City Council and Authorities Concurrent
February 24, 2026

ADDENDUM TO THE CITY OF SANTA CLARA’S PURCHASE ORDER TERMS &

CONDITIONS

This Addendum to the City of Santa Clara’s Purchase Order Terms & Conditions entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Flow America, LLC (Supplier). City and Supplier may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.

1. The following sections of the City of Santa Clara’s Purchase Order Terms & Conditions are amended to read as follows:

2. SCHEDULE; TIME OF PERFORMANCE: Suppliers shall supply the goods and perform the services, with the schedule and term, as specified herein. If the agreed delivery date is delayed through a cause which Supplier could have reasonably controlled, following a seven (7) day grace period, Supplier undertakes to pay liquidated damages (not a penalty) at the rate of one-half percent (0.5%) for each week of delay up to a maximum of five percent (5%) of the value of the portion of the order so delayed. Such payment shall be in full and final satisfaction of Supplier’s liability for delay and the sole remedy available to City for delay.

3. SCHEDULE OF PAYMENT: City shall make milestone Purchase Order payments as follows: 40% upon approval of drawings, 40% upon receipt of the goods, and 20% upon the City’s written acceptance of the goods following testing and verification of conformity with the approved drawings.

City shall complete its testing and verification of the goods within 10 business days after receipt. If City does not provide written notice of acceptance within that period, the goods shall be deemed accepted as of the expiration of that period. Supplier shall submit an invoice and City shall make payment within thirty (30) calendar days after receipt of such invoice. Supplier is responsible for all costs and expenses incident to the performance of this Purchase Order, including without limitation costs, taxes, and all other costs of doing business.

6. PACKING AND SHIPPING OF GOODS; TITLE AND RISK OF LOSS; All goods shall be delivered, full freight prepaid except for special or expedited orders, which shall be agreed upon prior to shipment. Deliveries of goods shall be made without charge for boxing, crating, carting or storage unless otherwise specified, and goods shall be suitably packed to secure lowest transportation costs, and in accordance with the requirements of common carriers, and in such a manner as to assure against damage from weather or transportation.

City's order numbers and symbols must be plainly marked on all invoices, packages, bills of lading and shipping orders. Packing lists shall accompany each box or package shipment. City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. Shipments for two or more destinations when so directed by City shall be shipped in separate boxes or containers for each destination at no extra charge. Title to and risk of loss on all goods pass to City only upon City's acceptance of such goods.

7. WARRANTIES: Supplier represents and maintains that it has the expertise in the professional calling necessary to perform the services, and its duties

Addendum to the City of Santa Clara’s Purchase Order Terms & Conditions/Flow America, LLC

and obligations, expressed and implied, contained herein, and City expressly relies upon Supplier's representations regarding its skills and knowledge.

Supplier shall perform such services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California. For a period of twelve (12) months from initial start- up or eighteen (18) months from the date of delivery of goods or performance of services, whichever occurs earlier, Supplier warrants that all goods and services shall be delivered or performed free of all liens, claims, security interest or encumbrances, will conform to applicable specifications, drawings, descriptions and samples, and will be merchantable, of good workmanship and material, and free from defect. Supplier assumes design responsibility, and warrants that all goods shall be delivered or performed free of design defect, and that neither purchase, use or resale, nor delivery or performance thereof shall violate any patent, copyright or similar rights. Supplier's warranties shall run to City and shall not be deemed to be exclusive. Supplier agrees to promptly replace or correct any incomplete, inaccurate or defective goods or services at no further cost to City when defects are due to the negligence, errors or omissions of Supplier. This warranty shall not apply to (i) any loss or damage resulting from normal wear and tear or alteration, misuse, abuse, or neglect, (ii) improper installation, operation, or maintenance by City or a third party or (iii) any labor, dismantling, reinstallation, transportation or access costs, or other expense associated with the repair or replacement of the goods or services. THE FOREGOING WARRANTIES STATE
SUPPLIER’S ENTIRE WARRANTY OBLIGATION (EXCEPT TITLE) AND CITY’S SOLE AND EXCLUSIVE REMEDY RELATED TO SUCH GOODS
AND SERVICES. EXCEPT AS EXPRESSLY SET FORTH ABOVE,

SUPPLIER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND

SUPPLIER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY

LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. CHANGES: City shall have the right by written notice, accepted in writing by Supplier, to change the extent of the work covered by this Purchase Order, the time or place of delivery, the method of shipment or packaging, or to suspend work. Notice of change must be signed by the Director of Finance ("Director") or his/her designee. Upon receipt of any such notice, Supplier shall promptly make the changes in accordance with the terms of the notice. If Supplier believes that the change will cause an increase or decrease in the cost of or time for performance, then Supplier must deliver to City a statement showing the effect of any such changes within ten (10) calendar days of receipt of the City's notice of change. An equitable adjustment shall be negotiated promptly and the purchase order modified in writing accordingly. Failure of Supplier to submit the statement within the time limit shall constitute its consent to perform the change without increase in compensation or time for performance. Changes may only be made in writing.

9. TERMINATION FOR DEFAULT OR CONVENIENCE: City may, by written notice, terminate this Purchase Order in whole or in part for default; (i) if Supplier fails to timely deliver the goods, or perform the services, or if no time is specified, within a reasonable time; (ii) if the goods delivered or services performed are incorrect or unsatisfactory; (iii) if Supplier fails to perform any of the other

Addendum to the City of Santa Clara’s Purchase Order Terms & Conditions/Flow America, LLC

provisions of this Purchase Order, or so fails to make progress as to endanger performance of this Purchase Order; or ( iv ) if the Supplier becomes insolvent.

If this Purchase Order is terminated for default, City, in addition to all the rights afforded by law, shall have the right to charge Supplier the amount by which the costs of fabricating or procuring the goods or services cancelled from another source exceed the compensation specified herein, and City may offset any such charge against any amounts which had or may become payable to Supplier under this Purchase Order or otherwise. City may, by not less than thirty (30) days written notice to Supplier, terminate this Purchase Order without cause or penalty, except as set forth in the following sentence. If the Purchase Order is terminated for convenience after the City’s issuance of the applicable Purchase Order, Supplier shall be entitled to recover according to the following schedule:

0-30 days: 25% of applicable Purchase Order
31-60 days: 50% of applicable Purchase Order
61-90 days: 75% of applicable Purchase Order
91+ days: 100% of applicable Purchase Order

10. INDEMNITY: TO THE FULLEST EXTENT PERMITTED BY LAW,

SUPPLIER AGREES TO DEFEND, INDEMNIFY AND HOLD

HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES,

AGAINST ANY CLAIM, LOSS OR LIABILITY (COLLECTIVELY
"CLAIMS") FOR INJURIES OR DEATH TO PERSONS OR DAMAGE

TO OR DESTRUCTION OF PROPERTY, INCLUDING ECONOMIC

LOSS, CAUSED BY OR RESULTING FROM THE ACTS OR

OMISSIONS OF SUPPLIER, ITS OFFICERS, AGENTS, EMPLOYEES

OR SUBCONTRACTORS, IN THE PERFORMANCE OF THIS

PURCHASE ORDER, OR THE BREACH BY SUPPLIER OF ANY OF
ITS OBLIGATIONS UNDER THIS PURCHASE ORDER. SUPPLIER'S

OBLIGATION TO PROTECT, DEFEND, INDEMNIFY, AND HOLD

HARMLESS, SHALL SPECIFICALLY EXTEND TO ANY AND ALL

EMPLOYMENT RELATED CLAIMS OF ANY TYPE BROUGHT BY

EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR OTHER
AGENTS OF SUPPLIER. SUPPLIER WARRANTS THAT IT IS

MEETING ITS OBLIGATIONS UNDER THE AFFORDABLE CARE ACT
("ACT") AND/OR ANY OTHER SIMILAR FEDERAL OR STATE LAW,

AND WILLFULLY INDEMNIFIES AND HOLDS HARMLESS CITY FOR

ANY PENALTIES, FINES, ADVERSE RULINGS, OR TAX PAYMENTS

ASSOCIATED WITH SUPPLIER'S RESPONSIBILITIES UNDER THE
ACT.

11. INSURANCE REQUIREMENTS : Supplier shall maintain insurance coverage consistent with its existing programs but shall not name City as an additional insured nor waive any rights of subrogation Supplier or such insurers may have against City or its affiliates. Supplier shall provide City with its standard certificate of insurance upon request.

2. The section 22 is hereby added to the City of Santa Clara’s Purchase Order Terms & Conditions to read as follows:

Addendum to the City of Santa Clara’s Purchase Order Terms & Conditions/Flow America, LLC

22. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING TO

THE CONTRARY SET FORTH HEREIN, EXCEPT AS OTHERWISE
PROHIBITED BY LAW: (A) THE PAYMENT OF LIQUIDATED DAMAGES

FOR DELAY, NEITHER SUPPLIER NOR CITY SHALL BE LIABLE,

WHETHER BY WAY OF INDEMNITY OR BY REASON OF ANY BREACH

OF CONTRACT OR OF STATUTORY DUTY OR BY REASON OF TORT
(INCLUDING BUT NOT LIMITED TO NEGLIGENCE), FOR ANY LOSS OF

PRODUCTS, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF USE,

LOSS OF PRODUCTION, LOSS OF CONTRACTS, LOSS OF BUSINESS,

OR FOR ANY SPECIAL OR INCIDENTAL COSTS, OR FOR ANY

FINANCIAL OR ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES WHATSOEVER; AND (B)
EACH OF SUPPLIER’S AND CITY’S MAXIMUM AGGREGATE LIABILITY

ARISING FROM OR RELATED TO THE ORDER/CONTRACT SHALL NOT EXCEED THE TOTAL VALUE OF THE ORDER/CONTRACT.

3. All other provisions of the City of Santa Clara’s Purchase Order Terms & Conditions shall remain in full force and effect. In case of a conflict in the terms of the City of Santa Clara’s Purchase Order Terms & Conditions and this Addendum, the provisions of this Addendum shall control.

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

Approved as to Form: Dated:

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

FLOW AMERICA, LLC
a limited liability company

Dated: Feb 17 2026
By (Signature):

Name: Kenneth Lazzara
Title: Global Commercial Leader – Copes Vulcan
Principal Place of
Business Address: 8800 Westplain Dr.Houston Texas 77041 _flcl -r)(

Addendum to the City of Santa Clara’s Purchase Order Terms & Conditions/Flow America, LLC

Email Address: Kenneth.Lazzara@celerosFT,com
Telephone: ( 813 )716-8072
“CONTRACTOR”
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-104 Agenda Date: 2/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Amend Prior Authorization to Allow Issuance of Purchase Orders to Cooper Power Systems, a Wholly Owned Subsidiary of Eaton Corporation, for the Purchase of Switchgear Within the Previously Authorized Maximum Amount of $1,500,000

BACKGROUND
On March 7, 2023, pursuant to Section 2.105.280(b)(2) of the Santa Clara City Code, the City Council authorized the sole source purchase of switchgear from Eaton Corporation (RTC #23-101).

The purchase supported, among other things, the interconnection of a new photovoltaic and battery storage facility at West Valley Mission Community College (Mission College) with Silicon Valley Power’s distribution system.

The authorization included an amount not-to-exceed $400,000 for switchgear and associated equipment for the Mission College facility, as well as authority to purchase additional switchgear from Eaton Corporation for Silicon Valley Power (SVP), up to a total amount not-to-exceed $1,500,000.

DISCUSSION
Staff have been notified by Eaton Corporation that the switchgear to be procured is manufactured by its wholly owned subsidiary, Cooper Power Systems. As a result, purchase orders and payments for the switchgear must be issued to Cooper Power Systems rather than to Eaton Corporation. Because Cooper Power Systems is a separate legal entity from Eaton Corporation, it is recommended that the existing City Council authorization be amended to reflect the correct vendor’s name.

In addition to the vendor’s name change, Eaton Corporation requires the City to accept its standard Terms and Conditions for any purchase orders issued. Staff, in coordination with the City Attorney’s Office, have negotiated modifications to these Terms and Conditions and is recommending approval of the attached Terms and Conditions for use on all purchase orders issued to Eaton Corporation and/or Cooper Power Systems.

Approval of the recommendations does not increase the previously authorized maximum compensation of $1,500,000 and does not expand the scope of authorized purchase. Individual switchgear units are approximately $250,000 each. Thus far, no purchase orders have been issued under the authorization granted under RTC #23-101.

ENVIRONMENTAL REVIEW
The actions being considered do not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15378(b)(5) of Title 14 of the California Code of Regulations as the proposed actions are administrative in nature and will not result in direct or indirect physical changes in the environment.

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26-104 Agenda Date: 2/24/2026

FISCAL IMPACT
Sufficient funds not-to-exceed $400,000 for the purchase of switchgear and associated equipment for the Mission College facility is available in the Electric Utility Capital Fund Transmission and Distribution Capital Maintenance and Betterments project (CIP 2006). Funding for purchases of additional switchgears up to the total amount not-to-exceed, $1,500,000 (inclusive of the $400,000 for the Mission College facility) may be included in capital project budgets in the Electric Utility Capital Fund where appropriate. Funding for future purchases will be included in the regular budget process.

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

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

RECOMMENDATION
Amend the prior authorization under RTC #23-101 to authorize the City Manager to (a) issue purchase orders with Eaton Corporation and/or Cooper Power Systems, and (b) execute the Terms and Conditions attached to this Report to Council for purchases of switchgear within the previously authorized maximum compensation amount of $1,500,000, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Eaton Corporation Terms and Conditions
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Terms and Conditions
CPS 04092020

1. Applicable Terms and Conditions
(a) These terms and conditions of sale establish the rights, obligations, and remedies of Buyer and Seller that apply to any order issued additional or different terms or conditions, whether
purchase order form or in any other document or communication pertaining to order, will be binding on Seller unless accepted in writing by an authorized representative of Seller. Seller expressly objects to and rejects any additional or different terms and conditions, which shall be ineffective. (b)
or electronic transmittal including or attaching these terms and conditions is found to be an acceptance of an offer, acceptance is expressly made conditional upon Buyer's assent solely to these terms and conditions, and acceptance of any part of Products delivered by Seller shall be deemed to constitute such assent by Buyer. If the order acknowledgement, invoice, other document, or electronic transmittal including or attaching these terms and conditions constitutes an offer, Buyer's acceptance of the offer is hereby limited to the terms of the offer.

2. Price, Payment Terms, and Title
(a) All prices represent those in effect at the time of quotation and are subject to change without notice. Unless prices are bid or quoted as "firm," Seller reserves the right to invoice at prices in effect at the date of shipment, regardless of any prior bid and whether notice was received by Buyer. Unless otherwise indicated, prices are stated in United States dollars and are exclusive of shipping, handling, shipping insurance, duties, and sales, use, excise or similar taxes. Export packaging or any other special handling requested by A service charge of $25 will be assessed for
any order less than $250. Seller requires a minimum $100 emergency handling charge for all orders that require shipment the same day or next day. (b) Buyer acknowledges that the pricing of the Products has been set based on the agreed allocation of risks contained in these terms and conditions.
payments.
conditions will be
components. Seller shall have the right to make partial deliveries and to ship up to forty (40) days in advance of shipping date.

4. Acceptance
Acceptance shall occur, if not before, when Buyer fails to reject within ten (10) days after delivery of the Products. Buyer may rightfully reject only when a reasonable inspection shows that the Products fail to conform substantially to the specifications for the Products. Buyer waives any right to revoke acceptance. Buyer's remedies for any nonconformity detected after acceptance are limited to those expressly provided in these terms and conditions for breach of warranty.

5. Limited Warranty
(a) Seller warrants to each original Buyer of Products that Products are, at the time of delivery to the Buyer, in good working order and published specifications, provided that no warranty
is made with respect to any Products, component parts, or accessories manufactured by others but supplied by Seller.
(b) Seller's obligation under this warranty for any Product proved not to be as warranted within the applicable warranty period is limited to, at its option, replacing the Product, refunding the purchase price of the Product, or using reasonable efforts to repair the Product during normal business hours at any authorized service facility of Seller. All costs of transportation of any Product claimed not to be as warranted and of any repaired or replacement Product to or from such service facility shall be borne by Buyer. (c) Seller may require the return of any Product claimed not to be as warranted to one of its facilities as designated by Seller, transportation prepaid by Buyer, to establish a claim under this warranty. The cost of labor for removing a Product and for installing a repaired or replacement Product shall be borne by Seller, in an amount not to exceed $10,000.00 per piece of switchgear assembly. Replacement parts provided under the terms of this warranty are warranted for the remainder of the warranty period of the Products in which they are installed to the same extent as if such parts were original components. Warranty services provided under these terms and conditions do not assure uninterrupted operations of Products; Seller shall not be liable for damages caused by any delays involving warranty service. (d) The warranty period for Products is the shorter of twelve (12) months from the date of installation or eighteen (18) months from the date of shipment unless otherwise agreed by Seller in writing.
(b) Unless different credit terms have been extended to Buyer in writing by Seller, payment terms are net 30 days after delivery or date of invoice, whichever first occurs, in the currency invoiced. Seller reserves the right to modify or withdraw credit terms at any time without notice. If Buyer fails to fulfill the terms of payment, Seller may defer further shipments to Buyer or, at its option, cancel the unshipped portions of Buyer's orders. Buyer agrees to pay interest on all past due invoices at the lesser of 18% per annum, compounded monthly, or the highest contractual rate allowable under the law. (e) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH

ABOVE, SELLER PROVIDES PRODUCTS AS-IS AND MAKES NO OTHER

REPRESENTATIONS

OR WARRANTIES, EXPRESS OR IMPLIED,

STATUTORY OR OTHERWISE, REGARDING THE PRODUCTS, THEIR

FITNESS FOR ANY PARTICULAR PURPOSE, THEIR MERCHANTIBILITY, THEIR QUALITY, THEIR NONINFRINGEMENT, OR OTHERWISE. IN NO

EVENT SHALL SELLER BE LIABLE FOR THE COST OF PROCUREMENT OR INSTALLATION OF SUBSTITUTE GOODS.
(c) Unless otherwise agreed to in writing, title and risk of loss shall pass to Buyer upon delivery to the agreed upon F.O.B. point, or payment in full, whichever occurs first. If the Buyer defaults in payment or performance or becomes subject to insolvency, receivership or bankruptcy proceedings or makes an assignment for the benefit of creditors, or without the consent of Seller voluntarily or involuntarily sells, transfers, leases or permits any lien or attachment on the Products, Seller may treat all amounts then or thereafter owing by Buyer to be immediately due and payable and Seller at its election may repossess Products for which Buyer has not paid in full. In the event of repossession of Products under this section or under the section entitled "Security Interest,".

3. Delivery and Risk of Loss
(a) Unless otherwise agreed in writing, all deliveries of Products will be F.O.B. destination. Products will be packed
commercial shipping packages. Charges for shipping may not reflect net transportation costs paid by Seller. Buyer shall reimburse Seller for all costs of storage and handling incurred by Seller after the date that Seller is prepared to make shipment.
(b) Delivery and shipping dates are approximate and represent best estimate of the time required to make delivery or shipment.

Time is not of the essence with respect to the transactions covered by these terms and conditions, except with respect to
to make all
related

6. LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY

SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES,

INDIRECT DAMAGES, INCIDENTAL DAMAGES,

STATUTORY DAMAGES, EXEMPLARY OR PUNITIVE DAMAGES,

LOSS OF PROFITS, LOSS OF REVENUE, LIQUIDATED DAMAGES,

OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

OUT OF OR

RELATED TO A PRODUCT SHALL IN NO CASE EXCEED THE

PURCHASE PRICE OF THE PRODUCT FROM WHICH THE CLAIM
ARISES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE

LIMITATIONS AND EXCLUSIONS WILL APPLY WHETHER

LIABILITY ARISES OR RESULTS FROM BREACH OF CONTRACT,

BREACH OF WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO

NEGLIGENCE, GROSS NEGLIGENCE, MALICE, OR INTENTIONAL

CONDUCT), STRICT LIABILITY, BY OPERATION OF LAW, OR
OTHERWISE.

7. Cancellation and Return of Products
Orders shall not be subject to cancellation or modification either in whole or in part without Seller's written consent and then only with terms that will reimburse Seller for reasonable termination charges, including all progress billings and all incurred direct manufacturing costs. Seller's written consent must be given in advance of Buyer's return of Products for credit. Seller reserves the right to cancel any sale of Products without liability to Buyer (except for refund of monies already paid), if the manufacture or sale of the goods is or becomes technically or economically impractical.

8. Force Majeure
Seller shall not be liable for any failure to perform or delay in performing its obligations resulting directly or indirectly from or contributed to by any acts of God, acts of Buyer or those under control, acts of government or other civil or military authorities, priorities, strikes, or other labor disputes, fires, accidents, floods, epidemics, war, riot, embargoes, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond Seller's reasonable control ("Force Majeure Event"). If Seller elects, the time for performance shall be extended by a period of time equal to the time lost because of any delays caused by reasons of a Force
Docusign Envelope ID: DB049523-0CDF-40E1-B382-AD6604AB106D by Buyer for the purchase of Seller's products and/or services ("Products"). No contained in Buyer's
Buyer's
If Seller's order acknowledgement, invoice, other document, Buyer will be at Buyer's expense.
in Seller's standard
Seller's
Buyer's obligation
Seller's obligations under these terms and
dependent upon Seller's ability to obtain necessary raw materials and conform to Seller's official

SELLER'S LIABILITY FOR DAMAGES ARISING

SELLER'S
Buyer's
Terms and Conditions
CPS 04092020

Majeure Event.
any part thereof because of any Force Majeure Event, then Buyer agrees promptly upon request and upon receipt of invoice therefor, to pay Seller for any Product or Products then completed.

9. Work Product
"Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, service deliverables, inventions, products, special tooling, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others that result from or relate to the Products. All Work Product shall at all times be and remain the sole and exclusive property of Seller. Buyer hereby agrees to irrevocably assign and transfer to Seller and does hereby assign and transfer to Seller all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights. Buyer hereby waives any and all moral and other rights in any Work Product or any other intellectual property created, developed or acquired in respect of the Products. Seller will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that Seller deems appropriate.

10. Confidentiality
(a) Buyer may acquire knowledge of Seller Confidential
Information (as defined below) in connection with Products and/or its performance hereunder and agrees to keep Seller Confidential Information in confidence during and following termination or expiration of this Agreement. "Seller Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including, without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product, and other material or information considered proprietary by Seller relating to the current or anticipated business or affairs of Seller that is disclosed directly or indirectly to Buyer. In addition, Seller Confidential Information means any third party's proprietary or confidential information disclosed to Buyer in the course of providing Products to Buyer. Any purchase Information.
(b) Buyer agrees not to copy, alter or directly or indirectly disclose any Seller Confidential Information. Additionally, Buyer agrees to limit who have a need to know, and to take steps to ensure that the dissemination is so limited. In no event will Buyer use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Seller Confidential Information. Buyer may disclose Seller Confidential Information that is required to be disclosed pursuant to a requirement of a government agency or law but only after Buyer provides prompt notice to Seller of such requirement and gives Seller the opportunity to challenge or limit the scope of the disclosure.
(c) Buyer further agrees not to use Seller Confidential Information except in the course of performing hereunder and will not use such Seller Confidential Information for its own benefit or for the benefit of any third party. All Seller Confidential Information is and shall remain the property

to Seller all Seller Confidential Information, including all Work Product, and all copies containing Seller Confidential Information.

11. Patent Indemnity
(a) In the event any Product is made in accordance with drawings, samples or manufacturing specifications designated by Buyer, Buyer agrees to indemnify, defend, and hold Seller harmless from any and all damages, costs and expenses (including attorney's fees) relating to any claim arising from or relating to the design, distribution, manufacture, marketing, sale, or use of the Product or arising from or relating to a claim that such Product furnished to Buyer by Seller, or the use thereof, infringes any claim of any patent, foreign or domestic, and Buyer agrees at its own expense to undertake the defense of any suit against Seller brought upon such claim or claims.
(b) IP Indemnification by Seller. Seller will defend Buyer against any claim brought against Buyer by a third party alleging that a Product, when used as authorized under these terms and conditions, infringes a valid patent or registered copyright of such third party, and Seller will indemnify Buyer and hold Buyer harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed-to settlement by Seller (including use of a Product is
Seller determines such actions are reasonably necessary to avoid material n: (i)
procure for Buyer the right to continue using the Products; (ii) replace the Products with non-infringing products that are reasonably equivalent; or (iii) modify the Products so they become non-infringing, but are reasonably equivalent. If the foregoing alternatives are not available on terms that are supply of such Products under this Agreement, and (ii) in the event use of such Products is enjoined by a court of competent jurisdiction, Buyer shall return such be a refund of the such returned Products. As a condition section, (i) Buyer shall provide Seller
with prompt written notice of any threat, demand, allegation or indication, r shall have sole control of the
defense or settlement of any indemnified Intellectual Property Infringement Claim, including all communications regarding the claim, and (iii) Buyer shall provide Seller with reasonable assistance in connection with such defense or settlement. Buyer may employ counsel at its own expense to assist Buyer with respect to any such claim.
(c)
Seller shall have no indemnification obligation under this section if any claim of infringement would not have occurred but for one or more of the following: (i)
use of a Product, other than for its intended
purpose; (ii) use or combination of any Product with any other product, equipment, software or data
intended use; (iii) use of any release of software or firmware other recommended changes or modifications to a
Product, where Seller has offered to implement those changes or modifications; (v) use of a Product after Seller has advised Buyer that a non-infringing alternative is not available on reasonable terms and has requested the return of such Products as specified above, (vi) any modification to a Product made by a person other than Seller or an authorized representative of Seller; or (vii) product or design specifications provided by Buyer to Seller. In the event that any exceptions (i) through (vii) apply, or actions, statements or admissions by Buyer have a material adverse impact on the claim, and as a result fees, Buyer shall indemnify and hold Seller harmless from and against all such expenses. In no event will Seller be liable for enhanced damages resulting from willful infringement by Buyer or any punitive liable for any of
special or consequential damages or business interruption expenses.

This Section provides the sole and exclusive remedy for actual or alleged intellectual property infringement or misappropriation, or representation or warranty of noninfringement.

12. Changes in Product Design or Manufacture
Seller shall have the right to change, discontinue or modify the design and construction of any of its products and to substitute material equal to or superior to that originally specified.

13. Software License
Software, if included with a Product, is hereby licensed and not sold.

The license is nonexclusive, and is limited to use with the Product with which it is included. No other use is permitted and Seller retains for itself (or, if applicable, its suppliers) all title and ownership to any software delivered hereunder, all of which contains confidential and proprietary information and which ownership includes without limitation all rights in patents, copyrights, trademarks and trade secrets. Buyer shall not attempt any sale, transfer, sublicense, reverse compilation or disassembly (save to the extent expressly permitted by law) or redistribution of the software.

Buyer shall not copy,
disclose or display any such software, or otherwise make it available to others.

In the event that Product is subject to a separate license agreement, Seller shall provide that license agreement to Buyer for review and acceptance, in advance.

Docusign Envelope ID: DB049523-0CDF-40E1-B382-AD6604AB106D Should Seller be prevented from completing Buyer's order or order or these terms and conditions shall not be Seller's Confidential its internal distribution of Seller Confidential Information to Buyer's employees of Seller. Upon Seller's written request, Buyer shall return, transfer or assign reasonable attorneys' fees) arising out of a claim. If Buyer's (or in Seller's opinion is likely to be) enjoined, if required by settlement, or if liability, Seller may, at Seller's option and in Seller's reasonable discretio reasonable in Seller's judgment, Seller shall (i) have no obligation to continue Products still in its possession, custody or control, and Buyer's sole remedy shall Buyer's price paid for
to Seller's indemnity obligations under this
whether written, oral or otherwise, that Seller's Products infringe or may infringe a third party's intellectual property rights, (ii) Selle •
Buyer's
Buyer's
inconsistent with Product's
than the most current release made available by Seller; (iv) Buyer's rejection of Seller's
Seller incurs any costs or damages, including reasonable attorney's damages resulting from Buyer's actions or inactions, nor will Seller be Buyer's or Buyer's customer's lost profits, indirect,
Terms and Conditions
CPS 04092020

14. Compliance with Laws
The Parties shall comply with all laws and regulations applicable to Products including all applicable import and export laws and regulations.

Each Party and their agent shall provide all information requested by the other Party (Requesting Party) relating to the Requesting voluntary or
mandatory compliance with any law or regulation, and Each Party shall indemnify the other Party for any losses incurred by t h e o t h e r P a r t y arising from or their a failure to provide the information requested by the Requesting Party.

15. Waiver
No waiver of any provision of these terms and conditions (or any right or default hereunder) shall be effective unless in writing and signed by an authorized representative Seller. Any such waiver shall be effective only for the instance given, and shall not operate as a waiverwith respect to any other rights or obligations under these terms and conditions or applicable law in connection with any other instances or circumstances.

16. Language
The parties have expressly required that these terms and conditions be prepared in the English language. Les parties aux présentes ont expressément exigé que les présents termes et les bons de commandes émisaux termes des présentes soient rédigés en langue Anglaise.

17. Choice of Law and Dispute Resolution
Except as set forth below, these terms and conditions shall be governed by and construed in accordance with the laws of the State of California , without reference to its choice of law rules. A n y claim or litigation arising out of or relating to Products shall be brought exclusively in a court of competent jurisdiction in Santa Clara County . In all cases, Buyer and Seller expressly exclude from application the United Nations Convention on Contracts for the International Sale of Goods.

