notify City immediately of such occurrence. Program Director and Organization .staff will fully cooperate with City's Program Manager relating to the Program, areas of concern, a.nd the impact of Program on residents of City.

C. NOtlCES: All notices or other correspondence required or contemplclted by this Agreement shall be sent to the Parties at the following addresses:

City: Housing and Community Services Division
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
and via email at: [email protected]
Organization: Riverwood Grove Associates
303 Vintage Park Drive Suite 250
Foster City, CA 94404

8. ACCOUNTING AND FINANCIAL RECORDS
Organization shall establish and maintain at all times, on a current basis in connection with the provision of Project, an adequate accounting system in i:wcordance with generally accepted accounting principles and standards and acceptable to Director covering all revenues, costs, and expenditures with respect to Organization's performance under this Agreement. Organization shall maintain its accounting system and shall provide City with reports that separate costs and expenses incurred by Organization with City funds as disttnguished from costs and expenses paid for from other funding sources. '

9. REPORTING REQUIREMENTS
Organization shall submit reports related to Organization's performc:tnce under this Agreement prepared in accordance with EXHIBIT A and, to the extent applicable.

The format of the reports shall be as provided in this Agreement unless otherwise 5 Project Name - Rivetwoocl Gtove Capital Project (Electrical Improvements) 191.149/546992
directed by the Director, A final report shall be delivered to City prior to expiration of this Agreement, as may be further described in EXHIBIT A

10. RIGHT OF EXAMINATION AND AUDIT ANO PRESERVATION OF RECORDS Organization agrees that the Clty Manager, Auditor, Attorney or the Director, or any of their duly authorized representatives, shall have access to and the right to examine, during regular business hours and on at leastJorty-eight (48) hours' notice; all facilities and c1ctivities of Organization related to Organization's performance of this Agreement, including the right to audit, conduct further financial review, examine and make excerpts or transcripts of all contracts, subcontracts, invoices, payroll records, personnel records, and all other data or financial records relating to matters covered by this Agreement at any time during the term of this Agreement Organization shi:lll cooperate with City in such audit, examination, further review and shall provide City with access to Organization's staff and to all relevant records, documents, and data, including but not iimited to, management letters, board minutes, and payroll at the times and with the notice described in this Section 10.

11. iNSURANCE
Prior to the commencement of any of the activities described in this Agreement and during its entire term, the Organization shall provide and maintain, i_n full force and effect; the inswranc? requirements set forth in the attached EXHIBIT C not later than the date of execution of this Agreement All policies, endorsements, certificates and/or binders shall be subject to approval by the Risk Manager of the City as to form and content. These requirements may not be amended or waived unless approved in writing by the Risk Manager. Organization agrees to provide City with 0 copy of said policies, certificates and/or endorsements upon execution of this Agreement

12. OBLIGATIONS OF ORGANIZATION
A. Cooperation of Organization. Organization shall:
i. Provide City, prior to the Effective Date of this Agreement, and, at all times during the Agreement period, within thirty (30) days of a change in status of any of the following documents, with:
a. A copy of Articles of Incorporation under the laws of the State of California. ·
b. A copy of current Bylaws of Organization.
c. Verification and documentation of Internal Revenue Service nonprofit status under Title 26, Section 501 (6) of the Internal Revenue Code. 6 Project Name - Riverwood Gtove Capitf:1/ Project (Electrical Improvements) 191.149/546992
d. Verification and documentation of State of California Franchise Tax Board tax exempt status under Section 23701 (d), of the California Revenue and Taxation Code.
e. Names and addresses of current Board of Directors of Organization. f. A copy of the adopted personnel policies and procedures including an AffirrnEttive Action Plan if staff exceeds fifteen (15) employees; and, g. An organizational chart and staffing profile.
ii. Report in writing any changes in the Organization 's Articles of Incorporation, Bylaws, tax exempt status and/or Board membership immediatelyto the City's Program Manager or his/her designee. iii. Maintain no greater than forty nine percent (49%) of the Board of Directors as "interested persons" under this Agreement. For the purposes of this Agreement, "interested persons" means either:
a. Any person currently being compensated by the Organization for services rendered to the Organization within the previous twelve (12) months, whether those services were rendered as a full or part time employee; independent · contractor or otherwise, excluding any reasohable compensation to a director as a director; or, b. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister'"in-Iaw, son-in-law, daughter-in-law; mother-in-law, or father-inlaw of any such person. iv. Include on the Board of Directors representation from the broadest possible cross section of the community, including those with expertise and interest in the Organization's services, representatives from community organizations interested in the Organization's services, and users of the Organization's services.
v. Open to the public all meetings of the Board of DireQtors, except meetings, or portions thereof, ciealing with personnel or litigation matters, vi. Keep minutes, approved by the Board of Directors, of all regular and special meetings. (A copy of approved minutes shall be forwarded to the City's Program Manager).
vii. Encourage public participation in planning and implementing services provided under this Agreement.
viii. Comply with 2 CFR § 200.321 (b) and the City of Santa Clara Disadvantaged Business Enterprise Program, available from the City's 7 Project Name - Riverwood Grove Capital Project (Electrical Improvements) 19U49/546992
Program Manager, regarding the use of minority and/or female owned businesses1 vendors, suppliers, and contractors to the maximum extent feasible, for items funded under this Agreement.

B. Program Performance of Organization. Organization shall: - i. Submit to City performance- criteria and schedule of activit.ies describing measurable annual goals and objectives of the Progrl;:lm incorporated in this Agreement as Exhibit A. ·- · ·
ii. Submit to the City, on the preseribed form; a line-item operating bu·dget of the Program to be incorporated in this Agreement as Exhibit B, titled "Budget Summary and Payment Requirements", attached hereto and incorporated herein by this reference,
iii. Obtain completed intake documents for each City of Santa Clara resident receiving services under this Agreement. Such forms shall be approved by thl3 City and shall be made available for review during the monitoring process.
iv. File reports.(on forms approved by City) with the city oh the type and number of services rendered to beneficiaries through the operation of the Program. Such reports shall evaluate the manner in which the Program is achieving its objectives and goals according to standards established by City. The reports shall be due within ten (10) business days after the end of each reporting period and shall cover the time immediately preceding the date on which the report is filed.
v. Provide a completed Program evaluation survey from a representative sampling of beneficiaties served. The results of this survey shall be periodically reviewed and approved by the Organization's Board of Directors, Format of survey documents shall be subject to the approval of the City's Program Manager. Forms shall be held at Organization's administrative offices and shall be made available for review by City during the monitoring process.
vi. Coordinate its services with existing organizations providing similar service in order to foster community cooperation and to avoid unnecessary duplication of services.
vii. Seek out and apply for other sources of revenue in support ofits operation or services from county, state, federal and private sources. viii. Include an acknowledgement of City support on all appropriate Program publicity and publications using words to the effect that services are funded by the City of Santa Clara. Any Program publicity acknowledging Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
City funding that is produced during the Agreement period shall be reviewed by City prior to any public release.
ix. Organization represents and warrants that it has the. authority to enter into this Agreemeht. Organization further represents and warrants that its signatory to this Agreement is authorized to execute this Agreei;nent on Organization's behalf.
x. Comply with the City's_Ethical Standards as set forth in EXH,1BIT E.

13. OBLIGAT10NS OF CITY
A. Monitoring for Compliance with Agreement: Con&istent with the appltcaiJle sections of24 CFR §§ 570.501,-502 and 2 CPR§ 200.328, the City Will. evaluate the Project based on compliance with the Agreement, quarterly reports during the construction phase, and annual reports during the affordability period received from Organization.

B. Method of Payment: City shall reimburse Organization for all allowable costs and expenses incurred in providing th? program during the Agreement period, not to exceed the total sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000).

The City may, at any time and ih its absolute discretion, elect to suspend or terminate payment to Organization, in whole. or in part, under this Agreement or not to make any particular payment under this Agreement in the event of unsatisfactory performance or noncompliance. Reimbursement shall be initiated quarterly, or other time period approved by the City; upon submission of invoices and approprfate documentation

14. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS City and Organization bind themselves, their successors and assigns to all covenants of this Agreement. ·
A. The relationship of Organization to City is that of an independent contractor.

Organization has full rights to manage its employees subject to the requirements of the law. All persons employed by Organization in connection with this Agreement shall be employees of Organization and not employees of City in any respect. Organization shall be responsible for all employee benefits, including, but not limited to, statutory worker's compensation benefits.

B. None of the work or services to be performed hereunder shall be delegated or subcontracted to third parties without prior written City approval. 9 Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
C. Organization agrees to be responsible for the performance of all subcontractors of Organization and cany liabilities attaching to their actions or omissions.

D. Organization will monitor any subcontractors to ensure compliance with the terms and conditions of this Agreement and provide records of their compliance as requested.

E. Organization assures that the subcontractor(s) maintain(s) current licensure and indemnity insurance appropriate for obligations undertaken by subcontractor(s) and provide,s copies of such to City.

F. Organization will provide City with records of reimbursement to subcontractor(s) for obligations incurred under subcontract.

G. City has the right to refuse reimbursement for oblfgations incurred Under any subcontract that does not comply with the terms of this Agreement.

H. Organization shall "hold-back" a ten percent (10%) retention from invoice submissions from subcontractors. Retention funds shall be paid out to subcontractors after a Notice of Completion has been recorded for at least 35 days, or until all lien releases are received, and all local, federal, and state requirements have been certified and completed,

15. COMPLIANCE WITH LAW
A. Compliance; Organization shall become .familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations, and decrees, including, but notlimited to, those federal rules and regulations outlined in Exhibit 0, titled "Special Grant Conditions", attached hereto and incorporated herein by this reference.

B. Assurances: Failure Organization, in any manner, to observe and adhere to law as described herein or as amended shall in ho way relieve Organization of its responsibility to adhere to same and Organization herein acknowledges this responsibility. Organization shall hold City, its City Council, officers, employees and boards and commissions harmless from Organization's failure(s) to comply with any requirement imposed on Organization by virtue of the utilization of City funds. Organization shall reimburse City for any disallowed costs and/or penalties imposed oh City because of Organization's failure to comply with all c;tpplicable federal, state and local laws, ordinances, codes, regulations and decrees.

16. INTEGRATED DOCUMENT
10 Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191. /49/546992
This Agreement embodies the Agreement between City ~md Organization and its terms and conditions. No verbal agreements or conversations with any officer, agent or employee of City prior to execution of this Agreement shall affect or modify any bf the terms or obligations contained in any documents comprising this Agreement.

Any such verbal agreement .sha.11 be considered as unofficial information and in no way binding upon City.

17. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Organization agree~ 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 whol~ or in part from, or in any way Organization r~ceipt of funds pursuant to this Agreement_, including claims of any kind by Organization;s employees or persons contracting with Organization to perform any portion of the Scope of Work and Performance Measures as outlined in Exhibit A - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if and to the extel')t 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. Organization's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shc1II specifically extend to any and all employmentrelated claims of any type brought by employees, contractors, subcontractors or other agents of Organization, against City (either alone; or jointly with Organization), regardless of venue/jurisdiction ih which the claim is brought and the inanner of relief sought.

C. To the extent Organization 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, Organization warrants that it is meeting its obligations undl:}r the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Organization's responsibilities under the Act.

18. WHEN RIGHTS AND REMEDIES WAIVED
In no event shall any payment by Cfty hereunder constitute or be construed to be a waiver by City of any breach of covenants or conditions of this Agreement or any default which may then exist on the part of Organization; and the miking of any such payment while any such breach or default shall exist shall in no way impair or prejudice any dght or remedy available to City or Organization with respect to such breach or default.
11 Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

19. TERMINATION
A. In ftccordance with 2 CFR § 200.338, the City may suspend or terminate this Agreement if the Organization materially fails to comply with any terms of this Agreement, which include, blit ·are not limited to;
i. Organization fails to comply with existing conditions of the Agreement; or, ii. Organization refuses to accept any additional conditions that may be imposed by City or the Federal government; or,
iii. With receipt by City of any information that indicates a failure or deficiency py Orm1nizatio11 to· comply with any provision ofthis Agreement or provide unsatfsfactory service, the City shall have the right to require corrective action to enforce compl1ancewith such provision; or,
iv. Organization fails to implement required corrective actions in a timely and sufficient fashion.

B. Termination for Convenience~ Consistent with the applicable section of 24 CFR § 570.503 and 2 CFR § 200.326, City or Organization may t$rminate or s4spend this Agreernentin whole or in part when both Pc1rties agree that the continuation of the Program would not produce beneficial results commensurate with the further exl)enditure of funds.

C. Upon Suspension or Termination Organization Shall
i. Not incur new obligations and shall cancel as many outstanding obligations as possible; and,
ii. Be paid only for work actllally performed prior to the date of such suspension or termination; and, ·
iii. Turn over to City immediately any and all copies of studies, reports and other data, prepared by Organizc1tion or its subcontractors, whether or riot completed, ifany, in connection with this Agreement; such materials shall become property of City. Organization, however, shall not be liable for City's use of Incomplete materi.als or for City's use of complete docL1ments if used for other than the servic;es c_ontemplated by this Agreement; and, iv. Act in accordance with the Closing Out Procedure.

20. CLOSING OUT PROCEDURE
A. Organization is responsible for City's receipt of final billing within 30 days after the signing of the Notice of completion .. Any amount of the grant remaining unbilled after the applicable date will be reprogrammed by City. 12 Project Nam£J - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

8. City is not liable for any Organization expenses incurred after the period of this Agreement.

C. Closing Out does not impair the City's right to subsequently require repayment by Organization for disanowed costs or other adjustments, or any other City costs and expenses related to this Agreement or the enforcement thereof.

21. THE CAPTIONS
The captions of the various sections, paragraphs, and subparagraphs of the Agreement are for convenience only and shall ·not be considered nor referred to for resolving questions of interpretation.

22. NO THIRD-PARTY BENEFICIARY
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whats.oever.

23. SEVERABILITY
In case any one or more of the provisions contained herein 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.

If any part of this Agreement is for any reason found to be unenforceable by a court of competent jurisdiction, all other parts nevertheless remain enforceable. City and Organization agree that to the extent that the exclusion of any unenforceable provisions from this Agreement affects the purpose of this Agreement, then the parties shall negotiate an adjustment to this Agreement in order to give full effect to the purpose of this Agreement or either party may terminate. this Agreement.

24. NO PLEDGING OF CITY'S CREDIT
Under no circumstances shall Organization have the authority or power to pledge the credit of City or incur ahy obligation in the name of City. Organization shall save and hold harmless City, its City Council; its officers, employees, 1:lnd boards and commissions for expenses arising out of this Agreement.

25. NO USE OF CITY NAME dR EMBLEM
Organization shall not use City's name, 1ns1grna, 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.

26. VENUE
13 Project Name - Riv(!rwood Grove Capital Project (Efectric!'lf Improvements) 191.1491546992
In the event that suit shall be brought by any Party to this Agreement, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District of California, Santa Clara Qivision, Z7. ORGANIZATION FINANCIAL DISCLOSURE REQUIREMENTS
Organization services to be rendered und$r the provisions of this Agreement are excluded from th~ requirement of filing a Financial Disclosure Statement by Title 2, California Code of Regulations, Section 18700 (2)(A) ahd (B).

28. CONFLICT OF INTEREST
Organization certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Organization and that no person associated with Organization has c;my interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Organization is familiar with t_he 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. Organization will advise City if a conflict arises.

THE REMAINDER OF THIS RAGE I_S INTENTIONALLY LEFT BLANK 14 Project Name - Riverwood Grove capital Project (Eler;trical Improvements} 191.149/546992
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.

CITY OF SANTA CLARA, CALIFORNIA,
a chartered California municipal corporation
Glen R. Googns
City Attorney
Dated:
, City Manager
Avenue
Santa Clara, CA 95050
Telephone: ( 408) 615-2210
Fax: (408) 241-6771
Dated:
"CITY"

RIVERWOOD GROVE ASSOCIATES,
a California Limited Partnership
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation,
Its General Partner
_...:,.,_;;~;,,e...._~ =--------1+-4----...,q...----- ----- B y: ------1+-'~-"-""'___,_----1-_~~~-"----------
Name: Michel J. Ver ura
Title: Assistant Secretary
Local
Address: 303 Vintage Park Drive
Foster City, California 94404
Email
Address: [email protected]
Telephone: 650-356-2988
"ORGANIZATION"
15 Proj ect Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

CONTRIBUTION AGREEMENT

BYAND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES
EXHIBlt A
SCOPE OF WORK AND PERt=ORMANCE REQUIREMENTS

1.01 Purpose of Project
Organization shall implement this Agreement in accordance with the applicable provisions of Title I of the Housing and Community Development Act of 1990, as amended, the federal regulations as set forth in 24 ci:;R Part 570, written interpretations, or requirements by the Departrn<,,:mt of Housing and Urban Development (HUD), and all other rules and regulations pertaining thereto. All these elements shall be collectively called "CDBG".

The nature of the project is such, that a detailed scope will entail communicatiori with art electrical consultant, energy consultant, and Silicon Valiey Powers (the utility provider) before the scope could be finalized for electrical panel upgrade work.

Scope of Work
The scope will entail an electrical panei upgrade. The electrical consultant will help calcµlate the additional load needed to switch from gas to all-electric at Riverwood Grove. The consultantwill help lay down the processes needed to upgrade the main switchgear and all individual unit sub panels, and will determine if the switchgear for each building is sized properly.

The Consultant will help us understand if thra existing transformers have the capacity and help determine if the potential µpgrade is needed for the wiring size from the main panel to the individual unit sub panels, The Consultant will help us understand if we need to increase the sub panels in each respective unit and the main breaker size for each unit.

The consultant will work closely with the energy consultant, Mid-Pen Project Manager and Construction Manager to establish a detailed scope of work for the constructitm scope. The scope of work will be reviewed by Silicon Valley Powers (the utility provider) before it is finalized. Once the design is in place, a general contractor will be selected through a competitive bidding process to deliver the electrical panel uoarade work at Riverwood Grove.

A-1
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546p92

1.02 Location of Pr.oiect
Unless otherwise indicated, the Project specified below will be offered at the following locatiorn
Site Name Site Address
Riverw9od Grove 2150 Tasman Drive
Santa Clara, CA 95054

1.03 Project National Objective and Eligibility
All activities funded with CDBG funds must meet one of the CDBG program's National Objectives: benefit low-- and moderate-income persons_; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR § 570.208,

1.04 HUD Obiectives and HUD Outcomes
The Organization certifies that the activity(ies) carried out under thi$ Agreement will Create Suitable Living Environments by meeting the Consolidated Plan .Goal of Providing Decent Housing for low-income households.

Matrix@ode 14B Rehab: Mulfi.,Unit Residential
National Objective Benefit to low~and moderate income (LMI) persons
Accomplishment type 10 HousinQ
HUD ©bjeetive Provide decent housing ·
HUD Outcome Create Suitable LivinQ Environments
Project meets the National Objective of benefiting low- and moderc1te-income persons.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
A-2
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

1.05 Project Timeline,
The timeline be.low constitutes the measurabl.e goals by which Project performanc;e will be evaluated. Activities are identified for each type of Project Identify target dates (month/year) for all items that apply to the Project. If an activity is already completed, write the date (month/year) that it was completed, Pre-Oevelopment Phase.

