Agenda packet — City Council and Authorities Concurrent, August 19, 2025 (part 4 of 6)

Tropos SPECIFICALLY DISCLAIMS ANY INCIDENTAL OR CONSEQUENTIAL

DAMAGES (INCLUDING LOST PROFITS) WHICH MAY RESULT FROM THE USE OF PRODUCTS PURCHASED HEREUNDER. This limited warranty extends only to you as original purchaser unless otherwise agreed upon in writing by Tropos. (b) The foregoing warranty shall not apply if the defective Hardware (i) has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling or use contrary to any instructions issued by Tropos, (ii) has been repaired or altered by persons other than Tropos, (iii) has not been installed, operated, repaired and maintained in accordance with the Documentation (iv) has failed due an Act of God, including but not limited to fire, flood, tornado, earthquake, hurricane or lightning or (v) has been used with any third party software or hardware which has not been previously approved in writing by Tropos. In addition, the foregoing warranty shall not apply to Hardware (i) marked or identified as "sample," (ii) loaned or provided to you at no cost, or (iii) which are sold "as is."
(c) If during the Warranty Period: (i) Tropos is notified promptly in writing upon discovery of any defect in the Hardware, including a detailed description of such alleged defect, (ii) such Hardware is returned, transportation charges prepaid, to Tropos' designated manufacturing facility in accordance with Tropos' then-current return procedures, as set forth by Tropos from time to time, and (iii) Tropos' inspections and tests determine that the Hardware is indeed defective and the Hardware has not been subjected to any of the conditions set forth in Section 4(b) above, then, as your sole remedy and Tropos' sole obligation under the foregoing warranty, Tropos will, at Tropos' option, repair or replace without charge the defective Hardware. Any Hardware that has either been repaired or replaced under this warranty shall have warranty coverage for the longer of ninety (90) days or the remaining warranty period. Replacement parts used in the repair of Hardware may be new or equivalent to new.
(d) Software Warranty. Tropos warrants that the Software will substantially conform to its published specifications for a period of ninety (90) days from the date of shipment of the Hardware from Tropos. Your sole remedy and Tropos' sole obligation under the foregoing warranty shall be for Tropos to use commercially reasonable efforts to correct any substantial nonconformity of the Software reported in writing by you during the warranty period. The foregoing warranty shall not apply to any defect in the Software that is caused by (i) the use or operation of the Software in an environment other than that intended or recommended by Tropos, (ii) modifications to the Software not made or authorized by Tropos, (iii) third party hardware or software, whether provided by Tropos or any third party or (iv) your failure to implement all software patches, updates or releases provided in connection with this Agreement. In addition, the foregoing warranty shall not apply to any Software which has been used with any third party hardware or software.
(e) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, TROPOS

MAKES NO OTHER WARRANTIES AND EXPRESS DISCLAIMS ALL OTHER

WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY

HARDWARE, SOFTWARE OR OTHER PRODUCTS OR SERVICES PROVIDED IN

CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION Elster Solutions, LLC
Tropos Standard Technical Software Support Agreement
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ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. TROPOS ASSUMES NO

RESPONSIBILITY OR RISK FOR ANY USE OF THE PRODUCTS AS A SYSTEM OR SERVICE OR THE USE OF THE PRODUCTS IN GENERAL. TROPOS DOES

NOT WARRANT THAT THE INFORMATION, PRODUCTS, PROCESSES, AND/OR

SERVICES AVAILABLE THROUGH THE USE OF THE PRODUCTS WILL BE

UNINTERRUPTED, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL, OR ERROR FREE. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR

THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT. This disclaimer of warranty constitutes an essential part of this Agreement.
(f) Notwithstanding anything herein to the contrary, Tropos makes no warranty with respect to any third party hardware or software products provided under this Agreement. Your sole remedy with respect to such third party products shall be pursuant to the original manufacturer's or licensor's warranty, if any, to you, to the extent permitted by the original manufacturer or licensor.

5. Limitation of Liability. IN NO EVENT SHALL TROPOS OR ITS SUPPLIERS BE

LIABLE TO YOU OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT OF

SUBSTITUTE PRODUCTS OR SERVICES, LOST REVENUES, PROFITS, DATA OR

BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR

CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN

CONNECTION WITH (A) THE USE OF THE PRODUCTS AS A SYSTEM OR SERVICE

OR THE USE OF ANY PRODUCT INCLUDING ANY COSTS DUE TO

INTERRUPTION OR FAILURE OF SERVICE OR (B) THIS AGREEMENT, HOWEVER

CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE). TROPOS

TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION

WITH ANY PRODUCTS PURCHASED BY YOU HEREUNDER SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY YOU FOR SUCH PRODUCTS. THE

LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF TROPOS OR

ITS SUPPLIERS HA VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,

AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

6. Term and Termination. This license is effective until terminated. You may terminate this license at any time by destroying the Software and the Documentation and the permitted backup copy of each. This license automatically terminates if you fail to comply with its terms and conditions. You agree that, upon such termination, you will destroy and permanently erase from any hardware all copies of the Software and the Documentation, or return the original Software and the Documentation to Tropos, together with any other material you have received from Tropos in connection with the Software.

7. Export: You acknowledge and agree that the Software, Documentation, and any Tropos Product which is the subject of this Agreement, may be controlled for export purposes. You agree to comply with all United States export laws and regulations including, but not limited Bister Solutions, LLC
Tropos Standard Technical Software Support Agreement

EXHIBIT I

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to, the United States Export Administration Regulations, International Traffic in Arms Regulations, directives and regulations of the Office of Foreign Asset Control, treaties, Executive Orders, laws, statutes, amendments, and supplement thereto. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. You acknowledge that export of the Software, Documentation, and any Tropos Product, in whole or part, contrary to United States law is prohibited. You agree that no part of the Tropos Product, either whole or in part, is being acquired for shipment, transfer, or re-export, directly or indirectly, to proscribed, embargoed, or prohibited countries or their nationals, denied destinations, nor for nuclear activities, chemical or biological weapons, or missile projects. Proscribed countries, destinations, and people are set forth in the United States Export Administration Regulations, and the Office of Foreign Asset Control's Specially Designated Nationals list, and are subject to change without further notice from Tropos Networks, Inc.

8. Restrictions. The Tropos Products and accompanying and related documentation including manuals and technical data, delivered pursuant to this Agreement are commercial within the meaning of applicable civilian and/or military Federal acquisition regulations and any supplement thereto. The Tropos Products were developed fully at private expense. If the user of these Tropos Products, or any one of them, is an agency, department, employee, or other entity or quasi Government entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Product is controlled and restricted by the terms, conditions, and covenants contained in this Agreement. All other such use is prohibited. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, Software delivered pursuant to this Agreement is commercial computer software and the use of that Software is further controlled and restricted in accordance with the terms herein.

9. Confidentiality and Other. The Tropos Product, the Software, and the Documentation contain certain information that is confidential and of substantial value to Tropos and may not be disclosed to any third party. This License Agreement shall be governed by and construed under the laws of the State of California and the United States of America, without reference to conflicts of laws principles. This Agreement represents the entire agreement concerning the program between you and Tropos, and it supersedes any prior proposal, representation, or understanding between the parties.

YOU ACKNOWLEDGE THAT YOU HA VE READ THE TERMS OF THIS LICENSE AND

AGREE TO BE BOUND BY ITS TERMS UPON INITIAL USE OF THE PRODUCT Elster Solutions, LLC
Tropos Standard Technical Software Support Agreement
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Problem Severity Definitions
:····•·:·~;y~t!tr:: •. '\ •::·••L¢V:¢l/',·•·
1 2
3 Severity 1
(SI)
Severity 2
(S2)
Severity 3
(S3)
Feature
Request
Problem causes a complete loss of service in the production environment; no known workaround exists; work cannot reasonably continue and work is halted. Tropos and client will commit all necessary resources around the clock to resolve the situation.

Operation of an existing network is severely degraded, or significant aspects of client business operations are negatively affected by inadequate performance of Tropes products. Tropes and client will commit all necessary resources during normal business hours to resolve the situation.

Operational performance of the network is impaired while most business operations remain functional. Tropes and client will commit the required resources during normal business hours to resolve the situation.

Enhancement request for a new functionality or requests for additional existing products or services.

Response Requirements
Within 24 hours, fix Within 24 hours, fix
Per Action Plan problem or provide problem or provide 7by 24 Within 1 hr Within4hrs -no less than workaround. Work to workaround. Work effort until daily downgrade to to downgrade to Interim Fix
Severi 2 Severi 2
As agreed
toin
Within 2 hr M- Per Action Plan Provide a Action
F 8-5, otherwise Within 1 - no less than NIA solution/fix within Plan or a next business business day twice per week 20 days mmrmum day. ofM-F 8-5
continuous
effort
Within 30 days,
Within 3 within 15 Per Action Plan provide a solution or As agreed business days business - no less than NIA a statement to in days once per week regarding the Action
disposition of the Plan
roblem.

Review and Coordinate Within 30 days of
and escalate Engineering provide Feature Engineering as required NIA NIA Response, publish 8X5 Request following disposition of Response within Engineering request (withdrawal 30 days Response or schedule) * Time frames defined are desired goals on average and are initiated upon receipt of the escalation Elster Solutions, LLC
Tropos Standard Technical Software Support Agreement Page 6 of6

EXHIBIT I

CITY OF SANTA CLARA

AGENDA MATERIAL ROUTE SHEET
Council Date: December 7, 2010
MKT
SUB.JECT: Approval of an EnergyAxis Management System Contract with Elster Solutions, LLC. For the Purchase and Implementation of an Advanced Metering and Utility Communications Infrastructure PUBLICATION REQUIRED:

The attached Notice/Resolution/Ordinance is to be published __ time(s) at least __ days before the scheduled meeting/public hearing/bid opening/etc., which is scheduled for ________ ~ 2010 AUTHORITY SOURCE FOR PUBLICATION REQUIREMENT:

Federal Codes: California Codes:

Title _____ U.S.C. § _____ _ Code _________ § _____ _
(Title.~ run 1 through 50) (i.e., G()ver11me11t, Street amt Highwuy, Public Resources) Federal Regulations: California Regulations:

Title _____ C.F.R. § _____ _
(Titles ru11 1 through 50)
Title ___ Califomia Code of Regulations§ __ _
(Titles rtm 1 through 28)
City
City Charter§ _____ (i.e., 1310. Public Works Co11tracts. Notice p11blishe,t at le"l'f ()11Ce ut leust te11 days before bfrl ope11ing) City Code§ _____ _

1. As to City Functions, by

2. As to Legality, by
ffice / CAO Assignment No 10.1277

3. As to Enviromnental
Impact Requirements, by

4. As to Substance, by
Director of Planning and Inspection
S:\Agenda Report Proccssing\FORMS AND INFORMATION\Routc Sheet for Agenda Material.doc Rev.Date 05/05/09

EXHIBIT B
ENERGY AXIS MANAGEMENT SYSTEM (EA_MS)

SYSTEM LICENSE AGREEMENT
This System License Agreement (this "Agreement") is made and entered into effective thi5J.~ay of 3,1ne,., , 2014 ("Effective Date") by and between Elster Solutions, LLC, a Delaware limited liability company, with offices at 208 S. Rogers Lane, Raleigh, NC 27610, USA, ("Elster" or "Licensor"), and City of Santa Clara California, a chartered California municipal corporation, with offices at 1500 Warbwion Avenue, Santa Clara, CA 95050 ("City" or "Licensee").

In consideration oftheir mutual promises, and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the parties agree as follows:
1 DEFINITIONS
Authorized User
Release(s)
Documentation
Integrated System
Network Device
Route Manager
Software
Specifications
The number of operators authorized to use the Software, as more particularly described in Appendices C-1 and C-2 attached hereto and incorporated herein by this reference.

Modification or enhancement to the Software that provides additional value and utility, or adds ftmctions, together with all corresponding Documentation, and typically identified by a change in the first or second decimal of the application version munber (i.e. , 2.2.0.0 to 2.3.0.0).

A 11 printed or electronic documentation which Licensor customarily provides or makes available to the Licensee with the Software, including the Specifications and all Updates and Releases of such Documentation, all in the English language.

The commercially available product, which may be hardware, software, or a combination thereof, into which the Software has been integrated in accordance with the license granted to the Licensee heretmder.

An individual appliance, component or peripheral from which Licensee collects and analyzes data using the Software.

The Software required to install and configure EA_ Water and EA_Gas modules, create marriage files, setup and maintain data collection routes
The binary code version of all software applications, updates, and releases furnished by Elster for a Client's AM I System, including media, user manuals, or other instructional materials and documentation, and any modified, updated or enhanced versions of such applications
The functionality, operating characteristics and performance criteria of the Software as set out in the Documentation.

Exhibit B - System License Agreement April 23, 2014
Third Party Software Computer software and any documentation distributed by Licensor w1der this Agreement, but owned or licensed by other parties (other than Licensor affiliates), and either embedded in the Licensor's Software or distributed separately by Licensor. Third Pa1iy Software and related docwnentation may include somce code as well as binary code, all of which shall be governed by the terms hereof and the applicable license agreement between such Third Paiiy Software Licensor and Elster.

Update(s) Any change, addition or correction to the Software, including the Documentation that primarily includes bug fixes and maintenance modifications that improve or upgrade functions, add new functions, or improves performance by changes in softwai·e design, and are typically identified by a change in the third or fourth decimal ofthe application version number (i.e., 2.0.2.0 to

2.0.0.2).

Use To load, execute, employ, utilize, store or display the Software. 2 TERM
The term of this Agreement is one (1 ) year beginning on the Effective Date with automatic renewals for successive one ( l) year periods unless terminated earlier by either Party in accordance with the provisions set forth herein.
3 LICENSE GRANT
Licensor hereby grants to Licensee a nonexclusive, nontransferable license for Energy Axis 8.0, subject to the terms and conditions set forth in this Agreement, to Use the Software (in binary code only), Third Pa1iy Softwai·e and the applicable Docwnentation during the term of this Agreement.

As a provider of electricity, water or gas or any combination thereof to the general public, the software license granted herein authorizes the Licensee use of the Software for reading ai1d managing devices owned by the Licensee, provided such devices ai·e within the Licensee's existing network. The software license does not support Licensee's cw-rent or plaimed expansion to other utilities.

Licensee is authorized as follows:
a) To Use the Software and Third Party Software, in binary code only, solely in connection with Licensee's business pmposes as set forth above ai1d for internal business operations; b) To make one copy of the Software and Third Party Software for backup pmposes only as long as that copy is not running on a server;
c) To run a non-production backup of the Software and Third Pa1iy Software for pmposes of testing or as a backup for the operational system subject to payment of the incremental license fee in Appendix B-2.

Licensor fwiher grants to Licensee a nonexclusive, nontransferable license, subject to the terms and conditions ofthis Agreement and the restrictions on use ofThird Party Software stated herein, to operate the EA_MS Software and Third Paiiy Softwai·e in a virtual environment. Under this ai-rangement the Licensee is responsible for notifying the Licensor in writing within ten ( l 0) days of each new application ofthe Software, and the Licensee will incur additional license fees for each new application in accordance with the fee schedule and terms set forth in this Agreement ai1d attached appendices.

Exhibit B - System License Agreement 2 April 23, 2014
Licensee's use of the Software and Third Party Software is limited to use in connection with the maximum number of Authorized Users and Network Devices contracted through the Agreement.

Licensee may increase the nwnber of servers or computers upon written request and payment of additional fees. Agents, consultants, and contractors ofLicensee may be authorized to Use the Software and Third Party Software subject, in all cases, to the terms ofthis Agreement, Licensee aclmowledges and agrees that Licensee shall be fully responsible and liable for the compliance of any agents, consultants and contractors with this Agreement, including the confidentiality and intellectual property ownership provisions hereof.

Licensee shall Use the Software on the Integrated System only. Use of any Third Party Software 1s limited to the Licensee legal entity signing this Agreement.

Licensee may not Use the Software (including any Third Party Software) except as expressly provided for in this Agreement, nor cause or permit reverse engineering, disassembly, or decompilation of the Software or any Third Party Software.

Third Party Software and technology are necessaiy components ofthe Software and subject to restricted third party licenses. Unless separately licensed by the applicable third party to Licensee, Third Party Software can only be configured, installed and used by the Licensee in conjunction with the authorized use of the Software, and with execution of this Agreement is licensed to the Licensee only for such pw-pose.

Licensee shall not navigate the underlying data schema, nor configure, use or install embedded Third Party Software sepai·ately or independently ofthe Softwai·e.

Trademarks, trade names or logos included or embedded in the Software and Third Party Software shall remain with the Software and Third Party Software and may not be removed or altered by Licensee.

Additional third party technology included with the Third Party Software is included solely for use with the application package and under the terms of any third party license agreement included with the application package. If no such third party license agreement is included, all third pa1iy technology included in the application package with the Third Party Softwai·e shall be licensed tmder the terms ofthis Agreement, including any additional license terms applicable to the Third Party Software.

The license granted in Section 3 above shall be effective as of the "Effective Date" first written above, and shall continue in effect unless terminated in accordance with Section 15 of this Agreement.

Licensee shall procure the Integrated System required to operate the Software, as specified in Appendix B-1 , either from Licensor or a third pa1iy.
4 OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
Licensee hereby aclmowledges and agrees that the Software, the applicable Documentation and all patents, copyrights, trade secrets and trademai·ks related thereto ai·e the exclusive prope1ty and Confidential Information of Licensor or its affiliates and their Third Party Software licensors and that Licensor or its affiliates and their respective Third Party Software licensors, as applicable, own all rights, title and interest, including, without limitation, all worldwide patent, copyright, trade secret and trademark rights and all goodwill associated therewith, in and to the Software and Third Party Software.

Except for the license granted by Licensor to Licensee pw-suant to Section 3 of this Agreement, Licensee shall acquire no right, title or interest of any kind or natw-e whatsoever in or to the Software or any Third Paity Software or any patent, copyright, trade secret or trademai·k of Licensor, Licensor's affiliates or Licensor's licensors.

The Software is protected w1der United States and international copyright, trade secret and other intellectual property laws. Without limiting the generality ofthe foregoing, the parties acknowledge and agree that the sow-ce code, binary code and all visual, printed and other outputs of the Software ai·e trade Exhibit B - System License Agreement 3 April 23, 2014
secrets of Licensor and its affiliates and licensors. Except as otherwise expressly permitted under this Agreement, Licensee may not copy, translate, modify, display, patch, alter or otherwise change or make derivative works ofthe Software, Third Party Software, the applicable Documentation or any individual part thereof. Licensee shall not alter or remove any copyright notice or any propriety legend contained in or located on any part ofthe Software, Third Party Software, or the applicable Documentation and shall reproduce and maintain all such copyright notices or proprietary legends in and on any copy of the Software, Third Party Software, or Documentation that Licensee makes as permitted by this Agreement. 5 RESTRICTIONS ON USE, TRANSFER AND PROVISION OF SERVICES Licensee shall not derive or attempt to derive the source code or structure of all or any portion of the Software or Third Party Software by reverse engineering (except as required by law for interoperability), disassembly, decompilation or any other means. Licensee shall not give, sell, rent, lease, pledge, encumber, hypothecate, timeshare, provide subscription services for, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Software, Third Party Software or the applicable Documentation or other rights to any third party, including but not limited to Licensee's subsidiaries and affiliates. Licensee shall not publish the results of any benchmark tests run on the Software or Third Party Software and shall treat such results as Confidential Information ofLicensor. 6 CONFIDENTIALITY
Each Party (the "Receiving Party") shall maintain in strict confidence any and all proprietary and confidential information about the business, operations or customers of the other Party or any of their affiliates which it acquires in any form from the other Party (the "Disclosing Party"), including without limitation the terms ofthis Agreement, or any other information disclosed by the Disclosing Party and identified by Disclosing Party as confidential ("Confidential Information"). The Receiving Party w i 11 not disclose such Confidential Information with any third paiiies without the Disclosing Pmiy's prior written consent. The Receiving Paiiy further agrees to use its best effo1is and to take all reasonable precautions to maintain strict confidentiality with respect to the Confidential Information and to prevent disclosure thereof to persons other than its employees, accountants, affiliates, attorneys, bankers, consultants, insurance advisors and carriers, and agents who need access to such information to carry out a Party's obligations under this Agreement, and the Receiving Party shall be liable for the compliance by such third parties with the confidentiality obligations hereof.

The Receiving Paiiy shall not use, or permit the use of, the Confidential Information for any purpose other than performing this Agreement and exercising the rights granted under this Agreement. The Receiving Party acknowledges that the rights of the Disclosing Party in the Confidential Information are unique, and accordingly the Disclosing Party shall, in addition to such other remedies as may be available to it at law or in equity, have the right to enforce its rights hereunder by an action for injunctive relief and specific performance to the full extent permitted by law. Upon termination ofthis Agreement and the written request of the Disclosing Patiy, the Receiving Paiiy shall return or destroy all copies of all Confidential Information to the Disclosing Patiy. To the extent it would be unreasonably costly or cumbersome, neither Patiy shall be required to delete intangible copies of Confidential Information that are made as part of such Party's routine systems back-up procedures.

Notwithstanding the foregoing, Licensor shall be entitled to disclose to a third party licensor of any Third Pmiy Software (a) the fact ofthis Agreement (including the identity ofLicensee) and (b) audit results with respect to Licensee's compliance with the Third Party Software terms of this Agreement. The provisions of this Article shall survive any termination of this Agreement or of any license granted hereunder.
7 DELIVERY
Licensor shall deliver one copy of the Software.

Exhibit B - System License Agreement 4 April 23, 2014
8 LICENSE FEES AND PAYMENT
Licensee shall pay Licensor the System License Fees set forth in Appendix 8-4 upon execution ofthis Agreement and completion ofEA_MS installation and training at the site. Licensee shall pay Licensor interest on any late payments at the lesser of one and one-ha! f percent ( 1.5%) per month or the maximum rate permitted by law.

License fees do not include shipping charges, or any sales, use, withholding, excise or other taxes now or hereafter imposed on the production, storage, transportation, import, export, licensing or use of the products or services provided under this Agreement. Such expenses and taxes shall be paid by Licensee.

Licensee shall indemnify Licensor for any such expenses or taxes which Licensor is required to pay.

This System License Agreement defmes the w1derstandings, obligations and responsibilities of the patties, and will function in place ofa separate pmchase order for the same. 9 SOFTWARE WARRANTY
Licensor warrants that the media on which the Software is recorded is free from defects in materials and worlananship. Licensor warrants that the Software wil I perform substantially in accordance with the Documentation during the Warranty Period (as defined below). Third Party Software is provided as-is, and without warranty of any kind.

The Warranty Period is limited to 90 days from the date of Software delivery (the "Warranty Period"). If within the Warranty Period, it's discovered that the Software does not conform to the foregoing warranty and written notice of such nonconformity is promptly provided to Licensor, Licensor will provide an exclusive remedy as follows:
a) With respect to any defect in the media, Licensor will replace such media. b) With respect to any portion ofthe Software that does not perform in accordance with the Documentation, Licensor will, at its option, repair or replace the Software. c) With respect to any descriptive error in the Documentation, Licensor will correct such error by providing addenda or substitute pages.
d) The foregoing remedies shall constitute Licensee's exclusive remedies and Licensor's sole liability for any failure ofthe Software to conform to any warranty.

Any Software nonconformities repo1ted to the Licensor by the Licensee within the Warranty Period are subject to the remedies defined herein. Application of such remedies will not extend the Software warranty beyond the stated 90 day Warranty Period. Nonconformities reported following expiration ofthe warranty will be subject to remedies available tlu-ough a separate System Maintenance Agreement executed between the parties.

Except as specifically set forth herein, Licensor and its Licensors make no representations, warranties or conditions (express, implied, statutory or otherwise), other than as expressly set forth in this Agreement.

Licensor and its Licensors disclaim all other warranties, including, without limitation, any implied warranties of merchantability, accuracy, performance, effort, fitness for a particular purpose under the laws of any jurisdiction. Licensor and its Licensors make no warranty against interference with Licensee's enjoyment ofthe Software. Licensor and its Licensors do not warrant that Licensee's use of the Software will be uninterrupted or error-free, that the Software will interoperate with third-pa1ty Software not provided by or through Licensor except as set forth in the Documentation. Licensor and its respective licensors of Third Party Software do not wanant as to any results that may be obtained by Licensee's use of the Software or Third Pa1ty Software. Third Paity Softwai·e licensors shall not be required to perform ai1y obligations or incur any liability except as specifically stated herein. Licensor and its Licensors do not warrant that every featw-e or error in the Software will be corrected, or that the Softwai·e will meet Licensee's requirements.

Exhibit B - System License Agreement 5 April 23, 2014
10 INFRINGEMENT REMEDY
Licensor shall, at its expense, defend any suit which may be brought against Licensee by a third paity claiming that the Software infringes upon such third party's United States patent or copyright, and Licensor shall pay all judgments and costs recovered against Licensee in any such suit and shall reimburse Licensee for costs or expenses incurred by Licensee in the defense of any such suit, provided that Licensee gives Licensor prompt notice of such suit no later than ten ( 10) days after Licensee receives notice of such suit, or sooner if required by applicable law; reasonable assistai1ce in the defense thereof; and full opportunity to control all aspects of the defense thereof, including settlement. In the event the Softwai·e is held to be infringing, and the use ofthe Software is enjoined, Licensor shall, at its option, procure for Licensee the right to continue using the Softwai·e; replace it with non-infringing softwai·e; modify it so it becomes non-infringing; or remove the Software or the infringing portion thereof and refund the license fees applicable thereto.