18. Assignment
(a) Buyer may not assign, transfer or subcontract the
performance of its services, or any of its rights and/or obligations hereunder,

(b) Seller may not assign, transfer or subcontract the
performance of its services, or any of its rights and/or obligations hereunder, without Buyer's prior written consent.

19. Severability
If any provision of these terms and conditions is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions of these terms and conditions will not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there will be added, as part of these terms and conditions, one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.

20. Epidemic
Seller shall not be responsible for any failure to perform, or delay in performance of, its obligations resulting from the COVID-19 pandemic or any future epidemic, and Buyer shall not be entitled to any damages resulting thereof.

The Parties acknowledge and accept these Terms and Conditions as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

By:

Dated:

Print name: GLEN R. GOOGINS
City Attorney

By:

Dated:

Print name:

City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

By:

Dated:

Print name:

Title:

Principal Place of Business Address:

Email Address:

Docusign Envelope ID: DB049523-0CDF-40E1-B382-AD6604AB106D Eat 6Q9fiiJ,t!on "Seller''
Party's Uw..~,A U l¾,b11vtt-
12/12/2025
the other Party's gent's Amogh A Bhonde
Sr VP/GM Power Reliability Division
AmoghABhonde@Eaton .com
without Seller's prior written consent.

City of Santa Clara "Buyer''
JOVAN D. GROGAN
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-122 Agenda Date: 2/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the City Manager to Execute an Agreement with the City of San José Regarding Fiber Optic Cable and Conduit Where the City of San José Will Provide Construction Services Not-to- Exceed $379,000 and Authorization to Enter Into a Dark Fiber Lease Agreement With the Santa Clara Unified School District

BACKGROUND
In 2000, the City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), upgraded its communication system from an older copper-based network to a modern fiber-optic network. The upgraded system was intentionally designed with excess capacity to ensure long-term reliability for internal City operations and to allow for future commercial leasing.

Today, the SVP fiber-optic network (“SVP Fiber Program”) spans approximately 100 route-miles, with about 70% installed underground and 30% installed aerially. This network supports critical SVP operations, City communication networks, local schools, and connectivity for 33 data centers.

Through its SVP Fiber Program, SVP also makes limited use of the excess capacity by leasing dark fiber to third parties. Dark fiber consists of City-owned, unlit fiber-optic networks that customers use for their own communication needs. SVP Fiber currently provides services to 17 commercial customers and generates approximately $2.1 million in annual revenue.

SVP also provides fiber optic service to the Santa Clara Unified School District (SCUSD). The City and the SCUSD entered a dark fiber lease agreement on May 19, 2009, allowing SVP Fiber to provide dark fiber services to 29 sites. Since 2019, the SCUSD has been asking SVP Fiber for a dark fiber solution to their planned schools in San José near the City of Santa Clara boundary, but at the time the only known solution would cost millions of dollars in construction. On December 18, 2023, SVP received another dark fiber request from the SCUSD for additional dark fiber leasing for three additional new SCUSD schools within the City of San José: (1) Kathleen MacDonald High School, located at 3588 Zanker Road, San José, CA 95134, (2) Dolores Huerta Middle School, located at 3556 Zanker Road, San José, CA 95134, and (3) Abram Agnew Elementary School, located at 3534 Zanker Road, San José, CA 95134.

Due to the location of the three schools, extensive new construction and right-of-way acquisition along major roadways in the City of San José would normally be required to extend SVP's dark fiber optic network to the requested the SCUSD locations. As mentioned earlier, this would be quite expensive; fortunately, SVP Fiber staff and San José staff developed a mutually beneficial solution whereby the City of San José would provide SVP conduit and construct additional facilities to accommodate SVP’s fiber.

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26-122 Agenda Date: 2/24/2026
Because the three schools are beyond the City’s boundaries, the City and the SCUSD are in process of negotiating a new dark fiber lease agreement specific to these three schools based on the current dark fiber lease agreement template. The separate dark fiber lease agreement is contingent on the execution of this agreement between the City and the City of San José, which will facilitate the provision of leased fiber to the three schools.

DISCUSSION
SVP embarked on its collaboration with the City of San José based on the SCUSD’s request for SVP Fiber Service to its three San José campuses. SVP staff coordinated with San José and concluded that a collaborative approach was mutually beneficial. In this proposed agreement, San José will allow Santa Clara to install, own, and use fiber optic cable in San José’s existing telecommunications conduit(s). This will enable SVP to provide a dark fiber path from the SCUSD’s district office at 1889 Lawrence Road, Santa Clara, CA 95051, to the three campuses listed above. The agreement will also allow SVP to service additional commercial customers who are in the vicinity of the new SVP fiber alignment.

The agreement will require SVP to pay project costs equal to $379,000. These costs will cover upgrades to San José’s existing telecommunications lines from copper communication cable to fiber optic cable specifically within designated shared conduit(s).

The City of San José and their contractor will manage and complete all construction work required within San José, including along Tasman Drive and Zanker Road, and furnish all materials needed.

San José will install new 3-cell innerduct into the designated conduit(s) and will install two separate fiber optic cables, one 288-strand fiber optic cable and one 72-strand fiber optic cable, in two separate cells within the conduit’s 3-cell innerduct. San José will also be responsible for, but not limited to, installing short spans of new conduit and new or upgraded pull boxes, and removing and disposing of the old copper cable. The City of San José will also perform all supporting activities, including preliminary conduit investigation, obtaining permits, coordinating traffic control, testing, and documentation.

SVP will have ownership, maintenance, and use of the 3-cell innerduct, the 288-strand fiber optic cable, and all associated fiber optic splice enclosures or panels. This means SVP will not need to pass-through third-party fees from San José to the SCUSD and SVP will remain the SCUSD’s point of contact for any outages.

Separately, SVP Fiber staff and the SCUSD are negotiating a Dark Fiber Lease Agreement which will be based on SVP’s current template with non-substantive edits.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15303 (Class 3 - New Construction) of Title 14 of the California Code of Regulations as the proposed agreement involves the extension of existing dark fiber facilities.

FISCAL IMPACT
The proposed project costs by the City of San José are estimated to be $379,000, which consists of the estimated construction cost and a 15% contingency. Sufficient funding is included in the FY 2025/26 Electric Utility Capital Fund Fiber Development, Design, and Expansion project. SVP will City of Santa Clara Printed on 2/20/2026Page 2 of 3
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26-122 Agenda Date: 2/24/2026
fund the full cost up front in FY 2025/26 and the SCUSD will provide its 50% cost share for construction in FY 2026/27. The overall impact to SVP is $189,500 for construction. Since this agreement enables additional fiber leasing to the SCUSD, SVP’s anticipated additional annual lease revenue from the SCUSD would be $78,223, which is subject to an annual 3% or consumer price index (CPI) increase, whichever is greater, as described in the SCUSD’s fiber lease agreement. SVP expects to recover the cost of this investment through lease revenues in approximately 3 years.

COORDINATION
This report has been coordinated with the City Attorney’s Office. Additionally, staff received information from the City of San José for the preparation of this report.

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, or by email to: [email protected].

RECOMMENDATION

1. Determine that the proposed actions are exempt from CEQA pursuant to section 15302 section 15303 (Class 3 - New Construction) of Title 14 of the California Code of Regulations;

2. Authorize the City Manager or designee to execute the Agreement between the City of Santa Clara and the City of San José Regarding Fiber Optic Cable and Conduit to allow the City of Santa Clara to install and use fiber optic cables in the City of San José’s existing conduits, for a not-to-exceed amount of $379,000, subject to the review and approval as to form by the City Attorney;

3. Authorize the City Manager or designee to negotiate and execute a Dark Fiber Lease Agreement between the City of Santa Clara and the Santa Clara Unified School District (SCUSD) to lease dark fiber in the boundaries of the City of San José in substantially the form attached to this Report to Council, subject to the review and approval as to form by the City Attorney; and

4. Authorize the City Manager or designee to (1) take any action as necessary to implement and administer the above agreements, (2) amend the Dark Fiber Lease Agreement to include additional SCUSD schools, and (3) amend both agreements to make non-substantive modifications, subject to the review and approval as to form by the City Attorney.

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Proposed Agreement with the City of San José

2. Current Dark Fiber Lease Agreement Template
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AGREEMENT

BETWEEN

THE CITY OF SANTA CLARA
AND

THE CITY OF SAN JOSE

REGARDING FIBER OPTIC CABLE AND CONDUIT

This Agreement (herein “Agreement”) is made and entered into November 20, 2025 , (herein the “Effective Date”) by and between the City of Santa Clara, a California chartered municipal corporation, with its principal place of business located at 1500 Warburton Avenue, Santa Clara, California 95050 (herein “SANTA CLARA”), and the City of San José, a California chartered municipal corporation, with its principal place of business located at 200 E. Santa Clara St., San José, CA 95113 (herein “SAN JOSE”). SANTA CLARA and SAN JOSE may be referred to herein individually as a “Party” or as “City” or collectively as the “Parties.”

RECITALS

WHEREAS:

A. SANTA CLARA and SAN JOSE both own and operate their own separate and distinct Fiber Optic Communications Network (FOCN) within their own corporate boundaries for the purposes of connecting their respective assets; and
B. SANTA CLARA desires to provide, and the Santa Clara Unified School District (“District”) desires to receive, dark fiber service to (a) Kathleen MacDonald High School located at 3588 Zanker Road, San Jose, CA 95134; (b) Dolores Huerta Middle School located at 3556 Zanker Road, San Jose, CA 95134, and (c) Abram Agnew Elementary School located at 3534 Zanker Road, San Jose, CA 95134, (“School District Property”); and

C. SANTA CLARA plans to serve the School District Property from its FOCN through the alignment depicted and described in Exhibit A (“Alignment”), attached hereto and incorporated by reference; and
D. SAN JOSE owns existing conduit for the full length of the Alignment within the City of San Jose as further depicted in Exhibit A -1 (“Conduit”), attachment hereto and incorporated herein by reference; and

E. SANTA CLARA desires to utilize, and SAN JOSE desires to provide, the Conduit for SANTA CLARA’s service to the School District Property and other future commercial customers along the Alignment; and

F. To provide that service, SANTA CLARA requires the installation of fiber optic cable (FOC) within the Conduit, and SAN JOSE also desires to replace its copper communication cable with FOC within its Conduit as in an ongoing effort of upgrading the cables to SAN JOSE’s standard FOC for improved connectivity and bandwidth; and

G. Accordingly, the Parties agree it is in the public interest for SANTA CLARA and SAN JOSE to replace the copper communication cable within the Conduit, complete the FOC installation, and perform related work in a cooperative and economical manner by performing the work under a single joint project (hereinafter “PROJECT” as further described in Section 1 and Exhibit A); and

H. SANTA CLARA and SAN JOSE mutually desire to set forth the terms and conditions of the (1) design, construction, operations and maintenance of the PROJECT, (2) PROJECT cost share, (3) SANTA CLARA use of the Conduit, and (4) ownership of the installed FOC.

In consideration of the above referenced recitals and the following mutual covenants, agreements and obligations of the Parties, SANTA CLARA and SAN JOSE agree as follows:

AGREEMENT PROVISIONS

1. PROJECT DESCRIPTION:

SAN JOSE shall complete PROJECT as more fully described in Exhibit A, except to the extent set forth therein. The Parties may modify the PROJECT description and responsibilities or this Agreement solely by amendment.

2. PROJECT COSTS:

The PROJECT cost estimate (“Cost Estimate”) is the most current cost estimate and is attached hereto as Exhibit B and incorporated by reference. The Cost Estimate consists of the estimated PROJECT Construction Cost (defined below) and a fifteen percent (15%) contingency. The Cost Estimate is subject to change based upon Actual Construction Cost, including any directly related PROJECT change orders.

As used in this Agreement, Construction Cost is defined as any and all costs paid to construction contractors as part to complete the PROJECT, including costs paid for construction items of work and construction change orders, minus any liquidated damages or penalties assessed to the construction contractor (“Construction Cost”). SAN JOSE and SANTA CLARA agree to meet and confer as to cost sharing of any liquidated damages assessed to the construction contractor. Construction Cost is based upon contracted labor rates from SAN JOSE’s On-Call Maintenance Contract.

SANTA CLARA shall pay SAN JOSE for its portion of the Cost Estimate which shall not exceed the maximum amount of Three Hundred and Seventy -Nine Thousand dollars ($379,000) (“Total Reimbursement Amount”). Should the Total Reimbursement Amount exceed the aforementioned amount based upon actual Construction Cost, the Parties shall confer, and any agreement to increase the Total Reimbursement Amount shall be documented in writing by a written amendment to this Agreement.

3. SAN JOSE’S OBLIGATIONS:

SAN JOSE agrees as follows:

A. To complete the PROJECT as fully set forth in Exhibit A and in connection therewith.

B. Provide Project Delivery which is further defined as design and construction of the PROJECT (“Project Delivery”). Project Delivery shall include but not be limited to the following: (1) prepare specifications, contract documents and cost estimate; (2) notify local businesses and provide public information; (3) coordinate with various agencies and stakeholders; (4) prepare of all necessary environmental documents; (5) obtain permits; (6) administer the Project construction contract; (7) provide materials control and inspection services; and (8) make progress

payments to the construction contractor. All costs for third -party contracts other than the PROJECT construction contract, such as but not limited to consultant design or inspection contracts, shall be considered as included in Project Delivery and no separate reimbursement for such costs will be sought from SANTA CLARA.

C. To coordinate, communicate, and cooperate with SANTA CLARA for the design and administration of the PROJECT, including obtaining SANTA CLARA’s approval of the PROJECT construction documents.

D. To regularly communicate with SANTA CLARA throughout the duration of the PROJECT including, but not limited to, providing project status updates, responding to inquiries, providing invitations to preconstruction and construction meetings, providing coordination and notices for inspections by SANTA CLARA for construction within SANTA CLARA’s jurisdiction, and as requested by SANTA CLARA.

E. To coordinate, communicate, and cooperate with SANTA CLARA regarding other projects or activities occurring within the PROJECT limits, including making modifications to the PROJECT to accommodate other projects or activities.

F. To provide SANTA CLARA with awarded final specifications and contract documents for the PROJECT in electronic format.

G. To pay SAN JOSE’s share of the Construction Cost.

H. To cooperate with SANTA CLARA should SANTA CLARA raise any issues concerning the work in SANTA CLARA’s jurisdiction that requires correction by the construction contractor prior to contract acceptance or within the warranty period of the PROJECT.

I. To provide construction change orders that have potential to change the Total Reimbursement Amount; obtain SANTA CLARA’s concurrence prior to approving such construction change orders. SANTA CLARA’s project manager is to provide a response within four (4) business days.

J. To assign as the designated project manager for SAN JOSE for the duration of the PROJECT Ho Nguyen (email: [email protected]@sanjoseca.gov). SAN JOSE’s project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact for SAN JOSE.

K. To keep and maintain a complete copy of all records regarding costs and expenditures relating to the PROJECT, together with a complete copy of all plans, specifications, reports, contracts and other documents relating to the PROJECT, and the same shall be available for inspection by SANTA CLARA at any time during usual business hours.

L. To allow SANTA CLARA, including its employees and agents, reasonable access to the PROJECT site, at all reasonable times to perform observation or inspection of any work on the SANTA CLARA portion of the PROJECT or portions of the PROJECT affecting SANTA CLARA.

M. To provide SANTA CLARA with a copy of as-built record drawings for the PROJECT including specifically the SANTA CLARA portion thereof within a reasonable amount of time.

N. To obtain or require the construction contractor to obtain all required permits and approvals for all PROJECT work within SAN JOSE city limits, including work associated with the SANTA

CLARA portion thereof. For permits paid directly by SAN JOSE and not by the construction contractor, the costs for said permits shall be considered as included under the Total Reimbursement Amount and no additional reimbursement shall be sought from or paid by SANTA CLARA.

O. To file a Notion of Completion for the construction contract only after SANTA CLARA’s portion is accepted in writing by SANTA CLARA.

P. SAN JOSE shall cause the PROJECT construction contractor to provide a warranty period of at least one (1) year from the acceptance date.

Q. SAN JOSE shall ensure that, following the completion of the PROJECT, sufficient space will remain within the Conduit for the full and unimpeded use of any remaining available innerduct cell(s) for future cable installation.

R. To provide one (1) final detailed invoice with the Total Reimbursement and final accounting of all PROJECT costs associated with the SANTA CLARA portion of the PROJECT to SANTA CLARA within thirty (30) calendar days after the Parties accept the PROJECT as complete in writing, in accordance with the following:

1. The detailed invoice sets forth the actual Construction Costs.

2. Notwithstanding any other provisions, the final detailed invoice shall occur no later than 180 calendar days following the completion of work as defined in California Civil Code section 9200 et seq.

3. Notwithstanding any other provisions, if the payments made to the construction contractor involve potential claims, claims, or disputes, SAN JOSE may provide a detailed invoice for those project costs not subject to potential claims, claims, or disputes, subsequently followed by an invoice for any claimed or disputed amounts once said claimed or disputed amounts are resolved. No additional reimbursement shall be sought from SANTA CLARA in connection with the preceding sentence.

4. SANTA CLARA’S OBLIGATION:

SANTA CLARA agrees as follows:

A. To pay the Total Reimbursement Amount as may be amended by mutual written agreement upon PROJECT completion and acceptance of the PROJECT by SANTA CLARA.

B. Subject to Section 3.Q. above, to pay Total Reimbursement Amount within forty- five (45) business days of receiving and approving the final detailed invoice from SAN JOSE, provided that the following conditions are met:

1. The PROJECT has been completed and SANTA CLARA has approved the portion of the work in its jurisdiction. Acceptance by SANTA CLARA shall be made in writing to SAN JOSE. SANTA CLARA may request documentation of such costs, and may review the original invoices, quantities of work, or request copies of same, which shall be provided within a reasonable time.

2. The detailed invoice sets forth actual Construction.

C. To assign as the designated project manager for SANTA CLARA for the duration of the PROJECT Felix Fong (email: [email protected]). SANTA CLARA’s project manager shall manage the review, approval, and acceptance of work within the scope of the Agreement in accordance with SANTA CLARA’s practices and shall serve as the principal point of contact with SAN JOSE.

5. To obtain and provide to SAN JOSE all required permits for work done within the SANTA CLARA city limits. TERM OF AGREEMENT:

A. This Agreement is effective from the Effective Date and will continue for an initial term of three (3) years (“Initial Term”), unless modified by a written amendment. Following this Initial Term, the Agreement will automatically extend for successive one- year periods (each an “Extension Term”), provided that neither Party has delivered written notice of termination at least 180 days prior to the commencement of the Initial Term or any subsequent Extension Term. The Initial Term and Extension Term shall be collective referred to in this Agreement as “Term”.

B. Commencing from the Effective Date and except for expiration of this Agreement in accordance with Section 5.A., the Agreement can be terminated only upon the mutual written consent and terms acceptable to all Parties.

6. OWNERSHIP, MAINTENANCE, AND RESPONSIBILITIES:

A. Upon PROJECT completion and PROJECT acceptance by SANTA CLARA, SANTA CLARA shall have the right to use the Conduit for the Term for the SANTA CLARA FOC (as defined below).

B. SANTA CLARA shall own and maintain the 288- Strand FOC, 3-cell flexible innerduct within the Conduit, SANTA CLARA-owned boxes in front of any of its customer’s property within the SAN JOSE portion of the Alignment and associated fiber optic splice enclosures or panels (SANTA CLARA FOC) as more fully described in Exhibit A.

C. SAN JOSE shall own and maintain the 72-Strand FOC within SANTA CLARA’s 3-cell flexible innerduct in the Conduit, and associated fiber optic splice enclosures, boxes, or panels (BRANCH FOC) as more fully described in Exhibit A.

D. SAN JOSE may request of SANTA CLARA the use of any of SANTA CLARA owned unused innerduct cells in the Conduit at any time in trade for additional cost-free conduit use by SANTA CLARA.

E. Fiber Optic Cable Use

1. SAN JOSE has the right to unfettered use of the BRANCH FOC, and SANTA CLARA has the right to unfettered use of the SANTA CLARA FOC.

2. SANTA CLARA has the right to unfettered use of the boxes of the BRANCH FOC. Except as set forth in this Agreement, no Party shall access the other Party’s FOC without the prior written approval of FOC owner, except that in cases of emergency, approval may be communicated verbally.

F. Maintenance and Repairs

1. SAN JOSE shall be responsible for the general maintenance and operations of the Conduit and BRANCH FOC.

2. SANTA CLARA shall be responsible for the general maintenance and operations of SANTA CLARA FOC.

3. Emergency Repairs
i. SAN JOSE shall repair any damage SAN JOSE or its agents cause to the Conduit and/or any FOC within the Conduit except that SANTA CLARA may, in its sole discretion, perform the repairs to SANTA CLARA FOC and bill SAN JOSE for the costs incurred

for such repairs. SAN JOSE shall use its commercially reasonable efforts to complete the repair in accordance with “Emergency Response and Repair Times” set forth below. ii. SANTA CLARA shall repair any damage SANTA CLARA or its agents cause to the Conduit and/or any FOC within the Conduit, except that SAN JOSE may, in its sole discretion, perform the repairs to the Conduit and BRANCH FOC and bill SANTA CLARA for the costs incurred for such repairs. SANTA CLARA shall use its commercially reasonable efforts to complete the repair in accordance with “Emergency Response and Repair Times” set forth below.
iii. Conduit damage caused by an unknown third party shall be repaired by SAN JOSE in accordance with the “Emergency Response and Repair Times” set forth below. In the event of damage to any FOC, within the Conduit by an unknown third party, the FOC shall be repaired by the respective FOC owner. Either Party may request the other to perform such repairs, but neither party is obligated to do so. Cost sharing for these repairs can be negotiated at the time the work is performed. iv. Emergency Response and Repair Times
a. If damage occurs during normal business working hours between 8am and 5pm Monday through Friday, with the exception of either Parties’ respective holidays, then the responsible Party shall evaluate damaged Conduit and FOC within four (4) hours and have appropriate restoration/repair personnel and equipment onsite to begin restoration of FOC functionality within eight (8) hours of damage notification.)
b. If damage occurs outside normal business working hours, the responsible Party shall evaluate the damaged Conduit and FOC within eight (8) hours of damage notification and have appropriate restoration/repair personnel and equipment onsite to begin restoration of FOC functionality on the next business day. c. If the responsible Party cannot provide permanent restoration within the times described above, it shall make commercially reasonable efforts to provide temporary restoration. Following the completion of such temporary restoration, the responsible Party sh all propose a permanent repair and site restoration plan within five (5) business days.

7. INDEPENDENT ENTITIES:

The Parties agree and intend that SAN JOSE and SANTA CLARA are independent entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association between them, except as may be agreed to expressly by this Agreement.

8. NO PLEDGING OF EITHER CITY’S CREDIT:

Under no circumstances shall either SANTA CLARA or SAN JOSE have authority or power to pledge the credit of the other public entity or incur obligation in the name of the other public entity.

9. NO THIRD PARTY BENEFICIARY:

This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever.

10. AMENDMENTS:

No alternation or amendment of the terms of this Agreement shall be valid unless made in writing and signed by the Parties.

11. NOTICES:

Notices are to be sent as follows:

To SAN JOSE: Kenneth Jung
Division Manager
City of San José
200 E Santa Clara St, 8th Floor
San José, CA 95113
To SANTA CLARA: Ted Salazar
Principal Electric Utility Engineer – Silicon Valley
Power City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address.

Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

12. SEVERABILITY CLAUSE:

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

13. ENCROACHMENT PERMITS/RIGHT OF WAY:

A. SANTA CLARA will obtain all encroachment permits for any PROJECT work within the City of Santa Clara. SAN JOSE will obtain all encroachment permits for any PROJECT work within the City of San Jose. For public entities other than the Cities of San Jose and Santa Clara, SAN JOSE’s contractor or SAN JOSE shall obtain permits from all other agencies, including, but not limited to Valley Transportation Authority.

B. SAN JOSE shall be responsible for obtaining all required right -of-way, if applicable, for the PROJECT within the City of San Jose.

C. SANTA CLARA is authorized , without the need to obtain any encroachment permits or other SAN JOSE authorizations, to perform any maintenance, repairs, and replacement of the SANTA CLARA FOC or any boxes of the BRANCH FOC . This Agreement shall function as SANTA CLARA’s authorization.

D. If SANTA CLARA desires to install a box in front of the Property of any of its customers other than the School District Property, SANTA CLARA shall obtain an encroachment permit.

14. HOLD HARMLESS/INDEMNIFICATION:

It is understood and agreed that pursuant to California Government Code Section 895.4, that each Party shall fully indemnify and hold the other Party harmless from any liability imposed for injury (as defined in Government Code Section 810.8) by reason of anything done or omitted to be done by the indemnifying Party in connection with any work, authority or jurisdiction delegated to the respective Party under this Agreement. This hold harmless and indemnification provision shall apply to any activities, err ors or omissions of the indemnifying Party and/or that Party’s officers, employees, agents, or any person or entity acting or omitting to act for or on behalf of said Party or such person or entities as are specifically authorized and empowered by that Party to act for it. For the activities, errors, and/or omissions of the construction contractor retained for the PROJECT, each Party shall defend, indemnify and hold harmless the other Party to the fullest extent legally possible for all work performed in the indemnifying Party’s jurisdiction.

15. CAPTIONS:

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

16. INSURANCE REQUIREMENTS:

SAN JOSE shall require any contractor awarded a contract for any portion of the work to be done on the PROJECT to secure and maintain in full force and effect at all times during construction and performance of the PROJECT, and until said PROJECT is accepted by all Parties, and any other time periods specified in the construction contract documents for any portion of the work, insurance coverage described below, at no additional cost to either SAN JOSE or SANTA CLARA, with coverage amounts, required endorsements, certificates of insurance, and coverage verifications satisfactory and acceptable to all Parties. SANTA CLARA, its respective City Council, commissions, officers, employees, volunteers and agents shall be added as additional insureds on the commercial general liability policy with respect to liability arising out of the contractor’s work for SAN JOSE on this Project.

It is mutually understood that during the term of the construction activities on the PROJECT, SAN JOSE will require the construction contractor to carry commercial general liability in amounts of not less than Two Million Dollars ($2,000,000) per occurrence; automobile liability in an amount not less than Two Million Dollars ($2,000,000) per accident; and a Workers’ Compensation Insurance policy as required by the State of California, with Statutory and Employer’s Liability Insurance limits of not less than One Million Dollars ($1,000,000).

SAN JOSE shall require the construction contractor to obtain insurance coverages of not less than those required for an encroachment permit from SANTA CLARA as part of obtaining an encroachment permit from SANTA CLARA.

17. WAIVER:

The Parties’ waiver of any term, condition or covenant, or breach of any term, condition or covenant shall not be construed as a waiver of any other term, condition or covenant or breach of any other term, condition or covenant.

18. ENTIRE AGREEMENT:

This Agreement contains the entire Agreement between SANTA CLARA and SAN JOSE relating to the PROJECT. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect.

19. OTHER AGREEMENTS:

This Agreement shall not prevent either Party from entering into similar agreements with others, except that SAN JOSE shall not grant access to any other party to any portion of the Conduit occupied by SANTA CLARA. The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. It is intent of the Parties that this Agreement shall become operative on the effective date.

20. VENUE:

The parties agree that venue shall be exclusively vested in the state courts of the State of California, County of Santa Clara, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, San José, California.

21. EXECUTION IN COUNTERPARTS/ELECTRONIC SIGNATURES:

This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

Unless otherwise prohibited by law or policy of a Party, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by each Party. Each Party (i) has agreed to permit the use, from time to time and when allowed by law, of electronic signatures in order to expedite the transaction contemplated by this AGREEMENT, (ii) intends to be bound by electronic signature, (iii) is aware that the other will rely on the electronic signature, and (iv) acknowledges such reliance and waives any defenses (other than fraud) to the enforcement of any document based on the fact that a signature was sent by telecopy. As used herein, the term “electronically signed contract” shall include any signature sent via facsimile or via email in portable document format (“.pdf”).

(Signatures on Following Page)

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

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

“SANTA CLARA”

CITY OF SAN JOSE, CALIFORNIA

Approved as to Form: Dated:

MATTHEW TOLNAY EMILY LAM
Senior Deputy City Attorney Director
Office of the City Manager
200 E. Santa Clara Street
San Jose, CA 95113
Telephone: (408) 277-5777
Fax: (408) 277-3131

“SAN JOSE”

EXHIBIT “A”

SCOPE OF WORK

GENERAL:

SAN JOSE or their maintenance Contractor under management of SAN JOSE, shall complete the PROJECT which includes the following:

1. Segment 1: Lick Mill Blvd – Renaissance Dr
a. Furnish and Install Innerduct: Furnish and install approximately 2,000 linear feet of Flexible 2-inch 3-cell Max Cell Innerduct.
b. Furnish and Install Fiber Optic Cable: Furnish and install approximately 2,000 linear feet of 288-strand single-mode fiber optic cable (also known as the SANTA CLARA FOC).

