Agenda packet — City Council and Authorities Concurrent, October 21, 2025 (part 2 of 5)

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 1/1/2017 3.347% 11/1/2026 3137BTU M1 5,144,036.58 AA+ 5/24/2023 4,985,696.73 4.29% 5,061,731.99 76,035.26

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 5/1/2017 3.224% 3/1/2027 3137BXQY1 8,000,000.00 AA+ 8/18/ 2023 7,546,250.00 4.94% 7 ,862,800.00 316,550.00

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2017 3.243% 4/1/2027 3137F1G44 4,545,000.00 AA+ 8/18/ 2023 4,285,260.35 4.93% 4 ,463,144.55 177,884.20

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 8/1/2017 3.117% 6/1/2027 3137F2LJ3 6,525,000.00 AA+ 8/22/ 2023 6,101,894.53 4.97% 6 ,389,410.50 287,515.97

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2023 4.819% 6/1/2028 3137HAC X2 7,500,000.00 AA+ 7/20/2023 7,574,910.00 4.59% 7 ,588,875.00 13,965.00

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2023 4.777% 6/1/2028 3137HAD 45 6,007,579.90 AA+ 7/27/2023 6,007,429.73 4.78% 6,027,585.14 20,155.41

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 10/1/2023 4.740% 8/1/2028 3137HAQ 74 5,750,000.00 AA+ 10/19/2023 5, 623,868.00 5.25% 5,813,250.00 189,382.00

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 2/1/2025 4.850% 1/1/2030 3137HJZ Y6 9,019,000.00 AA+ 2/27/2025 9,076,532.20 4.70% 9,192,164.80 115,632.60

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 4/1/2025 4.478% 1/1/2030 3137HKQC1 10,570,000.00 AA+ 4/10/2025 10, 643,049.27 4.32% 10,631,200.30 -11,848.97

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 4/1/2025 4.410% 1/1/2030 3137HKX J8 4,010,000.00 AA+ 4/24/2025 4,009,859.65 4.41% 4,017,619.00 7,759.35

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 3/1/2025 4.430% 2/1/2030 3137HKPF 5 5,960,000.00 AA+ 3/20/2025 5,959,934.44 4.43% 5,975,913.20 15,978.76

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 5/1/2025 4.513% 2/1/2030 3137HLJA1 4,285,000.00 AA+ 5/29/ 2025 4,284,880.02 4.51% 4 ,310,667.15 25,787.13

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 6/1/2025 4.348% 2/1/2030 3137HLXV9 11,370,000.00 AA+ 6/12/ 2025 11,369,590.68 4.35% 11,367,839.70 -1,750.98

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2025 4.329% 6/1/2030 3137HMC 65 11,192,000.00 AA+ 7/17/2025 11, 191,787.35 4.33% 11,177,226.56 -14,560.79 Federal Agency Commercial
Mortgage-Backed Security Subtotal 115,492,446.74 113,828, 579.36 115,407,127.40 1,578,548.04 ADOBE INC 4/4/2024 4.800% 4/4/2029 00724PAF 6 1,635,000.00 A+ 4/4/2024 1,632,563.85 4.83% 1,669,253.25 36,689.40 ADOBE INC 4/4/2024 4.800% 4/4/2029 00724PAF 6 1,340,000.00 A+ 4/4/2024 1,337,762.20 4.84% 1,368,073.00 30,310.80 ALPHABET INC 8/9/2016 1.998% 8/15/2026 02079KAC 1 5,740,000.00 AA+ 1/30/2023 5,354,386.80 4.05% 5,611,825.80 257,439.00 AMAZON.COM INC 4/13/2022 3.300% 4/13/2027 023135CF1 6,715,000.00 AA 4/25/2022 6,672,964.10 3.44% 6,619,378.40 -53,585.70 ASTRAZENECA FINANCE LLC 2/26/2024 4.850% 2/26/2029 04636NAL 7 8,500,000.00 A+ 6/27/2025 8,689,040.00 4.19% 8,652,830.00 -36,210.00 BANK OF NY MELLON CORP 1/28/2021 0.750% 1/28/2026 06406RAQ 0 9,000,000.00 A 2/10/2021 9,025,920.00 0.69% 8, 835,210.00 -190,710.00 BANK OF NY MELLON CORP 4/22/2025 4.729% 4/20/2029 06405LAH4 8,000,000.00 AA- 4/28/2025 8,093,600.00 4.40% 8,084, 400.00 -9,200.00 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,086,055.80 3.50% 4,079,017.80 -7,038.00 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,085,352.00 3.50% 4,079,017.80 -6,334.20 BLACKROCK INC 3/14/2024 4.700% 3/14/2029 09290DAA9 2,924,000.00 AA- 4/11/2024 2,911,222.12 4.80% 2,972,567.64 61,345.52 BLACKROCK INC 3/14/2024 4.700% 3/14/2029 09290DAA9 350,000.00 AA- 3/14/2024 349,366.50 4.74% 355,813.50 6,447.00 BOFA SECURITIES INC. 8/18/2023 5.526% 8/18/2026 06428CAA2 4,000,000.00 A+ 8/18/2023 3,998,360.00 5.54% 4,042,200.00 43,840.00 BOFA SECURITIES INC. 4/22/2021 1.734% 7/22/2027 06051GJS 9 1,420,000.00 A- 8/10/2022 1,281,251.80 3.92% 1 ,380,978.40 99,726.60 BOFA SECURITIES INC. 1/24/2025 4.979% 1/24/2029 06051GMK 2 4,980,000.00 A- 4/2/2025 5,035,178.40 4.66% 5,041,851.60 6,673.20 BRISTOL-MYERS SQUIBB CO 11/13/2020 0.750% 11/13/2025 110122DN5 5,725,000.00 A 6/30/2021 5,672,67 3.50 0.96% 5,666, 147.00 -6,526.50 8/12/2025 3:09 PM 3 of 6
Attachment A
City of Santa Clara Monthly Report
7/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L CISCO SYSTEMS INC 2/24/2025 4.750% 2/24/2030 17275RBX 9 10,000,000.00 AA- 4/22/2025 10,124,500.00 4.46% 10,169,600.00 45,100.00 CISCO SYSTEMS INC 2/24/2025 4.750% 2/24/2030 17275RBX 9 6,800,000.00 AA- 4/30/2025 6,955,924.00 4.22% 6,915,328.00 -40,596.00 CITIGROUP GLOBAL MARKETS 9/29/2023 5.803% 9/29/2028 17325FBB3 11,225,000.00 A+ 9/ 29/2023 11,225,000.00 5.80% 11,691,735.50 466,735.50 ELI LILLY & COMPANY 2/12/2025 4.550% 2/12/2028 532457CU0 6,500,000.00 A+ 6/27/2025 6,578,910.00 4.06% 6,567,470.00 -11,440.00 ELI LILLY & COMPANY 8/14/2024 4.200% 8/14/2029 532457CQ9 1,555,000.00 A+ 8/14/2024 1,557,643.50 4.16% 1,554,440.20 -3,203.30 ELI LILLY & COMPANY 8/14/2024 4.200% 8/14/2029 532457CQ9 445,000.00 A+ 8/14/2024 444,02 5.45 4.25% 444,839.80 814.35 GOLDMAN SACHS BANK USA 5/21/2024 5.414% 5/21/2027 38151LAG5 8,750,000.00 A+ 5/22/2025 8,805,037.50 5.08% 8,801, 362.50 -3,675.00 HERSHEY CO/THE 8/21/2015 3.200% 8/21/2025 427866AU2 3,000,000.00 A 3/30/2022 3,014,040.00 3.05% 2 ,997,870.00 -16,170.00 JOHN DEERE CAPITAL CORP 6/17/2021 1.050% 6/17/2026 24422EVR 7 5,000,000.00 A 12/8/2021 4, 908,600.00 1.47% 4,860,100.00 -48,500.00 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/2028 24422EXB0 2,800,000.00 A 6/25/ 2025 2,868,544.00 4.09% 2 ,862,916.00 -5,628.00 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/ 2028 24422EXB0 505,000.00 A 7/14/2023 504,247.55 4.98 % 516,347.35 12,099.80 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/ 2028 24422EXB0 605,000.00 A 7/ 18/2023 610,874.55 4.73% 618,594.35 7,719.80 JOHNSON & JOHNSON 2/20/2025 4.500% 3/1/ 2027 478160DG6 4,850,000.00 AAA 3/13/ 2025 4,879,439.50 4.17 % 4,879,585.00 145.50

JPMORGAN CHASE FINANCIAL
CO LLC 4/22/2021 1.578% 4/22/2027 46647PCB0 4,100,000.00 A 8/10/ 2022 3,710,746.00 3.80% 4 ,011,768.00 301,022.00

JPMORGAN CHASE FINANCIAL
CO LLC 2/24/2022 2.947% 2/24/2028 46647PCW4 2,925,000.00 A 9/18/ 2023 2,674,532.25 5.13% 2 ,856,408.75 181,876.50

JPMORGAN CHASE FINANCIAL
CO LLC 4/22/2024 5.571% 4/22/2028 46647PEE2 5,000,000.00 A 8/9/2024 5,103,350.00 4.95% 5,088,500.00 -14,850.00

JPMORGAN CHASE FINANCIAL
CO LLC 1/24/2025 4.915% 1/24/2029 46647PEU 6 2,825,000.00 A 3/13/2025 2,841,921.75 4.74% 2 ,855,736.00 13,814.25

JPMORGAN CHASE FINANCIAL
CO LLC 4/22/2024 5.581% 4/22/2030 46647PEG 7 2,750,000.00 A 4/28/2025 2,835,552.50 4.87% 2 ,850,732.50 15,180.00 KENVUE INC 10/17/2023 5.050% 3/22/2028 49177JAF9 6,250,000.00 A 6/30/ 2025 6,397,562.50 4.12% 6 ,378,500.00 -19,062.50 MASTERCARD INC 5/31/2019 2.950% 6/1/2029 57636QAM 6 7,500,000.00 A+ 6/27/2024 6,889,875.00 4.82% 7,177,650.00 287,775.00 META PLATFORMS INC 8/9/2024 4.300% 8/15/2029 30303M8S4
5,370,000.00 AA- 8/14/ 2024 5,385,895.20 4.23% 5 ,393,520.60 7,625.40 MORGAN STANLEY BANK NA 5/30/2024 5.504% 5/26/2028 61690U8B9 6,105,000.00 A+ 5/31/2024 6,117,881.55 5.45% 6 ,214,340.55 96,459.00 MORGAN STANLEY BANK NA 5/30/2024 5.504% 5/26/2028 61690U8B9 3,145,000.00 A+ 5/30/2024 3,145,000.00 5.50% 3 ,201,326.95 56,326.95 NATIONAL SECS CLEARING 5/20/2025 4.700% 5/20/2030 637639AQ8 10,000,000.00 AA+ 6/27/2025 10,167,800.00 4.32% 10,118,300.00 -49,500.00 NATIONAL SECS CLEARING 5/20/2025 4.700% 5/20/2030 637639AQ8 6,825,000.00 AA+ 6/ 27/2025 6,937,134.75 4.32% 6 ,905,739.75 -31,395.00

NOVARTIS FINANCE
CORPORATION 11/20/2015 3.000% 11/20/2025 66989HAJ 7 10,000,000.00 AA- 1/31/2023 9,638,600.00 4.38% 9,955,200.00 316,600.00 PACCAR FINANCIAL CORP 1/31/2024 4.600% 1/31/2029 69371RS8 0 7,000,000.00 A+ 7/30/2024 6,996,080.00 4.61% 7 ,074,900.00 78,820.00 PEPSICO INC 7/17/2024 4.500% 7/17/2029 713448FX1 4,380,000.00 A+ 7/17/2024 4,373,211.00 4.53% 4,427, 128.80 53,917.80 PEPSICO INC 2/7/2025 4.600% 2/7/2030 713448GB8 2,380,000.00 A+ 2/7/2025 2,376,001.60 4.64% 2,413,986.40 37,984.80 STATE STREET CORP 2/28/2025 4.729% 2/28/2030 857477CW1 9,240,000.00 A 2/28/2025 9,251,365.20 4.70% 9,341,270.40 89,905.20 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM 7 4,595,000.00 A 2/1/2022 4,567,889.50 2.08% 4, 450,762.95 -117,126.55 TARGET CORP 1/24/2022 1.950% 1/15/ 2027 87612EBM7 990,000.00 A 1/24/ 2022 988,317.00 1.99% 958,923.90 -29,393.10 TOYOTA MOTOR CREDIT CORP 9/11/2023 5.250% 9/11/2028 89236TLB9 5,600,000.00 A+ 9/11/ 2023 5,590,256.00 5.29% 5 ,760,272.00 170,016.00 WALMART INC. 4/28/2025 4.350% 4/28/2030 931142FN8 6,000,000.00 AA 5/ 2/2025 6,053,940.00 4.15% 6,025,320.00 -28,620.00 WALMART INC. 4/28/2025 4.350% 4/28/2030 931142FN8 3,220,000.00 AA 4/28/2025 3,214,429.40 4.39% 3,233, 588.40 19,159.00 Corporate Note Subtotal 246,844,000.00 245,959,824.32 248,032,628.84 2,072,804.52

AMERICAN EXPRESS CREDIT
ACCOUNT MASTER 9/19/2023 5.230% 9/15/2028 02582JKD1 6,170,000.00 AAA 9/19/ 2023 6,169,724.20 5.23% 6 ,229,355.40 59,631.20

AMERICAN EXPRESS CREDIT
ACCOUNT MASTER 7/22/2025 4.300% 7/15/2030 02582JKV1 6,515,000.00 AAA 7/22/2025 6,514,061.19 4.30% 6 ,541,255.45 27,194.26 BA CREDIT CARD TRUST 12/14/2023 4.980% 11/15/2028 05522RDH8 3,045,000.00 NR 12/14/2023 3,044,591.06 4.98% 3,070,151.70 25,560.64 8/12/2025 3:09 PM 4 of 6
Attachment A
City of Santa Clara Monthly Report
7/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L BA CREDIT CARD TRUST 6/12/2025 4.310% 5/15/2030 05522RDK1 5,250,000.00 AAA 6/12/ 2025 5,249,980.05 4.31% 5 ,269,267.50 19,287.45 BOFA AUTO TRUST 2024-1 7/31/2023 5.530% 2/15/2028 06428AAC 2 2,256,257.42 NR 7/31/2023 2,256,171.90 5.53% 2,269,388.84 13,216.94 BOFA AUTO TRUST 2024-1 11/21/2023 5.740% 6/15/2028 06054YAC 1 6,242,485.58 NR 11/21/2023 6,242,372.59 5.74% 6,294,672.76 52,300.17

CHASE AUTO OWNER TRUST
2024-5A 7/30/2025 4.290% 6/25/2030 16145NAC5 3,255,000.00 NR 7/30/2025 3, 254,681.99 4.29% 3,255,000.00 318.01 CHASE ISSUANCE TRUST 9/15/2023 5.160% 9/15/2028 161571HT4 6,045,000.00 AAA 9/15/2023 6,043,324.33 5.17% 6 ,100,190.85 56,866.52 CHASE ISSUANCE TRUST 1/31/2024 4.600% 1/16/2029 161571HV9 7,605,000.00 AAA 1/31/2024 7,603,841.76 4.60% 7,640,591.40 36,749.64 CHASE ISSUANCE TRUST 7/25/2025 4.160% 7/15/2030 161571HZ0 9,190,000.00 AAA 7/25/2025 9,189,815.28 4.16% 9,179,063.90 -10,751.38

CITIBANK CREDIT CARD
ISSUANCE TRUST 12/11/2023 5.230% 12/8/2027 17305EGW9 1,855,000.00 AAA 12/11/ 2023 1,854,767.38 5.23% 1 ,859,285.05 4,517.67

CITIBANK CREDIT CARD
ISSUANCE TRUST 6/26/2025 4.300% 6/21/2030 17305EHA6 11,485,000.00 AAA 6/26/ 2025 11,481,884.12 4.31% 11,493,154.35 11,270.23 FIFTH THIRD AUTO TRUST 8/23/2023 5.530% 8/15/2028 31680EAD 3 4,546,431.37 AAA 8/23/2023 4,546,149.49 5.53% 4,578,392.78 32,243.29

GM FINANCIAL SECURITIZED
TERM AUTO RECE 1/17/2024 4.850% 12/18/ 2028 36268GAD7 815,000.00 NR 1/ 17/2024 814,836.10 4.85% 818,260.00 3,423.90

GM FINANCIAL SECURITIZED
TERM AUTO RECE 5/14/2025 4.280% 4/16/2030 362549AD9 1,965,000.00 AAA 5/14/2025 1,964,710.75 4.28% 1,966,120.05 1,409.30

HONDA AUTO RECEIVABLES
OWNER TRUST 2024 8/22/2023 5.410% 2/18/ 2028 43815QAC1 665,192.01 AAA 8/22/2023 665,05 4.85 5.42% 669,129.95 4,075.10

HYUNDAI AUTO RECEIVABLES
TRUST 2024-C 11/13/2023 5.540% 10/16/2028 44918CAD 4 2,530,000.00 AAA 11/13/2023 2,529,667.31 5.54% 2 ,552,820.60 23,153.29

HYUNDAI AUTO RECEIVABLES
TRUST 2024-C 3/12/2025 4.320% 10/15/2029 44935CAD 3 6,570,000.00 AAA 3/12/2025 6,569,030.93 4.32% 6,579,789.30 10,758.37

HYUNDAI AUTO RECEIVABLES
TRUST 2024-C 6/11/2025 4.360% 12/17/2029 44935XAD 7 2,825,000.00 AAA 6/11/2025 2,824,744.90 4.36% 2,831,751.75 7,006.85

KUBOTA CREDIT OWNER TRUST
2024-2A 2/19/2025 4.670% 6/15/2029 50117FAC5 4,065,000.00 NR 2/19/2025 4,064,860.57 4.67% 4 ,100,446.80 35,586.23

TOYOTA AUTO RECEIVABLES
OWNER TRUST COM 8/15/2023 5.160% 4/17/2028 89231FAD2 1,373,200.32 AAA 8/15/ 2023 1,372,889.70 5.17% 1 ,379,530.77 6,641.07

TOYOTA AUTO RECEIVABLES
OWNER TRUST COM 11/14/2023 5.540% 8/15/2028 89239FAD4 1,725,000.00 AAA 11/14/ 2023 1,724,814.05 5.54% 1 ,743,888.75 19,074.70

TOYOTA AUTO RECEIVABLES
O
WNER TRUST COM 4/30/2025 4.340% 11/15/2029 89231HAD 8 4,385,000.00 AAA 4/30/2025 4,384,748.74 4.34% 4,395,787.10 11,038.36

TOYOTA AUTO RECEIVABLES
OWNER TRUST COM 7/30/2025 4.110% 3/15/2030 89238VAD 0 4,705,000.00 AAA 7/30/2025 4,704,504.09 4.11% 4,694,272.60 -10,231.49 USAA AUTO OWNER TRUST 2024
-
A 9/15/2023 5.580% 5/15/2028 90291VAC 4 4,277,685.73 AAA 9/15/2023 4,276,937.14 5.58% 4,299,929.70 22,992.56

VOLKSWAGEN AUTO LOAN
ENHANCED TRUST 202 3/25/2025 4.500% 8/20/2029 92868MAD1 6,905,000.00 NR 3/25/ 2025 6,904,765.23 4.50% 6 ,932,343.80 27,578.57 Asset-Backed Security Subtotal 116,266,252.43 116,252, 929.70 116,743,841.15 490,911.45 COOPERAT RABOBANK UA/NY 7/20/2023 5.080% 7/17/2026 21684LGS5 7,500,000.00 A-1 7/20/2023 7,500,000.00 5.08% 7 ,580,400.00 80,400.00 Certificate of Deposit Subtotal 7,500,000.00 7,500, 000.00 7,580,400.00 80,400.00

PRINCIPAL PUBLIC DEPOSIT
SWEEP PROGRAM 2.250% 8/1/2025 992995944 1,634,672.61 9/1/2020 1,634,672.61 1,634,672.61 -

LOCAL AGENCY INVESTMENT
FUND 4.160% 8/1/2025 6,279,026.69 9/30/1997 6,279,026.69 6,279,026.69 - 8/12/2025 3:09 PM 5 of 6
Attachment A
City of Santa Clara Monthly Report
7/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L

CALIFORNIA ASSET
MANAGEMENT PROGRAM 4.410% 8/1/2025 183,385,037.79 10/4/2022 183,385,037.79 183,385,037.79 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.190% 8/4/2025 20,000,000.00 4/7/2025 20,000,000.00 20,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.310% 8/27/2025 10,000,000.00 4/30/2025 10,000,000.00 10,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.310% 9/26/2025 10,000,000.00 4/30/2025 10,000,000.00 10,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.310% 10/1/2025 10,000,000.00 7/3/2025 10,000,000.00 10,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.330% 10/22/2025 10,000,000.00 7/25/2025 10,000,000.00 10,000,000.00 -

DREYFUS TREASUR
Y 4.120% 8/1/2025 2,466,516.76 10/31/1997 2,466,516.76 2,466,516.76 - Cash Equivalent Subtotal 253,765,253.85 253,765,253.85 253,765,253.85 - Grand Total Count 185 1,422,062,953.02 1,424,188,397.74 1,427,714,761.54 3,526,363.80 *NR = Not Rated by S&P Global. These Asset Backed Securities are rated by Moody's Ratings as Aaa. 8/12/2025 3:09 PM 6 of 6
Attachment A
PAGE 22

STATEMENT OF TRANSACTIONS CITY OF SANTA CLARA- CUSTODY
FOR THE PERIOD JULY 1, 2025 THROUGH JULY 31, 2025 ACCOUNT NUMBER XXXXXXXX ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯

STATEMENT OF TRANSACTIONS

REALIZED

CASH EQUIVALENTS
07/17/25 INTEREST RECEIVED 190,500.00
COOPERAT RABOBANK CD 5.080% 7/17/26
CUSIP 21684LGS5
INTEREST ON 7,500,000.000 UNITS
07/01/25 INTEREST RECEIVED 6,642.86

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
INTEREST FROM 6/1/25 TO 6/30/25
07/31/25 28,794,509.96 CASH SWEEP PURCHASES FOR STMT PERIOD 28,794,509.96- 28,794,509.96

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
12 TRANSACTIONS
07/31/25 27,687,160.33- CASH SWEEP SALES FOR STMT PERIOD 27,687,160.33 27,687,160.33-

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
3 TRANSACTIONS

BONDS & NOTES
07/22/25 6,515,000 PURCHASED 6,514,061.19- 6,514,061.19 AMERICAN EXPRES ABS 4.300% 7/15/30
CUSIP 02582JKV1
AT $99.9856 ON TRADE DATE 07/15/2025
TO SETTLE ON 07/22/2025
BARCLAYS CAPITAL INC. FIXED IN
07/15/25 INTEREST RECEIVED 26,890.91
AMERICAN EXPRES ABS 5.230% 9/15/28
CUSIP 02582JKD1
$0.00436/PV ON 6,170,000.00 PV
DUE 7/15/25
Attachment B
PAGE 23

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 07/24/25 INTEREST RECEIVED 123,977.10
BANK AMERICA CO V-D 4.979% 1/24/29
CUSIP 06051GMK2
INTEREST ON 4,980,000.000 UNITS
07/15/25 INTEREST RECEIVED 20,741.87
BANK OF AMERICA ABS 4.310% 5/15/30
CUSIP 05522RDK1
$0.00395/PV ON 5,250,000.00 PV
DUE 7/15/25
07/15/25 INTEREST RECEIVED 11,191.71
BANK OF AMERICA ABS 5.530% 2/15/28
CUSIP 06428AAC2
$0.00359/PV ON 2,428,581.74 PV
DUE 7/15/25
07/15/25 172,324.32- PAID DOWN 172,324.32 172,317.79- 6.53 BANK OF AMERICA ABS 5.530% 2/15/28
CUSIP 06428AAC2
AT $66.6158 ON TRADE DATE 07/15/2025
07/15/25 INTEREST RECEIVED 31,546.08
BANK OF AMERICA ABS 5.740% 6/15/28
CUSIP 06054YAC1
$0.00478/PV ON 6,595,000.00 PV
DUE 7/15/25
07/15/25 352,514.42- PAID DOWN 352,514.42 352,508.04- 6.38 BANK OF AMERICA ABS 5.740% 6/15/28
CUSIP 06054YAC1
AT $32.5647 ON TRADE DATE 07/15/2025
07/28/25 INTEREST RECEIVED 33,750.00
BANK OF NY MELLON CO 0.750% 1/28/26
CUSIP 06406RAQ0
INTEREST ON 9,000,000.000 UNITS
Attachment B
PAGE 24

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 07/15/25 INTEREST RECEIVED 12,636.75
BK OF AMERICA ABS 4.980% 11/15/28
CUSIP 05522RDH8
$0.00415/PV ON 3,045,000.00 PV
DUE 7/15/25
07/30/25 3,255,000 PURCHASED 3,254,681.99- 3,254,681.99 CHASE AUTO ABS 4.290% 6/25/30
CUSIP 16145NAC5
AT $99.9902 ON TRADE DATE 07/23/2025
TO SETTLE ON 07/30/2025
J.P. MORGAN SECURITIES INC., -
07/25/25 9,190,000 PURCHASED 9,189,815.28- 9,189,815.28 CHASE ISSUANCE ABS 0.000% 7/15/30
CUSIP 161571HZ0
AT $99.9980 ON TRADE DATE 07/18/2025
TO SETTLE ON 07/25/2025
J.P. MORGAN SECURITIES INC., -
07/15/25 INTEREST RECEIVED 29,152.50
CHASE ISSUANCE ABS 4.600% 1/16/29
CUSIP 161571HV9
$0.00383/PV ON 7,605,000.00 PV
DUE 7/15/25
07/15/25 INTEREST RECEIVED 25,993.50
CHASE ISSUANCE ABS 5.160% 9/15/28
CUSIP 161571HT4
$0.00430/PV ON 6,045,000.00 PV
DUE 7/15/25
07/25/25 INTEREST RECEIVED 16,948.69
FED HOME LN MTG CORP 3.117% 6/25/27
CUSIP 3137F2LJ3
$0.00260/PV ON 6,525,000.00 PV
DUE 7/25/25
Attachment B
PAGE 25

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 07/17/25 11,192,000 PURCHASED 11,191,787.35- 11,191,787.35 FHLMC CMO V-M 4.329% 6/25/30
CUSIP 3137HMC65
AT $99.9981 ON TRADE DATE 07/09/2025
TO SETTLE ON 07/17/2025

GOLDMAN SACHS
07/17/25 ACCRUED INTEREST ON PURCHASE 21,533.41-
FHLMC CMO V-M 4.329% 6/25/30
CUSIP 3137HMC65
07/25/25 INTEREST RECEIVED 14,378.76
FHLMC K061 CMO V-M 3.347% 11/25/26
CUSIP 3137BTUM1
$0.00269/PV ON 5,155,215.52 PV
DUE 7/25/25
07/25/25 11,178.94- PAID DOWN 11,178.94 10,834.84- 344.10 FHLMC K061 CMO V-M 3.347% 11/25/26
CUSIP 3137BTUM1
07/25/25 INTEREST RECEIVED 22,712.50
FHLMC K508 CMO V-M 4.740% 8/25/28
CUSIP 3137HAQ74
$0.00395/PV ON 5,750,000.00 PV
DUE 7/25/25
07/25/25 INTEREST RECEIVED 36,451.79
FHLMC K536 CMO V-M 4.850% 1/25/30
CUSIP 3137HJZY6
$0.00404/PV ON 9,019,000.00 PV
DUE 7/25/25
07/25/25 INTEREST RECEIVED 22,002.34
FHLMC K537 CMO V-M 4.430% 2/25/30
CUSIP 3137HKPF5
$0.00369/PV ON 5,960,000.00 PV
DUE 7/25/25
Attachment B
PAGE 26

STATEMENT OF TRANSACTIONS

REALIZED

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 07/25/25 7,050.21- PAID DOWN 7,050.21 7,050.03- 0.18
FHLMC SER KJ46 CMO 4.777% 6/25/28
CUSIP 3137HAD45
07/25/25 INTEREST RECEIVED 30,118.75
FHLMC SER K505 CMO 4.819% 6/25/28
CUSIP 3137HACX2
$0.00402/PV ON 7,500,000.00 PV
DUE 7/25/25
07/15/25 INTEREST RECEIVED 22,374.24
FIFTH THIRD AUT ABS 5.530% 8/15/28
CUSIP 31680EAD3
$0.00425/PV ON 4,855,168.84 PV
DUE 7/15/25
07/15/25 308,737.47- PAID DOWN 308,737.47 308,718.33- 19.14 FIFTH THIRD AUT ABS 5.530% 8/15/28
CUSIP 31680EAD3
AT $37.1821 ON TRADE DATE 07/15/2025
07/25/25 INTEREST RECEIVED 54,417.03
FNMA SER M6 CMO V-M 4.182% 7/25/28
CUSIP 3136BQDE6
$0.00348/PV ON 15,616,470.66 PV
DUE 7/25/25
07/25/25 1,640.4- PAID DOWN 1,640.40 1,593.42- 46.98
FNMA SER M6 CMO V-M 4.182% 7/25/28
CUSIP 3136BQDE6
07/16/25 INTEREST RECEIVED 7,008.50
GM FINANCIAL ABS 4.280% 4/16/30
CUSIP 362549AD9
$0.00357/PV ON 1,965,000.00 PV
DUE 7/16/25
Attachment B
PAGE 28

STATEMENT OF TRANSACTIONS

REALIZED

PERSHING LLC
07/24/25 ACCRUED INTEREST ON SALE 2,908.03
HONDA AUTO ABS 5.410% 2/18/28
CUSIP 43815QAC1
07/15/25 INTEREST RECEIVED 23,652.00
HYUNDAI AUTO ABS 4.320% 10/15/29
CUSIP 44935CAD3
$0.00360/PV ON 6,570,000.00 PV
DUE 7/15/25
07/15/25 INTEREST RECEIVED 11,632.72
HYUNDAI AUTO REC ABS 4.360% 12/17/29
CUSIP 44935XAD7
$0.00412/PV ON 2,825,000.00 PV
DUE 7/15/25
Attachment B
PAGE 29

STATEMENT OF TRANSACTIONS

REALIZED

MITSUBISHI UFJ SECURITIES (USA
Attachment B
PAGE 30

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 07/23/25 ACCRUED INTEREST ON SALE 2,258.67
KUBOTA CREDIT ABS 5.280% 1/18/28
CUSIP 500945AC4
07/31/25 INTEREST RECEIVED 161,000.00
PACCAR FINANCIAL MTN 4.600% 1/31/29
CUSIP 69371RS80
INTEREST ON 7,000,000.000 UNITS
07/17/25 INTEREST RECEIVED 98,550.00
PEPSICO INC 4.500% 7/17/29
CUSIP 713448FX1
INTEREST ON 4,380,000.000 UNITS
07/15/25 INTEREST RECEIVED 54,453.75
TARGET CORP 1.950% 1/15/27
CUSIP 87612EBM7
INTEREST ON 5,585,000.000 UNITS
07/30/25 4,705,000 PURCHASED 4,704,504.09- 4,704,504.09 TOYOTA AUTO ABS 4.110% 3/15/30
CUSIP 89238VAD0
AT $99.9895 ON TRADE DATE 07/22/2025
TO SETTLE ON 07/30/2025
RBC DAIN RAUSCHER INC.
07/15/25 INTEREST RECEIVED 15,859.08
TOYOTA AUTO REC ABS 4.340% 11/15/29
CUSIP 89231HAD8
$0.00362/PV ON 4,385,000.00 PV
DUE 7/15/25
07/15/25 INTEREST RECEIVED 6,303.61
TOYOTA AUTO REC ABS 5.160% 4/17/28
CUSIP 89231FAD2
$0.00419/PV ON 1,465,954.74 PV
DUE 7/15/25
Attachment B
PAGE 31

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 07/15/25 92,754.42- PAID DOWN 92,754.42 92,733.44- 20.98 TOYOTA AUTO REC ABS 5.160% 4/17/28
CUSIP 89231FAD2
AT $123.7625 ON TRADE DATE 07/15/2025
07/15/25 INTEREST RECEIVED 7,963.75
TOYOTA AUTO REC ABS 5.540% 8/15/28
CUSIP 89239FAD4
$0.00462/PV ON 1,725,000.00 PV
DUE 7/15/25
07/31/25 INTEREST RECEIVED 102,093.75
U.S. TREASURY BONDS 4.125% 7/31/28
CUSIP 91282CHQ7
INTEREST ON 4,950,000.000 UNITS
07/31/25 INTEREST RECEIVED 128,562.50
U.S. TREASURY NOTES 2.750% 7/31/27
CUSIP 91282CFB2
INTEREST ON 9,350,000.000 UNITS
07/31/25 INTEREST RECEIVED 14,962.50
U.S. TREASURY NOTES 3.500% 1/31/28
CUSIP 91282CGH8
INTEREST ON 855,000.000 UNITS
07/24/25 2,780,000- SOLD 2,785,972.66 2,800,357.99- 14,385.33- U.S. TREASURY NOTES 3.875% 12/31/27
CUSIP 91282CGC9
AT $100.2148 ON TRADE DATE 07/22/2025
TO SETTLE ON 07/24/2025

RBS/EQUITY FINANCE
07/24/25 ACCRUED INTEREST ON SALE 7,025.54
U.S. TREASURY NOTES 3.875% 12/31/27
CUSIP 91282CGC9
Attachment B
PAGE 32

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 07/31/25 INTEREST RECEIVED 323,300.00
U.S. TREASURY NOTES 4.000% 1/31/29
CUSIP 91282CJW2
INTEREST ON 16,165,000.000 UNITS
07/22/25 6,975,000- SOLD 7,009,057.62 6,870,312.13- 138,745.49 U.S. TREASURY NOTES 4.000% 6/30/28
CUSIP 91282CHK0
AT $100.4883 ON TRADE DATE 07/18/2025
TO SETTLE ON 07/22/2025
NOMURA SECURITIES INTL. INC.
07/22/25 ACCRUED INTEREST ON SALE 16,679.35
U.S. TREASURY NOTES 4.000% 6/30/28
CUSIP 91282CHK0
07/31/25 INTEREST RECEIVED 191,500.00
U.S. TREASURY NOTES 4.000% 7/31/29
CUSIP 91282CLC3
INTEREST ON 9,575,000.000 UNITS
07/31/25 INTEREST RECEIVED 133,340.63
U.S. TREASURY NOTES 4.125% 1/31/27
CUSIP 91282CMH1
INTEREST ON 6,465,000.000 UNITS
07/31/25 INTEREST RECEIVED 132,281.25
U.S. TREASURY NOTES 4.250% 1/31/30
CUSIP 91282CMG3
INTEREST ON 6,225,000.000 UNITS
07/14/25 10,125,000- SOLD 10,192,236.33 10,135,961.45- 56,274.88 U.S. TREASURY NOTES 4.625% 9/15/26
CUSIP 91282CHY0
AT $100.6641 ON TRADE DATE 07/09/2025
TO SETTLE ON 07/14/2025
NOMURA SECURITIES INTL. INC.

Attachment B
PAGE 33

STATEMENT OF TRANSACTIONS

REALIZED

RBS/EQUITY FINANCE
07/16/25 ACCRUED INTEREST ON SALE 61,708.74
US TREASURY NOTE 2.250% 8/15/27
CUSIP 9128282R0
07/15/25 INTEREST RECEIVED 21,614.24
USAA AUTO OWNER ABS 5.580% 5/15/28
CUSIP 90291VAC4
$0.00358/PV ON 4,648,222.99 PV
DUE 7/15/25
07/15/25 370,537.26- PAID DOWN 370,537.26 370,472.42- 64.84 USAA AUTO OWNER ABS 5.580% 5/15/28
CUSIP 90291VAC4
AT $30.9807 ON TRADE DATE 07/15/2025
07/21/25 INTEREST RECEIVED 25,893.75
VOLKSWAGEN AUTO ABS 4.500% 8/20/29
CUSIP 92868MAD1
$0.00375/PV ON 6,905,000.00 PV
DUE 7/20/25
07/22/25 INTEREST RECEIVED 12,311.40
VR BANK OF AMERICA 1.734% 7/22/27
CUSIP 06051GJS9
INTEREST ON 1,420,000.000 UNITS
Attachment B
INVESTMENT AND INSURANCE PRODUCTS ARE:• NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY FEDERAL GOVERNMENT AGENCY• NOT A DEPOSIT, OBLIGATION OF, OR GUARANTEED BY ANY BANK OR BANKING AFFILIATE• SUBJECT TO INVESTMENT RISKS AND MAY LOSE VALUE, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED PAGE 34

STATEMENT OF TRANSACTIONS

REALIZED

_____________________________________________________________________

MONTHLY FINANCIAL STATUS REPORT

August 2025

City of
Santa Clara
The Center of What 's Possible

1 City of Santa Clara
Financial Status Report as of August 31, 2025

This report summarizes the City’s financial performance for the month ended August 31, 2025.

Financial analysis for the report is provided for the General Fund, select Special Revenue Funds, Enterprise Operating Funds, Internal Service Funds, and Capital Improvement Funds. Financial information included in this report is unaudited.

Economic Outlook
While the October 2025 UCLA Anderson Forecast assumes no recession, it continues to identify significant risks to the forecast during this period of unprecedented change and uncertainty. These include trade uncertainty, concerns about the credibility of our central bank and government statistical agencies, the continued feasibility of the AI boom, and the potential impacts of domestic political strife. “The summer months have brought about a series of significant inflection points for the U.S. economy.

The labor market deteriorated notably, marked by an outright decline in payroll employment in June.