Licensor's obligations under this Section do not apply with respect to a claim of infringement if and to the extent such claim arises out of: (i) compliance with Licensee's specifications, (ii) the use by Licensee or any of its customers of any third-party softwai·e or equipment that infringes any patent, copyright, trademark or trade secret of any third patty, (iii) any modification or alteration ofthe Software (other than by or on behalfofLicensor), (iv) use ofa version ofthe Software that has been superseded or (v) use of the Softwai·e after notice ofthe claimed infringement has been received by Licensee. The foregoing states the exclusive remedy ofLicensee and the sole liability ofLicensor for infringement. 11 LIMITATION OF LIABILITY
The Licensor's total liability relating to this Agreement, the Software or to the license granted hereunder, shall not exceed the license fees paid by Licensee to Licensor under this Agreement. Licensor and its Licensors (including Licensors of Third Party Softwai·e) will not be liable in any event for loss or inaccuracy of data, loss of use of systems, cost ofreplacement softwai·e or systems, loss of profits, loss of revenue or any other indirect, special, incidental or consequential dainages, whether or not foreseeable and even if Licensor has been advised of the possibility of such daJTiages. In no event shall Licensor be liable for any damages, losses, liabilities, costs ai1d expenses (including reasonable attorneys' fees) arising from any improper installation or improper use by Licensee, its customers, end users or anyone other than Licensor ofthe software or any goods supplied by Licensor, or arising from any failure by Licensee, its customers, end users or anyone other than Licensor to follow their own safety procedures in connection with the installation or use ofthe softwai·e or any other goods supplied by Licensor. 12 FORCE MAJEURE
Neither pa1ty shall be liable for loss, damage, or delay nor be in default for failure to perform (other thai1 payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, acts of war or terrorism, fire, flood, strike, labor disputes, acts or omissions of any governmental authority or of the other party, compliance with government regulations, embargos, fuel or energy shortage, delays in transportation, inability to obtain necessaiy labor, materials, or services from usual sources, or from defects or delays in perfo1mance of a party's suppliers or subcontractors due to such causes. In the event of a delay by either pa1ty due to the foregoing, the date of delivery or time for completion shall be extended by a period oftime reasonably necessaiy to overcome the delay. 13 AUDIT
Licensor and its licensors shall have the right, upon notice to Licensee, to enter onto Licensee's premises to perform an audit to ensw-e that Licensee is in compliance with this Agreement. Licensee shall keep, and shall allow Licensor to access, accw-ate records of each computer on which the Softwai·e, p01iions of the Software, and/or any Third Party Softwai·e ai·e installed, the locations of such computers, the nwnber Exhibit B - System License Agreement 6 April 23, 2014
of Network Devices for which the Software is used and the number of Authorized Users using the Software. Licensor shall have the right to disclose the results of any audits to its respective licensors. 14 ASSIGNMENT
Neither this Agreement nor any interest under this Agreement shall be assigned by Licensee without the prior written consent ofElster, except that either Party may assign this Agreement without prior consent in connection with a sale of controlling interest in the capital stock or other equity interest of such Party, a sale of all or substantially all of the assets of such Party, or pursuant to a merger or consolidation. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
15 TERMINATION
Either party may upon written notice to the other party, terminate this Agreement and any license granted herew1der at any time and for any reason, including nonpayment or other material breach that is not cured within thirty (30) days following written notice thereof.

Licensee shall not export or transmit the Software, Third Party Software, or any part thereof, directly or indirectly, to any restricted countries or in any manner that would violate the Export Administration Act of 1979, as amended, or any other United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to United States law. 17 NOTICES
Any notice required or permitted herew1der shall be in wntmg and shall be deemed to have been delivered on the date evidenced by receipt obtained upon transmission by fax, upon delivery by commercial delivery service, or upon delivery by certified or registered mail to a patty's address or facsimile munber shown below:

I fto Licensee
City of Santa Clara
Silicon Valley Power
Director ofE!ectric Utility
1500 Warburton Avenue
Santa Clara, CA 95050
Exhibit B - System License Agreement 7
IftoElster
Bister Solutions, LLC
208 S Rogers Lane
Raleigh, NC 27610
ATTN: Contracts Department
[email protected]
April 23, 2014
Either Party may at any time change its respective address or point ofcontact by sending written notice of the change to the other Party.
18 MISCELLANEOUS
This Agreement, including the Appendices attached hereto, contains the entire understanding of the parties with respect to the matters contained herein. This Agreement may not be modified except by writing, executed by authorized representatives ofLicensor and Licensee.

The headings and captions contained herein shall not be considered to be a part hereof for purposes of interpretation or application hereof, but are for convenience only.

Either pa1iy's failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions ofthis Agreement with respect to any other or subsequent breach, nor a waiver by such paiiy of its right at any time thereafter to require exact and strict compliance with the terms hereof.

Third Party Software providers are third pa1iy beneficiaries to this Agreement with respect to provisions applicable to Third Party Software. Licensee will be bound by the terms and conditions of use of any Third Party Software provider.

The provisions of Sections 1, 3, 4, 5, 6, 9, 10, 11, 13, 14, 16, and 17 shall survive the cancellation, termination or expiration of this Agreement.

If any provision of this Agreement is held to be illegal, invalid or unenforceable in any respect, the remaining provisions of this Agreement shall remain in full force and effect to the maximum extent possible.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the choice of law or conflicts of law rules of any jurisdiction. The parties agree that the Uniform Computer Information Transactions Act shall not apply to the terms or interpretation of this Agreement. The paiiies futiher agree that all causes of action against either paiiy under this Agreement shall be brought solely and exclusively in the State Comis of the State of California, or the U.S. District Court of California.

Licensee acknowledges that this Agreement constitutes a legal agreement that obligates certain payments as noted herein. Should Licensee's business processes require that one or more purchase orders be issued to provide for payments obligated by this Agreement, Licensee acknowledges that such purchase orders w i II be issued.

INTENDING TO BE LEGALLY BOUND, THE PARTIES HA VE AUTHORIZED THEIR REPRESENTATIVES TO EXECUTE TIDS AGREEMENT AS OF THE "EFFECTIVE DATE" FIRST WRITTEN ABOVE.