2. Segment 2: Renaissance Dr – Zanker Rd – River Oaks
a. Furnish and Install Innerduct: Furnish and install approximately 11,000 linear feet of Flexible 2-inch 3-cell Max Cell Innerduct.
b. Furnish and Install 288-Strand Fiber Optic Cable (also known as the SANTA CLARA FOC): Furnish and install approximately 11,000 linear feet of 288-strand single-mode fiber optic cable.
c. Furnish and Install 72-Strand Fiber Optic Cable also known as the BRANCH FOC):

Furnish and install approximately 8,000 linear feet of 72-strand single-mode fiber optic cable.
d. Pull Box Upgrades: Upgrade 8 existing pull boxes as required for new cable installations and increased capacity.
e. New Pull Box Installation: Furnish and install one (1) new N40 pull box to intercept conduits.
f. Conduit Installation (Renaissance Dr to Zanker Rd): Furnish and install 4-inch conduit from Renaissance Drive to the existing 4-inch AT&T conduit at Zanker Road, utilizing a WYE cast connection.
g. Fiber Optic Cable Dressing: Prepping the installed 288-strand single-mode fiber optic cable (also known as the SANTA CLARA FOC) and splice cases
h. Signal Interconnect C able (SIC) Removal: Carefully remove and dispose of all existing Signal Interconnect Cable (SIC) within this segment.

3. Other
a. Any preliminary investigative activities, such as rod and rope of conduits. b. All required traffic control.
c. Obtaining the required permits for all work done within the City of San Jose. i. Permits for work done within the corporate limits of the City of Santa Clara will be obtained by SANTA CLARA.
d. At SAN JOSE’s sole expense, SAN JOSE will perform fiber optic testing as outlined under Exhibit C (“Fiber Optic Cable Testing Requirements”) on all installed cables to ensure work was performed to industry standards. If damage is discovered in the cables, SAN JOSE will perform a point repair and retest the fiber strands.
i. If SANTA CLARA identifies deficiencies in the cable from their own testing as a result of SAN JOSE’s installation, at SAN JOSE’s sole expense, SAN JOSE will perform a point repair for SANTA CLARA to retest the deficient fiber strands.

The work plan is attached to this Exhibit A, as Exhibit A-1 (“Work Plan”), which is hereby incorporated by reference into this Agreement. The Work Plan contains the following: Project location map.

SAN JOSE or its contractors shall perform the work described above in accordance with the Work Plan.

CONSTRUCTION STANDARDS:

Work within the corporate limits of SANTA CLARA shall follow the City of Santa Clara standard specifications and standard details including, but not limited to, details for ADA curb ramps and associated concrete work, survey monuments, utility and drainage covers, and traffic signal loop detectors.

NOTIFICATIONS

SAN JOSE shall have the primary role and be responsible for providing all public information regarding the project including for work completed within SAN JOSE’s jurisdiction and for work completed within SANTA CLARA’s jurisdiction. SANTA CLARA shall cooperate with and provide limited assistance to SAN JOSE for public information efforts.

Exhibit “A-1”
Work Plan
Plan Sheets

1. Cover Sheet

2. Legend & Notes

3. Overv iew Sheet 1

CITY OF SAN JOSE

DEPARTMENT OF TRANSPORTATION

PLANS FOR
CSC - CSJ Fiber Connection Tasman Dr and Zanker Rd Phase 1

7. Overview Sheet 5 13. Splice Detail C

8. Overview Sheet 6

9. Overview Sheet 7

4. Overv iew Sheet 2 10. Overv iew Sheet 8

5. Overv iew Sheet 3 11. Splice Detail A

6. Overv iew Sheet 4 12. Splice Detail B

Notes

1. All splices shaD be performed with a fusion splicer.

2. Tests shal be performed by City staff. Defciencies shall be noted to Contractors.

3. All materials shall be furnished by the Contractor unless otherwise noted.

4. Contractor-furnished innerduct w/ tracer wre shall be used when feasible.

5. SIC shall be removed and replaced with fiber as noted in plans. SIC shall only be abandoned with the approval of City engMer.

6. Branciies (main cable on =version oo'ridor) shall be 60 strand or larger cables.

Contractor shall note actual strand counts.

7. Laterals (cables splicing from branch to TS cabinets) shall be pre-tenninated 24-strand or larger cables_ Panels shall be installed ilside traffic signal cabinets unless noted otherwise. Panels ports shall have ,dearanc:e of at least 3 inches from al obstruction.

8. Spice enclosures shal be install'ed at locations where Branciies and Laterals meet These locaOOflS are specified in the plans, but the final location shall be at the disaetion of the instalalioo Contractor. Devian«!s from plans shall be noted by lhe ConlrackJr.

9. All pullboxes that the branch passes tlvough shall oontain at least 30' of slack when possible and more when noted.

10. Updated plans noting all chang<s shall be delivered 1o the City followng completion of project.

11. Contractors shall exercise caution when working nearby exismg SIC or fiber optic communication cables not related to this project. Plans will show 'Mlen nlltiple cables are nearby worblg areas, but it shall be the contractor's responsibiity to investigate and contact City staff when unsure of existing oondioons.

12. It shall be the Contractor's responsibility to fumish all necessa,y permits when WOO<i,g in other agency's RoW.

Scope:

Legend (Splice Diagrams Only)
CJ CJ
I ~ l :-••••••,
I ----· I ~-•••••'
Spire~
0 • Fibetstranclfvsim s,loe
Bl
-OR
"'""' GR
-BR
-SI.
-WH
-"' "" 81( ....

Yl y-
VI
-RO
-AQ ...

CSC- CSJFa-ComedianT aslllill'ID,fthri.8Rd Ptlase1 I
C"t af Sm.i-,DOT
General Notes:

2. At I.Dcation A, intercept conduit pasi.in g under s.idewak and insta ll a new 30"x6Crx2 4" box. Allow existing conduits to be stil connected to adjacent boxes .

L Install 2&11 strand SMFO branch. 3. From \..ocatlon A, instal l 2 new z• conduits to Loc::ation B extnlng box nearby in .i;oftscap e. Pennit for intercept box.aOO conduits to be prov.d ed by CSC (SVP)

4. Coil 100' of SMFO slack in existine: pullbox .

New 2x 2" Cooduits
Uisting Conduits

4. Coil 100' of .i;lack at Locat ion 8 box.

QtrafSm.i-,DOT
~
-Shocl.JaflJ

Gene ral Notes:

1. lnstaQ,..,. SMFO !oBnchjes},,

2. Install 24 st rand p re-term inated SMFO lateral.

I . xta S., • • 'of f .

New 72 strand SMFO Branch (CSJ) + ~w 288 strand SMFO branch (CSC) + lnnHduct New 24 strand SM FO Pre-terminated lateral
Nell 2Unraad'SMFDlrarth(CiC)+hmerdlx t
Gene ral Notes:

L lnslall DeW SMFO bnnchles).

2. Install 24 strand pre-term inated SMFO !late ral.

9. unrade box ta 30""60 "><24" and eail BIJ' of SMFO &lacll.

New 72 strand SMFO Branch (CSJ) + New 288 strand SMFO branch (CSC) + lnnerduc:t New 24 strand SM FO Pre-termin ated Lat eral
Scope:

1. Use existing SICG1bleas a pul rope for two (2) new·SMFO branches ; 288 strandSMFO for CSCand 72 strand SMFO for CS!.

Also insrall flexi>le innerduct.. label Glbles acconling1y.

2. Maintain existing SIC between Lid: Mill Blvd and Renaissance Dr. East af Renaissance splice box, remove e mting SIC. -·
CSC - CSJ filet-Carnedian Til5man Dr iRII UffU!f Rdl'hase 1 cii,a1s..,.i-,oor OrerviewJCable Pull (2)

1. Use e Kistinc SICGlble as a pun rope for two (2) new SMFO branches; 288 strand SMFO for CSC and 72 ~nd SMFO for CS! Also insta ll flexi>le innerduct.. label Glbles acconlin gly.

2.. Remove Hist ing SIC

3. Splice loal CSJ intersections into CSJ branch .

4. Upgrade boxes as shown be!owto 30"~4• and coil 80' of SMFO slact.

CSC- CSJFller~ Tasman DriRllbrbr Rdf'hz;e 1
cii, a1s..,.i-, oor ().rerviewJCablePull(3)
N
-~ SllcctSaf13

General Notes:

I . lnltd new SMFO branch.(es) .

2. Install 24 strand pre-terminated SMFO lateral .
. . .

General Notes:
l. IANI ,._ SMfO .,_,.h(e,i).

2. Insta ll 24 strand pre-terminated SMFO lat eral.

I . ~-b<>• to 30"ic6CJ.d4" •nd wil 10' of SM•o sbdl:.

Sa,pe ·

1. Use existing SIC Qbleas a pul rope for two (2) new SMFO branches; 288 ~d SMFO for CSC and 72 strand SMFO for CSJ Alsoinst.l lftexille innefduct. ubelc.bles.iccoroingly.

2. Remove eJUSting:SIC

3. Sp(ice k>al CSJ ifltenections into CSJ ~nch . • _ ,
Sa,pe ·
CSC- CSJFilefCoMediol'IT;ism.11'10ranilUMB Rdf'haw1
CilpalS..Jox,OOT OveMewJCable Pull(~)

1. Use exittlng SIC cable as a pull rope for two {2) new SMFO branches; 288 .strand SMFO klr CSC and 72 strand SMFO for CSJ.

Also install flexible imerduct. label a bles accordingly.

2. Remove existing SIC E/W a long Tasman.

3. Splice local CSJ inters ections intoCSJ branch

4. Upgrade boxes as ~n below to 30"x60"x24" aOO coil 80' ofSMFOstildl: .

SIC N/S alone 1• St to remain . (To 1•/Nictlolson + 1•jRto Robles). Protect existing 168 rtDnd SMFO near Baypointe tnvelling E.

General Notes:

L 1-.I ....., SMFO bra.ndi(M).

2. Insta ll 24 stran d pre-terminated SMFO late ral.

3. Upen,de b<,x to 30"o0"•2'" and coil IO' of SMFO slack.

New 24 strand SMFO Pre-terminated latera l
Hew Z• flrarlll SMFOllr-'t(C:SC) + lnnermct
General Notes:

L !Mtall 2118 ~tt.od SMl'O bta,,d,_
~ 2-~ SMFO •.-c11 jCSC) • ~
Scope;
I. Use eitist ing SIC cable as a pull rope for two (2) new SMFO branches; 288 strand SMFOfor CSC and n strand SMFO for CSJ. Also insta ll flexible innerduct. Label cables aaon:fingty .

2. Removeelristing SIC a lorc Tasman E/W.

3. Splice local CSJ intersections into CSJ br.mch

4. Upgnde box at Location A to 30"x60'"x24" and coil 80' ofSMFO sladc.. Route raew CSC 288 stnnd SMFO towards De Sot:o. EB 288 stnnd SMFO (CSC) splice di..gram tie-in to be furnished later.

SIC N to remain (To Baypointe/Zanhr) . Protect existing 168 strand SMFO tra~ling: with SIC.. Protect existing 24 strand SMFO traveling tOWMds Zankerj[>.Sot:o )
Srope ·

1. Install new 288 strand SMFO brand! {CSC)
Maint:iin Wst'"( CSJ 24 SMFO .Cone Zant« Rd
CSC- CSJFilerc.or-etioPITasll'lil'IDtanallankE'l'RdPhas-e1 CiljoalS..Jox,IXJT
CSC - CSJ FM Corn!dicn Tasnm Or anal ZankE'I' Rd Phase 1 CiljoofS.. Jox,OOT

0..M<W/Cablef'wl(6)
OrerviewJCable Pull (7)
' ~ Sl....t8 alU

General Notes:

L klltall 288 sttand SMfO btalld. .

4. Coil 100' of SMFO slack in existinc pullbox .

New4
8 Conduit
Existing AT&T• Comcast Bol(/Conduits
Scope·

1. )nstlll MW 288 strand SMFO branch (CSC).

2. Jnstll l new 30"W x60"lx24"H box .tt location A below ilfld coil 100' of :1fadr; in box.

3. fTom location A instaH 4 " conduit to 4" AT&T conduit at Location Busing WYE cast connection. Enstne connection placement ts behind property line at the school. Coordina te with SVP (CSCj fibeT inspector 48 hrs priol" to install .

M aintain @Xlstinc CSJ 24 SMFO alone Zante,-Rd
CSC - CSJ FilerCornedian Tasman D, ;nil br«e Rd~ 1
c.t, olS..-'-,OOT
O.rerviewJCable Pull (8)

EXHIBIT “B”

COST ESTIMATE

SANTA CLARA Total Reimbursement Amount Estimate

Phase 1 Construction Costs $288,500.00
Phase 1 Investigation $7,000.00
Phase 1 Removal of SIC $28,000.00
Phase 1 Traffic Control $5,000.00
Phase 1 VTA Permit RAP $3,000.00
Phase 1 VTA Construction Permit
(TBD)
$4,000.00
Phase 1 15% Contingency $43,500.00

Phase 1 Total Reimbursement Amount $379,000.00

EXHIBIT “C”

FIBER OPTIC CABLE TESTING REQUIREMENTS

SAN JOSE shall perform testing based on the following Fiber Optic Cable Testing Requirements.

SAN JOSE shall notify SANTA CLARA of its intent to proceed with testing five (5) business days prior to commencement of test. For purposes of this Exhibit C, “City” shall refer to SAN JOSE.

Cable Reel Acceptance Test (CRAT)- The Cable Reel Acceptance Test shall be performed within five (5) working days from the time the fiber optic cable is received from the supplier. Only one direction needs to be tested with an OTDR. This test is intended to verify that the fiber received from the supplier is in sound condition and without manufacturing defects. Fiber optic cable that does not meet the requirements of these notes shall be replaced at no cost to the agency.

At the time of testing, the contractor shall inspect the fiber optic cable and record any visible signs of defects. The contractor shall note any anomalies on the test results and rescale the OTDR scale for clarity and record. Any anomalies shall be reported immediately to the supplier/manufacturer. The contractor shall compare the test results to the manufacturer’s specifications and note any discrepancies. The contractor shall install heat shrink or other protective covering to the cable end to prevent the entry of moisture or other contaminants.

The test results shall be summarized on the City furnished “Fiber Testing Form.”

Cable Installation Acceptance Test (CIAT)- The Cable Installation Acceptance Test shall be performed within five (5) working days from the time the fiber optic cable is installed, and before splices or connectors are added. Tests only need to be performed in a single OTDR direction. This test is intended to verify that no fibers were damaged during installation.

Contractor shall once again inspect the fiber optic cable along its length of installation and record any visible sign of defects. If tests show that the cable’s performance has diminished from the results of the Cable Reel Acceptance Test, the City shall retain its right to require re-procurement and re-installation from the contractor at no additional cost to the City. Replacement cable must repeat Cable Reel Acceptance and Cable Installation Acceptance Tests.

The test results shall be summarized on the City furnished “Fiber Testing Form.”

Final Acceptance Test (FAT)- The Final Acceptance Test shall be conducted from both ends of the fiber optic cable within five (5) working days after all cables have been installed to evaluate total end- to-end loss. The end-to-end final test shall consist of performing OTDR testing and testing using an OLTS.

The test results for removed and reinstalled fiber optic cable shall be compared to the results of the Baseline Test performed before the fiber optic cable was removed and reinstalled. If the new splice/connector losses do not meet the requirements outlined in these special provisions, or the total end-to-end loss increases by more than twenty-five (25) percent for any fiber strand when comparing Baseline and Final Acceptance Test; then the contractor shall rectify the deficiency with one of the options shown below depending on the cause of deficiency.

If the cause is a splice performed by the Contractor:

1. Redo the deficient fiber strand splices at no cost to the City. Splicing and testing must be coordinated around impacts again. Final Acceptance Testing and comparison with Baseline Test results shall be performed again. This may be repeated as many times as needed until test results are accepted.

2. Contractor may opt to reimburse City (or deduct from final invoice) $1,000 per impacted strand. This cost will offset the price of coordinating, splicing, and testing performed by City at a later date.

If the cause is from damage induced to the existing cable that was relocated:

1. Re-install the affected section from the nearest butt splices or end point/termination panel at no cost to the City. Removal, installation, splicing, and testing must be coordinated around impacts again. Cable Reel, Installation, and Final Acceptance Tests must all be performed again. Final Acceptance Testing will be compared with original Baseline Test again. This may be repeated as many times as needed until test results are accepted.

2. Contractor may opt to reimburse City (or deduct from final invoice) $15.00 per linear foot of fiber optic cable section to be replaced from the nearest butt splices or end point/termination panel. This cost will offset the price of procurement, coordination, splicing, and testing performed by City at a later date.

Test results shall be summarized on the City furnished “Fiber Testing Form.”

Test Documentation – When contractors are submitting test results, the following must be included in a digital format that does not require special software to view (e.g. pdf). Otherwise, the contractor shall provide required software at no cost to City to view if needed.

1. Completed test form for corresponding test executed. All cells in the spreadsheet must be filled or a justification must be provided if left empty.

2. An OTDR tracefile for each fiber tested using an OTDR (only for BAT and FAT). See the following section for file naming instructions.

3. Original test results from both OTDR and OTLS. These results must show the information used to complete the test form. Highlight or call out in the PDF where the test form information was sourced from for just the first result of both the OTDR and OTLS as all results for each test should follow the same format.

4. General information:
a. Date of Test
b. Testers (technicians)
c. Test equipment model and s/n

The contractor shall highlight any discrepancies that may exist in the test results by making a note in the test form’s appropriate “note” column and within the OTDR/OTLS tracefile/result page. Contractor shall also provide a short description of the proposed corrective action (i.e. resplice), which shall be approved by the agency prior to implementation. City will review and provide comments for each test using the following timelines:
• BAT: Ten (10) working days
• CRAT: Five (5) working days

• CIAT: Five (5) working days
• FAT: Ten (10) working days
Electronic Trace File Names - Every electronic trace associated with a test shall be saved and archived for submittal to the agency. The main testing form comprising of all tests shall be left in the main submittal folder, while corresponding tracefiles and test device-generated results shall be stored in sub-folders named after their corresponding test (e.g. Baseline Test results shall be saved in a folder named “BAT”). Sub-sub-folders shall be used to distinguish file types while subsequent subfolders will be left to the discretion of contractors for organizing information. An example of the folder tree is shown below:

FOLDER LEVEL MAIN SUB-FOLDER SUB-SUB-FOLDER

EXAMPLE
NAME

YYYYMMDD-PROJECT
NAME-FO_TESTS BAT TF
Files shall be named following the format shown below.

FAT-XXXXX TO XXXXX-YYYYMMDD-XX
(a) - (b) - (c) - (d)

(a) TEST TYPE (b) FIBER

CABLE INFO
(c)
DATE
(d) FILE TYPE

BAT (BASELINE

ACCEPTANCE TEST)

END-TO-END

LOCATION

DATE

TRACE FILE (TF)
OR

DEVICE RESULT (DR)

CRAT (CABLE REEL

ACCEPTANCE TEST)

REEL ID

CIAT (CABLE INSTALLATION

ACCEPTANCE TEST)
CABLE

SEGMENT

FAT (FINAL ACCEPTANCE
TEST)

END-TO-END

LOCATION

e.g. “FAT-10&SC038_TO_AR&CAP038-20130812-DR”
The file name above should be a device-generated test results of fiber port 38 from 10th & Santa Clara to Alum Rock & Capitol Ave fiber port 38 which took place on August 12, 2013)

Optical Loss Test Set (OLTS) - The OLTS shall consist of a light source and power meter that meets the following minimum requirements.

Single mode optical fiber light source

1. Provide dual LED light sources with central wavelengths of 1310 (±20 nm) and 1550(±20 nm)

2. Output power of –10 dBm minimum.

Power Meter:

1. Provide 1310 nm, and 1550 nm wavelength test capability.

2. Power measurement uncertainty of ± 0.25 dB.

Optical Time Domain Reflectometer (OTDR) Test Equipment - The OTDR used shall be provided with certification of its most recent calibration which shall be within twelve (12) months from the date of testing.

The OTDR shall have a distance measurement accuracy of ± 0.01% and meet the following minimum requirements.

Single mode OTDR

1. Wavelengths of 1310 nm (± 20 nm) and 1550 nm (± 20 nm).

2. Event dead zones of 2 m maximum at both 1310 nm and 1550 nm.

3. Attenuation dead zones of 15 m maximum at both 1310 nm and 1550 nm.

4. Maximum operating distance range exceeding the length of the longest fiber to be tested.

5. Dynamic range of at least 10 db at 1310 nm and 1550 nm.

A 1,000 meter launch cable, or launch box, shall be used to overcome the dead zone of the OTDR inserted between the OTDR and the optical link.

The OTDR testing shall be done at a scale of at least 1 db per division on the vertical scale.

Optical Loss Testing - The total end-to-end loss for a fiber optic link shall be measured with an OLTS, and not exceed the following:

Link Attenuation (dB) = Cable Attenuation (dB) + Connector Attenuation (dB) + Splice Attenuation (dB)

where,

Cable Attenuation (dB) = Length (Km) * Attenuation Coefficient (dB/km) Attenuation Coefficient is based on the wavelength outlined in section 86-

2.09H “Cable Properties” chart and appropriate cable being tested Connector Attenuation (dB) = Number of connector pairs * connector loss (dB) Maximum allowable connector loss for mated pairs = 0.75 dB, and non-mated =0.3 dB
Splice Attenuation (dB) = Number of splices * splice loss (dB) Maximum allowable splice loss for single mode = 0.1 dB, and multimode =

0.3 dB. See Splice Testing below.

Splice Testing - Splice insertion loss shall not exceed 0.1dB for single mode and 0.3dB for multimode as specified in TIA/EIA-758, “Customer Owned Outside Plant Telecommunication Cabling Standard,” when measured in accordance with ANSI/ TIA/EIA-455-8, “Measurement of Splice and Connector Loss and Reflectance Using an OTDR.”

Connector Testing – Fiber optic jumper cable connector insertion loss and back reflection shall not exceed the levels outlined under section 86-2.09H(2) “Fiber Optic Jumper Cable”

At fiber panel ports, if a connection is made or the port is occupied with a fiber connector on both ends of the coupler, it is treated as a “mated pair” and shall not exceed a loss of 0.75 dB and a reflectance of <-35 dB. If a connector only has one end of the coupler in use, it is treated as “non-mated” and shall not exceed a loss of 0.3dB and a reflectance of <-15 dB.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

DARK FIBER LEASE AGREEMENT

BETWEEN THE

CITY OF SANTA CLARA, CALI FORNIA AND
*INSERT LESSEE’S NAME

PREAMBLE
This lease agreement (“Agr eement”), effective as of the last signature date below (the “Effective Date”), is entered into between the City of Santa Clara, California, a chartered California municipal corporation doing business as Silicon Valley Power (“City” or “SVP”) and *insert Lessee’s name, a[n] *choose one: a __________ (enter State name) corporation/partnership/individual, (“Lessee”). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. Ci
ty owns, designs, constructs, operates, and maintains a Dark Fiber Optic Infrastructure (“FOI”) substantially located in and around the jurisdictional boundaries of City, including the City of San Jose and City of Sunnyvale. The FOI has been designed without electronics and with unlit fiber with strand capacity available for leasing (“Leasable Fiber(s)”) and supports state-of-the-art communications services to meet the requirements of City, municipal institutions, and various commercial entities.

B. This Agreement shall be considered an all-inclusive master lease agreement and if Lessee desires to modify fiber miles or other configurations, Lessee shall submit a Fiber Request Application (“Application”) as depicted in Exhibit 1.

Upon City approval as defined in Exhibit 1, each Application hereinafter “Approved Application” shall be subject to the Terms and Conditions of this Agreement;
C. FOI, including Extended Demarcation For Cable (EDFC) when applicable is Leasable Fiber. Any future expansions to the FOI owned by City may be considered Leasable Fiber at the sole discretion of the City.

D. FOI and EDFC are further defined in Silicon Valley Power Fiber Standards as may be amended from time to time (“SVP Fiber Standards”). Lessee may request a copy of SVP Fiber Standards by e-mail to
[email protected].

E. Under this Agreement, Lessee is duly authorized to use Leasable Fibers from the FOI for lawful purposes;
Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

F. This Agreement only applies to the services described herein.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

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

Exhibit 1 – Sample Fiber Request Application
Exhibit 2 – Notice of Completion/Rejection
Exhibit 3 – Dark Fiber Rates
This Agreement, including the Exhibits listed above, contains all of the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

Exhibits may be reasonably amended by City such as to address new technical specifications. City shall notify Lessee at least 60 days in advance of proposed amendments to Exhibits. Upon notification, Lessee may request alternate modifications and City and Lessee shall negotiate in an effort to resolve. In the event that City and Lessee cannot agree to modifications, Lessee may terminate this Agreement subject to the terms of this Agreement.

Unless otherwise stated the term “days” shall mean calendar days.

2. TERM

OF AGREEMENT

2.1. Initial Term. The Initial Term shall commence on the Effective Date and terminate five (5) years from the Effective Date.

2.2. Option Period:

2.2.1. After the Initial Term, the Agreement shall automatically renew for a five (5) year period (“Option Period”) unless either Party notifies the other Party at least 180 days before the termination date of that Party’s intent to terminate the agreement.

2.2.2. This Agreement may be automatically renewed for up to three (3) Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

Option Periods with an option for either Party to terminate the Agreement by notifying the other Party in writing at least 180 days before the end of that Option Period.

2.2.3. If Lessee desires to terminate before an Option Period and Lessee does not provide notice 180 days before the end of that Option Period, City will take reasonable actions to terminate the Agreement before the end of the Option period. In the event that City cannot complete actions required to terminate the Agreement before the end of the Option Period, the Lease Payment as defined in this agreement shall adjust to 150% of the Lease Payment in effect until the City can take action to terminate services or 180 days from the notice provided by Lessee, whichever comes first.

2.3. Lease Period: The Lease Period is defined as the Initial Term plus all Option Terms that are exercised by the Lessee and City.

2.4. Application Term:

2.4.1. Lessee may elect a period shorter than the Lease Period for a specific Authorized Application (“Application Term”),

2.4.2. If Lessee has elected an Application Term and Lessee desires to extend that Application Term, Lessee shall submit a new Application with the desired term. Such Application shall be submitted to the City at least ninety (90) days before end of that Application Term. In no event shall an Application Term extend beyond the current Lease Period including any Option Periods which have already been exercised.

2.4.3. If Lessee fails to notify City of its intent to extend an Application Term then the Lease Payment for that Approved Application shall adjust to 150% of the Lease Payment in effect as of the termination date of the Application Term until either Lessee makes a request to terminate the services in that Approved Application or until one billing quarter after a new Application has been submitted and approved.

2.5. If Lessor remains in possession after the expiration of the Lease Period, then such holding over shall not be considered a renewal of this Agreement, but rather shall be construed as a tenancy from month to month, subject to all conditions, provisions, and obligations of this Agreement insofar as the same are applicable to a month-to-month tenancy; provided, however, that Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

Lessee shall pay as rent to City, for each month that Lessee holds over, an amount equal to one hundred and fifty percent (150%) of th e current rate charged to fiber customers for the period of service. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed consent by City to occupancy or possession of Leased Fiber by Lessee after the expiration or termination of this License. The Holdover Period shall not exceed twenty-four (24) months.

3. GRANT AND SCOPE OF LEASE

3.1. Grant. Subject to the Terms and Conditions of this Agreement and Exhibits, which are incorporated by reference , City grants Lessee and Lessee accepts from City, the right and privilege ( “Lease”) to use certain of the Leasable Fibers ( “Leased Fiber(s) ”), Attachment Points , and Private Property Access, as def ined in this Agreement, referred to herein collectively as “Leased Infrastructure,” and described in each Approved Application.

3.2. Title to the FOI, and every part thereof, is vested exclusively to City;

3.3. Fiber Request Application. If Lessee desires to modify fiber miles or configurations, Lessee shall submit a written request using the format in Exhibit 1, entitled “Sample Fiber Request Application” . Upon approval of each Application by the City, the “Approved Application” shall be subject to the terms and conditions of this Agreement.

3.4. Ownership of fiber on City’s side of the Demarcation Points shall be vested with City. Demarcation is defined in SVP Fiber Standards.

3.5. No Exclusivity. Nothing in this Agreement is to limit City’s right of use of, or right to lease Leasable Fiber not leased in this Agreement to others.

3.6. Limitations. This Agreement is for the use of the Leased Infrastructure only, subject to the Terms and Conditions herein.

3.6.1. City is not transferring or granting to Lessee any other interest or estate in the Leased Fibers, the FOI, or any other property interest, including any fee, easement, or any franchise rights, and nothing in this Agreement shall be construed as granting or creating any such rights.

3.6.2. As a dark fiber provider, City does not provide communication services such as cross connects, power, or equipment to facilitate internet connections.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

3.6.3. Use of Fiber. Lessee may not use any part of the Leased Infrastructure unless authorized through Approved Application(s).

3.6.4. This Agreement is not a contract for electric service.

3.7. No Agency. Neither Party is the other Party’s agent and shall have no authority, express or implied, to act as agent of the other Party for any purpose.

4. CONNECTION:

4.1. Attachment Points.

4.1.1. Attachment Points are defined as service location(s) Lessee requests for Leased Fiber in submitted Application(s).

4.1.2. Attachment Points may either have a point -to-point or ring configuration and shall be the property of City.

4.1.3. City shall provide Lessee with the Attachment Points, as outlined in the Approved Application(s), at the rates and charges specified in this Agreement.

4.2. Private Property Access.

4.2.1. Private Property Access refers to any physical path within private property that extends from the City’s FOI at the public right-of-way onto the third party owned real property (“Property”) and typically terminates at the PoP and Lessee’s Demarcation Point.

4.2.2. Lessee shall be responsible for securing the Private Property Access and all necessary authorizations from the public right -of- way into the building, unless permission already exists.

4.2.3. City shall provide FOI to the Private Property Access at the location shown in the Approved Application(s).

4.3. Construction

4.3.1. O nly City personnel and/or contractors designated by City shall be permitted to pull cable or splice fibers located within City -owned FOI. City shall assume responsibility for construction activities taken on behalf of Lessee in accordance SVP Fiber Standards.