The inflationary trend pivoted, moving away from a path of gradual normalization and onto a rising trajectory. Finally, at his last Jackson Hole symposium as chairman of the Federal Open Market Committee, Jerome Powell signaled a stark change in monetary policy. In what is referred to as the “Powell Pivot”, the Federal Reserve's focus has shifted to place a stronger emphasis on its employment mandate relative to its inflation mandate. This forecast is being produced at a time when more extreme scenarios have become increasingly plausible, even though they do not yet represent our baseline outlook. The risk of rising layoffs leading to a recession is now a tangible possibility. Even if a recession is avoided, the current pivot toward
monetary easing sets the stage for what
we anticipate will be a "stagflation-
lite" regime, marking a period
where both inflation and
unemployment remain modestly
elevated. Lastly, should the current
administration's attempt to
undermine the Federal Reserve's
independence succeed, a full-
blown stagflation scenario
becomes a more significant risk.”
1 The UCLA Forecast assumes
Gross Domestic Product (GDP)
growth of 1% in third quarter of
2025, followed by lower growth in
the winter as the cost of tariffs fully
take hold. Growth is expected to
recover in mid-2026 and reach 2% by the fourth quarter of 2026.

1 UCLA Anderson Forecast for the Nation, Fall 2025 Report: A Summer of Inflection Points Quarterly Real GDP Growth Forecast
(Seasonally Adjusted Annual Rates)
5 4
"if.
3 i
~ 2 Q.

Cl
(.')
i:,; 1 a::
0 I •• 111111
Sourr;os: Buroau of Economic Analysis, UCLA Anderson Forocasl

2 City of Santa Clara
Financial Status Report as of August 31, 2025

The Conference Board (TCB) Economic Forecast for the US Economy also assumes a slowdown in GDP growth. “Higher tariffs are set to weigh on real GDP growth in H2 2025 and H1 2026 after already trimming growth in H1 2025, as consumers bear the brunt of higher prices. TCB estimates the bulk of tariff impacts will affect Q4, Q1, and Q3 of 2026. Fiscal policy is projected to only partially and modestly offset the negative impact from tariffs.2
In the second quarter 2025 third estimate, the Gross Domestic Product (GDP) increased at an annual rate of 3.8%, following a GDP decrease of 0.6% in the first quarter. The increase in real GDP primarily reflected a decrease in imports, which are a subtraction in the calculation of GDP, and an increase in consumer spending. These movements were partly offset by decreases in investments and exports. 3 On a national level, the unemployment rate changed little from 4.2% to 4.3% between July and August 2025. In August, the number of unemployed persons totaled 7.4 million, an increase of 148,000 from July.4

2 https:///www.conference-board.org/research/us-forecast, The Conference Board Economic Forecast for the US Economy, Updated September 12, 2025
3 https://www.bea.gov/news/2025/gross-domestic-product-2nd-quarter-2025-third-estimate-gdp-industry-corporate-profits 4 https://www.bls.gov/news.release/pdf/empsit.pdf
Real GDP, Percent Change From Preceding ,Quarter

4.0 3.0
2,0

1.0 0 .0
--1.0
Q1 Q2
20 24
U.S. Bureau of Economic alysi~
Chart 1. Unemployment rate, seasonally adjusted,
August 2023 - August 2025
Percent

5.5 5.0

4.5 4.0

3.5 3.0

2.5 Q3
Aug-23 Nov-23 Feb-24 May-24 Aug-24 Nov-24 Feb-25 May-25 Aug-25 Q4 Q1 Q2
202 5
Seawnally adjusted an ual rates
Chart 2. Nonfarm payroll employment over-the-month change , seasonally adjusted , August 2023 - August 2025
Thousands
500
400
300
200
100
0 -100
Aug-23 Nov-23 Feb-24 May-24 Aug-24 Nov-24 Fet>-25 May-25 Aug-25

3 City of Santa Clara
Financial Status Report as of August 31, 2025

At the state level, the California unemployment rate remained unchanged at 5.5% between July and August 2025. This rate is slightly higher compared to the 5.4% rate in August 2024. Over the past year, California employers have added 69,500 nonfarm jobs.5
The unadjusted unemployment rate in the San José-Sunnyvale-Santa Clara Metropolitan Statistical Area (MSA) was 4.7% in August 2025, down slightly from a revised 4.9% in July 2025, and unchanged from the August 2024 level of 4.7%. Between August 2024 and August 2025, employment in this region decreased by 2,300 jobs, or 0.2%. The largest decreases were in professional and business services (down 8,100 jobs) and manufacturing (down 3,800 jobs). Notable employment increases were in private education and health services (up 8,600 jobs) and government (up 1,900 jobs).6 General Fund
The General Fund is the major operating fund for the City and includes multiple programs, services, and activities for the residents and businesses of the City. The adopted budget for operating revenues and expenditures for fiscal year 2025/26 was $353.0 million. The amended budget for revenues and expenditures was adjusted to $359.4 million to reflect carryover encumbrances from fiscal year 2024/25 and various budget amendments approved by the City Council through August 2025.

While it is very early in the fiscal year and limited data is available, General Fund revenues and expenditures are tracking within estimated levels.

5 https://edd.ca.gov/en/about_edd/news_releases_and_announcements/unemployment-august-2025/ 6 https://labormarketinfo.edd.ca.gov/file/lfmonth/sjos$pds.pdf

4 City of Santa Clara
Financial Status Report as of August 31, 2025

General Fund Revenues
As of August 31, 2025, $24.8 million of General Fund revenue (excluding transfers) was received. This figure excludes the negative amounts reflected in the table below, which represent accruals of revenue to the previous year. In some categories, the revenues received in August account for activity that occurred in FY 2024/25 and those revenues are accrued back to that year. In other cases, such as property tax, most payments are scheduled to occur later in the fiscal year. Transfers and use of reserves of $23.6 million have occurred as budgeted.

Adopted Budget
Amended
Budget
Actual Through
8/30/2025
Percentage
Received
Actual Through
8/30/2024
$
Change From
Prior Year
Percentage
Change
TAXES
Sales Tax 65,850,000$ 65,850,000$ -$ 0.00% -$ -$ N/A Property Tax 101,181,000 101,181,000 40,400 0.04% 82,066 (41,666) -50.77% Transient Occupancy Tax 27,500,000 27,500,000 1,835,710 6.68% 931,003 904,707 97.18% Other Taxes 7,200,000 7,200,000 243,406 3.38% 352,629 (109,223) -30.97% Total Taxes 201,731,000 201,731,000 2,119,516 1.05% 1,365,698 753,818 55.20%

LICENSES & PERMITS
Business Licenses 6,200,000 6,200,000 1,445,756 23.32% 1,603,747 (157,991) -9.85% Fire Operation Permits 1,998,000 1,998,000 596,264 29.84% 382,287 213,977 55.97% Miscellaneous Permits 26,000 26,000 242,139 931.30% 18,305 223,834 1222.80% Total Licenses & Permits 8,224,000 8,224,000 2,284,159 27.77% 2,004,339 279,820 13.96% FINES & PENALTIES 1,557,000 1,557,000 737,912 47.39% 142,847 595,065 416.58% INTERGOVERNMENTAL 580,000 580,000 253 0.04% 354,605 (354,352) -99.93% CHARGES FOR SERVICES 35,626,474 35,626,474 8,003,906 22.47% 3,765,484 4,238,422 112.56% SILICON VALLEY POWER TRANSFER 37,275,000 37,275,000 6,212,510 16.67% 5,910,850 301,660 5.10%

USE OF MONEY & PROPERTY
Interest 6,247,000 6,247,000 (856,771) -13.71% (1,076,046) 219,275 -20.38% Rent 13,107,611 13,107,611 2,638,243 20.13% 2,324,113 314,130 13.52% Total Use of Money & Property 19,354,611 19,354,611 1,781,472 9.20% 1,248,067 533,405 42.74% MISCELLANEOUS REVENUES 380,000 380,000 56,038 14.75% 170,492 (114,454) -67.13%

LAND PROCEED - - - N/A - - N/A

OTHER FINANCING SOURCES
Operating Transfer In - Storm Drain 1,454,000 1,454,000 1,454,000 100.00% 1,454,000 - 0.00% Operating Transfer In - Reserves 9,556,671 15,886,222 15,886,222 100.00% 13,403,241 2,482,981 18.53% Operating Transfer In - Fund Balances(1) 5,816,858 5,816,858 5,816,858 100.00% 6,162,369 (345,511) -5.61% Operating Transfer In - Miscellaneous 405,265 405,265 405,265 100.00% 575,821 (170,556) -29.62% Total Other Financing Sources 17,232,794 23,562,345 23,562,345 100.00% 21,595,431 1,966,914 9.11%

STADIUM OPERATION
Charges for Services 24,423,380 24,423,380 1,760,609 7.21% 570,405 1,190,204 208.66% Rent and Licensing 6,640,308 6,640,308 1,000,000 15.06% - 1,000,000 N/A Total Stadium Operation 31,063,688 31,063,688 2,760,609 8.89% 570,405 2,190,204 383.97% TOTAL GENERAL FUND 353,024,567$ 359,354,118$ 47,518,720$ 13.22% 37,128,218$ 10,390,502$ 27.99% (1) The Operating Transfer In - Fund Balances includes the carryover encumbrances of open purchase orders as of June 30, 2024 and mid year budget amendment from reserves.

Function

CITY OF SANTA CLARA

GENERAL FUND

REVENUE OVERVIEW AND COMPARISON BY TYPE
FISCAL YEAR 2025/26 PY REVENUE COMPARISON

5 City of Santa Clara
Financial Status Report as of August 31, 2025

General Fund Revenues
Sales Tax: The City of Santa Clara sales tax rate is 9.125%, of which the City receives 1.0%. As of August 31, 2025, no sales tax has been recorded. Given the timing of payments, the sales tax payments received through August accounted for activity in the prior fiscal year and those funds were accrued to last year.

Property Tax: Property tax receipts totaling $40,400 were received in August 2025. The majority of property tax revenue is collected in the second half of the fiscal year. Based on initial information from the County of Santa Clara, property tax receipts are projected to end the year at $103.3 million, slightly above the Adopted Budget estimate of $101.2 million.

Transient Occupancy Tax (TOT): TOT is calculated as a percentage of City hotel/motel room charges. The City’s TOT rate is 13.5%. Through August 31, 2025, $1.8 million has been collected, which reflects a 97.2% increase when compared to the collection level in the prior year.

Other Taxes: Includes franchise tax and documentary transfer tax. The City has collected $0.2 million through August, which is slightly below last fiscal year’s collection levels. Receipts primarily reflect franchise tax, with a smaller portion attributed to documentary transfer tax.

Licenses & Permits: Includes business licenses, fire operation permits, and miscellaneous permits and fees. Licenses and permits revenue collections are tracking above par with receipts totaling $2.3 million, or 27.8% of the $8.2 million budget. This collection level is also above the prior year collection level of $2.0 million.

Fines & Penalties: Includes vehicle, parking, court fines, and miscellaneous penalty fines. The revenue collected in this category through August was $0.7 million, which is above prior year level collections of $0.1 million. The majority of the receipts are comprised of municipal fines and collection charges.

Intergovernmental: Includes motor vehicle fees, state homeowner tax relief, state mandated reimbursement and redistribution of land sale proceeds and ground leases from the Successor Agency.

Through August 31, 2025, $253 has been collected in this category.

Charges for Services: Includes various plan check and zoning-related fees, engineering fees, administrative fees, and community service revenue from various recreational activities. Through July, collections totaled approximately $8.0 million or 22.5% of the budget. This reflects a 112.5% increase compared to last year’s collections, primarily due to the timing of the interdepartmental charges – cost allocation monthly payments that were received this fiscal year but had not yet been booked through August of the prior fiscal year. Higher revenues were also received in other categories, including planning and zoning fees, recreational activity fees, and Emergency Medical Services (EMS) fees.

Silicon Valley Power Transfer: In accordance with the City’s charter, Silicon Valley Power pays 5.0% of gross revenues to the General Fund. Transfers throughout the year are based on the budgeted estimate and will be trued up at the end of the fiscal year based on actual performance.

6 City of Santa Clara
Financial Status Report as of August 31, 2025

Use of Money & Property: Includes realized investment income and rental income. Collections in the rent category of $2.6 million are higher than prior year levels, specifically for lease revenues. The negative amount under the interest category reflects an accrual to the prior year.

Miscellaneous Revenues: Includes developer fees, donations, damage recovery, sale of surplus, and one-time miscellaneous revenues. Through August 2025, collections are tracking below the prior year collections of $170,492.

Stadium Operation: Through August 2025, $2.8 million has been collected through charges for services and rent.

7 City of Santa Clara
Financial Status Report as of August 31, 2025

General Fund Expenditures
As of August 31, 2025, $83.0 million or 23.1% of the General Fund operating budget had been expended, which is higher than prior year expenditure levels. Excluding transfers, expenditures totaled $54.0 million, or 16.3% of the budget, which is at par of 16.7%. Transfers of $29.0 million have occurred as budgeted. Overall, expenditures in the General Fund are within budgeted levels through August.

Adopted Budget
Amended
Budget
Actual Through
8/30/2025
Percentage
Use d
Actual Through
8/30/2024
$
Change From
Prior Year
Percentage
Change

GENERAL GOVERNMENT
Non-Departmental 20,501,477$ 20,610,625$ 4,737,558$ 22.99% 4,194,289$ 543,269$ 12.95% City Council 1,268,362 1,273,274 196,773 15.45% 204,030 (7,257) -3.56% City Clerk 1,761,474 1,763,949 280,374 15.89% 347,485 (67,111) -19.31% City Manager 5,859,758 6,642,349 883,434 13.30% 794,041 89,393 11.26% City Attorney 4,619,355 4,760,193 573,378 12.05% 507,233 66,145 13.04% City Auditor 1,075,554 1,167,005 119,149 10.21% 106,870 12,279 11.49% Human Resources 5,470,869 5,734,767 691,064 12.05% 630,892 60,172 9.54% Finance 20,897,522 21,598,708 3,217,345 14.90% 3,693,355 (476,010) -12.89% Total General Government 61,454,371 63,550,870 10,699,075 16.84% 10,478,195 220,880 2.11% PUBLIC WORKS 30,216,576 31,422,593 4,695,964 14.94% 4,313,010 382,954 8.88% COMMUNITY DEVELOPMENT 6,039,535 6,237,266 856,944 13.74% 813,488 43,456 5.34% PARKS AND RECREATION 24,548,978 25,373,495 4,123,209 16.25% 3,854,407 268,802 6.97%

PUBLIC SAFETY
Fire 70,335,667 70,804,167 12,151,071 17.16% 12,075,616 75,455 0.62% Police 99,261,544 100,126,131 16,820,121 16.80% 14,738,053 2,082,068 14.13% Total Public Safety 169,597,211 170,930,298 28,971,192 16.95% 26,813,669 2,157,523 8.05% LIBRARY 12,178,570 12,300,254 2,072,909 16.85% 2,043,071 29,838 1.46% DEPARTMENTAL TOTAL 304,035,241 309,814,776 51,419,293 16.60% 48,315,840 3,103,453 6.42%

OTHER FINANCING USES
Operating Transfer Out - Miscellaneous 1,062,675 1,062,675 1,062,675 100.00% 626,778 435,897 69.55% Operating Transfer Out - Debt Services 1,406,979 1,406,979 1,406,979 100.00% 1,405,940 1,039 0.07% Operating Transfer Out - Maintenance Dtrct 1,079,493 1,079,493 1,079,493 100.00% 977,546 101,947 10.43% Operating Transfer Out - Cemetery 1,078,109 1,078,109 1,078,109 100.00% 823,000 255,109 31.00% Operating Transfer Out - CIP 6,352,233 6,772,581 6,772,581 100.00% 14,204,882 (7,432,301) -52.32% Operating Transfer Out - Reserves 17,649,996 17,649,996 17,649,996 100.00% - 17,649,996 N/A Total Other Financing Uses 28,629,485 29,049,833 29,049,833 100.00% 18,038,146 11,011,687 61.05% STADIUM OPERATION 20,359,841 20,489,508 2,553,646 12.46% 1,741,219 812,427 46.66% TOTAL GENERAL FUND 353,024,567$ 359,354,118$ 83,022,772$ 23.10% 68,095,205$ 14,927,567$ 21.92% Function

CITY OF SANTA CLARA

GENERAL FUND

EXPENDITURES OVERVIEW AND COMPARISON BY FUNCTION
FISCAL YEAR 2025/26 PY EXPENDITURES COMPARISON

8 City of Santa Clara
Financial Status Report as of August 31, 2025

General Fund Expenditures
Below is an explanation of certain budget to actual expenditure variances by program.

Non-Departmental: Includes expenditures that are not attributable to a single department, but a function of the City in general. Through August, expenditures totaled $4.7 million, or 23% of the budget.

These expenditures are above the par level of 16.7% due to insurance costs that were recorded at the beginning of the fiscal year. The insurance premiums were also higher than prior year levels as anticipated when the budget was developed. The payment recorded was for the City’s property insurance premium, which came in lower than budgeted; the spending in Non-Departmental is anticipated to level out through the year.

City Attorney: Actual expenditures through August totaled approximately $0.6 million, which is 12% of the budget, which is below par. Spending is higher than the total expenditures through the same time last fiscal year by 13% due to higher salaries and benefits costs.

City Clerk: Through August, actual expenditures were tracking below budget at $0.3 million or approximately 16% of the budget. This expenditure level reflects a 19.3% decrease compared to last fiscal year due to the lower software subscription costs.

City Council: Through August, expenditures of $0.2 million were at 15.5% of budget, which is below par. Compared to the same period through last fiscal year, this reflects a decrease in expenditures, resulting from lower spending for as-needed staff and operating supplies.

City Manager: The actual expenditures through August totaled $0.9 million, or 13.3% of the budget, which is below par for this time of the year. Expenditures are approximately 11.3% higher compared with the spending level through the same period last fiscal year. This is due to higher spend in the salaries and benefits and contractual services categories.

Community Development Department: This department consists of three divisions: Planning, Building, and Housing and Community Services. The Building Division of this department is reflected in the Building Development Services Fund, which falls under the special revenue section of this report.

Through August, departmental expenditures for the Planning and Housing and Community Services divisions totaled $0.9 million, or 13.7% of the budget, which is below par of 16.7%. This expenditure level is 5% above the prior year as a result of higher salaries and benefits spend.

Finance Department: Through August, the Department’s expenditures totaled $3.2 million, or 14.9% of the budget, which is below par. This expenditure level was approximately 12.9% lower compared to the same period last year. This decrease reflects lower contractual services costs.

Fire Department: Through August, actual expenditures totaled $12.2 million, or 17.2% of the budget, which is slightly above par. These expenditures are consistent with the spending level through the same period last fiscal year. Overtime expenditures are tracking at 36.3% of the budget, which is well above par for this time of year. Excluding reimbursable mutual aid-related overtime, which was only $300 in August, the departmental overtime remains at approximately 36.3% of the budget. While this

9 City of Santa Clara
Financial Status Report as of August 31, 2025

overtime figure is still above par, it is important to note that overtime is used to backfill for vacant positions and the vacancy savings offset a portion of the overtime costs.

Through August, absences are up 13% (from 13,637 to 15,434 hours) when compared with the prior fiscal year and remain above historical levels. Absences are trending high in the areas of vacation usage, sick leave, and industrial injury time. It is important to note that employees can elect for compensatory time over overtime pay when backfilling shift absences, which increases the need to backfill when the compensatory time is used. Through August, the compensatory time payouts total $451,345, which is above historical levels and 31% above the payouts of $343,615 experienced through August of last fiscal year. The Department will continue to monitor expenditures throughout the fiscal year, and any necessary budget adjustments will be brought forward for City Council consideration.

Library Department: Through August, actual expenditures totaled $2.1 million, or 16.9% of the budget, which is slightly above par, and 1.5% higher than expenditure levels last fiscal year. The slight increase in spending is mainly attributable to higher salaries and benefits costs.

Parks and Recreation Department: Through August, actual expenditures totaled $4.1 million, or

16.3% of the budget, which is at par, but 7% higher than prior year actuals of $3.9 million. This increase reflects higher spend in the salaries and benefits categories as well as maintenance costs.

Police Department: Expenditures through August are tracking at expected levels at $16.8 million, or

16.8% of the budget; this is approximately 14.1% higher prior year spending. The increase is mainly due to higher spend in the salaries and benefits categories.

Stadium Operation: Stadium operating expenditures are incurred first and billed on a reimbursement basis creating a timing difference in revenue recognition. Stadium expenditures of $2.6 million through August are tracking at 23.1% of the budget; this expenditure level is 46.7% above the prior fiscal year based on activity at the Stadium. Events at the Stadium through August include one soccer match, four concerts, and two preseason NFL games, and these costs are fully reimbursed by the Stadium Manager and the Stadium Authority. The Bay Area Host Committee also provides reimbursement for expenses incurred related to Super Bowl LX and FIFA World Cup 2026 planning costs.

10 City of Santa Clara
Financial Status Report as of August 31, 2025

Special Revenue Funds
The table below is a summary of revenues and expenditures of select Special Revenue Funds as of August 31, 2025. The amended budget reflects carryover encumbrances from fiscal year 2024/25 and budget amendments approved by the City Council through August 2025.

Both revenues and expenditures totaled approximately $4.9 million through the end of August and are tracking below par of 16.7%. Revenues in both the Building and Fire Development Services Funds are tracking above par but show a decrease when compared to last fiscal year due to lower collections in the plan check and sign fees and fire construction permit categories, respectively. The Housing and Urban Development Fund shows higher revenue collections and higher spend than last fiscal year as the Housing Division continues to spend down grant funding. In the Housing Successor Agency Fund, contractual services spend is higher than prior years.

Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 8/31/2025 Received 8/31/2024 Prior Year Change Building Development Services Fee
Fund
16,736,000$ 16,736,000$ 3,118,553$ 18.63% 3,284,465$ (165,912)$ -5.05% City Affordable Housing Fund 1,253,326 1,253,326 131,217 10.47% 130,925 292 0.22% Fire CUPA Fund 2,019,000 2,019,000 126,651 6.27% 0 126,651 N/A Fire Development Services Fee
Fund
3,429,000 3,429,000 749,973 21.87% 1,011,355 (261,382) -25.84% Housing and Urban Development 5,427,794 5,427,794 613,315 11.30% 71,219 542,096 761.17% Housing Authority Fund 281,088 281,088 8,946 3.18% 9,980 (1,034) -10.36% Housing Successor Fund 1,302,573 1,302,573 152,178 11.68% 178,501 (26,323) -14.75% TOTAL 30,448,781$ 30,448,781$ 4,900,833$ 16.10% 4,686,445$ 214,388$ 4.57% Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 8/31/2025 Use d 8/31/2024 Prior Year Change Building Development Services Fee
Fund
17,307,319$ 18,457,334$ 2,892,752$ 15.67% 2,643,001$ 249,751$ 9.45% City Affordable Housing Fund 6,984,995 7,292,572 236,512 3.24% 125,449 111,063 88.53% Fire CUPA Fund 1,779,867 1,779,867 181,975 10.22% 0 181,975 N/A Fire Development Services Fee
Fund
3,904,315 3,906,214 604,178 15.47% 580,151 24,027 4.14% Housing and Urban Development 5,427,794 7,126,175 718,517 10.08% 263,154 455,363 173.04% Housing Authority Fund 459,878 501,371 29,582 5.90% 33,244 (3,662) -11.02% Housing Successor Fund 1,127,973 1,347,976 194,838 14.45% 46,654 148,184 317.62% TOTAL 36,992,141$ 40,411,509$ 4,858,354$ 12.02% 3,691,653$ 1,166,701$ 31.60%

PRIOR YEAR EXPENDITURE COMPARISON

CITY OF SANTA CLARA

SPECIAL REVENUE FUNDS

REVENUE AND EXPENDITURES - OVERVIEW AND COMPARISON BY FUND REVENUE - FISCAL YEAR 2025/26 PRIOR YEAR REVENUE COMPARISON EXPENDITURES - FISCAL YEAR 2025/26

11 City of Santa Clara
Financial Status Report as of August 31, 2025

Internal Service Funds
The table below displays the expenditures in the internal service funds across the City. The amended budget reflects current year appropriations, prior year carryover, and budget amendments approved through August 2025. As of August 31, 2025, the internal service fund expenditures totaled $10.5 million, or 18.1% of the amended budget. The change in spend in the Special Liability Fund is due to higher insurance premium costs that were assumed in the development of the budget.

Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 8/31/2025 Use d 8/31/2024 Prior Year Change Communication Acquisitions Fund 1,064,336$ 1,642,638$ 130,274$ 7.93% -$ 130,274$ N/A Fleet Maintenance and Operations
Fund
6,757,227 7,116,065 1,067,035 14.99% 916,770 150,265 16.39% Information Technology Services
Fund
18,755,875 21,088,465 1,381,006 6.55% 1,459,986 (78,980) -5.41% Public Works Capital Projects
Management Fund
4,991,087 5,863,020 694,109 11.84% 699,573 (5,464) -0.78% Special Liability Fund 9,152,000 9,209,062 4,712,989 51.18% 3,231,128 1,481,861 45.86% Unemployment Insurance Fund 100,000 100,000 0 0.00% 24,637 (24,637) -100.00% Vehicle Replacement Fund 3,994,000 6,223,153 434,796 6.99% 623,068 (188,272) -30.22% Workers' Compensation Fund 6,858,000 6,858,000 2,114,868 30.84% 1,891,353 223,515 11.82% TOTAL 51,672,525$ 58,100,403$ 10,535,077$ 18.13% 8,846,515$ 1,688,562$ 19.09%

CITY OF SANTA CLARA

INTERNAL SERVICE FUNDS

EXPENDITURES - OVERVIEW AND COMPARISON BY FUND
EXPENDITURES - FISCAL YEAR 2025/26 PRIOR YEAR EXPENDITURE COMPARISON

12 City of Santa Clara
Financial Status Report as of August 31, 2025

Governmental Capital Improvement Funds
The table below lists the revenue for selected capital improvement funds. The amended budget reflects current year appropriations, prior year carryover, and budget amendments approved through August 2025. As of August 31, 2025, the capital fund revenue totaled approximately $1.3 million. In the Parks and Recreation Capital Fund, $0.4 million represents Quimby Act fees received, with interest earnings accounting for the remaining collections. The revenue collected in the Related Santa Clara Fund represents developer contributions. The revenue shown in the Storm Drain Capital Fund are customer service charges. The amount collected in the Tasman East Specific Infrastructure Fund is interest earnings, while the collections in the Streets and Highways Capital Fund are comprised of interest earnings, fees, and VTA Measure B proceeds.

Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 8/31/2025 Use d Parks & Recreation 500,000$ 284,469$ 784,469$ 658,941$ 84.00% Related Santa Clara Developer 803,406 - 803,406 235,000 29.25% Storm Drain 1,454,000 3,154,100 4,608,100 248,492 5.39% Streets & Highways 7,308,458 21,158,544 28,467,002 77,018 0.27% Tasman East Specific Infrastructure
Improvement Fund
- 3,734,932 3,734,932 35,309 0.95% TOTAL 10,065,864$ 28,332,045$ 38,397,909$ 1,254,760$ 3.27%

CITY OF SANTA CLARA

GOVERNMENTAL CAPITAL IMPROVEMENT FUNDS

REVENUE - OVERVIEW AND COMPARISON BY SELECTED FUND
REVENUE - FISCAL YEAR 2025/26

The table below lists the total amended budgeted amounts for expenditures in the Capital Improvement Funds. Similar to the revenue table, the amended expenditure budgets consist of current year appropriations, prior year carryover encumbrance balances in Governmental Capital Improvement Funds, and budget amendments approved through August 2025. As of August 31, 2025, capital fund expenditures totaled $5.0 million, or 2.9% of the amended budget, well below par of 16.7%.

As part of the adoption of the FY 2025/26 and FY 2026/27 biennial operating budget, capital funds were carried over for projects that were not anticipated to be completed by June 30, 2025. Necessary additional adjustments to the capital carryover amounts will be included as part of the Budgetary Year- End Report for FY 2024/25, anticipated to be brought forward for City Council approval in December 2025.

13 City of Santa Clara
Financial Status Report as of August 31, 2025

Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 8/31/2025 Use d Fire 528,065$ 1,843,700 2,371,765$ 58,308$ 2.46% General Gov't - Other 776,902 13,044,393 13,821,295 70,733 0.51% Library 21,804 650,322 672,126 3,634 0.54% Parks & Recreation 8,182,875 36,311,156 44,494,031 891,524 2.00% Public Buildings 497,511 7,897,509 8,395,020 1,201,036 14.31% Related Santa Clara Developer 803,406 263,001 1,066,407 104,092 9.76% Storm Drain 660,357 8,743,063 9,403,420 238,549 2.54% Streets & Highways 18,310,538 72,157,339 90,467,877 2,456,556 2.72% Tasman East Specific Infrastructure
Improvement Fund
1,433,038 2,827,188 4,260,226 3,130 0.07% TOTAL 31,214,496$ 143,737,671$ 174,952,167$ 5,027,562$ 2.87% EXPENDITURES - FISCAL YEAR 2025/26

CITY OF SANTA CLARA

SUMMARY OF EXPENDITURES

GOVERNMENTAL CAPITAL IMPROVEMENT FUNDS

14 City of Santa Clara
Financial Status Report as of August 31, 2025

Enterprise Funds
The table below is a summary of revenues and expenses for the Enterprise Operating Funds as of August 31, 2025. Overall, revenues and expenditures are tracking below budgeted levels.

Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 8/31/2025 received 8/31/2024 Prior Year Change Cemetery Fund 600,000$ 600,000$ 102,310$ 17.05% 87,644$ 14,666$ 16.73% Electric Utility Fund 1,128,195,241 1,128,195,241 88,675,000 7.86% 83,438,035 5,236,965 6.28% Sewer Utility Fund 52,407,375 52,407,375 6,260,081 11.95% 5,892,801 367,280 6.23% Solid Waste Utility Fund 42,287,613 42,287,613 5,024,907 11.88% 4,722,647 302,260 6.40% Water Recycling Fund 9,651,409 9,651,409 1,536,857 15.92% 1,487,367 49,490 3.33% Water Utility Fund 76,402,644 76,402,644 9,753,338 12.77% 9,200,104 553,234 6.01% TOTAL REVENUE 1,309,544,282$ 1,309,544,282$ 111,352,493$ 8.50% 104,828,598$ 6,523,895$ 6.22% Actual Actual $
Fund Adopted Amended Through Percentage Through Change From Percent Description Budget Budget 8/31/2025 Use d 8/31/2024 Prior Year Change Cemetery Fund 1,757,102$ 1,774,177$ 200,178$ 11.28% 181,850$ 18,328$ 10.08% Electric Utility Fund 712,617,141 723,672,626 110,632,290 15.29% 80,621,289 30,011,001 37.22% Sewer Utility Fund 43,738,253 44,110,349 10,191,475 23.10% 8,984,089 1,207,386 13.44% Solid Waste Utility Fund 42,061,065 46,374,375 5,613,481 12.10% 6,032,051 (418,570) -6.94% Water Recycling Fund 10,890,055 10,927,484 2,180,932 19.96% 258,109 1,922,823 744.97% Water Utility Fund 66,793,248 67,909,402 7,135,003 10.51% 6,607,417 527,586 7.98% TOTAL - Operating
Appropriations
877,856,864$ 894,768,413$ 135,953,359$ 15.19% 102,684,805$ 33,268,554$ 32.40%

CITY OF SANTA CLARA

ENTERPRISE OPERATING FUNDS

REVENUE AND EXPENSES - OVERVIEW AND COMPARISON BY FUND
REVENUE - FISCAL YEAR 2025/26 PRIOR YEAR REVENUE COMPARISON PRIOR YEAR EXPENSE COMPARISONEXPENDITURES - FISCAL YEAR 2025/26

Both revenue and expenditures are tracking higher than prior year levels.

Revenues in the electric (which also includes the Electric Debt Service Fund), water, sewer (which also includes the Sewer Debt Service Fund) and water recycling funds are primarily from customer service charges. The activity levels for these customer service charges also impact the resource and production costs on the expenditure side for these funds. In the Water Recycling Fund, higher customer service charges have been collected, with higher spend in the resource/production category due to timing of payments. In the Electric Utility Fund, the significant increase in spend is attributable to the salaries and benefits and resource/production categories, with revenue also tracking higher than prior years.

15 City of Santa Clara
Financial Status Report as of August 31, 2025

A summary of revenue and expenses in the Enterprise Capital Improvement Funds is detailed in the table below. Actual revenue through August 31, 2025, totaled $2.3 million, consisting primarily of developer contributions in the Electric Utility Fund and sewer fees in the Sewer Utility Fund. Enterprise capital fund expenses totaled $11.3 million, or 1.4% of the amended budget. Similar to the general government capital funds, capital funds were carried over from FY 2024/25 as part of the FY 2025/26 and FY 2026/27 budget adoption process for those projects that were not expected to be completed by June 30, 2025. Additional necessary adjustments to the capital carryover amounts based on actual year-end expenditures will be brought forward for City Council approval in December 2025, as part of the budgetary year-end report for FY 2024/25.

Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 8/31/2025 Use d Electric Utility Fund 25,505,075$ 24,039,903$ 49,544,978$ 1,697,562$ 3.43% Sewer Utility Fund - - - 636,694 N/A Solid Waste Utility Fund 258,000 246,500 504,500 - 0.00% TOTAL - Revenue 25,763,075$ 24,286,403$ 50,049,478$ 2,337,685$ 4.67% Actual
Fund Current Year Prior Year Total Amended Through Percentage Description Appropriation Carryforward Budget 8/31/2025 Use d Cemetery Fund -$ 270,489$ 270,489$ -$ 0.00% Convention Center Capital
Fund
- 2,509,218 2,509,218 - 0.00% Electric Utility Fund 369,266,575 351,029,528 720,296,103 8,286,061 1.15% Sewer Utility Fund 18,147,399 35,573,235 53,720,634 2,107,873 3.92% Solid Waste Utility Fund 812,000 131,477 943,477 196,435 20.82% Street Lighting (1) 125,000 7,161,945 7,286,945 350,514 4.81% Water Recycling Fund 50,000 - 50,000 - 0.00% Water Utility Fund 8,539,100 7,255,804 15,794,904 369,668 2.34%

TOTAL - CIP
Appropriations
396,940,075$ 403,931,695$ 800,871,770$ 11,310,551$ 1.41%

CITY OF SANTA CLARA

ENTERPRISE CAPITAL IMPROVEMENT FUNDS

SUMMARY OF EXPENDITURES
EXPENSES - FISCAL YEAR 2025/26

CITY OF SANTA CLARA

ENTERPRISE CAPITAL IMPROVEMENT FUNDS

REVENUE - OVERVIEW AND COMPARISON BY SELECTED FUND
REVENUE - FISCAL YEAR 2025/26

(1) Street Lighting fund is part of Electric Capital Improvement Funds

16 City of Santa Clara
Financial Status Report as of August 31, 2025

Fund Reserves
By policy, City Council established the City’s General Contingency Reserve, under which reserves for Budget Stabilization and Capital Projects were established. • Budget Stabilization Reserve is set aside for weathering economic downturns, emergency financial crisis, or disaster situations. The reserve target is equal to the expenditures of the City’s General Fund operations for three months (90-day or 25% General Fund Adopted Operating Budget).
• Capital Projects Reserve earmarks funds for the Capital Improvement Program.

Other General Reserves and Enterprise Fund Reserves included in this report are highlighted as follows:
• Technology Fee Reserve is set aside to update and/or replace the City’s aging technology and to ensure internal controls are in compliance with current business standard and legal requirements.
• Land Sale Reserve is net proceeds from the sale of City-owned land, with interest earned on these funds available to be appropriated for General Fund operating expenditures. This reserve is available for appropriation by City Council action.
• The Electric Utility Rate Stabilization Reserve and Operations and Maintenance Reserve ensures sufficient operating cash is available to cover day-to-day expenses, address unforeseen cost increases or revenue shortfalls, and ensure debt service coverage. • The Replacement and Improvement Reserve in the Water and Sewer Utility Funds is for future capital improvement.

The table below summarizes select reserve balances.

17 City of Santa Clara
Financial Status Report as of August 31, 2025

DETAIL OF SELECTED FUND RESERVE BALANCES:

GENERAL

FUND ELECTRIC WATER
B
udget Stabilization Reserve 80,900,000$
Capital Projects Reserve 8,834,572
Land Sale Reserve 10,343,105
Technology Fee Reserve 2,355,271
Electric Rate Stabilization Fund Reserve 78,000,000$
Electric Operations and Maintenance Reserve 377,000,000 Replacement & Improvement 303,090$
TOTALS 102,432,948$ 455,000,000$ 303,090$

CITY OF SANTA CLARA

RESERVE BALANCES
August 31, 2025

Donations to the City of Santa Clara
Donations received by department during the month of August 2025 and for fiscal year 2025/26 are shown in the table below.

Department Aug-25
Fis cal Year
2025/26
Y
ear To Date Designated Use
City Manager's Office 50 50 Help Your Neighbor Parks & Recreation 0 20,000 Case Management
Parks & Recreation 1,463 1,467 Roberta Jones Jr. Theatre Parks & Recreation 775 1, 100 Wade Brummal
TOTALS 2,288$ 22,617$

_____________________________________________________________________

MONTHLY INVESTMENT REPORT

August 2025

City of
Santa Clara
The Center of What 's Possible
5 Attachment B: Statement of Transactions 13

City of Santa Clara

Monthly Investment Report

TABLE OF CONTENTS

Page #

1 Summary of Investment Portfolio

1 2 Summary of Investments 5
3 Investment Maturity Distribution Schedule 6
4 Attachment A: Investment Inventory With Market Value 7

1 CITY OF SANTA CLARA

SUMMARY OF INVESTMENT PORTFOLIO

All securities held by the City of Santa Clara as of August 31, 2025 were in compliance with the City's Investment Policy Statement regarding current market strategy and long-term goals and objectives. All securities held are rated A or higher by two nationa lly recognized rating agencies. There is adequate cash flow and maturity of investments to meet the City’s needs for the next six months.

The following table provides the breakdown of the total portfolio among the City, the Sports and Open Space Authority (SOSA), and the Housing Authority (HA) as of August 31, 2025.

On August 31, 2025 the cost value and market value of the City's unrestricted pooled investment portfolio were $1,438,968,808 and $1,450,704,753 respectively.

Investment Strategy and Market Update
Chair Powell noted tariff-driven price pressures are likely to be temporary and result in a one-time upward shift in price levels, although the timing and impact may be uneven. Powell’s comments suggest the Fed may be shifting its focus to the weakening labor market.

