City Council and Authorities Concurrent
January 13, 2026

Date: December 3, 2025

To: Jovan Grogan
Executive Director
Santa Clara Stadium Authorit
y

From: Procurement Department
Fort
y Niners Stadium Management Company LLC

Sub
ject: Recommendation for Award fo r Radio Booth Cabling - Phase I

Recommendation:

1. Recommend approval and award of a one-time contract to SCC Electric Inc., in the amount of $485,000 for the Radio Booth Cabling - Phase I (Project) at Levi’s Stadium.

2. Authorize Stadium Manager to execute change orders with SCC Electric Inc. and incur other project related expenditures including, for design, engineering, advertising, permits, and inspections, of up to $48,500 for a total not to exceed amount of $533,500.

3. Recommend an augmentation of the SCSA capital expenditure budget for this project of $4,082.06, which will increase the total budget amount for this Project from $549,893 to $553,975.06. The Project budget was approved by the SCSA as part of the FY25/26 SCSA Capital Expenditure Budget.

4. Authorize Stadium Manager to execute any and all documents associated with, and necessary for the award, completion, and acceptance of this Project

Solicitation Processes for the Project:

Levi’s Stadium (Stadium) requires the addition of supplementary broadcast cabling, conduit, hangars, and connection interfaces, from the 800 level booths to the Stadium truck dock. The Project was approved as part of the FY25/26 SCSA Capital Expenditures budget as a carryforward from FY19/20.

On June 26, 2025, Stadium Manager issued a Request for Bids (RFB) FY25-0084 for the Project. A non-mandatory pre-bid conference and site walk was held on July 15, 2025 at 9:00 a.m. (PT). Electronic bid submissions were due on or before August 14, 2025 at 3:00 p.m. (PT). A single bid was received before the due date and time. The evaluation determined that the bidder’s bid amount was over budget, and the cost was too high. Therefore, Stadium Manager cancelled the bid. In preparation for the rebid of the Project, Stadium Manager value engineered the plans and specifications incorporated into the RFB. Stadium Manager also invited eleven more potential bidders and incorporated a video walkthrough of the Project to assist those bidders.

STADIUM

FORTY NINERS STADIUM MANAGEMENT COMPANY
4900 Marie P. DeBartolo Way I Santa Clara, CA 95054

On September 15, 2025, Stadium Manager reissued a Request for Bids (RFB) FY25- 0088 for the Project.

Stadium Manager published the RFB on Bonfire Interactive, Stadium Manager’s eProcurement portal https://49ers.bonfirehub.com/portal/. In addition to inviting a list of suppliers on our established supplier list, Stadium Manager also selected suppliers registered on the portal with specific commodity codes offering such services.

On September 15, 2025, Stadium Manager published the Notice Inviting Bids for the Project in the San Jose Mercury News. On September 8, 2025, a pre-notice was emailed to prospects about the upcoming RFB release. On September 15, 2025, notices were also emailed to multiple Builders’ Exchange Groups: Builders’ Exchange of Santa Clara County, Bay Area Builders Exchange, Bid America, Builders Exchange of San Joaquin, Sacramento Regional Builders Exchange, San Francisco Builders Exchange, and Valley Builders Exchange to communicate with their respective membership regarding the solicitation for the Project.

Stadium Manager held a non-mandatory pre-bid conference and site walk on September 25, 2025 at 9:30 a.m. (PT) to provide an overview of the Project, facilitate a site walk, and answer any questions from prospective bidders.

Stadium Manager issued Addendum No. 1 to the RFB on October 8, 2025. The addendum provided revisions to the various deadlines in the RFB to allow Stadium Manager additional time to respond to questions from prospective bidders. Stadium Manager issued Addendum No. 2 on October 15, 2025, to respond to bidder questions.

Public Bid Opening:

Electronic bid submissions were due on or before November 6, 2025 at 3:00 p.m. (PT).

Five bids were received on or before the closing due date and time from the following firms.

1. Fireside Security Group Inc DBA Access Cabling - $249,800.00

2. SCC Electric Inc. - $485,000.00

3. Data Kable Technology Inc - $525,000.00

4. Wittmers Electric - $652,450.00

5. Communication Technology Services LLC - $795,841.39

A public bid opening was held on November 6, 2025 at 4:00 p.m. (PT). The RFB provided the public bid opening webcast information including a meeting ID and password for bidders to log on via Zoom to attend. Four callers were in attendance.

Stadium Manager announced the receipt of the five bids on or before the due date and time, announced the name of the bidders and the total amount for each bidder, and declared Fireside Security Group Inc DBA Access Cabling, the apparent low bidder.

Evaluation of Apparent Low Bidder:
4900 Marie P. DeBartolo Way I Santa Clara, CA 95054

On November 7, 2025, Stadium Manager issued a Notice of Intended Award and made it available to all the bidders. Fireside Security Group Inc DBA Access Cabling (the lowest bidder) withdrew their bid, resulting in their disqualification. Stadium Manager collected the bid security in the amount of 10% of their bid ($24,980) from Fireside in lieu of their bid bond and has forwarded that amount for deposit to the Stadium Authority Revenue Account.

On November 11, 2025, Stadium Manager reissued a Notice of Intended Award and made it available to all the bidders, indicating our intent to award the bid to SCC Electric Inc. Stadium Manager reviewed and confirmed that the bid from SCC Electric Inc. met the responsiveness and responsibility factors.

The protest period ended on November 13, 2025. There were no protests.

Budget Augmentation:

An augmentation to the capital expenditure budget in the amount of $4,082.06 is required to complete this project. The Project was approved as part of the FY25/26 SCSA Capital Expenditures budget. The approved amount for this Project is $549,893.

In FY25/26, we have incurred approximately $20,000
1 in costs for design, engineering
and advertising. Combining that $20,000 with our recommended authorization of $533,500 herein, results in total expenditures for FY25/26 of $553,975.06.

Next Steps:

Once Stadium Manager receives approval from the SCSA Board, an Agreement (with the terms included in the RFB) will be executed with SCC Electric Inc., and a fully executed copy of the Agreement will be forwarded to the SCSA.

Supporting documentation has been provided for review and approval. The cost for advertising the RFB in the San Jose Mercury News publication for the first RFB was $309.92 and the revised RFB is $165.14. Stadium Manager’s request to publish legal notices in the San Jose Mercury News for various solicitations, including public works, was approved by the SCSA Board on July 13, 2021. This Project is a public works project.

1 This amount is not yet finalized as we are still awaiting invoices for design services from the A&E team for the value engineering work.
4900 Marie P. DeBartolo Way I Santa Clara, CA 95054
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-1756 Agenda Date: 1/13/2026

REPORT TO COUNCIL

SUBJECT
Action on Recommendations from Governance and Ethics Committee for Updates to Council Policy 043 ("Official Travel by City Councilmembers") DEFERRED FROM DECEMBER 16, 2025 MEETING

BACKGROUND
As background, Council Policy 043 ("Official Travel by Elected Officials") (Attachment 1) was identified for review and revision as part of the Governance and Ethics Committee (Committee) workplan. The policy establishes guidelines for official travel by City Councilmembers, defines reimbursable expenses for official travel, and ensures compliance with fiscal responsibility standards.

At the September 8, 2025 Committee meeting, staff presented proposed amendments to Council Policy 043 which included general cleanup language, clarifications, and additional procedures.

During its discussion, the Committee provided further direction regarding reimbursable meal rates.

The existing policy limited reimbursement for meals on the first and last day to 75% of the applicable U.S. General Services Administration (GSA) per diem rate. Committee members noted that actual travel schedules may necessitate full meals regardless of departure or return timing and recommended updating the policy to allow reimbursement at 100% of the GSA per diem rate for all days of authorized travel.

The Committee approved the staff recommendations to amend Council Policy 043 with the following changes:
1) Remove the 75% GSA limitation for the first and last days of travel and allow for reimbursement at 100% of the GSA rate for all travel days; 2) Require an itemized receipt for meal reimbursement; if an itemized receipt is unavailable, after review, a reimbursement may be made up to the maximum GSA per diem; and 3) Clarify that overnight lodging maybe approved when justified by commute time or similar circumstances.

In addition to these revisions, staff is updating City Manager Directive 028 (CMD) Purchase Card (P- Card) policy to incorporate audit procedures and authorize procedures and authorize issuance of City purchase cards to Councilmembers for official travel expenses. Once updated, staff will provide training to the City Council on proper use and compliant use of the City purchase cards.

DISCUSSION
The proposed revisions to Council Policy 043 (retitled “Official Travel by City Councilmembers”) (Attachment 2) are presented for City Council review and consideration. Key proposed changes include the following:

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1. Title: The title is updated from “Official Travel by Elected Officials” to "Official Travel by the City Councilmembers" to clarify that the policy applies to the Mayor and City Councilmembers only. Travel requirements for the elected Police Chief an elected City Clerk are outlined under City Manager Directive (CMD) 28, Travel Policy (Attachment 3).

2. Criteria for Official Travel: In this section, proposed revisions were made as follows:
a. Travel eligible for reimbursement must relate to a Councilmember’s official duties, professional development, or representation of the City at regional, state or national organizations that promote or advance City interests.
b. Where there is the potential for “multiple attendees,” the current policy states: “If multiple members meet the criteria to attend, the representative may attend based on seniority.” Under the proposed policy, when several Councilmembers request to attend the same event, priority will be based on:
· Committee or legislative assignment
· Submission date of the request
· Budget availability
· Brown Act considerations, as applicable
The proposed policy also includes a process for staff to confirm quorum availability for City Council meeting scheduled during travel periods.

3. Types of Travel: This section clarifies criteria for local, in-state, out-of-state, and international travel.
a. Local travel: Defined as less than 50 miles for single-day events. Overnight lodging may be approved by the City Manager when justified by commute time. b. In-State Travel: Travel exceeding 50 miles and aligned with official travel criteria (e.g.

League of California Cities Annual Conference, League of California Cities New Members Academy)
c. Out-of-state travel: Includes events such as the United States Conference of Mayors and National League of Cities conferences and other meetings. d. International Travel: Permitted for all City Councilmembers, including travel associated with City of Santa Clara's Sister Cities or Friendship Cities.

4. Procedures for Travel: The revised policy outlines a pre-authorization process:
a. Councilmembers submit a written request describing the purpose of travel and benefit to the City.
b. Staff verifies funding availability and prepares the pre-authorization form. c. The City Manager or designee reviews and approves the pre-authorization form.

5. Reimbursable Expenses: A new section provides details on allowable reimbursement expenses.
a. Lodging: Lodging is reimbursable for approved travel, including the night before and the City of Santa Clara Printed on 1/9/2026Page 2 of 5
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after the event. Itemized receipts are required, and reimbursement is limited to actual costs. If specific designated lodging is not identified, the City will reimburse the actual cost of lodging at an alternative location.
b. Meals: Meals, including tax and tips and incidentals, are reimbursable up to the per diem GSA rate (available online at
<http://www.gsa.gov/perdiem>) for a full day of travel. Itemized receipts are required; if unavailable, reimbursement may be made up to the GSA maximum with justification.

Meals provided by the conference, event, or hotel, must be deducted from the reimbursement as listed on the GSA website (<http://www.gsa.gov/mie>).

Alcohol, guest meals, and hotel incidentals (e.g. in-room services) are not eligible for reimbursement.
c. Transportation
· City/Private Vehicles: City vehicles are available for local or in-state travel.

Councilmembers shall be compensated for the use of their private vehicles for approved business travel at the current GSA standard mileage rate, provided that it is the most logical and least expensive method of transportation. To drive a vehicle on City business, Councilmembers must possess a valid California driver’s license. A driver of a privately owned vehicle must carry liability insurance coverage, and be responsible for any damage, service, or repair to the car occurring on the trip, as these costs are included in the City’s per mile cost reimbursement.
· Bridge Tolls/Parking: Reimbursable expenses with itemized receipts. · Train /Other Mass Transit: Train or other transit fares are reimbursable when logical and cost effective.
· Ground Transportation: Supplementary transportation within the destination city shall be accomplished by hotel courtesy buses, local shuttle services or public transportation, if available and logical. Taxi or rideshare may also be used. · Rental Vehicles: Allowed only when no reasonable alternative exists; economy- class vehicles are required, and optional insurance is not reimbursable. d. Airfare: Airfare must be booked at the lowest reasonable fare that provides the most direct route. Air travel options shall not be limited to a specific airline. Refundable tickets are permitted if there is a risk of cancellation. One checked bag is reimbursable.

Any unused credits from official travel must either be applied to future City travel or reimbursed to the City.

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to allow Councilmembers additional time to compile and submit itemized receipts.

7. Rewards and Promotional Benefits: Councilmembers may retain frequent flyer miles or similar rewards accrued during City travel, however, if personal frequent flyer miles or other reward points are used to purchase travel for City business, the value is not reimbursable.

8. Reports by City Councilmembers: Councilmembers must provide a written or oral report to the City Council within fifteen (15) business days of returning from travel or at the next Council meeting. The prior required reporting items were removed and replaced with an option to share course materials digitally.

The Goverrnance and Ethics Committee recommends the City Council approve the proposed amendments to Council Policy 043 ("Official Travel by the City Council") and approval by Resolution (Attachment 4).

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

FISCAL IMPACT
There is no fiscal impact associated with the approval of the recommendation.

COORDINATION
This report was coordinated by the City Manager’s Office, City Auditor’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
Approve the Recommendation from the Governance and Ethics Committee to Amend Council Policy 043 ("Official Travel by Elected Officials") to be retitled Council Policy 043 ("Official Travel by the City Council") in substantially the form presented.

Reviewed by: Maria Le, Assistant to the City Manager, City Manager Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Current Council Policy 043 ("Official Travel by Elected Officials")

2. Proposed Council Policy 043 (“Official Travel by City Councilmembers”)

3. City Manager Directive (CMD) 28 Travel Policy
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4. Resolution
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City of Santa Clara
Council Policy Manual

OFFICIAL TRAVEL BY ELECTED OFFICIALS

Revised 9/4/2019 Council Policy 043 Page 1 of 6 Resolution No. 19-8751
PURPOSE Consistent with the City of Santa Clara (City)'s Code of Ethics and Values, the City is fiscally responsible and endorses the proper use of City assets to help ensure the City's fiscal stability.

In order to ensure an open and transparent government, the City Council will regulate and prescribe guidelines for official travel by all elected officials. Reimbursement for official travel funded by non-City entities shall be in accordance with the guidelines issued by such other non-City entity.

To the extent the official’s expenses are not reimbursed by the non-City entity, the official may request reimbursement in accordance with the requirements of this policy (e.g., the official is chosen to serve as the City representative on a County-wide committee and the County agency sends the official to a conference, and reimburses the official for conference attendance and hotel, but not for meals and mileage; the Official may seek reimbursement for meals and mileage in accordance with the terms of this policy.)
This policy does not address an official’s reporting requirements relative to payments by a non-City entity for official travel; elected officials must comply with FPPC reporting requirements relating to payments for travel.

POLICY In order to control and properly account for expenditures made by elected officials in the course of their official duties, only authorized expenses may be reimbursed in accordance with the Travel-Meal Reimbursement & IRS Mileage Rates established by the Finance Department on an annual basis and within the criteria outlined within this policy.

Any questions regarding the appropriateness of a particular type of expense should be resolved by the City Council before the expense is incurred. Examples of non-reimbursable expenses include personal expenses, charitable/political contributions, entertainment expenses, personal losses incurred while travelling, and expenses for family members.

In order to conserve City resources and keep expenses within community standards for public officials, expenditure amounts should adhere to the guidelines set forth within. Expenses that exceed these City of
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Revised 9/4/2019 Council Policy 043 Page 2 of 6 Resolution No. 19-8751
guidelines will be reimbursed only to the maximum extent of the guidelines.

All cash expenditures, credit card expenses, and expense reimbursement requests must be submitted to the City Auditor on an expense report form provided by the City, accompanied by receipts documenting each expense. Expense and mileage reports must document that the expense in question meets the requirements of this policy. Inability to provide such documentation in a timely fashion may result in the expense being borne by the official.

All expenses are subject to review and verification by the City Auditor for compliance with this policy and eligibility for reimbursement.

TRAVEL

GUIDELINES
Reports by Elected Officials
The elected official must file a written or oral report to the City Council within fifteen (15) business days or at the next City Council meeting immediately following any travel attended at City expense or travel attendance as a City official that is funded by a non-City entity.

The report shall include, but is not limited to:
a. A listing of any workshops, presentations, educational seminars, speeches, or other sessions attended with summary and/or descriptions of information gathered
b. A listing of meeting(s) held during travel with legislators, other governmental officials, or groups with subjects addressed during the meeting(s)
c. A listing of any speeches, presentations, or other speaking roles during travel
Course Materials
Course materials received will be turned into the Mayor and Council Offices - Council Library or elected official’s respective department’s library, as applicable, for open accessibility, except for safety-sensitive portions of such materials.

Rewards and Promotional Benefits
Rewards granted under frequent travel programs through airlines, City of
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OFFICIAL TRAVEL BY ELECTED OFFICIALS (cont.)

Revised 9/4/2019 Council Policy 043 Page 3 of 6 Resolution No. 19-8751
hotels, or any type of travel vendor, if accrued through official travel and at the City's expense, shall be used only for official travel and/or turned over to the City for future official travel, to the extent possible.

Promotional benefits or materials received during official travel, if obtained under the same conditions as those offered to the general public and at no expense to the City, may be retained for personal use.

CRITERIA FOR

OFFICIAL
TRAVEL
Official City Representative Criteria
When travelling to a conference, convention, workshop, or similar event, one or more elected officials shall be specifically designated to act as the official representative(s) of the City with the following criteria:

a. Official travel must be related to the elected official’s roles or duties such as work performed on a particular issue or
substantive area in an official capacity, committee assignment, liaison assignment, task force assignment, or council
assignment.
b. If multiple members of the City Council meet the criteria, the representative(s) will then be designated based on seniority.

Public Purpose Criteria
Travel by elected officials is an allowable activity and expense when it is performed for a valid public purpose:

a. Attending educational seminars designed to improve the elected official’s skill and information levels, or to comply with applicable professional standards

b. Participating in regional, state, and national organizations whose activities affect the City’s interests

c. Communicating with representatives of regional, state, and national government and their various agencies

d. Travel is consistent with the adopted budget and/or legislative priorities

Elected officials may attend conferences or any other official travel at City of
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OFFICIAL TRAVEL BY ELECTED OFFICIALS (cont.)
Revised 9/4/2019 Council Policy 043 Page 4 of 6
Resolution No. 19-8751
their own expense if such travel falls outside the criteria set forth in this policy.

SUMMARY OF

CONFERENCES

AND TRAVEL
Official Travel – Local (Drivable Distance)
c. Local travel or single-day events that do not require an overnight stay are open to all elected officials.
d. Local travel or single-day events that require an overnight stay must meet the criteria for official travel.

Official Travel – In-state
a. In-state travel is limited to a maximum of two elected officials per official travel event, except as follows:

The League of California Cities Annual Conference is open to all elected officials, and the League of California Cities New Members Academy is open to all newly elected or appointed members of the City Council.
b. In-state travel requires elected officials to meet the criteria for official travel.

Official Travel – Out-of-state
a. Out-of-state travel is approved in advance annually with the respective department’s Operating Budget
b. Out-of-state travel is limited to a maximum of two elected officials per conference, with the exception of United States Conference of Mayors and National League of Cities
conferences and meetings.
c. Out-of-state travel requires elected officials to meet the criteria for official travel.

Official Travel – International
a. International travel is limited to a maximum of three elected officials per trip.

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Revised 9/4/2019 Council Policy 043 Page 5 of 6
Resolution No. 19-8751
b. International travel may be initiated by invitation or commemoration of anniversaries with the City of Santa Clara's sister cities.
c. International travel requires elected officials to meet the criteria for official travel.
d. International travel is approved in advance annually in the respective department’s Operating Budget and must be
submitted in advance to the City Council for approval with sufficient time to ensure that, if approved by Council, arrangements can be made before the first day of travel.

Official Travel – Other
For any official travel that has not been pre-approved in the respective department’s Operating Budget, requests for travel approval must be submitted to the City Council with sufficient time to ensure that, if approved by Council, arrangements can be made before the first day of travel.
a. Requests for travel approval must meet all of the criteria for official travel.
b. Requests for travel approval require 5 votes from the City Council.
c. When reviewing and considering approval of requested travel by elected officials, the City Council shall ensure compliance with the Brown Act (California Open Meeting Requirements for Local Legislative Bodies).

PROCEDURE Prior to incurring expenses, review policy to ensure proposed expenses are allowed based on the criteria established within this policy.

Within fifteen (15) business days of an expense being incurred, elected officials submit to the City Auditor an expense report form, accompanied by receipts, documenting the amount and purpose of each expense and how it meets the requirements of this policy. Course materials must be turned into the respective department’s library for open accessibility, except for safety-sensitive materials.

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OFFICIAL TRAVEL BY ELECTED OFFICIALS (cont.)
Revised 9/4/2019 Council Policy 043 Page 6 of 6
Resolution No. 19-8751
The elected official must file a written or oral report to the City Council within fifteen (15) business days or at the next City Council meeting immediately following any travel attended at City expense, with the criteria outlined within this policy.

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Proposed Amendments in Yellow

OFFICIAL TRAVEL BY THE CITY COUNCIL

Revised 9/4/2019 Council Policy 043 Page 1 of 6 Resolution No. 19-8751
POLICY The purpose of this policy is to establish guidelines for official City Council travel. Travel must serve a legitimate public purpose, be conducted in a fiscally responsible manner, and comply with the City of Santa Clara Code of Ethics and Values. All expenses are subject to review by the City Auditor to ensure transparency and accountability.

Aligned with the City of Santa Clara Code of Ethics and Values, the City is committed to fiscal responsibility and the prudent use of public resources to protect long-term financial stability. To promote open and transparent government, the City Council establishes guidelines for official travel by City Councilmembers.

Travel by City Councilmembers is permitted and reimbursable when it serves a valid public purpose. This policy defines the types of expenses that are authorized during official travel and outlines the procedures for reimbursement. Reimbursements will not exceed the limits set forth in these guidelines.

All travel expenses are subject to review and verification by the City Auditor to ensure compliance with this policy and eligibility for reimbursement.

This policy governs City-funded travel only. It does not address reporting obligations for travel paid by non-City entities. City Councilmembers remain responsible for complying with all Fair Political Practices Commission (FPPC) reporting requirements regarding non- City payments for travel.

ELIGIBILITY

AND CRITERIA
Official Travel
The City’s annual operating budget for the Mayor and Council office includes funding allocated for official City travel. Any travel meeting the criteria of this policy may be allowed as long as funding is available.

Official travel may be authorized when it meets one or more of the f
ollowing:

1. Official Duties: Related to the Councilmember’s elected role, committee assignment, or legislative priority (e.g. committee or liaison assignment, task force assignment, or council
assignment).

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OFFICIAL TRAVEL BY CITY COUNCILMEMBERS (cont.)

Revised 9/4/2019 Council Policy 043 Page 2 of 6 Resolution No. 19-8751

2. Professional Development: Conferences, meetings, workshops, trainings or educational seminars that build skills or knowledge relevant to City service.

3. Representation: Participation in regional, state, or national organizations that promote and advance the interests of the City.

4. Multiple Attendees: When several Councilmembers request attendance at the same event, priority will be based on committee or legislative assignment; submission date of request; budget availability; and compliance with Brown Act quorum requirements. If multiple members of the City Council elect to attend the same event for travel, Councilmember(s) may attend based on available department budget or based on a committee assignment or legislative priorities of interest.

a. A ll r equests for additional budget approval must meet all criteria for official travel.
b. Requests for travel approval requires five votes from the City Council.

Types of Travel

a. Local travel is defined as 50 miles or less from Santa Clara City Hall for single-day events which meet the official travel criteria above.
b. Local travel may require overnight lodging and may be approved by the City Manager depending on whether an extensive
commute is required to attend the conference or event.
c. In-State Travel exceeding 50 miles from Santa Clara City Hall may include: League of California Cities Annual Conference, League of California Cities New Members Academy and other meetings.
d. Out-of-State travel are for events such as the United States Conference of Mayors and National League of Cities
conferences and other meetings.

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OFFICIAL TRAVEL BY CITY COUNCILMEMBERS (cont.)

Revised 9/4/2019 Council Policy 043 Page 3 of 6 Resolution No. 19-8751
e. International travel is allowed for all City Councilmembers.

International travel may be initiated by invitation or
commemoration of anniversaries with the City of Santa Clara's Sister Cities or Friendship Cities or international delegation.

PROCEDURES Travel Arrangements
Travel arrangements should be made as far in advance as possible to obtain the best possible fares, early bird and discounted rates, and to avoid late registration fees.
1) Prior to travel, Councilmembers must submit a written request to City staff stating the purpose and benefit to the City. 2) City staff will verify available funds and prepare the pre- authorization form.
3) The City Manager or designee approves the pre-authorization form.

REIMBURSABLE

EXPENSES
Lodging
Lodging is covered for approved travel, including the night before and the night after an event. Itemized receipts are required, and reimbursement is limited to actual costs.

If no specific lodging site is designated for official City business, the City will reimburse the actual cost of lodging at an alternative location.

Meals
Meal expenses are reimbursed, including tax and tips and incidentals, up to the General Services Administration (GSA) per diem rate for the destination ( http://www.gsa.gov/perdiem) for a full day of travel.

Itemized receipts showing the expense amount are required for Councilmembers to receive reimbursement . In the case an itemized receipt is missing and efforts to obtain a copy are not available, a memo may be reviewed providing justification to authorize the full per diem reimbursement amount. R eimbursements are capped at the GSA amounts detailed online.

The Meals & Incidental Expenses will be used to generate the per diem City of
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OFFICIAL TRAVEL BY CITY COUNCILMEMBERS (cont.)

Revised 9/4/2019 Council Policy 043 Page 4 of 6 Resolution No. 19-8751
rate for meals. Any meals provided as part of the conference, event, or hotel, must be deducted from the reimbursement as listed on http://www.gsa.gov/mie .

Alcohol, guest meals, and hotel incidentals (e.g. in-room services) are not eligible for reimbursement.

Transportation

Use of City /Private Vehicles: City vehicles are available for in-state or local travel. Councilmembers shall be compensated for the use of their private vehicles for approved business travel at the federal GSA standard rate, provided that it is the most logical and least expensive method of transportation.

To drive a vehicle on City business, Councilmembers must possess a valid California driver’s license. A driver of a privately owned vehicle must carry liability insurance coverage, and be responsible for any damage, service, or repair to the car occurring on the trip, as these costs are included in the City’s per mile cost reimbursement.

Bridge Tolls/Parking: Bridge tolls and parking fees incurred while traveling on City business are reimbursable with receipts.

Councilmembers shall obtain itemized receipts and submit them with their Travel Expense Reports.

Train /Other Mass Transit: Councilmembers shall be compensated for train or other mass transit fares and fees provided that it is the most logical and least expensive method of travel.

Ground Transportation: Supplementary transportation within the destination city shall be accomplished by hotel courtesy buses, local shuttle services or public transportation, if available and logical. Taxi or rideshare may also be used.

Rental Vehicles: Rental vehicles shall only be used when no practical alternative exists; in such cases, Councilmembers must select economy class vehicles, and optional insurance is not reimbursable.

Airfare: Airfare must be booked at the lowest reasonable fare that provides the most direct route. Air travel options shall not be limited to City of
Santa Clara
The Center of What 's Possible
City of Santa Clara
Council Policy Manual
Proposed Changes in Yellow

OFFICIAL TRAVEL BY CITY COUNCILMEMBERS (cont.)

Revised 9/4/2019 Council Policy 043 Page 5 of 6 Resolution No. 19-8751
a specific airline. Refundable tickets are permitted if there is a risk of cancellation. One checked bag is reimbursable. Any unused credits from official travel must either be applied to future City travel or reimbursed to the City.

If travel arrangements must be canceled, Councilmembers are expected to notify staff as soon as practicable to allow sufficient time to avoid or minimize additional costs to the City.

Expense Report
• All itemized receipts and documentation must be submitted within thirty (30) business days of travel to staff for processing with the City Auditor’s Office.
• Expense and mileage reports must document that the expense meets the requirements of this policy. Inability to provide such documentation in a timely fashion may result in the expense being borne by the official.
• Non-r
eimbursable expenses: Expenses that are personal,
political, or entertainment related are not eligible for reimbursement. Alcohol expenses for family members or
guests, and costs associated with extending a trip for personal reasons are also non-reimbursable.

Rewards and Promotional Benefits

Councilmembers may earn frequent flyer miles or other travel rewards (such as airline, hotel, or vendor loyalty points) while on official City travel. However, if personal frequent flyer miles or other reward points are used to purchase tickets or services for City business, the value of those tickets or services is not reimbursable.

P
romotional benefits or materials received during official travel, if obtained under the same conditions as those offered to the general public and at no expense to the City, may be retained for personal use.

Reports by City Councilmembers
City of
Santa Clara
The Center of What 's Possible
City of Santa Clara
Council Policy Manual
Proposed Changes in Yellow

OFFICIAL TRAVEL BY CITY COUNCILMEMBERS (cont.)

Revised 9/4/2019 Council Policy 043 Page 6 of 6 Resolution No. 19-8751

Councilmembers must provide either a written or oral report to the City Council within fifteen (15) business days of their return, or at the next City Council meeting, whichever comes first. This requirement applies to travel funded by the City as well as travel undertaken in an official capacity that is funded by a non-City entity. Any course or conference materials received may be shared in digital format with the full City Council.

The report shall include, but is not limited to:
• A listing of any workshops, presentations, educational seminars, speeches, or other sessions attended with summary and/or descriptions of information gathered
• A listing of meeting(s) held during travel with legislators, other governmental officials, or groups with subjects addressed during the meeting(s)
• A listing of any speeches, presentations, or other speaking roles during travel
Course Materials
Course materials received may be shared with the Mayor and Council Office staff to include in a digital format to share with the full City Council. the Council Library or elected official’s respective department’s library, as applicable, for open accessibility, except for safety-sensitive portions of such materials.

City of
Santa Clara
The Center of What 's Possible
City Manager’s Directive 028
Travel Policy
CMD 028 Page 1 of 12 DATE: July 1, 2022
CANCELS: June 19, 1997
POLICY The City of Santa Clara (the “City”) expects to pay all reasonable costs incurred by City employees traveling on approved City business; and City employees are expected to use sound fiscal stewardship when expending public funds, and to travel in the most logical and least expensive manner possible.

PURPOSE The purpose of this Travel Policy (the “Policy”) is to define the City’s expectations of its employees who travel in connection with their work responsibilities and to clarify which expenses the City will fund and which expenses are considered the personal responsibility of the traveler. This policy is not intended to cover short trips during work hours made by employees in the course of their regularly assigned work duties.

Local Travel Local travel is travel necessary to conduct official City business and is performed by the most direct route within and adjacent to an employee’s official worksite. Local travel is defined as less than 50 miles from the employee’s home or place of business, whichever is the shortest distance. Comp ensation shall be based upon the number of miles between the trav el destination and either the employee’s designated work location or residence, whichever is the shortest distance. The City will not pay for lodg ing or per diem meal expenses related to local travel as defined above. The City will pay for transportation and parking costs related to the local travel.

Employees can settle their allowable local travel expenses through the petty cash reimbursement process if the request is less than the petty cash limit at the time of reimbursement. Requests larger than the petty cash limit require an accounts payable request for payment.

Conference
and Meeting
Attendance
City employees shall be authorized to join professional and public organizations and attend the meetings and conferences held by such organizations subject to adequate budget appropriations and adherence to this policy.

General
Procedures
and Guidelines
The Policy shall be reviewed annually by the City Auditor’s Office to ensure its consistency with respect to the City's objectives and any modifications must be approved by the City Manager.

City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 2 of 12
CANCELS: June 19, 1997
Travel
Authorization
A. City Manager Pre-Travel Authorization Form Required.

City Manager (or designee) authorization is required in advance of travel or the commitment of City funds for the following:
 Travel by Department Directors
 Out-of-State travel by any staff
 Any exception to this policy
Authorization shall be sought via submittal of a Pre-Travel Authorization Form (Attachment A).

B. Department Director Pr e-Travel Authorization Form
Required.

In-state, overnight travel requires the approval of a
Department Director via submittal of a Pre-Travel
Authorization Form in advance of travel and the commitment of City funds.

C. Department Director or Designated Supervisor
Authorization Required.

A pre-travel authorization form is not required for local travel as defined above, where meal reimbursement, overnight or out-of-state travel is not concerned. Employees are required to obtain approval from their supervisor prior to any business travel for which the City is expected to pay for mileage, bridge tolls and/or parking. This approval can be via email, with a copy of email approval submitted with travel costs. Itemized receipts are necessary to receive reimbursement for all expenses whether through petty cash or accounts payable request for payment. An employee may not approve their own travel documentation under any circumstances.

Travel
Arrangements
Travel arrangements shall be made as far in advance as possible to obtain the best possible fares and rates. Registration for conferences and training shall be made far enough in advance to take advanta
ge of earl y (discounted) fees, and to avoid late
City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 3 of 12
CANCELS: June 19, 1997
registration fees. If travel arran gements must be cancelled for any reason, the person who made the arrangements shall cancel them in sufficient time to prevent t he City from incurring unnecessary costs when possible.

At the Department Director’s discretion, one or more persons may be designated as a Travel Coordinator and be assigned
responsibility for making travel arrangements for all business travelers within a department. It is the City’s preference that all travel be booked by designated Travel Coordinators using their City Procurement Cards to secure travel arrangements ahead of all travel. Individual travelers may make their own travel arrangements with their personal credit cards and be reimbursed if it is not feasible for a travel coordinator to do so.

Transportation Travelers shall use whatever mode of transportation is the most reasonable and least expensive. W hen planning the transportation portion of a trip, the em ployee shall consider all aspects of cost to the City including daily expenses, overtime, lost work time as well as actual transportation costs.

Use of a mode of transportation ot her than the most reasonable and least expensive must be documented and have advance approval from the employee’s Department Director. The City will pay only the cost of the most reasonable and l east expensive mode. If the mode of transportation is determined to be a City vehicle, the traveler shall comply with the City Manager’s Directive (CMD) 21 Use and Maintenance of City Vehicles Incl uding General Government/Public Works Pool Vehicles. The difference between the selected mode and the least expensive mode shall be documented and considered the employee’s personal expense at the time of travel authorization.

This paragraph does not apply to s pecial accommodations made to qualified employees under the Am ericans with Disabilities Act provided that the alternate mode of transportation is approved in advance.

A. Air Travel.

Employees shall not limit their air travel options by specifying an airline. The airline offering the lowest fare for a reasonable route shall be selected.

City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 4 of 12
CANCELS: June 19, 1997
B. Use of Personal Vehicle.

With the exception of empl oyees who have been assigned a City vehicle or who receive a ca
r allowance, employees shall
be compensated for the use of their private vehicles for business travel at the current IRS standard mileage rate, provided that it is the most reasonable and least expensive method of transportation. Compensation shall be based upon the number of miles between the tr avel destination and either the employee’s designated work location or residence,
whichever is the shortest distance.

Employees that receive a car allowance and are required to travel greater than 50 miles from their work location or residence, whichever is the shortest distance, are eligible to be compensated for the use of their private vehicle for business travel at the current IRS standard mileage rate for miles traveled over 50 each way of the trip (e.g. if travel destination is 80 miles from the work location and 70 miles from the residence, then the employee will receive
reimbursement for 20 miles (70-50=20)).

Employees who do not receive a car allowance may also be compensated at the current IRS standard mileage rate for the use of their private vehicles for routine travel on City business between City facilities or to other locations in Santa Clara or the adjoining communities. Co mpensation shall be based upon the number of m iles between the travel destination and either the employee’s designated work location or residence, whichever is the shortest di stance. Employees must keep a log of such routine travel us ing the Mileage Reimbursement Log (Attachment C). Expense re imbursements for this type of mileage must be submitted monthly.

The City will reimburse all expense s, such as bridge tolls and parking fees, incurred as the result of an employee’s
authorized use of a vehicle while traveling on City business.

Employees requesting reimburse ment for the payment of
such expenses shall obtain it emized receipts and submit them as pa
rt of their travel expenses on the Travel Expense
City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 5 of 12
CANCELS: June 19, 1997
Form. Also, whenever possible, employees attending the
same event shall travel together to minimize expenses.

To drive a City or privately-owned vehicle on City business an employee must possess a valid Ca lifornia driver’s license. An owner/driver of a privatel y-owned vehicle used for City business must carry adequate liabi lity insurance coverage in accordance with applicable State law, and be responsible for any damage, service, or repair to the car occurring on the trip, as these costs are included in the City’s per mile cost reimbursement.

In addition, the employee shall charge any additional
personal time spent outside of the normal reasonable travel time during normal work hours to vacation or a similar leave.

C. Train and Other Mass Transit.

Employees shall be compensated for train or other mass
transit fares and fees provided that it is the most logical and least expensive method of travel to the conference,
conference related events, or meeting site. Any incremental cost beyond the basic cost required for the employee to attend a conference or meeting shall be paid for by the employee. In addition, the employee shall charge any
additional personal time spent outside of the normal
reasonable travel time during normal work hours to vacation or a similar leave.

D. Ground Transportation at Destination.

Supplementary transportation within the destination city shall be accomplished by hotel courtesy buses or local shuttle services, if available. Taxi or ride-share (Uber/Lyft) service shall be used only when no other convenient, less costly mode of transportation is available for the employee to travel to the conference, conference related events, or meeting site.

Any incremental cost beyond the basic cost required for the employee to attend a conference or meeting shall be paid for by the employee.

City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 6 of 12
CANCELS: June 19, 1997
E. Rental Vehicles.

Rental vehicles shall be used only when no other mode of transportation is available or when alternate transportati on
would be more expensive or impractical and must be
authorized in advance by the Department Director. If a rental vehicle is authorized, employees shall request the least expensive vehicle category that meets their needs.

Employees are required to purchase and shall be reimbursed for optional insurance coverage for the rental vehicle.

Optional insurance coverage shall include Damage Waiver (DW) (also referred to as Collision Damage Waiver (CDW)) and third-party liability coverage.

F. Travel Time.

Travel time is compensable under certain conditions identified in the Fair Labor Standards Act (FLSA). As a charter city, the City follows current FLSA regulations for determining the compensability for travel time. The FLSA regulations are available at:
http://www.dol.gov/whd/regs/compliance/whdfs22.htm
Lodging The City will pay lodging expenses for approved City travel, including the evening preceding or subsequent to a meeting or business event when the employee w ould otherwise have to travel from his/her residence before 6 a.m. or after 9 p.m. to reach or return from his or her destination. Local travel, as defined previously in this policy, does not qualify for City paid lodging expenses.

Employees are expected to use t he most cost-effective lodging reasonably available. When a confer ence or training session is held at a specific hotel, the City shall pay for actual lodging expenses up to the standard lodging rate advertis ed by the conference or training sponsor unless approved by the Depar tment Director as part of the travel authorization process.

When there is not a specific lodging site associated with official City business, the Cit
y shall pa y for actual lod ging expenses up to the
City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 7 of 12
CANCELS: June 19, 1997
GSA maximum rate allowed by location
(http://www.gsa.gov/perdiem). Note that the GSA maximum rate applies to the base room rate only and does not include taxes. Any exception to applying the GSA rate due to the current market rates in the area of travel must be documented in writing and approved, pre-travel, by the Department Director.

Every effort shall be made to obtain lodging at or near the facility where official City business is to ta ke place to minimize travel time and transportation costs. The lodging should also be clean, safe and appropriate for business travel. Government rates are often available and should be sought. T he City will pay for standard room accommodations at the most co st-effective lodging reasonably available. Any incremental cost beyond that of a standard room shall be paid for by the employ ee unless a written exception has been approved by the City Manager (or designee).

Room reservations may be made in advance using a City
procurement card and the employ ee should request a copy of the hotel’s credit card authorization receipt as applicable. This will be used to authorize the hotel to char ge the total room cost, including all taxes, on the Travel Coordinator’s purchasing card. Employees shall personally pay for any additiona l expenses incurred, such as movie rental, mini-bar bills, room service, etc.

Employees shall cancel any reservations for lodging they will not use. Any charge for an unused reservation shall be considered the employee’s personal expense unless failure to cancel the reservation was due to circumstances reasonably beyond the employee’s control.

Meals A. Overnight Travel
The City will pay for an employee’s meals during authorized travel, including tax and tips and incidentals, up to the per diem amount established by the GSA for the des tination location (available at:
http://www.gsa.gov/perdiem) for a full day of trav el. Per GSA, rules, employees are only eligible for 75 percent of the total per diem amount on the first and last travel day. The Meals & Incidental Expenses (M&IE) column will be used to generate the per diem rate for meals. Use the
guide on http://www. gsa.gov/mie to breakdown
City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 8 of 12
CANCELS: June 19, 1997
the per diem amount for each meal. For any meal that is provided by the conference or hotel the appropriate meal amount listed on http://www.gsa.gov/mie must be deducted from the reimbursement request.

The City will not pay for the following:
 Meals that the employee elec ts to purchase from another source when the meals are included in the cost of a
conference, training registration fee, or hotel stay. In the event an exception is granted due to dietary restrictions, the meal will be reimbursed on an actual expense basis, up to the applicable GSA rate.
 Alcoholic beverages.

B. Non-Overnight Travel
With regard to partial days of travel that is not overnight but exceeds the local travel guidelines detaile d above, the City will pay for meals on a pro-rated basis using GSA meal amounts, as follows:
 If the partial day includes travel before 8 a.m. , the City will pay for the employee's breakfast.
 If the partial day includes tr avel between 11 a.m. and 1 p.m., the City will pay for the employee's lunch.
 If the partial day includes travel after 5 p.m., the City will pay for the employee's dinner.

Miscellaneous
Fees/Business
Expenses
A. Gratuities/Tips.

The City will pay reasonable a nd customary gratuities and tips during City business travel, which are included in the standard per diem rate per GSA guidelines.

B. Business Expenses.

The City will pay for goods and/or services deemed
necessary for the completion of official business, such as printer, copier, and computer usage, etc.; for internet usage at actual cost and for all bus iness telephone calls. Cellular phones are often mo
re cost-effective than using hotel phones
City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 9 of 12
CANCELS: June 19, 1997
directly and should be consid ered as a primary option.

Whenever possible, employees shall anticipate the need for supplies and shall take what ever they will need with them instead of buying supplies at their destination.

C. Baggage Fees.

If the airline charges for all checked baggage, the City will cover the cost for one checked bag only. Excess baggage charges are not reimbursable.

D. Personal Expenses.

Personal expenses will not be paid by the City. In addition to those items identified as personal expenses throughout this Policy, personal expenses inclu de early bird flight check-in fee, change flight fee (except as otherwise set forth in this Policy), personal transportati on costs outside of the
conference or conference event site, personal telephone calls, in-room movies, spas and gyms, optional recreational events in connection with a conference, laundry or dry
cleaning, miscellaneous sundrie s, or other items of a
personal nature.

Personal travel shall not be mixed with business travel if it will result in (1) additional cost s to the City, (2) employee engaging in personal travel wh ile be compensated, or (3) harming the City’s interest in any way. Any extension of a trip for personal travel must be accompanied by Director approval and supporting documentation of what the trip would have cost with the original business itinerary. The City will reimburse the lesser of the original business itinerary cost or the extended trip cost due to per sonal travel. Any additional cost from the original business itinerary must be covered by the employee. The City will not pay for any expenses of a spouse or other person who a ccompanies an employee on
business travel.

City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 10 of 12
CANCELS: June 19, 1997
Settlement of
Trip Expenses
Payment of travel expenses incu rred during the trip using City procurement cards is not permitted. Purchase cards may be used to pre-pay expenses such as flights, hotel, car rental, or conference registration (preferably by a Trav el Coordinator) or may pay these expenses by invoice through accounts payable.

Allowable expenses per this policy dur ing the trip are to be paid out of pocket by employees and reimbursed upon completion of travel.

The City will not provide any adv ance payment of travel costs directly to employees.

Travel
Reimbursement
All employee travel reimbursement requests require either direct supervisor or Department Head approv al prior to submitting to the City Auditor. Direct super visors can approve expense
reimbursement requests if there is no greater than a 10% variance between the pre-approved travel esti mate and the actual expense reimbursement requested. An y reimbursement request with a difference greater than 10% of the pre-approved estimate must be approved by the Department Director.

The City Auditor’s Office is responsible for review and has final approval of travel expense reimbursement requests. Approval shall be based upon the employee’s compliance or non-compliance with the requirements of this policy. Once approved by the City Auditor, the reimbursement request will be fo rwarded directly to accounts payable for processing and email notification will be provided to travel coordinators and/or the employee.

Within 30 days of an employee's return from a business trip, a final, department approved expense report associated with the trip shall be submitted to the City Auditor to be eligible for any reimbursement. The employee must complete a signed Travel Form and supporting documentation to substantiate all reported expenses with the exception of meals, as these are reimbursed based on GSA per diem rates. The documentation should be in its original form and include the following, if applicable:
 Pre-travel request authorization as defined by this policy  Invoice and trip itinerary from vendor
 Event brochure or agenda for conf erence, training, or special event
City of
Santa Clara
The Center of What 's Possible

CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 11 of 12
CANCELS: June 19, 1997
 Any certificates of completion associated with event
 Airfare receipt showing the travel dates and time
 Parking receipts showing the travel date and amount paid  Transportation receipts showing the travel date and full address to/from the event location
 Car rental receipt showing the dates and number of days  Final itemized hotel bill or statement showing all charges  Documentation showing mile s between destination and the employee’s work location or residence to substantiate the shortest distance driven for mileage
 A brief written explanation if a reporting item doesn’t have supporting documentation.