4.3.2. City shall make reasonable efforts to complete construction by the Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

estimated completion dates in each Approved Application, when specified. City shall not be liable for any costs resulting from failure to complete construction by the estimated completion date.

4.3.3. Upon request of Lessee, City may perform construction of Leased Infrastructure subject to the following:

4.3.3.1. Lessee shall provide cable and be prepared to
complete the connection from Lessee’s Infrastructure
to City at the time that City completes construction

4.3.3.2. If requested by Lessee, City shall splice Lessee provided fiber cable at designated City -owned
Attachment Points.

4.3.3.3. Lessee shall pay City any charges specified in this Agreement and associated applications.

4.3.4. If at the time City completes construction, Lessee is not prepared to complete the connection, then Lessee shall be responsible for splicing its fiber to the thirty (30) foot fiber drop provided by City.

4.4. New Fiber Optic Infrastructure (FOI).

4.4.1. City shall install new FOI and make commercially reasonable efforts to complete construction at the service location(s) in each Application.

4.4.2. New FOI includes design, engineering, construction, placement and splicing of new Leased Fiber to provide a fully active path for Lessee’s dark fiber requirements, including new handholes, manholes, conduits, colocation, relay racks, termination panels, make-ready, testing, and test results.

4.4.3. Lessee shall be solely responsible for costs and permissions such as permits and consent from third parties required for placement of New FOI in the public right-of-way or for private property access.

4.4.4. Upon Lessee acceptance of such new FOI and additional Attachment Points in accordance with this Agreement , Lessee shall be billed for additional any costs incurred as specified in this Agreement. Leased Fiber shall be billed at the fiber lease rates in this Agreement.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

4.5. Reserved Fiber.

4.5.1. If available, City may set aside available fiber that will not be in immediate use as Reserved Fiber as authorized in Approved Application(s).

4.5.2. Reserved Fiber is designed to provide Lessee an option to have pre-arranged and pre- spliced strands along defined routes available to meet immediate requests for service.

4.5.3. Lessee may reserve fiber tube allotments of twelve (12) fiber strands between two (2) Attachment Points for a 12-month period.

4.5.4. Reserve Fiber can be renewed on an annual basis, if available, and at the City’s sole discretion.

4.5.5. Lessee shall be billed for Reserved Fiber at the Reserved Fiber Rates and construction and engineering fees specified in this Agreement and associated Approved Application(s).

4.6. Reconnection. In the event that any of Lessee’s services are disconnected for any reason such as, but not limited to, breach including failure to make timely payments or Lessee request; Lessee may request to be reconnected.

The decision to reconnect Lessee shall be at the sole discretion of the City.

In the event of reconnection, Lessee shall be responsible for all costs of disconnection and reconnection. Such costs shall be paid in advance as described in this Agreement.

5. NO

WARRANTY
City expressly disclaims any express or implied warranty as to the fitness or merchantability of the FOI or the Leased Infrastructure, and their appurtenances.

Lessee accepts use of the FOI and Leased Infrastructure as-is without any express, or implied warranty, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, and any other warranties.

6. COMPENSATION AND PAYMENT

6.1. Lease Payment: The Lease Payment is defined as the sum of all recurring charges in an Approved Application plus any Annual Rate adjustments and Third Party Charges.

6.1.1. Lease Payments are based on the configuration type (point-to- point or ring) and per fiber miles per month, as described in Exhibit Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

3. The total number of Leased Fibers leased by Lessee is described in the Approved Application(s).

6.1.2. Lessee shall pay City the Lease Payment as outlined in the Approved Application(s) for Leased Fiber, as well as any other applicable fees.

6.2. Deposit.

6.2.1. Lessee shall establish credit with City by providing one (1) Quarterly Lease Payment based on the first Application under this agreement, as defined in this Agreement.

6.2.2. Deposit must be received before any work activity shall be initiated by City for associated Application.

6.2.3. Deposit shall be held in a deposit account as follows:

6.2.3.1. If Lessee has not been in material breach of this Agreement and has made all payments on time for a
consecutive two-year period, the City shall return
Deposit.

6.2.3.2. If Lessee has been in material breach of this Agreement during the two years Deposit is held, the
City may retain the Deposit until the Lessee has made
payments on time for a consecutive two-year period
and has not been in material breach for a consecutive
two-year period.

6.2.4. At the City’s sole discretion, the City may waive or modify deposit requirements for an application including requiring deposit in advance of construction services provided by City under Section 4.

6.3. Assurance: If at any time City at City’s sole discretion, the City reasonably believes that Lessee may commit a breach by non-performance of the terms or conditions of this Agreement, or Lessee fails to pay the fees prescribed in this Agreement at any time within a two (2) year period, then City may demand assurance (regardless of whether or not assurance was required at the start of this Agreement) to the extent that City determines is necessary to protect City. Such assurance shall be in a form satisfactory to City and shall be delivered to City within thirty (30) days of City’s demand.

Such assurance may include requirement of additional Deposit. In the event that Lessee fails to pay additional deposit within thirty (30) days of Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

request by City, City may terminate this Agreement according to the provisions of this Agreement.

6.4. Quarterly Lease Invoice. City shall invoice Lessee on a quarterly basis and start from the Date of Delivery, as defined in this Agreement.

6.4.1. Due Date of Quarterly Lease Payments. Lease Payments are due on or before the last day of the first month in each quarter of the service period on or before January 31st, April 30, July 31st, and October 31st as follows:

6.4.1.1. Payment for January through March is due before January 31

6.4.1.2. Payment for April through June is due before April 30

6.4.1.3. Payment for July through September is due July 31

6.4.1.4. Payment for October through December is due
October 31

6.4.2. Lease Fiber delivered during a quarter shall be prorated based on the number of days of fiber availability during the quarter and shall be paid before the due date of the first quarterly lease payment after construction is completed.

6.4.3. City shall send an invoice prior to the quarterly due date to Lessee as a reminder of the total amount of the quarterly Lease Payment due on or before the dates in this Agreement. If Lessee does not receive such invoice, Lessee is still bound to pay the quarterly Lease Payment (the amount in Approved Applications) before the Due Date of Quarterly Lease Payments.

6.5. Reserved Fiber Payment Option. Reserved Fiber may be leased pursuant to Reserved Fiber Rates in this Agreement and shall be included in an Approved Application.

6.6. Annual Rate Adjustments. The fiber lease rates in this Agreement shall be adjusted annually on July 1st , using either a three percent (3%) Price Inflation Adjustment, or local Consumer Price Index (CPI), whichever is higher and rounded to the nearest dollar. Local CPI is designated in accordance with the consumer price index (CPI) for all Urban Consumers for the San Francisco- Oakland-San Jose CMSA, published by the United States Department of Labor, Bureau of Labor Statistics from January Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

through December of the previous year. The amount of any Annual Adjustment shall not exceed ten percent (10%) of the rate in effect in the previous year.

6.7. Non-Recurring Costs: Engineering Design, Construction, and Splicing Payments.

6.7.1. Construction: Upon receipt of application, City shall provide an estimate of costs for construction associated with that application.

Upon receipt of signed Work Authorization in the Fiber Request Application in Exhibit 1 and, City shall initiate actions necessary to complete construction. Costs of Construction may include, but are not limited to placement and splicing of items, placement of handholes, manholes, conduits, relay racks, termination panels, and fiber optic cable.

6.7.2. Additional Engineering Fees. From time to time Lessee may request additional non- recurring engineering services, including but not limited to troubleshooting, splicing, testing and results, fiber audits, fiber verification, civil engineering services for agencies outside the jurisdiction of City, and fiber map reconfigurations.

6.7.2.1. Lessee may request such services by submitting an Application.

6.7.2.2. Upon receipt of application, City shall provide an estimate of costs for additional engineering fees
associated with that application. Upon receipt of
signed Work Authorization, City shall initiate actions
necessary to complete requested activities.

6.7.3. City shall make best efforts to provide Lessee with estimated cost for work required.

6.7.3.1. In the event that Construction or Additional
Engineering requires revisions resulting in costs that
are likely to exceed the estimated costs by fifteen
percent (15%) or less, those cost s may be passed
through to Lessee without additional notification.

6.7.3.2. If construction estimates must be revised in an amount greater than 15% of estimated costs, construction shall be halted, and City shall notify Lessee, in writing, of any required changes.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

6.7.3.2.1. Lessee must approve such changes prior to
continuation of construction in Approved
Application(s).

6.7.3.2.2. Should Lessee decide not to authorize costs
exceeding initial construction estimates and
discontinue work, Lessee shall be
responsible for all construction costs up to
the halt of construction.

6.7.4. If Lessee does not make its first Lease Payment for an Approved Application or this Agreement is otherwise terminated due to no fault of City prior to the Due Date of the first Lease Payment, then Lessee shall be responsible for all costs incurred by City up to the date of termination and any deposit received by City shall be reduced by the amounts paid on Lessee’s behalf.

6.7.5. Lessee shall make payment for any non- recurring costs within 30 days of invoice from City. In the event that payment is not received then the provisions of Section 6.10 (Late Fee Payment) shall apply.

6.8. Third Party Charges.

6.8.1. Lessee shall reimburse City for charges assessed or imposed on City by third parties related to this Agreement.

6.8.2. To the extent City is aware of those charges in advance and can obtain an estimate from that third party , City shall advise Lessee, in advance, of potential or anticipated costs imposed by third parties for accommodating Lessee’s Infrastructure and which are directly attributable to Lessee. Where City may be required to pay such third-party charges on behalf of Lessee, Lessee shall remit payment in advance to City.

6.8.2.1. If Lessee does not agree to the charge imposed by the third party, then Lessee shall be responsible for
negotiating with that third party and shall hold City
harmless from any claim of delay in completing the
subject work due to Lessee’s negotiations of the third
party charges.

6.8.2.2. If Lessee elects not to pay the third party charges, then City shall not perform the work requested by Lessee
that requires payment of such third party charges and
Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

may adjust Approved Applications accordingly.

6.8.3. Lessee shall make payment for any third party charges within 30 days of invoice from City. In the event that payment is not received then the provisions of Section 6.10 (Late Fee Payment) shall apply.

6.9. Payment Dispute

6.9.1. Lessee shall notify City of any disputes within 30 days of end of quarter of any disputes. Lessee shall remit any undisputed amount on the due date. Notices regarding payment dispute shall be submitted to [email protected].

6.9.2. City shall review disputed items and respond to Lessee with City’s findings within 30-days of receipt of dispute.

6.9.3. Within 15 days of response from City to payment dispute, Lessee shall pay any outstanding amounts due to City.

6.10. Late Fee Payment.

6.10.1. If any amount due is not received in advance of the Due Date, a Late Fee Payment on unpaid, undisputed amounts of the payment shall accrue, until paid, at one and a half percent (1.5%) per month.

6.10.2. In addition, i f Lessee fails to pay any invoice, then Default provisions of this Agreement shall apply.

6.11. Taxes and Franchise Fees. None of the Lease Payment amounts charged to Lessee pursuant to this Agreement includes any tax or franchise fee charged by any governmental entity. Lessee shall be solely responsible for paying any and all taxes, franchise fee or assessments by any governmental entity related to the Leased Infrastructure, if any, when due.

6.11.1. City represents that currently, there is no tax imposed by City that would be levied on Lessee associated with this Agreement.

6.11.2. Notice is hereby given that the property interest vested in Lessee may create a possessory interest which entities (other than City) may deem subject to property taxation and Lessee may be subject to payment of property taxes therefore.

6.11.3. Lessee shall be solely responsible for opposing, protesting, appealing or challenging any tax or franchise fee imposed or asserted by any entity.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

6.12. If Lessee desires to decommission certain fiber miles without terminating the entire Agreement, Lessee shall submit an Application at least ninety (90) days in advance of intended decommission.

6.12.1. City shall evaluate such Application and adjust Lease Payments if such Application is approved.

6.12.2. Lessee is responsible for all disconnect ion costs (labor, time, and materials), resulting from work authorized in Approved
Application(s).

6.12.3. If accrued amount of decommissioned fiber exceeds fifty percent (50%) of an Approved Application, a twenty-five percent ( 25%) Termination Fee shall apply. The Termination Fee shall be based on the Lease Payments expected from the decommissioned fiber for the remaining term of the Agreement.

6.13. City shall have the right to refuse to perform new or additional requests from Lessee until any outstanding invoices have been paid in full.

7. CONSTRUCTION AND ACCEPTANCE OF LEASED FIBER

7.1. Notice of Completion.

7.1.1. Upon the completion of any construction for Lessee, City shall perform testing in accordance with SVP Fiber Standards.

7.1.2. After successful testing, City shall provide Lessee a Notice of Completion, in a form substantially similar to Exhibit 2 , with the results of such testing of all Leased Infrastructure described in Approved Application(s).

7.1.3. Charges for any Leased Fiber shall commence on the Date of Delivery of such Leased Fiber.

7.2. Existing FOI.

7.2.1. If any Attachment Point is to be provided that is not newly constructed, City shall perform splicing verification testing to verify that the Attachment Point (s) to be leased meets the Performance Specifications in SVP Fiber Standards.

7.2.2. The results of such tests shall be provided to Lessee.

7.3. Lessee’s Acceptance Testing.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

7.3.1. Upon receipt of the Notice of Completion, Lessee may conduct its own testing of the Leased Infrastructure, using procedures outlined in Approved Application(s) (“Acceptance Testing”).

7.3.2. Lessee is solely responsible for ensuring that Lessee has installed the necessary Lessee’s Infrastructure and, if necessary, obtained the required building owner service agreements required to perform Lessee’s own Acceptance Testing.

7.3.3. Lessee shall complete Acceptance Testing within fifteen (15) days of the issued Notice of Completion.

7.3.3.1. Lessee shall indicate in a Notice of
Acceptance/Rejection, similar to Exhibit 2, what portion of the Leased Infrastructure described in the Approved
Application(s), failed to pass the Acceptance Testing
and the reason therefore.

7.3.3.2. If Lessee fails to complete Acceptance Testing within the time indicated in the Notice of Acceptance /
Rejection, Lessee shall have waived its rights to
conduct Acceptance Testing, and items listed on the
Notice of Completion shall be deemed accepted by
Lessee upon expiration of the fifteen (15) day period.

7.3.4. City shall reasonably cooperate in conducting such tests and participate in joint testing,

7.3.4.1. Joint testing by City, if requested by Lessee shall be performed only at Lessee’s sole cost and expense.

7.3.4.2. Lessee shall provide City advance notice of at least seventy-two (72) hours from the date and time it
desires City to participate in joint testing. Any such notice must be given within twelve (12) days after
receipt of the Notice of Completion.

7.4. Notice of Rejection.

7.4.1. In the event Lessee delivers a Notice of Rejection to City, Lessee shall specify what item(s) are not in compliance.

7.4.2. City shall use its commercially reasonable efforts to correct or repair Leased Infrastructure that is not in compliance.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

7.4.3. Thereafter, City shall again give Lessee a Notice of Completion with respect to the particular item previously indicated in Lessee’s Notice of Rejection as not in compliance.

7.4.4. This procedure shall apply again and successively thereafter until City has remedied all defects or failures that are not in conformance with the Performance Specifications in this Agreement and SVP Fiber Standards.

7.5. Date of Delivery.

7.5.1. Fifteen (15) days after City issuance of a Notice of Completion, if a Notice of Rejection has not been submitted, the Leased
Infrastructure shall be deemed ready for immediate use and interconnection by Lessee to Lessee’s Infrastructure.

7.5.2. In the event of a Notice of Rejection, the Lease Infrastructure shall be deemed ready for immediate use and interconnection by Lessee to Lessee’s Infrastructure fifteen (15) days after issuance of the last Notice of Completion.

7.5.3. The date of the Notice of Completion shall serve as the Acceptance Date and Date of Delivery.

7.5.4. Charges for any Leased Fiber shall commence on the Date of Delivery of such Leased Fiber.

7.6. Reserved Fiber.

7.6.1. Reserved Fiber strands shall be pre- spliced, terminated, and tested, but unavailable for interconnection until Lessee submits an Application, at least two (2) business days in advance, to transfer status from Reserved Fiber to Leased Fiber.

7.6.2. Upon receipt and approval of an Application to activate Reserved Fiber, City shall perform testing and provide Lessee with test results, a map with port assignments, and a Notice of Completion similar to Exhibit 2 and associated with Approved Application(s).

8. LESSEE’S
INTERFACE WITH CITY’S INFRASTRUCTURE

8.1. Lessee’s Infrastructure and use of Lessee’s Infrastructure. Lessee shall be responsible for installation, operation, and maintenance for Lessee’s Infrastructure beginning at least one foot from City-owned splice cases, pull Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

boxes, or other City-owned structures. Lessee hereby grants City the right to use Lessee’s Infrastructure during the Lease Period to allow City to perform its obligations under this Agreement. “Lessee’s Infrastructure” is defined in this Lease Agreement as any of Lessee’s conduit, fiber, buildings, and other infrastructure required for the Leased Infrastructure and FOI.

8.2. No Access by Lessee. Other than as authorized in this Agreement, Lessee is prohibited from accessing, directly or indirectly, the FOI, or any part thereof, the transmission pathway, or any part thereof, or any City electric or other utility facility on City’s side of the Demarcation Points.

Unauthorized access by Lessee to, or use of, the FOI, the transmission pathway, or any City electric or other utility facility shall constitute a material breach of this Agreement.

8.3. Lessee Covenants. Except as expressly authorized by applicable laws or this Agreement, in the exercise and performance of its rights and obligations under this Agreement, Lessee agrees to the following:

8.3.1. Lessee shall comply with applicable federal, state and local laws in the exercise and performance of its rights and obligations under this Agreement.

8.3.2. Lessee shall comply with any City permit issued to Lessee in connection with the location of Lessee’s Infrastructure within the public right-of-way.

8.3.3. Lessee shall obtain, as required, any and all necessary approvals for the design, construction, installation, operation and testing of Lessee’s Infrastructure to be located within City.

8.3.4. Lessee shall not interfere in any manner with the existence and operation of any and all public rights -of-way, easements, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electric and telephone wires, electroliers, cable television, and other telecommunications, utility, and municipal property without the express written approval of the owner or owners of the affected property or properties.

8.3.5. Neither Lessee nor anyone under Lessee’s direct control or doing work on Lessee’s behalf including, but not limited to, Lessee’s employees, contractors, and agents (excluding the City its agents and contractors), shall be permitted to:

8.3.5.1. Do anything within public rights -of-way or easements Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

that obstructs or interferes with the rights of any person located within the public rights-of-way or easements or that may result in injury,

8.3.5.2. C ommit, cause, maintain, permit, suffer, or allow to be committed, caused, maintained any waste, abuse or
destructive use within the public rights -of-way or
easements,

8.3.5.3. C ommit, cause, maintain, permit, suffer, or allow to be committed any public or private nuisance, nor any
other act or thing which may disturb the quiet
enjoyment of any other person lawfully using the public rights-of-way or easements.

8.3.5.4. Do anything in, on or about the Leased Infrastructure or Lessee’s Infrastructure which is prohibited by, or will in any way conflict with, any laws now in force by City or which may hereafter be enacted or promulgated by
an entity other than City. If City becomes aware of any laws, rules, ordinances, resolutions, or other
regulations which are enacted or promulgated by a
governmental entity (other than City) after the Effective Date of this Agreement that materially (a) changes the
economics of this Agreem ent, or (b) interfere with
Lessee’s rights provided hereunder, City may provide
Lessee sixty (60) days’ notice of the required
change(s) and if the Lessee does not agree to comply,
Lessee shall have the right to terminate this Agreement without penalty.

8.3.5.5. This term shall not be construed to prohibit Lessee from installing Infrastructure within City or otherwise exercising its rights and carrying out its obligations
under this Agreement, nor shall it be construed to
increase Lessee’s rights under this Agreement.

8.3.6. Lessee shall keep all parts of the Leased Infrastructure that belong to City free of any liens that may be created or which may attach as the result of the acts or omissions of Lessee, its employees, contractors or agents. If any such lien is filed, Lessee shall indemnify and hold harmless City from any and all costs to remove such lien, including but not limited to, reasonable attorneys’ fees.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

8.3.7. Lessee shall be permitted to pledge this Agreement as an asset for purposes of obtaining financing; however, if any entity to which this Agreement has been pledged actually perfects its interest therein, that entity must comply with the provisions of this Agreement (“Assignment and Subcontracting”).

8.3.8. Lessee may not, under any circumstances, pledge the actual dark fiber or Leased Infrastructure as an asset to anyone for any purpose. The Leased Infrastructure is public property owned by City and shall not be pledged to any party.

8.3.9. Lessee shall not use or store Hazardous Materials of any kind on or near City Property which could contaminate the Property, without prior written permission from City.

8.3.9.1. “Hazardous Material(s)” shall mean any toxic or hazardous substance, material or waste or any
pollutant or contaminant or infectious or radioactive
material, including but not limited to, those substances, materials or wastes regulated now or in the future
under any of the following statutes or regulations and
any and all of those substances included within the
definitions of “hazardous substances,” “hazardous
waste,” “hazardous chemical substance or mixture,”
“imminently hazardous chemical substance or
mixture,” “toxic substances,” “hazardous air pollutant,” “toxic pollutant” or “solid waste” in the (a) “CERCLA” or “Superfund” as amended by SARA, 42 U.S.C. Sec.
9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq.,
(c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) C AA, 42
U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601
et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous
Materials Transportation Act, 49 U.S.C. Sec. 1801 et
seq., (i) USDOT Table (40 CFR Part 302 an d
amendments) or the EPA Table (40 CFR Part 302 and
amendments), (j) California Superfund, Cal. Health &
Safety Code Sec. 25300 et seq., (k) Cal. Hazardous
Waste Control Act, Cal. Health & Safety Code Section
25100 et seq., (l) Porter-Cologne Act, Cal. Water Code
Sec. 13000 et seq., (m) Hazardous Waste Disposal
Land Use Law, Cal. Health & Safety Code Sec. 25220
Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

et seq., (n) “Proposition 65,” Cal. Health and Safety
Code Sec. 25249.5 et seq., (o) Hazardous Substances
Underground Storage Tank Law, Cal. Health & Safety
Code Sec. 25280 et seq., (p) California Hazardous
Substance Act, Cal. Health & Safety Code Sec. 28740
et seq., (q) Air Resources Law, Cal. Health & Safety
Code Sec. 39000 et seq., (r) Hazardous Materials
Release Response Plans and Inventory, Cal. Health &
Safety Code Secs. 25500- 25541, (s) TCPA, Cal.

Health and Safety Code Secs. 25208 et seq., and (t)
regulations promulgated pursuant to said laws or any
replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules.

8.3.9.2. Hazardous Materials shall also mean any and all other substances, materials and wastes which are, or in the
future become regulated under applicable local, state
or federal law for the protection of health or the
environment, or which are classified as hazardous or
toxic substances, materials or wastes, pollutants or
contaminants, as defined, listed or regulated by any
federal, state or local law, regulation or order or by
common law decision, including, without limitation, (i) trichloroethylene, tetrachloroethylene,
perchloroethylene and other chlorinated solvents, (ii)
any petroleum products or fractions thereof, (iii)
asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii)
radioactive materials and waste.

8.3.9.3. In the event that any Hazardous Material is spilled or leaked or otherwise released on the Property or any
area in the vicinity of the Property as a result of
Lessee’s exercise of this Lease, Lessee shall promptly
take all steps necessary to remove any contamination
resulting from such activities. Lessee accepts full
responsibility for all activities and costs incurred related to cleaning up the Property from the effects of such spill or leak.

8.3.9.4. Lessee shall be responsible for meeting, and possess Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

the means to satisfy, the requirements of all federal,
state and local controlling agencies, such as the Bay
Area Water Quality Management District and/or the
Environmental Protection Agency, which may have
jurisdiction over the region in which the Propert y is
located or over the substance being used by Lessee
on the Property.

8.3.9.5. Hazardous Materials Indemnity. Lessee shall
indemnify, defend (by counsel reasonably acceptable
to City), protect and hold City harmless from and
against any and all claims, liabilities, penalties,
forfeitures, losses and/or expenses (including, without limitation, diminution in value of the Property, damages for the loss or restriction on use of the rentable or
usable space or of any amenity of the Property,
damages arising from any adverse impact or marketing
of the Property and sums paid in settlement of claims,
response costs, cleanup costs, site assessment costs,
attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property
whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or
caused or resulting, either prior to or during the Lease Period, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or about the
Property by Les see, Les see’s agents, employees,
licensees or invitees or at Les see’s direction of
Hazardous Material, or by Les see’s failure to comply
with any Hazardous Materials Law, whether knowingly
or by strict liability. Licensee’s indemnification
obligations shall include, without limitation, and
whether foreseeable or unforeseeable, all costs of any
required or necessary H azardous Materials
management plan, investigation, repairs, cleanup or
detoxification or decontamination of the Property, and
the presence and implementation of any closure,
remedial action or other required plans, and shall
survive the expiration of or early termination of the
Lease Period. For purposes of the indemnity provided
herein, any acts or omissions of Les see, or its
Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

employees, agents, customers, sublessees,
assignees, contractors or subcontractors of L essee
(whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

8.4. City Covenants.

8.4.1. City shall comply with applicable federal, state and local laws in the exercise and performance of its rights and obligations under this Agreement.

8.4.2. City shall obtain, as required, any and all necessary approvals for the design, construction, installation, operation and testing of City’s Infrastructure associated with this Agreement.

8.4.3. City shall comply with any City permit issued in connection with the FOI within the public rights-of-way or easements.

8.4.4. City shall not do or permit anything to be done by anyone under its direct control or doing work on its behalf in, on or about the Leased Infrastructure or Lessee’s Infrastructure, which is prohibited by or will in any way conflict with any laws now in for ce or which may hereafter be enacted or promulgated.

9. OPERATION

AND MAINTENANCE, MODIFICATIONS, AND REPAIRS

9.1. General. City shall maintain the FOI in good operating condition and in accordance with the specifications in this Agreement and SVP Fiber Standards.

9.2. City shall provide all equipment, manpower, supervision, certified fiber optic splicers, consumable materials, tools, construction equipment and machinery, utilities, transportation, any and all applicable taxes, and other facilities and work as necessary for the proper execution and completion of monitoring, operation, maintenance, modifications, repairs including temporary and permanent emergency restoration for operation of the fiber optic communications network for the performance of this Agreement. Such services may include:

9.2.1. Underground trenching and placement/repair of conduit and infrastructure per City’s construction standards . Lessee may request a copy of City construction standards and specifications by e-mail to [email protected] . Placement of underground fiber optic cable and facilities in conduit system.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

9.2.2. Setting poles and/or repair of aerial facilities for fiber optic cable.

9.2.3. Placement of aerial fiber optic cable poles in compliance with California Public Utilities Commission General Order No. 95.

9.2.4. Splicing, termination and testing of fiber optic cable to SVP Fiber Standards.

9.2.5. Underground and aerial defect discovery work to ascertain the extent of damage to fiber optic cables and/or facilities.

9.3. Representatives. Lessee shall provide to City, and update as changes occur, the current name, title, telephone number , and personal communications device number of a representative of Lessee , in this Agreement (“Lessee’s Representative”).

9.3.1. City shall keep Lessee’s Representative informed of City’s maintenance schedules and emergencies.

9.3.2. I n the event that Lessee fails to update contact information for Lessee’s Representative, City shall not be held liable for any failure to meet any notification or response provisions , resulting directly therefrom.

9.3.3. City shall provide to Lessee’ s Representative the telephone number of a City Representative that can be contacted on a 24/7 basis, including City’s observed holidays, as set forth in this Agreement (“City’s Representative”).

9.3.4. Lessee may contact City’s Representative to report any perceived damage to or failure, interruption or impairment of the Leased Infrastructure.

9.4. Operations and Maintenance.

9.4.1. City shall schedule and perform routine operations, maintenance and repairs and undertake timely maintenance and repairs to cure deficiencies in the FOI.

9.4.2. City shall provide written notification identifying the time, location, and nature of each maintenance and repair job potentially affecting the Leased Infrastructure and/or Lessee’s Infrastructure, and notify Lessee’s Representative, at the earliest possible time but not less than ninety-six (96) hours prior to the scheduled time except in the Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

event of emergency as defined in this Agreement.

9.4.3. Lessee is responsible for all maintenance and repairs on Lessee’s side of the Demarcation Points.

9.5. Route Modifications.

9.5.1. City, at its sole cost and expense, may modify the FOI as conditions and circumstances may warrant.

9.5.2. City shall provide written notification to Lessee’s Representative identifying the time, location, and nature of each route modification at least ninety -six (96) hours prior to the scheduled time, unless route modification is considered an Emergency, as defined in this Agreement.

9.5.3. Such modifications may cause portions of the FOI to be relocated, permanently or temporarily, to one or more alternate locations within the public right -of-way or easement, and leased service properties.

9.5.4. Lessee shall cooperate with City to affect any such modifications.

9.6. Emergency Repairs.

9.6.1. For the purpose of this Agreement, “Emergency” shall be defined as an abrupt failure of fiber optic cable functionality.

9.6.2. City shall provide emergency maintenance response and restoration services.

9.6.3. City Emergency services will be available on a 24/7 basis, including City’s observed holidays.

9.6.4. Emergency maintenance provided in this Agreement does not apply to fiber optic facilities not owned by City.

9.6.5. Response Time.

9.6.5.1. Upon receipt of notification of a potential problem fitting the definition of emergency from Lessee’ s
Representative to City’s Representative, City shall
evaluate the potential problem within the following
timelines:

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

9.6.5.1.1. During normal business hours: City shall
evaluate issue within four (4 ) hours of
notification and shall have appropriate
restoration/repair personnel and equipment
onsite to begin restoration of fiber optic
network functionality within eight (8) hours of
such notification

9.6.5.1.2. Outside of City business hours including
weekends and holidays: City shall evaluate
issue within eight (8 ) hours of notification
and shall have appropriate restoration/repair
personnel and equipment onsite to begin
restoration of fiber optic network functionality
on the next business day.