Y OF SANTA CLARA
Printed name
~~~ Julio J. Fuentes
Title City Manager -------------- Date __ "-' ...... {_i~.,)~,_'-1 _____ _ APPROVED AS TO FORM:

SANTA ~LARA CITY ATTORNEY'S OFFICE
8 April 23, 2014
APPENDIX B-1

SOFTWARE I LICENSE TERMS
The Energy Axis system is an Integrated System and a comprehensive smati grid solution which includes network management software, network communications technology (excluding WAN), field network devices, field management tools and value-added smati grid applications and consumer devices.

It is the Licensee's responsibility to acquire and maintain the Integrated System. Licensor will specify the third pa1iy software and versions thereof (operating system, software products, etc.) required for each Software release. Specific hardware requirements must be agreed to with Licensor based on the size of the AM I network deployment.

The EnergyAxis system configuration depends on the size and needs ofthe Licensee The Energy Axis system uses an embedded database. The Licensee is not granted direct access to the database except per the documented public interfaces specified in the Documentation.

Future changes in the Software or the Third-Party Software or running of other Third-Party Software Programs not tested or provided by Licensor may impact system performance for an Integrated System.

The potential number of authorized users is unlimited with each instance of the EA_MS Software subject to the Elster fee schedule.

Required system configurations for various EnergyAxis system tiers are available at the EnergyAxis Community website at http://energyaxis.ipbhost.com under Downloads > Elster Solution Updates > Hardware Recommendations - EnergyAxis Management System Licensor nor any provider of Third Party Software embedded in the Software will be liable for any damages, whether direct, indirect, incidental, or consequential arising from Licensee's use of the Software.

Third Patiy Software providers are third patiy beneficiaries to this Agreement with respect to provisions applicable to Third Pa1iy Software. Licensee will be bound by the tenns and conditions of use of any Third Patiy Software provider
Exhibit B - System License Agreement 9 April 23, 2014
APPENDIX B-2

SYSTEM LICENSE STRUCTURE
1 LICENSE FEE STRUCTURE
License fees are determined in part by the Energy Axis system tier. The base license fee includes the cost of firmware, middleware, database, EA MS troubleshooting tools and other third party application software built into the EA MS application. License allows Licensee to install EA MS application in a virtual environment if desired at no additional license fee. Virtual environment maintenance fees may apply. Consult the Energy Axis System Maintenance Agreement.

Customer requested additions to the standard configuration, optional modules, and add on services are available for additional fees. Overall fee structme and corresponding fees are detailed in Appendix B-3 .

The licensee's specific application and associated fees are defined in Appendix B-4.

1.1 Standard Configuration
Includes the Energy Axis EA_MS software with support for the following AMI/ AMRmeasmement, sensing, or control devices:
a) Energy Axis residential electric endpoints
b) EnergyAxis commercial or industrial electric endpoints c) Energy Axis Gatekeeper devices that act as concentrators within the Energy Axis networks d) Energy Axis repeater devices
e) Energy Axis AG I nodes
12 EnergyAxis License Tiers
Tlu·ee license tiers are available based on the size of deployment. a) Premier
The total nwnber of AMI / AMR measmement sensing or control devices shall not exceed 200,000. Licensor recommends that Licensee at a minimum purchase and configure a backup system and a test system. The test system will enable integration testing without compromising the integrity of the production system.
b) Advanced
The total nw11ber of AMI/ AMR measurement, sensing, or control devices shall not exceed 1,000,000. Base licensee fee for this tier includes 1 production, 1 backup and 1 test system. c) Enterprise
The total number of AMI/ AMR measurement, sensing, or control devices exceed 1,000,000.

Base license fee for this tier includes 1 production, 1 backup and 3 test systems A onetime license fee applies to all AMI/ AMR measurement, sensing, or control devices in each operational EA_MS System beyond 20,000 based on bundle pricing in Appendix B-3 . Per device license fees do not apply to non-operational Backup or Test systems. Backup and Test license fees are included in the listed license fees for each tier for the contracted number of AMI / AMR measurement, sensing, or control devices. Subsequent pmchases of device licenses are available in 2,500 device bundles in the Premier tier and 10,000 device bundles in Advanced/Enterprise tiers. 2 ADDITIONAL FEES

2.1 Water Support
A onetime license fee applies for configuration of water functionality for use within the Licensee's operational infrastructure. Fees do not apply to non-operational Backup or Test systems. This fee includes site license for one instance of Route Manager. If Elster is required to install multi pie Exhibit B - System License Agreement April 23, 2014
instances ofRoute Manager, additional license, installation service and support fees will apply. An upgrade fee for Water support applies when upgrading to a higher license tier.

2.2 Gas Support
A onetime license fee applies for configuration of gas functionality for use within the Licensee's operational infrastructure. Fees do not apply to non-operational Backup or Test systems. This fee includes site license for one instance of Route Manager. If Elster is required to install multiple instances ofRoute Manager, additional license, installation service and support fees will apply. An upgrade fee for Gas support applies when upgrading to a higher license tier.

2.3 Third Party Meter Support
A onetime license fee applies for configuration of approved third party meters for use within the Licensee's operational infrastructure. Fees do not apply to non-operational Backup or Test systems

2.4 Backup or Test System License Fee
Additional backup and test systems desired by the Licensee will incur incremental license fees, and the Licensor requires each back up or test system to be an identical replica ofthe production system.

An upgrade fee for each backup/test system applies when upgrading to a higher license tier.

2.5 Optional Functionality
The base license fee covers usage of the system for acquisition of metering data and two way metering operations such as on demand reads, service connects, discmrnects to residential electric meters. Additional fees apply for optional modules and add on- services listed below. a) Home Area Network (HAN): A onetime license fee applies for configuration of HAN functionality for use within the Licensee's operational infrastructure. Fees do not apply to non-operational Backup or Test systems.
b) Home Area Network / Demand Response Per Device Fee: A onetime fee applies to home area network / demand response devices in each operational EA_ MS system based on the sliding scale in Appendix B-3 . The per device fee includes any Licensor-manufactured or third party device approved by Licensor for use in a Home Area Network / Demand Response scenario within the EnergyAxis network. The per device fee does not apply to nonoperational Backup or Test systems. c) Distribution System / Distribution Automation: A onetime fee applies for configuration of distribution system / distribution automation functionality for use within the Licensee's operational infrastructme. Fees do not apply to non-operational Backup or Test systems. d) Distribution System / Distribution Automation Per Device Fee: A onetime fee applies to distribution system / distribution automation devices in each operational EA_ MS system based on the sliding scale in Appendix B-3 . The per device fee includes any Licensormanufactured or third party device approved by Licensor for use in a distribution system / distribution automation scenario within the EnergyAxis networks. The per device fee does not apply to non-operational Backup or Test systems.
e) Standalone Devices / Direct Wide Area Network (WAN) connection: A onetime fee applies for configuration of standalone devices / direct WAN connection for use within the Licensee's operational infrastructure. Fees do not apply to non-operational Backup or Test systems.
f) Optional Features and Interfaces: Licensor reserves the right to commercialize new features, endpoints and interfaces as optional add-ons to the base system features. Additional license fees may apply wuess the feature or interface was part ofthe contractual scopejointly agreed between Licensor and the Licensee.

Exhibit B - System License Agreement 11 April 23, 2014
g) AxisDetect: EnergyAxis provides application components that provide new featw-es as an optional add-on to the base system. A onetime fee applies for configuration and activation of the AxisDetect application. AxisDetect presents the geospatial topology ofan AMI network and provides graphical network management functions to client end-users. An upgrade fee applies when Licensee moves across tiers. License fees include GoogleMaps license. h) Secw-e Tunnel Server: The IP Axis Link Secure Tunnel Server is a software application which provides communication services used by distribution automation applications (i.e.

SCADA) to manage distribution automation field devices. i) VM support

2.6 Upgrades
An additional license fee applies to an upgrade to a higher tier, which is mandatory when the total number of AMI/ AMR measurement, sensing, or control devices exceeds the limit associated with the currenttier.

2.7 Additional System Expansions and Optional Project Implementation Services System expansions and project implementation services to deploy the EnergyAxis system can be provided on time and material ( T &M) basis. Current rates and additional terms that apply are listed in Appendix C-2 of the System Maintenance Agreement.

Notes:
a) A 11 software license fees are in US Dollars.
b) Licensor reserves the right to periodically audit the user's EA_ MS System to dete1mine the current number and types of meters or control points deployed for the purposes of billing an additional per point license fees. No refund is allowed for a reduced number of points determined by a given audit.
c) Licensor does not limit the number ofusers of its EA_MS software. IfLicensor provides the server hardware, the Licensee is limited by the defaults set by the OS vendor. If Licensee provides the hardware or desires system accessibility for more users, the Licensee is responsible for obtaining the Microsoft server license or license expansion, including any additional fees for the desired munber ofCALs (Client access licenses). d) The Licensor provides as a software option, a pre-installed virtual machine image (VM) of the EnergyAxis Management System (EAMS) application. If the Licensee selects this option, then the Licensor will not be responsible for any of the licensing costs, the support services and/or the maintenance services associated with the vendor host operating system contained in the virtual machine image(s) provided by the Licensor. In addition, the Licensor will not be responsible for any of the licensing costs, the suppo1t services, and/or the maintenance services associated with Licensee's virtual machine hosting platform. e) Licensor reserves the right to modify fees and/or terms associated with GoogleMaps if Google modifies similar fees and/or terms conveyed to Licensor.

Exhibit B - System License Agreement 12 April 23, 2014
APPENDIX B-3

PREMIER CONFIGURATION LIST LICENSE FEE SUMMARY
License Fees Qty List Price
Base System
Base License Fee: Energy Axis Premier $75,000
Includes 20,000 AMI/ AMR devices and site license for one instance of EA Inspector Manager and EA Inspector. Additional license fees will apply for AMI/ AMR devices exceeding 20,000
Incremental AMI/ AMR device license fees (per 2,500 device bundle) $5,500 Backup or Test System License Fee each $27,000
Axis Detect License fee $15,000
Stand-alone device/ Direct Wide Area Network (WAN) connection $5,000 Third Party Meter Inclusion (per meter type) $5,000
Water
Water Module $10,000
Includes site license for one instance ofRoute Manager
Site license for additional instance of Route Manager each $2,400 Gas
Gas Module $10,000
Includes site license for one instance of Route Manager Site license for additional instance of Route Manager each $2,400 DR/HAN
Home Area Network (HAN) Base License $10,000
DR/HAN Per device fee (qty I - 500,000) $1.00
DR/HAN Per device fee (qty 500,000+) $0.75
DA
Distribution Automation (DA) Base License $10,000
DA Per device fee (qty I - 50,000) $2.00
DA Per device fee (qty 50,000+) $1.50
Secure Tunnel Server (License depends on # of IP Axis Link Gateways) 0-50 IP Axis Link Gateways each $25,000
51-200 IP Axis Link Gateways each $35,000
201-500 IP Axis Link Gateways each $50,000
Exhibit B - System License Agreement 13 April 23, 2014
APPENDIX B-4

SYSTEM LICENSE FEES SUMMARY
This appendix swnmarizes the software, endpoints, additional modules and functionality Licensor provides to the Licensee at the time of the original pmchase; and/or as amended to reflect any changes to the License configuration after the initial pmchase.

EnergyAxis Premiere License and Maintenance Fee Calculation EnergyAxis System License Fees
Base System
EnergyAxis Premier
Additional Backup/ Test System
Visualization
Incremental AMI/AMR endpoint license fees (per 2,500 unit bundle) Axis Detect
Direct Wide Area Network (WAN) connection support
Third Party Meter Support
Water
Water Module Support (includes Site License for Route Manager) Gas
Gas Module Support (includes Site License for Route Manager) Demand Response (DR)/ Home Area Network (HAN)
Base License Fee: Home Area Network (HAN) Support
DR Element / Device Fee (1 - 600,000)
DR Element/ Device Fee (600,000+)
Distribution Automation (DA)
Base License Fee: Distribution Automation (DA) Support
DA Element/Device Fee (1-60,000)
DA Element/ Device Fee (60,000+)
Secure Tunnel Server Gateways (0 - 60)
Secure Tunnel Server Gateways (61 - 200)
Secure Tunnel Server Gateways (200+)
Custom SW Development/ Modules/ Interfaces/ Stand Alone Route Manager
EA Inspector Manager
Subtotal - AMI Software License Fees (SLA)
Creditfor pre1·io 11 sly paid liceusefees
Total - AMI Software License Fees (SLA)
EnergyAxis System Maintenance Fees
Base System
Standard Support: 9x6
Standard Support: 12x7
Standard Support: 24x7
Optional On-Call Emergency Support
Equipment Maintenance Fee: EA Inspector/ EA Installer Handheld Annual Increase Provision
Total - EnergyAxis System Maintenance (SMA)
Exhibit B - System License Agreement
Qty List Price
1 $76,000.00
2 $27,000.00
1 $10,000.00
1 $6,500.00
$16,000.00
1 $6,000.00
$6,000.00
1 $10,000.00
$10,000.00
1 $1 0,000.00
$1.00
$0.7 6
1 $1 0,000.00
$2.00
$1.60
$26,000.00
$36,000.00
$60,000.00
1 $0.00
1 $0.00
Qty List Price
20% 1 $36,900.00
27% $48,466.00
34% $61,030.00
5% $8, 976.00
6 $896.00
4% 1 $41,270.00
14 Total
$76,000.00
$64,000.00
$10,000.00
$5,500.00
$0.00
$6,000.00
$0.00
$10,000.00
$0.00
$10,000.00
$0.00
$0.00
$1 0,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$179,500.00
Total
$36,900.00
$0.00
$0.00
$0.00
$6,370.00
$1,660.80
$42,920.80
Discount Price
$36,000.00
$16,000.00
$1 0,000.00
$906.00
$16,000.00
$6,000.00
$6,000.00
$6,000.00
$1 0,000.00
$6,000.00
$0.76
$0.76
$6,000.00
$1 .60
$1 .60
$26,000.00
$36,000.00
$60,000.00
$1,1 00.00
$1,100.00
Ext. Price
$36,000.00
$30,000.00
$10,000.00
$906.00
$0.00
$6,000.00
$0.00
$6,000.00
$0.00
$6,000.00
$0.00
$0.00
$6,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$1,100.00
$1,100.00
$99,106.00
($99,106.00)
so.oo
April 23, 2014

EXHIBIT C
ENERGYAXIS® MANAGEMENT SYSTEM (EA_MS)

SYSTEM MAINTENANCE AGREEMENT
THIS SYSTEMMAINTENANCEAGREEMENT(this "Agreement") is made and entered into effective thi~.lj"t'tttay o~u:M-: , 2014 ("Effective Date") by and between Elster Solutions, LLC, a Delaware limited liability company, with offices at 208 S. Rogers Lane, Raleigh, NC 27610, USA, ("Elster" or "Licensor"), and City of Santa Clara California, a chartered California municipal corporation, with offices at 1500 Warburton Avenue, Santa Clara, CA 95050 ("City" or "Licensee").

Licensor will provide system maintenance services ("System Maintenance Services") for the Program licensed to Licensee pw-suant to that certain EnergyAxis Management System License Agreement (the "System License Agreement") executed between the parties and described herein and in Appendix 1 of the System License Agreement. Capitalized terms in this System Maintenance Agreement not otherwise defined shall have the meaning set forth in the System License Agreement. The terms and conditions of the System License Agreement shall govern Licensee's use oftbe Program. 1 DEFINITIONS
Casual Consulting
Technical Support
Error
Includes telephone and email system support that does not require access to the production, test or backup system, and is limited to information readily accessible to tech support personnel, such as operation manuals and similar
docLUnentation including:
a) General supp01t regarding proper utilization of
the applicable Program
b) Assistance with Licensor's user documentation
and technical manuals provided with the
Program
c) Guidance on the Program's intended, normal use
Includes supp01t that may require more experienced technical support pers01mel, system analysis, and access to the
production, test or backup system including:
a) Technical assistance specific to the operation of
the Program
b) Diagnosis and troubleshooting
c) Attempted replication of errors reported by
Licensee. Licensor shall use commercially
reasonable eff01ts to resolve
replicated errors by providing: ( 1) a reasonable
work-around; (2) a change to the Program code;
or (3) an action plan for resolving the error.
d) Remote installation of the applicable Program
and Software/Firmware Upgrades
e) Over the Air (OTA) upgrades ofEnergyAxis
network devices, meters and nodes, or
upgradeable devices.

For purposes ofthis System Maintenance Agreement, an
"error" shall mean either:

Exhibit C - System Maintenance Agreement April 23, 2014 2 TERM AND RENEWAL
a) a material nonconformity to the then-current
applicable specifications; or
b) a defect which materially impairs use.

The term of this System Maintenance Agreement shall begin on the Effective Date and shall continue until December 31st of the then current calendar year (the "Initial Term"). Thereafter, this System Maintenance Agreement shall automatically renew for successive one-year terms ( each a "Renewal Term") unless the Agreement is terminated by either party by written notice to the other party sixty (60) days prior to the end of the then-current term with such termination to be effective upon completion of such term.

To ensure that the Agreement meets the needs and expectations of Licensor and Licensee, the parties agree in good faith to review this Agreement not less than annually and if warranted and mutually agreed upon, to make adjustments in the Agreement, including prices, to be consistent with evolving industry practices and the needs of the paities.

If for any reason this Agreement should lapse, the Licensee may reinstate lapsed suppo1t and maintenance upon payment of 150% ofthe support and maintenance fees in aJ.Tears, and all costs invoiced by Licensor on a time and materials basis for updating Licensee's Program to the then-current version. 3 SUPPORT SERVICES
System Maintenance Services shall consist of the following:

3.1 Software Updates
Software Updates include:
a) Major Release - Softwai·e Upgrade that includes significant functional chai1ges. Major Releases are identified by a change in the whole number ofthe Application version number (i.e., 2.0.0.0 to 3.0.0.0). Software upgrade fees will apply to Major Releases. b) Minor Release - Softwai·e Update that includes small functional changes. Minor releases are identified by a change in the first decimal of the Application version number (i.e., 2.2.0.0 to

2.3.0.0). Minor releases occur as needed to meet individual product mai·ket needs. c) Maintenance Release - Software Update that includes fixes for lmown issues or operational problems which cause the application not to perform as designed. Maintenance Upgrades are typically identified by a change in the second decimal of the Application version number (i.e.,

2.2.2.0 to 2.2.3.0). Maintenance Upgrades are released as needed, typically 3 to 6 months apait.
d) Patch - Software Patches include fixes for a known issue or operational problem which cause the application not to perform as designed. Patches are identified by a change in the third decimal of the Application version number (i.e., 2.2.2.2 to 2.2.2.3). Patches are released as needed. Patches target only portions ofthe software files, and do not require a full software upgrade.

Software Updates include distribution of one ( 1) copy of any corresponding standard documentation updates on CD or DVD .

Updates apply to the program and modules originally licensed.

Licensor will specify any Third Party Software that Licensee is required to have for each Software Upgrade.

To the extent Software Updates contain new Third Patty Software, Licensee agrees to comply with all license terms associated with such software. Licensor shall notify Licensee of new Third Patty Softwai·e when Software Updates are distributed, ai1d Licensee's installation and use of Softwai·e Exhibit C - System Maintenance Agreement 2 April 23, 2014 Updates shall be deemed Licensee's acceptance of Third Party Software license terms, and Licensee's agreement to be bound by such license terms. To the extent Third Party Software license terms are inconsistent with the terms of this System License Agreement, Third Party Software license terms shall control with respect to the Third Party Software.

3.2 Firmware Updates
Firmware updates include gatekeeper and endpoint node updates (REX, A3 NIC, water module, gas module, etc.) for application firmware and/or radio firmware, and will be applied by Elster as required. Firmware Updates are categorized as:
a) Firmware Functional Upgrades - Firmware Functional Upgrades include significant functional changes. Functional upgrades are typically identified by a change in the first number ofthe firmware version nwnber (e.g., 2.0 to 3.0). Firmware Functional Upgrades may incur an upgrade fee and/or hardware change as determined by Elster b) Firmwat·e Maintenance Updates - Firmware Maintenance Updates are primarily bug fixes.

Minor functionality changes may also be included. Maintenance Updates are typically identified by a change in the second decimal ofthe firmware version nwnber (e.g. , 2.0 to

2.1 ).

3.3 System Support
System support is available for the latest commercially released version ofthe Program (N), and for the previous commercially released version of the program (N-1 ). With each new release of the Program, the version pmchased by the Licensee will age by (-1).

Versions N and N-1 are fully supported. Version N-2 signifies the Program has reached end of life, and system support will be limited to Severity I issues defined in Appendix C-3 while allowing Licensee time to complete Program upgrades. Version N-3 signifies the Program has reached end of life suppmi, and thus no longer suppo1ied by the Licensor. Licensee must upgrade its Program to continue system suppmi.

The paiiies may amend this System Maintenance Agreement to add additional Modules licensed by Licensee, subject to additional System Maintenance Fees and terms. Licensor reserves the right to commercialize uniquely new featmes, endpoints and interfaces as optional add-ons to its base system featmes. Additional system maintenance fees may apply unless the feature or interface is part of a contractual scopejointly agreed to by the patiies.

Suppmi and maintenance of third-paiiy softwai·e, such as the computer operating system, must be obtained from the supplier and is the responsibility of the Licensee. Licensor will provide support for embedded software within the EA_MS Program, subject to third-party support terms to which Elster is party.

Licensor offers the following levels of Support.
a) 9 x 5 Support
Includes Casual Consulting and Technical Support Monday through Friday from 8:00 AM to 5:00 PM, Eastern Standard Time or Eastern Daylight time as applicable, except for Licensor holidays.
b) 12 x 7 Support
Includes Casual Consulting and Technical Support seven days a week from 8:00 AM to 8:00 PM, Eastern Standard Time or Eastern Daylight time as applicable, including Licensor holidays. Alternate hours are available for an additional fee. c) 24 x 7 Support
Includes Casual Consulting and Technical Suppmi from 8:00 AM to 8:00 PM, and technical support 8:00 PM - 8:00 AM Eastern Standard Time or Eastern Daylight time as applicable, including Licensor holidays.

Exhibit C - System Maintenance Agreement 3 April 23, 2014 d) Eme1·gency On-Call Support
Available for a Severity I issues, as defined in Appendix C-3 , that occm outside of contracted support homs for customers on 9x5 or 12x7 support plans. Emergency suppo1t excludes upgrades and other requests made solely for the business convenience ofthe Licensee.

Emergency on call suppmt is available 7 days a week, including Licensor holidays.

Emergency calls are directed to a Licensor support representative. If the support representative is w1available to accept the call, callers will be directed to voice mail, and Licensor's support representative wil 1 return the call with in one (I) how· o frecei pt. Retmned calls will be charged per fees described in Appendix C-1 .

Alternate hours are available for an additional fee. Unanticipated office closures due to conditions of force majeure or other wiforeseen events that affect the Licensor's availability schedule will be communicated to the Licensee as soon as reasonably possible.

Licensor .shall use commercially reasonable effo1ts to resolve replicated errors by providing: (1) reasonable workarounds; (2) a change to the Program code; or (3) an action plan for resolving the error. Case resolution and response times will depend on the severity of the issue as defined in Appendix C-3 .

3.4 Selected Support Level
Licensee must indicate the support level selected for the Initial Term of the System Maintenance Agreement by placing an "X" in the appropriate box of the "Selected Support Level" table which follows the signatw·e block of this Agreement. To change support levels, Licensee must request such change in writing no later than October 1st ofthe then-current year. Licensor will approve or reject the request in writing no later than December 1st. If approved, Licensor will invoice Licensee for the new level of support, payable by December 31st of the then current year, and all approved changes will be effective as of January 1st of the next calendar year. Any change in suppo1t levels will be added as an amendment to the Selected Support Level table and to Appendix C-4.

3.5 Support Contact Information
Casual Consulting and Technical Support are available via:
a) Toil-Free Number with Customer Specific PIN
The Energy Axis Software Support line, 866-554-9007 or +919-250-5717, is available 24 hours a day 7 days a week. Ifa call is received during Licensee's support hours and a support engineer is not available to talce the call, the call will be routed to a voice mailbox. The next available suppo1t engineer will return voice messages. Calls received outside ofLicensee support how·s will be automatically routed to a voice mailbox. Messages received outside suppmt hours will be returned the following support day. b) Email
Email may be sent to [email protected]. Emails sent to this address are automatically routed to support engineers who will respond during Licensee's suppo1t hours.

Emails received outside ofLicensee suppo1t hours will be returned the following support day. c) Web Portal
The Elster Support System (ESS) User Portal (http://ElsterSupport.com) can be accessed using individual login IDs provided by Technical Support. The User Portal is available 24 hours a day, 7 days a week.

3.6 On-Site Support Services
Prior to furnishing on-site suppo1t, the Licensee must present the Licensor with a written request for on-site supp01t services, and the terms and nature of the services to be provided must be defined in a written Scope ofWork signed by the patties
Exhibit C - System Maintenance Agreement 4 April 23, 2014 System Support as detailed in Section 3.3 does not include On-Site Support. For purposes of this Agreement, "On Site Suppott" shall occur when:
a) Licensor is requested by Licensee to arrive at a Licensee location to provide support and/or consultation services;
b) Licensor is contacted outside ofcont:racted support hours and must, following written approval from the Licensee, travel to another location (including Licensor's site) to complete the required services; and
c) Licensor is contacted during normal contracted suppo1t hours and must, following written approval from the Licensee, travel to a separate location to complete the required services.

Any travel to Licensee's site requires prior approval ofLicensor management. Any On-Site Support provided at the request or approval of Licensee shall be billed on an hourly basis at the then-current labor rates reflected in Appendix C-2, plus reasonable travel and living expenses including a 10% administrative fee. For travel outside the continental United States, travel time to site is also charged on an hourly basis per rates in Appendix C-2. On-Site Suppo1t services will be provided under Licensor's then-current standard service terms.

3.7 Other Available Services
The following services are not provided w1der this System Maintenance Agreement but are available for an additional fee:
a) Distribution or maintenance of Program Modules not listed in Appendix B- 1 of the System License Agreement
b) Interpretation of Program results
c) Supply of typical or representative data
d) Assistance with computer hardware and peripheral questions not related to Program use e) Data debugging and/or correcting
f) Services necessitated as a result of any cause other than ordinary and proper use ofthe Program by Licensee, including but not limited to neglect, abuse, unauthorized maintenance, or electrical, fire, water, or other damage
g) Services resulting from the fai lure ofLicensee to provide a suitable environment for the Program or associated equipment
h) Services relating to problems caused by modifications in any version of the Program not made or authorized by Licensor
i) Services resulting from the combination of the Program with other programming or equipment, and to the extent such combination has not been approved in writing by Licensor. j) Services relating to problems caused by commw1ications faci lities and infrastructure (telephone, etc.)

3.8 Resolution ofHelpdesk Issues
Licensor's Technical Support will contact Licensee to ensure that a problem or issue has been resolved to Licensee's satisfaction before closing the problem report. In instances where Licensor has resolved the problem to Licensor's satisfaction but has been w1able to confirm that the supplied solution is satisfactory to Licensee, Licensor will assume such solution to have been satisfactory and close the case after thirty (30) working days w1.less Licensee notifies Licensor to the contrary. 4 FEES
System Maintenance Fees are calculated based on the calendar year. The annual System Maintenance Fee calculation guidelines are set forth in Appendix C-1 , attached hereto. To facilitate easy lookup, Appendix C-4 summarizes the then-current applicable maintenance fees incorporating maintenance fees for the original purchase ofthe program and all amendments due to incremental modules or services purchased Exhibit C - System Maintenance Agreement 5 April 23, 2014 thereof. Upon the Effective Date of this Agreement or on a date as specified in an associated system contract, Licensee shall pay the then-cmrent ammal System Maintenance Fee, pro-rated based on the nmnber of months remaining in the calendar year from the Effective Date of this Agreement. Thereafter, annual System Maintenance Fees will be invoiced in October of each year, with payment for the next year's System Maintenance due no later than December 31 of the current year. On Site Support services and any other Additional Services will be billed at the end of the month in which the services are provided. Fees for Modules licensed separately by Licensee shall be charged at pmchase. Except as specifically set forth in this System Maintenance Agreement, all invoices are due net thirty (30) days from the date of invoice. Licensor will assess a late payment charge on any amount which remains unpaid after the due date, computed at the rate equal to the lesser of one and one-half percent ( 1.5%) per month or the maximum amow1t permitted by law on the unpaid amount for each month that such amount remains unpaid. This late payment charge shall be in addition to any other remedies Licensor may have at law or in equity. Al I System Maintenance Fees are in US dollars. 5 TERMINATION
Either party may upon written notice to the other party, terminate this Agreement and any license granted hereunder at any time and for any reason, including nonpayment or other material breach that is not cured within thirty (30) days following written notice thereof.

Within ten (10) days after the date of termination, Licensee will cease use ofthe Software and Third Party Software and return, or at Elster's direction, destroy all originals and copies, in whole or in part and in any form, of any Software or other Elster furnished documentation in the Licensee's possession, and wil l certify to the foregoing to Elster in writing
6 LIMITATION OF LIABILITY
The maximum liability of Licensor for any damages sustained by the Licensee under this System Maintenance Agreement shall in no circwnstance exceed the amount of the annual maintenance fee payable by the Licensee to the Licensor for the then-current year. Neither Licensor nor its licensors of Third Party Software shall in any event be liable to Licensee for loss ofrevenue, profit, anticipated profit or indirect, incidental, special or consequential damages, including but not limited to, any losses to Licensee resulting from lost computer time or the destruction or damage of records, or any claims or demands made against the Licensee by a third party.
7 WARRANTY DISCLAIMER
Except as expressly provided herein, the Licensor does not make any representations or warranties under this System Maintenance Agreement whatsoever whether statutory, expressed or implied, including but not limited to warranties of merchantability and fitness for a particular pmpose, and any warranties arising from course of dealing or usage of trade. No action, regardless of form, arising out of the transactions under this System Maintenance Agreement may be brought by Licensee more than two (2) years after the cause of action has accrued.
8 LICENSEE OBLIGATIONS
During the term ofthis System Maintenance Agreement, Licensee shall:
a) Obtain, install and maintain, and provide at no cost to Licensor, direct FTP and fast VPN access (access via Citrix, WebEx, VNC, etc. not acceptable) to all meters, gatekeepers, and every production, backup and test Management System servers Lmder support to allow Licensor to perform System Maintenance for the Program from Licensor's facilities in North Carolina. Reasonable allowance will be made to adhere to Licensee's corporate security administration and monitoring policies. However, during periods when Licensor has access to ~xhibit C - System Maintenance Agreement 6 April 23, 2014 the Management System servers, access will be at the administrator level. Reasonable alJowances will be made to ensure that Licensee has monitoring abilities for all activities performed on Licensee's systems. No actions will be taken on any Licensee system without Licensee's permission.