Com lete Environmental Review rocess
Complete/submit the draft of the Electrical Plan and
Project Specifications to City for review and
a roval
Obtain,necessa
Consfructfons Phase.

Place a short advertise for bids in newspapers (at
least 21 da s before bid o enin
Select the Bidder/Award of Contract by Ratification
of the Bocird
Pre-Construction meeting (Mandatory for parties
involved ·
Com lete Construction Contract AIA A reement
Issue Notice to Award/Proceed
Finish construction
Unconditional Lien Release for final payment (copy
for cit · record
Issue and Record the Notice of Acceptance or
Notice of project completion (send a conforming
co to Housin .

A-3
Project Name -C Riverwood Grove Capital Project (Electrical Improvements) 19 I.149/546992
3/30/2024
7/31/2024
8/31/2024
09/01/2024
09/01/2024
10/03/2024
10/25/2024
10/28/2024
11!1/2024
11/16[2024
12/01/2024
12/15!2024
12[15/2024
01/15/2025
03/30/2025
04/15/2025
04/28/2025
06/28/2025
1,06 Project Implementation,
Organization shall have full responsibility to procure and to monitor the performance of contractors and subcontractors hired, with technical assistance provided by the City as needed, subject to the following requirements:
1) Organization or Organization's representative shall describe its method of procuring contractors. This procurement plan shall be subject to written approval by City,
2) Organization shat) prepare a scope of work, describing the various development a:nd construction activities to be undertaken. This scope of work shall be approved, in writing, by City, before any financial commitments to contractors are entered into by Organization. The scope of work described in Section 1.01 is hereby deemed approved b,y City. 3) · Organization shall develop bid/proposal documE:mts for all contractors, These documents shall be approved by the City, in writing, priorto public release.
4) Organization shall obtain required permits and plan approvals before undertaking any construction work.
5) The City shall comply With state prevailing wage reporting requirements.

Contractors and subcontractors shall be registered with the Department of lndustricJI Relations (DIR) prior to submitting any bid documents.

1.07 Reporting Requirements.

On a format prescriped by the City, the Organization mustsubm.it the following reports: ·
1) Quarterly Status Reports. At the end of each quarter during the construction phase, Organization shall provide the Project Status Report to the Housing and Community Services Division until the Project completes.
2) Reporting Schedule. All required reports shall be submitted to the no later than fifteen (15) calendar days after the end of the reporting quarter.
3) Annual Report. At the end of each fiscal year during the 1 Q:..year Affordability Period, Organization shall subrnit an Annual Report that certifies clients benefiting from services provided on site continue to be Low- and Moderate-Income persons.

A-4
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
4) Unduplicated Participants. For purposes of this Agreement, UNDUPUCATED PARTICIPANtS shall be defined as participants who receives more than one service offered by this project, and at least once a year but who may not be counted more than once in that year.

Organization shall retain recorqs documenting eligibility. Such records shall include family size, total household income, gender head of household, race, ethnic and disability data.

TOTAL
Total Hous.eholds served:affer. project towihi~tirin , , ···. ' · , (70 Households per year)

1.08 Cost Reimbursement.

Project will be. reimbursed based upon the percentage of Work completed on approved invoices submitted pursuant to this Agreement. Requests for reimbursement will be made on a form and In manner prescribed by the City under provisions as set forth in t=XHIJ3IT B, entitled "Budget Summary and Payments Requirements".

1.09 Final Payment/Close-Out Project Requirements
Organization will ensure that the following documentation is provided to the City in a timely manner:
1) Closeout Construction Certificate of Substantial Completion 2) Complete Certification of Completion Form
3) Certification of Final Design Letter
4) Closeout Construction Insurance Notification
5) Closeout Construction Certificate of Occupancy Closeout Construction 6) Closeout Construction Photos & Brief Description
7) Unconditional Lien Release for Final Payment from the General Contractor and all the Sub-Contractor(s)
8) Recorded of Notice of Completion Report
9) Finai Progress Report·: (The report shaU inclwde a summary of progress toward the achievement, a list of significant results (positive or negative).

A-5
Project Name - Rive1Wood Grove Capital Project (Electrical Improvements) 19/.149/546992

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT B

BUDGET SUMMARY AND PAYMENT REQUIREMENTS

1.01 Budget Summary.

BU0GET CATERGORY CDBG Other
Request Funds
Predevelopment Costs
Environmental Review Assessment ;
Planning Design, or Architectures Costs
Permits Fees 12,040 10,680
Construction Manager costs
Admin costs
SUBTOTAL 12,040 $10,680
Construction Costs
Construction Materials Costs
Bolt-in Fixtures Costs
General Cohstructlon Costs 329,960
Other Construction Costs 41,400
SUBTOTAL 337.960 41,40()
Admin & Project Delivery easts (up
to 20% of project total including
contingency)
Staffing 20,277.60
Consultants 8,000
Addendum 1
Addendum 2
SUBTOTAL 8,000 20,277.60
TOTAL PROJECT COSTS 350,000 72,357:6()
Total
Project
Cost
22,720
22,720
329,960
41,400
371,360
20,277.60
8,000
28,277.60
422,357.60
*Attach one-page listing construction components included in the Primary Construction ahd/or elements included in the. Other Construction category (physical improvement projects only).
**Federally funded projects must meet all ADA reqllirements.

B-1
Project Name - Riverwood Grove Capital Project (Electrical Improvements) l 91.149/546992

1.02 Payments Process.
1) City agrees to reimpurse Organization for the expenses incurred as set forth in this Agreement in an amount of money not to exceed the amount set forth in this Agreement. Such sum shall be expended and paid by City to Organization on a reimbursement basis for expenses actually incurred and paid by Organization during the term ofthis Agreement for the cost categories appearing in EXHIBIT B, as described in sub~ection B below.. ·
2) Payments to Organization shall be inade within thirty (30) days of:
a. Receipt by City of~taternent or statements in 9 forrn approved by City specifying iri detail the costs incurred by and paid by Organization during the month for which payrnent is requested; and,
b. Documents evidencing these costs, including but not limited to, paid invoices, and the determination by City, in its sole discretion, that expenses for which Organization seeks reimbursement can properly be paid Linder this Agreement and such statement(s) and supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by Organization. In making such determination, City may, but need not, rely upon the certification by Organization that the items appearing on said statement and supporting documents are eligible ·items for reimbursement under this Agreement. Such determination by City shall in no way constitute a waiver by City of its right to recover from Organization the amount of money paid to
Organization on any items which is not eligible for payment under this Agreement.
8-2
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

CONTRIBUTION AGREEMENT
BY AND BETW~EN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES
E:XHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Organization's indemnification of the City, and prior to commencing ;;my of the Se.rvices required under this Agreement, the Organization sh~II 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. Polley 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 Organization; however, any excess or umbrella policies used to meet the required limits shall be at least as brm~d as the underlying coverage and $hall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Organization to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a l(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.

C-1
Project Name - Riverwood Grove Capital Project (Electncal Improvements) 191.149/546992
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 c.;lccident 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. ·
In the event.that the Work being performed under this Agreement involves tram;porting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Organization and/or its subcontractors involved in such activities shall provide coverage with a .limit of two mil.lion dollars ($2,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto. ·
C. WORKERS' COMPENSATION
t. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at l?ast one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one milli_on dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Organization 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 Organization 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, voiunteers 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. 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 Organization's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 1 O 03 97 and CG 20 37 10 01, or its equivalent.

C-2
Project Name - Riverwood Grove Capital Project (Electrical fmprovements) 191.149/546992

2. Primary and non-contributing. Each insurance policy provided by Organization 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 $elf-insured retention they may have. Any other insurance Indemnities may possess $hall be considered excess insurance only and shall not be called upon to contribute with Organization'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 modifica,tion 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 descdpt1on of required insurance set forth in Sections A through D of this Exhibit C, above.

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

1. Organization 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 Organization, provide the same minimum insurance coverage required of Organization, except as with respect to limits. Organization agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with th(;:3 reqµirements of this Agreement. Organization 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. Organizcltion 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 Organization 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 reimburs.e any third party for the cost of complying with these C~3
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
requirements. There shall be no recourse against City for payment of premiums or oth~r amounts With r$speQt thereto.

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

F. E:VIDENCE OF COVERAGE
Prior to commen~ement of any Services under this Agreement, Organization, and each c;md every subcontractor ( of every tier) shall, at its sole crn~t 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. Orgc:mization shall file with the. City all certificates and endorsements for the required insurance policies for City's approval as to adequacy 9f the ins1,.1rance protection. ·
G. EVIDENCE OF COMPLIANCE
Organization 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 2fr-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, Organization 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·[Housing & Community. Services]
Telephone number: 951-766,..2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Organization shall have, and provide written proof of, an A. M. Best rating of at le9st A minus 6 (A- VI) or shall be an insLJrance company of equal financial stability that is approved by the City or its insurl;lnce compliance representatives.

Project Name - RiveIWood Grove Capital Project (Electrical Improvements) 191.149/546992

CONTRIBUTION AGR,EEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
ANO

RIVERWOOD GROVE ASSOCIATES
EXHIBIT 0

SPECIAL GRANT CONDITIONS
The Organization, its contractors and subrecipients shali comply with the policies, guidelines and requirements of 0MB Uniform guidance at 2 CFR Part 200 the· Uniform Administrative requirements, as well as all state laws, regulations and department guidelines applicc\ble to the activities $6t forth.

SECTION 1 GENERAL GRANT CONDITIONS

1.01 Definitions. As used herein, "HUD;' means United States Department of Housing and Urban Development. "Project Area" for the purposes of this EXHIBIT D means the City of Santa Clara.

1.02 Compliance with Applicable Federal Regulations. Organization agrees to comply with the requirements of Title 24 CFR Part 570, including subpart K of these regulations, except that (1) the Organization does not assume the City's environmental responsibilities described in 24 CFR § 570.604; and (2) the Organization does not assume the City's responsibility for initiating the review process under the provisions of 24 CFR Part 52. The Organization also agrees to comply with all other applicable Federal, state and local laws, regulations and policies governing the funds provided wnder this Agreement. The Organization further agrees to utilize funds available under this Agreement to supplement rather than supplaritfunds otherwise available.

1.03 Applicable Federal Civil Rights Laws and Executive Orders. In providing the services and work set forth in this Agri:;ement, Organization will carry out its work in a manner that will permit full compliance by City and strict adherence by Organization with the following: ·
a. Title VI of the Civil Rights Act of 1964, which provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance; and b. The Housing and Community Development Acts of 197 4 and 1977, as amended, which provide that no person in the United·States shc}II be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available pursuant to said acts; and
D-1
Project Name - Riverwood Grove Capital Project (Electrical lmprovemEJnts) l 91.149/546992
c. Title Viti of the Civil Rights Act of 1968 (The Fair Housing Act) which prohibits discrimination in the sale, rental, and financing of housing and the provision of brokerage services because of race, color, religion, sex, sexual orientation, actual or perceived gender identity, national origin, handicap, or familial status; and ·
d. Executive Order 11063, as amended by Executive Order 12259, which provides for equal opportunity in housing and related facilities provided by federal financial assistance. This order and its implementing regulations require the Department of Housing and Urban Development to take all actions necessary to prevent ciiscrimination because of rac;e, color, religion, sex, or national origin in the use, occupancy, sale, leasing, rental or other disposition of residential property assisted with Federal loans, advances, grants or contributions; and
e. Executive Order 11246, (as amended by Executive Orders 11375 and 12086 and further amendments) Equal Opportunity Under HUD Contracts and HUDassisted Construction Contracts, which requires that City and Organization, and their respective subcontractors, agree not to discriminate against any employee or ;3pplicant for employment because of race, color, creed, religion, sex, sexual orientation, actual or perceived gender identity, or national origini and ·
f. Section 3 of the Housing and Community Development Act of 1968 Pertaining to Employment Opportunities for Lower-Income Persons (12 U.S.C, 1701u), requires that, to the greatest extent feasible on projects financed by HUD, a subrecipient must:
i. Provide opportunities for training and employment arising in connection with a housing rehabilitation (including redµction and abatement of lead-based paint hazards), housing constrwction, or other public constru¢tion project, are given to persons residing in the Santa Clara metropolitan area with household income that is at or below 80% AMI of the Sahta Clara metropolitan area as defined by HUD. Where feasible, priority should be given to residents within the service area of the Project or the neighborhood in which the Project is located who have household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD, and to participants in other HUD programs who have household income that is at or below 80% AMI of that area; and
iL Award contracts for work undertaken in co·nnection with housing rehabilitation (including reduction and abatement of lead-'based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for persons D-2
Project Name - Riverwood Grove Capital Project (Electrical Improvements) l 91.149/546992
residing within the metropolitan area in which the CDBG-funded Project is located and have hqusehold income that is at or ,below 80% AMI of the Santa Clara metropo)jtan area as defined by HUD. Where feasible, priority shouid be given to business concerns that provide economic opportunities to residents within the service area or the neighborhood in which the Project is located who hc;lve household income that is at or below 80% AMI of the Santa Clara metropolitan area as defined by HUD, and to participants in other HUD programs who have household income that is at or below 80% AMI of that area; and
iii, Self-certify whether they r3re a Section 3 busines.s; employs Section 3 residents, or subcontri:l.cts 'lllith business that provide opportunities to low-income persons when an award of $100,000 or more of HUD funding is provided for housing rehabilitation, housing construction, or other public construction. projects, and/or $100,000 or more to subcontractors: and '
iv. At a minimum, provide documentation on federal compliance, reporting and outreach efforts; and
g. Section 504 of the Rehabilitation Act of 1973 (Pub. L 93-112), as amended, and implementing regulations when published which specify that no otherwise qualified individual shall, solely by reason of his or her handicap, be excluded from participation (including employment), denied program benefits, or subjected to discrimination under any program or activity receiving Federal assistance; and
h. The Age Discrimination Act of 1975 (Pub. L. 94-135), as amended, and implementing regulatlons when published for effect which provides that no person shall be excluded from participation, denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving Federal assistance; and
i. Presidential Executive Order 13166 ("Improving Access to Services for Persons with Limited English Proficiency"), and
j. The requirements relating to Minority-Owned and Women-Owned Business Enterprises setforth iri Executive Order No. 11625 of October 13, 1971, 36 Fed. Reg. 19967; as amended by Executive Order No. 12007 of August 22, 1977, 42 Fed. Reg. 42839; and Executive Order No. 12432 of July 14, 1983, 48 Fed. Reg., 32551; and Executive Order No. 12138 of May 18, 1979, 44 Fed. Reg. 29637, a subrecipient must exercise affirmative outreach efforts when soliciting bids for service or construction when the Federal funds received by the subrecipient or subcontractor exceeds $10,000 and when the subrecipient or subcontractor is a for-profit organization/ business; and D-3
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
k. The Uniform Federal Accessibility Standards set forth in 24 CFR Part 40; Appendix A; and
I. Americans with Disabilities Act of 1990 (ADA), which prohibits discrimination on the basis of disability in employment clnd in pllblic accommodations and commercial facilities and defines the range of conditions that qualify as disabiHtie-9, and the r~asonable accommodations that must be made to assure equality of opportunity, full participation, independent living, alid economic self-sufficiency for persons with disabilities. It further provides that discrimination include.s a failure to design and construct facilities for first occupancy nQ later than Janueclry 26, 1993, that are readily accessible to and usable by individuals With disabilities. Further the ADA requires the removal of architectural barriers and communication barriers that are structural in nature ih existing facilities where such removal is readily achievable - that is easily accomplishable and able to be c::;1rried out without much difficulty or expense; and,
m. The provisions of 24 CFR Part 24; relating to the employment, engagement of services, awarding of contracts, or funding of any grantee or sub during any period of debarment, suspension, or placement in ineligibility status; and, n. Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846 and implementing regulations at 24 CFR Part 35; and,
o. Section 104(b) of Title I of the Housing and Community Development Act of 1974, as amended (42 U.S.C, 5301 et. seq.) This law provides that any grant under section 106 shall be made only if the City certifies to the satisfaction of the Secretary of HUD that the Organization will, among other things, affirmatively further fair housing; and, ·
p. Section 109 of Title [ of the Housing and Community Development Act of 1974, as amended (42 U.S,C. 5301 et. seq., particularly 42 U.S.C. 6101 ets. seq., and 29 U.S.C. 794) and further amendments, which mandates that no person on the grounds of race, col0r, national origin, sex, sexual orientation, actual or perceived gender identity, age or religion shall be excluded from participation, denied the benefits of,· or othE:;rwise be subject to discrimination under any activity funded in whole or part with CDBG funds; and, q. Architectural Barriers Act of 1968 requires that federally funded buildings and other facilities, as defined in 24 CFR § 40.2 and 40 CFR § 101-19.602(2), to be designed, constructed, or altered in accordance with standards that ensure accessibility to, and use by, physically handicapped people; and, r. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).

Where applicable, all contracts awarded by the non-Federal entity in excess 0-4
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.$.C. 3702 and 3704, as supplemented by Departmeht of Labor regulations (29 CFR Part 5). Under 40 LJ.s,c. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on th1;; basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked iii excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions whic;:h are unsanitary, hazc:3.rdous or dangerous. These requirements do 1;1ot apply to the purchases of su'ppHes or materials or articles ordinarily available on the opeh market, or contracts for transportation or transmission of intelligence; and, s. Uniform Accessibility Standard, at 24 CFR Part 40, Appendix A, as the relate to substantial rehabilitation or conversion; and,
t. Procurement of Recovered Materials: See 2 CFR 200.322.

1.04 Relocation and Real Property Acquisition. Organiz~tion shall comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA) and 24 CFR § 570.606(b); and (b) the requirements of 24 CFR §570.606(c) governing the Residential Anti:-displacement and Relocation Assistance Plan (Plan) under section 104(d) of the HCD Act. Under the URA and the Plan, the swbrecipient must provide relocation assistance to persons (families, individuals, businesses, non-profit organizations and farms) that are displaced as a direct result of acquisition, rehabilitation, demolition or conversion for a CDBGassisted project. Ali property occupants must be issued certain notices on a timely basis. The Plan also required the one-for-one replacement of any occupied or vacant occupiable low/moderate-income housing that is demolished or converted to another use in connection with a CDBG-assisted project. Finally, the Plan requires the identification of the steps that will be taken to minimize displacement.

1.05 Political Reform Act. Organization shall comply with the applicable provisions of the Political Reform Act of 197 4, as amended, relating to conflicts of interest (codified at California Government Code Section 87000, et seq,) Organization wiH promptly advise City of the facts and circumstances concerning any disclosure made to it or any information obtained by it relating to conflicts of interest.