9.6.5.2. If City cannot provide permanent restoration within four (4) hours , City will make commercially reasonable
efforts to provide temporary restoration.

9.6.5.3. After temporary restoration is complete, a permanent repair and site restoration plan will be proposed by City within two (2) days. Upon City’s approval, this work will be scheduled and initiated.

9.6.5.4. D uring restoration services, City’s Representative will provide regular updates to Lessee’s Representative.

9.6.6. Point of Contact. During Emergency service, required communications regarding restoration shall be exchanged between Lessee’s Representative and City’s Representative, as set forth in this Agreement.

9.7. In the event that the City is mobilized as a result of an issue resulting from Lessee’s infrastructure, City may, at City’s sole discretion, invoice Lessee for City costs associated with such activity.

10. ACCESS
TO LESSEE’S INFRASTRUCTURE

10.1. Grant of Access. From time to time access to Lessee’s Infrastructure may be required for scheduled and non-scheduled maintenance and repair work associated with the Leased Infrastructure and related FOI. Lessee shall cooperate with City, its officers, employees, agents, representatives, contractors to allow ingress and egress for repairs to Leased Infrastructure Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

and the FOI . Notwithstanding the foregoing, City shall have no right or responsibility to alter, maintain, or repair Lessee’s Infrastructure. In no event shall City, its officers, employees, agents, representatives, contractors, or subcontractors access Lessee’s Infrastructure unless a representative of Lessee is present unless authorized in writing by Lessee.

10.2. Written Notice.

10.2.1. So long as an emergency situation does not exist, City shall provide a written notice to Lessee’s Representative at least forty-eight (48) hours in advance of any required ingress to Lessee’s Infrastructure.

10.2.2. If an emergency situation exists, City shall provide a verbal request to Lessee’s Representative as soon as practical.

11. DEFAULT

11.1. Either Party may be subject to default in this Agreement if the Party materially breaches any term or condition of this agreement.

11.2. Lessee shall be subject to default procedures in this Agreement if Lessee fails to pay any fees as prescribed in this Agreement.

11.3. Upon default under this Agreement, the non-defaulting Party shall give the other Party written notice, setting forth the nature of the default and a demand that said default be cured and remedied. If that Party fails, neglects or refuses within thirty (30) days after the giving of said notice to cure or remedy the default, or commence and diligently continue such cure, then the non-defaulting Party, shall provide a Notice of Default to the defaulting Party. Upon Notice of Default and without suit or other proceedings, may terminate this Agreement and cancel and annul the rights and privileges granted herein.

12. TERMINATION

12.1. Termination by Lessee.

12.1.1. Termination without Cause:

12.1.1.1. Lessee may terminat e this Agreement without cause by giving City written notice (“Notice of Termination”) which clearly expresses Lessee’s intent to terminate
the Agreement.

12.1.1.2. Notice of Termination shall become effective no less Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

than ninety (90) days after City receives such notice.

12.1.1.3. In the event of termination without cause, Lessee shall be subject to an early Termination Fee equal to one
hundred percent 100% of the current year’s Lease
Payment(s) plus twenty-five percent (25%) of the
remaining Lease Payment(s) due under the terms of all
Approved Application(s). The Termination Fee is
based on the current fiber lease rate (at the time of
Termination) exclusive of future Annual Adjustments.

12.1.2. Failure to Deliver Leased Infrastructure

12.1.2.1. Lessee may terminate this Agreement if City fails to deliver the Leased Infrastructure (excluding any new
extensions of new construction to accommodate the
unique requirements of Lessee) on or before the date
mutually agreed upon by the Parties in Approved
Application(s), unless such failure is due to reasons
beyond the control of City or Force Majeure.

12.1.2.2. Termination for failure to deliver leased infrastructure shall not be subject to a Termination Payment. Lessee
shall be responsible for any costs incurred by City on
Lessee’s behalf up to the point of termination.

12.1.2.3. Termination for failure to deliver leased infrastructure shall be without liability to either City or Lessee unless, and to the extent that, the failure to meet the deadline is caused by Lessee.

12.2. Termination by City:

12.2.1. Termination without Cause:

12.2.1.1. City may terminate this Agreement without cause by giving Lessee written notice (“Notice of Termination”)
which clearly expresses City’s intent to terminate the
Agreement.

12.2.1.2. Notice of Termination shall become effective no less than thirty (30) days after Lessee receives such notice.

12.2.1.3. In the event of termination without cause by City and Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

provided that Lessee has made all quarterly payments
in full and on time, Lessee may use FOI without cost
for the final three months before the termination date in the Notice of Termination from City.

12.2.1.4. After Notice of Termination has been presented by City, City may terminate and disconnect Lessee from
the FOI on the date indicated in the Notice of
Termination without further notice to Lessee and with
no liability to City.

12.2.2. Termination for default or cause: In the event of termination for default of this agreement or other cause, City may terminate and disconnect Lessee from the FOI on the date indicated in the Notice of Termination or Notice of Default without further notice to Lessee and with no liability to City.

12.3. Termination due to destruction of FOI:

12.3.1. Either Party may terminate this Agreement if the FOI is substantially destroyed by Force Majeure such that it cannot be repaired at a reasonable cost and within ninety (90) days from the date of destruction.

12.3.2. In the event of destruction of FOI, either Party shall provide the other Party a Notice of Termination and termination shall become effective no less than thirty (30) days after a Party receives such notice.

12.3.3. After either Party terminates the Agreement due to destruction of FOI, Lessee shall not owe City any further Lease Payment and Lessee shall be entitled to an appropriate credit if pre- payments occurred.

12.3.4. Lessee shall not be subject to the Termination Fee in the event of Termination due to destruction of FOI.

13. FORCE

MAJUEURE

13.1. For the purpose of this Agreement, “Force Majeure” shall be defined as any cause beyond the control of the Party affected, and which by exercise of reasonable due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome or obtain or cause to be obtained a commercially reasonable Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

substitute therefore.

13.2. Force Majeure includes Acts of God, flood, drought, earthquake, storm, tornado, fire, explosion, lightning, epidemic, pandemic, public emergency, war, riot, civil disobedience, labor strike, labor dispute, labor or materials shortage (however labor or materials shortage does not include the mere inability to obtain that labor or material at a particular price), sabotage, restraint by court order, restraint by public authority, or action or non-action by governmental authority or accident.

13.3. No Party shall be relieved of liability for failure of performance if such failure is due to causes arising out of its own negligence or due to the removal of remediable causes which it fails to take reasonable efforts to remove or remedy within a reasonable time, or due to mere fluctuations in market prices. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of Force Majeure shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch.

13.4. Force Majeure shall not excuse Lessee’s nonpayment of any fees or costs required under this Agreement

14. ASSIGNMENT AND SUBCONTRACTING

14.1. City and Lessee bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City.

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

15. NO

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

16. INDEPENDENT CONTRACTOR
Lessee and all person(s) employed by or contracted with Lessee to furnish labor and/or materials under this Agreement are independent contractors and do not Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

act as agent(s) or employee(s) of City. Lessee has full rights to manage its employees in their performance of Services under this Agreement.

17. CONFIDENTIALITY OF MATERIAL
Except as required by the California Public Records Act, or any other applicable law, a ll ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information submitted by a Party (“Discloser”) to the other Party (“Recipient”) in connection with the performance of this Agreement and marked as “Confidential” or, if identified as confidential at the time of disclosure, shall be held confidential by Recipient and shall not, without the prior written consent of Discloser, be used for any purposes other than the performance under this Agreement nor be disclosed to an entity not connected with performance under this Agreement .

Nothing furnished to Recipient which is otherwise known to Recipient or becomes generally known to the related industry shall be deemed confidential.

18. HOLD

HARMLESS/INDEMNIFICATION

18.1. To the extent permitted by law, Lessee agrees to protect, defend, hold harmless and indemnify City, its City Council, commission ers, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Lessee’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Lessee pursuant to this Agreement.

18.2. City shall not be liable to Lessee for damage caused to the FOI by independent third parties not under contract with City that are engaged in construction or other business operations which damage the FOI. City shall respond and repair any damage to the FOI caused by such third party as if it were an Emergency Repair as described in this Agreement. In the event that such damage is related to actions of Lessee or third parties under the control or direction of Lessee, City may invoice Lessee for any costs of response.

18.3. City shall not be liable to Lessee for any fines, penalties, claims, or damages stemming from the interruption of, or interference with Lessee’s Infrastructure. City shall not be liable for incidental, punitive, exemplary, special, indirect or consequential damages, or lost profits, arising under or relating to this Agreement. Nothing in the preceding sentence shall be Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

construed to limit Lessee’s indemnity obligations under this Agreement.

18.4. City shall not be liable to Lessee for any fines, penalties, claims, or damages for third-party claims for intellectual property infringement, data breach, or violations of any data privacy laws.

18.5. The total aggregate liability of City and its City Council, commissions, officers, employees, volunteers and agents and their insurers, collectively, for all claims damages, losses, expenses, costs, and liabilities of any kind arising out of this Agreement, whether such arise from a breach of contract, warranty, tort, including negligence, strict liability; or otherwise, shall be limited to One Dollar ($1.00).

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

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

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

20. NOTICES

20.1. All notices to the Parties shall, unless otherwise required in writing, shall be sent to City addressed as follows:

City of Santa Clara dba Silicon Valley Power
Attention: Chief Electric Utility Officer
1500 Warburton Avenue
Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

Santa Clara, CA 95050
and by e-mail at [email protected],
[email protected], and [email protected] And to Lessee addressed as follows:
*Name of Lessee
*Address of Lessee
and by e-mail at *_______________@XXX
The workday the e-mai l was sent shall control the date notice was deemed given. An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

20.2. Routine Operations and Emergencies (City’s Representative and Lessee’s Representative).

All notices to the Parties regarding routine operations and emergencies shall be sent to City addressed as follows:

City of Santa Clara dba Silicon Valley Power
Attention: Fiber Program Manager
1500 Warburton Avenue
Santa Clara CA 95050
Telephone: (408)548-7741
Secondary contact or for emergencies (24/7/365) and after normal business hours:

City of Santa Clara dba Silicon Valley Power
SVP Operations Control Room
Telephone: (408) 615-5640
And to Lessee addressed as follows:
*Name of Lessee
*Address of Lessee
Telephone No:

Secondary contact or for emergencies (24/7/365) and after normal busi
ness hours:
*Name of Lessee
*Address of Lessee
Telephone:

21. COMPLIANCE WITH LAWS
Lessee shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Lessee’s attention is called to Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Lessee has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

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

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

24. NO USE OF NAME OR EMBLEM
Neither Party shall use the other Party’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of that other Party.

25. GOVERNING

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

26. SEVERABILITY
CLAUSE
Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

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

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

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

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

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

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
*INSERT LESSEE’S NAME
*choose one: a[n] ______ (insert State) corporation/partnership/individual

Dated: _________________________
By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“LESSEE”

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

DARK FIBER LEASE AGREEMENT

BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA AND
*INSERT LESSEE’S NAME
EXHIBIT 1 - SAMPLE FIBER REQUEST APPLICATION

SILICON
VALLEY
POWER .

CITY OF SANTA CLARA
Request Type:

Date Requested:

Fiber Request
Application
Work Order # mmddyy-name-fwmid

REQUESTOR'S INFORMATION
Lease Agreement Date :

REQUESTOR'S INFORMATION
Lessee Company Name: I Enter Custom er Name
::::=============================~ Requested By:

Contact Number:

Email:

Configuration Type:

Locations A - Z:
(Attachment Points)
Additional Services:

Notes/Instructions:

REQUEST INFORMATION
Point t o Point (P-t-P) or Ring Number of Fibers :

STOP HERE - EMAIL REQUEST TO RECEIVE SVP ESTIMATE - CONTACT INFO AT BOTTOM OF PAGE

SVP (CITY) FILLS OUT BELOW - ESTIMATE SECTION
Fiber Work Manager ID: Date of Estimate: I 5/17/20 231
Fiber Miles: oool Lease Security Deposit: I
Quarterly Lease Fee1: I Quarterly 3rd Party Fee2: Is
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Application Term: Non-Recurring Costs: I ____ .....;..so ..... 1 ~ Quote expires 90 calendar days from Date of Estimate.

Notes:

1. Subject t o annua l price inflati on adjustment

2. May be subject t o fut ure 3rd Party Fees
Cont act Info
Submit requests via email to: SVPfiber@siliconvall eypower .com 3 QJ
.....
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Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

SILICON
VALLEY
POWER .

CITY OF SANTA CLARA
Authorized Signature:

Print Name :

Title:

Email:

Fiber Miles :

Date Completed:

Work Verified by:

Notes:

Fiber Request
Application
Work Order# mmddyy-name-fwmid

LESSEE WORK AUTHORIZATION

SIGNATURE REQUIRED TO ACCEPT PRICE ESTIMATES AND WORK ABOVE Phone:

Date:

SVP (CITY) FILLS OUT BELOW - COMPLETION RESULTS
Lease Security Deposit:
3rd Party Fees
NRC Costs:

MILEAGE SUMMARY AS OF DATE COMPLETED
Point to Point (P-t-P) Summary: Ring Summary :

Existing Miles: Existing Miles:

Requested Miles: Requested Miles:

Total Miles: Total Miles:

Rate per Mile: Rate per Mile:

Estimated Annual Cost: Estimated Annual Cost:
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With regards to SVP leases between City and Lessee authorization, this Fiber Request Application shall follow the terms and conditions as set forth in the all-inclusive master lease agreement and Lessee shall be billed according to the costs indicated on the Application.

Contact Info
Submit requests via email to : [email protected] Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

DARK FIBER LEASE AGREEMENT

BETWEEN THE CIT Y OF SANTA CLARA, CALIFORNIA AND
*INSERT LESSEE’S NAME
EXHIBIT 2 - NOTICE OF COMPLETION/REJECTION

NOTICE OF COMPLETION

This Notice of Completion is issued pursuant to the Dark Fiber Lease Agreement dated ____________, 20__ (“Agreement”) by and between the City of Santa Clara and _____________ (“Lessee”) and in reference to Fiber Work Manager (FWM) ID # ________. This Notice of Completion is dated ____________, 20__ and hereby notifies Lessee that the items listed below of the Leased Infrastructure are complete and available for Acceptance Testing by Lessee.
__________________________________________________________________ __________________________________________________________________

If Lessee desires to perform Acceptance Testing, it must do so within fifteen (15) days.

Dated: _________________________
By:

Name:

Title: SVP Fiber Program Manager

NOTICE OF REJECTION

The items listed below of the Leased Infrastructure are found not in compliance with the Acceptance Testing and are not accepted by Lessee.

Briefly describe the condition which is the basis for Lessee’s claim that said portions of the Leased Infrastructure are not in compliance:
___________________________________________________________________ ___________________________________________________________________

Please submit Notice of Rejection to SVP Fiber Program Manager at [email protected] for c
orrection or repair.

Agreement with *Insert Lessee’s Name/
Rev. 06-30-2021

DARK FIBER LEASE AGREEMENT

BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA AND
*INSERT LESSEE’S NAME
EXHIBIT 3 - DARK FI BER RATES

Dark Fiber Rates – Lease Rates are defined in the table below with the following considerations:

• All fiber miles are leased by configuration type (Point to Point or Ring) • One rate is charged for all Leased Fiber miles within each configuration (Point to Point or Ring)
• Minimum charge is one (1) mile per requested configuration Quarterly Rates/Fiber Mile/Month – Effective July 1, 2024 Cumulative Miles Leased by Configuration
Point to Point
Rates Ring Rates

1.00 – 500.00 $244.00 $175.00
500.01+ $216.00 $145.00
Reserved Fiber Pricing/Fiber Mile/Month
Point to Point Configuration – Per Mile $66.00

Annual Adjustment: Rates are adjusted annually on July 1 st as outlined in the
Agreement. No additional notification is required for Annual Adjustment.

I
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-133 Agenda Date: 2/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Authorize the Use of City Electric Forces for Public Works at 385 Saratoga Avenue, 601 El Camino Real, 2390 Mission College Boulevard, 2228 Calle De Primavera, 2010 Wyatt Drive, 5450 Great America Parkway, 3901 Lick Mill Boulevard, 4500 Great America Parkway, Nelson Court, 1450 Agnew Road, 4751 Lick Mill Boulevard, 4299 Macedo Place, 2817 Mission College Boulevard, 537 Chapman Court, 3025 Raymond Drive, 3159 Mission College Boulevard, and 1957 Pruneridge Avenue, With an Estimated Cost of $564,666

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

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

Estimate Number: 40396
Location: 385 Saratoga Avenue
Type of Service: New Business (2005)
Description of Work: Remove service drop, 2-racks, and 7-100A service meters. Install ± 60' service drop, 2-racks, and 7-100a service meters.

Estimated Cost: $6,399
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40867
Location: 601 El Camino Real
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26-133 Agenda Date: 2/24/2026
Type of Service: New Business (2005)
Description of Work: Install new UG SVC to SCPD parking lot for car chargers.

Estimated Cost: $4,297
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40422
Location: 2390 Mission College Boulevard
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $8,657
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40647
Location: 2228 Calle De Primavera
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $7,934
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40666
Location: 2010 Wyatt Drive
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $4,604
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40667
Location: 5450 Great America Parkway
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $6,127
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40668
Location: 3901 Lick Mill Boulevard
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26-133 Agenda Date: 2/24/2026
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $6,228
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40669
Location: 4500 Great America Parkway
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $4,805
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40787
Location: Nelson Court
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $4,819
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40788
Location: 1450 Agnew Road
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $9,757
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40789
Location: 4751 Lick Mill Blvd
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $6,024
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
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26-133 Agenda Date: 2/24/2026
Estimate Number: 40790
Location: 4299 Macedo Place
Type of Service: New Business (2005)
Description of Work: Installation of underground cable and underground connectors to point of connection for small cell streetlight.

Estimated Cost: $5,213
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 38625
Location: 2817 Mission College Boulevard
Type of Service: Capacity (2006)
Description of Work: Installation of capacitor bank.

Estimated Cost: $53,499
Appropriation: Electric Utility Capital Fund (591) Project 2006 - Distribution Capital Maintenance and Betterments
Source of Revenue: Customer Service Charges
Estimate Number: 37912
Location: 537 Chapman Court
Type of Service: New Business (2005)
Description of Work: Replace overhead service drop from utility pole to a midspan service to customer weatherhead.

Estimated Cost: $2,703
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Estimate Number: 40713
Location: 3025 Raymond Drive
Type of Service: New Business (2005)
Description of Work: Remove underground primary cable to prepare for substation rebuild. Repull cable and install a new transformer once rebuild is complete.

Estimated Cost: $148,395
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer Service Charges
Estimate Number: 39884
Location: 3159 Mission College Boulevard
Type of Service: New Business (2005)
Description of Work: Install a new padmount transformer and cable to the nearest manhole.

Estimated Cost: $64,434
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
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26-133 Agenda Date: 2/24/2026
Estimate Number: 39237
Location: 1957 Pruneridge Avenue
Type of Service: New Business (2005)
Description of Work: Underground Electric Facilities and install underground secondary cables to 22 new homes and ADUs.

Estimated Cost: $220,771
Appropriation: Electric Utility Capital Fund (591) Project 2005 - New Business Estimate Work
Source of Revenue: Customer/Developer Contribution
Historically, City staff has performed small project work like this under the use of City Forces exception and justification above. The City prepares estimates based on current cost information and project scope. SVP is developing a process to periodically review completed work to inform future cost estimates.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the action being considered is exempt from the California Environmental Quality Act (“CEQA”) pursuant to section 15302 (Class 2 -Replacement or Reconstruction) Section 15303 (Class 3 - New Construction) of Title 14 of the California Code of Regulations as the proposed work involves the replacement of electric facilities and the installation of small electric facilities involving negligible expansion of capacity.

FISCAL IMPACT
The funds to support the staff time for work performed by Silicon Valley Power (SVP) and related construction materials for the work detailed in this report totaling $564,666 are included in the FY 2025/26 Adopted CIP Budget, as indicated by each project appropriation. Out of the total amount, $511,167 is in New Business Estimate Work (CIP 2005) and $53,499 is in Transmission and Distribution Capital Maintenance Betterments (CIP 2006) in the Electric Utility Capital Fund. All of the referenced work will be performed by City SVP staff. Some work associated with encroachment permits may be performed by the Department of Public Works (DPW). DPW costs are recovered through payment of permit fees.

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

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

RECOMMENDATION

1. Determine that the proposed action is exempt from CEQA pursuant to Section 15302 (Class 2 - Replacement or Reconstruction) and Section 15303 (Class 3 - New Construction) of Title 14 of the California Code of Regulations; and
City of Santa Clara Printed on 2/20/2026Page 5 of 6
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26-133 Agenda Date: 2/24/2026

2. Declare and determine in accordance with Section 1310 of the City Charter that the public works located at 385 Saratoga Avenue, 601 El Camino Real, 2390 Mission College Boulevard, 2228 Calle De Primavera, 2010 Wyatt Drive, 5450 Great America Parkway, 3901 Lick Mill Boulevard, 4500 Great America Parkway, Nelson Court, 1450 Agnew Road, 4751 Lick Mill Boulevard, 4299 Macedo Place, 2817 Mission College Boulevard, 537 Chapman Court, 3025 Raymond Drive, 3159 Mission College Boulevard, and 1957 Pruneridge Avenue, with an estimated cost of $564,666, are better performed by the City with its own employees based on the information set forth in this Report to Council and authorize the performance of these public works consistent with this authorization.

Reviewed by: Nico Procos, Director of Silicon Valley Power Approved by: Jovan D. Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-87 Agenda Date: 2/24/2026

REPORT TO COUNCIL

SUBJECT
Update on Sale Results of the First Series of Measure I General Obligation Bonds

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 identified priority projects within the Expenditure Plan to be funded by the first sale of bonds under Measure I (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) and total $96,634,500 in projected cost (Attachment 2).

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 expected to be paid from proceeds of the 2026 Bonds to ensure compliance with Measure I and the Expenditure Plan.

On June 24, 2025, the City authorized an ad valorem property 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 to be used to pay the estimated first debt service payment due in FY 2026/27. Due to the timing of property tax receipts, the levy was assessed in FY 2025/26 to generate funds required to pay debt service in FY 2026/27.

The City approved the 2026 Bonds Resolution (RTC 26-1719) on January 13, 2026, authorizing the issuance of the first series of Measure I General Obligation Bonds in a maximum principal amount not to exceed $100 million.

DISCUSSION
On February 10, 2026, the City held two competitive bond sales, one for each series, and successfully priced $97,125,000 principal amount of 2026 Bonds, to fund the Project List and cost of City of Santa Clara Printed on 2/20/2026Page 1 of 3
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26-87 Agenda Date: 2/24/2026
issuance. In accordance with standard competitive sale procedures, each series was awarded to the underwriter offering the lowest True Interest Cost (TIC), respectively. TIC is the real borrowing interest rate, taking premiums and the time value of money (future payments to be made over maturity periods) into the calculation.

Based on the City’s solid financial performance and economic outlook, the 2026 Bonds were rated “AAA” by S&P Global and “Aaa” by Moody’s, the highest credit ratings, respectively.

The 2026 Bonds are structured in two series of tax-exempt bonds, the Series A Bonds and the Series B Bonds. The Series B Bonds are qualified 501(c)(3) for federal and state of California tax purposes.

There was broad investor demand, with 12 investment banks providing bids on the Series A Bonds and 11 investment banks providing bids on the Series B Bonds. The broad demand for the 2026 Bonds ultimately resulted in lower than estimated interest rates and debt service cost.

The $71,645,000 of Series A Bonds have a 30-year final maturity in 2055 while the $25,480,000 of Series B Bonds have a shorter 2-year final maturity in 2027. The winning TICs were 3.81% for Series A Bonds and 1.75% for Series B Bonds, with the lower TIC on Series B reflecting the shorter borrowing term. The combined TIC for both series was 3.77%, compared to the preliminary estimated rate of 4.17%. This result will be approximately $7 million in net debt service savings below the original estimate.

Complete sale results can be viewed in Attachment 1.

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
The 2026 Bonds were sold at a premium over its principal amount. As shown in the chart below, bond proceeds totaled $102,505,620. This figure includes project funding of $96.6 million that aligns with the budget for the Project List, issuance costs ($0.5 million), and capitalized interest ($5.4 million, using the premium to pay down interest expense).

Use of Bond Proceeds Series 2026A Series 2026B Total
Project Funding 71,284,500 $25,350,000 $96,634,500
Cost of Issuance $360,500 $130,000 $490,500
Sub-Total Principal Amount $71,645,000 $25,480,000 $97,125,000 Capitalized Interest/Premium $4,702,379 $678,241 $5,380,620 Total Bond Proceeds 76,347,379 $26,158,241 102,505,620
The first net debt service payment will be $16,000,000 on August 1, 2026 with total FY 2026/27 debt service payments of $16,100,899, which will be incorporated into the FY 2026/27 budget currently under development.

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26-87 Agenda Date: 2/24/2026
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. Ad valorem property taxes received by the City to date from the County of Santa Clara total $9.2 million, with a second installment to be received in April 2026 to fully fund the FY 2026/27 debt service payments.

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

PUBLIC CONTACT
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.

RECOMMENDATION
Note and file Sale Results of the First Series of Measure I General Obligation Bonds.