The August jobs report once again surprised to the downside with 22,000 new jobs created. Meanwhile, the unemployment rate rose to 4.3%. Given the continued deterioration in employment data, the market now fully expects the Fed to cut rates in September.

The Consumer Price Index (CPI) remained steady at 2.7% on a year-over-year basis. Goods prices continue to show uneven tariff passthroughs as inventory buffers are depleted while services inflation was driven by volatile categories such as airfares and dental services. The Fed remains focused on ensuring tariff-based goods inflation does not spill over into the broader economy.

Second quarter gross domestic product (GDP) was revised higher to 3.3% on stronger consumer spending and business investment.

While the data still points to a moderation in activity compared to last year, the slowdown may not be as severe as originally feared.

Yields on 3-month, 2-year, and 10-year U.S. Treasuries fell across the curve and ended August at 4.15%, 3.62%, and 4.23%, representing decreases of 19 basis points (bps), 34 bps, and 15 bps, respectively. The yield curve steepened as the yield difference between 2- and 10-year maturities breached 60 bps for the first time since mid-April.

While yields inside of 10 years fell over the month, the 30-yearTreasury rose 3 bps and ended August at 4.93%, reflecting marke t concerns over inflation, the U.S. fiscal situation, and the potential loss of Fed independence.

Fixed income indices produced strong returns for the month. The ICE BofA 3-month, 2-year, and 10-year U.S. Treasury indices returned +0.39%, +0.87%, and +1.55%, respectively.

COST VALUE PERCENTAGE
City $1,437,862,660 99.92%
SOSA 15,990 0.00%
HA 1,090,158 0.08% Unrestricted $1,438,968,808 100.00%
Restricted Bond Proceeds 2,440,034 Total Investments $1,441,408,842
2 The City's investment strategy for August 2025 was to invest funds not required to meet current obligations, in securities listed in the prevailing Investment Policy Statement, with maturities not to exceed five years from date of purchase. This strategy ensures safety of the City’s funds, provides liquidity to meet the City’s cash needs, and earns a reasonable portfolio return. PFM Asset Management LLC began actively managing the City’s securities portfolio on September 1, 2020.

As of August 31, 2025, 47.97% of the City’s portfolio consists of U.S. Treasury Notes, 17.85% consists of California Asset Management Program (CAMP), 17.16% consists of investment grade Corporate Notes, 7.97% consists of investment grade Asset- Back Securities, 7.90% consists of investment grade Mortgage-Back ed Securities, 0.52% consists of Negotiable Certificates of Deposit, and 0.44% consists of Local Agency Investment Fund (LAIF). In addition, City bond proceeds are invested in separate funds and are not included in the calculation of the City’s portfolio yield.

U.S. Treasury Notes

47.97%
Corporate Notes

17.16%
Asset‐Backed Securities

7.97%
Negotiable Certificates of
Deposit

0.52%
Mortgage‐Backed Securities

7.90%
Money Market Fund

0.02%
Local Agency
Investment Fund (LAIF)

0.44%
California Asset Management Program
(CAMP)

17.85%
Mutual Fund ‐ Traffic Mitigation
Bond Proceeds

0.17%
3 The City’s securities portfolio is benchmarked against the ICE BAML 1-5 US Treasury Index.

4.16%

4.25%

4.38%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%
Securities Portfolio Yield at Cost vs Index 24‐Month Average of Yield at Market Securities Portfolio (yield at cost)
City's Benchmark Index (24‐month rolling average market yield) BofA 1‐5 AAA‐A Corp & Gov't Index (24‐month rolling average market yield) 4 The following table summarizes the investment yields other information of the City’s investment portfolio components, along with comparable-maturity market indices. Also shown are the monthly interest income and aggregate year-to-date income.

Current Month
8/31/2025
Investment Yield
Liquidity Portfolio1 4.36%
LAIF average monthly yield 4.25%

Securities Portfolio2 4.16%
ICE BAML 1‐5 US Treasury Index (24‐month rolling average market yield) 4.25% ICE BAML 1‐5 AAA‐A US Corporate & Government Index (24‐month rolling average market yield)

4.38%

City Portfolio (Liquidity + Securities) 4.19%

Investment Total Return*
Securities Portfolio 1.05%
ICE BAML 1‐5 US Treasury Index 1.05%
ICE BAML 1‐5 AAA‐A US Corporate & Government Index 1.05%

Average Maturity of Investments (in years)
Liquidity Portfolio1 0.10
Securities Portfolio2 2.90
City Portfolio (Liquidity + Securities) 2.37
ICE BAML 1‐5 US Treasury Index 2.74
ICE BAML 1‐5 AAA‐A US Corporate & Government Index 2.78

Cash Interest Income Current Month3 $4,267,072
Cash Interest Income Fiscal Year‐To‐Date3 $8,041,595

1. Consists of CAMP Pool, LAIF, Dreyfus Traffic Mitigation Fund, & Principal Sweep Account

2. Core long term portfolio managed by PFM Asset Management

3. Cash basis
* Total rate of return including earnings, distributions, and capital appreciation/depreciation of all portfolio assets

5 CITY OF SANTA CLARA
SUMMARY OF INVESTMENTS AUGUST 31, 2025

PER
COST % OF INVESTMENT

INVESTMENT TYPE

VALUE PORTFOLIO POLICY

U.S. Treasury Notes 691,506,711 47.97% No Limit Corporate Notes 247,320,879 17.16% 25%
Asset-Backed Securities 114,819,334 7.97% 10% Negotiable Certificates of Deposit 7,500,000 0.52% 30% Mortgage-Backed Securities 113,810,961 7.90% 15% Money Market Fund 234,920 0.02% 10% Per Fund Local Agency Investment Fund (LAIF) 6,279,027 0.44% $75 M California Asset Management Program (CAMP) 257,496,976 17.85% No Limit Mutual Fund - Traffic Mitigation Bond Proceeds 2,440,034 0.17% 10% Per Fund TOTAL INVESTMENTS $ 1,441,408,842 100.00%

6 INVESTMENT MATURITY DISTRIBUTION
AS OF AUGUST 31, 2025

UNRESTRICTED POOLED PORTFOLIO

MATURITY NUMBER OF
(IN MONTHS) COST VALUE INVESTMENTS DISTRIBUTION

DEMAND (a) $ 194,010,923 (a) 3 13.48%
0 TO 6 94,337,194 9 6.56%
7 TO 12 21,761,347 4 1.51%
13 TO 18 104,011,863 12 7.23%
19 TO 24 163,316,113 20 11.35%
25 TO 30 172,342,324 23 11.98%
31 TO 36 138,678,191 27 9.64%
37 TO 42 151,728,780 24 10.54%
43 TO 48 166,546,126 24 11.57%
49 TO 54 135,952,455 24 9.45%
55 TO 60 96,283,492 16 6.69%

TOTAL $ 1,438,968,808 186 100.00%
Average Maturity of Unrestricted Pool: 2.37 Years

(a) $20 million is earmarked for the City's Electric Utility power-trading.

0%
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
22%
24%

INVESTMENT MATURITY DISTRIBUTION

UNRESTRICTED POOLED PORTFOLIO
AS OF AUGUST 31, 2025
City of Santa Clara Monthly Report
8/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L UNITED STATES TREASURY 9/15/2023 4.625% 9/15/2026 91282CHY0 2,515,000.00 AA+ 11/21/ 2024 2,517,722.77 4.32% 2 ,534,793.05 17,070.28 UNITED STATES TREASURY 10/16/2023 4.625% 10/15/2026 91282CJC6 9,975,000.00 AA+ 1/13/ 2025 10,019,809.57 4.35% 10,061,483.25 41,673.68 UNITED STATES TREASURY 11/15/2023 4.625% 11/15/2026 91282CJK8 24,250,000.00 AA+ 11/20/ 2024 24,413,876.95 4.27% 24,478,192.50 64,315.55 UNITED STATES TREASURY 11/15/2023 4.625% 11/15/2026 91282CJK8 13,925,000.00 AA+ 10/16/ 2024 14,115,380.86 3.93% 14,056,034.25 -59,346.61 UNITED STATES TREASURY 12/15/2023 4.375% 12/15/2026 91282CJP7 12,575,000.00 AA+ 6/2/ 2025 12,642,295.90 4.01% 12,667,300.50 25,004.60 UNITED STATES TREASURY 12/15/2023 4.375% 12/15/2026 91282CJP7 11,110,000.00 AA+ 12/18/ 2024 11,138,642.97 4.24% 11,191,547.40 52,904.43 UNITED STATES TREASURY 1/31/2025 4.125% 1/31/2027 91282CMH 1 4,065,000.00 AA+ 2/3/2025 4,058,013.28 4.22% 4,085,162.40 27,149.12 UNITED STATES TREASURY 1/31/2025 4.125% 1/31/2027 91282CMH 1 2,400,000.00 AA+ 2/18/2025 2,394,281.25 4.25% 2,411,904.00 17,622.75 UNITED STATES TREASURY 2/15/2024 4.125% 2/15/2027 91282CKA8 12,205,000.00 AA+ 12/19/2024 12,180,208.59 4.22% 12,269,320.35 89,111.76 UNITED STATES TREASURY 4/15/2024 4.500% 4/15/2027 91282CKJ 9 21,925,000.00 AA+ 11/20/2024 22, 050,041.02 4.25% 22,198,185.50 148,144.48 UNITED STATES TREASURY 5/15/2017 2.375% 5/15/2027 912828X88 5,400,000.00 AA+ 8/8/2022 5,248,546.88 3.01% 5,285,250.00 36,703.12 UNITED STATES TREASURY 5/15/2024 4.500% 5/15/2027 91282CKR 1 15,280,000.00 AA+ 12/18/2024 15, 373,112.50 4.23% 15,483,529.60 110,417.10 UNITED STATES TREASURY 5/15/2024 4.500% 5/15/2027 91282CKR 1 2,200,000.00 AA+ 9/17/2024 2,257,492.19 3.46% 2,229,304.00 -28,188.19 UNITED STATES TREASURY 6/17/2024 4.625% 6/15/2027 91282CKV2 27,665,000.00 AA+ 9/27/2024 28, 426,868.16 3.55% 28, 117,876.05 -308,992.11 UNITED STATES TREASURY 6/17/2024 4.625% 6/15/2027 91282CKV2 10,000,000.00 AA+ 10/16/2024 10, 188,671.88 3.87% 10,163,700.00 -24,971.88 UNITED STATES TREASURY 6/17/2024 4.625% 6/15/2027 91282CKV2 5,020,000.00 AA+ 10/22/2024 5,102,947.66 3.96 % 5,102,177.40 -770.26 UNITED STATES TREASURY 8/1/2022 2.750% 7/31/2027 91282CFB 2 9,350,000.00 AA+ 9/14/2022 8,996,818.36 3.60% 9,195,538.00 198,719.64 UNITED STATES TREASURY 8/15/1997 6.375% 8/15/2027 912810FA1 9,390,000.00 AA+ 10/ 5/2023 9,913,052.34 4.78% 9,878,561.70 -34,490.64 UNITED STATES TREASURY 8/15/2017 2.250% 8/15/2027 9128282R0 4,540,000.00 AA+ 9/6/2022 4,304,310.16 3.40% 4,421,869.20 117,559.04 UNITED STATES TREASURY 9/30/2022 4.125% 9/30/2027 91282CFM8 7,495,000.00 AA+ 10/11/2024 7,546,528.13 3.88% 7 ,570,549.60 24,021.47 UNITED STATES TREASURY 9/30/2022 4.125% 9/30/2027 91282CFM8 3,785,000.00 AA+ 11/3/2022 3,760,308.79 4.27% 3,823,152.80 62,844.01 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU 0 42,865,000.00 AA+ 3/6/2025 43,036,439.69 4.02% 43,312,081.95 275,642.26 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU 0 16,115,000.00 AA+ 9/17/2024 16, 442,335.94 3.43% 16, 283,079.45 -159,256.49 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU 0 18,960,000.00 AA+ 10/11/2024 19,088,128.13 3.89% 19,157,752.80 69,624.67 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU 0 4,255,000.00 AA+ 12/13/2022 4,309,517.19 3.83% 4,299,379.65 -10,137.54 UNITED STATES TREASURY 10/31/2022 4.125% 10/31/2027 91282CFU 0 4,750,000.00 AA+ 1/31/2023 4,833,310.55 3.72% 4,799,542.50 -33,768.05 UNITED STATES TREASURY 11/17/1997 6.125% 11/15/2027 912810FB9 3,100,000.00 AA+ 7/ 24/2024 3,288,058.59 4.14% 3 ,266,036.00 -22,022.59 UNITED STATES TREASURY 11/30/2022 3.875% 11/30/2027 91282CFZ9 7,130,000.00 AA+ 9/5/2024 7,182,917.97 3.63% 7,169,856.70 -13,061.27 UNITED STATES TREASURY 1/3/2023 3.875% 12/31/2027 91282CGC9 7,325,000.00 AA+ 2/8/ 2023 7,335,270.52 3.85% 7 ,369,096.50 33,825.98 UNITED STATES TREASURY 1/3/2023 3.875% 12/31/2027 91282CGC9 4,850,000.00 AA+ 2/2/ 2023 4,906,078.13 3.62% 4 ,879,197.00 -26,881.13 UNITED STATES TREASURY 1/3/2023 3.875% 12/31/2027 91282CGC9 5,475,000.00 AA+ 1/31/ 2023 5,518,415.04 3.70% 5 ,507,959.50 -10,455.54 UNITED STATES TREASURY 1/3/2023 3.875% 12/31/2027 91282CGC9 7,175,000.00 AA+ 9/27/ 2024 7,247,030.27 3.54% 7 ,218,193.50 -28,836.77 UNITED STATES TREASURY 1/31/2023 3.500% 1/31/ 2028 91282CGH8 855,000.00 AA+ 5/ 16/2023 855,400.78 3.49 % 853,033.50 -2,367.28 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 8,080,000.00 AA+ 1/26/ 2024 8,002,541.98 4.05% 8 ,157,648.80 155,106.82 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 2,450,000.00 AA+ 3/7/ 2023 2,422,820.31 4.25% 2 ,473,544.50 50,724.19 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 5,215,000.00 AA+ 10/11/2024 5,230,685.74 3.90% 5 ,265,116.15 34,430.41 UNITED STATES TREASURY 2/28/2023 4.000% 2/29/2028 91282CGP0 7,360,000.00 AA+ 5/16/ 2023 7,532,500.00 3.46% 7 ,430,729.60 -101,770.40 UNITED STATES TREASURY 3/31/2023 3.625% 3/31/2028 91282CGT2 2,680,000.00 AA+ 5/4/ 2023 2,691,241.91 3.42% 2 ,682,304.80 -8,937.11 UNITED STATES TREASURY 5/1/2023 3.500% 4/30/2028 91282CHA2 5,075,000.00 AA+ 5/2/ 2023 5,042,488.28 3.64% 5 ,062,515.50 20,027.22 UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 11,735,000.00 AA+ 6/5/ 2023 11,695,577.73 3.70% 11,744,622.70 49,044.97 UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 10,115,000.00 AA+ 3/3/ 2025 10,002,391.60 3.99% 10,123,294.30 120,902.70 UNITED STATES TREASURY 5/31/2023 3.625% 5/31/2028 91282CHE4 8,285,000.00 AA+ 1/26/ 2024 8,149,074.22 4.04% 8 ,291,793.70 142,719.48 UNITED STATES TREASURY 6/30/2023 4.000% 6/30/2028 91282CHK0 6,025,000.00 AA+ 7/10/ 2023 5,934,570.68 4.36% 6 ,092,299.25 157,728.57 UNITED STATES TREASURY 7/31/2023 4.125% 7/31/2028 91282CHQ7 4,950,000.00 AA+ 8/2/2023 4,921,962.89 4.25% 5 ,022,715.50 100,752.61 UNITED STATES TREASURY 8/31/2023 4.375% 8/31/2028 91282CHX2 7,940,000.00 AA+ 1/26/2024 8,054,137.50 4.03% 8 ,115,553.40 61,415.90 UNITED STATES TREASURY 8/31/2023 4.375% 8/31/2028 91282CHX2 1,735,000.00 AA+ 8/31/2023 1,742,726.17 4.28% 1 ,773,360.85 30,634.68 9/12/2025 1:56 PM 1 of 6
Attachment A
City of Santa Clara Monthly Report
8/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L UNITED STATES TREASURY 10/31/2023 4.875% 10/31/2028 91282CJF9 5,900,000.00 AA+ 1/4/ 2024 6,140,839.84 3.94% 6 ,122,843.00 -17,996.84 UNITED STATES TREASURY 10/31/2023 4.875% 10/31/2028 91282CJF9 5,160,000.00 AA+ 1/8/ 2024 5,355,717.19 4.00 % 5,354,893.20 -823.99 UNITED STATES TREASURY 11/16/1998 5.250% 11/15/2028 912810FF0 11,160,000.00 AA+ 9/17/2024 11, 969,100.00 3.37% 11, 707,509.60 -261,590.40 UNITED STATES TREASURY 11/30/2023 4.375% 11/30/2028 91282CJN2 8,025,000.00 AA+ 1/26/ 2024 8,150,704.10 4.01% 8 ,213,748.00 63,043.90 UNITED STATES TREASURY 1/2/2024 3.750% 12/31/2028 91282CJR 3 14,950,000.00 AA+ 1/19/2024 14,770,132.81 4.02% 15,017,125.50 246,992.69 UNITED STATES TREASURY 1/2/2024 3.750% 12/31/2028 91282CJR 3 6,250,000.00 AA+ 1/4/2024 6,202,148.44 3.92% 6,278,062.50 75,914.06 UNITED STATES TREASURY 1/31/2024 4.000% 1/31/2029 91282CJW 2 6,400,000.00 AA+ 2/13/2024 6,367,750.00 4.11% 6,480,256.00 112,506.00 UNITED STATES TREASURY 1/31/2024 4.000% 1/31/2029 91282CJW 2 4,735,000.00 AA+ 9/5/2024 4,814,348.24 3.58% 4,794,376.90 -19,971.34 UNITED STATES TREASURY 1/31/2024 4.000% 1/31/2029 91282CJW 2 5,030,000.00 AA+ 2/14/2024 4,968,107.42 4.28% 5,093,076.20 124,968.78 UNITED STATES TREASURY 2/16/1999 5.250% 2/15/2029 912810FG8 8,610,000.00 AA+ 7/24/2024 9,040,500.00 4.04% 9,089, 577.00 49,077.00 UNITED STATES TREASURY 2/29/2024 4.250% 2/28/2029 91282CKD 2 4,375,000.00 AA+ 9/27/2024 4,498,046.88 3.56% 4,466,437.50 -31,609.38 UNITED STATES TREASURY 2/29/2024 4.250% 2/28/2029 91282CKD 2 2,850,000.00 AA+ 3/7/2024 2,867,923.83 4.11% 2,909,565.00 41,641.17 UNITED STATES TREASURY 4/1/2024 4.125% 3/31/2029 91282CKG 5 10,050,000.00 AA+ 4/11/2024 9,938,900.39 4.37% 10,220,749.50 281,849.11 UNITED STATES TREASURY 4/30/2024 4.625% 4/30/2029 91282CKP5 16,425,000.00 AA+ 4/30/2024 16,412,167.97 4.64% 16,985,749.50 573,581.53 UNITED STATES TREASURY 4/30/2024 4.625% 4/30/2029 91282CKP5 5,625,000.00 AA+ 8/2/2024 5,809,570.31 3.86% 5,817,037.50 7,467.19 UNITED STATES TREASURY 5/31/2024 4.500% 5/31/2029 91282CKT 7 4,950,000.00 AA+ 6/7/2024 4,993,892.58 4.30% 5,099,638.50 105,745.92 UNITED STATES TREASURY 7/1/2024 4.250% 6/30/2029 91282CKX 8 24,360,000.00 AA+ 9/5/2024 25, 072,406.07 3.58% 24, 893,727.60 -178,678.47 UNITED STATES TREASURY 7/1/2024 4.250% 6/30/2029 91282CKX 8 1,100,000.00 AA+ 8/15/2024 1,128,316.41 3.67% 1,124,101.00 -4,215.41 UNITED STATES TREASURY 7/1/2024 4.250% 6/30/2029 91282CKX 8 16,955,000.00 AA+ 7/3/2024 16,858,965.82 4.38% 17,326,484.05 467,518.23 UNITED STATES TREASURY 7/1/2024 4.250% 6/30/2029 91282CKX 8 7,590,000.00 AA+ 7/3/2024 7,538,411.72 4.40% 7,756,296.90 217,885.18 UNITED STATES TREASURY 7/31/2024 4.000% 7/31/2029 91282CLC3 9,575,000.00 AA+ 9/17/2024 9,819,237.30 3.43% 9 ,701,390.00 -117,847.30 UNITED STATES TREASURY 8/31/2022 3.125% 8/31/2029 91282CFJ5 10,650,000.00 AA+ 9/27/2024 10,429,095.70 3.59% 10,450,312.50 21,216.80 UNITED STATES TREASURY 9/3/2024 3.625% 8/31/2029 91282CLK5 12,700,000.00 AA+ 9/5/ 2024 12,736,214.84 3.56% 12,694,031.00 -42,183.84 UNITED STATES TREASURY 9/3/2024 3.625% 8/31/2029 91282CLK5 1,870,000.00 AA+ 9/3/ 2024 1,864,156.25 3.69% 1 ,869,121.10 4,964.85 UNITED STATES TREASURY 9/30/2024 3.500% 9/30/2029 91282CLN9 5,575,000.00 AA+ 10/10/ 2024 5,481,792.97 3.87% 5 ,545,173.75 63,380.78 UNITED STATES TREASURY 9/30/2024 3.500% 9/30/2029 91282CLN9 5,185,000.00 AA+ 10/8/2024 5,101,756.45 3.86% 5 ,157,260.25 55,503.80 UNITED STATES TREASURY 10/31/2024 4.125% 10/31/2029 91282CLR0 3,175,000.00 AA+ 10/31/ 2024 3,172,395.51 4.14% 3 ,232,435.75 60,040.24 UNITED STATES TREASURY 10/31/2024 4.125% 10/31/2029 91282CLR0 1,140,000.00 AA+ 11/15/ 2024 1,131,539.06 4.29% 1 ,160,622.60 29,083.54 UNITED STATES TREASURY 12/2/2024 4.125% 11/30/2029 91282CMA6 13,100,000.00 AA+ 12/6/2024 13,123,539.06 4.08% 13,339,992.00 216,452.94 UNITED STATES TREASURY 12/2/2024 4.125% 11/30/2029 91282CMA6 2,700,000.00 AA+ 12/31/2024 2,672,472.66 4.36% 2 ,749,464.00 76,991.34 UNITED STATES TREASURY 12/2/2024 4.125% 11/30/2029 91282CMA6 5,200,000.00 AA+ 12/13/2024 5,178,265.63 4.22% 5,295,264.00 116,998.37 UNITED STATES TREASURY 1/31/2025 4.250% 1/31/2030 91282CMG 3 5,100,000.00 AA+ 2/5/2025 5,081,200.85 4.33% 5,220,156.00 138,955.15 UNITED STATES TREASURY 1/31/2025 4.250% 1/31/2030 91282CMG3 10,000.00 AA+ 1/31/2025 9,970.70 4.32% 10,235.60 264.90 UNITED STATES TREASURY 1/31/2025 4.250% 1/31/2030 91282CMG 3 1,115,000.00 AA+ 2/6/2025 1,115,261.33 4.24% 1,141,269.40 26,008.07 UNITED STATES TREASURY 2/28/2023 4.000% 2/28/2030 91282CGQ8 6,085,000.00 AA+ 3/6/2025 6,054,099.61 4.11% 6,170,311.70 116,212.09 UNITED STATES TREASURY 5/31/2023 3.750% 5/31/2030 91282CHF1 3,945,000.00 AA+ 6/5/ 2025 3,900,310.55 4.00% 3 ,955,493.70 55,183.15 UNITED STATES TREASURY 7/31/2025 3.875% 7/31/2030 91282CNN7 5,325,000.00 AA+ 8/28/2025 5,362,441.41 3.72% 5,367,866.25 5,424.84 UNITED STATES TREASURY 7/31/2025 3.875% 7/31/2030 91282CNN7 4,250,000.00 AA+ 8/20/2025 4,260,458.98 3.82% 4,284,212.50 23,753.52 U.S. Treasury Bond / Note Subtotal 686,770,000.00 691,506,710.90 695,672,006.70 4,165,295.80 FANNIE MAE-ACES 7/1/2023 4.190% 7/1/2028 3136BQDE6 8,355,776.17 AA+ 11/30/ 2023 8,031,663.10 5.14% 8 ,413,013.26 381,350.16 FANNIE MAE-ACES 7/1/2023 4.190% 7/1/2028 3136BQDE6 7,257,588.47 AA+ 7/31/ 2023 7,134,549.67 4.58% 7 ,307,302.94 172,753.27

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 1/1/2017 3.347% 11/1/2026 3137BTU M1 5,133,438.28 AA+ 5/24/2023 4,975,424.66 4.29% 5,072,299.03 96,874.37 9/12/2025 1:56 PM 2 of 6
Attachment A
City of Santa Clara Monthly Report
8/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 5/1/2017 3.224% 3/1/2027 3137BXQY1 8,000,000.00 AA+ 8/18/ 2023 7,546,250.00 4.94% 7 ,902,880.00 356,630.00

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2017 3.243% 4/1/2027 3137F1G44 4,545,000.00 AA+ 8/18/ 2023 4,285,260.35 4.93% 4 ,486,460.40 201,200.05

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 8/1/2017 3.117% 6/1/2027 3137F2LJ3 6,525,000.00 AA+ 8/22/ 2023 6,101,894.53 4.97% 6 ,427,516.50 325,621.97

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2023 4.819% 6/1/2028 3137HAC X2 7,500,000.00 AA+ 7/20/2023 7,574,910.00 4.59% 7 ,645,875.00 70,965.00

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2023 4.777% 6/1/2028 3137HAD 45 6,001,656.80 AA+ 7/27/2023 6,001,506.78 4.78% 6,052,190.75 50,683.97

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 10/1/2023 4.740% 8/1/2028 3137HAQ 74 5,750,000.00 AA+ 10/19/2023 5, 623,868.00 5.25% 5,870,692.50 246,824.50

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 2/1/2025 4.850% 1/1/2030 3137HJZ Y6 9,019,000.00 AA+ 2/27/2025 9,076,532.20 4.70% 9,289,750.38 213,218.18

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 4/1/2025 4.478% 1/1/2030 3137HKQ C1 10,570,000.00 AA+ 4/10/2025 10,643,049.27 4.32% 10,735,314.80 92,265.53

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 4/1/2025 4.410% 1/1/2030 3137HKX J8 4,010,000.00 AA+ 4/24/2025 4,009,859.65 4.41% 4,063,573.60 53,713.95

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 3/1/2025 4.430% 2/1/2030 3137HKPF 5 5,960,000.00 AA+ 3/20/2025 5,959,934.44 4.43% 6,045,049.20 85,114.76

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 5/1/2025 4.513% 2/1/2030 3137HLJA1 4,285,000.00 AA+ 5/29/ 2025 4,284,880.02 4.51% 4 ,357,930.70 73,050.68

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 6/1/2025 4.348% 2/1/2030 3137HLXV9 11,370,000.00 AA+ 6/12/ 2025 11,369,590.68 4.35% 11,494,501.50 124,910.82

FHLMC MULTIFAMILY
STRUCTURED PASS THROU 7/1/2025 4.329% 6/1/2030 3137HMC 65 11,192,000.00 AA+ 7/17/2025 11, 191,787.35 4.33% 11,311,866.32 120,078.97 Federal Agency Commercial
Mortgage-Backed Security Subtotal 115,474,459.72 113,810, 960.70 116,476,216.88 2,665,256.18 ADOBE INC 4/4/2024 4.800% 4/4/2029 00724PAF 6 1,635,000.00 A+ 4/4/2024 1,632,563.85 4.83% 1,680,485.70 47,921.85 ADOBE INC 4/4/2024 4.800% 4/4/2029 00724PAF 6 1,340,000.00 A+ 4/4/2024 1,337,762.20 4.84% 1,377,278.80 39,516.60 ALPHABET INC 8/9/2016 1.998% 8/15/2026 02079KAC 1 5,740,000.00 AA+ 1/30/2023 5,354,386.80 4.05% 5,633,063.80 278,677.00 AMAZON.COM INC 4/13/2022 3.300% 4/13/2027 023135CF1 6,715,000.00 AA 4/25/2022 6,672,964.10 3.44% 6,660,205.60 -12,758.50 ASTRAZENECA FINANCE LLC 2/26/2024 4.850% 2/26/2029 04636NAL 7 8,500,000.00 A+ 6/27/2025 8,689,040.00 4.19% 8 ,728,820.00 39,780.00 BANK OF NY MELLON CORP 1/28/2021 0.750% 1/28/2026 06406RAQ 0 9,000,000.00 A 2/10/2021 9,025,920.00 0.69% 8, 869,590.00 -156,330.00 BANK OF NY MELLON CORP 4/22/2025 4.729% 4/20/2029 06405LAH4 8,000,000.00 AA- 4/28/2025 8,093,600.00 4.40% 8,131, 920.00 38,320.00 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,086,055.80 3.50% 4,098,558.60 12,502.80 BLACKROCK INC 3/28/2017 3.200% 3/15/2027 09247XAN1 4,140,000.00 AA- 5/18/2022 4,085,352.00 3.50% 4,098,558.60 13,206.60 BLACKROCK INC 3/14/2024 4.700% 3/14/2029 09290DAA9 2,924,000.00 AA- 4/11/2024 2,911,222.12 4.80% 2,996,485.96 85,263.84 BLACKROCK INC 3/14/2024 4.700% 3/14/2029 09290DAA9 350,000.00 AA- 3/14/2024 349,366.50 4.74% 358,676.50 9,310.00 BOFA SECURITIES INC. 8/18/2023 5.526% 8/18/2026 06428CAA2 4,000,000.00 A+ 8/18/2023 3,998,360.00 5.54% 4,050,080.00 51,720.00 BOFA SECURITIES INC. 4/22/2021 1.734% 7/22/2027 06051GJS 9 1,420,000.00 A- 8/10/2022 1,281,251.80 3.92% 1,387,609.80 106,358.00 BOFA SECURITIES INC. 1/24/2025 4.979% 1/24/2029 06051GMK 2 4,980,000.00 A- 4/2/2025 5,035,178.40 4.66% 5,068,644.00 33,465.60 BRISTOL-MYERS SQUIBB CO 11/13/2020 0.750% 11/13/2025 110122DN5 5,725,000.00 A 6/30/2021 5,672,67 3.50 0.96% 5,685, 497.50 12,824.00 CISCO SYSTEMS INC 2/24/2025 4.750% 2/24/2030 17275RBX 9 10,000,000.00 AA- 4/22/2025 10,124,500.00 4.46% 10,275,000.00 150,500.00 CISCO SYSTEMS INC 2/24/2025 4.750% 2/24/2030 17275RBX 9 6,800,000.00 AA- 4/30/2025 6,955,924.00 4.22% 6,987,000.00 31,076.00 CITIGROUP GLOBAL MARKETS 9/29/2023 5.803% 9/29/2028 17325FBB3 11,225,000.00 A+ 9/ 29/2023 11,225,000.00 5.80% 11,765,259.25 540,259.25 ELI LILLY & COMPANY 2/12/2025 4.550% 2/12/2028 532457CU0 6,500,000.00 A+ 6/27/2025 6,578,910.00 4.06% 6,600,815.00 21,905.00 ELI LILLY & COMPANY 8/14/2024 4.200% 8/14/2029 532457CQ9 1,555,000.00 A+ 8/14/2024 1,557,643.50 4.16% 1,568,730.65 11,087.15 9/12/2025 1:56 PM 3 of 6
Attachment A
City of Santa Clara Monthly Report
8/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L ELI LILLY & COMPANY 8/14/2024 4.200% 8/14/ 2029 532457CQ9 445,000.00 A+ 8/14/ 2024 444,025.45 4.25% 448,929.35 4,903.90 GOLDMAN SACHS BANK USA 5/21/2024 5.414% 5/21/2027 38151LAG5 8,750,000.00 A+ 5/22/2025 8,805,037.50 5.08% 8,813,700.00 8,662.50 JOHN DEERE CAPITAL CORP 6/17/2021 1.050% 6/17/2026 24422EVR 7 5,000,000.00 A 12/8/2021 4, 908,600.00 1.47% 4,884,100.00 -24,500.00 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/2028 24422EXB0 2,800,000.00 A 6/25/ 2025 2,868,544.00 4.09% 2,876,832.01 8,288.01 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/ 2028 24422EXB0 505,000.00 A 7/14/2023 504,247.55 4.98 % 518,857.20 14,609.65 JOHN DEERE CAPITAL CORP 7/14/2023 4.950% 7/14/ 2028 24422EXB0 605,000.00 A 7/18/2023 610,874.55 4.73 % 621,601.20 10,726.65 JOHNSON & JOHNSON 2/20/2025 4.500% 3/1/2027 478160DG6 4,850,000.00 AAA 3/13/2025 4,879,439.50 4.17% 4,897,481.50 18,042.00

JPMORGAN CHASE FINANCIAL
CO LLC 4/22/2021 1.578% 4/22/2027 46647PCB0 4,100,000.00 A 8/10/ 2022 3,710,746.00 3.80% 4,029,644.00 318,898.00

JPMORGAN CHASE FINANCIAL
CO LLC 2/24/2022 2.947% 2/24/2028 46647PCW4 2,925,000.00 A 9/18/ 2023 2,674,532.25 5.13% 2,871,618.75 197,086.50

JPMORGAN CHASE FINANCIAL
CO LLC 4/22/2024 5.571% 4/22/2028 46647PEE2 5,000,000.00 A 8/9/2024 5,103,350.00 4.95% 5,106,900.00 3,550.00

JPMORGAN CHASE FINANCIAL
CO LLC 1/24/2025 4.915% 1/24/2029 46647PEU 6 2,825,000.00 A 3/13/2025 2,841,921.75 4.74% 2 ,875,341.50 33,419.75

JPMORGAN CHASE FINANCIAL
CO LLC 4/22/2024 5.581% 4/22/2030 46647PEG 7 2,750,000.00 A 4/28/2025 2,835,552.50 4.87% 2 ,871,000.00 35,447.50 KENVUE INC 10/17/2023 5.050% 3/22/2028 49177JAF9 6,250,000.00 A 6/30/ 2025 6,397,562.50 4.12% 6,408,062.50 10,500.00 MASTERCARD INC 5/31/2019 2.950% 6/1/2029 57636QAM6 7,500,000.00 A+ 6/27/2024 6,889,875.00 4.82% 7,251,975.00 362,100.00 META PLATFORMS INC 8/9/2024 4.300% 8/15/2029 30303M8S4 5,370,000.00 AA- 8/14/ 2024 5,385,895.20 4.23% 5,439,917.40 54,022.20 MORGAN STANLEY BANK NA 5/30/2024 5.504% 5/26/2028 61690U8B9 6,105,000.00 A+ 5/31/2024 6,117,881.55 5.45% 6 ,240,531.00 122,649.45 MORGAN STANLEY BANK NA 5/30/2024 5.504% 5/26/2028 61690U8B9 3,145,000.00 A+ 5/30/2024 3,145,000.00 5.50% 3 ,214,819.00 69,819.00

NATIONAL RURAL UTILITIES
COOPERATIVE FI 8/25/2025 4.150% 8/25/2028 63743HFZ0 4,380,000.00 NR 8/25/2025 4,375,094.40 4.19% 4,395,811.80 20,717.40 NATIONAL SECS CLEARING 5/20/2025 4.700% 5/20/2030 637639AQ8 10,000,000.00 AA+ 6/27/2025 10,167,800.00 4.32% 10,223, 000.00 55,200.00 NATIONAL SECS CLEARING 5/20/2025 4.700% 5/20/2030 637639AQ8 6,825,000.00 AA+ 6/27/2025 6,937,134.75 4.32% 6,977, 197.50 40,062.75

NOVARTIS FINANCE
CORPO
RATION 11/20/2015 3.000% 11/20/2025 66989HAJ 7 10,000,000.00 AA- 1/31/2023 9,638,600.00 4.38% 9,974,400.00 335,800.00 PACCAR FINANCIAL CORP 1/31/2024 4.600% 1/31/2029 69371RS8 0 7,000,000.00 A+ 7/30/2024 6,996,080.00 4.61% 7,134,400.00 138,320.00 PEPSICO INC 7/17/2024 4.500% 7/17/2029 713448FX1 4,380,000.00 A+ 7/17/2024 4,373,211.00 4.53% 4,463, 395.20 90,184.20 PEPSICO INC 2/7/2025 4.600% 2/7/2030 713448GB8 2,380,000.00 A+ 2/7/2025 2,376,001.60 4.64% 2,436,001.40 59,999.80 STATE STREET CORP 2/28/2025 4.729% 2/28/2030 857477CW1 9,240,000.00 A 2/28/2025 9,251,365.20 4.70% 9,447,715.20 196,350.00 TARGET CORP 1/24/2022 1.950% 1/15/2027 87612EBM 7 4,595,000.00 A 2/1/2022 4,567,889.50 2.08% 4,475,300.25 -92,589.25 TARGET CORP 1/24/2022 1.950% 1/15/ 2027 87612EBM7 990,000.00 A 1/24/ 2022 988,317.00 1.99% 964,210.50 -24,106.50 TOYOTA MOTOR CREDIT CORP 9/11/2023 5.250% 9/11/2028 89236TLB9 5,600,000.00 A+ 9/11/ 2023 5,590,256.00 5.29% 5,798,408.00 208,152.00 WALMART INC. 4/28/2025 4.350% 4/28/2030 931142FN8 6,000,000.00 AA 5/2/2025 6,053,94 0.00 4.15% 6,090, 780.00 36,840.00 WALMART INC. 4/28/2025 4.350% 4/28/2030 931142FN8 3,220,000.00 AA 4/28/2025 3,214,429.40 4.39% 3,268, 718.60 54,289.20 Corporate Note Subtotal 248,224,000.00 247,320,878.72 251,042,928.61 3,722,049.89