1.06 Flood Disaster Protection. Notwithstanding any other provision of this Agreement, Organization shall comply with the Flood Disaster Protection Act of 1973, as arnendeq (P.L 93-234), and the standards issued thereto. No portion of the moneys to be paid to Organization pursuant to this Agreement shall be used for acquisition or construction purposes as defined under Section 3(a) of said Act, for use in an area identified by the Secretary of HUD as having special flood hazards D-5
Project Name~ Riverwood Grove Capital Project (Electrical Improvements) ]91.149/546992
which ls located in an area not in compliance with the requirements for participc1tion in the National Plood Insurance Program pursuant to Section 201(d) of said Act; and the use of any of said moneys for such acquisition or construction in such icjentified areas in communities then participating in the National Flood Insurance Program shall be subject to the mandatory purchase of flood insurance requirements of Section 102(a) of said Act.

Any contract or agreement for the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement shall contain, if such land is located in an area identified by the Secretary of HUD as having special flood hazards and in which the sale of flood insurance has been made ava.ila.ble underthe National Flood Insurance Act qf 1968, as amended, 42 U.S.C. 4001, et seq., provisions obligating the transferee ahd its successors or assigns to obtain and maintain, during the ownership ofsuch land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under Section 102(a) of the Flood Disaster Protection Act of 1973, as amended. Swch provisions shall be required notwithstanding the fact that the construction on such lctnd is not itself funded with assistance provided under this Ag reernent.

1. 07 Equal Employment Opportunity. In providing the work anct services herein specified, Organization shall not discriminate against any employee or applicant for employment becaqse of race, color, religion, sex, or national origin.

Organization shall take action to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religlon, sex, sexual orientation, actual or perceived gender identity, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or teni1ination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Organization shall post in conspicuous places, .available to employees and applicants for employment, notices to be provided by the Federal Government or the City setting forth the provisions of this nondiscrimination clause. Organization shall state that ail qualified applicants will receive consideration for employment Without regard to race, color, religion, sex, sexual orientaUon, actual or perceived gender identity, or national origin. Organization shall incorporate the foregoing requirements of this paragraph 1.07 in all of its contracts for program work, and will reqLJire all of its contractors for such work to incorpor<;lte such requirements in all subcontracts for program work,

1.08 Prohibition of and Elimination of Lead-Based Paint Hazard. Notwithstanding any other provision, Organization agrees to comply with the regulations issued b~fi the Secretary of HUD set forth in 24 CFR § 570.608 and all applicable rules and orders issued thereunder which prohibit the use of lead-based paint in residential structures undergoing federally assisted construction or rehabilitation and require the elimination of lead-based paint hazards. Every contract or subcontract, 0-6
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
inclµding painting, pursuant to which such fE;derally assisted construction or rehabilitation is performed, $hall include appropriate provisions prohibiting the use of lead-based paint.

1.09 Compliance With Clean Air and Water Acts. This Agreement is subject to 42 U.S.C. 1857, 'et seq., and 33 U.S.C. 1251 et seq., and the regulations issued pursuant thereto. Therefore, Organization agrees as follows:
a. Organization stipulates that any facility to be utilized in the performance of any nonexempt c_ontract or subcontract is not listed on the List of Violating Fc;lcilities issued by the Environmental Protection Agency (EPA) pursuant to 40 CFR § 15.20; and;
b. Organization agrees to comply with all the requirements of Section 114 of the Clean Air•Act, as amended, (42 U.S.C. 1857c-8) and Section 308 of the Feder~! Water Pollution Ccmfrol Act, as amended, (33 U.S.C. 1318) relating to inspection, monitoring, entry, reports, arid information, as well as all other requirements specified in said Sections 114 a:nd 308, and all regulations and guidelines issued thereunder; and, ·
c. Organization stipulates that as ~ condition for the award of the contract prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities; and,
d. Organization agrees that criteria and requirements in subparagraphs (a) through (d) of this section 1.09 will be included ih every non,..exempt subcontract and Organization shall take such action as the City or HUD requires as a means of enforcing such provisions.

In no event shall any amount of the assistance provided under this Agreement be utilized with respectto a facility which has given rise to a conviction under Section 113(c)(1) of the Clean Air Act or Section 309(c) of the Federal Water Pollution Control Act.

1.10 Federal Labor Standards (i.e., Davis Bacon Act) Provisions. Except with respect to the rehabilitation of residential property designed for residential use for less than eight (8) families, Organization and all subrecipients engaged under contracts in excess of Two Thousand Dollars ($2,000) for the construction, completion or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federaliy Financed and Assisted Construction")- In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the D-7
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy ofthe current prevailing wage determination issued by the Department of Labor ih each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must al$o include a provjsion for compliance with the C9peland "Anti-Kickback" Act (40 U.S,C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States'\ The Act provides that each contractor or $ubrecipient must be prohibited from inducing, by any means, any person employed in the constfl!ction, completion, or n~pair of public work, to give up any part of the compen$ation to which he or she is othe;rwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

Organizatkm shall not award any contract or subcontract which is otherwise in compliance with this Agreement to any person or subcontractor who is at the time ineligible under the provisions of any applicable regulations of the Department of Labor to receive an award of such contract.

1.11 Nondiscrimination Under Title VI of the Civil Rights Act of 1964. Organization under this Agreement shall be subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L. 88-352) and HUD regulations with respect thereto including the regulations under 24 CFR Part 1. In the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, Organiza:tion shall cause or require a covenant running with the land to be insertecJ in the deeq or leclse for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gendet identity, or national origin, in the sale, lease or rental, or in the use of occupancy of such land or any improvements erected or to be erected thereon, and providing that Organization and the United States are beneficiaries of and entitled to enforce such covenant. Organization, in providing the services and work it is to provide, pursuant to this Agreement, agrees to take such measures as are necessary to enforce such covenant and will not itself so discriminate.

1.12 Interest of Certain Federal Officials. No member of, or Delegate to, the Congress of the United $tates, and no Resident Commissioner, shall be admitted to any share dr part of this Agreement or to any benefit arising from same.

1.13 Conflict of Interest. Under 24 CFR Part 570.66, no officer, employee or agent of City or Organization who exercises any functions or responsibilities with respect to the CDBG Program or to the services and work to be performed by Organization pursuant to this Agreement; during such officer's, employee's or agent's tenure or D-8
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
for one (1) year thereafter, shall have any interest, direct qr indirect, in this Agreement or the proceeds thereat
Organization shall incorporate or cause to be incorporated in every contract required to be in writing a provision prohibiting such interest pur$uant to the purposes of this section. ·

1.14 Prohibition Against Payments of Bonuses or Commissions. The assistance provided under this Agreement shall not be used in the payment of ahy bonus or commission for the purpose of obtaining HUD approval of the application for such assistance, or HUD approval of applications for additional assistance, or any other approval or concurrenc~ of HUD required unc:ler this Agreement, Title I of the Housing and Community Development Acts of 1974 or 1977, or HUD regulations with respect thereto; provided, however, that reasonable fees or bona fide technical, consuitant, managerial or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as progrf:lm costs.

1.15 Copyrights. If this Agreement results in a book or other copyrightable material, the author is free to copyright the work, but HUD reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to a.uthorize others to use, all copyrighted material and all materialwhich can be copyrighted.

1.16 Patents. Any discovery or invention arising out of or developed in the course of work aided by this Agreement shall be promptly and fully reported to City and HUD for determination by HUD as to whether patent protection on such invention or discovery Will be sought and how the rights in the invention or discovery, including the rights under any patent issued thereon, shall be disposed of and administered, 1n order to protect the public interest.

1.17 Political Activity.
c:3.. Partisan Activity Prohibited. No funds provicled in this Agreement shall be used for any partisan political activity or to furtherthe election or defeat of any candidate for public office; nor shall they be used to provide services, or for the employment or assignment of personnel in a manner supporting or resulting in the identification of programs conducted pursuant to this Agreement with the following: (1) any partisan or nonpartisan political c:\ctivity or any other political activity associated with a candidate, or contending faction or group, in an election for public or party office; (2) any activity to provide voters or prospective voters with transportation to the polls or similar assistance 1n connection with any such election; or (3) any voter registration activity.

Participants employed in the administration of the CDBG Plan and/or Program, and participants whose principal employment is in connection with an activity financed by the CDBG Program or its proceeds are subject to D-9
Project Name - Riverwood Grove Capital Project (Electdca/ Improvements) 191.149/546992
limitation on political activities under the HE\tch Act (5 U.S.C. 1502(a), 18 U.S.C. 595). All participants may take part in non-partisan activities outside working hours
b. Lobbying Prohibited.
i. No Federal appropriateci funds have been paid or will be paid, by or on behalf of the Organization, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in conne9tion with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. ii. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Organization shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
iii. The Organization shall require that the langl!age of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans; and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representc1tion of fact upon which reliance was placed when this transac\ion was made or entered ihto. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U .$. Code. Any person who fails to file the requirE:ld certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

1.18 Guidelines on Church,.,Related Activities. In addition to, and not ih substitution for, other provisions of this Agreement regarding the provision of public services with CDBG funds pursuant to Title I of the Housing and Community Development Act of 1974, as amended, the Organization agrees that, in connection with the public services performed under this Agreement
D-10
Project Name - Riverwood Grove Capital Project (Electrical Improvements) I 9 l .149/546992
a. It will not discriminate against any employee or applicant for employment on the basi$ of religion and will not limit employment or give preference in employment to persons on the basis of religion; · '
b. It will not discriminate against any persons applying for public services on the basis of religion and will not limit such services or give preference to persons on the basis of religion; and,
c. It will provide no inherently religious activities, such as worship, religious instruction, OJ religious proselytizing, as part of the programs or services funded under this Agreement and wili only conduct such activities in a separate tinie or place; and,
d. It will exert no otheJ religious influence in the provision of public services and participation in religious actjvities by any beneficiaries of those services shall be voluntary; and;
e. The funds received under this Agreement shall not be used to construct, rehabilita,te, or restore any facility which is owned by the Organization and in which the public services are to be provided, provided that, minor repairs may be made if such repairs (1) are directly in a structure used exclusively for honreligious purposes, and (2) constitute in dollar terms only a minor portion of expenditure for the public services.
f. Construction or Rehabilitation of Facilities. Block grant fund recipients shall not U$e any funds to construct, rehabilitate1 maintain, or restore religious structures (including those which may be histor[c properties} currently used for religious purposes. Block grant funds shall not be us$d to construct, rehabilitate, maintain, or restore structures or other real property owned by "pervasively sectarian" org,mizations, Block grant funds shall nof be used to assist a religious organization in acquiring property, These prohibitions apply whether or not the property is used for religious services or instruction or is used in any other way foneligious activities.
g. Public Services. Block grant funds may be used for the provision of public services under the following conditions: ,
i. The public services provided are exclusively non-religious in nature and scope; and,
ii. There are no religious services, proselytizing, instruction, or any other religious influences in connection with the public services; and, iii. There is no religious discrimination in terms of employment or benefits under the public services; anc;I,
D-11
Project Name - RiVerwood Grove Capital Project (Electrical Improvements) l 91.149/546992
iv. The CDBG funds may be used only for the provision of public services and not for the construction, rehabilitation or restoration of any facility owned by the religious organization where the services are to be provided. A narrow exception to this prohibition is thclt minor repairs may be mac;le where such repairs (a) are directly related to the public services, (b) are located in a structure used exclusively for nonreligious purposes, and (c) constitute in dollar terms a minor portion of the CDBG expenditure for the public services.

1.19 Resident Aliens. (24 CFR§ 570.613) Certain newly legalized aliens, as described in 24 CFR Part 49, are not eligible to apply for the benefits under covered activities funcled by the CDBG Program. ,;Covered activities" are activities meeting the requirements of 24 CFR § 570.208(a) that either (1) have income eligibility requirements limiting benefits exclusively to low- and moclerate-Jncorne persons, or (2) are targeted geographically or otherwise to primarily benefit low,. arid moderate-income p€3r$ons (except for activities that behefitthe public at large), and provide benefits o·n the basis of an application.

1.20 Environmental Requirements. (24 CFR § 470.604) Organization is not allowed tq incur program expenses until the City has performed an environmf?ntal review of the proposed activities, received the release of funds, and provided the Organization with formal clearance to initiate them, along with directives for any action necessary to mitigate negative environmental impacts (24 CFR Part 58).

1.21 Historic Preservation. Organization shall not violate provisions of the Historic Preservation Act and related laws and Executive Orders. Before any commitments are made to make any physical improvements or alterations or demolition of any building, Organization shall receive assurances from the City that the Organization is in compliance. ·

1.22 If Organization receives State or City funds, Organization shall, in the use of those State or City funds adhe're to the applicable Federal laws, regulations, policies, guidelines or requirements, herein specified, only insofar as adherence thereto would not be prohibited by valid City or State laws, regulations, policies, guidelines or requirements.

SECTION 2. FINANCIAL OBLIGATIONS OF ORGANIZATION

2.01 Fiscal Responsibilities of Organization. Organization agrees to comply with 2 CFR § 200.49 and agrees to adhere to th? accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. Organization shall:
a. Appoint and submit to City, the name of a fiscal agent who shall be responsible for the financial and accounting activities of the Organization, including the receipt and disbursement of Organization funds.

D-12
Project Name - Riverwood Grove Capit{J.I Project (Electrical Improvements) 191.149/546992
b. Establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to review and approval of City. c. Document aH costs by maintaining complete ancl accurate records of all financial transactions, inclLtding but not limited to contracts, invoices; time cards, ca~h r~ceipts, vouchers, cancelled checks, bank statements and/or other official documehtatio'n evidencing in proper detail the nature and propriety of all charges.
d. Submit to the City, within ten (10) working days of the end of the preceding month, requests for reimbursement, together with documehtatioh required by City.
e. Perform an indepehdent fiscal audit annually in conformance with the generally accepteq standard accounting principles. Such audits must identify the total funds received and disbursed, and funds granted' and expended relating to this Agreement, in a form sufficient to identify, track, and correlate such funds. The Costs for such audits shail be at Organization's expense, unless otherwise provided for in this Agreement. Copies of .the completed audits must be provided to the City.
f. Be liable for repayment of disallowed costs. Disallowed costs may be identified by the City through audits, monitoring, or other sources.

Organization shall be afforded the opportunity to respond to any adverse flndings, which may lead to disallowed costs, The City shall maKe the final determination of disc:¼llowed costs, subject to provisions of 2 CFR Part 200. g. Administer all pmgrams in conformance with 2 CFR Part 200 Subpart E, Cost Principles. These principles shall be applied for all costs incurred whether charged in a direct or indirect basis.
h. If indirect costs are charged, the Organization will develop an indirect cost allocation plan for determining the appropriate Organization's share of administrative costs and shall submit such plan to the City for approval. i. Certify insurability subject to City approval as outlined in EXHIBIT C entitled "INSURANCE".
j. Submit to HUD or City at such times and in such forms as HUD or City may require, such statements, records, reports, data, and information pertaining to matters covered by this Agreement.
k. Submit for approval by the City any lease agreemehteither contemplated or in effect, which would be funded under this Agreement.

D-13
Project Name - Riverwood Grove Capital Project (Electn'ca/ Improvements) 191.149/546992

2.02 Records, Reports and Audits of Organization. Org~nization shall comply with all applicable federal Uniform Administrative Requirements as delineated in 24 CFR § 570.502:
a. Establishment and Maintenance of Records. Organization shall maintc:1in records, including but not limited to, books, financial records, supporting documents, statistical records, personnel, property, and all other pertinent records sufficient to reflect properly:

L All direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred to perform this Agreement, and ii. All other matters covered by this Agreement. Such records shafl be. maintained in accordance with requirements now or hereafter prescribed by the City.
b. Preservation of Records. Organization shall preserve ahd make available its ,, records:
i. For the period of five (5) years from the date of final payment to Organization u.nder this Agreement; or,
ii. For sllch longer period, if any, as may be required bY. applicable law; ot,
iii. If this Agreement is completely or partially termin~ted, for a period of five (5) years from the date of any resulting final settlement. c. Records to be Maintained. The subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR § 570.506, that are pertinent to the activities to be funded under this Agreer:nent. Such records shall include but not be limited to:
i. Records providing a fulf description of each activity undertaken; and, ii. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG Progn,~m; and,
iii. Records required to determine the eligibility of activities; and, iv. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; and,
D-14
Project Name - Riverwood Grove Capital Project {Electrical Improvements) 191.149/546992
v. Records documenting compliance with the fair housing and equal opportunity componehts of the CDBG Program; and,
vi. Financial records as required by 24 CFR § 570.502 and 2 CFR Part 200; and,
vii. Other records necessary to document compliance with Subpart K of 24 CFR Part 570.
d. Examination of Records; Facilities. At any time during normal business hours, and as often as may be deemed necessary, Organization agrees that HUD and/or City, and/or any of their respective authorized representatives shall:
i. For a period of five (5) years after final payment under this Agreement; or,
ii. Fo·r such longer period as may be required by applicable l9w; or, iii. If this Agreement is completely or partially te~mJnated, for a period of five (5) years from date of any resulting settlement; or iv. Have access to and the right to examine its plants, offices, and facilities engaged in performance of this Agreement and all its records with respect to all matters covered by this Agreement. Organization also agrees that HUD and/or City, or any of their respective authorized representatives shall have the right to audit, examine, and make excerpts or transcripts of and from such records, .and to make audits of all contracts and subcontracts, invoices, payrolls, records of per!:>onnel, conditions of employment, materials, and all other data relating to matters covered by this Agreement. Notwithstanding anything in this Agreement to the contrary for monitoring purposes, City shall not require access to any information of Organization mutually determined by the parties hereto to be proprietary. e. Audits. 2 CFR § 200.500 sets forth standards for obtaining consistency and uniformity among Federal agencies for the audit of non-Federal entities expending Federal awards.
i. Funds may be set aside in Organization's budget in an amount equal to City's fair share of Organization's cost of an independent audit, if required, with prior approval from City. A separate Hne item Will be established.
ii. Organization shall enter into an agreement with an independent public accountant certified to practice in the State of California no later than sixty (60) days before the end of this Agreement calling for an audit to D-15
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
be done for the entire year. The audit mu$t be in conformance with the applicable funding source.
iii. The audit must be completed and sent to the City1s Department of Housing staff within one hundred fifty (150) days from the end of Organization's fiscal year.
iv. Audit Standards. The independent fiscal audit shall conform to generally accepted governmental auditing principles. Such audits shall identify the funds received and disbursed under this Agreement and include the following components:
(a) Balance Sheet or Statement of Financial Position;
.(b) Statement of Support, Revenue, and Expenses and Changes in Fund Balances or Statement Activities;
(c) Statement of Functional Expenses;
(d) Statement of Auditor's Report;
(e) Communication of Internal Control Related Matters Identified in an Audit (Management Letter) from Auditor;
(f) Organization shall also submit to the agency a written management response to the findings of the· Internal Control Matters.
f. Single Audits. 2 CFR § 200.501 states that Organizations that expend $750,000 or more of Federal financial assistance in :;1 fiscal year (in aggregate, from all funding sources), in addition to conducting normal financial audit procedures, the Organization's independent public accountant certified to practice in the State of California shall perform tests to ascertain that:
i. Expenditures submitted for reimbursement are allowable under 2 CFR Part 200; and,
ii. Expenditures are in compliance with the grant agreements between the City and Organization; and,
iii. Applicable laws and regulations. Further, the independent public accountant certified to practice in the State of California shall render an opinion as- to whether the Expenditures complied with the Single Audit Act of 1984 and Appendix XI to 2 CFR Part 200 - Compliance Supplement;
D-16
Project Name - Riverwood Grove Capital Project (Electrical Improvements) J 9 J.149/546992
iv. The single audit must include the following components:
(a) 8f)/ance Sheet or Statement of Financial Position;
(b) Statement of Support, -Revenue and Expenses and Changes in Fund Balances or Statement Activities;
(c) Statement of Functional Expenses
(d) Schedule of Expenditures of Federal Awards;
(e) Independent Auditor's Report on the Financial Statement and Schedule of Expenditures of Federal Awards;
(f) Auditors Report on Internal Control over Financial Reporting and on Compliance and Other Matters;
(g) Auditor's Report on Compli11nce with Requirements Applicable to Major Progn:ims and on Internal Control over Compliance; (h) Schedule of Findings and Questioned Costs;
0) Summary of Schedule of Prior Audit Findings;
0) Corrective Action Plan;
(k) Data Collection Form.
g. Organization's independent public accountant, certified to practice in the State of California, shall perform reviews of Organization internal control systems and Organization's compliance with applicable laws, regulations and requirements of this Agreement.