It is the employee’s responsibility to submit the travel expense reimbursement request within the specified timeline.

Uncompleted training will not be paid by the City unless the employee's failure to complete the training was due to a cause outside the employee's control as documented with a memorandum.

Advances The City does not offer advances to employees for travel.

Exceptions to
this Policy
This Policy does not claim to address all contingencies and conditions. However, any exception requires City Manager (or designee) approval in writing for anticipated/known exceptions or unanticipated/unplanned expenses. R equests for exceptions should be accompanied by the traveler’s written justification for the expense.

Examples of exceptions to this po licy include, but ar e not limited to, the following:
 Unusual business expenses
 Per diem and/or lodging expenses which exceed GSA limits  The purchase of one or more meals from another source even though they were included in a conference and/or
seminar registration fee
 The use of an alternate mode of transportation
 Lodging expenses incurred during local travel
 Travel costs exceeding av ailable budget appropriations City of
Santa Clara
The Center of What 's Possible
CMD 028: Travel Policy
DATE: July 1, 2022 CMD 028 Page 12 of 12
CANCELS: June 19, 1997
City Auditor to
Conduct
Periodic Audits
The City Auditor shall conduct periodic audits in accordance with generally accepted government auditing standards to ensure compliance with this travel policy. A udit results shall be submitted to the City Council.

Cross Refe
rences:

CMD 49 - Membership in Professional Societies and Associations CMD 21 - Use and Maintenance of City Vehicles Including General Government/Public Works Pool Vehicles
Attachments:

A – Travel Authorization Form
B – Travel Expenses Reimbursement Form
C – Mileage Reimbursement Log
City of
Santa Clara
The Center of What 's Possible
Resolution Council Policy 043 Page 1 of 2
Rev: 6.20.25
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
AMENDING COUNCIL POLICY 043 OFFICIAL TRAVEL BY CITY

COUNCILMEMBERS

WHEREAS, a draft of Council Policy 043, “Official Travel by City Councilmembers ” (“Draft Policy”) was presented to the Governance and Ethics Committee (“Governance and Ethics Committee”) for their consideration on September 8 , 2025 for review and revision as part of Council policies and procedures to further clarify guidelines for official travel by City Councilmembers, define reimbursable expenses for official travel, and ensure compliance with fiscal responsibility standards; and
WHEREAS, the Governance and Ethics Committee approved the Draft Policy in substantial form, with revisions, and directed staff to present the Draft Policy to the City Council for its consideration and adoption; and,
WHEREAS, City staff updated the Draft Policy and presented it to the City Council for their consideration at their December 16, 2025 City Council meeting; and WHEREAS, Council considered the Draft Policy, heard public comment, and provided direction to staff regarding any requested modifications ; and WHEREAS, such modifications include updated guidelines and procedures for the Official Travel by City Councilmembers for the City of Santa Clara.

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

1. Council Policy 043, entitled “Official Travel by City Councilmembers ”, attached here as Attachment 1, is hereby approved and adopted commencing December 16, 2025 until further amended. The Policy shall continue in effect until otherwise affirmed, modified or terminated by vote of the City Council.

2. Staff is directed to take such other actions as are necessary to implement, post and distribute the Policy, including preparation and presentation to the City Council of any necessary Resolution Council Policy 043 Page 2 of 2
Rev: 6.20.25
modifications to reflect the new policy.

3. Effective date. This resolution shall become effective immediately , with the Council Policy 043 to go into full effect upon December 16, 2025.

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 16th DAY OF DECEMBER 2025, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments to be incorporated by reference:

1. Council Policy 043, entitled, “Official Travel by City Councilmembers” City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-1757 Agenda Date: 1/13/2026

REPORT TO COUNCIL

SUBJECT
Action on Recommendations from Governance and Ethics Committee for Updates to Council Policy 006 ("Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events”) DEFERRED FROM DECEMBER 16, 2025 MEETING

BACKGROUND
As background, Council Policy 006 ("Guidelines for Commissioners Attendance at Conferences and Training Events”) (Attachment 1) was identified for review and revision as part of the Governance and Ethics Committee (Committee) workplan. The policy establishes guidelines for official travel by members of City Commissions, Boards and Committees, defines reimbursable expenses for official travel, and ensures compliance with fiscal responsibility standards.

At the September 8, 2025 Committee meeting, staff presented proposed amendments to Council Policy 006 which included general cleanup language, clarifications, and additional procedures.

During its discussion, the Committee provided further direction regarding reimbursable meal rates.

The existing policy limited reimbursement for meals on the first and last day to 75% of the applicable U.S. General Services Administration (GSA) per diem rate. Committee members noted that actual travel schedules may necessitate full meals regardless of departure or return timing and recommended updating the policy to allow reimbursement at 100% of the GSA per diem rate for all days of authorized travel. The Committee also emphasized the importance of ensuring sufficient budget resources for Commissioner and Committee members for attendance at trainings and conferences. The Committee recommended that City staff liaisons actively promote and encourage available trainings and conferences to help support the development of Commissioners, Board, and Committee members.

The Committee approved the staff recommendations to amend Council Policy 006 with the following change:

1. Remove the 75% GSA limitation for the first and last days of travel and allow for reimbursement at 100% of the GSA rate for all travel days.

DISCUSSION
The proposed Council Policy 006 (retitled “Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events”) (Attachment 2) are presented for City Council review and consideration key proposed changes include the following:

1. Title: The title is updated to “Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events” to clarify that the policy applies to all City of Santa Clara Printed on 1/9/2026Page 1 of 3
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members of Commissions, Boards, and Committees.

2. Criteria for Official Travel: New language clarifies that overnight lodging is not permitted for local travel and defined as less than fifty miles from Santa Clara City Hall. Exceptions may be approved by the City Manager when an extensive commute would otherwise be required.

3. Procedures for Travel: The revised policy outlines the process:
a. Travel arrangements should be made as early as reasonably possible to secure the best available fares, early bird/ discounted rates, and avoid late registration fees. b. All itemized receipts and documentation must be submitted within thirty (30) business days of travel for processing by staff with the City Auditor’s Office. c. Expense and mileage reports must demonstrate that the expense meets policy requirements; failure to do so in a timely manner may result in the cost being borne by the Commission or Committee member.
d. Non-reimbursable expenses: Personal, political, or entertainment related expenses are not reimbursable. Alcohol expenses for family members or guests, as well as costs associated with extending travel for personal reasons, are also non-reimbursable. e. Extending travel outside the approved travel authorization (including additional days or weekends) does not entitle the traveler to reimbursed for associated expenses, included lodging, meals, or airfare differences.

4. Reimbursable Expenses: new section provides detail on allowable reimbursement expenses. a. Lodging: Lodging is reimbursable for approved overnight travel, limited to actual costs with receipts. If no official hotel is designated, alternative lodging may be reimbursed. b. Meals: Where a conference Includes meals in its registration cost, separate meal reimbursements will not be provided unless related to dietary restrictions.

Reimbursement is available during authorized overnight travel, capped at the GSA per diem rate for the destination. First and last travel days are reimbursed at 100% of the GSA rate. Alcohol, guest meals, and hotel incidentals (e.g., in-room services) are not reimbursable.
c. Transportation: Eligible costs include mileage at the GSA rate for private vehicles, bridge tolls and parking (with receipts), train or mass transit fares, local shuttle or public transportation, and rideshare or taxi when appropriate. Airfare must be booked at the lowest reasonable direct fare. Refundable tickets are permitted. One checked bag is reimbursable. Unused credits must be applied to future City travel or reimbursed to the City.

5. Rewards and Promotional Benefits: Committee members and Commissioners may retain frequent flyer miles or similar rewards accrued during City travel. However, if personal frequent flyer miles or other reward points are used to purchase travel for City business, the City of Santa Clara Printed on 1/9/2026Page 2 of 3
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26-1757 Agenda Date: 1/13/2026
value is not reimbursable.

The Goverrnance and Ethics Committee recommends the City Council approve the proposed amendments to amend Council Policy 006 ("Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events”) and approval by Resolution (Attachment 3).

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

FISCAL IMPACT
There is no fiscal impact associated with the approval of the recommendation.

COORDINATION
This report was coordinated by the City Manager’s Office, City Auditor’s Office and the 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
Adopt a Resolution Approving the Recommendation from the Governance and Ethics Committee to amend Council Policy 006 ("Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events”) in the form presented.

Reviewed by: Maria Le, Assistant to the City Manager, City Manager’s Office Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Current Council Policy 006 ("Guidelines for Commissioners Attendance at Conferences and Training Events")

2. Proposed Council Policy 006 ("Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events”)

3. Resolution
City of Santa Clara Printed on 1/9/2026Page 3 of 3
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City of Santa Clara
Council Policy Manual

GUIDELINES FOR COMMISSIONERS

FOR ATTENDANCE AT CONFERENCES AND TRAINING EVENTS

Approved and Amended July 11, 2023 Council Policy 006

PURPOSE The purpose of this Policy is to establish criteria for B oards and Commissions travel to conferences and training events.

POLICY Each City C ommission has a separate budget to pay for members’ attendance at appropriate conferences and training pr ograms. These guidelines were established by the City Council in 1997 and amended in 2003 and 2010 based on the City’s Budget Principles. In general, the policy disc ourages international and out -of-state travel for conferences and training events.

TRAVEL

GUIDELINES

1. Official travel must be related to the Commissioner’s roles or duties and approved by the City Commission.

2. Attendance at conferences and training events s hould be rotated as much as feasible among members of each City Commission.

3. All travel req uests must be pre-a pproved by the Board or Commission prior to travel ar rangements. Exceptions will be made for urgent or late travel requests, which occur before the Board or Commission convene s, these requests may be approved by the City Manager.

4. The C ity of Santa Cl ara is fiscally responsible and endorses the proper use of City assets to help ensure the C ity’s fiscal stability. If the City Commi ssion believes that the out -of-state conference is highly important, and if sufficient funding is available wi thin the existing budget then approval by the City Manager is required.

5. No more than two members of a City commission may attend any specific out-of-state conference or training event.

6. No more than three members of a City commission may attend any specific conference and training event held within the State of California. If more than three members of a City commission wish to attend a conference within the State of California, if sufficient funding is available within the existing bu dget, working with the staff li aison, the City C ommission may send more than three members to the conference upon a vote of the City C ommission, without requiring additional City Council approval.

City of
Santa Clara
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City of Santa Clara
Council Policy Manual
GUI

DELINES FOR COMMISSIONERS

FOR ATTENDANCE AT CONFERENCES AND TRAINING EVENTS
Approved and Amended July 11, 2023 Council Policy 006

7. Attendance at an international conference or training held outside of the United States requires special approval by the City Council.

Out-of-country travel is not recommended.

8. One-day meetings that do not require an overnight stay are allowed as long as the total budget is not exceeded.

9. Overnight lodging for travel ma y be approved by the City Manager depending on whether an extensive commute is required to attend the conference/event.

10.A special situation exists for the Historical & Landmarks Commission which has a formally des ignated advisor as required for
the City’s Certified Lo cal Government status. The Co mmission may
choose to send the advisor instead of a member of the
commission.

11. Per AB 1234 requirements, Co mmissioners should report verbally on
conference and training attendance at the subsequent meeting of the
Co mmission. A brief written report from the Co mmissioner may
be substituted for the verbal report. (See the “Resource Mat
erial” section of “Board and Commission Handbook and
Survival Guide” for more information.)
City of
Santa Clara
The Center of What's Possible
Resolution / Adoption of Amended Council Policy 006
Rev: 6/9/2020

RESOLUTION NO. 23-9245

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA,
AMENDING COUNCIL POLICY 006 ENTITLED “GUIDELINES FOR

COMMISSIONERS FOR ATTENDANCE AT CONFERENCE AND
TRAINING EVENTS”

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

WHEREAS, the City of Santa Clara Council Policy Manual includes policies and procedures by which the City Council, Boards, Commissions, Standing and Ad Hoc Committees, shall conduct City business and activities;
WHEREAS, the City Council of the City of Santa Clara takes its stewardship of the City’s finances and oversight to ensure public resources should only be used where there is a substantial benefit to the City of Santa Clara; and WHEREAS, the Council Policy 006 on Guidelines for Commissioners for Attendance at Conferences and Training Events establishes the criteria, procedures and guidelines for official travel by Commissioners to ensure that public funds are expended for travel only when it serves a purpose for the City of Santa Clara.
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NOW THEREFORE, BE IT FURTHER RESOLVED BY THE CITY OF SANTA CLARA AS FOLLOWS:

1. That the amended Council Policy 006 ("Guidelines for Commissioners for Attendance at Conferences and Training Events"), attached hereto as Attachment 1, is hereby approved and adopted by the City Council of the City of Santa Clara.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 11TH DAY OF JULY, 2023, BY THE FOLLOWING VOTE:

AYES: COUNCILORS :

NOES: COUNCILORS:

ABSENT: COUNCILORS :

ABSTAINED : COUNCILORS:

Attachments incorporated by reference:

1. Council Policy 006
Resolution/ Adoption of Amended Council Policy 006
Rev: 6/9/2020
Becker, Chahal, Hardy, Jain, Park, and Watanabe,
and Mayor Gillmor
None
None
None
ATTEST : ,,~

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

City of Santa Clara
Council Policy Manual
Proposed Amendments in Yellow

GUIDELINES FOR CITY COMMISSIONS, BOARDS AND COMMITTEES

FOR ATTENDANCE AT CONFERENCES AND TRAINING EVENTS

Revised 7/11/23 Council Policy 006 Page 1 of 5

POLICY The purpose of this policy is to establish guidelines for official travel of City Boardmember, Commissioners and Committee members who travel to conferences and training events.

Aligned with the City of Santa Clara Code of Ethics and Values, the City is committed to fiscal responsibility and the prudent use of public resources to protect long-term financial stability. To promote open and transparent government, the City Council establishes guidelines for official travel by members of City Boards and Commissions. In general, the policy discourages international and out of state travel for conferences and training events.

This policy defines the types of expenses that are authorized during official travel and outlines the procedures for reimbursement.

Reimbursements will not exceed the limits set forth in these guidelines.

All travel expenses are subject to review and verification by the City Auditor to ensure compliance with this policy and eligibility for reimbursement.

CRITERIA FOR

OFFICIAL
TRAVEL

1. Official travel must be related to the Commissioner or Boardmember’s roles or duties and approved by the City
Commission/Board.

2. Attendance at conferences and training events should be rotated as much as feasible among members of each City
Commission/Board.

3. All travel requests must be pre-approved by the Board or Commission prior to travel arrangements. Exceptions will be made for urgent or late travel requests, which occur before the Board or Commission convenes, these requests may be
approved by the City Manager.

4. If the Board or Commission believes that an out-of-state conference is highly important, and if sufficient funding is available within the existing budget, then approval by the City City of
Santa Clara
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City of Santa Clara
Council Policy Manual
Proposed Changes in Yellow

GUIDELINES FOR CITY COMMISSIONS, BOARDS AND COMMITTEES

FOR ATTENDANCE AT CONFERENCES AND TRAINING EVENTS
Revised 7/11/23 Council Policy 006 Page 2 of 5

Manager is required.

5. No more than two members of a City Commission may attend any specific out-of-state conference or training event.

6. No more than three members of a City Commission / Board may attend any specific conference and training event held within the state. If more than three members of a City Commission/Board request to attend a conference within the State of California, if sufficient funding is available within the existing budget, the City Commission may send more than three members to the
conference upon a vote of the Commission/Board, without requiring additional City Council approval.

7. Single-day meetings and events that do not require and overnight stay are allowed as long as the total budget is not exceeded.

8. Attendance at an international conference or training held outside of the United States requires special approval by the City Council. Out-of-country travel is not recommended.

9. Overnight lodging is not allowed for local travel, local travel is defined as 50 miles for less from Santa Clara City Hall.

10. O vernight lodging for local travel may be approved by the City Manager depending on whether an extensive commute is
required to attend the conference/event.

11. A special situation exists for the Historical & Landmarks Commission which may have a formally designated advisor as required for the City’s Certified Local Government status. The Commission may choose to send the advisor instead of a
member of the commission.

12. Per AB 1234 requirements, Commissioners/
Boardmembers
should report verbally on conference and training attendance at the subsequent meeting of the Commission. A brief written report may be substituted for the verbal report. (See the “Resource Material” section of “Board and Commission
Handbook and Survival Guide” for more information.)
City of
Santa Clara
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City of Santa Clara
Council Policy Manual
Proposed Changes in Yellow

GUIDELINES FOR CITY COMMISSIONS, BOARDS AND COMMITTEES

FOR ATTENDANCE AT CONFERENCES AND TRAINING EVENTS
Revised 7/11/23 Council Policy 006 Page 3 of 5

PROCEDURE Travel arrangements should be made as far in advance as possible to obtain the best possible fares, early bird and discounted rates, and to avoid late registration fees.
1) All itemized receipts and documentation must be submitted within thirty (30) business days of travel to staff for processing with the City Auditor’s Office.
2) Expense and mileage reports must document that the expense meets the requirements of this policy. Inability to provide such documentation in a timely fashion may result in the expense being borne by the official.
3) Non-reimbursable expenses: Expenses that are personal, political, or entertainment related are not eligible for reimbursement. Alcohol expenses for family members or
guests, and costs associated with extending a trip for personal reasons are also non-reimbursable.

An extension of the trip outside of the official travel pre-authorization period to include additional days or weekends for personal reasons, does not entitle the traveler to be reimbursed for any expenses on extra days including lodging, meals or additional airfare expenses.

REIMBURSABLE

EXPENSES
Lodging
Lodging is covered for approved overnight travel, including the night before and the night after an event. Receipts are required, and reimbursement is limited to actual costs.

If no specific lodging site is designated for official City business, the City will reimburse the actual cost of lodging at an alternative location.

Meals
Where a conference or other event includes a meal or meals as part of the costs of the activity , no separate meals will be reimbursed unless due to dietary restrictions . The City will pay for the meals for Commissioners/Boardmembers during authorized overnight travel only as detailed below.

Meal expenses are reimbursed, including tax and tips and incidentals, up to the General Services Administration (GSA) per diem rate for the City of
Santa Clara
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City of Santa Clara
Council Policy Manual
Proposed Changes in Yellow

GUIDELINES FOR CITY COMMISSIONS, BOARDS AND COMMITTEES

FOR ATTENDANCE AT CONFERENCES AND TRAINING EVENTS
Revised 7/11/23 Council Policy 006 Page 4 of 5

destination (available at http://www.gsa.gov/perdiem) for all official days of travel, including the first and last day of travel . Itemized receipts showing the expense amount are required to receive reimbursement.

Reimbursements are capped at the GSA amounts available online.

The Meals & Incidental Expenses will be used to generate the per diem rate for meals. Any meals provided as part of the conference, event, or hotel, must be deducted from the reimbursement as listed on http://www.gsa.gov/mie .

Alcohol, guest meals, and hotel incidentals (e.g. in-room services) are not eligible for reimbursement.

Transportation

Use of Private Vehicles: Members shall be compensated for the use of their private vehicles for approved business travel at the current GSA standard mileage rate, provided that it is the most logical and least expensive method of transportation.

Bridge Tolls/Parking: Bridge tolls and parking fees incurred while traveling on City business are reimbursable with receipts.

Councilmembers shall obtain itemized receipts and submit them with their Travel Expense Reports.

Train /Other Mass Transit: Members shall be compensated for train or other mass transit fares and fees provided that it is the most logical and least expensive method of travel.

Ground Transportation: Supplementary transportation within the destination city shall be accomplished by hotel courtesy buses, local shuttle services or public transportation, if available and logical. Taxi or rideshare may also be used.

Airfare: Airfare must be booked at the lowest reasonable fare that provides the most direct route. Air travel options shall not be limited to a specific airline. Refundable tickets are permitted if there is a risk of cancellation. One checked bag is reimbursable. Any unused credits from official travel must either be applied to future City travel or reimbursed to the City.

City of
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City of Santa Clara
Council Policy Manual
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GUIDELINES FOR CITY COMMISSIONS, BOARDS AND COMMITTEES

FOR ATTENDANCE AT CONFERENCES AND TRAINING EVENTS
Revised 7/11/23 Council Policy 006 Page 5 of 5

Cancellation
If travel arrangements must be canceled, members are expected to notify staff as soon as practicable to allow sufficient time to avoid or minimize additional costs to the City. Failure to not provide notification when unable to attend an event may result in the
Boardmember/Commissioner from being disqualified for travel for at least six months.

Rewards and Promotional Benefits

Boardmembers/Commissioners may earn frequent flyer miles or other travel rewards (such as airline, hotel, or vendor loyalty points) while on official City travel. However, if personal frequent flyer miles or other reward points are used to purchase tickets or services for City business, the value of those tickets or services is not reimbursable.

Promotional benefits or materials received during official travel, if obtained under the same conditions as those offered to the general public and at no expense to the City, may be retained for personal use.

City of
Santa Clara
The Center of What 's Possible
Resolution Council Policy 043 Page 1 of 2
Rev: 6.20.25
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
AMENDING COUNCIL POLICY 0 06 GUIDELINES FOR CITY

COMMISSIONS, BOARDS AND COMMITTEES

WHEREAS, a draft of Council Policy 006, “Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events ” (“Draft Policy”) was presented to the Governance and Ethics Committee (“Governance and Ethics Committee”) for their consideration on September 8, 2025 for review and revision as part of Council policies and procedures to further clarify guidelines for official travel by City Commissoners, Boardmembers and Committee members, and to further define reimbursable expenses for official travel, and ensure compliance with fiscal responsibility standards ; and WHEREAS, the Governance and Ethics Committee approved the Draft Policy in substantial form, with revisions, and directed staff to present the Draft Policy to the City Council for its consideration and adoption; and,
WHEREAS, City staff updated the Draft Policy and presented it to the City Council for their consideration at their December 16, 2025 City Council meeting; and WHEREAS, Council considered the Draft Policy, heard public comment, and provided direction to staff regarding any requested modifications ; and WHEREAS, such modifications include updated guidelines and procedures for the Official Travel by City Councilmembers for the City of Santa Clara.

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

1. Council Policy 006, entitled “Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events ”, attached here as Attachment 1, is hereby approved and adopted commencing December 16, 2025 until further amended. The Policy shall continue in effect until otherwise affirmed, modified or terminated by vote of the City Council .

2. Staff is directed to take such other actions as are necessary to implement, post and Resolution Council Policy 043 Page 2 of 2
Rev: 6.20.25
distribute the Policy, including preparation and presentation to the City Council of any necessary modifications to reflect the new policy.

3. Effective date. This resolution shall become effective immediately , with the Council Policy 006 to go into full effect upon December 16, 2025.

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 16th DAY OF DECEMBER 2025, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST: ______________________________

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments to be incorporated by reference:

1. Council Policy 006, entitled, “Guidelines for City Commissions, Boards and Committees for Attendance at Conferences and Training Events”
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-1716 Agenda Date: 1/13/2026

REPORT TO COUNCIL

SUBJECT
Action on Resolution for an Exception to the 180 Day Waiting Period to Appoint David Staub, a Retired Annuitant to Serve as Temporary Extra Help (Government Code Sections 7522.56 and 21224) in the Department of Public Works to Perform Work as a Deputy Director

BACKGROUND
Generally, the Public Employment Retirement Law (PERL) requires that retired annuitants serve a 180-day wait period before working in a retired annuitant position. However, the PERL also provides for exceptions to this waiting period if certain criteria are met and the governing body of the public agency adopts a non-consent calendar resolution at a public meeting approving the appointment as a critically needed position before the 180 days has passed. The adoption of the resolution allows the employer to hire a retired annuitant to perform work of a limited duration requiring specialized skills (Government Code Sections 7522.56 and 21224).

DISCUSSION
It is recommended that Dave Staub, formerly a Deputy Director with the Department of Public Works, be rehired as retired annuitant on January 20, 2026. The Department is beginning a Deputy Director recruitment and, while the recruitment is ongoing, the City is requesting to hire Mr. Staub to perform special projects in the Department of Public Works which primarily impact and support key department operations and functions, including Super Bowl and FIFA coordination.

As noted previously, Mr. Staub was most recently a Deputy Director (Job Code 176) in the Department of Public Works and retired on December 31, 2025. He was hired as by the City on November 29, 1999 as a Solid Waste Superintendent (Job Code 152), promoted to Superintendent of Streets and Storm Maintenance (Job Code 159) on December 14, 2008, was promoted to the position of Deputy Director (Job Code 176) on September 1, 2013.

It should be noted that retired annuitants do not receive benefits from the City and are limited to nine hundred and sixty (960) hours of work per year.

Mr. Staub’s experience will produce efficiencies which will benefit the City and the Department, especially as it relates to the Super Bowl and FIFA, for which his activities will be fully reimbursed to the City in accordance with the city’s agreements for hosting the events at Levi’s Stadium. In addition to assisting the Department with Super Bowl and FIFA coordination, the Department anticipates assigning the various special projects to Mr. Staub including, but not limited to, the following: solid waste rate analysis and updates, landfill monitoring and regulatory agency coordination, capital and operating budget preparation/management for the Streets Division, wetland mitigation proposal coordination for the Related project, Cleanup Campaign coordination and resource procurement, department emergency operations support, coordinating with HR on implementing new safety City of Santa Clara Printed on 1/9/2026Page 1 of 3
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26-1716 Agenda Date: 1/13/2026
programs, and other tasks as needed. Additionally, he will assist with cross training the new Deputy Director once hired.

The City seeks to appoint Mr. Staub to a limited term and for a period which spans the 180 day wait period. In his appointment, Mr. Staub will be assigned duties comparable to the Deputy Director classification, including those described above. This appointment will mean the City will have the necessary expertise concerning operations primarily related to Super Bowl and FIFA and preserve institutional knowledge until the time the City is able to successfully recruit and onboard a new Deputy Director in 2026. This employment arrangement would fall under the type 1 appointment (Government Code Section 21224).

The recommended actions would certify Mr. Staub’s appointment meets the requirements as defined in Government Code Sections 7522.56 and 21224, specifically:

1. Appointment is necessary to perform critically needed duties prior to the expiration of the 180- day wait period;

2. He has not received a Golden Handshake or any other form of retirement-related incentive;

3. Adoption of resolution was not placed on the consent calendar;

4. Employment will be limited to 960 hours/fiscal year, and not exceed 2 extensions of this period and ending no later than January 20, 2028; and

5. Compensation will be within the posted salary range in the publicly available salary schedule.

It should be noted that this is the second request in fiscal year 2025-26 that has been brought before City Council for approval. The last request was approved by City Council on October 21, 2025, for the rehire of a retired annuitant to perform work comparable to a Management Analyst in the Community Development Department.

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

FISCAL IMPACT
The Public Employees’ Pension Reform Act (PEPRA) sets forth limitations for compensating retired annuitants. All retirees must be paid hourly, at no less than the minimum, nor more than the maximum, paid to employees doing similar work. Based on the CalPERS formula for setting retired annuitant pay rates, the individual will be paid at the hourly rate for as-needed consultant position as follows:

Retired Annuitant Hourly Rate of Pay Fiscal Year Maximum Amount* Dave Staub $117.32 $112,627.20
*Limited to 960 hours
As noted above, retired annuitants also do not receive any benefits. Sufficient appropriations are available in the Department of Public Works to fund this position.

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

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

ALTERNATIVES

1. Adopt the attached Resolution to permit a Retired Annuitant to provide valuable service to the City post-retirement but within the first 180 days of their retirement; or

2. Direct Staff to return with other options

RECOMMENDATION
Adopt a Resolution for an exception to the 180 day waiting period to appoint Dave Staub, a retired annuitant, to serve as Temporary Extra Help (Government Code Sections 7522.56 and 21224) in the Department of Public Works to perform work as a Deputy Director.

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

ATTACHMENTS

1. Resolution for an Exception to the 180 Day Waiting Period To Appoint, Dave Staub, a Retired Annuitant

2. Staub, Dave - Offer Letter
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Resolution
Rev: 7/27/2023

RESOLUTION NO. 26- _

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA
FOR EXCEPTION TO THE 180 -DAY WAITING PERIOD TO HIRE A

RETIRED ANNUITANT AS A TEMPORARY EXTRA HELP
EMPLOYEE (GOVERNMENT CODE SECTIONS 7522.56 AND
21224) AS A DEPUTY DIRECTOR IN THE DEPARTMENT OF

PUBLIC WORKS

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

WHEREAS, in compliance with Government Code section 7522.56 the City of Santa Clara must provide CalPERS this certification resolution when hiring a retiree before 180 days has passed since his or her retirement date;
WHEREAS, David Staub (CalPERS ID 4588247070) retired from the City of Santa Clara in the position of Deputy Director in the Department of Public Works, effective December 31, 2025; WHEREAS, section 7522.56 requires that post-retirement employment commence no earlier than 180 days after the retirement date, which is June 30, 202 6, without this certification resolution;
WHEREAS, section 7522.56 provides that this exception to the 180 day wait period shall not apply if the retiree accepts any retirement-related incentive; WHEREAS, the City of Santa Clara and David Staub certify that David Staub has not and will not receive a Golden Handshake or any other retirement-related incentive; WHEREAS, the City of Santa Clara hereby appoints David Staub as an extra help retired annuitant to perform the critically needed duties of Temporary Employee for the City of Santa Clara under Government Code section 21224, effective January 20, 2026; WHEREAS, the entire employment agreement, contract or appointment document between the City of Santa Clara and David Staub has been reviewed by this body and is attached herein; WHEREAS, no matters, issues, terms or conditions related to this employment and appointment have been or will be placed on a consent calendar;
-
Resolution
Rev: 7/27/2023

WHEREAS, the employment shall be limited to 960 hours per fiscal year;

WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties; WHEREAS, effective December 21, 2025, the maximum hourly salary rate for the Temporary Employee position is $214.06, and the minimum hourly equivalent is $18.70; WHEREAS, the hourly rate paid to David Staub will be $117.32; and

WHEREAS, David Staub has not and will not receive any other benefit, incentive, compensation in lieu of benefit or other form of compensation in addition to this hourly pay rate.

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

1. The City of Santa Clara hereby certifies the appointment of David Staub and that this appointment is necessary to fill the critically needed position of Temporary Employee for the City of Santa Clara. The retired annuitant was a Deputy Director for the Department of Public Works and will be rehired performing the comparable duties of the Deputy Director classification. The hourly rate to be paid to David Staub is consistent with the salary for the classification of Deputy Director, as set forth in the published Unclassified Salary Plan.

2. The Department of Public Works is responsible for specific tasks that include but are not limited to construction, maintenance and improvement of various components of the City’s infrastructure. The department is responsible for a wide variety of programs throughout the City which includes: design, construction management, stormwater pollution prevention, inspection and maintenance of City streets, sidewalks, storm drain systems, traffic signs and markings, street trees, landscaping and the closed landfill.

3. Mr. Staub is responsible for specific tasks that include but are not limited to project management responsibilities related to Public Works duties for Super Bowl and FIFA, solid waste rate analysis and updates, landfill monitoring and regulatory agency coordination, capital and operating budget preparation/management for the Streets Division, wetland Resolution
Rev: 7/27/2023

mitigation proposal coordination for the Related project, Cleanup Campaign coordination and resource procurement, department emergency operations support, coordinating with HR on implementing new safety programs, training the next Deputy Director, and other tasks as needed.

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

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE DAY OF __, 2026, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Attachments incorporated by reference:

1. Staub, David – Offer Letter

1500 Warburton Avenue ● Santa Clara, CA 95050 ● Phone: 408-615-2080 ● Fax: 408-985-0667 ● www.SantaClaraCA.gov 1

Human Resources

January 14, 2026

David Staub
Xxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxx

Dear David,

Congratulations! This is to confirm our offer of employment for the As-Needed Temporary Employee (Retired Annuitant) (Job Code 349) position in the Department of Public Works with the City of Santa Clara.

This letter serves as our offer of employment. Please review it carefully, sign on the designated signature line, and return the signed letter and attachments referenced below to Ashley Lancaster at [email protected].

Below are a few key provisions for your offer of employment:

 Effective Date: Tuesday, January 20, 2026

 Salary: Your hourly pay rate is $117.32 per hour.

 Employment Status: As-Needed employment as a retired annuitant is not to be considered permanent. As such, this position is not subject to general wage increases or regular salary adjustments. This is an “at-will” position and hours in any given week is not guaranteed.

Under CalPERS regulations and the City of Santa Clara practices, retired annuitants are not permitted to work more than 960 hours per fiscal year (July 1 through June 30). If you reach 960 hours during the fiscal year, your assignment will end. Your offer of employment will end no later than January 20, 2028.

If you are OR will be employed by another CalPERS agency during the course of your employment with the City of Santa Clara, you must immediately notify the Human Resources Department of any change in your employment status.

By signing this offer, you acknowledge that you meet the retired annuitant rehire requirements set forth by CalPERS (refer to section Employment of a Retiree). If you have questions regarding rehire eligibility, please contact CalPERS before signing the offer letter.

 Pre-Hire Packet:

You must complete and sign the documents listed below and return them to your recruiter at [email protected] at the same time you return this letter, accepting the City’s formal offer of employment:

City of
Santa Clara
The Center o f What's Possible
Re: City of Santa Clara Offer of Employment – David Staub

2  I-9 Form (Page 1 only)  Designation of Beneficiary Form  DMV Authorization for Release of
Driver Record Information
 EDD Employee’s Withholding Allowance
Certificate (State Tax Form)
 New Employee Identification Form  Form W-4 (Federal Tax Form)  Emergency Contact Form  Direct Deposit Authorization Agreement

 Form I-9 Employment Eligibility Verification: All new employees are required to show documentation which proves their identity and their eligibility to work in the United States.

A list of acceptable documentation can be found at http://uscis.gov/i-9-central/acceptable- documents. Please bring I-9 employment verification identification with you on your first day of employment; original documents are required. You will not be eligible to work until you have completed your I-9 verification.

 New Employee Orientation (NEO): You are required to attend the NEO with the Human Resources Department to continue your employment. You have been scheduled to attend on:
o Date: Tuesday, January 20, 2026 at 3:30 PM
o City of Santa Clara – City Hall: Human Resources Department o Free parking is available at the Triton Museum of Art parking lot (across the street from City Hall)
o Please bring your I-9 employment verification identification with you

If you have questions, please contact the Human Resources Department at (408) 615-2080.

Sincerely,

Ashley Lancaster
Human Resources Department, Acting Assistant Director

As a CalPERS retired annuitant, I understand it is my responsibility to confirm my CalPERS retirement formula and eligibility for rehire with CalPERS. I understand violation of CalPERS rules may jeopardize my retirement with CalPERS. I have reviewed the CalPERS guidelines for retired annuitants: https://www.calpers.ca.gov/retirees/working-after-retirement/retired- annuitant. Initial ___________

I accept the terms and conditions of my employment with the City of Santa Clara.

______________________________________ Date: ______________________ David Staub

cc: Craig Mobeck, Director of Public Works
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-1719 Agenda Date: 1/13/2026

REPORT TO COUNCIL

SUBJECT
Public Hearing: Action to Approve the Issuance of the First Series of Measure I General Obligation Bonds in a Maximum Principal Amount Not to Exceed $100,000,000

BACKGROUND
On November 5, 2024, voters in the City of Santa Clara approved Measure I, the Public Facilities and Infrastructure Bond Measure (RTC 24-672). Measure I authorizes the City to issue up to $400 million in general obligation bonds (the “GO Bonds”) to help address over $600 million in unfunded infrastructure needs, including aging fire stations, storm drain systems, and aquatic facilities. As part of the process for putting Measure I on the ballot, the City Council approved a bond expenditure plan (the “Expenditure Plan”) describing the categories of public improvements authorized to be financed by the GO Bonds.

City staff has identified priority projects within the Expenditure Plan to be funded by the first series of bonds under Measure I, which are anticipated to be issued in February 2026 (the “2026 Bonds”).

These projects are set forth in the project list (the “Project List”) approved by the City Council on September 16, 2025 (RTC 25-992).

As required by Measure I, the City has established a Bond Compliance Oversight Committee (the “Committee”) to ensure transparency and accountability in the implementation of Measure I projects.

One responsibility of the Committee is to ensure that project implementation aligns with all bond measure requirements, including the Expenditure Plan. The Project List was presented, reviewed and approved unanimously by the Committee on August 27, 2025, prior to City Council approval.

The Committee will review expenditures related to the 2026 Bond proceeds to ensure compliance with Measure I and the Expenditure Plan.

On June 24, 2025, the City authorized an ad valorem tax levy for FY 2025/26 for the repayment of debt service on the 2026 Bonds (RTC 25-722). The tax rate for FY2025/26 was set at $28.70 per $100,000 of assessed value to generate approximately $16.8 million that would be used to support the estimated first debt service payment due in FY 2026/27. Due to the timing of property tax payments, the levy is needed in FY 2025/26 to generate the funds for the debt service payment in FY 2026/27.

DISCUSSION
Staff developed a financing plan with the assistance of PFM Financial Advisors (municipal advisor) and Jones Hall (bond and disclosure counsel) to fund the City’s needed infrastructure improvements.

Project List
Below is a summary of the projects on the approved Project List to be financed with the 2026 Bonds.

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The phase 1 projects total $96,634,500 and the cost of issuance is budgeted at $2,000,000 for a total of $98,634,500. The $2.0 million budget for the cost of issuance covers the bond issuances for the entire bond program. Only a portion of those funds would be used for the 2026 issuance.

Phase #1 Projects ($96,634,500)

1. Streets and Transportation - $27,370,000
Street Resurfacing and Rehabilitation - $16,000,000
ADA Improvements - $5,000,000
Creek Trail Rehabilitation - $2,500,000
Bicycle Wayfinding - $300,000
Contingency/Escalation/Administration - $3,570,000

2. Fire Stations and Emergency Response - $12,285,450
Fire Station 5 Replacement - $4,000,000
Fire Training Tower Renovation - $783,000
Fire Station Security Upgrade - $1,900,000
Fire Station 7 Replacement - $4,000,000
Contingency/Escalation/Administration - $1,602,450

3. Police Facilities - $805,000
Real Time Intelligence Center (RTIC) Feasibility - $150,000 Police Training Facility Feasibility & Assessment - $250,000 Police Department Drone First Responder Infrastructure - $50,000 Emergency Operations Center Infrastructure - $250,000
Contingency/Escalation/Administration - $105,000

4. Parks, Library, Senior Center, and Aquatics Facilities - $38,438,750 Community ISC Aquatic Facility Renovation/Replacement (Phase 1) - $22,200,000 Community ISC Aquatic Facility Renovation/Replacement (Phase 2) - $2,000,000 Warburton Park Playground Renovations - $3,000,000
Henry Schmidt Playground Renovations - $4,325,000
Central Library Restrooms Remodeling & Access Control Redesign - $250,000 Central Library Lighting Control System Replacement - $250,000 Central Library Entry Auto Door System Replacement - $200,000 Central, Mission, and Northside Libraries Renovation Designs - $1,200,000 Contingency/Escalation/Administration - $5,013,750

5. Storm Drain System Improvements - $16,585,300
Storm Drain System Improvements - $5,000,000
Green Storm Drain Infrastructure Design & Construction - $6,645,000 Bowers Ave Underpass SDPS Rehabilitation - $2,030,000
SDPS Motor and Control Replacement - $347,000
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Storm Drain Pump Station Outfall Reconstruction Program - $250,000 Storm Drain Renovations - $150,000
Contingency/Escalation/Administration - $2,163,300

6. Historic Buildings and Beautification - $1,150,000
Triton Museum Renovation - $1,000,000
Contingency/Escalation/Administration - $150,000
Public Works: Project Delivery, Readiness, and Phasing
The Public Works Department staff has been working with internal stakeholders to develop project:
feasibility, designs, and the sequencing in preparation for construction.

Bond Structure
Due to the anticipated high credit quality of the 2026 Bonds, staff proposes offering the 2026 Bonds via a competitive sale process, by which bond underwriters competitively bid on the bonds on the pricing date in order for the City to achieve the lowest overall interest rate (also known as true interest cost, TIC). Current market rates are anticipated to be approximately 4.17%, and the estimated original principal amount of the 2026 Bonds is $97,370,000. This would fund projects at $96,634,500 as well as issuance-related costs of $735,500.

The 2026 Bonds will be structured in two series of tax-exempt bonds, the Series A Bonds and the Series B Bonds. The Series A Bonds will be issued as tax-exempt bonds for federal and state of California tax purposes. The Series A bonds will mature in 2055 - the final year a debt service payment will be made. The Series B Bonds will be issued as qualified 501(c)(3) tax-exempt bonds for federal and state of California tax purposes and the proceeds of this series will be allocated to the renovation of two projects, the International Swim Center and the Triton Museum, that have substantial private use by qualified 501(c)(3) organizations. The qualified 501(c)(3) organizations must maintain their tax-exempt status throughout the entire term that the bonds are outstanding.

Given this requirement, a much earlier maturity date in 2027 is planned for the Series B bonds.

With the short maturity period for the Series B bonds, the 2026 Bonds are structured with net debt service of approximately $16 million - $17 million in FY 2026/27 and FY 2027/28. The debt service would then decrease to $2.5 million in FY 2028/29 and level off at approximately $4.3 million annually through FY 2055/56. The amortization structure of the 2026 Bonds accommodates the debt service of a second bond issuance in FY 2027/2028, with those debt service payments starting in FY 2028/29.

Bond Resolution and Documentation
The attached Resolution authorizes the issuance of the 2026 Bonds and related legal, offering and sale documents, which are summarized below:

Resolution: The Resolution authorizes the issuance of the 2026 Bonds in two series and sets forth the maximum principal amount and maximum true interest cost for each series. These parameters are established as conservatively high to account for market fluctuations between City of Santa Clara Printed on 1/9/2026Page 3 of 6
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Council approval and bond pricing. The Resolution approves as to form the documents described below, and delegates to specified City officers the authority to make necessary updates, finalize and execute each document, subject to the bond parameters established by the Resolution. The Resolution also includes an exhibit setting forth certain good faith estimates regarding the 2026 Bonds required to be disclosed in a meeting open to the public pursuant to the California Government Code, such as true interest cost of each series, finance charges of each series, amount of proceeds received by the City, and total payment amount.

Paying Agent Agreement: The Paying Agent Agreement is between the City and U.S. Bank Trust Company, a trustee bank that will act as paying agent for the 2026 Bonds. This agreement sets forth the terms of the 2026 Bonds, their security and payment mechanics, redemption terms, and the duties of the paying agent, which include holding certain funds and making semi-annual debt service payments to 2026 Bond owners.

Preliminary Official Statement: The Preliminary Official Statement (“POS”) is the document that will be circulated to potential bond underwriters and potential investors of the 2026 Bonds. The POS describes the terms of the 2026 Bonds and the security for the 2026 Bonds (Ad Valorem taxes levied and collected in the City in a sufficient amount to pay debt service coming due in each fiscal year), describes the City’s tax base, and presents financial information regarding the City to provide potential investors with information regarding the City’s overall financial health.

Note on Securities Law Responsibilities. The attached POS has been reviewed and approved for transmittal to the City Council by the City’s financing team. The distribution of the POS by the City is subject to the federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws require the POS to include all facts that would be material to an investor in the 2026 Bonds. Information is “material information” if there is a substantial likelihood it would have actual significance in the deliberations of a reasonable investor when deciding whether to buy or sell securities. The Resolution approves the POS, and delegates to staff (a) the ability to make additional changes if needed, and (b) to sign a certificate on behalf of the City that deems the POS final for purposes of the federal securities laws.

The Securities and Exchange Commission (SEC), the federal agency with regulatory authority over compliance with the federal securities laws, has indicated that, if a member of a legislative body like the City Council has knowledge of any facts or circumstances that an investor would want to know about prior to investing in securities like the 2026 Bonds, whether relating to the City and its financial status, the City’s property tax base, undisclosed conflicts of interest with interested parties, or otherwise, he or she should endeavor to discover whether such facts are adequately disclosed in the POS. The steps that a member of the City Council could take to fulfill this obligation include becoming familiar with the POS and questioning staff and other members of the financing team about the disclosure of such facts.

Continuing Disclosure Certificates. Under the Resolution, the City covenants to comply with the terms of the Continuing Disclosure Certificate for each series of the 2026 Bonds, which are attached as an appendix to the POS. This certificate imposes annual and significant events filing requirements on the City during the life of the 2026 Bonds in order to keep the bond market informed.

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in accordance with each Official Notice of Sale, which sets forth all of the terms of the sale of the 2026 Bonds to potential bond underwriters. The Resolution also authorizes the City to sell the 2026 Bonds on a negotiated basis if market conditions or other factors result in a recommendation by the municipal advisor that it would be in the best interest of the City. Under the Resolution, the 2026 Bonds may be sold only if all conditions in the Resolution and bond parameters are met, as confirmed by bond counsel and the municipal advisor.

These documents have been presented for approval as to form and will contain certain blanks related to the terms that will be completed following the pricing of the 2026 Bonds (such as principal amount, interest rates, amortization, and redemption terms) because those amounts will be a function of market conditions on the day the 2026 Bonds are priced.