AMERICAN EXPRESS CREDIT
ACCOUNT MASTER 9/19/2023 5.230% 9/15/2028 02582JKD1 6,170,000.00 AAA 9/19/ 2023 6,169,724.20 5.23% 6,244,595.30 74,871.10

AMERICAN EXPRESS CREDIT
ACCOUNT MASTER 7/22/2025 4.300% 7/15/2030 02582JKV1 6,515,000.00 AAA 7/22/2025 6,514,061.19 4.30% 6 ,594,026.95 79,965.76 BA CREDIT CARD TRUST 12/14/2023 4.980% 11/15/2028 05522RDH8 3,045,000.00 NR 12/14/2023 3,044,591.06 4.98% 3,078,829.95 34,238.89 BA CREDIT CARD TRUST 6/12/2025 4.310% 5/15/2030 05522RDK1 5,250,000.00 AAA 6/12/ 2025 5,249,980.05 4.31% 5,310,690.00 60,709.95 BOFA AUTO TRUST 2024-1 7/31/2023 5.530% 2/15/2028 06428AAC 2 2,081,718.57 NR 7/31/2023 2,081,639.67 5.53% 2,097,726.99 16,087.32 BOFA AUTO TRUST 2024-1 11/21/2023 5.740% 6/15/2028 06054YAC 1 5,812,752.08 NR 11/21/2023 5,812,646.87 5.74% 5,869,310.16 56,663.29 9/12/2025 1:56 PM 4 of 6
Attachment A
City of Santa Clara Monthly Report
8/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L

CHASE AUTO OWNER TRUST
2024-5A 7/30/2025 4.290% 6/25/2030 16145NAC 5 3,255,000.00 NR 7/30/2025 3,254,681.99 4.29% 3,278,370.90 23,688.91 CHASE ISSUANCE TRUST 9/15/2023 5.160% 9/15/2028 161571HT4 6,045,000.00 AAA 9/15/2023 6,043,324.33 5.17% 6 ,113,852.55 70,528.22 CHASE ISSUANCE TRUST 1/31/2024 4.600% 1/15/2029 161571HV9 7,605,000.00 AAA 1/31/2024 7,603,841.76 4.60% 7,665,535.80 61,694.04 CHASE ISSUANCE TRUST 7/25/2025 4.160% 7/15/2030 161571HZ0 9,190,000.00 AAA 7/25/2025 9,189,815.28 4.16% 9 ,265,633.70 75,818.42

CITIBANK CREDIT CARD
ISSUANCE TRUST 12/11/2023 5.230% 12/8/2027 17305EGW9 1,855,000.00 AAA 12/11/ 2023 1,854,767.38 5.23% 1 ,859,507.65 4,740.27

CITIBANK CREDIT CARD
ISSUANCE TRUST 6/26/2025 4.300% 6/21/2030 17305EHA6 11,485,000.00 AAA 6/26/ 2025 11,481,884.12 4.31% 11,601,687.60 119,803.48 FIFTH THIRD AUTO TRUST 8/23/2023 5.530% 8/15/2028 31680EAD 3 4,238,523.50 AAA 8/23/2023 4,238,260.71 5.53% 4,276,203.97 37,943.26

GM FINANCIAL SECURITIZED
TERM AUTO RECE 1/17/2024 4.850% 12/18/ 2028 36268GAD7 815,000.00 NR 1/ 17/2024 814,836.10 4.85% 819,441.75 4,605.65

GM FINANCIAL SECURITIZED
TERM AUTO RECE 5/14/2025 4.280% 4/16/2030 362549AD9 1,965,000.00 AAA 5/14/2025 1,964,710.75 4.28% 1,980, 346.65 15,635.90

HONDA AUTO RECEIVABLES
OWNER TRUST 2024 8/22/2023 5.410% 2/18/ 2028 43815QAC1 614,313.29 AAA 8/22/2023 614,18 6.62 5.42% 618,803.92 4,617.30

HYUNDAI AUTO RECEIVABLES
TRUST 2024-C 11/13/2023 5.540% 10/16/2028 44918CAD 4 2,530,000.00 AAA 11/13/2023 2,529,667.31 5.54% 2 ,556,210.80 26,543.49

HYUNDAI AUTO RECEIVABLES
TRUST 2024-C 3/12/2025 4.320% 10/15/2029 44935CAD 3 6,570,000.00 AAA 3/12/2025 6,569,030.93 4.32% 6,615,727.20 46,696.27

HYUNDAI AUTO RECEIVABLES
TRUST 2024-C 6/11/2025 4.360% 12/17/2029 44935XAD 7 2,825,000.00 AAA 6/11/2025 2,824,744.90 4.36% 2,852,967.50 28,222.60

KUBOTA CREDIT OWNER TRUST
2024-2A 2/19/2025 4.670% 6/15/2029 50117FAC5 4,065,000.00 NR 2/19/2025 4,064,860.57 4.67% 4 ,127,153.85 62,293.28

TOYOTA AUTO RECEIVABLES
OWNER TRUST COM 8/15/2023 5.160% 4/17/2028 89231FAD2 1,282,325.48 AAA 8/15/ 2023 1,282,035.42 5.17% 1 ,290,122.02 8,086.60

TOYOTA AUTO RECEIVABLES
OWNER TRUST COM 11/14/2023 5.540% 8/15/2028 89239FAD4 1,725,000.00 AAA 11/14/ 2023 1,724,814.05 5.54% 1 ,744,785.75 19,971.70

TOYOTA AUTO RECEIVABLES
OWNER TRUST COM 4/30/2025 4.340% 11/15/2029 89231HAD 8 4,385,000.00 AAA 4/30/2025 4,384,748.74 4.34% 4,423,281.05 38,532.31

TOYOTA AUTO RECEIVABLES
OWNER TRUST COM 7/30/2025 4.110% 3/15/2030 89238VAD 0 4,705,000.00 AAA 7/30/2025 4,704,504.09 4.11% 4,731,253.90 26,749.81 USAA AUTO OWNER TRUST 2024
-
A 9/15/2023 5.580% 5/15/2028 90291VAC 4 3,897,892.98 AAA 9/15/2023 3,897,210.85 5.58% 3,923,268.26 26,057.41

VOLKSWAGEN AUTO LOAN
ENHANCED TRUST 202 3/25/2025 4.500% 8/20/2029 92868MAD1 6,905,000.00 NR 3/25/ 2025 6,904,765.23 4.50% 6 ,970,942.75 66,177.52 Asset-Backed Security Subtotal 114,832,525.89 114,819, 334.17 115,910,276.92 1,090,942.75 COOPERAT RABOBANK UA/NY 7/20/2023 5.080% 7/17/2026 21684LGS5 7,500,000.00 A-1 7/20/2023 7,500,000.00 5.08% 7 ,592,400.00 92,400.00 Certificate of Deposit Subtotal 7,500,000.00 7,500, 000.00 7,592,400.00 92,400.00

PRINCIPAL PUBLIC DEPOSIT
SWEEP PROGRAM 2.250% 9/1/2025 992995944 234,920.05 9/1/2020 234,920.05 234,920.05

LOCAL AGENCY INVESTMENT
FUND 4.250% 9/1/2025 6,279,026.69 9/30/1997 6,279,026.69 6,279,026.69 -

CALIFORNIA ASSET
MANAGEMENT PROGRAM 4.400% 9/1/2025 187,496,976.59 10/4/2022 187,496,976.59 187,496,976.59 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.310% 9/26/2025 10,000,000.00 4/30/2025 10,000,000.00 10,000,000.00 - 9/12/2025 1:56 PM 5 of 6
Attachment A
City of Santa Clara Monthly Report
8/31/2025
Description Issue Date Coupon Rate Maturity Date CUSIP Par Value S&P Rating Settle Date Cost Value YTM at Cost Market Value Unrealized G/L

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.310% 10/1/2025 10,000,000.00 7/3/2025 10,000,000.00 10,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.290% 10/6/2025 15,000,000.00 8/4/2025 15,000,000.00 15,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.330% 10/22/2025 10,000,000.00 7/25/2025 10,000,000.00 10,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.290% 11/7/2025 15,000,000.00 8/4/2025 15,000,000.00 15,000,000.00 -

CALIFORNIA ASSET

MANAGEMENT PROGRAM -
TERM 4.290% 12/1/2025 10,000,000.00 8/4/2025 10,000,000.00 10,000,000.00 -

DREYFUS TREASUR
Y 4.130% 9/1/2025 2,440,034.11 10/31/1997 2,440,034.11 2,440,034.11 - Cash Equivalent Subtotal 266,450,957.44 266,450,957.44 266,450,957.44 - Grand Total Count 187 1,439,251,943.05 1,441,408,841.93 1,453,144,786.55 11,735,944.62 *NR = Not Rated by S&P Global. These Asset Backed Securities are rated by Moody's Ratings as Aaa. 9/12/2025 1:56 PM 6 of 6
Attachment A
PAGE 22

STATEMENT OF TRANSACTIONS CITY OF SANTA CLARA- CUSTODY
FOR THE PERIOD AUGUST 1, 2025 THROUGH AUGUST 31, 2025 ACCOUNT NUMBER XXXXXXXX ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯

STATEMENT OF TRANSACTIONS

REALIZED

CASH EQUIVALENTS
08/01/25 INTEREST RECEIVED 10,646.60

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
INTEREST FROM 7/1/25 TO 7/31/25
08/31/25 6,456,809.59 CASH SWEEP PURCHASES FOR STMT PERIOD 6,456,809.59- 6,456,809.59

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
10 TRANSACTIONS
08/31/25 7,856,562.15- CASH SWEEP SALES FOR STMT PERIOD 7,856,562.15 7,856,562.15-

PRINCIPAL PUBLIC DEPOSIT SWEEP PRGRM
3 TRANSACTIONS

BONDS & NOTES
08/15/25 INTEREST RECEIVED 57,342.60
ALPHABET INC 1.998% 8/15/26
CUSIP 02079KAC1
INTEREST ON 5,740,000.000 UNITS
08/15/25 INTEREST RECEIVED 17,898.15
AMERICAN EXPRES ABS 4.300% 7/15/30
CUSIP 02582JKV1
$0.00275/PV ON 6,515,000.00 PV
DUE 8/15/25
08/15/25 INTEREST RECEIVED 26,890.91
AMERICAN EXPRES ABS 5.230% 9/15/28
CUSIP 02582JKD1
$0.00436/PV ON 6,170,000.00 PV
DUE 8/15/25
Attachment B
PAGE 23

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 08/26/25 INTEREST RECEIVED 206,125.00
ASTRAZENECA FINANCE 4.850% 2/26/29
CUSIP 04636NAL7
INTEREST ON 8,500,000.000 UNITS
08/18/25 INTEREST RECEIVED 110,520.00
BANK OF AMERICA 5.526% 8/18/26
CUSIP 06428CAA2
INTEREST ON 4,000,000.000 UNITS
08/15/25 INTEREST RECEIVED 18,856.25
BANK OF AMERICA ABS 4.310% 5/15/30
CUSIP 05522RDK1
$0.00359/PV ON 5,250,000.00 PV
DUE 8/15/25
08/15/25 INTEREST RECEIVED 10,397.59
BANK OF AMERICA ABS 5.530% 2/15/28
CUSIP 06428AAC2
$0.00333/PV ON 2,256,257.42 PV
DUE 8/15/25
08/15/25 174,538.85- PAID DOWN 174,538.85 174,532.23- 6.62 BANK OF AMERICA ABS 5.530% 2/15/28
CUSIP 06428AAC2
AT $75.7639 ON TRADE DATE 08/15/2025
08/15/25 INTEREST RECEIVED 29,859.89
BANK OF AMERICA ABS 5.740% 6/15/28
CUSIP 06054YAC1
$0.00453/PV ON 6,242,485.58 PV
DUE 8/15/25
08/15/25 429,733.5- PAID DOWN 429,733.50 429,725.72- 7.78 BANK OF AMERICA ABS 5.740% 6/15/28
CUSIP 06054YAC1
AT $30.7720 ON TRADE DATE 08/15/2025
Attachment B
PAGE 24

STATEMENT OF TRANSACTIONS

REALIZED

STATEMENT OF TRANSACTIONS

REALIZED

STATEMENT OF TRANSACTIONS

REALIZED

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 08/28/25 5,000,000- MATURED 5,000,000.00 4,998,000.00- 2,000.00 FHLMC MTN 4.050% 8/28/25
CUSIP 3134GXS54
AT $100.0000 ON TRADE DATE 08/28/2025
08/25/25 INTEREST RECEIVED 12,282.86
FHLMC MULTIFAMILY ST 3.243% 4/25/27
CUSIP 3137F1G44
$0.00270/PV ON 4,545,000.00 PV
DUE 8/25/25
08/25/25 INTEREST RECEIVED 23,915.18
FHLMC SER KJ46 CMO 4.777% 6/25/28
CUSIP 3137HAD45
$0.00391/PV ON 6,007,579.90 PV
DUE 8/25/25
08/25/25 5,923.1- PAID DOWN 5,923.10 5,922.95- 0.15
FHLMC SER KJ46 CMO 4.777% 6/25/28
CUSIP 3137HAD45
08/25/25 INTEREST RECEIVED 30,118.75
FHLMC SER K505 CMO 4.819% 6/25/28
CUSIP 3137HACX2
$0.00402/PV ON 7,500,000.00 PV
DUE 8/25/25
08/15/25 INTEREST RECEIVED 20,951.47
FIFTH THIRD AUT ABS 5.530% 8/15/28
CUSIP 31680EAD3
$0.00398/PV ON 4,546,431.37 PV
DUE 8/15/25
08/15/25 307,907.87- PAID DOWN 307,907.87 307,888.78- 19.09 FIFTH THIRD AUT ABS 5.530% 8/15/28
CUSIP 31680EAD3
AT $42.9471 ON TRADE DATE 08/15/2025
Attachment B
PAGE 28

STATEMENT OF TRANSACTIONS

REALIZED

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 08/18/25 50,878.72- PAID DOWN 50,878.72 50,868.23- 10.49 HONDA AUTO ABS 5.410% 2/18/28
CUSIP 43815QAC1
08/15/25 INTEREST RECEIVED 23,652.00
HYUNDAI AUTO ABS 4.320% 10/15/29
CUSIP 44935CAD3
$0.00360/PV ON 6,570,000.00 PV
DUE 8/15/25
08/15/25 INTEREST RECEIVED 10,264.17
HYUNDAI AUTO REC ABS 4.360% 12/17/29
CUSIP 44935XAD7
$0.00363/PV ON 2,825,000.00 PV
DUE 8/15/25
08/15/25 INTEREST RECEIVED 11,680.17
HYUNDAI AUTO REC ABS 5.540% 10/16/28
CUSIP 44918CAD4
$0.00462/PV ON 2,530,000.00 PV
DUE 8/15/25
08/15/25 INTEREST RECEIVED 15,819.63
KUBOTA CREDIT ABS 4.670% 6/15/29
CUSIP 50117FAC5
$0.00389/PV ON 4,065,000.00 PV
DUE 8/15/25
08/15/25 INTEREST RECEIVED 115,455.00
META PLATFORMS INC 4.300% 8/15/29
CUSIP 30303M8S4
INTEREST ON 5,370,000.000 UNITS
08/25/25 4,380,000 PURCHASED 4,375,094.40- 4,375,094.40 NATIONAL RURAL MTN 4.150% 8/25/28
CUSIP 63743HFZ0
AT $99.8880 ON TRADE DATE 08/19/2025
TO SETTLE ON 08/25/2025

MITSUBISHI UFJ SECURITIES (USA
Attachment B
PAGE 30

STATEMENT OF TRANSACTIONS

REALIZED

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 08/20/25 4,250,000 PURCHASED 4,260,458.98- 4,260,458.98 U.S. TREASURY NOTES 3.875% 7/31/30
CUSIP 91282CNN7
AT $100.2461 ON TRADE DATE 08/19/2025
TO SETTLE ON 08/20/2025

BMOCM/BONDS
08/20/25 ACCRUED INTEREST ON PURCHASE 8,950.41-
U.S. TREASURY NOTES 3.875% 7/31/30
CUSIP 91282CNN7
08/28/25 5,325,000 PURCHASED 5,362,441.41- 5,362,441.41 U.S. TREASURY NOTES 3.875% 7/31/30
CUSIP 91282CNN7
AT $100.7031 ON TRADE DATE 08/27/2025
TO SETTLE ON 08/28/2025

CITIGROUP GBL MKTS/SALOMON BRO
08/28/25 ACCRUED INTEREST ON PURCHASE 15,700.07-
U.S. TREASURY NOTES 3.875% 7/31/30
CUSIP 91282CNN7
08/15/25 INTEREST RECEIVED 251,728.13
U.S. TREASURY NOTES 4.125% 2/15/27
CUSIP 91282CKA8
INTEREST ON 12,205,000.000 UNITS
08/15/25 INTEREST RECEIVED 226,012.50
US TREASURY BOND 5.250% 2/15/29
CUSIP 912810FG8
INTEREST ON 8,610,000.000 UNITS
08/15/25 INTEREST RECEIVED 299,306.25
US TREASURY BOND 6.375% 8/15/27
CUSIP 912810FA1
INTEREST ON 9,390,000.000 UNITS
Attachment B
INVESTMENT AND INSURANCE PRODUCTS ARE:• NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY FEDERAL GOVERNMENT AGENCY• NOT A DEPOSIT, OBLIGATION OF, OR GUARANTEED BY ANY BANK OR BANKING AFFILIATE• SUBJECT TO INVESTMENT RISKS AND MAY LOSE VALUE, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED PAGE 32

STATEMENT OF TRANSACTIONS

REALIZED

DATE PAR VALUE/SHARES DESCRIPTION CASH COST VALUE GAIN/LOSS ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ 08/15/25 INTEREST RECEIVED 51,075.00
US TREASURY NOTE 2.250% 8/15/27
CUSIP 9128282R0
INTEREST ON 4,540,000.000 UNITS
08/15/25 INTEREST RECEIVED 19,891.24
USAA AUTO OWNER ABS 5.580% 5/15/28
CUSIP 90291VAC4
$0.00330/PV ON 4,277,685.73 PV
DUE 8/15/25
08/15/25 379,792.75- PAID DOWN 379,792.75 379,726.29- 66.46 USAA AUTO OWNER ABS 5.580% 5/15/28
CUSIP 90291VAC4
AT $34.8183 ON TRADE DATE 08/15/2025
08/20/25 INTEREST RECEIVED 25,893.75
VOLKSWAGEN AUTO ABS 4.500% 8/20/29
CUSIP 92868MAD1
$0.00375/PV ON 6,905,000.00 PV
DUE 8/20/25
08/25/25 INTEREST RECEIVED 21,493.34
VR FHLMC MULTIFAMI 3.224% 3/25/27
CUSIP 3137BXQY1
$0.00269/PV ON 8,000,000.00 PV
DUE 8/25/25
08/25/25 INTEREST RECEIVED 43,099.88
VR JPMORGAN CHASE & 2.947% 2/24/28
CUSIP 46647PCW4
INTEREST ON 2,925,000.000 UNITS
================================================================================================================= ENDING BALANCE 0.00 1,175,192,804.54
¯¯¯¯¯¯¯¯¯¯¯¯¯¯ ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯ ¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯¯
Attachment B
"Principal® I Custody
V Solutions
Attachment 5
Department/Item
Source of
Funds
Use of
Funds Explanation
Other Agencies Revenue /
Police Department
300,000 300,000 Increases the Other Agencies Revenue estimate and appropriates the funding to the Police
Department. This adjustment reflects SB90
reimbursements from the State for mandated
programs (five affirmative Council votes
required to appropriate additional revenue).

Transfer to the Public Buildings
Capital Fund
50,000 Increases the transfer from the General Fund
Capital Projects Reserve to the Repairs-
Modifications to City Buildings project in the Public
Buildings Capital Fund to restore function to the City
Hall fountain after several years of non-operation
(five affirmative Council votes required for the
use of unused balances).

Capital Projects Reserve (50,000) Decreases the Capital Projects Reserve to offset the transfer to the Public Buildings Capital Fund
above (five affirmative Council votes required
for the use of unused balances).

Department of Public Works 3,000 Increases the Public Works Department budget to cover non-personnel costs (e.g., computer
equipment and workstation) for a new Analyst
position added in FY 2025/26 (five affirmative
Council votes required for the use of unused
balances).

Department of Public Works 15,200 Increases the Public Works Department budget to cover the operating and maintenance of the
fountain at City Hall (five affirmative Council
votes required for the use of unused balances).

Unrestricted Ending Fund
Balance
(18,200) Decreases the Unrestricted Ending Fund Balance to offset the actions above (five affirmative Council
votes required for the use of unused balances).
300,000 300,000
General Fund (001)
FY 2025/26 Budget Amendments
1 Attachment 5
FY 2025/26 Budget Amendments
Department/Item
Source of
Funds
Use of
Funds Explanation
Transfer to the Vehicle
Replacement Fund
103,902 Establishes a transfer to the Vehicle Replacement Fund for costs associated with the purchase of a
forklift that will be located at the new warehouse
used by Silicon Valley Power (SVP) (five
affirmative Council votes required for the use of
unused balances).

Unrestricted Ending Fund
Balance
(103,902) Decreases the unrestricted ending fund balance to offset the action above (five affirmative Council
votes required for the use of unused balances).
- -
Department/Item
Source of
Funds
Use of
Funds Explanation
State Homeland Security Grant
Program FY 2026
4,000 4,000 Recognizes and appropriates $4,000 in grant funding for the Santa Clara County State Homeland
Security Grant Program. These funds will cover
attendance costs for the 2025 National Homeland
Security Conference (five affirmative Council
votes required to appropriate additional
revenue).
4,000 4,000
Department/Item
Source of
Funds
Use of
Funds Explanation
Transfer from the General
Fund - Capital Projects
Reserve / Repairs -
Modifications to City Buildings
Project
50,000 50,000 Recognizes a transfer from the General Fund Capital Projects Reserve and appropriates the
funding to the Repairs-Modifications to City
Buildings project to restore function to the City Hall
fountain after several years of non-operation (five
affirmative Council votes required to
appropriate additional revenue).
50,000 50,000
Fire Operating Grant Trust Fund (178)
Electric Utility Fund (091)
Public Buildings Capital Fund (538)
2 Attachment 5
FY 2025/26 Budget Amendments
Department/Item
Source of
Funds
Use of
Funds Explanation
Transfer to the Vehicle
Replacement Fund
25,500 Establishes a transfer to the Vehicle Replacement Fund for costs associated with a purchase of a saw
and trailer. This funding is split between the Sewer
and Water Utility (five affirmative Council votes
required for the use of unused balances).

Unrestricted Ending Fund
Balance
(25,500) Decreases the unrestricted ending fund balance to offset the action above (five affirmative Council
votes required for the use of unused balances).
- -
Department/Item
Source of
Funds
Use of
Funds Explanation
Transfer from the Sewer Utility
Fund / Capital Outlay
25,500 25,500 Recognizes a transfer from the Sewer Utility Fund and increases the Capital Outlay budget to
purchase a saw and trailer. This amount accounts
for the Sewer Utility portion of the funding, with the
remaining funded by the Water Utility (five
affirmative Council votes required to
appropriate additional revenue).

Transfer from the Water Utility
Fund / Capital Outlay
59,500 59,500 Recognizes a transfer from the Water Utility Fund and increases the Capital Outlay budget to
purchase a saw and trailer. This amount accounts
for the Water Utility portion of the funding, with the
remaining funded by the Sewer Utility (five
affirmative Council votes required to
appropriate additional revenue).

Transfer from the Electric
Utility Fund / Capital Outlay
103,902 103,902 Recognizes a transfer from the Electric Utility Fund and increases the Capital Outlay budget to
purchase a forklift (five affirmative Council votes
required to appropriate additional revenue).
188,902 188,902
Vehicle Replacement Fund (050)
Sewer Utility Fund (094)
3 Attachment 5
FY 2025/26 Budget Amendments
Department/Item
Source of
Funds
Use of
Funds Explanation
Transfer to the Vehicle
Replacement Fund
59,500 Establishes a transfer to the Vehicle Replacement Fund for costs associated with a purchase of a saw
and trailer. This funding is split between the Sewer
and Water Utility (five affirmative Council votes
required for the use of unused balances).

Unrestricted Ending Fund
Balance
(59,500) Decreases the unrestricted ending fund balance to offset the action above (five affirmative Council
votes required for the use of unused balances).
- -
Water Utility Fund (092)
4 City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1027 Agenda Date: 10/21/2025

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the City Manager to Issue Purchase Orders to Cresco Equipment Rentals for the Rental of Equipment, Products, and Related Services for a Total Amount Not-to-Exceed $620,000 Inclusive of Option Year, for Use and Funded by Silicon Valley Power

BACKGROUND
The City of Santa Clara’s Electric Utility, Silicon Valley Power (SVP), operates and maintains power generation plants and other infrastructures that support electric transmission, distribution, and generation throughout the City. To maintain and support SVP’s equipment and facilities, various types of equipment are used, including forklifts, boom lifts, utility carts, telehandlers, and discharge hoses.

Since 2023, SVP utilized a cooperative agreement between Sourcewell and Caterpillar, Inc. (Caterpillar) for short-term equipment rentals. The local Caterpillar dealer, Cresco Equipment Rentals (Cresco), is located in Santa Clara.

Sourcewell is a government agency established by the State of Minnesota legislature to facilitate cooperative purchasing solutions for governmental, educational, and nonprofit agencies.

Caterpillar was selected through a formal Request for Proposals (RFP) process facilitated by Sourcewell. The previous agreement, which was approved by the City Council under RTC #25- 1264, expired on August 27, 2025. SVP now seeks to continue using Cresco under the new cooperative agreement, as described below.

DISCUSSION
The Purchasing Division Manager has determined that issuance of purchase orders to Cresco is authorized under Section 2.105.270(c) of the Santa Clara City Code (City Code), which states that the City may “contract with a vendor under a contract awarded using preestablished cooperative purchasing agreements, when such agreement resulted from a competitive bid process that meets or exceeds the City’s competitive bid process.” In 2024, Sourcewell conducted a formal RFP process and again selected Caterpillar for the rental of equipment, products, and related services. A new agreement (Agreement Number 040924) was executed, effective through June 11, 2028, with one optional one-year extension through June 2029. Under this agreement, Caterpillar authorizes Cresco as its local dealer to fulfill orders; therefore, the City issues purchase orders directly to Cresco. A copy of the new agreement is attached for reference.

Cresco provides 24-hour emergency services. Caterpillar establishes local pricing based on Rouse data (an industry standard for equipment valuation and benchmarking) and provides City of Santa Clara Printed on 10/17/2025Page 1 of 2
powered by Legistar™
25-1027 Agenda Date: 10/21/2025
regional discounts through its local dealers. For items not listed on Sourcewell’s pricing sheet, the City receives at least 10% off Cresco’s standard local rates.

The estimated annual expenditure is $155,000, with a total not to exceed amount of $465,000 through June 11, 2028, plus one optional one-year extension that would increase the total not-to- exceed amount to $620,000 through June 11, 2029. Approval of staff’s recommendation would enable SVP to secure competitively priced equipment rentals to support ongoing utility operations.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to Section 15378(b)(2) of Title 14 of the California Code of Regulations in that the proposed action only authorizes the lease of equipment and supplies for SVP projects.

FISCAL IMPACT
Funds are available in the Electric Utility Operating or Capital budget for FY 2025/26 based on need for equipment. Funds for future years will be requested through the normal budget process.

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

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

RECOMMENDATION

1. Authorize the City Manager or designee to issue purchase orders to Cresco Equipment Rentals, pursuant to the Sourcewell cooperative purchasing agreement with Caterpillar, Inc., for the short- term rental of equipment, products, and related services for an initial term ending June 11, 2028, with a maximum compensation not to exceed $465,000, subject to the appropriation of funds and the review and approval as to form by the City Attorney; and

2. Authorize the City Manager or designee to issue purchase orders for an additional one-year term through June 11, 2029, if Sourcewell elects to exercise its option to extend the cooperative purchase agreement, and to increase the maximum compensation by $155,000 for a revised not- to-exceed maximum compensation of $620,000, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan Grogan, CEO Silicon Valley Power

ATTACHMENTS

1. Sourcewell - Caterpillar Contract
City of Santa Clara Printed on 10/17/2025Page 2 of 2
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040924-CAT
Rev. 3/2022 1
Solicitation Number: RFP #040924

CONTRACT
This Con
tract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Caterpillar Inc., 5212 N. O’Connor Blvd., Suite 1100, Irving, TX 75039 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Rental Equipment, Products, and Related Services from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

EXPIRATION DATE AND EXTENSION. This Contract expires June 11, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

Sourcewell ~
040924-CAT
Rev. 3/2022 2

Pursuant to Section 10(b), Supplier will subcontract certain obligations under this Contract to its dealers. Only those dealers that sign a Participation Agreement with Supplier obligating them to comply with the terms of this Contract will be eligible to provide Equipment, Products, or Services as a subcontractor under this Contract. In the event there is no dealer who has entered into a Participation Agreement available to provide Equipment, Products, or Services to a Participating Entity, Supplier will be under no obligation to provide Equipment, Products, or Services to such Participating Entity under this Contract. Supplier will provide a copy of this Contract to its dealers that would normally service Participating Entities and invite such dealers to enter into a Participation Agreement as a subcontractor of Supplier under the terms of this Contract.

Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. SUPPLIER DOES NOT PROVIDE ANY REPRESENTATION OR WARRANTY OF ANY

KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING

BUT NOT LIMITED TO ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO

MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR USE OF THE EQUIPMENT, PRODUCTS, OR SERVICES. Notwithstanding the foregoing, Participating Dealer warrants that the equipment upon delivery will be in good working condition and in compliance with the original equipment manufacturer’s specifications. Participating Dealer agrees to repair or replace any equipment that is not in compliance with the above warranty at its sole expense.

If the repair or replacement is due to Participating Entity abuse, misuse or neglect, the Participating Entity will be responsible for the cost of repair or replacement.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced at or below the price percentage list discount stated in Supplier’s Proposal.

Upon request made to a participating CAT dealer, from a Participating Entity identifying themselves as a Sourcewell member by providing their Sourcewell member number and

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Rev. 3/2022 3

contract number; formal quotes will list all costs, including all delivery expenses, such as freight and permits (when required). Alternatively, Participating Entities may choose to make their own transportation arrangements. In such case, there would be no delivery charges from the local participating Cat dealer.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

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Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

B. Supplier may not enter into a contract with a U.S. Federal Government entity prior to obtaining necessary internal approvals and shall not be obligated to provide Equipment, Products or Services to any U.S. Federal Government entity under this Contract unless separately agreed in writing. Supplier may work with such parties and may agree to provide equipment or services under the Contract on a case-by-case basis.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities

040924-CAT
Rev. 3/2022 5

to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

C. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Orders will be placed/issued and executed directly to/by Participating Dealers with payments made to the Participating Dealers as agreed. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier’s Participating Dealer, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier’s Participating Dealer or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

040924-CAT
Rev. 3/2022 6

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:

x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;

040924-CAT
Rev. 3/2022 7

x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities as stated in and subject to the Proposal and any amendments thereto. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

040924-CAT
Rev. 3/2022 8

A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. Provided, however, that Supplier is permitted to subcontract certain of its rights and obligations to Supplier Participating Dealers for performance without Sourcewell’s prior written consent. Notwithstanding any provision hereof to the contrary, each of Supplier and/or any participating dealer shall be liable and responsible only for such party’s own compliance or non-compliance with this Contract and/or any applicable subcontract; and such Supplier shall not be jointly and severally liable for any participating dealer’s compliance or non-compliance with this Contract or otherwise.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Intentionally omitted.

12. GOVERNMENT DATA PRACTICES

Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell

040924-CAT
Rev. 3/2022 9

under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. Intentionally deleted.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW, JURISDICTION, AND VENUE

The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY

If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

040924-CAT
Rev. 3/2022 10

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier and any participating dealer must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident

040924-CAT
Rev. 3/2022 11

$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier and any participating dealer will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier and any participating dealer will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier and any participating dealer will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

Failure of Supplier and participating dealer to maintain the required insurance will constitute a material breach by Supplier and any participating dealer entitling Sourcewell to immediately terminate this Contract with respect to the participating dealer for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier and any participating dealer must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

040924-CAT
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Failure to request certificates of insurance by Sourcewell, or failure of Supplier and any participating dealer to provide certificates of insurance, in no way limits or relieves Supplier or any participating dealer of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier and any participating dealer agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s and any participating dealer’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier and any participating dealer, and products and completed operations of Supplier and any participating dealer. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. A Participating Dealer may name a Participating Entity as an additional insured on a case-by-case basis.

D. WAIVER OF SUBROGATION. Supplier and any participating dealer waive and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier and any participating dealer or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier and any participating dealer or its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. As a local unit of government of the State of Minnesota, Sourcewell will comply with all applicable Minnesota laws and regulations related to its operations.

B. LICENSES. Supplier’s Participating Dealers must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Participating Dealer conducts with Sourcewell and Participating Entities.

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20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Intentionally omitted.

22. CANCELLATION

Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Caterpillar Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Jeff White
Title: Chief Procurement Officer Ti tle: Vice President of Rental Caterpillar Rental & Used

Date: ________________________

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Bid Number: RFP 040924 Vendor Name: Caterpillar Inc
Table 16: Depth and Breadth - Public Works and Public Utility Equipment Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.

Proposers seeking an award in Category 1 or Category 3 must include at least one solution offered within the scope of Public Works and Public Utility Equipment. See RFP Section II. B. 1. for details.

We will not be submitting for Table 16: Depth and Breadth - Public Works and Public Utility Equipment Line
Item Category or Type Offered * Comments
93 Sewer Vac & Hydro or Air Excavators Yes
No
94 Street Maintenance & Cleaning
Equipment
Yes
No
Visit local participating CAT rental dealer for selection and current availability, or refer to https://www.catrentalstore.com/en_US/products.html. 95 Bucket Trucks Yes
No
96 Diggers Yes
No
Visit local participating CAT rental dealer for selection and current availability, or refer to https://www.catrentalstore.com/en_US/products.html. 97 Roll-Off Trucks Yes
No
98 Refuse Trucks Yes
No
99 Waste & Debris Handling Equipment Yes
No
Visit local participating CAT rental dealer for selection and current availability, or refer to https://www.catrentalstore.com/en_US/products.html.

Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

Documents
Ensure your submission document(s) conforms to the following :

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcew ell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item respon ding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan."

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Bid Number: RFP 040924 Vendor Name: Caterpillar Inc

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1016 Agenda Date: 10/21/2025

REPORT TO COUNCIL

SUBJECT
Action on Authorizing the City Manager to Execute an Agreement for Services With ACCO Engineered Systems Inc. for the Replacement of Two New Air Compressors, Two New Air Dryers, and to Provide Preventative Maintenance and Repair Services at Silicon Valley Power Facilities With a Maximum Compensation Not to Exceed $1,500,000 and an Optional 10-Year Extension, All to be Funded by Silicon Valley Power

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), operates two power generation plants, the Donald Von Raesfeld Power Plant (DVR) and the Gianera Generating Station (Gianera), along with other assets critical to SVP’s operations.

At these facilities, compressed air systems are critical in supporting safe and reliable power generation. These systems produce and supply clean, dry compressed air to power various equipment, including pneumatic instrumentations, control systems, control valves, and actuators.

Without a reliable supply of compressed air, key operations, such as starting or shutting down turbines, regulating pressure vessels, and maintaining automated controls, can be compromised.

The compressed air systems at DVR consists of the following components:

Component Quantity Age/Condition Status
Air Compressors 2 20 years old One out of service
Air Dryers 2 20 years old Functional but aging
Ancillary Equipment
(includes air tanks,
chillers, filters)
Multiple 20 years old Functional but aging
Due to failure of one of the two compressors, SVP temporarily secured a rental unit to maintain operations. The remaining original equipment is well past its expected service life.

DISCUSSION
Pursuant to Section 2.105.140(d) of the Santa Clara City Code, a formal Request for Bid (RFB) was conducted with the award recommendation based on the lowest responsive and responsible bidder.

The RFB for the replacement and ongoing maintenance of the compressed air systems at DVR was published on the City’s e-procurement system. A total of 36 companies viewed the RFB and four bids were received from the following firms:

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25-1016 Agenda Date: 10/21/2025
· ACCO Engineered Systems, Inc. (ACCO)
· Air & Lube Systems Inc.
· Central Air Compressor
· Quincy Compressor LLC
Bidders were requested to submit pricing for the removal and replacement of two air compressors and two air dryers including installation, testing, and commissioning services as part of the base bid.

Preventative maintenance and repair services were included as optional items. Upon initial evaluation, staff deemed two bids non-responsive for not meeting the minimum qualifications in the RFB and for not being technically compliant.

The two responsive bids are as follows:

Table 1 - Responsive Bids
Bidder Name Base Bid Amount
ACCO $713,800
Air & Lube Systems Inc. $1,062,140
Staff recommend awarding an agreement to ACCO as the lowest responsive and responsible bidder.

Summary of Proposed Agreement: The proposed agreement with ACCO includes the turnkey replacement of two air compressors and two air dryers at DVR, at the bid amount, and 10 years of ongoing preventative maintenance and repair services following system acceptance. All work will be performed in accordance with applicable codes and is subject to prevailing wage requirements. The agreement includes the following key terms:
· Initial Term: Two years, starting on or around November 1, 2025, and ending on or around October 31, 2027, with a maximum compensation not to exceed $900,000, which includes a firm fixed price of $713,800 for the complete system replacement, estimated taxes of $47,158, and a contingency of approximately 18% ($139,042) for unanticipated system requirements and services.
· Optional Periods: One 10-year renewal option through October 31, 2037, for ongoing preventative maintenance and repair services.
· Warranty: One-year warranty on installed systems from system acceptance.

Compensation: System replacement will be based on a milestone payment structure tied to the completion of specific deliverables, including final system acceptance before the final payment is issued. Ongoing preventative maintenance and repair services will be based on time and materials rates fixed for the first two years. After that, ACCO may request a price adjustment capped at 2% per year.