The independent public accountant shall issue a report oil the financial statements and the Schedule of Governmental Financial Assistance, a report on the study and evaluation of internal controls and a report on Organization compliance. The three reports may be bound into a single report or presented at the same time as sepc1rate documents.
h. Should Organization not enter into an agreement with an independent public accountant certified to practice in the State of California, or should an audit not be done on a timely basis, City, a.t its sole discretion, may enter into an agreement with an independent public accountant certified to practice in the State of California to perform the audit.

D-17
Project Name - Rive,wood Grove Capital Project (Electrical Improvements) 191.149/546992
i. City Audits. City may perform ail independent audit. Such audits may cover program as well as fiscal matters. Organization will be afforded ah opportunity to respond to any audit findings and have the responses included in the final audit report. Costs of such audits will be borne by City. j. Disallowed Costs. Organization is liable for repayment of disa.llowed costs a$ determined by City, iil its sole discretion, and/or HUD. Disallowed costs may be identified through audits, monitoring or other sources, Organization shall be afforded the opportunity to respond to any adven~e findings which may lead to disallowed costs, Director shall make the fihal determination of disallowed costs, subject to provisions of 2 CFR Part 200 and applicable HUD regulations.

SECTION 3. OTHER REQUIREMENTS OF GR.ANTEE

3.01 Client bata. The Organization shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request.

3.02 Disclosure. The Organization understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly ccmnected with the administration of the Organization's or subrecipient's responsibilities with respect to services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian.

To the extent allowed under law, City agrees to maintain the confidentiality of any informatlon regarding applicants for services offered by the Program pursuant to this Agreement or their immediate families which may be obtained through applicatiqn forms, interviews, tests, reports, from public agencies or counselors, or any other source, Without the written permission of the applicant, such information shall be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to ihis Agreement, and then only to persons having responsibilities under the Agreement, including those furnishing services under the Program through subcontracts.

3.03 Close-outs. The subr'ecipient's obligation to the City shall not end until all closeout requirements are completed pursuant to 24 CFR § 570.509. Activities during this close-out period shall incluc;le, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the City), and determining the custodianship of records.

Notwithstanding the foregoing, the terms of this Agreement shall remain iri effect during any period that the subrecipient has control over CDBG funds, including program income.

D-18
Project Name - Rivetwood Grove Capital Project (Electrical Improvements) /91.149/546992

3.04 Program Income. The Organization shall report all program income (as defined at 24 CFR § 570.500(a)) generated by activities carried out with CDBG funds made available under this Agreement. The use of program income by the subrecipieht shall comply with the requirements setforth at24 CFR § 570.504. Byway offurther limitatlons, the subrecipient may use such income during the contract period for activities permitted under this Agreement and shall reduce re.quests for additional f~nds by the amount of any, such program income balances on hand. All unexpended program income shall be returned to the City at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury and from funds held in a revolving fund account is not program income and shall be remitted promptly to the City. ·

3.05 Indirect Costs. If indirect costs .are charged, the Organization will develop an indirect cost allocation plan for determining the appropricW':} Orgcmization's share of administrative costs and shall submit such plan to the City for approval; in a,form specified by the City. ·

3.06 Use and Reversion of Assets. The use and disposition of real property and equipment under this Agreement shall be in compliance with the requirements of 2 CFR Part 200 and 24 CFR §§ 570.502, 570.503, and 570.504, as applicable, which include but are not limited to the following:
a. The subrecipient shall transfer to the City any CDBG funds on hand and any accounts receivable attributable to the use of funds under this Agreement at the time of expiration, cancellation, or termination.
b. Real property under the subrecipient's control that was acquired or improved, in whole or in part, with funds under this Agreement in excess of $25,000 shall be used to meet one of the CDBG National Objectives pursuant to 24 CFR § 570.208 until five (5) years after expiration of this Agreement or such longer period of time as the City deems appropriate. If th.e Organization fails to use CDBG-assisted real property in a manner that meets a CDBG National Objective for the prescribed period of tlme, the subrecipient,shall pay the City an amount equal to the current fair market value of the property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. Such payment shall constitute program income to the City. The subrecipient may retain real property acquired or improved under this Agreement after the expiration of the five-year period or such longer period of time as the City deems appropriate. c. In all cases in which equipment acquired, in whole or in part, with funds under this Agreement is sold, the proceeds shall be program _income (prorated to reflect the extent to that funds received under this Agreement were used to acquire the equipment). Equipment not needed by the subrecipient for activities under this Agreement shall be (a) transferred to the City for the D-19
Project Name - Riverwood Grove Capital Project (Efectrica/ Improvements) 19].149/546992
CDBG Program or (b) retained 9fter compensqting the City an amount equal to the current fair market value of the equipment less the percentage of nonCDBG funds used to acquire the equipment.

3.07 Hatch Act. The Organization agrees that no funds providec;l, nor personnel employed under this Agreement, shall pe in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V bf the U.S.C.

3.08 HMIS Participation. All agencie$ providing homeless services in receipt of funding from the City's CDBG Program are required to fully participate in the Homeless Management Information System ("HMISJl) and work closely with the County of Sant9 Clara Office of Supportive Housing ("CSC OSH"), to ensure the agency has the mechanisms arid staffing in place to use the system appropriately and in a timely manner. Funded agencies are required to collect demographic information on all clients served by the funded projects, the services provided, and consent to release the information to CSC OSH ancj the City's Housing and Community Services Division.

Funded projects must utilize all appropriate aspects of HMIS in order to generate the statistical information required for rep~:>rting to the City on all universal and program ievel elements of the HUD Data Standards. These statisticc1.l reports must be generated directly out of HMIS. No adjustments to the HMIS reports will be accepted and it is therefore incumbent on the agency to ensure that the information they put into HMIS is accurate and up to date. City will measure performance and outcomes relating to these funded projects through the use of the HMIS statistical da.ta, based on the HUD data elements, or other reporting requirements as determined by the City. The City will reqLJest from the HMIS Administrator, acknowledgement of the recipient agencies' certificate of compliance With HUD privacy and security standards, acknowledgement of use of the Shelter Point program, and statistics on the percentage of Universal and Top Level Program data captured.

3.09 Language Access Plan (LAP), Organization shall fully implement and comply with the Language Access Plan ("LAP") as approved by City to ensure that limited English proficient clients have equal access to community programs and services.

3.10 Organization shall include in all outreach and marketing materials, including public websites, an affirmative statement that it will provide services br benefits to all persons, race, sex, color, age, religion, actual or perceived gender identity, sexual orientation, disability, ethnic or national origin, or familial status.

D-20
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT E

ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO

AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA, AND

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANOAROS

1.01 Ethical Standards For Contractors.

Termination of Agreement for Certain AGts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor1 does any of the following:
a, Is convicted2 of operating a business in violation of any Federal, State or local law or regulation.
b. Is convicteq of a crime punishable as a felony involving dishonesty3;
c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a city contractor or subcontractor; and/oi\
1 Forpurposes of this Agreement; the word "Consultant'' (whether a person or a legal entity) also refers to "Contractor" and means any of the following; an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. · 2 For purposes of this Agreement; the words "convicted" or ''conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contend.ere within the past five (5) years. 3 As used herein, ''dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

E-1
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

2. If fraudulent; criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated wlth the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or 011 behalf of the Contractor, with the Contractor's knowlec!g$, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.

B. The city may also terminate this Agreement in the event any ohe or more of the following occurs:

1. The City determines that Contractor no longer has the financial capability4 or business experience5 to perform th1;; terms of, or operate under, this Agreement; or,

2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with Cityi including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business licem~e (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will' have the burden of proof on the appeal. The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument. 4Conttactor becomes insolvent, transfers assets in fraud <if creditors, makes ai1 assignment for the benefit of creditors, files a petition under any section pr chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law ot statute oflhe United States or any state thereof; is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substai1tiaHy all of the assets of Contractor.
"Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

E-2
Project Name..., Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit E. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potehtially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and correct and are made under penalty of pe1jury under the laws of the State of California.

RIVERWOOD GROVE ASSOCIATES
a California limited partnership
By: MP Santa Clara Inc.,
A California non~profit public benefit corporation,
Its General Partner
Signature of Authori
Name: Michael J. Vergura
Title: Assistant Secretary

ORGANIZATION
E-3
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of execution of the affidavit by the signatoiy. If the affidavit is on behalf of a corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence of the q1uthority ofthe person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, sh.all be att,ached. . .

E-4
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Saa n,t\. .\-e D
)
)
On j"uV\e.. \ l 1 2,-61-'1 before rne, ~\J~.--+\(~<:>~V\-S_!M~--'--+-l ~~ o~\$. ~ r......, y,___~Q~\lb~~ •~ (_,,~- Date Here Insert Name and TitYe of the Officer personally appeared ~ b~ i~c..-_½~t-t~e,~l __ T_ .. ~~\l~e~r+-o>-~-r a.., _________ _ Name(s) of Signer(s) 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.

Place Notary Seal Above
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.

Signature __ ~_.._.._\~~D~ Vl ...... S~\-M~~----- Signature of Notary Public ---------------oPTIONAL---------------
1hough this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an· unintended document.