Bond Issuance Timeline
The anticipated timeline of remaining milestones is as follows:
· January 13, 2026 - City Council Consideration/Approval of Bond documents · February 10, 2026 - Competitive sale and final pricing of 2026 Bonds · February 24, 2026 - Closing and issuance of 2026 Bonds, and availability of funds for project reimbursement and implementation

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

FISCAL IMPACT
Approval to proceed with the issuance of the 2026 Bonds will facilitate the projects on the approved Project List as the first tranche projects authorized under Measure I. The 2026 Bonds are not a debt or liability of the City or the City’s General Fund but rather are payable solely from ad valorem property taxes to be levied within the City.

Bond proceeds, cost of issuance, ad valorem property tax levies, and project costs are included in FY 2025/26 budget. The first-year debt service payment amount is estimated to be approximately $16 million, which will be included in the FY 2026/27 budget during its development cycle.

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

PUBLIC CONTACT
On December 31 2025, notice of the public hearing was published in the Santa Clara Weekly as required by Section 147(f) of the Internal Revenue Code of 1986. Public contact was made by posting the meeting 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.

A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615 -2220, email [email protected] or at the public information desk at any City of Santa Clara public library.

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RECOMMENDATION
Approval by City Council of the Resolution which:

1. Authorizes the Issuance of the 2026 Bonds as the first tranche of bonds authorized under Measure I in a principal amount not to exceed $100,000,000;

2. Approves as to form the Paying Agent Agreement, in substantially the form attached to this Report to Council, and authorizes certain City officers or designees to execute the Paying Agent Agreement;

3. Approves the Preliminary Official Statement, in substantially the form attached to this Report to Council; and authorizing (i) certain City officers or designees to execute a certificate to deem the Preliminary Official Statement substantially final, and (ii) certain City officers or designees to execute a Final Official Statement;

4. Approves as to form the Continuing Disclosure Certificates, in substantially the forms included in the POS attached this Report to Council, and authorizes certain City officers or designees to execute the Continuing Disclosure Certificates;

5. Approves the competitive sale of the 2026 Bonds and approves as to form the Official Notices of Sale, in substantially the form attached to this Report to Council, and alternatively approves the negotiated sale of the 2026 Bonds if so, recommended by the municipal advisor, in each case subject to all conditions and bond parameters set forth in the Resolution being met; and

6. Authorizes certain other actions set forth in the Resolution in furtherance of the issuance of the 2026 Bonds, with the understanding that all required agreements and disclosure documents shall be subject to final approval as to form by the City Attorney.

Reviewed by: Marc Frietas, Deputy City Manager
Approved by: Jovan Grogan, City Manager
Attachments

1. Resolution

2. Paying Agent Agreement

3. Preliminary Official Statement and attached Continuing Disclosure Certificates

4. Official Notices of Sale Series A

5. Official Notices of Sale Series B
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Resolution/Authorizing Issuance of Bonds Page

RESOLUTION NO. ____

A RESOLUTION OF THE CITY OF SANTA CLARA,

CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF

ITS GENERAL OBLIGATION BONDS, AUTHORIZING AND

DIRECTING THE EXECUTION OF A PAYING AGENT

AGREEMENT, OFFICIAL STATEMENT AND CERTAIN OTHER

RELATED DOCUMENTS, AND AUTHORIZING ACTIONS

RELATED THERETO

WHEREAS, the City of Santa Clara (the “City”) is a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California; and WHEREAS, an election was duly and regularly held in the City of Santa Clara (the “City”) on November 5, 2024, for the purpose of submitting Measure I (the “Bond Measure”) to the qualified electors of the City; and
WHEREAS, the abbreviated form of the Bond Measure was:
“To improve 911 emergency response; fix streets to reduce potholes and provide safer roads and routes for drivers, pedestrians, and cyclists; upgrade stormdrains/pipes to prevent flooding/sinkholes; and renovate/replace recreation, library and other community facilities; shall the City of Santa Clara’s measure authorizing $400,000,000 in bonds, funded by levying an estimated $19 per $100,000 of assessed value while bonds are outstanding, generating approximately $21,674,000 annually, with annual audits and citi zen oversight of spending, be adopted?”; and
WHEREAS, more than two-thirds of the electors voted in favor of the Bond Measure authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $400,000,000 for the purpose of providing funds for certain municipal improvements within the City as authorized by the Bond Measure (as more particularly defined herein, the “Project”); and WHEREAS, the City is empowered to issue general obligation bonds that are authorized by two- thirds of the qualified electors of the City pursuant to Article 4.5, commencing with Section 53506, of Resolution/Authorizing Issuance of Bonds Page

Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (collectively, the “Act”); and
WHEREAS, for the purpose of financing a portion of the Project, the City has determined at this time to issue its bonds in two series captioned “City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series A” (the “Series A Bonds”), and “City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds)” (the “Series B Bonds” and, collectively, the “Bonds”), as the first two series of bonds issued under the Bond Measure; and
WHEREAS, the City Council intends to issue the Series B Bonds as qualified 501(c)(3) bonds within the meaning of Section 147(f) of the Internal Revenue Code of 1986, as amended (the “ Internal Revenue Code”); and
WHEREAS, as required by California Government Code Section 5852.1, attached hereto as Exhibit A is the information relating to the Bonds that has been obtained by the City Council and is hereby disclosed and made public; and
WHEREAS, the City Council of the City has duly considered such transactions and desires at this time to approve said transactions and the documents related thereto.

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

1. Recitals Correct. The foregoing recitals are true and correct.

2. Findings Regarding Series B Bonds. The City Council hereby finds that it is the purpose and intent of the City Council that this resolution constitutes approval of the issuance of the Series B Bonds by the City for the purposes of Section 147(f) of the Internal Revenue Code to the extent that the Series B Bonds are issued as qualified 501(c)(3) bonds for purposes of Section 147(f).

3. Issuance of Bonds; Approval of Paying Agent Agreement . The City Council hereby authorizes the issuance of the Bonds under the Act for the purpose of providing funds to finance a portion of the Project. The Bonds shall be issued under a Paying Agent Agreement between the City and U.S.

Resolution/Authorizing Issuance of Bonds Page

Bank Trust Company, National Association, as paying agent, which is hereby approved in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager, any Deputy or Assistant City Manager, the Director of Finance, any Assistant Director of Finance, or the written designee of any of them (each, an “Authorized Officer”), and the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of such changes and additions. The City Council hereby authorizes and directs an Authorized Officer to execute, and the City Clerk to attest, said form of the Paying Agent Agreement for and in the name of the City. The City Council hereby authorizes the delivery and performance of the Paying Agent Agreement.

4. Execution of Bonds. Pursuant to California Government Code Section 43623, t he City Council hereby authorizes the Bonds to be executed on behalf of the City by the manual or facsimile signature of the City Manager and the Director of Finance, who serves as City treasurer, and attested with the manual or facsimile signature of the City Clerk or any Assistant City Clerk. Pursuant to California Government Code Section 43623, this Resolution shall be approved by a two -thirds vote of the City Council.

5. Sale of Series A Bonds . The City Council hereby authorizes the sale of the Series A Bonds by competitive public bidding pursuant to Section 53508.7 of the Act, provided that (a) the principal amount of the Series A Bonds shall not exceed $ 73,765,000, (b) the true interest cost of the Series A Bonds shall not exceed 6.00% per annum, and (c) the final maturity date of the Series A Bonds shall not extend beyond August 1, 2055.

The Series A Bonds shall be offered for sale in accordance with the provisions of the Official Notice of Sale (the “Series A Bonds Official Notice of Sale”), which is hereby approved in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer. Each Authorized Officer is hereby separately authorized and directed to accept the best responsible bid for the purchase of the Series A Bonds, determined in Resolution/Authorizing Issuance of Bonds Page

accordance with the Series A Bonds Official Notice of Sale, and, if accepted, to evidence the City’s acceptance of an offer to purchase the Series A Bonds.

Jones Hall LLP, as bond counsel to the City (“Bond Counsel”), is hereby authorized and directed to cause a notice of the City's intention to sell the Series A Bonds, in form and substance acceptable to said firm, to be pu blished once in The Bond Buyer in accordance with California Government Code Section 53692.

Notwithstanding the foregoing, the Series A Bonds may be sold on a negotiated sale basis, upon:
(i) the determination by PFM Financial Advisors LLC, the City’s mu nicipal advisor (the “Municipal Advisor”) that the municipal credit markets are not, at the time scheduled for the sale of the Series A Bonds, in the judgment of the Municipal Advisor, conducive to a successful competitive sale of the Series A Bonds; and ( ii) an Authorized Officer’s concurrence with the conclusion of the Municipal Advisor. In such event, the Series A Bonds may be sold on a negotiated basis, to the firm selected through a competitive selection process and determined to provide best value to the City, pursuant to a purchase contract (the “Series A Bonds Purchase Contract”), between the City and the underwriting firm so selected to purchase the Series A Bonds, in form and substance approved by an Authorized Officer upon consultation with Bond Counsel and the Municipal Advisor. Any Authorized Officer is hereby authorized and directed to execute the Series A Bonds Purchase Contract on behalf of the City; provided, however, that the principal amount, true interest cost and final maturity date with respect to the Series A Bonds shall not exceed the maximum amounts set forth above, and the underwriter’s discount with respect to the Series A Bonds shall not exceed 0.50% of the original aggregate principal amount of the with respect to the Series A Bo nds. The City Council hereby finds that any such negotiated sale will provide more flexibility to choose the time and date of the sale of the Series A Bonds, and will provide time for underwriters to educate potential investors about the City and the Series A Bonds with the goal of maximizing investor orders and reducing interest cost on the day of bond pricing.

In accordance with the Act, the City Council shall (a) at the next scheduled City Council meeting Resolution/Authorizing Issuance of Bonds Page

following the sale of the Series A Bonds, disclose actual cost information regarding the Series A Bonds and, if sold on a negotiated basis, the identity of the Series A Bonds underwriter, and (b) submit or cause to be submitted an itemized summary of the costs of the Series A Bonds sale to the California Debt and Investment Advisory Commission.

6. Sale of Series B Bonds . The City Council hereby authorizes the sale of the Series B Bonds by competitive public bidding pursuant to Section 53508.7 of the Act, provided that (a) the principal amount of the Series B Bonds shall not exceed $ 26,235,000, (b) the true interest cost of the Series B Bonds shall not exceed 6.00% per annum, and (c) the final maturity date of the Series B Bonds shall not extend beyond August 1, 2027.

The Series B Bonds shall be offered for sale in accordance with the provisions of the Official Notice of Sale (the “Series B Bonds Official Notice of Sale”), which is hereby approved in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer. Each Authorized Officer is hereby separately authorized and directed to accept the best responsible bid for the purchase of the Series B Bonds, determined in accordance with the Series B Bonds Official No tice of Sale, and, if accepted, to evidence the City’s acceptance of an offer to purchase the Series B Bonds.

Bond Counsel is hereby authorized and directed to cause a notice of the City's intention to sell the Series B Bonds, in form and substance accepta ble to said firm, to be published once in The Bond Buyer in accordance with California Government Code Section 53692.

Notwithstanding the foregoing, the Series B Bonds may be sold on a negotiated sale basis, upon:
(i) the determination by the Municipal Advisor that the municipal credit markets are not, at the time scheduled for the sale of the Series B Bonds, in the judgment of the Municipal Advisor, conducive to a successful competitive sale of the Series B Bonds; and (ii) an Authorized Officer’s concurrence with the conclusion of the Municipal Advisor. In such event, the Series B Bonds may be sold on a negotiated basis, to the firm selected through a competitive selection process and determined to provide best value Resolution/Authorizing Issuance of Bonds Page

to the City, pursuant to a purchase contract (the “Series B Bonds Purchase Contract”), between the City and the underwriting firm so selected to purchase the Series B Bonds, in form and substance approved by an Authorized Officer upon consultation with Bond Counsel and the Mun icipal Advisor. Any Authorized Officer is hereby authorized and directed to execute the Series B Bonds Purchase Contract on behalf of the City; provided, however, that the principal amount, true interest cost and final maturity date with respect to the Series B Bonds shall not exceed the maximum amounts set forth above, and the underwriter’s discount with respect to the Series B Bonds shall not exceed 0.50% of the original aggregate principal amount of the with respect to the Series B Bonds. The City Council hereby finds that any such negotiated sale will provide more flexibility to choose the time and date of the sale of the Series B Bonds, and will provide time for underwriters to educate potential investors about the City and the Series B Bonds with the goal of maximizing investor orders and reducing interest cost on the day of bond pricing.

In accordance with the Act, the City Council shall (a) at the next scheduled City Council meeting following the sale of the Series B Bonds, disclose actual cost information regarding the Series B Bonds and, if sold on a negotiated basis, the identity of the Series B Bonds underwriter, and (b) submit or cause to be submitted an itemized summary of the costs of the Series B Bonds sale to the California Debt and Investment Advisory Commission.

7. Approval of Preliminary and Final Official Statement. The City Council hereby approves and deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the “Rule”), the preliminary Official Statement describing the Bonds, in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer upon consultation with disclosure counsel to the City. Each Authorized Officer i s hereby individually authorized to execute an appropriate certificate affirming the City's determination that the preliminary Official Statement has been deemed final within the meaning of the Rule. Distribution of the preliminary Official Statement by the City’s municipal advisor to prospective bidders on the Series A Bonds and the Resolution/Authorizing Issuance of Bonds Page

Series B Bonds is hereby approved. Any Authorized Officer is hereby individually authorized and directed to approve any changes in or additions to a final form of the Officia l Statement, and the execution thereof by such Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the respective original pur chasers of the Series A Bonds and the Series B Bonds. An Authorized Officer shall execute the final Official Statement in the name and on behalf of the City.

8. Continuing Disclosure Certificates . The City Council hereby approves the Continuing Disclosure Certificate for the Series A Bonds and the Series B Bonds in substantially the forms attached as an appendix to the Preliminary Official Statement on file with the City Clerk, together with any changes therein or additions thereto deemed advisab le by an Authorized Officer. Each Authorized Officer is hereby separately authorized and directed to execute each Continuing Disclosure Certificate in the name and on behalf of the City.

9. Official Actions. The Authorized Officers are hereby authorized and directed to execute, sign and deliver any and all documents, approvals, certificates, statements, requests, requisitions and orders of the City in connection with the transactions contemplated by this Resolution. The Authorized Officers may designate such other officers of the City as they deem appropriate to undertake any of the actions which they are authorized or directed to undertake pursuant hereto. Any such actions previously taken by such officers are hereby ratified and confirmed.

10. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof.

11. Effective Date. This Resolution shall take effect immediately upon its adoption.

Resolution/Authorizing Issuance of Bonds Page

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

AND ADOPTED BY THE CITY OF SANTA CLARA, CALIFORNIA, AT A REGULAR MEETING THEREOF HELD ON THE 13TH DAY OF JANUARY, 2026, BY THE FOLLOWING VOTE:

AYES: COUNCILORS:

NOES: COUNCILORS:

ABSENT: COUNCILORS:

ABSTAINED: COUNCILORS:

ATTEST:

NORA PIMENTEL, MMC

ASSISTANT CITY CLERK

CITY OF SANTA CLARA

Resolution/Authorizing Issuance of Bonds Page

EXHIBIT A

California Government Code Section 5852.1 Disclosure

The following information consists of estimates that have been provided in good faith by the City’s Municipal Advisor:

Series A Bonds

(A) True interest cost of the Series A Bonds: 4.20%

(B) Finance charge of the Series A Bonds (sum of all fees/charges paid to thir d parties, but excluding potential bond insurance premiums): $535,607.81

(C) Net proceeds to be received (net of finance charges and capitalized interest, if any):
$71,289,392.19

(D) Total payment amount through maturity: $126,819,572.20

Series B Bonds

(A) True interest cost of the Series B Bonds: 2.78%

(B) Finance charge of the Series B Bonds (sum of all fees/charges paid to third parties, but excluding potential bond insurance premiums): $190,492.19

(C) Net proceeds to be received (net of finance charges and capitalized interest, if any):
$25,354,507.81

(D) Total payment amount through maturity: $26,041,734.64

The foregoing estimates constitute good faith estimates only. The principal amount of the Bonds, the true interest cost of the Bonds, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the estimated amount used for purposes of such estimates, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the City based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof.

Market interest rates are affected by economic and other factors beyond the control of the City.

AGENDA VERSION

PAYING AGENT AGREEMENT

By and Between

CITY OF SANTA CLARA

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Paying Agent

Dated as of February 1, 2026

Relating to

$_____________
City of Santa Clara
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series A

$_____________
City of Santa Clara
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series B (Qualified 501(c)(3) Bonds)

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TABLE OF CONTENTS

ARTICLE I
DEFINITIONS; AUTHORITY
Section 1.01. Definitions. ....................................................................................................................... 2 Section 1.02. Authority for this Agreement. ........................................................................................... 7

ARTICLE II

THE BONDS
Section 2.01. Authorization. ................................................................................................................... 8 Section 2.02. Terms of Bonds. ............................................................................................................... 8 Section 2.03. Redemption. ................................................................................................................... 11 Section 2.04. Form of Bonds................................................................................................................ 14 Section 2.05. Execution of Bonds. ....................................................................................................... 14 Section 2.06. Transfer of Bonds. ......................................................................................................... 14 Section 2.07. Exchange of Bonds. ....................................................................................................... 14 Section 2.08. Bond Register. ............................................................................................................... 15 Section 2.09. Temporary Bonds. ......................................................................................................... 15 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. ................................................................. 15 Section 2.11. Book-Entry; Limited Obligation of City. .......................................................................... 15 Section 2.12. Representation Letter. ................................................................................................... 16 Section 2.13. Transfers Outside Book-Entry System. ......................................................................... 17 Section 2.14. Payments and Notices to the Nominee. ........................................................................ 17

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF BOND PROCEEDS;

SECURITY FOR THE BONDS
Section 3.01. Issuance and Delivery of Bonds. ................................................................................... 18 Section 3.02. Application of Proceeds of Sale of Bonds. ..................................................................... 18 Section 3.03. Validity of Bonds. ........................................................................................................... 19 Section 3.04. Security for the Bonds. ................................................................................................... 19 Section 3.05. Levy and Collection of Taxes. ........................................................................................ 19

ARTICLE IV

FUNDS AND ACCOUNTS
Section 4.01. Project Fund. .................................................................................................................. 21 Section 4.02. Debt Service Fund ......................................................................................................... 21 Section 4.03. Bond Fund...................................................................................................................... 22 Section 4.04. Costs of Issuance Fund ................................................................................................. 22 Section 4.05. Investment of Moneys .................................................................................................... 22

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. ......................................................................................................... 24 Section 5.02. Extension of Time for Payment. ..................................................................................... 24 Section 5.03. Payment of Claims. ........................................................................................................ 24 Section 5.04. Books and Accounts. ..................................................................................................... 24 Section 5.05. Protection of Security and Rights of Bondowners. ........................................................ 24 Section 5.06. Continuing Disclosure. ................................................................................................... 24 Section 5.07. Further Assurances. ....................................................................................................... 24 Section 5.08. Tax Covenants. .............................................................................................................. 25

ARTICLE VI

THE PAYING AGENT
Section 6.01. Appointment of Paying Agent. ....................................................................................... 30 Section 6.02. Paying Agent May Hold Bonds. ..................................................................................... 30 Section 6.03. Liability of Agents. .......................................................................................................... 30 Section 6.04. Notice to Agents. ............................................................................................................ 31

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Section 6.05. Compensation, Indemnification...................................................................................... 31 Section 6.06. Funds and Accounts. ..................................................................................................... 31

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 7.01. Events of Default. ........................................................................................................... 32 Section 7.02. Remedies of Bondowners. ............................................................................................. 32 Section 7.03. Non-Waiver. ................................................................................................................... 32 Section 7.04. Remedies Not Exclusive. ............................................................................................... 32

ARTICLE VIII

SUPPLEMENTAL AGREEMENTS
Section 8.01. Amendments Permitted. ................................................................................................ 34 Section 8.02. Owners’ Meetings. ......................................................................................................... 34 Section 8.03. Procedure for Amendment with Written Consent of Owners. ........................................ 35 Section 8.04. Disqualified Bonds. ........................................................................................................ 35 Section 8.05. Effect of Supplemental Agreement. ............................................................................... 35 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. ............................ 36 Section 8.07. Amendatory Endorsement of Bonds. ............................................................................. 36

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. ..................................................................... 37 Section 9.02. Successor is Deemed Included in All References to Predecessor. ............................... 37 Section 9.03. Discharge of Agreement. ............................................................................................... 37 Section 9.04. Execution of Documents and Proof of Ownership by Owners. ...................................... 38 Section 9.05. Waiver of Personal Liability. ........................................................................................... 38 Section 9.06. Notices to and Demands on City and Paying Agent. ..................................................... 38 Section 9.07. Partial Invalidity. ............................................................................................................. 39 Section 9.08. Unclaimed Moneys. ....................................................................................................... 39 Section 9.09. Applicable Law. .............................................................................................................. 39 Section 9.10. Conflict with Act. ............................................................................................................ 39 Section 9.11. Conclusive Evidence of Regularity. ............................................................................... 39 Section 9.12. Payment on Business Day. ............................................................................................ 39 Section 9.13. Counterparts. ................................................................................................................. 39

EXHIBIT A FORM OF BOND

EXHIBIT B FORM OF PROJECT FUND REQUISITION

EXHIBIT C FORM OF COSTS OF ISSUANCE FUND REQUISITION

EXHIBIT D PROPOSED PROJECT LIST

PAYING AGENT AGREEMENT

This Paying Agent Agreement (the “Agreement”) is made and entered into and dated as of February 1, 2026, by and between the City of Santa Clara, a charter city organized and existing under the laws of the State of California (the “City”) and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Paying Agent (the “Paying Agent”).

WHEREAS, the City is empowered to issue general obligation bonds that are authorized by two-thirds of the qualified electors of the City pursuant to Article 4.5, commencing with Section 53506, of Chapter 3 of Part 1 of Division 2 o f Title 5 of the California Government Code (collectively, the “Act”); and

WHEREAS, more than two-thirds of the electors voting at an election duly and regularly held in the City on November 5, 2024, voted in favor of a bond measure known as Measure I (the “Bond Measure”), authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $400,000,000 for the purpose of providing funds for certain municipal improvements within the City as authorized by the Bond Measure (as more particularly defined herein, the “Project”); and

WHEREAS, for the purpose of financing a portion of the Project, the City has determined at this time to issue its bonds captioned “City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series A,” in the aggregate principal amount of $_______________, and its bonds captioned “City of Santa Clara (County of Santa Clara, California) Elect ion of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds),” in the aggregate principal amount of $_______________, (collectively, the “Bonds”), as the first series of bonds issued under the Bond Measure; and

WHEREAS, the Bonds will be issued pursuant to the Bond Measure, the Act, Resolution No. ___ approved by the City Council of the City on ____________, 2026, and this Agreement;

NOW THEREFORE, the City and the Paying Agent agree as follows:

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ARTICLE I
DEFINITIONS; AUTHORITY

Section 1.01. Definitions. The terms defined in this Section 1.01, as used and capitalized herein, shall, for all purposes of this Agreement, have the meanings ascribed to them below, unless the context clearly requires some other meaning.

“Act” means Article 4.5, commencing with Section 53506, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code.

“Agreement” means this Paying Agent Agreement, as now or hereafter amended in accordance with its terms.

“Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof.

“Authorized Officer” means the Mayor, the City Manager, any Deputy or Assistant City Manager, the Director of Finance, any Assistant Director of Finance, or the written designee of any of them.

“Beneficial Owner” means any person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds, including persons holding Bonds through nominees or depositories including, but not limited to, through the Nominee.

“Bond Measure” means the bond measure known as “Measure I” approved by more than two-thirds of the electors voting at an election duly and regularly held in the City on November 5, 2024.

“Bond Fund” means the fund by that name established under Section 4.03.

“Bonds” means, collectively, the Series A Bonds and the Series B Bonds.

“Business Day” means a day which is not a Saturday or Sunday or a day on which banks in San Francisco and Los Angeles, California, and New York, New York, are not required or permitted to be closed.

“Closing Date ” means _________________, 2026, the date upon which there is an exchange of Bonds for the proceeds representing the purchase pr ice of the Bonds by the Purchasers.

“Code” means the Internal Revenue Code of 1986, as amended.

“Continuing Disclosure Certificate s” means , collectively, that certain Continuing Disclosure Certificate dated the Closing Date and executed by the City with respect to the Series A Bonds and that certain Continuing Disclosure Certificate dated the Closing Date and executed by the City with respect to the Series B Bonds, as originally executed and as they may be amended from time to time in accordance with the terms thereof.

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“Contractor” means the contractor(s) or vendor(s) from whom the City has ordered or caused to be ordered or with whom the City has contracted or caused to be contracted with respect to the construction of the Project, or any portion of the Project.

“Costs of Issuance” means all items of expense directly or indirectly reimbursable to the City relating to the execution and delivery of the Bonds, including but not limited to, filing and recording costs, settlement costs, printing costs, reproduction and binding costs, legal fees and expenses, municipal advisor fees and expenses, other professional consultant fees and expenses, fees and expenses of the Paying Agent, bond insurance premiums, and costs of obtaining credit ratings.

“Costs of Issuance Fund” means the fund by that name established under Section 4.04.

“County” means the County of Santa Clara, California.

“Debt Service Fund” means the fund by that name established under Section 4.02.

“Depository” means, initially, The Depository Trust Company, New York, New York, and its successors and assigns, any substitute securities depository appointed to act as Depository under Section 2.13 hereof.

"Event of Default" has the meaning set forth in Section 7.01.

“Fair Market Value ” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if:

(i) the investment is a certif icate of deposit that is acquired in accordance with applicable regulations under the Code,

(ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code,

(iii) the investment is a United States Treasury Security --State and Local Government Ser ies that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or

(iv) any commingled investment fund in which the City and related parties do not own more than a 10% beneficial interest if the return paid by the fund is without regard to the source of investment.

“Federal Securities” means United States Treasury notes, bonds, bills or certificates of indebtedness or any other obligations the timely payment of which is directly or indirectly guaranteed by the faith and credit of the United States.

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“Information Service” means the Electronic Municipal Market Access (EMMA) system maintained by the Municipal Securities Rulemaking Board, accessible at the emma.msrb.org website, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the City may designate in a Written Request of the City delivered to the Paying Agent.

“Interest Payment Date” means each August 1 and February 1, commencing August 1, 2026.

“Moody’s” means Moody’s Investors Service, and any successor thereto.

“Nominee” means the nominee of the Depository as determined from time to time in accordance with Section 2.13.

“Outstanding,” when used as of any particular time with reference to Bonds, means all Bonds except:

(a) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation;

(b) Bonds paid or deemed to have been paid within the meaning of Section

9.03 hereof; and

(c) Bonds in lieu of or in substitution for which other Bonds have been authorized, executed, issued and delivered by the City under this Agreement.

“Owner” or “ Bondowner” means any person who is the registered owner of any Outstanding Bond.

“Participant” means those broker-dealers, banks and other financial institutions from time to time for which the Depository holds Bonds as a securities depository.

“Participating Underwriter” has the meaning assigned to such term in each Continuing Disclosure Certificate.

“Paying Agent ” means U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America.

“Permitted Investments” means any of the following investments, but only to the extent that the same are acquired at Fair Market Value, which are authorized under the laws of the State of California for investment of the funds proposed to be invested therein (provided that the City and the Paying Agent shall be entitled to rely upon any investment direction from the City as conclusive certification to the Paying Agent that the investments described therein are so authorized under the laws of the State of California):

(a) Federal Securities.

(b) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the Export -Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administr ation; (iii) participation certificates issued by the General Services Administration; (iv) mortgage -

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backed bonds or pass -through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America;

(c) interest-bearing demand or time deposits (including certificates of deposit), including those placed by a third party pursuant to a separate agreement between the City and the Fiscal Agent, banking deposit products, trust funds, trust accounts, overnight bank deposits, interest bearing deposits, interest bearing money market accounts or deposit accounts in federal or state chartered savings and loan associations or in federal or State of California banks (including the Fiscal Agent, its parent, if an y, and affiliates), provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated in the highest short-term rating category by any Rating Agency, or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation;

(d) commercial paper rated at the time of purchase in the highest short -term rating category by any Rating Agency, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein;

(e) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank, including its parent (if any), affiliates and subsidiaries, whose short -term obligations are rated in the highest short -term rating category by any Rating Agency, or whose long -term obligations are rated A or better by any Rating Agency, which mature not more than 270 days following the date of investment therein;

(f) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency, or (b) fully secured as to the payment of principal and intere st by Federal Securities;

(g) obligations issued by any corporation organized and operating within the United States of America having assets in excess of $500,000,000, which obligations are rated A or better by any Rating Agency;

(h) money market mutual funds (including money market funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory, transfer agency, custodial or other management services for which it receives and retains a fee for such services to the fund) which invest in Federal Securities or which are rated in the highest short-term rating category by any Rating Agency including those funds for which the Fiscal Agent or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise; and

(i) any investment agreement representing general unsecured obligations of a financial institution rated A or better by any Rating Agency, by the terms of which the Fiscal Agent is permitted to withdraw all amounts invested therein in the event any such rating falls below A.

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(j) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Paying Agent shall be permitted to make investments and withdrawals in its own name and the Paying Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement.

(k) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended, including but not limited to the California Asset Management Program (CAMP);

(l) Any other lawful investment for City funds.

“Principal Office” means, the corporate trust office of the Paying Agent at One California Street, Suite 2600, San Francisco, California 94108, or such other location as designated by the Paying Agent.

“Project” means the acquisition or improvement of real property authorized by the Bond Measure, consisting generally of: streets and transportation improvements; fire stations and emergency response improvements; police facilities; parks, library, senior center, and aquatics facilities; storm drain system improvements, and historic buildings and beautification improvements. The Project is currently intended to include those improveme nts listed in the project list adopted by the City Council on September 16, 2025, as it may be amended from time to time, and as further summarized in Exhibit D.

“Project Costs” means:

(a) all costs of payment of, or reimbursement for, acquisition, construction and installation of the Project , including without limitation architect and engineering fees, contractor payments, costs of feasibility and other reports, inspection costs, performance bond premiums, and permit fees; provided that, in each case, any such costs are directly related to the acquisition or improvement of real property;

(b) Costs of Issuance not paid by the Purchasers from original issue premium on the Bonds; and

(c) costs directly related to the administration of the funds and acco unts created under this Agreement.

“Project Fund” means the fund by that name established under Section 4.01.

“Purchasers” means, collectively, the Series A Bonds Purchaser and the Series B Bonds Purchaser.

“Resolution” means Resolution No. ____ adopted by the City Council of the City on ___________________, 2026, authorizing the issuance of the Bonds.

“S&P” means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and any successor thereto.

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“Securities Depositories” means The Depository Trust Company and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate in writing to the Paying Agent.

“Series A Account of the Costs of Issuance Fund” means the account by that name within the Costs of Issuance Fund by name established under Section 4.04.

“Series A Account of the Project Fund” means the account by that name within the Project Fund established under Section 4.01.

“Series A Bonds” means the bonds captioned “City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series A” issued and at any time Outstanding under this Agreement.

“Series A Bonds Purchaser” means _______________.

“Series B Account of the Costs of Issuance Fund” means the account by that name within the Costs of Issuance Fund by name established under Section 4.04.

“Series B Account of the Project Fund” means the account by that name within the Project Fund established under Section 4.01.

“Series B Bonds” means the bonds captioned “City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds)” issued and at any time Outstanding under this Agreement.

“Series B Project” means the portion of the Project consisting of the renovation and rehabilitation of the International Swim Center and the renovation and rehabilitation of the Triton Museum.

“Series B Bonds Purchaser” means _______________.

“Supplemental Agreement” means any agreement supplemental to or amendatory of this Agreement entered into in accordance with Article VIII hereof.

“Written Request of the City ” means an instrument in writing signed by an Authorized Officer.

Section 1.02. Authority for this Agreement . This Agreement is being entered into under the authority set forth in the Act and th e Resolution, constitutes a continuing agreement with the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding, to secure the full and final payment of principal of and premiums, if any, and the interest on the Bonds, all under the provisions of the Act.

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ARTICLE II

THE BONDS

Section 2.01. Authorization. The Series A Bonds in the aggregate principal amount of $______________, and the Series B Bonds in the aggregate principal amount of $______________, are hereby authorized to be issued by the City under and subject to the terms of the Act , the Bond Measure and the Resolution, and subject to the covenants, agreements, provisions and conditions herein contained.

The Series A Bonds shall be designated the “City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series A,” and the Series B Bonds shall be designated the “City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds).”

Section 2.02. Terms of Bonds.

(a) Form; Numbering. The Bonds shall be i ssued as fully registered Bonds, without coupons, in the denomination of $5,000 each or any integral multiple of $5,000, but in an amount not to exceed the aggregate principal amount of Bonds maturing in the year of maturity of the Bond for which the denom ination is specified. Bonds shall be lettered and numbered as the Paying Agent shall prescribe.

(b) Date of Bonds. The Bonds shall be dated the Closing Date.

(c) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of the Purchasers to accept delivery of and pay for the Bonds. In addition, failure on the part of the City to use such CUSIP numbers in any notice to Owners of the Bonds shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.

(d) Maturities. The Bonds shall bear interest at the rate or rates set forth below, payable on each Interest Payment date, commencing August 1, 2026, and shall mature and become payable as to principal on August 1 of the years and in the amounts as set forth below:

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Series A Bonds

Maturity Date
(August 1) Principal Amount Interest Rate

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Series B Bonds

Maturity Date
(August 1) Principal Amount Interest Rate

(e) Calculation of Interest. Each Bond shall bear interest from the Interest Payment Date next preceding the date of registration and authentication thereof unless:

(i) it is registered and authenticated as of an Interest Payment Date, in which event it shall bear interest from such date, or

(ii) it is registered and authenticated prior to an Interest Payment Date and after the close of business on the 15th day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or

(iii) it is registered and authenticated on or prior to July 15, 2026, in which event it shall bear interest from the date of original issuance and authentication of the Bonds;

provided, however, that if at the time of registration and authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Interest on the Bonds shall be calculated on the basis of a 360 -day year composed of twelve 30-day months.

(f) Payment. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check mailed on the applicable Interest Payment Date to the Owner thereof at his or her address as it appears on the registration books maintained by the Paying Agent at the close of business on the 15th day of the month precedin g the Interest Payment Date, or at such other address as the Owner may have filed with the Paying Agent for that purpose; provided that an Owner of $1,000,000 or more aggregate principal amount of Bonds, or the Owner of all of the Bonds at the time Outstanding, shall, at his or her option, receive

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payment of interest by wire transfer to an account in the United States of America designated by such Owner to the Paying Agent no later than the 15th day of the month immediately preceding the applicable Interest Payment Date. Principal of the Bonds is payable in lawful money of the United States of America at the Principal Office of the Paying Agent.

Section 2.03. Redemption.

(a) Redemption.

(i) Optional Redemption of Series A Bonds. The Series A Bonds maturing on or before August 1, 20__, are not subject to redemption prior to their respective maturity dates. The Series A Bonds maturing on or after August 1, 20__, are subject to redemption prior to their respective maturity dates, at the option of the City, on any date on and after August 1, 20__, at a redemption price equal to the principal amount of the Series A Bonds to be redeemed, plus accrued interest to the date of redemption, without premium.

(ii) Optional Redemption of Series B Bonds. The Series B Bonds maturing on or before August 1, 20__, are not subject to redemption prior to their respective maturity dates. The Series B Bonds maturing on or after August 1, 20__, are subject to redemption prior to their respective maturity dates, at the option of the City, on any date on and after August 1, 20__, at a redemption price equal to the principal amount of the Series B Bonds to be redeemed, plus accrued interest to the date of redemption, without premium.

(iii) Mandatory Sinking Payment Redemption of Series A Bonds.

The Series A Bonds maturing on August 1, 20 __ (the “20__ Term Series A Bonds”), are subject to mandatory sinking payment redemption in part on August 1, 20__, and on each August 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

20__ Term Series A Bonds

Redemption Date
(August 1)
Sinking
Payments

20__ (maturity)

The amounts in the foregoing table shall be reduced as a result of any prior partial optional redemption of the Series A Bonds as specified in writing by an Authorized Officer to the Paying Agent.

(iv) Mandatory Sinking Payment Redemption of Series B Bonds.

The Series B Bonds maturing on August 1, 20 __ (the “20__ Term Series B Bonds”), are subject to mandatory sinking payment redemption in part on August 1, 20__, and on each August 1 thereafter to maturity, by lot, at a redemption price equal to the

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principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

20__ Term Series B Bonds

Redemption Date
(August 1)
Sinking
Payments

20__ (maturity)

The amounts in the foregoing table shall be reduced as a result of any prior partial optional redemption of the Series B Bonds as specified in writing by an Authorized Officer to the Paying Agent.

(b) Notice to Paying Agent. The City shall give the Paying Agent written notice of its intention to optionally redeem Series A Bonds under subsection (a)(i) or Series B Bonds under subsection (a)(ii) not less than 45 days prior to the applicable redemption date and shall specify the principal amount of Series A Bonds or Series B to be redeemed.

(c) Purchase of Bonds in Lieu of Redemption . In lieu of any redemption under subsection (a), moneys in the Bond Fund may be used and withdrawn by the Paying Agent for purchase of Outstanding Bonds, upon the filing with the Paying Agent of a written direction of an Authorized Officer requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such written direction may provide , but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance with this Agreement.

(d) Redemption Procedure by Paying Agent. The Paying Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the applicable Purchaser, to the Securities Depositories, to the Information Service, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Paying Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.

Such notice shall:

(i) state the series of Bonds to be redeemed and the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption;

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(ii) state as to any Bond called in part the principal amount thereof to be redeemed;

(iii) require that the Bonds called for redemption be then surrendered at the Principal Office of the Paying Agent for redemption at the said redemption price or such other place of payment as may be designated in said notice;

(iv) state that further interest on the Bonds called for redemption will not accrue from and after the redemption date; and

(v) for optional redemption , state whether the notice is conditioned o n the availability of funds.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

Upon surrender of Bonds redeemed in part only, the City shall execute and the Paying Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.

(e) Selection of Bonds for Redemption . Whenever provision is made in this Agreement for the redemption of less than all of the Bonds of a single maturity, the Paying Agent shall select the Bonds of that maturity to be redeemed by lot in any manner which the Paying Agent in its sole discretion deems appropriate. For purposes of such selection, the Paying Agent shall treat each Bond as consisting of separate $5,000 portions and each such portion shall be subject to redemption as if such portion were a separate Bond.

(f) Conditional Redemption Notice and Rescission of Redemption . Any notice of optional redemption under subsection (a)(i) or (a)(ii) may specify that redemption of the Bonds designated for redemption on the specified date will be subject to the receipt by the City or the Paying Agent, as applicable, of moneys sufficient to cause such redemption (and will specify the proposed source of such moneys), and neither the City nor the Paying Agent will have any liability to the Owners of any Bonds, or any other party, as a result of the City’s failure to redeem the Bonds designated for redemption as a result of insufficient moneys therefor.

Additionally, the City may rescind any optional redemption of the Bonds under subsection (a)(i) or (a)(ii) , and notice thereof, for any reason on any date prior to the date fixed for such redemption by causing written notice of the rescission to be given to the Owners of the Bonds so called for redemption. Notice of rescission of redemption will be given in the same manner in which notice of redemption was originally given. The actual receipt by the Owner of any Bond of notice of such rescission will not be a condition precedent to rescission, and failure to receive such notice or any defect in such notice will not affect the validity of the rescission. Neither the City nor the Paying Agent will have any liability to the Owners of any Bonds, or any other party, as a result of the City’s decision to rescind a redemption of any Bonds under this Agreement.

(g) Effect of Redemption . From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and premium, if any, on the Bonds so called for redemption have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the r ight to receive payment of the

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redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.

All Bonds redeemed and purchased by the Paying Agent under this Section shall be canceled by the Paying Agent. The Paying Agent shall destroy the canceled Bonds and issue a certificate of destruction thereof to the City, upon request of the City.

Section 2.04. Form of Bonds. The Bonds, the form of the Paying Agent’s certificate of authentication and registration and the form of assignment to appear thereon , shall be substantially in the forms, respectively, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agree ment, as are set forth in Exhibit A attached hereto.

Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of its City Manager and Director of Finance, who serves as City treasurer, and attested by the manual or facsimile signature of its City Clerk or any Assistant City Clerk, who are in office on the date of execution of this Agreement or at any time thereafter.

If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Purchasers, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Purchasers. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond are the proper officers of the City although at the nominal date of such Bond any such person was not such officer of the City.

Only such Bond s as bear thereon a certificate of authentication and registration in the forms set forth in Exhibit A attached hereto, executed and dated by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of the Paying Agent shall be conclusive evidence that the Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.

Section 2.06. Transfer of Bonds . Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept under Section 2.08 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upo n surrender of such Bond for cancellation at the Principal Office at the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The Paying Agent shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount.

No transfers of Bonds shall be required to be made (a) 15 or fewer days before the date established for selection of Bonds for redemption or (b) with respect to a Bond after such Bond has been selected for redemption (except with respect to the unredeemed portion thereof).

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The Paying Agent shall require the payment by the Owner requesting such

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exchange of any tax or other governmental charge required to be paid with respect to such exchange.

No exchanges of Bonds shall be required to be made (a) 15 or fewer days before the date established for selection of Bonds for redemption or (b) with respect to a Bond after such Bond has been selected for redemption (except with respect to the unredeemed portion thereof).

Section 2.08. Bond Register. The Paying Agent shall keep or cause to be kept sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the City upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as herein before provided.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate.

Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds.

If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Paying Agent and the Paying Agent shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds executed and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond become s mutilated the City, at the expense of the Owner of said Bond, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. Every muti lated Bond so surrendered to the Paying Agent shall be canceled by it and delivered to, or upon the order of, the City.

If any Bond is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence be satisfactory to the City and indemnity satisfactory to it shall be given, the City, at the expense of the Owner, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen.

The City may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the City and the Paying Agent in the premises. Any Bond issued under the provisions of this Section 2.10 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond s o alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued under this Agreement.

Section 2.11. Book-Entry; Limited Obligation of City. The Bonds may be issued in the form of a separate single fully registered Bond (which may be typewritten) for each maturity.

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The ownership of such Bond shall be registered in the registration books kept by the Paying Agent in the name of the Nominee as nominee of the Depository.

With respect to Bonds registered in the registration books kept by the Paying Agent in the name of the Nominee, the City and the Paying Agent shall have no responsibility or obligation to such Participant or to any person on behalf of which such a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent shall have no responsibili ty or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person, other than as shown in the re gistration books kept by the Paying Agent, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in the Bonds to be redeemed if the Bonds are rede emed in part, or (iv) the payment to any Participant or any other person, other than a Nominee as shown in the registration books kept by the Paying Agent, of any principal of, premium, if any, or interest on the Bonds.

The City and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Paying Agent as the owner and absolute Owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on such Bond, for the purpose of giving notices of prepayment and other matters with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes whatsoever.

The Paying Agent shall pay all principal, premium, if any, and interest with respect to the Bonds, only to or upon the order of the respective Owners, as shown in the registration books kept by the Paying Agent, or their respective attorneys duly authorized in writing, and all such payments shall be valid and ef fective to fully satisfy and discharge the City’s obligations with respect to payment of principal, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Paying Agent, shall receive a Bond evidencing the obligation of the City to make payments of principal, premium, if any, and interest under this Agreement.

Upon delivery by the Depository to the Nominee, the Paying Agent and the City of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions regarding the payment of the principal of and interest on the Bonds set forth in Section 2.02(e), the word Nominee in this Agreement shall refer to such new nominee of the Depository.

Section 2.12. Representation Letter. In order to qualify the Bonds for the Depository’s book-entry system, the City shall execute, seal, countersign and deliver to such Depository a letter from the City representing such matters as shall be necessary to so qualify the Bonds (the “Representation Letter”). The execution and delivery of the Representation Letter shall not in any way limit the provisions of Section 2.12 hereof or in any other way impose upon the City or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the Paying Agent.

In the written acceptance of the Paying Agent, such Paying Agent shall agree to take all actions necessary for all representations of the City in the Representation Letter with respect to the Paying Agent to at all times be complied with. In addition to the execution and delivery of the Representation Letter, the City shall take any other actions, not inconsistent with this Agreement, to qualify the Bonds for the Depository’s book-entry system.

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Section 2.13. Transfers Outside Book -Entry System . The City may, by written request, at any time or for any reason, remove the Depository and appoint a successor or successors thereto. If (i) the Depository determines not to continue to act as securities depository for any series of Bonds, or (ii) the City determines that the Depository shall no longer so act, then the City will discontinue the book -entry system with the Depository. If the City fails to identify another qualified securities depository to replace the Depository then the Bonds shall no longer be restricted to being registered in the registration books kept by the Paying Agent in the name of the Nominee, but shall be registered in whatever name or names Owners of such Bonds transferring or exchanging such Bonds shall designate, in accordance with the provisions of Section 2.06.

Section 2.14. Payments and Notices to the Nominee . Notwithstanding any other provision of this Agreement to the contrary, so long as any Bond is registered in the name of the Nominee, all payments of principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed in writing by the Depository.