Table 2 - Compensation Summary
Cost Elements Amount
System Replacement (2 air compressors, 2 air dryers), including on-site services for removal, installation, and commissioning $713,800
Estimated Taxes $47,158
Contingency $139,042
Total (Initial 2-Year Term) $900,000
Optional 10-Year Period (As-Needed Preventative Maintenance and Repair Services (estimated at $60,000/year x 10 years)) $600,000
Maximum Total Compensation $1,500,000
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25-1016 Agenda Date: 10/21/2025
Cost Elements Amount
System Replacement (2 air compressors, 2 air dryers), including on-site services for removal, installation, and commissioning $713,800
Estimated Taxes $47,158
Contingency $139,042
Total (Initial 2-Year Term) $900,000
Optional 10-Year Period (As-Needed Preventative Maintenance and Repair Services (estimated at $60,000/year x 10 years)) $600,000
Maximum Total Compensation $1,500,000

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the proposed actions are exempt from the California Environmental Quality Act (“CEQA”) pursuant to 15302 (Replacement) of Title 14 of the California Code of Regulations as the work involves the replacement and maintenance of utility mechanical equipment with negligible or no expansion of capacity.

FISCAL IMPACT
Funds for the contract are available in the Electric Utility Operating Fund budget for FY 2025/26.

Funds for future years will be requested through the normal budget process.

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

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

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to Section 15302 (Replacement) of Title 14 of the California Code of Regulations;

2. Authorize the City Manager or designee to execute an agreement with ACCO Engineered Systems, Inc. for the replacement of two air compressors and two air dryers at the Donald Von Raesfeld Power Plant, for an initial two-year term starting on or around November 1, 2025, and ending on October 31, 2027, with a maximum compensation not to exceed $900,000, subject to the appropriation of funds and the review and approval as to form by the City Attorney; and

3. Authorize the City Manager or designee to take any actions as necessary to implement and administer the Agreement, and to execute amendments to the Agreement to (a) increase the maximum compensation by up to $600,000, for a total maximum compensation of $1,500,000 (funded by the SVP Operating or Capital Fund as applicable) over the term of the Agreement; (b) add or delete services consistent with the scope of services; (c) adjust future rates based on market conditions; (d) exercise one 10-year option to extend the term through October 31, 2037, for ongoing preventative maintenance and repair services; and (e) make de minimis changes, subject the appropriation of funds and review and approval as to form by the City Attorney.

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25-1016 Agenda Date: 10/21/2025
Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, CEO Silicon Valley Power

ATTACHMENTS

1. Proposed Agreement with ACCO Engineered Systems, Inc.

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Agreement with ACCO Engineered Systems, Inc. Page 1 of 46 Rev. 07-01-18
EBIX Insurance No. S200005669

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ACCO ENGINEERED SYSTEMS, INC.

PREAMBLE
This Agreement is made and entered into on the date last signed by the Parties (“Effective Date”) between the City of Santa Clara, California, a chartered California municipal corporation (City) and ACCO Engineered Systems, Inc. , a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties.”

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

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, the Parties hereto agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance
Agreement with ACCO Engineered Systems, Inc. Page 2 of 46 Rev. 07-01-18
This Agreement, including the Exhibits set forth above, contain s all the agreements, representations and understandings of the Parties, and supersede s and replace s any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions , the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on November 1, 2025 , and terminate on October 31, 2027 (“Initial Term”).

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement ten (10) additional years through October 31, 2037 (“Option Periods”), in such increments as determined by City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as the “Term”.

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

4. WARRANTY
In addition to those warranties contained in Exhibit A, Contractor expressly warrants that all Services and materials covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements , and instructions applicable to this Agreement.

Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services or materials at no further cost to City when defects are due to the negligence, errors , or omissions of Contractor. If Contractor fails to promptly correct or replace Services or materials , City may make corrections or replace Services or materials and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
A. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services , including its duties and obligations, expressed and implied, contained herein . Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California.

City expressly relies upon Contractor’s representations regarding its skills and knowledge.

Agreement with ACCO Engineered Systems, Inc. Page 3 of 46 Rev. 07-01-18
B. Contractor warrants that all employees and subcontractor, if any, shall have sufficient skill and experience to perform the Services assigned to them.

C. Contractor shall comply with all applicable federal, state and local laws in the performance of the Services ; including but not limited to those of the Occupational Safety and Health Administration (OSHA) and the California Department of Industrial Relations and State Division of Industrial Safety and the professional standard of care. Where any applicable laws or ordinances conflict with the City’s requirements, the more stringent requirement(s) shall be followed. Contractor’s failure to be thoroughly familiarized with the provisions of any applicable federal, state, and local regulations, ordinances and codes shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

D. Contractor represents and warrants to the City that it has, shall obtain, and shall keep in full force in effect during the Term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession and to perform Services.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all Services rendered and material provided by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES AND PAYMENT PROVISIONS.” The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B , subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience . City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.

B. Termination for Default . For purposes of this Section 7.B., the word "Default" shall mean the failure of Contractor to perform any of Contractor's duties or obligations or the breach by Contractor of any of the terms and conditions set forth in this Agreement. In addition, Contractor shall be deemed to be in Default upon Contractor (i) applying for, consenting to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assi gnment for the Agreement with ACCO Engineered Systems, Inc. Page 4 of 46 Rev. 07-01-18
benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismi ssed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of Contractor's assets or of Contractor's interests hereunder. In the event of any Default by Contractor, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

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

D. In the event of termination under sections 7.A. or 7.B., Contractor shall have no further rights hereunder

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

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

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

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

11. CONFIDENTIALITY OF MATERIAL
A. "Confidential Information” means, with respect to a Party hereto, all information or material which either (1) is marked or identified as Agreement with ACCO Engineered Systems, Inc. Page 5 of 46 Rev. 07-01-18
“Confidential,” “Restricted,” or “Proprietary Information” or other similar marking or identification, or (2) the other Party knew, as recipient, or under the circumstances, should have known, was considered confidential or proprietary by the Disclosing Pa rty (as defined below) , except that this Agreement, Contractor pricing, and Contractor proposals incorporated into this Agreement shall not be deemed Confidential Information. Confidential Information shall consist of all information, whether in written, oral, electronic, or other form, furnished in connection with this Agreement by the Disclosing Party or its Representatives (“Representative” is defined as any elected and appointed officials, affiliate, director, officer, employee, agent, advisor or Contractor of a Party or any of its subsidiaries or affiliates) to the Receiving Party (as defined below) or to its Representatives, and specifically includes but is not limited to the City’s individually identifiable customer information, and the City ’s custom er usage data and financial data.

B. Contractor and the City shall each hold the other’s Confidential Information in confidence. Neither Party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. The Party providing Confidential Information (“Disclosing Party”) to the other Party (“Receiving Party”) shall remain the sole owner of such information.

Except as provided elsewhere within this Agreement, nothin g contained in this Agreement shall be construed as granting or conferring any right or license in any Confidential Information or in any patents, copyrights, software or other technology, either expressly or by implication to the Receiving Party, or to it s Representatives or to others. The term Confidential Information shall not include any of the following: (1) information already in possession of, or already known to, the Receiving Party as of the Effective Date without an obligation of confidentiality; (2) information in the public domain at the time of the disclosure, or which, after such disclosure, enters into the public domain through no breach of this Agreement by the Receiving Party or its Representative(s); (3) information lawfully furnished or disclosed to the Receiving Party by a non-party to this Agreement without any obligation of confidentiality and through no breach of this Agreement by the Receiving Party or its Representative(s); (4) information independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party; (5) information authorized in writing by the Disclosing Party to be released from the confidentiality obligations herein ; or (6) this Agreement and Contractor’s proposals and Purchase Orders.

C. By virtue of this Agreement, each Party hereto may disclose to the other Party information that is Confidential Information. This Agreement does not diminish, revoke or supersede any existing confidentiality, non -disclosure or similar agreement between the Parties that does not pertain to the subject matter of this Agreement. However, any Confidential Information, Agreement with ACCO Engineered Systems, Inc. Page 6 of 46 Rev. 07-01-18
whether or not previously disclosed, that pertains to the subject matter of this Agreement shall be governed by the terms of this Section 11 which shall supersede any such previous agreement with respect to such Confidential Information and any Confidential Information relating to the subject matter of this Agreement that was exchanged under such previous agreement shall be treated as though it was exchanged under this Agreement as of the date of such exchange.

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

E. If the Receiving Party becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of the Disclosing Party or is requested Confidential Information pursuant to the California Public Records Act or similar law, the Receiving Party will provide the Disclosing Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter, at its sole costs and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclo se any Confidential Information, the Receiving Party shall disclose only that portion of the Confidentia l Information that the Receiving Party is legally required to disclose. So long as it is consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving Party will cooperate with, the Disclosing Party, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Disclosing Party fails to Agreement with ACCO Engineered Systems, Inc. Page 7 of 46 Rev. 07-01-18
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 wi ll exercise commercially reasonable efforts, at Disclosing Party’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

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

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

Contractor shall certify in writing the destruction of the Confidential Information. The City may perform an audit of Contractor’s records to confirm the return or destruction of the Confidential Information. The City shall have this audit right for t wo (2) years after the termination of this Agreement.

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

Agreement with ACCO Engineered Systems, Inc. Page 8 of 46 Rev. 07-01-18

12. OWNERSHIP OF MATERIAL
A. City shall furnish to Contractor such documents and materials as may be relevant and pertinent to the provision of Services hereunder as City may possess or acquire.

B. All documents and materials furnished by City to Contractor, pursuant to Section 12.A., shall remain the property of City and shall be returned to City upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall be considered works made for hire and shall become the exclusive property of the City, and City shall have the sole right to use such documents and materials without restriction or limitation on their use in City’s discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor’s sole cost and expense, provide such documents and material to City upon written request.

C. Documents and material prepared by Contractor, pursuant to this Agreement, are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Contractor will be at City’s sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor’s deliverables under this Agreement by City or persons other than Contractor, is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such change.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
A. City, through its authorized employees, representatives or agents shall have the right during the Term and for four (4) years from the date of final payment for Services or goods provided under this Agreement (“Audit Period”), to audit the books and records of Contractor for the purpose of verifying any and all Contractor invoices and charges.

B. Contractor shall keep records and invoices in connection with the Services for the length of the Audit Period. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City.

C. Contractor shall use recognized accounting methods in preparing reports and invoices submitted to the City in connection with the Services . City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm who shall have the right to audit Contractor's accounting procedures and internal Agreement with ACCO Engineered Systems, Inc. Page 9 of 46 Rev. 07-01-18
controls of Contractor's financial systems and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. If Contractor fails to provide supporting documentation satisfactory to City for costs charged, then Contractor agrees to reimburse City for those costs. Any such audit(s) shall be undertaken by City or its representative(s) at reasonable times and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s).

D. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor’s invoices and/or records shall be made within thirty (30) days from presentation of City’s findings to Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exception(s) to the date Contractor reimburses City for any exception(s). If an audit inspection or examination in accordance with this Section discloses overcharges (of any nature) by Contractor to City in excess of one percent (1%) of the value of that portion of the Agreement that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor.

E. Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing.

Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to the Services.

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

Agreement with ACCO Engineered Systems, Inc. Page 10 of 46 Rev. 07-01-18
B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

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

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

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

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

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
and [email protected]

And to Contractor addressed as follows:

ACCO Engineered System, Inc.
888 E Walnut Street
Pasadena, CA 91101
and by e-mail at [email protected]
Agreement with ACCO Engineered Systems, Inc. Page 11 of 46 Rev. 07-01-18
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

Agreement with ACCO Engineered Systems, Inc. Page 12 of 46 Rev. 07-01-18

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

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

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

26. PREVAILING WAGE
In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.

Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title 8 of the California Code of Regulations, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws.

Agreement with ACCO Engineered Systems, Inc. Page 13 of 46 Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

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

“CITY”
ACCO ENGINEERED SYSTEMS, INC.
a California corporation

Dated:

By (Signature):

Name: Hugh Palmer
Title: Assistant Secretary
Principal Place of
Business Address:
888 East Walnut Street
Pasadena, CA 91101
Email Address: [email protected]
Telephone: (818) 730-5556
“CONTRACTOR”

Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 14 of 46 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS

SECTION 1. GENERAL ........................................................................................... 15 SECTION 2. SERVICES TO BE PERFORMED ...................................................... 15 SECTION 3. SPECIFIC REQUIREMENTS .............................................................. 20 SECTION 4. REPORTS ........................................................................................... 21 SECTION 5. COMPLETION OF SERVICES ........................................................... 22 SECTION 6. HOURS AND DAYS OF SERVICE ..................................................... 22 SECTION 7. SCHEDULING AND PLANNING ......................................................... 22 SECTION 8. SERVICE CHANGE REQUESTS ....................................................... 22 SECTION 9. PURCHASE ORDER ISSUANCE AND ADDITIONAL SERVICES ..... 22 SECTION 10. WORKMANSHIP................................................................................. 22 SECTION 11. PERMITS AND LICENSES ................................................................. 24 SECTION 12. WARRANTY ....................................................................................... 24 SECTION 13. CITY FURNISHED MATERIALS ......................................................... 25 SECTION 14. WORK AREA ...................................................................................... 25 SECTION 15. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS ............ 25 SECTION 16. DISPOSAL OF WASTE AND SCRAPS .............................................. 26 SECTION 17. SAFETY .............................................................................................. 26 SECTION 18. INJURY/PROPERTY DAMAGE .......................................................... 27 SECTION 19. CONTRACTOR PERSONNEL ............................................................ 27 SECTION 20. E-BUILDER ......................................................................................... 29 SECTION 21. TRANSPORTATION, SHIPPING AND FREIGHT ............................... 30

Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 15 of 46 Rev. 07-01-18
SECTION 1. GENERAL

1.1 Contractor shall provide all labor, materials, tools, delivery, and supervision necessary to complete the following on a turnkey basis at Donald Von Raesfeld (DVR) Power Plant for Silicon Valley Power (“SVP”), the Electric Utility of the City of Santa Clara (“City” or “SVP”).

Remove two (2) existing air compressors and two (2) air dryers Provide and install two (2) new air compressors and two (2) new air dryers Supply all tools and equipment required for the removal and installation process
Perform commissioning services

1.2 Contractor shall provide ongoing preventative maintenance and repair services.

1.3 The term “Services” refers to all work required under this Agreement, including but not limited to installation, commissioning, and any tasks necessary for proper system functionality, maintenance, and repair.

1.4 The term “Systems” refers to the two (2) new air compressors and two (2) new air dryers as well as any additional equipment added during the Term.

1.5 Contractor shall perform the Services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications, including but not limited to:

Building Energy Efficiency Standards
Any deviations must be approved in writing by City

1.6 To the extend not inconsistent with this Agreement, the City’s RFB 24 -25-46 (including subsequent updates) and Contractor’s proposal response dated April 21, 2025, are hereby incorporated by reference herein and shall supplement this Exhibit and be subject to the terms and conditions of the Agreement. In the event of a conflict between the Agreement (including its Exhibits and the RF B 24-25-46 or Contractor’s proposal, the Agreement (including its Exhibits) shall govern.

SECTION 2. SERVICES TO BE PERFORMED

2.1 Systems Specifications. The air compressors and air dryers shall meet the following minimum requirements:

Air Compressor

2.1.1.1 Model: Ingersoll Rand, Model H125A, or approved equal

1.1.1 1.1.2

1.1.3 1.1.4

1.5.1 1.5.2

2.1.1 Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 16 of 46 Rev. 07-01-18

2.1.1.2 Type: Oil-free, with 100% system redundancy

2.1.1.3 Capacity: 523 cubic feet ( ft.) per minute (CFM) at 125 per square inch gauge (psig)

2.1.1.4 Voltage: 480V

2.1.1.5 Input/Output (I/O): I/O shall be hardwired to terminal blocks.

The I/O shall include, at a minimum, the following signals:
run status, trouble status, start command, stop command, lead command, and lag command.

2.1.1.6 Controller Access: Provide f ull access to the controls and setpoints. The controller shall be unlocked to allow access to all software tools necessary for communication and
configuration.

2.1.1.7 Enclosure Requirements:

Protect all equipment from all elements and
accommodate installation within the existing
footprint or with only minor modifications.

Avoid excessive dismantling of enclosures for
easy access during maintenance and repairs
Reduce sound pressure levels (SPL) to a
maximum of 85 expressed in decibels (dBA) ,
measured in a free field 3 f t. horizontally from
the enclosure
SPL stated are expressed in decibels (dB)
referenced to 20 micropascals
Air Dryer

2.1.2.1 Model: Ingersoll Rand, Model TZ600, or approved equal

2.1.2.2 Type: Heatless regenerative non-hazardous desiccant

2.1.2.3 Capacity: 523 CFM

2.1.2.4 Outlet Dew Point Temperature: -40 Fahrenheit (F)

2.1.2.5 Air Trains: Air supplied at a dewpoint of -40 F, with 100% system redundancy

2.1.2.6 Performance: Capable of maintaining a constant air supply to the instrument air system

2.1.1.7.1 2.1.1.7.2

2.1.1.7.3 2.1.1.7.4

2.1.2 Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 17 of 46 Rev. 07-01-18

2.1.2.7 Vessel Requirements: Air dryer vessels shall handle the pressures and temperatures provided by the new Systems

2.1.2.8 I/O: All I/O shall be hardwired to terminal blocks and include run status, trouble status, start command, stop commands, lead command, and lag command.

2.1.2.9 Controller Access: Provide f ull access to controls and setpoints. The controller shall be unlocked to allow access to all software tools necessary for communication and
configuration.

2.2 Implementation Services. Contractor shall provide the following services:

Pre-Installation Services

2.2.1.1 Provide shop drawings with schematic diagrams , within four (4) weeks after City’s execution of the agreement. Drawings must be submitted for City’s written approval before placing any Systems order.

2.2.1.2 Review any piping modifications with the City before installation and upon completion of the work.

2.2.1.3 Coordinate with City to schedule the delivery and installation of the Systems.

2.2.1.4 Provide a detailed installation plan and schedule covering all implementation activities , including but not limited to the removal, installation, and testing of the Systems.

Delivery

2.2.2.1 Ensure that all products, materials, and equipment are insured against “all risks” from the time they are placed in the possession of the carrier for shipment to/from City until final acceptance by the City.

2.2.2.2 Pack and ship all products, materials, and equipment in accordance with good commercial practices.

2.2.2.3 Deliveries shall be made during business hours (7:00 A.M. – 5:00 P.M.) to the following address:

City of Santa Clara - DVR Power Plant
850 Duane Avenue
Santa Clara, CA 95054

2.2.1 2.2.2
Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 18 of 46 Rev. 07-01-18
Removal and Installation Services

2.2.3.1 Proceed with the removal and installation after all pre - installation services have been completed and approved by the City.

2.2.3.2 Remove and dispose existing systems, including all related equipment and materials.

2.2.3.3 Provide complete turnkey installation of the new Systems, and related equipment and materials.

2.2.3.4 Provide new piping to connect the Systems to the existing plant systems.

Commissioning Services

2.2.4.1 Test all safety controls to ensure full functionality.

2.2.4.2 Verify proper operation of the following:

Pressure control systems
Integrated systems
Failover capability performance
Ability of the Systems to maintain continuous air
system between 90 125 psig
Air supply performance with a dew point of -40oF
Air delivery performance of 525 standard CFM
Functionality of the alarm and indicators. The
alarm signals and system status indications
shall be transmitted to the DVR’s Ovation
Distributed Control System (DCS). Contractor
shall coordinate with City to obtain access to
DCS.

2.2.4.3 Provide detailed test and inspection reports demonstrating proper operation of the Systems.

2.2.4.4 Provide the programming software associated with the Systems.

2.2.4.5 Provide training for SVP personnel on basic operation and maintenance procedures.

2.2.3 2.2.4

2.2.4.2.1 2.2.4.2.2

2.2.4.2.3 2.2.4.2.4

2.2.4.2.5 2.2.4.2.6

2.2.4.2.7 Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 19 of 46 Rev. 07-01-18
Final Acceptance and Deliverables

2.2.5.1 Perform a final test and inspection for City’s approval.

Contractor and City shall collaborate to develop a checklist for the final performance acceptance test.

2.2.5.2 Provide a final report that includes the Systems’ operational requirements outlined in Section 2.2.4.

2.2.5.3 Provide a commissioning report that includes detailed test and inspection results, manufacturer’s start -up checklist, and a performance evaluation.

2.2.5.4 Provide as-built drawings showing the updated layout of the new Systems and related systems (e.g., electrical, piping).

2.2.5.5 Provide operating and maintenance (O&M) manuals, warranty documentation , licensed control software,
communication cables, and a full backup of the final controller configuration.

2.2.5.6 Conduct a joint inspection with the City before final acceptance. The date of final acceptance is the date that the Final Acceptance Certificate ( Appendix A-1) is executed by the City. Final acceptance will be required before the release of the final payment.

2.3 Additional Services. When authorized in accordance with the process outlined in Section 9, Contractor shall provide the following services:

Routine quarterly, semiannually, and annual maintenance in accordance with the O&M manuals. Services may include, but are not limited to:

2.3.1.1 Take service readings before and after maintenance.

2.3.1.2 Check and replace air filter elements.

2.3.1.3 Check and replace filter element of gear case breather.

2.3.1.4 Check and replace cycle and diaphragm of air throttle valve.

2.3.1.5 Replace shaft bushing and overhaul air intake valve.

2.3.1.6 Replace blow-off silencer.

2.3.1.7 Verify check valve operation.

2.2 .5

2.3.1 Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 20 of 46 Rev. 07-01-18

2.3.1.8 Check coolers function, conditions of balance piston diaphragm, and condensate drain(s).

2.3.1.9 Overhaul check valve and main drive motor.

2.3.1.10 Replace inserts, drive coupling, main shaft bearings, and rubber buffers.

2.3.1.11 Change oil /coolant replacement, including compressor oil filter.

2.3.1.12 Perform other OEM -recommended services and parts necessary for continued operation.

Repair and replace parts and consumables. Such parts and consumables include, but not limited to:

2.3.2.1 Compressors and motors

2.3.2.2 Bearings, coolers, and receivers

2.3.2.3 Belts, pumps, and air dryers

2.3.2.4 Relief valves, regulators, and desiccant

2.3.2.5 Instrumentation, filters, and local gauges

2.3.2.6 Hoses, Tubing, and Piping
Provide rental of temporary systems and related equipment as needed to support System functionality during repairs or to accommodate an increase in system capacity.

Provide miscellaneous maintenance and repair services related to the Systems.

SECTION 3. SPECIFIC REQUIREMENTS

3.1 Contractor shall be responsible for providing the following, as required for the Services:

Supervision and administrative support
Program and project management services
Scheduling and logistical planning
Subcontractor management

2.3.2 2.3.3

2.3.4 3.1.1

3.1.2 3.1.3

3.1.4 Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 21 of 46 Rev. 07-01-18
On-site crane support
On-site cribbing and rigging
On-site scaffolding services (if needed)
On-site miscellaneous services (portable restroom facilities, rental equipment such as light standards, generators, fueling services, etc.) Expedited procurement and transportation of materials, parts, and equipment when requested by the City.

SECTION 4. REPORTS

4.1 Service Reports
For the additional services outlined in Section 2.3 of this Exhibit, and within seven (7) days after final acceptance by the City of Services Contractor shall provide a report to the City, which shall include the following information:

4.1.1.1 Type of service such as preventative maintenance, inspection, repair, testing

4.1.1.2 Summary of existing conditions

4.1.1.3 Description of noted issues/deficiencies (including photos) and recommended corrective action

4.1.1.4 Description of service/repairs performed

4.1.1.5 Summary list of spare parts and materials inventory including serial number of all parts removed and installed

4.1.1.6 Other information that may be requested by the City.

4.2 Status Reports
Contractor shall provide regular cost, schedule, and status updates on Services performed throughout the Term.

Depending on the nature and scope of the Services, Contractor may be required to provide status updates daily, weekly, or monthly at the direction of City.

4.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

3.1.5 3.1.6

3.1.7 3.1.8

3.1.9 4.1.1

4.2.1 4.2.2
Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 22 of 46 Rev. 07-01-18
SECTION 5. COMPLETION OF SERVICES
All Services shall be completed in a timely, efficient manner so as to ensure the site, equipment, and/or system is operational as soon as possible.

SECTION 6. HOURS AND DAYS OF SERVICE
Contractor will generally perform the required Services during regular business hours, Monday through Friday. City will, at its discretion, allow access during non-business hours when required.

SECTION 7. SCHEDULING AND PLANNING

7.1 Contractor will coordinate with City to schedule outages associated with performance of Services. When requested by City, Contractor shall be able to plan, staff and execute scheduled maintenance and inspections with thirty (30) days advance notice.

7.2 Contractor may be required to work shifts longer than twelve (12) hours per day or alternative shifts including night shifts.

7.3 Emergency Services. Contractor shall be available to provide 24-hour emergency services, seven (7) days per week, 365 days per year. Contractor shall provide an answering service contact phone number at which an individual can be reached at any time. Contr actor shall respond via phone or email to an emergency request within 24 hours of the City’s notification. Contractor and City shall mutually agree on scheduling the required emergency service.

Contractor shall be on -site within 48 hours from notification to perform the Services.

Contractor shall repair the affected equipment or resolve the emergency within seven (7) business days. If Contractor is unable to repair the affected equipment or resolve the emergency within seven (7) business days, Contractor shall provide to the City a plan and schedule detailing when the emergency shall be resolved.

SECTION 8. SERVICE CHANGE REQUESTS (SCR)

8.1 During the performance of the Services, changes to the Services may be necessary to address unforeseen conditions, site constraints, or operational requirements

8.2 Either the Contractor or City may propose an SCR. The proposed SCR shall be documented in writing and describe:

The nature of the change.

7.3.1 7.3.2

8.2.1 Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 23 of 46 Rev. 07-01-18
The reason for the change.

The impact on schedule.

The impact on cost, if any.

8.3 The City’s designated Project Manager shall have authority to review and approve SCRs, provided that the maximum compensation authorized under the applicable Purchase Order is not exceeded and the SCR does not materially alter the terms of the Agreement, except to modify the scope of Services.

8.4 Upon the City’s Project Manager’s written approval, Contractor shall proceed with the change. If the SCR exceeds the maximum compensation of a Purchase Order, City will review and issue a revised Purchase Order, if appropriate. All approved SCRs shall be incorporated into the Services .

SECTION 9. PURCHASE ORDER ISSUANCE AND ADDITIONAL SERVICES

9.1 General Requirement. All Services under this Agreement must be approved by the City prior to commencement of work through a valid Purchase Order issued by the City. Contractor shall not perform any Services without such authorization. No Purchase Order or cumulative Purchase O rder shall exceed the maximum compensation of the Agreement. All issued Purchase Order shall be incorporated the Agreement.

9.2 Additional Services
“Additional Services” means any services listed in Section 2.3 of this Exhibit, or other services not expressly included within the Scope of Services but are related or necessary for their completion . Additional Services may include, but are not limited to, repairs, replacement of parts, or rentals of temporary systems.

Prior to commencing any Additional Services, Contractor shall submit a proposal outlining the scope of the Additional Services to be provided, an estimate for labor and materials, and the proposed maximum fee.

The City shall approve all Additional Services in writing.

Such services shall be billed at either the rates set forth in Appendix B-1, if applicable, or at a fixed price mutually agreed upon by the Parties. Once approved in writing by the City, these Additional Services shall be incorporated into the Agreement and deemed part of the Services without requiring a formal amendment. Contractor shall provide the approved Additional Services.

8.2.2 8.2.3

8.2.4 9.2.1

9.2.2 9.2.3
Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 24 of 46 Rev. 07-01-18
SECTION 10. WORKMANSHIP

10.1 Contractor shall perform all Services in a professional and environmentally responsible manner that meets or exceeds industry and professional standards of performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.

10.2 All parts and/or components replaced or newly installed in the system shall be factory new and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City, Contractor may use rebuilt parts or new parts from another manufacturer if such alternate parts and/or components are approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.

10.3 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the City’s satisfaction, at Contractor’s sole expense.

10.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any unsatisfactory or defective Services, the Contractor must correct the Services at no additional cost to the City.

SECTION 11. PERMITS AND LICENSES

11.1 Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.

11.2 Contractor is responsible for obtaining an 811 -dig permit for any Services that require digging.

SECTION 12. WARRANTY

12.1 Services. All Services shall carry a warranty of a minimum of twelve (12) months from the date of completion of Services. Contractor shall perform all warranty - related work at no additional cost to the City.

12.2 Systems and Parts. Contractor shall provide a minimum warranty of no less than the greater of either twelve (12) months or 8,000 hours from the final acceptance date or the OEM warranty period. In the event the OEM warranty is less than twelve (12) months, Contractor shal l extend the OEM warranty to a minimum of twelve (12) months. All parts fabricated by Contractor shall include a warranty of twelve (12) months. Contractor shall provide the City with a copy of the any manufacturer’s warranty or extended manufacturer’s warranty.

Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 25 of 46 Rev. 07-01-18

12.3 Contractor shall be responsible for performing all warranty work within a reasonable time. In emergencies where damage may result from delay or where the loss of service may result, the City may choose to perform the work covered in the warranty. The cost associated with the City completing the warranty work shall be charged to Contractor.

SECTION 13. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.

SECTION 14. WORK AREA

14.1 Contractor shall ensure that work area, where Services or other related work are being performed, is free from all surplus materials, waste materials, debris, spills, dirt and rubbish caused by Contractor’s performance of Services. Upon completion of the s cheduled Services or at the end of each day, whichever comes first, Contractor shall ensure the work area is in a clean safe condition. The City shall be the sole judge as to the adequacy of the cleanup.

14.2 Contractor shall follow all directions of City with regard to clean-up both during the course of, and upon completion of Services. If Contractor fails to clean up the work area within forty -eight hours (48) after demand by the City, City may charge Contractor for any costs of clean -up or other services required to adequately protect the City's electrical or other facilities or to restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor’s invoice at City’s sole discretion.

14.3 Contractor must provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

14.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City’s operations and others who may be impacted by Contractor’s Services.

SECTION 15. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS

15.1 Contractor shall provide all equipment, tools (including any specialty tooling), and materials required for the performance of the Services. City will not loan tools or equipment to Contractor. Neither Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.

Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 26 of 46 Rev. 07-01-18

15.2 Contractor shall maintain tools and equipment in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.

15.3 Contractor shall safely store and secure tools, equipment, and vehicles under lock and key when not in use. Contractor will not leave keys in any vehicles or equipment when not in use. Contractor shall promptly report to the City any loss or damage to tools, equipment, or vehicles.

15.4 City will not be responsible for the loss of tools, equipment, or materials.

SECTION 16. DISPOSAL OF WASTE AND SCRAPS

16.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is solely responsible for arranging and implementing proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.

16.2 Contractor shall provide the City with a written report of all disposal of materials within twenty-four (24) hours of disposal unless a shorter timeline is required by local, state, and/or federal regulations.

16.3 Contractor shall recycle all material scraps, and credit the value to the City.

SECTION 17. SAFETY

17.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site. Contractor must erect and properly maintain at all times, as required by the conditions and progress of the Services, all necessary safeguards for the protection of all persons and the public including posting danger signs and warnings against known or unusual hazards.

17.2 Contractor shall perform Services according to accepted industry standards and work/safety practices, including but not limited to the National Fire Protection Association (NFPA) Codes NFPA 70, 70B, and 70E, National Electrical Manufacturer’s Association (NEMA), NETA, and IEEE standards.

17.3 Contractor shall maintain an effective Injury and Illness Prevention Program (IIPP) in writing pursuant to Section 3203, Title 8 of the California Code of Regulations (CCR). The written plan shall include specific instructions with regard to hazards unique to the employee's job assignment. Contractor will submit a copy of Contractor’s IIPP at the City’s request and Contractor shall make Contractor’s IIPP available on-site.

Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 27 of 46 Rev. 07-01-18

17.4 Contractor shall schedule safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

17.5 Contractor must comply with all site -specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PP E). Contractor must comply with SVP’s clearance program for equipment safety requirements. City will provide the clearance program to the Contractor.

17.6 Contractor’s employees (including any subcontractors) must use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Any required PPE and FR clothing shall be provided at the expense of Contractor.

17.7 When requested by the City, Contractor shall provide an on -site Safety Manager/Supervisor to ensure compliance with all applicable safety rules and regulations. The onsite Safety Manager will perform daily audits and submit daily reports to the City that identify discrepancies or non -compliance, and provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 18) and Contractor employees.

SECTION 18. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 19. CONTRACTOR PERSONNEL

19.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On -Site Supervisor to communicate with the City during the performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate tasks and receive feedback. The Project Manager/On -Site Supervisor must be capable of communicating effectively with City staff.

19.2 Staffing
Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

19.2.1 Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 28 of 46 Rev. 07-01-18
Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.

City may reasonably request reassignment of key staff, including the Project Manager. In the event of a request, Contractor shall submit the resumes and other qualifications of proposed replacement employee(s) to City for review and approval.

19.3 Employee Training
At Contractor’s sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

Contractor’s training program shall follow Contractor’s standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

Contractor shall be familiar with SVP’s operating standards. All employees are required to watch SVP’s safety video once per calendar year or prior to the commencement of the Services.

At the City’s request, Contractor shall submit copies of training records for its employees.

19.4 Standards of Conduct
Contractor is solely responsible for its employees while on or about the work site. This includes but is not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

19.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

19.2.2 19.2.3

19.2.4 19.3.1

19.3.2 19.3.3

19.3.4 19.3.5

19.4.1 Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 29 of 46 Rev. 07-01-18

19.4.1.2 Use any prescribed or over -the-counter medications which can potentially impair the employee's ability to perform the Services safely.

19.4.1.3 Present or identify themselves as employees of the City of Santa Clara.

19.4.1.4 Possess or use any firearms, narcotics, drugs, intoxicants, or other restricted materials while on City premises or performing Services.

If a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.

In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 20. E-BUILDER

20.1 Use of e -Builder. When required by City, Contractor shall use e -Builder for submission of data and documents to City throughout the Term. e -Builder is a web-based construction management application hosted by e -Builder, Inc. For certain projects to be defined by the City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with the City.

20.2 Access to e-Builder. The City will establish the Contractor's access to e-Builder by providing licenses to Contractor’s personnel at City’s cost. The Contractor’s designated users will be required to set up their computers/systems to use e - Builder in accor dance with the e -Builder User Training Guide. The City reserves the right to limit the licenses issued to Contractor at any time.

20.3 E-builder Training. Contractor is required to obtain all necessary training to use the e -builder software. Contractor must participate in at least one classroom training or a web-based seminar as determined by City.

20.4 Connectivity to e-Builder. e-Builder is a web -based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet.

Contractor is responsible for its own connectivity to the Internet. e -Builder’s response time i s dependent on the Contractor's equipment, including processor speed, Internet access speed, etc., and current traffic on the Internet. The City will not be liable for any delays associated with Contractor’s use of e-Builder including, but not limited to slow response time, downtime periods, connectivity problems, or

19.4.2 19.4.3
Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 30 of 46 Rev. 07-01-18
loss of information. The Contractor shall ensure connectivity to the e -Builder system whether at the home office or job site. Under no circumstances will Contractor’s use of e -Builder be grounds for a time extension or cost adjustment to the Agreement.

20.5 Acceptance of Information. Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e -Builder system) by the City and the Contractor will be jointly owned. Contractor is responsible for managing, tracking, and documenting the Services and to comply with the requirements of this Agreement. The City's acceptance of documentation in e-builder via automated system notifications or audit logs extends only to the face value of the submitted doc umentation and does not constitute validation of the Contractor's submitted information.

20.6 Format of Project Documents. In addition to submittal of documents through e - Builder, at the City’s sole discretion, the City may require Contractor to submit documents in hard copy format, or both electronic and hard copy format.

20.7 Project Communication. While regular email may still be used for communication, when requested by City, e-Builder shall be used as much as possible in connection with all document and information management required in the performance of work where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all submittals, correspondence, drawings, sketches, payment requests, change orders, reports, and other documents, and uploading them to the e -Builder website. Contractor shall be responsible for the validity of its information placed in e-Builder. Contractor shall use the existing forms and processes in e -Builder to the maximum extent possible. If a required form does not exist in e -Builder, Contractor may include a form of its own or one provided by the City (if available) as an attachment to a submittal or process.

20.8 Archive Copies. When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e -mail, or resident on e -Builder for the duration of the Agreement. Such data shall be available to Cit y, and authorities with the jurisdiction (including funding agencies or representatives) on demand.

20.9 Should the City replace e -Builder with a different project management tool, Contractor, and subcontractors shall be required to use the new project management tool selected by the City.

SECTION 21. TRANSPORTATION, SHIPPING AND FREIGHT

21.1 Contractor shall be responsible for shipment and delivery of all required products, parts, materials, and equipment to City. Contractor will pay all freight charges which may be reimbursed subject to the terms of Section 2 of Exhibit B. All products, parts, materials, and equipment shall be entirely at Contractor’s risk from Agreement with ACCO Engineered Systems, Inc. / Exhibit A Page 31 of 46 Rev. 07-01-18
the time they are placed in possession of the carrier for shipment to/from City until final acceptance by the City.

21.2 Contractor will pack and ship all products, parts, materials, and equipment in accordance with good commercial practices.

21.3 Contractor shall ensure that products, parts, materials, and equipment are insured against “all risks” from the time the products, materials, and equipment are placed in the possession of the carrier for shipment to/from the City until received by the City at the location set forth in the applicable Purchase Order.

21.4 Contractor shall notify City at least sixty (60) minutes prior to arrival of any deliveries to City. City will provide a contact name and phone number to the Contractor.

Agreement with ACCO Engineered Systems, Inc. / Appendix A-1 Page 32 of 46 Rev. 07-01-18
APPENDIX A-1

FINAL ACCEPTANCE CERTIFICATE

After the City is satisfied with the Air Compressor and Air Dryer (“Systems”) installation, as specified herein, the City will initiate execution of the Final Acceptance Certificate.

Customer Name: City of Santa Clara (“City”)

Project Name: Air Compressor and Air Dryer Replacement and Maintenance Services, RFB # 24-25-46

This Final Acceptance Certificate memorializes the occurrence of System Acceptance.