Description of Attached Document
Title or Type of Document: M{,~,~ ~f-- COMP\,uce_ Document Date: _ ___ _____ _ Number of Pages: 'l- Signer(s) Other Than Named Above: __ -__________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: _____ .,,,,,.,,_c.__ ____ _
□ Corporate Officer - Titl
Signer's Name:-----------,~ =------ □ Corporate Officer - Title(s'1"· ..... ______ _ □ Partner - □ Limit □ General □ Partner - □ Limited General □ Individual · Attorney in Fact □ Individual __ Attorney in Fact □ Trustee CJ Guardian or Conservator □ Trustee [ I Guardian· or Conservator □ Other: ______________ _ □ Other,· ______________ _
Signe Sign
~~~~~~'g,'§!(-,~~~~'%'%~'!;;.,,:~~~
©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
RIVERWOOD GRov·e ASSOCIATES
EXH1BIT F
GUIDELINE$ FOR MINORlTY--OWNED AND WOl\ilEN"OWNED

BUSINESS ENTERPRISES (MBE/WBE)
Section 281 of the National Affordable Housing Act requires each contractor to prescribe procedures to establish ahd oversee a minority outreach program for the receipt of all federal housing ahd community development funds including CDBG, HOME, HOPWA, ESG, Section 108, and BEDI grants.

The program shall include minority and women-owned businesses in all contracting ac;Uvities entered into by the contractor to facilitate the provision of affordable housing authorized under this Act or any other federal housing law applicable to such jurisdiction.

D~finitions:
• The City: the primary Organization of federal housing and commi,mity development funds is the City of Santa Clara.
• Developer/Contractor/ Subrecipient: The individual, company, corporation, partnership, business, or other entity that enters into a contract with the City of Santa Clara to carry outthe work, service, or project specified in connection with receiving a federal HUD grant.
• Subcontractor: Any entity which has agreed to undertake a portion of the developer/contractor/ subrecipient general contrl;lct.
111 Minority~Owned Business Enterprise (MBE): Business primarily (51 %) owned, operated, and controlled by one or more members of the following race/e;thnicity: Pacific lsland~r. American Native, African American/Black, American Indian/Alaskan Native, HawaiianWacific Islander, Asian, or Hispanic. • Women~Owned Business Enterprise (WBE): Primarily (51%) owned by one or more females.

RequiredProgram Parlicipants' Responsibility:
1 The City will ensure that when soliciting bids for service, construction, or maintaining "contractor lists" for developers/contractor/ subrecipient, the City will use the outreach provisions described under ''Outreach Criteria." 2 The City will require its developers/contractors/ subrecipient to carry out the provisions of MBE/WBE when soliciting bids of subcontractors.

F-1
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
Applicability:
• When the City makes a grant to a developer/contractor/ subrecipient for services or construction. ·
e When a developer/contractor/subrecipient's subcontracts for services or construction.
• When the grant received by the dE3veloper/contractor/ subrecipient, or subcontractor exceeds $10,000.
• When the developer/contractor/ subrecipients or subcontractor is a for-profit organization/business, or a nonprofit hire a for-profit subcontractor.

Steps to Meeting the Reporling Requireimmts:

1. If applicable, each developer/contractor/ sub recipient will need to self-certify to the city whether it is an MBE/WBE. A form will be provided to each agency awarded funds and reported annually by the developer/contractor/ subrecipients.

2. Each developer/contractor/ sub recipient will ensure thatevery subcontrac:tor also self-certifies whether it is a MBE!WBE and this information is reported annually.

3. The city will follow the guidelines for ''Outreach'' when soliciting bids for developer/contractor/ subrecipient.
4, Each developer/contractor/ sLibrecipient will follow the guidelines for "Outreach" when soliciting bids for subcontractors and will report these efforts annually to the City.

Required Outr~ach Criteria:
• The Hqusing and Community Services Division will maintain a list of local MBE/WBE companies and addresses a:nd distribute to all
developers/contractors/ sub recipients.
0 When developers/contractors/ subrecipient are soliciting bids from subcontractors, they will include in any notice to local newspaper that "Women and Minority Owned Businesses are strongly encouraged to apply." Developers/contractors/subcontractors, when feasible, are strongly encouraged to consider posting in Spanish and Vietnamese newspapers. 111 When the Housing and Comrnunity $ervices Division announces Notices of Funding Availability or Community Development Block Grants application availability, effortswill be made to include in local newspaper posting that "Women and Minority Owned Businesses are strongly encouraged to apply" and printed, when feasible, in Spanish and Vietnamese newspapers.

F-2
Project Name - Rive1w9od Grove Capital Project (Electrical Improvements) 19].149/546992
Grantee/ Contractor Name:

Pro·ect Number & Pro·ect Name:

Contact Person: Phone#:

Reporting Period: · Pmgram Code:

Oct.1. 20 __ - Sept 30, 20 __
7a: Type of Trade Codes: (Select
One)
1 = New Construction
2 = Subst,;mtial Rehab.
3 = Repair
4= Service
5 = Management
6 = Professional
7 = Tenant Services
8 = Education/Training
9 = Architect/Engineer
10 = Other
7b: RaciallEthnic Codes: (select one}
1 = White Americans
2 = Black Americans
3 = Native Americans
4 = Hispanic Americans
5 = Asian/Pacific Ameri.
6 = Hasidic Jews
7c: MBE/WBE: (YesJNo)
• MBE: Business primarily (51%) owned, operated and
controlled by one or more members of the following
race/ethnicity: Pacific Islander; American Native, African American/Black, American Indian/Alaskan Native,
Hawaiian/Pacific Islander, Asian, or Hispanic.
• WBE: Primarily owned (51 %) by one or more females.
7d. Sec 3 businesses: Those individuals, companies,
corporations1 partnerships, businesses, or other entities that are 51 % or more owned by persons residing within
the Section 3 area.

F-3
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
5: Program Codes.
(Complete for Housing
and Public and Indian ·
Housing programs only):
5 = Section 202 ·
6 = HUD-Held
(Management)
7 = Public/India Housing
8 = Section 811 ·

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT G
SECTION 3 GUIDELINES
Responsibilities and Procedures for Carrying Out the Requirements Under Section 3 of the Housing and \Jrban Development Act of 1968 Pertaining to Employment Opportunities for Lower-Income Persons,
Purpose:
10 ensure that, to the greatest extent feasible, projects financed by the United States Department of Housing and Urban Development (HUD) provide lower-income residents within the city the opportunity for employment and training. Additionally, the policy should . ensure that awards are made to businesses located or owned by persons residing within the City.

Definitions:
• The City: The primary Organization of federal housing and community development funds is the City of Santa Clara.
• Developer/Contractor/ subrecipient: The individual, company, corporation, partnership, business, or other entity that enters into a contract with the City of Santa Clara to carrying out the work, service, or project specified in connection with receiving a federal HUD grant
• Subcontractor: Any entity which has agreed to undertake a portion of the developer/contractor/ subcontractor general contract.
• Section 3 Area: Is the entirety of the area located within the incorporated bm,mdaries of the City of Santa Clara.
• Section 3 resid~nt: An individual who resides in the Section 3 area whose family income does not exceed 80% of the area median income (AMI), or is a resident of public housing, or is a person with disabilities.
• Section 3 businesses: Those individuals, companies, corporations, partnerships, businesses, or other entities that are 51 % or more owned by persons residing within the Section 3 area.

G-1
Project f\Jaine - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
Required Progra,m Parlicipants' Responsibility:
• The City will ensure thctt when contracting with developers, contractors, or . sltbrecipient, the City Will use the outreach provisions described under 't)utreach Criteria.,;
• The City will require its developers/contractors/subrecip1ents to carry out the provisions of MBE/WBE when soficiting bids of subcontractors.

Applicability:
• The grant frorn the city to the developer, contractor, or subrecipient is for housing rehabilitation, housing cbnstructio11, or other public construction projects; and • When a developer, contractor, or subrecipient receives a federal HUD grant in excess of $200,000 from the city; or
• A subcontractor receives a grant in excess of $100,000, Steps to Meeting the Reporling Reqqirem~nts:

1. If applicable, each developer; contractor, or subrecipient, and each subcontractor must self-certify whether they are a Section. 3 business, employs Section 3 residents, or subcontracts with business that provide opportunities to low and very low-income persons. A form will be provided by the Housing and Community Services to each eligible developer, contrc1ctor, or subcontractor which will be requested to be completed annually.

2. Each developer, contractor, or subrecipient must attempt to recruit and hire Section 3 residents or subcontract.with Section 3 busines.ses if it finds the nE}ed for additional staff to complete the project.

3. Developers, contractors, and subrecipients, who receive HUD funding, shall seek to participate in a HUD program or other programs that promote training and education of Section 3 residents. A form will be provided by the Housing and Community Services to each eligible developer, contractor, or subcontractor, which will be requested to be completed annually.

R~quired Outreach Criteria:
• When hiring, it is required of all developers, contractors, or subrecipie11t and subcontractors to attempt to recruit Section 3 residents through local media and advertisement; signs placed at the job site; and notifying community/public/privi:1te agencies that work with low-income people. ·
• When developers, contractors, or subrecipient are subcontracting, they showld seek to recruit Section 3 businesses.
• Developers, contractors, and subrecipient, who receive HUD funding, must seek to participate in a HUD program or other program that promotes training and education of Section 3 residents.

G-2
Project Name - Riverwood Grove Capital Project (E/ectdca/ Improvements) 191.149/546992 .

Goals:
• The city will develop goals for the hiring, training, and recruiting of Section 3 businesses and residents once implementqtion and data cEm be collected from current Org<=lnizations. These goals will be incorporated into the City's Section 3 Plan.
.Hours %
Total Labor Hours
Section 3 Worker Hours #DIV/DI
Section 3 Tar et Worker Hours #DIV/QI
0 NbTES
*Section 3 Worlcer i-lours:. A Sec;tion 3 Worker for CPD programs Is a worker who currently fits or, when hired wlthin the pa~t five y¢ars, fits c1t least one .of the following qitegorles:
(1) Is a low or very low-income worker that.met HUD Income limits in the previous c;i'llendar year (2) .rs employec:1 by a Section 3 I;iusiness concern (defined 24 tFR 75.5 (3) Is a YoµthB~llc:1 participant.
**Sec:t 3 Target Worker Hours: A Target Section 3 worker for CPD programs is a worker who meets the definition of a section 3 worker plus one pf the fqllowing: ·
(1) is a worker employed by a Section 3 business concern (c:leflned 24 CFR75.5) · (2) Or, when hired, fit ai: least one of the folloWllig categorfes, as documented within the past five years:
a. Living within the sei:vice. area or the neighborhood of the project (defined 24 CFR 75.5) b. A YouthBuild participant .
* If a GPD=assisted Section 3 project is co111blned with public housing financial assistance, the grantee has the option under 24 CPR.75.29 of followin the. ublic housin deflnltlqn of Tar eted Section 3 worker at 24 CFR 75.11 Naturi:? of Agen~y i:fforts
(;h~ckall that apply .. Mairatain retards for H.UD review documented efforts -- ----· -· -
. __ Outreach effort? to generate job applicants who are Public Housing targetEJd Workers __ Outreach efforts to generate job applicants Who are Other Funding Targeted Workers. __ Direct; on-the job training (including apprenticeships). __ Indirect training such as arranging for, contracting for, or paying tuition for, off-site training. --· Technical assistance to help Section 3 workers compete for jobs (e.g., resume assistance, coaching).
__ outreach efforts to identify and secure bids from Section 3 business concerns. --. Technical assistance to help Section 3 business concerns understand and bid on contracts. __ Division of contracts into smaller jobs to facilitate participation by Section 3 business concerns. __ Provided or connected residents with assistance in seeking employnwnt including: drafting resumes, preparing for interviews, finding job opportunities, connect)ng residents to job plc;icement services.
__ Held one or more job fairs.

Provided or connected residents with supportive services that can provide direct services or referrals.

Assisted residents with findin childcare.

G-3
Project Name - Rive,wood Grove Capital Project (Electrical Improvements) 191.149/546992

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RIVERWOOD GROVE ASSOCIATES

EXHIBIT H

AFFORDABILITY RESTRICTION AGREEMENT
This Use Agreement and Covenant ("Covenant") is entered by Riverwood Grove Associates("Owher") for the benefit of the City- of Sr:;mta Clari::1 (''City") on the terms and conditions set forth below.

RECITALS
A. Owner is the owner of certain real property located at 2150 Tasm:;in Drive in the City of Santa Clara, County bf Santa Clara, State of California, as more particularly described in the attached ATTACHMENT A ("Property Description").

B. Pursuant to Grant Agreement CDl-23-C02, with an end date June 30, 2035, City has made a grant of Community Development Block Grant ("CDBG") funds (the "Grant Award") to the Owner for Improvements (as defined in Section 1 below) to the Property,
C. Pursuant to 24 CFR 570.208, activities funded with grants of CDBG funds must meet one of the CDBG program'? three broad National Objectives: benefit lowand moderate-income households, aid in the prevention or elimination of slums or blight conditions or meet community development needs having a particular urgency.

D. The National Objective to benefit low- and moderate-income persons may be met by an activity that benefits a limited clientele, at least 51 percent of whom are lowand moderate-incqme persons (''Limited Clientele'} E. Pursuant to 24 CFR 570.505, where CDBG funds in excess of $25,000 are used to acquire or irnprove a grantee's property, or portion thereof, that property must be used to meet the National Objective for a period of five (5) years after the grant expires. The City is extending to a total of ten (10) years after the grant expires.

H-1
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
I
F. Consistent with 2 CFR 200 and 24 CFR 570.502, 570.503, and 570.505, as applicable, and as i:l condition of disbursement of CDBG funds, the Owner is required to maintain the Improvements and to maintain the intended use on the Property as described herein.

G. As a condition of the Grant Award, the City has required the Owner to execute and record a deecj of trust with assignment of rents, including exhibits thereto, which incorporate. by reference this Affordability Restriction Agreement requiting the maintenance of this use against the Property.

NOW, THEREFORE, for valw;1ble consideration, receipt of which is hereby acknowledged, the Owner agrees as follows:

1. IMPROVEMENT$
Pursuant to the Grant Awa'rd, the City of Santa Clara has made available CDBG funds for the following improvements on the Property: Upgrading main and sub electrical panels on the property;

2. USE COVENANT
The Owner agrees that Improvements shall be used in accordance with their planned use (i.e., improvements to an affordable multi-family residential development with incomes at or below 80% AMI) (collectively, the "CDBG Use") for the duration of the term of this Covenant. Owner agrees to maintain the CD BG Use in accordance with all applicable CDBG program requirements for the term of this Covenant. The Grant Award is conditioned upon the Owner maintaining the ODBG Use. for a period not less than ten (10) years.

Owner hereby warrants, represents, and agrees that it shall not interfere with, terminate, or otherwise discontinue the CDBG Use during the term of this Covenant. If Owner terminates or otherwise suspends the CDBG Use during the first (1st) year of the term of this Covenant, the Owner agrees it shall be immediately obligated to refund to City all of the Grant Award funds, unless the City and the Owner otherwise agree in writing. If Owner terminates or otherwise suspends the CDBG Use between the second (2nd) and the tenth (10th) years of the Term, Owner agrees it shall be immediately obligated to refund to CITY a proH-2 Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
rated portion of the Grant Award funds unless the City and the Owner otherwise agree in writing.

3. TERM
This Covenant shall expire on the Affordability Restriction Agreement end date of the Grant Award. Until the 1 0~h anniversary of the end date of the Grant Award, the Covenant shall be for the benefit of City and the U.S. Department of Housing and Urban Development ("HUD'}

4. MAINTENANCE COVENANT
The Owner shall maintain the Improvements and the portion of the Property where they are located consistent with COBG rules, The Owner shall not make or allow any changes thereto that would prevent the use of Improvements for the activities. described in Section 2. On an annual basis, the Owner shall submit to the City a certificate of self-insurance or other proof of adequate property insurance.

5. RUNS WITH THE LANO
The Owner hereby declares its understanding and intent that:
(i) The covenants and restrictions contained herein shall be construed as covenants running with the land pursuant to California Civil Code section 1468 and not as conditions which might result in forfeiture of title by Owner; and,
(ii) The bµrden of the covenants and restrictions set forth in this Covenant touch and concern the interest in the Property in that the Owner's legal interest in the Property; and,
(iii) The benefit of the covenants and restrictions set forth in this Covenant touch and concern the Property by enhancing and increasing the enjoyment and use of the Property by low and moderate-income residents of the community, the intended beneficiaries of such covenants and restrictions.

All covenants and restrictions contained herein without regard to technical classification or designation shall be binding_ upon the Owner and its successors H-3
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 19U49/546992
in interest for the benefit of the city, and such covenants and restrictions shall run in favor of such the City for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate.

6. NON-DISCRIIVIINATION
The Grant Award is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) arid 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of k=md acquired, cleared or improved with assistance provided under the Grant Award, the Owner shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin, in the sale, lease or rental, or in tire use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants.

7. REMEDIES
In the event of any breach of any of the covenants or restrictions set forth herein (a 111Default"), the City shc1II have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other real property proceeding. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to enforce the provisions hereof in the future for any continuing or new breach or violation of any of the covenants or restrictions contained in this Covenant. All rights and remedies, including without limitation, any action to obtain repayment of the Grant Award, of any party legally entitled to enforce this Covenant, shall be cumulative and the exercise of any such right or remedy shall not impair or prejudice and shall notbea waiver of the right to exercise any other such rights and remedies.

8. NOTICES
Any notice or submittal required or permitted to be given to the City under this Covenant shall be in writing and personally served or sent by U.S. Mail, postage prepaid; addressed as follows:

H-4
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 19 l.149/546992
To City: City of Santa Clara
c/o Housing and Community Services
1500 Warburton Avenue
Santa crara, CA 95050

9. RECITALS AND EXHIBITS
Attachment A: For Exhibit H -Affordability Restriction Agreement The above recltals and the attached exhibits are hereby incorporated and made a part of this Covenant.

H-5
Project Name - Riverwood Grove Capffal Project (Electrical Improvements) 191.149/546992
Attachment A
(For Exhibit HMUse Agreement)
Property Legal. Description
Owner Name: RIVERWOOD GROVE ASSOCIATES
The land referred ,o is situated in the County of Santa Clara, City of Santa Clara, State of California, and is described as follows:

PARCEL 1, so designated and delineated on the Parcel Map recorded February 22, 2001 in Book
737 of Maps, Pages 19 and 20, Santa Clara County Records.

APN: 097-05-108
H-6
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
IN WITNESS WHERE OF, the Organization has executed this Covenant as of the date below
OWNER/ORGANIZATION:

RIVERWOOD GROVE ASSOCIATES,
a California limited partnership
By: MP Santa Clara Inc.

A California non-profit public benefit corporation,
Its General Partner
Title: Assistant Sec
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: 1\we... \ \ , 101\.\
H-7
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Sm ntakeo )
On '.T U-1\C--::l l , '20 ,}:( before me, _\I,._,_, '5.__a ..,_. 11\.S...____, ¼Q-=-a,_+-+- 1 _._N=O=~-'-=--'~-f-f'-d+--~P~u~b~\~~· ( _ _.,~_ Date Here Insert Name and Title of the Officer
personally appeared _ _,h.___.:..._ ~c..½4, -=-----=><""' e~l~ _,::r: ..._,___ ~ \l...1--:~"-'-\ -E- B¼-\J-=--'-l_a... -=----- ------ Name(s) o'?Signer(s) 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 lie/she/they executed the same in his/her/their authorized capacityCTes), 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.

Place Notary Seal Above
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.

Signature _ ___. J '-1~.........,,. 'b""-- V).....,S...._"7-=---=- Ct,,_,_/l _____ _ Signature of Notary Public
--------------- opnoNAL ------------~ -..- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an· unintended document.

Description of Attached Document _
Title or Type of Document: C,ol\tr~lNbot-: &gte.U'~ Document Date: _______ _ Number of Pages: - Signer(s) other Than Named Above: ___ -_________ _ Capacity{ies) Claimed by Signer(s)
Signer's Name:---- --~-----
□ Corporate Officer - Title{s):1,;,~--- - ---
0 Partner - D Limited eneral
D Individual □ orney in Fact
D Trustee J Guardian or Conservator
D Other: ~ - ------------ Signer
Signer's Name:----------==- ""--- - - -
□ Corporate Officer - Title
D PaItner - 0 Lirni D General
D Individual LJ Attorney in Fact
D Trustee t·.1 Guardian· or Conservator
D Ot
Signer Is Representing: ________ _
~l;~~'g<.'g(,,~~~'g(;~~'IB;,~~~(;.~~'g(;.~~~
©201 4 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND
RIVERWOOD GROVE A$SQCIATES

EXHIBIT I

PROMISSORY NOTE

SECURED BY DEED OF TRUST
Riverwood Grove·Energy Improvements Project
$350,000 Santa Clara, C~lifornia
.....,J~1.u=-1=e__._l \"-+-1 _ _,, 2024
FOR VALUE RECEIVED, the undersigned, RIVERWOOD GROVE ASSOCIATES, a California limited partnership f