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ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF
BOND PROCEEDS; SECURITY FOR THE BONDS

Section 3.01. Issuance and Delivery of Bonds. The City is hereby authorized to issue the Series A Bonds in the aggregate original principal amount of $_________________, and the Series B Bonds in the aggregate original principal amount of $_________________, subject to the covenants, agreements, provisions and conditions herein contained.

Each Authorized Officer is hereby authorized and directed to d eliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance and costs of the Project from the proceeds of the Bonds, and to do and cause to be done any and all acts necessary or convenient for delivery of the Bonds to the Purchasers.

The Paying Agent shall deliver the Bonds to or upon the order of the Purchasers, upon receipt of a written request of the City.

Section 3.02. Application of Proceeds of Sale of Bonds.

(a) Series A Bonds. On the Closing Date, upon the receipt by the Paying Agent of the purchase price for the Series A Bonds, being $_____________ (calculated as the original principal amount of the Series A Bonds of $_____________, plus [net] original issue premium of $_____________, less the Series A Bonds Purchaser’s discount of $_____________), which includes the good faith deposit of $_____________ deposited by the Series A Bonds Purchaser with the Paying Agent prior to the Closing Date, the Paying Agent shall deposit and transfer such amounts as follows:

(i) the Paying Agent shall deposit $_____________ into the Series A Account of the Costs of Issuance Fund; and

(ii) the Paying Agent shall transfer $_____________, being the remainder of the proceeds of the Series A Bonds, to the City for deposit in the Series A Account of the Project Fund.

(b) Series B Bonds. On the Closing Date, upon the receipt by the Paying Agent of the purchase price for the Series B Bonds, being $ _____________ (calculated as the original principal amount of the Series B Bonds of $_____________, plus [net] original issue premium of $_____________, less the Series B Bonds Purchaser’s discount of $_____________), which includes the good faith deposit of $_____________ deposited by the Series B Bonds Purchaser with the Paying Agent prior to the Closing Date, the Paying Agent shall deposit and transfer such amounts as follows:

(i) the Paying Agent shall deposit $_____________ into the Series B Account of the Costs of Issuance Fund; and

(ii) the Paying Agent shall transfer $ _____________, being the remainder of the proceeds of the Series B Bonds, to the City for deposit in the Series B Account of the Project Fund.

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Section 3.03. Validity of Bonds. The validity of the authorization and is suance of the Bonds shall not be dependent upon the completion of the Project or upon the performance by any person of his or her obligation with respect to such Project.

Section 3.04. Security for the Bonds.

(a) General. The Bonds are general obligations of the City and the City has the power, is obligated and hereby covenants to levy ad valorem property taxes upon all property within the City subject to taxation by the City, without limitation of rate or amount (except with respect to certain personal property which is taxed at limited rates), for the payment of the Bonds and the interest thereon, in accordance with all relevant provisions of law.

The City hereby pledges all revenues from the property taxes collected from the levy by the County for the payment of the Bonds, and amounts on deposit in the Debt Service Fund and the Bond Fund established hereunder, to the City’s payment of the principal or redemption price of and interest on the Bonds. This pledge shall be valid and binding from the date hereof for the benefit of the owners of the Bonds.

Under California Government Code section 53515, the Bonds are secured by a statutory lien on all revenues received pursuant to the levy and collection of the property tax securing the Bonds. The lien shall automatically arise without the need for any action or authorization by the City or the City Council. The lien is valid and binding from the time the Bonds are executed and delivered. The revenues received pursuant to the levy and collection of the tax shall be immediately subject to the lien, and the lien shall immediately attach to the revenues and be effective, binding, and enforceable against the local agency, its successors, transferees, and creditors, and all others asserting rights therein, irrespective of whether those parties have notice of the lien and without the need for any physical delivery, recordation, filing, or further act.

(b) Limitation of Liability. The Bonds do not constitute a debt of the County, the State of California, or any of its political subdivisions other than the City, or any of the officers, agents or employees thereof.

Section 3.05. Levy and Collection of Taxes.

(a) Levy, Collection and Deposit. The Board of Supervisors and officers of the County are obligated by statute to provide for the levy and collection of property taxes in each year sufficient to pay all principal and interest coming due on the Bonds in such year. Annually on or before the date specified by law , the City shall furnish to the appropriate County officials such information as required regarding the debt service requirements for the Bonds durin g the next ensuing fiscal year (unless such information is provided to the County for the full term of the Bonds following the sale thereof).

(b) Excess Collections. In the event of an excess collection of property taxes, the excess amount will be segregated into a separate account within the Bond Fund and held as a reasonably required reserve for debt service on the Bonds during the next following year, and the amount established to be collected from property taxes for such year will be reduced by the amount held in such reserve. Amounts in such segregated account will not exceed the lesser of maximum annual debt service on the Bon ds, 10% of the issue price of the Bonds, and 125% of average annual debt service on the Bonds. Interest earnings and gains will be deposited in the Bond Fund and applied to the payment of debt service on the Bonds.

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ARTICLE IV

FUNDS AND ACCOUNTS

Section 4.01. Project Fund.

(a) There is hereby established the Project Fund to be held by the Paying Agent as a separate fund, to be maintained distinct from all other funds of the Paying Agent. With in the Project Fund there is hereby established the Series A Account of the Project Fund, to the credit of which a deposit shall be made as required by Section 3.02(a)(ii), and the Series B Account of the Project Fund, to the credit of which a deposit shall be made as required by Section 3.02(b)(ii).

The Project Fund and each account therein shall be maintained by the Paying Agent as a separate fund or account.

(b) Moneys in the Project Fund and the accounts therein shall be held by the Paying Agent for the benefit of the City and shall be disbursed for the payment or reimbursement of Project Costs. The Paying Agent shall disburse amounts in the Project Fund for Project Costs upon receipt of a certificate requesting disbursement executed by a n Authorized Officer substantially the form set forth in Exhibit B hereto. The City shall ensure that the costs of the Series B Project are paid solely from amounts in the Series B Account of the Project Fund. The Paying Agent shall be fully protected in relying upon any such certificate without independent inquiry or investigation.

(c) Upon the filing with the Paying Agent of a certificate executed by an Authorized Officer stating the City’s determination that no further Project Costs are required to be paid from the Series A Account of the Project Fund, any amounts remaining in the Series A Account of the Project Fund shall be transferred to the Debt Service Fund and used to pay to pay interest on the Series A Bonds on the next Interest Payment Date. Following such transfers, the City shall close the Series A Account of the Project Fund.

Upon the filing with the Paying Agent of a certificate executed by an Authorized Officer stating the City’s determination that no further Project Costs are required to be paid from the Series B Account of the Project Fund, any amounts remaining in the Series B Account of the Project Fund shall be transferred to the Debt Service Fund and used to pay to pay interest on the Series B Bonds on the next Interest Payment Date. Following such transfers, the City shall close the Series B Account of the Project Fund.

Section 4.02. Debt Service Fund.

(a) There is hereby established the Debt Service Fund to be held by the City as a separate fund, to be maintained distinct from all other funds of the City . All taxes levied by the County for the payment of the principal of and interest and premium (if any) on the Bonds, as directed by the City herein, shall be deposited in the Debt Service Fund by the City promptly upon the receipt thereof from the County. Alternatively, the City may direct the County to transfer such taxes, in whole or in part, directly to the Paying Agent for deposit in the Bond Fund. the purpose of making payments of principal of and interest and premium (if any) on the Bonds.

The Debt Service Fund is hereby pledged for the payment of the principal of and interest and premium (if any) on the Bonds when and as the same become due.

At least three Business Days prior to each Interest Payment Date, the City shall transfer to the Paying Agent moneys on deposit in the Debt Service Fund, for deposit by the Paying Agent

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in the Bond Fund, in an amount sufficient for the payment of principal of and interest on the Bonds on the next succeeding Interest Payment Date.

If, after payment in full of the Bonds, any amounts remain on deposit in the Debt Service Fund, the City shall transfer such amounts to its general fund, to be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law.

Section 4.03. Bond Fund. There is hereby established as a separate fund the Bond Fund, to be held by the Paying Agent. All moneys received by the Paying Agent from the City or the County under Section 4.02 shall be deposited into the Bond Fund. The moneys on deposit in the Bond Fund shall be used solely to pay principal and interest on the Bonds when due.

Section 4.04. Costs of Issuance Fund. There is hereby established as a separate fund the Costs of Issuance Fund, to be held by the Paying Agent. Within the Costs of Issuance Fund there is hereby established the Series A Account of the Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02(a)(i), and the Series B Account of the Costs of Issuance Fund , to the credit of which a deposit shall be made as required by Section

3.02(b)(i).

The moneys in the Series A Account of the Costs of Issuance Fund shall be used for the purpose of paying Costs of Issuance with respect to the Series A Bonds, and the moneys in the Series B Account of the Costs of Issuance Fund shall be used for the purpose of paying Costs of Issuance with respect to the Series B Bonds. The Paying Agent shall make disbursements from the Costs of Issuance Fund and the accounts therein upon receipt of a certificate requesting disbursement executed by an Authorized Officer substantially the form set forth in Exhibit C hereto.

On the date falling 90 days after the Closing D ate, the Paying Agent shall transfer a ny funds remaining in the Series A Account of the Costs of Issuance Fund to the Series A Account of the Project Fund, and shall transfer any funds remaining in the Series B Account of the Costs of Issuance Fund to the Series B Account of the Project Fund. Following such transfers, the Paying Agent shall close the Costs of Issuance Fund and the accounts therein.

Section 4.05. Investment of Moneys.

(a) Investments. Moneys in the Debt Service Fund, and any accounts therein, shall be invested by the City in Permitted Investments maturing prior to the date on which such moneys are required to be paid out hereunder.

Moneys in the Project Fund, the Bond Fund and the Cos ts of Issuance Fund, and any accounts therein, shall be invested by the Paying Agent, at the written direction of the City, in Permitted Investments maturing prior to the date on which such moneys are required to be paid out hereunder.

Obligations purchased as an investment of moneys in any of such funds and accounts shall at all times be deemed to be part of each such respective fund and account so invested, and all interest, gain or loss on the investment of moneys in such respective fund and accounts shall be credited or charged thereto.

The Paying Agent or an affiliate may act as principal or agent of the City in the making or disposing of any investment. The Paying Agent shall not be responsible for any loss in the

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disposing of any investment or any other consequences for investments made in accordance with this Section. The Paying Agent may conclusively rely upon the City’s written instructions as to both the suitability and legality of the directed investments and such written direction shal l be deemed to be a certification to the Paying Agent that such directed investments constitute Permitted Investments. The Paying Agent shall be entitled to assume that any investment which at the time of purchase is a Permitted Investment remains a Permi tted Investment thereafter (including for reinvestment purposes), absent receipt of written notice to the contrary.

The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Paying Agent shall furnish the City periodic cash transaction statements which shall include detail for all investment transactions made by the City hereunder.

(b) Acquisition, Disposition and Valuation of Investments. The City covenants that all investments of amounts deposited in any fund or account created by or under this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Tax Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued at their present value (within the meaning of section 148 of the Tax Code).

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ARTICLE V

OTHER COVENANTS OF THE CITY

Section 5.01. Punctual Payment. The City will punctually pay, or cause to be paid, the principal of and interest on the Bonds, in strict conformity with the terms of the Bonds and of this Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and of the Bonds. Nothing herein contained shall prevent the City from making advances of its own moneys, howsoever derived, to any of the uses or purposes permitted by law.

Section 5.02. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and will not, directly or indirectly, approve any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded.

Section 5.03. Payment of Claims. The City will pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the projec t financed with the proceeds of the Bonds which might impair the security of the Bonds. Nothing herein contained shall require the City to make any such payment so long as the City in good faith shall contest the validity of said claims.

Section 5.04. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City in which complete and correct entries shall be made of all transactions relating to the project financed with proceeds of the Bonds. Such books of record and accounts shall at all times during business hours be subject to inspection by the Owners of not less than 10% of the principal amount of the Bonds then Outstanding, or their representatives authorized in writing.

Section 5.05. Protection of Security and Rights of Bondowners . The City will preserve and protect the security of the Bonds and the rights of the Bondowners, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City.

Section 5.06. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the terms of the Continuing Disclosure Certificates.

Notwithstanding any other provision of this Agreement, failure of the City to comply with either Continuing Disclosure Certificate shall not be an Event of Default under Section 7.01 hereof; provided, however, any Participating Underwriter, any Owner or any Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section

5.06 and the applicable Continuing Disclosure Certificate.

Section 5.07. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the

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better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Agreement.

Section 5.08. Tax Covenants.

(a) Series A Bonds.

(i) Generally. The City shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, interest on the Series A Bonds to become includable in gross income for federal income tax purposes.

(ii) Private Activity Bond Limitation. The City will assure that the proceeds of the Series A Bonds are not so used as to cause the Series A Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.

(iii) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the Series A Bonds to be "federally guaranteed" within t he meaning of section 149(b) of the Code.

(iv) Rebate of Excess Investment Earnings. The City shall calculate or cause to be calculated all amounts of excess investment earnings with respect to the Series A Bonds which are required to be rebated to the U nited States of America under Section 148(f) of the Code, at the times and in the manner required under the Code. The City shall pay when due an amount equal to excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Code, such payments to be made from any source of legally available funds of the City. The City shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retireme nt of the Series A Bonds, records of the determinations made under this subsection.

(v) No Arbitrage. The City will not take, or permit or suffer to be taken by the Paying Agent or otherwise, any action with respect to the proceeds of the Series A Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Series A Bonds would have caused the Series A Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code.

(vi) Maintenance of Tax-Exemption. The City will take all actions necessary to assure the exclusion of interest on the Series A Bonds from the gross income of the Owners of the Series A Bonds to the same extent as such interest is permit ted to be excluded from gross income under the Code as in effect on the date of issuance of the Series A Bonds.

(vii) Record Retention . The City will retain its records of all accounting and monitoring it carries out with respect to the Series A Bonds for at least 3 years after the Series A Bonds mature or are redeemed (whichever is earlier) , except as otherwise set forth in paragraph (iv) above with respect to rebate ; however, if the Series A Bonds are redeemed and refunded, the City will retain its recor ds of accounting and monitoring at

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least 3 years after the earlier of the maturity or redemption of the obligations that refunded the Series A Bonds.

(b) Series B Bonds.

(i) Generally. The City shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, interest on the Series B Bonds to become includable in gross income for federal income tax purposes.

(ii) Private Activity Bond Limitation. The City shall assure that the proceeds of the Series B Bonds are not used in a manner which would cause the Series B Bonds to become “private activity bonds” within the meaning of section 141(a) of the Code or to meet the private loan financing test of Section 141(c) of the Code.

(iii) Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Series B Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

(iv) No Arbitrage. The City shall not take, or permit or suffer to be taken by the Paying Agent or otherwise, any action with respect to the Series B Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Series B Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.

(v) Rebate of Excess Investment Earnings. The City shall calculate or cause to be calculated all amounts of excess investment earnings with respect to the Series B Bonds which are required to be rebated to the United States of America under Section 148(f) of the Code, at the times and in the manner required under the Code. The City shall pay when due an amount equal to excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Code, such payments t o be made from any source of legally available funds of the City. The City shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the Series B Bonds, records of the determinations made under this subsection.

(vi) Maintenance of Tax-Exemption. The City will take all actions necessary to assure the exclusion of interest on the Series B Bonds from the gross income of the Owners of the Series B Bonds to the same extent as such interest is permi tted to be excluded from gross income under the Code as in effect on the date of issuance of the Series B Bonds.

(vii) Record Retention . The City will retain its records of all accounting and monitoring it carries out with respect to the Series B Bonds for at least 3 years after the Series B Bonds mature or are redeemed (whichever is earlier) , except as otherwise set forth in paragraph (v) above with respect to rebate ; however, if the Series B Bonds are redeemed and refunded, the City will retain i ts records of accounting and monitoring at least 3 years after the earlier of the maturity or redemption of the obligations that refunded the Series B Bonds.

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(viii) Limitation of Expenditure of Proceeds . The City covenants that not less than 95% of the net proceeds of the Series B Bonds (being the face amount of the Series B Bonds, plus any premium paid on the purchase of the Series B Bonds by the Series B Bonds Purchaser, less any original issue discount), plus investment earnings thereon, will be paid for Qualified Project Costs.

For purposes of this paragraph, “Qualified Project Costs” means Project Costs of the Series B Project that are properly chargeable to a capital account and, to the extent that such expenditures do not exceed 5% of the sale proce eds of the Series B Bonds, non-capital costs that are directly related to the Series B Project. Qualified Project Costs do not include (A) costs and expenses for portions of the Series B Project to be used for activities constituting unrelated trades or b usinesses determined by applying section 513(a) of the Code, ( B) amounts to be used to reimburse expenditures paid before the date of issuance of the Series B Bonds, or (C) costs of issuance of the Series B Bonds.

In addition, interest during the construc tion period will be allocated between Qualified Project Costs and other costs and expenses to be paid from the proceeds of the Series B Bonds, and interest following the construction period will not constitute a Qualified Project Cost. Letter of credit fe es and municipal bond insurance premiums which represent a transfer of credit risk will be allocated between Qualified Project Costs and other costs and expenses to be paid from the proceeds of the Series B Bonds; and letter of credit fees and municipal bond insurance premiums which do not represent a transfer of the credit risk will not constitute Qualified Project Costs.

(ix) Ownership and Use of Financed Property . The City will assure that the proceeds of the Series B Bonds are expended so as to cause the Series B Bonds to constitute "qualified 501(c)(3) bonds" within the meaning of section 145 of the Code and covenants as follows:

(A) all property financed with the net proceeds of the Series B Bonds will be owned (as ownership is determined for purposes of federal income taxation) by the City, or by an organization described in section 501(c)(3) of the Code, or by a governmental unit;

(B) no more than 5% of the net proceeds of the Series B Bonds will be used in a manner as to cause the Series B Bonds to satisfy the private business tests of section 141(b) of the Code determined by treating, for this purpose, 501(c)(3) organizations as governmental units with respect to their activities that do not constitute unrelated trades or businesses within the meaning of section 513(a) of the Code;

(C) no part in excess of 5% of the portion of the Series B Project will be used for (i) activities constituting an “unrelated trade or business,” determined by applying section 513(a) of the Code, or (ii) activities constituting any trade or business of an entity other than an organization described in section 501(c)(3) of the Code or a governmental unit;

(D) no portion of the proceeds of the Series B Bonds will be used to provide any airplane, skybox or other private luxury box, facility primarily used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises, within the meaning of section 147(e) of the Code;

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(E) no portion of the proceeds of the Series B Bonds will be used to finance or refinance any facility, place or building to be used primarily for sectarian instruction or study or as a place for devotional activities or religious worship; and

(F) the City will comply with its covenants set forth in the Certificate Regarding Use of Proceeds related to the Series B Bonds.

(x) Costs of Issuance Limitation . The City covenants that no portion of the proceeds of the Series B Bonds will be used for costs of issuance of the Series B Bonds in excess of an a mount equal to 2% of the proceeds of the Series B Bonds, within the meaning of section 147(g)(1) of the Code. For this purpose, if the fees of the Series B Bonds Purchaser are retained as a discount on the purchase of the Series B Bonds, such retention shall be deemed to be an expenditure of proceeds of the Series B Bonds for said fees.

(xi) $150,000,000 Limitation. The City covenants to comply with the provisions of section 145(b) of the Code so as to assure that the aggregate amount of bonds allocated to the City does not exceed the limits specified in that section.

(xii) Status as a 501(c)(3) Corporation . The City shall require that any user, lessee or other entity that has precedential rights or privileges with respect to use o f the Series B Project (the "User") to provide an annual written certification to the City that contains the following:

(A) The User has received certain determination letters from the Internal Revenue Service classifying it as an organization (a) described in section 501(c)(3) of the Code which is exempt from federal income taxation under section 501(a) of the Code (except with respect to “unrelated business taxable income” within the meaning of section 512(a) of the Code) and (b) which is not a “private foundation” as defined in section 509(a) of the Code (together, the “Determination Letters”).

(B) Such Determination Letters have not been modified, limited, revoked or superseded.

(C) The User has not received any indication or notice, written or o ral, from representatives of the Internal Revenue Service to the effect that its exemption under section 501(c)(3) of the Code has been modified, limited, revoked, or superseded, or that the Internal Revenue Service is considering modifying, limiting, revoking or superseding such exemption.

(D) The User is in compliance with all of the terms, conditions and limitations, if any, contained in the Determination Letters.

(E) There has been no change in the facts and circumstances represented to the Intern al Revenue Service as a basis for receiving, and which formed the basis on which the Internal Revenue Service issued, the Determination Letters relating to the status of the User as an organization described in section 501(c)(3) of the Code and as an organization which is not a “private foundation” as defined in section 509 of the Code of a nature or to a degree as would warrant any

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action by the Internal Revenue Service to modify, limit, revoke or supersede such Determination Letter as it applies to the User.

(F) No administrative or judicial proceedings are pending or threatened which may, in any way, adversely affect the classification of the User as an organization (a) described in section 501(c)(3) of the Code which is exempt from federal income taxation under section 501(a) of the Code and (b) which is not a “private foundation” as defined in section 509 of the Code.

(G) The User is an organization organized and operated exclusively for charitable purposes and not for pecuniary profit, within the meaning of the Securities Act of 1933, as amended, and no part of the net earnings of the User inures to the benefit of any person, private stockholder or individual, within the meaning of section 3(a)(4) of the Securities Act of 1933, as amended.

(H) The User has consulted with counsel qualified and experienced in federal tax matters pertaining to 501(c)(3) corporations in making the determinations necessary to make these representations and covenants pertaining to complying with federal tax requirements with respect to the Series B Bonds.

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ARTICLE VI

THE PAYING AGENT

Section 6.01. Appointment of Paying Agent . U.S. Bank Trust Company, National Association, at its Principal Office in San Francisco, California , or in such other location as approved by the City, is hereby appointed Paying Agent for the Bonds. The Paying Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and, even during the continuance of an Event of Default, no implied covenants or obligations shall be read into this Agreement against the Paying Agent. The Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Agreement by executing and delivering to the City this Agreement.

The City may remove the Paying Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business in the State of California, having (or, if such bank or trust company is a member of a bank holding company, its parent holding company has) a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 6.01 the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Paying Agent may at any time resign by giving written notice to the City and the Bondowners of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Paying Agent by an instrument in writing. Any r esignation or removal of the Paying Agent and appointment of a successor Paying Agent shall become effective upon acceptance of appointment by the successor Paying Agent.

Section 6.02. Paying Agent May Hold Bonds . The Paying Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Paying Agent.

Section 6.03. Liability of Agents . The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Paying Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, nor shall incur any responsibility in respect thereof, other than as set forth in this Agreement. The Paying Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default.

In the absence of bad faith, the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinion s furnished to the Paying Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Paying Agent, the Paying Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.

The Paying Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that th e Paying Agent was negligent in ascertaining the pertinent facts.

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No provision of this Agreement shall require the Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

The Paying Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 6.04. Notice to Agents. The Paying Agent may rely and shall be protected in acting or refraining from act ing upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult w ith counsel, who may be of counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

Whenever in the administration of its duties under this Agreement the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Paying Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate shall be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Agreement upon the faith thereof, but in its discretion the Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 6.05. Compensation, Indemnification. The City shall pay to the Paying Agent from time to time reasonable compensation for all services rendered under this Agreement , and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement. A n Authorized Officer is hereby authorized to execute an agreement or agreements with the Paying Agent in connection with such fees and expenses. The City further agrees to indemnify and save the Paying Agent, its officers, employees, directors and agents, harmless against any liabilities, costs, claims and expenses of any kind which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or bad faith. Such indemnification shall survive the termination of this Agreement o r the resignation and removal of the Paying Agent.

Section 6.06. Funds and Accounts. The Paying Agent may establish such funds and accounts as it reasonably deems necessary or appropriate to perform its o bligations under this Agreement.

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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS

Section 7.01. Events of Default. The following shall constitute Events of Default under this Agreement:

(a) if default is made by the City in the due and punctual payment of the principal of any Bond when and as the same become s due and payable, whether at maturity as therein expressed or by declaration or otherwise; and

(b) if default is made by the City in the due and punctual payment of any installment of interest or premium on any Bond when and as such interest or premium installment becomes due and payable.

Section 7.02. Remedies of Bondowners. Upon the occurrence of an Event of Default, any Bondowner shall have the right, for the equal benefit and protection of all Bondowners similarly situated:

(a) by mandamus, suit, action or proceeding, to compel the City and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Agreement and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the City and the fulfillment of all duties imposed upon it; or

(b) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Bondowners' rights.

Section 7.03. Non-Waiver. Nothing in this Article or in any other provision of this Agreement, or in the Bonds, shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the principal of and interest and premium, if any, on the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of such Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds.

A waiver of any default by any Bondowner shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner of any of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Bondowners by this Article may b e enforced and exercised from time to time and as often as shall be deemed expedient by the Owners of the Bonds.

If a suit, action or proceeding to enforce any right or exercise any remedy be abandoned or determined adversely to the Bondowners, the City and the Bondowners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

Section 7.04. Remedies Not Exclusive. No remedy herein conferred upon the Owners of Bonds shall be exclusive of any other remedy and that each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereafter conferred on the Bondowners.

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ARTICLE VIII

SUPPLEMENTAL AGREEMENTS

Section 8.01. Amendments Permitted. With respect to any series of Bonds that are affected by a proposed amendment, this Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce th e interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the ad valorem taxes of the taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Paying Agent without its written consent.

This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:

(a) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City;

(b) to make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect;

(c) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Paying Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds;

(d) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with the provisions of the Code relating to required rebate of excess investment earnings to the United States, assure exclusion from gross income for federal income tax purposes of interest on the Bonds , or otherwise conform with the Code or the regulations promulgated under the Code; and

(e) to make any other change that does not materially adversely effect the Owners of the Bonds.

Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.

In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting.

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Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Paying Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. The Paying Agent shall mail a copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, by first class mail to each Owner of Bonds Outstanding that are affected by a proposed amendment, but failure to mail copies of such Supplemental Agreement and request shall not affect the validi ty of the Supplemental Agreement when assented to as provided in this Section.

Such Supplemental Agreement shall not become effective unless there shall be filed with the Paying Agent the written consents of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding that are affected by a proposed amendment (exclusive of Bonds disqualified as provided in Section 8.04) and a notice has been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which shall be such as is permitted by Section 9.04.

Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner ( whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Paying Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.

After the Owners of the required percentage of Bonds have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners by first class mail stating in substance that the Supplemental A greement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). The City shall file proof of the mailing of such notice with the Paying Agent. A record, consisting of the papers required by this Section to be filed with the Paying Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective and shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City, the Paying Agent and the Owners of all Bonds at the expiration of 60 days after the filing by the City with the Paying Agent of the proof of mailing of such notice, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such 60-day period.

Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective under this Article, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

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Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments .

The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of such Owner’s Bond for that purpose at the Principal Office of the Paying Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed and de livered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Paying Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.

Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds.

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ARTICLE IX

MISCELLANEOUS

Section 9.01. Benefits of Agreement Limited to Parties . Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City, the Paying Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or ag reements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Paying Agent.

Section 9.02. Successor is Deemed Included in All References to Predecessor .

Whenever in this Agreement or any Supplemental Agreement either the City or the Paying Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Paying Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Agreement. The City shall have the option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:

(a) by paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;

(b) by depositing with the Paying Agent or other agent designated by the City, in trust, at or before maturity, money which, together with, in the event of a discharge of all of the Bonds, the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and 4.03 is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or

(c) by irrevocably depositing with the Paying Agent or other agent designated by the City, in trust, cash and Federal Securities in such amount as the City shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and, in the event of a discharge of all of the Bonds, moneys then on deposit in the fund and accounts provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates.

If the City has taken any of the actions specified in (a), (b) or (c) above, and if such Bonds are to be redeemed prior to the maturity thereof , notice of such redemption has been given as provided in this Agreement or provision satisfactory to the Paying Agent has been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds have not been surrendered fo r payment, the pledge of the funds and moneys provided for in this Agreement and all other obligations of the City under this Agreement with respect to such Bonds Outstanding shall cease and terminate. Notice of such election shall be filed with the Payin g Agent.

Notwithstanding the foregoing, the obligation of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Paying Agent under Section 6.05 shall continue in any event.

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Upon compliance by the City with the foregoing with respect to all Bonds Outstanding, any funds held by the Paying Agent after payment of all fees and expenses of the Paying Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the City.

Section 9.04. Execution of Documents and Proof of Ownership by Owners . Any request, declaration or other instrument which this Agreeme nt may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Paying Agent in good faith and in accordance therewith.

Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.06. Notices to and Demands on City and Paying Agent . Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Paying Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box addresse d (until another address is filed by the City with the Paying Agent) to:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Attn: Director of Finance

Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Paying Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Paying Agent with the City) to:

U.S. Bank Trust Company, National Association
One California Street, Suite 2600
San Francisco, CA 94108
Attn: Corporate Trust

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Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement is for any reason held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentenc e, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys . Anything contained herein to the contrary notwithstanding, any moneys held by the Paying Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two years after the date when the payments of such principal, interest and premium have become payable, if such moneys were held by the Paying Agent at such date, shall be repaid by the Paying Agent to the City as its absolute property free from any trust hereunder, and the Paying Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds.

Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9.11. Conclusive Evidence of Regularity. Bonds issued under this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the ad valorem taxes securing the payment of the Bonds.

Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken under this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date.

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and the Paying Agent has caused this Agreement to be executed in its name, all as of the date first written above.

CITY OF SANTA CLARA

By:

Jōvan Grogan
City Manager

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Paying Agent

By:

Authorized Officer

A-1

EXHIBIT A

FORM OF SERIES A BOND

No._______________ $______________________

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

CITY OF SANTA CLARA
ELECTION OF 2024 GENERAL OBLIGATION BONDS,
2026 SERIES A

Interest Rate Maturity Date Issue Date CUSIP
August 1, _____ _________, 2026

REGISTERED OWNER: Cede & Co.

PRINCIPAL SUM:___________ DOLLARS

The CITY OF SANTA CLARA, a charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the “Owner”), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawfu l money of the United States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless (i) this Bond is authenticated on an interest payment date, in which event it shall bear interest from such date of authentication, or (ii) this Bond is authenticated prior to an interest payment date and after the close of business on the fifteenth day of the month preceding such interest payment date, in which event it shall bear interest from such interest payment date, or (iii) this Bond is authenticated on or prior to July 15, 2026, in which event it shall bear interest from the Issue Date stated above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on this Bond) until payment of such Principal Sum in full, at the rate per annum stat ed above, payable on February 1 and August 1 in each year, commencing August 1, 2026, calculated on the basis of 360-day year composed of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable at the corporate trust office of U.S. Bank Trust Company, National Association (the “Paying Agent”), in San Francisco, California, or in such other location as approved by the City. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check mailed on the applicable Interest Payment Date to the Owner at his or her address as it appears on the registration books maintained by the Paying Agent as of the close of business on the fifteenth day of the month next preceding such interest payment date, or at such other address as the Owner may have filed with th e Paying Agent for that purpose.

A-2
This Bond is one of a duly authorized issue of bonds of the City designated as “ City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series A” (the “Bonds”), in an aggrega te original principal amount of $____________, all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued under Article 4.5 (commencing with Section 53506) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”), a resolution adopted by the City Council of the City on ________________, 2026 (the “Resolution”), and a Paying Agent Agreement da ted as of February 1, 2026 (the “Agreement”) between the City and the Paying Agent. Reference is hereby made to the Resolution and the Agreement (copies of which are on file at the office of the Paying Agent) and the Act for a description of the terms on which the Bonds are issued and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and obligations of the City thereunder, to all of the provisions of which the Owner of this Bond, by acceptance hereof, assents and agrees.

The Bonds have been issued to finance the costs of acquiring and constructing certain public capital improvements within the City authorized by Measure I, which was approved by more than two-thirds of the electors voting at an election duly and regularly held in the City on November 5, 2024.

This Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Agreement) are general obligations of the City and the City has the power, is obligated and has covenanted to levy ad valorem taxes for the payment of the Bonds and the interest thereon, in accordance with all relevant provisions of law. The City has covenanted in the Agreement to direct the County of Santa Clara to levy and collect such ad valorem taxes in such amounts and at such times is necessary to ensure the timely payment of debt service on the Bonds.

The Bonds maturing on or before August 1, 20__, are not subject to redemption prior to their respective maturity dates. The Bonds maturing on or after August 1, 20 __, are subject to redemption prior to their respective maturity dates, at the option of the City, on any date on and after August 1, 20 __, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the date of redemption, without premium.

The Bonds maturing on August 1, 20__ (the “20__ Term Bonds”), are subject to mandatory sinking payment rede mption in part on August 1, 20 __, and on each August 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinkin g payments as follows:

20__ Term Bonds

Redemption Date
(August 1)
Sinking
Payments

20__ (maturity)

A-3
The amounts in the foregoing table shall be reduced as a result of any prior partial optional redemption of the Bonds as specified in writing by an Authorized Officer to the Paying Agent.

As provided in the Agreement, the Paying Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Paying Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein , shall not affect the validity of the proceedings for the redemption of such Bonds.

If this Bond is called for redemption and payment is duly provided therefor as specified in the Agreement, interest shall cease to accrue hereon from and after the date fixed for redemption.

The Bonds are issuable as fully registered Bonds, without coupons, in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the A greement, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity.

This Bond is transferable by the Owner hereof, in person or by his attorney duly authorized in writing, at said office of the Paying Agent in San Francisco, California, but only in the manner and subject to the limitations provided in the Agreement, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of authorized denomination or denominations, for the same aggregat e principal amount and of the same maturity will be issued to the transferee in exchange herefor.

The City and the Paying Agent may treat the Owner hereof as the absolute owner hereof for all purposes, and the City and the Paying Agent shall not be affect ed by any notice to the contrary.

The Agreement may be amended without the consent of the Owners of the Bonds to the extent set forth in the Agreement.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New Y ork corporation (“DTC”), to the Paying Agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is ma de to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),

ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regula r time and manner as required by the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Agreement.

A-4
This Bond shall not be entitled to any benefit under the Agreement or become valid or obligatory for any purpose until the Certificate of Authentication hereon has been signed by the Paying Agent.

A-5
IN WITNESS WHEREOF, the City of Santa Clara has caused this Bond to be executed in its name and on its behalf with the facsimile signatures of its City Manager, its Director of Finance, and attested with the facsimile signature of its Assistant City Clerk, all as of the Issue Date stated above.

CITY OF SANTA CLARA

By:

Jōvan Grogan
City Manager

By:

Kenn Lee
Director of Finance

ATTEST:

Nora Pimental, MMC
Assistant City Clerk

A-6
[FORM OF PAYING AGENT’S CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Bonds described in the within-mentioned Agreement.

Date of Authentication: __________, 2026 U.S. Bank Trust Company, National Association,
as Paying Agent

Authorized Signatory

A-7

ASSIGNMENT

For value received, the undersigned do(es) hereby sell, assign and transfer unto the within

(Name, Address and Tax Identification or Social Security Number of Assignee)

the within Bond and do(es) hereby irrevocably constitute and appoint ______________________,
attorney, to transfer the same on the registration books of the Paying Agent, with full power of substitution in the premises.

Dated:_______________________ _____________________________________ Notice: The signature(s) on this assignment
must correspond with the name(s) as written on
the face of the within Bond in every particular
without alteration or enlargement or any change
whatsoever.

Signature Guaranteed:

Notice: Signature(s) must be guaranteed by
a qualified guarantor institution

A-8

FORM OF SERIES B BOND

No._______________ $______________________

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

CITY OF SANTA CLARA
ELECTION OF 2024 GENERAL OBLIGATION BONDS,
2026 SERIES B (QUALIFIED 501(C)(3) BONDS)

Interest Rate Maturity Date Issue Date CUSIP
August 1, _____ __________, 2026

REGISTERED OWNER: Cede & Co.

PRINCIPAL SUM:___________ DOLLARS

The CITY OF SANTA CLARA, a charter city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the “Owner”), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless (i) this Bond is authenticated on an interest payment date, in which event it shall bear interest from such date of authentication, or (ii) this Bond is authenticated prior to an interest payment date and after the close of business on the fifteenth day of the month preceding such interest payment date, in which event it shall bear interest from such interest payment date, or (iii) this Bond is authenticated on or prior to July 15, 2026, in which event it shall bear interest from the Issue Date stated above; pro vided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on this Bond) until payment of such Principal Sum in full, at the rate per annum stated above, payable on February 1 and August 1 in each year, commencing August 1, 2026, calculated on the basis of 360-day year composed of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable at the corporate trust office of U.S. Bank Trust Company, National Association (the “Paying Agent”), in San Francisco, California, or in such other location as approved by the City. Interest hereon (inclu ding the final interest payment upon maturity or earlier redemption) is payable by check mailed on the applicable Interest Payment Date to the Owner at his or her address as it appears on the registration books maintained by the Paying Agent as of the clos e of business on the fifteenth day of the month next preceding such interest payment date, or at such other address as the Owner may have filed with the Paying Agent for that purpose.

A-9
This Bond is one of a duly authorized issue of bonds of the City design ated as “ City of Santa Clara (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds)” (the “Bonds”), in an aggregate original principal amount of $_________________, all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued under Article 4.5 (commencing with Section 53506) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”), a resolution adopted by the City Council of the City on ________________, 2026 (the “Resolution”), and a Paying Agent Agreement dated as of February 1, 2026 (the “Agreement”) be tween the City and the Paying Agent. Reference is hereby made to the Resolution and the Agreement (copies of which are on file at the office of the Paying Agent) and the Act for a description of the terms on which the Bonds are issued and the rights there under of the owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and obligations of the City thereunder, to all of the provisions of which the Owner of this Bond, by acceptance hereof, assents and agrees.

The Bonds have been issued to finance the costs of acquiring and constructing certain public capital improvements within the City authorized by Measure I, which was approved by more than two-thirds of the electors voting at an election duly and regularly held in the City on November 5, 2024.

This Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Agreement) are general obligations of the City and the City has the power, is obligated and has covenanted to levy ad valorem taxes for the payment of the Bonds and the interest thereon, in accordance with all relevant provisions of law. The City has covenanted in the Agreement to direct the County of Santa Clara to levy and collect such ad valorem taxes in such amounts and at such times is necessary to ensure the timely payment of debt service on the Bonds.

The Bonds maturing on or before August 1, 20__, are not subject to redemption prior to their respective maturity dates. The Bonds maturing on or afte r August 1, 20 __, are subject to redemption prior to their respective maturity dates, at the option of the City, on any date on and after August 1, 20 __, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the date of redemption, without premium.

The Bonds maturing on August 1, 20__ (the “20__ Term Bonds”), are subject to mandatory sinking payment redemption in part on August 1, 20 __, and on each August 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

20__ Term Bonds

Redemption Date
(August 1)
Sinking
Payments

20__ (maturity)

A-10
The amounts in the foregoing table shall be reduced as a result of any prior partial optional redemption of the Bonds as specified in writing by an Authorized Officer to the Paying Agent.

As provided in the Agreement, the Paying Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemp tion, to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Paying Agent; but such mailing shall not be a condition precedent to such redemptio n and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.

If this Bond is called for redemption and payment is duly provided therefor as specified in the Agreement, interest shall cease to accrue hereon from and after the date fixed for redemption.

The Bonds are issuable as fully registered Bonds, without coupons, in denominations of $5,000 and any integral multiple thereof. Subject to the limitations a nd conditions and upon payment of the charges, if any, as provided in the Agreement, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity.

This Bond is transferable by the Owner hereof, in person or by his attorney duly authorized in writing, at said office of the Paying Agent in San Francisco, California, but only in the manner and subject to the limitations provided in the Agreement, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor.

The City and the Paying Agent may treat the Owner hereof as the absolute owner hereof for all purposes, and the City and the Paying Agent shall not be affected by any notice to the contrary.

The Agreement may be amended without the consent of the Owners of the Bonds to the extent set forth in the Agreement.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Paying Agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),

ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California, and that the amount of this Bond, together with all other i ndebtedness of the City, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Agreement.

A-11
This Bond shall not be entitled to any benefit under the Agreemen t or become valid or obligatory for any purpose until the Certificate of Authentication hereon has been signed by the Paying Agent.

A-12
IN WITNESS WHEREOF, the City of Santa Clara has caused this Bond to be executed in its name and on its behalf with the facsimile signatures of its City Manager, its Director of Finance, and attested with the facsimile signature of its Assistant City Clerk, all as of the Issue Date stated above.

CITY OF SANTA CLARA

By:

Jōvan Grogan
City Manager

By:

Kenn Lee
Director of Finance

ATTEST:

Nora Pimental, MMC
Assistant City Clerk

A-13
[FORM OF PAYING AGENT’S CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Bonds described in the within-mentioned Agreement.

Date of Authentication: __________ U.S. Bank Trust Company, National Association,
as Paying Agent

Authorized Signatory

A-14

ASSIGNMENT

For value received, the undersigned do(es) hereby sell, assign and transfer unto the within

(Name, Address and Tax Identification or Social Security Number of Assignee)

the within Bond and do(es) hereby irrevocably constitute and appoint ______________________,
attorney, to transfer the same on the registration books of the Paying Agent, with full power of substitution in the premises.

Dated:_______________________ _____________________________________ Notice: The signature(s) on this assignment
must correspond with the name(s) as written on
the face of the within Bond in every particular
without alteration or enlargement or any change
whatsoever.

Signature Guaranteed:

Notice: Signature(s) must be guaranteed by
a qualified guarantor institution

B-1

EXHIBIT B

FORM OF PROJECT FUND REQUISITION

$_____________
City of Santa Clara
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series A

$_____________
City of Santa Clara
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series B (Qualified 501(c)(3) Bonds)

WRITTEN REQUISITION NO. _____

FOR DISBURSEMENT FROM THE PROJECT FUND

The undersigned hereby states and certifies as follows:

(i) The undersigned is the _________________ of the City of Santa Clara (the “City”), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same.

(ii) Pursuant to Section 4.01 of that certain Paying Agent Agreement dated as of February 1, 2026 (the “Paying Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as paying agent (the “Paying Agent”), the undersigned hereby authorizes the disbursement from the Project Fund established under the Paying Agent Agreement, for the Project Costs set forth on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such cost for the purposes set forth on Schedule A, and all such payments shall be made by check or wire transfer in accordance with payment instructions contained in Schedule A. The Paying Agent shall have no duty or obligation to authenticate such payment instructions or the authorization thereof.

(iii) The amounts to be disbursed constitute Project Costs.

(iv) Such amounts are required to be disbursed pursuant to a contract entered into by or on behalf of the City, or were necessarily and reasonably incurred and such amounts are not being paid in advance of the time, if any, fixed for payment.

(v) No amount set forth in Schedule A was included in any certificate requesting disbursement of Project Costs previously filed with the Paying Agent pursuant to Section 4.01 of the Paying Agent Agreement.

B-2
Capitalized terms not otherwise defined shall have the meanings set forth in the Paying Agent Agreement.

Dated: ________________ CITY OF SANTA CLARA

By

Title

B-3

SCHEDULE A

Payee Name and Address Purpose of Obligation
Series A Account
Disbursement
Amount
Series B Account
Disbursement
Amount

C-1

EXHIBIT C

FORM OF COSTS OF ISSUANCE FUND REQUISITION

$_____________
City of Santa Clara
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series A

$_____________
City of Santa Clara
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series B (Qualified 501(c)(3) Bonds)

WRITTEN REQUISITION NO. _____

FOR DISBURSEMENT FROM THE COSTS OF ISSUANCE FUND

The undersigned hereby states and certifies as follows:

(i) The undersigned is the _________________ of the City of Santa Clara (the “City”), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same.

(ii) Pursuant to Section 4.04 of that certain Paying Agent Agr eement dated as of February 1, 2026 (the “Paying Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as paying agent (the “Paying Agent”), the undersigned hereby authorizes the disbursement from the Costs of Issuance Fund established under the Paying Agent Agreement, for the costs set forth on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such cost for the purposes set forth on Schedule A, and all such payments s hall be made by check or wire transfer in accordance with payment instructions contained in Schedule A. The Paying Agent shall have no duty or obligation to authenticate such payment instructions or the authorization thereof.

(iii) The amounts to be disbursed constitute Costs of Issuance.

(iv) Such amounts are required to be disbursed pursuant to a contract entered into by or on behalf of the City, or were necessarily and reasonably incurred and such amounts are not being paid in advance of the time, if any, fixed for payment.

(v) No amount set forth in Schedule A was included in any certificate requesting disbursement of Costs of Issuance previously filed with the Paying Agent pursuant to Section 4.04 of the Paying Agent Agreement.

C-2
Capitalized terms not otherwise defined shall have the meanings set forth in the Paying Agent Agreement.

Dated: ________________ CITY OF SANTA CLARA

By

Title

C-3

SCHEDULE A

Payee Name and Address Purpose of Obligation
Series A Account
Disbursement
Amount
Series B Account
Disbursement
Amount

D-1

EXHIBIT D

PROPOSED PROJECT LIST

Project Category
Estimated Project Costs
to be Financed
Series A Bonds
Estimated Project Costs
to be Financed
Series B Bonds
Streets and Transportation $27,370,000 $0
Fire Stations and Emergency Response $12,285,450 $0
Police Facilities $805,000 $0
Parks, Library, Senior Center, and Aquatics Facilities $14,238,750 $24,200,000 Storm Drain System Improvements $16,585,300 $0
Historic Buildings and Beautification $0 $1,150,000
Estimated Totals $71,284,500 $25,350,000

PRELIMINARY OFFICIAL STATEMENT DATED _____________, 2025 NEW ISSUE - FULL BOOK-ENTRY RATINGS: Moody’s: “_____”
S&P: “_____”
See “RATINGS” herein
In the opinion of Jones Hall LLP, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of t ax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See "LEGAL MATTERS – Tax Exemption."
$_________*

CITY OF SANTA CLARA
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series A
$__________*

CITY OF SANTA CLARA
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series B
(Qualified 501(c)(3) Bonds)
Dated: Date of Delivery Due: August 1, as shown on inside cover Cover Page. This cover page contains information for quick reference only. It is not a summary of all the provisions of the Bonds. Investors must read the entire official statement to obtain information essential to making an informed investment decision.