b) Al low Licensor to install as part of its standard support a Troubleshooting Tool with daily access to Licensee's secw-e FTP site to transfer data, thus enabling Licensor's suppo1t personnel to perform maintenance on the Licensee system effectively. Without use of the Troubleshooting Tool response and resolution times may be affected. c) Ensure that only personnel properly trained in the operation and use of the Program and its associated equipment call Licensor for direct phone suppo1t and that such personnel have sufficient access and computer time when using such service in order to implement the corrections suggested by Licensor.
d) Allow Licensor to install all Software Upgrades within 60 days of delivery of same; provided, however, that Licensee may delay a Software Upgrade in the event of force majeure or in the event of delays beyond the control ofLicensee or Licensor in corollary upgrades to thirdparty software or equipment. Licensee shall install or allow the install of the Software Upgrade immediately upon the cessation ofthe cause of delay. Reasonable delays will be accommodated to avoid impacts on Licensee's business operations, resource availability and/or IT pol icy compliance.
e) Perform and install all diagnostic activities and routines recommended by Licensor before requesting On-Site Suppmt.
f) Ensure that all installed Elster Products (meters, gatekeepers, IP AxisLink, etc.) that have Longitude and Latitude attributes contain the correct geographic coordinates.

Troubleshooting will not be performed by Elster for devices that do not have corresponding geographic information in the Energy Axis Management System. g) Ensure a proper Program environment is maintained and that Licensee's personnel who have access to the Program are properly trained in the operation and usage of the Program and the associated equipment.
h) Provide adequate safeguards for the protection ofLicensee's data and files while System Maintenance is being performed on the Program.
i) Issue any purchase orders that might be required by Licensee's business processes to honor the payments obi igated by this Agreement.
j) Maintain the Management System servers consistent with industry standards on end oflife planning for server systems. Licensor's general recommendation is that Licensees plan for server replacements on a 3 year cycle to consider hardware and OS obsolescence and to provide latest generation servers to suppo1t new features provided in Program releases provided as a part of this Agreement.
k) Maintain the Supported System and the operating system software defined in Appendix B-1 ofthe System License Agreement. Licensor will specify the third party software and version thereof required for each Software Upgrade or release.
1) Licensee shall monitor overall system performance such as disk space, CPU, memory usage, etc
m) Prevent the unauthorized use or copy ofbinary data used in virtual deployments ofEA_MS systems ..
9 DATA BACKUP
Licensee shall be solely responsible to ensure that all of its files and data are adequately duplicated or documented, and Licensor shall in no way be responsible for Licensee's failure to do so, nor for the costs or expenses of reconstructing data which are lost, destroyed or otherwise damaged or rendered useless Exhibit C - System Maintenance Agreement 7 April 23, 2014 during the course of or as the result of the performance of any services under this System Maintenance Agreement.
10 CONFIDENTIALITY
Each Party (the "Receiving Party") shall maintain in strict confidence any and all proprietary and confidential information about the business, operations or customers of the other Party or any of their affiliates which it acquires in any form from the other Party (the "Disclosing Party"), including without limitation the terms ofthis Agreement, or any other information disclosed by the Disclosing Party and identified by Disclosing Party as confidential ("Confidential Information"). The Receiving Party will not disclose such Confidential Information with any third parties without the Disclosing Paiiy's prior written consent. The Receiving Paiiy further agrees to use its best eff01is and to take all reasonable precautions to maintain strict confidentiality with respect to the Confidential Information and to prevent disclosure thereof to persons other than its employees, accountants, affiliates, attorneys, bankers, consultants, insurance advisors and carriers, and agents who need access to such information to carry out a Party's obligations under this Agreement, and the Receiving Paiiy shall be liable for the compliance by such third parties with the confidentiality obligations hereof.

The Receiving Party shall not use, or permit the use of, the Confidential Information for any purpose other than performing this Agreement and exercising the rights granted under this Agreement. The Receiving Paiiy acknowledges that the rights of the Disclosing Paiiy in the Confidential Information ai·e unique, and accordingly the Disclosing Party shall, in addition to such other remedies as may be available to it at law or in equity, have the right to enforce its rights hereunder by an action for injunctive relief and specific performance to the full extent permitted by law. Upon termination ofthis Agreement and the written request of the Disclosing Patiy, the Receiving Pa1iy shall return or destroy all copies of all Confidential Information to the Disclosing Patiy. To the extent it would be unreasonably costly or cumbersome, neither Party shall be required to delete intangible copies of Confidential Information that are made as part of such Party's routine systems back-up procedures.

Notwithstanding the foregoing, Licensor shall be entitled to disclose to a third party licensor ofai1y Third Patiy Softwai·e (a) the fact ofthis Agreement (including the identity of Licensee) and (b) audit results with respect to Licensee's compliance with the Third Paiiy Software terms of this Agreement. The provisions of this Article shall survive any termination of this Agreement or of any license granted hereunder.
11 FORCE MAJEURE
Neither patiy shall be liable for loss, dainage, or delay nor be in default for failure to perform ( other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, acts of war or terrorism, fire, flood, strike, labor disputes, acts or omissions of any governmental authority or of the other party, compliance with government regulations, embargos, fuel or energy sh01iage, delays in transp01iation, inability to obtain necessaiy labor, materials, or services from usual sources, or from defects or delays in performance of a party's suppliers or subcontractors due to such causes. In the event of a delay by either party due to the foregoing, the date of delivery or time for completion shall be extended by a period oftime reasonably necessaiy to overcome the delay. 12 ASSIGNMENT
Neither this Agreement nor any interest under this Agreement shall be assigned by Client without the prior written consent ofElster, except that either Party may assign this Agreement without prior consent in connection with a sale ofcontrolling interest in the capital stock or other equity interest of such Party, a sale of all or substantially all ofthe assets of such Party, or pursuant to a merger or consolidation. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Paities hereto and their respective successors and permitted assigns.

Exhibit C - System Maintenance Agreement 8 April 23, 2014 13 NOTICES
Any notice required or permitted hereunder shall be in wntmg and shall be deemed to have been delivered on the date evidenced by receipt obtained upon transmission by fax, upon delivery by commercial delivery service, or upon delivery by certified or registered mail to a party's address or facsimile number shown below:

Ifto Licensee
City of Santa Clara
Silicon Valley Power
Director ofElectric U ti 1 i ty
1500 Warburton Avenue
Santa Clara, CA 95050
Ifto Elster
Elster Solutions, LLC
208 S Rogers Lane
Raleigh, NC 27610
ATTN: Contracts Department
[email protected]
Either Party may at any time change its respective address or point ofcontact by sending written notice of the change to the other Party.
14 AMENDMENT AND ENFORCEMENT
This System Maintenance Agreement, including the Appendices attached hereto, contain the entire understanding ofthe paiiies with respect to the matters herein. This System Maintenance Agreement may not be modified except by writing, executed by authorized representatives of Licensor ai1d Licensee. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof shall be affected, and the remaining provisions shall continue with the same effect as if such unenforceable or invalid provision shall not have been inse1ied herein. If Licensee issues a purchase order or other document that purp01is to define System Maintenance other than as set forth in this System Maintenance Agreement, it is agreed that the terms ai1d conditions of any such purchase order shall have no application or effect, and that the provisions of this System Maintenance Agreement shall continue to control matters related to the provision of System Maintenance. Either party's failure to exercise any right under this System Maintenance Agreement shall not constitute a waiver of ai1y other terms or conditions ofthis System Maintenance Agreement with respect to any other or subsequent breach, nor a waiver by such paiiy ofits right at any time thereafter to require exact and strict compliance with the terms hereof. 15 HEADINGS
The headings and captions herein shall not be considered for purposes ofinterpretation or application, and are furnished for convenience only.
16 SURVIVAL
The provisions of Sections I, 2, 6, 7, 9, 12, and 13 shall survive the cancellation, expiration or termination ofthis Agreement.
17 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the choice of law or conflicts of law rules of any jurisdiction. The Paiiies agree that all causes of action against either Paiiy under this Agreement shall be brought solely and exclusively in the State Courts ofthe State ofCalifornia, or the U.S. District Court for California.

Exhibit C - System Maintenance Agreement 9 April 23, 2014 INTENDING TO BE LEGALLY BOUND, mE PARTIES HAVE AUIBORIZED THEIR REPRESENTATIVES TO EXECUTE THIS AGREEMENT AS OF THE "EFFECTIVE DATE" FIRST WRITTEN ABOVE.

CITY OF SANTA CLARA
By
Printed name Julio J. Fuentes
Title _C.,....,ity __ M_an_a=ge~r--~~--
Date Lo{~•/ l 'f
APPROVED AS TO FORM:

SANTA CLARA CITY ATTORNEY'S OFFICE
fJ <Jl,r01 IA~ ~Cl.,li-e,IA- i)(\ LINDSAY BEA, DEPUTY CITY ATTORNEY ATTEST:
tc~%~~
Exhibit C - System Maintenance Agreement IO

ELSTER SOLUTI
By
Printed name
Title
Date
April 23, 2014

SELECTED SUPPORT LEVEL
Support Level
Support Level Description Selected (Place an "X"
in the appropriate
box)
9x5 Customer Support Mon-Fri, from 8 AM to 5 PM Eastern X Time except designated Licensor holidays* 12 X 7 Customer Support 7 days a week, from 8 AM to 8 PM Eastern Time*
24 X 7 Customer Support 24 hours a day, 365 days a year* Optional Customer Support from 8 PM to 8 AM Eastern time for Emergency on- customers on 9x5 or 12x7 support for Severity 1 issues call * Reference Support Level Services table below for list of services available Severity I issues
System upgrades/patches
Gatekeeper upgrades
Severity 2 issues
Severity 3 issues
Meter upgrades
Managed services
Casual consulting
Status updates
Integration support

SUPPORT LEVEL SERVICES
9x5, 12x7 and 24x7
8 AM to 5 PM
M on-F. n
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
12x7 and 24x7
8AMto 8PM
7 d ays / wee k
✓
✓
✓
Not supported during
extended hours
All times Eastern
Exhibit C - System Maintenance Agreement 11
24x7
8PMto 8AM
7 d ays I wee k
✓
Not supported during
overnight hours
April 23, 2014
APPENDIX C-1

YEARLY SYSTEM MAINTENANCE AGREEMENT FEES
1 SYSTEM MAINTENANCE FEE FOR EACH OPERATIONAL SYSTEM
The system maintenance fee is structured based on the level of support desired by the Licensee, total system size and optional services purchased by the Licensee. The table below describes the structw-e for system maintenance fees for the Energy Axis Management System.

The percent of license fees is determined by the desired support level. Total list license fee includes licenses for all programs, system, modules, endpoints, interfaces and custom integrations pW'chased by the Licensee as defined in the latest amendment to the Licensor System License Agreement or customer statement ofwork.

Suppm·t Support Fees Optional Emergency On-call Support Level 9x5 20% ofSLAListFees 5% ofSLA List Fees per annum in addition to Standard Support, and per call fee of
$1000 for first hour, $5 00/hr for each
}2 X 7 2 7% ofSLA List Fees subsequent hoW' or part thereof 24 X 7 34% ofSLA List Fees
A support level of 12 x 7 or 24 x 7 is mandatory for Advanced and 24 X 7 for Enterprise tier Licensees, as defined in the Energy Axis System License Agreement.

It is highly recommended that customers with DA support have 24 X 7 SMA support. 2 FUTURE MODULES AND APPLICATIONS
Additional System Maintenance fees for new modules or applications will be determined at time of purchase.
3 ANNUAL INCREASE PROVISION
Licensor reserves the right to increase the annual SMA fee at the time of annual renewal each year after the 1st complete calendar year by the greater of 4% or the percentage change in the U.S. Department of Labor Consumer Price Index(CPI-U)for All Urban Consumers, A 11 Items, U .S. City Average. The CPIU adjustment rate will be determ.ined by comparing the percentage difference between the CPI-U in effect for the base twelve month average (October through September); and each (October through September) 12 month average thereafter. The percentage difference between the two CPI-U issues will be the adjustment rate.
4 OPTIONAL SYSTEM RETRAINING
Licensee with a current System Maintenance Agreement can pW'chase optional system retraining for I week under the following tee structure. Training requests will be accepted subject to Licensor's resoW"ce availability.

Exhibit C - System Maintenance Agreement 12 April 23, 2014 a) Training at Licensor's Facility in Raleigh, NC: $10,000 plus $250 per set of printed materials (Ii mited to a maximum of nine students in one training session) b) Training at Licensee's Facility: $15,000 plus travel and I iving and $250 per additional set of printed materials (limited to a maximum of nine students in one training session). 5 MAINTENANCE FEE FOR SYSTEMS INTEGRATION/BILLING CONVERSION

PROGRAM SUPPORT
An annual fee wi 11 be charged for maintenance o fLicensor developed interfaces and systems integration, to maintain compatibility with futme releases of Energy Axis Management system and customer enterprise system(s). These fees are determined at the time the integration is scoped and quoted, but are a minimum of20% ofinitial development cost to Licensee.
6 DATABASE REFRESH ON NON-PRODUCTION SERVERS
Database refresh on test and backup systems requested by the Licensee are not part ofthe routine upgrade process, thus an additional maintenance fee wil l apply. The effort will be scoped based on the size ofthe database (usually 4 - 6 hrs for an Advanced system), at the then current fee for a Support Engineer as defined in Appendix C-2. For Advanced and Enterprise tier support, one database refresh during upgrade ofa production or test system, and one during production cut-over is included. 7 PRICING NOTES
System maintenance must be purchased for ALL ofthe Licensee's Management Systems (operational, backup and test) and the levels of coverage for a ll the Systems must be the same.

SMA support for any ofLicensee's systems is only available if the all ofthe applicable license fees have been paid (including any incremental backup and/or system Software License fees), the systern(s) installed and all of the Licensee's systems are w1der an active and paid SMA.

IfElster is responsible for Tier 1 support ofthird party WAN or MDM solutions, additional SMA fees will apply.

Exhibit C - System Maintenance Agreement 13 April 23, 2014 APPENDIX C-2
EA_MS Server System Maintenance Agreement
Professional Services Request Form
1 )o/~~~td;ft/Jx~:fJ~(f }/)t11r!:i:YMfl:ir./:;~~4.;~ff ;:~U,~\.¾':S:tJii~:t~t~:.:Hilif;(\\7W:10i1i~j{0:~y~!?i~}:~i;)\f)i.\~il:hiiii~?:i~~:Lr~~~;.;:;~):,:;,,,;:) Elster Solutions, LLC
208 S Rogers Lane
Raleigh, NC 27610
Work requested by customer:

Systems Support Manager
Fax: (919) 250 5439
(Attach additional page(s) if more space is required)
Rates: The rates quoted below apply to work initiated in calendar year 2014 and completed within one (1) year. Rates are for labor only and DO NOT include travel and living expenses. /pf9fessl1>11~l(~~r".!£e~ro,\~;/\:I:J:"~9-~ll,r,~f~'.},S~i;".•c~.D,e.scr1ptilln.',J~\/iY ,:. ,_:,::t/)tf.,·\''"2f;<:\'j\, ·.···/:·;;.!<:::,._'iil;;-i1&f?t\#it~\c·'::·'.;:'•··il Program Manager $220 Project Management Office for large scale and tum key projects, including projects involving multiple vendors
Project Manager $180
Business Process $250
Specialist
Integration Developer $180
IT architect $170
Field Service Engineer $170
Database Administrator $170
Support Engineer $160
Logistics Coordinator $145
Assemble the project team, develop and execute the project schedule, report weekly status, and acquire the appropriate resources necessary to resolve issues Technical expertise for business process analysis re-engineering and integration scoping for Enterprise AMI integration
Develop software to integrate Enterprise business applications Technical expertise to ensure that the network elements, metering end points and hardware interfaces of the AMI system deployed function as intended to meet the specified AMI system requirements and configuration of network to meet Licensee's Enterprise IT Requirements
Field installation coordination and field trouble shooting Assistance with database management, optimization and migration Assistance with maintenance services outside the scope
Coordination of equipment and material delivery logistics Test Engineer $140 Definition and execution of system acceptance test of Licensor approved system configuration
Unless otherwise stated herein, Service prices are based on normal business hours (8 a.m. to 5 p.m. Monday through Friday). "Time" is on-the-job plus travel time to and from the job site from the regularly assigned office location. "Time" starts and ends at the person's regularly assigned office location unless otherwise agreed upon prior to the start of work. Overtime, Saturday hours will be billed at one and one half ( 1 ½) times the hourly rate; Sunday will be billed at two (2) times the hourly rate and holiday hours recognized by Licensor will be billed at three (3) times the hourly rate. Minimum billable time per person will be four ( 4) hours.
\§t~~ii~r~l!~jt11~it~;f;f;1~·~;1:;i.~ib~·:/:::.'J:0l:Ji;.: .:\~)\ti=:/':;~~~~;"T~.r:A~j~i?r•~t~~ere~i~!#.!~~f!:_:1}k\:;;t;:;:/ff:·:f:?'·/1 Company:

Address:

City, State ZIP:

ATTN:

Telephone No.:

Printed Name --------------
--------------
-------------- Signature
Eitt~i- _Time 1:r~~~i~i~y~t~~;tiisk Na_m_e .·· : ... •' . •· ' ~ ;,"·.:·•
Date
All services and products delivered under this request are governed exclusively by Elster Solutions, LLC General Terms and Conditions.

Exhibit C - System Maintenance Agreement 14 April 23, 2014 APPENDIX C-3

SEVERITY OF CUSTOMER CASES AND RESOLUTION TIMES
When customers open a case in the Elster Suppott System (ESS) User Portal, they can specify a priority ofthe problem. This will guide the support team about the actions to take when the case is assigned to a support analyst. Priorities will determine the urgency with which a support engineer needs to strut investigating the problem.

SEVERITY 1 ISSUES
System is not functioning, unavailable, or unusable, or billing data is lost. Defects are critical in nature, do not allow the system to fully operate or impact data integrity, do not have workarounds and demand immediate action. Data integrity is defined as 10% or more of the actively communicating meters not read or processed. Examples include:
a) EA_MS hangs
b) Can't login to GUI
c) Billing schedule fails to run or meter read success rate is w1acceptable (below 90%), and WAN is properly functioning.
d) Integration application fails (if provided by Licensor) e) Database needs to be recovered from a backup copy (system fail over) In addition to opening a case, the customer shall rep01t Severity 1 issues via the Energy Axis suppo1t line (866-554-9007) using the customer specific PIN.
2 SEVERITY 2 ISSUES
Loss of some functionality (not included in Severity I) or partial loss of data. Defects do not stop system operation, do not preclude users from performing their tasks, and/or may partially impact data integrity (i .e. less than Severity 1). There may be a work around, but implementing the work around is unacceptably time consuming and will adversely affect Licensee's ability to conduct normal system production activities. Examples include:
a) Non-billing schedule is running with low performance b) GIS application does not work
c) Marriage File import fails
d) CIS import fails
e) Sudden change in number of orphaned nodes
f) Pa1tial data loss (Cannot read a EA_Gatekeeper or a meter - excluding WAN issues) g) Data is corrupt
h) Application has limited capability
Severity 2 cases shall be reported using the ESS User Portal. Additional telephone and/or email notification to Licensor Support is advisable but not required. 3 SEVERITY 3 ISSUES
Defects do not impact effective system operation, or have minimal effect on the system or licensee's business process. An appropriate workaround is available. Unless expressly agreed, defects will generally be resolved in Licensor's next maintenance release. Examples include:
a) Request missing marriage file
b) Explain feature functionality (like daily DR, HHF)
c) Request software upgrades
Exhibit C - System Maintenance Agreement 15 April 23, 2014 d) Request firmware upgrades
e) Request any other Elster Managed Services
Severity 3 cases shall be reported using the ESS User Portal 4 RESPONSE TIME/ RESOLUTION
The priority ofa case governs the expected response time for resolution. Resolution times are as follows:

4.1 Severity 1
a) Response time
Licensor will aclrnowledge the customer call repotiing such problems by phone or email within one hour of notification within contracted suppoti hours. If the problem is repotied outside of the contracted suppoti hours, Licensor will aclrnowledge the call the following business day.
b) Problem resolution
Licensor will make commercially reasonable best effotis to stati investigating the problem immediately after aclrnowledgement and attempts to fix the problem or provide a work around solutions as soon as reasonably possible.

4.2 Severity 2
a) Response time
Licensor will acknowledge such notice within six hours of notification within contracted support hours. If the problem is reported outside ofthe contracted suppoti hours, Licensor will aclrnowledge the call the following business day.
b) Problem resolution
Licensor will make commercially reasonable effort to stati investigation the problem within a business day ofaclrnowledgement, and will provide a solution in the form ofworkaround or documentation clarification, as soon as reasonably possible.

4.3 Severity 3
a) Response time
Licensor will acknowledge such notice within one business day. b) Problem resolution
Licensor will work on the case as time pern1its. Implementation ofthe solution may be in the form ofa workaround or documentation clarification. Generally, fixes for non-critical en-ors ai·e addressed in a future scheduled EA MS release.

Exhibit C - System Maintenance Agreement 16 April 23, 2014 APPENDIX C-4

SYSTEM MAINTENANCE FEES SUMMARY
This appendix summarizes the system maintenance fees derived from the system license fees in Appendix 8-4 of the System License Agreement at the time of the original purchase, and will be amended as necess8.J.y to reflect any changes to the License or maintenance configuration after the initial purchase.

EnergyAxls Premiere Li cense and Maintenance fee Calculation EnergyAxls System License Fees
Base System
EnergyAxis Premier
Additional Backup I Test System
Vlrtu allzation
Incremental AMI/AMR endpoint license fees (per 2,600 unit bundle) Axis Detect
Direct Wide Area Network (WAN) connection support
Third Party Meter Support
Water
Water Module Support (includes Sito License for Route Manager) Gas
Gas Module Support (Includes Site License for Route Manager) Dem and Respons e (DR) I Home Area Network (HAN)
Base License Fee: Home Area Network (HAN) Support
DR Element I Device Fee (1 - 500,000)
DR Element I Device Fee (600,000+)
Distribution Automation /DAl
Base License Fee: Distribution Automation (DA) Support
DA Element/ Device Foe (1 • 60,000l
DA Element/ Device Fee (60,000+)
Secure Tunnel Server Gateways (0 - 50)
Secure Tunnel Server Gateways (61 - 200)
Secure Tunnel Server Gateways (200+)
Custom SW Development/ Modules/ Interfaces I Stand Alone Route Manager
EA Inspector Manager
Subtotal - AMI Software License Fees (SLA)
Credit for pre l'iously paid licem;efees
Total - AMI Software License Fees (SLA)
EnergyAxis System Maintenance Fees
Base System
Standard Support: 9x6
Standard Support: 12x7
Standard Support: 24x7
Optional On-Call Emergency Support
Equipment Maintenance Fee: EA Inspector/ EA Installer Handheld Annual Increase Provision
Total - EnergyAxis System Maintenance (SMA)
Exhibit C - System Maintenance Agreement
Qty List Price
I $76,000.00
2 $27,000.00
1 $10,000.00
1 $6,600.00
$16,000.00
I $6,000.00
$5, 000.00
1 $1 0,000.00
$1 0,000.00
1 $10,000.00
$1.00
$0.75
I $1 0,000.00
$2.00
$1 .60
$25,000.00
$36,000.00
$60,000.00
1 $0.00
1 $0.00
Qty List Price
20% 1 $36,900.00
27% $48,466.00
34% $61 ,030.00
6% $8,976.00
6 $896.00
4% t $41,270.00
17 Total
$76,000.00
$64, 000.00
$10,000.00
$6,600.00
$0.00
$6,000.00
$0.00
$1 0,000.00
$0.00
$1 0,000.00
$0.00
$0.00
$10,000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$179,500.00
Total
$35, 900.00
$0.00
$0.00
$0.00
$5,370.00
$1,660.80
$42,920.80
Discount Price
$36,000.00
$1 6,000.00
$10,000.00
$906.00
$16,000.00
$6,000.00
$6, 000.00
$6, 000.00
$1 0,000.00
$6,000.00
$0.75
$0.76
$6,000.00
$1.60
$1. 60
$26,000.00
$36,000.00
$60,000.00
$1,100.00
$1,100.00
Ext Price
$36,000.00
$30 000,00
$10,000.00
$906.00
$0.00
$6,000.00
$0.00
$6,000.00
$0.00
$5,000.00
$0.00
$0.00
$6, 000.00
$0.00
$0.00
$0.00
$0.00
$0.00
$1,100.00
$1,100.00
$99,106.00
($99,106.00)
$0,00
April 23, 2014

AMENDMENT ONE TO THE SYSTEM MAINTENANCE AGREEMENT

BETWEEN ELSTER SOLUTIONS, LLC AND CITY OF SANTA CLARA
This AMENDMENT ONE (“Amendment One”) to that certain EnergyAxis SYSTEM MAINTENANCE AGREEMENT dated as of June 30, 2014 ("SMA" or “Agreement”) between ELSTER SOLUTIONS, LLC, a Honeywell company and a Delaware limited liability company, with offices at 208 S.

Rogers Lane, Raleigh, NC 27610, USA, ("Elster" or "Licensor") on the one hand; and CITY OF SANTA CLARA CALIFORNIA, a chartered California municipal corporation, with offices at 1500 Warburton Avenue, Santa Clara, CA 95050 (“City” or “Licensee”) on the other hand, is effective as of July 15, 2025 (“Effective Date”). Elster and City are sometimes individually referred to herein as “Party” and collectively as “Parties.”
WHEREAS, the Parties entered into a certain Master Agreement for EnergyAxis Management System (“Master Agreement”) which was executed on or around December 8, 2010 and amended on April 24, 2012 (Amendment No. 1), October 16, 2012 (Amendment No. 2), November 13, 2013 (Amendment No 3), and June 24, 2014 (Amendment Four);
WHEREAS, the Parties entered into the SMA and a certain Elster Software License Agreement (“SLA”) on December 7, 2010 and last amended on June 30, 2014, which last amended versions are attached hereto as Exhibit A to Amendment One (SMA) and Exhibit B to Amendment One (SLA) for reference, which the Parties now wish to amend;
WHEREAS, the Master Agreement terminated as of December 31, 2015 but, pursuant to their terms, both the SLA and the SMA survived said termination and remain in effect; WHEREAS, the City now desires to upgrade EnergyAxis Management System (also known as CONNEXO NETSENSE) to CONNEXO NETSENSE 12X, and Elster has agreed to such upgrade; and WHEREAS, the above system upgrade requires new System Maintenance Fees to be incorporated and for certain terms of the SMA to be updated.

NOW THEREFORE, in consideration of the foregoing recitals, the covenants and obligations set forth herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Appendix C-1 (Yearly System Maintenance Agreement Fees) of the SMA is deleted and replaced with the attached Appendix C-1 (Yearly System Maintenance Agreement Fees), which is hereby incorporated into the SMA.

2. Appendix C-2 (Professional Services Request Form) of the SMA is deleted.

3. Appendix C-4 (System Maintenance Fees Summary) of the SMA is hereby deleted and superseded by Appendix C-1 (Yearly System Maintenance Agreement Fees).

4. Appendix C-5 (Insurance Requirements) is hereby added to the SMA, attached hereto and incorporated herein by reference.

5. Section 3.6 (On-Site Support Services) of the SMA is deleted and replaced with the following:
“3.6. On-Site Support Services
Prior to furnishing on-site support (On-Site Services), the Licensee must present the Licensor with a written request for on-site support services, and the terms and nature of the services to be provided must be defined in a written Scope of Work and authorized by the City by issuing a purchase order. Any purchase orders referencing this Agreement shall be incorporated into the Agreement by reference. For purposes of this Agreement, "On Site Support" shall occur when:
a) Licensor is requested by Licensee to arrive at a Licensee location to provide support and/or consultation services;
b) Licensor is contacted outside of contracted support hours and must, following written approval from the Licensee, travel to another location (including Licensor's site) to complete the required services; and c) Licensor is contacted during normal contracted support hours and must, following written approval from the Licensee, travel to a separate location to complete the required services.

Any travel to Licensee's site requires prior approval of Licensor management. Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related per diem shall not exceed the rates outlined by United States General Services Administration (GSA). https://www.gsa.gov/travel-resources. Airfare or rental car, where applicable shall be at economy rates.

Any On-Site Support provided at the request or approval of Licensee shall be billed in accordance with the approved scope of work and purchase order.

Licensor shall provide and maintain in full force and effect, at no cost to the City, insurance policies as set forth in Appendix C-5.

6. Section 3.7 (Other Available Services) of the SMA is deleted and replaced with the following:
“3.7. Other Available Services
The following services are not provided under this System Maintenance Agreement but are available for an additional fee (Additional Services). The Licensee must present the Licensor with a written request for other available services, and the terms and nature of the services to be provided must be defined in a written Scope of Work and authorized by the City by issuing a purchase order. Any purchase orders referencing this Agreement shall be incorporated into the Agreement by reference. a) Distribution or maintenance of Program Modules not listed in Appendix B-1 of the System License Agreement.
b) Interpretation of Program results.
c) Supply of typical or representative data.
d) Assistance with computer hardware and peripheral questions not related to Program use.
e) Data debugging and/or correcting.
f) Services necessitated as a result of any cause other than ordinary and proper use of the Program by Licensee, including but not limited to neglect, abuse, unauthorized maintenance, or electrical, fire, water, or other damage. g) Services resulting from the failure of Licensee to provide a suitable environment for the Program or associated equipment.
h) Services relating to problems caused by modifications in any version of the Program not made or authorized by Licensor.
i) Services resulting from the combination of the Program with other programming or equipment, and to the extent such combination has not been approved in writing by Licensor.
j) Optional system retraining
Any Additional Services provided pursuant to a purchase order shall be billed in accordance with the approved scope of work and purchase order.

7. Section 4 (FEES) of the SMA is deleted and replaced with the following:
“4. SYSTEM MAINTENANCE FEES

4.1 Fees: Upon the effective date of Amendment One, Licensor shall invoice the annual System Maintenance Fees in accordance with Appendix C-1. Such fees shall be prorated for the period ending December 31 and Licensor shall credit Licensee for any fees already paid for the same period. Thereafter, the annual System Maintenance Fees will be invoiced in October of each year, with payment for the next year’s System Maintenance Fees due no later than December 31 of the current year.

4.2 Fees for modules licensed separately by Licensee, fees for onsite support services, and fees for any other additional services shall be subject to the process in Section 3.6 and

3.7 or a separate agreement between the Parties.

4.3 Except as specifically set forth in this System Maintenance Agreement, all invoices are due net thirty (30) days from the date of invoice. Licensor will assess a late payment charge on any amount which remains unpaid after the due date, computed at the rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law on the unpaid amount for each month that such amount remains unpaid. This late payment charge shall be in addition to any other remedies Licensor may have at law or in equity. All System Maintenance Fees are in US dollars.”

8. Section 10 of the SMA (CONFIDENTIALITY) is deleted and replace with the following:
“10.1 Each Party (the "Receiving Party") shall maintain in strict confidence any and all proprietary and confidential information about the business, operations or customers of the other Party or any of their affiliates which it acquires in any form from the other Party (the "Disclosing Party"), any other information disclosed by the Disclosing Party and identified by Disclosing Party as confidential ("Confidential Information") except that pricing information shall not be deemed Confidential Information. The Receiving Party will not disclose such Confidential Information with any third parties without the Disclosing Party’s prior written consent. The Receiving Party further agrees to use its best efforts and to take all reasonable precautions to maintain strict confidentiality with respect to the Confidential Information and to prevent disclosure thereof to persons other than its employees, accountants, affiliates, attorneys, bankers, consultants, insurance advisors and carriers, and agents who need access to such information to carry out a Party's obligations under this Agreement, and the Receiving Party shall be liable for the compliance by such third parties with the confidentiality obligations hereof.

10.2 The Receiving Party shall not use, or permit the use of, the Confidential Information for any purpose other than performing this Agreement and exercising the rights granted under this Agreement. The Receiving Party acknowledges that the rights of the Disclosing Party in the Confidential Information are unique, and accordingly the Disclosing Party shall, in addition to such other remedies as may be available to it at law or in equity, have the right to enforce its rights hereunder by an action for injunctive relief and specific performance to the full extent permitted by law. Upon termination of this Agreement and the written request of the Disclosing Party, the Receiving Party shall return or destroy all copies of all Confidential Information to the Disclosing Party.