Prepared by: Kenn Lee, Director of Finance
Approved by: Jovan Grogan, City Manager
Attachments

1. Post-Pricing Summary and Pricing Results

2. Project List
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Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC

TABLE OF CONTENTS
City Santa Clara Final Numbers
2026 GO Bond Financing
Report Page
2026 GO Bond Financing
Sources and Uses of Funds .. . . . . . . . . . . . . . . . . . . . . . . . . . ..1 Bond Summary Statistics .. . . . . . . . . . . . . . . . . . . . . . . . . . . ..2 Bond Maturity Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 Net Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 Net Debt Service Breakdown .. .
. . . . . . . . . . . . . . . . . . . . . . . ..6
Capitalized Interest Fund .. . . . . . . . . . . . . . . . . . . . . . . . . . . ..7 Bond Debt Service Breakdown .. . . . . . . . . . . . . . . . . . . . . . . . . ..9 Universal Bond Solution ..
. . . . . . . . . . . . . . . . . . . . . . . . . . ..1 0 Aggregate Debt Service .. . . . . . . . . . . . . . . . . . . . . . . . . . . ..1 1 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 Underwriter's Discount .. .
. . . . . . . . . . . . . . . . . . . . . . . . . . ..1 4 Cost of Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 Series 2026A
Net Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 Capitalized Interest Fund .. . . . . . . . . . . . . . . . . . . . . . . . . . . ..1 8 Formula Verification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 Series 2026B
Net Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 Capitalized Interest Fund .. . . . . . . . . . . . . . . . . . . . . . . . . . . ..2 2 Formula Verification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 1

SOURCES AND USES OF FUNDS
City Santa Clara Final Numbers
2026 GO Bond Financing
Dated Date 02/24/2026
Delivery Date 02/24/2026
Sources: Series 2026A Series 2026B Total
Bond Proceeds:

Par Amount 71,645,000.00 25,480,000.00 97,125,000.00
Net Premium/OID 4,702, 378.60 678,241.20 5,380,619.80
76,347,378.60 26,158,241.20 102,505,619.80
Uses: Series 2026A Series 2026B Total
Project Fund Deposits:

Project Fund 71,284,500. 00 25,350,000.00 96,634,500.00 Other Fund Deposits:

Capitalized Interest A 4,702,378.60 4,702,378.60
Capitalized Interest B 678,241.20 678,241.20
4,702,378.60 678,241.20 5,380,619.80
Delivery Date Expenses:

Cost of Issuance 314,315.93 111,784.07 426,100.00
Underwriter's Discount 44,301.33 17, 836.00 62,137.33
358,617.26 129,620.07 488,237.33
Other Uses of Funds:

Additional Proceeds 1,882.74 379.93 2,262.67
76,347,378.60 26,158,241.20 102,505,619.80
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Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 2

BOND SUMMARY STATISTICS
City Santa Clara Final Numbers
2026 GO Bond Financing
Series 2026A Series 2026B Aggregate
Dated Date 02/24/2026 02/24/2026 02/24/2026
Delivery Date 02/24/2026 02/24/2026 02/24/2026
First Coupon 08/01/2026 08/01/2026 08/01/2026
Last Maturity 08/01/2055 08/01/2027 08/01/2055
Arbitrage Yield 3.713675% 3.713675% 3.713675%
True Interest Cost (TIC) 3.813676% 1.749582% 3.766234%
Net Interest Cost (NIC) 3.966581% 1.792921% 3.930469%
All-In TIC 3.850043% 2.288990% 3.814060%
Average Coupon 4.348745% 5.000000% 4.359565%
Average Life (years) 17.013 0.808 12.762
Weighted Average Maturity (years) 16.551 0.816 12.536
Duration of Issue (years) 11.581 0.803 8.898
Par Amount 71,645,000.00 25,480,000.00 97,125,000.00
Bond Proceeds 76,347,378.60 26,158,241.20 102,505,619.80 Total Interest 53,005,555.60 1,029,605.56 54,035,161.16 Net Interest 48,347,478.33 369,200.36 48,716,678.69
Total Debt Service 124,650,555.60 26,509,605.56 151,160,161.16 Maximum Annual Debt Service 10,439,912.50 16,555,605.56 20,393,912.50 Average Annual Debt Service 4,234,613.57 18,459,299.81 5,135,194.68 Underwriter's Fees (per $1000)
Average Takedown
Other Fee 0.618345 0.700000 0.639767
Total Underwriter's Discount 0.618345 0.700000 0.639767 Bid Price 106.501608 102.591857 105.475915
Par Average Average PV of 1 bp
Bond Component Value Price Coupon Life change
Series A 69,245,000.00 107.861 4.52837564% 8.107 37,575.65 Term Bond 1 8,000,000.00 100.000 4.12500000% 20.463 11,280.00 Term Bond 2 12,310,000.00 100.000 4.25000000% 23.988 18,957.40 Term Bond 3 7,570,000.00 99.167 4.25000000% 28.947 12,490.50 97,125,000.00 12.762 80,303.55
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BOND SUMMARY STATISTICS
City Santa Clara Final Numbers
2026 GO Bond Financing
All-In Arbitrage
TIC TIC Yield
Par Value 97,125,000.00 97,125,000.00 97,125,000.00
+ Accrued Interest
+ Premium (Discount) 5,380,619.80 5,380,619.80 5,380,619.80 - Underwriter's Discount -62,137.33 -62,137.33
- Cost of Issuance Expense -426,100.00
- Other Amounts
Target Value 102,443,482.47 102,017,382.47 102,505,619.80 Target Date 02/24/2026 02/24/2026 02/24/2026
Yield 3.766234% 3.814060% 3.713675%
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BOND MATURITY TABLE
City Santa Clara Final Numbers
2026 GO Bond Financing
Maturity
Date Series 2026A Series 2026B Total
08/01/2026 16,000,000 16,000,000
08/01/2027 7,200,000 9,480,000 16,680,000
08/01/2028 1,150,000 1,150,000
08/01/2029 1,205,000 1,205,000
08/01/2030 1,265,000 1,265,000
08/01/2031 1,330,000 1,330,000
08/01/2032 1,395,000 1,395,000
08/01/2033 1,465,000 1,465,000
08/01/2034 1,540,000 1,540,000
08/01/2035 1,615,000 1,615,000
08/01/2036 1,695,000 1,695,000
08/01/2037 1,780,000 1,780,000
08/01/2038 1,870,000 1,870,000
08/01/2039 1,965,000 1,965,000
08/01/2040 2,060,000 2,060,000
08/01/2041 2,165,000 2,165,000
08/01/2042 2,275,000 2,275,000
08/01/2043 2,365,000 2,365,000
08/01/2044 2,460,000 2,460,000
08/01/2045 2,560,000 2,560,000
08/01/2046 2,665,000 2,665,000
08/01/2047 2,775,000 2,775,000
08/01/2048 2,890,000 2,890,000
08/01/2049 3,010,000 3,010,000
08/01/2050 3,140,000 3,140,000
08/01/2051 3,270,000 3,270,000
08/01/2052 3,410,000 3,410,000
08/01/2053 3,555,000 3,555,000
08/01/2054 3,705,000 3,705,000
08/01/2055 3,865,000 3,865,000
71,645,000 25,480,000 97,125,000
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 5

NET DEBT SERVICE
City Santa Clara Final Numbers
2026 GO Bond Financing
Period Total Capitalized Capitalized Net Annual
Ending Principal Interest Debt Service Interest A Interest B Debt Service Net D/S 08/01/2026 16,000,000 1,968,567.40 17,968,567.40 -1,412,961.84 -555,605.56 16,000,000.00 16,000,000.00 02/01/2027 1,856,956.25 1,856,956.25 -1,619,956.25 -136,101.37 100,898.63 08/01/2027 16,680,000 1,856,956.25 18,536,956.25 -1,619,956.25 16,917,000.00 17,017,898.63 02/01/2028 1,439,956.25 1,439,956.25 -225,846.93 1,214,109.32 08/01/2028 1,150,000 1,439,956.25 2,589,956.25 2,589,956.25 3,804,065.57 02/01/2029 1,411,206.25 1,411,206.25 1,411,206.25
08/01/2029 1,205,000 1,411,206.25 2,616,206.25 2,616,206.25 4,027,412.50 02/01/2030 1,381,081.25 1,381,081.25 1,381,081.25
08/01/2030 1,265,000 1,381,081.25 2,646,081.25 2,646,081.25 4,027,162.50 02/01/2031 1,349,456.25 1,349,456.25 1,349,456.25
08/01/2031 1,330,000 1,349,456.25 2,679,456.25 2,679,456.25 4,028,912.50 02/01/2032 1,316,206.25 1,316,206.25 1,316,206.25
08/01/2032 1,395,000 1,316,206.25 2,711,206.25 2,711,206.25 4,027,412.50 02/01/2033 1,281,331.25 1,281,331.25 1,281,331.25
08/01/2033 1,465,000 1,281,331.25 2,746,331.25 2,746,331.25 4,027,662.50 02/01/2034 1,244,706.25 1,244,706.25 1,244,706.25
08/01/2034 1,540,000 1,244,706.25 2,784,706.25 2,784,706.25 4,029,412.50 02/01/2035 1,206,206.25 1,206,206.25 1,206,206.25
08/01/2035 1,615,000 1,206,206.25 2,821,206.25 2,821,206.25 4,027,412.50 02/01/2036 1,165,831.25 1,165,831.25 1,165,831.25
08/01/2036 1,695,000 1,165,831.25 2,860,831.25 2,860,831.25 4,026,662.50 02/01/2037 1,123,456.25 1,123,456.25 1,123,456.25
08/01/2037 1,780,000 1,123,456.25 2,903,456.25 2,903,456.25 4,026,912.50 02/01/2038 1,078,956.25 1,078,956.25 1,078,956.25
08/01/2038 1,870,000 1,078,956.25 2,948,956.25 2,948,956.25 4,027,912.50 02/01/2039 1,032,206.25 1,032,206.25 1,032,206.25
08/01/2039 1,965,000 1,032,206.25 2,997,206.25 2,997,206.25 4,029,412.50 02/01/2040 983,081.25 983,081.25 983,081.25
08/01/2040 2,060,000 983,081.25 3,043,081.25 3,043,081.25 4,026,162.50 02/01/2041 931,581.25 931,581.25 931,581.25
08/01/2041 2,165,000 931,581.25 3,096,581.25 3,096,581.25 4,028,162.50 02/01/2042 877,456.25 877,456.25 877,456.25
08/01/2042 2,275,000 877,456.25 3,152,456.25 3,152,456.25 4,029,912.50 02/01/2043 831,956.25 831,956.25 831,956.25
08/01/2043 2,365,000 831,956.25 3,196,956.25 3,196,956.25 4,028,912.50 02/01/2044 784,656.25 784,656.25 784,656.25
08/01/2044 2,460,000 784,656.25 3,244,656.25 3,244,656.25 4,029,312.50 02/01/2045 735,456.25 735,456.25 735,456.25
08/01/2045 2,560,000 735,456.25 3,295,456.25 3,295,456.25 4,030,912.50 02/01/2046 682,656.25 682,656.25 682,656.25
08/01/2046 2,665,000 682,656.25 3,347,656.25 3,347,656.25 4,030,312.50 02/01/2047 627,690.63 627,690.63 627,690.63
08/01/2047 2,775,000 627,690.63 3,402,690.63 3,402,690.63 4,030,381.26 02/01/2048 570,456.25 570,456.25 570,456.25
08/01/2048 2,890,000 570,456.25 3,460,456.25 3,460,456.25 4,030,912.50 02/01/2049 509,043.75 509,043.75 509,043.75
08/01/2049 3,010,000 509,043.75 3,519,043.75 3,519,043.75 4,028,087.50 02/01/2050 445,081.25 445,081.25 445,081.25
08/01/2050 3,140,000 445,081.25 3,585,081.25 3,585,081.25 4,030,162.50 02/01/2051 378,356.25 378,356.25 378,356.25
08/01/2051 3,270,000 378,356.25 3,648,356.25 3,648,356.25 4,026,712.50 02/01/2052 308,868.75 308,868.75 308,868.75
08/01/2052 3,410,000 308,868.75 3,718,868.75 3,718,868.75 4,027,737.50 02/01/2053 236,406.25 236,406.25 236,406.25
08/01/2053 3,555,000 236,406.25 3,791,406.25 3,791,406.25 4,027,812.50 02/01/2054 160,862.50 160,862.50 160,862.50
08/01/2054 3,705,000 160,862.50 3,865,862.50 3,865,862.50 4,026,725.00 02/01/2055 82,131.25 82,131.25 82,131.25
08/01/2055 3,865,000 82,131.25 3,947,131.25 3,947,131.25 4,029,262.50 97,125,000 54,035,161.16 151,160,161.16 -4,878,721.27 -691,706.93 145,589,732.96 145,589,732.96 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 6

NET DEBT SERVICE BREAKDOWN
City Santa Clara Final Numbers
2026 GO Bond Financing
Period Annual
Ending Series 2026A Series 2026B Total Total
08/01/2026 16,000,000.00 16,000,000.00 16,000,000.00
02/01/2027 100,898.63 100,898.63
08/01/2027 7,200,000.00 9,717,000.00 16,917,000.00 17,017,898.63 02/01/2028 1,214,109.32 1,214,109.32
08/01/2028 2,589,956.25 2,589,956.25 3,804,065.57
02/01/2029 1,411,206.25 1,411,206.25
08/01/2029 2,616,206.25 2,616,206.25 4,027,412.50
02/01/2030 1,381,081.25 1,381,081.25
08/01/2030 2,646,081.25 2,646,081.25 4,027,162.50
02/01/2031 1,349,456.25 1,349,456.25
08/01/2031 2,679,456.25 2,679,456.25 4,028,912.50
02/01/2032 1,316,206.25 1,316,206.25
08/01/2032 2,711,206.25 2,711,206.25 4,027,412.50
02/01/2033 1,281,331.25 1,281,331.25
08/01/2033 2,746,331.25 2,746,331.25 4,027,662.50
02/01/2034 1,244,706.25 1,244,706.25
08/01/2034 2,784,706.25 2,784,706.25 4,029,412.50
02/01/2035 1,206,206.25 1,206,206.25
08/01/2035 2,821,206.25 2,821,206.25 4,027,412.50
02/01/2036 1,165,831.25 1,165,831.25
08/01/2036 2,860,831.25 2,860,831.25 4,026,662.50
02/01/2037 1,123,456.25 1,123,456.25
08/01/2037 2,903,456.25 2,903,456.25 4,026,912.50
02/01/2038 1,078,956.25 1,078,956.25
08/01/2038 2,948,956.25 2,948,956.25 4,027,912.50
02/01/2039 1,032,206.25 1,032,206.25
08/01/2039 2,997,206.25 2,997,206.25 4,029,412.50
02/01/2040 983,081.25 983,081.25
08/01/2040 3,043,081.25 3,043,081.25 4,026,162.50
02/01/2041 931,581.25 931,581.25
08/01/2041 3,096,581.25 3,096,581.25 4,028,162.50
02/01/2042 877,456.25 877,456.25
08/01/2042 3,152,456.25 3,152,456.25 4,029,912.50
02/01/2043 831,956.25 831,956.25
08/01/2043 3,196,956.25 3,196,956.25 4,028,912.50
02/01/2044 784,656.25 784,656.25
08/01/2044 3,244,656.25 3,244,656.25 4,029,312.50
02/01/2045 735,456.25 735,456.25
08/01/2045 3,295,456.25 3,295,456.25 4,030,912.50
02/01/2046 682,656.25 682,656.25
08/01/2046 3,347,656.25 3,347,656.25 4,030,312.50
02/01/2047 627,690.63 627,690.63
08/01/2047 3,402,690.63 3,402,690.63 4,030,381.26
02/01/2048 570,456.25 570,456.25
08/01/2048 3,460,456.25 3,460,456.25 4,030,912.50
02/01/2049 509,043.75 509,043.75
08/01/2049 3,519,043.75 3,519,043.75 4,028,087.50
02/01/2050 445,081.25 445,081.25
08/01/2050 3,585,081.25 3,585,081.25 4,030,162.50
02/01/2051 378,356.25 378,356.25
08/01/2051 3,648,356.25 3,648,356.25 4,026,712.50
02/01/2052 308,868.75 308,868.75
08/01/2052 3,718,868.75 3,718,868.75 4,027,737.50
02/01/2053 236,406.25 236,406.25
08/01/2053 3,791,406.25 3,791,406.25 4,027,812.50
02/01/2054 160,862.50 160,862.50
08/01/2054 3,865,862.50 3,865,862.50 4,026,725.00
02/01/2055 82,131.25 82,131.25
08/01/2055 3,947,131.25 3,947,131.25 4,029,262.50
119,771,834.33 25,817,898.63 145,589,732.96 145,589,732.96 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 7

CAPITALIZED INTEREST FUND
City Santa Clara Final Numbers
2026 GO Bond Financing
Capitalized Interest A (CAPIA)
Interest Scheduled
Date Deposit @ 3.7136748% Principal Draws Balance
02/24/2026 4,702,378. 60 4,702,378.60
08/01/2026 76,158.54 1,336,803. 30 1,412,961.84 3,365,575.30 02/01/2027 62,493.26 1,557,462. 99 1,619,956.25 1,808,112.31 08/01/2027 33,573.71 1,586,382.54 1,619,956.25 221,729.77 02/01/2028 4,117.16 221,729.77 225,846.93
4,702,378.60 176,342.67 4,702,378.60 4,878,721.27
Yield To Receipt Date: 3.7155943%
Arbitrage Yield: 3.7136748%
Value of Positive Arbitrage: 88.30
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 8

CAPITALIZED INTEREST FUND
City Santa Clara Final Numbers
2026 GO Bond Financing
Capitalized Interest B (CAPIB)
Interest Scheduled
Date Deposit @ 3.7136748% Principal Draws Balance
02/24/2026 678,241.20 678,241.20
08/01/2026 10,984.62 544,620.94 555,605.56 133,620.26
02/01/2027 2,481.11 133,620.26 136,101.37
678,241.20 13,465.73 678,241.20 691,706.93
Yield To Receipt Date: 3.7172614%
Arbitrage Yield: 3.7136748%
Value of Positive Arbitrage: 12.73
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 9

BOND DEBT SERVICE BREAKDOWN
City Santa Clara Final Numbers
2026 GO Bond Financing
Period
Ending Series 2026A Series 2026B Total
08/01/2026 1,412,961.84 16, 555,605.56 17,968,567.40
08/01/2027 10,439,912.50 9, 954,000.00 20,393,912.50
08/01/2028 4,029,912.50 4,029,912.50
08/01/2029 4,027,412.50 4,027,412.50
08/01/2030 4,027,162.50 4,027,162.50
08/01/2031 4,028,912.50 4,028,912.50
08/01/2032 4,027,412.50 4,027,412.50
08/01/2033 4,027,662.50 4,027,662.50
08/01/2034 4,029,412.50 4,029,412.50
08/01/2035 4,027,412.50 4,027,412.50
08/01/2036 4,026,662.50 4,026,662.50
08/01/2037 4,026,912.50 4,026,912.50
08/01/2038 4,027,912.50 4,027,912.50
08/01/2039 4,029,412.50 4,029,412.50
08/01/2040 4,026,162.50 4,026,162.50
08/01/2041 4,028,162.50 4,028,162.50
08/01/2042 4,029,912.50 4,029,912.50
08/01/2043 4,028,912.50 4,028,912.50
08/01/2044 4,029,312.50 4,029,312.50
08/01/2045 4,030,912.50 4,030,912.50
08/01/2046 4,030,312.50 4,030,312.50
08/01/2047 4,030,381.26 4,030,381.26
08/01/2048 4,030,912.50 4,030,912.50
08/01/2049 4,028,087.50 4,028,087.50
08/01/2050 4,030,162.50 4,030,162.50
08/01/2051 4,026,712.50 4,026,712.50
08/01/2052 4,027,737.50 4,027,737.50
08/01/2053 4,027,812.50 4,027,812.50
08/01/2054 4,026,725.00 4,026,725.00
08/01/2055 4,029,262.50 4,029,262.50
124,650,555.60 26,509,605.56 151,160,161.16
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 10

UNIVERSAL BOND SOLUTION
City Santa Clara Final Numbers
2026 GO Bond Financing
Universal Bond Solution Component
Period Proposed Proposed Total Adj Revenue Unused Debt Service Ending Principal Debt Service Debt Se rvice Constraints Revenues Coverage 08/01/2026 16,000,000 17,968,567 17,968,567 16,525,000 -1,443,567 91.97% 08/01/2027 16,680,000 20,393,913 20,393,913 19,906,250 -487,663 97.61% 08/01/2028 1,150,000 4,029,913 4,029,913 7,209,000 3,179,088 178.89% 08/01/2029 1,205,000 4,027,413 4,027,413 7,159,000 3,131,588 177.76% 08/01/2030 1,265,000 4,027,163 4,027,163 7,919,000 3,891,838 196.64% 08/01/2031 1,330,000 4,028,913 4,028,913 8,233,500 4,204,588 204.36% 08/01/2032 1,395,000 4,027,413 4,027,413 8,562,750 4,535,338 212.61% 08/01/2033 1,465,000 4,027,663 4,027,663 8,565,000 4,537,338 212.65% 08/01/2034 1,540,000 4,029,413 4,029,413 8,565,500 4,536,088 212.57% 08/01/2035 1,615,000 4,027,413 4,027,413 8,564,000 4,536,588 212.64% 08/01/2036 1,695,000 4,026,663 4,026,663 8,560,250 4,533,588 212.59% 08/01/2037 1,780,000 4,026,913 4,026,913 8,564,000 4,537,088 212.67% 08/01/2038 1,870,000 4,027,913 4,027,913 8,564,500 4,536,588 212.63% 08/01/2039 1,965,000 4,029,413 4,029,413 8,561,500 4,532,088 212.48% 08/01/2040 2,060,000 4,026,163 4,026,163 8,559,750 4,533,588 212.60% 08/01/2041 2,165,000 4,028,163 4,028,163 8,563,750 4,535,588 212.60% 08/01/2042 2,275,000 4,029,913 4,029,913 8,562,750 4,532,838 212.48% 08/01/2043 2,365,000 4,028,913 4,028,913 8,561,500 4,532,588 212.50% 08/01/2044 2,460,000 4,029,313 4,029,313 8,559,500 4,530,188 212.43% 08/01/2045 2,560,000 4,030,913 4,030,913 8,561,250 4,530,338 212.39% 08/01/2046 2,665,000 4,030,313 4,030,313 8,566,000 4,535,688 212.54% 08/01/2047 2,775,000 4,030,381 4,030,381 8,563,000 4,532,619 212.46% 08/01/2048 2,890,000 4,030,913 4,030,913 8,562,000 4,531,088 212.41% 08/01/2049 3,010,000 4,028,088 4,028,088 8,562,250 4,534,163 212.56% 08/01/2050 3,140,000 4,030,163 4,030,163 8,563,000 4,532,838 212.47% 08/01/2051 3,270,000 4,026,713 4,026,713 8,563,500 4,536,788 212.67% 08/01/2052 3,410,000 4,027,738 4,027,738 8,563,000 4,535,263 212.60% 08/01/2053 3,555,000 4,027,813 4,027,813 8,560,750 4,532,938 212.54% 08/01/2054 3,705,000 4,026,725 4,026,725 8,561,000 4,534,275 212.60% 08/01/2055 3,865,000 4,029,263 4,029,263 8,562,750 4,533,488 212.51% 97,125,000 151,160,161 151,160,161 272,455,000 121,294,839 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 11

AGGREGATE DEBT SERVICE
City Santa Clara Final Numbers
2026 GO Bond Financing
Period Aggregate
Ending Series 2026A Series 2026B Debt Service
08/01/2026 1,412,961.84 16, 555,605.56 17,968,567.40
08/01/2027 10,439,912.50 9, 954,000.00 20,393,912.50
08/01/2028 4,029,912. 50 4,029,912.50
08/01/2029 4,027,412. 50 4,027,412.50
08/01/2030 4,027,162. 50 4,027,162.50
08/01/2031 4,028,912. 50 4,028,912.50
08/01/2032 4,027,412. 50 4,027,412.50
08/01/2033 4,027,662. 50 4,027,662.50
08/01/2034 4,029,412. 50 4,029,412.50
08/01/2035 4,027,412. 50 4,027,412.50
08/01/2036 4,026,662. 50 4,026,662.50
08/01/2037 4,026,912. 50 4,026,912.50
08/01/2038 4,027,912. 50 4,027,912.50
08/01/2039 4,029,412. 50 4,029,412.50
08/01/2040 4,026,162. 50 4,026,162.50
08/01/2041 4,028,162. 50 4,028,162.50
08/01/2042 4,029,912. 50 4,029,912.50
08/01/2043 4,028,912. 50 4,028,912.50
08/01/2044 4,029,312. 50 4,029,312.50
08/01/2045 4,030,912. 50 4,030,912.50
08/01/2046 4,030,312. 50 4,030,312.50
08/01/2047 4,030,381. 26 4,030,381.26
08/01/2048 4,030,912. 50 4,030,912.50
08/01/2049 4,028,087. 50 4,028,087.50
08/01/2050 4,030,162. 50 4,030,162.50
08/01/2051 4,026,712. 50 4,026,712.50
08/01/2052 4,027,737. 50 4,027,737.50
08/01/2053 4,027,812. 50 4,027,812.50
08/01/2054 4,026,725. 00 4,026,725.00
08/01/2055 4,029,262. 50 4,029,262.50
124,650,555.60 26,509,605.56 151,160,161.16
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 12

BOND PRICING
City Santa Clara Final Numbers
2026 GO Bond Financing
Maturity Yield to Call Call Premium
Bond Component Date Amount Rate Yield Price Maturity Date Price (-Discount) Series 2026A, Series A:
08/01/2027 7,200,000 5.000% 1.710% 104.646 334,512.00
08/01/2028 1,150,000 5.000% 1.700% 107.841 90,171.50
08/01/2029 1,205,000 5.000% 1.710% 110.932 131,730.60
08/01/2030 1,265,000 5.000% 1.740% 113.858 175,303.70
08/01/2031 1,330,000 5.000% 1.790% 116.556 220,194.80
08/01/2032 1,395,000 5.000% 1.890% 118.762 261,729.90
08/01/2033 1,465,000 5.000% 1.940% 121.093 309,012.45
08/01/2034 1,540,000 5.000% 2.030% 122.919 352,952.60
08/01/2035 1,615,000 5.000% 2.150% 124.221 391,169.15
08/01/2036 1,695,000 5.000% 2.250% 123.260 C 2.459% 08/01/2035 100.000 394,257.00 08/01/2037 1,780,000 5.000% 2.380% 122.024 C 2.743% 08/01/2035 100.000 392,027.20 08/01/2038 1,870,000 5.000% 2.510% 120.803 C 2.985% 08/01/2035 100.000 389,016.10 08/01/2039 1,965,000 5.000% 2.680% 119.228 C 3.225% 08/01/2035 100.000 377,830.20 08/01/2040 2,060,000 5.000% 2.800% 118.130 C 3.400% 08/01/2035 100.000 373,478.00 08/01/2041 2,165,000 5.000% 2.940% 116.865 C 3.569% 08/01/2035 100.000 365,127.25 08/01/2042 2,275,000 4.000% 3.430% 104.560 C 3.629% 08/01/2035 100.000 103,740.00 08/01/2043 2,365,000 4.000% 3.580% 103.336 C 3.738% 08/01/2035 100.000 78,896.40 08/01/2044 2,460,000 4.000% 3.730% 102.129 C 3.838% 08/01/2035 100.000 52,373.40 08/01/2052 3,410,000 4.250% 4.270% 99.682 -10,843.80
08/01/2053 3,555,000 4.250% 4.280% 99.515 -17,241.75
43,765,000
4,765,436.70
Series 2026A, Term Bond 1:
08/01/2045 2,560,000 4.125% 4.125% 100.000
08/01/2046 2,665,000 4.125% 4.125% 100.000
08/01/2047 2,775,000 4.125% 4.125% 100.000
8,000,000
Series 2026A, Term Bond 2:
08/01/2048 2,890,000 4.250% 4.250% 100.000
08/01/2049 3,010,000 4.250% 4.250% 100.000
08/01/2050 3,140,000 4.250% 4.250% 100.000
08/01/2051 3,270,000 4.250% 4.250% 100.000
12,310,000
Series 2026A, Term Bond 3:
08/01/2054 3,705,000 4.250% 4.300% 99.167 -30,862.65
08/01/2055 3,865,000 4.250% 4.300% 99.167 -32,195.45
7,570,000 -63,058.10
Series 2026B, Series B:
08/01/2026 16,000,000 5.000% 1.660% 101.443 230,880.00
08/01/2027 9,480,000 5.000% 1.660% 104.719 447,361.20
08/01/2028 5.000% 1.630% 108.015
08/01/2029 5.000% 1.660% 111.109
08/01/2030 5.000% 1.710% 113.996
08/01/2031 5.000% 1.780% 116.612
08/01/2032 5.000% 1.870% 118.895
08/01/2033 5.000% 1.930% 121.170
08/01/2034 5.000% 2.040% 122.832
08/01/2035 5.000% 2.180% 123.932
08/01/2036 5.000% 2.340% 122.403 C 2.542% 08/01/2035 100.000 08/01/2037 5.000% 2.470% 121.177 C 2.820% 08/01/2035 100.000 08/01/2038 5.000% 2.610% 119.873 C 3.066% 08/01/2035 100.000 08/01/2039 5.000% 2.820% 117.949 C 3.332% 08/01/2035 100.000 08/01/2040 5.000% 3.060% 115.794 C 3.588% 08/01/2035 100.000 08/01/2041 5.000% 3.260% 114.033 C 3.791% 08/01/2035 100.000 08/01/2042 5.000% 3.430% 112.562 C 3.953% 08/01/2035 100.000 08/01/2043 5.000% 3.580% 111.283 C 4.089% 08/01/2035 100.000 08/01/2044 5.000% 3.760% 109.771 C 4.231% 08/01/2035 100.000 08/01/2045 5.000% 3.880% 108.776 C 4.327% 08/01/2035 100.000 25,480,000
678,241.20
97,125,000 5,380,619.80
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 13

BOND PRICING
City Santa Clara Final Numbers
2026 GO Bond Financing
Dated Date 02/24/2026
Delivery Date 02/24/2026
First Coupon 08/01/2026
Par Amount 97,125,000.00
Premium 5,380,619.80
Production 102,505,619.80 105.539892%
Underwriter's Discount -62,137.33 -0.063977%
Purchase Price 102,443,482.47 105.475915%
Accrued Interest
Net Proceeds 102,443,482.47
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 14

UNDERWRITER'S DISCOUNT
City Santa Clara Final Numbers
2026 GO Bond Financing
Underwriter's Discount $/1000 Amount
Underwriter's Discount A Takedown 0.45613 44,301.33
Underwriter's Discount B 0.18364 17,836.00

0.63977 62,137.33
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 15

COST OF ISSUANCE
City Santa Clara Final Numbers
2026 GO Bond Financing
Series 2026A Series 2026B Total
COI A 314,315.93 111,784.07 426,100.00
314,315.93 111,784.07 426,100.00
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 16

NET DEBT SERVICE
City Santa Clara Final Numbers
Series 2026A
Period Total Capitalized Net
Ending Principal Interest Debt Service Interest A Debt Service 08/01/2026 1,412,961.84 1,412,961.84 -1,412,961.84
08/01/2027 7,200,000 3, 239,912.50 10,439,912.50 -3,239,912.50 7,200,000.00 08/01/2028 1,150,000 2, 879,912.50 4,029,912.50 -225,846.93 3,804,065.57 08/01/2029 1,205,000 2,822,412. 50 4,027,412.50 4,027,412.50 08/01/2030 1,265,000 2,762,162. 50 4,027,162.50 4,027,162.50 08/01/2031 1,330,000 2,698,912. 50 4,028,912.50 4,028,912.50 08/01/2032 1,395,000 2,632,412. 50 4,027,412.50 4,027,412.50 08/01/2033 1,465,000 2,562,662. 50 4,027,662.50 4,027,662.50 08/01/2034 1,540,000 2,489,412. 50 4,029,412.50 4,029,412.50 08/01/2035 1,615,000 2,412,412. 50 4,027,412.50 4,027,412.50 08/01/2036 1,695,000 2,331,662. 50 4,026,662.50 4,026,662.50 08/01/2037 1,780,000 2,246,912. 50 4,026,912.50 4,026,912.50 08/01/2038 1,870,000 2,157,912. 50 4,027,912.50 4,027,912.50 08/01/2039 1,965,000 2,064,412. 50 4,029,412.50 4,029,412.50 08/01/2040 2,060,000 1,966,162. 50 4,026,162.50 4,026,162.50 08/01/2041 2,165,000 1,863,162. 50 4,028,162.50 4,028,162.50 08/01/2042 2,275,000 1,754,912. 50 4,029,912.50 4,029,912.50 08/01/2043 2,365,000 1,663,912. 50 4,028,912.50 4,028,912.50 08/01/2044 2,460,000 1,569,312. 50 4,029,312.50 4,029,312.50 08/01/2045 2,560,000 1,470,912. 50 4,030,912.50 4,030,912.50 08/01/2046 2,665,000 1,365,312. 50 4,030,312.50 4,030,312.50 08/01/2047 2,775,000 1,255,381. 26 4,030,381.26 4,030,381.26 08/01/2048 2,890,000 1,140,912. 50 4,030,912.50 4,030,912.50 08/01/2049 3,010,000 1,018,087. 50 4,028,087.50 4,028,087.50 08/01/2050 3,140,000 890,162.50 4,030,162.50 4,030,162.50 08/01/2051 3,270,000 756,712.50 4,026,712.50 4,026,712.50 08/01/2052 3,410,000 617,737.50 4,027,737.50 4,027,737.50 08/01/2053 3,555,000 472,812.50 4,027,812.50 4,027,812.50 08/01/2054 3,705,000 321,725.00 4,026,725.00 4,026,725.00 08/01/2055 3,865,000 164,262.50 4,029,262.50 4,029,262.50 71,645,000 53,005,555.60 124,650,555.60 -4,878,721.27 119,771,834.33 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 17