1 Owner") promises to pay to the CITY OF SANTA CLARA,
a Chartered Califorhia Municipal Corporation, (the "City") at 1500 Warburton Avenue, Santa Clara, CA 95050, or such other place as the City may from time to time designate in writing, the principal sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000). . .

This Note, along with the agreement by and between the City of Santa Clara and RIVERWOOD GROVE ASSOCIATES, to carry out Riverwood Grove Energy Improvements for the 2023- 24 program year, as may be amended from time to time, (the "Grant Agreement"), is secured by a deed of trust with assignment of rents of even date herewith to be recorded in the Official Records of the City of Santa Clara ("Deed of Trust") which encumbers the Property (APN 097'-05-108) located at 2150 Tasman Drive, in the City of Santa Clara, as more particularly described in Exhibit A to the Deed of Trust.

In addition to this Note, the terms and conditions of the indebtedness evidenced by this Note are set forth in the Deed Of Trust, and the Grant Agreement (collectively the "Grant Documents"). Except where expressly stated otherwise, if there is any conflict between this Note; on the one hand, and the Grant Loan Documents, on the other, this Note shall control.

1. Interest. The principal sum of this Note shall not accrue interest.

2. Payment. The entire unpaid balance of principal and interest shall be due ahd payable in the event of a default under the Loan Documents occurring by the Tenth Anniversary of the recordation of the Deed of Trust, or as extended by an amendment to the Agreement. If such a 1-1
Project Name - Riverwood Grove Capital Project (Electn'cal Improvements) 191.14915.46992
default has not occurred by this date, the Loan shall convert to a grant, the Owner shail be entitled to request a reconveyance of the Deed of Trust and cancellation of this Note. After the reconveyance of the Deed of Trust, the Owner shall have no further ·obligation under the Grant Documents.

BORROWER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE ENITRE

PRINCIPAL SUM OF THE PROMISSORY NOTE MAY BE UNPAID AND DUE AND PAYBLE ON THE MATURITY DATE.
3, Acceleration of Obligation

3.1 All unpaid principal, plus any applicable foes or charges due under this Note, or the Grant Documents, shall, at the option of the City, be immediately due and payable, time being of the essence, if during the term of this Nofe there occurs arw of the following:
(a) The violation by Borrower of ;my covenant or provision required to be performed by Borrower under the terms of this Note, or the Loan Documents, or the occurrence of any event of default under any of such documents; or
(b) The voluntary or involuntary (including by operc:ttion of law), sale, transfer, lease, pledge, encumbrance, creation of a security interest in, or otherwise hypothecation or alienation of all or any part of th~ security secured by the Deed of Trust ("Security"), without City's prior written consent, except as allowed \n the Deed of Trust. The consent by the City to any sale, transfer, le;3se, pledge, encumbrance, creation of a seclJrity interest in, or other hypothecation of the Security shall not be deemed to constitute a novat\on or a consent to any further sale, transfer, lease, pledge encumbrance, creation of a security interest ih or other hypothecation of, the Security without notice to and consent by the City. The City may, at its option, declare the indebtedness secured hereby immediately due and payable without notice to the Owner or any other person or entity (except as provided herein), upon all such safe, transfer, lease, pledge, encumbrance, creation of a security interest in, or other hypothecation or alienation in violation hereof. Without the written consent of the City, no sale, transfer, lease, pledge encumbrance, creation of security interest in, or other hypothecation of; the Security shall relieve or release the Owner from primary liability under the Deed of Trust or this Note, as the case rnay be. As used in this Section

4.1(b) the term "transfer" includes, without limitation, the following transactions:

Project Name - Riverwood Grove Capital Project (Electrical Improvements) 19i.l19/546992
(i) Any total or partial sale, assignment or conveyance, or creation of any trust or power, or any transfer in any
other mode or form with respect to the Security or any
paid thereof or any interest therein, or .:my contract or agreement to do the same; and,
(ii) The cumulative transfer, other than to affiliate of owner or an affiliate of a partner iii owner, of more
than ten percent (10%) of the capital stock, partnership profit and loss interest, or other form of interest in
Owner; and,
(Hi) any merger, consolitjation, sc\le or lease of all or · · substantially all of the assets of the Owner.
(c) Owner defa1,.1lts under any of the other deeds of trust that encumber the Property.

3.2 From and after the time at Whic:h City has the right to accelerate the repayment of this Note pursuant to Section 4.1 above, the entire principal sum of this Note shall automatically bear a maximum interest rate permitted by Section I (2) ofArticle XV of the California Constitution ("DefaultRate").

3.3 Borrower shall have the right but not the obligation to prepay, without penalty, at ariy time all or any portion of the outstanding principal balance of this-Note.

3.4 Notwithstanding any agreements between Borrower and City, in no event shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by the u.sury laws of the State of California. Any such payment$ that are determined to exceed applicable usury rates, shall be deemed a payment of principal.

4. Waiver by Owner. Owner, any endorser of this Note, and all others who may · become liable for all or any part of the obligations evidenced by this Note hereby severally waive demand, presentment for payment, dem,md and protest, notice of protest, demand and dishonor and non-payment and consent to any number of renewals or extensions of time hereof. Any such renewals or extensiohs may be made without notice to any of said parties and without affecting their liability. 1he pleading or any statute of limitations as a defense to any demand against the Owner is expressly waived by Owner.

5. Other Encumbrances.

5.1 Subjectto the terms of the Deed ofTrustwhich, in this case, shall control 1-3
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.i49/546992
over the Note; Borrower shall not further encumber) mortgage, or subject the Property or any interest therein to a Deed of Trust without the prior written consent of the City.

5.2 Except for all Deeds of Trust recorded c1gc1inst the Property prior to the date of this Note, unless the City shall expressly agree otherwise in writing, all mortgage and Deed of Trust documents affecting the Property $hall provide that ih the event of any default or breach by the Borrower under any mortgage or Financing Statement other than the Deed of Trust entitling any · party thereunder to accelerate the indebtedness secured thereby and forecl.ose upon the Property or any interest therein, the City mayj at its option, (a) cure the default prior to the completion of any foreclosure and reinstate the mortgage Deed ofTrust, or (b) pay the total unpaid indebtedness secured by such mortgage or Deed of Trust; , in which eveht such mortgage or Deed of Trust shall be released.

Amounts expended by the City under this pt:lragnwh shall be reimbursed by Borrower upon demand of the City therefor, and, in the event, shali bear interest at the maximum rate permitted by Section 1 (2) of Article XV of the California Constitution from the date advanced by the City uhtil paid in full. All such amounts (including such interest) shall be added to the principal of this Note. The approval by Borrower of any mortgage or Deed of Trust documents, and the placing of a security interest therefor on the Property or any portion thereof, not containing the provisions required by this Paragraph 5 shall c·onstitute a default under this Note.

6. Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder.

7. Purpose of Agreement. It is the intent of the parties that the relationship evidenced by this Note shall be deemed to be one of debtor/creditor, and not of partnership or joint venture.

8. Waiver by City. Any failure of the City or other holder to exercise any rights hereunder shall not constitute a waiver of the rights to the later exercise thereof.
9: Amendment. This Note may not be changed, amended or modified orally.

10. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.

11. Binding on Successors. The terms of this Note $hall apply to, inure to the benefit of, and bind all parties hereto, their h~irs, legatees, devisees, administrators, executors, personal representatives, successors, and assigns. Whenever used, the words 110wner", l<Grantee", "Organization" and "Trustor" shall be deemed to include the respective heirs, legatees, devisees, administrators, executors, personal representatives, successors 1-4
Project Name - Riverwood Grove Capital Project (Electn'cal Improvements) 191.149/546992
and assigns of Maker and Holder.

12. No Individual Liability. Notwithstanding any provisions of this Note or the Grant Documents to the contrary, no director, officer, employee, shareholder, or other individual associated with the Owner shall have any personal liability . under this Note or the Grant Documents, it being the intention of the patties that such liability is imposed solely on the corporate entity which comprises the Owner.

IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

RIVERWOOD GROVE ASSOCIATES
a California limited partnership
By: MP Santa Clara Inc.

A California non-profit public benefit corporation ,
Its General Partner
By:

Title: Assistant Secret
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
-
Date: - ~J ~W'\~e_~ \~\ _, ~2_~0~1~4 _ _
1-5
Project Name - Riverwood Grove Capital Project (Electn'cal Improvements) l 91.149/546992

CONTRIBUTION AGREEMENT

BY AND BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA
AND

RJVERWOOD GROVE ASSOCIATES

EXHIBIT J

DEED OF TRUST
J-1
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/54699:2

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
Name: City Cierk;s Office
Street Address: 1500 Warburton Avenue
City & State: Santa Clara, California
Zip Code: 95050
order No.: __________ _
REC
RMF
MICRO
RTCF
LIEN
SMPF
PCOR
Parcel No.: __________ _ SPACE ABOVE THIS ~INE FOR RECORDER'S USE TO BE RECORDED WITHOUT FEE FOR GOVERNMENT CODE SELECTIONS 6103 AND 27383 .

DE.ED OF TRUST WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
This DE.ED OF TRUST made this __ day of ____ , 2024 between RIVERWOOD GROVE ASSOCIATES, a California limited partnership , herein called Trustor, whose address is 2150 Tasman Drive, Santa Clara, CA 95050, the City of Santa Clara, herein called Trustee, and the CITY OF SANTA CLARA, herein called Beneficiary.

Witnessed: That Trustor irrevocably grants, transfer and assigns to Trustee in Trust, with Power of Sale, that Property located at 2150 tasman Drive1 Santa Clara, CA 95054 in the City of Santa Clara, County of Santa Clara, California, more particularly described as in EXHIBIT A Legal Description, attached hereto and incorporated herein.

If the Trostor shc:\11 sell, convey or al1enate said property, or any part thereof, or any interest therein, or shall be dlvested of his title or any interest therein in any manner or way; whether voluntarily or involuntarily, without the written consent of the beneficiary being first had and obtained, beheficiary shall have the right, at its option, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.

TOGETHER WITH the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.

For the Purpose of Securing (1) payment of the sum of ($350,000.00) according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Truster incorporated J-2
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
by reference or contained herein or reciting it is so secured; (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.

To protect the security of this Deed of Trust, and with respect to the property above described, . Trustor expressly makes each and all of the agreements, and adopts and agrees fo perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county' recorder of the county where said property is located, noted below opposite the name of such county, namely:

COUNTY BOOK PAGE COUNTY' BOOK 1 PAGE COONT'Y BOOK P.KGE; COUNTY BOOK' PAGE Alameda 1288 556 Kings 858 713 Placer 1028 379 Sierra 38 187 Alpine 3 130-31 Lake 437 110 Plumas 16.6 1:10.7 Siskiyou 506 762 Amadqr 133 43~ Lassen 192 367 R/V~rsid~ 378!) 347 . Solano 1287 621 Butte 1330 513 Los Angeles T-3878 874 Sacramento 71~10-26 615 Sonoma 2067 427 Calaveras· 185 338 Madera 911 136 San Benito 300 405 Stanislaus 1970 56 Golus,i 323 391 Marin 1849 122 San B!lniardlno 6213 768. Sutter 5i;5 585 Contra: Costa 4684 1 Mariposa 9ff 453 San Francisco A-804 596 Tehama 457 183 Del Norte 101 549 Mendocino 667 99 San Juaquln 2855 283 Trinity 108. 595 EIDdradb 704 635 Merced 1660 753 San Luis Obispo 1311 137· Tulare 2530· 108 Fresno 5052 623 Modoc 191 93 San Mateo 4788 175 ruolumhe· 177 160 Glenn 469 76 Monq 69 302 Santa Barbara 2065 881 Ventura 2607 237 HumboJdt 801 83 Monterey . 357 2q9 Santa Clara 6(126 664 Yolo 769 16 lmpe.rial 1189 101 Napa. 704 742 !',anta Cruz: 1li38 607 Yuba 398 693 lnyo 165 672 Nevada 363 94 Shasta 800 633
Kem 3756 690 orange 7182. 18 San Diego SERIES 5 Book 1964, Page 149774 Said agreements, terms and provisions cont<;1ined in said subdivision A and B, (identical in all counties are printed on the reverse side hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forl:h at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by laws.

The foregoing assignment of rents is abs.olute unless initiated. here, in which case, the assignment serves as additional secwity.

BY SIGNING BELOW, Trustor accepts and agrees to the terms and covenants contained in this Security Instrument (including those provisions of the Fictitious Deed of Trust that are incorporated by reference) and in the Rider executed by Trustor and attached hereto as EXHIBIT B and incorporated hereby.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at this address hereinbefore set forth.

J-3
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

RIVERWOOD GROVE ASSOCIATES,
a California limited partnership
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation,
Its General Partner
Title: Assistant Secretar
Address: 303 Vintage Park Drive, Suite 250
Foster City, CA 94404
Date:

J-4
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
. '
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ~ 11.0t.~eD )
On :S:-LIBk l \ 1 'Z62-"i before me, ~"~•~'t'IOV\ ~ --.5.....,!:--=-M~ ,~~-t:>_W~ _.,.... S±_ Q~cl,- ~\.\~• G~ -~ Date Here Insert Name and'titte of the Officer
personally appeared --+- t'-'~'l:,~~~--e~J~ ~I~. ~· _'1~-e~f_,f(_u~r_a..... _· -------- Name(s) o't Signer(s) 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· acl<nowledged 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 tile instrument.

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

WITNESS my hand and official seal.

Signature __ ~~K-~ ~-~------ Signature of Notary Public

OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an· unintended document.

Description of Attached Document
Title or Type of Document: ()l!eA_ •~ Tfu&} Document Date: _ _____ _ Number of Pages: - Signer(s) other Than Named Above: _____ -_______ _ Capacity(ies) Claimed by Signer(s)
Signer's Name:-------:;,,,-------- □ Corporate Officer - Title(s7 •. ______ _ Signer's Name: _ ___________ _
D Corporate Officer - Title{s): -::::,,,,-=---- -
D Partner - D Limited General □ Partner - 0 Limited eneral D Individual ttorney in Fact D Individual orney in Fact D Trustee [ J Guardian or Conservator [J Guardian or Conservator D Other: ~ -------------- Signe
.;:::;~~~~~~~~~~~~~W.:.'%~~'%~~
©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1 -800-876-6827) Item #5907 0 The. following is a copy of provisions (1) to (14) inclusive, of the fictitious Deed of Trust, recorded in each couhty in California, as stated in the foregoing Deed of Trust and incorporated by reference in said Deed ofTrust as being a part thereof as if set forth at length therein.

A. To Protect the Security of This Deed of Trust, Trustor Agrees:
(1) To keep said property in good condition and repair; not to remove or demolish any building thereon;. to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefore; to comply with c;1.ll laws affecting said property or requiring any alterations or improvements to be made the1reon; notto commit or permit waste thereof; not to commit, suffer or permit c1ny act upon said property in yiolation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumeration herein not exch,.1ding the general.
(2) ro provide, maintain and deliver to Beneficiary fire insuranc1:; satisfactory to and with loss payable to Beneficiary. The amo1,.mt collected under any fire or Beneficiary may apply other insurance policy upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part· thereof may be released to Truster. Such appllcation or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (4) To pay: at least ten -days before delinquency all taxes and assessments affecting sc:1id properly, including as$essments on appurtenant water stocl<; when due, all encumbrances, charges, and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.
(5) Should Truster fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Truster and without releasing Truster from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof; Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any in cumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; .

J-5
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
(;tnd, in exercising any such powers, pc;1y necessary expenses, employ counsel and pay his reasonable fees.

13. It is mutually agreed:
(1) That any award of damages in connection With any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
(2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not, waive his right either to require prompt payment wheh due of all other sums so secured or to declare default torfailure so to pay. (3) That at any time or from time t6 lime1 without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the niaking of ahy map or plat thereof join in granting any easement thereon; or Join in any extension agreement or any agreement subordinating the lien or charge hereof.
(4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention 1:lnd upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Owner in such recohveyance may be described as 11the person or persons legally entitled thereto. 11 Five years after issuance of such lull reconveyance, Trustee may destroy said note and this Deed (unless directed in such request to retain them).
(5) That i:\S 9dditional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured h~reby or in performance of any agreement hereunder, to collect c;1nd retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary m.ay at an·y time without notice1 either ln person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otheIwise collect such rents, issues and profits. including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any ihdebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection J-6
Project Name - Rive1Wood Grove Capital Project (Electrical fmprovements) 19l.149/546992
of such rents, issues and profits and the application thereof as aforesaid, shall not cure or Wr;live any default or notice of default hereunder or invalidate any act done pursuant to such notice.
(6) That upon default by Trustor in payment of any indebtedness secured hereby or in ) performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration or default aild demand for sale and of written notice of default and of election. to cause to be sold said property, which notice Trustee. shall cause to be filed for record. Beneficiary also shall deposit with Trustee thi$ Deed, said note and all documents evidencing expenditures secured hereby.

After the lapse of such time. as may then be required by law following the recordation or said notice of default, arid notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cclsh in lawful money of the United Statesi payclble c:\t time of sale, Trustee may postpone sale of all or ariy portion of said property by public announcement at such time and place of sale, and from time to lime thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its cieed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, at Beneficiary as hereinafter defined may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect atthe date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
(7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute cl successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shail be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.

J-7
Project Name - Riv13rwood Grove Capital Project (Electrical Improvements) 191.149/546992
(8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder; including pledgees, or the note secured herepy, whether or not named as Beneficiary herein. lh this Deed, whenever the context so requires, the mascullne gender includes the feminine and/or neuter, and the singular number includes the plural. (9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Truster,. Beneficiary or Trustee shall be a party unless brought by Trustee.

J-8
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

DO NOT RECORD
REQUEST FOR FULL RECONVEYANCE TO TRUSTEE~
The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully pE1id and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to your underline terms of said deed of Trw~t, to cancei said note or notes apove mentioned and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, tog¢ther with the said Deed of Trust, and to reconvey, without warranty, fo the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.

Dated ---------
Please mail Deed of Trust,
Note and Reconveyance to: RIVERWOOD GROVE ASSOCIATES
303 Vintage Park Drive, Suite 250, Foster City, CA 94404 Do not lose or destroy this Deed of Trust OR THE NOTE, which it secures. Both must be delivered to the Trustee
J-9
Project Name - RiveNvood Grove Capital Project (Electrical Improvements) 191.149/546992

EXHIBIT A
(For Deed of Trust)
Property Legal Description
The land referred to is situated in the County of Santa Clara, City of Santa Clara, State of California, and is described as follows:

PARCEL 1, so designated and delineated on the _Parcel Map recorded February 22, 2001 in Book
737 of Maps, Pages 19 and 20, Santa Clara County Records.

APN: 097,-05-108
APN: 097-05-108
J-10
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992

EXHIBIT B

RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS
THIS RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS is made this -- day of ______ , 2024, and is incorporated ihto and shall be deemed to amend and supplement the Deed of Trust and Assignment of Rents C"Deeq of Trust") covering real property and ahy improvements thereon located 215.0 Tasman Drive, Santa Clara, CA 95054, and further described in the property description set forth in the Deed of Trust, ("Property"), of the same date given by the undersigned, RIVERWOOD GROVE ASSOCIATES, a California limited partner$hip Cfrustor11 ) to secureTrustor's promissory note to the City of Santa Clara, a municipal corporation ("City") in the amount of THREE HUNDRED FIFTY THOUSAND DOLLARS AND NO/100 ($350,000.00) dated of even date herewith (the "Note").