To the extent it would be unreasonably costly or cumbersome, neither Party shall be required to delete intangible copies of Confidential Information that are made as part of such Party's routine systems back-up procedures.

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

10.4 Notwithstanding the foregoing, Licensor shall be entitled to disclose to a third-party licensor of any Third Party Software (a) the fact of this Agreement (including the identity of Licensee) and (b) audit results with respect to Licensee's compliance with the Third Party Software terms of this Agreement. The provisions of this Article shall survive any termination of this Agreement or of any license granted hereunder.

10.5 Data Rights: Licensee retains all rights (including without limitation intellectual property rights) that Licensee already holds in data and other information that Licensee or persons acting on Licensee´s behalf input, upload, transfer or make accessible in relation to, or which is collected from Licensee or third-party devices or equipment as a result of, the System Maintenance (“Input Data”). Any personal data of Licensee contained within Input Data shall only be used or processed in accordance with the data privacy terms of this Agreement and applicable law. All information, analysis, insights, inventions and algorithms derived from Input Data by Licensor and/or its Affiliates (but excluding Input Data itself) and any intellectual property rights related thereto, are owned exclusively and solely by Licensor and are Licensor´s Confidential Information.

This section survives termination of this Agreement. Notwithstanding anything to the contrary herein, Input Data shall be deemed not to include Licensee’s name, nicknames, logos, colors, artwork, trademarks, trade names, service marks, trade dress, and/or other identifying features and/or any of Licensee’s Confidential Information. Licensor and its Affiliates may also use Input Data for any other purpose provided it is in an anonymized form that does not identify Licensee. Any personal data of Licensee contained within Input Data shall only be used or processed in accordance with the data privacy terms of this Agreement and applicable law. All information, analysis, insights, inventions and algorithms derived from Input Data by Licensor and/or its Affiliates (but excluding Input Data itself) and any intellectual property rights related thereto, are owned exclusively and solely by Licensor and are Licensor´s Confidential Information.

This section survives termination of this Agreement.”

9. Section 13 of the SMA is hereby amended by replacing the contact information contained therein with the following:

If to City:

City of Santa Clara, California
Attn: City Manager
1500 Warburton Avenue
Santa Clara, California 95050
[email protected] with
copy to [email protected]
If to Elster:

Elster Solutions, LLC
Attn: Dionne Hamilton
General Counsel, Smart Energy & Thermal
Solutions
2101 City West Blvd. Houston, TX 77042

10. Section 18 (SANCTIONS LAWS) is added to the SMA to read as follows:
“As applicable, each party is responsible for compliance with all import, export, and re-export control laws and regulations and will mutually cooperate as reasonably needed. Relating to the entry into and performance pursuant to this Agreement, Licensee will comply with all sanctions laws, including regulations administered by the United States of America, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). Licensee will not sell, export, re-export, divert, use or otherwise transfer, any Licensor products, technology, software, or proprietary information: (i) to or for any Sanctioned Persons or Sanctioned Jurisdictions; or (ii) for purposes prohibited by any Sanctions Laws. Licensee agrees that Licensor may take any and all actions relating to this transaction or Agreement that are required to ensure full compliance with all Sanctions Laws without Licensor incurring any liability. For the purpose of this paragraph, “ Sanctioned Persons” are defined as any individual or entity: (1) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”), and the sanctions lists under any other Sanctions Laws; (2) organized under the laws of, ordinarily a resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC (“Sanctioned Jurisdictions”); and/or (3) owned or controlled, directly or indirectly, 50% or more in the aggregate by one or more of any of the foregoing.”

11. Section 19 (ADDITIONAL PROVISIONS) is added to the SMA to read as follows:

19.1 If for any reason this SMA should lapse, the Licensee may reinstate lapsed support and maintenance upon payment of 150% of the support and maintenance fees in arrears, and all costs invoiced by Licensor on a time and materials basis for updating Connexo NetSense Buyer’s Program to the then-current version.

19.2 Licensee may request a change in Support Level in writing no later than October 1st of the then-current year. Licensor will approve or reject the request in writing no later than December 1st. If approved, Licensor will invoice Licensee for the new level of support, payable by December 31st of the then current year, and all approved changes will be effective as of January 1st of the next calendar year.

All remaining terms of the Agreement (including without limitation its appendices/attachments attached thereto), as may have been previously amended, are unchanged and shall remain in full force and effect. In the event of any conflict between this Amendment One and the rest of the Agreement, this Amendment One shall prevail.

Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement (and shall be interpreted according to any such definition).

IN WITNESS WHEREOF, the Parties intending to be legally bound have authorized their representatives to execute this Amendment One on the date(s) indicated below.

CITY OF SANTA CLARA
By: ______________________
Name: JŌVAN D. GROGAN
Title: City Manager
Date: _______________

ELSTER SOLUTIONS, LLC
By: ______________________
Name: HAMED HEYHAT
Title: V.P and General Manager, SETS Americas
Date: _______________
Approved as to Form
By: ______________________
Name: GLEN R. GOOGINS
Title: City Attorney
Date: _______________
APPENDIX C-1

YEARLY SYSTEM MAINTENANCE AGREEMENT FEES
JULY 15, 2025
1 SYSTEM MAINTENANCE STRUCTURE:

The System Maintenance Fees (as provided for in Exhibit A) is structured based on the level of support desired by Licensee, the total system size and optional services purchased by Licensee. The table below describes the structure for annual System Maintenance Fees applicable to the EnergyAxis Management System. “License List Fees” (as used in the table below) includes total licenses for all applicable programs, system, modules, endpoints, interfaces and custom integrations purchased by Licensee. As provided for in the table below, the percent used to calculate such System Maintenance Fees is determined by the desired support level. The pricing in Exhibit A (SMA) is based on the language in this section (including without limitation the table below).

Support Level Support Fees
Optional Emergency On-call
Support
9 × 5 20% of License List Fees per
annum
Additional 5% of License List Fees per
annum, and per call fee of $1000 for first
hour and $500/hr. for each subsequent
hour or part thereof. 12 × 7
27% of License List Fees per
annum
24 × 7 34% of License List Fees per
annum

1. A support level of 12 × 7 or 24 × 7 is mandatory for Licensees with over 200,000 It is recommended that customers with DA support have 24 X 7 support level. 2 ANNUAL INCREASE PROVISION:

For the calendar year after December 31, 2023, annual System Maintenance Fees applicable to the EnergyAxis Management System may be increased (based upon the annual System Maintenance Fees applicable to the EnergyAxis Management System for the immediately prior calendar year) by Licensor by the greater of four percent (4%) or, when comparing the most recent year’s data, the annual percentage change in the U.S. Department of Labor Consumer Price Index (CPI-U) for All Urban Consumers, All Items, U.S. City Average (as published at https://www.bls.gov/cpi/); provided, however, that (a) any such percentage increase will be applied to the amount equal to the amount of the annual System Maintenance Fees applicable to the EnergyAxis Management System for the immediately prior calendar year minus the amount(s) of any such prior increase(s) and (b) Licensor shall provide written notice of any such increase to Licensee at least ninety (90) days prior to the start of such calendar year.

APPENDIX C-5

INSURANCE REQUIREMENTS
Prior to commencing any of the services required under this Agreement, the Licensor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 each occurrence
$1,000,000 general aggregate
$1,000,000 products/completed operations aggregate
$1,000,000 personal injury

2. Exact structure and layering of the coverage shall be left to the discretion of Licensor; 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.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01, with minimum policy limits of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with the following limits: at least one million dollars ($1,000,000) policy limit Illness/Injury by disease, and one million dollars ($1,000,000) for each Accident/Bodily Injury.

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

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

1. 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 Licensor’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 Licensor 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 another party may possess, including any self-insurance or self-insured retention they may have. Any other insurance another party may possess shall be considered excess insurance only and shall not be called upon to contribute with Licensor’s insurance.

3. Cancellation. Licensor will provide adequate notice if policy cancellation, modification or non-renewal occurs.

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 D of this Exhibit C, above.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Licensor and Licensee agree as follows:

1. Licensor agrees to ensure that its subcontractors, who are brought onto or involved in the performance of the Services by Licensor, provide the same minimum insurance coverage required of Licensor. Licensor 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.

Licensor 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. Licensor 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 Licensor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements.

There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

F. EVIDENCE OF COVERAGE
Prior to commencement of any services under this Agreement, Licensor, 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. Licensor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

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

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-453 Agenda Date: 8/19/2025

REPORT TO COUNCIL

SUBJECT
Action on the Historic Preservation Agreement (Mills Act Contract) (PLN24-00465) for 1435 Lexington Street

COUNCIL PILLAR
Promote and Enhance Economic Housing and Transportation Development

REQUEST
The current property owners, Robert Andre Hesse and Yuen Yung Tiffany Ng, request a Historical Preservation Agreement (Mills Act Contract) (File No. PLN24-00465) for their property located at 1435 Lexington Street, Santa Clara. The purpose of the Mills Act Contract is to allow the property owner of a historic home to make improvements while getting property tax relief as an incentive. A final action is required by City Council prior to execution of a signed contract.

BACKGROUND
Enacted in 1972, the California Mills Act legislation grants participating local governments the authority to enter into contracts with owners of qualified historic properties who actively participate in the restoration and maintenance of their historic properties while receiving property tax relief. Santa Clara participates in the Mills Act Program. A requirement of the Mills Act Contract is that the building must be a qualified structure, listed on either a local, State, or National register. The property is currently listed on the City’s Historic Resource Inventory (HRI) for age and the architectural integrity of the residential structure.

The proposed Mills Act Contract (Attachment 2) and supporting documents were presented to the Historical and Landmarks Commission (HLC) at a public hearing on February 6, 2025, with the previous property owners in attendance. The HLC recommended (four ayes, two absent and one recused) that the City Council approve the Mills Act Contract and adopt the Ten-Year Restoration and Maintenance Plan for 1435 Lexington Street. The staff report and minutes for the February 6, 2025, HLC meeting are attached for reference (Attachment 3 and 4).

For Mills Act Contract requests, the HLC makes a recommendation to the City Council for their final determination. Approved contracts are executed between the City and the property owner and recorded with the County for a minimum ten-year term. Contracts are automatically renewed each year and are transferred to new owners when the property is sold.

DISCUSSION
The subject property is a one and a half-story single-family Queen Anne cottage style residence at 1435 Lexington Street. The structure is rectangular in form and clad in wood siding. The wood-frame building has a cross gabled hipped roof with dormers clad in asphalt shingles. Alterations were done City of Santa Clara Page 1 of 3 Printed on 8/14/2025
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in 2006 and 2013 to remodel the basement, main floor, attic space, and to remove a non-historical rear addition.

An updated State of California Department of Parks and Recreation (DPR) form in the Secretary of Interior Standards for the Treatment of Historic Properties evaluation was prepared by Brad Brewster of Brewster Historical Preservation on September 12, 2024, on behalf of the applicants. The proposed project has been determined to be a historically significant resource as indicated through the DPR form evaluating the significance of the structure. The evaluation of the historical and architectural qualities of the property supports the conclusion that the property remains eligible for listing in the Historic Resources Inventory.

The draft Mills Act Contract is attached to this report along with the ten-year preservation plan (Plan) and associated exhibits. Some of the notable work that would be performed under this Plan include interior remodel, repair and replacement of exterior windows, termite fumigation, adding heating, ventilation and air conditioning, interior paint, and landscape work.

The Mills Act program allows a qualified property owner to receive a potential property tax reduction and use that savings to assist in offsetting the costs to rehabilitate, restore, and maintain their property. To qualify for this program, the property and/or building must be listed on either a local, State, or National register. The property must also have a plan to restore and rehabilitate the property.

The HLC in their recommendation to the City Council found that the work proposed in the 10-Year Restoration and Maintenance Plan adheres to the Secretary of the Interior’s Standards for Rehabilitation. The proposed improvements and the owner’s 10-year preservation plan support the preservation, protection, and maintenance of a locally designated significant structure.

Pursuant to Council policy, only ten Mills Act Contracts can be approved during a calendar year. This request is the first Mills Act Contract on track for Council approval this year.

ENVIRONMENTAL REVIEW
A Mills Act Contract is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15331 of the CEQA Guidelines (Historical Resource Restoration / Rehabilitation). This exemption consists of projects limited to maintenance, repair, stabilization, rehabilitation, restoration, preservation, conservation, or reconstruction of historical resources in a manner consistent with the Secretary of the Interior Standards. Entering into the contract will result in the restoration and rehabilitation of the 1892 structure consistent with the Secretary of the Interior Standards.

FISCAL IMPACT
The amount of the property tax reduction depends upon the property, location, size, and comparable properties in the area. Currently, the assessed value of the property is approximately $2,310,000 (06/30/2024 information) and the annual property tax is approximately $26,969. (2024/25 value) (Source: Santa Clara County Assessor’s Office). The City receives approximately 10% of the base property tax. The Mills Act Contract tax reduction is based on an income capitalization method (ICM) calculation based on the average monthly rent, average maintenance costs, and an amortization schedule to arrive at a reduced appraisal value resulting in lower property taxes. The anticipated tax reduction would be 20% to 70% based on the County’s evaluation of the property’s age, condition, and local market value factors in accordance with the formula set by state law. Based on the latest City of Santa Clara Page 2 of 3 Printed on 8/14/2025
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information available, the estimated annual fiscal impact to the City for this individual Mills Act Contract would be a decrease of property tax revenue in the range of $539 to $1,888. The actual future fiscal impact may be greater due to the reassessment of property value by the County upon transfer of ownership.

As the current Council policy allows up to ten Mills Act Contracts to be approved each year, the cumulative economic impact for multiple Mills Act contract does not significantly reduce the overall property tax income for the City.

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

PUBLIC CONTACT
No public notices are required for this item. 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. Determine that the project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15331(Class 31 - Historical Resource Restoration/Rehabilitation); and

2. Authorize the City Manager to execute a Mills Act Contract in a final form approved by the City Attorney and adopt the 10-Year Restoration and Maintenance Plan associated with the property at 1435 Lexington Street.

Prepared by Alex Tellez, Assistant Planner, Community Development Department Reviewed by: Afshan Hamid, Director, Community Development Department Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Statement of Justification

2. Draft Mills Act Contract and Exhibits

3. Historical and Landmarks Commission Staff Report - February 6, 2025

4. Historical and Landmarks Commission Minutes - February 6, 2025 City of Santa Clara Page 3 of 3 Printed on 8/14/2025
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1435 Lexington St., Santa Clara, CA 95050
September 12, 2024
Historical & Landmarks Commission
City of Santa Clara
Re: Statement of Justification for 1435 Lexington St.

We began our journey of purchasing our first home in early 2020. Having grown up in the Bay Area, I knew the South Bay would be a convenient location for commuting to our jobs, so we set out to find a modest home with a yard big enough to entertain our two dogs. We eventually purchased a charming home in Northside San Jose that not only met the “dog requirement” but also had a certain presence as a craftsman style home that sat above street level. The exterior of the home gave it so much character, but, over the years, prior owners had removed most of the original features in the interior.

When we realized we’d outgrown our first home, we began the search for our next home. My wife has always loved historic homes and, having realized with our first home that this was something we both appreciated, one of the main features we were looking for was a home with character. We were also looking for a home surrounded by a close community; somewhere we could see ourselves living for at least the next decade and potentially raising a family.

When we saw the listing for 1435 Lexington, we fell in love immediately. The running joke (which is actually true) is that we submitted our offer before both of us were even able to see the house in person; only my wife was able to make the open house. That was enough and the rest, as they say, was history.

We loved the large bay windows, the carved and gingerbread trim, and the presence the home has from the street. We understand that most of the interior has been altered from the original given that the house was in a dilapidated state when the prior owner bought the home, but we appreciate the period details like the high ceilings, beautiful fireplace, ceiling medallions and crown molding. We also value the fact that the house is in a historic neighborhood surrounded by other beautifully restored and maintained homes.

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RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:

Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:

Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE]

CITY and OWNERS may be referred to herein individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
A. Recitals.
(1) California Government Code Section 50280, et seq. authorizes the CITY to enter into a contract with the OWNERS of qualified Historical Property to provide for the use, maintenance, and restoration of such Historical Property so as to retain its characteristics as property of historical significance.
(2) OWNERS possesses fee title in and to that certain real property, together with associated structures and improvements thereon, shown on the 2025 Santa Clara County Property Tax Rolls as Assessors' Parcel Number 269-26-023, and generally located at the street address 1435 Lexington Street, in the City of Santa Clara ("Historic Property"). A legal description of the Historic Property is attached hereto as "Legal Description," marked as "Exhibit "A," and incorporated herein by reference.
(3) The Historic Property is on the City of Santa Clara Architecturally or Historically Significant Properties list. OWNERS submitted a Mills Act Proposal to City on September 24, 2024. The Proposal included a Primary Record from the State of California’s Department of Parks and Recreation. A true and correct copy of the Proposal is attached to this Agreement as “Exhibit B”.
(4) CITY and OWNERS, for their mutual benefit, now desire to enter into this Agreement both to protect and preserve the characteristics of historical significance of the Historic Property and to qualify the Historic Property for an assessment of valuation pursuant to Section 439.2 of the California Revenue and Taxation Code.

Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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B. Agreement.

NOW, THEREFORE, CITY and OWNERS, in consideration of the mutual covenants and conditions set forth herein, do hereby agree as follows:
(1) Effective Date and Term of Agreement. The term of this Agreement shall commence on the effective date of this Agreement and shall remain in effect for a term of ten (10) years thereafter. Each year upon the anniversary of the effective date, such term will automatically be extended as provided in paragraph 2, below.
(2) Renewal.
(a) Each year on the anniversary of the effective date of this Agreement, ("renewal date"), one (1) year shall automatically be added to the term of this Agreement unless notice of nonrenewal is mailed as provided herein.
(b) If either the OWNERS or CITY desires in any year not to renew the Agreement, OWNERS or CITY shall serve written notice of nonrenewal of the Agreement. Unless such notice is served by OWNERS to CITY at least ninety (90) days prior to the annual renewal date, or served by CITY to OWNERS at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the balance of the remaining term of the Agreement as provided herein.
(c) OWNERS may make a written protest of a nonrenewal notice issued by CITY. CITY may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to OWNERS of nonrenewal. If either CITY or OWNERS serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, from either original execution date or the last renewal date of the Agreement, whichever is applicable.
(3) Standards for Historical Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements, and restrictions:
(a) OWNERS shall preserve and maintain the characteristics of historical significance of the Historic Property. "The Secretary of the Interior's Standards for Rehabilitation," marked as “Exhibit A” to this agreement, and incorporated herein by this reference, contains a list of those minimum standards and conditions for maintenance, use, and preservation of the Historic Property, which shall apply to such property throughout the term of this Agreement.
(b) OWNERS shall, when necessary or as determined by the Director of Planning and Inspection, restore and rehabilitate the property to conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, the United States Secretary of the Interior Standards for Rehabilitation and the California Historical Building Code and in accordance with the attached schedule of potential home improvements, drafted by the OWNERS and approved by the City Council, attached hereto as "The Description of the Preservation and Restoration Efforts," marked as “Exhibit B” to this agreement, and incorporated herein by this reference.

Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024
Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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(c) OWNERS shall allow, and CITY requires, that after five (5) years, and every five (5) years thereafter, an inspection of the property’s interior and exterior shall be conducted by a party appointed by CITY, to determine OWNERS’ continued compliance with the terms of this Agreement. OWNERS acknowledge that the required inspections of the interior and exterior of the property were conducted prior to the effective date of this Agreement. (4) Provision for Information.
(a) OWNERS hereby agree to furnish CITY with any and all information requested by the CITY to determine compliance with the terms and provisions of this Agreement. (b) It shall be the duty of the OWNERS to keep and preserve, for the term of the Agreement, all records as may be necessary to determine the eligibility of the property involved, and the OWNERS compliance with the terms and provisions of this Agreement, including, but not limited to blueprints, permits, historical and/or architectural review approvals, and schedules of potential home improvements drafted by the OWNERS and approved by the City Council.
(5) Cancellation.
(a) CITY, following a duly noticed public hearing as set forth in California Government Code Section 50280, et seq., shall cancel this Agreement or bring an action in court to enforce this Agreement if it determines any one of the following:
(i) the OWNERS breached any of the terms or conditions of this Agreement; or
(ii) the OWNERS have allowed the property to deteriorate to the point that it no longer meets standards for a qualified historic property. (b) CITY may also cancel this Agreement if it determines that:
(i) the OWNERS have allowed the property to deteriorate to the point that it no longer meets building standards of the City Code and the codes it incorporates by reference, including, but not limited to, the Uniform Housing Code, the California Historical Building Code, the California Fire Code, and the Uniform Code for the Abatement of Dangerous Buildings or; (ii) the OWNERS have not complied with any other local, State, or federal laws and regulations.
(iii) the OWNERS have failed to restore or rehabilitate the property in the manner specified in subparagraph 3(b) of this Agreement. (c) In the event of cancellation, OWNERS shall pay those cancellation fees set forth in California Government Code Section 50280, et seq. As an alternative to cancellation, OWNERS may bring an action in court to enforce the Agreement. (6) No Waiver of Breach.
(a) No waiver by CITY of any breach under this Agreement shall be deemed to be a waiver of any other subsequent breach. CITY does not waive any claim of breach by Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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OWNERS if CITY does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for under the terms of this Agreement or in the City's laws and regulations are available to the City.
(7) Mediation.
(a) Any controversies between OWNERS and CITY regarding the construction or application of this Agreement, and claim arising out of this contract or its breach, shall be submitted to mediation upon the written request of one party after the service of that request on the other party.
(b) If a dispute arises under this contract, either party may demand mediation by filing a written demand with the other party.
(c) The parties may agree on one mediator. If they cannot agree on one mediator, there shall be three: one named in writing by each of the parties within five days after demand for mediation is given, and a third chosen by the two appointed. Should either party refuse or neglect to join in the appointment of the mediator(s) or to furnish the mediator(s) with any papers or information demanded, the mediator(s) may proceed ex parte. (d) A hearing on the matter to be arbitrated shall take place before the mediator(s) in the city of Santa Clara, County of Santa Clara, State of California, at the time and place selected by the mediator(s). The mediator(s) shall select the time and place promptly and shall give party written notice of the time and place at least fifteen (15) days before the date selected. At the hearing, any relevant evidence may be presented by either party, and the formal rules of evidence applicable to judicial proceedings shall not govern. Evidence may be admitted or excluded in the sole discretion of the mediator(s). The mediator(s) shall hear and determine the matter and shall execute and acknowledge the award in writing and cause a copy of the writing to be delivered to each of the parties.
(e) The submission of a dispute to the mediator(s) and the rendering of a decision by the mediator(s) shall be a condition precedent to any right of legal action on the dispute.

A judgment confirming the award may be given by any Superior Court having jurisdiction, or that Court may vacate, modify, or correct the award in accordance with the prevailing provisions of the California Mediation Act.
(f) Each party shall bear their own cost(s) of mediation. (8) Binding Effect of Agreement.
(a) The OWNERS hereby subjects the Historic Property described in Exhibit "A" hereto to the covenants, reservations, and restrictions as set forth in this Agreement. CITY and OWNERS hereby declare their specific intent that the covenants, reservations, and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the OWNERS successors and assigns in title or interest to the Historic Property. Each and every contract, deed, or other instrument hereinafter executed, covering, encumbering, or conveying the Historic Property, or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the covenants, reservations, and restrictions expressed in this Agreement, regardless of whether such covenants, reservations, and restrictions are set forth in such contract, deed, or other instrument.

Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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(b) CITY and OWNERS hereby declare their understanding and intent that the burden of the covenants, reservations, and restrictions set forth herein touch and concern the land in that OWNERS’ legal interest in the Historic Property. (c) CITY and OWNERS hereby further declare their understanding and intent that the benefit of such covenants, reservations, and restrictions touch and concern the land by enhancing and maintaining the historic characteristics and significance of the Historic Property for the benefit of the CITY, public (which includes, but is not limited to the benefit to the public street generally located at 1756 Fremont Street), and OWNERS.
(9) Notice.
(a) Any notice required to be given by the terms of this Agreement shall be provided at the address of the respective parties as specified below or at any other address as may be later specified by the parties hereto.

CITY: City of Santa Clara
Attn: City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050
OWNERS: Robert Andre Hesse & Yuen Yung Tiffany Ng
1435 Lexington Street
Santa Clara, CA 95050
(b) Prior to entering a contract for sale of the Historic Property, OWNERS shall give thirty (30) days notice to the CITY and it shall be provided at the address of the respective parties as specified above or at any other address as may be later specified by the parties hereto. (10) No Partnership or Joint Enterprise Created. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns; nor shall such terms, provisions, or conditions cause them to be considered joint ventures or members of any joint enterprise. (11) Hold Harmless and Indemnification. To the extent permitted by law, OWNERS agree to protect, defend, hold harmless and indemnify CITY, its City Council, commissions, officers, agents, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising there from for which OWNERS shall become legally liable arising from OWNERS’ acts, errors, or omissions with respect to or in any way connected with this Agreement.
(12) Attorneys' Fees. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to costs and other relief ordered by the court.
(13) Restrictive Covenants Binding. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all persons acquiring any part or portion of the Historic Property, whether by operation of law or in any manner pursuant to this Agreement.
(14) Mills Act Historic Property Contract Application Requirements. An application for a Mills Act Historic Property Contract shall be made through the Planning Division and shall include the following:
a. a Historic Resources Inventory form;
b. the description of the preservation or restoration efforts to be undertaken as referenced in paragraph 3 (b) as Exhibit "B";
c. a statement of justification for the Mills Act Historic Property designation and reassessment; and,
d. the Mills Act Historic Property Contract filing fee pursuant to paragraph 17. (15) Mills Act Historic Property Contract Approval. Based upon the Historical and Landmarks Commission's ("Commission") review of the Mills Act Historic Property Contract criteria and recommendation to Council, and based upon the recommendation and approval by Council, a Mills Act Historic Property Contract may be entered into with OWNERS. The decision of the City Council shall be final and conclusive in the matter. (16) Recordation and Notice. No later than twenty (20) days after the parties execute and enter into this Agreement, the CITY shall cause this Agreement to be recorded in the office of the County Recorder of the County of Santa Clara.
(17) Fees. The Planning Department may collect such Mills Act Historic Property Contract application fee of $8,735.80 (eight thousand, seven hundred, and thirty-five dollars and eighty cents), or other fees for the administration of this contract as are authorized from time to time by the City Council. Such fees do not exceed the reasonable cost of providing the service for which these fees are charged. OWNERS shall pay the County Recorder's Office recordation fees for recordation of this Mills Act Historic Property Contract and the recordation of the OWNERS updated Historic Resources Inventory form.