Authority and Purpose. The above-captioned Election of 2024 General Obligation Bonds, 2026 Series A (the “Series A Bonds”) and the Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds) (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”), are being issued by the City of Santa Clara (the “City”) pursuant to certain provisions of the California Government Code, a resolution of the City Council of the City adopted on ______, 2025, and a Paying Agent Agreement by and between the City and U.S. Bank Trust Company, National Association, as paying agent for the Bonds (the “Paying Agent”), dated as of February 1, 2026 (the “Paying Agent Agreement”). The Bonds were authorized at an election of the registered voters of the City held on November 5, 2024, which authorized the issuance of $400,000,000 principal amount of general obligation bonds for the purpose of providing funds for certain municipal improvements within the City . The Series A Bonds and the Series B Bonds are the first and second series of bonds, respectively, to be used under the Bond Measure (as defined herein). See “THE BONDS – Authority for Issuance” and “THE FINANCING PLAN” herein.

Security. The Bonds are general obligations of the City, payable solely from ad valorem property taxes levied by the City and collected by Santa Clara County (the “County”). The City Council is empowered and is obligated to annually levy ad valorem property taxes for the payment of interest on, and principal of, the Bonds upon all property subject to taxation by the City, without limitation of rate or amount (except certain personal property that is taxable at limited rates). See “SECURITY FOR THE BONDS.” Payments. The Bonds are dated the date of delivery set forth below and accrue interest at the rates set forth on the inside cover page hereof, payable semiannually on each February 1 and August 1 until maturity, commencing August 1, 2026. Payments of principal of and interest on the Bonds will be paid by the Paying Agent, the designated paying agent, registrar and transfer agent, to DTC for subsequent disbursement to DTC Participants who will remit such payments to the beneficial owners of the Bonds. See “THE BONDS - Description of the Bonds.”
Redemption.* The Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as described herein. See discussion of redemption under the heading “THE BONDS.” Book-Entry Only. The Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC”), New York, New York. Purchasers will not receive physical certificates representing their interests in the Bonds. See APPENDIX E for additional information about the book-entry only system.

Maturity Schedules
(See inside cover)
The Bonds will be sold and awarded through two separate competitive bidding processes both to be held on ______, 2026, as set forth in the two separate Official Notices of Sale for the Bonds. The Bonds are offered when, as and if issued, subject t o the approval as to their legality by Jones Hall LLP, Bond Counsel. Certain legal matters also will be passed upon for the City by Jones Hall LLP, as Disclosure Counsel. It is anticipated that the Bonds, in book -entry form, will be available for delivery through t he facilities of DTC, on or about February 4, 2026*.

The date of this Official Statement is January __, 2026. * Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment . These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Agenda Version

MATURITY SCHEDULES* $__________* CITY OF SANTA CLARA (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series A (Base CUSIP†: 801400) $_________ Serial Bonds Maturity Date (August 1) Principal Amount Interest Rate Yield Price CUSIP† $________ ____% Term Bonds maturing August 1, 20__; Yield: ___%; CUSIP†: ___ [Continued on the next page] *Preliminary; subject to change. † CUSIPÒ is a registered trademark of the American Bankers Association. All rights reserved. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc on behalf of The American Bankers Association. CUSIP numbers are provided for convenience of reference only. Neither the City nor the Series A Bonds Purchaser take any responsibility for the accuracy of the CUSIP data.

MATURITY SCHEDULES* [Continued from Previous Page] $__________* CITY OF SANTA CLARA (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds) (Base CUSIP†: 801400) $_________ Serial Bonds Maturity Date (August 1) Principal Amount Interest Rate Yield Price CUSIP† $________ ____% Term Bonds maturing August 1, 20__; Yield: ___%; CUSIP†: ___ *Preliminary; subject to change. † CUSIPÒ is a registered trademark of the American Bankers Association. All rights reserved. CUSIP data herein is provided by CUSIP Global Services, managed by FactSet Research Systems Inc on behalf of The American Bankers Association. CUSIP numbers are provided for convenience of reference only. Neither the City nor the Series B Bonds Purchaser take any responsibility for the accuracy of the CUSIP data.

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract between any bond owner and the City or the Purchasers. No Offering Except by This Official Statement. No dealer, broker, salesperson or other person has been authorized by the City or the Purchasers to give any information or to make any representations relating other than those contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Purchasers. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Information in Official Statement. The information set forth in this Official Statement has been furnished by the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City or any other entity described or referenced herein, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City or any other entity described or referenced herein since the date hereof. Stabilization of and Changes to Offering Prices. The Purchasers may overallot or take other steps that stabilize or maintain the market prices of the Bonds at levels above those that might otherwise prevail in the open market. If commenced, the Purchasers may discontinue such market stabilization at any time. The Purchasers may offer and sell the Bonds to certain securities dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page of this Official Statement, and those public offering prices may be changed from time to time by the Purchasers. Document Summaries. All summaries of the Paying Agent Agreement or other documents referred to in this Official Statement are made subject to the provisions of such documents and qualified in their entirety to reference to such documents, and do not purport to be complete statements of any or all of such provisions. No Securities Laws Registration. The Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon exceptions therein for the issuance and sale of municipal securities. The Bonds have not been registered or qualified under the securities laws of any state. Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, give rise to any implication that there has been no change in the affairs of the City, or the other parties described in this Official Statement, or the condition of the property within the City since the date of this Official Statement. Website. The City maintains a website. However, the information presented on the website is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds.

CITY OF SANTA CLARA (SANTA CLARA COUNTY, CALIFORNIA) MEMBERS OF THE CITY COUNCIL Lisa M. Gillmor, Mayor Kelly G. Cox, Vice Mayor Albert Gonzalez, Councilmember Raj Chahal, Councilmember Karen Hardy, Councilmember Kevin Park, Councilmember Sudhanshu Jain, Councilmember CITY OFFICIALS AND STAFF Jōvan Grogan, City Manager Bob O’Keefe, City Clerk Glen R. Googins, City Attorney Kenn Lee, Director of Finance PROFESSIONAL SERVICES BOND COUNSEL AND DISCLOSURE COUNSEL Jones Hall LLP San Mateo, California MUNICIPAL ADVISOR PFM Financial Advisors LLC San Francisco, California BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT U.S. Bank Trust Company, National Association San Francisco, California

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TABLE OF CONTENTS
Page
INTRODUCTION .................................................................................................................................................... 1 The City ............................................................................................................................................................. 1 Sources of Payments for the Bonds .................................................................................................................. 1 Purposes for Issuance ....................................................................................................................................... 2 Authority for Issuance ........................................................................................................................................ 2 Description of the Bonds .................................................................................................................................... 2 Legal Matters ..................................................................................................................................................... 2 Tax Matters ........................................................................................................................................................ 2 Offering and Delivery of the Bonds .................................................................................................................... 3 Continuing Disclosure ........................................................................................................................................ 3 Other Information ............................................................................................................................................... 3 THE FINANCING PLAN ......................................................................................................................................... 4 Purpose of Issue ................................................................................................................................................ 4 SOURCES AND USES OF FUNDS ....................................................................................................................... 5 THE BONDS .......................................................................................................................................................... 6 Authority for Issuance ........................................................................................................................................ 6 Description of the Bonds .................................................................................................................................... 6 Payment ............................................................................................................................................................. 7 Redemption ....................................................................................................................................................... 7 Registration, Transfer and Exchange of Bonds ................................................................................................. 9 Defeasance ...................................................................................................................................................... 10 DEBT SERVICE SCHEDULES ............................................................................................................................ 11 SECURITY FOR THE BONDS ............................................................................................................................ 13 Ad Valorem Taxes ........................................................................................................................................... 13 Debt Service Funds ......................................................................................................................................... 14 Bond Fund ....................................................................................................................................................... 14 Limited Obligation ............................................................................................................................................ 14 PROPERTY TAXATION ...................................................................................................................................... 15 Property Tax Collection Procedures ................................................................................................................ 15 Taxation of State-Assessed Utility Property .................................................................................................... 16 Assessed Valuation ......................................................................................................................................... 16 Alternative Method of Tax Apportionment - Teeter Plan .................................................................................. 20 Reassessments and Appeals of Assessed Value ........................................................................................... 21 Tax Rates ........................................................................................................................................................ 22 Major Taxpayers .............................................................................................................................................. 23 Direct and Overlapping Debt ........................................................................................................................... 23 CONSTITUTIONAL AND STATUTORY PROVISIONS ....................................................................................... 25 AFFECTING CITY REVENUES AND APPROPRIATIONS ................................................................................. 25 Article XIIIA of the State Constitution ............................................................................................................... 25 Legislation Implementing Article XIIIA ............................................................................................................. 25 Article XIIIB of the State Constitution ............................................................................................................... 26 Articles XIIIC and XIIID of the State Constitution ............................................................................................. 26 Proposition 62 .................................................................................................................................................. 27 Possible Future Initiatives ................................................................................................................................ 29 LEGAL MATTERS ............................................................................................................................................... 29 Tax Exemption ................................................................................................................................................. 29 Continuing Disclosure ...................................................................................................................................... 31 Absence of Material Litigation .......................................................................................................................... 31 RATINGS ............................................................................................................................................................. 32 MUNICIPAL ADVISOR ........................................................................................................................................ 32 COMPETITIVE SALE OF BONDS ....................................................................................................................... 33

APPENDIX A - FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE

CITY OF SANTA CLARA AND SANTA CLARA COUNTY
APPENDIX B - ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR YEAR ENDED JUNE 30, 2025

APPENDIX C - PROPOSED FORMS OF OPINIONS OF BOND COUNSEL

APPENDIX D - FORMS OF CONTINUING DISCLOSURE CERTIFICATES

APPENDIX E - DTC AND THE BOOK-ENTRY ONLY SYSTEM

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INTENTIONALLY LEFT BLANK

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__________________________________ OFFICIAL STATEMENT __________________________________ $_________* CITY OF SANTA CLARA (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series A $__________* CITY OF SANTA CLARA (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds) The purpose of this Official Statement, which includes the cover page, inside cover page and attached appendices, is to set forth certain information concerning the sale and delivery of (i) Election of 2024 General Obligation Bonds, 2026 Series A (the “Series A Bonds”), and (ii) Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds) (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”) by the City of Santa Clara (the “City”). INTRODUCTION This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. The City The City is located in Santa Clara County (the “County”) at the southern end of the San Francisco Bay, approximately 45 miles southeast of San Francisco and three miles west of downtown San José. Encompassing a total area of approximately 18.28 square miles within northern Santa Clara County, the City is situated in the heart of “Silicon Valley” and is surrounded by the Diablo Mountain Range to the east and the Santa Cruz mountains to the west. The City is a charter city and is comprised of a mix of residential, office and commercial retail businesses. The City regularly hosts large events, and is scheduled to host the Superbowl and FIFA World Cup games in 2026. For more information regarding the City and its finances, see APPENDIX A and APPENDIX B. Source of Payment for the Bonds The Bonds are general obligations of the City payable solely from ad valorem property taxes levied by the City and collected by the County. The City Council is empowered and obligated to annually levy ad valorem property taxes for the payment of interest on, and principal of, the Bonds upon all property subject to taxation by the City, without limitation of rate or amount (except

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with respect to certain personal property that is taxable at limited rates). See “SECURITY FOR THE BONDS” and “PROPERTY TAXATION.” Purposes for Issuance The net proceeds of the Bonds will be used to finance the costs of acquiring and constructing certain public capital improvements within the City, as approved at an election of the City’s voters, and to pay costs of issuing the Bonds. See “THE FINANCING PLAN." Authority for Issuance The Bonds are being issued under the provisions of Article 4.5 (commencing with Section 53506) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Bond Law”), and pursuant to and consistent with a resolution adopted by the City Council of the City on ______, 2026 (the “Bond Resolution”), and a Paying Agent Agreement by and between the City and U.S. Bank Trust Company, National Association, as Paying Agent (the “Paying Agent”), dated as of February 1, 2026 (the “Paying Agent Agreement”). See “THE BONDS - Authority for Issuance.” Description of the Bonds Generally. The Bonds will be issued as current interest bonds, will be dated their date of delivery (the “Dated Date”) and will be issued as fully registered bonds, without coupons, in the denominations of $5,000 or any integral multiple thereof. The Bonds will mature on August 1 in the years indicated on the inside cover page hereof. The Bonds will accrue interest from the Dated Date, which is payable semiannually on February 1 and August 1 of each year, commencing August 1, 2026. See “THE BONDS – Description of the Bonds” and APPENDIX E. Redemption.* The Bonds are subject to redemption prior to maturity as described under the heading “THE BONDS – Redemption." Legal Matters Issuance of the Bonds is subject to the approving opinions of Jones Hall LLP, San Mateo, California, as bond counsel (“Bond Counsel”), to be delivered in substantially the respective forms attached hereto as APPENDIX C. Jones Hall LLP, San Mateo, California, will also serve as disclosure counsel to the City (“Disclosure Counsel”). Tax Matters In the opinion of Bond Counsel, interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from State of California (the “State”) personal income taxes. See “LEGAL MATTERS – Tax Exemption” for additional information, and APPENDIX C for the forms of Bond Counsel’s opinions to be delivered concurrently with the Bonds. * Preliminary; subject to change.

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Offering and Delivery of the Bonds The Bonds are offered when, as and if issued and received by the Purchasers, subject to approval as to the legality by Bond Counsel. It is anticipated that the Bonds will be available for delivery through the facilities of DTC on or about the date set forth on the front cover. Continuing Disclosure The City has covenanted and agreed that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificates with respect to the Series A Bonds and the Series B Bonds. The forms of the Continuing Disclosure Certificates are included in APPENDIX D. See also “CONTINUING DISCLOSURE." Cyber Risks The City, like other governmental and business entities, faces risks relating to the use and application of computer software and hardware for operational and management purposes. The City collects, processes, and distributes a large amount of private, protected and personal information and, as the custodian of such information, may face cybersecurity threats, attacks or incidents. No assurance can be given that future cyber threats or attacks against the City or third-party entities or service providers will not directly or indirectly impact the City or the owners of the Bonds, including the possibility of impacting the timely payments of debt service on the Bonds or timely filings pursuant to the City’s continuing disclosure undertakings, described in more detail herein. See APPENDIX A “FINANCIAL INFORMATION – Disclaimer Regarding Cyber Risks.” Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of documents referred to in this Official Statement and information concerning the Bonds are available from the City of Santa Clara City Clerk, 1500 Warburton Avenue, Santa Clara, California 95050, (408) 615-2220. The City may impose a charge for copying, mailing and handling. This Official Statement is not to be construed as a contract between any bond owner and the City or the Purchasers. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. The summaries and references to documents, statutes and constitutional provisions referred to herein do not purport to be comprehensive or definitive, and are qualified in their entireties by reference to each of such documents, statutes and constitutional provisions. The information set forth herein has been obtained from official sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the City. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.

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THE FINANCING PLAN Purpose of Issue The proceeds of the Bonds will be used to finance projects approved by more than the requisite two-thirds of City voters that voted at an election held in the City on November 5, 2024 (the “Bond Election”), and to pay the costs of issuing the Bonds. The abbreviated form of the ballot measure, labeled Measure I (the “Bond Measure”), is set forth below: “To improve 911 emergency response; fix streets to reduce potholes and provide safer roads and routes for drivers, pedestrians, and cyclists; upgrade storm drains/pipes to prevent flooding/sinkholes; and renovate/replace recreation, library and other community facilities; shall the City of Santa Clara's measure authorizing $400,000,000 in bonds, funded by levying an estimated $19 per $100,000 of assessed value while bonds are outstanding, generating approximately $21,674,000 annually, with annual audits and citizen oversight of spending, be adopted?” The Series A Bonds and the Series B Bonds will be the first and second series of bonds, respectively, issued pursuant to the authority received at the Bond Election. Following the issuance of the Bonds, $________* of unissued capacity will remain under the Bond Election. In addition to the abbreviated statement of the ballot measure, as part of the sample ballot materials, in accordance with the requirements of California law, City voters were presented with a full text of the ballot measure, which, among other items, included an expenditure plan identifying to City voters the types of projects eligible for funding from proceeds of bonds approved at the Bond Election (the “Bond Measure Expenditure Plan”). The City expects to use net proceeds of the Bonds to make capital improvements to City facilities, including: streets and transportation; fire stations and emergency response facilities; public facilities; parks, library, senior center and aquatic facilities; storm drain systems; and historic buildings (collectively, the “Project”). The City makes no representation as to the specific application of the proceeds of the Bonds attributable to the Bond Measure, the completion of any projects listed on the Bond Measure Expenditure Plan, or whether bonds authorized by the Bond Measure will provide sufficient funds to complete any particular project listed in the Bond Measure Expenditure Plan. * Preliminary; subject to change.

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SOURCES AND USES OF FUNDS The estimated sources and uses of funds with respect to the Bonds are as follows: Sources of Funds Series A Bonds Series B Bonds Total Principal Amount of Bonds Plus: [Net] Original Issue Premium Total Sources Uses of Funds Deposit to Series A Project Fund Deposit to Series B Project Fund Deposit to Debt Service Fund Costs of Issuance* Total Uses *All estimated costs of issuance including, but not limited to, Purchasers’ discount, printing costs, and fees of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Paying Agent and the rating agency.

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THE BONDS Authority for Issuance The Bonds will be issued under the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53506 thereof, the Bond Resolution and the Paying Agent Agreement. Description of the Bonds Book-Entry Form. The Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchasers of the Bonds (the “Beneficial Owners”) will not receive physical certificates representing their interest in the Bonds. Payments of principal of and interest on the Bonds will be paid by the Paying Agent to DTC for subsequent disbursement to DTC Participants which will remit such payments to the Beneficial Owners of the Bonds. As long as DTC’s book-entry method is used for the Bonds, the Paying Agent will send any notice of prepayment or other notices to owners only to DTC. Any failure of DTC to advise any DTC Participant, or of any DTC Participant to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity or sufficiency of the proceedings relating to the prepayment of the Bonds called for prepayment or of any other action premised on such notice. None of the Paying Agent, the City, or the Purchasers have no responsibility or liability for any aspects of the records relating to or payments made on account of beneficial ownership, or for maintaining, supervising or reviewing any records relating to beneficial ownership, of interests in the Bonds. See APPENDIX E for additional information. Interest. Interest on the Bonds is payable semiannually on February 1 and August 1 of each year (the “Interest Payment Dates”), commencing August 1, 2026. Interest on the Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless: 1. a Bond is authenticated as of an Interest Payment Date, in which event it will bear interest from such date, 2. a Bond is authenticated prior to an Interest Payment Date and after the close of business on the 15th day of the month preceding the Interest Payment Date (each, a “Record Date”), in which event it will bear interest from such Interest Payment Date, 3. a Bond is authenticated on or before July 15, 2026, in which event it shall bear interest from the Closing Date, or 4. at the time of authentication of a Bond, interest is in default thereon, in which event it will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Interest on the Bonds will be calculated on the basis of a 360-day year comprised of twelve 30-day months.

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Denominations and Maturity. The Bonds shall be issued in the denomination of $5,000 each or any integral multiple of $5,000. The Bonds mature on August 1 in the years and amounts set forth on the inside cover page hereof. See the maturity schedule on the inside cover page hereof and “DEBT SERVICE SCHEDULE” below. Payment Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Paying Agent mailed on the applicable Interest Payment Date to the owner thereof at such owner’s address as it appears on the Registration Books (as defined below) maintained by the Paying Agent at the close of business on the preceding Record Date, or at such other address as the Owner may have filed with the Paying Agent for that purpose; provided that an owner of $1,000,000 or more aggregate principal amount of Bonds, or the owner of all of the Bonds at the time outstanding, shall, at his or her option, receive payment of interest by wire transfer to an account in the United States of America designated by such owner to the Paying Agent no later than the 15 day of the month immediately preceding the applicable Interest Payment Date. Principal of the Bonds is payable in lawful money of the United States of America at the Principal Office of the Paying Agent. Redemption* Optional Redemption – Series A Bonds. The Series A Bonds maturing on or before August 1, 20__, are not subject to redemption prior to their respective maturity dates. The Series A Bonds maturing on or after August 1, 20__, are subject to redemption prior to their respective maturity dates, at the option of the City, on any date on and after August 1, 20__, at a redemption price equal to the principal amount of the Series A Bonds to be redeemed, plus accrued interest to the date of redemption, without premium. Optional Redemption – Series B Bonds. The Series B Bonds maturing on or before August 1, 20__, are not subject to redemption prior to their respective maturity dates. The Series B Bonds maturing on or after August 1, 20__, are subject to redemption prior to their respective maturity dates, at the option of the City, on any date on and after August 1, 20__, at a redemption price equal to the principal amount of the Series B Bonds to be redeemed, plus accrued interest to the date of redemption, without premium. Mandatory Sinking Fund Redemption - Series A Bonds. The Series A Bonds maturing on August 1, 20__ (the “Series A Term Bonds”), are subject to mandatory sinking payment redemption in part on August 1, 20__, and on each August 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:
* Preliminary; subject to change.

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Series A Term Bonds Maturing August 1, 20__ Redemption Date (August 1) Sinking Payments 20__ (maturity) The amounts in the foregoing table shall be reduced as a result of any prior partial optional redemption of the Series A Bonds as specified in writing by an Authorized Officer to the Paying Agent. Mandatory Sinking Fund Redemption – Series B Bonds. The Series B Bonds maturing on August 1, 20__ (the “Series B Term Bonds”), are subject to mandatory sinking payment redemption in part on August 1, 20__, and on each August 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Series B Term Bonds Maturing on August 1, 20__ Redemption Date (August 1) Sinking Payments 20__ (maturity) The amounts in the foregoing table shall be reduced as a result of any prior partial optional redemption of the Series B Bonds as specified in writing by an Authorized Officer to the Paying Agent. Redemption Procedure. The Paying Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the respective registered owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the principal office of the Paying Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. The City may rescind any optional redemption of the Bonds and notice thereof, for any reason on any date prior to the date fixed for such redemption by causing written notice of the recission to be given to the owners of the Bonds so called for redemption. Notice of rescission of redemption will be given in the same manner in which notice of redemption was originally given. The actual receipt by the owner of any Bond of notice of such rescission will not be a condition precedent to rescission, and failure to receive such notice or any defect in such notice will not affect the validity of the rescission. Neither the City nor the Paying Agent will have any liability to

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the owner of any Bonds, or any other party, as a result of the City’s decision to rescind a redemption of any Bonds under the Paying Agent Agreement. A redemption notice will (i) state the series of Bonds to be redeemed and the redemption date and the redemption price and, if less than all of the then outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption; (ii) state as to any Bond called in part the principal amount thereof to be redeemed; (iii) require that the Bonds be then surrendered at the principal office of the Paying Agent for redemption at the said redemption price or such other place of payment as may be designated in said notice; (iv) state that further interest on the Bonds will not accrue from and after the redemption date; and (v) for optional redemption state whether the notice is conditioned on the availability of funds. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Partial Redemption. Upon surrender of Bonds redeemed in part only, the City will execute and the Paying Agent will authenticate and deliver to the owner, at the expense of the City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and premium, if any, on the Bonds so called for redemption have been duly provided, such Bonds so called will cease to be entitled to any benefit under the Paying Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice. Registration, Transfer and Exchange of Bonds If the book-entry system as described above and in APPENDIX E is no longer used with respect to the Bonds, the following provisions will govern the registration, transfer, and exchange of the Bonds. Registration Books. The Paying Agent will keep or cause to be kept sufficient books for the registration and transfer of the Bonds (the “Registration Books”), which will at all times be open to inspection by the City upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the Bonds. Transfer. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the principal office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The City may charge a reasonable sum for each new Bond issued upon any transfer.

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Whenever any Bond or Bonds are surrendered for transfer, the City will execute and the Paying Agent will authenticate and deliver a new Bond or Bonds, for like aggregate principal amount. Exchange. Bonds may be exchanged at the principal office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The Paying Agent will require the payment by the owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. Defeasance The City has the option to pay and discharge the entire indebtedness on all or any portion of the outstanding Bonds in any one or more of the following ways: (a) by paying or causing to be paid the principal of, and interest and any premium on, such Bonds outstanding, as and when the same become due and payable; (b) by depositing with the Paying Agent or other agent designated by the City, in trust, at or before maturity, money which, together with, in the event of a discharge of all of the Bonds, the amounts then on deposit in the funds and accounts provided for in the Paying Agent Agreement is fully sufficient to pay such Bonds outstanding, including all principal, interest and redemption premiums; or (c) by irrevocably depositing with the Paying Agent or other agent designated by the City, in trust, cash and Federal Securities (as defined below) in such amount as the City shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and, in the event of a discharge of all of the Bonds, moneys then on deposit in the fund and accounts provided for in the Paying Agent Agreement, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. “Federal Securities” means United States Treasury notes, bonds, bills or certificates of indebtedness, or any other obligations the timely payment of which is directly or indirectly guaranteed by the faith and credit of the United States of America.

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DEBT SERVICE SCHEDULES The Series A Bonds. The following table shows the debt service schedule with respect to the Series A Bonds, assuming no optional redemptions. CITY OF SANTA CLARA Annual Debt Service Schedule Election of 2024 General Obligation Bonds, 2026 Series A Bond Year Ending August 1 Principal Interest Total Debt Service Total

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The Series B Bonds. The following table shows the debt service schedule with respect to the Series B Bonds, assuming no optional redemptions. CITY OF SANTA CLARA Annual Debt Service Schedule Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds) Bond Year Ending August 1 Principal Interest Total Debt Service Total

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SECURITY FOR THE BONDS Ad Valorem Taxes Bonds Payable from Ad Valorem Property Taxes. The Bonds are general obligations of the City, payable solely from ad valorem property taxes levied by the City and collected by the County. The City is empowered and is obligated, and under the Paying Agent Agreement has covenanted, to annually levy ad valorem property taxes for the payment of the Bonds and the interest thereon upon all property within the City subject to taxation by the City, without limitation of rate or amount (except certain personal property that is taxable at limited rates). Levy and Collection. The City will levy and the County will collect such ad valorem property taxes in such amounts and at such times as is necessary to ensure the timely payment of debt service. Such taxes, when collected, will be deposited into a debt service fund for the Bonds, which is maintained by the City and which is irrevocably pledged for the payment of principal of and interest on the Bonds when due. City property taxes are assessed and collected by the County in the same manner and at the same time, and in the same installments as other ad valorem property taxes on real property, and will have the same priority, become delinquent at the same times and in the same proportionate amounts, and bear the same proportionate penalties and interest after delinquency as do the other ad valorem property taxes on real property. As described below, the County has adopted a Teeter Plan and the City has elected to participate in the Teeter Plan. See “PROPERTY TAXATION – Alternative Method of Tax Apportionment – Teeter Plan.” Statutory Lien on Ad Valorem Tax Revenues. Under California law, voter-approved general obligation bonds which are secured by ad valorem property tax collections, including the Bonds, are secured by a statutory lien on all revenues received pursuant to the levy and collection of the property tax imposed to service those bonds. Said lien attaches automatically and is valid and binding from the time the bonds are executed and delivered. The lien is enforceable against the City, its successors, transferees, and creditors, and all others asserting rights therein, irrespective of whether those parties have notice of the lien and without the need for any further act. Annual Tax Rates. The amount of the annual ad valorem property tax levied by the City to repay the Bonds will be determined by the relationship between the assessed valuation of taxable property in the City and the amount of debt service due on the Bonds. Fluctuations in the annual debt service on the Bonds and the assessed value of taxable property in the City may cause the annual tax rate to fluctuate. Natural Disasters. Economic and other factors beyond the City’s control, such as economic recession, deflation of property values, pandemics, a relocation out of the City or financial difficulty or bankruptcy by one or more major property taxpayers, or the complete or partial destruction of taxable property caused by, among other eventualities, earthquake, flood, fire, drought, climate change or other natural disaster, could cause a reduction in the assessed value within the City and necessitate a corresponding increase in the annual tax rate. See “PROPERTY TAXATION – Assessed Valuations – Certain Risk Factors Relating to Assessed Value.”

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Debt Service Funds Pursuant to the Paying Agent Agreement, the City will establish a debt service fund for the Bonds (the “Debt Service Fund”), which will be held by the City as a separate fund, to be maintained distinct from all other funds of the City. All taxes levied by the County for the payment of the principal of and interest and premium (if any) on the Bonds, as directed by the City in the Paying Agent Agreements will be deposited in the Debt Service Fund by the City promptly upon receipt from the County. Alternatively, the City may direct the County to transfer such taxes, in whole or in part, directly to the Paying Agent for deposit in the Bond Fund (as defined below). The purpose of making payments of principal of and interest and premium (if any) on the Bonds. The Debt Service Fund is pledged for the payment of the principal of and interest and premium (if any) on the Bonds, when and as the same become due. At least 5 Business Days prior to each Interest Payment Date, the City will transfer to the Paying Agent moneys on deposit in the Debt Service Fund, for deposit by the Paying Agent in the Bond Fund, in an amount sufficient for the payment of principal of and interest on the Bonds on the next succeeding Interest Payment Date. If, after payment in full of the Bonds, any amounts remain on deposit in the Debt Service Fund, the City shall transfer such amounts to its General Fund, to be applied solely in a manner that is consistent with the requirements of applicable state and federal tax law. Bond Fund Pursuant to the Paying Agent Agreement, a separate fund is established as the Bond Fund (the “Bond Fund”), to be held by the Paying Agent. All moneys received by the Paying Agent from the City or the County under “SECURITY FOR THE BONDS – Debt Service Funds” above, shall be deposited into the Bond Fund. The moneys on deposit in the Bond Fund shall be used solely to pay principal and interest on the Bonds when due. Limited Obligation The Bonds are payable solely from the proceeds of an ad valorem property tax levied by the City, and collected by the County, for the payment of principal and interest on the Bonds. Although the County is obligated to collect the ad valorem property tax for the payment of the Bonds, the Bonds are not a debt of the County.

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PROPERTY TAXATION Property Tax Collection Procedures In California, property subject to ad valorem taxes is classified as “secured” or “unsecured.” The “secured roll” is that part of the assessment roll containing State-assessed utilities’ real property and other real property, the taxes on which create a lien on such property sufficient, in the opinion of the county assessor, to secure payment of the taxes. A tax levied on unsecured property does not become a lien against such unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens arising pursuant to State law on such secured property, regardless of the time of the creation of the other liens. Secured and unsecured property are entered separately on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property. Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each fiscal year. If unpaid, such taxes become delinquent after December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which taxes are delinquent is declared tax defaulted on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1.5% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is subject to sale by the County. The exclusive means of enforcing the payment of delinquent taxes in respect of property on the secured roll is the sale of the property securing the taxes for the amount of taxes which are delinquent. Property taxes are levied for each fiscal year on taxable real and personal property situated in the taxing jurisdiction as of the preceding January 1. However, Senate Bill 813 (enacted by Statutes of 1983, Chapter 498) (“SB 813”), provided for the supplemental assessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Thus, this legislation eliminated delays in the realization of increased property taxes from new assessments. As amended, SB 813 provided increased revenue to taxing jurisdictions to the extent that supplemental assessments of new construction or changes of ownership occur subsequent to the January 1 lien date and result in increased assessed value. Property taxes on the unsecured roll are due on the January 1 lien date and become delinquent, if unpaid on the following August 31st. A 10% penalty is also attached to delinquent taxes in respect of property on the unsecured roll, and further, an additional penalty of 1.5% per month accrues with respect to such taxes beginning the first day of the third month following the delinquency date. The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county recorder’s office, in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the assessee.

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Taxation of State-Assessed Utility Property The State Constitution provides that most classes of property owned or used by regulated utilities be assessed by the State Board of Equalization (“SBE”) and taxed locally. Property valued by the SBE as an operating unit in a primary function of the utility taxpayer is known as “unitary property,” a concept designed to permit assessment of the utility as a going concern rather than assessment of each individual element of real and personal property owned by the utility taxpayer. State-assessed unitary and “operating nonunitary” property (which excludes nonunitary property of regulated railways) is allocated to the counties based on the situs of the various components of the unitary property. Except for certain other excepted property, all unitary and operating nonunitary property is taxed at special county-wide rates and tax proceeds are distributed to taxing jurisdictions according to statutory formulae generally based on the distribution of taxes in the prior year. Assessed Valuation Assessed Valuation History. The following is a table summarizing the historical assessed valuation of the taxable property in the City. Table 1 CITY OF SANTA CLARA Assessed Valuations of All Taxable Property Fiscal Years 2015-16 to 2025-26 Fiscal Year Local Secured Utility Unsecured Total Percent Change 2015-16 $27,766,247,318 $4,183,382 $5,157,346,239 $32,927,776,939 14.5% 2016-17 30,777,228,941 4,183,382 5,856,884,904 36,638,297,227 11.3 2017-18 33,552,082,786 3,895,886 6,553,560,299 40,109,538,971 9.5 2018-19 36,697,967,976 354,176 7,266,591,589 43,964,913,741 9.6 2019-20 38,602,338,978 870,356 7,629,243,714 46,232,453,048 5.2 2020-21 42,145,591,340 870,356 7,972,492,749 50,118,954,445 8.4 2021-22 44,256,781,598 870,356 8,007,077,214 52,264,729,168 4.3 2022-23 48,237,113,081 870,356 8,688,804,267 56,926,787,704 8.9 2023-24 52,239,283,662 1,074,412 8,829,840,150 61,070,198,224 7.3 2024-25 56,510,487,489 1,074,412 9,026,762,852 65,538,324,753 7.3 2025-26 59,730,203,694 1,074,412 10,069,811,602 69,801,089,708 6.5 Source: California Municipal Statistics, Inc. Certain Risk Factors Relating to Assessed Value. As indicated in the previous table, assessed valuations are subject to change in each year due to a variety of factors including but not limited to general economic conditions, supply and demand for real property in the area, government regulations such as zoning; and natural disasters, such as wildfires, earthquakes, droughts, floods, climate change and pandemics, among others. The City cannot predict or make any representations regarding the effects that natural disasters or other conditions have or may have on the value of taxable property within the City, or to what extent natural disasters might impact economic activity in the City or throughout the State. Wildfires. In the State, fire season is starting earlier and ending later each year, with the increased length of the season corresponding to an increase in the extent of forest fires across the State. In addition to destroying land and structures, there have been human fatalities and negative impacts on air quality throughout the State. Fires in the State and neighboring states have threatened the region’s power grids, making some power lines unreliable. The Governor has

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issued executive orders in the past suspending penalties, costs and interest on late property tax payments for properties impacted by wildfires. The City cannot predict or make any representations regarding the effects that wildfires and related conditions have or may have on the City, or to what extent wildfires might negatively impact economic activity and assessed valuation in the City or throughout the State In August 2020, the Santa Clara Unit (the “SCU”) Lightning Complex fire was sparked by lightning from remnants of a tropical storm, as it moved northward through the bay area. The SCU Lightning Complex fire threatened certain of the City’s neighborhoods, and ultimately burned 396,624 acres, destroyed 222 buildings, and impacted six counties. The City itself did not experience damage from the SCU Lightening Complex Fire, although certain portions of the County were burned. As an urban environment with a historically low level of wildfire risk, the City's mitigation strategy focuses primarily on preventative measures, including vegetation management in urban green spaces, utility infrastructure safety, working with utility providers, and community preparedness are awareness campaigns. Seismic Events. The City is located in a seismically active region. An earthquake of large magnitude could result in extensive damage to property within the City and could adversely affect the assessed valuation of property within the City, or more generally the region’s economy. Drought. The State has experienced drought conditions in recent years, including a period of drought followed by record-level precipitation, which resulted in related severe flooding and mudslides in certain regions. As of October 9, 2025, the U.S. Drought Monitor indicates that the State is classified as abnormally dry and is experiencing moderate drought conditions in the central part of the State, and moderate and severe drought conditions in the southern part of the State, with pockets of extreme drought conditions on the southern border. During 2021, the Governor of the State proclaimed a drought state of emergency for all counties in the State, culminating with an October 19, 2021, proclamation, urging Californians to step up their water conservation efforts. In January 2022, the State Water Board adopted emergency regulations aimed at saving water and raising drought awareness, with prohibitions focused on reducing outdoor water use, enforceable by local agencies and the State Water Board, generally with warning letters, mandatory water use audits, and fines. In January 2023, the State Water Board adopted its first five-year temporary groundwater recharge permit, in addition to adopting new statewide sanitary sewer orders and appointing eleven members to the Advisory Group on Safe Drinking Water Funding. Local agencies can impose and enforce their own drought conservation rules. The City cannot predict the future impacts of these statewide measures on its water or wastewater systems, or on the City more broadly. Climate Change. In addition to the events described above, climate change caused by human activities may have adverse effects on the assessed value of property within the City. As greenhouse gas emissions continue to accumulate in the atmosphere as a result of economic activity, many scientists expect that climate change will intensify, increasing the frequency, severity and timing of extreme weather events such as coastal storm surges, drought, wildfires, floods, heat waves, and rising sea levels. Projections of the impact of global climate change are complex and depend on a variety of factors outside of the City’s control. The various scientific studies that forecast the amount and timing of adverse impacts of climate change are based on assumptions contained in such studies, but actual events may vary materially. In addition, the scientific understanding of climate change and its effects continues to evolve. Accordingly, the

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City is unable to forecast with certainty when or if adverse impacts of climate change will occur or the extent of such impacts. Public Health Emergencies. In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. On February 11, 2020, the World Health Organization announced the official name for the outbreak of the disease known as COVID-19 (“COVID-19”), an upper respiratory tract illness, that spread across the world and materially impacted the global economy. While the national and global health emergencies have passed, there could be future COVID-19 outbreaks or other public health emergencies that could have material adverse effects on the City’s operations and finances. In addition, the City cannot predict whether future pandemics will occur and whether any such pandemics may impact its finances or operations. As of this date, several vaccines have been provided approval by federal health authorities and are widely available, and both the national emergency and state of emergency have officially ended, and the World Health Organization declared an end to the COVID-19 global health emergency. Property Tax Base Transfer Ballot Measure. On November 3, 2020, State voters approved a constitutional amendment entitled Property Tax Transfers, Exemptions and Revenue for Wildfire Agencies and Counties Amendment (“Proposition 19”), which: (i) expands special rules that give property tax savings to homeowners that are over the age of 55, severely disabled, or whose property has been impacted by a natural disaster or contamination, when they buy a different home; (ii) narrows existing special rules for inherited properties; and (iii) broadens the scope of legal entity ownership changes that trigger reassessment of properties. The City cannot make any assurance as to what effect the implementation of Proposition 19 will have on assessed valuation of real property in the City.

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Assessed Valuation by Land Use. The following table shows the land use of parcels in the City, according to assessed valuation. As shown, the majority of land in the City is used for residential purposes. Table 2 CITY OF SANTA CLARA Assessed Valuation and Parcels by Land Use Fiscal Year 2025-26 2025-26 % of No. of % of Non-Residential: Assessed Valuation (1) Total Parcels Total Commercial/Office $12,208,155,933 20.44% 957 3.17% Industrial/Manufacturing 14,537,820,804 24.34 941 3.11 Recreational 701,082,340 1.17 19 0.06 Government/Social/Institutional 48,337,655 0.08 196 0.65 Miscellaneous 77,525,447 0.13 25 0.08 Subtotal Non-Residential $27,572,922,179 46.16% 2,138 7.08% Residential: Single Family Residence $16,239,609,235 27.19% 18,389 60.85% Condominium/Townhouse 5,880,348,242 9.84 7,485 24.77 2-4 Residential Units 1,273,824,476 2.13 1,415 4.68 5+ Residential Units/Apartments 7,809,174,231 13.07 612 2.03 Subtotal Residential $31,202,956,184 52.24% 27,901 92.33% Vacant Parcels $954,325,331 1.60% 180 0.60% Total $59,730,203,694 100.00% 30,219 100.00% ___________________________ (1) Local Secured Assessed Valuation; excluding tax-exempt property. Source: California Municipal Statistics, Inc.

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Assessed Valuation of Single-Family Residential Parcels. The following table shows a breakdown of the assessed valuations of improved single-family residential parcels in the City, according to assessed valuation. Table 3 CITY OF SANTA CLARA Per Parcel 2025-26 Assessed Valuation of Single-Family Homes No. of 2025-26 Average Median Parcels Assessed Valuation Assessed Valuation Assessed Valuation Single Family Residential 18,389 $16,239,609,235 $883,115 $774,498 2025-26 No. of % of Cumulative Total % of Cumulative Assessed Valuation Parcels (1) Total % of Total Valuation Total % of Total $0 - $99,999 1,630 8.864% 8.864% $ 123,565,566 0.761% 0.761% $100,000 - $199,999 1,142 6.210 15.074 164,532,181 1.013 1.774 $200,000 - $299,999 1,009 5.487 20.561 253,250,392 1.559 3.334 $300,000 - $399,999 1,154 6.275 26.837 404,819,422 2.493 5.826 $400,000 - $499,999 1,177 6.401 33.237 529,400,462 3.260 9.086 $500,000 - $599,999 1,103 5.998 39.235 607,712,799 3.742 12.828 $600,000 - $699,999 1,076 5.851 45.087 699,045,896 4.305 17.133 $700,000 - $799,999 1,225 6.662 51.748 919,807,302 5.664 22.797 $800,000 - $899,999 1,111 6.042 57.790 942,105,903 5.801 28.598 $900,000 - $999,999 1,076 5.851 63.641 1,021,015,878 6.287 34.885 $1,000,000 - $1,099,999 814 4.427 68.068 852,450,206 5.249 40.135 $1,100,000 - $1,199,999 722 3.926 71.994 830,125,100 5.112 45.246 $1,200,000 - $1,299,999 585 3.181 75.175 730,475,004 4.498 49.744 $1,300,000 - $1,399,999 573 3.116 78.291 773,418,313 4.763 54.507 $1,400,000 - $1,499,999 598 3.252 81.543 867,570,439 5.342 59.849 $1,500,000 - $1,599,999 576 3.132 84.676 891,844,341 5.492 65.341 $1,600,000 - $1,699,999 538 2.926 87.601 887,359,890 5.464 70.805 $1,700,000 - $1,799,999 462 2.512 90.114 807,689,195 4.974 75.779 $1,800,000 - $1,899,999 432 2.349 92.463 798,078,710 4.914 80.693 $1,900,000 - $1,999,999 318 1.729 94.192 619,518,743 3.815 84.508 $2,000,000 and greater 1,068 5.808 100.000 2,515,823,493 15.492 100.000 18,389 100.000% $16,239,609,235 100.000% ____________________ (1) Improved single family residential parcels. Excludes condominiums and parcels with multiple family units. Source: California Municipal Statistics, Inc. Alternative Method of Tax Apportionment - Teeter Plan The County Board of Supervisors approved an alternative method of distribution of tax levies and collections of tax sale proceeds (the “Teeter Plan”), as provided for in Section 4701 et seq. of the California Revenue and Taxation Code. Under the Teeter Plan taxing entities, including the City, receive 100% of their secured ad valorem property tax levy assessed by the County. The County funds current year delinquencies from certain moneys in its treasury, including, currently, tax payments from prior years’ delinquencies. The County then receives all future delinquent payments, penalties, and interest. The Teeter Plan will remain in effect unless the County orders its discontinuance or unless the County receives a petition for its discontinuance joined in by resolutions adopted by at least two-thirds of the participating revenue districts in the County, in which event the Board of Supervisors of the County shall order discontinuance of the Teeter Plan effective at the commencement of the subsequent fiscal year. Additionally, the County may discontinue the procedures under the Teeter Plan with respect to any political subdivision in the County if the rate of secured property tax

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delinquency in that political subdivision in any year exceeds 3% of the total of all taxes and assessments levied on the secured rolls for that political subdivision. If the Teeter Plan is discontinued subsequent to its implementation, only those secured property taxes actually collected would be allocated to political subdivisions (including the City) for which the County acts as the tax-levying or tax-collecting agency. For further information, please see APPENDIX A – “FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE CITY OF SANTA CLARA AND SANTA CLARA COUNTY – CITY FINANCIAL INFORMATION – Ad Valorem Property Taxes” herein. There can be no assurance that the County will continue to utilize the Teeter Plan with respect to the tax levy for the Bonds or for the City. Further, the amounts expected to be available to the County may not be sufficient to fund all delinquencies in current tax levies, in which case the City may not receive the full amount required for the payment of debt service on the Bonds on a timely basis. Property tax delinquencies may be impacted by economic and other factors beyond the City’s control or the control of the County, including the ability or willingness of property owners to pay property taxes during an economic recession or depression. An economic recession or depression could be caused by many factors outside the control of the City, including high interest rates, reduced consumer confidence, reduced real wages or reduced economic activity as a result of a pandemic or natural or manmade disaster. Pursuant to Revenue and Taxation Code Section 4985.2, the Treasurer-Tax Collector of the respective County may cancel any penalty, costs or other charges resulting from tax delinquency upon a finding that the late payment is due to reasonable cause and circumstances beyond the taxpayer’s control, and occurred notwithstanding the exercise of ordinary care in the absence of willful neglect, provided the property taxes are paid within four fiscal years of such taxes coming due. Reassessments and Appeals of Assessed Value There are general means by which assessed values can be reassessed or appealed that could adversely impact property tax revenues within the City. Appeals may be based on Proposition 8 of November 1978, which requires that for each January 1 lien date, the taxable value of real property must be the lesser of its base year value, annually adjusted by the inflation factor pursuant to Article XIIIA of the State Constitution, or its full cash value, taking into account reductions in value due to damage, destruction, depreciation, obsolescence, removal of property or other factors causing a decline in value. Under California law, property owners may apply for a Proposition 8 reduction of their property tax assessment by filing a written application, in form prescribed by the SBE, with the County board of equalization or assessment appeals board. In most cases, the appeal is filed because the applicant believes that present market conditions (such as residential home prices) cause the property to be worth less than its current assessed value. Any reduction in the assessment ultimately granted as a result of such appeal applies to the year for which application is made and during which the written application was filed. These reductions are subject to yearly reappraisals and are adjusted back to their original values, when adjusted for inflation, when market conditions improve. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA.