NET DEBT SERVICE
City Santa Clara Final Numbers
Series 2026A
Period Total Capitalized Net Annual
Ending Principal Interest Debt Service Interest A Debt Service Net D/S 08/01/2026 1,412,961.84 1,412,961.84 -1,412,961.84
02/01/2027 1,619,956.25 1,619,956.25 -1,619,956.25
08/01/2027 7,200,000 1,619,956.25 8,819,956.25 -1,619,956.25 7,200,000.00 7,200,000.00 02/01/2028 1,439,956.25 1,439,956.25 -225,846.93 1,214,109.32 08/01/2028 1,150,000 1,439,956.25 2,589,956.25 2,589,956.25 3,804,065.57 02/01/2029 1,411,206.25 1,411,206.25 1,411,206.25
08/01/2029 1,205,000 1,411,206.25 2,616,206.25 2,616,206.25 4,027,412.50 02/01/2030 1,381,081.25 1,381,081.25 1,381,081.25
08/01/2030 1,265,000 1,381,081.25 2,646,081.25 2,646,081.25 4,027,162.50 02/01/2031 1,349,456.25 1,349,456.25 1,349,456.25
08/01/2031 1,330,000 1,349,456.25 2,679,456.25 2,679,456.25 4,028,912.50 02/01/2032 1,316,206.25 1,316,206.25 1,316,206.25
08/01/2032 1,395,000 1,316,206.25 2,711,206.25 2,711,206.25 4,027,412.50 02/01/2033 1,281,331.25 1,281,331.25 1,281,331.25
08/01/2033 1,465,000 1,281,331.25 2,746,331.25 2,746,331.25 4,027,662.50 02/01/2034 1,244,706.25 1,244,706.25 1,244,706.25
08/01/2034 1,540,000 1,244,706.25 2,784,706.25 2,784,706.25 4,029,412.50 02/01/2035 1,206,206.25 1,206,206.25 1,206,206.25
08/01/2035 1,615,000 1,206,206.25 2,821,206.25 2,821,206.25 4,027,412.50 02/01/2036 1,165,831.25 1,165,831.25 1,165,831.25
08/01/2036 1,695,000 1,165,831.25 2,860,831.25 2,860,831.25 4,026,662.50 02/01/2037 1,123,456.25 1,123,456.25 1,123,456.25
08/01/2037 1,780,000 1,123,456.25 2,903,456.25 2,903,456.25 4,026,912.50 02/01/2038 1,078,956.25 1,078,956.25 1,078,956.25
08/01/2038 1,870,000 1,078,956.25 2,948,956.25 2,948,956.25 4,027,912.50 02/01/2039 1,032,206.25 1,032,206.25 1,032,206.25
08/01/2039 1,965,000 1,032,206.25 2,997,206.25 2,997,206.25 4,029,412.50 02/01/2040 983,081.25 983,081.25 983,081.25
08/01/2040 2,060,000 983,081.25 3,043,081.25 3,043,081.25 4,026,162.50 02/01/2041 931,581.25 931,581.25 931,581.25
08/01/2041 2,165,000 931,581.25 3,096,581.25 3,096,581.25 4,028,162.50 02/01/2042 877,456.25 877,456.25 877,456.25
08/01/2042 2,275,000 877,456.25 3,152,456.25 3,152,456.25 4,029,912.50 02/01/2043 831,956.25 831,956.25 831,956.25
08/01/2043 2,365,000 831,956.25 3,196,956.25 3,196,956.25 4,028,912.50 02/01/2044 784,656.25 784,656.25 784,656.25
08/01/2044 2,460,000 784,656.25 3,244,656.25 3,244,656.25 4,029,312.50 02/01/2045 735,456.25 735,456.25 735,456.25
08/01/2045 2,560,000 735,456.25 3,295,456.25 3,295,456.25 4,030,912.50 02/01/2046 682,656.25 682,656.25 682,656.25
08/01/2046 2,665,000 682,656.25 3,347,656.25 3,347,656.25 4,030,312.50 02/01/2047 627,690.63 627,690.63 627,690.63
08/01/2047 2,775,000 627,690.63 3,402,690.63 3,402,690.63 4,030,381.26 02/01/2048 570,456.25 570,456.25 570,456.25
08/01/2048 2,890,000 570,456.25 3,460,456.25 3,460,456.25 4,030,912.50 02/01/2049 509,043.75 509,043.75 509,043.75
08/01/2049 3,010,000 509,043.75 3,519,043.75 3,519,043.75 4,028,087.50 02/01/2050 445,081.25 445,081.25 445,081.25
08/01/2050 3,140,000 445,081.25 3,585,081.25 3,585,081.25 4,030,162.50 02/01/2051 378,356.25 378,356.25 378,356.25
08/01/2051 3,270,000 378,356.25 3,648,356.25 3,648,356.25 4,026,712.50 02/01/2052 308,868.75 308,868.75 308,868.75
08/01/2052 3,410,000 308,868.75 3,718,868.75 3,718,868.75 4,027,737.50 02/01/2053 236,406.25 236,406.25 236,406.25
08/01/2053 3,555,000 236,406.25 3,791,406.25 3,791,406.25 4,027,812.50 02/01/2054 160,862.50 160,862.50 160,862.50
08/01/2054 3,705,000 160,862.50 3,865,862.50 3,865,862.50 4,026,725.00 02/01/2055 82,131.25 82,131.25 82,131.25
08/01/2055 3,865,000 82,131.25 3,947,131.25 3,947,131.25 4,029,262.50 71,645,000 53,005,555.60 124,650,555.60 -4,878,721.27 119,771,834.33 119,771,834.33 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 18

CAPITALIZED INTEREST FUND
City Santa Clara Final Numbers
Series 2026A
Capitalized Interest A (CAPIA)
Interest Scheduled
Date Deposit @ 3.7136748% Principal Draws Balance
08/01/2026 4,702,378.60 76,158.54 1,336,803.30 1, 412,961.84 3,365,575.30 02/01/2027 62,493.26 1,557,462. 99 1,619,956.25 1,808,112.31 08/01/2027 33,573.71 1,586,382.54 1,619,956.25 221,729.77 02/01/2028 4,117.16 221,729.77 225,846.93
4,702,378.60 176,342.67 4,702,378.60 4,878,721.27
Yield To Receipt Date: 3.7155943%
Arbitrage Yield: 3.7136748%
Value of Positive Arbitrage: 88.30
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 19

FORMULA VERIFICATION
City Santa Clara Final Numbers
Series 2026A
Series 2026A
Component Formula Vector
CAPIA Bond Interest starti ng 2/1/2026 through 8/1/2027 V1 CAPIA 2/1/2028 Premium V2
CAPIA 2/1/2028 - total Draws of CAPIA through 1/31/2028 V3 CAPIA 2/1/2028 + total Earnings of CAPIA V4
CAPIA Capitalized Interest A V5
Date V1 V2 V3 V4 V5
08/01/2026 1,412,961. 84 1,412,961.84
02/01/2027 1,619,956. 25 1,619,956.25
08/01/2027 1,619,956. 25 1,619,956.25
02/01/2028 4,702,378.60 -4,652,874.34 176,342.67 225,846.93 4,652,874.34 4,702,378.60 -4,652,874.34 176,342.67 4,878,721.27 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 20

NET DEBT SERVICE
City Santa Clara Final Numbers
Series 2026B
Period Total Capitalized Net
Ending Principal Interest Debt Service Interest B Debt Service 08/01/2026 16,000,000 555, 605.56 16,555,605.56 -555,605.56 16,000,000.00 08/01/2027 9,480,000 474, 000.00 9,954,000.00 -136,101.37 9,817,898.63 25,480,000 1,029,605.56 26,509,605.56 -691,706.93 25,817,898.63 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 21

NET DEBT SERVICE
City Santa Clara Final Numbers
Series 2026B
Period Total Capitalized Net Annual
Ending Principal Interest Debt Service Interest B Debt Service Net D/S 08/01/2026 16,000,000 555, 605.56 16,555,605.56 -555,605.56 16,000,000.00 16,000,000.00 02/01/2027 237,000.00 237,000.00 -136,101.37 100,898.63 08/01/2027 9,480,000 237, 000.00 9,717,000.00 9,717,000.00 9,817,898.63 25,480,000 1,029,605.56 26,509,605.56 -691,706.93 25,817,898.63 25,817,898.63 pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 22

CAPITALIZED INTEREST FUND
City Santa Clara Final Numbers
Series 2026B
Capitalized Interest B (CAPIB)
Interest Scheduled
Date Deposit @ 3.7136748% Principal Draws Balance
08/01/2026 678,241.20 10,984.62 544,620.94 555,605.56 133,620.26 02/01/2027 2,481.11 133,620.26 136,101.37
678,241.20 13,465.73 678,241.20 691,706.93
Yield To Receipt Date: 3.7172614%
Arbitrage Yield: 3.7136748%
Value of Positive Arbitrage: 12.73
pfm
Feb 10, 2026 11:34 am Prepared by PFM Financial Advisors LLC Page 23

FORMULA VERIFICATION
City Santa Clara Final Numbers
Series 2026B
Series 2026B (501c3)
Component Formula Vector
CAPIB Bond Interest starti ng 8/1/2025 through 8/1/2026 V1 CAPIB 2/1/2027 Premium V2
CAPIB 2/1/2027 - total Draws of CAPIB through 1/31/2027 V3 CAPIB 2/1/2027 + total Earnings of CAPIB V4
CAPIB Capitalized Interest B V5
Date V1 V2 V3 V4 V5
08/01/2026 555,605.56 555,605.56
02/01/2027 678,241.20 -555,605.56 13,465.73 136,101.37
555,605.56 678,241.20 -555,605.56 13,465.73 691,706.93
pfm
Project Areas Total Project Description
Streets and Transportation
Street Resurfacing and Rehabilitation $16,000,000 Projects under this category will implement previously unfunded pavement rehabilitation work on arterial and
collector streets based upon pavement condition surveys and analysis through the City’s Pavement Management
System. The pavement projects include placing surface
seals, resurfacing, reconstruction and other
miscellaneous related work.

ADA Improvements $5,000,000 This project will implement portions of the City’s Americans with Disabilities Act (ADA) Self Evaluation and Transition Plan. The primary focus will be mitigating
deficiencies shown in the report related to curb ramps, sidewalk, and traffic signal push buttons to help mitigate barriers for accessibility in the public right-of-way.

Creek Trail Rehabilitation $2,500,000 This project will implement pavement preventative maintenance and rehabilitation for portions of the San
Tomas Aquino Creek Trail. The work includes surface
seals, resurfacing, reconstruction and other
miscellaneous related work.

Bicycle Wayfinding $300,000 This project will implement new bicycle wayfinding in portions of the City based on recommendations from the
City's Bicycle and Pedestrian Advisory Committee
(BPAC).

Sub-total $23,800,000
Contingency/Escalation/Administration (15%) $3,570,000
Total $27,370,000

Project Areas Total Project Description
Fire Stations and Emergency Response
Fire Stations 5 Replacement $4,000,000 Following the completion of an assessment of the existing facility, based upon the results, this project is ready to advance to the design phase. Upon completion
of the design, the project will transition to construction development.

Fire Training Tower Renovation $783,000 This funding expands the project scope to supplement existing Capital Improvement Program resources. The
project will complete the renovation of the Fire Training Tower.

Fire Station Security Upgrade $1,900,000 Funds will be used to install new perimeter fencing and gates at Fire Stations 1, 3, 4, and 8. These security
upgrades will safeguard facilities, equipment, and
personnel.

Fire Station 7 Replacement $4,000,000 This study will provide a comprehensive evaluation of Fire Station 7, including its current condition, facility needs, and future use requirements. Upon
determination of future path forward, design phase and
fieldwork study will be implemented.

Sub-total $10,683,000
Contingency/Escalation/Administration (15%) $1,602,450
Total $12,285,450

Project Areas Total Project Description
Police Facilities
Real Time Intelligence Center (RTIC)
Feasibility
$150,000 This study will evaluate the feasibility of expanding the existing Police Headquarters to include a Real Time
Intelligence Center (RTIC). The RTIC would integrate
emerging technologies, including drone support, to
provide real-time situational awareness and enhance
operational effectiveness for police staff.

Police Training Facility Feasibility and
Assessment
$250,000 Funding will support the identification and evaluation of potential sites for a new police training facility. The work will include site feasibility analysis, assessments, and the preparation of conceptual design options to inform future planning and development.

Police Department Drone First Responder
Infrastructure
$50,000 This project will fund a feasibility study, schematic design, and project phasing plan for adding dedicated
space at Police Headquarters to support the Drone First Responder Program.

Emergency Operations Infrastructure $250,000 Funds are allocated for the installation of new perimeter fencing and security gates at the Emergency Operations
facility.

Sub-total $700,000
Contingency/Escalation/Administration (15%) $105,000
Total $805,000

Project Areas Total Project Description
Parks, Library, Senior Center, and Aquatics Facilities (Part 1) Community Aquatic Facility/ISC
Renovation/Replacement
(ISC Phase 1 only)
$22,200,000 Phase 1 includes the preparation of schematic designs and construction documents, along with targeted facility improvements and construction. Rehabilitation efforts will focus on replacing pool decking, recirculation plumbing, boilers, and perimeter gutter systems for all pools. The dive tower will be replaced to meet the latest building codes and aquatic competition regulations.

Community Aquatic Facility/ISC
Renovation/Replacement (ISC Phase 2
Design)
$2,000,000 Phase 2 will prepare schematic designs for an administrative building, repair the existing bleachers and roof, and make improvements to accessory buildings
near the bleacher area.

Warburton Park Playground Renovations $3,000,000 The project will deliver a comprehensive renovation of Warburton Park’s playground facilities. Planned
improvements include new play structures, safety
surfacing, landscaping, and accessibility upgrades to
create a safe, inclusive, and engaging play environment for children.

Henry Schmidt Park Playground Renovations $4,325,000 This project will renovate and modernize the playground facilities at Henry Schmidt Park. Upgrades will feature new equipment, enhanced safety features, and
improved accessibility to ensure the playground meets
community needs.

Central Park Library Restrooms Remodeling
& Access Control Redesign
$250,000 This project consists of two components. The first is design services for a potential redesign and renovation of five public restrooms located on the 1st and 2nd
floors of the Central Park Library. The second
component involves replacing the existing Access
Control Unit and reprogramming access corridors to
improve security and functionality.

Project Areas Total Project Description
Parks, Library, Senior Center, and Aquatics Facilities (Part 2) Central Park Library Lighting Control System
Replacement
$250,000 Funds will be used to replace the library’s aging Lighting Control System, which has reached the end of its useful life and is no longer supported by the manufacturer.

Central Park and Mission Libraries Main
Entry Auto Door System Replacement
$200,000 This project will replace three automatic entry door systems that have reached the end of service life. The
scope includes two systems at the Central Park Library
and one system at the Mission Branch Library, ensuring
continued accessibility and convenience for patrons.

Central Park, Mission and Northside -
Libraries Study and Designs
$1,200,000 Funding will support anticipated design costs identified in the Facilities Master Plan. The scope includes studies and design work for improvements across the Central
Park, Mission, and Northside Libraries to guide future
renovations and upgrades.

Sub-total $33,425,000
Contingency/Escalation/Administration (15%) $5,013,750
Total $38,438,750

Project Areas Total Project Description
Storm Drain Systems Improvements
Storm Drain System Improvements $5,000,000 This project will implement previously unfunded work recommended in the City's Storm Drain Master plan
(SDMP) to eliminate potential flooding in areas of the
City. The initial focus will be on constructing storm drain pipes, manholes, inlets, and other miscellaneous work
along Harrison St. east of San Tomas Aquino Creek.

Green Stormwater Infrastructure Design &
Construction
$6,645,000 The Municipal Regional Stormwater NPDES Permit (MRP 3.0) issued by the State requires the City to initiate the installation of green stormwater infrastructure (GSI) that will treat five acres of stormwater runoff by June 30, 2027. This project will implement GSI treatment in
locations such as Hope Drive and Lincoln Street from El Camino Real to Warburton Avenue.

Bowers Ave Underpass SDPS Rehabilitation $2,030,000 This project funds reconstruction of the Bowers Ave underpass storm pump station. The work includes items
such as pumps, control panels, fencing, security features, and other miscellaneous upgrades
SDPS Motor and Control Replacement $347,000 This funding will help support the annual maintenance related to the as needed repair and replacement of
motors and controls at various City pump stations.

Storm Drain Pump Station Outfall
Reconstruction Program
$250,000 This funding will help support the annual maintenance and reconstruction related to the as needed repair and
replacement at various storm drain outfall locations.

Storm Drain Renovations $150,000 This funding will help support the annual maintenance and reconstruction related to the as needed repair and
replacement of storm drain facilities.

Sub-total $14,422,000
Contingency/Escalation/Administration (15%) $2,163,300
Total $16,585,300

Project Areas Total Project Description
Historic Buildings, Beautification and Energy Efficiency Triton Museum Improvements $1,000,000 This funding will be used to help support the Triton Museum Roof Replacement project which has previously
been unfunded in the City's budget
Sub-total $1,000,000
Contingency/Escalation/Administration (15%) $150,000
Total $1,150,000

Total Proposed Project Cost - 1st Tranche Cost Bond Sale Total $96,634,500
Bond Issuance/Closing Costs $2,000,000
Final Total $98,634,500

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-53 Agenda Date: 2/24/2026

REPORT TO COUNCIL

SUBJECT
Action to Approve Additional Positions and Eliminate One Position in the Community Development Department

BACKGROUND
The Community Development Department (CDD) is comprised of three divisions: Building, Planning, and Housing and Community Services (Housing), with each Division offering key City services to residents and developers. As part of the FY 2025/26 and FY 2026/27 Adopted Operating Budget, positions were approved to be added to the Building and Housing Divisions. In the Building Division, one Senior Inspector, one Plans Examiner, and one Business Analyst were added, while in the Housing Division, one Management Analyst and one Staff Analyst were added. After additional review and recruitment efforts, additional position changes are recommended for the Building and Housing Divisions.

The Building Division is responsible for providing services for the design, construction, use and maintenance of all buildings and structures within the city; a significant component of this includes the permitting process. As part of this Division, a CDD Innovation Group was formed, comprised of a full-time Management Analyst position, a full-time Business Analyst position, and two As-Needed (AN) staff. This group is tasked with managing and implementing improvements to the City’s enterprise permitting system, Accela, improving and identifying other technology tools, and web content management.

The Housing Division is dedicated to expanding and preserving affordable housing opportunities, implementing the Affordable Housing Ordinance and administering housing-related grants. This also includes implementation and maintaining State certification of the City’s Housing Element.

Both Divisions are facing increased workload, with limited staffing capacity to address needs. In the Building Division, the City initiated an audit of the building permit process focused on the assessment of internal controls, to evaluate the efficiency of the permitting processes and the accuracy of permit fee assessment and collection. The Building Division acknowledged gaps in the process and has also been actively implementing improvements. The Division is also tasked with improving website accessibility and various other technology projects. The Building Permit process improvements are a City Council priority and the staff will assist with the priority.

In the Housing Division, recent and continued State law changes have raised the bar on what jurisdictions must include in their Housing Element workplans to earn State certification. These actions cover a range of areas including housing production, preservation, tenant protection, displacement and homelessness prevention, affirmatively furthering fair housing, increasing economic mobility, and more. With these higher expectations, reporting requirements have also City of Santa Clara Printed on 2/20/2026Page 1 of 7
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grown. The primary penalty for not making progress on Housing Element implementation is decertification of the Housing Element. The Housing Element implementation is a City Council priority and the staff will assist with the priority.

To address these changes and provide additional support in both Divisions, key staff augmentations are recommended, including the addition of one Business Analyst (Job Code 262) and one Communications Coordinator (Job Code 338) in the Building Division. In the Housing Division, the addition of one Senior Planner (Job Code 765) is recommended, partially offset by the elimination of

1.0 Staff Analyst II position; the Senior Planner is also anticipated to support the Planning Division in some day-to-day operations.

DISCUSSION
Building Division Augmentation
The Community Development Department continues to develop and maintain the Accela platform to streamline the permitting processes for all development projects and users alike. Over the past three years, CDD has made many improvements and expanded the service level for both internal and external customers; the latest software enhancement, is “Gwiz,” an Artificial Intelligence interactive assistant which improves navigation for customers when using the Accela customer online portal, will go live in a few weeks. These upgrades will make navigating Accela easier and more intuitive for the typical customer who is trying to submit a permit application.

In addition, the City Manager’s Office Communications Team has launched a citywide effort known as the Web Content Audit, to carefully review and improve each web page for each department and ensure content is relevant, clear, and easy to navigate and to ensure that all links are functioning properly. This effort has resulted in recommendations to significantly improve the website and content accessibility and CDD is working to address those recommendations.

The two As Needed (AN) staff of the CDD Innovation Group have been diligently working on these and other projects in CDD but the workload is unsustainable for part-time staff. Therefore, CDD is requesting to add one full-time Communications Coordinator and one full-time Business Analyst to the Innovation Group. The maintenance of the Division’s existing systems and future technology projects require ongoing, permanent staff support. As long as there are technological software platforms in use, there will be a need to have full-time staff devoted solely to these systems.

Currently, there is not enough bandwidth within the existing Building Division staff to absorb the work generated by the technology efforts and the needs of the multitude of Accela user accounts. Specific requirements and technical knowledge is necessary to fill these roles and currently, there are no positions in the Division that address this need.

The requested positions will play a crucial role in continuing to increase successful outcomes and results while also allowing current staff to continue focusing on permitting, plan review and administrative support-based roles and recommendations per the building permit process audit.

Details and goals for the Communications Coordinator and Business Analyst are as follows:

Communications Coordinator (Job Code 338)
This Communications Coordinator classification will focus mainly on two major areas of responsibility; centralizing the Department’s communication efforts, ensuring that both internal and public-facing messages are strategic, consistent, and impactful; and ensuring that all technology platforms, City of Santa Clara Printed on 2/20/2026Page 2 of 7
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including the Accela Knowledge Base (an internal resource which enables City staff to research topics and navigate all aspects of the Accela system), and related business processes are properly documented, organized, and accessible. This will reduce operational risks and improve efficiency across departments.

One critical recommendation that has recently been identified as part of the Web Content Audit effort is to ensure that all documents on the City’s public website are equally accessible and searchable for all visitors to ensure access to government programs and services for as much of the community as possible.

This position will also support other CDD efforts such as creating marketing materials and launching campaigns for new development proposals, customer services such as Expedited Plan Review, Pre- Approved Accessory Dwelling Unit service, updating the CDD website, and creating QR codes for public use for Citywide community events such as the Santa Clara Art & Wine Festival. Additionally, with CDD’s role in processing current and long-range projects, the Department function also includes community outreach through digital services.

At the same time, along with the technological growth and development for CDD’s complex systems such as the Accela Civic Platform, the volume and complexity of institutional knowledge significantly increases. Without a dedicated role to manage this knowledge, the risk of losing critical information related to these systems grows, especially as key employees leave or retire. The Communication Coordinator will address these challenges by ensuring that all technology platforms and related business processes are properly documented, organized, and accessible, thus reducing operational risks and improving efficiency across departments.

Without this position, the City will need to explore other options to ensure ongoing compliance with ADA requirements mandate that all public facing content on the web and various databases must be made accessible. Failure to comply with ADA requirements could lead to potential legal consequences and lawsuits.

The key finding of the building permit process audit was a Policy & Procedures manual gap, which will take longer to resolve without the addition of full-time staff. Customers will experience frustration and feel blindsided if impactful updates or changes to the system are not properly communicated in an organized, timely manner. This increases phone call volume, customer escalations, and contributes to poor customer service experiences.

There are 27 Accela Knowledge Base article requests on the backlog waiting to be documented and the number of requests is growing. Without a full-time role, this backlog will grow, and Policy & Procedures efforts will be negatively impacted. Ongoing updates to the existing 70 Standard Operating Procedures articles will be deprioritized and risk being out-of-date. Approximately 242 staff members throughout the various City departments have relied on the Accela Knowledge Base and, without a dedicated staff member to help maintain this resource, this critical training platform will become outdated with stale content. The City Council Priorities include the creation of FAQs, flowcharts, and other materials to help customers with the permitting process. Without the approval for this Communications Coordinator position, these work items risk being delayed and the quality will not be at the caliber of the department, or its customers’ expectations.

Business Analyst (Job Code 262)
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New technologies are being researched and implemented on an ongoing basis in an effort to achieve the highest levels of customer satisfaction. At the same time, existing systems and technology projects continue to demand staff resources to manage and resolve routine technical support maintenance needs, updates and new implementations.

There are currently approximately 60,000 active users on the Accela Permitting Online Portal and there are over 400 active internal City user accounts. The most recent data from SharePoint Site Analytics, a user activity tracking tool, over 60% of staff utilize the Accela Knowledge Base on a regular basis. Furthermore, since its inception, data indicates there have been 20,335 visits by internal staff to the Accela Knowledge Base. Due to the software platforms’ ever-changing nature with updates, upgrades, shifts in content, and new regulations, the demands to keep information current and functional for all users is an ongoing effort. The Division identified the need for a Business Analyst as there is not enough bandwidth to provide dedicated, ongoing support to the external and internal user accounts.

A customer survey was conducted, and the results identified a need for a more user-friendly interface for Accela’s Permitting Online Portal (POP). Improvements were identified and CDD, along with other departments such as Fire and Public Works, selected a vendor through a bid and award process. The new and improved POP is in the last phases of development and testing. This technological enhancement for the POP system is targeted to go live in the coming weeks. The Business Analyst will manage all existing and future Accela enhancement projects by continuing to work closely with Purchasing and the various City department stakeholders.

The Business Analyst role will also manage technical configurations, support report migration and data analytics for permitting operations, and provide user training and support for internal staff and customers. Additionally, this role will ensure that the Accela Knowledge Base serves as a hub for processes and procedures, ensuring that valuable institutional knowledge is documented and preserved.

If the Business Analyst role is not approved, other staff members’ time and bandwidth will continue to be negatively impacted and the ability to focus and plan for the necessary long-term structural improvements will be neglected. Collaborative relationships among internal stakeholders and partnering departments will not have a centralized ‘orchestrator’ to ensure pertinent information is communicated and received by all impacted parties. CDD would not be able to meet City Council priorities or address the audit key findings within a reasonable timeline (i.e., five years as opposed to three years). CDD would continue to rely on consultant services for every issue or enhancement, big or small, thereby impeding self-sustaining independence. CDD currently is utilizing a As Needed on a part time basis for the last four years. Through the four years, it has proven that a full time position is necessitated based on the work load and the specific skill set required to accomplish the tasks.

Having a full time staff will allow CDD to maintain consistency in the workload and support all three divisions. While the addition of the Business Analyst position will alleviate some of the Division’s use of consultant services, it will not eliminate the need for these types of services. Any cost savings that is recognized will help offset the position cost in future years.

Housing Division Staffing Change
As part of the FY 2025/26 and FY 2026/27 Adopted Biennial Operating Budget, approved by the City Council on June 10, 2025, a Staff Analyst II (Job Code 797) position was added to the Community Development Department to support the Housing Element. After the approval, the Department City of Santa Clara Printed on 2/20/2026Page 4 of 7
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conducted the recruitment, and it was determined that the specifications under the Senior Planner classification are better suited to support the Housing Element effort. Currently, CDD is utilizing an As Needed staff who is similar to a Senior level planner for Housing Element implementation. The Housing Element has multiple and complex tasks such as Anti-Displacement, working with regional agencies, reporting to the State, and prioritizing actions from the Housing Element. Based on the work, a Senior Planner is best suited as they would bring a deeper level of knowledge versus a Staff Analyst who is similar to a starting position. Based on these results, the addition of a Senior Planner position, partially offset by the elimination of the Staff Analyst position, is recommended.

The City’s sixth cycle Housing Element is now certified and covers the period between 2023-2031.

Each year, the City must report progress on many new programs and tasks via the Annual Progress Report (APR). The APR reporting process has also grown and now requires more staff time. Program deliverable dates are based on what is written in the Housing Element. Some programs will need to start six to twelve months ahead of when they are slated for completion to allow time for outreach, analysis, and public hearings. In addition, new housing laws and changes to existing laws require ongoing diligence to identify actions that local governments must take to remain in compliance.

These changes often require the creation of new procedures and workflows. The primary penalty for not making progress on the Housing Element implementation is decertification, which allows for builder’s risk provisions to kick in which waters down local control over land use. A secondary penalty is ineligibility for State and Regional housing, transportation and infrastructure funding. A third penalty is monetary fines.