Contractor and the City acknowledge that:

1. Contractor has completed all Services promised under this Agreement.

2. The Systems are accepted, and all punch list items generated during testing have been completed.

3. By acknowledging the Final Acceptance of the Systems, the City agrees to pay any remaining and approved outstanding invoices to Contractor, including previously withheld retainage.

City of Santa ACCO Engineered Systems, Inc.
(“City”) (“Contractor”)

By: ____________________________ By: _______________________________

Name: _________________________ Name: _____________________________

Title: ___________________________ Title: _______________________________

Date: ___________________________ Date: ______________________________

Agreement with ACCO Engineered Systems, Inc. / Exhibit B Page 33 of 46 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

1.1 The maximum compensation payable to Contractor during the Term shall not exceed $900,000 (Maximum Compensation) . This amount includes the fixed system implementation cost set forth in Section 2.1 and any City -approved additional services.

SECTION 2. SYSTEM IMPLEMENTATION COST

2.1 Contractor shall provide all equipment, materials, and labor to provide System replacement as specified in Section 2.1 and 2.2 of Exhibit A on a firm fixed fee basis as set forth in Table B1.

Table B1: System Implementation Cost
Services Amount
System Replacement $516,800
On-site Services: Removal, Installation, and
Commissioning $197,000
Subtotal - Firm Fixed Price $713,800
Estimated Taxes (9.125%) for the total systems cost
of $516,800 $47,158
Total System Implementation Cost $760,958

2.2 If Contractor requires changes to the firm -fixed-price scope, Contractor shall only be permitted to request changes with justification, such as additional scope requested by City or unanticipated field conditions. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope or field conditions. Any approved increase in the fixed fee shall utilize funds set aside for additional services under the Maximum Compensation.

Contractor shall not be entitled to additional payment for issues such as errors in the calculation of original pricing or other changes that are not directly related to changes requested by City.

2.3 Payment shall be made to Contractor by City following acceptance of designated milestones, as shown in Table B 2 of this Exhibit . Contractor shall prepare an invoice that includes an itemization of all time spent and activities performed.

Contractor shall not invoice amounts requiring submittal of certified payroll in advance of the performance of those services.

2.4 All payments are based upon City’s acceptance, as evidenced by the successful completion of each milestone. City shall have no obligation to pay unless Agreement with ACCO Engineered Systems, Inc. / Exhibit B Page 34 of 46 Rev. 07-01-18
Contractor has successfully completed, and City has approved the milestone for which payment is due.

2.5 The signed Final Acceptance Certificate (Appendix A-1) triggers final payment and the start of the warranty period.

Table B2: Milestone Payment Schedule:

Milestone Payment
Percentage
Payment Amount
Final Approval of Shop
Drawings 10% $71,380
Delivery of Systems 30% $214,140
After Installation 50% $356,900
Final Acceptance 10% $71,380
Subtotal $713,800
Estimated Taxes to be paid on
total systems cost of $516,800
upon delivery
$47,158
Total Payments $760,958
SECTION 3. RATES FOR ADDITIONAL SERVICES

3.1 Rates. Except for those Services authorized at fixed price, Contractor shall submit proposals and invoice all Services at the rates listed in Table B3 in Appendix B-1 (RATES) attached and incorporated by reference.

3.2 Rates listed in Table B3 are fully burdened and will remain fixed for the first two (2) years of the Agreement.

3.3 Rate Changes.

3.3.1 Rate Increase. After the first two (2) years of the Agreement, Contractor may request a pricing increase not to exceed t wo percent (2%) annually.

Contractor shall notify the City ninety (90) days in advance of any proposed rate increase. Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City.

3.3.2 Rate Changes. Rate changes other than rate increases such as, but not limited to, addition of labor classifications shall be negotiated and authorized pursuant to this section in advance of performing services for which rates are applicable.

3.3.3 Any rate increases are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City.

Agreement with ACCO Engineered Systems, Inc. / Exhibit B Page 35 of 46 Rev. 07-01-18

3.4 Reimbursable Expenses. Contractor may pass through costs such as , but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section. Any and all reimbursable expenses related to each Purchase Order shall be described in Contractor’s proposal and accounted for in the total cost for each proposal and Purchase Order . Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses aren’t included in the hourly rate where applicable, (3) such expenses were approved in advance by City , (4) Contractor submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of any documents or materials.

No Markup

2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.

No Markup

3. Charges for outside parts, materials, equipment,
and services (including subcontractor fees,
equipment, rental equipment, materials, and
facilities not furnished directly by Contractor).

Not to exceed 10%

4. Contractor may charge allowable mileage at the
prevailing IRS rate per mile. Mileage is not
applicable to rental cars. Rental cars are
reimbursed at actual fuel cost only.

No Markup

5. Unless approved in writing (e-mail acceptable) in
advance, reimbursement to Contractor (and any
subcontractors) for meals, lodging, and related per
diem will 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.

No Markup

6. Other reimbursable expenses with prior written
approval from the City.

No Markup
SECTION 4. PAYMENT PROVISIONS

4.1 System Replacement Services . For the fixed price services specified in Section

2.1 and 2.2 of Exhibit A, Contractor shall invoice pursuant to the payment milestones in Section 1 of this Exhibit.

Agreement with ACCO Engineered Systems, Inc. / Exhibit B Page 36 of 46 Rev. 07-01-18

4.2 Time and Materials. For Services authorized to be paid on a time and materials, Contractor shall provide an invoice to the City aligned with each Purchase Order.

The invoice must include the following information:

4.2.1 Invoice Number, Purchase Order Number, and Invoice Period.

4.2.2 Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.

4.2.3 Sufficient detail for City to verify (a) that the charges are in accordance with the Purchase Order, (b) that rates listed in Appendix B-1 are charged, and (c) where applicable, hours worked can be matched to certified payroll submittals.

4.3 Fixed Price. For Services authorized to be paid on a fixed price basis, Contractor shall provide an invoice to the City in accordance with the Purchase Order and based on either (a) the percentage of Services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s), as specified in the Purchase Order and subject to the following:

4.3.1 Invoices must include the following information:

4.3.1.1 Invoice Number, Purchase Order Number, and Invoice Period.

4.3.1.2 Detailed information on the Services performed on each deliverable or task completed on each project, as applicable.

4.3.2 Contractor shall not invoice labor costs subject to prevailing wage s in advance of performing the applicable Services.

4.3.3 With regard to milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.

4.4 Pre-Payment. City shall not be required to pay a deposit or any other form of pre - payment prior to Contractor beginning the Services.

4.5 Payment Limited to Satisfactory Work. Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

4.6 Certified Payroll. When applicable, Contractor must submit all necessary certified payrolls through LCP Tracker in advance of its request for payment. These submittals shall comply with the requirements set forth in Exhibit D and are subject to verification by the City.

Agreement with ACCO Engineered Systems, Inc. / Exhibit B Page 37 of 46 Rev. 07-01-18

4.7 Accurate Invoice. If the invoice submitted by Contractor is not accurate, the invoice may be returned to Contractor to correct and resubmit before payment can be processed.

4.8 Payment. If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll , City shall process the invoice for payment.

4.9 Confidential. Invoices are not confidential even if marked as confidential when submitted.

Agreement with ACCO Engineered Systems, Inc. / Appendix B-1 Page 38 of 46 Rev. 07-01-18
APPENDIX B-1
RATES

1. RATES

1.1. Contractor shall charge, and the City shall pay for actual Services rendered and authorized by the City. The rates applicable for the Additional Services are listed below in Table B3 - Labor, Service, and Equipment Rates.

1.2. In cases where services are required but not listed below, Contractor shall submit rates for approval by the City in advance, in writing before performing the services in accordance with the process outlined in Section 9 of Exhibit A.

Table B3: Labor, Service and Equipment Rates:

Labor Classification Straight
Time Hourly
Rate
Overtime
Hourly
Rate
Double
Time
Hourly
Rate
Project Manager $175.00 N/A N/A
Foreman $225.00 $337.50 $450.00
Journeyman $225.00 $337.50 $450.00
Apprentice $215.00 $322.50 $430.00
Supervisor $225.00 $337.50 $450.00
Service Technician $225.00 $337.50 $450.00
Chiller and Plumbing
Technician
$242.00 $385.50 $514.00
Technician Truck with Tools $95.00 per visit / per technician Service Rate
Oil and Coolant Replacement $7,000 per visit / per system Oil Disposal of Hazardous
Material
$50.00 per gallon

Agreement with ACCO Engineered Systems, Inc. / Appendix B-1 Page 39 of 46 Rev. 07-01-18
Equipment Daily Rates
OXE / Torch / Welding $75.00
Vibration Analyzer $400.00
Laser Alignment $300.00
Parts
Parts manufactured by Contractor shall be at price authorized by the City. Parts from the original equipment manufacturer shall be at Contractor’s actual cost plus a 10% markup. Where a markup is applied, Contractor shall provide receipts or invoices pursuant to Section

3.4 of Exhibit B.

2. DEFINITIONS
The following definitions apply to the rates listed in Table B3.

2.1. “Straight Time” means the first eight (8) hours worked per day Monday through Friday, excluding Holidays (“Holidays”).

2.2. “Holidays” means New Year’s Day, Martin Luther King’s Birthday, Washington’s Birthday, Good Friday, Friday before Memorial Day, Memorial Day, working day before Independence Day, Independence Day, Friday before Labor Day, Labor Day, Veteran’s Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve, Christmas Observed, the day after Christmas, and New Year’s Eve.

2.3. “Overtime” means the:

2.3.1. hours worked in excess of eight (8) hours per day, from Monday through Friday; or

2.3.2. first eight (8) hours worked on Saturdays.

2.4. “Double Time” means the:

2.4.1. hours worked in excess of twelve (12) hours per day Monday through Friday; or

2.4.2. hours worked in excess of eight (8) hours on Saturdays; or

2.4.3. hours worked during Holidays: or

2.4.4. hours worked on Sundays.

Agreement with ACCO Engineered Systems, Inc. / Exhibit C Page 40 of 46 Rev. 07-01-18

EXHIBIT C

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

A. COMMERCIAL GENERAL LIABILITY INSURANCE

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

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

4. 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.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE

1. Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form Agreement with ACCO Engineered Systems, Inc. / Exhibit C Page 41 of 46 Rev. 07-01-18
CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

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.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

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

D. POLLUTION LIABILITY
Pollution Liability with a limit of not less than $2,000,000 per occurrence and in the aggregate. Policy shall provide coverage while onsite, during transport and for any disposal required. Coverage under a "claims made" policy will remain in effect for a period of five (5) years after the final completion date of all Work.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability, business automobile liability, pollution liability, and each umbrella or excess policies.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution Agreement with ACCO Engineered Systems, Inc. / Exhibit C Page 42 of 46 Rev. 07-01-18
from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

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

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

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to Agreement with ACCO Engineered Systems, Inc. / Exhibit C Page 43 of 46 Rev. 07-01-18
City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

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

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

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

EBIX Inc.

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

Agreement with ACCO Engineered Systems, Inc. / Exhibit D Page 44 of 46 Rev. 07-01-18

EXHIBIT D

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

A. Prevailing Wage Requirements

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

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

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

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

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq , as well as any additional Agreement with ACCO Engineered Systems, Inc. / Exhibit D Page 45 of 46 Rev. 07-01-18
documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS- 140 and DAS-142.

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

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

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

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

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

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

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Agreement with ACCO Engineered Systems, Inc. / Exhibit D Page 46 of 46 Rev. 07-01-18
Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, th e records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do no t comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

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

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

4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-876 Agenda Date: 10/21/2025

REPORT TO COUNCIL

SUBJECT
Action on an Amendment to an existing Agreement for General Chemistry Laboratory Services with McCampbell Analytical, Inc.

BACKGROUND
The City of Santa Clara (City) operates and maintains a drinking water distribution system. This system serves about 130,000 residents and all commercial, institutional, and industrial customers within City limits. It consists of seven water storage tanks, three imported water connections, 20 active groundwater wells, and 34 water quality sampling stations. To ensure quality and safety, the City samples and tests its water sources on a weekly basis, as needed in emergency situations. This schedule meets requirements set by the California Code of Regulations (Title 22, Chapter 15), which governs water quality and monitoring. The City publishes its test results each year in the Water Quality Consumer Confidence Report. To continue service, the City must test its distribution system on schedule and without interruption.

On July 7, 2020 (RTC#20-591), the City Council approved an agreement with McCampbell Analytical, Inc. (“McCampbell”), a State-certified laboratory, to provide the general chemistry water quality testing services required to meet State regulations. McCampbell was selected through a formal Statement of Qualifications process based on “best value,” where McCampbell received the highest overall score. The agreement authorized an initial term of five years, beginning on July 1, 2020, and ending on June 30, 2025, with a maximum compensation not to exceed $251,719. After the initial term, the agreement allows the City to exercise up to two additional one-year option periods.

On September 15, 2025, through the authority delegated by the City Council in RTC #20-591, the City Manager approved Amendment No. 1, exercising the first of two option periods, subject to the same terms and unit pricing. Amendment No. 1 extended the term by four months through October 31, 2025, and increased compensation by $15,000 for a revised maximum allowable compensation of $266,719. This short-term extension was needed to ensure services could continue while the City and McCampbell negotiated updated rates for the remaining option periods.

DISCUSSION
In June 2025, McCampbell informed the City that they would no longer be able to provide services at the current rates. As the original agreement would expire on June 30, 2025, and the City Manager’s delegation of authority only authorized extensions where the agreement terms and pricing remained the same, the City partially exercised the first option period to allow time to review the proposed rates and, if accepted, seek City Council approval for a second amendment.

McCampbell requested a rate increase due to rising operational costs and the need to adjust for inflation, thereby ensuring their ability to provide the City with high-quality services. An analysis by City of Santa Clara Printed on 10/17/2025Page 1 of 3
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25-876 Agenda Date: 10/21/2025
the City determined the proposed rates were fair and reasonable, as they had not been changed over the initial five-year term. The updated rates correspond to a 22% average increase overall, or approximately 4.5% annually over a five-year period, and will remain fixed from November 1, 2025, through June 30, 2027.

The City is recommending Amendment No. 2 to update the contracted rates and exercise the remainder of the first option period as well as the second option period, thereby extending the term through June 30, 2027. The City will prepare to release a new solicitation for these services in late 2026 or early 2027, ensuring continued high-quality services at competitive rates.

The City is also recommending, in Amendment No. 2, that the maximum compensation be increased by $150,000, from $266,719 to $416,719, to support the increased costs and extended term.

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

FISCAL IMPACT
Amendment No. 2 of the contract with McCampbell Analytical, Inc. will increase the maximum compensation by $150,000, from $266,719 to $416,719, to provide services through June 2027. The funding for water quality sampling is budgeted in the Water and Sewer Utilities Department’s Operating Budget.

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

RECOMMENDATION

1. Authorize the City Manager to execute Amendment No. 2 to the agreement with McCampbell Analytical, Inc. to extend the term from October 31, 2025, through June 30, 2027, and increase compensation by $150,000 for a revised maximum allowable compensation of $416,719, in a final form approved by the City Attorney.

2. Authorize the City Manager to negotiate and execute future amendments as needed to (1) add, modify or delete services and (2) make de minimis changes, all subject to the total maximum compensation, appropriation of funds, and review and approval as to form by the City Attorney.

Reviewed by: John Ramirez, Director, Water and Sewer Utilities Department Approved by: Jovan Grogan, City Manager
City of Santa Clara Printed on 10/17/2025Page 2 of 3
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25-876 Agenda Date: 10/21/2025

ATTACHMENTS

1. Agreement with McCampbell Analytical, Inc.

2. RTC # 20-591

3. Amendment No. 1 - McCampbell Analytical

4. Amendment No. 2 - McCampbell Analytical
City of Santa Clara Printed on 10/17/2025Page 3 of 3
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Agreement with McCampbell Analytical, Inc. Page 1
Rev. 07-01-18
EBIX Insurance No. *S20000_____

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MCCAMPBELL ANALYTICAL, INC.

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

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

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions Agreement with McCampbell Analytical, Inc. Page 2
Rev. 07-01-18
of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Initial Term of this Agreement shall begin on July 1, 2020 and terminate on June 30, 2025.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to two additional one-year terms through June 30, 2027 (“Option Periods”). City shall provide Contractor with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement.

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

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

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

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” Based on the Agreement with McCampbell Analytical, Inc. Page 3
Rev. 07-01-18
estimated annual cost to provide services, the maximum compensation of this Agreement during the Initial Term is two hundred fifty-one thousand, seven hundred nineteen dollars ($251,719), subject to budget appropriations. During the Option Periods, if exercised by the City, compensation for services shall continue at the per-service prices listed in Exhibit B, subject to budget appropriations. These amounts include all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.

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

Agreement with McCampbell Analytical, Inc. Page 4
Rev. 07-01-18

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

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

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

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees Agreement with McCampbell Analytical, Inc. Page 5
Rev. 07-01-18
to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

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

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

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

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement Agreement with McCampbell Analytical, Inc. Page 6
Rev. 07-01-18
shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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

City of Santa Clara
Attention: Water and Sewer Utilities
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]

And to Contractor addressed as follows:

Rosa Venegas
McCampbell Analytical, Inc.
1534 Willow Pass Road
Pittsburg, CA 94565
(925) 252-9262
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

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

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

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with McCampbell Analytical, Inc. Page 7
Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

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

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

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

Agreement with McCampbell Analytical, Inc. Page 8
Rev. 07-01-18

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

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

BRIAN DOYLE
City Attorney

DEANNA J. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

MCCAMPBELL ANALYTICAL, INC.
a California corporation

Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address: 1534 Willow Pass Road, Pittsburg, CA 94565 Email Address:

Telephone: (925) 252-9262
Fax: (925) 252-9262
“CONTRACTOR”

Agreement with McCampbell Analytical, Inc./Exhibit A-Scope of Services Page 1 Rev. 07-01-18

EXHIBIT A

SCOPE OF SERVICES
A. GENERAL
Contractor shall provide all labor, materials, tools, and equipment required to perform bacteriological water quality lab services.

Contractor shall maintain a valid State Water Resources Control Board (SWRCB) certification during the life of this Agreement. Contractor shall provide proof of current certification upon request by the City.

Contractor shall perform the required services in accordance with State and Federal Environmental Protection Agency (EPA) requirements, as well as all other applicable governmental regulations, customary quality standards and accepted best practices for the type of work being performed.

Contractor shall be responsible for transporting samples to and from destination sites; providing sample containers; and furnishing all equipment and facilities required for analysis, report preparation and Electronic Data Transfer (EDT includes City and various regulatory agencies as necessary, including, but not limited to the SWRCB and EPA).

Any additional analysis from non-routine sample collections relating to potable water, recycled water, storm water, and wastewater in accordance with the pre-determined schedule and procedures described herein are also included in this scope of services.

B. ENVIRONMENTAL LABORATORY ACCREDITATION PROGRAM (ELAP)

CERTIFICATION
The contractor shall possess and maintain ELAP accreditation for all required fields of testing per the contaminants specific in this Exhibit A.

The Contractor shall submit proof of accreditation to the City for all required fields of testing and shall also submit documentation of accreditation renewal when renewal takes place.

The Contractor shall notify the City within 24 hours of receiving State notification that any ELAP accreditation is revoked or expires.

C. DESCRIPTION OF REQUIRED SERVICES

Project Coordination
The Contractor shall coordinate with the City to ensure that all scheduling of sample pick up and analysis meets SWRCB requirements and regulatory deadlines.

1. 2.

3. 4.

5. 1.

2. 3.

1. Agreement with McCampbell Analytical, Inc./Exhibit A-Scope of Services Page 2 Rev. 07-01-18
The Contractor shall dedicate a project manager who will be directly responsible for the management of the Agreement and who is the primary contact for the City.

The Contractor shall also provide the City with designated contacts within the organization including emergency telephone numbers and email addresses.

The Contractor shall conduct testing and reporting of water samples according to the requirements contained herein.

Any additional analyses/services available by the Contractor (other than those specifically bid) and requested by the City shall be compensated in accordance with a quote provided by the Contractor prior to sample collection/services performed. (See “Optional Services” below.) Special samples may be requested by the City at any time and the Contractor will conduct testing and reporting on special samples on weekends, holidays, and after normal business hours as needed.

The City reserves the right to change the number of samples collected for testing.

Sampling Materials
The Contractor shall supply all materials and equipment for collection and handling of samples at no additional charge (e.g., sample containers, preservatives, coolers, synthetic ice, labels, travel blanks, field blanks, chain of custody forms, etc.).

All sample coolers and synthetic ice shall be disinfected by the Contractor prior to City use.

Contractor is responsible for reviewing the sampling schedule submitted by the City and shall provide the sample bottle(s) three (3) weeks in advance of the scheduled sample date.

Sample Schedule and Process
The City will provide the annual sampling schedule in advance. “Routine sample” is defined as a sample originally listed as shown on the sampling schedule.

Sample Pick-Up and Transport
The City will conduct sampling and provide samples to the lab courier at a designated City address. The Contractor shall be the courier service coordinator ensuring that samples are picked up in a timely manner when

2. 3.

4. 5.

6. 7.

1. 2.

3. 1.

1. Agreement with McCampbell Analytical, Inc./Exhibit A-Scope of Services Page 3 Rev. 07-01-18
contacted by the City, adhering to all lab methods and regulatory requirements for sample holding time.
a. The Contractor shall provide courier service to pick up samples at a City location (either 1500 Warburton Avenue or 1715 Martin Avenue Santa Clara, CA) on the day the samples are taken unless otherwise specified by the City.
b. Weekday sample pickup shall be during normal business hours The Contractor is responsible for the safe and secure handling of the samples after they have been relinquished by the City. Contractor shall ship, receive, and analyze within hold time requirements of each applicable analytical method.

Samples are to remain in separate City-designated coolers and not be consolidated with other Agencies’ samples during transport. Samples are to be handled only by qualified Contractor personnel. Sample transport coolers will be separately designated for drinking water samples and non-drinking water samples
Any other frequencies of pickup and delivery will be on an “as instructed basis” by the City. Rush samples may occasionally be required any day of the week.

The cost of routine transportation of samples is included in the price of Required Services.

Analysis of Samples
Contractor shall analyze all samples immediately upon receipt Analysis of samples collected shall be performed only by qualified Contractor staff in accordance with current applicable provisions of the State of California Environmental Health Regulations, as set forth in Title 22 of the California Code of Regulations, and the regulations of the federal EPA, as set forth in Title 40 of the Code of Federal Regulations.

Methods shall be as described in the current version of ‘Standard Methods for the Examination of Water and Wastewater,’ or as specified by the EPA or SWRCB, and must be reviewed and approved by the City prior to its use by the Contractor.

The Contractor shall provide immediate notification of any quality assurance/quality control failures.

If the Contractor experiences any issues with any sample where resampling is required, the City shall be notified within 24 hours.

2. 3.

4. 5.

1. 2.

3. 4.

5. Agreement with McCampbell Analytical, Inc./Exhibit A-Scope of Services Page 4 Rev. 07-01-18
Laboratory analysis for the specified contaminants shall be conducted in accordance with current methods approved by the EPA.

The Contractor shall not release any data with anomalies until approved by the City.

The Contractor shall notify the City immediately of any non-compliant sample results.

No subcontracted companies may be used for sample analysis unless approved in advance by the City.

The City reserves the right to revise analysis parameters.

Preparation and Submittal of Required Reports
Reports shall be prepared and delivered to the City electronically via e-mail.

The Contractor shall analyze and report constituents as indicated under the California Environmental Health Regulations, Title 22 of the California Code of Regulations, Division 4, Chapter 15.
a. The Contractor shall comply with all State and Federal regulations and guidelines relating to notification of test results in excess of the respective constituent’s Maximum Contaminant Level (MCL) or other regulatory limit. b. The Contractor shall notify the City contact by phone within 24 hours of any general chemistry test result which falls out of the Secondary MCL for that constituent.
c. All test results less than the Detectable Limit for Purposes of Reporting (DLR) shall be reported as non-detect.
d. Reports for general physical analyses must be delivered to the City within seven calendar days of sample date, unless otherwise approved in advance by the City. All other reports for samples taken during a given month shall be delivered to the City within three weeks, unless otherwise approved in advance by the City.
e. Report for “General Physical” shall include results for “Color, Odor, and Turbidity” for each sample location.

The Contractor shall submit the required data to SWRCB via Electronic Data Transfer (EDT) at no additional charge. Verification of successful EDT shall be delivered to the City electronically via e-mail upon receipt of verification. a. Contractor shall have the capability to transfer data electronically to regulatory agencies. Reports for all samples taken in a calendar month

6. 7.

8. 9.

10. 1.

2. 3.

Agreement with McCampbell Analytical, Inc./Exhibit A-Scope of Services Page 5 Rev. 07-01-18
which require electronic transmittal to a regulatory agency or database must be transmitted to that agency during the timeframe designated by their respective regulations (Title 22 CCR, etc.).
b. Contractor is required to provide the City with State electronic data transfer (EDT) form(s) for all state-reported samples.

Additional reports, which are customary or required by applicable regulations, shall be included.

Analysis and reports provided to the City shall be prepared in a professional manner and suitable for review.

D. OPTIONAL SERVICES

City Staff Training: The Contractor shall administer training to City staff on as- needed basis and review of City Standard Operating Procedures. Training shall include information on: the proper handling and storage of sampling bottles, best management practice techniques for pulling water samples, preservation of samples waiting for transport, preparing water samples for transport to ensure the water sample arrives at the lab in good condition and at an adequate temperature for testing and proper chain of custody documentation.

Sampling Services: If requested by the City, the Contractor shall take specified samples from designated locations other than those locations listed under Required Services above. All sampling shall be in accordance with water quality sampling best practices and any specific sampling requirements for the specific contaminant being analyzed. The Contractor is then responsible for sample transportation, analysis and reporting per the regular laboratory services. Contractor shall also be able to accommodate non-routine (special, rush and repeat) sample(s) pickup on any business day as needed by the City.

Contractor will be compensated for such optional training, sampling services and non-routine sample(s) pickup based on the fee schedule quoted by Contractor at the time of the City’s request for the optional services.

4. 5.

Agreement with McCampbell Analytical, Inc./Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18

EXHIBIT B

SCHEDULE OF FEES
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

Agreement with McCampbell Analytical, Inc./Exhibit B-Schedule of Fees Page 2 Rev. 07-01-18

A. REQUIRED SERVICES

General Chemistry Tests Required

Water Quality Tests

ITEM METHOD FREQ. QTY.1 Turnaround Time (days)2 Price

1. IDSE
"THMs" EPA 524.2 4 8 10 $50.00
"HAA5" SM 552.2 4 8 10 $95.00

2. Annual Compliance
Nitrates EPA 300.0A 1 26 5 $12.00

3. Triennial, Title 22
General Mineral/IOC secondary various 1 9 15 $200.00
Cyanide SM4500CN-F 1 9 15 $48.00
Perchlorate EPA 314.0 1 9 15 $42.00
General Physical various 1 9 15 $95.00
Volatile Organic Chemical EPA524.2 1 9 15 $80.00
Synthetic Organic Chemical EPA 525.2 1 9 15 $170.00
Glyphosate EPA 547 1 9 15 $95.00
Dioxin EPA 1613 1 9 15 $275.00
Diquat EPA 549.2 1 9 15 $95.00
EDB & DBCP EPA 524.2 1 9 15 $55.00
Endothall EPA 548.1 1 9 15 $95.00
Pesticides & PCBs EPA 505 1 9 15 $95.00
Carbamates EPA 531.2 1 9 15 $120.00
Herbicides EPA 515.3 1 9 15 $110.00
Radiological - Gross alpha EPA 900.0 1 9 15 $60.00
1,2,3 - Trichloropropane various 1 9 15 $80.00
Hexavalent Chromium EPA 218.6/218.7 1 9 15 $30.00

4. Lead and Copper
60 Homes, Lead EPA 200.8 1 60 Standard $10.00
60 Homes, Copper EPA 200.8 1 60 Standard $10.00

5. UCMR4
Metals EPA 200.8 2 26 Standard $20.00
Pesticides EPA 525.3 2 26 Standard $170.00
SOC EPA 530 2 26 Standard $170.00
Alcohols EPA 541 2 26 Standard $170.00
Microcystins EPA 544 8 2 Standard $165.00
Cyanotoxins EPA 545 8 2 Standard $220.00
Total Microcystins EPA 546 8 2 Standard $85.00
HAA9 EPA 552.3 4 8 10 $120.00

I I I I I

I I I I I
Agreement with McCampbell Analytical, Inc./Exhibit B-Schedule of Fees Page 3 Rev. 07-01-18

Continued next page

6. Asbestos
Asbestos EPA 100.1/2 1 6 15 $175.00

Notes:

Due to variable nature of water quality regulations, testing is subject to change 1 Number of sample points
2 Unless otherwise noted

Annual General Chemistry All-inclusive Contract Price as described above: $45,767.00 Total General Chemistry All-inclusive Contract Price for the Initial Term: $228,835.00

B. OPTIONAL SERVICES

Additional analyses/services and pick-up/delivery fees for non-routine services, when requested by the City, shall be compensated in accordance with a quote provided by the Contractor prior to sample collection / services provided.

The total amount billed to City for Optional Services shall not exceed $22,884.00 for the Initial Term.

Agreement with McCampbell Analytical, Inc./Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Agreement with McCampbell Analytical, Inc./Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

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

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

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

Agreement with McCampbell Analytical, Inc./Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

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

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to Agreement with McCampbell Analytical, Inc./Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

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

EBIX Inc.

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

----
Agreement with McCampbell Analytical, Inc./Exhibit C-Insurance Requirements Page 5 Rev. 07-01-18
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
20-591 Agenda Date: 7/7/2020

REPORT TO COUNCIL

SUBJECT
Action on an Agreement for General Chemistry Laboratory Services with McCampbell Analytical, Inc. [Council Pillar: Deliver and Enhance High Quality Efficient Services and Infrastructure]

BACKGROUND
The City of Santa Clara (City) owns and operates a drinking water distribution system consisting of seven water storage tanks, three imported water connections, 21 active groundwater wells, and 34 dedicated water quality sampling stations. The City provides drinking water to a residential population of approximately 130,000 as well as commercial, institutional, and industrial customers within City limits. The City also provides recycled water service throughout a large portion of the City for approved non-potable uses.

To ensure the quality and safety of the City’s drinking water sources, and to remain in compliance with the California Code of Regulations (Title 22, Chapter 15), the City is required to sample and test its water sources on a regular, routine schedule for a multitude of constituents. Additionally, non- routine/emergency samples are to be taken as necessary.

DISCUSSION
The City issued a Statement of Qualifications (SOQ# WA-WS 1) via BidSync, the City’s e- procurement system on October 29, 2019, to procure the services of a qualified, State-certified laboratory to conduct general chemistry water quality testing for the City. Additional analyses from non-routine sample collections related to potable water, recycled water, storm water, and wastewater were additional requirements included in SOQ.

Two (2) submittals were received. The submittals were reviewed and ranked by an evaluation team consisting of Water and Sewer Utilities staff: Assistant Director of Water and Sewer Utilities, Compliance Manager, and Water Resource Planner. The submittals were evaluated based on the firm’s qualifications and relevant experience, project approach, schedule, and cost. Evaluation scores for the submittals received are as follows:

Criteria Max
Points
Eurofins McCampbell
Analytical
Experience of Firm 35 21 23
Experience of Team/Availability 35 32 30
Cost 30 22 30
Total Score 100 75 83
City of Santa Clara Printed on 3/17/2023Page 1 of 2
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20-591 Agenda Date: 7/7/2020
Based on staff’s evaluation, McCampbell Analytical, Inc. is recommended to provide general chemistry laboratory services for the City.

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

FISCAL IMPACT
The initial term of the Agreement is five (5) years beginning on or about July 1, 2020 and ending on or about June 30, 2025, at a cost of $228,835, with an additional 10% contingency (up to $22,884) to cover any additional water quality analyses as needed, for a total not-to-exceed amount of $251,719.

The compensation amount is based on a forecast of the number of tests required over the five year term, multiplied times the unit price for each test. There is sufficient funding in the Water and Sewer Utilities Department’s Water and Sewer Utilities Operating Budget for Water Quality to cover this agreement.

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

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

RECOMMENDATION

1. Approve and authorize the City Manager to execute the Agreement for General Chemistry Laboratory Services with McCampbell Analytical, Inc. for an initial term starting on July 1, 2020 and ending on June 30, 2025, at a cost of $228,835 with an additional 10% contingency amount of $22,884, for a total maximum not-to-exceed amount of $251,719, subject to the appropriation of funds;

2. Authorize the City Manager to execute amendment(s) to the Agreement to make minor adjustments to testing protocols or in the event that testing requirements exceed the forecast, subject to the same Agreement terms and unit pricing, and the appropriation of funds; and

3. Authorize the City Manager to exercise up to two additional one-year term options through June 30, 2027, subject to the same agreement terms and unit pricing, and the appropriation of funds.

Reviewed by: Gary Welling, Director, Water and Sewer Utilities Department Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Agreement for General Chemistry Laboratory Services with McCampbell Analytical, Inc.

City of Santa Clara Printed on 3/17/2023Page 2 of 2
powered by Legistar™
Ebix Insurance No. S200004587
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MCCAMPBELL ANALYTICAL, INC.

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

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement For Services Between The City Of Santa Clara, California and McCampbell Analytical, Inc., dated October 21, 2020 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide bacteriological water quality lab services, and the Parties now wish to amend the Agreement to extend the term and increase maximum compensation by $15,000 from $251,719 for a revised not-to-exceed amount of 266,719.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. REINSTATEMENT
To reinstate the Agreement and extend the expiration date of the Agreement so that it did not terminate on June 30, 2025. All rights and obligations shall continue from June 30, 2025 through the agreement term set forth in this Amendment. By this Amendment the Parties agree to ratify the term extension.

2. Section 2 of the Agreement, entitled “TERM OF AGREEMENT” is amended to read as follows:

A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the Initial Term of this Agreement will begin on July 1, 2020 and terminate on October 31, 2025.

B. After the Initial Term, the Agreement may be renewed for up to two additional terms (“Option Periods”). If exercised, Option Period Terms will be as follows:

Option Period Option Period Term
#1 November 1, 2025 to June 30, 2026
Docusign Envelope ID: 2E45B494-C884-499C-9123-5C4BA6A57C30 Amendment No. 1 to Agreement/McCampbell Analytical, Inc. Page 2 Rev. 10/25/2019
#2 July 1, 2026 to June 30, 2027
C. City will provide Contractor with no less than thirty (30) days prior written notice of its intent to exercise one of the Option Periods.

3. Section 6 of the Agreement, entitled “COMPENSATION AND PAYMENT” is amended to read as follows:
“In consideration for Contractor’s complete performance of services, City will pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES”. All work performed or materials provided in excess of the maximum compensation will be at Contractor’s expense.

Contractor will not be entitled to any payment above the maximum compensation under any circumstance.”

4. Exhibit B of the Agreement, entitled “SCHEDULE OF FEES” is hereby amended to read as shown in the First Revised Exhibit B, attached hereto and incorporated herein by this Amendment No. 1.

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

Signature on next page
Docusign Envelope ID: 2E45B494-C884-499C-9123-5C4BA6A57C30 Amendment No. 1 to Agreement/McCampbell Analytical, Inc. Page 3 Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

Glen 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”
MCCAMPBELL ANALYTICAL, INC.

A California corporation
Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:
1534 Willow Pass Road
Pittsburg, CA 94565
Email Address:

Telephone: (925) 252-9262
Fax: (925) 252-9270
“CONTRACTOR”
Docusign Envelope ID: 2E45B494-C884-499C-9123-5C4BA6A57C30 8/21/2025 | 12:57 PM PDT
Sales Manager
[email protected]
Nicole Hisamoto
9/15/2025 | 2:11 PM PDT
Amendment No. 1 to Agreement/McCampbell Analytical, Inc. Page 4 Rev. 10/25/2019

FIRST REVISED EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The maximum compensation the City will pay Contractor for all professional fees, costs and expenses provided under this Agreement will not exceed two hundred sixty-six thousand, seven hundred nineteen dollars ($266,719).

2. INVOICING
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

3. FEE SCHEDULE

3.1 Water Quality Testing Services
Water Quality Testing Services will be provided according to the rates listed in the table below.

The total cost of General Chemistry Testing Services for the period beginning July 1, 2024 and ending on October 31, 2025 will not exceed $60,767.00.

Water Quality Testing Services
(General Chemistry Tests)

ITEM METHOD FREQ. QTY.1
Turnaround Time
(days)2 Price

1. IDSE
"THMs" EPA 524.2 4 8 10 $50.00
"HAA5" SM 552.2 4 8 10 $95.00

2. Annual Compliance
Nitrates EPA 300.0A 1 26 5 $12.00

3. Triennial, Title 22
General Mineral/IOC
secondary various 1 9 15 $200.00
Cyanide SM4500CN-F 1 9 15 $48.00
Perchlorate EPA 314.0 1 9 15 $42.00
General Physical various 1 9 15 $95.00
Volatile Organic Chemical EPA524.2 1 9 15 $80.00
Synthetic Organic Chemical EPA 525.2 1 9 15 $170.00
Glyphosate EPA 547 1 9 15 $95.00
Dioxin EPA 1613 1 9 15 $275.00
Diquat EPA 549.2 1 9 15 $95.00
EDB & DBCP EPA 524.2 1 9 15 $55.00
Endothall EPA 548.1 1 9 15 $95.00
Pesticides & PCBs EPA 505 1 9 15 $95.00
Docusign Envelope ID: 2E45B494-C884-499C-9123-5C4BA6A57C30

I I I I I

I I I I I
Amendment No. 1 to Agreement/McCampbell Analytical, Inc. Page 5 Rev. 10/25/2019
Carbamates EPA 531.2 1 9 15 $120.00
Herbicides EPA 515.3 1 9 15 $110.00
Radiological - Gross alpha EPA 900.0 1 9 15 $60.00
1,2,3 - Trichloropropane various 1 9 15 $80.00
Hexavalent Chromium
EPA
218.6/218.7 1 9 15 $30.00

4. Lead and Copper
60 Homes, Lead EPA 200.8 1 60 Standard $10.00
60 Homes, Copper EPA 200.8 1 60 Standard $10.00

Continued next page

6. Asbestos
Asbestos EPA 100.1/2 1 6 15 $175.00

Notes:

Due to variable nature of water quality regulations, testing is subject to change 1 Number of sample points

3.2 Optional Services

Additional analyses/services and pick-up/delivery fees for non-routine services, when requested by the City, will be compensated in accordance with a quote provided by Contractor and accepted by the City prior to providing the services.