(18) Ordinary Maintenance. Nothing in this contract shall be construed to prevent the ordinary maintenance or repair of any exterior architectural feature in or on any Historic Property covered by this contract that does not involve a change in design, material, or external appearance thereof, nor does this contract prevent the construction, reconstruction, alteration, restoration, demolition, or removal of any such external architectural feature when the Director of Planning and Inspection determines that such action is required for the public safety due to an unsafe or dangerous condition which cannot be rectified through the use of the California Historical Building Code and when such architectural feature can be replaced according to the Secretary of Interior's Standards.
(19) California Historical Building Code. The California Historical Building Code ("CHBC") provides alternative building regulations for the rehabilitation, preservation, restoration, or relocation of structures designated as Historic Properties. The CITY's building Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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permit procedure shall be utilized for any Historic Property which is subject to the provisions of this Agreement, except as otherwise provided in this Agreement or the CHBC. Nothing in this Agreement shall be deemed to prevent any fire, building, health, or safety official from enforcing laws, ordinances, rules, regulations, and standards to protect the health, safety, welfare, and property of the OWNERS or occupants of the Historic Property or the public. (20) Conservation Easements.
(a) Conservation easements on the facades of the Historical Property may be acquired by the CITY, or on the CITY's behalf, by a nonprofit group designated by the CITY through purchase, donation, or condemnation pursuant to California Civil Code Section 815. (b) The OWNERS, occupant, or other person in actual charge of the Historical Property shall keep in good repair all of the exterior portions of the Historic Property, and all interior portions thereof whose maintenance is necessary to prevent deterioration and decay of any exterior architectural feature.
(c) It shall be the duty of the Director of Planning and Building Inspection to enforce this section.
(21) Severability. If any section, sentence, clause, or phrase of this Agreement is, for any reason, held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, or by subsequent preemptive legislation, such decision shall not affect the validity and enforceability of the remaining provisions or portions of this Agreement. CITY and OWNERS hereby declare that they would have adopted this Agreement, and each section, sentence, clause, or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases may be declared invalid or unconstitutional. (22) Integrated Agreement - Totality of Agreement. This Agreement embodies the agreement between CITY and OWNERS and its terms and conditions. No other understanding, agreements, or conversations, or otherwise, with any officer, agent, or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon CITY. (23) Captions. The captions of the various sections, paragraphs and subparagraphs are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
(24) Statutes and Law Governing Contract. This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. (25) Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto.

Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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IN WITNESS WHEREOF, CITY and OWNERS have executed this Agreement on the day and year first written above.

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

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”
Robert Andre Hesse & Yuen Yung Tiffany Ng
Owners of 1435 Lexington Street
By: _____________________________
Robert Andre Hesse & Yuen Yung Tiffany Ng
1435 Lexington Street
Santa Clara, CA 95050
“OWNERS”
Exhibits:

A – Standards for Rehabilitation
B – Restoration Schedule
Secretary of Interior's Standards for Rehabilitation

1. A property will be used as it was historically or be given a new use that requires minimal change to its distinctive materials, features, spaces, and spatial relationships.

2. The historic character of a property will be retained and preserved. The removal of distinctive materials or alteration offeatures, spaces, and spatial relationships that characterize a property will '
be avoided.

3. Each property will be recognized as a physical record of its time, place, and use. Changes that create a false sense of historical development, such as adding conjectural features or elements from other historic properties, will not be undertaken.

4. Changes to a property that have acquired historic significance in their own right will be retained and preserved.

5. Distinctive materials, features, finishes, and construction techniques or examples of craftsmanship that characterize a property will be preserved.

6. Deteriorated historic features will be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature will match the old in design, color, texture, and, where possible, materials. Replacement of missing features will be substantiated by documentary and physical evidence.

7. Chemical or physical treatments, if appropriate, will be undertaken using the gentlest means possible. Treatments that cause damage to historic materials will not be used.

8. Archeological resources will be protected and preserved in place. If such resources must be disturbed, mitigation measures will be undertaken.

9. New additions, exterior alterations, or related new construction will not destroy historic materials, features, and spatial relationships that characterize the property. The new work will be differentiated from the old and will be compatible with the historic materials, features, size, scale and proportion, and massing to protect the integrity of the property and its environment.

10. New additions and adjacent or related new construction will be undertaken in such a manner that, if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired.
10 YEAR PLAN
1435 Lexington St., Santa Clara, CA 95050
Given the extensive restoration projects that were recently completed, the subject property does not require significant alterations and already possesses the historical qualities that represent the “Old Quad.” We plan to maintain the property so that it continues to embody the “look and feel” of the neighborhood and anticipate performing the following maintenance projects:

YEAR
RANGE
ITEM Description Estimated Cost
2025
TO
2027
Strip paint from front
door; restore/refinish
front door.

The front door is made of solid
wood. Restore the front door (i.e.,
remove paint) and stain the
original wood grain to accentuate
the door’s features.
$2,000
Exterior lighting
enhancements.

The backyard and front yard lack
lighting around high traffic areas.

We would also like to replace the
front porch light from an aesthetic
perspective. Install lighting
fixtures to illuminate and enhance
the home, walkways, and other
landscaping details to highlight
the architectural and design
features of the property.
$3,000
Enhance front and
back yard
landscaping; put
down sod for
backyard lawn.

Install drought-tolerant sod
throughout the backyard. Plant
environmentally-friendly flowers,
shrubbery, and other plants
throughout both yards. Repair
drip system for both yards as
water conservation measure.
$17,000
Inspect for
pests/termites; repair
any dry rot and other
significant
deficiencies.

Engage property inspector to
survey property for termites and
other pests. Remediate significant
issues identified in the inspection
report requiring immediate
attention.

TBD
2028
TO
2030
Repair pulley systems
on first floor windows.

Several street-facing windows on
the first floor have frayed ropes
for the pulley system that
opens/closes the windows.

Replace ropes to repair pulley
system for applicable windows.
$10,000
Repaint the exterior of
house.

The home was painted 5+ years
ago and certain areas of the
exterior panelling already show
signs of deterioration. Repaint the
panels, trim pieces, and other
architectural features (such as the
spindlework, decorative block
frieze, etc.) to make these features
more vibrant and to improve the
durability of the home’s exterior.
$18,000
Install AC unit. Summers in the Bay Area are
becoming increasingly hotter and
with longer periods of extremely
high temperatures. Install central
AC throughout home to maintain
indoor temperature in an
energy-efficient manner.
$10,000
2031
TO
2033
Driveway
improvements.

The driveway is currently
composed of small pieces of
underlying granite rock and a top
layer of gold fines. The
layer-by-layer composition of the
driveway has eroded through the
years and its messiness is a
distraction from the overall “look
and feel” of the home. Improve
driveway to make it a more
well-defined, “cleaner” feature
and more conducive for water
drainage and a (i.e., pavement,
cement, pavers, etc.).
$15,000
Improvements to
backyard wood deck.

The wood deck is a central feature
of the backyard, but the paint is
showing signs of wear and tear.
$3,000
The contemplated improvements
include repainting the wood deck
to compliment the exterior paint,
closing off the area underneath
the porch to prevent rodents and
other animals from being a
nuisance, and adding another
ingress/egress point on the deck.

Remove second floor
carpeting; install
wood flooring.

The second floor of the property
currently has carpeting installed
in the master bedroom, office, and
guest bedroom. However, the
flooring on the entirety of the first
floor (kitchen, guest bedroom,
office, living room, dining room)
is already wood. Remove all
carpeting on second floor and
install wood flooring as a way to
increase congruity of features
across first and second floors.
$15,000
2034
TO
2035
Replace/repair
roofing.

The current shingle roofing will
likely be needing repair during
these years. Replace/repair
current roof with new shingles
that will compliment exterior paint
and improve heat circulation
throughout home.
$22,000
Inspect for
pests/termites; repair
any dry rot and other
significant
deficiencies.

Engage property inspector to
survey property for termites and
other pests. Remediate significant
issues identified in the inspection
report requiring immediate
attention.

TBD
Interior and exterior
improvements to
garage.

The garage is currently unfinished
and used primarily for outdoor
storage space. Improve garage
by turning it into a functioning
workspace for hobbies and
entertainment. This includes
installing drywall and insulation,
$30,000
renovating garage bathroom, and
adding flooring.

We also expect to perform regular maintenance projects as needs arise, including:
● Repairs to plumbing/electrical systems;
● Landscaping front yard and backyard;
● Gutter cleaning and repairs; and
● HVAC cleaning and repairs.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1235 Agenda Date: 2/6/2025

REPORT TO HISTORICAL AND LANDMARKS COMMISSION

SUBJECT
Consideration of a Historical Preservation Agreement (Mills Act Contract) (PLN24-00465) for 1435 Lexington Street.

BACKGROUND
Property owners, Jonathan J. Ye and Jessica E. Chung, request a Historical Preservation Agreement (Mills Act Contract) (File No. PLN24-00465) for the property located at 1435 Lexington Street.

Enacted in 1972, the California Mills Act legislation grants participating local governments the authority to enter into contracts with owners of qualified historic properties who actively participate in the restoration and maintenance of their historic properties while receiving property tax relief. Santa Clara participates in the Mills Act Program. A requirement of the Mills Act Contract is that the building must be a qualified structure, listed on either a local, State, or National register. The property is currently listed on the City’s Historic Resource Inventory (HRI) for age and the architectural integrity of the residential structure.

The subject property is a 7,920 square-foot lot located on the northwest side of Lexington Street between Madison Street and Jefferson Street. The residence was constructed in 1892 in the Queen Anne cottage style. The existing residence is a 3,357 square-foot, one and half-story house with four bedrooms and four bathrooms. The property has a detached two car- garage that was permitted and constructed in 1955. The property was altered in 2006 and 2013, with the interior remodeling of the basement, main floor, and attic space and the removal of a non-historical rear addition. The property has not been altered since the filing of the 2024 California Department of Parks and Recreation (DPR) forms.

The property owners submitted the requisite application, including a historic survey (DPR523A Form), a DPR523B Form, a Statement of Justification for the request, and a 10-Year Restoration and Maintenance Plan for evaluation of the proposed workplan to restore, rehabilitate, and maintain the property.

For Mills Act Contract requests, the Historical and Landmarks Commission (HLC) makes a recommendation to the City Council for their final determination. Approved contracts are executed between the City and the property owner and recorded with the County for a minimum ten-year term.

Contracts are automatically renewed each year and are transferred to new owners when the property is sold.

DISCUSSION
A Department of Parks and Recreation (DPR) 523A Form was prepared by Brad Brewster of Brewster Historic Preservation on September 12, 2024, and the form assessed the historical significance of the property based on City (Santa Clara), State (California) and National Register City of Santa Clara Page 1 of 2 Printed on 1/30/2025
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24-1235 Agenda Date: 2/6/2025
criteria. The evaluator found the structure at 1435 Lexington to be in overall excellent condition with high degree of architectural integrity except for minor alterations to the rear façade. The evaluator concluded that the property continues to retain enough of its historic character and appearance to be recognizable as a historic resource and to convey the reason for its significance as a Historically Significant Property on the City’s HRI.

The property owners submitted a Statement of Justification and 10-Year Plan for restoration and maintenance of the property. The Plan includes exterior restoration of wood siding, painting, exterior lighting enhancements, and roofing repair. The property owners will obtain Significant Property Alteration permits for the work described in the Plan as required by the Historic Preservation Ordinance (Zoning Code Chapter 18.130).

Staff finds that the work proposed in the 10-Year Restoration and Maintenance Plan adheres to the Secretary of Interior’s Standards for Rehabilitation. The proposed improvements, and the owner’s statement of justification, support the preservation, protection, and maintenance of a locally designated significant structure.

ENVIRONMENTAL REVIEW
The Mills Act Program is exempt from CEQA environmental review requirements per CEQA Section 15061(b)(3). The activity is covered by the general rule that CEQA applies only to projects which have potential for causing a significant effect on the environment where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

PUBLIC CONTACT
There is no requirement that Mills Act Contracts are publicly noticed.

RECOMMENDATION
Staff recommends that the Historical and Landmarks Commission find that the Mills Act Application and associated 10-Year Plan for restoration and maintenance accomplish the intent of preserving and maintaining the historical significance of the property; and therefore, recommend City Council approve of the City entering into a Mills Act Contract with the property owner, and the adoption of a 10-Year Restoration and Maintenance Plan associated with the Historical Preservation Agreement for the property located at 1435 Lexington Street.

Prepared by: Alex Tellez, Assistant Planner
Reviewed by: Rebecca Bustos, Principal Planner
Approved by: Lesley Xavier, Planning Manager

ATTACHMENTS

1. Legal Property Description

2. Historic Survey (DPR 523A Form)

3. Secretary of Interior Standards for Rehabilitation

4. Statement of Justification

5. 10-Year Restoration and Maintenance Plan

6. Draft Historic Property Preservation Agreement (Mills Act Contract) City of Santa Clara Page 2 of 2 Printed on 1/30/2025
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LEGAL PROPERTY DESCRIPTION
Beginning at a point on the Northerly line of Lexington Street, distant thereon 60 feet Westerly from the point of intersection of the Northerly line of Lexington Street with the Westerly line of Madison Street; thence running Westerly and along the Northerly line of Lexington Street, 66 feet; thence running Northerly and parallel with the Westerly line of Madison Street, 120.50 feet; thence running Easterly and parallel with the Northerly line of Lexington Street 66 feet; thence Southerly and parallel with the Westerly line of Madison Street 120.50 feet to the point of beginning and being a portion of Lot 3 in Block 2 South, Range 5 West of the City of Santa Clara, according to the official map thereof of record in the Office of the County Recorder of the County of Santa Clara, State of California in Book “B” of Maps, Page 103.

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P1. Other Identifier: ____
DPR 523A (9/2013) *Required information
State of California The Resources Agency Primary #
DEPARTMENT OF PARKS AND RECREATION HRI #
PRIMARY RECORD Trinomial
NRHP Status Code
Other Listings
Review Code Reviewer Date
*P2. Location:  Not for Publication  Unrestricted
*a. County Santa Clara and (P2c, P2e, and P2b or P2d. Attach a Location Map as necessary.) *b. USGS 7.5' Quad San Jose West Date 2015 photo revised T 7S ; R 1W ; unsectioned; Mt.

Diablo B.M.
c. Address 1435 Lexington Street City Santa Clara Zip 95050 d. UTM: (Give more than one for large and/or linear resources) Zone , mE/ mN e. Other Locational Data: (e.g., parcel #, directions to resource, elevation, decimal degrees, etc., as appropriate) Assessor’s Parcel Number; 269-26-023
North side of Lexington Street between Madison and Jefferson Streets *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries)
Located on the north side of Lexington Street, between Madison and Jefferson Streets in the historic “Old Quad” neighborhood of Santa Clara, the subject property at 1435 Lexington Street is a 1 ½-story, single family residence with a generally rectangular plan, a cross-gabled hipped roof with dormers clad in asphalt shingles, and is constructed of wood framing over a concrete perimeter foundation. (See Continuation Sheet, page 3)

*P3b. Resource Attributes: (List attributes and codes) HP2 – Single Family Property *P4. Resources Present:  Building
 Structure  Object  Site  District
 Element of District  Other
P5b. Description of Photo: (view, date,
accession #) Front façade view
north, 8/15/2024
*P6. Date Constructed/Age and
Source:  Historic  Prehistoric
 Both
1892 per Assessor’s Records
and Sanborn Maps
*P7. Owner and Address:

Jonathan J. Ye and Jessica
E. Chung
1435 Lexington Street
Santa Clara, CA 95050
*P8. Recorded by: (Name, affiliation,
and address) Brad Brewster,
Brewster Historic
Preservation, 143 Pierce
Street, San Francisco, CA
94117
*P9. Date Recorded: 9/12/2024

*P10. Survey Type: (Describe)
Intensive
*P11. Report Citation: (Cite survey report and other sources, or enter "none.") None _
*Attachments: NONE Location Map Continuation Sheet Building, Structure, and Object Record Archaeological Record District Record Linear Feature Record Milling Station Record Rock Art Record Artifact Record Photograph Record  Other (List):

P5a. Photograph or Drawing (Photograph required for buildings, structures, and objects.) *Resource Name or # (Assigned by recorder) 1435 Lexington Street *NRHP Status Code N/A

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BUILDING, STRUCTURE, AND OBJECT RECORD
(This space reserved for official comments.)
(Sketch Map with north arrow required.)
B1. Historic Name: None B2.

Common Name: None B3.

Original Use: Single-family residential B4. Present Use: Same *B5. Architectural Style: Queen Anne Cottage
*B6. Construction History: (Construction date, alterations, and date of alterations) The residence was constructed in 1892 with alterations in between 2006 and 2013, which remodeled the interiors of the basement level, main floor, and attic space, removed a later non-historic rear addition and rebuilt the rear porch, reconstructed a sunporch on the east side, added two dormers on the west and north sides of the roof, and retained and preserved the majority of the front elevation details with the exception of some window replacements. *B7. Moved? No Yes Unknown Date: Original Location: *B8. Rela Two-car garage at rear of property, built 1955 and remodeled 2013 B9a. Architect: Unknown b. Builder: Unknown
*B10. Significance: Theme Architecture Area Santa Clara Old Quad Period of Significance 1892 - 1941 Property Type Residential Applicable Criteria None (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity.)
The parcel located at 1435 Lexington Street is a portion of a larger parcel that had originally been identified as Block 1 North, Range V West, of the original survey of the City of Santa Clara, completed in July l866 by J.J. Bowen and recorded on August 22 of that same year. This is the survey that forms the basis for the part of Santa Clara known as the “Old Quad.” At that time the eastern half of the block including the area that was to become the subject property was owned by “J.R.L.” and was undeveloped. Santa Clara County deed books identify that a portion of the subject block that was to become the subject lot was property changed hands many times in the following years, and was owned consecutively by Jacob Allen (physician) and his wife, Abigail Allen, George M. Schuck (professor of music at University of the Pacific), and Zenus Sykes (farm laborer). (See Continuation Sheet, Page 16) B11. Additional Resource Attributes: (List attributes and codes) HP2- Single-Family Property *B12. References:

See References on Continuation Sheet Page 27
B13. Remarks:
*B14. Evaluator: Brad Brewster
*Date of Evaluation: September 12, 2024
age of *Resource Name or # (Assigned by recorder)
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Continued from P3a. Description, on Page 1
Built in 1892, the house was designed in the Queen Anne cottage style of architecture, which was a popular style of residential architecture in the United States between 1880 and 1910. See discussion of the Queen Anne cottage style, below.

This house has a prominent front-facing gable on its southern elevation which is slightly curved or ‘belled’ at the bottom, and whose front and sides meet in a perfect seam. A similar gable projects from the east side. The roof pitch varies from high to medium and the roof on this residence has a high roof pitch. Composition shingles sheathe the various roof planes. The roof planes are further distinguished by molded cornices, gable returns, and moderately projecting boxed eaves. Photos of all elevations are provided in Figure 1 through 11 on the following pages.

The building sits on a raised basement about 4 feet high, elevating the first-floor living space of the house. This first-floor living space is delineated from the basement below through the use of a horizontal water table which runs around the periphery of the house. The house is clad in wide horizontal wood siding both above and below the water table. Under the cornice lies a fascia board trimmed with molding that also wraps around the periphery of the house. Vertical corner boards finish the wall ends. Both the front and side gable faces are sheathed with octagon shingles. A full-height angled bay projects from the front (south) facade and from the side (east) elevation of the house. The front angled bay features carved corner brackets and pendants set into either angled side of the bay. Projecting over a window set in an angled wall that connects the walls of the front facade and west side-elevation is a feature attached under the fascia, which consists of a spindlework frieze and a drop pendant and carved brackets, identical to brackets and pendants found over the cut-away windows found on the front angled bay.

Also located on the front (south) elevation is a front porch rectangular in plan and elevated about 4 feet from the ground level. lt has a low hipped roof, which is supported by turned posts with carved brackets. One full turned post is set at each open end of the porch and a partial turned post is located where the roof projects from the house walls. The porch is ornamented with a decorative block frieze, located between the posts and above the carved brackets on its front and (west) sides. Wood frame stairs with wood railings and turned newel posts reach the front porch from the front yard below. The stairs are centered on the front door, which consists of an original wood framed, four-panel solid wood door with a single inset pane of glass and original brass hardware. A fixed, single-pane transom window is located directly above the front door.
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The windows found on the front bay on the main floor of the front (south) elevation are wood frame with double-hung sashes and one-over-one lites on the side angled bays, with a wood frame fixed sash single-lite window with a smaller fixed transom at the center of the bay. The angled side bay windows have original wavy glass panes, while central windows appears to have clear replacement glazing.

Figure 1. Primary, south-facing (front) elevation.
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Figure 2. South (front) and partial east (side) elevations Figure 3. Partial south (front) and west (side) elevations 5 age of *Resource Name or # (Assigned by recorder)
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Figures 4 and 5. Partial west (side) elevations showing lower unit entry roof detail (on left)
Figure 6. North (rear) elevation and partial west (side) elevation 6 age of *Resource Name or # (Assigned by recorder)
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Figure 6. North (rear) elevation
Figure 7. East (side) elevation
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Figures 8 and 9. Detail views on east (side) elevations showing gable end fenestration and side entry
Figure 10. Two-car garage in northwest corner of subject lot looking northwest
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Figure 11. View of rear yard with modern shed looking northeast Located on the east side of the front elevation is a wood frame fixed sash window with 4-over-4 lites that is a recent replacement unit installed as part of a recently reconstructed sun porch. A single wood framed window with an awning sash and a single pane of glass is located on the basement level of the front (south) elevation, centered directly beneath the primary window bay. Centered on the front-facing gable on the second floor is a small, arched, Palladian-style window with a wood frame casement sash flanked by louvered wood attic vents.

The west (side) elevation features a newer side entry to the basement-level apartment. The entry has a steeply-pitched gable roof clad in asphalt shingles supported by two square, wood columns which shelter brick steps with a brick landing that lead to the side door, which itself consists of a solid wood frame door with two-over-four lites. Other fenestration located on the basement level of this side elevation consist of four wood framed windows with an awning sashes and a single panes of glass; all of which are newer or replacement units. Located at the southwest corner of the main floor and set into an angled bay is a single wood frame window with double-hung sashes and one-over-one lites, with carved corner brackets and pendants set into either angled side of the bay, identical those found on the front window bay. This corner window appears to have original wavy glass. Three additional wood frame double-hung sash windows with one-over-one lites can be found on this 9 age of *Resource Name or # (Assigned by recorder)
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side elevation as well; all appear to be newer/replacements. Located within a gabled dormer on the second floor and is a wood framed casement window with one-over-one lites. The dormer and the window within it is a later installation.

The rear (north) elevation features a reconstructed former rear porch that is rectangular in plan, 1.5 stories in height, has a hipped roof clad in asphalt shingles, and horizontal wood siding matching the front and sides of the house. Fenestration on this rear elevation include three wood frame doublehung sash windows with one-over-one lites, and one solid wood paneled door; all are newer/replacements. The rear door leads out to a small wood frame deck with wood railings and wood stairs which provide direct access to the rear yard. Located within a hipped dormer on the second floor of this rear elevation is a wood framed casement window with one-over-one lites. This dormer, and the one on the east side elevation, are later installations.

The east (side) elevation features a prominent side-facing gable which is nearly identical in shape and materials as the one found on the front elevation, with a curved or ‘belled’ shape clad in octagon shingles and a circular ‘porthole’ window with an awning-style operation. Centered beneath the prominent gable is large, wood frame window with double-hung sashes and one-over-one lites, flanked by two smaller wood frame windows with doublehung sashes and fixed transoms above. Each transom window consist of fixed, textured glazing with a purple hue that are partially covered by decorative fan motifs rendered in carved wood. Other fenestration on this side elevation consist of a single wood frame fixed-sash window with four-over-four lites which are part of the reconstructed sunroom/side porch, a wood framed side door with two-over-four panes which provides access from the sunroom/side porch to the side yard, and a pair of wood frame double-hung windows with three-over-one lights. At the basement level are three wood framed windows with an awning sashes and a single panes of glass. All of the fenestration on this side elevation save for those found beneath the side gable are newer or replacement units. This east (side) elevation also contains a newer wood frame set of stairs, railing, and decking that provides access from the side door to the side yard below.

Located in the northeast corner of the property is a two-car garage with a square in plan and a shallow-angle front gable roof clad in asphalt shingles with enclosed eaves. Constructed of wood framing over a concrete slab foundation, the garage features horizontal wood siding and wood trim similar to that found on the house. Two wood frame sliding doors hang from metal tracks on the primary, south-facing elevation of the garage. A fixed, circular ‘porthole’ window is centered near the peak of the gable end of the garage. Other fenestration located on the east elevation of the garage consist of two vinyl frame double-hung windows with ‘snap-on’ grids and a 10 age of *Resource Name or # (Assigned by recorder)
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single vinyl frame pedestrian door; all of which appear to be newer/replacement units. The garage itself is
Decorative landscaping is primarily found on the front (south) side of the house, consisting of two ornamental Japanese maples and a series of rose bushes and other flowering shrubs set in a bed of redwood bark. A concrete path leads straight from a gate in the picket wood fence to the front steps.

This path intersects with a curvilinear concrete path that provides access to the east side yard. A low picket fence encloses the front yard and runs along the sidewalk parallel to Lexington Street. A redwood fence with a gate can be found on the east side of the yard. Other landscaping can be found along the east side yard, consisting of two mature fruit trees, rose bushes set in redwood bark along the east side redwood fence, and a concrete and flagstone patio. All of the front and east (side) yard landscape and hardscape materials appear to have been installed in the last year. The rear yard consists primarily of disturbed earth and weeds. A small, modern wood framed storage shed with a shed roof is located in the extreme northeast corner of the rear yard. The west side yard consists primarily of a graveled driveway with concrete curbs that lead to from the front sidewalk to the garage at the rear of the property. A newer redwood fence with a wide, vehicular doubledoor entry gate is attached to the west (side) elevation of the house and provides separation from the front and rear yards.

Visible Alterations
Visible alterations as well as those identified through building permit research are primarily restricted to the building’s fenestration rather than its plan or materials. Newer replacement windows include all basement-level awning sash windows, the wood frame four-over-four lite windows on the south and east corner of the building in the location of the reconstructed sunroom/side porch, two windows on the side (east) elevation, and all fenestration on the rear (north) elevation. The dormers on the west and north elevations of the roof are newer installations, as are the casement windows contained within them. The entry to the basement-level apartment on the west (side) elevation, including the gable roof, brick steps, and entry door, are all newer construction. The former rear porch has been enclosed reconstructed in the same form and dimensions as the original rear porch, and a newer rear deck and staircase is attached to the north elevation of the (former) rear porch. The two-car garage in the northwest corner of the lot is a later (1955) construction with more recent alterations to its siding, roofing, and fenestration.

Queen Anne Cottage Style of Architecture
According to Virginia McAlester’s Field Guide to American Houses (2013), the Queen Anne style (1880-1910), was a transitional style that linked the 11 age of *Resource Name or # (Assigned by recorder)
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preceding Stick (1860-1890) with the subsequent Colonial Revival, which supplanted it after about 1910. Larger two-and-three-story versions were simply referred to as ‘Queen Anne,’ while smaller one and one-and-a-halfstory houses were called ‘Queen Anne Cottages.’ The style owed its popularity to the public’s enthusiastic embrace and the pattern books and mail order house plans that allowed them to build a Queen Anne House. The style started in the east, where it was more restrained, then moved southward and westward, increasing its dominance with California having some of the most elaborate examples. The Queen Anne style uses wall surfaces as primary decorative elements. ln order to avoid plain flat walls this style used bays, towers, overhangs and wall projections and to avoid flat walt surfaces, differing wall textures were the hallmark of Queen Anne houses. These include the use of patterned shingles, spindlework, cutwork and Eastlake decorative detailing. One of the characteristics of the Queen Anne style's subtype is identified as "Hipped Roof With Lower Cross Gables” or cross-gabled hipped roof. The roof planes are further distinguished by molded cornices, gable returns, and moderately projecting boxed eaves.1