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A second type of assessment appeal involves a challenge to the base year value of an assessed property. Appeals for reduction in the base year value of an assessment, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. The base year is determined by the completion date of new construction or the date of change of ownership. Any base year appeal must be made within four years of the change of ownership or new construction date. Proposition 8 reductions may also be unilaterally applied by the County Assessor. The City cannot predict the changes in assessed values that might result from pending or future appeals by taxpayers or reductions initiated by the County Assessor. Any reduction in aggregate City assessed valuation due to appeals, as with any reduction in assessed valuation due to other causes, will cause the tax rate levied to repay the Bonds to increase accordingly, so that the fixed debt service on the Bonds (and other outstanding general obligation bonds, if any) may be paid. Tax Rates The table below shows historical property tax rates within the City: Table 4 CITY OF SANTA CLARA TYPICAL TAX RATE PER $100 ASSESSED VALUATION (Tax Rate Area 7-014 – 2025-26 Assessed Valuation: $36,600,075,154(1)) Fiscal Year 2021-22 Fiscal Year 2022-23 Fiscal Year 2023-24 Fiscal Year 2024-25 Fiscal Year 2025-26 General Tax Rate $1.00000 1.00000 $1.00000 $1.00000 $1.00000 County Retirement Levy .03880 .03880 .03880 .03880 .03880 County Hospital Bonds .00610 .00630 .00550 .00550 .00520 County Housing Bonds .01266 .01080 .00950 .00430 .00560 Santa Clara Unified School District .10140 .08670 .08890 .08260 .08110 West Valley Community College District .03040 .02830 .02580 .02590 .01920 Total All Property Tax Rate $1.18936 $1.17090 $1.16850 $1.15710 $1.14990 Santa Clara Valley Water District State Water Project $.00510 $.00440 $.00410 $.00410 $.00390 Total Land and Improvement Tax Rate $.00510 $.00440 $.00410 $.00410 $.00390 (1) 2025-26 assessed valuation of Tax Rate Area 7-014 is $36,600,075,154, which is 52.43% of the City's total assessed valuation. Source: California Municipal Statistics, Inc.

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Major Taxpayers The following table shows the twenty largest taxpayers in the City as determined by their secured assessed valuations in fiscal year 2025-26. Table 5 CITY OF SANTA CLARA Twenty Largest Local Secured Property Taxpayers Fiscal Year 2025-26 2025-26 % of Property Owner Primary Land Use Assessed Valuation Total (1) 1. Santa Clara Square Office LLC Office Building $ 1,878,426,320 3.14% 2. Vantage Data Centers LLC Industrial 1,697,226,732 2.84 3. Intel Corporation Manufacturing/Office 1,619,367,240 2.71 4. SI LLC / Sobrato Interests Office Building 1,311,070,708 2.19 5. NVIDIA Corporation Office Building 1,288,872,462 2.16 6. Coresite Real Estate Industrial 877,844,122 1.47 7. Santa Clara Phase III EFH LLC Office Building 758,740,333 1.27 8. Forty Niners SC Stadium Company LLC Stadium 577,526,170 0.97 9. Applied Materials Inc. Manufacturing/Office 532,989,194 0.89 10. Augustine Bowers LLC Office Building 528,782,983 0.89 11. 3515-3585 Monroe Street LLC Apartments 521,016,241 0.87 12. Lick Mill Creek Apartments Apartments 478,877,330 0.80 13. Xeres Ventures LLC Industrial 471,890,176 0.79 14. 1220 Santa Clara Propco LLC Industrial 388,682,572 0.65 15. Santa Clara Holdco LLC Industrial 381,785,998 0.64 16. Intuitive Surgical Inc. Industrial 368,980,875 0.62 17. Columbia California Campus 3333 Office Office Building 361,144,865 0.60 18. Agilent Technologies Inc. Industrial 334,348,298 0.56 19. Exchange Santa Clara Vacant/Undeveloped 328,974,479 0.55 20. Innovation Commons Owner LLC Vacant/Undeveloped 301,752,322 0.51 $15,008,299,420 25.13% ______________________ (1) 2025-26 local secured assessed valuation: $59,730,203,694. Source: California Municipal Statistics, Inc. Direct and Overlapping Debt Set forth below is a direct and overlapping debt report (the “Debt Report”) prepared by California Municipal Statistics, Inc. for debt issued as of November 1, 2025. The Debt Report is included for general information purposes only. The City has not reviewed the Debt Report for completeness or accuracy and makes no representation in connection therewith. The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long-term obligations generally are not payable from revenues of the City (except as indicated) nor are they necessarily obligations secured by land within the City. In many cases, long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency. The contents of the Debt Report are as follows: (1) the first column indicates the public agencies which have outstanding debt as of the date of the Debt Report and whose territory overlaps the City; (2) the second column shows the percentage that the City’s assessed valuation represents of the total assessed valuation of each public agency identified in the first column; and

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(3) the third column is an apportionment of the dollar amount of each public agency’s outstanding debt to property in the City, as determined by multiplying the total outstanding debt of each agency by the percentage of the City’s assessed valuation represented in the second column. Table 6 CITY OF SANTA CLARA STATEMENT OF DIRECT AND OVERLAPPING BONDED DEBT (Debt Issued as of November 1, 2025) 2025-26 Assessed Valuation: $69,801,089,708 OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 11/1/25 Santa Clara County 9.636% $ 113,276,480 Foothill-DeAnza Community College District 1.235 8,511,352 San Jose-Evergreen Community College District 0.049 443,465 West Valley Community College District 31.501 189,521,041 Santa Clara Unified School District 67.103 736,421,874 San Jose Unified School District 0.135 706,481 Campbell Union High School District 2.169 6,488,347 Fremont Union High School District 2.761 19,206,485 Campbell Union School District 4.659 10,224,144 Cupertino Union School District 5.075 14,149,268 El Camino Hospital District 1.877 1,790,240 Santa Clara Valley Water District Benefit Assessment District 9.636 2,403,218 TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $1,103,142,395 DIRECT AND OVERLAPPING GENERAL FUND DEBT: Santa Clara County General Fund Obligations 9.636% $ 96,343,130 Santa Clara County Pension Obligation Bonds 9.636 30,016,169 Santa Clara County Board of Education Certificates of Participation 9.636 1,163,260 San Jose-Evergreen Community College District OPEB Obligations 0.049 22,569 West Valley-Mission Community College District General Fund Obligations 31.501 793,825 Santa Clara Unified School District Certificates of Participation 67.103 7,051,854 Campbell Union High School District General Fund Obligations 2.169 271,125 Campbell Union School District General Fund Obligations 4.659 39,834 Cupertino Union School District General Fund Obligations 5.075 2,043,703 City of Santa Clara General Fund Obligations 100.000 7,970,000(1) TOTAL GROSS DIRECT AND OVERLAPPING GENERAL FUND DEBT $145,715,469 Less: Santa Clara County supported obligations 208,619 TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND DEBT $145,506,850 GROSS COMBINED TOTAL DEBT $1,248,857,864 (2) NET COMBINED TOTAL DEBT $1,248,649,245 Ratios to 2025-26 Assessed Valuation: Total Overlapping Tax and Assessment Debt .................................... 1.58% Total Direct Debt ($7,970,000) .......................................................... 0.01% Gross Combined Total Debt ............................................................... 1.79% Net Combined Total Debt ................................................................... 1.79% (1) Excludes the Bonds issued for sale hereunder. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations. Qualified Zone Academy Bonds are included based on principal due at maturity. Source: California Municipal Statistics, Inc.

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CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING CITY REVENUES AND APPROPRIATIONS Principal of and interest on the Bonds are payable from the proceeds of an ad valorem tax levied by the City for the payment thereof. See “THE BONDS” and “SECURITY FOR THE BONDS.” Articles XIIIA, XIIIB, XIIIC and XIIID of the State Constitution, Propositions 62, 111 and 218 and 1A, and certain other provisions of law discussed below are included in this section to describe the potential effect of these Constitutional and statutory measures on the ability of the City to levy taxes and spend tax proceeds for operating and other purposes, and it should not be inferred from the inclusion of such materials that these laws impose any limitation on the ability of the City to levy taxes for payment of the Bonds. The tax levied by the City for payment of the Bonds was approved by the City’s voters in compliance with Article XIIIA and all applicable laws. Article XIIIA of the State Constitution On June 6, 1978, California voters approved Proposition 13, which added Article XIIIA to the State Constitution. Article XIIIA, as amended, limits the amount of any ad valorem tax on real property to one percent of the full cash value thereof, except that additional ad valorem taxes may be levied to pay debt service (i) on indebtedness approved by the voters prior to July 1, 1978, (ii) on bonded indebtedness approved by a two-thirds vote on or after July 1, 1978, for the acquisition or improvement of real property or (iii) bonded indebtedness incurred by a school district, community college district or county office of education for the construction, reconstruction, rehabilitation or replacement of school facilities, including the furnishing and equipping of school facilities or the acquisition or lease of real property for school facilities, approved by 55 percent of the voters voting on the proposition. Article XIIIA defines full cash value to mean “the county assessor’s valuation of real property as shown on the 1975-76 tax bill under ‘full cash value,’ or thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” This full cash value may be increased at a rate not to exceed two percent per year to account for inflation. Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the event of declining property values caused by damage, destruction or other factors, to provide that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster, and in other minor or technical ways. Legislation Implementing Article XIIIA Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA. Under current law, local agencies are no longer permitted to levy directly any property tax (except to pay voter-approved indebtedness). The one percent property tax is automatically levied by the County and distributed according to a formula among taxing agencies. The formula apportions the tax roughly in proportion to the relative shares of taxes levied prior to 1989. Increases of assessed valuation resulting from reappraisals of property due to new construction, change in ownership or from the two percent annual adjustment are allocated among the various jurisdictions in the “taxing area” based upon their respective “situs.” Any such allocation made to a local agency continues as part of its allocation in future years.

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All taxable property is shown at full market value on the tax rolls. Consequently, the tax rate is expressed as $1 per $100 of taxable value. All taxable property value included in this Official Statement is shown at 100 percent of market value (unless noted differently) and all tax rates reflect the $1 per $100 of taxable value. Article XIIIB of the State Constitution In addition to the limits Article XIIIA imposes on property taxes that may be collected by local governments, certain other revenues of the State and most local governments are subject to an annual “appropriations limit” imposed by Article XIIIB which effectively limits the amount of such revenues those entities are permitted to spend. Article XIIIB, approved by the voters in June 1979, was modified substantially by Proposition 111 in 1990. The appropriations limit of each government entity applies to “proceeds of taxes,” which consist of tax revenues, State subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed “the cost reasonably borne by such entity in providing the regulation, product or service.” “Proceeds of taxes” excludes tax refunds and some benefit payments such as unemployment insurance. No limit is imposed on the appropriation of funds which are not “proceeds of taxes,” such as reasonable user charges or fees, and certain other non-tax funds. Article XIIIB also does not limit appropriation of local revenues to pay debt service on Bonds existing or authorized by January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects, and appropriation by the State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990, levels. The appropriations limit may also be exceeded in case of emergency; however, the appropriations limit for the next three years following such emergency appropriation must be reduced to the extent by which it was exceeded, unless the emergency arises from civil disturbance or natural disaster declared by the Governor, and the expenditure is approved by two-thirds of the legislative body of the local government. The State and each local government entity have their own appropriations limits. Each year, the limit is adjusted to allow for changes, if any, in the cost of living, the population of the jurisdiction, and any transfer to or from another government entity of financial responsibility for providing services. Proposition 111 requires that each agency’s actual appropriations be tested against its limit every two years. If the aggregate “proceeds of taxes” for the preceding two-year period exceeds the aggregate limit, the excess must be returned to the agency’s taxpayers through tax rate or fee reductions over the following two years. The City has never exceeded its appropriations limit. Because the issuance of the Bonds has been approved by the voters, the tax levy that is required to pay debt service on the Bonds is not subject to the limitations of Article XIIIB. Articles XIIIC and XIIID of the State Constitution On November 5, 1996, the voters of the State approved Proposition 218, known as the “Right to Vote on Taxes Act.” Proposition 218 adds Articles XIIIC and XIIID to the California Constitution and contains a number of interrelated provisions affecting the ability of the City to levy and collect both existing and future taxes, assessments, fees and charges. The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a number of the matters discussed below, and it is not possible at this time to predict with certainty the outcome of such determination.

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Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes of the City require a majority vote and taxes for specific purposes, even if deposited in the City’s General Fund, require a two-thirds vote. The voter approval requirements of Proposition 218 reduce the flexibility of the City to raise revenues for the General Fund, and no assurance can be given that the City will be able to impose, extend or increase such taxes in the future to meet increased expenditure needs. Article XIIID also adds several provisions making it generally more difficult for local agencies to levy and maintain property-related fees, charges, and assessments for municipal services and programs. These provisions include, among other things, (i) a prohibition against assessments which exceed the reasonable cost of the proportional special benefit conferred on a parcel, (ii) a requirement that assessments must confer a “special benefit,” as defined in Article XIIID, over and above any general benefits conferred, (iii) a majority protest procedure for assessments which involves the mailing of notice and a ballot to the record owner of each affected parcel, a public hearing and the tabulation of ballots weighted according to the proportional financial obligation of the affected party, and (iv) a prohibition against fees and charges which are used for general governmental services, including police, fire or library services, where the service is available to the public at large in substantially the same manner as it is to property owners. If the City is unable to continue to collect these revenues, the services and programs funded with these revenues would have to be curtailed and/or the City’s General Fund might have to be used to support them. The City is unable to predict whether or not in the future it will be able to continue all existing services and programs funded by the fees, charges and assessments in light of Proposition 218 or, if these services and programs are continued, which amounts (if any) would be used from the City’s General Fund to continue to support these activities. Article XIIIC also removes limitations on the initiative power in matters of reducing or repealing local taxes, assessments, fees or charges. No assurance can be given that the voters of the City will not, in the future, approve an initiative or initiatives which reduce or repeal local taxes, assessments, fees or charges currently comprising a substantial part of the City’s General Fund. Proposition 62 Proposition 62 was adopted by the voters at the November 4, 1986, general election and (a) requires that any new or higher taxes for general governmental purposes imposed by local governmental entities such as the City be approved by a two-thirds vote of the governmental entity’s legislative body and by a majority vote of the voters of the governmental entity voting in an election on the tax, (b) requires that any special tax (defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved by a two-thirds vote of the voters of the governmental entity voting in an election on the tax, (c) restricts the use of revenues from a special tax to the purposes or for the service for which the special tax was imposed, (d) prohibits the imposition of ad valorem taxes on real property by local governmental entities except as permitted by Article XIIIA, (e) prohibits the imposition of transaction taxes and sales taxes on the sale of real property by local governmental entities, and (f) requires that any tax imposed by a local governmental entity on or after August 1, 1985, be ratified by a majority vote of the voters voting in an election on the tax within two years of the adoption of the initiative or be terminated by November 15, 1988. California appellate court cases have overturned the provisions of Proposition 62 pertaining to the imposition of taxes for general government purposes. However, the California Supreme Court upheld Proposition 62 in its decision on August 28, 1995, in Fresno County

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Transportation Authority v. Guardino. This decision reaffirmed the constitutionality of Proposition 62. Certain matters regarding Proposition 62 were not addressed in the Supreme Court’s decision, such as what remedies exist for taxpayers subject to a tax not in compliance with Proposition 62, and whether the decision applies to charter cities. The City has not experienced any substantive adverse financial impact as a result of the passage of this initiative. Proposition 1A Proposition 1A, proposed by the Legislature in connection with the State’s fiscal year 2004-05 Budget, approved by the voters in November 2004 and generally effective in fiscal year 2006-07, provides that the State may not reduce any local sales tax rate, limit existing local government authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject to certain exceptions. Proposition 1A generally prohibits the State from shifting to schools or community colleges any share of property tax revenues allocated to local governments for any fiscal year, as set forth under the laws in effect as of November 3, 2004. Any change in the allocation of property tax revenues among local governments within a county must to be approved by two-thirds of both houses of the Legislature. Proposition 1A provides, however, that beginning in fiscal year 2008-09, the State may shift to schools and community colleges up to 8% of local government property tax revenues, which amount must be repaid, with interest, within three years, if the Governor proclaims that the shift is needed due to a severe state financial hardship, the shift is approved by two-thirds of both houses and certain other conditions are met. The State may also approve voluntary exchanges of local sales tax and property tax revenues among local governments within a county. Proposition 1A also provides that if the State reduces the motor vehicle license fee rate currently in effect, 0.65 percent of vehicle value, the State must provide local governments with equal replacement revenues. Further, Proposition 1A requires the State, beginning July 1, 2005, to suspend State mandates affecting cities, counties and special districts, excepting mandates relating to employee rights, schools or community colleges, in any year that the State does not fully reimburse local governments for their costs to comply with such mandates. Proposition 1A may result in increased and more stable City revenues. The magnitude of such increase and stability is unknown and would depend on future actions by the State. However, Proposition 1A could also result in decreased resources being available for State programs. This reduction, in turn, could affect actions taken by the State to resolve budget difficulties. Such actions could include increasing State taxes, decreasing spending on other State programs or other action, some of which could be adverse to the City. Proposition 22 Proposition 22, entitled “The Local Taxpayer, Public Safety and Transportation Protection Act,” was approved by the voters of the State in November 2010. Proposition 22 amended the state Constitution to eliminate or reduce the State’s authority to (i) temporarily shift property taxes from cities, counties and special districts to schools, (ii) use vehicle license fee revenues to reimburse local governments for State-mandated costs (the State will have to use other revenues to reimburse local governments), (iii) redirect property tax increment from redevelopment agencies to any other local government, (iv) use State fuel tax revenues to pay debt service on State transportation bonds, or (v) borrow or change the distribution of State fuel tax revenues. Notwithstanding the passage of Proposition 22, the State successfully dissolved redevelopment agencies.

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Possible Future Initiatives Articles XIIIA, XIIIB, XIIIC and XIIID and Propositions 62, 111, 218, 1A and 22 were each adopted as measures that qualified for the ballot pursuant to the State’s initiative process. From time to time other initiative measures could be adopted, further affecting revenues of the City or the City’s ability to expend revenues. The nature and impact of these measures cannot be anticipated by the City. LEGAL MATTERS Tax Exemption Federal Tax Status. In the opinion of Jones Hall LLP, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax Code") that must be satisfied subsequent to the issuance of the Bonds in order that the interest thereon be, and continues to be, excludable from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds. In addition, Bond Counsel has relied on one or more certificates of the City regarding the qualifications of the current and future users of those portions of the Project to be financed with the proceeds of the Series B Bonds (the “Series B Project”) as organizations described in Section 501(c)(3) of the Tax Code, and other matters. Bond Counsel has also relied upon representations of the City regarding the “unrelated trade or business” activities (as defined in Section 513(a) of the Tax Code) of the current and future users of the Series B Project. Bond Counsel has not given any opinion or assurance concerning Section 513(a) of the Tax Code and Bond Counsel can not give nor has given any opinion or assurance about the future activities of the current and future users of the Series B Project, or about the effect of future changes in the Tax Code, the applicable regulations, the interpretation thereof or the resulting changes in enforcement thereof by the Internal Revenue Service. Failure of any current or future users of the Series B Project to be organized and operated in accordance with the Internal Revenue Service’s requirements for the maintenance of their respective status as organizations described in Section 501(c)(3) of the Tax Code or to operate the Series B Project in a manner that is substantially related to the charitable purpose of such current or future users of the Series B Project under Section 513(a) of the Tax Code may result in interest on the Series B Bonds being included in federal gross income, possibly from the date of original issuance of the Series B Bonds. Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original

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bond premium” for purposes of federal income taxes and State of California personal income taxes. Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public. Under the Tax Code, bond premium is amortized on an annual basis over the term of the Bond (said term being the shorter of the Bond's maturity date or its call date). The amount of bond premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of bond premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds. California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the Bonds, or as to the consequences of owning or receiving interest on the Bonds, as of any future date. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other

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than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the Bonds, the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds. Forms of Opinions. Copies of the proposed forms of opinions of Bond Counsel are attached hereto as Appendix C. Continuing Disclosure The City will covenant for the benefit of owners of the Bonds to provide certain financial information and operating data relating to the City by not later than April 1 after the end of each fiscal year of the City (currently June 30), commencing with the report for the 2025-26 fiscal year (the “Annual Report”), and to provide notices of the occurrence of certain enumerated events. The specific nature of the information to be contained in an Annual Report or the notices of enumerated events is set forth in the forms of Continuing Disclosure Certificates attached as APPENDIX D. These covenants will be made in order to assist the Purchasers (as defined below) in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”). The City and its related governmental entities have previously entered into numerous continuing disclosure undertakings under the Rule in connection with the issuance of long-term obligations, and have provided annual financial information and event notices in accordance with those undertakings. Based on a third-party compliance survey, during the past five years, the City and its related entities have never failed to comply in all material respects with their prior continuing disclosure undertakings. Neither the County nor any other entity other than the City shall have any obligation or incur any liability whatsoever with respect to the performance of the City’s duties regarding continuing disclosure. Absence of Material Litigation No litigation is pending or threatened concerning the validity of the Bonds, and a certificate to that effect will be furnished to the purchasers at the time of the original delivery of the Bonds. The City is not aware of any litigation pending or threatened questioning the political existence of the City or contesting the City’s ability to receive ad valorem taxes or to collect other revenues or contesting the City’s ability to issue and repay the Bonds.

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RATINGS Upon issuance of the Bonds, Moody’s Investors Service (“Moody’s”)will assign the Bonds a rating of “_____” and Standard & Poor's Financial Services LLC (“S&P”), will assign the Bonds a rating of “___.” The City has furnished to Moody’s and S&P information and material which has not been included in this Official Statement. Generally, rating agencies base their ratings on information and material so furnished and on investigations, studies and assumptions made by the rating agencies. The ratings reflect only the view of such organization and an explanation of the significance of such rating may be obtained from Moody’s and S&P. There is no assurance that the rating will continue for any given period of time or will not be revised downward or withdrawn entirely by either such rating agency, if, in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds. The City has covenanted in a Continuing Disclosure Certificate to file on the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access website (“EMMA”) notices of any ratings changes on the Bonds. See “APPENDIX D – FORMS OF CONTINUING DISCLOSURE CERTIFICATES” attached hereto. Notwithstanding such covenant, information relating to ratings changes on the Bonds may be publicly available from the rating agency prior to such information being provided to the City and prior to the date the City is obligated to file a notice of rating change on EMMA. Purchasers of the Bonds are directed to the rating agencies and their websites and official media outlets for the most current rating changes with respect to the Bonds after the initial issuance of the Bonds. MUNICIPAL ADVISOR The City has retained PFM Financial Advisors LLC, San Francisco, California, as its municipal advisor (the “Municipal Advisor”) in connection with the preparation of this Official Statement and with respect to the issuance of the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Municipal Advisor is an independent registered municipal advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. The Municipal Advisor’s compensation is contingent upon the delivery of the Bonds.

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COMPETITIVE SALE OF BONDS The Bonds were sold pursuant to two separate competitive bidding processes held pursuant to the terms set forth in two separate Official Notices of Sale with respect to each series of the Bonds. The Series A Bonds were awarded to ________________ (the “Series A Bond Purchaser”), whose proposal represented the lowest combined true interest cost for the Series A Bonds as determined in accordance with the Official Notice of Sale for the Series A Bonds, at a purchase price of $___________, which is equal to the initial principal amount of the Series A Bonds of $_____________, plus [net] original issue premium of $_________, less a Purchaser’s discount of $___________. The Series B Bonds were awarded to ________________ (the “Series B Bond Purchaser” and, together with the Series A Bond Purchaser, the “Purchasers”), whose proposal represented the lowest combined true interest cost for the Series B Bonds as determined in accordance with the Official Notice of Sale, at a purchase price of $___________, which is equal to the initial principal amount of the Series B Bonds of $_____________, plus [net] original issue premium of $_________, less a Purchaser’s discount of $___________.

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EXECUTION The execution of this Official Statement and its delivery have been approved by the City Council. CITY OF SANTA CLARA By: City Manager

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APPENDIX A FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE CITY OF SANTA CLARA AND SANTA CLARA COUNTY Introduction The City of Santa Clara (the "City") is located in Santa Clara County (the "County") at the southern end of the San Francisco Bay, approximately 45 miles southeast of San Francisco and three miles west of downtown San José. Encompassing a total area of approximately 18.28 square miles within northern Santa Clara County, the City is situated in the heart of “Silicon Valley” and is surrounded by the Diablo Mountain Range to the east and the Santa Cruz mountains to the west. The City is a charter city and is comprised of a mix of residential, office and commercial retail businesses. The City regularly hosts large events, and is scheduled to host the Superbowl and FIFA World Cup games in 2026. The City's population is approximately 134,587. Population Population figures for the City, County and State for the last five years are shown in the following table. CITY OF SANTA CLARA Population Estimates As of January 1 Year City of Santa Clara County of Santa Clara State of California 2021 129,747 1,913,594 39,369,530 2022 130,567 1,894,827 39,179,680 2023 133,469 1,915,165 39,228,444 2024 133,829 1,921,406 39,420,663 2025 134,587 1,922,259 39,529,101 Source: State Department of Finance estimates as of January 1. History The first inhabitants of the Santa Clara Valley were the Ohlone Indians. In the 1770’s, Spanish adventurers and ranchers, impressed by the richness of the soil and mild climate, explored and settled the area. In 1777, Spanish Padres chose the area as the site of Mission Santa Clara de Asis, the eighth of 21 missions which stretch 600 miles along the California coast. When Mexico took over the Spanish possession in 1822, livestock and farming became the main sources of livelihood. In 1850, California was admitted to the Union and the valley officially became known as Santa Clara County. The City was incorporated in 1852. The area is now known as “Silicon Valley” because of its role in the electronic and aerospace industries. City Government The City was incorporated July 5, 1852, and operates under a Council/Manager form of government as provided by its charter, which was adopted in 1951. The Santa Clara City Council consists of a Mayor and six Council members. Elected from the City at-large, the Mayor serves a

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four-year term. City Councilmembers are elected by district for numbered seats and serve staggered four-year terms. The City Charter limits the Mayor and all Councilmembers to serving two consecutive terms. The City Council, as the legislative body, represents the citizens of Santa Clara and is empowered by the City’s Charter to formulate City-wide policy. All powers of the City are vested in the Council except those prohibited by the Constitution of the State of California and the provisions of the City Charter. The Council is responsible for policy making. It appoints advisory boards, commissions and committees and also appoints the City Manager and City Attorney. The City Manager is responsible for executing City Council policies and administering City operations. The City provides a full range of services. These services include police, fire protection and emergency dispatch; electric, water, and sanitary sewer services; the construction and maintenance of streets and infrastructure; parks and recreational activities and cultural events; planning and zoning; library; cemetery; and general administrative and support services. The City Council members are shown in the following table: Member Office Term Expires Lisa M. Gillmor Mayor December 2026 Kelly G. Cox Vice Mayor December 2028 Raj Chahal Council Member December 2026 Albert Gonzales Council Member December 2028 Karen Hardy Council Member December 2026 Sudhanshu Jain Council Member December 2028 Kevin Park Council Member December 2028 Education The Santa Clara Unified School District provides public schooling from kindergarten through high school in most of the City. Small geographical areas in the southern city limits are served by the Campbell Union Elementary School District and the Cupertino Union Elementary School District. The City is also the home of the oldest institution of higher education in the West, Santa Clara University. City residents are also in close proximity to San Jose State University, Stanford University and Mission College, as well as other units of the Community College System. Transportation The City is served by the Bayshore Freeway (U.S. Highway 101), which runs southeast from San Francisco to Los Angeles and is the major freeway connecting San Francisco and San Jose; Interstate 880, which runs north/south connecting San Jose and Oakland and becomes State Highway 17 (south of Interstate 280) and continues into Santa Cruz with access to Monterey; and Interstate 280, which runs north/south to San Francisco and State Highway 82. These freeways link the City to all parts of northern California. Air transportation is available at both the San Francisco International Airport, approximately 40 miles to the north, and the San Jose International Airport, two miles from

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downtown Santa Clara. Rail service is provided by Union Pacific Railroad, on a north/south track linking San Jose and San Francisco, and CalTrain commuter service to Gilroy and San Francisco. The Guadalupe Corridor Light Rail has 20 completed miles of track from the Santa Clara Convention Center to the San Jose Convention Center, stretching to South San Jose, Mountain View and Milpitas. The Santa Clara Valley Transportation Authority operates several lines within the City with connections to major cities in the San Francisco Bay Area. Interstate bus service is available via Greyhound Bus and Peerless. Most major trucking firms serve Santa Clara in addition to numerous local carriers. Employment The City is part of the San José-Sunnyvale-Santa Clara Metropolitan Statistical Area (“MSA”), which is comprised of Santa Clara and San Benito Counties. The unemployment rate in the San Jose-Sunnyvale-Santa Clara MSA was 4.9 percent in July 2025, up from a revised 4.7 percent in June 2025, and above the year-ago estimate of 4.7 percent. This compares with an unadjusted unemployment rate of 6.1 percent for California and 4.6 percent for the nation during the same period. The unemployment rate was 6.9 percent in San Benito County, and 4.8 percent in Santa Clara County. The following table lists employment by industry group for the years 2020 through 2024.

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SAN JOSÉ-SUNNYVALE-SANTA CLARA MSA (San Benito and Santa Clara Counties) Annual Average Civilian Labor Force, Employment and Unemployment, Employment by Industry Calendar Years 2020 through 2024 (March 2024 Benchmark) 2020 2021 2022 2023 2024 Civilian Labor Force (1) 1,033,900 1,020,000 1,043,000 1,056,200 1,057,600 Employment 957,800 969,000 1,013,300 1,018,100 1,013,100 Unemployment 76,100 51,000 29,700 38,100 44,400 Unemployment Rate 7.4% 5.0% 2.9% 3.6% 4.2% Wage and Salary Employment: (2) Agriculture 5,300 5,000 4,800 4,700 4,800 Mining and Logging 200 200 200 200 200 Construction 50,100 51,700 53,800 53,900 53,200 Manufacturing 125,600 125,700 133,200 131,100 125,300 Wholesale Trade 29,200 28,300 28,900 28,900 28,500 Retail Trade 73,000 73,700 73,600 73,700 72,200 Transportation, Warehousing, Utilities 14,600 15,100 16,700 16,900 16,600 Information 105,900 107,100 106,000 97,700 94,000 Finance and Insurance 22,900 23,400 22,500 22,000 21,000 Real Estate and Rental and Leasing 15,100 15,100 15,700 15,800 15,500 Professional and Business Services 277,800 284,100 295,700 290,400 286,000 Educational and Health Services 172,700 178,400 187,000 197,100 208,700 Leisure and Hospitality 73,100 79,000 96,700 101,900 103,400 Other Services 22,100 22,800 25,400 26,500 27,400 Federal Government 10,700 10,500 10,200 10,100 10,100 State Government 7,000 6,900 7,000 7,100 7,200 Local Government 76,300 76,000 78,700 80,800 82,900 Total, All Industries (3) 1,081,500 1,102,800 1,155,800 1,158,700 1,157,000 (1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (3) Totals may not add due to rounding. Source: State of California Employment Development Department.

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The following tables show the major employers in the City and the County. CITY OF SANTA CLARA Major Employers 2025 Employer Number of Employees % of Total Employment Applied Materials, Inc. 8,500 21.1% Intel Corporation 7,801 19.3 Advanced Micro Devices Inc. 3,000 7.4 Nvidia 2,700 6.7 Kaiser Foundation Health Plan 2,600 6.4 California’s Great America 2,500 6.2 Dell 2,088 5.2 Santa Clara University 2,000 5.0 City of Santa Clara 1,200 3.0 Macy’s 1,200 3.0 Source: Reference Solutions database, Infogroup, Inc., Papillion, Nebraska.

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COUNTY OF SANTA CLARA Major Employers (Listed Alphabetically) September 2025 Employer Name Location Industry Adobe Inc San Jose Prepackaged Software Advanced Micro Devices Inc Santa Clara Semiconductor Devices (mfrs) Alphabet Inc Mountain View Internet Search Engines Analog Devices Inc San Jose Semiconductor Devices-Wholesale Apple Inc Cupertino Computers-Electronic-Manufacturers Applied Materials Inc Santa Clara Semiconductor Manufacturing Equip (mfrs) CA Inc San Jose Computer Software Application Svc Prvdrs California's Great America Santa Clara Amusement & Theme Parks Christopher Ranch LLC Gilroy Garlic (mfrs) Cisco Systems Inc San Jose Computer Peripherals (mfrs) Ebay Inc San Jose Online Retailers & Marketplaces HP Inc Palo Alto Computers-Electronic-Manufacturers Intel Corp Santa Clara Semiconductor Devices (mfrs) Intuitive Surgical Inc Sunnyvale Orthopedic Prosthetic/Srgcl Appl (mfrs) Kaiser Foundation Health Plan Santa Clara Health Services Lockheed Martin Space Systems Sunnyvale Satellite Equipment & Systems-Mfrs Lucile Packard Children's Hosp Palo Alto Hospitals NASA Mountain View Federal Government-Space Research & Technolog Netapp Inc San Jose Computer Storage Devices (mfrs) NVIDIA Corp Santa Clara Software/Application/Platform Developers & Pr Palo Alto VA Medical Ctr Palo Alto Hospitals Prime Materials San Jose Semiconductors & Related Devices (mfrs) SAP Center San Jose Stadiums Arenas & Athletic Fields Stanford University Sch-Mdcn Stanford Schools-Medical Super Micro Computer Inc San Jose Computers-Electronic-Manufacturers Source: State of California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database, 2025 1st Edition.

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Effective Buying Income “Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.” The following table summarizes the total effective buying income for the City of Santa Clara, the County of Santa Clara, the State and the United States for the period 2021 through 2025. CITY OF SANTA CLARA AND COUNTY OF SANTA CLARA Effective Buying Income As of January 1, 2021 through 2025 Year Area Total Effective Buying Income (000’s Omitted) Median Household Effective Buying Income 2021 City of Santa Clara $6,809,703 $102,682 Santa Clara County 103,006,380 103,458 California 1,290,894,604 67,956 United States 9,809,944,764 56,790 2022 City of Santa Clara $7,700,125 $119,574 Santa Clara County 113,347,038 118,652 California 1,452,426,153 77,058 United States 11,208,582,541 64,448 2023 City of Santa Clara $8,239,753 $126,599 Santa Clara County 112,532,636 121,559 California 1,461,799,662 77,175 United States 11,454,846,397 65,326 2024 City of Santa Clara $8,542,897 $132,556 Santa Clara County 114,948,530 125,048 California 1,510,708,521 80,973 United States 11,987,185,826 67,876 2025 City of Santa Clara $9,053,846 $136,498 Santa Clara County 118,437,858 128,178 California 1,557,429,767 82,725 United States 12,525,577,707 69,687 Source: Claritas, LLC.

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CITY FINANCIAL INFORMATION Accounting Policies and Financial Reporting The accounts of the City are organized on the basis of funds and account groups, to account for different activities. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity, revenues, and expenditures or expenses, as appropriate. Government resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which the spending activities are controlled. The City’s General Fund and other governmental fund types use the modified accrual basis of accounting. All of the City’s other funds, including proprietary fund types and fiduciary fund types use the accrual basis of accounting. The basis of accounting for all funds is more fully explained in the “Notes to the Financial Statements” contained in APPENDIX B. The City Council employs, at the beginning of each fiscal year, an independent certified public accountant who, at such time or times as specified by the City Council, at least annually, and at such other times as he or she shall determine, examines the combined financial statements of the City in accordance with generally accepted auditing standards, including such tests of the accounting records and such other auditing procedures as such accountant considers necessary. As soon as practicable after the end of the fiscal year, a final audit and report is submitted by such accountant to the City Council and a copy of the financial statements as of the close of the fiscal year is published. The City, all its funds and the funds of certain other component entities of the City are audited annually by a certified public accounting firm. The firm of Maze & Associates, Certified Public Accounts, Santa Clara, California, is the City’s current auditor (the “Auditor”). The annual comprehensive financial report of the City for fiscal year 2024-25 is attached hereto as APPENDIX B. The City’s financial statements are public documents and are included within this Official Statement without the prior approval of the Auditor. The Governmental Accounting Standards Board (“GASB”) published its Statement No. 34 “Basic Financial Statements – and Management’s Discussion and Analysis – for State and Local Governments” on June 30, 1999. Statement No. 34 provides guidelines to auditors, state and local governments and special purpose governments such as school districts and public utilities, on new requirements for financial reporting for all governmental agencies in the United States. Generally, the basic financial statements and required supplementary information should include (i) Management’s Discussion and Analysis; (ii) government-wide financial statements prepared using the economic measurement focus and the accrual basis of accounting and fund financial statements prepared using both the current financial resources measurement focus and the modified accrual method of accounting (governmental funds) and funds using the economic measurement focus and the accrual basis of accounting (proprietary funds) and (iii) required supplementary information. The City’s financial statements are prepared in conformance with the requirements of Statement No. 34.

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Comparative Financial Statements The following tables provide a recent history of the City’s Comparative Balance Sheet, and both a recent history of General Fund revenues, expenditures, transfers, and ending fund balances and recently budgeted amounts. CITY OF SANTA CLARA GENERAL FUND BALANCE SHEET (Fiscal Year Ending June 30) Actual Actual Actual Actual Actual 2020-21 2021-22 2022-23 2023-24 2024-25 ASSETS: Cash and investments Pooled cash and investments $146,051,500 $125,712,806 $129,831,402 $143,861,990 $185,828,042 Restricted cash 23,978,098 21,367,474 22,309,426 29,226,846 37,546,639 Receivables (net of allowances) Accounts 2,878,026 5,268,123 3,608,162 7,193,374 13,863,720 Interest 1,075,452 1,272,522 3,502,941 7,582,817 11,851,291 Loans 4,050,000 4,150,074 4,244,948 4,339,823 4,434,698 Intergovernmental 13,102,520 9,819,609 12,797,709 12,599,452 14,539,148 Due from other funds 59,476 136,068 170,011 223,091 118,978 Materials, supplies and prepaids 14,194 284,364 618 23,593 1,491,558 Advances from other funds 13,729,897 5,539,540 -- -- -- Leases receivable -- 160,478,628 254,874,503 251,591,700 254,365,857 Other 22,680 22,680 22,680 22,680 22,680 Total Assets 204,961,843 334,051,888 431,362,400 456,665,366 524,062,611 LIABILITIES: Accrued payroll 19,571,603 25,455,418 17,114,267 19,298,124 25,934,959 Deposits 3,210,028 3,922,251 4,857,612 5,631,370 5,094,824 Unearned revenue 328,031 328,031 328,031 328,031 1,407,834 Total Liabilities 23,109,662 29,705,700 22,299,910 25,257,525 32,437,617 Deferred Inflows of Resources 4,050,000 163,231,467 255,746,515 250,088,389 250,541,398 FUND BALANCES Nonspendable 13,766,771 7,243,819 3,396,234 5,880,051 8,296,261 Restricted 25,943,410 23,291,211 24,689,167 31,841,260 39,816,691 Committed 40,280,277 23,985,038 18,575,249 18,577,142 12,775,977 Assigned 7,131,026 9,843,795 13,862,662 15,756,256 16,979,509 Unassigned 90,680,697 76,750,858 92,792,663 109,264,743 163,215,158 Total Fund Balances (Deficit) 177,802,181 141,114,721 153,315,975 181,319,452 241,083,596 Total Liabilities, Deferred Inflows of Resources and Fund Balances $204,961,843 $334,051,888 $431,362,400 $456,665,366 $524,062,611 Source: City of Santa Clara, Annual Comprehensive Financial Reports.

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CITY OF SANTA CLARA STATEMENT OF GENERAL FUND REVENUES, EXPENDITURES, TRANSFERS AND BALANCES (Fiscal Year Ending June 30) Actual Actual Actual Actual Actual 2020-21 2021-22 2022-23 2023-24 2024-25 REVENUES: Taxes: Sales $56,178,097 $56,901,656 $64,497,774 $61,776,044 $79,352,441 Ad Valorem 68,772,921 74,630,557 84,599,469 90,710,410 95,931,933 Transient occupancy 2,949,235 10,812,400 18,989,011 22,347,394 26,992,989 Other 5,823,809 6,988,597 6,378,388 6,741,057 7,018,562 Licenses, permits, fines and penalties 12,568,154 5,362,982 6,593,214 11,610,060 12,320,410 Intergovernmental 2,777,156 3,057,483 1,674,936 889,326 5,804,185 Charges for services 35,630,686 36,784,544 42,115,561 45,715,376 46,030,814 Contributions in-lieu of taxes 24,548,225 27,259,168 29,584,030 33,143,505 38,881,781 Interest and rents 14,900,595 12,011,895 23,336,037 27,193,406 44,232,968 Net increase (decrease) in the fair value of investments (5,207,552) (13,688,467) (5,787,602) 9,968,998 7,432,664 Other 6,864,177 1,028,703 2,953,182 1,196,420 7,001,166 TOTAL REVENUES 225,805,503 221,149,518 274,934,000 311,291,996 370,999,913 EXPENDITURES: Current: General Administration 14,796,624 17,114,341 18,332,449 28,020,144 28,658,142 City Clerk 1,696,487 1,617,989 1,793,016 1,746,564 2,154,922 City Attorney 2,329,585 2,681,388 3,062,065 2,834,635 3,128,458 Human Resources 3,201,082 3,836,743 3,697,722 3,520,797 4,380,656 Finance 15,851,696 16,575,834 18,110,951 18,081,016 21,222,709 Public Works 23,009,607 22,830,947 22,767,600 24,514,543 25,698,149 Parks and Recreation 17,181,169 18,908,901 20,190,175 20,518,817 21,220,135 Public Safety: Police 74,053,103 62,147,962 80,863,583 84,399,853 90,870,567 Fire 58,540,157 50,109,742 66,999,955 65,032,429 69,436,548 Planning and Inspection 13,311,157 4,296,711 4,226,819 4,408,690 4,364,063 Library 8,747,649 9,896,689 10,609,591 10,571,512 11,803,441 Capital outlay 4,565,092 66,134 6,486,020 2,109,475 670,261 Debt service-principal -- 4,402 992,539 1,092,217 1,506,679 Debt service-interest and fiscal charges -- 386 61,204 195,159 103,347 TOTAL EXPENDITURES 237,283,408 210,088,169 258,193,689 267,045,851 285,218,077 Excess Revenues Over (Under) Expenditures (11,477,905) 11,061,349 16,740,311 44,246,145 85,781,836 OTHE FINANCING SOURCES (USES) Subscriptions based IT arrangement liabilities -- 18,035 6,425,640 2,078,197 586,348 Transfers in 7,924,402 6,356,119 4,693,804 2,861,559 3,660,769 Transfers out (37,427,027) (54,122,963) (15,658,501) (21,182,424) (30,264,809) TOTAL OTHER FINANCING SOURCES (USES) (29,502,625) (47,748,809) (4,539,057) (16,242,668) (26,017,692) Net Change in Fund Balance (40,980,530) (36,687,460) 12,201,254 28,003,477 59,764,144 Fund Balance, July 1 218,576,162 177,802,181 141,114,721 153,315,975 181,319,452 Adjustment 206,549(1) -- -- -- Fund Balance, July 1 (Restated) 218,782,711 -- -- -- 181,319,452 Fund Balance, June 30(2) $177,802,181 $141,114,721 $153,315,975 $181,319,452 $241,083,596 (1) The fiscal year 2020-21 adjustment in the amount of $206,549 was due to reclassification of certain funds previously reported as Agency Funds due to the implementation of GASB 84. (2) Totals may not add due to rounding. Source: City of Santa Clara, Annual Comprehensive Financial Reports.