The total amount billed to City for Optional Services will not exceed $22,884 for the term beginning on July 1, 2020 and ending on October 31, 2025.

Docusign Envelope ID: 2E45B494-C884-499C-9123-5C4BA6A57C30

Ebix Insurance No. S200004587

AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MCCAMPBELL ANALYTICAL, INC.

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and McCampbell Analytical, Inc. a California corporation (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement For Services Between The City Of Santa Clara, California and McCampbell Analytical, Inc., dated October 21, 2020 (Agreement); and
B. The Agreement was previously amended by Amendment No. 1, dated September 15, 2025, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended.” C. The Parties entered into the Agreement for the purpose of having Contractor provide bacteriological water quality lab services, and the Parties now wish to amend the Agreement to extend the term and increase maximum compensation by $150,000 from $266,719 for a revised not-to-exceed amount of $416,719.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement, entitled “TERM OF AGREEMENT” is amended to read as follows:

2. Exhibit B of the Agreement, entitled “SCHEDULE OF FEES” is hereby revised and replaced with the Second Revised Exhibit B, attached hereto and incorporated herein by this Amendment No. 2.

3. Except as set forth herein, all other terms and conditions of the Agreement will remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 2, the provisions of this Amendment No. 2 will control.

Amendment No. 2 to Agreement/McCampbell Analytical, Inc. Page 2 Rev. 10/25/2019
The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form:

Dated:

GLEN R. GOOGINS
City Attorney

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

MCCAMPBELL ANALYTICAL, INC.

A California corporation
Dated:

By (Signature):

Name: Nicole Hisamoto
Title: Sales Manager
Principal Place of
Business Address:
1534 Willow Pass Road
Pittsburg, CA 94565
Email Address: [email protected]
Telephone: (925) 252-9262
Fax: (925) 252-9270
“CONTRACTOR”

Amendment No. 2 to Agreement/McCampbell Analytical, Inc. Page 3 Rev. 10/25/2019

SECOND REVISED EXHIBIT B

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION
The maximum compensation the City will pay Contractor for all professional fees, costs and expenses provided under this Agreement will not exceed four hundred sixteen thousand, seven hundred nineteen dollars ($416,719).

3. FEE SCHEDULE

3.1 Water Quality Testing Services
As of November 1, 2025, the Water Quality Testing Services will be provided according to the rates listed in the table below.

Water Quality Testing Services
(General Chemistry Tests)

ITEM METHOD FREQ. QTY.1
Turnaround Time
(days)2 Price

1. IDSE
"THMs" EPA 524.2 4 8 10 $90.00
"HAA5" SM 552.2 4 8 10 $167.00

2. Annual Compliance
Nitrate/ Nitrite/ Nitrate-Nitrite
(calculated) EPA 300.0A 1 26 Standard $25.00
General Mineral/IOC
secondary various3 1 10 15 $220.00
Cyanide SM4500CN-F 1 10 15 $55.00
Perchlorate EPA 314.0 1 10 15 $62.00
General Physical various4 1 10 15 $95.00
Volatile Organic Chemical EPA524.2 1 10 15 $120.00
Synthetic Organic Chemical EPA 525.2 1 10 15 $200.00
Glyphosate EPA 547 1 10 15 $140.00
Dioxin EPA 1613 1 10 15 $275.00
Diquat EPA 549.2 1 10 15 $124.00
EDB & DBCP EPA 524.2 1 10 15 $80.00
Endothall EPA 548.1 1 10 15 $120.00
Pesticides & PCBs EPA 505 1 10 15 $150.00
Carbamates EPA 531.2 1 10 15 $155.00
Herbicides EPA 515.3 1 10 15 $138.00

I I I I I

I I I I I
Amendment No. 2 to Agreement/McCampbell Analytical, Inc. Page 4 Rev. 10/25/2019
Radiological - Gross alpha EPA 900.0 1 10 15 $120.00
Radium-226 E903.0 1 10 15+shipping $155
Radium-228 Era-05 1 10 15 + shipping $200
1,2,3 - Trichloropropane EPA 524.2 SRL 1 10 15 $95.00
Hexavalent Chromium
EPA
218.6/218.7 1 10 15 $69.00
Metals: Aluminum, Antimony,
Arsenic, Barium. Beryllium,
Cadmium, Chromium,
Copper, Lead, Mercury,
Nickel, Selenium, Thallium,
and Zinc EPA 200.8 1 10 15 $170

3. Monthly Compliance
General Physical various4 12 9 Standard $95.00
Turbidity SM2130B 12 9 Standard $20

4. Lead and Copper
60 Homes, Lead EPA 200.8 1 60 Standard $17.00
60 Homes, Copper EPA 200.8 1 60 Standard $17.00

5. Other
List of 25 PFAS EPA 533 1 50 Standard $285
List of 4 PFAS EPA 537.1 1 50 Standard $190
CLIP Uploads

1-24

25+
$0

$50 per upload
Notes:

Due to variable nature of water quality regulations, testing is subject to change 1 Number of sample points
2 Unless otherwise noted
3 General Mineral testing includes the following analyses: Alkalinity (speciated), Calcium, Potassium, Magnesium, Manganese, Sodium, Iron by EPA 200.7, Chloride, Sulfate, EC, pH, TDS & Fluoride
4 Color and odor

3.2 Additional Services

The City may request additional services, including but not limited to additional testing/analysis that exceed the frequencies and quantities stated in Section 3.1, additional testing not stated in Section 3.1, or as-needed pick- up and delivery services.

The City will provide Contractor with details of the additional services requested and Contractor will provide a written quote for the requested services. City will provide written authorization to proceed with the additional service upon their review and approval of the quote. At no time will Contractor provide additional services without the prior written authorization from the City to proceed. City will not compensate Contractor for any additional services completed without prior written authorization permitting Contractor to proceed with such work.

I I I I I

I I I I I
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-859 Agenda Date: 10/21/2025

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 5 and Amendment No. 6 to the Grant Agreement with the California Department of Transportation Division of Rails and Mass Transportation, to include additional at- grade crossing upgrades and to expand the budget for the Agnew Road At-Grade Crossing Project and Related Budget Amendments

BACKGROUND
In 2014, City staff submitted a request for safety improvements at the Agnew Road crossing of the Union Pacific Railroad (UPRR) tracks (Attachment 1) under the Section 130 Railroad-Highway Crossings Program. This federally funded program, established by the U.S. Congress in 1987, is intended to eliminate hazards to vehicles and pedestrians at public railway-roadway crossings. The program is funded by the Federal Highway Administration (FHWA), administered in California by the Department of Transportation’s Division of Rails and Mass Transportation (Caltrans), and utilizes federal Surface Transportation Program (STP) funds.

Under state guidelines and the California Public Utilities Code, the California Public Utilities Commission (CPUC) is responsible for determining the scope of work needed to eliminate hazards at all public at-grade crossings.

In July 2017, the CPUC issued final recommendations for improvements at the Agnew Road crossing. The proposed work is divided between the City and UPRR. The City’s scope includes reconstruction and installation of concrete sidewalks, tactile warning strips, curb ramps, pavement striping, and adjustment of utilities within the City and railroad rights-of-way. UPRR’s scope includes replacement of railroad warning devices (flashing lights and automatic gates) and reconstruction of the concrete panel crossing surface.

In December 2017, Caltrans notified the City that $573,750 in federal funding had been obligated for the City’s portion of the work. This amount covers 100 percent of the City’s estimated costs, and no local funding match is required. Caltrans will reimburse the City for all eligible costs incurred up to this amount. The City and UPRR will coordinate throughout the design and construction phases to deliver all recommended safety improvements at the crossing. On March 20, 2018, City Council approved the agreement with the California Department of Transportation Division of Rails and Mass Transportation for the Agnew Road At-Grade Crossing Project (Attachment 2).

To date, the City and Caltrans have executed Amendments No. 1 through 4 to the agreement (Attachment 3), which address extensions of the grant agreement duration and authorization for the City Manager to make minor modifications to the agreement and execute all documents necessary for the administration of the project.

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25-859 Agenda Date: 10/21/2025

DISCUSSION
The City worked closely with Caltrans and UPRR to advance the project. However, the project was delayed due to coordination with the Capitol Corridor Joint Powers Authority (CCJPA) on their adjacent Agnew Siding Rail Improvement Project. During this effort, the California Public Utilities Commission (CPUC), which oversees railroad and rail transit safety in California, recommended additional safety enhancements that were not within the project scope and budget. In response to CPUC’s recommendations, the City, Caltrans, and UPRR determined that to address the CPUC’s recommendations additional improvements and grant funding is required.

To support these improvements, Caltrans, UPRR, and the City have agreed to include additional at- grade crossing upgrades under this project and to expand the project budget. As a result, Caltrans prepared Amendments No. 5 and No. 6 to the agreement, providing the City with an additional $3,812,402.49 in funding. This brings the total project funding to $4,386,152.49. This amount covers 100 percent of the City’s estimated costs, and no local funding match is required.

Staff requests Council authorization for the City Manager, or designee, to execute Amendment No. 5 and Amendment No. 6 to the agreement (Attachment 4). Amendment No. 5 reduces funding from $573,750 to $12,152.49 and Amendment No. 6 increases funding to $4,386,152.49. Caltrans prepared these amendments to align the project with its administrative accounting procedures. Staff also requests approval of the associated budget amendments. Staff will return to Council, as needed, for the award of future consultant and construction contracts related to this project.

ENVIRONMENTAL REVIEW
This project is federally funded and requires environmental review under both the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA). Caltrans is the lead agency responsible for NEPA review and the City is the lead agency responsible for CEQA review. The City, as the lead agency responsible for CEQA, will complete any necessary additional environmental review required by CEQA as part of the project development process.

FISCAL IMPACT
The total revised cost estimate for the work to be completed by the City is $4,386,152.49. The City has received $12,152.49 in prior grant reimbursements, and this project is currently budgeted in FY 2025/26 in the amount of $560,645. Staff requests a budget amendment to increase funding for the Agnew Road At-Grade Crossing Project by $3,813,355, which will be funded through reimbursements from Caltrans. As the funding source is external and there is no local match, there is no impact to the City’s General Fund with the exception of staff time.

Budget Amendment
FY 2025/26
Current Increase/
(Decrease)
Revised
Streets and Highways Capital Fund
Revenues
Other Agencies Revenue $28,571,001 $3,813,355 $32,384,356 Expenditures
Agnew Road At-Grade Crossing Project$560,645 $3,813,355 $4,374,000 City of Santa Clara Printed on 10/17/2025Page 2 of 3
powered by Legistar™
25-859 Agenda Date: 10/21/2025
Current Increase/
(Decrease)
Revised
Streets and Highways Capital Fund
Revenues
Other Agencies Revenue $28,571,001 $3,813,355 $32,384,356 Expenditures
Agnew Road At-Grade Crossing Project$560,645 $3,813,355 $4,374,000

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

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

RECOMMENDATION

1. Authorize the City Manager or designee to Execute Amendment No. 5 and Amendment No. 6 to the Grant Agreement with the California Department of Transportation Division of Rails and Mass Transportation, to include additional at-grade crossing upgrades and to expand the budget for the Agnew Road At-Grade Crossing Project and Related Budget Amendments, in final forms approved by the City Attorney; and

2. Approve the FY 2025/26 budget amendment in the Streets and Highways Capital Fund to increase the Other Agencies Revenue estimate by $3,813,355 to recognize grant funding for the California Department of Transportation Division of Rails and Mass Transportation grant and increase the Agnew Road At-Grade Crossing Project expenditure appropriation in the amount of $3,813,355 (five affirmative Council votes required to appropriate additional revenue).

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

ATTACHMENTS

1. Location Map

2. Caltrans Grant Agreement

3. Executed Amendments No. 1, 2, 3, and 4 to Grant Agreement

4. Amendment No. 5 and 6 to Grant Agreement
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Project Location
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STATE OP CALJFORNIA=:::CAL!fORNIA STATE TRANSPORTATION AGENCY EDMUNDO BROWN Jr Governor

DEPARTMENT OF TRANSPORTATION

DIVJSION OF RAIL AND MASS

TRANSPORTATION
1120 N STREET
P. 0. BOX 942874 - MS 74
SACRAMEN TO, CA 94274-0001
PHONE (916) 651-9534
PAX (916) 653-4565
TT Y 711
www.dot.ca.gov
May 2, 2018
Mr. Vincent Luchessi, P.E.

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Dear Mr . Luchessi,
Section 130 Grade Crossing Improvement Program
City of Santa Clara: Agnew Road
DOT No.: 7499650
STPLR-7500(265), 75LX332
Mak/11g ConservCll/on
a Ca/{fomla Way of life.

Enclosed is your executed Service Contract No.: 75LX332 , between the City of Santa Clara and the California Department of Transpoliation (Caltrans) Division of Rail and Mass Transpo1tation. You may consider this your Notice to Proceed, with the work as outlined in the Contract.

Please coordinate with the railroad at this location as appropriate . They will advise you of any necessary permits , which may be required, prior to beginning work on this project.

When the work is completed , and the warning devices are in operation, please notify the California Public Utilities Commission , with copies to Caltrans Division of Rail and Mass Transportation . Also 1 please comply with paragraph 17 of this Contract , so that we may properly notify Caltrans Division of Accounting to close this project with the Federal Highway Administration.

If you have any questions , feel free to contact me at (916) 651-8244.

Sincerely,

NO EMI C, RIOS
Railroad Crossing Safety Program
Enc losures

CITY CL RK FILE COPY

ST ATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
Contract No: 75LX332
Sheet 1 of 10
Novemb r 22, 2017
. Unjt Project ID Phase Subjob Object Amount FY Encumbrancf Doc No
3811 0018000017 s 049 $573,750 2017/2018 75LX332
ltem I Chapter I Statutes Fisca l Year
2660-102-0890 I 14 I 2017 2017/2018
I hereby certify upon my own personal knowledge that budgeted funds arc SERVICE CONTRACT NO: 75LX332 available for the period and purpose of the expenditure stated herein. PROJECT NUMBER : STPLR-7500(265) Signature of Accounting Officer Date The numbers above are to be placed on all invoices which shnll be w y!!-J,o
mailed to:

Caltrans Division of Rail and Mass Transportation
P.O. Box 942874, MS 74
Sacramento, CA 94274-0001
LOCAL AGENCY: City of Santa Clara
ADDRESS: 1500 Warburton Avenue Effective Date of Contract: November 22, 2017 Santa Clara, CA 95050
Phone: (408) 615-3048 Expiration Date of Contract: November 22, 2020 The City of Santa Clara (hereinafter referred to a Local Agency) hereby agrees to do the work set forth herein for the State of California, Department of Transportation (hereinafter referred lo as Caltrans) in accordance with alJ applicable laws including but not limited to, California Streets and Highway Code section I 14(b) and CaJjfornia Governmenl Code l4038 and regulations and the provisions of this form including the attached sheets and Exhibi ts. The Local Agency agrees lo receive and accept as full compensation ll1erefore the payment provided herein , Local Agency must provide Caltrans with a copy of a resolution, order, motion, or ordinance of the local gove rning body, which by law has authority to enter into an agreeme nt, authorizing execution of thi agreemenl.

The work is located in the City of Santa Clara, at the grade crossing located at the intersection of Agnew Road and Union Pacific Railroad (hereinafter referred lo as Railroad) tracks, CPUC No. 00 I L-41.60 , Fede ral DOT No. 7499650. All work !o be completed by Local Agency under the terms of this Conlract i described in Exhibit A (hereinafter referred to as Project ).

Total CostEstimate: $425,00 0
Engineering/Administration $148,750
Contingency/Inflation Factor: '
TOTAL PROJECT COST:

TOTAL AMOUNT OF THIS
CONTRACT:
$573,750
$573,750
Jt is expressly agreed that all persons engaged 011 this work are employees of the Local Agency and/or contractors hired by the Local Agency pursuant ro its own policies and procedures and that none are employees of Ca/trans.

Furthei·, Caltrans hereby agrees to the terms as above set forth , and hereliy agrees to pay the actual allowable costs incurred up lO the limit set forth herein; provided, that by 11111/ual consent of the Local Agency and Caltrans , this co11tract may be modified OI' terminated at any time.

IN WITNESS WHEREOF, tire parties to this contract have hereunto set their hand the year a11d date first above writren,

CALIFORNIA
Date ______ --l¾'--'i'--'g_ffi...,o+-(l ...... F_,,ig.,__ ___ __ _ Dute ________________ ___ _ s Y'S OFFICE
ST ATE OF CALIFORNlA

DEPARTMENT OF TRANSPORTATION
Contract No: 75LX332
Sheet 2 of 10
November 22, 20 17

1. It is mutually understood between the parties that this contract may have been written before ascertaining the availability of congressional or legislative appropriation of funds, for the mutual benefit of both patti es, in order to avoid program and fiscal delays that might occur if the contract were executed after appropriations are actually made.

2. This contract is valid and enforceable only if sufficie nt funds are made availab le to Caltrans by the United States Government or the Californja State Legislature for the purpose of this progra m. In addition, this contract is subject to any addi tional restrictions , limitations, conditions or any statute enacted by the Congress or the State Legislature that may affect the provisions, tetms or funding of this contract in any manner. It is mutually agreed that if the Congress or the State Legislature does not appropriate sufficient funds for the program, this contract shall be amended to reflect any reduction of funds .

3. This service contract is for the elimination of hazards at Railr oad-Highway intersections (cross ings) with funds provided to Caltrans under Section 130, Tiile 23 USC. Said elimination of hazards is a cooperat ive effort between Caltrans , Local Agency the California Public Utilities Commiss ion (hereinafter referred to as CPUC) and Railroad. The CPUC bas eval uated the railroad highway intersection and determined what improvements are necessary; Caltrans acts as a conduit for the federal funds to the Local Agency and the Railroad and the Local Agency and Railroad are respon sible for building and maintaining the improvements mandated by the CPUC.

4. The total actual allowab le costs reimbursab le by Caltrans under this Service Contract, shall not exceed $573,750.

5. The Local Agency will not proceed with any work on the Project, nor be required to purchase any materials , until authorized in writing by Caltrans. Such authorizat ion (hereinafte r referred to as Notice to Proceed) shall not be issued by Caltrans until suffic ient State or Federal funds have been obliga ted for the project. State and Fede ral maximum liability pursuant to this contract is limited to the amount set forth in this contract.

6. The Local Agency agrees to perfo rm the Project work and to provide and furnish all necessary labor, materials, tools, and equipment required therefore, and to prosecute Project diligently to completion. Caltrans and Local Agency agree that the Project work as provided herein is pursuant to Federal ·rules and regulations and not State Jaw (he.reinafter referred to as FHWA-1273 attac hed). Caltrans is acting as a conduit for disbursement of Federal Surface Transpo rtation Program funds for hazard elimination at railroad intersec tions on city streets, coun ty roads and State Highways.

7. Regard,iog the FHWA's Buy America policies (23 CFR 635.410), the Local Agency shall comply with the Buy America provisions set forth in 23 CFR 635 .410 witb respect to the Project, as regards the use of steel, iron and manufactured goods produced in the United States, subject to the conditio ns therein set forth.

8. Any person, company ror corporatio n who performs work authorized under terms of this contract must have a valid California contractor's license. All. authorized work performed by

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
ConLract No: 75LX332
Sheet 3 of 10
November 22, 2017
employees of Local Agency and any CPUC regulated public utility, City, County or Public Service District is not subject to the above contractor's license requirement.

9. Local Agency must coordinate Project work with the railroad that owns or operates the tracks where the intersect ion is located.

10. Local Agency will secure all legally required and necessary permits and approvals before commencing Project construction.
l 1. Where Project work is in conjunction with work done by Railroad , Railroad will constr uct railroad track and signal work to its own standard specifica tions., Local Agency will not perform any work on the Railroad tracks or within railroad right of way without securing written permission from the railroad. Project work done within twenty-five feet of the centerline of the Railroad' s nearest track may require a Railroad employee to protect the workers of Local Agency or its contractors. Tb.is provision is pursuant to Federal Law and must be clearly agreed to in writing between Local Agency and Railroad before commencement of Project work at the railroad-highway intersectio n. A copy of this agreement between Railroad and Local Agency shall be provided to Caltrans by Local Agency as soon as it is executed:

12. Caltrans will reimburse the Local Agency on the basis of actual cost, not to exceed the Project cost herein. Any cost of the work determi ned by Caltrans to be not reimbursable, shall be borne by Local Agency. Indirect overhead charges will not be allowed unless Local Agency has an Indirect Cost Rate Proposal approved by Caltrans' Audit s and Investigations.

13. Any warning devices medians, signs, pavement markings, structures or other improvement s, which may be installed in conjunction with Project, shall be located as agreed upon between Railroad and the California Public Utilities Commissi on and as approved by the Federal Highway Administration (FHW A). Such locations are indicated in Exhibit A hereto.

14. Guidance , regulatory , warning and temporary traffic control sjgns, curb and pavement, or other markings and traffic signals installed or placed on any project constructed with federal funds shall conform to the Manual of Uniform Traffic Control Devices (MUTCD) and its California Supplement (CAMUTC D). Deviations from the Mandatory Standards for signs, markings , and traffic signals as defined and shown in the MUTCD and CAMUTCD are not permitted.

15. Local Agency invoice procedures shall conform to the California State Department of Tran sportation , Division of Rail and Mass Transportation , Railroad Crossing Safety Branch 's Invoice Guidelines for Local Agencies. Correspondence and/or invoices are to be sent to:

Californ ia Department of Transportation , Division of Rail and Mass Transportation , P. 0. Box 942874, MS 74, Sacramento, California 94274 , if by U.S. Mail. If by courier, then address invoice to: California Department of Transportation, Division of Rail and Mass Transportation, 1415 11th Street, MS 74, Sacramento, California 95814.

16. Not more frequently than once a month, but at least quarte rly, Local Agency will prepare and submit to Caltrans invoices for actual allowable costs incurred consistent with the Exhibit A attached hereto. Caltrans will review the invoi ce for compliance with this contract. Provided contract terms are complied with, payment will be made by Caltrans to Local Agency within forty-five (45) days of

ST ATE OF CALIFORNIA

DEPARTM ENT OF TRANSPORTATION
Contract No: 75LX332
Sheet 4 of 10
November 22, 2017
the date of receipt of an invoice by Caltrans. Invoices which are determined not be in comp liance wm be returned to Local Agency for correction of deficiencies , after which LocaJ Agency will resubmit the invoice to Caltrans as prescribed above.

17. The Local Agency, upon comp letion of the Project work, will provide to Caltrans a written declaration/not ification that the Project has been final billed and ready to be closed. Th is declaration shall be based upon actual allowable Project cos t, Project Scope and Project cost limi ts set forth hei·ein. Upon receipt of this declarati on, Caltrans will pay all outstanding allowab le invoi ced Project cos ts. If upon finaJ accou nting, it is determined that Caltrans previ ously paid more than its share of said project, Local Agency shaJl refund the difference between Caltrans' share and the amount paid by Caltrans. All records of the Local Agency , its conn·actors and subcontractor s are subject to audit by representa tives of the Caltrans and FederaJ Highway Administration. Such records wiU be retained and made immediately availabl e for inspection by Caltrans ' Auditors for a period of three years from Caltrans' date of final payment of aforementioned final invoice .

18. All work to be done hereunder by Local Agency shall be done only by its employees on a force account basis, or by contractors , the cost thereof to be paid to Loca l Agency by Caltra ns in the manner hereinaft er set forth.

19. Local Agency agrees that the 48 CFR, Chapter l Part 3 L et seq., Contract Cost Principle s and Procedw-es, Federal Acquisition Regu lations System, shaU be used to determine the allowable individual items of indirect cost. Local Agency agrees to comply with the applicable Feder al procedures in accordance with Offi ce of Management and Budget Circular A-87, Cost Principle s for State and Local Governm ents and CFR 49, Part 18, Unifo rm Adm inistrative Requfrem ents for Grant s and Cooperative Agreements with State and Local Government s.

20. All applicable portions of 23 CFR Part 140, Subpart 1 are by refer ence incorporated herein and made a part hereof .
2 1. An itemized estimate of the cost of the work to be performed by Local Agency is attached hereto as a part of Exhibit B and made a part hereof.

22. Caltr-ans agrees to reimbur se Local Agency for qualified insurance expenses as authorjzed by 23 CPR 646 et seq., and as set forth in cost estimates attac hed hereto.

23. The Local Agency has 180 days after the expiration date of this contract to submit the final invoice to Caltrans for verjfication and payment.

24. In cooperation with the Railroad , the Local Agency shall maintain the Project improvements made under this contract located in its right of way.

25. Subject to the availabifay of labor and material and securing the required and necessary permit s and approvals, it is the intent of the parties hereto that all construction work under this service contract shall be completed within three years afteJ the effective date of this contract, unless a time extension is requeste d by Local Agency and approved in writing by Caltrans. The expiration date of this contract is shown on the face sheet. Costs incurr ed prior to the effective

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTA TION
Contract No: 75LX332
Sheet 5 of IO
November 22, 20 17
date of contract or after the expiration date of cont ract are unallowable and shall not be billed by the Local Agency to Caltrans except as may be prov ided by separate agreement.

26. AMENDMENT: No amendmen t or variation of the terms of this Contract shall be valid unless made in writin g, signed by the parties and approved as required. No oral understand ing or Agreement not incorporated in this Contract is binding on any of the parties.

27. ASSIGNMENT: This Contract is not assignable, in whole or in part, without the consent of Caltrans in the form of a formal written amendment

28. AUDIT: Locai Agency agrees that Caltrans or its designated representative shall have the right to revi.ew and to copy any records and suppo1ting documentation pertaining to the performance of this Contract. Local Agency agrees to maintain such reco rds for possible audit for a minimum of three (3) years afte r final payment, unless a longer period of reco rds retention is stipulated. Local Agency agrees to allow the auditor(s) access to such records during normal business hours and to allow inter views of any employees who might reasonab ly have information related to such reco rds. Furth er, Local Agency agrees to include a simi lar right of the State to auclit records and interview staff in any subcontract related to performance of this Contract . (Gov. Code §8546 .7, Pub, Contract Code §10115 et seq., CCR TitJe 2, Section 1896).

29. INDEMNIFICATION: Local Agency agrees to indemnify , defend and save harmless the State , its office rs, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontracto rs, suppliers, laborers, and any other person, firm or corporation furn ishing or supplyin g work services, materials, or supplies in connection with the performance of this Contract, and from any and all claims and losses accruin g or resultin g to any person, firm or corpora tion who may be killed injured or damage d ex,cept to the extent that such death injury or damage results from the sole or active negligence of Caltra ns.

30. DISPUTES: Local Agency shall continue with the respo nsibiliti es under this Contract during any dispute.

31. TERMINATION FOR CAUSE: Caltrans may termin ate this Con tract and be relieved of any payments should the Local Agency fail to perform the requireme nts of this Contract at the time and in the mann er herein provided. In the event of such terminatio n Caltrans may proceed with the work in any manner deemed proper by Caltrans. All costs to Caltrans shall be deducted from any sum due the Local Agency under this Contract and the balance, if any, shall be paid to the Local Agency upon demand.

32. INDEPENDENT CONTRACTOR: Local Agency , and the agents and employees of Local Agency, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of Caltrans or State.

33. NON-DISCRIMINATION CLAUSE: Ouring the performance of this Contract, Local Agency and its subcontracto rs shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS ), menta l disability, medica l condition ( cancer), age ( over 40 ), marital status, and denial of family care leave. Contractor and

ST ATE OF CALIFORNIA

DEPARTMENT OF TRANSPOR TATION
Contract No: 75LX332
Sheet 6 of 10
November 22, 2017
subcontractor s shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contracto r and subcontracto rs shall comply with the provisions of the Fait Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the applica ble regulation s promul gated thereunder (California Code of Regulation s, Title 2, S'ection 7285 et seq.). The applicable regulation s of the Fair Employment and Housing Commission implementfag Government Code Sectio n 12990 (a-f), set forth in Chapter 5 of Di vision 4 of Title 2 of the California Code of Regulations, are incorporated into this Contrac t by Jeference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Local Agency shall includ e the nondiscrimination and compliance provision s of this clause in aU subcontracts to perform work under the Contract.

34. GOVERNING LAW: This contract is governed by and shall be interpreted in acco rdance with the laws of the State of California.

35. ANTITRUST CLAIMS: The Local Agency by signing this Coo tract hereby certifies that if these services or goods are obtained by means of a competi tive bid, the Local Agency shaU comply with the requirements of the Government Code Sectio ns set out below:
a. The Government Code Chapter on Anriu·ust claims contain s the following definition s:

L "Public purchase" means a purchase by means of competitjve bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.

2. "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550.
b. In submittin g a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the pmchas ing body all rights, title, and interest in and to all causes of action jt may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commenci ng with Section 16700) of Pa1i 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materia ls, or services by the bidder for sale to tbe purchasing body pursuant to the bid.

Such assignment shall be made and become effec tive at the time the purchasing body tenders final payment to the bidder. Governm ent Code Section 4552. c. If an awarding body or public pLu·chasing body receives, either through judgment or settlement, a monetary recove ry for a cause of action assigned under this chapter, the assigno r shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand , recove r from tbe public body any portion of the recove ry, includin g treble damages, at1ributable to overcharges that were paid by the assignor but were not paid by the public bod y as part of the bid price, less the expenses inctmed in obtai ning that portion of tbe recove ry. Governm ent Code Sectio n 4553. d. Upon demand in writing by the assignor, the assig nee shall, within one year from such demand, reassign the cause of action assig ned under this part if tbe assignor bas been or

ST ATE OF CALIFORNIA
DEPARTMENT OFTRANSPORTATlON
ConLract No: 75LX332
Sheet 7 of 10
November 22, 2017
may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

36. CHILD SUPPORT COMPLIANCE ACT: "For any Contract in excess of $100,000, the Local Agency acknowledges in accordance. with Public Contract Code 7110, that:
a. The Local Agency recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b. The Local Agency, to the best of its knowledge is fully complying with the earnings assignmen t orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Depaitment."

37. UNENFORCEABLE PROVISION: In the event that any provision of this Contract is unenforceable or held to be unenforceable, then the paities agree that all other provisions of this Contract have force and effect and shall not be affected thereby.

38. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000 , the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfarn and Institutions Code Section 11200 in accordance with Public Contract Code Section 10353.

This contract will expire on November 22, 2020. Expiration of this Contract does not release any party hereto from any ongoing pe1formance requirements agreed to herein.

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTAT ION
ExhlbitA
Fed Xing ID: 7499650
CPUC ID: 00lL-41.60
Scope of Work
Contract No: 75LX332
Sheet 8 of 10
November 22, 2017
• Install detectab le warning (tactile strips) on all crossing sidewalk approach es. • Remove railrnad utility pole in northwest quadrant.
• Relocate utility box in the northeast quadrant.
• Raise overhead electrical utility line crossi ng south side of crossing . • Install concrete sidewalk:
o In the northeast quadrant for 50 feet proceeding behind the Commission Standard 9.
o In the southwest quadrant for 50 feet proceeding behind the Commission Standard 9-A.
o Reconstr uct sidewalk in northwest and southeast quadrants. • Install four pedestrian curb ramps at the Agnew Rd/Bassett St intersection. • Install striping including but not limited to:
o Two crosswalks across Bassett St at the Agnew Rd/Ba ssett St intersection. o Left tum travel pathway at Agnew/Lafayette St intersection_ (or "bot's dots).
o Relocate intersection limit lines on Bassett St to accommodate new crosswalks.

Work Item
Curb and Gutter
Sidewalk
Pedestrian Curb Ramp
Detectable W&rning Tiles
Utility Modifications
Striping
Permit Fees
Traffic Control
Subtotal
Contingency

STATE OF CALIF ORNIA

DEPARTMENT OP TRANSPORTATI
Exhibit B
Fed Xing JD: 749965G
CPUC ID : 00J L-41.60
Cost Estimate
Qu&ntity Unit Unit Cost
250 LF 100
1600 SF 75
4 EA 15000
4 EA 5000
1 LS 125000
1 LS 25000
1 LS 30000
1 LS 20000
10%
Construction Admin istration &
Inspection 10%
Construction Engineering 15%
Total Cost Estimate
Total
Contract No: 75LX332
heet 9 of 10
November 22 20 17
25000
120000
60000
20000
125000
25000
30000
20000
$425,000
42500
42500
63750
$573,750

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
Exhibit C
FedXing ID: 7499650
CPUC ID: 00lL-41.60
Drawin g
Contract No: 75LX332
Sheet 10 of 10
November 22, 2017
FHWA-1273 -- Revised May 1, 2012

REQUIRED CONTRACT PROVISIONS

FEDERAL-AID CONSTRUCTION CONTRACTS
I. General
II. Nondiscrimination
Ill. Nonsegregated Facilities
IV. Davis-Bacon and Related Act Provisions
V. Contract Work Hours and Safety Standards Act
Provisions
VI. Subletting or Assigning the Contract
VII. Safety: Accident Prevention
VIII. False Statements Concerning Highway Projects
IX. Implementation of Clean Air Act and Federal Water
Pollution Control Act
X. Compliance with Governmentwide Suspension and
Debarment Requirements
XI. Certification Regarding Use of Contract Funds for
Lobbying

ATTACHMENTS
A. Employment and Materials Preference for Appalachian
Development Highway System or Appalachian Local Access
Road Contracts (included in Appalachian contracts only) I. GENERAL

1. Form FHWA-1273 must be physically incorporated in each construction contract funded under Title 23 (excluding
emergency contracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services).

The applicable requirements of Form FHWA-1273 are
incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider.

Form FHWA-1273 must be included in all Federal-aid design build contracts, in all subcontracts and in lower tier
subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services). The design-builder shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider.

Contracting agencies may reference Form FHWA-1273 in bid proposal or request for proposal documents, however, the Form FHWA-1273 must be physically incorporated (not
referenced) in all contracts, subcontracts and lower-tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract).

2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract.

3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final
payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA.

4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal-aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. The term Federal-aid highway does not include roadways functionally classified as local roads or rural minor collectors.

II. NONDISCRIMINATION
The provisions of this section related to 23 CFR Part 230 are applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts.

In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR 60, 29 CFR 1625-1627, Title 23 USC Section 140, the
Rehabilitation Act of 1973, as amended (29 USC 794), Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 200, 230, and 633.

The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60-

1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity
Construction Contract Specifications in 41 CFR 60-4.3.

Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR 60, and 29 CFR 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), and Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 21, 26 and 27; a_nd 23 CFR Parts 200, 230, and 633.

The following provision is adopted from 23 CFR 230, Appendix A, with appropriate revisions to conform to the U.S.

Department of Labor (US DOL) and FHWA requirements.

1. Equal Employment Opportunity: Equal employment
opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (28 CFR 35, 29 CFR 1630, 29 CFR 1625-1627, 41 CFR 60 and 49 CFR 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140 shall constitute the EEO and specific affirmative action standards for the contractor's project activities under this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR 35 and 29 CFR 1630 are incorporated by reference in this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific
requirement activities of EEO:
a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract.
b. The contractor will accept as its operating policy the following statement:
"It is the policy of this Company to assure that applicants are employed, and that employees are treated during
employment, without regard to their race, religion, sex, color, national origin, age or disability. Such action shall include:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, pre-apprenticeship, and/or on-the job training."

2. EEO Officer: The contractor will designate and make
known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility lo do so.

3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action, or who are substantially involved in such action, will be made fully cognizant of, and will implement, the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum:
a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be
reviewed and explained. The meetings will be conducted by the EEO Officer.
b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women.
d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees.
e. The contractor's EEO policy and the procedures to
implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or
other appropriate means.
2 4. Recruitment: When advertising for employees, the
contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such
advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid
bargaining agreement, conduct systematic and direct
recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees, and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration.
b. In the event the contractor has a valid bargaining
agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where
implementation of such an agreement has the effect of
discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions.
c. The contractor will encourage its present employees to refer minorities and women as applicants for employment.

Information and procedures with regard to referring such applicants will be discussed with employees.

5. Personnel Actions: Wages, working conditions, and
employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, national origin, age or disability. The following procedures shall be followed:
a. The contractor will conduct periodic inspections of project sites to insure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel.
b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any
evidence of discriminatory wage practices.
c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons.
d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action within a reasonable lime. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal.

6. Training and Promotion:
a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are
applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs, i.e., apprenticeship, and on-the-job training programs for the geographical area of contract performance. In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve
training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a).
c. The contractor will advise employees and applicants for employment of available training programs and entrance
requirements for each.
d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion.

7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below:
a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment.
b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, national origin, age or disability.
c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information.
d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, national origin, age or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency.

8. Reasonable Accommodation for Applicants/
Employees with Disabilities: The contractor must be familiar 3 with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship.

9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not
discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.
a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract.
b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

10. Assurance Required by 49 CFR 26.13(b):
a. The requirements of 49 CFR Part 26 and the State
DOT's U.S. DOT-approved DBE program are incorporated by reference.
b. The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the contracting agency deems appropriate.

11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following:
(1) The number and work hours of minority and non
minority group members and women employed in each work
classification on the project;
(2) The progress and efforts being made in cooperation
with unions, when applicable, to increase employment
opportunities for minorities and women; and
(3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women; b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project, indicating the number of minority, women, and non-minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July.

Ill. NONSEGREGATED FACILITIES
This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more.

The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location, under the contractor's control, where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy between sexes.

IV. DAVIS-BACON AND RELATED ACT PROVISIONS
This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of way of a roadway that is functionally classified as Federal-aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt.

Contracting agencies may elect to apply these requirements to other projects.

The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 "Contract provisions and related matters" with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements.

1. Minimum wages
a. All laborers and mechanics employed or working upon
the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1 (b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions 4 of paragraph 1.d. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period.

Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each
classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed.

The wage determination (including any additional classification and wage rates conformed under paragraph 1.b. of this
section) and the Davis-Bacon poster (WH-1321) shall be
posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers.
b.(1) The contracting officer shall require that any class of laborers or mechanics, including helpers, which Is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:
(i) The work to be performed by the classification
requested is not performed by a classification in the wage determination; and
(ii) The classification is utilized in the area by the
construction industry; and
(iii) The proposed wage rate, including any bona fide
fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.
(2) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their
representatives, and the contracting officer agree on the classification and wage rate (including the amount
designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor,
Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary.
(3) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount
designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Wage and Hour Administrator for determination. The Wage and Hour Administrator, or an
authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional lime is necessary.
(4) The wage rate (including fringe benefits where
appropriate) determined pursuant to paragraphs 1.b.(2) or

1.b.(3) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification.
c. Whenever the minimum wage rate prescribed in the
contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
d. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.

2. Withholding
The contracting agency shall upon its own action or upon written request of an authorized representative of the
Department of Labor, withhold or cause to be withheld from the contractor under this contract, or any other Federal contract with the same prime contractor, or any other federally assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics,
including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the contracting agency may, after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.

3. Payrolls and basic records
a. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1 (b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the
Secretary of Labor has found under 29 CFR 5.5(a)(1 )(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1 (b)(2)(B) of the Davis- 5 Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.
b. (1) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee ( e.g. , the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is
available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors.

Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the contracting agency .. (2) Each payroll submitted shall be accompanied by a
"Statement of Compliance," signed by the contractor or
subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following:
(i) That the payroll for the payroll period contains the information required to be provided under §5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under §5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and
complete;
(ii) That each laborer or mechanic (including each
helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than
permissible deductions as set forth in Regulations, 29 CFR part 3;
(iii) That each laborer or mechanic has been paid not
less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination
incorporated into the contract.
(3) The weekly submission of a properly executed
certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph 3.b.(2) of this section.
(4) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code.
c. The contractor or subcontractor shall make the records required under paragraph 3.a. of this section available for inspection, copying, or transcription by authorized
representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the FHWA may, after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to
cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.

4. Apprentices and trainees
a. Apprentices (programs of the USDOL).

Apprentices will be permitted to work at less than the
predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship
program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship
Training, Employer and Labor Services or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice.

The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is
performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed.

Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly 6 rate specified in the applicable wage determination.

Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable
classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination.

In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency
recognized by the Office, withdraws approval of an
apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
b. Trainees (programs of the USDOL).

Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S.

Department of Labor, Employment and Training
Administration.

The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the
Employment and Training Administration.

Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the
Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the
corresponding journeyman wage rate on the wage
determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed.

In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed.

In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved.
c. Equal employment opportunity. The utilization of
apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity
requirements of Executive Order 11246, as amended, and 29 CFR part 30.
d. Apprentices and Trainees (programs of the U.S. DOT).

Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal-aid highway construction programs are not
subject to the requirements of paragraph 4 of this Section IV.

The straight lime hourly wage rates for apprentices and trainees under such programs will be established by the particular programs. The ratio of apprentices and trainees to journeymen shall not be greater than permitted by the terms of the particular program.

5. Compliance with Copeland Act requirements. The
contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract.

6. Subcontracts. The contractor or subcontractor shall insert Form FHWA-1273 in any subcontracts and also require the subcontractors to include Form FHWA-1273 in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5.

7. Contract termination: debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds for termination of the contract. and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12.

8. Compliance with Davis-Bacon and Related Act
requirements. All rulings and interpretations of the Davis Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract.

9. Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and

7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives.
1 O. Certification of eligibility.
a. By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). c. The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
7 V. CONTRACT WORK HOURS AND SAFETY

STANDARDS ACT
The following clauses apply to any Federal-aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards.

1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any
workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; liability for unpaid wages; liquidated
damages. In the event of any violation of the clause set forth in paragraph (1.) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in paragraph (1.) of this section, in the sum of $1 O for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1.) of this section.

3. Withholding for unpaid wages and liquidated damages.

The FHWA or the contacting agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the
contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be
necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2.) of this section.

4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1.) through (4.) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1.) through (4.) of this section.

VI. SUBLETTING OR ASSIGNING THE CONTRACT
This provision is applicable to all Federal-aid construction contracts on the National Highway System.

1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such
specialty items performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116).
a. The term "perform work with its own organization" refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees or equipment of a subcontractor or lower lier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased
employees may only be included in this term if the prime contractor meets all of the following conditions:
(1) the prime contractor maintains ·control over the
supervision of the day-to-day activities of the leased
employees;
(2) the prime contractor remains responsible for the quality of the work of the leased employees;
(3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the
submission of payrolls, statements of compliance and all other Federal regulatory requirements.
b. "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract.

2. The contract amount upon which the requirements set forth in paragraph (1) of Section VI is computed includes the cost of material and manufactured products which are to be
purchased or produced by the contractor under the contract provisions.

3. The contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract.

4. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the
contracting agency has assured that each subcontract is 8 evidenced in writing and that ii contains all pertinent provisions and requirements of the prime contract.

5. The 30% self-performance requirement of paragraph (1) is not applicable to design-build contracts; however, contracting agencies may establish their own self-performance
requirements.

VII. SAFETY: ACCIDENT PREVENTION
T h i s p r o v i s i o n i s applicable to all Federal-aid construction contracts and to all related subcontracts.

1. In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR 635). The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary lo protect the life and health of
employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract.

2. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any
subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safely and health standards (29 CFR 1926) promulgated by the Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704).

3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40
U.S.C.3704).

VIII. FALSE STATEMENTS CONCERNING HIGHWAY

PROJECTS
T h i s p r o v i s i o n i s applicable to all Federal-aid construction contracts and to all related subcontracts.

In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal aid highway projects, ii is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any
misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each
Federal-aid highway project (23 CFR 635) in one or more places where it is readily available to all persons concerned with the project:
18 U.S.C. 1020 reads as follows:
"Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or
Whoever knowingly makes any false statement, false
representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false
representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal-aid Roads Act approved July 1, 1916, (39 Stat. 355), as amended and supplemented;
Shall be fined under this title or imprisoned not more than 5 years or both."
IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL

WATER POLLUTION CONTROL ACT
This provision is applicable to all Federal-aid construction contracts and to all related subcontracts.

By submission of this bid/proposal or the execution of this contract, or subcontract, as appropriate, the bidder, proposer, Federal-aid construction contractor, or subcontractor, as appropriate, will be deemed to have stipulated as follows:

1. That any person who is or will be utilized in the
performance of this contract is not prohibited from receiving an award due to a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act.

2. That the contractor agrees to include or cause to be included the requirements of paragraph (1) of this Section X in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements.

X. CERTIFICATION REGARDING DEBARMENT,

SUSPENSION, INELIGIBILITY AND VOLUNTARY

EXCLUSION
This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more - as defined in 2 CFR Parts 180 and 1200.

1. Instructions for Certification - First Tier Participants:
a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this 9 covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction.
c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default.
d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
e. The terms "covered transaction," "debarred,"
"suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. "First Tier Covered
Transactions" refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered
Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold.
h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (https://www.epls.gov/), which is compiled by the General Services Administration.
i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause.

The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default.

2. Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion - First Tier
Participants:
a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals:
(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal
department or agency;
(2) Have not within a three-year period preceding this
proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting lo obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;
(3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification; and
(4) Have not within a three-year period preceding this
application/proposal had one or more public transactions (Federal, Slate or local) terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

2. Instructions for Certification - Lower Tier Participants:
(Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200)
a. By signing and submitting this proposal, the prospective lower tier is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous
certification, in addition to other remedies available to the Federal Government, the department, or agency with which 10 this transaction originated may pursue available remedies, including suspension and/or debarment.
c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances.
d. The terms "covered transaction," "debarred,"
"suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions" refers to any covered transaction between a grantee or
subgrantee of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier
Participant" refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by
submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this
transaction originated.
f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold.
g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (https://www.epls.gov/), which is compiled by the General Services Administration.
h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion--Lower Tier
Participants:

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

XI. CERTIFICATION REGARDING USE OF CONTRACT

FUNDS FOR LOBBYING
This provision is applicable to all Federal-aid construction contracts and to all related subcontracts which exceed
$100,000 (49 CFR 20).

1. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.

2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such
recipients shall certify and disclose accordingly.
11 ATTACHMENT.A- EMPLOYMENT AND MATERIALS

PREFERENCE FOR APPALACHIAN DEVELOPMENT

HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS

ROAD CONTRACTS
This provision is applicable to all Federal-aid projects funded under the Appalachian Regional Development Act of 1965.

1. During the performance of this contract, the contractor undertaking to do work which is, or reasonably may be, done as on-site work, shall give preference to qualified persons who regularly reside in the labor area as designated by the DOL wherein the contract work is situated, or the subregion, or the Appalachian counties of the State wherein the contract work is situated, except:
a. To the extent that qualified persons regularly residing in the area are not available.
b. For the reasonable needs of the contractor to employ supervisory or specially experienced personnel necessary to assure an efficient execution of the contract work.
c. For the obligation of the contractor to offer employment to present or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph (1 c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below.

2. The contractor shall place a job order with the State Employment Service indicating (a) the classifications of the laborers, mechanics and other employees required to perform the contract work, (b) the number of employees required in each classification, (c) the date on which the participant estimates such employees will be required, and (d) any other pertinent information required by the State Employment
Service to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. If during the course of the contract work, the information submitted by the contractor in the original job order is substantially modified, the participant shall promptly notify the State Employment Service.

3. The contractor shall give full consideration to all qualified job applicants referred to him by the State Employment
Service. The contractor is not required to grant employment to any job applicants who, in his opinion, are not qualified to perform the classification of work required.

4. If, within one week following the placing of a job order by the contractor with the State Employment Service, the State Employment Service is unable to refer any qualified job applicants to the contractor, or less than the number
requested, the State Employment Service will forward a
certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of the contractor's permanent project records. Upon receipt of this certificate, the contractor may employ persons who do not normally reside in the labor area to fill positions covered by the certificate, notwithstanding the provisions of subparagraph (1 c) above.

5. The provisions of 23 CFR 633.207(e) allow the
contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region.
12 6. The contractor shall include the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which is, or reasonably may be, done as on-site work.

TATE OF CALIFORNIA

DEPARTM ENT OF TRANSPORTATION
Contract No: 75LX33 2
Amendment umber 1
Sheet J of l
September 9, 202 0
Unit Project ID Phnsc Subjob Object Amount FY li:ncumbra nee Doc 0
3328 0018000017 s 049 $573,750 2017/2018 75LX332
Item I Chapter I Statutes I Fisca l Year
2660-10 2-0890 I 14 I 2017 I 2017/2018 CONTRACT AMENDME T Tile ruods as listed above are avnilable for the period and purpose or the PROJECT NUMBER (FED ID) STPLR- 7500(265) expenditure sta ted herein.

ERVJCECO TRACT (DRMT): 75LX332.Al
Caltran Division of Local Assistance The numbers above shall be inoluded with all invoices submined to Caltrans Office of Federa l Programs
P.O. Box 942874, MS 1 Highway Railroad Grade Crossing Safety Program Sacramento, CA 94274-0001 ( ection 130)
Loca l Agency City of Santa Clara Effective Date of Contract: ovember 22, 2017 ADDRESS: 1500 Warburton Avenue E;-..1Jiration Dale of Contract: ovember 22, 2020 Santa Clara, CA 95050 Amended Expiration Date of Contract December 31, 2021 Phone: (408) 615-3048
WHEREAS, Caltrans Service Contract (DRMT) 75LX332 , dated April 30, 2018, provides up to $573,750 to the City of Santa Clara (hereinafter referred to as Local Agency) for the installation ofrai lroad /highway grade crossing safety improvements in the City of Santa Clara at the grade crossing located at the intersection of Agnew Road and OPRR's tracks, CPUC No. 001 L-4 1.60 Federal DOT No. 7499650.

WHEREAS, there have been delays in the coordination of the work between the Local Agency and UPRRto be completed under the project;
WHEREAS , the Local Agency has not yet obtained an order from the Califomja Public Utilities Commission approving the project; and
WHEREAS , a one-year time e;-..1ension to complete construction and all contract requirements has been requested by UPRR and Local Agency, due to delays in completion of the final plans; OW THEREFORE: It is mutually agreed by the parties hereto , that all terms and condition s of this Service shall remain in full force and effect, except that the expiration date is hereby extended from November 22 2020, until December 31, 2021.

IN WITNESS WHEREOF, the parties have duly executed this contract as of the dates shown below with the effective date shown above.

CALJ'FORNLA DEPARTME T OF TRA SPORT A TIO CITY OF SANTA CLARA By _ ___ '{J._/i_~_cor-+--2'-,, ~~--
Caltrans Locnl Assistaocc
By MlA,~-.P\ ~
{
Title _____ S""e""ct.._io""n=l""3.._0_...P..;;.r.aa.og.,.r""'·a;..a.m=M""-,""an:.:..:a;;.og-.:e"'r ____ _ Datc __._! ~1/.__._t _..,_7,__./2....,____;;.o --=-~ ---"'-d __ Title _ % ------H----
Oa1-e _---'----'L/--+\-7-\+--1,()_-1AJ __ _
APPROVED AS TO FORM:
~ SANT if¥ c;: ATTORNEY'S OFFICB
Bfl°~ bo'1w, Cl ry A TT7!1!.N'5)1
December 15, 2021

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
Contract No: 7SLX332
Amendmeut2
Sheet 1 of l
December 1, 2021
Unit Prnjcct JO Phnsc Subjob Objec t Amount FY Encurnbrnocc Doc No
3328 0018000017 s 049 $573,750 2017/2018 75LX332
Hem I Chau tcr I Stututcs I F iscal Year
2660-102-0890 I 14 I 2017 I 2017/2018 C ONTRACT AMEN DMENT The funds as lis(ed above nre :1vailablc. for the period 11 nd pur pose of the P ROJECT NUMBER (FED ID) STPLR-7500(265) e:qienditurc s(ntcd herein.

SERVICE CONT RACT (Cf): 75LX332
Caltr:rns Division of Local Ass istance The number,; above shall be included with all invoices submiUcd to Caltrans Office of Federal Progra ms
P.O. Jlox 942874, MS 1 Highway Railroad Grade Crossing Safety Program Sac ramento, CA 94274- 0001 (Section 130)
Local Age ncy City of Santa Clara Effective Date of Contract: November 22, 2017 ADDRESS: 15 00 Warburton A venue Expiration Date of Contr-act: Dec cm bcr 31, 2021 Santa Clara, CA 95050 Amended Expiration Date of Contract June 3 0, 2023 Phone: ( 408) 61 5-3048
WHEREAS, Caltrans Service Contract (CT) 75LX332. dated March 22, 2018, provides up to $573,750 to the City of Santa Clara (hereinafter refe11·ed to as Local Agency) for the installation of railroad /highway grade crossing safety imprnvements in the City of Santa Clara at the grade crossing located at the intersection of Agnew Road and UPRR's tracks, CPUC No. 001 L-41.60, Federal DOTNo . 749965G.

WHEREAS, Amendment No. 1 was extended to the expiration date for Service Contract No. 75LX332, to December 31, 2021 and Amendment No. 2 will extend the expiration date for Service Contract 75LX332, to June 30, 2023, WHEREAS, there have been delays with cross agency plans review and approval; WHEREAS, the local agency h.as not yet obtained an order from the California Public Utilities Commission approving the project, WHEREAS, an eighteen (18) mo11tb time ell.1easion to complete construction and aJJ contract requirements has been requested by the Loca l Age ncy, due to delays in completion of the fiuaJ plans; NOW THEREFORE: It is mutually agreed by the patiies hereto, that all tenns and conditions of this Service Contract No. 75LX332, as amended, shall remain in full force and effect, except that the expiration date is hereby extended from Decern ber 31, 2021, until June 30, 2023.

IN WITNESS WHEREOF, the parties have duly executed this contract as of the dates shown below 111ith the effective date shown above.

DEPARTMENT OF TRANSPORTATION
R_y __ -+£-_'f_u-_l-=(L.::;........,72_ e,_~_e--"""----___ _ Office of Fcdern l Programs
Cnltrn us Local Assistanc~
Title, _ ___ .::S:.:::e:::.:ct..,,ioe.on.:....e..:13::..,0'-"P>-'r'-'o,..,g..,_r::cam"-'-'M...:.::a.:.an.,..ag...,e::.:.r ___ _ Date. _____ _ ____ ________ _

CITY OF SANT A CLARA
., 4Jlk) £~4r<S
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APPROVED AS TO FORM:

SAN~C~FFICB
July 21, 2023
( I u r .' /~
STATE OP CALCFORNlA
DEPARTMENT Of TRANSPORTATlON
Contract No: 75LX332
Amendment3
Sheet I of I
May 31, 2023
Item I Chnplet· I Budget A.cl CAlfrnus Project ID I Unit I Amount I Stoic Fiscnl Yeur 2660-102.08 90 I 14 I :2017 0018000017 I 3811 I $573 750.00 I 2017/2018 The funds //srtd abo11e are oval/able for /he oeriod r111d m1n1ose of tho eJ·oemlifllrc slated herein and al)o/iable to this a111e11d111c111.

CONTRACT AMENDMENT #3 SERVICE CONTRACT: 7SLX332
Agnew Road, City of Santi\ Clara PROJECT NUMBER: STPLR-7500(265) The numbers above: shall be included with all invoices sub,nined lo Caltmns Caltrans Division of Local Assistance
Ot'lice of Federal Programs
P.O. Box 942874, MS 1 Highway Railrond Grndc Crossing Safety Program (Section 130) Sacramento, CA 94274-0001
Effective Date of Contract: Novem bcr 22, 2017
LOCAL AGENCY: City of Santa Clara Expiration Date of Contract: June 30, 2023 ADDRESS: 1500 Warburton Avenue Amended Expirntion Date of Contract June 30, 2024 Santa Clara, CA 95050 'Phor1e: (408) 615-3048
Contract $573,750.00
WHEREAS; Cal trans Service Contract (CT) 75LX332, dated March 22, 2018, provides up to $573,750 to the City of Santa Clam for the installation ofrailroad /highway grade crossing safety improvements In the City of Santa Clara at the grade crossing located al the intersection of Agnew Road and UPRR's tracks, CPUC No. 00 I L-41.60, Federal DOT No. 7499650.

WHEREAS: Amendments No. I and No 2 extended the Service Contract through June 30, 2023 and, WHEREAS: At the request of the California Public Utilities Commission, the original scope is being modified to include advanced traffic signal preemption as an integrated safety feature thereby requiring at least 12-month additional contract time to determine to exact changes to scope, schedule, and budget and,
WHEREAS: A Cooperative Work Agreement (CWA Cycle 20) has been approved and the budget authority for the FY 17/18 funds in the amount shown above arc available during the amended contract period and will revert on June 30, 2025.

NOW THEREFORE: ft is mutually agreed by the parties hereto, that all terms and conditions of Service Contract No. 75LX332, as amended, shall remain in full force and effect, exccpt'that the expiration date is hereby extended, through June JO, 2024.

IN WITNESS WHEREOF, the parties have duly executed this contract as of the dates shown below with the effective date shown above.
.-~ _'...__'I' 017 SANTA CLARA
Tlllc ____ ... S_cc_t_.io...,n __ l_3 __ 0 __ P ... • ... ·o_.g.._ra ..... m _____ M"""""'11"'"nr=1g._e=r ___ _ 1·111c _______ C __ it ___ y_M_a_n_a ___ g_e_r _____ _ Office of Federal Progrnms
Caltrnns Local Assistance
Date __________________ _
APPROVED AS TO FORM·
SANTA fLARA CITY ATTORNEY'S OFFICE
~-Ith--
June 25, 2024

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
City ofSanUI Clam
/\gn~w Rood
Amc11dmcnt 4
June 1, 2024
Sheet I of I
Item Ch11ptc1· Budget Aft CnltrAns 1•1·ojcct II) Unit Amount St"tc fl'lscol Yc111· 2660-102-0890 14 2017 0018000017 3811 $573.7S0.00 2017/2018 Tire f1111ds listed abow1 arc 01•c,i/able for the verlod and I1111·I1ose of the e.we11diI11rc sttt1td lrerc/11 011d c,nJJl/c,b/e to this c,111e11d111c111, CONTRACT AMENDMENT #4 PROJ ECf NUMBER (FED JD) STPLR•'75U00(265) Agnew Road CAL TRANS ACCOUNTING ID: 0018000017 SERVICE
CONTRACT: 7SLX332 City of Santa Clara LOCODE: 5019
IThc numbers ubovc slmll be included with ull invoices submitted to Cultrnns) Caltrnns Division of Local Assistance
Oflice of Federal Progrnms Highway Railroncl (;rncle Crossing Snfoty Progrllm (Section 130) P.O. Box 942874, MS 1
Sacrnmcnto, CA 94274-0001
Effective Date of Contract: November 22, 20 17
LOCAL City of Santa Clara Expiration Date of Contract: June 30, 2024 AGENCY: 1500 Warburton A venue Amendment #4 Expiration Date June 30, 2026 ADDRESS: Santa Clara, CA 95050 Phone: ( 408) 61 5-3048
Contract Amount $573,750.00
-
WHEREAS: Callrans Service Co1,tract {CT) 75LX332, dated April 3, 2018, provides $573,750.00 to the City of Santa Clara for the installation of railroad/highway grade ornssing safety improvements in the City of Sa11ta Clara at the grade crossing located at the intersection of Agnew Road and UPRR's tracks, CPUC No.OOIL-41.60. Federal DOT No. 749965G.

WHEREAS, Amendments No. I, No. 2 and No. 3 extended the Service Contract through June 30, 2024 and; WHEREAS, Amendment No. 4, The original scope is being modified to include advanced traffic signal preemption as an integrated safety feature thereby requiring at least twenty-four months additional contract time to determine exact changes to scope, schedule, and budget and,
WHEREAS, A Cooperative Work Agreement (CWA Cycle 20 has been approved and the budget authority for the FY 17/18 funds in the amount shown above are available during the mentioned period and will t·evett on June 30, 2025.

NOW THEREFORE, that all terms and conditions of Service Contract 75LX332 shall remain in full force and effect except it is mutually agreed by the parties hereto; that the contract expiration date is hereby extended through Jun e 30, 2026.

IN WITNESS WHEREOF, the pa1·tfos have duly executed this contl'acl c,s qf'the dates shown be/0111 with /he eflec/ive date as shown above.

CALIFORNIA DEPARTMENT 0(1 TRANSPORTATION
L,J~ .. k Dy _________________ _
C11rlos Ruiz
Ol'licc of Fcdcrnl rrn g,·nins
Cnltn1n~ Locnl /\,si~tnncc
'l'itlc. ____ s ... c..,.•c,..ti""01_1 _,13,..0_P_r __ og..,•1_,·11,..111 .... M___..u ... 111:.olg..,c_r ---- D11tc ________________ _
CITY OF SANTA CLARA.

Jovan D. Grogan
City Manager
Tit le __________________ _
Dnte __ C,_/-r,_~_/_t_'-f ______ _
APPROVED AS TO FORM:

SANTA CLARA CITY ATTORNEY'S OFFICB
;i_, ,tv--
STATE OF CALIFORNIA Agnew Road
City of Santa Clara
DEPARTMENT OF TRANSPORTATION Amendment 5
July 8, 2025
Sheet 1 of 1
WHEREAS: Service Contract 75LX332, dated November 22, 2017, provided $573,750.00 to City of Santa Clara for the installation of railroad/highway grade crossing safety improvements in the City of Santa Clara at the grade crossing located at the intersection of Agnew Road and Union Pacific Railroad Company’s tracks identified as California Public Utilities Commission (CPUC) No. 001L-41.60/SCL-1231, Federal DOT No. 749965G.

WHEREAS, Amendment Nos. 1, 2 and 3 extended the Service Contract through June 30, 2024 and; WHEREAS, Amendment No. 4, The original scope was being modified to include advanced traffic signal preemption as an integrated safety feature thereby requiring at least 24 months additional contract time through June 30, 2026 to determine exact changes to scope, schedule, and budget and;
WHEREAS, Amendment No. 5, The project was delayed for unforeseen circ umstances; therefore, the funds are reduced by $(-561,597.51) and the net contract amount will be $12,152.49 of what the City invoiced.

NOW THEREFORE, it is mutually agreed by the parties hereto; that all terms and conditions of Service Contract 75LX332 as amended shall remain in full force and effect, except the contract dollar amount shall be changed to $12,152.49, and the expiration date shall now be June 30, 2026.

IN WITNESS WHEREOF, the parties have duly executed this service contract as of the dates shown below with the effective date as shown above.

CALIFORNIA DEPARTMENT OF TRANSPORTATION CITY OF SANTA CLARA By ______________________________________________________ By ___________________________________________________ Carlos Ruiz
Office of Federal Programs
Caltrans Local Assistance
Title_ Section 130 Program Manager Title ________________________________________________________ Date _________________________________________________________ Date ________________________________________________________ Item Chapter Budget Act Caltrans Project ID Unit Amount State Fiscal Year 2660-102-0890 14 2017 0018000017 3811 $573,750.00 2017-2018 2660-102-0890 22 2024 0018000017 3811 $(-561,597.51) 2024-2025 The funds listed above are available for the period and purpose of the expenditure stated herein and appliable to this amendment.

SERVICE CONTRACT AMENDMENT #5
City of Santa Clara
Agnew Road
PROJECT NUMBER (FED ID): STPLR-7500(265)
CALTRANS PROJECT ID: 0018000017
SERVICE CONTRACT: 75LX332
AGENCY LOCODE: 5019
(The numbers above shall be included with all invoices submitted to Caltrans)
Caltrans Division of Local Assistance
Office of Federal Programs
P.O. Box 942874, MS 1
Sacramento, CA 94274-0001
Highway Railroad Grade Crossing Safety Program (Section 130) LOCAL AGENCY:

ADDRESS:

PHONE:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
(408) 615-3048
Effective Date of Contract: November 22, 2017 Expiration Date of Contract: June 30, 2026 Original Contract Amount: $573,750.00 Amended Amount: $(-561,597.51) Total Contract Amount: $12,152.49 .. -
STATE OF CALIFORNIA Agnew Road
City of Santa Clara
DEPARTMENT OF TRANSPORTATION Amendment 6
July 8, 2025
Sheet 1 of 2
WHEREAS: Service Contract 75LX332, dated November 22, 2017, provided $573,750.00 to City of Santa Clara for the installation of railroad/highway grade crossing safety improvements in the City of Santa Clara at the grade crossing located at the intersection of Agnew Road and Union Pacific Railroad Company’s tracks identified as California Public Utilities Commission (CPUC) No. 001L-41.60/SCL-1231, Federal DOT No. 749965G.

WHEREAS, Amendment Nos. 1, 2 and 3 extended the Service Contract through June 30, 2024 and; WHEREAS, Amendment No. 4, The original scope was being modified to include advanced traffic signal preemption as an integrated safety feature thereby requiring at least 24 months additional contract time through June 30, 2026 to determine exact changes to scope, schedule, and budget and;
WHEREAS, Amendment No. 5, The project was delayed for unforeseen circumstances; therefore, the funds were reduced by $(-561,597.51) and the net contract amount was $12,152.49 of what the City invoiced and; WHEREAS, Amendment No. 6, The project was initiated and additional funds of $4,374,000.00 are being added for both preliminary engineering and construction phases to start this project again.

NOW THEREFORE, it is mutually agreed by the parties hereto; that all terms and conditions of Service Contract 75LX332 as amended shall remain in full force and effect, except the contract dollar amount shall be amended with $4,374,000.00 of additiona l funds for a total contract value of $4,386,152.49, and the expiration date shall now be June 30, 2026.

IN WITNESS WHEREOF, the parties have duly executed this service contract as of the dates shown below with the effective date as shown above.

Item Chapter Budget Act Caltrans Project ID Unit Amount State Fiscal Year 2660-102-0890 14 2017 0018000017 3811 $573,750.00 2017-2018 2660-102-0890 22 2024 0018000017 3811 $(-561,597.51) 2024-2025 2660-102-0890 22 2024 0018000017 3811 $4,374,000.00 2024-2025 The funds listed above are available for the period and purpose of the expenditure stated herein and appliable to this amendment.

SERVICE CONTRACT AMENDMENT #6
City of Santa Clara
Agnew Road
PROJECT NUMBER (FED ID): STPLR-7500(265)
CALTRANS PROJECT ID: 0018000017
SERVICE CONTRACT: 75LX332
AGENCY LOCODE: 5019
(The numbers above shall be included with all invoices submitted to Caltrans)
Caltrans Division of Local Assistance
Office of Federal Programs
P.O. Box 942874, MS 1
Sacramento, CA 94274-0001
Highway Railroad Grade Crossing Safety Program (Section 130) LOCAL AGENCY:

ADDRESS:

PHONE:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
(408) 615-3048
Effective Date of Contract: November 22, 2017 Expiration Date of Contract: June 30, 2026 Original Contract Amount: $573,750.00 Amount Amendment #5: $(-561,597.51) Additional Funds Amendment #6: $4,374,000.00 Total Contract Amount: $4,386,152.49 .. -
STATE OF CALIFORNIA Agnew Road
City of Santa Clara
DEPARTMENT OF TRANSPORTATION Amendment 6
July 8, 2025
Sheet 2 of 2

CALIFORNIA DEPARTMENT OF TRANSPORTATION CITY OF SANTA CLARA By ______________________________________________________ By ___________________________________________________ Carlos Ruiz
Office of Federal Programs
Caltrans Local Assistance
Title_ Section 130 Program Manager Title ________________________________________________________ Date _________________________________________________________ Date ________________________________________________________ .. -
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1005 Agenda Date: 10/21/2025

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for New Dark Fiber Installations from 3080 Raymond Street to 1101 Space Park, from Centennial Boulevard and Tasman Drive to Levi Stadium, and from 1111 Comstock Street to 2972 Stender Way, with an Estimated Cost of $8,961

BACKGROUND
Section 1310 of the Santa Clara City Charter (Contracts on Public Works) states “that every contract involving an expenditure of more than one thousand dollars ($1,000) for the construction or improvement (excluding maintenance and repair) of public buildings, works, streets, drains, sewers, utilities, parks and playgrounds shall be let to the lowest responsible bidder.” The section further states that “the City Council may declare and determine that, in its opinion, the work in question may be performed better or more economically by the City with its own employees, and after the adoption of a resolution to this effect by at least four affirmative votes, it may proceed to have said work done in the manner stated, without further observance of the provisions of this section.” Since 2014, Silicon Valley Power (SVP) developed a Fiber Splicing Technician position as an in- house position to primarily perform maintenance and repairs to meet the performance standards of fiber customers, which includes City departments and commercial customers. Fiber Splicing Technician activities include basic splicing and distribution changes to fiber optic cables. The technician can also perform duties such as pulling, laying, aligning, and positioning fiber optic equipment for new connections to SVP’s fiber network. Fiber Splicing Technicians also perform fusion splicing at building entrances and in maintenance spaces. Currently, SVP employs two Fiber Splicing Technicians.

DISCUSSION
Currently, the SVP fiber optic network serves SVP, other City departments, and various commercial customers. The Fiber Splicer Technician performs a variety of specialized activities from maintenance and repair to new or re-spliced interconnections to SVP’s network. Each interconnection can be unique, involving different hours of labor depending on the number of fibers required to be spliced and the particular location within the network.

Large or extensive projects involving extending fiber cable being laid along new paths or significant distances or adding conduit or related infrastructure are performed by a construction contractor through a public works contract. SVP spends up to $1 million per year on these public works contracts.

Staff believes that the work described below is better performed with City forces based upon the following factors: (1) the work is limited in size and scope; (2) City forces have knowledge and training in operating, maintaining and repairing the fiber optic system that can be leveraged to more City of Santa Clara Printed on 10/17/2025Page 1 of 3
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25-1005 Agenda Date: 10/21/2025
economically perform this work; and (3) bidding out the work and contracting with a private entity would not likely result in a lower overall cost or time savings.

Therefore, staff recommend that the City Council declare and determine that City forces can better perform the following fiber optic projects and approve the use of City forces for such projects:

Estimate Number: FWM#01782
Location: From 3080 Raymond Street to 1101 Space Park Drive Type of Service: Fiber
Description of Work: Splice, terminate and test fibers for a new route from 3080 Raymond Street to 1101 Space Park Drive for a fiber lease customer.

Estimated Cost: $1,948
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#01758
Location: From Centennial Boulevard at Tasman Drive to Levi Stadium Type of Service: Fiber
Description of Work: Splice, terminate and test fibers for a new route from the SVP box at Centennial Boulevard and Tasman Drive to Levi Stadium.

Estimated Cost: $2,338
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution
Estimate Number: FWM#01772
Location: From 1111 Comstock Street to 2972 Stender Way Type of Service: Fiber
Description of Work: Splice, terminate and test fibers for a new route from 1111 Comstock Street to 2972 Stender Way.

Estimated Cost: $4,675
Appropriation: Electric Utility Capital Fund (591) Project 2004 - Fiber Development Design & Expansion
Source of Revenue: Developer Contribution

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15303 (Class 3 - New Facilities) of Title 14 of the California Code of Regulations, as the proposed work consists of the installation of new small fiber optic facilities.

FISCAL IMPACT
The funds to support the staff time for work performed by Silicon Valley Power (SVP) and related construction materials for the work detailed in this report, totaling $8,961, are included in the Fiscal Year 2025/26 Budget, Fiber Development, Design, and Expansion project in the Electric Utility Capital Fund. All referenced work will be performed with City Electric Forces (SVP staff). Some work associated with encroachment permits may be performed by the Department of Public Works (DPW).

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25-1005 Agenda Date: 10/21/2025
DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION

1. Determine the proposed action is exempt from CEQA pursuant to Section 15303 (Class 3 - New Facilities) of Title 14 of the California Code of Regulations; and

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works with an estimated cost of $8,961 located from 3080 Raymond Street to 1101 Space Park Drive, from Centennial Boulevard at Tasman Drive to Levi Stadium, and from 1111 Comstock Street to 2972 Stender Way are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, CEO Silicon Valley power
City of Santa Clara Printed on 10/17/2025Page 3 of 3
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-1086 Agenda Date: 10/21/2025

REPORT TO COUNCIL

SUBJECT
Action on a Resolution Approving the 2026 Board of Library Trustees Calendar of Meetings, and Setting the Number of Regular Board of Library Trustees Meetings

BACKGROUND
City Charter section 1003 states that each of the boards and commissions of the City shall hold regular meetings as required by ordinance. City Code section 2.120.030 states that each board or commission shall hold regular meetings at the times and on the days indicated by resolution of the City Council, and that such resolutions may be amended from time to time by further Council resolution.

Resolution 24-9395 (Attachment 1) which was adopted by the City Council on November 19, 2024 states that the Board of Library Trustees shall hold ten (10) Board of Library Trustee meetings per year, to meet monthly except January and July, set on the first Monday of every month and subject to the cancellation at the discretion of the City Manager for agenda management purposes. Resolution 24-9395 is the most recent resolution passed related to Board of Library Trustees Calendar.

DISCUSSION
At the September 8, 2025 Board of Library Trustees meeting, the Board approved a proposed calendar of meetings for 2026 (Attachment 2), and recommended Council approval of the Draft Resolution (Attachment 3).

The proposed calendar of meetings for 2026 specifies that two of the ten Board of Library Trustees meetings for 2025 will take place at the Mission Branch Library, and two at the Northside Branch Library, while the remaining six meetings will remain at Central Park Library.

The Draft Resolution establishes that the Board of Library Trustees Calendar for 2026 will include ten (10) meetings to be held at 6:00 p.m. on the first Monday of each month, with the exception of the months of January and July which shall not have meetings. The Resolution also provides that should the first Monday fall on a City holiday, the meeting would be held on the next non-holiday Monday.

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

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

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25-1086 Agenda Date: 10/21/2025

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

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

RECOMMENDATION
Adopt a Resolution setting the Board of Library Trustees regular meeting dates for the 2026 calendar year.

Reviewed by: Patty Wong, City Librarian
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Resolution No. 24-9395

2. 2026 Board of Library Trustees Meeting Calendar - Board Approved

3. Draft Resolution
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Resolution/Board of Library Trustees Meetings 2025 Page 1 of 2 Rev: 9/16/2024
RESOLUTION NO. 24-9395

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,
AMENDING RESOLUTION NO. 23-9290, APPROVING THE 2025

BOARD OF LIBRARY TRUSTEES CALENDAR OF MEETINGS,

AND SETTING THE NUMBER OF REGULAR BOARD OF

LIBRARY TRUSTEES MEETINGS

WHEREAS, Section 2.120.030 of the Santa Clara city Code (“SCCC”) requires City boards and commissions to hold regular meetings at the times and on the days indicated by resolution of the Council;
WHEREAS, Resolution 23-9290 adopted by the City Council on December 5, 2023, states that the Board of Library Trustees shall hold its meetings on the first Monday of every month with the exception of January and July at 6:00 p.m. subject to cancellation at the discretion of the City Manager for agenda management purposes. Should the first Monday fall on a City holiday, the meeting would be held on the next non-holiday Monday; and WHEREAS, the Board of Library Trustees, at its September 16, 2024 meeting recommended a new meeting schedule for 2025 which proposes ten (10) regular meetings and a start time of 6:00 p.m.

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

1. That the City of Santa Clara hereby finds that the above Recitals are true and correct and by the reference makes them a part thereof.
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2. That the City Council hereby approves setting the Board of Library Trustees regular meeting start time at 6:00 p.m., and establishes ten (10) meetings per year, to meet monthly except January and July, set on every first Monday of each month, beginning in February, as set forth in the attached Board of Library Trustees 2025 Meeting Dates document, which meetings may be cancelled at the discretion of the City Manager based upon best practices for agenda management. That should the first Monday fall on a City holiday, the meeting would be held on the next non-holiday Monday .

City Council and Authorities ConcurrentOctober 21, 2025

City Council and Authorities Concurrent
October 21, 2025