In addition to Housing Element Implementation, the Bay Area Metropolitan Transportation Commission (MTC) adopted the Transit Oriented Communities Policy (TOC), and it requires jurisdictions to demonstrate compliance to ensure eligibility and/or competitiveness for the next round of OBAG transportation funding in 2026. OBAG funding can be used for climate initiatives, transit, multi-modal operations improvements, complete streets and active transportation, Vision Zero traffic safety, and payment management. OBAG awards are managed by the Department of Public Works.

The purpose of this framework is to ensure that areas around transit stations and corridors are developed to support transit ridership, minimize residential and commercial displacement, and to create equitable transit-oriented communities.

The TOC Policy adds an additional layer to the Housing Element work by requiring the City to adopt specific policies and programs that meet specific regional criteria by early 2026. This is when the next OBAG application is slated to become available. It is important that the City implement a specific set of policies and programs in station areas (or citywide) to gain TOC compliance.

With the added work to implement the City’s adopted Housing Element, more robust reporting requirements, tracking of new and changing State laws, and to become compliant with MTC’s TOC Policy there is a need for full-time staff that would be devoted to the specific work. Given the responsibility and depth of knowledge required for the work and the need for the person to work independently, the request is to add a Senior Planner level position.

Senior Planner (Job Code 765)
The Housing Element Senior Planner will be responsible for implementing a range of new policies and programs in the City’s adopted 2023-2031 Housing Element. This position will help track changing State laws and requirements, conduct research and policy analysis, plan and conduct stakeholder outreach, coordinate and manage consultants, serve as the City’s liaison to the Santa Clara Community Planning Collaborative, gather and organize data for analysis and mapping, City of Santa Clara Printed on 2/20/2026Page 5 of 7
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manage ordinance updates, write staff reports, evaluate programs, draft presentations for City Council, and more. This position will report jointly to the Housing and Community Services Manager and the Planning Manager.

Some Housing Element work is currently being undertaken by an As Needed Senior Planner that has the extensive experience and technical expertise in this area of work. Due to restrictions on as- needed staffing, this position will be vacated by the end of the fiscal year. The City Council previously approved a Staff Analyst position to support the Housing Element, however, after CDD conducted the recruitment, it was determined that the Senior Planner classification is better suited to support the Housing Element effort due to the required technical knowledge, education and experience.

If the Senior Planner position is not approved, it will be extremely challenging to implement the long list of Housing Element actions on schedule and to achieve MTC/ABAG TOC compliance by 2026 for OBAG funding. The Housing and Community Services and Planning Divisions simply cannot do more with the existing staffing. The greatest risk of not approving this position is the decertification of the Housing Element, activation of Builder’s Remedy provisions which limit the City’s power to regulate land use and lower competitiveness for $15M in 2026 OBAG funds.

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
In the Building Division, the total annual compensation for the Communication Coordinator is $229,083, while total annual compensation for the Business Analyst is $244,526. These costs would be covered by the Building Development Services Fund and the Technology Fee Reserve in the General Fund. The positions are covered by revenue generated from development fees.

In the Planning and Housing Divisions, the total annual compensation for the Senior Planner position is $260,527, while the cost savings from the elimination of the Staff Analyst II position totals $229,083, for a net cost of $31,444. This cost would be covered by the General Fund.

Given the anticipated hiring timelines for these positions, there are minimal estimated costs in FY 2025/26 that are expected to be absorbed within existing appropriations. The costs of these positions will be factored into the FY 2026/27 budget.

COORDINATION
This report has been coordinated with the Finance and Human Resources Departments.

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

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RECOMMENDATION
Approve the addition of one Business Analyst, one Communications Coordinator position, and one Senior Planner position, and the elimination of one Staff Analyst II position in the Community Development Department.

Reviewed by: Afshan Hamid, Director, Community Development Approved by: Jovan Grogan, City Manager
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-54 Agenda Date: 2/24/2026

REPORT TO COUNCIL

SUBJECT
Action on Reappointment of Board and Commission Members, Declaring Commissioner Vacancies, and Setting Dates for Recruitment and Interviews

BACKGROUND
Members of City Boards, Commissions, and Committees are generally appointed to four-year term (full term) and may serve a maximum of two consecutive full terms. When an existing member is eligible for reappointment, past City practice has been for staff to contact the incumbent to determine whether they wish to be considered for an additional term. The City Council then takes formal action to reappoint those eligible incumbents who express interest in continuing their service.

If an individual is appointed to complete a partial term, that individual may subsequently serve up to two full terms. Full terms are effective July 1
st of the appointing year and expire on June 30th of the fourth year.

DISCUSSION
Consistent with past practice, staff contacted all incumbents eligible for reappointment to inquire about their interest in serving an additional term. Regular attendance is a requirement for service on Boards and Commissions; therefore, an attendance roster for all Boards and Commissions is provided for City Council review (Attachment 1).

The terms of the following commissioners will expire on June 30, 2026. The individuals listed below have expressed interest in being considered for reappointment to a subsequent term ending June 30, 2030:

Parks and Recreation (1) Maureen Riley Chu
Planning Commission (2) Nancy Biagini
Mario Bouza
Senior Advisory Commission (2) Rebecca J. Selden
Kris Kapadia
The following commissioners will complete their second consecutive full term on June 30, 2026. In accordance with term limits, these positions will become vacant, creating five full-term vacancies ending June 30, 2030, on the following Board and Commissions:

Board of Library Trustees - Debbie Tryforos
Civil Service Commission - Franklin Felizardo
Cultural Commission - Louis Samara
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Historical and Landmarks Commission - Michael Celso
Historical and Landmarks Commission - Ana Vargas-Smith
Resignations
· The Parks and Recreation Commission received a resignation effective September 30, 2025, creating one vacant full-term ending June 30, 2030.
· The Senior Advisory Commission received two resignations, effective September 2025 and October 2025, respectively, resulting in two vacancies:
o One partial term ending June 30, 2028, and One full-term ending June 30, 2030.

Based on the above, staff recommends that City Council declare eight (8) vacancies and fill the following terms:
· Seven (7) full terms ending June 30, 2030, one on the Board of Library Trustees, one on the Civil Service Commission, one on the Cultural Commission, two on the Historical and Landmarks Commission, one on the Parks and Recreation Commission and one on the Senior Advisory Commission
· One (1) partial term ending June 30, 2028, on the Senior Advisory Commission Staff also recommends that City Council set the recruitment period to begin on March 6, 2026, with an application deadline of Friday, April 24, 2026, at 5:00 p.m.; and set May 26, 2026, as the tentative date for conducting interviews.

Staff will return at a future City Council meeting with Special Orders of Business to recognize outgoing commissioners for their service.

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 additional cost to the city other than administrative staff time and expense.

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

RECOMMENDATION

1. Reappoint the five (5) eligible members to serve a four-year term each ending June 30, 2030, as follows: (a) Maureen Riley Chu to the Parks and Recreation Commission; (b) Nancy Biagini and Mario Bouza to the Planning Commission; (c) Rebecca J. Selden and Kris Kapadia to the Senior Advisory Commission;

2. Declare eight (8) vacancies to fill the following full terms: (a) Seven (7) full terms ending June 30, 2030, one on the Board of Library Trustees, one on the Civil Service Commission, one on the City of Santa Clara Printed on 2/20/2026Page 2 of 3
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30, 2030, one on the Board of Library Trustees, one on the Civil Service Commission, one on the Cultural Commission, two on the Historical and Landmarks Commission, one on the Parks and Recreation Commission, and one on the Senior Advisory Commission; and (b) One (1) partial term ending June 30, 2028, on the Senior Advisory Commission;

3. Set the recruitment to open on Friday, March 6, 2026;

4. Set Friday, April 24, 2026, by 5:00 p.m. as the application deadline; and

5. Set Tuesday, May 26, 2026, tentatively, to conduct interviews.

Reviewed by: Nora Pimentel, Assistant City Clerk
Approved by: Jovan D. Grogan, City Manager

ATTACHMENT

1. Board/Commissions Attendance Roster 2025-2026
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Board, Commissions and Committee Attendance Roster
Current roster reflects attendance from February 2025- February 2026

Parks and Recreation Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2025/2026
Maureen Riley Chu 06/30/2026 Yes 03/10/25 Excused
06/09/25 Excused
Vacant 06/30/2026 Yes
Eversley Forte 06/30/2027 No None
Vikas Gupta 06/30/2027 Yes 05/12/25 Unexcused
Dana Caldwell 06/30/2028 Yes 07/14/25 Excused
Derek DeMarco 06/30/2028 Yes None
Edward Souza 06/16/2029 Yes 08/18/25 Excused

Planning Commission Attendance
First Name Last Name Term Ending
Elig. for
Reappoint. at
end of term
Regular Meeting
Absences 2025/2026
Nancy Biagini 06/30/2026 Yes 01/14/26 Excused
Mario Bouza 06/30/2026 Yes None
Yashraj Bhatnagar 06/30/2027 Yes 05/21/25 Excused
08/13/25 Excused
11/12/25 Excused
0 1/14/26 Excused
Priya Cherukuru 06/30/2027 No None
Eric Crutchlow 06/30/2028 Yes 11/12/25 Excused
Lance Saleme 06/30/2028 No None
Qian Huang 06/30/2029 No None

Senior Advisory Commission Attendance
*Members were appointed to fill partial terms in June 2025, attendance reflected is only for 8 months First Name Last Name Term Ending
Elig. for
Reappointment
Regular Meeting
Absences 2025/2026
*Kris Kapadia 06/03/2026 Yes None
*Rebecca J. Selden 06/30/2026 Yes 11-17-2025 Excused
Rick Andrews 06/30/2027 Yes None
Maria Vaz 06/30/2027 Yes 10-20-25 Unexcused
Alma Soto 06/03/2028 Yes None
VACANT 06/30/2028 Yes
VACANT 06/30/2026 Yes

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-209 Agenda Date: 2/24/2026

REPORT TO CITY COUNCIL AND STADIUM AUTHORITY BOARD

SUBJECT
Action to Approve a Civic Event at Levi’s Stadium and Related Budget Amendment for the use of Stadium Authority Discretionary Fund Monies

BACKGROUND
The City of Santa Clara is in the midst of a historic year as we host Super Bowl LX and FIFA World Cup matches at Levi’s® Stadium. In celebration of this extraordinary moment, the City has launched Where the Mission Meets the Moment, a community engagement campaign designed to unite residents, celebrate our role as hosts, and build shared pride during this once-in-a-generation year.

Developed with input from the community, the campaign centers on bringing Santa Clara residents together through a series of meaningful, high-energy community events. At the heart of this effort is the most requested activation by residents, a Community Day at Levi’s Stadium. In support of this request and to strengthen the community’s connection to Levi’s Stadium as a public asset, we are planning a civic event, billed as a Santa Clara Community Day at Levi’s Stadium (discussed in further detail below).

Confirming a date at the Stadium has been a complex process, requiring coordination and approval across multiple entities National Football League (“NFL”), Fédération Internationale de Football Association (“FIFA”), and Forty Niners Management Company LLC (“ManCo”). Due to the Stadium’s exclusive-use schedule between Super Bowl LX and FIFA World Cup matches, available dates have been extremely limited.

Per discussions with ManCo, February 28, 2026, is the most plausible date for the event. While soon, the date will provide the least disruption to preparations for the summer FIFA World Cup matches and will not impact the 2026 non-NFL event season.

The NFL has access to the stadium for Super Bowl demobilization through March 8, 2026. We have worked with NFL representatives to discuss the feasibility of holding a community event at the Stadium on February 28. These conversations have been fruitful, and there is a willingness to allow the event, pending final conversations on logistics, site access, and other pertinent items.

DISCUSSION
Description of the Proposed Event
The Stadium Authority has requested the use of Levi’s Stadium on February 28, 2026, for aSanta Clara Community Day at Levi’s Stadium. The proposed civic event is anticipated to span approximately 6-8 hours and is designed for Santa Clara residents. The event will be a dynamic, all- ages celebration featuring sports, music, food, art, and entertainment, transforming the stadium into a space for connection, creativity, and community pride. In the spirit of community and inclusion, this City of Santa Clara Printed on 2/20/2026Page 1 of 4
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event will be free to attend. In consideration of the cost to host an event at the Stadium, we have set an attendee limit of 25,000 for the event, which may be increased based on available budget and final event planning details.

Programming will include interactive sports experiences such as skill-building activities, drills, and clinics, followed by an exhibition game. The event will then transition to an on-field fan appreciation experience, offering photo opportunities, games for youth and adults, and potential athlete meet-and- greet moments. The day will culminate in a vibrant live-music experience, with programming options including a battle of the bands, a community concert, and DJ-led entertainment within the stadium.

Required Approvals Under the Stadium Lease
Pursuant to the terms of that certain Amended and Stated Lease Agreement, dated June 19, 2013, as amended by that certain First Amendment to Amended and Restated Stadium Lease Agreement, dated May 28, 2024 (“Stadium Lease”) between the Santa Clara Stadium Authority (“Stadium Authority”) and StadCo, Stadium Authority needs the following to host the Santa Clara Community Day at Levi’s Stadium event:
1) StadCo’s approval of the proposed “Civic Event” at the Stadum, as provided in Sections 4.7.2 and 4.9.4 of the Stadium Lease,
2) Consult with ManCo regarding the appropriate source of Stadium Authority Funds to finance the Civic Event.

The Stadium Community Day qualifies as a “Civic Event” under the terms of the Stadium Lease, as it is focused on community engagement and does not adversely affect the NFL season or field conditions. While the event date of February 28, 2026, is a relatively short frame, this date was selected based on the limited availability of the Stadium between (1) the exclusive use for 49ers games and Super Bowl LX, (2) the FIFA matches and the need to begin the World Cup turf replacement program in early March, and (3) the 2026 non-NFL event season (concerts and sporting events). As a result, the Santa Clara Community Day at Levi’s Stadium does not conflict with any NFL Game or non-NFL events. Finally, the City has sought out sponsors for the Where the Mission Meets the Moment campaign and will work with the Stadium Manager to ensure no violation of any Advertising and Sponsorship Contract at the Stadium.

Stadium Authority has obtained approval from StadCo to host the event on February 28 th and is
working with NFL to confirm logistics of hosting the Civic Event during their demobilization.

As provided in Section 4.7.2 of the Stadium Lease, the Stadium Authority will be responsible for all expenses for the Stadium Community Day “Civic Event.” To fund this event, the Stadium Authority is proposing use of up to $1 million in Stadium Authority Discretionary Funds. The Discretionary Fund has a current projected year end fund balance of $1,354,775. As required under the Stadium Lease, the Stadium Authority consulted with ManCo regarding the use of the Discretionary Fund funds for this purpose. ManCo has indicated its support of such funding.

Please note that the allocation/use of $1 million for a civic event was included in the Santa Clara Stadium Authority’s draft Fiscal Year (FY) 2026/27 budget. If approval is obtained tonight, this request will remove the allocation in the FY 2026/27 draft budget.

Event Implementation.

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26-209 Agenda Date: 2/24/2026
implementation of the event. Walk Talkin’s duties as an event producer include overall event strategy and design, full logistical coordination, talent and vendor procurement and management, on-site oversight, risk and safety planning, volunteer management, and day-of staffing and operational execution to ensure a successful and well-coordinated event. City staff will also provide support for the event as follows: planning and coordinating logistics of the event, processing permits, community partner outreach, budget management, and coordination with the Stadium Manager.

As required under the Stadium agreements, ticketing for the event is being supported through the Ticketmaster platform. Ticketing for the event went live on Thursday, February 19, 2026. Tickets are for Santa Clara residents; tickets are free and limited to 6 per household; children under 2 do not need a ticket. Pre-paid parking can be purchased via Ticketmaster at the time tickets are reserved for $11.75/vehicle.

The City will secure access to the Stadium through a Venue Agreement drafted by ManCo acting on behalf of the Stadium Authority. As of the date of this report, specific terms of this agreement are being finalized with the goals of (1) minimizing event cost, (2) facilitating full city reimbursement using Stadium authority funds and (3) risk mitigation/allocation consistent with best practices. This action includes delegation of authority to the City Manager, or his designee, to negotiate the terms of that agreement in a final form approved by the City Attorney and take any other actions necessary to execute the event.

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

FISCAL IMPACT
The Stadium Authority charges a $4 per ticket base surcharge for all ticketed non-NFL events. Half of the ticket surcharge ($2) is deposited into a discretionary fund, which may be used for costs of civic events. The discretionary fund currently has a budgeted ending fund balance of $1,354,775. It is recommended that the civic event expenses not to exceed $1 million be approved for the community civic event. If approved, the budgeted ending fund balance of the discretionary fund would have $354,775 remaining. The first tier of funding to be used for this event will be the $150,000 of event sponsorship fees secured under the City’s agreement with Prologis. If event costs exceed $1.15 million, any additional funding will be provided by philanthropic contributions and additional City funds already allocated and/or available for spending on the City’s 2026 community engagement program.

Historically, discretionary funds have been used as a funding source for NFL public safety costs over the contractual threshold. A separate Public Safety Cost Reserve has been set up for non-NFL ticket surcharge revenue over the base $4 as the primary funding source for public safety costs over the contractual threshold. The use of discretionary funds, while allowable for the civic event, may require the Stadium Authority to look at other sources of operating revenue to cover any public safety costs over the threshold in the event there are insufficient funds in the Public Safety Cost Reserve generated from revenue collected above the $4 base ticket surcharge.

The table below summarizes the budget amendment as discussed above:

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26-209 Agenda Date: 2/24/2026
Operating Budget
Description Current Increase/
Decrease
Revised
Discretionary Fund Expense $250,000 $1,000,000 $1,250,000 Ending Fund Balance - Discretionary Fund
Reserve
$1,354,775 ($1,000,000) $354,775

COORDINATION
This report has been coordinated with the Executive Director and Stadium Authority Counsel’s Offices.

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

RECOMMENDATION

1. Stadium Authority Board action to approve a community Civic Event at Levi’s Stadium to be hosted on February 28, 2026;

2. Stadium Authority Board action to approve a budget amendment in the Stadium Authority Operating Budget from the Discretionary Fund Reserve to fund a civic event at Levi’s Stadium in an amount of $1 million; and

3. Stadium Authority Board and the City Council action to Authorize and direct the Executive Director, on behalf of the Stadium Authority, and the City Manager, on behalf of the City, to take such additional actions as are necessary and appropriate to implement the Civic Event, including negotiating the terms of any required agreements, in final forms approved by Agency Counsel/City Attorney.

Reviewed by: Paulina Morales, Assistant City Manager, City Manager’s Office Approved by: Jovan D. Grogan, Executive Director
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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
26-25 Agenda Date: 2/24/2026

REPORT TO CITY COUNCIL

SUBJECT
Public Hearing: Action on a General Plan Amendment to Update the Historic Resource Inventory in Appendix 8.9 of the General Plan

BACKGROUND
The City’s commitment to its architectural and archeological history is reflected in General Plan Goals and Policies that address the preservation and protection of resources with local, state and national significance. The Historic Resource Inventory (HRI) is a list of architecturally or historically significant resources maintained as Table 8.9-1 in Appendix 8.9 of the City’s General Plan. Staff is proposing a minor update to add 27 properties that were previously approved by the City Council to be listed in Table 8.9-1 in the Appendix 8.9 (the Historic Resource Inventory). This minor update to Appendix 8.9 requires a General Plan amendment.

The inventory does not include all the City’s historical and architectural resources, as many structures have never been surveyed. However, as buildings and other resources are evaluated, additional properties can be added to the inventory. Staff is now bringing forth such an update for Appendix 8.9. Updating the HRI is considered an amendment to the General Plan. Properties listed on the HRI are subject to additional permitting requirements, such as obtaining a Significant Property Alteration (SPA) permit when owners propose to renovate, remodel, or expand them.

Amendments to the City’s General Plan require consideration at a Planning Commission public hearing for a recommendation to the City Council for final consideration.

Planning Commission Meeting Summary and Action
At a publicly noticed meeting on January 14, 2026, the Planning Commission reviewed the proposed General Plan Amendment. The Planning Commission did not have any comments or concerns.

In two motions, the Planning Commission voted to determine that the project falls within the scope of the 2010-2035 General Plan Environmental Impact Report pursuant to CEQA Guidelines Section 15168(c)(2) (5-0-0-2, Commissioners Bhatnagar and Biagini absent) and to recommend to the City Council to amend the General Plan to update the Historic Resource Inventory list in Appendix 8.9 of the General Plan.

DISCUSSION
This request is a minor update to add 27 previously approved historic properties by the City Council to Appendix 8.9 and the approval will allow consistency in the General Plan. As background, since adoption of the City’s General Plan in 2010, these 27 properties were added to the Historic Resource Inventory.

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26-25 Agenda Date: 2/24/2026
Designation of a property proposed for inclusion on the HRI may be initiated by the property owner, HLC or City Council. The owners of the 27 properties applied to be listed on the HRI. To be on the list, a property owner must meet the HRI designation criteria as outlined in the City’s Zoning Code Section 18.130.040. The Historical & Landmarks Commission evaluates all nominations and forwards a recommendation to the City Council for final consideration. All 27 of the properties were approved by City Council since 2010. Staff has been tracking these properties and is now bringing them forward as a General Plan amendment to list them in Table 8.9-1 of Appendix 8.9.

Staff has compiled all the properties approved by the City Council to be added to the Historic Resource Inventory and reviewed existing properties for accuracy. With the addition of the 27 properties, there are a total of 372 properties on the HRI. Out of the 372 properties, 128 properties have a Mills Act contract and five (5) properties are on the National Register.

The proposed General Plan Amendment to update the HRI is consistent with the following General Plan policies:
· 5.6.1-P2: Protect the historic integrity of designated historic properties and encourage adaptive reuse when necessary to promote preservation.
· 5.6.1-P10: Update and maintain the City’s list of Architecturally or Historically Significant Properties, and associated State Department of Parks and Recreation forms, as an Appendix to the General Plan.

The proposed General Plan Amendment will list new properties that have been added to the HRI by the City Council and update existing properties with more recent information (i.e. noting where new Mills Act Contracts apply to existing HRI properties, update Assessor’s Parcel Numbers, and update correct addresses). Attachments 2 and 3 show the clean version of the text changes and the redline version of the text changes, respectively.

Recommendation
Consistent with the General Plan and Planning Commission recommendation, staff recommends that City Council:
1) Determine that the project falls within the scope of the 2010-2035 General Plan Environmental Impact Report pursuant to CEQA Guidelines Section 15168(c)(2). 2) Adopt a resolution to amend the General Plan to update the Historic Resource Inventory list in Appendix 8.9 of the General Plan.

ENVIRONMENTAL REVIEW
The City prepared the 2010-2035 General Plan Environmental Impact Report (EIR) which was certified on November 10, 2010 (Resolution No. 10-7797). Both the 2010-2035 General Plan and the EIR indicated that additional properties would be added to the Historic Resource Inventory, and both reference General Plan Policy 5.6.1-P10 to accomplish this goal. Pursuant to Section 15168(c)(2) of the California Environmental Quality Act (CEQA) Guidelines, the proposed General Plan Amendment is in furtherance of and within the scope of the 2010-2035 General Plan EIR adopted by City Council Resolution 10-7797. The proposed General Plan Amendment does not involve new significant effects beyond those analyzed in the 2010-2035 General Plan EIR.

Pursuant to Government Code Section 65352.3(a)(1), also known as Senate Bill (SB) 18 (2004), City of Santa Clara Printed on 2/20/2026Page 2 of 3
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26-25 Agenda Date: 2/24/2026
prior to any amendment of a city’s General Plan, the City shall contact California Native American tribes. The City utilizes a contact list maintained by the Native American Heritage Commission for this purpose. SB 18 is meant to preserve or mitigate impacts to Native American places, features, and objects described in Sections 5097.9 and 5097.993 of the Public Resources Code that are located within the City’s jurisdiction. The proposed project would necessitate amendments to the City’s General Plan and is therefore subject to the requirements of SB 18. On September 16, 2025, the City mailed referral letters to Native American tribes advising them of the City’s intent to act on a General Plan Amendment. No comments were received from the tribes.

FISCAL IMPACT
There is no fiscal impact to the City for processing the request other than administrative time and expense for staff to draft this report and coordinate the environmental assessment.

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

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

On September 16, 2025, pursuant to Government Code Section 65352(a), the City mailed referral letters to Native American tribes advising them of the City’s intent to act on a General Plan Amendment to update the Historic Resource Inventory list in Appendix 8.9 of the General Plan.

On December 24, 2025, pursuant to Government Code Section 65353 and 65355, a notice of public hearing was published in The Weekly, a newspaper of general circulation for the City, for the Planning Commission Hearing to be conducted on January 14, 2026, and for the City Council Hearing to be conducted on February 24, 2026.

RECOMMENDATION

1. Determine that the project falls within the scope of the 2010-2035 General Plan Environmental Impact Report pursuant to CEQA Guidelines Section 15168(c)(2); and

2. Adopt a resolution to amend the General Plan to update the Historic Resource Inventory list in Appendix 8.9 of the General Plan.

Prepared by: Meha Patel, Associate Planner
Reviewed by: Afshan Hamid, Director, Community Development Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. City Council General Plan Amendment Resolution

2. General Plan Revised Appendix 8.9_Clean

3. General Plan Revised Appendix 8.9_Markup

4. Planning Commission Staff Report - Jan. 14, 2026
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Resolution/General Plan Amendment – Update the Historic Resource Inventory Page 1 of 3 Rev: 7/27/2023
RESOLUTION NO. _____

A RESOLUTION OF THE CITY OF SANTA CLARA, CALIFORNIA

ADOPTING AN AMENDMENT TO THE GENERAL PLAN TO

UPDATE THE HISTORIC RESOURCE INVENTORY LIST IN
APPENDIX 8.9 OF THE GENERAL PLAN

WHEREAS, a General Plan Amendment is required to update the Historic Resource Inventory List in Appendix 8.9 of the General Plan;
WHEREAS, the amendment will list new properties that have been added to the Historic Resource Inventory by the City Council and update existing properties with more recent information;
WHEREAS, on November 10, 2010, the City Council adopted Resolution No. 10-7797 certifying the Environmental Impact Report (EIR) for the 2010-2035 General Plan, which discusses General Plan Policy 5.6.1-P10 to “[u]pdate and maintain the City’s list of Architecturally or Historically Significant Properties”;
WHEREAS, Santa Clara City Charter Section 1007 requires that the Planning Commission provide input to the City Council on any proposed General Plan Amendment; WHEREAS, Government Code Section 65353 requires the Planning Commission to hold a public hearing prior to making a recommendation on the General Plan Amendment; WHEREAS, on December 24, 2025, a notice of the public hearing on the proposed General Plan Amendment was published in the Santa Clara Weekly, a newspaper of general circulation for the City, for the Planning Commission Hearing to be conducted on January 14, 2026, and for the City Council Hearing to be conducted on February 24, 2026; WHEREAS, on January 14, 2026, the Planning Commission held a duly noticed public hearing to consider the proposed General Plan Amendment, at the conclusion of which, the Planning Commission voted to recommend that the Council approve the General Plan Amendment; and WHEREAS, pursuant to SCCC Section 18.146.020, on February 19, 2026, notices of the public hearing of February 24, 2026, were posted at City Hall, the Central Park Library, the Mission Branch

Resolution/General Plan Amendment – Update the Historic Resource Inventory Page 2 of 3 Rev: 7/27/2023
Library, the Northside Branch Library, and on the City’s website; and, WHEREAS, on February 24, 2026, the City Council conducted a duly noticed public meeting to consider the proposed General Plan Amendment and considered all verbal and written testimony and evidence offered in favor and in opposition to the General Plan Amendment.

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

1. That the City Council hereby finds that the above Recitals are true and correct and by this reference makes them a part hereof.

2. That the City Council hereby finds and determines that the General Plan Amendment is in the interest of the public good for the following reasons:

A. The proposed Amendment is deemed to be in the public interest, in that the update is consistent with the General Plan policy 5.6.1-P2 to protect the historic integrity of designated historic properties and General Plan policy 5.6.1-P10 to update and maintain the City’s list of Architecturally or Historically Significant Properties; and
B. The proposed General Plan Amendment is consistent and compatible with the rest of the General Plan and any implementation programs that may be affected, in that the Historic Resources Inventory is already an appendix to the General Plan, and General Plan Policy 5.6.1-P10 expressly directs City staff to periodically update the Historic Resources Inventory C. T he proposed amendment has been processed in accordance with the applicable provisions of the California Government Code and the California Environmental Quality Act (CEQA), in that General Plan Policy 5.6.1-P10 to update and maintain the Historic Resource Inventory was discussed in the 2010-2035 General Plan EIR and pursuant to Section 15168(c)(2) of the CEQA Guidelines, the update to the Historic Resource Inventory falls within the scope of the 2010 -2035 General Plan EIR; and
D. The potential impacts of the proposed General Plan Amendment have been assessed and have been determined not to be detrimental to the public health, safety, or welfare, in that the proposed Amendment would merely continue the existing land uses on the affected properties. The

Resolution/General Plan Amendment – Update the Historic Resource Inventory Page 3 of 3 Rev: 7/27/2023
impacts of updating the Historic Resource Inventory have been disclosed through the CEQA process, and the City Council has determined that any impacts from the proposed revisions remain within the scope of the General Plan EIR.

3. The City Council hereby amends Appendix 8.9 (“Historic Preservation and Resource Inventory”) of the General Plan by replacing it in its entirety with Revised Appendix 8.9, attached hereto and incorporated herein by this reference. The Revised Appendix adds properties approved by City Council to be added to the Historic Resource Inventory and updates existing properties with more recent information.

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 24th DAY OF FEBRUARY, 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. General Plan Revised Appendix 8.9_Clean

2. General Plan Revised Appendix 8.9_Markup