In addition to the covenants and agreements made in the Deed of Trust, City and Trustor · further covenant and agree as follows:

1. This Rider and the Deed of Trust are made in connection with a certain Grant Agreement by and between the City of Santa Clara and RIVERWOOD GROVE ASSOCIATES_, for the .2023-24 programs, as may be amended from time to time ("Grant Agreement'').

The Grant Agreement provides that Truster is the recipient of certain Community Development Block Grant ("CDBG") funds designated for rehabilitating Truster's building located at 2150 Tasman Drive in Santa Clara, California (the "Facility").

2. All sums secured by the Deed of Trust shall, at the option of City, become imme·diately due and payable upon:
(a) The sale or transfer by Trustor of the Facility or Property, without the prior written consent of City, prior to time periods specifieq in the Note and Grant Agreement; or,
(b) A use by Truster of the Property or the Facility, prior to the expiration of tlme periods specified in the Note and Grant Agreement and the reconveyance of the Deed of Trust, which violates the terms of the Grant Agreement including J-11
Project Name - Riverwood Grove Capital Project (Electrical lmproirements) 191.149/546992
the Affordability Restriction attached thereto, or which is not an "eligiple activity" wnder Title 1 of the Housing and Community Development Act of 197 4, Public Law 93-383, as amended and regulations issued pursuant thereto by the United States Department of Housing and Urban Development; or, ( c) An uncured default under the terms of the Deed of Trust. If City exercises this option, City shall give Trustor notice of acceleration. The notice shall provide a period of not less than sixty (60) days from the date the notice is mailed, within which Trustor must pay all sums secured py the Deed of Trust, If Trw:;tor fails to pay these sums prior to the expiration of this sixty (60) day period, such failure shall constitute an uncured default and City may invoke any remedies permitted by the Deed of rrust without further notice or demand on Trustor.

3. The sums secured by the Deed of Trust shall pe considered paid in full if the contingencies set forth in the Note and Grant Agreement have not occurred Within the time periods $et forth in the Grant Agreement. When said contingencies in the Note and the Grant Agreement do not occur within the time periods specified in the Grant Agreement, the Promissory Note shall have no further force or effect and shall be deemed hull and void at the end of the latter of the time periods specified in the Grant Agreement, and City shall instruct the Trustee of the Deed of Trust to execute a full reconveyance, without warranty, of the Property qescribed in the Deed of Trust.

4. Trustor hereby agrees to indemnify, hold harmless and defend with counsel of City's choice, City, its agents, successors, and assigns for any and all expenses, costs, or liabilities directly or indirectly caused by displacement of and relocation of tenants located at the Facility.
~HE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
J-12
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
By signing below, Trustor accepts and agrees to the terms and provisions contained in this Rider.

IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.

OWNER/ORGANIZATION:

RIVERWOOD GROVE ASSOCIATES,
a California limited partnership
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation,
Its General Partner
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City, CA 94404
Date:

J-13
Project Name - Riverwood Grove Capital Project (Electrical Improvements) 191.149/546992
CALDFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of ~ Y\.tl ~eo )
On Tul\t. ~\ I ~ -i."t before me. \J .. b:°"1.S me)/ ~ b w '4= e \)b\r CI Date Here Insert Name and Title of the Officer
personally ~ppeared h ~ c....\\ 0t. e-L :r .. \l er 5 u r tL.

Name(s) of Signer(s)
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 acl<nowledged 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.

Place Notari Seal Above
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.

Signature __ ~.,._._'5--"--Q"'""-"l/\....,.,_.5.__ml) ______ _ Signature of Notary Public
--------------- opnoNAL --------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an· unintended document.

Description of Attached Document
Title or Type of Document: '&,:A"r -tt> rwA..o.f T(v~~ Document Date: __ --_____ _ Number of Pages: · Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: ___________ _ Signer's Name: ____________ _ □ Corporate Officer - Title(s): _______ _ □ Corporate Officer - Titl □ Partner - □ Limited eneral □ Partner - 0 Li □ General □ Individual □ ney in Fact □ Individual [J Attorney in Fact □ Trustee Guardian or Conservator 0 Truste L1 Guardian or Conservator 0 Other: ----,,-c-------------
Signer Is epresenting: ________ _
□ Ot r: ______________ _ Signer Is Representing: ________ _ ™'&~~?,CQJ;;~J~~~'g;,'Pi,'s~l¼,,'fil>"Wv'%~~~~~~~~~
©2014 National Notary Association· www.NatlonalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Ebix Compliant
Name:

Acoount Number:

Address:
status:

The fo v.rin g deficiencies are according to last validation on :06{1 8/2024 Date Policy Coverage Deficiency
1212812023 Certificate Cancellation Days does not meet re~uired minimum.

Mid-Penirnsula Housing Coalition J!..

S200005214
303 Vintage Park Dr ste 250, San Mateo, CA, 94404
Compriant with minor/~iring_d~e1i~LeJ1ctes~
Waiver
Waived Reason
No
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-456 Agenda Date: 5/13/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for Public Works at 1111 Washington Street and 2089 Bray Avenue

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 declares and determines that City forces can better perform the installation of the following electric facilities and approve the use of City forces.

Estimate Number: 39588
Location: 1111 Washington Street
Type of Service: New Business (2005)
Description of Work: New underground service.

Estimated Cost: $57,086
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer Service Charges
Estimate Number: 39986
Location: 2089 Bray Avenue
Type of Service: New Business (2005)
Description of Work: Provide new overhead service for temporary soil excavation site.

City of Santa Clara Page 1 of 2 Printed on 5/9/2025
powered by Legistar™
25-456 Agenda Date: 5/13/2025
Estimated Cost: $3,629
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Historically, City staff has performed small project work like this under the use of City Forces exception and justification above. In preparation for the implementation and roll out of the new Arcos crew management system scheduled to go live in spring/summer 2025, SVP staff will be developing a process to review this practice on a routine basis to provide further support for this approach.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations as the proposed work involves the installation of electric 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 $60,715 are 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 [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 15303 (Class 3 - New Construction or Conversion of Small Structures) of Title 14 of the California Code of Regulations; and

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 1111 Washington Street and 2089 Bray Avenue 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: Nico Procos, Acting Director of Electric Utility Approved by: Jovan D. Grogan, City Manager
City of Santa Clara Page 2 of 2 Printed on 5/9/2025
powered by Legistar™
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-465 Agenda Date: 5/13/2025

REPORT TO COUNCIL

SUBJECT
Action on Adopting a Resolution to Delegate Authority to the City Manager to Execute Amendments to the United States Department of Energy Western Area Power Administration Sierra Nevada Region Contract for Electric Service Base Resource Contract 20-SNR-02364 for Calendar Years 2025 through 2054

COUNCIL PILLAR
Promote Sustainability and Environmental Protection

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), purchases power generated at federally owned hydroelectric facilities that make up the Central Valley Project (CVP Base Resource) through a contract with the United States Department of Energy’s (DOE) power market administrator, Western Area Power Administration (WAPA). On February 9, 2021, the City Council adopted a resolution authorizing the City Manager to execute Contract 20-SNR-02364 (hereafter referred to as “Base Resource Contract”). The Base Resource Contract is also referred to as the “United States Department of Energy Western Area Power Administration Sierra Nevada Region Contract for Electric Services Base Resource.” The current Base Resource Contract began on January 1, 2025, and will expire on December 31, 2054.

The CVP Base Resource provides approximately 10% of the City’s annual retail electricity sales during an average hydrological year. This energy comes from 100% carbon-free resources and helps maintain SVP’s low carbon intensity of its electricity supply portfolio.

From time to time, WAPA works with its customers to increase the economic value of the CVP Base Resource through new programs or changing its operations. Some of the new processes or programs require an amendment to the Base Resource Contract.

DISCUSSION
Currently, SVP receives CVP Base Resource energy as an import from one balancing area, the Balancing Area of Northern California (BANC), to another balancing area, the California Independent System Operator (CAISO). The BANC is the balancing authority where the CVP Base Resource is located, and the CAISO is SVP’s balancing authority. SVP incurs a fee for every megawatt hour (MWH) of energy imported from the BANC to the CAISO. Furthermore, SVP is subject to transmission access charges (TAC) by the CAISO for the delivery of energy to serve SVP’s load.

WAPA is currently offering up to 33 MW of transmission service that could be used to deliver a portion of the existing Base Resource energy to SVP based on the monthly rate set forth in WAPA’s Rate Schedule PACI-T4 (or successor). By using the transmission service offered, SVP could save a City of Santa Clara Page 1 of 2 Printed on 5/9/2025
powered by Legistar™
25-465 Agenda Date: 5/13/2025
substantial amount of money through reduced fees and TAC charges.

To enable SVP to acquire up to 33 MW of transmission service through the end of calendar year 2026, SVP will be required to enter into Amendment #1 to the Base Resource Contract. Staff is anticipating a need for additional amendments as similar cost-saving opportunities arise. Therefore, staff recommend that the City Council delegate authority to the City Manager to negotiate and execute future amendments to the Base Resource Contract when it benefits the City and its ratepayers.

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

FISCAL IMPACT
Pursuant to WAPA’s current Rate Schedule PACI-T4, the estimated cost of acquiring up to 33 MW of PCI transmission service will be $31,020 per month or $372,240 annually. The amount of TAC charges avoided alone is estimated at $2,608,198 per year. The estimated annual savings could be $2,235,958. The amount of savings may vary each month depending on the amount of Base Resource energy received each month, the TAC rate, and WAPA’s Rate Schedule PACI-T4 rate.

Costs and revenues are incorporated into SVP’s operating budget.

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]>.

RECOMMENDATION
Adopt a Resolution authorizing the City Manager or designee to (a) negotiate and execute Amendment #1 to United States Department of Energy Western Area Power Administration Sierra Nevada Region Contract for Electric Service Base Resource Contract 20-SNR-02364 for Calendar Years 2025 through 2054 (Agreement) and to (b) take any necessary actions to implement and administer the Agreement and (c) negotiate and execute future amendments to the Agreement so long as such amendments will result in cost savings to the City of Santa Clara, or at a minimum be cost neutral, subject to the appropriation of funds, and the review and approval as to form by the City Attorney.

Reviewed by: Nico Procos, Acting Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Resolution
City of Santa Clara Page 2 of 2 Printed on 5/9/2025
powered by Legistar™
Resolution/WAPA Electric Service Base Resource Contract 20-SNR-02364 Page 1 of 2 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

AUTHORIZING THE CITY MANAGER TO EXECUTE

AMENDMENTS TO THE UNITED STATES DEPARTMENT OF

ENERGY WESTERN AREA POWER ADMINISTRATION SIERRA

NEVADA REGION CONTRACT FOR ELECTRIC SERVICE BASE
RESOURCE CONTRACT 20-SNR-02364 FOR CALENDAR YEARS
2025 THROUGH 2054
WHEREAS, the City of Santa Clara through its own Electric Department, Silicon Valley Power (SVP), purchases approximately 10% of its power needs from federally owned facilities that make up the Central Valley Project through a contract with the United States Department of Energy’s power market administrator, Western Area Power Administration (WAPA); WHEREAS, the energy generated by the Central Valley Project is from 100% carbon-free resources and helps maintain SVP’s low carbon intensity of its energy supply portfolio; WHEREAS, on February 9, 2021, the City Council adopted Resolution No. 21-8936 authorizing the City Manager to execute the United States Department of Energy Western Area Power Administration Sierra Nevada Region Contract for Electric Service Base Resource for Calendar Years 2025 through 2054 (Base Resource Contract);
WHEREAS, through an amendment of the Base Resource Contract, WAPA is currently offering up to 33 MW of Pacific Alternating Current Intertie (PACI) transmission service to the Pacific Gas & Electric (PG&E) Default Load Aggregated Point (DLAP) to SVP based on the monthly rate set forth in WAPA’s Rate Schedule PACI-T4; and
WHEREAS, the proposed amendment of the Base Resource Contract, which is attached to the Report to Council accompanying this Resolution, provides the City with substantial savings through reduced fees and transmission access charges; therefore, the City desires to move forward with the proposed amendments and additional amendments which provide cost savings or at a minimum will be cost neutral.
///
Resolution/WAPA Electric Service Base Resource Contract 20-SNR-02364 Page 2 of 2 Rev: 7/27/2023
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. That the City Council authorizes the City Manager to execute Amendment No. 1 to the United States Department of Energy Western Area Power Administration Sierra Nevada Region Contract for Electric Service Base Resource Contract 20-SNR-02364 for Calendar Years 2025 through 2054 (Base Resource Contract).

2. That the City Council authorizes the City Manager to negotiate and execute additional amendments to the Base Resource Contract so long as they would result in cost savings to the City of Santa Clara or at a minimum be cost neutral.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE ___ DAY OF _________, 2025, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Attachments incorporated by reference:

1. Report to Council #25-465
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-195 Agenda Date: 5/13/2025

REPORT TO COUNCIL

SUBJECT
Action on the Updated Park Master Plan with Preferred Playground Schematic Design for the Warburton Park Playground Rehabilitation Project, and Introduction of an Ordinance to Ensure Compliance with Measure R

COUNCIL PILLARS
Deliver and Enhance High Quality Efficient Services and Infrastructure Enhance Community Sports, Recreational and Arts Assets

BACKGROUND
Warburton Park & Pool (Park) is located at 2250 Royal Drive, bounded by Los Padres Boulevard to the west and residential properties to the east and south. The 3.95-acre Park was dedicated to the City in 1954 and has an existing master plan (Attachment 1) that contains an open field play area, playground, basketball court, and various park amenities. The pool and restroom building were funded by a 1959 bond measure and dedicated in August 1962. The 2018 Facility Condition Assessment (Kitchell CEM) found the playground and park amenities to be in poor condition, while the pool is in fair condition, and the building is in good condition. The City’s Capital Improvement Program (CIP) includes plans to rehabilitate the playground and park amenities. In FY 2020/21, the Parks & Recreation Department (Department) initiated the Warburton Park Playground Rehabilitation Project as part of the CIP program, with funding for the design phase drawn from Mitigation Fee Act funds.

On February 7, 2023, the City Council approved an agreement with O’Dell Engineering, Inc. (RTC 23 -1517, Attachment 2) for engineering services to develop an updated park master plan and playground schematic design in support of the Warburton Park Playground Rehabilitation Project.

The services include a consultant-led community input process, site assessment, development of a schematic design, and preparation of cost estimates. The scope of services for community input includes onsite community pop-up meeting(s), online surveys, Parks & Recreation Commission (Commission) and Council meetings.

On July 18, 2023, staff initiated the public input phase of the project at the regular meeting of the Commission. The Commission received a presentation by Westwood Professional Services, Inc. (formerly O’Dell Engineering, Inc., Consultant) on the project scope and timeline to develop the schematic design.

The public engagement process included two community pop-up input sessions: one at the Sunset Cinema event in Warburton Park on July 28, 2023, and one at the City’s Street Dance on August 4, 2023, to collect input from the community on the recreational needs, as well as to explore the playground design priorities. Concurrently, an online survey was made available to residents from City of Santa Clara Page 1 of 5 Printed on 5/9/2025
powered by Legistar™
25-195 Agenda Date: 5/13/2025
July 19 to August 14, 2023, to provide input and feedback. The engagement process included approximately 275 participants/responses in the online survey and 550 responses gathered during the two outdoor events.

The survey results include priorities for site amenities, priorities for playground renovation, and priorities for additional recreation opportunities. The public reported their top five favorite activities at the park are:

1. Walking (58.7%)

2. Playing in the playground (57.6%)

3. Using the pool (53.9%)

4. Picnicking at the park (48.3%)

5. Enjoying nature (48.0%)
The top five preferred amenities for renovation included:

1. Playground rehabilitated with inclusive equipment (67.2%)

2. Updating of site furniture (47.6%)

3. Adding a looped walking path (47.3%)

4. Offering several small picnic areas (35.2%)

5. Nature areas with drought-tolerant landscaping (35.2%) The top playground elements reported were:

1. Swinging (81.8%)

2. Climbing (81.0%)

3. Sliding (79.3%)

4. Balancing (62.0%)

5. Free play (52.9%)

6. Running (52.9%)

7. Musical equipment (45.0%)
Other key comments included the desire to not have wood or sand as safety surfacing, to provide shade, add more seating, and provide multi-generational activities. A few comments were received regarding off-leash dog areas and pickleball court options. These two elements were deemed unsuitable for this park due to the nearby dog park (Raymond G. Gamma Dog Park), the off-leash dog area at Marsalli Park, and noise concerns due to proximity to adjacent neighborhood homes.

However, a pickleball court striping overlay on the basketball courts may be considered in the future to allow casual play for residents.

On February 10, 2025, the Commission received a presentation (Attachment 3) and reviewed the site analysis results, feedback from the community outreach, and design considerations. Two conceptual design options were presented, each designed to incorporate elements identified during community outreach, while meeting the goals of providing a unique and inclusive neighborhood park that welcomes residents of all ages and abilities while supporting Santa Clara’s growing population. The Commission made a recommendation to City Council for Option 2 (Warburton Park Master Plan Update, Attachment 4).

DISCUSSION
The recommended Warburton Park Master Plan Update provides zones for different types of recreation and includes key entry points from Los Padres Blvd, Royal Drive, the pool area, and the City of Santa Clara Page 2 of 5 Printed on 5/9/2025
powered by Legistar™
25-195 Agenda Date: 5/13/2025
parking lot. The plan incorporates park features/amenities identified during the outreach process, with a central plaza area enclosed by seat walls at the intersection of pathways, forming a gateway to the pool area through playground and picnic area(s).

This concept adds the following features and amenities:
· Large shade sails over most of the playground area,
· Looped playground pedestrian pathway,
· Small picnic area pods,
· Preservation of a larger green space,
· Music station,
· Group picnic area with shade canopy,
· Open gardens adjacent to pedestrian pathways,
· Fitness course area for ages 13+, and
· Basketball court increase by ½ court,
The plan prioritizes the preservation of mature, healthy existing trees, while unhealthy and high-risk trees will be removed and replaced. New plantings are included to screen the pool areas and neighboring residential properties, aligning with the overall natural, low-water-use planting concept.

Although the pool building, pool area and parking lot are not included in the renovation scope, their use, circulation requirements, and view corridors have been considered in the overall design.

Renovation of the pool building, and pool area may be addressed using Measure I Bond funding in a subsequent phase of the project.

The Warburton Park Master Plan Update includes renovated picnic areas, site furniture such as benches, and access to ADA parking and pavement that meets current health and safety codes and best practices for public parks. Safety fencing will be installed along the street edge of the playground. To accommodate both people and pets, a hydration station will be added that features a drinking fountain, water bottle filler and pet bowl. Lighting will be upgraded to LED fixtures and shade will be provided through the addition of trees and canopies. Buffer planting is included along the pool deck edge and the property fencing along the adjacent homes. A looped walking trail is included to address the priority of increasing walking space. The remaining natural turf area is spacious enough to accommodate multi-use activities, such as Sunset Cinema and field games.

Upon Council approval of the Warburton Park Master Plan Update and preferred playground schematic design, the City will undertake Phase II design development work, preparing the playground construction plans and specifications in compliance with the City’s construction standards and the public bid process, and sole source the playground equipment that was approved by the Parks and Recreation Commission. An item for City Council consideration to amend the Consultant’s agreement for Phase II of design development is planned for the May 27, 2025, City Council Agenda.

Measure R Compliance