Neighborhood Description
The subject property is located in the ‘Old Quad’ neighborhood of central Santa Clara, consisting exclusively of one- and two-story, single-family residences built between approximately 1890 and 1938, and designed in a wide variety of architectural styles that were popular during that period. Seven of these residences, including the subject building, are listed on the Santa Clara Historic Resources Inventory (HRI), and four have Mills Act (MA) contracts on them. Figures 12 through 18 on the following pages show the residences on the north and south sides of Lexington Street between Madison and Jefferson Streets.
1 Virginia McAlester, Field Guide to American Houses, updated 2013. 12 age of *Resource Name or # (Assigned by recorder)
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Figure 12. 1409 Lexington Street immediately east of subject property. Queen Anne Cottage built 1895 (HRI and MA).

Figure 13. 1451 Lexington Street immediately west of subject property.

Craftsman style built c.1915 (HRI and MA).
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Figure 14. 1467 Lexington Street west of subject property. Queen Anne Cottage built 1900 (HRI).

Figure 15. 1491 Lexington Street. Gothic Revival/Italianate built 1880 (HRI and MA)
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Figure 16. 1464 Lexington Street (left), Vernacular Queen Anne style built 1900 (HRI and MA), and 1490 Lexington Street (right), Vernacular built c.1900 Figure 17. 1458 Lexington Street, (on left), Pioneer style built 1895 (HRI). 15 age of *Resource Name or # (Assigned by recorder)
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Figure 17. 1420 Lexington Street (left) Bungalow built c. 1938 (MA), and 1438 Lexington Street (right), Altered built 1920.

Figure 18. 1410 Lexington Street, Bungalow built 1937 (MA). 16 age of *Resource Name or # (Assigned by recorder)
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Continued from B10. Significance, on Page 2
The 1891 Sanborn Fire Insurance Company Map provides a snapshot of development on the subject block at that time (see Figure 19 on page 21). By this time, the subject block had been divided from two large parcels into six smaller parcels. The parcel upon which the subject building would be constructed near the southeast corner of the block remained undeveloped at this time, while only two dwellings existed near the center of the block on Lexington Street (1467 Lexington), and at the southwest corner of the block (1491 Lexington). A Baptist Church also on the northeast corner of the block, along with various outbuildings and sheds.

As shown on the December 1893 Map of the Town of Santa Clara, drawn by C. E.

Moore, the City Surveyor, the subject block had been subdivided from six into 12 parcels, including the subject parcel at 1435 Lexington Street (see Figure 20 on page 21). By this time the subject lot was owned by E. M. (Ella M.) Adams, who also owned the adjacent lot to the west. Her mother-in-law, Mrs.

R. (Ruth) A. Adams, owned the lot immediately west of that at 1451 Lexington Street.

Given the Assessor’s construction date of 1892, it appears that the subject property was built one year after the 1891 Sanborn map was published, and one year prior to when the 1893 Map of the Town of Santa Clara was published.

Ella M. (Kifer) Adams was born in California in 1869, married Asahel L. Adams (1862 – 1948) in 1891, and had two children, Irma and Lawrence, both of whom were born in California. Asahel Adams was born in Canada in 1862 and emigrated to the United States in 1886. The 1900 US census identified him as a carpenter, while his wife, Ella was ‘keeping house.’ Mrs. Ruth A. Adams, was born in 1833 in Canada, emigrated to the United States in 1890, and died in 1906. The 1900 US Census identified Asahel and Ella Adams and their two children, Irma and Lawrence, as residing at 1435 Lexington Street, while their mother/mother-in-law, Ruth A. Adams, along with four boarders, resided next door at 1451 Lexington.

In 1899, the subject property was transferred from Ella Adams to her husband, Asahel Adams.2 Given his trade as a carpenter, it is possible, but not conclusive, that Asahel Adams designed and built the subject property in 1892.3
2 “E.M Adams to A. L. Adams, Lot 2, Spear Estate,” Evening News, December 21, 1899. 3 A review of historic articles in the San Jose Mercury News and Evening News available at Newsbank.com identified “A.L. Adams’” involvement in about two dozen real estate transactions and building contracts in Santa Clara between approximately 1890 and 1916, including one cottage he built at the corner of Franklin and Jefferson 17 age of *Resource Name or # (Assigned by recorder)
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By 1901, the Adams family had moved two blocks away to 1417 Franklin Street and rented the subject property to two gentlemen, Thomas N. Austin (physician) and Sherman D. Mann, according to the 1901 Santa Clara directory.

The Adams family continued to own the subject property while renting it out through the early years of the 1900s. According to the 1910 US Census, another family was residing at the subject property; John M. Taylor (stickerman, lumber company), his wife, Ella Taylor, and their two teenage daughters.

In 1915 the subject property was sold to Fred McVay who was a cabinetmaker for the Pacific Manufacturing Company. A snapshot of the configuration of the subject lot and block during McVay’s tenure is shown in the 1915 Sanborn Fire Insurance Company Map (see Figure 21 on page 22). McVay resided in the property in 1915, after which he rented it to Nathaniel Anthony Wall in 1917 and 1918.

The property was sold in 1919 to Ida Coyle Kersell, who was the widow of Adam C. Kersell, a Canadian-born ‘orchardist’ who had died 6 years prior in 1913.

Adam Kersell’s older brother, James Kersell, and his wife Ida (Beattie) Kersell, had been living a block away at 1059 Madison Street since about 1900, and it appears likely that Ida and Adam Kersell had known about the subject property and may have wanted to move into a similar home near their brother/brother-in-law when one became available for sale. The Kersell couple had three daughters during their marriage, Leslie, Bernice, and Doris, all of whom were born in California. Ida Kersell worked as a public school teacher in Santa Clara for much of her adult life, and owned and occupied the subject property along with her daughters for the next several decades until her death in 1954. A snapshot of the configuration of the subject lot and block during Ida Kersell’s tenure in 1950 is shown in Figure 22, Sanborn Fire Insurance Company Map, on page 22. The maps in Figures 21 and 22 indicate that very little had changed on the subject block or lot between 1915 and 1950.

The subject property was sold in 1955 to Anthony (Tony) B. and Patricia Lima.

The Lima family lived on Butte Street in Santa Clara while renting out the property to James M. and Lucia Badgett between 1955 and 1956. Tony Lima was born in 1920 in Massachusetts to parents of Portuguese heritage. Both he and Patricia worked at Santa Clara University; he as a janitor and laundryman, and she as a records clerk. They had one daughter, Mary K. Lima, who was born in California in 1949. The family occupied the subject property from 1957 to streets built in 1909 (“Dr. George W. Fowler and family moved into a cottage recently erected by A.L. Adams on Franklin Street near Jefferson Street,” San Jose Mercury News, January 31, 1909). 18 age of *Resource Name or # (Assigned by recorder)
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1963. In 1955, a permit was granted from the City of Santa Clara to erect a two-car garage in the northwest corner of the property at a cost of $600.4 In 1964, the subject property was sold to two gentlemen, Joseph M Gagliardi (Vice President of Gagliardi Bros Corporation, an industrial development, real estate, insurance company) and Manuel. E. Parise (salesman for Gagliardi Bros.). These gentlemen lived elsewhere in Santa Clara while renting out the subject property to a variety of tenants over the next several years. Tenants at the subject property in the mid-1960s included Benjamin O. Ramirez, and Robert and Faye Samyoma; Robert Samoya was occupied as a construction worker.

In the late 1960s through the early 1970s, tenants who occupied the subject property included John and Pearl Hurtado; John worked as a machinist for FMC.

From the mid-1970s to the early 1980s, the property was occupied by Francis M. Payne, Max Kernaghan, and Charles A. Trujillo, whose occupations are unknown. Two electrical permits were pulled during this period, one in 1965 for a change in electrical service, and another in 1978 to install new electric outlets and switches.5 The subject property was unlisted in Santa Clara directories and therefore presumed unoccupied for about 5 years, from the mid-1980s to the early 1990s.

In 1991, the subject property was sold to Ramon C. and Antonia R. Lopez.

Ramon Lopez was born in Mexico in 1899, arrived in the United States in 1915, and married Antonia Robles in 1930. The couple had two children during their marriage; Roy and Mary Lopez, both of whom were born in California. Ramon initially worked as a farm hand in Santa Clara County, but was retired by the time he and Antonia purchased the subject property. Ramon Lopez died in 1992 at the age of 92, after which Antonia occupied the subject property with Francisco Trujillo until her death in 2005. Prior to the time of her death, however, the property had been transferred to the Ramon C. and Antonia R.

Lopez Trust (Roy Lopez and Mary J. [Lopez] Nieto, trustees).

The subject property was sold in 2006 to Joseph & Linh Stefan, who owned and occupied the residence along with their son, Vincent, for the next 17 years.

During their tenure, the Stefans made a number of physical alterations to the property between 2006 and 2013. In 2006, a permit was granted to remove interior plaster and fixtures. In 2007, a permit was granted to remodel the interior including demolition and construction of walls, reconfigure the closet, pantry, kitchen and bath, install a gas fireplace, and rewire the entire house, while reinforcing the ceiling and floor joists. And in 2008, a 4 City of Santa Clara Building Permit #BLD1955-9150, “Erect Garage, Group J, $600,” February 14, 1955. Available at the City of Santa Clara Permit Portal. This is the earliest permit available for the subject property. 5 City of Santa Clara Building Permit #BLD2006-11861, “Demo & Add (N) Walls, etc.,” December 26, 2006, #BLD2008-16012, “975 St Ft Residential Addition to Convert (E) Basement to (N) Habitable Space, etc.,” January 31, 2008, and #BLD2013, “835 Sq Ft Residential Addition to Convert Attic to (N) Office, Rec Room & Two Bedrooms, etc.,” July 1, 2013. Available at the City of Santa Clara Permitting Online Portal. 19 age of *Resource Name or # (Assigned by recorder)
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permit was granted to convert the basement to 975 square feet of habitable space including a family room, bath, and utilities. This is likely when the gable roof covering a revised basement-level entry was installed on the west elevation. Finally in 2013, a permit was granted to convert the attic into an office, recreation room, and two bedrooms. This permit also granted demolition and reconstruction of the deteriorated sun room on the west elevation in the same size and profile as the original, and installing new sliding double doors to the garage, as well as plumbing and electrical service to that building. 6 A review of building plans and associated permit information available for this latter remodeling effort also indicated that the following exterior changes were also made; the replacement of the Palladian-style window in the primary south (front) gable end where the window sash had been missing, construction of two new dormers on the roof; one on the west side and one on the north (rear) elevation, including reroofing the entire roof with asphalt shingles, the removal of a dilapidated and non-original rear addition and reconstruction/remodeling of the former rear porch, including new siding and installation of two new windows and a door on the rear elevation, and construction of the rear deck and stairs.7 In 2020, the lower level was rented as a separate residential unit to Jill Hirsch and Jake Fontaine, and in mid-2023, the landscaping on the front and sides of the property were installed, including a new gravel driveway on the west (side) of the property.8
In 2023, the subject property was sold to the current owner-occupants, Jonathan J. Ye and Jessica E Chung.
6 City of Santa Clara Building Permit #BLD1965-21644, “Change Service,” July 21, 1965, and #BLD1978-41378 “2 outlets, 2 switches, 20 receptacles, etc.” December 26, 1978. Available at the City of Santa Clara Permitting Online Portal.
7 Joseph, Linh, & Vincent Stefan, Project Scope Addendum: Sunroom & Attic Remodel, 1435 Lexington St, Parcel #269-26-023, May 5, 2013.
8 Building plans and associated information to the researcher by the current owners of the property that were included as part of the disclosure package for its sale in late 2023. 20 age of *Resource Name or # (Assigned by recorder)
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Figure 19. Sanborn Fire Insurance Company Map, 1891. Subject property highlighted.

Figure 20. C.E. Moore, Surveyor, Map of the Town of Santa Clara, 1893.

Subject property highlighted.
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Figure 21. Sanborn Fire Insurance Company Map, 1915. Subject property highlighted.

Figure 22. Sanborn Fire Insurance Company Map, 1950. Subject property highlighted.
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Historic Evaluation
In order to be considered historically or culturally significant, a property must satisfy certain requirements. It must be 50 years old or older (except in cases of exceptional significance); it must retain historic integrity; it must meet one or more of the National Register of Historic Places criteria for significance, and/or the California Register of Historic Resources criteria for significance, and/or the criteria for listing in a local historic resource inventory.

Age Requirement.

Constructed in 1892, the subject property at 1435 Lexington Street is over 50 years old and thus meets the age requirement.

Integrity Requirement.

Integrity refers to a property's ability to convey its significance.

Significance is conveyed by the retention of a resource's visual and physical characteristics and its surroundings. The National Register of Historic Places criteria recognize seven aspects to integrity. These are location, design, setting, materials, workmanship, feeling and association. To retain historic integrity, a property will always possess several and usually most of these aspects. Both the California Register of Historic Resources and the City of Santa Clara Criteria for Local Significance follow the National Register integrity criteria.

The subject property at 1435 Lexington Street has a high degree of architectural integrity which has only been slightly reduced by the changes which were made between 2006 and 2013, including the installation of two new roof dormers, the gable roof covering the west side basement-level entry, the reconstructed rear porch, and the reconstructed sunroom on the southwest corner of the building. Most of these changes are not visible or only minimally visible from the front façade of the building, and would be considered compatible alterations when they were completed. Overall, the most significant of the visual and character defining features of this Queen Anne cottage have been preserved and retained. The property retains its original location, and the property is well maintained. The historical use of the building is unchanged and it remains a single-family home, although now with a separate residential unit at the basement level. The subject property is located within a historic residential setting in the area of Santa Clara known as the "Old Quad," and the immediate streetscape of the block retains qualities that reflect the period in which the house was constructed. The subject property retains enough of its historic character and appearance to be recognizable as a historic property and to convey the reason for its significance (integrity).
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National Register of Historic Places Criteria
Research revealed no events associated with the subject property at 1435 Lexington Street which have made a significant contribution to the broad patterns of history or cultural heritage. It would therefore appear that the building would not be eligible for the National Register of Historic Places based on Criterion A (associated with events that have made a significant contribution to the broad patterns of our history). The building has had multiple owners and occupants over the 132 years of its existence, and none appear to be significant to the history of the region, Nation or State of California. It would therefore appear that the subject property at 1435 Lexington Street would not be eligible for the National Register based on Criterion B (associated with the lives of persons significant in our past).

Although slightly altered, all of the character-defining features of its original 1892 construction as a Queen Anne cottage architectural style remain, including its rectangular plan and hipped roof with lower cross gables; an angled front bay; its spindlework detailing including the octagon shingles used to sheathe the front and side gable faces; cut-away windows with carved corner brackets; a frieze consisting of Eastlake decorative blocks across the offset partial width front porch and the turned posts which support the porch roof. As such, the subject property at 1435 Lexington Street is considered to "embody the distinctive characteristics of a type, period, or method of construction" and "represent[s] a significant and distinguishable entity whose components may lack individual distinction." Therefore, it appears that the building may be eligible for the National Register of Historic Places under Criterion C.

California Register of Historic Resources Criteria
The Criteria for listing in the California Register of Historical Places are similar to, and consistent with, with those for listing in the National Register. However, they have been modified to better reflect the history of California at both a local and State level. Criterion 1 is the California Register equivalent of the National Register Criterion A (events), California Register Criterion 2 is the equivalent of National Register Criterion B (persons), and California Register Criterion 3 is the equivalent of National Register Criterion C (architecture). Similar to the evaluation for the National Register criteria described above, research revealed no historic events associated with the subject property, or associations with the lives of persons who substantially contributed to national, state, or local history. Persons who owned or occupied the subject property for the first 65 years of its existence came from a variety of backgrounds and held a wide variety of occupations, including a carpenter/builder, a physician, a cabinetmaker, a lumberman, and a public school teacher. Later owners and occupants in the last 65 years were also involved in a variety of occupations, such as sanitation and laundry, a clerk, a construction worker, 24 age of *Resource Name or # (Assigned by recorder)
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and a machinist, or were retirees. For these reasons, the subject property does not appear to be eligible for the California Register on a local level based on Criterion 1 and Criterion 2.

Criterion 3 addresses the distinctive characteristics of a type, period, region, or method of construction. The subject residence was originally constructed in 1892 as a Queen Anne cottage in the subtype identified as "Hipped Roof With Lower Cross Gables" and Decorative Detailing subtype identified as "Spindlework" of the Queen Anne architectural style. The Queen Anne architectural style, which became a dominant style in California, is associated with the period from the mid-1880s thru the first decade of 1900s.

The property is an excellent example of a "Queen Anne cottage" and is characterized by being a one-story home with a hipped roof with lower cross gables, front facing full-height angled bay, cut-away windows with carved brackets and pendants, spindlework detailing, partial-width front porch which project from the main body of the house and features a decorative blocks frieze and turned columns, a rectangular plan, horizontal wood cladding, and double-hung windows with wide flat trim. Although the property has been slightly altered, the most significant of the character-defining features of its original construction remain. Therefore, it the property appears to achieve the level of significance necessary to be individually eligible for the California Register under Criterion 3.

City of Santa Clara Criteria for Local Significance
City of Santa Clara adopted Criteria for Local Significance in 2004. Under these criteria, "any building, site, or property in the city that is 50 years old or older and meets certain criteria of architectural, cultural, historical, geographical or archaeological significance is potentially eligible to be a "Qualified Historic Resource."
Criteria for Historical or Cultural Significance:

To be historically or culturally significant a property must meet at least one of the following Criteria for Local Significance:

5. A building's direct association with broad patterns of local area history, including development and settlement patterns, early or important transportation routes or social, political, or economic trends and activities.

Built in 1892 in Santa Clara’s “Old Quad” neighborhood and on a residential block that primarily developed in the late 19th Century, the subject property at 1435 Lexington Street was also near the San Jose and Santa Clara Trolley line which ran along Franklin Street which provided easy access to residents whose employment was in Santa Clara's "downtown" 25 age of *Resource Name or # (Assigned by recorder)
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business district. For these reasons the building is directly associated with the broad patterns of local area history including development and settlement patterns, and along early transportation routes.

The subject property meets Criteria 5 for Historical or Cultural Significance of the City of Santa Clara Criteria for Local Significance. However, it does not meet Criteria 1 through 4 for Historical or Cultural Significance.

Criteria for Architectural Significance:

To-be architecturally significant a property must meet at least one of the following criteria:

1. The property characterizes an architectural style associated with a particular era and/or ethnic group
The Queen Anne architectural style was thought to be introduced to the Bay Area in 1883 when the issue of "California Architect and Building News" was published. This new style marked a strong departure from the vertical Italianate and Stick- style houses that had been constructed all over the region. The Queen Anne house is a mixture of asymmetrical shapes, volumes, and textures with a picturesque composition of merging rooflines, with distinctively decorative detailing that avoids flat, plain, walls.

Constructed in 1892 and trimmed with spindlework, cut-work, Eastlake decoration and windows with cut-away corners and pendants, the residence at 1435 Lexington Street is an excellent example of the small one-story Queen Anne dwelling, commonly called a Queen Anne cottage.

2. The property is identified with a particular architect, master builder, or craftsman.

The subject property at 1435 Lexington Street was designed and built in 1892 by an architect or builder that are unknown. Although possible, but not conclusive, the property may have been designed and built by Asahel L. Adams, the husband of the first owner of the house, Ella M. [Kifer] Adams. Adams was a carpenter/house builder by trade, and research revealed that “A.L. Adams” was involved in about two dozen real estate transactions and building contracts in Santa Clara between approximately 1890 and 1916, including one cottage he built at the corner of Franklin and Jefferson streets in 1909.

Adams would have been considered a relatively small-scale designer/builder in Santa Clara, rather than a well-known master builder or craftsman. For these reasons, the subject property is not known to be identified with a particular architect, master builder, or craftsman.

7. A building's notable or special attributes of an aesthetic or functional nature. These may include massing proportion, materials, details, fenestration, ornamentation, artwork or functional layout. 26 age of *Resource Name or # (Assigned by recorder)
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The Queen Anne architectural style used several devices to avoid a smooth wall appearance, including patterned shingles and elaborate ornamentation using variety of millwork made possible by the development of machine lathes.

The Queen Anne cottage at 1435 Lexington Street is a more elaborate example of this than most of Santa Clara's Queen Anne cottages, with its angled front bay with cut-away windows, the front and side gable walls that are slightly curved or ‘belled’ at the bottom, and other angled walls in the main body of the house. While most of the Queen Anne homes in Santa Clara applied fish scale shingles, this home displays the use of octagon shingles, which are more rarely found. It also displays a prodigious amount of spindlework, Eastlake, and cutwork ornamentation along with elaborate carved moldings which make this home a notable example of the style with special aesthetic attributes.

The subject property meets Criterion 1 and 7 for Architectural Significance of the City of Santa Clara Criteria for Local Significance. However, it does not meet Criteria for Architectural Significance 2, 3, 4, 5, or 6.

Criteria for Geographic Significance:

To be geographically significant a property must meet at least one of the following criteria:

No.1. A neighborhood, group or unique area directly associated with broad patterns of local area history.

The subject property is located in the area of the “Old Quad” that developed into a relatively well-to-do residential area in the late 19th Century primarily due to its close proximity to Santa Clara's "Downtown" and easy access to early transportation links such as the San Jose and Santa Clara Trolley line which ran down Franklin Street. For these reasons, the residence at 1435 Lexington Street is one of those residential properties that reflects the neighborhood's role in the broad patterns of Santa Clara's early development.

No. 2. A building's continuity and compatibility with adjacent buildings and/or visual contribution to a group of similar buildings.

Built in 1892 as a Queen Anne cottage, the subject property at 1435 Lexington Street remains as an excellent example of the 1 and 1 ½ storied Queen Anne architectural style homes built in this Santa Clara neighborhood in the late 19th Century and is important to the integrity of the historic area in which it is located. By the Turn of the 20th Century, other Queen Anne homes had been constructed on the subject property block, including the adjacent house to the east at 1409 Lexington Street, a house to the west at 1467 Lexington Street, and at least four houses on the 1000 Madison Street block, all of 27 age of *Resource Name or # (Assigned by recorder)
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which account for a continuity of the building styles in the surrounding neighborhood. Many of these homes on Lexington and Madison streets are on the City of Santa Clara’s list of Architecturally and/or Historically Significant Properties. The subject property is compatible with its adjacent buildings, as well as those across Lexington Street, which are all 1-, 1 ½,- and 2- story, single-family residences built between approximately 1890 and 1938, and designed in a variety of architectural styles that were popular during that period.

The subject property meets Criterion 1 and 2 for Geographic Significance, of the City of Santa Clara Criteria for Local Significance. However, it does not meet Criteria for Geographic Significance 3 or 4.

Criteria for Archaeological Significance:

Although an evaluation of archaeological significance is beyond the scope of this examination, research revealed no known or unknown prehistoric or historic archaeological resources in the vicinity of the subject property. As such, it would not be archaeologically significant under any of the five of the City of Santa Clara's Criteria for Archaeological Resources. However, should any prehistoric or historic archaeological resources be uncovered in the future, this would be subject to change.

Conclusions and Recommendations
The subject property at 1435 Lexington Street is currently on The City of Santa Clara Architecturally or Historically Significant Properties list. In this update to the Historic Resources Inventory for the City of Santa Clara, prepared on of the October 28, 1980, the property at 1435 Lexington Street is an excellent example of the Queen Anne cottage subtype of the Queen Anne architectural style and has undergone only minimal alteration since the time of its designation as a Historically Significant Property for the City of Santa Clara, thereby retaining sufficient integrity to qualify as a historic property. It continues to be eligible for listing on the City of Santa Clara Architecturally or Historically Significant Properties List.

References
City of Santa Clara Planning Department, City of Santa Clara Historic Resources Inventory, California Department of Parks and Recreation Primary Record Form, 1435 Lexington Street, October 28, 1980.

City of Santa Clara Building Department, Building Permit History, 1435 Lexington Street, Accessed on the Permitting Online Portal. 28 age of *Resource Name or # (Assigned by recorder)
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Lorie Garcia, Beyond Buildings, California Department of Parks and Recreation Primary Record Form, 1059 Madison Street, January, 2023.

Haines Criss-Cross Directories, City of Santa Clara, 1970 – 2017.

Polk and Husted City Directories, City of Santa Clara, 1890 - 1968.

Plat Map of Santa Clara, drawn by J.J. Bowen, 1866.

Map of the Town of Santa Clara, drawn by C. E. Moore, 1893.

Sanborn Fire Insurance Maps, 1891, 1915, and 1950.

Santa Clara County Assessor’s Records, APN# 269-26-023.

Virginia McAlester, Field Guide to American Houses, updated 2013.

US Census, Santa Clara Township, 1900, (Adams), 1910 (Taylor), 1920 (Kersell), 1930 (Kersell), 1940 (Kersell), and 1950 (Kersell). Accessed online at Ancestry.com
Newspaper Articles
“E.M. Adams to A. L. Adams, Lot 2, Spear Estate,” Evening News, December 21, 1899.
“Building News - A contract for building a cottage at the County Almshouse has been awarded to A.L. Adams,” Evening News, February 6, 1891. “Building News – A builder’s contract was filed today by the terms of which A.L. Adams is to build to J.B. Lamkin a cottage on the east side of Ninth, between William and Reed streets to cost $1,657,” Evening News, July 15, 1896.
“Died – ADAMS – In Santa Clara, March 31, 1906, Mrs. Ruth A. Adams, beloved mother of Mrs. R.H. Hooper, Belvedere, Cal., Mrs. D.R. Elliot, St. Paul, Minn, and A.L. Adams, of Santa Clara, a native of Canada, aged 72 years…” Mercury News, April 1, 1906.
“Dr. George W. Fowler and family moved into a cottage recently erected by A.L. Adams on Franklin Street near Jefferson Street,” Mercury News, January 31, 1909.
“New Buildings - A two story frame house will be erected in the near future for John Brennan at the corner of Fourth and William streets. A. L. Adams is the contractor and the contract price is $3300. Wolfe and McKenzie made the plans,” Evening News, November 15, 1902.
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“Died - In Santa Clara, March 31, 1906, Mrs. Ruth A. Adams, beloved mother of Mrs. R. H. Hooper, Belvedere, Cal., Mrs. D. R. Elliott, St. Paul, Minn, and A. L. Adams, of Santa Clara, a native of Canada, age 72…funeral from the residence of Mrs. J. A. Brooks, 766 Madison St…” Mercury News, April 1, 1906. “Licensed to Wed - Adam C. Kersell, a native of Canada, resident of San Felipe, aged 38, and Ida M. Coyle, a native of California, resident of San Jose, aged 23.” Mercury News, April 9, 1893.
“A. C. Kersell, Orchardist - Santa Clara, Jan. 1. - A. C. Kersell, who for 20 years was a prominent orchardist of Evergreen, this county, died at his home here tonight. A year ago he was stricken with paralysis, which was the direct cause of his death. He was a native of Canada, and had lived in California for 40 years.” San Francisco Call, January 2, 1913. “Rites Set Today for A.L. Adams,” Mercury News, September 27, 1948. 30 Secretary of Interior's Standards for Rehabilitation

1. A property will be used as it was historically or be given a new use that requires minimal change to its distinctive materials, features, spaces, and spatial relationships.

4. Changes to a property that have acquired historic significance in their own right will be retained and preserved.

5. Distinctive materials, features, finishes, and construction techniques or examples of craftsmanship that characterize a property will be preserved.

7. Chemical or physical treatments, if appropriate, will be undertaken using the gentlest means possible. Treatments that cause damage to historic materials will not be used.

8. Archeological resources will be protected and preserved in place. If such resources must be disturbed, mitigation measures will be undertaken.

In the coming years, we intend to continue beautifying and upgrading our new home and making it our own. Moreover, we understand that, when we moved into 1435 Lexington and the Old Quad, we didn’t just move into our future home; we became members of a community and neighborhood, the characteristics of which can’t be maintained by one person or household alone. It takes a conscious effort from all stakeholders to do so, and submitting our application for a Mills Act Contract is our signal of our intent to do our part.
10 YEAR PLAN
1435 Lexington St., Santa Clara, CA 95050
Given the extensive restoration projects that were recently completed, the subject property does not require significant alterations and already possesses the historical qualities that represent the “Old Quad.” We plan to maintain the property so that it continues to embody the “look and feel” of the neighborhood and anticipate performing the following maintenance projects:

YEAR
RANGE
ITEM Description Estimated Cost
2025
TO
2027
Strip paint from front
door; restore/refinish
front door.

The front door is made of solid
wood. Restore the front door (i.e.,
remove paint) and stain the
original wood grain to accentuate
the door’s features.
$2,000
Exterior lighting
enhancements.

The backyard and front yard lack
lighting around high traffic areas.

Engage property inspector to
survey property for termites and
other pests. Remediate significant
issues identified in the inspection
report requiring immediate
attention.

TBD
2028
TO
2030
Repair pulley systems
on first floor windows.

Several street-facing windows on
the first floor have frayed ropes
for the pulley system that
opens/closes the windows.

Replace ropes to repair pulley
system for applicable windows.
$10,000
Repaint the exterior of