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General Fund Budget Annual Budget Process. The budget process is the mechanism through which policy decisions regarding the allocation of resources to address City needs and priorities are made, implemented and controlled. The Charter requires that the City establish a budgetary system for general operations and prohibits expending funds for which there is no legal appropriation. The City is required to adopt an annual budget on or before June 30 for the ensuing fiscal year that begins July 1. The City uses a biennial budget process that alternates between an operating and capital budget. In a biennial operating budget year, the City adopts the operating budget for two fiscal years. In a biennial capital budget year, the City adopts a two-year capital budget and a five-year Capital Improvement Program (“CIP”) budget. In alternating years, the City may bring forth adjustments to year two of the adopted operating or capital budget. In addition, all capital and operating source and use statements are presented every year in the budget for adoption. The procedures to establish the budget are as follows. • Departments review their annual operating budget to determine their base budget needs in the following year, in order to provide the City Council-approved current level of service. Once these adjustments are identified, base budget requests are submitted to the Finance Department for review. • After receiving all base budget requests and corresponding back-up documentation to support the requests, the Finance Department meets with the City Manager’s Office to review all department requests. Once these meetings take place, the base budget is established for each department. • The City Manager’s Office, along with the Finance Department, coordinate a citywide presentation to kick off the budget process to provide a brief overview to departments of what is expected in their submissions as well as a timeline of due dates for service level change requests. • Operating Budget Cycle: Departments submit to the Finance Department all service level change requests for the operating budget, as well as any critical needs for adjustments in their capital budget. The Finance Department reviews all submissions, working with departments to resolve any questions or outstanding issues • Operating Budget Cycle: Budget meetings are held between the City Manager’s Office, the Finance Department, and departments to review all service level change requests. • Capital Budget Cycle: Departments review their existing projects, evaluate the potential need for any new projects in the upcoming fiscal year, and submit CIP project requests for final approval. During budget meetings, requests are reviewed by a Project Review Committee that consists of representatives from the City Manager’s Office, the Finance Department, and the Department of Public Works. • Following budget meetings, operating and capital budget decisions are finalized and each fund balanced based on the items presented and City Council priorities. • A City Council strategic priority setting retreat is typically held annually. During this retreat, the Ten-Year General Fund Financial Forecast is presented to City Council.

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• The City Manager submits to the City Council a proposed operating or capital budget (in alternating years) for the two following fiscal years, commencing the following July 1. Submission to the City Council occurs at least 35 days prior to the beginning of each fiscal year. • Budget study sessions and a public hearing are conducted to obtain City Council members’ and residents’ comments. Copies of the proposed budget shall be available for inspection by the public in the office of the City Clerk at least ten days prior to these hearings. • The budget is legally enacted through passage of a minute order. From the effective date of the budget, the amounts stated therein as expenditures become appropriations to the applicable funds. In order to amend the budget during the year, departments must submit a report to Council, explaining the need for the change and budget implications. Upon review and approval of the City Council, the budget may be amended. For the operating budget, the legal level of budgetary control (that is, the level at which expenditures cannot legally exceed the appropriated amount) is at the fund and department level. For funds that do not have an associated department, the legal level of budgetary control is at the fund level. For the capital budget, the legal level of budgetary control is at the project level. All appropriations lapse at the end of the fiscal year to the extent they have not been expended or encumbered. Encumbered appropriations are not reported as expenditures but are reported as a reservation of fund balance available for subsequent year expenditures based on the encumbered appropriation authority carried over to the next fiscal year. Adopted Biennial Budget. The City adopted its fiscal years 2025-26 and 2026-27 biennial budget on June 10, 2025. The expenditure budget totals $2.0 billion in fiscal year 2025-26, including $1.2 billion for the operating budget and $0.8 billion for the capital budget. In FY 2026/27, the expenditure budget totals $1.4 billion, including the operating budget of $1.3 billion and the capital budget of $0.1 billion. The fiscal year 2025-26 adopted budget represents a 20% increase from the fiscal year 2024-25 adopted budget of $1.6 billion. This increase is primarily due to the increase in capital funding, including the carryover of capital funds from fiscal year 2024-25 to fiscal year 2025-26. The increase in the Electric Utility Capital Fund expenditure budget from $373 million in the fiscal year 2024-25 adopted budget to $558 million in the fiscal year 2025-26 adopted budget represents the largest change, with increases for system expansion-related projects, including Scott Receiving Station, Kifer Receiving Station, and Northern Receiving Station.

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The following table shows the City’s adopted operating budget for fiscal years 2024-25 through 2026-27. CITY OF SANTA CLARA Adopted Budget Fiscal Years 2024-25 through 2026-27 Fund Type Fiscal Year 2024-25 Fiscal Year 2025-26 Fiscal Year 2026-27 General Fund $310,698,189 $335,374,572 $342,972,517 Special Revenue Funds 41,458,963 52,037,355 38,806,836 Enterprise Funds 945,192,918 1,012,631,859 1,100,414,703 Internal Service Funds 45,724,215 51,672,525 48,281,729 Debt/Other 152,273,904 273,236,049 27,245,993 (Less) transfers, contributions and reserves(1) (416,866,269) (529,425,156) (302,635,147) Subtotal Operating Budget $1,078,481,920 $1,195,527,204 $1,255,086,631 Capital Funds 568,932,159 777,527,724 150,763,062 Less (Transfers, Contributions, and Reserves)(1) (1,818,315) (1,454,000) (1,454,000) Subtotal Capital Budget $567,113,844 $776,073,724 $149,309,062 Total Budget $1,645,595,764 $1,971,600,928 $1,404,395,693 (1) Adjustments for transfers, contributions, and reserves are excluded to avoid double counting. Source: Fiscal year 2025-26 and 2026-27 Adopted Biennial Operating Budgets. For the fiscal year 2025-26 operating budget, the enterprise funds that are used to manage the City’s utilities (electric, water, sewer, and solid waste) represent the largest share of the budget at 57.5%. The General Fund expenditure budget totals $335.4 million, or 19.4% of the budget, and is used to fund many direct services, such as police and fire public safety services, libraries, parks, community centers, and streets maintenance. General Fund sources, excluding fund balance, total $337.7 million, including $335.8 million in revenue, and $1.8 million in transfers from other funds. Total revenues and transfers are up $8.4 million from the fiscal year 2024-25 amended budget. The growth in revenues primarily reflects increases in Property Tax, Transient Occupancy Tax, and Other Services Fees, including one-time reimbursements for City costs related to the Super Bowl and FIFA World Cup events. The City is unable to predict the impact that certain federal policies may have on its finances and operations, including uncertain tariff and trade policies, the impact of reduced federal funding on some City services and programs, and the impending possibilities of increased unemployment and an economic recession.

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State Budget On June 27, 2025, the Governor signed the fiscal year 2025-26 State Budget (the “2025-26 State Budget”). Despite continued uncertainty driven by recent federal policy changes, the 2025-26 State Budget outlines a balanced fiscal plan while maintaining significant reserves. The 2025-26 State Budget reflects a decrease of $11.0 billion in General Fund revenues from 2024-25 ($215.7 billion in 2025-26 compared to $226.7 billion in 2024-25) primarily due to projected decreases in corporation and personal income tax collections. The 2025-26 State Budget reflects a decrease in General Fund expenditures of $5.2 billion from 2024-25 ($228.4 billion in 2025-26 compared to $233.5 billion in 2024-25) primarily reflecting broad spending decreases for all major spending categories with the exception of expenditures for health and human services, which sees a significant funding increase driven by the expansion of Medi-Cal. For the full text of the 2025-26 State Budget, see the California Department of Finance website at www.dof.ca.gov or www.ebudget.ca.gov. The references to these Internet websites are shown for reference and convenience only and the information contained on such websites is not incorporated by reference into this Official Statement. The information contained on these websites may not be current and has not been reviewed by the City or the Purchasers for accuracy or completeness. Federal Revenues General. The federal government provides annual funding for several City programs, including funding from the Housing of Urban Development through the Community Block Grant, and HOME Investment Partnership in addition to other health and human services programs. In January 2025, the federal government indicated that it was considering the reduction of federal funding to a number of programs, including programs that impact City programs. The City is unable to predict whether the federal government’s review of spending may eventually impact its receipt of federal funding, and whether any such impact would have a material effect on the finances or operations of the City. The City is reviewing mitigation plans for federal funding changes that may impact the City in the future. Sanctuary Counties. Established in 2011, Santa Clara County adopted a “sanctuary policy” which prevents local police from detaining immigrants solely for immigration purposes or sharing their information with U.S. Immigration and Customs Enforcement (“ICE”), except in cases of a prior judicial warrant or a serious criminal offense, such as certain felonies. In January 2025, President Trump signed an executive order directing the Department of Homeland Security and the Department of Justice to explore denying federal funds to sanctuary jurisdictions and to pursue civil or criminal actions against them. Additionally, the United States Congress is considering bill H.R. 32, the “No Bailout for Sanctuary Cities Act,” that would empower the president to withhold federal funding from cities, counties and states with sanctuary city status. Multiple lawsuits have been filed by local governments challenging the executive order. The City is unable to predict the outcome of ongoing litigation against the sanctuary cities executive order or whether the federal government’s restriction of funding for sanctuary counties may eventually impact its receipt of federal funding, and whether any such impact would have a material effect on the finances or operations of the City. The City is reviewing mitigation plans to deal with any ongoing litigation that may impact City financials.

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General Fund Forecast In April 2025, the City Manager’s Office, in collaboration with the Finance Department and other City departments presented the City’s fiscal year 2025-26 through fiscal year 2035-26 Ten-Year Forecast, which is an annual exercise during each budget cycle that provides an updated assessment of the City’s fiscal health and serves as a strategic planning tool to assist the City Council, staff, and the public with decision making as they work to adopt the budget and consider the long-term financial strategies for the City. The following table shows the projected revenues and expenditures over the next five fiscal years for the City’s General Fund. CITY OF SANTA CLARA General Fund Forecast Fiscal Years 2025-26 through 2029-30 (in millions) 2025-26 2026-27 2027-28 2028-29 2029-30 Estimated Revenues $337.7 $340.0 $351.4 $363.9 $378.6 Estimated Expenditures 328.4 340.1 353.2 370.6 383.5 Surplus/(Deficit) $9.3 $(0.1) $(1.8) $(6.7) $(4.9) Source: City of Santa Clara Ten-Year Financial Plan. Given the decreasing level of precision to be expected in the later years of a multi-year forecast, the significance of the projections in the later years is not so much in terms of their absolute amounts, but rather in the relative size of the decrease or increase from the prior year. This information should be used to provide a multi-year perspective to budgetary decision-making, rather than as a precise prediction of what will occur. General Fund Reserves By policy, the City Council established the City’s General Contingency Reserve, under which reserves for Budget Stabilization and Capital Projects were established. • The Budget Stabilization Reserve is set aside for weathering economic downturns, emergency financial crises, and disaster situations. The reserve target is equal to the expenditures of the City’s General Fund operations for three months (90-days or 25% of General Fund Adopted Operating Budget). In fiscal year 2024-25, the City Council approved an exception to the policy to allow the reserve to drop to a minimum of 15% of expenditures given the City’s budget challenges. With the improved fiscal condition and the availability of one-time funds, the adopted fiscal year 2025-26 and fiscal year 2026-27 biennial budget brings the estimated reserve to the Council policy level of 25%. The Budget Stabilization Reserve is set at $80.9 million in fiscal year 2025-26 and $83.2 million in fiscal year 2026-27. • The Capital Projects Reserve earmarks funds for the Capital Improvement Program. The minimum target for this reserve is $5.0 million, and the reserve is expected to increase

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from $8.8 million at the end of fiscal year 2025-26 to $10.8 million in fiscal year 2026-27. The Adopted Budget assumes a $1.0 million contribution in fiscal year 2025-26 and a $2.0 million contribution in fiscal year 2026-27. The Ten-Year Forecast assumes additional increases to the annual contribution of $1.0 million annually to fund ongoing infrastructure needs, increasing the ongoing allocation to $10.0 million by fiscal year 2034-35. • The Land Sale Reserve represents 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 Technology Fee Reserve is to be used to update and/or replace the City’s aging technology and to ensure internal controls are in compliance with current business standards and legal requirements. The table below summarizes actual select reserve balances in the General Fund at the end of fiscal year 2024-25. These figures do not account for additional contributions to reserves budgeted in fiscal year 2025-26 and fiscal year 2026-27. CITY OF SANTA CLARA General Fund Reserve Balance (June 30, 2025) General Fund Budget Stabilization Reserve $68,933,228 Capital Projects Reserve 13,442,443 Land Sale Reserve 12,678,088 Technology Fee Reserve 3,018,733 Pension Stabilization Reserve 37,546,640 Property Tax ERAF Reserve 6,744,337 Accrued Liability Reserve 3,802,000 Development Fee Reserve 1,500,000 Unrestricted 59,302,681 Source: City of Santa Clara Operating Budget General Fund Reserves. Ad Valorem Property Taxes Tax Levies and Collections. Property tax is the City’s largest revenue source, outside of electric utility. In fiscal year 2025-26, property tax revenue is projected at $101.2 million and includes secured property tax of $98.0 million and unsecured property tax of $3.2 million. Assessed valuation growth on secured property is projected at 5.0% and reflects the annual inflation factor based on Consumer Price Index (2% increase in fiscal year 2025-26), growth due to property sales, and a general allowance for new construction projects being added to the tax rolls. By the end of the fiscal year 2034-35, Property Tax receipts are projected to reach $160.7 million. Taxes are levied for each fiscal year on taxable real and personal property that is situated in the City as of the preceding January 1. A supplemental roll is developed when property changes hands, which produces additional revenue.

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A 10% penalty attaches to any delinquent payment for secured roll taxes. In addition, property on the secured roll with respect to which taxes are delinquent becomes tax-defaulted. Such property may thereafter be redeemed by payment of the delinquent taxes and the delinquency penalty, plus a redemption penalty to the time of redemption. If taxes are unpaid for a period of five years or more, the property is subject to auction sale by the County Tax Collector. In the case of unsecured property taxes, a 10% penalty attaches to delinquent taxes on property on the unsecured roll, and an additional penalty of 1.5% per month begins to accrue beginning November 1 of the fiscal year, and a lien is recorded against the assessee. The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the County Clerk specifying certain facts in order to obtain a judgment lien on specific property of the taxpayer; (3) filing a certificate of delinquency for recording in the County Recorder’s office in order to obtain a lien on specified property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the assessee. The County levies (except for levies to support prior voter-approved indebtedness) and collects all property taxes for property falling within that county’s taxing boundaries. See Table 1 of the forepart of this Official Statement for a table summarizing the historical and current assessed valuation of taxable property in the City. The County operates on a Teeter Plan whereby taxing entities, including the City, receive 100% of their secured ad valorem property tax levy assessed by the County, although there is no guarantee that the County will continue to operate on a Teeter Plan. The City receives payments as a series of advances made by the County throughout the year. Secured property tax levy is recognized as revenue upon receipt, including the final payment, which generally is received within 60 days after the fiscal year end. The term “unsecured” refers to taxes on personal property other than real estate, land and buildings. Property tax revenues are recognized by the City in the fiscal year they are assessed, provided they become available as defined above. In addition to property taxes, the City has several other major tax and fee revenue sources, as described below. Sales and Use Tax. Sales tax is the City’s second largest revenue source. Sales tax collections are expected to total $70.9 million in fiscal year 2024-25, an increase of $61.8 million received in fiscal year 2023-24. Sales tax receipts experienced unusually high growth of 32.5% in the first two quarters of fiscal year 2024-25 due primarily to increases in the business-to-business sector. The City’s biennial budget conservatively assumes that a portion of that growth is one-time in nature. Sales tax revenue is projected to decrease to $65.9 million in fiscal year 2025-26. Annual growth of 3.0% is projected in future years of the City’s biennial budget forecast as sales tax growth rates normalize over this period. Based on these projections, annual collections are expected to total $85.7 million by fiscal year 2034-35. Sales tax is an excise tax imposed on retailers for the privilege of selling or leasing tangible personal property. Use tax is an excise tax imposed for the storage, use, or other consumption of tangible personal property purchased from any retailer. The total sales tax rate within the City is currently 9.125%. The proceeds of sales and use taxes imposed within the City are distributed by the State to various agencies, with the City receiving 1% of the 9.125% collected.

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Collection of the sales and use tax is administered by the California Department of Tax and Fee Administration (the “CDTFA”). This process was formerly administered by the State Board of Equalization. The Taxpayer Transparency and Fairness Act of 2017, which took effect July 1, 2017, restructured the State Board of Equalization and separated its functions among three separate entities: the State Board of Equalization, the CDTFA and the Office of Tax Appeals. The State Board of Equalization continues to perform the duties assigned to it by the state Constitution, while all other duties were transferred to the newly established CDTFA and the Office of Tax Appeals. CDTFA handles most of the taxes and fees previously collected by the State Board of Equalization, including sales and use tax. According to the CDTFA, it distributes quarterly tax revenues to local jurisdictions (like the City) using the following method: The CDTFA disburses local tax payments to all local jurisdictions three times per quarter: Month 1: First advance + current distributions payment Month 2: Second advance + current distributions payment Month 3: Final Balance (Clean-up) payment Advance payments are calculated based on taxpayer history using the prior year like quarter’s return allocation and pro-rata share multiplied by the total prepayment collected in the current month. This is intended to make the cleanup more accurate and considers seasonal taxpayer business reporting. In addition to the base advance payment, the CDTFA also distributes current distributions and adjustments as they occur. These include monthly return payments, other period return payments, audit adjustments (positive and negative), fund transfer adjustments (positive or negative), and refunds (negative). If the combined current distributions (monthly allocations) or cleanup payment results in a deficit, it will offset against the base advance until it reaches zero. The first and second advances each represent roughly 30% of the total quarterly distribution, with the final balance (cleanup) payment representing the remainder 40%. The CDTFA receives an administrative fee based on the cost of services provided by the Board to the City in administering the City’s sales tax, which is deducted from revenue generated by the sales and use tax before it is distributed to the City.

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Total taxable sales during the first quarter of calendar year 2025 in the City were reported to be $1,574,557,206, a 35.36% increase over total taxable sales of $1,163,214,174 reported during the first quarter of calendar year 2024. The table below shows total taxable sales transactions by category for calendar years 2020 through 2024. CITY OF SANTA CLARA Taxable Transactions Category 2020 2021 2022 2023 2024 Retail and Food Services: Auto Dealers, Auto Supplies $518,033,585 $657,361,089 $777,482,956 $766,229,647 $748,362,788 Home Furnishing and Appliances 232,802,395 216,615,741 235,795,898 194,031,518 143,055,968 Building Materials, Farm Implements 110,846,457 120,861,715 128,820,879 125,346,500 130,996,475 Food Stores 98,125,865 97,548,174 104,314,637 102,704,056 97,679,590 Gas/Service stations 97,170,915 128,918,033 178,429,014 162,276,797 179,606,931 Apparel Stores 37,502,721 62,870,694 68,937,660 70,782,287 69,336,954 General Merchandise Stores 192,167,511 241,632,661 288,538,582 288,088,368 284,768,601 Eating and Drinking Places 256,098,578 371,202,916 493,575,625 578,449,590 634,408,387 Other Retail Stores 81,976,770 98,404,906 105,031,896 108,118,309 118,002,677 Total Retail and Food Services 1,624,724,797 1,995,415,929 2,380,927,147 2,396,027,072 2,406,218,371 All Other Outlets 2,366,534,038 2,492,184,165 2,483,144,436 2,619,483,056 3,267,010,486 Total All Outlets $3,991,258,835 $4,487,600,094 $4,864,071,583 $5,015,510,128 $5,673,228,857 Source: State Department of Tax and Fee Administration. Factors that have historically affected sales tax revenues include the overall economic growth of the Bay Area, competition from neighboring cities, the growth of specific industries within the City, the City’s business attraction and retention efforts, and catalog and internet sales. Transient Occupancy Tax (“TOT”). TOT is calculated as a percentage of City hotel and motel room charges. The City's current TOT rate is 13.5%. This rate increased from 12.5% to 13.5% effective January 1, 2025. As with sales tax, TOT is sensitive to business cycles and can vary greatly from year to year based on occupancy levels and room rates. Prior to COVID-19, TOT saw tremendous growth. With the COVID-19 safety restrictions, TOT receipts plummeted at the end of fiscal year 2019-20 and through fiscal year 2020-21. Of all the City’s revenue categories, TOT was the most impacted by the pandemic. Actual collections over the last few years continue to rebound but remain below pre-COVID levels when factoring in the TOT rate increases that have been implemented (from 9.5% to 13.5%). TOT collections are projected to continue to increase with estimated receipts of $27.5 million in fiscal year 2025-26. This figure factors in the TOT rate increase from 12.5% to 13.5% in January 2025. By the end of the fiscal year 2034-35, TOT receipts are projected to reach $39.1 million. License and Permits Revenue. Licenses and permits revenue is projected to total $9.1 million in fiscal year 2025-26, including business licenses at $6.2 million, fire permits at $2.0 million, parking permits of $850,000, and encroachment and miscellaneous permits at $26,000. Revenue from licenses and permits is projected to reach $11.2 million in fiscal year 2034-35. Other Taxes. Other Taxes include the Franchise Tax and Documentary Transfer Tax, respectively. Franchise Tax revenue are projected to total $5.6 million in fiscal year 2025-26 with annual 4% increases through fiscal year 2034-35. The Documentary Transfer Tax, which is

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imposed on the transfer of the title of real property, is projected to total $1.6 million in fiscal year 2025-26, with 2% annual increases through fiscal year 2034-35. Silicon Valley Power Transfer. In accordance with the City’s charter, the City’s electric utility department, which provides electricity and energy services through the trademarked name of Silicon Valley Power pays 5.0% of gross revenues to the City’s General Fund. Contributions are estimated at $37.3 million in fiscal year 2025-26 and are projected to increase at an annual rate of 5% to $57.8 million by fiscal year 2034-35. Growth in this category is primarily driven by market projections for electric consumption, resources costs, and any retail rate increase assumed for the Electric Utility. Retirement Programs CalPERS Plan Description. The City contributes to the California Public Employees Retirement System (“CalPERS”), an agent multiple employer defined benefit plan, which is a public employee retirement system that acts as a common investment and administrative agent for participating public entities within the State of California. CalPERS offers a menu of benefit provisions and other requirements that are established by State statutes within the Public Employee Retirement law. The City selects optional benefit provisions from the benefit menu by contract with CalPERS and adopts those benefits through local ordinance. CalPERS issues a separate Annual Comprehensive Financial Report. Copies of the CalPERS’ annual financial report may be obtained from the CalPERS website at www.calpers.ca.gov. The City’s defined benefit pension plans for Miscellaneous and Safety employees with CalPERS provide retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. All permanent (full-time and part-time) and eligible “as-needed” hourly City employees are required to participate in CalPERS. Employees fall under two categories, Classic and PEPRA. Employees hired on or before December 31, 2012, are considered Classic PERS members. Employees hired on or after January 1, 2013, fall into the PEPRA PERS members. Pension Plan Benefits. On September 12, 2012, the State of California passed Assembly Bill (AB) 340, which created the Public Employees’ Pension Reform Act (“PEPRA”). PEPRA implemented new benefit formulas and final compensation period, as well as new contribution requirements for new employees hired on or after January 1, 2013, who meet the definition of new member under PEPRA. Please refer to the Pension Reform section of the CalPERS website for more information regarding when an employee will be considered a new member under PEPRA. Benefits for employees in the Miscellaneous Plan and Safety Plan vest after five years of CalPERS credited service. The retirement benefits are based on the retiree’s age, years of CalPERS credited service, and benefit factor of 2.7% at 55 for the Classic Miscellaneous Plan members and 3% at 50 for the Classic Safety Plan members. For members under PEPRA, the benefit factor is reduced to 2% at 62 for the Miscellaneous Plan and 2.7% at 57 for the Safety Plan. Miscellaneous Plan. Participants in this plan are eligible for service retirement and receive graduated benefits upon attaining the age of 50 with at least five years of credited service with a CalPERS employer. The service retirement benefit is a monthly allowance equal to the product of the benefit factor (2.7% at 55 for Classic members or 2% at 62 for PEPRA members), years of service, and final compensation (monthly average of member’s highest 12 or 36 (for

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PEPRA members) consecutive months full-time equivalent monthly pay). The service retirement benefit for this group is not capped. The compensation limit for Classic members for the 2025 calendar year is $350,000. Employees with membership dates prior to July 1, 1996, are not impacted by this limit. The compensation limit for PEPRA for calendar year 2025 is $155,081 for employees covered by Social Security and $186,096 for employees not covered by Social Security. These limits are adjusted annually with the CPI for all Urban Consumers.

Safety Plan. Participants in this plan are eligible for service retirement upon attaining the age of 50 with at least five years of credited service with a CalPERS employer. The service retirement benefit is a monthly allowance equal to the product of the benefit factor (3% at 50 for Classic members or 2.7% at 57 for PEPRA members), years of service, and final compensation.

For Classic Fire Safety employees, the final compensation is the monthly average of member’s highest 36 consecutive months full -time equivalent mont hly pay for both Classic and PEPRA members, and for Classic Police Safety employees, it is the monthly average of the member’s highest 12 or 36 (for PEPRA members) consecutive months full -time equivalent monthly. The service retirement benefit for the Safety plan group is capped at 90% of final compensation for the Classic members. PEPRA members have an annual compensation limit on reportable earnings. The compensation limit for calendar year 2025 is $186,906 for employees not covered by Social Security and is adjusted annually with the CPI for all Urban Consumers.

Employees Covered. At the valuation date, June 30, 2023, and measurement date June 30, 2024, the following employees were covered by the benefits terms for each Plan:

Miscellaneous Safety
Inactive employees or beneficiaries currently receiving benefits 1,093 519 Inactive employees entitled to but not yet receiving benefits 606 92 Active Employees 715 278
Total 2,414 889

------------------------------------------------------- Source: CalPERS Actuarial Report Dated July 2024

Contributions. Section 20814(c) of the California Public Employees’ Retirement Law requires that the employer contribution rates for all public employers are determined on an annual basis by an actuary, and shall be effective on the July 1 following notice of a change in the rate.

Funding contributions for both plans are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. For the year ended June 30, 2025, the City’s contributions to the Miscellaneous and Safety plans were $41,820,152 and $40,969,901, respectively.

Plans Provisions and Benefits. For a more detailed discussion of the provisions and benefits for the City’s CalPERS retirement plans, see Note 13 of APPENDIX B to this Official Statement.

CalPERS Plan Contributions. The City is required to contribute the actuarially determined remaining amounts necessary to fund the benefits for its members. The actuarial methods and assumptions used are those adopted by the CalPERS Board of Administration (the “Board of Administration”). The required employer contribution rates of annual covered payroll for the Miscellaneous plan and the Safety Plan employees for fiscal years 2022-23 through 2026- 27 are shown below:
1-

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Miscellaneous Plan Safety Plan Fiscal Year Employer Contribution Rate Fiscal Year Employer Contribution Rate 2022-23 41.23% 2022-23 64.54% 2023-24 42.21 2023-24 65.49 2024-25 45.09 2024-25 71.49 2025-26 45.98 2025-26 73.30 2026-27 41.52 2026-27 72.93 ------------------------------------------------------- Source: CalPERS Actuarial Report Dated July 2024 The contribution requirements of the plan members are established by State statute, and the employer contribution rates are established and may be amended by CalPERS. Implementation of GASB No. 68. Commencing with fiscal year ended June 30, 2015, the City implemented the provisions of GASB Statement No. 68, which require certain new pension disclosures in the notes to its audited financial statements commencing with the audit for fiscal year 2014-15. Statement No. 68 generally requires the City to recognize its proportionate share of the unfunded pension obligation by recognizing a net pension liability measured as of a date (the measurement date) no earlier than the end of its prior fiscal year. For a more detailed discussion of the City’s retirement plans, see Appendix B, Note 13. The City is required to contribute at an actuarially determined rate of annual covered payroll, plus a fixed payment of unfunded liability. The actuarially determined rates and amounts for each plan for the fiscal years ended June 30, 2025, through June 30, 2027, are as follows: City’s Required Employer Contribution Rate Fiscal Year 2024-25 Fiscal Year 2025-26 Fiscal Year 2026-27 Employer Normal Cost Rate Employer Payment of Unfunded Liability
Employer Normal Cost Rate
Employer Payment of Unfunded Liability
Employer Normal Cost Rate
Employer Payment of Unfunded Liability Miscellaneous Plan 11.83% $30,591,668 11.51% $33,245,980 11.19% $31,073,047 Safety Plan 23.28 27,667,776 22.94 30,934,459 22.27 32,980,871 Source: CalPERS Actuarial Report Dated July 2024. The City's total contributions to each plan in fiscal years 2021-22 through 2024-25 were as follows: Miscellaneous Plan Fiscal Year Total City Contribution 2021-22 $34,126,897 2022-23 36,763,760 2023-24 37,993,602 2024-25 41,820,152

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Safety Plan Fiscal Year Total City Contribution 2021-22 $32,084,531 2022-23 35,094,101 2023-24 37,050,903 2024-25 40,969,901 Funded Status. The following table sets forth the schedule of funding for the City’s Miscellaneous and Safety Plan pension plans for the fiscal years ended June 30, 2021 through June 30, 2024. Miscellaneous Plan Valuation Date (June 30) Accrued Liability Market Value of Assets Unfunded Liability Funded Ratio (1) Annual Covered Payroll 2021 $857,502,887 $599,372,803 $258,130,084 69.9% $83,063,780 2022 891,062,765 545,273,021 345,789,744 61.2 84,670,415 2023 924,576,008 571,612,158 352,963,850 61.8 88,791,934 2024 956,611,656 618,742,996 337,868,660 64.7 94,298,828 Safety Plan Valuation Date (June 30) Accrued Liability Market Value of Assets Unfunded Liability Funded Ratio (1) Annual Covered Payroll 2021 $905,879,694 $650,793,995 $255,085,699 71.8% $51,995,978 2022 948,134,875 589,480,207 358,654,668 62.2 52,825,524 2023 991,214,372 614,749,188 376,465,184 62.0 56,539,360 2024 1,029,079,101 662,787,398 366,291,703 64.4 59,931,145 (1) Based on the market value of assets. Source: CalPERS Actuarial Report Dated July 2024. Recent Actions by PERS. On November 15, 2021, the CalPERS Board selected a new asset allocation mix that will guide the fund’s investment portfolio for the next four years, while at the same time retaining the reduction of the discount rate from 7.0% to 6.8%. Notable changes for employers include a decrease in median total employer contribution rates, from less than 1% in miscellaneous plans to a decrease of more than 2% in some safety plans. Contribution changes took effect in fiscal year 2023-24 for public agencies. Other Post-Employment Benefits (“OPEB”) Plan Description. The City’s agent multiple-employer defined benefit OPEB Plan, which was established by City Council in fiscal year 2007-08 in accordance with GAAP, provides reimbursements to retirees for qualified expenses. Employees who have retired from the City with at least ten years of service and meet certain criterion based upon retirement date, household income in the most recent calendar year and age are entitled to reimbursements for qualified expenses. Annual maximum reimbursement amounts differ depending on when an employee retired from City service. The majority of retirees may be eligible for a maximum of $5,046 in annual reimbursements. Amendments to benefit provisions are negotiated by the various

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bargaining units at the City and must be approved by City Council. In fiscal year 2007-08, the City established an irrevocable exclusive agent multiple-employer defined benefit trust which is administered by Public Agency Retirement Services (“PARS”). The City is the Plan administrator, and PARS administers the investment trust for the City’s plan. The trust is used to accumulate and invest assets necessary to reimburse retirees. Separate financial reports are issued by PARS for the OPEB Plan Trust. The report can be obtained by writing to PARS at 4350 Von Karman Avenue, Suite 100, Newport Beach, CA 92660, or by calling 1-800- 540-6369. As of June 30, 2025, membership in the plan consisted of 657 retirees currently receiving benefits, 258 inactive employees entitled to but not yet receiving benefit payments and 1,013 active employees. Contributions. The OPEB Plan trust annual contributions are based upon actuarial determined contributions. The contribution requirements are established and may be amended by the City Council. Plan members do not make contributions to the plan; the plan is funded entirely by employer contributions. For the fiscal year ending June 30, 2025 the City’s cash contributions were $4,463,303 in payments to the trust, $15,846 in administrative expenses paid outside of the trust, and the estimated implied subsidy was $1,011,000, for total contributions of $5,490,149. Based an actuarial valuation as of June 30, 2024, the City’s net OPEB liability as of the fiscal year ending June 30, 2025, was $34,813,228 and is 52.6% funded. For the fiscal year ended June 30, 2025, the City recognized an OPEB expense of $4,151,000. For more information regarding the City’s OPEB, see Note 16 of the City’s Annual Comprehensive Financial Report, which is attached as APPENDIX B to the Official Statement. Deferred Compensation Plan City employees may defer a portion of their compensation under a City-sponsored deferred compensation plan. Under this plan, participants are not taxed on the deferred portion of their compensation until distribution to them, at retirement, death or in an emergency, as defined by the IRS. The City has no liability for any losses incurred by the plan and does not participate in any gains, but does have the duty of due care that would be required of an ordinary prudent investor. The City’s required contributions for the year ended June 30, 2025 totaled $1,390,568. See Note 15 of APPENDIX B to the Official Statement for additional information. Defined Contribution Plan The City’s Public Agency Retirement System Plan (the “PARS Plan”) is a compulsory retirement plan that qualifies under Section 401 of the Internal Revenue Code covering City employees who are not members of CalPERS. Under the provisions of the PARS Plan, the City makes no contributions; however, all administrative costs of the plan are funded by the City. The PARS Plan administrator is Phase II Systems. The total assets of the PARS Plan are held in trust for the employees and are not included in the City’s assets or equity. Labor Relations As of June 30, 2025, the City employed approximately 1,198.5 full-time equivalent budgeted employees. In addition, the City employs 11 unrepresented employees that include

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Executive Management and City Council positions. The City has not experienced any work stoppages or strikes by its employees. The City’s labor groups are shown below. CITY OF SANTA CLARA Labor Relations Labor Organization Employees Contract Expiration Date Unit 1 - Santa Clara Firefighters 144 December 31, 2025 Unit 2 - Police Officers Association 147 December 31, 2029 Unit 3 - International Brotherhood of Electrical Workers 89 December 31, 2025 Unit 4 - Engineers of the City of Santa Clara 51 June 30, 2025 Unit 578 - City of Santa Clara Employees Association 337.5 December 31, 2027 Unit 6 - American Federation of State, County and Municipal Employees 134 December 31, 2028 Unit 9 - Unclassified Miscellaneous Management 199 December 31, 2028 Unit 9A - Unclassified Police Management 5 December 31, 2025 Unit 9B - Unclassified Fire Management 11 December 31, 2025 Unit 9E – Unclassified Electricity Utility Management ___ _______________ Unit 10 - Public Safety Non-Sworn Employees Association 72 December 31, 2029 Source: City of Santa Clara. Risk Management The City is exposed to various risks of losses related to torts, errors and omissions, general liability, injuries to employees and unemployment claims. The City currently reports all of its risk management activities in its Internal Service Funds. Claims, expenditures and liabilities are reported when it is probable that a loss has occurred, and the amount of that loss can be reasonably estimated using actuarial methods or other estimating techniques. The City records a liability to reflect an actuarial estimate of ultimate uninsured losses for both general liability claims and workers’ compensation claims. The estimated liabilities for general liability and workers’ compensation claims are based on case reserves and include amounts for claims incurred but not reported (“IBNR”). At June 30, 2025, the estimated claims payable of $31,675,000, consisting of reserves for both reported and IBNR losses, as well as, allocated loss adjustment expenses, have been recorded in the Special Liability and Workers’ Compensation Internal Service Funds, respectively. The claims payable are reported at their present value using expected future investment yield assumptions of 2.5%, and the undiscounted claims at June 30, 2025, totaled $10,917,000 and $24,348,000 for general liability and workers’ compensation claims, respectively. With respect to the Special Liability accrual of $10.2 million, the City has numerous unsettled lawsuits filed or claims asserted against it as of June 30, 2025. The City has reviewed these claims and lawsuits in order to evaluate the likelihood of an unfavorable outcome to the City and to arrive at an estimate of the amount or ranges of potential loss to the City. As a result of such review, the City has categorized the various claims and lawsuits as “probable,” “reasonably possible,” and “remote” loss contingencies, as defined by current accounting standards.

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The City has determined that the City’s probable loss contingencies, which are accrued for as the estimated special liability for claims and lawsuits as of June 30, 2025, are approximately $10.2 million. The final outcome of claims and lawsuits, which have been categorized as reasonably possible loss contingencies, is not presently determinable and any associated potential loss cannot be estimated. Accordingly, no provision has been made in the accompanying basic financial statements relative to the potential outcome of such claims and lawsuits. However, the ultimate resolution of such claims and lawsuits is not expected to have a material effect on the accompanying basic financial statements. For more information regarding the City’s Risk Management, see Note 19 of the City’s Annual Comprehensive Financial Report, which is attached as APPENDIX B to the Official Statement. Long-Term General Fund Obligations 2013 Central Park Library Refunding Certificates of Participation (2013 COPs). On March 28, 2013, the Santa Clara Public Facilities Financing Corporation (the “PFFC”), a nonprofit financing corporation formed for the purpose of assisting the City finance construction of City facilities, executed and delivered refunding certificates of participation in the amount of $18.54 million to provide funds to refund outstanding 2002A COPs. The 2013 COPs mature annually through February 1, 2032, and bear coupon rates ranging from 2.00% to 3.75%. Debt service on the 2013 COPs is secured by lease payments made by the City’s General Fund to the PFFC for use of the library. In accordance with the lease agreement, the PFFC assigns lease payments received from the City to the trustee for payment to the certificate holders. As of June 30, 2025, $7,970,000 of principal is outstanding. Compliance. Various debt agreements governing the City’s bonds contain a number of covenants, including continuing disclosure requirements. The City is in compliance with these specific covenants and all other material covenants governing the particular bond issues. No event of default, as defined in the bond indentures, has occurred or is occurring. Disclaimer Regarding Cyber Risks The City, like other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other electronic sensitive information, the City may be the subject of cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized remote access to the City’s systems for the purposes of misappropriating assets or information or causing operational disruption or damage, or demanding ransom for restored access to files or information. In the previous five years, the City has not experienced a material cyber incident. No assurance can be given that the City’s current efforts to manage cyber threats and security will, in all cases, be successful. The City also relies on other entities and service providers in the course of operating the City, including the County, with respect to the levy and collection of ad valorem property taxes, as well as other trustees, fiscal agents and dissemination agents. No assurance can be given that future cyber threats and attacks against other third-party entities or service providers will not impact the City or the owners of the Bonds, including the possibility of impacting the timely payments of debt service on the Bonds or timely filings pursuant to the Continuing Disclosure Certificate.

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APPENDIX B ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR YEAR ENDED JUNE 30, 2025

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APPENDIX C FORMS OF OPINIONS OF BOND COUNSEL

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APPENDIX D FORMS OF CONTINUING DISCLOSURE CERTIFICATES $_________ CITY OF SANTA CLARA (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series A SERIES A CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of Santa Clara (the “City”) in connection with the issuance of the bonds captioned above (the “Series A Bonds”). The Series A Bonds are being issued under the Constitution and laws of the State of California, including but not limited to, Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, under a resolution adopted by the City Council of the City on _______, 2026 (the “Series A Bond Resolution”) and a Paying Agent Agreement by and between the City and U.S. Bank Trust Company, National Association, as Paying Agent (the “Paying Agent”), dated as of February 1, 2026 (the “Paying Agent Agreement”). The City hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Series A Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth above and in the Paying Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms have the following meanings: “Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4. “Annual Report Date” means the date not later than April 1 after the end of each fiscal year of the City (currently June 30th). “Dissemination Agent” means U.S. Bank Trust Company, National Association, or any other Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. “Listed Events” means any of the events listed in Section 5(a). “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule.

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“Official Statement” means the final official statement executed by the City in connection with the issuance of the Series A Bonds. “Participating Underwriter” means the original purchaser of the Series A Bonds required to comply with the Rule in connection with offering of the Series A Bonds, initially _______________. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing April 1, 2026, with the report for 2024-25 fiscal year, provide to the MSRB in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate; provided that the initial Annual Report due on April 1, 2026, shall consist solely of a copy of the Official Statement. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall, in a timely manner, provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form required by the Rule. (c) With respect to each Annual Report, the Dissemination Agent shall: (i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided. Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following: (a) The City’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time

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by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Unless otherwise provided in the audited financial statements filed on or before the Annual Report Date, financial information and operating data with respect to the City for the preceding fiscal year, substantially similar to that provided in the Official Statement: (i) Assessed value of taxable property within the jurisdiction of the City; (ii) Summary of property tax rates for all taxing entities within the City expressed as a percentage of assessed valuation in the form of Table 4 of the Official Statement; (iii) A statement of whether the Teeter Plan remains in effect. If the Teeter Plan is no longer in effect and to the extent such information is available from the County, property tax collection delinquencies for the City; and (iv) Amount of all general obligation debt of the City outstanding, and total scheduled debt service on such general obligation debt. (c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. (d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series A Bonds, if material: (1) Principal and interest payment delinquencies. (2) Non-payment related defaults. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or

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determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Series A Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person. (13) The consummation of a merger, consolidation, or acquisition involving the City or obligated person, or the sale of all or substantially all of the assets of the City or obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (15) Incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material. (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Series A Bonds under the Paying Agent Agreement. (c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14), and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier "material" with respect to certain notices, determinations or other events affecting the tax status of the Series A Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. (d) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given

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under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Series A Bonds under the Paying Agent Agreement. (e) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of this Section 3 contain the qualifier “if material.” The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that the City determines the event’s occurrence is material for purposes of U.S. federal securities law. (f) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series A Bonds. If such termination occurs prior to the final maturity of the Series A Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b). Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the City. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Seires A Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Series A Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

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(c) the proposed amendment or waiver either (i) is approved by holders of the Series A Bonds in the manner provided in the Paying Agent Agreement for amendments to the Paying Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Series A Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be filed in the same manner as for a Listed Event under Section 5(b). Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Series A Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Paying Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful

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misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the Series A Bond holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Series A Bonds. (b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given as follows: To the City: City of Santa Clara 1500 Warburton Avenue Santa Clara, California 95050 Attention: Director of Finance To the Dissemination Agent: U.S. Bank Trust Company, National Association One California Street, Suite 2600 San Francisco, CA 94108 Attn: Corporate Trust Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Series A Bonds, and shall create no rights in any other person or entity. Section 15. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument. Date: ______________, 2026 CITY OF SANTA CLARA By: Director of Finance ACCEPTANCE OF DUTIES AS DISSEMINATION AGENT U.S. BANK, TRUST COMPANY, NATIONAL ASSOCIATION By: Name:

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$__________ CITY OF SANTA CLARA (County of Santa Clara, California) Election of 2024 General Obligation Bonds, 2026 Series B (Qualified 501(c)(3) Bonds) SERIES B CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of Santa Clara (the “City”) in connection with the issuance of the bonds captioned above (the “Series B Bonds”). The Series B Bonds are being issued under the Constitution and laws of the State of California, including but not limited to, Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, under a resolution adopted by the City Council of the City on _______, 2026 (the “Series B Bond Resolution”) and a Paying Agent Agreement by and between the City and U.S. Bank Trust Company, National Association, as Paying Agent (the “Paying Agent”), dated as of February 1, 2026 (the “Paying Agent Agreement”). The City hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Series B Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth above and in the Paying Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms have the following meanings: “Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4. “Annual Report Date” means the date not later than April 1 after the end of each fiscal year of the City (currently June 30th). “Dissemination Agent” means the U.S. Bank Trust Company, National Association, or any other Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. “Listed Events” means any of the events listed in Section 5(a). “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule.