The recommendation for approval of an update to the Warburton Park Master Plan may be subject to Measure R. In November 2016, voters passed Measure R, which added Section 714.1 Protection of Parkland and Public Open Space to the City Charter. Measure R prohibits selling, leasing, or otherwise disposing of parkland for a period of one hundred eighty (180) days or more, and prohibits its use from changing, being abandoned, or discontinued without such sale, lease, disposal or changed use having first been authorized or ratified by a two-thirds majority vote of the electorate City of Santa Clara Page 3 of 5 Printed on 5/9/2025
powered by Legistar™
25-195 Agenda Date: 5/13/2025
during a general municipal election for that purpose. Measure R also prohibits changes in park use for over 180 days without a majority vote of the electorate and substantial building, construction, reconstruction, or development upon dedicated parkland except pursuant to ordinance subject to referendum. The referendum process is set forth in the Elections Code.

The Warburton Park Master Plan update and the preferred playground schematic design, if approved, will include changes to the existing park that may be considered as “substantial building, construction, reconstruction, or development.” The approval of the proposed site master plan, playground schematic design and subsequent park rehabilitation project will require an ordinance to comply with Measure R that will be recommended for the Council’s consideration to be introduced concurrent with the master plan approval. The proposed project does not include a sale, lease, disposal, or change in use requiring a majority vote of the electorate. Therefore, staff recommends that Council approve the Warburton Park Master Plan Update, with the preferred playground schematic design, and introduce an ordinance (Attachment 5) to ensure compliance with Measure R.

The ordinance authorizes the substantial building, construction, reconstruction, and development of Warburton Park per the Warburton Park Master Plan Update. The ordinance will be presented to Council for a second reading and adoption at a future meeting.

ENVIRONMENTAL REVIEW
The action being considered is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to the following sections of the CEQA Guidelines:

Section 15302 (Class 2 - Replacement or Reconstruction), in that the project would replace and reconstruct existing facilities on the same site and with substantially the same purpose and capacity as the structure replaced.

Section 1503 (Class 3 - New Construction or Conversion of Small Structures), in that the project will construct limited numbers of new, small facilities or structures and equipment.

Section 15304 (Class 4 - Minor Alterations), and 15304(b) (Class 4(b) - Replacement of Existing Landscaping with Water Efficient Landscaping), in that the project will make minor alterations in the condition of land, water and/or vegetation which do not involve the removal of healthy, mature scenic trees.

FISCAL IMPACT
The City Council approved the outreach and design agreement with Westwood Professional Services, Inc. (formerly O’Dell Engineering, Inc. for Phase I) on February 7, 2023, with a maximum compensation amount of $128,425 (Attachment 6). The Warburton Park Playground Rehabilitation project has a current budget of $1,124,451 in the Parks and Recreation Capital Fund. The cost for Phase II detail design development and construction will be based upon the approved Warburton Park Master Plan Update for the Schematic Design and Project Scope from Phase I. Additional funding will be needed for Phase II and staff will present a recommendation to Council at the time of the construction contract award.

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

City of Santa Clara Page 4 of 5 Printed on 5/9/2025
powered by Legistar™
25-195 Agenda Date: 5/13/2025

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

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities); Section 15303 (New Construction or Conversion of Small Structures); Section 15304 (Minor Alterations to Land); and Section 15304 (Replacement of Existing Landscaping with Water Efficient Landscaping) of Title 14 of California Code of Regulations.

2. Recommend that Council approve the Warburton Park Master Plan Update with preferred playground schematic design.

3. Waive first reading and introduce an ordinance, in compliance with Measure R, authorizing the substantial building, construction, reconstruction and/or development of Warburton Park in accordance with the Warburton Park Master Plan Update.

Prepared by: Dale Seale, Deputy Parks & Recreation Director Reviewed by: Damon Sparacino, Director of Parks & Recreation Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Existing Warburton Park Master Plan

2. RTC 23-1517

3. Presentation - Warburton Park Playground Rehabilitation Project

4. Warburton Park Master Plan Update

5. Draft - Measure R Ordinance for Warburton Park

6. O’Dell Engineering - Executed Agreement 2023
City of Santa Clara Page 5 of 5 Printed on 5/9/2025
powered by Legistar™
1 Existing Warburton Park Master Plan
Legend:

1. Playground

2. Unhealthy Trees

3. Picnic Areas

4. Basketball Court

5. Open Space/free play area

6. Asphalt walkways

7. Parking lot

8. Restroom

9. Overhead power lines
@fc~•~
.
1 ~
{~~~~1'! City of
· ----
Santa Clara The Center of What's Possible
lJ.J
::,
z
lJ.J
>
<(
z
8 a::
::,
en
a::
~
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-1517 Agenda Date: 2/7/2023

REPORT TO COUNCIL

SUBJECT
Action on an Agreement with O’Dell Engineering, Inc. for Design Professional Services for the Warburton Park Playground Rehabilitation Project

COUNCIL PILLARS
Deliver and Enhance High Quality Efficient Services and Infrastructure Enhance Community Sports, Recreational and Arts Assets

BACKGROUND
Warburton Park & Pool (Park) is located at 2250 Royal Drive, bounded by Los Padres Boulevard to the west and residential properties to the east and south. The 3.95-acre Park was dedicated in 1954 and contains an open play area, playground, basketball court, and various park amenities. The pool and restroom building were funded by a 1959 bond measure and dedicated in August 1962. The 2018 facility condition assessment found that the playground and amenities are in poor condition and the building is in good condition. However, since then, the pool infrastructure, heating and mechanical systems have required extensive repairs, are in fair condition and will require further needs assessment. Currently, the City’s Capital Improvement Program (CIP) includes plans to rehabilitate the playground and park amenities.

Typically, park rehabilitation projects are completed in two phases. Phase I services include a consultant-led community input process, development ofa schematic design, and preparation of cost estimates. It includes onsite and remote community meeting(s), online surveys, Parks & Recreation Commission (PRC) and Council meetings. Phase II services include the consultant producing Plans, Specifications, and an Engineer’s Estimate (PS&E), preparing bid documents, assisting with prebid/pre-construction, obtaining permits and construction/post-construction activities. Phase II is contingent upon the Council’s approval to proceed after completion of Phase I services.

DISCUSSION
Pursuant to City Code Section 2.105.140(c) and State laws governing procurement of architectural and engineering services, the City followed a qualifications-based selection process whereby proposers are evaluated and the most qualified is selected, subject to negotiation of fair and reasonable compensation.

In August 2022, the City published a Request for Proposal (RFP) seeking proposals from qualified engineering firms to provide engineering services to develop a park master design and construction documents for the Warburton Park & Pool and Henry Schmidt Park Rehabilitation Projects. Two proposals were received from the following firms:
· David L. Gates & Associates, Inc. (Gates)
City of Santa Clara Page 1 of 3 Printed on 4/28/2025
powered by Legistar™
23-1517 Agenda Date: 2/7/2023
· O’Dell Engineering, Inc. (O’Dell)
The proposals were independently evaluated by a three-member evaluation team. Both firms were invited to participate in oral interviews to introduce their proposed project team members and demonstrate their experience and capacity to meet the City’s requirements. After concluding the evaluation process, the evaluation team recommended award of the Warburton Park & Playground Rehabilitation Project to O’Dell and the Henry Schmidt Park Rehabilitation Project to Gates. Staff will bring the agreement with Gates for approval under a separate report.

The term of the proposed agreement with O’Dell is through December 31, 2025. The maximum compensation is $128,425 for Phase I services which includes optional services of $19,040, and a 10% contingency in the amount of $11,675. Staff will return to Council for Phase II services after Council and the Parks & Recreation Commission have reviewed and approved the final schematic design at the end of Phase I. In addition to the services described in this report for Phase I and Phase II, O’Dell will assess the feasibility of converting the existing pool heater from gas to electric and assist staff with obtaining any available rebates from the City’s Silicon Valley Power Department as noted in the optional services of the proposed agreement.

ENVIRONMENTAL REVIEW
This action is for design professional services and the action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act ("CEQA") Guidelines section 15378 because it does not pose a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The proposed Agreement for O’Dell Engineering Inc. is for a total not-to-exceed amount of $128,425 for Phase I services which includes a 10% contingency in the amount of $11,675. The contingency is to be used for additional services due to the age of the playground, park site, buildings and potential unforeseen conditions that may require additional effort. There is sufficient funding of $1,331,800 for this agreement in the Warburton Park Playground Rehabilitation Project in the Parks & Recreation Capital Fund.

COORDINATION
This report has been coordinated with the Parks & Recreation Department, Public Works Department, the Finance Department, and the City Attorney’s Office.

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

RECOMMENDATION

1. Authorize the City Manager to execute an agreement with O’Dell Engineering, Inc. to provide professional engineering services for the Warburton Park Playground Rehabilitation Project, with City of Santa Clara Page 2 of 3 Printed on 4/28/2025
powered by Legistar™
23-1517 Agenda Date: 2/7/2023
maximum compensation not-to-exceed $128,425;

2. Authorize the City Manager or his/her designee to execute change orders limited to the deletion, addition, or modification of services, which result in no change to the compensation or any other term or condition of the Agreement with O’Dell Engineering, Inc.; and

3. Authorize the City Manager to execute amendments to the Agreement with O’Dell Engineering, Inc. to make minor revisions and to extend the term, as needed.

Reviewed by: James Teixeira, Director of Parks & Recreation Approved by: City Manager’s Office

ATTACHMENTS

1. Agreement - O’Dell Engineering, Inc.

City of Santa Clara Page 3 of 3 Printed on 4/28/2025
powered by Legistar™
Parks & Recreation
Commission Meeting
Warburton Park Rehabilitation
Project –
Schematic Design Park Plans
Presentation
February 10, 2025
RTC 24-590
2 JULY
2023
AUG
2023
Winter
2025
• Outreach Plan
Approval
• End of JulyOnline survey
open to public
• Outreach
Event 7/28/23
• Outreach Event
8/4/2023
• Online survey
completed
8/14/23
PRC MeetingConcept Plan Review
February 2025
Spring
2025
City Council
MeetingFinal Concept
Plan Approval
Timeline
3 Progress
7/18/23
Initial PRC Meeting
7/19/23 - 8/14/23
Public Survey
7/28/23
Community Event #1-
Sunset Cinema @ the Park
8/4/23
Community Event #2-
Street Dance
4 Survey Results

0.0%

20.0%

40.0%

60.0%

80.0%
100.0%
120.0%
Other
95054
95051
95050
Zipcode
Age of Participants
18-34
35-49
50-60
61+
Online Survey - 275 participants
Open from July 19th to August 14th
Hours of public comment = 13.8
Sunset Cinema and Street Dance Events:
550 Dots placed
■
■
■
■
■
■
■
■
5 Survey Results
0%
5%
10%
15%
20%
25%
30%
Very Frequently (2+
times a week)
Frequently (1 time a
week)
Often (1 time a month)
Occasionally (4 times a
year)
Infrequently (0-3 times a
year)
Frequency of Visits
Getting to the park
0 20
40 60
Walk Bike Public Transport Drive Other
■
■
■
■
■
-
6 Survey Results (Park Amenities)
Favorite Activities at Warburton
• Walking (58.7%)
• Play on playground (57.6%)
• Use the pool (53.9%)
• Picnic at the park (48.3%)
• Enjoy nature (48.0%)
7 Survey Results (Park Amenities)
Top 5 Preferred Amenities
• Inclusive playground equipment (67.2%)
• Site furnishing updated (47.6%)
• Looped walking path (47.3%)
• Several small picnic areas (35.2%)
• Drought tolerant landscape/nature
areas (35.2%)
8 Survey Results (Playground)
Top 6 Preferred Amenities
• Swinging (81.8%)
• Climbing (81.0%)
• Sliding (79.3%)
• Balancing (62.0%)
• Free Play/Running (52.9%)
• Musical equipment (45.0%)
Key Comments from Open Ended
Question
• Replace sand surfacing
• Provide shade
• No wood materials
• Provide more seating
• Provide multi-generational activities
• Comments asking for dog park and
pickleball courts (6-7 comments)
9 Existing Park Site
Legend:

1. Playground

2. Unhealthy Trees

3. Picnic Areas

4. Basketball Court

5. Open Space/free play area

6. Asphalt walkways

7. Parking lot

8. Restroom

9. Overhead power lines
w
::,
z
w
>
<(
z
f2
0::
::,
co
0::
~
10 Design Considerations

1. Playground- include inclusive elements

2. Playground provides for one hour of play

3. Looped walking path

4. Small picnic areas + seating

5. Shade

6. Multi-generational activities

7. Native plants + nature (sensory garden)

8. Fitness station(s)

9. Basketball area increase

10. Better lighting

11. Maintain open space
&a~ • f
~r ~~ :t City o ~ · Santa Clara
The Center of What's Possible
11 Arborist Recommendation
Redwood trees-
• Safety issues due to utility topping
• Species is not suited to Santa Clara due to need for fog and precipitation. • Potential risk to neighboring homes and park patrons.

Other speciesSafety issues due to trees weakened by age, pest, and disease.

Total tree replacement increases about 50%-80 new trees. (52 replaced, additional 28 planted)
&a~ • f
~r ~~ :t City o ~ · Santa Clara
The Center of What's Possible
15 Schematic Park Plan
Option 1 C
a
0 17
Option 1
1 22
2 22
22 22
8 18
18 18
20 20
19 14
6 6
10 15
16 14
13 15
14 21
12 4
5 6
7 9
3 11
17 .,,.,,.--
-
- ..... , / / ' '
I
I O \ \
( • \ l \ I
I
' I ,/ ..... ____ _ 0
LEGEND
0 PLAYGROUND, APPROX.
5,900 SF
0 MULTI
-PURPOSE LAWN

G) TABLE TENNIS
0 SHADE SAILS

W/ PICNIC TABLES
0 MUSICAL EQUIPMENT
0 SEATING
0 AROMATIC GARDEN
0 PICNIC AREA
0 (

E) BASKETBALL COURTS TO REMAIN
@ FITNESS AREA

G DOG STATION
@ SAND PLAY AREA
@)
(E) BIKE RACKS

TO REMAIN

G DROUGHT-TOLERANT SHRUBS
@ 48" TALL FENCE
@
(

E) PARK SIGN TO REMAIN
@ ADA
-COMPLIANT WALKWAY
@
TO MEN
'S RESTROOM

SCREENING SHRUBS
@ ADA-COMPLIANT PARKING
@ TRASH/RECYCLING RECEPTACLES
18 Option 1: Playground
6-12 age
2-12 age
2-5 age
Tot sand play
Music station
Multigenerational
play
19 21
Option 1: Age 2-5
Seat
Spinner
Interactive /
educational
panels
Small 4’ high climbing
structure with 1 slide
24 Climbing and
spinning cone
for (6-12)
Interactive
panels (2-12)
Option 1: Age 6-12
Multi-user rocker
(2-12)
25 Swings
Therapeutic
swing seat
Two standard
swings
Two tot
swings
Multi-user
swing
28 Option 1
Seven elements
of play
+
Inclusive
components
Age 2-5
Age 6-12Capacity
Beginner
Intermediate
Advanced
Age 2-5
Capacity
Beginner
Intermediate
Advanced
Age 6-12Capacity
Total Capacity
BALANCING 0 4 4 1 1 2 1 1 8 10
SLIDING 6 9 15 1 1 2 1 2 3 6 8
BRACHIATING 0 4 4 1 1 1 1 2 1 1 1 3 31 33
SPINNING 0 0 0 1 1 1 1 2 1 1 1 1 14 16
CLIMBING 6 9 15 1 1 1 3 9 2 3 3 8 42 51
SWINGING 2 2 4 2 1 3 5 1 2 3 3 8
RUNNING/FREE PLAY 3 3 6 3 35 5 15 50
TOTAL 17 31 48 7 4 3 13 57 6 8 7 19 119 176
INCLUSIVE PLAY 0 0 0 4 2 1 7 34 2 6 4 10 62 96
Level of
Play
Option 1
Play Value Table Option 1

N/A N/A
Existing Condition Level of
Play
29 Accessible
lateral pull
Table Tennis
/ Ping Pong
Upright
Bike
Balancing
plate
Activities for all ages
&a~ • f
~r ~~ :t City o ~ · Santa Clara
The Center of What's Possible
30 Park Design Option 1
Existing Option
1 Play
area
2,850
sf
6,400
sf
Hardscape20,100
sf
21,407
sf
Trail
(permea
ble
paving)
5,000
sf
~~ City of
1 ~
~\;~~'!; al Santa Clara
The Center of What's Possible
31 Schematic Park Plan
Option 2 C
a
33 Option 2
1 23
4 5
6 6
6 7
8 9
10 11
12 12
12 12
13 14
15 16
17 18
18 19
19 20
21 21
21 21
6 LEGEND
0 PLAYGROUND, APPROX. 5,350 SF
0 MULTI-PURPOSE LAWN
0 FITNESS COURSE
0 SHADED PICNIC AREA
0 MUSICAL EQUIPMENT
0 SEATING 0 EMBANKMENT SLIDE, 4 -5' TALL
0 PICNIC AREA 0 (2l FULL BASKETBALL COURTS
@ DRINKING FOUNTAIN
@ DOG STATION
@ (El TREES TO REMAIN
@ BIKERACKS
@ DROUGHT-TOLERANT SHRUBS
@ 48" TALL FENCE
@ (El PARK SIGN TO REMAIN
@ ADA-COMPLIANT WALKWAY TO MEN'S RESTROOM
@ SEATWALLS
@ SCREENING SHRUBS
@ ADA-COMPLIANT PARKING
@ TRASH/RECYCLING RECEPTACLES
34 6-12 age
2-12 age
2-5 age
Music station
Option 2: Playground
&a~ • f
~r ~~ :t City o ~ · Santa Clara
The Center of What's Possible
35 36
Option 2: Playground
&a~ • f ~r ~~ :t City o ~ ~
11 Santa Clara
The Center of What's Possible
37 Play structure with
Shade for 2-5
• Transfer station
• Interactive panels
• One 32” slide
• Balance elements
• Overhead bars
• Climbers
• Bongo drums
ADA Ramp to
embankment slide –
4’ height
Option 2: Age 2-5
&a~ • f
~r ~~ :t City o ~ · Santa Clara
The Center of What's Possible
38 Tower with shade
structure (6-12)
10’ high deck and
2’ high deck
• Transfer station
• Interactive panels
• Two tall slides
• Balance elements
• Overhead bars
• Climbers
• Bridge
Option 2: Age 6-12
40 Swings
for 6-12
Swings
for 2-5
Spinner
6-12
Spinner
2-12
Option 2: Age 2-12
42 Option 2
Seven elements
of play
+
Inclusive
components
Age 2-5
Age 6-12Capacity
Beginner
Intermediate
Advanced
Age 2-5
Capacity
Beginner
Intermediate
Advanced
Age 6-12Capacity
Total Capacity
BALANCING 0 4 4 2 1 3 6 3 3 1 7 20 26
SLIDING 6 9 15 1 1 2 6 2 2 8 14
BRACHIATING 0 4 4 1 1 3 1 1 3 6
SPINNING 0 0 0 2 1 2 1 1 4 6
CLIMBING 6 9 15 1 3 1 5 15 3 3 2 8 27 42
SWINGING 2 2 4 2 2 2 2 2 4 6
RUNNING/FREE PLAY 3 3 6 14 34 15 45 79
TOTAL 17 31 48 4 8 3 28 68 8 8 5 25 111 179
INCLUSIVE PLAY 0 0 0 7 2 1 10 26 5 3 2 10 33 59
Existing Condition

N/A N/A
Option 2
Play Value Table Option 2
Level of
Play
Level of
Play
43 • Fitness equipment for ages 13 and up.
• Several levels of challenge
Play for all ages
44 Basketball Court
Expansion
• Add ½ court size hardscape
to create 2 full size courts.
• Restripe
• Add four new hoops
• Add bench seating
Play for all ages
&a~ • f
~r ~~ :t City o ~ · Santa Clara
The Center of What's Possible
45 Park Design Option 2
Existing Option 2
Play area 2,850 sf 5,325 sf
Hardscape20,100 sf 15,800 sf
Trail
(Permeable
Paving)
5,000 sf
Option 1 Option 2 47
"'-. _____ /
\
/
\
I
I
I
I
I
I
48 Compare Option 1 vs Option 2
Existing Option 1
Play area 2,850 sf 6,400 sf
Hardscape20,100 sf 21,407 sf
Trail
(Permeable
Paving)
5,000 sf
Capacity 48 176
Shade Limited
Shade
Additional
Shade
Capacity 48 179
Shade Limited
Shade
Expansive
Shade
Play area
Hardscape
Trail
(Permeable
Paving)
Existing I
I
2,850 sf
20,100 sf
Option 2
5,325 sf
15,800 sf
5,000 sf
49 Make a recommendation to the City Council to approve the preferred schematic park design for the
Warburton Park Rehabilitation Master Plan-RTC 25-590
Recommendation
1 Warburton Park Master Plan Update
1 2
3 4
5 6
6 6
7 8
9 10
11 12
12 12
12 13
14 15
16 17
18 18
19 19
20 21
21 21
21 6
fo
I
I
I
I
\
' '
0 0
•
LEGEND
0 PLAYGROUND , APPROX. 5,350 SF
0 MULTI-PURPOSE LAWN
0 FITNESS COURSE
0 SHADED PICNIC AREA
0 MUSICAL EQUIPMENT
0 SEATING 0 EMBANKMENT SLIDE, 4 -5' TALL
0 PICNIC AREA 0 (2) FULL BASKETBALL COURTS
@ DRINKING FOUNTAIN

G DOG STATION
@ (E) TREES TO REMAIN
@) BIKE RACKS
@ DROUGHT-TOLERANT SHRUBS
@ 48" TALL FENCE
@ (E) PARK SIGN TO REMAIN
@) ADA-COMPLIANT WALKWAY TO MEN'S RESTROOM
@ SEATWALLS
@ SCREENING SHRUBS
@ ADA-COMPLIANT PARKING 0 TRASH/RECYCLING RECEPTACLES
Ordinance/City Charter Section 714.1 Page 1 of 3
Rev: 09/2019
ORDINANCE NO.

AN ORDINANCE OF THE CITY OF SANTA CLARA,

CALIFORNIA, AUTHORIZING THE SUBSTANTIAL

CONSTRUCTION, RECONSTRUCTION, AND

DEVELOPMENT AT WARBURTON PARK IN

ACCORDANCE WITH THE WARBRTON PARK MASTER
PLAN
WHEREAS, the Warburton Park (“Park”), located at 555 Los Padres Blvd. was dedicated as 3.95 acres of parkland (APN 224-18-002) in 1954; WHEREAS, in 2018 the Facility Condition Index Report rated the Park site as “poor”, the building as “fair”, and the playground was given a rating of “D”; WHEREAS, the Park was prioritized for rehabilitation and funding for the Warburton Park Playground Rehabilitation Project #3137 (“Project”) was approved by Council in the City’s Biennial Capital Improvement Program (CIP) FY2022/23;
WHEREAS, the Park Master Plan Update will include renovation, expansion, relocation, new construction, and preservation of existing park amenities; WHEREAS, the voters of the City of Santa Clara passed Measure R in 2016, which added section 714.1 to the City Charter, which prohibits substantial building, construction, reconstruction, or development of parks and recreation facilities except pursuant to ordinance subject to referendum;
WHEREAS, the Park Project improvements qualify as substantial building, construction, reconstruction and/or development, and is subject to Measure R; and, WHEREAS, the City Council desires to authorize the Park Project improvements by ordinance in accordance with City Charter section 714.1.

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

Ordinance/City Charter Section 714.1 Page 2 of 3
Rev: 09/2019
SECTION 1: The City Council hereby authorizes the substantial building, construction, reconstruction and/or development in accordance with the Warburton Park Master Plan Update and the Playground Schematic Design, attached hereto and incorporated bythis reference.

SECTION 2: Savings clause. The changes provided for in this ordinance shall not affect any offense or act committed or done or any penalty or forfeiture incurred or any right established or accruing before the effective date of this ordinance; nor shall it affect any prosecution, suit or proceeding pending or any judgment rendered prior to the effective date of this ordinance. All fee schedules shall remain in force until superseded by the fee schedules adopted by the City Council.

SECTION 3: This Ordinance shall not be codified in the Santa Clara City Code.

SECTION 4: 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 day of 2025, by the following vote:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ___________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA
Ordinance/City Charter Section 714.1 Page 3 of 3
Rev: 09/2019
Attachments incorporated by reference:

1. Warburton Park Master Plan Update

2. Playground Schematic Design
EBIX Insurance No. S200005063

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
O'DELL ENGINEERING, INC.

PREAMBLE
This Agreement is entered into as of the City's execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and O'Dell Engineering, Inc., a California corporation (Consultant). City and Consultant 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 design professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; B. "Design professional" includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. Consultant represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant 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 - Labor Compliance Addendum
Design Professional Agreement with O'Dell Engineering
Rev. 09-28-18