house.

Remove second floor
carpeting; install
wood flooring.

Engage property inspector to
survey property for termites and
other pests. Remediate significant
issues identified in the inspection
report requiring immediate
attention.

TBD
Interior and exterior
improvements to
garage.

Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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RECORD WITHOUT FEE
PURSUANT TO GOV'T CODE SECTION 6103
Recording Requested by:

Office of the City Attorney
City of Santa Clara, California
When Recorded, Mail to:

Office of the City Clerk
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Form per Gov't Code Section 27361.6 [SPACE ABOVE THIS LINE FOR RECORDER'S USE]

HISTORIC PROPERTY PRESERVATION AGREEMENT
This Agreement, (herein, "Agreement"), is made and entered into this ___ day of ___________, 2025, ("Effective Date"), by and between Jonathan J. Ye and Jessica E. Chung, owners of certain real property located at 1435 Lexington Street (“OWNERS”) and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("CITY"). CITY and OWNERS may be referred to herein individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
A. Recitals.
(1) California Government Code Section 50280, et seq. authorizes the CITY to enter into a contract with the OWNERS of qualified Historical Property to provide for the use, maintenance, and restoration of such Historical Property so as to retain its characteristics as property of historical significance.
(2) OWNERS possesses fee title in and to that certain real property, together with associated structures and improvements thereon, shown on the 2021 Santa Clara County Property Tax Rolls as Assessors' Parcel Number 269-26-023, and generally located at the street address 1435 Lexington Street, in the City of Santa Clara ("Historic Property"). A legal description of the Historic Property is attached hereto as "Legal Description," marked as "Exhibit "A," and incorporated herein by reference.
(3) The Historic Property is on the City of Santa Clara Architecturally or Historically Significant Properties list. OWNERS submitted a Mills Act Proposal to City on September 24, 2024. The Proposal included a Primary Record from the State of California’s Department of Parks and Recreation. A true and correct copy of the Proposal is attached to this Agreement as “Exhibit B”.
(4) CITY and OWNERS, for their mutual benefit, now desire to enter into this Agreement both to protect and preserve the characteristics of historical significance of the Historic Property and to qualify the Historic Property for an assessment of valuation pursuant to Section 439.2 of the California Revenue and Taxation Code.

Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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B. Agreement.

NOW, THEREFORE, CITY and OWNERS, in consideration of the mutual covenants and conditions set forth herein, do hereby agree as follows:
(1) Effective Date and Term of Agreement. The term of this Agreement shall commence on the effective date of this Agreement and shall remain in effect for a term of ten (10) years thereafter. Each year upon the anniversary of the effective date, such term will automatically be extended as provided in paragraph 2, below.
(2) Renewal.
(a) Each year on the anniversary of the effective date of this Agreement, ("renewal date"), one (1) year shall automatically be added to the term of this Agreement unless notice of nonrenewal is mailed as provided herein.
(b) If either the OWNERS or CITY desires in any year not to renew the Agreement, OWNERS or CITY shall serve written notice of nonrenewal of the Agreement. Unless such notice is served by OWNERS to CITY at least ninety (90) days prior to the annual renewal date, or served by CITY to OWNERS at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the balance of the remaining term of the Agreement as provided herein.
(c) OWNERS may make a written protest of a nonrenewal notice issued by CITY. CITY may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to OWNERS of nonrenewal. If either CITY or OWNERS serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, from either original execution date or the last renewal date of the Agreement, whichever is applicable.
(3) Standards for Historical Property. During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements, and restrictions:
(a) OWNERS shall preserve and maintain the characteristics of historical significance of the Historic Property. "The Secretary of the Interior's Standards for Rehabilitation," marked as “Exhibit C” to this agreement, and incorporated herein by this reference, contains a list of those minimum standards and conditions for maintenance, use, and preservation of the Historic Property, which shall apply to such property throughout the term of this Agreement.
(b) OWNERS shall, when necessary or as determined by the Director of Planning and Inspection, restore and rehabilitate the property to conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, the United States Secretary of the Interior Standards for Rehabilitation and the California Historical Building Code and in accordance with the attached schedule of potential home improvements, drafted by the OWNERS and approved by the City Council, attached hereto as "The Description of the Preservation and Restoration Efforts," marked as “Exhibit D” to this agreement, and incorporated herein by this reference.

Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

Page 5 of 8 ends

CITY: City of Santa Clara
Attn: City Clerk
1500 Warburton Avenue
Santa Clara, CA 95050
OWNERS: Jonathan J. Ye and Jessica E. Chung
1435 Lexington Street
Santa Clara, CA 95050
(b) Prior to entering a contract for sale of the Historic Property, OWNERS shall give thirty (30) days notice to the CITY and it shall be provided at the address of the respective parties as specified above or at any other address as may be later specified by the parties hereto. (10) No Partnership or Joint Enterprise Created. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns; nor shall such terms, provisions, or conditions cause them to be considered joint ventures or members of any joint enterprise. (11) Hold Harmless and Indemnification. To the extent permitted by law, OWNERS agree to protect, defend, hold harmless and indemnify CITY, its City Council, commissions, officers, agents, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising there from for which OWNERS shall become legally liable arising from OWNERS’ acts, errors, or omissions with respect to or in any way connected with this Agreement.
(12) Attorneys' Fees. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to costs and other relief ordered by the court.
(13) Restrictive Covenants Binding. All of the agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

Page 6 of 8 ends

the benefit of the parties herein, their heirs, successors, legal representatives, assigns and all persons acquiring any part or portion of the Historic Property, whether by operation of law or in any manner pursuant to this Agreement.
(14) Mills Act Historic Property Contract Application Requirements. An application for a Mills Act Historic Property Contract shall be made through the Planning Division and shall include the following:
a. a Historic Resources Inventory form;
b. the description of the preservation or restoration efforts to be undertaken as referenced in paragraph 3 (b) as Exhibit "D";
c. a statement of justification for the Mills Act Historic Property designation and reassessment; and,
d. the Mills Act Historic Property Contract filing fee pursuant to paragraph 17. (15) Mills Act Historic Property Contract Approval. Based upon the Historical and Landmarks Commission's ("Commission") review of the Mills Act Historic Property Contract criteria and recommendation to Council, and based upon the recommendation and approval by Council, a Mills Act Historic Property Contract may be entered into with OWNERS. The decision of the City Council shall be final and conclusive in the matter. (16) Recordation and Notice. No later than twenty (20) days after the parties execute and enter into this Agreement, the CITY shall cause this Agreement to be recorded in the office of the County Recorder of the County of Santa Clara.
(17) Fees. The Planning Department may collect such Mills Act Historic Property Contract application fee of $8,735.80 (eight thousand, seven hundred, and thirty-five dollars and eighty cents), or other fees for the administration of this contract as are authorized from time to time by the City Council. Such fees do not exceed the reasonable cost of providing the service for which these fees are charged. OWNERS shall pay the County Recorder's Office recordation fees for recordation of this Mills Act Historic Property Contract and the recordation of the OWNERS updated Historic Resources Inventory form.
(18) Ordinary Maintenance. Nothing in this contract shall be construed to prevent the ordinary maintenance or repair of any exterior architectural feature in or on any Historic Property covered by this contract that does not involve a change in design, material, or external appearance thereof, nor does this contract prevent the construction, reconstruction, alteration, restoration, demolition, or removal of any such external architectural feature when the Director of Planning and Inspection determines that such action is required for the public safety due to an unsafe or dangerous condition which cannot be rectified through the use of the California Historical Building Code and when such architectural feature can be replaced according to the Secretary of Interior's Standards.
(19) California Historical Building Code. The California Historical Building Code ("CHBC") provides alternative building regulations for the rehabilitation, preservation, restoration, or relocation of structures designated as Historic Properties. The CITY's building Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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Historic Property Preservation Agreement/1435 Lexington Street Typed: 12/06/2024

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IN WITNESS WHEREOF, CITY and OWNERS have executed this Agreement on the day and year first written above.

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

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”
Jonathan J. Ye and Jessica E. Chung
Owners of 1435 Lexington Street
By: _____________________________
Jonathan J. Ye & Jessica E. Chung
1435 Lexington Street
Santa Clara, CA 95050
“OWNERS”
Exhibits:

A – Property Description
B – Restoration Schedule
City of Santa Clara
Meeting Minutes
Historical & Landmarks Commission
FINAL
6:00 PM Hybrid Meeting
City Hall Council
Chambers/Virtual
1500 Warburton Avenue
Santa Clara, CA 95050
02/06/2025
The City of Santa Clara is conducting the Historical and Landmarks Commission meeting in a hybrid manner (in-person and methods for the public to participate remotely) • Via Zoom:
o https://santaclaraca.zoom.us/j/97233262035 or
o Phone: 1 (669) 900-6833
Webinar ID: 972 3326 2035
Public Comments prior to meeting may be submitted via email to [email protected] no later than noon on the day of the meeting.

Clearly indicate the project address, meeting body, and meeting date in the email.

PUBLIC PARTICIPATION IN ZOOM WEBINAR:

Please follow the guidelines below when participating in a Zoom Webinar:
- The meeting will be recorded so you must choose 'continue' to accept and stay in the meeting.
- If there is an option to change the phone number to your name when you enter the meeting, please do so as your name will be visible online and will be used to notify you that it is your turn to speak.
- Mute all other audio before speaking. Using multiple devices can cause an audio feedback. - Use the raise your hand feature in Zoom when you would like to speak on an item and lower when finished speaking. Press *9 to raise your hand if you are calling in by phone only. - Identify yourself by name before speaking on an item. - Unmute when called on to speak and mute when done speaking. If there is background noise coming from a participant, they will be muted by the host. Press *6 if you are participating by phone to unmute.
- If you no longer wish to stay in the meeting once your item has been heard, you may leave the meeting.

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CALL TO ORDER AND ROLL CALL
Chair Leung called the meeting to order at 6:06 p.m.

Commissioner Romano arrived late at 6:17 p.m. Commissioner Kirby arrived late at 6:23 p.m.

Commissioner Michael Celso , Commissioner Amy Kirby, Chair Patricia Leung, Commissioner Kathleen Romano, Commissioner Ed Stocks, Vice Chair Ana Vargas-Smith , and Commissioner Yvonne Inciarte
Present 7 -

CONSENT CALENDAR

1.A 24-1254 Historical and Landmarks Commission Meeting Minutes of October 3, 2024
Recommendation: Approve the Historical and Landmarks Commission Meeting Minutes of the October 3, 2024 Meeting.

The October 3, 2024 Meeting Minutes were continued to March 6, 2025 due to a quorum not present at the time the item was heard.

PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS
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2. 24-1235 Consideration of a Historical Preservation Agreement (Mills Act Contract) (PLN24-00465) for 1435 Lexington Street.

Recommendation: Staff recommends that the Historical and Landmarks Commission find that the Mills Act Application and associated 10-Year Plan for restoration and maintenance accomplish the intent of preserving and maintaining the historical significance of the property; and therefore, recommend City Council approve of the City entering into a Mills Act Contract with the property owner, and the adoption of a 10-Year Restoration and Maintenance Plan associated with the Historical Preservation Agreement for the property located at 1435 Lexington Street.

Assistant Planner Alex Tellez provided the staff presentation. Chair Leung recused herself due to proximity of her residence.

Public Speaker:

Homeowner Jonathan Ye
A motion was made by Commissioner Celso, seconded by
Commissioner Stocks to close public hearing.

Aye: Commissioner Celso, Commissioner Stocks, Vice Chair Vargas-Smith, and Commissioner Inciarte
4 -

Absent: 2 - Commissioner Kirby, and Commissioner Romano Recused: 1 - Chair Leung
A motion was made by Commissioner Celso, seconded by
Commissioner Stocks, to approve this item and to expend funds to purchase a bronze plaque stating the year of construction.

Aye: Commissioner Celso, Commissioner Stocks, Vice Chair Vargas-Smith, and Commissioner Inciarte
4 -

Absent: 2 - Commissioner Kirby, and Commissioner Romano Recused: 1 - Chair Leung
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3. 24-1142 PUBLIC HEARING: Consideration of the Proposed Demolition of the Existing Single-Family Residence and Construction of a 2,446 Square-Foot Five-Bedroom, Three-Bathroom Two-Story Residence with an Attached Two Car Garage at 970 Poplar Street (PLN24-00600) located within 200 Feet of a Historic Resource.

Recommendation: Staff recommends that the Historical and Landmarks Commission find that the proposed project located at 970 Poplar Street will not destroy or have a significant adverse effect on the integrity of the HRI listed property within 200 feet at 410 Lafayette Way; that the demolition and proposed residence are compatible with the surrounding neighborhood and recommend approval of the Architectural Review.

Associate Planner Daniel Sobczak provided the staff presentation.

Public Speaker:

Homeowner Antonio Bunting
A motion was made by Commissioner Inciarte, seconded by Commissioner Celso to close public hearing.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, Vice Chair
Vargas-Smith, and Commissioner Inciarte
7 -
A motion was made by Commissioner Stocks, seconded by
Commissioner Inciarte to approve this item.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, Vice Chair
Vargas-Smith, and Commissioner Inciarte
7 -
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4. 25-119 PUBLIC HEARING: Recommendation on the Proposed 627 Square-Foot First Floor Addition and a 1,276 Square-Foot Second Floor Addition to an Existing 1,958 Square-Foot Single-Story Residence Resulting in a 3,939 Square-Foot Four-Bedroom, Three-Bathroom Two-Story Residence with an Attached Three Car Garage at 807 Park Court (PLN24-00585) located within 200 Feet of a Historic Resource.

Recommendation: Staff recommends that the Historical and Landmarks Commission find that the proposed project located at 807 Park Court will not destroy or have a significant adverse effect on the integrity of the HRI listed property within 200 feet at 794 Park Court; that the proposed construction is compatible with the surrounding neighborhood and recommend approval of the Architectural Review at the Development Review Hearing.

Assistant Planner Alex Tellez provided the staff presentation.

Public Speaker:

Homeowner Tony and Terra Vitarelli
A motion was made by Commissioner Kirby, seconded by
Commissioner Inciarte to close public hearing.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, Vice Chair
Vargas-Smith, and Commissioner Inciarte
7 -
A motion was made by Commissioner Romano, seconded by
Commissioner Inciarte to approve this item.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, and Commissioner Inciarte
6 -
Nay: 1 - Vice Chair Vargas-Smith
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5. 25-121 PUBLIC HEARING: Recommendation on the New Construction of Nine Two-Story Townhomes with Attached Two-Car Garages at 4249 Cheeney Street (PLN2019-13847) located within 200 Feet of a Historic Resource.

Recommendation: Staff recommends that the Historical and Landmarks Commission find that the proposed project located at 4249 Cheeney Street will not destroy or have a significant adverse effect on the integrity of the HRI listed properties within 200 feet at 2086 Agnew Road and 4262 Davis Street; that the demolition and proposed residence are compatible with the surrounding neighborhood and recommend approval of the Architectural Review at the Development Review Hearing
Senior Planner Steve Le provided the staff presentation.

Public Speakers:

Homeowner Saul Flores
Natalie Forood
A motion was made by Commissioner Stocks, seconded by
Commissioner Inciarte to close public hearing.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, Vice Chair
Vargas-Smith, and Commissioner Inciarte
7 -
A motion was made by Commissioner Celso, seconded by
Commissioner Inciarte to approve this item, with recommendation to lighten the color scheme with less contrast.

Aye: Commissioner Celso, Chair Leung, Commissioner Romano, Vice Chair Vargas-Smith, and Commissioner Inciarte
5 -
Nay: 2 - Commissioner Kirby, and Commissioner Stocks

6. 24-1255 Historical and Landmarks Commission Workplan Fiscal Year 2025/2026 Recommendation: There is no staff recommendation.

Principal Planner Rebecca Bustos provided the staff presentation.

STAFF REPORT

1. Training and Travel Request
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Historical & Landmarks Commission Meeting Minutes 02/06/2025 2025 California Preservation Conference, Sacramento, CA, May 6 - May 10, 2025 Commissioner Inciarte, and Commissioner Kirby requested to attend the Conference. Commissioner Romano and Chair Leung were tentative.

A motion was made by Commissioner Romano, seconded by
Commissioner Kirby to expend funds for Commissioner
attendance at the conference.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, Vice Chair
Vargas-Smith, and Commissioner Inciarte
7 -

2. Budget Update
Commissioner Celso raised questions regarding if there was interest accumulating on the budget, and if it was replenished each year.

COMMISSIONERS REPORT
Subcommittee Reporting - 20 minutes
Board/Committee Lead/Alternate
Santa Clara Arts and Historic Consortium Vargas-Smith / Romano Historic Preservation Society of Santa Clara Vargas-Smith / Leung Old Quad Residents Association Leung
Development Review Hearing Romano /Vargas-Smith
BART/ High Speed Rail/ VTA BRT Committee Vargas-Smith/ Leung El Camino Real Specific Plan Community Advisory Committee Leung Downtown Precise Plan Vargas-Smith/Stocks
Santa Clara Station Area Task Force Leung/Stocks
Park Court Neighborhood

ADJOURNMENT
A motion was made by Commissioner Vargas-Smith, seconded by Commissioner Stocks to adjourn the meeting at 9:12 p.m.

The next regular scheduled meeting is March 6, 2025.

Aye: Commissioner Celso, Commissioner Kirby, Chair Leung, Commissioner Romano, Commissioner Stocks, Vice Chair
Vargas-Smith, and Commissioner Inciarte
7 -

MEETING DISCLOSURES
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Historical & Landmarks Commission Meeting Minutes 02/06/2025 The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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

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

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

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

City of Santa Clara Page 8 Printed on 03/10/2025
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-851 Agenda Date: 8/19/2025

REPORT TO COUNCIL

SUBJECT
Appointment of Cultural Commission Member and Bicycle Pedestrian Advisory Committee (BPAC) Member to the Santa Clara Station Area Plan Task Force (SATF)

COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development

BACKGROUND
On December 6, 2022, the City Council reviewed the recommended SATF members and appointed the following seven individuals:
§ Jonathon Evans - Representative of Old Quad Residents Association (OQRA) § Dan Ondrasek - Representative of Reclaiming Our Downtown (ROD) § Dave Schoenwetter - Representative of Santa Clara University (SCU) § Patricia Leung - Representative of the Historical and Landmarks Commission § Candida Diaz - Representative of the Cultural Commission § Rob Mayer - Architect and Santa Clara resident
§ Jane Casamajor - Representative of the Bicycle Pedestrian Advisory Committee (BPAC) Following an application and interview process, the City Council appointed four additional members to the SATF on April 11, 2023:
§ Jill Hough - Professional Transportation Planner
§ Dylan Plane - Real estate professional
§ Michael Stockwell - Chairman of the South Bay Historical Railroad Society § Ray Hashimoto - Planning consultant and Santa Clara resident In November 2023, Jane Casamajor, who represented the BPAC on the SATF, resigned and the BPAC selected and, subsequently City Council appointed, Sukrit Ganesh to the SATF.

In November 2024, Candida Diaz, who represented the Cultural Commission on the SATF, resigned from the SATF. Jonathan Marinaro was appointed to the SATF to represent the Cultural Commission.

In June 2025, Sukrit Ganesh (BPAC) and Jonathan Marinaro (Cultural Commission) concluded their terms on their respective committees.

DISCUSSION
At its June 23, 2025 meeting, the BPAC selected Vernon Shure to serve as its new representative on the SATF.

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25-851 Agenda Date: 8/19/2025
At its July 7, 2025 meeting, the Cultural Commission selected Neetu Garg to serve as its new representative on the SATF.

This proposed action would implement the BPAC and Cultural Commission recommendations for representation on the SATF.

If appointed, the SATF roster will be as follows:
§ Jonathon Evans - Representative of Old Quad Residents Association (OQRA) § Dan Ondrasek - Representative of Reclaiming Our Downtown (ROD) § Sean Collins - Representative of Santa Clara University (SCU) § Patricia Leung - Representative of the Historical and Landmarks Commission § Neetu Garg - Representative of the Cultural Commission § Rob Mayer - Architect and Santa Clara resident
§ Vernon Shure - Representative of BPAC
§ Jill Hough - Professional Transportation Planner
§ Dylan Plane - Real estate professional
§ Michael Stockwell - Chairman of the South Bay Historical Railroad Society § Daniel Huynh - Alternate appointed in June 2025

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment. The Santa Clara Station Area Plan itself will undergo environmental review and an environmental document will be brought to the City Council at the time when the Council considers the Plan.

FISCAL IMPACT
There is no fiscal impact to the City for appointing the Santa Clara Station Area Plan Task Force other than administrative staff time and expense.

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

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

RECOMMENDATION
Appoint Vernon Shure to represent the BPAC and Neetu Garg to represent the Cultural Commission City of Santa Clara Page 2 of 3 Printed on 8/14/2025
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25-851 Agenda Date: 8/19/2025
on the SATF.

Reviewed by: Afshan Hamid, Director of Community Development Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-886 Agenda Date: 8/19/2025

REPORT TO COUNCIL

SUBJECT
Authorize the City Manager to Execute the 2025-2029 Memorandum of Understanding Between the City of Santa Clara and the Public Safety Non-Sworn Employees’ Association (Unit 10) that Incorporates the Terms of the Tentative Agreement

COUNCIL PILLAR
Enhance Community Engagement and Transparency.

BACKGROUND
The Public Safety Non-Sworn Employees’ Association (hereafter, “Unit 10”) Memorandum of Understanding (hereafter, “MOU”) is set to expire on December 20, 2025.

Given the upcoming events the City is hosting in calendar year 2026 and the high vacancy rate for the Public Safety Dispatcher classifications, the City and Unit 10 engaged in early discussions on a successor MOU. The City and Unit 10 began negotiations on a successor MOU in April 2025 and met approximately nine (9) times. On July 10, 2025, the parties reached a Tentative Agreement. The Tentative Agreement was ratified by the Unit 10 membership on or about July 22, 2025, and accepted by the City.

DISCUSSION
The recommended action authorizes the City Manager to execute a successor Memorandum of Understanding with a term of August 31, 2025, through and including December 31, 2029, that incorporates the terms of the Joint Mediation Recommendation reached between both parties.

The following is a summary of the notable provisions of the Joint Mediation Recommendation:
· Term:

August 31, 2025 - December 31, 2029
· Wages:

Effective the first pay period after Council adoption, the salary ranges for employees holding positions in Public Safety Dispatcher classifications (Public Safety Dispatcher I (Job Code 339), Public Safety Dispatcher II (Job Code 340), and Senior Public Safety Dispatcher (Job Code 725)), assigned to Unit 10 shall be increased by approximately 5.0%. All other classifications assigned to Unit 10 shall receive a $1,500 lump sum payment.

Effective the first pay period of calendar year 2026, all salary ranges for employees holding positions in classifications assigned to Unit 10 shall be increased by approximately 4.0%, except Public Safety Dispatcher classifications (Public Safety Dispatcher I (Job Code 339), City of Santa Clara Page 1 of 4 Printed on 8/14/2025
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25-886 Agenda Date: 8/19/2025
Public Safety Dispatcher II (Job Code 340), and Senior Public Safety Dispatcher (Job Code 725)).

Effective the first pay period after July 1, 2026, the salary ranges for employees holding positions in Public Safety Dispatcher classifications (Public Safety Dispatcher I (Job Code 339), Public Safety Dispatcher II (Job Code 340), and Senior Public Safety Dispatcher (Job Code 725)), assigned to Unit 10 shall be increased by approximately 3.0% Effective the first pay period of calendar year 2027, the salary ranges for employees holding positions in Public Safety Dispatcher classifications (Public Safety Dispatcher I (Job Code 339), Public Safety Dispatcher II (Job Code 340), and Senior Public Safety Dispatcher (Job Code 725)), assigned to Unit 10 shall be increased by approximately 3.0%. The salary ranges for all other classifications assigned to Unit 10 shall be increased by approximately 4.0%.

Effective the first pay period of calendar year 2028, all salary ranges for employees holding positions in classifications assigned to Unit 10 shall be increased by approximately 3.0%.

Effective the first pay period of calendar year 2029, all salary ranges for employees holding positions in classifications assigned to Unit 10 shall be increased by approximately 3.0%. · Peace Officer Standards and Training (POST) Incentive Effective August 31, 2025, increase the POST incentive pay for all classifications assigned in Public Safety Dispatcher classifications (Public Safety Dispatcher I (Job Code 339), Public Safety Dispatcher II (Job Code 340), and Senior Public Safety Dispatcher (Job Code 725)) from 2.5% to 3.0% for both Intermediate POST certification and Advanced POST certification for a maximum total of 6.0% (up from a maximum of 5.0%). Increase Police Records Supervisor (Job Code 644) POST incentive pay from 2.5% to 3.0%. · Holidays
Effective December 21, 2025, all Public Safety Dispatcher classifications assigned to Unit 10 shall receive Holiday in Lieu pay of 7.5% of their base pay. Employees in these classifications shall be ineligible for receiving holiday time off.
· Vacation Cashout
Effective December 21, 2025, increase the vacation cap to 480 and institute a hard cap.

During calendar years 2026, 2027, and 2028 the vacation cash out shall be increased from 60 hours to 90 hours.
· Training Premium
Effective August 31, 2025, employees in the classification of Jail Service Officer (Job Code 353) assigned as a Field Training Officer and employees in the classification of Public Safety Dispatcher II (Job Code 340) assigned to train other City employees will be entitled to a premium training pay of 5.0% for actual hours worked performing those duties. The existing Side Letter Agreement for training premium pay for employees in the classification of Senior Public Safety Dispatcher (Job Code 725) shall continue. · Compensatory Time Off
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Effective December 21, 2025, employees shall be ineligible to cash out compensatory time off. · Minimum Staffing and Sabbatical Side Letter
In recognition of the staffing Unit 10 members will provide to support Super Bowl and FIFA World Cup events in calendar year 2026, the City and Unit 10 have agreed to incentivize employees to sign up for special event staffing. Employees who agree to sign up for events will receive 30 hours of sabbatical leave for every two (2) week block of work performed. The sabbatical hours cannot be cashed out and must be used during the term of the MOU.

FISCAL IMPACT
The City regularly budgets the total compensation cost for its current employees and integrates known and projected cost increases from MOUs in the City’s annual budget. The costs of the Unit 10 MOU are within budget authority approved by the City Council through the negotiation process. In FY 2025/26, the costs associated with the negotiated agreement are approximately $623K, all of which are in the General Fund. It is anticipated that this amount will be covered within the existing departmental budget in FY 2025/26. Expenditures will be monitored throughout the year, and a budget action will be brought forward to Council if necessary. There is sufficient funding in the unrestricted ending fund balance to address any additional costs that cannot be absorbed. In future years, the costs for this contract will be factored into future forecasts and annual budgets.

The chart below reflects the estimated changes in costs, all of which are in the General Fund, over the term of the Unit 10 MOU.

Item Description Estimated General Fund
Cost
On-going Costs
Wages (Aug. 2025) 5.0% increase (Dispatch) $1,500
lump sum (Non-Dispatch)
$186K $77K
Wages (Jan. 2026) 4.0% increase (Non-Dispatch) $317K
Wages (July 2026) 3.0% increase (Dispatch) $117K
Wages (Jan. 2027) 3.0% increase (Dispatch) 4.0%
increase (Non-Dispatch)
$120K $329K
Wages (Jan. 2028) 3.0% increase $381K
Wages (Jan. 2029) 3.0% increase $392K
POST Incentive Max of 6.0% and 3% premium
pay (up from a max of 5.0% and

2.5%)
$162K
Holiday in Lieu (Dispatchers) 7.5% in base pay (cost reflects increase from 5.0% associated
with the current value of vacation
days)
$467K
Total $2.5M
One-time Costs
Vacation cash out 2026 Additional 30 hours $142K
City of Santa Clara Page 3 of 4 Printed on 8/14/2025
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25-886 Agenda Date: 8/19/2025
Wages (Jan. 2028) 3.0% increase $381K
Wages (Jan. 2029) 3.0% increase $392K
POST Incentive Max of 6.0% and 3% premium
pay (up from a max of 5.0% and

2.5%)
$162K
Holiday in Lieu (Dispatchers) 7.5% in base pay (cost reflects increase from 5.0% associated
with the current value of vacation
days)
$467K
Total $2.5M
One-time Costs
Vacation cash out 2026 Additional 30 hours $142K
Vacation cash out 2027 Additional 30 hours $147K
Vacation cash out 2028 Additional 30 hours $152K
Total $441K
The training premium costs will vary depending on the needs within the department and the actual training assignments.

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
Authorize the City Manager to execute the Memorandum of Understanding between the City of Santa Clara and the Public Safety Non-Sworn Employees’ Association (Unit 10) with effective dates of August 17, 2025 - December 31, 2029, that incorporates the terms of the Tentative Agreement.

Reviewed by: Marco Mercado, Acting Director of Human Resources Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Tentative Agreement between the City and Unit 10

2. Resolution for Classified Salary Plan

3. Classified Salary Plan effective 08-17-2025 (for Council 08-19-2025) City of Santa Clara Page 4 of 4 Printed on 8/14/2025
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CITY OF SANTA CLARA AND PUBLIC SAFETY NON-SWORN EMPLOYEES' ASSOCIATION (UNIT 10)

NEGOTIATIONS
City and Unit 10 Negotiations -Tentative Agreement
July 10, 2025
The following represents the Parties' Comprehensive Tentative Agreement. The parties understand that if the Comprehensive Tentative Agreement is not accepted, the parties will revert back to their last on the record proposals.

1. Duration [Agreed]
4 Years (expiring December 31, 2029)

2. Wages (Sec. 2.A)
- - -~- ----- - - - --
Time Wage
Adoption 5% Equity for Dispatchers
$1,500 Lu · atch
1/1/26 4% COLA
7/1/26 3% COLA
1/1/27 3% COLA (Dispatch only)
4% COLA all exce · atch
1/1/28 3% COLA all
1/1/29 3% COLA all

3. POST (Sec. 38.A) [Agreed]
• Effective August 31, 2025, increase Dispatch POST to 3.0% for Intermediate and Advanced POST (total 6% ).
• Effective August 31 , 2025, increase Records Supervisor POST to 3.0%.

4. Holidays (Sec. 7.A) [Agreed]
City 06/04/25 Proposal. Effective 12/21 /25, Convert Dispatchers to Holiday in Lieu.

5. Vacation (Sec. 8) [Agreed]
• Effective 12/21/25, increase cap to 480 and institute hard cap. • No outside Service Credit (status quo).
• Increase vacation payout from 60 hours to 90 hours for Calendar years 2026 (election in 2025), 2027 (election in 2026) and 2028 (election in 2027).

6. Training Premium (Sec. 45)
Modify to read:

Effective August 31, 2025, Community Service Officer lls assigned as Field Training Officers to train newly hired Community Service Officers, Police Records Specialist lls assigned to train newly hired Police Records Specialists, a-RG-Public Safety Dispatcher tis assigned to train newly hired Public Safety Dispatcher Is or lls, and Jail Service Officers assigned as Field Training Officers to train newly hired Jail Service Officers will be entitled to premium training pay of five percent (5%) for actual hours worked performing those duties.

Page 1 of 3 ends

City Council and Authorities ConcurrentAugust 19, 2025

City Council and Authorities Concurrent
August 19, 2025