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“Official Statement” means the final official statement executed by the City in connection with the issuance of the Seires B Bonds. “Participating Underwriter” means the original underwriter of the Series B Bonds required to comply with the Rule in connection with offering of the Series B Bonds, initially _______________. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing April 1, 2026, with the report for 2024-25 fiscal year, provide to the MSRB in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate; provided that the initial Annual Report due on April 1, 2026, shall consist solely of a copy of the Official Statement. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall, in a timely manner, provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form required by the Rule. (c) With respect to each Annual Report, the Dissemination Agent shall: (i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided. Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following: (a) The City’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time

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by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Unless otherwise provided in the audited financial statements filed on or before the Annual Report Date, financial information and operating data with respect to the City for the preceding fiscal year, substantially similar to that provided in the Official Statement: (i) Assessed value of taxable property within the jurisdiction of the City; (ii) Summary of property tax rates for all taxing entities within the City expressed as a percentage of assessed valuation in the form of Table 4 of the Official Statement; (iii) A statement of whether the Teeter Plan remains in effect. If the Teeter Plan is no longer in effect and to the extent such information is available from the County, property tax collection delinquencies for the City; and (iv) Amount of all general obligation debt of the City outstanding, and total scheduled debt service on such general obligation debt. (c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. (d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series B Bonds, if material: (1) Principal and interest payment delinquencies. (2) Non-payment related defaults. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or

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determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Series B Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person. (13) The consummation of a merger, consolidation, or acquisition involving the City or obligated person, or the sale of all or substantially all of the assets of the City or obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (15) Incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material. (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Series B Bonds under the Paying Agent Agreement. (c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14), and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier "material" with respect to certain notices, determinations or other events affecting the tax status of the Series B Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. (d) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given

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under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Series B Bonds under the Paying Agent Agreement. (e) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of this Section 3 contain the qualifier “if material.” The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that the City determines the event’s occurrence is material for purposes of U.S. federal securities law. (f) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series B Bonds. If such termination occurs prior to the final maturity of the Series B Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b). Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the City. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Series B Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Series B Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

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(c) the proposed amendment or waiver either (i) is approved by holders of the Series B Bonds in the manner provided in the Paying Agent Agreement for amendments to the Paying Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Series B Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be filed in the same manner as for a Listed Event under Section 5(b). Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Series B Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Paying Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful

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misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the Series B Bond holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Series B Bonds. (b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given as follows: To the City: City of Santa Clara 1500 Warburton Avenue Santa Clara, California 95050 Attention: Director of Finance To the Dissemination Agent: U.S. Bank Trust Company, National Association One California Street, Suite 2600 San Francisco, CA 94108 Attn: Corporate Trust Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Series B Bonds, and shall create no rights in any other person or entity. Section 15. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument. Date: ______________, 2026 CITY OF SANTA CLARA By: Director of Finance ACCEPTANCE OF DUTIES AS DISSEMINATION AGENT U.S. BANK, TRUST COMPANY, NATIONAL ASSOCIATION By: Name:

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APPENDIX E DTC AND THE BOOK-ENTRY ONLY SYSTEM The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the City nor the Paying Agent take any responsibility for the information contained in this Section. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) Bonds representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. 1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (in this Appendix, the “Bonds”). The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. If, however, the aggregate principal amount of any maturity exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust

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companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference. 3. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive Bonds representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. 4. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. 6. Redemption notices will be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to City as soon as possible

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after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from City or Paying Agent on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, Paying Agent, or City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of City or Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to City or Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bonds are required to be printed and delivered. 10. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that City believes to be reliable, but City takes no responsibility for the accuracy thereof. 1 AGENDA VERSION

OFFICIAL NOTICE OF SALE

$_____________

CITY OF SANTA CLARA
(COUNTY OF SANTA CLARA, CALIFORNIA)
ELECTION OF 2024 GENERAL OBLIGATION BONDS,
2026 SERIES A

Date of Sale
Tuesday, February 10, 2026
_:__ a.m., California Time

BIDS TO BE RECEIVED VIA PARITY®

For further information, please contact:

Jaime Trejo
PFM Financial Advisors LLC
100 Montgomery Street, Suite 2150
San Francisco, California 94104
(415) 393–7254
Email: [email protected]

A copy of the Preliminary Official Statement
may be obtained at:

www._________________________

 Preliminary, subject to change.

$_____________

CITY OF SANTA CLARA
(COUNTY OF SANTA CLARA, CALIFORNIA)
ELECTION OF 2024 GENERAL OBLIGATION BONDS,
2026 SERIES A

NOTICE IS HEREBY GIVEN that all-or-none bids will be received by the City of Santa Clara (the “ City”), for the purchase of the captioned bonds (the “Bonds"). All bids must be submitted as follows:

TIME: _:__ a.m., California Time

DATE: Tuesday, February 10, 2026

BIDDING PLATFORM: S&P’s BiDCOMPTM/PARITY® System (“PARITY®”)

Bids for the purchase of the Bonds will be received and considered subject to the terms and conditions described herein.

Please note that the City reserves the right to cancel or reschedule the sale of the Bonds upon notice given through Thomson Municipal News on Thomson Muni cipal Market Monitor (www.TM3.com) (the “News Service”) at any time before the time for the receipt of bids, and if the sale is rescheduled, notice of the new sale date and time, if any, will be given through the News Service no later than 5:00 p.m. California time the business day prior to the new day bids are to be received, and bids will be received in the manner set forth above at the rescheduled date and time as the City may determine.

DESCRIPTION OF THE BONDS

ISSUE. The Bonds will be issued in the original principal amount of $_____________*, and bear interest from the date of their issue, in full book -entry only form, maturing as shown below under the heading “MATURITY SCHEDULE.” Prospective bidders should note that the terms of sale permit adjustment of individual maturities. See "ADJUSTMENT OF PRINCI PAL AMOUNTS" below.

Reference is made to the preliminary official statement prepared and distributed in connection with the offering and sale of the Bonds, dated ________________________, 2026 (the "Preliminary Official Statement") for a complete description of the Bonds.

INTEREST RATE. Interest will be calculated on the basis of a 360 -day year composed of twelve 30-day months. The Bonds shall represent interest from their date at a rate or rates to be determined at the sale thereof. Interest on the Bonds is payable semiannually on February 1 and August 1 in each year (the "Interest Payment Dates"); commencing August 1, 2026. Bidders may specify any number of separate interest rates, and any rate may be repeated as often as desired; provided, however, that

(i) each interest rate specified must be in a multiple of 1/20 of 1% or 1/8 of 1%;

 Preliminary, subject to change.

2 (ii) a zero rate of interest cannot be specified;

(iii) each Bond shall bear interest from its dated date to its stated maturity date at the interest rate specified in the bid;

(iv) all Bonds of the same maturity date shall bear the same rate of interest; and

(v) no bid will be accepted which provides for the cancellation and surrender of any interest payment or for the waiver of interest or other concession by the bidder as a substitute for payment in full of the purchase price of the Bond or Bonds.

Bids that do not conform to the terms of this paragraph will be rejected.

PAYMENT. Principal of and interest on the Bonds will be payable by U.S. Bank Trust Company, National Association, the paying agent for the Bonds (herein, the " Paying Agent"), in lawful money through the facilitie s of The Depository Trust Company, New York, New York (“DTC”).

AUTHORITY FOR ISSUANCE AND PURPOSE. The Bonds are being delivered pursuant to a Paying Agent Agreement dated as of February 1, 2026 (the “Paying Agent Agreement ”), between the City and the Paying Agent, and a resolution adopted by the City Council of the City on January 13, 2026.

The City is issuing the Bonds to to finance the costs of acquiring and constructing certain voter-approved public capital improvements within the City.

DENOMINATIONS. The Bonds will be executed and delivered as fully registered Bonds in denominations of $5,000 each or any integral multiple thereof.

DATE OF BONDS. The Bonds will be dated their date of delivery (the “Closing Date”), which is anticipated to be on or about February 24, 2026.

MATURITY SCHEDULE. The Bonds will mature, or be subject to mandatory sinking fund redemption, on August 1 in each of the years, and in the amounts, as set forth in the following table. The final principal amount of the Bonds, and the final amount of each maturity of the Bonds, is subject to increase or reduction as described below under the heading "ADJUSTMENT OF PRINCIPAL AMOUNTS." Each bidder must specify in its bid whether, for any particular year, the Bonds will mature or, alternatively, be subject to mandatory sinking fund redemption in such year.

3 MATURITY SCHEDULE(1)
Maturity
(August 1)

Principal Amount

(1) Preliminary, subject to change. See “ADJUSTMENT
OF PRINCIPAL AMOUNTS” below.

ADJUSTMENT OF PRINCI PAL AMOUNTS. The principal amounts set forth in this Official Notice of Sale for the Bonds reflect certain estimates of the City and its municipal advisor, PFM Financial Advisors LLC (the “Municipal Advisor”), with respect to the likely interest rates of a winning bid and the premium/discount specified in such a winn ing bid described below under the heading “TERMS OF SALE” below.

The total principal amount of the Bonds and the principal amounts payable in each of the years set forth above are subject to adjustment, in $5,000 increments, to reflect the actual interest rates and any premium contained in the winning bid . The City reserves the right to increase or decrease the principal amount of any maturity of the Bonds (or, in the case of the term Bonds, the principal amount thereof which is subject to mandatory sinking fund redemption on August 1 in any year). The winning bidder will be notified of any adjustment in principal amounts as described in “ TERMS OF SALE - PROCESS OF AWARD” below . Adjustment of the principal amounts will not affect the determination of the winning bid. A successful bidder may not withdraw its bid as a result of any changes made within these limits.

OPTIONAL REDEMPTION. Bonds maturing on or before August 1, 20___, are not subject to redemption prior to their respective maturity dates. Bonds maturing on or after August 1, 20___, shall be subject to redemption prior to their respective maturity dates, at the option of

4 the City, on any date on and after August 1, 20 ___, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the date of redemption, without premium.

MANDATORY SINKING FUND REDEMPTION. Any bidder may, at its option, specify that one or more maturities of the Bonds will consist of term b onds which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof, as designated in the bid of such bidder. If the bid of the successful bidder specifies that any maturity of Bonds will be term bon ds, such term bonds will be subject to mandatory sinking fund redemption on August 1 in each year so designated in the bid, in the respective amounts for such years as set forth above under the heading “MATURITY SCHEDULE,” at a redemption price equal to the principal amount thereof to be paid together with accrued interest thereon to the redemption date, without premium.

BOOK ENTRY SYSTEM. The Bonds when issued will be registered in the name of CEDE & CO., as nominee of DTC, and will be initially issued as one bond for each of the maturities of the Bonds. DTC will be appointed depository for the Bonds and registered ownership of the Bonds may not thereafter be transferred except as provided in the procedures, rules and requirements established by DTC. The Paying Agent will pay payments of principal and interest to DTC for subsequent disbursement to DTC Participants who will remit such payments to the Beneficial Owners of the Bonds.

SECURITY. The Bonds are general obligation bonds payable from ad valorem property taxes levied within the City. The City Council has the power, and covenants, to direct Santa Clara County to levy ad valorem taxes upon all property within the City subject to taxation , without limitation of rate or amount, for the payment of the Bonds and the interest thereon. Bidders are referred to the Preliminary Official Statement for further details as to the security for the Bonds.

NO RESERVE FUND: The City will not establish a debt service reserve fund for the Bonds.

TAX EXEMPTION ; BOND OPINION . On the Closing Date, Jones Hall LLP (“Bond Counsel”) will deliver to the Purchaser (as defined below) its opinion that, subject to certain qualifications described therein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes.

Bidders are referred to the Preliminary Official Statement for a description of the proposed final opinion of Bond Counsel.

DISCLOSURE COUNSEL LETTER: The Purchaser (as defined below) will receive a disclosure counsel letter addressed to them regarding the Final Official Statement (as defined below) from Jones Hall LLP to the effect that no information has come to the attention of such counsel to cause such counsel to believe that the Final Official Statement (excepting certain provisions therein) as of its date contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

NO LITIGATION CERTIFICATE. At the time of issuance of the Bonds, the City will certify there is no litigation pending concerning the validity of the Bonds, the Paying Agent Agreement or any proceedings of the City with respect thereto, and that there are no lawsuits or claims

5 pending against the City which will materially affect the City’s authority to direct Santa Clara County to levy ad valorem taxes to pay debt service on the Bonds.

RIGHT OF CANCELLATION BY THE PURCHASER. The Purchaser (as defined below) will have the right, at its option, to cancel its purchase of the Bonds if the City fails to execute the Bonds and tender the same for delivery within 60 days from the date of award thereof. In such event, the Purchaser will be entitled to the return of the good faith deposit accompanying the bid (see “TERMS OF SALE - GOOD FAITH DEPOSIT” below).

PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT. The Preliminary Official Statement has been deemed final by the City for purposes of Securities Exchange Commission Rule 15c2 -12 (the "Rule"), but is subject to revision, amendment and completion in a final official statement (the "Final Official Statement") as provided in the Rule. A copy of the certificate executed by the City indicating that the Preliminary Official Statement has been deemed final as of its date will be provided to potential bidders upon request to the Municipal Advisor. The City will certify that as of the date of the Final Official Statement, to the best of its knowledge, the Final Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

The City will furnish to the Purchaser, at no expense to the Purchaser, an electronic copy of the Final Official Statement and, upon request, up to 25 printed copies of the Final Official Statement within 7 business days of the award date. Additional copies will be made available upon request, submitted to the Municipal Advisor no later than twenty-four hours after the time of receipt of bids, at the Purchaser’s expense, for use in connection with any resale of the Bonds.

CONTINUING DISCLOSURE. In order to assist bidders in complying with the Rule, the City will undertake, pursuant to a Continuing Disclosure Certificate, to provide certain annual financial information relating to the City and the Bonds, and notices of the occurrence of certain events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement.

6 TERMS OF SALE

BASIS OF AWARD. Unless all bids are rejected as described in this Official Notice of Sale, the Bonds will be awarded to the responsible bidder whose bid produces the lowest true interest cost on the Bonds.

The true interest cost specified in any bid will be that rate which, when used in computing the present value of principal and interest to be paid on all Bonds from the expected date of delivery (which is assumed for computational purposes to be the Closing Date), to their respective maturity dates, or mandatory sinking fund redemption dates in the case of term bonds, produces an amount equal to the purchase price (including any premium) specified in such bid.

For purposes of computing the true interest cost represented by any bid, the purchase price specified in such bid shall be equal to the par amount of the Bonds plus any premium specified in such bid, less any original issue discount, and the true interest rate shall be calculated by the use of a semiannual interval of compounding interest based on the Interest Payment Dates for the Bonds.

Bidders are requested to supply a calculation of the true interest cost of the Bonds to the City on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City.

In the event of a tied bid, the procedure for determining the winning bid will be the toss of a coin to be conducted by the City among such bidders whose bids have produced the tie.

ALL OR NONE BID. Any prospective purchaser may submit a bid for the Bonds, provided that all bids must be unconditional, and if any of the Bonds are bid for, then all of the Bonds must be bid for.

PAR AND PREMIUM BIDS; NO NET DISCOUNT BIDS. All bids for the Bonds shall be for par or more; no net discount bids for the Bonds will be accepted. Individual maturities of the Bonds may be offered at par, a premium or a discount.

NO BOND INSURANCE. Bids involving bond insurance will not be accepted.

FORM OF BID. Each bid must be in accordance with the terms and conditions set forth herein, and must be received via PARITY® on the date and until the time set forth on the cover page of this Official Notice of Sale, unless postponed by the City as set forth herein (see “–RIGHT OF POSTPONEMENT BY THE CITY” below). To the extent any instructions or directions set forth in PARITY® conflict with this Notice, the terms of this Notice shall control. For further information about PARITY®, potential bidders may contact the Municipal Advisor (see the cover page of this Official Notice of Sale for contact information).

DELIVERY OF BONDS. Delivery of the Bonds will be made to the Purchaser through the facilities of The Depository Trust Company in New York, New York (or at any other mutually agreeable location) on the Closing Date. Payment of the purchase price (less the amount of the good faith deposit described under the heading “–GOOD FAITH DEPOSIT” below) must be made in cash, Federal Reserve Bank funds, or other immediately available funds.

ELECTRONIC BIDS. Bids will only be accepted electronically via PARITY® in accordance with this Official Notice of Sale.

7 To the extent any instructions or directions set forth in PARITY® conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about PARITY®, potential bidders may contact the Municipal Advisor (see the cover page of this Official Notice of Sale for contact information).

WARNING REGA RDING ELECTRONIC BIDS. THE CITY WILL ACCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY® ON THE OFFICIAL BID FORM CREATED FOR THAT PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS

AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH PARITY®, THAT THE CITY NEITHER ENDORSES NOR EXPLICITLY ENCOURAGES THE USE OF PARITY®, AND THAT PARITY® IS NOT ACTING AS AN AGENT OF THE CITY. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY®, AND THE CITY ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY®.

THE CITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY® HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER.

THE CITY , THE MUNICIPAL ADVISOR AND BOND COUNSEL ASSUME NO

RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED

ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR

RECEIPT OF BIDS WILL BE DETERMINED BY THE CITY AT THE PLACE OF BID OPENING, AND THE CITY SHALL NOT BE REQUIRED TO A CCEPT THE TIME KEPT BY PARITY® AS THE OFFICIAL TIME.

UNDERWRITING GROUP. Each bidder is requested to furnish the names of all joint managers participating in the bid. The successful bidder will be required to submit a list of all syndicate members in addition to the managers not later than 24 hours after receiving a verbal award.

RIGHT OF CANCELLATION OF SALE BY THE CITY. The City reserves the right, in its sole discretion, at any time before the time for the receipt of bids to cancel the public sale of the Bonds. In such event, the City shall cause notice of cancellation of this invitation for bids and the public sale of the Bonds to be communicated through the News Service as promptly as practicable. However, no failure to p ublish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Bonds.

RIGHT TO MODIFY OR AMEND . The City reserves the right, in its sole discretion, to modify or amend this Official Notice of Sale including, but not limited to, the right to change the principal amount and principal amortization schedule of the Bonds being offered; however, such modifications or amendments shall be made not later than 5:00 p.m., California time, on the business day prior to the bid opening and communicated through the News Service.

RIGHT OF POSTPONEMENT BY THE CITY. The City reserves the right, in its sole discretion, to postpone, from time to time, the date and time established for the receipt of bids.

Any such postponement will be communicated through the News Service not later than 5:00 p.m., California time, on the business day prior to any announced date for receipt of bids. If any date is postponed, any alternative sale date and time will be announced via the News Service by 5:00 p.m. California Time on the business day prior to such alternative sale date.

On any such alternative sale date, any bidder may submit a bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale, except for the

8 date of sale and except for the changes announced by the News Service at the time the sale date and time are announced.

RIGHT OF REJECTION. The City reserves the right, in its sole discretion, to reject any and all bids and to waive any irregularity or informality in any bid.

PROCESS OF AWARD. The City will take final action awarding the Bonds or rejecting all bids not later than 36 hours after the time for receipt of bids, unless such time period is waived by the Purchaser (defined below).

The following steps constitute the City’s process for a final award of the Bonds:

(1) The Municipal Advisor, on behalf of the City, will give a verbal notice of award to the apparent winning bidder (the “Ap parent Winning Bidder”) to be determined as described under the heading “–BASIS OF AWARD” above.

(2) The Apparent Winning Bidder shall provide within one hour of verbal notice the initial reoffering prices and confirm that it is prepared to execute the Issue Price Certificate described under the heading “–ESTABLISHMENT OF ISSUE PRICE” below.

(3) The Apparent Winning Bidder shall provide the Good Faith Deposit within 90 minutes (unless otherwise agreed to by the City) of verbal notice by wire transfer, as described under the heading “–GOOD FAITH DEPOSIT” below.

(4) The Municipal Advisor will email to the Apparent Winning Bidder confirmation of the final principal amortization schedule and purchase price for the Bonds, after adjustments, if any, are made, as described under the heading “DESCRIPTION OF THE BONDS–ADJUSTMENT OF PRINCIPAL AMOUNTS” above.

(5) The Municipal Advisor will email to the Apparent Winning Bidder written confirmation of the final award.

Upon completion of all steps described ab ove, the Apparent Winning Bidder will be deemed the Purchaser of the Bonds (the “Purchaser”) and will be bound by the terms of the contract to purchase the Bonds, which shall consist of: (a) this Official Notice of Sale; (b) the information that is transmi tted electronically by the bidder through PARITY®; and (c) any adjustments to the final principal amortization schedule and purchase price made as described under “DESCRIPTION OF THE BONDS– ADJUSTMENT OF PRINCIPAL AMOUNTS.”

GOOD FAITH DEPOSIT. A good faith deposit in the amount of $________________ for the Bonds (the “Good Faith Deposit”) must be provided by the Apparent Winning Bidder. The Good Faith Deposit must be submitted by wire transfer (as described below). The Bonds will not be officially awarded to a bidder who has not submitted a Good Faith Deposit.

Upon the determination by the City of the Apparent Winning Bidder (as described above under the heading “–PROCESS OF AWARD”), the Municipal Advisor will request the Apparent Winning Bidder to (i) immediately wire the Good Faith Deposit to the Paying Agent, as described below, and (ii) provide, within 90 minutes of such request, the Federal wire reference number of such Good Faith Deposit to the Municipal Advisor by email at the addres s shown above. The wire transfer is to be made to U.S. Bank National Association using wire instructions to be provided to the Apparent Winning Bidder.

9 If the Apparent Winning Bidder does not wire the Good Faith Deposit as required, or does not provide the Federal wire reference number confirming the wire-transfer of such deposit to the Municipal Advisor within the time specified above, the City may reject the bid of the Apparent Winning Bidder and may award the Bonds to a responsible bidder that submitted a confirming bid that represents the next lowest true interest cost to the City.

No interest will be paid upon a Good Faith Deposit made by an Apparent Winning Bidder.

Upon receipt of the Good Faith Deposit by the City, the Good Faith Deposit will immediately become the property of the City . The Good Faith Deposit will be held and invested for the exclusive benefit of the City. The Good Faith Deposit, without interest thereon, wil l be credited against the purchase price of the Bonds purchased by the Purchaser at the time of delivery thereof.

If the purchase price is not paid in full upon tender of the Bonds, the City shall retain the Good Faith Deposit and the Purchaser will have no right in or to the Bonds or to the recovery of its Good Faith Deposit, or to any allowance or credit by reason of such deposit, except pursuant to a right of cancellation. See “DESCRIPTION OF THE BONDS –RIGHT OF CANCELLATION BY THE PURCHASER.” In the event of nonpayment of the purchase price for the Bonds by the Purchaser, the City reserves any and all rights granted by law to recover the full purchase price of the Bonds and, in addition, any damages suffered by the City.

CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEE. Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the Bonds will be charged the California Debt and Investment Advisory Commission fee.

QUALIFICATION FOR SALE; BLUE SKY. Compliance with blue sky laws shall be the sole responsibility of the Purchaser. The City will furnish such information and take such action not inconsistent with law as the Purchaser may request and the City shall deem necessary or appropriate to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the Purchaser; provided, however, that the City shall not execute a general or special consent to service of process or qualify to do business in connection with such qualification or determination in any jurisdiction. The Purchaser shall not offer to sell or solicit any offer to buy the Bonds in any jurisdiction where it is unlawful for the Purchaser to make such offer, solicitation or sale, and the Purchaser shall comply with the blue sky and other securities laws and regulations of the states and jurisdictions in which the Purchaser sells the Bonds.

CUSIP NUMBERS. It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error with respect thereto shall constitute cause for failure or refusal by the Purchaser to accept delivery of and pay for the Bonds in accordance with the terms hereof. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the City; provided, however, that the ordering of and the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the Purchaser.

ESTABLISHMENT OF ISSUE PRICE.

(a) The Purchaser shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto

10 as Exhibit 1, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Purchaser, the City and Bond Counsel. All actions to be taken by the City under this Official Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the City by the Municipal Advisor and any notice or report to be provided to the City may be provided to the Municipal Advisor.

(b) The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because:

(1) the City shall disseminate this Official Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters;

(2) all bidders shall have an equal opportunity to bid;

(3) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and

(4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth in this Official Notice of Sale.

Any bid submitted pursuant to this Official Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. By submitting a bid for the Bonds, each bidder certifies that it has an established industry reputation for underwriting new issuances of municipal bonds. The City will not accept bids from firms without an established industry reputation for underwriting new issuances of municipal bonds.

(c) If the City receives less than three bids that conform to the parameters contained herein such that the competitive sale requirements are not satisfied, the City intends to treat the initial offering price of each maturity of the bonds set forth in the bid s ubmitted by the winning bidder (the “initial offering price”) as the issue price of that maturity (the "hold -the-offering-price rule"). Consequently, each bidder should assume for purposes of making its bid that for each maturity of the Bonds, the City will treat the initial offering prices as of the date that the Bonds are awarded by the City to the successful bidder ("sale date") as the issue price of the Bonds. The City will advise the Apparent Winning Bidder within one hour of receipt of bids if the hol d-the- offering-price rule will apply. In the event that the competitive sale requirements are not satisfied and issue price is established pursuant to the hold -the-offering-price rule, the issue price certificate shall be substantially in the form attached hereto as Exhibit 2.

(d) By submitting a bid, the successful bidder shall, on behalf of the underwriters participating in the purchase of the Bonds, (i) confirm that the underwriters have offered or will offer each maturity of the Bonds to the public on or before the sale date at the initial offering price set forth in the bid submitted by the winning bidder, and (ii) agree that the underwriters will neither offer nor sell any maturity of the Bonds to any person at a price that is higher than the initial offering price for such maturity during the period starting on the sale date and ending on the earlier of the following:

(1) the close of the 5th business day after the sale date; or

11 (2) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price for such maturity.

The winning bidder shall promptly advise the City when the underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price if that occurs prior to the close of the 5th business day after the sale date.

(e) The City acknowledges that, in making the representation set forth above, the successful bidder will rely on (i) the agr eement of each underwriter to comply with the hold -the- offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.

(f) By submitting a bid, each bidder confirms that:

(1) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to

(A) report the prices at which it sells to the public the Bonds of each maturity allotted to it until it is notified by the successful bidder that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and

(B) comply with the hold -the-offering-price rule, if and for so long as directed by the successful bidder and in the related pricing wires, and

(2) any agreement among underwriters relating to the sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to

(A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the successful bidder or such underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and

12 (B) comply with the hold -the-offering-price rule, if and for so long as directed by the successful bidder or such underwriter and as set forth in the related pricing wires.

Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Official Notice of Sale.

(g) For purposes of this Official Notice of Sale:

(1) "public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an underwriter or a related party,

(2) "underwriter" means (A) any person that agrees pursuant to a writte n contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public), and

(3) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to ( A) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), ( B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of t he applicable stock or interests by one entity of the other).

ADDITIONAL INFORMATION AVAILABLE. Requests for additional information about the City or the Bonds may be directed to the City’s Bond Counsel, Jones Hall, attention: Scott Ferguson, telephone (415) 391-5780 x204; or, the Municipal Advisor (see the cover of this Official Notice of Sale for contact information).

Dated: ___________, 2026

Director of Finance
City of Santa Clara

1 EXHIBIT 1

FORM OF REOFFERING PRICE CERTIFICATE

TO BE DELIVERED IF COMPETITIVE SALE REQUIREMENTS ARE MET (I.E., 3 BIDS

FROM COMPETITIVE PROVIDERS ARE RECEIVED)

$____________
City of Santa Clara
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series A

ISSUE PRICE CERTIFICATE

The undersigned, on behalf of [ NAME OF UNDERWRITER ] ( “[SHORT NAME OF UNDERWRITER]”), hereby certifies as set forth below with respect to the sale of the above - captioned obligations (the “Bonds”).

1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by [ SHORT NAME OF UNDERWRITER ] are the prices listed in Schedule 1 (the “Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the Bonds used by [SHORT NAME OF UNDERWRITER] in formulating its bid to purchase the Bonds.

Attached as Schedule 1 is a true and correct copy of the bid provided by [ SHORT NAME OF UNDERWRITER] to purchase the Bonds.
(b) [SHORT NAME OF UNDERWRITER ] was not given the opportunity to review other bids prior to submitting its bid.
(c) The bid submitted by [SHORT NAME OF UNDERWRITER] constituted a firm offer to purchase the Bonds.

2. Defined Terms.
(a) Issuer means City of Santa Clara, California.
(b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE]. (e) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract

2 directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [ SHORT NAME OF UNDERWRITE R]’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038 -G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

Dated: [ISSUE DATE] [UNDERWRITER]

By:

Name and Title

3 SCHEDULE 1

BIDDING DOCUMENTATION AND INITIAL OFFERING PRICES

1 EXHIBIT 2

FORM OF REOFFERING PRICE CERTIFICATE

TO BE DELIVERED IF COMPETITIVE SALE REQUIREMENTS ARE NOT MET (3

COMPETITIVE BIDS ARE NOT RECEIVED) AND HOLD-THE-OFFERING-PRICE USED FOR

ISSUE PRICE

$____________
City of Santa Clara
(County of Santa Clara, California)
Election of 2024 General Obligation Bonds,
2026 Series A

ISSUE PRICE CERTIFICATE

The undersigned, on behalf of [ NAME OF UNDERWRITER/REPRESENTATIVE ] ([“[SHORT NAME OF UNDERWRITER ]”)][the “Representative”) ][, on behalf of itself and [NAMES OF OTHER UNDER WRITERS] (together, the “Underwriting Group”), ] hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the “Bonds”).

1. Initial Offering Price of the Bonds.
(a) [SHORT NAME OF UNDERWRITER ][The Underwriting Group ] offered each Maturity of the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule 1 (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule 1. (b) As set forth in the [Bond Purchase Agreement][Notice of Sale and bid award], [SHORT NAME OF UNDERWRITER ][the members of the Underwriting Group ] [has][have] agreed in writing that, (i) for each Maturity of the Bonds, [it][they] would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail d istribution agreement, to comply with the hold -the- offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

2. Defined Terms.
(a) Holding Period means, for each Maturity of the Bonds, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([DATE]), or (ii) the date on which [SHORT NAME OF THE UNDERWRITER][the Underwriters] [has][have] sold at least 10% of such Maturity of the Bonds to the Public at prices that are no higher than the Initial Offering Price for such Maturity. (b) Issuer means City of Santa Clara, California.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.

2 (d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [DATE]. (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [ NAME OF UNDERWRITING FIRM ][the Representative’s ] interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation, in connection with rendering its opinion tha t the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

Dated: [ISSUE DATE] [UNDERWRITER]

By:

Name and Title

3 SCHEDULE 1

LISTING OF HOLD-THE-PRICE MATURITIES, INITIAL OFFERING PRICES AND

PRICING WIRE

1 AGENDA VERSION

OFFICIAL NOTICE OF SALE

$_____________

CITY OF SANTA CLARA
(COUNTY OF SANTA CLARA, CALIFORNIA)
ELECTION OF 2024 GENERAL OBLIGATION BONDS,
2026 SERIES B (QUALIFIED 501(C)(3) BONDS)

Date of Sale
Tuesday, February 10, 2026
_:__ a.m., California Time

BIDS TO BE RECEIVED VIA PARITY®

For further information, please contact:

Jaime Trejo
PFM Financial Advisors LLC
100 Montgomery Street, Suite 2150
San Francisco, California 94104
(415) 393–7254
Email: [email protected]

A copy of the Preliminary Official Statement
may be obtained at:

www._________________________

 Preliminary, subject to change.

$_____________

CITY OF SANTA CLARA
(COUNTY OF SANTA CLARA, CALIFORNIA)
ELECTION OF 2024 GENERAL OBLIGATION BONDS,
2026 SERIES B (QUALIFIED 501(C)(3) BONDS)

NOTICE IS HEREBY GIVEN that all-or-none bids will be received by the City of Santa Clara (the “ City”), for the purchase of the captioned bonds (the “Bonds"). All bids must be submitted as follows:

TIME: _:__ a.m., California Time

DATE: Tuesday, February 10, 2026

BIDDING PLATFORM: S&P’s BiDCOMPTM/PARITY® System (“PARITY®”)

Bids for the purchase of the Bonds will be received and considered subject to the terms and conditions described herein.

Please note that the City reserves the right to cancel or reschedule the sale of the Bonds upon notice given through Thomson Municipal News on Thomson Municipal Market Monitor (www.TM3.com) (the “News Service”) at any time before the time for the receipt of bids, and if the sale is rescheduled, notice of the new sale date and time, if any, will be given through the News Service no later than 5:00 p.m. California time the business day prior to the new day bids are to be received, and bids will be received in the manner set forth above at the rescheduled date and time as the City may determine.

DESCRIPTION OF THE BONDS

ISSUE. The Bonds will be issued in the original principal amount of $_____________*, and bear interest from the date of their issue, in full book -entry only form, maturing as shown below under the heading “MATURITY SCHEDULE.” Prospective bidders should note th at the terms of sale permit adjustment of individual maturities. See "ADJUSTMENT OF PRINCI PAL AMOUNTS" below.

Reference is made to the preliminary official statement prepared and distributed in connection with the offering and sale of the Bonds, dated ________________________, 2026 (the "Preliminary Official Statement") for a complete description of the Bonds.

INTEREST RATE. Interest will be calculated on the basis of a 360 -day year composed of twelve 30-day months. The Bonds shall represent interest from their date at a rate or rates to be determined at the sale thereof. Interest on the Bonds is payable semiannually on February 1 and August 1 in each year (the "Interest Payment Dates"); commencing August 1, 2026. Bidders may specify any number of separate interest rates, and any rate may be repeated as often as desired; provided, however, that

(i) each interest rate specified must be in a multiple of 1/20 of 1% or 1/8 of 1%;

 Preliminary, subject to change.

2 (ii) a zero rate of interest cannot be specified;

(iii) each Bond sh all bear interest from its dated date to its stated maturity date at the interest rate specified in the bid;

(iv) all Bonds of the same maturity date shall bear the same rate of interest; and

(v) no bid will be accepted which provides for the cancellation and surrender of any interest payment or for the waiver of interest or other concession by the bidder as a substitute for payment in full of the purchase price of the Bond or Bonds.

Bids that do not conform to the terms of this paragraph will be rejected.

PAYMENT. Principal of and interest on the Bonds will be payable by U.S. Bank Trust Company, National Association, the paying agent for the Bonds (herein, the " Paying Agent"), in lawful mo ney through the facilities of The Depository Trust Company, New York, New York (“DTC”).

AUTHORITY FOR ISSUANCE AND PURPOSE. The Bonds are being delivered pursuant to a Paying Agent Agreement dated as of February 1, 2026 (the “Paying Agent Agreement ”), between the City and the Paying Agent, and a resolution adopted by the City Council of the City on January 13, 2026.

The City is issuing the Bonds to to finance the costs of acquiring and constructing certain voter-approved public capital improvements within the City.

DENOMINATIONS. The Bonds will be executed and delivered as fully registered Bonds in denominations of $5,000 each or any integral multiple thereof.

DATE OF BONDS. The Bonds will be dated their date of delivery (the “Closing Date”), which is anticipated to be on or about February 24, 2026.

MATURITY SCHEDULE. The Bonds will mature, or be subject to mandatory sinking fund redemption, on August 1 in each of the years, and in the amounts, as set forth in the following table. The final principal amount of the Bonds, and the final amount of each maturity of the Bonds, is subject to increase or reduction as described below under the heading "ADJUSTMENT OF PRINCIPAL AMOUNTS." Each bidder must specify in its bid whether, for any particular year, the Bonds will mature or, alternatively, be subject to mandatory sinking fund redemption in such year.

3 MATURITY SCHEDULE(1)
Maturity
(August 1)

Principal Amount

(1) Preliminary, subject to change. See “ADJUSTMENT
OF PRINCIPAL AMOUNTS” below.

ADJUSTMENT OF PRINCI PAL AMOUNTS. The principal amounts set forth in this Official Notice of Sale for the Bonds reflect certain estimates of the City and its municipal advisor, PFM Financial Advisors LLC (the “Municipal Advisor”), with respect to the likely interest rates of a winning bid and the premium/discount specified in such a winn ing bid described below under the heading “TERMS OF SALE” below.

The total principal amount of the Bonds and the principal amounts payable in each of the years set forth above are subject to adjustment, in $5,000 increments, to reflect the actual interest rates and any premium contained in the winning bid . The City reserves the right to increase or decrease the principal amount of any maturity of the Bonds (or, in the case of the term Bonds, the principal amount thereof which is subject to mandatory sinking fund redemption on August 1 in any year). The winning bidde r will be notified of any adjustment in principal amounts as described in “ TERMS OF SALE - PROCESS OF AWARD” below . Adjustment of the principal amounts will not affect the determination of the winning bid. A successful bidder may not withdraw its bid as a result of any changes made within these limits.

OPTIONAL REDEMPTION. Bonds maturing on or before August 1, 20___, are not subject to redemption prior to their respective maturity dates. Bonds maturing on or after August 1, 20___, shall be subject to redemption prior to their respective maturity dates, at the option of the City, on any date on and after August 1, 20 ___, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the date of redemption, without premium.

4 MANDATORY SINKING FUND REDEMPTION. Any bidder may, at its option, specify that one or more maturities of the Bonds will consist of term bonds which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof, as designated in the bid of such bidder. If the bid of the successful bidder specifies that any maturity of Bonds will be term bo nds, such term bonds will be subject to mandatory sinking fund redemption on August 1 in each year so designated in the bid, in the respective amounts for such years as set forth above under the heading “MATURITY SCHEDULE,” at a redemption price equal to the principal amount thereof to be paid together with accrued interest thereon to the redemption date, without premium.

BOOK ENTRY SYSTEM. The Bonds when issued will be registered in the name of CEDE & CO., as nominee of DTC, and will be initially issued as one bond for each of the maturities of the Bonds. DTC will be appointed depository for the Bonds and registered ownership of the Bonds may not thereafter be transferred except as provided in the procedures, rules and requirements established by DTC. The Paying Agent will pay payments of principal and interest to DTC for subsequent disbursement to DTC Participants who will remit such payments to the Beneficial Owners of the Bonds.

SECURITY. The Bonds are general obligation bonds payable from ad valorem property taxes levied within the City. The City Council has the power, and covenants, to direct Santa Clara County to levy ad valorem taxes upon all property within the City subject to taxation , without limitation of rate or amount, for the payment of the Bonds and the interest thereon. Bidders are referred to the Preliminary Official Statement for further details as to the security for the Bonds.

NO RESERVE FUND: The City will not establish a debt service reserve fund for the Bonds.

TAX EXEMPTION ; BOND OPINION . On the Closing Date, Jones Hall LLP (“Bond Counsel”) will deliver to the Purchaser (as defined below) its opinion that, subject to certain qualifications described therein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes.

Bidders are referred to the Preliminary Official Statement for a description of the proposed final opinion of Bond Counsel.

DISCLOSURE COUNSEL LETTER: The Purchaser (as defined below) will receive a disclosure counsel letter addressed to them regarding the Final Official Statement (as defined below) from Jones Hall LLP to the effect that no information has come to the attention of such counsel to cause such counsel to believe that the Final Official Statement (excepting certain provisions therein) as of its date contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

NO LITIGATION CERTIFICATE. At the time of issuance of the Bonds, the City will certify there is no litigation pending concerning the validity of the Bonds, the Paying Agent Agreement or any proceedings of the City with respect thereto, and that there are no lawsuits or claims pending against the City which will materially affect the City’s authority to direct Santa Clara County to levy ad valorem taxes to pay debt service on the Bonds.

5 RIGHT OF CANCELLATION BY THE PURCHASER. The Purchaser (as defined below) will have the right, at its option, to cancel its purchase of the Bonds if the City fails to execute the Bonds and tender the same for delivery within 60 days from the date of award thereof. In such event, the Purchaser will be entitled to the return of the good faith deposit accompanying the bid (see “TERMS OF SALE - GOOD FAITH DEPOSIT” below).

PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT. The Preliminary Official Statement has been deemed final by the City for purposes of Securities Exchange Commission Rule 15c2 -12 (the "Rule"), but is subject to revision, amendment a nd completion in a final official statement (the "Final Official Statement") as provided in the Rule. A copy of the certificate executed by the City indicating that the Preliminary Official Statement has been deemed final as of its date will be provided to potential bidders upon request to the Municipal Advisor. The City will certify that as of the date of the Final Official Statement, to the best of its knowledge, the Final Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

The City will furnish to the Purchaser, at no expense to the Purchaser, an electronic copy of the Final Official Statement and, upon request, up to 25 printed copies of the Final Official Statement within 7 business days of the award date. Additional copies will be made available upon request, submitted to the Municipal Advisor no later than twenty-four hours after the time of receipt of bids, at the Purchaser’s expense, for use in connection with any resale of the Bonds.

CONTINUING DISCLOSURE. In order to assist bidders in complying with the Rule, the City will undertake, pursuant to a Continuing Disclosure Certificate, to provide certain annual financial information relating to the City and the Bonds, and notices of the occurrence of certain events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement.

6 TERMS OF SALE

BASIS OF AWARD. Unless all bids are rejected as described in this Official Notice of Sale, the Bonds will be awarded to the responsible bidder whose bid produces the lowest true interest cost on the Bonds.

The true interest cost specified in any bid will be that rate which, when used in computing the present value of principal and interest to be paid on all Bonds from the expected date of delivery (which is assumed for computational purposes to be the Closing Date), to their respective maturity dates, or mandatory sinking fund redemption dates in the case of term bonds, produces an amount equal to the purchase price (including any premium) specified in such bid.

For purposes of computing the true interest cost represented by any bid, the purchase price specified in such bid shall be equal to the par amount of the Bonds plus any premium specified in such bid, less any original issue discount, and the true interest rate shall be calculated by the use of a semiannual interval of compounding interest based on the Interest Payment Dates for the Bonds.

Bidders are requested to supply a calculation of the true interest cost of the Bonds to the City on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City.

In the event of a tied bid, the procedure for determining the winning bid will be the toss of a coin to be conducted by the City among such bidders whose bids have produced the tie.

ALL OR NONE BID. Any prospective purchaser may submit a bid for the Bonds, provided that all bids must be unconditional, and if any of the Bonds are bid for, then all of the Bonds must be bid for.

PAR AND PREMIUM BIDS; NO NET DISCOUNT BIDS. All bids for the Bonds shall be for par or more; no net discount bids for the Bonds will be accepted. Individual maturities of the Bonds may be offered at par, a premium or a discount.

NO BOND INSURANCE. Bids involving bond insurance will not be accepted.

FORM OF BID. Each bid must be in accordance with the terms and conditions set forth herein, and must be received via PARITY® on the date and until the time set forth on the cover page of this Official Notice of Sale, unless postponed by the City as set forth herein (see “–RIGHT OF POSTPONEMENT BY THE CITY” below). To the extent any instructions or directions set forth in PARITY® conflict with this Notice, the terms of this Notice shall control. For further information about PARITY®, potential bidders may contact the Municipal Advisor (see the cover page of this Official Notice of Sale for contact information).

DELIVERY OF BONDS. Delivery of the Bonds will be made to the Purchaser through the facilities of The Depository Trust Company in New York, New York (or at any other mutually agreeable location) on the Closing Date. Payment of the purchase price (less the amount of the good faith deposit described under the heading “–GOOD FAITH DEPOSIT” below) must be made in cash, Federal Reserve Bank funds, or other immediately available funds.

ELECTRONIC BIDS. Bids will only be accepted electronically via PARITY® in accordance with this Official Notice of Sale.

7 To the extent any instructions or directions set forth in PARITY® conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about PARITY®, potential bidders may contact the Municipal Advisor (see the cover page of this Official Notice of Sale for contact information).

WARNING REGARDING ELECTRONIC BIDS. THE CITY WILL ACCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY® ON THE OFFICIAL BID FORM CREATED FOR THAT PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS

AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH PARITY®, THAT THE CITY NEITHER ENDORSES NOR EXPLICITLY ENCOURAGES THE USE OF PARITY®, AND THAT PARITY® IS NOT ACTING AS AN AGENT OF THE CITY. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY®, AND THE CITY ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY®.

THE CITY SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY® HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER.

THE CITY , THE MUNICIPAL ADVISOR AND BOND COUNSEL ASSUME NO

RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED

ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR

RECEIPT OF BIDS WILL BE DETERMINED BY THE CITY AT THE PLACE OF BID OPENING, AND THE CITY SHALL NOT BE REQUIRED TO A CCEPT THE TIME KEPT BY PARITY® AS THE OFFICIAL TIME.

UNDERWRITING GROUP. Each bidder is requested to furnish the names of all joint managers participating in the bid. The successful bidder will be required to submit a list of all syndicate members in addition to the managers not later than 24 hours after receiving a verbal award.

RIGHT OF CANCELLATION OF SALE BY THE CITY. The City reserves the right, in its sole discretion, at any time before the time for the receipt of bids to cancel the public sale of the Bonds. In such event, the City shall cause notice of cancellation of this invitation for bids and the public sale of the Bonds to be communicated through the News Service as promptly as practicable. However, no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Bonds.

RIGHT TO MODIFY OR AMEND . The City reserves the right, in its sole discretion, to modify or amend this Official Notice of Sale including, but not limited to, the r ight to change the principal amount and principal amortization schedule of the Bonds being offered; however, such modifications or amendments shall be made not later than 5:00 p.m., California time, on the business day prior to the bid opening and communicated through the News Service.

RIGHT OF POSTPONEMENT BY THE CITY. The City reserves the right, in its sole discretion, to postpone, from time to time, the date and time established for the receipt of bids.

Any such postponement will be communicated through the News Service not later than 5:00 p.m., California time, on the business day prior to any announced date for receipt of bids. If any date is postponed, any alternative sale date and time will be announced via the News Service by 5:00 p.m. California Time on the business day prior to such alternative sale date.

On any such alternative sale date, any bidder may submit a bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale, except for the

8 date of sale and except for the changes announced by the News Service at the time the sale date and time are announced.

RIGHT OF REJECTION. The City reserves the right, in its sole discretion, to reject any and all bids and to waive any irregularity or informality in any bid.

PROCESS OF AWARD. The City will take final action awarding the Bonds or rejecting all bids not later than 36 hours after the time for receipt of bids, unless such time period is waived by the Purchaser (defined below).

The following steps constitute the City’s process for a final award of the Bonds:

(1) The Municipal Advisor, on behalf of the City, will give a verbal notice of award to the apparent winning bidder (the “Apparent Winning Bidder”) to be determined as described under the heading “–BASIS OF AWARD” above.

(2) The Apparent Winning Bidder shall provide within one hour of verbal notice the initial reoffering prices and confirm that it is prepared to execute the Issue Price Certificate described under the heading “–ESTABLISHMENT OF ISSUE PRICE” below.

(3) The Apparent Winning Bidder shall provide the Good Faith Deposit within 90 minutes (unless otherwise agreed to by the City) of verbal notice by wire transfer, as described under the heading “–GOOD FAITH DEPOSIT” below.

(4) The Municipal Advisor will email to the Apparent Winning Bidder confirmation of the final principal amortization schedule and purchase price for the Bonds, after adjustments, if any, are made, as described under the heading “DESCRIPTION OF THE BONDS– ADJUSTMENT OF PRINCIPAL AMOUNTS” above.

(5) The Municipal Advisor will email to the Apparent Winning Bidder written confirmation of the final award.